<PAGE>

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

                                    MERRILL LYNCH

                                        -----

                                       SPECIAL

                                        -----

                                      PROTOTYPE
                              DEFINED CONTRIBUTION PLAN

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

                   Base Plan Document #03 used in conjunction with:

                    Non-standardized Profit Sharing Plan with CODA
                            Letter Serial Number: D359287b
                         National Office Letter Date: 6/29/93

                     Non-standardized Money Purchase Pension Plan
                            Letter Serial Number: D359288b
                         National Office Letter Date: 6/29/93

                         Non-standardized Profit Sharing Plan
                            Letter Serial Number: D359289b
                         National Office Letter Date: 6/29/93

                         Non-standardized Target Benefit Plan
                            Letter Serial Number: D361009a
                         National Office Letter Date: 6/29/93

THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR, MERRILL LYNCH, PIERCE, FENNER
& SMITH, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.


<PAGE>

    Internal Revenue Service                         Department of the Treasury

Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50339816103-004  Case 9201920  EIN: 13-5674085         Washington, DC 20224
BPD: 03  Plan: 004  Letter Serial No: 0359287b

                                               Person to Contact: Mr. Wolf
    MERRILL LYNCH PIERCE FENNER & SMITH INC

                                               Telephone Number: (202) 622-8380
    P 0 BOX 9038

                                               Refer Reply to E:EP:Q:1
    PRINCETON, NJ 08543

                                               Date: 06/29/93



Dear Applicant:

In our opinion, the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's acceptability under section 401 of
the Internal Revenue Code.  This opinion relates only to the amendment to the
form of the plan. It is not an opinion as to the acceptability of any other
amendment or of the form of the plan as a whole, or as to the effect of other
Federal or local statutes.

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

An employer who adopts the amended form of the plan after the date of the
amendment should apply for a determination letter by filing an application with
the Key District Director of Internal Revenue on Form 5307, Short Form
Application for Determination for Employee Benefit Plan.

This letter with respect to the amendment to the form of the plan does not
affect the applicability to the plan of the continued, interim and extended
reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9, 1989-1
C.B. 780.  The applicability of such provisions may be determined by reference
to the initial opinion letter issued with respect to the plan.

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

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

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

                             Sincerely yours,



                             /s/ John ????
                             Chief, Employee Plans Qualifications Branch


<PAGE>

    INTERNAL REVENUE SERVICE                         Department of the Treasury

Plan Description: Prototype Non-standardized Money Purchase Pension Plan
FFN: 50339816103-003  Case: 9201919  EIN: 13-5674085        Washington, DC 20224

BPD: 03  Plan: 003  Letter Serial No: 0359288b

                                               Person to Contact: Mr. Wolf
    MERRILL LYNCH PIERCE FENNER & SMITH INC
                                               Telephone Number: (202) 622-8380
    P 0 BOX 9038
                                               Refer Reply to: E:EP:Q:1
    PRINCETON, NJ 08543
                                               Date: 06/29/93



Dear Applicant:

In our opinion, the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's acceptability under section 401 of
the Internal Revenue Code.  This opinion relates only to the amendment to the
form of the plan.  It is not an opinion as to the acceptability of any other
amendment or of the form of the plan as a whole, or as to the effect of other
Federal or local statutes.

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

An employer who adopts the amended form of the plan after the date of the 
amendment should apply for a determination letter by filing an application 
with the Key District Director of Internal Revenue on Form 5307, Short Form 
Application for Determination for Employee Benefit Plan.

This letter with respect to the amendment to the form of the plan does not
affect the applicability to the plan of the continued, interim and extended
reliance provisions of sections 13 and 17.03 of Rev.  Proc. 89-9, 1989-1
C.B. 780.  The applicability of such provisions may be determined by reference
to the initial opinion letter issued with respect to the plan.

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

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

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

                             Sincerely



                             /s/ John ????
                             Chief, Employee Plans Qualifications Branch


<PAGE>

                             TABLE OF CONTENTS

                             ARTICLE I  DEFINITIONS

1.1   "Account"                                                              1
1.2   "Account Balance"                                                      1
1.3   "ACP Test"                                                             1
1.4   "Actual Deferral Percentage"                                           1
1.5   "Adjustment Factor"                                                    1
1.6   "Administrator"                                                        1
1.7   "Adoption Agreement"                                                   1
1.8   "ADP Test"                                                             1
1.9   "Affiliate"                                                            1
1.10  "Annuity Contract"                                                     1
1.11  "Average Actual Deferral Percentage"                                   1
1.12  "Average Contribution Percentage"                                      1
1.13  "Beneficiary"                                                          1
1.14  "Benefit Commencement Date"                                            2
1.15  "CODA"                                                                 2
1.16  "CODA Compensation"                                                    2
1.17  "Code"                                                                 2
1.18  "Compensation"                                                         2
1.19  "Contribution Percentage"                                              3
1.20  "Contribution Percentage Amounts"                                      3
1.21  "Defined Benefit Plan"                                                 3
1.22  "Defined Contribution Plan"                                            3
1.23  "Disability"                                                           3
1.24  "Early Retirement"                                                     3
1.25  "Early Retirement Date"                                                3
1.26  "Earned Income"                                                        3
1.27  "Elective Deferrals"                                                   3
1.28  "Elective Deferrals Account"                                           4
1.29  "Eligible Employee"                                                    4
1.30  "Eligible Participant"                                                 4
1.31  "Employee"                                                             4
1.32  "Employee Thrift Contributions"                                        4
1.33  "Employee Thrift Contributions Account"                                4
1.34  "Employer"                                                             4
1.35  "Employer Account"                                                     4
1.36  "Employer Contributions"                                               4
1.37  "Employer Contributions Account"                                       4
1.38  "Employment"                                                           4
1.39  "Entry Date"                                                           4
1.40  "ERISA"                                                                5
1.41  "Excess Aggregate Contributions"                                       5
1.42  "Excess Contributions"                                                 5
1.43  "Excess Elective Deferrals"                                            5
1.44  "Family Member"                                                        5
1.45  "401(k) Contributions Accounts"                                        5
1.46  "401(k) Election"                                                      5
1.47  "Fully Vested Separation"                                              5
1.48  "Group Trust"                                                          5
1.49  "Highly Compensated Employee"                                          5


                                          ii

<PAGE>

                                  TABLE OF CONTENTS

1.50  "Hour of Service"                                                      6
1.51  "Immediately Distributable"                                            6
1.52  "Investment Manager"                                                   6
1.53  "Key Employee"                                                         6
1.54  "Leased Employee"                                                      7
1.55  "Limitation Year"                                                      7
1.56  "Master or Prototype Plan"                                             7
1.57  "Matching 401(k) Contribution"                                         7
1.58  "Matching 401(k) Contributions Account"                                7
1.59  "Matching Thrift Contributions"                                        7
1.60  "Matching Thrift Contributions Account"                                7
1.61  "Net Profits"                                                          7
1.62  "Nonhighly Compensated Employee"                                       7
1.63  "Nonvested Separation"                                                 7
1.64  "Normal Retirement Age"                                                7
1.65  "Owner-Employee"                                                       7
1.66  "Partially Vested Separation"                                          8
1.67  "Participant"                                                          8
1.68  "Participant Contributions Account"                                    8
1.69  "Participant-Directed Assets"                                          8
1.70  "Participant Voluntary Nondeductible Contributions"                    8
1.71  "Participant Voluntary Nondeductible Contributions Account"            8
1.72  "Participating Affiliate"                                              8
1.73  "Period of Severance"                                                  8
1.74  "Plan"                                                                 8
1.75  "Plan Year"                                                            8
1.76  "Prototype Plan"                                                       9
1.77  "Qualified Joint and Survivor Annuity"                                 9
1.78  "Qualified Matching Contributions"                                     9
1.79  "Qualified Matching Contributions Accounts"                            9
1.80  "Qualified Nonelective Contributions"                                  9
1.81  "Qualified Nonelective Contributions Account"                          9
1.82  "Qualified Plan"                                                       9
1.83  "Qualifying Employer Securities"                                       9
1.84  "Rollover Contribution"                                                9
1.85  "Rollover Contribution Account"                                        9
1.86  "Self-Employed Individual"                                             9
1.87  "Social Security Retirement Age"                                       9
1.88  "Sponsor"                                                              9
1.89  "Spouse"                                                               9
1.90  "Surviving Spouse"                                                    10
1.91  "Taxable Wage Base"                                                   10
1.92  "Transferred Account"                                                 10
1.93  "Trust"                                                               10
1.94  "Trust Fund"                                                          10
1.95  "Trustee"                                                             10
1.96  "Valuation Date"                                                      10
1.97  "Vesting Service"                                                     10
1.98  "Years of Service"                                                    10


                                         iii

<PAGE>

                                  TABLE OF CONTENTS

                              ARTICLE II  PARTICIPATION

2.1   Admission as a Participant                                            10
2.2   Rollover Membership Trust to Trust Transfer                           11
2.3   Crediting of Service for Eligibility Purposes                         11
2.4   Termination of Participation                                          11
2.5   Limitation for Owner-Employee                                         11
2.6   Corrections with Regard to Participation                              12
2.7   Provision of Information                                              12

                  ARTICLE III  CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.1   Employer Contributions and Allocations                                12
3.2   Participant Voluntary Nondeductible Contributions                     13
3.3   Rollover Contributions and Trust to Trust Transfers                   13
3.4   Section 401(k) - Contributions and Account Allocations                13
3.5   Matching 401(k) Contributions                                         16
3.6   Thrift Contributions                                                  18
3.7   Treatment of Forfeitures                                              19
3.8   Establishing of Accounts                                              19
3.9   Limitation on Amount of Allocations                                   19
3.10  Return of Employer Contributions Under Special Circumstances          24

                                 ARTICLE IV  VESTING

4.1   Determination of Vesting                                              24
4.2   Rules for Crediting Vesting Service                                   24
4.3   Employer Accounts Forfeitures                                         24
4.4   Top-Heavy Provisions                                                  25

        ARTICLE V  AMOUNT AND DISTRIBUTION OF BENEFITS, WITHDRAWALS AND LOANS

5.1   Distribution Upon Termination of Employment                           27
5.2   Amount of Benefits Upon a Fully Vested Separation                     27
5.3   Amount of Benefits Upon a Partially Vested Separation                 27
5.4   Amount of Benefits Upon a Nonvested Separation                        27
5.5   Amount of Benefits Upon A Separation Due to Disability                27
5.6   Distribution and Restoration                                          27
5.7   Withdrawals During Employment                                         28
5.8   Loans                                                                 28
5.9   Hardship Distributions                                                30
5.10  Limitation on Commencement of Benefits                                30
5.11  Distribution Requirements                                             30

                 ARTICLE VI  FORMS OF PAYMENT OF RETIREMENT BENEFITS

6.1   Methods of Distribution                                               34
6.2   Election of Optional Forms                                            35
6.3   Change in Form of Benefit Payments                                    36
6.4   Direct Rollovers                                                      36


                                          iv

<PAGE>

                                  TABLE OF CONTENTS

                             ARTICLE VII  DEATH BENEFITS

7.1   Payment of Account Balances                                           37
7.2   Beneficiaries                                                         37
7.3   Life Insurance                                                        39

                              ARTICLE VIII  FIDUCIARIES

8.1   Named Fiduciaries                                                     40
8.2   Employment of Advisers                                                41
8.3   Multiple Fiduciary Capacities                                         41
8.4   Indemnification                                                       41
8.5   Payment of Expenses                                                   41

                           ARTICLE IX  PLAN ADMINISTRATION

9.1   The Administrator                                                     41
9.2   Powers and Duties of the Administrator                                41
9.3   Delegation of Responsibility                                          42

                     ARTICLE X  TRUSTEE AND INVESTMENT COMMITTEE

10.1  Appointment of Trustee and Investment Committee                       42
10.2  The Trust Fund                                                        42
10.3  Relationship with Administrator                                       42
10.4  Investment of Assets                                                  43
10.5  Investment Direction, Participant-Directed
        Assets and Qualifying Employer Investments                          44
10.6  Valuation of Accounts                                                 45
10.7  Insurance Contracts                                                   46
10.8  The Investment Manager                                                46
10.9  Powers of Trustee                                                     47
10.10 Accounting and Records                                                48
10.11 Judicial Settlement of Accounts                                       48
10.12 Resignation and Removal of Trustee                                    48
10.13 Group Trust                                                           49

                      ARTICLE XI  PLAN AMENDMENT OR TERMINATION

11.1  Prototype Plan Amendment                                              49
11.2  Plan Amendment                                                        49
11.3  Right of the Employer to Terminate Plan                               50
11.4  Effect of Partial or Complete Termination
        or Complete Discontinuance of Contributions                         50
11.5  Bankruptcy                                                            51

                        ARTICLE XII  MISCELLANEOUS PROVISIONS

12.1  Exclusive Benefit of Participants                                     51
12.2  Plan Not a Contract of Employment                                     51
12.3  Action by Employer                                                    51


                                          v

<PAGE>

                                  TABLE OF CONTENTS

12.4  Source of Benefits                                                    51
12.5  Benefits Not Assignable                                               51
12.6  Domestic Relations Orders                                             52
12.7  Claims Procedure                                                      52
12.8  Records and Documents; Errors                                         52
12.9  Benefits Payable to Minors,
        Incompetents and Others                                             52
12.10 Plan Merger or Transfer of Assets                                     52
12.11 Participating Affiliates                                              52
12.12 Controlling Law                                                       53
12.13 Singular and Plural and Article and Section References                53


                                          vi

<PAGE>

                                ARTICLE I DEFINITIONS

As used in this Prototype Plan and in each Adoption Agreement, each of the
following terms shall have the meaning for that term set forth in this Article
I:

1.1  ACCOUNT:  A separate Elective Deferrals Account, Employee Thrift
Contributions Account, Employer Contributions Account, Matching 401(k)
Contributions Account, Matching Thrift Contributions Account, Participant
Voluntary Nondeductible Contributions Account, Qualified Matching Contributions
Account, Qualified Nonelective Contributions Account, Rollover Contribution
Account, and Transferred Account, as the case may be.

1.2  ACCOUNT BALANCE:  The value of an Account determined as of the applicable
Valuation Date.

1.3  ACP TEST: The Contribution Percentage test that is set forth in Section
3.5.2 of the Plan.

1.4  ACTUAL DEFERRAL PERCENTAGE:  The ratio (expressed as a percentage), of (A)
Elective Deferrals made on behalf of an Eligible Participant for the Plan Year
(including Excess Elective Deferrals of Highly Compensated Employees and, at the
election of the Employer, Qualified Nonelective Contributions and/or Qualified
Matching Contributions), but excluding (1) Excess Elective Deferrals of
Nonhighly Compensated Employees that arise solely from Elective Deferrals made
under the Plan or plans of the Employer or an Affiliate and (2) Elective
Deferrals that are taken into account in the ACP Test (provided the ADP Test is
satisfied with or without the exclusion of such Elective Deferrals) to (B) the
Participant's CODA Compensation for the Plan Year (whether or not the Eligible
Employee was a Participant for the entire Plan Year).  The Actual Deferral
Percentage of an Eligible Participant who would be a Participant but for the
failure to make an Elective Deferral is zero.

1.5  ADJUSTMENT FACTOR:  The cost of living adjustment factor prescribed by the
Secretary of the Treasury under Code Section 415(d) for years beginning after
December 31, 1987, as applied to such items and in such manner as the Secretary
shall provide.

1.6  ADMINISTRATOR:  The Employer, unless otherwise specified by duly authorized
action by the Employer.

1.7  ADOPTION AGREEMENT:  The document so designated with respect to this
Prototype Plan that is executed by the Employer, as amended from time to time.

1.8  ADP Test:  The Average Actual Deferral Percentage test set forth in Section
3.4.2(B) of the Plan.

1.9  AFFILIATE:  Any corporation or unincorporated trade or business (other than
the Employer) while it is:

(A)  a member of a "controlled group of corporations" (within the meaning of
Code Section 414(b)) of which the Employer is a member;

(B)  a member of any trade or business under "common control" (within the
meaning of Code Section 414(c)) with the Employer;

(C)  a member of an "affiliated service group" (as that term is defined in Code
Section 414(m)) which includes the Employer; or

(D)  any other entity required to be aggregated with the Employer pursuant to
Code Section 414(o).  With respect to Section 3.9, "Affiliate" status shall be
determined in accordance with Code Section 415(h).

1.10  ANNUITY CONTRACT:  An individual or group annuity contract issued by an
insurance company providing periodic benefits, whether fixed, variable or both,
the benefits or value of which a Participant or Beneficiary cannot transfer,
sell, assign, discount, or pledge as collateral for a loan or as security for
the performance of an obligation, or for any other purpose, to any person other
than the issuer thereof.  The terms of any annuity contract purchased and
distributed by the Plan to a Participant or Spouse shall comply with the
requirements of this Plan.

1.11  AVERAGE ACTUAL DEFERRAL PERCENTAGE:  For any group of Eligible
Participants, the average (expressed as a percentage) of the Actual Deferral
Percentages for each of the Eligible Participants in that group, including those
not making Elective Deferrals.

1.12  AVERAGE CONTRIBUTION PERCENTAGE:  For any group of Eligible Participants,
the average (expressed as a percentage) of the Contribution Percentages for each
of the Participants in that group, including those on whose behalf Matching
401(k) Contributions and/or Matching Thrift Contributions, if applicable, are
not being made.

1.13  BENEFICIARY:  A person or persons entitled to receive any payment of
benefits pursuant to Article VII.


                                          1

<PAGE>

1.14  BENEFIT COMMENCEMENT DATE:  The first day, determined pursuant to Article
V, for which a Participant or Beneficiary receives or begins to receive payment
in any form of distribution as a result of death, Disability, termination of
Employment, Early Retirement, Plan termination or upon or after Normal
Retirement Age or age 70-1/2.

1.15  CODA:  A cash or deferred arrangement pursuant to Code Section 401(k)
which is part of a profit sharing plan and under which an Eligible Participant
may elect to make Elective Deferrals in accordance with Section 3.4.1.

1.16  CODA COMPENSATION:  Solely for purposes of determining the Actual Deferral
Percentage and the Contribution Percentage, CODA Compensation shall be
Compensation excluding or including "elective contributions" as specified in the
Adoption Agreement.  The preceding sentence shall be effective for Plan Years
beginning on or after January 1, 1989.

1.17  CODE:  The Internal Revenue Code of 1986, as now in effect or as amended
from time to time.  A reference to a specific provision of the Code shall
include such provision and any applicable regulation pertaining thereto.

1.18  COMPENSATION:  For purposes of contributions, Compensation shall be
defined in the Adoption Agreement and Section 3.9.1(H), subject to any
exclusions elected under Section I.A(d) of the Adoption Agreement, Section 3.1.4
and the following modifications:

(A)  For a Self-Employed Individual, Compensation means his or her Earned
Income, provided that if the Self-Employed Individual is not a Participant for
an entire Plan Year, his or her Compensation for that Plan Year shall be his or
her Earned Income for that Plan Year multiplied by a fraction the numerator of
which is the number of days he or she is a Participant during the Plan Year and
the denominator of which is the number of days in the Plan Year.

(B)  Compensation of each Participant taken into account under this Plan for any
Plan Year beginning after December 21, 1988 shall be limited to the first
$200,000 as adjusted by the Adjustment Factor.  In determining the Compensation
of a Participant for purposes of this limitation, the rule of Code Section
414(q)(6) shall apply, except in applying such rules, the term "family" shall
include only the Spouse of the Participant and any lineal descendants of the
Participant who have not attained the age of 19 before the close of the year.

If, as a result of the application of such rules, the adjusted $200,000
limitation is exceeded, (except for purposes of determining the portion of
Compensation up to the Integration Level if this Plan is integrated with Social
Security), the limitation shall be prorated among the affected Participants in
proportion to each such Participant's Compensation as determined under this
Section 1.18 prior to the application of this limitation.  In a manner applied
uniformly to all Eligible Employees, only Compensation during the period in
which the Employee is an Eligible Employee may be taken into account for
purposes of the nondiscrimination tests described in Code Section 401(k) and
401(m).

(C)  If Compensation for any prior Plan Year is taken into account in
determining an Employee's contributions or benefits for the current year, the
Compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year.  For this purpose, for years
beginning before January 1, 1990, the applicable annual compensation limit is
$200,000.

(D)  In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit.  The OBRA '93 annual compensation limit is $150,000 as
adjusted by the Commissioner 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
period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in this Plan
to the limitations under Section 401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.

If Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period.  For
this purpose, for prior determination periods beginning before the first day of
the first Plan Year beginning on


                                          2

<PAGE>

or after January 1, 1994, the OBRA '93 Compensation limit is $150,000.

1.19  CONTRIBUTION PERCENTAGE:  The ratio (expressed as a percentage) of the
Participant's Contribution Percentage Amounts to the Participant's CODA
Compensation for the Plan Year, whether or not the Eligible Employee was a
Participant for the entire Plan Year.

1.20  CONTRIBUTION PERCENTAGE AMOUNTS: shall mean the sum of the: (A) Matching
401(k) Contributions; (B) Matching Thrift Contributions;

(C) Qualified Matching Contributions (to the extent not taken into account 
for purposes of the ADP Test); (D) Employee Thrift Contributions; and (E) 
Participant Voluntary Nondeductible Contributions, as applicable, made on 
behalf of the Participant for the Plan Year.  Such Contribution Percentage 
Amounts shall not include Matching 401(k) Contributions that are forfeited 
either to correct Excess Aggregate Contributions or because the contributions 
to which they relate are Excess Elective Deferrals, Excess Contributions or 
Excess Aggregate Contributions.  The Employer may include Qualified 
Nonelective Contributions in the Contribution Percentage

Amounts, as specified in the Adoption Agreement.  Elective Deferrals may also be
used 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, as specified in the Adoption Agreement.  An Eligible Participant who
does not direct an Elective Deferral or an Employee Thrift Contribution shall be
treated as an Eligible Participant on behalf of whom no such contributions are
made.

1.21  DEFINED BENEFIT PLAN:  A plan of the type defined in Code Section 414(j)
maintained by the Employer or Affiliate, as applicable.

1.22  DEFINED CONTRIBUTION PLAN:  A plan of the type defined in Code Section
414(i) maintained by the Employer or Affiliate, as applicable.

1.23  DISABILITY.  Disability as defined in the Adoption Agreement.  The
permanence and degree of such impairment shall be supported by medical evidence.

1.24  EARLY RETIREMENT:  An actively employed Participant is eligible for Early
Retirement upon satisfying the requirements set forth in the Adoption Agreement.

1.25  EARLY RETIREMENT DATE:  The Participant's Benefit Commencement Date
following his or her termination of Employment on or after satisfying the
requirements for Early Retirement and prior to Normal Retirement Age.

1.26  EARNED INCOME:  The "net earnings from self-employment" within the meaning
of Code Section 401(c)(2) of a Self-Employed Individual from the trade or
business with respect to which the Plan is established, but only if the personal
services of the Self-Employed Individual are a material income-producing factor
in that trade or business.  Net earnings will be determined without regard to
items not included in gross income and the deductions properly allocable to or
chargeable against such items and are to be reduced by contributions by the
Employer or Affiliate to a Qualified Plan to the extent deductible under Code
Section 404.  Where this Plan refers to Earned Income in the context of a trade
or business other than that with respect to which the Plan is adopted, the term
Earned Income means such net earnings as would be Earned Income as defined above
if that trade or business was the trade or business with respect to which the
Plan is adopted.

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

1.27  ELECTIVE DEFERRALS:  Contributions made to the Plan during the Plan Year
by the Employer, at the election of the Participant, in lieu of cash
compensation and shall include contributions that are made pursuant to a 401(k)
Election.

A Participant's Elective Deferral in any taxable year is the sum of all Employer
and Affiliate contributions pursuant to an election to defer under any qualified
cash or deferred arrangement, any simplified employee pension plan or deferred
arrangement as described in Code Section 402(h)(1)(B), any eligible deferred
compensation plan under Code Section 457, any plan as described under Code
Section 501(c)(18), and any Employer contributions made on behalf of a
Participant for the purchase of an annuity under Code Section 403(b) pursuant to
a salary reduction agreement.  Such contributions are nonforfeitable when made
and are not distributable under the terms of the Plan to Participants or their
Beneficiaries earlier than the earlier of:

(A)  termination from Employment, death or Disability of the Participant;


                                          3

<PAGE>

(B)  termination of the Plan without establishment of another Defined
Contribution Plan by the Employer or an Affiliate;

(C)  disposition by the Employer or Affiliate to an unrelated corporation of
substantially all of its assets used in a trade or business if such unrelated
corporation continues to maintain this Plan after the disposition but only with
respect to Employees who continue employment with the acquiring unrelated
entity.  The sale of 85% of the assets used in a trade or business will be
deemed a sale of "substantially all" the assets used in a trade or business;

(D)  sale by the Employer or Affiliate to an unrelated entity of its interest in
an Affiliate if such unrelated entity continues to maintain the Plan but only
with respect to Employees who continue employment with such unrelated entity; or

(E)  the events specified in Part B, Article VIII of the Adoption Agreement.

Elective Deferrals shall not include any deferrals properly distributed as an
"Excess Amount" pursuant to Section 3.9.2.

1.28  ELECTIVE DEFERRALS ACCOUNT:  The Account established for a Participant
pursuant to Section 3.8.1.

1.29  ELIGIBLE EMPLOYEE:  Those Employees specified in the Adoption Agreement.

1.30  ELIGIBLE PARTICIPANT:  An Eligible Employee who has met the eligibility
requirements set forth in the Adoption Agreement whether or not he or she makes
Elective Deferrals and/or Employee Thrift Contributions.

1.31  EMPLOYEE:  A Self-Employed Individual, or any individual who is employed
by the Employer in the trade or business with respect to which the Plan is
adopted and any individual who is employed by an Affiliate.  Each Leased
Employee shall also be treated as an Employer of the recipient Employer.  The
preceding sentence shall not apply, however, to any Leased Employee who is (A)
covered by a money purchase pension plan maintained by the "leasing
organization" referred to in Section 1.54 which provides, with respect to such
Leased Employee, a nonintegrated Employer contribution rate of at least 10% of
Limitation Compensation, but including amounts contributed pursuant to a salary
reduction agreement which are excluded from the Employee's gross income under
Code Section 402(a)(8), Code Section 402(h) or Code Section 403(b), immediate
participation and full and immediate vesting and (B) such Leased Employees do
not constitute more than 20% of the Employer's and Affiliates' nonhighly
compensated workforce.  For purposes of the Plan, all Employees will be treated
as employed by a single employer.

1.32  EMPLOYEE THRIFT CONTRIBUTIONS:  Employee nondeductible contributions which
are required to be eligible for a Matching Thrift Contribution.  Employee Thrift
Contributions do not include Participant Voluntary Nondeductible Contributions.

1.33  EMPLOYEE THRIFT CONTRIBUTIONS ACCOUNT:  The Account established for a
Participant pursuant to Section 3.8.3.

1.34  EMPLOYER:  The sole proprietorship, partnership or corporation that adopts
the Plan by executing the Adoption Agreement.  For all purposes relating to
eligibility, participation, contributions, vesting and allocations, Employer
includes all Participating Affiliates.

1.35  EMPLOYER ACCOUNT:  The Participant's Matching 401(k) Contributions
Account, Matching Thrift Contributions Account, Employer Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account, as the case may be.

1.36  EMPLOYER CONTRIBUTIONS:  Any contributions made by the Employer for the
Plan Year on behalf of a Participant in accordance with Section 3.1 of the Plan.

1.37  EMPLOYER CONTRIBUTIONS ACCOUNT:  The Account established for a Participant
pursuant to Section 3.8.2.

1.38  EMPLOYMENT:  An Employee's employment or self-employment with the 
Employer, Affiliate or a "leasing organization" referred to in Section 1.54 
or, to the extent required under Code Section 414(a)(2) or as otherwise 
specified by the Administrator on a uniform and nondiscriminatory basis, any 
predecessor of any of them.  If any of them maintains a plan of a 
"predecessor employer" (within the meaning of Code Section 414(a)(1)) 
employment or self-employment with the "predecessor employer" will be treated 
as Employment.  Additionally, if the trade or business conducted by a 
Self-Employed Individual becomes incorporated, all employment with that trade 
or business or with any Affiliate shall be treated as Employment with the 
Employer.

1.39  ENTRY DATE:  The date on which an Eligible Employee becomes a Participant,
as specified in the Adoption Agreement.


                                          4

<PAGE>

1.40  ERISA:  The Employee Retirement Income Security Act of 1974, as amended
from time to time.  Reference to a specific provision of ERISA shall include
such provision and any applicable regulation pertaining thereto.

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

(A)  The aggregate Contribution Percentage Amounts, taken into account in
computing the numerator of the Contribution Percentage actually made on behalf
of Highly Compensated Employees for such Plan Year, over (B) The maximum
Contribution Percentage Amounts permitted by the ACP Test (determined by
reducing contributions made on behalf of Highly Compensated Employees in the
order of their Contribution Percentages beginning with the highest of such
percentages).

Such determination shall be made after first determining Excess Elective
Deferrals and then determining Excess Contributions.

1.42  EXCESS CONTRIBUTIONS:  With respect to any Plan Year, the aggregate amount
of Elective Deferrals, Qualified Nonelective Contributions and Qualified
Matching Contributions, if applicable, actually paid over to the Trust Fund on
behalf of Highly Compensated Employees for such Plan Year, over 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
Actual Deferral Percentages, beginning with the highest of such percentages).

1.43  EXCESS ELECTIVE DEFERRALS:  The amount of Elective Deferrals for a
Participant's taxable year that are includible in the gross income of the
Participant to the extent that such Elective Deferrals exceed the Code Section
402(g) dollar limitation and which the Participant allocates to this Plan
pursuant to the procedure set forth in Section 3.4.2. Excess Elective Deferrals
shall be treated as an Annual Addition pursuant to Section 3.9, unless such
amounts are distributed no later than the first April 15th following the close
of the Participant's taxable year.

1.44  FAMILY MEMBER:  An individual described in Code Section 414(q)(6)(B).

1.45  401(k) CONTRIBUTIONS ACCOUNTS:  The Participant's Elective Deferral
Account, Qualified Nonelective Contributions Account, and/or Qualified Matching
Contributions Account, as the case may be.

1.46  401(k) ELECTION:  The election by a Participant to make Elective Deferrals
in accordance with Section 3.4.1.

1.47  FULLY VESTED SEPARATION:  Termination of Employment, by reason other than
death, of a Participant whose vested percentage in each Employer Account is 
100%.

1.48  GROUP TRUST:  A Trust Fund consisting of assets of any Plan maintained and
established by the Employer or an Affiliate pursuant to Section 10.14.

1.49  HIGHLY COMPENSATED EMPLOYEE: The term Highly Compensated Employee includes
highly compensated active Employees and highly compensated former employees.

(A)  A highly compensated active Employee includes any Employee who performs
service for the Employer or Affiliate during the Plan Year and who, during the
look-back year (the twelve-month period immediately preceding the Plan Year):

(i)  received Compensation from the Employer or Affiliate in excess of $75,000
(as adjusted by the Adjustment Factor);

(ii)  received Compensation from the Employer or Affiliate in excess of $50,000
(as adjusted by the Adjustment Factor) and was a member of the top-paid group
for such year; or

(iii)  was an officer of the Employer or Affiliate and received Compensation
during such year that is greater than 50% of the Defined Benefit Dollar
Limitation.

