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                                   Exhibit 4.4

(AMERICAN FUNDS (SM) LOGO)

     Defined contribution plan and trust

Basic plan document #02

May 2002

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TABLE OF CONTENTS

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<S>                                                                           <C>
ARTICLE 1 PLAN ELIGIBILITY AND PARTICIPATION
1.1    Eligibility for Plan Participation..................................    9
1.2    Excluded Employees..................................................    9
       (a) Independent contractors.........................................    9
       (b) Leased Employees................................................    9
1.3    Employees of Related Employers......................................    9
       (a) Nonstandardized Agreement.......................................    9
       (b) Standardized Agreement..........................................    9
1.4    Minimum Age and Service Conditions..................................    9
       (a) Maximum permissible age and service conditions..................    9
       (b) Year of Service.................................................    9
       (c) Eligibility Computation Periods.................................    9
       (d) Application of eligibility rules................................   10
       (e) Amendment of age and service requirements.......................   10
1.5    Entry Dates.........................................................   10
       (a) Entry Date requirements.........................................   10
       (b) Single annual Entry Date........................................   10
1.6    Eligibility Break in Service rules..................................   10
       (a) Rule of Parity Break in Service.................................   10
       (b) One-year Break in Service rule for Plans
           using a two Years of Service eligibility condition..............   10
       (c) One-year holdout Break in Service rule..........................   10
1.7    Eligibility upon Reemployment.......................................   11
1.8    Operating Rules for Employees Excluded by Class.....................   11
       (a) Eligible Participant becomes part of an
           excluded class of Employees.....................................   11
       (b) Excluded Employee becomes part of an
           eligible class of Employees.....................................   11
1.9    Relationship to Accrual of Benefits................................    11
1.10   Waiver of Participation.............................................   11

ARTICLE 2 EMPLOYER CONTRIBUTIONS AND ALLOCATIONS
2.1    Amount of Employer Contributions....................................   11
       (a) Limitation on Employer Contributions............................   11
       (b) Limitation on Included Compensation.............................   11
       (c) Contribution of property........................................   11
       (d) Frozen Plan.....................................................   11
2.2    Profit Sharing Plan Contribution and Allocations....................   11
       (a) Amount of Employer Contribution.................................   11
       (b) Allocation formula for Employer Contributions...................   12
       (c) Special rules for determining Included Compensation.............   13
2.3    401(k) Plan Contributions and Allocations...........................   13
       (a) Section 401(k) Deferrals........................................   13
       (b) Employer Matching Contributions.................................   14
       (c) Qualified Matching Contributions (QMACs)........................   14
       (d) Employer Nonelective Contributions..............................   14
       (e) Qualified Nonelective Contributions (QNECs).....................   14
       (f) Safe Harbor Contributions.......................................   14
       (g) Prior SIMPLE 401(k) plan........................................   14
2.4    Money Purchase Plan Contribution and Allocations....................   14
       (a) Employer Contributions..........................................   14
       (b) Uniform percentage or uniform dollar amount.....................   15
       (c) Permitted Disparity Method......................................   15
       (d) Contribution based on service...................................   15
       (e) Davis-Bacon Contribution Formula................................   15
       (f) Applicable period for determining
           Included Compensation...........................................   15
       (g) Special rules for determining Included Compensation.............   15
       (h) Limit on contribution where Employer maintains
           another plan in addition to a money purchase plan...............   15
2.5    Target Benefit Plan Contribution....................................   16
       (a) Stated Benefit..................................................   16
       (b) Employer Contribution...........................................   16
       (c) Benefit formula.................................................   16
       (d) Definitions.....................................................   18
2.6    Allocation Conditions...............................................   19
       (a) Safe Harbor allocation condition................................   20
       (b) Application of last day of employment rule for money
           purchase and target benefit Plans in year of termination........   20
       (c) Elapsed Time Method.............................................   20
       (d) Special allocation condition for Employer Matching
           Contributions under Nonstandardized 401(k) Agreement............   20
       (e) Application to designated period................................   20
2.7    Fail-Safe Coverage Provision........................................   21
       (a) Top-Heavy Plans.................................................   21
       (b) Category 1 Employees -- Otherwise Eligible
           Participants (who are Nonhighly Compensated
           Employees) who are still employed by the
           Employer on the last day of the Plan Year but
           who failed to satisfy the Plan's Hours of
           Service condition...............................................   21
       (c) Category 2 Employees -- Otherwise Eligible
           Participants (who are Nonhighly Compensated
           Employees) who terminated employment during
           the Plan Year with more than 500 Hours of Service...............   21
       (d) Special Fail-Safe Coverage Provision............................   21
2.8    Deductible Employee Contributions...................................   22

ARTICLE 3 EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS
3.1    Employee After-Tax Contributions....................................   22
3.2    Rollover Contributions..............................................   22
3.3    Transfer of Assets..................................................   22
       (a) Protection of Protected Benefits................................   22
       (b) Transferee plan.................................................   22
       (c) Transfers from a Defined Benefit Plan, money
           purchase plan or 401(k) plan....................................   22
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TABLE OF CONTENTS

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<S>                                                                           <C>
       (d) Qualified Transfer..............................................   23
       (e) Trustee's right to refuse transfer..............................   23

ARTICLE 4 PARTICIPANT VESTING

4.1     In General.........................................................   23
       (a) Attainment of Normal Retirement Age.............................   23
       (b) Vesting upon death, becoming Disabled
           or attainment of Early Retirement Age...........................   23
       (c) Addition of Employer Nonelective Contribution
           or Employer Matching Contribution...............................   23
       (d) Vesting upon merger, consolidation or transfer..................   23
4.2    Vesting Schedules...................................................   23
       (a) Full and immediate vesting schedule.............................   24
       (b) 7-year graded vesting schedule..................................   24
       (c) 6-year graded vesting schedule..................................   24
       (d) 5-year cliff vesting schedule...................................   24
       (e) 3-year cliff vesting schedule...................................   24
       (f) Modified vesting schedule.......................................   24
4.3    Shift to/from Top-Heavy Vesting Schedule...........................    24
4.4    Vesting Computation Period..........................................   24
       (a) Anniversary Years...............................................   24
       (b) Measurement on same Vesting Computation Period.................    24
4.5    Crediting Years of Service for Vesting Purposes....................    24
       (a) Calculating Hours of Service....................................   24
       (b) Excluded service................................................   24
4.6    Vesting Break in Service rules......................................   24
       (a) One-year holdout Break in Service...............................   24
       (b) Five-Year Forfeiture Break in Service...........................   24
       (c) Rule of Parity Break in Service.................................   24
4.7    Amendment of Vesting Schedule.......................................   25
4.8    Special Vesting Rule -- In-Service Distribution
       When Account Balance Less than 100% Vested..........................   25

ARTICLE 5 FORFEITURES
5.1    In General..........................................................   25
5.2    Timing of forfeiture................................................   25
       (a) Cash-Out Distribution...........................................   25
       (b) Five-Year Forfeiture Break in Service...........................   25
       (c) Lost Participant or Beneficiary.................................   25
       (d) Forfeiture of Employer Matching Contributions...................   25
5.3    Forfeiture Events...................................................   25
       (a) Cash-Out Distribution...........................................   25
       (b) Five-Year Forfeiture Break in Service...........................   26
       (c) Lost Participant or Beneficiary.................................   26
       (d) Forfeiture of Employer Matching Contributions...................   26
5.4    Timing of Forfeiture Allocation.....................................   26
5.5    Method of Allocating Forfeitures....................................   26
       (a) Reallocation of forfeitures.....................................   26
       (b) Reduction of contributions.....................................    26
       (c) Payment of Plan expenses........................................   27

ARTICLE 6 SPECIAL SERVICE CREDITING PROVISIONS
6.1    Year of Service -- Eligibility......................................   27
       (a) Selection of Hours of Service...................................   27
       (b) Use of Equivalency Method.......................................   27
       (c) Use of Elapsed Time Method......................................   27
6.2    Eligibility Computation Period......................................   27
6.3    Year of Service -- Vesting..........................................   27
       (a) Selection of Hours of Service...................................   27
       (b) Equivalency Method..............................................   27
       (c) Elapsed Time Method.............................................   27
6.4    Vesting Computation Period..........................................   27
6.5    Definitions.........................................................   27
       (a) Equivalency Method..............................................   27
       (b) Elapsed Time Method.............................................   27
6.6    Switching Crediting Methods.........................................   27
       (a) Shift from crediting Hours of Service to
           Elapsed Time Method.............................................   27
       (b) Shift from Elapsed Time Method to an
           Hours of Service Method.........................................   28
6.7 Service with Predecessor Employers.....................................   28

ARTICLE 7 LIMITATION ON PARTICIPANT ALLOCATIONS
7.1    Annual Additions Limitation -- No Other
       Plan Participation..................................................   28
       (a) Annual Additions Limitation.....................................   28
       (b) Using estimated Total Compensation..............................   28
       (c) Disposition of Excess Amount....................................   28
7.2    Annual Additions Limitation -- Participation
       in Another Plan.....................................................   29
       (a) In general......................................................   29
       (b) This Plan's Annual Addition Limitation..........................   29
       (c) Annual Additions reduction......................................   29
       (d) No Annual Additions permitted...................................   29
       (e) Using estimated Total Compensation..............................   29
       (f) Excess Amounts..................................................   29
       (g) Disposition of Excess Amounts...................................   29
7.3    Modification of Correction Procedures...............................   29
7.4    Definitions Relating to the Annual Additions Limitation.............   29
       (a) Annual Additions................................................   29
       (b) Defined Contribution Dollar Limitation..........................   29
       (c) Employer........................................................   29
       (d) Excess Amount...................................................   30
       (e) Limitation Year.................................................   30
       (f) Maximum Permissible Amount......................................   30
       (g) Total Compensation..............................................   30
7.5    Participation in a Defined Benefit Plan.............................   30
       (a) Repeal of rule..................................................   30
       (b) Special definitions relating to Section 7.5.....................   30
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<S>                                                                           <C>
ARTICLE 8 PLAN DISTRIBUTIONS
8.1    Distribution Options ...............................................   31
8.2    Amount Eligible for Distribution ...................................   31
8.3    Distributions After Termination of Employment ......................   31
       (a) Account Balance exceeding $5,000 ...............................   31
       (b) Account Balance not exceeding $5,000 ...........................   31
       (c) Permissible distribution events under a 401(k) plan ............   31
       (d) Disabled Participant ...........................................   32
       (e) Determining whether vested Account Balance exceeds $5,000 ......   32
       (f) Effective date of $5,000 vested Account Balance rule ...........   32
8.4    Distribution upon the Death of the Participant .....................   32
       (a) Post-retirement death benefit ..................................   32
       (b) Pre-retirement death benefit ...................................   32
       (c) Determining a Participant's Beneficiary ........................   32
8.5    Distributions Prior to Termination of Employment ...................   33
       (a) Employee After-Tax Contributions, Rollover Contributions and
           transfers ......................................................   33
       (b) Employer Contributions .........................................   33
       (c) Section 401(k) Deferrals, Qualified Nonelective Contributions,
           Qualified Matching Contributions and Safe Harbor
           Contributions ..................................................   33
       (d) Corrective distributions .......................................   33
8.6    Hardship Distribution ..............................................   33
       (a) Safe Harbor Hardship distribution ..............................   33
       (b) Non-Safe Harbor Hardship distribution ..........................   34
       (c) Amount available for distribution ..............................   34
8.7    Participant Consent ................................................   34
       (a) Participant notice .............................................   34
       (b) Special rules ..................................................   34
8.8    Direct Rollovers ...................................................   34
       (a) Eligible Rollover Distribution .................................   34
       (b) Eligible Retirement Plan .......................................   34
       (c) Direct Rollover ................................................   34
       (d) Direct Rollover notice .........................................   34
       (e) Special rules for Hardship withdrawals of Section 401(k)
           Deferrals ......................................................   35
8.9    Sources of Distribution ............................................   35
       (a) Exception for Hardship withdrawals .............................   35
       (b) In-kind distributions ..........................................   35

ARTICLE 9 JOINT AND SURVIVOR ANNUITY REQUIREMENTS
9.1    Applicability ......................................................   35
       (a) Election to have requirements apply ............................   35
       (b) Election to have requirements not apply ........................   35
       (c) Accumulated deductible employee contributions ..................   35
9.2    Qualified Joint and Survivor Annuity (QJSA) ........................   35
9.3    Qualified Preretirement Survivor Annuity (QPSA) ....................   35
9.4    Definitions ........................................................   35
       (a) Qualified Joint and Survivor Annuity (QJSA) ....................   35
       (b) Qualified Preretirement Survivor Annuity (QPSA) ................   35
       (c) Distribution Commencement Date .................................   36
       (d) Qualified Election .............................................   36
       (e) QPSA Election Period ...........................................   36
       (f) Pre-Age 35 Waiver ..............................................   36
9.5    Notice Requirements ................................................   36
       (a) QJSA ...........................................................   36
       (b) QPSA ...........................................................   36
9.6    Exception to the Joint and Survivor Annuity Requirements ...........   36
9.7    Transitional Rules .................................................   36
       (a) Automatic joint and survivor annuity ...........................   36
       (b) Election of early survivor annuity .............................   37
       (c) Qualified Early Retirement Age .................................   37

ARTICLE 10 REQUIRED DISTRIBUTIONS
10.1   Required Distributions Before Death ................................   37
       (a) Deferred distributions .........................................   37
       (b) Required minimum distributions .................................   37
10.2   Required Distributions After Death .................................   37
       (a) Distribution beginning before death ............................   37
       (b) Distribution beginning after death .............................   37
       (c) Treatment of trust beneficiaries as Designated Beneficiaries ...   37
       (d) Trust beneficiary qualifying for marital deduction .............   37
10.3   Definitions ........................................................   38
       (a) Required Beginning Date ........................................   38
       (b) Five-Percent Owner .............................................   38
       (c) Designated Beneficiary .........................................   38
       (d) Applicable Life Expectancy .....................................   38
       (e) Life Expectancy ................................................   38
       (f) Distribution Calendar Year .....................................   38
       (g) Participant's Benefit ..........................................   38
10.4   GUST Elections .....................................................   38
       (a) Distributions under Old-Law Required Beginning Date rules ......   38
       (b) Option to postpone distributions ...............................   38
       (c) Election to stop minimum required distributions ................   39
10.5   Transitional Rule ..................................................   39

ARTICLE 11 PLAN ADMINISTRATION AND SPECIAL OPERATING RULES
11.1   Plan Administrator .................................................   39
       (a) Acceptance of responsibility by designated Plan Administrator ..   39
       (b) Resignation of designated Plan Administrator ...................   40
       (c) Named Fiduciary ................................................   40
11.2 Duties and Powers of the Plan Administrator ..........................   40
       (a) Delegation of duties and powers ................................   40
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<S>                                                                           <C>
       (b) Specific duties and powers .....................................   40
11.3   Employer Responsibilities ..........................................   40
11.4   Plan Administration Expenses .......................................   40
11.5   Qualified Domestic Relations Orders (QDROs) ........................   40
       (a) In general .....................................................   40
       (b) Qualified Domestic Relations Order (QDRO) ......................   40
       (c) Recognition as a QDRO ..........................................   40
       (d) Contents of QDRO ...............................................   40
       (e) Impermissible QDRO provisions ..................................   40
       (f) Immediate distribution to Alternate Payee ......................   40
       (g) No fee for QDRO determination ..................................   41
       (h) Default QDRO procedure .........................................   41
11.6   Claims Procedure ...................................................   41
       (a) Filing a claim .................................................   41
       (b) Notification of Plan Administrator's decision ..................   41
       (c) Review procedure ...............................................   41
       (d) Decision on review .............................................   41
       (e) Default claims procedure .......................................   41
11.7   Operational Rules for Short Plan Years .............................   42
11.8   Operational Rules for Related Employer Groups ......................   42

ARTICLE 12 TRUST PROVISIONS
12.1   Creation of Trust ..................................................   42
12.2   Trustee ............................................................   42
       (a) Discretionary Trustee ..........................................   42
       (b) Directed Trustee ...............................................   42
12.3   Trustee's Responsibilities Regarding Administration of Trust .......   42
12.4   Trustee's Responsibility Regarding Investment of Plan Assets .......   43
12.5   More than One Person as Trustee ....................................   43
12.6   Annual Valuation ...................................................   43
12.7   Reporting to Plan Administrator and Employer .......................   43
12.8   Reasonable Compensation ............................................   44
12.9   Resignation and Removal of Trustee .................................   44
12.10  Indemnification of Trustee .........................................   44
12.11  Appointment of Custodian ...........................................   44

ARTICLE 13 PLAN ACCOUNTING AND INVESTMENTS
13.1   Participant Accounts ...............................................   44
13.2   Value of Participant Accounts ......................................   44
       (a) Periodic valuation .............................................   44
       (b) Daily valuation ................................................   44
13.3   Adjustments to Participant Accounts ................................   44
       (a) Distributions and forfeitures from a Participant's Account .....   44
       (b) Life insurance premiums and dividends ..........................   44
       (c) Contributions and forfeitures allocated to a Participant's
           Account ........................................................   44
       (d) Net income or loss .............................................   44
13.4   Procedures for Determining Net Income or Loss ......................   44
       (a) Net income or loss attributable to General Trust Account .......   44
       (b) Net income or loss attributable to a Directed Account ..........   45
       (c) Share or unit accounting .......................................   45
       (d) Suspense accounts ..............................................   45
13.5 Investments under the Plan ...........................................   45
       (a) Investment options .............................................   45
       (b) Limitations on the investment in Qualifying Employer Securities
           and Qualifying Employer Real Property ..........................   45
       (c) Participant direction of investments ...........................   45

ARTICLE 14 PARTICIPANT LOANS
14.1   Default Loan Policy ................................................   46
14.2   Administration of Loan Program .....................................   46
14.3   Availability of Participant Loans ..................................   46
14.4   Reasonable Interest Rate ...........................................   46
14.5   Adequate Security ..................................................   47
14.6   Periodic Repayment .................................................   47
       (a) Unpaid leave of absence ........................................   47
       (b) Military leave .................................................   47
14.7   Loan Limitations ...................................................   47
14.8   Segregated Investment ..............................................   47
14.9   Spousal Consent ....................................................   47
14.10  Procedures for Loan Default ........................................   47
14.11  Termination of Employment ..........................................   48
       (a) Offset of outstanding loan .....................................   48
       (b) Direct Rollover ................................................   48
       (c) Modified loan policy ...........................................   48

ARTICLE 15 INVESTMENT IN LIFE INSURANCE
15.1   Investment in Life Insurance .......................................   48
15.2   Incidental Life Insurance rules ....................................   48
       (a) Ordinary life insurance policies ...............................   48
       (b) Life insurance policies other than ordinary life ...............   48
       (c) Combination of ordinary and other life insurance policies ......   48
       (d) Exception for certain profit sharing and 401(k) plans ..........   48
       (e) Exception for Employee After-Tax Contributions and Rollover
           Contributions ..................................................   48
15.3   Ownership of Life Insurance Policies ...............................   48
15.4   Evidence of Insurability ...........................................   48
15.5   Distribution of Insurance Policies .................................   48
15.6   Discontinuance of Insurance Policies ...............................   48
15.7   Protection of Insurer ..............................................   48
15.8   No Responsibility for Act of Insurer ...............................   48
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<S>                                                                           <C>
ARTICLE 16 TOP-HEAVY PLAN REQUIREMENTS
16.1   In General .........................................................   49
16.2   Top-Heavy Plan Consequences ........................................   49
       (a) Minimum allocation for Non-Key Employees .......................   49
       (b) Special Top-Heavy Vesting Rules ................................   50
16.3   Top-Heavy Definitions ..............................................   50
       (a) Determination Date .............................................   50
       (b) Determination Period ...........................................   50
       (c) Key Employee ...................................................   50
       (d) Permissive Aggregation Group ...................................   50
       (e) Present Value ..................................................   50
       (f) Required Aggregation Group .....................................   50
       (g) Top-Heavy Plan .................................................   50
       (h) Top-Heavy Ratio ................................................   50
       (i) Total Compensation .............................................   50
       (j) Valuation Date .................................................   50

ARTICLE 17 401(K) PLAN PROVISIONS
17.1   Limitation on the Amount of Section 401(k) Deferrals ...............   51
       (a) In general .....................................................   51
       (b) Maximum deferral limitation ....................................   51
       (c) Correction of Code Section 402(g) violation ....................   51
17.2   Nondiscrimination Testing of Section 401(k) Deferrals -- ADP Test ..   51
       (a) ADP Test testing methods .......................................   51
       (b) Special rule for first Plan Year ...............................   52
       (c) Use of QMACs and QNECs under the ADP Test ......................   52
       (d) Correction of Excess Contributions .............................   52
       (e) Adjustment of deferral rate for Highly Compensated Employees ...   53
17.3   Nondiscrimination Testing of Employer Matching Contributions and
       Employee After-Tax Contributions -- ACP Test .......................   53
       (a) ACP Test testing methods .......................................   53
       (b) Special rule for first Plan Year ...............................   53
       (c) Use of Section 401(k) Deferrals and QNECs under the ACP Test ...   53
       (d) Correction of Excess Aggregate Contributions ...................   53
       (e) Adjustment of contribution rate for Highly Compensated
           Employees ......................................................   54
17.4   Multiple Use Test ..................................................   54
       (a) Aggregate Limit ................................................   54
       (b) Correction of the Multiple Use Test ............................   54
17.5   Special Testing Rules ..............................................   54
       (a) Special rule for determining ADP and ACP of Highly Compensated
           Employee Group .................................................   54
       (b) Aggregation of plans ...........................................   54
       (c) Disaggregation of plans ........................................   54
       (d) Special rules for the Prior Year Testing Method ................   55
17.6   Safe Harbor 401(k) Plan Provisions .................................   55
       (a) Safe harbor conditions .........................................   55
       (b) Deemed compliance with ADP Test ................................   57
       (c) Deemed compliance with ACP Test ................................   57
       (d) Rules for applying the ACP Test ................................   57
       (e) Aggregated plans ...............................................   57
       (f) First year of plan .............................................   57
17.7   Definitions ........................................................   57
       (a) ACP -- Average Contribution Percentage .........................   57
       (b) ADP -- Average Deferral Percentage .............................   57
       (c) Excess Aggregate Contributions .................................   57
       (d) Excess Contributions ...........................................   58
       (e) Highly Compensated Employee Group ..............................   58
       (f) Nonhighly Compensated Employee Group ...........................   58
       (g) QMACs -- Qualified Matching Contributions ......................   58
       (h) QNECs -- Qualified Nonelective Contributions ...................   58
       (i) Testing Compensation ...........................................   58

ARTICLE 18 PLAN AMENDMENTS AND TERMINATION
18.1   Plan Amendments ....................................................   58
       (a) Amendment by the Prototype Sponsor .............................   58
       (b) Amendment by the Employer ......................................   58
       (c) Protected Benefits .............................................   58
18.2   Plan Termination ...................................................   59
       (a) Full and immediate vesting .....................................   59
       (b) Distribution procedures ........................................   59
       (c) Termination upon merger, liquidation or dissolution of the
           Employer .......................................................   59
18.3   Merger or Consolidation ............................................   59

ARTICLE 19 MISCELLANEOUS
19.1   Exclusive Benefit ..................................................   59
19.2   Return of Employer Contributions ...................................   59
       (a) Mistake of fact ................................................   59
       (b) Disallowance of deduction ......................................   59
       (c) Failure to initially qualify ...................................   59
19.3   Alienation or Assignment ...........................................   59
19.4   Participants' Rights ...............................................   60
19.5   Military Service ...................................................   60
19.6   Paired Plans .......................................................   60
19.7   Annuity Contract ...................................................   60
19.8   Use of IRS compliance programs .....................................   60
19.9   Loss of Prototype Status ...........................................   60
19.10  Governing Law ......................................................   60
19.11  Waiver of Notice ...................................................   60
19.12  Use of Electronic Media ............................................   60
19.13  Severability of Provisions .........................................   60
19.14  Binding Effect .....................................................   60
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<S>                                                                           <C>
ARTICLE 20 GUST ELECTIONS AND EFFECTIVE DATES
20.1 GUST Effective Dates .................................................   60
20.2 Highly Compensated Employee Definition ...............................   60
       (a) Top-Paid Group Test ............................................   60
       (b) Calendar Year Election .........................................   60
       (c) Old-Law Calendar Year Election .................................   60
20.3   Required Minimum Distributions .....................................   61
20.4   $5,000 Involuntary Distribution Threshold ..........................   61
20.5   Repeal of Family Aggregation for Allocation Purposes ...............   61
20.6   ADP/ACP Testing Methods ............................................   61
20.7   Safe Harbor 401(k) Plan ............................................   61

ARTICLE 21 PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)
21.1   Co-Sponsor Adoption Page ...........................................   61
21.2   Participation by Employees of Co-Sponsor ...........................   61
21.3   Allocation of Contributions and Forfeitures ........................   61
21.4   Co-Sponsor No Longer a Related Employer ............................   61
       (a) Manner of discontinuing participation ..........................   61
       (b) Multiple employer plan .........................................   61
21.5   Special Rules for Standardized Agreements ..........................   62
       (a) New Related Employer ...........................................   62
       (b) Former Related Employer ........................................   62

ARTICLE 22 PLAN DEFINITIONS
22.1   Account ............................................................   62
22.2   Account Balance ....................................................   62
22.3   Accrued Benefit ....................................................   62
22.4   ACP -- Average Contribution Percentage .............................   62
22.5   ACP Test -- Actual Contribution Percentage Test ....................   62
22.6   Actual Hours Crediting Method ......................................   62
22.7   Adoption Agreement .................................................   62
22.8   ADP -- Average Deferral Percentage .................................   62
22.9   ADP Test -- Actual Deferral Percentage Test ........................   62
22.10  Agreement ..........................................................   62
22.11  Aggregate Limit ....................................................   62
22.12  Alternate Payee ....................................................   62
22.13  Anniversary Year Method ............................................   62
22.14  Anniversary Years ..................................................   62
22.15  Annual Additions ...................................................   62
22.16  Annual Additions Limitation ........................................   62
22.17  Annuity Starting Date ..............................................   62
22.18  Applicable Life Expectancy .........................................   62
22.19  Applicable Percentage ..............................................   62
22.20  Average Compensation ...............................................   62
22.21  Averaging Period ...................................................   62
22.22  Balance Forward Method .............................................   62
22.23  Basic Plan Document ................................................   62
22.24  Beneficiary ........................................................   62
22.25  BPD ................................................................   62
22.26  Break-in-Service -- Eligibility ....................................   62
22.27  Break-in-Service -- Vesting ........................................   63
22.28  Calendar Year Election .............................................   63
22.29  Cash-Out Distribution ..............................................   63
22.30  Code ...............................................................   63
22.31  Code Section 415 Safe Harbor Compensation ..........................   63
22.32  Compensation Dollar Limitation .....................................   63
22.33  Co-Sponsor .........................................................   63
22.34  Co-Sponsor Adoption Page ...........................................   63
22.35  Covered Compensation ...............................................   63
22.36  Cumulative Disparity Limit .........................................   63
22.37  Current Year Testing Method ........................................   63
22.38  Custodian ..........................................................   63
22.39  Davis-Bacon Act Service ............................................   63
22.40  Davis-Bacon Contribution Formula ...................................   63
22.41  Defined Benefit Plan ...............................................   63
22.42  Defined Benefit Plan Fraction ......................................   63
22.43  Defined Contribution Plan ..........................................   63
22.44  Defined Contribution Plan Dollar Limitation ........................   63
22.45  Defined Contribution Plan Fraction .................................   63
22.46  Designated Beneficiary .............................................   63
22.47  Determination Date .................................................   63
22.48  Determination Period ...............................................   63
22.49  Determination Year .................................................   63
22.50  Directed Account ...................................................   63
22.51  Directed Trustee ...................................................   63
22.52  Direct Rollover ....................................................   63
22.53  Disabled ...........................................................   63
22.54  Discretionary Trustee ..............................................   63
22.55  Distribution Calendar Year .........................................   64
22.56  Distribution Commencement Date .....................................   64
22.57  Early Retirement Age ...............................................   64
22.58  Earned Income ......................................................   64
22.59  Effective Date .....................................................   64
22.60  Elapsed Time Method ................................................   64
22.61  Elective Deferrals .................................................   64
22.62  Eligibility Computation Period .....................................   64
22.63  Eligible Participant ...............................................   64
22.64  Eligible Rollover Distribution .....................................   64
22.65  Eligible Retirement Plan ...........................................   64
22.66  Employee ...........................................................   64
22.67  Employee After-Tax Contribution Account ............................   64
22.68  Employee After-Tax Contributions ...................................   64
22.69  Employer ...........................................................   64
22.70  Employer Contribution Account ......................................   64
22.71  Employer Contributions .............................................   64
22.72  Employer Matching Contribution Account .............................   64
22.73  Employer Matching Contributions ....................................   64
22.74  Employer Nonelective Contributions .................................   64
</TABLE>


6

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
22.75  Employment Commencement Date .......................................   65
22.76  Employment Period ..................................................   65
22.77  Entry Date .........................................................   65
22.78  Equivalency Method .................................................   65
22.79  ERISA ..............................................................   65
22.80  Excess Aggregate Contributions .....................................   65
22.81  Excess Amount ......................................................   65
22.82  Excess Compensation ................................................   65
22.83  Excess Contributions ...............................................   65
22.84  Excess Deferrals ...................................................   65
22.85  Excluded Employee ..................................................   65
22.86  Fail-Safe Coverage Provision .......................................   65
22.87  Favorable IRS Letter ...............................................   65
22.88  Five-Percent Owner .................................................   65
22.89  Five-Year Forfeiture Break in Service ..............................   65
22.90  Flat Benefit .......................................................   65
22.91  Flat Excess Benefit ................................................   65
22.92  Flat Offset Benefit ................................................   65
22.93  Former Related Employer ............................................   65
22.94  Four-Step Formula ..................................................   65
22.95  General Trust Account ..............................................   65
22.96  GUST Legislation ...................................................   65
22.97  Hardship ...........................................................   65
22.98  Highest Average Compensation .......................................   65
22.99  Highly Compensated Employee ........................................   65
       (a) Definition .....................................................   65
       (b) Other Definitions ..............................................   65
       (c) Application of Highly Compensated Employee definition ..........   66
22.100 Highly Compensated Employee Group...................................   66
22.101 Hour of Service ....................................................   66
       (a) Performance of duties ..........................................   66
       (b) Nonperformance of duties .......................................   66
       (c) Back pay award .................................................   66
       (d) Related Employers/Leased Employees .............................   66
       (e) Maternity/paternity leave ......................................   66
22.102 Included Compensation ..............................................   66
22.103 Insurer ............................................................   66
22.104 Integrated Benefit Formula .........................................   66
22.105 Integration Level ..................................................   66
22.106 Investment Manager .................................................   66
22.107 Key Employee .......................................................   66
22.108 Leased Employee ....................................................   66
22.109 Life Expectancy ....................................................   66
22.110 Limitation Year ....................................................   66
22.111 Lookback Year ......................................................   66
22.112 Maximum Disparity Percentage .......................................   66
22.113 Maximum Offset Percentage ..........................................   67
22.114 Maximum Permissible Amount .........................................   67
22.115 Measuring Period ...................................................   67
22.116 Multiple Use Test ..................................................   67
22.117 Named Fiduciary ....................................................   67
22.118 Net Profits ........................................................   67
22.119 New Related Employer ...............................................   67
22.120 Nonhighly Compensated Employee .....................................   67
22.121 Nonhighly Compensated Employee Group ...............................   67
22.122 Nonintegrated Benefit Formula ......................................   67
22.123 Non-Key Employee ...................................................   67
22.124 Nonresident Alien Employees ........................................   67
22.125 Nonstandardized Agreement ..........................................   67
22.126 Normal Retirement Age ..............................................   67
22.127 Offset Compensation ................................................   67
22.128 Offset Benefit Formula .............................................   67
22.129 Old-Law Calendar Year Election .....................................   67
22.130 Old-Law Required Beginning Date ....................................   67
22.131 Owner-Employee .....................................................   67
22.132 Paired Plans .......................................................   67
22.133 Participant ........................................................   67
22.134 Period of Severance ................................................   67
22.135 Permissive Aggregation Group .......................................   67
22.136 Permitted Disparity Method .........................................   67
22.137 Plan ...............................................................   67
22.138 Plan Administrator .................................................   67
22.139 Plan Year ..........................................................   67
22.140 Pre-Age 35 Waiver ..................................................   67
22.141 Predecessor Employer ...............................................   67
22.142 Predecessor Plan ...................................................   67
22.143 Present Value ......................................................   67
22.144 Present Value Stated Benefit .......................................   67
22.145 Prior Year Testing Method ..........................................   67
22.146 Pro Rata Allocation Method .........................................   67
22.147 Projected Annual Benefit ...........................................   67
22.148 Protected Benefit ..................................................   68
22.149 Prototype Plan .....................................................   68
22.150 Prototype Sponsor ..................................................   68
22.151 QDRO -- Qualified Domestic Relations Order .........................   68
22.152 QJSA -- Qualified Joint and Survivor Annuity .......................   68
22.153 QMAC Account .......................................................   68
22.154 QMACs -- Qualified Matching Contributions...........................   68
22.155 QNEC Account .......................................................   68
22.156 QNECs -- Qualified Nonelective Contributions .......................   68
22.157 QPSA -- Qualified Preretirement Survivor Annuity ...................   68
22.158 QPSA Election Period ...............................................   68
22.159 Qualified Election .................................................   68
22.160 Qualified Transfer .................................................   68
22.161 Qualifying Employer Real Property ..................................   68
22.162 Qualifying Employer Securities .....................................   68
22.163 Reemployment Commencement Date .....................................   68
22.164 Related Employer ...................................................   68
22.165 Required Aggregation Group .........................................   68
</TABLE>


                                                                               7

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
22.166 Required Beginning Date ............................................   68
22.167 Reverse QNEC Method ................................................   68
22.168 Rollover Contribution Account ......................................   68
22.169 Rollover Contribution ..............................................   68
22.170 Rule of Parity Break in Service ....................................   68
22.171 Safe Harbor 401(k) Plan ............................................   68
22.172 Safe Harbor Contribution ...........................................   68
22.173 Safe Harbor Matching Contribution Account ..........................   68
22.174 Safe Harbor Matching Contributions .................................   68
22.175 Safe Harbor Nonelective Contribution Account .......................   68
22.176 Safe Harbor Nonelective Contributions ..............................   68
22.177 Salary Reduction Agreement .........................................   68
22.178 Section 401(k) Deferral Account ....................................   68
22.179 Section 401(k) Deferrals ...........................................   68
22.180 Self-Employed Individual ...........................................   68
22.181 Shareholder-Employee ...............................................   68
22.182 Shift-to-Plan-Year Method ..........................................   68
22.183 Short Plan Year ....................................................   69
22.184 Social Security Retirement Age .....................................   69
22.185 Standardized Agreement .............................................   69
22.186 Stated Benefit .....................................................   69
22.187 Straight Life Annuity ..............................................   69
22.188 Successor Plan .....................................................   69
22.189 Taxable Wage Base ..................................................   69
22.190 Testing Compensation ...............................................   69
22.191 Theoretical Reserve ................................................   69
22.192 Three Percent Method ...............................................   69
22.193 Top-Paid Group .....................................................   69
22.194 Top-Paid Group Test ................................................   69
22.195 Top-Heavy Plan .....................................................   69
22.196 Top-Heavy Ratio ....................................................   69
22.197 Total Compensation .................................................   69
       (a) W-2 Wages ......................................................   69
       (b) Withholding Wages ..............................................   69
       (c) Code Section 415 Safe Harbor Compensation ......................   69
22.198 Transfer Account ...................................................   69
22.199 Trust ..............................................................   69
22.200 Trustee ............................................................   69
22.201 Two-Step Formula ...................................................   69
22.202 Union Employee .....................................................   69
22.203 Unit Benefit .......................................................   69
22.204 Unit Excess Benefit ................................................   69
22.205 Unit Offset Benefit ................................................   70
22.206 Valuation Date .....................................................   70
22.207 Vesting Computation Period .........................................   70
22.208 W-2 Wages ..........................................................   70
22.209 Withholding Wages ..................................................   70
22.210 Years of Participation .............................................   70
22.211 Year of Service ....................................................   70
</TABLE>


8

<PAGE>

ARTICLE 1 PLAN ELIGIBIITY AND PARTICIPATION

This Article contains the rules for determining when an Employee becomes
eligible to participate in the Plan. Part 1 and Part 2 of the Agreement contain
specific elections for applying these Plan eligibility and participation rules.
Article 6 of this BPD and Part 7 of the Agreement contain special service
crediting elections to override the default provisions under this Article.

1.1  ELIGIBILITY FOR PLAN PARTICIPATION. An Employee who satisfies the Plan's
     minimum age and service conditions (as elected in Part 1, #5 of the
     Agreement) is eligible to participate in the Plan beginning on the Entry
     Date selected in Part 2 of the Agreement, unless he/she is specifically
     excluded from participation under Part 1, #4 of the Agreement. An Employee
     who has satisfied the Plan's minimum age and service conditions and is
     employed on his/her Entry Date is referred to as an Eligible Participant.
     (See Section 1.7 below for the rules regarding an Employee who terminates
     employment prior to his/her Entry Date.) An Employee who is excluded from
     participation under Part 1, #4 of the Agreement is referred to as an
     Excluded Employee.

1.2  EXCLUDED EMPLOYEES. Unless specifically excluded under Part 1, #4 of the
     Agreement, all Employees of the Employer are entitled to participate under
     the Plan upon becoming an Eligible Participant. Any Employee who is
     excluded under Part 1, #4 of the Agreement may not participate under the
     Plan, unless such Excluded Employee subsequently becomes a member of an
     eligible class of Employees. (See Section 1.8(b) of this Article for rules
     regarding an Excluded Employee's entry into the Plan if he/she subsequently
     becomes a member of an eligible class of Employees.)

     The Employer may elect under Part 1, #4 of the 401(k) Agreement to exclude
     different groups of Employees for Section 401(k) Deferrals, Employer
     Matching Contributions and Employer Nonelective Contributions. Unless
     provided otherwise under Part 1, #4.f. of the Nonstandardized 401(k)
     Agreement, for purposes of determining the Excluded Employees, any
     selection made with respect to Section 401(k) Deferrals also will apply to
     any Employee After-Tax Contributions and any Safe Harbor Contributions; any
     selections made with respect to Employer Matching Contributions also will
     apply to any Qualified Matching Contributions (QMACs); and any selections
     made with respect to Employer Nonelective Contributions also will apply to
     any Qualified Nonelective Contributions (QNECs).

     (A) INDEPENDENT CONTRACTORS. Any individual who is an independent
     contractor, or who performs services with the Employer under an agreement
     that identifies the individual as an independent contractor, is
     specifically excluded from the Nonstandardized Plan. In the event the
     Internal Revenue Service (IRS) retroactively reclassifies such an
     individual as an Employee, the reclassified Employee will become an
     Eligible Participant on the date the IRS issues a final determination
     regarding his/her employment status (or the individual's Entry Date, if
     later), unless the individual is otherwise excluded from participation
     under Part 1, #4 of the Nonstandardized Agreement. For periods prior to the
     date of such final determination, the reclassified Employee will not have
     any rights to accrued benefits under the Plan, except as agreed to by the
     Employer and the IRS, or as set forth in an amendment adopted by the
     Employer.

     (B) LEASED EMPLOYEES. If an individual is a Leased Employee, such
     individual is treated as an Employee of the Employer and may participate
     under the Plan upon satisfying the Plan's minimum age and service
     conditions, unless the Employer elects to exclude Leased Employees from
     participation under Part 1, #4.d. of the Nonstandardized Agreement.

          (1) DEFINITION OF LEASED EMPLOYEE. Effective for Plan Years beginning
          after December 31, 1996, a Leased Employee, as defined in Code Section
          414(n), is an individual who performs services for the Employer on a
          substantially full-time basis for a period of at least one year
          pursuant to an agreement between the Employer and a leasing
          organization, provided such services are performed under the primary
          direction or control of the recipient Employer. For Plan Years
          beginning before January 1, 1997, the definition of Leased Employee is
          as defined under Code Section 414(n), as in effect for such years.

          (2) CREDIT FOR BENEFITS. If a Leased Employee receives contributions
          or benefits under a plan maintained by the leasing organization that
          are attributable to services performed for the Employer, such
          contributions or benefits shall be treated as provided by the
          Employer.

          (3) SAFE HARBOR PLAN. A Leased Employee will not be considered an
          Employee of the Employer if such Leased Employee is covered by a money
          purchase plan of the leasing organization which provides: (i) a
          nonintegrated employer contribution of at least 10% of compensation,
          (ii) immediate participation, and (iii) full and immediate vesting.
          For this paragraph to apply, Leased Employees must not constitute more
          than 20% of the total Nonhighly Compensated Employees of the Employer.

1.3  EMPLOYEES OF RELATED EMPLOYERS. Employees of the Employer that executes the
     Signature Page of the Agreement and Employees of any Related Employer that
     executes a Co-Sponsor Adoption Page under the Agreement are eligible to
     participate in this Plan.

     (A) NONSTANDARDIZED AGREEMENT In a Nonstandardized Agreement, a Related
     Employer is not required to execute a Co-Sponsor Adoption Page. However,
     Employees of a Related Employer that does not execute a Co-Sponsor Adoption
     Page are not eligible to participate in the Plan.

     (B) STANDARDIZED AGREEMENT. In a Standardized Agreement, Employees of all
     Related Employers are eligible to participate under the Plan upon
     satisfying any required minimum age and/or service conditions (unless
     otherwise excluded under Part 1, #4 of the Agreement). All Related
     Employers (who have Employees who may be eligible under the Plan) must
     execute a Co-Sponsor Adoption Page under the Agreement, so the Employees of
     such Related Employers are eligible to become Participants in the Plan.
     (See Article 21 for applicable rules if a Related Employer does not sign
     the Co-Sponsor Adoption Page and the effect of an acquisition or
     disposition transaction that is described in Code Section 410(b)(6)(C).)

1.4  MINIMUM AGE AND SERVICE CONDITIONS. Part 1, #5 of the Agreement contains
     specific elections as to the minimum age and service conditions which an
     Employee must satisfy prior to becoming eligible to participate under the
     Plan. An Employee may be required to attain a specific age or to complete a
     certain amount of service with the Employer prior to commencing
     participation under the Plan. If no minimum age or service conditions apply
     to a particular contribution (i.e., the Employer elects "None" under Part
     1, #5.a. of the Agreement), an Employee is treated as satisfying the Plan's
     eligibility requirements on the individual's Employment Commencement Date.

     Different age and service conditions may be selected under Part 1, #5 of
     the 401(k) Agreement for Section 401(k) Deferrals, Employer Matching
     Contributions, and Employer Nonelective Contributions. For purposes of
     applying the eligibility conditions under Part 1, #5, any selection made
     with respect to Section 401(k) Deferrals also will apply to any Employee
     After-Tax Contributions; any selections made with respect to Employer
     Matching Contributions also will apply to any Qualified Matching
     Contributions (QMACs); and any selections made with respect to Employer
     Nonelective Contributions also will apply to any Qualified Nonelective
     Contributions (QNECs), unless otherwise provided under Part 1, #5.f. of the
     Nonstandardized 401(k) Agreement. In addition, any eligibility conditions
     selected with respect to Section 401(k) Deferrals also will apply to any
     Safe Harbor Contributions designated under Part 4E of the 401(k) Agreement,
     unless otherwise provided under Part 4E, #30.d. of the 401(k) Agreement. If
     different conditions apply for different contributions, the rules in this
     Article for determining when an Employee is an Eligible Participant are
     applied separately with respect to each set of eligibility conditions.

     (A) MAXIMUM PERMISSIBLE AGE AND SERVICE CONDITIONS. Code Section 410(a)
     provides limits on the maximum permissible age and service conditions that
     may be required prior to Plan participation. The Employer may not require
     an Employee, as a condition of Plan participation, to attain an age older
     than age 21. The Employer also may not require an Employee to complete more
     than one Year of Service, unless the Employer elects full and immediate
     vesting under Part 6 of the Agreement, in which case the Employer may
     require an Employee to complete up to two Years of Service. (The Employer
     may not require an Employee to complete more than one Year of Service to be
     eligible to make Section 401(k) Deferrals under the 401(k) Agreement.)

     (B) YEAR OF SERVICE. Unless the Employer elects otherwise under Part 7, #23
     of the Agreement [Part 7, #41 of the 401(k) Agreement], an Employee will
     earn one Year of Service for purposes of applying the eligibility rules
     under this Article if the Employee completes at least 1,000 Hours of
     Service with the Employer during an Eligibility Computation Period (as
     defined in subsection (c) below). An Employee will receive credit for a
     Year of Service, as of the end of the Eligibility Computation Period, if
     the Employee completes the required Hours of Service during such period,
     even if the Employee is not employed for the entire period. In calculating
     an Employee's Hours of Service for purposes of applying the eligibility
     rules under this Article, the Employer will use the Actual Hours Crediting
     Method, unless elected otherwise under Part 7 of the Agreement. (See
     Article 6 of this BPD for a description of alternative service crediting
     methods.)

     (C) ELIGIBILITY COMPUTATION PERIODS. For purposes of determining Years of
     Service under this Article, an Employee's initial Eligibility Computation
     Period is the 12-month period beginning on the Employee's Employment
     Commencement Date. If one Year of Service is required for eligibility, and
     the Employee is not credited with a Year of Service for the first
     Eligibility Computation Period, subsequent Eligibility Computation Periods
     are calculated under the Shift-to-Plan-Year Method, unless the Employer
     elects under Part 7, #24.a. of the Agreement [Part 7, #42.a. of the 401(k)
     Agreement] to use the Anniversary Year Method. If two Years of Service are
     required for eligibility, subsequent Eligibility Computation Periods are
     measured on the Anniversary Year Method, unless the Employer elects under
     Part 7, #24.b. of the Agreement [Part 7, #42.b. of the 401(k) Agreement] to
     use the Shift-to-Plan-Year Method. In the case of a 401(k)


                                                                               9

<PAGE>

     Agreement in which a two Years of Service eligibility condition is used for
     either Employer Matching Contributions or Employer Nonelective
     Contributions, the method used to determine Eligibility Computation Periods
     for the two Years of Service condition also will apply to any one Year of
     Service eligibility condition used with respect to any other contributions
     under the Plan.

          (1) SHIFT-TO-PLAN-YEAR METHOD. Under the Shift-to-Plan-Year Method,
          after the initial Eligibility Computation Period, subsequent
          Eligibility Computation Periods are measured using the Plan Year. In
          applying the Shift-to-Plan-Year Method, the first Eligibility
          Computation Period following the shift to the Plan Year is the first
          Plan Year that commences after the Employee's Employment Commencement
          Date. See Section 11.7 for rules that apply if there is a short Plan
          Year.

          (2) ANNIVERSARY YEAR METHOD. Under the Anniversary Year Method, after
          the initial Eligibility Computation Period, each subsequent
          Eligibility Computation Period is the 12-month period commencing with
          the anniversary of the Employee's Employment Commencement Date.

     (D) APPLICATION OF ELIGIBILITY RULES.

          (1) GENERAL RULE -- EFFECTIVE DATE. All Employees who have satisfied
          the conditions for being an Eligible Participant (and have reached
          their Entry Date (as determined under Part 2 of the Agreement)) as of
          the Effective Date of the Plan are eligible to participate in the Plan
          as of the Effective Date (provided the Employee is employed on such
          date and is not otherwise excluded from participation under Part 1, #4
          of the Agreement). If an Employee has satisfied all the conditions for
          being an Eligible Participant as of the Effective Date of the Plan,
          except the Employee has not yet reached his/her Entry Date, the
          Employee will become an Eligible Participant on the appropriate Entry
          Date in accordance with this Article.

          (2) DUAL ELIGIBILITY PROVISION. The Employer may modify the rule
          described in subsection (1) above by electing under Part 1, #6.a. of
          the Nonstandardized Agreement [Part 1, #6 of the Standardized
          Agreement] to treat all Employees employed on the Effective Date of
          the Plan as Eligible Participants as of such date. Alternatively, the
          Employer may elect under Part 1, #6.b. of the Nonstandardized
          Agreement to apply the dual eligibility provision as of a specified
          date. Any Employee employed as of a date designated under Part 1, #6
          will be deemed to be an Eligible Participant as of the later of such
          date or the Effective Date of this Plan, whether or not the Employee
          has otherwise satisfied the eligibility conditions designated under
          Part 1, #5 and whether or not the Employee has otherwise reached
          his/her Entry Date (as designated under Part 2 of the Agreement).
          Thus, all eligible Employees employed on the date designated under
          Part 1, #6 will commence participating under the Plan as of the
          appropriate date.

     (E) AMENDMENT OF AGE AND SERVICE CONDITIONS. If the Plan's minimum age and
     service conditions are amended, an Employee who is an Eligible Participant
     immediately prior to the effective date of the amendment is deemed to
     satisfy the amended requirements. This provision may be modified under the
     special Effective Date provisions under Appendix A of the Agreement.

1.5  ENTRY DATES. Part 2 of the Agreement contains specific elections regarding
     the Entry Dates under the Plan. An Employee's Entry Date is the date as of
     which he/she is first considered an Eligible Participant. Depending on the
     elections in Part 2 of the Agreement, the Entry Date may be the exact date
     on which an Employee completes the Plan's age and service conditions, or it
     might be some date that occurs before or after such conditions are
     satisfied. If an Employee is excluded from participation under Part 1, #4
     of the Agreement, see the rules under Section 1.8 of this Article.

     The Employer may elect under Part 2 of the 401(k) Agreement to apply
     different Entry Dates for Section 401(k) Deferrals, Employer Matching
     Contributions and Employer Nonelective Contributions. Unless provided
     otherwise in Part 2, #8.f. of the Nonstandardized 401(k) Agreement, the
     Entry Date chosen for Section 401(k) Deferrals also applies to any Employee
     After-Tax Contributions and to any Safe Harbor Contributions designated
     under Part 4E of the Agreement; the Entry Date chosen for Employer Matching
     Contributions also applies to any Qualified Matching Contributions (QMACs);
     and the Entry Date chosen for Employer Nonelective Contributions also
     applies to any Qualified Nonelective Contributions (QNECs).

     (A) ENTRY DATE REQUIREMENTS. Except as provided under Section 1.4(d)(2)
     above, an Employee (other than an Excluded Employee) commences
     participation under the Plan (i.e., becomes an Eligible Participant) as of
     the Entry Date selected in Part 2 of the Agreement, provided the individual
     is employed by the Employer on that Entry Date. (See Section 1.7 below for
     the rules applicable to Employees who are not employed on the Entry Date.)
     In no event may an Eligible Participant's Entry Date be later than: (1) the
     first day of the Plan Year beginning after the date on which the Eligible
     Participant satisfies the maximum permissible minimum age and service
     conditions described in Section 1.4, or (2) six months after the date the
     Eligible Participant satisfies such age and service conditions.

     (B) SINGLE ANNUAL ENTRY DATE. If the Employer elects a single annual Entry
     Date under Part 2, #8 of the Agreement, the maximum permissible age and
     service conditions described in Section 1.4 above are reduced by onehalf
     ((1)U2) year, unless: (1) the Employer elects under Part 2, #7.c. of the
     Agreement to use the Entry Date nearest the date the Employee satisfies the
     Plan's minimum age and service conditions and the Entry Date is the first
     day of the Plan Year or (2) the Employer elects under Part 2, #7.d. of the
     Agreement to use the Entry Date preceding the date the Employee satisfies
     the Plan's minimum age and service conditions.

1.6  ELIGIBILITY BREAK IN SERVICE RULES. For purposes of eligibility to
     participate, an Employee is credited with all Years of Service earned with
     the Employer, except as provided under the following Break in Service
     rules. In applying these Break in Service rules, Years of Service and
     Breaks in Service (as defined in Section 22.26) are measured on the same
     Eligibility Computation Period as defined in Section 1.4(c) above.

     (A) RULE OF PARITY BREAK IN SERVICE. This Break in Service rule applies
     only to Participants who are totally nonvested (i.e., 0% vested) in their
     Employer Contribution Account and Employer Matching Contribution Account,
     as applicable. Under this Break in Service rule, if a nonvested Participant
     incurs a period of consecutive one-year Breaks in Service which equals or
     exceeds the greater of five (5) or the Participant's aggregate number of
     Years of Service with the Employer, all service earned prior to the
     consecutive Break in Service period will be disregarded and the Participant
     will be treated as a new Employee for purposes of determining eligibility
     under the Plan. The Employer may elect under Part 7, #27 of the Agreement
     [Part 7, #45 of the 401(k) Agreement] not to apply the Rule of Parity Break
     in Service rule.

          (1) PREVIOUS APPLICATION OF THE RULE OF PARITY BREAK IN SERVICE RULE.
          In determining a Participant's aggregate Years of Service for purposes
          of applying the Rule of Parity Break in Service, any Years of Service
          otherwise disregarded under a previous application of this rule are
          disregarded.

          (2) APPLICATION TO THE 401(K) AGREEMENT. The Rule of Parity Break in
          Service rule applies only to determine the individual's right to
          resume as an Eligible Participant with respect to his/her Employer
          Contribution Account and/or Employer Matching Contribution Account. In
          determining whether a Participant is totally nonvested for purposes of
          applying the Rule of Parity Break in Service rule, the Participant's
          Section 401(k) Deferral Account, Employee After-Tax Contribution
          Account, QMAC Account, QNEC Account, Safe Harbor Nonelective
          Contribution Account, Safe Harbor Matching Contribution Account and
          Rollover Contribution Account are disregarded.

     (B) ONE-YEAR BREAK IN SERVICE RULE FOR PLANS USING A TWO YEARS OF SERVICE
     ELIGIBILITY CONDITION. If the Employer elects to use the two Years of
     Service eligibility condition under Part 1, #5.e. of the Agreement, any
     Employee who incurs a one-year Break in Service before satisfying the two
     Years of Service eligibility condition will not be credited with service
     earned before such one-year Break in Service.

     (C) ONE-YEAR HOLDOUT BREAK IN SERVICE RULE. The one-year holdout Break in
     Service rule will not apply unless the Employer specifically elects in Part
     7, #27.b. of the Nonstandardized Agreement [Part 7, #45.b. of the
     Nonstandardized 401(k) Agreement] to have it apply. If the one-year holdout
     Break in Service rule is elected, an Employee who has a one-year Break in
     Service will not be credited for eligibility purposes with any Years of
     Service earned before such one-year Break in Service until the Employee has
     completed a Year of Service after the one-year Break in Service. (The
     one-year holdout Break in Service rule does not apply under the
     Standardized Agreements.)

          (1) OPERATING RULES. An Employee who is precluded from receiving
          Employer Contributions (other than Section 401(k) Deferrals) as a
          result of the one-year holdout Break in Service rule, and who
          completes a Year of Service following the Break in Service, is
          reinstated as an Eligible Participant as of the first day of the
          12-month measuring period (determined under subsection (2) or (3)
          below) during which the Employee completes the Year of Service. Unless
          otherwise selected under Part 7, #45.b.(1)(b) of the Nonstandardized
          401(k) Agreement, the one-year holdout Break in Service rule does not
          apply to preclude an otherwise Eligible Participant from making
          Section 401(k) Deferrals to the Plan. If the Employer elects under
          Part 7, #45.b.(1)(b) of the Nonstandardized 401(k) Agreement to have
          the one-year holdout Break in Service rule apply to Section 401(k)
          Deferrals, an Employee who is precluded from making Section 401(k)
          Deferrals as a result of this Break in Service rule is re-eligible to
          make Section 401(k) Deferrals immediately upon completing 1,000 Hours
          of Service with the Employer during a subsequent measuring period (as
          determined under subsection (2) or (3) below). No corrective action
          need be taken by the Employer as a result of the failure to
          retroactively permit the Employee to make Section 401(k) Deferrals.

          (2) PLANS USING THE SHIFT-TO-PLAN-YEAR METHOD. If the Plan uses the
          Shift-to-Plan-Year Method (as defined in Section 1.4(c)(1)) for
          measuring Years of Service, the period for determining whether an


10

<PAGE>

          Employee completes a Year of Service following the one-year Break in
          Service is the 12-month period commencing on the Employee's
          Reemployment Commencement Date and, if necessary, subsequent Plan
          Years beginning with the Plan Year which includes the first
          anniversary of the Employee's Reemployment Commencement Date.

          (3) PLANS USING ANNIVERSARY YEAR METHOD. If the Plan uses the
          Anniversary Year Method (as defined in Section 1.4(c)(2)) for
          measuring Years of Service, the period for determining whether an
          Employee completes a Year of Service following the one-year Break in
          Service is the 12-month period which commences on the Employee's
          Reemployment Commencement Date and, if necessary, subsequent 12-month
          periods beginning on anniversaries of the Employee's Reemployment
          Commencement Date.

1.7  ELIGIBILITY UPON REEMPLOYMENT. Subject to the Break in Service rules under
     Section 1.6, a former Employee is reinstated as an Eligible Participant
     immediately upon rehire if the Employee had satisfied the Plan's minimum
     age and service conditions prior to termination of employment, regardless
     of whether the Employee was actually employed on his/her Entry Date, unless
     the Employee is an Excluded Employee upon his/her return to employment.
     This requirement is deemed satisfied if a rehired Employee is permitted to
     commence making Section 401(k) Deferrals as of the beginning of the first
     payroll period commencing after the Employee's Reemployment Commencement
     Date.

     If an Employee is reemployed prior to his/her Entry Date, the Employee does
     not become an Eligible Participant under the Plan until such Entry Date. A
     rehired Employee who had not satisfied the Plan's minimum age and service
     conditions prior to termination of employment is eligible to participate in
     the Plan on the appropriate Entry Date following satisfaction of the
     eligibility requirements under this Article.

1.8  OPERATING RULES FOR EMPLOYEES EXCLUDED BY CLASS.

     (A) ELIGIBLE PARTICIPANT BECOMES PART OF AN EXCLUDED CLASS OF EMPLOYEES. If
     an Eligible Participant becomes part of an excluded class of Employees,
     his/her status as an Eligible Participant ceases immediately. As provided
     in subsection (b) below, such Employee's status as an Eligible Participant
     will resume immediately upon his/her returning to an eligible class of
     Employees, regardless of whether such date is a normal Entry Date under the
     Plan, subject to the application of any Break in Service rules under
     Section 1.6 and the special rule for Section 401(k) Deferrals under
     subsection (b) below.

     (B) EXCLUDED EMPLOYEE BECOMES PART OF AN ELIGIBLE CLASS OF EMPLOYEES. If an
     Excluded Employee becomes part of an eligible class of Employees, the
     following rules apply. If the Entry Date that otherwise would have applied
     to such Employee following his/her completion of the Plan's minimum age and
     service conditions has already passed, then the Employee becomes an
     Eligible Participant on the date he/she becomes part of the eligible class
     of Employees, regardless of whether such date is a normal Entry Date under
     the Plan. This requirement is deemed satisfied if the Employee is permitted
     to commence making Section 401(k) Deferrals as of the beginning of the
     first payroll period commencing after the Employee becomes part of an
     eligible class of Employees. If the Entry Date that would have applied to
     such Employee has not passed, then the Employee becomes an Eligible
     Participant on such Entry Date. If the Employee has not satisfied the
     Plan's minimum age and service conditions, the Employee will become an
     Eligible Participant on the appropriate Entry Date following satisfaction
     of the eligibility requirements under this Article.

1.9  RELATIONSHIP TO ACCRUAL OF BENEFITS. An Eligible Participant is entitled to
     accrue benefits in the Plan but will not necessarily do so in every Plan
     Year that he/she is an Eligible Participant. Whether an Eligible
     Participant's Account receives an allocation of Employer Contributions
     depends on the requirements set forth in Part 4 of the Agreement. If an
     Employee is an Eligible Participant for purposes of making Section 401(k)
     Deferrals under the 401(k) Agreement, such Employee is treated as an
     Eligible Participant under the Plan regardless of whether he/she actually
     elects to make Section 401(k) Deferrals.

1.10 WAIVER OF PARTICIPATION. Unless the Employer elects otherwise under Part
     13, #57 of the Nonstandardized Agreement [Part 13, #75 of the
     Nonstandardized 401(k) Agreement], an Eligible Participant may not waive
     participation under the Plan. For this purpose, a failure to make Section
     401(k) Deferrals or Employee After-Tax Contributions under a 401(k) plan is
     not a waiver of participation. The Employer may elect under Part 13, #57 of
     the Nonstandardized Agreement [Part 13, #75 of the Nonstandardized 401(k)
     Agreement] to permit Employees to make a one-time irrevocable election to
     not participate under the Plan. Such election must be made upon inception
     of the Plan or at any time prior to the time the Employee first becomes
     eligible to participate under any plan maintained by the Employer. An
     Employee who makes a one-time irrevocable election not to participate may
     not subsequently elect to participate under the Plan. An Employee may not
     waive participation under a Standardized Agreement.

     An Employee who elects not to participate under this Section 1.10 is
     treated as a nonbenefiting Employee for purposes of the minimum coverage
     requirements under Code Section 410(b). However, an Employee who makes a
     one-time irrevocable election not to participate, as described in the
     preceding paragraph, is not an Eligible Participant for purposes of
     applying the ADP Test or ACP Test under the 401(k) Agreement. See Section
     17.7(e) and (f). A waiver of participation must be filed in the manner,
     time and on the form required by the Plan Administrator.

ARTICLE 2 EMPLOYER CONTRIBUTIONS AND ALLOCATIONS

This Article describes how Employer Contributions are made to and allocated
under the Plan. The type of Employer Contributions that may be made under the
Plan and the method for allocating such contributions will depend on the type of
Plan involved. Section 2.2 of this BPD provides specific rules regarding
contributions and allocations under a profit sharing plan; Section 2.3 provides
the rules for a 401(k) plan; Section 2.4 provides the rules for a money purchase
plan; and Section 2.5 provides the rules for a target benefit plan. Part 4 of
the Agreement contains the elective provisions for the Employer to specify the
amount and type of Employer Contributions it will make under the Plan and to
designate any limits on the amount it will contribute to the Plan each year.
Employee After-Tax Contributions, Rollover Contributions and transfers to the
Plan are discussed in Article 3 and the allocation of forfeitures is discussed
in Article 5. Part 3 of the Agreement contains elective provisions for
determining an Employee's Included Compensation for allocation purposes.

2.1  AMOUNT OF EMPLOYER CONTRIBUTIONS. The Employer shall make Employer
     Contributions to the Trust as determined under the contribution formula
     elected in Part 4 of the Agreement. If this Plan is a 401(k) plan, Employer
     Contributions include Section 401(k) Deferrals, Employer Nonelective
     Contributions, Employer Matching Contributions, QNECs, QMACs and Safe
     Harbor Contributions, to the extent such contributions are elected under
     the 401(k) Agreement. The Employer has the responsibility for determining
     the amount and timing of Employer Contributions under the terms of the
     Plan.

     (A) LIMITATION ON EMPLOYER CONTRIBUTIONS. Employer Contributions are
     subject to the Annual Additions Limitation described in Article 7 of this
     BPD. If allocations to a Participant exceed (or will exceed) such
     limitation, the excess will be corrected in accordance with the rules under
     Article 7. In addition, the Employer must comply with the special
     contribution and allocation rules for Top-Heavy Plans under Article 16.

     (B) LIMITATION ON INCLUDED COMPENSATION. For purposes of determining a
     Participant's allocation of Employer Contributions under this Article, the
     Included Compensation taken into account for any Participant for a Plan
     Year may not exceed the Compensation Dollar Limitation under Section 22.32.

     (C) CONTRIBUTION OF PROPERTY. Subject to the consent of the Trustee, the
     Employer may make its contribution to the Plan in the form of property,
     provided such contribution does not constitute a prohibited transaction
     under the Code or ERISA. The decision to make a contribution of property is
     subject to the general fiduciary rules under ERISA.

     (D) FROZEN PLAN. The Employer may designate under Part 4, #12 of the
     Agreement [#3 of the 401(k) Agreement] that the Plan is a frozen Plan. As a
     frozen Plan, the Employer will not make any Employer Contributions with
     respect to Included Compensation earned after the date identified in the
     Agreement, and if the Plan is a 401(k) Plan, no Participant will be
     permitted to make Section 401(k) Deferrals or Employee After-Tax
     Contributions to the Plan for any period following the effective date
     identified in the Agreement.

2.2  PROFIT SHARING PLAN CONTRIBUTION AND ALLOCATIONS. This Section 2.2 sets
     forth rules for determining the amount of any Employer Contributions under
     the profit sharing plan Agreement. This Section 2.2 also applies for
     purposes of determining any Employer Nonelective Contributions under the
     401(k) plan Agreement. In applying this Section 2.2 to the 401(k)
     Agreement, the term Employer Contribution refers solely to Employer
     Nonelective Contributions. Any reference to the Agreement under this
     Section 2.2 is a reference to the profit sharing plan Agreement or 401(k)
     plan Agreement (as applicable).

     (A) AMOUNT OF EMPLOYER CONTRIBUTION. The Employer must designate under Part
     4, #12 of the profit sharing plan Agreement the amount it will contribute
     as an Employer Contribution under the Plan. If the Employer adopts the
     401(k) plan Agreement and elects to make Employer Nonelective Contributions
     under Part 4C of the Agreement, the Employer must complete Part 4C, #20 of
     the Agreement, unless the only Employer Nonelective Contribution authorized
     under the Plan is a QNEC under Part 4C, #22. An Employer Contribution
     authorized under this Section may be totally within the Employer's
     discretion or may be a fixed amount determined as a uniform percentage of
     each Eligible Participant's Included Compensation or as a fixed dollar
     amount for each Eligible Participant. An Employer Contribution under this
     Section will be allocated to the Eligible Participants' Employer
     Contribution Account in accordance with the allocation formula selected
     under Part 4, #13 of the Agreement [Part 4C, #21 of the 401(k) Agreement].

          (1) DAVIS-BACON CONTRIBUTION FORMULA. The Employer may elect a
          Davis-Bacon Contribution Formula under Part 4, #12.d. of the
          Nonstandardized Agreement [Part 4C, #20.d. of the Nonstandardized
          401(k) Agreement]. Under the Davis-Bacon Contribution Formula, the


                                                                              11

<PAGE>

          Employer will provide an Employer Contribution for each Eligible
          Participant who performs Davis-Bacon Act Service. For this purpose,
          Davis-Bacon Act Service is any service performed by an Employee under
          a public contract subject to the Davis-Bacon Act or to any other
          federal, state or municipal prevailing wage law. Each such Eligible
          Participant will receive a contribution based on the hourly
          contribution rate for the Participant's employment classification, as
          designated on Schedule A of the Agreement. Schedule A is incorporated
          as part of the Agreement.

          In applying the Davis-Bacon Contribution Formula under this subsection
          (1), the following default rules will apply. The Employer may modify
          these default rules under Part 4, #12.d.(2) of the Nonstandardized
          Agreement [Part 4C, #20.d.(2) of the Nonstandardized 401(k)
          Agreement].

               (I) ELIGIBLE EMPLOYEES. Highly Compensated Employees are Excluded
               Employees for purposes of receiving an Employer Contribution
               under the Davis-Bacon Contribution Formula.

               (II) MINIMUM AGE AND SERVICE CONDITIONS. No minimum age or
               service conditions will apply for purposes of determining an
               Employee's eligibility under the Davis-Bacon Contribution
               Formula.

               (III) ENTRY DATE. For purposes of applying the Davis-Bacon
               Contribution Formula, an Employee becomes an Eligible Participant
               on his/her Employment Commencement Date.

               (IV) ALLOCATION CONDITIONS. No allocation conditions (as
               described in Section 2.6) will apply for purposes of determining
               an Eligible Participant's allocation under the Davis-Bacon
               Contribution Formula.

               (V) VESTING. Employer Contributions made pursuant to the
               Davis-Bacon Contribution Formula are always 100% vested.

               (VI) OFFSET OF OTHER EMPLOYER CONTRIBUTIONS. The contributions
               under the Davis-Bacon Contribution Formula will not offset any
               other Employer Contributions under the Plan. However, the
               Employer may elect under Part 4, #12.d.(1) of the Nonstandardized
               Agreement [Part 4C, #20.d.(1) of the Nonstandardized 401(k)
               Agreement] to offset any other Employer Contributions made under
               the Plan by the contributions a Participant receives under the
               Davis-Bacon Contribution Formula. Under the Nonstandardized
               401(k) plan Agreement, the Employer may elect under Part 4C,
               #20.d.(1) to apply the offset under this subsection to Employer
               Nonelective Contributions, Employer Matching Contributions or
               both.

          (2) NET PROFITS. The Employer may elect under Part 4, #12 of the
          Agreement [Part 4B, #16 and Part 4C, #20 of the 401(k) Agreement], to
          limit any Employer Contribution under the Plan to Net Profits. Unless
          modified in the Agreement, Net Profits means the Employer's net income
          or profits determined in accordance with generally accepted accounting
          principles, without any reduction for taxes based upon income, or the
          contributions made by the Employer under this Plan or any other
          qualified plan. Unless specifically elected otherwise under Part 4,
          #12.e.(2) of the Nonstandardized Agreement [Part 4C, #20.e.(2) of the
          Nonstandardized 401(k) Agreement], this limit will not apply to any
          Employer Contributions made under a Davis-Bacon Contribution Formula.

          (3) MULTIPLE FORMULAS. If the Employer elects more than one Employer
          Contribution formula, each formula is applied separately. The
          Employer's aggregate Employer Contribution for a Plan Year will be the
          sum of the Employer Contributions under all such formulas.

     (B) ALLOCATION FORMULA FOR EMPLOYER CONTRIBUTIONS. The Employer must elect
     a definite allocation formula under Part 4, #13 of the profit sharing plan
     Agreement that determines how much of the Employer Contribution is
     allocated to each Eligible Participant. If the Employer adopts the 401(k)
     plan Agreement and elects to make an Employer Nonelective Contribution
     (other than a QNEC) under Part 4C, #20 of the Agreement, Part 4C, #21 also
     must be completed designating the allocation formula under the Plan. An
     Eligible Participant is only entitled to an allocation if such Participant
     satisfies the allocation conditions described in Part 4, #15 of the
     Agreement [Part 4C, #24 of the 401(k) Agreement]. See Section 2.6.

          (1) PRO RATA ALLOCATION METHOD. If the Employer elects the Pro Rata
          Allocation Method, a pro rata share of the Employer Contribution is
          allocated to each Eligible Participant's Employer Contribution
          Account. A Participant's pro rata share is determined based on the
          ratio such Participant's Included Compensation bears to the total of
          all Eligible Participants' Included Compensation. However, if the
          Employer elects under Part 4, #12.c. of the Agreement [Part 4C, #20.c.
          of the 401(k) Agreement] to contribute a uniform dollar amount for
          each Eligible Participant, the pro rata allocation method allocates
          that uniform dollar amount to each Eligible Participant. If the
          Employer elects a DavisBacon Contribution Formula under Part 4, #12.d.
          of the Nonstandardized Agreement [Part 4C, #20.d. of the
          Nonstandardized 401(k) Agreement], the Employer Contributions made
          pursuant to such formula will be allocated to each Eligible
          Participant based on his/her Davis-Bacon Act Service in accordance
          with the employment classifications identified under Schedule A of the
          Agreement.

          (2) PERMITTED DISPARITY METHOD. If the Employer elects the Permitted
          Disparity Method, the Employer Contribution is allocated to Eligible
          Participants under the Two-Step Formula or the Four-Step Formula (as
          elected under the Agreement). The Permitted Disparity Method only may
          apply if the Employer elects under the Agreement to make a
          discretionary contribution. The Employer may not elect the Permitted
          Disparity Method under the Plan if another qualified plan of the
          Employer, which covers any of the same Employees, uses permitted
          disparity in determining the allocation of contributions or the
          accrual of benefits under the plan.

          For purposes of applying the Permitted Disparity Method, Excess
          Compensation is the portion of an Eligible Participant's Included
          Compensation that exceeds the Integration Level. The Integration Level
          is the Taxable Wage Base, unless the Employer designates a different
          amount under Part 4, #14.b.(2) of the Agreement [Part 4C, #23.b.(2) of
          the 401(k) Agreement].

               (I) TWO-STEP FORMULA. If the Employer elects the Two-Step
               Formula, the following allocation method applies. However, the
               Employer may elect under Part 4, #14.b.(1) of the Agreement [Part
               4C, #23.b.(1) of the 401(k) Agreement] to have the FourStep
               Method, as described in subsection (ii) below, automatically
               apply for any Plan Year in which the Plan is a Top-Heavy Plan.

                    (A) STEP ONE. The Employer Contribution is allocated to each
                    Eligible Participant's Account in the ratio that each
                    Eligible Participant's Included Compensation plus Excess
                    Compensation for the Plan Year bears to the total Included
                    Compensation plus Excess Compensation of all Eligible
                    Participants for the Plan Year. The allocation under this
                    Step One, as a percentage of each Eligible Participant's
                    Included Compensation plus Excess Compensation, may not
                    exceed the Applicable Percentage under the following table:

<TABLE>
<CAPTION>
          INTEGRATION LEVEL           APPLICABLE
  (AS A % OF THE TAXABLE WAGE BASE)   PERCENTAGE
-----------------------------------   ----------
<S>                                   <C>
              100%                       5.7%
  More than 80% but less than 100%       5.4%
More than 20% and not more than 80%      4.3%
            20% or less                  5.7%
</TABLE>

                    (B) STEP TWO. Any Employer Contribution remaining after Step
                    One will be allocated in the ratio that each Eligible
                    Participant's Included Compensation for the Plan Year bears
                    to the total Included Compensation of all Eligible
                    Participants for the Plan Year.

               (II) FOUR-STEP FORMULA. If the Employer elects the Four-Step
               Formula, or if the Plan is a Top-Heavy Plan and the Employer
               elects under the Agreement to have the Four-Step Formula apply
               for any Plan Year that the Plan is a Top-Heavy Plan, the
               following allocation method applies. The allocation under this
               Four-Step Formula may be modified if the Employer maintains a
               Defined Benefit Plan and elects under Part 13, #54.b. of the
               Agreement [Part 13, #72.b. of the 401(k) Agreement] to provide a
               greater top-heavy minimum contribution. See Section
               16.2(a)(5)(ii).

                    (A) STEP ONE. The Employer Contribution is allocated to each
                    Eligible Participant's Account in the ratio that each
                    Eligible Participant's Total Compensation for the Plan Year
                    bears to all Eligible Participants' Total Compensation for
                    the Plan Year, but not in excess of 3% of each Eligible
                    Participant's Total Compensation.

                    For any Plan Year for which the Plan is a Top-Heavy Plan, an
                    allocation will be made under this subsection (A) to any
                    NonKey Employee who is an Eligible Participant (and is not
                    an Excluded Employee) if such individual is employed as of
                    the last day of the Plan Year, even if such individual fails
                    to satisfy any minimum Hours of Service allocation condition
                    under Part 4, #15 of the Agreement [Part 4C, #24 of the
                    401(k) Agreement]. If the Plan is a Top-Heavy 401(k) Plan,
                    an allocation also will be made under this subsection (A) to
                    any Employee who is an Eligible Participant for purposes of
                    making Section 401(k) Deferrals under the Plan, even if the
                    individual has not satisfied the minimum age and service
                    conditions under Part 1, #5 of the Agreement applicable to
                    any other contribution types.

