WASHINGTON HOMES INC, 10-K, 1996-10-29

WASHINGTON HOMES INC
10-K, 1996-10-29
OPERATIVE BUILDERS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1996

Commission file number 1-7643

WASHINGTON HOMES, INC
(Exact name of registrant as specified in its charter)

Maryland 52-0818872
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1802 Brightseat Road, Landover, MD 20785-4235
---------------------------------- ----------
(Address of principal executive offices) (Zip Code)

(301) 772-8900
--------------
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock (voting), $.01 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

On September 26, 1996, the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $14,014,579.

Number of shares of each of the registrant's classes of common stock
outstanding at September 30, 1996:

Class Number of Shares
----- ----------------
Common Stock (voting), $.01 par value 7,000,000
Common Stock (non-voting), $.01 par value 942,763

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for fiscal year ended July 31, 1996
(Part II).

Proxy statement to be filed pursuant to Regulation 14A for 1996 Annual Meeting
of Shareholders to be held November 13, 1996 (Part III).

<PAGE>

WASHINGTON HOMES, INC.
FORM 10-K REPORT

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PART I. PAGE
----
<S> <C> <C>
Item 1. Business .................................................... 3
Item 2. Properties .................................................. 9
Item 3. Legal Proceedings ........................................... 10
Item 4. Submission of Matters to a Vote of Security Holders ......... 10

PART II.

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters ......................................... 11
Item 6. Selected Financial Data ..................................... 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations ................................... 12
Item 8. Financial Statements and Supplementary Data ................. 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure .................................... 12

PART III.

Item 10. Directors and Executive Officers of the Registrant .......... 13
Item 11. Executive Compensation ...................................... 14
Item 12. Security Ownership of Certain Beneficial Owners and
Management .................................................. 14
Item 13. Certain Relationships and Related Transactions .............. 14

PART IV.

Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K .................................................... 15

SIGNATURES ............................................................... 18

EXHIBITS ................................................................. 19
</TABLE>

-2-

<PAGE>
Part I
------

Item 1. Business
- ------- --------

General

Washington Homes, Inc. designs, builds and markets single-family
detached homes, townhomes and condominium homes primarily to first-time and
first move-up homebuyers in the metropolitan areas of Washington,
D.C.-Baltimore, Maryland; Greensboro, Raleigh and Charlotte, North Carolina;
Nashville, Tennessee; and Pittsburgh, Pennsylvania. The Company's largest
market, the Washington-Baltimore corridor, is one of the most prosperous major
markets in the country. The Company commenced operations in 1965 and entered the
Raleigh and Greensboro, North Carolina markets through an acquisition effective
as of May 1, 1994. During fiscal 1996 the Company began operating in Charlotte,
North Carlina and Nashville, Tennessee and expanded operations in Pittsburgh.
The Company operates under the name "Washington Homes" in Maryland, Virginia and
Pennsylvania and as "Westminster Homes" in North Carolina and Tennessee.

The Company focuses its marketing efforts on consumers whose top
priorities are price and value. During the five years ended July 31, 1996 the
Company delivered 5,067 homes and currently offers homes for sale in 59
communities at base sales prices ranging from $82,000 to $270,000. The Company
delivered 1,087 homes during the fiscal year ended July 31, 1996 generating
total revenues of $175.0 million. The average sales price of homes delivered by
the Company during fiscal 1996 was approximately $151,300. At July 31, 1996
there was a backlog of 601 homes under contract with a sales value of $97.6
million.

Washington Homes, Inc. was incorporated in the State of Maryland in
1965. Unless the context otherwise requires, the terms "Company" and "WHI" as
used in this report refer to Washington Homes, Inc. and its subsidiaries. The
Company's principal executive offices are located at 1802 Brightseat Road,
Landover, Maryland 20785-4235, and its telephone number is (301) 772-8900.

Products

The Company builds homes designed by its own personnel with assistance
from outside architectural firms. It strives to create a diversity of
architectural styles in each residential community by providing exterior and
interior design options for homes with the same basic floor plans that are
intended to appeal to a broad range of potential buyers and respond to changes
in the market place.

Each residential community offers several home plans, with the
opportunity to select various exterior styles. The Company develops new designs
to replace or augment existing ones as part of its continuing efforts to assure
that its homes are responsive to current consumer preferences.

The range of base sales prices and home sizes for the Company's homes
as of July 31, 1996 was as follows:

Base Sales Prices Range of Sizes
----------------- --------------
Single-family detached homes $ 97,000 - $270,000 1,100 to 3,000 sq. ft.
Townhomes $ 82,000 - $157,000 1,150 to 1,600 sq. ft.
Condominiums $100,000 - $131,000 950 to 1,400 sq. ft.

In all of WHl's communities, certain options including fireplaces, finished
basements, brick fronts, upgraded appliances, carpet and lot location are
available to the purchaser for an additional charge.

-3-

<PAGE>

The following table sets forth a breakdown of the Company's deliveries
by housing type in each of the last three years:
<TABLE>
<CAPTION>
Years Ended July 31,
----------------------------------------------------------------------------------
1996 1995 1994
------------------------- ------------------------- ------------------------
(Dollars in thousands)

Homes % Amount Homes % Amount Homes % Amount
----- --- ------ ----- --- ------ ----- --- ------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Single-family
detached homes..... 668 61.5% $112,655 820 70.3% $102,273 412 41.6% $ 69,766
Townhomes............ 366 33.7% 49,117 315 27.0% 70,689 578 58.3% 71,877
Condominiums......... 53 4.8% 6,049 32 2.7% 3,647 1 0.1% 111
----- ------ -------- ----- ------ -------- --- ------ --------
Total......... 1,087 100.0% $167,821 1,167 100.0% $176,609 991 100.0% $141,754
===== ====== ======== ===== ====== ======== === ====== ========
</TABLE>

Organization

The Company's homebuilding operations are organized into eight
geographically based homebuilding divisions. Division offices are maintained in
Landover, Maryland; Manassas, Virginia; Charlotte, Cary and Greensboro, North
Carolina; Nashville, Tennessee; and Pittsburgh, Pennsylvania. Corporate
headquarters are located in Landover, Maryland.

Each division is headed by a division manager who reports to the
President. Division managers have responsibility for day-to-day operations,
including implementation of community marketing strategies, pricing of homes,
managing subcontractors, delivering of finished homes and providing attendant
service work. Division managers are supported by sales and production managers.
The sales manager coordinates marketing and advertising programs and oversees
the sales representatives based at each community. One production manager
oversees field operations with managerial responsibility for on-site production
superintendents. A second production manager is responsible for purchasing
materials, procuring subcontractor services, technical design and construction
issues.

Sales and building activities are managed at each community by a sales
representative and a production superintendent. The sales representative is
responsible for implementing the Company's marketing programs and for
follow-through with customers, from contract signing and loan application
through delivery. The production superintendent coordinates the work of
subcontractors and is responsible for quality control and delivery of the
finished product in a timely manner.

-4-

<PAGE>

Residential Developments

As of July 31, 1996, the Company was actively building homes in 59
communities and controlled over 8,000 homesites, as follows:
<TABLE>
<CAPTION>
Lots Owned
Communities in Which -----------------------------
Homes Are Currently Future Total Lots Under Lots Under
Market Offered For Sale Communities Lots Finished Lots Development Option
- ------- ---------------- ------------ ----- ------------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Washington, D.C.- 33 12 4,831 840 2,068 1,923
Baltimore, MD
Greensboro, NC 8 2 991 138 535 318
Raleigh, NC 8 2 795 104 205 486
Charlotte, NC 2 3 423 11 -- 412
Nashville, TN 5 1 777 70 -- 707
Pittsburgh, PA 3 3 192 42 15 135
--- --- ----- ----- ----- -----
Combined Total 59 23 8,009 1,205 2,823 3,981
=== === ===== ===== ===== =====
</TABLE>

Operations

Land Acquisition and Development

The Company builds homes on building lots which it either acquires as
finished lots from developers or which it develops itself. At July 31, 1996, the
Company owned or held options for 8,009 building lots, providing over six years
of supply at the Company's current pace of home deliveries.

The Company's general strategy is to purchase, to the extent feasible,
finished building lots through land acquisition option contracts which provide
the maximum degree of flexibility for the timing of land purchases and minimizes
the Company's investment outlay. Through the utilization of land acquisition
option contracts, the Company purchases the right, but not the obligation, to
buy a large number of building lots from a land developer. The options allow the
Company to purchase building lots on a takedown schedule commensurate with
anticipated home deliveries. As a result, the Company generally does not
purchase the building lot or pay the purchase price until the building lot can
be utilized in its construction schedule. The purchase agreements generally
limit the Company's financial exposure to amounts placed with property sellers
as deposits. Although option contracts may contain predetermined lot takedown
schedules and price escalation provisions, the Company believes use of such
contracts significantly reduces risk since the Company is able to minimize its
investment in land and limit its exposure to debt financing. At July 31, 1996,
the Company held options for 3,981 homebuilding lots for which it had posted
deposits in the form of cash, letters of credit and promissory notes of
approximately $3.5 million.

The Company also develops land for its own residential operations, and
597 or 56.0% of the homes delivered in fiscal 1996 were built on land developed
by the Company. As of July 31, 1996, the Company owned 2,823 residential lots in
28 communities which were in the process of land development. All communities
have obtained the required zoning and public approvals and, with two exceptions,
have physical construction underway. The Company does not buy land for the
purpose of speculation.

The Company from time to time experiences difficulties in obtaining
building lots. The Company has experienced delays in acquiring lots from land
developers, primarily due to the difficulty experienced by developers in
obtaining financing. In certain instances, the Company acquired the land from
the developer and completed the development process itself. The imposition of
sewer moratoria, zoning changes and other governmental actions also can affect
the availability and use of land.

-5-

<PAGE>

In its land development operations, the Company employs experienced
supervisory personnel who deal directly with independent engineers and
consultants for land and site planning, obtaining governmental and environmental
approvals, and constructing on and off-site improvements where necessary (such
as roads, water, sewers, storm drainage and other public facilities and
amenities). Actual development work is performed by independent contractors,
utility companies and/or local governmental water and sewer agencies.

Marketing

A sales office is located in each community which is staffed by a
Company sales representative. In addition, a significant portion of sales are
derived from the introduction of customers to the Company's communities by local
independent real estate brokers. The Company maintains an extensive broker co-op
program which includes a progressive commission schedule based on incremental
sales generated. The Company's sales personnel are compensated with salary and
incentive compensation and are trained by the Company. They attend weekly
meetings to be updated on financing availability, construction schedules, new
land acquisitions, marketing and advertising plans. The concentration of the
Company's communities allows the Company to employ salespersons on a long-term,
rather than a single community basis, which management believes results in
reduced training costs and a more motivated sales force with extensive knowledge
of the Company's operating policies and housing products.

The Company utilizes model home presentations (generally one or two per
community) as an integral part of the Company's marketing program. In addition,
the Company advertises extensively in newspapers, local and regional
publications, on radio, as well as utilizing billboards and roadside signage.

The Company utilizes standard sales contracts which require the
customer to make an earnest money deposit which is generally in the range of
$500 to $3,000. Upon execution of the contract and receipt of the deposit, the
home sale is included in backlog. The sales contract is generally cancelable
without forfeiture of deposit if the customer is unable to sell an existing home
or obtain permanent financing. The sales contract sets forth details of the home
being purchased, location, options ordered, details of financing sought and
closing requirements.

In addition to relying on management's extensive experience, the
Company determines the prices for its homes through a Company-designed
competitive analysis program that compares a WHI home with homes offered by
other builders in the relevant marketing area. The Company accomplishes this by
evaluating differences in product features, amenities and location and updates
such analyses periodically.

Building

In its construction of homes, the Company acts as a general contractor
with independent contractors performing all home construction and site
improvement work generally under fixed-price contracts. Construction is
performed under the direction of production superintendents employed by the
Company. The Company enforces its commitment to quality by providing its
construction superintendents with incentive compensation arrangements based on
the homebuyer's satisfactory responses to pre-closing and post-closing
checklists.

Operating Controls

The Company attempts to limit exposure resulting from speculative
building. Generally, construction of single-family homes is commenced only after
a sales contract has been executed and the customer has received preliminary
loan approval. Construction of multi-family buildings is generally commenced
after sales contracts have been executed for a majority of the homes in a
particular building. The Company may begin construction of detached homes prior
to obtaining sales contracts in order to maintain a limited inventory, in
anticipation of winter weather conditions or to conform to local market
requirements.

When possible, the Company contracts on a fixed-price basis for
materials, such as appliances, lumber and carpeting in an effort to minimize the
effects of changes in costs and to take advantage of bulk purchase discounts.
The

-6-

<PAGE>

Company focuses on the gross profit margins of each home sold in each community
and the monitoring of selling, general and administrative expenses. Every home
and every community is considered a profit center for budgeting and cost control
purposes.

Financing for Customers

The Company builds, markets and prices its homes under the guidelines
and specifications of the Federal Housing Administration ("FHA") and the
Veterans Administration ("VA"), in order to afford its prospective purchasers
the added benefits of FHA insured and VA guaranteed mortgages. The majority of
the Company's home deliveries are financed through these agencies. In some
areas, the Company has obtained lower than market interest rate financing for
purchasers of its homes through state or county bond programs. The Company also
assists its homebuyers in obtaining conventional mortgage financing.

In fiscal 1993, the Company established Homebuyer's Mortgage, Inc.
("Homebuyer's") as a subsidiary to provide residential mortgage services to the
Company's customers and others. Homebuyer's initially has been processing
mortgage applications with underwriting and funding provided by independent
wholesale lenders. In fiscal 1996, Homebuyer's closed 360 loans totaling $50.3
million in permanent residential financing compared to 325 loans totaling $45.9
million the previous year.

During fiscal 1996 the homebuilding industry experienced a continuation
of relatively low home mortgage interest rates. There can be no assurance that a
favorable interest rate environment or that government programs providing
assistance for homebuyers will continue in the future.

Regulation

The Company is subject to a variety of federal, state and local
statutes, ordinances, rules and regulations concerning protection of health,
safety and the environment. The particular environmental laws which apply to any
given community vary greatly according to the community site, the site's
environmental condition and the present and former uses of the site. These
environmental laws may result in delays, cause the Company to incur compliance
and other costs and prohibit or restrict development in certain environmentally
sensitive regions or areas. Prior to consummating the purchase of land, the
Company engages independent environmental engineers to evaluate such land for
the presence of wetlands and hazardous or toxic materials, wastes or substances.
The Company has not been materially affected to date by the presence or
potential presence of such conditions.

To varying degrees, site development and building permits and approvals
are required to complete the residential developments currently being planned by
the Company. The timing and ability of the Company to obtain necessary approvals
and permits for these communities is often beyond the Company's control. The
length of time necessary to obtain permits and approvals increases the carrying
costs of unimproved property acquired for the purpose of development and
construction. In addition, the continued effectiveness of permits already
granted may be subject to factors such as changes in policies, rules and
regulations and their interpretation and application.

When developing land, the Company must obtain the approval of numerous
government authorities regulating such matters as permitted land uses and levels
of density, the installation of utility services such as water and waste
disposal and the dedication of acreage for open space, parks, schools and other
community purposes. To date, the governmental approval process and restrictive
zoning and moratoria have not had a material adverse effect on the Company's
development activities nor does the Company currently have any lots that cannot
be developed due to local or federal regulatory restrictions. There is no
assurance, however, that these or other restrictions will not adversely affect
the Company in the future.

-7-

<PAGE>

Competition and Market Factors

The metropolitan housing markets serviced by the Company are highly
competitive. In its marketing efforts, the Company encounters competition from
other homebuilders and apartment and condominium developers, as well as from
sellers of existing homes. In the locations where the Company builds, there is
intense competition among numerous large and small homebuilders. Competition in
the homebuilding industry is intense in part because of the historic ease with
which large national homebuilders, many of which may have greater financial
resources than the Company, can expand their operations.

The Company competes on the basis of price, location, mortgage
financing terms, design and the Company's reputation for quality. Based upon the
experience of its management, the Company believes that it compares favorably
with its principal competitors in terms of its knowledge, expertise and its
ability to obtain building lots at prices and locations which allow it to offer
a well-priced, quality product and to obtain financing for its customers.

The Company also competes with other builders for the acquisition of
building lots. This competition is based primarily on a builder's reputation,
perceived abilities to market homes and price.

The housing industry is cyclical and affected by consumer confidence
levels, prevailing economic conditions generally and particularly by interest
rate levels. A variety of other factors affect the housing industry and demand
for new homes, including the availability of labor and materials and increases
in the costs thereof, changes in costs associated with home ownership, such as
increases in property taxes and energy costs, changes in consumer preferences,
demographic trends and the availability of and changes in mortgage financing
programs.

Bonds, Warranties and Other Obligations

The Company is frequently required, in connection with the development
of its communities, to obtain performance or maintenance bonds (or letters of
credit in lieu thereof) to ensure completion of the Company's development
obligations. The amount of such obligations outstanding at any time varies in
accordance with the Company's pending development activities. To date, the
Company has fulfilled its development obligations. Should the Company fail to
build required improvements and the bonds backing such obligations were called,
the Company would be obligated to reimburse the issuing surety company or bank.
The Company's financial exposure in this regard is reduced as improvements are
completed and bonds released. At July 31, 1996, the Company had approximately
$22.3 million in letters of credit and surety bonds outstanding for the
previously enumerated purposes.

All homes delivered by the Company are sold with the benefit of the
Company's two-year limited warranty as to workmanship supplemented by a limited
ten-year warranty as to structural integrity under the Residential Warranty
Corporation program, a privately insured program. To assist the Company in
meeting its warranty obligations to customers, the Company requires
subcontractors to provide warranties of their workmanship to the Company.

Employees

At July 31, 1996, the Company employed 312 full time personnel of whom
52 were sales and marketing personnel, 140 were executive, administrative and
clerical personnel and 120 were involved in construction. Although none of the
Company's employees are covered by collective bargaining agreements, certain of
the independent contractors which the Company engages employ personnel who may
be represented by labor unions or may be subject to collective bargaining
agreements. The Company believes that its relations with its employees and
independent contractors are good.

-8-

<PAGE>

Recent Developments

The Company participates in two joint ventures formed to develop
residential land into finished building lots for sale to the Company and other
homebuilders utilizing non-recourse acquisition and development loans. In
forming one of the joint ventures in April 1995, the Company contributed land
with a book value of $9.6 million and the Company has received cash proceeds to
date of $7.4 million which was used to reduce outstanding amounts under
Revolving Credit Facilities. The Company's interest in the joint ventures'
operating results has not been significant to date.

Item 2. Properties
- ------- ----------

The Company leases over 24,000 square feet of office space from Citadel
Land, Inc. for its corporate headquarters and offices for certain of its
divisions and subsidiaries in a six story office building located in Landover,
Maryland pursuant to a lease expiring in October 2000.

During the fiscal year ended July 31, 1996, the Company paid Citadel
Land, Inc. approximately $440,000 in rentals. Citadel Land is a company owned by
the family of Geaton A. DeCesaris, Sr., Chairman of the Board of the Company.

The Company also leases office space for division offices in Manassas,
Virginia; Charlotte, Cary and Greensboro, North Carolina; Nashville, Tennessee;
and Pittsburgh, Pennsylvania.