(B)  The term Highly Compensated Employee also includes:

(i)  Employees who are both described in the preceding sentence if the term
"Plan 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 or
Affiliate during the Plan Year; and

(ii)  Employees who are 5% owners at any time during the look-back year or Plan
Year.

(C)  If no officer has received Compensation that is greater than 50% of the
Defined Benefit Dollar Limitation in effect during either the Plan Year or
look-back year, the highest paid officer of such year shall be treated as a
Highly Compensated Employee.

(D)  A highly compensated former employee includes any Employee who terminated
Employment (or was deemed to have terminated) prior to the Plan Year,


                                          5

<PAGE>

performs no service for the Employer or Affiliate during the Plan Year, and was
a highly compensated active employee for either the separation year or any Plan
Year ending on or after the Employee's 55th birthday.

(E)  If an Employee is, during a Plan Year or look-back year, a Family Member of
either (i) a 5% owner who is an active or former Employee or (ii) a Highly
Compensated Employee who is one of the ten most highly compensated employees
ranked on the basis of Compensation paid by the Employer or Affiliate during
such year, then the Family Member and the 5% owner or top-ten Highly Compensated
Employee shall be aggregated.  In such case, the Family Member and 5% owner or
top-ten Highly Compensated Employee shall be treated as a single Employee
receiving Compensation and plan contributions or benefits equal to the sum of
such compensation and contributions or benefits of the Family Member and 5%
owner or top-ten Highly Compensated Employee.  For purposes of this section,
Family Member includes the Spouse, lineal ascendents and descendants of the
Employee or former employee and the spouses of such lineal ascendants and
descendants.

(F)  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 Code Section
414(q).

1.50  HOUR OF SERVICE:  If the Employer elects in the Adoption Agreement the
hourly record method, an Hour of Service shall include:

(A)  Each hour for which an Employee is paid, or entitled to payment, by the
Employer or an Affiliate for the performance of duties for the Employer or an
Affiliate.  These hours will be credited to the Employee for each Plan Year in
which the duties are performed, or with respect to eligibility under Article II,
the applicable computation period under the definition of Year of Service in
which the duties are performed;

(B)  Each hour for which an Employee is paid, or entitled to payment, by the
Employer or an Affiliate due to a period of time during which no duties are
performed (irrespective of whether Employment has terminated) due to vacation,
holiday, illness, incapacity (including Disability), layoff, jury duty, military
duty, or leave of absence.  No more then 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 will
be calculated and credited pursuant to section 2530.200b-2 of the Department of
Labor Regulations which are 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 or an Affiliate.  The same Hours of
Service will not be credited both under subparagraph (A) or subparagraph (B), as
the case may be, and under this subparagraph (C).  These hours will be credited
to the Employee for the Year of Service or other computation period to which the
award or agreement pertains rather than the Year of Service or other computation
period in which the award, agreement or payment is made.

If the Employer elects in the Adoption Agreement the elapsed time method, an
Hour of Service is an hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer or an Affiliate.

With respect to both the hourly record method and the elapsed time method, in
addition to service with an Affiliate, Hours of Service will also be credited
for any individual considered an Employee for purposes of this Plan under Code
Section 414(n).

1.51  IMMEDIATELY DISTRIBUTABLE:  A Participant's Account is Immediately
Distributable if any part of such Account could be distributed to the
Participant or Participant's Surviving Spouse before the Participant attains (or
would have attained if not deceased) the later of Normal Retirement Age or age
62.

1.52  INVESTMENT MANAGER:  Any person appointed by the Trustee or, with respect
to Participant-Directed Assets, by the Participant or Beneficiary having  the
power to direct the investment of such assets, to serve as such in accordance
with Section 10.8.

1.53  KEY EMPLOYEE:  Any Employee or former Employee (and the beneficiaries of
such Employee) who at any time during the "determination period" was (A) an
officer of the Employer or Affiliate, having an annual Compensation greater than
50% of the Defined Benefit Dollar Limitation for any Plan Year within the
"determination period"; (B) an owner (or considered an owner under Code Section
318) of one of the ten largest interests in the Employer or Affiliate if such
individual's Compensation exceeds 100% of the dollar limitation under Code
Section 415(c)(1)(A); (C) a "5% owner" (as defined in Code Section 416(i)) of
the Employer or Affiliate; or (D) a "1% owner" (as defined in Code Section
416(i)) of the Employer or Affiliate who has an annual Compensation of more


                                          6

<PAGE>

than $150,000.  Annual Compensation means compensation as defined in Code
Section 415(c)(3), but including amounts contributed by the Employer pursuant to
a salary reduction agreement which are excludible from the Employee's gross
income under Code Section 125, Code Section 402(a)(8), Code Section 402(h) or
Code Section 403(b).  The "determination period" is the Plan Year containing the
"determination date" and the four preceding Plan Years.  The "determination
date" for the first Plan Year is the last day of that Plan Year, and for any
subsequent Plan Year is the last day of the preceding Plan Year.  The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i).

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

1.55  LIMITATION YEAR:  The Limitation Year as specified 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.

1.56  MASTER OR PROTOTYPE PLAN:  A plan the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

1.57  MATCHING 401(k) CONTRIBUTION:  Any contribution made by the Employer to
this and/or any other Defined Contribution Plan for the Plan Year, by reason of
the Participant's 401(k) Election, and allocated to a Participant's Matching
401(k) Contributions Account or to a comparable account in another Defined
Contribution Plan.  Matching 401(k) Contributions are subject to the
distribution provisions applicable to Employer Accounts in the Plan.

1.58 MATCHING 401(k) CONTRIBUTIONS ACCOUNT:  The Account established for a
Participant pursuant to Section 3.8.4.

1.59  MATCHING THRIFT CONTRIBUTIONS:  Any contribution made by the Employer for
the Plan Year by reason of Employee Thrift Contributions.  Matching Thrift
Contributions shall be subject to the distribution provisions applicable to
Employer Accounts in the Plan.

1.60  MATCHING THRIFT CONTRIBUTIONS ACCOUNT:  The Account established for a
Participant pursuant to Section 3.8.5.

1.61  NET PROFITS:  The current and accumulated profits of the Employer from the
trade or business of the Employer with respect to which the Plan is established,
as determined by the Employer before deductions for federal, state and local
taxes on income and before contributions under the Plan or any other Qualified
Plan.

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

1.63  NONVESTED SEPARATION:  Termination of Employment of a Participant whose
vested percentage in each Employer Account is 0%.

1.64  NORMAL RETIREMENT AGE:  The age specified in the Adoption Agreement.
Notwithstanding the Employer's election in the Adoption Agreement, if, for Plan
Years beginning before January 1, 1988, Normal Retirement Age was determined
with reference to the anniversary of the participation commencement date (more
than 5 but not to exceed 10 years), the anniversary date for Participants who
first commenced participation under the Plan before the first Plan Year
beginning on or after January 1, 1988, shall be the earlier of (A) the tenth
anniversary of the date the Participant commenced participation in the Plan (or
such anniversary as had been elected by the Employer, if less than 10) or (B)
the fifth anniversary of the first day of the first Plan Year beginning on or
after January 1, 1988.

1.65  OWNER-EMPLOYEE:  An individual who is a sole proprietor, if the Employer
is a sole proprietorship, or if the Employer is a partnership, a partner owning
more than 10% of either the capital interest or the profits interest in the
Employer; provided that where this Plan refers to an Owner-Employee in the
context of a trade or business other than the trade or business with respect to
which the Plan is adopted, the term Owner-Employee means a person who would be
an Owner-Employer as defined above if that other trade or business was the
Employer.


                                          7
<PAGE>

1.66  PARTIALLY VESTED SEPARATION:  Termination of Employment of a Participant
whose vested percentage in any Employer Account is less than 100% but greater
than 0%.

1.67  PARTICIPANT:  An Employee who has commenced, but not terminated,
participation in the Plan as provided in Article II.

1.68  PARTICIPANT CONTRIBUTIONS ACCOUNT:  The Participant's Participant
Voluntary Nondeductible Contributions Account and/or Employee Thrift
Contributions Account, as the case may be.

1.69  PARTICIPANT-DIRECTED ASSETS:  The assets of an Account which are invested,
as described in Section 10.5.1, according to the direction of the Participant or
the Participant's Beneficiary, as the case may be, in either individually
selected investments or in commingled funds or in shares of regulated investment
companies.

1.70  PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS:  Any voluntary
nondeductible contributions made in cash by a Participant to this Plan other
than Employee Thrift Contributions.

1.71  PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS ACCOUNT:  The Account
established for a Participant pursuant to Section 3.8.6.

1.72  PARTICIPATING AFFILIATE:  Any Affiliate or any other employer designated
as such by the Employer, and, by duly authorized action, that has adopted the
Plan with the consent of the Employer and has not withdrawn therefrom.

1.73  PERIOD OF SEVERANCE:  For purposes of the hourly records method, a Period
of Severance is a period equal to the number of consecutive Plan Years or, with
respect to eligibility, the applicable computation period under the definition
of Year of Service, in which an Employee has 500 Hours of Service or less.  The
Period of Severance shall be determined on the basis of Hours of Service and
shall commence with the first Plan Year in which the Employee has 500 Hours of
Service or less.  With respect to any period of absence during which a Period of
Severance does not commence, the Participant shall be credited with the Hours of
Service (up to a maximum of 501 Hours of Service in a Plan Year)  which would
otherwise have been credited to him or her but for such absence, or if such
Hours of Service cannot be determined, 8 Hours of Service for each day of
absence.

For purposes of the elapsed time method, a Period of Severance is a continuous
period of at least 12-consecutive months during which an individual's Employment
is not continuing, beginning on the date an Employee retires, quits or is
discharged or, if earlier, the first 12-month anniversary of the date that the
individual is otherwise first absent from service (with or without pay) for any
other reason, and ending on the date the individual again performs an Hour of
Service.

Anything in the definition thereof to the contrary notwithstanding, a Period of
Severance shall not commence if the Participant is:

(A)  On an authorized leave of absence in accordance with standard personnel
policies applied in a nondiscriminatory manner to all Employees similarly
situated and returns to active Employment by the Employer or Affiliate
immediately upon the expiration of such leave of absence;

(B)  On a military leave while such Employee's re-employment rights are
protected by law and returns to active Employment within ninety days after his
or her discharge or release (or such longer period as may be prescribed by law);
or

(C)  Absent from work by reason of (i) the pregnancy of the Employee, (ii) the
birth of a child of the Employee, or (iii) the placement of a child with the
Employment in connection with the adoption of such child by such Employee, or
(iv) the care of such child for a period beginning immediately following such
birth or placement.  In determining when such a Participant's Period of
Severance begins, the Participant will be credited with (i) for purposes of the
elapsed time method, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence; or (ii) for purposes of the
hourly records method, the Hours of Service he or she would normally have had
but for such absence, or if such Hours cannot be determined, eight Hours of
Service for each day of such absence; provided, however, that such Hours of
service shall not exceed 50% and shall be credited only in the year in which
such absence began if such crediting would prevent the Participant from
incurring a Period of Severance in that year, or in any other case, shall be
credited in the immediately following year.

1.74  PLAN:  The plan established by the Employer in the form of this Prototype
Plan and the applicable Adoption Agreement executed by the Employer.  The Plan
shall have the name specified in the Adoption Agreement.

1.75  PLAN YEAR:  Each 12-consecutive month period ending on the date specified
in the Adoption Agreement, during any part of which the Plan is in effect.


                                          8

<PAGE>

1.76  PROTOTYPE PLAN:  The Merrill Lynch Special Prototype Defined Contribution
Plan set forth in this document, as amended or restated from time to time.

1.77  QUALIFIED JOINT AND SURVIVOR ANNUITY:  An immediate annuity for the life
of Participant with a survivor annuity continuing after the Participant's death
to the Participant's Surviving Spouse for the Surviving Spouse's life in an
amount equal to 50% of the amount of the annuity payable during the joint lives
of the Participant and such Surviving Spouse and which is the actuarial
equivalent of a single life annuity which could be provided for the Participant
under an Annuity Contract purchased with the aggregate vested Account Balances
of the Participant's Accounts at the Benefit Commencement Date.

1.78  QUALIFIED MATCHING CONTRIBUTIONS:  Matching Contributions which, pursuant
to the election made by the Employer, and in accordance with Code Section
401(m), are nonforfeitable when made and subject to the limitation on
distribution set forth in the definition of Qualified Nonelective Contributions.

1.79  QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT:  The Account established for a
Participant pursuant to Section 3.8.7.

1.90  QUALIFIED NONELECTIVE CONTRIBUTIONS:  Contributions (other than Matching
401(k) Contributions, Qualified Matching 401(k) Contributions or Elective
Deferrals), if any, made by the Employer which the Participant may not elect to
receive in cash until distributed from the Plan, which are nonforfeitable when
made, and which are not distributable under the terms of the Plan to
Participants or their Beneficiaries earlier than the earlier of:

(A)  termination of Employment, death, or Disability of the Participant;

(B)  attainment of the age 59-1/2 by the Participant;

(C)  termination of the Plan without establishment of another Defined
Contribution Plan by the Employer or an Affiliate;

(D)  disposition by the Employer or Participating Affiliate to an unrelated
corporation of substantially all of its assets used in a trade or business if
such unrelated corporation continues to maintain this Plan after the disposition
but only with respect to Employees who continue employment with the acquiring
unrelated entity.  The sale of 85% of the assets used in a trade or business
will be deemed a sale of "substantially all" the assets used in a trade or
business;

(E)  sale by the Employer to an unrelated entity of its interest in an Affiliate
if such unrelated entity continues to maintain the Plan but only with respect to
Employees who continue employment with such unrelated entity; and

(F)  effective for Plan Years beginning before January 1, 1989, upon the
hardship of the Participant.

1.81  QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT.  The Account established for
a Participant pursuant to Section 3.8.7.

1.82  QUALIFIED PLAN:  A Defined Benefit Plan or Defined Contribution Plan.

1.83  QUALIFYING EMPLOYER SECURITIES:  Employer securities, as that term is
defined in ERISA Section 407(d)(5).

1.84  ROLLOVER CONTRIBUTION:  A contribution described in Section 3.3.

1.85  ROLLOVER CONTRIBUTIONS ACCOUNT:  The Account established for a Participant
pursuant to Section 3.8.9.

1.86  SELF-EMPLOYED INDIVIDUAL:  An individual who has Earned Income for the
Plan Year involved from the trade or business for which the Plan is established,
or who would have had such Earned Income but for the fact that the trade or
business with respect to which the Plan is established had no Net Profits for
that Plan Year.

1.87  SOCIAL SECURITY RETIREMENT AGE:  Age 65 in the case of a Participant
attaining age 62 before January 1, 2000 (I.E., born before January 1, 1938), age
66 for a Participant attaining age 62 after December 31, 1999, and before
January 1, 2017 (I.E., born after December 31, 1937, but before January 1,
1955), and age 67 for a Participant attaining age 62 after December 31, 2016
(I.E., born after December 31, 1954).

1.88  SPONSOR:  The mass submitter, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and any successor thereto, and any other qualifying sponsoring
organization who sponsors with the consent of the mass submitter, the Prototype
Plan and makes the Prototype Plan available for adoption by Employers.

1.89  SPOUSE.  The person married to a Participant, provided that a former
spouse will be treated as the Spouse to the extent provided under a "qualified
domestic relations order" (or a "domestic relations order" treated as such) as
referred to in Section 12.6.


                                          9

<PAGE>

1.90  SURVIVING SPOUSE:  The person married to a Participant on the earliest of:

(A)  the date of the Participant's death;

(B)  the Participant's Benefit Commencement Date; or

(C)  the date on which an Annuity Contract is purchased for the Participant
providing benefits under the Plan.

Anything contained herein to the contrary notwithstanding, a former spouse will
be treated as the Surviving spouse to the extent provided under a "qualified
domestic relations order" (or a "domestic relations order" treated as such) as
referred to in section 12.6.

1.91  TAXABLE WAGE BASE:  The maximum amount of earnings which may be considered
"wages" for the Plan Year involved under Code section 3121(a)(1).

1.92  TRANSFERRED ACCOUNT:  The Account established for a Participant pursuant
to Section 3.8.10.

1.93  TRUST:  The trust established under the Plan to which Plan contributions
are made and in which Plan assets are held.

1.94  Trust Fund:  The assets of the Trust held by or in the name of the
Trustee.

1.95  TRUSTEE:  The person appointed as Trustee pursuant to Article X and any
successor Trustee.

1.96  VALUATION DATE:  The last business day of each Plan Year, the date
specified in the Adoption agreement or determined pursuant to Section 10.6, if
applicable, and each other date as may be determined by the Administrator.

1.97  VESTING SERVICE:  The Years of Service credited to a Participant under
Article IV for purposes of determining the Participant's vested percentage in
any Employer account established for the Participant.

1.98  YEARS OF SERVICE:  If the Employer elects the hourly records method in the
Adoption Agreement, an employee shall be credited with one Year of Service for
each Plan Year in which he or she has 1,000 Hours of Service.  Solely for
purposes of eligibility to participate, an employee shall be credited with a
Year of Service on the last day of the 12-consecutive month period which begins
on the first day on which he or she has an Hour of Service, if he or she has at
least 1,000 Hours of service in that period.

If an employee fails to be credited with a Year of Service on such date, he or
she shall be credited with a Year of service on the last day of each succeeding
12-consecutive month period in which he or she is credited with at least 1,000
Hours of Service.

If the Employer elects the elapsed time method in the Adoption Agreement, the
Employee's Years of Service shall be a span of service equal to the sum of:

(A)  the period commencing on the date the Employee first performs an Hour of
Service and ending on the date he or she quits, retires, is discharged, dies, or
if earlier, the 12-month anniversary of the date on which the Employee was
otherwise first absent from service (with or without pay) for any other reason;
and

(B)  (i) if the Employee quits, retires, or is discharged, the period commencing
on the date the employee terminated his or her Employment and ending on the 
first date on which he or she again performs an Hour of Service, if such date 
is within 12 months of the date on which he or she last performed an Hour of
Service; or

(ii)  if the Employee is absent from work for any other reason and, within 12
months of the first day of such absence, the Employee quits, retires or is
discharged, the period commencing on the first day of such absence and ending on
the first day he or she again performs an Hour of Service if such day is within
12 months of the date his or her began.

With respect to both the elapsed time method and the hourly record method,
service with a predecessor employer, determined in the manner in which the rules
of this Plan would have credited such service had the Participant earned such
service under the terms of this Plan, may be included in Years of Service, as
specified in the Adoption Agreement.

                              ARTICLE II  PARTICIPATION

2.1  ADMISSION AS A PARTICIPANT

2.1.1  An Eligible Employee shall become a Participant on the Entry date
coincident with or next following the date on which he or she meets the
eligibility requirements specified in the Adoption Agreement; provided, however
that:

(A)  an Eligible Employee who has met the eligibility requirements as of the
first day of the Plan year in which the Plan is adopted as a new Plan shall
become a Participant as of such date;

(B)  an Eligible Employee who had met the eligibility requirements of a plan 
that is restated and/or amended to become this Plan shall become a 
Participant as of the date this Plan is adopted; and



                                          10

<PAGE>

(C)  if selected in the Adoption Agreement, an Eligible Employee shall become a
Participant on the effective date of the Plan providing he or she is an Eligible
Employee on such date.

2.1.2  An Employee who did not become a Participant on the Entry Date coincident
with or next following the day on which he or she met the eligibility
requirements because he or she was not then an Eligible Employee shall become a
Participant on the first day on which he or she again becomes an Eligible
Employee unless determined otherwise in accordance with Section 2.3.1 of the
Plan.

2.1.3  If the Plan includes a CODA or thrift feature, in addition to the
participation requirements set forth in Section 2.1.1, an Eligible Employee
shall become a Participant upon filing his or her 401(k) Election or election to
make Employee Thrift Contributions with the Administrator.  An election shall
not be required if the Employer has elected to make contributions to an Employer
Account and/or Qualified Nonelective Contributions with respect to all Eligible
Participants.

2.1.4  An individual who has ceased to be a Participant and who again becomes an
Eligible Employee shall become a Participant immediately upon reemployment as an
Eligible Employee unless determined otherwise in accordance with Section 2.3.1
of the Plan.

2.2  ROLLOVER MEMBERSHIP AND TRUST TO TRUST TRANSFER

An Eligible Employee who makes a Rollover Contribution or a trust to trust
transfer shall become a Participant as of the date of such contribution or
transfer even if he or she had not previously become a Participant, Such an
Eligible Employee shall be a Participant only for the purposes of such Rollover
Contribution or transfer and shall not be eligible to share in contributions
made by the Employer until he or she has become a Participant in accordance with
Section 2.l.

2.3  CREDITING OF SERVICE FOR ELIGIBILITY PURPOSES

2.3.1  For purposes of eligibility to participate, an Eligible Employee or
Participant without any vested interest in any Employer Account and without an
Elective Deferrals Account who terminates Employment shall lose credit for his
or her Years of Service prior to such termination of Employment if his or her
Period of Severance equals or exceeds five years or, if greater, the aggregate
number of Years of Service.

2.3.2.  For purposes of eligibility to participate, a Participant who has a
vested interest in any Employer Account and who terminates Employment shall
retain credit for his or her Years of Service prior to such termination of
Employment without regard to the length of his or her Period of Severance.  In
the event such Participant returns to Employment, he or she shall participate
immediately.

2.3.3  A former Eligible Employee who was not a Participant who again becomes an
Eligible Employee with no Years of Service to his or her credit shall be treated
as a new Employee.

2.4  TERMINATION OF PARTICIPATION

A Participant shall cease to be a Participant:

(A)  upon his or her death;

(B)  upon the payment to him or her of all nonforfeitable benefits due to him or
her under the Plan, whether directly or by the purchase of an Annuity Contract;
or

(C)  upon his or her Nonvested Separation.

2.5  LIMITATION FOR OWNER-EMPLOYEE

2.5.1  If the Plan provides contributions or benefits for one or more
Owner-Employees who control the trade or business for which this Plan is
established and who also control as an Owner-Employee or as Owner-Employees one
or more other trades or businesses, this Plan and the plan established for each
such other trade or business must, when looked at as a single plan, satisfy the
requirements of Code Sections 401(a) and (d) with respect to the employees of
this and all of such other trades or businesses.

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

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

                                          11

<PAGE>

individual under the most affordable plan of the trade or business which is not
controlled.

2.5.4  For purposes of the preceding three subsections, 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:

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

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

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

2.6  CORRECTIONS WITH REGARD TO PARTICIPATION

2.6.1  If in any Plan Year an eligible employee who should be included as a
Participant in the plan is erroneously omitted and discovery of such omission is
not made until after a contribution by the Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Eligible Employee in the amount which would have contributed with respect to
such Eligible Employee had he or she not been omitted.  Such contribution shall
be made whether or not it is deductible in whole or in part in any taxable year
under applicable provisions of the Code.  It shall be the responsibility of the
Employer and Administrator to take any and all actions as required by this
Section 2.6.1.

2.6.2  If in any Plan Year any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
amount contributed on behalf of such ineligible person shall constitute a
forfeiture for the Plan Year in which the discovery is made.  It shall be the
responsibility of the Employer and Administrator to take any and all actions as
required by this Section 2.6.2.

2.7  PROVISION OF INFORMATION

Each Employee shall execute such forms as may reasonably be required by the
Administrator, and shall make available to the Administrator any information the
Administrator may reasonably request in this regard.  By virtue of his or her
participation in this Plan, an Employee agrees, on his or her own behalf and on
behalf of all persons who may have or claim any right by reason of the
Employee's participation in the Plan, to be bound by all provisions of the Plan.

                                     ARTICLE III
                              CONTRIBUTIONS AND ACCOUNT
                                     ALLOCATIONS

3.1  EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

3.1.1  If the Plan is a profit-sharing plan, the Employer will contribute cash
and/or Qualifying Employer Securities to the Trust Fund, in such amount, if any,
as specified in the Adoption Agreement and with respect to Qualifying Employer
Securities as is consistent with Sections 10.4.2 and 10.4.3.  If the Plan is a
profit-sharing plan, Net Profits may be necessary for an employer to make
contributions, as specified in the Adoption Agreement.  Employer Contributions
for a Plan Year will be allocated no later than the last day of the Plan Year to
the Employer Contributions Account of Participants eligible for an allocation in
the manner specified in the Adoption Agreement.  A not-for-profit corporation
may adopt a profit-sharing plan as an incentive plan; provided, however, that
such a plan may not contain a CODA feature unless otherwise permitted by law.

3.1.2  If the Plan is a money purchase pension plan, the Employer will
contribute cash to the Trust Fund in an amount equal to that percentage of the
Compensation of each Participant eligible for an allocation of Employer
contributions for that Plan Year as specified in the Adoption Agreement. 
Employer Contributions for the Plan Year will be allocated as of the last day of
the Plan Year to the Employer Contributions Accounts of Participants eligible
for an allocation and entitled to share in such contributions in the manner
specified in the Adoption Agreement.

3.1.3  If the Plan is a target benefit plan, the Employer will contribute cash
to the Trust Fund in an amount specified in the Adoption Agreement.  The amount
contributed with respect to the targeted benefit of each Participant eligible
for an allocation for that Plan Year will be allocated as of the last day of the
Plan Year to the Participant's Employer Contributions Account in the manner
specified in the Adoption Agreement.

3.1.4  If the Employer elects in the Adoption Agreement to make contributions 
on behalf of a Participant whose Employment terminated due to Disability, 
"Compensation" shall mean, with respect


                                          12

<PAGE>

to such Participant, the Compensation he or she would have received for the 
entire calendar year in which the Disability occurred if he or she had been 
paid for such year at the rate at which he or she was being paid immediately 
prior to such Disability.  Employer Contributions may be taken into account 
only if the Participant is a Nonhighly Compensated Employee and contributions 
made on his or her behalf are nonforfeitable.

3.1.5  If an Employer has adopted more than one Adoption Agreement, or has
adopted a plan pursuant to the Merrill Lynch Special Prototype Defined Benefit
Plan and Trust, only one Adoption Agreement may be integrated with Social
Security.

3.1.6  For purposes of the Plan, contributions provided by the "leasing
organization" referred to in Section 1.37 of a Leased Employee which are
attributable to services performed for the Employer shall be treated as provided
by the Employer.

3.2  PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS

3.2.1  If elected by the Employer in the Adoption Agreement, each Participant
while actively employed may make Participant Voluntary Nondeductible
Contributions in cash in a dollar amount or a percentage of Compensation which
does not, when included in the Contribution Percentage Amount, exceed the
limitations set forth in Code Section 401(m).

3.2.2  Participant Voluntary Nondeductible Contributions shall be made in
accordance with rules and procedures adopted by the Administrator.

3.3  ROLLOVER CONTRIBUTIONS AND TRUST TO TRUST TRANSFERS

3.3.1  Any Eligible Employee or Participant may make a Rollover Contribution
under the Plan.  A Rollover Contribution shall be in cash or in other property
acceptable to the Trustee and shall be a contribution attributable to (a) a
"qualified total distribution" (as defined in Code Section 402(a)(5)),
distributed to the contributing Employee under Code Section 402(a)(5) from a
Qualified Plan or distributed to the Employee under Code Section 403(a)(4) from
an "employee annuity" or referred to in that section, or (b) a payout or
distribution to the Employee referred to in Code Section 408(d)(3) from an
"individual retirement account" or an "individual retirement annuity" described,
respectively, in Code Section 408(a) or Section 408(b) consisting exclusively of
amounts attributable to "qualified total distributions" (as defined in Code
Section 402(a)(5)) from a Qualified Plan.

The Plan shall not accept a Rollover Contribution attributable to any
accumulated deductible employee contributions as defined by Code Section
72(o)(5)(B).  The Trustee may condition acceptance of a Rollover Contribution
upon receipt of such documents as it may require.  In the event that an Employee
makes a contribution pursuant to this Section 3.3 intended to be a Rollover
Contribution but which did not qualify as a Rollover Contribution, the Trustee
shall distribute to the Employee as soon as practicable after that conclusion is
reached the entire Account balance in his or her Rollover Contributions Account
deriving from such contributions determined as of the valuation date coincident
with or immediately preceding such discovery.

3.3.2  Any Eligible Employee or Participant may direct the Administrator to
direct the Trustee to accept a transfer to the Trust Fund from another trust
established pursuant to another Qualified Plan of all or any part of the assets
held in such other trust.  The Plan shall not accept a direct transfer
attributable to accumulated deductible employee contributions as defined by Code
Section 72(o)(5)(B).  The Trustee may condition acceptance of such a trust to
trust transfer upon receipt of such documents as it may require.

3.4  SECTION 401(k) CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.4.1  ELECTIVE DEFERRALS

(A)  AMOUNT OF ELECTIVE DEFERRALS

Subject to the limitations contained in SECTION 3.4.2, the Employer will
contribute cash to the Trust Fund in an amount equal to:

(i)  as specified on the Participant's 401(k) Election form, the specific dollar
amount, or the deferral percentage multiplied by each such Participant's
Compensation; or

(ii)  a bonus contribution made pursuant to Section 3.4.1(C).

(B)  The amount elected by a Participant pursuant to a 401(k) Election shall be
determined within the limits specified in the Adoption Agreement.  The 401(k)
Election shall be made on a form provided by the Administrator but no election
shall be effective prior to approval by the Administrator.  The Administrator
may reduce the amount of any 401(k) Election, or make such other modifications
as necessary, so that the Plan complies with the provisions of the Code.  A
Participant's 401(k) Election shall remain in effect


                                          13

<PAGE>

until modified or terminated.  Modification or termination of a 401(k) Election
shall be made at such time as specified in the Adoption Agreement.

(C)  If elected by the Employer in the Adoption Agreement, an Eligible employee
may make a 401(k) Election to have an amount withheld up to the amount of any
bonus payable for such Plan Year and direct the Employer to contribute the
amount so withheld to his or her Elective Deferrals Account.

3.4.2  LIMITATION ON ELECTIVE DEFERRALS

(A)  MAXIMUM AMOUNT OF ELECTIVE DEFERRALS AND DISTRIBUTION OF EXCESS ELECTIVE
DEFERRALS

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

(ii)  Notwithstanding any other provision of the Plan, Excess Elective deferrals
made to this Plan or assigned to this Plan, plus any income and minus any loss
allocable thereto, shall be distributed no later than April 15, 1988, and each
April 15 thereafter, to Participants to whose accounts Excess Elective Deferrals
were designated for the preceding Plan Year and who claim Excess Elective
Deferrals for such taxable year.  Excess elective deferrals shall be treated as
Annual Additions.

(iii)  CLAIMS.  A Participant may designate to this Plan any amount of his or
her Elective Deferrals as Excess Elective Deferrals during his or her taxable
year.  A Participant's claim shall be in writing, shall be submitted to the
Administrator no later than March 1, shall specify the Participant's Excess
Elective Deferral for the preceding Plan Year, and shall be accompanied by the
Participant's written statement that if such amounts are not distributed, such
Excess Elective Deferral, when added to amounts deferred under other plans or 
arrangements described in Code Section 401(k), Code Section 408(k), Code 
Section 403(b) or Code Section 457, exceeds the limit imposed on the 
Participant by Code Section 402(g) for the year in which the deferral 
occurred. A Participant is deemed to notify the 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 or an 
Affiliate.

