SUMMIT INVESTORS PLANS, 485BPOS, 1996-02-27

SUMMIT INVESTORS PLANS
485BPOS, 1996-02-27

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<PAGE> 1

As filed with the Securities and Exchange Commission on February 27, 1996
1933 Act Registration No. 2-76910
1940 Act Registration No. 811-3444

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 19 TO
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

A. Exact name of trust: SUMMIT INVESTORS PLANS

B. Name of depositor: A I M DISTRIBUTORS, INC.

C. Complete address of depositor's principal executive offices:

11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173

D. Name and address of agent for service:

Michael J. Cemo, President
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173

with a copy to:

Stephen I. Winer, Esquire
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173

Martha J. Hays, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599

It is proposed that this filing will become effective (check
appropriate box):

------ immediately upon filing pursuant to paragraph (b)

X on March 1, 1996 pursuant to paragraph (b)
------

------ 60 days after filing pursuant to paragraph (a)(i)

------ on (date) pursuant to paragraph (a)(i) of rule 485

------ this post-effective amendment designates a new
effective date for a previously filed post-
effective amendment.

(Continued on Next Page)

<PAGE> 2
E. Title and amount of securities being registered:

Summit Investors Plans, an indefinite amount of
periodic payment plans being registered.

F. Proposed maximum aggregate offering price to the public of the
securities being registered: Not applicable.

G. Amount of Filing Fee: Not applicable. Registrant has elected to
register an indefinite number of contracts
pursuant to Rule 24f-2 under the Investment
Company Act of 1940, and accordingly filed
its Rule 24f-2 Notice for the fiscal period
ended October 31, 1995, on or about December
22, 1995.

H. Approximate date of proposed public offering:
March 1, 1996

<PAGE> 3

SUMMIT INVESTORS PLANS
Form S-6 Cross Reference Sheet
(as required by Rule 404)

<TABLE>
<CAPTION>
FORM N-8B-2 ITEM NUMBER PROSPECTUS CAPTION
----------------------- ------------------
<S> <C> <C>
1. (a) Name of Trust Cover Page

(b) Title of Each Class of Securities Cover Page

2. Name and Address of Depositor The Sponsor

3. Name and Address of Custodian The Custodian

4. Name and Address of Underwriter The Sponsor

5. State Laws Governing Organization General

6. (a) Date of Agreement Organizing Trust *

(b) Date of Custodian Agreement The Custodian

7. Name Change of Trust **

8. Fiscal year end of Trust **

9. Material Litigation *

10. General Information Concerning the Securities
of the Trust and the Rights of Holders

(a) Type of Security (registered Introduction
or bearer)

(b) Type of Security (cumulative Introduction
or distributive)

(c) Withdrawal or Redemption Rights and Privileges of Planholders -
Rights of Security Holders Complete Withdrawal or Termination

(d) Conversion, Transfer, Partial Rights and Privileges of Planholders -
Redemption Rights of Security Partial Withdrawal or Partial Liquidation
Holders without Termination

(e) Security Holders Rights Termination of a Plan; Rights and Privileges
(lapses or defaults) of Planholders - Plan Reinstatement Privilege

(f) Voting Rights Rights and Privileges of Planholders - Voting
Rights

(g) Security Holder Notification Substitution of Shares; General

(h) Security Holder Consent Substitution of Shares; General
</TABLE>
- ------------------
* Omitted from the prospectus in accordance with Instruction 3 of
Form S-6

** Omitted from the prospectus in accordance with Instruction 1 of
Form S-6
<PAGE> 4
<TABLE>
<CAPTION>
FORM N-8B-2 ITEM NUMBER PROSPECTUS CAPTION
- ----------------------- ------------------
<S> <C> <C>
(i) Other Principal Features of Rights and Privileges of Planholders
Securities

11. Securities Comprising the Trust Introduction

12. Information Concerning the Underlying
Investment

(a) Name of Company Introduction

(b) Name and Address of Depositor *

(d) Name and Address of Underwriter The Sponsor

(e) Period of Underlying Securities Substitution of Shares

13. Information Concerning Loads, Fees,
Charges, and Expenses

(a) Nature, Amount, Persons Paid and Introduction; Allocation of Investments and
Services Performed Deductions - 15 Year Plans; Total 25 Year
Allocations of Investments and Deductions
when Extended Investment Option is Used;
Custodian and Sponsor Charges; The Custodian;
The Sponsor

(b) Sales Load and Other Deductions from Introduction; Allocation of Investments and
Principal Deductions - 15 Year Plans; A Typical $50
Monthly Investment Plan

(d) Difference in Prices Custodian and Sponsor Charges

(e) Additional Charges The Sponsor

(f) Additional Profits *

(g) Charges as a Percentage of Custodian and Sponsor Charges
Distributions

14. Issuance of Securities How to Start a Summit Investors Plan

15. Receipt of Payment How to Start a Summit Investors Plan; The
Custodian

16. Purchase and Sale of Underlying Securities The Custodian

17. Redemption of Securities

(a) Procedures for Withdrawal or Rights and Privileges of Planholders -
Redemption by Security Holders Partial Withdrawal or Partial Liquidation
Without Termination; Complete Withdrawal or
Termination
</TABLE>

- -----------------
* Omitted from the prospectus in accordance with Instruction 3 of Form S-6
<PAGE> 5
<TABLE>
<CAPTION>
FORM N-8B-2 ITEM NUMBER PROSPECTUS CAPTION
----------------------- ------------------
<S> <C> <C>
(b) Names of Persons Authorized Rights and Privileges of Planholders -
to Redeem or Repurchase Partial Withdrawal or Partial Liquidation
Securities Without Termination; Complete Withdrawal or
Termination; Termination of a Plan

18. Distributions and Reinvestment

(a)-(b) Distribution Procedures Rights and Privileges of Planholders -
Reinvestment of Income Dividends and Capital
Gains Distributions; The Custodian

(d) Distribution Schedule *

19. Records and Accounts Rights and Privileges of Planholders -
Statements, Reports and Notices; The
Custodian

20. Indenture Provisions Regarding Depositor,
Trustee or Indenture Changes

(a)-(d) Custodianship The Custodian

(e) Removal of Depositor *

(f) Appointment of Successor Depositor *

21. Loans to Securityholders *

22. Limitations on Liability The Custodian

23. Bonding of Officers and Employees The Sponsor

24. Other Material Provisions *

25. Organization and Operations of Depositor The Sponsor

26. Fees to Depositor

(a) Fees to Depositor in Connection with The Sponsor
Duties concerning Securities of the
Trust

(b) Fees to Depositor from an The Sponsor
Underlying Investment Company,
Affiliated Person or its
Investment Advisor

27. Business of Depositor The Sponsor

28. Officials and Affiliated Persons of Depositor The Sponsor

29. Companies Owning Securities of Depositor The Sponsor
</TABLE>
- --------------
* Omitted from the prospectus in accordance with Instruction 3 of
Form S-6

** Omitted from the prospectus in accordance with Instruction 1 of
Form S-6
<PAGE> 6
<TABLE>
<CAPTION>
FORM N-8B-2 ITEM NUMBER PROSPECTUS CAPTION
----------------------- ------------------
<S> <C> <C>
30. Controlling Persons *

31. Compensation of Directors and Officers of *
Depositor

32. Compensation of Directors *

33. Compensation to Employees *

34. Compensation to Other Persons *

35. State Where Securities Sold General

36. Suspension **

37. Denials of Registration *

38. Distribution

(a) Method of Distribution General

(b) Selling Agreement Terms *

39. Principal Underwriter The Sponsor

40. Fees to Principal Underwriter

(a) Fees to Principal Underwriter from The Sponsor
Sale of Securities of the Trust

(b) Fees to Principal Underwriter from The Sponsor
any Underlying Investment Company or
its Investment Adviser

41. Business of Principal Underwriter

(a) Other Investment Companies The Sponsor

(b) Branch Offices **

42. Officials of Principal Underwriter The Sponsor

43. Brokerage Commissions to Principal *
Underwriter
</TABLE>
- ------------------------------
* Omitted from the prospectus in accordance with Instruction 3 of
Form S-6

** Omitted from the prospectus in accordance with Instruction 1 of
Form S-6

<PAGE> 7
<TABLE>
<CAPTION>
FORM N-8B-2 ITEM NUMBER PROSPECTUS CAPTION
- ----------------------- ------------------
<S> <C> <C>
44. Offering Price of Acquisition Valuation of
Securities of the Trust

(a) Valuation See AIM Summit Fund, Inc. Prospectus

(b) Specimen Schedule See AIM Summit Fund, Inc. Prospectus

45. Suspensions of Redemption Rights *

46. Redemption Valuation of Securities of the See AIM Summit Fund, Inc. Prospectus
Trust

47. Purchase and Sale of Interests in Underlying Rights and Privileges of Planholders -
Securities from and to Security Holders Partial Withdrawal or Partial Liquidation
Without Termination; Complete Withdrawal or
Termination; The Custodian

48. General Information The Custodian

49. Fees Paid Custodian and Sponsor Charges

50. Liens on Assets The Custodian

51. Information Concerning Insurance of Holders *
of Securities

52. Policy of Registrant

(a) Procedures Substitution of Shares

(b) Detailed Information regarding the *
Elimination of Underlying Securities

(d) Fundamental Policies *

53. Mutual Investment Company Taxes

54. Asset Values and Dividends *

55. Transcript of Hypothetical Periodic Payment Illustration of a Hypothetical $50 Monthly
Plan Account Summit Investors Plan for Investment in
Shares of AIM Summit Fund, Inc.

56. Certificates **

57. Installation Payments **

58. Payment Types **

</TABLE>
_______________________
* Omitted from the prospectus in accordance with Instruction 3 of
Form S-6

** Omitted from the prospectus in accordance with Instruction 1 of
Form S-6
<PAGE> 8
FORM N-8B-2 ITEM NUMBER PROSPECTUS CAPTION
- ----------------------- ------------------
<TABLE>
<CAPTION>
<S> <C> <C>
59. Financial Matters **
</TABLE>
_______________________
* Omitted from the prospectus in accordance with Instruction 3 of
Form S-6

** Omitted from the prospectus in accordance with Instruction 1 of
Form S-6
<PAGE> 9

[AIM LOGO APPEARS HERE]

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

SUMMIT
INVESTORS
PLANS

Prospectus

March 1, 1996

<PAGE> 10

PROSPECTUS

MARCH 1, 1996

SUMMIT INVESTORS PLANS

Summit Investors Plans (the "Plans") for the accumulation of shares of AIM
Summit Fund, Inc. (the "Fund") is offered by A I M Distributors, Inc., the
sponsor and principal underwriter("AIM Distributors" or "Sponsor"). A Plan calls
for fixed monthly investments for 15 years (180 investments), with the investor
(the "Planholder") having the option to make additional monthly investments for
up to a total of 25 years (300 investments). The front-end load (the "Creation
and Sales Charge") on 15 year Plans range from 8.50% on $9,000 Plans ($50.00 per
month) to 1.00% on $1,080,000 Plans ($6,000 per month) and from 9.61% to 1.01%
of the net amount invested, respectively. Total deductions (Creation and Sales
Charges and custodian fees) range from 13.00% (on $9,000 Plans) to 1.04% (on
$1,080,000 Plans) of the net amount invested.

Investments under a Plan are applied, after authorized deductions, to the
purchase of Fund shares at net asset value. These shares should be considered a
long-term investment and are not suitable for investors seeking quick profits or
who might be unable to complete a Plan. Since a major portion of the entire
Creation and Sales Charge is deducted from the first year's payment, withdrawal
or termination of an investment in the early years of a Plan will probably
result in a loss. For example, on a $9,000 Plan ($50 per month) deductions
amount to 11.50% of the investments made if the Plan is completed. However, even
after the application of the refund privilege described on pages 11 and 12,
total deductions would amount to 18% of total investments if the Plan were
terminated at any time between two months and 18 months. Moreover, if the Plan
were continued for 19 months, total deductions would amount to 36.62% of total
payments; they would amount to 30.77% if the Plan were continued for two years.
A detailed description of all deductions appears on pages 4 and 5.

The value of the Fund's shares is subject to fluctuations in the values of
the securities in the Fund's portfolio. A Plan calls for monthly investments at
regular intervals regardless of the price level of Fund shares. Investors should
therefore consider their financial ability to continue a Plan. A Plan offers no
assurance against loss in a declining market. Terminating a Plan at a time when
the value of the Fund shares then held is less than their cost will result in a
loss. Prepayment of all or part of the first year's investments in a Plan
increases the possible loss in the event of early termination.

SHARES OF THE FUND ARE OFFERED TO THE GENERAL PUBLIC ONLY THROUGH SUMMIT
INVESTORS PLANS. Shares of certain other mutual funds managed or advised by the
Fund's investment advisor, which might be considered to have investment
objectives similar in many respects to those of the Fund, may be acquired by
direct purchase at sales charges not exceeding 5.50% of the public offering
price per share without incurring custodian fees or penalties for early
termination.

AN INVESTOR HAS THE RIGHT TO A 45 DAY REFUND OF HIS INVESTMENT, AS WELL AS
CERTAIN OTHER LIMITED REFUND RIGHTS FOR CERTAIN PERIODS OF TIME AND UNDER THE
CONDITIONS DESCRIBED IN MORE DETAIL UNDER THE HEADING "CANCELLATION AND REFUND
RIGHTS" ON PAGE 12.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUS OF AIM SUMMIT FUND, INC.

Investors should read and retain this Prospectus for future reference.
<PAGE> 11

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction.......................................................... 3
Allocation of Investments and Deductions.............................. 4
Total 25 Year Allocations of Investments and Deductions When Extended
Investment Option is Used........................................... 5
A Typical $50 Monthly Investment Plan................................. 6
How To Start a Summit Investors Plan.................................. 7
Rights and Privileges of Planholders.................................. 7
Reinvestment of Income Dividends and Capital Gains
Distributions................................................... 7
Rights of Accumulation........................................... 7
Federal Income Tax Withholding................................... 8
Voting Rights.................................................... 8
Statements, Reports and Notices.................................. 9
Retirement Plans................................................. 9
Pre-Authorized Check Investment Program.......................... 9
Transfer or Assignment........................................... 9
Acceleration of Investments...................................... 10
Changing the Face Amount of a Plan............................... 10
Extended Investment Option....................................... 11
Systematic Withdrawal Program.................................... 11
Cancellation and Refund Rights................................... 12
Partial Withdrawal or Partial Liquidation Without Termination.... 12
Complete Withdrawal or Termination............................... 13
Plan Reinstatement Privilege..................................... 14
Continuation of Custodianship.................................... 15
Custodian and Sponsor Charges......................................... 15
Taxes................................................................. 17
Substitution of Shares................................................ 18
Termination of a Plan................................................. 19
The Custodian......................................................... 20
The Sponsor........................................................... 21
General............................................................... 23
Illustration of a Hypothetical Plan................................... 24
Financial Statements.................................................. 25
AIM Summit Fund, Inc. Prospectus...................................... A-1
</TABLE>

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

NO SALESMAN, DEALER OR OTHER PERSON IS AUTHORIZED BY THE SPONSOR OR AIM
SUMMIT FUND, INC. TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS OR IN THE PROSPECTUS OF AIM SUMMIT FUND, INC.
OR IN ANY OTHER PRINTED OR WRITTEN MATERIAL AUTHORIZED BY THE SPONSOR OR AIM
SUMMIT FUND, INC., AND NO PERSON SHOULD RELY UPON ANY INFORMATION NOT CONTAINED
IN THESE MATERIALS.

2
<PAGE> 12

INTRODUCTION

Many people recognize the desirability of accumulating an investment
portfolio through a planned long-range investment program, but find it difficult
to save the necessary money to make periodic stock purchases. Summit Investors
Plans is designed to provide an effective and convenient method for investors to
create an investment fund for future capital or income needs by systematically
investing a modest sum each month in shares of a mutual fund.

Every Plan represents an agreement between State Street Bank and Trust
Company ("State Street Bank" or the "Custodian") and the Planholder under which
investments (after deduction of the sales charge and custodian fees) are used to
purchase shares of AIM Summit Fund, Inc. (the "Fund") at their net asset value.
Investments made through a Plan will not result in direct ownership of Fund
shares; rather the Plan will represent an interest in a trust which will have
direct ownership of the Fund shares. Planholders will have a beneficial interest
in the underlying shares of the Fund. PLAN CERTIFICATES, ISSUED UNDER PRIOR
PROSPECTUSES, ARE NO LONGER PROVIDED. ALL PLANS ESTABLISHED ON OR AFTER MARCH 1,
1995 ARE GOVERNED SOLELY BY THE RULES, RIGHTS, PRIVILEGES AND BENEFITS SET FORTH
IN THIS PROSPECTUS. IT IS THEREFORE IMPORTANT THAT YOU RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE. All Plans established prior to March 1, 1995 are governed
by the rules, rights, privileges and benefits set forth in the applicable Plan
Certificate.

The value of the shares of the Fund is subject to fluctuation due to
changes in the values of the securities in the Fund's portfolio. A Plan calls
for monthly investments at regular intervals regardless of the value of the
Fund's shares.

As indicated by the accompanying Prospectus of the Fund, the Fund is an
open-end, diversified investment company whose objective is capital growth.
Although the Fund may purchase income-producing securities, income will
generally not be a consideration in the selection of securities for the Fund's
portfolio. Ownership of Fund shares through a Plan provides an investor with
several advantages:

(1) Diversification -- By pooling the money invested by many
investors, the Fund will be able to reduce (but not eliminate) risk by
diversifying its holdings among many securities in order to minimize the
portfolio impact of any single investment.