                    (B) STEP TWO. Any Employer Contribution remaining after the
                    allocation in Step One will be allocated to each Eligible
                    Participant's Account in the ratio that each Eligible
                    Participant's Excess Compensation for the Plan Year bears to
                    the Excess Compensation of all Eligible Participants for the
                    Plan Year, but not in excess of 3% of each Eligible
                    Participant's Included Compensation.


12

<PAGE>

                    (C) STEP THREE. Any Employer Contribution remaining after
                    the allocation in Step Two will be allocated to each
                    Eligible Participant's Account in the ratio that the sum of
                    each Eligible Participant's Included Compensation and Excess
                    Compensation bears to the sum of all Eligible Participants'
                    Included Compensation and Excess Compensation. The
                    allocation under this Step Three, as a percentage of each
                    Eligible Participant's Included Compensation plus Excess
                    Compensation, may not exceed the Applicable Percentage under
                    the following table:

<TABLE>
<CAPTION>
         INTEGRATION LEVEL            APPLICABLE
 (AS A % OF THE TAXABLE WAGE BASE)    PERCENTAGE
-----------------------------------   ----------
<S>                                   <C>
                100%                     2.7%
 More than 80% but less than 100%        2.4%
More than 20% and not more than 80%      1.3%
            20% or less                  2.7%
</TABLE>

                    (D) STEP FOUR. Any remaining Employer Contribution will be
                    allocated to each Eligible Participant's Account in the
                    ratio that each Eligible Participant's Included Compensation
                    for the Plan Year bears to all Eligible Participants'
                    Included Compensation for that Plan Year.

          (3) UNIFORM POINTS ALLOCATION. The Employer may elect under Part 4,
          #13.c. of the Nonstandardized Agreement [Part 4C, #21.c. of the
          Nonstandardized 401(k) Agreement] to allocate the Employer
          Contribution under a uniform points allocation formula. Under this
          formula, the allocation for each Eligible Participant is determined
          based on the Eligible Participant's total points for the Plan Year, as
          determined under the Nonstandardized Agreement. An Eligible
          Participant's allocation of the Employer Contribution is determined by
          multiplying the Employer Contribution by a fraction, the numerator of
          which is the Eligible Participant's total points for the Plan Year and
          the denominator of which is the sum of the points for all Eligible
          Participants for the Plan Year.

          An Eligible Participant will receive points for each year(s) of age
          and/or each Year(s) of Service designated under Part 4, #13.c. of the
          Nonstandardized Agreement [Part 4C, #21.c. of the Nonstandardized
          401(k) Agreement]. In addition, an Eligible Participant also may
          receive points based on his/her Included Compensation, if the Employer
          so elects under the Nonstandardized Agreement. Each Eligible
          Participant will receive the same number of points for each designated
          year of age and/or service and the same number of points for each
          designated level of Included Compensation. An Eligible Participant
          must receive points for either age or service, or may receive points
          for both age and service. If the Employer also provides points based
          on Included Compensation, an Eligible Participant will receive points
          for each level of Included Compensation designated under Part 4,
          #13.c.(3) of the Nonstandardized Agreement [Part 4C, #21.c.(3) of the
          Nonstandardized 401(k) Agreement]. For this purpose, the Employer may
          not designate a level of Included Compensation that exceeds $200.

          To satisfy the nondiscrimination safe harbor under Treas. Reg.
          Section 1.401(a)(4)-2, the average of the allocation rates for Highly
          Compensated Employees in the Plan must not exceed the average of the
          allocation rates for the Nonhighly Compensated Employees in the Plan.
          For this purpose, the average allocation rates are determined in
          accordance with Treas. Reg. Section 1.401(a)(4)-2(b)(3)(B).

     (C) SPECIAL RULES FOR DETERMINING INCLUDED COMPENSATION.

          (1) APPLICABLE PERIOD FOR DETERMINING INCLUDED COMPENSATION. In
          determining an Eligible Participant's allocation under Part 4, #13 of
          the Agreement [Part 4C, #21 of the 401(k) Agreement], the
          Participant's Included Compensation is determined separately for each
          period designated under Part 4, #14.a.(1) of the Agreement [Part 4C,
          #23.a.(1) of the 401(k) Agreement]. If the Employer elects the
          Permitted Disparity Method under Part 4, #13.b. of the Agreement [Part
          4C, #21.b. of the 401(k) Agreement], the period designated must be the
          Plan Year. If the Employer elects the Pro Rata Allocation Method or
          the uniform points allocation formula, and elects a period other than
          the Plan Year, a Participant's allocation of Employer Contributions
          will be determined separately for each period based solely on Included
          Compensation for such period. The Employer need not actually make the
          Employer Contribution during the designated period, provided the total
          Employer Contribution for the Plan Year is allocated based on the
          proper Included Compensation.

          (2) PARTIAL PERIOD OF PARTICIPATION. If an Employee is an Eligible
          Participant for only part of a Plan Year, the Employer Contribution
          formula(s) will be applied based on such Employee's Included
          Compensation for the period he/she is an Eligible Participant.
          However, the Employer may elect under Part 4, #14.a.(2) of the
          Agreement [Part 4C, #23.a.(2) of the 401(k) Agreement] to base the
          Employer Contribution formula(s) on the Employee's Included
          Compensation for the entire Plan Year, including the portion of the
          Plan Year during which the Employee is not an Eligible Participant. In
          applying this subsection (2) to the 401(k) Agreement, an Employee's
          status as an Eligible Participant is determined solely with respect to
          the Employer Nonelective Contribution under Part 4C of the Agreement.

          (3) MEASUREMENT PERIOD. Except as provided in subsection (2) above,
          for purposes of determining an Eligible Participant's allocation of
          Employer Contributions, Included Compensation is measured on the Plan
          Year, unless the Employer elects under Part 4, #14.a.(3) of the
          Nonstandardized Agreement [Part 3, #11.b. of the Nonstandardized
          401(k) Agreement] to measure Included Compensation on the calendar
          year ending in the Plan Year or on the basis of any other 12-month
          period ending in the Plan Year. If the Employer elects to measure
          Included Compensation on the calendar year or other 12-month period
          ending in the Plan Year, the Included Compensation of any Employee
          whose Employment Commencement Date is less than 12 months before the
          end of such period must be measured on the Plan Year or such
          Employee's period of participation, as determined under subsection (2)
          above. If the Employer adopts the Nonstandardized 401(k) Agreement,
          any election under Part 3, #11.b. of the Agreement applies for
          purposes of all contributions permitted under the Agreement.

2.3  401(K) PLAN CONTRIBUTIONS AND ALLOCATIONS. This Section 2.3 applies if the
     Employer has adopted the 401(k) plan Agreement. The 401(k) Agreement is a
     profit sharing plan with a 401(k) feature. Any reference to the Agreement
     under this Section 2.3 is a reference to the 401(k) Agreement. The Employer
     must designate under Part 4 of the Agreement the amount and type of
     Employer Contributions it will make under the Plan. Employer Contributions
     under a 401(k) plan are generally subject to special limits and
     nondiscrimination rules. (See Article 17 for a discussion of the special
     rules that apply to the Employer Contributions under a 401(k) plan.) The
     Employer may make any (or all) of the following contributions under the
     401(k) Agreement.

     (A) SECTION 401(K) DEFERRALS. If so elected under Part 4A of the Agreement,
     an Eligible Participant may enter into a Salary Reduction Agreement with
     the Employer authorizing the Employer to withhold a specific dollar amount
     or a specific percentage from the Participant's Included Compensation and
     to deposit such amount into the Participant's Section 401(k) Deferral
     Account under the Plan. An Eligible Participant may elect to make salary
     deferrals with respect to Included Compensation that exceeds the
     Compensation Dollar Limitation, provided the deferrals otherwise satisfy
     the limitations under Code Section 402(g) and any other limitations under
     the Plan. A Salary Reduction Agreement may only relate to Included
     Compensation that is not currently available at the time the Salary
     Reduction Agreement is completed. An Employer may elect under Part 4A, #15
     of the Agreement to provide a special effective date solely for Section
     401(k) Deferrals under the Plan.

     An Employee's Section 401(k) Deferrals are treated as Employer
     Contributions for all purposes under this Plan, except as otherwise
     provided under the Code or Treasury regulations. If the Employer adopts the
     Nonstandardized 401(k) Agreement and does not elect to allow Section 401(k)
     Deferrals under Part 4A of the Agreement, the only contributions an
     Eligible Participant may make to the Plan are Employee After-Tax
     Contributions as authorized under Article 3 of this BPD and Part 4D of the
     Nonstandardized Agreement. In either case, an Eligible Participant may also
     receive Employer Nonelective Contributions and/or Employer Matching
     Contributions under the Plan, to the extent authorized under the Agreement.
     (The Employee may not make Employee After-Tax Contributions under the
     Standardized 401(k) Agreement.)

          (1) CHANGE IN DEFERRAL ELECTION. At least once a year, an Eligible
          Participant may enter into a new Salary Reduction Agreement, or may
          change his/her elections under an existing Salary Reduction Agreement,
          at the time and in the manner prescribed by the Plan Administrator on
          the Salary Reduction Agreement form (or other written procedures). The
          Salary Reduction Agreement may also provide elections as to the
          investment funds into which the Section 401(k) Deferrals will be
          contributed and the time and manner a Participant may change such
          elections.

          (2) AUTOMATIC DEFERRAL ELECTION. If elected under Part 4A, #14 of the
          Agreement, the Employer will automatically withhold the amount
          designated under Part 4A, #14 from Eligible Participants' Included
          Compensation for payroll periods starting with such Participants'
          Entry Date, unless the Eligible Participant completes a Salary
          Reduction Agreement electing a different deferral amount (including a
          zero deferral amount). The Employer must designate in Part 4A, #14 of
          the Agreement the date as of which an Employee's deferral election
          will be taken into account to override the automatic deferral election
          under this subparagraph (2). This automatic deferral election does not
          apply to any Eligible Participant who has elected to defer an amount
          equal to or greater than the automatic deferral amount designated in
          Part 4A, #14 of the Agreement. The Employer may elect under Part 4A,
          #14.b. of the Agreement to apply the automatic deferral election only
          to Employees who become Eligible Participants after a specified date.
          The Plan Administrator will deposit all amounts withheld pursuant to
          this automatic deferral election into the appropriate Participant's
          Section 401(k) Deferral Account.


                                                                              13

<PAGE>

          Prior to the time an automatic deferral election first goes into
          effect, an Eligible Participant must receive written notice concerning
          the effect of the automatic deferral election and his/her right to
          elect a different level of deferral under the Plan, including the
          right to elect not to defer. After receiving the notice, an Eligible
          Participant must have a reasonable time to enter into a new Salary
          Reduction Agreement before any automatic deferral election goes into
          effect.

     (B) EMPLOYER MATCHING CONTRIBUTIONS. If so elected under Part 4B of the
     Agreement, the Employer will make an Employer Matching Contribution, in
     accordance with the matching contribution formula(s) selected in Part 4B,
     #16, to Eligible Participants who satisfy the allocation conditions under
     Part 4B, #19 of the Agreement. See Section 2.6. Any Employer Matching
     Contribution determined under Part 4B, #16 will be allocated to the
     Eligible Participant's Employer Matching Contribution Account.

          (1) APPLICABLE CONTRIBUTIONS. The Employer must elect under the
          Nonstandardized Agreement whether the matching contribution formula(s)
          applies to Section 401(k) Deferrals, Employee After-Tax Contributions,
          or both. Under the Standardized Agreement, Employer Matching
          Contributions apply only to Section 401(k) Deferrals. The
          contributions eligible for an Employer Matching Contribution are
          referred to under this Section as "applicable contributions." If a
          matching formula applies to both Section 401(k) Deferrals and Employee
          AfterTax Contributions, such contributions are aggregated to determine
          the Employer Matching Contribution allocated under the formula.

          (2) MULTIPLE FORMULAS. If the Employer elects more than one matching
          contribution formula under Part 4B, #16 of the Agreement, each formula
          is applied separately. An Eligible Participant's aggregate Employer
          Matching Contributions for a Plan Year will be the sum of the Employer
          Matching Contributions the Participant is entitled to under all such
          formulas.

          (3) APPLICABLE CONTRIBUTIONS TAKEN INTO ACCOUNT UNDER THE MATCHING
          CONTRIBUTION FORMULA. The Employer must elect under Part 4B, #17.a. of
          the Agreement the period for which the applicable contributions are
          taken into account in applying the matching contribution formula(s)
          and in applying any limits on the amount of such contributions that
          may be taken into account under the formula(s). In applying the
          matching contribution formula(s), applicable contributions (and
          Included Compensation) are determined separately for each designated
          period and any limits on the amount of applicable contributions taken
          into account under the matching contribution formula(s) are applied
          separately for each designated period.

          (4) PARTIAL PERIOD OF PARTICIPATION. In applying the matching
          contribution formula(s) under the Plan to an Employee who is an
          Eligible Participant for only part of the Plan Year, the Employer may
          elect under Part 4B, #17.b. of the Agreement to take into account
          Included Compensation for the entire Plan Year or only for the portion
          of the Plan Year during which the Employee is an Eligible Participant.
          Alternatively, the Employer may elect under Part 4B, #17.b.(3) of the
          Agreement to take into account Included Compensation only for the
          period that the Employee actually makes applicable contributions under
          the Plan. In applying this subsection (4), an Employee's status as an
          Eligible Participant is determined solely with respect to the Employer
          Matching Contribution under Part 4B of the Agreement.

     (C) QUALIFIED MATCHING CONTRIBUTIONS (QMACS). If so elected under Part 4B,
     #18 of the Agreement, the Employer may treat all (or a portion) of its
     Employer Matching Contributions as QMACs. If an Employer Matching
     Contribution is designated as a QMAC, it must satisfy the requirements for
     a QMAC (as described in Section 17.7(g)) at the time the contribution is
     made to the Plan and must be allocated to the Participant's QMAC Account.
     To the extent an Employer Matching Contribution is treated as a QMAC under
     Part 4B, #18, such contribution will be 100% vested, regardless of any
     inconsistent elections under Part 6 of the Agreement relating to Employer
     Matching Contributions. (See Sections 17.2(d)(2) and 17.3(d)(2) for the
     ability to make QMACs to correct an ADP or ACP failure without regard to
     any election under Part 4B, #18 of the Agreement.)

     Under Part 4B, #18, the Employer may designate all Employer Matching
     Contributions as QMACs or may designate only those Employer Matching
     Contributions under specific matching contribution formula(s) to be QMACs.
     Alternatively, the Employer may authorize a discretionary QMAC, in addition
     to the Employer Matching Contributions designated under Part 4B, #16, to be
     allocated uniformly as a percentage of Section 401(k) Deferrals made during
     the Plan Year. The Employer may elect under the Agreement to allocate the
     discretionary QMAC only to Eligible Participants who are Nonhighly
     Compensated Employees or to all Eligible Participants. If the Employer
     elects both a discretionary Employer Matching Contribution formula and a
     discretionary QMAC formula, the Employer must designate, in writing, the
     extent to which any matching contribution is intended to be an Employer
     Matching Contribution or a QMAC.

     (D) EMPLOYER NONELECTIVE CONTRIBUTIONS. If so elected under Part 4C of the
     Agreement, the Employer may make Employer Nonelective Contributions on
     behalf of each Eligible Participant under the Plan who has satisfied the
     allocation conditions described in Part 4C, #24 of the Agreement. See
     Section 2.6. The Employer must designate under Part 4C, #20 of the
     Agreement the amount of any Employer Nonelective Contributions it wishes to
     make under the Plan. The amount of any Employer Nonelective Contributions
     authorized under the Plan and the method of allocating such contributions
     is described in Section 2.2 of this Article.

     (E) QUALIFIED NONELECTIVE CONTRIBUTIONS (QNECS). The Employer may elect
     under Part 4C, #22 of the Agreement to permit discretionary QNECs under the
     Plan. A QNEC must satisfy the requirements for a QNEC (as described in
     Section 17.7(h)) at the time the contribution is made to the Plan and must
     be allocated to the Participant's QNEC Account. If the Plan authorizes the
     Employer to make both a discretionary Employer Nonelective Contribution and
     a discretionary QNEC, the Employer must designate, in writing, the extent
     to which any contribution is intended to be an Employer Nonelective
     Contribution or a QNEC. To the extent an Employer Nonelective Contribution
     is treated as a QNEC under Part 4C, #22, such contribution will be 100%
     vested, regardless of any inconsistent elections under Part 6 of the
     Agreement relating to Employer Nonelective Contributions. (See Sections
     17.2(d)(2) and 17.3(d)(2) for the ability to make QNECs to correct an ADP
     or ACP failure without regard to any election under Part 4C, #22 of the
     Agreement.)

     If the Employer makes a QNEC for the Plan Year, it will be allocated to
     Participants' QNEC Account based on the allocation method selected by the
     Employer under Part 4C, #22 of the Agreement. An Eligible Participant will
     receive a QNEC allocation even if he/she has not satisfied any allocation
     conditions designated under Part 4C, #24 of the Agreement, unless the
     Employer elects otherwise under the Part 4C, #22.c. of the Agreement.

          (1) PRO RATA ALLOCATION METHOD. If the Employer elects the Pro Rata
          Allocation Method under Part 4C, #22.a. of the Agreement, any Employer
          Nonelective Contribution properly designated as a QNEC will be
          allocated as a uniform percentage of Included Compensation to all
          Eligible Participants who are Nonhighly Compensated Employees or to
          all Eligible Participants, as specified under Part 4C, #22.a.

          (2) BOTTOM-UP QNEC METHOD. If the Employer elects the Bottom-up QNEC
          method under Part 4C, #22.b. of the Agreement, any Employer
          Nonelective Contribution properly designated as a QNEC will be first
          allocated to the Eligible Participant with the lowest Included
          Compensation for the Plan Year for which the QNEC is being allocated.
          To receive an allocation of the QNEC under this subsection (2), the
          Eligible Participant must be a Nonhighly Compensated Employee for the
          Plan Year for which the QNEC is being allocated.

          The QNEC will be allocated to the Eligible Participant with the lowest
          Included Compensation until all of the QNEC has been allocated or
          until the Eligible Participant has reached his/her Annual Additions
          Limitation, as described in Article 7. For this purpose, if two or
          more Eligible Participants have the same Included Compensation, the
          QNEC will be allocated equally to each Eligible Participant until all
          of the QNEC has been allocated, or until each Eligible Participant has
          reached his/her Annual Additions Limitation. If any QNEC remains
          unallocated, this process is repeated for the Eligible Participant(s)
          with the next lowest level of Included Compensation in accordance with
          the provisions under this subsection (2), until all of the QNEC is
          allocated.

     (F) SAFE HARBOR CONTRIBUTIONS. If so elected under Part 4E of the 401(k)
     Agreement, the Employer may elect to treat this Plan as a Safe Harbor
     401(k) Plan. To qualify as a Safe Harbor 401(k) Plan, the Employer must
     make a Safe Harbor Nonelective Contribution or a Safe Harbor Matching
     Contribution under the Plan. Such contributions are subject to special
     vesting and distribution restrictions and must be allocated to the Eligible
     Participants' Safe Harbor Nonelective Contribution Account or Safe Harbor
     Matching Contribution Account, as applicable. Section 17.6 describes the
     requirements that must be met to qualify as a Safe Harbor 401(k) Plan and
     the method for calculating the amount of the Safe Harbor Contribution that
     must be made under the Plan.

     (G) PRIOR SIMPLE 401(K) PLAN. If this Agreement is being used to amend or
     restate a 401(k) plan which complied with the SIMPLE 401(k) plan provisions
     under Code Section 401(k)(11), any provision in this Agreement which is
     inconsistent with the SIMPLE 401(k) plan provisions is not effective for
     any Plan Year during which the plan complied with the SIMPLE 401(k) plan
     provisions.

2.4  MONEY PURCHASE PLAN CONTRIBUTION AND ALLOCATIONS. This Section 2.4 applies
     if the Employer has adopted the money purchase plan Agreement. Any
     reference to the Agreement under this Section 2.4 is a reference to the
     money purchase plan Agreement.

     (A) EMPLOYER CONTRIBUTIONS. The Employer must elect under Part 4 of the
     Nonstandardized Agreement to make Employer Contributions under one or more
     of the following methods:

          (1) as a uniform percentage of each Eligible Participant's Included
          Compensation;

          (2) as a uniform dollar amount for each Eligible Participant;


14

<PAGE>

          (3) under the Permitted Disparity Method (using either the individual
          method or group method);

          (4) under a formula based on service with the Employer; or

          (5) under a Davis-Bacon Contribution Formula.

          Under the Standardized Agreement, the Employer may only elect to make
          an Employer Contribution as a uniform percentage of Included
          Compensation, a uniform dollar amount or under the Permitted Disparity
          Method.

          An Eligible Participant is only entitled to share in the Employer
          Contribution if such Participant satisfies the allocation conditions
          described under Part 4, #15 of the Agreement. See Section 2.6.

          If the Employer elects more than one Employer Contribution formula
          under Part 4, #12 of the Agreement, each formula is applied
          separately. An Eligible Participant's aggregate Employer Contributions
          for a Plan Year will be the sum of the Employer Contributions the
          Participant is entitled to under all such formulas.

     (B) UNIFORM PERCENTAGE OR UNIFORM DOLLAR AMOUNT. The contribution made by
     the Employer must be allocated to Eligible Participants in a definitely
     determinable manner. If the Employer elects to make an Employer
     Contribution as a uniform percentage of Included Compensation under Part 4,
     #12.a. of the Agreement or as a uniform dollar amount under Part 4, #12.b.
     of the Agreement, each Eligible Participant's allocation of the Employer
     Contribution will equal the amount determined under the contribution
     formula elected under the Agreement.

     (C) PERMITTED DISPARITY METHOD. The Employer may elect under Part 4, #12.c.
     of the Agreement to use the Permitted Disparity Method using either the
     individual method or the group method. An Employer may not elect a
     Permitted Disparity Method under the Plan if another qualified plan of the
     Employer, which covers any of the same Employees, uses permitted disparity
     in determining the allocation of contributions or accrual of benefits under
     the plan.

     For purposes of applying the Permitted Disparity Method, Excess
     Compensation is the portion of an Eligible Participant's Included
     Compensation that exceeds the Integration Level. The Integration Level is
     the Taxable Wage Base, unless the Employer designates a different amount
     under Part 4, #14.b. of the Agreement.

          (1) INDIVIDUAL METHOD. If the Employer elects the Permitted Disparity
          Method using the individual method, each Eligible Participant will
          receive an allocation of the Employer Contribution equal to the amount
          determined under the contribution formula under Part 4, #12.c.(1) of
          the Agreement. Under the individual Permitted Disparity Method, the
          Employer will contribute (i) a fixed percentage of each Eligible
          Participant's Included Compensation for the Plan Year plus (ii) a
          fixed percentage of each Eligible Participant's Excess Compensation.
          The percentage of each Eligible Participant's Excess Compensation
          under (ii) may not exceed the lesser of the percentage of total
          Included Compensation contributed under (i) or the Applicable
          Percentage under the following table:

<TABLE>
<CAPTION>
            INTEGRATION LEVEL                APPLICABLE
(AS A PERCENTAGE OF THE TAXABLE WAGE BASE)   PERCENTAGE
------------------------------------------   -----------
<S>                                          <C>
                 100%                            5.7%
  More than 80% but less than 100%               5.4%
  More than 20% and not more than 80%            4.3%
               20% or less                       5.7%
</TABLE>

          (2) GROUP METHOD. If the Employer elects the Permitted Disparity
          Method using the group method under Part 4, #12.c.(2) of the
          Agreement, the Employer will contribute a fixed percentage (as
          designated in the Agreement) of the total Included Compensation for
          the Plan Year of all Eligible Participants. The total Employer
          Contribution is then allocated among the Eligible Participants under
          either the Two-Step Formula or the Four-Step Formula described below.

               (I) TWO-STEP FORMULA. If the Employer elects the Two-Step
               Formula, the Employer Contribution will be allocated in the same
               manner as under Section 2.2(b)(2)(i) above. However, the Employer
               may elect to have the Four-Step Formula automatically apply for
               any Plan Year in which the Plan is a Top-Heavy Plan.

               (II) FOUR-STEP FORMULA. If the Employer elects the Four-Step
               Formula or if the Plan is a Top-Heavy Plan and the Employer
               elects to have the Four-Step Formula apply for Plan Years when
               the Plan is a TopHeavy Plan, the Employer Contribution will be
               allocated to Eligible Participants in the same manner as under
               Section 2.2(b)(2)(ii) above.

     (D) CONTRIBUTION BASED ON SERVICE. The Employer may elect under Part 4,
     #12.d. of the Nonstandardized Agreement to provide an Employer Contribution
     for each Eligible Participant based on the service performed by such
     Eligible Participant during the Plan Year (or other period designated under
     Part 4, #13.a. of the Agreement). The Employer may provide a fixed dollar
     amount of a fixed percentage of Included Compensation for each Hour of
     Service, each week of employment or any other measuring period selected
     under Part 4, #12.d. of the Nonstandardized Agreement. If the Employer
     elects to make a contribution based on service, each Eligible Participant
     will receive an allocation of the Employer Contribution equal to the amount
     determined under the contribution formula under Part 4, #12.d. of the
     Nonstandardized Agreement.

     (E) DAVIS-BACON CONTRIBUTION FORMULA. The Employer may elect under Part 4,
     #12.e. of the Nonstandardized Agreement to provide an Employer Contribution
     for each Eligible Participant who performs Davis-Bacon Act Service. For
     this purpose, Davis-Bacon Act Service is any service performed by an
     Employee under a public contract subject to the Davis-Bacon Act or to any
     other federal, state or municipal prevailing wage law. Each such Eligible
     Participant will receive a contribution based on the hourly contribution
     rate for the Participant's employment classification, as designated on
     Schedule A of the Agreement. Schedule A is incorporated as part of the
     Agreement.

     In applying the Davis-Bacon Contribution Formula under this subsection (e),
     the following default rules will apply. The Employer may modify these
     default rules under Part 4, #12.e.(2) of the Nonstandardized Agreement.

          (1) ELIGIBLE EMPLOYEES. Highly Compensated Employees are Excluded
          Employees for purposes of receiving an Employer Contribution under the
          Davis-Bacon Contribution Formula.

          (2) MINIMUM AGE AND SERVICE CONDITIONS. No minimum age or service
          conditions will apply for purposes of determining an Employee's
          eligibility under the Davis-Bacon Contribution Formula.

          (3) ENTRY DATE. For purposes of applying the Davis-Bacon Contribution
          Formula, an Employee becomes an Eligible Participant on his/her
          Employment Commencement Date.

          (4) ALLOCATION CONDITIONS. No allocation conditions (as described in
          Section 2.6) will apply for purposes of determining an Eligible
          Participant's allocation under the Davis-Bacon Contribution Formula.

          (5) VESTING. Employer Contributions made pursuant to the Davis-Bacon
          Contribution Formula are always 100% vested.

          (6) OFFSET OF OTHER EMPLOYER CONTRIBUTIONS. The contributions under
          the Davis Bacon Contribution Formula will not offset any other
          Employer Contributions under the Plan. However, the Employer may elect
          under Part 4, #12.e.(1) of the Nonstandardized Agreement to offset any
          other Employer Contributions made under the Plan by the Employer
          Contributions a Participant receives under the Davis-Bacon
          Contribution Formula.

     (F) APPLICABLE PERIOD FOR DETERMINING INCLUDED COMPENSATION. In determining
     the amount of Employer Contribution to be allocated to an Eligible
     Participant, Included Compensation is determined separately for each period
     designated under Part 4, #13.a. of the Agreement. If the Employer elects
     the Permitted Disparity Method under Part 4, #12.c. of the Agreement, the
     period designated under Part 4, #13.a. must be the Plan Year. If the
     Employer elects an Employer Contribution formula under Part 4, #12 of the
     Agreement other than the Permitted Disparity Method, and elects a period
     under Part 4, #13.a. other than the Plan Year, a Participant's allocation
     of Employer Contributions will be determined separately for each period
     based solely on Included Compensation for such period. If the Employer
     elects the service formula under Part 4, #12.d. of the Nonstandardized
     Agreement, the Employer Contribution also will be determined separately for
     each period designated under Part 4, #13.a. of the Agreement based on
     service performed during such period. The Employer need not actually make
     the Employer Contribution during the designated period, provided the total
     Employer Contribution for the Plan Year is allocated based on the proper
     Included Compensation.

     (G) SPECIAL RULES FOR DETERMINING INCLUDED COMPENSATION. The same rules as
     discussed under Section 2.2(c)(2) apply to permit the Employer to elect
     under Part 4, #13.b. of the Agreement to take into account an Employee's
     Included Compensation for the entire Plan Year, even if the Employee is an
     Eligible Participant for only part of the Plan Year. If no election is made
     under Part 4, #13.b., only Included Compensation for the portion of the
     Plan Year while an Employee is an Eligible Participant will be taken into
     account in determining an Employee's Employer Contribution under the Plan.
     The Employer also may elect under Part 4, #13.c. of the Agreement to take
     into account Included Compensation for the calendar year ending in the Plan
     Year or other 12-month period, as provided in Section 2.2(c)(3).

     (H) LIMIT ON CONTRIBUTION WHERE EMPLOYER MAINTAINS ANOTHER PLAN IN ADDITION
     TO A MONEY PURCHASE PLAN. If the Employer adopts the money purchase plan
     Agreement and also maintains another qualified retirement plan, the
     contribution to be made under the money purchase plan Agreement (as
     designated in Part 4 of the Agreement) will not exceed the maximum amount
     that is deductible under Code Section 404(a)(7), taking into account all
     contributions that have been made to the plans prior to the date a
     contribution is made under the money purchase plan Agreement.


                                                                              15

<PAGE>

2.5  TARGET BENEFIT PLAN CONTRIBUTION. This Section 2.5 applies if the Employer
     has adopted the target benefit plan Agreement. Any reference to the
     Agreement under this Section 2.5 is a reference to the target benefit plan
     Agreement.

     (A) STATED BENEFIT. A Participant's Stated Benefit, as of any Plan Year, is
     the amount determined in accordance with the benefit formula selected under
     Part 4 of the Agreement, payable annually in the form of a Straight Life
     Annuity commencing upon the Participant's Normal Retirement Age (as defined
     in Part 5 of the Agreement) or current age (if later). In applying the
     benefit formula under Part 4, all projected Years of Participation (as
     defined in subsection (d)(10) below) are counted beginning with the first
     Plan Year and projecting through the last day of the Plan Year in which the
     Participant attains Normal Retirement Age (or the current Plan Year, if
     later), assuming all relevant factors remain constant for future Plan
     Years. For this purpose, the first Plan Year is the latest of:

          (1) the first Plan Year in which the Participant becomes an Eligible
          Participant;

          (2) the first Plan Year immediately following a Plan Year in which the
          Plan did not satisfy the target benefit plan safe harbor under Treas.
          Reg. Section 1.401(a)(4)-8(b)(3); or

          (3) the first Plan Year taken into account under the Plan's benefit
          formula, as designated in Part 4, #13.c. of the Agreement. If Part 4,
          #13.c. is not completed, the first Plan Year taken into account under
          this subsection (3) will be the original Effective Date of this Plan,
          as designated under #59.a. or #59.b.(2) of the Agreement, as
          applicable.

          If this Plan is a "prior safe harbor plan" then, solely for purposes
          of determining projected Years of Participation, the Plan is deemed to
          satisfy the target benefit plan safe harbor under Treas. Reg. Section
          1.401(a)(4)-8(b)(3) and the Participant is treated as an Eligible
          Participant under the Plan for any Plan Year beginning prior to
          January 1, 1994. This Plan is a prior safe harbor plan if it was
          originally in effect on September 19, 1991, and on that date the Plan
          contained a stated benefit formula that took into account service
          prior to that date, and the Plan satisfied the applicable
          nondiscrimination requirements for target benefit plans for those
          prior years. For purposes of determining whether a plan satisfies the
          applicable nondiscrimination requirements for target benefit plans for
          Plan Years beginning before January 1, 1994, no amendments after
          September 19, 1991, other than amendments necessary to satisfy
          Section 401(l) of the Code, will be taken into account.

     (B) EMPLOYER CONTRIBUTION. Each Plan Year, the Employer will contribute to
     the Plan on behalf of each Eligible Participant who has satisfied the
     allocation conditions under Part 4, #15 of the Agreement, an amount
     necessary to fund the Participant's Stated Benefit, determined in
     accordance with the benefit formula selected under Part 4, #13 of the
     Agreement. The Employer's required contribution may be reduced by
     forfeitures in accordance with the provisions of Section 5.5(b).

          (1) PARTICIPANT HAS NOT REACHED NORMAL RETIREMENT AGE. If a
          Participant has not reached Normal Retirement Age by the last day of
          the Plan Year, the Employer Contribution for such Plan Year with
          respect to that Participant is the excess, if any, of the Present
          Value Stated Benefit (as defined in subsection (3) below) over the
          Theoretical Reserve (as defined in subsection (4) below), multiplied
          by the appropriate Amortization Factor from Table II under Exhibit A
          of the Agreement. The factors under Table II are determined based on
          the applicable interest rate assumptions selected under Part 4,
          #14.b.(1) of the Agreement.

          (2) PARTICIPANT HAS REACHED NORMAL RETIREMENT AGE. If a Participant
          has reached Normal Retirement Age by the last day of the Plan Year,
          the Employer Contribution for such Plan Year with respect to that
          Participant is the excess, if any, of the Present Value Stated Benefit
          (as defined in subsection (3) below) over the Theoretical Reserve (as
          defined in subsection (4) below).

          (3) PRESENT VALUE STATED BENEFIT. For purposes of determining the
          Employer Contribution under the Plan, a Participant's Present Value
          Stated Benefit is the Participant's Stated Benefit multiplied by the
          appropriate present value factor under Table I or Table IA, as
          appropriate (if the Participant has not attained Normal Retirement
          Age) or Table IV (if the Participant has attained Normal Retirement
          Age). The Present Value Stated Benefit must be further adjusted by the
          factors under Table III if the Normal Retirement Age under the Plan is
          other than age 65. (See Exhibit A under the Agreement for the
          applicable factors. The applicable factors are determined based on the
          applicable interest rate assumptions selected under Part 4, #14.b.(1)
          of the Agreement and assuming a UP-1984 mortality table. If the
          Employer elects a different applicable mortality table under Part 4,
          #14.b.(2), appropriate factors must be attached to the Agreement.)

          (4) THEORETICAL RESERVE. Except as provided in the following
          paragraph, for the first Plan Year for which the Stated Benefit is
          determined (see subsection (a) above), a Participant's Theoretical
          Reserve is zero. For each subsequent Plan Year, the Theoretical
          Reserve is the sum of the Theoretical Reserve for the prior Plan Year
          plus the Employer Contribution required for such prior Plan Year. The
          sum is then adjusted for interest (using the Plan's interest
          assumptions for the prior Plan Year) through the last day of the
          current Plan Year. For any Plan Year following the Plan Year in which
          the Participant attains Normal Retirement Age, no interest adjustment
          is required. For purposes of determining a Participant's Theoretical
          Reserve, minimum contributions required solely to comply with the
          Top-Heavy Plan rules under Article 16 are not included.

          If this Plan was a prior safe harbor plan (see the definition of prior
          safe harbor plan under subsection (a) above), with a benefit formula
          that takes into account Plan Years prior to the first Plan Year this
          Plan satisfies the target benefit plan safe harbor under Treas. Reg.
          Section 1.401(a)(4)-8(b)(3)(c), the Theoretical Reserve for the first
          Plan Year is determined by subtracting the result in subsection (ii)
          from the result in subsection (i).

               (i) Determine the present value of the Stated Benefit as of the
               last day of the Plan Year immediately preceding the first Plan
               Year this Plan satisfies the target benefit plan safe harbor
               under Treas. Reg. Section 1.401(a)(4)-8(b)(3)(c), using the
               actuarial assumptions, the provisions of the Plan and the
               Participant's compensation as of such date. For a Participant who
               has attained Normal Retirement Age, the Stated Benefit will be
               determined using the actuarial assumptions, the provisions of the
               Plan and the Participant's compensation as of such date, using a
               straight life annuity factor for a Participant whose attained age
               is the Normal Retirement Age under the Plan.

               (ii) Determine the present value of future Employer Contributions
               (i.e., the Employer Contributions due each Plan Year using the
               actuarial assumptions, the provisions of the Plan (disregarding
               those provisions of the Plan providing for the limitations of
               Section 415 of the Code or the minimum contributions under
               Section 416 of the Code)) and the Participant's compensation as
               of such date, beginning with the first Plan Year through the end
               of the Plan Year in which the Participant attains Normal
               Retirement Age.

     (C) BENEFIT FORMULA. The Employer may elect under Part 4 of the Agreement
     to apply a Nonintegrated Benefit Formula or an Integrated Benefit Formula.
     The benefit formula selected under Part 4 of the Agreement must comply with
     the target benefit plan safe harbor rules under Treas. Reg.
     Section 1.401(a)(4)-8(b)(3).

          (1) NONINTEGRATED BENEFIT FORMULA. Under a Nonintegrated Benefit
          Formula, benefits provided under Social Security are not taken into
          account when determining an Eligible Participant's Stated Benefit. A
          Nonintegrated Benefit Formula may provide for a Flat Benefit or a Unit
          Benefit.

               (I) FLAT BENEFIT. The Employer may elect under Part 4, #13.a.(1)
               of the Agreement to apply a Flat Benefit formula that provides a
               Stated Benefit equal to a specified percentage of Average
               Compensation. A Participant's Stated Benefit determined under the
               Flat Benefit formula will be reduced pro rata if the
               Participant's projected Years of Participation are less than 25
               Years of Participation. For a Participant with less than 25
               projected Years of Participation, the base percentage and the
               excess percentage are reduced by multiplying such percentages by
               a fraction, the numerator of which is the Participant's projected
               Years of Participation, and the denominator of which is 25.

               (II) UNIT BENEFIT. The Employer may elect under Part 4, #13.a.(2)
               of the Agreement or under Part 4, #13.a.(3) of the
               Nonstandardized Agreement to apply a Unit Benefit formula that
               provides a Stated Benefit equal to a specified percentage of
               Average Compensation multiplied by the Participant's Years of
               Participation with the Employer. The Employer may elect to limit
               the Years of Participation taken into account under a Unit
               Benefit formula; however, the Plan must take into account all
               Years of Participation up to at least 25 years.

               If the Employer elects a tiered formula under Part 4, #13.a.(3)
               of the Nonstandardized Agreement, the highest benefit percentage
               for any Participant with less than 33 Years of Participation
               cannot be more than one-third larger than the lowest benefit
               percentage for any Participant with less than 33 Years of
               Participation. This requirement is satisfied if the percentage
               under Part 4, #13.a.(3)(a) applies to all Years of Participation
               up to at least 33. If the percentage under Part 4, #13.a.(3)(a)
               applies to Years of Participation less than 33, this paragraph
               will be satisfied if the total Years of Participation taken into
               account under Part 4, #13.a.(3)(b) and Part 4, #13.a.(3)(d) is
               not less than 33 and the percentage designated in Part 4,
               #13.a.(3)(c) is not less than P1(25-Y)/(33-Y) and is not greater
               than P1(44-Y)/(33-Y), where P1 is the percentage under Part 4,
               #13.a.(3)(a) and Y is the number of Years of Participation to
               which the percentage under


16

<PAGE>

               Part 4, #13.a.(3)(a) applies. If the total Years of Participation
               taken into account under Part 4, #13.a.(3)(b) and Part 4,
               #13.a.(3)(d) is less than 33, a similar calculation applies to
               any percentage designated in Part 4, #13.a.(3)(e).

          (2) INTEGRATED BENEFIT FORMULA. An Integrated Benefit Formula is
          designed to provide a greater benefit to certain Participants to make
          up for benefits not provided under Social Security. An Integrated
          Benefit Formula may provide for a Flat Excess Benefit, a Unit Excess
          Benefit, a Flat Offset Benefit or a Unit Offset Benefit. An Employer
          may not elect an Integrated Benefit Formula under the Plan if another
          qualified plan of the Employer, which covers any of the same
          Employees, uses permitted disparity (or imputes permitted disparity)
          in determining the allocation of contributions or accrual of benefits
          under the Plan.

               (I) FLAT EXCESS BENEFIT. The Employer may elect under Part 4,
               #13.b.(1) of the Agreement to apply a Flat Excess Benefit formula
               that provides a Stated Benefit equal to a specified percentage of
               Average Compensation ("base percentage") plus a specified
               percentage of Excess Compensation ("excess percentage").

                    (A) MAXIMUM PERMITTED DISPARITY. In completing a Flat Excess
                    Benefit formula under Part 4, #13.b.(1) of the Agreement,
                    the excess percentage under Part 4, #13.b.(1)(b) may not
                    exceed the Maximum Disparity Percentage identified under
                    subsection (3)(i) below. The excess percentage may be
                    further reduced under the Cumulative Disparity Limit under
                    subsection (3)(iv) below.

                    (B) LIMITATION ON YEARS OF PARTICIPATION. The Participant's
                    base percentage and excess percentage under the Flat Excess
                    Benefit formula are reduced pro rata if the Participant's
                    projected Years of Participation are less than 35 years. For
                    a Participant with less than 35 projected Years of
                    Participation, the base percentage and the excess percentage
                    are reduced by multiplying such percentages by a fraction,
                    the numerator of which is the Participant's projected Years
                    of Participation, and the denominator of which is 35.

               (II) UNIT EXCESS BENEFIT. The Employer may elect under Part 4,
               #13.b.(2) of the Agreement or under Part 4, #13.b.(3) of the
               Nonstandardized Agreement to apply a Unit Excess Benefit formula
               which provides a Stated Benefit equal to a specified percentage
               of Average Compensation ("base percentage") plus a specified
               percentage of Excess Compensation ("excess percentage")
               multiplied by the Participant's Years of Participation with the
               Employer.

                    (A) MAXIMUM PERMITTED DISPARITY. In completing a Unit Excess
                    Benefit formula under Part 4, #13.b. of the Agreement, the
                    excess percentage under the formula may not exceed the
                    Maximum Disparity Percentage identified under subsection
                    (3)(i) below. In addition, if the Employer elects a tiered
                    formula under Part 4, #13.b.(3) of the Nonstandardized
                    Agreement, the percentage designated under Part 4,
                    #13.b.(3)(d) and/or Part 4, #13.b.(3)(f), as applicable, may
                    not exceed the sum of the base percentage under Part 4,
                    #13.b.(3)(a) and the excess percentage under Part 4,
                    #13.b.(3)(b).

                    (B) LIMITATION ON YEARS OF PARTICIPATION. The Employer must
                    identify under Part 4, #13.b. the Years of Participation
                    that will be taken into account under the Unit Excess
                    Benefit formula. If the Employer elects a uniform formula
                    under Part 4, #13.b.(2) of the Agreement, the Plan must take
                    into account all Years of Participation up to at least 25.
                    In addition, a Participant may not be required to complete
                    more than 35 Years of Participation to earn his/her full
                    Stated Benefit. (See the Cumulative Disparity Limit under
                    subsection (3)(iv) below for additional restrictions that
                    may limit a Participant's Years of Participation that may be
                    taken into account under the Plan.)

                    If the Employer elects a tiered formula under Part 4,
                    #13.b.(3) of the Nonstandardized Agreement and the Years of
                    Participation specified under Part 4, #13.b.(3)(c) is less
                    than 35, the percentage under Part 4, #13.b.(3)(d) must
                    equal the sum of the base percentage under Part 4,
                    #13.b.(3)(a) and the excess percentage under Part 4,
                    #13.b.(3)(b) and any Years of Participation required under
                    Part 4, #13.b.(3)(e) may not be less than 35 minus the Years
                    of Participation designated under Part 4, #13.b.(3)(c). (See
                    the Cumulative Disparity Limit under subsection (3)(iv)
                    below for additional restrictions that may limit a
                    Participant's Years of Participation that may be taken into
                    account under the Plan.) If the number of Years of
                    Participation specified under Part 4, #13.b.(3)(c) is less
                    than 35, and Part 4, #13.b.(3)(d) is not checked, the
                    percentage specified under Part 4, #13.b.(3)(f) must equal
                    the sum of the base percentage under Part 4, #13.b.(3)(a)
                    and the excess percentage under Part 4, #13.b.(3)(b).

               (III) FLAT OFFSET BENEFIT. The Employer may elect under Part 4,
               #13.b.(4) of the Nonstandardized Agreement or Part 4, #13.b.(3)
               of the Standardized Agreement to apply a Flat Offset Benefit
               formula that provides a Stated Benefit equal to a specified
               percentage of Average Compensation ("gross percentage") offset by
               a specified percentage of Offset Compensation ("offset
               percentage").

                    (A) MAXIMUM PERMITTED DISPARITY. In applying a Flat Offset
                    Benefit formula, the offset percentage for any Participant
                    may not exceed the Maximum Offset Percentage identified
                    under subsection (3)(ii) below. The offset percentage may be
                    further reduced under the Cumulative Disparity Limit under
                    subsection (3)(iv) below.

                    (B) LIMITATION ON YEARS OF PARTICIPATION. The Participant's
                    gross percentage and offset percentage under the Flat Offset
                    Benefit formula are reduced pro rata if the Participant's
                    projected Years of Participation are less than 35 years. For
                    a Participant with less than 35 projected Years of
                    Participation, the gross percentage and the offset
                    percentage are reduced by multiplying such percentages by a
                    fraction, the numerator of which is the Participant's
                    projected Years of Participation, and the denominator of
                    which is 35.

               (IV) UNIT OFFSET BENEFIT. The Employer may elect under Part 4,
               #13.b.(5) and Part 4, #13.b.(6) of the Agreement or under Part 4,
               #13.b.(4) of the Standardized Agreement to apply a Unit Offset
               Benefit formula which provides a Stated Benefit equal to a
               specified percentage of Average Compensation ("gross percentage")
               offset by a specified percentage of Offset Compensation ("offset
               percentage") multiplied by the Participant's Years of
               Participation with the Employer.

                    (A) MAXIMUM PERMITTED OFFSET. In applying a Unit Offset
                    Benefit formula, the offset percentage for any Participant
                    may not exceed the Maximum Offset Percentage identified
                    under subsection (3)(ii) below. In addition, if the Employer
                    elects a tiered formula under Part 4, #13.b.(6) of the
                    Nonstandardized Agreement, the percentage designated under
                    Part 4, #13.b.(6)(d) and/or Part 4, #13.b.(6)(f), as
                    applicable, may not exceed the gross percentage under Part
                    4, #13.b.(6)(a).

                    (B) LIMITATION ON YEARS OF PARTICIPATION. The Employer must
                    identify under Part 4, #13.b. the Years of Participation
                    that will be taken into account under the Unit Offset
                    Benefit formula. If the Employer elects a uniform offset
                    formula under Part 4, #13.b.(5) of the Nonstandardized
                    Agreement or Part 4, #13.b.(4) of the Standardized
                    Agreement, the Plan must take into account all Years of
                    Participation up to at least 25. In addition, a Participant
                    may not be required to complete more than 35 Years of
                    Participation to earn his/her full Stated Benefit. (See the
                    Cumulative Disparity Limit under subsection (3)(iv) below
                    for additional restrictions that may limit a Participant's
                    Years of Participation that may be taken into account under
                    the Plan.)

                    If the Employer elects a tiered offset formula under Part 4,
                    #13.b.(6) of the Nonstandardized Agreement and the Years of
                    Participation specified under Part 4, #13.b.(6)(c) is less
                    than 35, any percentage under Part 4, #13.b.(6)(d) must
                    equal the gross percentage under Part 4, #13.d.(6)(a) and
                    any Years of Participation required under Part 4,
                    #13.b.(6)(e) may not be less than 35 minus the Years of
                    Participation designated under Part 4, #13.b.(6)(c). (See
                    the Cumulative Disparity Limit under subsection (3)(iv)
                    below for additional restrictions that may limit a
                    Participant's Years of Participation that may be taken into
                    account under the Plan.) If the number of Years of
                    Participation specified under Part 4, #13.b.(6)(c) is less
                    than 35, and Part 4, #13.b.(6)(d) is not checked, the
                    percentage specified under Part 4, #13.b.(6)(f) must equal
                    the gross percentage under Part 4, #13.b.(6)(a).

          (3) SPECIAL RULES FOR APPLYING INTEGRATED BENEFIT FORMULAS UNDER PART
          4, #13.B. OF THE AGREEMENT.

               (I) MAXIMUM DISPARITY PERCENTAGE. In applying the Flat Excess
               Benefit formula described in subsection (2)(i) above or the Unit
               Excess Benefit formula described in subsection (2)(ii) above, the
               excess percentage under the formula may not exceed the Maximum
               Disparity Percentage. Under a Flat Excess Benefit formula, the
               Maximum Disparity Percentage is the lesser of the base percentage
               specified under the Agreement or the appropriate factor described
               under the Simplified Table below multiplied by 35. Under a Unit
               Excess Benefit formula, the Maximum Disparity Percentage is the
               lesser of the base percentage specified under the Agreement or
               the appropriate factor described under the Simplified Table
               below.


                                                                              17

<PAGE>

               In applying the Simplified Table below, NRA is a Participant's
               Normal Retirement Age under the Plan. If a Participant's Normal
               Retirement Age is prior to age 55, the applicable factors under
               the Simplified Table must be further reduced to a factor that is
               the Actuarial Equivalent of the factor at age 55. (See (iii)
               below for possible adjustments to the Simplified Table if an
               Integration Level other than Covered Compensation is selected
               under Part 4, #14.d.(1) of the Agreement.)

                         SIMPLIFIED TABLE

<TABLE>
<CAPTION>
        MAXIMUM            MAXIMUM
       DISPARITY          DISPARITY
NRA   PERCENTAGE   NRA   PERCENTAGE
---   ----------   ----------------
<S>   <C>          <C>   <C>
 70     0.838       62     0.416
 69     0.760       61     0.382
 68     0.690       60     0.346
 67     0.627       59     0.330
 66     0.571       58     0.312
 65     0.520       57     0.294
 64     0.486       56     0.278
 63     0.450       55     0.260
</TABLE>

               (II) MAXIMUM OFFSET PERCENTAGE. In applying the Flat Offset
               Benefit formula described in subsection (2)(iii) above or the
               Unit Offset Benefit formula described in subsection (2)(iv)
               above, the offset percentage under the formula may not exceed the
               Maximum Offset Percentage. Under a Flat Offset Benefit formula,
               the Maximum Offset Percentage is the lesser of 50% of the gross
               percentage specified under the Agreement or the appropriate
               factor described under the Simplified Table above, multiplied by
               35. Under a Unit Offset Benefit formula, the Maximum Offset
               Percentage is the lesser of 50% of the gross percentage specified
               under the Agreement or the appropriate factor described under the
               Simplified Table above.

               In applying the Simplified Table above, NRA is a Participant's
               Normal Retirement Age under the Plan. If a Participant's Normal
               Retirement Age is prior to age 55, the applicable factors under
               the Simplified Table must be further reduced to a factor that is
               the Actuarial Equivalent of the factor at age 55. (See (iii)
               below for possible adjustments to the Simplified Table if an
               Integration Level other than Covered Compensation is selected
               under Part 4, #14.d.(1) of the Agreement.)

               (III) ADJUSTMENTS TO THE MAXIMUM DISPARITY PERCENTAGE/MAXIMUM
               OFFSET PERCENTAGE FOR INTEGRATION LEVEL OTHER THAN COVERED
               COMPENSATION. The factors under the Simplified Table under
               subsection (i) above are based on an Integration Level equal to
               Covered Compensation. If the Employer elects under Part 4,
               #14.d.(1)(b) - (e) of the Agreement to use an Integration Level
               other than Covered Compensation, the factors under the Simplified
               Table may have to be modified. If the Employer elects to modify
               the Integration Level under Part 4, #14.d.(1)(b) or Part 4,
               #14.d.(1)(c) of the Agreement, no modification to the Simplified
               Table is required. If the Employer elects to modify the
               Integration Level under Part 4, #14.d.(1)(d) or Part 4,
               #14.d.(1)(e), the factors under the Modified Table below must be
               used instead of the factors under the Simplified Table.

 MODIFIED TABLE -- FACTORS FOR INTEGRATION LEVEL OTHER THAN COVERED COMPENSATION

<TABLE>
<CAPTION>
        MAXIMUM            MAXIMUM
       DISPARITY          DISPARITY
NRA   PERCENTAGE   NRA   PERCENTAGE
---   ----------   ---   ----------
<S>   <C>          <C>   <C>
 70     0.670       62     0.331
 69     0.608       61     0.305
 68     0.552       60     0.277
 67     0.627       59     0.264
 66     0.502       58     0.250
 65     0.416       57     0.234
 64     0.388       56     0.222
 63     0.360       55     0.208
</TABLE>

               (IV) CUMULATIVE DISPARITY LIMIT. The Cumulative Disparity Limit
               applies to further limit the permitted disparity under the Plan.
               If the Cumulative Disparity Limit applies, the following
               adjustment will be made to the Participant's Stated Benefit,
               depending on the type of formula selected under the Agreement.

                    (A) FLAT EXCESS BENEFIT. In applying a Flat Excess Benefit
                    formula, if a Participant's cumulative disparity years
                    exceed 35, the excess percentage under the formula will be
                    reduced as provided below. For this purpose, a Participant's
                    cumulative disparity years consist of: (I) the Participant's
                    projected Years of Participation (up to 35); (II) any years
                    the Participant benefited (or is treated as having
                    benefited) under this Plan prior to the Participant's first
                    Year of Participation; and (III) any years credited to the
                    Participant for allocation or accrual purposes under one or
                    more qualified plans or simplified employee pension plans
                    (whether or not terminated) ever maintained by the Employer
                    (other than years counted in (I) or (II) above). For
                    purposes of determining the Participant's cumulative
                    disparity years, all years ending in the same calendar year
                    are treated as the same year.

                    If the Cumulative Disparity Limit applies, the excess
                    percentage under the formula will be reduced by multiplying
                    the excess percentage (as adjusted under this subsection
                    (3)) by a fraction (not less than zero), the numerator of
                    which is 35 minus the sum of the years in (II) and (III)
                    above, and the denominator of which is 35.

                    (B) UNIT EXCESS BENEFIT. In applying a Unit Excess Benefit
                    formula, the projected Years of Participation taken into
                    account under the formula may not exceed the Participant's
                    cumulative disparity years. For this purpose, the
                    Participant's cumulative disparity years equal 35 minus: (I)
                    the years the Participant benefited or is treated as having
                    benefited under this Plan prior to the Participant's first
                    Year of Participation, and (II) the years credited to the
                    Participant for allocation or accrual purposes under one or
                    more qualified plans or simplified employee pension plans
                    (whether or not terminated) ever maintained by the Employer
                    other than years counted in (I) above or counted toward a
                    Participant's projected Years of Participation. For purposes
                    of determining the Participant's cumulative disparity years,
                    all years ending in the same calendar year are treated as
                    the same year.

                    (C) FLAT OFFSET BENEFIT. In applying a Flat Offset Benefit
                    formula, if a Participant's cumulative disparity years
                    exceed 35, the gross percentage and offset percentage under
                    the formula will be reduced as provided below. For this
                    purpose, a Participant's cumulative disparity years consist
                    of: (I) the Participant's projected Years of Participation
                    (up to 35); (II) any years the Participant benefited (or is
                    treated as having benefited) under this Plan prior to the
                    Participant's first Year of Participation; and (III) any
                    years credited to the Participant for allocation or accrual
                    purposes under one or more qualified plans or simplified
                    employee pension plans (whether or not terminated) ever
                    maintained by the Employer (other than years counted in (I)
                    or (II) above). For purposes of determining the
                    Participant's cumulative disparity years, all years ending
                    in the same calendar year are treated as the same year.

                    If the Cumulative Disparity Limit applies, the offset
                    percentage will be reduced by multiplying such percentage by
                    a fraction (not less than 0), the numerator of which is 35
                    minus the sum of the years in (II) and (III) above, and the
                    denominator of which is 35. The gross benefit percentage
                    will be reduced by the number of percentage points by which
                    the offset percentage is reduced.

                    (D) UNIT OFFSET BENEFIT. In applying a Unit Offset Benefit
                    formula, the Years of Participation taken into account under
                    the formula may not exceed the Participant's cumulative
                    disparity years. For this purpose, the Participant's
                    cumulative disparity years equal 35 minus: (I) the years the
                    Participant benefited or is treated as having benefited
                    under this Plan prior to the Participant's first Year of
                    Participation, and (II) the years credited to the
                    Participant for allocation or accrual purposes under one or
                    more qualified plans or simplified employee pension plans
                    (whether or not terminated) ever maintained by the Employer
                    other than years counted in (I) above or counted toward a
                    Participant's projected Years of Service. For purposes of
                    determining the Participant's cumulative disparity years,
                    all years ending in the same calendar year are treated as
                    the same year.

     (D) DEFINITIONS. The following definitions apply for purposes of applying
     the benefit formulas described under this Section 2.5.

          (1) AVERAGE COMPENSATION. The average of a Participant's annual
          Included Compensation during the Averaging Period, as designated in
          Part 3, #11 of the Agreement. If no modifications are made to the
          definition of Average Compensation under Part 3, #11, Average
          Compensation is the average of the Participant's annual Included
          Compensation for the three (3) consecutive Plan Years during the
          Participant's entire employment history which produce the highest
          average.

               (I) AVERAGING PERIOD. Unless the Employer elects otherwise under
               Part 3, #11.a. of the Agreement, the Averaging Period for
               determining a Participant's Average Compensation is made up of
               the three (3) consecutive Measuring Periods during the
               Participant's Employment Period which results in the highest
               Average Compensation. The Employer may elect under Part 3,


18

<PAGE>

               #11.a. to apply an alternative Averaging Period which is greater
               than three (3) consecutive Measuring Periods, may elect to take
               into account the highest Average Compensation over a period of
               nonconsecutive Measuring Periods, or may elect to take into
               account all Measuring Periods during the Participant's Employment
               Period.

               (II) MEASURING PERIOD. Unless the Employer elects otherwise under
               Part 3, #11.b. of the Agreement, the Measuring Period for
               determining Average Compensation is the Plan Year. (If the Plan
               has a short Plan Year, Average Compensation is based on Included
               Compensation earned during the 12-month period ending on the last
               day of the short Plan Year.) The Employer may elect under Part 3,
               #11.b. to apply an alternative Measuring Period for determining
               Average Compensation based on the calendar year or any other
               designated 12-month period. Alternatively, the Employer may elect
               to use calendar months as the Measuring Periods. If monthly
               Measuring Periods are selected under Part 3, #11.b., the
               Averaging Period designated under Part 3, #11.a. must be at least
               36 months.

               (III) EMPLOYMENT PERIOD. Unless the Employer elects otherwise
               under Part 3, #11.c. of the Agreement, the Employment Period used
               to determine Average Compensation is the Participant's entire
               employment period with the Employer. Instead of measuring Average
               Compensation over a Participant's entire period of employment,
               the Employer may elect under Part 3, #11.c. to use Averaging
               Periods only during the period following the Participant's
               original Entry Date (as determined under Part 2 of the Agreement)
               or any other specified period. If the Employer elects an
               alternative Employment Period under Part 3, #11.c., such
               Employment Period must end in the current Plan Year and may not
               be shorter than the Averaging Period selected in Part 3, #11.a.
               (or the Participant's entire period of employment, if shorter).

               (IV) DROP-OUT YEARS. Unless elected otherwise under Part 3,
               #11.d. of the Agreement, all Measuring Periods within a
               Participant's Employment Period are included for purposes of
               determining Average Compensation. The Employer may elect under
               Part 3, #11.d. to exclude the Measuring Period in which the
               Participant terminates employment or any Measuring Period during
               which a Participant does not complete a designated number of
               Hours of Service. If the Employer elects to apply an Hour of
               Service requirement under Part 3, #11.d.(2), the designated Hours
               of Service required for any particular Participant may not exceed
               75% of the Hours of Service that an Employee working full-time in
               the same job category as the Participant would earn during the
               Measuring Period.

               In determining whether the Measuring Periods within an Averaging
               Period are consecutive (see subsection (i) above), any Measuring
               Period excluded under this subsection (iv) will be disregarded.

     (2) COVERED COMPENSATION. For purposes of applying an Integrated Benefit
     Formula, a Participant's Covered Compensation for the Plan Year is the
     average of the Taxable Wage Bases in effect for each calendar year during
     the 35-year period ending on the last day of the calendar year in which the
     Participant attains (or will attain) his/her Social Security Retirement
     Age. In determining a Participant's Covered Compensation, the Taxable Wage
     Base in effect as of the beginning of the Plan Year is assumed to remain
     constant for all future years. If a Participant is 35 or more years away
     from his/her Social Security Retirement Age, the Participant's Covered
     Compensation is the Taxable Wage Base in effect as of the beginning of the
     Plan Year. A Participant's Covered Compensation remains constant for Plan
     Years beginning after the calendar year in which the Participant attains
     Social Security Retirement Age.

     Unless elected otherwise under Part 4, #14.d.(2) of the Agreement, a
     Participant's Covered Compensation must be adjusted every Plan Year to
     reflect the Taxable Wage Base in effect for such year. The Employer may
     designate under Part 4, #14.d.(2)(a) to use Covered Compensation for a Plan
     Year earlier than the current Plan Year. Such earlier Plan Year may not be
     more than 5 years before the current Plan Year. For the sixth Plan Year
     following the Plan Year used to calculate Covered Compensation (as
     determined under this sentence), Covered Compensation will be adjusted
     using Covered Compensation for the prior Plan Year. Covered Compensation
     will not be adjusted for Plan Years prior to the sixth Plan Year following
     the Plan Year used to calculate Covered Compensation.

     In determining a Participant's Covered Compensation, the Employer may elect
     under Part 4, #14.d.(2)(b) to apply the rounded Covered Compensation tables
     issued by the IRS instead of using the applicable Taxable Wage Bases of the
     Participant.

     (3) EXCESS COMPENSATION. Excess Compensation is used for purposes of
     determining a Participant's Normal Retirement Benefit under an Excess
     Benefit Formula. A Participant's Excess Compensation is the excess (if any)
     of the Participant's Average Compensation over the Integration Level.

     (4) INTEGRATION LEVEL. The Integration Level under the Plan is used for
     determining the Excess Compensation or Offset Compensation used to
     determine a Participant's Stated Benefit under the Plan. The Employer may
     elect under Part 4, #14.d.(1)(a) of the Agreement to use a Participant's
     Covered Compensation for the Plan Year as the Integration Level.
     Alternatively, the Employer may elect under Parts 4, #14.d.(1)(b) - (e) to
     apply an alternative Integration Level under the Plan. (See subsection
     (c)(3)(iii) above for special rules that apply if the Employer elects an
     alternative Integration Level.)

     (5) OFFSET COMPENSATION. A Participant's Offset Compensation is used to
     determine a Participant's Stated Benefit under an Offset Benefit formula.
     Unless modified under Part 3, #12 of the Agreement, Offset Compensation is
     the average of a Participant's annual Included Compensation over the three
     (3) consecutive Plan Years ending with the current Plan Year. A
     Participant's Offset Compensation is taken into account only to the extent
     it does not exceed the Integration Level under the Plan. For purposes of
     determining a Participant's Offset Compensation, Included Compensation
     which exceeds the Taxable Wage Base in effect for the beginning of a
     Measuring Period will not be taken into account.

          (I) MEASURING PERIOD. Unless elected otherwise under Part 3, #12.a. of
          the Agreement, Offset Compensation is determined based on Included
          Compensation earned during the Plan Year (or the 12-month period
          ending on the last day of the Plan Year for a short Plan Year).
          Instead of using Plan Years, the Employer may elect under Part 3,
          #12.a. to determine Offset Compensation over the 3-year period ending
          with or within the current Plan Year based on calendar years or any
          other designated 12-month period.

          (II) DROP-OUT YEARS. Unless elected otherwise under Part 3, #12.b. of
          the Agreement, Offset Compensation is determined based on the three
          consecutive Measuring Periods ending with or within the current Plan
          Year. The Employer may elect under Part 3, #12.b. to disregard the
          Measuring Period in which a Participant terminates employment for
          purposes of determining Offset Compensation.

     (6) SOCIAL SECURITY RETIREMENT AGE. An Employee's retirement age as
     determined under Section 230 of the Social Security Retirement Act. For a
     Participant who attains age 62 before January 1, 2000 (i.e., born before
     January 1, 1938), the Participant's Social Security Retirement Age is 65.
     For a Participant who attains age 62 after December 31, 1999, and before
     January 1, 2017 (i.e., born after December 31, 1937, but before January 1,
     1955), the Participant's Social Security Retirement Age is 66. For a
     Participant attaining age 62 after December 31, 2016 (i.e., born after
     December 31, 1954), the Participant's Social Security Retirement Age is 67.

     (7) STATED BENEFIT. The amount determined in accordance with the benefit
     formula selected in Part 4 of the Agreement, payable annually as a Straight
     Life Annuity commencing at Normal Retirement Age (or current age, if
     later). (See subsection (a) above.)

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

     (9) TAXABLE WAGE BASE. Taxable Wage Base is the contribution and benefit
     base under Section 230 of the Social Security Retirement Act at the
     beginning of the Plan Year.

     (10) YEAR OF PARTICIPATION. For purposes of determining a Participant's
     Stated Benefit under the Plan, a Participant's Years of Participation are
     defined under Part 4, #14.a. of the Agreement. (See subsection (a) above
     for rules regarding the determination of a Participant's projected Years of
     Participation.)

     The Employer may elect under Part 4, #14.a.(1) to define an Employee's
     Years of Participation as each Plan Year during which the Employee
     satisfies the allocation conditions designated under Part 4, #15 of the
     Agreement (see Section 2.6 below), including Plan Years prior to the
     Employee's becoming an Eligible Participant under the Plan. Alternatively,
     the Employer may elect under Part 4, #14.a.(2) of the Agreement to define
     an Employee's Years of Participation as each Plan Year during which the
     Employee satisfies the allocation conditions designated under Part 4, #15
     of the Agreement (see Section 2.6 below), taking into account only Plan
     Years during which the Employee is an Eligible Participant. The Employer
     may elect under Part 4, #14.a.(3) to disregard any Year of Participation
     completed prior to a date designated under the Agreement.

2.6  ALLOCATION CONDITIONS. In order to receive an allocation of Employer
     Contributions (other than Section 401(k) Deferrals and Safe Harbor
     Contributions), an Eligible Participant must satisfy any allocation
     conditions


                                                                              19

<PAGE>

     designated under Part 4, #15 of the Agreement with respect to such
     contributions. (Similar allocation conditions apply under Part 4B, #19 of
     the 401(k) Agreement for Employer Matching Contributions and Part 4C, #24
     of the 401(k) Agreement for Employer Nonelective Contributions.) Under the
     Nonstandardized Agreements, the imposition of an allocation condition may
     cause the Plan to fail the minimum coverage requirements under Code Section
     410(b), unless the only allocation condition under the Plan is a safe
     harbor allocation condition. (Under the Standardized Agreements, the only
     allocation condition permitted is a safe harbor allocation condition. But
     see (b) below for a special rule upon plan termination.)

     (A) SAFE HARBOR ALLOCATION CONDITION. Under the safe harbor allocation
     condition under Part 4, #15.b. of the Nonstandardized Agreement [Part 4B,
     #19.b. and Part 4C, #24.b. of the Nonstandardized 401(k) Agreement], the
     Employer may elect to require an Eligible Participant to be employed on the
     last day of the Plan Year or to complete more than a specified number of
     Hours of Service (not to exceed 500) during the Plan Year to receive an
     allocation of Employer Contributions (other than Section 401(k) Deferrals
     or Safe Harbor Contributions) under the Plan. Under this safe harbor
     allocation condition, an Eligible Participant whose employment terminates
     before he/she completes the designated Hours of Service is not entitled to
     an allocation of Employer Contributions subject to such allocation
     condition. However, if an Eligible Participant completes at least the
     designated Hours of Service during a Plan Year, the Participant is eligible
     for an allocation of such Employer Contributions, even if the Participant's
     employment terminates during the Plan Year.

     The imposition of the safe harbor allocation condition will not cause the
     Plan to fail the minimum coverage requirements under Code Section 410(b)
     because Participants who are excluded from participation solely as a result
     of the safe harbor allocation condition are excluded from the coverage
     test. Except as provided under subsection (b) below, the safe harbor
     allocation condition is the only allocation condition that may be used
     under the Standardized Agreement.

     (B) APPLICATION OF LAST DAY OF EMPLOYMENT RULE FOR MONEY PURCHASE AND
     TARGET BENEFIT PLANS IN YEAR OF TERMINATION. The Employer may elect under
     Part 4, #15.c. of the money purchase or target benefit plan Nonstandardized
     Agreement to require an Eligible Participant to be employed on the last day
     of the Plan Year to receive an Employer Contribution under the Plan.
     Regardless of whether the Employer elects to apply a last day of employment
     condition under the money purchase or target benefit plan Agreement, in any
     Plan Year during which a money purchase or target benefit Plan is
     terminated, the last day of employment condition applies. Any unallocated
     forfeitures under the Plan will be allocated in accordance with the
     contribution formula designated under Part 4 of the Agreement to each
     Eligible Participant who completes at least one Hour of Service during the
     Plan Year.

     (C) ELAPSED TIME METHOD. The Employer may elect under Part 4, #15.e. of the
     Nonstandardized Agreement [Part 4B, #19.e. and Part 4C, #24.e. of the
     Nonstandardized 401(k) Agreement] to apply the allocation conditions using
     the Elapsed Time Method. Under the Elapsed Time Method, instead of
     requiring the completion of a specified number of Hours of Service, the
     Employer may require an Employee to be employed with the Employer for a
     specified number of consecutive days.

          (1) SAFE HARBOR ALLOCATION CONDITION. The Employer may elect under
          Part 4, #15.e.(1) of the Agreement [Part 4B, #19.e.(1) and/or Part 4C,
          #24.e.(1) of the Nonstandardized 401(k) Agreement] to apply the safe
          harbor allocation condition (as described in subsection (a) above)
          using the Elapsed Time Method. Under the safe harbor Elapsed Time
          Method, a Participant who terminates employment with less than a
          specified number of consecutive days of employment (not more than 91
          days) during the Plan Year will not be entitled to an allocation of
          the designated Employer Contributions. The use of the safe harbor
          allocation condition under the Elapsed Time Method provides the same
          protection from coverage as described in subsection (a) above.

          (2) SERVICE CONDITION. Alternatively, the Employer may elect under
          Part 4, #15.e.(2) of the Nonstandardized Agreement [Part 4B, #19.e.(2)
          and/or Part 4C, #24.e.(2) of the Nonstandardized 401(k) Agreement] to
          require an Employee to complete a specified number of consecutive days
          of employment (not exceeding 182) to receive an allocation of the
          designated Employer Contributions.

     (D) SPECIAL ALLOCATION CONDITION FOR EMPLOYER MATCHING CONTRIBUTIONS UNDER
     NONSTANDARDIZED 401(K) AGREEMENT. The Employer may elect under Part 4B,
     #19.f. of the Nonstandardized 401(k) Agreement to require as a condition
     for receiving an Employer Matching Contribution that a Participant not
     withdraw the underlying applicable contributions being matched prior to the
     end of the period for which the Employer Matching Contribution is being
     made. Thus, for example, if the Employer elects under Part 4B, #17.a. of
     the Nonstandardized 401(k) Agreement to apply the matching contribution
     formula on the basis of the Plan Year quarter, a Participant would not be
     entitled to an Employer Matching Contribution with respect to any
     applicable contributions contributed during a Plan Year quarter to the
     extent such applicable contributions are withdrawn prior to the end of the
     Plan Year quarter during which they are contributed. A Participant could
     take a distribution of applicable contributions that were contributed for a
     prior period without losing eligibility for a current Employer Matching
     Contribution. This subsection (d) will not prevent a Participant from
     receiving an Employer Matching Contribution merely because the Participant
     takes a loan (as permitted under Article 14) from matched contributions.

     (E) APPLICATION TO DESIGNATED PERIOD. The Employer may elect under Part 4,
     #15.f. of the Nonstandardized Agreement [Part 4B, #19.g. and Part 4C,
     #24.f. of the Nonstandardized 401(k) Agreement] to apply any allocation
     condition(s) selected under the Agreement on the basis of the period
     designated under Part 4, #14.a.(1) of the Nonstandardized Agreement [Part
     4B, #17.a. or Part 4C, #23.a.(1) of the Nonstandardized 401(k) Agreement].
     If this subsection (e) applies to any allocation condition(s) under the
     Plan, the following procedural rules apply. (This subsection (e) does not
     apply to the target benefit plan Agreement. See subsection (3) for rules
     applicable to the Standardized Agreements.)

          (1) LAST DAY OF EMPLOYMENT REQUIREMENT. If the Employer elects under
          Part 4, #15.f. of the Nonstandardized Agreement [Part 4B, #19.g. or
          Part 4C, #24.f. of the Nonstandardized 401(k) Agreement] to apply the
          allocation conditions on the basis of designated periods and the
          Employer elects to apply a last day of employment condition under Part
          4, #15.c. of the Nonstandardized Agreement [Part 4B, #19.c. or Part
          4C, #24.c. of the Nonstandardized 401(k) Agreement], an Eligible
          Participant will be entitled to receive an allocation of Employer
          Contributions for the period designated under Part 4, #14.a.(1) of the
          Nonstandardized Agreement [Part 4B, #17.a. or Part 4C, #23.a.(1) of
          the Nonstandardized 401(k) Agreement] only if the Eligible Participant
          is employed with the Employer on the last day of such period. If an
          Eligible Participant terminates employment prior to end of the
          designated period, no Employer Contribution will be allocated to that
          Eligible Participant for such period. Nothing in this subsection (1)
          will cause an Eligible Participant to lose Employer Contributions that
          were allocated for a period prior to the period in which the
          individual terminates employment.

          (2) HOURS OF SERVICE CONDITION. If the Employer elects to apply the
          allocation conditions on the basis of specified periods under Part 4,
          #15.f. of the Agreement [Part 4B, #19.g. or Part 4C, #24.f. of the
          Nonstandardized 401(k) Agreement], and elects to apply an Hours of
          Service condition under Part 4, #15.d. of the Nonstandardized
          Agreement [Part 4B, #19.d. or Part 4C, #24.d. of the Nonstandardized
          401(k) Agreement], an Eligible Participant will be entitled to receive
          an allocation of Employer Contributions for the period designated
          under Part 4, #14.a.(1) of the Nonstandardized Agreement [Part 4B,
          #17.a. or Part 4C, #23.a.(1) of the Nonstandardized 401(k) Agreement]
          only if the Eligible Participant completes the required Hours of
          Service before the last day of such period. In applying the fractional
          method under subsection (i) or the period-by-period method under
          subsection (ii), an Eligible Participant who completes a sufficient
          number of Hours of Service for the Plan Year to earn a Year of Service
          under the Plan will be entitled to a full contribution for the Plan
          Year, as if the Eligible Participant satisfied the Hours of Service
          condition for each designated period. A catch-up contribution may be
          required for such Participants.

