<PAGE>

                                [X] [X] [X] [X]
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                                    QUALIFIED
                                   RETIREMENT
                                      PLAN

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


                                   BASIC PLAN
                                    DOCUMENT

================================================================================
                                [X] [X] [X] [X]


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>               <C>                                                                           <C>
SECTION ONE       DEFINITIONS.....................................................................1
         1.01     ADOPTION AGREEMENT..............................................................1
         1.02     BASIC PLAN DOCUMENT.............................................................1
         1.03     BENEFICIARY.....................................................................1
         1.04     BREAK IN ELIGIBILITY SERVICE....................................................1
         1.05     BREAK IN VESTING SERVICE........................................................1
         1.06     CODE............................................................................1
         1.07     COMPENSATION....................................................................1
         1.08     CUSTODIAN.......................................................................2
         1.09     DISABILITY......................................................................2
         1.10     EARLY RETIREMENT AGE............................................................2
         1.11     EARNED INCOME...................................................................2
         1.12     EFFECTIVE DATE..................................................................2
         1.13     ELIGIBILITY COMPUTATION PERIOD..................................................2
         1.14     EMPLOYEE........................................................................2
         1.15     EMPLOYER........................................................................3
         1.16     EMPLOYER CONTRIBUTION...........................................................3
         1.17     EMPLOYMENT COMMENCEMENT DATE....................................................3
         1.18     EMPLOYER PROFIT SHARING CONTRIBUTION............................................3
         1.19     ENTRY DATES.....................................................................3
         1.20     ERISA...........................................................................3
         1.21     FORFEITURE......................................................................3
         1.22     FUND............................................................................3
         1.23     HIGHLY COMPENSATED EMPLOYEE.....................................................3
         1.24     HOURS OF SERVICE - Means........................................................3
         1.25     INDIVIDUAL ACCOUNT..............................................................4
         1.26     INVESTMENT FUND.................................................................4
         1.27     KEY EMPLOYEE....................................................................4
         1.28     LEASED EMPLOYEE.................................................................4
         1.29     NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS............................................4
         1.30     NORMAL RETIREMENT AGE...........................................................4
         1.31     OWNER - EMPLOYEE................................................................4
         1.32     PARTICIPANT.....................................................................4
         1.33     PLAN............................................................................4
         1.34     PLAN ADMINISTRATOR..............................................................4
         1.35     PLAN YEAR.......................................................................4
         1.36     PRIOR PLAN......................................................................5
         1.37     PROTOTYPE SPONSOR...............................................................5
         1.38     QUALIFYING PARTICIPANT..........................................................5
         1.39     RELATED EMPLOYER................................................................5
         1.40     RELATED EMPLOYER PARTICIPATION AGREEMENT........................................5
         1.41     SELF-EMPLOYED INDIVIDUAL........................................................5
         1.42     SEPARATE FUND...................................................................5
         1.43     TAXABLE WAGE BASE...............................................................5
         1.44     TERMINATION OF EMPLOYMENT.......................................................5
         1.45     TOP-HEAVY PLAN..................................................................5
         1.46     TRUSTEE.........................................................................5
         1.47     VALUATION DATE..................................................................5
         1.48     VESTED..........................................................................5
         1.49     YEAR OF ELIGIBILITY SERVICE.....................................................5
         1.50     YEAR OF VESTING SERVICE.........................................................5

SECTION TWO       ELIGIBILITY AND PARTICIPATION...................................................6
         2.01     ELIGIBILITY TO PARTICIPATE......................................................6
         2.02     PLAN ENTRY......................................................................6
         2.03     TRANSFER TO OR FROM INELIGIBLE CLASS............................................6
         2.04     RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE......................6
         2.05     DETERMINATIONS UNDER THIS SECTION...............................................6
         2.06     TERMS OF EMPLOYMENT.............................................................6
         2.07     SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED...........................6
         2.08     ELECTION NOT TO PARTICIPATE.....................................................7

SECTION THREE     CONTRIBUTIONS...................................................................7
         3.01     EMPLOYER CONTRIBUTIONS..........................................................7
         3.02     NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS............................................9
         3.03     ROLLOVER CONTRIBUTIONS..........................................................9
         3.04     TRANSFER CONTRIBUTIONS..........................................................9
         3.05     LIMITATION ON ALLOCATIONS.......................................................9

SECTION FOUR      INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION..............................12
         4.01     INDIVIDUAL ACCOUNTS............................................................12
         4.02     VALUATION OF FUND..............................................................12
         4.03     VALUATION OF INDIVIDUAL ACCOUNTS...............................................12
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>               <C>                                                                           <C>
         4.04     MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS.........................13
         4.05     SEGREGATION OF ASSETS..........................................................13
         4.06     STATEMENT OP INDIVIDUAL ACCOUNTS...............................................13

SECTION FIVE      TRUSTEE OR CUSTODIAN...........................................................13
         5.01     CREATION OF FUND...............................................................13
         5.02     INVESTMENT AUTHORITY...........................................................13
         5.03     FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST POWERS..........13
         5.04     FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND INDIVIDUAL TRUSTEE...14
         5.05     DIVISION OF FUND INTO INVESTMENT FUNDS.........................................15
         5.06     COMPENSATION AND EXPENSES......................................................15
         5.07     NOT OBLIGATED TO QUESTION DATA.................................................15
         5.08     LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS.....................................15
         5.09     RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)...............................15
         5.10     DEGREE OF CARE - LIMITATIONS OF LIABILITY......................................15
         5.11     INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR CUSTODIAN)................16
         5.12     INVESTMENT MANAGERS............................................................16
         5.13     MATTERS RELATING TO INSURANCE..................................................16
         5.14     DIRECTION OF INVESTMENTS BY PARTICIPANT........................................17

SECTION SIX       VESTING AND DISTRIBUTION.......................................................17
         6.01     DISTRIBUTION TO PARTICIPANT....................................................17
         6.02     FORM OF DISTRIBUTION TO A PARTICIPANT..........................................19
         6.03     DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT..................................20
         6.04     FORM OF DISTRIBUTION TO BENEFICIARY............................................20
         6.05     JOINT AND SURVIVOR ANNUITY REQUIREMENTS........................................20
         6.06     DISTRIBUTION REQUIREMENTS......................................................23
         6.07     ANNUITY CONTRACTS..............................................................25
         6.08     LOANS TO PARTICIPANTS..........................................................25
         6.09     DISTRIBUTION IN KIND...........................................................26
         6.10     DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS............................26
         6.11     PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES............................26

SECTION SEVEN     CLAIMS PROCEDURE...............................................................27
         7.01     FILING A CLAIM FOR PLAN DISTRIBUTIONS..........................................27
         7.02     DENIAL OF CLAIM................................................................27
         7.03     REMEDIES AVAILABLE.............................................................27

SECTION EIGHT     PLAN ADMINISTRATOR.............................................................27
         8.01     EMPLOYER IS PLAN ADMINISTRATOR.................................................27
         8.02     POWERS AND DUTIES OF THE PLAN ADMINISTRATOR....................................27
         8.03     EXPENSES AND Compensation......................................................28
         8.04     INFORMATION FROM EMPLOYER......................................................28

SECTION NINE      AMENDMENT AND TERMINATION......................................................28
         9.01     RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN...................................28
         9.02     RIGHT OF EMPLOYER TO AMEND THE PLAN............................................28
         9.03     LIMITATION ON POWER TO AMEND...................................................28
         9.04     AMENDMENT OF VESTING SCHEDULE..................................................28
         9.05     PERMANENCY.....................................................................29
         9.06     METHOD AND PROCEDURE FOR TERMINATION...........................................29
         9.07     CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER......................................29
         9.08     FAILURE OF PLAN QUALIFICATION..................................................29

SECTION TEN       MISCELLANEOUS..................................................................29
         10.01    STATE COMMUNITY PROPERTY LAWS..................................................29
         10.02    HEADINGS.......................................................................29
         10.03    GENDER AND NUMBER..............................................................29
         10.04    PLAN MERGER OR CONSOLIDATION...................................................29
         10.05    STANDARD OF FIDUCIARY CONDUCT..................................................29
         10.06    GENERAL UNDERTAKING OF ALL PARTIES.............................................29
         10.07    AGREEMENT BINDS HEIRS, ETC.....................................................29
         10.08    DETERMINATION OF TOP-HEAVY STATUS..............................................29
         10.09    SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES........................................30
         10.10    INALIENABILITY OF BENEFITS.....................................................31
         10.11    CANNOT ELIMINATE PROTECTED BENEFITS............................................31

SECTION ELEVEN    401(K) PROVISIONS..............................................................31
         11.01    DEFINITIONS....................................................................31
         11.02    ACThAL DEFERRAL PERCENTAGE (ADP)...............................................31
         11.03    AGGREGATE LIMIT................................................................31
         11.04    AVERAGE CONTRIBUTION PERCENTAGE (ACP)..........................................31
         11.05    CONTRIBUTING PARTICIPANT.......................................................31
         11.06    CONTRIBUTION PERCENTAGE........................................................32
         11.07    CONTRIBUTION PERCENTAGE AMOUNTS................................................32
         11.08    ELECTIVE DEFERRALS.............................................................32
         11.09    ELIGIBLE PARTICIPANT...........................................................32
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
<S>               <C>                                                                           <C>
         11.10    EXCESS AGGREGATE CONTRIBUTIONS.................................................32
         11.11    EXCESS CONTRIBUTIONS...........................................................32
         11.12    EXCESS ELECTIVE DEFERRALS......................................................32
         11.13    MATCHING CONTRIBUTION..........................................................32
         11.14    QUALIFIED NONELECTIVE CONTRIBUTIONS............................................32
         11.15    QUALIFIED MATCHING CONTRIBUTIONS...............................................33
         11.16    QUALIFYING CONTRIBUTING PARTICIPANT............................................33
         11.17    CONTRIBUTING PARTICIPANT.......................................................33
         11.18    REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT...........................33
         11.19    CHANGING ELECTIVE DEFERRAL AMOUNTS.............................................33
         11.20    CEASING ELECTIVE DEFERRALS.....................................................33
         11.21    RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS..........33
         11.22    CERTAIN ONE-TIME IRREVOCABLE ELECTIONS.........................................33
         11.23    CONTRIBUTIONS..................................................................33
         11.24    CONTRIBUTIONS BY EMPLOYER......................................................33
         11.25    MATCHING CONTRIBUTIONS.........................................................33
         11.26    QUALIFIED NONELECTIVE CONTRIBUTIONS............................................33
         11.27    QUALIFIED MATCHING CONTRIBUTIONS...............................................34
         11.28    NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS...........................................34
         11.29    NONDISCRIMINATION TESTING......................................................34
         11.30    ACTUAL DEFERRAL PERCENTAGE TEST (ADP)..........................................34
         11.31    LIMITS ON NONDEDUCTIBLE EMFLOYEE CONTRIBUTIONS AND MATCHING CONTRIBUTIONS......35
         11.32    DISTRIBUTION PROVISIONS........................................................35
         11.33    GENERAL RULE...................................................................35
         11.34    DISTRIBUTION REQUIREMENTS......................................................36
         11.35    HARDSHIP DISTRIBUTION..........................................................36
         11.36    DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS......................................36
         11.37    DISTRIBUTION OF EXCESS CONTRIBUTIONS...........................................37
         11.38    DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.................................37
         11.39    RECHARACTERIZATION.............................................................37
         11.40    DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL ADDITIONS..................37
         11.41    VESTING........................................................................38
         11.42    100% VESTING ON CERTAIN CONTRIBUTIONS..........................................38
         11.43    FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS..............................38

SECTION ONE       DEFINITIONS.....................................................................2
         1.01     STERLING........................................................................2
         1.02     INVESTMENT FIDUCIARY............................................................2
         1.03     IRS.............................................................................2
         1.04     RECORDKEEPER....................................................................2

SECTION TWO       APPOINTMENT OF STERLING.........................................................2

SECTION THREE     RESPONSIBILITIES OF STERLING....................................................2
         3.01     INVESTMENTS.....................................................................2
         3.02     ADVANCES........................................................................2
         3.03     FUND LIQUIDITY; DEPOSIT ACCOUNTS................................................2
         3.04     BROKER SELECTION................................................................3
         3.05     PAYMENTS AND DISBURSEMENTS......................................................3
         3.06     VOTING OF SHARES................................................................3
         3.07     BOOKS AND RECORDS...............................................................3
         3.08     PRICING.........................................................................3
         3.09     RECORD RETENTION................................................................3
         3.10     FILINGS.........................................................................3
         3.11     INSTRUCTIONS....................................................................4
         3.12     TAX ISSUES......................................................................4
         3.13     LOANS TO PARTICIPANTS...........................................................4
         3.14     INDEMNIFICATION; LIMITATIONS OF RESPONSIBILITY..................................4

SECTION FOUR      MISCELLANEOUS...................................................................4
         4.01     AMENDMENT.......................................................................4
         4.02     GOVERNING LAW...................................................................4
         4.03     NECESSARY PARTIES...............................................................4
         4.04     FORCE MAJEURE...................................................................4
         4.05     AGENTS..........................................................................4
</TABLE>

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      QUALIFIED RETIREMENT PLAN AND TRUST
      Defined Contribution Basic Plan Document 04

      ==========================================================================

SECTION ONE DEFINITIONS

            The following words and phrases when used in the Plan with initial
            capital letters shall, for the purpose of this Plan, have the
            meanings set forth below unless the context indicates that other
            meanings are intended:

      1.01  ADOPTION AGREEMENT

            Means the document executed by the Employer through which it adopts
            the Plan and Trust and thereby agrees to be bound by all terms and
            conditions of the Plan and Trust.

      1.02  BASIC PLAN DOCUMENT

            Means this prototype Plan and Trust document.

      1.03  BENEFICIARY

            Means the individual or individuals designated pursuant to Section
            6.03(A) of the Plan.

      1.04  BREAK IN ELIGIBILITY SERVICE

            Means a 12 consecutive month period which coincides with an
            Eligibility Computation Period during which an Employee fails to
            complete more than 500 Hours of Service (or such lesser number of
            Hours of Service specified in the Adoption Agreement for this
            purpose).

      1.05  BREAK IN VESTING SERVICE

            Means a Plan Year (or other vesting computation period described in
            Section 1.50) during which an Employee fails to complete more than
            500 Hours of Service (or such lesser number of Hours of Service
            specified in the Adoption Agreement for this purpose).

      1.06  CODE

            Means the Internal Revenue Code of 1986 as amended from
            time-to-time.

      1.07  COMPENSATION

            A.    BASIC DEFINITION

                  For Plan Years beginning on or after January 1, 1989, the
                  following definition of Compensation shall apply:

                  As elected by the Employer in the Adoption Agreement (and if
                  no election is made, W-2 wages will be deemed to have been
                  selected), Compensation shall mean one of the following:

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

                  2.    Section 3401(a) wages. Compensation is defined as wages
                        within the meaning of Section 3401(a) of the code, for
                        the purposes of income tax withholding at the source but
                        determined without regard to any rules that limit the
                        remuneration included in wages based on the nature or
                        location of the employment or the services performed
                        (such as the exception for agricultural labor in Section
                        3402(a)(2)).

                  3.    415 safe-harbor Compensation. Compensation is defined as
                        wakes, salaries, and fees for professional services and
                        other amounts received (without regard to whether or not
                        an amount is paid in cash) for personal services
                        actually rendered in the course of employment with the
                        Employer maintaining the Plan to the extent that the
                        amounts are includible in gross income (including, but
                        not limited to, commissions paid salesmen, Compensation
                        for services on the basis of a percentage of profits,
                        commissions on insurance premiums, tips, bonuses, fringe
                        benefits, and reimbursements or other expense allowances
                        under a nonaccountable plan (as described in 1.62-2(c)),
                        and excluding the following:

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

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

                        c.    Amounts realized from the sale, exchange or other
                              disposition of stock acquired under a qualified
                              stock option; and

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

                  For any Self-Employed Individual covered under the Plan,
                  Compensation will mean Earned Income.

            B.    DETERMINATION PERIOD AND OTHER RULES

                  Compensation shall include only that Compensation which is
                  actually paid to the Participant during the determination
                  period. Except as provided elsewhere in this Plan, the
                  determination period shall be the Plan Year unless the
                  Employer has selected another period in the Adoption
                  Agreement. If the Employer makes no election, the
                  determination period shall be the Plan Year.

                  Unless otherwise indicated in the Adoption Agreement,
                  Compensation shall include any amount which is contributed by
                  the Employer pursuant to a salary reduction agreement and
                  which is not includible in the gross income of the Employee
                  under Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the
                  Code.



<PAGE>





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2

                  Where this Plan is being adopted as an amendment and
                  restatement to bring a Prior Plan into compliance with the Tax
                  Reform Act of 1986, such Prior Plan's definition of
                  Compensation shall apply for Plan Years beginning before
                  January 1, 1989.

            C.    LIMITS ON COMPENSATION

                  For years beginning after December 31, 1988 and before January
                  1, 1994, the annual Compensation of each Participant taken
                  into account for determining all benefits provided under the
                  Plan for any determination period shall not exceed $200,000.
                  This limitation shall be adjusted by the Secretary at the same
                  time and in the same manner as under Section 415(d) of the
                  code, except that the dollar increase in effect on January 1
                  of any calendar year is effective for Plan Years beginning in
                  such calendar year and the first adjustment to the $200,000
                  limitation is effective on January 1, 1990.

                  For Plan Years beginning on or after January 1, 1994, the
                  annual Compensation of each Participant taken into account for
                  determining all benefits provided under the Plan for any Plan
                  Year shall not exceed $150,000, as adjusted for increases in
                  the cost-of-living in accordance with Section 401(a)(17)(B) of
                  the Internal Revenue Code. The cost-of-living adjustment in
                  effect for a calendar year applies to any determination period
                  beginning in such calendar year.

                  If the period for determining Compensation used in calculating
                  an Employee's allocation for a determination period is a short
                  Plan Year (i.e., shorter than 12 months), the annual
                  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 Section 414(q)(6) of the Code
                  shall apply, except in applying such roles, 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 dose of the year. If, as a result of the
                  application of such rules the adjusted $200,000 limitation is
                  exceeded, then (except for purposes of determining the portion
                  of Compensation up to the integration level, if this Plan
                  provides for permitted disparity), the limitation shall be
                  prorated among the affected individuals in proportion to each
                  such individual's Compensation as determined under this
                  Section prior to the application of this limitation.

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

      1.08  CUSTODIAN

            Means an entity specified in the Adoption Agreement as Custodian or
            any duly appointed successor as provided in Section 5.09.

      1.09  DISABILITY

            Unless the Employer has elected a different definition in the
            Adoption Agreement, Disability means the inability to engage in any
            substantial, gainful activity by reason of any medically
            determinable physical or mental impairment that can be expected to
            result in death or which has lasted or can be expected to last for a
            continuous period of not less than 12 months. The permanence and
            degree of such impairment shall be supported by medical evidence.

      1.10  EARLY RETIREMENT AGE

            Means the age specified in the Adoption Agreement. The Plan will not
            have an Early Retirement Age if none is specified in the Adoption
            Agreement.

      1.11  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 will be determined without regard to items not included
            in gross income and the deductions allocable to such items. Net
            earnings are reduced by contributions by the Employer to a qualified
            plan to the extent deductible under Section 404 of the Code.

            Net earnings shall be determined with regard to the deduction
            allowed to the Employer by Section 164(f) of the Code for taxable
            years beginning after December 31, 1989.

      1.12  EFFECTIVE DATE

            Means the date the Plan becomes effective as indicated in the
            Adoption Agreement. However, as indicated in the Adoption Agreement,
            certain provisions may have specific effective dates. Further, where
            a separate date is stated in the Plan as of which a particular Plan
            provision becomes effective, such date will control with respect to
            that provision.

      1.13  ELIGIBILITY COMPUTATION PERIOD

            An Employee's initial Eligibility Computation Period shall be the 12
            consecutive month period commencing on the Employee's Employment
            Commencement Date. The Employee's subsequent Eligibility Computation
            Periods shall be the 12 consecutive month periods commencing on the
            anniversaries of his or her Employment Commencement Date; provided,
            however, if pursuant to the Adoption Agreement, an Employee is
            required to complete one or less Years of Eligibility Service to
            become a Participant, then his or her subsequent Eligibility
            Computation Periods shall be the Plan Years commencing with the Plan
            Year beginning during his or her initial Eligibility computation
            Period. An Employee does not complete a Year of Eligibility Service
            before the end of the 12 consecutive month period regardless of when
            during such period the Employee completes the required number of
            Hours of Service.

      1.14  EMPLOYEE

            Means any person employed by an Employer maintaining the Plan or of
            any other employer required to be aggregated with such Employer
            under Sections 414(b), (c), (m) or (o) of the Code.

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

<PAGE>
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                                                                               3

      1.15  EMPLOYER

            Means any corporation, partnership, sole-proprietorship or other
            entity named in the Adoption Agreement and any successor who by
            merger, consolidation, purchase or otherwise assumes the obligations
            of the Plan. A partnership is considered to be the Employer of each
            of the partners and a sole-proprietorship is considered to be the
            Employer of a sole proprietor. Where this Plan is being maintained
            by a union or other entity that represents its member Employees in
            the negotiation of collective bargaining agreements, the term
            Employer shall mean such union or other entity.

      1.16  EMPLOYER CONTRIBUTION

            Means the amount contributed by the Employer each year as determined
            under this Plan.

      1.17  EMPLOYMENT COMMENCEMENT DATE

            An Employee's Employment Commencement date means the date the
            Employee first performs an Hour of Service for the Employer.

      1.18  EMPLOYER PROFIT SHARING CONTRIBUTION

            Means an Employer Contribution made pursuant to the Section of the
            Adoption Agreement titled "Employer Profit Sharing Contributions."
            The Employer may make Employer Profit Sharing Contributions without
            record to current or accumulated earnings or profits.

      1.19  ENTRY DATES

            Means the first day of the Plan Year and the first day of the
            seventh month of the Plan Year, unless the Employer has specified
            different dates in the Adoption Agreement.

      1.20  ERISA

            Means the Employee Retirement Income Security Act of 1974 as amended
            from time-to-time.

      1.21  FORFEITURE

            Means that portion of a Participant's Individual Account derived
            from Employer Contributions which he or she is not entitled to
            receive (i.e., the nonvested portion).

      1.22  FUND

            Means the Plan assets held by the Trustee for the Participants'
            exclusive benefit.

      1.23  HIGHLY COMPENSATED EMPLOYEE

            The term Highly compensated Employee includes highly compensated
            active employees and highly compensated former employees.

            A highly compensated active employee includes any Employee who
            performs service for the Employer during the determination year and
            who, during the look-back year: (a) received Compensation from the
            Employer in excess of $75,000 (as adjusted pursuant to Section
            415(d) of the Code); (b) received Compensation from the Employer in
            excess of $50,000 (as adjusted pursuant to Section 415(d) of the
            Code) and was a member of the top-paid group for such year; or (c)
            was an officer of the Employer and received Compensation during such
            year that is greater than 50% of the dollar limitation in effect
            under Section 415(b)(1)(A) of the Code. The term Highly Compensated
            Employee also includes: (a) Employees who are both described in the
            preceding sentence if the term "determination year" is substituted
            for the term "look-back year" and the Employee is one of the 100
            Employees who received the most Compensation from the Employer
            during the determination year; and 4(b) Employees who are 5% owners
            at any time during the look-back year or determination year.

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

            For this purpose, the determination year shall be the Plan Year. The
            look-back year shall be the 12 month period immediately preceding
            the determination year.

            A highly compensated former employee includes any Employee who
            separated from service (or was deemed to have separated) prior to
            the determination year, performs no service for the Employer during
            the determination year, and was a highly compensated active employee
            for either the separation year or any determination year ending on
            or after the Employee's 55th birthday.

            If an Employee is, during a determination year or look-back year, a
            family member of either a 5% owner who is an active or former
            Employee or a Highly Compensated Employee who is one of the 10 most
            Highly compensated Employees ranked on the basis of Compensation
            paid by the Employer during such year, then the family member and
            the 5% owner or top 10 Highly Compensated Employee shall be
            aggregated. In such case, the family member and 5% owner or top 10
            Highly compensated Employee shall be treated as a single Employee
            receiving Compensation and Plan contributions or benefits equal to
            the sum of such Compensation and contributions or benefits of the
            family member and 5% owner or top 10 Highly Compensated Employee.
            For purposes of this Section, family member includes the spouse,
            lineal ascendants and descendants of the Employee or former Employee
            and the spouses of such lineal ascendants and descendants.

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

      1.24  HOURS OF SERVICE - MEANS

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

            (b)   Each hour for which an Employee is paid, or entitled to
                  payment, by the Employer on account of a period of time during
                  which no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence. No more than 501
                  Hours of Service will 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 Employer. The
                  same Hours of Service will not be credited both under
                  paragraph (A) or paragraph (B), as the case may be, and under
                  this paragraph (c). These hours will be

<PAGE>
================================================================================
4

                  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)   Solely for purposes of determining whether a Break in
                  Eligibility Service or a Break in vesting Service has occurred
                  in a computation period (the computation period for purposes
                  of determining whether a Break in Vesting Service has occurred
                  is the Plan Year or other vesting computation period described
                  in Section 1.50), an individual who is absent from work for
                  maternity or paternity reasons shall receive credit for the
                  Hours of Service which would otherwise have been credited to
                  such individual but for such absence, or in any case in which
                  such hours cannot be determined, 8 Hours of Service per day of
                  such absence. For purposes of this paragraph, an absence from
                  work for maternity or paternity reasons means an absence (1)
                  by reason of the pregnancy of the individual, (2) by reason of
                  a birth of a child of the individual, (3) by reason of the
                  placement of a child with the individual in connection with
                  the adoption of such child by such individual, or (4) for
                  purposes of caring for such child for a period beginning
                  immediately following such birth or placement. The Hours of
                  Service credited under this paragraph shall be credited (1) in
                  the Eligibility Computation Period or plan Year or other
                  vesting computation period described in Section 1.50 in which
                  the absence begins if the crediting is necessary to prevent a
                  Break in Eligibility Service or a Break in Vesting Service in
                  the applicable period, or (2) in all other cases, in the
                  following Eligibility Computation Period or Plan Year or other
                  vesting computation period described in Section 1.50.

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

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

            (f)   Where the Employer maintains the plan of a predecessor
                  employer, service for such predecessor employer shall be
                  treeated as service for the Employer.

            (g)   The above method for determining Hours of Service may be
                  altered as specified in the Adoption Agreement.

      1.25  INDIVIDUAL ACCOUNT

            Means the account established and maintained under this Plan for
            each Participant in accordance with Section 4.01.

      1.26  INVESTMENT FUND

            Means a subdivision of the Fund established pursuant to Section
            5.05.

      1.27  KEY EMPLOYEE

            Means any person who is determined to be a Key Employee under
            Section 10-08.

      1.28  LEASED EMPLOYEE

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

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


      1.29  NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

            Means any contribution made to the Plan by or on behalf of a
            Participant that is included in the Participant's gross income in
            the year in which made and that is maintained under a separate
            account to which earnings and losses are allocated.