Item 3. Legal Proceedings
- ------- -----------------

The Internal Revenue Service is currently examining the Company's tax
returns for the years ended July 31, 1992, 1993 and 1994. The IRS has raised
issues primarily related to matters having to do with the Company's
recapitalization in 1992 and 1993 including a $20,000,000 gain on debt
forgiveness which the Company treated as non-taxable under the provisions of
Section 108 of the Internal Revenue Code and the timing of taxable income
related to discontinued subsidiaries which were distributed out of the
consolidated group in December 1992. The Company believes that the
aforementioned matters were reported properly in the tax returns as filed.

The Company is involved in various claims and proceedings arising out
of the normal course of business involving customers, contractors and others.
The Company believes that it is not a party to any pending or threatened
litigation or administrative proceeding which is expected to have a material
adverse impact on the Company's financial position or operating results.

Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------

There were no matters submitted to a vote of security holders during
the Company's fiscal quarter ended July 31, 1996.

Executive Officers
- ------------------

Information on executive officers is set forth in Item 10.

-9-

<PAGE>

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- ------- ---------------------------------------------------------------------

(a) Market Information.

The Company's Common Stock (voting) trades on the New York Stock
Exchange under the symbol WHI .

The high and low sale prices for the Company's Common Stock for each
quarterly period within the last two fiscal years have been as follows:

Fiscal 1996 High Low
----------- ---- ---
August 1 to October 31, 1995 $5.63 $4.25
November 1, 1995 to January 31, 1996 6.38 4.88
February 1 to April 30, 1996 5.75 4.50
May 1 to July 31, 1996 4.75 3.75

Fiscal 1995 High Low
----------- ---- ---
August 1 to October 31, 1994 $5.75 $4.25
November 1, 1994 to January 31, 1995 4.63 3.38
February 1 to April 30, 1995 4.00 3.25
May 1 to July 31, 1995 5.25 3.50

(b) Holders

On September 10, 1996, there were approximately 238 holders of record
of the Company's Common Stock (voting) and five holders of record of the Common
Stock (non-voting).

During fiscal 1996, the Company did not pay any dividends on its Common
Stock. For the fiscal year ended July 31, 1995, dividends were $.05 per share.

The payment of cash dividends will be at the discretion of the Board of
Directors of the Company and will depend upon, among other things, future
earnings, results of operations, capital requirements and the Company's
financial condition. The Company's lending agreements limit the amount of annual
cash dividends that the Company may pay to its shareholders. The most
restrictive of these limits dividends to no more than 40 percent of net income
in any twelve consecutive month period.

-10-

<PAGE>

Item 6. Selected Financial Data
- ------- -----------------------

The information required by this item is incorporated herein by
reference from "Washington Homes, Inc. Selected Financial Data" on page 1 of the
Company's Annual Report to Shareholders for the fiscal year ended July 31, 1996.

Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations
---------------------

The information required by this item is incorporated herein by
reference from pages 9 to 12 of the Company's Annual Report to Shareholders for
the fiscal year ended July 31, 1996.

Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------

The information required by this item is incorporated herein by
reference from pages 13 to 23 of the Company's Annual Report to Shareholders for
the fiscal year ended July 31, 1996.

Item 9. Changes in or Disagreements with Accountants on Accounting and
- ------- --------------------------------------------------------------
Financial Disclosure
--------------------

There have been no changes in or disagreements with accountants during
the two fiscal years ended July 31, 1996.

-11-

<PAGE>

Part III

Item 10 Directors and Executive Officers of the Registrant
- ------- --------------------------------------------------

The information required by this item with respect to Directors of the
Company is incorporated herein by reference to the registrant's Proxy Statement
relating to the 1996 Annual Meeting of Shareholders.

The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position with Company
- ---- --- ---------------------
<S> <C> <C>
Geaton A. DeCesaris, Sr...... 65 Chairman of the Board of Directors
Geaton A. DeCesaris, Jr...... 41 President, Chief Executive Officer and Director
Thomas Connelly.............. 47 Senior Vice President and Director
Christopher Spendley......... 37 Senior Vice President and Chief Financial Officer
Clayton W. Miller............ 46 Senior Vice President, Chief Accounting Officer and Assistant Secretary
Paul C. Sukalo............... 45 Senior Vice President - Construction and Director
William Wilder............... 51 Senior Vice President - Land Operations
Timothy Bates................ 35 Vice President in charge of Virginia Division
Dorothy Minich............... 48 Vice President in charge of Patuxent Division
Laurence R. Jaffe............ 54 Secretary and General Counsel
Cameron M. Ross.............. 44 President, Westminster Homes, Inc.
</TABLE>

Geaton A. DeCesaris, Sr. has served as Chairman of the Board of the
Company since August 1988. Prior thereto from June 1985 to August 1988, Mr.
DeCesaris served as Senior General Partner of Sonny DeCesaris and Sons
Development Group, a real estate development and construction firm; from 1973 to
June 1985, he was founder and President of Sonny DeCesaris and Sons Builders,
Inc. and from 1960 to 1973 President of Procopio and DeCesaris Construction
Company. Mr. DeCesaris is the father of Geaton A. DeCesaris, Jr. and the
father-in-law of Paul C. Sukalo.

Geaton A. DeCesaris, Jr. has served as President, Chief Executive
Officer and a Director of the Company from August 1988 to the present. Prior
thereto, Mr. DeCesaris was Managing General Partner of Sonny DeCesaris and Sons
Development Group from June 1985 to August 1988 and Vice President of Sonny
DeCesaris and Sons Builders, Inc.
from 1973 to June 1985. Mr. DeCesaris is the son of Geaton A. DeCesaris, Sr.

Thomas Connelly has served as Senior Vice President of the Company
since August 1988 and as a Director since September 1992. From September 1994 to
September 1996 he was Chief Financial Officer of the Company. From January 1987
to August 1988, he was Financial Manager of Sonny DeCesaris and Sons Development
Group. Mr. Connelly has over 21 years experience in finance and real estate
development.

Christopher Spendley has served as Senior Vice President and Chief
Financial Officer since September 1996. Prior thereto Mr. Spendley was with
Ryland Homes, Inc., a subsidiary of Ryland Group Inc., for 14 years where he
served most recently as President of the Baltimore Division from February 1994
to August 1996 and Controller from 1989 to 1994. He has over 14 years of
experience in real estate and finance.

Clayton W. Miller has served as Senior Vice President since November
1989 and Chief Accounting Officer since September 1994. From November 1989 to
September 1994, he served as Chief Financial Officer of the Company. Mr. Miller
has over 18 years experience in finance and real estate development. He is a
certified public accountant.

-12-

<PAGE>

Paul C. Sukalo has served as Senior Vice President and a Director of
the Company from August 1988 to the present. Prior thereto, he was a general
partner of Sonny DeCesaris and Sons Development Group from June 1985 to August
1988. He has over 17 years of related construction experience, principally in
residential construction and related services. Mr. Sukalo is the son-in-law of
Geaton A. DeCesaris, Sr.

William Wilder has served as Senior Vice President - Land Operations
since September 1994. Prior thereto, held the position of Vice President of the
Company's Land Department from April 1990 to August 1994. Mr. Wilder has over 18
years of real estate experience in both the public and private sectors.

Timothy Bates has served as Vice President in charge of the Company's
Virginia Division since January 1994. Prior thereto, he served as division
manager for the Company's Virginia Division from 1988 through 1990 and division
sales manager from 1990 through 1993. Mr. Bates has over 12 years experience in
new home construction and marketing in the Washington, D.C.-Baltimore
marketplace.

Dorothy Minich has served as Vice President of the Company since August
1993 and is currently in charge of the Company's Patuxent Division. Prior
thereto, Ms. Minich was a division sales manager from January 1989 to August
1993. From May 1983 to January 1989 she was a community sales representative at
various Washington Homes' communities and has over 12 years experience in sales
and marketing for the Company.

Laurence R. Jaffe has served as General Counsel of the Company since
September 1994 and as Secretary since December 1994. Prior thereto he had been
in the private practice of law in Washington, D.C. and served as principal
outside counsel to the Company since August 1988.

Cameron M. Ross has served as President of the Company's wholly owned
subsidiary Westminster Homes, Inc. since May 1996 and as Executive Vice
President since May 1994. Mr. Ross held the same position with the predecessor
of Westminster Homes from 1990 to May 1994 and was Senior Vice President from
1987 to 1990. He has over 20 years experience in the homebuilding and real
estate business.

Officers are appointed by the Board of Directors to serve at the
pleasure of the Board. There are no arrangements or understandings with respect
to the selection of executive officers.

Item 11. Executive Compensation
- -------- ----------------------

The information required by this item is incorporated herein by
reference to the registrant's Proxy Statement relating to the 1996 Annual
Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------

The information required by this item is incorporated herein by
reference to the registrant's Proxy Statement relating to the 1996 Annual
Meeting of Shareholders.

Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------

The information required by this item is incorporated herein by
reference to the registrant's Proxy Statement relating to the 1996 Annual
Meeting of Shareholders.

-13-

<PAGE>

Part IV
-------

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------- ---------------------------------------------------------------

(a) Financial Statements

The following consolidated financial statements of Washington
Homes, Inc. and subsidiaries have been incorporated herein by
reference as set forth in Item 8:

Independent Auditors' Report

Consolidated Balance Sheets at July 31, 1996 and 1995

Consolidated Statements of Net Earnings for each of the years
in the three year period ended July 31, 1996

Consolidated Statements of Shareholders' Equity for each of
the years in the three year period ended July 31, 1996

Consolidated Statements of Cash Flows for each of the years in
the three year period ended July 31, 1996

Notes to Consolidated Financial Statements for each of the
years in the three year period ended July 31, 1996

(b) Reports on Form 8-K

During the period from May 1, 1996 to July 31, 1996, there
were no reports on Form 8-K filed by the registrant.

-14-

<PAGE>

There are included in this report or incorporated herein by
reference the following exhibits:

Exhibit No. Description of Exhibit
- ----------- ----------------------

3(a) Articles of Incorporation of registrant, as amended (Filed as
Exhibit 3(a) to Registration No. 33-52648)*

3(a)(1) Articles of Merger merging WH Holdings, Inc. into registrant
(Filed as Exhibit 3(a)(1) to Registration No. 33-52648)*

3(a)(2) Articles of Restatement of Charter of registrant (Filed as
Exhibit 3(a)(2) to Registration No. 33-52648)*

3(a)(3) Articles Supplementary to the Charter of registrant (Filed as
Exhibit 3(a)(3) to Registration No. 33-52648)*

3(b) By-Laws of registrant, as amended (Filed as Exhibit 3(b) to
Registration No. 33-52648)*

3(b)(1) Amendment to By-Laws of registrant dated September 27, 1993 (Filed
as Exhibit 3(b)(1) to the 1993 10-K Report, File No. 1-7643).*

4(a) Specimen Common Stock Certificate (Filed as Exhibit 4(a) to
Registration No. 33-52648)*

10(a) Office Lease Agreements between Citadel Land, Inc. and the Company
dated as of August 1, 1994. (Filed as Exhibit 10(a) to 10-K Report
for year ended July 31, 1994)*

10(b) Amendment to Office Lease Agreements between Citadel Land, Inc.
and the Company dated as of August 1, 1995 (Filed as Exhibit 10(b)
to 10-K Report for year ended July 31, 1995)*

10(c) Note Agreement dated as of April 15, 1994 with respect to
$43,000,000 Senior Notes due October 2000 (Filed as Exhibit 19 to
10-Q Report for quarter ended April 30, 1994 - File No. 1-7643).*

10(d) Amended and Restated Loan Agreement dated January 11, 1994 between
the registrant, certain of its subsidiaries and First Union
National Bank of Maryland. (Filed as Exhibit 10(c) to 10-K Report
for year ended July 31, 1994)*

10(e) First Amendment to Amended and Restated Loan Agreement dated as of
December 15, 1994 with First Union National Bank of Maryland
(National Capital Facility) (Filed as Exhibit 10(e) to 10-K Report
for year ended July 31, 1995)*

10(f) Second Amendment to Amended and Restated Loan Agreement dated
February 1, 1996 with First Union National Bank of Maryland.

-15-

<PAGE>

10(g) Loan Agreement dated January 26, 1995 with First Union National
Bank (North Carolina Facility) (Filed as Exhibit 10(f) to 10-K
Report for year ended July 31, 1995)*

10(h) First Amendment to Loan Agreement dated February 1, 1996 with
First Union National Bank of Maryland.

10(i) Washington Homes, Inc. 401(k) Plan

10(j) Washington Homes, Inc. Employee Stock Option Plan (Filed as
Exhibit 10(f) to Registration No. 33-52648)*

10(k) Amendment to Employee Stock Option Plan (Filed as Exhibit 10(f)(1)
to Registration No. 33-52648)*

10(l) Form of non-compete agreements with officers (Filed as
Exhibit 10(g) to Registration No. 33-52648)*

10(m) Noncompete agreements with Geaton A. DeCesaris, Sr. and
Geaton A. DeCesaris, Jr. (Filed as Exhibit 10(g)(1) to
Registration No. 33-52648)*

10(n) Registration Agreement dated as of December 4, 1992 with First
Chicago Investment Corporation and Cross Creek Partners I (Filed
as Exhibit 10(k) to Registration No. 33-52648)*

10(o) Stockholders Agreement dated as of December 4, 1992 with First
Chicago Investment Corporation and Cross Creek Partners I (Filed
as Exhibit 10(1) to Registration No. 33-52648)*

10(p) Washington Homes Inc. Non-Employee Directors' Stock Option Plan
(Filed as Exhibit A to Definitive Proxy Statement for meeting held
December 9, 1994)*

10(q) Second Amended and Restated Credit Agreement effective July 31,
1994 with Signet Bank/Maryland and Bank One West Virginia (Filed
as Exhibit 10(o) to 10-K Report for year ended July 31, 1995)*

13 1996 Annual Report to Shareholders (except for the portions
incorporated herein by reference, this Exhibit is filed for
informational purposes only)

21 Subsidiaries of registrant

23 Consent of Independent Auditors

24 Powers of Attorney

27 Financial Data Schedule

- ----------
* Incorporated herein by reference.

(d) Financial Statement Schedules

All schedules are omitted because the information is not applicable or
is presented in the financial statements or related notes.

-16-

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf on the 28th of October, 1996, by the undersigned, thereunto duly
authorized.

WASHINGTON HOMES, INC.
(Registrant)

By: /s/ GEATON A. DECESARIS, JR.
---------------------------------------------------------------
Geaton A. DeCesaris, Jr., President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Name Position Date
---- -------- ----

/s/ GEATON A. DECESARIS, JR. President, Principal October 28, 1996
- ---------------------------------- Executive Officer
Geaton A. DeCesaris, Jr. and Director

GEATON A. DECESARIS, SR.* Director October 28, 1996
- ----------------------------------
Geaton A. DeCesaris, Sr.

/s/ THOMAS CONNELLY Director October 28, 1996
- ----------------------------------
Thomas Connelly

PAUL C. SUKALO* Director October 28, 1996
- ----------------------------------
Paul C. Sukalo

RONALD M. SHAPIRO* Director October 28, 1996
- ----------------------------------
Ronald M. Shapiro

RICHARD S. FRARY* Director October 28, 1996
- ----------------------------------
Richard S. Frary

RICHARD B. TALKIN* Director October 28, 1996
- ----------------------------------
Richard B. Talkin

/s/ CHRISTOPHER SPENDLEY Principal Financial October 28, 1996
- ---------------------------------- Officer
Christopher Spendley

/s/ CLAYTON W. MILLER Principal Accounting October 28, 1996
- ---------------------------------- Officer
Clayton W. Miller

*By: /s/ GEATON A. DECESARIS, JR.
- ----------------------------------
Geaton A. DeCesaris, Jr.
Attorney-in-fact

-17-

EXHIBIT 10(f)

WASHINGTON HOMES, INC.,
a Maryland corporation

THE SOUTHAMPTON CORPORATION,
a Maryland corporation

WASHINGTON HOMES, INC. OF VIRGINIA,
a Virginia corporation

DESIGNED CONTRACTS, INC.
a Maryland corporation

HOUSING-HOME SALES, INC.
a Maryland corporation

WH PROPERTIES LIMITED PARTNERSHIP
POTOMAC KNOLLS A.l LIMITED PARTNERSHIP
POTOMAC KNOLLS A.3 LIMITED PARTNERSHIP
POTOMAC KNOLLS B.l LIMITED PARTNERSHIP
POTOMAC KNOLLS B.2 LIMITED PARTNERSHIP
POTOMAC KNOLLS B.3 LIMITED PARTNERSHIP
POTOMAC KNOLLS B.4 LIMITED PARTNERSHIP
POTOMAC KNOLLS D.1 LIMITED PARTNERSHIP
POTOMAC KNOLLS D.4 LIMITED PARTNERSHIP
POTOMAC KNOLLS E.1 LIMITED PARTNERSHIP
POTOMAC KNOLLS E.4 LIMITED PARTNERSHIP

CONDOMINIUM COMMUNITY (PARK PLACE), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (TRUMAN DRIVE), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (BOWIE NEW TOWN), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (QUAIL RUN), INC.,
a Maryland corporation
CONDOMINIUM COMMUNITY (LARGO TOWN), INC.,
a Maryland corporation
WESTMINSTER HOMES (CHARLOTTE), INC.,
a North Carolina corporation
WESTMINSTER HOMES, INC.,
a North Carolina corporation

$15,000,000 REVOLVING ACQUISITION AND DEVELOPMENT LOAN

$3,000,000 LETTER OF CREDIT FACILITY

SECOND AMENDMENT
to
AMENDED AND RESTATED LOAN AGREEMENT
Dated as of January 11, 1994
with
FIRST UNION NATIONAL BANK OF MARYLAND

<PAGE>

SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
(hereinafter called the "Capital Area Loan Agreement"

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Second
Amendment") dated as of February 1, 1996 between those entities comprising
Borrower ("Borrower") (as that term is defined in Section 1 of the Loan
Agreement) and FIRST UNION NATIONAL BANK OF MARYLAND (the "Bank"), in its own
right, and as successor in interest to FIRST AMERICAN BANK OF MARYLAND ("First
American"). [The Amended and Restated Loan Agreement, as amended from time to
time will be hereafter referred to as the "Capital Area Loan Agreement".]

WHEREAS, the Bank and Borrower entered into that certain Amended and
Restated Loan Agreement dated as of January 11, 1994 as amended from time to
time ("Loan Agreement") under the terms of which the Bank agreed to lend and the
Borrower agreed to borrow a certain Revolving Loan in the amount of Fifteen
Million Dollars ($15,000,000), to provide a Letter of Credit Facility in the
amount of up to Two Million Dollars ($2,000,000) and to borrow up to an
additional Four Million Dollars ($4,000,000) under the Term Loan, all under the
terms and conditions set forth in the Loan Agreement. [All capitalized terms not
defined herein are defined in the Loan Agreement.]

WHEREAS, the Loan Agreement was amended by a certain First Amendment
to Amended and Restated Loan Agreement dated as of December 15, 1994 ("First
Amendment").

WHEREAS, the Term Loan has been paid in full.

WHEREAS, the entities which comprise Borrower and the Bank desire to
amend the Loan Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises
set forth herein, the execution and delivery by the entities which comprise
Borrower to the Bank of the Loan Documents (hereinafter defined), and the Bank's
acceptance thereof, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by all parties, the parties
hereto, intending to be legally bound hereby, agree as follows:

I. The recitals set forth herein above are hereby incorporated herein
by this reference with the same force and effect as if fully hereinafter set
forth.