               (I) FRACTIONAL METHOD. The Employer may elect under Part 4,
               #15.f.(1) of the Nonstandardized Agreement [Part 4B, #19.g.(1) or
               Part 4C, #24.f.(1) of the Nonstandardized 401(k) Agreement] to
               apply the Hours of Service condition on the basis of specified
               period using the fractional method. Under the fractional method,
               the required Hours of Service for any period are determined by
               multiplying the Hours of Service required under Part 4, #15.d. of
               the Nonstandardized Agreement [Part 4B, #19.d. or Part 4C, #24.d.
               of the Nonstandardized 401(k) Agreement] by a fraction, the
               numerator of which is the total number of periods completed
               during the Plan Year (including the current period) and the
               denominator of which is the total number of periods during the
               Plan Year. Thus, for example, if the Employer applies a 1,000
               Hours of Service condition to receive an Employer Matching
               Contribution and elects to apply such condition on the basis of
               Plan Year quarters, an Eligible Participant would have to
               complete 250 Hours of Service by the end of the first Plan Year
               quarter [1/4 x 1,000], 500 Hours of Service by the end of the
               second Plan Year quarter [2/4 x 1,000], 750 Hours of Service by
               the end of the third Plan Year quarter [3/4 x 1,000] and 1,000
               Hours of Service by the end of the Plan Year [4/4 x 1,000] to
               receive an allocation of the Employer Matching Contribution for
               such period. If an Eligible Participant does not complete the
               required Hours of Service for any period during the Plan Year, no
               Employer Contribution will be allocated to that Eligible
               Participant for such period. However, if an Eligible Participant
               completes the required Hours of Service under Part 4, #15.d. for
               the Plan Year, such Participant will receive a full contribution
               for the Plan Year as if the Participant satisfied the Hours of
               Service conditions for each period during the year. Nothing in
               this subsection (i) will cause an Eligible Participant to lose
               Employer Contributions that were allocated for a period during
               which the Eligible Participant completed the required Hours of
               Service for such period.


20

<PAGE>

          (II) PERIOD-BY-PERIOD METHOD. The Employer may elect under Part 4,
          #15.f.(2) of the Nonstandardized Agreement [Part 4B, #19.g.(2) or Part
          4C, #24.f.(2) of the Nonstandardized 401(k) Agreement] to apply the
          Hours of Service condition on the basis of specified period using the
          period-by-period method. Under the period-by-period method, the
          required Hours of Service for any period are determined separately for
          such period. The Hours of Service required for any specific period are
          determined by multiplying the Hours of Service required under Part 4,
          #15.d. of the Nonstandardized Agreement [Part 4B, #19.d. or Part 4C,
          #24.d. of the Nonstandardized 401(k) Agreement] by a fraction, the
          numerator of which is one (1) and the denominator of which is the
          total number of periods during the Plan Year. Thus, for example, if
          the Employer applies a 1,000 Hours of Service condition to receive an
          Employer Matching Contribution and elects to apply such condition on
          the basis of Plan Year quarters, an Eligible Participant would have to
          complete 250 Hours of Service in each Plan Year quarter [1/4 x 1,000]
          to receive an allocation of the Employer Matching Contribution for
          such period. If an Eligible Participant does not complete the required
          Hours of Service for any period during the Plan Year, no Employer
          Contribution will be allocated to that Eligible Participant for such
          period. However, if an Eligible Participant completes the required
          Hours of Service under Part 4, #15.d. for the Plan Year, such
          Participant will receive a full contribution for the Plan Year as if
          the Participant satisfied the Hours of Service conditions for each
          period during the year. Nothing in this subsection (ii) will cause an
          Eligible Participant to lose Employer Contributions that were
          allocated for a period during which the Eligible Participant completed
          the required Hours of Service for such period.

     (3) SAFE HARBOR ALLOCATION CONDITION. If the Employer elects to apply the
     allocation conditions on the basis of specified periods under Part 4,
     #15.f. of the Nonstandardized Agreement [Part 4B, #19.g. or Part 4C, #24.f.
     of the Nonstandardized 401(k) Agreement] and elects to apply the safe
     harbor allocation condition under Part 4, #15.b. of the Nonstandardized
     Agreement [Part 4B, #19.b. or Part 4C, #24.b. of the Nonstandardized 401(k)
     Agreement], the rules under subsection

     (1) above will apply, without regard to the rules under subsection

     (2) above. Thus, an Eligible Employee who terminates during a period
     designated under Part 4, #14.a.(1) of the Nonstandardized Agreement [Part
     4B, #17.a. or Part 4C, #23.a.(1) of the Nonstandardized 401(k) Agreement]
     will not receive an allocation of Employer Contributions for such period if
     the Eligible Participant has not completed the Hours of Service designated
     under Part 4, #15.b. of the Nonstandardized Agreement [Part 4B, #19.b. or
     Part 4C, #24.b. of the Nonstandardized 401(k) Agreement]. Nothing in this
     subsection (3) will cause an Eligible Participant to lose Employer
     Contributions that were allocated for a period prior to the period in which
     the individual terminates employment. (This subsection (3) also applies if
     the Employer elects to apply the safe harbor allocation condition on the
     basis of specified periods under Part 4, #15.c. of the Standardized
     Agreement [Part 4B, #19.c. or Part 4C, #22.c. of the Standardized 401(k)
     Agreement].)

     (4) ELAPSED TIME METHOD. The election to apply the allocation conditions on
     the basis of specified periods does not apply to the extent the Elapsed
     Time Method applies under Part 4, #15.e. of the Nonstandardized Agreement
     [Part 4B, #19.e. or Part 4C, #24.e. of the Nonstandardized 401(k)
     Agreement]. If an Employer elects to apply the allocation conditions on the
     basis of specified periods and elects to apply the Elapsed Time Method, an
     Eligible Employee will be entitled to an allocation of Employer
     Contributions if such Eligible Participant is employed as of the last day
     of such period, without regard to the number of consecutive days in such
     period. Thus, in effect, the Elapsed Time Method will only apply to prevent
     an allocation of Employer Contributions for the last designated period in
     the Plan Year, if the Eligible Participant has not completed the
     consecutive days required under Part 4, #15.e. of the Nonstandardized
     Agreement [Part 4B, #19.e. or Part 4C, #24.e. of the Nonstandardized 401(k)
     Agreement] by the end of the Plan Year. The last day of employment rules
     subsection (1) above still may apply (to the extent applicable) for periods
     during which the Eligible Participant terminates employment.

2.7  FAIL-SAFE COVERAGE PROVISION. If the Employer has elected to apply a last
     day of the Plan Year allocation condition and/or an Hours of Service
     allocation condition under a Nonstandardized Agreement, the Employer may
     elect under Part 13, #56 of the Nonstandardized Agreement [Part 13, #74 of
     the Nonstandardized 401(k) Agreement] to apply the Fail-Safe Coverage
     Provision. Under the Fail-Safe Coverage Provision, if the Plan fails to
     satisfy the ratio percentage coverage requirements under Code Section
     410(b) for a Plan Year due to the application of a last day of the Plan
     Year allocation condition and/or an Hours of Service allocation condition,
     such allocation condition(s) will be automatically eliminated for the Plan
     Year for certain otherwise Eligible Participants, under the process
     described in subsections (a) through (d) below, until enough Eligible
     Participants are benefiting under the Plan so that the ratio percentage
     test of Treasury Regulation Section 1.410(b)-2(b)(2) is satisfied.

     If the Employer elects to have the Fail-Safe Coverage Provision apply, such
     provision automatically applies for any Plan Year for which the Plan does
     not satisfy the ratio percentage coverage test under Code Section 410(b).
     (Except as provided in the following paragraph, the Plan may not use the
     average benefits test to comply with the minimum coverage requirements if
     the FailSafe Coverage Provision is elected.) The Plan satisfies the ratio
     percentage test if the percentage of the Nonhighly Compensated Employees
     under the Plan is at least 70% of the percentage of the Highly Compensated
     Employees who benefit under the Plan. An Employee is benefiting for this
     purpose only if he/she actually receives an allocation of Employer
     Contributions or forfeitures or, if testing coverage of a 401(m)
     arrangement (i.e., a Plan that provides for Employer Matching Contributions
     and/or Employee After-Tax Contributions), the Employee would receive an
     allocation of Employer Matching Contributions by making the necessary
     contributions or the Employee is eligible to make Employee After-Tax
     Contributions. To determine the percentage of Nonhighly Compensated
     Employees or Highly Compensated Employees who are benefiting, the following
     Employees are excluded for purposes of applying the ratio percentage test:
     (i) Employees who have not satisfied the Plan's minimum age and service
     conditions under Section 1.4; (ii) Nonresident Alien Employees; (iii) Union
     Employees; and (iv) Employees who terminate employment during the Plan Year
     with less than 501 Hours of Service and do not benefit under the Plan.

     Under the Fail-Safe Coverage Provision, certain otherwise Eligible
     Participants who are not benefiting for the Plan Year as a result of a last
     day of the Plan Year allocation condition or an Hours of Service allocation
     condition will participate under the Plan based on whether such
     Participants are Category 1 Employees or Category 2 Employees.
     Alternatively, the Employer may elect under Part 13, #56.b.(2) of the
     Nonstandardized Agreement [Part 13, #74.b.(2) of the Nonstandardized 401(k)
     Agreement] to apply the special Fail-Safe Coverage Provision described in
     (d) below which eliminates the allocation conditions for otherwise Eligible
     Participants with the lowest Included Compensation. If after applying the
     Fail-Safe Coverage Provision, the Plan does not satisfy the ratio
     percentage coverage test, the Fail-Safe Coverage Provision does not apply,
     and the Plan may use any other available method (including the average
     benefit test) to satisfy the minimum coverage requirements under Code
     Section 410(b).

     (A) TOP-HEAVY PLANS. Unless provided otherwise under Part 13, #56.b.(1) of
     the Nonstandardized Agreement [Part 13, #74.b.(1) of the Nonstandardized
     401(k) Agreement], if the Plan is a Top-Heavy Plan, the Hours of Service
     allocation condition will be eliminated for all Non-Key Employees who are
     Nonhighly Compensated Employees, prior to applying the Fail-Safe Coverage
     Provisions under subsections (b) and (c) or (d) below.

     (B) CATEGORY 1 EMPLOYEES -- OTHERWISE ELIGIBLE PARTICIPANTS (WHO ARE
     NONHIGHLY COMPENSATED EMPLOYEES) WHO ARE STILL EMPLOYED BY THE EMPLOYER ON
     THE LAST DAY OF THE PLAN YEAR BUT WHO FAILED TO SATISFY THE PLAN'S HOURS OF
     SERVICE CONDITION. The Hours of Service allocation condition will be
     eliminated for Category 1 Employees (who did not receive an allocation
     under the Plan due to the Hours of Service allocation condition) beginning
     with the Category 1 Employee(s) credited with the most Hours of Service for
     the Plan Year and continuing with the Category 1 Employee(s) with the next
     most Hours of Service until the ratio percentage test is satisfied. If two
     or more Category 1 Employees have the same number of Hours of Service, the
     allocation condition will be eliminated for those Category 1 Employees
     starting with the Category 1 Employee(s) with the lowest Included
     Compensation. If the Plan still fails to satisfy the ratio percentage test
     after all Category 1 Employees receive an allocation, the Plan proceeds to
     Category 2 Employees.

     (C) CATEGORY 2 EMPLOYEES -- OTHERWISE ELIGIBLE PARTICIPANTS (WHO ARE
     NONHIGHLY COMPENSATED EMPLOYEES) WHO TERMINATED EMPLOYMENT DURING THE PLAN
     YEAR WITH MORE THAN 500 HOURS OF SERVICE. The last day of the Plan Year
     allocation condition will then be eliminated for Category 2 Employees (who
     did not receive an allocation under the Plan due to the last day of the
     Plan Year allocation condition) beginning with the Category 2 Employee(s)
     who terminated employment closest to the last day of the Plan Year and
     continuing with the Category 2 Employee(s) with a termination of employment
     date that is next closest to the last day of the Plan Year until the ratio
     percentage test is satisfied. If two or more Category 2 Employees terminate
     employment on the same day, the allocation condition will be eliminated for
     those Category 2 Employees starting with the Category 2 Employee(s) with
     the lowest Included Compensation.

     (D) SPECIAL FAIL-SAFE COVERAGE PROVISION. Instead of applying the Fail-Safe
     Coverage Provision based on Category 1 and Category 2 Employees, the
     Employer may elect under Part 13, #56.b.(2) of the Nonstandardized
     Agreement [Part 13, #74.b.(2) of the Nonstandardized 401(k) Agreement] to
     eliminate the allocation conditions beginning with the otherwise Eligible
     Participant(s) (who are Nonhighly Compensated Employees and who did not
     terminate employment during the Plan Year with 500 Hours of Service or
     less) with the lowest Included Compensation and continuing with such
     otherwise Eligible Participants with the next lowest Included Compensation


                                                                              21

<PAGE>

     until the ratio percentage test is satisfied. If two or more otherwise
     Eligible Participants have the same Included Compensation, the allocation
     conditions will be eliminated for all such individuals.

2.8  DEDUCTIBLE EMPLOYEE CONTRIBUTIONS. The Plan Administrator will not accept
     deductible employee contributions that are made for a taxable year
     beginning after December 31, 1986. Contributions made prior to that date
     will be maintained in a separate Account which will be nonforfeitable at
     all times. The Account will share in the gains and losses under the Plan in
     the same manner as described in Section 13.4. No part of the deductible
     voluntary contribution Account will be used to purchase life insurance.
     Subject to the Joint and Survivor Annuity requirements under Article 9 (if
     applicable), the Participant may withdraw any part of the deductible
     voluntary contribution Account by making a written application to the Plan
     Administrator.

ARTICLE 3 EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS

This Article provides the rules regarding Employee After-Tax Contributions,
Rollover Contributions and transfers that may be made under this Plan. The
Trustee has the authority under Article 12 to accept Rollover Contributions
under this Plan and to enter into transfer agreements concerning the transfer of
assets from another qualified retirement plan to this Plan, if so directed by
the Plan Administrator.

3.1  EMPLOYEE AFTER-TAX CONTRIBUTIONS. The Employer may elect under Part 4D of
     the Nonstandardized 401(k) Agreement to allow Eligible Participants to make
     Employee After-Tax Contributions under the Plan. Employee After-Tax
     Contributions may only be made under the Nonstandardized 401(k) Agreement.
     Any Employee After-Tax Contributions made under this Plan are subject to
     the ACP Test outlined in Section 17.3. (Nothing under this Section
     precludes the holding of Employee After-Tax Contributions under a profit
     sharing plan or money purchase plan that were made prior to the adoption of
     this Prototype Plan.)

     The Employer may elect under Part 4D, #25 of the Nonstandardized 401(k)
     Agreement to impose a limit on the maximum amount of Included Compensation
     an Eligible Participant may contribute as an Employee AfterTax
     Contribution. The Employer may also elect under Part 4D, #26 of the
     Nonstandardized 401(k) Agreement to impose a minimum amount that an
     Eligible Participant may contribute to the Plan during any payroll period.

     Employee After-Tax Contributions must be held in the Participant's Employee
     After-Tax Contribution Account, which is always 100% vested. A Participant
     may withdraw amounts from his/her Employee After-Tax Contribution Account
     at any time, in accordance with the distribution rules under Section
     8.5(a), except as prohibited under Part 10 of the Agreement. No forfeitures
     will occur solely as a result of an Employee's withdrawal of Employee
     AfterTax Contributions.

3.2  ROLLOVER CONTRIBUTIONS. An Employee may make a Rollover Contribution to
     this Plan from another "qualified retirement plan" or from a "conduit IRA,"
     if the acceptance of rollovers is permitted under Part 12 of the Agreement
     or if the Plan Administrator adopts administrative procedures regarding the
     acceptance of Rollover Contributions. Any Rollover Contribution an Employee
     makes to this Plan will be held in the Employee's Rollover Contribution
     Account, which is always 100% vested. A Participant may withdraw amounts
     from his/her Rollover Contribution Account at any time, in accordance with
     the distribution rules under Section 8.5(a), except as prohibited under
     Part 10 of the Agreement.

     For purposes of this Section 3.2, a "qualified retirement plan" is any tax
     qualified retirement plan under Code Section 401(a) or any other plan from
     which distributions are eligible to be rolled over into this Plan pursuant
     to the Code, regulations or other IRS guidance. A "conduit IRA" is an IRA
     that holds only assets that have been properly rolled over to that IRA from
     a qualified retirement plan under Code Section 401(a). To qualify as a
     Rollover Contribution under this Section, the Rollover Contribution must be
     transferred directly from the qualified retirement plan or conduit IRA in a
     Direct Rollover or must be transferred to the Plan by the Employee within
     sixty (60) days following receipt of the amounts from the qualified plan or
     conduit IRA.

     If Rollover Contributions are permitted, an Employee may make a Rollover
     Contribution to the Plan even if the Employee is not an Eligible
     Participant with respect to any or all other contributions under the Plan,
     unless otherwise prohibited under separate administrative procedures
     adopted by the Plan Administrator. An Employee who makes a Rollover
     Contribution to this Plan prior to becoming an Eligible Participant shall
     be treated as a Participant only with respect to such Rollover Contribution
     Account, but shall not be treated as an Eligible Participant until he/she
     otherwise satisfies the eligibility conditions under the Plan.

     The Plan Administrator may refuse to accept a Rollover Contribution if the
     Plan Administrator reasonably believes the Rollover Contribution (a) is not
     being made from a proper plan or conduit IRA; (b) is not being made within
     sixty (60) days from receipt of the amounts from a qualified retirement
     plan or conduit IRA; (c) could jeopardize the tax-exempt status of the
     Plan; or (d) could create adverse tax consequences for the Plan or the
     Employer. Prior to accepting a Rollover Contribution, the Plan
     Administrator may require the Employee to provide satisfactory evidence
     establishing that the Rollover Contribution meets the requirements of this
     Section.

     The Plan Administrator may apply different conditions for accepting
     Rollover Contributions from qualified retirement plans and conduit IRAs.
     Any conditions on Rollover Contributions must be applied uniformly to all
     Employees under the Plan.

3.3  TRANSFER OF ASSETS. The Plan Administrator may direct the Trustee to accept
     a transfer of assets from another qualified retirement plan on behalf of
     any Employee, even if such Employee is not eligible to receive other
     contributions under the Plan. If a transfer of assets is made on behalf of
     an Employee prior to the Employee's becoming an Eligible Participant, the
     Employee shall be treated as a Participant for all purposes with respect to
     such transferred amount. Any assets transferred to this Plan from another
     plan must be accompanied by written instructions designating the name of
     each Employee for whose benefit such amounts are being transferred, the
     current value of such assets, and the sources from which such amounts are
     derived. The Plan Administrator will deposit any transferred assets in the
     appropriate Participant's Transfer Account. The Transfer Account will
     contain any subAccounts necessary to separately track the sources of the
     transferred assets. Each sub-Account will be treated in the same manner as
     the corresponding Plan Account.

     The Plan Administrator may direct the Trustee to accept a transfer of
     assets from another qualified plan of the Employer in order to comply with
     the qualified replacement plan requirements under Code Section 4980(d)
     (relating to the excise tax on reversions from a qualified plan) without
     affecting the status of this Plan as a Prototype Plan. A transfer made
     pursuant to Code Section 4980(d) will be allocated as Employer
     Contributions either in the Plan Year in which the transfer occurs, or over
     a period of Plan Years (not exceeding the maximum period permitted under
     Code Section 4980(d)), as provided in the applicable transfer agreement. To
     the extent a transfer described in this paragraph is not totally allocable
     in the Plan Year in which the transfer occurs, the portion which is not
     allocable will be credited to a suspense account until allocated in
     accordance with the transfer agreement.

     The Plan Administrator may refuse to accept a transfer of assets if the
     Plan Administrator reasonably believes the transfer (a) is not being made
     from a proper qualified plan; (b) could jeopardize the tax-exempt status of
     the Plan; or (c) could create adverse tax consequences for the Plan or the
     Employer. Prior to accepting a transfer of assets, the Plan Administrator
     may require evidence documenting that the transfer of assets meets the
     requirements of this Section. The Trustee will have no responsibility to
     determine whether the transfer of assets meets the requirements of this
     Section; to verify the correctness of the amount and type of assets being
     transferred to the Plan; or to perform any due diligence review with
     respect to such transfer.

     (A) PROTECTION OF PROTECTED BENEFITS. Except in the case of a Qualified
     Transfer (as defined in subsection (d) below), a transfer of assets is
     initiated at the Plan level and does not require Participant or spousal
     consent. If the Plan Administrator directs the Trustee to accept a transfer
     of assets to this Plan, the Participant on whose behalf the transfer is
     made retains all Protected Benefits that applied to such transferred assets
     under the transferor plan.

     (B) TRANSFEREE PLAN. Except in the case of a Qualified Transfer (as defined
     in subsection (d)), if the Plan Administrator directs the Trustee to accept
     a transfer of assets from another plan which is subject to the Joint and
     Survivor Annuity requirements under Code Section 401(a)(11), the amounts so
     transferred continue to be subject to such requirements, as provided in
     Article 9. If this Plan is not otherwise subject to the Qualified Joint and
     Survivor Annuity requirements (as determined under Part 11, #41.a. of the
     Agreement [Part 11, #59.a. of the 401(k) Agreement]), the Qualified Joint
     and Survivor Annuity requirements apply only to the amounts under the
     Transfer Account which are attributable to the amounts which were subject
     to the Qualified Joint and Survivor Annuity requirements under the
     transferor plan. The Employer may override this default rule by checking
     Part 11, #41.b. of the Agreement [Part 11, #59.b. of the 401(k) Agreement]
     thereby subjecting the entire Plan to the Qualified Joint and Survivor
     Annuity Requirements.

     (C) TRANSFERS FROM A DEFINED BENEFIT PLAN, MONEY PURCHASE PLAN OR 401(K)
     PLAN.

          (1) DEFINED BENEFIT PLAN. The Plan Administrator will not direct the
          Trustee to accept a transfer of assets from a Defined Benefit Plan
          unless such transfer qualifies as a Qualified Transfer (as defined in
          subsection (d) below) or the assets transferred from the Defined
          Benefit Plan are in the form of paid-up annuity contracts which
          protect all the Participant's Protected Benefits under the Defined
          Benefit Plan. (However, see the special rule under the second
          paragraph of Section 3.3 above regarding transfers authorized under
          Code Section 4980(d).)

          (2) MONEY PURCHASE PLAN. If this Plan is a profit sharing plan or a
          401(k) plan and the Plan Administrator directs the Trustee to accept a
          transfer of assets from a money purchase plan (other than as a
          Qualified Transfer as defined in subsection (d) below), the amounts


22

<PAGE>

          transferred (and any gains attributable to such transferred amounts)
          continue to be subject to the distribution restrictions applicable to
          money purchase plan assets under the transferor plan. Such amounts may
          not be distributed for reasons other than death, disability,
          attainment of Normal Retirement Age or termination of employment,
          regardless of any distribution provisions under this Plan that would
          otherwise permit a distribution prior to such events.

          (3) 401(K) PLAN. If the Plan Administrator directs the Trustee to
          accept a transfer of Section 401(k) Deferrals, QMACs, QNECs or Safe
          Harbor Contributions from a 401(k) plan, such amounts retain their
          character under this Plan and such amounts (including any allocable
          gains or losses) remain subject to the distribution restrictions
          applicable to such amounts under the Code.

     (D) QUALIFIED TRANSFER. The Plan may eliminate certain Protected Benefits
     (as provided under subsection (3) below) related to plan assets that are
     received in a Qualified Transfer from another plan. A Qualified Transfer is
     a plan-to-plan transfer of a Participant's benefits that meets the
     requirements under subsection (1) or (2) below.

          (1) ELECTIVE TRANSFER. A plan-to-plan transfer of a Participant's
          benefits from another qualified plan is a Qualified Transfer if such
          transfer satisfies the following requirements.

               (i) The Participant must have the right to receive an immediate
               distribution of his/her benefits under the transferor plan at the
               time of the Qualified Transfer. For transfers that occur on or
               after January 1, 2002, the Participant must not be eligible at
               the time of the Qualified Transfer to take an immediate
               distribution of his/her entire benefit in a form that would be
               entirely eligible for a Direct Rollover.

               (ii) The Participant on whose behalf benefits are being
               transferred must make a voluntary, fully informed election to
               transfer his/her benefits to this Plan.

               (iii) The Participant must be provided an opportunity to retain
               the Protected Benefits under the transferor plan. This
               requirement is satisfied if the Participant is given the option
               to receive an annuity that protects all Protected Benefits under
               the transferor plan or the option of leaving his/her benefits in
               the transferor plan.

               (iv) The Participant's spouse must consent to the Qualified
               Transfer if the transferor plan is subject to the Joint and
               Survivor Annuity requirements under Article 9. The spouse's
               consent must satisfy the requirements for a Qualified Election
               under Section 9.4(d).

               (v) The amount transferred (along with any contemporaneous Direct
               Rollover) must not be less than the value of the Participant's
               vested benefit under the transferor plan.

               (vi) The Participant must be fully vested in the transferred
               benefit.

          (2) TRANSFER UPON SPECIFIED EVENTS. For transfers that occur on or
          after September 6, 2000, a plan-to-plan transfer of a Participant's
          entire benefit (other than amounts the Plan accepts as a Direct
          Rollover) from another Defined Contribution Plan that is made in
          connection with an asset or stock acquisition, merger or other similar
          transaction involving a change in the Employer or is made in
          connection with a Participant's change in employment status that
          causes the Participant to become ineligible for additional allocations
          under the transferor plan, is a Qualified Transfer if such transfer
          satisfies the following requirements:

               (i) The Participant need not be eligible for an immediate
               distribution of his/her benefits under the transferor plan.

               (ii) The Participant on whose behalf benefits are being
               transferred must make a voluntary, fully informed election to
               transfer his/her benefits to this Plan.

               (iii) The Participant must be provided an opportunity to retain
               the Protected Benefits under the transferor plan. This
               requirement is satisfied if the Participant is given the option
               to receive an annuity that protects all Protected Benefits under
               the transferor plan or the option of leaving his/her benefits in
               the transferor plan.

               (iv) The benefits must be transferred between plans of the same
               type. To satisfy this requirement, the transfer must satisfy the
               following requirements.

                    (A) To accept a Qualified Transfer under this subsection (2)
                    from a money purchase plan, this Plan also must be a money
                    purchase plan.

                    (B) To accept a Qualified Transfer under this subsection (2)
                    from a 401(k) plan, this Plan also must be a 401(k) plan.

                    (C) To accept a Qualified Transfer under this subsection (2)
                    from a profit sharing plan, this Plan may be any type of
                    Defined Contribution Plan.

          (3) TREATMENT OF QUALIFIED TRANSFER.

               (I) ROLLOVER CONTRIBUTION ACCOUNT. If the Plan Administrator
               directs the Trustee to accept on behalf of a Participant a
               transfer of assets that qualifies as a Qualified Transfer, the
               Plan Administrator will treat such amounts as a Rollover
               Contribution and will deposit such amounts in the Participant's
               Rollover Contribution Account. A Qualified Transfer may include
               benefits derived from Employee After-Tax Contributions.

               (II) ELIMINATION OF PROTECTED BENEFITS. If the Plan accepts a
               Qualified Transfer, the Plan does not have to protect any
               Protected Benefits derived from the transferor plan. However, if
               the Plan accepts a Qualified Transfer that meets the requirements
               for a transfer under subsection (2) above, the Plan must continue
               to protect the QJSA benefit if the transferor plan is subject to
               the QJSA requirements.

     (E) TRUSTEE'S RIGHT TO REFUSE TRANSFER. If the assets to be transferred to
     the Plan under this Section 3.3 are not susceptible to proper valuation and
     identification or are of such a nature that their valuation is incompatible
     with other Plan assets, the Trustee may refuse to accept the transfer of
     all or any specific asset, or may condition acceptance of the assets on the
     sale or disposition of any specific asset.

ARTICLE 4 PARTICIPANT VESTING

This Article contains the rules for determining the vested (nonforfeitable)
amount of a Participant's Account Balance under the Plan. Part 6 of the
Agreement contains specific elections for applying these vesting rules. Part 7
of the Agreement contains special service crediting elections to override the
default provisions under this Article.

4.1  IN GENERAL. A Participant's vested interest in his/her Employer
     Contribution Account and Employer Matching Contribution Account is
     determined based on the vesting schedule elected in Part 6 of the
     Agreement. A Participant is always fully vested in his/her Section 401(k)
     Deferral Account, Employee After-Tax Contribution Account, QNEC Account,
     QMAC Account, Safe Harbor Nonelective Contribution Account, Safe Harbor
     Matching Contribution Account and Rollover Contribution Account.

     (A) ATTAINMENT OF NORMAL RETIREMENT AGE. Regardless of the Plan's vesting
     schedule, a Participant's right to his/her Account Balance is fully vested
     upon the date he/she attains Normal Retirement Age, provided the
     Participant is an Employee on or after such date.

     (B) VESTING UPON DEATH, BECOMING DISABLED OR ATTAINMENT OF EARLY RETIREMENT
     AGE. If elected by the Employer in Part 6, #21 of the Agreement [Part 6,
     #39 of the 401(k) Agreement], a Participant will become fully vested in
     his/her Account Balance if the Participant dies, becomes Disabled or
     attains Early Retirement Age while employed by the Employer.

     (C) ADDITION OF EMPLOYER NONELECTIVE CONTRIBUTION OR EMPLOYER MATCHING
     CONTRIBUTION. If the Plan is a Safe Harbor 401(k) Plan as defined in
     Section 17.6, all amounts allocated to the Participant's Safe Harbor
     Nonelective Contribution Account and/or Safe Harbor Matching Contribution
     Account are always 100% vested. If a Safe Harbor 401(k) Plan is amended to
     add a regular Employer Nonelective Contribution or Employer Matching
     Contribution, a Participant's vested interest in such amounts is determined
     in accordance with the vesting schedule selected under Part 6 of the
     Agreement. The addition of a vesting schedule under Part 6 for such
     contributions is not considered an amendment of the vesting schedule under
     Section 4.7 below merely because the Participant was fully vested in
     his/her Safe Harbor Nonelective Contribution Account or Safe Harbor
     Matching Contribution Account.

     (D) VESTING UPON MERGER, CONSOLIDATION OR TRANSFER. No accelerated vesting
     will be required solely because a Defined Contribution Plan is merged with
     another Defined Contribution Plan, or because assets are transferred from a
     Defined Contribution Plan to another Defined Contribution Plan. Thus, for
     example, Participants will not automatically become 100% vested in their
     Employer Contribution Account(s) solely on account of a merger of a money
     purchase plan with a profit sharing or 401(k) Plan or a transfer of assets
     between such Plans. (See Section 18.3 for the benefits that must be
     protected as a result of a merger, consolidation or transfer.)

4.2  VESTING SCHEDULES. The Plan's vesting schedule will determine an Employee's
     vested percentage in his/her Employer Contribution Account and/or Employer
     Matching Contribution Account. The vested portion of a Participant's
     Employer Contribution Account and/or Employer Matching Contribution Account
     is determined by multiplying the Participant's vesting percentage
     determined under the applicable vesting schedule by the total amount under
     the applicable Account.

     The Employer must elect a normal vesting schedule and a Top-Heavy Plan
     vesting schedule under Part 6 of the Agreement. The Top-Heavy Plan vesting
     schedule will apply for any Plan Year in which the plan is a Top-Heavy
     Plan. If this Plan is a 401(k) plan, the Employer must elect a normal and
     Top-Heavy Plan vesting schedule for both Employer Nonelective Contributions
     and


                                                                              23

<PAGE>

     Employer Matching Contributions, but only to the extent such contributions
     are authorized under Part 4B and/or Part 4C of the 401(k) Agreement.

     The Employer may choose any of the following vesting schedules as the
     normal vesting schedule under Part 6 of the Agreement. For the Top-Heavy
     Plan vesting, the Employer may only choose the full and immediate, 6-year
     graded, 3-year cliff or modified vesting schedule, as described below.

     (A) FULL AND IMMEDIATE VESTING SCHEDULE. Under the full and immediate
     vesting schedule, the Participant is always 100% vested in his/her Account
     Balance.

     (B) 7-YEAR GRADED VESTING SCHEDULE. Under the 7-year graded vesting
     schedule, an Employee vests in his/her Employer Contribution Account and/or
     Employer Matching Contribution Account in the following manner:

     After 3 Years of Service -- 20% vesting
     After 4 Years of Service -- 40% vesting
     After 5 Years of Service -- 60% vesting
     After 6 Years of Service -- 80% vesting
     After 7 Years of Service -- 100% vesting

     (C) 6-YEAR GRADED VESTING SCHEDULE. Under the 6-year graded vesting
     schedule, an Employee vests in his/her Employer Contribution Account and/or
     Employer Matching Contribution Account in the following manner:

     After 2 Years of Service -- 20% vesting
     After 3 Years of Service -- 40% vesting
     After 4 Years of Service -- 60% vesting
     After 5 Years of Service -- 80% vesting
     After 6 Years of Service -- 100% vesting

     (D) 5-YEAR CLIFF VESTING SCHEDULE. Under the 5-year cliff vesting schedule,
     an Employee is 100% vested after 5 Years of Service. Prior to the fifth
     Year of Service, the vesting percentage is zero.

     (E) 3-YEAR CLIFF VESTING SCHEDULE. Under the 3-year cliff vesting schedule,
     an Employee is 100% vested after 3 Years of Service. Prior to the third
     Year of Service, the vesting percentage is zero.

     (F) MODIFIED VESTING SCHEDULE. For the normal vesting schedule, the
     Employer may elect a modified vesting schedule under which the vesting
     percentage for each Year of Service is not less than the percentage that
     would be required for each Year of Service under the 7-year graded vesting
     schedule, unless 100% vesting occurs after no more than 5 Years of Service.
     For the Top-Heavy Plan vesting schedule, the Employer may elect a modified
     vesting schedule under which the vesting percentage for each Year of
     Service is not less than the percentage that would be required for each
     Year of Service under the 6-year graded vesting schedule, unless 100%
     vesting occurs after no more than 3 Years of Service.

4.3  SHIFT TO/FROM TOP-HEAVY VESTING SCHEDULE. For a Plan Year in which the Plan
     is a Top-Heavy Plan, the Plan automatically shifts to the Top-Heavy Plan
     vesting schedule. Once a Plan uses a Top-Heavy Plan vesting schedule, that
     schedule will continue to apply for all subsequent Plan Years. The Employer
     may override this default provision under Part 6, #22 of the
     Nonstandardized Agreement [Part 6, #40 of the Nonstandardized 401(k)
     Agreement]. The rules under Section 4.7 will apply when a Plan shifts to or
     from a Top-Heavy Plan vesting schedule.

4.4  VESTING COMPUTATION PERIOD. For purposes of computing a Participant's
     vested interest in his/her Employer Contribution Account and/or Employer
     Matching Contribution Account, an Employee's Vesting Computation Period is
     the 12-month period measured on a Plan Year basis, unless the Employer
     elects under Part 7, #26 of the Agreement [Part 7, #44 of the 401(k)
     Agreement] to measure Vesting Computation Periods using Anniversary Years.
     The Employer may designate an alternative 12-month period under Part 7,
     #26.b. of the Nonstandardized Agreement [Part 7, #44.b. of the
     Nonstandardized 401(k) Agreement]. Any Vesting Computation Period
     designated under Part 7, #26.b. or #44.b., as applicable, must be a
     12-consecutive month period and must apply uniformly to all Participants.

     (A) ANNIVERSARY YEARS. If the Employer elects to measure Vesting
     Computation Periods using Anniversary Years, the Vesting Computation Period
     is the 12-month period commencing on the Employee's Employment Commencement
     Date (or Reemployment Commencement Date) and each subsequent 12-month
     period commencing on the anniversary of such date.

     (B) MEASUREMENT ON SAME VESTING COMPUTATION PERIOD. The Plan will measure
     Years of Service and Breaks in Service (if applicable) for purposes of
     vesting on the same Vesting Computation Period.

4.5  CREDITING YEARS OF SERVICE FOR VESTING PURPOSES. Unless the Employer elects
     otherwise under Part 7, #25 of the Agreement [Part 7, #43 of the 401(k)
     Agreement], an Employee will earn one Year of Service for purposes of
     applying the vesting rules if the Employee completes 1,000 Hours of Service
     with the Employer during a Vesting Computation Period. An Employee will
     receive credit for a Year of Service as of the end of the Vesting
     Computation Period, if the Employee completes the required Hours of Service
     during such period, even if the Employee is not employed for the entire
     period.

     (A) CALCULATING HOURS OF SERVICE. In calculating an Employee's Hours of
     Service for purposes of applying the vesting rules under this Article, the
     Employer will use the Actual Hours Crediting Method, unless the Employer
     elects otherwise under Part 7, #25 of the Agreement [Part 7, #43 of the
     401(k) Agreement]. (See Article 6 of this Plan for a description of the
     alternative service crediting methods.)

     (B) EXCLUDED SERVICE. Unless the Employer elects to exclude certain service
     with the Employer under Part 6, #20 of the Agreement [Part 6, #38 of the
     401(k) Agreement], all service with the Employer is counted for vesting
     purposes.

          (1) SERVICE BEFORE THE EFFECTIVE DATE OF THE PLAN. Under Part 6,
          #20.a. of the Agreement [Part 6, #38.a. of the 401(k) Agreement], the
          Employer may elect to exclude service during any period for which the
          Employer did not maintain the Plan or a Predecessor Plan. For this
          purpose, a Predecessor Plan is a qualified plan maintained by the
          Employer that is terminated within the 5-year period immediately
          preceding or following the establishment of this Plan. A Participant's
          service under a Predecessor Plan must be counted for purposes of
          determining the Participant's vested percentage under this Plan.

          (2) SERVICE BEFORE A CERTAIN AGE. Under Part 6, #20.b. of the
          Agreement [Part 6, #38.b.of the 401(k) Agreement], the Employer may
          elect to exclude service before an Employee attains a certain age. For
          this purpose, the Employer may not designate an age greater than 18.
          An Employee will be credited with a Year of Service for the Vesting
          Computation Period during which the Employee attains the requisite
          age, provided the Employee satisfies all other conditions required for
          a Year of Service.

4.6  VESTING BREAK IN SERVICE RULES. Except as provided under Section 4.5(b), in
     determining a Participant's vested percentage, a Participant is credited
     with all Years of Service earned with the Employer, subject to the
     following Break in Service rules. In applying these Break in Service rules,
     Years of Service and Breaks in Service (as defined in Section 22.27) are
     measured on the same Vesting Computation Period as defined in Section 4.4
     above.

     (A) ONE-YEAR HOLDOUT BREAK IN SERVICE. The one-year holdout Break in
     Service rule will not apply unless the Employer specifically elects in Part
     7, #27.b. of the Nonstandardized Agreement [Part 7, #45.b. of the
     Nonstandardized 401(k) Agreement] to have it apply. If the one-year holdout
     Break in Service rule is elected, an Employee who has a one-year Break in
     Service will not be credited for vesting purposes with any Years of Service
     earned before such one-year Break in Service until the Employee has
     completed a Year of Service after the one-year Break in Service. The
     one-year holdout rule does not apply under the Standardized Agreement.

     (B) FIVE-YEAR FORFEITURE BREAK IN SERVICE. In the case of a Participant who
     has five (5) consecutive one-year Breaks in Service, all Years of Service
     after such Breaks in Service will be disregarded for the purpose of vesting
     in the portion of the Participant's Employer Contribution Account and/or
     Employer Matching Contribution Account that accrued before such Breaks in
     Service, but both pre-break and post-break service will count for purposes
     of vesting in the portion of such Accounts that accrues after such breaks.
     The Participant will forfeit the nonvested portion of his/her Employer
     Contribution Account and/or Employer Matching Contribution Account accrued
     prior to incurring five consecutive Breaks in Service, in accordance with
     Section 5.3(b).

     In the case of a Participant who does not have five consecutive one-year
     Breaks in Service, all Years of Service will count in vesting both the
     prebreak and post-break Account Balance derived from Employer
     Contributions.

     (C) RULE OF PARITY BREAK IN SERVICE. This Break in Service rule applies
     only to Participants who are totally nonvested (i.e., 0% vested) in their
     Employer Contribution Account and Employer Matching Contribution Account.
     If an Employee is vested in any portion of his/her Employer Contribution
     Account or Employer Matching Contribution Account, the Rule of Parity does
     not apply. Under this Break in Service rule, if a nonvested Participant
     incurs a period of consecutive one-year Breaks in Service which equals or
     exceeds the greater of five (5) or the Participant's aggregate number of
     Years of Service with the Employer, all service earned prior to the
     consecutive Break in Service period will be disregarded and the Participant
     will be treated as a new Employee for purposes of determining vesting under
     the Plan. The Employer may elect under Part 7, #27.a. of the Agreement
     [Part 7, #45.a. of the 401(k) Agreement] not to apply the Rule of Parity
     Break in Service rule.

          (1) PREVIOUS APPLICATION OF THE RULE OF PARITY BREAK IN SERVICE RULE.
          In determining a Participant's aggregate Years of Service for purposes
          of applying the Rule of Parity Break in Service rule, any Years of
          Service otherwise disregarded under a previous application of this
          rule are not counted.

          (2) APPLICATION TO THE 401(K) AGREEMENT. The Rule of Parity Break in
          Service rule applies only to determine the individual's vesting rights
          with respect to his/her Employer Contribution Account and Employer
          Matching Contribution Account. In determining whether a Participant is
          totally nonvested for purposes of applying the Rule of Parity Break in
          Service rule, the Participant's Section 401(k) Deferral Account,


24

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          Employee After-Tax Contribution Account, QMAC Account, QNEC Account,
          Safe Harbor Nonelective Contribution Account, Safe Harbor Matching
          Contribution Account and Rollover Contribution Account are
          disregarded.

4.7  AMENDMENT OF VESTING SCHEDULE. If the Plan's vesting schedule is amended
     (or is deemed amended by an automatic change to or from a Top-Heavy Plan
     vesting schedule), each Participant with at least three (3) Years of
     Service with the Employer, as of the end of the election period described
     in the following paragraph, may elect to have his/her vested interest
     computed under the Plan without regard to such amendment or change. For
     this purpose, a Plan amendment, which in any way directly or indirectly
     affects the computation of the Participant's vested interest, is considered
     an amendment to the vesting schedule. However, the new vesting schedule
     will apply automatically to an Employee, and no election will be provided,
     if the new vesting schedule is at least as favorable to such Employee, in
     all circumstances, as the prior vesting schedule.

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

     (a) 60 days after the amendment is adopted;

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

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

     Furthermore, if the vesting schedule of the Plan is amended, in the case of
     an Employee who is a Participant as of the later of the date such amendment
     is adopted or effective, the vested percentage of such Employee's Account
     Balance derived from Employer Contributions (determined as of such date)
     will not be less than the percentage computed under the Plan without regard
     to such amendment.

4.8  SPECIAL VESTING RULE -- IN-SERVICE DISTRIBUTION WHEN ACCOUNT BALANCE LESS
     THAN 100% VESTED. If amounts are distributed from a Participant's Employer
     Contribution Account or Employer Matching Contribution Account at a time
     when the Participant's vested percentage in such amounts is less than 100%
     and the Participant may increase the vested percentage in the Account
     Balance:

     (a) A separate Account will be established for the Participant's interest
     in the Plan as of the time of the distribution, and

     (b) At any relevant time the Participant's vested portion of the separate
     Account will be equal to an amount ("X") determined by the formula:

     X = P (AB + D) - D

     Where:

          P is the vested percentage at the relevant time;

          AB is the Account Balance at the relevant time; and D is the amount of
          the distribution.

ARTICLE 5 FORFEITURES

This Article contains the rules relating to the timing and disposition of
forfeitures of the nonvested portion of a Participant's Account Balance. Part 8
of the Agreement provides elections on the allocation of forfeitures. The rules
for determining the vested portion of a Participant's Account Balance are
contained in Article 4 of this BPD.

5.1  IN GENERAL. The Plan Administrator has the responsibility to determine the
     amount of a Participant's forfeiture based on the application of the
     vesting provisions of Article 4. Until an amount is forfeited pursuant to
     this Article, nonvested amounts will be held in the Account of the
     Participant and will share in gains and losses of the Trust (as determined
     under Article 13).

5.2  TIMING OF FORFEITURE. The forfeiture of all or a portion of a Participant's
     nonvested Account Balance occurs upon any of the events listed below:

     (A) CASH-OUT DISTRIBUTION. The date the Participant receives a total
     CashOut Distribution as defined in Section 5.3(a).

     (B) FIVE-YEAR FORFEITURE BREAK IN SERVICE. The last day of the Vesting
     Computation Period in which the Participant incurs a Five-Year Forfeiture
     Break in Service as defined in Section 5.3(b).

     (C) LOST PARTICIPANT OR BENEFICIARY. The date the Plan Administrator
     determines that a Participant or Beneficiary cannot be located to receive a
     distribution from the Plan. See Section 5.3(c).

     (D) FORFEITURE OF EMPLOYER MATCHING CONTRIBUTIONS. With respect to Employer
     Matching Contributions under a 401(k) plan, the date a distribution is made
     as described in Section 5.3(d).

5.3  FORFEITURE EVENTS.

     (A) CASH-OUT DISTRIBUTION. If a Participant receives a total distribution
     upon termination of his/her participation in the Plan (a "Cash-Out
     Distribution"), the nonvested portion (if any) of the Participant's Account
     Balance is forfeited in accordance with the provisions of this Article. If
     a Participant has his/her nonvested Account Balance forfeited as a result
     of a Cash-Out Distribution, such Participant must be given the right to
     "buyback" the forfeited benefit, as provided in subsection (2) below. (See
     Article 8 for the rules regarding the availability and timing of Plan
     distributions and the consent requirements applicable to such
     distributions.)

          (1) AMOUNT OF FORFEITURE. The Cash-Out Distribution rules under this
          subsection (a) apply only if the Participant is less than 100% vested
          in his/her Employer Contribution Account and/or Employer Matching
          Contribution Account. If the Participant is 100% vested in his/her
          entire Account Balance, no forfeiture of benefits will occur solely as
          a result of the Cash-Out Distribution.

               (I) TOTAL CASH-OUT DISTRIBUTION. If a Participant receives a
               CashOut Distribution of his/her entire vested Account Balance,
               the Participant will immediately forfeit the entire nonvested
               portion of his/her Account Balance, as of the date of the
               distribution (as determined under subsection (A) or (B) below,
               whichever applies). The forfeited amounts will be used in the
               manner designated under Part 8 of the Agreement.

                    (A) NO FURTHER ALLOCATIONS. If the terminated Participant is
                    not entitled to any further allocations under the Plan for
                    the Plan Year in which the Participant terminates
                    employment, the Cash-Out Distribution occurs on the day the
                    Participant receives a distribution of his/her entire vested
                    Account Balance. The Participant's nonvested benefit is
                    immediately forfeited on such date, in accordance with the
                    provisions under Section 5.5.

                    (B) ADDITIONAL ALLOCATIONS. If the terminated Participant is
                    entitled to an additional allocation under the Plan for the
                    Plan Year in which the Participant terminates employment, a
                    CashOut Distribution is deemed to occur when the Participant
                    receives a distribution of his/her entire vested Account
                    Balance, including any amounts that are still to be
                    allocated under the Plan. Thus, a Participant who is
                    entitled to an additional allocation under the Plan will not
                    have a total Cash-Out Distribution until such additional
                    amounts are distributed, regardless of whether the
                    Participant takes a complete distribution of his/her vested
                    Account Balance before receiving the additional allocation.

                    (C) MODIFICATION OF DEFAULT CASH-OUT RULES. The Employer may
                    override the default cash-out rules under subsections (A)
                    and (B) above by electing under Part 8, #32 of the Agreement
                    [Part 8, #50 of the 401(k) Agreement] to have the Cash-Out
                    Distribution and related forfeiture occur immediately upon a
                    distribution of the terminated Participant's entire vested
                    Account Balance, without regard to whether the Participant
                    is entitled to an additional allocation under the Plan.

               (II) DEEMED CASH-OUT DISTRIBUTION. If a Participant terminates
               employment with the Employer with a vested Account Balance of
               zero in his/her Employer Contribution Account and/or Employer
               Matching Contribution Account, the Participant is treated as
               receiving a "deemed" Cash-Out Distribution from the Plan. Upon a
               deemed Cash-Out, the nonvested portion of the Participant's
               Account Balance will be forfeited in accordance with subsection
               (A) or (B) below.

                    (A) NO FURTHER ALLOCATIONS. If the Participant is not
                    entitled to any further allocations under the Plan for the
                    Plan Year in which the Participant terminates employment,
                    the deemed Cash-Out Distribution is deemed to occur on the
                    day the employment terminates. The Participant's nonvested
                    benefit is immediately forfeited on such date, in accordance
                    with the provisions under Section 5.5.

                    (B) ADDITIONAL ALLOCATIONS. If the Participant is entitled
                    to an additional allocation under the Plan for the Plan Year
                    in which the Participant terminates employment, the deemed
                    Cash-Out Distribution is deemed to occur on the first day of
                    the Plan Year following the Plan Year in which the
                    termination occurs.

                    (C) MODIFICATION OF DEFAULT CASH-OUT RULES. The Employer may
                    override the default cash-out rules under subsections (A)
                    and (B) above by electing under Part 8, #32 of the Agreement
                    [Part 8, #50 of the 401(k) Agreement] to have the deemed
                    Cash-Out Distribution and related forfeiture occur
                    immediately upon a distribution of the terminated
                    Participant's entire vested Account Balance, without regard
                    to whether the Participant is entitled to an additional
                    allocation under the Plan.

               (III) OTHER DISTRIBUTIONS. If the Participant receives a
               distribution of less than the entire vested portion of his/her
               Employer Contribution Account and/or Employer Matching
               Contribution Account (including any additional amounts to be
               allocated under subsection (i)(B) above), the total Cash-Out
               Distribution rule under subsection (i) above does not apply until
               the Participant receives a distribution of the remainder of the
               vested portion of his/her Account Balance.


                                                                              25

<PAGE>

               Until the Participant receives a distribution of the remainder of
               the vested portion of his/her Account Balance, the special
               vesting rule described in Section 4.8 applies to determine the
               vested percentage of the Participant's Employer Contribution
               Account and Employer Matching Account (as applicable). The
               nonvested portion of such Accounts will not be forfeited until
               the earlier of: (A) the occurrence of a Five-Year Forfeiture
               Break in Service described in Section 5.3(b) or (B) the date the
               Participant receives a total Cash-Out Distribution of the
               remaining vested portion of his/her Account Balance.

          (2) BUY-BACK/RESTORATION. If a Participant receives (or is deemed to
          receive) a Cash-Out Distribution that results in a forfeiture under
          subsection (1) above, and the Participant subsequently resumes
          employment covered under this Plan, the Participant may "buy-back" the
          forfeited portion of his/her Account(s) by repaying to the Plan the
          full amount of the Cash-Out Distribution from such Account(s).

               (I) BUY-BACK OPPORTUNITY. A Participant may buy-back the portion
               of his/her benefit that is forfeited as a result of a Cash-Out
               Distribution (or a deemed Cash-Out Distribution) by repaying the
               amount of such Cash-Out Distribution to the Plan before the
               earlier of:

                    (A) five (5) years after the first date on which the
                    Participant is subsequently re-employed by the Employer, or

                    (B) the date a Five-Year Forfeiture Break in Service occurs
                    (as defined in Section 5.3(b)).

                    If a Participant receives a deemed Cash-Out Distribution
                    pursuant to subsection (1)(ii) above, and the Participant
                    resumes employment covered under this Plan before the date
                    the Participant incurs a Five-Year Forfeiture Break in
                    Service, the Participant is deemed to have repaid the
                    Cash-Out Distribution immediately upon his/her reemployment.

                    To receive a restoration of the forfeited portion of his/her
                    Employer Contribution Account and/or Employer Matching
                    Contribution Account, a Participant must repay the entire
                    Cash-Out Distribution that was made from the Participant's
                    Employer Contribution Account and Employer Matching
                    Contribution Account, unadjusted for any interest that might
                    have accrued on such amounts after the distribution date.
                    For this purpose, the Cash-Out Distribution is the total
                    value of the Participant's vested Employer Contribution
                    Account and Employer Matching Contribution Account that is
                    distributed at any time following the Participant's
                    termination of employment. If a Participant also received a
                    distribution from other Accounts, the Participant need not
                    repay such amounts to have the forfeited portion of his/her
                    Employer Contribution Account and/or Employer Matching
                    Contribution Account restored.

               (II) RESTORATION OF FORFEITED BENEFIT. Upon a Participant's
               proper repayment of a Cash-Out Distribution in accordance with
               subsection (i) above, the forfeited portion of the Participant's
               Employer Contribution Account and Employer Matching Contribution
               Account (as applicable) will be restored, unadjusted for any
               gains or losses on such amount. For this purpose, a Participant
               who received a deemed Cash-Out Distribution is automatically
               treated as having made a proper repayment and his/her forfeited
               benefit will be restored in accordance with this subsection (ii)
               if the Participant returns to employment with the Employer prior
               to incurring a Five-Year Forfeiture Break in Service. A
               Participant is not entitled to restoration under this subsection
               (ii) if the Participant returns to employment after incurring a
               Five-Year Forfeiture Break in Service.

               The forfeited portion of the Participant's Account(s) will be
               restored no later than the end of the Plan Year following the
               Plan Year in which the Participant repays the Cash-Out
               Distribution in accordance with subsection (i) above. Although
               the Plan Administrator may permit a Participant to make a partial
               repayment of a Cash-Out Distribution, no portion of the
               Participant's forfeited benefit will be restored until the
               Participant repays the entire Cash-Out Distribution in accordance
               with subsection (i) above. If a Participant received a deemed
               Cash-Out Distribution, the Participant's forfeited benefit will
               be restored no later than the end of the Plan Year following the
               Plan Year in which the Participant returns to employment with the
               Employer.

               If a Participant's forfeited benefit is required to be restored
               under this subsection (ii), the restoration of such benefit will
               occur from the following sources. If the following sources are
               not sufficient to completely restore the Participant's benefit,
               the Employer must make an additional contribution to the Plan.

                    (A) Any forfeitures that have not been allocated to
                    Participants' Accounts for the Plan Year in which the
                    Employer is restoring the Participant's benefit in
                    accordance with this subsection (ii).

                    (B) If Participants are not permitted to self-direct
                    investments under the Plan, any Trust earnings which have
                    not been allocated to Participants' Accounts for the Plan
                    Year in which the Employer is restoring the Participant's
                    benefit in accordance with this subsection (ii).

                    (C) If the Employer makes a discretionary contribution to
                    the Plan, it may designate all or any part of such
                    discretionary contribution as a restoration contribution
                    under this subsection (ii).

     (B) FIVE-YEAR FORFEITURE BREAK IN SERVICE. In the case of a Participant who
     has five (5) consecutive one-year Breaks in Service, the nonvested portion
     of the Participant's Account Balance will be forfeited as of the end of the
     Vesting Computation Period in which the Participant incurs his/her fifth
     consecutive Break in Service. See Section 4.6(b) for more information on
     the Five-Year Forfeiture Break in Service.

     (C) LOST PARTICIPANT OR BENEFICIARY.

          (1) INABILITY TO LOCATE PARTICIPANT OR BENEFICIARY. If the Plan
          Administrator, after a reasonable effort and time, is unable to locate
          a Participant or a Beneficiary in order to make a distribution
          otherwise required by the Plan, the distributable amount may be
          forfeited, as permitted under applicable laws and regulations. In
          determining what is a reasonable effort and time, the Plan
          Administrator may follow any applicable guidance provided under
          statute, regulation, or other IRS or DOL guidance of general
          applicability.

          (2) RESTORATION OF FORFEITED AMOUNTS. If, after the distributable
          amount is forfeited, the Participant or Beneficiary is located, the
          Plan will restore the forfeited amount (unadjusted for gains or
          losses) to such Participant or Beneficiary within a reasonable time.
          The method of restoring a forfeited benefit under subsection
          (a)(2)(ii) above applies to any restoration required under this
          subsection (2).

     (D) FORFEITURE OF EMPLOYER MATCHING CONTRIBUTIONS. This subsection (d) only
     applies if the Plan is a 401(k) Plan.

          (1) CORRECTION OF ACP TEST. If a Participant receives a corrective
          distribution of Excess Aggregate Contributions to correct the ACP
          Test, the portion of such corrective distribution which relates to
          nonvested Employer Matching Contributions, including any allocable
          income or loss, will be forfeited (as permitted under Section
          17.3(d)(1)) in the Plan Year in which the corrective distribution is
          made from the Plan.

          (2) EXCESS DEFERRALS, EXCESS CONTRIBUTIONS AND EXCESS AGGREGATE
          CONTRIBUTIONS. If a Participant receives a distribution of Excess
          Deferrals, Excess Contributions or Excess Aggregate Contributions, the
          Employer will forfeit the portion of his/her Employer Matching
          Contribution Account (whether vested or not) which is attributable to
          such distributed amounts (except to the extent such amount has been
          distributed as Excess Contributions or Excess Aggregate Contributions,
          pursuant to Article 17). A forfeiture of Employer Matching
          Contributions under this subsection (2) occurs in the Plan Year in
          which the Participant receives the distribution of Excess Deferrals,
          Excess Contributions and/or Excess Aggregate Contributions.

5.4  TIMING OF FORFEITURE ALLOCATION. Pursuant to the elections under Part 8 of
     the Agreement, forfeitures are allocated in either the same Plan Year in
     which the forfeitures occur or in the Plan Year following the Plan Year in
     which the forfeitures occur.

5.5  METHOD OF ALLOCATING FORFEITURES. Forfeitures will be allocated in
     accordance with the method chosen by the Employer under Part 8 of the
     Agreement. In no event, however, will a Participant receive an allocation
     of forfeitures arising from his/her own Account. If no method of allocation
     is selected under Part 8 of the Agreement, any forfeitures will be used to
     reduce the Employer's contributions for the Plan Year following the Plan
     Year in which the forfeiture occurs as described under (b) below.

     (A) REALLOCATION OF FORFEITURES. If the Employer elects to reallocate
     forfeitures as additional contributions, the forfeitures will be added to
     other contributions made by the Employer (as designated under Part 8 of the
     Agreement) for the Plan Year designated under Part 8, #29 of the Agreement
     [Part 8, #47 of the 401(k) Agreement], and such amounts will be allocated
     to Eligible Participants under the allocation method chosen under Part 4 of
     the Agreement with respect to such contributions. Reallocation of
     forfeitures is not available under the target benefit plan Agreement.

     (B) REDUCTION OF CONTRIBUTIONS. If the Employer elects under Part 8 of the
     Agreement to use forfeitures to reduce its contributions under the Plan,
     the Employer may adjust its contribution deposits in any manner, provided
     the total Employer Contributions made for the Plan Year properly take into
     account the forfeitures that are to be used to reduce such contributions
     for that Plan Year. If the contributions are allocated over multiple
     allocation periods, the Employer may reduce its contribution for any
     allocation periods within the Plan Year in which the forfeitures are to be
     allocated so that the total amount allocated for the Plan Year is proper.


26

<PAGE>

     (C) PAYMENT OF PLAN EXPENSES. If the Employer elects under Part 8, #31 of
     the Agreement [Part 8, #49 of the 401(k) Agreement], forfeitures will first
     be used to pay Plan expenses for the Plan Year in which the forfeitures
     would otherwise be allocated. This subsection (c) applies only if the Plan
     otherwise would pay such expenses as authorized under Section 11.4. If any
     forfeitures remain after the payment of Plan expenses under this
     subsection, the remaining forfeitures will be allocated as selected under
     Part 8 of the Agreement.

ARTICLE 6 SPECIAL SERVICE CREDIT PROVISIONS

This Article contains special service crediting rules that apply for purposes of
determining an Employee's eligibility to participate and the vested percentage
in his/her Account Balance under the Plan. This Article 6 and Part 7 of the
Agreement permit the Employer to override the general service crediting rules
under Articles 1 and 4 with respect to eligibility and vesting and to apply
special service crediting rules, such as the Equivalency Method and the Elapsed
Time Method for crediting service. Section 6.7 of this Article and Part 13, #53
of the Agreement [Part 13, #71 of the 401(k) Agreement] contain special rules
for crediting service with Predecessor Employers.

6.1  YEAR OF SERVICE -- ELIGIBILITY. Section 1.4(b) defines a Year of Service
     for eligibility purposes. Generally, an Employee earns a Year of Service
     for eligibility purposes upon the completion of 1,000 Hours of Service
     during an Eligibility Computation Period. For this purpose, Hours of
     Service are calculated using the Actual Hours Crediting Method. Part 7, #23
     of the Agreement [Part 7, #41 of the 401(k) Agreement] permits the Employer
     to modify these default provisions for determining a Year of Service for
     eligibility purposes.

     (A) SELECTION OF HOURS OF SERVICE. The Employer may elect to modify the
     requirement that an Employee complete 1,000 Hours of Service during an
     Eligibility Computation Period to earn a Year of Service. Under Part 7,
     #23.a. of the Agreement [Part 7, #41.a. of the 401(k) Agreement], the
     Employer may designate a specific number of Hours of Service (which cannot
     exceed 1,000) that an Employee must complete during the Eligibility
     Computation Period to earn a Year of Service. Any Hours of Service
     designated in accordance with this subsection (a) will be determined using
     the Actual Hours Crediting Method, unless the Employer elects to use the
     Equivalency Method under Part 7, #23.b. of the Agreement [Part 7, #41.b. of
     the 401(k) Agreement].

     (B) USE OF EQUIVALENCY METHOD. The Employer may elect under Part 7, #23.b.
     of the Agreement [Part 7, #41.b. of the 401(k) Agreement] to use the
     Equivalency Method (as defined in Section 6.5(a)) instead of the Actual
     Hours Crediting Method in determining whether an Employee has completed the
     required Hours of Service to earn a Year of Service.

     (C) USE OF ELAPSED TIME METHOD. The Employer may elect under Part 7, #23.c.
     of the Agreement [Part 7, #41.c. of the 401(k) Agreement] to use the
     Elapsed Time Method (as defined in Section 6.5(b)) instead of counting
     Hours of Service in applying the eligibility conditions under Article 1.
     The Elapsed Time Method may not be selected if the Employer elects to apply
     a designated Hours of Service requirement under Part 7, #23.a. of the
     Agreement [Part 7, #41.a. of the 401(k) Agreement].

6.2  ELIGIBILITY COMPUTATION PERIOD. Section 1.4(c) defines the Eligibility
     Computation Period used to determine whether an Employee has earned a Year
     of Service for eligibility purposes. Generally, if one Year of Service is
     required for eligibility, the Eligibility Computation Period is determined
     using the Shift-to-Plan-Year Method (as defined in Section 1.4(c)(1)). Part
     7, #24 of the Agreement [Part 7, #42 of the 401(k) Agreement] permits the
     Employer to use the Anniversary Year Method (as defined in Section
     1.4(c)(2)) for determining Eligibility Computation Periods under the Plan.
     If the Employer selects two Years of Service eligibility condition (under
     Part 1, #5.e. of the Agreement), the Anniversary Year Method applies,
     unless the Employer elects to use the Shift-to-Plan-Year Method. In the
     case of a 401(k) plan in which a two Years of Service eligibility condition
     is used for either Employer Matching Contributions or Employer Nonelective
     Contributions, the method used to determine Eligibility Computation Periods
     for the two Years of Service condition also will apply to any one Year of
     Service eligibility condition used with respect to any other contributions.

6.3  YEAR OF SERVICE -- VESTING. Section 4.5 defines a Year of Service for
     vesting purposes. Generally, an Employee earns a Year of Service for
     vesting purposes upon the completion of 1,000 Hours of Service during a
     Vesting Computation Period. For this purpose, Hours of Service are
     calculated using the Actual Hours Crediting Method. Part 7, #25 of the
     Agreement [Part 7, #43 of the 401(k) Agreement] permits the Employer to
     modify these default provisions for determining a Year of Service for
     vesting purposes.

     (A) SELECTION OF HOURS OF SERVICE. The Employer may elect to modify the
     requirement that an Employee complete 1,000 Hours of Service during a
     Vesting Computation Period to earn a Year of Service. Under Part 7, #25.a.
     of the Agreement [Part 7, #43.a. of the 401(k) Agreement], the Employer may
     designate a specific number of Hours of Service (which cannot exceed 1,000)
     that an Employee must complete during the Vesting Computation Period to
     earn a Year of Service. Any Hours of Service designated in accordance with
     this subsection (a) will be determined using the Actual Hours Crediting
     Method, unless the Employer elects to use the Equivalency Method under Part
     7, #25.b. of the Agreement [Part 7, #43.b. of the 401(k) Agreement].

     (B) EQUIVALENCY METHOD. The Employer may elect under Part 7, #25.b. of the
     Agreement [Part 7, #43.b. of the 401(k) Agreement] to use the Equivalency
     Method (as defined in Section 6.5(a)) instead of the Actual Hours Crediting
     Method in determining whether an Employee has completed the required Hours
     of Service to earn a Year of Service.

     (C) ELAPSED TIME METHOD. The Employer may elect under Part 7, #25.c. of the
     Agreement [Part 7, #43.c. of the 401(k) Agreement] to use the Elapsed Time
     Method (as defined in Section 6.5(b)) instead of counting Hours of Service
     in applying the vesting provisions under Article 4. The Elapsed Time Method
     may not be selected if the Employer elects to apply a designated Hours of
     Service requirement under Part 7, #25.a. of the Agreement [Part 7, #43.a.
     of the 401(k) Agreement].

6.4  VESTING COMPUTATION PERIOD. Section 4.4 defines the Vesting Computation
     Period used to determine whether an Employee has earned a Year of Service
     for vesting purposes. Generally, the Vesting Computation Period is the Plan
     Year. Part 7, #26 of the Agreement [Part 7, #44 of the 401(k) Agreement]
     permits the Employer to elect to use Anniversary Years (see Section 4.4(a))
     or, under the Nonstandardized Agreement, any other 12-consecutive month
     period as the Vesting Computation Period.

6.5  DEFINITIONS.

     (A) EQUIVALENCY METHOD. Under the Equivalency Method, an Employee is
     credited with 190 Hours of Service for each calendar month during the
     Eligibility Computation Period or Vesting Computation Period, as
     applicable, for which the Employee completes at least one Hour of Service.
     Instead of applying the Equivalency Method on the basis of months worked,
     the Employer may elect to apply different equivalencies under Part 7, #28
     of the Agreement [Part 7, #46 of the 401(k) Agreement]. The Employer may
     credit Employees with 10 Hours of Service for each day worked, 45 Hours of
     Service for each week worked, or 95 Hours of Service for each semi-monthly
     payroll period worked during the Eligibility Computation Period or Vesting
     Computation Period, as applicable. For this purpose, an Employee will
     receive credit for the appropriate Hours of Service if the Employer
     completes at least one Hour of Service during the applicable period.

     (B) ELAPSED TIME METHOD. Under the Elapsed Time Method, an Employee
     receives credit for the aggregate of all periods of service commencing with
     the Employee's Employment Commencement Date (or Reemployment Commencement
     Date) and ending on the date the Employee begins a Period of Severance (as
     defined in subsection (2) below) which lasts at least 12 consecutive
     months. In calculating an Employee's aggregate period of service, an
     Employee receives credit for any Period of Severance that lasts less than
     12 consecutive months. If an Employee's aggregate period of service
     includes fractional years, such fractional years are expressed as days.

          (1) YEAR OF SERVICE. For purposes of determining whether an Employee
          has earned a Year of Service under the Elapsed Time Method, an
          Employee is credited with a Year of Service for each 12-month period
          of service the Employee completes under the above paragraph, whether
          or not such period of service is consecutive.

          (2) PERIOD OF SEVERANCE. For purposes of applying the Elapsed Time
          Method, a Period of Severance is any continuous period of time during
          which the Employee is not employed by the Employer. A Period of
          Severance begins on the date the Employee retires, quits or is
          discharged, or if earlier, the 12-month anniversary of the date on
          which the Employee is first absent from service for a reason other
          than retirement, quit or discharge.

          In the case of an Employee who is absent from work for maternity or
          paternity reasons, the 12-consecutive month period beginning on the
          first anniversary of the first date of such absence shall not
          constitute a Period of Severance. For purposes of this paragraph, an
          absence from work for maternity or paternity reasons means an absence
          (i) by reason of the pregnancy of the Employee, (ii) by reason of the
          birth of a child of the Employee, (iii) by reason of the placement of
          a child with the Employee in connection with the adoption of such
          child by the Employee, or (iv) for purposes of caring for a child of
          the Employee for a period beginning immediately following the birth or
          placement of such child.

          (3) BREAK IN SERVICE RULES. The Break in Service rules described in
          Sections 1.6 and 4.6 also apply under the Elapsed Time Method. For
          purposes of applying the Break in Service rules under the Elapsed Time
          Method, a Break in Service is any Period of Severance of at least 12
          consecutive months.

6.6  SWITCHING CREDITING METHODS. The following rules apply if the service
     crediting method is changed in a manner described below.

     (A) SHIFT FROM CREDITING HOURS OF SERVICE TO ELAPSED TIME METHOD. If the
     service crediting method under the Plan is changed from a method that uses
     Hours of Service to a method using Elapsed Time, each Employee's period of
     service under the Elapsed Time Method is the sum of the amounts under
     subsections (1) and (2) below.


                                                                              27

<PAGE>

          (1) The number of Years of Service credited under the Hours of Service
          method for the period ending immediately before the computation period
          during which the change to the Elapsed Time Method occurs.

          (2) For the computation period in which the change occurs, the Plan
          Administrator will determine the greater of: (i) the period of service
          that would be credited under the Elapsed Time Method for the
          Employee's service from the first day of that computation period
          through the date of the change, or (ii) the service that would be
          taken into account under the Hours of Service method for that
          computation period through the date of the change. If (i) is greater,
          then Years of Service are credited under the Elapsed Time Method
          beginning with the first day of the computation period during which
          the change to the Elapsed Time Method occurs. If (ii) is greater, then
          Years of Service are credited under the Hours of Service method for
          the computation period during which the change to the Elapsed Time
          Method occurs and under the Elapsed Time Method beginning with the
          first day of the computation period that follows the computation
          period in which the change occurs. If the change occurs as of the
          first day of a computation period, treat subsection (1) as applicable
          for purposes of applying the rule in this paragraph.

     (B) SHIFT FROM ELAPSED TIME METHOD TO AN HOURS OF SERVICE METHOD. If the
     service crediting method changes from the Elapsed Time Method to an Hours
     of Service method, each Employee's Years of Service under the Hours of
     Service method is the sum of the amounts under subsections (1) and (2)
     below.

          (1) The number of Years of Service credited under the Elapsed Time
          Method as of the date of the change.

          (2) For the computation period in which the change to the Hours of
          Service method occurs, the portion of that computation period in which
          the Elapsed Time Method was in effect is converted into an equivalent
          number of Hours of Service, using the Equivalency Method described in
          Section 6.5(a). For the remainder of the computation period, actual
          Hours of Service are counted, unless the Equivalency Method has been
          elected in Part 7 of the Agreement. The Hours of Service deemed
          credited for the portion of the computation period in which the
          Elapsed Time Method was in effect are added to the actual Hours of
          Service credited for the remaining portion of the computation period
          to determine if the Employee has a Year of Service for that
          computation period. If the change to the Hours of Service method
          occurs as of the first day of a computation period, then the
          determination as to whether an Employee has completed a Year of
          Service for the first computation period that the change is in effect
          is based solely on the Hours of Service method.

6.7  SERVICE WITH PREDECESSOR EMPLOYERS. If the Employer maintains the plan of a
     Predecessor Employer, any service with such Predecessor Employer is treated
     as service with the Employer for purposes of applying the provisions of
     this Plan. If the Employer maintains the Plan of a Predecessor Employer,
     the Employer may complete Part 13, #53 of the Agreement [Part 13, #71 of
     the 401(k) Agreement] to identify the Predecessor Employer and to specify
     that service with such Predecessor Employer will be credited for all
     purposes under the Plan. The failure to complete Part 13, #53 of the
     Agreement [Part 13, #71 of the 401(k) Agreement] with respect to service of
     a Predecessor Employer where the Employer is maintaining a Plan of such
     Predecessor Employer will not override the requirement that such
     predecessor service be counted for all purposes under the Plan.

     If the Employer does not maintain the plan of a Predecessor Employer,
     service with such Predecessor Employer does not count under this Plan,
     unless the Employer specifically designates under Part 13, #53 of the
     Agreement [Part 13, #71 of the 401(k) Agreement] to include service with
     such Predecessor Employer. If the Employer elects to credit service with a
     Predecessor Employer under this paragraph, the Employer must designate the
     purpose for which it is crediting Predecessor Employer service. If the
     Employer will treat service with multiple Predecessor Employers
     differently, the Employer should complete an additional election for each
     Predecessor Employer for which service is being credited differently. If
     the Employer is not crediting service with any Predecessor Employers, Part
     13, #53 of the Agreement [Part 13, #71 of the 401(k) Agreement] need not be
     completed.

ARTICLE 7 LIMITATION ON PARTICIPANT ALLOCATIONS

This Article provides limitations on the amount a Participant may receive as an
allocation under the Plan for a Limitation Year. The limitation on allocations
(referred to herein as the Annual Additions Limitation) applies in the aggregate
to all plans maintained by the Employer. Part 13, #54.c. of the Agreement [Part
13, #72.c. of the 401(k) Agreement] permits the Employer to specify how the Plan
will comply with the Annual Additions Limitation where the Employer maintains a
plan (or plans) in addition to this Plan.

7.1  ANNUAL ADDITIONS LIMITATION -- NO OTHER PLAN PARTICIPATION.

     (A) ANNUAL ADDITIONS LIMITATION. If the Participant does not participate
     in, and has never participated in another qualified retirement plan, a
     welfare benefit fund (as defined under Code Section 419(e)), an individual
     medical account (as defined under Code Section 415(l)(2)), or a SEP (as
     defined under Code Section 408(k)) maintained by the Employer, then 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.

     Generally, if an Employer Contribution that would otherwise be contributed
     or allocated to a Participant's Account will cause that Participant's
     Annual Additions for the Limitation Year to exceed the Maximum Permissible
     Amount, the amount to be contributed or allocated to such Participant will
     be reduced so that the Annual Additions allocated to such Participant's
     Account for the Limitation Year will equal the Maximum Permissible Amount.
     However, if a contribution or allocation to a Participant's Account will
     exceed the Maximum Permissible Amount due to a correctable event described
     in subsection (c) below, the Excess Amount may be contributed or allocated
     to such Participant and corrected in accordance with the correction
     procedures outlined in subsection (c).

     (B) USING ESTIMATED TOTAL COMPENSATION. Prior to determining the
     Participant's actual Total Compensation for the Limitation Year, the
     Employer may determine the Maximum Permissible Amount for a Participant on
     the basis of a reasonable estimation of the Participant's Total
     Compensation for the Limitation Year, uniformly determined for all
     Participants similarly situated.

     As soon as administratively feasible after the end of the Limitation Year,
     the Employer will determine the Maximum Permissible Amount for the
     Limitation Year on the basis of the Participant's actual Total Compensation
     for the Limitation Year.

     (C) DISPOSITION OF EXCESS AMOUNT. If, as a result of the use of estimated
     Total Compensation, the allocation of forfeitures, a reasonable error in
     determining the amount of Section 401(k) Deferrals that may be made under
     this Article 7, or other reasonable error in applying the Annual Additions
     Limitation, an Excess Amount arises, the excess will be disposed of as
     follows:

          (1) Any Employee After-Tax Contributions (plus attributable earnings),
          to the extent such contributions would reduce the Excess Amount, will
          be returned to the Participant. The Employer may elect not to apply
          this subsection (1) if the ACP Test (as defined in Section 17.3) has
          already been performed and the distribution of Employee After-Tax
          Contributions to correct the Excess Amount will cause the ACP Test to
          fail or will change the amount of corrective distributions required
          under Section 17.3(d)(1) of this BPD.