      1.30  NORMAL RETIREMENT AGE

            Means the age specified in the Adoption Agreement. However, if the
            Employer enforces a mandatory retirement age which is less than the
            Normal Retirement Age, such mandatory age is deemed to be the Normal
            Retirement Age. If no age is specified in the Adoption Agreement,
            the Normal Retirement Age shall be age 65.

      1.31  OWNER - EMPLOYEE

            Means an individual who is a sole proprietor, or who is a partner
            owning more than 10% of either the capital or profits interest of
            the partnership.

      1.32  PARTICIPANT

            Means any Employee or former Employee of the Employer who has met
            the Plan's eligibility requirements, has entered the Plan and who is
            or may become eligible to receive a benefit of any type from this
            Plan or whose Beneficiary may be eligible to receive any such
            benefit.

      1.33  PLAN

            Means the prototype defined contribution plan adopted by the
            Employer. The Plan consists of this Basic Plan Document plus the
            corresponding Adoption Agreement as completed and signed by the
            Employer.

      1.34  PLAN ADMINISTRATOR

            Means the person or persons determined to be the Plan Administrator
            in accordance with Section 8.01.

      1.35  PLAN YEAR

            Means the 12 consecutive month period which coincides with the
            Employer's fiscal year or such other 12 consecutive month period as
            is designated in the Adoption Agreement.
<PAGE>
================================================================================
                                                                               5

      1.36  PRIOR PLAN

            Means a plan which was amended or replaced by adoption of this Plan
            document as indicated in the Adoption Agreement.

      1.37  PROTOTYPE SPONSOR

            Means the entity specified in the Adoption Agreement that makes this
            prototype plan available to employers for adoption.

      1.38  QUALIFYING PARTICIPANT

            Means a Participant who has satisfied the requirements described in
            Section 3.01 (B)(2) to be entitled to share in any Employer
            Contribution (and Forfeitures, if applicable) for a Plan Year.

      1.39  RELATED EMPLOYER

            Means an employer that may be required to be aggregated with the
            Employer adopting this Plan for certain qualification requirements
            under Sections 414(b), (c), (m) or (o) of the Code (or any other
            employer that has ownership In common with the Employer). A Related
            Employer may participate in this Plan if so indicated in the Section
            of the Adoption Agreement titled "Employer Information" or if such
            Related Employer executes a Related Employer Participation
            Agreement.

      1.40  RELATED EMPLOYER PARTICIPATION AGREEMENT

            Means the agreement under this prototype Plan that a Related
            Employer may execute to participate in this Plan.

      1.41  SELF-EMPLOYED INDIVIDUAL

            Means an individual who has Earned Income for the taxable year from
            the trade or business for which the Plan is established; also, an
            individual who would have had Earned Income but for the fact that
            the trade or business had no net profits for the taxable year.

      1.42  SEPARATE FUND

            Means a subdivision of the Fund held in the name of a particular
            Participant representing certain assets held for that Participant.
            The assets which comprise a Participant's Separate Fund are those
            assets earmarked for him or her and those assets subject to the
            Participant's individual direction pursuant to Section 5.14.

      1.43  TAXABLE WAGE BASE

            Means, with respect to any taxable year, the contribution and
            benefit base in effect under Section 230 of the Social Security Act
            at the beginning of the Plan Year.

      1.44  TERMINATION OF EMPLOYMENT

            A Termination of Employment of an Employee of an Employer shall
            occur whenever his or her status as an Employee of such Employer
            ceases for any reason other than death. An Employee who does not
            return to work for the Employer on or before the expiration of an
            authorized leave of absence from such Employer shall be deemed to
            have incurred a Termination of Employment when such leave ends.

      1.45  TOP-HEAVY PLAN

            This Plan is a Top-Heavy Plan for any Plan Year if it is determined
            to be such pursuant to Section 10.08.

      1.46  TRUSTEE

            Means an individual, individuals or corporation specified in the
            Adoption Agreement as Trustee or any duly appointed successor as
            provided in Section 5.09. Trustee shall mean Custodian in the event
            the financial organization named as Trustee does not have full trust
            powers.

      1.47  VALUATION DATE

            Means the date or dates as specified in the Adoption Agreement. If
            no date is specified in the Adoption Agreement, the Valuation Date
            shall be the last day of the Plan Year and each other date
            designated by the Plan Administrator which is selected in a uniform
            and nondiscriminatory manner when the assets of the Fund are valued
            at their then fair market value.

      1.48  VESTED

            Means nonforfeitable, that is, a claim which is unconditional and
            legally enforceable against the Plan obtained by a Participant or
            the Participant's Beneficiary to that part of an immediate or
            deferred benefit under the Plan which arises from a Participant's
            Years of Vesting Service.

      1.49  YEAR OF ELIGIBILITY SERVICE

            Means a 12 consecutive month period which coincides with an
            Eligibility computation Period during which an Employee completes at
            least 1,000 Hours of Service (or such lesser number of Hours of
            Service specified in the Adoption Agreement for this purpose). An
            Employee does not complete a Year of Eligibility Service before the
            end of the 12 consecutive month period regardless of when during
            such period the Employee completes the required number of Hours of
            Service.

      1.50  YEAR OF VESTING SERVICE

            Means a Plan Year during which an Employee completes at least 1,000
            Hours of Service (or such lesser number of Hours of Service
            specified in the Adoption Agreement for this purpose).
            Notwithstanding the preceding sentence, where the Employer so
            indicates in the Adoption Agreement, vesting shall be computed by
            reference to the 12 consecutive month period beginning with the
            Employee's Employment commencement Date and each successive 12 month
            period commencing on the anniversaries thereof.

            In the case of a Participant who has 5 or more consecutive Breaks in
            Vesting Service, all Years of Vesting Service after such Breaks in
            Vesting Service will be disregarded for the purpose of determining
            the Vested portion of his or her Individual Account derived from
            Employer contributions that accrued before such breaks. Such
            Participant's prebreak service will count in vesting the postbreak
            Individual Account derived from Employer Contributions only if
            either:

            (A)   such Participant had any Vested right to any portion of his or
                  her Individual Account derived from Employer Contributions at
                  the time of his or her Termination of Employment; or

            (B)   upon returning to service, the number of consecutive Breaks in
                  Vesting Service is less than his or her number of Years of
                  Vesting Service before such breaks.

                  Separate subaccounts will be maintained for the Participant's
                  prebreak and postbreak portions of his or her Individual
                  Account derived from Employer contributions. Both subaccounts
                  will share in the gains and losses of the Fund.
<PAGE>
================================================================================
6

                  Years of Vesting Service shall not include any period of time
                  excluded from Years of Vesting Service in the Adoption
                  Agreement.

                  In the event the Plan Year is changed to a new 12-month
                  period, Employees shall receive credit for Years of Vesting
                  Service, in accordance with the preceding provisions of this
                  definition, for each of the Plan Years (the old and new Plan
                  Years) which overlap as a result of such change.

SECTION TWO ELIGIBILITY AND PARTICIPATION

      2.01  ELIGIBILITY TO PARTICIPATE

            Each Employee of the Employer, except those Employees who belong to
            a class of Employees which is excluded from participation as
            indicated in the Adoption Agreement, shall be eligible to
            participate in this Plan upon the satisfaction of the age and Years
            of Eligibility Service requirements specified in the Adoption
            Agreement.

      2.02  PLAN ENTRY

            (a)   If this Plan is a replacement of a Prior Plan by amendment or
                  restatement, each Employee of the Employer who was a
                  Participant in said Prior Plan before the Effective Date shall
                  continue to be a Participant in this Plan.

            (b)   An Employee will become a Participant in the Plan as of the
                  Effective Date if the Employee has met the eligibility
                  requirements of Section 2.01 as of such date. After the
                  Effective Date, each Employee shall become a Participant on
                  the first Entry Date following the date the Employee satisfies
                  the eligibility requirements of Section 2.01 unless otherwise
                  indicated in the Adoption Agreement.

            (c)   The Plan Administrator shall notify each Employee who becomes
                  eligible to be a Participant under this Plan and shall furnish
                  the Employee with the application form, enrollment forms or
                  other documents which are required of Participants. The
                  eligible Employee shall execute such forms or documents and
                  make available such information as may be required in the
                  administration of the Plan.

      2.03  TRANSFER TO OR FROM INELIGIBLE CLASS

            If an Employee who had been a Participant becomes ineligible to
            participate because he or she is no longer a member of an eligible
            class of Employees, but has not incurred a Break in Eligibility
            Service, such Employee shall participate immediately upon his or her
            return to an eligible class of Employees. If such Employee incurs a
            Break in Eligibility Service, his or her eligibility to participate
            shall be determined by Section 2.04.

            An Employee who is not a member of the eligible class of Employees
            will become a Participant immediately upon becoming a member of the
            eligible class provided such Employee has satisfied the age and
            Years of Eligibility Service requirements. If such Employee has not
            satisfied the age and Years of Eligibility Service requirements as
            of the date he or she becomes a member of the eligible class, such
            Employee shall become a Participant on the first Entry Date
            following the date he or she satisfies those requirements unless
            otherwise indicated in the Adoption Agreement.

      2.04  RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE

            (a)   EMPLOYEE NOT PARTICIPANT BEFORE BREAK - If an Employee incurs
                  a Break in Eligibility Service before satisfying the Plan's
                  eligibility requirements, such Employee's Years of Eligibility
                  Service before such Break in Eligibility Service will not be
                  taken into account.

            (b)   NONVESTED PARTICIPANTS - In the case of a Participant who does
                  not have a Vested interest in his or her Individual Account
                  derived from Employer contributions, Years of Eligibility
                  Service before a period of consecutive Breaks in Eligibility
                  Service will not be taken into account for eligibility
                  purposes if the number of consecutive Breaks in Eligibility
                  Service in such period equals or exceeds the greater of 5 or
                  the aggregate number of Years of Eligibility Service before
                  such break. Such aggregate number of Years of Eligibility
                  Service will not include any Years of Eligibility Service
                  disregarded under the preceding sentence by reason of prior
                  breaks.

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

            (c)   VESTED PARTICIPANTS - A Participant who has sustained a Break
                  in Eligibility Service and who had a Vested interest in all or
                  a portion of his or her Individual Account derived from
                  Employer Contributions shall continue to participate in the
                  Plan, or, if terminated, shall participate immediately upon
                  reemployment.

      2.05  DETERMINATIONS UNDER THIS SECTION

            The Plan Administrator shall determine the eligibility of each
            Employee to be a Participant. This determination shall be conclusive
            and binding upon all persons except as otherwise provided herein or
            by law.

      2.06  TERMS OF EMPLOYMENT

            Neither the fact of the establishment of the Plan nor the fact that
            a common law Employee has become a Participant shall give to that
            common law Employee any right to continued employment; nor shall
            either fact limit the right of the Employer to discharge or to deal
            otherwise with a common law Employee without regard to the effect
            such treatment may have upon the Employee's rights under the Plan.

      2.07  SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED

            This Section 2.07 shall apply where the Employer has indicated in
            the Adoption Agreement that the elapsed time method will be used.
            When this Section applies, the definitions of year of service, break
            in service and hour of service in this Section will replace the
            definitions of Year of Eligibility Service, Year of Vesting Service,
            Break in Eligibility Service, Break in Vesting Service and Hours of
            Service found in the Definitions Section of the Plan (Section One).

            For purposes of determining an Employee's initial or continued
            eligibility to participate in the Plan or the Vested interest in the
            Participant's Individual Account balance derived from Employer
            Contributions, (except for periods of service which may be
            disregarded on account of the "rule of parity" described in Sections
            1.50 and 2.04) an Employee will receive credit for the aggregate of
            all time period(s) commencing with the Employee's first day of
            employment or reemployment and ending on the date a break in service
            begins. The first day of employment or reemployment is the first day
            the Employee performs an hour of service. An Employee will also
            receive credit for any period of severance of less than 12
            consecutive months. Fractional periods of a year will be expressed
            in terms of days.

            For purposes of this Section, hour of service will mean each hour
            for which an Employee is paid or entitled to payment for the
            performance of duties for the Employer. Break in service is a period
            of severance of at least 12 consecutive months. Period of severance
            is a continuous period of time

<PAGE>

================================================================================
                                                                               7

            during which the Employee is not employed by the Employer. Such
            period begins on the date the Employee retires, quits or is
            discharged; or if earlier, the 12 month anniversary of the date on
            which the Employee was otherwise first absent from service.

            In the case of an individual who is absent from work for maternity
            or paternity reasons, the 12 consecutive month period beginning on
            the first anniversary of the first date of such absence shall not
            constitute a break in service. For purposes of this paragraph an
            absence from work for maternity or paternity reasons means an
            absence (1) by reason of the pregnancy of the individual, (2) by
            reason of the 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.

            Each Employee will share in Employer contributions for the period
            beginning on the date the Employee commences participation under the
            Plan and ending on the date on which such Employee severs employment
            with the Employer or is no longer a member of an eligible class of
            Employees.

            If the Employer is a member of an affiliated service group (under
            Section 414(m) of the Code), a controlled group of corporations
            (under Section 414(b) of the Code), a group of trades or businesses
            under common control (under Section 414(c) of the Code), or any
            other entity required to be aggregated with the Employer pursuant to
            Section 414(o) of the Code, service will be credited for any
            employment for any period of time for any other member of such
            group. Service will also be credited for any individual required
            under Section 414(n) or Section 414(o) to be considered an Employee
            of any Employer aggregated under Section 414(b), (c), or (m) of the
            Code.

      2.08  ELECTION NOT TO PARTICIPATE

            This Section 2.08 will apply if this Plan is a nonstandardized plan
            and the Adoption Agreement so provides. If this Section applies,
            then an Employee or a Participant may elect not to participate in
            the Plan for one or more Plan Years. The Employer may not contribute
            for an Employee or Participant for any Plan Year during which such
            Employee's or Participant's election not to participate is in
            effect. Any election not to participate must be in writing and filed
            with the Plan Administrator.

            The Plan Administrator shall establish such uniform and
            nondiscriminatory rules as it deems necessary or advisable to carry
            out the terms of this Section; including, but not limited to, rules
            prescribing the timing of the filing of elections not to participate
            and the procedures for electing to re-participate in the Plan.

            An Employee or Participant continues to earn credit for vesting and
            eligibility purposes for each Year of Vesting Service or Year of
            Eligibility Service he or she completes and his or her Individual
            Account (if any) will share in the gains or losses of the Fund
            during the periods he or she elects not to participate.

SECTION THREE CONTRIBUTIONS

      3.01  EMPLOYER CONTRIBUTIONS

            A.    OBLIGATION TO CONTRIBUTE - The Employer shall make
                  Contributions to the Plan in accordance with the contribution
                  formula specified in the Adoption Agreement. If this Plan is a
                  profit sharing plan, the Employer shall, in its sole
                  discretion, make contributions without regard to current or
                  accumulated earnings or profits.


            B.    ALLOCATION FORMULA AND THE RIGHT TO SHARE IN THE EMPLOYER
                  CONTRIBUTION

                  1.    General - The Employer contribution for any Plan Year
                        will be allocated or contributed to the Individual
                        Accounts of Qualifying Participants in accordance with
                        the allocation or contribution formula specified in the
                        Adoption Agreement. The Employer Contribution for any
                        Plan Year will be allocated to each Participant's
                        Individual Account as of the last day of that Plan Year.

                        Any Employer contribution for a Plan Year must satisfy
                        Section 401(a)(4) and the regulations thereunder for
                        such Plan Year.

                  2.    Qualifying Participants - A Participant is a Qualifying
                        Participant and is entitled to share in the Employer
                        Contribution for any Plan Year if the Participant was a
                        Participant on at least one day during the Plan Year and
                        satisfies any additional conditions specified in the
                        Adoption Agreement. If this Plan is a standardized plan,
                        unless the Employer specifies more favorable conditions
                        in the Adoption Agreement, a Participant will not be a
                        qualifying Participant for a Plan Year if he or she
                        incurs a Termination of Employment during such Plan Year
                        with not more than 500 Hours of Service if he or she is
                        not an Employee on the last day of the Plan Year. The
                        determination of whether a Participant is entitled to
                        share in the Employer Contribution shall be made as of
                        the last day of each Plan Year.

                  3.    Special Rules for Integrated Plans - This Plan may not
                        allocate contributions based on an integrated formula if
                        the Employer maintains any other plan that provides for
                        allocation of contributions based on an integrated
                        formula that benefits any of the same Participants. If
                        the Employer has selected the integrated contribution or
                        allocation formula in the Adoption Agreement, then the
                        maximum disparity rate shall be determined in accordance
                        with the following table.

<TABLE>
<CAPTION>
                                                                  MAXIMUM DISPARITY RATE

                                                                                  Top-Heavy              Nonstandardized and
                           Integration Level          Money Purchase            Profit Sharing       Non-Top-Heavy Profit Sharing
                     --------------------------- ------------------------- ------------------------- -----------------------------
                     <S>                         <C>                        <C>                      <C>
                     Taxable Wage Base (TWB)               5.7%                      2.7%                        5.7%

                     More than $0 but not more             5.7%                      2.7%                        5.7%
                     than 20% of TWB

                     More than 20% of TWB but              4.3%                      1.3%                        4.3%
                     not more than 80% of TWB

                     More than 80% of TWB but              5.4%                      2.4%                        5.4%
                     not more than TWB
</TABLE>

<PAGE>
================================================================================
8

            C.    ALLOCATION OF FORFEITURES - Forfeitures for a Plan Year which
                  arise as a result of the application of Section 6.01(D) shall
                  be allocated as follows:


                  1.    Profit Sharing Plan - If this is a profit sharing plan,
                        unless the Adoption Agreement indicates otherwise,
                        Forfeitures shall be allocated in the manner provided in
                        Section 3.01(B) (for Employer Contributions) to the
                        Individual Accounts of Qualifying Participants who are
                        entitled to share in the Employer Contribution for such
                        Plan Year. Forfeitures shall be allocated as of the last
                        day of the Plan Year during which the Forfeiture arose
                        (or any subsequent Plan Year if indicated in the
                        Adoption Agreement).

                  2.    Money Purchase Pension and Target Benefit Plan - If this
                        Plan is a money purchase plan or a target benefit plan,
                        unless the Adoption Agreement indicates otherwise,
                        Forfeitures shall be applied towards the reduction of
                        Employer Contributions to the Plan. Forfeitures shall be
                        allocated as of the last day of the Plan Year during
                        which the Forfeiture arose (or any subsequent Plan Year
                        if indicated in the Adoption Agreement).

            D.    TIMING OF EMPLOYER CONTRIBUTION - The Employer Contribution
                  for each Plan Year shall be delivered to the Trustee (or
                  Custodian, if applicable) not later than the due date for
                  filing the Employer's income tax return for its fiscal year in
                  which the Plan Year ends, including extensions thereof.


            E.    MINIMUM ALLOCATION FOR TOP-HEAVY PLANS - The Contribution and
                  allocation provisions of this Section 3.01(E) shall apply for
                  any Plan Year with respect to which this Plan is a Top-Heavy
                  Plan.


                  1.    Except as otherwise provided in (3) and (4) below, the
                        Employer Contributions and Forfeitures allocated on
                        behalf of any Participant who is not a Key Employee
                        shall not be less than the lesser of 3% of such
                        Participant's Compensation or (in the case where the
                        Employer has no defined benefit plan which designates
                        this Plan to satisfy Section 40l of the Code) the
                        largest percentage of Employer Contributions and
                        Forfeitures, as a percentage of the first $200,000
                        ($150,000 for Plan Years beginning after December
                        31,1993), (increased by any cost of living adjustment
                        made by the Secretary of Treasury or the Secretary's
                        delegate) of the Key Employee's Compensation, allocated
                        on behalf of any Key Employee for that year. The minimum
                        allocation is determined without regard to any Social
                        Security Contribution. The Employer may, in the Adoption
                        Agreement, limit the Participants who are entitled to
                        receive the minimum allocation. This minimum allocation
                        shall be made even though under other Plan provisions,
                        the Participant would not otherwise be entitled to
                        receive an allocation, or would have received a lesser
                        allocation for the year because of (a) the Participant's
                        failure to complete 1,000 Hours of Service (or any
                        equivalent provided in the Plan), or (b) the
                        Participant's failure to make mandatory Nondeductible
                        Employee Contributions to the Plan, or (c) Compensation
                        less than a stated amount.

                  2.    For purposes of computing the minimum allocation,
                        Compensation shall mean Compensation as defined in
                        Section 1.07 of the Plan and shall exclude any amounts
                        contributed by the Employer pursuant to a salary
                        reduction agreement and which is not includible in the
                        gross income of the Employee under Sections 125,
                        402(e)(3), 402(h)(1)(B) or 403(b) of the Code even if
                        the Employer has elected to include such contributions
                        in the definition of Compensation used for other
                        purposes under the Plan.

                  3.    The provision in (1) above shall not apply to any
                        Participant who was not employed by the Employer on the
                        last day of the Plan Year.

                  4.    The provision in (1) above shall not apply to any
                        Participant to the extent the Participant is covered
                        under any other plan or plans of the Employer and the
                        Employer has provided in the adoption agreement that the
                        minimum allocation or benefit requirement applicable to
                        Top-Heavy Plans will be met in the other plan or plans.

                  5.    The minimum allocation required under this Section
                        3.01(E) and Section 3.01(F)(1) (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).


            F.    SPECIAL REQUIREMENTS FOR PAIRED PLANS - The Employer maintains
                  paired plans if the Employer has adopted both a standardized
                  profit sharing plan and a standardized money purchase pension
                  plan using this Basic Plan Document.


                  1.    Minimum Allocation - When the paired plans are
                        top-heavy, the top-heavy requirements set forth in
                        Section 3.01(E)(1) of the Plan shall apply.

                        a.    Same eligibility requirements. In satisfying the
                              top-heavy minimum allocation requirements set
                              forth in Section 3.01(E) of the Plan, if the
                              Employees benefiting under each of the Paired
                              plans are identical, the top-heavy minimum
                              allocation shall be made to the money purchase
                              pension plan.

                        b.    Different eligibility requirements. In satisfying
                              the top-heavy minimum allocation requirements set
                              forth in Section 3.01(E) of the Plan, if the
                              Employees benefiting under each of the paired
                              plans are not identical, the top-heavy minimum
                              allocation will be made to both of the paired
                              plans.

                              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 Section
                              1.410(b)-3(a).

                  2.    Only One Plan can Be Integrated - If the Employer
                        maintains paired plans, only one of the Plans may
                        provide for the disparity in contributions which is
                        permitted under Section 401(1) of the Code. In the event
                        that both Adoption Agreements provide for such
                        integration, only the money purchase pension plan shall
                        be deemed to be integrated.

            G.    RETURN OF THE EMPLOYER CONTRIBUTION TO THE EMPLOYER UNDER
                  SPECIAL CIRCUMSTANCES - Any contribution made by the Employer
                  because of a mistake of fact must be returned to the Employer
                  within one year of the contribution.


                  In the event that the Commissioner of Internal Revenue
                  determines that the Plan is not initially qualified under the
                  code, any contributions made incident to that initial

<PAGE>

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                                                                               9

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

                  In the event that a contribution made by the Employer under
                  this Plan is conditioned on deductibility and is not
                  deductible under code Section 404, the contribution, to the
                  extent of the amount disallowed, must be returned to the
                  Employer within one year after the deduction is disallowed.

            H.    OMISSION OF PARTICIPANT

                  1.    If the Plan is a money purchase plan or a target benefit
                        plan and, if in any Plan Year, any Employee who should
                        be included as a Participant is erroneously omitted and
                        discovery of such omission is not made until after a
                        contribution by the Employer for the year has been made
                        and allocated, the Employer shall make a subsequent
                        contribution to include earnings thereon, with respect
                        to the omitted Employee in the amount which the Employer
                        would have contributed with respect to that Employee had
                        he or she not been omitted.

                  2.    If the Plan is a profit sharing plan, and if in any Plan
                        Year, any Employee who should be included as a
                        Participant is erroneously omitted and discovery of such
                        omission is not made until after the Employer
                        Contribution has been made and allocated, then the Plan
                        Administrator must re-do the allocation (if a correction
                        can be made) and inform the Employee. Alternatively, the
                        Employer may choose to contribute for the omitted
                        Employee the amount to include earnings thereon, which
                        the Employer would have contributed for the Employee.

      3.02  NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

            This Plan will not accept Nondeductible Employee Contributions and
            matching contributions for Plan Years beginning after the Plan Year
            in which this Plan is adopted by the Employer. Nondeductible
            Employee Contributions for Plan Years beginning after December 31,
            1986, together with any matching contributions as defined in Section
            401(m) of the Code, will be limited so as to meet the
            nondiscrimination test of Section 401(m) of the Code.

            A separate account will be maintained by the Plan Administrator for
            the Nondeductible Employee Contributions of each Participant.

            A Participant may, upon a written request submitted to the Plan
            Administrator withdraw the lesser of the portion of his or her
            Individual Account attributable to his or her Nondeductible Employee
            Contributions or the amount he or she contributed as Nondeductible
            Employee Contributions.

            Nondeductible Employee Contributions and earnings thereon will be
            nonforfeitable at all times. No Forfeiture will occur solely as a
            result of an Employee's withdrawal of Nondeductible Employee
            Contributions.

            The Plan Administrator will not accept deductible employee
            contributions which are made for a taxable year beginning after
            December 31,1986. Contributions made prior to that date will be
            maintained in a separate account which will be nonforfeitable at all
            times. The account will share in the gains and losses of the Fund in
            the same manner as described in Section 4.03 of the Plan. No part of
            the deductible employee contribution account will be used to
            purchase life insurance. Subject to Section 6.05, joint and survivor
            annuity requirements (if applicable), the Participant may withdraw
            any part of the deductible employee contribution account by making a
            written application to the Plan Administrator.

      3.03  ROLLOVER CONTRIBUTIONS

            If so indicated in the Adoption Agreement, an Employee may
            contribute a rollover contribution to the Plan. The Plan
            Administrator may require the Employee to submit a written
            certification that the contribution qualifies as a rollover
            contribution under the applicable provisions of the Code. If it is
            later determined that all or part of a rollover contribution was
            ineligible to be rolled into the Plan, the Plan Administrator shall
            direct that any ineligible amounts, plus earnings attributable
            thereto, be distributed from the Plan to the Employee as soon as
            administratively feasible.

            A separate account shall be maintained by the Plan Administrator for
            each Employee's rollover contributions which will be nonforfeitable
            at all times. Such account will share in the income and gains and
            losses of the Fund in the manner described in Section 4.03 and shall
            be subject to the Plan's provisions governing distributions.

            The Employer may, in a uniform and nondiscriminatory manner, only
            allow Employees who have become Participants in the Plan to make
            rollover contributions.


      3.04  TRANSFER CONTRIBUTIONS

            If so indicated in the Adoption Agreement, the Trustee (or
            Custodian, if applicable) may receive any amounts transferred to it
            from the trustee or custodian of another plan qualified under Code
            Section 401(a). If it is later determined that all or part of a
            transfer contribution was ineligible to be transferred into the
            Plan, the Plan Administrator shall direct that any ineligible
            amounts, plus earnings attributable thereto, be distributed from the
            Plan to the Employee as soon as administratively feasible.

