BILLING CONCEPTS CORP, S-8, 2000-02-22

BILLING CONCEPTS CORP
S-8, 2000-02-22
MANAGEMENT CONSULTING SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on February 22, 2000
REGISTRATION NO. 333-____

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

BILLING CONCEPTS CORP.
(Exact name of registrant as specified in its charter)

DELAWARE 74-2522103
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
(210) 949-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

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

BILLING CONCEPTS CORP.
401(k) RETIREMENT PLAN

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

W. AUDIE LONG, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
BILLING CONCEPTS CORP.
7411 JOHN SMITH DRIVE, SUITE 200
SAN ANTONIO, TEXAS 78229
(210) 949-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT
TO THE AGENT FOR SERVICE, SHOULD BE SENT TO:

PHILLIP M. RENFRO, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT STREET, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 270-7172

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

<TABLE>
<CAPTION>
================================================================================================================================
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(3) OFFERING PRICE(3) REGISTRATION FEE(4)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK ($.01 PAR VALUE)......... 100,000 (4) $5.28125 $528,125 $139.43
- --------------------------------------------------------------------------------------------------------------------------------
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHTS...... (2) (2) (2) (2)
================================================================================================================================
</TABLE>

(1) The securities to be registered represent additional shares reserved
for issuance under the Billing Concepts Corp. 401(k) Retirement Plan
(the "Plan"). Pursuant to Rule 416 under the Securities Act of 1933, as
amended, shares of Common Stock of the Company issuable pursuant to the
exercise of options granted or to be granted under the Plan in order to
prevent dilution resulting from any future stock split, stock dividend
or similar transaction also are being registered hereunder.
(2) The Series A Junior Participating Preferred Stock Purchase Rights (the
"Purchase Rights") are initially carried and traded with the Company's
Common Stock. The value attributable to the Purchase Rights, if any, is
reflected in the value of the Company's Common Stock.
(3) Calculated based upon the average of the high and low bid prices per
share of Common Stock on the Nasdaq Stock Market's National Market on
February 18, 2000, in accordance with Rules 457(c) and (h) and General
Instruction E to Form S-8.
(4) Relates only to additional shares registered hereby and does not
include the amount of the registration fee previously paid in
connection with the 25,000 shares of Common Stock previously registered
on the Registration Statement on Form S-8, SEC File No. 333-08303,
filed with the Securities and Exchange Commission ("SEC") on July 17,
1996, or the 60,000 shares of Common Stock previously registered on the
Registration Statement on Form S-8, SEC File No. 333-64325, filed with
the SEC on September 25, 1998.

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

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The contents of the Registration Statement on Form S-8, SEC File No.
333-08303, filed with the Securities and Exchange Commission ("SEC") on July 17,
1996 (the "Original Registration Statement") and the Registration Statement on
Form S-8, SEC File No. 333-64325, filed with the SEC on September 25, 1998, each
relating to the Billing Concepts Corp. 401(k) Retirement Plan, including the
exhibits thereto, are incorporated herein by reference.

The only information and documents required in this Registration
Statement that were not included in the Original Registration Statement are
included in "Item 8. Exhibits" below.

ITEM 8. EXHIBITS.

(a) Exhibits.

<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
4.1 Morgan Stanley Dean Witter Versatile Investment Program
Defined Contribution Master Plan and Trust Agreement Basic
Plan Document #01 (filed herewith)

4.2 Adoption Agreement #007 Standardized Code Section 401(k) Plan
(Paired Profit Sharing Plan) (filed herewith)

5.1 Opinion of W. Audie Long, Esq. (filed herewith)

23.1 Consent of W. Audie Long, Esq. (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, Texas, on February 21, 2000.

BILLING CONCEPTS CORP.

By: /s/ David P. Tusa
-------------------------------------
David P. Tusa
Senior Vice President and
Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Parris H. Holmes, Jr. and David P. Tusa,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
and all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Parris H. Holmes, Jr. Chairman of the Board and February 21, 2000
- ---------------------------- Chief Executive Officer
Parris H. Holmes, Jr. and a Director
(Principal Executive Officer)

/s/ David P. Tusa Senior Vice President February 21, 2000
- ---------------------------- and Chief Financial Officer
David P. Tusa (Principal Financial and
Accounting Officer)

/s/ Lee Cooke Director February 21, 2000
- ----------------------------
Lee Cooke

/s/ William H. Cunningham Director February 21, 2000
- ----------------------------
William H. Cunningham

/s/ Thomas G. Loeffler Director February 21, 2000
- ----------------------------
Thomas G. Loeffler

/s/ James E. Sowell Director February 21, 2000
- ----------------------------
James E. Sowell
</TABLE>

<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
4.1 Morgan Stanley Dean Witter Versatile Investment Program Defined
Contribution Master Plan and Trust Agreement Basic Plan Document #01
(filed herewith)

4.2 Adoption Agreement #007 Standardized Code Section 401(k) Plan (Paired
Profit Sharing Plan) (filed herewith)

5.1 Opinion of W. Audie Long, Esq. (filed herewith)

23.1 Consent of W. Audie Long, Esq. (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP (filed herewith)
</TABLE>

<PAGE>

EXHIBIT 4.1
MORGAN STANLEY DEAN WITTER
- --------------------------
RETIREMENT
PLAN SERVICES 401(K)
- --------------------------

PLAN
DOCUMENT

[PHOTO]

We measure SUCCESS
ONE INVESTOR at a time.

<PAGE>

IRS APPROVAL LETTER 1

INTERNAL REVENUE SERVICE Department of the Treasury

Plan Description: Prototype Standardized Profit Sharing Plan with CODA
FFN: 50216612201-005 Case: 9401243 EIN: 94-1671384
BPD: 01 Plan: 005 Letter Serial No: D247014b Washington, DC 20224

Person to Contact: Ms. Arrington
DEAN WITTER REYNOLDS INC
Telephone Number: (202) 622-9183
2 WORLD TRADE CENTER, 73RD FLOOR
Refer Reply to: CP:E:EP:Q:ICU
NEW YORK, NY 10048
Date: 07/07/94

Dear Applicant:

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

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

Our opinion on the acceptability of the form of the plan is not a ruling or
determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan
qualified under Code section 401(a) provided all the terms of the plan are
followed, and the eligibility requirements and contribution or benefit
provisions are not more favorable for highly compensated employees then for
other employees. Except as stated below, the Key District Director will not
issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code
section 401(a)(16) if: (1) an employer ever maintained another qualified plan
for one or more employees who are covered by this plan, other than a specified
paired plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B.
780; or (2) after December 31, 1985, the employer maintains a welfare benefit
fund defined in Code section 419(e), which provides postretirement medical
benefits allocated to separate accounts for key employees as defined in Code
section 419A(d)(3).

An employer that has adopted a standardized plan may not rely on this opinion
letter with respect to: (1) whether any amendment or series of amendments to
the plan satisfies the nondiscrimination requirements of section
1.401(a)(4)-5(a) of the regulations, except with respect to plan amendments
granting past service that meet the safe harbor described in section
1.401(a)(4)-5(a)(5) and are not part of a pattern of amendments that
significantly discriminates in favor of highly compensated employees; or (2)
whether the plan satisfies the effective availability requirement of section
1.401(a)(4)-4(c) of the regulations with respect to any benefit, right or
feature.

An employer that has adopted a standardized plan as an amendment to a plan
other than a standardized plan may not rely on this opinion letter with
respect to whether a benefit, right or other feature that is prospectively
eliminated satisfies the current availability requirements of section
1.401(a)-4 of the regulations.

The employer may request a determination (1) as to whether the plan,
considered with all related qualified plans and, if appropriate, welfare
benefit funds, satisfies the requirements of Code section 401(a)(16) as to
limitations on benefits and contributions in Code section 415; (2) regarding
the nondiscriminatory effect of grants of past service; and (3) with respect
to whether a prospectively eliminated benefit, right or feature satisfies the
current availability requirements.

Our opinion does not apply to the form of the plan for purposes of section
401(a) of the Code unless the terms of the plan, as adopted or amended, that
pertain to the requirements of sections 401(a)(4), 401(a)(5), 401(a)(17),
401(l), 410(b) arid 414(s) of the Code, as amended by the Tax Reform Act of
1986 or subsequent legislation, (a) are made effective retroactively to the
first day of the first plan year beginning after December 31, 1988 (or such
other date on which these requirements first became effective with respect to
this plan); or (b) are made effective no later than the first day on which the
employer is no longer entitled, under regulations, to rely on a reasonable,
good faith interpretation of these requirements, and the prior provisions of
the plan constitute such an interpretation.

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

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

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

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

Sincerely yours,

[signature illegible]
Chief, Employee Plans Qualifications Branch

<PAGE>

IRS APPROVAL LETTER 2

INTERNAL REVENUE SERVICE Department of the Treasury

Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
FFN: 50316612201-009 Case: 9401246 EIN: 94-1671384
BPD: 01 Plan: 009 Letter Serial No: 0347013b Washington, DC 20224

Person to Contact: Ms. Arrington
DEAN WITTER REYNOLDS INC
Telephone Number: (202) 622-9183
2 WORLD TRADE CENTER, 73RD FLOOR
Refer Reply to: CP:E:EP:Q:ICU
NEW YORK, NY 10048
Date: 07/07/94

Dear Applicant:

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

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

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

Sincerely yours,

[signature illegible]
Chief, Employee Plans Qualifications Branch

<PAGE>

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
<S> <C> <C>

1.01 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.04 Adoption Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.05 Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.06 Advisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.07 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.08 Self-Employed Individual/Owner-Employee. . . . . . . . . . . . . . . 1
1.09 Highly Compensated Employee. . . . . . . . . . . . . . . . . . . . . 1
1.10 Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.11 Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.12 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.13 Earned Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.14 Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.15 Accrued Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.16 Nonforfeitable . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.17 Plan Year/Limitation Year. . . . . . . . . . . . . . . . . . . . . . 2
1.18 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.19 Plan Entry Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.20 Accounting Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.21 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.22 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.23 Nontransferable Annuity. . . . . . . . . . . . . . . . . . . . . . . 2
1.24 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.25 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.26 Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.27 Hour of Service. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.28 Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.29 Service for Predecessor Employer . . . . . . . . . . . . . . . . . . 3
1.30 Related Employers. . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.31 Leased Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.32 Special Rules for Owner-Employees. . . . . . . . . . . . . . . . . . 3
1.33 Determination of Top Heavy Status. . . . . . . . . . . . . . . . . . 3
1.34 Paired Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II
EMPLOYEE PARTICIPANTS
2.01 Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.02 Year of Service-Participation. . . . . . . . . . . . . . . . . . . . 4
2.03 Break in Service-Participation . . . . . . . . . . . . . . . . . . . 4
2.04 Participation upon Reemployment. . . . . . . . . . . . . . . . . . . 5
2.05 Change in Employee Status. . . . . . . . . . . . . . . . . . . . . . 5
2.06 Election Not to Participate. . . . . . . . . . . . . . . . . . . . . 5

ARTICLE III
EMPLOYER CONTRIBUTIONS
AND FORFEITURES
3.01 Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.02 Determination of Contribution. . . . . . . . . . . . . . . . . . . . 5
3.03 Time of Payment of Contribution. . . . . . . . . . . . . . . . . . . 5
3.04 Contribution Allocation. . . . . . . . . . . . . . . . . . . . . . . 5
3.05 Forfeiture Allocation. . . . . . . . . . . . . . . . . . . . . . . . 6
3.06 Accrual of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.07 3.16 Limitations on Allocations. . . . . . . . . . . . . . . . . . . 7
3.17 Special Allocation Limitation. . . . . . . . . . . . . . . . . . . . 7
3.18 Defined Benefit Plan Limitation. . . . . . . . . . . . . . . . . . . 7
3.19 Definitions - Article III. . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 Participant Nondeductible Contributions. . . . . . . . . . . . . . . 8
4.02 Participant Deductible Contributions . . . . . . . . . . . . . . . . 8
4.03 Participant Rollover Contributions . . . . . . . . . . . . . . . . . 9
4.04 Participant Contribution - Forfeitability. . . . . . . . . . . . . . 9
4.05 Participant Contribution Withdrawal/Distribution . . . . . . . . . . 9
4.06 Participant Contribution - Accrued Benefit . . . . . . . . . . . . . 9

ARTICLE V
TERMINATION OF SERVICE-PARTICIPANT VESTING
5.01 Normal Retirement Age. . . . . . . . . . . . . . . . . . . . . . . . 9
5.02 Participant Disability or Death. . . . . . . . . . . . . . . . . . . 9
5.03 Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.04 Cash-out Distributions to Partially Vested Participants/
Restoration of Forfeited Accrued Benefit . . . . . . . . . . . . . . 9
5.05 Segregated Account for Repaid Amount . . . . . . . . . . . . . . . .10
5.06 Year of Service - Vesting. . . . . . . . . . . . . . . . . . . . . .10
5.07 Break in Service - Vesting . . . . . . . . . . . . . . . . . . . . .10
5.08 Included Years of Service - Vesting. . . . . . . . . . . . . . . . .10
5.09 Forfeiture Occurs. . . . . . . . . . . . . . . . . . . . . . . . . .10

ARTICLE VI
TIME AND METHOD OF PAYMENT OF BENEFITS
6.01 Time of Payment Accrued Benefit. . . . . . . . . . . . . . . . . . .10
6.02 Method of Payment of Accrued Benefit . . . . . . . . . . . . . . . .11
6.03 Benefit Payment Elections. . . . . . . . . . . . . . . . . . . . . .12
6.04 Annuity Distributions to Participants
and Surviving Spouses. . . . . . . . . . . . . . . . . . . . . . . .12
6.05 Waiver Election - Qualified Joint and Survivor Annuity . . . . . . .13
6.06 Waiver Election - Preretirement Survivor Annuity . . . . . . . . . .13
6.07 Distributions Under Domestic Relations Orders. . . . . . . . . . . .13

ARTICLE VII
EMPLOYER ADMINISTRATIVE PROVISIONS
7.01 Information to Committee . . . . . . . . . . . . . . . . . . . . . .13
7.02 No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
7.03 Indemnity of Certain Fiduciaries . . . . . . . . . . . . . . . . . .13
7.04 Employer Direction of Investment . . . . . . . . . . . . . . . . . .14
7.05 Amendment to Vesting Schedule. . . . . . . . . . . . . . . . . . . .14

ARTICLE VIII
PARTICIPANT ADMINISTRATIVE PROVISIONS
8.01 Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . . .14
8.02 No Beneficiary Designation/Death of Beneficiary. . . . . . . . . . .14
8.03 Personal Data to Committee . . . . . . . . . . . . . . . . . . . . .14
8.04 Address for Notification . . . . . . . . . . . . . . . . . . . . . .14
8.05 Assignment or Alienation . . . . . . . . . . . . . . . . . . . . . .14
8.06 Notice of Change in Terms. . . . . . . . . . . . . . . . . . . . . .14
8.07 Litigation Against the Trust . . . . . . . . . . . . . . . . . . . .14
8.08 Information Available. . . . . . . . . . . . . . . . . . . . . . . .14
8.09 Appeal Procedure for Denial of Benefits. . . . . . . . . . . . . . .15
8.10 Participant Direction of Investment. . . . . . . . . . . . . . . . .15

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT
TO PARTICIPANTS' ACCOUNTS
9.01 Members' Compensation, Expenses. . . . . . . . . . . . . . . . . . .15
9.02 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

<PAGE>

9.03 Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.04 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.05 Funding Policy . . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.06 Manner of Action . . . . . . . . . . . . . . . . . . . . . . . . . .15
9.07 Authorized Representative. . . . . . . . . . . . . . . . . . . . . .15
9.08 Interested Member. . . . . . . . . . . . . . . . . . . . . . . . . .16
9.09 Individual Accounts. . . . . . . . . . . . . . . . . . . . . . . . .16
9.10 Value of Participants Accrued Benefit. . . . . . . . . . . . . . . .16
9.11 Allocation and Distribution of Net Income Gain or Loss . . . . . . .16
9.12 Individual Statement . . . . . . . . . . . . . . . . . . . . . . . .16
9.13 Account Charged. . . . . . . . . . . . . . . . . . . . . . . . . . .16
9.14 Unclaimed Account Procedure. . . . . . . . . . . . . . . . . . . . .16

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.01 Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
10.02 Receipt of Contributions . . . . . . . . . . . . . . . . . . . . . .16
10.03 Investment Powers. . . . . . . . . . . . . . . . . . . . . . . . . .16
10.04 Records and Statements . . . . . . . . . . . . . . . . . . . . . . .18
10.05 Fees and Expenses from Fund. . . . . . . . . . . . . . . . . . . . .18
10.06 Parties to Litigation. . . . . . . . . . . . . . . . . . . . . . . .18
10.07 Professional Agents. . . . . . . . . . . . . . . . . . . . . . . . .18
10.08 Distribution of Cash or Property . . . . . . . . . . . . . . . . . .18
10.09 Distribution Directions. . . . . . . . . . . . . . . . . . . . . . .18
10.10 Third Party/Multiple Trustees. . . . . . . . . . . . . . . . . . . .18
10.11 Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
10.12 Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
10.13 Interim Duties and Successor Trustee . . . . . . . . . . . . . . . .19
10.14 Valuation of Trust . . . . . . . . . . . . . . . . . . . . . . . . .19
10.15 Limitation on Liability If Investment Manager, Ancillary
Trustee or Independent Fiduciary Appointed . . . . . . . . . . . . .19
10.16 Investment in Group Trust Fund . . . . . . . . . . . . . . . . . . .19
10.17 Appointment of Ancillary Trustee
or Independent Fiduciary . . . . . . . . . . . . . . . . . . . . . .19

ARTICLE XI
PROVISIONS RELATING TO INSURANCE
AND INSURANCE COMPANY

11.01 Insurance Benefit. . . . . . . . . . . . . . . . . . . . . . . . . .20
11.02 Limitation on Life Insurance Protection. . . . . . . . . . . . . . .20
11.03 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
11.04 Dividend Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .20
11.05 Insurance Company Not a Party to Agreement . . . . . . . . . . . . .20
11.06 Insurance Company Not Responsible for Trustee's Actions . . . . . .20
11.07 Insurance Company Reliance on Trustee's Signature. . . . . . . . . .20
11.08 Acquittance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
11.09 Duties of Insurance Company. . . . . . . . . . . . . . . . . . . . .20

ARTICLE XII
MISCELLANEOUS
12.01 Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.02 No responsibility for Employer Action. . . . . . . . . . . . . . . .20
12.03 Fiduciaries Not Insurers . . . . . . . . . . . . . . . . . . . . . .20
12.04 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.05 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.06 Word Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.07 State Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
12.08 Employer's Right to Participate. . . . . . . . . . . . . . . . . . .20
12.09 Employment Not Guaranteed. . . . . . . . . . . . . . . . . . . . . .21

ARTICLE XIII
EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
13.01 Exclusive Benefit. . . . . . . . . . . . . . . . . . . . . . . . . .21
13.02 Amendment by Employer. . . . . . . . . . . . . . . . . . . . . . . .21
13.03 Amendment by Master Plan Sponsor . . . . . . . . . . . . . . . . . .21
13.04 Discontinuance . . . . . . . . . . . . . . . . . . . . . . . . . . .21
13.05 Full Vesting on Termination. . . . . . . . . . . . . . . . . . . . .21
13.06 Merger/Direct Transfer . . . . . . . . . . . . . . . . . . . . . . .21
13.07 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

ARTICLE X1V
CODE Section 401(k) AND CODE Section 401(m) ARRANGEMENTS
14.01 Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
14.02 Code Section 401(k) Arrangement. . . . . . . . . . . . . . . . . . .22
14.03 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
14.04 Matching Contributions/Employee Contributions. . . . . . . . . . . .23
14.05 Time of Payment of Contributions . . . . . . . . . . . . . . . . . .23
14.06 Special Allocation Provisions - Deferral Contributions
and Qualified Nonelective Contributions. . . . . . . . . . . . . . .23
14.07 Annual Elective Deferral Limitation. . . . . . . . . . . . . . . . .24
14.08 Actual Deferral Percentage ("ADP") Test. . . . . . . . . . . . . . .24
14.09 Nondiscrimination Rules for Employer Matching
Contributions/Participant Nondeductible Contributions. . . . . . . .24
14.10 Multiple Use Limitation. . . . . . . . . . . . . . . . . . . . . . .25
14.11 Distribution Restrictions. . . . . . . . . . . . . . . . . . . . . .26
14.12 Special Allocation Rules . . . . . . . . . . . . . . . . . . . . . .26

APPENDIX
ARTICLE A
Eligible Rollover Distributions. . . . . . . . . . . . . . . . . . . . . . .27

ARTICLE B
Annual Compensation Limit. . . . . . . . . . . . . . . . . . . . . . . . . .27

ARTICLE C
Rev. Rul. 94-76 Model Amendment. . . . . . . . . . . . . . . . . . . . . . .27

ARTICLE D
USERRA Model Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .27

</TABLE>

<PAGE>

MORGAN STANLEY DEAN WITTER VERSATILE
INVESTMENT PROGRAM DEFINED CONTRIBUTION
MASTER PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT # 01

Dean Witter Reynolds Inc., in its capacity as Master Plan Sponsor, establishes
this Master Plan intended to conform to and qualify under Section 401 and
Section 501 of the Internal Revenue Code of 1986, as amended. An Employer
establishes a Plan and Trust under this Master Plan by executing an Adoption
Agreement. If the Employer adopts this Plan as a restated Plan in substitution
for, and in amendment of, an existing plan, the provisions of this Plan, as a
restated Plan, apply solely to an Employee whose employment with the Employer
terminates on or after the restated Effective Date of the Employer's Plan. If
an Employee's employment with the Employer terminates prior to the restated
Effective Date, that Employee is entitled to benefits under the Plan as the
Plan existed on the date of the Employee's termination of employment.

ARTICLE I
DEFINITIONS

1.01 "Employer" means each employer who adopts this Plan by executing
an Adoption Agreement.

1.02 "Trustee" means the person or persons who as Trustee execute the
Employer's Adoption Agreement, or any successor in office who in writing
accepts the position of Trustee. The Employer must designate in its Adoption
Agreement whether the Trustee will administer the Trust as a discretionary
Trustee or as a nondiscretionary Trustee. If a person acts as a discretionary
Trustee, the Employer also may appoint a Custodian. See Article X. If the
Master Plan Sponsor is a bank, savings and loan, credit union or similar
financial institution, a person other than the Master Plan Sponsor (or its
affiliate) may not serve as Trustee or as Custodian of the Employer's Plan
without the written consent of the Master Plan Sponsor.

1.03 "Plan" means the retirement plan established or continued by the
Employer in the form of this Agreement, including the Adoption Agreement under
which the Employer has elected to participate in this Master Plan. The
Employer must designate the name of the Plan in its Adoption Agreement. An
Employer may execute more than one Adoption Agreement offered under this
Master Plan, each of which will constitute a separate Plan and Trust
established or continued by that Employer. The Plan and the Trust created by
each adopting Employer is a separate Plan and a separate Trust, independent
from the plan and the trust of any other employer adopting this Master Plan.
All section references within the Plan are Plan section references unless the
context clearly indicates otherwise.

1.04 "Adoption Agreement" means the document executed by each
Employer adopting this Master Plan. The terms of this Master Plan as modified
by the terms of an adopting Employer's Adoption Agreement constitute a
separate Plan and Trust to be construed as a single Agreement. Each elective
provision of the Adoption Agreement corresponds by section reference to the
section of the Plan which grants the election. Each Adoption Agreement offered
under this Master Plan is either a Nonstandardized Plan or a Standardized
Plan, as identified in the preamble to that Adoption Agreement. The provisions
of this Master Plan apply equally to Nonstandardized Plans and to Standardized
Plans unless otherwise specified.

1.05 "Plan Administrator" is the Employer unless the Employer
designates another person to hold the position of Plan Administrator. In
addition to his other duties, the Plan Administrator has full responsibility
for compliance with the reporting and disclosure rules under ERISA as respects
this Agreement.

1.06 "Advisory Committee" means the Employer's Advisory Committee as
from time to time constituted.

1.07 "Employee" means any employee (including a Self-Employed
Individual) of the Employer. The Employer must specify in its Adoption
Agreement any Employee, or class of Employees, not eligible to participate in
the Plan. If the Employer elects to exclude collective bargaining employees,
the exclusion applies to any employee of the Employer included in a unit of
employees covered by an agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or
more employers unless the collective bargaining agreement requires the
employee to be included within the Plan. The term "employee representatives"
does not include any organization more than half the members of which are
owners, officers, or executives of the Employer.

1.08 "Self-Employed Individual/Owner-Employee." "Self-Employed
Individual" means an individual who has Earned Income (or who would have had
Earned Income but for the fact that the trade or business did not have net
earnings) for the taxable year from the trade or business for which the Plan
is established. "Owner-Employee" means a Self-Employed Individual who is the
sole proprietor in the case of a sole proprietorship. If the Employer is a
partnership, "Owner-Employee" means a Self-Employed Individual who is a
partner and owns more than 10% of either the capital or profits interest of
the partnership.

1.09 "Highly Compensated Employee" means an Employee who, during the
Plan Year or during the preceding 12-month period:

(a) is a more than 5% owner of the Employer (applying the constructive
ownership rules of Code Section 318, and applying the principles of Code
Section 318, for an unincorporated entity);

(b) has Compensation in excess of $75,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year);

(c) has Compensation in excess of $50,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year) and is part of
the top-paid 20% group of employees (based on Compensation for the
relevant year); or

(d) has Compensation in excess of 50% of the dollar amount prescribed
in Code Section 415(b)(1)(A) (relating to defined benefit plans) and is
an officer of the Employer.

If the Employee satisfies the definition in clause (b), (c) or (d) in
the Plan Year but does not satisfy clause (b), (c) or (d) during the preceding
12-month period and does not satisfy clause (a) in either period, the Employee
is a Highly Compensated Employee only if he is one of the 100 most highly
compensated Employees for the Plan Year. The number of officers taken into
account under clause (d) will not exceed the greater of 3 or 10% of the total
number [after application of the Code Section 414(q) exclusions] of Employees,
but no more than 50 officers. If no Employee satisfies the Compensation
requirement in clause (d) for the relevant year, the Advisory Committee will
treat the highest paid officer as satisfying clause (d) for that year.

For purposes of this Section 1.09, "Compensation" means Compensation as
defined in Section 1.12, except any exclusions from Compensation elected in
the Employer's Adoption Agreement Section 1.12 do not apply, and Compensation
must include "elective contributions" (as defined in Section 1.12). The
Advisory Committee must make the determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of the top
paid 20% group, the top 100 paid Employees, the number of officers includible
in clause (d) and the relevant Compensation, consistent with Code Section
414(q) and regulations issued under that Code section. The Employer may make a
calendar year election to determine the Highly Compensated Employees for the
Plan Year, as prescribed by Treasury regulations. A calendar year election
must apply to all plans and arrangements of the Employer. For purposes of
applying any nondiscrimination test required under the Plan or under the Code,
in a manner consistent with applicable Treasury regulations, the Advisory
Committee will treat a Highly Compensated Employee and all family members (a
spouse, a lineal ascendant or descendant, or a spouse of a lineal ascendant or
descendant) as a single Highly Compensated Employee, but only if the Highly
Compensated Employee is a more than 5% owner or is one of the 10 Highly
Compensated Employees with the greatest Compensation for the Plan Year. This
aggregation rule applies to a family member even if that family member is a
Highly Compensated Employee without family aggregation.

The term "Highly Compensated Employee" also includes any former
Employee who separated from Service (or has a deemed Separation from Service,
as determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after
his 55th birthday. If the former Employee's Separation from Service occurred
prior to January 1, 1987, he is a Highly Compensated Employee only if he
satisfied clause (a) of this Section 1.09 or received Compensation in excess
of $50,000 during: (1) the year of his Separation from Service (or the prior
year); or (2) any year ending after his 54th birthday.

1.10 "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.

1.11 "Beneficiary" is a person designated by a Participant who is or
may become entitled to a benefit under the Plan. A Beneficiary who becomes
entitled to a benefit under the Plan remains a Beneficiary under the Plan until
the Trustee has fully distributed his benefit to him. A Beneficiary's right to
(and the Plan Administrator's, the Advisory Committee's or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.

1.12 "Compensation" means, except as provided in the Employer's
Adoption Agreement, the Participant's Earned Income, wages, salaries, fees for
professional service and other amounts received for personal services actually
rendered in the course of employment with the Employer maintaining the plan
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses). The Employer must elect in its Adoption Agreement
whether to include elective contributions in the definition of Compensation.
"Elective contributions" are amounts excludible from the Employee's gross
income under Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by
the

<PAGE>

Employer, at the Employee's election, to a Code Section 401(k) arrangement, a
Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. The term
"Compensation" does not include:

(a) Employer contributions (other than "elective contributions," if
includible in the definition of Compensation under Section 1.12 of the
Employer's Adoption Agreement) to a plan of deferred compensation to the
extent the contributions are not included in the gross income of the
Employee for the taxable year in which contributed, on behalf of an
Employee to a simplified employee pension plan to the extent such
contributions are excludible from the Employee's gross income, and any
distributions from a plan of deferred compensation, regardless of
whether such amounts are includible in the gross income of the Employee
when distributed.

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

(c) Amounts realized from the sale, exchange or other disposition of
stock acquired under a stock option described in Part II, Subchapter D,
Chapter 1 of the Code.

(d) Other amounts which receive special tax benefits, such as premiums
for group term life insurance (but only to the extent that the premiums
are not includible in the gross income of the Employee), or
contributions made by an Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludible from the gross income of the Employee), other than "elective
contributions," if elected in the Employer's Adoption Agreement.

Any reference in this Plan to Compensation is a reference to the
definition in this Section 1.12, unless the Plan reference specifies a
modification to this definition. The Advisory Committee will take into account
only Compensation actually paid for the relevant period. A Compensation
payment includes Compensation by the Employer through another person under the
common paymaster provisions in Code Sections 3121 and 3306.

(A) LIMITATIONS ON COMPENSATION.

(1) COMPENSATION DOLLAR LIMITATION. For any Plan Year beginning after
December 31, 1988, the Advisory Committee must take into account only the first
$200,000 (or beginning January 1, 1990, such larger amount as the Commissioner
of Internal Revenue may prescribe) of any Participant's Compensation. For any
Plan Year beginning prior to January 1, 1989, this $200,000 limitation (but not
the family aggregation requirement described in the next paragraph) applies
only if the Plan is top heavy for such Plan Year or operates as a deemed top
heavy plan for such Plan Year.

(2) APPLICATION OF COMPENSATION LIMITATION TO CERTAIN FAMILY MEMBERS.
The $200,000 Compensation limitation applies to the combined Compensation of
Employee and of any family member aggregated with the Employee under Section
the 1.09 who is either (i) the Employee's spouse; or(ii) the Employee's lineal
descendant under the age of 19. If, for a Plan Year, the combined Compensation
of the Employee and such family members who are Participants entitled to an
allocation for that Plan Year exceeds the $200,000 (or adjusted) limitation,
"Compensation" for each such Participant, for purposes of the contribution and
allocation provisions of Article III, means his Adjusted Compensation.
Adjusted Compensation is the amount which bears the same ratio to the $200,000
(or adjusted) limitation as the affected Participant's Compensation (without
regard to the $200,000 Compensation limitation) bears to the combined
Compensation of all the affected Participants in the family unit. If the Plan
uses permitted disparity, the Advisory Committee must determine the
integration level of each affected family member Participant prior to the
proration of the $200,000 Compensation limitation, but the combined
integration level of the affected Participants may not exceed $200,000 (or the
adjusted limitation). The combined Excess Compensation of the affected
Participants in the family unit may not exceed $200,000 (or the adjusted
limitation) minus the affected Participants' combined integration level (as
determined under the preceding sentence). If the combined Excess Compensation
exceeds this limitation, the Advisory Committee will prorate the Excess
Compensation limitation among the affected Participants in the family unit in
proportion to each such individual's Adjusted Compensation minus his
integration level. If the Employer's Plan is a Nonstandardized Plan, the
Employer may elect to use a different method in determining the Adjusted
Compensation of the affected Participants by specifying that method in an
addendum to the Adoption Agreement, numbered Section 1.12.

(B) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.12, except: (1) the Employer may
elect to include or to exclude elective contributions, irrespective of the
Employer's election in its Adoption Agreement regarding elective
contributions; and (2) the Employer will not give effect to any elections made
in the "modifications to Compensation definition" section of Adoption
Agreement Section 1.12. The Employer's election described in clause (1) must
be consis-tent and uniform with respect to all Employees and all plans of the
Employer for any particular Plan Year. If the Employer's Plan is a
Nonstandardized Plan, the Employer, irrespective of clause (2), may elect to
exclude from this nondiscrimination definition of Compensation any items of
Compensation excludible under Code Section 414(s) and the applicable Treasury
regulations, provided such adjusted definition conforms to the
nondiscrimination requirements of those regulations.

1.13 "Earned Income" means net earnings from self-employment in the
trade or business with respect to which the Employer has established the Plan,
provided personal services of the individual are a material income producing
factor. The Advisory Committee will determine net earnings without regard to
items excluded from gross income and the deductions allocable to those items.
The Advisory Committee will determine net earnings after the deduction allowed
to the Self-Employed Individual for all contributions made by the Employer to
a qualified plan and, for Plan Years beginning after December 31, 1989, the
deduction allowed to the Self-Employed under Code Section 164(f) for
self-employment taxes.

1.14 "Account" means the separate account(s) which the Advisory
Committee or the Trustee maintains for a Participant under the Employers Plan.

1.15 "Accrued Benefit" means the amount standing in a Participant's
Account(s) as of any date derived from both Employer contributions and
Employee contributions, if any.

1.16 "Nonforfeitable" means a Participant's or Beneficiary's
unconditional claim, legally enforceable against the Plan, to the
Participant's Accrued Benefit.

1.17 "Plan Year" means the fiscal year of the Plan, the consecutive
month period specified in the Employer's Adoption Agreement. The Employer's
Adoption Agreement also must specify the "Limitation Year" applicable to the
limitations on allocations described in Article III. If the Employer maintains
Paired Plans, each Plan must have the same Plan Year.

1.18 "Effective Date" of this Plan is the date specified in the
Employer's Adoption Agreement.

1.19 "Plan Entry Date" means the date(s) specified in Section 2.01 of
the Employer's Adoption Agreement.

1.20 "Accounting Date" is the last day of an Employer's Plan Year.
Unless otherwise specified in the Plan, the Advisory Committee will make all
Plan allocations for a particular Plan Year as of the Accounting Date of that
Plan Year.

1.21 "Trust" means the separate Trust created under the Employer's
Plan.

1.22 "Trust Fund" means all property of every kind held or acquired by
the Employer's Plan, other than incidental benefit insurance contracts.

1.23 "Nontransferable Annuity" means an annuity which by its terms
provides that it may not be sold, assigned, discounted, pledged as collateral
for a loan or security for the performance of an obligation or for any purpose
to any person other than the insurance company. If the Plan distributes an
annuity contract, the contract must be a Nontransferable Annuity.

1.24 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

1.25 "Code" means the Internal Revenue Code of 1986, as amended.

1.26 "Service" means any period of time the Employee is in the employ
of the Employer, including any period the Employee is on an unpaid leave of
absence authorized by the Employer under a uniform, nondiscriminatory policy
applicable to all Employees. "Separation from Service" means the Employee no
longer has an employment relationship with the Employer maintaining this Plan.

1.27 "Hour of Service" means: (a) Each Hour of Service for which the
Employer, either directly or indirectly, pays an Employee, or for which the
Employee is entitled to payment, for the performance of duties. The Advisory
Committee credits Hours of Service under this paragraph (a) to the Employee
for the computation period in which the Employee performs the duties,
irrespective of when paid; (b) Each Hour of Service for back pay, irrespective
of mitigation of damages, to which the Employer has agreed or for which the
Employee has received an award. The Advisory Committee credits Hours of
Service under this paragraph (b) to the Employee for the computation period(s)
to which the award or the agreement pertains rather than for the computation
period in which the award, agreement or payment is made; and (c) Each Hour of
Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment (irrespective of
whether the employment relationship is terminated), for reasons other than for
the performance of duties during a computation period, such as leave of
absence, vacation, holiday, sick leave, illness, incapacity (including
disability), layoff, jury duty or military duty. The Advisory Committee will
credit no more than 501 Hours of Service under this paragraph (c) to an
Employee on account

<PAGE>

of any single continuous period during which the Employee does not perform any
duties (whether or not such period occurs during a single computation period).
The Advisory Committee credits Hours of Service under this paragraph (c) in
accordance with the rules of paragraphs (b) and (c) of Labor Reg. Section
2530.200b-2, which the Plan, by this reference, specifically incorporates in
full within this paragraph (c).

The Advisory Committee will not credit an Hour of Service under more
than one of the above paragraphs. A computation period for purposes of this
Section 1.27 is the Plan Year, Year of Service period, Break in Service period
or other period, as determined under the Plan provision for which the Advisory
Committee is measuring an Employee's Hours of Service. The Advisory Committee
will resolve any ambiguity with respect to the crediting of an Hour of Service
in favor of the Employee.

(A) METHOD OF CREDITING HOURS OF SERVICE. The Employer must elect in its
Adoption Agreement the method the Advisory Committee will use in crediting an
Employee with Hours of Service. For purposes of the Plan, "actual" method
means the determination of Hours of Service from records of hours worked and
hours for which the Employer makes payment or for which payment is due from
the Employer. If the Employer elects to apply an "equivalency" method, for
each equivalency period for which the Advisory Committee would credit the
Employee with at least one Hour of Service, the Advisory Committee will credit
the Employee with: (i) 10 Hours of Service for a daily equivalency; (ii) 45
Hours of Service for a weekly equivalency; (iii) 95 Hours of Service for a
semimonthly payroll period equivalency; and (iv) 190 Hours of Service for a
monthly equivalency.