          If Employer Matching Contributions were allocated with respect to
          Employee After-Tax Contributions for the Limitation Year, the Employee
          After-Tax Contributions and Employer Matching Contributions will be
          corrected together. Employee After-Tax Contributions will be
          distributed under this subsection (1) only to the extent the Employee
          After-Tax Contributions, plus the Employer Matching Contributions
          allocated with respect to such Employee After-Tax Contributions,
          reduce the Excess Amount. Thus, after correction under this subsection
          (1), each Participant should have the same level of Employer Matching
          Contribution with respect to the remaining Employee After-Tax
          Contributions as provided under Part 4B of the Agreement. Any Employer
          Matching Contributions identified under this subsection (1) will be
          treated as an Excess Amount correctable under subsections (3) and (4)
          below. If Employer Matching Contributions are allocated to both
          Employee After-Tax Contributions and to Section 401(k) Deferrals, this
          subsection (1) is applied by treating Employer Matching Contributions
          as allocated first to Section 401(k) Deferrals.

          (2) If, after the application of subsection (1), an Excess Amount
          still exists, any Section 401(k) Deferrals (plus attributable
          earnings), to the extent such deferrals would reduce the Excess
          Amount, will be distributed to the Participant. The Employer may elect
          not to apply this subsection (2) if the ADP Test (as defined in
          Section 17.2) has already been performed and the distribution of
          Section 401(k) Deferrals to correct the Excess Amount will cause the
          ADP Test to fail or will change the amount of corrective distributions
          required under Section 17.2(d)(1) of this BPD.

          If Employer Matching Contributions were allocated with respect to
          Section 401(k) Deferrals for the Limitation Year, the Section 401(k)
          Deferrals and Employer Matching Contributions will be corrected
          together. Section 401(k) Deferrals will be distributed under this
          subsection (2) only to the extent the Section 401(k) Deferrals, plus
          Employer Matching Contributions allocated with respect to such Section
          401(k) Deferrals, reduce the Excess Amount. Thus, after correction
          under this subsection (2), each Participant should have the same level
          of Employer Matching Contribution with respect to


28

<PAGE>

          the remaining Section 401(k) Deferrals as provided under Part 4B of
          the Agreement. Any Employer Matching Contributions identified under
          this subsection (2) will be treated as an Excess Amount correctable
          under subsection (3) or (4) below.

          (3) If, after the application of subsection (2), an Excess Amount
          still exists, the Excess Amount is allocated to a suspense account and
          is used in the next Limitation Year (and succeeding Limitation Years,
          if necessary) to reduce Employer Contributions for all Participants
          under the Plan. The Excess Amounts are treated as Annual Additions for
          the Limitation Year in which such amounts are allocated from the
          suspense account.

          (4) If a suspense account is in existence at any time during a
          Limitation Year pursuant to this Article 7, such suspense account will
          not participate in the allocation of investment gains and losses,
          unless otherwise provided in uniform valuation procedures established
          by the Plan Administrator. If a suspense account is in existence at
          any time during a particular Limitation Year, all amounts in the
          suspense account must be allocated to Participants' Accounts before
          the Employer makes any Employer Contributions, or any Employee
          After-Tax Contributions are made, for that Limitation Year.

7.2  ANNUAL ADDITIONS LIMITATION -- PARTICIPATION IN ANOTHER PLAN.

     (A) IN GENERAL. This Section 7.2 applies if, in addition to this Plan, the
     Participant receives an Annual Addition during any Limitation Year from
     another Defined Contribution Plan, a welfare benefit fund (as defined under
     Code Section 419(e)), an individual medical account (as defined under Code
     Section 415(l)(2)) or a SEP (as defined under Code Section 408(k))
     maintained by the Employer. If the Employer maintains, or at any time
     maintained, a Defined Benefit Plan (other than a Paired Plan) covering any
     Participant in this Plan, see Section 7.5.

     (B) THIS PLAN'S ANNUAL ADDITION LIMITATION. The Annual Additions that may
     be credited to a Participant's Account under this Plan for any Limitation
     Year will not exceed the Maximum Permissible Amount reduced by the Annual
     Additions credited to a Participant's Account under any other Defined
     Contribution Plan, welfare benefit fund, individual medical account or SEP
     maintained by the Employer for the same Limitation Year.

     (C) ANNUAL ADDITIONS REDUCTION. If the Annual Additions with respect to the
     Participant under any other Defined Contribution Plan, welfare benefit
     fund, individual medical account or SEP maintained by the Employer are less
     than the Maximum Permissible Amount and the Annual Additions that would
     otherwise be contributed or allocated to the Participant's Account under
     this Plan would exceed the Annual Additions Limitation for the Limitation
     Year, the amount contributed or allocated will be reduced so that the
     Annual Additions under all such Plans and funds for the Limitation Year
     will equal the Maximum Permissible Amount. However, if a contribution or
     allocation to a Participant's Account will exceed the Maximum Permissible
     Amount due to a correctable event described in Section 7.1(c), the Excess
     Amount may be contributed or allocated to such Participant and corrected in
     accordance with the correction procedures outlined in Section 7.1(c).

     (D) NO ANNUAL ADDITIONS PERMITTED. If the Annual Additions with respect to
     the Participant under such other Defined Contribution Plan(s), welfare
     benefit fund(s), individual medical account(s), or SEP(s) in the aggregate
     are equal to or greater than the Maximum Permissible Amount, no amount will
     be contributed or allocated to the Participant's Account under this Plan
     for the Limitation Year. However, if a contribution or allocation to a
     Participant's Account will exceed the Maximum Permissible Amount due to a
     correctable event described in Section 7.1(c), the Excess Amount may be
     contributed or allocated to such Participant and corrected in accordance
     with the correction procedures outlined in Section 7.1(c).

     (E) USING ESTIMATED TOTAL COMPENSATION. Prior to determining the
     Participant's actual Total Compensation for the Limitation Year, the
     Employer may determine the Maximum Permissible Amount for a Participant in
     the manner described in Section 7.1(b). As soon as administratively
     feasible after the end of the Limitation Year, the Maximum Permissible
     Amount for the Limitation Year will be determined on the basis of the
     Participant's actual Total Compensation for the Limitation Year.

     (F) EXCESS AMOUNTS. If, as a result of the use of estimated Total
     Compensation, an allocation of forfeitures, a reasonable error in
     determining the amount of Section 401(k) Deferrals that may be made under
     this Article 7, or other reasonable error in applying the Annual Additions
     Limitation, a Participant's Annual Additions under this Plan and such other
     plans or funds would result in an Excess Amount for a Limitation Year, the
     Excess Amount will be deemed to consist of the Annual Additions last
     allocated, except that Annual Additions attributable to a SEP will be
     deemed to have been allocated first, followed by Annual Additions to a
     welfare benefit fund or individual medical account, regardless of the
     actual allocation date.

          (1) SAME ALLOCATION DATE. If an Excess Amount is allocated to a
          Participant on an allocation date of this Plan that coincides with an
          allocation date of another plan, such Excess Amount will be attributed
          to the following types of plan(s) in the order listed, until the
          entire Excess Amount is allocated.

               (i) First, to any 401(k) plan(s) maintained by the Employer.

               (ii) Then, to any profit sharing plan(s) maintained by the
               Employer.

               (iii) Then, to any money purchase plan(s) maintained by the
               Employer.

               (iv) Finally, to any target benefit plan(s) maintained by the
               Employer.

               If an amount is allocated to the same type of Plan on the same
               allocation date, the Excess Amount will be allocated to each plan
               in accordance with the pro rata allocation method outlined in the
               following paragraph.

          (2) ALTERNATIVE METHODS. The Employer may elect under Part 13, #54.c.
          of the Agreement [Part 13, #72.c. of the 401(k) Agreement] to modify
          the default rules under this subsection (f). For example, the Employer
          may elect to attribute any Excess Amount which is allocated on the
          same date to this Plan and to another plan maintained by the Employer
          by designating the specific plan to which the Excess Amount is
          allocated or by using a pro rata allocation method. Under the pro rata
          allocation method, the Excess Amount attributed to this Plan is 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
               and all other Defined Contribution Plans.

     (G) DISPOSITION OF EXCESS AMOUNTS. Any Excess Amount attributed to this
     Plan will be disposed in the manner described in Section 7.1(c).

7.3  MODIFICATION OF CORRECTION PROCEDURES. The Employer may elect under Part
     13, #51.c. of the Agreement [Part 13, #69.c. of the 401(k) Agreement] to
     modify any of the corrective provisions under Section 7.1 of this BPD. The
     provisions in Section 7.2 may be modified under Part 13, #54.c. of the
     Agreement [Part 13, #72.c. of the 401(k) Agreement].

7.4  DEFINITIONS RELATING TO THE ANNUAL ADDITIONS LIMITATION.

     (A) ANNUAL ADDITIONS: The sum of the following amounts credited to a
     Participant's Account for the Limitation Year:

          (1) Employer Contributions, including Section 401(k) Deferrals;

          (2) Employee After-Tax Contributions;

          (3) forfeitures;

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

          (5) allocations under a SEP (as defined in Code Section 408(k)).

          For this purpose, any Excess Amount applied under Sections 7.1(c) or
          7.2(f) in the Limitation Year to reduce Employer Contributions will be
          considered Annual Additions for such Limitation Year.

          An Annual Addition is credited to a Participant's Account for a
          particular Limitation Year if such amount is allocated to the
          Participant's Account as of any date within that Limitation Year. An
          Annual Addition will not be deemed credited to a Participant's Account
          for a particular Limitation Year unless such amount is actually
          contributed to the Plan no later than 30 days after the time
          prescribed by law for filing the Employer's income tax return
          (including extensions) for the taxable year with or within which the
          Limitation Year ends. In the case of Employee After-Tax Contributions,
          such amount shall not be deemed credited to a Participant's Account
          for a particular Limitation Year unless the contributions are actually
          contributed to the Plan no later than 30 days after the close of that
          Limitation Year.

     (B) DEFINED CONTRIBUTION DOLLAR LIMITATION: $30,000, as adjusted under Code
     Section 415(d).

     (C) EMPLOYER. For purposes of this Article 7, Employer shall mean the
     Employer that adopts this Plan, and all members of a controlled group of
     corporations (as defined in Section 414(b) of the Code as modified by
     Section 415(h)), all commonly controlled trades or businesses (as defined
     in Section 414(c) of the Code as modified by Section 415(h)) or affiliated
     service groups (as defined in Section 414(m)) of which the adopting
     Employer is a part, and any other entity required to be aggregated with the
     Employer pursuant to regulations under Section 414(o) of the Code.


                                                                              29

<PAGE>

     (D) EXCESS AMOUNT. The excess of the Participant's Annual Additions for the
     Limitation Year over the Maximum Permissible Amount.

     (E) LIMITATION YEAR. The Plan Year, unless the Employer elects another
     12-consecutive month period under Part 13, #51.a. of the Agreement [Part
     13, #69.a. of the 401(k) Agreement]. All qualified retirement plans under
     Code Section 401(a) 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. If the Plan has an initial Plan Year
     that is less than 12 months, the Limitation Year for such first Plan Year
     is the 12-month period ending on the last day of that Plan Year, unless
     otherwise specified in Part 13, #51.c. of the Agreement [Part 13, #69.c. of
     the 401(k) Agreement].

     (F) MAXIMUM PERMISSIBLE AMOUNT. The maximum Annual Additions that may be
     contributed or allocated to a Participant's Account under the Plan for any
     Limitation Year shall not exceed the lesser of:

          (1) the Defined Contribution Dollar Limitation, or

          (2) 25 percent of the Participant's Total Compensation for the
          Limitation Year.

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

          If a short Limitation Year is created because the Plan has an initial
          Plan Year that is less than 12 months, no proration of the Defined
          Contribution Dollar Limitation is required, unless provided otherwise
          under Part 13, #51.c. of the Agreement [Part 13, #69.c. of the 401(k)
          Agreement]. (See subsection (e) above for the rule allowing the use of
          a full 12-month Limitation Year for the first year of the Plan,
          thereby avoiding the need to prorate the Defined Contribution Dollar
          Limitation.)

     (G) TOTAL COMPENSATION. The amount of compensation as defined under Section
     22.197, subject to the Employer's election under Part 3, #9 of the
     Agreement.

          (1) SELF-EMPLOYED INDIVIDUALS. For a Self-Employed Individual, Total
          Compensation is such individual's Earned Income.

          (2) TOTAL COMPENSATION ACTUALLY PAID OR MADE AVAILABLE. For purposes
          of applying the limitations of this Article 7, Total Compensation for
          a Limitation Year is the Total Compensation actually paid or made
          available to an Employee during such Limitation Year. However, the
          Employer may include in Total Compensation for a Limitation Year
          amounts earned but not paid in the Limitation Year because of the
          timing of pay periods and pay days, but only if these amounts are paid
          during the first few weeks of the next Limitation Year, such amounts
          are included on a uniform and consistent basis with respect to all
          similarly-situated Employees, and no amounts are included in Total
          Compensation in more than one Limitation Year. The Employer need not
          make any formal election to include accrued Total Compensation
          described in the preceding sentence.

          (3) DISABLED PARTICIPANTS. Total Compensation does not include any
          imputed compensation for the period a Participant is Disabled.
          However, the Employer may elect under Part 13, #51.b. of the Agreement
          [Part 13, #69.b. of the 401(k) Agreement], to include under the
          definition of Total Compensation, the amount a terminated Participant
          who is permanently and totally Disabled (as defined in Section 22.53)
          would have received for the Limitation Year if the Participant had
          been paid at the rate of Total Compensation paid immediately before
          becoming permanently and totally Disabled. If the Employer elects
          under Part 13, #51.b. of the Agreement [Part 13, #69.b. of the 401(k)
          Agreement] to include imputed compensation for a Disabled Participant,
          a Disabled Participant will receive an allocation of any Employer
          Contribution the Employer makes to the Plan based on the Employee's
          imputed compensation for the Plan Year. Any Employer Contributions
          made to a Disabled Participant under this subsection (3) are fully
          vested when made. For Limitation Years beginning before January 1,
          1997, imputed compensation for a Disabled Participant may be taken
          into account only if the Participant is not a Highly Compensated
          Employee for such Plan Year.

          (4) SPECIAL RULE FOR LIMITATION YEARS BEGINNING BEFORE JANUARY 1,
          1998. For Limitation Years beginning before January 1, 1998, for
          purposes of applying the limitations of this Article 7 and for
          determining the minimum top-heavy contribution required under Section
          16.2(a), Total Compensation paid or made available during such
          Limitation Year shall NOT include any Elective Deferrals, or any
          amount which is contributed or deferred by the Employer at the
          election of the Employee and which is not includible in the gross
          income of the Employee by reason of Code Section 125 or Section 457.

7.5  PARTICIPATION IN A DEFINED BENEFIT PLAN. If the Employer maintains, or at
     any time maintained, a Defined Benefit Plan (other than a Paired Plan)
     covering any Participant in this Plan, the sum of the Participant's Defined
     Benefit Plan Fraction and Defined Contribution Plan Fraction will not
     exceed 1.0 in any Limitation Year. If the sum of the Defined Benefit Plan
     Fraction and the Defined Contribution Plan Fraction exceeds 1.0 in any
     Limitation Year, the Plan will satisfy the 1.0 limitation by reducing a
     Participant's Projected Annual Benefit under the Defined Benefit Plan.

     (A) REPEAL OF RULE. The limitations under this Section 7.5 do not apply for
     Limitation Years beginning on or after January 1, 2000. However, the
     Employer may have continued to apply rules consistent with this Section 7.5
     for Plan Years beginning after December 31, 1999 and before the Employer
     first adopted a plan to comply with the GUST Legislation. If the Employer
     is adopting this Plan as a restatement of a prior plan to comply with the
     GUST Legislation, the provisions of the prior plan control for purposes of
     applying the combined limitation rules under Code Section 415(e) for
     Limitation Years beginning before the Effective Date of this Plan. For
     Limitation Years beginning on or after the Effective Date of this Plan, the
     provisions of this Section 7.5 apply. If for any Limitation Year beginning
     prior to the date this Plan is adopted as a GUST restatement, the Employer
     did not comply in operation with the provisions under this Section 7.5 or
     the provisions of the prior plan, as applicable, the Employer may document
     under Appendix B-4 of the Agreement how the Plan was operated to comply
     with the combined limitation rules under Code Section 415(e).

     (B) SPECIAL DEFINITIONS RELATING TO SECTION 7.5.

          (1) DEFINED BENEFIT PLAN FRACTION. A fraction, the numerator of which
          is the sum of the Participant's Projected Annual Benefit under all the
          Defined Benefit Plans (whether or not terminated) maintained by the
          Employer, and the denominator of which is the lesser of 125 percent of
          the dollar limitation determined for the Limitation Year under Code
          Sections 415(b) and (d) or 140 percent of the Participant's Highest
          Average 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 which were in existence on May 6, 1986, the denominator of
          this fraction will not be less than 125 percent of the sum of the
          annual benefits under such plans which the Participant had accrued as
          of the 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.

          If the Plan is a Top-Heavy Plan for any Plan Year, 100% will be
          substituted for 125% in the prior paragraph, unless in Part 13, #54.b.
          of the Agreement [Part 13, #72.b. of the 401(k) Agreement], the
          Employer provides an extra minimum top-heavy allocation or benefit in
          accordance with Code Section 416(h) and the regulations thereunder. In
          any event, if the Top-Heavy Ratio exceeds 90%, then 100% will always
          be substituted for 125% in the prior paragraph.

          (2) DEFINED CONTRIBUTION PLAN FRACTION. A fraction, the numerator of
          which is the sum of the Annual Additions to the Participant's Account
          under all the Defined Contribution Plans (whether or not terminated)
          maintained by the Employer for the current and all prior Limitation
          Years (including the Annual Additions attributable to the
          Participant's Employee After-Tax Contributions to all Defined Benefit
          Plans, whether or not terminated, maintained by the Employer, and the
          Annual Additions attributable to all welfare benefit funds (as defined
          under Code Section 419(e)), individual medical accounts (as defined
          under Code Section 415(l)(2)), and SEPs (as defined under Code Section
          408(k)) maintained by the Employer, and the denominator of which is
          the sum of the maximum aggregate amount for the current and all prior
          Limitation Years during which the Participant performed service with
          the Employer (regardless of whether a Defined Contribution Plan was
          maintained by the Employer during such years). The maximum aggregate
          amount in any Limitation Year is the lesser of: (i) 125 percent of the
          Defined Contribution Dollar Limitation in effect under Code Section
          415(c)(l)(A) (as determined under Code Sections 415(b) and (d)) for
          such Limitation Year or (ii) 35 percent of the Participant's Total
          Compensation for such Limitation Year.

          If the Plan is a Top-Heavy Plan for any Plan Year, 100% will be
          substituted for 125% unless in Part 13, #54.b. of the Agreement [Part
          13, #72.b. of the 401(k) Agreement], the Employer provides an extra
          minimum top-heavy allocation or benefit in accordance with Code
          Section 416(h) and the regulations thereunder. In any event, if the
          Top-Heavy Ratio exceeds 90%, then 100% will always be substituted for
          125%.


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<PAGE>

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

          The Annual Additions for any Limitation Year beginning before January
          1, 1987 shall not be recomputed to treat all Employee After-Tax
          Contributions as Annual Additions.

          (3) HIGHEST AVERAGE COMPENSATION. The average Total Compensation for
          the three consecutive years of service with the Employer that produces
          the highest average.

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

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

               (ii) the Participant's Total 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.

ARTICLE 8 PLAN DISTRIBUTIONS

Except as provided under Article 9 (Joint and Survivor Annuity Requirements),
this Article 8 governs all distributions to Participants under the Plan.
Sections 8.1 and 8.2 set forth the available distribution options under the Plan
and the amount available for distribution. Section 8.3 sets forth the
Participants' distribution options following termination of employment, Section
8.4 discusses the distribution options upon a Participant's death, and Sections
8.5 and 8.6 set forth the in-service distribution options under the Plan,
including the conditions for receiving a Hardship distribution. Parts 9 and 10
of the Agreement contain the elective provisions for the Employer to identify
the timing of distributions and the permitted distribution events under the
Plan.

8.1  DISTRIBUTION OPTIONS. A Participant who terminates employment with the
     Employer may receive a distribution of his/her vested Account Balance at
     the time and in the manner designated under Part 9 of the Agreement. A
     Participant may receive an in-service distribution prior to his/her
     termination of employment with the Employer only to the extent permitted
     under Part 10 of the Agreement.

     Distributions from the Plan will be made in the form of a lump sum of the
     Participant's entire vested Account Balance, a single sum distribution of a
     portion of the Participant's vested Account Balance, installments, annuity
     payments or other form as selected under Part 11 of the Agreement. Unless
     provided otherwise under Part 11 of the Agreement, a Participant may select
     any combination of the available distribution forms.

     If the Employer elects to permit a single sum distribution of a portion of
     the Participant's vested Account Balance, the Employer may limit the
     availability or frequency of subsequent withdrawals under Part 11, #40.f.
     of the Nonstandardized Agreement [Part 11, #58.f. of the Nonstandardized
     401(k) Agreement]. If the Employer elects under Part 11 of the Agreement to
     permit installment payments as an optional form of distribution, the
     Participant (and spouse, if applicable) may elect to receive installments
     in monthly, quarterly, semi-annual or annual payments over a period not
     exceeding the Life Expectancy of the Participant and his/her Designated
     Beneficiary. The Participant may elect at any time to accelerate the
     payment of all, or any portion, of an installment distribution. If the
     Employer elects under Part 11 of the Agreement to permit annuity payments,
     such annuity payments may not be in a form that will provide for payments
     over a period extending beyond either the life of the Participant (or the
     lives of the Participant and his/her designated Beneficiary) or the life
     expectancy of the Participant (or the life expectancy of the Participant
     and his/her designated Beneficiary). The Employer may restrict the
     availability of installment payments or annuity payments under Part 11,
     #40.f. of the Nonstandardized Agreement [Part 11, #58.f. of the
     Nonstandardized 401(k) Agreement].

     If the Plan is subject to the Joint and Survivor Annuity requirements under
     Article 9, the Plan must make distribution in the form of a QJSA (as
     defined in Section 9.4(a)) unless the Participant (and spouse, if the
     Participant is married) elects an alternative distribution form in
     accordance with Section 9.4(d). (See Section 9.1 for the rules regarding
     the application of the Joint and Survivor Annuity requirements.)

8.2  AMOUNT ELIGIBLE FOR DISTRIBUTION. For purposes of determining the amount a
     Participant may receive as a distribution from the Plan, a Participant's
     Account Balance is determined as of the Valuation Date (as specified in
     Part 12 of the Agreement) which immediately precedes the date the
     Participant receives his/her distribution from the Plan. For this purpose,
     the Participant's Account Balance must be increased for any contributions
     allocated to the Participant's Account since the most recent Valuation Date
     and must be reduced for any distributions the Participant received from the
     Plan since the most recent Valuation Date. A Participant does not share in
     any allocation of gains or losses attributable to the period between the
     Valuation Date and the date of the distribution under the Plan, unless
     provided otherwise under Part 12 of the Agreement or under uniform funding
     and valuation procedures established by the Plan Administrator. In the case
     of a Participant-directed Account, the determination of the value of the
     Participant's Account for distribution purposes is subject to the funding
     and valuation procedures applicable to such directed Account.

8.3  DISTRIBUTIONS AFTER TERMINATION OF EMPLOYMENT. Subject to the required
     minimum distribution provisions under Article 10, a Participant whose
     employment with the Employer is terminated for any reason, other than
     death, is entitled to receive a distribution of his/her vested Account
     Balance in accordance with this Section 8.3 as of the date selected in Part
     9 of the Agreement. If a Participant dies while employed by the Employer,
     or dies before distribution of his/her vested Account Balance is completed,
     distribution will be made in accordance with Section 8.4.

     (A) ACCOUNT BALANCE EXCEEDING $5,000. If a Participant's entire vested
     Account Balance exceeds $5,000 at the time of distribution, the Participant
     may elect to receive a distribution of his/her vested Account Balance in
     any form permitted under Part 11 of the Agreement at the time indicated
     under Part 9, #33 of the Agreement [Part 9, #51 of the 401(k) Agreement].
     The Participant must receive proper notice and must consent in writing, in
     accordance with Section 8.7, prior to receiving a distribution from the
     Plan. If the Participant does not consent to a distribution upon
     terminating employment with the Employer, distribution will be made in
     accordance with Article 10. (Also see Section 8.8 for additional notice
     requirements.)

     (B) ACCOUNT BALANCE NOT EXCEEDING $5,000. If a Participant's entire vested
     Account Balance does not exceed $5,000 at the time of distribution, the
     Plan Administrator will distribute the Participant's entire vested Account
     Balance in a single lump sum at the time indicated under Part 9, #34 of the
     Agreement [Part 9, #52 of the 401(k) Agreement]. Although the Participant
     need not consent to receive a distribution under this subsection (b), the
     Participant must receive the notice described in Section 8.8 (if
     applicable) prior to receiving the distribution from the Plan. The Employer
     may modify the rule under this subsection (b) by electing under Part 9,
     #37.a. of the Agreement [Part 9, #55.a. of the 401(k) Agreement] to require
     Participant consent prior to a distribution from the Plan, without regard
     to whether the Participant's vested Account Balance exceeds $5,000 at the
     time of distribution.

     (C) PERMISSIBLE DISTRIBUTION EVENTS UNDER A 401(K) PLAN. A Participant may
     not receive a distribution of Section 401(k) Deferrals, QNECs, QMACs and
     Safe Harbor Contributions under this Section 8.3 unless the Participant
     satisfies one of the following conditions:

          (1) The Participant has a "separation from service" with the Employer.
          For this purpose, a separation from service occurs when an Employee
          terminates employment with the Employer. If a Participant changes jobs
          as a result of the Employer's liquidation, merger, consolidation or
          other similar transaction, a distribution may be made to the
          Participant if the Plan Administrator determines the Participant has
          incurred a separation from service in accordance with rules
          promulgated under the Code or regulations, or by reason of a ruling or
          other published guidance from the IRS. A Participant may not receive a
          distribution by reason of separation from service, or continue to
          receive an installment distribution based on separation from service,
          if prior to the time the distribution is made from the Plan, the
          Participant returns to employment with the Employer.

          (2) The Employer is a corporation and the Employer sells substantially
          all of the assets of a trade or business (within the meaning of
          Section 409(d)(2) of the Code) to an unrelated corporation, provided
          the purchaser does not continue to maintain the Plan with respect to
          the Participant after the sale and the Participant becomes employed by
          the unrelated corporation as a result of the sale and the distribution
          is made by the end of the second calendar year after the year of the
          sale. For this purpose, an Employer is deemed to have sold
          substantially all of the assets of a trade or business if it sells 85%
          or more of the total assets of such trade or business.

          (3) The Employer is a corporation and the Employer sells a subsidiary
          to an unrelated corporation, provided the purchaser does not continue
          to maintain the Plan with respect to the Participant after the sale
          and the Participant continues to be employed by the unrelated
          corporation after the sale and the distribution is made by the end of
          the second calendar year after the year of the sale.


                                                                              31

<PAGE>

     (D) DISABLED PARTICIPANT. A terminated Employee who is Disabled at the time
     of termination, or who becomes Disabled after terminating employment with
     the Employer, generally is entitled to a distribution in the time and
     manner specified in Part 9 of the Agreement. However, if so elected in Part
     9, #35 of the Agreement [Part 9, #53 of the 401(k) Agreement], a terminated
     Employee who is Disabled at the time of termination, or who becomes
     Disabled after terminating employment with the Employer, is entitled to a
     distribution in the time and manner specified in Part 9, #35 of the
     Agreement [Part 9, #53 of the 401(k) Agreement], to the extent such
     election will result in an earlier distribution than would otherwise be
     available under Part 9 of the Agreement.

     (E) DETERMINING WHETHER VESTED ACCOUNT BALANCE EXCEEDS $5,000. For
     distributions made on or after October 17, 2000, the determination of
     whether a Participant's vested Account Balance exceeds $5,000 is based on
     the value of the Participant's Account as of the most recent Valuation
     Date. In determining the value of a Participant's Account for distributions
     made before October 17, 2000, the "lookback rule" may apply. If the
     lookback rule applies, the Participant's vested Account Balance is deemed
     to exceed $5,000 for purposes of applying the provisions under this Article
     8 and Article 9.

     For distribution made after March 21, 1999 and before October 17, 2000, the
     "lookback rule" is applicable to a distribution to a Participant if the
     Participant previously received a distribution when his/her vested Account
     Balance exceeded $5,000, and either subsection (1) or (2) applies.

          (1) The distribution is subject to the Joint and Survivor Annuity
          requirements of Article 9.

          (2) The distribution is not subject to the Joint and Survivor Annuity
          requirements of Article 9, but a periodic distribution method (e.g.,
          an installment distribution) is currently in effect with respect to
          the Participant's vested Account Balance, at least one scheduled
          payment still remains, and when the first periodic payment was made
          under such election, the vested Account Balance exceeded $5,000.

          For distributions made before March 21, 1999, the lookback rule
          applies to all distributions, without regard to subsections (1) and
          (2) above. However, the Plan does not fail to satisfy the requirements
          of this subsection (e) if, prior to the adoption of this Plan, the
          lookback rule was applied to all distributions (without regard to the
          limitations described in subsections (1) and (2) above), or if the
          limitations described in subsections (1) and (2) above were applied to
          distributions made before March 22, 1999 but in a Plan Year beginning
          after August 5, 1997.

     (F) EFFECTIVE DATE OF $5,000 VESTED ACCOUNT BALANCE RULE. The provisions
     under this Article 8 and Article 9 which refer to a $5,000 vested Account
     Balance are effective for Plan Years beginning after August 5, 1997, unless
     a later effective date is specified in the GUST provisions under Appendix
     B-3.a. of the Agreement. For plan years beginning prior to August 6, 1997
     (or any later effective date specified in Appendix B-3.a. of the Agreement)
     any reference under this Article 8 or Article 9 to a $5,000 vested Account
     Balance should be applied by replacing $5,000 with $3,500.

8.4  DISTRIBUTION UPON THE DEATH OF THE PARTICIPANT. The death benefit payable
     with respect to a deceased Participant depends on whether the Participant
     dies after distribution of his Account Balance has commenced (see
     subsection (a) below) or before distribution commences (see subsection (b)
     below).

     (A) POST-RETIREMENT DEATH BENEFIT. If a Participant dies after commencing
     distribution of his/her benefit under the Plan, the death benefit is the
     benefit payable under the form of payment that has commenced. If a
     Participant commences distribution prior to death only with respect to a
     portion of his/her Account Balance, then the rules in subsection (b) apply
     to the rest of the Account Balance.

     (B) PRE-RETIREMENT DEATH BENEFIT. If a Participant dies before commencing
     distribution of his/her benefit under the Plan, the death benefit that is
     payable depends on whether the value of the death benefit exceeds $5,000
     and whether the Joint and Survivor Annuity requirements of Article 9 apply.
     If there is both a QPSA death benefit and a non-QPSA death benefit, each
     death benefit is valued separately to determine whether it exceeds $5,000.
     For death benefits distributed before the $5,000 rule described in Section
     8.3(f) is effective, substitute $3,500 for $5,000.

          (1) DEATH BENEFIT NOT EXCEEDING $5,000. If the value of the
          pre-retirement death benefit does not exceed $5,000, it shall be paid
          in a single sum as soon as administratively feasible after the
          Participant's death.

          (2) DEATH BENEFIT THAT EXCEEDS $5,000. If the value of the
          pre-retirement death benefit exceeds $5,000, the payment of the death
          benefit will depend on whether the Joint and Survivor Annuity
          requirements apply.

               (I) IF THE JOINT AND SURVIVOR ANNUITY REQUIREMENTS DO NOT APPLY.
               In this case, the entire death benefit is payable in the form and
               at the time described below in subsection (ii)(B).

               (II) IF THE JOINT AND SURVIVOR ANNUITY REQUIREMENTS APPLY. In
               this case, the death benefit consists of a QPSA death benefit
               (see Section 9.3) and, if the QPSA is defined to be less than
               100% of the Participant's vested Account Balance, a non-QPSA
               death benefit. The QPSA death benefit is payable in accordance
               with subsection (A) below, unless the Participant has waived such
               death benefit under the waiver procedures described in Section
               9.4(d). In the event there is a proper waiver of the QPSA death
               benefit, then such portion of the death benefit is payable in the
               same manner as the non-QPSA death benefit. The non-QPSA death
               benefit is payable in the form and at the time described below in
               subsection (B).

                    (A) QPSA DEATH BENEFIT. If the pre-retirement death benefit
                    is payable in the QPSA form, then it shall be paid in
                    accordance with Article 9. If the QPSA death benefit has not
                    been waived, but the surviving spouse elects a different
                    form of payment, then distribution of the QPSA death benefit
                    is made in accordance with the form of payment elected by
                    the spouse, provided such form of payment is available under
                    Section 8.1. The surviving spouse may request the payment of
                    the QPSA death benefit (in the QPSA form or in the form
                    elected by the surviving spouse) as soon as administratively
                    feasible after the death of the Participant. However,
                    payment of the death benefit will not commence without the
                    consent of the surviving spouse prior to the date the
                    Participant would have reached Normal Retirement Age (or age
                    62, if later). If the QPSA death benefit has been waived, in
                    accordance with the procedures in Article 9, then the
                    portion of the Participant's vested Account Balance that
                    would have been payable as a QPSA death benefit in the
                    absence of such a waiver is treated as a death benefit
                    payable under subsection (B).

                    (B) NON-QPSA DEATH BENEFITS. Any pre-retirement death
                    benefit not described in subsection (A) is payable under
                    this paragraph. Such death benefit is payable in lump sum as
                    soon as administratively feasible after the Participant's
                    death. However, the death benefit may be payable in a
                    different form if prescribed by the Participant's
                    Beneficiary designation, or if the Beneficiary, before a
                    lump sum payment of the benefit is made, requests an
                    election as to the form of payment. An alternative form of
                    payment must be one that is available under Section 8.1.

          (3) MINIMUM DISTRIBUTION REQUIREMENTS. In no event will any death
          benefit be paid in a manner that is inconsistent with the minimum
          distribution requirements of Section 10.2. In addition, the
          Beneficiary of any pre-retirement death benefit described above in
          subsection (2) may postpone the commencement of the death benefit to a
          date that is not later than the latest commencement date permitted
          under Section 10.2, unless such election is prohibited in Part 9,
          #37.b. of the Agreement [Part 9, #55.b. of the 401(k) Agreement].

     (C) DETERMINING A PARTICIPANT'S BENEFICIARY. A Participant may designate a
     Beneficiary to receive the death benefits described in this Section 8.4.
     Any Beneficiary designation is subject to the rules under subsections (1) -
     (4) below. A Participant may change or revoke a Beneficiary designation at
     any time by filing a new designation with the Plan Administrator. Any new
     Beneficiary designation is subject to the spousal consent rules described
     below, unless the spouse specifically waives such right under a general
     consent as authorized under Section 9.4(d). Unless specified otherwise in
     the Participant's designated beneficiary election form, if a Beneficiary
     does not predecease the Participant but dies before distribution of the
     death benefit is made to the Beneficiary, the death benefit will be paid to
     the Beneficiary's estate.

     The Plan Administrator may request proper proof of the Participant's death
     and may require the Beneficiary to provide evidence of his/her right to
     receive a distribution from the Plan in any form or manner the Plan
     Administrator may deem appropriate. The Plan Administrator's determination
     of the Participant's death and of the right of a Beneficiary to receive
     payment under the Plan shall be conclusive. If a distribution is to be made
     to a minor or incompetent Beneficiary, payments may be made to the person's
     legal guardian, conservator or custodian in accordance with the Uniform
     Gifts to Minors Act or similar law as permitted under the laws of the state
     where the Beneficiary resides. The Plan Administrator or Trustee will not
     be liable for any payments made in accordance with this subsection (c) and
     are not required to make any inquiries with respect to the competence of
     any person entitled to benefits under the Plan.

     If a Participant designates his/her spouse as Beneficiary and subsequent to
     such Beneficiary designation the Participant and spouse are divorced or
     legally separated, the designation of the spouse as Beneficiary under the
     Plan is automatically rescinded unless specifically provided otherwise
     under a divorce decree or QDRO, or unless the Participant enters into a new
     Beneficiary designation naming the prior spouse as Beneficiary.

          (1) SPOUSAL CONSENT TO BENEFICIARY DESIGNATION: POST-RETIREMENT DEATH
          BENEFIT. If a Participant is married at the time distribution
          commences to the Participant, the Beneficiary of any post-retirement
          death benefit is the Participant's surviving spouse, regardless of
          whether the Joint and Survivor Annuity requirements under Article 9
          apply, unless there is no surviving spouse or the spouse has consented
          to the Beneficiary


32

<PAGE>

          designation in a manner that is consistent with the requirements for a
          Qualified Election under Section 9.4(d), or makes a valid disclaimer
          of the benefit. If the Joint and Survivor Annuity requirements apply,
          the spouse is determined as of the Distribution Commencement Date for
          purposes of this spousal consent requirement. If the Joint and
          Survivor Annuity requirements do not apply, the spouse is determined
          as of the Participant's date of death for purposes of this spousal
          consent requirement.

          (2) SPOUSAL CONSENT TO BENEFICIARY DESIGNATION: PRE-RETIREMENT DEATH
          BENEFIT. The rules for spousal consent depend on whether the Joint and
          Survivor Annuity requirements in Article 9 apply.

               (I) IF THE JOINT AND SURVIVOR ANNUITY REQUIREMENTS APPLY. In this
               case, the QPSA death benefit will be payable in accordance with
               Section 9.3. The QPSA death benefit may be payable to a
               non-spouse Beneficiary only if the spouse consents to the
               Beneficiary designation, pursuant to the Qualified Election
               requirements under Section 9.4(d), or makes a valid disclaimer.
               The non-QPSA death benefit, if any, is payable to the person
               named in the Beneficiary designation, without regard to whether
               spousal consent is obtained for such designation. If a spouse
               does not properly consent to a Beneficiary designation, the QPSA
               waiver is invalid, and the QPSA death benefit is still payable to
               the spouse, but the Beneficiary designation remains valid with
               respect to any non-QPSA death benefit.

               (II) IF THE JOINT AND SURVIVOR ANNUITY REQUIREMENTS DO NOT APPLY.
               In this case, the surviving spouse (determined at the time of the
               Participant's death), if any, must be treated as the sole
               Beneficiary, regardless of any contrary Beneficiary designation,
               unless there is no surviving spouse, or the spouse has consented
               to the Beneficiary designation in a manner that is consistent
               with the requirements for a Qualified Election under Section
               9.4(d) or makes a valid disclaimer.

          (3) DEFAULT BENEFICIARIES. To the extent a Beneficiary has not been
          named by the Participant (subject to the spousal consent rules
          discussed above) and is not designated under the terms of this Plan to
          receive all or any portion of the deceased Participant's death
          benefit, such amount shall be distributed to the Participant's
          surviving spouse (if the Participant was married at the time of
          death). If the Participant does not have a surviving spouse at the
          time of death, distribution will be made to the Participant's
          surviving children, in equal shares. If the Participant has no
          surviving children, distribution will be made to the Participant's
          estate. The Employer may modify the default beneficiary rules
          described in this subparagraph by addition attaching appropriate
          language as an addendum to the Agreement.

          (4) ONE-YEAR MARRIAGE RULE. The Employer may elect under Part 11,
          #41.c. of the Agreement [Part 11, #59.c. of the 401(k) Agreement], for
          purposes of applying the provisions of this Section 8.4, that an
          individual will not be considered the surviving spouse of the
          Participant if the Participant and the surviving spouse have not been
          married for the entire one-year period ending on the date of the
          Participant's death.

8.5  DISTRIBUTIONS PRIOR TO TERMINATION OF EMPLOYMENT.

     (A) EMPLOYEE AFTER-TAX CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS AND TRANSFERS.
     A Participant may withdraw at any time, upon written request, all or any
     portion of his/her Account Balance attributable to Employee After-Tax
     Contributions or Rollover Contributions. Any amounts transferred to the
     Plan pursuant to a Qualified Transfer (as defined in Section 3.3(d)) also
     may be withdrawn at any time pursuant to a written request. No forfeiture
     will occur solely as a result of an Employer's withdrawal of Employee
     After-Tax Contributions. The Employer may elect in Part 10, #39.d. of the
     Nonstandardized Agreement [Part 10, #57.d. of the Nonstandardized 401(k)
     Agreement] to modify the availability of in-service withdrawals of Employee
     After-Tax Contributions, Rollover Contributions or Qualified Transfers.

     With respect to transfers (other than Qualified Transfers) and subject to
     the restrictions on distributions of transferred assets under Section 3.3,
     a Participant may request a distribution of all or any portion of his/her
     Transfer Account only as permitted under this Article with respect to
     contributions of the same type as are being withdrawn.

     (B) EMPLOYER CONTRIBUTIONS. Except as provided in Section 14.10 dealing
     with defaulted Participant loans, a Participant may receive a distribution
     of all or any portion of his/her vested Account Balance attributable to
     Employer Contributions prior to termination of employment only as permitted
     under Part 10 of the Agreement. If the Joint and Survivor Annuity
     requirements under Article 9 apply to the Participant, the Participant's
     spouse (if the Participant is married at the time of distribution) must
     consent to a distribution in accordance with Section 9.2.

     The Employer may elect under the profit sharing or 401(k) plan Agreement to
     permit in-service distributions of Employer Contributions (other than
     Section 401(k) Deferrals, QMACs, QNECs and Safe Harbor Contributions) upon
     the occurrence of a specified event or upon the completion of a certain
     number of years. In no case, however, may a distribution that is made
     solely on account of the completion of a designated number of years be made
     with respect to Employer Contributions that have been accumulated in the
     Plan for less than 2 years. This rule does not apply if the Participant has
     been an Eligible Participant in the Plan for at least 5 years. An inservice
     distribution may be made on account of a specified event (other than the
     completion of a designated number of years) at any time, if authorized
     under Part 10 of the Agreement.

     If a Participant with a partially vested benefit receives an in-service
     distribution under the Plan, the special vesting schedule under Section 4.8
     must be applied to determine the Participant's vested percentage in his/her
     remaining Account Balance. This special vesting schedule will not apply if
     the Employer limits the availability of in-service distributions under Part
     10 of the Agreement to Participants who are 100% vested.

     (C) SECTION 401(K) DEFERRALS, QUALIFIED NONELECTIVE CONTRIBUTIONS,
     QUALIFIED MATCHING CONTRIBUTIONS AND SAFE HARBOR CONTRIBUTIONS. If the
     Employer has adopted the 401(k) Agreement, a Participant may receive an
     in-service distribution of all or any portion of his/her Section 401(k)
     Deferral Account, QMAC Account, QNEC Account, Safe Harbor Matching
     Contribution Account and Safe Harbor Nonelective Contribution Account only
     as permitted under Part 10 of the Agreement. No provision in this Plan or
     in Part 10 of the Agreement may be interpreted to permit a Participant to
     receive a distribution of such amounts prior to the occurrence of one of
     the following events:

          (1) the Participant becoming Disabled;

          (2) the Participant's attainment of age 59(1)U2;

          (3) the Participant's Hardship (as defined in Section 8.6).

     (D) CORRECTIVE DISTRIBUTIONS. Nothing in this Article 8 precludes the Plan
     Administrator from making a distribution to a Participant, to the extent
     such distribution is made to correct a qualification defect in accordance
     with the corrective procedures under the IRS' voluntary compliance
     programs. Thus, for example, nothing in this Article 8 would preclude the
     Plan from making a corrective distribution to an Employee who received
     contributions under the Plan prior to becoming an Eligible Participant. Any
     such distribution must be made in accordance with the correction procedures
     applicable under the IRS' voluntary correction programs.

8.6  HARDSHIP DISTRIBUTION. To the extent permitted under Part 10 of the
     Agreement, a Participant may receive an in-service distribution on account
     of a Hardship. The Employer may elect under Part 10, #38.c. of the
     Agreement [Part 10, #56.c. of the 401(k) Agreement] to permit a Hardship
     distribution only if the Participant satisfies the safe harbor Hardship
     requirements under subsection (a) below. Alternatively, the Employer may
     elect under Part 10, #38.d. of the Agreement [Part 10, #56.d. of the 401(k)
     Agreement] to permit a Hardship distribution of Employer Contributions
     (other than Section 401(k) Deferrals) in accordance with the requirements
     of subsection (b) below. A Hardship distribution of Section 401(k)
     Deferrals must meet the requirements of a safe harbor Hardship as described
     under subsection (a) below. A Hardship distribution under this Section 8.6
     is not available for QNECs, QMACs or Safe Harbor Contributions.

     (A) SAFE HARBOR HARDSHIP DISTRIBUTION. To qualify for a safe harbor
     Hardship, a Participant must demonstrate an immediate and heavy financial
     need, as described in subsection (1), and must satisfy the conditions
     described in subsection (2).

          (1) IMMEDIATE AND HEAVY FINANCIAL NEED. To be considered an immediate
          and heavy financial need, the Hardship distribution must be made on
          account of one of the following events:

               (i) the incurrence of medical expenses (as described in Section
               213(d) of the Code), of the Participant, the Participant's spouse
               or dependents;

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

               (iii) payment of tuition and related educational fees (including
               room and board) for the next 12 months of post-secondary
               education for the Participant, the Participant's spouse, children
               or dependents;

               (iv) to prevent the eviction of the Participant from, or a
               foreclosure on the mortgage of, the Participant's principal
               residence; or

               (v) any other event that the IRS recognizes as a safe harbor
               Hardship distribution event under ruling, notice or other
               guidance of general applicability.

               A Participant must provide the Plan Administrator with a written
               request for a Hardship distribution. The Plan Administrator may
               require written documentation, as it deems necessary, to
               sufficiently document the existence of a proper Hardship event.

          (2) CONDITIONS FOR TAKING A SAFE HARBOR HARDSHIP WITHDRAWAL. A
          Participant may receive a safe harbor Hardship withdrawal only if all
          of the following conditions are satisfied.

               (i) The Participant has obtained all available distributions,
               other than Hardship distributions, and all nontaxable loans under
               the Plan and all other qualified plans maintained by the
               Employer.


                                                                              33

<PAGE>

               (ii) The Participant is suspended from making any Section 401(k)
               Deferrals (and any Employee After-Tax Contributions) under the
               Plan or any other plans (other than welfare benefit plans)
               maintained by the Employer for 12 months after the receipt of the
               Hardship distribution.

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

               (iv) The limitation on Elective Deferrals under Code Section
               402(g) for the Participant for the taxable year immediately
               following the taxable year of the Hardship distribution is
               reduced by the amount of any Elective Deferrals the Participant
               made during the taxable year of the Hardship distribution.

     (B) NON-SAFE HARBOR HARDSHIP DISTRIBUTION. The Employer may elect under
     Part 10, #38.d. of the Agreement [Part 10, #56.d. of the 401(k) Agreement]
     to permit a Hardship distribution of Employer Contributions (other than
     Section 401(k) Deferrals) on account of an immediate and heavy financial
     need (as described in subsection (a)(1) above), but without regard to the
     requirements of subsection (a)(2) above. Solely for the purpose of applying
     this subsection (b), a Hardship distribution will be on account of an
     immediate and heavy financial need if such Hardship distribution is made to
     pay for funeral expenses for a family member of the Participant or upon the
     Participant's Disability. The Employer may add other permitted Hardship
     events under Part 10, #39.d. of the Nonstandardized Agreement [Part 10,
     #57.d. of the Nonstandardized 401(k) Agreement]. A non-safe harbor Hardship
     distribution is not available for Section 401(k) Deferrals, QNECs, QMACs or
     Safe Harbor Contributions.

     (C) AMOUNT AVAILABLE FOR DISTRIBUTION. A Participant may receive a Hardship
     distribution of any portion of his/her vested Employer Contribution Account
     or Employer Matching Contribution Account (including earnings thereon), as
     permitted under Part 10 of the Agreement. A Participant may receive a
     Hardship distribution of any portion of his/her Section 401(k) Deferral
     Account, if permitted under Part 10 of the Agreement, provided such
     distribution, when added to other Hardship distributions from Section
     401(k) Deferrals, does not exceed the total Section 401(k) Deferrals the
     Participant has made to the Plan (increased by income allocable to such
     Section 401(k) Deferrals that was credited by the later of December 31,
     1988 or the end of the last Plan Year ending before July 1, 1989). A
     Participant may not receive a Hardship distribution from his/her QNEC
     Account, QMAC Account, Safe Harbor Nonelective Contribution Account or Safe
     Harbor Matching Contribution Account.

8.7  PARTICIPANT CONSENT. If the value of a Participant's entire vested Account
     Balance exceeds $5,000 (as determined in accordance with Section 8.3(e)),
     the Participant must consent to any distribution of such Account Balance
     prior to his/her Required Beginning Date (as defined in Section 10.3(a)).
     The Employer may modify this provision under Part 9, #37.b. of the
     Agreement [Part 9, #55.b. of the 401(k) Agreement] to provide for automatic
     distribution to a terminated Participant (or Beneficiary) as of the date
     the Participant attains (or would have attained if not deceased) the later
     of Normal Retirement Age or age 62. A Participant must consent in writing
     to a distribution under this Section 8.7 within the 90-day period ending on
     the Distribution Commencement Date (as defined in Section 22.56). If the
     Participant is subject to the Joint and Survivor Annuity requirements under
     Article 9 of this Plan, the Participant's spouse (if the Participant is
     married at the time of the distribution) also must consent to the
     distribution in accordance with Section 9.2. If the distribution is an
     Eligible Rollover Distribution, the Participant must also direct the Plan
     Administrator as to whether he/she wants a Direct Rollover and if so, the
     name of the Eligible Retirement Plan to which the distribution will be
     made. (See Section 8.8 for more information regarding the Direct Rollover
     rules.)

     (A) PARTICIPANT NOTICE. Prior to receiving a distribution from the Plan,
     the Participant must be notified of his/her right to defer any distribution
     from the Plan in accordance with the provisions under Article 10 of this
     BPD. The notification shall include a general description of the material
     features and the relative values of the optional forms of benefit available
     under the Plan (consistent with the requirements under Code Section
     417(a)(3)). The notice must be provided no less than 30 days and no more
     than 90 days prior to the Participant's Distribution Commencement Date.
     However, distribution may commence less than 30 days after the notice is
     given, if the Participant is clearly informed of his/her right to take 30
     days after receiving the notice to decide whether or not to elect a
     distribution (and, if applicable, a particular distribution option), and
     the Participant, after receiving the notice, affirmatively elects to
     receive the distribution prior to the expiration of the 30-day minimum
     period. (But see Section 9.5(a) for the rules regarding the timing of
     distributions when the Joint and Survivor Annuity requirements apply.) The
     notice requirements described in this paragraph may be satisfied by
     providing a summary of the required information, so long as the conditions
     described in applicable regulations for the provision of such a summary are
     satisfied, and the full notice is also provided (without regard to the
     90-day period described in this subsection).

     (B) SPECIAL RULES. The consent rules under this Section 8.7 apply to
     distributions made after the Participant's termination of employment and to
     distributions made prior to the Participant's termination of employment.
     However, the consent of the Participant (and the Participant's spouse, if
     applicable) shall not be required to the extent that a distribution is
     made:

          (1) to satisfy the required minimum distribution rules under Article
          10;

          (2) to satisfy the requirements of Code Section 415, as described in
          Article 7;

          (3) to correct Excess Deferrals, Excess Contributions or Excess
          Aggregate Contributions, as described in Article 17.

          In addition, if distributions are being made on account of the
          termination of the Plan, and an annuity option is not available under
          the Plan, the Participant's Account Balance will, without the
          Participant's consent, be distributed to the Participant, without
          regard to the value of the Participant's vested Account Balance,
          unless the Employer (or any Related Employer) maintains another
          Defined Contribution Plan (other than an employee stock ownership plan
          as defined in Code Section 4975(e)(7)). If the Employer or any Related
          Employer maintains another Defined Contribution Plan (other than an
          employee stock ownership plan), then the Participant's Account Balance
          will be transferred, without the Participant's consent, to the other
          plan, if the Participant does not consent to an immediate distribution
          (to the extent consent to an immediate distribution is otherwise
          required under this Section 8.7).

8.8  DIRECT ROLLOVERS. This Section 8.8 applies to distributions made on or
     after January 1, 1993. Notwithstanding any provision in the Plan to the
     contrary, a Participant may elect to have all or any portion of an Eligible
     Rollover Distribution paid directly to an Eligible Retirement Plan in a
     Direct Rollover. If a Participant elects a Direct Rollover of only a
     portion of an Eligible Rollover Distribution, the Plan Administrator may
     require that the amount being rolled over equals at least $500.

     For purposes of this Section 8.8, a Participant includes a Participant or
     former Participant. In addition, this Section applies to any distribution
     from the Plan made to a Participant's surviving spouse or to a
     Participant's spouse or former spouse who is the Alternate Payee under a
     QDRO, as defined in Section 22.151.

     If it is reasonable to expect (at the time of the distribution) that the
     total amount the Participant will receive as a distribution during the
     calendar year will total less than $200, the Employer need not offer the
     Participant a Direct Rollover option with respect to such distribution.

     (A) ELIGIBLE ROLLOVER DISTRIBUTION. An Eligible Rollover Distribution is
     any distribution of all or any portion of a Participant's Account Balance,
     except for the following distributions:

          (1) any distribution that is one of a series of substantially equal
          periodic payments (not less frequently than annually) made for the
          life (or Life Expectancy) of the Participant or the joint lives (or
          joint Life Expectancies) of the Participant and the Participant's
          Beneficiary, or for a specified period of 10 years or more;

          (2) any distribution to the extent such distribution is a required
          minimum distribution under Article 10;

          (3) 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);

          (4) an in-service Hardship withdrawal of Section 401(k) Deferrals, as
          described in subsection (e) below; and

          (5) a distribution made to satisfy the requirements of Code Section
          415, as described in Article 7, or a distribution to correct Excess
          Deferrals, Excess Contributions or Excess Aggregate Contributions, as
          described in Article 17.

     (B) ELIGIBLE RETIREMENT PLAN. An Eligible Retirement Plan is:

          (1) an individual retirement account described in Section 408(a) of
          the Code;

          (2) an individual retirement annuity described in Section 408(b) of
          the Code;

          (3) an annuity plan described in Section 403(a) of the Code; or

          (4) a qualified plan described in Section 401(a) of the Code.

          However, in the case of an Eligible Rollover Distribution to a
          surviving spouse, an Eligible Retirement Plan is only an individual
          retirement account or individual retirement annuity.

     (C) DIRECT ROLLOVER. A Direct Rollover is a payment made directly from the
     Plan to the Eligible Retirement Plan specified by the Participant. The Plan
     Administrator may develop reasonable procedures for accommodating Direct
     Rollover requests.

     (D) DIRECT ROLLOVER NOTICE. A Participant entitled to an Eligible Rollover
     Distribution must receive a written explanation of his/her right to a
     Direct Rollover, the tax consequences of not making a Direct Rollover, and,
     if applicable, any available special income tax elections. The notice must
     be provided within the same 30 - 90 day timeframe applicable to the


34

<PAGE>

     Participant consent notice under Section 8.7(a). The Direct Rollover notice
     must be provided to all Participants, unless the total amount the
     Participant will receive as a distribution during the calendar year is
     expected to be less than $200.

     If a Participant terminates employment with a total vested Account Balance
     of $5,000 or less (as determined under Section 8.3(e)) and the Participant
     does not respond to the Direct Rollover notice indicating whether a Direct
     Rollover is desired and the name of the Eligible Retirement Plan to which
     the Direct Rollover is to be made, the Plan Administrator will distribute
     the Participant's entire vested Account Balance (in accordance with Section
     8.3(b)) no earlier than 30 days and no later than 90 days following the
     provision of the notice under Section 8.7. The notice will describe the
     procedures for making a default distribution under this paragraph,
     including any rules for making a default Direct Rollover to an IRA. Any
     default provisions described under the notice must be applied uniformly and
     in a nondiscriminatory manner. If the notice provides for a default Direct
     Rollover, the default distribution will be made as a Direct Rollover to the
     IRA designated under the notice. The notice must contain pertinent
     information regarding the Direct Rollover, including the name, address and
     telephone number of the IRA trustee and information regarding IRA
     maintenance and withdrawal fees and how the IRA funds will be invested. The
     notice will describe the timing of the Direct Rollover and the
     Participant's ability to affirmatively opt out of the Direct Rollover. The
     selection of an IRA trustee, custodian or issuer and the selection of IRA
     investments for purposes of a default Direct Rollover constitutes a
     fiduciary act subject to the general fiduciary standards and prohibited
     transaction provisions of ERISA.

     (E) SPECIAL RULES FOR HARDSHIP WITHDRAWALS OF SECTION 401(K) DEFERRALS. A
     Hardship withdrawal of Section 401(k) Deferrals (as described in Code
     Section 401(k)(2)(B)(i)(IV)) is not an Eligible Rollover Distribution to
     the extent such withdrawal is made after December 31, 1998 or, if later,
     the first day (but not later than January 1, 2000) that the Plan
     Administrator begins to treat such Hardship withdrawals as ineligible for
     rollover. Subject to any contrary pronouncement under statute, regulation
     or IRS guidance, the Employer may treat a Hardship withdrawal of Section
     401(k) Deferrals as an Eligible Rollover Distribution if the Participant
     otherwise satisfies a nonHardship distribution event described in Code
     Section 401(k)(2) or (10) at the time of the withdrawal, regardless of
     whether the Plan's procedures characterizes such distribution as a Hardship
     withdrawal.

8.9  SOURCES OF DISTRIBUTION. Unless provided otherwise in separate
     administrative provisions adopted by the Plan Administrator, in applying
     the distribution provisions under this Article 8, distributions will be
     made on a pro rata basis from all Accounts from which a distribution is
     permitted under this Article. Alternatively, the Plan Administrator may
     permit Participants to direct the Plan Administrator as to which Account
     the distribution is to be made. Regardless of a Participant's direction as
     to the source of any distribution, the tax effect of such a distribution
     will be governed by Code Section 72 and the regulations thereunder.

     (A) EXCEPTION FOR HARDSHIP WITHDRAWALS. If the Plan permits a Hardship
     withdrawal from both Section 401(k) Deferrals and Employer Contributions, a
     Hardship distribution will first be treated as having been made from a
     Participant's Employer Contribution Account and then from the Employer's
     Matching Contribution Account, to the extent such Hardship distribution is
     available with respect to such Accounts. Only when all available amounts
     have been exhausted under the Participant's Employer Contribution Account
     and/or Employer Matching Contribution Account will a Hardship distribution
     be made from a Participant's Section 401(k) Deferral Account. The Plan
     Administrator may modify this provision in separate administrative
     procedures.

     (B) IN-KIND DISTRIBUTIONS. Nothing in this Article precludes the Plan
     Administrator from making a distribution in the form of property, or other
     in-kind distribution

ARTICLE 9 JOINT AND SURVIVOR ANNUITY REQUIREMENTS

This Article provides rules concerning the application of the Joint and Survivor
Annuity requirements under this Plan. If the Plan is a profit sharing plan or a
401(k) plan, Part 11, #41.b. of the Agreement [Part 11, #59.b. of the 401(k)
Agreement] permits the Employer to apply the Joint and Survivor Annuity
requirements to all Participants under the Plan. If the Employer does not elect
to apply the Joint and Survivor Annuity requirements to all Participants, the
Plan is only subject to the Joint and Survivor Annuity requirements to the
extent required under Section 9.1(b) of this Article.

9.1  APPLICABILITY. Except as provided in Section 9.6 below, this Article 9
     applies to any distribution received by a Participant under the money
     purchase plan Agreement or the target benefit plan Agreement. For a profit
     sharing plan or 401(k) plan, the following rules apply.

     (A) ELECTION TO HAVE REQUIREMENTS APPLY. If this Plan is a profit sharing
     plan or a 401(k) plan, and the Employer elects under Part 11, #41.b. of the
     profit sharing plan Agreement or Part 11, #59.b. of the 401(k) Agreement to
     apply the Joint and Survivor Annuity requirements, then this Article 9
     applies in the same manner as it does to a money purchase plan or a target
     benefit plan.

     (B) ELECTION TO HAVE REQUIREMENTS NOT APPLY. If this Plan is a profit
     sharing plan or a 401(k) plan, and the Employer elects under Part 11,
     #41.a. of the profit sharing plan Agreement or Part 11, #59.a. of the
     401(k) Agreement not to apply the Joint and Survivor Annuity requirements,
     this Article 9 generally will not apply to distributions from the Plan.
     However, the rules of this Article 9 will apply to a Participant under the
     following conditions:

          (1) the Participant elects to receive his/her benefit in the form of a
          life annuity (if a life annuity is a permissible distribution option
          under Part 11 of the Agreement); or

          (2) the Participant has received a direct or indirect transfer of
          benefits (other than a Qualified Transfer as defined in Section
          3.3(d)) from any plan which was subject to the Joint and Survivor
          Annuity requirements at the time of the transfer (but only to such
          transferred benefits); or

          (3) the Participant's benefits under the Plan are used to offset the
          benefits under another plan of the Employer that is subject to the
          Joint and Survivor Annuity requirements.

          Nothing in this subsection (b) prohibits a Plan Administrator from
          developing administrative procedures that apply the spousal consent
          requirements outlined in this Article 9 to a Plan that is not
          otherwise subject to the Joint and Survivor Annuity requirements. For
          example, the Plan Administrator may require under separate
          administrative procedures to require spousal consent to Participant
          distributions or may in a separate loan procedure require spousal
          consent prior to granting a Participant loan, without subjecting the
          Plan to the Joint and Survivor Annuity requirements.

     (C) ACCUMULATED DEDUCTIBLE EMPLOYEE CONTRIBUTIONS. For purposes of applying
     the rules under this Section 9.1, any distribution from a separate Account
     under a money purchase plan or a target benefit plan which is attributable
     solely to accumulated deductible employee contributions, as defined in Code
     Section 72(o)(5)(B), is treated as a distribution from a profit sharing
     plan or 401(k) plan for which the rules under subsection (b) above apply.

9.2  QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA). If the Joint and Survivor
     Annuity requirements apply to a Participant, any distribution from the Plan
     to that Participant must be in the form of a QJSA (as defined in Section
     9.4(a)), unless the Participant (and the Participant's spouse, if the
     Participant is married) elects to receive the distribution in an
     alternative form, as authorized under Part 11 of the Agreement. Any
     election of an alternative form of distribution must be pursuant to a
     Qualified Election. Only the Participant needs consent (pursuant to Section
     8.7) to the commencement of a distribution in the form of a QJSA.

9.3  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY (QPSA). If the Joint and Survivor
     Annuity requirements apply to a Participant who dies before the
     Distribution Commencement Date, the spouse of that Participant is entitled
     to receive a QPSA (as defined in Section 9.4(b)), unless the Participant
     and spouse have waived the QPSA pursuant to a Qualified Election. The
     Employer may elect under Part 11, #41.c. of the Agreement [Part 11, #59.c.
     of the 401(k) Agreement] that a surviving spouse is not entitled to a QPSA
     benefit if the Participant and surviving spouse were not married throughout
     the one year period ending on the date of the Participant's death. Any
     portion of a Participant's vested Account Balance that is not payable to
     the surviving spouse as a QPSA (or other form elected by the surviving
     spouse) constitutes a non-QPSA death benefit and is payable under the rules
     described in Section 8.4.

9.4  DEFINITIONS.

     (A) QUALIFIED JOINT AND SURVIVOR ANNUITY (QJSA). A QJSA is an immediate
     annuity payable over the life of the Participant with a survivor annuity
     payable over the life of the spouse. If the Participant is not married as
     of the Distribution Commencement Date, the QJSA is an immediate annuity
     payable over the life of the Participant. The survivor annuity must provide
     for payments to the surviving spouse equal to 50% of the payments to which
     the Participant is entitled under the annuity during the joint lives of the
     Participant and the spouse. The Employer may elect under Part 11, #41.b. of
     the Agreement [Part 11, #59.b. of the 401(k) Agreement] to make payments to
     the surviving spouse equal to 100%, 75% or 66(2)U3% (instead of 50%) of the
     payments the Participant is entitled to under the annuity.

     (B) QUALIFIED PRERETIREMENT SURVIVOR ANNUITY (QPSA). A QPSA is an annuity
     payable over the life of the surviving spouse that is purchased using 50%
     of the Participant's vested Account Balance as of the date of death. The
     Employer may elect under Part 11, #41.b. of the Agreement [Part 11, #59.b.
     of the 401(k) Agreement] to provide a QPSA equal to 100% (instead of 50%)
     of the Participant's vested Account Balance. The remaining vested Account
     Balance will be distributed in accordance with the death distribution
     provisions under Section 8.4. To the extent the Participant's vested
     Account Balance is derived from Employee After-Tax Contributions, the QPSA
     will share in the Employee After-Tax Contributions in the same proportion
     as the Employee After-Tax Contributions bear to the total vested Account
     Balance of the Participant.


                                                                              35

<PAGE>

     The surviving spouse may elect to have the QPSA distributed at any time
     following the Participant's death (subject to the required minimum
     distribution rules under Article 10) and may elect to receive distribution
     in any form permitted under Section 8.1 of the Plan. If the surviving
     spouse fails to elect distribution upon the Participant's death, the QPSA
     benefit will be distributed in accordance with Section 8.4.

     (C) DISTRIBUTION COMMENCEMENT DATE. The Distribution Commencement Date is
     the date an Employee commences distributions from the Plan. If a
     Participant commences distribution with respect to a portion of his/her
     Account Balance, a separate Distribution Commencement Date applies to any
     subsequent distribution. If distribution is made in the form of an annuity,
     the Distribution Commencement Date is the first day of the first period for
     which annuity payments are made.

     (D) QUALIFIED ELECTION. A Participant (and the Participant's spouse) may
     waive the QJSA or QPSA pursuant to a Qualified Election. If it is
     established to the satisfaction of a plan representative that there is no
     spouse or that the spouse cannot be located, any waiver signed by the
     Participant is deemed to be a Qualified Election. For this purpose, a
     Participant will be deemed to not have a spouse if the Participant is
     legally separated or has been abandoned and the Participant has a court
     order to such effect. However, a former spouse of the Participant will be
     treated as the spouse or surviving spouse and any current spouse will not
     be treated as the spouse or surviving spouse to the extent provided under a
     QDRO.

     A Qualified Election is a written election signed by both the Participant
     and the Participant's spouse (if applicable) that specifically acknowledges
     the effect of the election. The spouse's consent must be witnessed by a
     plan representative or notary public. In the case of a waiver of the QJSA,
     the election must designate an alternative form of benefit payment that may
     not be changed without spousal consent (unless the spouse enters into a
     general consent agreement expressly permitting the Participant to change
     the form of payment without any further spousal consent). In the case of a
     waiver of the QPSA, the election must be made within the QPSA Election
     Period and the election must designate a specific alternate Beneficiary,
     including any class of Beneficiaries or any contingent Beneficiaries, which
     may not be changed without spousal consent (unless the spouse enters into a
     general consent agreement expressly permitting the Participant to change
     the Beneficiary designation without any further spousal consent).

     Any consent by a spouse under a Qualified Election (or a determination that
     the consent of a spouse is not required) shall be effective only with
     respect to such spouse. If the Qualified Election permits the Participant
     to change a payment form or Beneficiary designation without any further
     consent by the spouse, the Qualified Election must acknowledge that the
     spouse has the right to limit consent to a specific form of benefit or a
     specific Beneficiary, as applicable, and that the spouse voluntarily elects
     to relinquish either or both of such rights. A Participant or spouse may
     revoke a prior waiver of the QPSA benefit at any time before the
     commencement of benefits. Spousal consent is not required for a Participant
     to revoke a prior QPSA waiver. No consent obtained under this provision
     shall be valid unless the Participant has received notice as provided in
     Section 9.5 below.

     (E) QPSA ELECTION PERIOD. A Participant (and the Participant's spouse) may
     waive the QPSA at any time during the QPSA Election Period. The QPSA
     Election Period is the period beginning on the first day of the Plan Year
     in which the Participant attains age 35 and ending on the date of the
     Participant's death. If a Participant separates from service prior to the
     first day of the Plan Year in which age 35 is attained, with respect to the
     Account Balance as of the date of separation, the QPSA Election Period
     begins on the date of separation.

     (F) PRE-AGE 35 WAIVER. A Participant who has not yet attained age 35 as of
     the end of a Plan Year may make a special Qualified Election to waive, with
     spousal consent, the QPSA for the period beginning on the date of such
     election and ending on the first day of the Plan Year in which the
     Participant will attain age 35. Such election is not valid unless the
     Participant receives the proper notice required under Section 9.5 below.
     QPSA coverage is automatically reinstated as of the first day of the Plan
     Year in which the Participant attains age 35. Any new waiver on or after
     such date must satisfy all the requirements for a Qualified Election.

9.5  NOTICE REQUIREMENTS.

     (A) QJSA. In the case of a QJSA, the Plan Administrator shall provide each
     Participant with a written explanation of: (1) the terms and conditions of
     the QJSA; (2) the Participant's right to make and the effect of an election
     to waive the QJSA form of benefit; (3) the rights of the Participant's
     spouse; and (4) the right to make, and the effect of, a revocation of a
     previous election to waive the QJSA. The notice must be provided to each
     Participant under the Plan no less than 30 days and no more than 90 days
     prior to the Distribution Commencement Date.

     A Participant may commence receiving a distribution in a form other than a
     QJSA less than 30 days after receipt of the written explanation described
     in the preceding paragraph provided: (1) the Participant has been provided
     with information that clearly indicates that the Participant has at least
     30 days to consider whether to waive the QJSA and elect (with spousal
     consent) a form of distribution other than a QJSA; (2) the Participant is
     permitted to revoke any affirmative distribution election at least until
     the Distribution Commencement Date or, if later, at any time prior to the
     expiration of the 7-day period that begins the day after the explanation of
     the QJSA is provided to the Participant; and (3) the Distribution
     Commencement Date is after the date the written explanation was provided to
     the Participant. For distributions on or after December 31, 1996, the
     Distribution Commencement Date may be a date prior to the date the written
     explanation is provided to the Participant if the distribution does not
     commence until at least 30 days after such written explanation is provided,
     subject to the waiver of the 30-day period.

     (B) QPSA. In the case of a QPSA, the Plan Administrator shall provide each
     Participant within the applicable period for such Participant a written
     explanation of the QPSA in such terms and in such manner as would be
     comparable to the explanation provided for the QJSA in subsection (a)
     above. The applicable period for a Participant is whichever of the
     following periods ends last: (1) the period beginning with the first day of
     the Plan Year in which the Participant attains age 32 and ending with the
     close of the Plan Year preceding the Plan Year in which the Participant
     attains age 35; (2) a reasonable period ending after the individual becomes
     a Participant; or (3) a reasonable period ending after the joint and
     survivor annuity requirements first apply to the Participant.
     Notwithstanding the foregoing, notice must be provided within a reasonable
     period ending after separation from service in the case of a Participant
     who separates from service before attaining age 35.

     For purposes of applying the preceding paragraph, a reasonable period
     ending after the enumerated events described in (2) and (3) is the end of
     the two-year period beginning one year prior to the date the applicable
     event occurs, and ending one year after that date. In the case of a
     Participant who separates from service before the Plan Year in which age 35
     is attained, notice shall be provided within the two-year period beginning
     one year prior to separation and ending one year after separation. If such
     a Participant thereafter returns to employment with the employer, the
     applicable period for such Participant shall be redetermined.

9.6  EXCEPTION TO THE JOINT AND SURVIVOR ANNUITY REQUIREMENTS. Except as
     provided in Section 9.7, this Article 9 does not apply to any Participant
     who has not earned an Hour of Service with the Employer on or after August
     23, 1984. In addition, if, as of the Distribution Commencement Date, the
     Participant's vested Account Balance (for pre-death distributions) or the
     value of the QPSA death benefit (for post-death distributions) does not
     exceed $5,000, the Participant or surviving spouse, as applicable, will
     receive a lump sum distribution pursuant to Section 8.4(b)(1), in lieu of
     any QJSA or QPSA benefits. (See Section 8.3(e) for special rules for
     calculating the value of a Participant's vested Account Balance.)

9.7  TRANSITIONAL RULES. Any living Participant not receiving benefits on August
     23, 1984, who would otherwise not receive the benefits prescribed under
     this Article 9 must be given the opportunity to elect to have the preceding
     provisions of this Article 9 apply if such Participant is credited with at
     least one Hour of Service under this Plan or a predecessor plan in a Plan
     Year beginning on or after January 1, 1976, and such Participant had at
     least 10 years of vesting service when he or she separated from service.
     The Participant must be given the opportunity to elect to have this Article
     9 apply during the period commencing on August 23, 1984, and ending on the
     date benefits would otherwise commence to such Participant. A Participant
     described in this paragraph who has not elected to have this Article 9
     apply is subject to the rules in this Section 9.7 instead. Also, a
     Participant who does not qualify to elect to have this Article 9 apply
     because such Participant does not have at least 10 Years of Service for
     vesting purposes is subject to the rules of this Section 9.7.

     Any living Participant not receiving benefits on August 23, 1984, who was
     credited with at least one Hour of Service under this Plan or a predecessor
     plan on or after September 2, 1974, and who is not otherwise credited with
     any service in a Plan Year beginning on or after January 1, 1976, must be
     given the opportunity to have his/her benefits paid in accordance with the
     following paragraph. The Participant must be given the opportunity to elect
     to have this Section 9.7 apply (other than the first paragraph of this
     Section) during the period commencing on August 23, 1984, and ending on the
     date benefits would otherwise commence to such Participant.

     If, under either of the preceding two paragraphs, a Participant is subject
     to this Section 9.7, the following rules apply.

     (A) AUTOMATIC JOINT AND SURVIVOR ANNUITY. If benefits in the form of a life
     annuity become payable to a married Participant who:

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

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

          (3) begins to receive payments on or after the Qualified Early
          Retirement Age; or


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          (4) separates from service on or after attaining Normal Retirement Age
          (or the Qualified Early Retirement Age) and after satisfying the
          eligibility requirements for the payment of benefits under the plan
          and thereafter dies before beginning to receive such benefits;

          then such benefits will be received under this plan in the form of a
          QJSA, unless the Participant has elected otherwise during the election
          period. For this purpose, the election period must begin at least six
          months before the participant attains Qualified Early Retirement Age
          and end not more than 90 days before the commencement of benefits. Any
          election hereunder will be in writing and may be changed by the
          Participant at any time.

     (B) ELECTION OF EARLY SURVIVOR ANNUITY. A Participant who is employed after
     attaining the Qualified Early Retirement Age will be given the opportunity
     to elect, during the election period, to have a survivor annuity payable on
     death. If the Participant elects the survivor annuity, payments under such
     annuity must not be less than the payments that would have been made to the
     spouse under the QJSA 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. For this purpose, the election
     period begins on the later of (1) the 90th day before the Participant
     attains the Qualified Early Retirement Age, or (2) the date on which
     participation begins, and ends on the date the Participant terminates
     employment.

     (C) QUALIFIED EARLY RETIREMENT AGE. The Qualified Early Retirement Age is
     the latest of:

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

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

          (3) the date the Participant begins participation under the Plan.

ARTICLE 10 REQUIRED DISTRIBUTIONS

This Article provides for the required commencement of distributions upon
certain events. In addition, this Article places limitations on the period over
which distributions may be made to a Participant or Beneficiary. To the extent
the distribution provisions of this Plan, particularly Articles 8 and 9, are
inconsistent with the provisions of this Article 10, the provisions of this
Article control. Part 13 of the Agreement contains specific elections for
applying the rules under this Article 10.