            A separate account shall be maintained by the Plan Administrator for
            each Employee's transfer contributions which will be nonforfeitable
            at all times. Such account will share in the income and gains and
            losses of the Fund and the manner described in Section 4.03 and
            shall be subject to the Plan's provisions governing distributions.
            Notwithstanding any provision of this Plan to the contrary to the
            extent that any optional form of benefit under this Plan permits a
            distribution prior to the Employee's retirement, death, Disability,
            or severance from employment, and prior to Plan termination, the
            optional form of benefit is not available with respect to benefits
            attributable to assets (including the post-transfer earnings
            thereon) and liabilities that are transferred, within the meaning of
            Section 414(1) of the Internal Revenue Code, to this Plan from a
            money purchase pension plan qualified under Section 401(a) of the
            Internal Revenue Code (other than any portion of those assets and
            liabilities attributable to voluntary employee contributions).

            The Employer may, in a uniform and nondiscriminatory manner, only
            allow Employees who have become Participants in the Plan to make
            transfer contributions.

      3.05  LIMITATION ON ALLOCATIONS

            (a)   If the Participant does not participate in, and has never
                  participated in another qualified plan maintained by the
                  Employer or a welfare benefit fund, as defined in Section
                  419(e) of the Code maintained by the Employer, or an
                  individual medical account, as defined in Section 415(l)(2) of
                  the Code, or a simplified employee pension plan, as defined in
                  Section 408(k) of the Code, maintained by the Employer, which
                  provides an annual addition as defined in Section 3.08(E)(1),
                  the following rules shall apply:
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10

                  1.    The amount of annual additions which may be credited to
                        the Participant's Individual Account for any limitation
                        year will not exceed the lesser of the maximum
                        permissible amount or any other limitation contained in
                        this Plan. If the Employer Contribution that would
                        otherwise be contributed or allocated to the
                        Participant's Individual Account would cause the annual
                        additions for the limitation year to exceed the maximum
                        permissible amount, the amount contributed or allocated
                        will be reduced so that the annual additions for the
                        limitation year will equal the maximum permissible
                        amount.

                  2.    Prior to determining the Participant's actual
                        Compensation for the limitation year, the Employer may
                        determine the maximum permissible amount for a
                        Participant on the basis of a reasonable estimation of
                        the Participant's Compensation for the limitation year,
                        uniformly determined for all Participants similarly
                        situated.

                  3.    As soon as is administratively feasible after the end of
                        the limitation year, the maximum permissible amount for
                        the limitation year will be determined on the basis of
                        the Participant's actual Compensation for the limitation
                        year.

                  4.    If pursuant to Section 3.05(A)(3) or as a result of the
                        allocation of Forfeitures there is an excess amount, the
                        excess will be disposed of as follows:

                        a.    Any Nondeductible Employee Contributions, to the
                              extent they would reduce the excess amount, will
                              be returned to the Participant;

                        b.    If after the application of paragraph (a) an
                              excess amount still exists, and the Participant is
                              covered by the Plan at the end of the limitation
                              year, the excess amount in the Participant's
                              Individual Account will be used to reduce Employer
                              Contributions (including any allocation of
                              Forfeitures) for such Participant in the next
                              limitation year, and each succeeding limitation
                              year if necessary;

                        c.    If after the application of paragraph (b) an
                              excess amount still exists, and the Participant is
                              not covered by the Plan at the end of a limitation
                              year, the excess amount will be held unallocated
                              in a suspense account. The suspense account will
                              be applied to reduce future Employer Contributions
                              (including allocation of any Forfeitures) for all
                              remaining Participants in the next limitation
                              year, and each succeeding limitation year if
                              necessary;

                        d.    If a suspense account is in existence at any time
                              during a limitation year pursuant to this Section,
                              it will not participate in the allocation of the
                              Fund's investment gains and losses. If a suspense
                              account is in existence at any time during a
                              particular limitation year, all amounts in the
                              suspense account must be allocated and reallocated
                              to Participants' Individual Accounts before any
                              Employer Contributions or any Nondeductible
                              Employee Contributions may be made to the Plan for
                              that limitation year. Excess amounts may not be
                              distributed to Participants or former
                              Participants.

                  (b)   If, in addition to this Plan, the Participant is covered
                        under another qualified master or prototype defined
                        contribution plan maintained by the Employer, a welfare
                        benefit fund maintained by the Employer, an individual
                        medical account maintained by the Employer, or a
                        simplified employee pension maintained by the Employer
                        that provides an annual addition as defined in Section
                        3.05(E)(1), during any limitation year, the following
                        rules apply:

                  1.    The annual additions which may be credited to a
                        Participant's Individual Account under this Plan for any
                        such limitation year will not exceed the maximum
                        permissible amount reduced by the annual additions
                        credited to a Participant's Individual Account under the
                        other qualified master or prototype plans, welfare
                        benefit funds, individual medical accounts and
                        simplified employee pensions for the same limitation
                        year. If the annual additions with respect to the
                        Participant under other qualified master or prototype
                        defined contribution plans, welfare benefit funds,
                        individual medical accounts and simplified employee
                        pensions maintained by the Employer are less than the
                        maximum permissible amount and the Employer Contribution
                        that would otherwise be contributed or allocated to the
                        Participant's Individual Account under this Plan would
                        cause the annual additions for the limitation year to
                        exceed this limitation, the amount contributed or
                        allocated will be reduced so that the annual additions
                        under all such plans and funds for the limitation year
                        will equal the maximum permissible amount. If the annual
                        additions with respect to the Participant under such
                        other qualified master or prototype defined contribution
                        plans, welfare benefit funds, individual medical
                        accounts and simplified employee pensions in the
                        aggregate are equal to or greater than the maximum
                        permissible amount, no amount will be contributed or
                        allocated to the Participant's Individual Account under
                        this Plan for the limitation year.

                  2.    Prior to determining the Participant's actual
                        Compensation for the limitation year, the Employer may
                        determine the maximum permissible amount for a
                        Participant in the manner described in Section
                        3.05(A)(2).

                  3.    As soon as is administratively feasible after the end of
                        the limitation year, the maximum permissible amount for
                        the limitation year will be determined on the basis of
                        the Participant's actual Compensation for the limitation
                        year.

                  4.    If, pursuant to Section 3.05(B)(3) or as a result of the
                        allocation of Forfeitures a Participant's annual
                        additions under this Plan and such other plans would
                        result in an excess amount for a limitation year, the
                        excess amount will be deemed to consist of the annual
                        additions last allocated, except that annual additions
                        attributable to a simplified employee pension will be
                        deemed to have been allocated first, followed by annual
                        additions to a welfare benefit fund or individual
                        medical account, regardless of the actual allocation
                        date.

                  5.    If an excess amount was allocated to a Participant on an
                        allocation date of this Plan which coincides with an
                        allocation date of another plan, the excess amount
                        attributed to this Plan will be the product of,

                        a.    the total excess amount allocated as of such date,
                              times

                        b.    the ratio of (i) the annual additions allocated to
                              the Participant for the limitation year as of such
                              date under this Plan to (ii) the total annual
                              additions allocated to the Participant for the
                              limitation year as of such date under this and all
                              the other qualified prototype defined contribution
                              plans.

                  6.    Any excess amount attributed to this Plan will be
                        disposed in the manner described in Section 3.05(A)(4).

            (c)   If the Participant is covered under another qualified defined
                  contribution plan maintained by the Employer which is not a
                  master or prototype plan, annual additions which may be
                  credited to the Participant's Individual Account under this
                  Plan for any limitation year will be limited in
<PAGE>
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                                                                              11

                  accordance with Sections 3.05(B)(1) through 3.05(B)(6) as
                  though the other plan were a master or prototype plan unless
                  the Employer provides other limitations in the Section of the
                  Adoption Agreement titled "Limitation on Allocation - More
                  Than One Plan."

            (d)   If the Employer maintains, or at any time maintained, a
                  qualified defined benefit plan covering any Participant in
                  this Plan, the sum of the Participant's defined benefit plan
                  fraction and defined contribution plan fraction will not
                  exceed 1.0 in any limitation year. The annual additions which
                  may be credited to the Participant's Individual Account under
                  this Plan for any limitation year will be limited in
                  accordance with the Section of the Adoption Agreement titled
                  "Limitation on Allocation - More Than One Plan"

            (3)   The following terms shall have the following meanings when
                  used in this Section 3.05:

                  1.    Annual additions: The sum of the following amounts
                        credited to a Participant's Individual Account for the
                        limitation year:

                        a.    Employer Contributions,

                        b.    Nondeductible Employee Contributions,

                        c.    Forfeitures,

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

                        e.    allocations under a simplified employee pension.

                        For this purpose, any excess amount applied under
                        Section 3.05(A)(4) or 3.05(B)(6) in the limitation year
                        to reduce Employer Contributions will be considered
                        annual additions for such limitation year.

                  2.    Compensation: Means Compensation as defined in Section
                        1.07 of the Plan except that Compensation for purposes
                        of this Section 3.05 shall not include any amounts
                        contributed by the Employer pursuant to a salary
                        reduction agreement and which is not includible in the
                        gross income of the Employee under Sections 125,
                        402(e)(3), 402(h)(1)(B) or 403(b) of the Code even if
                        the Employer has elected to include such contributions
                        in the definition of Compensation used for other
                        purposes under the Plan. Further, any other exclusion
                        the Employer has elected (such as the exclusion of
                        certain types of pay or pay earned before the Employee
                        enters the Plan) will not apply for purposes of this
                        Section.

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

                  3.    Defined benefit fraction: A fraction, the numerator of
                        which is the sum of the Participant's projected annual
                        benefits under all the defined benefit plans (whether or
                        not terminated) maintained by the Employer, and the
                        denominator of which is the lesser of 125% of the dollar
                        limitation determined for the limitation year under
                        Section 415(b) and (d) of the Code or 140% of the
                        highest average Compensation, including any adjustments
                        under Section 415(b) of the Code.

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

                  4.    Defined contribution dollar limitation: $30,000 or if
                        greater, one-fourth of the defined benefit dollar
                        limitation set forth in Section 415(b)(1) of the Code as
                        in effect for the limitation year.

                  5.    Defined contribution fraction: A fraction, the numerator
                        of which is the sum of the annual additions to the
                        Participant's account under all the defined contribution
                        plans (whether or not terminated) maintained by the
                        Employer for the current and all prior limitation years
                        (including the annual additions attributable to the
                        Participant's nondeductible employee contributions to
                        all defined benefit plans, whether or not terminated,
                        maintained by the Employer, and the annual additions
                        attributable to all welfare benefit funds, as defined in
                        Section 419(e) of the Code, individual medical accounts,
                        and simplified employee pensions, maintained by the
                        Employer), and the denominator of which is the sum of
                        the maximum aggregate amounts for the current and all
                        prior limitation years of service with the Employer
                        (regardless of whether a defined contribution plan was
                        maintained by the Employer). The maximum aggregate
                        amount in any limitation year is the lesser of 125% of
                        the dollar limitation determined under Section 415(b)
                        and (d) of the Code in effect under Section 415(c)(1)(A)
                        of the Code or 35% of the Participant's Compensation for
                        such year.

                        If the Employee was a Participant as of the end of the
                        first day of the first limitation year beginning after
                        December 31, 1986, in one or more defined contribution
                        plans maintained by the Employer which were in existence
                        on May 6,1986, the numerator of this fraction will be
                        adjusted if the sum of this fraction and the defined
                        benefit fraction would otherwise exceed 1.0 under the
                        terms of this Plan. Under the adjustment, an amount
                        equal to the product of (1) the excess of the sum of the
                        fractions over 1.0 times (2) the denominator of this
                        fraction, will be permanently subtracted from the
                        numerator of this fraction. The adjustment is calculated
                        using the fractions as they would be computed as of the
                        end of the last limitation year beginning before January
                        1, 1987, and disregarding any changes in the terms and
                        conditions of the Plan made after May 5, 1986, but using
                        the Section 415 limitation applicable to the first
                        limitation year beginning on or after January 1, 1987.
<PAGE>
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12

                        The annual addition for any limitation year beginning
                        before January 1, 1987, shall not be recomputed to treat
                        all Nondeductible Employee Contributions as annual
                        additions.

                  6.    Employer: For purposes of this Section 3.05, Employer
                        shall mean the Employer that adopts this Plan, and all
                        members of a controlled group of corporations (as
                        defined in Section 414(b) of the Code as modified by
                        Section 415(h)), all commonly controlled trades or
                        businesses (as defined in Section 414(c) as modified by
                        Section 415(h)) or affiliated service groups (as defined
                        in Section 414(m)) of which the adopting Employer is a
                        part, and any other entity required to be aggregated
                        with the Employer pursuant to regulations under Section
                        414(o) of the Code.

                  7.    Excess amount: The excess, of the Participant's annual
                        additions for the limitation year over the maximum
                        permissible amount.

                  8.    Highest average Compensation: The average Compensation
                        for the three consecutive years of service with the
                        Employer that produces the highest average.

                  9.    Limitation year: A calendar year, or the 12-consecutive
                        month period elected by the Employer in the Adoption
                        Agreement. All qualified plans maintained by the
                        Employer must use the same limitation year. If the
                        limitation year is amended to a different 12-consecutive
                        month period, the new limitation year must begin on a
                        date within the limitation year in which the amendment
                        is made.

                  10.   Master or prototype plan: A plan the form of which is
                        the subject of a favorable opinion letter from the
                        Internal Revenue Service.

                  11.   Maximum permissible amount: The maximum annual addition
                        that may be contributed or allocated to a Participant's
                        Individual Account under the Plan for any limitation
                        year shall not exceed the lesser of:

                        a.    the defined contribution dollar limitation, or

                        b.    25% of the Participant's Compensation for the
                              limitation year.

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

                              If a short limitation year is created because of
                              an amendment changing the limitation year to a
                              different 12-consecutive month period, the maximum
                              permissible amount will not exceed the defined
                              contribution dollar limitation multiplied by the
                              following fraction:

                  Number of months in the short limitation year
                  ---------------------------------------------
                                       12

                  12.   Projected annual benefit: 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:

                        a.    the Participant will continue employment until
                              Normal Retirement Age under the Plan (or current
                              age, if later), and

                        b.    the Participant's Compensation for the current
                              limitation year and all other relevant factors
                              used to determine benefits under the Plan will
                              remain constant for all future limitation years.

                              Straight life annuity means an annuity payable in
                              equal installments for the life of the Participant
                              that terminates upon the Participant's death.

SECTION FOUR INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION

      4.01  INDIVIDUAL ACCOUNTS

            (a)   The Plan Administrator shall establish and maintain an
                  Individual Account in the name of each Participant to reflect
                  the total value of his or her interest in the Fund. Each
                  Individual Account established hereunder shall consist of such
                  subaccounts as may be needed for each Participant including:

                  1.    a subaccount to reflect Employer Contributions and
                        Forfeitures allocated on behalf of a Participant;

                  2.    a subaccount to reflect a Participant's rollover
                        contributions;

                  3.    a subaccount to reflect a Participant's transfer
                        contributions;

                  4.    a subaccount to reflect a Participant's Nondeductible
                        Employee Contributions; and

                  5.    a subaccount to reflect a Participant's deductible
                        employee contributions.

            b.    The Plan Administrator may establish additional accounts as it
                  may deem necessary for the proper administration of the Plan,
                  including, but not limited to, a suspense account for
                  Forfeitures as required pursuant to Section 6.01(D).

      4.02  VALUATION OF FUND

            The Fund will be valued each Valuation Date at fair market value.

      4.03  VALUATION OF INDIVIDUAL ACCOUNTS

            (a)   Where all or a portion of the assets of a Participant's
                  Individual Account are invested in a Separate Fund for the
                  Participant, then the value of that portion of such
                  Participant's Individual Account at any relevant time equals
                  the sum of the fair market values of the assets in such
                  Separate Fund, less any applicable charges or penalties.

            (b)   The fair market value of the remainder of each Individual
                  Account is determined in the following manner:

                  1.    First, the portion of the Individual Account invested in
                        each Investment Fund as of the previous Valuation Date
                        is determined. Each such portion is reduced by any
                        withdrawal made from the applicable Investment Fund to
                        or for the benefit of a Participant or the

<PAGE>

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                                                                              13

                        Participant's Beneficiary, further reduced by any
                        amounts forfeited by the Participant pursuant to Section
                        6.01(D) and further reduced by any transfer to another
                        Investment Fund since the previous Valuation Date and is
                        increased by any amount transferred from another
                        Investment Fund since the previous Valuation Date. The
                        resulting amounts are the net Individual Account
                        portions invested in the Investment Funds.

                  2.    Secondly, the net Individual Account portions invested
                        in each Investment Fund are adjusted upwards or
                        downwards, pro rata (i.e., ratio of each net Individual
                        Account portion to the sum of all net Individual Account
                        portions) so that the sum of all the net Individual
                        Account portions invested in an Investment Fund will
                        equal the then fair market value of the Investment Fund.
                        Notwithstanding the previous sentence, for the first
                        Plan Year only, the net Individual Account portions
                        shall be the sum of all contributions made to each
                        Participant's Individual Account during the first Plan
                        Year.

                  3.    Thirdly, any contributions to the Plan and Forfeitures
                        are allocated in accordance with the appropriate
                        allocation provisions of Section 3. For purposes of
                        Section 4, contributions made by the Employer for any
                        Plan Year but after that Plan Year will be considered to
                        have been made on the last day of that Plan Year
                        regardless of when paid to the Trustee (or Custodian, if
                        applicable).

                        Amounts contributed between Valuation Dates will not be
                        credited with investment gains or losses until the next
                        following Valuation Date.

                  4.    Finally, the portions of the Individual Account invested
                        in each Investment Fund (determined in accordance with
                        (1), (2) and (3) above) are added together.

      4.04  MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS

            If necessary or appropriate, the Plan Administrator may establish
            different or additional procedures (which shall be uniform and
            nondiscriminatory) for determining the fair market value of the
            Individual Accounts.

      4.05  SEGREGATION OF ASSETS

            If a Participant elects a mode of distribution other than a lump
            sum, the Plan Administration may place that Participant's account
            balance into a segregated Investment Fund for the purpose of
            maintaining the necessary liquidity to provide benefit installments
            on a periodic basis.

      4.06  STATEMENT OP INDIVIDUAL ACCOUNTS

            No later than 270 days after the close of each Plan Year, the Plan
            Administrator shall furnish a statement to each Participant
            indicating the Individual Account balances of such Participant as of
            the last Valuation Date in such Plan Year.

SECTION FIVE TRUSTEE OR CUSTODIAN

      5.01  CREATION OF FUND

            By adopting this Plan, the Employer establishes the Fund which shall
            consist of the assets of the Plan held by the Trustee (or Custodian,
            if applicable) pursuant to this Section 5. Assets within the Fund
            may be pooled on behalf of all Participants, earmarked on behalf of
            each Participant or be a combination of pooled and earmarked. To the
            extent that assets are earmarked for a particular Participant, they
            will be held in a Separate Fund for that Participant.

            No part of the corpus or income of the Fund may be used for, or
            diverted to, purposes other than for the exclusive benefit of
            Participants or their Beneficiaries.

      5.02  INVESTMENT AUTHORITY

            Except as provided in Section 5.14 (relating to individual direction
            of investments by Participants), the Employer, not the Trustee (or
            Custodian, if applicable), shall have exclusive management and
            control over the investment of the Fund into any permitted
            investment. Notwithstanding the preceding sentence, a Trustee may
            make an agreement with the Employer whereby the Trustee will manage
            the investment of all or a portion of the Fund. Any such agreement
            shall be in writing and set forth such matters as the Trustee deems
            necessary or desirable.

      5.03  FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST
            POWERS

            This Section 5.03 applies where a financial organization has
            indicated in the Adoption Agreement that it will serve, with respect
            to this Plan, as Custodian or as Trustee without full trust powers
            (under applicable law). Hereinafter, a financial organization
            Trustee without full trust powers (under applicable law) shall be
            referred to as a Custodian. The Custodian shall have no
            discretionary authority with respect to the management of the Plan
            or the Fund but will act only as directed by the entity who has such
            authority.

            (a)   PERMISSIBLE INVESTMENTS - The assets of the Plan shall be
                  invested only in those investments which are available through
                  the Custodian in the ordinary course of business which the
                  Custodian may legally hold in a qualified plan and which the
                  Custodian chooses to make available to Employers for qualified
                  plan investments. Notwithstanding the preceding sentence, the
                  Prototype Sponsor may, as a condition of making the Plan
                  available to the Employer, limit the types of property in
                  which the assets of the Plan may be invested.

            (b)   RESPONSIBILITIES OF THE CUSTODIAN - The responsibilities of
                  the Custodian shall be limited to the following:

                  1.    To receive Plan contributions and to hold, invest and
                        reinvest the Fund without distinction between principal
                        and interest; provided, however, that nothing in this
                        Plan shall require the Custodian to maintain physical
                        custody of stuck certificates (or other indicia of
                        ownership of any type of asset) representing assets
                        within the Fund;

                  2.    To maintain accurate records of contributions, earnings,
                        withdrawals and other information the Custodian deems
                        relevant with respect to the Plan;

                  3.    To make disbursements from the Fund to Participants or
                        Beneficiaries upon the proper authorization of the Plan
                        Administrator; and

                  4.    To furnish to the Plan Administrator a statement which
                        reflects the value of the investments in the hands of
                        the Custodian as of the end of each Plan Year and as of
                        any other times as the Custodian and Plan Administrator
                        may agree.

            (c)   POWERS OF THE CUSTODIAN - Except as otherwise provided in this
                  Plan, the Custodian shall have the power to take any action
                  with respect to the Fund which it deems necessary or advisable
                  to discharge its responsibilities under this Plan including,
                  but not limited to, the following powers:
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14

                  1.    To invest all or a portion of the Fund (including idle
                        cash balances) in time deposits, savings accounts, money
                        market accounts or similar investments bearing a
                        reasonable rate of interest in the Custodian's own
                        savings department or the savings department of another
                        financial organization;

                  2.    To vote upon any stocks, bonds, or other securities; to
                        give general or special proxies or powers of attorney
                        with or without power of substitution; to exercise any
                        conversion privileges or subscription rights and to make
                        any payments incidental thereto; to oppose, or to
                        consent to, or otherwise participate in, corporate
                        reorganizations or other changes affecting corporate
                        securities, and to pay any assessment or charges in
                        connection therewith; and generally to exercise any of
                        the powers of an owner with respect to stocks, bonds,
                        securities or other property;

                  3.    To hold securities or other property of the Fund in its
                        own name, in the name of its nominee or in bearer form;
                        and

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

      5.04  FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND INDIVIDUAL
            TRUSTEE

            This Section 5.04 applies where a financial organization has
            indicated in the Adoption Agreement that it will serve as Trustee
            with full trust powers. This Section also applies where one or more
            individuals are named in the Adoption Agreement to serve as
            Trustee(s).

            (a)   PERMISSIBLE INVESTMENTS - The Trustee may invest the assets of
                  the Plan in property of any character, real or personal,
                  including, but not limited to the following: stocks, including
                  shares of open-end investment companies (mutual funds); bonds;
                  notes; debentures; options; limited partnership interests;
                  mortgages; real estate or any interests therein; unit
                  investment trusts; Treasury Bills, and other U.S. Government
                  obligations common trust funds, combined investment trusts,
                  collective trust funds or commingled funds maintained by a
                  bank or similar financial organization (whether or not the
                  Trustee hereunder); savings accounts, time deposits or money
                  market accounts of a bank or similar financial organization
                  (whether or not the Trustee hereunder); annuity contracts;
                  life insurance policies; or in such other investments as is
                  deemed proper without regard to investments authorized by
                  statute or rule of law governing the investment of trust funds
                  but with regard to ERISA and this Plan

                  Notwithstanding the preceding sentence, the Prototype Sponsor
                  may, as a condition of making the Plan available to the
                  Employer, limit the types of property in which the assets of
                  the Plan may be invested.

            (b)   RESPONSIBILITIES OF THE TRUSTEE - The responsibilities of the
                  Trustee shall be limited to the following:

                  1.    To receive Plan contributions and to hold, invest and
                        reinvest the Fund without distinction between principal
                        and interest; provided, however, that nothing in this
                        Plan shall require the Trustee to maintain physical
                        custody of stock certificates (or other indicia of
                        ownership) representing assets within the Fund;

                  2.    To maintain accurate records of contributions, earnings,
                        withdrawals and other information the Trustee deems
                        relevant with respect to the Plan;

                  3.    To make disbursements from the Fund to Participants or
                        Beneficiaries upon the proper authorization of the Plan
                        Administrator; and

                  4.    To furnish to the Plan Administrator a statement which
                        reflects the value of the investments in the hands of
                        the Trustee as of the end of each Plan Year and as of
                        any other times as the Trustee and Plan Administrator
                        may agree.

            (c)   POWERS OF THE TRUSTEE - Except as otherwise provided in this
                  Plan, the Trustee shall have the power to take any action with
                  respect to the Fund which it deems necessary or advisable to
                  discharge its responsibilities under this Plan including, but
                  not limited to, the following powers:

                  1.    To hold any securities or other property of the Fund in
                        its own name, in the name of its nominee or in bearer
                        form;

                  2.    To purchase or subscribe for securities issued, or real
                        property owned, by the Employer or any trade or business
                        under common control with the Employer but only if the
                        prudent investment and diversification requirements of
                        ERISA are satisfied

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

                  4.    To vote upon any stocks, bonds, or other securities; to
                        give general or special proxies or powers of attorney
                        with or without power of substitution; to exercise any
                        conversion privileges or subscription rights and to make
                        any payments incidental thereto; to oppose, or to
                        consent to, or otherwise participate in, corporate
                        reorganizations or other changes affecting corporate
                        securities, and to delegate discretionary powers, and to
                        pay any assessments or charges in connection therewith;
                        and generally to exercise any of the powers of an owner
                        with respect to stocks, bonds, securities or other
                        property;

                  5.    To invest any part or all of the Fund (including idle
                        cash balances) in certificates of deposit, demand or
                        time deposits, savings accounts, money market accounts
                        or similar investments of the Trustee (if the Trustee is
                        a bank or similar financial organization), the Prototype
                        Sponsor or any affiliate of such Trustee or Prototype
                        Sponsor, which bear a reasonable rate of interest;

                  6.    To provide sweep services without the receipt by the
                        Trustee of additional Compensation or other
                        consideration (other than reimbursement of direct
                        expenses properly and actually incurred in the
                        performance of such services);

                  7.    To hold in the form of cash for distribution or
                        investment such portion of the Fund as, at any time and
                        from time-to-time, the Trustee shall deem prudent and
                        deposit such cash in interest bearing or non-interest
                        bearing accounts;

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

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

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                                                                              15

                  10.   To employ suitable agents and counsel, to contract with
                        agents to perform administrative and recordkeeping
                        duties and to pay their reasonable expenses, fees and
                        Compensation, and such agent or counsel may or may not
                        be agent or counsel for the Employer;

                  11.   To cause any part or all of the Fund, without limitation
                        as to amount, to be commingled with the funds of other
                        trusts (including trusts for qualified employee benefit
                        plans) by causing such money to be invested as a part of
                        any pooled, common, collective or commingled trust fund
                        (including any such fund described in the Adoption
                        Agreement) heretofore or hereafter created by any
                        Trustee (if the Trustee is a bank), by the Prototype
                        Sponsor, by any affiliate bank of such a Trustee or by
                        such a Trustee or the Prototype Sponsor, or by such an
                        affiliate in participation with others; the instrument
                        or instruments establishing such trust fund or funds, as
                        amended, being made part of this Plan and trust so long
                        as any portion of the Fund shall be invested through the
                        medium thereof; and

                  12.   Generally to do all such acts, execute all such
                        instruments, initiate such proceedings, and exercise all
                        such rights and privileges with relation to property
                        constituting the Fund as if the Trustee were the
                        absolute owner thereof.