(B) MATERNITY/PATERNITY LEAVE. Solely for purposes of determining whether
the Employee incurs a Break in Service under any provision of this Plan, the
Advisory Committee must credit Hours of Service during an Employee's unpaid
absence period due to maternity or paternity leave. The Advisory Committee
considers an Employee on maternity or paternity leave if the Employee's
absence is due to the Employee's pregnancy, the birth of the Employee's child,
the placement with the Employee of an adopted child, or the care of the
Employee's child immediately following the child's birth or placement. The
Advisory Committee credits Hours of Service under this paragraph on the basis
of the number of Hours of Service the Employee would receive if he were paid
during the absence period or, if the Advisory Committee cannot determine the
number of Hours of Service the Employee would receive, on the basis of 8 hours
per day during the absence period. The Advisory Committee will credit only the
number (not exceeding 501) of Hours of Service necessary to prevent an
Employee's Break in Service. The Advisory Committee credits all Hours of
Service described in this paragraph to the computation period in which the
absence period begins or, if the Employee does not need these Hours of Service
to prevent a Break in Service in the computation period in which his absence
period begins, the Advisory Committee credits these Hours of Service to the
immediately following computation period.

1.28 "Disability" means the Participant, because of a physical or
mental disability, will be unable to perform the duties of his customary
position of employment (or is unable to engage in any substantial gainful
activity) for an indefinite period which the Advisory Committee considers will
be of long continued duration. A Participant also is disabled if he incurs the
permanent loss or loss of use of a member or function of the body, or is
permanently disfigured, and incurs a Separation from Service. The Plan
considers a Participant disabled on the date the Advisory Committee determines
the Participant satisfies the definition of disability. The Advisory Committee
may require a Participant to submit to a physical examination in order to
confirm disability. The Advisory Committee will apply the provisions of this
Section 1.28 in a nondiscriminatory, consistent and uniform manner. If the
Employer's Plan is a Nonstandardized Plan, the Employer may provide an
alternate definition of disability in an addendum to its Adoption Agreement,
numbered Section 1.28.

1.29 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the
plan of a predecessor employer, the Plan treats service of the Employee with
the predecessor employer as service with the Employer. If the Employer does
not maintain the plan of a predecessor employer, the Plan does not credit
service with the predecessor employer, unless the Employer identifies the
predecessor in its Adoption Agreement and specifies the purposes for which the
Plan will credit service with that predecessor employer.

1.30 RELATED EMPLOYERS. A related group is a controlled group of
corporations [as defined in Code Section 414(b)], trades or businesses
(whether or not incorporated) which are under common control
[as defined in Code Section 414(c)] or an affiliated service group
[as defined in Code Section 414(m) or in Code Section 414(o)]. If the Employer
is a member of a related group, the term "Employer" includes the related group
members for purposes of crediting Hours of Service, determining Years of
Service and Breaks in Service under Articles II and V, applying the
Participation Test and the Coverage Test under Section 3.06(E), applying the
limitations on allocations in Part 2 of Article III, applying the top heavy
rules and the minimum allocation requirements of Article III, the definitions
of Employee, Highly Compensated Employee, Compensation and Leased Employee,
and for any other purpose required by the applicable Code section or by a Plan
provision. However, an Employer may contribute to the Plan only by being a
signatory to the Execution Page of the Adoption Agreement or to a
Participation Agreement to the Employer's Adoption Agreement. If one or more
of the Employer's related group members become Participating Employers by
executing a Participation Agreement to the Employer's Adoption Agreement, the
term "Employer" includes the participating related group members for all
purposes of the Plan, and "Plan Administrator" means the Employer that is the
signatory to the Execution Page of the Adoption Agreement.

If the Employer's Plan is a Standardized Plan, all Employees of the
Employer or of any member of the Employer's related group, are eligible to
participate in the Plan, irrespective of whether the related group member
directly employing the Employee is a Participating Employer. If the Employer's
Plan is a Nonstandardized Plan, the Employer must specify in Section 1.07 of
its Adoption Agreement, whether the Employees of related group members that
are not Participating Employers are eligible to participate in the Plan. Under
a Nonstandardized Plan, the Employer may elect to exclude from the definition
of "Compensation" for allocation purposes any Compensation received from a
related employer that has not executed a Participation Agreement and whose
Employees are not eligible to participate in the Plan.

1.31 LEASED EMPLOYEES. The Plan treats a Leased Employee as an
Employee of the Employer. A Leased Employee is an individual (who otherwise is
not an Employee of the Employer) who, pursuant to a leasing agreement between
the Employer and any other person, has performed services for the Employer
[or for the Employer and any persons related to the Employer within the meaning
of Code Section 144(a)(3)] on a substantially full time basis for at least one
year and who performs services historically performed by employees in the
Employer's business field. If a Leased Employee is treated as an Employee by
reason of this Section 1.31 of the Plan, "Compensation" includes Compensation
from the leasing organization which is attributable to services performed for
the Employer.

(A) SAFE HARBOR PLAN EXCEPTION. The Plan does not treat a Leased Employee
as an Employee if the leasing organization covers the employee in a safe
harbor plan and, prior to application of this safe harbor plan exception, 20%
or less of the Employer's Employees (other than Highly Compensated Employees)
are Leased Employees. A safe harbor plan is a money purchase pension plan
providing immediate participation, full and immediate vesting, and a
nonintegrated contribution formula equal to at least 10% of the employee's
compensation without regard to employment by the leasing organization on a
specified date. The safe harbor plan must determine the 10% contribution on
the basis of compensation as defined in Code Section 415(c)(3) plus elective
contributions (as defined in Section 1.12).

(B) OTHER REQUIREMENTS. The Advisory Committee must apply this Section 1.31
in a manner consistent with Code Section 414(n) and Section 414(o) and the
regulations issued under those Code sections. The Employer must specify in the
Adoption Agreement the manner in which the Plan will determine the allocation
of Employer contributions and Participant forfeitures on behalf of a
Participant if the Participant is a Leased Employee covered by a plan
maintained by the leasing organization.

1.32 SPECIAL RULES FOR OWNER-EMPLOYEES. The following special
provisions and restrictions apply to Owner-Employees:

(a) If the Plan provides contributions or benefits for an Owner-
Employee or for a group of Owner-Employees who controls the trade or
business with respect to which this Plan is established and the
Owner-Employee or Owner-Employees also control as Owner-Employees one
or more other trades or businesses, plans must exist or be established
with respect to all the controlled trades or businesses so that when
the plans are combined they form a single plan which satisfies the
requirements of Code Section 401(a) and Code Section 401(d) with
respect to the employees of the controlled trades or businesses.

(b) The Plan excludes an Owner-Employee or group of Owner-Employees if
the Owner-Employee or group of Owner-Employees controls any other trade
or business, unless the employees of the other controlled trade or
business participate in a plan which satisfies the requirements of Code
Section 401(a) and Code Section 401(d). The other qualified plan must
provide contributions and benefits which are not less favorable than
the contributions and benefits provided for the Owner-Employee or group
of Owner-Employees under this Plan, or if an Owner-Employee is covered
under another qualified plan as an Owner-Employee, then the plan
established with respect to the trade or business he does control must
provide contributions or benefits as favorable as those provided under
the most favorable plan of the trade or business he does not control.
If the exclusion of this paragraph (b) applies and the Employer's Plan
is a Standardized Plan, the Employer may not participate or continue to
participate in this Master Plan and the Employer's Plan becomes an
individually-designed plan for purposes of qualification reliance.

(c) For purposes of paragraphs (a) and (b) of this Section 1.32, an
Owner-Employee or group of Owner-Employees controls a trade or business
if the Owner-Employee or Owner-Employees together (1) own the entire
interest in an unincorporated trade or business, or (2) in the case of a
partnership, own more than 50% of either the capital interest or the
profits interest in the partnership.

1.33 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only
qualified plan maintained by the Employer, the Plan is top heavy for a Plan
Year if the top heavy ratio as of the Determination Date exceeds 60%. The top
heavy ratio is a fraction, the numerator of which is the sum of the present

<PAGE>

value of Accrued Benefits of all Key Employees as of the Determination Date
and the denominator of which is a similar sum determined for all Employees.
The Advisory Committee must include in the top heavy ratio, as part of the
present value of Accrued Benefits, any contribution not made as of the
Determination Date but includible under Code Section 416 and the applicable
Treasury regulations, and distributions made within the Determination Period.
The Advisory Committee must calculate the top heavy ratio by disregarding the
Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any
Non-Key Employee who was formerly a Key Employee, and by disregarding the
Accrued Benefit (including distributions, if any, of the Accrued Benefit) of
an individual who has not received credit for at least one Hour of Service
with the Employer during the Determination Period. The Advisory Committee must
calculate the top heavy ratio, including the extent to which it must take into
account distributions, rollovers and transfers, in accordance with Code
Section 416 and the regulations under that Code section.

If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is
terminated, this Plan is top heavy only if it is part of the Required
Aggregation Group, and the top heavy ratio for the Required Aggregation Group
and for the Permissive Aggregation Group, if any, each exceeds 60%. The
Advisory Committee will calculate the top heavy ratio in the same manner as
required by the first paragraph of this Section 1.33, taking into account all
plans within the Aggregation Group. To the extent the Advisory Committee must
take into account distributions to a Participant, the Advisory Committee must
include distributions from a terminated plan which would have been part of the
Required Aggregation Group if it were in existence on the Determination Date.
The Advisory Committee will calculate the present value of accrued benefits
under defined benefit plans or simplified employee pension plans included
within the group in accordance with the terms of those plans, Code Section 416
and the regulations under that Code section. If a Participant in a defined
benefit plan is a Non-Key Employee, the Advisory Committee will determine his
accrued benefit under the accrual method, if any, which is applicable
uniformly to all defined benefit plans maintained by the Employer or, if there
is no uniform method, in accordance with the slowest accrual rate permitted
under the fractional rule accrual method described in Code Section 411(b)(1)
C). If the Employer maintains a defined benefit plan, the Employer must
specify in Adoption Agreement Section 3.18 the actuarial assumptions (interest
and mortality only) the Advisory Committee will use to calculate the present
value of benefits from a defined benefit plan. If an aggregated plan does not
have a valuation date coinciding with the Determination Date, the Advisory
Committee must value the Accrued Benefits in the aggregated plan as of the
most recent valuation date falling within the twelve-month period ending on
the Determination Date, except as Code Section 416 and applicable Treasury
regulations require for the first and second plan year of a defined benefit
plan. The Advisory Committee will calculate the top heavy ratio with reference
to the Determination Dates that fall within the same calendar year.

(A) STANDARDIZED PLAN. If the Employer's Plan is a Standardized Plan, the
Plan operates as a deemed top heavy plan in all Plan Years, except, if the
Standardized Plan includes a Code Section 401(k) arrangement, the Employer may
elect to apply the top heavy requirements only in Plan Years for which the
Plan actually is top heavy. Under a deemed top heavy plan, the Advisory
Committee need not determine whether the Plan actually is top heavy. However,
if the Employer, in Adoption Agreement Section 3.18, elects to override the
100% limitation, the Advisory Committee will need to determine whether a
deemed top heavy Plan's top heavy ratio for a Plan Year exceeds 90%.

(B) DEFINITIONS. For purposes of applying the provisions of this Section
1.33:

(1) "Key Employee" means, as of any Determination Date, any Employee
or former Employee (or Beneficiary of such Employee) who, for any Plan
Year in the Determination Period: (i) has Compensation in excess of 50%
of the dollar amount prescribed in Code Section 415(b)(1)(A) (relating
to defined benefit plans) and is an officer of the Employer; (ii) has
Compensation in excess of the dollar amount prescribed in Code Section
415(c)(l)(A) (relating to defined contribution plans) and is one of the
Employees owning the ten largest interests in the Employer; (iii) is a
more than 5% owner of the Employer; or (iv) is a more than 1% owner of
the Employer and has Compensation of more than $150,000. The
constructive ownership rules of Code Section 318 (or the principles of
that section, in the case of an unincorporated Employer,) will apply to
determine ownership in the Employer. The number of officers taken into
account under clause (i) will not exceed the greater of 3 or 10% of the
total number [after application of the Code Section 414(q) exclusions]
of Employees, but no more than 50 officers. The Advisory Committee will
make the determination of who is a Key Employee in accordance with Code
Section 416(i)(1) and the regulations under that Code section.

(2) "Non-Key Employee" is an employee who does not meet the definition
of Key Employee.

(3) "Compensation" means Compensation as determined under Section 1.09
for purposes of identifying Highly Compensated Employees.

(4) "Required Aggregation Group" means: (i) each qualified plan of the
Employer in which at least one Key Employee participates at any time
during the Determination Period; and (ii) any other qualified plan of
the Employer which enables a plan described in clause (i) to meet the
requirements of Code Section 401(a)(4) or of Code Section 410.

(5) "Permissive Aggregation Group" is the Required Aggregation Group
plus any other qualified plans maintained by the Employer, but only if
such group would satisfy in the aggregate the requirements of Code
Section 401(a)(4) and of Code Section 410. The Advisory Committee will
determine the Permissive Aggregation Group.

(6) "Employer" means the Employer that adopts this Plan and any
related employers described in Section 1.30.

(7) "Determination Date" for any Plan Year is the Accounting Date of
the preceding Plan Year or, in the case of the first Plan Year of the
Plan, the Accounting Date of that Plan Year. The "Determination Period"
is the 5 year period ending on the Determination Date.

1.34 "Paired Plans" means the Employer has adopted two Standardized
Plan Adoption Agreements offered with this Master Plan, one Adoption Agreement
being a Paired Profit Sharing Plan and one Adoption Agreement being a Paired
Pension Plan. A Paired Profit Sharing Plan may include a Code Section 401(k)
arrangement. A Paired Pension Plan must be a money purchase pension plan or a
target benefit pension plan. Paired Plans must be the subject of a favorable
opinion letter issued by the National Office of the Internal Revenue Service.
This Master Plan does not pair any of its Standardized Plan Adoption
Agreements with Standardized Plan Adoption Agreements under a defined benefit
master plan.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY. Each Employee becomes a Participant in the Plan in
accordance with the participation option selected by the Employer in its
Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the Effective Date continues as a
Participant in the Plan, irrespective of whether he satisfies the
participation conditions in the restated Plan, unless otherwise provided in
the Employer's Adoption Agreement.

2.02 YEAR OF SERVICE-PARTICIPATION. For purposes of an Employee's
participation in the Plan under Adoption Agreement Section 2.01, the Plan
takes into account all of his Years of Service with the Employer, except as
provided in Section 2.03. "Year of Service" means an eligibility computation
period during which the Employee completes not less than the number of Hours
of Service specified in the Employer's Adoption Agreement. The initial
eligibility computation period is the first 12 consecutive month period
measured from the Employment Commencement Date. The Plan measures succeeding
eligibility computation periods in accordance with the option selected by the
Employer in its Adoption Agreement. If the Employer elects to measure
subsequent periods on a Plan Year basis, an Employee who receives credit for
the required number of Hours of Service during the initial eligibility
computation period and during the first applicable Plan Year will receive
credit for two Years of Service under Article II. "Employment Commencement
Date" means the date on which the Employee first performs an Hour of Service
for the Employer. If the Employer elects a service condition under Adoption
Agreement Section 2.01 based on months, the Plan does not apply any Hour of
Service requirement after the completion of the first Hour of Service.

2.03 BREAK IN SERVICE-PARTICIPATION. An Employee incurs a "Break in
Service" if during any 12 consecutive month period he does not complete more
than 500 Hours of Service with the Employer. The "12 consecutive month period"
under this Section 2.03 is the same 12 consecutive month period for which the
Plan measures "Years of Service" under Section 2.02.

(A) 2-YEAR ELIGIBILITY. If the Employer elects a 2 years of service
condition for eligibility purposes under Adoption Agreement Section 2.01, the
Plan treats an Employee who incurs a one year Break in Service and who has
never become a Participant as a new Employee on the date he first performs an
Hour of Service for the Employer after the Break in Service.

(B) SUSPENSION OF YEARS OF SERVICE. The Employer must elect in its Adoption
Agreement whether a Participant will incur a suspension of Years of Service
after incurring a one year Break in Service. If this rule applies under the
Employer's Plan, the Plan disregards a Participant's Years of Service (as
defined in Section 2.02) earned prior to a Break in Service until the
Participant completes another Year of Service and the Plan suspends the
Participant's participation in the Plan. If the Participant completes a Year
of Service following his Break in Service, the Plan restores that
Participant's pre-Break Years of Service (and the Participant resumes active
participation in the Plan) retroactively to the first day of the computation
period in which the Participant earns the first post-Break Year of Service.
The initial computation period under this Section 2.03(B) is the 12
consecutive month period measured from the date the Participant first receives
credit for an Hour of Service following the one year Break in Service period.
The Plan measures any subsequent periods, if necessary, in a manner consistent
with the computation period selection in Adoption Agreement Section 2.02. This
Section 2.03(B) does not affect a Participant's vesting credit under Article V
and, during a suspension period, the Participant's Account continues to share
fully in Trust Fund allocations under Section 9.11. Furthermore, this Section
2.03(B) will not result in the restora-

<PAGE>

tion of any Year of Service disregarded under the Break in Service rule of
Section 2.03(A).

2.04 PARTICIPATION UPON REEMPLOYMENT. A Participant whose employment
with the Employer terminates will reenter the Plan as a Participant on the
date of his reemployment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). An Employee who satisfies the Plan's eligibility
conditions but who terminates employment with the Employer prior to becoming a
Participant will become a Participant on the later of the Plan Entry Date on
which he would have entered the Plan had he not terminated employment or the
date of his reemployment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). Any Employee who terminates employment prior to
satisfying the Plan's eligibility conditions becomes a Participant in
accordance with Adoption Agreement Section 2.01.

2.05 CHANGE IN EMPLOYEE STATUS. If a Participant has not incurred a
Separation from Service but ceases to be eligible to participate in the Plan,
by reason of employment within an employment classification excluded by the
Employer under Adoption Agreement Section 1.07, the Advisory Committee must
treat the Participant as an Excluded Employee during the period such a
Participant is subject to the Adoption Agreement exclusion. The Advisory
Committee determines a Participant's sharing in the allocation of Employer
contributions and Participant forfeitures, if applicable, by disregarding his
Compensation paid by the Employer for services rendered in his capacity as an
Excluded Employee. However, during such period of exclusion, the Participant,
without regard to employment classification, continues to receive credit for
vesting under Article V for each included Year of Service and the
Participant's Account continues to share fully in Trust Fund allocations under
Section 9.11.

If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification, he
will participate in the Plan immediately if he has satisfied the eligibility
conditions of Section 2.01 and would have been a Participant had he not been
an Excluded Employee during his period of Service. Furthermore, the Plan takes
into account all of the Participant's included Years of Service with the
Employer as an Excluded Employee for purposes of vesting credit under Article
V.

2.06 ELECTION NOT TO PARTICIPATE. If the Employer's Plan is a
Standardized Plan, the Plan does not permit an otherwise eligible Employee nor
any Participant to elect not to participate in the Plan. If the Employer's
Plan is a Nonstandardized Plan, the Employer must specify in its Adoption
Agreement whether an Employee eligible to participate, or any present
Participant, may elect not to participate in the Plan. For an election to be
effective for a particular Plan Year, the Employee or Participant must file
the election in writing with the Plan Administrator not later than the time
specified in the Employer's Adoption Agreement. The Employer may not make a
contribution under the Plan for the Employee or for the Participant for the
Plan Year for which the election is effective, nor for any succeeding Plan
Year, unless the Employee or Participant reelects to participate in the Plan.
After an Employee's or Participant's election not to participate has been
effective for at least the minimum period prescribed by the Employer's
Adoption Agreement, the Employee or Participant may reelect to participate in
the Plan for any Plan Year and subsequent Plan Years. An Employee or
Participant may reelect to participate in the Plan by filing his election in
writing with the Plan Administrator not later than the time specified in the
Employer's Adoption Agreement. An Employee or Participant who reelects to
participate may again elect not to participate only as permitted in the
Employer's Adoption Agreement. If an Employee is a Self-Employed Individual,
the Employee's election [except as permitted by Treasury regulations without
creating a Code Section 401(k) arrangement with respect to that Self-Employed
Individual] must be effective no later than the date the Employee first would
become a Participant in the Plan and the election is irrevocable. The Plan
Administrator must furnish an Employee or a Participant any form required for
purposes of an election under this Section 2.06. An election timely filed is
effective for the entire Plan Year.

A Participant who elects not to participate may not receive a
distribution of his Accrued Benefit attributable either to Employer or to
Participant contributions except as provided under Article IV or under Article
VI. However, for each Plan Year for which a Participant's election not to
participate is effective, the Participant's Account, if any, continues to
share in Trust Fund allocations under Article IX. Furthermore, the Employee or
the Participant receives vesting credit under Article V for each included Year
of Service during the period the election not to participate is effective.

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

Part 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS:
SECTIONS 3.01 THROUGH 3.06

3.01 AMOUNT. For each Plan Year, the Employer contributes to the Trust
the amount determined by application of the contribution option selected by
the Employer in its Adoption Agreement. The Employer may not make a
contribution to the Trust for any Plan Year to the extent the contribution
would exceed the Participants' Maximum Permissible Amounts.

The Employer contributes to this Plan on the condition its contribution
is not due to a mistake of fact and the Revenue Service will not disallow the
deduction for its contribution. The Trustee, upon written request from the
Employer, must return to the Employer the amount of the Employer's
contribution made by the Employer by mistake of fact or the amount of the
Employer's contribution disallowed as a deduction under Code Section 404. The
Trustee will not return any portion of the Employer's contribution under the
provisions of this paragraph more than one year after:

(a) The Employer made the contribution by mistake of fact; or

(b) The disallowance of the contribution as a deduction, and then,
only to the extent of the disallowance.

The Trustee will not increase the amount of the Employer contribution
returnable under this Section 3.01 for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution
returnable for any losses attributable to it. The Trustee may require the
Employer to furnish it whatever evidence the Trustee deems necessary to enable
the Trustee to confirm the amount the Employer has requested be returned is
properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION. The Employer, from its records,
determines the amount of any contributions to be made by it to the Trust under
the terms of the Plan.

3.03 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its
contribution for each Plan Year in one or more installments without interest.
The Employer must make its contribution to the Plan within the time prescribed
by the Code or applicable Treasury regulations. Subject to the consent of the
Trustee, the Employer may make its contribution in property rather than in
cash, provided the contribution of property is not a prohibited transaction
under the Code or under ERISA.

3.04 CONTRIBUTION ALLOCATION.

(A) METHOD OF ALLOCATION. The Employer must specify in its Adoption
Agreement the manner of allocating each annual Employer contribution to this
Trust.

(B) TOP HEAVY MINIMUM ALLOCATION. The Plan must comply with the provisions
of this Section 3.04(B), subject to the elections in the Employer's Adoption
Agreement.

(1) TOP HEAVY MINIMUM ALLOCATION UNDER STANDARDIZED PLAN. Subject to
the Employer's election under Section 3.04(B)(3), the top heavy minimum
allocation requirement applies to a Standardized Plan for each Plan Year,
irrespective of whether the Plan is top heavy.

(a) Each Participant employed by the Employer on the last day of the
Plan Year will receive a top heavy minimum allocation for that Plan
Year. The Employer may elect in Section 3.04 of its Adoption Agreement
to apply this paragraph (a) only to a Participant who is a Non-Key
Employee.

(b) Subject to any overriding elections in Section 3.18 of the
Employer's Adoption Agreement, the top heavy minimum allocation is the
lesser of 3% of the Participant's Compensation for the Plan Year or the
highest contribution rate for the Plan Year made on behalf of any
Participant for the Plan Year. However, if the Employee participates in
Paired Plans, the top heavy minimum allocation is 3% of his
Compensation. If, under Adoption Agreement Section 3.04, the Employer
elects to apply paragraph (a) only to a Participant who is a Non-Key
Employee, the Advisory Committee will determine the "highest
contribution rate" described in the first sentence of this paragraph
(b) by reference only to the contribution rates of Participants who are
Key Employees for the Plan Year.

(2) TOP HEAVY MINIMUM ALLOCATION UNDER NONSTANDARDIZED PLAN. The top
heavy minimum allocation requirement applies to a Nonstandardized Plan only in
Plan Years for which the Plan is top heavy. Except as provided in the
Employer's Adoption Agreement, if the Plan is top heavy in any Plan Year:

(a) Each Non-Key Employee who is a Participant and is employed by the
Employer on the last day of the Plan Year will receive a top heavy
minimum allocation for that Plan Year, irrespective of whether he
satisfies the Hours of Service condition under Section 3.06 of the
Employer's Adoption Agreement; and

(b) The top heavy minimum allocation is the lesser of 3% of the
Non-Key Employee's Compensation for the Plan Year or the highest
contribution rate for the Plan Year made on behalf of any Key Employee.
However, if

5
<PAGE>

a defined benefit plan maintained by the Employer which benefits a Key
Employee depends on this Plan to satisfy the antidiscrimination rules of
Code Section 401(a)(4) or the coverage rules of Code Section 410 (or
another plan benefiting the Key Employee so depends on such defined
benefit plan), the top heavy minimum allocation is 3% of the Non-Key
Employee's Compensation regardless of the contribution rate for the Key
Employees.

(3) SPECIAL ELECTION FOR STANDARDIZED CODE Section 401(k) PLAN. If
the Employer's Plan is a Standardized Code Section 401(k) Plan, the Employer
may elect in Adoption Agreement Section 3.04 to apply the top heavy minimum
allocation requirements of Section 3.04(B)(1) only for Plan Years in which
the Plan actually is a top heavy plan.

(4) SPECIAL DEFINITIONS. For purposes of this Section 3.04(B), the
term "Participant" includes any Employee otherwise eligible to participate in
the Plan but who is not a Participant because of his Compensation level or
because of his failure to make elective deferrals under a Code Section 401(k)
arrangement or because of his failure to make mandatory contributions. For
purposes of subparagraph (1)(b) or (2)(b), "Compensation" means Compensation
as defined in Section 1.12, except Compensation does not include elective
contributions, irrespective of whether the Employer has elected to include
these amounts in Section 1.12 of its Adoption Agreement, any exclusion
selected in Section 1.12 of the Adoption Agreement (other than the exclusion
of elective contributions) does not apply, and any modification to the
definition of Compensation in Section 3.06 does not apply.

(5) DETERMINING CONTRIBUTION RATES. For purposes of this Section
3.04(B), a Participant's contribution rate is the sum of all Employer
contributions (not including Employer contributions to Social Security) and
forfeitures allocated to the Participant's Account for the Plan Year divided
by his Compensation for the entire Plan Year. However, for purposes of
satisfying a Participant's top heavy minimum allocation in Plan Years
beginning after December 31, 1988, the Participant's contribution rate does
not include any elective contributions under a Code Section 401(k)
arrangement nor any Employer matching contributions allocated on the basis of
those elective contributions or on the basis of employee contributions,
except a Nonstandardized Plan may include in the contribution rate any
matching contributions not necessary to satisfy the nondiscrimination
requirements of Code Section 401(k) or of Code Section 401(m).

If the Employee is a Participant in Paired Plans, the Advisory
Committee will consider the Paired Plans as a single Plan to determine a
Participant's contribution rate and to determine whether the Plans satisfy
this top heavy minimum allocation requirement. To determine a Participant's
contribution rate under a Nonstandardized Plan, the Advisory Committee must
treat all qualified top heavy defined contribution plans maintained by the
Employer (or by any related Employers described in Section 1.30) as a single
plan.

(6) NO ALLOCATIONS. If, for a Plan Year, there are no allocations of
Employer contributions or forfeitures for any Participant [for purposes of
Section 3.04(B)(1)(b)1 or for any Key Employee [for purposes of Section
3.04(B)(2)(b)1, the Plan does not require any top heavy minimum allocation for
the Plan Year, unless a top heavy minimum allocation applies because of the
maintenance by the Employer of more than one plan.

(7) ELECTION OF METHOD. The Employer must specify in its Adoption
Agreement the manner in which the Plan will satisfy the top heavy minimum
allocation requirement.

(a) If the Employer elects to make any necessary additional
contribution to this Plan, the Advisory Committee first will allocate the
Employer contributions (and Participant forfeitures, if any) for the Plan
Year in accordance with the provisions of Adoption Agreement Section
3.04. The Employer then will contribute an additional amount for the
Account of any Participant entitled under this Section 3.04(B) to a top
heavy minimum allocation and whose contribution rate for the Plan Year,
under this Plan and any other plan aggregated under paragraph (5), is
less than the top heavy minimum allocation. The additional amount is the
amount necessary to increase the Participant's contribution rate to the
top heavy minimum allocation. The Advisory Committee will allocate the
additional contribution to the Account of the Participant on whose behalf
the Employer makes the contribution.

(b) If the Employer elects to guarantee the top heavy minimum
allocation under another plan, this Plan does not provide the top heavy
minimum allocation and the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) under the Plan
solely in accordance with the allocation method selected under Adoption
Agreement Section 3.04.

3.05 FORFEITURE ALLOCATION. The amount of a Participant's Accrued
Benefit forfeited under the Plan is a Participant forfeiture. The Advisory
Committee will allocate Participant forfeitures in the manner specified by the
Employer in its Adoption Agreement. The Advisory Committee will continue to hold
the undistributed, non-vested portion of a terminated Participant's Accrued
Benefit in his Account solely for his benefit until a forfeiture occurs at the
time specified in Section 5.09 or if applicable, until the time specified in
Section 9.14. Except as provided under Section 5.04, a Participant will not
share in the allocation of a forfeiture of any portion of his Accrued Benefit.

3.06 ACCRUAL OF BENEFIT. The Advisory Committee will determine the
accrual of benefit (Employer contributions and Participant forfeitures) on
the basis of the Plan Year in accordance with the Employer's elections in its
Adoption Agreement.

(A) COMPENSATION TAKEN INTO ACCOUNT. The Employer must specify in its
Adoption Agreement the Compensation the Advisory Committee is to take into
account in allocating an Employer contribution to a Participant's Account for
the Plan Year in which the Employee first becomes a Participant. For all
other Plan Years, the Advisory Committee will take into account only the
Compensation determined for the portion of the Plan Year in which the
Employee actually is a Participant. The Advisory Committee must take into
account the Employee's entire Compensation for the Plan Year to determine
whether the Plan satisfies the top heavy minimum allocation requirement of
Section 3.04(B). The Employer, in an addendum to its Adoption Agreement
numbered 3.06(A), may elect to measure Compensation for the Plan Year for
allocation purposes on the basis of a specified period other than the Plan
Year.

(B) HOURS OF SERVICE REQUIREMENT. Subject to the applicable minimum
allocation requirement of Section 3.04, the Advisory Committee will not
allocate any portion of an Employer contribution for a Plan Year to any
Participant's Account if the Participant does not complete the applicable
minimum Hours of Service requirement specified in the Employer's Adoption
Agreement.

(C) EMPLOYMENT REQUIREMENT. If the Employer's Plan is a Standardized Plan,
a Participant who, during a particular Plan Year, completes the accrual
requirements of Adoption Agreement Section 3.06 will share in the allocation
of Employer contributions for that Plan Year without regard to whether he is
employed by the Employer on the Accounting Date of that Plan Year. If the
Employer's Plan is a Nonstandardized Plan, the Employer must specify in its
Adoption Agreement whether the Participant will accrue a benefit if he is not
employed by the Employer on the Accounting Date of the Plan Year. If the
Employer's Plan is a money purchase plan or a target benefit plan, whether
Nonstandardized or Standardized, the Plan conditions benefit accrual on
employment with the Employer on the last day of the Plan Year for the Plan
Year in which the Employer terminates the Plan.

(D) OTHER REQUIREMENTS. If the Employer's Adoption Agreement includes
options for other requirements affecting the Participant's accrual of
benefits under the Plan, the Advisory Committee will apply this Section 3.06
in accordance with the Employer's Adoption Agreement selections.

(E) SUSPENSION OF ACCRUAL REQUIREMENTS UNDER NONSTANDARDIZED PLAN. If the
Employer's Plan is a Nonstandardized Plan, the Employer may elect in its
Adoption Agreement to suspend the accrual requirements elected under Adoption
Agreement Section 3.06 if, for any Plan Year beginning after December 31,
1989, the Plan fails to satisfy the Participation Test or the Coverage Test.
A Plan satisfies the Participation Test if, on each day of the Plan Year, the
number of Employees who benefit under the Plan is at least equal to the
lesser of 50 or 40% of the total number of Includible Employees as of such
day. A Plan satisfies the Coverage Test if, on the last day of each quarter
of the Plan Year, the number of Nonhighly Compensated Employees who benefit
under the Plan is at least equal to 70% of the total number of Includible
Nonhighly Compensated Employees as of such day. "Includible" Employees are
all Employees other than: (1) those Employees excluded from participating in
the Plan for the entire Plan Year by reason of the collective bargaining unit
exclusion or the nonresident alien exclusion under Adoption Agreement Section
1.07 or by reason of the participation requirements of Sections 2.01 and
2.03; and (2) any Employee who incurs a Separation from Service during the
Plan Year and fails to complete at least 501 Hours of Service for the Plan
Year. A "Nonhighly Compensated Employee" is an Employee who is not a Highly
Compensated Employee and who is not a family member aggregated with a Highly
Compensated Employee pursuant to Section 1.09 of the Plan.

For purposes of the Participation Test and the Coverage Test, an
Employee is benefiting under the Plan on a particular date if, under Adoption
Agreement Section 3.04, he is entitled to an allocation for the Plan Year.
Under the Participation Test, when determining whether an Employee is
entitled to an allocation under Adoption Agreement Section 3.04, the Advisory
Committee will disregard any allocation required solely by reason of the top
heavy minimum allocation, unless the top heavy minimum allocation is the only
allocation made under the Plan for the Plan Year.

If this Section 3.06(E) applies for a Plan Year, the Advisory
Committee will suspend the accrual requirements for the Includible Employees
who are Participants, beginning first with the Includible Employee(s)
employed with the Employer on the last day of the Plan Year, then the
Includible Employee(s) who have the latest Separation from Service during the
Plan Year, and continuing to suspend in descending order the accrual
requirements for each Includible Employee who incurred an earlier Separation
from Service, from the latest to the earliest Separation from Service date,
until the Plan satisfies both the Participation Test and the Coverage Test
for the Plan Year. If two or more Includible Employees have a Separation from
Service on the same day, the Advisory Committee will suspend the accrual
requirements for all such Includible Employees, irrespective of whether the
Plan can satisfy the Participation Test and the Coverage Test by accruing
benefits for fewer than all such Includible Employees. If the Plan suspends
the accrual requirements

<PAGE>

for an Includible Employee, that Employee will share in the allocation of
Employer contributions and Participant forfeitures, if any, without regard to
the number of Hours of Service he has earned for the Plan Year and without
regard to whether he is employed by the Employer on the last day of the Plan
Year. If the Employer's Plan includes Employer matching contributions subject
to Code Section 401(m), this suspension of accrual requirements applies
separately to the Code Section 401(m) portion of the Plan, and the Advisory
Committee will treat an Employee as benefiting under that portion of the Plan
if he is an Eligible Employee for purposes of the Code Section 401(m)
nondiscrimination test. The Employer may modify the operation of this Section
3.06(E) by electing appropriate modifications in Section 3.06 of its Adoption
Agreement.

PART 2. LIMITATIONS ON ALLOCATIONS: SECTIONS 3.07 THROUGH 3.19

NOTE: SECTIONS 3.07 THROUGH 3.10 APPLY ONLY TO PARTICIPANTS IN THIS
PLAN WHO DO NOT PARTICIPATE, AND WHO HAVE NEVER PARTICIPATED, IN ANOTHER
QUALIFIED PLAN OR IN A WELFARE BENEFIT FUND [AS DEFINED IN CODE SECTION 419(e)]
MAINTAINED BY THE EMPLOYER.

3.07 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may
not exceed the Maximum Permissible Amount. If the amount the Employer
otherwise would contribute to the Participant's Account would cause the
Annual Additions for the Limitation Year to exceed the Maximum Permissible
Amount, the Employer will reduce the amount of its contribution so the Annual
Additions for the Limitation Year will equal the Maximum Permissible Amount.
If an allocation of Employer contributions, pursuant to Section 3.04, would
result in an Excess Amount (other than an Excess Amount resulting from the
circumstances described in Section 3.10) to the Participant's Account, the
Advisory Committee will reallocate the Excess Amount to the remaining
Participants who are eligible for an allocation of Employer contributions for
the Plan Year in which the Limitation Year ends. The Advisory Committee will
make this reallocation on the basis of the allocation method under the Plan
as if the Participant whose Account otherwise would receive the Excess Amount
is not eligible for an allocation of Employer contributions.

3.08 Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Advisory Committee may determine the
Maximum Permissible Amount on the basis of the Participant's estimated annual
Compensation for such Limitation Year. The Advisory Committee must make this
determination on a reasonable and uniform basis for all Participants
similarly situated. The Advisory Committee must reduce any Employer
contributions (including any allocation of forfeitures) based on estimated
annual Compensation by any Excess Amounts carried over from prior years.

3.09 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the Maximum
Permissible Amount for such Limitation Year on the basis of the Participant's
actual Compensation for such Limitation Year.

3.10 If, pursuant to Section 3.09, or because of the allocation of
forfeitures, there is an Excess Amount with respect to a Participant for a
Limitation Year, the Advisory Committee will dispose of such Excess Amount as
follows:

(a) The Advisory Committee will return any nondeductible voluntary
Employee contributions to the Participant to the extent the return would
reduce the Excess Amount.