II. Nothing in the provisions of the Capital Area Loan Agreement shall
be deemed in any way to affect the priority of the Maryland Deed of Trust the
Virginia Deed of Trust or the North Carolina Deed of Trust over any other lien,
charge, encumbrance, or conveyance, or to release or change the liability of any
person who

-2-

<PAGE>

is now or hereafter primarily or secondarily liable under or on account of the
Note given to secure the Loan.

III. The entities which comprise Borrower hereby represent, warrant and
agree that as of the date hereof, the Loan Agreement, as amended hereby (also
identified herein as the Capital Area Loan Agreement), is in full force and
effect, valid, binding and enforceable in accordance with its terms, and that
there exists no default by the Bank nor any defense to payment of amounts
payable--pursuant to the Capital Area Loan Agreement. Except as specifically
amended hereby, all terms of the Loan Agreement shall continue in full force and
effect.

IV. Neither the Loan Agreement nor this amendment, nor any predecessor.
agreement, nor anything contained herein nor therein shall be construed as a
substitution or novation of the indebtedness to the Bank owed by the entities
which comprise Borrower, which shall remain in full force and effect, as hereby
confirmed and amended.

V. In addition to any other costs for which Borrower may be liable
under the terms of the Loan Agreement, the entities which comprise Borrower
shall pay all costs and expenses incurred by the Bank in connection with the
execution and delivery of this First Amendment and the Loan Documents, including
without limitation, the reasonable fees and expenses of the Bank's counsel, the
costs of appraisals, surveys, title charges, transfer and recording costs or
taxes, and any mortgage or similar taxes.

VI. The terms and provisions of the Loan Agreement are hereby
amended as follows:

A. Definitions

The following definitions are substituted for the definitions for such terms
appearing in Section 1 of the Loan Agreement. The balance of the definitions in
Section 1 of the Loan Agreement are not changed:

"Borrower" shall mean WASHINGTON HOMES, INC., A MARYLAND
CORPORATION; WESTMINSTER HOMES, INC. (FORMERLY KNOWN AS WESTMINSTER HOMES OF
NORTH CAROLINA, INC.), A NORTH CAROLINA CORPORATION; THE SOUTHAMPTON
CORPORATION, A MARYLAND CORPORATION; WASHINGTON HOMES, INC. OF VIRGINIA, A
VIRGINIA CORPORATION; DESIGNED CONTRACTS, INC., A MARYLAND CORPORATION,
HOUSING-HOME SALES, INC., A MARYLAND CORPORATION, WH PROPERTIES LIMITED
PARTNERSHIP; POTOMAC KNOLLS A.l LIMITED PARTNERSHIP (for itself and as successor
by merger to Potomac Knolls A.2 Limited Partnership, Potomac Knolls B.5 Limited
Partnership, Potomac Knolls D.2 Limited Partnership, Potomac Knolls D.3 Limited
Partnership, Potomac Knolls D.5 Limited Partnership, Potomac Knolls E.2 Limited
Partnership, Potomac Knolls E.3 Limited Partnership, Potomac Knolls E.5 Limited

-3-

<PAGE>

Partnership; POTOMAC KNOLLS A.3 LIMITED PARTNERSHIP; POTOMAC KNOLLS B.1
LIMITED PARTNERSHIP; POTOMAC KNOLLS B.2 LIMITED PARTNERSHIP; POTOMAC KNOLLS B.3
LIMITED PARTNERSHIP; POTOMAC KNOLLS B.4 LIMITED PARTNERSHIP; POTOMAC KNOLLS
D.1 LIMITED PARTNERSHIP; POTOMAC KNOLLS D.4 LIMITED PARTNERSHIP; POTOMAC
KNOLLS E.1 LIMITED PARTNERSHIP; POTOMAC KNOLLS E.4 LIMITED PARTNERSHIP;
CONDOMINIUM COMMUNITY (PARK PLACE), INC., A MARYLAND CORPORATION; CONDOMINIUM
COMMUNITY (TRUMAN DRIVE), INC., A MARYLAND CORPORATION; CONDOMINIUM COMMUNITY
(BOWIE NEW TOWN), INC., A MARYLAND CORPORATION; CONDOMINIUM COMMUNITY (QUAIL
RUN), INC., A MARYLAND CORPORATION; CONDOMINIUM COMMUNITY (LARGO TOWN), INC., A
MARYLAND CORPORATION; AND WESTMINSTER HOMES (CHARLOTTE), INC., A NORTH CAROLINA
CORPORATION, and any entity which was a Borrower under the Loan Agreement before
this Amendment which entity remains in existence as of the date hereof, even if
not named herein.

"Revolving Loan Fee" shall mean, as to the Revolving Loan, one
and fifteen one hundredths percent (1.15%) of the maximum amount made available
by the Bank under such facility, payable on the date of execution of the
Amendment to Loan Agreement, and, if the Revolving Loan is extended beyond its
maturity date of October 31, 1997 and if the Revolving Loan Fee is not changed
by the Bank as a condition of such extension or extensions, one and fifteen one
hundredths percent (1.15%) of the maximum amount made available by the Bank
under such facility and on each bi-annual anniversary of that date, if the Bank
has extended the Revolving Loan for two years, or .575% of the maximum amount
made available by the Bank under such facility, if the Bank has extended the
Revolving Loan for only one year beyond the payment date."

"Westminster Loan" shall mean that certain $10,000,000 revolving
loan facility from the Bank to Borrower.

B. The Loans

2.01 Revolving Loan.

The following sections are substituted for sections 2.01 (b) and
2.01 (e) and Section 2.01 (f) (xiii) will be added. The balance of Section 2.01
is not changed:

"(b) Consolidated Note. The Revolving Loan shall be evidenced by
a promissory note made by the Borrower ("Consolidated Note"), substantially in
the form of Exhibit "E" hereto, payable to the order of the Bank and otherwise
duly completed and executed. The Consolidated Note has been modified and
restated to reflect new payment terms, but the parties agree that this
modification will not constitute a novation of the Consolidated Note."

"(e) Limitation on Advances.

-4-
<PAGE>

(4) The amounts outstanding under the Revolving Loan and the
Westminster Loan from time to time, in respect of Units that have not been
Pre-Sold, including advances made from time to time under such Loans, shall not
exceed, in the aggregate, $6,000,000.

C. Expenses. Etc. Section 9.03 of the Loan Agreement is
amended by adding the following language:

"Notwithstanding the forgoing so long as neither the Revolving
Loan or the Westminster Loan is in Default, Borrower shall not be required to
pay the legal fees incurred by the Bank in the routine administration of the
Loan including adding or releasing Collateral from the lien of a Deed of Trust
serving such Loans.

D. Pull Force and Effect. Except as expressly amended hereby, all
provisions of the Loan Agreement will remain in full force and effect in
accordance with their terms.

[Remainder of page intentionally blank.]

-5-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Amended and Restated Loan Agreement to be duly executed,
acknowledged and delivered as of the day and year first above written.

ATTEST: WASHINGTON HOMES, INC.,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Assistant Secretary President

[Corporate Seal]

ATTEST: WASHINGTON HOMES, INC., OF VIRGINIA,
a Virginia corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: WESTMINSTER HOMES (CHARLOTTE), INC.,
a North Carolina corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: WESTMINSTER HOMES, INC., (FORMERLY
WESTMINSTER HOMES OF NORTH CAROLINA,
INC.), a North Carolina corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Assistant Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-6-

<PAGE>

ATTEST: THE SOUTHHAMPTON CORPORATION,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: DESIGNED CONTRACTS, INC.,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: HOUSING-HOME SALES, INC.,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

WH PROPERTIES LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-7-

<PAGE>

POTOMAC KNOLLS A.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS A.3 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS B.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-8-

<PAGE>

POTOMAC KNOLLS B.2 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS B.3 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS B.4 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS D.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-9-

<PAGE>

POTOMAC KNOLLS D.4 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS E.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS E.4 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (PARK PLACE), INC.
a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-10-

<PAGE>

CONDOMINIUM COMMUNITY (TRUMAN DRIVE),
INC., a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (BOWIE NEW TOWN),
INC., a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (QUAIL RUN), INC.
a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (LARGO TOWN), INC.
a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-11-

<PAGE>

FIRST UNION NATIONAL BANK OF MARYLAND

/s/ RONALD J. SANDERS
By -------------------------------
Name RONALD J. SANDERS
Title Vice President

-12-

EXHIBIT 10(f)

WASHINGTON HOMES, INC.,
a Maryland corporation

THE SOUTHAMPTON CORPORATION,
a Maryland corporation

WASHINGTON HOMES, INC. OF VIRGINIA,
a Virginia corporation

DESIGNED CONTRACTS, INC.
a Maryland corporation

HOUSING-HOME SALES, INC.
a Maryland corporation

$15,000,000 REVOLVING ACQUISITION AND DEVELOPMENT LOAN

$3,000,000 LETTER OF CREDIT FACILITY

SECOND AMENDMENT
to
AMENDED AND RESTATED LOAN AGREEMENT
Dated as of January 11, 1994
with
FIRST UNION NATIONAL BANK OF MARYLAND

<PAGE>

SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
(hereinafter called the "Capital Area Loan Agreement"

WHEREAS, the Loan Agreement was amended by a certain First Amendment
to Amended and Restated Loan Agreement dated as of December 15, 1994 ("First
Amendment").

WHEREAS, the Term Loan has been paid in full.

WHEREAS, the entities which comprise Borrower and the Bank desire to
amend the Loan Agreement.

I. The recitals set forth herein above are hereby incorporated herein
by this reference with the same force and effect as if fully hereinafter set
forth.

-2-

<PAGE>

is now or hereafter primarily or secondarily liable under or on account of the
Note given to secure the Loan.

VI. The terms and provisions of the Loan Agreement are hereby
amended as follows:

A. Definitions

-3-

<PAGE>

"Westminster Loan" shall mean that certain $10,000,000 revolving
loan facility from the Bank to Borrower.

B. The Loans

2.01 Revolving Loan.

The following sections are substituted for sections 2.01 (b) and
2.01 (e) and Section 2.01 (f) (xiii) will be added. The balance of Section 2.01
is not changed:

"(e) Limitation on Advances.

-4-
<PAGE>

C. Expenses. Etc. Section 9.03 of the Loan Agreement is
amended by adding the following language:

D. Pull Force and Effect. Except as expressly amended hereby, all
provisions of the Loan Agreement will remain in full force and effect in
accordance with their terms.

[Remainder of page intentionally blank.]

-5-

<PAGE>

ATTEST: WASHINGTON HOMES, INC.,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Assistant Secretary President

[Corporate Seal]

ATTEST: WASHINGTON HOMES, INC., OF VIRGINIA,
a Virginia corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: WESTMINSTER HOMES (CHARLOTTE), INC.,
a North Carolina corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: WESTMINSTER HOMES, INC., (FORMERLY
WESTMINSTER HOMES OF NORTH CAROLINA,
INC.), a North Carolina corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Assistant Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-6-

<PAGE>

ATTEST: THE SOUTHHAMPTON CORPORATION,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: DESIGNED CONTRACTS, INC.,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

ATTEST: HOUSING-HOME SALES, INC.,
a Maryland corporation

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

WH PROPERTIES LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-7-

<PAGE>

POTOMAC KNOLLS A.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS A.3 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS B.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-8-

<PAGE>

POTOMAC KNOLLS B.2 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS B.3 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS B.4 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS D.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-9-

<PAGE>

POTOMAC KNOLLS D.4 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS E.1 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

POTOMAC KNOLLS E.4 LIMITED PARTNERSHIP

ATTEST: By: WH Properties, Inc., a Maryland
corporation, general partner

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (PARK PLACE), INC.
a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-10-

<PAGE>

CONDOMINIUM COMMUNITY (TRUMAN DRIVE),
INC., a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (BOWIE NEW TOWN),
INC., a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (QUAIL RUN), INC.
a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

CONDOMINIUM COMMUNITY (LARGO TOWN), INC.
a Maryland corporation

ATTEST:

/s/ THOMAS CONNELLY /s/ GEATON A. DECESARIS, JR.
- ---------------------------------- By ----------------------------------
Thomas Connelly Geaton A. DeCesaris, Jr.
Secretary President

[Corporate Seal]

[Signatures continue on following page.]

-11-

<PAGE>

FIRST UNION NATIONAL BANK OF MARYLAND

/s/ RONALD J. SANDERS
By -------------------------------
Name RONALD J. SANDERS
Title Vice President

-12-

EXHIBIT 10(i)

First Union National Bank of North Carolina

DEFINED CONTRIBUTION MASTER PLAN
AND
TRUST AGREEMENT

<PAGE>
TABLE OF CONTENTS

ALPHABETICAL LISTING OF DEFINITIONS ......................................... v

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

ARTICLE II, EMPLOYEE PARTICIPANTS
2.01 Eligibility ................................................ 2.01
2.02 Year of Service - Participation ............................ 2.01
2.03 Break in Service - Participation ........................... 2.01
2.04 Participation upon Re-employment ........................... 2 02
2.05 Change in Employee Status .................................. 2.02
2.06 Election Not to Participate ................................ 2.02

<PAGE>

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

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

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

ARTICLE VI, TIME AND METHOD OF PAYMENT OF BENEFITS
6.01 Time of Payment of Accrued Benefit ......................... 6.01
6.02 Method of Payment of Accrued Benefit ....................... 6.03
6.03 Benefit Payment Elections .................................. 6.05
6.04 Annuity Distributions to Participants and Surviving Spouses. 6.06
6.05 Waiver Election - Qualified Joint and Survivor Annuity ..... 6.07
6.06 Waiver Election - Preretirement Survivor Annuity ........... 6.08
6.07 Distributions Under Domestic Relations Orders .............. 6.09

ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
7.01 Information to Committee ................................... 7.01
7.02 No Liability ............................................... 7.02
7.03 Indemnity of Plan Administrator and Committee .............. 7.01
7.04 Employer Direction of Investment ........................... 7.01
7.05 Amendment to Vesting Schedule .............................. 7.01

<PAGE>

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

ARTICLE IX, ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS
9.01 Members' Compensation, Expenses ............................ 9.01
9.02 Term ....................................................... 9.01
9.03 Powers ..................................................... 9.01
9.04 General .................................................... 9.01
9.05 Funding Policy ............................................. 9.02
9.06 Manner of Action ........................................... 9.02
9.07 Authorized Representative .................................. 9.02
9.08 Interested Member .......................................... 9.02
9.09 Individual Accounts ........................................ 9.02
9.10 Value of Participant's Accrued Benefit ..................... 9.02
9.11 Allocation and Distribution of Net Income Gain or Loss ..... 9.03
9.12 Individual Statement ....................................... 9.03
9.13 Account Charged ............................................ 9.03
9.14 Unclaimed Account Procedure ................................ 9.04

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

iii

<PAGE>

ARTICLE XI, PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
11.01 Insurance Benefit .......................................... 11.01
11.02 Limitation on Life Insurance Protection .................... 11.01
11.03 Definitions ................................................ 11.02
11.04 Dividend Plan .............................................. 11.02
11.05 Insurance Company Not a Party to Agreement ................. 11.02
11.06 Insurance Company Not Responsible for Trustee's Actions .... 11.03
11.07 Company Reliance on Trustee's Signature .................... 11.03
11.08 Acquittance ................................................ 11.03
11.09 Duties of Insurance Company ................................ 11.03

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

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

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

ARTICLE A - APPENDIX TO BASIC PLAN DOCUMENT .............................. A-1

ARTICLE B - APPENDIX TO BASIC PLAN DOCUMENT .............................. B-1

<PAGE>

ALPHABETICAL LISTING OF DEFINITIONS

Plan Definition Section Reference
(Page Number)

100% Limitation .............................................. 3.19(1) (3.09)
Account ...................................................... 1.14 (1.05)
Accounting- Date ............................................. 1.20 (1.05)
Accrued Benefit .............................................. 1.15 (1.05)
Actual Deferral Percentage ("ADP") Test ...................... 14.08 (14.06)
Adoption Agreement ........................................... 1.04 (1.01)
Advisory Committee ........................................... 1.06 (1.02)
Annual Addition .............................................. 3.19(a) (3.07)
Average Contribution Percentage Test ......................... 14.09 (14.07)
Beneficiary .................................................. 1.11 (1.03)
Break in Service for Eligibility Purposes .................... 2.03 (2.01)
Break in Service for Vesting purposes ........................ 5.07 (5.03)
Cash-out Distribution ........................................ 5.04 (5.01)
Code ......................................................... 1.25 (1.06)
Code ss.411(d)(6) Protected Benefits ......................... 13.02 (13.01)
Compensation ................................................. 1.12 (1.03)
Compensation for Code ss.4O1(k) Purposes ..................... 14.03(f) (14.02)
Compensation for Code ss.415 Purposes ........................ 3.19(b) (3.07)
Compensation for Top Heavy Purposes .......................... 1.33(B)(3) (1.10)
Contract(s) .................................................. 11.03(c) (11.02)
Custodian Designation ........................................ 10.03[B] (10.02)
Deemed Cash-out Ride ......................................... 5.04(c) (5.02)
Deferral Contributions ....................................... 14.03(g) (14.02)
Deferral Contributions Account ............................... 14.06 (14.04)
Defined Benefit Plan ......................................... 3.19(i) (3.08)
Defined Benefit Plan Fraction ................................ 3.19(j) (3.08)
Defined Contribution Plan .................................... 3.19(h) (3.08)
Defined Contribution Plan Fraction ........................... 3.19(k) (3.09)
Determination Date ........................................... 1.33(B)(7) (1.10)
Disability ................................................... 1.28 (1.07)
Distribution Date ............................................ 6.01 (6.01)
Distribution Restrictions .................................... 14.03(m) (14.03)
Earned Income ................................................ 1.13 (1.05)
Effective Date ............................................... 1.18 (1.05)
Elective Deferrals ........................................... 14.03(h) (14.02)
Elective Transfer ............................................ 13.06(A) (13.02)
Eligible Employee ............................................ 14.03(c) (14.02)
Employee ..................................................... 1.07 (1.02)
Employee Contributions ....................................... 14.03(n) (14.03)
Employer ..................................................... 1.01 (1.01)
Employer Contribution Account ................................ 14.06 (14.04)
Employer for Code ss.415 Purposes ............................ 3.19(c) (3.08)
Employer for Top Heavy Purposes .............................. 1.33(B)(6) (1.10)
Employer Commencement Date ................................... 2.02 (2.01)
ERISA ........................................................ 1.24 (1.06)