      5.05  DIVISION OF FUND INTO INVESTMENT FUNDS

            The Employer may direct the Trustee (or Custodian) from time-to-time
            to divide and redivide the Fund into one or more Investment Funds.
            Such Investment Funds may include, but not be limited to, Investment
            Funds representing the assets under the control of an investment
            manager pursuant to Section 5.12 and Investment Funds representing
            investment options available for individual direction by
            Participants pursuant to Section 5.14. Upon each division or
            redivision, the Employer may specify the part of the Fund to be
            allocated to each such Investment Fund and the terms and conditions,
            if any, under which the assets in such Investment Fund shall be
            invested.

      5.06  COMPENSATION AND EXPENSES

            The Trustee (or Custodian, if applicable) shall receive such
            reasonable Compensation as may be agreed upon by the Trustee (or
            Custodian) and the Employer. The Trustee (or Custodian) shall be
            entitled to reimbursement by the Employer for all proper expenses
            incurred in carrying out his or her duties under this Plan,
            including reasonable legal, accounting and actuarial expenses. If
            not paid by the Employer, such Compensation and expenses may be
            charged against the Fund.

            All taxes of any kind that may be levied or assessed under existing
            or future laws upon, or in respect of, the Fund or the income
            thereof shall be paid from the Fund.

      5.07  NOT OBLIGATED TO QUESTION DATA

            The Employer shall furnish the Trustee (or Custodian, if applicable)
            and Plan Administrator the information which each party deems
            necessary for the administration of the Plan including, but not
            limited to, changes in a Participant's status, eligibility, mailing
            addresses and other such data as may be required. The Trustee (or
            Custodian) and Plan Administrator shall be entitled to act on such
            information as is supplied them and shall have no duty or
            responsibility to further verify or question such information.

      5.08  LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS

            The Plan Administrator shall be responsible for withholding federal
            income taxes from distributions from the Plan, unless the
            Participant (or Beneficiary, where applicable) elects not to have
            such taxes withheld. The Trustee (or Custodian) or other payor may
            act as agent for the Plan Administrator to withhold such taxes and
            to make the appropriate distribution reports, if the Plan
            Administrator furnishes all the information to the Trustee (or
            Custodian) or other payor it may need to do withholding and
            reporting.

      5.09  RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)

            The Trustee (or Custodian, if applicable) may resign at any time by
            giving 30 days advance written notice to the Employer. The
            resignation shall become effective 30 days after receipt of such
            notice unless a shorter period is agreed upon.

            The Employer may remove any Trustee (or Custodian) at any time by
            giving Written notice to such Trustee (or Custodian) and such
            removal shall be effective 30 days after receipt of such notice
            unless a shorter period is agreed upon. The Employer shall have the
            power to appoint a successor Trustee (or Custodian).

            Upon such resignation or removal, if the resigning or removed
            Trustee (or Custodian) is the sole Trustee (or Custodian), he or she
            shall transfer all of the assets of the Fund then held by such
            Trustee (or Custodian) as expeditiously as possible to the successor
            Trustee (or Custodian) after paying or reserving such reasonable
            amount as he or she shall deem necessary to provide for the expense
            in the settlement of the accounts and the amount of any Compensation
            due him or her and any sums chargeable against the Fund for which he
            or she may be liable. If the Funds as reserved are not sufficient
            for such purpose, then he or she shall be entitled to reimbursement
            from the successor Trustee (or Custodian) out of the assets in the
            successor Trustee's (or Custodian's) hands under this Plan. If the
            amount reserved shall be in excess of the amount actually needed the
            former Trustee (or Custodian) shall return such excess to the
            successor Trustee (or Custodian).

            Upon receipt of the transferred assets, the successor Trustee (or
            Custodian) shall thereupon succeed to all of the powers and
            responsibilities given to the Trustee (or Custodian) by this Plan.

            The resigning or removed Trustee (or Custodian) shall render an
            accounting to the Employer and unless objected to by the Employer
            within 30 days of its receipt, the accounting shall be deemed to
            have been approved and the resigning or removed Trustee (or
            Custodian) shall be released and discharged as to all matters set
            forth in the accounting. Where a financial organization is serving
            as Trustee (or Custodian) and it is merged with or bought by another
            organization (or comes under the control of any federal or state
            agency), that organization shall serve as the successor Trustee (or
            Custodian)of this Plan, but only if it is the type of organization
            that can so serve under applicable law.

            Where the Trustee or Custodian is serving as a nonbank trustee or
            custodian pursuant to Section 1.401-12(n) of the Income Tax
            Regulations, the Employer will appoint a successor Trustee (or
            Custodian) upon notification by the Commissioner of Internal Revenue
            that such substitution is required because the Trustee (or Custodian
            has failed to comply with the requirements of Section 1.401-12(n) or
            is not keeping such records or making such returns or rendering such
            statements as are required by forms or regulations.

      5.10  DEGREE OF CARE - LIMITATIONS OF LIABILITY

            The Trustee (or Custodian) shall not be liable for any losses
            incurred by the Fund by any direction to invest communicated by the
            Employer, Plan Administrator, investment manager appointed pursuant
            to Section 5.12 or any Participant or Beneficiary. The Trustee (or
            Custodian) shall be under no liability for distributions made or
            other action taken or not taken at the written direction of the Plan
            Administrator. It is specifically understood that the Trustee (or
            Custodian) shall have no duty or responsibility with respect to the
            determination of matters pertaining to the eligibility of any

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16

            Employee to become a Participant or remain a Participant hereunder,
            the amount of benefit to which a Participant or Beneficiary shall be
            entitled to receive hereunder, whether a distribution to Participant
            or Beneficiary is appropriate under the terms of the Plan or the
            size and type of any policy to be purchased from any insurer for any
            Participant hereunder or similar matters; it being understood that
            all such responsibilities under the Plan are vested in the Plan
            Administrator.

      5.11  INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR CUSTODIAN)

            Notwithstanding any other provision herein, and except as may be
            otherwise provided by ERISA, the Employer shall indemnify and hold
            harmless the Trustee (or Custodian, if applicable) and the Prototype
            Sponsor, their officers, directors, employees, agents, their heirs,
            executors, successors and assigns, from and against any and all
            liabilities, damages, judgments, settlements, losses, costs,
            charges, or expenses (including legal expenses) at any time arising
            out of or incurred in connection with any action taken by such
            parties in the performance of their duties with respect to this
            Plan, unless there has been a final adjudication of gross negligence
            or willful misconduct in the performance of such duties.

            Further, except as may be otherwise provided by ERISA, the Employer
            will indemnify the Trustee (or Custodian) and Prototype Sponsor from
            any liability, claim or expense (including legal expense) which the
            Trustee (or Custodian) and Prototype Sponsor shall incur by reason
            of or which results, in whole or in part, from the Trustee's (or
            Custodian's) or Prototype Sponsor's reliance on the facts and other
            directions and elections the Employer communicates or fails to
            communicate.

      5.12  INVESTMENT MANAGERS

            (a)   DEFINITION OF INVESTMENT MANAGER - The Employer may appoint
                  one or more investment managers to make investment decisions
                  with respect to all or a portion of the Fund. The investment
                  manager shall be any firm or individual registered as an
                  investment adviser under the Investment Advisers Act of 1940,
                  a bank as defined in said Act or an insurance company
                  qualified under the laws of more than one state to perform
                  services consisting of the management, acquisition or
                  disposition of any assets of the Plan.

            (b)   INVESTMENT MANAGER'S AUTHORITY - A separate Investment Fund
                  shall be established representing the assets of the Fund
                  invested at the direction of the investment manager. The
                  investment manager so appointed shall direct the Trustee (or
                  Custodian, if applicable ) with respect to the investment of
                  such Investment Fund. The investments which may be acquired at
                  the direction of the investment manager are those described in
                  Section 5.03(A) (for Custodians) or Section 5.04(A) (for
                  Trustees).

            (c)   WRITTEN AGREEMENT - The appointment of any investment manager
                  shall be by written agreement between the Employer and the
                  investment manager and a copy of such agreement (and any
                  modification or termination thereof) must be given to the
                  Trustee (or Custodian).

                  The agreement shall set forth, among other matters, the
                  effective date of the investment manager's appointment and an
                  acknowledgement by the investment manager that it is a
                  fiduciary of the Plan under ERISA.

            (d)   CONCERNING THE TRUSTEE (OR CUSTODIAN) - Written notice of each
                  appointment of an investment manager shall be given to the
                  Trustee (or Custodian) in advance of the effective date of
                  such appointment. Such notice shall specify which portion of
                  the Fund will constitute the Investment Fund subject to the
                  investment manager's direction. The Trustee (or Custodian)
                  shall comply with the investment direction given to it by the
                  investment manager and will not be liable for any loss which
                  may result by reason of any action (or inaction) it takes at
                  the direction of the investment manager.

      5.13  MATTERS RELATING TO INSURANCE

            (a)   If a life insurance policy is to be purchased for a
                  Participant, the aggregate premium for certain life insurance
                  for each Participant must be less than a certain percentage of
                  the aggregate Employer Contributions and Forfeitures allocated
                  to a Participant's Individual Account at any particular time
                  as follows:

                  1.    Ordinary Life Insurance - For purposes of these
                        incidental insurance provisions, ordinary life insurance
                        contracts are contracts with both nondecreasing death
                        benefits and nonincreasing premiums. If such contracts
                        are purchased, less than 50% of the aggregate Employer
                        Contributions and Forfeitures allocated to any
                        Participant's Individual Account will be used to pay the
                        premiums attributable to them.

                  2.    Term and Universal Life Insurance - No more than 25% of
                        the aggregate Employer Contributions and Forfeitures
                        allocated to any Participant's Individual Account will
                        be used to pay the premiums on term life insurance
                        contracts, universal life insurance contracts, and all
                        other life insurance contracts which are not ordinary
                        life.

                  3.    Combination - The sum of 50% of the ordinary life
                        insurance premiums and all other life insurance premiums
                        will not exceed 25% of the aggregate Employer
                        Contributions and Forfeitures allocated to any
                        Participant's Individual Account.

                        If this Plan is a profit sharing plan, the above
                        incidental benefits limits do not apply to life
                        insurance contracts purchased with Employer
                        Contributions and Forfeitures that have been in The
                        Participant's Individual Account for at least 2 full
                        Plan Years, measured from the date such contributions
                        were allocated.

            (b)   Any dividends or credits earned on insurance contracts for a
                  Participant shall be allocated to such Participant's
                  Individual Account.

            (c)   Subject to Section 6.05, the contracts on a Participant's life
                  will be converted to cash or an annuity or distributed to the
                  Participant upon commencement of benefits.

            (d)   The Trustee (or Custodian, if applicable) shall apply for and
                  will be the owner of any insurance contract(s) purchased under
                  the terms of this Plan. The insurance contract(s) must provide
                  that proceeds will be payable to the Trustee (or Custodian),
                  however, the Trustee (or Custodian) shall be required to pay
                  over all proceeds of the contract(s) to the Participant's
                  designated Beneficiary in accordance with the distribution
                  provisions of this Plan. A Participant's spouse will be the
                  designated Beneficiary of the proceeds in all circumstances
                  unless a qualified election has been made in accordance with
                  Section 6.05. Under no circumstances shall the Fund retain any
                  part of the proceeds. In the event of any conflict between the
                  terms of this Plan and the terms of any insurance contract
                  purchased hereunder, the Plan provisions shall control.

            (e)   The Plan Administrator may direct the Trustee (or Custodian)
                  to sell and distribute insurance or annuity contracts to a
                  Participant (or other party as may be permitted) in accordance
                  with applicable law or regulations.
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                                                                              17

      5.14  DIRECTION OF INVESTMENTS BY PARTICIPANT

            If so indicated in the Adoption Agreement, each Participant may
            individually direct the Trustee (or Custodian, if applicable)
            regarding the investment of part or all of his or her Individual
            Account. To the extent so directed, the Employer, Plan
            Administrator, Trustee (or Custodian) and all other fiduciaries are
            relieved of their fiduciary responsibility under Section 404 of
            ERISA.

            The Plan Administrator shall direct that a Separate Fund be
            established in the name of each Participant who directs the
            investment of part or all of his or her Individual Account. Each
            Separate Fund shall be charged or credited (as appropriate) with the
            earnings, gains, losses or expenses attributable to such Separate
            Fund. No fiduciary shall be liable for any loss which results from a
            Participant's Individual direction. The assets subject to individual
            direction shall not be invested in collectibles as that term is
            defined in Section 408(m) of the Code.

            The Plan Administrator shall establish such uniform and
            nondiscriminatory rules relating to individual direction as it deems
            necessary or advisable including, but not limited to, rules
            describing (1) which portions of Participant's Individual Account
            can be individually directed; (2) the frequency of investment
            changes; (3) the forms and procedures for making investment changes;
            and (4) the effect of a Participant's failure to make a valid
            direction.

            The Plan Administrator may, in a uniform and nondiscriminatory
            manner, limit the available investments for Participants' individual
            direction to certain specified investment options (including, but
            not limited to, certain mutual funds, investment contracts, deposit
            accounts and group trusts). The Plan Administrator may permit, in a
            uniform and nondiscriminatory manner, a Beneficiary of a deceased
            Participant or the alternate payee under a qualified domestic
            relations order (as defined in Section 414(p) of the Code) to
            individually direct in accordance with this Section.

SECTION SIX VESTING AND DISTRIBUTION

      6.01  DISTRIBUTION TO PARTICIPANT

            (f)   DISTRIBUTABLE EVENTS

                  1.    Entitlement to Distribution - The Vested portion of a
                        Participant's Individual Account shall be distributable
                        to the Participant upon (1) the occurrence of any of the
                        distributable events specified in the Adoption
                        Agreement; (2) the Participant's Termination of
                        Employment after attaining Normal Retirement Age (3) the
                        termination of the Plan; and (4) the Participant's
                        Termination of Employment after satisfying any Early
                        Retirement Age conditions.

                        If a Participant separates from service before
                        satisfying the Early Retirement Age requirement, but has
                        satisfied the service requirement, the Participant will
                        be entitled to elect an early retirement benefit upon
                        satisfaction of such age requirement.

                  2.    Written Request: When Distributed - A Participant
                        entitled to distribution who wishes to receive a
                        distribution must submit a written request to the Plan
                        Administrator. Such request shall be made upon a form
                        provided by the Plan Administrator. Upon a valid
                        request, the Plan Administrator shall direct the Trustee
                        (or Custodian, if applicable) to commence distribution
                        no later than the time specified in the Adoption
                        Agreement for this purpose and, if not specified in the
                        Adoption Agreement, then no later than 90 days following
                        the later of:

                        a.    the close of the Plan Year within which the event
                              occurs which entitles the Participant to
                              distribution; or

                        b.    the close of the Plan Year in which the request is
                              received.

                  3.    Special Rules for Withdrawals During Service - If this
                        is a profit sharing plan and the Adoption Agreement so
                        provides a Participant may elect to receive a
                        distribution of all or part of the Vested portion of his
                        or her Individual Account, subject to the requirements
                        of Section 6.05 and further subject to the following
                        limits:

                        a.    Participant for 5 or more years. An Employee who
                              has been a Participant in the Plan for 5 or more
                              years may withdraw up to the entire Vested portion
                              of his or her Individual Account.

                        b.    Participant for less than 5 years. An Employee who
                              has been a Participant in the Plan for less than 5
                              years may withdraw only the amount which has been
                              in his or her Individual Account attributable to
                              Employer Contributions for at least 2 full Plan
                              Years, measured from the date such contributions
                              were allocated. However, if the distribution is on
                              account of hardship, the Participant may withdraw
                              up to his or her entire Vested portion of the
                              Participant's Individual Account. For this
                              purpose, hardship shall have the meaning set forth
                              in Section 6.01 (A)(4) of the Code.

                  4.    Special Rules for Hardship Withdrawals - If this is a
                        profit sharing plan and the Adoption Agreement so
                        provides, a Participant may elect to receive a hardship
                        distribution of all or part of the Vested portion of his
                        or her Individual Account, subject to the requirements
                        of Section 6.05 and further subject to the following
                        limits:

                        a.    Participant for 5 or more years. An Employee who
                              has been a Participant in the Plan for 5 or more
                              years may withdraw up to the entire Vested portion
                              of his or her Individual Account.

                        b.    Participant for less than 5 years. An Employee who
                              has been a Participant in the Plan for less than 5
                              years may withdraw only the amount which has been
                              in his or her Individual Account attributable to
                              Employer Contributions for at least 2 full Plan
                              Years, measured from the date such contributions
                              were allocated.

                              For purposes of this Section 6.01(A)(4) and
                              Section 6.01(A)(3) hardship is defined as 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:
                              expenses incurred or necessary for medical care,
                              described in Section 213(d) of the Code, of the
                              Employee, the Employee's spouse or dependents; the
                              purchase (excluding mortgage payments) of a
                              principal residence for the Employee; payment of
                              tuition and related educational fees for the next
                              12 months of post secondary education for the
                              Employee, the Employee's spouse, children or
                              dependents; or the need to prevent the eviction of
                              the Employee from, or a foreclosure on the
                              mortgage of, the Employee's principal residence.

                              A distribution will be considered as necessary to
                              satisfy an immediate and heavy financial need of
                              the Employee only if:
<PAGE>
================================================================================
18

                              1)   The employee has obtained all distributions,
                                   other than hardship distributions, and all
                                   nontaxable loans under all plans maintained
                                   by the Employer;

                              2)   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).

                  5.    One-Time In-Service Withdrawal Option - If this is a
                        profit sharing plan and the Employer has elected the
                        one-time in-service withdrawal option in the Adoption
                        Agreement, then Participants will be permitted only one
                        in-service withdrawal during the course of such
                        participants employment with the Employer. The amount
                        which the Participant can withdraw will be limited to
                        the lesser of the amount determined under the limits set
                        forth in Section 6.01(A)(3) or the percentage of the
                        Participant's Individual Account specified by the
                        Employer in the Adoption Agreement. Distributions under
                        this Section will be subject to the requirements of
                        Section 6.05.

                  6.    Commencement of Benefits - Notwithstanding any other
                        provision, unless the Participant elects otherwise,
                        distribution of benefits will begin no later than the
                        60th day after the latest of the close of the Plan Year
                        in which:

                        a.    the Participant attains Normal Retirement Age;

                        b.    occurs the 10th anniversary of the year in which
                              the Participant commenced participation in the
                              Plan; or

                        c.    the Participant incurs a Termination of Employment

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

            B.    DETERMINING THE VESTED PORTION - In determining the Vested
                  portion of a Participant's Individual Account, the following
                  rules apply:

                  1.    Employer Contributions and Forfeitures - The Vested
                        portion of a Participant's Individual Account derived
                        from Employer Contributions and Forfeitures is
                        determined by applying the vesting schedule selected in
                        the Adoption Agreement (or the vesting schedule
                        described in Section 6.01(C) if the Plan is a Top-Heavy
                        Plan).

                  2.    Rollover and Transfer Contributions - A Participant is
                        fully Vested in his or her rollover contributions and
                        transfer contributions.

                  3.    Fully Vested Under Certain Circumstances - A Participant
                        is fully Vested in his or her Individual Account if any
                        of the following occurs:

                        a.    the Participant reaches Normal Retirement Age;

                        b.    the Plan is terminated or partially terminated; or

                        c.    there exists a complete discontinuance of
                              contributions under the Plan.

                  Further, unless otherwise indicated in the Adoption Agreement,
                  a Participant is fully Vested if the Participant dies, incurs
                  a Disability, or satisfies the conditions for Early Retirement
                  Age (if applicable).

                  4.    Participants in a Prior Plan - If a Participant was a
                        participant in a Prior Plan on the Effective Date, his
                        or her Vested percentage shall not be less than it would
                        have been under such Prior Plan as computed on the
                        Effective Date.

            C.    MINIMUM VESTING SCHEDULE FOR TOP-HEAVY PLANS - The following
                  vesting provisions apply for any Plan Year in which this Plan
                  is a Top-Heavy Plan.

                  Notwithstanding the other provisions of this Section 6.01 or
                  the vesting schedule selected in the Adoption Agreement
                  (unless those provisions or that schedule provide for more
                  rapid vesting), a Participant's Vested portion of his or her
                  Individual Account attributable to Employer Contributions and
                  Forfeitures shall be determined in accordance with the vesting
                  schedule elected by the Employer in the Adoption Agreement
                  (and if no election is made the 6 year graded schedule will be
                  deemed to have been elected) as described below:

<TABLE>
<CAPTION>
                                        6 YEAR GRADED                                             3 YEAR CLIFF
                    Years of Vesting Service         Vested Percentage        Years of Vesting Service        Vested Percentage
                  <S>                                <C>                      <C>                             <C>
                               1                             0                           1                            0
                               2                            20                           2                            0
                               3                            40                           3                           100
                               4                            60
                               5                            80
                               6                            100
</TABLE>
                  This minimum vesting schedule applies to all benefits within
                  the meaning of Section 411 (a)(7) of the Code, except those
                  attributable to Nondeductible Employee Contributions including
                  benefits accrued before the effective date of Section 416 of
                  the Code and benefits accrued before the Plan became a
                  Top-Heavy Plan. Further, no decrease in a Participant's Vested
                  percentage may occur in the event the Plan's status as a
                  Top-Heavy Plan changes for any Plan Year. However, this
                  Section 6.01(C) does not apply to the Individual Account of
                  any Employee who does not have an Hour of Service after the
                  Plan has initially become a Top-Heavy Plan and such Employee's
                  Individual Account attributable to Employer Contributions and
                  Forfeitures will be determined without regard to this Section.

                  If this Plan ceases to be a Top-Heavy Plan, then in accordance
                  with the above restrictions, the vesting schedule as selected
                  in the Adoption Agreement will govern. If the vesting schedule
                  under the Plan shifts in or out of top-heavy status, such
                  shift is an amendment to the vesting schedule and the election
                  in Section 9.04 applies.

            D.    BREAK IN VESTING SERVICE AND FORFEITURES - If a Participant
                  incurs a Termination of Employment, any portion of his or her
                  Individual Account which is not Vested shall be held in a
                  suspense account. Such suspense account shall share in any
                  increase or decrease in the fair market value of the assets of
                  the Fund in accordance with Section 4 of the Plan. The
                  disposition of such suspense account shall be as follows:

<PAGE>

================================================================================
                                                                              19

                  1.    Breaks in Vesting Service - If a Participant neither
                        receives nor is deemed to receive a distribution
                        pursuant to Section 6.01 (D)(3) or (4) and the
                        Participant returns to the service of the Employer
                        before incurring 5 consecutive Breaks in Vesting
                        Service, there shall be no Forfeiture and the amount in
                        such suspense account shall be recredited to such
                        Participant's Individual Account.

                  2.    Five Consecutive Breaks in Vesting Service - If a
                        Participant neither receives nor is deemed to receive a
                        distribution pursuant to Section 6.01(D)(3) or (4) and
                        the Participant does not return to the service of the
                        Employer before incurring 5 consecutive Breaks in
                        Vesting Service, the portion of the Participant's
                        Individual Account which is not Vested shall be treated
                        as a Forfeiture and allocated in accordance with Section
                        3.01(C).

                  3.    Cash-out of Certain Participants - If the value of the
                        Vested portion of such Participant's Individual Account
                        derived from Nondeductible Employee Contributions and
                        Employer Contributions does not exceed $3,500, the
                        Participant shall receive a distribution of the entire
                        Vested portion of such Individual Account and the
                        portion which is not Vested shall be treated as a
                        Forfeiture and allocated in accordance with Section
                        3.01(C). For purposes of this Section, if the value of
                        the Vested portion of a Participant's Individual Account
                        is zero, the Participant shall be deemed to have
                        received a distribution of such Vested Individual
                        Account. A Participant's Vested Individual Account
                        balance shall not include accumulated deductible
                        employee contributions within the meaning of Section
                        72(o)(5)(B) of the Code for Plan Years beginning prior
                        to January 1,1989.

                  4.    Participants Who Elect to Receive Distributions - If
                        such Participant elects to receive a distribution, in
                        accordance with Section 6.02(B), of the value of the
                        Vested portion of his or her Individual Account derived
                        from Nondeductible Employee Contributions and Employer
                        Contributions, the portion which is not Vested shall be
                        treated as a Forfeiture and allocated in accordance with
                        Section 3.01(C).

                  5.    Re-employed Participants - If a Participant receives or
                        is deemed to receive a distribution pursuant to Section
                        6.01 (D)(3) or (4) above and the Participant resumes
                        employment covered under this Plan, the Participant's
                        Employer derived Individual Account balance will be
                        restored to the amount on the date of distribution if
                        the Participant repays to the Plan the full amount of
                        the distribution attributable to Employer Contributions
                        before the earlier of 5 years after the first date on
                        which the Participant is subsequently re-employed by the
                        Employer, or the date the Participant incurs 5
                        consecutive Breaks in Vesting Service following the date
                        of the distribution.

                        Any restoration of a Participant's Individual Account
                        pursuant to Section 6.01(D)(5) shall be made from other
                        Forfeitures, income or gain to the Fund or contributions
                        made by the Employer.

            E.    DISTRIBUTION PRIOR TO FULL VESTING - If a distribution is made
                  to a Participant who was not then fully Vested in his or her
                  Individual Account derived from Employer Contributions and the
                  Participant may increase his or her Vested percentage in his
                  or her Individual Account, then the following rules shall
                  apply:

                  1.    a separate account will be established for the
                        Participant's interest in the Plan as of the time of the
                        distribution, and

                  2.    at any relevant time the Participant's Vested portion of
                        the separate account will be equal to an amount ("X")
                        determined by the formula: X=P (AB + (R x D)) - (R x D)
                        where "P" is the Vested percentage at the relevant time,
                        "AD" is the separate account balance at the relevant
                        time; "D" is the amount of the distribution; and "R" is
                        the ratio of the separate account balance at the
                        relevant time to the separate account balance after
                        distribution.

      6.02  FORM OF DISTRIBUTION TO A PARTICIPANT

            A.    VALUE OF INDIVIDUAL ACCOUNT. DOES NOT EXCEED $3,500 - If the
                  value of the Vested portion of a Participant's Individual
                  Account derived from Nondeductible Employee Contributions and
                  Employer Contributions does not exceed $3,500; distribution
                  from the Plan shall be made to the Participant in a single
                  lump sum in lieu of all other forms of distribution from the
                  Plan as soon as administratively feasible.