(iv)  DETERMINATION OF INCOME OR LOSS.  Excess Elective Deferrals shall be 
adjusted for income or loss up to the date of distribution. The income or 
lots allocable to Participant's Excess Elective Deferrals is the sum of: (1) 
the income or loss allocable to the Participant's Elective Deferrals Account 
for the Participant's taxable year multiplied by a fraction, the numerator of 
which is the Participant's Excess Elective Deferrals for the Participant's 
taxable year and the denominator of which is the Account Balance of the 
Participant's Elective Deferrals Account without regard to any income or loss 
occurring during such taxable year; and (2) ten percent of the amount 
determined under (1) multiplied by the number of whole calendar months 
between the end of the Participant's taxable year and the date of 
distribution occurs after the 15th of such month.

Anything in the preceding paragraph of this Section 3.4.2(A)(iv) to the 
contrary notwithstanding, any reasonable method for computing the income or 
loss allocable to Excess Elective Deferrals may be used, provided that such 
method is used consistently for all Participants and for all corrective 
distributions under the Plan, and is used by the Plan for allocating income 
or loss to Participants' Accounts, Income or loss allocable to the period 
between the end of the taxable year and the date of distribution may be 
disregarded in determining income or loss.

(B)  ADP TEST.

The Average Actual Deferral Percentage for Highly Compensated Employees for 
each Plan Year and the Average Actual Deferral Percentage for Nonhighly 
Compensated Employees for the same Plan Year must satisfy one of the following 
tests.

(i)  The Average Actual Deferral Percentage for Eligible Participants who are 
Highly Compensated Employees for the Plan Year shall not exceed the Average 
Actual Deferral Percentage for Eligible Participants who are Nonhighly 
Compensated Employees for the Plan Year multiplied by 1.25; or

(ii)  The Average Actual Deferral Percentage for Eligible Participants who 
are Highly Compensated Employees for the Plan Year shall not exceed the 
Average Actual Deferral Percentage for Eligible Participants who are 
Nonhighly Compensated Employees for the Plan Year multiplied by 2.0; provided 
that the Average Actual Deferral Percentage for Eligible Participants who are 
Highly Compensated Employees does not exceed the Average Actual Deferral 
Percentage for Participants who are Nonhighly Compensated Employees by more 
than two percentage points.

                                      14

<PAGE>


(C)  SPECIAL ACTUAL DEFERRAL PERCENTAGE RULES

(i)  The Actual Deferral Percentage for any Eligible Participant who is a 
Highly Compensated Employee for the Plan Year and who is eligible to have 
Elective Deferrals and Qualified Matching Contributions or Qualified 
Nonelective Contributions, or both, if treated as Elective Deferrals for 
purposes of the ADP Test, allocated to his or her accounts under two or more 
plans or arrangements described in Code Section 401(k) that are maintained by 
the Employer shall be determined as if all such Elective Deferrals, Qualified 
Matching Contributions and Qualified Nonelective Contributions 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.

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

(iii)  For purposes of determining the Actual Deferral Percentage of an 
Eligible Participant who is a 5% owner or one of the ten most highly paid 
Highly Compensated Employees, the Elective Deferrals (and Qualified Matching 
Contributions or Qualified Nonelective Contributions, or both, if treated as 
Elective Deferrals for purposes of one of the tests referred to in Section 
3.4.2(B)) and CODA Compensation of such Participant shall include the 
Elective Deferrals (and, if applicable, Qualified Matching Contributions, 
Qualified Nonelective Contributions) and CODA Compensation for the Plan Year 
of Family Members.  Family Members with respect to such Highly Compensated 
Employees shall be disregarded as separate employees in determining the 
Actual Deferral Percentage both for Eligible Participants who are Nonhighly 
Compensated Employees and for Eligible Participants who are Highly 
Compensated Employees.

(iv)  For purposes of determining the ADP Test, Elective Deferrals, Qualified 
Matching Contributions, and Qualified Nonelective must be made before the 
last day of the 12-month period immediately following the Plan Year to which 
such contributions relate.

(v)  The Employer shall maintain records sufficient to demonstrate 
satisfaction of the ADP Test and the a-mount of Qualified Nonelective 
Contributions and/or Qualified Matching Contribution used in such test.

(vi)  The determination and treatment of the Elective Deferrals, Qualified 
Matching Contributions, and Qualified Nonelective Contributions, used in the 
ADP Test shall satisfy such other requirements as may be prescribed by the 
Secretary of the Treasury.

(D)  DISTRIBUTION OF EXCESS CONTRIBUTIONS

(i)  IN GENERAL.  Notwithstanding any other provision of the Plan except 
Section 3.4.2(E), Excess Contributions, plus any income and minus any loss 
allocable thereto, shall be distributed no later than the last day of each 
Plan Year beginning after December 31, 1987, to Participants to whose 
Accounts Elective Deferrals, Qualified Matching Contributions, and Qualified 
Nonelective Contributions were allocated for the preceding Plan Year(1). 
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 Actual Deferral 
Percentage.  Excess Contributions shall be treated as Annual Additions.

(ii)  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) the income or 
loss allocable to the Participant's Elective Deferrals Account (and, if 
applicable, the Qualified Nonelective Contributions 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 of which is the Account Balances of 
Participant's Elective Deferrals Account, Qualified Nonelective Contributions 
Account and Qualified Matching Contributions Account if any of such 
contributions

----------
(1)  Distribution of Excess Contributions on or before the last day of the 
Plan Year after the Plan Year in which such excess amounts arose is required 
under Code Section 401(k)(8) if the Plan is to maintain its tax-qualified 
status.  However, if such excess amounts, plus any income and minus any loss 
allocable thereto, are distributed more than 2-1/2 months after the last day 
of the Plan Year in which such excess amounts arose, then Code Section 4979 
imposes a 10% excise tax on the employer maintaining the plan with respect to 
such amounts.

                                       15

<PAGE>

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 (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.

Anything in the preceding paragraph of this Section 3.4.2(D)(ii) to the 
contrary notwithstanding, any reasonable method for computing the income or 
loss allocable to Excess Contributions may be sued, provided that such method 
is used consistently for all Participants and for all corrective 
distributions under the Plan for the Plan Year, and is used by the Plan for 
allocating income or loss to Participant's Accounts. Income or loss allocable 
ot the period between the end of the Plan Year and the date of distribution 
may be disregarded in determining income or loss.

(iii)  ACCOUNTING FOR EXCESS CONTRIBUTIONS.  Amounts distributed under this 
Section 3.4.2(D) shall first be distributed from the Participant's Elective 
Deferrals Account and Qualified Matching Contributions Account in proportion 
to the Participant's Elective Deferrals and Qualified Matching Contibutions 
(to the extent used in the ADP Test) for the Plan Year. Excess Contributions 
shall be distributed from the Participant's Qualified Nonelective 
contributions Account only to the extent that such Excess Contributions 
exceed the balance in the Participant's Elective Deferrals Account and 
Qualified Matching Contributions Account.

(E)  In lieu of distributing Excess Contributions pursuant to the preceding 
Section 3.4.2(D), and as specified in the Adoption Agreement, the Employer 
may make special Qualified Nonelective Contributions on behalf of Nonhighly 
Compensated Employees that are sufficient to satisfy the ADP Test.

(F)  In lieu of distributing Excess Contributions, the Participant may treat 
his or her Excess Contributions as an amount distributed and then 
re-contributed by such Participant. Recharacterized amounts are 100% 
nonforfeitable and subject to the same distribution requirements as Elective 
Deferrals. Amounts may not be re-characterized by a Highly Compensated 
Employee to the extent that such amount in combination with other amounts 
made to the Participant's Participant Contibutions account would exceed any 
stated limit on such contributions, as specified in the Adoption Agreement. 
If Excess Contributions are re-characterized, they must be so no later than 
two and one half months after the last day of the Plan Year in which such 
Excess Contributions arose and they are deemed to occur no earlier than the 
date the last Highly Compensated Employee is informed in writing of the 
amount re-characterized and the consequences thereof. Recharacterized amounts 
are taxable to the Participant for the tax year in which he or she would have 
received such contributions in cash.

(G)  Under no circumstances may Elective Deferrals, Qualified Matching 
Contributions and Qualified Nonelective Contributions be contributed and 
allocated to the Trust later than the last day of the 12-month period 
immediately following the Plan Year to which such contributions relate.

3.5  MATCHING 401(k) CONTRIBUTIONS

3.5.1  AMOUNT OF MATCHING CONTRIBUTIONS.  Subject to the limitations 
contained in Sections 3.9 and 3.5.2, for each Plan Year the Employer will 
contribute in cash and/or Qualifying Employer Securities, Matching 401(k) 
Contributions to the Trust Fund in an amount, if any, calculated by reference 
to the Participant's Elective Deferrals as specified in the Adoption 
Agreement.

3.5.2  LIMITATION ON CONTRIBUTION PERCENTAGE

(A) ACP Test

The Average Contribution Percentage for Eligible Participants who are Highly 
Compensated Employees for the Plan Year and the Average Contributions 
Percentage for Eligible Participants who are Nonhighly Compensated Employees 
for the same Plan Year must satisfy one of the following tests:

(i)  the Average Contribution Percentage for Eligible Participants who are 
Highly Compensated Employees for the Plan Year shall not exceed the Average 
Contribution Percentage for Eligible Participants who are Nonhighly 
Compensated Employees for the same Plan Year multiplied by 1.25; or

(ii)  the Average Contribution Percentage for Eligible Participants who are 
Highly Compensated Employees shall not exceed the Average Contribution 
Percentage for Eligible Participants who are Nonhighly Compensated Employees 
by more than two percentage points or such lesser amount as the Secretary of 
the Treasury shall prescribe to prevent the multiple use of this alternative 
limitation with respect to any Highly Compensated Employee.

(B)  SPECIAL AVERAGE CONTRIBUTION PERCENTAGE RULES

(i) For purposes of this Section 3.5.2, the Contribution Percentage for any 
Eligible Participant who is a Highly Compensated Employee for the Plan Year 
and who is eligible to have Matching 401(k) Contributions


                                       16

<PAGE>

or Matching Thrift Contributions, as the case may be (other than Qualified 
Matching Contributions), allocated to his or her account under two or more 
qualified plans described in Code Section 401(a), or arrangements described 
in Code Section 401(k) shall be determined as if the total of such 
Contribution Percentage Amounts was made under each plan.

If a Highly Compensated Employee participates in 2 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.

(ii)  In the event that this Plan satisfies the requirements of Code Section 
410(b) only if aggregated with one or more other plans, or if one or more 
other plans satisfy the requirements of Code Section 410(b) only if 
aggregated with this Plan, then this Section 3.5.2 shall be applied by 
determining the Contribution Percentages 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 Code Section 401(m) only if they have 
the same plan year.

(iii)  For purposes of determining the Contribution Percentage of an Eligible 
Participant who is a 5% owner or one of the 10 most highly-paid Highly 
Compensated Employees, the Contribution Percentage Amounts and the CODA 
Compensation of such Participant shall include the Contribution Percentage 
Amounts and CODA Compensation for the Plan Year of Family Members.  Family 
Members with respect to Highly Compensated Employees shall be disregarded as 
separate employees in determining the Contribution Percentage both for 
Participants who are Nonhighly Compensated Employees and for Participants who 
are Highly Compensated Employees.

(iv)  For purposes of determining the ACP Test, Matching 401(k) 
Contributions, Matching Thrift 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 close of the 
Plan Year.

(v)  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.

(C) MULTIPLE USE

If one or more Highly Compensated Employees participate in both a cash or 
deferred arrangement and a plan subject to the ACP Test and the sum of the 
Actual Deferral Percentage and the Actual Contribution Percentage of those 
Highly Compensated Employees exceeds the "aggregate limit", then the Actual 
Contribution Percentage of those Highly Compensated Employees will be 
reduced, beginning with such Highly Compensated Employee whose Actual 
Contribution Percentage is the highest, so that the limit is not exceeded.

The amount by which each Highly Compensated Employee's Contribution 
Percentage is reduced shall be treated as an Excess Aggregate Contribution.  
The Actual Deferral Percentage and Actual Contribution Percentage of the 
Highly Compensated Employees are determined after any corrections required to 
meet the ADP Test and the ACP Test.  Multiple use does not occur if either 
the Average Deferral Percentage or Actual Contribution Percentage of the 
Highly Compensated Employees does not exceed 1.25 multiplied by the Actual 
Deferral Percentage and the Actual Contribution Percentage of the Nonhighly 
Compensated Employees. (i) The "aggregate limit" is the sum of (1) 125% of 
the greater of the Actual Deferral Percentage for Participants who are 
Nonhighly Compensated Employees for the Plan Year or the Actual Deferral 
Percentage for Participants who are Nonhighly Compensated Employees for the 
Plan Year beginning with or within the Plan Year and (2) the lesser of 200% 
or two plus the lesser of such Actual Deferral Percentage or Actual 
Contribution Percentage.  "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.

(D)  FORFEITURE OF EXCESS AGGREGATE CONTRIBUTIONS

(i)  IN GENERAL.  Notwithstanding any other provision of this Plan, Excess 
Aggregate Contributions, plus any income and minus any loss allocable 
thereto, shall be forfeited and applied to reduce subsequent Matching 401(k) 
Contributions or Matching Thrift Contributions, as the case may be.  No 
forfeitures arising under this Section 3.6.2(D) shall be allocated to the 
account of any Highly Compensated Employee. If not forfeitable, Excess 
Aggregate Contributions shall be distributed no later than the last day of 
each Plan Year beginning after December 31, 1987, 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

                                          17

<PAGE>

aggregation rules shall be allocated among the Family Members in proportion 
to the amounts constituting Contribution Percentage Amounts of each Family 
Member that is combined to determine the combined Actual Contribution 
Percentage. Excess Aggregate Contributions shall be treated as Annual 
Additions. Anything above to the contrary notwithstanding, any forfeiture or 
distribution under this Section 3.5.2(D)(i) shall occur only if sufficient 
Employee Thrift Contributions and/or Participant Voluntary Nondeductible 
Contributions, as the case may be, are not distributed from the qualified 
plan holding such Employee Thrift Contributions and/or Participant Voluntary 
Nondeductible Contributions, as the case may be. (2)

(ii) DETERMINATION OF INCOME OR LOSS. Excess Aggrgate Contributions 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) the 
income or loss allocable to the Participant's Matching 401(k) Contribution 
Account or Matching Thrift 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 Deferrals 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 of which is 
the Participant's Account Balance(s) attributable to Contribution Percentage 
Amounts without regard to any income or loss occurring during such Plan Year; 
and (2) 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.

Anything in the preceding paragraph of this Section 3.5.2(D)(ii) to the 
contrary notwithstanding, any reasonable method for computing the income or 
loss allocable to Excess Aggregate Contributions may be used, provided that 
such method is used consistently for all Participants and for all corrective 
distributions under the Plan for the Plan Year, and is used by the Plan for 
allocating income or loss to Participants' Accounts. Income or loss allocable 
to the period between the end of the Plan Year and the date of distribution 
may be disregarded in determining income or loss.

(iii) The determination of the Excess Aggregate Contributions shall be made 
after first determining the Excess Elective Deferrals, and then determining 
the Excess Contributions.

3.5.3 For purposes of determining the ACP Test, Qualified Nonelective 
Contributions, Matching 401(k) Contributions and Matching Thrift 
Contributions will be considered made for a Plan Year if paid to the Trustee 
no later thanthe end of the 12-month period beginning on the day after the 
close of the Plan Year.

3.6 THRIFT CONTRIBUTIONS

3.6.1 EMPLOYEE THRIFT CONTRIBUTIONS. If elected by the Employer in the 
Adoption Agreement to provide for Employee Thrift Contributions, the Employer 
will contribute cash to the Trust Fund in an amount equal to (A) the Employee 
Thrift Contribution percentage of each Participant on his or her Employee 
Thrift Contribution election form multiplied by each such Participant's 
Compensation or (B) the specific dollar amount set forth on the Participant's 
election form. The amount elected by a Paricipant pursuant to a Participant's 
Employee Thrift Contribution election shall be determined within the limits 
specified in the Adoption Agreement. Such election shall be made on a form 
provided by the Administrator but no election shall be effective prior to 
approval by the Administrator.

The Administrator may reduce the amount of any Employee Thrift Contribution, 
or make such other modifications as necessary, so that the Plan complieswith 
the provisions of the Code. A Participant's election shall remain in effect 
until modified or terminated at such times as specified in the Adoption 
Agreement.

3.6.2 MATCHING THRIFT CONTRIBUTIONS. Subject to the limitations contained in 
Sections 3.9 and 3.5.2, for each Plan Year the Employer will contribute in 
cash and/or Qualifying Employer Securities, Matching Thrift Contributions to 
the Trust Fund in an amount, if any, calculated by reference to the 
Participants' Employee Thrift Contributions, as specified in the Adoption 
Agreement.

Matching Thrift Contributions made by the Employer will be allocated to the 
Matching Thrift Contributions Account of those Participants who have 
contributed Employee Thrift Contributions to the Plan, as specified in the 
Adoption Agreement.

-------------------------
(2) Distribution or Forfeiture of Excess Aggregate Contributions on or before 
the last day of the Plan Year after the Plan Year in which such excess 
amounts arose is required under Code Section 401(m)(6) if the Plan is to 
maintain its tax-qualified status. However, if such excess amounts, plus any 
income and minus any loss allocable thereto, are distributed more than 2 1/2 
months after the last day of the Plan Year in which such excess amounts 
arose, then Code Section 4979 imposes a 10% excise tax on the employer 
maintaining the plan with respect to such amounts.


                                      18

<PAGE>

3.7  TREATMENT OF FORFEITURES

3.7.1 If the Employer has elected in the Adoption Agreement to reallocate 
forfeitures for a Plan Year among Participants, then such forfeitures, if 
any, shall be allocated as of the last day of the Plan Year to the Employer 
Accounts of those Participants who are eligible to share in the allocation of 
contributions to that particular Employer Account (whether or not a 
contribution was made for that Plan Year) for that Plan Year in that 
particular Employer Account category with respect to which such forfeitures 
are attributable.  If the Plan is a Target Benefit Plan, forfeitures may only 
be used to reduce Employer Contributions, in accordance with Section 3.7.2.

3.7.2 If the Employer has elected in the Adoption Agreement to use forfeiture to
reduce contributions, then forfeitures shall be applied in the succeeding Plan
Year to reduce Employer Contributions in that particular Employer Account
category to which such forfeitures were attributable.

3.8 ESTABLISHING OF ACCOUNTS

3.8.1 An Elective Deferrals Account shall be established for each Eligible
Participant who makes a 401(k) Election to which the Administrator shall credit,
or cause to be credited, Elective Deferrals allocable to each such Participant,
plus earnings or losses thereon.

3.8.2 An Employer Contributions Account shall be established for each 
Participant to which the Administrator shall credit or cause to be credited 
Employer contributions pursuant to Section 3.1, and forfeitures attributable 
to such contributions, if any, plus earnings or losses thereon.

3.8.3 An Employee Thrift Contributions Account shall be established for each
Participant who makes Employee Thrift Contributions to the Plan, to which the
Administrator shall credit, or cause to be credited, all amounts allocable to
each such Participant, plus earnings or losses thereon.

3.8.4 A Matching 401(k) Contributions Account shall be established for each
Participant for whom Matching 401(k) Contributions are made, to which the
Administrator shall credit, or cause to be credited, all such amounts allocable
to each such Participant, plus earnings or losses thereon.

3.8.5 A Matching Thrift Contributions Account shall be established for each
Participant for whom Matching Thrift Contributions are made, to which the
Administrator shall credit, or cause to be credited, all amounts allocable to
each such Participant, plus earnings or losses thereon.

3.8.6 A Participant Voluntary Nondeductible Contributions Account shall be
established for each Participant who makes Participant Voluntary Nondeductible
Contributions to the Plan, plus earnings or losses thereon.

3.8.7 A Qualified Matching Contributions Account shall be established for each
Eligible Participant for whom Qualified Matching Contributions are made, to
which the Administrator shall credit, or cause to be credited, all amounts
allocable to each such Participant, plus earnings or losses thereon.

3.8.8 A Qualified Nonelective Contributions Account shall be established for 
each Participant for whom Qualified Nonelective Contributions are made, to which
the Administrator shall credit, or cause to be credited, all amounts allocable
to each such Participant, plus earnings or losses thereon.

3.8.9 A Rollover Contributions Account shall be established for each Participant
who contributes to the Plan pursuant to Section 3.3 to which the Administrator
shall credit, or cause to be credited, Rollover Contributions made by the
Participant, plus earnings or losses thereon.

3.8.10 A Transferred Contributions Account shall be established for each
Participant for whom assets are transferred from another Qualified Plan, to
which the Administrator shall credit, or cause to be credited, transferred
assets, plus earnings or losses thereon.

3.9 LIMITATION ON AMOUNT OF ALLOCATIONS

3.9.1 As used in this Section 3.9, each of the following terms shall have the
meaning for that term set forth in this Section 3.9.1:

(A) ANNUAL ADDITIONS means, for each Participant, the sum of the following
amounts credited to the Participant's Accounts for the Limitation Year:

(i) Employer Contributions within the meaning of IRS regulation 1.415-6(b);

(ii) Employee Contributions;

(iii) forfeitures;

(iv) allocation under a simplified employee pension; and

                                      19
<PAGE>

(v) any Excess Amount applied under a Defined Contribution Plan in the 
Limitation Year to reduce Employer Contributions will also be considered as 
part of the Annnual Additions for such Limitation Year.

Amounts allocated after March 31, 1984, to an "individual medical benefit 
account" as defined in Code Section 415(1)(2) ("Individual Medical Benefit 
Account") which is part of a pension or annuity plan maintained by the 
Employer or Affiliate 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 that date, which are 
attributable to post-retirement medical benefits allocated to the separate 
account of a "key employee" as defined in Code Section 419A(d)(3) under a 
"welfare benefit fund" as defined in Code Section 419(e) ("Welfare Benefit 
Fund") maintained by the Employer or Affiliate, are treated as Annual 
Additions to a Defined Contribution Plan.

(B) DEFINED BENEFIT DOLLAR LIMITATION means $90,000 multiplied by the 
Adjustment Factor or such other limitation set forth in Code Section 
415(b)(1) as in effect for the Limitation Year.

(C) DEFINED BENEFIT FRACTION means a fraction, the numerator of which is the 
sum of the Projected Annual Benefits of the Participant involved under all 
Defined Benefit Plans (whether or not terminated) maintained by the Employer 
or Affiliate, and the denominator of which is the lesser of 125% of the 
Defined Benefit Dollar Limitation determined for the Limitation Year or 140% 
of the Participant's Highest Average Limitation Compensation, including any 
adjustments under Code Section 415(b).

Notwithstanding the above, if the Participant was a Participant as of the 
first day of the first Limitation Year beginning after December 31, 1986, in 
one or more Defined Benefit Plans maintained by the Employer or Affiliate 
which were in existence on May 5, 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 plans after May 5, 1986. The preceding sentence applies 
only if the Defined Benefit Plans individually and in the aggregate satisfied 
the requirements of Code Section 415 for all Limitation Years beginning 
before January 1, 1987.

(D) DEFINED CONTRIBUTION DOLLAR LIMITATION means $30,000 or if greater, 
one-fourth of the Defined Benefit Dollar Limitation as in effect for the 
Limitation Year.

(E) DEFINED CONTRIBUTION FRACTION means a fraction, the numerator of which is 
the sum of the Annual Additions to the Participant's Account or Accounts 
under all the Defined Contribution Plans (whether or not terminated) 
maintained by the Employer or Affiliate for the current and all prior 
Limitation Years (including the Annual Additions attributable to the 
Participant's nondeductible contributions to all Defined Benefit Plans, 
whether or not terminated, maintained by the Employer or Affiliate and the 
Annual Additions attributable to all Welfare Benefit Funds, Individual 
Medical Benefit Accounts, and simplified employee pensions maintained by the 
Employer or Affiliate), and the denominator of which is the sum of the 
"maximum aggregate amounts" (as defined in the following sentence) for the 
current and all prior Limitation Years of service with the Employer or 
Affiliate (regardless of whether a Defined Contribution Plan was maintained 
by the Employer or Affiliate).  The "maximum aggregate amount" in any 
Limitation Year is the lower of (i) 125% of the Defined Benefit Dollar 
Limitation in effect under Code Section 415(c)(1)(A) or (ii) 35% of the 
Participant's Compensation for such year.

If the Employee was a Participant as 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 or Affiliate in existence on May 5, 1986, 
the numerator of this fraction will be adjusted if the sum of this fraction 
and the Defined Benefit Fraction would otherwise exceed 1.0 under the terms 
of this Plan.  Under the adjustment, an amount equal to the product of (A) 
the excess of the sum of the fractions over 1.0 times (B) 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 later of the end of the last Limitation Year beginning 
before January 1, 1987, and disregarding any changes in the terms and 
conditions of the Plans made after May 6, 1986, but using the Code Section 
415 limitation applicable to the first Limitation Year beginning on or after 
January 1, 1987.  The Annual Addition for any Limitation Year beginning 
before January 1, 1987, shall not be recomputed to treat all Participant 
contributions as Annual Additions.


                                      20

<PAGE>

(F) EXCESS AMOUNTS means the excess of the
Participant's Annual Additions for the Limitation
Year involved over the Maximum Permissible
Amount for that Limitation Year.

(G) HIGHEST AVERAGE LIMITATION COMPENSATION means the average Compensation as
defined in Code Section 415(c)(3) of the Participant involved for that period of
three consecutive Years of Service with the Employer or Affiliate (or if the
Participant has less than three such Years of Service, the actual number
thereof) that produces the highest average.

(H) LIMITATION COMPENSATION means Compensation, as defined in either (i), 
(ii) or (iii) below, as specified in the Adoption Agreement:

(i) CODE SECTION 415 SAFE-HARBOR COMPENSATION

For an Employee other than a Self-Employed Individual, the Employee's earned
income, wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of Employment (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
non-accountable plan (as described in Reg. 1.62-2(c)) and excluding the
following:

(1) Employer contributions to a plan of deferred compensation which are not 
includible in the Employee's gross income for the taxable year in which 
contributed, or contributions under a "simplified employee pension" plan 
(within the meaning of Code Section 408(k)) to the extent such contributions 
are deductible by the Employee, or any distributions from a plan of deferred 
compensation;

(2) amounts realized from the exercise of a nonqualified stock option, or when
restricted stock (or other property) held by the Employee either becomes freely
'transferable" or is no longer subject to a 'substantial risk of forfeiture"
(both quoted terms within the meaning of Code Section 83(a));

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

(4) other amounts which received special tax benefits, or contributions made
(whether or not under a salary reduction agreement) towards the purchase of an
annuity described in Code Section 403(b) (whether or not the amounts are
actually excludable from the gross income of the Employee).
                                           
For Limitation Years beginning after December 31, 1991, Limitation Compensation
shall include only that compensation which is actually paid or made available
during the Limitation Year.

(ii) Information required to be reported under
Sections 6041 and 6051. ("Wages, Tips and other
Compensation Box" Form W-2).

Limitation Compensation is defined as wages as defined in Code Section 3401(a)
and all other payments of compensation to an Employee by the Employer (in the
course of the Employer's trade or business) for which the Employer is required
to furnish the Employee a written statement under Sections 6041(d) and
6051(a)(3) 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)).

(iii) CODE SECTION 3401(A) WAGES

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

Without regard to the definition of Limitation Compensation elected by the
Employer, for a Self-Employed Individual, Limitation Compensation means his or
her Earned Income, provided that if the Self-Employed Individual is not a
Participant for an entire Plan Year, his or her Limitation Compensation for that
Plan Year shall be his or her Earned Income for that Plan Year multiplied by a
fraction the numerator of which is the number of days he or she is a Participant
during the Plan Year and the denominator of which is the number of days in the
Plan Year.  Additionally, Limitation Compensation for a Participant in a Defined
Contribution Plan who is permanently and totally disabled (as defined in Code
Section 22(e)) 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 disabled; such imputed compensation may be
taken into account only if the Participant is not a Highly Compensated Employee
and contributions made on behalf of such Participant are nonforfeitable when
made.


                                      21

<PAGE>

(I) MAXIMUM PERMISSIBLE AMOUNT means the maximum Annual Addition which may be 
contributed or allocated to a Participant's Account under the Plan for any 
Limitation Year.  The maximum Annual Addition shall not exceed the lessor 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 Code Sections 401(h) 
or 419A(f)(2) which is otherwise treated as an Annual Addition under Code 
Section 415(l)(1) or 419A(d)(2).  If a short Limitation Year is created 
because of an amendment changing the Limitation Year to a different 
12-consecutive month period, the Maximum Permissible Amount will not exceed 
the Defined Contribution Dollar Limitation multiplied by the following 
fraction:

         NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
         ---------------------------------------------
                              12

(J)  PROTECTED ANNUAL BENEFIT means the annual retirement benefit (adjusted 
to an actuarially equivalent straight life annuity if such benefit is 
expressed in a form other than a straight life annuity or Qualified Joint and 
Survivor Annuity) to which the Participant would be entitled under the terms 
of a Defined Benefit Plan assuming:

(i) the Participant continues in employment with the Employer or Affiliate 
until the Participant's "normal retirement age" under the Plan within the 
meaning of Code Section 411(a)(5) (or the Participant's current age, if 
later); and

(ii) the Participant's Limitation 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.

3.9.2 The provisions of this subsection 3.9.2 apply with respect to a 
Participant who does not participate in and has never participated in, 
another Qualified Plan, a Welfare Benefit Fund or an Individual Medical 
Benefit Account or a simplifed employee pension, as defined in Code Section 
401(k), maintained by the Employer or an Affiliate, which provides an Annual 
Addition as defined in Section 3.9.1(A) of the Plan, other than this Plan:

(A) The amount of Annual Additions which may be credited to the Participant's 
Account for any Limitation Year will not exceed the lesser of the Maximum 
Permissible Amount or any other limitation contained in this Plan.  If the 
Employer Contribution that would otherwise be contributed or allocated to 
the Participant's Account would cause the Annual Additions on behalf of the 
Participant for the Limitation Year to exceed the Maximum Permissible Amount 
with respect to that Participant for the Limitation Year, the amount 
contributed or allocated will be reduced so that the Annual Additions on 
behalf of the Participant for the Limitation Year will equal such Maximum 
Permissible Amount.

(B) Prior to determining the Participant's actual Limitation Compensation for 
a Limitation Year, the Employer may determine the Maximum Permissible Amount 
for the Participant for the Limitation Year on the basis of a reasonable 
estimation of the Participant's Compensation for that Limitation Year.  Such 
estimated Compensation shall be uniformly determined for all Participants 
similarly situated.

(C) As soon as is administratively feasible after the end of a 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.