<PAGE>

Excess Aggregate Contributions ............................... 14.09 (14.07)
Excess Amount ................................................ 3.19(d) (3.08)
Excess Contributions ......................................... 14.08 (14.06)
Exempt Participant ........................................... 8.01 (8.01)
Forfeiture Break in Service .................................. 5.08 (5.03)
Group Trust Fund ............................................. 10.16 (10.07)
Hardship ..................................................... 6.01(A)(4) (6.02)
Hardship for Code ss.401(k) Purposes ......................... 14.11 (14.10)
Highly Compensated Employee .................................. 1.09 (1.02)
Highly Compensated Group ..................................... 14.03(d) (14.02)
Hour of service .............................................. 1.27 (1.06)
Incidental Insurance Benefits ................................ 11.01 (11.01)
Insurable Participant ........................................ 11.03(d) (11.02)
Investment Manager ........................................... 9.04(i) (9.01)
Issuing Insurance Company .................................... 11.03(b) (11.02)
Joint and Survivor Annuity ................................... 6.04(A) (6.06)
Key Employee ................................................. 1.33(B)(1) (1.10)
Leased Employees ............................................. 1.31 (1.08)
Limitation Year ............................ 1.17 and 3.19(e) (1.05) and (3.08)
Loan Policy .................................................. 9.04(A) (9.02)
Mandatory Contributions ...................................... 14.04 (14.03)
Mandatory Contributions Account .............................. 14.04 (14.03)
Master or Prototype Plan ..................................... 3.19(f) (3.08)
Matching Contributions ....................................... 14.03(i) (14.03)
Maximum Permissible Amount ................................... 3.19(g) (3.08)
Minimum Distribution Incidental Benefit (MDIB) ............... 6.02(A) (6.03)
Multiple Use Limitation ...................................... 14.10 (14.09)
Named Fiduciary .............................................. 10.03[D] (10.04)
Nonelective Contributions .................................... 14.03(j) (14.03)
Nonforfeitable ............................................... 1.16 (1.05)
Nonhighly Compensated Employee ............................... 14.03(b) (14.02)
Nonhighly Compensated Group .................................. 14.03(e) (14.02)
Non-key Employee ............................................. 1.33(B)(2) (1.10)
Nontransferable Annuity ...................................... 1.23 (1.05)
Normal Retirement Age ........................................ 5.01 (5.01)
Owner-Employee ............................................... 1.08 (1.02)
Paired Plans ................................................. 1.34 (1.10)
Participant .................................................. 1.10 (1.03)
Participant Deductible Contributions ......................... 4.02 (4.01)
Participant Forfeiture ....................................... 3.05 (3.03)
Participant Loans ............................................ 10.03[E] (10.05)
Participant Nondeductible Contributions ...................... 4.01 (4.01)
Permissive Aggregation Group ................................. 1.33(B)(5) (1.10)
Plan ......................................................... 1.03 (1.01)
Plan Administrator ........................................... 1.05 (1.02)
Plan Entry Date .............................................. 1.19 (1.05)
Plan Year .................................................... 1.17 (1.05)
Policy ....................................................... 11.03(a) (11.02)
Predecessor Employer ......................................... 1.29 (1.07)
Preretirement Survivor Annuity ............................... 6.04(B) (6.06)
Qualified Domestic Relations ................................. 6.07 (6.09)
Qualified Matching Contributions ............................. 14.03(k) (14.03)

<PAGE>

Qualified Nonelective Contributions .......................... 14.03(l) (14.03)
Qualifying Employer Real Property ............................ 10.03[F] (10.05)
Qualifying Employer Securities ............................... 10.03[F] (10.05)
Related Employers ............................................ 1.30 (1.07)
Re-ed Aggregation Group ...................................... 1.33(B)(4) (1.10)
Re-ed Beginning Date ......................................... 6.01(B) (6.02)
Rollover Contributions ....................................... 4.03 (4.01)
Self-Employed Individual ..................................... 1.08 (1.02)
Service ...................................................... 1.26 (1.06)
Term Life Insurance Contract ................................. 11.03 (11.02)
Top Heavy Minimum Allocation ................................. 3.04(B) (3.01)
Top Heavy Ratio .............................................. 1.33 (1.09)
Trust ........................................................ 1.21 (1.05)
Trustee ...................................................... 1.02 (1.01)
Trustee Designation .......................................... 10.03[A] (10.01)
Trust Fund ................................................... 1.22 (1.05)
Weighted Avenge Allocation Method ............................ 14.12 (14.11)
Year of Service for Eligibility Purposes ..................... 2.02 (2.01)
Year of Service for Vesting Purposes ......................... 5.06 (5.03)

vii

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First Union National Bank of North Carolina
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DEFINED CONTRIBUTION MASER PLAN AND TRUST AGREEMENT
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BASIC PLAN DOCUMENT # 01
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First Union National Bank of North Carolina, in its capacity as Master Plan
Sponsor, establishes this Master Plan Intended to conform to and qualify under
ss.401 and ss.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.

1.01

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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 lndividual)
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 ss.318, and applying the principles of code ss.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 ss.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 ss.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

1.02

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number of officers includible in clause (d) and the relevant Compensation,
consistent with Code ss.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 ss.ss.125, 402(a)(8), 402(h) or 403(b), and contributed by the
Employer, at the Employee's election, to a Code ss.4O1(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.

1.03

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(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 ss.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 willtake 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 ss.ss.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 the
Employee and of any family member aggregated with the Employee under Section
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 consistent and uniform

1.04

<PAGE>

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
ss.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 win 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 ss.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 Employer's 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 m. 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.

1.05

<PAGE>

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 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.
ss.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 irnmediately 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

1.06

<PAGE>

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 rise 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 ss.414(b)), trades or businesses (whether. or
Dot incorporated) which are under common control (as defined in Code ss.414(c))
or an affiliated service group (as defined in Code ss.414(m) or in Code
ss.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.

1.07

<PAGE>

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
ss.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 ss.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 ss.ss.4l4(n) and 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 ss.401(a) and
Code ss.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 ss.401(a)
and Code ss.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.

1.08

<PAGE>

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 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 ss.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 ss.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 l.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 ss.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 ss.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
ss.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 ss.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 ss.415(b)(l)(A) (relating to defined
benefit plans) and is an officer of the Employer; (ii) has Compensation in
excess of the dollar

1.09

<PAGE>

amount prescribed in Code ss.415(c)(1)(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 ss.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 ss.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
ss.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 ss.401(a)(4) or of Code ss.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 ss.401(a)(4)
and of Code ss.410. The Advisory Committee willdetermine 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 Pared Profit Sharing Plan and one Adoption Agreement being a Paired Pension
Plan. A Paired Profit Sharing Plan may include a Code ss.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.

* * * * * * * * * * * * * * *

1.10

<PAGE>

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(13) 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(13) will not
result in the restoration of any Year of Service disregarded under the Break in
Service rule of Section 2.03(A).

2.01

<PAGE>

2.04 PARTICIPATION UPON RE-EMPLOYMENT. A Participant whose employment with
the Employer terminates will re-enter the Plan as a Participant on the date of
his re-employment, 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
re-employment, 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 share 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 re-elects 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 re-elect to participate in the Plan for any Plan Year and
subsequent Plan Years. An Employee or Participant may re-elect 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 re-elects 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 ss.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 Adnnnistrator 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.

2.02

<PAGE>

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.

* * * * * * * * * * * * * * *

2.03

<PAGE>

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 ss.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 Paaticipant tloyed 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.

3.01

<PAGE>

(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 a defined
benefit plan maintained by the Employer which benefits a Key Employee
depends on this Plan to satisfy the antidiscrimation rules of Code
ss.401(a)(4) or the coverage rules of Code ss.410 (or another plan
benefitting 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 ss.401(k) Plan. If the
Employer's Plan is a Standardized Code ss.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 ss.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 ss.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 ss.401(k) or of Code ss.401(m).

3.02

<PAGE>

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)) or for any Key Employee (for purposes of Section
3.04(B)(2)(b)), 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 minim 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 ,inimum
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.

3.03

<PAGE>

(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
benefitting 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 for an Includible
Employee, that Employee will share in the allocation

3.04

<PAGE>

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 ss.401(m), this suspension of accrual requirements applies separately to
the Code ss.401(m) portion of the Plan, and the Advisory Committee will treat an
Employee as benefitting under that portion of the Plan if he is an Eligible
Employee for purposes of the Code ss.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 ss.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 alter 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, alter 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.

3.05

<PAGE>

(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 (as defined in Code ss.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 A 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.

3.06

<PAGE>

[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 ss.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 ss.401(k), excess aggregate
contributions described in Code ss.401(m) and excess deferrals described in
Code ss.4O2(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
ss.415(1)(2)) included as part of a defined benefit plan maintained by the
Employer are Annual Additions. Furthermore, Annual Additions include
contributions paid or accrued alter December 31, 1985, for taxable years
ending after December 31, 1985, attributable to post-retirement medical
benefits allocated to the separate account of a key employee (as defined in
Code ss.419A(d)(3)) under a welfare benefit fund (as defined in Code
ss.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 m, the Advisory Committee will
determine related employers described in Section 1.30 by modifying Code
ss.ss.414(1)) and (c) in accordance with Code ss.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.

3.07

<PAGE>

(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
ss.415(b)(1)(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 m, 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 ss.415(1)(2)) 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
ss.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 ss.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 t and (1) 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 ss.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 ss.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.

3.08

<PAGE>

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 ss.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 ss.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 ss.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.

(1) "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 ss.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 ss.416(h)(2).

* * * * * * * * * * * * * * *

3.09

<PAGE>

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 ss.401(k) Adoption Agreement. If the Employer does not maintain its
Plan under a Code ss.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 ss.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 alter 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 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 alter 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 orinvestment 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 be actually becomes a Participant in the Plan. If the Employee has a
Separation from

4.01

<PAGE>

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).

* * * * * * * * * * * * * * *

4.02

<PAGE>

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 alter 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 + D)) - 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 re-employed 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 ss.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 re-employed Participant's Accrued Benefit under
this paragraph

5.01

<PAGE>

if:

(1) 5 years have elapsed since the Participant's first re-employment 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 Accrual 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 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 re-employed 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
re-employed 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 re-employment
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.

5.02

<PAGE>

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
ss.41l(a)(6)t). 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.

* * * * * * * * * * * * * * *

5.03

<PAGE>

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

6.01

<PAGE>

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 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 be
attained age 70 1/2 and for all subsequent years, the Participant was not a more
than a 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
isApril 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

<PAGE>

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 6.02are 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 ss.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
ss.40l(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 willtreat 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 Tress. Reg. ss.l.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 ss.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

6.03

<PAGE>

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 Contact, the distribution satisfies this Section 6.02(A) if the contract
complies with the requirements of Code ss.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 ss.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. ss.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 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.

6.04

<PAGE>

(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 ss.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(D) 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
ss.401(a)(9) Treasury regulations.

6.05

<PAGE>

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 staring 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.

6.06

<PAGE>

(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 10.03[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 qualified 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 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 ss.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 spouse's 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 irrevoccble, 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.

6.07

<PAGE>

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 (1)) 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 ss.4l4(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 ss.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

6.08

<PAGE>

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 m 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).

* * * * * * * * * * * * * * *

6.09

<PAGE>

ARTICLE VII
EMPLOYER ADMINISTRATIVE 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 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 re-investment 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 re-investment 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

7.01

<PAGE>

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.

* * * * * * * * * * * * * * *

7.02

<PAGE>

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.

8.01

<PAGE>

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 ss.4l4(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 reasonable 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

8.02

<PAGE>

(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 re-examine 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 re-investment 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 Participant's 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 ss.408(m)) as
a deemed distribution to the Participant for Federal income tax purposes.

* * * * * * * * * * * * * * *

8.03

<PAGE>

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 ss.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.

9.01

<PAGE>

(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, letters 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.

9.02

<PAGE>

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
it 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 Ill 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
ss.4O1(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 has 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 has
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

9.03

<PAGE>

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 that 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.

* * * * * * * * * * * * * * *

9.04

<PAGE>

ARTICLE X
CUSTODIAN/TRUSTEE, 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:

(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 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
ss.414(b)) at a reasonable rate of interest or in a common trust fund, as
described in Code ss.584, or in a collective investment fluid, 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 ss.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
inanner, for such considerations and on such terms and conditions as the
Trustee decides.

10.01

<PAGE>

(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.

(1) 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 l.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 fluids 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

10.02

<PAGE>

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
ss.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.

(f) 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.

10.03

<PAGE>

(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 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.

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[B]. 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.

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 re-investment 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 l0.03[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.

10.04

<PAGE>

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 ss.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 ss.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[E] does not impose any restrictions on the class of Participants eligible
for a loan from the Plan.

[F ] Investment in qua1ifying Employer securities and qualifying Employer real
property. The investment options in this Section 10.03[F] 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

<PAGE>

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
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.

10.06

<PAGE>

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 tide 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 tide 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 theperiodic
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
ss.401(a). This authorization applies solely to a group trust fund exempt from
taxation under Code ss.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 fill 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.

10.07

<PAGE>

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
tie in 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 ss.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 ss.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
trust capacity and which conforms to the rules of the Comptroller of the
Currency. The Employer also may appoint as an ancillary tee, 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.

* * * * * * * * * * * * * * *

10.08

<PAGE>

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%
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;

11.01

<PAGE>

(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 contacts 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.

11.02

<PAGE>

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, malt 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.

* * * * * * * * * * * * * * *

11.03

<PAGE>

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 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.

12.01

<PAGE>

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.

* * * * * * * * * * * * * * *

12.02

<PAGE>

ARTICLE XIII
EXCLUSIVE 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 ss.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 ss.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
ss.412(c)(8), and may not reduce or eliminate Code ss.411(4)(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
ss.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
fall 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.

13.01

<PAGE>

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 ss.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 contract
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 ss.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
ss.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;

13.02

<PAGE>

(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 ss.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 ss.401(k)
arrangement, the distribution restrictions of Code ss.ss.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

(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 Participants 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.

13.03

<PAGE>

(B) Distribution restrictions under Code ss.401(k). If the Employer's Plan
includes a Code ss.4O1(k) arrangement or if transferred assets described in
Section 13.06 are subject to the distribution restrictions of Code
ss.ss.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 ss.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.

* * * * * * * * * * * * * * *

13.04

<PAGE>

ARTICLE XIV
CODE ss.401(k) AND CODE ss.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 ss.401(k) Adoption Agreement.

14.02 CODE ss.401(k) ARRANGEMENT. The Employer will elect in Section 3.01 of
its Adoption Agreement the terms of the Code ss.401(k) arrangement, if any,
under the Plan. If the Employer's Plan is a Standardized Plan, the Code
ss.401(k) arrangement must be a salary reduction arrangement. If the Employer's
Plan is a Nonstandardized Plan, the Code ss.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 ss.401(k) arrangement by executing the Adoption Agreement; or (iv) the
effective date of the Code ss.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.

14.01

<PAGE>

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
l.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 ss.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 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 ss.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.

14.02

<PAGE>

(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.

(1) "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 ss.4O1(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 ss.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 ss.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 nonelective 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 ss.401(k)(l0).

(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

14.03

<PAGE>

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 AdoptioncAgreement 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

14.04

<PAGE>

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 nonelective 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.

(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 ss.40l(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.

14.05

<PAGE>

(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 ss.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 we 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 ADPs 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
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 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 nonelective
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 ss.401(k) regulations and the minimum coverage requirements of Code
ss.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 ss.401(k) arrangement maintained by the Employer,
unless the elective deferrals are to an ESOP. If the plans containing the Code
ss.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.

14.06

<PAGE>

(C) Aggregation of certain Code ss.401(k) arrangements. If the Employer treats
two plans as a unit for coverage or nondiscrimination purposes, the Employer
must combine the Code ss.40l(k) arrangements under such plans to determine
whether either plan satisfies the ADP test. This aggregation rule applies to the
ADP 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 Code
ss.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 marching
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 attributable 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 thu 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 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

14.07

<PAGE>

(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 nonelective
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

14.08

<PAGE>

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.

(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 ss.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 ss.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).

14.09

<PAGE>

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 ss.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 ss.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 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
Conttributions 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 14.1l. 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 ss.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 ss.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.

14.10

<PAGE>

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 ss.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.

* * * * * * * * * * * * * * *

14.11

<PAGE>

ARTICLE A
APPENDIX TO PLAN AND TRUST AGREEMENT

This Article is necessary to comply with the Unemployment Compensation
Amendments Act 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 of ten years or more; any distribution to the extent such distribution is
required under Code ss.40l(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 ss.408(a), an individual retirement annuity
described in Code ss.408(b), an annuity plan described in Code ss.403(a), or a
qualified trust described in Code ss.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 ss.4l4(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.

A-1

<PAGE>

ARTICLE B
APPENDIX TO BASIC PLAN DOCUMENT

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 period 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.

B-1

<PAGE>

ADOPTION AGREEMENT #005
NONSTANDARDIZED CODE ss.401(k) PROFIT SHARING PLAN

The undersigned, Washington Homes. Inc. ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the First Union
National Bank of North Carolina 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 Washington
Homes. Inc. 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) through (g))

[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 ss.911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code ss.861(a)(3)).

[ ] (d) Commission Salesmen.

[ ] (e) Any Employee compensated on a salaried basis.

[ ] (f) Any Employee compensated on an hourly basis.

[ ] (g) (Specify) _________________________________.

Leased Employees. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (I))

[ ] (h) Not eligible to participate in the Plan.

[X] (i) Eligible to participate in the Plan, unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07.

<PAGE>

Related Employers. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[X] (j) No other related group member's Employees are eligible to participate
in the Plan.

[ ] (k) The following nonparticipating related group member's Employees are
eligible to participate in the Plan unless excluded by reason of an
exclusion classification elected under this Adoption Agreement
Section 1.07: _____________________________________.

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.

Modifications to Compensation definition. (Choose (c) or at least one of (d)
through (j))

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

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

[ ] (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.

[ ] (f) The Plan excludes bonuses.

[ ] (g) The Plan excludes overtime.

[ ] (h) The Plan excludes Commissions.

[ ] (i) Compensation will not include Compensation from a related
employer (as defined in Section 1.30 of the Plan) that has not
executed a Participation Agreement in this Plan unless, pursuant to
Adoption Agreement Section 1.07, the Employees of that related
employer are eligible to participate in this Plan.

[ ] (j) (Specify)_____________________________________________________________.

If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

Special definition for matching contributions. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

[X] (k) Compensation as defined in this Adoption Agreement Section 1.12.

[ ] (l) (Specify) ____________________________________________________________.

<PAGE>

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 (m) or at least one of (n) or (o), if applicable)

[X] (m) No exceptions.

[ ] (n) 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)

[ ] (o) (Specify)

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

[X] (a) The 12 consecutive month period ending every July 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 August 1.1995.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established August 1.1988. [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.

[ ] (1)) 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.

<PAGE>

[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): Richter-Dial .
Service with the designated predecessor employer(s) applies: (Choose at least
one of (a) or (b); (c) is available only in addition to (a) or(b))

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

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

[ ] (c) Except the following Service: _____________________________.

[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 is a Participant in the Plan
and also participates in a plan maintained by the leasing organization: (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, if any, under the
leasing organization's plan.

[X] (b) The Advisory Committee will reduce a 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 leasing organization's plan, but only to the
extent that allocation is attributable to the Leased Employee's
service provided to the Employer. The leasing organization's plan:

[X] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.

[ ] (2) Must satisfy the features and, if a defined benefit
plan, the method of reduction described in an addendum to
this Adoption Agreement, numbered 1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS'S

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; (c) is
optional as an additional election)

[X] (a) Attainment of age 21 (specify age, not exceeding 21).

[X] (b) Service requirement. (Choose one of (1) through (3))

[X] (1) One Year of Service.

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

[ ] (3) One Hour of Service.

<PAGE>

[ ] (c) Special requirements for non-4Ol(k) portion of plan. (Make elections
under (1) and under (2))

(1) The requirements of this Option (c) apply to participation in: (Choose
at least one of (i) through (iii))

[ ] (i) The allocation of Employer nonelective contributions and
Participant forfeitures.

[ ] (ii) The allocation of Employer matching contributions (including
forfeitures allocated as matching contributions).

[ ] (iii) The allocation of Employer qualified nonelective
contributions.

(2) For participation in the allocations described in (1), the eligibility
conditions are: (Choose at least one of (i) through (iv))

[ ] (i) - (one or two) Year(s) of Service, without an intervening
Break in Service (as described in Section 2.03 (A) of the Plan) if the
requirement is two Years of Service.