(b) If, after the application of paragraph (a), an Excess Amount still
exists, and the Plan covers the Participant at the end of the Limitation
Year, then the Advisory Committee will use the Excess Amount(s) to reduce
future Employer contributions (including any allocation of forfeitures)
under the Plan for the next Limitation Year and for each succeeding
Limitation Year, as is necessary, for the Participant. If the Employer's
Plan is a profit sharing plan, the Participant may elect to limit his
Compensation for allocation purposes to the extent necessary to reduce
his allocation for the Limitation Year to the Maximum Permissible Amount
and eliminate the Excess Amount.

(c) If, after the application of paragraph (a), an Excess Amount still
exists, and the Plan does not cover the Participant at the end of the
Limitation Year, then the Advisory Committee will hold the Excess Amount
unallocated in a suspense account. The Advisory Committee will apply the
suspense account to reduce Employer Contributions (including allocation
of forfeitures) for all remaining Participants in the next Limitation
Year, and in each succeeding Limitation Year if necessary. Neither the
Employer nor any Employee may contribute to the Plan for any Limitation
Year in which the Plan is unable to allocate fully a suspense account
maintained pursuant to this paragraph (c).

(d) The Advisory Committee will not distribute any Excess Amount(s) to
Participants or to former Participants.

NOTE: SECTIONS 3.11 THROUGH 3.16 APPLY ONLY TO PARTICIPANTS WHO, IN
ADDITION TO THIS PLAN, PARTICIPATE IN ONE OR MORE PLANS (INCLUDING PAIRED
PLANS), ALL OF WHICH ARE QUALIFIED MASTER OR PROTOTYPE DEFINED CONTRIBUTION
PLANS OR WELFARE BENEFIT FUNDS LAS DEFINED IN CODE SECTION 419(e)] MAINTAINED
BY THE EMPLOYER DURING THE LIMITATION YEAR.

3.11 The amount of Annual Additions which the Advisory Committee
may allocate under this Plan on a Participant's behalf for a Limitation Year
may not exceed the Maximum Permissible Amount, reduced by the sum of any
Annual Additions allocated to the Participant's Accounts for the same
Limitation Year under this Plan and such other defined contribution plan. If
the amount the Employer otherwise would contribute to the Participant's
Account under this Plan would cause the Annual Additions for the Limitation
Year to exceed this limitation, the Employer will reduce the amount of its
contribution so the Annual Additions under all such plans for the Limitation
Year will equal the Maximum Permissible Amount. If an allocation of Employer
contributions, pursuant to Section 3.04, would result in an Excess Amount
(other than an Excess Amount resulting from the circumstances described in
Section 3.10) to the Participant's Account, the Advisory Committee will
reallocate the Excess Amount to the remaining Participants who are eligible
for an allocation of Employer contributions for the Plan Year in which the
Limitation Year ends. The Advisory Committee will make this reallocation on
the basis of the allocation method under the Plan as if the Participant whose
Account otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.

3.12 Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the Advisory Committee may determine
the amounts referred to in 3.11 above on the basis of the Participant's
estimated annual Compensation for such Limitation Year. The Advisory
Committee will make this determination on a reasonable and uniform basis for
all Participants similarly situated. The Advisory Committee must reduce any
Employer contribution (including allocation of forfeitures) based on
estimated annual Compensation by any Excess Amounts carried over from prior
years.

3.13 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the amounts referred
to in 3.11 on the basis of the Participant's actual Compensation for such
Limitation Year.

3.14 If pursuant to Section 3.13, or because of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and all such
other plans result in an Excess Amount, such Excess Amount will consist of
the Amounts last allocated. The Advisory Committee will determine the Amounts
last allocated by treating the Annual Additions attributable to a welfare
benefit fund as allocated first, irrespective of the actual allocation date
under the welfare benefit fund.

3.15 The Employer must specify in its Adoption Agreement the Excess
Amount attributed to this Plan, if the Advisory Committee allocates an Excess
Amount to a Participant on an allocation date of this Plan which coincides
with an allocation date of another plan.

3.16 The Advisory Committee will dispose of any Excess Amounts
attributed to this Plan as provided in Section 3.10.

NOTE: SECTION 3.17 APPLIES ONLY TO PARTICIPANTS WHO, IN ADDITION TO
THIS PLAN, PARTICIPATE IN ONE OR MORE QUALIFIED PLANS WHICH ARE QUALIFIED
DEFINED CONTRIBUTION PLANS OTHER THAN A MASTER OR PROTOTYPE PLAN MAINTAINED
BY THE EMPLOYER DURING THE LIMITATION YEAR.

3.17 SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions
which the Advisory Committee may allocate under this Plan on behalf of any
Participant are limited in accordance with the provisions of Section 3.11
through 3.16, as though the other plan were a Master or Prototype plan,
unless the Employer provides other limitations in an addendum to the Adoption
Agreement, numbered Section 3.17.

3.18 DEFINED BENEFIT PLAN LIMITATION. If the Employer maintains a
defined benefit plan, or has ever maintained a defined benefit plan which the
Employer has terminated, then the sum of the defined benefit plan fraction
and the defined contribution plan fraction for any Participant for any
Limitation Year must not exceed 1.0. The Employer must provide in Adoption
Agreement Section 3.18 the manner in which the Plan will satisfy this
limitation. The Employer also must provide in its Adoption Agreement Section
3.18 the manner in which the Plan will satisfy the top heavy requirements of
Code Section 416 after taking into account the existence (or prior
maintenance) of the defined benefit plan.

3.19 DEFINITIONS-ARTICLE III. For purposes of Article III, the
following terms mean:

(a) "Annual Addition" - The sum of the following amounts allocated on
behalf of a Participant for a Limitation Year, of(i) all Employer
contributions; (ii) all forfeitures; and (iii) all Employee
contributions. Except to the extent provided in Treasury regulations,
Annual Additions include excess contributions described in Code Section
401(k), excess aggregate contributions described in Code Section 401(m)
and excess deferrals described in Code Section 402(g), irrespective of
whether the plan distributes or forfeits such excess amounts. Annual
Additions also include Excess Amounts reapplied to reduce Employer
contributions under Section 3.10. Amounts allocated after March 31, 1984,
to an individual medical account [as defined in Code Section 415(l)(2)]
included as part of a defined benefit plan maintained by the Employer are
Annual Additions. Furthermore, Annual Additions include contributions
paid or accrued after December 31, 1985, for taxable years ending after
December 31, 1985, attributable to post-retire-

<PAGE>

ment 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.

(b) "Compensation" - For purposes of applying the limitations of Part
2 of this Article III, "Compensation" means Compensation as defined in
Section 1.12, except Compensation does not include elective
contributions, irrespective of whether the Employer has elected to
include these amounts as Compensation under Section 1.12 of its Adoption
Agreement, and any exclusion selected in Section 1.12 of the Adoption
Agreement (other than the exclusion of elective contributions) does not
apply.

(c) "Employer" - The Employer that adopts this Plan and any related
employers described in Section 1.30. Solely for purposes of applying the
limitations of Part 2 of this Article III, the Advisory Committee will
determine related employers described in Section 1.30 by modifying Code
Section 414(b) and (c) in accordance with Code Section 415(h).

(d) "Excess Amount" - The excess of the Participant's Annual Additions
for the Limitation Year over the Maximum Permissible Amount.

(e) "Limitation Year" - The period selected by the Employer under
Adoption Agreement Section 1.17. All qualified plans of the Employer must
use the same Limitation Year. If the Employer amends the Limitation Year
to a different 12 consecutive month period, the new Limitation Year must
begin on a date within the Limitation Year for which the Employer makes
the amendment, creating a short Limitation Year.

(f) "Master or Prototype Plan" - A plan the form of which is the
subject of a favorable notification letter or a favorable opinion letter
from the Internal Revenue Service.

(g) "Maximum Permissible Amount" - The lesser of (i) $30,000 [or, if
greater, one-fourth of the defined benefit dollar limitation under Code
Section 415(b)(l)(A)], or (ii) 25% of the Participant's Compensation for
the Limitation Year. If there is a short Limitation Year because of a
change in Limitation Year, the Advisory Committee will multiply the
$30,000 (or adjusted) limitation by the following fraction:

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

(h) "Defined contribution plan" - A retirement plan which provides for
an individual account for each participant and for benefits based solely
on the amount contributed to the participant's account, and any income,
expenses, gains and losses, and any forfeitures of accounts of other
participants which the plan may allocate to such participant's account.
The Advisory Committee must treat all defined contribution plans (whether
or not terminated) maintained by the Employer as a single plan. Solely
for purposes of the limitations of Part 2 of this Article III, the
Advisory Committee will treat employee contributions made to a defined
benefit plan maintained by the Employer as a separate defined
contribution plan. The Advisory Committee also will treat as a defined
contribution plan an individual medical account [as defined in Code
Section 415(l)(2)1 included as part of a defined benefit plan maintained
by the Employer and, for taxable years ending after December 31, 1985, a
welfare benefit fund under Code Section 419(e) maintained by the Employer
to the extent there are post-retirement medical benefits allocated to the
separate account of a key employee [as defined in Code Section
419A(d)(3)].

(i) "Defined benefit plan" - A retirement plan which does not provide
for individual accounts for Employer contributions. The Advisory
Committee must treat all defined benefit plans (whether or not
terminated) maintained by the Employer as a single plan.

NOTE: THE DEFINITIONS IN PARAGRAPHS (j), (k) AND (l) APPLY ONLY IF THE
LIMITATION DESCRIBED IN SECTION 3.18 APPLIES TO THE EMPLOYER'S PLAN.

(j) "Defined benefit plan fraction" -

PROJECTED ANNUAL BENEFIT OF THE PARTICIPANT
UNDER THE DEFINED BENEFIT PLAN(S)
- --------------------------------------------------------------------------------
The lesser of(i) 125% [subject to the "100% limitation" in paragraph (1)]
of the dollar limitation in effect under Code Section 415(b)(1)(A) for the
Limitation Year, or (ii) 140% of the Participant's average Compensation
for his high three (3) consecutive Years of Service

To determine the denominator of this fraction, the Advisory Committee
will make any adjustment required under Code Section 415(b) and will
determine a Year of Service, unless otherwise provided in an addendum to
Adoption Agreement Section 3.18, as a Plan Year in which the Employee
completed at least 1,000 Hours of Service. The "projected annual benefit" is
the annual retirement benefit (adjusted to an actuarially equivalent straight
life annuity if the plan expresses such benefit in a form other than a
straight life annuity or qualified joint and survivor annuity) of the
Participant under the terms of the defined benefit plan on the assumptions he
continues employment until his normal retirement age (or current age, if
later) as stated in the defined benefit plan, his compensation continues at
the same rate as in effect in the Limitation Year under consideration until
the date of his normal retirement age and all other relevant factors used to
determine benefits under the defined benefit plan remain constant as of the
current Limitation Year for all future Limitation Years.

CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one or
more defined benefit plans maintained by the Employer which were in existence
on May 6, 1986, the dollar limitation used in the denominator of this
fraction will not be less than the Participant's Current Accrued Benefit. A
Participant's Current Accrued Benefit is the sum of the annual benefits under
such defined benefit plans which the Participant had accrued as of the end of
the 1986 Limitation Year (the last Limitation Year beginning before January
1, 1987), determined without regard to any change in the terms or conditions
of the Plan made after May 5, 1986, and without regard to any cost of living
adjustment occurring after May 5, 1986. This Current Accrued Benefit rule
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code Section 415 as in effect at the end of the
1986 Limitation Year.

(k) "Defined contribution plan fraction" -

THE SUM, AS OF THE CLOSE OF THE LIMITATION YEAR, OF THE ANNUAL ADDITIONS
TO THE PARTICIPANT'S ACCOUNT UNDER THE DEFINED CONTRIBUTION PLAN(S)
- --------------------------------------------------------------------------------
The sum of the lesser of the following amounts determined for the
Limitation Year and for each prior Year of Service with the Employer:(i) 125%
[subject to the "100% limitation" in paragraph (1)] of the dollar limitation in
effect under Code Section 415(c)(1)(A) for the Limitation Year (determined
without regard to the special dollar limitations for employee stock ownership
plans), or (ii) 35% of the Participant's Compensation for the Limitation Year

For purposes of determining the defined contribution plan fraction,
the Advisory Committee will not recompute Annual Additions in Limitation
Years beginning prior to January 1, 1987, to treat all Employee contributions
as Annual Additions. If the Plan satisfied Code Section 415 for Limitation
Years beginning prior to January 1, 1987, the Advisory Committee will
redetermine the defined contribution plan fraction and the defined benefit
plan fraction as of the end of the 1986 Limitation Year, in accordance with
this Section 3.19. If the sum of the redetermined fractions exceeds 1.0, the
Advisory Committee will subtract permanently from the numerator of the
defined contribution plan fraction an amount equal to the product of (1) the
excess of the sum of the fractions over 1.0, times (2) the denominator of the
defined contribution plan fraction. In making the adjustment, the Advisory
Committee must disregard any accrued benefit under the defined benefit plan
which is in excess of the Current Accrued Benefit. This Plan continues any
transitional rules applicable to the determination of the defined
contribution plan fraction under the Employer's Plan as of the end of the
1986 Limitation Year.

(l) "100% LIMITATION." If the 100% limitation applies, the Advisory
Committee must determine the denominator of the defined benefit plan fraction
and the denominator of the defined contribution plan fraction by substituting
100% for 125%. If the Employer's Plan is a Standardized Plan, the 100%
limitation applies in all Limitation Years, subject to any override
provisions under Section 3.18 of the Employer's Adoption Agreement. If the
Employer overrides the 100% limitation under a Standardized Plan, the
Employer must specify in its Adoption Agreement the manner in which the Plan
satisfies the extra minimum benefit requirement of Code Section 416(h) and
the 100% limitation must continue to apply if the Plan's top heavy ratio
exceeds 90%. If the Employer's Plan is a Nonstandardized Plan, the 100%
limitation applies only if: (i) the Plan's top heavy ratio exceeds 90%; or
(ii) the Plan's top heavy ratio is greater than 60%, and the Employer does
not elect in its Adoption Agreement Section 3.18 to provide extra minimum
benefits which satisfy Code Section 416(h)(2).

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not
permit Participant nondeductible contributions unless the Employer maintains
its Plan under a Code Section 401(k) Adoption Agreement. If the Employer does
not maintain its Plan under a Code Section 401(k) Adoption Agreement and,
prior to the adoption of this Master Plan, the Plan accepted Participant
nondeductible contributions for a Plan Year beginning after December 31,
1986, those contributions must satisfy the requirements of Code Section
401(m). This Section 4.01 does not prohibit the Plan's acceptance of
Participant nondeductible contributions prior to the first Plan Year
commencing after the Plan Year in which the Employer adopts this Master Plan.

4.02 PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A qualified Plan may not
accept Participant deductible contributions after April 15, 1987. If the
Employer's Plan includes Participant deductible contributions ("DECs") made
prior to April 16, 1987, the Advisory Committee must maintain a separate
accounting for the Participant's Accrued Benefit attributable to DECs,
including DECs which are part of a rollover contribution described in Section
4.03. The Advisory Committee will treat the accumulated DECs as part of the

<PAGE>

Participant's Accrued Benefit for all purposes of the Plan, except for
purposes of determining the top heavy ratio under Section 1.33. The Advisory
Committee may not use DECs to purchase life insurance on the Participant's
behalf.

4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the
Employer's written consent and after filing with the Trustee the form
prescribed by the Advisory Committee, may contribute cash or other property
to the Trust other than as a voluntary contribution if the contribution is a
"rollover contribution" which the Code permits an employee to transfer either
directly or indirectly from one qualified plan to another qualified plan.
Before accepting a rollover contribution, the Trustee may require an Employee
to furnish satisfactory evidence that the proposed transfer is in fact a
"rollover contribution" which the Code permits an employee to make to a
qualified plan. A rollover contribution is not an Annual Addition under Part
2 of Article III.

The Trustee will invest the rollover contribution in a segregated
investment Account for the Participant's sole benefit unless the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee designation),
in its sole discretion, agrees to invest the rollover contribution as part of
the Trust Fund. The Trustee will not have any investment responsibility with
respect to a Participant's segregated rollover Account. The Participant,
however, from time to time, may direct the Trustee in writing as to the
investment of his segregated rollover Account in property, or property
interests, of any kind, real, personal or mixed; provided however, the
Participant may not direct the Trustee to make loans to his Employer. A
Participant's segregated rollover Account alone will bear any extraordinary
expenses resulting from investments made at the direction of the Participant.
As of the Accounting Date (or other valuation date) for each Plan Year, the
Advisory Committee will allocate and credit the net income (or net loss) from
a Participant's segregated rollover Account and the increase or decrease in
the fair market value of the assets of a segregated rollover Account solely
to that Account. The Trustee is not liable nor responsible for any loss
resulting to any Beneficiary, nor to any Participant, by reason of any sale
or investment made or other action taken pursuant to and in accordance with
the direction of the Participant. In all other respects, the Trustee will
hold, administer and distribute a rollover contribution in the same manner as
any Employer contribution made to the Trust.

An eligible Employee, prior to satisfying the Plan's eligibility
conditions, may make a rollover contribution to the Trust to the same extent
and in the same manner as a Participant. If an Employee makes a rollover
contribution to the Trust prior to satisfying the Plan's eligibility
conditions, the Advisory Committee and Trustee must treat the Employee as a
Participant for all purposes of the Plan except the Employee is not a
Participant for purposes of sharing in Employer contributions or Participant
forfeitures under the Plan until he actually becomes a Participant in the
Plan. If the Employee has a Separation from Service prior to becoming a
Participant, the Trustee will distribute his rollover contribution Account to
him as if it were an Employer contribution Account.

4.04 PARTICIPANT CONTRIBUTION-FORFEITABILITY. A Participant's
Accrued Benefit is, at all times, 100% Nonforfeitable to the extent the value
of his Accrued Benefit is derived from his Participant contributions
described in this Article IV.

4.05 PARTICIPANT CONTRIBUTION-WITHDRAWAL/DISTRIBUTION. A
Participant, by giving prior written notice to the Trustee, may withdraw all
or any part of the value of his Accrued Benefit derived from his Participant
contributions described in this Article IV. A distribution of Participant
contributions must comply with the joint and survivor requirements described
in Article VI, if those requirements apply to the Participant. A Participant
may not exercise his right to withdraw the value of his Accrued Benefit
derived from his Participant contributions more than once during any Plan
Year. The Trustee, in accordance with the direction of the Advisory
Committee, will distribute a Participant's unwithdrawn Accrued Benefit
attributable to his Participant contributions in accordance with the
provisions of Article VI applicable to the distribution of the Participant's
Nonforfeitable Accrued Benefit.

4.06 PARTICIPANT CONTRIBUTION-ACCRUED BENEFIT. The Advisory
Committee must maintain a separate Account(s) in the name of each Participant
to reflect the Participant's Accrued Benefit under the Plan derived from his
Participant contributions. A Participant's Accrued Benefit derived from his
Participant contributions as of any applicable date is the balance of his
separate Participant contribution Account(s).

ARTICLE V
TERMINATION OF SERVICE-
PARTICIPANT VESTING

5.01 NORMAL RETIREMENT AGE. The Employer must define Normal
Retirement Age in its Adoption Agreement. A Participant's Accrued Benefit
derived from Employer contributions is 100% Nonforfeitable upon and after his
attaining Normal Retirement Age (if employed by the Employer on or after that
date).

5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its
Adoption Agreement to provide a Participant's Accrued Benefit derived from
Employer contributions will be 100% Nonforfeitable if the Participant's
Separation from Service is a result of his death or his disability.

5.03 VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02,
for each Year of Service, a Participant's Nonforfeitable percentage of his
Accrued Benefit derived from Employer contributions equals the percentage in
the vesting schedule completed by the Employer in its Adoption Agreement.

(A) ELECTION OF SPECIAL VESTING FORMULA. If the Trustee makes a
distribution (other than a cash-out distribution described in Section 5.04)
to a partially-vested Participant, and the Participant has not incurred a
Forfeiture Break in Service at the relevant time, the Advisory Committee will
establish a separate Account for the Participant's Accrued Benefit. At any
relevant time following the distribution, the Advisory Committee will
determine the Participant's Nonforfeitable Accrued Benefit derived from
Employer contributions in accordance with the following formula:
P[AB + (R x D)]- (R x D).

To apply this formula, "P" is the Participant's current vesting
percentage at the relevant time, "AB" is the Participant's Employer-derived
Accrued Benefit at the relevant time, "R" is the ratio of "AB" to the
Participant's Employer-derived Accrued Benefit immediately following the
earlier distribution and "D" is the amount of the earlier distribution. If,
under a restated Plan, the Plan has made distribution to a partially-vested
Participant prior to its restated Effective Date and is unable to apply the
cash-out provisions of Section 5.04 to that prior distribution, this special
vesting formula also applies to that Participant's remaining Account. The
Employer, in an addendum to its Adoption Agreement, numbered Section 5.03,
may elect to modify this formula to read as follows: P(AB + D) - D.

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a
partially-vested Participant receives a cash-out distribution before he
incurs a Forfeiture Break in Service (as defined in Section 5.08), the
cash-out distribution will result in an immediate forfeiture of the nonvested
portion of the Participant's Accrued Benefit derived from Employer
contributions. See Section 5.09. A partially-vested Participant is a
Participant whose Nonforfeitable Percentage determined under Section 5.03 is
less than 100%. A cash-out distribution is a distribution of the entire
present value of the Participant's Nonforfeitable Accrued Benefit.

(A) RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested
Participant who is reemployed by the Employer after receiving a cash-out
distribution of the Nonforfeitable percentage of his Accrued Benefit may
repay the Trustee the amount of the cash-out distribution attributable to
Employer contributions, unless the Participant no longer has a right to
restoration by reason of the conditions of this Section 5.04(A). If a
partially-vested Participant makes the cash-out distribution repayment, the
Advisory Committee, subject to the conditions of this Section 5.04(A), must
restore his Accrued Benefit attributable to Employer contributions to the
same dollar amount as the dollar amount of his Accrued Benefit on the
Accounting Date, or other valuation date, immediately preceding the date of
the cash-out distribution, unadjusted for any gains or losses occurring
subsequent to that Accounting Date, or other valuation date. Restoration of
the Participant's Accrued Benefit includes restoration of all Code Section
411(d)(6) protected benefits with respect to that restored Accrued Benefit,
in accordance with applicable Treasury regulations. The Advisory Committee
will not restore a reemployed Participant's Accrued Benefit under this
paragraph if:

(1) 5 years have elapsed since the Participant's first reemployment
date with the Employer following the cash-out distribution; or

(2) The Participant incurred a Forfeiture Break in Service (as defined in
Section 5.08). This condition also applies if the Participant makes
repayment within the Plan Year in which he incurs the Forfeiture Break in
Service and that Forfeiture Break in Service would result in a complete
forfeiture of the amount the Advisory Committee otherwise would restore.

(B) TIME AND METHOD OF RESTORATION. If neither of the two conditions
preventing restoration of the Participant's Accrued Benefit applies, the
Advisory Committee will restore the Participant's Accrued Benefit as of the
Plan Year Accounting Date coincident with or immediately following the
repayment. To restore the Participant's Accrued Benefit, the Advisory
Committee, to the extent necessary, will allocate to the Participant's
Account:

(1) First, the amount, if any, of Participant forfeitures the Advisory
Committee would otherwise allocate under Section 3.05;

(2) Second, the amount, if any, of the Trust Fund net income or gain
for the Plan Year; and

(3) Third, the Employer contribution for the Plan Year to the extent
made under a discretionary formula.

In an addendum to its Adoption Agreement numbered 5.04(B), the
Employer may eliminate as a means of restoration any of the amounts described
in clauses (1), (2) and (3) or may change the order of priority of these
amounts. To the

<PAGE>

extent the amounts described in clauses (1), (2) and (3) are insufficient to
enable the Advisory Committee to make the required restoration, the Employer
must contribute, without regard to any requirement or condition of Section
3.01, the additional amount necessary to enable the Advisory Committee to
make the required restoration. If, for a particular Plan Year, the Advisory
Committee must restore the Accrued Benefit of more than one reemployed
Participant, then the Advisory Committee will make the restoration
allocations to each such Participant's Account in the same proportion that a
Participant's restored amount for the Plan Year bears to the restored amount
for the Plan Year of all reemployed Participants. The Advisory Committee will
not take into account any allocation under this Section 5.04 in applying the
limitation on allocations under Part 2 of Article III.

(C) 0% VESTED PARTICIPANT. The Employer must specify in its Adoption
Agreement whether the deemed cash-out rule applies to a 0% vested
Participant. A 0% vested Participant is a Participant whose Accrued Benefit
derived from Employer contributions is entirely forfeitable at the time of
his Separation from Service. If the Participant's Account is not entitled to
an allocation of Employer contributions for the Plan Year in which he has a
Separation from Service, the Advisory Committee will apply the deemed
cash-out rule as if the 0% vested Participant received a cash-out
distribution on the date of the Participant's Separation from Service. If the
Participant's Account is entitled to an allocation of Employer contributions
or Participant forfeitures for the Plan Year in which he has a Separation
from Service, the Advisory Committee will apply the deemed cash-out rule as
if the 0% vested Participant received a cash-out distribution on the first
day of the first Plan Year beginning after his Separation from Service. For
purposes of applying the restoration provisions of this Section 5.04, the
Advisory Committee will treat the 0% vested Participant as repaying his
cash-out "distribution" on the first date of his reemployment with the
Employer. If the deemed cash-out rule does not apply to the Employer's Plan,
a 0% vested Participant will not incur a forfeiture until he incurs a
Forfeiture Break in Service.

5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory
Committee restores the Participant's Accrued Benefit, as described in Section
5.04, the Trustee will invest the cash-out amount the Participant has repaid
in a segregated Account maintained solely for that Participant. The Trustee
must invest the amount in the Participant's segregated Account in Federally
insured interest bearing savings account(s) or time deposit(s) (or a
combination of both), or in other fixed income investments. Until commingled
with the balance of the Trust Fund on the date the Advisory Committee
restores the Participant's Accrued Benefit, the Participant's segregated
Account remains a part of the Trust, but it alone shares in any income it
earns and it alone bears any expense or loss it incurs. Unless the repayment
qualifies as a rollover contribution, the Advisory Committee will direct the
Trustee to repay to the Participant as soon as is administratively
practicable the full amount of the Participant's segregated Account if the
Advisory Committee determines either of the conditions of Section 5.04(A)
prevents restoration as of the applicable Accounting Date, notwithstanding
the Participant's repayment.

5.06 YEAR OF SERVICE--VESTING. For purposes of vesting under Section
5.03, Year of Service means any 12-consecutive month period designated in the
Employer's Adoption Agreement during which an Employee completes not less
than the number of Hours of Service (not exceeding 1,000) specified in the
Employer's Adoption Agreement. A Year of Service includes any Year of Service
earned prior to the Effective Date of the Plan, except as provided in Section
5.08.

5.07 BREAK IN SERVICE--VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any vesting computation
period he does not complete more than 500 Hours of Service. If, pursuant to
Section 5.06, the Plan does not require more than 500 Hours of Service to
receive credit for a Year of Service, a Participant incurs a Break in Service
in a vesting computation period in which he fails to complete a Year of
Service.

5.08 INCLUDED YEARS OF SERVICE--VESTING. For purposes of determining
"Years of Service" under Section 5.06, the Plan takes into account all Years
of Service an Employee completes with the Employer except:

(a) For the sole purpose of determining a Participant's Nonforfeitable
percentage of his Accrued Benefit derived from Employer contributions
which accrued for his benefit prior to a Forfeiture Break in Service, the
Plan disregards any Year of Service after the Participant first incurs a
Forfeiture Break in Service. The Participant incurs a Forfeiture Break in
Service when he incurs 5 consecutive Breaks in Service.

(b) The Plan disregards any Year of Service excluded under the
Employer's Adoption Agreement.

The Plan does not apply the Break in Service rule under Code Section
411(a)(6)(B). Therefore, an Employee need not complete a Year of Service
after a Break in Service before the Plan takes into account the Employee's
otherwise includible Years of Service under this Article V.

5.09 FORFEITURE OCCURS. A Participant's forfeiture, if any, of his
Accrued Benefit derived from Employer contributions occurs under the Plan on
the earlier of:

(a) The last day of the vesting computation period in which the
Participant first incurs a Forfeiture Break in Service; or

(b) The date the Participant receives a cash-out distribution.

The Advisory Committee determines the percentage of a Participant's
Accrued Benefit forfeiture, if any, under this Section 5.09 solely by
reference to the vesting schedule of Section 5.03. A Participant does not
forfeit any portion of his Accrued Benefit for any other reason or cause
except as expressly provided by this Section 5.09 or as provided under
Section 9.14.

ARTICLE VI
TIME AND METHOD OF PAYMENT OF BENEFITS

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section
6.03, the Participant or the Beneficiary elects in writing to a different
time or method of payment, the Advisory Committee will direct the Trustee to
commence distribution of a Participant's Nonforfeitable Accrued Benefit in
accordance with this Section 6.01. A Participant must consent, in writing, to
any distribution required under this Section 6.01 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution
to the Participant, exceeds $3,500 and the Participant has not attained the
later of Normal Retirement Age or age 62. Furthermore, the Participant's
spouse also must consent, in writing, to any distribution, for which Section
6.04 requires the spouse's consent. For all purposes of this Article VI, the
term "annuity starting date" means the first day of the first period for
which the Plan pays an amount as an annuity or in any other form. A
distribution date under this Article VI, unless otherwise specified within
the Plan, is the date or dates the Employer specifies in the Adoption
Agreement, or as soon as administratively practicable following that
distribution date. For purposes of the consent requirements under this
Article VI, if the present value of the Participant's Nonforfeitable Accrued
Benefit, at the time of any distribution, exceeds $3,500, the Advisory
Committee must treat that present value as exceeding $3,500 for purposes of
all subsequent Plan distributions to the Participant.

(A) SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.

(1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING
$3,500. If the Participant's Separation from Service is for any reason other
than death, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in a lump sum, on the
distribution date the Employer specifies in the Adoption Agreement, but in no
event later than the 60th day following the close of the Plan Year in which
the Participant attains Normal Retirement Age. If the Participant has
attained Normal Retirement Age at the time of his Separation from Service,
the distribution under this paragraph will occur no later than the 60th day
following the close of the Plan Year in which the Participant's Separation
from Service occurs.

(2) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. If
the Participant's Separation from Service is for any reason other than death,
the Advisory Committee will direct the Trustee to commence distribution of
the Participant's Nonforfeitable Accrued Benefit in a form and at the time
elected by the Participant, pursuant to Section 6.03. In the absence of an
election by the Participant, the Advisory Committee will direct the Trustee
to distribute the Participant's Nonforfeitable Accrued Benefit in a lump sum
(or, if applicable, the normal annuity form of distribution required under
Section 6.04), on the 60th day following the close of the Plan Year in which
the latest of the following events occurs: (a) the Participant attains Normal
Retirement Age; (b) the Participant attains age 62; or (c) the Participant's
Separation from Service.

(3) DISABILITY. If the Participant's Separation from Service is
because of his disability, the Advisory Committee will direct the Trustee to
pay the Participant's Nonforfeitable Accrued Benefit in lump sum, on the
distribution date the Employer specifies in the Adoption Agreement, subject
to the notice and consent requirements of this Article VI and subject to the
applicable mandatory commencement dates described in Paragraphs (1) and (2).

(4) HARDSHIP. Prior to the time at which the Participant may
receive distribution under Paragraphs (1), (2) or (3), the Participant may
request a distribution from his Nonforfeitable Accrued Benefit in an amount
necessary to satisfy a hardship, if the Employer elects in the Adoption
Agreement to permit hardship distributions. Unless the Employer elects
otherwise in the Adoption Agreement, a hardship distribution must be on
account of any of the following: (a) medical expenses; (b) the purchase
(excluding mortgage payments) of the Participant's principal residence; (c)
post-secondary education tuition, for the next semester or quarter, for the
Participant or for the Participant's spouse, children or dependents; (d) to
prevent the eviction of the Participant from his principal residence or the
foreclosure on the mortgage of the Participant's principal residence; (e)
funeral expenses of the Participant's family member; or (f) the Participant's
disability. A partially-vested Participant may not receive a hardship
distribution described in this Paragraph (A)(4) prior to incurring a
Forfeiture Break in Service, unless the hardship distribution is a cash-out
distribution (as defined in Article V). The Advisory Committee will direct
the Trustee to make the hardship distribution as soon as administratively
practicable after the Participant makes a valid request for the hardship
distribution.

(B) REQUIRED BEGINNING DATE. If any distribution commencement date
described under Paragraph (A) of this Section 6.01, either by Plan provision

10
<PAGE>

or by Participant election (or nonelection), is later than the Participant's
Required Beginning Date, the Advisory Committee instead must direct the
Trustee to make distribution on the Participant's Required Beginning Date,
subject to the transitional election, if applicable, under Section 6.03(D). A
Participant's Required Beginning Date is the April 1 following the close of
the calendar year in which the Participant attains age 70 1/2. However, if the
Participant, prior to incurring a Separation from Service, attained age 70 1/2
by January 1, 1988, and, for the five Plan Year period ending in the calendar
year in which he attained age 70 1/2 and for all subsequent years, the
Participant was not a more than 5% owner, the Required Beginning Date is the
April 1 following the close of the calendar year in which the Participant
separates from Service or, if earlier, the April 1 following the close of the
calendar year in which the Participant becomes a more than 5% owner.
Furthermore, if a Participant who was not a more than 5% owner attained age
70 1/2 during 1988 and did not incur a Separation from Service prior to January
1, 1989, his Required Beginning Date is April 1, 1990. A mandatory
distribution at the Participant's Required Beginning Date will be in lump sum
(or, if applicable, the normal annuity form of distribution required under
Section 6.04) unless the Participant, pursuant to the provisions of this
Article VI, makes a valid election to receive an alternative form of payment.

(C) DEATH OF THE PARTICIPANT. The Advisory Committee will direct the
Trustee, in accordance with this Section 6.01(C), to distribute to the
Participant's Beneficiary the Participant's Nonforfeitable Accrued Benefit
remaining in the Trust at the time of the Participant's death. Subject to the
requirements of Section 6.04, the Advisory Committee will determine the death
benefit by reducing the Participant's Nonforfeitable Accrued Benefit by any
security interest the Plan has against that Nonforfeitable Accrued Benefit by
reason of an outstanding Participant loan.

(1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT
EXCEED $3,500. The Advisory Committee, subject to the requirements of Section
6.04, must direct the Trustee to distribute the deceased Participant's
Nonforfeitable Accrued Benefit in a single sum, as soon as administratively
practicable following the Participant's death or, if later, the date on which
the Advisory Committee receives notification of or otherwise confirms the
Participant's death.

(2) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
$3,500. The Advisory Committee will direct the Trustee to distribute the
deceased Participant's Nonforfeitable Accrued Benefit at the time and in the
form elected by the Participant or, if applicable by the Beneficiary, as
permitted under this Article VI. In the absence of an election, subject to the
requirements of Section 6.04, the Advisory Committee will direct the Trustee
to distribute the Participant's undistributed Nonforfeitable Accrued Benefit
in a lump sum on the first distribution date following the close of the Plan
Year in which the Participant's death occurs or, if later, the first
distribution date following the date the Advisory Committee receives
notification of or otherwise confirms the Participant's death.

If the death benefit is payable in full to the Participant's surviving
spouse, the surviving spouse, in addition to the distribution options provided
in this Section 6.01(C), may elect distribution at any time or in any form
(other than a joint and survivor annuity) this Article VI would permit for a
Participant.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity
distribution requirements, if any, prescribed by Section 6.04, and any
restrictions prescribed by Section 6.03, a Participant or Beneficiary may
elect distribution under one, or any combination, of the following methods:
(a) by payment in a lump sum; or (b) by payment in monthly, quarterly or
annual installments over a fixed reasonable period of time, not exceeding the
life expectancy of the Participant, or the joint life and last survivor
expectancy of the Participant and his Beneficiary. The Employer may elect in
its Adoption Agreement to modify the methods of payment available under this
Section 6.02.

The distribution options permitted under this Section 6.02 are
available only if the present value of the Participant Nonforfeitable Accrued
Benefit, at the time of the distribution to the Participant, exceeds $3,500.
To facilitate installment payments under this Article VI, the Advisory
Committee may direct the Trustee to segregate all or any part of the
Participant's Accrued Benefit in a separate Account. The Trustee will invest
the Participant's segregated Account in Federally insured interest bearing
savings account(s) or time deposit(s) (or a combination of both), or in other
fixed income investments. A segregated Account remains a part of the Trust,
but it alone shares in any income it earns, and it alone bears any expense or
loss it incurs. A Participant or Beneficiary may elect to receive an
installment distribution in the form of a Nontransferable Annuity Contract.
Under an installment distribution, the Participant or Beneficiary, at any
time, may elect to accelerate the payment of all, or any portion, of the
Participant's unpaid Nonforfeitable Accrued Benefit, subject to the
requirements of Section 6.04.