(2) Economics of Size -- Purchases and sales of securities often
entail disproportionately large unit costs on small transactions. The size
and volume of the Fund's portfolio transactions should enable it to effect
such transactions at better net unit prices than an individual could
achieve.

(3) Professional Management -- Ownership of many securities requires
the full-time skill and attention of professional managers.

The Plans contain a Creation and Sales Charge equal to as much as 50% of
the first 12 investments and lesser amounts of subsequent investments. In
addition to the Creation and Sales Charge, Planholders must pay custodian fees
and incidental service fees to the Custodian and service charges to the Sponsor.
See "Custodian and Sponsor Charges."

For Plans established after May 1, 1993, a Plan may be terminated by the
Custodian or Sponsor if the Planholder fails to make investments under his Plan
for a period of 6 months. For Plans established prior to May 1, 1993, a Plan may
be terminated by the Custodian or Sponsor if the Planholder fails to make
investments under his Plan for a period of 12 months. Both types of Plans may be
terminated if Fund shares are not available and a substitution is not made. See
"Termination of a Plan" at page 19.

3
<PAGE> 13

ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15 YEAR PLANS
<TABLE>
<CAPTION>
CREATION AND SALES CHARGES
------------------------------------------------
PER PER CUSTODIAN FEE
MONTHLY INVEST- INVEST- % OF -------------------
INVEST- TOTAL MENT MENT TOTAL PER TOTAL
MENT INVEST- 1 THRU 13 THRU INVEST- INVEST- DEDUCTIONS
UNIT MENTS 12 180 TOTAL MENTS MENT TOTAL(A) (A)(B)
- --------- ------------- -------- -------- ----------- ------ ------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000.00 $ 25.00 $ 2.77 $ 765.36 8.50% $ 1.50 $ 270.00 $ 1,035.36
75.00 13,500.00 37.50 4.15 1,147.20 8.50 1.50 270.00 1,417.20
93.75 16,875.00 46.88 4.69 1,350.48 8.00 1.50 270.00 1,620.48
100.00 18,000.00 50.00 5.00 1,440.00 8.00 1.50 270.00 1,710.00
125.00 22,500.00 62.50 6.25 1,800.00 8.00 1.50 270.00 2,070.00
150.00 27,000.00 75.00 5.89 1,889.52 7.00 1.50 270.00 2,159.52
166.66 29,998.80 83.33 6.54 2,098.68 7.00 1.50 270.00 2,368.68
200.00 36,000.00 100.00 7.86 2,520.48 7.00 1.50 270.00 2,790.48
250.00 45,000.00 125.00 9.82 3,149.76 7.00 1.50 270.00 3,419.76
300.00 54,000.00 150.00 5.36 2,700.48 5.00 1.50 270.00 2,970.48
350.00 63,000.00 175.00 5.31 2,992.08 4.75 1.50 270.00 3,262.08
400.00 72,000.00 200.00 5.00 3,240.00 4.50 1.50 270.00 3,510.00
500.00 90,000.00 225.00 5.36 3,600.48 4.00 1.50 270.00 3,870.48
600.00 108,000.00 260.00 6.62 4,232.16 3.92 1.50 270.00 4,502.16
750.00 135,000.00 300.00 8.70 5,061.60 3.75 1.50 270.00 5,331.60
1,000.00 180,000.00 350.00 12.50 6,300.00 3.50 1.50 270.00 6,570.00
1,500.00 270,000.00 375.00 13.39 6,749.52 2.50 1.50 270.00 7,019.52
3,000.00 540,000.00 450.00 16.07 8,099.76 1.50 1.50 270.00 8,369.76
6,000.00 1,080,000.00 600.00 21.43 10,800.24 1.00 1.50 270.00 11,070.24

<CAPTION>
% OF TOTAL
DEDUCTIONS
-------------------
NET TO NET
INVEST- TO INVEST-
MENT TOTAL MENT
IN FUND INVEST- IN FUND
SHARES(C) MENTS SHARES
------------- ------- -------
<C> <C> <C>
$ 7,964.64 11.50% 13.00%
12,082.80 10.50 11.73
15,254.52 9.60 10.62
16,290.00 9.50 10.50
20,430.00 9.20 10.13
24,840.48 8.00 8.70
27,630.12 7.90 8.57
33,209.52 7.75 8.40
41,580.24 7.60 8.22
51,029.52 5.50 5.82
59,737.92 5.18 5.46
68,490.00 4.88 5.12
86,129.52 4.30 4.49
103,497.84 4.17 4.35
129,668.40 3.95 4.11
173,430.00 3.65 3.79
262,980.48 2.60 2.67
531,630.24 1.55 1.57
1,068,927.76 1.03 1.04
</TABLE>

<TABLE>
<S> <C>
NOTES:

(A) Does not include an annual $12 Custodian Fee (for completed Plans or for incomplete, inactive
Plans only), payable to the Custodian first from dividends and distributions and then, if
necessary, from principal.

(B) Does not include a Service Charge, not to exceed $10 per year, payable first from dividends
and distributions and then, if necessary, from principal, to cover certain administrative
expenses actually incurred. The amount of such charge will be determined annually by
pro-rating the Plans' administrative costs over the total number of Plan accounts. The Service
Charge on Plans established prior to June 1, 1983 shall be as specified in the Plan
Certificate.

(C) Dividends and distributions received on Fund shares during the periods shown above have not
been included or reflected in any way in the amounts shown in the table. Amounts available for
dividends and distributions take into account expenses of the Fund.
</TABLE>
4
<PAGE> 14

TOTAL 25 YEAR ALLOCATIONS OF INVESTMENTS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION IS USED

(Please see page 10 for a description of the Extended Investment Option.)
<TABLE>
<CAPTION>

CREATION % OF TOTAL
AND SALES DEDUCTIONS
CHARGES NET -----------
MONTHLY CREATION AS % CUSTODIAN TOTAL INVESTMENT TO
INVESTMENT TOTAL AND SALES OF TOTAL FEE DEDUCTIONS IN FUND TOTAL
UNIT INVESTMENTS CHARGES INVESTMENTS (A)(B) (A)(B) SHARES(C) INVESTMENTS
- ---------- ------------ ---------- ----------- ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 15,000.00 $ 1,097.76 7.32% $ 450.00 $ 1,547.76 $ 13,452.24 10.32%
75.00 22,500.00 1,645.20 7.31 450.00 2,095.20 20,404.80 9.30
93.75 28,125.00 1,913.28 6.80 450.00 2,363.28 25,761.72 8.40
100.00 30,000.00 2,040.00 6.80 450.00 2,490.00 27,510.00 8.30
125.00 37,500.00 2,550.00 6.80 450.00 3,000.00 34,500.00 8.00
150.00 45,000.00 2,596.32 5.77 450.00 3,046.32 41,753.68 6.80
166.66 49,998.00 2,883.48 5.77 450.00 3,333.48 46,664.52 6.67
200.00 60,000.00 3,463.68 5.77 450.00 3,913.68 56,086.32 6.52
250.00 75,000.00 4,328.16 5.77 450.00 4,778.16 70,221.84 6.37
300.00 90,000.00 3,343.68 3.72 450.00 3,793.68 86,206.32 4.22
350.00 105,000.00 3,629.28 3.46 450.00 4,079.28 100,920.72 3.89
400.00 120,000.00 3,840.00 3.20 450.00 4,290.00 115,710.00 3.58
500.00 150,000.00 4,243.68 2.83 450.00 4,693.68 145,306.32 3.13
600.00 180,000.00 5,026.56 2.79 450.00 5,476.56 174,523.44 3.04
750.00 225,000.00 6,105.60 2.71 450.00 6,555.60 218,444.40 2.91
1,000.00 300,000.00 7,800.00 2.60 450.00 8,250.00 291,750.00 2.75
1,500.00 450,000.00 5,356.32 1.86 450.00 8,806.32 441,193.68 1.96
3,000.00 900,000.00 10,028.16 1.11 450.00 10,478.16 889,521.84 1.16
6,000.00 1,800,000.00 13,371.84 0.74 450.00 13,821.84 1,786,178.16 0.77

</TABLE>

% OF TOTAL DEDUCTIONS
- ----------------------
TO NET
INVESTMENT
IN
FUND
SHARES
----------

11.51%
10.27
9.17
9.10
8.70
7.26
7.14
6.98
6.80
4.40
4.04
3.71
3.23
3.14
3.00
2.83
2.00
1.18
0.77

<TABLE>
<S> <C>
NOTES:

(B) Does not include a Service Charge, not to exceed $10 per year, payable first from dividends
and distributions and then, if necessary, from principal, to cover certain administrative
expenses actually incurred. The amount of such charge will be determined annually by
pro-rating the Plan's administrative costs over the total number of Plan accounts. The Service
Charge on Plans established prior to June 1, 1983 shall be as specified in the Plan
Certificate.

</TABLE> 5
<PAGE> 15

A TYPICAL $50 MONTHLY INVESTMENT PLAN

(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
PLAN)

<TABLE>
<CAPTION>
AT THE END OF AT THE END OF AT THE END OF
6 MONTHS 1 YEAR 2 YEARS
(6 INVESTMENTS) (12 INVESTMENTS) (24 INVESTMENTS)
---------------------- ---------------------- ----------------------
% OF TOTAL % OF TOTAL % OF TOTAL % OF TOTAL
AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
15 YEARS (180 INVESTMENTS)
--------------------------
Total Investments........... $ 9,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $1,200.00 100.00%
Deduct:
Creation and Sales
Charge................ 765.36 8.50 150.00 50.00 300.00 50.00 333.24 27.77
Custodian Fee........... 270.00 3.00 9.00 3.00 18.00 3.00 36.00 3.00
Total Deductions(A)..... 1,035.36 11.50 159.00 53.00 318.00 53.00 369.24 30.77
Net Amount Invested Under
Plan...................... 7,964.64 88.50 141.00 47.00 282.00 47.00 830.76 69.23

25 YEARS (300 INVESTMENTS)
--------------------------
Total Investments (B)....... $ 15,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $1,200.00 100.00%
Deduct:
Creation and Sales
Charges............... 1,097.76 7.32 150.00 50.00 300.00 50.00 333.24 27.77
Custodian Fee........... 450.00 3.00 9.00 3.00 18.00 3.00 36.00 3.00
Total Deductions(A)..... 1,547.76 10.32 159.00 53.00 318.00 53.00 369.24 30.77
Net Amount Invested Under
Plan...................... 13,452.24 89.68 141.00 47.00 282.00 47.00 830.76 69.23
</TABLE>

NOTES:

(A) Does not include a Service Charge, not to exceed $10 per year, payable
first from dividends and distributions and then, if necessary, from
principal, to cover certain administrative expenses actually incurred. The
amount of such charge will be determined annually by pro-rating the Plan's
administrative costs over the total number of Plan accounts. The Service
Charge on Plans established prior to June 1, 1983 shall be as specified in
the Plan.

(B) The 25-year investment schedule reflects the charges applicable to a
15-year Plan which is continued under the Extended Investment Option. The
Custodian Fee may be increased as set forth on Page 10.

Dividends and distributions received on Fund shares during the periods
shown above have not been included or reflected in any way in the amounts shown
in the table. Amounts available for dividends and distributions take into
account expenses of the Fund.

After the first twelve payments, the Creation and Sales Charge deducted
from any investment will not exceed 5.86% of the net investment in Fund shares
(before deduction of Custodian Fee).

The amounts shown are also subject to an additional Custodian Charge of
$2.50 (plus transfer taxes, if any) if the Plan is terminated prior to
completion of all Plan investments.

6
<PAGE> 16

HOW TO START A SUMMIT INVESTORS PLAN

To start a Plan, an investor must complete an application and mail it to
AIM Distributors, together with a check, in the amount of the initial monthly
investment unit, payable to State Street Bank and Trust Company, Custodian.
After the application has been accepted by AIM Distributors, the investor will
be issued a Plan and receive a statement showing the number of whole and
fractional Fund shares purchased for the investor's account. The investor will
then send regular monthly investments, made payable to the Custodian, directly
to the Custodian's administrative service agent, Boston Financial Data Services,
Inc. ("BFDS"), P.O. Box 8300, Boston, Massachusetts 02266-8300. Investments,
after applicable deductions, will be applied toward the purchase of Fund shares
at their net asset value.

RIGHTS AND PRIVILEGES OF PLANHOLDERS

All Plans are registered in the name of the Planholder at the time of
issuance and constitute an individual agreement among the Planholder, the
Sponsor and the Custodian. No agent or other person has the authority to modify,
alter or otherwise change the terms of the Plan, or to bind the Sponsor, BFDS,
the Custodian or the issuer of the Fund shares by any statement, written or
oral, not contained in this Prospectus. Under the terms of the Plan, Planholders
enjoy certain rights, privileges and options which are described as follows:

1. REINVESTMENT OF INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Unless otherwise directed by the Planholder, all income dividends and
capital gains distributions, in whatever form received and after applicable
deductions, are automatically used to purchase additional Fund shares at net
asset value. No sales charge is made on any such reinvestment. The Planholder
may instruct BFDS by written notice, received at least seven days prior to the
record date of an income dividend or capital gains distribution, to remit the
net amount of such dividend or distribution to the Planholder. These
instructions may be changed at any time. Dividends and distributions for
qualified retirement plans, including IRAs, must be reinvested.

Dividends and distributions paid by the Fund are reportable by Planholders
for income tax purposes regardless of whether they are invested in additional
Fund shares or paid in cash. (Qualified retirement plans, including Individual
Retirement Accounts ("IRAs"), may be entitled to defer taxes until some later
date.)

2. RIGHTS OF ACCUMULATION

The face amounts of two or more Plans purchased at one time by "any person"
may be combined to take advantage of the lower Creation and Sales Charges
available on larger sized investments. The term "any person" includes an
individual, his or her spouse and children under the age of 21, and a trustee or
other fiduciary of a single trust estate or a single fiduciary account
(including a pension, profit-sharing or other employee benefit trust created
pursuant to a plan qualified under Section 401 of the Internal Revenue Code)
even though more than one beneficiary is involved. The term "any person" shall
not include a group of individuals whose funds are combined, directly or
indirectly, for the purchase of redeemable securities of a registered investment
company whether jointly or through a trustee, agent, custodian or other
representative for such a group of individuals.

7
<PAGE> 17

To qualify for the reduced Creation and Sales Charges, all of the
applications for the Plans involved must be submitted at the same time together
with a letter from the Planholder (or his dealer) requesting that the face
amounts of such Plans be aggregated for the purpose of determining the
applicable Creation and Sales Charges. In the event investments under one or
more of such Plans are discontinued, the remaining Creation and Sales Charges
will be changed to reflect the charges applicable to the Plans that remain in
effect.

When purchasing any new Plan(s), "any person" (as defined above) may
qualify for a reduced Creation and Sales Charge by combining the face amount of
any existing Plan(s) on which investments are current with the face amount of
the new purchase. When increasing the face amount of any existing Plan(s) on
which investments are current, "any person" (as defined above) may qualify for a
reduced Creation and Sales Charge applicable to the value of the changed Plan.
For rights of accumulation, a Plan is considered to be current if: (a) it has
been completed and not redeemed; (b) it has not been completed but has at least
as many investments recorded as there are months elapsed since establishment or
since being increased, or investments are current; or (c) it is a qualified
retirement plan, including an IRA. The reduced Creation and Sales Charges apply
to payments made after the Sponsor has been notified of the eligibility of such
Plans for reduced Creation and Sales Charges and has received the information
necessary to confirm such eligibility. In the case of existing IRA Plans at the
$93.75 per month or the $166.66 per month level, the reduced Creation and Sales
Charges will apply to payments made on both the existing Plan and the new Plan.

3. FEDERAL INCOME TAX WITHHOLDING

As an additional service, BFDS may withhold 28% of any income dividend or
capital gains distribution by the Fund and send that amount to the Internal
Revenue Service as a credit against the Planholder's tax liability, if any. The
amount withheld may or may not be equal to the additional taxes the Planholder
may owe due to the dividend or distribution. The withholding service, however,
is only available to Planholders if distributions are reinvested in full. If the
Planholder elects to authorize this withholding, the number of Fund shares
purchased with the remainder of the income dividend or capital gains
distribution will be less than would have otherwise been the case.

This service is available with respect to all Plans except qualified
retirement plans, including IRAs. This option can be initiated upon written
request to BFDS; and, once initiated, remains in effect until BFDS is notified
in writing to terminate the withholding.

4. VOTING RIGHTS

Planholders will receive a notice and related proxy statement for each
meeting of the Fund's shareholders. The Custodian will vote the shares held in a
Planholder's account as instructed by the Planholder on the voting instructions
card which will accompany the notice and proxy statement. If the voting
instructions card is validly executed and returned without specification of a
choice, the shares will be voted in favor of the proposals of the Fund's
management. The Custodian will vote shares for which no valid voting
instructions have been received in the same proportion as it votes shares for
which it has received instructions. Planholders may attend any such meetings,
and if a Planholder desires to vote in person the shares held in the
Planholder's account, the Planholder may make a written request to the Custodian
prior to the meeting for a proxy which will permit the shares to be voted in
person.