[ ] (ii) - months (not exceeding 24) following the Employee's
Employment Commencement Date.

[ ] (iii) One Hour of Service.

[ ] (iv) Attainment of age (Specify age, not exceeding 21).

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or(f)

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

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

[X] (f) (Specify entry dates) The first day of the Plan Year. and the first day
of the fourth. seventh and tenth month of the Plan Year.

Time of Participation. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))

[X] (g) immediately following

[ ] (h) immediately preceding

[ ] (I) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(I) with the Plan Entry Date selection in (d), (e) or (f). 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 ss.410(a); or (2) 6
months after the date the Employee completes those requirements.)

<PAGE>

Dual eligibility. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))

[X] (j) All Employees of the Employer, except: (Choose (1) or (2))

[ ] (1) No exceptions.

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

[ ] (k) 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), (2) or (3))

[ ] (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
ss.401(k) arrangement under this Plan is one Year of Service for Plan
Years beginning after December 31,1988. [For restated plans only]

[ ] (3) (Specify)

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

[X] (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>

2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

[X] (a) Does not permit an eligible Employee or a Participant to elect not to
participate.

[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following rules:
(Complete (1), (2), (3) and (4))

(1) An election is effective for a Plan Year if filed no later than
_____________________________

(2) An election not to participate must be effective for at least _ Plan
Year(s).

(3) Following a re-election to participate, the Employee or Participant:

[ ] (i) May not again elect not to participate for any subsequent Plan
Year.

[ ] (ii) May again elect not to participate, but not earlier than the
__________ Plan Year following the Plan Year in which the re-election
first was effective.

(4) (Specify) __________________________________________ [Insert "N/A " if
no other rules apply].

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 (Codess.401(k) arrangement).
(Choose (1) or (2) or both)

[X] (1) Salary reduction 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.

[ ] (2) Cash or deferred arrangement. The Employer will contribute on
behalf of each Participant the portion of the Participant's
proportionate share of the cash or deferred contribution which he
has not elected to receive in cash. See Section 14.02 of the Plan.
The Employer's cash or deferred contribution is the amount the
Employer may from time to time deem advisable which the Employer
designates as a cash or deferred contribution prior to making that
contribution to the Trust.

[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.

[X] (d) Nonelective contributions. (Choose any combination of (1) through (4))

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

<PAGE>

[ ] (2) The amount (or additional amount) the Employer may from time to
time deem advisable, separately determined for each of the following
classifications of Participants: (Choose (i) or (ii))

[ ] (i) Nonhighly Compensated Employees and Highly Compensated Employees.
[ ] (ii) (Specify classifications)

Under this Option (2), the Advisory Committee will allocate the amount
contributed for each Participant classification in accordance with Part II
of Adoption Agreement Section 3.04, as if the Participants in that
classification were the only Participants in the Plan.

[ ] (3) % 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%.]

[ ] (4) % 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)

[ ] (1) Cash or deferred contributions described in Option (a)(2).
[ ] (2) Matching contributions described in Option (1)), except:
[ ] (3) Qualified nonelective contributions described in Option (c).
[ ] (4) Nonelective contributions described in Option (d).

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the

<PAGE>

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 N/A. [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 (11) through (1)]Matching contribution formula. [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

[X] (h) Amount of matching contributions. For each Plan Year, the
Employer's matching contribution is: (Choose any combination of (1), (2),
(3), (4) and (5))

[X] (1) An amount equal to 30% of each Participant's eligible contributions
for the Plan Year. [ ] (2) An amount equal to ___% of each Participant's
first tier of eligible contributions for the Plan Year, plus the following
matching percentage(s) for the following subsequent tiers of eligible
contributions for the Plan_________________________________

[ ] (3) Discretionary formula.

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

[ ] (4) An amount equal to the following percentage of each Participant's
eligible contributions for the Plan Year, based on the Participant's Years
of Service:

Number of Years of Service Matching Percentage
----- -----
----- -----
----- -----
----- -----

<PAGE>

The Advisory Committee will apply this formula by determining Years of
Service as follows:

[X] (5) A Participant's matching contributions may not: (Choose (i) or(ii))
[X] (i) Exceed $1,000
[ ] (ii) Be less than __________________________________

Related Employers. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the related employers may elect different
matching contribution formulas by attaching to the Adoption Agreement a
separately completed copy of this Part II. Note: Separate matching
contribution formulas create separate current benefit structures that must
satisfy the minimum participation test of Code ss.401(a) (26).]

[X] (i) Definition of eligible contributions. Subject to the requirements
of Option (j), the term "eligible contributions" means: (Choose any
combination of (1) through (3))

[X] (1) Salary reduction contributions.
[ ] (2) Cash or deferred contributions (including any part of the
Participant's proportionate share of the cash or deferred contribution
which the Employer defers without the Participant's election).

[ ] (3) Participant mandatory contributions, as designated in Adoption
Agreement Section 4.01. See Section 14.04 of the Plan.

[X] (j) Amount of eligible contributions taken into account. When
determining a Participant's eligible contributions taken into account under
the matching contributions formula(s), the following rules apply: (Choose
any combination of (1) through (4))

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

[X] (2) The Advisory Committee will disregard eligible contributions
exceeding $3.333 .33.
------ --

[ ] (3) The Advisory Committee will treat as the first tier of eligible
contributions, an amount not exceeding:

The subsequent tiers of eligible contributions are: ______________________

[ ] (4) (Specify) ____________________________________________

Part III. (Options (k) and (l)]. Special rules for Code ss.4O1(k)
Arrangement. (Choose (k) or (1), or both, as applicable) [X] (k) 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))

(l) Limitation on amount. The Employee's salary reduction contributions:
(Choose (i) or at least one of (ii) or (iii))

<PAGE>

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

[ ] (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.

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

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

[X] (iv) (Specify, but must be at least once per Plan Year) on anv dav of
the month. (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.

[ ] (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.

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

[ ] (iv) (Specify, but must permit an increase or a decrease at least once
per Plan Year) -

[ ] (i) Cash or deferred contributions. For each Plan Year for which the
Employer makes a designated cash or deferred contribution, a Participant
may elect to receive directly in cash not more than the following portion
(or, if less, the 402(g) limitation described in Section 14.07 of the Plan)
of his proportionate share of that cash or deferred contribution: (Choose
(1) or (2))

[ ] (1) All or any portion.

<PAGE>

[ ] (2) __________________

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 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] 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: as of
each day payroll funds are deposited by the Trustee..

[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: as of each day payroll
funds are deposited by the Trustee.

[X] (d) Designated Qualified Nonelective Contributions - Definition of
Participant. For purposes of allocating the designated qualified
nonelective contribution, "Participant" means: (Choose (1), (2) or (3) []
(1) All Participants. [X] (2) Participants who are Nonhighly Compensated
Employees for the Plan Year. [] (3) (Specify)
______________________________________

Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (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 allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include any
exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

[X] (e) Nonintegrated Allocation Formula. (Choose (1) or (2))

[X] (1) 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.

<PAGE>

[ ] (2) 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. For purposes of this Option (2), "Participant" means, in
addition to a Participant who satisfies the requirements of Section 3.06
for the Plan Year, any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's allocation will
not exceed 3% of his Compensation for the Plan Year.

[ ] (f) Two-Tiered Integrated Allocation Formula - Maximum Disparity.
First, the Advisory Committee will allocate the annual Employer 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 Employer 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). Solely for
purposes of the allocation in this first paragraph, "Participant"' means,
in addition to a Participant who satisfies the requirements of Section 3.06
for the Plan Year: (Choose (1) or (2))

[ ] (1) No other Participant.

[ ](2) Any other Participant entitled to a top heavy minimum allocation
under Section 3.04(B), but such Participant's allocation under this Option
(g) will not exceed 3 % of his Compensation for the Plan Year.

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

<PAGE>

Employer 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. Solely for purposes of this first tier
allocation, a "Participant" means, in addition to any Participant who
satisfies the requirements of Section 3.06 for the Plan Year, any other
Participant entitled to a top heavy minimum allocation under Section
3.04(B) of the Plan.

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.

As a third tier allocation, the Advisory Committee will allocate the annual
Employer 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 (t for Option (11)
-------------------------------- ----------------------- --------------
100% 5.7% 2.7% More than 80% but less than 100% 54% 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%

<PAGE>

[ ] (j) Allocation offset. The Advisory Committee will reduce a
Participant's allocation otherwise made under Part II of this Section 3.04
by the Participant's allocation under the following qualified plan(s)
maintained by the Employer:

The Advisory Committee will determine this allocation reduction: (Choose
(1) or (2))

[ ] (1) By treating the term "nonelective contribution" as including all
amounts paid or accrued by the Employer during the Plan Year to the
qualified plan(s) referenced under this Option (j). If a Participant under
this Plan also participates in that other plan, the Advisory Committee will
treat the amount the Employer contributes for or during a Plan Year on
behalf of a particular Participant under such other plan as an amount
allocated under this Plan to that Participant's Account for that Plan Year.
The Advisory Committee will make the computation of allocation required
under the immediately preceding sentence before making any allocation of
nonelective contributions under this Section 3.04.

[ ](2) In accordance with the formula provided in an addendum to this
Adoption Agreement, numbered 3.04(j).

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 (k) or
(l))

[X] (k) 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.

[ ] (1) The Employer will satisfy the top heavy minimum allocation under
the following plan(s) it maintains:
_______________________________________. 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
other plan(s) designated in this Option (1). See Section 3.04(B)(7)(1,) of
the Plan.

If the Employer maintains another 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 ss.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 nonelective contributions (and forfeitures treated as nonelective
contributions) to each Participant in the Plan, in accordance with the
elections in this Adoption Agreement Section 3.04: (Choose (m) or (n))

[ ] (m) Without regard to which contributing related group member employs
the Participant.

<PAGE>

[X] (n) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than one
contributing Employer, the Advisory Committee will determine the
allocations under this Adoption Agreement Section 3.04 by prorating among
the participating Employers the Participant's Compensation and, if
applicable, the Participant's Integration Level under Option (i).

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.

[X] (1)) To reduce the Employer matching contributions and nonelective
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.

[ ] (c) To the extent attributable to matching contributions: (Choose (1),
(2) or (3))

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

[ ] (2) First to reduce Employer matching contributions for the Plan Year:
(Choose (i) or (ii))

[ ] (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.

<PAGE>

[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 cash or deferred contribution, 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.

Accrual Requirements. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if
any, for the Plan Year, a Participant must satisfy the conditions described
in the following elections: (Choose (c) or at least one of (d) through (t)

[ ] (c) Safe harbor rule. 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 is not employed by
the Employer on the last day of the Plan Year, the Participant must
complete at least 501 Hours of Service during the Plan Year.

[X] (d) Hours of Service condition. The Participant must complete the
following minimum number of Hours of Service during the Plan Year: (Choose
at least one of (1) through (5))

[X] (1) 1,000 Hours of Service.

[ ] (2) (Specify, but the number of Hours of Service may not exceed 1,000)
---------------

[X] (3) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose (i), (ii) or (iii))

[X] (i) Death.

[X] (ii) Disability.

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

<PAGE>

[ ] (4) Hours of Service (not exceeding 1,000) if the Participant
terminates employment with the Employer during the Plan Year, subject to
any election in Option (3).

[X] (5) No Hour of Service requirement for an allocation of the following
contributions: Employer Matching Contribution.

[X] (e) Employment condition. The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of whether he
satisfies any Hours of Service condition under Option (d), with the
following exceptions: (Choose (1) or at least one of (2) through (5)) []
(1) No exceptions. [X] (2) Termination of employment because of death. [X]
(3) Termination of employment because of disability. [X] (4) Termination of
employment following attainment of Normal Retirement Age. [X] (5) No
employment condition for the following contributions: Employer Matching
Contributions.

[ ] (f) (Specify other conditions, if applicable):
_________________________________________

Suspension of Accrual Requirements. The suspension of accrual requirements
of Section 3.06(E) of the Plan: (Choose (g), (h)or (i)) [X] (g) Applies to
the Employer's Plan.

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

[ ] (i) Applies in modified form to the Employer's Plan, as described in an
addendum to this Adoption Agreement, numbered Section 3.06(E).

<PAGE>

Special accrual requirements for matching contributions. If the Plan
allocates matching contributions on two or more allocation dates for a Plan
Year, the Advisory Committee, unless otherwise specified in Option (1),
will apply any Hours of Service condition by dividing the required Hours of
Service on a prorata basis to the allocation periods included in that Plan
Year. Furthermore, a Participant who satisfies the conditions described in
this Adoption Agreement Section 3.06 will receive an allocation of matching
contributions (and forfeitures treated as matching contributions) only if
the Participant satisfies the following additional condition(s): (Choose(j)
or at least one of (k) or (l))

[X] (j) No additional conditions.

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

[ ] (1) All matching contributions.

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

[ ] (1) (Specify)

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 ss.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 ss.415).

[X] (b) The total Excess Amount.

[ ] (c) None of the Excess Amount.

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

<PAGE>

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.]

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 (c) or at least one of (d)
or (e))

[ ] (c) No modifications.

[ ] (d) For Non-Key Employees participating only in this Plan, the top
heavy minimum allocation is the minimum allocation described in Section
3.04(B) determined by substituting % (not less than 4%) for "3%," except:
(Choose (i) or (ii))

[ ] (i) No exceptions.

[ ] (ii) Plan Years in which the top heavy ratio exceeds 90%.

[ ] (e) For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose (1) or (2))

(1) 5% of Compensation (as determined under Section 3.04(B) or the Plan)
irrespective of the contribution rate of any Key Employee, except: (Choose
(i) or (ii))

[ ] (i) No exceptions.

[ ] (ii) Substituting "7 1/2 %" for "5% "if the top heavy ratio does not
exceed 90%.

[ ] (2) 0%. [Note: The Employer may not select this Option (2) unless the
defined benefit plan satisfies the top heavy minimum benefit requirements
of Code ss.416 for these Non- Key Employees.]

Actuarial Assumptions for Top Heavy Calculation. 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:

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 ss.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);
(c) is available only with (b))

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

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

[ ] (c) The following portion of the Participant's nondeductible
contributions for the Plan Year are mandatory contributions under Option
(i)(3) of Adoption Agreement Section 3.01: (Choose U) or (2))

<PAGE>

[ ](1) The amount which is not less than: ------------ [] (2) The amount
which is not greater than: ___________________________

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 (d) or (e))

[ ] (d) No other allocation dates.

[ ] (e) (Specify) _________________________________________

As of an allocation date, the Advisory Committee will credit all
nondeductible contributions made for the relevant allocation period. Unless
otherwise specified in (e), 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.

4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his
Separation from Service: (Choose (a) or at least one of (b) through (d))

[ ] (a) No distribution options prior to Separation from Service.

[ ] (b) The same distribution options applicable to the Deferral
Contributions Account prior to the Participant's Separation from Service,
as elected in Adoption Agreement Section 6.03.

[ ] (c) Until he retires, the Participant has a continuing election to
receive all or any portion of his Mandatory Contributions Account if:
(Choose (1) or at least one of (2) through (4))

[ ] (1) No conditions.

[ ] (2) The mandatory contributions have accumulated for at least __ Plan
Years since the Plan Year for which contributed.

[ ] (3) The Participant suspends making nondeductible contributions for a
period of -months.

[ ] (4) (specify)

[ ] (d) (Specify)

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose
(a) or (b)) [ ] (a) [State age, but may not exceed age 65].

[X] (1) The later of the date the Participant attains 55 years of age or
the 5th 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 (1)) and (c))

[ ] (a) Does not apply.
[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/Mandatory Contributions
Account. A Participant has a 100% Nonforfeitable interest at all times in
his Deferral Contributions Account, his Qualified Matching Contributions
Account, his Qualified Nonelective Contributions Account and in his
Mandatory 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. [Note: The
Employer must elect Option (a) if the eligibility conditions under Adoption
Agreement Section 2.01(c) require 2 years of service or more than 12 months
of employment.]

[X] (1,) Graduated Vesting Schedules. Top Heavy Schedule Non Top Heavy
Schedule mandatory) (Optional) Years of Nonforfeitable Years of
Nonforfeitable Service Percentage Service Percentage ------- ----------
------- ---------- Less than 1 0% Less than 1 0% 1 10% 1 10% 2 40% 2 40% 3
60% 3 60% 4 80% 4 80% 5 100% 5 100% 6 or more 100% 6 100% 7 or more 100% []
(c) Special vesting election for Regular Matching Contributions Account. In
lieu of the election under Options (a) or (1)), 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.

<PAGE>

[ ] (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 ss.416. The Employer, at its option,
may complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must
satisfy Code ss.411(a)(2). Also see Section 7.O5 of the Plan.]

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

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

[X] (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.

Life Insurance Investments. The Participant's Accrued Benefit attributable
to insurance contracts purchased on his behalf under Article XI is: (Choose
(g) or (h))

[X] (g) Subject to the vesting election under Options (a), (b) or (c).

[ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting
election under Options (b) or (c)(2).

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

<PAGE>

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)
through (e))

[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.]

[ ] (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.

[ ] (e) Any Year of Service earned prior to the effective date of ERISA if
the Plan would have disregarded that Year of Service on account of an
Employee's Separation from Service under a Plan provision in effect and
adopted before January 1, 1974.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits. The elections under this Article VI
may not eliminate Code ss.41 l(d)(6) protected benefits. To the extent the
elections would eliminate a Code ss.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 the first day
of each month. [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), (d) or (e))

<PAGE>

[ ] (a) of the ___________________ Plan Year beginning after the
Participant's Separation from Service.

[X] (b) As soon as administratively feasible 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.

[ ] (e) (Specify)

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is:
(Choose (f), (g) or (h))

[ ] (f) after the Participant terminates employment because of disability.

[X] (g) The same as if the Participant had terminated employment without
disability.

[ ] (h) (Specify)

Hardship. (Choose (i) or (ii))

[ ] (i) The Plan does not permit a hardship distribution to a Participant
who has separated from Service.

[ ] (j) 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), (2) or (3)) [] (1) Section 6.01(A)(4) of the Plan.
[] (2) Section 14.11 of the Plan. [] (3) The addendum to this Adoption
Agreement, numbered Section 6.01.

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 (k), (1) or (m))

[X] (k) 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.

[ ] (l) 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.

<PAGE>

[ ] (m) (Specify) ___________________________________________________

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 at least one of (b), (c), (d) and (e))

[ ] (a) No modifications.

[ ] (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available:

[ ] (c) An installment distribution: (Choose (1) or at least one of (2) or
(3))

[ ] (1) Is not available under the Plan.

[ ] (2) May not exceed the lesser of_____ years or the maximum period
permitted under Section 6.02.

[ ] (3)(Specify)_____________________________________________.

[X] (d) The Plan permits the following annuity options: Joint and survivor
annuity option for married participants 75% or 100% annuity option for
married participants: or a life annuity for unmarried participants.

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(d).]

[ ] (e) If the Plan invests in qualifying Employer securities, as described
in Section 10.03(F), a Participant eligible to elect distribution under
Section 6.03 may elect to receive that distribution in Employer securities
only in accordance with the provisions of the addendum to this Adoption
Agreement, numbered 6.02(e).

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 at least one of (a) through (c))

[ ] (a) As of any distribution date, but not earlier than
_________________________ of the _________ Plan Year beginning after the
Participant's Separation from Service.

[X] (b) As of the following date(s): (Choose at least one of Options (1)
through (6))

[ ] (1) 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 with
the Employer.

[ ] (3) Any distribution date in the __________ Plan Year(s) beginning
after his Separation

<PAGE>

from Service.