(A) MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The Advisory
Committee may not direct the Trustee to distribute the Participant's
Nonforfeitable Accrued Benefit, nor may the Participant elect to have the
Trustee distribute his Nonforfeitable Accrued Benefit, under a method of
payment which, as of the Required Beginning Date, does not satisfy the minimum
distribution requirements under Code Section 401(a)(9) and the applicable
Treasury regulations. The minimum distribution for a calendar year equals the
Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding the beginning of the calendar year divided by the Participant's life
expectancy or, if applicable, the joint and last survivor expectancy of the
Participant and his designated Beneficiary (as determined under Article VIII,
subject to the requirements of the Code Section 401(a)(9) regulations). The
Advisory Committee will increase the Participant's Nonforfeitable Accrued
Benefit, as determined on the relevant valuation date, for contributions or
forfeitures allocated after the valuation date and by December 31 of the
valuation calendar year, and will decrease the valuation by distributions made
after the valuation date and by December 31 of the valuation calendar year.
For purposes of this valuation, the Advisory Committee will treat any portion
of the minimum distribution for the first distribution calendar year made
after the close of that year as a distribution occurring in that first
distribution calendar year. In computing a minimum distribution, the Advisory
Committee must use the unisex life expectancy multiples under Treas. Reg.
Section 1.72-9. The Advisory Committee, only upon the Participant's written
request, will compute the minimum distribution for a calendar year subsequent
to the first calendar year for which the Plan requires a minimum distribution
by redetermining the applicable life expectancy. However, the Advisory
Committee may not redetermine the joint life and last survivor expectancy of
the Participant and a nonspouse designated Beneficiary in a manner which takes
into account any adjustment to a life expectancy other than the Participant's
life expectancy.

If the Participant's spouse is not his designated Beneficiary, a method
of payment to the Participant (whether by Participant election or by Advisory
Committee direction) may not provide more than incidental benefits to the
Beneficiary. For Plan Years beginning after December 31, 1988, the Plan must
satisfy the minimum distribution incidental benefit ("MDIB") requirement in
the Treasury regulations issued under Code Section 401(a)(9) for distributions
made on or after the Participant's Required Beginning Date and before the
Participant's death. To satisfy the MDIB requirement, the Advisory Committee
will compute the minimum distribution required by this Section 6.02(A) by
substituting the applicable MDIB divisor for the applicable life expectancy
factor, if the MDIB divisor is a lesser number. Following the Participant's
death, the Advisory Committee will compute the minimum distribution required
by this Section 6.02(A) solely on the basis of the applicable life expectancy
factor and will disregard the MDIB factor. For Plan Years beginning prior to
January 1, 1989, the Plan satisfies the incidental benefits requirement if the
distributions to the Participant satisfied the MDIB requirement or if the
present value of the retirement benefits payable solely to the Participant is
greater than 50% of the present value of the total benefits payable to the
Participant and his Beneficiaries. The Advisory Committee must determine
whether benefits to the Beneficiary are incidental as of the date the Trustee
is to commence payment of the retirement benefits to the Participant, or as of
any date the Trustee redetermines the payment period to the Participant.

The minimum distribution for the first distribution calendar year is
due by the Participant's Required Beginning Date. The minimum distribution for
each subsequent distribution calendar year, including the calendar year in
which the Participant's Required Beginning Date occurs, is due by December 31
of that year. If the Participant receives distribution in the form of a
Nontransferable Annuity Contract, the distribution satisfies this Section
6.02(A) if the contract complies with the requirements of Code Section
401(a)(9) and the applicable Treasury regulations.

(B) MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of
distribution to the Participant's Beneficiary must satisfy Code Section
401(a)(9) and the applicable Treasury regulations. If the Participant's death
occurs after his Required Beginning Date or, if earlier, the date the
Participant commences an irrevocable annuity pursuant to Section 6.04, the
method of payment to the Beneficiary must provide for completion of payment
over a period which does not exceed the payment period which had commenced for
the Participant. If the Participant's death occurs prior to his Required
Beginning Date, and the Participant had not commenced an irrevocable annuity
pursuant to Section 6.04, the method of payment to the Beneficiary, subject to
Section 6.04, must provide for completion of payment to the Beneficiary over a
period not exceeding: (i) 5 years after the date of the Participant's death;
or (ii) if the Beneficiary is a designated Beneficiary, the designated
Beneficiary's life expectancy. The Advisory Committee may not direct payment
of the Participant's Nonforfeitable Accrued Benefit over a period described in
clause (ii) unless the Trustee will commence payment to the designated
Beneficiary no later than the December 31 following the close of the calendar
year in which the Participant's death occurred or, if later, and the
designated Beneficiary is the Participant's surviving spouse, December 31 of
the calendar year in which the Participant would have attained age 70 1/2. If
the Trustee will make distribution in accordance with clause (ii), the minimum
distribution for a calendar year equals the Participant's Nonforfeitable
Accrued Benefit as of the latest valuation date preceding the beginning of the
calendar year divided by the designated Beneficiary's life expectancy. The
Advisory Committee must use the unisex life expectancy multiples under Treas.
Reg. Section 1.72-9 for purposes of applying this paragraph. The Advisory
Committee, only upon the written request of the Participant or of the
Participant's surviving spouse, will recalculate the life expectancy of the
Participant's surviving spouse not more frequently than annually, but may not
recalculate the life expectancy of a nonspouse designated Beneficiary after
the Trustee commences payment to the designated Beneficiary. The Advisory
Committee will apply this paragraph by treating any amount paid to the
Participant's child, which becomes payable to the Participant's surviving
spouse upon the child's attaining the age of

<PAGE>

majority, as paid to the Participant's surviving spouse. Upon the
Beneficiary's written request, the Advisory Committee must direct the Trustee
to accelerate payment of all, or any portion, of the Participant's unpaid
Accrued Benefit, as soon as administratively practicable following the
effective date of that request.

6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not
later than 30 days, before the Participant's annuity starting date, the
Advisory Committee must provide a benefit notice to a Participant who is
eligible to make an election under this Section 6.03. The benefit notice must
explain the optional forms of benefit in the Plan, including the material
features and relative values of those options, and the Participant's right to
defer distribution until he attains the later of Normal Retirement Age or age
62.

If a Participant or Beneficiary makes an election prescribed by this
Section 6.03, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the requirements of Section
6.02 and of Section 6.04. The Participant or Beneficiary must make an election
under this Section 6.03 by filing his election with the Advisory Committee at
any time before the Trustee otherwise would commence to pay a Participant's
Accrued Benefit in accordance with the requirements of Article VI.

(A) PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. If the present
value of a Participant's Nonforfeitable Accrued Benefit exceeds $3,500, he may
elect to have the Trustee commence distribution as of any distribution date
permitted under the Employer's Adoption Agreement Section 6.03. The
Participant may reconsider an election at any time prior to the annuity
starting date and elect to commence distribution as of any other distribution
date permitted under the Employer's Adoption Agreement Section 6.03. If the
Participant is partially-vested in his Accrued Benefit, an election under this
Paragraph (A) to distribute prior to the Participant's incurring a Forfeiture
Break in Service (as defined in Section 5.08), must be in the form of a
cash-out distribution (as defined in Article V). A Participant may not receive
a cash-out distribution if, prior to the time the Trustee actually makes the
cash-out distribution, the Participant returns to employment with the
Employer. Following his attainment of Normal Retirement Age, a Participant who
has separated from Service may elect distribution as of any distribution date,
irrespective of the elections under Adoption Agreement Section 6.03.

(B) PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. The Employer
must specify in its Adoption Agreement the distribution election rights, if
any, a Participant has prior to his Separation from Service. A Participant
must make an election under this Section 6.03(B) on a form prescribed by the
Advisory Committee at any time during the Plan Year for which his election is
to be effective. In his written election, the Participant must specify the
percentage or dollar amount he wishes the Trustee to distribute to him. The
Participant's election relates solely to the percentage or dollar amount
specified in his election form and his right to elect to receive an amount, if
any, for a particular Plan Year greater than the dollar amount or percentage
specified in his election form terminates on the Accounting Date. The Trustee
must make a distribution to a Participant in accordance with his election
under this Section 6.03(B) within the 90 day period (or as soon as
administratively practicable) after the Participant files his written election
with the Trustee. The Trustee will distribute the balance of the Participant's
Accrued Benefit not distributed pursuant to his election(s) in accordance with
the other distribution provisions of this Plan.

(C) DEATH BENEFIT ELECTIONS. If the present value of the deceased
Participant's Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's
Beneficiary may elect to have the Trustee distribute the Participant's
Nonforfeitable Accrued Benefit in a form and within a period permitted under
Section 6.02. The Beneficiary's election is subject to any restrictions
designated in writing by the Participant and not revoked as of his date of
death.

(D) TRANSITIONAL ELECTIONS. Notwithstanding the provisions of Sections 6.01
and 6.02, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984, the Advisory Committee must distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with that
designation, subject however, to the survivor requirements, if applicable, of
Sections 6.04, 6.05 and 6.06. This Section 6.03(D) does not apply to a
pre-1984 distribution designation, and the Advisory Committee will not comply
with that designation, if any of the following applies: (1) the method of
distribution would have disqualified the Plan under Code Section 401(a)(9) as
in effect on December 31, 1983; (2) the Participant did not have an Accrued
Benefit as of December 31, 1983; (3) the distribution designation does not
specify the timing and form of the distribution and the death Beneficiaries
(in order of priority); (4) the substitution of a Beneficiary modifies the
payment period of the distribution; or, 5) the Participant (or Beneficiary)
modifies or revokes the distribution designation. In the event of a
revocation, the Plan must distribute, no later than December 31 of the
calendar year following the year of revocation, the amount which the
Participant would have received under Section 6.02(A) if the distribution
designation had not been in effect or, if the Beneficiary revokes the
distribution designation, the amount which the Beneficiary would have received
under Section 6.02(B) if the distribution designation had not been in effect.
The Advisory Committee will apply this Section 6.03(D) to rollovers and
transfers in accordance with Part J of the Code Section 401(a)(9) Treasury
regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

(A) JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the
Trustee to distribute a married or unmarried Participant's Nonforfeitable
Accrued Benefit in the form of a qualified joint and survivor annuity, unless
the Participant makes a valid waiver election (described in Section 6.05)
within the 90 day period ending on the annuity starting date. If, as of the
annuity starting date, the Participant is married, a qualified joint and
survivor annuity is an immediate annuity which is purchasable with the
Participant's Nonforfeitable Accrued Benefit and which provides a life annuity
for the Participant and a survivor annuity payable for the remaining life of
the Participant's surviving spouse equal to 50% of the amount of the annuity
payable during the life of the Participant. If, as of the annuity starting
date, the Participant is not married, a qualified joint and survivor annuity
is an immediate life annuity for the Participant which is purchasable with the
Participant's Nonforfeitable Accrued Benefit. On or before the annuity
starting date, the Advisory Committee, without Participant or spousal consent,
must direct the Trustee to pay the Participant's Nonforfeitable Accrued
Benefit in a lump sum, in lieu of a qualified joint and survivor annuity, in
accordance with Section 6.01, if the Participant's Nonforfeitable Accrued
Benefit is not greater than $3,500. This Section 6.04(A) applies only to a
Participant who has completed at least one Hour of Service with the Employer
after August 22, 1984.

(B) PRERETIREMENT SURVIVOR ANNUITY. If a married Participant dies prior to
his annuity starting date, the Advisory Committee will direct the Trustee to
distribute a portion of the Participant's Nonforfeitable Accrued Benefit to
the Participant's surviving spouse in the form of a preretirement survivor
annuity, unless the Participant has a valid waiver election (as described in
Section 6.06) in effect, or unless the Participant and his spouse were not
married throughout the one year period ending on the date of his death. A
preretirement survivor annuity is an annuity which is purchasable with 50% of
the Participant's Nonforfeitable Accrued Benefit (determined as of the date of
the Participant's death) and which is payable for the life of the
Participant's surviving spouse. The value of the preretirement survivor
annuity is attributable to Employer contributions and to Employee
contributions in the same proportion as the Participant's Nonforfeitable
Accrued Benefit is attributable to those contributions. The portion of the
Participant's Nonforfeitable Accrued Benefit not payable under this paragraph
is payable to the Participant's Beneficiary, in accordance with the other
provisions of this Article VI. If the present value of the preretirement
survivor annuity does not exceed $3,500, the Advisory Committee, on or before
the annuity starting date, must direct the Trustee to make a lump sum
distribution to the Participant's surviving spouse, in lieu of a preretirement
survivor annuity. This Section 6.04(B) applies only to a Participant who dies
after August 22, 1984, and either (i) completes at least one Hour of Service
with the Employer after August 22, 1984, or (ii) separated from Service with
at least 10 Years of Service (as defined in Section 5.06) and completed at
least one Hour of Service with the Employer in a Plan Year beginning after
December 31, 1975.

(C) SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect
to have the Trustee commence payment of the preretirement survivor annuity at
any time following the date of the Participant's death, but not later than the
mandatory distribution periods described in Section 6.02, and may elect any of
the forms of payment described in Section 6.02, in lieu of the preretirement
survivor annuity. In the absence of an election by the surviving spouse, the
Advisory Committee must direct the Trustee to distribute the preretirement
survivor annuity on the first distribution date following the close of the
Plan Year in which the latest of the following events occurs: (i) the
Participant's death; (ii) the date the Advisory Committee receives
notification of or otherwise confirms the Participant's death; (iii) the date
the Participant would have attained Normal Retirement Age; or (iv) the date
the Participant would have attained age 62.

(D) SPECIAL RULES. If the Participant has in effect a valid waiver election
regarding the qualified joint and survivor annuity or the preretirement
survivor annuity, the Advisory Committee must direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with Sections
6.01, 6.02 and 6.03. The Advisory Committee will reduce the Participant's
Nonforfeitable Accrued Benefit by any security interest (pursuant to any
offset rights authorized by Section 10.03[E]) held by the Plan by reason of a
Participant loan to determine the value of the Participant's Nonforfeitable
Accrued Benefit distributable in the form of a qualified joint and survivor
annuity or preretirement survivor annuity, provided any post-August 18, 1985,
loan satisfied the spousal consent requirement described in Section l0.03[E]
of the Plan. For purposes of applying this Article VI, the Advisory Committee
treats a former spouse as the Participant's spouse or surviving spouse to the
extent provided under a c1ualified domestic relations order described in
Section 6.07. The provisions of this Section 6.04, and of Sections 6.05 and
6.06, apply separately to the portion of the Participant's Nonforfeitable
Accrued Benefit subject to the qualified domestic relations order and to the
portion of the Participant's Nonforfeitable Accrued Benefit not subject to
that order.

(E) PROFIT SHARING PLAN ELECTION. If this Plan is a profit sharing plan,
the Employer must elect the extent to which the preceding provisions of
Section 6.04 apply. If the Employer elects to apply this Section 6.04 only to
a Participant described in this Section 6.04(E), the preceding provisions of
this

<PAGE>

Section 6.04 apply only to the following Participants: (1) a Participant as
respects whom the Plan is a direct or indirect transferee from a plan subject
to the Code Section 417 requirements and the Plan received the transfer after
December 31, 1984, unless the transfer is an elective transfer described in
Section 13.06; (2) a Participant who elects a life annuity distribution (if
Section 6.02 or Section 13.02 of the Plan requires the Plan to provide a life
annuity distribution option); and (3) a Participant whose benefits under a
defined benefit plan maintained by the Employer are offset by benefits
provided under this Plan. If the Employer elects to apply this Section 6.04 to
all Participants. the preceding provisions of this Section 6.04 apply to all
Participants described in the first two paragraphs of this Section 6.04,
without regard to the limitations of this Section 6.04(E). Sections 6.05 and
6.06 only apply to Participants to whom the preceding provisions of this
Section 6.04 apply.

6.05 WAIVER ELECTION-QUALIFIED JOINT AND SURVIVOR ANNUITY. Not
earlier than 90 days, but not later than 30 days, before the Participant's
annuity starting date, the Advisory Committee must provide the Participant a
written explanation of the terms and conditions of the qualified joint and
survivor annuity, the Participant's right to make, and the effect of, an
election to waive the joint and survivor form of benefit, the rights of the
Participant's spouse regarding the waiver election and the Participant's right
to make, and the effect of, a revocation of a waiver election. The Plan does
not limit the number of times the Participant may revoke a waiver of the
qualified joint and survivor annuity or make a new waiver during the election
period.

A married Participant's waiver election is not valid unless (a) the
Participant's spouse (to whom the survivor annuity is payable under the
qualified joint and survivor annuity), after the Participant has received the
written explanation described in this Section 6.05, has consented in writing
to the waiver election, the spouse's consent acknowledges the effect of the
election, and a notary public or the Plan Administrator (or his
representative) witnesses the spouses consent, (b) the spouse consents to the
alternate form of payment designated by the Participant or to any change in
that designated form of payment, and (c) unless the spouse is the
Participant's sole primary Beneficiary, the spouse consents to the
Participant's Beneficiary designation or to any change in the Participant's
Beneficiary designation. The spouse's consent to a waiver of the qualified
joint and survivor annuity is irrevocable, unless the Participant revokes the
waiver election. The spouse may execute a blanket consent to any form of
payment designation or to any Beneficiary designation made by the Participant,
if the spouse acknowledges the right to limit that consent to a specific
designation but, in writing, waives that right. The consent requirements of
this Section 6.05 apply to a former spouse of the Participant, to the extent
required under a qualified domestic relations order described in Section 6.07.

The Advisory Committee will accept as valid a waiver election which
does not satisfy the spousal consent requirements if the Advisory Committee
establishes the Participant does not have a spouse, the Advisory Committee is
not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of State law) and the
Participant has a court order to that effect, or other circumstances exist
under which the Secretary of the Treasury will excuse the consent requirement.
If the Participant's spouse is legally incompetent to give consent, the
spouse's legal guardian (even if the guardian is the Participant) may give
consent.

6.06 WAIVER ELECTION-PRERETIREMENT SURVIVOR ANNUITY. The Advisory
Committee must provide a written explanation of the preretirement survivor
annuity to each married Participant, within the following period which ends
last: (1) the period beginning on the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year in
which the Participant attains age 34; (2) a reasonable period after an
Employee becomes a Participant; (3) a reasonable period after the joint and
survivor rules become applicable to the Participant; or (4) a reasonable
period after a fully subsidized preretirement survivor annuity no longer
satisfies the requirements for a fully subsidized benefit. A reasonable period
described in clauses (2), (3) and (4) is the period beginning one year before
and ending one year after the applicable event. If the Participant separates
from Service before attaining age 35, clauses (1), (2), (3) and (4) do not
apply and the Advisory Committee must provide the written explanation within
the period beginning one year before and ending one year after the Separation
from Service. The written explanation must describe, in a manner consistent
with Treasury regulations, the terms and conditions of the preretirement
survivor annuity comparable to the explanation of the qualified joint and
survivor annuity required under Section 6.05. The Plan does not limit the
number of times the Participant may revoke a waiver of the preretirement
survivor annuity or make a new waiver during the election period.

A Participant's waiver election of the preretirement survivor annuity
is not valid unless (a) the Participant makes the waiver election no earlier
than the first day of the Plan Year in which he attains age 35 and (b) the
Participant's spouse (to whom the preretirement survivor annuity is payable)
satisfies the consent requirements described in Section 6.05, except the
spouse need not consent to the form of benefit payable to the designated
Beneficiary. The spouse's consent to the waiver of the preretirement survivor
annuity is irrevocable, unless the Participant revokes the waiver election.
Irrespective of the time of election requirement described in clause (a), if
the Participant separates from Service prior to the first day of the Plan Year
in which he attains age 35, the Advisory Committee will accept a waiver
election as respects the Participant's Accrued Benefit attributable to his
Service prior to his Separation from Service. Furthermore, if a Participant
who has not separated from Service makes a valid waiver election, except for
the timing requirement of clause (a), the Advisory Committee will accept that
election as valid, but only until the first day of the Plan Year in which the
Participant attains age 35. A waiver election described in this paragraph is
not valid unless made after the Participant has received the written
explanation described in this Section 6.06.

6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained
in this Plan prevents the Trustee, in accordance with the direction of the
Advisory Committee, from complying with the provisions of a qualified domestic
relations order [as defined in Code Section 414(p)]. This Plan specifically
permits distribution to an alternate payee under a qualified domestic
relations order at any time, irrespective of whether the Participant has
attained his earliest retirement age [as defined under Code Section 414(p)]
under the Plan. A distribution to an alternate payee prior to the
Participant's attainment of earliest retirement age is available only if: (1)
the order specifies distribution at that time or permits an agreement between
the Plan and the alternate payee to authorize an earlier distribution; and (2)
if the present value of the alternate payee's benefits under the Plan exceeds
$3,500, and the order requires, the alternate payee consents to any
distribution occurring prior to the Participant's attainment of earliest
retirement age. The Employer, in an addendum to its Adoption Agreement
numbered 6.07, may elect to limit distribution to an alternate payee only when
the Participant has attained his earliest retirement age under the Plan.
Nothing in this Section 6.07 gives a Participant a right to receive
distribution at a time otherwise not permitted under the Plan nor does it
permit the alternate payee to receive a form of payment not otherwise
permitted under the Plan.

The Advisory Committee must establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Advisory Committee promptly will notify the
Participant and any alternate payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Advisory Committee must determine the qualified
status of the order and must notify the Participant and each alternate payee,
in writing, of its determination. The Advisory Committee must provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations.

If any portion of the Participant's Nonforfeitable Accrued Benefit is
payable during the period the Advisory Committee is making its determination
of the qualified status of the domestic relations order, the Advisory
Committee must make a separate accounting of the amounts payable. If the
Advisory Committee determines the order is a qualified domestic relations
order within 18 months of the date amounts first are payable following receipt
of the order, the Advisory Committee will direct the Trustee to distribute the
payable amounts in accordance with the order. If the Advisory Committee does
not make its determination of the qualified status of the order within the
18-month determination period, the Advisory Committee will direct the Trustee
to distribute the payable amounts in the manner the Plan would distribute if
the order did not exist and will apply the order prospectively if the Advisory
Committee later determines the order is a qualified domestic relations order.

To the extent it is not inconsistent with the provisions of the
qualified domestic relations order, the Advisory Committee may direct the
Trustee to invest any partitioned amount in a segregated subaccount or
separate account and to invest the account in Federally insured,
interest-bearing savings account(s) or time deposit(s) (or a combination of
both), or in other fixed income investments. A segregated subaccount remains a
part of the Trust, but it alone shares in any income it earns, and it alone
bears any expense or loss it incurs. The Trustee will make any payments or
distributions required under this Section 6.07 by separate benefit checks or
other separate distribution to the alternate payee(s).

ARTICLE VII
EMPLOYER ADMINISTRATWE PROVISIONS

7.01 INFORMATION TO COMMITTEE. The Employer must supply current
information to the Advisory Committee as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service and date
of termination of employment of each Employee who is, or who will be eligible
to become, a Participant under the Plan, together with any other information
which the Advisory Committee considers necessary. The Employer's records as to
the current information the Employer furnishes to the Advisory Committee are
conclusive as to all persons.

7.02 NO LIABILITY. The Employer assumes no obligation or
responsibility to any of its Employees, Participants or Beneficiaries for any
act of, or failure to act, on the part of its Advisory Committee (unless the
Employer is the Advisory Committee), the Trustee, the Custodian, if any, or
the Plan Administrator (unless the Employer is the Plan Administrator).

7.03 INDEMNITY OF CERTAIN FIDUCIARIES. The Employer indemnifies

<PAGE>

and saves harmless the Plan Administrator and the members of the Advisory
Committee, and each of them, from and against any and all loss resulting from
liability to which the Plan Administrator and the Advisory Committee, or the
members of the Advisory Committee, may be subjected by reason of any act or
conduct (except willful misconduct or gross negligence) in their official
capacities in the administration of this Trust or Plan or both, including all
expenses reasonably incurred in their defense, in case the Employer fails to
provide such defense. The indemnification provisions of this Section 7.03 do
not relieve the Plan Administrator or any Advisory Committee member from any
liability he may have under ERISA for breach of a fiduciary duty. Furthermore,
the Plan Administrator and the Advisory Committee members and the Employer may
execute a letter agreement further delineating the indemnification agreement
of this Section 7.03, provided the letter agreement must be consistent with
and does not violate ERISA. The indemnification provisions of this Section
7.03 extend to the Trustee (or to a Custodian, if any) solely to the extent
provided by a letter agreement executed by the Trustee (or Custodian) and the
Employer.

7.04 EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to
direct the Trustee with respect to the investment and reinvestment of assets
comprising the Trust Fund only if the Trustee consents in writing to permit
such direction. If the Trustee consents to Employer direction of investment,
the Trustee and the Employer must execute a letter agreement as a part of this
Plan containing such conditions, limitations and other provisions they deem
appropriate before the Trustee will follow any Employer direction as respects
the investment or reinvestment of any part of the Trust Fund.

7.05 AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the
right to amend the vesting schedule at any time, the Advisory Committee will
not apply the amended vesting schedule to reduce the Nonforfeitable percentage
of any Participant's Accrued Benefit derived from Employer contributions
(determined as of the later of the date the Employer adopts the amendment, or
the date the amendment becomes effective) to a percentage less than the
Nonforfeitable percentage computed under the Plan without regard to the
amendment. An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one Hour of Service after the new
schedule becomes effective.

If the Employer makes a permissible amendment to the vesting schedule,
each Participant having at least 3 Years of Service with the Employer may
elect to have the percentage of his Nonforfeitable Accrued Benefit computed
under the Plan without regard to the amendment. For Plan Years beginning prior
to January 1, 1989, the election described in the preceding sentence applies
only to Participants having at least 5 Years of Service with the Employer. The
Participant must file his election with the Advisory Committee within 60 days
of the latest of(a) the Employer's adoption of the amendment; (b) the
effective date of the amendment; or (c) his receipt of a copy of the
amendment. The Advisory Committee, as soon as practicable, must forward a true
copy of any amendment to the vesting schedule to each affected Participant,
together with an explanation of the effect of the amendment, the appropriate
form upon which the Participant may make an election to remain under the
vesting schedule provided under the Plan prior to the amendment and notice of
the time within which the Participant must make an election to remain under
the prior vesting schedule. The election described in this Section 7.05 does
not apply to a Participant if the amended vesting schedule provides for
vesting at least as rapid at all times as the vesting schedule in effect prior
to the amendment. For purposes of this Section 7.05, an amendment to the
vesting schedule includes any Plan amendment which directly or indirectly
affects the computation of the Nonforfeitable percentage of an Employee's
rights to his Employer derived Accrued Benefit. Furthermore, the Advisory
Committee must treat any shift in the vesting schedule, due to a change in the
Plan's top heavy status, as an amendment to the vesting schedule for purposes
of this Section 7.05.

ARTICLE VIII
PARTICIPANT ADMINISTRATIVE PROVISIONS

8.01 BENEFICIARY DESIGNATION. Any Participant may from time to time
designate, in writing, any person or persons, contingently or successively, to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any
life insurance proceeds payable to the Participant's Account) in the event of
his death and the Participant may designate the form and method of payment.
The Advisory Committee will prescribe the form for the written designation of
Beneficiary and, upon the Participant's filing the form with the Advisory
Committee, the form effectively revokes all designations filed prior to that
date by the same Participant.

(A) COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor
requirements of Article VI apply to the Participant, this Section 8.01 does
not impose any special spousal consent requirements on the Participant's
Beneficiary designation. However, in the absence of spousal consent (as
required by Article VI) to the Participant's Beneficiary designation: (1) any
waiver of the joint and survivor annuity or of the preretirement survivor
annuity is not valid; and (2) if the Participant dies prior to his annuity
starting date, the Participant's Beneficiary designation will apply only to
the portion of the death benefit which is not payable as a preretirement
survivor annuity. Regarding clause (2), if the Participant's surviving spouse
is a primary Beneficiary under the Participant's Beneficiary designation, the
Trustee will satisfy the spouse's interest in the Participant's death benefit
first from the portion which is payable as a preretirement survivor annuity.

(B) PROFIT SHARING PLAN EXCEPTION. If the Plan is a profit sharing plan,
the Beneficiary designation of a married Exempt Participant is not valid
unless the Participant's spouse consents (in a manner described in Section
6.05) to the Beneficiary designation. An "Exempt Participant" is a Participant
who is not subject to the joint and survivor requirements of Article VI. The
spousal consent requirement in this paragraph does not apply if the Exempt
Participant and his spouse are not married throughout the one year period
ending on the date of the Participant's death, or if the Participant's spouse
is the Participant's sole primary Beneficiary.

8.02 NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a Participant
fails to name a Beneficiary in accordance with Section 8.01, or if the
Beneficiary named by a Participant predeceases him, then the Trustee will pay
the Participant's Nonforfeitable Accrued Benefit in accordance with Section
6.02 in the following order of priority, unless the Employer specifies a
different order of priority in an addendum to its Adoption Agreement, to:

(a) The Participant's surviving spouse;

(b) The Participant's surviving children, including adopted children,
in equal shares;

(d) The Participant's estate.

If the Beneficiary does not predecease the Participant, but dies prior
to distribution of the Participant's entire Nonforfeitable Accrued Benefit,
the Trustee will pay the remaining Nonforfeitable Accrued Benefit to the
Beneficiary's estate unless the Participant's Beneficiary designation provides
otherwise or unless the Employer provides otherwise in its Adoption Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt
Participants, the Employer may not specify a different order of priority in
the Adoption Agreement unless the Participant's surviving spouse will be first
in the different order of priority. The Advisory Committee will direct the
Trustee as to the method and to whom the Trustee will make payment under this
Section 8.02.

8.03 PERSONAL DATA TO COMMITTEE. Each Participant and each Beneficiary
of a deceased Participant must furnish to the Advisory Committee such
evidence, data or information as the Advisory Committee considers necessary or
desirable for the purpose of administering the Plan. The provisions of this
Plan are effective for the benefit of each Participant upon the condition
precedent that each Participant will furnish promptly full, true and complete
evidence, data and information when requested by the Advisory Committee,
provided the Advisory Committee advises each Participant of the effect of his
failure to comply with its request.

8.04 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary
of a deceased Participant must file with the Advisory Committee from time to
time, in writing, his post office address and any change of post office
address. Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Advisory
Committee, or as shown on the records of the Employer, binds the Participant,
or Beneficiary, for all purposes of this Plan.

8.05 ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p) relating
to qualified domestic relations orders, neither a Participant nor a
Beneficiary may anticipate, assign or alienate (either at law or in equity)
any benefit provided under the Plan, and the Trustee will not recognize any
such anticipation, assignment or alienation. Furthermore, a benefit under the
Plan is not subject to attachment, garnishment, levy, execution or other legal
or equitable process.

8.06 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the
time prescribed by ERISA and the applicable regulations, must furnish all
Participants and Beneficiaries a summary description of any material amendment
to the Plan or notice of discontinuance of the Plan and all other information
required by ERISA to be furnished without charge.

8.07 LITIGATION AGAINST THE TRUST. A court of competent jurisdiction
may authorize any appropriate equitable relief to redress violations of ERISA
or to enforce any provisions of ERISA or the terms of the Plan. A fiduciary
may receive reimbursement of expenses properly and actually incurred in the
performance of his duties with the Plan.

8.08 INFORMATION AVAILABLE. Any Participant in the Plan or any
Beneficiary may examine copies of the Plan description, latest annual report,
any bargaining agreement, this Plan and Trust, contract or any other
instrument under which the Plan was established or is operated. The Plan
Administrator will maintain all of the items listed in this Section 8.08 in
his office, or in such other place or places as he may designate from time to
time in order to comply with the regulations issued under ERISA, for
examination during reasonable business hours. Upon the written request of a
Participant or Beneficiary the Plan Administrator must furnish him with a copy
of any item listed in this Section 8.08. The Plan Administrator may make a
reason-

<PAGE>

able charge to the requesting person for the copy so furnished.

8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a
Beneficiary ("Claimant") may file with the Advisory Committee a written claim
for benefits, if the Participant or Beneficiary determines the distribution
procedures of the Plan have not provided him his proper Nonforfeitable Accrued
Benefit. The Advisory Committee must render a decision on the claim within 60
days of the Claimant's written claim for benefits. The Plan Administrator must
provide adequate notice in writing to the Claimant whose claim for benefits
under the Plan the Advisory Committee has denied. The Plan Administrator's
notice to the Claimant must set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions on which the
Advisory Committee based its denial;

(c) A description of any additional material and information needed
for the Claimant to perfect his claim and an explanation of why the
material or information is needed; and

(d) That any appeal the Claimant wishes to make of the adverse
determination must be in writing to the Advisory Committee within 75
days after receipt of the Plan Administrator's notice of denial of
benefits. The Plan Administrator's notice must further advise the
Claimant that his failure to appeal the action to the Advisory
Committee in writing within the 75-day period will render the Advisory
Committee's determination final, binding and conclusive.

If the Claimant should appeal to the Advisory Committee, he, or his
duly authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, feels are pertinent. The
Claimant, or his duly authorized representative, may review pertinent Plan
documents. The Advisory Committee will reexamine all facts related to the
appeal and make a final determination as to whether the denial of benefits is
justified under the circumstances. The Advisory Committee must advise the
Claimant of its decision within 60 days of the Claimant's written request for
review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60-day limit unfeasible, but in no event
may the Advisory Committee render a decision respecting a denial for a claim
for benefits later than 120 days after its receipt of a request for review.

The Plan Administrator's notice of denial of benefits must identify the
name of each member of the Advisory Committee and the name and address of the
Advisory Committee member to whom the Claimant may forward his appeal.

8.10 PARTICIPANT DIRECTION OF INVESTMENT. A Participant has the right
to direct the Trustee with respect to the investment or reinvestment of the
assets comprising the Participant's individual Account only if the Trustee
consents in writing to permit such direction. If the Trustee consents to
Participant direction of investment, the Trustee will accept direction from
each Participant on a written election form (or other written agreement), as a
part of this Plan, containing such conditions, limitations and other
provisions the parties deem appropriate. The Trustee or, with the Trustee's
consent, the Advisory Committee, may establish written procedures,
incorporated specifically as part of this Plan, relating to Participant
direction of investment under this Section 8.10. The Trustee will maintain a
segregated investment Account to the extent a Participant's Account is subject
to Participant self-direction. The Trustee is not liable for any loss, nor is
the Trustee liable for any breach, resulting from a Participant's direction of
the investment of any part of his directed Account.

The Advisory Committee, to the extent provided in a written loan policy
adopted under Section 9.04, will treat a loan made to a Participant as a
Participant direction of investment under this Section 8.10. To the extent of
the loan outstanding at any time, the borrowing Participant's Account alone
shares in any interest paid on the loan, and it alone bears any expense or
loss it incurs in connection with the loan. The Trustee may retain any
principal or interest paid on the borrowing Participants loan in an interest
bearing segregated Account on behalf of the borrowing Participant until the
Trustee (or the Named Fiduciary, in the case of a nondiscretionary Trustee)
deems it appropriate to add the amount paid to the Participant's separate
Account under the Plan.

If the Trustee consents to Participant direction of investment of his
Account, the Plan treats any post-December 31, 1981, investment by a
Participant's directed Account in collectibles [as defined by Code Section
408(m)] as a deemed distribution to the Participant for Federal income tax
purposes.

ARTICLE IX
ADVISORY COMMITTEE-DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS

9.01 MEMBERS' COMPENSATION EXPENSES. The Employer must appoint an
Advisory Committee to administer the Plan, the members of which may or may not
be Participants in the Plan, or which may be the Plan Administrator acting
alone. In the absence of an Advisory Committee appointment, the Plan
Administrator assumes the powers, duties and responsibilities of the Advisory
Committee. The members of the Advisory Committee will serve without
compensation for services as such, but the Employer will pay all expenses of
the Advisory Committee, except to the extent the Trust properly pays for such
expenses, pursuant to Article X.

9.02 TERM. Each member of the Advisory Committee serves until the
appointment of his successor.

9.03 POWERS. In case of a vacancy in the membership of the Advisory
Committee, the remaining members of the Advisory Committee may exercise any
and all of the powers, authority, duties and discretion conferred upon the
Advisory Committee pending the filling of the vacancy.

9.04 GENERAL. The Advisory Committee has the following powers and
duties:

(a) To select a Secretary, who need not be a member of the Advisory
Committee;

(b) To determine the rights of eligibility of an Employee to
participate in the Plan, the value of a Participant's Accrued Benefit
and the Nonforfeitable percentage of each Participant's Accrued Benefit;

(c) To adopt rules of procedure and regulations necessary for the
proper and efficient administration of the Plan provided the rules are
not inconsistent with the terms of this Agreement;

(d) To construe and enforce the terms of the Plan and the rules and
regulations it adopts, including interpretation of the Plan documents
and documents related to the Plan's operation;

(e) To direct the Trustee as respects the crediting and distribution
of the Trust;

(f) To review and render decisions respecting a claim for (or denial
of a claim for) a benefit under the Plan;

(g) To furnish the Employer with information which the Employer may
require for tax or other purposes;

(h) To engage the service of agents whom it may deem advisable to
assist it with the performance of its duties;

(i) To engage the services of an Investment Manager or Managers [as
defined in ERISA Section 3(38)], each of whom will have full power and
authority to manage, acquire or dispose (or direct the Trustee with
respect to acquisition or disposition) of any Plan asset under its
control;

(j) To establish, in its sole discretion, a nondiscriminatory policy
[see Section 9.04(A)] which the Trustee must observe in making loans, if
any, to Participants and Beneficiaries; and

(k) To establish and maintain a funding standard account and to make
credits and charges to the account to the extent required by and in
accordance with the provisions of the Code.

The Advisory Committee must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory manner.

(A) LOAN POLICY. If the Advisory Committee adopts a loan policy, pursuant
to paragraph (j), the loan policy must be a written document and must include:

(1) the identity of the person or positions authorized to administer the
participant loan program; (2) a procedure for applying for the loan; (3) the
criteria for approving or denying a loan; (4) the limitations, if any, on the
types and amounts of loans available; (5) the procedure for determining a
reasonable rate of interest; (6) the types of collateral which may secure the
loan; and (7) the events constituting default and the steps the Plan will take
to preserve plan assets in the event of default. This Section 9.04
specifically incorporates a written loan policy as part of the Employer's Plan.

9.05 FUNDING POLICY. The Advisory Committee will review, not less
often than annually, all pertinent Employee information and Plan data in order
to establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives. The Advisory Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs so
investment policy can be coordinated with Plan financial requirements.