8
<PAGE> 18

5. STATEMENTS, REPORTS AND NOTICES

BFDS will mail to each Planholder a statement for each investment stating
the price per Fund share purchased after applicable deductions and the total
number of Fund shares held for the Planholder's account. A notice of the next
investment due is also included. Planholders will also receive at least annually
a current Fund prospectus and audited financial statements of the Fund,
including a complete list of all securities held in the Fund's portfolio, and
copies of all other reports sent by the Fund to its shareholders. Planholders
will also be sent notices of all income dividends and capital gains
distributions made with respect to Fund shares, together with tax reporting
information relating to such dividends and distributions. Any notices, reports
or documents required or authorized to be given or sent to a Planholder under
this Prospectus will be conclusively deemed to have been given or sent upon
mailing to the Planholder's address of record, and the date of such mailing
shall be deemed the date of the giving of such notice.

6. RETIREMENT PLANS

A Plan may be used by individuals who wish to establish tax-deferred
qualified retirement plans such as IRAs, IRA-SEPs, Profit Sharing Plans and
Money Purchase Plans. Detailed information concerning such plans is available
from the Sponsor. The information sets forth the additional service fees charged
for such retirement plans. The annual maintenance fee charged by the Custodian
for plans offered by the Sponsor is $10.00. In addition, IRA rollover or
transfer contributions can be accepted into a Plan from qualified individuals.

7. PRE-AUTHORIZED CHECK INVESTMENT PROGRAM

If a Planholder wishes to have investments in his Plan made automatically
without having to write a check each month, the Planholder may request that
investments be made by means of pre-authorized checks. Under this program, each
month BFDS will draft the Planholder's bank account in the amount of the monthly
payment. The proceeds of the draft (less applicable Creation and Sales Charges
and other applicable fees and charges) will be invested in the Planholder's
account.

To initiate a Pre-Authorized Check Investment Program, the Planholder
should complete the Pre-Authorized Check Form and send it along with a voided
blank check to BFDS. The Planholder may terminate a Pre-Authorized Check
Investment Program at any time by written notice to BFDS at least five days
prior to the date of the next scheduled draft.

8. TRANSFER OR ASSIGNMENT

To secure a loan, a Planholder may assign his right, title and interest in
a Plan to a bank or other lending institution. (Qualified retirement plans,
including IRAs, are required by federal tax law to be non-assignable.) The bank
or other lending institution, however, will not be entitled to exercise the
right of partial withdrawal or partial liquidation. During the term of the
assignment, the Planholder will be entitled to all dividends and distributions
on Fund shares. In addition, a Planholder may:

(a) transfer his right, title and interest to another person whose
only right shall be the privilege of complete withdrawal from the Plan; or

(b) transfer his right, title and interest to another person, trustee
or custodian acceptable to the Sponsor, who has made application to the
Sponsor for a similar Plan.

9
<PAGE> 19

A charge of $2.50 is made for each such transaction plus transfer taxes,
where applicable.

The Custodian will, at the request of the assignee, record an assignment
until such time as the assignee notifies BFDS that the assignment has been
released. No such assignment will be binding on the Custodian until it is
recorded. Until the Custodian and the Sponsor have permitted such assignment to
be recorded, they may treat the Planholder as the sole and absolute owner of the
Plan and the related Fund shares.

9. ACCELERATION OF INVESTMENTS

A Planholder may complete a Plan ahead of schedule by making investments in
advance of scheduled dates, but the Planholder may normally not make more than
24 investments in any one calendar year (including the current investment). In
addition to these investments made in advance of their scheduled dates, a
Planholder may make an additional 24 investments during the life of a Plan.
Advance investments do not change the normal sequence of the dates for scheduled
Plan investments; i.e., a Plan does not become "delinquent" in its investments
until all advance investments have been credited for the month in which
investments would have normally been made or applied. There is no reduction in
the Creation and Sales Charges for any advance investments. On multiple
investments, however, the Custodian's fee cannot exceed $5.00. See "Custodian
Fees."

The Sponsor may waive the limitation on advance investments for (a) Plans
established in connection with qualified retirement plans, including IRAs, (b)
the completion in a single investment of a Plan by the estate or joint owner of
a deceased Planholder, or, (c) the investment in a Plan that is in arrears so
that such Plan may become current.

10. CHANGING THE FACE AMOUNT OF A PLAN

A Planholder may increase the amount of a Plan at any time. In addition,
prior to making the sixth investment under a Plan, the Planholder may decrease
the amount of a Plan by as much as 50% of the face amount. Requests for changes
in the face amount of a Plan should be sent to AIM Distributors and should be
accompanied by a completed Plan application for the new face amount. The new
Plan must be in one of the denominations listed on page 4. An increase in a Plan
amount does not create new cancellation and refund rights that are created when
a new Plan is issued. The Creation and Sales Charges already paid on the
existing Plan will be recomputed and applied as a credit to the Creation and
Sales Charges due on the new Plan at the time that it is established. Any
additional Creation and Sales Charges due on the new Plan will be obtained from
a liquidation of Fund shares. A charge of $2.50 will be made by the Custodian
for any change in a Plan denomination; charges will also be made by the
Custodian for any applicable transfer taxes. For a period of six months
following a face change increase, the Planholder may decrease the increased Plan
to a smaller plan size, but not smaller than the original Plan prior to the
increase. Investments already made will be credited to the new Plan.

10
<PAGE> 20

11. EXTENDED INVESTMENT OPTION

Planholders may continue making monthly investments pursuant to the
Extended Investment Option after completing all scheduled investments under a
Plan. Investments under this option are subject to the same deductions as
applied to the last scheduled investment (except that the Custodian reserves the
right to increase the Custodian Fee applicable during this period to the rate
then being charged for new Plans of the same denomination, provided, however,
that such new rate shall not be more than 75% higher than the Custodian Fees
detailed in this Prospectus). A Planholder may stop all future investments under
this option by notifying BFDS in writing, after which no additional investments
will be permitted and the Plan will be deemed completed. If under this option a
Planholder fails to make regularly scheduled investments for six consecutive
months after being credited for any advance investments made under the option,
he forfeits the right to make additional investments, and for Plans established
after May 1, 1993 the Plan may be terminated by the Sponsor or the Custodian.
For Plans established prior to May 1, 1993, failure to make regularly scheduled
investments for 12 consecutive months may result in termination of the Plan. The
Sponsor and Custodian will not require termination of an Extended Investment
Option until the 300th payment under a Plan has been made even if such payment
is more than 25 years from the issuance date.

When the Extended Investment Option expires either through failure to make
required monthly investments or upon written notice of termination to BFDS or
for any other reason, the Custodian has the right to increase its fee to the
rate currently being charged for new Plans of the same denomination. In no case,
however, will this new rate be more than 75% higher than the current annual rate
of the Custodian Fees.

12. SYSTEMATIC WITHDRAWAL PROGRAM

When all regularly scheduled investments are completed, a Planholder may
elect to establish a Systematic Withdrawal Program. Planholders holding Plans in
IRAs, Keogh plans, or other retirement plans may elect to establish a Systematic
Withdrawal Program by notifying the Sponsor that the Planholder does not intend
to make any further Plan payments. Under this program, the Planholder can elect
to receive monthly or quarterly checks in any amount of $50 or more. To provide
funds for these payments, the Custodian, as agent for the Planholder, will on
the first business day of each month or quarter redeem shares held in the
Planholder's account at the net asset value of the Fund in effect at the time of
each such redemption. The Planholder may change the amount of payments made to
him under a Systematic Withdrawal Program or discontinue a Systematic Withdrawal
Program at any time.

While a Systematic Withdrawal Program is in effect, the Planholder may not
elect to receive, in cash, dividends and distributions on Fund shares held in
his account. A Planholder may not simultaneously maintain an uncompleted Plan
and a Systematic Withdrawal Program.

Payments received by a Planholder under a Systematic Withdrawal Program are
treated as derived from a taxable transaction. Since such payments are funded by
the redemption of shares of the Fund, they will be treated for tax purposes as a
sale or exchange of a capital asset, resulting in the recognition of a capital
gain or loss, rather than as ordinary income.

A charge of $1.00 per check will be made for each payment under a
Systematic Withdrawal Program. This charge is collected by redeeming the
necessary fractional shares. For any payment

11
<PAGE> 21

made ten years after the issuance of a Plan, the charge may be increased to the
amount specified in the then current Prospectus. However, this charge may not
exceed $1.75. The Sponsor reserves the right (upon 90 days' notice to
Planholders) to discontinue offering Systematic Withdrawal Programs.

13. CANCELLATION AND REFUND RIGHTS

Planholders have certain rights of cancellation. Within 60 days after
issuance of the Plan, the Sponsor will send to the Planholder a notice regarding
his cancellation rights. If the Planholder elects to cancel his Plan, a written
request must be submitted to BFDS so that it is received within 45 days after
the mailing of that notice. The Planholder will receive a cash refund equal to
the sum of (1) the total current net asset value of the Fund shares credited to
his Plan account on the date that the cancellation request is received by BFDS
and (2) an amount equal to the difference between the total investments made
under the Plan and the net amount invested in Fund shares.

In addition, a Planholder may submit a written request to BFDS at any time
within an 18-month period beginning on the date of the issuance of the Plan and
receive from the Sponsor a cash payment equal to the sum of (1) the total
current net asset value of the Fund shares credited to the account on the date
of redemption and (2) an amount by which the Creation and Sales Charges deducted
from the Planholder's total investments exceed 15% of the investments made up to
the date of redemption. Custodian Fees and Service Charges are not subject to
refund.

In order to receive the above refunds, the Planholder's request should be
sent in writing, with the signature guaranteed, as required by the Custodian, to
Boston Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts
02266-8300.

For Plans established after May 1, 1993, the Sponsor will send the
Planholder a written notice of the 18-month right of cancellation if either of
the following occurs: (a) if during the first 15 months after the date of
issuance of the Plan, the Planholder has missed three investments or more; or
(b) if following the first 15 months after the date of issuance of the Plan (but
prior to 18 months after such date), the Planholder has missed one investment or
more. In the event the Sponsor has previously sent a notice in connection with
event (a) above, a second notice will not be sent even if additional investments
are missed. These notices will inform Planholders of their Plan cancellation
rights as set forth above, and also will include the value of the account and
the amount the Planholder would be entitled to receive upon cancellation, as of
the date of the notice.

For Plans established prior to May 1, 1993, the Sponsor will send the
Planholder a notice within 30 days following the expiration of 15 months after
the date of the issuance of the Plan Certificate if the Planholder has missed
three investments or more. The Sponsor will also send the Planholder a notice
(described above) if he has missed one investment or more after the expiration
of the 15 month period but prior to the expiration of the 18 month period. These
notices will inform the Planholder of his rights of cancellation as set forth
above, of the value of his account at the time the notice is sent and of the
amount to which he is entitled if he chooses to redeem his Plan.

14. PARTIAL WITHDRAWAL OR PARTIAL LIQUIDATION WITHOUT TERMINATION

If a Planholder wishes to withdraw part of his investment in his Plan
without terminating his Plan, he may do so, subject to the restrictions
specified below.

12
<PAGE> 22

If a Planholder wishes to receive cash instead of Fund shares, he may
direct the Custodian, acting as his agent, to withdraw and then redeem
(liquidate) part of his shares and remit the net proceeds to him, again subject
to the restrictions specified below. When a partial liquidation has been
effected through the redemption of Fund shares by the Custodian, the Planholder
may, but is not required to, restore the value of his Plan by remitting to BFDS
an amount equal to the cash withdrawal, which amount will be used to purchase
Fund shares for his account at the next determined net asset value of the Fund
shares. This restoration cannot be made earlier than 90 days (45 days for
Individual Retirement Accounts) following a partial liquidation. All
reinvestments must be at least 25% of the amount withdrawn or $2,000, whichever
is less. There may be federal income tax consequences upon a partial liquidation
of Fund shares; restoration of a partial liquidation of IRA shares must be made
within 60 days in order to avoid tax consequences, including early withdrawal
penalties. See "Taxes." A Planholder may, however, make a partial withdrawal and
reinvestment in a manner which complies with the Internal Revenue Code rules
relating to IRA rollovers.

The partial liquidation and restoration privilege is intended to facilitate
the temporary use for emergency purposes of funds invested in a Plan. The
Sponsor reserves the right to limit a Planholder to exercising the partial
liquidation and restoration privilege once during the period of a calendar year,
although the Sponsor currently does not enforce this limit. The Sponsor reserves
the right to impose such additional restrictions as, in its judgment, are
necessary to conform to the requirements of Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.

A partial withdrawal or liquidation will only be allowed if the Planholder
has owned his Plan for at least 45 days. The number of Fund shares involved
cannot exceed 90% of the shares in his account and the amount involved must be
at least $100. A charge of $2.50 will be made by the Custodian for each partial
withdrawal, liquidation or restoration, and the Planholder will be liable for
any transfer taxes that may be required. Restorations of amounts withdrawn by a
Planholder as a partial liquidation should be clearly identified as such, in
order to distinguish them from additional payments. A partial withdrawal or
liquidation will not affect the total number of Plan investments, the period in
which such investments are to be made, or the unpaid balance of Plan investments
under the Plan.

See "Complete Withdrawal or Termination" below for information concerning
the method of instructing the Custodian to effect a partial withdrawal or
liquidation and the circumstances under which the redemption of shares may be
delayed.

15. COMPLETE WITHDRAWAL OR TERMINATION

A Planholder may terminate his Plan at any time upon written request to
BFDS. In terminating his Plan he may request the Custodian to deliver to him in
certificate form the Fund shares he has accumulated (properly registered in his
name) or he may direct the Custodian, as his agent, to withdraw his shares,
redeem (liquidate) them and send him the proceeds. A charge of $2.50 will be
made by the Custodian for a complete withdrawal, and the Planholder will be
liable for any transfer taxes that may be required. If the Planholder directs
the delivery of his Fund shares, sufficient shares will be redeemed to pay
authorized deductions and transfer taxes and leave no fractional shares, with
any net balance to be paid in cash. The redemption of Fund shares is a taxable
event. See "Taxes."

13
<PAGE> 23

Instructions for both partial or full liquidation of Fund shares held in a
Plan must be in the form of a letter signed by the Planholder with the signature
guaranteed, as required by the Custodian. A signature guarantee is designed to
protect the Planholder, the Plan, the Sponsor and the Custodian. Acceptable
guarantors are banks, broker-dealers, savings and loan associations, credit
unions, national securities exchanges and any other "eligible guarantor
institution" as defined in rules adopted by the United States Securities and
Exchange Commission (the "SEC"). A notary public is not an acceptable guarantor.
It is the present policy of the Sponsor not to require signature guarantees for
liquidation requests of under $50,000 unless the proceeds are to be paid to a
person other than the record owner or are to be sent to an address other than
the one of record. Upon notice to the Planholder, this policy may be changed.
Currently, in addition to these requirements, if a Planholder has invested in
the Plan to establish an IRA, he should include the following information along
with his written request for either partial or full liquidation of Fund shares:
(a) a statement as to whether or not he has attained age 59 1/2; (b) a statement
as to whether or not he is legally disabled; (c) a statement as to whether or
not he elects to have federal income tax withheld from the proceeds of the
liquidation; and (d) his Social Security number along with the following
statement: "I certify under penalties of perjury that the Social Security number
provided is correct and that I am not subject to backup withholding either
because I am exempt from backup withholding, I have not been notified by the
Internal Revenue Service that I am subject to backup withholding, or the
Internal Revenue Service has notified me that I am no longer subject to backup
withholding." If a Planholder has been notified by the Internal Revenue Service
that he is currently subject to backup withholding, then the preceding statement
should be modified accordingly. Even if he elects not to have federal income tax
withheld, he is liable for federal income tax on the taxable portion of the
liquidation. He may also be subject to tax penalties under the estimated tax
payment rules if his payments of estimated tax and withholding, if any, are not
adequate. All documents must be in proper order before any liquidation can be
executed. Liquidation requests should be sent to BFDS. The redemption price will
be the net asset value of Fund shares next determined after such documents in
proper order have been received by AIM Distributors or BFDS.

Except as set forth below, the Planholder will be sent the proceeds of a
partial or complete liquidation within seven days after receipt by BFDS of all
necessary documents in proper order. However, BFDS will not mail redemption
proceeds to the Planholder until checks received for any shares purchased by the
Planholder have cleared. The payment period may be extended if the Custodian's
right to redeem shares of the Fund has been suspended or restricted because: (a)
trading on the New York Stock Exchange is restricted, as determined by the
applicable rules and regulations of the SEC; (b) the New York Stock Exchange is
closed for other than customary weekend and holiday closings; (c) the SEC has by
order permitted such suspension; or (d) an emergency as determined by the SEC
exists making disposition of portfolio securities or the valuation of the net
assets of the Fund not reasonably practicable.

16. PLAN REINSTATEMENT PRIVILEGE

A Planholder may, within 60 days after he has completely terminated his
Plan as described in paragraph 15 above, by written request to BFDS, reinstate
his Plan without any sales charge, subject to certain restrictions:

A. By including with the request an amount equal to but not less than
10% of the redemption proceeds, if no refunded sales charges were provided
in the termination.

14
<PAGE> 24

B. By including with the request the full amount of all refunded sales
charges, plus an amount equal to but not less than 10% of the shares
redeemed, if the termination was done under the privileges described in
paragraph 13, page 12.