[ ] (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).

[ ] (6) (Specify)_________________________________________________________
-------.

[ ] [] (Specify)_______________________________________________________ The
distribution events described in the election(s) made under Options (a),
(b)or (c) apply equally to all Accounts maintained for the Participant
unless otherwise specified in Option (c).

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 (d) or
at least one of (e) through (h))

[ ] (d) No distribution options prior to Separation from Service.

[X] (e) 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.]

[ ] (f) 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.)

[ ] (g) Hardship. A Participant may elect a hardship distribution prior to
his Separation from Service in accordance with the hardship distribution
policy: (Choose (1), (2) or (3); (4) is available only as an additional
option) [] (1) Under Section 6.01(A)(4) of the Plan. [] (2) Under Section
14.11 of the Plan. [] (3) Provided in the addendum to this Adoption
Agreement, numbered Section 6.03. [] (4) In no event may a Participant
receive a hardship distribution before he is at least -_% vested in these
Accounts. [Note: If the percentage in the blank is less than 100%, see the
special vesting formula in Section S. 03.]

[ ] (h) (Specify)

[Note: The Employer may use an addendum, numbered 6.03, to provide
additional language authorized by Options (b)(6), (c), (g)(3) or (h) of
this Adoption Agreement Section 6.03.]

<PAGE>

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 (i) or at least one of (j) through (l))

[ ] (i) No distribution options prior to Separation from Service.

[X] (b) 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 59.5 (at least 59-1/2) . [X] (k) Hardship. A Participant, prior
to his Separation from Service, may elect a hardship distribution from his
Deferral Contributions Account in accordance with the hardship distribution
policy under Section 14.11 of the Plan.

[ ] (1) (Specify) ___________ [Note: Option (1) may not permit in service
distributions prior to age 59 1/2 (other than hardship) and may not modify
the hardship policy described in Section 14.11.]

Sale of trade or business/subsidiary. If the Employer sells substantially
all of the assets (within the meaning of Code ss.409(d)(2)) used in a trade
or business or sells a subsidiary (within the meaning of Code
ss.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 (m) or (n))

[ ] (m) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.

[X] (n) As if he has a Separation from Service. After March 31, 1988, a
distribution authorized solely by reason of this Option (n) must constitute
a lump sum distribution, determined in a manner consistent with Code
ss.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))

[ ] (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).

[X] (1)) 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), (b) or (c))

<PAGE>

[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. [] (c) (Specify)

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:
(Complete 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), (4) or (5))

[] (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.

[X] (4) Treat as part of the relevant Account at the beginning of the
valuation period 100% of the salary reduction contributions: (Choose (i) or
(ii))

[X] (i) made during that valuation period.

[] (ii) made by the following specified time: ______________________

[] (5) Apply the allocation method described in the addendum to this
Adoption Agreement numbered 9.11(a).

[X] (b) For matching contributions, the Advisory Committee will: (Choose
(1), (2), (3) or (4))

[] (1) Apply Section 9.11 without modification.

[] (2) Use the weighted average method described in Section
14.12, based on a _____ _______ weighting period.

[X] (3) Treat as part of the relevant Account at the beginning of
the valuation period 100% of the matching contributions
allocated during the valuation period.

[] (4) Apply the allocation method described in the addendum to this
Adoption Agreement numbered 9.11(b).

[] (c) For Participant nondeductible contributions, the Advisory Committee
will: (Choose (1), (2), (3), (4) or (5))

[] (1) Apply Section 9.11 without modification.

[] (2) Use the segregated account approach described in Section 14.12.

<PAGE>

[] (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: _______________________________

[] (5) Apply the allocation method described in the addendum to this
Adoption Agreement numbered 9.11(c).

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.03 INVESTMENT POWERS. Pursuant to Section 10.03 [F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

[] (a) May not exceed 10% of Plan assets.

[X] (b) May not exceed 100% of Plan assets. [Note: The percentage may not
exceed 100%.]

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.

[X] (b) (Specify) as of each day in which the financial markets are open

<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 Tar Reform Act of 1986, if
applicable.]

[X] (b) Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning
after July 31.1995.

[] (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 _____________

[X] (e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after July 31.1995.

[] (f) Employment condition. The employment condition of Section 3.06 is
effective for Plan Years beginning after _____________

<PAGE>

[] (g) 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.]

[] (h) Vesting Schedule. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning after
______________

[X] (i) Allocation of Earnings. The special allocation provisions elected
under Adoption Agreement Section 9.11 are effective for Plan Years
beginning after July 31.1995.

[] (j) (Specify)

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>

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: --

2. The undersigned Employer's adoption of this Plan constitutes: [ ] (a)
The adoption of a new plan by the Participating Employer. [Washington
Homes, Inc.] (a) The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as _____________, and
having an original effective date of _

Dated this __ of __________________, 19______________

Name of Participating Employer:_______

Signed:_____________________

Participating Employer's EIN:______________

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer:____________________________

Accepted:____________
[Date] Signed:______________________________

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 13
----------

WASHINGTON HOMES

-------------
1 9 9 6

ANNUAL REPORT

<PAGE>

Expansion Markets

By delivering affordable, well-built homes to homebuyers whose needs we
understand, Washington Homes has become a leading builder in the
Washington/Baltimore metropolitan area. Through Westminster Homes, its wholly
owned subsidiary, the Company has pursued a successful strategy of geographic
expansion into the Southeast. Today, Washington Homes helps bring the American
Dream of home ownership to 59 communities in Maryland, Virginia, North Carolina,
Tennessee, and Pennsylvania. Geographic expansion continues to pay off for the
Company and our shareholder. In fiscal 1996, the number of delivered homes by
Westminster Homes increased 34%, reducing our reliance on the Washington market
to only 62% of overall deliveries. Our long-term goal is to achieve a 50% split
between the Company's core Washington operation and other geographic locations.

[Captions for maps:]

Tennessee

With a 39% three-year growth in its housing market, Nashville was an ideal
expansion market for Washington Homes. In March 1996, the Company began
operations there, entering into option contracts to acquire 770 building lots in
7 communities, and initiating marketing efforts in 6 of these communities.

North Carolina

With new orders and deliveries increasing rapidly in Raleigh and Greensboro, the
Company targeted Charotte -- ranked the nation's top market for building home
equity in a recent Harvard University study -- as a natural next move.
Westminster Homes now controls over 400 lots in Charlotte and will open for
sales in 4 communities there by fall of 1996.

Pennsylvania

Although Washington Homes has had a presence in Pittsburgh for some time, the
Company recently stepped up operations there, increasing the number of lots in
controls to over 400. By fiscal year end, the Company will be selling new homes
in 6 Pittsburgh communities.

Note: 'US Housing Markets' has ranked the top 25 metropolitan areas according to
projections for total residential permits expected in 1996. Washington ranks
5th, Raleigh-Durham 13th, Charlotte 15th, and Nashville 22nd.

[Inside front cover]

<PAGE>

Washington Homes, Inc. Selected Financial Data
- --------------------------------------------------------------------------------
Years Ended July 31, In Thousands, Except Per Share Amounts and Number of Homes

Statement of Operations 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total revenues $175,025 $183,485 $143,240 $134,125 $118,931

Gross profit 33,829 36,428 29,761 29,626 27,043

Earnings before interest and taxes 11,240 13,520 10,006 14,722 13,010

Total interest and finance expense 4,771 4,921 2,874 3,219 9,461

Net earnings from operations 3,747 5,045 4,426 7,006 3,296

Earnings per common share 0.47 0.64 0.56 1.23 4.16

Dividends per common share -- 0.05 0.20 0.05 --

Selected Operating Data
- -------------------------------------------------------------------------------------------------------
Number of homes delivered 1,087 1,167 991 960 862

Number of net new orders 1,127 1,124 1,024 1,009 916

Number of homes in backlog at end of period 601 561 604 571 522

Balance Sheet Data
- -------------------------------------------------------------------------------------------------------

Cash 15,384 15,111 20,076 22,882 12,430

Residential inventories 125,033 119,652 118,379 69,162 63,455

Total assets 170,227 164,063 166,025 116,226 96,897

Notes and loans payable 74,282 72,608 76,832 29,280 45,957

Shareholders' equity 67,769 64,022 59,374 56,536 23,913
</TABLE>

- ---------------------- ------------------------ ----------------------
Total Revenues Earnings Before Interest Shareholders' Equity
In Millions of Dollars and Taxes In Millions of Dollars
In Millions at Dollars

[GRAPH BELOW]

-----
1
<PAGE>

Letter to Shareholders
- --------------------------------------------------------------------------------

Dear Fellow Shareholders:

Fiscal 1996 did not yield the results we had anticipated when the year began in
August 1995. Yet despite decreased revenues and profitability, 1996 offered some
positive signs of things to come. We made great strides toward geographic
diversification and toward the goals of our five-year business plan Vision 2000.
We are working hard to turn the challenges we faced in 1996 into successes for
the coming years.

Fiscal 1996 Results

Total revenues decreased from $183.5 million to $175.0 million, and net income
decreased to $3.7 million, or $.47 per share, from $5.0 million, or $.64 per
share in fiscal 1995. Net income from land sales declined to $172,000, or $.02
per share, from $900,000, or $.11 per share, the prior year. We delivered 1,087
new homes compared to 1,167 in fiscal 1995. Net new orders were flat at 1,127,
compared to 1,124 the previous year. However, our year-end backlog of sold homes
awaiting delivery increased to 601 homes, valued at $97.6 million, up from 561
units, valued at $91.1 million at July 31, 1995.

Geographic Expansion

We believe that geographic diversification is essential to the Company's future,
but pursuing this goal requires a substantial commitment of up-front resources.
Fiscal 1996 is a case in point.

The Company acquired the land position of a local builder in Nashville,
Tennessee; we started operations in Charlotte, North Carolina; and we increased
our commitment to the Pittsburgh market. We did not acquire a sales backlog or
work in process in any of these expansion areas. Getting our models built and
open in each new market took longer than expected; consequently, the Company
carried increased overhead without corresponding closings. Only 32 homes were
delivered in these markets, well short of expectations, resulting in operating
losses. We are now close to completing model homes, and currently have 48 homes
in backlog in these three markets. By fall 1996, we anticipate being open in at
least five communities each in Nashville, Charlotte, and Pittsburgh, and we
expect 180 deliveries in these markets in fiscal 1997.

Core Washington Market

New orders in Washington declined during fiscal 1996 to 664 from 750 in 1995;
deliveries declined to 677 from 857; and year-end backlog decreased to 411 from
424. The Washington market remains highly competitive, with our competition
still trading off gross profit margins for higher delivery volumes. Last year, I
stated my belief that other builders were running out of steam and that we
should not have to adjust pricing and gross profit margins to remain
competitive. Our strategy has changed to address marketplace realities. Since
June 1996, we have focused less on maintaining high margins and more on
maximizing inventory turnover. This strategy should lead to more sales but lower
margins until the market rationalizes itself.

We are carrying $71 million in land, both finished lots and land under
development, in the Washington market and are looking forward to turn it as
rapidly as possible. Because of our disproportionately higher deliveries in
North Carolina, our overall gross profit margins actually increased in fiscal
1996 to 20% from 19.8%. However, our gross profit margins in Washington have
decreased slightly.

Because of more favorable market conditions, we have not had to significantly
adjust pricing in our Raleigh or Greensboro operations.

Land Position

In 1996, we sold off $5 million in land to third parties at moderate profits. It
will be difficult to reduce the total dollars invested in land as we continue
our investment (approximately $10 million in fiscal 1996) in developing our
existing land position. Our goal is to finish each coming year with our
development communities closer to buildout, and to reallocate capital to newer,
more favorable markets.

At the end of fiscal 1995, we controlled 7,100 building lots -5,700 in the
Washington market. By the end of fiscal 1996, we controlled 8,000 lots, with
only 4,800 in Washington.

To further reduce our investment in the Washington market we have identified
eight under-performing communities and have implemented a plan to dispose of
remaining inventory in these communities by the end of fiscal 1997. A task force
has been assigned to oversee this buildout.

- -----
2

<PAGE>

[PHOTOGRAPH]
Geaton A. DeCesaris, Jr. and Geaton A. DeCesaris, Sr.

Short-Term Results

We believe our new pricing strategy has helped fuel an increase in new orders in
the Washington market beginning in June 1996. We are implementing a number of
initiatives to further improve short-term results. We are updating our product
line to meet changing homebuyer tastes and to improve construction efficiency.
We are also negotiating for lower costs of materials allowing our larger
suppliers to manufacture needed products during their off-peak periods, saving
us and them money.

We have realized significant growth over the past two years in our North
Carolina operations, which exceeded expectations during fiscal 1996. Both
Raleigh and Greensboro benefited from increased sales, closings, and backlog.
Net sales rose from 354 to 396 new homes; deliveries increased significantly,
from 287 to 378; and backlog increased to 142 units at year-end from 124 the
prior year.

Ancillary Businesses

In fiscal 1996 we made progress in achieving our goal of providing full-service
home-buying. Homebuyer's Mortgage, our mortgage operation, closed 360 loans, up
from 325. It is now operating in North Carolina, in addition to Maryland and
Virginia, and will soon open in Nashville. New Homebuyer's Title provided 588 of
our Maryland and Virginia customers with title closing services. Our Design
Showcase opened in Bowie, Maryland, in May 1996 and is improving our efficiency
and increasing sales of optional features. In addition, our Sales Centers are
now fully computerized to improve our marketing efforts and better track our
customers.

Looking Ahead

In fiscal 1997, we expect delivery volume to increase; gross margins to
decrease; and selling, general, and administrative expenses to increase only as
necessary to open new communities (though we continue to seek every possible
cost savings). With our new product and pricing strategies we are looking for
increased sales and deliveries in the Washington market. More open communities
should yield increases in Greensboro and Raleigh. With new Sales Centers open
and under way by fall 1996, our three expansion markets should add to our annual
delivery volume in fiscal 1997.

We are looking for operating improvements during fiscal 1997. By fiscal 1998, if
interest rates and the national economy remain stable, we should see significant
increases in unit numbers, revenues, and bottom line results. We continue to
explore new markets with the potential to help us meet our Vision 2000 goal of
at least 2,500 new homes delivered annually by the year 2000.

To provide the additional senior management talent necessary, we have added
Chris Spendley as Chief Financial Officer. Thomas Connelly will concentrate on
strategic planning and special projects and will remain a member of the Board of
Directors.

In closing, I want to thank all of our stakeholders - employees, shareholders,
suppliers, and vendors - for their unending cooperation and loyalty to our
Company. I remain confident in the viability of all our markets, in the strength
of our management team, and in our growth strategies. I ask for your patience
and caution, for ours is a long-term strategy, not best judged on a
quarter-by-quarter basis. Rest assured that by the turn of the century,
Washington Homes, Inc., will be the company we all know it can be.

Sincerely,

[SIGNATURE]

Geaton A. DeCesaris, Jr.
President and Chief Executive Officer
-----
3
<PAGE>

Building Dreams

Washington Homes, Inc., designs, builds, and markets single-family detached
homes, townhomes, and condominium homes primarily to first-time and first
move-up homebuyers. First-time homebuyers have comprised 47% of the national new
home market since 1992. Making the American Dream Affordable is more than a
tag-line for the company, it is the standard by which we measure our success.
Our mission statement reinforces the point: "We are people working as a team
proudly committed to building affordable homes of quality and value, while
serving our community and achieving a superior performance for our investors."
This focus is reflected in every aspect of the building process -- from market
analysis and site selection to architectural design and construction. A
full-service builder, Washington Homes offers customers an extensive menu of
benefits and services. As we continue to grow, our goal will remain 100%
customer satisfaction.

[Caption for photographs:]

Washington Homes offers a wide variety of multi- and single-family houses priced
from $89,990 to over $300,000. In fiscal 1996, the Company opened the first
model in its new condominium product line, offering the convenience of a
maintenance-free lifestyle for the first-time and move-down buyer.

- -----
4

<PAGE>

One-Stop Shopping

Building a solid house is not always all it takes to help a family achieve the
American Dream. Without substantial capital investment, Washington Homes has
developed a number of services closely related to its core business to make the
process of choosing and buying a home a one-stop shopping experience. Customer
response has been overwhelmingly positive. Homebuyers Mortgage provided loans to
360 homeowners in fiscal 1996. In addition, it opened for operation in Raleigh
and Greensboro, North Carolina. The Company is also expanding its activities in
title services and insurance. And in May 1996, we opened the doors of our first
design center. Diversification of services, as well as geographic
diversification, will help broaden revenue streams and increase operating
results in coming years -- while offering new ways to satisfy the needs of our
customers and distinguishing us from the competition.

[Captions for photographs:]

Through it ancillary businesses, Washington Homes can provide mortgages, conduct
closings, and provide homeowner's insurance policies for the homes it sells.

Design Showcase is a 3,000 square foot facility displaying the many standard and
optional features available in the Company's homes. Homebuyers work hands-on
with the Showcase's full-time interior designer to personalize their new home to
suit their lifestyle and their family's needs.

- -----
6

<PAGE>

A Proven Strategy

Washington Homes has earned customer confidence and shareholder trust with a
proven strategy for building homes that deliver value while meeting customers'
evolving needs as well as marketplace challenges. The Company has significantly
more project control than do most builders. Washington Homes develops the land
more than half the homes it sells, and seeks to maintain control in other cases
through rolling lot options. Customer satisfaction figures prominently in
mid-level and senior management compensation, and marketing is aggressive,
creative, and flexible. With this combination of strengths, the Company has
demonstrated an ability to adapt products, pricing, and margin strategies as
conditions change.

[Caption for photographs:]

Since its founding more than 30 years ago, Washington Homes has built more than
19,000 homes. It is one of the Mid-Atlantic's largest, most respected, and best
capitalized homebuilders. At the end of the fiscal year of 1996, the Company
controlled more than 8,000 lots in 75 communities in 5 states.

- -----
8

<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations
- --------------------------------------------------------------------------------

Results of Operations

The following tables present certain information regarding the company's
operations for the last three fiscal years
(dollars in thousands):

- --------------------------------------------------------------------------------
1996 1995 1994
- --------------------------------------------------------------------------------
Revenues:
Homebuilding $167,821 $176,609 $141,752
Land 5,145 5,398 637
Other 2,059 1,478 851
- --------------------------------------------------------------------------------
Total $175,025 $183,485 $143,240
- --------------------------------------------------------------------------------
Homes delivered 1,087 1,167 991
Net new orders 1,127 1,124 1,024
Homes in backlog at end of period 601 561 604
Sales value of backlog $ 97,625 $ 91,062 $ 96,429
- --------------------------------------------------------------------------------

Annual Operating Cycle

The homebuilding industry in general, and the operations of the Company, are
seasonal in nature. The number of new sales contracts signed escalates from
January through April, compared to the balance of the year. Deliveries peak in
the fiscal quarter ended July 31, as a substantial portion of homes contracted
during the fiscal quarter ended April 30 are delivered. Delivery volume is
relatively constant during the remainder of the year. As a result of increased
deliveries and reduced selling, general and administrative costs as a percent of
revenues, net earnings are substantially greater in the fourth quarter, compared
to the prior three quarters.