9.06 MANNER OF ACTION. The decision of a majority of the members
appointed and qualified controls.

9.07 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize
any one of its members, or its Secretary, to sign on its behalf any notices,
directions, applications, certificates, consents, approvals, waivers, let-

<PAGE>

ters or other documents. The Advisory Committee must evidence this authority
by an instrument signed by all members and filed with the Trustee.

9.08 INTERESTED MEMBER. No member of the Advisory Committee may
decide or determine any matter concerning the distribution, nature or method
of settlement of his own benefits under the Plan, except in exercising an
election available to that member in his capacity as a Participant, unless
the Plan Administrator is acting alone in the capacity of the Advisory
Committee.

9.09 INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or
direct the Trustee to maintain, a separate Account, or multiple Accounts, in
the name of each Participant to reflect the Participant's Accrued Benefit
under the Plan. If a Participant re-enters the Plan subsequent to his having
a Forfeiture Break in Service, the Advisory Committee, or the Trustee, must
maintain a separate Account for the Participant's pre-Forfeiture Break in
Service Accrued Benefit and a separate Account for his post-Forfeiture Break
in Service Accrued Benefit, unless the Participant's entire Accrued Benefit
under the Plan is 100% Nonforfeitable.

The Advisory Committee will make its allocations, or request the
Trustee to make its allocations, to the Accounts of the Participants in
accordance with the provisions of Section 9.11. The Advisory Committee may
direct the Trustee to maintain a temporary segregated investment Account in
the name of a Participant to prevent a distortion of income, gain or loss
allocations under Section 9.11. The Advisory Committee must maintain records
of its activities.

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each
Participant's Accrued Benefit consists of that proportion of the net worth
(at fair market value) of the Employer's Trust Fund which the net credit
balance in his Account (exclusive of the cash value of incidental benefit
insurance contracts) bears to the total net credit balance in the Accounts
(exclusive of the cash value of the incidental benefit insurance contracts)
of all Participants plus the cash surrender value of any incidental benefit
insurance contracts held by the Trustee on the Participant's life.

For purposes of a distribution under the Plan, the value of a
Participant's Accrued Benefit is its value as of the valuation date
immediately preceding the date of the distribution. Any distribution (other
than a distribution from a segregated Account) made to a Participant (or to
his Beneficiary) more than 90 days after the most recent valuation date may
include interest on the amount of the distribution as an expense of the Trust
Fund. The interest, if any, accrues from such valuation date to the date of
the distribution at the rate established in the Employer's Adoption Agreement.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A
"valuation date" under this Plan is each Accounting Date and each interim
valuation date determined under Section 10.14. As of each valuation date the
Advisory Committee must adjust Accounts to reflect net income, gain or loss
since the last valuation date. The valuation period is the period beginning
the day after the last valuation date and ending on the current valuation
date.

(A) TRUST FUND ACCOUNTS. The allocation provisions of this paragraph apply to
all Participant Accounts other than segregated investment Accounts. The
Advisory Committee first will adjust the Participant Accounts, as those
Accounts stood at the beginning of the current valuation period, by reducing
the Accounts for any forfeitures arising under Section 5.09 or under Section
9.14, for amounts charged during the valuation period to the Accounts in
accordance with Section 9.13 (relating to distributions) and Section 11.01
(relating to insurance premiums), and for the cash value of incidental
benefit insurance contracts. The Advisory Committee then, subject to the
restoration allocation requirements of Section 5.04 or of Section 9.14, will
allocate the net income, gain or loss pro rata to the adjusted Participant
Accounts. The allocable net income, gain or loss is the net income (or net
loss), including the increase or decrease in the fair market value of assets,
since the last valuation date.

(B) SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives
all income it earns and bears all expense or loss it incurs. The Advisory
Committee will adopt uniform and nondiscriminatory procedures for determining
income or loss of a segregated investment Account in a manner which
reasonably reflects investment directions relating to pooled investments and
investment directions occurring during a valuation period. As of the
valuation date, the Advisory Committee must reduce a segregated Account for
any forfeiture arising under Section 5.09 after the Advisory Committee has
made all other allocations, changes or adjustments to the Account for the
Plan Year.

(C) ADDITIONAL RULES. An Excess Amount or suspense account described in Part
2 of Article III does not share in the allocation of net income, gain or loss
described in this Section 9.11. If the Employer maintains its Plan under a
Code Section 401(k) Adoption Agreement, the Employer may specify in its
Adoption Agreement alternate valuation provisions authorized by that Adoption
Agreement. This Section 9.11 applies solely to the allocation of net income,
gain or loss of the Trust. The Advisory Committee will allocate the Employer
contributions and Participant forfeitures, if any, in accordance with Article
III.

9.12 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting
Date of each Plan Year, but within the time prescribed by ERISA and the
regulations under ERISA, the Plan Administrator will deliver to each
Participant (and to each Beneficiary) a statement reflecting the condition of
his Accrued Benefit in the Trust as of that date and such other information
ERISA requires be furnished the Participant or Beneficiary. No Participant,
except a member of the Advisory Committee, has the right to inspect the records
reflecting the Account of any other Participant.

9.13 ACCOUNT CHARGED. The Advisory Committee will charge a
Participant's Account for all distributions made from that Account to the
Participant, to his Beneficiary or to an alternate payee. The Advisory
Committee also will charge a Participant's Account for any administrative
expenses incurred by the Plan directly related to that Account.

9.14 UNCLAIMED ACCOUNT PROCEDURE. The Plan does not require either
the Trustee or the Advisory Committee to search for, or to ascertain the
whereabouts of, any Participant or Beneficiary. At the time the Participant's
or Beneficiary's benefit becomes distributable under Article VI, the Advisory
Committee, by certified or registered mail addressed to his last known
address of record with the Advisory Committee or the Employer, must notify
any Participant, or Beneficiary, that he is entitled to a distribution under
this Plan. The notice must quote the provisions of this Section 9.14 and
otherwise must comply with the notice requirements of Article VI. If the
Participant, or Beneficiary, fails to claim his distributive share or make
his whereabouts known in writing to the Advisory Committee within 6 months
from the date of mailing of the notice, the Advisory Committee will treat the
Participant's or Beneficiary's unclaimed payable Accrued Benefit as forfeited
and will reallocate the unclaimed payable Accrued Benefit in accordance with
Section 3.05. A forfeiture under this paragraph will occur at the end of the
notice period or, if later, the earliest date applicable Treasury regulations
would permit the forfeiture. Pending forfeiture, the Advisory Committee,
following the expiration of the notice period, may direct the Trustee to
segregate the Nonforfeitable Accrued Benefit in a segregated Account and to
invest that segregated Account in Federally insured interest bearing savings
accounts or time deposits (or in a combination of both), or in other fixed
income investments.

If a Participant or Beneficiary who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section
9.14 makes a claim, at any time, for his forfeited Accrued Benefit, the
Advisory Committee must restore the Participant's or Beneficiary's forfeited
Accrued Benefit to the same dollar amount as the dollar amount of the Accrued
Benefit forfeited, unadjusted for any gains or losses occurring subsequent to
the date of the forfeiture. The Advisory Committee will make the restoration
during the Plan Year in which the Participant or Beneficiary makes the claim,
first from the amount, if any, of Participant forfeitures the Advisory
Committee otherwise would allocate for the Plan Year, then from the amount,
if any, of the Trust Fund net income or gain for the Plan Year and then from
the amount, or additional amount, the Employer contributes to enable the
Advisory Committee to make the required restoration. The Advisory Committee
must direct the Trustee to distribute the Participant's or Beneficiary's
restored Accrued Benefit to him not later than 60 days after the close of the
Plan Year in which the Advisory Committee restores the forfeited Accrued
Benefit. The forfeiture provisions of this Section 9.14 apply solely to the
Participant's or to the Beneficiary's Accrued Benefit derived from Employer
contributions.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.01 ACCEPTANCE. The Trustee accepts the Trust created under the Plan
and agrees to perform the obligations imposed. The Trustee must provide bond
for the faithful performance of its duties under the Trust to the extent
required by ERISA.

10.02 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the
Employer for the funds contributed to it by the Employer, but does not have
any duty to see that the contributions received comply with the provisions of
the Plan. The Trustee is not obliged to collect any contributions from the
Employer, nor is obliged to see that funds deposited with it are deposited
according to the provisions of the Plan.

10.03 INVESTMENT POWERS.

[A] Discretionary Trustee Designation. If the Employer, in Adoption
Agreement Section 1.02, designates the Trustee to administer the Trust as a
discretionary Trustee, then the Trustee has full discretion and authority with
regard to the investment of the Trust Fund, except with respect to a Plan asset
under the control or direction of a properly appointed Investment Manager or
with respect to a Plan asset properly subject to Employer, Participant or
Advisory Committee direction of investment. The Trustee must coordinate its
investment policy with Plan financial needs as communicated to it by the
Advisory Committee. The Trustee is authorized and empowered, but not by way of
limitation, with the following powers, rights and duties:

<PAGE>

proved real estate situated in the United States, limited partnerships,
insurance contracts of any type, mortgages, notes or other property of any
kind, real or personal, to buy or sell options on common stock on a
nationally recognized exchange with or without holding the underlying common
stock, to buy and sell commodities, commodity options and contracts for the
future delivery of commodities, and to make any other investments the Trustee
deems appropriate, as a prudent man would do under like circumstances with
due regard for the purposes of this Plan. Any investment made or retained by
the Trustee in good faith is proper but must be of a kind constituting a
diversification considered by law suitable for trust investments.

(b) To retain in cash so much of the Trust Fund as it may deem advisable to
satisfy liquidity needs of the Plan and to deposit any cash held in the Trust
Fund in a bank account at reasonable interest.

(c) To invest, if the Trustee is a bank or similar financial institution
supervised by the United States or by a State, in any type of deposit of the
Trustee [or of a bank related to the Trustee within the meaning of Code Section
414(b)] at a reasonable rate of interest or in a common trust fund, as
described in Code Section 584, or in a collective investment fund, the
provisions of which govern the investment of such assets and which the Plan
incorporates by this reference, which the Trustee (or its affiliate, as
defined in Code Section 1504) maintains exclusively for the collective
investment of money contributed by the bank (or the affiliate) in its capacity
as trustee and which conforms to the rules of the Comptroller of the Currency.

(d) To manage, sell, contract to sell, grant options to purchase, convey,
exchange, transfer, abandon, improve, repair, insure, lease for any term even
though commencing in the future or extending beyond the term of the Trust,
and otherwise deal with all property, real or personal, in such manner, for
such considerations and on such terms and conditions as the Trustee decides.

(e) To credit and distribute the Trust as directed by the Advisory Committee.
The Trustee is not obliged to inquire as to whether any payee or distributee
is entitled to any payment or whether the distribution is proper or within
the terms of the Plan, or as to the manner of making any payment or
distribution. The Trustee is accountable only to the Advisory Committee for
any payment or distribution made by it in good faith on the order or
direction of the Advisory Committee.

(f) To borrow money, to assume indebtedness, extend mortgages and encumber by
mortgage or pledge.

(g) To compromise, contest, arbitrate or abandon claims and demands, in its
discretion.

(h) To have with respect to the Trust all of the rights of an individual
owner, including the power to give proxies, to participate in any voting
trusts, mergers, consolidations or liquidations, and to exercise or sell stock
subscriptions or conversion rights.

(i) To lease for oil, gas and other mineral purposes and to create mineral
severances by grant or reservation; to pool or unitize interests in oil, gas
and other minerals; and to enter into operating agreements and to execute
division and transfer orders.

(j) To hold any securities or other property in the name of the Trustee or
its nominee, with depositories or agent depositories or in another form as it
may deem best, with or without disclosing the trust relationship.

(k) To perform any and all other acts in its judgment necessary or
appropriate for the proper and advantageous management, investment and
distribution of the Trust.

(l) To retain any funds or property subject to any dispute without liability
for the payment of interest, and to decline to make payment or delivery of
the funds or property until final adjudication is made by a court of
competent jurisdiction.

(m) To file all tax returns required of the Trustee.

(n) To furnish to the Employer, the Plan Administrator and the Advisory
Committee an annual statement of account showing the condition of the Trust
Fund and all investments, receipts, disbursements and other transactions
effected by the Trustee during the Plan Year covered by the statement and
also stating the assets of the Trust held at the end of the Plan Year, which
accounts are conclusive on all persons, including the Employer, the Plan
Administrator and the Advisory Committee, except as to any act or transaction
concerning which the Employer, the Plan Administrator or the Advisory
Committee files with the Trustee written exceptions or objections within 90
days after the receipt of the accounts or for which ERISA authorizes a longer
period within which to object.

(o) To begin, maintain or defend any litigation necessary in connection with
the administration of the Plan, except that the Trustee is not obliged or
required to do so unless indemnified to its satisfaction.

[B] NONDISCRETIONARY TRUSTEE DESIGNATION/APPOINTMENT OF CUSTODIAN. If the
Employer, in its Adoption Agreement Section 1.02, designates the Trustee to
administer the Trust as a nondiscretionary Trustee, then the Trustee will not
have any discretion or authority with regard to the investment of the Trust
Fund, but must act solely as a directed trustee of the funds contributed to
it. A nondiscretionary Trustee, as directed trustee of the funds held by it
under the Employer's Plan, is authorized and empowered, by way of limitation,
with the following powers, rights and duties, each of which the
nondiscretionary Trustee exercises solely as directed trustee in accordance
with the written direction of the Named Fiduciary (except to the extent a
Plan asset is subject to the control and management of a properly appointed
Investment Manager or subject to Advisory Committee or Participant direction
of investment):

(a) To invest any part or all of the Trust Fund in any common or
preferred stocks, open-end or closed-end mutual funds, put and call
options traded on a national exchange, United States retirement plan
bonds, corporate bonds, debentures, convertible debentures, commercial
paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
indirect obligations of the United States Government or its agencies,
improved or unimproved real estate situated in the United States, limited
partnerships, insurance contracts of any type, mortgages, notes or other
property of any kind, real or personal, to buy or sell options on common
stock on a nationally recognized options exchange with or without holding
the underlying common stock, to buy and sell commodities, commodity
options and contracts for the future delivery of commodities, and to make
any other investments the Named Fiduciary deems appropriate.

(b) To retain in cash so much of the Trust Fund as the Named Fiduciary
may direct in writing to satisfy liquidity needs of the Plan and to
deposit any cash held in the Trust Fund in a bank account at reasonable
interest, including, specific authority to invest in any type of deposit
of the Trustee [or of a bank related to the Trustee within the meaning of
Code Section 414(b)] at a reasonable rate of interest.

(c) To sell, contract to sell, grant options to purchase, convey,
exchange, transfer, abandon, improve, repair, insure, lease for any term
even though commencing in the future or extending beyond the term of the
Trust, and otherwise deal with all property, real or personal, in such
manner, for such considerations and on such terms and conditions as the
Named Fiduciary directs in writing.

(d) To credit and distribute the Trust as directed by the Advisory
Committee. The Trustee is not obliged to inquire as to whether any payee
or distributee is entitled to any payment or whether the distribution is
proper or within the terms of the Plan, or as to the manner of making any
payment or distribution. The Trustee is accountable only to the Advisory
Committee for any payment or distribution made by it in good faith on the
order or direction of the Advisory Committee.

(e) To borrow money, to assume indebtedness, extend mortgages and
encumber by mortgage or pledge.

(I) To have with respect to the Trust all of the rights of an individual
owner, including the power to give proxies, to participate in any voting
trusts, mergers, consolidations or liquidations, and to exercise or sell
stock subscriptions or conversion rights, provided the exercise of any
such powers is in accordance with and at the written direction of the
Named Fiduciary.

(g) To lease for oil, gas and other mineral purposes and to create
mineral severances by grant or reservation; to pool or unitize interests
in oil, gas and other minerals; and to enter into operating agreements
and to execute division and transfer orders, provided the exercise of any
such powers is in accordance with and at the written direction of the
Named Fiduciary.

(h) To hold any securities or other property in the name of the
nondiscretionary Trustee or its nominee, with depositories or agent
depositories or in another form as the Named Fiduciary may deem best,
with or without disclosing the custodial relationship.

(i) To retain any funds or property subject to any dispute without
liability for the payment of interest, and to decline to make payment or
delivery of the funds or property until a court of competent jurisdiction
makes final adjudication.

(j) To file all tax returns required of the Trustee.

(k) To furnish to the Named Fiduciary, the Employer, the Plan
Administrator and the Advisory Committee an annual statement of account
showing the condition of the Trust Fund and all investments, receipts,
disbursements and other transactions effected by the nondiscretionary
Trustee during the Plan Year covered by the statement and also stating
the assets of the Trust held at the end of the Plan Year, which accounts
are conclusive on all persons, including the Named Fiduciary, the
Employer, the Plan Administrator and the Advisory Committee, except as to
any act or transaction concerning which the Named

<PAGE>

Fiduciary, the Employer, the Plan Administrator or the Advisory Committee
files with the nondiscretionary Trustee written exceptions or objections
within 90 days after the receipt of the accounts or for which ERISA
authorizes a longer period within which to object.

(l) To begin, maintain or defend any litigation necessary in connection
with the administration of the Plan, except that the Trustee is not
obliged or required to do so unless indemnified to its satisfaction.

[A] APPOINTMENT OF CUSTODIAN. The Employer may appoint a Custodian under the
Plan, the acceptance by the Custodian indicated on the execution page of the
Employer's Adoption Agreement. If the Employer appoints a Custodian, the
Employer's Plan must have a discretionary Trustee, as described in Section
10.03[A]. A Custodian has the same powers, rights and duties as a
nondiscretionary Trustee, as described in this Section 10.03[B1]. The Custodian
accepts the terms of the Plan and Trust by executing the Employer's Adoption
Agreement. Any reference in the Plan to a Trustee also is a reference to a
Custodian where the context of the Plan dictates. A limitation of the Trustee's
liability by Plan provision also acts as a limitation of the Custodian's
liability. Any action taken by the Custodian at the discretionary Trustee's
direction satisfies any provision in the Plan referring to the Trustee's taking
that action.

[B] MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the
powers of the Custodian or nondiscretionary Trustee to any combination of
powers listed within this Section 10.03[B]. If there is a Custodian or a
nondiscretionary Trustee under the Employer's Plan, then the Employer, in
adopting this Plan acknowledges the Custodian or nondiscretionary Trustee has
no discretion with respect to the investment or reinvestment of the Trust
Fund and that the Custodian or nondiscretionary Trustee is acting solely as
custodian or as directed trustee with respect to the assets comprising the
Trust Fund.

[C] LIMITATION OF POWERS OF CERTAIN CUSTODIANS. If a Custodian is a bank
which, under its governing state law, does not possess trust powers, then
paragraphs (a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and
Article XI do not apply to that bank and that bank only has the power and
authority to exercise the remaining powers, rights and duties under Section
10.03[B].

[D] NAMED FIDUCIARY/LIMITATION OF LIABILITY OF NONDISCRETIONARY TRUSTEE OR
CUSTODIAN. Under a nondiscretionary Trustee designation, the Named Fiduciary
under the Employer's Plan has the sole responsibility for the management and
control of the Employer's Trust Fund, except with respect to a Plan asset
under the control or direction of a properly appointed Investment Manager or
with respect to a Plan asset properly subject to Participant or Advisory
Committee direction of investment. If the Employer appoints a Custodian, the
Named Fiduciary is the discretionary Trustee. Under a nondiscretionary
Trustee designation, unless the Employer designates in writing another person
or persons to serve as Named Fiduciary, the Named Fiduciary under the Plan is
the president of a corporate Employer, the managing partner of a partnership
Employer or the sole proprietor, as appropriate. The Named Fiduciary will
exercise its management and control of the Trust Fund through its written
direction to the nondiscretionary Trustee or to the Custodian, whichever
applies to the Employer's Plan.

The nondiscretionary Trustee or Custodian has no duty to review or to
make recommendations regarding investments made at the written direction of
the Named Fiduciary. The nondiscretionary Trustee or Custodian must retain
any investment obtained at the written direction of the Named Fiduciary until
further directed in writing by the Named Fiduciary to dispose of such
investment. The nondiscretionary Trustee or Custodian is not liable in any
manner or for any reason for making, retaining or disposing of any investment
pursuant to any written direction described in this paragraph. Furthermore,
the Employer agrees to indemnify and to hold the nondiscretionary Trustee or
Custodian harmless from any damages, costs or expenses, including reasonable
counsel fees, which the nondiscretionary Trustee or Custodian may incur as a
result of any claim asserted against the nondiscretionary Trustee, the
Custodian or the Trust arising out of the nondiscretionary Trustee's or
Custodian's compliance with any written direction described in this paragraph.

[E] PARTICIPANT LOANS. This Section 10.03[E] specifically authorizes the
Trustee to make loans on a nondiscriminatory basis to a Participant or to a
Beneficiary in accordance with the loan policy established by the Advisory
Committee, provided: (1) the loan policy satisfies the requirements of
Section 9.04; (2 loans are available to all Participants and Beneficiaries on
a reasonably equivalent basis and are not available in a greater amount for
Highly Compensated Employees than for other Employees; (3) any loan is
adequately secured and bears a reasonable rate of interest; (4) the loan
provides for repayment within a specified time; (5) the default provisions of
the note prohibit offset of the Participant's Nonforfeitable Accrued Benefit
prior to the time the Trustee otherwise would distribute the Participant's
Nonforfeitable Accrued Benefit; (6) the amount of the loan does not exceed
(at the time the Plan extends the loan) the present value of the
Participant's Nonforfeitable Accrued Benefit; and (7) the loan otherwise
conforms to the exemption provided by Code Section 4975(d)(1). If the joint
and survivor requirements of Article VI apply to the Participant, the
Participant may not pledge any portion of his Accrued Benefit as security for
a loan made after August 18, 1985, unless, within the 90 day period ending on
the date the pledge becomes effective, the Participant's spouse, if any,
consents (in a manner described in Section 6.05 other than the requirement
relating to the consent of a subsequent spouse) to the security or, by
separate consent, to an increase in the amount of security. If the Employer
is an unincorporated trade or business, a Participant who is an
Owner-Employee may not receive a loan from the Plan, unless he has obtained a
prohibited transaction exemption from the Department of Labor. If the
Employer is an "S Corporation," a Participant who is a shareholder-employee
(an employee or an officer) who, at any time during the Employer's taxable
year, owns more than 5%, either directly or by attribution under Code Section
318(a)(1), of the Employer's outstanding stock may not receive a loan from
the Plan, unless he has obtained a prohibited transaction exemption from the
Department of Labor. If the Employer is not an unincorporated trade or
business nor an "S Corporation," this Section 10.03[E1] does not impose any
restrictions on the class of Participants eligible for a loan from the Plan.

[F] INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND QUALIFYING EMPLOYER REAL
PROPERTY. The investment options in this Section 10.03[Fl] include the ability
to invest in qualifying Employer securities or qualifying Employer real
property, as defined in and as limited by ERISA. If the Employer's Plan is a
Nonstandardized profit sharing plan, it may elect in its Adoption Agreement to
permit the aggregate investments in qualifying Employer securities and in
qualifying Employer real property to exceed 10% of the value of Plan assets.

10.04 RECORDS AND STATEMENTS. The records of the Trustee pertaining to
the Plan must be open to the inspection of the Plan Administrator, the
Advisory Committee and the Employer at all reasonable times and may be
audited from time to time by any person or persons as the Employer, Plan
Administrator or Advisory Committee may specify in writing. The Trustee must
furnish the Plan Administrator or Advisory Committee with whatever
information relating to the Trust Fund the Plan Administrator or Advisory
Committee considers necessary.

10.05 FEES AND EXPENSES FROM FUND. A Trustee or Custodian will
receive reasonable annual compensation as may be agreed upon from time to
time between the Employer and the Trustee or Custodian. No person who is
receiving full pay from the Employer may receive compensation for services as
Trustee or as Custodian. The Trustee will pay from the Trust Fund all fees
and expenses reasonably incurred by the Plan, to the extent such fees and
expenses are for the ordinary and necessary administration and operation of
the Plan, unless the Employer pays such fees and expenses. Any fee or expense
paid, directly or indirectly, by the Employer is not an Employer contribution
to the Plan, provided the fee or expense relates to the ordinary and
necessary administration of the Fund.

10.06 PARTIES TO LITIGATION. Except as otherwise provided by ERISA,
no Participant or Beneficiary is a necessary party or is required to receive
notice of process in any court proceeding involving the Plan, the Trust Fund
or any fiduciary of the Plan. Any final judgment entered in any proceeding
will be conclusive upon the Employer, the Plan Administrator, the Advisory
Committee, the Trustee, Custodian, Participants and Beneficiaries.

10.07 PROFESSIONAL AGENTS. The Trustee may employ and pay from the
Trust Fund reasonable compensation to agents, attorneys, accountants and
other persons to advise the Trustee as in its opinion may be necessary. The
Trustee may delegate to any agent, attorney, accountant or other person
selected by it any non-Trustee power or duty vested in it by the Plan, and
the Trustee may act or refrain from acting on the advice or opinion of any
agent, attorney, accountant or other person so selected.

10.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make
distribution under the Plan in cash or property, or partly in each, at its
fair market value as determined by the Trustee. For purposes of a
distribution to a Participant or to a Participant's designated Beneficiary or
surviving spouse, "property" includes a Nontransferable Annuity Contract,
provided the contract satisfies the requirements of this Plan.

10.09 DISTRIBUTION DIRECTIONS. If no one claims a payment or
distribution made from the Trust, the Trustee must promptly notify the
Advisory Committee and then dispose of the payment in accordance with the
subsequent direction of the Advisory Committee.

10.10 THIRD PARTY/MULTIPLE TRUSTEES. No person dealing with the
Trustee is obligated to see to the proper application of any money paid or
property delivered to the Trustee, or to inquire whether the Trustee has
acted pursuant to any of the terms of the Plan. Each person dealing with the
Trustee may act upon any notice, request or representation in writing by the
Trustee, or by the Trustee's duly authorized agent, and is not liable to any
person in so acting. The certificate of the Trustee that it is acting in
accordance with the Plan will be conclusive in favor of any person relying on
the certificate. If more than two persons act as Trustee, a decision of the
majority of such persons controls with respect to any decision regarding the
administration or investment of the Trust Fund or of any portion of the Trust
Fund with respect to which such persons act as Trustee. However, the
signature of only one Trustee is necessary to effect any transaction on
behalf of the Trust.

10.11 RESIGNATION. The Trustee or Custodian may resign its position
at any time by giving 30 days' written notice in advance to the Employer and
to the Advisory Committee. If the Employer fails to appoint a successor
Trustee within 60 days of its receipt of the Trustee's written notice of
resignation, the

<PAGE>

Trustee will treat the Employer as having appointed itself as Trustee and as
having filed its acceptance of appointment with the former Trustee. The
Employer, in its sole discretion, may replace a Custodian. If the Employer
does not replace a Custodian, the discretionary Trustee will assume
possession of Plan assets held by the former Custodian.

10.12 REMOVAL. The Employer, by giving 30 days' written notice in
advance to the Trustee, may remove any Trustee or Custodian. In the event of
the resignation or removal of a Trustee, the Employer must appoint a
successor Trustee if it intends to continue the Plan. If two or more persons
hold the position of Trustee, in the event of the removal of one such person,
during any period the selection of a replacement is pending, or during any
period such person is unable to serve for any reason, the remaining person or
persons will act as the Trustee.

10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee
succeeds to the title to the Trust vested in his predecessor by accepting in
writing his appointment as successor Trustee and by filing the acceptance
with the former Trustee and the Advisory Committee without the signing or
filing of any further statement. The resigning or removed Trustee, upon
receipt of acceptance in writing of the Trust by the successor Trustee, must
execute all documents and do all acts necessary to vest the title of record
in any successor Trustee. Each successor Trustee has and enjoys all of the
powers, both discretionary and ministerial, conferred under this Agreement
upon his predecessor. A successor Trustee is not personally liable for any
act or failure to act of any predecessor Trustee, except as required under
ERISA. With the approval of the Employer and the Advisory Committee, a
successor Trustee, with respect to the Plan, may accept the account rendered
and the property delivered to it by a predecessor Trustee without incurring
any liability or responsibility for so doing.

10.14 VALUATION OF TRUST. The Trustee must value the Trust Fund as of
each Accounting Date to determine the fair market value of each Participant's
Accrued Benefit in the Trust. The Trustee also must value the Trust Fund on
such other valuation dates as directed in writing by the Advisory Committee
or as required by the Employer's Adoption Agreement.

10.15 LIMITATION ON LIABILITY-IF INVESTMENT MANAGER. ANCILLARY
TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the
acts or omissions of any Investment Manager the Advisory Committee may
appoint, nor is the Trustee under any obligation to invest or otherwise
manage any asset of the Plan which is subject to the management of a properly
appointed Investment Manager. The Advisory Committee, the Trustee and any
properly appointed Investment Manager may execute a letter agreement as a
part of this Plan delineating the duties, responsibilities and liabilities of
the Investment Manager with respect to any part of the Trust Fund under the
control of the Investment Manager.

The limitation on liability described in this Section 10.15 also
applies to the acts or omissions of any ancillary trustee or independent
fiduciary properly appointed under Section 10.17 of the Plan. However, if a
discretionary Trustee, pursuant to the delegation described in Section 10.17
of the Plan, appoints an ancillary trustee, the discretionary Trustee is
responsible for the periodic review of the ancillary trustee's actions and
must exercise its delegated authority in accordance with the terms of the
Plan and in a manner consistent with ERISA. The Employer, the discretionary
Trustee and an ancillary trustee may execute a letter agreement as a part of
this Plan delineating any indemnification agreement between the parties.

10.16 INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this
Plan, specifically authorizes the Trustee to invest all or any portion of the
assets comprising the Trust Fund in any group trust fund which at the time of
the investment provides for the pooling of the assets of plans qualified
under Code Section 401(a). This authorization applies solely to a group trust
fund exempt from taxation under Code Section 501(a) and the trust agreement
of which satisfies the requirements of Revenue Ruling 81-100. The provisions
of the group trust fund agreement, as amended from time to time, are by this
reference incorporated within this Plan and Trust. The provisions of the
group trust fund will govern any investment of Plan assets in that fund. The
Employer must specify in an attachment to its adoption agreement the group
trust fund(s) to which this authorization applies. If the Trustee is acting
as a nondiscretionary Trustee, the investment in the group trust fund is
available only in accordance with a proper direction, by the Named Fiduciary,
in accordance with Section 10.03[B]. Pursuant to paragraph (c) of Section
10.03[A] of the Plan, a Trustee has the authority to invest in certain common
trust funds and collective investment funds without the need for the authorizing
addendum described in this Section 10.16.

Furthermore, at the Employer's direction, the Trustee, for collective
investment purposes, may combine into one trust fund the Trust created under
this Plan with the Trust created under any other qualified retirement plan
the Employer maintains. However, the Trustee must maintain separate records
of account for the assets of each Trust in order to reflect properly each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

10.17 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY. The
Employer, in writing, may appoint any person in any State to act as ancillary
trustee with respect to a designated portion of the Trust Fund, subject to
the consent required under Section 1.02 if the Master Plan Sponsor is a
financial institution. An ancillary trustee must acknowledge in writing its
acceptance of the terms and conditions of its appointment as ancillary
trustee and its fiduciary status under ERISA. The ancillary trustee has the
rights, powers, duties and discretion as the Employer may delegate, subject
to any limitations or directions specified in the instrument evidencing
appointment of the ancillary trustee and to the terms of the Plan or of
ERISA. The investment powers delegated to the ancillary trustee may include
any investment powers available under Section 10.03 of the Plan including the
right to invest any portion of the assets of the Trust Fund in a common trust
fund, as described in Code Section 584, or in any collective investment fund,
the provisions of which govern the investment of such assets and which the
Plan incorporates by this reference, but only if the ancillary trustee is a
bank or similar financial institution supervised by the United States or by a
State and the ancillary trustee (or its affiliate, as defined in Code Section
1504) maintains the common trust fund or collective investment fund
exclusively for the collective investment of money contributed by the
ancillary trustee (or its affiliate) in a trustee capacity and which conforms
to the rules of the Comptroller of the Currency. The Employer also may
appoint as an ancillary trustee, the trustee of any group trust fund
designated for investment pursuant to the provisions of Section 10.16 of the
Plan.

The ancillary trustee may resign its position at any time by providing
at least 30 days' advance written notice to the Employer, unless the Employer
waives this notice requirement. The Employer, in writing, may remove an
ancillary trustee at any time. In the event of resignation or removal, the
Employer may appoint another ancillary trustee, return the assets to the
control and management of the Trustee or receive such assets in the capacity
of ancillary trustee. The Employer may delegate its responsibilities under
this Section 10.17 to a discretionary Trustee under the Plan, but not to a
nondiscretionary Trustee or to a Custodian, subject to the acceptance by the
discretionary Trustee of that delegation.

If the U.S. Department of Labor ("the Department") requires engagement
of an independent fiduciary to have control or management of all or a portion
of the Trust Fund, the Employer will appoint such independent fiduciary, as
directed by the Department. The independent fiduciary will have the duties,
responsibilities and powers prescribed by the Department and will exercise
those duties, responsibilities and powers in accordance with the terms,
restrictions and conditions established by the Department and, to the extent
not inconsistent with ERISA, the terms of the Plan. The independent fiduciary
must accept its appointment in writing and must acknowledge its status as a
fiduciary of the Plan.

ARTICLE XI
PROVISIONS RELATING TO INSURANCE AND
INSURANCE COMPANY

11.01 INSURANCE BENEFIT. The Employer may elect to provide incidental
life insurance benefits for insurable Participants who consent to life
insurance benefits by signing the appropriate insurance company application
form. The Trustee will not purchase any incidental life insurance benefit for
any Participant prior to an allocation to the Participant's Account. At an
insured Participant's written direction, the Trustee will use all or any
portion of the Participant's nondeductible voluntary contributions, if any,
to pay insurance premiums covering the Participant's life. This Section 11.01
also authorizes the purchase of life insurance, for the benefit of the
Participant, on the life of a family member of the Participant or on any
person in whom the Participant has an insurable interest. However, if the
policy is on the joint lives of the Participant and another person, the
Trustee may not maintain that policy if that other person predeceases the
Participant.

The Employer will direct the Trustee as to the insurance company and
insurance agent through which the Trustee is to purchase the insurance
contracts, the amount of the coverage and the applicable dividend plan. Each
application for a policy, and the policies themselves, must designate the
Trustee as sole owner, with the right reserved to the Trustee to exercise any
right or option contained in the policies, subject to the terms and
provisions of this Agreement. The Trustee must be the named beneficiary for
the Account of the insured Participant. Proceeds of insurance contracts paid
to the Participant's Account under this Article XI are subject to the
distribution requirements of Article V and of Article VI. The Trustee will
not retain any such proceeds for the benefit of the Trust.

The Trustee will charge the premiums on any incidental benefit
insurance contract covering the life of a Participant against the Account of
that Participant. The Trustee will hold all incidental benefit insurance
contracts issued under the Plan as assets of the Trust created under the Plan.

(A) INCIDENTAL INSURANCE BENEFITS. The aggregate of life insurance premiums
paid for the benefit of a Participant, at all times, may not exceed the
following percentages of the aggregate of the Employer's contributions
allocated to any Participant's Account: (i) 49% in the case of the purchase
of ordinary life insurance contracts; or (ii) 25% in the case of the purchase
of term life insurance or universal life insurance contracts. If the Trustee
purchases a combination of ordinary life insurance contract(s) and term life
insurance or universal life insurance contract(s), then the sum of one-half
of the premiums paid for the ordinary life insurance contract(s) and the
premiums paid for the term life insurance or universal life insurance
contract(s) may not exceed 25%

<PAGE>

of the Employer contributions allocated to any Participant's Account.

(B) EXCEPTION FOR CERTAIN PROFIT SHARING PLANS. If the Employer's Plan is a
profit sharing plan, the incidental insurance benefits requirement does not
apply to the Plan if the Plan purchases life insurance benefits only from
Employer contributions accumulated in the Participant's Account for at least
two years (measured from the allocation date).

11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not
continue any life insurance protection for any Participant beyond his annuity
starting date (as defined in Article VI). If the Trustee holds any incidental
benefit insurance contract(s) for the benefit of a Participant when he
terminates his employment (other than by reason of death), the Trustee must
proceed as follows:

(a) If the entire cash value of the contract(s) is vested in the
terminating Participant, or if the contract(s) will have no cash value at
the end of the policy year in which termination of employment occurs, the
Trustee will transfer the contract(s) to the Participant endorsed so as
to vest in the transferee all right, title and interest to the
contract(s), free and clear of the Trust; subject however, to
restrictions as to surrender or payment of benefits as the issuing
insurance company may permit and as the Advisory Committee directs;

(b) If only part of the cash value of the contract(s) is vested in the
terminating Participant, the Trustee, to the extent the Participant's
interest in the cash value of the contract(s) is not vested, may adjust
the Participant's interest in the value of his Account attributable to
Trust assets other than incidental benefit insurance contracts and
proceed as in (a), or the Trustee must effect a loan from the issuing
insurance company on the sole security of the contract(s) for an amount
equal to the difference between the cash value of the contract(s) at the
end of the policy year in which termination of employment occurs and the
amount of the cash value that is vested in the terminating Participant,
and the Trustee must transfer the contract(s) endorsed so as to vest in
the transferee all right, title and interest to the contract(s), free and
clear of the Trust; subject however, to the restrictions as to surrender
or payment of benefits as the issuing insurance company may permit and
the Advisory Committee directs;

(c) If no part of the cash value of the contract(s) is vested in the
terminating Participant, the Trustee must surrender the contract(s) for
cash proceeds as may be available.