10.1 REQUIRED DISTRIBUTIONS BEFORE DEATH.

     (A) DEFERRED DISTRIBUTIONS. A Participant must be permitted to receive a
     distribution from the Plan no later than the 60th day after the latest of
     the close of the Plan Year in which:

          (1) the Participant attains age 65 (or Normal Retirement Age, if
          earlier);

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

          (3) the Participant terminates service with the Employer.

     (B) REQUIRED MINIMUM DISTRIBUTIONS. The entire interest of a Participant
     must be distributed or begin to be distributed no later than the
     Participant's Required Beginning Date (as defined in Section 10.3(a)) over
     one of the following periods (or a combination thereof):

          (1) the life of the Participant,

          (2) the life of the Participant and a Designated Beneficiary,

          (3) a period certain not extending beyond the Life Expectancy of the
          Participant, or

          (4) a period certain not extending beyond the joint and last survivor
          Life Expectancy of the Participant and a Designated Beneficiary.

          If the Participant's interest is to be distributed over a period
          designated under subsection (3) or (4) above, the amount required to
          be distributed for each calendar year must at least equal the quotient
          obtained by dividing the Participant's Benefit (as determined under
          Section 10.3(g)) by the lesser of (i) the Applicable Life Expectancy
          or (ii) if the Participant's Designated Beneficiary is not his/her
          spouse, the minimum distribution incidental benefit factor set forth
          in Q&A-4 of Prop. Treas. Reg. Section 401(a)(9)-2. Distributions after
          the death of the Participant shall be determined using the Applicable
          Life Expectancy as the relevant divisor regardless of the
          Participant's Designated Beneficiary.

          The minimum distribution required for the Participant's first
          Distribution Calendar Year must be made on or before the Participant's
          Required Beginning Date. The minimum distribution for other
          Distribution Calendar Years, including the minimum distribution for
          the Distribution Calendar Year in which the Participant's Required
          Beginning Date occurs, must be made on or before December 31 of that
          Distribution Calendar Year.

          If a Participant receives a distribution in the form of an annuity
          purchased from an insurance company, distributions thereunder shall be
          made in accordance with the requirements of Code Section 401(a)(9) and
          the regulations thereunder. For calendar years beginning before
          January 1, 1989, if the Participant's spouse is not the Designated
          Beneficiary, the method of distribution selected must ensure that at
          least 50% of the Present Value of the amount available for
          distribution is paid within the life expectancy of the Participant.

10.2 REQUIRED DISTRIBUTIONS AFTER DEATH.

     (A) DISTRIBUTION BEGINNING BEFORE DEATH. If the Participant dies after
     he/she has begun receiving distributions under Section 10.1(b), the
     remaining portion of the Participant's vested Account Balance shall
     continue to be distributed at least as rapidly as under the method of
     distribution being used prior to the Participant's death.

     (B) DISTRIBUTION BEGINNING AFTER DEATH. Subject to the rules under Section
     8.4(b), if the Participant dies before receiving distributions under
     Section 10.1(b), distribution of the Participant's entire vested Account
     Balance shall be completed by December 31 of the calendar year containing
     the fifth anniversary of the Participant's death, except to the extent an
     election is made to receive distributions in accordance with subsection (1)
     or (2) below.

          (1) To the extent any portion of the Participant's vested Account
          Balance is payable to a Designated Beneficiary, distributions may be
          made over the life of the Designated Beneficiary or over a period
          certain not greater than the Life Expectancy of the Designated
          Beneficiary, provided such distributions begin on or before December
          31 of the calendar year immediately following the calendar year in
          which the Participant died.

          (2) If the Designated Beneficiary is the Participant's surviving
          spouse, he/she may delay the distribution under subsection (1) until
          December 31 of the calendar year in which the Participant would have
          attained age 70(1)U2, if such date is later than the date described in
          subsection (1).

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

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

     (C) TREATMENT OF TRUST BENEFICIARIES AS DESIGNATED BENEFICIARIES. If a
     trust is properly named as a Beneficiary under the Plan, the beneficiaries
     of the trust will be treated as the Designated Beneficiaries of the
     Participant solely for purposes of determining the distribution period
     under this Article 10 with respect to the trust's interests in the
     Participant's vested Account Balance. The beneficiaries of a trust will be
     treated as Designated Beneficiaries for this purpose only if, as of the
     later of the date the trust is named as a Beneficiary of the Participant or
     the Participant's Required Beginning Date (and as of all subsequent periods
     during which the trust is named as a Beneficiary of the Participant), the
     following requirements are met:

          (1) the trust is a valid trust under state law, or would be but for
          the fact there is no corpus;

          (2) the trust is irrevocable or will, by its terms, become irrevocable
          upon the death of the Participant;

          (3) the beneficiaries of the trust who are beneficiaries with respect
          to the trust's interests in the Participant's vested Account Balance
          are identifiable from the trust instrument; and

          (4) the Plan Administrator receives the documentation described in
          Question D-7 of Proposed Treas. Reg. Section 1.401(a)(9)-1, as
          subsequently amended or finally adopted.

          If the foregoing requirements are satisfied and the Plan Administrator
          receives such additional information as it may request, the Plan
          Administrator may treat such beneficiaries of the trust as Designated
          Beneficiaries.

     (D) TRUST BENEFICIARY QUALIFYING FOR MARITAL DEDUCTION. If a Beneficiary is
     a trust (other than an estate marital trust) that is intended to qualify
     for the federal estate tax marital deduction under Code Section 2056
     ("marital trust"), then:

          (1) in no event will the annual amount distributed from the Plan to
          the marital trust be less than the greater of:


                                                                              37

<PAGE>

               (i) all fiduciary accounting income with respect to such
               Beneficiary's interest in the Plan, as determined by the trustee
               of the marital trust, or

               (ii) the minimum distribution required under this Article 10;

          (2) the trustee of the marital trust (or the trustee's legal
          representative) shall be responsible for calculating the amount to be
          distributed under subsection (1) above and shall instruct the Plan
          Administrator in writing to distribute such amount to the marital
          trust;

          (3) the trustee of the marital trust may from time to time notify the
          Plan Administrator in writing to accelerate payment of all or any part
          of the portion of such Beneficiary's interest that remains to be
          distributed, and may also notify the Plan Administrator to change the
          frequency of distributions (but not less often than annually); and

          (4) the trustee of the marital trust shall be responsible for
          characterizing the amounts so distributed from the Plan as income or
          principle under applicable state laws.

10.3 DEFINITIONS.

     (A) REQUIRED BEGINNING DATE. A Participant's Required Beginning Date is the
     date designated under subsection (1)(i) or (ii) below, as applicable,
     unless the Employer elects under Part 13, #52 of the Agreement [Part 13,
     #70 of the 401(k) Agreement] to apply the Old-Law Required Beginning Date,
     as described in subsection (2) below. If the Employer does NOT select the
     Old-Law Required Beginning Date under Part 13, #52 of the Agreement [Part
     13, #70 of the 401(k) Agreement], the Required Beginning Date rules under
     subsection (1) below apply. (But see Section 10.4 for special rules dealing
     with operational compliance with the GUST Legislation.)

          (1) "NEW-LAW" REQUIRED BEGINNING DATE. If the Employer does not elect
          to apply the Old-Law Required Beginning Date under Part 13, #52 of the
          Agreement [Part 13, #70 of the 401(k) Agreement], a Participant's
          Required Beginning Date under the Plan is:

               (I) FOR FIVE-PERCENT OWNERS. April 1 that follows the end of the
               calendar year in which the Participant attains age 70(1)U2.

               (II) FOR PARTICIPANTS OTHER THAN FIVE-PERCENT OWNERS. April 1
               that follows the end of the calendar year in which the later of
               the following two events occurs:

                    (A) the Participant attains age 70(1)U2 or

                    (B) the Participant retires.

               If a Participant is not a Five-Percent Owner for the Plan Year
               that ends with or within the calendar year in which the
               Participant attains age 70(1)U2, and the Participant has not
               retired by the end of such calendar year, his/her Required
               Beginning Date is April 1 that follows the end of the first
               subsequent calendar year in which the Participant becomes a
               Five-Percent Owner or retires.

               A Participant may begin in-service distributions prior to his/her
               Required Beginning Date only to the extent authorized under
               Article 10 and Part 9 of the Agreement. However, if this Plan
               were amended to add the Required Beginning Date rules under this
               subsection (1), a Participant who attained age 70(1)U2 prior to
               January 1, 1999 (or, if later, January 1 following the date the
               Plan is first amended to contain the Required Beginning Date
               rules under this subsection (1)) may receive in-service minimum
               distributions in accordance with the terms of the Plan in
               existence prior to such amendment.

          (2) OLD-LAW REQUIRED BEGINNING DATE. If the Old-Law Required Beginning
          Date is elected under Part 13, #52 of the Agreement [Part 13, #70 of
          the 401(k) Agreement], the Required Beginning Date for all
          Participants will be determined under subsection (1)(i) above, without
          regard to the rule in subsection (1)(ii). The Required Beginning Date
          for all Participants under the Plan will be April 1 of the calendar
          year following attainment of age 70(1)U2.

     (B) FIVE-PERCENT OWNER. A Participant is a Five-Percent Owner for purposes
     of this Section if such Participant is a Five-Percent Owner (as defined in
     Section 22.88) at any time during the Plan Year ending with or within the
     calendar year in which the Participant attains age 70(1)U2. Once
     distributions have begun to a Five-Percent Owner under this Article, they
     must continue to be distributed, even if the Participant ceases to be a
     Five-Percent Owner in a subsequent year.

     (C) DESIGNATED BENEFICIARY. A Beneficiary designated by the Participant (or
     the Plan), whose Life Expectancy may be taken into account to calculate
     minimum distributions, pursuant to Code Section 401(a)(9) and the
     regulations thereunder.

     (D) APPLICABLE LIFE EXPECTANCY. The determination of the Applicable Life
     Expectancy depends on whether the term certain method or the recalculation
     method is being use to adjust the Life Expectancy in each Distribution
     Calendar Year. The recalculation method may only be used to determine the
     Life Expectancy of the Participant and/or the Participant's spouse. The
     recalculation method is not available with respect to a nonspousal
     Designated Beneficiary.

     If the Designated Beneficiary is the Participant's spouse, or if the
     Participant's (or surviving spouse's) single life expectancy is the
     Applicable Life Expectancy, the term certain method is used unless the
     recalculation method is elected by the Participant (or by the surviving
     spouse). If the Designated Beneficiary is not the Participant's spouse, the
     term certain method is used to determine the Life Expectancy of both the
     Participant and the Designated Beneficiary, unless the recalculation method
     is elected by the Participant with respect to his/her Life Expectancy. The
     term certain method will always apply for purposes of determining the
     Applicable Life Expectancy of a nonspousal Designated Beneficiary. An
     election to recalculate Life Expectancy (or the failure to elect
     recalculation) shall be irrevocable as of the Participant's Required
     Beginning Date as to the Participant (or spouse) and shall apply to all
     subsequent years.

     If the term certain method is being used, the Life Expectancy determined
     for the first Distribution Calendar Year is reduced by one for each
     subsequent Distribution Year. If the recalculation method is used, the
     following rules apply:

          (1) If the Life Expectancy is the Participant's (or surviving
          spouse's) single Life Expectancy, the Applicable Life Expectancy is
          redetermined for each Distribution Year based on the Participant's (or
          surviving spouse's) age on his/her birthday which falls in such year.

          (2) If the Life Expectancy is a joint and last survivor Life
          Expectancy based on the ages of the Participant and the Participant's
          spouse, and the recalculation method is elected with respect to both
          the Participant and his/her spouse, the Applicable Life Expectancy is
          redetermined for each Distribution Year based on the ages of the
          individuals on their birthdays that fall in such year.

          (3) If the Life Expectancy is a joint and last survivor Life
          Expectancy based on the ages of the Participant and the Participant's
          spouse, and the recalculation method is elected with respect to only
          one such individual, or if the Life Expectancy is a joint and last
          survivor Life Expectancy based on the ages of the Participant and a
          nonspousal Designated Beneficiary, and the recalculation method is
          elected with respect to the Participant, the Applicable Life
          Expectancy is determined in accordance with the procedures outlined in
          Prop. Treas. Reg. Section 1.401(a)(9)-1, E-8(b), or other applicable
          guidance.

     (E) LIFE EXPECTANCY. For purposes of determining a Participant's required
     minimum distribution amount, Life Expectancy and joint and last survivor
     Life Expectancy are computed using the expected return multiples in Tables
     V and VI of Section 1.72-9 of the Income Tax Regulations.

     (F) 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 that 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 10.2.

     (G) PARTICIPANT'S BENEFIT. For purposes of determining a Participant's
     required minimum distribution, the Participant's Benefit is determined
     based on his/her Account Balance as of the last Valuation Date in the
     calendar year immediately preceding the Distribution Calendar Year
     increased by the amount of any contributions or forfeitures allocated to
     the Account Balance as of dates in the Distribution Calendar Year after the
     Valuation Date and decreased by distributions made in the Distribution
     Calendar Year after the Valuation Date.

     If any portion of the minimum distribution for the first Distribution
     Calendar Year is made in the second Distribution Calendar Year on or before
     the Required Beginning Date, the amount of the minimum distribution made in
     the second Distribution Calendar Year shall be treated as if it had been
     made in the immediately preceding Distribution Calendar Year.

10.4 GUST ELECTIONS. If this Plan is being restated to comply with the GUST
     Legislation (as defined in Section 22.96), Appendix B-2 of the Agreement
     permits the Employer to designate how it operated this Plan in compliance
     with the required minimum distribution rules for years prior to the date
     the Plan is adopted.

     (A) DISTRIBUTIONS UNDER OLD-LAW REQUIRED BEGINNING DATE RULES. Unless the
     Employer specifically elects to apply the Old-Law Required Beginning Date
     rule under Part 13, #52 of the Agreement [Part 13, #70 of the 401(k)
     Agreement], the Required Beginning Date rules (as described in Section
     10.3(a)(1)) apply. However, if prior to the adoption of this Prototype
     Plan, the terms of the Plan reflected the Old-Law Required Beginning Date
     rules, minimum distributions for such years are required to be calculated
     in accordance with that Old-Law Required Beginning Date, except to the
     extent any operational elections described in subsection (b) or (c) below
     applied.

     (B) OPTION TO POSTPONE DISTRIBUTIONS. For calendar years beginning after
     December 31, 1996 and prior to the restatement of this Plan to comply with
     the GUST changes, the Plan may have permitted Participants (other than
     Five-Percent Owners) who would otherwise have begun receiving minimum
     distributions under the terms of the Plan in effect for such years


38

<PAGE>

     to postpone receiving their minimum distributions until the Required
     Beginning Date under Section 10.3(a)(1), even though the terms of the Plan
     (prior to the restatement) did not permit such an election. Appendix B-2.a.
     of the Agreement permits the Employer to specify the years during which
     Participants were permitted to postpone receiving minimum distributions
     under the Plan. Appendix B-2 need not be completed if Participants were not
     provided the option to postpone receiving minimum distributions, either
     because the Plan used the "Old-Law" Required Beginning Date rules or
     because the Plan made distributions under the "New-Law" Required Beginning
     Date rules and contained other optional forms of benefit under its general
     elective distribution provisions that preserved the optional forms of
     benefit under the "Old Law Required Beginning Date" rules.

     (C) ELECTION TO STOP MINIMUM REQUIRED DISTRIBUTIONS. A Participant (other
     than a Five-Percent Owner) who began receiving minimum distributions in
     accordance with the Old-Law Required Beginning Date rules under the Plan
     prior to the date the Plan was amended to comply with the GUST changes
     generally must continue to receive such minimum distributions, even if the
     Participant is still employed with the Employer. However, prior to the
     restatement of this Plan to comply with the GUST changes, the Plan may have
     permitted Participants to stop minimum distributions if they had not
     reached the Required Beginning Date described in Section 10.3(a)(1), even
     though the terms of the Plan did not permit such an election. Under
     Appendix B-2.b. of the Agreement, the Employer may designate the year in
     which Participants were permitted to stop receiving minimum distributions
     in accordance with this subsection (c). A Participant must recommence
     minimum distributions as required under the Required Beginning Date rules
     applicable under this restated Plan.

     A Participant's election to stop and recommence distributions is subject to
     the spousal consent requirements under Article 9 (if the Plan is otherwise
     subject to the Joint and Survivor Annuity requirements) and is subject to
     the terms of any applicable QDRO. The manner in which the Plan must comply
     with the spousal consent requirements depends on whether or not the
     Employer elects under Appendix B-2.c. of the Agreement to have the
     recommencement of benefits constitute a new Distribution Commencement Date.
     If the Plan is not otherwise subject to the Joint and Survivor Annuity
     requirements, Appendix B-2.c. need not be completed.

          (1) NEW DISTRIBUTION COMMENCEMENT DATE. If the Employer elects under
          Appendix B-2.c.(1) of the Agreement that recommencement of benefits
          will create a new Distribution Commencement Date, no spousal consent
          is required for a Participant to elect to stop distributions, except
          where such distributions are being paid in the form of a QJSA. Where
          such distributions are being paid in the form of a QJSA, in order to
          comply with this subsection (1), the person who was the Participant's
          spouse on the original Distribution Commencement Date must consent to
          the election to stop distributions and the spouse's consent must
          acknowledge the effect of the election. Because there is a new
          Distribution Commencement Date upon recommencement of benefits, the
          Plan, in order to satisfy this subsection (1), must comply with all of
          the requirements of Article 9 upon such recommencement, including
          payment of a QPSA (as defined in Section 9.4(b)) if the Participant
          dies before the new Distribution Commencement Date.

          (2) NO NEW DISTRIBUTION COMMENCEMENT DATE. If the Employer elects
          under Appendix B-2.c.(2) of the Agreement that recommencement of
          benefits will not create a new Distribution Commencement Date, no
          spousal consent is required for the Participant to elect to stop
          required minimum distributions prior to retirement. In addition, no
          spousal consent is required when payments recommence to the
          Participant if:

               (i) payments recommence to the Participant with the same
               Beneficiary and in a form of benefit that is the same but for the
               cessation of distributions;

               (ii) the individual who was the Participant's spouse on the
               Distribution Commencement Date executed a general consent within
               the meaning of Section 1.401(a)-20, A-31 of the regulations; or

               (iii) the individual who was the Participant's spouse on the
               Distribution Commencement Date executed a specific consent to
               waive a QJSA within the meaning of Section 1.401(a)-20, A-31, and
               the Participant is not married to that individual when benefits
               recommence.

               To qualify under this subsection (2), consent of the individual
               who was the Participant's spouse on the Distribution Commencement
               Date is required prior to recommencement of distributions if the
               Participant chooses to recommence benefits in a different form
               than the form in which benefits were being distributed prior to
               the cessation of distributions or with a different Beneficiary.
               Consent of the Participant's spouse is also required if the
               original form of distribution was a QJSA (as defined in Section
               9.4(a)) or the spouse originally executed a specific consent to
               waive the QJSA within the meaning of Section 1.401(a)-20, A-31,
               of the regulations, and the Participant is still married to that
               individual when benefits recommence.

10.5 TRANSITIONAL RULE. The minimum distribution requirements in Section 10.2 do
     not apply if distribution of the Participant's Account Balance is subject
     to a TEFRA Section 242(b)(2) election. A TEFRA Section 242(b) election
     overrides the required minimum distribution rules only if the following
     requirements are satisfied.

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

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

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

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

     (e) The method of distribution designated by the Participant 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 Participant's death, the Beneficiaries of the
     Participant 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 Participant.

     For any distribution which commences before January 1, 1984, but continues
     after December 31, 1983, the Participant, or the Beneficiary, to whom such
     distribution is being made, 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 (a) and (e) above.

     If a designation is revoked any subsequent distribution must satisfy the
     requirements of Code Section 401(a)(9) and the proposed regulations
     thereunder. If a designation is revoked subsequent to the date
     distributions are required to begin, the Plan must distribute by the end of
     the calendar year following the calendar year in which the revocation
     occurs the total amount not yet distributed which would have been required
     to have been distributed to satisfy Code Section 401(a)(9) and the proposed
     regulations thereunder, but for the TEFRA Section 242(b)(2) election. For
     calendar years beginning after December 31, 1988, such distributions must
     meet the minimum distribution incidental benefit requirements in Section
     1.401(a)(9)-2 of the proposed regulations (or other applicable
     regulations). Any changes in the designation will be considered to be a
     revocation of the designation. However, the mere substitution or addition
     of another Beneficiary (one not named in the designation) under the
     designation will not be considered to be a revocation of the designation,
     so long as such substitution or addition does not alter the period over
     which distributions are to be made under the designation, directly or
     indirectly (for example, by altering the relevant measuring life). In the
     case in which an amount is transferred or rolled over from one plan to
     another plan, the rules in Questions J-2 and J-3 of Section 1.401(a)(9)-1
     of the proposed regulations (or other applicable regulations) shall apply.

ARTICLE 11 PLAN ADMINISTRATION AND SPECIAL OPERATING RULES

This Article describes the duties and responsibilities of the Plan
Administrator. In addition, this Article sets forth default QDRO procedures and
benefit claims procedures, as well as special operating rules when an Employer
is a member of a Related Employer group and when there is a Short Plan Year.
Provisions related to Plan accounting and investments are contained in Article
13.

11.1 PLAN ADMINISTRATOR. The Employer is the Plan Administrator, unless the
     Employer designates in writing another person or persons as the Plan
     Administrator. The Employer may designate the Plan Administrator by name,
     by reference to the person or group of persons holding a certain position,
     by reference to a procedure under which the Plan Administrator is
     designated, or by reference to a person or group of persons charged with
     the specific responsibilities of Plan Administrator. If any Related
     Employer has executed a Co-Sponsor Adoption Page, the Employer referred to
     in this Section is the Employer that executes the Signature Page of the
     Agreement.

     (A) ACCEPTANCE OF RESPONSIBILITY BY DESIGNATED PLAN ADMINISTRATOR. If the
     Employer designates a Plan Administrator other than itself, the designated
     Plan Administrator must accept its responsibilities in writing. The
     designated Plan Administrator will serve in a manner and for the time
     period as agreed upon with the Employer. If more than one person has the
     responsibility of Plan Administrator, the group shall act by majority vote,
     but may designate specific persons to act on the Plan Administrator's
     behalf.


                                                                              39

<PAGE>

     (b) RESIGNATION OF DESIGNATED PLAN ADMINISTRATOR. A designated Plan
     Administrator may resign by delivering a written resignation to the
     Employer. The Employer may remove a designated Plan Administrator by
     delivering a written notice of removal. If a designated Plan Administrator
     resigns or is removed, and no new Plan Administrator is designated, the
     Employer is the Plan Administrator.

     (C) NAMED FIDUCIARY. The Plan Administrator is the Plan's Named Fiduciary,
     unless the Plan Administrator specifically names another person as Named
     Fiduciary and the designated person accepts its responsibilities as Named
     Fiduciary in writing.

11.2 DUTIES AND POWERS OF THE PLAN ADMINISTRATOR. The Plan Administrator will
     administer the Plan for the exclusive benefit of the Plan Participants and
     Beneficiaries, and in accordance with the terms of the Plan. To the extent
     the terms of the Plan are unclear, the Plan Administrator may interpret the
     Plan, provided such interpretation is consistent with the rules of ERISA
     and Code Section 401 and is performed in a uniform and nondiscriminatory
     manner. This right to interpret the Plan is an express grant of
     discretionary authority to resolve ambiguities in the Plan document and to
     make discretionary decisions regarding the interpretation of the Plan's
     terms, including who is eligible to participate under the Plan, and the
     benefit rights of a Participant or Beneficiary. The Plan Administrator will
     not be held liable for any interpretation of the Plan terms or decision
     regarding the application of a Plan provision provided such interpretation
     or decision is not arbitrary or capricious.

     (A) DELEGATION OF DUTIES AND POWERS. To the extent provided for in an
     agreement with the Employer, the Plan Administrator may delegate its duties
     and powers to one or more persons. Such delegation must be in writing and
     accepted by the person or persons receiving the delegation.

     (B) SPECIFIC DUTIES AND POWERS. The Plan Administrator has the general
     responsibility to control and manage the operation of the Plan. This
     responsibility includes, but is not limited to, the following:

          (1) To construe and enforce the terms of the Plan, including those
          related to Plan eligibility, vesting and benefits;

          (2) To develop separate procedures, consistent with the terms of the
          Plan, to assist in the administration of the Plan, including the
          adoption of separate or modified loan policy procedures (see Article
          14), procedures for direction of investment by Participants (see
          Section 13.5(c)), procedures for determining whether domestic
          relations orders are QDROs (see Section 11.5), and procedures for the
          proper determination of investment earnings to be allocated to
          Participants' Accounts (see Section 13.4);

          (3) To communicate with the Trustee and other responsible persons with
          respect to the crediting of Plan contributions, the disbursement of
          Plan distributions and other relevant matters;

          (4) To maintain all necessary records that may be required for tax and
          other administration purposes;

          (5) To furnish and to file all appropriate notices, reports and other
          information to Participants, Beneficiaries, the Employer, the Trustee
          and government agencies (as necessary);

          (6) To answer questions Participants and Beneficiaries may have
          relating to the Plan and their benefits;

          (7) To review and decide on claims for benefits under the Plan;

          (8) To retain the services of other persons, including Investment
          Managers, attorneys, consultants, advisers and others, to assist in
          the administration of the Plan;

          (9) To correct any defect or error in the administration of the Plan;

          (10) To establish a "funding policy and method" for the Plan for
          purposes of ensuring the Plan is satisfying its financial objectives
          and is able to meet its liquidity needs; and

          (11) To suspend contributions, including Section 401(k) Deferrals
          and/or Employee After-Tax Contributions, on behalf of any or all
          Highly Compensated Employees, if the Plan Administrator reasonably
          believes that such contributions will cause the Plan to discriminate
          in favor of Highly Compensated Employees. See Sections 17.2(e) and
          17.3(e).

11.3 EMPLOYER RESPONSIBILITIES. The Employer will provide in a timely manner all
     appropriate information necessary for the Plan Administrator to perform its
     duties. This information includes, but is not limited to, Participant
     compensation data, Employee employment, service and termination
     information, and other information the Plan Administrator may require. The
     Plan Administrator may rely on the accuracy of any information and data
     provided by the Employer.

     The Employer will provide to the Trustee written notification of the
     appointment of any person or persons as Plan Administrator, Investment
     Manager or other Plan fiduciary, and the names, titles and authorities of
     any individuals who are authorized to act on behalf of such persons. The
     Trustee shall be entitled to rely upon such information until it receives
     written notice of a change in such appointments or authorizations.

11.4 PLAN ADMINISTRATION EXPENSES. All reasonable expenses related to plan
     administration will be paid from Plan assets, except to the extent the
     expenses are paid (or reimbursed) by the Employer. For this purpose, Plan
     expenses include all reasonable costs, charges and expenses incurred by the
     Trustee in connection with the administration of the Trust (including such
     reasonable compensation to the Trustee as may be agreed upon from time to
     time between the Employer or Plan Administrator and the Trustee and any
     fees for legal services rendered to the Trustee). All reasonable additional
     administrative expenses incurred to effect investment elections made by
     Participants and Beneficiaries under Section 13.5(c) shall be paid from the
     Trust and, as elected by the Plan Administrator, shall either be charged
     (in accordance with such reasonable nondiscriminatory rules as the Plan
     Administrator deems appropriate under the circumstances) to the Account of
     the individual making such election or treated as a general expense of the
     Trust. All transaction-related expenses incurred to effect a specific
     investment for an individually-directed Account (such as brokerage
     commissions and other transfer expenses) shall, as elected by the Plan
     Administrator, either be paid from or otherwise charged directly to the
     Account of the individual providing such direction or treated as a general
     Trust expense. In addition, unless specifically prohibited under statute,
     regulation or other guidance of general applicability, the Plan
     Administrator may charge to the Account of an individual Participant a
     reasonable charge to offset the cost of making a distribution to the
     Participant, Beneficiary or Alternate Payee. If liquid assets of the Trust
     are insufficient to cover the fees of the Trustee or the Plan
     Administrator, then Trust assets shall be liquidated to the extent
     necessary for such fees. In the event any part of the Trust becomes subject
     to tax, all taxes incurred will be paid from the Trust.

11.5 QUALIFIED DOMESTIC RELATIONS ORDERS (QDROS).

     (A) IN GENERAL. The Plan Administrator must develop written procedures for
     determining whether a domestic relations order is a QDRO and for
     administering distributions under a QDRO. For this purpose, the Plan
     Administrator may use the default QDRO procedures set forth in subsection
     (h) below or may develop separate QDRO procedures.

     (B) QUALIFIED DOMESTIC RELATIONS ORDER (QDRO). A QDRO is a domestic
     relations order that creates or recognizes the existence of an Alternate
     Payee's right to receive, or assigns to an Alternate Payee the right to
     receive, all or a portion of the benefits payable with respect to a
     Participant under the Plan. (See Code Section 414(p).) The QDRO must
     contain certain information and meet other requirements described in this
     Section 11.5.

     (C) RECOGNITION AS A QDRO. To be recognized as a QDRO, an order must be a
     "domestic relations order" that relates to the provision of child support,
     alimony payments, or marital property rights for the benefit of an
     Alternate Payee. The Plan Administrator is not required to determine
     whether the court or agency issuing the domestic relations order had
     jurisdiction to issue an order, whether state law is correctly applied in
     the order, whether service was properly made on the parties or whether an
     individual identified in an order as an Alternate Payee is a proper
     Alternate Payee under state law.

          (1) DOMESTIC RELATIONS ORDER. A domestic relations order is a
          judgment, decree or order (including the approval of a property
          settlement) that is made pursuant to state domestic relations law
          (including community property law).

          (2) ALTERNATE PAYEE. An Alternate Payee must be a spouse, former
          spouse, child or other dependent of a Participant.

     (D) CONTENTS OF QDRO. A QDRO must contain the following information:

          (1) the name and last known mailing address of the Participant and
          each Alternate Payee;

          (2) the name of each plan to which the order applies;

          (3) the dollar amount or percentage (or the method of determining the
          amount or percentage) of the benefit to be paid to the Alternate
          Payee; and

          (4) the number of payments or time period to which the order applies.

     (E) IMPERMISSIBLE QDRO PROVISIONS.

          (1) The order must not require the Plan to provide an Alternate Payee
          or Participant with any type or form of benefit, or any option, not
          otherwise provided under the Plan;

          (2) The order must not require the Plan to provide for increased
          benefits (determined on the basis of actuarial value);

          (3) The order must not require the Plan to pay benefits to an
          Alternate Payee that are required to be paid to another Alternate
          Payee under another order previously determined to be a QDRO; and

          (4) The order must not require the Plan to pay benefits to an
          Alternate Payee in the form of a Qualified Joint and Survivor Annuity
          for the lives of the Alternate Payee and his or her subsequent spouse.

     (F) IMMEDIATE DISTRIBUTION TO ALTERNATE PAYEE. Even if a Participant is not
     eligible to receive an immediate distribution from the Plan, an Alternate
     Payee may receive a QDRO benefit immediately in a lump sum, provided such
     distribution is consistent with the QDRO provisions.


40

<PAGE>

     (G) NO FEE FOR QDRO DETERMINATION. The Plan Administrator shall not
     condition the making of a QDRO determination on the payment of a fee by a
     Participant or an Alternate Payee (either directly or as a charge against
     the Participant's Account).

     (H) DEFAULT QDRO PROCEDURE. If the Plan Administrator chooses this default
     QDRO procedure or if the Plan Administrator does not establish a separate
     QDRO procedure, this Section 11.5(h) will apply as the procedure the Plan
     Administrator will use to determine whether a domestic relations order is a
     QDRO. This default QDRO procedure incorporates the requirements set forth
     under Sections 11.5(a) through (g).

          (1) ACCESS TO INFORMATION. The Plan Administrator will provide access
          to Plan and Participant benefit information sufficient for a
          prospective Alternate Payee to prepare a QDRO. Such information might
          include the summary plan description, other relevant plan documents,
          and a statement of the Participant's benefit entitlements. The
          disclosure of this information is conditioned on the prospective
          Alternate Payee providing to the Plan Administrator information
          sufficient to reasonably establish that the disclosure request is
          being made in connection with a domestic relations order.

          (2) NOTIFICATIONS TO PARTICIPANT AND ALTERNATE PAYEE. The Plan
          Administrator will promptly notify the affected Participant and each
          Alternate Payee named in the domestic relations order of the receipt
          of the order. The Plan Administrator will send the notification to the
          address included in the domestic relations order. Along with the
          notification, the Plan Administrator will provide a copy of the Plan's
          procedures for determining whether a domestic relations order is a
          QDRO.

          (3) ALTERNATE PAYEE REPRESENTATIVE. The prospective Alternate Payee
          may designate a representative to receive copies of notices and Plan
          information that are sent to the Alternate Payee with respect to the
          domestic relations order.

          (4) EVALUATION OF DOMESTIC RELATIONS ORDER. Within a reasonable period
          of time, the Plan Administrator will evaluate the domestic relations
          order to determine whether it is a QDRO. A reasonable period will
          depend on the specific circumstances. The domestic relations order
          must contain the information described in Section 11.5(c). If the
          order is only deficient in a minor respect, the Plan Administrator may
          supplement information in the order from information within the Plan
          Administrator's control or through communication with the prospective
          Alternate Payee.

               (I) SEPARATE ACCOUNTING. Upon receipt of a domestic relations
               order, the Plan Administrator will separately account for and
               preserve the amounts that would be payable to an Alternate Payee
               until a determination is made with respect to the status of the
               order. During the period in which the status of the order is
               being determined, the Plan Administrator will take whatever steps
               are necessary to ensure that amounts that would be payable to the
               Alternate Payee, if the order were a QDRO, are not distributed to
               the Participant or any other person. The separate accounting
               requirement may be satisfied, at the Plan Administrator's
               discretion, by a segregation of the assets that are subject to
               separate accounting.

               (II) SEPARATE ACCOUNTING UNTIL THE END OF "18-MONTH PERIOD." The
               Plan Administrator will continue to separately account for
               amounts that are payable under the QDRO until the end of an
               "18-month period." The "18-month period" will begin on the first
               date following the Plan's receipt of the order upon which a
               payment would be required to be made to an Alternate Payee under
               the order. If, within the "18-month period," the Plan
               Administrator determines that the order is a QDRO, the Plan
               Administrator must pay the Alternate Payee in accordance with the
               terms of the QDRO. If, however, the Plan Administrator determines
               within the "18-month period" that the order is not a QDRO, or if
               the status of the order is not resolved by the end of the
               "18-month period," the Plan Administrator may pay out the amounts
               otherwise payable under the order to the person or persons who
               would have been entitled to such amounts if there had been no
               order. If the order is later determined to be a QDRO, the order
               will apply only prospectively; that is, the Alternate Payee will
               be entitled only to amounts payable under the order after the
               subsequent determination.

               (III) PRELIMINARY REVIEW. The Plan Administrator will perform a
               preliminary review of the domestic relations order to determine
               if it is a QDRO. If this preliminary review indicates the order
               is deficient in some manner, the Plan Administrator will allow
               the parties to attempt to correct any deficiency before issuing a
               final decision on the domestic relations order. The ability to
               correct is limited to a reasonable period of time.

               (IV) NOTIFICATION OF DETERMINATION. The Plan Administrator will
               notify in writing the Participant and each Alternate Payee of the
               Plan Administrator's decision as to whether a domestic relations
               order is a QDRO. In the case of a determination that an order is
               not a QDRO, the written notice will contain the following
               information:

                    (A) references to the Plan provisions on which the Plan
                    Administrator based its decision;

                    (B) an explanation of any time limits that apply to rights
                    available to the parties under the Plan (such as the
                    duration of any protective actions the Plan Administrator
                    will take); and

                    (C) a description of any additional material, information or
                    modifications necessary for the order to be a QDRO and an
                    explanation of why such material, information or
                    modifications are necessary.

               (V) TREATMENT OF ALTERNATE PAYEE. If an order is accepted as a
               QDRO, the Plan Administrator will act in accordance with the
               terms of the QDRO as if it were a part of the Plan. An Alternate
               Payee will be considered a Beneficiary under the Plan and be
               afforded the same rights as a Beneficiary. The Plan Administrator
               will provide any appropriate disclosure information relating to
               the Plan to the Alternate Payee.

11.6 CLAIMS PROCEDURE. Unless the Plan uses the default claims procedure under
     subsection (e) below, the Plan Administrator shall establish a procedure
     for benefit claims consistent with the requirements of ERISA Reg. Section
     2560.503-1. The Plan Administrator is authorized to conduct an examination
     of the relevant facts to determine the merits of a Participant's or
     Beneficiary's claim for Plan benefits. The claims procedure must
     incorporate the following guidelines:

     (A) FILING A CLAIM. The claims procedure will set forth a reasonable means
     for a Participant or Beneficiary to file a claim for benefits under the
     Plan.

     (B) NOTIFICATION OF PLAN ADMINISTRATOR'S DECISION. The Plan Administrator
     must provide a claimant with written notification of the Plan
     Administrator's decision relating to a claim within a reasonable period of
     time (not more than 90 days unless special circumstances require an
     extension to process the claim) after the claim was filed. If the claim is
     denied, the notification must set forth the reasons for the denial,
     specific reference to pertinent Plan provisions on which the denial is
     based, a description of any additional information necessary for the
     claimant to perfect the claim and the steps the claimant must take to
     submit the claim for review.

     (C) REVIEW PROCEDURE. The claims procedure will provide a claimant a
     reasonable opportunity to have a full and fair review of a denied claim.
     Such procedure shall allow a review upon a written application, for the
     claimant to review pertinent documents, and to allow the claimant to submit
     written comments to the Plan Administrator. The procedure may establish a
     limited period (not less than 60 days after the claimant receives written
     notification of the denial of the claim) for the claimant to request a
     review of the claim denial.

     (D) DECISION ON REVIEW. If a claimant requests a review, the Plan
     Administrator must respond promptly to the request. Unless special
     circumstances exist (such as the need for a hearing), the Plan
     Administrator must respond in writing within 60 days of the date the
     claimant submitted the review application. The response must explain the
     Plan Administrator's decision on review.

     (E) DEFAULT CLAIMS PROCEDURE. If the Plan Administrator chooses this
     default claims procedure or if the Plan Administrator does not establish a
     separate claims procedure, the following will apply.

          (1) A person may submit to the Plan Administrator a written claim for
          benefits under the Plan. The claim shall be submitted on a form
          provided by the Plan Administrator.

          (2) The Plan Administrator will evaluate the claim to determine if
          benefits are payable to the Participant or Beneficiary under the terms
          of the Plan. The Plan Administrator may solicit additional information
          from the claimant if necessary to evaluate the claim.

          (3) If the Plan Administrator determines the claim is valid, the
          Participant or Beneficiary will receive in writing from the Plan
          Administrator a statement describing the amount of benefit, the method
          or methods of payment, the timing of distributions and other
          information relevant to the payment of the benefit.

          (4) If the Plan Administrator denies all or any portion of the claim,
          the claimant will receive, within 90 days after receipt of the claim
          form, a written explanation setting forth the reasons for the denial,
          specific reference to pertinent Plan provisions on which the denial is
          based, a description of any additional information necessary for the
          claimant to perfect the claim, and the steps the claimant must take to
          submit the claim for review.

          (5) The claimant has 60 days from the date the claimant received the
          denial of claim to appeal the adverse decision of the Plan
          Administrator. The claimant may review pertinent documents and submit
          written comments to the Plan Administrator. The Plan Administrator
          will


                                                                              41

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          submit all relevant documentation to the Employer. The Employer may
          hold a hearing or seek additional information from the claimant and
          the Plan Administrator.

          (6) Within 60 days (or such longer period due to the circumstances) of
          the request for review, the Employer will render a written decision on
          the claimant's appeal. The Employer shall explain the decision, in
          terms that are understandable to the claimant and by specific
          references to the Plan document provisions.

11.7 OPERATIONAL RULES FOR SHORT PLAN YEARS. The following operational rules
     apply if the Plan has a Short Plan Year. A Short Plan Year is any Plan Year
     that is less than a 12-month period, either because of the amendment of the
     Plan Year, or because the Effective Date of a new Plan is less than 12
     months prior to the end of the first Plan Year.

     (a) If the Plan is amended to create a Short Plan Year, and an Eligibility
     Computation Period or Vesting Computation Period is based on the Plan Year,
     the applicable computation period begins on the first day of the Short Plan
     Year, but such period ends on the day which is 12 months from the first day
     of such Short Plan Year. Thus, the computation period that begins on the
     first day of the Short Plan Year overlaps with the computation period that
     starts on the first day of the next Plan Year. This rule applies only to an
     Employee who has at least one Hour of Service during the Short Plan Year.

     If a Plan has an initial Short Plan Year, the rule in the above paragraph
     applies only for purposes of determining an Employee's Vesting Computation
     Period and only if the Employer elects under Part 6, #20.a. of the
     Agreement [Part 6, #38.a. of the 401(k) Agreement] to exclude service
     earned prior to the adoption of the Plan. For eligibility and vesting
     (where service prior to the adoption of the Plan is not ignored), if the
     Eligibility Computation Period or Vesting Computation Period is based on
     the Plan Year, the applicable computation period will be determined on the
     basis of the Plan's normal Plan Year, without regard to the initial short
     Plan Year.

     (b) If Employer Contributions are allocated for a Short Plan Year, any
     allocation condition under Part 4 of the Agreement that requires an
     Eligible Participant to complete a specified number of Hours of Service to
     receive an allocation of such Employer Contributions will not be prorated
     as a result of such Short Plan Year unless otherwise specified in Part 4 of
     the Agreement.

     (c) If the Permitted Disparity Method is used to allocate any Employer
     Contributions made for a Short Plan Year, the Integration Level will be
     prorated to reflect the number of months (or partial months) included in
     the Short Plan Year.

     (d) The Compensation Dollar Limitation, as defined in Section 22.32, will
     be prorated to reflect the number of months (or partial months) included in
     the Short Plan Year unless the compensation used for such Short Plan Year
     is a period of 12 months.

     In all other respects, the Plan shall be operated for the Short Plan Year
     in the same manner as for a 12-month Plan Year, unless the context requires
     otherwise. If the terms of the Plan are ambiguous with respect to the
     operation of the Plan for a Short Plan Year, the Plan Administrator has the
     authority to make a final determination on the proper interpretation of the
     Plan.

11.8 OPERATIONAL RULES FOR RELATED EMPLOYER GROUPS. If an Employer has one or
     more Related Employers, the Employer and such Related Employer(s)
     constitute a Related Employer group. In such case, the following rules
     apply to the operation of the Plan.

     (a) If the term "Employer" is used in the context of administrative
     functions necessary to the operation, establishment, maintenance or
     termination of the Plan, only the Employer executing the Signature Page of
     the Agreement, and any Co-Sponsor of the Plan, is treated as the Employer.

     (b) Hours of Service are determined by treating all members of the Related
     Employer group as the Employer.

     (c) The term Excluded Employee is determined by treating all members of the
     Related Employer group as the Employer, except as specifically provided in
     the Plan.

     (d) Compensation is determined by treating all members of the Related
     Employer group as the Employer, except as specifically provided in the
     Plan.

     (e) An Employee is not treated as separated from service or terminated from
     employment if the Employee is employed by any member of the Related
     Employer group.

     (f) The Annual Additions Limitation described in Article 7 and the TopHeavy
     Plan rules described in Article 16 are applied by treating all members of
     the Related Employer group as the Employer.

     In all other contexts, the term "Employer" generally means a reference to
     all members of the Related Employer group, unless the context requires
     otherwise. If the terms of the Plan are ambiguous with respect to the
     treatment of the Related Employer group as the Employer, the Plan
     Administrator has the authority to make a final determination on the proper
     interpretation of the Plan.

ARTICLE 12 TRUST PROVISIONS

This Article sets forth the creation of the Plan's Trust (or, in the case of an
amendment of the Plan, the amended terms of the Trust) and the duties and
responsibilities of the Trustee under the Plan. By executing the Trustee
Declaration under the Agreement, the Trustee agrees to be bound by the duties,
responsibilities and liabilities imposed on the Trustee under the Plan and to
act in accordance with the terms of this Plan. The Employer may act as Trustee
under the Plan by executing the Trustee Declaration.

12.1 CREATION OF TRUST. By adopting this Plan, the Employer creates a Trust to
     hold the assets of the Plan (or, in the event that this Plan document
     represents an amendment of the Plan, the Employer hereby amends the terms
     of the Trust maintained in connection with the Plan). The Trustee is the
     owner of the Plan assets held by the Trust. The Trustee is to hold the Plan
     assets for the exclusive benefit of Plan Participants and Beneficiaries.
     Plan Participants and Beneficiaries do not have ownership interests in the
     assets held by the Trust.

12.2 TRUSTEE. The Trustee identified in the Trustee Declaration under the
     Agreement shall act either as a Discretionary Trustee or as a Directed
     Trustee, as identified under the Agreement.

     (A) DISCRETIONARY TRUSTEE. A Trustee is a Discretionary Trustee to the
     extent the Trustee has exclusive authority and discretion with respect to
     the investment, management or control of Plan assets. Notwithstanding a
     Trustee's designation as a Discretionary Trustee, a Trustee's discretion is
     limited, and the Trustee shall be considered a Directed Trustee, to the
     extent the Trustee is subject to the direction of the Plan Administrator,
     the Employer, a properly appointed Investment Manager, or a Named Fiduciary
     under an agreement between the Plan Administrator and the Trustee. A
     Trustee also is considered a Directed Trustee to the extent the Trustee is
     subject to investment direction of Plan Participants. (See Section 13.5(c)
     for a discussion of the Trustee's responsibilities with regard to
     Participantdirected investments.)

     (B) DIRECTED TRUSTEE. A Trustee is a Directed Trustee with respect to the
     investment of Plan assets to the extent the Trustee is subject to the
     direction of the Plan Administrator, the Employer, a properly appointed
     Investment Manager, a Named Fiduciary or Plan Participant. To the extent
     the Trustee is a Directed Trustee, the Trustee does not have any
     discretionary authority with respect to the investment of Plan assets. In
     addition, the Trustee is not responsible for the propriety of any directed
     investment made pursuant to this Section and shall not be required to
     consult or advise the Employer regarding the investment quality of any
     directed investment held under the Plan.

     The Trustee shall be advised in writing regarding the retention of
     investment powers by the Employer or the appointment of an Investment
     Manager or other Named Fiduciary with power to direct the investment of
     Plan assets. Any such delegation of investment powers will remain in force
     until such delegation is revoked or amended in writing. The Employer is
     deemed to have retained investment powers under this subsection to the
     extent the Employer directs the investment of Participant Accounts for
     which affirmative investment direction has not been received pursuant to
     Section 13.5(c).

     The Employer is a Named Fiduciary for investment purposes if the Employer
     directs investments pursuant to this subsection. Any investment direction
     shall be made in writing by the Employer, Investment Manager or Named
     Fiduciary, as applicable. A Directed Trustee must act solely in accordance
     with the direction of the Plan Administrator, the Employer, any employees
     or agents of the Employer, a properly appointed Investment Manager or other
     fiduciary of the Plan, a Named Fiduciary or Plan Participants. (See Section
     13.5(c) for a discussion of the Trustee's responsibilities with regard to
     Participant directed investments.)

     The Employer may direct the Trustee to invest in any media in which the
     Trustee may invest, as described in Section 12.4. However, the Employer may
     not borrow from the Trust or pledge any of the assets of the Trust as
     security for a loan to itself; buy property or assets from or sell property
     or assets to the Trust; charge any fee for services rendered to the Trust;
     or receive any services from the Trust on a preferential basis.

12.3 TRUSTEE'S RESPONSIBILITIES REGARDING ADMINISTRATION OF TRUST. This Section
     outlines the Trustee's powers, rights and duties under the Plan with
     respect to the administration of the investments held in the Plan. The
     Trustee's administrative duties are limited to those described in this
     Section 12.3; the Employer is responsible for any other administrative
     duties required under the Plan or by applicable law.

     (A) The Trustee will receive all contributions made under the terms of the
     Plan. The Trustee is not obligated in any manner to ensure that such
     contributions are correct in amount or that such contributions comply with
     the terms of the Plan, the Code or ERISA. In addition, the Trustee is under
     no obligation to request that the Employer make contributions to the Plan.
     The Trustee is not liable for the manner in which such amounts are
     deposited or the allocation between Participant's Accounts, to the extent
     the Trustee follows the written direction of the Plan Administrator or
     Employer.


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     (b) The Trustee will make distributions from the Trust in accordance with
     the written directions of the Plan Administrator or other authorized
     representative. To the extent the Trustee follows such written direction,
     the Trustee is not obligated in any manner to ensure a distribution
     complies with the terms of the Plan, that a Participant or Beneficiary is
     entitled to such a distribution, or that the amount distributed is proper
     under the terms of the Plan. If there is a dispute as to a payment from the
     Trust, the Trustee may decline to make payment of such amounts until the
     proper payment of such amounts is determined by a court of competent
     jurisdiction, or the Trustee has been indemnified to its satisfaction.

     (c) The Trustee may employ agents, attorneys, accountants and other third
     parties to provide counsel on behalf of the Plan, where the Trustee deems
     advisable. The Trustee may reimburse such persons from the Trust for
     reasonable expenses and compensation incurred as a result of such
     employment. The Trustee shall not be liable for the actions of such
     persons, provided the Trustee acted prudently in the employment and
     retention of such persons. In addition, the Trustee will not be liable for
     any actions taken as a result of good faith reliance on the advice of such
     persons.

12.4 TRUSTEE'S RESPONSIBILITY REGARDING INVESTMENT OF PLAN ASSETS. In addition
     to the powers, rights and duties enumerated under this Section, the Trustee
     has whatever powers are necessary to carry out its duties in a prudent
     manner. The Trustee's powers, rights and duties may be supplemented or
     limited by a separate trust agreement, investment policy, funding agreement
     or other binding document entered into between the Trustee and the Plan
     Administrator which designates the Trustee's responsibilities with respect
     to the Plan. A separate trust agreement must be consistent with the terms
     of this Plan and must comply with all qualification requirements under the
     Code and regulations. To the extent the exercise of any power, right or
     duty is subject to discretion, such exercise by a Directed Trustee must be
     made at the direction of the Plan Administrator, the Employer, an
     Investment Manager, a Named Fiduciary or Plan Participant.

     (a) The Trustee shall be responsible for the safekeeping of the assets of
     the Trust in accordance with the provisions of this Plan.

     (b) The Trustee may invest, manage and control the Plan assets in a manner
     that is consistent with the Plan's funding policy and investment
     objectives. The Trustee may invest in any investment, as authorized under
     Section 13.5, which the Trustee deems advisable and prudent, subject to the
     proper written direction of the Plan Administrator, the Employer, a
     properly appointed Investment Manager, a Named Fiduciary or a Plan
     Participant. The Trustee is not liable for the investment of Plan assets to
     the extent the Trustee is following the proper direction of the Plan
     Administrator, the Employer, a Participant, an Investment Manager, or other
     person or persons duly appointed by the Employer to provide investment
     direction. In addition, the Trustee does not guarantee the Trust in any
     manner against investment loss or depreciation in asset value, or guarantee
     the adequacy of the Trust to meet and discharge any or all liabilities of
     the Plan.

     (c) The Trustee may retain such portion of the Plan assets in cash or cash
     balances as the Trustee may, from time to time, deem to be in the best
     interests of the Plan, without liability for interest thereon.

     (d) The Trustee may collect and receive any and all moneys and other
     property due the Plan and to settle, compromise or submit to arbitration
     any claims, debts or damages with respect to the Plan, and to commence or
     defend on behalf of the Plan any lawsuit, or other legal or administrative
     proceedings.

     (e) The Trustee may hold any securities or other property in the name of
     the Trustee or in the name of the Trustee's nominee, and may hold any
     investments in bearer form, provided the books and records of the Trustee
     at all times show such investment to be part of the Trust.

     (f) The Trustee may exercise any of the powers of an individual owner with
     respect to stocks, bonds, securities or other property, including the right
     to vote upon such stocks, bonds or securities; to give general or special
     proxies or powers of attorney; to exercise or sell any conversion
     privileges, subscription rights or other options; to participate in
     corporate reorganizations, mergers, consolidations or other changes
     affecting corporate securities (including those in which it or its
     affiliates are interested as Trustee); and to make any incidental payments
     in connection with such stocks, bonds, securities or other property. Unless
     specifically agreed upon in writing between the Trustee and the Employer,
     the Trustee shall not have the power or responsibility to vote proxies with
     respect to any securities of the Employer or a Related Employer or with
     respect to any Plan assets that are subject to the investment direction of
     the Employer or for which the power to manage, acquire or dispose of such
     Plan assets has been delegated by the Employer to one or more Investment
     Managers or Named Fiduciaries in accordance with ERISA Sectopn 403. With
     respect to the voting of Employer securities, or in the event of any tender
     or other offer with respect to shares of Employer securities held in the
     Trust, the Trustee will follow the direction of the Employer or other
     responsible fiduciary or, to the extent voting and similar rights have been
     passed through to Participants, of each Participant with respect to shares
     allocated to his/her Account.

     (g) The Trustee may borrow or raise money on behalf of the Plan in such
     amount, and upon such terms and conditions, as the Trustee deems advisable.
     The Trustee may issue a promissory note as Trustee to secure the repayment
     of such amounts and may pledge all, or any part, of the Trust as security.

     (h) The Trustee, upon the written direction of the Plan Administrator, is
     authorized to enter into a transfer agreement with the Trustee of another
     qualified retirement plan and to accept a transfer of assets from such
     retirement plan on behalf of any Employee of the Employer. The Trustee is
     also authorized, upon the written direction of the Plan Administrator, to
     transfer some or all of a Participant's vested Account Balance to another
     qualified retirement plan on behalf of such Participant. A transfer
     agreement entered into by the Trustee does not affect the Plan's status as
     a Prototype Plan.

     (i) The Trustee is authorized to execute, acknowledge and deliver all
     documents of transfer and conveyance, receipts, releases and any other
     instruments that the Trustee deems necessary or appropriate to carry out
     its powers, rights and duties hereunder.

     (j) If the Employer maintains more than one Plan, the assets of such Plans
     may be commingled for investment purposes. The Trustee must separately
     account for the assets of each Plan. A commingling of assets, as described
     in this paragraph, does not cause the Trusts maintained with respect to the
     Employer's Plans to be treated as a single Trust, except as provided in a
     separate document authorized in the first paragraph of this Section 12.4.

     (k) The Trustee is authorized to invest Plan assets in a common/collective
     trust fund, or in a group trust fund that satisfies the requirements of IRS
     Revenue Ruling 81-100. All of the terms and provisions of any such
     common/collective trust fund or group trust into which Plan assets are
     invested are incorporated by reference into the provisions of the Trust for
     this Plan.

     (l) If the Trustee is a bank or similar financial institution, the Trustee
     is authorized to invest in any type of deposit of the Trustee (including
     its own money market fund) at a reasonable rate of interest.

     (m) The Trustee must be bonded as required by applicable law. The bonding
     requirements shall not apply to a bank, insurance company or similar
     financial institution that satisfies the requirements of Section 412(a)(2)
     of ERISA.

12.5 MORE THAN ONE PERSON AS TRUSTEE. If the Plan has more than one person
     acting as Trustee, the Trustees may allocate the Trustee responsibilities
     by mutual agreement and Trustee decisions will be made by a majority vote
     (unless otherwise agreed to by the Trustees) or as otherwise provided in a
     separate trust agreement or other binding document.

12.6 ANNUAL VALUATION. The Plan assets will be valued at least on an annual
     basis. The Employer may designate more frequent valuation dates under Part
     12, #45.b.(2) of the Agreement [Part 12, #63.b.(2) of the 401(k)
     Agreement]. Notwithstanding any election under Part 12, #45.b.(2) of the
     Agreement [Part 12, #63.b.(2) of the 401(k) Agreement], the Trustee and
     Plan Administrator may agree to value the Trust on a more frequent basis,
     and/or to perform an interim valuation of the Trust pursuant to Section
     13.2(a).

12.7 REPORTING TO PLAN ADMINISTRATOR AND EMPLOYER. Within ninety (90) days
     following the end of each Plan Year, and within ninety (90) days following
     its removal or resignation, the Trustee will file with the Employer an
     accounting of its administration of the Trust from the date of its last
     accounting. The accounting will include a statement of cash receipts,
     disbursements and other transactions effected by the Trustee since the date
     of its last accounting, and such further information as the Trustee and/or
     Employer deems appropriate. Upon receipt of such information, the Employer
     must promptly notify the Trustee of its approval or disapproval of the
     information. If the Employer does not provide a written disapproval within
     ninety (90) days following the receipt of the information, including a
     written description of the items in question, the Trustee is forever
     released and discharged from any liability with respect to all matters
     reflected in such information. The Trustee shall have sixty (60) days
     following its receipt of a written disapproval from the Employer to provide
     the Employer with a written explanation of the terms in question. If the
     Employer again disapproves of the accounting, the Trustee may file its
     accounting with a court of competent jurisdiction for audit and
     adjudication.

     All assets contained in the Trust accounting will be shown at their fair
     market value as of the end of the Plan Year or as of the date of
     resignation or removal. The value of marketable investments shall be
     determined using the most recent price quoted on a national securities
     exchange or over-thecounter market. The value of non-marketable securities
     shall, except as provided otherwise herein, be determined in the sole
     judgment of the Trustee, which determination shall be binding and
     conclusive. The value of investments in securities or obligations of the
     Employer in which there is no market will be determined by an independent
     appraiser at least once annually and the Trustee shall have no
     responsibility with respect to the valuation of such assets.


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12.8 REASONABLE COMPENSATION. The Trustee shall be paid reasonable compensation
     in an amount agreed upon by the Plan Administrator and Trustee. The Trustee
     also will be reimbursed for any reasonable expenses or fees incurred in its
     function as Trustee. An individual Trustee who is already receiving
     full-time pay as an Employee of the Employer may not receive any additional
     compensation for services as Trustee. The Plan will pay the reasonable
     compensation and expenses incurred by the Trustee, pursuant to Section
     11.4, unless the Employer pays such compensation and expenses. Any
     compensation or expense paid directly by the Employer to the Trustee is not
     an Employer Contribution to the Plan.

12.9 RESIGNATION AND REMOVAL OF TRUSTEE. The Trustee may resign at any time by
     delivering to the Employer a written notice of resignation at least thirty
     (30) days prior to the effective date of such resignation, unless the
     Employer consents in writing to a shorter notice period. The Employer may
     remove the Trustee at any time, with or without cause, by delivering
     written notice to the Trustee at least 30 days prior to the effective date
     of such removal. The Employer may remove the Trustee upon a shorter written
     notice period if the Employer reasonably determines such shorter period is
     necessary to protect Plan assets. Upon the resignation, removal, death or
     incapacity of a Trustee, the Employer may appoint a successor Trustee
     which, upon accepting such appointment, will have all the powers, rights
     and duties conferred upon the preceding Trustee. In the event there is a
     period of time following the effective date of a Trustee's removal or
     resignation before a successor Trustee is appointed, the Employer is deemed
     to be the Trustee. During such period, the Trust continues to be in
     existence and legally enforceable, and the assets of the Plan shall
     continue to be protected by the provisions of the Trust.

12.10 INDEMNIFICATION OF TRUSTEE. Except to the extent that it is judicially
     determined that the Trustee has acted with gross negligence or willful
     misconduct, the Employer shall indemnify the Trustee (whether or not the
     Trustee has resigned or been removed) against any liabilities, losses,
     damages and expenses, including attorney, accountant and other advisory
     fees, incurred as a result of:

     (a) any action of the Trustee taken in good faith in accordance with any
     information, instruction, direction or opinion given to the Trustee by the
     Employer, the Plan Administrator, Investment Manager, Named Fiduciary or
     legal counsel of the Employer, or any person or entity appointed by any of
     them and authorized to give any information, instruction, direction or
     opinion to the Trustee;

     (b) the failure of the Employer, the Plan Administrator, Investment
     Manager, Named Fiduciary or any person or entity appointed by any of them
     to make timely disclosure to the Trustee of information which any of them
     or any appointee knows or should know if it acted in a reasonably prudent
     manner; or

     (c) any breach of fiduciary duty by the Employer, the Plan Administrator,
     Investment Manager, Named Fiduciary or any person or entity appointed by
     any of them, other than such a breach which is caused by any failure of the
     Trustee to perform its duties under this Trust.

     The duties and obligations of the Trustee shall be limited to those
     expressly imposed upon it by this instrument or subsequently agreed upon by
     the parties. Responsibility for administrative duties required under the
     Plan or applicable law not expressly imposed upon or agreed to by the
     Trustee shall rest solely with the Employer.

          The Employer agrees that the Trustee shall have no liability with
     regard to the investment or management of illiquid Plan assets transferred
     from a prior Trustee, and shall have no responsibility for investments made
     before the transfer of Plan assets to it, or for the viability or prudence
     of any investment made by a prior Trustee, including those represented by
     assets now transferred to the custody of the Trustee, or for any dealings
     whatsoever with respect to Plan assets before the transfer of such assets
     to the Trustee. The Employer shall indemnify and hold the Trustee harmless
     for any and all claims, actions or causes of action for loss or damage, or
     any liability whatsoever relating to the assets of the Plan transferred to
     the Trustee by any prior Trustee of the Plan, including any liability
     arising out of or related to any act or event, including prohibited
     transactions, occurring prior to the date the Trustee accepts such assets,
     including all claims, actions, causes of action, loss, damage or any
     liability whatsoever arising out of or related to that act or event,
     although that claim, action, cause of action, loss, damage or liability may
     not be asserted, may not have accrued or may not have been made known until
     after the date the Trustee accepts the Plan assets. Such indemnification
     shall extend to all applicable periods, including periods for which the
     Plan is retroactively restated to comply with any tax law or regulation.

12.11 APPOINTMENT OF CUSTODIAN. The Plan Administrator may appoint a Custodian
     to hold all or any portion of the Plan assets. A Custodian has the same
     powers, rights and duties as a Directed Trustee. The Custodian will be
     protected from any liability with respect to actions taken pursuant to the
     direction of the Trustee, Plan Administrator, the Employer, an Investment
     Manager, a Named Fiduciary or other third party with authority to provide
     direction to the Custodian.

ARTICLE 13 PLAN ACCOUNTING AND INVESTMENTS

This Article contains the procedures for valuing Participant Accounts and
allocating net income and loss to such Accounts. Part 12 of the Agreement
permits the Employer to document its administrative procedures with respect to
the valuation of Participant Accounts. Alternatively, the Plan Administrator may
adopt separate investment procedures regarding the valuation and investment of
Participant Accounts.

13.1 PARTICIPANT ACCOUNTS. The Plan Administrator will establish and maintain a
     separate Account for each Participant to reflect the Participant's entire
     interest under the Plan. To the extent applicable, the Plan Administrator
     may establish and maintain for a Participant any (or all) of the following
     separate sub-Accounts: Employer Contribution Account, Section 401(k)
     Deferral Account, Employer Matching Contribution Account, QMAC Account,
     QNEC Account, Employee After-Tax Contribution Account, Safe Harbor Matching
     Contribution Account, Safe Harbor Nonelective Contribution Account,
     Rollover Contribution Account and Transfer Account. The Plan Administrator
     also may establish and maintain other sub-Accounts as it deems appropriate.

13.2 VALUE OF PARTICIPANT ACCOUNTS. The value of a Participant's Account
     consists of the fair market value of the Participant's share of the Trust
     assets. A Participant's share of the Trust assets is determined as of each
     Valuation Date under the Plan.

     (A) PERIODIC VALUATION. The Trustee must value Plan assets at least
     annually. The Employer may elect under Part 12, #45.b.(2) of the Agreement
     [Part 12, #63.b.(2) of the 401(k) Agreement] or may elect operationally to
     value assets more frequently than annually. The Plan Administrator may
     request the Trustee to perform interim valuations, provided such valuations
     do not result in discrimination in favor of Highly Compensated Employees.

     (B) DAILY VALUATION. If the Employer elects daily valuation under Part 12,
     #44 of the Agreement [Part 12, #62 of the 401(k) Agreement] or, if in
     operation, the Employer elects to have the Plan daily valued, the Plan
     Administrator may adopt reasonable procedures for performing such
     valuations. Unless otherwise set forth in the written procedures, a daily
     valued Plan will have its assets valued at the end of each business day
     during which the New York Stock Exchange is open. The Plan Administrator
     has authority to interpret the provisions of this Plan in the context of a
     daily valuation procedure. This includes, but is not limited to, the
     determination of the value of the Participant's Account for purposes of
     Participant loans, distribution and consent rights, and corrective
     distributions under Article 17.

13.3 ADJUSTMENTS TO PARTICIPANT ACCOUNTS. As of each Valuation Date under the
     Plan, each Participant's Account is adjusted in the following manner.

     (A) DISTRIBUTIONS AND FORFEITURES FROM A PARTICIPANT'S ACCOUNT. A
     Participant's Account will be reduced by any distributions and forfeitures
     from the Account since the previous Valuation Date.

     (B) LIFE INSURANCE PREMIUMS AND DIVIDENDS. A Participant's Account will be
     reduced by the amount of any life insurance premium payments made for the
     benefit of the Participant since the previous Valuation Date. The Account
     will be credited with any dividends or credits paid on any life insurance
     policy held by the Trust for the benefit of the Participant.

     (C) CONTRIBUTIONS AND FORFEITURES ALLOCATED TO A PARTICIPANT'S ACCOUNT. A
     Participant's Account will be credited with any contribution or forfeiture
     allocated to the Participant since the previous Valuation Date.

     (D) NET INCOME OR LOSS. A Participant's Account will be adjusted for any
     net income or loss in accordance with the provisions under Section 13.4.

13.4 PROCEDURES FOR DETERMINING NET INCOME OR LOSS. The Plan Administrator may
     establish any reasonable procedures for determining net income or loss
     under Section 13.3(d). Such procedures may be reflected in a funding
     agreement governing the applicable investments under the Plan.

     (A) NET INCOME OR LOSS ATTRIBUTABLE TO GENERAL TRUST ACCOUNT. To the extent
     a Participant's Account is invested as part of a General Trust Account,
     such Account is adjusted for its allocable share of net income or loss
     experienced by the General Trust Account using the Balance Forward Method.
     Under the Balance Forward Method, the net income or loss of the General
     Trust Account is allocated to the Participant Accounts that are invested in
     the General Trust Account, in the ratio that each Participant's Account
     bears to all Accounts, based on the value of each Participant's Account as
     of the prior Valuation Date, reduced for the adjustments described in
     Section 13.3(a) and 13.3(b) above.

          (1) INCLUSION OF CERTAIN CONTRIBUTIONS. In applying the Balance
          Forward Method for allocating net income or loss, the Employer may
          elect under Part 12, #45.b.(3) of the Agreement [Part 12, #63.b.(3) of
          the 401(k) Agreement] or under separate administrative procedures to
          adjust each Participant's Account Balance (as of the prior Valuation
          Date) for the following contributions made since the prior Valuation
          Date (the "valuation period") which were not reflected in the
          Participant's Account on such prior Valuation Date: (1) Section 401(k)
          Deferrals and Employee After-Tax Contributions that are contributed
          during the


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          valuation period pursuant to the Participant's contribution election,
          (2) Employer Contributions (including Employer Matching Contributions)
          that are contributed during the valuation period and allocated to a
          Participant's Account during the valuation period, and (3) Rollover
          Contributions.

          (2) METHODS OF VALUING CONTRIBUTIONS MADE DURING VALUATION PERIOD. In
          determining Participants' Account Balances as of the prior Valuation
          Date, the Employer may elect to apply a weighted average method that
          credits each Participant's Account with a portion of the contributions
          based on the portion of the valuation period for which such
          contributions were invested, or an adjusted percentage method, which
          increases each Participant's Account by a specified percentage of such
          contributions. The Employer may designate under Part 12, #45.b.(3)(c)
          of the Agreement [Part 12, #63.b.(3)(c) of the 401(k) Agreement] to
          apply the special allocation rules to only particular types of
          contributions or may designate any other reasonable method for
          allocating net income and loss under the Plan.

               (I) WEIGHTED AVERAGE METHOD. The Employer may elect under Part
               12, #45.b.(3)(a) of the Agreement [Part 12, #63.b.(3)(a) of the
               401(k) Agreement] or under separate administrative procedures to
               apply a weighted average method in determining net income or
               loss. Under the weighted average method, a Participant's Account
               Balance as of the prior Valuation Date is adjusted to take into
               account a portion of the contributions made during the valuation
               period so that the Participant may receive an allocation of net
               income or loss for the portion of the valuation period during
               which such contributions were invested under the Plan. The amount
               of the adjustment to a Participant's Account Balance is
               determined by multiplying the contributions made to the
               Participant's Account during the valuation period by a fraction,
               the numerator of which is the number of months during the
               valuation period that such contributions were invested under the
               Plan and the denominator is the total number of months in the
               valuation period. The Plan's investment procedures may designate
               the specific type(s) of contributions eligible for a weighted
               allocation of net income or loss and may designate alternative
               methods for determining the weighted allocation, including the
               use of a uniform weighting period other than months.

               (II) ADJUSTED PERCENTAGE METHOD. The Employer may elect under
               Part 12, #45.b.(3)(b) of the Agreement [Part 12, #63.b.(3)(b) of
               the 401(k) Agreement] or under separate investment procedures to
               apply an adjusted percentage method of allocating net income or
               loss. Under the adjusted percentage method, a Participant's
               Account Balance as of the prior Valuation Date is increased by a
               percentage of the contributions made to the Participant's Account
               during the valuation period. The Plan's investment procedures may
               designate the specific type(s) of contributions eligible for an
               adjusted percentage allocation and may designate alternative
               procedures for determining the amount of the adjusted percentage
               allocation.

     (B) NET INCOME OR LOSS ATTRIBUTABLE TO A DIRECTED ACCOUNT. If the
     Participant (or Beneficiary) is entitled to direct the investment of all or
     part of his/her Account (see Section 13.5(c)), the Account (or the portion
     of the Account which is subject to such direction) will be maintained as a
     Directed Account, which reflects the value of the directed investments as
     of any Valuation Date. The assets held in a Directed Account may be (but
     are not required to be) segregated from the other investments held in the
     Trust. Net income or loss attributable to the investments made by a
     Directed Account is allocated to such Account in a manner that reasonably
     reflects the investment experience of such Directed Account. Where a
     Directed Account reflects segregated investments, the manner of allocating
     net income or loss shall not result in a Participant (or Beneficiary) being
     entitled to distribution from the Directed Account that exceeds the value
     of such Account as of the date of distribution.

     (C) SHARE OR UNIT ACCOUNTING. The Plan's investment procedures may provide
     for share or unit accounting to reflect the value of Accounts, if such
     method is appropriate for the investments allocable to such Accounts.

     (D) SUSPENSE ACCOUNTS. The Plan's investment procedures also may provide
     for special valuation procedures for suspense accounts that are properly
     established under the Plan.

13.5 INVESTMENTS UNDER THE PLAN.

     (A) INVESTMENT OPTIONS. The Trustee or other person(s) responsible for the
     investment of Plan assets is authorized to invest Plan assets in any
     prudent investment consistent with the funding policy of the Plan and the
     requirements of ERISA. Investment options include, but are not limited to,
     the following: common and preferred stock or other equity securities
     (including stock bought and sold on margin); Qualifying Employer Securities
     and Qualifying Employer Real Property (to the extent permitted under
     subsection (b) below); corporate bonds; open-end or closed-end mutual funds
     (including funds for which the Prototype Sponsor, Trustee or their
     affiliates serve as investment adviser or in any other capacity); money
     market accounts; certificates of deposit; debentures; commercial paper; put
     and call options; limited partnerships; mortgages; U.S. Government
     obligations, including U.S. Treasury notes and bonds; real and personal
     property having a ready market; life insurance or annuity policies;
     commodities; savings accounts; notes; and securities issued by the Trustee
     and/or its affiliates, as permitted by law. Plan assets may also be
     invested in a common/collective trust fund, or in a group trust fund that
     satisfies the requirements of IRS Revenue Ruling 81-100. All of the terms
     and provisions of any such common/ collective trust fund or group trust
     into which Plan assets are invested are incorporated by reference into the
     provisions of the Trust for this Plan. No portion of any voluntary, tax
     deductible Employee contributions being held under the Plan (or any
     earnings thereon) may be invested in life insurance contracts or, as with
     any Participant-directed investment, in tangible personal property
     characterized by the IRS as a collectible.

     (B) LIMITATIONS ON THE INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND
     QUALIFYING EMPLOYER REAL PROPERTY. The Trustee may invest in Qualifying
     Employer Securities and Qualifying Employer Real Property up to certain
     limits. Any such investment shall only be made upon written direction of
     the Employer who shall be solely responsible for the propriety of such
     investment. Additional directives regarding the purchase, sale, retention
     or valuing of such securities may be addressed in a funding policy,
     statement of investment policy, or other separate procedures or documents
     governing the investment of Plan assets. In any conflicts between the Plan
     document and a separate investment trust agreement, the Plan document shall
     prevail.

          (1) MONEY PURCHASE PLAN. In the case of a money purchase plan, no more
          than 10% of the fair market value of Plan assets may be invested in
          Qualifying Employer Securities and Qualifying Employer Real Property.

          (2) PROFIT SHARING PLAN OTHER THAN A 401(K) PLAN. In the case of a
          profit sharing plan other than a 401(k) plan, no limit applies to the
          percentage of Plan assets invested in Qualifying Employer Securities
          and Qualifying Employer Real Property, except as provided in a funding
          policy, statement of investment policy, or other separate procedures
          or documents governing the investment of Plan assets.

          (3) 401(K) PLAN. For Plan Years beginning after December 31, 1998,
          with respect to the portion of the Plan consisting of amounts
          attributable to Section 401(k) Deferrals, no more than 10% of the fair
          market value of Plan assets attributable to Section 401(k) Deferrals
          may be invested in Qualifying Employer Securities and Qualifying
          Employer Real Property if the Employer, the Trustee or a person other
          than the Participant requires any portion of the Section 401(k)
          Deferrals and attributable earnings to be invested in Qualifying
          Employer Securities or Qualifying Employer Real Property.

               (I) EXCEPTIONS TO LIMITATION. The limitation in this subsection
               (3) shall not apply if any one of the conditions in subsections
               (A), (B) or (C) applies.

                    (A) Investment of Section 401(k) Deferrals in Qualifying
                    Employer Securities or Qualifying Real Property is solely at
                    the discretion of the Participant.

                    (B) As of the last day of the preceding Plan Year, the fair
                    market value of assets of all profit sharing plans and
                    401(k) plans of the Employer was not more than 10% of the
                    fair market value of all assets under plans maintained by
                    the Employer.

                    (C) The portion of a Participant's Section 401(k) Deferrals
                    required to be invested in Qualifying Employer Securities
                    and Qualifying Employer Real Property for the Plan Year does
                    not exceed 1% of such Participant's Included Compensation.

               (II) PLAN YEARS BEGINNING PRIOR TO JANUARY 1, 1999. For Plan
               Years beginning before January 1, 1999, the limitations in this
               subsection (3) do not apply and a 401(k) plan is treated like any
               other profit sharing plan.

               (III) NO APPLICATION TO OTHER CONTRIBUTIONS. The limitation in
               this subsection (3) has no application to Employer Matching
               Contributions or Employer Nonelective Contributions. Instead, the
               rules under subsection (2) above apply for such contributions.