A Planholder may not reinstate a terminated plan if he has ever exercised
the privilege previously. If the Plan Reinstatement Privilege is exercised,
neither the total number of monthly investments to be made nor the unpaid
balance of monthly Plan investments under the Plan will be affected.

The complete termination of a Plan will normally result in the realization
of gain or loss for federal income tax purposes depending upon the Planholder's
basis for his terminated Plan. Any gain will be recognized and subject to the
applicable capital gains tax; however, if a loss were realized, reinstatement of
the Plan could effect a "wash sale," in which event the loss will not be
recognized for tax purposes. The amount of the non-recognized loss will however,
be added to the cost of the reinstated Plan to determine the Planholder's basis
for tax purposes.

In addition to the Plan Reinstatement Privilege described above, the
Sponsor may from time to time permit Planholders who have previously terminated
their Plans to establish new Plans on the following terms:

1. The Planholder must open the new Plan with an investment equal to
or less than the amount of the redemption proceeds received upon
liquidation of the former Plan. No Creation and Sales Charges or Custodian
fees will be subtracted from the initial investment.

2. The number of the next payment due on the new Plan will be the
number of the next payment due on the former Plan at the time it was
terminated.

3. Creation and Sales Charges on the new Plan will be the Creation and
Sales Charges that would currently be applicable to the former Plan.

The ability to establish such new Plans will not be generally available,
but will be available only during such limited time periods as may be specified
by the Sponsor from time to time.

17. CONTINUATION OF CUSTODIANSHIP

If, after the Planholder has completed his Plan investments, the Planholder
does not elect a complete or partial withdrawal of his investment in his Plan or
termination of his Plan, then the Custodian will retain custody of the Fund
shares (provided there is no substitution of Fund shares, as discussed below)
and will continue to perform all of its services until after the 300th payment
under the Plan has been made. The Planholder may, however, elect to continue the
Custodianship after the 300th payment under the Plan, subject to the right of
the Sponsor or Custodian to terminate the Plan.

CUSTODIAN AND SPONSOR CHARGES

CREATION AND SALES CHARGES

The Sponsor receives the Creation and Sales Charges as compensation for its
services and costs in creating the Plans and arranging for their administration,
for making the Fund shares

15
<PAGE> 25

available to Planholders at their net asset value and for all selling expenses
and commissions with respect to the Plans. These charges are deducted from each
investment and are larger on the first year's investments than on subsequent
investments. For example, on a $50 per month Plan, $25.00 is deducted from each
of the first 12 investments during the first year. After the first year, the
charge drops to $2.77 per investment.

During the fiscal years ended October 31, 1995 and October 31, 1994, and
the fiscal period ended October 31, 1993, total investments made by all
Planholders amounted to $110,113,722, $114,796,966 and $99,330,877,
respectively. The amount of Creation and Sales Charges deducted from these
investments was $5,419,794, $7,193,650 and $8,613,680, respectively, of which
amount $420,623, $529,672 and $654,287, respectively, was retained by the
Sponsor and $4,999,171, $6,663,978 and $7,959,393, respectively, was paid to
investment dealers who participated in the sale of Plans.

Plans may be purchased directly from the Sponsor and investments may be
made thereunder without deduction of Creation and Sales Charges by directors,
officers and full-time employees of the Fund and the Sponsor and its affiliates.
The Sponsor foregoes the Creation and Sales Charges on Plans purchased by such
persons because any expenses incurred by it in connection with such purchases
are expected to be minimal.

CUSTODIAN FEES AND SERVICE CHARGES

For its services under a Plan, the Custodian deducts $1.50 per investment
as a service fee. This fee is deducted from Plan investments prior to the
purchase of Fund shares. The Custodian's fee charged at any one time may not
exceed $5.00. Thus, if a Planholder submits four or more investments at one
time, the aggregate Custodian Fee deducted from all such investments will be
$5.00.

After the completion of all Plan investments, or, if investments have been
made in advance, after the expiration of 15 years from the date of the Plan
(provided the Planholder has not exercised the Extended Investment Option), the
Custodian receives for its services an annual fee of $12.00. The Custodian also
deducts this fee on Plans on which no investment has been made for a 12-month
period. This fee will normally be deducted from the first combined income
dividend and capital gains distribution in each year, but the Custodian is
authorized to collect these fees from the proceeds of the sale of Fund shares
held for the Planholder's account, if necessary.

The aggregate amount of Custodian Fees deducted by the Custodian with
respect to all Plans during the fiscal year ended October 31, 1995 was
$1,411,202.

Each year the Custodian will deduct from each Planholder's account an
amount necessary to reimburse actual expenses (such as postage, forms and
envelopes) incurred by the Sponsor during the previous year in performing
certain administrative duties, but in no event will this deduction exceed $10.00
per year. These duties include the mailing to Planholders of required periodic
reports, dividend statements and tax notices; the arranging for periodic audits
of the Custodian's records by independent certified public accountants; and the
preparation and filing of federal and state reports essential to the continuance
of the Custodianship. This amount is payable from income dividends and capital
gains distributions, but if these dividends and distributions are insufficient,
the amount is collectible by the Custodian from the proceeds of the sale of Fund
shares held for the Planholder's account. The amount of the Service Charge will
be determined annually by

16
<PAGE> 26

pro-rating the Plans' administrative costs over the total number of Plan
accounts. The Service Charge on Plans established prior to June 1, 1983 shall be
as specified in the Plan Certificate.

The aggregate annual charges and deductions for maintenance and other
expenses assessed to Planholders for the fiscal years ended October 31, 1995 and
October 31, 1994, stated as a percentage of total distributions (includes
dividends and capital gains) from Fund shares for such period or years, were
1.20% and 0.92%, respectively. No ratio is given for the ten month fiscal period
ended October 31, 1993 as no distributions were declared by the Fund during such
period. Distributions, if any, are normally declared in December of each year.
The aggregate annual charges and deductions for maintenance and other expenses
assessed to Planholders for the fiscal year of the Sponsor ended December 31,
1995 was $460,258.

INCIDENTAL SERVICE FEES

A Custodian charge of $2.50, in addition to the amount of any applicable
transfer taxes, is made in the case of each transfer of title, each change in a
Plan denomination, each partial or complete liquidation, each restoration, each
declaration of trust (other than one filed concurrently with the application for
the Plan), each recording of an assignment, each reissuance of a Plan, and each
termination of a Plan prior to completion. A charge of $1.00 is made for each
payment under a Systematic Withdrawal Program, and a charge of $3.00 per account
per year is made for the preparation of a complete transcript of a Planholder's
account. A charge of $5.00 is made for any check or pre-authorized check which
is not honored by the bank on which it is drawn. The incidental service fees
described above will be paid by the Sponsor. Although it has no current
intention of doing so, the Sponsor reserves the right to reimpose these fees at
some future date.

Except as specifically provided in this Prospectus, there will be no
deductions, charges, or fees of any kind on Plan payments, Fund shares held for
the Planholder's account, or dividends or distributions paid by the Fund.

TAXES

Under the Internal Revenue Code of 1986, as amended (the "Code"), each
Planholder is deemed for federal income tax purposes to be the owner of the
underlying Fund shares accumulated in his account. Dividends and distributions
on such shares paid to the Planholder used to pay the Custodian Fee or Service
Charge or reinvested in additional Fund shares are taxable to the Planholder.
See "Dividends, Distributions and Tax Matters" in the accompanying Fund
prospectus for a discussion of the tax treatment of such dividends and
distributions. As soon as practicable after the close of each calendar year, the
Planholder will be advised of the amount and nature of the ordinary income
dividends and capital gains distributions received on his behalf during such
year.

The Creation and Sales Charges deducted from a Planholder's investments in
the Plan are not deductible for tax purposes by the Planholder, but are included
in the Planholder's tax basis for the Fund shares in his account. The Custodian
Fee and Service Charge paid by a Planholder (whether as a deduction from the
Planholder's investments in the Plan or as a deduction from the distributions
made on the Fund shares in the Planholder's account) are deductible for tax
purposes by the Planholder only if he itemizes deductions and then only to the
extent that the Custodian Fee and Service Charge, together with the Planholder's
other miscellaneous itemized deductions, exceed 2% of the Planholder's adjusted
gross income. Further, certain itemized deductions of the Planholder

17
<PAGE> 27

(including any portion of miscellaneous itemized deductions which exceeds the 2%
floor, state and local income and property taxes, home mortgage interest, and
charitable contributions) will be reduced (but not by more than 80% thereof) by
3% of the Planholder's adjusted gross income in excess of $117,950 (for tax
years beginning in 1996 and as annually adjusted for inflation). This amount is
calculated differently for married persons filing separate income tax returns.

Under provisions of the Code, the Custodian may be required to withhold
from dividends and liquidations 31% of all amounts otherwise payable to
Planholders who have not provided the Custodian with a correct certified social
security number or tax identification number or those who have been notified by
the Internal Revenue Service that they are subject to "backup withholding"
because of underreporting of reportable payments. The amounts withheld will be
credited against the Planholder's federal income tax liability, and, if
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.

Neither the Custodian, BFDS, nor the Sponsor bears any taxes arising from
the custody of the Fund shares or the operations of the Custodianship under the
Plans. The Custodian, BFDS, and the Sponsor are authorized to incur any expenses
deemed necessary or appropriate in connection with any claim or possible claim
for taxes against the Custodianship or the accounts of Planholders. The Sponsor
or the Custodian may, in its discretion, deduct charges against the account of
the Planholder on a pro rata basis (determined by reference to the total number
of Fund shares affected) in order to pay or set up reserves for such claims and
related expenses.

SUBSTITUTION OF SHARES

Shares of the Fund have been the underlying investment for the Plans since
their inception. The Sponsor may substitute shares of another investment medium
as the underlying investment if it deems such action to be in the best interests
of the Planholders. Such substituted investment shall be generally comparable in
character and quality to the Fund's shares, and shall be registered with the SEC
under the Securities Act of 1933, as amended. Before any substitution can be
effected, the Sponsor must:

(a) Obtain an order from the SEC approving such substitution under the
provisions of Section 26(b) of the Investment Company Act of 1940, as
amended (the "1940 Act");

(b) Give written notice of the proposed substitution to the Custodian;

(c) Give written notice of the proposed substitution to each
Planholder, giving a reasonable description of the substituted fund shares,
with the advice that, unless the Planholder responds within 30 days of the
date of mailing of such notice, the Planholder will be considered to have
agreed to bear his pro rata share of expenses and taxes in connection with
the substitution. The pro rata share of expenses and taxes are payable from
any income dividends and any capital gains distributions, but if such
dividends and distributions are insufficient, the pro rata share of
expenses and taxes are collectable by the Custodian from the proceeds of
the sale of Fund shares held for the Planholder's account; and

(d) Provide the Custodian with a signed certificate stating that such
notice has been given to the Planholders.

18
<PAGE> 28

If no response is received within the 30-day notice period, the Custodian
shall purchase shares of the substituted fund with subsequent investments
received from the Planholder and any dividends and distributions which may be
reinvested for his account. If shares of the substituted fund are also to be
substituted for the shares already held, the Sponsor must arrange for the
Custodian to be furnished, without payment of a sales charge of any kind, with
shares of the substituted fund having an aggregate value equal to the value of
shares of the Fund for which they are to be exchanged.

If Fund shares are not available for purchase for a period of 90 days or
longer, and the Sponsor fails to substitute other shares, the Custodian may, but
is not required to, select another underlying investment. If the Custodian
selects a substitute investment, it shall first obtain an order from the SEC
approving such substitution as specified above and then shall notify the
Planholder, and if, within 30 days after mailing such notice, the Planholder
gives his written approval of the substitution and agrees to bear his pro rata
share of actual expenses, including any tax liability sustained by the
Custodian, the Custodian may thereafter purchase such substituted shares. The
Planholder's failure to give such written approval within the 30-day period
shall give the Custodian authority to terminate his Plan.

If Fund shares are not available for purchase for a period of 90 days or
longer, and neither the Sponsor nor the Custodian substitutes other shares, the
Custodian shall have the authority, without further action on its part, to
terminate the Plans.

TERMINATION OF A PLAN

A Plan will normally remain in existence until the Planholder has made 300
investment units into the Plan. Neither the Sponsor nor the Custodian can
terminate a Plan established after May 1, 1993 sooner unless the Planholder has
failed to make investments under his Plan for a period of 6 consecutive months
(12 consecutive months for Plans established prior to May 1, 1993) from the
scheduled due date of the last investment made (including any investments made
in advance of their scheduled due dates). For example, the post-May 1, 1993 Plan
of a Planholder who has made all investments due under his Plan through June
30th of a given year (regardless of when such investments were made) and who
makes no further investments, may not be terminated prior to December 31st of
that same year. Any scheduled investment made prior to the termination of a Plan
extends the due dates of all future investments for a period equal to the period
during which no investments were made. Accordingly, a Planholder need only make
one investment during each 6-month period (or 12-month period for Plans
established prior to May 1, 1993) to prevent his Plan from being terminated.

A Plan may also be terminated prior to the accumulation of 300 investment
units if shares of the Fund are not available and a substitution is not made.
After 300 investment units have been made, or on the happening of any of the
other events justifying termination, the Sponsor or the Custodian has the right
to terminate a Plan 60 days after mailing written notice of the termination to
the Planholder.

On termination, the Custodian, acting as the Planholder's agent, must
withdraw the shares from the Custodianship and, as the Planholder's agent, may
surrender for liquidation all of the Fund shares credited to the account of the
Planholder, or sufficient Fund shares to pay all authorized deductions and leave
no fractional shares. Any adjustment in Creation and Sales Charges or other
charges occasioned by virtue of the termination by the Planholder through the
exercise of one of the

19
<PAGE> 29

refund privileges will be made at the same time. The shares and/or cash, after
payment of all authorized deductions, will be held by the Custodian as agent for
the Planholder for delivery to the Planholder upon instruction by the
Planholder. No interest will be paid on any cash balances held. If a response is
not received within 60 days after mailing the notice of termination to the
Planholder, the Custodian, in its discretion, may mail the shares, and its check
payable to the former Planholder, to the last known address of record of the
Planholder, and the Planholder will be deemed to have no further rights under
the Plan. In all events, terminated Plans will not be resold. Undeliverable
shares and funds will be held by the Custodian in trust for the account of the
Planholder to whom they belong, subject to the abandoned property laws of The
Commonwealth of Massachusetts.

THE CUSTODIAN

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02101, acts as Custodian for the Plans pursuant to a custodian
agreement, dated September 24, 1982, as amended and restated on June 1, 1983,
(the "Custodian Agreement") with respect to Plans issued on or after such date.
The Custodian is a corporation organized under the laws of the State of
Massachusetts. The Internal Revenue Service Employer Identification Number of
the Custodian is 04-1867445. The Custodian also acts as custodian and transfer
agent for the Fund.

The duties of the Custodian under the Custodian Agreement include the
receipt of all investments from Planholders and income dividends and capital
gain distributions on Fund shares, the processing of all authorized deductions
therefrom and the purchase and retention of Fund shares for the Planholders'
accounts. The Custodian also effects partial or complete liquidations of Plans
in connection with withdrawals or terminations and the various other functions
heretofore discussed.

The Custodian receives and holds in trust without interest all cash and
Fund shares held by a Plan until completion and/or termination of the Plan. BFDS
keeps a complete record of each Planholder's account and mails receipts for each
Planholder's investments showing the number of shares held for the Planholder's
account, notices (including distribution notices and tax statements), reports to
shareholders, prospectuses and proxy material. The Custodian causes periodic
audits to be taken of the records maintained by it relating to the Plans, unless
such audits are arranged for by the Sponsor, and prepares and files tax returns
and other reports required by law. The Custodian has assumed only those
responsibilities specifically imposed on it under its Custodian Agreement with
the Sponsor. The Custodian has no responsibility for the choice of the
underlying investment, for the investment policies and practices of the
management of the Fund, for the acts or omissions of the Sponsor, for compliance
by the Sponsor with the laws of the United States, any state or other
jurisdiction relating to the sale, registration or qualification of securities,
or for compliance by the Sponsor with any rules, regulations or orders of any
regulatory agencies or commissions, for the validity of written designations of
beneficiaries executed by Planholders, or for signatures guaranteed by persons
other than banks or members of national securities exchanges.

The Custodian is authorized to commingle only those payments, dividends and
certificates of Fund shares which are held for or received from the various
Planholders of Plans which are subject to this Prospectus. The Custodian is also
authorized to cause all Plan certificates issued prior to March 1, 1995 to be
registered in its name or in the name of its nominees. While the custodian does
not assert a lien in general terms on the property held by it, the authorization
conferred on the

20
<PAGE> 30

Custodian to make the various deductions heretofore discussed, and in certain
cases to sell Fund shares, may be considered authorization to the Custodian to
create liens upon the property held by it.

The Custodian Agreement cannot be amended to affect the rights and
privileges of any Planholder without his written consent.

Under certain circumstances as provided in the Custodian Agreement, the
Sponsor or the Custodian has the right to terminate the services of the
Custodian. However, no such termination or resignation may be made as to the
Plans then in force unless all Fund shares have been liquidated and the proceeds
distributed to the Planholders, or unless a successor custodian has been
designated and has accepted the custodianship. Any successor custodian must be a
bank or trust company having at all times aggregate capital, surplus and
undivided profits in excess of $1,000,000. Notice of such a change will be sent
to Planholders, but their consent is not required.