(D) If pursuant to Section 3.9.2(C) or as a result fo the allocation of 
forfeitures, there is an Excess Amount with respect to the Participant for a 
Limitation Year, the Excess Amount shall be disposed of as follows:

(i) First, any contribution to the Participant's Elective Deferrals Account, 
Participant Voluntary Nondeductible Contributions Account or Employee Thrift 
Contributions Account, if applicable, and any earnings allocable thereto will 
be distributed to the Participant to the extent that the return thereof would 
reduce the Excess Amount in such Participant's Accounts;

(ii) If after the application of Section 3.9.2(D)(i) an Excess Amount still 
exists, and the Participant is covered by the Plan at the end of the 
Limitation Year, the remaining Excess Amount in the Participant's Account 
will be used to reduce Employer contributions (including allocation of any 
forfeitures) under this Plan for such Participant in the next Limitation 
Year, and in each succeeding Limitation Year, if necessary.  (iii) If after 
the application of Section 3.9.2(D)(i) an Excess Amount still exists, and the 
Participant is not covered by the Plan at the end of the Limitation Year, the 
Excess Amount will be held unallocated in a suspense account.  The suspense 
account will be applied to reduce the future Employer contributions under 
this Plan for all remaining Participants in the next Limitation Year, and in 
each succeeding Limitation Year, if necessary; provided, however, that if all 
or any part of the Excess Amount held in a suspense account is attributable 
to a Participant's Elective Deferrals, such Excess Amount shall be held 
unallocated in a suspense account to be


                                      22
<PAGE>
used for such Participant in the next Limitation Year and each succeeding
Limitation Year as an Elective Deferral if such Participant is covered by the
Plan in the next and each succeeding Limitation Year, if necessary.

(iv) If a suspense account is in existence at any time during a Limitation Year
pursuant to Section 3.9.2(D)(iii), the suspense account will not participate in
the allocation of the Trust Fund's investment gains or losses to or from any
other Account.  If a suspense account is in existence at any time during a
particular Limitation Year, all amounts in the suspense account must be
allocated and reallocated to Participants' Accounts before any Employer or
Participant contributions may be made to the Plan for the Limitation Year. 
Excess Amounts, other than those Excess Amounts referred to in Section
3.9.2(D)(i), may not be distributed to Participants or Former Participants.

3.9.3 The provisions of this subsection 3.9.3 apply with respect to a 
Participant who, in addition to this Plan, is covered or has been covered 
under one or more Defined Contribution Plans which are Master or Prototype 
Plans, Welfare Benefit Funds an Individual Medical Benefit Account or a 
simplified employee pension maintained by the Employer or an Affiliate, which 
provides an Annual Addition as described in Section 3.9.1(A) of the Plan 
during any Limitation Year.

(A) The Annual Additions which may be credited to a Participant's Accounts 
under this Plan for any such Limitation Year will not exceed the Maximum 
Permissible Amount reduced by the Annual Additions credited to the 
Participant's account or accounts under any other plans and Welfare Benefit 
Fund, Individual Medical Benefit Account or simplified employee pension for 
the same Limitation Year.

If the Annual Additions with respect to the Participant under any one or more 
other such Defined Contribution Plans or Welfare Benefit Funds, Individual 
Medical Benefit Account or simplified employee pension maintained by the 
Employer are less than the Maximum Permissible Amount and the Employer 
Contribution that would otherwise be contributed or allocated to a 
Participant's Account under this Plan would cause the Annual Additions for 
the Limitation Year to exceed this limitation, the amount contributed or 
allocated shall be reduced so that the Annual Additions under all such plans 
and funds for the Limitation Year will equal the Maximum Permissible Amount.  
If the Annual Additions with respect to the Participant under such other 
Defined Contribution Plans and Welfare Benefit Funds, Individual Medical 
Benefit Account or simplified employee pension in the aggregate are equal to 
or greater than the Maximum Permissible Amount, no amount will be contributed 
or allocated to any of the Participant's Account under this Plan for the 
Limitation Year.

(B) Prior to determining the Participant's actual compensation for a Limitation
Year, the Maximum Permissible Amount for a Participant may be determined in the
manner described in Section 3.9.2(B).

(C) As soon as is administratively feasible after the end of a Limitation Year,
the Maximum Permissible Amount for the Limitation Year will be determined on the
basis of the Participant's actual Limitation Compensation for the Limitation
Year.

(D) If, pursuant to subsection 3.9.3(C) above, or as a result of the allocation
of forfeitures, a Participant's Annual Additions under this Plan and the
Participant's Annual Additions under 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
simplified employee pension will be deemed to have been allocated first,
followed by Annual Additions to a Welfare Benefit Fund or Individual Medical
Benefit Account regardless of the actual allocation date.

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

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

(ii) the ratio of (A) the Annual Additions allocated to the Participant for the
Limitation Year as of such date under this Plan to (B) the total Annual
Additions allocated to the Participant for the Limitation Year as of such date
under this Plan and all of the other plans referred to in the first sentence of
this Section 3.9.3.

(F) Any Excess Amount attributed to this Plan will be disposed in the manner
described in Section 3.9.2(D).

3.9.4 If a Participant is covered under one or more Defined Contribution Plans,
other than this Plan, maintained by the Employer or an Affiliate which are not
Master or Prototype Plans, or Welfare Benefit Funds or an Individual Medical
Benefit Account maintained by the Employer, Annual Additions which may be
credited to the Participant's Account

                                       23 

<PAGE>

under this Plan for any Limitation Year shall be limited in accordance with 
the provisions of subsections 3.9.3(A) - (F) above as though each such other 
plan was a Master or Prototype Plan.

3.9.5 If the Employer maintains, or at any time maintained, a Defined Benefit 
Plan covering any Participant in this Plan, the sum of the Participant's 
Defined Benefit Fraction and Defined Contribution Fraction will not exceed 
1.0 in any Limitation Year. If such sum would otherwise exceed 1.0 and if 
such Defined Benefit Plan does not provide for a reduction in benefits 
thereunder, Annual Additions which may be credited to a Participant's Account 
under this Plan for any Limitation Year shall be limited in accordance with 
the provisions of Section 3.9.2.

3.9.6 If required pursuant to Section 4.4.4, "100%" shall be substituted for 
"125%" wherever the latter percentage appears in this Section 3.9.

3.10 RETURN OF EMPLOYER CONTRIBUTIONS UNDER SPECIAL CIRCUMSTANCES

Notwithstanding any provision of this Plan to the contrary, upon timely 
written demand by the Employer or the Administrator to the Trustee:

(A) Any contribution by the Employer to the Plan under a mistake of fact 
shall be returned to the Employer by the Trustee within one year after the 
payment of the contribution.

(B) Any contribution made by the Employer incident to the determination by 
the Commissioner of Internal Revenue that the Plan is initially a Qualified 
Plan shall be returned to the Employer by the Trustee within one year after 
notification from the Internal Revenue Service that the Plan is not initially 
a Qualified Plan but only if the application for the qualification is made by 
the time prescribed by law for filing the Employer's return for the taxable 
year in which the Plan is adopted, or such later date as the Secretary of the 
Treasury may prescribe.

(C) In the event the deduction of a contribution made by the Employer is 
disallowed under Code Section 404, such contribution (to the extent 
disallowed) must be returned to the Employer within one year of the 
disallowance of the deduction.

                         ARTICLE IV  VESTING

4.1  DETERMINATION OF VESTING

4.1.1 A participant shall at all times have a vested percentage of 100% in 
the Account Balance of each of his or her Participant Contributions Accounts, 
401(k) Contributions Accounts, Rollover Contributions Account and Transferred 
Account. 

4.1.2 A Participant shall have a vested percentage of 100% in his or her 
Account Balance of each of his or her Employer Accounts if he or she 
terminates Employment due to the attainment of Normal Retirement Age, Early 
Retirement specified in the Adoption Agreement, if elected by the Employer in 
the Adoption Agreement, or upon Disability or death.

4.1.3 The vested percentage of a Participant in the Account Balance of each of 
his or her Employer Accounts not vested pursuant to Section 4.1.1 or 4.1.2 
shall be determined in accordance with the vesting rule or schedule specified 
in the Adoption Agreement.

4.2  RULES FOR CREDITING VESTING SERVICE

4.2.1 Subject to Section 4.2.2, Years of Service shall be credited for 
purposes of determining a Participant's Vesting Service as specified in the 
Adoption Agreement. If the Employer maintains the plan of a predecessor 
employer, service with such predecessor employer shall be treated as service 
with the Employer for purposes of Vesting Service.

4.2.2 An Employee who terminates Employment with no vested percentage in an 
Employer Account shall, if he or she returns to Employment, have no credit 
for Vesting Service prior to such termination of Employment if his or her 
Period of Severance equals or exceeds five years.

4.2.3 Vesting Service of an Employee following a Period of Severance of five 
years or more shall not be counted for the purpose of computing his or her 
vested percentage in his or her Employer Accounts derived from contributions 
accrued prior to the Period of Severance. If applicable, separate records 
shall be maintained reflecting the Participant's vested rights in his or her 
Account Balance attributable to service prior to the Period of Severance and 
reflecting the Participant's vested percentage in his or her Account Balance 
attributable to service after the Period of Severance. Vesting Service prior 
to and following an Employee's Period of Severance shall be counted for 
purposes of computing his or her vested percentage in an Employer Account 
derived from contributions made after the Period of Severance.

4.3  EMPLOYER ACCOUNTS FORFEITURES

4.3.1 Subject to Section 5.6, upon the Nonvested Separation of a 
Participant, the nonvested portion of each Employer Account of such 
Participant will be forfeited as of the date of termination of Employment.


                                     24

<PAGE>

Upon the Partially Vested Separation of a Participant, the nonvested portion of
each Employer Account of such Participant will be forfeited as of the date of
termination of Employment; provided, however, that such Participant receives a
distribution in accordance with Section 5.6. If a Participant does not receive a
distribution following his or her termination of Employment, the nonvested
portion of each Employer Account of the Participant shall be forfeited following
a Period of Severance of five years.

4.3.2 If the Employer elects in the Adoption Agreement to reallocate 
forfeitures, forfeitures for a Plan Year shall be allocated in accordance 
with Section 3.7.1. If the Employer elects in the Adoption Agreement to use 
forfeitures to reduce Employer contributions, forfeitures shall be applied in 
accordance with Section 3.7.2.

4.4  TOP-HEAVY PROVISIONS

4.4.1 As used in this Section 4.4, each of the following terms shall have the
meanings for that term set forth in this Section 4.4.1:

(A) DETERMINATION DATE means, 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.

(B) PERMISSIVE AGGREGATION GROUP means the Required Aggregation Group of plans
plus any other plan or plans of the Employer or Affiliate which, when considered
as a group with the Required Aggregation Group, would continue to satisfy the
requirements of Code Sections 401(a)(4) and 410.

(C) REQUIRED AGGREGATION GROUP means (i) each Qualified Plan of the Employer or
Affiliate in which at least one Key Employee participates or participated at any
time during the determination period (regardless of whether the Plan has
terminated), and (ii) any other qualified plan of the Employer or Affiliate
which enables a plan described in (i) to meet the requirements of Code Sections
401(a)(4) or 410.

(D) SUPER TOP-HEAVY means, for any Plan Year beginning after December 31, 1983,
the Plan if any Top-Heavy Ratio as determined under the definition of Top-Heavy
Plan exceeds 90%.

(E) TOP-HEAVY PLAN means, for any Plan Year beginning after December 31, 1983,
the Plan if any of the following conditions exists:

(i) If the Top-Heavy Ratio for the Plan exceeds 60% and the Plan is not part of
any Required Aggregation Group or Permissive Aggregation Group of Plans.

(ii) If the Plan is a part of a Required Aggregation Group of plans but not part
of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans
exceeds 60%.

(iii) If the 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%.

(F) TOP-HEAVY RATIO means

(i) If the Employer or Affiliate maintains one or more Defined Contribution 
Plans (including any Simplified Employee Pension Plan) and the Employer or 
Affiliate has never maintained any Defined Benefit Plan which during the 
Five-Year period ending On The Determination Date 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 (including any part of any Account Balance distributed in 
the five-year period ending on the Determination Date), and the denominator 
of which is the sum of all Account Balances (including any part of any 
Account Balance distributed in the five-year period ending on the 
Determination Date), both computed in accordance with Code Section 416.  Both 
the numerator and denominator of the Top-Heavy Ratio are increased to reflect 
any contribution not actually made as of the Determination Date, but which is 
required to be taken into account on that date under Code Section 416.

(ii) If the Employer or an Affiliate maintains one or more Defined Contribution
Plans (including any Simplified Employee Pension Plan) and the Employer or an
Affiliate maintains or has maintained one or more Defined Benefit Plans which
during the five-year period ending on the Determination Date 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 Plans for all Key Employees,
determined in accordance with (i) above, and the present value of accrued
benefits under the aggregated Defined Benefit Plans for all Key Employees as of
the Determination Date, and the denominator of which is the sum of the Account
Balances under the aggregated Defined Contribution Plans for all Participants,
determined in accordance with (i) above, and the present value of accrued
benefits under the Defined Benefit Plans for all Participants as of the
Determination Date, all determined in accordance with Code Section 416.  The
accrued benefit under a Defined Benefit Plan in both the numerator and
denominator of the Top-Heavy

                                       25


<PAGE>

Ratio are increased for any distribution of an accrued benefit made in the 
five-year period ending on the Determination Date.

(iii) For purposes of (i) and (ii) above, the value of Account Balances and 
the present value of accrued benefits 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 Code Section 416 for 
the first and second Plan Years of a Defined Benefit Plan. The Account 
Balances and accrued benefits of a Participant (1) who is not a Key Employee 
but who was a Key Employee in a prior year, or (2) who has not been credited 
with at least one Hour of Service with the Employer or an Affiliate at any 
time during the five-year period ending on the Determination Date, will be 
disregarded. The calculation of the Top-Heavy Ratio, and the extent to which 
distributions, rollovers, and transfers are taken into account will be made in 
accordance with Code Section 416.

Elective Deferrals 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 who is not a Key Employee shall be 
determined under (A) the method, if any, that uniformly applies for accrual 
purposes under all Defined Benefit Plans or (B) if there is no such method, 
as if such benefit accrued not more rapidly than the slowest accrual rate 
permitted under the fractional rule of Code Section 411(b)(1)(C).

4.4.2 If the Plan is determined to be a Top-Heavy Plan or a Super Top-Heavy 
Plan as of any Determination Date after December 31, 1983, then the 
Top-Heavy vesting schedule specified in the Adoption Agreement, beginning 
with the first Plan Year commencing after such Determination Date, shall 
apply only for those Plan Years in which the Plan continues to be a Top-Heavy 
Plan or Super Top-Heavy Plan, as the case may be. 

4.4.3 (A) Except as provided in Sections 4.4.3(C) and (D), for any Plan Year 
in which the Plan is a Top-Heavy Plan, contributions and forfeitures allocated 
to the Employer Contributions Account of any Participant who is not a Key 
Employee in respect of that Plan Year shall not be less than the lesser of:

(i) 3% of such Participant's Limitation Compensation, or

(ii) if the Employer has no Defined Benefit plan which designates this Plan 
to satisfy Code Section 401, the largest percentage of contributions and 
forfeitures, as a percentage of the Key Employee's Limitation Compensation, 
allocated to the Employer Contributions Account of any Key Employee for that 
year. The minimum allocation is determined without regard to any Social 
Security contribution. This minimum allocation shall be made even though, 
under other Plan provisions, the Participant would not otherwise be entitled 
to receive an allocation, or would have received a lesser allocation for the 
Plan Year because of (a) the Participant's failure to complete a Year of 
Service, (b) the Participant's failure to make mandatory Participant 
contributions to the Plan or (c) compensation less than a stated amount.

(B) For purposes of computing the minimum allocation, a Participant's 
Limitation Compensation will be applied.

(C) The provision in (A) above shall not apply to any Participant who was not 
employed by the Employer or an Affiliate on the last day of the Plan Year.

(D) If the Employer or an Affiliate has executed Adoption Agreements covering 
Participants by a plan which is a profit-sharing plan and by another plan 
which is a money purchase pension plan or a target benefit plane, the minimum 
allocation specified in the preceding Section 4.4.3(A) shall be provided by 
the money purchase pension plan or by the target benefit plan, as the case 
may be. If a Participant is covered under this Plan and a Defined Benefit 
Plan maintained pursuant to Adoption Agreements offered by the Sponsor, the 
minimum allocation specified in the preceding Section 4.4.3(A) shall not be 
applicable and the Participant shall receive the minimum benefit specified in 
the Defined Benefit Plan.

(E) With respect to any profit-sharing or money purchase pension plan which 
becomes Top-Heavy and is integrated with Social Security, prior to making 
the allocations specified in the Adoption Agreement, anything contained 
therein to the contrary notwithstanding, there shall be an allocation of the 
Employer Contribution to such eligible Participant's Employer Contribution 
Account in the ratio that each such Participant's Limitation Compensation for 
the Plan Year bears to the Limitation Compensation of all such Participants 
for the Plan Year, but not in excess of 3% of such Limitation Compensation.

4.4.4 If the Plan becomes a Top-Heavy Plan, then the maximum benefit which 
can be provided under Section 3.9 shall continue to be determined by applying 
"125%" wherever it appears in that Section and by substituting "4%" for "3%" 
wherever that appears in Section 4.4.3. However, if the Plan becomes a Super 
Top-Heavy Plan, the maximum benefit which can be provided under Section 3.9 
shall


                                     26

<PAGE>

be determined by substituting "100%" for "125%" wherever the latter 
percentage appears and the 3% minimum contribution provided for in Section 
4.4.4 shall remain unchanged.

4.4.5 Beginning with the Plan Year in which this Plan is Top-Heavy, one of 
the minimum Top-Heavy vesting schedules as specified in the Adoption 
Agreement will apply.  The minimum vesting schedule applies to all benefits 
within the meaning of Code Section 411(a)(7) except those attributable to 
Employee contributions, including benefits accrued before the effective date 
of Code Section 416 and benefits accrued before the Plan became Top-Heavy.  
However, this Section 4.4 does not apply to the Account Balances of any 
Employee who does not have an Hour of Service after the Plan has initially 
become Top-Heavy and such Employee's vesting in his or her Employer 
Contributions Account will be determined without regard to this Section 4.4. 
The minimum allocation pursuant to Section 4.4.3 (to the extent required to 
be nonforfeitable under Code Section 416(b)) may not be forfeited under Code 
Section 411(a)(3)(B) or Code Section 411(a)(3)(D).

                                      ARTICLE V
                         AMOUNT AND DISTRIBUTION OF BENEFITS,
                                WITHDRAWALS AND LOANS
                                           
5.1 DISTRIBUTION UPON TERMINATION OF EMPLOYMENT

5.1.1 Subject to Section 5.1.2, a Participant's Benefit Commencement Date 
shall be as soon as practicable following his or her Fully Vested Separation, 
Partially Vested Separation OR Nonvested Separation, if applicable, and in 
accordance with Section 5.6. If the Plan includes a CODA feature, each 401(k) 
Contributions Account of a Participant shall be payable in accordance with 
the events specified in Section 1.27 of the Plan.

5.1.2 If specified in the Adoption Agreement, a Participant's Benefit 
Commencement Date shall be deferred until the earliest of his or her Normal 
Retirement Age, Disability, or if elected by the Employer in the Adoption 
Agreement, Early Retirement.  If a Participant terminates Employment after 
satisfying any service requirement for Early Retirement specified in the 
Adoption Agreement, he or she shall be entitled to elect to receive A 
distribution of his or her vested Employer Accounts upon satisfaction of any 
age requirement for Early Retirement.

5.2 AMOUNT OF BENEFITS UPON A FULLY VESTED SEPARATION

A Participant's benefits upon his or her Fully Vested Separation for any 
reason other than Disability shall be the Account Balance of all of his or 
her Accounts determined in accordance with Section 10.6.2.

5.3 AMOUNT OF BENEFITS UPON A PARTIALLY VESTED SEPARATION

A Participant's benefits upon his or her Partially Vested Separation for any 
reason other than Disability shall be: (A) the Account Balance of his or her 
Employer Accounts determined in accordance with Section 10.6.2 multiplied by 
his or her vested percentage determined pursuant to Section 4.1.3, or, if 
applicable, Section 4.4.2, plus (B) the Account Balance of his or her other 
Accounts determined in accordance with Section 10.6.2.

5.4 AMOUNT OF BENEFITS UPON A NONVESTED SEPARATION

A Participant's benefits upon his or her Nonvested Separation shall be the 
Account Balance of his or her Accounts other than Employer Accounts, if any, 
determined in accordance with Section 10.6.2.

5.5 AMOUNT OF BENEFITS UPON A SEPARATION DUE TO DISABILITY

If a Participant terminates Employment due to a Disability, his or her 
benefit shall be the Account Balance of all of his or her Accounts determined 
as a Fully Vested Separation in accordance with Section 5.2 and Section 
10.6.2. The Benefit Commencement Date of any such Participant on whose behalf 
contributions are being made pursuant to Section 3.1.4 shall be as soon as 
practicable after the date such contributions cease.

5.6 DISTRIBUTION AND RESTORATION

5.6.1 If, upon a Participant's termination of Employment, the vested Account 
Balance of his or her Accounts as of the applicable Valuation Date is equal 
to or less than $3,500, such Participant will receive a distribution of his or 
her entire vested benefit and the nonvested portion will be treated as 
forfeiture. If the value of a Participant's vested Account is zero, the 
Participant shall be deemed to have received a distribution of such vested 
Account.

5.6.2 If, upon a Participant's termination of Employment, the vested Account 
Balance of his or her Accounts as of the applicable Valuation Date exceeds 
$3,500, the Participant may elect, in accordance with Article VI, to receive 
a distribution of the entire vested portion of such Accounts and the 
nonvested portion, if any, will be treated as a forfeiture.

5.6.3 If the vested Account Balance of a Participant's Accounts as of the 
applicable Valuation Date has an

                                          27

<PAGE>

aggregate value exceeding (or at the time of any prior distribution exceeded) 
$3,500, and the Participant's benefit is Immediately Distributable, the 
Participant and the Participant's Spouse (or where either the Participant or 
the Spouse has died, the survivor) must comment to any distribution of such 
benefit. The consent of the Participant and the Participant's Spouse shall be 
obtained in writing within the 90-day period ending on the Participant's 
Benefit Commencement Date; provided, however, that if the Plan is a 
profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required. The Administrator shall notify the 
Participant and the Participant's Spouse of the right to defer any 
distribution until the Participant's benefit is no longer Immediately 
Distributable. Such notification shall include a general description of the 
material features, and an explanation of the relative volume of, the optional 
forum of benefit available under the Plan in a manner that would satisfy the 
notice requirements of Code Section 417(a)(3), and shall be provided no less 
than 30 days and no more than 90 days prior to the Benefit Commencement Date.

5.6.4 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 Participant's benefit 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 Code 
Section 401(a)(9) or Code Section 415.

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

5.6.6 If a Participant, who after termination of Employment received a 
distribution and forfeited any portion of an Employer Account or is deemed to 
have received a distribution in accordance with Section 5.6.1, resumes 
Employment, he or she shall have the right, while an Employee, to repay the 
full amount previously distributed from such Employer Account. Such repayment 
must occur before the earlier of (i) the date on which he or she would have 
incurred a Period of Severance of five years commencing after the 
distribution or (ii) five years after the first date on which the Participant 
is subsequently reemployed. If the Participant makes a repayment, the Account 
Balance of his or her relevant Employer Account shall be restored to the 
value as of the date of distribution. The restored amount shall be derived 
from forfeitures during the Plan Year and, if such forfeitures are not 
sufficient, from a contribution by the Employer made as of that date 
(determined without reference to Net Profits). If an Employee who had a 
Nonvested Separation and was deemed to receive a distribution resumes 
Employment before a Period of Severance of five years, his or her Employer 
Account will be restored, upon reemployment, to the amount on the date of 
such deemed distribution.

5.7 WITHDRAWALS DURING EMPLOYMENT

5.7.1 If the Plan is a profit-sharing plan, and if the Employer has elected 
in the Adoption Agreement to permit withdrawals during Employment, prior to 
termination of Employment, each Participant upon attainment of age 59-1/2 may 
elect to withdraw, as of the Valuation Date next following the receipt of an 
election by the Administrator, and upon such notice on the Administrator may 
require, all or any part of the vested Account Balance of all of his or her 
Accounts, as of such Valuation Date.

5.7.2 Notwithstanding Section 5.7.1, prior to termination of Employment, each 
Participant with a Rollover Contributions Account and/or a Participant 
Voluntary Nondeductible Contributions Account may elect to withdraw, as of 
the Valuation Date next following the receipt of an election by the  
Administrator, and upon such notice as the Administrator may require, all or 
any of such Account, as of such Valuation Date.


5.7.3 The Administrator may establish from time to time rules and procedures 
with respect to any withdrawals including the order of Accounts from which 
such withdrawals shall be made.

5.7.4 No forfeitures shall occur as a result of a withdrawal pursuant to this 
Section 5.7.

5.7.5 If a Participant is married at the time of such election, the 
Participant's Spouse must consent to such a withdrawal in the same manner as 
provided in Section 6.2.4; provided, however, that if the Plan is a 
profit-sharing plan and Section 6.1.2 applies, the consent of the 
Participant's Spouse will not be required.

5.5 LOANS

5.5.1 If the Employer has elected in the Adoption Agreement to make loans 
available, a Participant may submit an application to the Administrator to 
borrow from any Account maintained for the Participant (on such terms and 
conditions as the Administrator shall prescribe) an amount of which when 
added to the outstanding balance of all other loans to the Participant would 
not exceed the lower of (a) $50,000 reduced by the excess (if any) of the 
highest outstanding balance of loans during the one year

                                   28

<PAGE>

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 vested portion of his or her Account from which the borrowing is to be 
made as of the Valuation Date next following the receipt of his or her loan 
application by the Administrator and the expiration of such notice period as 
the Administrator may require.  For this purpose, all loans from Qualified 
Plans of the Employer or an Affiliate shall be aggregated, and 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 Section 5.8.1.

5.8.2 If approved, each such loan shall comply with the following conditions:

(A) it shall be evidenced by a negotiable promissory note,-

(B) the rate of interest payable on the unpaid balance of such loan shall be 
a reasonable rate determined by the Administrator;

(C) the Participant must obtain the consent of his or her Spouse, if any, 
within the 90-day period before the time an Account is used as security for 
the loan; provided, however, that if the Plan is a profit-sharing plan that 
meets the requirements in Section 6.1.2 of the Plan, the consent of the 
Participant's Spouse will not be required.  A new consent is required if an 
Account is used for any increase in the amount of security.  The consent 
shall comply with the requirements of Section 6.2.4, but shall be deemed to 
meet any requirements contained in section 6.2.4 relating to the consent of 
any subsequent Spouse.  A new consent shall be required if an Account is used 
for renegotiation, extension, renewal, or other revision of the loan;

(D) the loan, by its terms, must require repayment (principal and interest) 
be amortized in level payments, not less frequently than quarterly, over a 
period not extending beyond five years from the date of the loan; provided, 
however, that if the proceeds of the loan are 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, the repayment schedule 
may be for a term in excess of five years; and

(E) the loan shall be adequately secured and may be secured by no more than 
50% of the Participant's vested interest in the Account Balance of his or her 
Accounts.

5.8.3 If a Participant or Beneficiary requests and is granted a loan, and the 
loan is made from Participant-Directed Assets, principal and interest 
payments with respect to the loan shall be credited solely to the Account of 
the borrowing Participant from which the loan was made.  Any loss caused by 
nonpayment or other default on a Participant's loan obligations shall be 
charged solely to that Account.  Any other loan shall be treated as an 
investment of the Trust Fund and interest and principal payments on account 
thereof shall be credited to the Trust Fund.  The Administrator shall 
determine the order of Accounts from which a loan may be made.

5.8.4 Anything herein to the contrary notwithstanding:

(A) in the event of a default, foreclosure on the promissory note will not 
occur until a distributable event occurs under this Article V;

(B) no loan will be made to any Owner-Employee or to any 
"shareholder-employee" of the Employer or a Participating Affiliate or with 
respect to any amounts attributable to a Rollover Contribution or a trust to 
trust transfer and relating to prior participation by such an individual in a 
Qualified Plan.  For this purpose, a "shareholder-employee" means an employee 
or officer of an electing small business, (I.E. an "S corporation" as 
defined in Code Section 1361, who owns (or is considered as owning within the 
meaning of Code Section 318(a)(1)) on any day during the taxable year of such 
corporation, more than 5% of the outstanding stock of the corporation; and

(C) loans shall not be made available to Highly Compensated Employees in an 
amount greater than the amount made available to other Employees.

5.8.5 If a valid spousal consent has been obtained in accordance with Section 
5.8.2(C), then, notwithstanding any other provision of this Plan, the portion 
of the Participant's vested 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 Participant's benefit 
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 
benefit (determined without regard to the preceding sentence) is payable to 
the Surviving Spouse, then the Participant's benefit shall be adjusted by 
first reducing the Participant's vested benefit by the amount of the security 
used as repayment of the loan, and then determining the benefit payable to 
the Surviving Spouse.

                                          29

<PAGE>

5.9 HARDSHIP DISTRIBUTION

5.9.1 Effective January 1, 1989, if available and elected by the Employer in 
the Adoption Agreement, a Participant may request a distribution due to 
hardship from the vested portion of his or her Accounts, (other than from his 
or her Qualified Nonelective Contributions Account, Qualified Matching 
Contributions Account or earnings accrued after December 31, 1988, on the 
Participant's Elective Deferrals) only if the distribution is made both due 
to an immediate and heavy financial need of the Participant and is necessary 
to satisfy such financial need.

5.9.2 A hardship distribution shall be permitted only if the distribution is 
due to:

(A) expenses incurred or necessary for medical care described in Code Section 
213(d) incurred by the Participant, the Participant's Spouse, or any 
dependents of the Participant (as defined in Code Section 152);

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

(C) payment of tuition and related educational fees for the next 12 months of 
post-secondary education for the Participant, his or her Spouse, children or 
dependents;

(D) the need to prevent the eviction of the Participant from his or her 
principal residence or foreclosure on the mortgage of the Participant's 
principal residence; or

(E) any other condition or event which the Commissioner of the Internal 
Revenue Service determines is a deemed immediate and financial need.

5.9.3 A distribution will be considered necessary to satisfy an immediate and 
heavy financial need of a Participant if all of the following requirements 
are satisfied:

(A) the distribution will not be in excess of the amount of the immediate and 
heavy financial need of the Participant (including amounts necessary to pay 
any Federal, state or local income taxes or penalties reasonably anticipated 
to result from the distribution);

(B) the Participant obtains all distributions, other than hardship 
distributions, and all nontaxable loans currently available under all plans 
maintained by the Employer or an Affiliate;

(C) the Participant's Elective Deferrals, Employer Thrift Contributions and 
Participant Voluntary Nondeductible Contributions will be suspended for at 
least 12 months after receipt of the hardship distribution in this Plan and 
in all other plans maintained by the Employer or an Affiliate; and

(D) the Participant may not make Elective Deferrals for the Participant's 
taxable year immediately following the taxable year of the hardship 
distribution in excess of the applicable limit under Code Section 402(g) for 
such next taxable year less the amount of such Participant's Elective 
Deferrals for the taxable year of the distribution in this Plan and in all 
other plans maintained by the Employer or an Affiliate.

5.9.4 If the distribution is made from any Account other than a 401(k) 
Contributions Account, a distribution due to hardship may be made without 
application of Section 5.9.3(B), 5.9.3(C), or 5.9.3(D).