     (C) PARTICIPANT DIRECTION OF INVESTMENTS. If the Plan (by election in Part
     12, #43 of the Agreement [Part 12, #61 of the 401(k) Agreement] or by the
     Plan Administrator's administrative election) permits Participant direction
     of investments, the Plan Administrator must adopt investment procedures for
     such direction. The investment procedures should set forth the permissible
     investment options available for Participant direction, the timing and
     frequency of investment changes, and any other procedures or limitations
     applicable to Participant direction of investment. In no case may
     Participants direct that investments be made in collectibles, other than
     U.S. government or state issued gold and silver coins. The investment
     procedures adopted by the Plan Administrator are incorporated by reference
     into the Plan. If Participant investment direction is limited to specific
     investment options (such as designated mutual funds or common or collective
     trust funds), it shall be the sole and exclusive responsibility of the
     Employer or Plan Administrator to select the investment options, and the
     Trustee shall not be responsible for selecting or monitoring such
     investment options, unless the Trustee has otherwise agreed in writing.


                                                                              45

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     The Employer may elect under Part 12, #43.b.(1) of the Agreement [Part 12,
     #61.b.(1) of the 401(k) Agreement] or under the separate investment
     procedures to limit Participant direction of investment to specific types
     of contributions. The investment procedures adopted by the Plan
     Administrator may (but need not) allow Beneficiaries under the Plan to
     direct investments. (See Section 13.4(b) for rules regarding allocation of
     net income or loss to a Directed Account.)

     If Participant direction of investments is permitted, the Employer will
     designate how accounts will be invested in the absence of proper
     affirmative direction from the Participant. Except as otherwise provided in
     this Plan, neither the Trustee, the Employer nor any other fiduciary of the
     Plan will be liable to the Participant or Beneficiary for any loss
     resulting from action taken at the direction of the Participant.

          (1) TRUSTEE TO FOLLOW PARTICIPANT DIRECTION. To the extent the Plan
          allows Participant direction of investment, the Trustee is authorized
          to follow the Participant's written direction (or other form of
          direction deemed acceptable by the Trustee). A Directed Account will
          be established for the portion of the Participant's Account that is
          subject to Participant direction of investment. The Trustee may
          decline to follow a Participant's investment direction to the extent
          such direction would: (i) result in a prohibited transaction; (ii)
          cause the assets of the Plan to be maintained outside the jurisdiction
          of the U.S. courts; (iii) jeopardize the Plan's tax qualification;
          (iv) be contrary to the Plan's governing documents; (v) cause the
          assets to be invested in collectibles within the meaning of Code
          Section 408(m); (vi) generate unrelated business taxable income; or
          (vii) result (or could result) in a loss exceeding the value of the
          Participant's Account. The Trustee will not be responsible for any
          loss or expense resulting from a failure to follow a Participant's
          direction in accordance with the requirements of this paragraph.

          Participant directions will be processed as soon as administratively
          practicable following receipt of such directions by the Trustee. The
          Trustee, Plan Administrator or Employer will not be liable for a delay
          in the processing of a Participant direction that is caused by a
          legitimate business reason (including, but not limited to, a failure
          of computer systems or programs, failure in the means of data
          transmission, the failure to timely receive values or prices, or other
          unforeseen problems outside of the control of the Trustee, Plan
          Administrator or Employer).

          (2) ERISA SECTION 404(C) PROTECTION. If the Plan (by Employer election
          under Part 12, #43.b.(2) of the Agreement [Part 12, #61.b.(2) of the
          401(k) Agreement] or pursuant to the Plan's investment procedures) is
          intended to comply with ERISA Section 404(c), the Participant
          investment direction program adopted by the Plan Administrator should
          comply with applicable Department of Labor regulations. Compliance
          with ERISA Section 404(c) is not required for plan qualification
          purposes. The following information is provided solely as guidance to
          assist the Plan Administrator in meeting the requirements of ERISA
          Section 404(c). Failure to meet any of the following safe harbor
          requirements does not impose any liability on the Plan Administrator
          (or any other fiduciary under the Plan) for investment decisions made
          by Participants, nor does it mean that the Plan does not comply with
          ERISA Section 404(c). Nothing in this Plan shall impose any greater
          duties upon the Trustee with respect to the implementation of ERISA
          Section 404(c) than those duties expressly provided for in procedures
          adopted by the Employer and agreed to by the Trustee.

               (I) DISCLOSURE REQUIREMENTS. The Plan Administrator (or other
               Plan fiduciary who has agreed to perform this activity) shall
               provide, or shall cause a person designated to act on his behalf
               to provide, the following information to Participants:

                    (A) MANDATORY DISCLOSURES. To satisfy the requirements of
                    ERISA Section 404(c), the Participants must receive certain
                    mandatory disclosures, including (I) an explanation that the
                    Plan is intended to be an ERISA Section 404(c) plan; (II) a
                    description of the investment options under the Plan; (III)
                    the identity of any designated Investment Managers that may
                    be selected by the Participant; (IV) any restrictions on
                    investment selection or transfers among investment vehicles;
                    (V) an explanation of the fees and expenses that may be
                    charged in connection with the investment transactions; (VI)
                    the materials relating to voting rights or other rights
                    incidental to the holding of an investment; (VII) the most
                    recent prospectus for an investment option which is subject
                    to the Securities Act of 1933.

                    (B) DISCLOSURES UPON REQUEST. In addition, a Participant
                    must be able to receive upon request (I) the current value
                    of the Participant's interest in an investment option; (II)
                    the value and investment performance of investment
                    alternatives available under the Plan; (III) the annual
                    operating expenses of a designated investment alternative;
                    and (IV) copies of any prospectuses, or other material,
                    relating to available investment options.

               (II) DIVERSIFIED INVESTMENT OPTIONS. The investment procedure
               must provide at least three diversified investment options that
               offer a broad range of investment opportunity. Each of the
               investment opportunities must have materially different risk and
               return characteristics. The procedure may allow investment under
               a segregated brokerage account.

               (III) FREQUENCY OF INVESTMENT INSTRUCTIONS. The investment
               procedure must provide the Participant with the opportunity to
               give investment instructions as frequently as is appropriate to
               the volatility of the investment. For each investment option, the
               frequency can be no less than quarterly.

ARTICLE 14 PARTICIPANT LOANS

This Article contains rules for providing loans to Participants under the Plan.
This Article applies if: (1) the Employer elects under Part 12 of the Agreement
to provide loans to Participants or (2) if Part 12 does not specify whether
Participant loans are available, the Plan Administrator decides to implement a
Participant loan program. Any Participant loans will be made pursuant to the
default loan policy prescribed by this Article 14 unless the Plan Administrator
adopts a separate written loan policy or modifies the default loan policy in
this Article 14 by adopting modified loan provisions. If the Employer adopts a
separate written loan policy or written modifications to the default loan
program in this Article, the terms of such loan policy or written modifications
will control over the terms of this Plan with respect to the administration of
any Participant loans.

14.1 DEFAULT LOAN POLICY. Loans are available under this Article only if such
     loans:

     (a)  are available to Participants on a reasonably equivalent basis (see
          Section 14.3);

     (b)  are not available to Highly Compensated Employees in an amount greater
          than the amount that is available to other Participants;

     (c)  bear a reasonable rate of interest (as determined under Section 14.4)
          and are adequately secured (as determined under Section 14.5);

     (d)  provide for periodic repayment within a specified period of time (as
          determined under Section 14.6); and

     (e)  do not exceed, for any Participant, the amount designated under
          Section 14.7.

     A separate written loan policy may not modify the requirements under
     subsections (a) through (e) above, except as permitted in the referenced
     Sections of this Article.

14.2 ADMINISTRATION OF LOAN PROGRAM. A Participant loan is available under this
     Article only if the Participant makes a request for such a loan in
     accordance with the provisions of this Article or in accordance with a
     separate written loan policy. To receive a Participant loan, a Participant
     must sign a promissory note along with a pledge or assignment of the
     portion of the Account Balance used for security on the loan. Except as
     provided in a separate loan policy or in a written modification to the
     default loan policy in this Article, any reference under this Article 14 to
     a Participant means a Participant or Beneficiary who is a party in interest
     (as defined in ERISA Section 3(14)).

     In the case of a restated Plan, if any provision of this Article 14 is more
     restrictive than the terms of the Plan (or a separate written loan policy)
     in effect prior to the adoption of this Prototype Plan, such provision
     shall apply only to loans finalized after the adoption of this Prototype
     Plan, even if the restated Effective Date indicated in the Agreement
     predates the adoption of the Plan.

14.3 AVAILABILITY OF PARTICIPANT LOANS. Participant loans must be made available
     to Participants in a reasonably equivalent manner. The Plan Administrator
     may refuse to make a loan to any Participant who is determined to be not
     creditworthy. For this purpose, a Participant is not creditworthy if, based
     on the facts and circumstances, it is reasonable to believe that the
     Participant will not repay the loan. A Participant who has defaulted on a
     previous loan from the Plan and has not repaid such loan (with accrued
     interest) at the time of any subsequent loan will not be treated as
     creditworthy until such time as the Participant repays the defaulted loan
     (with accrued interest). A separate written loan policy or written
     modification to this loan policy may prescribe different rules for
     determining creditworthiness and to what extent creditworthiness must be
     determined.

     No Participant loan will be made to any Shareholder-Employee or
     OwnerEmployee unless a prohibited transaction exemption for such loan is
     obtained from the Department of Labor or the prohibition against loans to
     such individuals is formally withdrawn by statute or by action of the
     Treasury or the Department of Labor. The prohibition against loans to
     Shareholder-Employees and Owner-Employees outlined in this paragraph may
     not be modified by a separate written loan policy.

14.4 REASONABLE INTEREST RATE. A Participant must be charged a reasonable rate
     of interest for any loan he/she receives. For this purpose, the interest
     rate charged on a Participant loan must be commensurate with the interest
     rates charged by persons in the business of lending money for loans under
     similar circumstances. The Plan Administrator will determine a reasonable


46

<PAGE>

     rate of interest by reviewing the interest rates charged by a sample of
     third party lenders in the same geographical region as the Employer. The
     Plan Administrator must periodically review its interest rate assumptions
     to ensure the interest rate charged on Participant loans is reasonable. A
     separate written loan policy or written modifications to this loan policy
     may prescribe an alternative means of establishing a reasonable interest
     rate.

14.5 ADEQUATE SECURITY. All Participant loans must be adequately secured. The
     Participant's vested Account Balance shall be used as security for a
     Participant loan provided the outstanding balance of all Participant loans
     made to such Participant does not exceed 50% of the Participant's vested
     Account Balance, determined immediately after the origination of each loan,
     and if applicable, the spousal consent requirements described in Section
     14.9 have been satisfied. The Plan Administrator (with the consent of the
     Trustee) may require a Participant to provide additional collateral to
     receive a Participant loan if the Plan Administrator determines such
     additional collateral is required to protect the interests of Plan
     Participants. A separate loan policy or written modifications to this loan
     policy may prescribe alternative rules for obtaining adequate security.
     However, the 50% rule in this paragraph may not be replaced with a greater
     percentage.

14.6 PERIODIC REPAYMENT. A Participant loan must provide for level amortization
     with payments to be made not less frequently than quarterly. A Participant
     loan must be payable within a period not exceeding five (5) years from the
     date the Participant receives the loan from the Plan, unless the loan is
     for the purchase of the Participant's principal residence, in which case
     the loan must be payable within a reasonable time commensurate with the
     repayment period permitted by commercial lenders for similar loans. Loan
     repayments must be made through payroll withholding, except to the extent
     the Plan Administrator determines payroll withholding is not practical
     given the level of a Participant's wages, the frequency with which the
     Participant is paid, or other circumstances.

     (A) UNPAID LEAVE OF ABSENCE. A Participant with an outstanding Participant
     loan may suspend loan payments to the Plan for up to 12 months for any
     period during which the Participant is on an unpaid leave of absence. Upon
     the Participant's return to employment (or after the end of the 12-month
     period, if earlier), the Participant's outstanding loan will be reamortized
     over the remaining period of such loan to make up for the missed payments.
     The reamortized loan may extend beyond the original loan term so long as
     the loan is paid in full by whichever of the following dates comes first:
     (1) the date which is five (5) years from the original date of the loan (or
     the end of the suspension, if sooner), or (2) the original loan repayment
     deadline (or the end of the suspension period, if later) plus the length of
     the suspension period.

     (B) MILITARY LEAVE. A Participant with an outstanding Participant loan also
     may suspend loan payments for any period such Participant is on military
     leave, in accordance with Code Section 414(u)(4). Upon the Participant's
     return from military leave (or the expiration of five years from the date
     the Participant began his/her military leave, if earlier), loan payments
     will recommence under the amortization schedule in effect prior to the
     Participant's military leave, without regard to the five-year maximum loan
     repayment period. Alternatively, the loan may be reamortized to require a
     different level of loan payment, as long as the amount and frequency of
     such payments are not less than the amount and frequency under the
     amortization schedule in effect prior to the Participant's military leave.

     A separate loan policy or written modification to this loan policy may (1)
     modify the time period for repaying Participant loans, provided Participant
     loans are required to be repaid over a period that is not longer than the
     periods described in this Section; (2) specify the frequency of Participant
     loan repayments, provided the payments are required at least quarterly; (3)
     modify the requirement that loans be repaid through payroll withholding; or
     (4) modify or eliminate the leave of absence and/or military leave rules
     under this Section.

14.7 LOAN LIMITATIONS. A Participant loan may not be made to the extent such
     loan (when added to the outstanding balance of all other loans made to the
     Participant) exceeds the lesser of:

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

     (b) one-half ((1)U2) of the Participant's vested Account Balance,
     determined as of the Valuation Date coinciding with or immediately
     preceding such loan, adjusted for any contributions or distributions made
     since such Valuation Date.

     A Participant may not receive a Participant loan of less than $1,000 nor
     may a Participant have more than one Participant loan outstanding at any
     time. A Participant may renegotiate a loan without violating the one
     outstanding loan requirement to the extent such renegotiated loan is a new
     loan (i.e., the renegotiated loan separately satisfies the reasonable
     interest rate requirement under Section 14.4, the adequate security
     requirement under Section 14.5 and the periodic repayment requirement under
     Section 14.6). and the renegotiated loan does not exceed the limitations
     under (a) or (b) above, treating both the replaced loan and the
     renegotiated loan as outstanding at the same time. However, if the term of
     the renegotiated loan does not end later than the original term of the
     replaced loan, the replaced loan may be ignored in applying the limitations
     under (a) and (b) above.

     In applying the limitations under this Section, all plans maintained by the
     Employer are aggregated and treated as a single plan. In addition, any
     assignment or pledge of any portion of the Participant's interest in the
     Plan and any loan, pledge or assignment with respect to any insurance
     contract purchased under the Plan will be treated as loan under this
     Section.

     A separate written loan policy or written modifications to this loan policy
     may (1) modify the limitations on the amount of a Participant loan; (2)
     modify or eliminate the minimum loan amount requirement; (3) permit a
     Participant to have more than one loan outstanding at a time; (4) prescribe
     limitations on the purposes for which loans may be required; or (5)
     prescribe rules for reamortization, consolidation, renegotiation or
     refinancing of loans.

14.8 SEGREGATED INVESTMENT. A Participant loan is treated as a segregated
     investment on behalf of the individual Participant for whom the loan is
     made. The Plan Administrator may adopt separate administrative procedures
     for determining which type or types of contributions (and the amount of
     each type of contribution) may be used to provide the Participant loan. If
     the Plan Administrator does not adopt procedures designating the type of
     contributions from which the Participant loan will be made, such loan is
     deemed to be made on a proportionate basis from each type of contribution.

     Unless requested otherwise on the Participant's loan application, a
     Participant loan will be made equally from all investment funds in which
     the applicable contributions are held. A Participant or Beneficiary may
     direct the Trustee, on his/her loan application, to withdraw the
     Participant loan amounts from a specific investment fund or funds. A
     Participant loan will not violate the requirements of this default loan
     policy merely because the Plan Administrator does not permit the
     Participant to designate the contributions or funds from which the
     Participant loan will be made. Each payment of principal and interest paid
     by a Participant on his/her Participant loan shall be credited
     proportionately to such Participant's Account(s) and to the investment
     funds within such Account(s).

     A separate loan policy or written modifications to this loan policy may
     modify the rules of this Section without limitation, including prescribing
     different rules for determining the source of a loan with respect to
     contribution types and investment funds.

14.9 SPOUSAL CONSENT. If this Plan is subject to the Joint and Survivor Annuity
     requirements under Article 9, a Participant may not use his/her Account
     Balance as security for a Participant loan unless the Participant's spouse,
     if any, consents to the use of such Account Balance as security for the
     loan. The spousal consent must be made within the 90-day period ending on
     the date the Participant's Account Balance is to be used as security for
     the loan. Spousal consent is not required, however, if the value of the
     Participant's total vested Account Balance (as determined under Section
     8.3(e)) does not exceed $5,000 ($3,500 for loans made before the time the
     $5,000 rules becomes effective under Section 8.3). If the Plan is not
     subject to the Joint and Survivor Annuity requirements under Article 9, a
     spouse's consent is not required to use a Participant's Account Balance as
     security for a Participant loan, regardless of the value of the
     Participant's Account Balance.

     Any spousal consent required under this Section must be in writing, must
     acknowledge the effect of the loan and must be witnessed by a plan
     representative or notary public. Any such consent to use the Participant's
     Account Balance as security for a Participant loan is binding with respect
     to the consenting spouse and with respect to any subsequent spouse as it
     applies to such loan. A new spousal consent will be required if the Account
     Balance is subsequently used as security for a renegotiation, extension,
     renewal or other revision of the loan. A new spousal consent also will be
     required only if any portion of the Participant's Account Balance will be
     used as security for a subsequent Participant loan.

     A separate loan policy or written modifications to this loan policy may not
     eliminate the spousal consent requirement where it would be required under
     this Section, but may impose spousal consent requirements that are not
     prescribed by this Section.

14.10 PROCEDURES FOR LOAN DEFAULT. A Participant will be considered to be in
     default with respect to a loan if any scheduled repayment with respect to
     such loan is not made by the end of the calendar quarter following the
     calendar quarter in which the missed payment was due.

     If a Participant defaults on a Participant loan, the Plan may not offset
     the Participant's Account Balance until the Participant is otherwise
     entitled to an immediate distribution of the portion of the Account Balance
     which will be offset and such amount being offset is available as security
     on the loan, pursuant to Section 14.5. For this purpose, a loan default is
     treated as an immediate distribution event to the extent the law does not
     prohibit an actual distribution of the type of contributions which would be
     offset as a result of the loan default (determined without regard to the
     consent requirements under Articles 8 and 9, so long as spousal consent was
     properly obtained at the time of the loan, if required under Section 14.9).


                                                                              47

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     The Participant may repay the outstanding balance of a defaulted loan
     (including accrued interest through the date of repayment) at any time.

     Pending the offset of a Participant's Account Balance following a defaulted
     loan, the following rules apply to the amount in default.

     (a) Interest continues to accrue on the amount in default until the time of
     the loan offset or, if earlier, the date the loan repayments are made
     current or the amount is satisfied with other collateral.

     (b) A subsequent offset of the amount in default is not reported as a
     taxable distribution, except to the extent the taxable portion of the
     default amount was not previously reported by the Plan as a taxable
     distribution.

     (c) The post-default accrued interest included in the loan offset is not
     reported as a taxable distribution at the time of the offset.

     A separate loan policy or written modifications to this loan policy may
     modify the procedures for determining a loan default.

14.11 TERMINATION OF EMPLOYMENT.

     (A) OFFSET OF OUTSTANDING LOAN. A Participant loan becomes due and payable
     in full immediately upon the Participant's termination of employment. Upon
     a Participant's termination, the Participant may repay the entire
     outstanding balance of the loan (including any accrued interest) within a
     reasonable period following termination of employment. If the Participant
     does not repay the entire outstanding loan balance, the Participant's
     vested Account Balance will be reduced by the remaining outstanding balance
     of the loan (without regard to the consent requirements under Articles 8
     and 9, so long as spousal consent was properly obtained at the time of the
     loan, if required under Section 14.9), to the extent such Account Balance
     is available as security on the loan, pursuant to Section 14.5, and the
     remaining vested Account Balance will be distributed in accordance with the
     distribution provisions under Article 8. If the outstanding loan balance of
     a deceased Participant is not repaid, the outstanding loan balance shall be
     treated as a distribution to the Participant and shall reduce the death
     benefit amount payable to the Beneficiary under Section 8.4.

     (B) DIRECT ROLLOVER. Upon termination of employment, a Participant may
     request a Direct Rollover of the loan note (provided the distribution is an
     Eligible Rollover Distribution as defined in Section 8.8(a)) to another
     qualified plan which agrees to accept a Direct Rollover of the loan note. A
     Participant may not engage in a Direct Rollover of a loan to the extent the
     Participant has already received a deemed distribution with respect to such
     loan. (See the rules regarding deemed distributions upon a loan default
     under Section 14.10.)

     (C) MODIFIED LOAN POLICY. A separate loan policy or written modifications
     to this loan policy may modify this Section 14.11, including, but not
     limited to: (1) a provision to permit loan repayments to continue beyond
     termination of employment; (2) to prohibit the Direct Rollover of a loan
     note; and (3) to provide for other events that may accelerate the
     Participant's repayment obligation under the loan.

ARTICLE 15 INVESTMENT IN LIFE INSURANCE

This Article provides special rules for Plans that permit investment in life
insurance on the life of the Participant, the Participant's spouse or other
family members. The Employer may elect in Part 12 of the Agreement to permit
life insurance investments in the Plan, or life insurance investments may be
permitted, prohibited or restricted under the Plan through separate investment
procedures or a separate funding policy. If the Plan prohibits investments in
life insurance, this Article does not apply.

15.1 INVESTMENT IN LIFE INSURANCE. A group or individual life insurance policy
     purchased by the Plan may be issued on the life of a Participant, a
     Participant's spouse, a Participant's child or children, a family member of
     the Participant or any other individual with an insurable interest. If this
     Plan is a money purchase plan, a life insurance policy may only be issued
     on the life of the Participant. A life insurance policy includes any type
     of policy, including a second-to-die policy, provided that the holding of a
     particular type of policy is not prohibited under rules applicable to
     qualified plans.

     Any premiums on life insurance held for the benefit of a Participant will
     be charged against such Participant's vested Account Balance. Unless
     directed otherwise, the Plan Administrator will reduce each of the
     Participant's Accounts under the Plan equally to pay premiums on life
     insurance held for such Participant's benefit. Any premiums paid for life
     insurance policies must satisfy the incidental life insurance rules under
     Section 15.2.

15.2 INCIDENTAL LIFE INSURANCE RULES. Any life insurance purchased under the
     Plan must meet the following requirements:

     (A) ORDINARY LIFE INSURANCE POLICIES. The aggregate premiums paid for
     ordinary life insurance policies (i.e., policies with both nondecreasing
     death benefits and nonincreasing premiums) for the benefit of a Participant
     shall not at any time exceed 49% of the aggregate amount of Employer
     Contributions (including Section 401(k) Deferrals) and forfeitures that
     have been allocated to the Account of such Participant.

     (b) LIFE INSURANCE POLICIES OTHER THAN ORDINARY LIFE. The aggregate
     premiums paid for term, universal or other life insurance policies (other
     than ordinary life insurance policies) for the benefit of a Participant
     shall not at any time exceed 25% of the aggregate amount of Employer
     Contributions (including Section 401(k) Deferrals) and forfeitures that
     have been allocated to the Account of such Participant.

     (C) COMBINATION OF ORDINARY AND OTHER LIFE INSURANCE POLICIES. The sum of
     one-half ((1)U2) of the aggregate premiums paid for ordinary life insurance
     policies plus all the aggregate premiums paid for any other life insurance
     policies for the benefit of a Participant shall not at any time exceed 25%
     of the aggregate amount of Employer Contributions (including Section 401(k)
     Deferrals) and forfeitures which have been allocated to the Account of such
     Participant.

     (D) EXCEPTION FOR CERTAIN PROFIT SHARING AND 401(K) PLANS. If the Plan is a
     profit sharing plan or a 401(k) plan, the limitations in this Section do
     not apply to the extent life insurance premiums are paid only with Employer
     Contributions and forfeitures that have been accumulated in the
     Participant's Account for at least two years or are paid with respect to a
     Participant who has been an Eligible Participant for at least five years.
     For purposes of applying this special limitation, Employer Contributions do
     not include any Section 401(k) Deferrals, QMACs, QNECs or Safe-Harbor
     Contributions under a 401(k) plan.

     (E) EXCEPTION FOR EMPLOYEE AFTER-TAX CONTRIBUTIONS AND ROLLOVER
     CONTRIBUTIONS. The Plan Administrator also may invest, with the
     Participant's consent, any portion of the Participant's Employee After-Tax
     Contribution Account or Rollover Contribution Account in a group or
     individual life insurance policy for the benefit of such Participant,
     without regard to the incidental life insurance rules under this Section.

15.3 OWNERSHIP OF LIFE INSURANCE POLICIES. The Trustee is the owner of any life
     insurance policies purchased under the Plan in accordance with the
     provisions of this Article 15. Any life insurance policy purchased under
     the Plan must designate the Trustee as owner and beneficiary under the
     policy. The Trustee will pay all proceeds of any life insurance policies to
     the Beneficiary of the Participant for whom such policy is held in
     accordance with the distribution provisions under Article 8 and the Joint
     and Survivor Annuity requirements under Article 9. In no event shall the
     Trustee retain any part of the proceeds from any life insurance policies
     for the benefit of the Plan.

15.4 EVIDENCE OF INSURABILITY. Prior to purchasing a life insurance policy, the
     Plan Administrator may require the individual whose life is being insured
     to provide evidence of insurability, such as a physical examination, as may
     be required by the Insurer.

15.5 DISTRIBUTION OF INSURANCE POLICIES. Life insurance policies under the Plan,
     which are held on behalf of a Participant, must be distributed to the
     Participant or converted to cash upon the later of the Participant's
     Distribution Commencement Date (as defined in Section 22.56) or termination
     of employment. Any life insurance policies that are held on behalf of a
     terminated Participant must continue to satisfy the incidental life
     insurance rules under Section 15.2. If a life insurance policy is purchased
     on behalf of an individual other than the Participant, and such individual
     dies, the Participant may withdraw any or all life insurance proceeds from
     the Plan, to the extent such proceeds exceed the cash value of the life
     insurance policy determined immediately before the death of the insured
     individual.

15.6 DISCONTINUANCE OF INSURANCE POLICIES. Investments in life insurance may be
     discontinued at any time, either at the direction of the Trustee or other
     fiduciary responsible for making investment decisions. If the Plan provides
     for Participant direction of investments, life insurance as an investment
     option may be eliminated at any time by the Plan Administrator. Where life
     insurance investment options are being discontinued, the Plan
     Administrator, in its sole discretion, may offer the sale of the insurance
     policies to the Participant, or to another person, provided that the
     prohibited transaction exemption requirements prescribed by the Department
     of Labor are satisfied.

15.7 PROTECTION OF INSURER. An Insurer that issues a life insurance policy under
     the terms of this Article, shall not be responsible for the validity of
     this Plan and shall be protected and held harmless for any actions taken or
     not taken by the Trustee or any actions taken in accordance with written
     directions from the Trustee or the Employer (or any duly authorized
     representatives of the Trustee or Employer). An Insurer shall have no
     obligation to determine the propriety of any premium payments or to
     guarantee the proper application of any payments made by the insurance
     company to the Trustee.

     The Insurer is not and shall not be considered a party to this Agreement
     and is not a fiduciary with respect to the Plan solely as a result of the
     issuance of life insurance policies under this Article 15.

15.8 NO RESPONSIBILITY FOR ACT OF INSURER. Neither the Employer, the Plan
     Administrator nor the Trustee shall be responsible for the validity of the
     provisions under a life insurance policy issued under this Article 15 or
     for the failure or refusal by the Insurer to provide benefits under such
     policy. The Employer, the Plan Administrator and the Trustee are also not
     responsible for any action or failure to act by the Insurer or any other
     person which results in the delay of a payment under the life insurance
     policy or which renders the policy invalid or unenforceable in whole or in
     part.


48

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ARTICLE 16 TOP-HEAVY PLAN REQUIREMENTS

This Article contains the rules for determining whether the Plan is a Top-Heavy
Plan and the consequences of having a Top-Heavy Plan. Part 6 of the Agreement
provides for elections relating to the vesting schedule for a Top-Heavy Plan.
Part 13 of the Agreement allows the Employer to elect to satisfy the Top-Heavy
Plan allocation requirements under another plan.

16.1 IN GENERAL. If the Plan is or becomes a Top-Heavy Plan in any Plan Year,
     the provisions of this Article 16 will supersede any conflicting provisions
     in the Plan or Agreement. However, this Article 16 will no longer apply if
     Code Section 416 is repealed.

16.2 TOP-HEAVY PLAN CONSEQUENCES.

     (A) MINIMUM ALLOCATION FOR NON-KEY EMPLOYEES. If the Plan is a TopHeavy
     Plan for any Plan Year, except as otherwise provided in subsections (4) and
     (5) below, the Employer Contributions and forfeitures allocated for the
     Plan Year on behalf of any Eligible Participant who is a Non-Key Employee
     must not be less than a minimum percentage of the Participant's Total
     Compensation (as defined in Section 16.3(i)). If any Non-Key Employee who
     is entitled to receive a top-heavy minimum contribution pursuant to this
     Section 16.2(a) fails to receive an appropriate allocation, the Employer
     will make an additional contribution on behalf of such Non-Key Employee to
     satisfy the requirements of this Section. The Employer may elect under Part
     4 of the Agreement [Part 4C of the 401(k) Agreement] to make the top-heavy
     contribution to all Eligible Participants. If the Employer elects under the
     Agreement to provide the top-heavy minimum contribution to all Eligible
     Participants, the Employer also will make an additional contribution on
     behalf of any Key Employee who is an Eligible Participant and who did not
     receive an allocation equal to the top-heavy minimum contribution.

          (1) DETERMINING THE MINIMUM PERCENTAGE. The minimum percentage that
          must be allocated under subsection (a) above is the lesser of: (i)
          three (3) percent of Total Compensation for the Plan Year or (ii) the
          highest contribution rate for any Key Employee for the Plan Year. The
          highest contribution rate for a Key Employee is determined by taking
          into account the total Employer Contributions and forfeitures
          allocated to each Key Employee for the Plan Year, as a percentage of
          the Key Employee's Total Compensation. A Key Employee's contribution
          rate includes Section 401(k) Deferrals made by the Key Employee for
          the Plan Year (except as provided by regulation or statute). If this
          Plan is aggregated with a Defined Benefit Plan to satisfy the
          requirements of Code Section 401(a)(4) or Code Section 410(b), the
          minimum percentage is three (3) percent, without regard to the highest
          Key Employee contribution rate. See subsection (5) below if the
          Employer maintains more than one plan.

          (2) DETERMINING WHETHER THE NON-KEY EMPLOYEE'S ALLOCATION SATISFIES
          THE MINIMUM PERCENTAGE. To determine if a Non-Key Employee's
          allocation of Employer Contributions and forfeitures is at least equal
          to the minimum percentage, the Employee's Section 401(k) Deferrals for
          the Plan Year are disregarded. In addition, Matching Contributions
          allocated to the Employee's Account for the Plan Year are disregarded,
          unless: (i) the Plan Administrator elects to take all or a portion of
          the Matching Contributions into account, or (ii) Matching
          Contributions are taken into account by statute or regulation. The
          rule in (i) does not apply unless the Matching Contributions so taken
          into account could satisfy the nondiscrimination testing requirements
          under Code Section 401(a)(4) if tested separately. Any Employer
          Matching Contributions used to satisfy the Top-Heavy Plan minimum
          allocation may not be used in the ACP Test (as defined in Section
          17.3), except to the extent permitted under statute, regulation or
          other guidance of general applicability.

          (3) CERTAIN ALLOCATION CONDITIONS INAPPLICABLE. The Top-Heavy Plan
          minimum allocation shall be made even though, under other Plan
          provisions, the Non-Key Employee would not otherwise be entitled to
          receive an allocation, or would have received a lesser allocation for
          the Plan Year because of:

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

               (ii) the Participant's failure to make Employee After-Tax
               Contributions to the Plan, or

               (iii) Total Compensation is less than a stated amount.

               The minimum allocation also is determined without regard to any
               Social Security contribution or whether an Eligible Participant
               fails to make Section 401(k) Deferrals for a Plan Year in which
               the Plan includes a 401(k) feature.

          (4) PARTICIPANTS NOT EMPLOYED ON THE LAST DAY OF THE PLAN YEAR. The
          minimum allocation requirement described in this subsection (a) does
          not apply to an Eligible Participant who was not employed by the
          Employer on the last day of the applicable Plan Year.

          (5) PARTICIPATION IN MORE THAN ONE TOP-HEAVY PLAN. The minimum
          allocation requirement described in this subsection (a) does not apply
          to an Eligible Participant who is covered under another plan
          maintained by the Employer if, pursuant to Part 13, #54 of the
          Agreement [Part 13, #72 of the 401(k) Agreement], the other Plan will
          satisfy the minimum allocation requirement.

               (I) MORE THAN ONE DEFINED CONTRIBUTION PLANS. If the Employer
               maintains more than one top-heavy Defined Contribution Plan
               (including Paired Plans), the Employer may designate in Part 13,
               #54.a. of the Agreement [Part 13, #72.a. of the 401(k) Agreement]
               which plan will provide the top-heavy minimum contribution to
               Non-Key Employees. Alternatively, under Part 13, #54.a.(3) of the
               Agreement [Part 13, #72.a.(3) of the 401(k) Agreement], the
               Employer may designate another means of complying with the
               top-heavy requirements. If Part 13, #54 of the Agreement [Part
               13, #72 of the 401(k) Agreement] is not completed and the
               Employer maintains more than one Defined Contribution Plan, the
               Employer will be deemed to have selected this Plan under Part 13,
               #54.a. of the Agreement [Part 13, #72.a. of the 401(k) Agreement]
               as the Plan under which the top-heavy minimum contribution will
               be provided.

               If an Employee is entitled to a top-heavy minimum contribution
               but has not satisfied the minimum age and/or service requirements
               under the Plan designated to provide the top-heavy minimum
               contribution, the Employee may receive a top-heavy minimum
               contribution under the designated Plan. Thus, for example, if the
               Employer maintains both a 401(k) plan and a non-401(k) plan, a
               Non-Key Employee who has not satisfied the minimum age and
               service conditions under Part 1, #5 of the non-401(k) plan
               Agreement is eligible for a top-heavy minimum allocation under
               the non-401(k) plan (if so provided under Part 13, #54.a. of the
               Agreement [Part 13, #72.a. of the 401(k) Agreement]) if such
               Employee has satisfied the eligibility conditions for making
               Section 401(k) Deferrals under the 401(k) plan. The provision of
               a topheavy minimum contribution under this paragraph will not
               cause the Plan to fail the minimum coverage or nondiscrimination
               rules. The Employer may designate an alternative method of
               providing the top-heavy minimum contribution to such Employees
               under Part 13, #54.a.(3) of the Agreement [Part 13, #72.a.(3) of
               the 401(k) Agreement].

               (II) DEFINED CONTRIBUTION PLAN AND A DEFINED BENEFIT PLAN. If the
               Employer maintains both a top-heavy Defined Contribution Plan
               (under this BPD) and a top-heavy Defined Benefit Plan, the
               Employer must designate the manner in which the plans will comply
               with the Top-Heavy Plan requirements. Under Part 13, #54.b. of
               the Agreement [Part 13, #72.b. of the 401(k) Agreement], the
               Employer may elect to provide the top-heavy minimum benefit to
               Non-Key Employees who participate in both Plans (A) in the
               Defined Benefit Plan; (B) in the Defined Contribution Plan (but
               increasing the minimum allocation from 3% to 5%); or (C) under
               any other acceptable method of compliance. If a NonKey Employee
               participates only under the Defined Benefit Plan, the top-heavy
               minimum benefit will be provided under the Defined Benefit Plan.
               If a Non-Key Employee participates only under the Defined
               Contribution Plan, the top-heavy minimum benefit will be provided
               under the Defined Contribution Plan (without regard to this
               subsection (ii)). If Part 13, #54.b. of the Agreement [Part 13,
               #72.b. of the 401(k) Agreement] is not completed and the Employer
               maintains a Defined Benefit Plan, the Employer will be deemed to
               have selected this Plan under Part 13, #54.b.(1) of the Agreement
               [Part 13, #72.b.(1) of the 401(k) Agreement] as the plan under
               which the top-heavy minimum contribution will be provided.

               If the Employer maintains more than one Defined Contribution Plan
               in addition to a Defined Benefit Plan, the Employer may use Part
               13, #54.b.(3) of the Agreement [Part 13, #72.b.(3) of the 401(k)
               Agreement] to designate which Defined Contribution Plan will
               provide the top-heavy minimum contribution.

               If the Employer is using the Four-Step Permitted Disparity Method
               (as described in Section 2.2(b)(ii)) and elects under Part 13,
               #54.b.(1) of the Agreement [Part 13, #72.b.(1) of the 401(k)
               Agreement] to provide a 5% top-heavy minimum contribution, the 3%
               minimum allocation under Step One is increased to 5%. The 3%
               allocation under Step Two will also be increased to the lesser of
               (A) 5% or (B) the amount determined under Step Three (increased
               by 3 percentage points). If an additional allocation is to be
               made under Step Three, the Applicable Percentage under Section
               2.2(b)(ii)(C) must be reduced by 2 percentage points (but not
               below zero).

          (6) NO FORFEITURE FOR CERTAIN EVENTS. The minimum top-heavy allocation
          (to the extent required to be nonforfeitable under Code Section
          416(b)) may not be forfeited under the suspension of benefit rules of
          Code Section 411(a)(3)(B) or the withdrawal of mandatory contribution
          rules of Code Section 411(a)(3)(D).


                                                                              49
<PAGE>

     (B) SPECIAL TOP-HEAVY VESTING RULES.

          (1) MINIMUM VESTING SCHEDULES. For any Plan Year in which this Plan is
          a Top-Heavy Plan, the Top-Heavy Plan vesting schedule elected in Part
          6, #19 of the Agreement [Part 6, #37 of the 401(k) Agreement] will
          automatically apply to the Plan. The Top-Heavy Plan vesting schedule
          will apply to all benefits within the meaning of Code Section
          411(a)(7) except those attributable to Employee After-Tax
          Contributions, including benefits accrued before the effective date of
          Code Section 416 and benefits accrued before the Plan became a
          Top-Heavy Plan. No decrease in a Participant's nonforfeitable
          percentage may occur in the event the Plan's status as a Top-Heavy
          Plan changes for any Plan Year. However, this subsection does not
          apply to the Account Balance of any Employee who does not have an Hour
          of Service after a Top-Heavy Plan vesting schedule becomes effective.

          (2) SHIFTING TOP-HEAVY PLAN STATUS. If the vesting schedule under the
          Plan shifts in or out of the Top-Heavy Plan vesting schedule for any
          Plan Year because of a change in Top-Heavy Plan status, such shift is
          an amendment to the vesting schedule and the election in Section 4.7
          of the Plan applies.

16.3 TOP-HEAVY DEFINITIONS.

     (A) DETERMINATION DATE. For any Plan Year subsequent to the first Plan
     Year, the Determination Date is the last day of the preceding Plan Year.
     For the first Plan Year of the Plan, the Determination Date is the last day
     of that first Plan Year.

     (B) DETERMINATION PERIOD. The Plan Year containing the Determination Date
     and the four (4) preceding Plan Years.

     (C) KEY EMPLOYEE. Any Employee or former Employee (and the Beneficiaries of
     such Employee) is a Key Employee for a Plan Year if, at any time during the
     Determination Period, the individual was:

          (1) an officer of the Employer with annual Total Compensation in
          excess of 50 percent of the dollar limitation under Code
          Section 415(b)(1)(A),

          (2) an owner (or considered an owner under Code Section 318) of one of
          the 10 largest interests in the Employer with annual Total
          Compensation in excess of 100 percent of the dollar limitation under
          Code Section 415(c)(1)(A);

          (3) a Five-Percent Owner (as defined in Section 22.88),

          (4) a more than 1-percent owner of the Employer with an annual Total
          Compensation of more than $150,000.

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

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

     (E) PRESENT VALUE. The present value based on the interest and mortality
     rates specified in the relevant Defined Benefit Plan. In the event that
     more than one Defined Benefit Plan is included in a Required Aggregation
     Group or Permissive Aggregation Group, a uniform set of actuarial
     assumptions must be applied to determine present value. The Employer may
     specify in Part 13, #54.b.(3) of the Agreement [Part 13, #72.b.(3) of the
     401(k) Agreement] the actuarial assumptions that will apply if the Defined
     Benefit Plans do not specify a uniform set of actuarial assumptions to be
     used to determine if the plans are Top-Heavy.

     (F) REQUIRED AGGREGATION GROUP.

          (1) Each qualified plan of the Employer in which at least one Key
          Employee participates or participated at any time during the
          Determination Period (regardless of whether the plan has terminated),
          and

          (2) any other qualified plan of the Employer that enables a plan
          described in (l) to meet the coverage or nondiscrimination
          requirements of Code Sections 410(b) or 401(a)(4).

     (G) TOP-HEAVY PLAN. For any Plan Year, this Plan is a Top-Heavy Plan if any
     of the following conditions exist:

          (1) The Plan is not part of any Required Aggregation Group or
          Permissive Aggregation Group of plans, and the Top-Heavy Ratio for the
          Plan exceeds 60 percent.

          (2) The Plan is part of a Required Aggregation Group of plans, but not
          part of a Permissive Aggregation Group, and the Top-Heavy Ratio for
          the Required Aggregation Group of plans exceeds 60 percent.

          (3) The Plan is part of a Required Aggregation Group and part of a
          Permissive Aggregation Group of plans, and the Top-Heavy Ratio for the
          Permissive Aggregation Group exceeds 60 percent.

     (H) TOP-HEAVY RATIO.

          (1) DEFINED CONTRIBUTION PLANS ONLY. This paragraph applies if the
          Employer maintains one or more Defined Contribution Plans (including
          any SEP described under Code Section 408(k)) and the Employer has not
          maintained any Defined Benefit Plan that during the Determination
          Period has or has had Accrued Benefits. The Top-Heavy Ratio for this
          Plan alone, or for the Required Aggregation Group or Permissive
          Aggregation Group, as appropriate, is a fraction, the numerator of
          which is the sum of the Account Balances of all Key Employees as of
          the Determination Date(s) and the denominator of which is the sum of
          all Account Balances, both computed in accordance with Code Section
          416 and the regulations thereunder.

          (2) DEFINED CONTRIBUTION PLAN AND DEFINED BENEFIT PLAN. This paragraph
          applies if the Employer maintains one or more Defined Contribution
          Plans (including a SEP described under Code Section 408(k)) and the
          Employer maintains or has maintained one or more Defined Benefit Plans
          which during the Determination Period has or has had any Accrued
          Benefits. The Top-Heavy Ratio for any Required Aggregation Group or
          Permissive Aggregation Group, as appropriate, is a fraction, the
          numerator of which is the sum of Account Balances under the aggregated
          Defined Contribution Plan(s) for all Key Employees, and the Present
          Value of Accrued Benefits under the aggregated Defined Benefit Plan(s)
          for all Key Employees as of the Determination Date(s), and the
          denominator of which is the sum of the Account Balances under the
          aggregated Defined Contribution Plan(s) for all Participants and the
          Present Value of Accrued Benefits under the Defined Benefit Plan(s)
          for all Participants as of the Determination Date(s), all determined
          in accordance with Code Section 416 and the regulations thereunder.
          The accrued benefits under a Defined Benefit Plan in both the
          numerator and denominator of the Top-Heavy Ratio are increased for any
          distributions of an accrued benefit made in the five-year period
          ending on the Determination Date.

          (3) APPLICABLE VALUATION DATES. For purposes of subsections (1) and
          (2) above, the value of Account Balances and the Present Value of
          Accrued Benefits will be determined as of the most recent Valuation
          Date that falls within or ends with the 12-month period ending on the
          Determination Date, except as provided in Code Section 416 and the
          regulations thereunder for the first and second Plan Years of a
          Defined Benefit Plan. 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.

          (4) VALUATION OF BENEFITS. DETERMINING A PARTICIPANT'S ACCOUNT BALANCE
          OR ACCRUED BENEFIT. 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 and the
          regulations thereunder. For purposes of subsections (1) and (2) above,
          the Account Balance and/or Accrued Benefit of each Participant is
          adjusted as provided under subsections (i) and (ii) below.

               (I) INCREASE FOR PRIOR DISTRIBUTIONS. In applying the Top-Heavy
               Ratio, a Participant's Account Balance and/or Accrued Benefit is
               increased for any distributions made from the Plan during the
               Determination Period.

               (II) INCREASE FOR FUTURE CONTRIBUTIONS. Both the numerator and
               denominator of the Top-Heavy Ratio are increased to reflect any
               contribution to a Defined Contribution Plan not actually made as
               of the Determination Date, but which is required to be taken into
               account on that date under Code Section 416 and the regulations
               thereunder.

               (III) EXCLUSION OF CERTAIN BENEFITS. The Account Balance and/or
               Accrued Benefit of a Participant (and any distribution during the
               Determination Period with respect to such Participant's Account
               Balance or Accrued Benefit) is disregarded from the Top-Heavy
               Ratio if: (A) the Participant is a Non-Key Employee who was a Key
               Employee in a prior year, or (B) the Participant has not been
               credited with at least one Hour of Service during the
               Determination Period. 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 and the regulations thereunder.

               (IV) CALCULATION OF ACCRUED BENEFIT. The Accrued Benefit of a
               Participant other than a Key Employee shall be determined under:

                    (A) the method, if any, that uniformly applies for accrual
                    purposes under all Defined Benefit Plans maintained by the
                    Employer; or

                    (B) if there is no such method, as if such benefit accrued
                    not more rapidly than the slowest accrual rate permitted
                    under the fractional rule of Code Section 411(b)(1)(C).

     (I) TOTAL COMPENSATION. For purposes of determining the minimum topheavy
     contribution under 16.2(a), Total Compensation is determined using the
     definition under Section 7.4(f), including the special rule under Section
     7.4(f)(4) for years beginning before January 1, 1998. For this purpose,
     Total Compensation is subject to the Compensation Dollar Limitation as
     defined in Section 22.32.

     (J) VALUATION DATE. The date as of which Account Balances are valued for
     purposes of calculating the Top-Heavy Ratio.


50

<PAGE>

ARTICLE 17 401(K) PLAN PROVISIONS

This Article sets forth the special testing rules applicable to Section 401(k)
Deferrals, Employer Matching Contributions and Employee After-Tax Contributions
that may be made under the 401(k) Agreement and the requirements to qualify as a
Safe Harbor 401(k) Plan. Section 17.1 provides limits on the amount of Elective
Deferrals an Employee may defer into the Plan during a calendar year. Sections
17.2 and 17.3 set forth the rules for running the ADP Test and ACP Test with
respect to contributions under the 401(k) plan and Section 17.4 discusses the
requirements for applying the Multiple Use Test. Section 17.5 prescribes special
testing rules for performing the ADP Test and the ACP Test. Section 17.6 sets
forth the requirements that must be met to qualify as a Safe Harbor 401(k) Plan.
Unless otherwise stated, any reference to the Agreement under this Article 17 is
a reference to the 401(k) Agreement.

17.1 LIMITATION ON THE AMOUNT OF SECTION 401(K) DEFERRALS.

     (A) IN GENERAL. An Eligible Participant's total Section 401(k) Deferrals
     under this Plan, or any other qualified plan of the Employer, for any
     calendar year may not exceed the lesser of:

          (1) the percentage of Included Compensation designated under Part 4A,
          #12 of the Agreement;

          (2) the dollar limitation under Code Section 402(g); or

          (3) the amount permitted under the Annual Additions Limitation
          described in Article 7.

     (B) MAXIMUM DEFERRAL LIMITATION. If the Employer elects to impose a maximum
     deferral limitation under Part 4A, #12 of the Agreement, it must designate
     under Part 4A, #12.a. the period for which such limitation applies.
     Regardless of any limitation designated under Part 4A, #12 of the
     Agreement, the Employer may provide for alternative limitations in the
     Salary Reduction Agreement with respect to designated types of Included
     Compensation, such as bonus payments. If no maximum percentage is
     designated under Part 4A, #12 of the Agreement, the only limit on a
     Participant's Section 401(k) Deferrals under this Plan is the dollar
     limitation under Code Section 402(g) and the Annual Additions Limitation.

     (C) CORRECTION OF CODE SECTION 402(G) VIOLATION. A Participant may not make
     Section 401(k) Deferrals that exceed the dollar limitation under Code
     Section 402(g). The dollar limitation under Code Section 402(g) applicable
     to a Participant's Section 401(k) Deferrals under this Plan is reduced by
     any Elective Deferrals the Participant makes under any other plan
     maintained by the Employer. If a Participant makes Section 401(k) Deferrals
     that exceed the Code Section 402(g) limit, the Employer may correct the
     Code Section 402(g) violation in the following manner.

          (1) SUSPENSION OF SECTION 401(K) DEFERRALS. The Employer may suspend a
          Participant's Section 401(k) Deferrals under the Plan for the
          remainder of the calendar year when the Participant's Section 401(k)
          Deferrals under this Plan, in combination with any Elective Deferrals
          the Participant makes during the calendar year under any other plan
          maintained by the Employer, equal or exceed the dollar limitation
          under Code Section 402(g).

          (2) DISTRIBUTION OF EXCESS DEFERRALS. If a Participant makes Section
          401(k) Deferrals under this Plan during a calendar year which exceed
          the dollar limitation under Code Section 402(g), the Participant will
          receive a corrective distribution from the Plan of the Excess
          Deferrals (plus allocable income) no later than April 15 of the
          following calendar year. The amount which must be distributed as a
          correction of Excess Deferrals for a calendar year equals the amount
          of Elective Deferrals the Participant contributes in excess of the
          dollar limitation under Code Section 402(g) during the calendar year
          to this Plan, and any other plan maintained by the Employer, reduced
          by any corrective distribution of Excess Deferrals the Participant
          receives during the calendar year from this Plan or other plan(s)
          maintained by the Employer. Excess Deferrals that are distributed
          after April 15 are includible in the Participant's gross income in
          both the taxable year in which deferred and the taxable year in which
          distributed.

               (I) ALLOCABLE GAIN OR LOSS. A corrective distribution of Excess
               Deferrals must include any allocable gain or loss for the
               calendar year in which the Excess Deferrals are made. For this
               purpose, allocable gain or loss on Excess Deferrals may be
               determined in any reasonable manner, provided the manner used to
               determine allocable gain or loss is applied uniformly and in a
               manner that is reasonably reflective of the method used by the
               Plan for allocating income to Participants' Accounts.

               (II) COORDINATION WITH OTHER PROVISIONS. A corrective
               distribution of Excess Deferrals made by April 15 of the
               following calendar year may be made without consent of the
               Participant or the Participant's spouse, and without regard to
               any distribution restrictions applicable under Article 8 or
               Article 9. A corrective distribution of Excess Deferrals made by
               the appropriate April 15 also is not treated as a distribution
               for purposes of applying the required minimum distribution rules
               under Article 10.

               (III) COORDINATION WITH CORRECTIVE DISTRIBUTION OF EXCESS
               CONTRIBUTIONS. If a Participant for whom a corrective
               distribution of Excess Deferrals is being made received a
               previous corrective distribution of Excess Contributions to
               correct the ADP Test for the Plan Year beginning with or within
               the calendar year for which the Participant made the Excess
               Deferrals, the previous corrective distribution of Excess
               Contributions is treated first as a corrective distribution of
               Excess Deferrals to the extent necessary to eliminate the Excess
               Deferral violation. The amount of the corrective distribution of
               Excess Contributions which is required to correct the ADP Test
               failure is reduced by the amount treated as a corrective
               distribution of Excess Deferrals.

          (3) CORRECTION OF EXCESS DEFERRALS UNDER PLANS NOT MAINTAINED BY THE
          EMPLOYER. The correction provisions under subsections (1) and (2)
          above apply only if a Participant makes Excess Deferrals under plans
          maintained by the Employer. However, if a Participant has Excess
          Deferrals because the total Elective Deferrals for a calendar year
          under all plans in which he/she participates, including plans that are
          not maintained by the Employer, exceed the dollar limitation under
          Code Section 402(g), the Participant may assign to this Plan any
          portion of the Excess Deferrals made during the calendar year. The
          Participant must notify the Plan Administrator in writing on or before
          March 1 of the following calendar year of the amount of the Excess
          Deferrals to be assigned to this Plan. Upon receipt of a timely
          notification, the Excess Deferrals assigned to this Plan will be
          distributed (along with any allocable income or loss) to the
          Participant in accordance with the corrective distribution provisions
          under subsection (2) above. A Participant is deemed to notify the Plan
          Administrator of Excess Deferrals to the extent such Excess Deferrals
          arise only under this Plan and any other plan maintained by the
          Employer.

17.2 NONDISCRIMINATION TESTING OF SECTION 401(K) DEFERRALS -- ADP TEST. Except
     as provided under Section 17.6 for Safe Harbor 401(k) Plans, the Section
     401(k) Deferrals made by Highly Compensated Employees must satisfy the
     Actual Deferral Percentage Test ("ADP Test") for each Plan Year. The Plan
     Administrator shall maintain records sufficient to demonstrate satisfaction
     of the ADP Test, including the amount of any QNECs or QMACs included in
     such test, pursuant to subsection (c) below. If the Plan fails the ADP Test
     for any Plan Year, the corrective provisions under subsection (d) below
     will apply.

     (A) ADP TEST TESTING METHODS. For Plan Years beginning on or after January
     1, 1997, the ADP Test will be performed using the Prior Year Testing Method
     or Current Year Testing Method, as selected under Part 4F, #31 of the
     Agreement. If the Employer does not select a testing method under Part 4F,
     #31 of the Agreement, the Plan will use the Current Year Testing Method.
     Unless specifically precluded under statute, regulations or other IRS
     guidance, the Employer may amend the testing method designated under Part
     4F for a particular Plan Year (subject to the requirements under subsection
     (2) below) at any time through the end of the 12-month period following the
     Plan Year for which the amendment is effective. (For Plan Years beginning
     before January 1, 1997, the Current Year Testing Method is deemed to have
     been in effect.)

          (1) PRIOR YEAR TESTING METHOD. Under the Prior Year Testing Method,
          the Average Deferral Percentage ("ADP") of the Highly Compensated
          Employee Group (as defined in Section 17.7(e)) for the current Plan
          Year is compared with the ADP of the Nonhighly Compensated Employee
          Group (as defined in Section 17.7(f)) for the prior Plan Year. If the
          Employer elects to use the Prior Year Testing Method under Part 4F of
          the Agreement, the Plan must satisfy one of the following tests for
          each Plan Year:

               (i) The ADP of the Highly Compensated Employee Group for the
               current Plan Year shall not exceed 1.25 times the ADP of the
               Nonhighly Compensated Employee Group for the prior Plan Year.

               (ii) The ADP of the Highly Compensated Employee Group for the
               current Plan Year shall not exceed the percentage (whichever is
               less) determined by (A) adding 2 percentage points to the ADP of
               the Nonhighly Compensated Employee Group for the prior Plan Year
               or (B) multiplying the ADP of the Nonhighly Compensated Employee
               Group for the prior Plan Year by 2.

          (2) CURRENT YEAR TESTING METHOD. Under the Current Year Testing
          Method, the ADP of the Highly Compensated Employee Group for the
          current Plan Year is compared to the ADP of the Nonhighly Compensated
          Employee Group for the current Plan Year. If the Employer elects to
          use the Current Year Testing Method under Part 4F of the Agreement,
          the Plan must satisfy the ADP Test, as described in subsection (1)
          above, for each Plan Year, but using the ADP of the Nonhighly
          Compensated Employee Group for the current Plan Year instead of for
          the prior Plan Year. If the Employer elects to use the Current Year
          Testing Method, it may switch to the Prior Year Testing Method only if
          the Plan satisfies the requirements for changing to the Prior Year
          Testing Method as set forth in IRS Notice 98-1 (or superseding
          guidance).


                                                                              51

<PAGE>

     (B) SPECIAL RULE FOR FIRST PLAN YEAR. For the first Plan Year that the Plan
     permits Section 401(k) Deferrals, the Employer may elect under Part 4F,
     #32.a. of the Agreement to apply the ADP Test using the Prior Year Testing
     Method, by assuming the ADP for the Nonhighly Compensated Employee Group is
     3%. Alternatively, the Employer may elect in Part 4F, #32.b. of the
     Agreement to use the Current Year Testing Method using the actual data for
     the Nonhighly Compensated Employee Group in the first Plan Year. This first
     Plan Year rule does not apply if this Plan is a successor to a plan (as
     described in IRS Notice 98-1 or subsequent guidance) that included a 401(k)
     arrangement or the Plan is aggregated for purposes of applying the ADP Test
     with another plan that included a 401(k) arrangement in the prior Plan
     Year. For subsequent Plan Years, the testing method selected under Part 4F,
     #31 will apply.

     (C) USE OF QMACS AND QNECS UNDER THE ADP TEST. The Plan Administrator may
     take into account all or any portion of QMACs and QNECs (see Sections
     17.7(g) and (h)) for purposes of applying the ADP Test. QMACs and QNECs may
     not be included in the ADP Test to the extent such amounts are included in
     the ACP Test for such Plan Year. QMACs and QNECs made to another qualified
     plan maintained by the Employer may also be taken into account, so long as
     the other plan has the same Plan Year as this Plan. To include QNECs under
     the ADP Test, all Employer Nonelective Contributions, including the QNECs,
     must satisfy Code Section 401(a)(4). In addition, the Employer Nonelective
     Contributions, excluding any QNECs used in the ADP Test or ACP Test, must
     also satisfy Code Section 401(a)(4).

          (1) TIMING OF CONTRIBUTIONS. In order to be used in the ADP Test for a
          given Plan Year, QNECs and QMACs must be made before the end of the
          12-month period immediately following the Plan Year for which they are
          allocated. If the Employer is using the Prior Year Testing Method (as
          described in subsection (a)(1) above), QMACs and QNECs taken into
          account for the Nonhighly Compensated Employee Group must be allocated
          for the prior Plan Year, and must be made no later than the end of the
          12-month period immediately following the end of such prior Plan Year.
          (See Section 7.4(a) for rules regarding the appropriate Limitation
          Year for which such contributions will be applied for purposes of the
          Annual Additions Limitation under Code Section 415.)

          (2) DOUBLE-COUNTING LIMITS. This paragraph applies if, in any Plan
          Year beginning after December 31, 1998, the Prior Year Testing Method
          is used to run the ADP Test and, in the prior Plan Year, the Current
          Year Testing Method was used to run the ADP Test. If this paragraph
          applies, the following contributions are disregarded in calculating
          the ADP of the Nonhighly Compensated Employee Group for the prior Plan
          Year:

               (i) All QNECs that were included in either the ADP Test or ACP
               Test for the prior Plan Year.

               (ii) All QMACs, regardless of how used for testing purposes in
               the prior Plan Year.

               (iii) Any Section 401(k) Deferrals that were included in the ACP
               Test for the prior Plan Year.

               For purposes of applying the double-counting limits, if actual
               data of the Nonhighly Compensated Employee Group is used for a
               first Plan Year described in subsection (b) above, the Plan is
               still considered to be using the Prior Year Testing Method for
               that first Plan Year. Thus, the double-counting limits do not
               apply if the Prior Year Testing Method is used for the next Plan
               Year.

          (3) TESTING FLEXIBILITY. The Plan Administrator is expressly granted
          the full flexibility permitted by applicable Treasury regulations to
          determine the amount of QMACs and QNECs used in the ADP Test. QMACs
          and QNECs taken into account under the ADP Test do not have to be
          uniformly determined for each Eligible Participant, and may represent
          all or any portion of the QMACs and QNECs allocated to each Eligible
          Participant, provided the conditions described above are satisfied.

     (D) CORRECTION OF EXCESS CONTRIBUTIONS. If the Plan fails the ADP Test for
     a Plan Year, the Plan Administrator may use any combination of the
     correction methods under this Section to correct the Excess Contributions
     under the Plan. (See Section 17.7(d) for the definition of Excess
     Contributions.)

          (1) CORRECTIVE DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Plan fails
          the ADP Test for a Plan Year, the Plan Administrator may, in its
          discretion, distribute Excess Contributions (including any allocable
          income or loss) no later than the last day of the following Plan Year
          to correct the ADP Test violation. If the Excess Contributions are
          distributed more than 2(1)U2 months after the last day of the Plan
          Year in which such excess amounts arose, a 10-percent excise tax will
          be imposed on the Employer with respect to such amounts.

               (I) AMOUNT TO BE DISTRIBUTED. In determining the amount of Excess
               Contributions to be distributed to a Highly Compensated Employee
               under this Section, Excess Contributions are first allocated
               equally to the Highly Compensated Employee(s) with the largest
               dollar amount of contributions taken into account under the ADP
               Test for the Plan Year in which the excess occurs. The Excess
               Contributions allocated to such Highly Compensated Employee(s)
               reduce the dollar amount of the contributions taken into account
               under the ADP Test for such Highly Compensated Employee(s) until
               all of the Excess Contributions are allocated or until the dollar
               amount of such contributions for the Highly Compensated
               Employee(s) is reduced to the next highest dollar amount of such
               contributions for any other Highly Compensated Employee(s). If
               there are Excess Contributions remaining, the Excess
               Contributions continue to be allocated in this manner until all
               of the Excess Contributions are allocated.

               (II) ALLOCABLE GAIN OR LOSS. A corrective distribution of Excess
               Contributions must include any allocable gain or loss for the
               Plan Year in which the excess occurs. For this purpose, allocable
               gain or loss on Excess Contributions may be determined in any
               reasonable manner, provided the manner used is applied uniformly
               and in a manner that is reasonably reflective of the method used
               by the Plan for allocating income to Participants' Accounts.

               (III) COORDINATION WITH OTHER PROVISIONS. A corrective
               distribution of Excess Contributions made by the end of the Plan
               Year following the Plan Year in which the excess occurs may be
               made without consent of the Participant or the Participant's
               spouse, and without regard to any distribution restrictions
               applicable under Article 8 or Article 9. Excess Contributions are
               treated as Annual Additions for purposes of Code Section 415 even
               if distributed from the Plan. A corrective distribution of Excess
               Contributions is not treated as a distribution for purposes of
               applying the required minimum distribution rules under Article
               10.

               If a Participant has Excess Deferrals for the calendar year
               ending with or within the Plan Year for which the Participant
               receives a corrective distribution of Excess Contributions, the
               corrective distribution of Excess Contributions is treated first
               as a corrective distribution of Excess Deferrals. The amount of
               the corrective distribution of Excess Contributions that must be
               distributed to correct an ADP Test failure for a Plan Year is
               reduced by any amount distributed as a corrective distribution of
               Excess Deferrals for the calendar year ending with or within such
               Plan Year.

               (IV) ACCOUNTING FOR EXCESS CONTRIBUTIONS. Excess Contributions
               are distributed from the following sources and in the following
               priority:

                    (A) Section 401(k) Deferrals that are not matched;

                    (B) proportionately from Section 401(k) Deferrals not
                    distributed under (A) and related QMACs that are included in
                    the ADP Test;

                    (C) QMACs included in the ADP Test that are not distributed
                    under (B); and

                    (D) QNECs included in the ADP Test.

          (2) MAKING QMACS OR QNECS. Regardless of any elections under Part 4B,
          #18 or Part 4C, #22 of the Agreement, the Employer may make additional
          QMACs or QNECs to the Plan on behalf of the Nonhighly Compensated
          Employees in order to correct an ADP Test violation. QMACs or QNECs
          may only be used to correct an ADP Test violation if the Current Year
          Testing Method is selected under Part 4F, #31.b. of the 401(k)
          Agreement. Any QMACs contributed under this subsection (2) which are
          not specifically authorized under Part 4B, #18 of the Agreement will
          be allocated to all Eligible Participants who are Nonhighly
          Compensated Employees as a uniform percentage of Section 401(k)
          Deferrals made during the Plan Year. Any QNECs contributed under this
          subsection (2) which are not specifically authorized under Part 4C,
          #22 of the Agreement will be allocated to all Eligible Participants
          who are Nonhighly Compensated Employees as a uniform percentage of
          Included Compensation. See Sections 2.3(c) and (e), as applicable.

          (3) RECHARACTERIZATION. If Employee After-Tax Contributions are
          permitted under Part 4D of the Agreement, the Plan Administrator, in
          its sole discretion, may permit a Participant to treat any Excess
          Contributions that are allocated to that Participant as if he/she
          received the Excess Contributions as a distribution from the Plan and
          then contributed such amounts to the Plan as Employee After-Tax
          Contributions. Any amounts recharacterized under this subsection (3)
          will be 100% vested at all times. Amounts may not be recharacterized
          by a Highly Compensated Employee to the extent that such amount in
          combination with other Employee After-Tax Contributions made by that
          Participant would exceed any limit on Employee After-Tax Contributions
          under Part 4D of the Agreement.

          Recharacterization must occur no later than 2(1)U2 months after the
          last day of the Plan Year in which such Excess Contributions arise and
          is deemed to occur no earlier than the date the last Highly
          Compensated Employee is informed in writing of the amount
          recharacterized and the consequences thereof. Recharacterized amounts
          will be taxable to the Participant for the Participant's taxable year
          in which the Participant would have received such amounts in cash had
          he/she not deferred such amounts into the Plan.


52

<PAGE>

     (E) ADJUSTMENT OF DEFERRAL RATE FOR HIGHLY COMPENSATED EMPLOYEES. The
     Employer may suspend (or automatically reduce the rate of) Section 401(k)
     Deferrals for the Highly Compensated Employee Group, to the extent
     necessary to satisfy the ADP Test or to reduce the margin of failure. A
     suspension or reduction shall not affect Section 401(k) Deferrals already
     contributed by the Highly Compensated Employees for the Plan Year. As of
     the first day of the subsequent Plan Year, Section 401(k) Deferrals shall
     resume at the levels stated in the Salary Reduction Agreements of the
     Highly Compensated Employees.

17.3 NONDISCRIMINATION TESTING OF EMPLOYER MATCHING CONTRIBUTIONS AND EMPLOYEE
     AFTER-TAX CONTRIBUTIONS -- ACP TEST. Except as provided under Section 17.6
     for Safe Harbor 401(k) Plans, if the Employer elects to provide Employer
     Matching Contributions under Part 4B of the Agreement or to permit Employee
     After-Tax Contributions under Part 4D of the Agreement, the Employer
     Matching Contributions (including QMACs that are not included in the ADP
     Test) and/or Employee After-Tax Contributions made for Highly Compensated
     Employees must satisfy the Actual Contribution Percentage Test ("ACP Test")
     for each Plan Year. The Plan Administrator shall maintain records
     sufficient to demonstrate satisfaction of the ACP Test, including the
     amount of any Section 401(k) Deferrals or QNECs included in such test,
     pursuant to subsection (c) below. If the Plan fails the ACP Test for any
     Plan Year, the correction provisions under subsection (d) below will apply.

     (A) ACP TEST TESTING METHODS. For Plan Years beginning on or after January
     1, 1997, the ACP Test will be performed using the Prior Year Testing Method
     or the Current Year Testing Method, as selected under Part 4F, #31 of the
     Agreement. If the Employer does not select a testing method under Part 4F,
     #31 of the Agreement, the Plan will be deemed to use the Current Year
     Testing Method. For Plan Years beginning before January 1, 1997, the
     Current Year Testing Method is deemed to have been in effect. If the Plan
     is a Safe Harbor 401(k) Plan, as designated under Part 4E of the Agreement,
     the Current Year Testing Method must be selected.

          (1) PRIOR YEAR TESTING METHOD. Under the Prior Year Testing Method,
          the Average Contribution Percentage ("ACP") of the Highly Compensated
          Employee Group (as defined in Section 17.7(e)) for the current Plan
          Year is compared with the ACP of the Nonhighly Compensated Employee
          Group (as defined in Section 17.7(f)) for the prior Plan Year. If the
          Employer elects to use the Prior Year Testing Method under Part 4F of
          the Agreement, the Plan must satisfy one of the following tests for
          each Plan Year:

               (i) The ACP of the Highly Compensated Employee Group for the
               current Plan Year shall not exceed 1.25 times the ACP of the
               Nonhighly Compensated Employee Group for the prior Plan Year.

               (ii) The ACP of the Highly Compensated Employee Group for the
               current Plan Year shall not exceed the percentage (whichever is
               less) determined by (A) adding 2 percentage points to the ACP of
               the Nonhighly Compensated Employee Group for the prior Plan Year
               or (B) multiplying the ACP of the Nonhighly Compensated Employee
               Group for the prior Plan Year by 2.

          (2) CURRENT YEAR TESTING METHOD. Under the Current Year Testing
          Method, the ACP of the Highly Compensated Employee Group for the
          current Plan Year is compared to the ACP of the Nonhighly Compensated
          Employee Group for the current Plan Year. If the Employer elects to
          use the Current Year Testing Method under Part 4F of the Agreement,
          the Plan must satisfy the ACP Test, as described in subsection (1)
          above, for each Plan Year, but using the ACP of the Nonhighly
          Compensated Employee Group for the current Plan Year instead of for
          the prior Plan Year. If the Employer elects to use the Current Year
          Testing Method, it may switch to the Prior Year Testing Method only if
          the Plan satisfies the requirements for changing to the Prior Year
          Testing Method as set forth in IRS Notice 98-1 (or superseding
          guidance).

     (B) SPECIAL RULE FOR FIRST PLAN YEAR. For the first Plan Year that the Plan
     includes either an Employer Matching Contribution formula or permits
     Employee After-Tax Contributions, the Employer may elect under Part 4F,
     #33.a. of the Agreement to apply the ACP Test using the Prior Year Testing
     Method, by assuming the ACP for the Nonhighly Compensated Employee Group is
     3%. Alternatively, the Employer may elect in Part 4F, #33.b. of the
     Agreement to use the Current Year Testing Method using the actual data for
     the Nonhighly Compensated Employee Group in the first Plan Year. This first
     Plan Year rule does not apply if this Plan is a successor to a plan that
     was subject to the ACP Test or if the Plan is aggregated for purposes of
     applying the ACP Test with another plan that was subject to the ACP test in
     the prior Plan Year. For subsequent Plan Years, the testing method selected
     under Part 4F, #31 will apply.

     (C) USE OF SECTION 401(K) DEFERRALS AND QNECS UNDER THE ACP TEST. The Plan
     Administrator may take into account all or any portion of Section 401(k)
     Deferrals and QNECs (see Section 17.7(h)) made to this Plan, or to another
     qualified plan maintained by the Employer, for purposes of applying the ACP
     Test. QNECs may not be included in the ACP Test to the extent such amounts
     are included in the ADP Test for such Plan Year. Section 401(k) Deferrals
     and QNECs made to another qualified plan maintained by the Employer may
     also be taken into account, so long as the other plan has the same Plan
     Year as this Plan. To include Section 401(k) Deferrals under the ACP Test,
     the Plan must satisfy the ADP Test taking into account all Section 401(k)
     Deferrals, including those used under the ACP Test, and taking into account
     only those Section 401(k) Deferrals not included in the ACP Test. To
     include QNECs under the ACP Test, all Employer Nonelective Contributions,
     including the QNECs, must satisfy Code Section 401(a)(4). In addition, the
     Employer Nonelective Contributions, excluding any QNECs used in the ADP
     Test or ACP Test, must also satisfy Code Section 401(a)(4). QNECs may only
     be used to correct an ACP Test violation if the Current Year Testing Method
     is selected under Part 4F, #31.b. of the 401(k) Agreement.

          (1) TIMING OF CONTRIBUTIONS. In order to be used in the ACP Test for a
          given Plan Year, QNECs must be made before the end of the 12-month
          period immediately following the Plan Year for which they are
          allocated. If the Employer is using the Prior Year Testing Method (as
          described in subsection (a)(1) above), QNECs taken into account for
          the Nonhighly Compensated Employee Group must be allocated for the
          prior Plan Year, and must be made no later than the end of the
          12-month period immediately following such Plan Year. (See Section
          7.4(a) for rules regarding the appropriate Limitation Year for which
          such contributions will be applied for purposes of the Annual
          Additions Limitation under Code Section 415.)

          (2) DOUBLE-COUNTING LIMITS. This paragraph applies if, in any Plan
          Year beginning after December 31, 1998, the Prior Year Testing Method
          is used to run the ACP Test and, in the prior Plan Year, the Current
          Year Testing Method was used to run the ACP Test. If this paragraph
          applies, the following contributions are disregarded in calculating
          the ACP of the Nonhighly Compensated Employee Group for the prior Plan
          Year:

               (i) All QNECs that were included in either the ADP Test or ACP
               Test for the prior Plan Year.

               (ii) All Section 401(k) Deferrals, regardless of how used for
               testing purposes in the prior Plan Year.

               (iii) Any QMACs that were included in the ADP Test for the prior
               Plan Year.

               For purposes of applying the double-counting limits, if actual
               data of the Nonhighly Compensated Employee Group is used for a
               first Plan Year described in subsection (b) above, the Plan is
               still considered to be using the Prior Year Testing Method for
               that first Plan Year. Thus, the double-counting limits do not
               apply if the Prior Year Testing Method is used for the next Plan
               Year.

          (3) TESTING FLEXIBILITY. The Plan Administrator is expressly granted
          the full flexibility permitted by applicable Treasury regulations to
          determine the amount of Section 401(k) Deferrals and QNECs used in the
          ACP Test. Section 401(k) Deferrals and QNECs taken into account under
          the ACP Test do not have to be uniformly determined for each Eligible
          Participant, and may represent all or any portion of the Section
          401(k) Deferrals and QNECs allocated to each Eligible Participant,
          provided the conditions described above are satisfied. For Plan Years
          beginning after the first Plan Year.

     (D) CORRECTION OF EXCESS AGGREGATE CONTRIBUTIONS. If the Plan fails the ACP
     Test for a Plan Year, the Plan Administrator may use any combination of the
     correction methods under this Section to correct the Excess Aggregate
     Contributions under the Plan. (See Section 17.7(c) for the definition of
     Excess Aggregate Contributions.)

          (1) CORRECTIVE DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. If the
          Plan fails the ACP Test for a Plan Year, the Plan Administrator may,
          in its discretion, distribute Excess Aggregate Contributions
          (including any allocable income or loss) no later than the last day of
          the following Plan Year to correct the ACP Test violation. Excess
          Aggregate Contributions will be distributed only to the extent they
          are vested under Article 4, determined as of the last day of the Plan
          Year for which the contributions are made to the Plan. To the extent
          Excess Aggregate Contributions are not vested, the Excess Aggregate
          Contributions, plus any income and minus any loss allocable thereto,
          shall be forfeited in accordance with Section 5.3(d)(1). If the Excess
          Aggregate Contributions are distributed more than 2(1)U2 months after
          the last day of the Plan Year in which such excess amounts arose, a
          10-percent excise tax will be imposed on the Employer with respect to
          such amounts.

               (I) AMOUNT TO BE DISTRIBUTED. In determining the amount of Excess
               Aggregate Contributions to be distributed to a Highly Compensated
               Employee under this Section, Excess Aggregate Contributions are
               first allocated equally to the Highly Compensated Employee(s)
               with the largest dollar amount of contributions taken into
               account under the ACP Test for the Plan Year in which the excess
               occurs. The Excess Aggregate Contributions allocated to such
               Highly Compensated Employee(s) reduce the dollar amount of the
               contributions taken into account under the ACP Test for such
               Highly Compensated Employee(s) until all of the Excess Aggregate
               Contributions are allocated or until the dollar amount of such
               contributions for the Highly Compensated Employee(s) is reduced
               to the next highest


                                                                              53

<PAGE>

               dollar amount of such contributions for any other Highly
               Compensated Employee(s). If there are Excess Aggregate
               Contributions remaining, the Excess Aggregate Contributions
               continue to be allocated in this manner until all of the Excess
               Aggregate Contributions are allocated.