THE SPONSOR

A I M Distributors, Inc., (11 Greenway Plaza, Houston, Texas, 77046) the
Sponsor and principal underwriter of the Plans offered by this Prospectus, was
incorporated under the laws of the State of Delaware on November 18, 1976. It is
a wholly-owned subsidiary of A I M Advisors, Inc. and a member of the National
Association of Securities Dealers, Inc. The Sponsor's directors and principal
officers are listed below. The Internal Revenue Service Employer Identification
Number of A I M Distributors, Inc. is 74-1894784.

Charles T. Bauer is Director, Chairman and Chief Executive Officer, A I M
Management Group Inc.; Chairman of the Board of Directors, A I M Advisors, Inc.,
A I M Capital Management, Inc., A I M Distributors, Inc., A I M Fund Services,
Inc., A I M Global Associates, Inc., A I M Global Holdings, Inc., A I M
Institutional Fund Services, Inc., and Fund Management Company; and Director,
AIM Global Advisors Limited, A I M Global Management Company Limited and AIM
Global Ventures Co.

Michael J. Cemo is Director and President, A I M Distributors, Inc.;
Director and Senior Vice President, A I M Management Group Inc.; and Director,
A I M Fund Services, Inc.

Robert H. Graham is Director, President and Chief Operating Officer, A I M
Management Group Inc.; Director and President, A I M Advisors, Inc.; Director
and Senior Vice President, A I M Capital Management, Inc., A I M Distributors,
Inc., A I M Fund Services, Inc., A I M Global Associates, Inc., A I M Global
Holdings, Inc., AIM Global Ventures Co., A I M Institutional Fund Services, Inc.
and Fund Management Company; and Senior Vice President, AIM Global Advisors
Limited.

Gary T. Crum is Director and President, A I M Capital Management, Inc.;
Director and Senior Vice President, A I M Management Group Inc., A I M Advisors,
Inc., A I M Global Associates, Inc., A I M Global Holdings, Inc., and AIM Global
Ventures Co.; Director, A I M Distributors, Inc.; and Senior Vice President, AIM
Global Advisors Limited.

W. Gary Littlepage is Senior Vice President, A I M Distributors, Inc., and
Vice President, A I M Management Group Inc.

James L. Salners is Director and Senior Vice President, A I M Distributors,
Inc.

John Caldwell is Senior Vice President, A I M Distributors, Inc., A I M
Management Group Inc.; Director and President, A I M Fund Services, Inc.; and
Director and Vice President, A I M Institutional Fund Services, Inc.

21
<PAGE> 31

Gordon J. Sprague is Senior Vice President, A I M Distributors, Inc.

Michael C. Vessels is Senior Vice President, A I M Distributors, Inc.

Lawrence E. Manierre is First Vice President, A I M Distributors, Inc.

James E. Stueve is First Vice President, A I M Distributors, Inc.

Carol F. Relihan is Senior Vice President, General Counsel and Secretary,
A I M Advisors, Inc.; Vice President, General Counsel and Secretary, A I M
Management Group Inc.; Vice President and General Counsel, Fund Management
Company; Vice President and Secretary, A I M Global Associates, Inc., and A I M
Global Holdings, Inc.; Vice President and Assistant Secretary, AIM Global
Advisors Limited and AIM Global Ventures Co.; and Vice President, A I M Capital
Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc. and A I M
Institutional Fund Services, Inc.

John J. Arthur is Senior Vice President and Treasurer, A I M Advisors,
Inc.; Vice President and Treasurer, A I M Management Group Inc., A I M Capital
Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc., A I M
Institutional Fund Services, Inc. and Fund Management Company; and Vice
President, AIM Global Advisors Limited, A I M Global Associates, Inc., A I M
Global Holdings, Inc., and AIM Global Ventures Co.

Ofelia D. Mayo is General Counsel and Vice President, A I M Distributors,
Inc.; and Assistant General Counsel and Assistant Secretary, A I M Advisors,
Inc., A I M Capital Management, Inc., A I M Fund Services, Inc., A I M
Institutional Fund Services, Inc., and Fund Management Company.

Charles R. Dewey is Vice President, A I M Distributors, Inc.

Sidney M. Dilgren is Vice President, A I M Distributors, Inc. and A I M
Fund Services, Inc.

William H. Kleh is Director, Chairman and President, AIM Global Ventures
Co.; Director and Managing Director, AIM Global Advisors Limited; Director and
President, A I M Global Associates, Inc. and A I M Global Holdings, Inc.;
Director and Senior Vice President, A I M Advisors, Inc.; Director and Vice
President, A I M Capital Management, Inc.; Director, A I M Global Management
Company Limited, and Fund Management Company; Senior Vice President, A I M
Management Group Inc.; and Vice President, A I M Distributors, Inc.

Frank V. Serebrin is Vice President, A I M Distributors, Inc.

B. J. Thompson is Vice President, A I M Distributors, Inc.

Robert D. Van Sant is Vice President, A I M Distributors, Inc.

Mr. Bauer and Mr. Graham are directors of, and Messrs. Bauer, Graham, Kleh,
Arthur and Ms. Relihan are officers of, some or all of the investment companies
advised or managed by A I M Advisors, Inc. ("AIM"). As of January 30, 1996, Mr.
Bauer owned of record .004% of the Plans, which represented beneficial ownership
of 4,183.57 shares of the Fund and Mr. Graham owned of record .02% of the Plans,
which represented beneficial ownership of 19,255.01 shares of the Fund.
Directors of the Sponsor do not receive any compensation for their services.
Officers and employees of the Sponsor receive no compensation from the Sponsor,
but are compensated by A I M Management Group Inc. ("AIM Management"). All
officers and employees of the Sponsor are currently covered by a fidelity bond
in the amount of $20,000,000. AIM, a wholly-owned subsidiary of AIM Management,
acts as investment advisor of the Fund and receives a fee from the Fund for its
services.

22
<PAGE> 32

The Sponsor is the principal underwriter of the Fund and of the following
other open-end investment companies advised or managed by AIM: AIM Equity Funds,
Inc., AIM Funds Group, AIM International Funds, AIM Investment Securities Funds
(Limited Maturity Treasury Portfolio-AIM Limited Maturity Treasury Shares), AIM
Summit Fund, Inc., AIM Tax-Exempt Funds, Inc., AIM Variable Insurance Funds,
Inc., and Summit Investors Plans. AIM serves as investment advisor to each of
such investment companies. For information concerning these investment companies
and AIM Management, AIM and A I M Capital Management, Inc., and the investment
management and investment advisory fees received by AIM from the Fund, see
"Management of the Fund -- The Investment Advisor" in the attached prospectus of
the Fund.

GENERAL

The Plans are organized under and are governed by the laws of The
Commonwealth of Massachusetts, except that the laws of the State of New York
govern the substantive legal rights of Planholders holding Plans issued prior to
June 1, 1983. The Plans are considered to be a unit investment trust under the
1940 Act and are so registered with the SEC. Such registration does not imply
supervision of management or investment practices or policies by the SEC.

Since the Custodian Agreement does not provide for the amendment of
outstanding Plans, no changes will be made in the terms or conditions of Plans
once they have been issued; therefore, the consent of Planholders to changes in
Plans issued thereafter is not required. The Sponsor will give the Planholders
notice of any changes in any indenture or agreement relating to the Plans and
affecting them or in the identity of the Sponsor or Custodian, but such changes
do not require their consent.

The Plans are distributed by authorized investment brokers and mutual fund
dealers who are members of the National Association of Securities Dealers, Inc.,
and who have executed dealer agreements with the Sponsor. Commissions of up to
93% of the total Creation and Sales Charges will be paid to such authorized
investment brokers and mutual fund dealers. These dealers and investment brokers
are independent contractors. Nothing herein or in other literature and
confirmations issued by the Sponsor or the Custodian, including the words
"representative" or "commission," shall constitute any dealer or investment
broker, a partner, employee or agent of the Sponsor or the Custodian. Neither
the Sponsor nor the Custodian shall be liable for any acts or obligations of any
such dealer or investment broker. Dealers who receive 90% or more of the
Creation and Sales Charges applicable to Plan payments may be deemed to be
underwriters under the Securities Act of 1933 and may, therefore, be subject to
certain liabilities imposed upon underwriters by such Act. In the event the
broker or dealer of record designated for a Plan is changed after the
establishment of the Plan, such change will appear on the Sponsor's records;
however, payment of commissions on future investments by the Planholder will
continue to be made to the original broker or dealer of record notwithstanding
such change.

Summit Investors Plans are presently offered in all states.

This Prospectus omits certain of the information contained in the
registration statement on file with the SEC. Copies of the registration
statement, including items omitted herein, may be obtained from the SEC by
paying the charges prescribed under its rules and regulations.

23
<PAGE> 33

ILLUSTRATION OF A HYPOTHETICAL $50 MONTHLY
SUMMIT INVESTORS PLAN
FOR INVESTMENT IN SHARES OF AIM SUMMIT FUND, INC.

This table shows results of an assumed investment of $50 per month (the
minimum monthly investment Plan) for the period from the beginning of Summit
Investors Plans, November 1, 1982, to December 31, 1994. The results assume the
reinvestment of capital gains distributions and income dividends in additional
shares of AIM Summit Fund, Inc.

The results shown in this table should not be considered as a
representation of the dividend income or capital gain or loss in a Plan today. A
Plan cannot assure a profit or protect against depreciation in declining
markets. Common stock prices fluctuate widely over time.

<TABLE>
<CAPTION>
DEDUCTIONS(c)
------------------------- CUMULATIVE
YEAR DIVIDENDS CREATION NET AMOUNT NET AMOUNT
ENDED MONTHLY INVESTMENTS FROM NET TOTAL AND INVESTED INVESTED
12/31 ------------------------- INVESTMENT CUMULATIVE SALES CUSTODIAN IN FUND IN FUND
(a) ANNUALLY CUMULATIVE INCOME COST(b) CHARGES FEE(d) SHARES SHARES
- --------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1982
(2 mos.) $ 100.00 $ 100.00 $ -- $ 100.00 $ 50.00 $ 3.00 $ 47.00 $ 47.00
1983 600.00 700.00 -- 700.00 255.54 18.00 326.46 373.46
1984 600.00 1,300.00 1.75 1,301.75 33.24 18.00 550.51 923.97
1985 600.00 1,900.00 6.91 1,908.66 33.24 18.00 555.67 1,479.64
1986 600.00 2,500.00 36.47 2,545.13 33.24 18.00 585.23 2,064.87
1987 600.00 3,100.00 53.22 3,198.35 33.24 18.00 601.98 2,666.85
1988 600.00 3,700.00 81.11 3,879.46 33.24 18.00 629.87 3,296.72
1989 600.00 4,300.00 318.37 4,797.83 33.24 18.00 867.13 4,163.85
1990 600.00 4,900.00 128.25 5,526.08 33.24 18.00 677.01 4,840.86
1991 600.00 5,500.00 339.23 6,465.31 33.24 18.00 887.99 5,728.85
1992 600.00 6,100.00 107.51 7,172.82 33.24 18.00 656.27 6,385.12
1993 600.00 6,700.00 114.24 7,887.06 33.24 18.00 663.00 7,048.12
1994 600.00 7,300.00 135.18 8,622.24 33.24 18.00 683.94 7,732.06
1995 600.00 7,900.00 428.92 9,651.16 33.24 18.00 977.68 8,709.74
- --------- --------- --------- --------- ---------- ---------- --------- --------- ---------
$ 704.42 $ 237.00

CAPITAL TOTAL VALUE OF
GAINS SHARES ACCUMULATED
REINVESTED OWNED(e) SHARES(f)
---------- ----------
<C> <C> <C>

$ -- 9.428 $ 46.48
-- 68.444 370.97
.62 180.052 905.68
2.76 277.847 1,803.23
200.48 390.732 2,610.09
254.88 515.282 2,937.11
-- 613.217 4,028.84
229.36 755.981 5,889.09
119.97 860.497 6,505.36
368.73 992.132 10,010.61
839.09 1,147.268 11,059.66
769.61 1,294.014 12,551.94
520.43 1,426.949 12,742.66
865.23 1,597.970 17,849.33
---------- --------- ----------
$4,171.16
</TABLE>

NOTES:

(a) The fiscal year end of Summit Investors Plans and the Fund for each year
after 1992 was changed from December 31 to October 31. All data reflect
calendar years ended December 31.

(b) Reflects the total amount of monthly investments plus the cumulative
amount of income dividends reinvested.

(c) The total deductions for the first 12 months of the hypothetical Plan
equal $318.00 or 53% of total investments. If all of the investments of a
15-year Plan were made monthly, total deductions would be $1,035.36 or
11.5% of the total investment.

(d) Does not include a Service Charge, not to exceed $10 per year, payable
first from dividends and distributions and then, if necessary, from
principal, to cover certain administrative expenses actually incurred.
The amount of such charge will be determined annually by pro-rating the
Plans' administrative costs over the total number of Plan accounts. The
Service Charge on Plans established prior to June 1, 1983 shall be as
specified in the Plan Certificate.

(e) Assumes that monthly investments were made on the first business day of
each month.

(f) Based on the Fund's year-end net asset value.

No adjustments have been made for any income taxes payable by investors on
reinvested capital gains distributions and reinvested dividends.

24
<PAGE> 34

INDEPENDENT AUDITORS' REPORT

The Board of Directors of
A I M Distributors, Inc. and Planholders
of Summit Investors Plans:

We have audited the accompanying statement of assets and liabilities of Summit
Investors Plans as of October 31, 1995, and the related statement of operations
for the year then ended and the statement of changes in net assets for each of
the years in the two-year period then ended, and the ten-month period ended
October 31, 1993. These financial statements are the responsibility of the
Plan'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. Our procedures included
confirmation of securities held as trust property as of October 31, 1995 by
correspondence with the custodian. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Summit Investors Plans as of
October 31, 1995, and the results of its operations for the year then ended, and
the changes in its net assets for each of the years in the two-year period then
ended, and the ten-month period ended October 31, 1993, in conformity with
generally accepted accounting principles.

/s/ KPMG PEAT MARWICK LLP

KPMG PEAT MARWICK LLP

Houston, Texas

February 6, 1996

25
<PAGE> 35

SUMMIT INVESTORS PLANS

STATEMENT OF ASSETS AND LIABILITIES

OCTOBER 31, 1995

<TABLE>
<S> <C>
ASSETS:
AIM Summit Fund, Inc. shares, at value
(Plans' investment $758,849,145)....................................... $1,047,129,847
Cash...................................................................... 203,517
--------------
Total assets........................................................... 1,047,333,364
--------------
LIABILITIES:
Creation and Sales Charges payable........................................ 180,270
Custodian charges payable................................................. 1,651
Due to AIM Summit Fund, Inc. ............................................. 21,596
--------------
Total liabilities...................................................... 203,517
--------------
NET ASSETS (Equivalent to $12.14 per share based on 86,254,518
shares of capital stock owned on outstanding plans)....................... $1,047,129,847
==============
</TABLE>

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED OCTOBER 31, 1995

<TABLE>
<S> <C>
Investment income:
Dividends received on shares of AIM Summit Fund, Inc....................... $ 38,399,390
Expenses..................................................................... (460,258)
-------------
Net investment income........................................................ 37,939,132
-------------
Realized and unrealized gain on investments:
Net realized gain on plan liquidations..................................... 10,347,903
Unrealized appreciation of investments..................................... 197,465,112
-------------
Net increase in net assets resulting from operations......................... $ 245,752,147
=============
</TABLE>

See Notes to Financial Statements.

26
<PAGE> 36

SUMMIT INVESTORS PLANS

STATEMENT OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED OCTOBER 31, 1995 AND 1994

AND THE TEN MONTHS ENDED OCTOBER 31, 1993

<TABLE>
<CAPTION>
1995 1994 1993
---------------------------- --------------------------- ---------------------------
AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES
-------------- ----------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value at
beginning of period....... $ 763,448,692 78,062,238 $ 704,307,938 67,333,455 $ 603,747,180 62,629,376
Planholders investments:
Additions from Planholder
Payments................ 110,113,722 114,796,966 99,330,877
Less:
Creation and Sales
Charges.............. 5,419,794 7,193,650 8,613,680
Custodian charges....... 1,411,202 1,456,849 896,735
-------------- ------------- -------------
Amount invested in
AIM Summit Fund, Inc.
shares.................. 103,282,726 10,198,859 106,146,467 11,007,439 89,820,462 9,112,464
Net investment
income reinvested:
Net investment income..... 37,939,132 49,829,720 --
Less: Amount paid
in cash................. 312,419 311,622 --
-------------- ------------- -------------
37,626,713 4,314,990 49,518,098 5,126,097 --
Net realized gain on plan
liquidations.............. 10,347,903 6,235,277 7,191,329
Unrealized market
appreciation
(depreciation) of
investments............... 197,465,112 (50,525,944) 46,943,295
Planholder liquidations..... (65,041,299) (6,321,569) (52,233,144) (5,404,753) (43,394,328) (4,408,385)
-------------- ----------- ------------- ----------- ------------- -----------
Net asset value at end of
period.................... $1,047,129,847 86,254,518 $ 763,448,692 78,062,238 $ 704,307,938 67,333,455
============== ========== ============ ========== ============ ==========
</TABLE>

See Notes to Financial Statements.

27
<PAGE> 37

SUMMIT INVESTORS PLANS

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 1995

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

Summit Investors Plans is a unit investment trust registered under the
Investment Company Act of 1940 with the Securities and Exchange Commission. The
following significant accounting policies are in conformity with generally
accepted accounting principles for unit investment trusts.