5.10 LIMITATION ON COMMENCEMENT OF BENEFITS

5.10.1 Anything in this Article V to the contrary notwithstanding, a 
Participant's Benefit Commencement Date shall in no event be later than the 
60th day after the close of the Plan Year in which the latest of the 
following events occur:

(A) the attainment by the Participant of his or her Normal Retirement Age;

(B) the tenth anniversary of the year in which the Participant commenced 
participation in the Plan; or

(C) the Participant's termination of Employment.

Notwithstanding the foregoing, the failure of a Participant and Spouse to 
consent to a distribution while a benefit is Immediately Distributable, shall 
be an election to defer commencement of payment of any benefit sufficient to 
satisfy this Section.

5.10.2 If it is not possible to distribute a Participant's Accounts because 
the Administrator has been unable to locate the Participant after making 
reasonable efforts to do so, then a distribution of the Participant's 
Accounts shall be made when the Participant can be located.

5.11 DISTRIBUTION REQUIREMENTS

5.11.1 Subject to the Joint and Survivor Annuity rules set forth in Article 
VI, the requirements of this Article 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 
article apply to calendar years beginning after December 31, 1984. As used 
in this Section 5.11, each of the following terms

                                     30

<PAGE>

shall have the meaning for that term set forth in this Section 5.11.1:

(A) 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.

(B) DESIGNATED BENEFICIARY.  The individual who is designated as the 
Beneficiary under the Plan in accordance with Code Section 401(a)(9).  In the 
event that a Participant names a trust to be a designated Beneficiary, such 
designation shall provide that, as of the later of the date on which the 
trust is named as a Beneficiary or the Participant's Required Beginning Date, 
and as of all subsequent periods during which the trust is named as a 
Beneficiary, the following requirements are met:

(i) the trust is a valid trust under state law, or would be but for the fact 
that there is no corpus; (ii) the trust is irrevocable; (iii) the 
Beneficiaries of the trust who are Beneficiaries with respect to the trust's 
interest in the Participant's benefits are identifiable from the trust 
instrument within the meaning of Code Section 401(a)(9); and (iv) a copy of 
the trust is provided to the Plan.

(C) 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 7.2.

(D) 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 regulations issued under the Code.

Unless otherwise elected by the Participant (or Spouse, in the case of 
distributions described in Section 7.2) by the time distributions are 
required to begin, Life Expectancies shall not 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.

(E) REQUIRED BEGINNING DATE.

(i) 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.

(ii) TRANSITIONAL RULE.  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" as defined in (iii) below 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.  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.

(iii) 5% OWNER.  A Participant is treated as a 5% owner for purposes of this 
Section 5.11 if such Participant is a 5% owner as defined in Code Section 
416(i) (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.

(iv) Once distributions have begun to a 5% owner under this Section 5.11, 
they must continue to be distributed, even if the Participant ceases to be a 
5% owner in a subsequent year.

5.11.2 All distributions required under this Section 5.11 shall be determined 
and made in accordance with the Income Tax Regulations under Code Section 
401(a)(9), including the minimum distribution incidental benefit requirement 
of section 1.401(a)(9)-2 of the regulations issued under the Code.

                                       31

<PAGE>

The entire interest of a Participant must be distributed or begin to be 
distributed no later than the Participant's Required Beginning Date.

5.11.3 LIMITS ON DISTRIBUTION PERIODS. As of the first Distribution Calendar 
Year, distributions, if not made in a lump sum, may only be made over one of 
the following periods (or a combination thereof):

(A) the life of the Participant;

(B) the life of the Participant and a Designated Beneficiary;

(C) a period certain not extending beyond the Life Expectancy of the 
Participant; or

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

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.

5.11.4 DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR. (A) If the 
Participant's interest is to be paid in the form of annuity distributions 
under the Plan (whether directly or in the form of an annuity purchased from 
an insurance company), payments under the annuity shall satisfy the 
following requirements:

(i) the annuity distributions must be paid in periodic payments made at 
intervals not longer than one year;

(ii) the distribution period must be over a life (or lives) or over a period 
certain not longer than a Life Expectancy (or joint life and last survivor 
expectancy) described in Code Section 401(a)(9)(A)(ii) or Code Section 
401(a)(9)(B)(iii), whichever is applicable;

(iii) the Life Expectancy (or joint life and last survivor expectancy) for 
purposes of determining the period certain shall be determined without 
recalculation of Life Expectancy;

(iv) once payments have begun over a period certain, the period certain may 
not be lengthened even if the period certain is shorter than the maximum 
permitted;

(v) payments must either be nonincreasing or increase only as follows:

(1) with any percentage increase in a specified and generally recognized 
cost-of-living index;

(2) to the extent of the reduction to the amount of the Participant's 
payments to provide for a survivor benefit upon death, but only if the 
Beneficiary whose life was being used to determine the distribution period 
described in Section 5.11.4(A)(iii) dies and the payments continue otherwise 
in accordance with that action over the life of the Participant;

(3) to provide cash refunds of Employee contributions upon the Participant's 
death; or

(4) because of an increase in benefits under the Plan.

(vi) If the annuity is a life annuity (or a life annuity with a period 
certain not exceeding 20 years), the amount which must be distributed on or 
before the Participant's Required Beginning Date (or, in the case of 
distributions after the death of the Participant, the date distributions are 
required to begin pursuant to Section 7.2) shall be the payment which is 
required for one payment interval. The second payment need not be made until 
the end of the next payment interval even if that payment interval ends in 
the next calendar year. Payment intervals are the periods for which payments 
are received, E.G., bimonthly, monthly, semi-annually, or annually. If the 
annuity is a period certain annuity without a life contingency (or is a life 
annuity with a period certain exceeding 20 years) periodic payments for each 
distribution calendar year shall be combined and treated as an annual amount.

The amount which must be distributed by the Participant's Required Beginning 
Date (or, in the case of distributions after the death of the Participant, 
the date distributions are required to begin pursuant to Section 7.2) is the 
annual amount for the first Distribution Calendar Year. The annual amount for 
other Distribution Calendar Years, including the annual amount for the 
calendar year in which the Participant's Required Beginning Date (or the date 
distributions are required to begin pursuant to Section 7.2) occurs, must be 
distributed on or before December 31 of the calendar year for which the 
distribution is required.

(5) Annuities purchased after December 31, 1988, are subject to the following 
additional conditions:

(1) Unless the Participant's Spouse is the Designated Beneficiary, if the 
Participant's interest is being distributed in the form of a period certain 
annuity without a life contingency, the period certain as of the beginning of 
the first Distribution Calendar Year may not exceed the applicable period 
determined using the 

                                     32

<PAGE>

table set forth in Q&A A-5 of section 1.401(a)(9)-2 of the regulations issued
under the Code.

(ii) If the Participant's interest is being distributed in the form of a 
joint and survivor annuity for the joint lives of the Participant and a 
nonspouse Beneficiary, annuity payments to be made on or after the 
Participant's Required Beginning Date to the Designated Beneficiary after the 
Participant's death must not at any time exceed the applicable percentage of 
the annuity payment for such period that would have been payable to the 
Participant using the table set forth in Q&A A-6 of section 1.401(a)(9)-2 of 
the regulations under the Code.

(C) TRANSITIONAL RULE.  If payments under an annuity which complies with 
Section 5.11.4(A) begin prior to January 1, 1989, the minimum distribution 
requirements in effect as of July 27, 1987, shall apply to distributions from 
this Plan, regardless of whether the annuity form of payment is irrevocable.  
This transitional rule also applies to deferred annuity contracts distributed 
to or owned by the Participant prior to January 1, 1989, unless additional 
contributions are made under the Plan by the Employer or Affiliate with 
respect to such contract.

(D) If the form of distribution is an annuity made in accordance with Section 
5.11.4, any additional benefits accruing to the Participant after his or her 
Required Beginning Date shall be distributed as a separate and identifiable 
component of the annuity beginning with the first payment interval ending in 
the calendar year immediately following the calendar year in which such 
amount accrues.

(E) Any part of the Participant's interest which is in the form of an 
individual account shall be distributed in a manner satisfying the 
requirements of Code Section 401(a)(9).

5.11.5 TRANSITIONAL RULE: SECTION 242 ELECTION.  Notwithstanding the other 
requirements of this Article and subject to the Joint and Survivor Annuity 
rules set forth in Article VI, 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 trust is one which would not have disqualified 
such trust under Code Section 401(a)(9) 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 trust 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; 
and

(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.

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.

For any distribution which commences before January 1, 1984, but continues 
after December 31, 1983, the Employee, or the Beneficiary, to whom such 
distribution is being made, will be presumed to have designated the method of 
distribution under which the distribution is being made if the method of 
distribution was specified in writing and the distribution satisfies the 
requirements in subsections 5.11.5(A) and (E).

If a designation is revoked any subsequent distribution must satisfy the 
requirements of Code Section 401(a)(9).  If a designation is revoked 
subsequent to the date distributions are required to begin, the trust must 
distribute by the end of the calendar year following the calendar year in 
which the revocation occurs the total amount not yet distributed to satisfy 
Code Section 401(a)(9) 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 regulations issued under the Code.  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

                                       33

<PAGE>

Q&A J-3 of section 1.401(a)(9)-1 of the regulations issued under the Code.

                                   ARTICLE VI
                         FORMS OF PAYMENT OF RETIREMENT
                                    BENEFITS

6.1 METHODS OF DISTRIBUTION

6.1.1 If the Plan is a money purchase pension plan or a target benefit plan, 
a Participant's benefit shall be payable in the normal form of a Qualified 
Joint and Survivor Annuity if the Participant is married on his or her 
Benefit Commencement Date and in the normal form of an immediate annuity for 
the life of the Participant if the Participant is not married on that date. A 
Participant who terminated Employment on or after satisfying the 
requirements for Early Retirement may elect to have his or her Qualified 
Joint and Survivor Annuity distributed upon attainment of such Early 
Retirement. If the Plan is a profit-sharing plan that satisfies the 
requirements set forth in Section 6.1.2, a Participant's Accounts shall only 
be payable in the normal form of a lump-sum distribution in accordance with 
Section 6.1.1(B) below. A Participant in a money purchase pension plan, a 
target benefit plan, or a profit-sharing plan that does not satisfy the 
requirements set forth in Section 6.1.2, may at any time after attaining age 
35 and prior to his or her Benefit Commencement Date elect, in accordance 
with Section 6.2, any of the following optional forms of payment instead of 
the normal form:

(A) An Annuity Contract payable as:

(i) a single life annuity;

(ii) a joint and 50% survivor annuity with a contingent annuitant;

(iii) a joint and 100% survivor annuity with a contingent annuitant;

(iv) an annuity for the life of the Participant with 120 monthly payments 
certain;

(B) A lump-sum distribution in cash or in kind, or part in cash and part in 
kind; or

(C) In installments payable in cash or in kind, or part in cash and part in 
kind over a period not in excess of that required to comply with Section 
5.11.4.

Anything in this Section 6.1.1 to the contrary notwithstanding, if the value 
of a Participant's vested Account as of the applicable Valuation Date is 
$3,500 or less, his or her benefit shall be paid in the form of a lump-sum 
distribution and no optional form of benefit payment shall be available.

6.1.2 If the Plan is a profit-sharing plan then: (A) the Participant cannot 
elect payments in the form of a Life annuity (this Section 6.1.2 shall not 
apply if a life annuity form is an optional form preserved under Code Section 
411(d)(6)); (B) on the death of the Participant, the Participant's benefits 
will be paid to his or her Surviving Spouse, if any, or, if his or her 
Surviving Spouse has already consented in a manner conforming to an election 
under Section 6.2.4, then to the Participant's Beneficiary; and (C) the 
normal form of benefit shall be a lump-sum and Sections 6.2.1, 6.2.2 and 
6.2.4 shall not be applied by the Administrator. A Participant in such a 
profit-sharing plan may also elect to receive his or her benefit in the form 
of installments in accordance with Section 6.1.1(C) of the Plan. This Section 
6.1.2 shall not apply, however, with respect to the Participant if it is 
determined that the Plan is a direct or indirect transferee of a defined 
benefit plan, a money purchase pension plan (including a target benefit plan) 
or a stock bonus or profit-sharing plan which is subject to the survivor 
annuity requirements of Code Sections 401(a)(11) and 417. In addition, this 
Section 6.1.2 shall not apply unless the Participant's Surviving Spouse, if 
any, is the Beneficiary of (i) the proceeds of any insurance on the 
Participant's life purchased by Employer contributions or (ii) forfeitures 
allocated to the Participant's Employer Account or unless the Participant's 
Surviving Spouse has consented to the Participant's designation of another 
Beneficiary as referred to in subsection (C) of this Section 6.1.2.

6.1.3 The following transitional rules shall apply for those Participants 
entitled to but not receiving benefits as of August 23, 1984:

(A) Any living Participant not receiving benefits on August 23, 1984, who 
would otherwise not receive the benefits prescribed by Section 6.1 must be 
given the opportunity to elect to have Section 6.1 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 Service when he or she terminated 
from Employment.

(B) 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 an 
Hour of Service in a Plan Year beginning on or after January 1, 1976, must be 
given the opportunity to have his or her benefits paid in accordance with 
this Section 6.1.3(D).

                                     34

<PAGE>


(C) The respective opportunities to elect (as described in these Sections
6.1.3(A) and (B)) must be afforded to the appropriate Participants during the
period commencing on August 23, 1984, and ending on such Participant's Benefit
Commencement Date.

(D) Any Participant who has elected pursuant to this Section 6.1.3(B) and any
Participant who does not elect under this Section 6.1.3(A) or who meets the
requirements of this Section 6.1.3(A) except that such Participant does not have
at least ten Years of Service when he or she terminates from Employment, 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 single life
annuity:

(1) AUTOMATIC QUALIFIED JOINT AND SURVIVOR ANNUITY

If benefits in the form of a single life annuity become payable to a married
Participant who:

(a) begins to receive payments on or after Normal Retirement Age; or

(b) dies on or after Normal Retirement Age while in active Employment; or

(c) begins to receive payments on or after the "Qualified Early Retirement Age",
as that term is defined in Section 6.1.3(D)(3)(a); or

(d) terminates from Employment on or after attaining Normal Retirement Age (or
Qualified Early Retirement Age) and after satisfying the eligibility requirement
for the payment of benefits under the Plan and thereafter dies before his or her
Benefit Commencement Date; then such benefits will be received in the form of a
Qualified joint and Survivor Annuity, unless the Participant has elected
otherwise during the election period which begins at least six months before the
Participant attains Qualified Early Retirement Age and ends no earlier than 90
days before his or her Benefit Commencement Date.  Any election hereunder will
be in writing and may be changed by the Participant at any time.

(2) ELECTION OF EARLY SURVIVOR ANNUITY

A Participant who is employed after attaining the Qualified Early Retirement 
Age will be given the opportunity to elect, beginning on the later of (1) the 
90th day before he or she attains his or her Qualified Early Retirement Age, or 
(2) the date on which participation begins, and ending on the date he or she 
terminates Employment, 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.

(3) QUALIFIED EARLY RETIREMENT Age

(a) For purposes of this section 6.1.3, Qualified Early Retirement Age is the 
latest of:

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

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

(iii) the date the Participant begins participation.

(b) 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 1.77.

6.2 ELECTION OF OPTIONAL FORMS

6.2.1 By notice to the Administrator at any time prior to a Participant's date 
of death and beginning on the first day of the Plan Year in which the 
Participant attains age 35, the Participant may elect, in writing not to receive
the normal form of benefit payment otherwise applicable and to receive instead 
an optional form of benefit payment provided for in Section 6.1.1. If the 
Participant separates from Employment prior to the first day of the Plan Year in
which the Participant attains age 35, the Participant may make such election 
beginning on the date he or she separates from Employment.  This Section 6.2.1 
shall not be applicable if Section 6.1.2 applies to a Participant.

6.2.2 Within a reasonable period, but in any event no less than 30 and no more
than 90 days prior to each Participant's Benefit Commencement Date, the
Administrator shall provide to each Participant a written explanation of the
terms and conditions of a Qualified Joint and Survivor Annuity.  Such written
explanation shall consist of:

(A) the terms and conditions of the 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;

(C) the rights of the Participant's Spouse under Section 6.2.4;

                                       35

<PAGE>

(D) the rights to make, and the effect of, a revocation of a previous election 
to waive the Qualified Joint and Survivor Annuity; and

(E) the relative values of the various optional forms of benefit under the 
Plan.

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

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

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

The Administrator may, on a uniform and nondiscriminatory basis, provide for 
such other notices, information or election periods or take such other action 
as the Administrator considers necessary or appropriate to implement the 
provisions of this Section 6.2.2

6.2.3 A Participant may revoke his or her election to take an optional form 
of benefit, and elect a different form of benefit, at any time prior to the 
Participant's Benefit Commencement Date.

6.2.4 The election of an optional benefit by a Participant after December 31, 
1984, must also be a waiver of a Qualified Joint and Survivor Annuity by the 
Participant. Any waiver of a Qualified Joint and Survivor Annuity shall not 
be effective unless (A) the Participant's Spouse consents in writing; (B) the 
election designates a specific alternate Beneficiary, including any class of 
Beneficiaries or any contingent Beneficiaries which may not be changed 
without spousal consent (or the Spouses expressly permits designations by the 
Participant without any further spousal consent); (C) the Spouse's consent to 
the waiver is witnessed by a Plan representative or notary public; and (D) 
the Spouse's consent acknowledges the effect of the election. Additionally, a 
Participant's waiver of the Qualified Joint and Survivor Annuity will 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 without any further spousal consent. Notwithstanding this 
consent requirement, if the Participant establishes to the satisfaction of a 
Plan representative that such written consent may not be obtained because 
there is no Spouse or the Spouse cannot be located, the election will be 
deemed effective. Any consent necessary under this provision will not be 
valid with respect to any other 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. Additionally, a revocation of a prior waiver may be made by a 
Participant without the consent of the Spouse at any time before his or her 
Benefit Commencement Date. The number of revocations shall not be limited. 
Any new waiver will require a new consent by the electing Participant's 
Spouse. No consent obtained under this provision shall be valid unless the 
Participant has received notice as provided in this Section.

6.2.5 The election of an optional form of benefit which contemplates the 
payment of an annuity shall not be given effect if any person who would 
receive benefits under the annuity dies before the Benefit Commencement 
Date. 

6.3 CHANGE IN FORM OF BENEFIT PAYMENTS

Any former Employee whose payments are being deferred or who is receiving 
installment payments may request acceleration or other modification of the 
form of benefit distribution, subject to Code Section 401(a)(9), provided 
that any necessary consent to such change required pursuant to Section 6.2.4 
is obtained from the Employee's Spouse. This Section 6.3 shall not apply to 
any Employee who becomes a Participant on or after January 1, 1989 or to 
Plans adopted after that date.

6.4 DIRECT ROLLOVERS

6.4.1 The provisions of this Section 6.4 apply only to distributions made on 
or after January 1, 1993.

6.4.2 Notwithstanding any provision of the Plan to the contrary that would 
otherwise limit a Distributee's election under this Section 6.4, a 
Distributee may elect, at the time and in the manner prescribed by the 
Administrator, to have any portion of an Eligible Rollover Distribution paid 
directly to an Eligible Retirement Plan specified by the Distributee in a 
Direct Rollover.

6.4.3 Definitions - All terms used in this Section 6.4 shall have the meaning 
set forth below:

                                      36

<PAGE>

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

(B) Eligible Retirement Plan: An Eligible Retirement Plan is an individual
retirement account described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a), or a qualified trust described in Code Section 401 (a) that
accepts the Distributee's Eligible Rollover Distribution.  However, in the case
of an Eligible Rollover Distribution to the Surviving Spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity.

(C) Distributee: A Distributee includes an Employee or former Employee.  In
addition, the Employee's or former Employee's Surviving Spouse and the
Employee's or former Employee's Spouse or former Spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code Section
414(p), are Distributees with regard to the interest of the Spouse or former
Spouse.

(D) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

                                     ARTICLE VII
                                    DEATH BENEFITS

7.1 PAYMENT OF ACCOUNT BALANCES

7.1.1 The benefits payable to the Beneficiary of a Participant who dies while 
an Employee shall be the Account Balance of all of his or her Accounts 
including, if applicable, the proceeds of any life insurance contract in effect 
on the Participant's life in accordance with Section 7.3. The benefits payable 
to the Beneficiary of a Participant who dies after terminating Employment shall 
be the vested Account Balance of all of his or her Accounts. Except as 
otherwise provided in this Article VII, a Beneficiary may request that he or 
she be paid his or her benefits as soon as practicable after the Participant's 
death.

7.1.2 If a Participant dies before distribution of his or her entire interest in
the Plan has been completed, the remaining interest shall, subject to Section
7.2.5, be distributed to the Participant's Beneficiary in the form, at the time
and from among the methods specified in Section 6.1.1 as elected by the
Beneficiary in writing filed with the Administrator.  If an election is not
received by the Administrator within 90 days following the date the
Administrator is notified of the Participant's death, the distribution shall be
made, if to a Surviving Spouse, in accordance with Section 7.2.5(B), and, if to
some other Beneficiary, to the Beneficiary in a lump-sum.

7.1.3 The value of the benefits payable to a Beneficiary shall be determined in
accordance with Section 10.6.2. If the value of such death benefit is $3,500 or
less, distribution of such benefit shall be made in a lump-sum as soon as
practicable following the death of the Participant.

7.2 BENEFICIARIES

7.2.1 The Administrator shall provide each Participant, within the period
described in Section 7.2.1(A) for such Participant, a written explanation of the
death benefit in such terms and in such a manner as would be comparable to the
explanation provided for meeting the requirements applicable to a Qualified
Joint and Survivor Annuity.  This Section 7.2.1 shall not be applicable if
Section 6.1.2 applies to a Participant.

(A) The period for providing a written explanation of the death benefit for a 
Participant ends on the latest of the following to occur:

(i) 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;

(ii) a reasonable period ending after the Employee becomes a Participant; or

(iii) a reasonable period ending after Code Section 417 first applies to the
Participant.

Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after termination of Employment in case of a Participant who
terminates Employment before attaining age 35 and who has a vested interest in
his or her Account.

(B) For purposes of the preceding paragraph, a reasonable period ending after 
the enumerated events described in (ii) and (iii) 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

                                          37

<PAGE>

date.  A Participant who has a vested interest in his or her Account and who 
terminates Employment before the Plan in which age 35 is attained, shall be 
provided such notice within the two-year period beginning one year prior to and 
ending one year after termination.  If such a Participant returns to 
Employment, the applicable period for such Participant shall be redetermined.

7.2.2  A Participant shall designate one or more Beneficiaries to whom amounts 
due after his or her death, other than under the Qualified Joint and Survivor 
Annuity, shall be paid.  In the event a Participant fails to make a proper 
designation or in the event that no designated Beneficiary survives the 
Participant, the Participant's Beneficiary shall be the Participant's Surviving 
Spouse, or if the Participant has no Surviving Spouse, the legal representative 
of the Participant's estate, as an asset of that estate.  A Participant's 
Beneficiary shall not have any right to benefits under the Plan unless he or 
she shall survive the Participant.

7.2.3  Any designation of a Beneficiary incorporated into an Annuity Contract 
or insurance contract shall be governed by the terms of such Annuity Contract 
or insurance contract.  Any other designation of a Beneficiary must be filed 
with the Administrator, in a time and manner designated by such Administrator, 
in order to be effective.  Any such designation of a Beneficiary may be revoked 
by filing a later designation or an instrument of revocation with the 
Administrator, in a time and manner designated by the Administrator.

7.2.4  Effective after December 31, 1984, a married Participant whose 
designation of a Beneficiary is someone other than his or her Spouse, including 
a Beneficiary referred to in the first sentence of Section 7.2.3, or the change 
of any such Beneficiary to a new Beneficiary other than the Participant's 
Spouse, shall not be valid unless made in writing and consented to by the 
Participant's Spouse in such terms and in such a manner as would be comparable 
to the consent provided for a waiver of the Qualified Joint and Survivor 
Annuity.  The Spouse's consent to such designation must be made in the manner 
described in Section 6.2.4.

7.2.5  Notwithstanding any other provision of the Plan to the contrary:

(A) If the Participant dies after his or her Benefit Commencement Date, but 
before distribution of his or her benefit has been completed, the remaining 
portion of such benefit may continue in the form and over the period in which 
the distributions were being made, but in any event must continue to be made at 
least as rapidly as under the method of distribution being used prior to the 
Participant's death.

(B) If the Participant dies leaving a Surviving Spouse before his or her 
Benefit Commencement Date, the Participant's benefit shall be payable to the 
Participant's Surviving Spouse in the form of an annuity for the life of the 
Surviving Spouse.  The preceding sentence shall not apply if, within 90 days 
following the date the Administrator is notified of the Participant's death, 
his or her Surviving Spouse elects, by written notice to the Administrator, any 
other form of benefit payment specified in Section 6.1.1, or the such Surviving 
Spouse has already consented in a manner described in Section 6.2.4 to a 
distribution to an alternate Beneficiary designated by the Participant.  If the 
Plan is a profit-sharing plan which meets the requirements of Section 6.1.2, 
the Surviving Spouse shall receive his or her distribution in the form of a 
lump-sum unless she or he elects within 90 days following the date the 
Administrator is notified of the Participant's death, any other form of benefit 
payment specified in Section 6.1.1, or the Participant's Surviving Spouse has 
already consented in a manner described in Section 6.2.4 to a distribution to 
an alternate Beneficiary designated by the Participant.  If the Participant's 
benefit is $3,500 or less, distribution shall be made in the form of a lump-sum 
comprised of the assets in the Account immediately prior to the distribution if 
the Account consists of Participant-Directed Assets.  If the Account does not 
consist of Participant-Directed Assets, the distribution shall be in cash.  
If the Participant's benefit is distributable in the form of an annuity for the 
life of the Surviving Spouse, the Surviving Spouse may elect to have such 
annuity distributed immediately.

(C) If the Participant dies before his or her Benefit Commencement Date, the 
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 by the 
designated Beneficiary involved to receive distributions in accordance with (i) 
or (ii) of this subsection (C) below:

(i) if any portion of the Participant's interest is payable to a designated 
Beneficiary who is an individual, distributions may be made in substantially 
equal installments over the life or Life Expectancy, as defined in Section 
5.11.1(D), of the designated Beneficiary commencing on or before December 31 
of the calendar year immediately following the calendar year of the 
Participant's death;

(ii) if the designated Beneficiary is the Participant's Surviving Spouse, the 
date distributions are required to begin in accordance with (i) of this 
subsection (C) shall not be earlier than the later of December 31 of 

                                     38

<PAGE>

the calendar year in which the Participant died and December 31 of the calendar 
year in which the Participant would have attained age 65; and

(iii) if the Surviving Spouse dies before payments begin subsequent 
distributions shall be made as if the Surviving Spouse had been the Participant.

(D) For purposes of this Section 7.2.5, distribution of a Participant's 
interest is considered to begin on the Participant's Required Beginning Date, 
as defined in Section 5.11.1(E).  If distribution in the form of an annuity 
irrevocably commences to the Participant before such Required Beginning Date, 
the date distribution is considered to begin is the date distribution actually 
commences.

(E) For purposes of this Section 7.2.5, any amount paid to a child of the 
Participant will be treated as if it had been paid to the Participant's 
Surviving Spouse if the amount becomes payable to such Surviving Spouse when 
the child reaches the age of majority.

(F) If the Participant has not made an election pursuant to this Section 7.2.5 
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 (i) December 31 
of the calendar year in which distributions would be required to begin under 
this Section or (ii) 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.

7.3  LIFE INSURANCE

7.3.1  With the consent of the Administrator and upon such notice as the 
Administrator may require, a Participant may direct that a portion of his or 
her Account be used to pay premiums on life insurance on the Participant's 
life; provided, however, that (a) the aggregate premiums paid on ordinary life 
insurance must be less than 50% of the aggregate contributions allocated to the 
Participant's Employer Accounts, (b) the aggregate premiums paid on term life 
insurance contracts, universal life insurance contracts and all other life 
insurance contracts which are not ordinary life insurance may not exceed 25% of 
the aggregate contributions allocated to the Participant's Employer Account, 
and (c) the sum of one-half of the premiums paid on ordinary life insurance and 
the total of all other life insurance premiums may not exceed 25% of the 
aggregate contributions allocated to the Employer Account of the Participant.  
For purposes of these limitations, ordinary life insurance contracts are 
contracts with both non-decreasing death benefits and non-increasing premiums.

7.3.2  The Trustee shall be the owner of each life insurance contract purchased 
under this Section 7.3 and the proceeds of each such contract shall be payable 
to the Trustee, provided that all benefits, rights and privileges under each 
contract on the life of a Participant which are available while the Participant 
is living shall be exercised by the Trustee only upon and in accordance with 
the written instructions of the Participant.  The proceeds of all such 
insurance on the life of a Participant shall be paid over by the Trustee to the 
Participant's Beneficiary in accordance with this Article VII.  Under no 
circumstances shall the Trustee retain any part of the proceeds.

7.3.3  Any dividends or credits earned on a life insurance contract shall be 
applied when received in reduction of any premiums thereon, or, if no premiums 
are due, applied to increase the proceeds of the insurance contract.

7.3.4  If a Participant is found by the Administrator to be insurable only at a 
substandard premium rate, the policy shall provide a reduced death benefit 
using the same premium as would be required if the Participant were a standard 
risk, the amount of the death benefit being determined in accordance with the 
amount of the rating.

7.3.5  The cash surrender value of an insurance contract to the extent deriving 
from Employer or Participant contributions, if any, shall be included, 
respectively, in the Account Balance of the Account from which the premiums 
were paid.  Any death benefits under an insurance contract payable before the 
Participant's termination of Employment will be paid to the Trustee for 
addition to the relevant Account of the Participant for distribution in 
accordance with Section 7.1.

7.3.6  Any other provisions herein to the contrary notwithstanding, the 
purchase of life insurance for any Participant shall be subject to such minimum 
premium requirements as the Trustee may determined from time to time.

7.3.7  Premiums on life insurance contracts on a Participant's life shall be 
paid by the Trustee, unless directed otherwise by the Participant, first from 
cash in the Participant's Employer Accounts to the extent thereof, and then 
from cash in the Participant's Participant Contributions Accounts, if any, to 
the extent thereof.  If there is insufficient cash in either Account to pay 
premiums due, the Trustee shall

                                      39

<PAGE>

notify the Participant of this fact.  If the Participant does not thereafter 
instruct the Trustee to sell sufficient assets in an Account of the Participant 
to pay premiums due on a timely basis, the Trustee shall not be obligated to 
take any further action with respect to any life insurance contract on the 
Participant's life, whether as regards continuing insurance on a paid-up basis, 
effecting a reduction of the insurance in force, or otherwise, except at the 
direction of the Participant.