The following table contains quarterly operating information for the company
over the last two fiscal years and illustrates the annual operating cycle (in
thousands except per share amounts and number of homes):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Three Months Ended October 31, 1995 January 31, 1996 April 30, 1996 July 31, 1996
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Number of homes delivered 246 219 245 377

Net new orders 251 218 410 248

Total revenues $37,827 $34,882 $39,404 $62,911

Gross profit from homebuilding $ 7,550 $ 6,981 $ 7,079 $11,737

Net earnings $ 710 $ 385 $ 614 $ 2,037

Net earnings per share, based on
7,942,763 shares $ 0.09 $ 0.05 $ 0.08 $ 0.26
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
Three Months Ended October 31, 1994 January 31, 1995 April 30, 1995 July 31, 1995
- ---------------------------------------------------------------------------------------------------------
Number of homes delivered 254 246 244 423

Net new orders 179 246 436 263

Total revenues $38,376 $40,830 $39,630 $64,649

Gross profit from homebuilding $ 7,373 $ 7,363 $ 7,474 $12,743

Net earnings $ 610 $ 748 $ 1,293 $ 2,394

Net earnings per share, based on
7,942,763 shares $ 0.08 $ 0.09 $ 0.16 $ 0.30
- ---------------------------------------------------------------------------------------------------------
</TABLE>

-----
9
<PAGE>

Product Mix

Since the spring of 1994, the Company has expanded into markets in North
Carolina and Tennessee. This expansion is in part responsible for a shift in the
Company's product mix to more detached homes. The following table sets forth a
break- down of the Company's deliveries by housing type in each of the last
three fiscal years:

- --------------------------------------------------------------------------------
1996 1995 1994
- --------------------------------------------------------------------------------
Detached 668 602 412
Attached 419 565 579
- --------------------------------------------------------------------------------
Total 1,087 1,167 991
- --------------------------------------------------------------------------------

Geographic Concentration

During the last three fiscal years the Company has built moderately priced,
quality homes in the metropolitan areas of Washington, DC; Baltimore, Maryland;
Raleigh and Greensboro, North Carolina; and Pittsburgh, Pennsylvania. In fiscal
1996, the Company commenced operations in the Charlotte, North Carolina and
Nashville, Tennessee markets. The following tables describe the Company's
operations in each of its markets during the last three fiscal years:

- --------------------------------------------------------------------------------
Net New Orders 1996 1995 1994
- --------------------------------------------------------------------------------
Washington - Baltimore 664 750 868
North Carolina 409 354 126
Pittsburgh 33 20 30
Nashville 21 -- --
- --------------------------------------------------------------------------------
Total Net New Orders 1,127 1,124 1,024
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Homes Delivered 1996 1995 1994
- --------------------------------------------------------------------------------
Washington - Baltimore 677 857 893
North Carolina 382 287 69
Pittsburgh 24 23 29
Nashville 4 -- --
- --------------------------------------------------------------------------------
Total Deliveries 1,087 1,167 991
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Backlog of Sold Homes 1996 1995 1994
- --------------------------------------------------------------------------------
Washington - Baltimore 411 424 531
North Carolina 151 124 57
Pittsburgh 22 13 16
Nashville 17 -- --
- --------------------------------------------------------------------------------
Total Backlog 601 561 604
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Active Communities 1996 1995 1994
- --------------------------------------------------------------------------------
Washington - Baltimore 33 44 42
North Carolina 18 13 9
Pittsburgh 3 1 2
Nashville 5 -- --
- --------------------------------------------------------------------------------
Total Active Communities 59 58 53
- --------------------------------------------------------------------------------

- -----
10

<PAGE>

Year Ended July 31,1996 Compared to Year Ended July 31, 1995

Total revenues decreased by 4.6% to $175.0 million in fiscal 1996 from $183.5
million in fiscal 1995 as the number of homes delivered decreased by 6.9% to
1,087 units from 1,167. The fiscal 1996 decrease was partially offset by an
increase in the average sales price of homes delivered to $154,400 from
$151,300. Deliveries in the Washington market declined by 21%, offset by a 33%
increase in North Carolina.

The gross profit margin as a percentage of homebuilding revenues increased to
20.0% in fiscal 1996 from 19.8% largely due to higher deliveries in the North
Carolina markets where higher margins were achieved.

The Company also incurred overhead costs related to new home construction and
expansion markets of which $2.2 million for fiscal 1996 and $560,000 for fiscal
1995, net of current period charges, has been capitalized in residential
inventories.

Total selling, general and administrative expenses were relatively constant at
$23.9 million for fiscal 1996 as compared to $23.5 in the prior year. Selling,
general and administrative expenses as a percentage of homebuilding revenues
increased to 14.2% in fiscal 1996 from 13.3% in fiscal 1995 as a result of lower
delivery volume.

Interest and financing expenses were relatively constant at $4.8 million in
fiscal 1996 as compared to $4.9 million in the prior year.

Net earnings from land sales were lower in 1996 at $172,000 from $900,000 in
fiscal 1995.

Net earnings decreased by 26% to $3.7 million in fiscal 1996 from $5.0 million
in fiscal 1995 due to the decreased number of home deliveries and lower profits
from land sales.

Year Ended July 31, 1995 Compared to Year Ended July 31, 1994

Total revenues increased by 28.1% to $183.5 million in fiscal 1995 from $143.2
million in fiscal 1994 as the number of homes delivered increased by 17.8% to
1,167 units from 991. The fiscal 1995 increase in revenues also was due in part
to an increase in the average selling price of homes delivered to $151,300 from
$143,000 in the prior year.

The gross profit margin as a percentage of homebuilding revenues decreased to
19.8% in fiscal 1995 from 21.0% in fiscal 1994, principally due to increases in
the cost of home construction and increased price competition.

Total selling, general and administrative expenses increased to $23.5 million in
fiscal 1995 from $19.9 million in the prior year as a result of increases in
sales and construction activity required to attain higher levels of revenues and
expansion into new markets. Selling, general and administrative expenses as a
percentage of homebuilding revenues decreased to 13.3% in fiscal 1995 from 14.0%
in fiscal 1994, a result of increased management efficiencies attained at higher
volume levels.

Interest and financing expenses increased to $4.9 million in fiscal 1995 from
$2.9 million due to increased debt levels required to fund the Company's
expansion activities.

Net earnings increased by 14.0% to $5.0 million in fiscal 1995 from $4.4 million
in fiscal 1994 due to the increased number of home deliveries and land sales.

Capital Resources and Liquidity

Funding for the Company's residential building and land development activities
is provided principally by cash flows from homebuilding operations and borrowing
from banks and other financial institutions. The Company's capital needs depend
upon its sales volume, asset turnover, land purchases and inventory levels.

At July 31, 1996, the Company had cash and cash equivalents of $15.4 million of
which $600,000 was restricted to collateralize bank letters of credit and other
escrows. The remaining $14.8 million was available to the Company.

In April 1994, the Company issued $43,000,000 principal amount of senior notes
due October 2000. Two series of senior notes were issued: $30.0 million with a
fixed rate of 8.61% per annum and $13.0 million with a floating rate of LIBOR
plus 2.4%. The notes are to be repaid in three equal annual principal
installments commencing in October 1998. Of the proceeds, $31.5 million was used
to pay down revolving debt and the balance for costs of issuance and working
capital.

The Company has finished lot and construction funding available under three
revolving credit facilities which in the aggre-

-----
11
<PAGE>

gate provide for borrowing of $51.2 million of which $27.4 million was available
at July 31, 1996. Borrowings under the revolving credit facilities bear interest
at prime (8.25% at July 31, 1996) or prime plus 1% or LIBOR plus either 1.97% or
2.5%.

In addition to the senior notes and revolving credit facilities, the Company has
loans with various lenders providing $7.4 million for the acquisition and
development of land. These loans bear interest at fixed rates ranging from 8% to
10% or variable rates ranging from prime to prime plus 1% with maturities
ranging from the date of lot recordation through December 1999.

At July 31, 1996, in the aggregate, the Company had $101.7 million in borrowing
availability of which $27.4 million was available and the Company's average
interest rate was 8.3%.

The Company participates in two joint ventures formed to develop residential
land into finished building lots for sale to the Company and other homebuilders
utilizing non-recourse acquisition and development loans. In one of the joint
ventures, in April 1995, the Company contributed land with a book value of $9.6
million and the Company has received cash proceeds to date of $7.4 million which
was used to reduce outstanding amounts under revolving credit facilities.

The Company believes that it will be able to fund its activities for the
foreseeable future through a combination of operating cash flow, existing cash
balances and existing facilities. Currently, the Company does not have any
material commitments for capital expenditures except for those ordinary
expenditures for the construction of homes and acquisition and development of
land.

- -----
12

<PAGE>

Financial Statements
- --------------------------------------------------------------------------------

Consolidated Balance Sheets July 31,
- --------------------------------------------------------------------------------
(dollars in thousands) 1996 1995
- --------------------------------------------------------------------------------
Assets

Cash and cash equivalents $ 15,384 $ 15,111
Residential inventories 125,033 119,652
Excess of cost over net assets acquired, net 16,553 17,064
Investment in joint ventures 2,751 2,276
Other 10,506 9,960
- --------------------------------------------------------------------------------
Total Assets $170,227 $164,063
- --------------------------------------------------------------------------------

Liabilities And Shareholders' Equity

Liabilities
Notes and loans payable $ 74,282 $ 72,608
Trade accounts payable 17,572 16,934
Income taxes payable 408 705
Deferred income taxes 5,233 5,211
Other 4,963 4,583
- --------------------------------------------------------------------------------
Total liabilities 102,458 100,041
- --------------------------------------------------------------------------------

Commitments and contingent liabilities

Shareholders' Equity:

Common stock $.01 par value; 15,000,000 shares
authorized, 7,000,000 shares issued and outstanding 70 70
Non-voting common stock, 1,100,000 shares authorized,
942,763 shares issued and outstanding 9 9
Additional paid-in capital 35,147 35,147
Retained earnings 32,543 28,796
- --------------------------------------------------------------------------------
Total shareholders' equity 67,769 64,022
- --------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $170,227 $164,063
- --------------------------------------------------------------------------------

See Accompanying Notes to Consolidated Financial Statements.

-----
13
<PAGE>

Consolidated Statements of Net Earnings Year Ended July 31,
- --------------------------------------------------------------------------------
(thousands except per share ammounts) 1996 1995 1994
- --------------------------------------------------------------------------------
Revenues:
Homebuilding $167,821 $176,609 $141,752
Land sales 5,145 5,398 637
Other income 2,059 1,478 851
- --------------------------------------------------------------------------------
Total revenues 175,025 183,485 143,240
- --------------------------------------------------------------------------------
Expenses:
Cost of sales - homebuilding 134,274 141,656 111,993
Cost of sales - land sales 4,863 3,923 635
Selling, general and administrative 23,885 23,475 19,863
Interest expense 3,975 4,185 2,203
Financing fees 796 736 671
Amortization and depreciation 763 912 743
- --------------------------------------------------------------------------------
Total expenses 168,556 174,887 136,108
- --------------------------------------------------------------------------------
Earnings Before Income Taxes 6,469 8,598 7,132
Income tax expense 2,722 3,553 2,706
- --------------------------------------------------------------------------------
Net Earnings $ 3,747 $ 5,045 $ 4,426
- --------------------------------------------------------------------------------
Earnings Per Common Share $ 0.47 $ 0.64 $ 0.56
- --------------------------------------------------------------------------------

See Accompanying Notes to Consolidated Financial Statements.

- -----
14

<PAGE>

Consolidated Statements of Shareholders' Equity
- --------------------------------------------------------------------------------
Years Ended July 31, 1995, 1995 and 1994 (in thousands)

<TABLE>
<CAPTION>
Common Stock Total Total
-------------------------------- Additional Retained Shareholders'
Shares Voting Non-voting Paid-in Capital Earnings Equity
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, August 1,1993 7,943 $ 70 $ 9 $35,147 $21,310 $56,536
Dividends -- -- -- -- (1,588) (1,588)
Net earnings -- -- -- -- 4,426 4,426
- ------------------------------------------------------------------------------------------------------------
Balance, July 31, 1994 7,943 70 9 35,147 24,148 59,374
Dividends -- -- -- -- (397) (397)
Net earnings -- -- -- -- 5,045 5,045
- ------------------------------------------------------------------------------------------------------------
Balance, July 31, 1995 7,943 70 9 35,147 28,796 64,022
Net earnings -- -- -- -- 3,747 3,747
- ------------------------------------------------------------------------------------------------------------
Balance, July 31, 1996 7,943 $ 70 $ 9 $35,147 $32,543 $67,769
- ------------------------------------------------------------------------------------------------------------
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

-----
15

<PAGE>

<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows Year Ended July 31,
- ------------------------------------------------------------------------------------------------
(In thousands) 1996 1995 1994
- ------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 3,747 $ 5,045 $ 4,426
Adjustments to reconcile net earnings to
net cash used in operating activities:
Amortization and depreciation 763 912 743
Deferred income taxes 22 (1,374) (1,075)
Changes in assets and liabilities:
Residential inventories (5,382) (10,838) (35,031)
Other assets (535) (447) (3,551)
Trade accounts payable 638 301 (1,097)
Income taxes payable (298) (639) (947)
Other liabilities 381 (674) 2,528
- ------------------------------------------------------------------------------------------------
Net cash used in operating activities (664) (7,714) (34,004)

Cash Flows From Investing Activities:
Purchases of property and equipment, net of disposals (262) (40) (580)
Purchase of homebuilding division -- -- (14,186)
Proceeds from (investment in) joint venture (475) 7,410 --
- ------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (737) 7,370 (14,766)

Cash Flows From Financing Activities:
Proceeds from notes and loans payable 103,917 81,469 143,487
Repayments of notes and loans payable (102,243) (85,693) (95,935)
Dividends paid -- (397) (1,588)
- ------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 1,674 (4,621) 45,964

Net Increase (Decrease) In Cash And Cash Equivalents 273 (4,965) (2,806)

Cash And Cash Equivalents, Beginning Of Year 15,111 20,076 22,882
- ------------------------------------------------------------------------------------------------
Cash And Cash Equivalents, End Of Year $ 15,384 $ 15,111 $ 20,076
- ------------------------------------------------------------------------------------------------
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

- -----
16

<PAGE>

Notes to Consolidated Financial Statements Years Ended July 31, 1996, 1995
and 1994
- --------------------------------------------------------------------------------

1. Summary of Significant Accounting Policies

Organization. The Company is principally engaged in the business of the
construction and sale of moderately priced, quality residential housing in the
states of Maryland, North Carolina, Virginia, Pennsylvania, and Tennessee.
Generally, construction is not commenced until the Company has entered into a
sales contract with a customer. Homes are built on land that has been developed
by the Company and others.

Basis of Presentation. The consolidated financial statements include the
accounts of Washington Homes, Inc. and its wholly-owned subsidiaries
(collectively, the "Company"). All significant intercompany balances and
transactions have been eliminated in consolidation. The Company's investment in
joint ventures is accounted for using the equity method.

Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents. For purposes of the statements of cash flows, the
Company considers its cash, including temporary investments with original
maturities of three months or less, to be cash equivalents. Included in these
amounts at July 31, 1996 and 1995 were $600,000 and $1,743,000, respectively,
that are restricted to collateralize certain obligations of the Company.

Excess Cost Over Net Assets Acquired, Net. Excess cost over net assets acquired
represents the excess of purchase price over the fair value of assets acquired
and is being amortized over a 40-year period. The Company annually reviews its
goodwill recoverability by assessing historical profitability and expectations
as to future nondiscounted cash flows and net income. Based upon its most recent
analysis, the Company believes that no material impairment of goodwill exists at
July 31, 1996.

Warranties. The Company records an accrual at the date of closing for future
warranty costs based upon the relationship of historical homebuilding revenues
to actual warranty costs.

Income Taxes. The Company accounts for income taxes in accordance with the
provisions of Statement of Financial Accounting Standards No.109, "Accounting
for Income Taxes." Deferred income taxes are provided for temporary differences
in the recognition of certain income and expenses for financial and tax
reporting purposes.

Revenue Recognition. Homebuilding revenues and land sales are recorded at the
date of closing with the purchaser.

Earnings Per Common Share. Earnings per common share are based on the weighted
average number of common shares outstanding during each period. The weighted
average number of common and common equivalent shares outstanding was 7,943,000
for the years ended July 31,1996,1995 and 1994. Common stock equivalents for
stock options have not been included because the effect would be antidilutive.

2. Residential Inventories

Homes in process are stated at cost (determined by accumulating actual costs,
including construction, interest and related overhead costs), which is not in
excess of market. Finished building lots represents the cost, which is not in
excess of market, of finished lots developed by the Company or acquired from
other developers. Upon delivery, the costs of the homes and related lots are
expensed on a specific identification basis. Land under development consists of
land being developed into finished building lots. Certain costs, including
interest, are capitalized as incurred during the development process. The
Company's inventory consists of the following:

July 31,
- --------------------------------------------------------------------------------
(in thousands) 1996 1995
- --------------------------------------------------------------------------------
Homes in process $ 36,168 $ 32,518
Finished lots 43,304 38,536
Land under development 45,561 48,598
- --------------------------------------------------------------------------------
$125,033 $119,652

-----
17
<PAGE>

In March 1995, the FASB issued Statement No.121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed or, which, among
other things, requires impairment losses to be recorded on long-live assets that
are expected to be disposed of when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. The Company will adopt Statement No.121 in the
first quarter of fiscal 1997 and based on current circumstances, management does
not believe the adoption will have any material impact on the Company's
financial position or results of operation.

3. Investment in Joint Ventures

The Company participates in two joint ventures formed to develop residential
land into finished building lots for sale to the Company and other homebuilders
utilizing non-recourse acquisition and development loans. In forming one of the
joint ventures in April 1995, land with a book value of $9.6 million was
contributed by the Company for which it received cash proceeds of $7.4 million
which were used to reduce outstanding amounts under Revolving Credit Facilities
(see Note 4). The Company's interest in the joint ventures' operating results
has not been significant to date.

4. Notes and Loans Payable

Notes and loans payable consist of the following:

July 31,
- --------------------------------------------------------------------------------
(in thousands) 1996 1995
- --------------------------------------------------------------------------------
Senior notes $ 43,000 $ 43,000
Revolving credit facilities 23,759 18,607
Land acquisition and development 7,361 10,825
Mortgages and other notes payable 162 176
- --------------------------------------------------------------------------------
$ 74,282 $ 72,608
- --------------------------------------------------------------------------------

Senior Notes. In April 1994, the Company issued $43,000,000 principal amount of
unsecured Senior Notes due October 2000. Two series of Senior Notes were issued:
$30,000,000 with a fixed rate of 8.61% per annum, with interest payable
semi-annually beginning in October 1994 and $13,000,000 with a floating rate of
LIBOR plus 2.4%, with interest payable beginning October 1994 and either
quarterly or semi-annually thereafter at the option of the Company. Principal
repayments are due in three equal annual installments commencing October 1998.

Revolving Credit Facilities. Revolving Credit Facilities at July 31, 1996,
consist of three secured seasonal revolving loan commitments totaling
$51,200,000 to fund acquisition of finished building lots, home construction and
model homes. In addition, the Revolving Credit Facilities provide aggregate
letters of credit in the amount of $8,000,000 principally for finished building
lot contract deposits and municipal bonding for land development.

The facilities have maturity dates (which may be extended) of June 1, 1997, July
31, 1997 and October 31, 1997. Borrowings under the facilities bear interest at
prime (8.25% at July 31, 1996) or prime plus 1% or LIBOR plus either 1.97% or
2.50% and are collateralized by the related inventory.

The agreements, among other provisions, require the Company to fund certain
reserves, meet net worth, leverage and cash flow coverage tests and place
limitations on dividends, the securing of additional loans, investments, and
finished lot purchases. These provisions do not significantly restrict the
Company's operations.