               (II) ALLOCABLE GAIN OR LOSS. A corrective distribution of Excess
               Aggregate Contributions must include any allocable gain or loss
               for the Plan Year in which the excess occurs. For this purpose,
               allocable gain or loss on Excess Aggregate Contributions may be
               determined in any reasonable manner, provided the manner used is
               applied uniformly and in a manner that is reasonably reflective
               of the method used by the Plan for allocating income to
               Participants' Accounts.

               (III) COORDINATION WITH OTHER PROVISIONS. A corrective
               distribution of Excess Aggregate Contributions made by the end of
               the Plan Year following the Plan Year in which the excess occurs
               may be made without consent of the Participant or the
               Participant's spouse, and without regard to any distribution
               restrictions applicable under Article 8 or Article 9. Excess
               Aggregate Contributions are treated as Annual Additions for
               purposes of Code Section 415 even if distributed from the Plan. A
               corrective distribution of Excess Aggregate Contributions is not
               treated as a distribution for purposes of applying the required
               minimum distribution rules under Article 10.

               (IV) ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS. Excess
               Aggregate Contributions are distributed from the following
               sources and in the following priority:

                    (A) Employee After-Tax Contributions that are not matched;

                    (B) proportionately from Employee After-Tax Contributions
                    not distributed under (A) and related Employer Matching
                    Contributions that are included in the ACP Test;

                    (C) Employer Matching Contributions included in the ACP Test
                    that are not distributed under (B);

                    (D) Section 401(k) Deferrals included in the ACP Test that
                    are not matched;

                    (E) proportionately from Section 401(k) Deferrals included
                    in the ACP Test that are not distributed under (D) and
                    related Employer Matching Contributions that are included in
                    the ACP Test and not distributed under (B) or (C); and

                    (F) QNECs included in the ACP Test.

          (2) MAKING QMACS OR QNECS. Regardless of any elections under Part 4B,
          #18 or Part 4C, #22 of the Agreement, the Employer may make additional
          QMACs and/or QNECs to the Plan on behalf of the Nonhighly Compensated
          Employees in order to correct an ACP Test violation to the extent such
          amounts are not used in the ADP Test. Any QMACs contributed under this
          subsection (2) which are not specifically authorized under Part 4B,
          #18 of the Agreement will be allocated to all Eligible Participants
          who are Nonhighly Compensated Employees as a uniform percentage of
          Section 401(k) Deferrals made during the Plan Year. Any QNECs
          contributed under this subsection (2) which are not specifically
          authorized under Part 4C, #22 of the Agreement will be allocated to
          all Eligible Participants who are Nonhighly Compensated Employees as a
          uniform percentage of Included Compensation. See Sections 2.3(c) and
          (e), as applicable.

     (E) ADJUSTMENT OF CONTRIBUTION RATE FOR HIGHLY COMPENSATED EMPLOYEES. The
     Employer may suspend (or automatically reduce the rate of) Employee
     After-Tax Contributions for the Highly Compensated Employee Group, to the
     extent necessary to satisfy the ACP Test or to reduce the margin of
     failure. A suspension or reduction shall not affect Employee After-Tax
     Contributions already contributed by the Highly Compensated Employees for
     the Plan Year. As of the first day of the subsequent Plan Year, Employee
     After-Tax Contributions shall resume at the levels elected by the Highly
     Compensated Employees.

17.4 MULTIPLE USE TEST. If both an ADP Test and an ACP Test are run for the Plan
     Year, and the Plan does not pass the 1.25 test under either the ADP Test or
     the ACP Test, the Plan must satisfy a special Multiple Use Test, unless
     such Multiple Use Test is repealed or modified by statute, or other IRS
     guidance.

     (A) AGGREGATE LIMIT. Under the Multiple Use Test, the sum of the ADP and
     the ACP for the Highly Compensated Employee Group may not exceed the Plan's
     Aggregate Limit. For this purpose, the ADP and ACP of the Highly
     Compensated Employees are determined after any corrections required to meet
     the ADP and ACP tests and are deemed to be the maximum permitted under such
     tests for the Plan Year. In applying the Multiple Use Test, the Plan's
     Aggregate Limit is the sum of (1) and (2):

          (1) 1.25 times the greater of: (i) the ADP of the Nonhighly
          Compensated Employee Group or (ii) the ACP of the Nonhighly
          Compensated Employee Group; and

          (2) the lesser of 2 times or 2 plus the lesser of: (i) the ADP of the
          Nonhighly Compensated Employee Group or (ii) the ACP of the Nonhighly
          Compensated Employee Group.

          Alternatively, if it results in a larger amount, the Aggregate Limit
          is the sum of (3) and (4):

          (3) 1.25 times the lesser of: (i) the ADP of the Nonhighly Compensated
          Employee Group or (ii) the ACP of the Nonhighly Compensated Employee
          Group; and

          (4) the lesser of 2 times or 2 plus the greater of: (i) the ADP of the
          Nonhighly Compensated Employee Group or (ii) the ACP of the Nonhighly
          Compensated Employee Group.

          The Aggregate Limit is calculated using the ADP and ACP of the
          Nonhighly Compensated Employee Group that is used in performing the
          ADP Test and ACP Test for the Plan Year. Thus, if the Prior Year
          Testing Method is being used, the Aggregate Limit is calculated by
          using the applicable percentage of the Nonhighly Compensated Employee
          Group for the prior Plan Year. If the Current Year Testing Method is
          being used, the Aggregate Limit is calculated by using the applicable
          percentage of the Nonhighly Compensated Employee Group for the current
          Plan Year.

     (B) CORRECTION OF THE MULTIPLE USE TEST. If the Multiple Use Test is not
     passed, the following corrective action will be taken.

          (1) CORRECTIVE DISTRIBUTIONS. The Plan will make corrective
          distributions (or additional corrective distributions, if corrective
          distributions are already being made to correct a violation of the ADP
          Test or ACP Test), to the extent other corrective action is not taken
          or such other action is not sufficient to completely eliminate the
          Multiple Use Test violation. Such corrective distributions may be
          determined as if they were being made to correct a violation of the
          ADP Test or a violation of the ACP Test, or a combination of both, as
          determined by the Plan Administrator. Any corrective distribution that
          is treated as if it were correcting a violation of the ADP Test will
          be determined under the rules described in Section 17.2(d). Any
          corrective distribution that is treated as if it were correcting a
          violation of the ACP Test will be determined under the rules described
          in Section 17.3(d).

          (2) MAKING QMACS OR QNECS. Regardless of any elections under Part 4B,
          #18 or Part 4C, #22 of the Agreement, the Employer may make additional
          QMACs or QNECs, so that the resulting ADP and/or ACP of the Nonhighly
          Compensated Employee Group is increased to the extent necessary to
          satisfy the Multiple Use Test. Any QMACs contributed under this
          subsection (2) which are not specifically authorized under Part 4B,
          #18 of the Agreement will be allocated to all Eligible Participants
          who are Nonhighly Compensated Employees as a uniform percentage of
          Section 401(k) Deferrals made during the Plan Year. Any QNECs
          contributed under this subsection (2) which are not specifically
          authorized under Part 4C, #22 of the Agreement will be allocated to
          all Eligible Participants who are Nonhighly Compensated Employees as a
          uniform percentage of Included Compensation. See Sections 2.3(c) and
          (e), as applicable.

17.5 SPECIAL TESTING RULES. This Section describes special testing rules that
     apply to the ADP Test or the ACP Test. In some cases, the special testing
     rule is optional, in which case, the election to use such rule is solely
     within the discretion of the Plan Administrator.

     (A) SPECIAL RULE FOR DETERMINING ADP AND ACP OF HIGHLY COMPENSATED EMPLOYEE
     GROUP. When calculating the ADP or ACP of the Highly Compensated Employee
     Group for any Plan Year, a Highly Compensated Employee's Section 401(k)
     Deferrals, Employee After-Tax Contributions and Employer Matching
     Contributions under all qualified plans maintained by the Employer are
     taken into account as if such contributions were made to a single plan. If
     the plans have different Plan Years, the contributions made in all Plan
     Years that end in the same calendar year are aggregated under this
     paragraph. This aggregation rule does not apply to plans that are required
     to be disaggregated under Code Section 410(b).

     (B) AGGREGATION OF PLANS. When calculating the ADP Test and the ACP Test,
     plans that are permissively aggregated for coverage and nondiscrimination
     testing purposes are treated as a single plan. This aggregation rule
     applies to determine the ADP or ACP of both the Highly Compensated Employee
     Group and the Nonhighly Compensated Employee Group. Any adjustments to the
     ADP of the Nonhighly Compensated Employee Group for the prior year will be
     made in accordance with Notice 98-1 and any superseding guidance, unless
     the Employer has elected in Part 4F, #31.b. of the 401(k) Agreement to use
     the Current Year Testing Method. Aggregation described in this paragraph is
     not permitted unless all plans being aggregated have the same Plan Year and
     use the same testing method for the applicable test.

     (C) DISAGGREGATION OF PLANS. (1) PLANS COVERING UNION EMPLOYEES AND
     NON-UNION EMPLOYEES. If the Plan covers Union Employees and non-Union
     Employees, the Plan is mandatorily disaggregated for purposes of applying
     the ADP Test and the ACP Test into two separate plans, one covering the
     Union


54

<PAGE>

     Employees and one covering the non-Union Employees. A separate ADP Test
     must be applied for each disaggregated portion of the Plan in accordance
     with applicable Treasury regulations. A separate ACP Test must be applied
     to the disaggregated portion of the Plan that covers the non-Union
     Employees. The disaggregated portion of the Plan that includes the Union
     Employees is deemed to pass the ACP Test.

          (2) OTHERWISE EXCLUDABLE EMPLOYEES. If the minimum coverage test under
          Code Section 410(b) is performed by disaggregating "otherwise
          excludable Employees" (i.e., Employees who have not satisfied the
          maximum age 21 and one Year of Service eligibility conditions
          permitted under Code Section 410(a)), then the Plan is treated as two
          separate plans, one benefiting the otherwise excludable Employees and
          the other benefiting Employees who have satisfied the maximum age and
          service eligibility conditions. If such disaggregation applies, the
          following operating rules apply to the ADP Test and the ACP Test.

               (i) For Plan Years beginning before January 1, 1999, the ADP Test
               and the ACP Test are applied separately for each disaggregated
               plan. If there are no Highly Compensated Employees benefiting
               under a disaggregated plan, then no ADP Test or ACP Test is
               required for such plan.

               (ii) For Plan Years beginning after December 31, 1998, instead of
               the rule under subsection (i), only the disaggregated plan that
               benefits the Employees who have satisfied the maximum age and
               service eligibility conditions permitted under Code Section
               410(a) is subject to the ADP Test and the ACP Test. However, any
               Highly Compensated Employee who is benefiting under the
               disaggregated plan that includes the otherwise excludable
               Employees is taken into account in such tests. The Employer may
               elect to apply the rule in subsection (i) instead.

          (3) CORRECTIVE ACTION FOR DISAGGREGATED PLANS. Any corrective action
          authorized by this Article may be determined separately with respect
          to each disaggregated portion of the Plan. A corrective action taken
          with respect to a disaggregated portion of the Plan need not be
          consistent with the method of correction (if any) used for another
          disaggregated portion of the Plan. In the case of a Nonstandardized
          Agreement, to the extent the Agreement authorizes the Employer to make
          discretionary QNECs or discretionary QMACs, the Employer is expressly
          permitted to designate such QNECs or QMACs as allocable only to
          Eligible Participants in a particular disaggregated portion of the
          Plan.

     (D) SPECIAL RULES FOR THE PRIOR YEAR TESTING METHOD. If the Plan uses the
     Prior Year Testing Method, and an election made under subsection (b) or (c)
     above is inconsistent with the election made in the prior Plan Year, the
     plan coverage change rules described in IRS Notice 98-1 (or other successor
     guidance) will apply in determining the ADP and ACP for the Nonhighly
     Compensated Employee Group.

17.6 SAFE HARBOR 401(K) PLAN PROVISIONS. For Plan Years beginning after December
     31, 1998, the ADP Test described in Section 17.2 is deemed to be satisfied
     for any Plan Year in which the Plan qualifies as a Safe Harbor 401(k) Plan.
     In addition, if Employer Matching Contributions are made for such Plan
     Year, the ACP Test is deemed satisfied with respect to such contributions
     if the conditions of subsection (c) below are satisfied. To qualify as a
     Safe Harbor 401(k) Plan, the requirements under this Section 17.6 must be
     satisfied for the entire Plan Year. This Section contains the rules that
     must be met for the Plan to qualify as a Safe Harbor 401(k) Plan.

     Part 4E of the Agreement allows the Employer to designate the manner in
     which it will comply with the safe harbor requirements. If the Employer
     wishes to designate the Plan as a Safe Harbor 401(k) Plan, it should
     complete Part 4E of the Agreement. The safe harbor provisions described in
     this Section are not applicable unless the Plan is identified as a Safe
     Harbor 401(k) Plan under Part 4E. The election under Part 4E to be a Safe
     Harbor 401(k) Plan is effective for all Plan Years beginning with the
     Effective Date of the Plan (or January 1, 1999, if later) unless the
     Employer elects otherwise under Appendix B-5.b. of the Agreement. In
     addition, to qualify as a Safe Harbor 401(k) Plan, the Current Year Testing
     Method (as described in Section 17.3(a)(2)) must be elected under Part 4F,
     #31 of the Agreement. (See Section 20.7 for rules regarding the application
     of the Safe Harbor 401(k) Plan provisions for Plan Years beginning before
     the date this Plan is adopted.)

     (A) SAFE HARBOR CONDITIONS. To qualify as a Safe Harbor 401(k) Plan, the
     Plan must satisfy the requirements under subsections (1), (2), (3) and (4)
     below.

          (1) SAFE HARBOR CONTRIBUTION. The Employer must provide a Safe Harbor
          Matching Contribution or a Safe Harbor Nonelective Contribution under
          the Plan. The Employer must designate the type and amount of the Safe
          Harbor Contribution under Part 4E of the Agreement. The Safe Harbor
          Contribution must be made to the Plan no later than 12 months
          following the close of the Plan Year for which it is being used to
          qualify the Plan as a Safe Harbor 401(k) Plan.

          The Employer may elect under Part 4E, #30 of the Agreement to provide
          the Safe Harbor Contribution to all Eligible Participants or only to
          Eligible Participants who are Nonhighly Compensated Employees.

          Alternatively, the Employer may elect under Part 4E, #30.c. to provide
          the Safe Harbor Contribution to all Nonhighly Compensated Employees
          who are Eligible Participants and all Highly Compensated Employees who
          are Eligible Participants but who are not Key Employees. This permits
          a Plan providing the Safe Harbor Nonelective Contribution to use such
          amounts to satisfy the top-heavy minimum contribution requirements
          under Article 16.

          In determining who is an Eligible Participant for purposes of the Safe
          Harbor Contribution, the eligibility conditions applicable to Section
          401(k) Deferrals under Part 1, #5 of the Agreement apply. However, the
          Employer may elect under Part 4E, #30.d. to apply a one Year of
          Service (as defined in Section 1.4(b)) and an age 21 eligibility
          condition for the Safe Harbor Contribution, regardless of the
          eligibility conditions selected for Section 401(k) Deferrals under
          Part 1, #5 of the Agreement. Unless elected otherwise under Part 2,
          #8.f., column (1) of the Nonstandardized Agreement, the special
          eligibility rule under Part 4E, #30.d. will be applied as if the
          Employer elected under Part 2, #7.a., column (1) and Part 2, #8.a.,
          column (1) of the Agreement to use semi-annual Entry Dates following
          completion of the minimum age and service conditions. If different
          eligibility conditions are selected for the Safe Harbor Contribution,
          additional testing requirements may apply in accordance with IRS
          Notice 2000-3.

               (I) SAFE HARBOR MATCHING CONTRIBUTION. The Employer may elect
               under Part 4E, #27 of the Agreement to make the Safe Harbor
               Matching Contribution with respect to each Eligible Participant's
               applicable contributions. For this purpose, an Eligible
               Participant's applicable contributions are the total Section
               401(k) Deferrals and Employee After-Tax Contributions the
               Eligible Participant makes under the Plan. However, the Employer
               may elect under Part 4E, #27.d. to exclude Employee After-Tax
               Contributions from the definition of applicable contributions for
               purposes of applying the Safe Harbor Matching Contribution
               formula.

               The Safe Harbor Matching Contribution may be made under a basic
               formula or an enhanced formula. The basic formula under Part 4E,
               #27.a. provides an Employer Matching Contribution that equals:

                    (A) 100% of the amount of a Participant's applicable
                    contributions that do not exceed 3% of the Participant's
                    Included Compensation, plus

                    (B) 50% of the amount of a Participant's applicable
                    contributions that exceed 3%, but do not exceed 5%, of the
                    Participant's Included Compensation.

                    The enhanced formula under Part 4E, #27.b. provides an
                    Employer Matching Contribution that is not less, at each
                    level of applicable contributions, than the amount required
                    under the basic formula. Under the enhanced formula, the
                    rate of Employer Matching Contributions may not increase as
                    an Employee's rate of applicable contributions increase.

                    The Plan will not fail to be a Safe Harbor 401(k) Plan
                    merely because Highly Compensated Employees also receive a
                    contribution under the Plan. However, an Employer Matching
                    Contribution will not satisfy this Section if any Highly
                    Compensated Employee is eligible for a higher rate of
                    Employer Matching Contribution than is provided for any
                    Nonhighly Compensated Employee who has the same rate of
                    applicable contributions.

                    In applying the Safe Harbor Matching Contribution formula
                    under Part 4E, #27 of the Agreement, the Employer may elect
                    under Part 4E, #27.c.(1) to determine the Safe Harbor
                    Matching Contribution on the basis of all applicable
                    contributions a Participant makes during the Plan Year.
                    Alternatively, the Employer may elect under Part 4E,
                    #27.c.(2) - (4) to determine the Safe Harbor Matching
                    Contribution on a payroll, monthly or quarterly basis. If
                    the Employer elects to use a period other than the Plan
                    Year, the Safe Harbor Matching Contribution with respect to
                    a payroll period must be deposited into the Plan by the last
                    day of the Plan Year quarter following the Plan Year quarter
                    for which the applicable contributions are made.

                    In addition to the Safe Harbor Matching Contribution, an
                    Employer may elect under Part 4B of the Agreement to make
                    Employer Matching Contributions that are subject to the
                    normal vesting schedule and distribution rules applicable to
                    Employer Matching Contributions. See subsection (c) below
                    for a discussion of the effect of such additional Employer
                    Matching Contributions on the ACP Test.

                    The Employer may amend the Plan during the Plan Year to
                    reduce or eliminate the Safe Harbor Matching Contribution
                    elected under Part 4E, #27 of the Agreement, provided a
                    supplemental notice is given to all Eligible Participants
                    explaining the consequences and effective date of the
                    amendment, and that such Eligible Participants have a


                                                                              55

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                    reasonable opportunity (including a reasonable period) to
                    change their Section 401(k) Deferral and/or Employee
                    After-Tax Contribution elections, as applicable. The
                    amendment reducing or eliminating the Safe Harbor Matching
                    Contribution must be effective no earlier than the later of:
                    (A) 30 days after Eligible Participants are given the
                    supplemental notice or (B) the date the amendment is
                    adopted. Eligible Participants must be given a reasonable
                    opportunity (and reasonable period) prior to the reduction
                    or elimination of the Safe Harbor Matching Contribution to
                    change their Section 401(k) Deferral or Employee After-Tax
                    Contribution elections, as applicable. If the Employer
                    amends the Plan to reduce or eliminate the Safe Harbor
                    Matching Contribution, the Plan is subject to the ADP Test
                    and ACP Test for the entire Plan Year.

               (II) SAFE HARBOR NONELECTIVE CONTRIBUTION. The Employer may elect
               under Part 4E, #28 of the Agreement to make a Safe Harbor
               Nonelective Contribution of at least 3% percent of Included
               Compensation. The Employer may elect under Part 4E, #28.b. to
               retain discretion to increase the amount of the Safe Harbor
               Nonelective Contribution in excess of the percentage designated
               under Part 4E, #28. In addition, the Employer may provide for
               additional discretionary Employer Nonelective Contributions under
               Part 4C of the Agreement (in addition to the Safe Harbor
               Contribution under this Section) which are subject to the normal
               vesting schedule and distribution rules applicable to Employer
               Nonelective Contributions.

                    (A) SUPPLEMENTAL NOTICE. The Employer may elect under Part
                    4E, #28.a. of the Agreement to provide the Safe Harbor
                    Nonelective Contribution authorized under Part 4E, #28 only
                    if the Employer provides a supplemental notice to
                    Participants indicating its intention to provide such Safe
                    Harbor Nonelective Contribution. If Part 4E, #28.a. is
                    selected, to qualify as a Safe Harbor 401(k) Plan under Part
                    4E, the Employer must notify its Eligible Employees in the
                    annual notice described in subsection (4) below that the
                    Employer may provide the Safe Harbor Nonelective
                    Contribution authorized under Part 4E, #28 of the Agreement
                    and that a supplemental notice will be provided at least 30
                    days prior to the last day of the Plan Year if the Employer
                    decides to make the Safe Harbor Nonelective Contribution.
                    The supplemental notice indicating the Employer's intention
                    to make the Safe Harbor Nonelective Contribution must be
                    provided no later than 30 days prior to the last day of the
                    Plan Year for the Plan to qualify as a Safe Harbor 401(k)
                    Plan. If the Employer selects Part 4E, #28.a. of the
                    Agreement but does not provide the supplemental notice in
                    accordance with this paragraph, the Employer is not
                    obligated to make such contribution and the Plan does not
                    qualify as a Safe Harbor 401(k) Plan. The Plan will qualify
                    as a Safe Harbor 401(k) Plan for subsequent Plan Years if
                    the appropriate notices are provided for such years.

                    (B) SEPARATE PLAN. The Employer may elect under Part 4E,
                    #28.c. of the Agreement to provide the Employer Nonelective
                    Contribution under another Defined Contribution Plan
                    maintained by the Employer. The Employer Nonelective
                    Contribution under such other plan must satisfy the
                    conditions under this Section 17.6 for this Plan to qualify
                    as a Safe Harbor 401(k) Plan. Under the Standardized
                    Agreement, the other plan designated under Part 4E, #28.c.
                    must be a Paired Plan as defined in Section 22.132.

                         (I) PROFIT SHARING PLAN AGREEMENT. If the Plan
                         designated under Part 4E, #28.c. is a profit sharing
                         plan Agreement under this Prototype Plan, the Employer
                         must select Part 4, #12.f. under the profit sharing
                         plan Nonstandardized Agreement or Part 4, #12.e. under
                         the profit sharing plan Standardized Agreement, as
                         applicable. The Employer may elect to provide other
                         Employer Contributions under Part 4, #12 of the profit
                         sharing plan Agreement; however, the first amounts
                         allocated under the profit sharing plan Agreement will
                         be the Safe Harbor Nonelective Contribution required
                         under the 401(k) plan Agreement. Any Employer
                         Contributions designated under Part 4, #12 of the
                         profit sharing plan Agreement are in addition to the
                         Safe Harbor Contribution required under the 401(k) plan
                         Agreement. (If the only Employer Contribution to be
                         made under the profit sharing plan Agreement is the
                         Safe Harbor Nonelective Contribution, no other
                         selection need be completed under Part 4 of the profit
                         sharing plan Agreement (other than Part 4, #12.f. of
                         the Nonstandardized Agreement or Part 4, #12.e. of the
                         Standardized Agreement, as applicable).)

                         If the Employer elects to provide the Safe Harbor
                         Nonelective Contribution under the profit sharing plan
                         Agreement, the Employer must select either the Pro Rata
                         Allocation Method under Part 4, #13.a. or the Permitted
                         Disparity Method under Part 4, #13.b. of the profit
                         sharing plan Agreement. If the Employer elects the Pro
                         Rata Allocation Method, the first amounts allocated
                         under the Pro Rata Allocation Method will be deemed to
                         be the Safe Harbor Nonelective Contribution as required
                         under the 401(k) plan Agreement. To the extent required
                         under the 401(k) plan Agreement, such amounts are
                         subject to the conditions for Safe Harbor Nonelective
                         Contributions described in subsections (2) - (4) below,
                         without regard to any contrary elections under the
                         Agreement.

                         If the Employer elects the Permitted Disparity Method,
                         the Safe Harbor Nonelective Contribution required under
                         the 401(k) plan Agreement will be allocated before
                         applying the Permitted Disparity Method of allocation.
                         To the extent required under the 401(k) plan Agreement,
                         such amounts are subject to the conditions for Safe
                         Harbor Nonelective Contributions described in
                         subsections (2) - (4) below without regard to any
                         contrary elections under the Agreement. If additional
                         amounts are contributed under the profit sharing plan
                         Agreement, such amounts will be allocated under the
                         Permitted Disparity Method. The Safe Harbor Nonelective
                         Contribution may not be taken into account in applying
                         the Permitted Disparity Method of allocation.

                         (II) MONEY PURCHASE PLAN AGREEMENT. If the Plan
                         designated under Part 4E, #28.c. is a money purchase
                         plan Agreement under this Prototype Plan, the Employer
                         must select Part 4, #12.f. under the money purchase
                         plan Nonstandardized Agreement or Part 4, #12.d. under
                         the money purchase plan Standardized Agreement, as
                         applicable. The Employer may elect to provide other
                         Employer Contributions under Part 4, #12 of the money
                         purchase plan Agreement; however, the first amounts
                         allocated under the money purchase plan Agreement will
                         be the Safe Harbor Nonelective Contribution required
                         under the 401(k) plan Agreement. Any Employer
                         Contributions designated under Part 4, #12 of the money
                         purchase plan Agreement are in addition to the Safe
                         Harbor Contribution. (If the only Employer Contribution
                         to be made under the money purchase plan Agreement is
                         the Safe Harbor Nonelective Contribution, no other need
                         be completed under Part 4 of the money purchase plan
                         Agreement (other than Part 4, #12.f. of the
                         Nonstandardized Agreement or Part 4, #12.d. of the
                         Standardized Agreement, as applicable).)

                         If the Employer elects to make a Safe Harbor
                         Contribution under the money purchase plan Agreement,
                         the first amounts allocated under the Plan will be
                         deemed to be the Safe Harbor Nonelective Contribution
                         as required under the 401(k) plan Agreement. Such
                         amounts will be allocated equally to all Eligible
                         Participants as defined under the 401(k) plan
                         Agreement. To the extent required under the 401(k) plan
                         Agreement, such amounts are subject to the conditions
                         for Safe Harbor Nonelective Contributions described in
                         subsections (2) - (4) below, without regard to any
                         contrary elections under the Agreement. If the Employer
                         elects the Permitted Disparity Method of contribution,
                         the Safe Harbor Nonelective Contribution required under
                         the 401(k) plan Agreement will be allocated before
                         applying the Permitted Disparity Method. The Safe
                         Harbor Nonelective Contribution may not be taken into
                         account in applying the Permitted Disparity Method of
                         contribution.

                    (C) ELIMINATION OF SAFE HARBOR NONELECTIVE CONTRIBUTION. The
                    Employer may amend the Plan during the Plan Year to reduce
                    or eliminate the Safe Harbor Nonelective Contribution
                    elected under Part 4E of the Agreement. The Employer must
                    notify all Eligible Participants of the amendment and must
                    provide each Eligible Participant with a reasonable
                    opportunity (including a reasonable period) to change their
                    Section 401(k) Deferral and/or Employee After-Tax
                    Contribution elections, as applicable. The amendment
                    reducing or eliminating the Safe Harbor Nonelective
                    Contribution must be effective no earlier than the later of:
                    (A) 30 days after Eligible Participants are notified of the
                    amendment or (B) the date the amendment is adopted. If the
                    Employer reduces or eliminates the Safe Harbor Nonelective
                    Contribution during the Plan Year, the Plan is subject to
                    the ADP Test (and ACP Test, if applicable) for the entire
                    Plan Year.

               (2) FULL AND IMMEDIATE VESTING. The Safe Harbor Contribution
               under subsection (1) above must be 100% vested, regardless of the
               Employee's length of service, at the time the contribution is
               made to the Plan. Any additional amounts contributed under the
               Plan may be subject to a vesting schedule.


56

<PAGE>

          (3) DISTRIBUTION RESTRICTIONS. Distributions of the Safe Harbor
          Contribution under subsection (1) must be restricted in the same
          manner as Section 401(k) Deferrals under Article 8, except that such
          contributions may not be distributed upon Hardship. See Section
          8.6(c).

          (4) ANNUAL NOTICE. Each Eligible Participant under the Plan must
          receive a written notice describing the Participant's rights and
          obligations under the Plan, including a description of: (i) the Safe
          Harbor Contribution formula being used under the Plan; (ii) any other
          contributions under the Plan; (iii) the plan to which the Safe Harbor
          Contributions will be made (if different from this Plan); (iv) the
          type and amount of Included Compensation that may be deferred under
          the Plan; (v) the administrative requirements for making and changing
          Section 401(k) Deferral elections; and (vi) the withdrawal and vesting
          provisions under the Plan. For any Plan Year that began in 1999, the
          notice requirements described in this paragraph are deemed satisfied
          if the notice provided satisfied a reasonable, good faith
          interpretation of the notice requirements under Code Section
          401(k)(12). (See subsection (1)(ii) above for a special supplemental
          notice that may need to be provided to qualify as a Safe Harbor 401(k)
          Plan.)

          Each Eligible Participant must receive the annual notice within a
          reasonable period before the beginning of the Plan Year (or within a
          reasonable period before an Employee becomes an Eligible Participant,
          if later). For this purpose, an Employee will be deemed to have
          received the notice in a timely manner if the Employee receives such
          notice at least 30 days and no more than 90 days before the beginning
          of the Plan Year. For an Employee who becomes an Eligible Participant
          during a Plan Year, the notice will be deemed timely if it is provided
          no more than 90 days prior to the date the Employee becomes an
          Eligible Participant. For Plan Years that began on or before April 1,
          1999, the notice requirement under this subsection will be satisfied
          if the notice was provided by March 1, 1999. If an Employer first
          designates the Plan as a Safe Harbor 401(k) Plan for a Plan Year that
          begins on or after January 1, 2000 and on or before June 1, 2000, the
          notice requirement under this subsection will be satisfied if the
          notice was provided by May 1, 2000.

     (B) DEEMED COMPLIANCE WITH ADP TEST. If the Plan satisfies all the
     conditions under subsection (a) above to qualify as a Safe Harbor 401(k)
     Plan, the Plan is deemed to satisfy the ADP Test for the Plan Year. This
     Plan will not be deemed to satisfy the ADP Test for a Plan Year if an
     Eligible Participant is covered under another Safe Harbor 401(k) Plan
     maintained by the Employer which uses the provisions under this Section to
     comply with the ADP Test.

     (C) DEEMED COMPLIANCE WITH ACP TEST. If the Plan satisfies all the
     conditions under subsection (a) above to qualify as a Safe Harbor 401(k)
     Plan, the Plan is deemed to satisfy the ACP Test for the Plan Year with
     respect to Employer Matching Contributions (including Employer Matching
     Contributions that are not used to qualify as a Safe Harbor 401(k) Plan),
     provided the following conditions are satisfied. If the Plan does not
     satisfy the requirements under this subsection (c) for a Plan Year, the
     Plan must satisfy the ACP Test for such Plan Year in accordance with
     subsection (d) below.

          (1) ONLY EMPLOYER MATCHING CONTRIBUTIONS ARE SAFE HARBOR MATCHING
          CONTRIBUTIONS UNDER BASIC FORMULA. If the only Employer Matching
          Contribution formula provided under the Plan is a basic safe harbor
          formula under Part 4E, #27.a. of the Agreement, the Plan is deemed to
          satisfy the ACP Test, without regard to the conditions under
          subsections (2) - (5) below.

          (2) LIMIT ON CONTRIBUTIONS ELIGIBLE FOR EMPLOYER MATCHING
          CONTRIBUTIONS. If Employer Matching Contributions are provided (other
          than just Employer Matching Contributions under a basic safe harbor
          formula) the total Employer Matching Contributions provided under the
          Plan (whether or not such Employer Matching Contributions are provided
          under a Safe Harbor Matching Contribution formula) must not apply to
          any Section 401(k) Deferrals or Employee After-Tax Contributions that
          exceed 6% of Included Compensation. If an Employer Matching
          Contribution formula applies to both Section 401(k) Deferrals and
          Employee After-Tax Contributions, then the sum of such contributions
          that exceed 6% of Included Compensation must be disregarded under the
          formula.

          (3) LIMIT ON DISCRETIONARY EMPLOYER MATCHING CONTRIBUTIONS. For Plan
          Years beginning after December 31, 1999, the Plan will not satisfy the
          ACP Safe Harbor if the Employer elects to provide discretionary
          Employer Matching Contributions in addition to the Safe Harbor
          Matching Contribution, unless the Employer limits the aggregate amount
          of such discretionary Employer Matching Contributions under Part 4B,
          #16.b. to no more than 4 percent of the Employee's Included
          Compensation.

          (4) RATE OF EMPLOYER MATCHING CONTRIBUTION MAY NOT INCREASE. The
          Employer Matching Contribution formula may not provide a higher rate
          of match at higher levels of Section 401(k) Deferrals or Employee
          After-Tax Contributions.

          (5) LIMIT ON EMPLOYER MATCHING CONTRIBUTIONS FOR HIGHLY COMPENSATED
          EMPLOYEES. The Employer Matching Contributions made for any Highly
          Compensated Employee at any rate of Section 401(k) Deferrals and/or
          Employee After-Tax Contributions cannot be greater than the Employer
          Matching Contributions provided for any Nonhighly Compensated Employee
          at the same rate of Section 401(k) Deferrals and/or Employee After-Tax
          Contributions.

          (6) EMPLOYEE AFTER-TAX CONTRIBUTIONS. If the Plan permits Employee
          After-Tax Contributions, such contributions must satisfy the ACP Test,
          regardless of whether the Employer Matching Contributions under the
          Plan are deemed to satisfy the ACP Test under this subsection (c). The
          ACP Test must be performed in accordance with subsection (d) below.

     (D) RULES FOR APPLYING THE ACP TEST. If the ACP Test must be performed
     under a Safe Harbor 401(k) Plan, either because there are Employee AfterTax
     Contributions, or because the Employer Matching Contributions do not
     satisfy the conditions described in subsection (c) above, the Current Year
     Testing Method must be used to perform such test, even if the Agreement
     specifies that the Prior Year Testing Method applies. In addition, the
     testing rules provided in IRS Notice 98-52 (or any successor guidance) are
     applicable in applying the ACP Test.

     (E) AGGREGATED PLANS. If the Plan is aggregated with another plan under
     Section 17.5(a) or (b), then the Plan is not a Safe Harbor 401(k) Plan
     unless the conditions of this Section are satisfied on an aggregated basis.

     (F) FIRST YEAR OF PLAN. To qualify as a Safe Harbor 401(k) Plan, the Plan
     Year must be a 12-month period, except for the first year of the Plan, in
     which case the Plan may have a short Plan Year. In no case may the Plan
     have a short Plan Year of less than three months.

     If the Plan has an initial Plan Year that is less than 12 months, for
     purposes of applying the Annual Additions Limitation under Article 7, the
     Limitation Year will be the 12-month period ending on the last day of the
     short Plan Year. Thus, no proration of the Defined Contribution Dollar
     Limitation will be required. (See Section 7.4(e).) In addition, the
     Employer's Included Compensation will be determined for the 12-month period
     ending on the last day of the short Plan Year.

17.7 DEFINITIONS. The following definitions apply for purposes of applying the
     provisions of this Article 17.

     (A) ACP -- AVERAGE CONTRIBUTION PERCENTAGE. The ACP for a group is the
     average of the contribution percentages calculated separately for each
     Eligible Participant in the group. An Eligible Participant's contribution
     percentage is the ratio of the contributions made on behalf of the
     Participant that are included under the ACP Test, expressed as a percentage
     of the Participant's Testing Compensation for the Plan Year. For this
     purpose, the contributions included under the ACP Test are the sum of the
     Employee After-Tax Contributions, Employer Matching Contributions and QMACs
     (to the extent not taken into account for purposes of the ADP test) made
     under the Plan on behalf of the Participant for the Plan Year. The ACP may
     also include other contributions as provided in Section 17.3(c), if
     applicable.

     (B) ADP -- AVERAGE DEFERRAL PERCENTAGE. The ADP for a group is the average
     of the deferral percentages calculated separately for each Eligible
     Participant in the group. A Participant's deferral percentage is the ratio
     of the Participant's deferral contributions expressed as a percentage of
     the Participant's Testing Compensation for the Plan Year. For this purpose,
     a Participant's deferral contributions include any Section 401(k) Deferrals
     made pursuant to the Participant's deferral election, including Excess
     Deferrals of Highly Compensated Employees (but excluding Excess Deferrals
     of Nonhighly Compensated Employees). The ADP may also include other
     contributions as provided in Section 17.2(c), if applicable.

     In determining a Participant's deferral percentage for the Plan Year, a
     deferral contribution may be taken into account only if such contribution
     is allocated to the Participant's Account as of a date within the Plan
     Year. For this purpose, a deferral contribution may only be allocated to a
     Participant's Account within a particular Plan Year if the deferral
     contribution is actually paid to the Trust no later than the end of the
     12-month period immediately following that Plan Year and the deferral
     contribution relates to Included Compensation that (1) would otherwise have
     been received by the Participant in that Plan Year or (2) is attributable
     to services performed in that Plan Year and would otherwise have been
     received by the Participant within 2(1)U2 months after the close of that
     Plan Year. No formal election need be made by the Employer to use the
     2(1)U2-month rule described in the preceding sentence. However, deferral
     contributions may only be taken into account for a single Plan Year.

     (C) EXCESS AGGREGATE CONTRIBUTIONS. Excess Aggregate Contributions for a
     Plan Year are the amounts contributed on behalf of the Highly Compensated
     Employees that exceed the maximum amount permitted under the ACP Test for
     such Plan Year. The total dollar amount of Excess Aggregate Contributions
     for a Plan Year is determined by calculating the amount that would have to
     be distributed to the Highly Compensated Employees if the distributions
     were made first to the Highly Compensated Employee(s) with the highest
     contribution percentage until either:

          (1) the adjusted ACP for the Highly Compensated Employee Group would
          reach a percentage that satisfies the ACP Test, or


                                                                              57

<PAGE>

          (2) the contribution percentage of the Highly Compensated Employee(s)
          with the next highest contribution percentage would be reached.

          This process is repeated until the adjusted ACP for the Highly
          Compensated Employee Group would satisfy the ACP Test. The total
          dollar amount so determined is then divided among the Highly
          Compensated Employee Group in the manner described in Section
          17.3(d)(1) to determine the actual corrective distributions to be
          made.

     (D) EXCESS CONTRIBUTIONS. Excess Contributions for a Plan Year are the
     amounts taken into account in computing the ADP of the Highly Compensated
     Employees that exceed the maximum amount permitted under the ADP Test for
     such Plan Year. The total dollar amount of Excess Contributions for a Plan
     Year is determined by calculating the amount that would have to be
     distributed to the Highly Compensated Employees if the distributions were
     made first to the Highly Compensated Employee(s) with the highest deferral
     percentage until either:

          (1) the adjusted ADP for the Highly Compensated Employee Group would
          reach a percentage that satisfies the ADP Test, or

          (2) the deferral percentage of the Highly Compensated Employee(s) with
          the next highest deferral percentage would be reached.

          This process is repeated until the adjusted ADP for the Highly
          Compensated Employee Group would satisfy the ADP test. The total
          dollar amount so determined is then divided among the Highly
          Compensated Employee Group in the manner described in Section
          17.2(d)(1) to determine the actual corrective distributions to be
          made.

     (E) HIGHLY COMPENSATED EMPLOYEE GROUP. The Highly Compensated Employee
     Group is the group of Eligible Participants who are Highly Compensated
     Employees for the current Plan Year. An Employee who makes a one-time
     irrevocable election not to participate in accordance with Section 1.10 (if
     authorized under Part 13, #75 of the Nonstandardized Agreement) will not be
     treated as an Eligible Participant.

     (F) NONHIGHLY COMPENSATED EMPLOYEE GROUP. The Nonhighly Compensated
     Employee Group is the group of Eligible Participants who are Nonhighly
     Compensated Employees for the applicable Plan Year. If the Prior Year
     Testing Method is selected under Part 4F of the Agreement, the Nonhighly
     Compensated Employee Group is the group of Eligible Participants in the
     prior Plan Year who were Nonhighly Compensated Employees for that year. If
     the Current Year Testing Method is selected under Part 4F of the Agreement,
     the Nonhighly Compensated Employee Group is the group of Eligible
     Participants who are Nonhighly Compensated Employees for the current Plan
     Year. An Employee who makes a one-time irrevocable election not to
     participate in accordance with Section 1.10 (if authorized under Part 13,
     #75 of the Nonstandardized Agreement) will not be treated as an Eligible
     Participant.

     (G) QMACS -- QUALIFIED MATCHING CONTRIBUTIONS. To the extent authorized
     under Part 4B, #18 of the Agreement, QMACs are Employer Matching
     Contributions which are 100% vested when contributed to the Plan and are
     subject to the distribution restrictions applicable to Section 401(k)
     Deferrals under Article 8, except that no portion of a Participant's QMAC
     Account may be distributed from the Plan on account of Hardship. See
     Section 8.6(c).

     (H) QNECS -- QUALIFIED NONELECTIVE CONTRIBUTIONS. To the extent authorized
     under Part 4C, #22 of the Agreement, QNECs are Employer Nonelective
     Contributions which are 100% vested when contributed to the Plan and are
     subject to the distribution restrictions applicable to Section 401(k)
     Deferrals under Article 8, except that no portion of a Participant's QNEC
     Account may be distributed from the Plan on account of Hardship. See
     Section 8.6(c).

     (I) TESTING COMPENSATION. In determining the Testing Compensation used for
     purposes of applying the ADP Test, the ACP Test and the Multiple Use Test,
     the Plan Administrator is not bound by any elections made under Part 3 of
     the Agreement with respect to Total Compensation or Included Compensation
     under the Plan. The Plan Administrator may determine on an annual basis
     (and within its discretion) the components of Testing Compensation for
     purposes of applying the ADP Test, the ACP Test and the Multiple Use Test.
     Testing Compensation must qualify as a nondiscriminatory definition of
     compensation under Code Section 414(s) and the regulations thereunder and
     must be applied consistently to all Participants. Testing Compensation may
     be determined over the Plan Year for which the applicable test is being
     performed or the calendar year ending within such Plan Year. In determining
     Testing Compensation, the Plan Administrator may take into consideration
     only the compensation received while the Employee is an Eligible
     Participant under the component of the Plan being tested. In no event may
     Testing Compensation for any Participant exceed the Compensation Dollar
     Limitation defined in Section 22.32. In determining Testing Compensation,
     the Plan Administrator may exclude amounts paid to an individual as
     severance pay to the extent such amounts are paid after the common-law
     employment relationship between the individual and the Employer has
     terminated, provided such amounts also are excluded in determining Total
     Compensation under 22.197.

ARTICLE 18 PLAN AMENDMENTS AND TERMINATION

This Article contains the rules regarding the ability of the Prototype Sponsor
or Employer to make Plan amendments and the effect of such amendments on the
Plan. This Article also contains the rules for administering the Plan upon
termination and the effect of Plan termination on Participants' benefits and
distribution rights.

18.1 PLAN AMENDMENTS.

     (A) AMENDMENT BY THE PROTOTYPE SPONSOR. The Prototype Sponsor may amend the
     Prototype Plan on behalf of each adopting Employer who is maintaining the
     Plan at the time of the amendment. An amendment by the Prototype Sponsor to
     the Basic Plan Document does not require consent of the adopting Employers,
     nor does an adopting Employer have to reexecute its Agreement with respect
     to such an amendment. The Prototype Sponsor will provide each adopting
     Employer a copy of the amended Basic Plan Document (either by providing
     substitute or additional pages, or by providing a restated Basic Plan
     Document). An amendment by the Prototype Sponsor to any Agreement offered
     under the Prototype Plan is not effective with respect to an Employer's
     Plan unless the Employer reexecutes the amended Agreement.

     If the Prototype Plan is amended by the mass submitter, the mass submitter
     is treated as the agent of the Prototype Sponsor. If the Prototype Sponsor
     does not adopt any amendments made by the mass submitter, the Prototype
     Plan will no longer be identical to or a minor modifier of the mass
     submitter Prototype Plan.

     (B) AMENDMENT BY THE EMPLOYER. The Employer shall have the right at any
     time to amend the Agreement in the following manner without affecting the
     Plan's status as a Prototype Plan. (The ability to amend the Plan as
     authorized under this Section applies only to the Employer that executes
     the Signature Page of the Agreement. Any amendment to the Plan by the
     Employer under this Section also applies to any Related Employer that
     participates under the Plan as a Co-Sponsor.)

          (1) The Employer may change any optional selections under the
          Agreement.

          (2) The Employer may add additional language where authorized under
          the Agreement, including language necessary to satisfy Code Section
          415 or Code Section 416 due to the aggregation of multiple plans.

          (3) The Employer may change the administrative selections under Part
          12 of the Agreement by replacing the appropriate page(s) within the
          Agreement. Such amendment does not require reexecution of the
          Signature Page of the Agreement.

          (4) The Employer may add any model amendments published by the IRS
          which specifically provide that their adoption will not cause the Plan
          to be treated as an individually designed plan.

          (5) The Employer may adopt any amendments that it deems necessary to
          satisfy the requirements for resolving qualification failures under
          the IRS' compliance resolution programs.

          (6) The Employer may adopt an amendment to cure a coverage or
          nondiscrimination testing failure, as permitted under applicable
          Treasury regulations.

          The Employer may amend the Plan at any time for any other reason,
          including a waiver of the minimum funding requirement under Code
          Section 412(d). However, such an amendment will cause the Plan to lose
          its status as a Prototype Plan and become an individually designed
          plan.

          The Employer's amendment of the Plan from one type of Defined
          Contribution Plan (e.g., a money purchase plan) into another type of
          Defined Contribution Plan (e.g., a profit sharing plan) will not
          result in a partial termination or any other event that would require
          full vesting of some or all Plan Participants.

          Any amendment that affects the rights, duties or responsibilities of
          the Trustee or Plan Administrator may only be made with the Trustee's
          or Plan Administrator's written consent. Any amendment to the Plan
          must be in writing and a copy of the resolution (or similar
          instrument) setting forth such amendment (with the applicable
          effective date of such amendment) must be delivered to the Trustee.

          No amendment may authorize or permit any portion of the assets held
          under the Plan to be used for or diverted to a purpose other than the
          exclusive benefit of Participants or their Beneficiaries, except to
          the extent such assets are used to pay taxes or administrative
          expenses of the Plan. An amendment also may not cause or permit any
          portion of the assets held under the Plan to revert to or become
          property of the Employer.

     (C) PROTECTED BENEFITS. Except as permitted under statute (such as Code
     Section 412(c)(8)), regulations (such as Treas. Reg. Section 1.411(d)-4) or
     other IRS guidance of general applicability, no Plan amendment (or other
     transaction having the effect of a Plan amendment, such as a merger,
     acquisition, plan transfer or similar transaction) may reduce a
     Participant's Account Balance


58

<PAGE>

     or eliminate or reduce a Protected Benefit to the extent such Protected
     Benefit relates to amounts accrued prior to the adoption date (or effective
     date, if later) of the Plan amendment. For this purpose, Protected Benefits
     include any early retirement benefits, retirement-type subsidies and
     optional forms of benefit (as defined under the regulations). If the
     adoption of this Plan will result in the elimination of a Protected
     Benefit, the Employer may preserve such Protected Benefit by identifying
     the Protected Benefit in accordance with Part 13, #58 of the Agreement
     [Part 13, #76 of the 401(k) Agreement]. Failure to identify Protected
     Benefits under the Agreement will not override the requirement that such
     Protected Benefits be preserved under this Plan. The availability of each
     optional form of benefit under the Plan must not be subject to Employer
     discretion.

          Effective for amendments adopted and effective on or after September
          6, 2000, if the Plan is a profit sharing plan or a 401(k) plan, the
          Employer may eliminate all annuity and installment forms of
          distribution (including the QJSA form of benefit to the extent the
          Plan is not required to offer such form of benefit under Article 9),
          provided the Plan offers a singlesum distribution option that is
          available at the same time as the annuity or installment options that
          are being eliminated. If the Plan is a money purchase plan or a target
          benefit plan, the Employer may not eliminate the QJSA form of benefit.
          However, the Employer may eliminate all other annuity and installment
          forms of distribution, provided the Plan offers a single-sum
          distribution option that is available at the same time as the annuity
          or installment options that are being eliminated. Any amendment
          eliminating an annuity or installment form of distribution may not be
          effective until the earlier of: (1) the date which is the 90th day
          following the date a summary of the amendment is furnished to the
          Participant which satisfies the requirements under DOL Reg. Section
          2520.104b-3 or (2) the first day of the second Plan Year following the
          Plan Year in which the amendment is adopted.

18.2 PLAN TERMINATION. The Employer may terminate this Plan at any time by
     delivering to the Trustee and Plan Administrator written notice of such
     termination.

     (A) FULL AND IMMEDIATE VESTING. Upon a full or partial termination of the
     Plan (or in the case of a profit sharing plan, the complete discontinuance
     of contributions), all amounts credited to an affected Participant's
     Account become 100% vested, regardless of the Participant's vested
     percentage determined under Article 4. The Plan Administrator has
     discretion to determine whether a partial termination has occurred.

     (B) DISTRIBUTION PROCEDURES. Upon the termination of the Plan, the Plan
     Administrator shall direct the distribution of Plan assets to Participants
     in accordance with the provisions under Article 8. For this purpose,
     distribution shall be made to Participants with vested Account Balances of
     $5,000 or less in lump sum as soon as administratively feasible following
     the Plan termination, regardless of any contrary election under Part 9, #34
     of the Agreement [Part 9, #52 of the 401(k) Agreement]. For Participants
     with vested Account Balances in excess of $5,000, distribution will be made
     through the purchase of deferred annuity contracts which protect all
     Protected Benefits under the Plan, unless a Participant elects to receive
     an immediate distribution in any form of payment permitted under the Plan.
     If an immediate distribution is elected in a form other than a lump sum,
     the distribution will be satisfied through the purchase of an immediate
     annuity contract. Distributions will be made as soon as administratively
     feasible following the Plan termination, regardless of any contrary
     election under Part 9, #33 of the Agreement [Part 9, #51 of the 401(k)
     Agreement]. The references in this paragraph to $5,000 shall be deemed to
     mean $3,500, prior to the time the $5,000 threshold becomes effective under
     the Plan (as determined in Section 8.3(f)).

     For purposes of applying the provisions of this subsection (b),
     distribution may be delayed until the Employer receives a favorable
     determination letter from the IRS as to the qualified status of the Plan
     upon termination, provided the determination letter request is made within
     a reasonable period following the termination of the Plan.

          (1) SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS. If this Plan is a
          profit sharing plan, distribution will be made to all Participants,
          without consent, as soon as administratively feasible following the
          termination of the Plan, without regard to the value of the
          Participants' vested Account Balance. This special rule applies only
          if the Plan does not provide for an annuity option under Part 11 of
          the Agreement and the Employer does not maintain any other Defined
          Contribution Plan (other than an ESOP) at any time between the
          termination of the Plan and the distribution.

          (2) SPECIAL RULE FOR 401(K) PLANS. Section 401(k) Deferrals, QMACs,
          QNECs, Safe Harbor Matching Contributions and Safe Harbor Nonelective
          Contributions under a 401(k) plan (as well as transferred assets (see
          Section 3.3(c)(3)) which are subject to the distribution restrictions
          applicable to Section 401(k) Deferrals) may be distributed in a lump
          sum upon Plan termination only if the Employer does not maintain a
          Successor Plan at any time during the period beginning on the date of
          termination and ending 12 months after the final distribution of all
          Plan assets. For this purpose, a Successor Plan is any Defined
          Contribution Plan, other than an ESOP (as defined in Code Section
          4975(e)(7)), a SEP (as defined in Code Section 408(k)), or a SIMPLE
          IRA (as defined in Code Section 408(p)). A plan will not be considered
          a Successor Plan, if at all times during the 24-month period beginning
          12 months before the Plan termination, fewer than 2% of the Eligible
          Participants under the 401(k) plan are eligible under such plan. A
          distribution of these contributions may be made to the extent another
          distribution event permits distribution of such amounts.

          (3) PLAN TERMINATION NOT DISTRIBUTION EVENT IF ASSETS ARE TRANSFERRED
          TO ANOTHER PLAN. If, pursuant to the termination of the Plan, the
          Employer enters into a transfer agreement to transfer the assets of
          the terminated Plan to another plan maintained by the Employer (or by
          a successor employer in a transaction involving the acquisition of the
          Employer's stock or assets, or other similar transaction), the
          termination of the Plan is not a distribution event and the
          distribution procedures above do not apply. Prior to the transfer of
          the assets, distribution of a Participant's Account Balance may be
          made from the terminated Plan only to a Participant (or Beneficiary,
          if applicable) who is otherwise eligible for distribution without
          regard to the Plan's termination. Otherwise, benefits will be
          distributed from the transferee plan in accordance with the terms of
          that plan (subject to the protection of any Protected Benefits that
          must be continued with respect to the transferred assets).

     (C) TERMINATION UPON MERGER, LIQUIDATION OR DISSOLUTION OF THE EMPLOYER.
     The Plan shall terminate upon the liquidation or dissolution of the
     Employer or the death of the Employer (if the Employer is a sole
     proprietor), provided, however, that in any such event, arrangements may be
     made for the Plan to be continued by any successor to the Employer.

18.3 MERGER OR CONSOLIDATION. In the event the Plan is merged or consolidated
     with another plan, each Participant must be entitled to a benefit
     immediately after such merger or consolidation that is at least equal to
     the benefit the Participant would have been entitled to had the Plan
     terminated immediately before such merger or consolidation. (See Section
     4.1(d) for rules regarding vesting following a merger or consolidation.)
     The Employer may authorize the Trustee to enter into a merger agreement
     with the Trustee of another plan to effect such merger or consolidation. A
     merger agreement entered into by the Trustee is not part of this Plan and
     does not affect the Plan's status as a Prototype Plan. (See Section 3.3 for
     the applicable rules where amounts are transferred to this Plan from
     another plan.)

ARTICLE 19 MISCELLANEOUS

This Article contains miscellaneous provisions concerning the Employer's and
Participants' rights and responsibilities under the Plan.

19.1 EXCLUSIVE BENEFIT. Except as provided under Section 19.2, no part of the
     Plan assets (including any corpus or income of the Trust) may revert to the
     Employer prior to the satisfaction of all liabilities under the Plan nor
     will such Plan assets be used for, or diverted to, a purpose other than the
     exclusive benefit of Participants or their Beneficiaries.

19.2 RETURN OF EMPLOYER CONTRIBUTIONS. Upon written request by the Employer, the
     Trustee must return any Employer Contributions provided that the
     circumstances and the time frames described below are satisfied. The
     Trustee may request the Employer to provide additional information to
     ensure the amounts may be properly returned. Any amounts returned shall not
     include earnings, but must be reduced by any losses.

     (A) MISTAKE OF FACT. Any Employer Contributions made because of a mistake
     of fact must be returned to the Employer within one year of the
     contribution.

     (B) DISALLOWANCE OF DEDUCTION. Employer Contributions to the Trust are made
     with the understanding that they are deductible. In the event the deduction
     of an Employer Contribution is disallowed by the IRS, such contribution (to
     the extent disallowed) must be returned to the Employer within one year of
     the disallowance of the deduction.

     (C) FAILURE TO INITIALLY QUALIFY. Employer Contributions to the Plan are
     made with the understanding, in the case of a new Plan, that the Plan
     satisfies the qualification requirements of Code Section 401(a) as of the
     Plan's Effective Date. In the event that the Internal Revenue Service
     determines that the Plan is not initially qualified under the Code, any
     Employer Contributions (and allocable earnings) made incident to that
     initial qualification must be returned to the Employer within one year
     after the date the initial qualification is denied, but only if the
     application for the qualification is made by the time prescribed by law for
     filing the 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.

19.3 ALIENATION OR ASSIGNMENT. Except as permitted under applicable statute or
     regulation, a Participant or Beneficiary may not assign, alienate, transfer
     or sell any right or claim to a benefit or distribution from the Plan, and
     any attempt to assign, alienate, transfer or sell such a right or claim
     shall be


                                                                              59

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     void, except as permitted by statute or regulation. Any such right or claim
     under the Plan shall not be subject to attachment, execution, garnishment,
     sequestration or other legal or equitable process. This prohibition against
     alienation or assignment also applies to the creation, assignment or
     recognition of a right to a benefit payable with respect to a Participant
     pursuant to a domestic relations order, unless such order is determined to
     be a QDRO pursuant to Section 11.5, or any domestic relations order entered
     before January 1, 1985.

19.4 PARTICIPANTS' RIGHTS. The adoption of this Plan by the Employer does not
     give any Participant, Beneficiary or Employee a right to continued
     employment with the Employer and does not affect the Employer's right to
     discharge an Employee or Participant at any time. This Plan also does not
     create any legal or equitable rights in favor of any Participant,
     Beneficiary or Employee against the Employer, Plan Administrator or
     Trustee. Unless the context indicates otherwise, any amendment to this Plan
     is not applicable to determine the benefits accrued (and the extent to
     which such benefits are vested) by a Participant or former Employee whose
     employment terminated before the effective date of such amendment, except
     where application of such amendment to the terminated Participant or former
     Employee is required by statute, regulation or other guidance of general
     applicability. Where the provisions of the Plan are ambiguous as to the
     application of an amendment to a terminated Participant or former Employee,
     the Plan Administrator has the authority to make a final determination on
     the proper interpretation of the Plan.

19.5 MILITARY SERVICE. To the extent required under Code Section 414(u), an
     Employee who returns to employment with the Employer following a period of
     qualified military service will receive any contributions, benefits and
     service credit required under Code Section 414(u), provided the Employee
     satisfies all applicable requirements under the Code and regulations.

19.6 PAIRED PLANS. If the Employer adopts more than one Standardized Agreement,
     each of the Standardized Agreements are considered to be Paired Plans,
     provided the Employer completes Part 13, #54 of the Agreement [Part 13, #72
     of the 401(k) Agreement] in a manner which ensures the plans together
     comply with the Annual Additions Limitation, as described in Article 7, and
     the Top-Heavy Plan rules, as described in Article 16. If the Employer
     adopts Paired Plans, each Plan must have the same Plan Year.

19.7 ANNUITY CONTRACT. Any annuity contract distributed under the Plan must be
     nontransferable. In addition, the terms of any annuity contract purchased
     and distributed to a Participant or to a Participant's spouse must comply
     with all requirements under this Plan.

19.8 USE OF IRS COMPLIANCE PROGRAMS. Nothing in this Plan document should be
     construed to limit the availability of the IRS' voluntary compliance
     programs, including the IRS Administrative Policy Regarding Self-Correction
     (APRSC) program. An Employer may take whatever corrective actions are
     permitted under the IRS voluntary compliance programs, as is deemed
     appropriate by the Plan Administrator or Employer.

19.9 LOSS OF PROTOTYPE STATUS. If the Plan as adopted by the Employer fails to
     attain or retain qualification, such Plan will no longer qualify as a
     Prototype Plan and will be considered an individually-designed plan.

19.10 GOVERNING LAW. The provisions of this Plan shall be construed,
     administered and enforced in accordance with the provisions of applicable
     federal law and, to the extent applicable, the laws of the state in which
     the Trustee has its principal place of business. The foregoing provisions
     of this Section shall not preclude the Employer and the Trustee from
     agreeing to a different state law with respect to the construction,
     administration and enforcement of the Plan.

19.11 WAIVER OF NOTICE. Any person entitled to a notice under the Plan may waive
     the right to receive such notice, to the extent such a waiver is not
     prohibited by law, regulation or other pronouncement.

19.12 USE OF ELECTRONIC MEDIA. The Plan Administrator may use telephonic or
     electronic media to satisfy any notice requirements required by this Plan,
     to the extent permissible under regulations (or other generally applicable
     guidance). In addition, a Participant's consent to immediate distribution,
     as required by Article 8, may be provided through telephonic or electronic
     means, to the extent permissible under regulations (or other generally
     applicable guidance). The Plan Administrator also may use telephonic or
     electronic media to conduct plan transactions such as enrolling
     participants, making (and changing) salary reduction elections, electing
     (and changing) investment allocations, applying for Plan loans and other
     transactions, to the extent permissible under regulations (or other
     generally applicable guidance).

19.13 SEVERABILITY OF PROVISIONS. In the event that any provision of this Plan
     shall be held to be illegal, invalid or unenforceable for any reason, the
     remaining provisions under the Plan shall be construed as if the illegal,
     invalid or unenforceable provisions had never been included in the Plan.

19.14 BINDING EFFECT. The Plan, and all actions and decisions made thereunder,
     shall be binding upon all applicable parties, and their heirs, executors,
     administrators, successors and assigns.

ARTICLE 20 GUST ELECTIONS AND EFFECTIVE DATES

The provisions of this Plan are generally effective as of the Effective Date
designated on the Signature Page of the Agreement. Appendix A of the Agreement
also allows for special effective dates for specified provisions of the Plan,
which override the general Effective Date under the Agreement. Section 22.96
refers to a series of laws that have been enacted since 1994 as the GUST
Legislation, for which extended time (known as the remedial amendment period)
was provided to Employers to conform their plan documents to such laws. This
Article prescribes special effective date rules for conforming plans to the GUST
Legislation.

20.1 GUST EFFECTIVE DATES. If the Agreement is adopted within the remedial
     amendment period for the GUST Legislation, and the Plan has not previously
     been restated to comply with the GUST Legislation, then special effective
     dates apply to certain provisions. These special effective dates apply to
     the appropriate provisions of the Plan, even if such special effective
     dates are earlier than the Effective Date identified on the Signature Page
     of the Agreement. The Employer may specify in elections provided in
     Appendix B of the Agreement how the Plan was operated to comply with the
     GUST Legislation. Appendix B need only be completed if the Employer
     operated this Plan in a manner that is different from the default
     provisions contained in this Plan or the elective choices made under the
     Agreement. If the Employer did not operate the Plan in a manner that is
     different from the default provisions or elective provisions of the Plan
     or, if the Plan is not being restated for the first time to comply with the
     GUST Legislation, and prior amendments or restatements of the Plan
     satisfied the requirement to amend timely to comply with the GUST
     Legislation, Appendix B need not be completed and may be removed from the
     Agreement.

     If one or more qualified retirement plans have been merged into this Plan,
     the provisions of the merging plan(s) will remain in full force and effect
     until the Effective Date of the plan merger(s), unless provided otherwise
     under Appendix A-12 of the Agreement [Appendix A-16 of the 401(k)
     Agreement]. If the merging plan(s) have not been amended to comply with the
     changes required under the GUST Legislation, the merging plan(s) will be
     deemed amended retroactively for such required changes by operation of this
     Agreement. The provisions required by the GUST Legislation (as provided
     under this BPD and related Agreements) will be effective for purposes of
     the merging plan(s) as of the same effective date that is specified for
     that GUST provision in this BPD and Appendix B of the Agreement (even if
     that date precedes the general Effective Date specified in the Agreement).

20.2 HIGHLY COMPENSATED EMPLOYEE DEFINITION. The definition of Highly
     Compensated Employee under Section 22.99 is modified effective for Plan
     Years beginning after December 31, 1996. Under the current definition of
     Highly Compensated Employee, the Employer must designate under the Plan
     whether it is using the Top-Paid Group Test and whether it is using the
     Calendar Year Election or, for the 1997 Plan Year, whether it used the
     Old-Law Calendar Year Election.

     (A) TOP-PAID GROUP TEST. In determining whether an Employee is a Highly
     Compensated Employee, the Top-Paid Group Test under Section 22.99(b)(4)
     does not apply unless the Employer specifically elects under Part 13,
     #50.a. of the Agreement [Part 13, #68.a. of the 401(k) Agreement] to have
     the Top-Paid Group Test apply. The Employer's election to use or not use
     the Top-Paid Group Test generally applies for all years beginning with the
     Effective Date of the Plan (or the first Plan Year beginning after December
     31, 1996, if later). However, because the Employer may not have operated
     the Plan consistent with this Top-Paid Group Test election for all years
     prior to the date this Plan restatement is adopted, Appendix B-1.a. of the
     Agreement also permits the Employer to override the Top-Paid Group Test
     election under this Plan for specified Plan Years beginning after December
     31, 1996, and before the date this Plan restatement is adopted.

     (B) CALENDAR YEAR ELECTION. In determining whether an Employee is a Highly
     Compensated Employee, the Calendar Year Election under Section 22.99(b)(5)
     does not apply unless the Employer specifically elects under Part 13,
     #50.b. of the Agreement [Part 13, #68.b. of the 401(k) Agreement] to have
     the Calendar Year Election apply. The Employer's election to use or not use
     the Calendar Year Election is generally effective for all years beginning
     with the Effective Date of this Plan (or the first Plan Year beginning
     after December 31, 1996, if later). However, because the Employer may not
     have operated the Plan consistent with this Calendar Year Election for all
     years prior to the date this Plan restatement is adopted, Appendix B-1.b.
     of the Agreement permits the Employer to override the Calendar Year
     Election under this Plan for specified Plan Years beginning after December
     31, 1996, and before the date this Plan restatement is adopted.

     (C) OLD-LAW CALENDAR YEAR ELECTION. In determining whether an Employee was
     a Highly Compensated Employee for the Plan Year beginning in 1997, a
     special Old-Law Calendar Year Election was available. (See Section
     22.99(b)(6) for the definition of the Old-Law Calendar Year Election.)
     Appendix B-1.c. of the Agreement permits the Employer to designate whether
     it used the Old-Law Calendar Year Election for the 1997 Plan Year. If the
     Employer did not use the Old-Law Calendar Year Election, the election in
     Appendix B-1.c. need not be completed.


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20.3 REQUIRED MINIMUM DISTRIBUTIONS. Appendix B-2 of the Agreement permits the
     Employer to designate how it complied with the GUST Legislation changes to
     the required minimum distribution rules. Section 10.4 describes the
     application of the GUST Legislation changes to the required minimum
     distribution rules.

20.4 $5,000 INVOLUNTARY DISTRIBUTION THRESHOLD. For Plan Years beginning on or
     after August 5, 1997, a Participant (and spouse, if the Joint and Survivor
     Annuity rules apply under Article 9) must consent to a distribution from
     the Plan if the Participant's vested Account Balance exceeds $5,000. (See
     Section 8.3(e) for the applicable rules for determining the value of a
     Participant's vested Account Balance.) For Plan Years beginning before
     August 5, 1997, the consent threshold was $3,500 instead of $5,000.

     The increase in the consent threshold to $5,000 is generally effective for
     Plan Years beginning on or after August 5, 1997. However, because the
     Employer may not have operated the Plan consistent with the $5,000
     threshold for all years prior to the date this Plan restatement was
     adopted, Appendix B-3.a. of the Agreement permits the Employer to designate
     the Plan Year during which it began applying the higher $5,000 consent
     threshold. If the Employer began applying the $5,000 consent threshold for
     Plan Years beginning on or after August 5, 1997, Appendix B-3.a. need not
     be completed. If the Employer did not begin using the $5,000 consent
     threshold until some later date, the Employer must designate the
     appropriate date in Appendix B-3.a.

20.5 REPEAL OF FAMILY AGGREGATION FOR ALLOCATION PURPOSES. For Plan Years
     beginning on or after January 1, 1997, the family aggregation rules were
     repealed. For Plan Years beginning before January 1, 1997, the family
     aggregation rules required that family members of a Five-Percent Owner or
     one of the 10 Employees with the highest ownership interest in the Employer
     were aggregated as a single Highly Compensated Employee for purposes of
     determining such individuals' share of any contributions under the Plan. In
     determining the allocation for such aggregated individuals, the
     Compensation Dollar Limitation (as defined in Section 22.32) was applied on
     an aggregated basis with respect to the Five-Percent Owner or top-10 owner,
     his/her spouse, and his/her minor children (under the age of 19).

     The family aggregation rules were repealed effective for Plan Years
     beginning on or after January 1, 1997. However, because the Employer may
     not have operated the Plan consistent with the repeal of family aggregation
     for all years prior to the date this Plan restatement is adopted, Appendix
     B-3.b. of the Agreement permits the Employer to designate the Plan Year
     during which it repealed family aggregation for allocation purposes. If the
     Employer implemented the repeal of family aggregation for Plan Years
     beginning on or after January 1, 1997, Appendix B-3.b. need not be
     completed. If the Employer did not implement the repeal of family
     aggregation until some later date, the Employer must designate the
     appropriate date in Appendix B-3.b.

20.6 ADP/ACP TESTING METHODS. The GUST Legislation modified the
     nondiscrimination testing rules for Section 401(k) Deferrals, Employer
     Matching Contributions and Employee After-Tax Contributions, effective for
     Plan Years beginning after December 31, 1996. For purposes of applying the
     ADP Test and ACP Test under the 401(k) Agreement, the Employer must
     designate the testing methodology used for each Plan Year. (See Article 17
     for the definition of the ADP Test and the ACP Test and the applicable
     testing methodology.)

     Part 4F of the 401(k) Agreement contains elective provisions for the
     Employer to designate the testing methodology it will use in performing the
     ADP Test and the ACP Test. Appendix B-5.a. of the 401(k) Agreement contains
     elective provisions for the Employer to designate the testing methodology
     it used for Plan Years that began before the adoption of the Agreement.

20.7 SAFE HARBOR 401(K) PLAN. Effective for Plan Years beginning after December
     31, 1998, the Employer may elect under Part 4E of the 401(k) Agreement to
     apply the Safe Harbor 401(k) Plan provisions. To qualify as a Safe Harbor
     401(k) Plan for a Plan Year, the Plan must be identified as a Safe Harbor
     401(k) Plan for such year.

     If the Employer elects under Part 4E to apply the Safe Harbor 401(k) Plan
     provisions, the Plan generally will be considered a Safe Harbor Plan for
     all Plan Years beginning with the Effective Date of the Plan (or January 1,
     1999, if later). Likewise, if the Employer does not elect to apply the Safe
     Harbor 401(k) provisions, the Plan generally will not be considered a Safe
     Harbor Plan for such year. However, because the Employer may have operated
     the Plan as a Safe Harbor 401(k) Plan for Plan Years prior to the Effective
     Date of this Plan or may not have operated the Plan consistent with its
     election under Part 4E to apply (or to not apply) the Safe Harbor 401(k)
     Plan provisions for all years prior to the date this Plan restatement is
     adopted, Appendix B-5.b. of the 401(k) Agreement permits the Employer to
     designate any Plan Year in which the Plan was (or was not) a Safe Harbor
     401(k) Plan. Appendix B-5.b. should only be completed if the Employer
     operated this Plan prior to date it was actually adopted in a manner that
     is inconsistent with the election made under Part 4E of the Agreement.

     If the Employer elects under Appendix B-5.b. of the Agreement to apply the
     Safe Harbor 401(k) Plan provisions for any Plan Year beginning prior to the
     date this Plan is adopted, the Plan must have complied with the
     requirements under Section 17.6 for such year. The type and amount of the
     Safe Harbor Contribution for such Plan Year(s) is the type and amount of
     contribution described in the Participant notice issued pursuant to Section
     17.6(a)(4) for such Plan Year.

ARTICLE 21 PARTICIPATION BY RELATED EMPLOYERS (CO-SPONSORS)

21.1 CO-SPONSOR ADOPTION PAGE. A Related Employer may elect to participate under
     this Plan by executing a Co-Sponsor Adoption Page under the Agreement. By
     executing a Co-Sponsor Adoption Page, the Co-Sponsor adopts all the
     provisions of the Plan, including the elective choices made by the Employer
     under the Agreement. The Co-Sponsor is also bound by any amendments made to
     the Plan in accordance with Article 18. The Co-Sponsor agrees to use the
     same Trustee as is designated on the Trustee Declaration under the
     Agreement, except as provided in a separate trust agreement authorized
     under Article 12.

21.2 PARTICIPATION BY EMPLOYEES OF CO-SPONSOR. A Related Employer may not
     contribute to this Plan unless it executes the Co-Sponsor Adoption Page.
     (See Section 1.3 for a discussion of the eligibility rules as they apply to
     Employees of Related Employers who do not execute a Co-Sponsor Adoption
     Page.) However, in applying the provisions of this Plan, Total Compensation
     (as defined in Section 22.197) includes amounts earned with a Related
     Employer, regardless of whether such Related Employer executes a Co-Sponsor
     Adoption Page. The Employer may elect under Part 3, #10.b.(7) of the
     Nonstandardized Agreement [Part 3, #10.i. of the Nonstandardized 401(k)
     Agreement] to exclude amounts earned with a Related Employer that does not
     execute a Co-Sponsor Page for purposes of determining an Employee's
     Included Compensation under the Plan.

21.3 ALLOCATION OF CONTRIBUTIONS AND FORFEITURES. Unless selected otherwise
     under the Co-Sponsor Adoption Page, any contributions made by a Co-Sponsor
     (and any forfeitures relating to such contributions) will be allocated to
     all Eligible Participants employed by the Employer and Co-Sponsors in
     accordance with the provisions under this Plan. Under a Nonstandardized
     Agreement, a Co-Sponsor may elect under the Co-Sponsor Page to allocate its
     contributions (and forfeitures relating to such contributions) only to the
     Eligible Participants employed by the Co-Sponsor making such contributions.
     If so elected, Employees of the Co-Sponsor will not share in an allocation
     of contributions (or forfeitures relating to such contributions) made by
     any other Related Employer (except in such individual's capacity as an
     Employee of that other Related Employer). Where contributions are allocated
     only to the Employees of a contributing Co-Sponsor, the Plan Administrator
     will maintain a separate accounting of an Employee's Account Balance
     attributable to the contributions of a particular Co-Sponsor. This separate
     accounting is necessary only for contributions that are not 100% vested, so
     that the allocation of forfeitures attributable to such contributions can
     be allocated for the benefit of the appropriate Employees. An election to
     allocate contributions and forfeitures only to the Eligible Participants
     employed by the Co-Sponsor making such contributions will preclude the Plan
     from satisfying the nondiscrimination safe harbor rules under Treas. Reg.
     Section 1.401(a)(4)-2 and may require additional nondiscrimination testing.

21.4 CO-SPONSOR NO LONGER A RELATED EMPLOYER. If a Co-Sponsor becomes a Former
     Related Employer because of an acquisition or disposition of stock or
     assets, a merger, or similar transaction, the Co-Sponsor will cease to
     participate in the Plan as soon as administratively feasible. If the
     transition rule under Code Section 410(b)(6)(C) applies, the Co-Sponsor
     will cease to participate in the Plan as soon as administratively feasible
     after the end of the transition period described in Code Section
     410(b)(6)(C). If a Co-Sponsor ceases to be a Related Employer under this
     Section 21.4, the following procedures may be followed to discontinue the
     Co-Sponsor's participation in the Plan.