            B.    VALUE OF INDIVIDUAL ACCOUNT EXCEEDS $3,500

                  1.    If the value of the Vested portion of a Participant's
                        Individual Account derived from Nondeductible Employee
                        Contributions and Employer Contributions exceeds (or at
                        the time of any prior distribution exceeded) $3,500 and
                        the Individual Account is immediately distributable, the
                        Participant and the Participant's spouse (or where
                        either the Participant or the spouse died, the survivor)
                        must consent to any distribution of such Individual
                        Account. The consent of the Participant and the
                        Participant's spouse shall be obtained in writing within
                        the 90-day period ending on the annuity starting date.
                        The annuity starting date is the first day of the first
                        period for which an amount is paid as an annuity or any
                        other form. The Plan Administrator shall notify the
                        Participant and the Participant's spouse of the right to
                        defer any distribution until the Participant's
                        Individual Account is no longer immediately
                        distributable. Such notification shall include a general
                        description of the material features, and an explanation
                        of the relative values of, the optional forms of benefit
                        available under the Plan in a manner that would satisfy
                        the notice requirements of Section 417(a)(3) of the
                        Code, and shall be provided no less than 30 days and no
                        more than 90 days prior to the annuity starting date.

                        If a distribution is one to which Sections 401(a)(11)
                        and 417 of the Internal Revenue Code do not apply, such
                        distribution may commence less than 30 days after the
                        notice required under Section 1.411(a)11(c) of the
                        Income Tax Regulations is given, provided that:

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

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

                              Notwithstanding the foregoing, only the
                              Participant need consent to the commencement of a
                              distribution in the form of a qualified joint and
                              survivor annuity while the Individual Account is
                              immediately distributable. Neither the consent of
                              the Participant nor the Participant's spouse shall
                              be required to the extent that a distribution is
                              required to satisfy Section 401(a)(9) or Section
                              415 of the Code. In addition, upon termination of
                              this Plan if the Plan does not offer an annuity
                              option (purchased from a commercial provider), the
                              Participant's Individual Account may, without the
                              Participant's consent, be distributed to the
                              Participant or transferred to another defined
                              contribution plan (other than an employee stock
                              ownership plan as defined in Section 4975(e)(7) of
                              the Code) within the same controlled group.


<PAGE>
================================================================================
20

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

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

            C.    OTHER FORMS OF DISTRIBUTION TO PARTICIPANT - If the value of
                  the Vested portion of a Participant's Individual Account
                  exceeds $3,500 and the Participant has properly waived the
                  joint and survivor annuity, as described in Section 6.05, the
                  Participant may request in writing that the Vested portion of
                  his or her Individual Account be paid to him or her in one or
                  more of the following forms of payment: (1) in a lump sum; (2)
                  in installment payments over a period not to exceed the life
                  expectancy of the Participant or the joint and last survivor
                  life expectancy of the Participant and his or her designated
                  Beneficiary; or (3) applied to the purchase of an annuity
                  contract.

                  Notwithstanding anything in this Section 6.02 to the contrary,
                  a Participant cannot elect payments in the form of an annuity
                  if the Retirement Equity Act safe harbor rules of Section
                  6.05(F) apply.

      6.03  DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT

            A.    DESIGNATION OF BENEFICIARY - SPOUSAL-CONSENT - Each
                  Participant may designate, upon a form provided by and
                  delivered to the Plan Administrator, one or more primary and
                  contingent Beneficiaries to receive all or a specified portion
                  of the Participant's Individual Account in the event of his or
                  her death. A Participant may change or revoke such Beneficiary
                  designation from time to time by completing and delivering the
                  proper form to the Plan Administrator.

                  In the event that a Participant wishes to designate a primary
                  Beneficiary who is not his or her spouse, his or her spouse
                  must consent in writing to such designation, and the spouse's
                  consent must acknowledge the effect of such designation and be
                  witnessed by a notary public or plan representative:
                  Notwithstanding this consent requirement, if the Participant
                  establishes to the satisfaction of the Plan Administrator that
                  such written consent may not be obtained because there is no
                  spouse or the spouse cannot be located, no consent shall be
                  required. Any change of Beneficiary will require a new spousal
                  consent.

            B.    PAYMENT TO BENEFICIARY - If a Participant dies before the
                  Participant's entire Individual Account has been paid to him
                  or her, such deceased Participant's Individual Account shall
                  be payable to any surviving Beneficiary designated by the
                  Participant, or, if no Beneficiary survives the Participant,
                  to the Participant's estate.

            C.    WRITTEN REQUEST: WHEN DISTRIBUTED - A Beneficiary of a
                  deceased Participant entitled to a distribution who wishes to
                  receive a distribution must submit a written request to the
                  Plan Administrator. Such request shall be made upon a form
                  provided by the Plan Administrator. Upon a valid request, the
                  Plan Administrator shall direct the Trustee (or Custodian) to
                  commence distribution no later than the time specified in the
                  Adoption Agreement for this purpose and if not specified in
                  the Adoption Agreement, then no later than 90 days following
                  the later of:

                  1.    the close of the Plan Year within which the Participant
                        dies; or

                  2.    the close of the Plan Year in which the request is
                        received.

      6.04  FORM OF DISTRIBUTION TO BENEFICIARY

            A.    VALUE OF INDIVIDUAL ACCOUNT DOES NOT EXCEED $3,500 - If the
                  value of the Participant's Individual Account derived from
                  Nondeductible Employee Contributions and Employer
                  Contributions does not exceed $3,500, the Plan Administrator
                  shall direct, the Trustee (or Custodian, if applicable) to
                  make a distribution to the Beneficiary in a single lump sum in
                  lieu of all other forms of distribution from the Plan.

            B.    VALUE OF INDIVIDUAL ACCOUNT EXCEEDS $3,500 - If the value of a
                  Participant's Individual Account derived from Nondeductible
                  Employee Contributions and Employer Contributions exceeds
                  $3,500 the preretirement survivor annuity requirements of
                  Section 6.05 shall apply unless waived in accordance with that
                  Section or unless the Retirement Equity Act safe harbor rules
                  of Section 6.05(F) apply. However, a surviving Spouse
                  Beneficiary may elect any form of payment allowable under the
                  Plan in lieu of the preretirement survivor annuity. Any such
                  payment to the surviving spouse must meet the requirements of
                  Section 6.06.

            C.    OTHER FORMS OF DISTRIBUTION TO BENEFICIARY - If the value of a
                  Participant's Individual Account exceeds $3,500 and the
                  Participant has properly waived the preretirement survivor
                  annuity, as described in Section 6.05 (if applicable) or if
                  the Beneficiary is the Participant's surviving spouse, the
                  Beneficiary may, subject to the requirements of Section 6.06,
                  request in writing that the Participant's Individual Account
                  be paid as follows: (1) in a lump sum; or (2) in installment
                  payments over a period not to exceed the life expectancy of
                  such Beneficiary.

      6.05  JOINT AND SURVIVOR ANNUITY REQUIREMENTS

            A.    The provisions of this Section shall apply to any Participant
                  who is credited with at least one Hour of Eligibility Service
                  with the Employer on or after August 23, 1984, and such other
                  Participants as provided in Section 6.05(G).

            B.    QUALIFIED JOINT AND SURVIVOR ANNUITY - Unless an optional form
                  of benefit is selected pursuant to a qualified election within
                  the 90-day period ending on the annuity starting date, a
                  married Participant's Vested account balance will be paid in
                  the form of a qualified joint and survivor annuity and an
                  unmarried Participant's Vested account balance will be paid in
                  the form of a life annuity. The Participant may elect to have
                  such annuity distributed upon attainment of the earliest
                  retirement age under the Plan.

            C.    QUALIFIED PRERETIREMENT SURVIVOR ANNUITY - Unless an optional
                  form of benefit has been selected within the election period
                  pursuant to a qualified election, if a Participant dies before
                  the annuity starting date then the Participant's Vested
                  account balance shall be applied toward the purchase of an
                  annuity for the life of the surviving spouse. The surviving
                  spouse may elect to have such annuity distributed within a
                  reasonable period after the Participant's death.

            D.    DEFINITIONS

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

<PAGE>

================================================================================
                                                                              21

                        Pre-age 35 waiver - A Participant who will not yet
                        attain age 35 as of the end of any current Plan Year may
                        make special qualified election to waive the qualified
                        preretirement survivor annuity for the period beginning
                        on the date of such election and ending on the first day
                        of the Plan Year in which the Participant will attain
                        age 35. Such election shall not be valid unless the
                        Participant receives a written explanation of the
                        qualified preretirement survivor annuity in such terms
                        as are comparable to the explanation required under
                        Section 6.05(E)(1). Qualified preretirement survivor
                        annuity coverage will be automatically reinstated as of
                        the first day of the Plan Year in which the Participant
                        attains age 35. Any new waiver on or after such date
                        shall be subject to the full requirements of this
                        Section 6.05.

                  2.    Earliest Retirement Age - The earliest date on which,
                        under the Plan, the Participant could elect to receive
                        retirement benefits.

                  3.    Qualified Election - A waiver of a qualified joint and
                        survivor annuity or a qualified preretirement survivor
                        annuity. Any waiver of a qualified joint and survivor
                        annuity or a qualified preretirement survivor annuity
                        shall not be effective unless: (a) the Participant's
                        spouse consents in writing to the election, (b) the
                        election designates a specific Beneficiary including any
                        class of beneficiaries or any contingent beneficiaries,
                        which may not be changed without spousal consent (or the
                        spouse expressly permits designations by the Participant
                        without any further spousal consent); (c) the spouse's
                        consent acknowledges the effect of the election; and (d)
                        the spouses consent is witnessed by a plan
                        representative or notary public. Additionally, a
                        Participant's waiver of the qualified joint and survivor
                        annuity shall not be effective unless the election
                        designates a form of benefit payment which may not be
                        changed without spousal consent (or the spouse expressly
                        permits designations by the Participant without any
                        further spousal consent). If it is established to the
                        satisfaction of a plan representative that there is no
                        spouse or that the spouse cannot be located, a waiver
                        will be deemed a qualified election.

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

                  4.    Qualified Joint and Survivor Annuity - An immediate
                        annuity for the life of the Participant with a survivor
                        annuity for the life of the spouse which is not less
                        than 50% and not more than 100% of the amount of the
                        annuity which is payable during the joint lives of the
                        Participant and the spouse and which is the amount of
                        benefit which can be purchased with the Participant's
                        vested account balance. The percentage of the survivor
                        annuity under the Plan shall be 50% (unless a different
                        percentage is elected by the Employer in the Adoption
                        Agreement).

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

                  6.    Annuity Starting Date - The first day of the first
                        period for which an amount is paid as an annuity or any
                        other form.

                        7. Vested Account Balance - The aggregate value of the
                        Participant's Vested account balances derived from
                        Employer and Nondeductible Employee Contributions
                        (including rollovers), whether Vested before or upon
                        death, including the proceeds of insurance contracts, if
                        any, on the Participant's life. The provisions of this
                        Section 6.05 shall apply to a Participant who is Vested
                        in amounts attributable to Employer Contributions,
                        Nondeductible Employee Contributions (or both) at the
                        time of death or distribution.

            E.    NOTICE REQUIREMENTS

                  1.    In the case of a qualified joint and survivor annuity,
                        the Plan Administrator shall no less than 30 days and
                        not more than 90 days prior to the annuity starting date
                        provide each Participant a written explanation of: (a)
                        the terms and conditions of a qualified joint and
                        survivor annuity; (b) the Participant's right to make
                        and the effect of an election to waive the qualified
                        joint and survivor annuity form of benefit; (c) the
                        rights of a Participant's spouse; and (d) the right to
                        make, and the effect of, a revocation of a previous
                        election to waive the qualified joint and survivor
                        annuity.

                  2.    In the case of a qualified preretirement annuity as
                        described in Section 6.05(C), the Plan Administrator
                        shall provide each Participant within the applicable
                        period for such Participant a written explanation of the
                        qualified preretirement survivor annuity in such terms
                        and in such manner as would be comparable to the
                        explanation provided for meeting the requirements of
                        Section 6.05(E)(1) applicable to a qualified joint and
                        survivor annuity.

                        The applicable period for a Participant is whichever of
                        the following periods ends 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 individual becomes a Participant (c) a
                        reasonable period ending after Section 6.05(E)(3) ceases
                        to apply to the Participant; and (d) a reasonable period
                        ending after this Section 6.05 first applies to the
                        Participant. Notwithstanding the foregoing, notice must
                        be provided within a reasonable period ending after
                        Separation from service in the case of a Participant who
                        separates from service before attaining age 35.

                        For purposes of applying the preceding paragraph, a
                        reasonable period ending after the enumerated events
                        described in (b), (c) and (d) is the end of the two-year
                        period beginning one year prior to the date the
                        applicable event occurs, and ending one year after that
                        date. In the case of a Participant who separates from
                        service before the Plan Year in which age 35 is
                        attained, notice shall be provided within the two-year
                        period beginning one year prior to separation and ending
                        one year after separation. If such a Participant
                        thereafter returns to employment with the Employer, the
                        applicable period for such Participant shall be
                        redetermined.

                  3.    Notwithstanding the other requirements of this Section
                        6.05(E), the respective notices prescribed by this
                        Section 6.05(E), need not be given to a Participant if
                        (a) the Plan "fully subsidizes" the costs of a qualified
                        joint and survivor annuity or qualified preretirement
                        survivor annuity, and (b) the Plan does not allow the
                        Participant to waive the qualified joint and survivor
                        annuity or qualified preretirement survivor annuity and
                        does not allow a married Participant to designate a
                        nonspouse beneficiary. For purposes of this

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22

                        Section 6.05(E)(3), a plan fully subsidizes the costs of
                        a benefit if no increase in cost, or decrease in
                        benefits to the Participant may result from the
                        Participant's failure to elect another benefit.

            F.    RETIREMENT EQUITY ACT SAFE HARBOR RULES

                  1.    If the Employer so indicates in the Adoption Agreement,
                        this Section 6.05(F) shall apply to a Participant in a
                        profit sharing plan, and shall always apply to any
                        distribution, made on or after the first day of the
                        first Plan Year beginning after December 31, 1988, from
                        or under a separate account attributable solely to
                        accumulated deductible employee contributions, as
                        defined in Section 72(o)(5)(B) of the Code, and
                        maintained on behalf of a Participant in a money
                        purchase pension plan, (including a target benefit plan)
                        if the following conditions are satisfied:

                        a.    the Participant does not or cannot elect payments
                              in the form of a life annuity; and

                        b.    on the death of a Participant, the Participant's
                              Vested account balance will be paid to the
                              Participant's surviving spouse, but if there is no
                              surviving spouse, or if the surviving spouse has
                              consented in a manner confirming to a qualified
                              election, then to the Participant's designated
                              Beneficiary. The surviving spouse may elect to
                              have distribution of the Vested account balance
                              commence within the 90-day period following the
                              date of the Participant's death. The account
                              balance shall be adjusted for gains or losses
                              occurring after the Participant's death in
                              accordance with the provisions of the Plan
                              governing the adjustment of account balances for
                              other types of distributions. This Section 6.05(F)
                              shall not be operative with respect to a
                              Participant in a profit sharing plan if the plan
                              is a direct or indirect transferee of a defined
                              benefit plan, money purchase plan, a target
                              benefit plan, stock bonus, or profit sharing plan
                              which is subject to the survivor annuity
                              requirements of Section 401(a)(11) and Section 417
                              of the Code. If this Section 6.05(F) is operative,
                              then the provisions of this Section 6.05 other
                              than Section 6.05(G) shall be inoperative.

                  2.    The Participant may waive the spousal death benefit
                        described in this Section 6.05(F) at any time provided
                        that no such waiver shall be effective unless it
                        satisfies the conditions of Section 6.05(D)(3) (other
                        than the notification requirement referred to therein)
                        that would apply to the Participant's waiver of the
                        qualified preretirement survivor annuity.

                  3.    For purposes of this Section 6.05(F), Vested account
                        balance shall mean, in the case of a money purchase
                        pension plan or a target benefit plan, the Participant's
                        separate account balance attributable solely to
                        accumulated deductible employee contributions within the
                        meaning of Section 72(o)(5)(B) of the Code. In the case
                        of a profit sharing plan, Vested account balance shall
                        have the same meaning as provided in Section 6.05(D)(7).

            G.    TRANSITIONAL RULES

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

                  2.    Any living Participant not receiving benefits on August
                        23, 1984, who was credited with at least one Hour of
                        Service under this Plan or 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 2,1976, must be given the opportunity to
                        have his or her benefits paid in accordance with Section
                        6.05(G)(4).

                  3.    The respective opportunities to elect (as described in
                        Section 6.05(G)(1) and (2) above) must be afforded to
                        the appropriate Participants during the period
                        commencing on August 23, 1984, and ending on the date
                        benefits would otherwise commence to said Participants.

                  4.    Any Participant who has elected pursuant to Section
                        6.05(G)(2) and any Participant who does not elect under
                        Section 6.05(G)(1) or who meets the requirements of
                        Section 6.05(G)(1) except that such Participant does not
                        have at least 10 Years of Vesting Service when he or she
                        separates from service, shall have his or her benefits
                        distributed in accordance with all of the following
                        requirements 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:

                              (1)  begins to receive payments under the Plan on
                                   or after Normal Retirement Age; or

                              (2)  dies on or after Normal Retirement Age while
                                   still working for the Employer; or

                              (3)  begins to receive payments on or after the
                                   qualified early retirement age; or

                              (4)  separates from service on or after attaining
                                   Normal Retirement Age (or the qualified early
                                   retirement age) and after satisfying the
                                   eligibility requirements for the payment of
                                   benefits under the Plan and thereafter dies
                                   before beginning to receive such benefits;

                              then such benefits will be received under this
                              Plan in the form of a qualified joint and survivor
                              annuity, unless the Participant has elected
                              otherwise during the election period. The election
                              period must begin at least 6 months before the
                              Participant attains qualified early retirement age
                              and ends not more than 90 days before the
                              commencement of benefits. Any election hereunder
                              will be in writing and may be changed by the
                              Participant at any time.

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

                        c.    For purposes of Section 6.05(G)(4):

                              1.   Qualified early retirement age is the latest
                                   of


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                                                                              23

                                   a.   the earliest date, under the Plan, on
                                        which the Participant may elect to
                                        receive retirement benefits,

                                   b.   the first day of the 120th month
                                        beginning before the Participant reaches
                                        Normal Retirement Age, or

                                   c.   the date the Participant begins
                                        participation.

                              2.   Qualified joint and survivor annuity is an
                                   annuity for the life of the Participant with
                                   a survivor annuity for the life of the spouse
                                   as described in Section 6.05(D)(4) of this
                                   Plan.

      6.06  DISTRIBUTION REQUIREMENTS

            A.    GENERAL RULES

                  1.    Subject to Section 6.05 Joint and Survivor Annuity
                        Requirements, the requirements of this Section shall
                        apply to any distribution of a Participant's interest
                        and will take precedence over any inconsistent
                        provisions of this Plan. Unless otherwise specified, the
                        provisions of this Section 6.06 apply to calendar years
                        beginning after December 31, 1984.

                  2.    All, distributions required under this Section 6.06
                        shall be determined and made in accordance with the
                        Income Tax Regulations under Section 401(a)(9),
                        including the minimum distribution incidental benefit
                        requirement of Section 1.401(a)(9)-2 of the proposed
                        regulations.

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

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

                  1.    the life of the Participant,

                  2.    the life of the Participant and a designated
                        Beneficiary,

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

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

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

                  1.    Individual Account

                        a.    If a Participant's benefit is to be distributed
                              over (1) a period not extending beyond the life
                              expectancy of the Participant or the joint life
                              and last survivor expectancy of the Participant
                              and the Participant's designated Beneficiary or
                              (2) a period not extending beyond the life
                              expectancy of the designated Beneficiary, the
                              amount required to be distributed for each
                              calendar year, beginning with distributions for
                              the first distribution calendar year, must at
                              least equal the quotient obtained by dividing the
                              Participant's benefit by the applicable life
                              expectancy.

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

                        c.    For calendar years beginning after December
                              31,1988, the amount to be distributed each year,
                              beginning with distributions for the first
                              distribution calendar year shall not be less than
                              the quotient obtained by dividing the
                              Participant's benefit by the lesser of (1) the
                              applicable life expectancy or (2) if the
                              Participant's spouse is not the designated
                              Beneficiary, the applicable divisor determined
                              from the table set forth in Q&A 4 of Section
                              1.401(a)(9)-2 of the Proposed Income Tax
                              Regulations. Distributions after the death of the
                              Participant shall be distributed using expectancy
                              a proposed the applicable life in Section
                              6.05(D)(1)(a) above as the relevant divisor
                              without regard regulations 1.401(a)(9)-2.

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

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

            E.    DEATH DISTRIBUTION PROVISIONS

                  1.    Distribution Beginning Before Death - If the Participant
                        dies after distribution of his or her interest has
                        begun, the remaining portion of such interest will
                        continue to be distributed at least as rapidly as under
                        the method of distribution being used prior to the
                        Participant's death.

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

                        a.    if any portion of the Participant's interest is
                              payable to a designated Beneficiary, distributions
                              may be made over the life or over a period certain
                              not greater than the life expectancy of the
                              designated Beneficiary commencing on or before
                              December 31 of the calendar year immediately
                              following the calendar year in which the
                              Participant died;
<PAGE>
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24

                        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 dies or (2) December 31 of the
                              calendar year in which the Participant would have
                              attained age 70 1/2.

                        If the Participant has not made an election pursuant to
                        this Section 6.05 (E)(2) by the time of his or her
                        death, the Participant's designated Beneficiary must
                        elect the method of distribution no later than the
                        earlier of (1) December 31 of the calendar year in which
                        distributions would be required to begin under this
                        Section 6.05(E)(2), 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.

                  3.    For purposes of Section 6.06(E)(2) above, if the
                        surviving spouse dies after the Participant, but before
                        payments to such spouse begin, the provisions of Section
                        6.06(E)(2), with the exception of paragraph (b) therein,
                        shall be applied as if the surviving spouse were the
                        Participant.

                  4.    For purposes of this Section 6.06(E), any amount paid to
                        a child of the Participant will be treated as if it had
                        been paid to the surviving spouse if the amount becomes
                        payable to the surviving spouse when the child reaches
                        the age of majority.

                  5.    For purposes of this Section 6.06(E)) distribution of a
                        Participant's interest is considered to begin on the
                        Participant's required beginning date (or, if Section
                        6.06(E)(3) above is applicable, the date distribution is
                        required to begin to the surviving spouse pursuant to
                        Section 6.06(E)(2) above). If distribution in the form
                        of an annuity irrevocably commences to the Participant
                        before the required beginning date, the date
                        distribution is considered to begin is the date
                        distribution actually commences.

            F.    DEFINITIONS

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

                  2.    Designated Beneficiary - The individual who is
                        designated as the Beneficiary under the Plan in
                        accordance with Section 401(a)(9) of the Code and the
                        regulations thereunder.

                  3.    Distribution Calendar Year - A calendar year for which a
                        minimum distribution is required. For distributions
                        beginning before the Participant's death, the first
                        distribution calendar year is the calendar year
                        immediately preceding the calendar year which contains
                        the Participant's required beginning date. For
                        distributions beginning after the Participant's death,
                        the first distribution calendar year is the calendar
                        year in which distributions are required to begin
                        pursuant to Section 6.05(E) above.

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

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

                  5.    Participant's Benefit:

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

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

                  6.    Required Beginning Date

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

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

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

                              (2)  5% Owners - The required beginning date of a
                                   Participant who is a 5% owner during any year
                                   beginning after December 31, 1979, is the
                                   first day of April following the later of:

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

                                   (b)  the earlier of the calendar year with or
                                        within which ends the Plan Year in which
                                        the Participant becomes a 5% owner, or
                                        the calendar year in which the
                                        Participant retires.
<PAGE>
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                                                                              25

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

                        c.    5% Owner - A Participant is treated as a 5% owner
                              for purposes of this Section 6.06(F)(6) if such
                              Participant is a 5% owner as defined in Section
                              416(i) of the Code (determined in accordance with
                              Section 416 but without regard to whether the Plan
                              is top-heavy) at any time during the Plan Year
                              ending with or within the calendar year in which
                              such owner attains age 66 1/2 or any subsequent
                              Plan Year.

                        d.    Once distributions have begun to a 5% owner under
                              this Section 6.06(F)(6) they must continue to be
                              distributed, even if the Participant ceases to be
                              a 5% owner in a subsequent year.

            G.    TRANSITIONAL RULE

                  1.    Notwithstanding the other requirements of this Section
                        6.06 and subject to the requirements of Section 6.05,
                        Joint and Survivor Annuity Requirements, distribution on
                        behalf of any Employee, including a 5% owner, may be
                        made in accordance with all of the following
                        requirements (regardless of when such distribution
                        commences:

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

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

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

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

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

                  2.    A distribution upon death will 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 Employee.

                  3.    For any distribution which commences before January
                        1,1984, but continues after December 31,1983, the
                        Employee, or the Beneficiary, to whom such distribution
                        is being made, will be presumed to have designated the
                        method of distribution under which the distribution is
                        being made if the method of distribution was specified
                        in writing and the distribution satisfies the
                        requirements in Sections 6.06(G)(1)(a) and (e).

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

      6.07  ANNUITY CONTRACTS

            Any annuity contract distributed under the Plan (if permitted or
            required by this Section 6) must be nontransferable. The terms of
            any annuity contract purchased and distributed by the Plan to a
            Participant or spouse shall comply with the requirements of the
            Plan.

      6.08  LOANS TO PARTICIPANTS

            If the Adoption Agreement so indicates, a Participant may receive a
            loan from the Fund, subject to the following rules:

            A.    Loans shall be made available to all Participants on a
                  reasonably equivalent basis.

            B.    Loans shall not be made available to Highly Compensated
                  Employees (as defined in Section 414(q) of the Code) in an
                  amount greater than the amount made available to other
                  Employees.

            C.    Loans must be adequately secured and bear a reasonable
                  interest rate.

            D.    No Participant loan shall exceed the present value of the
                  Vested portion of a Participant's Individual Account.

            E.    A Participant must obtain the consent of his or her spouse, if
                  any, to the use of the Individual Account 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. Notwithstanding the foregoing, no spousal consent is
                  necessary if, at the time the loan is secured, no consent
                  would be required for a distribution under Section
                  417(a)(2)(B). In addition, spousal consent is not required if
                  the Plan or the Participant is not subject to Section 401
                  (a)(11) at the time the Individual Account is used as
                  security, or if the total Individual Account subject to the
                  security is less than or equal to $3,500.