Land Acquisition and Development Loans. The Company has loans with various
lenders for the acquisition and development of land amounting to $7,361,000 and
$10,825,000 at July 31, 1996 and 1995, respectively. These loans bear interest
at fixed rates ranging from 8% to 10% or variable rates of prime to prime plus
1% and are collateralized by the related land under development.

Mortgages and Other Notes Payable. Mortgages and other notes payable, amounting
to approximately $162,000 and $176,000 at July 31, 1996 and 1995 respectively,
bear interest at rates ranging from 4.9% to 15% and mature in varying periods of
up to 14 years.

- -----
18

<PAGE>

Future maturities of various notes and loans payable are as follows:

- --------------------------------------------------------------------------------
For the year ending July 31, (in thousands)
- --------------------------------------------------------------------------------
1997 $ 13,408
1998 15,318
1999 14,348
2000 16,835
2001 14,373
- --------------------------------------------------------------------------------
$ 74,282
- --------------------------------------------------------------------------------

Capitalized Interest. A summary of capitalized interest follows:
- --------------------------------------------------------------------------------
Year Ended July 31,
- --------------------------------------------------------------------------------
(in thousands) 1996 1995 1994
- --------------------------------------------------------------------------------
Interest capitalized $ 2,728 $ 3,167 $ 1,550
Interest expense 3,975 4,185 2,203
Interest incurred 6,703 7,352 3,753
Interest paid 6,643 7,073 2,982
Interest in cost of sales 1,561 1,201 1,384
- --------------------------------------------------------------------------------

The carrying amounts reported above for $13,000,000 of the senior notes, the
revolving credit facilities and the land acquisition and development loans
approximate their fair value based upon the indebtedness having, for the most
part, short-term maturities and variable interest rates. The fair value of the
remaining $30,000,000 of senior notes is estimated to be $29,500,000 based upon
debt with interest rates currently available and similar terms and remaining
maturities.

5. Shareholders' Equity

Common Stock. The Company has 7,942,763 shares of Common Stock outstanding at
July 31, 1996, of which 7,000,000 shares are voting and 942,763 shares are
non-voting.

Stock Options. The Company has adopted two plans for the issuance of stock
options to its employees and members of its Board of Directors, respectively.

On September 17, 1992, the Company adopted the Washington Homes Stock Option
Plan (the "Employee Option Plan") pursuant to which options for up to 500,000
shares of Common Stock can be granted to officers and other key employees of the
Company. Options granted under the Employee Option Plan can be either incentive
stock options ("Incentive Stock Options") or non-qualified options
("Non-Qualified Options") as determined by a committee of the independent
directors of the Board of Directors. Options granted under the Employee Option
Plan will have an exercise price not less than fair market value at date of
grant. Options will become exercisable, in part, after 12 months from the date
of grant and will generally remain exercisable for ten years from the date of
grant.

-----
19
<PAGE>

- --------------------------------------------------------------------------------
Number of Shares Option Price
- --------------------------------------------------------------------------------
Outstanding at August 1, 1993 164,000 $ 9.00
Granted
Canceled 7,000 9.00
Exercised
- --------------------------------------------------------------------------------
Outstanding at July 31, 1994 157,000 $ 9.00
Granted 153,500 5.25
Canceled 133,500 5.25-9.00
Exercised
- --------------------------------------------------------------------------------
Outstanding at July31, 1995 177,000 $5.25-9.00
Granted 173,000 4.75-5.50
Canceled 18,000 4.87-9.00
Exercised
- --------------------------------------------------------------------------------
Outstanding at July 31,1996 332,000 $4.75-9.00
- --------------------------------------------------------------------------------
Exercisable at July 31,1996 88,000 $5.25-9.00
- --------------------------------------------------------------------------------

At July 31,1996, there were 168,000 shares reserved for future grants.

On September 15, 1994 the Company adopted the Washington Homes Non-Employee
Directors' Stock Option Plan pursuant to which options for up to 30,000 shares
of Common Stock can be granted to directors who are not employees of the Company
or its subsidiaries. Options are Non-Qualified Options, are not exercisable for
one year and then can be exercised over a three year period. During the year
ended July 31, 1995, options for 6,000 shares were granted at $3.625 per share.
During the year ended July 31,1996 options for 6,000 shares were granted at
$6.00 per share and options for 2,000 shares at $3.625 were canceled.

6. Income Taxes

As discussed in Note 1, the Company follows the provisions of SFAS 109. The
provision (benefit) for income taxes includes the following:

Year Ended July 31,
- --------------------------------------------------------------------------------
(in thousands) 1996 1995 1994
- --------------------------------------------------------------------------------
Current:
Federal $2,210 $ 4,033 $ 3,095
State 490 894 686
- --------------------------------------------------------------------------------
2,700 4,927 3,781
- --------------------------------------------------------------------------------
Deferred:
Federal 18 (1,125) (880)
State 4 (249) (195)
- --------------------------------------------------------------------------------
22 (1,374) (1,075)
- --------------------------------------------------------------------------------
Total Provision $2,722 $ 3,553 $ 2,706
- --------------------------------------------------------------------------------

The deferred income tax components of the provision for income taxes from
operations consists of the tax effect of the following temporary differences:

Year Ended July 31,
- --------------------------------------------------------------------------------
(in thousands) 1996 1995 1994
- --------------------------------------------------------------------------------
Capitalized interest and points $ 124 $ (671) $ (89)
Land step up in basis (206) (927) (601)
Investment in joint ventures -- 645 --
Uniform capitalized costs 301 (273) (195)
Other (197) (148) (190)
- --------------------------------------------------------------------------------
Total Deferred Provision $ 22 $(1,374) $(1,075)
- --------------------------------------------------------------------------------

The difference between the effective tax rate and the expected statutory tax
rate computed on earnings is attributable to the following:

- -----
20

<PAGE>

Year Ended July 31,
- --------------------------------------------------------------------------------
(in thousands) 1996 1995 1994
- --------------------------------------------------------------------------------
Taxes computed at statutory rate 34.0% 34.0% 34.0%
Increases (decreases):
State income taxes 5.3 5.0 4.6
Excess cost over net assets acquired 2.7 2.0 2.4
Tax rate differential on deferred items 0.0 0.0 (3.9)
Other 0.1 0.3 0.8
- --------------------------------------------------------------------------------
Effective Tax Rate 42.1% 41.3% 37.9%
- --------------------------------------------------------------------------------

The deferred income tax credit at July 31, 1996 and 1995 represents the tax
effect of temporary differences as follows:

Year Ended July 31,
- --------------------------------------------------------------------------------
(in thousands) 1996 1995
- --------------------------------------------------------------------------------
Land step up in basis $2,900 $3,106
Capitalized interest 2,464 2,340
Uniform capitalized costs (596) (897)
Investment in joint venture 645 645
Other (180) 17
- --------------------------------------------------------------------------------
Deferred Income Taxes $5,233 $5,211
- --------------------------------------------------------------------------------

During the years ended July 31, 1996,1995 and 1994, income taxes in the amount
of $2,998,000, $5,509,000 and $4,645,000, respectively, were paid.

7. Employee Retirement Plan

The Company has a 401(k) Plan which allows eligible employees to defer a portion
of their total compensation subject to limitations of the Internal Revenue Code.
The Company matches 30% of participant contributions, up to a maximum of $1,000
for each participant. The Company's total matching contributions under the Plan
for the years ended July 31, 1996, 1995 and 1994 were approximately $67,500,
$50,000 and $40,000, respectively.

8. Related Party Transactions

From time to time the Company has engaged in transactions with related parties
for the acquisition and, on a limited basis, the sale of building lots. During
the years ended July 31, 1996, 1995 and 1994, the Company paid $2,596,000,
$1,253,000 and $1,560,000, respectively, to companies owned by relatives of the
Chairman of the Board to acquire building lots.

The Company leases certain office space from an affiliated entity (see Note 9);

9. Commitments and Contingent Liabilities

To assure the future availability of various building lots, in the ordinary
course of business the Company enters into agreements to purchase finished
building lots. Deposits of approximately $2,075,000 at July 31,1996, secure the
Company's performance under these agreements.

The Company leases its headquarters offices and offices for certain divisions
from an affiliate and certain other facilities from unrelated parties, all under
operating leases with terms ending at various dates from August 1997 through
October 2001.

-----
21
<PAGE>

Future minimum rental payments required under operating lease commitments that
have initial or remaining non-cancelable lease terms in excess of one year
subsequent to July 31, 1996, are as follows:

- --------------------------------------------------------------------------------
For the year ending July 31, (In thousands)
- --------------------------------------------------------------------------------
1997 $ 1,044
1998 860
1999 721
2000 709
2001 and thereafter 142
- --------------------------------------------------------------------------------
Total Future Rental Payments $ 3,476
- --------------------------------------------------------------------------------

Rental expense under long-term leases amounted to $1,072,000, $816,000 and
$476,000 for the years ended July 31, 1996, 1995 and 1994, respectively.

At July 31, 1996 the Company was contingently liable to banks and other
financial institutions for approximately $21.4 million for outstanding letters
of credit and surety bonds relating to building lot acquisition contracts and
municipal bonding for land development activities.

The Internal Revenue Service is currently examining the Company's tax returns
for the years ended July 31, 1992, 1993 and 1994. The IRS has raised issues
primarily related to matters having to do with the Company's recapitalization in
1992 and 1993 including a $20,000,000 gain on debt forgiveness which the Company
treated as non-taxable under the provisions of Section 108 of the Internal
Revenue Code and the timing of taxable income related to discontinued
subsidiaries which were distributed out of the consolidated group in December
1992. The Company believes that the aforementioned matters were reported
properly in the tax returns as filed.

The Company believes that it is not a party to any pending or threatened
litigation or administrative proceeding which is expected to have a material
adverse impact on the Company's financial position or results of operations.

10. Acquisition

Effective May 1, 1994, the Company purchased certain assets of the homebuilding
division of a subsidiary of Weyerhaeuser Real Estate Corp. (the "Division"), for
$14,186,000 in cash and the assumption of $1,098,000 in liabilities. The
accounts of the Division are included in the accompanying Consolidated Financial
Statements subsequent to May 1, 1994. Summarized below are the unaudited
consolidated results of operations for the year ended July 31, 1994 on a pro
forma basis as if the Division has been acquired at the beginning of the year.

Year ended July 31, 1994
- --------------------------------------------------------------------------------
Revenues $168,415
Net earnings 4,063
Earnings per share 0.59
- --------------------------------------------------------------------------------

The proforma information includes adjustments for the estimated effect of the
acquisition on interest expense and for selling, general and administrative
costs of the acquired Division.

- -----
22

<PAGE>

Independent Auditors' Report
- --------------------------------------------------------------------------------

To the Shareholders and Board of Directors of Washington Homes, Inc.:

We have audited the accompanying consolidated balance sheets of Washington
Homes, Inc. and subsidiaries as of July 31, 1996 and 1995, and the related
consolidated statements of net earnings, shareholders' equity and cash flows for
each of the three years in the period ended July 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Washington Homes, Inc. and
subsidiaries as of July 31, 1996 and 1995, and the results of their operations
and their cash flows for each of the three years in the period ended July
31, 1996 in conformity with generally accepted accounting principles.

[SIGNATURE]

Washington, D.C.
September 12, 1996

-----
23

<PAGE>

Corporate Information
- --------------------------------------------------------------------------------

Annual Meeting
November 13th, 1996 - 10 a.m.
Greenbelt Marriott Hotel, Greenbelt, Maryland

Form 1O-K
A copy of the Company's Annual Report on Form 10-K,
as filed with the Securities and Exchange Commission,
is available without charge upon written request to:

Investor Relations
Washington Homes, Inc.
1802 Brightseat Road, 6th floor
Landover, MD 20785-4238

Corporate Office
1802 Brightseat Road, 6th floor
Landover, MD 20785-4238

Transfer Agent & Registrar
Chase Mellon Shareholder Services
New York, New York

Auditors
Deloitte & Touche LLP
Washington, DC

Common Price Range
The common stock is traded on the New York Stock
Exchange, Symbol "WHI"

- ------------------------------------------------
Fiscal 1996 High Low Dividends Paid
- ------------------------------------------------
1st Quarter 5.63 4.25 --
2nd Quarter 6.38 4.88 --
3rd Quarter 5.75 4.50 --
4th Quarter 4.75 3.75 --
- ------------------------------------------------

- ------------------------------------------------
Fiscal 1995 High Low Dividends Paid
- ------------------------------------------------
1st Quarter 5.75 4.25 0.05
2nd Quarter 4.63 3.38 --
3rd Quarter 4.00 3.25 --
4th Quarter 5.25 3.50 --
- ------------------------------------------------

As of September 10, 1996, there were approximately 238
holders of record representing an estimated 3,100 beneficial
owners of the Company's common stock.

- -----
24

<PAGE>

Directors and Officers
- --------------------------------------------------------------------------------

Board of Directors Corporate Officers
- ------------------ ------------------

Geaton A. DeCesaris, Sr.(1) Geaton A. DeCesaris, Sr.
Chairman of the Board Chairman of the Board

Geaton A. DeCesaris, Jr.(1) Geaton A. DeCesaris, Jr.
President, Chief Executive Officer President, Chief Executive Officer

Paul Sukalo Thomas Connelly
Senior Vice President Senior Vice President

Thomas Connelly(1) Christopher Spendley
Senior Vice President Senior Vice President,
Chief Financial Officer
Richard S. Frary(2)
Managing Director Clayton W. Miller
Tallwood Associates, Inc. Senior Vice President,
New York, NY Chief Accounting Officer

Ronald Shapiro(2) Paul C. Sukalo
Counsel to the Firm Senior Vice President
Shapior and Olander,
Baltimore, MD Laurence R. Jaffe
President, General Counsel, Secretary
Shapiro, Robinson & Associates
Jacqueline A. Lozier
Richard B. Talkin(2) Treasurer
Attorney,
Columbia, MD

Division Officers Subsidiary Officers
- ----------------- -------------------

William A. Wilder Cameron M. Ross
Senior Vice President President
Land Operations Westminster Homes, Inc.

Timothy M. Bates Paul Carty
Vice President Vice President
Virginia Division Westminster Homes, Inc.
Charlotte Division
Lawrence Breneman, Jr.
Vice President Michael Dean Chadwick
Pittsburgh Division Vice President
Westminster Homes, Inc.
Dorothy Minich Raleigh Division
Vice President
Patuxent Division Robert Yeatman
Vice President
Westminster Homes, Inc.
Nashville Division

Jeffrey Donohue
Senior Vice President
Homebuyer's Mortgage, Inc.
- ---------
(1) Executive Committee
(2) Audit Committee and Compensation Committee

[Inside back cover]
<PAGE>

[LOGO] Washington
Homes(R)

Making the American Dream Affordable(R)

1802 Brightseat Road
Landover, MD 20785
301-772-8900

EXHIBIT 21
----------

Jurisdiction
of
Subsidiary Organization
---------- ------------
Housing - Home Sales, Inc. Maryland
The Southampton Corporation Maryland
All Seasons, Inc. Maryland
Washington Homes, Inc. of Virginia Virginia
Designed Contracts, Inc. Maryland
Consultants Corporation Maryland
WH Land I, Inc. Maryland
WH Land II, Inc. Maryland
WH Properties, Inc. Maryland
Washington Homes (Delaware), Inc. Delaware
WH Land III, Inc. Maryland
WH Properties Limited Partnership Maryland
WH Properties II Limited Partnership Maryland
Potomac Knolls A1 Limited Partnership Maryland
Potomac Knolls A3 Limited Partnership Maryland
Potomac Knolls B1 Limited Partnership Maryland
Potomac Knolls B2 Limited Partnership Maryland
Potomac Knolls B3 Limited Partnership Maryland
Potomac Knolls B4 Limited Partnership Maryland
Potomac Knolls D1 Limited Partnership Maryland
Potomac Knolls D4 Limited Partnership Maryland
Potomac Knolls E1 Limited Partnership Maryland
Potomac Knolls E4 Limited Partnership Maryland
Homebuyer's Mortgage, Inc. Maryland
Westminster Homes, Inc. North Carolina
WH/PR Land Company LLC Delaware
New Homebuyer's Title Company, Inc. Maryland
Homebuyer's Insurance Agency LLC Maryland
New Homebuyer's Title Company (Virginia) LLC Virginia
Westminster Homes (Charlotte), Inc. North Carolina
Westminster Homes of Tennessee, Inc. Tennessee
Arbor West LLC Maryland
Condominium Community (Park Place), Inc. Maryland
Condominium Community (Truman Drive), Inc. Maryland
Condominium Community (Bowie New Town), Inc. Maryland
Condominium Community (Quail Run), Inc. Maryland
Condominium Community (Largo Town), Inc. Maryland
Quarry Services, Inc. Maryland
Carrington Homes LLC North Carolina

Omitted subsidiaries would not in the aggregate constitute
a Significant Subsidiary.

EXHIBIT 23
----------

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement (No.
33-64144) of Washington Homes, Inc. on Form S-8 of our report dated September
12, 1996, incorporated by reference in this Annual Report on Form 10-K of
Washington Homes, Inc. for the year ended July 31, 1996.

DELOITTE & TOUCHE, LLP

Washington, D.C.
October 28, 1996

EXHIBIT 24
----------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
or officers of Washington Homes, Inc., a Maryland corporation, does hereby
constitute and appoint Geaton A. DeCesaris, Jr. his or her true and lawful
attorney-in-fact and agent, with full power to act, for him or her, in his or
her name, place and stead, in any and all capacities, to do any and all acts and
things and execute any and all instruments which said attorney and agent may
deem necessary or desirable to enable Washington Homes, Inc. to comply with the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with said Commission of an Annual Report on Form 10-K
for the fiscal year ended July 31, 1996; but without limiting the generality of
the foregoing, power and authority to sign the name of the undersigned to such
Report, and any and all amendments thereto, and to any instruments and documents
filed as part of or in connection with such Report or amendments thereto; and
the undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has subscribed to these
presents as of the 21st day of October, 1996.

/s/ GEATON A. DECESARIS, SR. /s/ PAUL C. SUKALO
- ------------------------------ ------------------------------
Geaton A. DeCesaris, Sr. Paul C. Sukalo

/s/ THOMAS CONNELLY /s/ RICHARD S. FRARY
- ------------------------------ ------------------------------
Thomas Connelly Richard S. Frary

/s/ CLAYTON MILLER /s/ CHRISTOPHER SPENDLEY
- ------------------------------ ------------------------------
Clayton Miller Christopher Spendley

/s/ RICHARD B. TALKIN
- ------------------------------
Richard B. Talkin

/s/ RONALD M. SHAPIRO
- ------------------------------
Ronald M. Shapiro

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED
STATEMENT OF NET EARNINGS AT AND FOR THE PERIOD ENDED JULY 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-END> JUL-31-1996
<CASH> 15,384,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 125,033,000
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 170,227,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 79,000
<OTHER-SE> 67,690,000
<TOTAL-LIABILITY-AND-EQUITY> 170,227,000
<SALES> 172,966,000
<TOTAL-REVENUES> 175,025,000
<CGS> 139,137,000
<TOTAL-COSTS> 163,785,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,771,000
<INCOME-PRETAX> 6,469,000
<INCOME-TAX> 2,722,000
<INCOME-CONTINUING> 3,747,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,747,000
<EPS-PRIMARY> .47
<EPS-DILUTED> .47

</TABLE>