A. Security Valuation:

The investment, which consists exclusively of shares of AIM Summit Fund,
Inc., is valued at the net asset value of AIM Summit Fund, Inc. shares on
October 31, 1995.

B. Federal Income Taxes:

No provision is made for Federal income taxes as all income dividends
and capital gain distributions received by Planholders are treated as if
received directly from the underlying Fund.

C. Transaction Dates:

Share transactions are recorded on a trade date basis. Dividend income
and capital gain distributions are recorded on the ex-dividend date.

NOTE 2 -- PLANHOLDERS' COST OF AIM SUMMIT FUND, INC. AND VALUE OF PLANS
OUTSTANDING

The investment in AIM Summit Fund, Inc. is carried at identified cost,
which represents the amount available for investment (including reinvested
dividends of net investment income and realized gains) in such shares after
deduction of sales charges and custodian fees, if applicable, and unrealized
market appreciation. The net value of Plans outstanding is as follows:

PLANS OUTSTANDING

OCTOBER 31, 1995

<TABLE>
<S> <C>
Total payments made by Planholders on Plans outstanding
(net of liquidations)............................................. $ 634,263,717
Net investment income dividends reinvested.......................... 229,410,629
--------------
Total..................................................... 863,674,346
Less:
Creation and Sales Charges........................................ 94,197,924
Custodian charges................................................. 10,627,278
--------------
Net investment in AIM Summit Fund, Inc. shares (identified cost).... 758,849,144
Unrealized market appreciation of investments....................... 288,280,703
--------------
Value of Plans outstanding.......................................... $1,047,129,847
==============
</TABLE>

28
<PAGE> 38

INDEPENDENT AUDITORS' REPORT

The Board of Directors
A I M Distributors, Inc.:

We have audited the accompanying balance sheet of A I M Distributors, Inc. (the
Company) as of December 31, 1995, and the related statement of operations,
changes in stockholder's equity and cash flows for the year then ended. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of A I M Distributors, Inc. as
of December 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

/s/ KPMG PEAT MARWICK LLP

KPMG PEAT MARWICK LLP

February 16, 1996

29
<PAGE> 39

THE FINANCIAL STATEMENTS SHOWN ON THIS AND THE FOLLOWING PAGES ARE THE SPONSOR'S
AND NOT THOSE OF SUMMIT INVESTORS PLANS. THEY ARE INCLUDED IN THE PROSPECTUS FOR
THE PURPOSE OF INFORMING INVESTORS AS TO THE FINANCIAL RESPONSIBILITY OF THE
SPONSOR AND ITS ABILITY TO CARRY OUT ITS CONTRACTUAL OBLIGATIONS.

A I M DISTRIBUTORS, INC.

BALANCE SHEET

DECEMBER 31, 1995

<TABLE>
<S> <C> <C>
ASSETS
Money market fund accounts (affiliated registered investment companies).......... $ 1,710,799
Accounts receivable:
Due from dealers for sales of capital stock of affiliated
registered investment companies................................ 1,670,489
Due from affiliated registered investment companies............... 3,202,623
Other accounts receivable......................................... 2,098,472 6,971,584
===========
State income taxes refundable.................................................... 51,871
Prepaid expenses................................................................. 663,680
Segregated trust account......................................................... 438,078
Insurance deposit................................................................ 21,804
-----------
$ 9,857,816
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Due to affiliated registered investment companies for sales of
their capital stock......................................................... $ 1,662,046
Due to affiliated companies.................................................... 1,510,067
Accounts payable and accrued expenses.......................................... 111,000
Deferred income taxes payable.................................................. 428,018
Due to dealers for redemptions from affiliated registered investment
companies................................................................... 367,168
-----------
Total liabilities...................................................... 4,078,299
Stockholder's equity:
Common stock of $1 par value per share. Authorized 1,000 shares;
issued and outstanding 10 shares............................... $ 10
Additional paid-in capital........................................ 1,378,990
Retained earnings................................................. 4,400,517
===========
Total stockholder's equity............................................. 5,779,517
-----------
$ 9,857,816
===========
</TABLE>

See accompanying Notes to Financial Statements.

30
<PAGE> 40

A I M DISTRIBUTORS, INC.

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C> <C>
Income:
Underwriting income, net of dealers' commissions........................... $ 40,390,498
Marketing servicing fees................................................... 28,900,000
Distribution fees.......................................................... 9,296,741
Sponsor fees on periodic payment investment plans,
net of commissions paid................................................. 412,087
Investment income.......................................................... 339,616
------------
Total income....................................................... 79,338,942
------------
Expenses:
Allocation from parent company............................... 54,068,343
Compensation allocation from parent company.................. 4,101,700
Other operating expenses..................................... 7,613,417
Interest allocation from parent company...................... 1,760,212
============
Total expenses..................................................... 67,543,672
------------
Income before federal and state income taxes....................... 11,795,270
Federal and state income taxes:
Current...................................................... 3,910,156
Deferred..................................................... 166,000 4,076,156
============
------------
Net income......................................................... $ 7,719,114
============
</TABLE>

A I M DISTRIBUTORS, INC.

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED STOCKHOLDER'S
STOCK CAPITAL EARNINGS EQUITY
------ ----------- ------------ -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1994.......... $ 10 $ 1,378,990 $ 4,921,986 $ 6,300,986
Net income............................ -- -- 7,719,114 7,719,114
Dividends paid........................ -- -- (8,240,583) (8,240,583)
---- ----------- ------------ ------------
Balance at December 31, 1995.......... $ 10 $ 1,378,990 $ 4,400,517 $ 5,779,517
==== =========== ============ ============
</TABLE>

See accompanying Notes to Financial Statements.

31
<PAGE> 41

A I M DISTRIBUTORS, INC.

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C> <C>
Cash flows from operating activities:
Net income.................................................... $ 7,719,114
Adjustments to reconcile net income to net cash provided by
operating activities:
Increase in accounts receivable............................ $ (2,928,394)
Increase in state income taxes refundable.................. (42,904)
Increase in prepaid expenses............................... (234,631)
Decrease in segregated trust account....................... 244,912
Increase in amounts due to affiliated registered investment
companies for sales of their capital stock............... 714,619
Decrease in amounts due to affiliated companies............ (1,647,384)
Decrease in accounts payable and accrued expenses.......... (136,847)
Increase in deferred income taxes payable.................. 165,030
Decrease in due to dealers for redemptions from affiliated
registered investment companies.......................... (202,907)
============
Total adjustments................................ (4,068,506)
-----------
Net cash provided by operating activities........ 3,650,608
-----------
Cash flows used in financing activities -- dividends paid....... (8,240,583)
-----------
Net decrease in cash and cash equivalents........ (4,589,975)
Cash and cash equivalents at beginning of year............. 6,300,774
-----------
Cash and cash equivalents at end of year................... $ 1,710,799
===========
</TABLE>

See accompanying Notes to Financial Statements.

<PAGE> 42

A I M DISTRIBUTORS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

A I M Distributors, Inc. (the "Company") is a wholly-owned subsidiary of
A I M Advisors, Inc. (the "Parent Company"). The Company acts as the principal
underwriter and distributor to affiliated registered investment companies. The
Company depends on its Parent Company for funding portions of its operations.

(b) Securities Transactions

Securities transactions are recorded on a settlement date basis which is
normally the third business day following the trade date (settlement date basis
as compared to trade date basis has no material effect on the Company's
financial position or results of operations). The Company accounts for its
investments at fair market value or, if applicable, amortized cost.

For federal income tax purposes, the Company's income is included in the
consolidated income tax return filed by A I M Management Group Inc., the parent
company of A I M Advisors, Inc. Deferred and current taxes are provided at the
statutory rate in effect during the year (35%) by the members of the
consolidated group based on the amount that the respective member would pay or
have refunded if it were to file a separate return. The primary components of
the net deferred tax liability at December 31, 1995 relate to prepaid expenses
and deferred state tax expense.

(d) Allocations From Affiliated Companies

The Company is allocated expenses by an affiliated company based upon
estimates of time devoted to the operations of the Company by personnel of the
affiliated company and usage of shared facilities. The Company is also allocated
income from affiliated companies for services performed in marketing efforts for
affiliated registered investment companies sponsored by those companies.

(e) Distribution Fees

The Company receives fees from affiliated registered investment companies
pursuant to 12b-1 plans (Investment Company Act of 1940) adopted by the
affiliated registered investment companies. Such fees are paid to the Company as
compensation for expenses incurred by the Company for the distribution of shares
of the registered investment companies. The fees are based on a specified annual
percentage of a fund's average daily net assets.

33
<PAGE> 43

A I M DISTRIBUTORS, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

(f) Segregated Trust Account

The segregated trust account represents a U.S. Government Agency discount
note on deposit in a segregated trust account as required by the Investment
Company Act of 1940. Such amount is determined in accordance with the
requirements of the Investment Company Act of 1940 to provide cash reserves for
refunds that may be required if investors in a unit investment trust exercise
their right to surrender or withdraw.

(g) Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all
highly liquid assets such as cash in banks and amounts in money market funds to
be cash equivalents.

(2) NET CAPITAL REQUIREMENTS

In accordance with regulations of the Securities and Exchange Commission,
the Company must maintain minimum net capital and a ratio of aggregate
indebtedness to net capital, both as defined, that does not exceed 15 to 1. At
December 31, 1995, the Company had net capital of $1,658,199, which exceeded
required net capital of $149,169 by $1,509,030. The ratio of aggregate
indebtedness to net capital was 1.35 to 1 at December 31, 1995

(3) SUBORDINATED DEBT

The Company had no subordinated debt at December 31, 1995 or at any time
during the year then ended.

34
<PAGE> 44

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 45

[AIM LOGO APPEARS HERE]

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

SPONSOR

A I M DISTRIBUTORS, INC.
P.O. BOX 4264
HOUSTON, TEXAS 77210-4264
(800) 995-4246

CUSTODIAN

STATE STREET BANK AND TRUST COMPANY
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110

CUSTODIAN'S AGENT

BOSTON FINANCIAL DATA SERVICES, INC.
P.O. BOX 8300
BOSTON, MASSACHUSETTS 02266-8300
(617) 328-5000

AUDITORS

KPMG PEAT MARWICK LLP
700 LOUISIANA
NATIONSBANK BUILDING
HOUSTON, TEXAS 77002
<PAGE> 46

CONTENTS OF REGISTRATION STATEMENT

This Amendment to the Registration Statement comprises the following papers
and documents:

The facing sheet.

The Prospectus consisting of 34 pages.

Signatures.

Written consents of the following persons:

KPMG Peat Marwick LLP

The following exhibits:

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- ------------
<S> <C>
1. A (1) - Custodian Agreement between A I M Distributors, Inc. and State Street Bank and Trust Company
was filed as an Exhibit to the Registrant's Post-Effective Amendment No. 3 on Form S-6 filed on
April 26, 1984.

A (2) - None.

A (3)(a) - None.

A (3)(b) - Dealer's Agreement between A I M Distributors, Inc. and United Services Planning Association,
Inc. was filed as an Exhibit to the Registrant's Pre-Effective Amendment No. 1 on Form S-6
filed on October 15, 1982, and is filed electronically herewith.

A (3)(c) - Summit Investors Plan Commission Schedule was filed as an Exhibit to the Registrant's Pre-
Effective Amendment No. 1 on Form S-6 filed on October 15, 1982, and is filed electronically
herewith.

A (4) - None.

A (5)(a)(i) - Form of Summit Investors Plan Certificate was filed as an Exhibit to the Registrant's Post-
Effective Amendment No. 3 on Form S-6 filed on April 26, 1984.

A (5)(a)(ii) - Amended Form of Summit Investors Plan Certificate effective May 1, 1990, was filed as an
Exhibit to the Registrant's Post-Effective Amendment No. 11 on Form S-6 filed on April 30,
1990.

A (5)(a)(iii) - Amended Form of Summit Investors Plan Certificate effective June 11, 1993, was filed as an
Exhibit to the Registrant's Post-Effective Amendment No. 16 on Form S-6 filed on December 29,
1993.

A (5)(a)(iv) - Amended Form of Summit Investors Plan Certificate effective December 16, 1994, was filed as an
Exhibit to the Registrant's Post - Effective No. 17 on Form S-6 filed on December 23, 1994.

</TABLE>

1
<PAGE> 47

Exhibit Number Description
- -------------- -----------
<TABLE>
<S> <C>

A (6)(a) - Certificate of Incorporation, as amended, of the A I M Distributors, Inc. was filed as an
Exhibit to the Registrant's Pre-Effective Amendment No. 1 on Form S-6 filed on October 15,
1982, and is filed electronically herewith.

A (6)(b)(i) - By-Laws of A I M Distributors, Inc. were filed as an Exhibit to the Registrant's Pre-Effective
Amendment No. 1 on Form S-6 filed on October 15, 1982, and is filed electronically herewith.

A (6)(b)(ii) - Amendment to the By-Laws of A I M Distributors, Inc., dated September 26, 1991, is filed
herewith.

A (6)(b)(iii) - Amendment to the By-Laws of A I M Distributors, Inc., dated April 28, 1993, is filed herewith.

A (7) - None.

A (8)(a)(i) - Distribution Agreement between A I M Distributors, Inc. and Registrant was filed as an Exhibit
to the Registrant's Pre-Effective Amendment No. 1 on Form S-6 filed on October 15, 1982.

A (8)(a)(ii) - Distribution Agreement between A I M Distributors, Inc. and Registrant dated October 18, 1993,
was filed as an Exhibit to the Registrant's Post-Effective Amendment No. 16 on Form S-6 filed
on December 29, 1993 and is filed electronically herewith.

A (9)(a)(i) - Forms of (i) Summit Investors Plans Individual Retirement Account Application, and (ii) Summit
Custodian Agreement for Individual Retirement Custodian Account were filed as Exhibits to the
Registrant's Post-Effective Amendment No. 11 on Form S-6 filed on April 30, 1990.

A (9)(a)(ii) - Forms of (i) Summit Investors Plans Individual Retirement Account Application and (ii) Summit
Custodian Agreement for Individual Retirement Custodian Account were filed as Exhibits to the
Registrant's Post-Effective Amendment No. 16 on Form S-6 filed on December 29, 1993.

A (9)(a)(iii) - Forms of (i) Summit Investors Plans Individual Retirement Account Application, and (ii) Summit
Custodian Agreement for Individual Retirement Custodial Account are filed electronically
herewith.

A (9)(b)(i) - Form of Combination Profit Sharing - Money Purchase Plan and Trust was filed as an Exhibit to
the Registrant's Post-Effective Amendment No. 5 on Form S-6 filed on April 28, 1986.

A (9)(b)(ii) - Form of Combination Profit Sharing - Money Purchase Plan and Trust is filed electronically
herewith.
</TABLE>

2
<PAGE> 48

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
A (9)(c)(i) - Forms of (i) Simplified Employee Pension - Individual Retirement Accounts Contribution
Agreement and (ii) Salary Reduction and Other Elective Simplified Employee Pension - Individual
Retirement Accounts Contribution Agreement were filed as Exhibits to the Registrant's Post-
Effective Amendment No. 16 on Form S-6 filed on December 29, 1993.

A (9)(c)(ii) - Forms of (i) Simplified Employee Pension - Individual Retirement Accounts Contribution
Agreement and (ii) Salary Reduction and Other Elective Simplified Employee Pension - Individual
Retirement Accounts Contribution Agreement are filed electronically herewith.

A (9)(d) - Form of Summit 403(b)(7) Custodial Agreement is filed electronically herewith.

A (10)(a)(i) - Form of Summit Investors Plans Application was filed as an Exhibit to the Registrant's Post-Effective
Amendment No. 10 on Form S-6 filed on April 28, 1989.

A (10)(a)(ii) - Form of Summit Investors Plans Application was filed as an Exhibit to the Registrant's Post-Effective
Amendment No. 15 on Form S-6 filed on December 29, 1993.

A (10)(a)(iii) - Form of Summit Investors Plans Application was filed as an Exhibit to the Registrant's Post-
Effective Amendment No. 16 on Form S-6 filed on February 25, 1994 and is filed electronically
herewith.

2. - Opinion and Consent of Messrs. Spengler Carlson Gubar Brodsky & Frischling was filed as an
Exhibit to the Registrant's Post-Effective Amendment No. 2 on Form S-6 filed on May 13, 1983,
and is filed electronically herewith.

3. A - Omitted Financial Statements - None.

3. B - Auditors' Consents of KPMG Peat Marwick LLP are filed electronically herewith.

4. - None.

5. (EXHIBIT 27) - Financial Data Schedule is filed electronically
herewith.
</TABLE>

3
<PAGE> 49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Sponsor of the Registrant certifies that the Registrant meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on behalf of the Registrant by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Houston and State of Texas on the 23rd day of
February, 1996.

Registrant: SUMMIT INVESTORS PLANS

By: A I M DISTRIBUTORS, INC.