7.3.8  Prior to such time as a Participant becomes entitled to receive a 
distribution of any benefits under this Plan for any reason other than the 
Participant's death, the Trustee shall, pursuant to the written direction of 
the Participant delivered to the Administrator within such period of time as is 
acceptable to the Administrator, either convert all life insurance contracts on 
the Participant's life into cash or an annuity to provide current or future 
retirement income to the Participant or distribute the contracts to the 
Participant as a part of a benefit distribution; provided, however, that:

(A) the contracts shall not be distributed unless, if the Participant is 
married at the time the distribution of the contracts is to be made, and the 
Plan is a money purchase pension plan, a target benefit plan or a 
profit-sharing plan to which Section 6.1.2 does not apply, the Participant's 
Spouse at that time consents to a distribution in the manner prescribed by 
Section 6.2.4; and

(B) if the cash value of any contracts at the time they become distributable to 
a Participant exceeds a Participant's vested interest in his or her Employer 
Accounts at that time, the Participant shall be entitled to receive a 
distribution of such contracts only if the Participant promptly pays such 
excess in cash by the Trust Fund.

Life insurance contracts on a Participant's life shall not continue to be 
maintained under the Plan following the Participant's termination of Employment 
or after Employer contributions have ceased.

If a Participant on whose life an insurance contract is held does not make a 
timely and proper direction regarding the contract under this Section 7.3.8, 
the Participant shall be deemed to have directed that the contract be converted 
into cash to be distributed in the manner in which the Participant's benefit is 
to be distributed.

7.3.9  Anything contained herein to the contrary notwithstanding, in the event 
of any conflict between the terms of the Plan and the terms of any insurance 
contract purchased under this Section 7.3, the provisions of the Plan shall 
control.

                                ARTICLE VIII
                                FIDUCIARIES

8.1  NAMED FIDUCIARIES

8.1.1  The Administrator shall be a "named fiduciary" of the Plan, as that term 
is defined in ERISA Section 402(a)(2), with authority to control and manage 
the operation and administration of the Plan, other than authority to manage 
and control Plan assets.

The Administrator shall also be the "administrator" and "plan administrator" 
with respect to the Plan, as those terms are defined in ERISA Section 3(16)(A) 
and in Code Section 414(g), respectively.


8.1.2  The Trustee, or Investment Committee if appointed by the Employer, shall 
be a "named fiduciary" of the Plan, as that term is defined in ERISA Section 
402(a)(2), with authority to manage and control all Trust Fund assets and to 
select an Investment Manager or Investment Managers.  If Merrill Lynch Trust 
Company is the Trustee, it shall be a nondiscretionary trustee; an Investment 
Committee shall be appointed and shall be the Employer, who may also remove 
such Investment Committee; and the Investment Committee shall be the "named 
fiduciary" with respect to Trust Fund assets.  Anything in this Section 8.1.2 
to the contrary notwithstanding, with respect to Participant-Directed Assets, 
the Participant or Beneficiary having the power to direct the investment of 
such assets shall be the "named fiduciary" with respect thereto.

8.1.3  The Trustee, or Investment Committee if appointed by the Employer, shall 
have the power to make and deal with any investment of the Trust Fund permitted 
in Section 10.4, except Participant-Directed Assets or assets for which an 
Investment Manager has such power, in any manner which it deems advisable and 
shall also:

(A) establish and carry out a funding policy and method consistent with the 
objectives of the Plan and the requirements of ERISA;

(B) have the power to select Annuity Contracts, if applicable;

(C) have the power to determine, if applicable, what investments specified in 
Section 10.4, including, without limitation, Qualified Employer Securities and 
regulated investment company shares, are available as Participant-Directed 
Assets; and

                                     40

<PAGE>

(D) have all the rights, powers, duties and obligations granted or imposed upon 
it elsewhere in the Plan.

8.2  EMPLOYMENT OF ADVISERS

A "named fiduciary", with respect to the Plan (as defined in ERISA Section 
402(a)(2)) and any "fiduciary" (as defined in ERISA Section 3(4)) appointed by 
such a "named fiduciary", may employ one or more persons to render advice with 
regard to any responsibility of such "named fiduciary" or "fiduciary" under the 
Plan.

8.3  MULTIPLE FIDUCIARY CAPACITIES

Any "named fiduciary" with respect to the Plan (as defined in ERISA Section 
402(a)(2)) and any other "fiduciary" (as defined in ERISA Section 3(4)) with 
respect to the Plan may serve in more than one fiduciary capacity.

8.4  INDEMNIFICATION

To the extent not prohibited by state or federal law, the Employer agrees to, 
and shall indemnify and save harmless, as the case may be, each Administrator 
(if a person other than the Employer), Trustee, Investment Committee and/or any 
Employee, officer or director of the Employer, or an Affiliate, from all claims 
for liability, loss, damage or expense (including payment of reasonable 
expenses in connection with the defense against any such claim) which result 
from any exercise or failure to exercise any of the indemnified person's 
responsibilities with respect to the Plan, other than by reason of gross 
negligence.

8.5  PAYMENT OF EXPENSES

8.5.1  All Plan expenses, including without limitation, expenses and fees 
(including fees for legal services rendered and fees to the Trustee) of the 
Sponsor, Administrator, Investment Manager, Trustee, and any insurance company, 
shall be charged against and withdrawn from the Trust Fund; provided, however, 
the Employer may pay any of such expenses or reimburse the Trust Fund for any 
payment.

8.5.2  All transactional costs or charges imposed or incurred (if any) for 
Participant-Directed Assets shall be charged to the Account of the directing 
Participant or Beneficiary.  Transactional costs and charges shall include, but 
shall not be indebted to, charges for the acquisition or sale or exchange of 
Participant-Directed Assets, brokerage commissions, service charges and 
professional fees.

8.5.3  Any taxes which may be imposed upon the Trust Fund or the income 
therefrom shall be deducted from and charged against the Trust Fund.


                                      ARTICLE IX
                                 PLAN ADMINISTRATION

9.1  THE ADMINISTRATOR

9.1.1  The Employer may appoint one or more persons as Administrator, who may 
also be removed by the Employer.  If any individual is appointed as 
Administrator, and the individual is an Employee, the individual will be 
considered to have resigned as Administrator if he or she terminates Employment 
and at least one other person continues to serve as Administrator.  Employees 
shall receive no compensation for their services rendered to or as 
Administrator.

9.1.2  If more than one person is designated as Administrator, the 
Administrator shall act by a majority of its members at the time in office and 
such action may be taken either by a vote at a meeting or in writing without a 
meeting. However, if less than three members are appointed, the Administrators 
shall act only upon the unanimous consent of its members.  An Administrator who 
is also a Participant shall not vote or act upon any matter relating to himself 
or herself, unless such person is the sole Administrator.

9.1.3  The Administrator may authorize in writing any person to execute any 
document or documents on the Administrator's behalf, and any interested person, 
upon receipt of notice of such authorization directed to it, may thereafter 
accept and rely upon any document executed by such authorized person until the 
Administrator shall deliver to such interested person a written revocation of 
such authorization.

9.2  POWERS AND DUTIES OF THE ADMINISTRATOR

9.2.1  The Administrator shall have the power to construe the Plan and to 
determine all questions of fact or interpretation that may arise thereunder, 
and any such construction or determination shall be conclusively binding upon 
all persons interested in the Plan.

9.2.2  The Administrator shall have the power to promulgate such rules and 
procedures, to maintain or cause to be maintained such records and to issue 
such forms as it shall deem necessary and proper for the administration of the 
Plan.

9.2.3  Subject to the terms of the Plan, the Administrator shall determine the 
time and manner in which all elections authorized by the Plan shall be made or 
revoked.

                                          41

<PAGE>

9.2.4 The Administrator shall have all the rights, powers, duties and 
obligations granted to or imposed upon it elsewhere in the Plan.


9.2.5 The Administrator shall exercise all of its responsibilities in a 
uniform and nondiscriminatory manner.

9.3 DELEGATION OF RESPONSIBILITY

The Administrator may designate persons, including persons other than "named 
fiduciaries" (as defined in ERISA Section 402(a)(2)) to carry out the 
specified responsibilities of the Administrator and shall not be liable for 
any act or omission of a person so designated.

                                ARTICLE X
                    TRUSTEE AND INVESTMENT COMMITTEE


10.1 APPOINTMENT OF TRUSTEE AND INVESTMENT COMMITTEE

10.1.1 The Employer shall appoint one or more persons as a Trustee who shall 
serve as such for all or a portion of the Trust Fund. By executing the 
Adoption Agreement: (i) the Employer represents that all necessary action has 
been taken for the appointment of the Trustee; (ii) the Trustee acknowledges 
that it accepts such appointment; and (iii) both the Employer and the Trustee 
agree to act in accordance with the Trust provisions contained in this 
Article X.

10.1.2 An Employee appointed as Trustee or to the Investment Committee shall 
receive no compensation for services rendered in such capacity and will be 
considered to have resigned if he or she terminates Employment and at least 
one other person continues to act as Trustee or as the Investment Committee, 
as the case may be. If Merrill Lynch Trust Company is the Trustee, the 
Employer shall appoint an Investment Committee and Merrill Lynch Trust 
Company shall be a nondiscretionary trustee.

10.1.3 If more than one person is acting as the Trustee, or as an Investment 
Committee, such Trustee, or Investment Committee, shall act by a majority of 
the persons at the time so acting and such action may be taken either by a 
vote at a meeting or in writing without a meeting. If less than three members 
are serving, the Trustee or Investment Committee, shall act only upon the 
unanimous consent of those serving. The Trustee, or Investment Committee, may 
authorize in writing any person to execute any document or documents on its 
behalf, and any interested person, upon receipt of notice of such 
authorization directed to it, may thereafter accept and rely upon any 
document executed by such authorized person until the Trustee, or Investment 
Committee, shall deliver to such interested person a written revocation of 
such authorization.

10.2 THE TRUST FUND

The Trustee shall receive such sums of money or other property acceptable to 
the Trustee which shall from time to time be paid or delivered to the Trustee 
under the Plan. The Trustee shall hold in the Trust Fund all such assets, 
without distinction between principal and income, together with all property 
purchased therewith and the proceeds thereof and the earnings and income 
thereon. The Trustee shall not be responsible for, or have any duty to 
enforce, the collection of any contributions or assets to be paid or  
transferred to it, or for verifying whether contributions or transfers to it 
are allowable under the Plan, nor shall the Trustee be responsible for the  
adequacy of the Trust Fund to meet or discharge liabilities under the Plan.

10.2.1 The Trustee shall receive in cash or other assets acceptable to 
the Trustee, so long as such assets received do not constitute a prohibited 
transaction, all contributions paid or delivered to it which are allocable 
under the Plan and to the Trust Fund and all transfers paid or delivered 
under the Plan to the Trust Fund from a predecessor trustee or another trust 
(including a trust forming part of another plan qualified under Code Section 
401(a); provided, however, that the Trustee shall not be obligated to receive 
any such contribution or transfer unless prior thereto or coincident 
therewith, as the Trustee may specify, the Trustee has received such 
reconciliation, allocation, investment or other information concerning, or 
such direction, contribution or representation with respect to, 
the contribution or transfer or the source thereof as the Trustee may 
require. The Trustee shall have no duty or authority to (a) require any 
contributions or transfers to be made under the Plan or to the Trustee, (b) 
compute any amount to be contributed or transferred under the Plan to the 
Trustee, or (c) determine whether amounts received by the Trustee comply with 
the Plan.

10.2.2 The Trust Fund shall consist of all money and other property received 
by the Trustee pursuant to Section 10.2, increased by any income or gains on 
or increment in such assets and decreased by any investment loss or expense, 
benefit or disbursement paid pursuant to the Plan.


10.3 RELATIONSHIP WITH ADMINISTRATOR

10.3.1 Neither the Trustee, nor the Investment Committee, if any, shall be 
responsible in any respect for the administration of the Plan. Payments of 
money or property from the Trust Fund shall be made

                                     42

<PAGE>

by the Trustee upon direction from the Administrator or its designee.  
Payments by the Trustee shall be transmitted to the Administrator or its 
designee for delivery to the proper payees or to payee addresses supplied by 
the Administrator or its designee, and the Trustee's obligation to make such 
payments shall be satisfied upon such transmittal. The Trustee shall have no 
obligation to determine the identity of persons entitled to payments under 
the Plan or their addresses.

10.3.2 Directions from or on behalf of the Administrator or its designee 
shall be communicated to the Trustee or the Trustee's designee for that 
purpose only in a manner and in accordance with procedures acceptable to the 
Trustee.  The Trustee's designee shall not, however, be empowered to 
implement any such directions except in accordance with procedures acceptable 
to the Trustee.  The Trustee shall have no liability for following any such 
directions or failing to act in the absence of any such directions.  The 
Trustee shall have no liability for the acts or omissions of any person 
making or failing to make any direction under the Plan or the provisions of 
this Article X nor any duty or obligation to review any such direction, act 
or omission.

10.3.3 If a dispute arises over the propriety of the Trustee making any payment
from the Trust Fund, the Trustee may withhold the payment until the dispute has
been resolved by a court of competent jurisdiction or settled by the parties to
the dispute.  The Trustee may consult legal counsel and shall be fully protected
in acting upon the advice of counsel.

10.4 INVESTMENT OF ASSETS

10.4.1 Except as provided in Section 10.4.2, investments of the Trust Fund 
shall be made in the following, but only if compatible with the Sponsor's 
administrative and operational requirement and framework:

(A) shares of any regulated investment company managed in whole or in part by 
the Sponsor or any affiliate of the Sponsor;

(B) any property purchased through the Sponsor or any affiliate of the 
Sponsor, whether or not productive of income or consisting of wasting assets, 
including, without limitation by specification, governmental, corporate or 
personal obligations, trust and participation certificates, leaseholds, fee 
titles, mortgages and other interests in realty, preferred and common stocks, 
convertible stocks and securities, shares of regulated investment companies, 
certificates of deposit, put and call options and other option contracts of 
any type, foreign or domestic, whether or not traded on any exchange, futures 
contracts and options on futures contracts traded on or subject to the rules 
of an exchange which has been designated as a contract market by the 
Commodity Futures Trading Commission, an independent U.S. government agency, 
contracts relating to the lending of property, evidences of indebtedness or 
ownership in foreign corporations or other enterprises, or indebtedness of 
foreign governments, group trust participations, limited or general 
partnership interests, insurance contracts, annuity contracts, any other 
evidences of indebtedness or ownership including oil, mineral or gas 
properties, royalty interests or rights (including equipment pertaining 
thereto); and

(C) Qualifying Employer Securities or "qualifying employer real properties" (as
that term is defined in ERISA Section 407(d) to the extent permitted in Section
10.4.3).

10.4.2(A) Up to 25% or with the written consent of the Sponsor or its
representative, an additional percentage of each Plan Year's contributions may
be invested in property as specified in Section 10.4.1(B) acquired through a
person other than the Sponsor or an affiliate of the Sponsor.

(B) Except as permitted by Section 10.4.2 and except as may result from a
Rollover Contribution or a trust to trust transfer, without the written consent
of the Sponsor or its representative, property may not be acquired through a
person other than the Sponsor or an affiliate of the Sponsor if following such
acquisitions the value of the property so acquired would exceed 25% of the value
of the Trust Fund.

10.4.3 In its sole discretion, the Investment
Committee, or Trustee if there is no Investment
Committee:

(A) may permit the investment of up to 10% of the Trust Fund in Qualifying
Employer Securities or "qualifying employer real property" (as that term is
defined in ERISA Section 407(d)), to the extent such investment is compatible
with the Sponsor's administrative and operational requirements and framework;
and

(B) may determine, subject to Section 10.4.2, that a percentage of assets in
excess of 10% of the Trust Fund may be invested in Qualifying Employer
Securities or "qualifying employer real property" by a profit-sharing plan.

10.4.4 This Plan will be recognized as a Prototype Plan by the Sponsor only by
complying with the provisions of this Section 10.4.

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<PAGE>


10.5 INVESTMENT DIRECTION, PARTICIPANT-DIRECTED ASSETS AND QUALIFYING 
EMPLOYER INVESTMENTS

10.5.1

The Trustee, or Investment Committee if appointed, shall manage the 
investment of the Trust Fund except insofar as (a) an Investment Manager has 
authority to manage Trust assets, or (b) Participant-Directed Assets are 
permitted as specified in the Adoption Agreement. Except a required by ERISA, 
if an Investment Committee is acting, the Trustee shall invest the Trust Fund 
as directed by the Investment Committee, an Investment Manager or a 
Participant or Beneficiary, as the case may be, and the Trustee shall have no 
discretionary control over, nor any other discretion regarding, the 
investment or reinvestment of any asset of the Trust.

Participant-Directed Assets shall be invested in accordance with the 
direction of the Participant or, in the event of the Participant's death 
before an Account is fully paid out, the Participant's Beneficiary with 
respect to the assets involved; provided, however, the Participant-Directed 
Assets may not be invested in "collectibles" (as defined in Code Section 
408(m)(2)). If there are Participant-Directed Assets, the investment of these 
assets shall be made in accordance with such rules and procedures established 
by the Administrator which must be consistent with the rules and procedures 
of the Sponsor or its affiliate, as the case may be.

10.5.2 With respect to Participant-Directed Assets, neither the 
Administrator, the Investment Committee nor the Trustee shall:

(A) make any investments or dispose of any investments without the direction 
of the Participant or Beneficiary for whom the Participant-Directed Assets 
are maintained, except as provided in Section 8.5 so as to pay fees or 
expenses of the Plan;

(B) be responsible for reviewing any investment direction with respect to 
Participant-Directed Assets or for making recommendations on acquiring, 
retaining or disposing of any assets or otherwise regarding any assets;

(C) have any duty to determine whether any investment is an authorized or 
proper one; or

(D) be liable for following any investment direction or for any losses, taxes 
or other consequences incurred as a consequence of investments selected by 
any Participant or Beneficiary or for holding assets uninvested until it 
receives proper instructions.

10.5.3 If Participant-Directed Assets are permitted, a list of the 
Participants and Beneficiaries and such information concerning them as the 
Trustee may specify shall be provided by the Employer or the Administrator to 
the Trustee and/or such person as are necessary for the implementation of the 
direction in accordance with the procedure acceptable to the Trustee.

10.5.4 It is understood that the Trustee may, from time to time, have on hand 
funds which are received as contributions or transfers to the Trust Fund 
which are awaiting investment or funds from the sale of Trust Fund assets 
which are awaiting reinvestment. Absent receipt by the Trustee of a direction 
from the proper person for the investment or reinvestment of such funds or 
otherwise prior to the application of funds in implementation of such a 
direction, the Trustee shall cause such funds to be invested in shares of 
such money market fund or other short term investment vehicle as the Trustee, 
or Investment Committee of appointed, may specify for this purpose from 
time to time. Any such investment fund may be sponsored, managed or 
distributed by the Sponsor or an affiliate of the Sponsor.

10.5.5 Directions for the investment or reinvestment of Trust assets of a 
type referred to in Section 10.4 from the Investment Committee, an Investment 
Manager or a Participant or Beneficiary, as the case may be, shall, in a 
manner and in accordance with procedures acceptable to the Trustee, be 
communicated to and implemented by, as the case may be, the Trustee, the 
Trustee's designee or, with the Trustee's consent and if an Investment 
Committee is operating, a broker/dealer designated for the purpose by the 
Investment Committee. Communication of any such direction to such a designee 
or broker/dealer shall conclusively be deemed an authorization to the 
designee or broker/dealer to implement the direction even though coming from 
a person other than the Trustee. The Trustee shall have no liability for its 
or any other person's following such directions or failing to act in the 
absence of any such directions. The Trustee shall have no liability for the 
acts or omissions of any person directing the investment or reinvestment of 
Trust Fund assets or making or failing to make any direction referred to in 
Section 10.5.6.

10.5.6 The voting and other rights in securities or other assets held in the 
Trust shall be exercised by the Trustee provided, however, that if an 
Investment Committee is appointed, the Trustee shall act as directed by such 
person who at the time has the right to direct the investment or reinvestment 
of the security or other asset involved.

10.5.7 With respect to any Qualifying Employer Securities allocated to an 
Account, each Participant shall be entitled to direct the Trustee in writing 
as to


                                     44

<PAGE>

the manner in which Qualifying Employer Securities are to be voted.

10.5.8 With respect to any Qualifying Employer Securities allocated to an
Account, each Participant shall be entitled to direct the Trustee in writing as
to the manner in which to respond to a tender or exchange offer or other
decisions with respect to the Qualifying Employer Securities.

The Administrator shall utilize its best efforts to timely distribute or cause
to be distributed to each Participant such information received from the Trustee
as will be distributed to shareholders of the Employer in connection with any
such tender or exchange offer or other similar matter or any vote referred to in
Section 10.5.7.

10.5.9 If an Investment Committee is appointed, notwithstanding any provision
hereof to the contrary, in the event the person with the right to direct a
voting or other decision with respect to any security, Qualifying Employer
Securities, or other asset held in the Trust does not communicate any decision
on the matter to the Trustee or the Trustee's designee by the time prescribed by
the Trustee or the Trustee's designee for that purpose or if the Trustee
notifies the Investment Committee, if applicable, either that it does not have
precise information as to the securities, Qualifying Employer Securities, or
other assets involved allocated on the applicable record date to the accounts of
all Participants and Beneficiaries or that time constraints make it unlikely
that Participant, Beneficiary or Investment Manager direction, as the case may
be, can be received on a timely basis, the decision shall be the responsibility
of the Investment Committee and shall be communicated to the Trustee on a timely
basis.  In the event an Investment Committee with any right under the Plan to
direct a voting or other decision with respect to any security, Qualifying
Employer Securities, or other asset held in the Trust, does not communicate any
decision on the matter to the Trustee or the Trustee's designee by the time
prescribed by the Trustee for that purpose, the Trustee may, at the cost of the
Employer, retain an Investment Manager with full discretion to make the
decision.  Except as required by ERISA, the Trustee shall (a) follow all
directions above referred to in this Section and (b) shall have no duty to
exercise voting or other rights relating to any such security,
Qualifying Employer Security or other asset,

10.5.10 The Administrator shall establish, or cause to be established, a
procedure acceptable to the Trustee for the timely dissemination to each person
entitled to direct the Trustee or its designee as to a voting or other decision
called for thereby or referred to therein of all proxy and other materials
bearing on the decision.

10.5.11 Any person authorized to direct the investment of Trust assets may, if
the Trustee and the Investment Committee, if applicable, so permit, direct the
Trustee to invest such assets in a common or collective trust maintained by the
Trustee for the investment of assets of qualified trusts under section 401(a)
of the Code, individual retirement accounts under section 408(a) of the Code and
plans or governmental units described in section 818(a)(6) of the Code.  The
documents governing any such common or collective trust fund maintained by the
Trustee, and in which Trust assets have been invested, are hereby incorporated
into this Article X by reference.

10.6 VALUATION OF ACCOUNTS

10.6.1 A Participant's Accounts shall be valued at fair market value on each 
Valuation Date.  Subject to Section 10.6.2(A), as of each Valuation Date, the 
earnings and losses and expenses of the Trust Fund shall be allocated to each 
Participant Account in the ratio that such Account Balance in that category 
of Accounts bears to all Account Balances in that category. With respect to 
Participant-Directed Assets, the earnings and losses and expenses (including 
transactional expenses pursuant to Section 8.5.2) of such 
Participant-Directed Assets shall be allocated to the Account of the 
Participant or Beneficiary having authority to direct the investment of the 
assets in his or her Account.

10.6.2 The Valuation Date with respect to any distributions (including, without
limitation, loan distributions and purchase of annuities) from any Account upon
the occurrence of a Benefit Commencement Date or otherwise, shall be:

(A) with respect to Participant-Directed Asset, the date as of which the Account
distribution is made; and

(B) with respect to other assets, the Valuation Date immediately preceding the
Benefit Commencement Date, if applicable, or immediately preceding the proposed
date of any other distribution from an Account.

With respect to any contribution allocable to an Account which has not been 
made as of a Valuation Date determined pursuant to this Section 10.6.2, the 
principal amount of such contribution distributable because of the occurrence 
of a Benefit Commencement Date shall be distributed as soon as practicable 
after the date paid to the Trust Fund.

10.6.3 The assets of the Trust shall be valued at fair market value as 
determined by the Trustee based upon such sources of information as it may 
deem

                                           45


<PAGE>

reliable, including, but not limited to, stock market quotations, statistical 
evaluation services, newspapers of general circulation, financial 
publications, advice from investment counselors or brokerage firms, or any 
combination of sources. The recoverable costs incurred in establishing values 
of the Trust Fund shall be a charge against the Trust Fund, unless paid by 
the Employer.

When the Trustee is unable to arrive at a value based upon information from 
independent sources, if may rely upon information from the Employer, 
Administrator, Investment Committee, appraisers or other sources, and shall 
not incur any liability for inaccurate valuation based in good faith upon 
such information.

10.7 INSURANCE CONTRACTS

The Trustee, if an Investment Committee is not appointed, Investment 
Committee, or Participant or Beneficiary with respect to Participant-Directed
Assets, may appoint one or more insurance companies to hold assets of the 
Plan, and may direct, subject to Section 7.3, the purchase of insurance 
contracts or policies from one or more insurance companies with assets of the 
Plan. Neither the Investment Committee, Trustee nor the Administrator shall 
be liable for the validity of any such contract or policy, the failure of any 
insurance company to make any payments or for any act or omission of an 
insurance company with respect to any duties delegated to any insurance 
company.

10.8 THE INVESTMENT MANAGER

10.8.1 The Trustee, if an Investment Committee is not appointed, Investment 
Committee, or the Participant or Beneficiary with respect to 
Participant-Directed Assets, may, by an instrument in writing, appoint one or 
brokerage Investment Managers, who may be an affiliate of the Merrill Lynch 
Trust Company, to direct the Trustee in the investment of all or a specified 
portion of the assets of the Trust in property specified in Section 10.4. Any 
such Investment Manager shall be directed by the Trustee, if an Investment 
Committee is not appointed, Investment Committee, Participant or Beneficiary, 
as the case may be, to act in accordance with the procedures referred to in 
Section 10.5.5. If appointed, the Investment Committee shall notify the 
Trustee in writing before the effectiveness of the appointment or removal of 
any Investment Manager. If there is more than one Investment Manager whose 
appointment is effective under the plan at any one time, the Trustee shall, 
upon written instructions from the Investment Committee, Participant or 
Beneficiary, establish separate levels for control by each such Investment 
Manager. The funds shall consist of those Trust Fund assets designated by the 
Investment Committee, Participant or Beneficiary.

10.8.2 Each person appointed as an investment manager shall be:

(A) an investment adviser registered under the Investment Advisers Act of 
1940,

(B) a bank as defined in that Act, or

(C) an insurance company qualified to manage, acquire or dispose of any asset 
of the Plan under the laws of more than one state.

10.8.3 Each Investment Manager shall acknowledge in writing that it is a 
"fiduciary" (as defined in ERISA Section 3(21)) with respect to the Plan. The 
Trustee, or the Investment Committee if appointed, shall enter into an 
agreement with each Investment Manager specifying the duties and compensation 
of such Investment Manager and the other terms and conditions under which 
such Investment Manager shall be retained. Neither the Trustee nor the 
Investment Committee, if appointed, shall be liable for any act or omission 
of any Investment Manager and shall not be liable for following the advice of 
any Investment Manager with respect to any duties delegated to any Investment 
Manager.

10.8.4 The Trustee, or Investment Committee if appointed, or the Participant 
or Beneficiary, if applicable with respect to Participant-Directed Assets, 
shall have the power to determine the amount of Trust Fund assets to be 
invested pursuant to the direction of a designated Investment Manager and to 
set investment objectives and guidelines for the Investment Manager.

10.8.5 Second Trust Fund. The Employer may appoint a second trustee under the 
Plan with respect to assets which the Employer desires to contribute or have 
transferred to the Trust Fund, but which the other Trustee does not choose to 
accept, provided, however, that if a Merrill Lynch Trust Company is a 
Trustee, the consent (which consent may be widespread by its acceptance of 
its appointment as Trustee) shall be required. In the event and upon the 
effectiveness of the acceptance of the second Trustee's appointment, the 
Employer shall be deemed to have created two trust funds under the Plan, each 
with its own Trustee, each governed separately by this Article X. Each 
Trustee under such an arrangement shall, however, discharge its duties and 
responsibilities solely with respect to those assets of the Trust delivered 
into its possession and except pursuant to ERISA, shall have no duties, 
responsibilities or obligations with respect to property of the other Trust 
nor any liability for the acts or omissions of the other Trustee. As a 
condition to its consent to the appointment of a second trustee, Merrill 
Lynch Trust Company shall assume that recordkeeping

                                     46

<PAGE>

distribution and reporting procedures are established on a coordinated basis 
between it and the second trustee as considered necessary or appropriate with 
respect to the Trusts.

10.9 POWERS OF TRUSTEE

10.9.1 At the direction of the person authorized to direct such action as 
referred to in Section 10.5.1, but limited to those assets or categories of 
assets acceptable to the Trustee as referred to in Section 10.4, or at its 
own discretion if no such person is so authorized, the Trustee, or the 
Trustee's designee or a broker/dealer as referred to in Section 10.5.5, is 
authorized and empowered:

(A) To invest and reinvest the Trust Fund, together with the income 
therefrom, in assets specified in Section 10.4;

(B) To deposit or invest all or any part of the assets of the Trust in 
savings accounts or certificates of deposit or other deposits in a bank or 
savings and loan association or other depository institution, including the 
Trustee or any of its affiliates, provided with respect to such deposits with 
the Trustee or an affiliate the deposits bear a reasonable interest rate;

(C) To hold, manage, improve, repair and control all property, real or 
personal, forming part of the Trust Fund; to sell, convey, transfer, 
exchange, partition, lease for any term, even extending beyond the duration 
of this Trust, and otherwise dispose of the same from time to time;

(D) To have, respecting securities, all the rights, powers and privileges of 
an owner, including the power to give proxies, pay assessments and other sums 
deemed by the Trustee necessary for the protection of the Trust Fund; to vote 
any corporate stock either in person or by proxy, with or without power of 
substitution, for any purpose; to participate in voting trusts, pooling 
agreements, foreclosures, reorganizations, consolidations, mergers and 
liquidations, and in connection therewith to deposit securities with or 
transfer title to any protective or other committee; to exercise or sell 
stock subscriptions or conversion rights; and, regardless of any limitation 
elsewhere in this instrument relative to investments by the Trustee, to 
accept and retain as an investment any securities or other property received 
through the exercise of any of the foregoing powers;

(E) Subject to Section 10.5.4 hereof, to hold in cash, without liability for 
interest, such portion of the Trust Fund which it is directed to so hold 
pending investments, or payment of expenses, or the distribution of benefits;

(F) To take such actions as may be necessary or desirable to protect the 
Trust from loss due to the default on mortgages held in the Trust including 
the appointment of agents or trustees in such other jurisdictions as may seem 
desirable, to transfer property to such agents or trustees, to grant to such 
agents such powers as are necessary or desirable to protect the Trust Fund, 
to direct such agent or trustee, or to delegate such power to direct, and to 
remove such agent or trustee;

(G) To settle, compromise or abandon all claims and demands in favor of or 
against the Trust Fund;

(H) To invest in any common or collective trust fund of the type referred to 
in Section 10.5.8 hereof maintained by the Trustee;

(I) To exercise all of the further rights, powers, options and privileges 
granted, provided for, or vested in trustees generally under the laws of the 
State of New Jersey, so that the powers conferred upon the Trustee herein 
shall not be in limitation of any authority conferred by law, but shall be in 
addition thereto;

(J) To borrow money from any source and to execute promissory notes, 
mortgages or other obligations and to pledge or mortgage any trust assets as 
security, subject to applicable requirements of the Code and ERISA; and

(K) To maintain accounts at, execute transactions through, and lend on an 
adequately secured basis stocks, bonds or other securities to, any brokerage 
or other firm, including any firm which is an affiliate of the Trustee.