            F.    In the event of default, foreclosure on the note and
                  attachment of security will not occur until a distributable
                  event occurs in the Plan. Notwithstanding the preceding
                  sentence, a Participant's default on a loan will be treated as
                  a distributable event and as soon as administratively feasible
                  after the default, the Participant's Vested Individual Account
                  will be reduced by the lesser of the amount in default (plus
                  accrued

<PAGE>
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26

                  interest) or the amount secured. If this Plan is a 401(k)
                  plan, then to the extent the loan is attributable to a
                  Participant's Elective Deferrals, Qualified Nonelective
                  Contributions or Qualified Matching Contributions, the
                  Participant's Individual Account will not be reduced unless
                  the Participant has attained age 59 1/2 or has another
                  distributable event. A Participant will be deemed to have
                  consented to the provision at the time the loan is made to the
                  Participant.

            G.    No loans will be made to any shareholder-employee or
                  Owner-Employee. For purposes of this requirement, a
                  shareholder-employee means an employee or officer of an
                  electing small business (Subchapter 5) corporation who owns
                  (or is considered as owning within the meaning of Section
                  318(a)(l) of the Code), on any day during the taxable year of
                  such corporation, more than 5% of the outstanding stock of the
                  corporation.

                  If a valid spousal consent has been obtained in accordance
                  with 6.08(E), then, notwithstanding any other provisions of
                  this Plan, the portion of the Participant's Vested Individual
                  Account used as a security interest held by the Plan by reason
                  of a loan outstanding to the Participant shall be taken into
                  account for purposes of determining the amount of the account
                  balance payable at the time of death or distribution, but only
                  if the reduction is used as repayment of the loan. If less
                  than 100% of the Participant's Vested Individual Account
                  (determined without regard to the preceding sentence) is
                  payable to the surviving spouse, then the account balance
                  shall be adjusted by first reducing the Vested Individual
                  Account by the amount of the security used as repayment of the
                  loan, and then determining the benefit payable to the
                  surviving spouse.

                  To avoid taxation to the Participant, no loan to any
                  Participant can be made to the extent that such loan when
                  added to the outstanding balance of all other loans to the
                  Participant would exceed the lesser of (a) $50,000 reduced by
                  the excess (if any) of the highest outstanding balance of
                  loans during the one year period ending on the day before the
                  loan is made, over the outstanding balance of loans from the
                  Plan on the date the loan is made, or (b) 50% of the present
                  value of the nonforfeitable Individual Account of the
                  Participant or, if greater, the total Individual Account up to
                  $10,000. For the purpose of the above limitation, all loans
                  from all plans of the Employer and other members of a group of
                  employers described in Sections 414(b), 414(c), and 414(m) of
                  the Code are aggregated. Furthermore, any loan shall by its
                  terms require that repayment (principal and interest) be
                  amortized in level payments, not less frequently than
                  quarterly, over a period not extending beyond 5 years from the
                  date of the loan, unless such loan is used to acquire a
                  dwelling unit which within a reasonable time (determined at
                  the time the loan is made) will be used as the principal
                  residence of the Participant. An assignment or pledge of any
                  portion of the Participant's interest in the Plan and a loan,
                  pledge, or assignment with respect to any insurance contract
                  purchased under the Plan, will be treated as a loan under this
                  paragraph.

                  The Plan Administrator shall administer the loan program in
                  accordance with a written document. Such written document
                  shall include, at a minimum, the following: (i) the identity
                  of the person or positions authorized to administer the
                  Participant loan program; (ii) the procedure for applying for
                  loans; (iii) the basis on which loans will be approved or
                  denied; (iv) limitations (if any) on the types and amounts of
                  loans offered; (v) the procedure under the program for
                  determining a reasonable rate of interest; (vi) the types of
                  collateral which may secure a Participant loan; and (vii) the
                  events constituting default and the steps that will be taken
                  to preserve Plan assets in the event of such default.

      6.09  DISTRIBUTION IN KIND

            The Plan Administrator may cause any distribution under this Plan to
            be made either in a form actually held in the Fund, or in cash by
            converting assets other than cash into cash, or in any combination
            of the two foregoing ways.

      6.10  DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS

            A.    DIRECT ROLLOVER OPTION

                  This Section applies to distributions made on or after January
                  1,1993. Notwithstanding any provision of the Plan to the
                  contrary that would otherwise limit a distributee's election
                  under this Section, a distributee may elect, at the time and
                  in the manner prescribed by the Plan Administrator, to have
                  any portion of an eligible rollover distribution that is equal
                  to at least $500 paid directly to an eligible retirement plan
                  specified by the distributee in a direct rollover.

            B.    DEFINITIONS

                  1.    Eligible rollover distribution - An eligible rollover
                        distribution is any distribution of all or any portion
                        of the balance to the credit of the distributee, except
                        that an eligible rollover distribution does not include:

                        a.    any distribution that is one of a series of
                              substantially equal periodic payments (not less
                              frequently than annually) made for the life (or
                              life expectancy) of the distributee or the joint
                              lives (or joint life expectancies) of the
                              distributee and the distributee's designated
                              Beneficiary, or for a specified period of ten
                              years or more;

                        b.    any distribution to the extent such distribution
                              is required under Section 401(a)(9) of the Code;

                        c.    the portion of any other distribution that is not
                              includible in gross income (determined without
                              regard to the exclusion for net unrealized
                              appreciation with respect to employer securities);
                              and

                        d.    any other distribution(s) that is reasonably
                              expected to total less than $200 during a year.

                  2.    Eligible retirement plan - An eligible retirement plan
                        is an individual retirement account described in Section
                        408(a) of the Code, an individual retirement annuity
                        described in Section 408(b) of the Code, an annuity plan
                        described in Section 403(a) of the Code, or a qualified
                        trust described in Section 401(a) of the Code, that
                        accepts the distributee's eligible rollover
                        distribution. However, in the case of an eligible
                        rollover distribution to the surviving spouse, an
                        eligible retirement plan is an individual retirement
                        account or individual retirement annuity.

                  3.    Distributee - A distributee includes an Employee or
                        former Employee. In addition, the Employee's or former
                        Employee's surviving spouse and the Employee's or former
                        Employee's spouse or former spouse who is the alternate
                        payee under a qualified domestic relations order, as
                        defined in Section 414(p) of the Code, are distributees
                        with regard to the interest of the spouse or former
                        spouse.

                  4.    Direct rollover - A direct rollover is a payment by the
                        Plan to the eligible retirement plan specified by the
                        distributee.

      6.11  PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES

            The Plan Administrator must use all reasonable measures to locate
            Participants or Beneficiaries who are entitled to distributions from
            the Plan. In the event that the Plan Administrator cannot locate a
            Participant or Beneficiary who is entitled to a distribution from
            the Plan after using all

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                                                                              27

            reasonable measures to locate him or her, the Plan Administrator
            may, consistent with applicable laws, regulations and other
            pronouncements under ERISA, use any reasonable procedure to dispose
            of distributable plan assets, including any of the following (1)
            establish a bank account for and in the name of the Participant or
            Beneficiary and transfer the assets to such bank account, (2)
            purchase an annuity contract with the assets in the name of the
            Participant or Beneficiary, or (3) after the expiration of 5 years
            after the benefit becomes payable, treat the amount distributable as
            a Forfeiture and allocate it in accordance with the terms of the
            Plan and if the Participant or Beneficiary is later located, restore
            such benefit to the Plan.

SECTION SEVEN CLAIMS PROCEDURE

      7.01  FILING A CLAIM FOR PLAN DISTRIBUTIONS

            A Participant or Beneficiary who desires to make a claim for the
            Vested portion of the Participant's Individual Account shall file a
            written request with the Plan Administrator on a form to be
            furnished to him or her by the Plan Administrator for such purpose.
            The request shall set forth the basis of the claim. The Plan
            Administrator is authorized to conduct such examinations as may be
            necessary to facilitate the payment of any benefits to which the
            Participant or Beneficiary may be entitled under the terms of the
            Plan.

      7.02  DENIAL OF CLAIM

            Whenever a claim for a Plan distribution by any Participant or
            Beneficiary has been wholly or partially denied, the Plan
            Administrator must furnish such Participant or Beneficiary written
            notice of the denial within 60 days of the date the original claim
            was filed. This notice shall set forth the specific reasons for the
            denial, specific reference to pertinent Plan provisions on which the
            denial is based, a description of any additional information or
            material needed to perfect the claim, an explanation of why such
            additional information or material is necessary and an explanation
            of the procedures for appeal.

      7.03  REMEDIES AVAILABLE

            The Participant or Beneficiary shall have 60 days from receipt of
            the denial notice in which to make written application for review by
            the Plan Administrator. The Participant or Beneficiary may request
            that the review be in the nature of a hearing. The Participant or
            Beneficiary shall have the right to representation, to review
            pertinent documents and to submit comments in writing. The Plan
            Administrator shall issue a decision on such review within 60 days
            after receipt of an application for review as provided for in
            Section 7.02. Upon a decision unfavorable to the Participant or
            Beneficiary, such Participant or Beneficiary shall be entitled to
            bring such actions in law or equity as may be necessary or
            appropriate to protect or clarify his or her right to benefits under
            this Plan.

SECTION EIGHT PLAN ADMINISTRATOR

      8.01  EMPLOYER IS PLAN ADMINISTRATOR

            A.    The Employer shall be the Plan Administrator unless the
                  managing body of the Employer designates a person or persons
                  other than the Employer as the Plan Administrator and so
                  notifies the Trustee (or Custodian, if applicable). The
                  Employer shall also be the Plan Administrator if the person or
                  persons so designated cease to be the Plan Administrator. The
                  Employer may establish an administrative committee that will
                  carry out the Plan Administrator's duties. Members of the
                  administrative committee may allocate the Plan Administrator's
                  duties among themselves.

            B.    If the managing body of the Employer designates a person or
                  persons other than the Employer as Plan Administrator, such
                  person or persons shall serve at the pleasure of the Employer
                  and shall serve pursuant to such procedures as such managing
                  body may provide. Each such person shall be bonded as may be
                  required by law.

      8.02  POWERS AND DUTIES OF THE PLAN ADMINISTRATOR

            A.    The Plan Administrator may, by appointment, allocate the
                  duties of the Plan Administrator among several individuals or
                  entities. Such appointments shall not be effective until the
                  party designated accepts such appointment in writing.

            B.    The Plan Administrator shall have the authority to control and
                  manage the operation and administration of the Plan. The Plan
                  Administrator shall administer the Plan for the exclusive
                  benefit of the Participants and their Beneficiaries in
                  accordance with the specific terms of the Plan.

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

                  1.    To determine all questions of interpretation or policy
                        in a manner consistent with the Plan's documents and the
                        Plan Administrator's construction or determination in
                        good faith shall be conclusive and binding on all
                        persons except as otherwise provided herein or by law.
                        Any interpretation or construction shall be done in a
                        nondiscriminatory manner and shall be consistent with
                        the intent that the Plan shall continue to be deemed a
                        qualified plan under the terms of Section 401(a) of the
                        Code, as amended from time-to-time, and shall comply
                        with the terms of ERISA, as amended from time-to-time;

                  2.    To determine all questions relating to the eligibility
                        of Employees to become or remain Participants hereunder;

                  3.    To compute the amounts necessary or desirable to be
                        contributed to the Plan;

                  4.    To compute the amount and kind of benefits to which a
                        Participant or Beneficiary shall be entitled under the
                        Plan and to direct the Trustee (or Custodian, if
                        applicable) with respect to all disbursements under the
                        Plan, and, when requested by the Trustee (or Custodian),
                        to furnish the Trustee (or Custodian) with instructions,
                        in writing, on matters pertaining to the Plan and the
                        Trustee (or Custodian) may rely and act thereon;

                  5.    To maintain all records necessary for the administration
                        of the Plan;

                  6.    To be responsible for preparing and filing such
                        disclosure and tax forms as may be required from
                        time-to-time by the Secretary of Labor or the Secretary
                        of the Treasury; and

                  7.    To furnish each Employee, Participant or Beneficiary
                        such notices, information and reports under such
                        circumstances as may be required by law.

            D.    The Plan Administrator shall have all of the powers necessary
                  or appropriate to accomplish his or her duties under the Plan,
                  including, but not limited to, the following:

                  1.    To appoint and retain such persons as may be necessary
                        to carry out the functions of the Plan Administrator;
<PAGE>

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28

                  2.    To appoint and retain counsel, specialists or other
                        persons as the Plan Administrator deems necessary or
                        advisable in the administration of the Plan;

                  3.    To resolve all questions of administration of the Plan;

                  4.    To establish such uniform and nondiscriminatory rules
                        which it deems necessary to carry out the terms of the
                        Plan;

                  5.    To make any adjustments in a uniform and
                        nondiscriminatory manner which it deems necessary to
                        correct any arithmetical or accounting errors which may
                        have been made for any Plan Year; and

                  6.    To correct any defect, supply any omission or reconcile
                        any inconsistency in such manner and to such extent as
                        shall be deemed necessary or advisable to carry out the
                        purpose of the Plan.

      8.03  EXPENSES AND COMPENSATION

            All reasonable expenses of administration including, but not limited
            to, those involved in retaining necessary professional assistance
            may be paid from the assets of the Fund. Alternatively, the Employer
            may, in its discretion, pay any or all such expenses. Pursuant to
            uniform and nondiscriminatory rules that the Plan Administrator may
            establish from time-to-time, administrative expenses and expenses
            unique to a particular Participant may be charged to a Participant's
            Individual Account or the Plan Administrator may allow Participants
            to pay such fees outside of the Plan The Employer shall furnish the
            Plan Administrator with such clerical and other assistance as the
            Plan Administrator may need in the performance of his or her duties.

      8.04  INFORMATION FROM EMPLOYER

            To enable the Plan Administrator to perform his or her duties, the
            Employer shall supply full and timely information to the Plan
            Administrator (or his or her designated agents) on all matters
            relating to the Compensation of all Participants, their regular
            employment, retirement, death, Disability or Termination of
            Employment, and such other pertinent facts as the Plan Administrator
            (or his or her agents) may require. The Plan Administrator shall
            advise the Trustee (or Custodian, if applicable) of such of the
            foregoing facts as may be pertinent to the Trustee's (or
            Custodian's) duties under the Plan. The Plan Administrator (or his
            or her agents) is entitled to rely on such information as is
            supplied by the Employer and shall have no duty or responsibility to
            verify such information.

SECTION NINE AMENDMENT AND TERMINATION

      9.01  RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN

            A.    The Employer, by adopting the Plan, expressly delegates to the
                  Prototype Sponsor the power, but not the duty, to amend the
                  Plan without any further action or consent of the Employer as
                  the Prototype Sponsor deems necessary for the purpose of
                  adjusting the Plan to comply with all laws and regulations
                  governing pension or profit sharing plans. Specifically, it is
                  understood that the amendments may be made unilaterally by the
                  Prototype Sponsor. However, it shall be understood that the
                  Prototype Sponsor shall be under no obligation to amend the
                  Plan documents and the Employer expressly waives any rights or
                  claims against the Prototype Sponsor for not exercising this
                  power to amend. For purposes of Prototype Sponsor amendments,
                  the mass submitter shall be recognized as the agent of the
                  Prototype Sponsor. If the Prototype Sponsor does not adopt the
                  amendments made by the mass submitter, it will no longer be
                  identical to or a under modifier of the mass submitter plan.

            B.    An amendment by the Prototype Sponsor shall be accomplished by
                  giving written notice to the Employer of the amendment to be
                  made. The notice shall set forth the text of such amendment
                  and the date such amendment is to be effective. Such amendment
                  shall take effect unless within the 30 day period after such
                  notice is provided, or within such shorter period as the
                  notice may specify, the Employer gives the Prototype Sponsor
                  written notice of refusal to consent to the amendment. Such
                  written notice of refusal shall have the effect of withdrawing
                  the Plan as a prototype plan and shall cause the Plan to be
                  considered an individually designed plan. The right of the
                  Prototype Sponsor to cause the Plan to be amended shall
                  terminate should the Plan cease to conform as a prototype plan
                  as provided in this or any other section.

      9.02  RIGHT OF EMPLOYER TO AMEND THE PLAN

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

            An Employer who wishes to amend the Plan to change the options it
            has chosen in the Adoption Agreement must complete and deliver a new
            Adoption Agreement to the Prototype Sponsor and Trustee (or
            Custodian, if applicable). Such amendment shall become effective
            upon execution by the Employer and Trustee (or Custodian).

            The Employer further reserves the right to replace the Plan in its
            entirety by adopting another retirement plan which the Employer
            designates as a replacement plan.

      9.03  LIMITATION ON POWER TO AMEND

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

      9.04  AMENDMENT OF VESTING SCHEDULE

            If the Plan's vesting schedule is amended, or the Plan is amended in
            any way that directly or indirectly affects the computation of the
            Participant's Vested percentage, or if the Plan is deemed amended by
            an automatic change to or from a top-heavy vesting schedule, such
            Participant with at least 3 Years of Vesting Service with the
            Employer may elect, within the time set forth below, to have the
            Vested percentage computed under the Plan without regard to such
            amendment.
<PAGE>
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                                                                              29

            For Participants who do not have at least 1 Hour of Service in any
            Plan Year beginning after December 31, 1988, the preceding sentence
            shall be applied by substituting "5 Years of Vesting Service" for "3
            Years of Vesting Service" where such language appears.

            The Period during which the election may be made shall commence with
            the date the amendment is adopted or deemed to be made and shall end
            the later of:

            A.    60 days after the amendment is adopted;

            B.    60 days after the amendment becomes effective; or

            C.    60 days after the Participant is issued written notice of the
                  amendment by the Employer or Plan Administrator.

      9.05  PERMANENCY

            The Employer expects to continue this Plan and make the necessary
            contributions thereto indefinitely, but such continuance and payment
            is not assumed as a contractual obligation. Neither the Adoption
            Agreement nor the Plan nor any amendment or modification thereof nor
            the making of contributions hereunder shall be construed as giving
            any participant or any person whomsoever any legal or equitable
            right against the Employer, the Trustee (or Custodian, if
            applicable) the Plan Administrator or the Prototype Sponsor except
            as specifically provided herein, or as provided by law.

      9.06  METHOD AND PROCEDURE FOR TERMINATION

            The Plan may be terminated by the Employer at any time by
            appropriate action of its managing body. Such termination shall be
            effective on the date specified by the Employer. The Plan shall
            terminate if the Employer shall be dissolved, terminated, or
            declared bankrupt. Written notice of the termination and effective
            date thereof shall be given to the Trustee (or Custodian), Plan
            Administrator, Prototype Sponsor, Participants and Beneficiaries of
            deceased Participants, and the required filings (such as the Form
            5500 series and others) must be made with the Internal Revenue
            Service and any other regulatory body as required by current laws
            and regulations. Until all of the assets have been distributed hum
            the Fund, the Employer must keep the Plan in compliance with current
            laws and regulations by (a) making appropriate amendments to the
            Plan and (b) taking such other measures as may be required.

      9.07  CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER

            Notwithstanding the preceding Section 9.06, a successor of the
            Employer may continue the Plan and be substituted in the place of
            the present Employer. The successor and the present Employer (or, if
            deceased, the executor of the estate of a deceased Self-Employed
            Individual who was the Employer) must execute a written instrument
            authorizing such substitution and the successor must complete and
            sign a new plan document.

      9.08  FAILURE OF PLAN QUALIFICATION

            If the Plan fails to retain its qualified status, the Plan will no
            longer be considered to be part of a prototype plan, and such
            Employer can no longer participate under this prototype. In such
            event, the Plan will be considered an individually designed plan.

SECTION TEN MISCELLANEOUS

     10.01  STATE COMMUNITY PROPERTY LAWS

            The terms and conditions of this Plan shall be applicable without
            regard to the community property laws of any state.

     10.02  HEADINGS

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

     10.03  GENDER AND NUMBER

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

     10.04  PLAN MERGER OR CONSOLIDATION

            In the case of any merger or consolidation of the Plan with, or
            transfer of assets or liabilities of such Plan to, any other plan,
            each Participant shall be entitled to receive benefits immediately
            after the merger, consolidation, or transfer (if the Plan had then
            terminated) which are equal to or greater than the benefits he or
            she would have been entitled to receive immediately before the
            merger, consolidation, or transfer (if the Plan had then
            terminated). The Trustee (or Custodian) has the authority to enter
            into merger agreements or agreements to directly transfer the assets
            of this Plan but only if such agreements are made with trustees or
            custodians of other retirement plans described in Section 401(a) of
            the Code.

     10.05  STANDARD OF FIDUCIARY CONDUCT

            The Employer, Plan Administrator, Trustee and any other fiduciary
            under this Plan shall discharge their duties with respect to this
            Plan solely in the interests of Participants and their Beneficiaries
            and with the care, skill, prudence and diligence under the
            circumstances then prevailing that a prudent man acting in like
            capacity and familiar with such matters would use in the conduct of
            an enterprise of a like character and with like aims. No fiduciary
            shall cause the Plan to engage in any transaction known as a
            "prohibited transaction" under ERISA.

     10.06  GENERAL UNDERTAKING OF ALL PARTIES

            All parties to this Plan and all persons claiming any interest
            whatsoever hereunder agree to perform any and all acts and execute
            any and all documents and papers which may be necessary or desirable
            for the carrying out of this Plan and any of its provisions.

     10.07  AGREEMENT BINDS HEIRS, ETC.

            This Plan shall be binding upon the heirs, executors,
            administrators, successors and assigns, as those terms shall apply
            to any and all parties hereto, present and future.

     10.08  DETERMINATION OF TOP-HEAVY STATUS

            A.    For any Plan Year beginning after December 31, 1983, this Plan
                  is a Top-Heavy Plan if any of the following conditions exist:

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

                  2.    If this Plan is 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%.

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30

                  3.    If this Plan is a part of a required aggregation group
                        and part of a permissive aggregation group of plans and
                        the top-heavy ratio for the permissive aggregation group
                        exceeds 60%.

                  For purposes of this Section 10.08, the following terms shall
                  have the meanings indicated below:

            B.    KEY EMPLOYEE - Any Employee or former Employee (and the
                  Beneficiaries of such Employee) who at any time during the
                  determination period was an officer of the Employer if such
                  individual's annual Compensation exceeds 50% of the dollar
                  limitation under Section 425(b)(1)(A) of the Code, an owner
                  (or considered an owner under Section 318 of the Code) of one
                  of the 10 largest interests in the Employer if such
                  individual's Compensation exceeds 100% of the dollar
                  limitation under Section 415(c)(1)(A) of the Code, a 5% owner
                  of the Employer, or a 1% owner of the Employer who has an
                  annual Compensation of more than $150,000. Annual Compensation
                  means Compensation as defined in Section 415(c)(3) of the
                  Code, but including amounts contributed by the Employer
                  pursuant to a salary reduction agreement which are excludable
                  from the Employee's gross income under Section 125, Section
                  402(e)(3), Section 402(h)(l)(B) or Section 403(b) of the Code.
                  The determination period is the Plan Year containing the
                  determination date and the 4 preceding Plan Years.

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

            C.    TOP-HEAVY RATIO

                  1.    If the Employer maintains one or more defined
                        contribution plans (including any simplified employee
                        pension plan) and the Employer has not maintained any
                        defined benefit plan which during the 5-year period
                        ending on the determination date(s) has or has had
                        accrued benefits, the top-heavy ratio for this Plan
                        alone or for the required or permissive aggregation
                        group as appropriate is a fraction, the numerator of
                        which is the sum of the account balances of all Key
                        Employees as of the determination date(s) (including any
                        part of any account balance distributed in the 5-year
                        period ending on the determination date(s)), and the
                        denominator of which is the sum of all account balances
                        (including any part of any account balance distributed
                        in the 5-year period ending on the determination
                        date(s)), both computed in accordance with Section 416
                        of the Code and the regulations thereunder. Both the
                        numerator and the denominator of the top-heavy ratio are
                        increased to reflect any contribution not actually made
                        as of the determination date, but which is required to
                        be taken into account on that date under Section 416 of
                        the Code and the regulations thereunder.

                  2.    If the Employer maintains one or more defined
                        contribution plans (including any simplified employee
                        pension plan) and the Employer maintains or has
                        maintained one or more defined benefit plans which
                        during the 5 year period ending on the determination
                        date(s) has or has had any accrued benefits, the
                        top-heavy ratio for any required or permissive
                        aggregation group as appropriate is a fraction, the
                        numerator of which is the sum of account balances under
                        the aggregated defined contribution plan or plans for
                        all Key Employees, determined in accordance with (1)
                        above, and the present value of accrued benefits under
                        the aggregated defined benefit plan or plans for all Key
                        Employees as of the determination date(s), and the
                        denominator of which is the sum of the account balances
                        under the aggregated defined contribution plan or plans
                        for all Participants, determined in accordance with (1)
                        above, and the present value of accrued benefits under
                        the defined benefit plan or plans for all Participants
                        as of The determination date(s), all determined in
                        accordance with Section 416 of the Code and the
                        regulations thereunder. The accrued benefits under a
                        defined benefit plan in both the numerator and
                        denominator of the top-heavy ratio are increased for any
                        distribution of an accrued benefit made in the 5-year
                        period ending on the determination date.

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

                        The accrued benefit of a Participant other than a Key
                        Employee shall be determined under (a) the method, if
                        any, that uniformly applies for accrual purposes under
                        all defined benefit plans maintained by the Employer, or
                        (b) if there is no such method, as if such benefit
                        accrued not more rapidly than the slowest accrual rate
                        permitted under the fractional rule of Section
                        411(b)(1)(C) of the Code.

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

                  5.    Required aggregation group: (a) Each qualified plan of
                        the Employer in which at least one Key Employee
                        participates or participated at any time during the
                        determination period (regardless of whether the Plan has
                        terminated), and (b) any other qualified plan of the
                        Employer which enables a plan described in (a) to meet
                        the requirements of Sections 401(a)(4) or 410 of the
                        Code.

                  6.    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.

                  7.    Valuation date: For purposes of calculating the
                        top-heavy ratio, the valuation date shall be the last
                        day of each Plan Year.

                  8.    Present value: For purposes of establishing the "present
                        value" of benefits under a defined benefit plan to
                        compute the top-heavy ratio, any benefit shall be
                        discounted only for mortality and interest based on the
                        interest rate and mortality table specified for this
                        purpose in the defined benefit plan, unless otherwise
                        indicated in the Adoption Agreement.

     10.09  SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES

            If this Plan provides contributions or benefits for one or more
            Owner-Employees who control both the business for which this Plan is
            established and one or more other trades or businesses, this Plan
            and the plan established for other trades or businesses must, when
            looked at as a single plan, satisfy Sections 401(a) and (d) of the
            Code for the employees of those trades or businesses.

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                                                                              31

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

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

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

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

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

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

     10.10  INALIENABILITY OF BENEFITS

            No benefit or interest available hereunder will 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 Section 414(p) of the Code.

            Generally, a domestic relations order cannot be a qualified domestic
            relations order until January 1, 1985. However, in the case of a
            domestic relations order entered before such date, the Plan
            Administrator:

            (1) shall treat such order as a qualified domestic relations order
                if such Plan Administrator is paying benefits pursuant to such
                order on such date, and

            (2) may treat any other such order entered before such date as a
                qualified domestic relations order even if such order does not
                meet the requirements of Section 414(p) of the Code.