In accordance with the written direction of the Advisory Committee,
the Trustee will make any transfer of contract(s) under this Section 11.02 on
the Participant's annuity starting date (or as soon as administratively
practicable after that date). The Trustee may not transfer any contract under
this Section 11.02 which contains a method of payment not specifically
authorized by Article VI or which fails to comply with the joint and survivor
annuity requirements, if applicable, of Article VI. In this regard, the
Trustee either must convert such a contract to cash and distribute the cash
instead of the contract, or before making the transfer, require the issuing
company to delete the unauthorized method of payment option from the contract.

11.03 DEFINITIONS. For purposes of this Article XI:

(a) "Policy" means an ordinary life insurance contract or a term life
insurance contract issued by an insurer on the life of a Participant.

(b) "Issuing insurance company" is any life insurance company which has
issued a policy upon application by the Trustee under the terms of this
Agreement.

(c) "Contract" or "Contracts" means a policy of insurance. In the event
of any conflict between the provisions of this Plan and the terms of any
contract or policy of insurance issued in accordance with this Article
XI, the provisions of the Plan control.

(d) "Insurable Participant" means a Participant to whom an insurance
company, upon an application being submitted in accordance with the Plan,
will issue insurance coverage, either as a standard risk or as a risk in
an extra mortality classification.

11.04 DIVIDEND PLAN. The dividend plan is premium reduction unless
the Advisory Committee directs the Trustee to the contrary. The Trustee must
use all dividends for a contract to purchase insurance benefits or additional
insurance benefits for the Participant on whose life the insurance company
has issued the contract. Furthermore, the Trustee must arrange, where
possible, for all policies issued on the lives of Participants under the Plan
to have the same premium due date and all ordinary life insurance contracts
to contain guaranteed cash values with as uniform basic options as are
possible to obtain. The term "dividends" includes policy dividends, refunds
of premiums and other credits.

11.05 INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance
company, solely in its capacity as an issuing insurance company, is a party
to this Agreement nor is the company responsible for its validity.

11.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS. No
insurance company, solely in its capacity as an issuing insurance company,
need examine the terms of this Agreement nor is responsible for any action
taken by the Trustee.

11.07 INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE. For the
purpose of making application to an insurance company and in the exercise of
any right or option contained in any policy, the insurance company may rely
upon the signature of the Trustee and is saved harmless and completely
discharged in acting at the direction and authorization of the Trustee.

11.08 ACQUITTANCE. An insurance company is discharged from all
liability for any amount paid to the Trustee or paid in accordance with the
direction of the Trustee, and is not obliged to see to the distribution or
further application of any moneys it so pays.

11.09 DUTIES OF INSURANCE COMPANY. Each insurance company must keep
such records, make such identification of contracts, funds and accounts
within funds, and supply such information as may be necessary for the proper
administration of the Plan under which it is carrying insurance benefits.

NOTE: THE PROVISIONS OF THIS ARTICLE XI ARE NOT APPLICABLE, AND THE PLAN
MAY NOT INVEST IN INSURANCE CONTRACTS, IF A CUSTODIAN SIGNATORY TO THE ADOPTION
AGREEMENT IS A BANK WHICH HAS NOT ACQUIRED TRUST POWERS FROM ITS GOVERNING STATE
BANKING AUTHORITY.

ARTICLE XII
MISCELLANEOUS

12.01 EVIDENCE. Anyone required to give evidence under the terms of
the Plan may do so by certificate, affidavit, document or other information
which the person to act in reliance may consider pertinent, reliable and
genuine, and to have been signed, made or presented by the proper party or
parties. The Advisory Committee and the Trustee are fully protected in acting
and relying upon any evidence described under the immediately preceding
sentence.

12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor
the Advisory Committee has any obligation or responsibility with respect to
any action required by the Plan to be taken by the Employer, any Participant
or eligible Employee, or for the failure of any of the above persons to act
or make any payment or contribution, or to otherwise provide any benefit
contemplated under this Plan. Furthermore, the Plan does not require the
Trustee or the Advisory Committee to collect any contribution required under
the Plan, or to determine the correctness of the amount of any Employer
contribution. Neither the Trustee nor the Advisory Committee need inquire
into or be responsible for any action or failure to act on the part of the
others, or on the part of any other person who has any responsibility
regarding the management, administration or operation of the Plan, whether by
the express terms of the Plan or by a separate agreement authorized by the
Plan or by the applicable provisions of ERISA. Any action required of a
corporate Employer must be by its Board of Directors or its designate.

12.03 FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee,
the Plan Administrator and the Employer in no way guarantee the Trust Fund
from loss or depreciation. The Employer does not guarantee the payment of any
money which may be or becomes due to any person from the Trust Fund. The
liability of the Advisory Committee and the Trustee to make any payment from
the Trust Fund at any time and all times is limited to the then available
assets of the Trust.

12.04 WAIVER OF NOTICE. Any person entitled to notice under the Plan
may waive the notice, unless the Code or Treasury regulations prescribe the
notice or ERISA specifically or impliedly prohibits such a waiver.

12.05 SUCCESSORS. The Plan is binding upon all persons entitled to
benefits under the Plan, their respective heirs and legal representatives,
upon the Employer, its successors and assigns, and upon the Trustee, the
Advisory Committee, the Plan Administrator and their successors.

12.06 WORD USAGE. Words used in the masculine also apply to the
feminine where applicable, and wherever the context of the Employer's Plan
dictates, the plural includes the singular and the singular includes the
plural. :

12.07 STATE LAW. The law of the state of the Employer's principal
place of business (unless otherwise designated in an addendum to the
Employer's Adoption Agreement) will determine all questions arising with
respect to the provisions of this Agreement except to the extent superseded
by Federal law.

12.08 EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's Plan fails
to qualify or to maintain qualification or if the Employer makes any
amendment or modification to a provision of this Plan (other than a proper
completion of an elective provision under the Adoption Agreement or the
attachment of an addendum authorized by the Plan or by, the Adoption
Agreement), the Employer may no longer participate under this Master Plan.
The Employer also may not participate (or continue to participate) in this
Master Plan if the Trustee or Custodian (or a change in the Trustee or
Custodian) does not satisfy the requirements of Section 1.02 of the Plan. If
the Employer is not entitled

20
<PAGE>

to participate under this Master Plan, the Employer's Plan is an
individually-designed plan and the reliance procedures specified in the
applicable Adoption Agreement no longer will apply.

12.09 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or
with respect to the establishment of the Trust, or any modification or
amendment to the Plan or Trust, or in the creation of any Account, or the
payment of any benefit, gives any Employee, Employee-Participant or any
Beneficiary any right to continue employment, any legal or equitable right
against the Employer, or Employee of the Employer, or against the Trustee, or
its agents or employees, or against the Plan Administrator, except as
expressly provided by the Plan, the Trust, ERISA or by a separate agreement.

ARTICLE XIII
EXCLUSWE BENEFIT, AMENDMENT,
TERMINATION

13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the
Employer has no beneficial interest in any asset of the Trust and no part of
any asset in the Trust may ever revert to or be repaid to an Employer, either
directly or indirectly; nor, prior to the satisfaction of all liabilities
with respect to the Participants and their Beneficiaries under the Plan, may
any part of the corpus or income of the Trust Fund, or any asset of the
Trust, be (at any time) used for, or diverted to, purposes other than the
exclusive benefit of the Participants or their Beneficiaries. However, if the
Commissioner of Internal Revenue, upon the Employer's request for initial
approval of this Plan, determines the Trust created under the Plan is not a
qualified trust exempt from Federal income tax, then (and only then) the
Trustee, upon written notice from the Employer, will return the Employer's
contributions (and increment attributable to the contributions) to the
Employer. The Trustee must make the return of the Employer contribution under
this Section 13.01 within one year of a final disposition of the Employer's
request for initial approval of the Plan. The Employer's Plan and Trust will
terminate upon the Trustee's return of the Employer's contributions.

13.02 AMENDMENT BY EMPLOYER. The Employer has the right at any time
and from time to time:

(a) To amend the elective provisions of the Adoption Agreement in any
manner it deems necessary or advisable in order to qualify (or maintain
qualification of) this Plan and the Trust created under it under the
provisions of Code Section 401(a);

(b) To amend the Plan to allow the Plan to operate under a waiver of
the minimum funding requirement; and

No amendment may authorize or permit any of the Trust Fund (other than
the part which is required to pay taxes and administration expenses) to be
used for or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates. No amendment may cause or
permit any portion of the Trust Fund to revert to or become a property of the
Employer. The Employer also may not make any amendment which affects the
rights, duties or responsibilities of the Trustee, the Plan Administrator or
the Advisory Committee without the written consent of the affected Trustee,
the Plan Administrator or the affected member of the Advisory Committee. The
Employer must make all amendments in writing. Each amendment must state the
date to which it is either retroactively or prospectively effective. See
Section 12.08 for the effect of certain amendments adopted by the Employer.

(A) CODE Section 411(d)(6) PROTECTED BENEFITS. An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease
a Participant's Accrued Benefit, except to the extent permitted under Code
Section 412(c)(8), and may not reduce or eliminate Code Section 411(d)(6)
protected benefits determined immediately prior to the adoption date (or, if
later, the effective date) of the amendment. An amendment reduces or
eliminates Code Section 411(d)(6) protected benefits if the amendment has the
effect of either (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations), or (2) except
as provided by Treasury regulations, eliminating an optional form of benefit.
The Advisory Committee must disregard an amendment to the extent application
of the amendment would fail to satisfy this paragraph. If the Advisory
Committee must disregard an amendment because the amendment would violate
clause (1) or clause (2), the Advisory Committee must maintain a schedule of
the early retirement option or other optional forms of benefit the Plan must
continue for the affected Participants.

13.03 AMENDMENT BY MASTER PLAN SPONSOR. The Master Plan Sponsor (or
PPD, as agent of the Master Plan Sponsor), without the Employer's consent,
may amend the Plan and Trust, from time to time, in order to conform the Plan
and Trust to any requirement for qualification of the Plan and Trust under
the Internal Revenue Code. The Master Plan Sponsor may not amend the Plan in
any manner which would modify any election made by the Employer under the
Plan without the Employer's written consent. Furthermore, the Master Plan
Sponsor may not amend the Plan in any manner which would violate the
proscription of Section 13.02. A Trustee does not have the power to amend the
Plan or Trust.

13.04 DISCONTINUANCE. The Employer has the right, at any time, to
suspend or discontinue its contributions under the Plan, and to terminate, at
any time, this Plan and the Trust created under this Agreement. The Plan will
terminate upon the first to occur of the following:

(a) The date terminated by action of the Employer;

(b) The dissolution or merger of the Employer, unless the successor makes
provision to continue the Plan, in which event the successor must
substitute itself as the Employer under this Plan. Any termination of the
Plan resulting from this paragraph (b) is not effective until compliance
with any applicable notice requirements under ERISA.

13.05 FULL VESTING ON TERMINATION. Upon either full or partial
termination of the Plan, or, if applicable, upon complete discontinuance of
profit sharing plan contributions to the Plan, an affected Participant's
right to his Accrued Benefit is 100% Nonforfeitable, irrespective of the
Nonforfeitable percentage which otherwise would apply under Article V.

13.06 MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan, unless immediately after the merger,
consolidation or transfer, the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have
received had the Plan terminated immediately before the merger or
consolidation or transfer. The Trustee possesses the specific authority to
enter into merger agreements or direct transfer of assets agreements with the
trustees of other retirement plans described in Code Section 401(a),
including an elective transfer, and to accept the direct transfer of plan
assets, or to transfer plan assets, as a party to any such agreement.

The Trustee may accept a direct transfer of plan assets on behalf of
an Employee prior to the date the Employee satisfies the Plan's eligibility
conditions. If the Trustee accepts such a direct transfer of plan assets, the
Advisory Committee and Trustee must treat the Employee as a Participant for
all purposes of the Plan except the Employee is not a Participant for
purposes of sharing in Employer contributions or Participant forfeitures
under the Plan until he actually becomes a Participant in the Plan.

(A) ELECTIVE TRANSFERS. The Trustee, after August 9, 1988, may not consent
to, or be a party to a merger, consolidation or transfer of assets with a
defined benefit plan, except with respect to an elective transfer, or unless
the transferred benefits are in the form of paid-up individual annuity
contracts guaranteeing the payment of the transferred benefits in accordance
with the terms of the transferor plan and in a manner consistent with the
Code and with ERISA. The Trustee will hold, administer and distribute the
transferred assets as a part of the Trust Fund and the Trustee must maintain
a separate Employer contribution Account for the benefit of the Employee on
whose behalf the Trustee accepted the transfer in order to reflect the value
of the transferred assets. Unless a transfer of assets to this Plan is an
elective transfer, the Plan will preserve all Code Section 411(d)(6)
protected benefits with respect to those transferred assets, in the manner
described in Section 13.02. A transfer is an elective transfer if: (1) the
transfer satisfies the first paragraph of this Section 13.06; (2) the
transfer is voluntary, under a fully informed election by the Participant;
(3) the Participant has an alternative that retains his Code Section
411(d)(6) protected benefits (including an option to leave his benefit in the
transferor plan, if that plan is not terminating); (4) the transfer satisfies
the applicable spousal consent requirements of the Code; (5) the transferor
plan satisfies the joint and survivor notice requirements of the Code, if the
Participant's transferred benefit is subject to those requirements; (6) the
Participant has a right to immediate distribution from the transferor plan,
in lieu of the elective transfer; (7) the transferred benefit is at least the
greater of the single sum distribution provided by the transferor plan for
which the Participant is eligible or the present value of the Participant's
accrued benefit under the transferor plan payable at that plan's normal
retirement age; (8) the Participant has a 100% Nonforfeitable interest in the
transferred benefit; and (9) the transfer otherwise satisfies applicable
Treasury regulations. An elective transfer may occur between qualified plans
of any type. Any direct transfer of assets from a defined benefit plan after
August 9, 1988, which does not satisfy the requirements of this paragraph
will render the Employer's Plan individually-designed. See Section 12.08.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE Section 401(k). If the Plan
receives a direct transfer (by merger or otherwise) of elective contributions
(or amounts treated as elective contributions) under a Plan with a Code
Section 401(k) arrangement, the distribution restrictions of Code Section
401(k)(2) and (10) continue to apply to those transferred elective
contributions.

13.07 TERMINATION.

(A) PROCEDURE. Upon termination of the Plan, the distribution provisions of
Article VI remain operative, with the following exceptions:

(1) if the present value of the Participant's Nonforfeitable Accrued
Benefit does not exceed $3,500, the Advisory Committee will direct the
Trustee to distribute the Participant's Nonforfeitable Accrued Benefit to
him in lump sum as soon as administratively practicable after the Plan
terminates; and

<PAGE>

(2) if the present value of the Participant's Nonforfeitable Accrued
Benefit exceeds $3,500, the Participant or the Beneficiary, in addition
to the distribution events permitted under Article VI, may elect to have
the Trustee commence distribution of his Nonforfeitable Accrued Benefit
as soon as administratively practicable after the Plan terminates.

To liquidate the Trust, the Advisory Committee will purchase a
deferred annuity contract for each Participant which protects the
Participant's distribution rights under the Plan, if the Participant's
Nonforfeitable Accrued Benefit exceeds $3,500 and the Participant does not
elect an immediate distribution pursuant to Paragraph (2).

If the Employer's Plan is a profit sharing plan, in lieu of the
preceding provisions of this Section 13.07 and the distribution provisions of
Article VI, the Advisory Committee will direct the Trustee to distribute each
Participant's Nonforfeitable Accrued Benefit, in lump sum, as soon as
administratively practicable after the termination of the Plan, irrespective
of the present value of the Participant's Nonforfeitable Accrued Benefit and
whether the Participant consents to that distribution. This paragraph does
not apply if: (1) the Plan provides an annuity option; or (2) as of the
period between the Plan termination date and the final distribution of
assets, the Employer maintains any other defined contribution plan (other
than an ESOP). The Employer, in an addendum to its Adoption Agreement
numbered 13.07, may elect not to have this paragraph apply.

The Trust will continue until the Trustee in accordance with the
direction of the Advisory Committee has distributed all of the benefits under
the Plan. On each valuation date, the Advisory Committee will credit any part
of a Participant's Accrued Benefit retained in the Trust with its
proportionate share of the Trust's income, expenses, gains and losses, both
realized and unrealized. Upon termination of the Plan, the amount, if any, in
a suspense account under Article III will revert to the Employer, subject to
the conditions of the Treasury regulations permitting such a reversion. A
resolution or amendment to freeze all future benefit accrual but otherwise to
continue maintenance of this Plan, is not a termination for purposes of this
Section 13.07.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE SECTION 401(k). If the Employer's
Plan includes a Code Section 401(k) arrangement or if transferred assets
described in Section 13.06 are subject to the distribution restrictions of
Code Section 401(k)(2) and (10), the special distribution provisions of this
Section 13.07 are subject to the restrictions of this paragraph. The portion
of the Participant's Nonforfeitable Accrued Benefit attributable to elective
contributions (or to amounts treated under the Code Section 401(k)
arrangement as elective contributions) is not distributable on account of
Plan termination, as described in this Section 13.07, unless: (a) the
Participant otherwise is entitled under the Plan to a distribution of that
portion of his Nonforfeitable Accrued Benefit; or (b) the Plan termination
occurs without the establishment of a successor plan. A successor plan under
clause (b) is a defined contribution plan (other than an ESOP) maintained by
the Employer (or by a related employer) at the time of the termination of the
Plan or within the period ending twelve months after the final distribution
of assets. A distribution made after March 31, 1988, pursuant to clause (b),
must be part of a lump sum distribution to the Participant of his
Nonforfeitable Accrued Benefit.

ARTICLE XIV
CODE SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS

14.01 APPLICATION. THIS ARTICLE XIV APPLIES TO AN EMPLOYER'S PLAN
ONLY IF THE EMPLOYER IS MAINTAINING ITS PLAN UNDER A CODE SECTION 401(k)
ADOPTION AGREEMENT.

14.02 CODE SECTION 401(k) ARRANGEMENT. The Employer will elect in
Section 3.01 of its Adoption Agreement the terms of the Code Section 401(k)
arrangement, if any, under the Plan. If the Employer's Plan is a Standardized
Plan, the Code Section 401(k) arrangement must be a salary reduction
arrangement. If the Employer's Plan is a Nonstandardized Plan, the Code
Section 401(k) arrangement may be a salary reduction arrangement or a cash or
deferred arrangement.

(A) SALARY REDUCTION ARRANGEMENT. If the Employer elects a salary
reduction arrangement, any Employee eligible to participate in the Plan may
file a salary reduction agreement with the Advisory Committee. The salary
reduction agreement may not be effective earlier than the following date
which occurs last: (i) the Employee's Plan Entry Date (or, in the case of a
reemployed Employee, his reparticipation date under Article II); (ii) the
execution date of the Employee's salary reduction agreement; (iii) the date
the Employer adopts the Code Section 401(k) arrangement by executing the
Adoption Agreement; or (iv) the effective date of the Code Section 401(k)
arrangement, as specified in the Employer's Adoption Agreement. Regarding
clause (i), an Employee subject to the Break in Service rule of Section
2.03(B) of the Plan may not enter into a salary reduction agreement until the
Employee has completed a sufficient number of Hours of Service to receive
credit for a Year of Service (as defined in Section 2.02) following his
reemployment commencement date. A salary reduction agreement must specify the
amount of Compensation (as defined in Section 1.12) or percentage of
Compensation the Employee wishes to defer. The salary reduction agreement
will apply only to Compensation which becomes currently available to the
Employee after the effective date of the salary reduction agreement. The
Employer will apply a reduction election to all Compensation (and to
increases in such Compensation) unless the Employee specifies in his salary
reduction agreement to limit the election to certain Compensation. The
Employer will specify in Adoption Agreement Section 3.01 the rules and
restrictions applicable to the Employees salary reduction agreements.

(B) CASH OR DEFERRED ARRANGEMENT. If the Employer elects a cash or
deferred arrangement, a Participant may elect to make a cash election against
his proportionate share of the Employer's Cash or Deferred Contribution, in
accordance with the Employer's elections in Adoption Agreement Section 3.01.
A Participant's proportionate share of the Employer's Cash or Deferred
Contribution is the percentage of the total Cash or Deferred Contribution
which bears the same ratio that the Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan Year.
For purposes of determining each Participant's proportionate share of the
Cash or Deferred Contribution, a Participant's Compensation is his
Compensation as determined under Section 1.12 of the Plan (as modified by
Section 3.06 for allocation purposes), excluding any effect the proportionate
share may have on the Participant's Compensation for the Plan Year. The
Advisory Committee will determine the proportionate share prior to the
Employer's actual contribution to the Trust, to provide the Participants the
opportunity to file cash elections. The Employer will pay directly to the
Participant the portion of his proportionate share the Participant has
elected to receive in cash.

(C) ELECTION NOT TO PARTICIPATE. A Participant's or Employee's election
not to participate, pursuant to Section 2.06, includes his right to enter
into a salary reduction agreement or to share in the allocation of a Cash or
Deferred Contribution, unless the Participant or Employee limits the effect
of the election to the non-401(k) portions of the Plan.

14.03 DEFINITIONS. For purposes of this Article XIV:

(a) "Highly Compensated Employee" means an Eligible Employee who
satisfies the definition in Section 1.09 of the Plan. Family members
aggregated as a single Employee under Section 1.09 constitute a single
Highly Compensated Employee, whether a particular family member is a
Highly Compensated Employee or a Nonhighly Compensated Employee without
the application of family aggregation.

(b) "Nonhighly Compensated Employee" means an Eligible Employee who is
not a Highly Compensated Employee and who is not a family member treated
as a Highly Compensated Employee.

(c) "Eligible Employee" means, for purposes of the ADP test described in
Section 14.08, an Employee who is eligible to enter into a salary
reduction agreement for the Plan Year, irrespective of whether he
actually enters into such an agreement, and a Participant who is eligible
for an allocation of the Employer's Cash or Deferred Contribution for the
Plan Year. For purposes of the ACP test described in Section 14.09, an
"Eligible Employee" means a Participant who is eligible to receive an
allocation of matching contributions (or would be eligible if he made the
type of contributions necessary to receive an allocation of matching
contributions) and a Participant who is eligible to make nondeductible
contributions, irrespective of whether he actually makes nondeductible
contributions. An Employee continues to be an Eligible Employee during a
period the Plan suspends the Employee's right to make elective deferrals
or nondeductible contributions following a hardship distribution.

(d) "Highly Compensated Group" means the group of Eligible Employees who
are Highly Compensated Employees for the Plan Year.

(e) "Nonhighly Compensated Group" means the group of Eligible
Employees who are Nonhighly Compensated Employees for the Plan
Year.

(f) "Compensation" means, except as specifically provided in this Article
XIV, Compensation as defined for nondiscrimination purposes in Section
1.12(B) of the Plan. To compute an Employee's ADP or ACP, the Advisory
Committee may limit Compensation taken into account to Compensation
received only for the portion of the Plan Year in which the Employee was
an Eligible Employee and only for the portion of the Plan Year in
which the Plan or the Code Section 401(k) arrangement was in effect.

(g) "Deferral contributions" are Salary Reduction Contributions and Cash
or Deferred Contributions the Employer contributes to the Trust on behalf
of an Eligible Employee, irrespective of whether, in the case of Cash or
Deferred Contributions, the contribution is at the election of the
Employee. For Salary Reduction Contributions, the terms "deferral
contributions" and "elective deferrals" have the same meaning.

(h) "Elective deferrals" are all Salary Reduction Contributions and that
portion of any Cash or Deferred Contribution which the Employer
contributes to the Trust at the election of an Eligible Employee. Any
portion of a Cash or Deferred Contribution contributed to the Trust
because of the Employee's failure to make a cash election is an elective
deferral. However, any portion of a Cash or Deferred Contribution over
which the Employee does not have a cash election is not an elective
deferral. Elective deferrals do not include amounts which have become
currently

<PAGE>

available to the Employee prior to the election nor amounts designated as
nondeductible contributions at the time of deferral or contribution.

(i) "Matching contributions" are contributions made by the Employer on
account of elective deferrals under a Code Section 401(k) arrangement or
on account of employee contributions. Matching contributions also include
Participant forfeitures allocated on account of such elective deferrals
or employee contributions.

(j) "Nonelective contributions" are contributions made by the Employer
which are not subject to a deferral election by an Employee and which are
not matching contributions.

(k) "Qualified matching contributions" are matching contributions
which are 100% Nonforfeitable at all times and which are subject to the
distribution restrictions described in paragraph (m). Matching
contributions are not 100% Nonforfeitable at all times if the Employee
has a 100% Nonforfeitable interest because of his Years of Service taken
into account under a vesting schedule. Any matching contributions
allocated to a Participant's Qualified Matching Contributions Account
under the Plan automatically satisfy the definition of qualified matching
contributions.

(l) "Qualified nonelective contributions" are nonelective
contributions which are 100% Nonforfeitable at all times and which are
subject to the distribution restrictions described in paragraph (m).
Nonelective contributions are not 100% Nonforfeitable at all times if the
Employee has a 100% Nonforfeitable interest because of his Years of
Service taken into account under a vesting schedule. Any nonelective
contributions allocated to a Participant's Qualified Nonelective
Contributions Account under the Plan automatically satisfy the definition
of qualified nonelective contributions.

(m) "Distribution restrictions" means the Employee may not receive a
distribution of the specified contributions (nor earnings on those
contributions) except in the event of (1) the Participant's death,
disability, termination of employment or attainment of age 59 1/2, (2)
financial hardship satisfying the requirements of Code Section 401(k) and
the applicable Treasury regulations, (3) a plan termination, without
establishment of a successor defined contribution plan (other than an
ESOP), (4) a sale of substantially all of the assets [within the meaning
of Code Section 409(d)(2)] used in a trade or business, but only to an
employee who continues employment with the corporation acquiring those
assets, or (5) a sale by a corporation of its interest in a subsidiary
[within the meaning of Code Section 409(d)(3)], but only to an employee
who continues employment with the subsidiary. For Plan Years beginning
after December 31, 1988, a distribution on account of financial hardship,
as described in clause (2), may not include earnings on elective
deferrals credited as of a date later than December 31, 1988, and may not
include qualified matching contributions and qualified non-elective
contributions, nor any earnings on such contributions, credited after
December 31, 1988. A plan does not violate the distribution restrictions
if, instead of the December 31, 1988, date in the preceding sentence the
plan specifies a date not later than the end of the last Plan Year ending
before July 1, 1989. A distribution described in clauses (3), (4) or (5),
if made after March 31, 1988, must be a lump sum distribution, as
required under Code Section 401(k)(10).

(n) "Employee contributions" are contributions made by a Participant
on an after-tax basis, whether voluntary or mandatory, and designated, at
the time of contribution, as an employee (or nondeductible) contribution.
Elective deferrals and deferral contributions are not employee
contributions. Participant nondeductible contributions, made pursuant to
Section 4.01 of the Plan, are employee contributions.

14.04 MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Employer may
elect in Adoption Agreement Section 3.01 to provide matching contributions.
The Employer also may elect in Adoption Agreement Section 4.01 to permit or
to require a Participant to make nondeductible contributions.

(A) MANDATORY CONTRIBUTIONS. Any Participant nondeductible contributions
eligible for matching contributions are mandatory contributions. The Advisory
Committee will maintain a separate accounting, pursuant to Section 4.06 of
the Plan, to reflect the Participant's Accrued Benefit derived from his
mandatory contributions. The Employer, under Adoption Agreement Section 4.05,
may prescribe special distribution restrictions which will apply to the
Mandatory Contributions Account prior to the Participant's Separation from
Service. Following his Separation from Service, the general distribution
provisions of Article VI apply to the distribution of the Participant's
Mandatory Contributions Account.

14.05 TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must make Salary
Reduction Contributions to the Trust within an administratively reasonable
period of time after withholding the corresponding Compensation from the
Participant. Furthermore, the Employer must make Salary Reduction
Contributions, Cash or Deferred Contributions, Employer matching
contributions (including qualified Employer matching contributions) and
qualified Employer nonelective contributions no later than the time
prescribed by the Code or by applicable Treasury regulations. Salary
Reduction Contributions and Cash or Deferred Contributions are Employer
contributions for all purposes under this Plan, except to the extent the Code
or Treasury regulations prohibit the use of these contributions to satisfy
the qualification requirements of the Code.

14.06 SPECIAL ALLOCATION PROVISIONS-DEFERRAL CONTRIBUTIONS, MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations
under the Plan, the Advisory Committee must establish a Deferral
Contributions Account, a Qualified Matching Contributions Account, a Regular
Matching Contributions Account, a Qualified Nonelective Contributions Account
and an Employer Contributions Account for each Participant.

(A) DEFERRAL CONTRIBUTIONS. The Advisory Committee will allocate to each
Participant's Deferral Contributions Account the amount of Deferral
Contributions the Employer makes to the Trust on behalf of the Participant.
The Advisory Committee will make this allocation as of the last day of each
Plan Year unless, in Adoption Agreement Section 3.04, the Employer elects
more frequent allocation dates for salary reduction contributions.

(B) MATCHING CONTRIBUTIONS. The Employer must specify in its Adoption
Agreement whether the Advisory Committee will allocate matching contributions
to the Qualified Matching Contributions Account or to the Regular Matching
Contributions Account of each Participant. The Advisory Committee will make
this allocation as of the last day of each Plan Year unless, in Adoption
Agreement Section 3.04, the Employer elects more frequent allocation dates
for matching contributions.

(1) To the extent the Employer makes matching contributions under a fixed
matching contribution formula, the Advisory Committee will allocate the
matching contribution to the Account of the Participant on whose behalf
the Employer makes that contribution. A fixed matching contribution
formula is a formula under which the Employer contributes a certain
percentage or dollar amount on behalf of a Participant based on that
Participant's deferral contributions or nondeductible contributions
eligible for a match, as specified in Section 3.01 of the Employer's
Adoption Agreement. The Employer may contribute on a Participant's behalf
under a specific matching contribution formula only if the Participant
satisfies the accrual requirements for matching contributions specified
in Section 3.06 of the Employer's Adoption Agreement and only to the
extent the matching contribution does not exceed the Participant's annual
additions limitation in Part 2 of Article III.

(2) To the extent the Employer makes matching contributions under a
discretionary formula, the Advisory Committee will allocate the
discretionary matching contributions to the Account of each Participant
who satisfies the accrual requirements for matching contributions
specified in Section 3.06 of the Employer's Adoption Agreement. The
allocation of discretionary matching contributions to a Participant's
Account is in the same proportion that each Participant's eligible
contributions bear to the total eligible contributions of all
Participants. If the discretionary formula is a tiered formula, the
Advisory Committee will make this allocation separately with respect to
each tier of eligible contributions, allocating in such manner the amount
of the matching contributions made with respect to that tier. "Eligible
contributions" are the Participant's deferral contributions or
nondeductible contributions eligible for an allocation of matching
contributions, as specified in Section 3.01 of the Employer's Adoption
Agreement.

If the matching contribution formula applies both to deferral
contributions and to Participant nondeductible contributions, the matching
contributions apply first to deferral contributions. Furthermore, the
matching contribution formula does not apply to deferral contributions that
are excess deferrals under Section 14.07. For this purpose: (a) excess
deferrals relate first to deferral contributions for the Plan Year not
otherwise eligible for a matching contribution; and (2) if the Plan Year is
not a calendar year, the excess deferrals for a Plan Year are the last
elective deferrals made for a calendar year. Under a Standardized Plan, an
Employee forfeits any matching contribution attributable to an excess
contribution or to an excess aggregate contribution, unless distributed
pursuant to Sections 14.08 or 14.09. Under a Nonstandardized Plan, this
forfeiture rule applies only if specified in Adoption Agreement Section 3.06.
The provisions of Section 3.05 govern the treatment of any forfeiture
described in this paragraph, and the Advisory Committee will compute a
Participant's ACP under 14.09 by disregarding the forfeiture.

(C) QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified non-elective contribution to the Qualified Nonelective
Contributions Account of each Participant eligible for an allocation of that
designated contribution, as specified in Section 3.04 of the Employer's
Adoption Agreement. The Advisory Committee will make the allocation to each
eligible Participant's Account in the same ratio that the Participant's
Compensation for the Plan Year bears to the total Compensation of all
eligible Participants for the Plan Year. The Advisory Committee will
determine a Participant's Compensation in accordance with the general
definition of Compensation under Section 1.12 of the Plan, as modified by the
Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

<PAGE>

(D) NONELECTIVE CONTRIBUTIONS. To the extent the Employer makes
nonelective contributions for the Plan Year which, at the time of
contribution, it does not designate as qualified nonelective contributions,
the Advisory Committee will allocate those contributions in accordance with
the elections under Section 3.04 of the Employer's Adoption Agreement. For
purposes of the special nondiscrimination tests described in Sections 14.08
and 14.09, the Advisory Committee may treat nonelective contributions
allocated under this paragraph as qualified nonelective contributions, if the
contributions otherwise satisfy the definition of qualified nonelective
contributions.

14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals
for a calendar year beginning after December 31, 1986, may not exceed the
402(g) limitation. The 402(g) limitation is the greater of $7,000 or the
adjusted amount determined by the Secretary of the Treasury. If, pursuant to
a salary reduction agreement or pursuant to a cash or deferral election, the
Employer determines the Employee's elective deferrals to the Plan for a
calendar year would exceed the 402(g) limitation, the Employer will suspend
the Employee's salary reduction agreement, if any, until the following
January 1 and pay in cash the portion of a cash or deferral election which
would result in the Employee's elective deferrals for the calendar year
exceeding the 402(g) limitation. If the Advisory Committee determines an
Employee's elective deferrals already contributed to the Plan for a calendar
year exceed the 402(g) limitation, the Advisory Committee will distribute the
amount in excess of the 402(g) limitation (the "excess deferral"), as
adjusted for allocable income, no later than April 15 of the following
calendar year. If the Advisory Committee distributes the excess deferral by
the appropriate April 15, it may make the distribution irrespective of any
other provision under this Plan or under the Code. The Advisory Committee
will reduce the amount of excess deferrals for a calendar year distributable
to the Employee by the amount of excess contributions (as determined in
Section 14.08), if any, previously distributed to the Employee for the Plan
Year beginning in that calendar year.

If an Employee participates in another plan under which he makes
elective deferrals pursuant to a Code Section 401(k) arrangement, elective
deferrals under a Simplified Employee Pension, or salary reduction
contributions to a tax-sheltered annuity, irrespective of whether the
Employer maintains the other plan, he may provide the Advisory Committee a
written claim for excess deferrals made for a calendar year. The Employee
must submit the claim no later than the March 1 following the close of the
particular calendar year and the claim must specify the amount of the
Employee's elective deferrals under this Plan which are excess deferrals. If
the Advisory Committee receives a timely claim, it will distribute the excess
deferral (as adjusted for allocable income) the Employee has assigned to this
Plan, in accordance with the distribution procedure described in the
immediately preceding paragraph.

(B) ALLOCABLE INCOME. For purposes of making a distribution of excess
deferrals pursuant to this Section 14.07, allocable income means net income
or net loss allocable to the excess deferrals for the calendar year in which
the Employee made the excess deferral, determined in a manner which is
uniform, nondiscriminatory and reasonably reflective of the manner used by
the Plan to allocate income to Participants' Accounts.

14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year,
the Advisory Committee must determine whether the Plan's Code Section 401(k)
arrangement satisfies either of the following ADP tests:

(i) The average ADP for the Highly Compensated Group does not exceed 1.25
times the average ADP of the Nonhighly Compensated Group; or

(ii) The average ADP for the Highly Compensated Group does not exceed the
average ADP for the Nonhighly Compensated Group by more than two
percentage points (or the lesser percentage permitted by the multiple use
limitation in Section 14.10) and the average ADP for the Highly
Compensated Group is not more than twice the average ADP for the
Nonhighly Compensated Group.

(A) CALCULATION OF ADP. The average ADP for a group is the average of the
separate ADPs calculated for each Eligible Employee who is a member of that
group. An Eligible Employee's ADP for a Plan Year is the ratio of the
Eligible Employee's deferral contributions for the Plan Year to the
Employee's Compensation for the Plan Year. For aggregated family members
treated as a single Highly Compensated Employee, the ADP of the family unit
is the ADP determined by combining the deferral contributions and
Compensation of all aggregated family members. A Nonhighly Compensated
Employee's ADP does not include elective deferrals made to this Plan or to
any other Plan maintained by the Employer, to the extent such elective
deferrals exceed the 402(g) limitation described in Section 14.07(A).

The Advisory Committee, in a manner consistent with Treasury
regulations, may determine the APPs of the Eligible Employees by taking into
account qualified nonelective contributions or qualified matching
contributions, or both, made to this Plan or to any other qualified Plan
maintained by the Employer. The Advisory Committee may not include qualified
nonelective contributions in the ADP test unless the allocation of
nonelective contributions is nondiscriminatory when the Advisory Committee
takes into account all non-elective contributions (including the qualified
nonelective contributions) and also when the Advisory Committee takes into
account only the nonelective contributions not used in either the ADP test
described in this Section 14.08 or the ACP test described in Section 14.09.
For Plan Years beginning after December 31, 1989, the Advisory Committee may
not include in the ADP test any qualified nonelective contributions or
qualified matching contributions under another qualified plan unless that
plan has the same plan year as this Plan. The Advisory Committee must
maintain records to demonstrate compliance with the ADP test, including the
extent to which the Plan used qualified non-elective contributions or
qualified matching contributions to satisfy the test.