10.9.2 To the extent necessary or which it deems appropriate to implement its 
powers under Section 10.9.1 or otherwise to fulfill any of its duties and 
responsibilities as trustee of the Trust Fund, the Trustee shall have the 
following additional powers and authority:

(A) to register securities, or any other property, in its name or in the name 
of any nominee, including the name of any affiliate or the nominee name 
designated by any affiliate, with or without indication of the capacity in 
which property shall be held, or to hold securities in bearer form and to 
deposit any securities or other property in a depository or clearing 
corporation;

(B) to designate and engage the services of, and to delegate powers and 
responsibilities to, such agents, representatives, advisers, counsel and 
accountants as the Trustee considers necessary or appropriate, any of whom 
may be an affiliate of the Trustee or a person

                                       47

<PAGE>

who renders services to such an affiliate, and, as a part of its expenses 
under this Trust Agreement, to pay their reasonable expenses and compensation;

(C) to make, execute and deliver, as Trustee, any and all deeds, leases, 
mortgages, conveyances, waivers, releases or other instruments in writing 
necessary or appropriate for the accomplishment of any of the powers listed 
in this Trust Agreement; and

(D) generally to do all other acts which the Trustee deems necessary or 
appropriate for the protection of the Trust Fund.

10.9.3  The Trustee shall have no duties or responsibilities other than those 
specified in the Plan.

10.10 ACCOUNTING AND RECORDS

10.10.1 The Trustee shall maintain or cause to be maintained accurate records 
and accounts of all Trust transactions and assets. The records and accounts 
shall be available at reasonable times during normal business hours for 
inspection or audit by the Administrator, Investment Committee, if appointed, 
or any person designated for the purpose by either of them.

10.10.2 Within 60 days following the close of each fiscal year of the Plan or 
the effective date of the removal or resignation of the Trustee, the Trustee 
shall file with the Administrator a written accounting setting forth all 
transactions since the end of the period covered by the last previous 
accounting. The accounting shall include a listing of the assets of the Trust 
showing the value of such assets at the close of the period covered by the 
accounting. On direction of the Administrator, and if previously agreed to by 
the Trustee, the Trustee shall submit to the Administrator interim 
valuations, reports or other information pertaining to the Trust.

The Administrator may approve the accounting by written approval delivered to 
the Trustee or by failure to deliver written objections to the Trustee within 
60 days after receipt of the accounting. Any such approval shall be binding 
on the Employer, the Administrator, the Investment Committee and, to the 
extent permitted by ERISA, all other persons.

10.11 JUDICIAL SETTLEMENT OF ACCOUNTS

The Trustee can apply to a court of competent jurisdiction at any time for 
judicial settlement of any matter involving the Plan including judicial 
settlement of the Group Trustee's account. If it does so, the Trustee must 
give the Administrator the opportunity to participate in the court 
proceedings, but the Trustee can also involve other persons. Any expenses the 
Trustee incurs in legal proceedings involving the Plan, including attorney's 
fees, are chargeable to the Trust Fund as an administrative expense. Any 
judgment or decree which may be entered in such a proceeding, shall, subject 
to the provision of ERISA, be conclusive upon all persons having or claiming 
to have any interest in the Trust Fund or under any Plan.

10.12 RESIGNATION AND REMOVAL OF TRUSTEE

10.12.1 The Trustee may resign at any time upon at least 30 days' written 
notice to the Employer.

10.12.2 The Employer may remove the Trustee upon at least 30 days' written 
notice to the Trustee.

10.12.3 Upon resignation or removal of the Trustee, the Employer shall 
appoint a successor trustee. Upon failure of the Employer to appoint, or the 
failure of the effectiveness of the appointment by the Employer of, a 
successor trustee by the effective date of the resignation or removal, the 
Trustee may apply to any court of competent jurisdiction for the appointment 
of a successor.

Promptly after receipt by the Trustee of notice of the effectiveness of the 
appointment of the successor trustee: (a) the Trustee shall deliver to the 
successor trustee such records as may be reasonably requested to enable the 
successor trustee to properly administer the Trust Fund and all property of 
the Trust after deducting therefrom such amounts as the Trustee deems 
necessary to provide for expenses, taxes, compensation or other amounts due 
to or by the Trustee not paid by the Employer prior to the delivery; and (b) 
except if the second Trustee is removed or resigns, the Plan will no longer 
be considered a prototype plan.

10.12.4 Upon resignation or removal of the Trustee, the Trustee shall have 
the right to a settlement of its account, which settlement shall be made, at 
the Trustee's option, either by an agreement of settlement between the 
Trustee and the Employer or by a judicial settlement in an action instituted 
by the Trustee. The Employer shall bear the cost of any such judicial 
settlement, including reasonable attorneys fees.

10.12.5 The Trustee shall not be obligated to transfer Trust assets until the 
Trustee is provided insurance by the Employer satisfactory to the Trustee 
that all fees and expenses reasonably anticipated will be paid.

10.12.6 Upon settlement of the account and transfer of the Trust Fund to the 
successor trustees, all rights and privileges under the Trust Agreement shall 
vest in the successor trustee and all responsibility and liability of the 
Trustee with respect to the Trust and 

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<PAGE>

assets thereof shall, except as otherwise required by ERISA, terminate subject
only to the requirement that the Trustee execute all necessary documents to
transfer the Trust assets to the successor trustee.

10.13 GROUP TRUST

10.13.1 If elected by the Employer in the Adoption Agreement, the Trustee shall
be the Trustee for this Plan and for each other qualified plan specified in the
Adoption Agreement; provided, however, that such other qualified plan is in
effect pursuant to an Adoption Agreement under this Prototype Plan.  Any
reference to Trustee and to the Trust Fund in this Plan shall mean the Trustee
as the trustee of a Group Trust consisting of the assets of each such plan.  The
Plan and each other qualified plan specified in the Adoption Agreement shall be
deemed to join in and adopt the Trust as the trust for each such plan.  By
executing the Adoption Agreement, the Trustee accepts designation as Trustee of
this Group Trust.

10.13.2 The Trustee shall establish and maintain such accounting records for 
each of the Plans as shall be necessary to reflect the interest in the Group 
Trust applicable at any time or from time to time to each Plan.  No part of 
the corpus or income of the Group Trust allocable to an individual Plan may 
be used for or diverted to any purposes other than for the exclusive benefit 
of Participants and their Beneficiaries entitled to benefits under that Plan. 
The allocable interest of a Plan in the Group Trust may not be assigned.

                                      ARTICLE XI
                            PLAN AMENDMENT OR TERMINATION

11.1 PROTOTYPE PLAN AMENDMENT

11.1.1 The mass submitter, Merrill Lynch, Pierce, Fenner & Smith Incorporated 
and any successor thereto, may amend any part of the Prototype Plan.  For 
purposes of sponsoring organization amendments, the mass submitter shall be 
recognized as the agent of the sponsoring organization.  If the sponsoring 
organization does not adopt the amendments made by the mass submitter, it 
will no longer be identical to or a minor modifier of the mass submitter plan.

11.1.2 An Employer shall have the right at any time, by an instrument in 
writing, effective retroactively or otherwise, to (A) change the choice of 
options in the Adoption Agreement, in whole or in part; (B) add overriding 
language in the Adoption Agreement when such language is needed to satisfy 
Code Section 415 or Code Section 416 because of the required aggregation of 
multiple plans; and (C) 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.  No such 
amendment, however, shall have any of the effects specified in Section 
11.2.1. If the adopting Employer amends the Plan or i portions of the 
Adoption Agreement except as previously provided, it will no longer 
participate in the Prototype Plan, but will be considered to have an 
individually designed plan for purposes of qualification under Code Section 
401 (a).  In the event the Employer is switching from an individually 
designed plan or from one prototype plan to another, a list of the Section 
"411(d)(6) protected benefits" that must be preserved may be attached, and 
such a list would not be considered an amendment to the plan.

11.1.3 This Plan will be recognized as a Prototype Plan by the Sponsor only by
complying with the registration requirements as specified in the Adoption
Agreement.

11.2 PLAN AMENDMENT

11.2.1 Except as provided in Section 11.2.2, no amendment pursuant to Section 
11.1 shall:

(A) authorize any part of the Trust Fund to be used for, or diverted to, 
purposes other than for the exclusive benefit of Participants or their 
Beneficiaries;

(B) decrease the accrued benefits of any Participant or his or her 
Beneficiary under the Plan; An amendment which has the effect of (1) 
eliminating or reducing an Early Retirement benefit or a retirement-type 
subsidy, or (2) eliminating an optional form of benefit payment, with respect 
to benefits attributable to service before the amendment shall be treated as 
reducing accrued benefits.  In the case of a retirement-type subsidy, the 
preceding sentence shall apply only with respect to a Participant who 
satisfies (either before or after the amendment) the preamendment conditions 
for the subsidy.  In general, a retirement-type subsidy is a subsidy that 
continues after retirement, but does not include a qualified disability 
benefit, a medical benefit, a social security supplement, a death benefit 
(including life insurance), or a plant shutdown benefit (that does not 
continue after retirement age).

(C) reduce the vested percentage of any Participant determined without regard to
such amendment as of the later of the date such amendment is adopted or the date
it becomes effective;

(D) eliminate an optional form of benefit distribution with respect to benefits
attributable to service before the amendment; or

                                       49
<PAGE>

(E) change the vesting schedule, or in any way amend the Plan to either 
directly or indirectly affect the computation of a Participant's vested 
percentage, unless each Participant having not less than 3 years of Vesting 
Service is permitted to elect, within a reasonable period specified by the 
Administrator after the adoption of such amendment, to have his or her vested 
percentage computed without regard to such amendment.

For Participants who do not have at least one 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 and shall end on the 
later of:

(i) 60 days after the amendment is adopted;

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

(iii) 60 days after the Participant is issued written notice by the 
Administrator.

11.2.2  Anything contained in this Section 11.2 to the contrary 
notwithstanding, a Participant's benefit may be reduced to the extent permitted 
under Code Section 412(c)(8).

11.3  RIGHT OF THE EMPLOYER TO TERMINATE PLAN

11.3.1  The Employer intends and expects that from year to year it will be able 
to and will deem it advisable to continue this Plan in effect and to make 
contributions as herein provided.  The Employer reserves the right, however, to 
terminate the Plan with respect to its Employees at any time by an instrument 
in writing delivered to the Administrator and the Trustee, or to completely 
discontinue its contributions thereto at any time.

11.3.2  The Plan will also terminate: (A) if the Employer is a sole 
proprietorship, upon the death of the sole proprietor; (B) if the Employer is a 
partnership, upon termination of the partnership; (C) if the Employer is 
judicially declared bankrupt or insolvent; (D) upon the sale or other 
disposition of all or substantially all of the assets of the business; or (E)
upon any other termination of the business.  Any successor to or purchaser of 
the Employer's trade or business, after any event specified in the prior 
sentence, may continue the Plan, in which case the successor or purchaser will 
thereafter be considered the Employer for purposes of the Plan.  Such a 
successor or purchaser shall execute an appropriate Adoption Agreement if and
when requested by the Administrator.

11.3.3  Anything contained herein to the contrary notwithstanding, if the 
Employer fails to attain or retain qualification of the Plan under Code Section 
401(a), the Plan will not participate in this Prototype Plan and will, instead, 
be considered an individually designed plan for purposes of such qualification.

11.4  EFFECT OF PARTIAL OR COMPLETE TERMINATION OR COMPLETE DISCONTINUANCE OF 
CONTRIBUTIONS

11.4.1  DETERMINATION OF DATE OF COMPLETE OF PARTIAL TERMINATION. The date of 
complete or partial termination shall be established by the Administrator in 
accordance with the directions of the Employer (if then in existence) in 
accordance with applicable law.

11.4.2  EFFECT OF TERMINATION:

(A) As of the date of a partial termination of the Plan;

(i) the accrued benefit of each affected Participant, to the extent funded, 
shall become nonforfeitable;

(ii) no affected Participant shall be granted credit based on Hours of Service 
after such date;

(iii) Compensation paid to affected Participants after such date shall not be 
taken into account; and

(iv) no contributions by affected Participants shall be required or permitted.

(B) As of the date of the complete termination of the Plan or of a complete 
discontinuance of contributions:

(i) the accrued benefit of each affected Participant to the extent funded, 
shall become nonforfeitable;

(ii) no affected Participant shall be granted credit based on Hours of Service 
after such date;

(iii) Compensation paid after such date shall not be taken into account;

(iv) no contributions by affected Participants shall be required or permitted; 

(v) no Eligible Employee shall become a Participant after such date; and

(vi) except as may otherwise be required by applicable law, all obligations 
of the Employer and Participating Affiliates to fund the Plan shall terminate.

                                     50

<PAGE>

(C) All other provisions of the Plan shall remain in effect unless otherwise
amended.

11.4.3  Upon the complete discontinuance of profit-sharing contributions under 
the Plan, at the Employer's election, either the Trust Fund shall continue to 
be held and distributed as if the Plan had not been terminated (in which case 
such Plan shall continue to be subject to all requirements under Title I of 
ERISA, and qualification requirements under the Code) or any and all assets 
remaining in the Trust Fund as of the date of such termination or 
discontinuance, together with any earnings subsequently accruing thereon, shall 
be distributed by the Trustee to the Participants at the Administrator's 
direction.  Upon the complete termination of the Plan, the Trust Fund shall be 
distributed to Participants within one year after the date of termination.

If the Plan does not offer an annuity option (purchased from a commercial 
provider) and if the Employer or any Affiliate does not maintain another 
Defined Contribution Plan (other than an employee stock ownership plan as 
defined in Code Section 4975(e)(7)), the Participant's benefit may, without 
the Participant's consent, be distributed to the Participant.  However, if any 
Affiliate maintains another Defined Contribution Plan (other than an employee 
stock ownership plan as defined in Code Section 4975(e)(7)), then the 
Participant's Account(s) will be transferred, without the Participant's 
consent, to the other plan if the participant does not consent to an immediate 
distribution.  Distributions shall be made in compliance with the applicable 
provisions, including restrictions, of Articles VI and VII.  The Trust Fund 
shall continue in effect until all distributions therefrom are complete.  Upon 
the completion of such distributions, the Trustee shall be relieved from all 
further liability with respect to all amounts so paid or distributed.

11.5 BANKRUPTCY

In the event that the Employer shall at any time be judicially declared 
bankrupt or insolvent without any provisions being made for the continuation of 
this Plan, the Plan shall be completely terminated in accordance with this 
Article XI.

                    ARTICLE XII MISCELLANEOUS PROVISIONS 

12.1 EXCLUSIVE BENEFIT OF PARTICIPANTS

Notwithstanding anything in the Plan to the contrary, the Trust Fund shall be 
held for the benefit of all persons who shall be entitled to receive payments 
under the Plan.  Subject to Section 3.10, it shall be prohibited at any time 
for any part of the Trust Fund (other than such part as is required to pay 
expenses) to be used for, or diverted to, purposes other than for the exclusive 
benefit of Participants or their Beneficiaries.

12.2 PLAN NOT A CONTRACT OF EMPLOYMENT

The Plan is not a contract of Employment, and the terms of Employment of any 
Employee shall not be affected in any way by the Plan or related instruments 
except as specifically provided therein.

12.3 ACTION BY EMPLOYER

Any action by an Employer which is a corporation shall be taken by the board of 
directors of the corporation or any person or persons duly empowered to 
exercise the powers of the corporation with respect to the Plan.  In the case 
of an Employer which is a partnership, action shall be taken by any general 
partner of the partnership, and in the case of an Employer which is a sole 
proprietorship, action shall be taken by the sole proprietor.

12.4 SOURCE OF BENEFITS

Benefits under the Plan shall be paid or provided for solely from the Trust 
Fund, and neither the Employer, any Participating Affiliate, the Trustee, the 
Administrator, nor any Investment Manager or insurance company shall assume any 
liability under the Plan therefor.

12.5 BENEFITS NOT ASSIGNABLE

Benefits provided under the Plan may not be assigned or alienated, either 
voluntarily or involuntarily.  In the event that a Participant or Beneficiary 
becomes individually liable with respect to any expenses listed in Section 8.5, 
the provision of Section 401(a)(13) of the Code shall be applicable with 
respect to any claim the Plan may have against the Participant or Beneficiary 
individually with respect to such expenses.  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" 
(as defined in Code Section 414(p)) unless such order is determined by the 
Administrator to be a "qualified domestic relations order" (as defined in Code 
Section 414(p)) or, in the case of a "domestic relations order" entered before 
January 1, 1985, if either payment of benefits pursuant to the order has 
commenced as of that date or the Administrator decides to treat such order as a 
"qualified domestic relations order" within the meaning of Code Section 414(p) 
even if it does not otherwise qualify as such.

                                      51

<PAGE>

12.6  DOMESTIC RELATIONS ORDERS

Any other provision of the Plan to the contrary notwithstanding, the 
Administrator shall have all powers necessary with respect to the Plan for 
the proper operation of Code Section 414(p) with respect to "qualified 
domestic relations orders" (or "domestic relations orders" treated as such) 
referred to in Section 12.5, including, but not limited to, the power to 
establish all necessary or appropriate procedures, to authorize the 
establishment of new accounts with such assets and subject to much investment 
control by the Administrator as the Administrator may deem appropriate, and 
the Administrator may decide upon and direct appropriate distributions 
therefrom.

12.7  CLAIMS PROCEDURE

In the event that a claim by a Participant, Beneficiary, or other person for 
benefits under the Plan is denied, the Administrator will so notify the 
claimant, giving the reasons for the denial.  The notice will also refer to the 
specific provisions of the Plan on which the denial was based, will specify 
whether any additional information is needed from the Participant or 
Beneficiary and will explain the review procedure.

Within 60 days after receiving the denial, the claimant may submit, directly or 
through a duly authorized representative, a written request for reconsideration 
of the application to the Administrator.  Documents or records relied on by the 
claimant should be filed with the request.  The person making the request may 
review relevant documents and submit issues and additional comments in writing.

The Administrator will review the claim within 60 days (or 120 days if a 
hearing is held because special circumstances exist) and provide a written 
response to the appeal.  The response will explain the reasons for the decision 
and will refer to the Plan provisions on which the decision is based.  The 
decision of the Administrator is the final one under this claims procedure.

12.8  RECORDS AND DOCUMENTS; ERRORS

Participants and Beneficiaries must supply the Administrator with such personal 
history data as may be required by the Administrator in the operation of the 
Plan.  Proof of age, when required, must be established by evidence 
satisfactory to the Administrator, and the records of the Employer and 
Participating Affiliates concerning length of service and compensation may be 
accepted by the Administrator as conclusive for the purposes of the Plan.  
Should any error in the records maintained under the Plan result in any 
Participant or Beneficiary receiving from the Plan more or less than he or she 
would have been entitled to receive had the records been correct, the 
Administrator, in its discretion, may correct such error and, as far as 
practicable, may adjust benefits in such manner that the aggregate value of the 
benefit under the Plan shall be the amount to which such Participant or 
Beneficiary was properly entitled.

12.9  BENEFITS PAYABLE TO MINORS, INCOMPETENTS AND OTHERS

In the event any benefit is payable to a minor or to a Participant or 
Beneficiary declared incompetent by a court having jurisdiction over such 
matters and a guardian, committee, conservator or other legal representative of 
the estate of such a person is appointed, benefits to which he or she is 
entitled shall be paid to the legally appointed person.  The receipt by any 
such person to whom any such payment on behalf of any Participant or 
Beneficiary is made shall be sufficient discharge thereof.

12.10  PLAN MERGER OR TRANSFER OF ASSETS

12.10.1  The merger or consolidation of the Employer with any other person, or 
the transfer of the assets of the Employer to any other person, or the merger 
of the Plan with any other plan shall not constitute a termination of the Plan 
if provision is made for the continuation of the Plan.

12.10.2  The Plan may not merge or consolidate with, or transfer any assets or 
liabilities to, any other plan, unless each Participant would (if the Plan had 
then terminated) receive a benefit immediately after the merger, consolidation 
or transfer which is equal to or greater than the benefit he or she would have 
been entitled to receive immediately before the merger, consolidation or 
transfer (if the Plan had then terminated). Any merger or consolidation shall 
not constitute a termination of a Plan or require the acceleration of vesting 
of Participant's Account Balances.

12.11  PARTICIPATING AFFILIATES

12.11.1  With the consent of the Employer and by duly authorized action, any 
Affiliate may adopt the Plan.  Such Affiliate shall determine the classes of 
its Employees who shall be Eligible Employees and the amount of its 
contribution to the Plan on behalf of such Employees.

12.11.2  With the consent of the Employer and by duly authorized action, a 
Participating Affiliate may terminate its participation in the Plan or withdraw 
from the Plan.  Any such withdrawal shall be deemed an adoption by such 
Participating Affiliate of a plan and trust identical to the Plan and the 
Trust, except

                                     52

<PAGE>

that all references to the Employer shall be deemed to refer to such 
Participating Affiliate.  At such time and in such manner as the Employer 
directs, the assets of the Trust allocable to Employees of such Participating 
Affiliate shall be transferred to the trust deemed adopted by such 
Participating Affiliate.

12.11.4  A Participating Affiliate shall have no power with respect to the Plan 
except as specifically provided herein.

12.12  CONTROLLING LAW

The Plan is intended to qualify under Code Section 401(a) and to comply with 
ERISA, and its terms shall be interpreted accordingly.  Otherwise, to the 
extent not preempted by ERISA, the laws of the State of New York shall control 
the interpretation and performance of the terms of the Plan.

12.13  SINGULAR AND PLURAL AND ARTICLE AND SECTION REFERENCES

As used in the Plan, the singular includes the plural, and the plural includes 
the singular, unless qualified by the context.  Titles of Articles and Sections 
of the Plan are for convenience of reference only and are to be disregarded in 
applying the provisions of the Plan.  Any reference in this Prototype Plan to 
an Article or Section is to the Article or Section so specified of the 
Prototype Plan, unless otherwise indicated.

                                          53

<PAGE>
                   ------------------------------------------

                                 MERRILL LYNCH

                                    -------
                                    SPECIAL
                                    -------

                               PROTOTYPE DEFINED

                               CONTRIBUTION PLAN

                               ADOPTION AGREEMENT

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

                                  401(k) PLAN


                              EMPLOYEE THRIFT PLAN

                               PROFIT-SHARING PLAN

                         Letter Serial Number: D359287b
                      National Office Letter Date: 6/29/93


THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS 
WITH LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR, MERRILL LYNCH, 
PIERCE, FENNER & SMITH, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY.  THE 
EMPLOYER IS URGED TO CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE 
ADOPTION OF THIS PLAN AND ITS SUITABILITY TO ITS CIRCUMSTANCES.

<PAGE>

ADOPTION OF PLAN

The Employer named below hereby establishes or restates a profit-sharing plan
that includes a /X/ 401(k), / / profit-sharing and/or / / thrift plan feature
(the "Plan") by adopting the Merrill Lynch Special Prototype Defined 
Contribution Plan and Trust as modified by the terms and provisions of this
Adoption Agreement.

EMPLOYER AND PLAN INFORMATION

Employer Name:* U.S. LONG DISTANCE CORP.

Business Address: 9311 SAN PEDRO, SUITE 300
                  SAN ANTONIO, TX 78216

Telephone Number: (210) 525-6231
Employer Taxpayer ID Number: 721-2522103
Employer Taxable Year ends on: DECEMBER 31ST

Plan Name: U.S. LONG DISTANCE CORP. 401(k) RETIREMENT PLAN

Plan Number : 001

                                     401(k)   Profit -   Thrift
                                              Sharing

       Effective Date of Adoption
                 or Restatement:    07/01/94
                                    --------  ----------  ---------

       Tax Reform Act of 1986
            Restatement Date:
                                    --------  ----------  ---------

        Original Effective Date:    01/01/92
                                    --------  ----------  ---------

IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN, ALL OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN 
TO ANY PARTICIPANT WHO HAD AN ACCOUNT BALANCE, WHETHER OR NOT VESTED, IN THE 
PRIOR PLAN.

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

* If there are any Participating Affiliates in this Plan, list below the 
proper name of each Participating Affiliate.

                                      2

<PAGE>

                           ARTICLE I. DEFINITIONS
A.  "COMPENSATION:"

(1) With respect to each Participant, except as provided below, Compensation
    shall mean the (select all those applicable for each column):

401(k) AND/  PROFIT
OR THRIFT    SHARING

  /X/        / /    (a) amount reported in the "Wages Tips and Other
                         Compensation" Box on Form W-2 for the applicable period
                         selected in Item 5 below.

  / /        / /     (b) compensation for Code Section 415 safe-harbor
                         purposes (as defined in Section 3.9.1 (H)(i) of basic
                         plan document #03) for the applicable period selected
                         in Item 5 below.

  / /        / /     (c) amount reported pursuant to Code Section 3401(a) for
                         the applicable period selected in Item 5 below.

  /X/        / /     (d) all amounts received (under either option (a) or (b)
                         above) for personal services rendered to the Employer
                         but excluding (select all those applicable):

                              /X/  overtime
                              /X/  bonuses
                                   commissions
                              / /  amounts in excess of $_____
                              /X/  other (specify): ALL OTHER EXTRAORDINARY
                                                   COMPENSATION.
  
(2) Treatment of Elective Contributions (select one):

    /X/  (a) For purposes of contributions, Compensation shall include Elective
             Deferrals and amounts excludable from the gross income of the
             Employee under Code Section 125, Code Section 402(e)(3), Code
             Section 402(h) or Code Section 403(b) ("elective contributions").

    / /  (b) For purposes of contributions, Compensation shall not include
             "elective contributions."

(3) CODA Compensation (select one):

    /X/  (a)  For purposes of the ADP and ACP Tests, Compensation shall
              include "elective contributions."

    / /  (b)  For purposes of the ADP and ACP Tests, Compensation shall not
              include 'elective contributions.'

                                     3

<PAGE>

(4) With respect to Contributions to an Employer Contributions Account,
    Compensation shall include all Compensation (select one):

    / /  (a) during the Plan Year in which the Participant enters the Plan.

    /X/  (b) after the Participant's Entry Date.

(5) The applicable period for determining Compensation shall be (select one):

    /X/  (a) the Plan Year.

    / /  (b) the Limitation Year.

    / /  (c) the consecutive 12-month period ending on _____.

B. "DISABILITY"

(1) DEFINITION

    Disability shall mean a condition which results in the Participant's
    (select one):

    /X/  (a) 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.

    / /  (b) total and permanent inability to meet the requirements of the
             Participant's customary employment which can be expected to last
             for a continuous period of not less than 12 months.

    / /  (c) qualification for Social Security disability benefits.

    / /  (d) qualification for benefits under the Employer's long-term
             disability plan.

(2) CONTRIBUTIONS DUE TO DISABILITY (select one):

    /X/  (a) No contributions to an Employer Contributions Account will be
             made on behalf of a Participant due to his or her Disability.

    / /  (b) Contributions to an Employer Contributions Account will be made on
             behalf of a Participant due to his or her Disability PROVIDED that:
             the Employer elected option (a) or (c) above as the definition of
             Disability, contributions are not made on behalf of a Highly
             Compensated Employee, the contribution is based on the Compensation
             each such Participant would have received for the Limitation Year
             if the Participant had been paid at the rate of Compensation paid
             immediately before his or her Disability, and contributions made on
             behalf of such Participant will be nonforfeitable when made.

                                     4

<PAGE>

C "EARLY RETIREMENT" IS (select one):

    /X/  (1) not permitted.

    / /  (2) permitted if a Participant terminates Employment before Normal
             Retirement Age and has (select one):

             / /  (a) attained age.
             / /  (b) attained age __ and completed __ Years of Service.
             / /  (c) attained age __  and completed __ Years of Service
                      as a Participant.

D.  "ELIGIBLE EMPLOYEES" (select one):

    / /  (1) All Employees are eligible to participate in the Plan.

    /X/  (2) The following Employees are not eligible to participate in the Plan
             (select all those applicable):

         /X/  (a) Employees included in a unit of Employees covered by a
                  collective bargaining agreement between the Employer or a
                  Participating Affiliate and the Employee representatives (not
                  including any organization more than half of whose members are
                  Employees who are owners, officers, or executives of the
                  Employer or Participating Affiliate) in the negotiation of
                  which retirement benefits were the subject of good faith
                  bargaining, unless the bargaining agreement provides for
                  participation in the Plan.

         /X/  (b) non-resident aliens who received no earned income from the
                  Employer or a Participating Affiliate which constitutes income
                  from sources within the United States.

         / /  (c) Employees of an Affiliate.

         / /  (d) Employees employed in or by the following specified division,
                  plant, location, job category or other identifiable individual
                  or group of Employees.

            If item (c) or (d) above is checked, certain employees who are not
            Eligible Employees shall become Participants under the following
            circumstances: If, in any calendar quarter, there is no day on which
            the percentage test described in Internal Revenue Code section
            410(b) is met, additional Employees shall become Participants (or,
            if an Employee previously became a Participant, shall resume
            participation) as of the beginning of the Plan Year, or if later, 
            the date such Employee would have become a Participant under 
            Article I, Section E, below.  Said Employees shall become 
            Participants in order of decreasing length of service beginning 
            with such Employees having the longest service as of the end of 
            such calendar quarter, until the percentage test is met.

                                     5

<PAGE>

E.  "ENTRY DATE"

            Entry Date shall mean (select as applicable):

401(k)
and/or   Profit-
Thrift   Sharing

/ /        / /   (1) If the initial Plan Year is less than twelve months, the __
                     day of __ and thereafter:

/ /        / /   (2) the first day of the Plan Year following the date the
                     Employee meets the eligibility requirements. If the 
                     Employer elects this option (2) establishing only one 
                     Entry Date, the eligibility "age and service" 
                     requirements elected in Article II must be no more than 
                     age 20-1/2 and 6 months of service.

/ /        / /   (3) the first day of the month following the date the Employee
                     meets the eligibility requirements.

/X/        / /   (4) the first day of the Plan Year and the first day of the
                     seventh month of the Plan Year following the date the 
                     Employee meets the eligibility requirements.

/ /        / /   (5) the first day of the Plan Year, the first day of the fourth
                     month of the Plan Year, the first day of the seventh 
                     month of the Plan Year, and the first day of the tenth 
                     month of the Plan Year following the date the Employee 
                     meets the eligibility requirements.

/ /        / /   (6) other:
                     provided that the Entry Date or Dates selected are no later
                     than any of the options above.

F. "HOURS OF SERVICE"

Hours of Service for the purpose of determining a Participant's Period of
Severance and Year of Service shall be determined on the basis of the method
specified below:

     (1) ELIGIBILITY SERVICE: For purposes of determining whether a Participant
         has satisfied the eligibility requirements, the following method shall
         be used (select one):

          401(k)
          and/or    Profit-
          Thrift   Sharing

           / /       / /    (a) elapsed time method

           /X/       / /    (b) hourly records method

                                     6

<PAGE>

(2) VESTING SERVICE: A Participant's nonforfeitable interest shall be determined
    on the basis of the method specified below (select one):

    / /  (a) elapsed time method
    /X/  (b) hourly records method
    / /  (c) If this item (c) is checked, the Plan only provides for
             contributions that are always 100% vested and this item (2) will
             not apply.