By: /s/ Michael J. Cemo
--------------------------
Michael J. Cemo, President
ATTEST:

/s/ Carol F. Relihan
- -------------------------------
Carol F. Relihan, Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>

/s/ Michael J. Cemo President and Director
---------------------------------- (Principal Executive Officer) February 23, 1996
(Michael J. Cemo)

/s/ Charles T. Bauer Chairman and
---------------------------------- Director February 23, 1996
(Charles T. Bauer)

/s/ Gary T. Crum Director February 23, 1996
------------------------------------
(Gary T. Crum)

/s/ Robert H. Graham Director February 23, 1996
----------------------------------
(Robert H. Graham)

/s/ James L. Salners Director February 23, 1996
-----------------------------------
(James L. Salners)

/s/ John J. Arthur Vice President and Treasurer February 23, 1996
--------------------------------------- (Principal Financial and
(John J. Arthur) Accounting Officer)
</TABLE>

<PAGE> 50

INDEX TO EXHIBIT

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- ------------
<S> <C>
1. A (3)(b) - Dealer's Agreement between A I M Distributors, Inc. and United Services Planning Association,
Inc. was filed as an Exhibit to the Registrant's Pre-Effective Amendment No. 1 on Form S-6
filed on October 15, 1982.

A (3)(c) - Summit Investors Plan Commission Schedule was filed as an Exhibit to the Registrant's Pre-
Effective Amendment No. 1 on Form S-6 filed on October 15, 1982.

A (6)(a) - Certificate of Incorporation, as amended, of the A I M Distributors, Inc. was filed as an
Exhibit to the Registrant's Pre-Effective Amendment No. 1 on Form S-6 filed on October 15,
1982.

A (6)(b)(i) - By-Laws of A I M Distributors, Inc. were filed as an Exhibit to the Registrant's Pre-Effective
Amendment No. 1 on Form S-6 filed on October 15, 1982.

A (6)(b)(ii) - Amendment to the By-Laws of A I M Distributors, Inc., dated September 26, 1991.

A (6)(b)(iii) - Amendment to the By-Laws of A I M Distributors, Inc., dated April 28, 1993.

A (9)(a)(iii) - Forms of (i) Summit Investors Plans Individual Retirement Account Application, and (ii) Summit
Custodian Agreement for Individual Retirement Custodial Account.

A (9)(b)(ii) - Form of Combination Profit Sharing - Money Purchase Plan and Trust.

A (9)(d) - Form of Summit 403(b)(7) Custodial Agreement.

A (10)(a)(iii) - Form of Summit Investors Plans Application was filed as an Exhibit to the Registrant's Post-
Effective Amendment No. 16 on Form S-6 filed on February 25, 1994.

2. - Opinion and Consent of Messrs. Spengler Carlson Gubar Brodsky & Frischling was filed as an
Exhibit to the Registrant's Post-Effective Amendment No. 2 on Form S-6 filed on May 13, 1983.

3. B - Auditors' Consents of KPMG Peat Marwick LLP.

5. (EXHIBIT 27) - Financial Data Schedule.

</TABLE>

<PAGE> 1
EXHIBIT (A)(3)(b)

DEALER'S AGREEMENT

This Agreement is made by and between A I M Distributors, Inc. (hereinafter
called "A I M"), as sponsor and principal underwriter of Summit Investors Plans
for the accumulation of shares of Summit Investors Fund, Inc., a mutual fund
(hereinafter referred to as the "Plans"), and the United Services Planning
Association, Inc. (hereinafter called "USPA"), Fort Worth, Texas.

1. All applications for the Plans shall be made on application forms
provided by the A I M, and all initial payments collected shall be remitted in
full, without deduction of any commission by USPA, together with such
application forms, signed by each applicant (an "Investor"), to THE BANK OF NEW
YORK (the "Custodian"), at P. O. Box 11555, Church Street Station, New York, New
York, 10249. Checks or money orders for initial payments shall be drawn to the
order of "The Bank of New York, Custodian." A separate check or money order
shall accompany the application form submitted for each Plan. After the initial
payment has been made and the Plan has been issued, the Investor shall send all
future payments to the address stated above, or such other addressee as A I M
shall identify to USPA in writing.

2. A I M reserves the right in its sole discretion to reject any Plan
application and to return any payment made in connection therewith. A I M also
reserves the right in its sole discretion to give any accepted applicant the
privilege of canceling that applicant's Plan in accordance with any rights
described in the Plans prospectus effective at the time of purchase of the Plan.
A I M further reserves the right to refund all or part of any payment or
payments made by any Investor in the event that it, in its sole discretion,
believes that the solicitation and/or sale associated therewith was effected in
violation of any applicable State or Federal law or rule or regulation of the
National Association of Securities Dealers, Inc. In the event of any such refund
or refunds, USPA shall not be entitled to any commissions thereon, and, if such
commission have been paid, USPA shall promptly refund same to A I M or A I M
may, at its option, charge the same against future commissions. To this end,
USPA hereby grants A I M a lien on any such commissions.

3. On all approved sales of Plans made by USPA, as evidenced by the
issuance of a Plan Certificate and its acceptance by the Investor, A I M shall
pay USPA commissions in accordance with the terms of this Agreement and the
"Summit Investors Plan Commission Schedule" which is attached hereto and made a
part of this Agreement. All commissions on first-year and subsequent payments
will be paid monthly as the Creation and Sales Charges applicable thereto are
received by A I M from the Custodian. USPA's rights to all commissions on Plans
sold during the term of this Agreement shall survive termination of this
Agreement if USPA is in compliance with Paragraph 10 hereof.

4. Anything herein to the contrary notwithstanding, the attached "Summit
Investors Plan Commission Schedule" is subject to change by A I M at any time
and from time to time, but no such changes shall affect amounts payable to USPA
as commissions on Plans accepted by A I M prior to any such changes. Any such
change shall be communicated by A I M to USPA in writing ninety (90) days prior
to becoming effective.
<PAGE> 2

5. In the event a Planholder exercises his right under Section 27 of the
Investment Company Act of 1940, as amended, to surrender his certificate within
the first 18 months following its issuance, and to receive the value of his
account plus an amount equal to that part of the excess paid with respect to
that Plan for Creation and Sales Charges which exceeds 15% of the gross payments
made, USPA shall promptly refund to A I M a portion of the commission previously
paid to USPA with respect to such Plan which bears the same relationship to the
total amount of such commission as the amount refunded to the Planholder bears
to the total Creation and Sales Charge paid by him with respect to such Plan, or
A I M may, at its option, charge such amount against future commissions
receivable by USPA. To this end, USPA hereby grants A I M a lien on any such
commissions.

6. USPA will accept Plan applications only from persons who have received
a copy of the current Plans Prospectus issued under the Securities Act of 1933
and who, to the best of USPA's knowledge and belief, can and will complete all
payments specified in the applications. If an Investor becomes delinquent in his
payments, it shall be USPA's responsibility to contact the Investor for the
purpose of reinstating the payment schedule.

7. Plans shall be offered and sold in such denominations and units calling
for such periodic payments as A I M shall from time to time determine and set
forth in the Plan Prospectus. A I M reserves the right in its sole discretion,
to suspend, restrict, alter, or modify in any way the sale of any of the Plans
or to withdraw the offering of the Plans entirely; provided, however, that in
the event any such suspension, restriction, alteration, or modification results
from other than a State or Federal regulatory or statutory requirement, no such
change shall be effected prior to USPA having been notified of same by A I M
ninety (90) days prior thereto.

8. No person is authorized or permitted to give any information or make
any representations concerning the Plan other than those which are contained in
the current Plan Prospectus and in such other printed information as may be
subsequently issued by A I M as information supplemental to such Plan Prospectus
or approved by A I M in writing for use in connection therewith. USPA will not
use the words "Summit Investors Fund," (hereinafter referred to as the "Fund")
or " A I M Distributors," whether in writing, by radio and television, or any
other advertising media, without A I M's prior written approval.

9. Additional copies of the current Plan Prospectus, any printed
information issued as supplemental to such Plan Prospectus, and the Plan
application forms will be supplied by A I M in reasonable quantities upon
request. All other expenses incurred by USPA in connection with activities under
this Agreement shall be borne by USPA.

10. USPA represents that it is and will remain a member in good standing
of the National Association of Securities Dealers, Inc., (hereinafter called
"NASD"), and agrees to abide by all of its rules and regulations, including its
Rules of Fair Practice. USPA further agrees to comply with all applicable State
and Federal laws and rules and
<PAGE> 3

regulations of regulatory agencies having jurisdiction. Reference is hereby
specifically made to Section 26, Article III, of the Rules of Fair Practice of
the NASD which is incorporated herein as if set forth in full.

11. USPA's commissions shall vest as follows: Commissions on first and
subsequent year payments will be paid to USPA so long as this Agreement remains
in full force and effect or so long thereafter as USPA continues membership in
the NASD. If USPA should voluntarily terminate its membership in the NASD, A I M
reserves the right to assign Plan accounts as to which USPA is the Dealer of
Record and the right to receive commissions with respect to such Plan accounts
to one of its active dealers. Nevertheless, A I M in its sole discretion, may
pay commissions to USPA on Plan payments made with respect to such Plan accounts
subsequent to such voluntary termination by USPA. Notwithstanding the above, in
the event USPA's membership in the NASD is discontinued or suspended because of
disciplinary proceedings by the NASD, the Securities and Exchange Commission, or
other regulatory bodies, no commissions will be paid on any Investor's payments
received during the period of a suspension or after the effective date of an
expulsion or revocation of a membership; provided, however, that in the event
USPA's NASD membership is thereafter reinstated in good standing, or if such
disciplinary action by another regulatory body is thereafter terminated by same,
payment of such commissions to USPA shall then resume, if such payment
resumption is allowable under applicable law, rules, or regulations.

12. In all sales of the Plans to the public, USPA shall act as a Dealer
for its own account and in no transaction shall it have any authority to act or
hold itself out as agent for A I M, the Fund, or any other member of the selling
group of the Fund, and nothing in this Agreement, including the use of the word
"commissions," shall constitute USPA as a partner, employee, or agent of A I M
or give USPA any authority to act for A I M. Neither A I M nor the Fund shall be
liable for any of the acts or obligations of USPA as a Dealer under this
Agreement.

13. Each party hereto has the right to cancel this Agreement at any time
upon ninety (90) days written or telegraphic notice to the other.

14. USPA will comply with all applicable State and Federal laws and with
the rules and regulations of authorized regulatory agencies thereunder. USPA
will not offer Plans for sale unless such Plans are duly registered under the
applicable State and Federal statutes and the rules and regulations thereunder.

15. All communications to A I M shall be sent to the address below or to
such other address as A I M may authorize in writing. All communications and/or
notices to USPA shall be duly given, mailed, or telegraphed to USPA, at the
address specified by USPA below, or at such other address as USPA may authorize
in writing.

16. Failure of either party to terminate this Agreement upon the
occurrence of any event set forth in this Agreement as a cause for termination
shall not constitute a waiver of the right to terminate this Agreement at a
later time on account of such occurrence.
<PAGE> 4

17. A I M agrees to use its best efforts to cause the Custodian under the
Plans to make available to USPA such information, and in such form, regarding
Investor's accounts as USPA may reasonably request.

18. This Agreement shall be construed in accordance with the laws of the
state of Texas and no modification hereof shall be valid unless in writing.

19. This Agreement or any moneys due or to become due hereunder shall not
be assignable by USPA without prior written approval by A I M. Any request for
an assignment shall be on a form approved by A I M, which may be obtained from
A I M at the address shown below.

20. This Agreement supersedes and cancels all previous Agreements
pertaining to the Fund between A I M and USPA, whether oral or written.

AGREED this 15th day of October, 1982.

A I M DISTRIBUTORS UNITED SERVICES PLANNING ASSOC., INC.
Eleven Greenway Plaza 6000 Camp Bowie Boulevard
Suite 1919 P. O. Box 2387
Houston TX 77046 Fort Worth TX 76113

By /s/ ILLEGIBLE By /s/ ILLEGIBLE
- -------------------------- ------------------------------
Title President Title President

<PAGE> 1

EXHIBIT A(3)(c)

SUMMIT INVESTORS PLAN COMMISSION SCHEDULE

<TABLE>
<CAPTION>
15-YEAR PLAN
---------------------------------
TRIAL YEARS
FIRST YEAR ---------------------------------
MONTHLY -------------------- 14 YEAR TOTAL
PAYMENT UNIT MONTHLY TOTAL MONTHLY TOTAL 15 YEARS
- ------------ ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 75.00 $ 34.65 $ 415.80 $ 3.84 $ 645.12 $1,060.92
93.00 42.97 515.64 4.30 722.40 1,238.04
100.00 46.20 554.40 4.62 776.16 1,330.56
125.00 57.75 693.00 5.78 971.04 1,664.04
150.00 69.30 831.60 5.44 913.92 1,745.52
166.00 76.69 920.28 6.02 1,011.36 1,931.64
200.00 92.40 1,108.80 7.26 1,219.68 2,328.48
250.00 115.50 1,386.00 9.07 1,523.76 2,909.76
300.00 138.60 1,663.20 4.95 831.60 2,494.80
400.00 184.80 2,217.60 4.62 776.16 2,993.76
500.00 207.90 2,494.80 4.95 831.60 3,326.40
600.00 231.00 2,772.00 5.78 971.04 3,743.04
1,000.00 323.40 3,880.80 11.55 1,940.40 5,821.20
1,500.00 346.50 4,158.00 12.37 2,078.16 6,236.16
3,000.00 415.80 4,989.60 14.85 2,494.80 7,484.40
6,000.00 554.40 6,652.60 19.80 3,326.40 9,979.00
</TABLE>

<PAGE> 1

EXHIBIT A(6)(a)

CERTIFICATE OF INCORPORATION
OF
AMERICAN INTERNATIONAL MANAGEMENT DISTRIBUTORS, INC.

FIRST: The name of the Corporation is AMERICAN INTERNATIONAL MANAGEMENT
DISTRIBUTORS, INC.

SECOND: The registered office of the Corporation in the State of Delaware
is located at 100 West Tenth Street in the City of Wilmington, County of New
Castle. The name and address of its registered agent is The Corporation Trust
Company, 100 West Tenth Street, Wilmington, Delaware.

THIRD: The nature of the business, objects and purposes to be transacted,
promoted or carried on by the Corporation are:

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock of the par value of
$1.00 each.

FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME MAILING ADDRESS
---- ---------------
James J. Spring, III 402 Pierce Avenue
Houston, Texas 77002
<PAGE> 2

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

(1) To make, alter or repeal the by-laws of the Corporation.

(2) To authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation.

(3) To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

(4) By a majority of the whole Board of Directors, to designate one or
more committees, each committee to consist of two or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution establishing such committee or in the by-laws of the
Corporation, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the Corporation and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
provided, however, the by-laws may provide that in the absence or
disqualification of any member of such committee or committees the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member.

(5) When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and

2
<PAGE> 3

outstanding, to sell, lease or exchange all or substantially all the property
and assets of the Corporation, including its goodwill and its corporate
franchises, upon such terms and conditions and for such consideration, which may
consist in whole or in part of money or property including securities of any
other corporation or corporations, as the Board of Directors shall deem
expedient and for the best interests of the Corporation.

EIGHT: Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to the provisions contained in any applicable statutes) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the by-laws of the Corporation. Elections of
directors need not be by written ballot unless the bylaws of the Corporation
shall so provide.

NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does hereby make this Certificate, hereby declaring and
certifying that this is

3
<PAGE> 4

my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 15th day of November, 1976.

/s/ JAMES J. SPRING, III
--------------------------
James J. Spring, III

4
<PAGE> 5

AMERICAN INTERNATIONAL MANAGEMENT DISTRIBUTORS, INC.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

American International Management Distributors, Inc. (the "Company"), a
corporation organized and existing under and by virtue of The General
Corporation Law of the State of Delaware, does hereby certify that:

(1) The Board of Directors of the Company adopted a resolution by
unanimous written consent proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Company:

RESOLVED, that the Certificate of Incorporation of American
International Management Distributors, Inc. be amended by changing the
Article thereof numbered "First" so that, as amended, such Article
shall be and read as follows:

"FIRST: The name of the Corporation is A I M DISTRIBUTORS, INC."

(2) In lieu of a meeting and vote of the sole stockholder of the Company,
such stockholder has given its written consent to such amendment of the
Certificate of Incorporation in accordance with the revisions of Section 228 of
The General Corporation Law of the State of Delaware.

(3) The foregoing amendment of the Company's Certificate of Incorporation
was duly adopted in accordance with the applicable provisions of Sections 242
and 228 of The General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this certificate to be signed by
W. Thomas Fiquet, its President, and attested by William D. Murphy, its
Secretary, this 5TH day of January 1977.
<PAGE> 6

AMERICAN INTERNATIONAL MANAGEMENT
DISTRIBUTORS, INC.

By /s/ W. THOMAS FIQUET
-------------------------------
President

ATTEST:

By /s/ WILLIAM D. MURPHY
-----------------------------
Secretary

<PAGE> 1
EXHIBIT A(6)(b)(i)

BY-LAWS

AMERICAN INTERNATIONAL MANAGEMENT DISTRIBUTORS, INC.

ARTICLES I

OFFICES

SECTION 1.1. Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle, and the name of its registered agent shall be The
Corporation Trust Company.

SECTION 1.2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.1. Annual Meeting. The annual meeting of stockholders for
the election of directors shall be held at such place either within or without
the State of Delaware and at such date and time as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.2. Voting List. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice, or if not so specified, at the place where the meeting is

1
<PAGE> 2

to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

SECTION 2.3. Special Meeting. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President or by the Board of
Directors or by written order of a majority of the directors and shall be
called by the President or the Secretary at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purposes of the proposed meeting. The President or directors so
calling, or the stockholders so requesting, any such meeting shall fix the date
and time of, and the place (either within or without the State of Delaware)
for, the meeting.