            Notwithstanding any provision of the Plan to the contrary, a
            distribution to an alternate payee under a qualified domestic
            relations order shall be permitted even if the Participant affected
            by such order is not otherwise entitled to a distribution and even
            if such Participant has not attained earliest retirement age as
            defined in Section 4l4(p) of the Code.

     10.11  CANNOT ELIMINATE PROTECTED BENEFITS

            Pursuant to Section 411(d)(6) of the Code, and the regulations
            thereunder, the Employer cannot reduce, eliminate or make subject to
            Employer discretion any Section 411 (d)(6) protected benefit. Where
            this Plan document is being adopted to amend another plan that
            contains a protected benefit not provided for in this document, the
            Employer may attach a supplement to the Adoption Agreement that
            describes such protected benefit which shall become part of the
            Plan.

SECTION ELEVEN 401(K) PROVISIONS

            In addition to Sections 1 through 10, the provisions of this Section
            11 shall apply if the Employer has established a 401(k) cash or
            deferred arrangement (CODA) by completing and signing the
            appropriate Adoption Agreement.

     11.01  DEFINITIONS

            The following words and phrases when used in the Plan with initial
            capital letters shall, for the purposes of this Plan, have the
            meanings set forth below unless the context indicates that other
            meanings are intended.

     11.02  ACTHAL DEFERRAL PERCENTAGE (ADP)

            Means, for a specified group of Participants for a Plan Year, the
            average of the ratios (calculated separately for each Participant in
            such group) of (1) the amount of Employer Contributions actually
            paid over to the Fund on behalf of such Participant for the Plan
            Year to (2) the Participant's Compensation for such Plan Year
            (taking into account only that Compensation paid to the Employee
            during the portion of the Plan Year he or she was an eligible
            Participant, unless otherwise indicated in the Adoption Agreement).
            For purposes of calculating the ADP, Employer Contributions on
            behalf of any Participant shall include: (1) any Elective Deferrals
            made pursuant to the Participant's deferral election, (including
            Excess Elective Deferrals of Highly Compensated Employees), but
            excluding (a) Excess Elective Deferrals of Non-highly Compensated
            Employees that are solely from Elective Deferrals made under the
            Plan or plans of this Employer and (b) Elective Deferrals that are
            taken into account in the 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 Employer,
            Qualified Nonelective Contributions and Qualified Matching
            Contributions. For purposes of computing Actual Deferral
            Percentages, 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.

     11.03  AGGREGATE LIMIT

            Means the sum of (1) 125% of the greater of the ADP of the
            Participants who are not Highly Compensated Employees for the Plan
            Year or the ACP of the Participants who are not 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 (2) the
            lesser of 200% or two plus the lesser of such ADP or ACP. "Lesser"
            is substituted for "greater" in "(1)" above, and "greater" is
            substituted for "lesser" after "two plus the" in "(2)" if it would
            result in a larger Aggregate Limit.

     11.04  AVERAGE CONTRIBUTION PERCENTAGE (ACP)

            Means the average of the Contribution Percentages of the Eligible
            Participants in a group.

     11.05  CONTRIBUTING PARTICIPANT

            Means a Participant who has enrolled as a Contributing Participant
            pursuant to Section 12.201 and on whose behalf the Employer is
            contributing Elective Deferrals to the Plan (or is making
            Nondeductible Employee Contributions).

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32

     11.06  CONTRIBUTION PERCENTAGE

            Means the ratio (expressed as a percentage) of the Participant's
            Contribution Percentage Amounts to the Participant's Compensation
            for the Plan Year (taking into account only the Compensation paid to
            the Employee during the portion of the Plan Year he or she was an
            eligible Participant, unless otherwise indicated in the Adoption
            Agreement).

     11.07  CONTRIBUTION PERCENTAGE AMOUNTS

            Means the sum of the Nondeductible Employee Contributions, Matching
            Contributions, and Qualified Matching Contributions made under the
            Plan on behalf of the Participant for the Plan Year. Such
            Contribution Percentage Amounts shall not include Matching
            Contributions that are forfeited either to correct Excess Aggregate
            Contributions or because the contributions to which they relate are
            Excess Deferrals, Excess Contributions, Excess Aggregate
            Contributions or excess annual additions which are distributed
            pursuant to Section 11.508. If so elected in the Adoption Agreement,
            the Employer may include Qualified Nonelective Contributions in the
            Contribution Percentage Amount. The Employer also may elect to use
            Elective Deferrals in the Contribution Percentage Amounts so long as
            the ADP test is met before the Elective Deferrals are used in the
            ACP test and continues to be met following the exclusion of those
            Elective Deferrals that are used to meet the ACP test.

     11.08  ELECTIVE DEFERRALS

            Means any Employer Contributions made to the Plan at the election of
            the Participant, in lieu of cash Compensation, and shall include
            contributions made pursuant to a salary reduction agreement or other
            deferral mechanism. With respect to any taxable year, a
            Participant's Elective Deferral is the sum of all Employer
            contributions made on behalf of such Participant pursuant to an
            election to defer under any qualified CODA as described in Section
            401(k) of the Code, any simplified employee pension cash or deferred
            arrangement as described in Section 402(h)(1)(B), any eligible
            deferred Compensation plan under Section 457, any plan as described
            under Section 501(c)(18), and any Employer contributions made on the
            behalf of a Participant for the purchase of an annuity contract
            under Section 403(b) pursuant to a salary reduction agreement
            Elective Deferrals shall not include any deferrals properly
            distributed, as excess annual additions.

            No Participant shall be permitted to have Elective Deferrals made
            under this Plan, or any other qualified plan maintained by the
            Employer, during any taxable year, in excess of the dollar
            limitation contained in Section 402(g) of the Code in effect at the
            beginning of such taxable year.

            Elective Deferrals may not be taken into account for purposes of
            satisfying the minimum allocation requirement applicable to
            Top-Heavy Plans described in Section 3.01(E).

     11.09  ELIGIBLE PARTICIPANT

            Means any Employee who is eligible to make a Nondeductible Employee
            Contribution or an Elective Deferral (if the Employer takes such
            contributions into account in the calculation of the Contribution
            Percentage), or to receive a Matching Contribution (including
            Forfeitures thereof) or a Qualified Matching Contribution.

            If a Nondeductible Employee 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
            Nondeductible Employee Contributions are made.

     11.10  EXCESS AGGREGATE CONTRIBUTIONS

            Means, with respect to any Plan Year, the excess of

            A.    The aggregate Contribution Percentage Amounts taken into
                  account in computing the numerator of the Contribution
                  Percentage actually made on behalf of highly Compensated
                  Employees for such Plan Year, over

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

                  Such determination shall be made after first determining
                  Excess Elective Deferrals pursuant to Section 11.111 and then
                  determining Excess Contributions pursuant to Section 11.110.

     11.11  EXCESS CONTRIBUTIONS

            Means, with respect to any Plan Year, the excess of:

            A.    The aggregate amount of Employer Contributions actually taken
                  into account in computing the ADP of Highly Compensated
                  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 the ADPs, beginning
                  with the highest of such percentages).

     11.12  EXCESS ELECTIVE DEFERRALS

            Means those Elective Deferrals that are includible in a
            Participant's gross income under Section 402(g) of the Code to the
            extent such Participant's Elective Deferrals for a taxable year
            exceed the dollar limitation under such Code section. Excess
            Elective 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.

     11.13  MATCHING CONTRIBUTION

            Means an Employer Contribution made to this or any other defined
            contribution plan on behalf of a Participant on account of an
            Elective Deferral or a Nondeductible Employee Contribution made by
            such Participant under a plan maintained by the Employer.

            Matching Contributions may not be taken into account for purposes of
            satisfying the minimum allocation requirement applicable to
            Top-Heavy Plans described in Section 3.01(E).

     11.14  QUALIFIED NONELECTIVE CONTRIBUTIONS

            Means contributions (other than Matching Contributions or Qualified
            Matching Contributions) made by the Employer and allocated to
            Participants' Individual Accounts that the Participants may not
            elect to receive in cash until distributed from the Plan; that are
            nonforfeitable when made; and that are distributable only in
            accordance with the distribution provisions that are applicable to
            Elective Deferrals and Qualified Matching Contributions.

            Qualified Nonelective Contribution may be taken into account for
            purposes of satisfying the minimum allocation requirement applicable
            to Top-Heavy Plans described in Section 3.01 (E).

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                                                                              33

     11.15  QUALIFIED MATCHING CONTRIBUTIONS

            Means Matching Contributions which are subject to the distribution
            and nonforfeitability requirements under Section 401(k) of the Code
            when made.

     11.16  QUALIFYING CONTRIBUTING PARTICIPANT

            Means a Contributing Participant who satisfies the requirements
            described in Section 11.302 to be entitled to receive a Matching
            Contribution (and Forfeitures, if applicable) for a Plan Year.

     11.17  CONTRIBUTING PARTICIPANT

     11.18  REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT

            A.    Each Employee who satisfies the eligibility requirements
                  specified in the Adoption Agreement may enroll as a
                  Contributing Participant as of any subsequent Entry Date (or
                  earlier if required by Section 2.03) specified in the Adoption
                  Agreement for this purpose. A Participant who wishes to enroll
                  as a Contributing Participant must complete, sign and file a
                  salary reduction agreement (or agreement to make Nondeductible
                  Employee Contributions) with the Plan Administrator.

            B.    Notwithstanding the times set forth in Section 11.201(A) as of
                  which a Participant may enroll as a Contributing Participant,
                  the Plan Administrator shall have the authority to designate,
                  in a nondiscriminatory manner, additional enrollment times
                  during the 12 month period beginning on the Effective Date (or
                  the date that Elective Deferrals may commence, if later) in
                  order that an orderly first enrollment might be completed. In
                  addition, if the Employer has indicated in the Adoption
                  Agreement that Elective Deferrals may be based on bonuses,
                  then Participants shall be afforded a reasonable period of
                  time prior to the issuance of such bonuses to elect to defer
                  them into the Plan.

     11.19  CHANGING ELECTIVE DEFERRAL AMOUNTS

            A Contributing Participant may modify his or her salary reduction
            agreement (or agreement to make Nondeductible Employee
            Contributions) to increase or decrease (within the limits placed on
            Elective Deferrals (or Nondeductible Employee Contributions) in the
            Adoption Agreement) the amount of his or her Compensation deferred
            into the Plan. Such modification may only be made as of the dates
            specified in the Adoption Agreement for this purpose, or as of any
            other more frequent date(s) if the Plan Administrator permits in a
            uniform and nondiscriminatory manner. A Contributing Participant who
            desires to make such a modification shall complete, sign and file a
            new salary reduction agreement (or agreement to make Nondeductible
            Employee Contribution) with the Plan Administrator. The Plan
            Administrator may prescribe such uniform and nondiscriminatory rules
            it deems appropriate to carry out the terms of this Section.

     11.20  CEASING ELECTIVE DEFERRALS

            A Participant may cease Elective Deferrals (or Nondeductible
            Employee Contributions) and thus withdraw as a Contributing
            Participant as of the dates specified in the Adoption Agreement for
            this purpose (or as of any other date if the Plan Administrator so
            permits in a uniform and nondiscriminatory manner) by revoking the
            authorization to the Employer to make Elective Deferrals (or
            Nondeductible Employee Contributions) on his or her behalf. A
            Participant who desires to withdraw as a Contributing Participant
            shall give written notice of withdrawal to the Plan Administrator at
            least thirty days (or such lesser period of days as the Plan
            Administrator shall permit in a uniform and nondiscriminatory
            manner) before the effective date of withdrawal. A Participant shall
            cease to be a Contributing Participant upon his or her Termination
            of Employment, or an account of termination of the Plan.

     11.21  RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE
            DEFERRALS

            A Participant who has withdrawn as a Contributing Participant under
            Section 11.203 (or because the Participant has taken a hardship
            withdrawal pursuant to Section 11.503) may not again become a
            Contributing Participant until the dates set forth in the Adoption
            Agreement for this purpose, unless the Plan Administrator, in a
            uniform and nondiscriminatory manner, permits withdrawing
            Participants to resume their status as Contributing Participants
            sooner.

     11.22  CERTAIN ONE-TIME IRREVOCABLE ELECTIONS

            This Section 11.205 applies where the Employer has indicated in the
            Adoption Agreement that an Employee may make a one-time irrevocable
            election to have the Employer make contributions to the Plan on such
            Employee's behalf. In such event, an Employee may elect, upon the
            Employee's first becoming eligible to participate in the Plan, to
            have contributions equal to a specified amount or percentage of the
            Employee's Compensation (including no amount of Compensation) made
            by the Employer on the Employee's behalf to the Plan (and to any
            other plan of the Employer) for the duration of the Employee's
            employment with the Employer. Any contributions made pursuant to a
            one-time irrevocable election described in this Section are not
            treated as made pursuant to a cash or deferred election, are not
            Elective Deferrals and are not includible in an Employee's gross
            income.

            The Plan Administrator shall establish such uniform and
            nondiscriminatory procedure as it deems necessary or advisable to
            administer this provision.

     11.23  CONTRIBUTIONS

     11.24  CONTRIBUTIONS BY EMPLOYER

            The Employer shall make contributions to the Plan in accordance with
            the contribution formulas specified in the Adoption Agreement.

     11.25  MATCHING CONTRIBUTIONS

            The Employer may elect to make Matching Contributions under the Plan
            on behalf of Qualifying Contributing Participants as provided in the
            Adoption Agreement. To be a Qualifying Contributing Participant for
            a Plan Year, the Participant must make Elective Deferrals (or
            Nondeductible Employee Contributions, if the Employer has agreed to
            match such contributions) for the Plan Year, satisfy any age and
            Years of Eligibility Service requirements that are specified for
            Matching Contributions in the Adoption Agreement and also satisfy
            any additional conditions set forth in the Adoption Agreement for
            this purpose. In a uniform and nondiscriminatory manner, the
            Employer may make Matching Contributions at the same time as it
            contributes Elective Deferrals or at any other time as permitted by
            laws and regulations.

     11.26  QUALIFIED NONELECTIVE CONTRIBUTIONS

            The Employer may elect to make Qualified Nonelective Contributions
            under the Plan on behalf of Participants as provided in the Adoption
            Agreement.

            In addition, in lieu of distributing Excess Contributions as
            Provided in Section 11.505 of the Plan, or Excess Aggregate
            Contributions as provided in Section 11.506 of the Plan, and to the
            extent elected by the Employer in the Adoption Agreement, the
            Employer may make Qualified Nonelective Contributions on behalf of
            Participants who are not highly Compensated

<PAGE>

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34


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

     11.27  QUALIFIED MATCHING CONTRIBUTIONS

            The Employer may elect to make Qualified Matching Contributions
            under the Plan on behalf of Participants as provided in the Adoption
            Agreement.

     11.28  NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS

            Notwithstanding Section 3.02, if the Employer so allows in the
            Adoption Agreement, a Participant may contribute Nondeductible
            Employee Contributions to the Plan.

            If the Employer has indicated in the Adoption Agreement that
            Nondeductible Employee Contributions will be mandatory, then the
            Employer shall establish uniform and nondiscriminatory rules and
            procedures for Nondeductible Employee Contributions as it deems
            necessary and advisable including, but not limited to, rules
            describing in amounts or percentages of Compensation Participants
            may or must contribute to the Plan.

            A separate account will be maintained by the Plan Administrator for
            the Nondeductible Employee Contributions for each Participant.

            A Participant may, upon a written request submitted to the Plan
            Administrator, withdraw the lesser of the portion of his or her
            Individual Account attributable to his or her Nondeductible Employee
            Contributions or the amount he or she contributed as Nondeductible
            Employee Contributions.

            Nondeductible Employee Contributions and earnings thereon will be
            nonforfeitable at all times. No Forfeiture will occur solely as a
            result of an Employee's withdrawal of Nondeductible Employee
            Contributions.

     11.29  NONDISCRIMINATION TESTING

     11.30  ACTUAL DEFERRAL PERCENTAGE TEST (ADP)

            A.    LIMITS ON HIGHLY COMPENSATED EMPLOYEES- The Actual Deferral
                  Percentage (hereinafter "ADP") for Participants who are Highly
                  Compensated Employees for each Plan Year and the ADP for
                  Participants who are not Highly Compensated Employees for the
                  same Plan Year must satisfy one of the following tests:

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

                  2.    The ADP for Participants who are Highly Compensated
                        Employees for the Plan Year shall not exceed the ADP for
                        Participants who are not 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 not Highly Compensated Employees by more than 2
                        percentage points.

            B.    SPECIAL RULES

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

                  2.    In the event that this Plan satisfies the requirements
                        of Sections 401(k), 401(a)(4), or 410(b) of the Code
                        only if aggregated with one or more other plans, or if
                        one or more other plans satisfy the requirements of such
                        sections of the Code only if aggregated with this Plan,
                        then this Section 11.401 shall be applied by determining
                        the ADP of Employees as if all such plans were a single
                        plan. For Plan Years beginning after December 31, 1989,
                        plans may be aggregated in order to satisfy Section
                        401(k) of the Code only if they have the same Plan Year.

                  3.    For purposes of determining the ADP of a Participant who
                        is a 5% owner or one of the 10 most highly paid Highly
                        Compensated Employees, the Elective Deferrals (and
                        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, Qualified Nonelective Contributions
                        and Qualified Matching Contributions, or both) and
                        Compensation for the Plan Year of family members (as
                        defined in Section 414(q)(6) of the Code). Family
                        members, with respect to such Highly Compensated
                        Employees, shall be disregarded as separate Employees in
                        determining the ADP both for Participants who are not
                        Highly Compensated Employees and for Participants who
                        are Highly Compensated Employees.

                  4.    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 12 month period immediately following
                        the Plan Year to which contributions relate.

                  5.    The Employer shall maintain records sufficient to
                        demonstrate satisfaction of the ADP test and the amount
                        of Qualified Nonelective Contributions or Qualified
                        Matching Contributions, or both, used in such test.

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

                  7.    If the Employer elects to take Qualified Matching
                        Contributions into account as Elective Deferrals for
                        purposes of the ADP test, then (subject to such other
                        requirements as may be prescribed by the Secretary of
                        the Treasury) unless otherwise indicated in the Adoption
                        Agreement, only the amount of such Qualified Matching
                        Contributions that are needed to meet the ADP test shall
                        be taken into account.

                  8.    In the event that the Plan Administrator determines that
                        it is not likely that the Administrator will be
                        satisfied for a particular Plan Year unless certain
                        steps are taken prior to the end of such Plan Year, the
                        Plan Administrator may require Contributing Participants
                        who are
<PAGE>
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                                                                              35

                        Highly Compensated Employees to reduce their Elective
                        Deferrals for such Plan Year in order to satisfy that
                        requirement. Said reduction shall also be required by
                        the Plan Administrator in the event that the Plan
                        Administrator anticipates that the Employer will not be
                        able to deduct all Employer Contributions from its
                        income for Federal income tax purposes.

     11.31  LIMITS ON NONDEDUCTIBLE EMFLOYEE CONTRIBUTIONS AND MATCHING
            CONTRIBUTIONS

            A.    LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The Average
                  Contribution Percentage (hereinafter "ACP") for Participants
                  who are Highly Compensated Employees for each Plan Year and
                  the ACP for Participants who are not Highly Compensated
                  Employees for the same Plan Year must satisfy one of the
                  following tests:

                  1.    The ACP for Participants who are Highly Compensated
                        Employees for the Plan Year shall not exceed the ACP for
                        Participants who are not Highly Compensated Employees
                        for the same Plan Year multiplied by 1.25; or

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

            B.    SPECIAL RULES

                  1.    Multiple Use - If one or more Highly Compensated
                        Employees participate in both a CODA and a plan subject
                        to the ACP test maintained by the Employer and the sum
                        of the ADP and ACP of those Highly Compensated Employees
                        subject to either or both tests exceeds the Aggregate
                        Unit, then, as elected in the Adoption Agreement, the
                        ACP or the ADP of those Highly Compensated Employees who
                        also participate in a CODA will be reduced (beginning
                        with such Highly Compensated Employee whose ACP (or ADP,
                        if elected) is the highest) so that the limit is not
                        exceeded. The amount by which each Highly Compensated
                        Employee's Contribution Percentage Amounts (or ADP, if
                        elected) is reduced shall be treated as an Excess
                        Aggregate Contribution (or Excess Contribution, if
                        elected). 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 the ADP and ACP of the Highly Compensated
                        Employees does not exceed 1.25 multiplied by the ADP and
                        ACP of the Participants who are not Highly Compensated
                        Employees.

                  2.    For purposes of this Section 11.402, the Contribution
                        Percentage for any Participant who is a Highly
                        Compensated Employee and who is eligible to have
                        Contribution Percentage Amounts allocated to his or her
                        Individual Account under two or more plans described in
                        Section 401(a) of the Code, or arrangements described in
                        Section 401(k) of the Code that are maintained by the
                        Employer, shall be determined as if the total of such
                        Contribution Percentage Amounts was made under each
                        plan. If a Highly Compensated Employee participates in
                        two or more cash or deferred arrangements that have
                        different plan years, all cash or deferred arrangements
                        ending with or within the same calendar year shall be
                        treated as a single arrangement. Notwithstanding the
                        foregoing, certain plans shall be treated as separate if
                        mandatorily disaggregated under regulations under
                        Section 401(m) of the Code.

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

                  4.    For purposes of determining the Contribution Percentage
                        of a Participant who is a 5% owner or one of the 10 most
                        highly paid Highly Compensated Employees, the
                        Contribution Percentage Amounts and Compensation of such
                        Participant shall include the Contribution Percentage
                        Amounts and Compensation for the Plan Year of family
                        members, (as defined in section 414(q)(6) of the Code).
                        Family members, with respect to Highly Compensated
                        Employees, shall be disregarded as separate Employees in
                        determining the Contribution Percentage both for
                        Participants who are not Highly Compensated Employees
                        and for Participants who are Highly Compensated
                        Employees.

                  5.    For purposes of determining the Contribution Percentage
                        test, Nondeductible Employee Contributions are
                        considered to have been made in the Plan Year in which
                        contributed to the Fund. Matching Contributions and
                        Qualified Nonelective Contributions will be considered
                        made for a Plan Year if made no later than the end of
                        the 12 month period beginning on the day after the dose
                        of the Plan Year.

                  6.    The Employer shall maintain records sufficient to
                        demonstrate satisfaction of the ACP test and the amount
                        of Qualified Nonelective Contributions or Qualified
                        Matching Contributions, or both, used in such test.

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

                  8.    If the Employer elects to take Qualified Nonelective
                        Contributions into account as Contribution Percentage
                        Amounts for purposes of the ACP test, then (subject to
                        such other requirements as may be prescribed by the
                        Secretary of the Treasury) unless otherwise indicated in
                        the Adoption Agreement, only the amount of such
                        Qualified Nonelective Contributions that are needed to
                        meet the ACP test shall be taken into account.

                  9.    If the Employer elects to take Elective Deferrals into
                        account as Contribution Percentage Amounts for purposes
                        of the ACP test, then (subject to such other
                        requirements as may be prescribed by the Secretary of
                        the Treasury) unless otherwise indicated in the Adoption
                        Agreement, only the amount of such Elective Deferrals
                        that are needed to meet the ACP test shall be taken into
                        account.

     11.32  DISTRIBUTION PROVISIONS

     11.33  GENERAL RULE

            Distributions from the Plan are subject to the provisions of Section
            6 and the provisions of this Section 11. In the event of a conflict
            between the provisions of Section 6 and Section 22, the provisions
            of Section 11 shall control.

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36

     11.34  DISTRIBUTION REQUIREMENTS

            Elective Deferrals, Qualified Nonelective Contributions, and
            Qualified Matching Contributions, and income allocable to earn are
            not distributable to a Participant or his or her Beneficiary or
            Beneficiaries, in accordance with such Participant's or Beneficially
            or Beneficiaries' election, earlier than upon separation from
            service, death or disability.

            Such amounts may also be distributed upon:

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

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

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

            D.    The attainment of age 59 1/2 in the case of a profit sharing
                  plan.

            E.    If the Employer has so elected in the Adoption Agreement, the
                  hardship of the Participant as described in Section 11.503.

            F.    All distributions that may be made pursuant to one or more of
                  the foregoing distributable events are subject to the spousal
                  and Participant consent requirements (if applicable) contained
                  in Section 401(a)(11) and 417 of the Code. In addition,
                  distributions after March 31, 1988, that are triggered by any
                  of the first three events enumerated above must be made in a
                  lump sum.

     11.35  HARDSHIP DISTRIBUTION

            A.    GENERAL - If the Employer has so elected in the Adoption
                  Agreement, distribution of Elective Deferrals (and any
                  earnings credited to a Participant's account as of the end of
                  the last Plan Year, ending before July 1, 1989) may be made to
                  a Participant in the event of hardship. For the purposes of
                  this Section, hardship is defined as an immediate and heavy
                  financial need of the Employee where such Employee lacks other
                  available resources. Hardship distributions are subject to the
                  spousal consent requirements contained in Sections 401(a)(11)
                  and 417 of the Code.


            B.    SPECIAL RULES

                  1.    The following are the only financial needs considered
                        immediate and heavy: expenses incurred or necessary for
                        medical care, described in Section 213(d) of the Code,
                        of the Employee, the Employee's spouse or dependents;
                        the purchase (excluding mortgage payments) of a
                        principal residence for the Employee; payment of tuition
                        and related educational fees for the next 12 months of
                        post secondary education for the Employee, the
                        Employee's spouse, children or dependents; or the need
                        to prevent the eviction of the Employee from, or a
                        foreclosure on the mortgage of the Employee's principal
                        residence.

                  2.    A distribution will be considered as necessary to
                        satisfy an immediate and heavy financial need of the
                        Employee only if

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

                        b.    All plans maintained by the Employer provide that
                              the Employee's Elective Deferrals (and
                              Nondeductible Employee Contributions) will be
                              suspended for 12 months after the receipt of the
                              hardship distribution;

                        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 Employer provide that
                              the Employee may not make Elective Deferrals for
                              the Employee's taxable year immediately following
                              the taxable year of the hardship distribution in
                              excess of the applicable limit under Section
                              402(g) of the Code for such taxable year less the
                              amount of such Employee's Elective Deferrals for
                              the taxable year of the hardship distribution.

     11.36  DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

            A.    GENERAL RULE - A Participant may assign to this Plan any
                  Excess Elective Deferrals made during a taxable year of the
                  Participant by notifying the Plan Administrator on or before
                  the date specified in the Adoption Agreement of the amount of
                  the Excess Elective Deferrals to be assigned to the Plan. A
                  Participant is deemed to notify the Plan Administrator of any
                  Excess Elective Deferrals that arise by taking into account
                  only those Elective Deferrals made to this Plan and any other
                  plans of the Employer.