(3) HOURLY RECORDS: For the purpose of determining Hours of Service under
    the hourly record method (select one):

     /X/ (a) only actual hours for which an Employee is paid or entitled to
             payment shall be counted.

     / / (b) an Employee shall be credited with 45 Hours of Service if such
             Employee would be credited with at least 1 Hour of Service during
             the week.

G.  "INTEGRATION LEVEL"

     /X/  (1) This Plan is not integrated with Social Security.

     / /  (2) This Plan is integrated with Social Security. The Integration
              Level shall be (select one):

             / / (a) the Taxable Wage Base.
             / / (b) $__ (a dollar amount less than the Taxable Wage Base).
             / / (c) __ % of the Taxable Wage Base (not to exceed 100%).
             / / (d) the greater of $10,000 or 20% of the Taxable Wage Base.

H. "LIMITATION COMPENSATION"

For purposes of Code Section 415, Limitation Compensation shall be compensation
as determined for purposes of (select one):

    / /  (1) Code Section 415 Safe-Harbor as defined in Section 3.9.1(H)(i) of
             basic plan document #03.

    /X/  (2)  the "Wages, Tips and Other Compensation" Box on Form W-2.

    / /  (3)  Code Section 3401(a) Federal Income Tax Withholding.

I. "LIMITATION YEAR"

For purposes of Code Section 415, the Limitation Year shall be (select one):

    /X/  (1) the Plan Year.

    / /  (2) the twelve consecutive month period ending on the ___ day of the
             month of ___

                                     7

<PAGE>

J. "NET PROFITS" are (select one):

    /X/  (1) not necessary for any contribution.

    / /  (2) necessary for (select all those applicable):

         / /  (a) Profit-Sharing Contributions.
         / /  (b) Matching 401(k) Contributions.
         / /  (c) Matching Thrift Contributions.

K. "NORMAL RETIREMENT AGE"

Normal Retirement Age shall be (select one):

         /X/  (1) attainment of age 65 (not more than 65) by the Participant.

         /X/  (2) attainment of age __ (not more than 65) by the Participant or
                  the __ anniversary (not more than the 5th) of the first day
                  of the Plan Year in which the Eligible Employee became a 
                  Participant, whichever is later.

         / /  (3) attainment of age __ (not more than 65) by the Participant
                  or the __ anniversary (not more than the 5th) of the first
                  day on which the Eligible Employee performed an Hour of 
                  Service, whichever is later.

L. "PARTICIPANT DIRECTED ASSETS" ARE:

    401(k) AND/  PROFIT-
    OR THRIFT    SHARING

      /X/           / /  (1) permitted.

      / /           / /  (2) not permitted.

M.  "PLAN YEAR"

     The Plan Year shall end on the 31st day of December.

N.  "PREDECESSOR SERVICE"

    Predecessor service will be credited (select one):

    / /  (1) only as required by the Plan.

    /X/  (2) to include, in addition to the Plan requirements and subject to the
             limitations set forth below, service with the following predecessor
             employer(s) determined as if such predecessors were the Employer:
             See List Attached.

                                     8

<PAGE>

   Service with such predecessor employer applies [select either or both (a)
   and/or (b) (c) is only available in addition to (a) and/or (b)]:

        /X/ (a) for purposes of eligibility to participate;
        /X/ (b) for purposes of vesting;
        / / (c) except for the following service.

O. "VALUATION DATE"

Valuation Date shall mean (select one for each column, as applicable):

401(k) and/  Profit-
or Thrift    Sharing

  / /         / /    (1) the last business day of each month.

  / /         / /    (2) the last business day of each quarter within the Plan
                         Year.

  / /         / /    (3) the last business day of each semi-annual period within
                         the Plan Year.

  / /         / /    (4) the last business day of the Plan Year.

  /X/         / /    (5) other: DAILY.

                           ARTICLE II.  PARTICIPATION

PARTICIPATION REQUIREMENTS

An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):

 401(k) and/  Profit-
 or Thrift    Sharing

    / /         / /    (1) Performance of one Hour of Service.

    / /         / /    (2)  Attainment of age __(maximum 20 1/2) and completion
                            of __(not more than 1/2) Years of Service.  If this
                            item is selected, no Hours of Service shall be
                            counted.

    /X/         / /    (3)  Attainment of age 21 (maximum 21) and completion of
                            1 Year(s) of Service.  If more than one Year of
                            Service is selected, the immediate 100% vesting
                            schedule must be selected in Article VII of this
                            Adoption Agreement.

                                     9

<PAGE>

 401(k) and/  Profit-
 or Thrift    Sharing

    / /         / /   (4) Attainment of age __ (maximum 21) and completion of
                          __ Years of Service.  If more than one Year of Service
                          is selected, the immediate 100% vesting schedule must
                          beselected in Article VII of this Adoption Agreement.

    / /         / /   (5) Each Employee who is an Eligible Employee on __ will 
                          be deemed to have satisfied the participation 
                          requirements on the effective date without regard to
                          such Eligible Employee's actual age and/or service.

           ARTICLE III. 401(k) CONTRIBUTIONS AND ACCOUNT ALLOCATION

A.  ELECTIVE DEFERRALS

If selected below, a Participant's Elective Deferrals will be (select
all applicable):

       /X/   (1) a dollar amount or a percentage of Compensation, as 
                 specified by the Participant on his or her 401(k) Election
                 form, which may not exceed 15% of his or her Compensation.

       / /   (2) with respect to bonuses, such dollar amount or
                 percentage as specified by the Participant on his or
                 her 401(k) Election form with respect to such bonus.

B.   MATCHING 401(k) CONTRIBUTIONS

If selected below, the Employer may make Matching 401(k) Contributions for each
Plan Year (select one):

   /X/ (1) Discretionary Formula:

       Discretionary Matching 401(k) Contribution equal to such a dollar amount
       or percentage of Elective Deferrals, as determined by the Employer, which
       shall be allocated (select one):

       / /  (a)  based on the ratio of each Participant's Elective Deferral for
                 the Plan Year to the total Elective Deferrals of all 
                 Participants for the Plan Year.  If inserted, Matching 
                 401(k) Contributions shall be subject to a maximum 
                 amount of $__________ for each Participant or ______% 
                 of each Participant's Compensation.

                                     10

<PAGE>

       /X/ (b) in an amount not to exceed 50% of each Participant's first 6% of
           Compensation contributed as Elective Deferrals for the Plan Year. If
           any Matching 401(k) Contribution remains, it is allocated to each
           such Participant in an amount not to exceed _____% of the next _____%
           of each Participant's Compensation contributed as Elective Deferrals
           for the Plan Year.

    Any remaining Matching 401(k) Contribution shall be allocated to each such
    Participant in the ratio that such Participant's Elective Deferral for the
    Plan Year bears to the total Elective Deferrals of all such Participants for
    the Plan Year.  If inserted, Matching 401(k) Contributions shall be subject
    to a maximum amount of $            for each Participant or     % of each
    Participant's Compensation.

/ / (2) Nondiscretionary Formula:

    A nondiscretionary Matching 401(k) Contribution for each Plan Year equal to
    (select one):

      / / (a)     % of each Participant's Compensation contributed as Elective
          Deferrals.  If inserted, Matching 401(k) Contributions shall be
          subject to a maximum amount of $           for each Participant or
               %  of each Participant's Compensation.

      / / (b)     % of the first     % of the Participant's Compensation
          contributed as Elective Deferrals and     % of the next     % of the
          Participant's Compensation contributed as Elective Deferrals.  If
          inserted, Matching 401(k) Contributions shall be subject to a maximum
          amount of $          for each Participant or     % of each
          Participant's Compensation.

C. PARTICIPANTS ELIGIBLE FOR MATCHING 401(k) CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their 
Matching 401(k) Contributions Account (select all those applicable):

   /X/ (1) Any Participant who makes Elective Deferrals.

   / / (2) Any Participant who satisfies those requirements elected by the
           Employer for an allocation to his or her Employer Contributions 
           Account as provided in Article IV Section C.

   / / (3) Solely with respect to a Plan in which Matching 401(k) Contributions
           are made quarterly (or on any other regular interval that is more
           frequent than annually) any Participant whose 401(k) Election is in
           effect throughout such entire quarter (or other interval).

                                     11

<PAGE>

D. QUALIFIED MATCHING CONTRIBUTIONS

If selected below, the Employer may make Qualified Matching Contributions for 
each Plan Year (select ail those applicable):

     (1) In its discretion, the Employer may make Qualified Matching
         Contributions on behalf of (select one):

         / / (a)  all Participants who make Elective Deferrals in that Plan
                  Year.

         /X/ (b)  only those Participants who are Nonhighly Compensated
                  Employees and who make Elective Deferrals for that Plan Year.

     (2) Qualified Matching Contributions will be contributed and allocated to
         each Participant in an amount equal to (select one):

         / / (a)     % of the Participant's Compensation contributed as Elective
                  Deferrals.  If inserted, Qualified Matching Contributions
                  shall not exceed      % of the Participant's Compensation.

         /X/ (b) Such an amount, determined by the Employer, which is needed to
                 meet the ACP Test.

     (3) In its discretion, the Employer may elect to designate all or any part
         of Matching 401(k) Contributions as Qualified Matching Contributions
         that are taken into account as Elective Deferrals - included in the
         ADP Test and excluded from the ACP Test - on behalf of (select one):

         / /  (a)  all Participants who make Elective Deferrals for that Plan
                   Year.

         /X/  (b)  Only Participants who are Nonhighly Compensated Employees who
                   make Elective Deferrals for that Plan Year.

E. QUALIFIED NONELECTIVE CONTRIBUTIONS

If selected below, the Employer may make Qualified Nonelective Contributions for
each Plan Year (select all those applicable):

      (1) In its discretion, the Employer may make Qualified Nonelective
          Contributions on behalf of (select one):

         / /  (a)  all Eligible Participants.

         /X/  (b)  only Eligible Participants who are Nonhighly Compensated
                   Employees.

                                     12

<PAGE>

      (2) Qualified Nonelective Contributions will be contributed and allocated
          to each Eligible Participant in an amount equal to (select one):

         / /  (a)     % (no more than 15%) of the Compensation of each Eligible
                   Participant eligible to share in the allocation.

         /X/  (b)  Such an amount determined by the Employer, which is needed
                   to meet either the ADP Test or ACP Test.

      (3) At the discretion of the Employer, as needed and taken into account as
          Elective Deferrals included in the ADP Test on behalf of (select one):

         / /  (a)  all Eligible Participants.

         /X/  (b)  only those Eligible Participants who are Nonhighly 
                   Compensated Employees.

F.  ELECTIVE DEFERRALS USED IN ACP TEST (select one):

 /X/  (1) At the discretion of the Employer, Elective Deferrals may be used to
          satisfy the ACP Test.

 / /  (2) Elective Deferrals may not be used to satisfy the ACP Test.

G. MAKING AND MODIFYING A 401(k) ELECTION

An Eligible Employee shall be entitled to increase, decrease or resume his or
her Elective Deferral percentage with the following frequency during the Plan
Year (select one):

      / / (1) annually.
      / / (2) semiannually.
      /X/ (3) quarterly.
      / / (4) monthly
      / / (5) other (specify):

Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above.  A Participant may completely discontinue making Elective
Deferrals at any time effective for the payroll period after written notice is
provided to the Administrator.

                                     13

<PAGE>

         ARTICLE IV.  PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION

A. PROFIT-SHARING CONTRIBUTIONS

If selected below, the following contributions for each Plan Year will be 
made:

Contributions to Employer Contributions Accounts (select one):

    / / (a) Such an amount, if any, as determined by the Employer.
    / / (b)    % of each Participant's Compensation.

 B.  ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select
     one):

    / /  (1) Non-Integrated Allocation

             The Employer Contributions Account of each Participant eligible to
             share in the allocation for a Plan Year shall be credited with a
             portion of the contribution, plus any forfeitures if forfeitures
             are reallocated to Participants, equal to the ratio that the
             Participant's Compensation for the Plan Year bears to the
             Compensation for that Plan Year of all Participants entitled to
             share in the contribution.

    / /  (2) Integrated Allocation

             Contributions to Employer Contributions Accounts with respect to a
             Plan Year, plus any forfeitures if forfeitures are reallocated to
             Participants, shall be allocated to the Employer Contributions
             Account of each eligible Participant as follows:

                 (a) First, in the ratio that each such eligible Participant's
                     Compensation for the Plan Year bears to the Compensation
                     for that Plan Year of all eligible Participants but not in
                     excess of 3% of each Participant's Compensation.

                 (b) Second, any remaining contributions and forfeitures will be
                     allocated in the ratio that each eligible Participant's
                     Compensation for the Plan Year in excess of the Integration
                     Level bears to all such Participants' excess Compensation
                     for the Plan Year but not in excess of 3%.

                                     14

<PAGE>

                 (c) Third, any remaining contributions and forfeitures will be 
                     allocated in the ratio that the sum of each Participant's 
                     Compensation and Compensation in excess of the Integration 
                     Level bears to the sum of all Participants' Compensation
                     and Compensation in excess of the Integration Level, but
                     not in excess of the Maximum Profit-Sharing Disparity Rate 
                     (defined below).

                 (d) Fourth, any remaining contributions or forfeitures will be 
                     allocated in the ratio that each Participant's Compensation
                     for that year bears to all Participants' Compensation for
                     that year.

                 The Maximum Profit-Sharing Disparity Rate is equal to the
                 lesser of:

                 (a) 2.7% or

                 (b) The applicable percentage determined in accordance with the
                     following table:

                 IF THE INTEGRATION LEVEL IS
                 (AS A % OF THE TAXABLE WAGE
                 BASE  ("TWB"))                    THE APPLICABLE PERCENTAGE IS:

                 20% (or $10,000 if greater)
                 or less of the TWB                             2-7%

                 More than 20% (but not less
                 than $10,001 but not
                 more than 80% of the TWB                       1.3%

                 More than 80% but not less than 
                 100% of the TWB                                2.4%

                 100% of the TWB                                2.7%

                                     15

<PAGE>

C. PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION

The following Participants shall be eligible for an allocation to their 
Employer Contributions Account (select all those applicable):

 / /  (1) Any Participant who was employed during the Plan Year.

 / /  (2) In the case of a Plan using the hourly record method for determining
          Vesting Service, and Participant who was credited with a Year of
          Service during the Plan Year.

 / /  (3) Any Participant who was employed on the last day of the Plan Year.

 / /  (4) Any Participant who was on a leave of absence on the last day of
          the Plan Year.

 / /  (5) Any Participant who during the Plan Year died or became Disabled
          while an Employee or terminated employment after attaining Normal
          Retirement Age.

 / /  (6) Any Participant who was credited with at least 501 Hours of
          Service whether or not employed on the last day of the Plan Year.

 / /  (7) Any Participant who was credited with at least 1,000 Hours of
          Service and was employed on the last day of the Plan Year.

                         ARTICLE V. THRIFT CONTRIBUTIONS

A. EMPLOYEE THRIFT CONTRIBUTIONS

If selected below, Employee Thrift Contributions, which are required for 
Matching Thrift Contributions, may be made by a Participant in an amount 
equal to (select one):

 / /  (1) A dollar amount or a percentage of the Participant's Compensation
          which may not be less than     % nor may not exceed      % of his or
          her Compensation.

 / /  (2) An amount not less than       % of and not more than      % of each
          Participant's Compensation.

                                     16

<PAGE>

B. MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION

A Participant shall be entitled to increase, decrease or resume his or her 
Employee Thrift Contribution percentage with the following frequency during 
the Plan Year (select one):

         / / (1) annually
         / / (2) semi-annually
         / / (3) quarterly
         / / (4) monthly
         / / (5) other (specify):

Any such increase, decrease or resumption shall be effective as of the first 
payroll period coincident with or next following the first day of each period 
set forth above.  A Participant may completely discontinue making Employee 
Thrift Contributions at any time effective for the payroll period after 
written notice is provided to the Administrator.

C. THRIFT MATCHING CONTRIBUTIONS

If selected below, the Employer will make Matching Thrift Contributions for 
each Plan Year (select one):

 / /  (1) Discretionary Formula:

       A discretionary Matching Thrift Contribution equal to such a dollar
       amount or percentage as determined by the Employer, which shall be 
       allocated (select one):

         / /  (a) based on the ratio of each Participant's Employee Thrift
                  Contribution for the Plan Year to the total Employee Thrift
                  Contributions of all Participants for the Plan Year.  If
                  inserted, Matching Thrift Contributions shall be subject to a
                  maximum amount of $      for each Participant or   % of each 
                  Participant's Compensation.

         / /  (b) in an amount not to exceed    % of each Participant's
                  first    % of Compensation contributed as Employee Thrift
                  Contributions for the Plan Year.  If any Matching Thrift
                  Contribution remains, it is allocated to each such Participant
                  in an amount not to exceed    % of the next    % of each
                  Participant's Compensation contributed as Employee Thrift
                  Contributions for the Plan Year.

       Any remaining Matching Thrift Contribution shall be allocated to each
       such Participant in the ratio that such Participant's Employee Thrift
       Contributions for the Plan Year bears to the total Employee Thrift 
       Contributions of all such Participants for the Plan Year. If inserted,
       Matching Thrift Contributions shall be subject to a maximum amount of
       $     for each Participant or    % of each Participant's Compensation.

                                     17

<PAGE>

 / /  (2) Nondiscretionary Formula:

      A nondiscretionary Matching Thrift Contribution for each Plan Year equal
      to (select one):

         / /  (a)     % of each Participant's Compensation contributed as 
                  Employee Thrift Contributions. If inserted, Matching Thrift 
                  Contributions shall be subject to a maximum amount of $     
                  for each Participant or     % of each Participant's
                  Compensation.

         / /  (b)     % of the first    % of the Participant's Compensation
                   contributed as Employee Thrift Contributions and     % of 
                   the next     % of the Participant's Compensation contributed 
                   as Employee Thrift Contributions.  If inserted, Matching
                   Thrift Contributions shall be subject to a maximum amount of
                   $       for each Participant or     % of each Participant's 
                   Compensation.

D. QUALIFIED MATCHING CONTRIBUTIONS

If selected below, the Employer may make Qualified Matching Contributions for 
each Plan Year (select all those applicable):

      (1) In its discretion, the Employer may make Qualified Matching 
          Contributions on behalf of (select one):

         / /  (a) all Participants who make Employee Thrift Contributions.

         / /  (b) only those Participants who are Nonhighly Compensated
                  Employees and who make Employee Thrift Contributions.

      (2) Qualified Matching Contributions will be contributed and allocated
          to each Participant in an amount equal to:

         / /  (a)    % of the Participant's Employee Thrift Contributions. If
                  inserted, Qualified Matching Contributions shall not exceed
                      % of the Participant's Compensation.

         / /  (b) such an amount, determined by the Employer, which is needed to
                  meet the ACP Test.

                      ARTICLE VI. PARTICIPANT CONTRIBUTIONS

PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS

Participant Voluntary Nondeductible Contributions are (select one):

               / /   (a) permitted.
               /X/   (b) not permitted.


                                     18

<PAGE>

                              ARTICLE VII. VESTING

A.  EMPLOYER CONTRIBUTION ACCOUNTS

      (1) A Participant shall have a vested percentage in his or her 
          Profit-Sharing Contributions, Matching 401(k) Contributions and /
          or Matching Thrift Contributions, if applicable, in accordance with
          the following schedule (Select one):

MATCHING 401(k)
AND/OR MATCHING
THRIFT                     PROFIT-SHARING
CONTRIBUTIONS              CONTRIBUTIONS
-------------              -------------
    / /                         / / (a) 100% vesting immediately upon 
                                        participation.

    / /                         / / (b) 100% after     (not more than 5) years
                                        of Vesting Service.

    /X/                         / / (c) Graded vesting schedule:

    0%                        _____%    after 1 year of Vesting Service;

   25%                        _____%    after 2 years of Vesting Service;

   50%                        _____%    (not less than 20%) after 3 years of
                                        Vesting Service;

   75%                        _____%    (not less than 40%) after 4 years of
                                        Vesting Service;

  100%                        _____%    (not less than 60%) after 5 years
                                        of Vesting Service;

  100%                        _____%    (not less than 80%) after 6 years
                                        of Vesting Service;

  100% after 7 years of Vesting Service.


                                     19

<PAGE>

  (2) Top Heavy Plan

MATCHING 401(k)
AND/OR MATCHING
THRIFT                     PROFIT-SHARING
CONTRIBUTIONS              CONTRIBUTIONS
-------------              -------------

Vesting Schedule (Select one):

    / /                         / / (a) 100% vesting immediately upon 
                                        participation.

    / /                         / / (b) 100% after (not more than 3) years of
                                        Vesting Service.

    /X/                         / / (c) Graded vesting schedule:

    0%                        _____%    after I year of Vesting Service;

   25%                        _____%    (not less than 20%) after 2 years of
                                        Vesting Service;

   50%                        _____%    (not less than 40%) after 3 years of
                                        Vesting Service;

   75%                        _____%    (not less than 60%) after 4 years of
                                        Vesting Service;
  100%                        _____%    (not less than 80%) after 5 years of
                                        Vesting Service;

  100% after 6 years of Vesting Service.

Top Heavy Ratio:

   (a) If the adopting Employer maintains or has ever maintained a qualified 
       defined benefit plan, for purposes of establishing present value to 
       compute the top-heavy ratio, any benefit shall be discounted only for
       mortality and interest based on the following:

            Interest Rate:       8%
            Mortality Table:  UP'84

   (b) For purposes of computing the top-heavy ratio, the valuation date shall
       be the last business day of each Plan Year.

                                     20

<PAGE>

B.  ALLOCATION OF FORFEITURES

    Forfeitures shall be (select one from each  applicable column):

MATCHING 401(K)
AND/OR MATCHING         PROFIT-SHARING
THRIFT CONTRIBUTIONS    CONTRIBUTIONS
--------------------    --------------
       /x/                   / / (1)      used to reduce Employer 
                                          contributions for succeeding 
                                          Plan Year.

       / /                   / / (2)      allocated in the succeeding Plan 
                                          Year in the ratio which the 
                                          Compensation of each Participant 
                                          for the Plan Year bears to the 
                                          total Compensation of all 
                                          Participants entitled to share in 
                                          the Contributions.  If the Plan is 
                                          integrated with Social Security, 
                                          forfeitures shall be allocated in 
                                          accordance with the formula 
                                          elected by the Employer.

C. VESTING SERVICE

For purposes of determining Years of Service for Vesting 
[select (1) or (2) and/or (3)]:

   /x/  (1)  All Years of Service shall be included.

   / /  (2)  Years of Service before the Participant attained age 18 shall 
             be excluded.

   / /  (3)  Service with the Employer prior to the effective date of the 
             Plan shall be excluded.


                   ARTICLE VIII.  DEFERRAL OF BENEFIT DISTRIBUTIONS,
                           IN-SERVICE WITHDRAWALS AND LOANS

A.  DEFERRAL OF BENEFIT DISTRIBUTIONS

       401(K) AND/   PROFIT-
        OR THRIFT    SHARING
       -----------   -------
           / /         / /      If this item is checked, a Participant's 
                                vested benefit in his or her Employer 
                                Accounts shall be payable as soon as 
                                practicable after the earlier of: (1) the 
                                date the Participant terminates 
                                Employment due to Disability or (2) the 
                                end of the Plan Year in which a 
                                terminated Participant attains Early 
                                Retirement Age, if applicable, or Normal 
                                Retirement Age.


                                     21


<PAGE>

B. IN-SERVICE DISTRIBUTIONS

   /x/ (1)  In-service distributions may be made from any of the Participant's 
            vested Accounts, at any time upon or after the occurrence of the 
            following events (select all applicable):

            /x/  (a) a Participant's attainment of age 59-1/2.
            /x/  (b) due to hardships as defined in Section 5.9 of the Plan.

   / / (2)  In-service distributions are not permitted.

C. LOANS ARE:

401(K) AND/   PROFIT-
 OR THRIFT    SHARING
-----------   -------
    /x/         / /      (1) permitted.

    / /         / /      (2) not permitted.



                           ARTICLE IX. GROUP TRUST

/ /  If this item is checked, the Employer elects to establish a Group 
     Trust consisting of such Plan assets as shall from time to time be 
     transferred to the Trustee pursuant to Article X of the Plan. The Trust 
     Fund shall be a Group Trust consisting of assets of this Plan plus assets 
     of the following plans of the Employer or of an Affiliate:



                           ARTICLE X. MISCELLANEOUS


A.  IDENTIFICATION OF SPONSOR

    The address and telephone number of the Sponsor's authorized 
    representative is 800 Scudders Mill Road, Plainsboro, New Jersey 08536; 
    (609) 282-2272.  This authorized representative can answer inquiries 
    regarding the adoption of the Plan, the intended meaning of any Plan 
    provisions, and the effect of the opinion letter.

    The Sponsor will inform the adopting Employer of any amendments made 
    to the Plan or the discontinuance or abandonment of the Plan.


                                     22

<PAGE>

B. PLAN REGISTRATION

   1. INITIAL REGISTRATION

      This Plan must be registered with the Sponsor, Merrill Lynch, 
      Pierce, Fenner & Smith Incorporated, in order to be considered a 
      Prototype Plan by the Sponsor.  Registration is required so that 
      the Sponsor is able to provide the Administrator with documents, 
      forms and announcements relating to the administration of the Plan 
      and with Plan amendments and other documents, all of which relate 
      to administering the Plan in accordance with applicable law and 
      maintaining compliance of the Plan with the law. 

      The Employer must complete and sign the Adoption Agreement.  Upon 
      receipt of the Adoption Agreement, the Plan will be registered as a 
      Prototype Plan of Merrill Lynch, Pierce, Fenner & Smith 
      Incorporated.  The Adoption Agreement will be countersigned by an 
      authorized representative and a copy of the countersigned Adoption 
      Agreement will be returned to the Employer.

   2. REGISTRATION RENEWAL

      Annual registration renewal is required in order for the Employer 
      to continue to receive any and all necessary updating documents.  
      There is an annual registration renewal fee in the amount set forth 
      with the initial registration material.  The adopting Employer 
      authorizes Merrill Lynch, Pierce, Fenner & Smith Incorporated, to 
      debit the account established for the Plan for payment of agreed 
      upon annual fee; provided, however, if the assets of an account are 
      invested solely in Participant-Directed Assets, a notice for this 
      annual fee will be sent to the Employer annually.  The Sponsor 
      reserves the right to change this fee from time to time and will 
      provide written notice in advance of any change.


C. PROTOTYPE REPLACEMENT PLAN

   This Adoption Agreement is a replacement prototype plan for the (1) 
   Merrill Lynch Special Prototype Defined Contribution Plan and Trust - 
   401(k) Plan #03-004 and (2) Merrill Lynch Asset Management, Inc., 
   Special Prototype Defined Contribution Plan and Trust - 401(k) Plan 
   Adoption Agreement #03-004.


D. RELIANCE

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


                                     23

<PAGE>

                             EMPLOYER'S SIGNATURE

                  Name of Employer:   U.S. Long Distance Corp.             -x-
                                    ------------------------------------

                  By:                 /s/ DAVID S. HORNE                   -x-
                                    ------------------------------------
                                         Authorized Signature

                                          David S. Horne                   -x-
                                    ------------------------------------
                                              Print Name

                                      V.P., Human Resources                -x-
                                    ------------------------------------
                                                Title

Dated:               12/12, 1994    -x-
       -------------------- ----







TO BE COMPLETED BY MERRILL LYNCH:

SPONSOR ACCEPTANCE:

Subject to the terms and conditions of the Prototype Plan and this Adoption 
Agreement, this Adoption Agreement is accepted by Merrill Lynch, Pierce, 
Fenner & Smith Incorporated as the Prototype Sponsor.

Authorized Signature:          /s/ NAME ILLEGIBLE
                       --------------------------------------------------


                                     24

<PAGE>

                            TRUSTEE(S) SIGNATURE

This Trustee Acceptance is to be completed only if the Employer appoints 
one or more Trustees and does not appoint a Merrill Lynch Trust Company as 
Trustee.

The undersigned hereby accept all of the terms, conditions, and obligations 
of appointment as Trustee under the Plan.  If the Employer has elected a 
Group Trust in this Adoption Agreement, the undersigned Trustee(s) shall be 
the Trustee(s) of the Group Trust.


                                 AS TRUSTEE:



  /s/ CARLTON L. COOKE, JR.                C. LEE COOKE, JR.                -x-
-----------------------------------     -----------------------------------
            (Signature)                         (print or type name)

  /s/ DAVID S. HORNE                       DAVID S. HORNE                   -x-
-----------------------------------     -----------------------------------
            (Signature)                         (print or type name)

  /s/ PHILLIP J. STORIN                    PHILLIP J. STORIN                -x-
-----------------------------------     -----------------------------------
            (Signature)                         (print or type name)

                                                                            -x-
-----------------------------------     -----------------------------------
            (Signature)                         (print or type name)

                                            as TRUSTEE


Dated:  12/12, 1994                 -x-
       ----------------------------


                                     25

<PAGE>


                    MERRILL LYNCH TRUST COMPANY AS TRUSTEE

This Trustee Acceptance and designation of Investment Committee are to be 
completed only when a Merrill Lynch Trust Company is appointed as Trustee.


                            ACCEPTANCE BY TRUSTEE:

The undersigned hereby accept all of the terms, conditions, and obligations 
of appointment as Trustee under the Plan.  If the Employer has elected a 
Group Trust in this Adoption Agreement, the undersigned Trustee(s) shall be 
the Trustee(s) of the Group Trust.


SEAL                   MERRILL LYNCH TRUST COMPANY [______________]

                                BY:
                                     ------------------------------



Dated:                     , 19
       --------------------    --

TO BE COMPLETED BY THE EMPLOYER:


                     DESIGNATION OF INVESTMENT COMMITTEE

The Investment Committee for the Plan is (print or type names):  

Name:  
       ----------------------------------------------------------------------
Name:  
       ----------------------------------------------------------------------
Name:  
       ----------------------------------------------------------------------
Name:  
       ----------------------------------------------------------------------






                                     26

<PAGE>

             MERRILL LYNCH TRUST COMPANY IS ONE OF THE TRUSTEES

This Trustee Acceptance is to be completed only if, in addition to a 
Merrill Lynch Trust Companies as Trustee, the Employer appoints an 
additional Trustee of a second trust fund.

The undersigned hereby accept all of the terms, conditions, and obligations 
of appointment as Trustee under the Plan.  If the Employer has elected a 
Group Trust in this Adoption Agreement, the undersigned Trustee(s) shall be 
the Trustee(s) of the Group Trust.



                                       AS TRUSTEE


--------------------------------       -------------------------------------
          (Signature)                           (print or tape name)


Dated:                     , 19
       --------------------    --


SEAL                   MERRILL LYNCH TRUST COMPANY [______________]

                                BY:
                                     ------------------------------



Dated:                     , 19
       --------------------    --



DESIGNATION OF INVESTMENT COMMITTEE

    The Investment Committee for the Plan is (print or type name):

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                                     27