For Plan Years beginning prior to January 1, 1992, the Advisory
Committee may elect to apply a separate ADP test to each component group
under the Plan. Each component group separately must satisfy the commonality
requirement of the Code Section 401(k) regulations and the minimum coverage
requirements of Code Section 410(b). A component group consists of all the
allocations and other benefits, rights and features provided that group of
Employees. An Employee may not be part of more than one component group. The
correction rules described in this Section 14.08 apply separately to each
component group.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To
determine the ADP of any Highly Compensated Employee, the deferral
contributions taken into account must include any elective deferrals made by
the Highly Compensated Employee under any other Code Section 401(k)
arrangement maintained by the Employer, unless the elective deferrals are to
an ESOP. If the plans containing the Code Section 401(k) arrangements have
different plan years, the Advisory Committee will determine the combined
deferral contributions on the basis of the plan years ending in the same
calendar year.

(C) AGGREGATION OF CERTAIN CODE SECTION 401(k) ARRANGEMENTS. If the
Employer treats two plans as a unit for coverage or nondiscrimination
purposes, the Employer must combine the Code Section 401(k) arrangements
under such plans to determine whether either plan satisfies the ADP test. For
Plan Years beginning after December 31, 1989, an aggregation of Code Section
401(k) arrangements under this paragraph does not apply to plans which have
different plan years and, for Plan Years beginning after December 31, 1988,
the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a
plan) with a non-ESOP plan (or non-ESOP portion of a plan).

(D) CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section
14.08, the Advisory Committee has elected to include qualified matching
contributions in the average ADP, the Advisory Committee will treat excess
contributions as attributable proportionately to deferral contributions and
to qualified matching contributions allocated on the basis of those deferral
contributions. If the total amount of a Highly Compensated Employee's excess
contributions for the Plan Year exceeds his deferral contributions or
qualified matching contributions for the Plan Year, the Advisory Committee
will treat the remaining portion of his excess contributions as attributable
to qualified nonelective contributions. The Advisory Committee will reduce
the amount of excess contributions for a Plan Year distributable to a Highly
Compensated Employee by the amount of excess deferrals (as determined in
Section 14.07), if any, previously distributed to that Employee for the
Employee's taxable year ending in that Plan Year.

(E) DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Advisory Committee
determines the Plan fails to satisfy the ADP test for a Plan Year, it must
distribute the excess contributions, as adjusted for allocable income, during
the next Plan Year. However, the Employer will incur an excise tax equal to
10% of the amount of excess contributions for a Plan Year not distributed to
the appropriate Highly Compensated Employees during the first 2 1/2 months of
that next Plan Year. The excess contributions are the amount of deferral
contributions made by the Highly Compensated Employees which causes the Plan
to fail to satisfy the ADP test. The Advisory Committee will distribute to
each Highly Compensated Employee his respective share of the excess
contributions. The Advisory Committee will determine the respective shares of
excess contributions by starting with the Highly Compensated Employee(s) who
has the greatest ADP, reducing his ADP (but not below the next highest ADP),
then, if necessary, reducing the ADP of the Highly Compensated Employee(s) at
the next highest ADP level (including the ADP of the Highly Compensated
Employee(s) whose ADP the Advisory Committee already has reduced), and
continuing in this manner until the average ADP for the Highly Compensated
Group satisfies the ADP test. If the Highly Compensated Employee is part of
an aggregated family group, the Advisory Committee, in accordance with the
applicable Treasury regulations, will determine each aggregated family
member's allocable share of the excess contributions assigned to the family
unit.

(F) ALLOCABLE INCOME. To determine the amount of the corrective
distribution required under this Section 14.08, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess
contributions arose. "Allocable income" means net income or net loss. To
calculate allocable income for the Plan Year, the Advisory Committee will use
a uniform and nondiscriminatory method which reasonably reflects the manner
used by the Plan to allocate income to Participants' Accounts.

14.09 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING
CONTRIBUTIONS/PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years
beginning after December 31, 1986, the Advisory

<PAGE>

Committee must determine whether the annual Employer matching contributions
(other than qualified matching contributions used in the ADP under Section
14.08), if any, and the Employee contributions, if any, satisfy either of the
following average contribution percentage ("ACP") tests:

(i) The ACP for the Highly Compensated Group does not exceed 1.25 times
the ACP of the Nonhighly Compensated Group; or

(ii) The ACP for the Highly Compensated Group does not exceed the ACP for
the Nonhighly Compensated Group by more than two percentage points (or
the lesser percentage permitted by the multiple use limitation in Section
14.10) and the ACP for the Highly Compensated Group is not more than
twice the ACP for the Nonhighly Compensated Group.

(A) CALCULATION OF ACP. The average contribution percentage for a group is
the average of the separate contribution percentages calculated for each
Eligible Employee who is a member of that group. An Eligible Employee's
contribution percentage for a Plan Year is the ratio of the Eligible
Employee's aggregate contributions for the Plan Year to the Employee's
Compensation for the Plan Year. "Aggregate contributions" are Employer
matching contributions (other than qualified matching contributions used in
the ADP test under Section 14.08) and employee contributions (as defined in
Section 14.03). For aggregated family members treated as a single Highly
Compensated Employee, the contribution percentage of the family unit is the
contribution percentage determined by combining the aggregate contributions
and Compensation of all aggregated family members.

The Advisory Committee, in a manner consistent with Treasury
regulations, may determine the contribution percentages of the Eligible
Employees by taking into account qualified nonelective contributions (other
than qualified nonelective contributions used in the ADP test under Section
14.08) or elective deferrals, or both, made to this Plan or to any other
qualified Plan maintained by the Employer. The Advisory Committee may not
include qualified nonelective contributions in the ACP test unless the
allocation of nonelective contributions is nondiscriminatory when the
Advisory Committee takes into account all nonelective contributions
(including the qualified nonelective contributions) and also when the
Advisory Committee takes into account only the nonelective contributions not
used in either the ADP test described in Section 14.08 or the ACP test
described in this Section 14.09. The Advisory Committee may not include
elective deferrals in the ACP test, unless the Plan which includes the
elective deferrals satisfies the ADP test both with and without the elective
deferrals included in this ACP test. For Plan Years beginning after December
31, 1989, the Advisory Committee may not include in the ACP test any
qualified non-elective contributions or elective deferrals under another
qualified plan unless that plan has the same plan year as this Plan. The
Advisory Committee must maintain records to demonstrate compliance with the
ACP test, including the extent to which the Plan used qualified nonelective
contributions or elective deferrals to satisfy the test. For Plan Years
beginning prior to January 1, 1992, the component group testing rule
permitted under Section 14.08(A) also applies to the ACP test under this
Section 14.09.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To
determine the contribution percentage of any Highly Compensated Employee, the
aggregate contributions taken into account must include any matching
contributions (other than qualified matching contributions used in the ADP
test) and any Employee contributions made on his behalf to any other plan
maintained by the Employer, unless the other plan is an ESOP. If the plans
have different plan years, the Advisory Committee will determine the combined
aggregate contributions on the basis of the plan years ending in the same
calendar year.

(C) AGGREGATION OF CERTAIN PLANS. If the Employer treats two plans as a
unit for coverage or nondiscrimination purposes, the Employer must combine
the plans to determine whether either plan satisfies the ACP test. This
aggregation rule applies to the contribution percentage determination for all
Eligible Employees, irrespective of whether an Eligible Employee is a Highly
Compensated Employee or a Nonhighly Compensated Employee. For Plan Years
beginning after December 31, 1989, an aggregation of plans under this
paragraph does not apply to plans which have different plan years and, for
Plan Years beginning after December 31, 1988, the Advisory Committee may not
aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or
non-ESOP portion of a plan).

(D) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will determine excess aggregate contributions after determining excess
deferrals under Section 14.07 and excess contributions under Section 14.08.
If the Advisory Committee determines the Plan fails to satisfy the ACP test
for a Plan Year, it must distribute the excess aggregate contributions, as
adjusted for allocable income, during the next Plan Year. However, the
Employer will incur an excise tax equal to 10% of the amount of excess
aggregate contributions for a Plan Year not distributed to the appropriate
Highly Compensated Employees during the first 2 1/2 months of that next Plan
Year. The excess aggregate contributions are the amount of aggregate
contributions allocated on behalf of the Highly Compensated Employees which
causes the Plan to fail to satisfy the ACP test. The Advisory Committee will
distribute to each Highly Compensated Employee his respective share of the
excess aggregate contributions. The Advisory Committee will determine the
respective shares of excess aggregate contributions by starting with the
Highly Compensated Employee(s) who has the greatest contribution percentage,
reducing his contribution percentage (but not below the next highest
contribution percentage), then, if necessary, reducing the contribution
percentage of the Highly Compensated Employee(s) at the next highest
contribution percentage level (including the contribution percentage of the
Highly Compensated Employee(s) whose contribution percentage the Advisory
Committee already has reduced), and continuing in this manner until the ACP
for the Highly Compensated Group satisfies the ACP test. If the Highly
Compensated Employee is part of an aggregated family group, the Advisory
Committee, in accordance with the applicable Treasury regulations, will
determine each aggregated family member's allocable share of the excess
aggregate contributions assigned to the family unit.

(E) ALLOCABLE INCOME. To determine the amount of the corrective
distribution required under this Section 14.09, the Advisory Committee must
calculate the allocable income for the Plan Year in which the excess
aggregate contributions arose. "Allocable income" means net income or net
loss. The Advisory Committee will determine allocable income in the same
manner as described in Section 14.08(F) for excess contributions, except the
numerator of the allocation fraction will be the Highly Compensated
Employee's excess aggregate contributions and the denominator of the
allocation fraction will be the Employee's Accrued Benefit attributable to
aggregate contributions and, if applicable, to qualified nonelective
contributions and elective deferrals included in the ACP test for the Plan
Year or for any prior Plan Year.

(F) CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory
Committee will treat a Highly Compensated Employee's allocable share of
excess aggregate contributions in the following priority: (1) first as
attributable to his Employee contributions which are voluntary contributions,
if any; (2) then as matching contributions allocable with respect to excess
contributions determined under the ADP test described in Section 14.08; (3)
then on a pro rata basis to matching contributions and to the deferral
contributions relating to those matching contributions which the Advisory
Committee has included in the ACP test; (4) then on a pro rata basis to
Employee contributions which are mandatory contributions, if any, and to the
matching contributions allocated on the basis of those mandatory
contributions: and (5) last to qualified nonelective contributions used in
the ACP test. To the extent the Highly Compensated Employee's excess
aggregate contributions are attributable to matching contributions, and he is
not 100% vested in his Accrued Benefit attributable to matching
contributions, the Advisory Committee will distribute only the vested portion
and forfeit the nonvested portion. The vested portion of the Highly
Compensated Employee's excess aggregate contributions attributable to
Employer matching contributions is the total amount of such excess aggregate
contributions (as adjusted for allocable income) multiplied by his vested
percentage (determined as of the last day of the Plan Year for which the
Employer made the matching contribution). The Employer will specify in
Adoption Agreement Section 3.05 the manner in which the Plan will allocate
forfeited excess aggregate contributions.

14.10 MULTIPLE USE LIMITATION. For Plan Years beginning after
December 31, 1988, if at least one Highly Compensated Employee is includible
in the ADP test under Section 14.08 and in the ACP test under Section 14.09,
the sum of the Highly Compensated Group's ADP and ACP may not exceed the
multiple use limitation.

The multiple use limitation is the sum of(i) and (ii):

(i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated
Group under the Code Section 401(k) arrangement; or (b) the ACP of the
Nonhighly Compensated Group for the Plan Year beginning with or
within the Plan Year of the Code Section 401(k) arrangement.

(ii) 2% plus the lesser of(i)(a) or (i)(b), but no more than twice the
lesser of (i)(a) or (i)(b).

The Advisory Committee, in lieu of determining the multiple use
limitation as the sum of(i) and (ii), may elect to determine the multiple use
limitation as the sum of (iii) and (iv):

(iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated
Group under the Code Section 401(k) arrangement; or (b) the ACP of the
Nonhighly Compensated Group for the Plan Year beginning with or
within the Plan Year of the Code Section 401(k) arrangement.

(iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than twice
the greater of (iii)(a) or (iii)(b).

The Advisory Committee will determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 14.08 and
the ACP test under Section 14.09 and after making any corrective
distributions required by those Sections. If, after applying this Section
14.10, the Advisory Committee determines the Plan has failed to satisfy the
multiple use limitation, the Advisory Committee will correct the failure by
treating the excess amount as excess contributions under Section 14.08 or as
excess aggregate contributions under Section 14.09 as it determines in its
sole discretion. This Section 14.10 does not apply unless, prior to
application of the

<PAGE>

multiple use limitation, the ADP and the ACP of the Highly Compensated Group
each exceeds 125% of the respective percentages for the Nonhighly Compensated
Group.

14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section
6.03 the Adoption Agreement the distribution events permitted under the Plan.
The distribution events applicable to the Participant's Deferral
Contributions Account, Qualified Nonelective Contributions Account and
Qualified Matching Contributions Account must satisfy the distribution
restrictions described in paragraph (m) of Section 14.03.

(A) HARDSHIP DISTRIBUTIONS FROM DEFERRAL CONTRIBUTIONS ACCOUNT. The
Employer must elect in Adoption Agreement Section 6.03 whether a Participant
may receive hardship distributions from his Deferral Contributions Account
prior to the Participant's Separation from Service. Hardship distributions
from the Deferral Contributions Account must satisfy the requirements of this
Section 14.11. A hardship distribution option may not apply to the
Participant's Qualified Nonelective Contributions Account or Qualified
Matching Contributions Account, except as provided in paragraph (3).

(1) DEFINITION OF HARDSHIP. A hardship distribution under this Section
14.11 must be on account of one or more of the following immediate and heavy
financial needs: (1) medical care described in Code Section 213(d) incurred
by the Participant, by the Participant's spouse, or by any of the
Participant's dependents, or necessary to obtain such medical care; (2) the
purchase (excluding mortgage payments) of a principal residence for the
Participant; (3) the payment of post-secondary education tuition and related
educational fees, for the next 12-month period, for the Participant, for the
Participant's spouse, or for any of the Participant's dependents (as defined
in Code Section 152); (4) to prevent the eviction of the Participant from his
principal residence or the foreclosure on the mortgage of the Participant's
principal residence; or (5) any need prescribed by the Revenue Service in a
revenue ruling, notice or other document of general applicability which
satisfies the safe harbor definition of hardship.

(2) RESTRICTIONS. The following restrictions apply to a Participant
who receives a hardship distribution: (a) the Participant may not make
elective deferrals or employee contributions to the Plan for the 12-month
period following the date of his hardship distribution; (b) the distribution
is not in excess of the amount of the immediate and heavy financial need
(including any amounts necessary to pay any federal, state or local income
taxes or penalties reasonably anticipated to result from the distribution);
(c) the Participant must have obtained all distributions, other than hardship
distributions, and all nontaxable loans (determined at the time of the loan)
currently available under this Plan and all other qualified plans maintained
by the Employer; and (d) the Participant agrees to limit elective deferrals
under this Plan and under any other qualified Plan maintained by the
Employer, for the Participant's taxable year immediately following the
taxable year of the hardship distribution, to the 402(g) limitation (as
described in Section 14.07), reduced by the amount of the Participant's
elective deferrals made in the taxable year of the hardship distribution. The
suspension of elective deferrals and employee contributions described in
clause (a) also must apply to all other qualified plans and to all
nonqualified plans of deferred compensation maintained by the Employer, other
than any mandatory employee contribution portion of a defined benefit plan,
including stock option, stock purchase and other similar plans, but not
including health or welfare benefit plans (other than the cash or deferred
arrangement portion of a cafeteria plan).

(3) EARNINGS. For Plan Years beginning after December 31, 1988, a
hardship distribution under this Section 14.11 may not include earnings on an
Employee's elective deferrals credited after December 31, 1988. Qualified
matching contributions and qualified nonelective contributions, and any
earnings on such contributions credited as of December 31, 1988, are subject
to the hardship withdrawal only if the Employer specifies in an addendum to
this Section 14.11. The addendum may modify the December 31, 1988, date for
purposes of determining credited amounts provided the date is not later than
the end of the last Plan year ending before July 1, 1989.

(B) DISTRIBUTIONS AFTER SEPARATION FROM SERVICE. Following the
Participant's Separation from Service, the distribution events applicable to
the Participant apply equally to all of the Participant's Accounts, except as
elected in Section 6.03 of the Employer's Adoption Agreement.

(C) CORRECTION OF ANNUAL ADDITIONS LIMITATION. If, as a result of a
reasonable error in determining the amount of elective deferrals an Employee
may make without violating the limitations of Part 2 of Article III, an
Excess Amount results, the Advisory Committee will return the Excess Amount
(as adjusted for allocable income) attributable to the elective deferrals.
The Advisory Committee will make this distribution before taking any
corrective steps pursuant to Section 3.10 or to Section 3.16. The Advisory
Committee will disregard any elective deferrals returned under this Section
14.11(C) for purposes of Sections 14.07, 14.08 and 14.09.

14.12 SPECIAL ALLOCATION RULES. If the Code Section 401(k) arrangement
provides for salary reduction contributions, if the Plan accepts Employee
contributions, pursuant to adoption Agreement Section 4.01, or if the Plan
allocates matching contributions as of any date other than the last day of
the Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any
special allocation provisions will apply under Section 9.11 of the Plan. For
purposes of the elections:

(a) A "segregated Account" direction means the Advisory Committee will
establish a segregated Account for the applicable contributions made on
the Participant's behalf during the Plan Year. The Trustee must invest
the segregated Account in Federally insured interest bearing savings
account(s) or time deposits, or a combination of both, or in any other
fixed income investments, unless otherwise specified in the Employer's
Adoption Agreement. As of the last day of each Plan Year (or, if earlier,
an allocation date coinciding with a valuation date described in Section
9.11), the Advisory Committee will reallocate the segregated Account to
the Participant's appropriate Account, in accordance with Section 3.04 or
Section 4.06, whichever applies to the contributions.

(b) A "weighted average allocation" method will treat a weighted portion
of the applicable contributions as if includible in the Participant's
Account as of the beginning of the valuation period. The weighted portion
is a fraction, the numerator of which is the number of months in the
valuation period, excluding each month in the valuation period which
begins prior to the contribution date of the applicable contributions,
and the denominator of which is the number of months in the valuation
period. The Employer may elect in its Adoption Agreement to substitute a
weighting period other than months for purposes of this weighted average
allocation.

<PAGE>

APPENDIX

ARTICLE A

This Article is necessary to comply with the Unemployment Compensation
Amendments of 1992 and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

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

A-2. DEFINITIONS.

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

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

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

(d) "Direct rollover." A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.

ARTICLE B

This Article is necessary to comply with the Omnibus Budget
Reconciliation Act of 1993 (OBRA '93) and is an integral part of the basic
plan document. Section 12.08 applies to any modification or amendment of this
Article.

In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for plan
years beginning on or after January 1, 1994, the annual compensation of each
employee taken into account under the plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner for increases in the cost of living
in accordance with Section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the OBRA '93 annual compensation
limit will be multiplied by a fraction, the numerator of which is the number
of months in the determination period, and the denominator of which is 12.

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

If compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the current plan
year, the compensation for that prior determination period is subject to the
OBRA'93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the
first day of the first plan year beginning on or after January 1, 1994, the
OBRA '93 annual compensation limit is $150,000.

ARTICLE C
REV. RUL. 94-76 MODEL AMENDMENT

Money purchase pension plans may not allow in-service withdrawals. Profit
sharing, 401(k) and stock bonus plans may adopt provisions under which a
participant may receive plan assets while still employed. In Revenue Ruling
94-76, the Internal Revenue Service held that money purchase pension plan
assets transferred to a profit sharing, 401(k) or stock bonus plan allowing
in-service withdrawals may not be withdrawn. This Article is necessary to
comply with the IRS' Rev. Rul. 94-76. This Article is effective on the first
day of the first Plan Year beginning on or after December 12, 1994, or, if
later, March 12, 1995.

Notwithstanding any provisions of this Plan to the contrary, to the extent
that any optional form of benefit under this Plan permits a distribution
prior to the Employee's retirement, death, disability, or severance from
employment, and prior to plan termination, the optional form of benefits is
not available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within
the meaning of Code Section 414(1), to this Plan from a money purchase
pension plan qualified under Code Section 401(a) (other than any portion of
those assets and liabilities attributable to voluntary Employee
contributions).

ARTICLE D
USERRA MODEL AMENDMENT

The Uniformed Services Employment and Reemployment Rights Act of 1994
("USERRA") entitles qualified military service members who are reemployed by
their employers to the restoration of Plan benefits they would have accrued
but for the military service. This includes allowing the employee to make
"catch-up" contributions to a 401(k) plan and requires the employer to make
any matching, profit sharing or other contributions which would have been
made had the employee not taken military leave. In addition, Plan loan
repayments may be suspended during the period of military leave. This Article
permits the Plan to be administered in a manner which complies with USERRA.
This Article is effective as of December 12, 1994.

Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will
be provided in accordance with Code Section 414(u). Loan repayments will be
suspended under this Plan as permitted under Code Section 414(u)(4).

<PAGE>

EXHIBIT 4.2

ADOPTION AGREEMENT #007
STANDARDIZED CODE SECTION 401(k) PLAN
(PAIRED PROFIT SHARING PLAN)

The undersigned, BILLING CONCEPTS CORP. ("Employer"), by executing
this Adoption Agreement, elects to become a participating Employer in the
DEAN WITTER VERSATILE INVESTMENT PROGRAM Defined Contribution Prototype Plan
(basic plan document #01) by adopting the accompanying Plan and Trust in full
as if the Employer were a signatory to that Agreement. The Employer makes the
following elections granted under the provisions of the Prototype Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(CHOOSE (a) OR (b))

[ ] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

[X] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [NOTE:
THE EMPLOYER MAY NOT ELECT OPTION (b) IF A CUSTODIAN EXECUTES THE
ADOPTION AGREEMENT.]

1.03 PLAN. The name of the Plan as adopted by the Employer is BILLING
CONCEPTS CORP. 401(k) PLAN.

1.07 EMPLOYEE. The following Employees are not eligible to participate
in the Plan: (CHOOSE (a) OR AT LEAST ONE OF (b) OR (c))

[X] (a) No exclusions.

[ ] (b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [NOTE: IF THE EMPLOYER EXCLUDES UNION EMPLOYEES FROM THE PLAN,
THE EMPLOYER MUST BE ABLE TO PROVIDE EVIDENCE THAT RETIREMENT BENEFITS
WERE THE SUBJECT OF GOOD FAITH BARGAINING.]

[ ] (c) Nonresident aliens who do not receive any earned income (as defined
in Code Section 911(d)(2)) from the Employer which constitutes United
States source income (as defined in Code Section 861(a)(3)).

RELATED EMPLOYERS/LEASED EMPLOYEES. An Employee of any member of the Employer's
related group (as defined in Section 1.30 of the Plan), and any Leased Employee
treated as an Employee under Section 1.31 of the Plan, is eligible to
participate in the Plan, unless excluded by reason of Options (b) or (c). [NOTE:
A RELATED GROUP MEMBER MAY NOT CONTRIBUTE TO THIS PLAN UNLESS IT EXECUTES A
PARTICIPATION AGREEMENT, EVEN IF ITS EMPLOYEES ARE PARTICIPANTS IN THE PLAN.]

1.12 COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (CHOOSE (a) OR (b))

[X] (a) "Compensation" includes elective contributions made by the Employer
on the Employee's behalf.

[ ] (b) "Compensation" does not include elective contributions.

<PAGE>

MODIFICATIONS TO COMPENSATION DEFINITION. (CHOOSE (c) OR AT LEAST ONE OF (d)
AND (e))

[ ] (c) No modifications other than as elected under Options (a) or (b).

[ ] (d) The Plan excludes Compensation in excess of $_____.

[X] (e) In lieu of the definition in Section 1.12 of the Plan, Compensation
means any earnings reportable as W-2 wages for Federal income tax
withholding purposes, subject to any other election under this Adoption
Agreement Section 1.12.

SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (CHOOSE (f) OR ANY COMBINATION OF (g) AND (h), IF APPLICABLE)

[X] (f) No exceptions.

[ ] (g) The dollar limitation described in Option (d) does not apply.

[ ] (h) If the Employee makes elective contributions to another plan
maintained by the Employer, the Advisory Committee will determine the
amount of the Employee's salary reduction contribution for the
withholding period: (CHOOSE (1) OR (2))

[ ] (1)After the reduction for such period of elective contributions
to the other plan(s).

[ ] (2)Prior to the reduction for such period of elective
contributions to the other plan(s).

1.17 PLAN YEAR/LIMITATION YEAR.

PLAN YEAR. Plan Year means: (CHOOSE (a) OR (b))

[X] (a) The 12 consecutive month period ending every 12/31.

[ ] (b) (SPECIFY) _____________.

LIMITATION YEAR. The Limitation Year is: (CHOOSE (c) OR (d))

[X] (c) The Plan Year.

[ ] (d) The 12 consecutive month period ending every ___________.

1.18 EFFECTIVE DATE.

NEW PLAN. The "Effective Date" of the Plan is __________.

RESTATED PLAN. The restated Effective Date is JANUARY 1, 1999.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established AUGUST 1, 1996. [NOTE: SEE THE EFFECTIVE DATE ADDENDUM.]

1.27 HOUR OF SERVICE. The crediting method for Hours of Service is:
(CHOOSE (a) OR (b))

[X] (a) The actual method.

<PAGE>

[ ] (b) The ________ equivalency method, except:

[ ] (1)No exceptions.

[ ] (2)The actual method applies for purposes of: (CHOOSE AT LEAST
ONE)

[ ] (i) Participation under Article II.

[ ] (ii) Vesting under Article V.

[ ] (iii)Accrual of benefits under Section 3.06.

[NOTE: ON THE BLANK LINE, INSERT "DAILY," "WEEKLY," "SEMI-MONTHLY PAYROLL
PERIODS" OR "MONTHLY."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): COMPUTER RESOURCES
MANAGEMENT, EXPANSION SYSTEMS AND COMMSOFT. Service with the designated
predecessor employer(s) applies: (CHOOSE AT LEAST ONE OF (a) OR (b))

[X] (a) For purposes of participation under Article II.

[X] (b) For purposes of vesting under Article V.

[NOTE: IF THE PLAN DOES NOT CREDIT ANY PREDECESSOR SERVICE UNDER THIS PROVISION,
INSERT "N/A" IN THE FIRST BLANK LINE. THE EMPLOYER MAY ATTACH A SCHEDULE TO THIS
ADOPTION AGREEMENT, IN THE SAME FORMAT AS THIS SECTION 1.29, DESIGNATING
ADDITIONAL PREDECESSOR EMPLOYERS AND THE APPLICABLE SERVICE CREDITING
ELECTIONS.]

1.31 LEASED EMPLOYEES. If a Leased Employee participates in a safe
harbor money purchase plan (as described in Section 1.31) maintained by the
leasing organization, but the Employer is not eligible for the safe harbor plan
exception: (CHOOSE (a) OR (b))

[ ] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking
into account the Leased Employee's allocation under the safe harbor
plan.

[X] (b) The Advisory Committee will reduce the Leased Employee's allocation
of Employer nonelective contributions (other than designated qualified
nonelective contributions) under this Plan by the Leased Employee's
allocation under the safe harbor plan, but only to the extent that
allocation is attributable to the Leased Employee's service provided to
the Employer. [NOTE: THE EMPLOYER MAY NOT ELECT OPTION (b) IF A PAIRED
PLAN OR ANY OTHER PLAN OF THE EMPLOYER MAKES A SIMILAR REDUCTION FOR THE
SAME PLAN OF THE LEASING ORGANIZATION.]

<PAGE>

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (CHOOSE (a) OR (b) OR BOTH)

[X] (a) Attainment of age 21 (SPECIFY AGE, NOT EXCEEDING 21)

[X] (b) Service requirement. (CHOOSE (1), (2) OR (3))

[ ] (1) One Year of Service.

[X] (2) 6 months (not exceeding 12) following the Employee's
Employment Commencement Date.

[ ] (3) One Hour of Service.

PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (CHOOSE (c),
(d) OR (e))

[ ] (c) Semi-annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.

[ ] (d) The first day of the Plan Year.

[X] (e) (SPECIFY ENTRY DATES) THE 1ST DAY OF ANY QUARTER OF THE PLAN YEAR.

TIME OF PARTICIPATION. An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date): (CHOOSE (f), (g) OR (h))

[X] (f) immediately following

[ ] (g) immediately preceding

[ ] (h) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) of this Adoption Agreement Section 2.01. [NOTE: THE EMPLOYER MUST
COORDINATE THE SELECTION OF (f), (g) OR (h) WITH THE "PLAN ENTRY DATE" SELECTION
IN (c), (d) OR (e). UNLESS OTHERWISE EXCLUDED UNDER SECTION 1.07, THE EMPLOYEE
MUST BECOME A PARTICIPANT BY THE EARLIER OF: (1) THE FIRST DAY OF THE PLAN YEAR
BEGINNING AFTER THE DATE THE EMPLOYEE COMPLETES THE AGE AND SERVICE REQUIREMENTS
OF CODE SECTION 410(a); OR (2) 6 MONTHS AFTER THE DATE THE EMPLOYEE COMPLETES
THOSE REQUIREMENTS.]

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to:
(CHOOSE (i) OR (j))

[X] (i) All Employees of the Employer, except: (CHOOSE (1) OR (2))

[X] (1) No exceptions.

<PAGE>

[ ] (2) Employees who are Participants in the Plan as of the
Effective Date.

[ ] (j) Solely to an Employee employed by the Employer after ______. If the
Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (CHOOSE (1) OR (2))

[ ] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age ____ (not to exceed
21).

[ ] (2) Under the eligibility conditions in effect under the Plan
prior to the restated Effective Date. If the restated Plan
required more than one Year of Service to participate, the
eligibility condition under this Option (2) for participation in
the Code Section 401(k) arrangement under this Plan is one Year
of Service for Plan Years beginning after December 31, 1988.
[FOR RESTATED PLANS ONLY]

2.02 YEAR OF SERVICE - PARTICIPATION.

HOURS OF SERVICE. An Employee must complete: (CHOOSE (a) OR (b))

[ ] (a) 1,000 Hours of Service

[ ] (b) ___ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT EXCEED 1,000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (CHOOSE (c) OR (d))

[ ] (c) The 12 consecutive month period beginning with each anniversary of
an Employee's Employment Commencement Date.

[X] (d) The Plan Year, beginning with the Plan Year which includes the first
anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (CHOOSE (a) OR (b))

[X] (a) Does not apply to the Employer's Plan.

[ ] (b) Applies to the Employer's Plan.

<PAGE>

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

PART I. [OPTIONS (a) THROUGH (g)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01. (CHOOSE ANY COMBINATION OF (a), (b), (c) AND (d), OR CHOOSE (e))

[X] (a) DEFERRAL CONTRIBUTIONS (CODE SECTION 401(k) ARRANGEMENT). The
Employer must contribute the amount bY which the Participants have
reduced their Compensation for the Plan Year, pursuant to their salary
reduction agreements on file with the Advisory Committee. A reference
in the Plan to salary reduction contributions is a reference to these
amounts.

[X] (b) MATCHING CONTRIBUTIONS. The Employer will make matching
contributions in accordance with the formula(s) elected in Part II of
this Adoption Agreement Section 3.01.

[X] (c) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer, in its
sole discretion, may contribute an amount which it designates as a
qualified nonelective contribution.

[ ] (d) NONELECTIVE CONTRIBUTIONS.

[ ] (1)Discretionary contribution. The amount (or additional amount)
the Employer may from time to time deem advisable.

[ ] (2)____% of the Compensation of all Participants under the Plan,
determined for the Employer's taxable year for which it makes
the contribution. [NOTE: THE PERCENTAGE SELECTED MAY NOT EXCEED
15%.]

[ ] (3)____% of Net Profits but not more than $_____________.

[ ] (e) FROZEN PLAN. This Plan is a frozen Plan effective ______________.
The Employer will not contribute to the Plan with respect to any period
following the stated date.

NET PROFITS. The Employer: (CHOOSE (f) OR (g))

[X] (f) Need not have Net Profits to make its annual contribution under this
Plan.

[ ] (g) Must have current or accumulated Net Profits exceeding $________ to
make the following contributions: (CHOOSE AT LEAST ONE OF (1), (2) AND
(3))

[ ] (1)Matching contributions described in Option (b), except:
_________________.

[ ] (2)Qualified nonelective contributions described in Option (c).

[ ] (3)Nonelective contributions described in Option _____________.

<PAGE>

"Net Profits" means the Employer's net income or profits for any taxable year
determined by the Employer upon the basis of its books of account in accordance
with generally accepted accounting practices consistently applied without any
deductions for Federal and state taxes upon income or for contributions made by
the Employer under this Plan or under any other employee benefit plan the
Employer maintains. The term "Net Profits" specifically excludes _____________.
[NOTE: ENTER "N/A" IF NO EXCLUSIONS APPLY.]

If the Employer requires Net Profits for matching contributions and the Employer
does not have sufficient Net Profits under Option (g), it will reduce the
matching contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced contribution will bear the
same ratio as the matching contribution the Participant would have received if
Net Profits were sufficient bears to the total matching contribution all
Participants would have received if Net Profits were sufficient. If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately determined
Net Profits, the aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current and accumulated Net
Profits.

PART II. [OPTIONS (h) AND (i)] MATCHING CONTRIBUTION FORMULA. [NOTE: IF THE
EMPLOYER ELECTED OPTION (b), COMPLETE OPTIONS (h) AND (i).]

[X] (h) AMOUNT OF MATCHING CONTRIBUTIONS. Subject to Option (i), for each
Plan Year, the Employer's matching contribution is: (CHOOSE ANY
COMBINATION OF (1), (2), (3) AND (4))

[ ] (1) An amount equal to _______% of each Participant's salary
reduction contributions for the Plan Year.

[ ] (2) An amount equal to _______% of each Participant's first tier
of salary reduction contributions for the Plan Year, plus the
following matching percentage(s) for the following subsequent
tiers of salary reduction contributions for the Plan Year:
_________________.

[X] (3) Discretionary formula.

[X] (i) An amount (or additional amount) equal to a matching
percentage the Employer from time to time may deem
advisable of the Participant's salary reduction
contributions for the Plan Year.

[ ] (ii) An amount (or additional amount) equal to a
matching percentage the Employer from time to time may
deem advisable of each tier of the Participant's salary
reduction contributions for the Plan Year.

[NOTE: UNDER OPTIONS (2) OR (3)(ii), THE MATCHING PERCENTAGE FOR ANY
SUBSEQUENT TIER OF SALARY REDUCTION CONTRIBUTIONS MAY NOT EXCEED THE
MATCHING PERCENTAGE FOR ANY PRIOR TIER.]

[ ] (4) A Participant's matching contributions may not:

[ ] (i) Exceed ____________________________________________.

[ ] (ii)Be less than ______________________________________.

<PAGE>

[X] (i) AMOUNT OF SALARY REDUCTION CONTRIBUTIONS TAKEN INTO ACCOUNT. When
determining a Participant's salary reduction contributions taken into
account under the matching contributions formula(s), the following rules
apply: (CHOOSE ANY COMBINATION OF (1) THROUGH (3))

[X] (1) The Advisory Committee will take into account all salary
reduction contributions credited for the Plan Year.

[ ] (2) The Advisory Committee will disregard salary reduction
contributions exceeding ___________.

[ ] (3) The Advisory Committee will treat as the first tier of
salary reduction contributions, an amount not exceeding:
________. The subsequent tiers of salary reduction contributions
are: ________.

PART III. [OPTION (j).]. SPECIAL RULES FOR CODE SECTION 401(k) ARRANGEMENT.
(CHOOSE (j), IF APPLICABLE)

[X] (j) SALARY REDUCTION AGREEMENTS. The following rules and restrictions
apply to an Employee's salary reduction agreement: (MAKE A SELECTION
UNDER (1), (2), (3) AND (4))

(1) Limitation on amount. The Employee's salary reduction contributions:
(CHOOSE (i) OR AT LEAST ONE OF (ii) OR (iii))

[ ] (i) No maximum limitation other than as provided in the Plan.

[X] (ii) May not exceed 15% of Compensation for the Plan Year,
subject to the annual additions limitation described in Part 2
of Article III and the 402(g) limitation described in Section
14.07 of the Plan.

[X] (iii) Based on percentages of Compensation must equal at least
1%.

(2) An Employee may revoke, on a prospective basis, a salary reduction
agreement: (CHOOSE (i), (ii), (iii) OR (iv))

[ ] (i) Once during any Plan Year but not later than ________ of
the Plan Year.

[X] (ii) As of any Plan Entry Date.

[ ] (iii) As of the first day of any month.

[ ] (iv) (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN YEAR) _____.

(3) An Employee who revokes his salary reduction agreement may file a
new salary reduction agreement with an effective date: (CHOOSE (i),
(ii), (iii) OR (iv))

[ ] (i) No earlier than the first day of the next Plan Year.

[X] (ii) As of any subsequent Plan Entry Date.

[ ] (iii) As of the first day of any month subsequent to the month
in which he revoked an Agreement.

<PAGE>

[ ] (iv) (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN YEAR FOLLOWING
THE PLAN YEAR OF REVOCATION) __________________________________.

(4) A Participant may increase or may decrease, on a prospective basis,
his salary reduction percentage or dollar amount: (CHOOSE (i), (ii),
(iii) OR (iv))

[ ] (i)As of the beginning of each payroll period.

[ ] (ii) As of the first day of each month.

[X] (iii) As of any Plan Entry Date.

[ ] (iv) (SPECIFY, BUT MUST PERMIT AN INCREASE OR A DECREASE AT
LEAST ONCE PER PLAN YEAR) ______________________________.

3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions in accordance with Section 14.06 of
the Plan and the elections under this Adoption Agreement Section 3.04.