     (A) MANNER OF DISCONTINUING PARTICIPATION. To document the cessation of
     participation by a Former Related Employer, the Former Related Employer may
     discontinue its participation as follows: (1) the Former Related Employer
     adopts a resolution that formally terminates active participation in the
     Plan as of a specified date, (2) the Employer that has executed the
     Signature Page of the Agreement re-executes such page, indicating an
     amendment by page substitution through the deletion of the Co-Sponsor
     Adoption Page executed by the Former Related Employer, and (3) the Former
     Related Employer provides any notices to its Employees that are required by
     law. Discontinuance of participation means that no further benefits accrue
     after the effective date of such discontinuance with respect to employment
     with the Former Related Employer. The portion of the Plan attributable to
     the Former Related Employer may continue as a separate plan, under which
     benefits may continue to accrue, through the adoption by the Former Related
     Employer of a successor plan (which may be created through the execution of
     a separate Agreement by the Former Related Employer) or by spin-off of that
     portion of the Plan followed by a merger or transfer into another existing
     plan, as specified in a merger or transfer agreement.

     (B) MULTIPLE EMPLOYER PLAN. If, after a Co-Sponsor becomes a Former Related
     Employer, its Employees continue to accrue benefits under this


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     Plan, the Plan will be treated as a multiple employer plan to the extent
     required by law. So long as the discontinuance procedures of this Section
     are satisfied, such treatment as a multiple employer plan will not affect
     reliance on the favorable IRS letter issued to the Prototype Sponsor or any
     determination letter issued on the Plan.

21.5 SPECIAL RULES FOR STANDARDIZED AGREEMENTS. As stated in Section 1.3(b) of
     this BPD, under a Standardized Agreement each Related Employer (who has
     Employees who may be eligible to participate in the Plan) is required to
     execute a Co-Sponsor Adoption Page. If a Related Employer fails to execute
     a Co-Sponsor Adoption Page, the Plan will be treated as an
     individually-designed plan, except as provided in subsections (a) and (b)
     below. Nothing in this Plan shall be construed to treat a Related Employer
     as participating in the Plan in the absence of a Co-Sponsor Adoption Page
     executed by that Related Employer.

     (A) NEW RELATED EMPLOYER. If an organization becomes a New Related Employer
     after the Effective Date of the Agreement by reason of an acquisition or
     disposition of stock or assets, a merger, or similar transaction, the New
     Related Employer must execute a Co-Sponsor Page no later than the end of
     the transition period described in Code Section 410(b)(6)(C). Participation
     of the New Related Employer must be effective no later than the first day
     of the Plan Year that begins after such transition period ends. If the
     transition period in Code Section 410(b)(6)(C) is not applicable, the
     effective date of the New Related Employer's participation in the Plan must
     be no later than the date it became a Related Employer.

     (B) FORMER RELATED EMPLOYER. If an organization ceases to be a Related
     Employer (Former Related Employer), the provisions of Section 21.4,
     relating to discontinuance of participation, apply.

     Under the Standardized Agreement, if the rules of subsections (a) or (b)
     are followed, the Employer may continue to rely on the favorable IRS letter
     issued to the Prototype Sponsor during any period in which a New Related
     Employer is not participating in the Plan or a Former Related Employer
     continues to participate in the Plan. If the rules of subsections (a) or
     (b) are not followed, the Plan is treated as an individually-designed plan
     for any period of such noncompliance.

ARTICLE 22 PLAN DEFINITIONS

This Article contains definitions for common terms that are used throughout the
Plan. All capitalized terms under the Plan are defined in this Article. Where
applicable, this Article will refer to other Sections of the Plan where the term
is defined.

22.1 ACCOUNT. The separate Account maintained for each Participant under the
     Plan. To the extent applicable, a Participant may have any (or all) of the
     following separate sub-Accounts within his/her Account: Employer
     Contribution Account, Section 401(k) Deferral Account, Employer Matching
     Contribution Account, QMAC Account, QNEC Account, Employee After-Tax
     Contribution Account, Safe Harbor Matching Contribution Account, Safe
     Harbor Nonelective Contribution Account, Rollover Contribution Account and
     Transfer Account. The Transfer Account also may have any (or all) of the
     sub-Accounts listed above. The Plan Administrator may maintain other
     sub-Accounts, if necessary, for proper administration of the Plan.

22.2 ACCOUNT BALANCE. A Participant's Account Balance is the total value of all
     Accounts (whether vested or not) maintained for the Participant. A
     Participant's vested Account Balance includes only those amounts for which
     the Participant has a vested interest in accordance with the provisions
     under Article 4 and Part 6 of the Agreement. A Participant's Section 401(k)
     Deferral Account, QMAC Account, QNEC Account, Employee After-Tax
     Contribution Account, Safe Harbor Matching Contribution Account, Safe
     Harbor Nonelective Contribution Account and Rollover Contribution Account
     are always 100% vested.

22.3 ACCRUED BENEFIT. If referred to in the context of a Defined Contribution
     Plan, the Accrued Benefit is the Account Balance. If referred to in the
     context of a Defined Benefit Plan, the Accrued Benefit is the benefit
     accrued under the benefit formula prescribed by the Defined Benefit Plan.

22.4 ACP -- AVERAGE CONTRIBUTION PERCENTAGE. The average of the contribution
     percentages for the Highly Compensated Employee Group and the Nonhighly
     Compensated Employee Group, which are tested for nondiscrimination under
     the ACP Test. See Section 17.7(a).

22.5 ACP TEST -- ACTUAL CONTRIBUTION PERCENTAGE TEST. The special
     nondiscrimination test that applies to Employer Matching Contributions
     and/or Employee After-Tax Contributions under the 401(k) Agreement. See
     Section 17.3.

22.6 ACTUAL HOURS CREDITING METHOD. The Actual Hours Crediting Method is a
     method for counting service for purposes of Plan eligibility and vesting.
     Under the Actual Hours Crediting Method, an Employee is credited with the
     actual Hours of Service the Employee completes with the Employer or the
     number of Hours of Service for which the Employee is paid (or entitled to
     payment).

22.7 ADOPTION AGREEMENT. See the definition for Agreement.

22.8 ADP -- AVERAGE DEFERRAL PERCENTAGE. The average of the deferral percentages
     for the Highly Compensated Employee Group and the Nonhighly Compensated
     Employee Group, which are tested for nondiscrimination under the ADP Test.
     See Section 17.7(b).

22.9 ADP TEST -- ACTUAL DEFERRAL PERCENTAGE TEST. The special nondiscrimination
     test that applies to Section 401(k) Deferrals under the 401(k) Agreement.
     See Section 17.2.

22.10 AGREEMENT. The Agreement (sometimes referred to as the "Adoption
     Agreement") contains the elective provisions under the Plan that an
     Employer completes to supplement or modify the provisions under the BPD.
     Each Employer that adopts this Plan must complete and execute the
     appropriate Agreement. An Employer may adopt more than one Agreement under
     this Prototype Plan. Each executed Agreement is treated as a separate Plan
     and Trust. For example, if an Employer executes a profit sharing plan
     Agreement and a money purchase plan Agreement, the Employer is treated as
     maintaining two separate Plans under this Prototype Plan document. An
     Agreement is treated as a single Plan, even if there is one or more
     executed Co-Sponsor Adoption Pages associated with the Agreement.

22.11 AGGREGATE LIMIT. The limit imposed under the Multiple Use Test on amounts
     subject to both the ADP Test and the ACP Test. See Section 17.4(a).

22.12 ALTERNATE PAYEE. A person designated to receive all or a portion of the
     Participant's benefit pursuant to a QDRO. See Section 11.5.

22.13 ANNIVERSARY YEAR METHOD. A method for determining Eligibility Computation
     Periods after an Employee's initial Eligibility Computation Period. See
     Section 1.4(c)(2) for more detailed discussion of the Anniversary Year
     Method.

22.14 ANNIVERSARY YEARS. An alternative period for measuring Vesting Computation
     Periods. See Section 4.4.

22.15 ANNUAL ADDITIONS. The amounts taken into account under a Defined
     Contribution Plan for purposes of applying the limitation on allocations
     under Code Section 415. See Section 7.4(a) for the definition of Annual
     Additions.

22.16 ANNUAL ADDITIONS LIMITATION. The limit on the amount of Annual Additions a
     Participant may receive under the Plan during a Limitation Year. See
     Article 7.

22.17 ANNUITY STARTING DATE. This Plan does not use the term Annuity Starting
     Date. To determine whether the notice and consent requirements in Articles
     8 and 9 are satisfied, the Distribution Commencement Date (see Section
     22.56) is used, even for a distribution that is made in the form of an
     annuity. However, the payment made on the Distribution Commencement Date
     under an annuity form of payment may reflect annuity payments that are
     calculated with reference to an "annuity starting date" that occurs prior
     to the Distribution Commencement Date (e.g., the first day of the month in
     which the Distribution Commencement Date falls).

22.18 APPLICABLE LIFE EXPECTANCY. The Life Expectancy used to determine a
     Participant's required minimum distribution under Article 10. See Section
     10.3(d).

22.19 APPLICABLE PERCENTAGE. The maximum percentage of Excess Compensation that
     may be allocated to Eligible Participants under the Permitted Disparity
     Method. See Article 2.

22.20 AVERAGE COMPENSATION. The average of a Participant's annual Included
     Compensation during the Averaging Period designated under Part 3, #11 of
     the target benefit plan Agreement. See Section 2.5(d)(1) for a complete
     definition of Average Compensation.

22.21 AVERAGING PERIOD. The period used for determining an Employee's Average
     Compensation. Unless modified under Part 3, #11.a. of the target benefit
     plan Agreement, the Averaging Period is the three (3) consecutive Measuring
     Periods during the Participant's Employment Period which produces the
     highest Average Compensation.

22.22 BALANCE FORWARD METHOD. A method for allocating net income or loss to
     Participants' Accounts based on the Account Balance as of the most recent
     Valuation Date under the Plan. See Section 13.4(a).

22.23 BASIC PLAN DOCUMENT. See the definition for BPD.

22.24 BENEFICIARY. A person designated by the Participant (or by the terms of
     the Plan) to receive a benefit under the Plan upon the death of the
     Participant. See Section 8.4(c) for the applicable rules for determining a
     Participant's Beneficiaries under the Plan.

22.25 BPD. The BPD (sometimes referred to as the "Basic Plan Document") is the
     portion of the Plan that contains the non-elective provisions. The
     provisions under the BPD may be supplemented or modified by elections the
     Employer makes under the Agreement or by separate governing documents that
     are expressly authorized by the BPD.

22.26 BREAK-IN-SERVICE -- ELIGIBILITY. Generally, an Employee incurs a
     Break-inService for eligibility purposes for each Eligibility Computation
     Period during which the Employee does not complete more than 500 Hours


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     of Service with the Employer. However, if the Employer elects under Part 7
     of the Agreement to require less than 1,000 Hours of Service to earn a Year
     of Service for eligibility purposes, a Break in Service will occur for any
     Eligibility Computation Period during which the Employee does not complete
     more than one-half ((1)U2) of the Hours of Service required to earn a Year
     of Service. (See Section 1.6 for a discussion of the eligibility
     Break-in-Service rules. Also see Section 6.5(b) for rules applicable to the
     determination of a Break in Service when the Elapsed Time Method is used.)

22.27 BREAK-IN-SERVICE -- VESTING. Generally, an Employee incurs a
     Break-inService for vesting purposes for each Vesting Computation Period
     during which the Employee does not complete more than 500 Hours of Service
     with the Employer. However, if the Employer elects under Part 7 of the
     Agreement to require less than 1,000 Hours of Service to earn a Year of
     Service for vesting purposes, a Break in Service will occur for any Vesting
     Computation Period during which the Employee does not complete more than
     one-half ((1)U2) of the Hours of Service required to earn a Year of
     Service. (See Section 4.6 for a discussion of the vesting Break-in-Service
     rules. Also see Section 6.5(b) for rules applicable to the determination of
     a Break in Service when the Elapsed Time Method is used.)

22.28 CALENDAR YEAR ELECTION. A special election used for determining the
     Lookback Year in applying the Highly Compensated Employee test under
     Section 22.99.

22.29 CASH-OUT DISTRIBUTION. A total distribution made to a partially vested
     Participant upon termination of participation under the Plan. See Section
     5.3(a) for the rules regarding the forfeiture of nonvested benefits upon a
     Cash-Out Distribution from the Plan.

22.30 CODE. The Internal Revenue Code of 1986, as amended.

22.31 CODE Section 415 SAFE HARBOR COMPENSATION. An optional definition of
     compensation used to determine Total Compensation. This definition may be
     selected under Part 3, #9.c. of the Agreement. See Section 22.197(c) for
     the definition of Code Section 415 Safe Harbor Compensation.

22.32 COMPENSATION DOLLAR LIMITATION. The maximum amount of compensation that
     can be taken into account for any Plan Year for purposes of determining a
     Participant's Included Compensation (see Section 22.102) or Testing
     Compensation (see Section 22.190). For Plan Years beginning on or after
     January 1, 1994, the Compensation Dollar Limitation is $150,000, as
     adjusted for increases in the cost-of-living in accordance with Code
     Section 401(a)(17)(B).

     In determining the Compensation Dollar Limitation for any applicable period
     for which Included Compensation or Testing Compensation is being determined
     (the "determination period"), the cost-of-living adjustment in effect for a
     calendar year applies to any determination period beginning with or within
     such calendar year. If a determination period consists of fewer than 12
     months, the Compensation Dollar Limitation for such period is an amount
     equal to the otherwise applicable Compensation Dollar Limitation multiplied
     by a fraction, the numerator of which is the number of months in the short
     determination period, and the denominator of which is 12. A determination
     period will not be considered to be less than 12 months merely because
     compensation is taken into account only for the period the Employee is an
     Eligible Participant. If Section 401(k) Deferrals, Employer Matching
     Contributions or Employee After-Tax Contributions are separately determined
     for each pay period, no proration of the Compensation Dollar Limitation is
     required with respect to such pay periods.

     For Plan Years beginning on or after January 1, 1989, and before January 1,
     1994, the Compensation Dollar Limitation taken into account for determining
     all benefits provided under the Plan for any Plan Year shall not exceed
     $200,000. This limitation shall be adjusted by the Secretary at the same
     time and in the same manner as under Code Section 415(d), except that the
     dollar increase in effect on January 1 of any calendar year is effective
     for Plan Years beginning in such calendar year and the first adjustment to
     the $200,000 limitation is effective on January 1, 1990.

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

22.33 CO-SPONSOR. A Related Employer that adopts this Plan by executing the
     Co-Sponsor Adoption Page under the Agreement. See Article 21 for the rules
     applicable to contributions and deductions for contributions made by a
     Co-Sponsor.

22.34 CO-SPONSOR ADOPTION PAGE. The execution page under the Agreement that
     permits a Related Employer to adopt this Plan as a Co-Sponsor. See Article
     21.

22.35 COVERED COMPENSATION. The average (without indexing) of the Taxable Wage
     Bases in effect for each calendar year during the 35-year period ending
     with the last day of the calendar year in which the Participant attains (or
     will attain) Social Security Retirement Age. See Section 2.5(d)(2).

22.36 CUMULATIVE DISPARITY LIMIT. A limit on the amount of permitted disparity
     that may be provided under the target benefit plan Agreement. See Section
     2.5(c)(3)(iv).

22.37 CURRENT YEAR TESTING METHOD. A method for applying the ADP Test and/or the
     ACP Test. See Section 17.2(a)(2) for a discussion of the Current Year
     Testing Method under the ADP Test and 17.3(a)(2) for a discussion of the
     Current Year Testing Method under the ACP Test.

22.38 CUSTODIAN. An organization that has custody of all or any portion of the
     Plan assets. See Section 12.11.

22.39 DAVIS-BACON ACT SERVICE. A Participant's service used to apply the
     DavisBacon Contribution Formula under Part 4 of the Nonstandardized
     Agreement [Part 4C of the Nonstandardized 401(k) Agreement]. For this
     purpose, DavisBacon Act Service is any service performed by an Employee
     under a public contract subject to the Davis-Bacon Act or to any other
     federal, state or municipal prevailing wage law. See Section 2.2(a)(1).

22.40 DAVIS-BACON CONTRIBUTION FORMULA. The Employer may elect under Part 4 of
     the Nonstandardized Agreement [Part 4C of the Nonstandardized 401(k)
     Agreement] to provide an Employer Contribution for each Eligible
     Participant who performs Davis-Bacon Act Service. (See Section 2.2(a)(1)
     (profit sharing plan and 401(k) plan) and Section 2.4(e) (money purchase
     plan) for special rules regarding the application of the Davis-Bacon
     Contribution Formula.)

22.41 DEFINED BENEFIT PLAN. A plan under which a Participant's benefit is based
     solely on the Plan's benefit formula without the establishment of separate
     Accounts for Participants.

22.42 DEFINED BENEFIT PLAN FRACTION. A component of the combined limitation test
     under Code Section 415(e) for Employers that maintain or ever maintained
     both a Defined Contribution and a Defined Benefit Plan. See Section 7.5
     (b)(1).

22.43 DEFINED CONTRIBUTION PLAN. A plan that provides for individual Accounts
     for each Participant to which all contributions, forfeitures, income,
     expenses, gains and losses under the Plan are credited or deducted. A
     Participant's benefit under a Defined Contribution Plan is based solely on
     the fair market value of his/her vested Account Balance.

22.44 DEFINED CONTRIBUTION PLAN DOLLAR LIMITATION. The maximum dollar amount of
     Annual Additions an Employee may receive under the Plan. See Section
     7.4(b).

22.45 DEFINED CONTRIBUTION PLAN FRACTION. A component of the combined limitation
     test under Code Section 415(e) for Employers that maintain or ever
     maintained both a Defined Contribution and a Defined Benefit Plan. See
     Section 7.5(b)(2).

22.46 DESIGNATED BENEFICIARY. A Beneficiary who is designated by the Participant
     (or by the terms of the Plan) and whose Life Expectancy is taken into
     account in determining minimum distributions under Code Section 401(a)(9).
     See Article 10.

22.47 DETERMINATION DATE. The date as of which the Plan is tested to determine
     whether it is a Top-Heavy Plan. See Section 16.3(a).

22.48 DETERMINATION PERIOD. The period during which contributions to the Plan
     are tested to determine if the Plan is a Top-Heavy Plan. See Section
     16.3(b).

22.49 DETERMINATION YEAR. The Plan Year for which an Employee's status as a
     Highly Compensated Employee is being determined. See Section 22.99(b)(1).

22.50 DIRECTED ACCOUNT. The Plan assets under a Trust which are held for the
     benefit of a specific Participant. See Section 13.4(b).

22.51 DIRECTED TRUSTEE. A Trustee is a Directed Trustee to the extent that the
     Trustee's investment powers are subject to the direction of another person.
     See Section 12.2(b).

22.52 DIRECT ROLLOVER. A rollover, at the Participant's direction, of all or a
     portion of the Participant's vested Account Balance directly to an Eligible
     Retirement Plan. See Section 8.8.

22.53 DISABLED. Except as modified under Part 13, #55 of the Agreement [Part 13,
     #73 of the 401(k) Agreement], an individual is considered Disabled for
     purposes of applying the provisions of this Plan if the individual is
     unable to engage in any substantial gainful activity by reason of a
     medically determinable physical or mental impairment that can be expected
     to result in death or which has lasted or can be expected to last for a
     continuous period of not less than 12 months. The permanence and degree of
     such impairment shall be supported by medical evidence.

22.54 DISCRETIONARY TRUSTEE. A Trustee is a Discretionary Trustee to the extent
     the Trustee has exclusive authority and discretion to invest, manage or
     control the Plan assets without direction from any other person. See
     Section 12.2(a).


                                                                              63

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22.55 DISTRIBUTION CALENDAR YEAR. A calendar year for which a minimum
     distribution is required. See Section 10.3(f).

22.56 DISTRIBUTION COMMENCEMENT DATE. The date an Employee commences
     distribution from the Plan. If a Participant commences distribution with
     respect to a portion of his/her Account Balance, a separate Distribution
     Commencement Date applies to any subsequent distribution. If distribution
     is made in the form of an annuity, the Distribution Commencement Date may
     be treated as the first day of the first period for which annuity payments
     are made.

22.57 EARLY RETIREMENT AGE. The age and/or Years of Service requirement
     prescribed by Part 5, #17 of the Agreement [Part 5, #35 of the 401(k)
     Agreement]. Early Retirement Age may be used to determine distribution
     rights and/or vesting rights. The Plan is not required to have an Early
     Retirement Age.

22.58 EARNED INCOME. Earned Income is the net earnings from self-employment in
     the trade or business with respect to which the Plan is established, and
     for which personal services of the individual are a material
     incomeproducing factor. Net earnings will be determined without regard to
     items not included in gross income and the deductions allocable to such
     items. Net earnings are reduced by contributions by the Employer to a
     qualified plan to the extent deductible under Code Section 404. Net
     earnings shall be determined after the deduction allowed to the taxpayer by
     Code Section 164(f). If Included Compensation is defined to exclude any
     items of Compensation (other than Elective Deferrals), then for purposes of
     determining the Included Compensation of a Self-Employed Individual, Earned
     Income shall be adjusted by multiplying Earned Income by the percentage of
     Total Compensation that is included for the Eligible Participants who are
     Nonhighly Compensated Employees. The percentage is determined by
     calculating the percentage of each Nonhighly Compensated Eligible
     Participant's Total Compensation that is included in the definition of
     Included Compensation and averaging those percentages.

22.59 EFFECTIVE DATE. The date this Plan, including any restatement or amendment
     of this Plan, is effective. Where the Plan is restated or amended, a
     reference to Effective Date is the effective date of the restatement or
     amendment, except where the context indicates a reference to an earlier
     Effective Date. If this Plan is retroactively effective, the provisions of
     this Plan generally control. However, if the provisions of this Plan are
     different from the provisions of the Employer's prior plan and, after the
     retroactive Effective Date of this Plan, the Employer operated in
     compliance with the provisions of the prior plan, the provisions of such
     prior plan are incorporated into this Plan for purposes of determining
     whether the Employer operated the Plan in compliance with its terms,
     provided operation in compliance with the terms of the prior plan do not
     violate any qualification requirements under the Code, regulations or other
     IRS guidance.

     The Employer may designate special effective dates for individual
     provisions under the Plan where provided in the Agreement or under Appendix
     A of the Agreement. If one or more qualified retirement plans have been
     merged into this Plan, the provisions of the merging plan(s) will remain in
     full force and effect until the Effective Date of the plan merger(s),
     unless provided otherwise under Appendix A-12 of the Agreement [Appendix
     A-16 of the 401(k) Agreement]. See Section 20.1 for special effective date
     provisions relating to the changes required under the GUST Legislation.

22.60 ELAPSED TIME METHOD. The Elapsed Time Method is a special method for
     crediting service for eligibility, vesting or for applying the allocation
     conditions under Part 4 of the Agreement. To apply the Elapsed Time Method
     for eligibility or vesting, the Employer must elect the Elapsed Time Method
     under Part 7 of the Agreement. To apply the Elapsed Time Method to
     determine an Employee's eligibility for an allocation under the Plan, the
     Employer must elect the Elapsed Time Method under Part 4, #15.e. of the
     Nonstandardized Agreement [Part 4B, #19.e. and/or Part 4C, #24.e. of the
     Nonstandardized 401(k) Agreement]. (See Section 6.5(b) for more information
     on the Elapsed Time Method of crediting service for eligibility and vesting
     and Section 2.6(c) for information on the Elapsed Time Method for
     allocation conditions.)

22.61 ELECTIVE DEFERRALS. Section 401(k) Deferrals, salary reduction
     contributions to a SEP described in Code Sections 408(k)(6) and
     402(h)(1)(B) (sometimes referred to as a SARSEP), contributions made
     pursuant to a Salary Reduction Agreement to a contract, custodial account
     or other arrangement described in Code Section 403(b), and elective
     contributions made to a SIMPLE-IRA plan, as described in Code Section
     408(p). Elective Deferrals shall not include any amounts properly
     distributed as an Excess Amount under Section 415 of the Code.

22.62 ELIGIBILITY COMPUTATION PERIOD. The 12-consecutive month period used for
     measuring whether an Employee completes a Year of Service for eligibility
     purposes. An Employee's initial Eligibility Computation Period always
     begins on the Employee's Employment Commencement Date. Subsequent
     Eligibility Computation Periods are measured under the Shift-to-Plan-Year
     Method or the Anniversary Year Method. See Section 1.4(c).

22.63 ELIGIBLE PARTICIPANT. Except as provided under Part 1, #6 of the
     Agreement, an Employee (other than an Excluded Employee) becomes an
     Eligible Participant on the appropriate Entry Date (as selected under Part
     2 of the Agreement) following satisfaction of the Plan's minimum age and
     service conditions (as designated in Part 1 of the Agreement). See Article
     1 for the rules regarding participation under the Plan.

     For purposes of the 401(k) Agreement, an Eligible Participant is any
     Employee (other than an Excluded Employee) who has satisfied the Plan's
     minimum age and service conditions designated in Part 1 of the Agreement
     with respect to a particular contribution. With respect to Section 401(k)
     Deferrals or Employee After-Tax Contributions, an Employee who has
     satisfied the eligibility conditions under Part 1 of the Agreement for
     making Section 401(k) Deferrals or Employee After-Tax Contribution is an
     Eligible Participant with respect to such contributions, even if the
     Employee chooses not to actually make any such contributions. With respect
     to Employer Matching Contributions, an Employee who has satisfied the
     eligibility conditions under Part 1 of the Agreement for receiving such
     contributions is an Eligible Participant with respect to such
     contributions, even if the Employee does not receive an Employer Matching
     Contribution (including forfeitures) because of the Employee's failure to
     make Section 401(k) Deferrals or Employee After-Tax Contributions, as
     applicable.

22.64 ELIGIBLE ROLLOVER DISTRIBUTION. An amount distributed from the Plan that
     is eligible for rollover to an Eligible Retirement Plan. See Section
     8.8(a).

22.65 ELIGIBLE RETIREMENT PLAN. A qualified retirement plan or IRA that may
     receive a rollover contribution. See Section 8.8(b).

22.66 EMPLOYEE. An Employee is any individual employed by the Employer
     (including any Related Employers). An independent contractor is not an
     Employee. An Employee is not eligible to participate under the Plan if the
     individual is an Excluded Employee under Section 1.2. (See Section 1.3 for
     rules regarding coverage of Employees of Related Employers.) For purposes
     of applying the provisions under this Plan, a Self-Employed Individual
     (including a partner in a partnership) is treated as an Employee. A Leased
     Employee is also treated as an Employee of the recipient organization, as
     provided in Section 1.2(b).

22.67 EMPLOYEE AFTER-TAX CONTRIBUTION ACCOUNT. The portion of the Participant's
     Account attributable to Employee After-Tax Contributions.

22.68 EMPLOYEE AFTER-TAX CONTRIBUTIONS. Employee After-Tax Contributions are
     contributions made to the Plan by or on behalf of a Participant that is
     included in the Participant's gross income in the year in which made and
     that is maintained under a separate Employee After-Tax Contribution Account
     to which earnings and losses are allocated. Employee After-Tax
     Contributions may only be made under the Nonstandardized 401(k) Agreement.
     See Section 3.1.

22.69 EMPLOYER. Except as otherwise provided, Employer means the Employer
     (including a Co-Sponsor) that adopts this Plan and any Related Employer.
     (See Section 1.3 for rules regarding coverage of Employees of Related
     Employers. Also see Section 11.8 for operating rules when the Employer is a
     member of a Related Employer group, and Article 21 for rules that apply to
     Related Employers that execute a Co-Sponsor Adoption Page under the
     Agreement.)

22.70 EMPLOYER CONTRIBUTION ACCOUNT. If this Plan is a profit sharing plan
     (other than a 401(k) plan), a money purchase plan or a target benefit plan,
     the Employer Contribution Account is the portion of the Participant's
     Account attributable to contributions made by the Employer. If this is a
     401(k) plan, the Employer Contribution Account is the portion of the
     Participant's Account attributable to Employer Nonelective Contributions,
     other than QNECs or Safe Harbor Nonelective Contributions.

22.71 EMPLOYER CONTRIBUTIONS. If this Plan is a profit sharing plan (other than
     a 401(k) plan), a money purchase plan or a target benefit plan, Employer
     Contributions are any contributions the Employer makes pursuant to Part 4
     of to the Agreement. If this Plan is a 401(k) plan, Employer Contributions
     include Employer Nonelective Contributions and Employer Matching
     Contributions, including QNECs, QMACs and Safe Harbor Contributions that
     the Employer makes under the Plan. Employer Contributions also include any
     Section 401(k) Deferrals an Employee makes under the Plan, unless the Plan
     expressly provides for different treatment of Section 401(k) Deferrals.

22.72 EMPLOYER MATCHING CONTRIBUTION ACCOUNT. The portion of the Participant's
     Account attributable to Employer Matching Contributions, other than QMACs
     or Safe Harbor Matching Contributions.

22.73 EMPLOYER MATCHING CONTRIBUTIONS. Contributions made by the Employer on
     behalf of a Participant on account of Section 401(k) Deferrals or Employee
     After-Tax Contributions made by such Participant, as designated under Parts
     4B(b) of the 401(k) Agreement. Employer Matching Contributions may only be
     made under the 401(k) Agreement. Employer Matching Contributions also
     include any QMACs the Employer makes pursuant to Part 4B, #18 of the 401(k)
     Agreement and any Safe Harbor Matching Contributions the Employer makes
     pursuant to Part 4E of the 401(k) Agreement. See Section 2.3(b).

22.74 EMPLOYER NONELECTIVE CONTRIBUTIONS. Contributions made by the Employer on
     behalf of Eligible Participants under the 401(k) Plan, as designated under
     Part 4C of the 401(k) Agreement. Employer Nonelective Contributions also
     include any QNECs the Employer makes pursuant to Part 4C, #22


64

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     of the 401(k) Agreement and any Safe Harbor Nonelective Contributions the
     Employer makes pursuant to Part 4E of the 401(k) Agreement. See Section
     2.3(d).

22.75 EMPLOYMENT COMMENCEMENT DATE. The date the Employee first performs an Hour
     of Service for the Employer. For purposes of applying the Elapsed Time
     rules under Section 6.5(b), an Hour of Service is limited to an Hour of
     Service as described in Section 22.101(a).

22.76 EMPLOYMENT PERIOD. The period as defined in Part 3, #11.c. of the target
     benefit plan Agreement used to determine an Employee's Average
     Compensation. See Section 2.5(d)(1)(iii).

22.77 ENTRY DATE. The date on which an Employee becomes an Eligible Participant
     upon satisfying the Plan's minimum age and service conditions. See Section
     1.5.

22.78 EQUIVALENCY METHOD. An alternative method for crediting Hours of Service
     for purposes of eligibility and vesting. To apply, the Employer must elect
     the Equivalency Method under Part 7 of the Agreement. See Section 6.5(a)
     for a more detailed discussion of the Equivalency Method.

22.79 ERISA. The Employee Retirement Income Security Act of 1974, as amended.

22.80 EXCESS AGGREGATE CONTRIBUTIONS. Amounts which are distributed to correct
     the ACP Test. See Section 17.7(c).

22.81 EXCESS AMOUNT. Amounts which exceed the Annual Additions Limitation. See
     Section 7.4(c).

22.82 EXCESS COMPENSATION. The amount of Included Compensation which exceeds the
     Integration Level. Excess Compensation is used for purposes of applying the
     Permitted Disparity allocation formula under the profit sharing or 401(k)
     plan Agreement (see Section 2.2(b)(2)) or under the money purchase plan
     Agreement (see Section 2.4(c)) or for applying the Integration Formulas
     under the target benefit plan Agreement (see Section 2.5(d)(3)).

22.83 EXCESS CONTRIBUTIONS. Amounts which are distributed to correct the ADP
     Test. See Section 17.7(d).

22.84 EXCESS DEFERRALS. Elective Deferrals that are includible in a
     Participant's gross income because they exceed the dollar limitation under
     Code Section 402(g). Excess Deferrals made to this Plan shall be treated as
     Annual Additions under the Plan, unless such amounts are distributed no
     later than the first April 15 following the close of the Participant's
     taxable year for which the Excess Deferrals are made. See Section 17.1.

22.85 EXCLUDED EMPLOYEE. An Employee who is excluded under Part 1, #4 of the
     Agreement. See Section 1.2.

22.86 FAIL-SAFE COVERAGE PROVISION. A correction provision that permits the Plan
     to automatically correct a coverage violation resulting from the
     application of a last day of employment or Hours of Service allocation
     condition. See Section 2.7.

22.87 FAVORABLE IRS LETTER. A notification letter or opinion letter issued by
     the IRS to a Prototype Sponsor as to the qualified status of a Prototype
     Plan. A separate Favorable IRS Letter is issued with respect to each
     Agreement offered under the Prototype Plan. If the term is used to refer to
     a letter issued to an Employer with respect to its adoption of this
     Prototype Plan, such letter is a determination letter issued by the IRS.

22.88 FIVE-PERCENT OWNER. An individual who owns (or is considered as owning
     within the meaning of Code Section 318) more than 5 percent of the
     outstanding stock of the Employer or stock possessing more than 5 percent
     of the total combined voting power of all stock of the Employer. If the
     Employer is not a corporation, a Five-Percent Owner is an individual who
     owns more than 5 percent of the capital or profits interest of the
     Employer.

22.89 FIVE-YEAR FORFEITURE BREAK IN SERVICE. A Break in Service rule under which
     a Participant's nonvested benefit may be forfeited. See Section 4.6(b).

22.90 FLAT BENEFIT. A Nonintegrated Benefit Formula under Part 4 of the target
     benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation. See Section 2.5(c)(1)(i).

22.91 FLAT EXCESS BENEFIT. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation plus a specified percentage of
     Excess Compensation. See Section 2.5(c)(2)(i).

22.92 FLAT OFFSET BENEFIT. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation which is offset by a specified
     percentage of Offset Compensation. See Section 2.5(c)(2)(iii).

22.93 FORMER RELATED EMPLOYER. A Related Employer (as defined in Section 22.164)
     that ceases to be a Related Employer because of an acquisition or
     disposition of stock or assets, a merger or similar transaction. See
     Section 21.4 for the effect when a Co-Sponsor becomes a Former Related
     Employer.

22.94 FOUR-STEP FORMULA. A method for allocating certain Employer Contributions
     under the Permitted Disparity Method. See Section 2.2(b)(2)(ii).

22.95 GENERAL TRUST ACCOUNT. The Plan assets under a Trust which are held for
     the benefit of all Plan Participants as a pooled investment. See Section
     13.4(a).

22.96 GUST LEGISLATION. Refers to the Uruguay Round Agreements Act (GATT), the
     Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA),
     the Small Business Job Protection Act of 1996 (SBJPA), the Taxpayer Relief
     Act of 1997 (TRA `97) and the Internal Revenue Service Restructuring and
     Reform Act of 1998. See Article 20 for special rules for demonstrating
     compliance with the qualification changes under the GUST Legislation.

22.97 HARDSHIP. A heavy and immediate financial need which meets the
     requirements of Section 8.6.

22.98 HIGHEST AVERAGE COMPENSATION. A term used to apply the combined plan limit
     under Code Section 415(e). See Section 7.5(b)(3).

22.99 HIGHLY COMPENSATED EMPLOYEE. The definition of Highly Compensated Employee
     under this Section is effective for Plan Years beginning after December 31,
     1996. For Plan Years beginning before January 1, 1997, Highly Compensated
     Employees are determined under Code Section 414(q) as in effect at that
     time.

     (A) DEFINITION. An Employee is a Highly Compensated Employee for a Plan
     Year if he/she:

          (1) is a Five-Percent Owner (as defined in Section 22.88) at any time
          during the Determination Year or the Lookback Year; or

          (2) has Total Compensation from the Employer for the Lookback Year in
          excess of $80,000 (as adjusted) and, if elected under Part 13, #50.a.
          of the Agreement [Part 13, #68.a. of the 401(k) Agreement], is in the
          Top-Paid Group for the Lookback Year. If the Employer does not
          specifically elect to apply the Top-Paid Group Test, the Highly
          Compensated Employee definition will be applied without regard to
          whether an Employee is in the Top-Paid Group. The $80,000 amount is
          adjusted at the same time and in the same manner as under Code Section
          415(d), except that the base period is the calendar quarter ending
          September 30, 1996.

     (B) OTHER DEFINITIONS. The following definitions apply for purposes of
     determining Highly Compensated Employee status under this Section 22.99.

          (1) DETERMINATION YEAR. The Plan Year for which the Highly Compensated
          Employee determination is being made.

          (2) LOOKBACK YEAR. Unless the Calendar Year Election (or Old-Law
          Calendar Year Election) applies, the Lookback Year is the 12-month
          period immediately preceding the Determination Year.

          (3) TOTAL COMPENSATION. Total Compensation as defined under Section
          22.197.

          (4) TOP-PAID GROUP. An Employee is in the Top-Paid Group for purposes
          of applying the Top-Paid Group Test if the Employee is one of the top
          20% of Employees ranked by Total Compensation. In determining the
          Top-Paid Group, any reasonable method of rounding or tie-breaking is
          permitted. For purposes of determining the number of Employees in the
          Top-Paid Group for any year, Employees described in Code Section
          414(q)(5) or applicable regulations may be excluded.

          (5) CALENDAR YEAR ELECTION. If the Plan Year elected under the
          Agreement is not the calendar year, for purposes of applying the
          Highly Compensated Employee test under subsection (a)(2) above, the
          Employer may elect under Part 13, #50.b. of the Agreement [Part 13,
          #68.b. of the 401(k) Agreement] to substitute for the Lookback Year
          the calendar year that begins in the Lookback Year. The Calendar Year
          Election does not apply for purposes of applying the Five-Percent
          Owner test under subsection (a)(1) above. If the Employer does not
          specifically elect to apply the Calendar Year Election, the Calendar
          Year Election does not apply. The Calendar Year Election should not be
          selected if the Plan is using a calendar Plan Year.

          (6) OLD-LAW CALENDAR YEAR ELECTION. A special election available under
          section 1.414(q)-1T of the temporary Income Tax Regulations and
          provided for in Notice 97-45 for the Plan Year beginning in 1997 which
          permitted the Employer to substitute the calendar year beginning with
          or within the Plan Year for the Lookback Year in applying subsections
          (a)(1) and (a)(2) above. If the 1997 Plan Year was a calendar year,
          the effect of the Old-Law Calendar Year Election was to treat the
          Determination Year and the Lookback Year as the same 12-month period.
          The Employer may elect to apply the Old-Law Calendar Year Election
          under Appendix B-1.c. of the Agreement. See Section 20.2(c).


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     (C) APPLICATION OF HIGHLY COMPENSATED EMPLOYEE DEFINITION. In determining
     whether an Employee is a Highly Compensated Employee for years beginning in
     1997, the amendments to Code section 414(q) as described above are treated
     as having been in effect for years beginning in 1996. In determining an
     Employee's status as a highly compensated former employee, the rules for
     the applicable Determination Year apply in accordance with section
     1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Notice 97-45.

22.100 HIGHLY COMPENSATED EMPLOYEE GROUP. The group of Highly Compensated
     Employees who are included in the ADP Test and/or the ACP Test. See Section
     17.7(e).

22.101 HOUR OF SERVICE. Each Employee will receive credit for each Hour of
     Service as defined in this Section 22.101. An Employee will not receive
     credit for the same Hour of Service under more than one category listed
     below.

     (A) PERFORMANCE OF DUTIES. Hours of Service include each hour for which an
     Employee is paid, or entitled to payment, for the performance of duties for
     the Employer. These hours will be credited to the Employee for the
     computation period in which the duties are performed.

     (B) NONPERFORMANCE OF DUTIES. Hours of Service include each hour for which
     an Employee is paid, or entitled to payment, by the Employer on account of
     a period of time during which no duties are performed (irrespective of
     whether the employment relationship has terminated) due to vacation,
     holiday, illness, incapacity (including disability), layoff, jury duty,
     military duty or leave of absence. No more than 501 hours of service will
     be credited under this paragraph for any single continuous period (whether
     or not such period occurs in a single computation period). Hours under this
     paragraph will be calculated and credited pursuant to Section 2530.200b-2
     of the Department of Labor Regulations which is incorporated herein by this
     reference.

     (C) BACK PAY AWARD. Hours of Service include each hour for which back pay,
     irrespective of mitigation of damages, is either awarded or agreed to by
     the Employer. The same Hours of Service will not be credited both under
     subsection (a) or subsection (b), as the case may be, and under this
     subsection (c). These hours will be credited to the Employee for the
     computation period or periods to which the award or agreement pertains
     rather than the computation period in which the award, agreement or payment
     is made.

     (D) RELATED EMPLOYERS/LEASED EMPLOYEES. For purposes of crediting Hours of
     Service, all Related Employers are treated as a single Employer. Hours of
     Service will be credited for employment with any Related Employer. Hours of
     Service also include hours credited as a Leased Employee for a recipient
     organization.

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

22.102 INCLUDED COMPENSATION. Total Compensation, as modified under Part 3, #10
     of the Agreement, used to determine allocations of contributions and
     forfeitures. Under the Nonstandardized Agreement, Included Compensation
     generally includes amounts an Employee earns with a Related Employer that
     has not executed a Co-Sponsor Adoption Page under the Agreement. However,
     the Employer may elect under Part 3, #10.b.(7) of the Nonstandardized
     Agreement [Part 3, #10.i. of the Nonstandardized 401(k) Agreement] to
     exclude all amounts earned with a Related Employer that has not executed a
     Co-Sponsor Adoption Page. Under the Standardized Agreement, Included
     Compensation always includes all compensation earned with all Related
     Employers, without regard to whether the Related Employer executes the
     Co-Sponsor Adoption Page. (See Section 21.5.) In no case may Included
     Compensation for any Participant exceed the Compensation Dollar Limitation
     as defined in Section 22.32. Included Compensation does not include any
     amounts earned while an individual is an Excluded Employee (as defined in
     Section 1.2 of this BPD).

     The Employer may select under Part 3, #10 of the 401(k) Agreement to
     provide a different definition of Included Compensation for determining
     Section 401(k) Deferrals, Employer Matching Contributions and Employer

     Nonelective Contributions. Unless otherwise provided in Part 3, #10.j. of
     the Nonstandardized 401(k) Agreement, the definition of Included
     Compensation chosen for Section 401(k) Deferrals also applies to any
     Employee After-Tax Contributions and to any Safe Harbor Contributions
     designated under Part 4E of the Agreement; the definition of Included
     Compensation chosen for Employer Matching Contributions also applies to any
     QMACs; and the definition of Included Compensation chosen for Employer
     Nonelective Contributions also applies to any QNECs.

     The Employer may elect to exclude from the definition of Included
     Compensation any of the amounts permitted under Part 3, #10 of the
     Agreement. However, to use the same definition of compensation for purposes
     of nondiscrimination testing, the definition of Included Compensation must
     satisfy the nondiscrimination requirements of Code Section 414(s). The
     definition of Included Compensation will be deemed to be nondiscriminatory
     under Code Section 414(s) if the only amounts excluded are amounts under
     Part 3, #10.b.(1) - (3) of the Nonstandardized Agreement [Part 3, #10.c. -
     e. of the Nonstandardized 401(k) Agreement]. Any other exclusions could
     cause the definition of Included Compensation to fail to satisfy the
     nondiscrimination requirements of Code Section 414(s). If the definition of
     Included Compensation fails to satisfy the nondiscrimination requirements
     of Code Section 414(s), additional nondiscrimination testing may have to be
     performed to demonstrate compliance with the nondiscrimination
     requirements. The definition of Included Compensation under the
     Standardized Agreements must satisfy the nondiscrimination requirements
     under Code Section 414(s).

     If the Plan uses a Permitted Disparity Method under Part 4 of the Agreement
     or if the Plan is a Safe Harbor 401(k) Plan, the definition of Included
     Compensation must satisfy the nondiscrimination requirements under Code
     Section 414(s). Therefore, any exclusions from Included Compensation under
     Part 3, #10.b.(4) - (8) of the Nonstandardized Agreement [Part 3, #10.f. -
     j. of the Nonstandardized 401(k) Agreement] will apply only to Highly
     Compensated Employees, unless specifically provided otherwise under Part 3,
     #10.b.(8). of the Nonstandardized Agreement [Part 3, #10.j. of the
     Nonstandardized 401(k) Agreement].

     The Employer may elect under Part 3, #10.b.(1) of the Agreement [Part 3,
     #10.c. of the 401(k) Agreement] to exclude Elective Deferrals, pre-tax
     contributions to a cafeteria plan or a Code Section 457 plan, and qualified
     transportation fringes under Code Section 132(f)(4). Generally, the
     exclusion of qualified transportation fringes is effective for Plan Years
     beginning on or after January 1, 2001. However, the Employer may elect an
     earlier effective date under Appendix B-3.c. of the Agreement.

22.103 INSURER. An insurance company that issues a life insurance policy on
     behalf of a Participant under the Plan in accordance with the requirements
     under Article 15.

22.104 INTEGRATED BENEFIT FORMULA. A benefit formula under Part 4 of the target
     benefit plan Agreement that takes into account an Employee's Social
     Security benefits. See Section 2.5(c)(2).

22.105 INTEGRATION LEVEL. The amount used for purposes of applying the Permitted
     Disparity Method allocation formula (or the Integrated Benefit Formulas
     under the target benefit plan Agreement). The Integration Level is the
     Taxable Wage Base, unless the Employer designates a different amount under
     Part 4 of the Agreement.

22.106 INVESTMENT MANAGER. A person (other than the Trustee) who (a) has the
     power to manage, acquire or dispose of Plan assets, (b) is an investment
     adviser, a bank or an insurance company as described in Section 3(38)(B) of
     ERISA, and (c) acknowledges fiduciary responsibility to the Plan in
     writing.

22.107 KEY EMPLOYEE. Employees who are taken into account for purposes of
     determining whether the Plan is a Top-Heavy Plan. See Section 16.3(c).

22.108 LEASED EMPLOYEE. An individual who performs services for the Employer
     pursuant to an agreement between the Employer and a leasing organization,
     and who satisfies the definition of a Leased Employee under Code Section
     414(n). See Section 1.2(b) for rules regarding the treatment of a Leased
     Employee as an Employee of the Employer.

22.109 LIFE EXPECTANCY. A Participant's and/or Designated Beneficiary's life
     expectancy used for purposes of determining required minimum distributions
     under the Plan. See Section 10.3(e).

22.110 LIMITATION YEAR. The measuring period for determining whether the Plan
     satisfies the Annual Additions Limitation under Section 7.4(d).

22.111 LOOKBACK YEAR. The 12-month period immediately preceding the current Plan
     Year during which an Employee's status as Highly Compensated Employee is
     determined. See Section 22.99(b)(2).

22.112 MAXIMUM DISPARITY PERCENTAGE. The maximum amount by which the designated
     percentage of Excess Compensation under an Excess Benefit formula under
     Part 4 of the target benefit plan Agreement may exceed the designated
     percentage of Average Compensation. See Section 2.5(c)(3)(i).


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22.113 MAXIMUM OFFSET PERCENTAGE. The maximum amount that may be designated as
     the offset percentage under an Offset Benefit formula under Part 4 of the
     target benefit plan Agreement. See Section 2.5(c)(3)(ii).

22.114 MAXIMUM PERMISSIBLE AMOUNT. The maximum amount that may be allocated to a
     Participant's Account within the Annual Additions Limitation. See Section
     7.4(e).

22.115 MEASURING PERIOD. The period for which Average Compensation or Offset
     Compensation is measured under the target benefit plan Agreement. Unless
     elected otherwise under Part 3, #11.b. or Part 3, #12.a. of the target
     benefit plan Agreement, as applicable, the Measuring Period is the Plan
     Year (or the 12-month period ending on the last day of the Plan Year for a
     short Plan Year). See Sections 2.5(d)(1)(ii) and 2.5(d)(5)(i).

22.116 MULTIPLE USE TEST. A special nondiscrimination test that applies when the
     Plan must perform both the ADP Test and the ACP Test in the same Plan Year.
     See Section 17.4.

22.117 NAMED FIDUCIARY. The Plan Administrator or other fiduciary named by the
     Plan Administrator to control and manage the operation and administration
     of the Plan. To the extent authorized by the Plan Administrator, a Named
     Fiduciary may delegate its responsibilities to a third party or parties.
     The Employer shall also be a Named Fiduciary.

22.118 NET PROFITS. The Employer's net income or profits that may be used to
     limit the amount of Employer Contributions made under the Plan. See Section
     2.2(a)(2).

22.119 NEW RELATED EMPLOYER. An organization that becomes a Related Employer (as
     defined in Section 22.164) with the Employer by reason of an acquisition or
     disposition of stock or assets, a merger or similar transaction. See
     Section 21.5 for special procedures under a Standardized Agreement when
     there is a New Related Employer.

22.120 NONHIGHLY COMPENSATED EMPLOYEE. Any Employee who is not a Highly
     Compensated Employee. See Section 22.99 for the definition of Highly
     Compensated Employee.

22.121 NONHIGHLY COMPENSATED EMPLOYEE GROUP. The group of Nonhighly Compensated
     Employees included in the ADP Test and/or the ACP Test. See Section
     17.7(f).

22.122 NONINTEGRATED BENEFIT FORMULA. A benefit formula under Part 4 of the
     target benefit plan Agreement that does not take into account an Employee's
     Social Security benefits. See Section 2.5(c)(1).

22.123 NON-KEY EMPLOYEE. Any Employee who is not a Key Employee. (See Section
     16.3(c).)

22.124 NONRESIDENT ALIEN EMPLOYEE. An Employee who is neither a citizen of the
     United States nor a resident of the United States for U.S. tax purposes (as
     defined in Code Section 7701(b)), and who does not have any earned income
     (as defined in Code Section 911) for the Employer that constitutes U.S.
     source income (within the meaning of Code Section 861). If a Nonresident
     Alien Employee has U.S. source income, he/she is treated as satisfying this
     definition if all of his/her U.S. source income from the Employer is exempt
     from U.S. income tax under an applicable income tax treaty.

22.125 NONSTANDARDIZED AGREEMENT. An Agreement under this Prototype Plan under
     which an adopting Employer may not rely on a Favorable IRS Letter issued to
     the Prototype Sponsor. In order to have reliance from the IRS that the form
     of the Plan as adopted by the Employer is qualified, the Employer must
     request a determination letter on the Plan.

22.126 NORMAL RETIREMENT AGE. The age selected under Part 5 of the Agreement. If
     a Participant's Normal Retirement Age is determined wholly or partly with
     reference to an anniversary of the date the Participant commenced
     participation in the Plan and/or the Participant's Years of Service, Normal
     Retirement Age is the Participant's age when such requirements are
     satisfied. If the Employer enforces a mandatory retirement age, the Normal
     Retirement Age is the lesser of that mandatory age or the age specified in
     the Agreement.

22.127 OFFSET COMPENSATION. The average of a Participant's annual Included
     Compensation during the three (3) consecutive Measuring Periods designated
     under Part 3, #12 of the target benefit plan Agreement. See Section
     2.5(d)(5) for a complete definition of Offset Compensation.

22.128 OFFSET BENEFIT FORMULA. A Flat Offset Benefit formula or a Unit Offset
     Benefit formula under Part 4 of the target benefit plan Agreement that
     provides for a Stated Benefit based on a percentage of Average Compensation
     offset by a percentage of Offset Compensation. See Section 2.5(c)(2)(iii)
     and (iv).

22.129 OLD-LAW CALENDAR YEAR ELECTION. A special election for determining the
     Lookback Year under the Highly Compensated Employee test that was available
     only for the 1997 Plan Year. See Section 22.99(b)(6).

22.130 OLD-LAW REQUIRED BEGINNING DATE. If so elected under Part 13, #52 of the
     Agreement [Part 13, #70 of the 401(k) Agreement], the date by which minimum
     distributions must commence under the Plan, as determined under Section
     10.3(a)(2).

22.131 OWNER-EMPLOYEE. A Self-Employed Individual (as defined in Section 22.180)
     who is a sole proprietor, or who is a partner owning more than 10 percent
     of either the capital or profits interest of the partnership.

22.132 PAIRED PLANS. Two or more Standardized Agreements that are designated as
     Paired Plans. See Section 19.6.

22.133 PARTICIPANT. A Participant is an Employee or former Employee who has
     satisfied the conditions for participating under the Plan. A Participant
     also includes any Employee or former Employee who has an Account Balance
     under the Plan, including an Account Balance derived from a rollover or
     transfer from another qualified plan or IRA. A Participant is entitled to
     share in an allocation of contributions or forfeitures under the Plan for a
     given year only if the Participant is an Eligible Participant as defined in
     Section 1.1, and satisfies the allocation conditions set forth in Section
     2.6 and Part 4 of the Agreement.

22.134 PERIOD OF SEVERANCE. A continuous period of time during which the
     Employee is not employed by the Employer and which is used to determine an
     Employee's Participation under the Elapsed Time Method. See Section
     6.5(b)(2).

22.135 PERMISSIVE AGGREGATION GROUP. Plans that are not required to be
     aggregated to determine whether the Plan is a Top-Heavy Plan. See Section
     16.3(d).

22.136 PERMITTED DISPARITY METHOD. A method for allocating certain Employer
     Contributions to Eligible Participants as designated under Part 4 of the
     Agreement. See Article 2.

22.137 PLAN. The retirement plan established or continued by the Employer for
     the benefit of its Employees under this Prototype Plan document. The Plan
     consists of the BPD and the elections made under the Agreement. If the
     Employer adopts more than one Agreement offered under this Prototype Plan,
     then each executed Agreement represents a separate Plan, unless the
     Agreement restates a previously executed Agreement.

22.138 PLAN ADMINISTRATOR. The person designated to be responsible for the
     administration and operation of the Plan. Unless otherwise designated by
     the Employer, the Plan Administrator is the Employer. If any Related
     Employer has executed a Co-Sponsor Adoption Page, the Employer referred to
     in this Section is the Employer that executes the Signature Page of the
     Agreement.

22.139 PLAN YEAR. The 12-consecutive month period for administering the Plan, on
     which the records of the Plan are maintained. The Employer must designate
     the Plan Year applicable to the Plan under the Agreement. If the Plan Year
     is amended, a Plan Year of less than 12 months may be created. If this is a
     new Plan, the first Plan Year begins on the Effective Date of the Plan. If
     the amendment of the Plan Year or the Effective Date of a new Plan creates
     a Plan Year that is less than 12 months long, there is a Short Plan Year.
     The existence of a Short Plan Year may be documented under the Plan Year
     definition on page 1 of the Agreement. See Section 11.7 for operating rules
     that apply to Short Plan Years.

22.140 PRE-AGE 35 WAIVER. A waiver of the QPSA before a Participant reaches age
     35. See Section 9.4(f).

22.141 PREDECESSOR EMPLOYER. An employer that previously employed the Employees
     of the Employer. See Section 6.7 for the rules regarding the crediting of
     service with a Predecessor Employer.

22.142 PREDECESSOR PLAN. A qualified plan maintained by the Employer that is
     terminated within the 5-year period immediately preceding or following the
     establishment of this Plan. A Participant's service under a Predecessor
     Plan must be counted for purposes of determining the Participant's vested
     percentage under the Plan. See Section 4.5(b)(1).

22.143 PRESENT VALUE. The current single-sum value of an Accrued Benefit under a
     Defined Benefit Plan.

22.144 PRESENT VALUE STATED BENEFIT. An amount used to determine the Employer
     Contribution under the target benefit plan Agreement. See Section
     2.5(b)(3).

22.145 PRIOR YEAR TESTING METHOD. A method for applying the ADP Test and/or the
     ACP Test. See Section 17.2(a)(1) for a discussion of the Prior Year Testing
     Method under the ADP Test and Section 17.3(a)(1) for a discussion of the
     Prior Year Testing Method under the ACP Test.

22.146 PRO RATA ALLOCATION METHOD. A method for allocating certain Employer
     Contributions to Eligible Participants under the Plan. See Article 2.

22.147 PROJECTED ANNUAL BENEFIT. An amount used in the numerator of the Defined
     Benefit Plan Fraction. See Section 7.5(b)(4).


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22.148 PROTECTED BENEFIT. A Participant's benefits which may not be eliminated
     by Plan amendment. Protected Benefits include early retirement benefits,
     retirement-type subsidies and optional forms of benefit (as defined under
     the regulations). See Section 18.1(c).

22.149 PROTOTYPE PLAN. A plan sponsored by a Prototype Sponsor the form of which
     is the subject of a Favorable IRS Letter from the Internal Revenue Service
     which is made up of a Basic Plan Document and an Adoption Agreement. An
     Employer may establish or continue a plan by executing an Adoption
     Agreement under this Prototype Plan.

22.150 PROTOTYPE SPONSOR. The Prototype Sponsor is the entity that maintains the
     Prototype Plan for adoption by Employers. See Section 18.1(a) for the
     ability of the Prototype Sponsor to amend this Plan.

22.151 QDRO -- QUALIFIED DOMESTIC RELATIONS ORDER. A domestic relations order
     that provides for the payment of all or a portion of the Participant's
     benefits to an Alternate Payee and satisfies the requirements under Code
     Section 414(p). See Section 11.5.

22.152 QJSA -- QUALIFIED JOINT AND SURVIVOR ANNUITY. A QJSA is an immediate
     annuity payable over the life of the Participant with a survivor annuity
     payable over the life of the spouse. If the Participant is not married as
     of the Distribution Commencement Date, the QJSA is an immediate annuity
     payable over the life of the Participant. See Section 9.2.

22.153 QMAC ACCOUNT. The portion of a Participant's Account attributable to
     QMACs.

22.154 QMACS -- QUALIFIED MATCHING CONTRIBUTIONS. An Employer Matching
     Contribution made by the Employer that satisfies the requirements under
     Section 17.7(g).

22.155 QNEC ACCOUNT. The portion of a Participant's Account attributable to
     QNECs.

22.156 QNECS -- QUALIFIED NONELECTIVE CONTRIBUTIONS. An Employer Nonelective
     Contribution made by the Employer that satisfies the requirements under
     Section 17.7(h).

22.157 QPSA -- QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. A QPSA is an annuity
     payable over the life of the surviving spouse that is purchased using 50%
     of the Participant's vested Account Balance as of the date of death. The
     Employer may modify the 50% QPSA level under Part 11, #41.b. of the
     Agreement [Part 11, #59.b. of the 401(k) Agreement]. See Section 9.3.

22.158 QPSA ELECTION PERIOD. The period during which a Participant (and the
     Participant's spouse) may waive the QPSA under the Plan. See Section
     9.4(e).

22.159 QUALIFIED ELECTION. An election to waive the QJSA or QPSA under the Plan.
     See Section 9.4(d).

22.160 QUALIFIED TRANSFER. A plan-to-plan transfer which meets the requirements
     under Section 3.3(d).

22.161 QUALIFYING EMPLOYER REAL PROPERTY. Real property of the Employer which
     meets the requirements under ERISA Section 407(d)(4). See Section 13.5(b)
     for limitations on the ability of the Plan to invest in Qualifying Employer
     Real Property.

22.162 QUALIFYING EMPLOYER SECURITIES. An Employer security which is stock, a
     marketable obligation or interest in a publicly traded partnership as
     described in ERISA Section 407(d)(5). See Section 13.5(b) for limitations
     on the ability of the Plan to invest in Qualifying Employer Securities.

22.163 REEMPLOYMENT COMMENCEMENT DATE. The first date upon which an Employee is
     credited with an Hour of Service following a Break in Service (or Period of
     Severance, if the Plan is using the Elapsed Time Method of crediting
     service). For purposes of applying the Elapsed Time rules under Section
     6.5(b), an Hour of Service is limited to an Hour of Service as described in
     Section 22.101(a).

22.164 RELATED EMPLOYER. Includes all members of a controlled group of
     corporations (as defined in Code Section 414(b)), all commonly controlled
     trades or businesses (as defined in Code Section 414(c)) or affiliated
     service groups (as defined in Code Section 414(m)) of which the adopting
     Employer is a part, and any other entity required to be aggregated with the
     Employer pursuant to regulations under Code Section 414(o). For purposes of
     applying the provisions under this Plan, the Employer and any Related
     Employers are treated as a single Employer, unless specifically stated
     otherwise. See Section 11.8 for operating rules that apply when the
     Employer is a member of a Related Employer group.

22.165 REQUIRED AGGREGATION GROUP. Plans which must be aggregated for purposes
     of determining whether the Plan is a Top-Heavy Plan. See Section 16.3(f).

22.166 REQUIRED BEGINNING DATE. The date by which minimum distributions must
     commence under the Plan. See Section 10.3(a).

22.167 REVERSE QNEC METHOD. A method for allocating QNECs under the Plan. See
     Section 2.3(e)(2).

22.168 ROLLOVER CONTRIBUTION ACCOUNT. The portion of the Participant's Account
     attributable to a Rollover Contribution from another qualified plan or IRA.

22.169 ROLLOVER CONTRIBUTION. A contribution made by an Employee to the Plan
     attributable to an Eligible Rollover Distribution from another qualified
     plan or IRA. See Section 8.8(a) for the definition of an Eligible Rollover
     Distribution.

22.170 RULE OF PARITY BREAK IN SERVICE. A Break in Service rule used to
     determine an Employee's Participation under the Plan. See Section 1.6(a)
     for the effect of the Rule of Parity Break in Service on eligibility to
     participate under the Plan and see Section 4.6(c) for the application for
     the effect of the Rule of Parity Break in Service Rule on vesting.

22.171 SAFE HARBOR 401(K) PLAN. A 401(k) plan that satisfies the conditions
     under Section 17.6.

22.172 SAFE HARBOR CONTRIBUTION. A contribution authorized under Part 4E of the
     401(k) Agreement that allows the Plan to qualify as a Safe Harbor 401(k)
     Plan. A Safe Harbor Contribution may be a Safe Harbor Matching Contribution
     or a Safe Harbor Nonelective Contribution.

22.173 SAFE HARBOR MATCHING CONTRIBUTION ACCOUNT. The portion of a Participant's
     Account attributable to Safe Harbor Matching Contributions.

22.174 SAFE HARBOR MATCHING CONTRIBUTIONS. An Employer Matching Contribution
     that satisfies the requirements under Section 17.6(a)(1)(i).

22.175 SAFE HARBOR NONELECTIVE CONTRIBUTION ACCOUNT. The portion of a
     Participant's Account attributable to Safe Harbor Nonelective
     Contributions.

22.176 SAFE HARBOR NONELECTIVE CONTRIBUTIONS. An Employer Nonelective
     Contribution that satisfies the requirements under Section 17.6(a)(1)(ii).

22.177 SALARY REDUCTION AGREEMENT. A written agreement between an Eligible
     Participant and the Employer, whereby the Eligible Participant elects to
     reduce his/her Included Compensation by a specific dollar amount or
     percentage and the Employer agrees to contribute such amount into the
     401(k) Plan. A Salary Reduction Agreement may require that an election be
     stated in specific percentage increments (not greater than 1% increments)
     or in specific dollar amount increments (not greater than dollar increments
     that could exceed 1% of Included Compensation).

     A Salary Reduction Agreement may not be effective prior to the later of:
     (a) the date the Employee becomes an Eligible Participant; (b) the date the
     Eligible Participant executes the Salary Reduction Agreement; or (c) the
     date the 401(k) plan is adopted or effective. A Salary Reduction Agreement
     is valid even though it is executed by an Employee before he/she actually
     has qualified as an Eligible Participant, so long as the Salary Reduction
     Agreement is not effective before the date the Employee is an Eligible
     Participant. A Salary Reduction Agreement may only apply to Included
     Compensation that becomes currently available to the Employee after the
     effective date of the Salary Reduction Agreement.

     A Salary Reduction Agreement (or other written procedures) must designate a
     uniform period during which an Employee may change or terminate his/her
     deferral election under the Salary Reduction Agreement. An Eligible
     Participant's right to change or terminate a Salary Reduction Agreement may
     not be available on a less frequent basis than once per Plan Year.

22.178 SECTION 401(K) DEFERRAL ACCOUNT. The portion of a Participant's Account
     attributable to Section 401(k) Deferrals.

22.179 SECTION 401(K) DEFERRALS. Amounts contributed to the 401(k) Plan at the
     election of the Participant, in lieu of cash compensation, which are made
     pursuant to a Salary Reduction Agreement or other deferral mechanism, and
     which are not includible in the gross income of the Employee pursuant to
     Code Section 402(e)(3). Section 401(k) Deferrals do not include any
     deferrals properly distributed as excess Annual Additions pursuant to
     Section 7.1(c)(2).

22.180 SELF-EMPLOYED INDIVIDUAL. An individual who has Earned Income (as defined
     in Section 22.58) for the taxable year from the trade or business for which
     the Plan is established, or an individual who would have had Earned Income
     but for the fact that the trade or business had no Net Profits for the
     taxable year.

22.181 SHAREHOLDER-EMPLOYEE. An Employee or officer of a subchapter S
     corporation who owns (or is considered as owning within the meaning of Code
     Section 318(a)(1)), on any day during the taxable year of such corporation,
     more than 5% of the outstanding stock of the corporation.

22.182 SHIFT-TO-PLAN-YEAR METHOD. The Shift-to-Plan-Year Method is a method for
     determining Eligibility Computation Periods, after an Employee's initial
     computation period. See Section 1.4(c)(1).


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22.183 SHORT PLAN YEAR. Any Plan Year that is less than 12 months long, either
     because of the amendment of the Plan Year, or because the Effective Date of
     a new Plan is less than 12 months prior to the end of the first Plan Year.
     See Section 11.7 for the operational rules that apply if the Plan has a
     Short Plan Year.

22.184 SOCIAL SECURITY RETIREMENT AGE. An Employee's retirement age as
     determined under Section 230 of the Social Security Retirement Act. See
     Section 2.5(d)(6).

22.185 STANDARDIZED AGREEMENT. An Agreement under this Prototype Plan that
     permits the adopting Employer to rely under certain circumstances on the
     Favorable IRS Letter issued to the Prototype Sponsor without the need for
     the Employer to obtain a determination letter.

22.186 STATED BENEFIT. The amount determined in accordance with the benefit
     formula selected in Part 4 of the target benefit plan Agreement, payable
     annually as a Straight Life Annuity commencing at Normal Retirement Age (or
     current age, if later). See Section 2.5(a).

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

22.188 SUCCESSOR PLAN. A Successor Plan is any Defined Contribution Plan, other
     than an ESOP, SEP or SIMPLE-IRA plan, maintained by the Employer which
     prevents the Employer from making a distribution to Participants upon the
     termination of a 401(k) plan. See Section 18.2(b)(2).

22.189 TAXABLE WAGE BASE. The maximum amount of wages that are considered for
     Social Security purposes. The Taxable Wage Base is used to determine the
     Integration Level for purposes of applying the Permitted Disparity Method
     allocation formula under the profit sharing or 401(k) plan Agreement (see
     Section 2.2(b)(2)) or under the money purchase plan Agreement (see Section
     2.4(c)) or for applying the Integrated Benefit Formulas under the target
     benefit plan Agreement (see Section 2.5(d)(9)).

22.190 TESTING COMPENSATION. The compensation used for purposes of the ADP Test,
     the ACP Test and the Multiple Use Test. See Section 17.7(i).

22.191 THEORETICAL RESERVE. An amount used to determine the Employer
     Contribution under the target benefit plan Agreement. See Section
     2.5(b)(4).

22.192 THREE PERCENT METHOD. A method for applying the ADP Test or the ACP Test
     for a new 401(k) Plan. See Section 17.2(b) for a discussion of the ADP Test
     for new plans and Section 17.3(b) for a discussion of the ACP Test for new
     plans.

22.193 TOP-PAID GROUP. The top 20% of Employees ranked by Total Compensation for
     purposes of applying the Top-Paid Group Test. See Section 22.99(b)(4).

22.194 TOP-PAID GROUP TEST. An optional test the Employer may apply when
     determining its Highly Compensated Employees. See Section 22.99(a)(2).

22.195 TOP-HEAVY PLAN. A Plan that satisfies the conditions under Section
     16.3(g). A Top-Heavy Plan must provide special accelerated vesting and
     minimum benefits to Non-Key Employees. See Section 16.2.

22.196 TOP-HEAVY RATIO. The ratio used to determine whether the Plan is a
     Top-Heavy Plan. See Section 16.3(h).

22.197 TOTAL COMPENSATION. Total Compensation is used to apply the Annual
     Additions Limitation under Section 7.1 and to determine the top-heavy
     minimum contribution under Section 16.2 (a). Total Compensation is either
     W-2 Wages, Withholding Wages or Code Section 415 Safe Harbor Compensation,
     as designated under Part 3 of the Agreement. For a Self-Employed
     Individual, each definition of Total Compensation means Earned Income.
     Except as otherwise provided under Sections 7.4(g)(4) and 16.3(i), each
     definition of Total Compensation (including Earned Income for Self-Employed
     Individuals) is increased to include Elective Deferrals (as defined in
     Section 22.61) and elective contributions to a cafeteria plan under Code
     Section 125 or to an eligible deferred compensation plan under Code Section
     457. For years beginning on or after January 1, 2001, each definition of
     Total Compensation also is increased to include elective contributions that
     are not includible in an Employee's gross income as a qualified
     transportation fringe under Code Section 132(f)(4). The Employer may elect
     an earlier effective date under Appendix B-3.c. of the Agreement.

     Unless modified under the Agreement, Total Compensation does not include
     amounts paid to an individual as severance pay to the extent such amounts
     are paid after the common-law employment relationship between the
     individual and the Employer has terminated. The Employer may modify the
     definition of Total Compensation under Part 13, #51.b. or c. of the
     Agreement [Part 13, #69.b. or c. of the 401(k) Agreement]. The Employer may
     elect under #51.b. or #69.b., as applicable, to modify the definition of
     Total Compensation to include imputed compensation of Disabled Employees as
     permitted under Section 7.4(g)(3) of this BPD. Additional modifications may
     be made under #51.c. or #69.c., as applicable. Any modification to the
     definition of Total Compensation must be consistent with the definition of
     compensation under Treas. Reg. Section 1.415-2(d).

     (a) W-2 WAGES. Wages within the meaning of 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 Code Section
     6041(d), 6051(a)(3) and 6052, determined without regard to any rules under
     Code Section 3401(a) that limit the remuneration included in wages based on
     the nature or location of the employment or the services performed.

     (B) WITHHOLDING WAGES. 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.

     (C) CODE Section 415 SAFE HARBOR COMPENSATION. A Participant's wages,
     salaries, fees for professional services and other amounts received for
     personal services actually rendered in the course of employment with the
     Employer (without regard to whether or not such amounts are paid in cash)
     to the extent that the amounts are includible in gross income. Such amounts
     include, but are not limited to, commissions, compensation for services on
     the basis of a percentage of profits, tips, bonuses, fringe benefits and
     reimbursements or other expense allowances under a nonaccountable plan (as
     described in Treas. Reg. Section 1.62-2(c)), and excluding the following:

          (1) Employer contributions to a plan of deferred compensation which
          are not includible in the Employee's gross income for the taxable year
          in which contributed, or Employer contributions (other than Elective
          Deferrals) under a SEP (as described in Code Section 408(k)), or any
          distributions from a plan of deferred compensation. For this purpose,
          Employer contributions to a plan of deferred compensation do not
          include Elective Deferrals (as defined in Section 22.61), elective
          contributions to a cafeteria plan under Code Section 125 or a deferred
          compensation plan under Code Section 457 and, for years beginning on
          or after January 1, 2001, qualified transportation fringes under Code
          Section 132(f)(4). The Employer may elect an earlier effective date
          for qualified transportation fringes under Appendix B-3.c. of the
          Agreement.

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

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

          (4) Other amounts which received special tax benefits, or
          contributions made by the Employer (other than Elective Deferrals)
          towards the purchase of an annuity contract described in Code Section
          403(b) (whether or not the contributions are actually excludable from
          the gross income of the Employee).

22.198 TRANSFER ACCOUNT. The portion of a Participant's Account attributable to
     a direct transfer of assets or liabilities from another qualified
     retirement plan. See Section 3.3 for the rules regarding the acceptance of
     a transfer of assets under this Plan.

22.199 TRUST. The Trust is the separate funding vehicle under the Plan.

22.200 TRUSTEE. The Trustee is the person or persons (or any successor to such
     person or persons) named in the Trustee Declaration under the Agreement.
     The Trustee may be a Discretionary Trustee or a Directed Trustee. See
     Article 12 for the rights and duties of a Trustee under this Plan.

22.201 TWO-STEP FORMULA. A method of allocating certain Employer Contributions
     under the Permitted Disparity Method. See Section 2.2(b)(2)(i).

22.202 UNION EMPLOYEE. An Employee who is included in a unit of Employees
     covered by a collective bargaining agreement between the Employer and
     Employee representatives and whose retirement benefits are subject to good
     faith bargaining. For this purpose, an Employee will not be considered a
     Union Employee for a Plan Year if more than 2% of the Employees who are
     covered pursuant to the collective bargaining agreement are professionals
     as defined in section 1.410(b)-9 of the regulations. For this purpose, the
     term "Employee representatives" does not include any organization more than
     half of whose members are Employees who are owners, officers or executives
     of the Employer.

22.203 UNIT BENEFIT. A Nonintegrated Benefit Formula under Part 4 of the target
     benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation multiplied by the
     Participant's projected Years of Participation with the Employer. See
     Section 2.5(c)(1)(ii).


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22.204 UNIT EXCESS BENEFIT. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation plus a specified percentage of
     Excess Compensation multiplied by the Participant's projected Years of
     Participation. See Section 2.5(c)(2)(ii).

22.205 UNIT OFFSET BENEFIT. An Integrated Benefit Formula under Part 4 of the
     target benefit plan Agreement that provides for a Stated Benefit equal to a
     specified percentage of Average Compensation offset by a specified
     percentage of Offset Compensation multiplied by the Participant's projected
     Years of Participation. See Section 2.5(c)(2)(iv).

22.206 VALUATION DATE. The date or dates selected under Part 12 of the Agreement
     upon which Plan assets are valued. If the Employer does not select a
     Valuation Date under Part 12, Plan assets will be valued as of the last day
     of each Plan Year. Notwithstanding any election under Part 12 of the
     Agreement, the Trustee and Plan Administrator may agree to value the Trust
     on a more frequent basis, and/or to perform an interim valuation of the
     Trust. See Sections 12.6 and 13.2.

22.207 VESTING COMPUTATION PERIOD. The 12-consecutive month period used for
     measuring whether an Employee completes a Year of Service for vesting
     purposes. See Section 4.4.

22.208 W-2 WAGES. An optional definition of Total Compensation which the
     Employer may select under Part 3, #9.a. of the Agreement. See Section
     22.197(a) for the definition of W-2 Wages.

22.209 WITHHOLDING WAGES. An optional definition of Total Compensation which the
     Employer may select under Part 3, #9.b. of the Agreement. See Section
     22.197(b) for the definition of Withholding Wages.

22.210 YEARS OF PARTICIPATION. Used to determine a Participant's Stated Benefit
     under the target benefit plan Agreement. See Section 2.5(d)(10).

22.211 YEAR OF SERVICE. An Employee's Years of Service are used to apply the
     eligibility and vesting rules under the Plan. Unless elected otherwise
     under Part 7 of the Agreement, an Employee will earn a Year of Service for
     purposes of applying the eligibility rules if the Employee completes 1,000
     Hours of Service with the Employer during an Eligibility Computation
     Period. (See Section 1.4(b).) Unless elected otherwise under Part 7 of the
     Agreement, an Employee will earn a Year of Service for purposes of applying
     the vesting rules if the Employee completes 1,000 Hours of Service with the
     Employer during a Vesting Computation Period. (See Section 4.5.)


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