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

            B.    DETERMINATION OF INCOME OR LOSS - Excess Elective Deferrals
                  shall be adjusted for any income or loss up to the date of
                  distribution. The income of loss allocable to Excess Elective
                  Deferrals is the sum of: (1) 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 Elective Deferrals for the year and the
                  denominator is the Participant's Individual Account balance
                  attributable to Elective Deferrals without regard to any
                  income or loss occurring during such taxable year; and (2) 10%
                  of the amount determined under (1) multiplied by the number of
                  whole calendar months between the end of the Participant's
                  taxable year and the date of distribution, counting the month
                  of distribution if distribution occurs after the 15th of such
                  month. Notwithstanding the preceding sentence, the Plan
                  Administrator may compute the income or loss allocable to
                  Excess Elective Deferrals in the manner described in Section 4
                  (i.e.; the usual manner used by the Plan for allocating income
                  or loss to Participants' Individual Accounts), provided such
                  method is used consistently for all Participants and for all
                  corrective distributions under the Plan for the Plan Year.
<PAGE>
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                                                                              37

     11.37  DISTRIBUTION OF EXCESS CONTRIBUTIONS

            A.    GENERAL RULE - Notwithstanding any other provision of this
                  Plan, Excess Contributions, plus any income and minus any loss
                  allocable thereto, shall be distributed no later than the last
                  day of each Plan Year to Participants to whose Individual
                  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 10% excise tax will be
                  imposed on the Employer maintaining the Plan with respect to
                  such amounts. Such distributions shall be made to Highly
                  Compensated Employees on the basis of the respective portions
                  of the Excess Contributions attributable to each of such
                  Employees. Excess Contributions of Participants who are
                  subject to the family member aggregation rules shall be
                  allocated among the family members in proportion to the
                  Elective Deferrals (and amounts treated as Elective Deferrals)
                  of each family member that is combined to determine the
                  combined ADP.

                  Excess Contributions (including the amounts recharacterized)
                  shall be treated as annual additions under the Plan.

            B.    DETERMINATION OF INCOME OR LOSS - 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 sum of: (1) income or loss allocable to
                  Participant's Elective Deferral account (and, if applicable,
                  the Qualified Nonelective Contribution account or the
                  Qualified Matching Contributions 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 Individual Account balance
                  attributable to Elective Deferrals (and Qualified Nonelective
                  Contributions or Qualified Matching Contributions, or both, if
                  any of such contributions are included in the ADP test)
                  without regard to any income or loss occurring during such
                  Plan Year; and (2) 10% of the amount determined under (I)
                  multiplied by the number of whole calendar months between the
                  end of the Plan Year and the date of distribution, counting
                  the month of distribution if distribution occurs after the
                  15th of such month. Notwithstanding the preceding sentence,
                  the Plan Administrator may compute the income or loss
                  allocable to Excess Contributions in the manner described in
                  Section 4 (i.e., the usual manner used by the Plan for
                  allocating income or loss to Participants' Individual
                  Accounts), provided such method if used consistently for all
                  Participants and for all corrective distributions under the
                  Plan for the Plan Year.

            C.    ACCOUNTING FOR EXCESS CONTRIBUTIONS - Excess Contributions
                  shall be distributed from the Participant's Elective Deferral
                  account and Qualified Matching Contribution account (if
                  applicable) in proportion to the Participant's Elective
                  Deferrals and Qualified Matching Contributions (to the extent
                  used in the ADP test) for the Plan Year. Excess Contributions
                  shall be distributed from the Participant's Qualified
                  Nonelective Contribution account only to the extent that such
                  Excess Contributions exceed the balance in the Participant's
                  Elective Deferral account and Qualified Matching Contribution
                  account.

     11.38  DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

            A.    GENERAL RULE - Notwithstanding any other provision of this
                  Plan, Excess Aggregate Contributions, plus any income and
                  minus any loss allocable thereto, shall be forfeited, if
                  forfeitable, or if not forfeitable, distributed no later than
                  the last day of each Plan Year to Participants to whose
                  accounts such Excess Aggregate Contributions were allocated
                  for the preceding Plan Year. Excess Aggregate Contributions of
                  Participants who are subject to the family member aggregation
                  rules shall be allocated among the family members in
                  proportion to the Employee and Matching Contributions (or
                  amounts treated as Matching Contributions) of each family
                  member that is combined to determine the combined ACP. If such
                  Excess Aggregate Contributions are distributed more than 21/2
                  months after the last day of the Plan Year in which such
                  excess amounts arose, a 10% excise tax will be imposed on the
                  Employer maintaining the Plan with respect to those amounts.

                  Excess Aggregate Contributions shall be treated as annual
                  additions under the Plan.

            B.    DETERMINATION OF INCOME OR LOSS - Excess Aggregate
                  Contribution shall be adjusted for any income or loss up to
                  the date of distribution. The income or loss allocable to
                  Excess Aggregate Contributions is the sum of (1) income or
                  loss allocable to the Participant's Nondeductible Employee
                  Contribution account, Matching Contribution account (if any,
                  and if all amounts therein are not used in the ADP test) and,
                  if applicable, 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 Individual Account balance(s) attributable
                  to Contribution Percentage Amounts without regard to any
                  income or logs occurring during such Plan Year; and (2) 10% of
                  the amount determined under (1) multiplied by the number of
                  whole calendar months between the end of the Plan Year and the
                  date of distribution, counting the month of distribution if
                  distribution occurs after the 15th of such month.
                  Notwithstanding the preceding sentence, the Plan Administrator
                  may compute the income or loss allocable to Excess Aggregate
                  Contributions in the manner described in Section 4 (i.e., the
                  usual manner used by the Plan for allocating income or loss to
                  Participants' Individual Accounts), provided such method is
                  used consistently for all Participants and for all corrective
                  distributions under the Plan for the Plan Year.

            C.    FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS - Forfeitures of
                  Excess Aggregate Contributions may either be reallocated to
                  the accounts of Contributing Participants who are not Highly
                  Compensated Employees or applied to reduce Employer
                  Contributions, as elected by the Employer in the Adoption
                  Agreement.

            D.    ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS - Excess
                  Aggregate Contributions shall be forfeited, if forfeitable or
                  distributed on a pro rata basis from the Participant's
                  Nondeductible Employee Contribution account, Matching
                  Contribution account, and Qualified Matching Contribution
                  account (and, if applicable, the Participant's Qualified
                  Nonelective Contribution account or Elective Deferral account,
                  or both).

     11.39  RECHARACTERIZATION

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

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

     11.40  DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL ADDITIONS

            Notwithstanding any other provision of the Plan, a Participant's
            Elective Deferrals shall be distributed to him or her to the extent
            that the distribution will reduce an excess annual addition (as that
            term is described in Section 3.05 of the Plan).

<PAGE>
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38

     11.41  VESTING

     11.42  100% VESTING ON CERTAIN CONTRIBUTIONS

            The Participant's accrued benefit derived from Elective Deferrals,
            Qualified Nonelective Contributions, Nondeductible Employee
            Contributions, and Qualified Matching Contributions is
            nonforfeitable. Separate accounts for Elective Deferrals, Qualified
            Nonelective Contributions, Nondeductible Employee Contributions,
            Matching Contributions, and Qualified Matching Contributions will be
            maintained for each Participant. Each account will be credited with
            the applicable contributions and earnings thereon.

     11.43  FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS

            Matching Contributions shall be Vested in accordance with the
            vesting schedule for Matching Contributions in the Adoption
            Agreement. In any event, Matching Contributions shall be fully
            Vested at Normal Retirement Age, upon the complete or partial
            termination of the profit sharing plan, or upon the complete
            discontinuance of Employer Contributions. Notwithstanding any other
            provisions of the Plan, Matching Contributions or Qualified Matching
            Contributions must be forfeited if the contribution to which they
            relate are Excess Elective Deferrals Excess Contributions, Excess
            Aggregate Contributions or excess annual additions which are
            distributed pursuant to Section 11.508. Such Forfeitures shall be
            allocated in accordance with Section 3.01(C).

            When a Participant incurs a Termination of Employment, whether a
            Forfeiture arises with respect to Matching Contributions shall be
            determined in accordance with Section 6.01(D)





<PAGE>

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2



                                  SUPPLEMENTAL
                                  TRUST/CUSTODY
                                    AGREEMENT


<PAGE>

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2

            If STERLING TRUST COMPANY, INC. (Sterling), Waco, Texas, is named as
            the Plan's Custodian or as a Trustee without full trust powers in
            the Adoption Agreement, the terms of this Supplemental Trust/Custody
            Agreement, which shall be a part of the Plan, shall apply. In no
            event may Sterling be appointed, nor will Sterling accept
            appointment, as a Trustee with full trust powers for the Plan.

SECTION ONE DEFINITIONS

            Terms defined in the Basic Plan Document shall have the same
            meanings in this Supplemental Trust/Custody Agreement, except as
            otherwise expressly provided herein. In addition; the following
            words and phrases when used in this Agreement with initial capital
            letters shall, for the purpose of this Agreement, have the meanings
            set forth below unless the context indicates that other meanings are
            intended:

      1.01  STERLING

            Means Sterling Trust Company, Inc., a trust company chartered by the
            State of Texas with offices in Waco, Texas.

      1.02  INVESTMENT FIDUCIARY

            Means the Employer, a Trustee with full trust powers, any individual
            Trustee(s) and/or any investment manager, as applicable which under
            the terms of the Plan is vested with the responsibility and
            authority to select investment options for the Plan and to direct
            the investment of the assets of the Fund. In no event shall Sterling
            bean Investment Fiduciary for any purpose whatsoever.

      1.03  IRS

            Means the Internal Revenue Service.

      1.04  RECORDKEEPER

            Means Universal Pensions, Inch, a corporation organized under the
            laws of the State of Minnesota with offices in Brainerd, Minnesota.

SECTION TWO APPOINTMENT OF STERLING

            The Employer, by execution of the Adoption Agreement, appoints
            Sterling as a limited purpose Custodian or Trustee without full
            trust powers (as indicated in the Adoption Agreement) for the Plan,
            and Sterling accepts such appointments all subject to the terms of
            the Basic Plan Document as supplemented by this Agreement. The
            Employer, Plan Administrator, any Trustee other than Sterling,
            Recordkeeper, any other Investment Fiduciary and Sterling shall be
            bound by all the terms of this Agreement. The Employer represents
            and warrants to Sterling that it has all requisite right, power and
            authority and has taken all required actions necessary under the
            Plan and applicable law to designate Sterling as custodian or
            Trustee without full trust powers (as applicable) of the Plan
            pursuant to the terms of the Basic Plan Document as supplemented by
            this Agreement.

SECTION THREE RESPONSIBILITIES OF STERLING

      3.01  INVESTMENTS

            The Fund shall be invested only in investment options selected by
            the Investment Fiduciary. Such selection shall be made from among
            the types of property which the Prototype Sponsor makes available
            under the last sentence of Section 5.03.A of the Basic Plait
            Document. Notwithstanding the first sentence of said Section
            5.03(A), the Prototype Sponsor and not Sterling is responsible for
            choosing to make such investments available for investment and for
            determining the fair market value of each such investment, and
            Sterling has determined only that it is functionally and
            operationally willing and able to provide its services hereunder
            with respect thereto. The Investment Fiduciary shall be responsible
            for ensuring compliance with all conditions, limitations and
            restrictions concerning investment in any investment option.
            Sterling shall place monies or other property received by it in such
            permitted investments as Sterling shall be directed from time to
            time by instructions of the Investment Fiduciary (or Participant, if
            applicable) provided to it through the Recordkeeper. If Participant
            direction under Section 5.14 of the Basic Plan Document has been
            selected, the Recordkeeper shall receive, aggregate and deliver to
            Sterling the investment instructions of the Participants. In the
            absence of Participant direction, the Recordkeeper shall deliver to
            Sterling the investment instructions of the appropriate Investment
            Fiduciary. Sterling may hold the assets attributable to the Fund in
            omnibus accounts with assets of other retirement plans for which
            Sterling serves as custodian or trustee. Nothing herein shall
            preclude the Investment Fiduciary from otherwise investing any Plan
            assets as permitted by the Plan, but Sterling shall not be Custodian
            or Trustee thereof or have any duties or responsibilities with
            respect thereto.

      3.02  ADVANCES

            The parties acknowledge that Sterling is not obligated to place
            orders for the investment of the Fund if sufficient cash is not
            available in the Fund for use in placing such orders. Sterling is
            authorized, but is not obligated, to advance funds or to arrange for
            another financial institution (which may be an affiliate of
            Sterling) to advance funds from time to time for the purchase of
            investment assets, for distributions from the Fund and for other
            purposes prior to receipt of sufficient funds (whether contributions
            or proceeds of the liquidation of other investments). All such
            advances shall be made subject to the requirements of ERISA and the
            rules, regulations, rulings and interpretations thereunder,
            including but not limited to the U.S. Department of Labor's
            Prohibited Transaction Class Exemption 80-26, as amended from time
            to time. If sufficient funds to repay any such advance are not
            received by the following business day, Sterling may in its
            discretion, then or at any time thereafter prior to such repayment,
            sell, redeem or otherwise liquidate any assets of the Fund in order
            to repay such advance. Any gain realized upon such liquidation,
            after payment of any related costs and expenses, shall belong to the
            Plan and shall be allocated as earnings. The Employer shall
            reimburse Sterling on demand, for any portion of any such advance
            and the related costs and expenses not repaid from the proceeds of
            the liquidation.

     3.03  FUND LIQUIDITY; DEPOSIT ACCOUNTS

            Sterling shall keep such portion of the Fund in cash or cash
            balances as may be directed from time to time by the applicable
            Investment Fiduciary, through the Recordkeeper. Sterling shall not
            be liable for interest on any cash balances so maintained nor for
            interest on any cash or cash balances maintained in the Fund pending
            investment in accordance with appropriate directions. Monies being
            transferred to and disbursed by Sterling shall be held in
            non-interest bearing transaction accounts in financial institutions
            selected by Sterling (which may be affiliates of Sterling) for
            purposes of collections and processing transfers and disbursements.
            Sterling may transfer monies from the Fund to such accounts prior to
            issuance of wire transfer orders or checks, drafts or other
            instruments payable from such accounts. Sterling's and, as
            applicable its affiliated financial institution's ability to earn
            income on amounts held in non-interest bearing accounts has been
            taken into consideration in establishing Sterling's fees hereunder.
            Sterling and any such affiliated financial institution shall be
            entitled to retain any such income as a part of the agreed
            Compensation hereunder, and such income shall not be or become a
            part of the Fund. Sterling shall not exercise its powers under
            Section 5.03(C) (1) of the Basic Plan Document except pursuant to
            the instructions of the Investment Fiduciary transmitted to Sterling
            by the Recordkeeper.

<PAGE>
================================================================================
                                                                               3

      3.04  BROKER SELECTION

            Should the Recordkeeper transmit the Investment Fiduciary's
            instructions to Sterling to utilize the services of any broker,
            dealer, employee or representative of either, or any other person
            ("Broker") to render services to the Fund, or should Sterling
            require the services of such persons in order to fulfill its
            obligations pursuant to this Agreement, the applicable Investment
            Fiduciary shall be solely responsible for the selection or
            designation of such Broker and shall be solely responsible for the
            acts of such Broker. Sterling shall fully comply with the written
            instructions of the Investment Fiduciary, if of a continuing nature,
            until revoked.

      3.05  PAYMENTS AND DISBURSEMENTS

            In connection with payments and disbursements made from the Fund for
            any purpose, Sterling shall be responsible for issuing checks or
            drafts to such parties and for such amounts as the Plan
            Administrator, through the Recordkeeper, shall instruct Sterling
            shall be fully protected in making such payments pursuant to such
            instructions from time to time and shall be charged with no
            responsibility whatsoever respecting the purposes or propriety of
            such payments or the application of such monies.

      3.06  VOTING OF SHARES

            Sterling shall provide any materials received by it relating to
            voting securities to the Recordkeeper, which shall provide the same
            to the applicable Investment Fiduciary, which shall be responsible
            for voting securities or arranging for such securities to be voted
            in accordance with the Plan and applicable law. It is understood
            that Sterling shall exercise the powers described in Section
            5.03(C)(2) of the Basic Plan Document only pursuant to instructions
            of the Investment Fiduciary transmitted to Sterling by the
            Recordkeeper.

      3.07  BOOKS AND RECORDS

            Sterling shall keep accurate and detailed accounts of all
            investments, receipts, disbursements and other transactions of the
            Fund hereunder, and all accounts, books and records relating thereto
            shall be open at all reasonable times to inspection and audit by any
            person designated by the Employer. Sterling may rely on the
            Recordkeeper for the maintenance and provision of any or all of the
            records specified herein. The Recordkeeper shall be responsible for
            maintaining the records of any Individual Account or Separate Fund
            of a Participant. Sterling shall reconcile periodically with the
            Recordkeeper all Plan related transactions and Plan balances. After
            the close of each Plan Year, or upon the removal or resignation of
            Sterling, Sterling shall provide Information relating to all
            investments, receipts, disbursements, and other transactions
            effected during the past Plan Year or during the period from the
            close of the preceding Plan Year to the date of such removal or
            resignation, including a description of all securities and
            investment purchases and sales with the cost or net proceeds of such
            purchases or sales and showing all cash, securities and other
            property held at the close of such Plan Year or other period, valued
            currently, and such other information as may reasonably be required
            of Sterling; provided however, that Sterling shall not be obligated
            to provide any information that it is not otherwise maintaining in
            the course of its discharge of duties hereunder. Neither the
            Employer, Plan Administrator, other Plan Fiduciary, Participant,
            Beneficiary or any other person shall have the right to demand or be
            entitled to any further or different reporting or accounting by
            Sterling, other than those to which they may be entitled under the
            law. Nothing contained herein will be construed or interpreted to
            deny Sterling the right to have its account judicially determined.

      3.08  PRICING

            Sterling shall determine or have determined the value of the Fund as
            of each Valuation Date. Sterling shall report such values to the
            Recordkeeper, which shall use such values in establishing the value
            of each Participant's Individual Account or Separate Fund. Sterling
            shall rely exclusively upon, and shall not be responsible for, share
            and unit values established by third parties or by Sterling in its
            capacity as a mutual fund recordkeeper, transfer agent or custodian,
            including but not limited to:

            (a)   in connection with mutual funds, the net asset value reported
                  to Sterling by such mutual funds or the transfer or other
                  agents of such mutual funds or any generally recognized
                  pricing service;

            (b)   in connection with bank collective funds, the unit value as
                  reported by the trustee of such funds or its agent;

            (c)   in connection with policies and contracts with insurance
                  companies or other financial institutions, the book value or
                  other value ascribed to such policies or contracts by the
                  insurance company or its agent or other financial institution
                  or its agent; and

            (d)   in connection with publicly traded securities, the market
                  price of such securities as reported to the public in a
                  generally available form.

            Sterling shall have no liability from the failure or delay of any
            pricing source to provide a valuation as of any Valuation Date. If
            values for any investment of the Fund are not generally available,
            Sterling shall rely upon instructions provided to it by the
            applicable Investment Fiduciary, through the Recordkeeper, as to
            valuation procedures.

      3.09  RECORD RETENTION

            All records maintained by Sterling with respect to the Fund shall be
            held for such period as may be required under applicable law. Upon
            the expiration of any such required retention period, Sterling shall
            have the right to destroy such records. Sterling shall have the
            right to preserve all records and accounts in original form, or on
            microfilm, magnetic tape, or any other similar process.

      3.10  FILINGS

            Except as provided below, Sterling shall conclusively presume that
            the Employer, Trustee other than Sterling, Plan Administrator or
            other responsible party has made all filings required by law as of
            the date required. Should Sterling incur any liability by reason of
            any party's failure to timely file, the Employer shall indemnify and
            hold Sterling harmless for any and all liabilities, costs, expenses
            (including reasonable attorney's fees) and other obligations,
            including penalties and interest, incurred by Sterling.

            Notwithstanding the provisions of Section 5.08 of the Basic Plan
            Document, in connection with the disbursement of funds from, the
            Fund to a Participant, Sterling shall withhold and remit to the LRS
            and other applicable taxing authorities the amount of any income tax
            withholding required by law; provided, however, Sterling shall rely
            exclusively on instructions from the recordkeeper as to the amount
            of withholding to remit to the IRS and other applicable taxing
            authorities. Accordingly, the Recordkeeper shall maintain income tax
            withholding information for each Participant as required by the IRS
            and other applicable taxing authorities and all other information
            required to be filed with the IRS and other applicable authorities
            and shall provide in a timely fashion to Sterling all information
            that the IRS and other applicable taxing authorities may require
            Sterling to report. Furthermore, Sterling shall be responsible for
            reporting to each Participant the income tax withheld and remitted
            to the IRS and other applicable taxing authorities and such other
            information as may be required to be provided to Participants by the
            IRS and other applicable taxing authorities. The Recordkeeper shall
            provide such tax information to Sterling in a form acceptable to
            Sterling.
<PAGE>
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4

      3.11  INSTRUCTIONS

            Sterling shall be under no duty to take any action other than its
            express responsibilities hereunder unless the responsible party
            under the terms of the Plan shall furnish Sterling with written
            instructions; provided that in no event may Sterling's
            responsibilities be expanded except with its prior written consent.
            Any instructions hereunder may be delivered to Sterling directly by
            the responsible party or through the Recordkeeper. Sterling shall
            not be liable for any action taken or omitted by it in good faith in
            reliance upon any instructions received hereunder or any other
            notice, request, consent, certificate or other instrument or paper
            reasonably believed by it to be genuine and to have been properly
            executed. Sterling shall have no duty to inquire into the purpose or
            propriety of any order, instruction or other communication received
            hereunder and may conclusively presume that any such order,
            instruction or other communication is accurate and complete. The
            Recordkeeper and not Sterling shall be responsible for determining
            that all instructions provided to Sterling through the Recordkeeper
            are being given by the appropriate party and are in proper form
            under the provisions of the Plan and applicable law. Sterling may
            conclusively presume that any instructions received through the
            Recordkeeper have been duly authorized by the Employer, Investment
            Fiduciary, Plan Administrator, Trustee other than Sterling. or
            Participant, as applicable, pursuant to the terms of the Plan and
            applicable law. The Recordkeeper shall serve as the agent and
            authorized representative of the Employer, Investment Fiduciary,
            Plan Administrator and any Trustee other than Sterling for purposes
            of providing orders, instructions and other communications to
            Sterling and shall also be responsible for receiving and
            communicating to Sterling Participant directions under Section 5.14
            of the Basic Plan Document.

      3.12  TAX ISSUES

            Sterling shall not be responsible for the, validity or effect or the
            qualification under the Code of the Plan. Sterling shall not be
            required to take any action upon receipt of any notice from the IRS
            or other taxing authority (unless such notice relates to the
            performance of Sterling's responsibilities under Section 3.10 hereof
            except to promptly forward a copy thereof to the Employer, through
            the Recordkeeper. Sterling shall be reimbursed by the Employer or
            from the Fund for all taxes of any kind whatsoever that may be
            levied or assessed under existing or future laws of any jurisdiction
            upon or in respect of the Fund. Sterling shall promptly notify the
            Employer, through the Recordkeeper, with regard to any tax
            assessments which it receives on any income or property maintained
            in the Fund and, unless notified to the contrary by the Employer,
            through the Recordkeeper, within ninety (90) days, shall pay any
            such assessments. If the Employer, through the Recordkeeper,
            notifies Sterling within said period that it is its, opinion or the
            opinion of counsel that such assessments are invalid or that they
            should be contested, then Sterling shall take whatever action
            concerning payment of the assessment as is indicated in the notice
            received by Sterling; provided however, that the Employer, and not
            Sterling, shall be responsible for contesting any such assessments
            or litigating any such claims.

      3.13  LOANS TO PARTICIPANTS

            Except for the disbursement of loan proceeds and re-investment of
            loan payments pursuant to instructions received hereunder, under no
            circumstances shall Sterling have or be allocated any responsibility
            for the administration of any Participant loan program under Section
            6.08 of the Basic Plan Document.

      3.14  INDEMNIFICATION; LIMITATIONS OF RESPONSIBILITY

            The Employer shall, at all times, fully indemnify and save harmless
            Sterling, its successors and assigns, and its directors, officers,
            employees, agents and contractors from and against any and all
            losses, damages, claims, penalties; costs and expenses (including
            but not limited to reasonable attorney's fees) incurred by Sterling
            in connection with its service as Custodian or Trustee without full
            trust powers, as applicable, except to the extent any such loss,
            damage, claim, penalty, cost or expense arises directly or
            indirectly from the fraud, gross negligence or willful misconduct of
            Sterling or any of its directors, officers, employees, agents or
            contractors. Sterling shall be accountable only for monies or
            property actually received by it. If any portion of the Fund is held
            by another Custodian or Trustee, the term "Fund" herein mid in the
            Basic Plan Document shall mean only that portion of the Fund from
            time to time held by Sterling. Sterling shall not be deemed
            accountable, responsible or liable for the acts or omissions of any
            other Custodian or Trustee of the Plan. Sterling shall have no duty
            or responsibility for the determination of the accuracy or
            sufficiency of the contributions to be made under the Plan, the
            collection thereof, the transmittal of the same to Sterling or
            compliance with any statute, regulation or rule applicable to such
            contributions. Sterling shall have no discretion as to investment of
            the Fund or administration of the Plan and shall not be deemed a
            "fiduciary" as that term is used in ERISA. Sterling is signing. The
            Adoption Agreement solely to signify its acceptance of appointment
            as Custodian or Trustee without full trust powers, as applicable,
            and the Employer shall have sole responsibility for the accuracy,
            completeness, legal sufficiency and due execution thereof, including
            consulting with legal counsel and tax advisors as the Employer deems
            appropriate in connection therewith.

SECTION FOUR MISCELLANEOUS

      4.01  AMENDMENT

            This Agreement may be modified or amended in whole or in part only
            by an agreement in writing signed by the Employer and Sterling. No
            amendment of the Basic Plan Document may enlarge the duties or
            responsibilities of Sterling without its prior written consent.

      4.02  GOVERNING LAW

            This Agreement shall be construed and enforced, to the extent
            possible, according to the laws of the State of Texas, and all
            provisions hereof shall be administered according to the laws of
            said State and any Federal laws, regulations or rules which may from
            time to time be applicable.

      4.03  NECESSARY PARTIES

            To the extent permitted bylaw, only the Employer and Sterling shall
            be necessary parties in any application to the courts for an
            interpretation of this Agreement or for an accounting by Sterling,
            and no other Plan fiduciary, Participant, Beneficiary or other
            person having an interest in the Fund shall be entitled to any
            notice or service of process. Any final judgment entered in such an
            action or proceeding shall, to the extent permitted by law; be
            conclusive upon all persons claiming under this Agreement or the
            Plan.

      4.04  FORCE MAJEURE

            Sterling shall not be responsible or liable for the failure or in
            response delay performance of its obligations arising out of or
            caused, directly or indirectly, by circumstances beyond its
            reasonable control, including, without limitation any interruption,
            loss or malfunction of any utility, transportation, computer or
            communication service; inability to obtain labor, material,
            equipment or transportation, or a delay in mails; governmental or
            exchange action, statute, ordinance, rulings, regulations or
            direction; war, strike, riot, emergency, civil disturbance,
            terrorism, vandalism, explosions, labor disputes, freezes, floods,
            fires, tornados, acts of God or public enemy, revolutions, or
            insurrection.

      4.05  AGENTS

            In performing its obligations under this Agreement, Sterling shall
            be entitled to employ suitable agents, counsel, sub-custodians and
            other service providers.