PART I. [OPTIONS (a) THROUGH (d)]. SPECIAL ACCOUNTING ELECTIONS. (CHOOSE
WHICHEVER ELECTIONS ARE APPLICABLE TO THE EMPLOYER'S PLAN)

[X] (a) MATCHING CONTRIBUTIONS ACCOUNT. The Advisory Committee will allocate
matching contributions to a Participant's: (CHOOSE (1) OR (2); (3) IS
AVAILABLE ONLY IN ADDITION TO (1))

[X] (1) Regular Matching Contributions Account.

[ ] (2) Qualified Matching Contributions Account.

[ ] (3) Except, matching contributions under Option(s) ____________
of Adoption Agreement Section 3.01 are allocable to the
Qualified Matching Contributions Account.

[X] (b) SPECIAL ALLOCATION DATES FOR SALARY REDUCTION CONTRIBUTIONS. The
Advisory Committee will allocate salary reduction contributions as of
the Accounting Date and as of the following additional allocation dates:
BI-WEEKLY.

[X] (c) SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The Advisory
Committee will allocate matching contributions as of the Accounting Date
and as of the following additional allocation dates: BI-WEEKLY.

[X] (d) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS - DEFINITION OF
PARTICIPANT. For purposes of allocating the designated qualified
nonelective contribution, "Participant" means: (CHOOSE (1) OR (2))

[ ] (1) All Participants.

[X] (2) Participants who are Nonhighly Compensated Employees.

<PAGE>

PART II. METHOD OF ALLOCATION - NONELECTIVE CONTRIBUTION. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit the annual nonelective contributions (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the method selected under this Part II. (CHOOSE AN ALLOCATION
METHOD UNDER (e), (f), (g) OR (h); (i) IS MANDATORY IF THE EMPLOYER ELECTS (f),
(g) OR (h))

[ ] (e) NONINTEGRATED ALLOCATION FORMULA. The Advisory Committee will
allocate the annual nonelective contributions in the same ratio that
each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

[ ] (f) TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First,
the Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed the
applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (i).

The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for
the Plan Year.

[ ] (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
Committee will allocate the annual nonelective contributions in the same
ratio that each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan Year. The
allocation under this paragraph, as a percentage of each Participant's
Compensation may not exceed the applicable percentage (5.7%, 5.4% or
4.3%) listed under the Maximum Disparity Table following Option (i).

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Excess
Compensation, may not exceed the allocation percentage in the first
paragraph.

Finally, the Advisory Committee will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for
the Plan Year.

[ ] (h) FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
Committee will allocate the annual nonelective contributions in the same
ratio that each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan Year, but not
exceeding 3% of each Participant's Compensation.

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not exceeding 3%
of each Participant's Excess Compensation.

<PAGE>

As a third tier allocation, the Advisory Committee will allocate the
annual contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the
total Compensation plus Excess Compensation of all Participants for the
Plan Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed the
applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
Disparity Table following Option (i).

[ ] (i) EXCESS COMPENSATION. For purposes of Option (f), (g) or (h), "Excess
Compensation" means Compensation in excess of the following Integration
Level: (CHOOSE (1) OR (2))

[ ] (1) ______% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in
effect on the first day of the Plan Year: (CHOOSE ANY
COMBINATION OF (i) AND (ii) OR CHOOSE (iii))

[ ] (i) Rounded to ______________ (but not exceeding the
taxable wage base).

[ ] (ii) But not greater than $__________________________.

[ ] (iii) Without any further adjustment or limitation.

[ ] (2) $____________ [NOTE: NOT EXCEEDING THE TAXABLE WAGE BASE FOR
THE PLAN YEAR IN WHICH THIS ADOPTION AGREEMENT FIRST IS
EFFECTIVE.]

MAXIMUM DISPARITY TABLE. For purposes of Options (f), (g) and (h), the
applicable percentage is:

Integration Level (as Applicable Percentages for Applicable Percentages
percentage of taxable wage base) Option (f) or Option (g) for Option (h)
- -------------------------------- -------------------------- ----------------------
<S> <C> <C>

100% 5.7% 2.7%

More than 80% but less than 100% 5.4% 2.4%

More than 20% (but not less than $10,001)
and not more than 80% 4.3% 1.3%

20% (or $10,000, if greater) or less 5.7% 2.7%
</TABLE>

TOP HEAVY MINIMUM ALLOCATION - APPLICATION OF REQUIREMENT. The Plan applies the
top heavy minimum allocation requirements of Section 3.04(B)(1): (CHOOSE (j) OR
(k))

[ ] (j) In all Plan Years. A Participant is entitled to the top heavy
minimum allocation if he is employed by the Employer on the last day of
the Plan Year, unless: (CHOOSE (1) OR (2))

[ ] (1) No exceptions.

<PAGE>

[ ] (2) The Participant is a Key Employee for the Plan Year. [NOTE:
IF THE EMPLOYER SELECTS THIS OPTION (2), IT WILL HAVE TO
DETERMINE FOR EACH PLAN YEAR WHO ARE THE KEY EMPLOYEES UNDER THE
PLAN.]

[X] (k) Only in Plan Years for which the Plan is top heavy. A Participant is
entitled to the top heavy minimum allocation if he is employed by the
Employer on the last day of the Plan Year, unless he is a Key Employee.
[NOTE: OPTION (k) WILL REQUIRE THE ADVISORY COMMITTEE TO DETERMINE
WHETHER THE PLAN IS TOP HEAVY FOR A PLAN YEAR.]

TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (CHOOSE (l) OR (m))

[X] (l) The Employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the
Plan.

[ ] (m) The Employer will satisfy the top heavy minimum allocation under the
Paired Pension Plan the Employer also maintains under this Prototype
Plan. However, the Employer will make any necessary additional
contribution to satisfy the top heavy minimum allocation for an Employee
covered only under this Plan and not under the Paired Pension Plan. See
Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan which is not a Paired Pension Plan
offered under this Prototype Plan, the Employer may provide in an addendum to
this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code Section 416.

RELATED EMPLOYERS. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the Advisory Committee must allocate all
Employer contributions and forfeitures to each Participant in the Plan, in
accordance with the elections in this Adoption Agreement Section 3.04,
without regard to which contributing related group member employs the
Participant. A Participant's Compensation includes Compensation from all
related employers, irrespective of which related employers are contributing
to the Plan. The signatory Employer and any Participating Employer(s) will
satisfy any fixed matching contribution formula under Adoption Agreement
Section 3.01 as agreed upon by those Employers.

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation
required under Sections 5.04 or 9.14, the Advisory Committee will allocate a
Participant forfeiture in accordance with Section 3.04: (CHOOSE (a) OR (b); (c)
AND (d) ARE OPTIONAL IN ADDITION TO (a) OR (b))

[ ] (a) As an Employer nonelective contribution for the Plan Year in which
the forfeiture occurs, as if the Participant forfeiture were an
additional nonelective contribution for that Plan Year.

[ ] (b) To reduce the Employer matching contributions and nonelective
contributions for the Plan Year: (CHOOSE (1) OR (2))

[ ] (1) in which the forfeiture occurs.

[ ] (2) immediately following the Plan Year in which the forfeiture
occurs.

[X] (c) To the extent attributable to matching contributions: (CHOOSE (1),
(2) OR (3))

[ ] (1) In the manner elected under Options (a) or (b).

<PAGE>

[X] (2) First to reduce Employer matching contributions for the Plan
Year: (CHOOSE (i) OR (ii))

[X] (i) in which the forfeiture occurs.

[ ] (ii)immediately following the Plan Year in which the
forfeiture occurs, then as elected in Options (a) or
(b).

[ ] (3) As a discretionary matching contribution for the Plan Year
in which the forfeiture occurs, in lieu of the manner elected
under Options (a) or (b).

[ ] (d) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year, and then will allocate any remaining
forfeitures in the manner described in Options (a), (b) or (c),
whichever applies. If the Employer elects Option (c), the forfeitures
used to reduce Plan expenses:
(CHOOSE (1) OR (2))

[ ] (1) relate proportionately to forfeitures described in Option
(c) and to forfeitures described in Options (a) or (b).

[ ] (2) relate first to forfeitures described in Option _____.

ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Advisory
Committee will allocate any forfeited excess aggregate contributions (as
described in Section 14.09): (CHOOSE (e), (f) OR (g))

[X] (e) To reduce Employer matching contributions for the Plan Year: (CHOOSE
(1) OR (2))

[ ] (1) in which the forfeiture occurs.

[X] (2) immediately following the Plan Year in which the forfeiture
occurs.

[ ] (f) As Employer discretionary matching contributions for the Plan Year
in which forfeited, except the Advisory Committee will not allocate
these forfeitures to the Highly Compensated Employees who incurred the
forfeitures.

[ ] (g) In accordance with Options (a) through (d), whichever applies,
except the Advisory Committee will not allocate these forfeitures under
Option (a) or under Option (c)(3) to the Highly Compensated Employees
who incurred the forfeitures.

3.06 ACCRUAL OF BENEFIT.

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee
first becomes a Participant, the Advisory Committee will determine the
allocation of any designated qualified nonelective contribution or
nonelective contribution by taking into account: (CHOOSE (a) OR (b))

[ ] (a) The Employee's Compensation for the entire Plan Year.

[X] (b) The Employee's Compensation for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan, except:
(CHOOSE (1) OR (2))

[X] (1) No exceptions.

<PAGE>

[ ] (2) For purposes of the first 3% of Compensation allocated under
Option (e), (g) or (h) of Adoption Agreement Section 3.04,
whichever applies, the Advisory Committee will take into account
the Employee's Compensation for the entire Plan Year.

ACCRUAL REQUIREMENTS. To receive an allocation of designated qualified
nonelective contributions, nonelective contributions and Participant
forfeitures treated as nonelective contributions for the Plan Year, a
Participant must satisfy the accrual requirements of this paragraph. If the
Participant is employed by the Employer on the last day of the Plan Year, the
Participant must complete at least one Hour of Service for that Plan Year. If
the Participant terminates employment with the Employer during the Plan Year,
the Participant must complete at least ______ Hours of Service (not exceeding
501) during the Plan Year, except: (CHOOSE (c) OR (d))

[ ] (c) No exceptions.

[ ] (d) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (CHOOSE AT LEAST ONE OF
(1), (2) AND (3))

[ ] (1) Death.

[ ] (2) Disability.

[ ] (3) Attainment of Normal Retirement Age in the current Plan Year
or in a prior Plan Year.

SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. To receive an
allocation of matching contributions (and forfeitures applied to reduce
matching contributions) a Participant must satisfy the following
condition(s): (CHOOSE (e) OR ANY COMBINATION OF (f), (g) AND (h))

[X] (e) No conditions other than making salary reduction contributions.

[ ] (f) The accrual requirements prescribed for an allocation of nonelective
contributions.

[ ] (g) The Participant does not revoke his salary reduction agreement
effective during the Plan Year.

[ ] (h) The Participant is not a Highly Compensated Employee for the Plan
Year. This Option (h) applies to: (CHOOSE (1) OR (2))

[ ] (1) All matching contributions.

[ ] (2) Matching contributions described in Option(s) _______ of
Adoption Agreement Section 3.01.

3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (CHOOSE (a), (b) OR
(c))

[ ] (a) The product of:

(i) the total Excess Amount allocated as of such date (including
any amount which the Advisory Committee would have allocated but
for the limitations of Code Section 415), times

(ii) the ratio of (1) the amount allocated to the Participant as
of such date under this Plan divided by (2) the total amount
allocated as of such date under all qualified defined
contribution plans (determined without regard to the limitations
of Code Section 415).

<PAGE>

[X] (b) The total Excess Amount.

[ ] (c) None of the Excess Amount.

[NOTE: IF THE EMPLOYER ADOPTS PAIRED PLANS AVAILABLE UNDER THIS PROTOTYPE PLAN,
THE EMPLOYER MUST COORDINATE ITS ELECTIONS UNDER SECTION 3.15 OF EACH ADOPTION
AGREEMENT.]

3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:
(CHOOSE (a) OR (b))

[X] (a) Does not apply to the Employer's Plan because the Employer does
not maintain and never has maintained a defined benefit plan covering
any Participant in this Plan.

[ ] (b) Applies to the Employer's Plan. To the extent necessary to satisfy
the limitation under Section 3.18, the Employer will reduce: (CHOOSE
(1) OR (2))

[ ] (1) The Participant's projected annual benefit under the
defined benefit plan under which the Participant
participates.

[ ] (2) Its contribution or allocation on behalf of the
Participant to the defined contribution plan under which the
Participant participates and then, if necessary, the
Participant's projected annual benefit under the defined
benefit plan under which the Participant participates.

[NOTE: IF THE EMPLOYER SELECTS (a), THE REMAINING OPTIONS IN THIS SECTION 3.18
DO NOT APPLY TO THE EMPLOYER'S PLAN.]

OVERRIDE OF 100% LIMITATION. The Employer elects: (CHOOSE (c) OR (d))

[ ] (c) To apply the 100% limitation described in Section 3.19(l) of the
Plan in all Limitation Years. [NOTE: THIS ELECTION WILL AVOID HAVING
TO CALCULATE THE PLAN'S TOP HEAVY RATIO FOR ANY YEAR, UNLESS THE
EMPLOYER HAS ELECTED ADOPTION AGREEMENT SECTION 3.04(k).]

[ ] (d) Not to apply the 100% limitation for Limitation Years in which the
Plan's top heavy ratio (as determined under Section 1.33 of the Plan)
does not exceed 90%, but only if the defined benefit plan satisfies
the extra minimum benefit requirements of Code Section 416(h)(2) (and
the applicable Treasury regulations) after taking into account the
Employer's election under Options (e), (f), (g) or (h) of this Section
3.18. To determine the top heavy ratio, the Advisory Committee will
use the following interest rate and mortality assumptions to value
accrued benefits under a defined benefit plan: __________. [NOTE: THIS
ELECTION WILL REQUIRE THE ADVISORY COMMITTEE TO CALCULATE THE PLAN'S
TOP HEAVY RATIO.]

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (CHOOSE (e), (f), (g) OR (h))

[ ] (e) No modifications.

[ ] (f) By substituting 4% for 3% in Paragraph (b) of Section 3.04(B)(1)
or of Section 3.04(B)(2) of the Plan, whichever applies, but only for
any Plan Year in which Option (d) applies to override the 100%
limitation.

<PAGE>

[ ] (g) By increasing the top heavy minimum allocation to 5% for any Plan
Year in which the 100% limitation applies, and to 7 1/2% for any Plan
Year in which Option (d) applies to override the 100% limitation. THe
increased percentage under this Option (g) applies irrespective of
whether the highest contribution rate for the Plan Year is less than
that increased percentage.

[ ] (h) By eliminating the top heavy minimum allocation. [NOTE: THE
EMPLOYER MAY NOT SELECT THIS OPTION (h) IF THE DEFINED BENEFIT PLAN
DOES NOT GUARANTEE THE TOP HEAVY MINIMUM BENEFIT UNDER CODE SECTION
416 FOR EVERY PARTICIPANT IN THIS PLAN WHO IS A NON-KEY EMPLOYEE.]

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to
this Adoption Agreement.

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (CHOOSE (a) OR
(b))

[X] (a) Does not permit Participant nondeductible contributions.

[ ] (b) Permits Participant nondeductible contributions, pursuant to
Section 14.04 of the Plan.

ALLOCATION DATES. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (CHOOSE (c) OR (d))

[ ] (c) No other allocation dates.

[ ] (d) (SPECIFY) ______________________________________________.

As of an allocation date, the Advisory Committee will credit all
nondeductible contributions made for the relevant allocation period. Unless
otherwise specified in (d), a nondeductible contribution relates to an
allocation period only if actually made to the Trust no later than 30 days
after that allocation period ends.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is:
(CHOOSE (a) OR (b))

[X] (a) 65 [STATE AGE, BUT MAY NOT EXCEED AGE 65].

[ ] (b) The later of the date the Participant attains _______ years of age
or the _______ anniversary of the first day of the Plan Year in which
the Participant commenced participation in the Plan. [THE AGE SELECTED
MAY NOT EXCEED AGE 65 AND THE ANNIVERSARY SELECTED MAY NOT EXCEED THE
5TH.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
Section 5.02 of the Plan: (CHOOSE (a) OR CHOOSE ONE OR BOTH OF (b) AND (c))

[ ] (a) Does not apply.

<PAGE>

[X] (b) Applies to death.

[X] (c) Applies to disability.

5.03 VESTING SCHEDULE.

DEFERRAL CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS
ACCOUNT/QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT. A Participant has a 100%
Nonforfeitable interest at all times in his Deferral Contribution Account,
his Qualified Matching Contributions Account and in his Qualified Nonelective
Contributions Account.

REGULAR MATCHING CONTRIBUTIONS ACCOUNT/EMPLOYER CONTRIBUTIONS ACCOUNT. With
respect to a Participant's Regular Matching Contributions Account and
Employer Contributions Account, the Employer elects the following vesting
schedule: (CHOOSE (a) OR (b); (c) AND (d) ARE AVAILABLE ONLY AS ADDITIONAL
OPTIONS)

[ ] (a) Immediate vesting. 100% Nonforfeitable at all times.

[X] (b) Graduated Vesting Schedules.

TOP HEAVY SCHEDULE NON TOP HEAVY SCHEDULE
(MANDATORY) (OPTIONAL)

Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage
-------- -------------- -------- --------------
<S> <C> <C> <C>
Less than 1 ..................................0% Less than 1 ....................................0%
- -
1 ..................................0% 1 ...................................0%
- -
2 .................................25% 2 ..................................25%
-- --
3 .................................50% 3 ..................................50%
-- --
4 .................................75% 4 ..................................75%
-- --
5 ................................100% 5 .................................100%
--- ---
6 or more ........................100% 6 .................................100%
---
7 or more..........................100%
</TABLE>

[ ] (c) Special vesting election for Regular Matching Contributions
Account. In lieu of the election under Options (a) or (b), the
Employer elects the following vesting schedule for a Participant's
Regular Matching Contributions Account: (CHOOSE (1) OR (2))

[ ] (1) 100% Nonforfeitable at all times.

[ ] (2) In accordance with the vesting schedule described in the
addendum to this Adoption Agreement, numbered 5.03(c).
[NOTE: IF THE EMPLOYER ELECTS THIS OPTION (c)(2), THE
ADDENDUM MUST DESIGNATE THE APPLICABLE VESTING SCHEDULE(S)
USING THE SAME FORMAT AS USED IN OPTION (b).]

[NOTE: UNDER OPTIONS (b) AND (c)(2), THE EMPLOYER MUST COMPLETE A TOP HEAVY
SCHEDULE WHICH SATISFIES CODE SECTION 416. THE EMPLOYER, AT ITS OPTION, MAY
COMPLETE A NON TOP HEAVY SCHEDULE ONLY IF THE EMPLOYER ELECTED ADOPTION
AGREEMENT SECTION 3.04(k). THE NON TOP HEAVY SCHEDULE MUST SATISFY CODE SECTION
411(a)(2). ALSO SEE SECTION 7.05 OF THE PLAN.]

<PAGE>

[X] (d) The Top Heavy Schedule under Option (b) (and, if applicable, under
Option (c)(2)) applies: (CHOOSE (1) OR (2))

[X] (1) Only in a Plan Year for which the Plan is top heavy.

[ ] (2) In the Plan Year for which the Plan first is top heavy
and then in all subsequent Plan Years. [NOTE: THE EMPLOYER
MAY NOT ELECT OPTION (d) UNLESS IT HAS COMPLETED A NON TOP
HEAVY SCHEDULE.]

MINIMUM VESTING. (CHOOSE (e) OR (f))

[X] (e) The Plan does not apply a minimum vesting rule.

[ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less
than the lesser of $________ or his entire Accrued Benefit, even if
the application of a graduated vesting schedule under Options (b) or
(c) would result in a smaller Nonforfeitable Accrued Benefit.

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in
Section 5.04(C) of the Plan: (CHOOSE (a) OR (b))

[ ] (a) Does not apply.

[X] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants. A Participant is not a 0% vested Participant if he has a
Deferral Contributions Account.

5.06 YEAR OF SERVICE - VESTING.

VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (CHOOSE (a) OR (b))

[X] (a) Plan Years.

[ ] (b) Employment Years. An Employment Year is the 12 consecutive month
period measured from the Employee's Employment Commencement Date and
each successive 12 consecutive month period measured from each
anniversary of that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (CHOOSE (c) OR (d))

[X] (c) 1,000 Hours of Service.

[ ] (d) Hours of Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT
EXCEED 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (CHOOSE (a) OR AT LEAST ONE OF (b), (c)
AND (d))

[X] (a) None other than as specified in Section 5.08(a) of the Plan.

[ ] (b) Any Year of Service before the Participant attained the age of
_____. [NOTE: THE AGE SELECTED MAY NOT EXCEED AGE 18.]

<PAGE>

[ ] (c) Any Year of Service during the period the Employer did not
maintain this Plan or a predecessor plan.

[ ] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or
the aggregate number of the Years of Service prior to the Break. This
exception applies only if the Participant is 0% vested in his Accrued
Benefit derived from Employer contributions at the time he has a Break
in Service. Furthermore, the aggregate number of Years of Service
before a Break in Service do not include any Years of Service not
required to be taken into account under this exception by reason of
any prior Break in Service.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

CODE SECTION 411(d)(6) PROTECTED BENEFITS. The elections under this Article
VI may not eliminate Code Section 411(d)(6) protected benefits. To the extent
the elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply on
the later of the adoption date or the effective date of this Adoption
Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION DATE. A distribution date under the Plan means AS SOON AS
ADMINISTRATIVELY FEASIBLE. [NOTE: THE EMPLOYER MUST SPECIFY THE APPROPRIATE
DATE(S). THE SPECIFIED DISTRIBUTION DATES PRIMARILY ESTABLISH ANNUITY STARTING
DATES AND THE NOTICE AND CONSENT PERIODS PRESCRIBED BY THE PLAN. THE PLAN ALLOWS
THE TRUSTEE AN ADMINISTRATIVELY PRACTICABLE PERIOD OF TIME TO MAKE THE ACTUAL
DISTRIBUTION RELATING TO A PARTICULAR DISTRIBUTION DATE.]

NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (CHOOSE (a), (b), (c) OR
(d))

[ ] (a) ______ of the ______ Plan Year beginning after the Participant's
Separation from Service.

[X] (b) AS SOON AS POSSIBLE following the Participant's Separation from
Service.

[ ] (c) ______ of the Plan Year after the Participant incurs ______
Break(s) in Service (as defined in Article V).

[ ] (d) _______ following the Participant's attainment of Normal
Retirement Age, but not earlier than ______ days following his
Separation from Service.

NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.

DISABILITY. The distribution date, subject to the limitations of Section
6.01(A)(3), is: (CHOOSE (e) OR (f))

[ ] (e) _____________________ after the Participant terminates employment
because of disability.

[X] (f) The same as if the Participant had terminated employment without
disability.

HARDSHIP. (CHOOSE (g) OR (h))

[X] (g) The Plan does not permit a hardship distribution to a Participant
who has separated from Service.

<PAGE>

[ ] (h) The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship distribution
policy stated in: (CHOOSE (1) OR (2))

[ ] (1) Section 6.01(A)(4) of the Plan.

[ ] (2) Section 14.11 of the Plan.

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (CHOOSE (i) OR (j))

[ ] (i) Treats the default as a distributable event. The Trustee, at the
time of the default, will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable
Accrued Benefit. To the extent the loan is attributable to the
Participant's Deferral Contributions Account, Qualified Matching
Contributions Account or Qualified Nonelective Contributions Account,
the Trustee will not reduce the Participant's Nonforfeitable Accrued
Benefit unless the Participant has separated from Service or unless
the Participant has attained age 59 1/2.

[X] (j) Does not treat the default as a distributable event. When an
otherwise distributable event first occurs pursuant to Section 6.01 or
Section 6.03 of the Plan, the Trustee will reduce the Participant's
Nonforfeitable Accrued Benefit by the lesser of the amount in default
(plus accrued interest) or the Plan's security interest in that
Nonforfeitable Accrued Benefit.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (CHOOSE (a) OR
(b))

[X] (a) No modifications.

[ ] (b) The Plan permits the following annuity options: _______________.

Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See
Section 6.04(E). [NOTE: THE EMPLOYER MAY SPECIFY ADDITIONAL ANNUITY
OPTIONS IN AN ADDENDUM TO THIS ADOPTION AGREEMENT, NUMBERED 6.02(b).]

6.03 BENEFIT PAYMENT ELECTIONS.

PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (CHOOSE (a) OR
(b))

[ ] (a) As of any distribution date, but not earlier than _______ of the
______ Plan Year beginning after the Participant's Separation from
Service.

[ ] (b) As of the following date(s): (CHOOSE AT LEAST ONE OF OPTIONS (1)
THROUGH (5))

[ ] (1) As of any distribution date after the close of the Plan
Year in which the Participant attains Normal Retirement Age.

[X] (2) Any distribution date following his Separation from
Service.

[ ] (3) Any distribution date in the ____ Plan Year(s) beginning
after his Separation from Service.

20
<PAGE>

[ ] (4) Any distribution date in the Plan Year after the
Participant incurs Break(s) in Service (as defined in
Article V).

[ ] (5) Any distribution date following attainment of age ___
and completion of at least ____ Years of Service (as defined
in Article V).

The distribution events described in the election(s) made under
Options (a) or (b) apply equally to all Accounts maintained for the
Participant.

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (CHOOSE (c) OR AT LEAST ONE OF (d)
THROUGH (f))

[ ] (c) No distribution options prior to Separation from Service.

[X] (d) Attainment of Specified Age. Until he retires, the Participant has
a continuing election to receive all or any portion of his
Nonforfeitable interest in these Accounts after he attains: (CHOOSE
(1) OR (2))

[ ] (1) Normal Retirement Age.

[X] (2) 59-1/2 years of age and is at least 100% vested in these
Accounts. [NOTE: IF THE PERCENTAGE IS LESS THAN 100%, SEE
THE SPECIAL VESTING FORMULA IN SECTION 5.03.]

[ ] (e) After a Participant has participated in the Plan for a period of
not less than ___ years and he is 100% vested in these Accounts, until
he retires, the Participant has a continuing election to receive all
or any portion of the Accounts. [NOTE: THE NUMBER IN THE BLANK SPACE
MAY NOT BE LESS THAN 5.]

[ ] (f) Hardship. A Participant may elect a hardship distribution prior to
his Separation from Service in accordance with the hardship
distribution policy: (CHOOSE (1) OR (2); (3) IS AVAILABLE ONLY IN
ADDITION TO (1) OR (2))

[ ] (1) Under Section 6.01(A)(4) of the Plan.

[X] (2) Under Section 14.11 of the Plan.

[X] (3) In no event may a Participant receive a hardship
distribution before he is at least 100% vested in these
Accounts. [NOTE: IF THE PERCENTAGE IN THE BLANK IS LESS THAN
100%, SEE THE SPECIAL VESTING FORMULA IN SECTION 5.03.]

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - DEFERRAL CONTRIBUTIONS
ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE
CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (CHOOSE (g) OR AT LEAST ONE OF (h)
OR (i))

[ ] (g) No distribution options prior to Separation from Service.

<PAGE>

[X] (h) Until he retires, the Participant has a continuing election to
receive all or any portion of these Accounts after he attains: (CHOOSE
(1) OR (2))

[ ] (1) The later of Normal Retirement Age or age 59 1/2.

[X] (2) Age 59-1/2 (at least 59 1/2).

[X] (i) Hardship. A Participant, prior to his Separation from Service, may
elect a hardship distribution in accordance with the hardship
distribution policy under Section 14.11 of the Plan.

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all
of the assets (within the meaning of Code Section 409(d)(2)) used in a trade
or business or sells a subsidiary (within the meaning of Code Section
409(d)(3)), a Participant who continues employment with the acquiring
corporation is eligible for distribution from his Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account: (CHOOSE (j) OR (k))

[ ] (j) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.

[X] (k) As if he has a Separation from Service. After March 31, 1988, a
distribution authorized solely by reason of this Option (k) must
constitute a lump sum distribution, determined in a manner consistent
with Code Section 401(k)(10) and the applicable Treasury regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (CHOOSE (a) OR (b))

[X] (a) Apply only to a Participant described in Section 6.04(E) of the
Plan (relating to the profit sharing exception to the joint and
survivor requirements).

[ ] (b) Apply to all Participants.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other
than a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (CHOOSE (a) OR (b))

[X] (a) 0% per annum. [NOTE: THE PERCENTAGE MAY EQUAL 0%.]

[ ] (b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss: (CHOOSE
ONLY THOSE ITEMS, IF ANY, WHICH ARE APPLICABLE TO THE EMPLOYER'S PLAN)

[X] (a) For salary reduction contributions, the Advisory Committee will:
(CHOOSE (1), (2), (3) OR (4))

[X] (1) Apply Section 9.11 without modification.

<PAGE>

[ ] (2) Use the segregated account approach described in Section
14.12.

[ ] (3) Use the weighted average method described in Section
14.12, based on a weighting period.

[ ] (4) Treat as part of the relevant Account at the beginning
of the valuation period % of the salary reduction
contributions: (CHOOSE (i) OR (ii))

[ ] (i) made during that valuation period.

[ ] (ii)made by the following specified time: _______.

[X] (b) For matching contributions, the Advisory Committee will: (CHOOSE
(1), (2) OR (3))

[X] (1) Apply Section 9.11 without modification.

[ ] (2) Use the weighted average method described in Section
14.12, based on a _________ weighting period.

[ ] (3) Treat as part of the relevant Account at the beginning
of the valuation period _____% of the matching contributions
allocated during the valuation period.

[ ] (c) For Participant nondeductible contributions, the Advisory
Committee will: (CHOOSE (1), (2), (3) OR (4))

[ ] (1) Apply Section 9.11 without modification.

[ ] (2) Use the segregated account approach described in Section
14.12.

[ ] (3) Use the weighted average method described in Section
14.12, based on a _____ weighting period.

[ ] (4) Treat as part of the relevant Account at the beginning
of the valuation period _____% of the Participant
nondeductible contributions: (CHOOSE (i) OR (ii))

[ ] (i) made during that valuation period.

[ ] (ii)made by the following specified time: _______.

ARTICLE X

TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the
Trustee must value the Trust Fund on the following valuation date(s): (CHOOSE
(a) OR (b))

[ ] (a) No other mandatory valuation dates.

<PAGE>

[X] (b) (SPECIFY) EVERY DAY THAT THE NEW YORK STOCK EXCHANGE CONDUCTS
BUSINESS; TRUST REPORTS ARE PUBLISHED QUARTERLY.

<PAGE>

EFFECTIVE DATE ADDENDUM
(RESTATED PLANS ONLY)

The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (CHOOSE WHICHEVER ELECTIONS APPLY)

[ ] (a) COMPENSATION DEFINITION. The Compensation definition of Section
1.12 (other than the $200,000 limitation) is effective for Plan Years
beginning after ______. [NOTE: MAY NOT BE EFFECTIVE LATER THAN THE
FIRST DAY OF THE FIRST PLAN YEAR BEGINNING AFTER THE EMPLOYER EXECUTES
THIS ADOPTION AGREEMENT TO RESTATE THE PLAN FOR THE TAX REFORM ACT OF
1986, IF APPLICABLE.]

[ ] (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning
after ________.

[ ] (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service
rule elected under Adoption Agreement Section 2.03 is effective for
Plan Years beginning after _________.

[ ] (d) CONTRIBUTION/ALLOCATION FORMULA. The contribution formula elected
under Adoption Agreement Section 3.01 and the method of allocation
elected under Adoption Agreement Section 3.04 is effective for Plan
Years beginning after __________.

[ ] (e) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after _________. [NOTE: IF THE
EFFECTIVE DATE IS LATER THAN PLAN YEARS BEGINNING AFTER DECEMBER 31,
1989, THE ACCRUAL REQUIREMENTS IN THE PLAN PRIOR TO ITS RESTATEMENT
MAY NOT BE MORE RESTRICTIVE FOR POST-1989 PLAN YEARS THAN THE
REQUIREMENTS PERMITTED UNDER ADOPTION AGREEMENT SECTION 3.06.]

[ ] (f) ELIMINATION OF NET PROFITS. The requirement for the Employer not
to have net profits to contribute to this Plan is effective for Plan
Years beginning after ________. [NOTE: THE DATE SPECIFIED MAY NOT BE
EARLIER THAN DECEMBER 31, 1985.]

[ ] (g) VESTING SCHEDULE. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning after
________.

[ ] (h) ALLOCATION OF EARNINGS. The special allocation provisions elected
under Adoption Agreement Section 9.11 are effective for Plan Years
beginning after __________.

For Plan Years prior to the special Effective Date, the terms of the
Plan prior to its restatement under this Adoption Agreement will
control for purposes of the designated provisions. A special Effective
Date may not result in the delay of a Plan provision beyond the
permissible Effective Date under any applicable law requirements.

<PAGE>

EXECUTION PAGE

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) signified its acceptance, on this 14th day of
December, 1998.

Name and EIN of Employer: Billing Information Concepts Corp. EIN: 74-2788477
---------------------------------------------------

Signed: /s/ Lee Cooke, Kelly E. Simmons and Brenda M. Wolfe
-----------------------------------------------------------

Name(s) of Trustee: MORGAN STANLEY DEAN WITTER TRUST FSB
----------------------------------------------

Signed: /s/ [Signature Illegible]
-----------------------------------------------------------

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

Name of Custodian:
------------------------------------------------

Signed:
-----------------------------------------------------------

[NOTE: A TRUSTEE IS MANDATORY, BUT A CUSTODIAN IS OPTIONAL. SEE SECTION 10.03 OF
THE PLAN.]

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Regional Prototype Plan Sponsor's recordkeeping purposes and does not
necessarily correspond to the plan number the Employer designated in the prior
paragraph. The Regional Prototype Plan Sponsor offers the following Paired
Pension Plan(s) with this Paired Profit Sharing Plan, identified by 3-digit
adoption agreement number: _____________.

RELIANCE ON NOTIFICATION LETTER. If the Employer does not maintain (and has
never maintained) any other plan other than this Plan and a Paired Pension
Plan, it may rely on the Regional Prototype Plan Sponsor's notification
letter covering this Plan for purposes of plan qualification. For this
purpose, the Employer has not maintained another plan if this Plan, or the
Paired Pension Plan, amended and restated that prior plan and the prior plan
was the same type of plan as the restated plan. If the Employer maintains or
has maintained another plan other than a Paired Pension Plan, including a
welfare benefit fund, as defined in Code Section 419(e), which provideS
post-retirement medical benefits for key employees (as defined in Code
Section 419A(d)(3)), or an individual medicaL account (as defined in Code
Section 415(l)(2)), the Employer may not rely on this Plan's qualified status
unless iT obtains a determination letter from the applicable IRS Key District
office.

<PAGE>

PARTICIPATION AGREEMENT
FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30)

The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Prototype
Plan as made by ________________________________________________________, the
Signatory Employer to the Execution Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's
participation in the designated Plan is: January 1, 1999.

2. The undersigned Employer's adoption of this Plan
constitutes:

[ ] (a) The adoption of a new plan by the Participating Employer.

[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Billing Concepts Corp. 401K,
and having an original effective date of August 1, 1996.

Dated this 14th day of December, 1998.

Name of Participating Employer: Billing Concepts Corp.
----------------------

Signed: /s/ Lee Cooke, Kelly E. Simmons and Brenda M. Wolfe
---------------------------------------------------

Participating Employer's EIN: 74-2788477
------------

ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.

Name of Signatory Employer: Billing Concepts Corp.
----------------------

Accepted:
-----------------------------
[Date]

Signed: /s/ Kelly E. Simmons and Brenda M. Wolfe
------------------------------------

Name(s) of Trustee:
----------------------

Accepted:
-----------------------------
[Date]

Signed:
-----------------------

[NOTE: EACH PARTICIPATING EMPLOYER MUST EXECUTE A SEPARATE PARTICIPATION
AGREEMENT. SEE THE EXECUTION PAGE OF THE ADOPTION AGREEMENT FOR IMPORTANT
PROTOTYPE PLAN INFORMATION.

<PAGE>

EXHIBIT 5.1

February 21, 2000

Billing Concepts Corp.
7411 John Smith Drive, Suite 200
San Antonio, Texas 78229

Re: Billing Concepts Corp.
401(k) Plan
- -------------------------------

Ladies and Gentlemen:

As General Counsel to Billing Concepts Corp. (the "Company"), I am familiar
with its registration statement on Form S-8 (the "Registration Statement") to
be filed under the Securities Act of 1933, as amended, for the purpose of
registering 100,000 shares of common stock, par value $.01 per share, of
the Company (the "Common Stock"), and the Series A Junior Participating
Preferred Stock Purchase Rights carried with the Common Stock (the "Rights")
issuable under the Billing Concepts Corp. 401(k) Plan (the "Plan").

In connection therewith, I have examined such documents, records and matters
of law as I have deemed necessary for purposes of this opinion. I have
assumed the authenticity of all documents I examined and have assumed the
genuineness of all signatures thereon.

Based on the foregoing and subject to the comments noted below, I am of the
opinion that, assuming that the Company maintains an adequate number of
authorized but unissued shares and/or treasury shares of Common Stock
available for issuance under the Plan, the Common Stock and the Rights, when
issued in accordance with the terms of the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.

I hereby bring to your attention that my legal opinions are an expression of
professional judgment and not a guarantee of a result. This opinion is
rendered as of the date hereof, and I undertake no, and hereby disclaim any,
obligation to advise you of any changes in or new developments that might
affect any matters or opinions set forth herein.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ W. Audie Long

W. Audie Long, Esq.

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated November 17,
1999, included in the Billing Concepts Corp. Form 10-K for the year ended
September 30, 1999, and to all references to our firm included in this
Registration Statement.

/s/ Arthur Andersen LLP

San Antonio, Texas
February 17, 2000