SECTION 2.4. Notice of Meeting. Written notice of the annual, and
each special meeting of stockholders, stating the time, place and purpose or
purposes thereof, shall be given to each stockholder entitled to vote thereat,
not less than ten nor more than 60 days before the meeting.

SECTION 2.5. Quorum. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at any meeting of stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. Notwithstanding the other provisions of the
Certificate of Incorporation or these by-laws, the holders of a majority of the
shares of such stock, present in person or represented by proxy, although not
constituting a quorum, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting. At such adjourned meeting at which
a quorum shall be present or represented any business may be transacted which
might have been transacted at the meeting as originally notified.

SECTION 2.6. Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or

2
<PAGE> 3

represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the statutes, of
the Certificate of Incorporation or of these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Every stockholder having the right to vote shall be
entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, bearing a date not more three years prior to
voting, unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at
any meeting at which their powers thereunder are to be exercised shall have and
may exercise all the powers of voting or giving consents thereby conferred, or
if only one be present, then such powers may be exercised by that one, or, if
an even number attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in respect of the
same portion of the shares as he is of the proxies representing such shares.

SECTION 2.7. Consent of Stockholders. Unless otherwise provided in
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders of the corporation or any action which may
be taken at any annual or special meeting of such stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall be given by the Secretary of the corporation to those
stockholders who have not consented in writing.

SECTION 2.8. Voting of Stock of Certain Holders. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the by-laws of such corporation may prescribe, or in
the absence of such provision, as the Board of Directors of such corporation may
determine. Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by proxy.
Shares standing in

3
<PAGE> 4

the name of a guardian, conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no fiduciary shall be entitled to vote shares
held in such fiduciary capacity without a transfer of such shares into the name
of such fiduciary. Shares standing in the name of a receiver may be voted by
such receiver. A stockholder whose shares are pledged shall be entitled to
vote such shares, unless in the transfer by the pledgor on the books of the
corporation, he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent the stock and vote thereon.

SECTION 2.9. Treasury Stock. The corporation shall not vote,
directly or indirectly, shares of its own stock owned by it; and such shares
shall not be counted in determining the total number of outstanding shares.

SECTION 2.10. Fixing Record Date. The Board of Directors may fix in
advance a date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change, or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining a consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, any such meeting and any adjournment thereof, or to receive
payment of such dividends or distribution, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1. Powers. The business and affairs of the corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the Corporation and do

4
<PAGE> 5

all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

SECTION 3.2. Number, Election and Term. The number of directors
which shall constitute the whole Board shall be not less than three. Such
number of directors shall from time to time be fixed and determined by the
directors and shall be set forth in the notice of any meeting of stockholders
held for the purpose of electing directors. The directors shall be elected at
the annual meeting of stockholders, except as provided in Section 3.3, and each
director elected shall hold office until his successor shall be elected and
shall qualify. Directors need not be residents of Delaware or stockholders of
the corporation.

SECTION 3.3. Vacancies, Additional Directors and Removal From Office.
If any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next annual election and until his successor shall be duly
elected and shall qualify, unless sooner displaced. Any director may be
removed either for or without cause at any special meeting of stockholders duly
called and held for such purpose.

SECTION 3.4. Regular Meeting. A regular meeting of the Board of
Directors shall be held each year, without notice other than this by-law, at
the place of, and immediately following, the annual meeting of stockholders;
and other regular meetings of the Board of Directors shall be held each year,
at such time and place as the Board of Directors may provide, by resolution,
either within or without the State of Delaware, without notice other than such
resolution.

SECTION 3.5. Special Meeting. A special meeting of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
The Chairman or President so calling, or the directors so requesting, any such

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<PAGE> 6

meeting shall fix the time and any place, either within or without the State of
Delaware, as the place of holding such meeting.

SECTION 3.6. Notice of Special Meeting. Written notice of special
meetings of the Board of Directors shall be given to each director at least 48
hours prior to the time of such meeting. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any special meeting of the board of Directors need be specified
in the notice or waiver of notice of such meeting, except that notice shall be
given of any proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is required by
statute.

SECTION 3.7. Quorum and Participation. A majority of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute, by
the Certificate of Incorporation or by these by-laws. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person and attendance at such meeting. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.8. Action Without Meeting. Unless otherwise restricted by
the Certificate of Incorporation or the by-laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof as provided in Article IV of these by-laws, may be taken
without a meeting, if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and

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<PAGE> 7

such written consent is filed with the minutes of proceedings of the Board or
committee.

SECTION 3.9 Compensation. Directors, as such, shall not be entitled
to any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum
and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the Board of Directors or any meeting of a
committee of directors. No provision of these by-laws shall be construed to
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.

ARTICLE IV

COMMITTEE OF DIRECTORS

SECTION 4.1. Designation, Powers and Name. The Board of Directors
may, by resolution passed by a majority of the whole Board, designate one or
more committees, including, if they shall so determine, an Executive Committee,
each such committee to consist of two or more of the directors of the
corporation. The committee shall have and may exercise such of the powers of
the Board of Directors in the management of the business and affairs of the
corporation as may be provided in such resolution. The committee may authorize
the seal of the corporation to be affixed to all papers which may require it.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of such committee. In the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.
Such committee or committees shall have such name or names and such limitations
of authority as may be determined from time to time by resolution adopted by
the Board of Directors.

SECTION 4.2. Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

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<PAGE> 8

SECTION 4.3. Compensation. Members of special or standing committees
may be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.

ARTICLE V

NOTICE

SECTION 5.1. Methods of Giving Notice. Whenever under the provisions
of the statutes, the Certificate of Incorporation or these by-laws, notice is
required to be given to any director, member of any committee or stockholder,
such notice shall be in writing and delivered personally or mailed to such
director, member or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally or by telephone or
telegram. If mailed, notice to a director, member of a committee or
stockholder shall be deemed to be given when deposited in the United States
mail first class in a sealed envelope, with postage therein prepaid, addressed,
in the case of a stockholder, to the stockholder at the stockholder's address
as it appears on the records of the corporation or, in the case of a director
or a member of a committee, to such person at his business address. If sent by
telegram, notice to a director or member of a committee shall be deemed to be
given when the telegram, so addressed, is delivered to the telegraph company.

SECTION 5.2. Written Waiver. Whenever any notice is required to be
given under the provisions of the statutes, the Certificate of Incorporation or
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

ARTICLE VI

OFFICERS

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<PAGE> 9

designated Executive Vice President or Senior Vice President, a Secretary and a
Treasurer. In the event that the Board of Directors creates the office of Vice
Chairman of the Board, the Board shall, by resolution, define the duties of
such office. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers, as it shall deem necessary, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined by the Board. Any two or more offices, other than the offices of
President and Secretary, may be held by the same person. No officer shall
execute, acknowledge, verify or countersign any instrument on behalf of the
corporation in more than one capacity, if such instrument is required by law,
by these by-laws or by any act of the corporation to be executed, acknowledged,
verified or countersigned by two or more officers. The Chairman and Vice
Chairman of the Board shall be elected from among the directors. With the
foregoing exceptions, none of the other officers need be a director, and none
of the officers need be a stockholder of the corporation.

SECTION 6.2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible. Each officer shall hold office until his
successor shall have been chosen and shall have qualified or until his death or
the effective date of his resignation or removal, or until he shall cease to be
a director in the case of the Chairman and Vice Chairman.

SECTION 6.3. Removal and Resignation. Any officer or agent elected
or appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

SECTION 6.4. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal

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<PAGE> 10

or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term.

SECTION 6.5. Salaries. The salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

SECTION 6.6. Chairman of the Board. The Chairman of the Board (if
such office is created by the Board) shall preside at all meetings of the Board
of Directors or of the stockholders of the corporation. In the Chairman's
absence, such duties shall be attended to by the Vice Chairman of the Board.
The Chairman shall formulate and submit to the Board of Directors or the
Executive Committee matters of general policy of the corporation and shall
perform such other duties as usually appertain to the office or as may be
prescribed by the Board of Directors or the Executive Committee.

SECTION 6.7. President. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control the business and affairs of
the corporation. In the absence of the Chairman of the Board or the Vice
Chairman of the Board (if such offices are created by the Board), the President
shall preside at all meetings of the Board of Directors and of the
stockholders. He may also preside at any such meeting attended by the Chairman
or Vice Chairman of the Board if he is so designated by the Chairman, or in the
Chairman's absence by the Vice Chairman. He shall have the power to appoint
and remove subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. The President shall keep the board of
Directors and the Executive Committee fully informed and shall consult them
concerning the business of the corporation. He may sign with the Secretary or
any other officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments which the
Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof has been expressly delegated by these by-laws or
by the Board of Directors to some other officer or agent of the corporation, or
shall be required by law to be otherwise executed. He shall vote, or give a
proxy to any other

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<PAGE> 11

officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation and in general he shall
perform all other duties normally incident to the office of President and such
other duties as may be prescribed by the stockholders, the Board of Directors
or the Executive Committee from time to time.

SECTION 6.8. Vice Presidents. In the absence of the President, or in
the event of his inability or refusal to act, the Executive Vice President (or
in the event there shall be no Vice President designated Executive Vice
President, any Vice President designated by the Board) shall perform the duties
and exercise the powers of the President. Any Vice President may sign, with
the Secretary or Assistant Secretary, certificates for shares of the
corporation. The Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President, the Board of Directors or the
Executive Committee.

SECTION 6.9. Secretary. The Secretary shall (a) keep the minutes of
the meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these by-laws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for
shares prior to the issue thereof and to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized in accordance
with the provisions of these by-laws; (d) keep or cause to be kept a register
of the post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or
Vice President, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general, perform all duties normally incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the President,
the Board of Directors or the Executive Committee.

SECTION 6.10. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
He shall

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(a) have charge and custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever and deposit all such moneys in the name
of the corporation in such banks; trust companies or other depositories as shall
be selected in accordance with the provisions of Section 7.3 of these by-laws;
(b) prepare, or cause to be prepared, for submission at each regular meeting of
the Board of Directors, at each annual meeting of the stockholders, and at such
other times as may be required by the Board of Directors, the President or the
Executive Committee, a statement of financial condition of the corporation in
such detail as may be required; and (c) in general, perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the President, the Board of Directors or the Executive
Committee.

SECTION 6.11. Assistant Secretary or Treasurer. The Assistant
Secretaries and Assistant Treasurers shall, in general, perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or
by the President; the Board of Directors or the Executive Committee. The
Assistant Secretaries and Assistant Treasurers shall, in the absence of the
Secretary or Treasurer, respectfully, perform all functions and duties which
such absent officers may delegate, but such delegation shall not relieve the
absent officer from the responsibilities and liabilities of his office. The
Assistant Secretaries may sign, with the President or a Vice President,
certificates for shares of the corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurer
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine.

ARTICLE VII

CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.1. Contracts. Subject to the provisions of Section 6.1,
the Board of Directors may authorize any officer, officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the

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corporation, and such authority may be general or confined to specific
instances.

SECTION 7.2. Checks, etc. All checks, demands, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers or
such agent or agents of the corporation, and in such manner, as shall be
determined by the Board of Directors.

SECTION 7.3. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 8.1. Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of stock
registered in his name on the books of the corporation. The certificates shall
be in such form as may be determined by the Board of Directors, shall be issued
in numerical order and shall be entered in the books of the corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary. Any of or all of the signatures on the certificate may be
facsimiles. If the corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the designations, preferences and
relative participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class of stock; provided that, except as otherwise provided by statute, in lieu
of the foregoing requirements there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish to each stockholder who
so

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<PAGE> 14

requests the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and rights.
All certificates surrendered to the corporation for transfer shall be cancelled
and no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in the
case of a lost, stolen, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and with such indemnity, if any, to the
corporation as the Board of Directors may prescribe. Certificates shall not be
issued representing fractional shares of stock.

SECTION 8.2. Lost Certificates. The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate or certificates alleged to have been lost,
stolen or destroyed, or both.

SECTION 8.3. Transfers. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Transfers of shares shall be made only on the
books of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the Transfer Agent.

SECTION 8.4. Registered Stockholders. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly,

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shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Delaware.

ARTICLE IX

DIVIDENDS

SECTION 9.1. Declaration. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions or the Certificate of
Incorporation.

SECTION 9.2. Reserve. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.

ARTICLE X

INDEMNIFICATION

SECTION 10.1. Third Party Actions. The corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint

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<PAGE> 16

venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.2. Actions by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall deem
proper.

SECTION 10.3. Determination of Conduct. The determination that an
officer, director, employee or agent, has met the applicable standard of
conduct set forth in Sections 10.1 and 10.2 (unless indemnification is ordered
by a court) shall

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be made (1) by the Board of Directors by a majority vote of a quorum consisting
of Directors who were not parties to such action, suit or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable a quorum, of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

SECTION 10.4. Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article X.

SECTION 10.5. Indemnity Not Exclusive. The indemnification
provided hereunder shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any other by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

SECTION 10.6. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Section 10 of
the by-laws.

SECTION 10.7. Constituent Corporation. For the purposes of Section
10, references to "the corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer, employee or
agent of

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<PAGE> 18
such a constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this Section 10 with respect to the
resulting or surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or otherwise reproduced.

SECTION 11.2. Books. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at the offices of the corporation at Houston, Texas, or at such other
place or places as may be designated from time to time by the Board of
Directors.

ARTICLE XII

AMENDMENT

These by-laws may be altered, amended or repealed at any regular
meeting of the Board of Directors without prior notice, or at any special
meeting of the Board of Directors if notice of such alteration, amendment or
repeal be contained in the notice of such special meeting.

<PAGE> 1
EXHIBIT A (6)(b)(ii)

AMENDMENT TO THE
BY-LAWS OF
A I M DISTRIBUTORS, INC.
September 26, 1991

Section 6.8. is hereby amended by adding the following sentence to the
end of the section:

These responsibilities do not apply to officers designated as
Vice President - Regional or Vice President - Regional-Banking
Division.

Section 6.8.A. and 6.8.B., set forth below, are hereby added as new
sections succeeding Section 6.8.:

SECTION 6.8.A. Vice President - Regional. Officers
designated as Vice President - Regional shall perform the
duties of a wholesaler serving a regional territory designated
by the Company and shall act for the Company, but shall not
have the power to bind the Company.

SECTION 6.8.B. Vice President - Regional - Banking Division.
Officers designated as Vice President - Regional - Banking
Division shall perform the duties of a wholesaler for
institutions designated by the Company and shall act for the
Company, but shall not have the power to bind the Company.

Section 6.10.A., set forth below, is hereby added as a new section
succeeding Section 6.10.:

SECTION 6.10.A. Assistant Vice President. The Assistant Vice
Presidents shall, in general, perform such duties as shall be
assigned to them by a Vice President, or by the President, the
Board of Directors or the Executive Committee. The Assistant
Vice Presidents shall, in the absence of the Vice President,
perform all functions and duties which such absent officer may
delegate, but such delegation shall not relieve the absent
officer from the responsibilities and liabilities of his
office.

<PAGE> 1

EXHIBIT A(6)(b)(iii)

AMENDMENT TO THE BY-LAWS
OF
A I M DISTRIBUTORS, INC.
APRIL 28, 1993

The By-Laws of A I M Distributors, Inc. are hereby amended by deleting
Article VI in its entirety and inserting the following in lieu thereof:

ARTICLE VI

OFFICERS

SECTION 6.1. Officers. The officers of the corporation shall be a
Chairman of the Board and a Vice Chairman of the Board (if such offices are
created by the Board), a President, one or more Vice Presidents, any one or
more of which may be designated Executive Vice President or Senior Vice
President, a Secretary and a Treasurer. In the event that the Board of
Directors creates the office of Vice Chairman of the Board, the Board shall, by
resolution, define the duties of such office. The Board of Directors may
appoint such other officers and agents, including Assistant Vice Presidents,
Assistant Secretaries and Assistant Treasurers, as it shall deem necessary, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined by the Board. Any two or more
offices, other than the offices of President and Secretary, may be held by the
same person. No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the corporation in more than one capacity, if such
instrument is required by law, by these by-laws or by any act of the
corporation to be executed, acknowledged, verified or countersigned by two or
more officers. The Chairman and Vice Chairman of the Board shall be elected
from among the directors. With the foregoing exceptions; none of the other
officers need be a director, and none of the officers need be a stockholder of
the corporation. The President may, from time to time, designate certain other
positions, including but not limited to, Vice President-Regional, Vice
President-Regional-Banking Division and Regional Sales Representative; persons
holding such other positions shall not be officers of the corporation.

SECTION 6.3. Removal and Resignation. Any officer or agent elected
or appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interest of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or

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<PAGE> 2
at any later time specified therein, and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.4. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

SECTION 6.7. President. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control the business and affairs of
the corporation. In the absence of the Chairman of the Board or the Vice
Chairman of the Board (if such offices are created by the Board), the President
shall preside at all meetings of the Board of Directors and of the
stockholders. He may also preside at any such meeting attended by the Chairman
or Vice Chairman of the Board if he is so designated by the Chairman, or in the
Chairman's absence by the Vice Chairman. He shall have the power to appoint
and remove subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. The President shall keep the Board of
Directors and the Executive Committee fully informed and shall consult them
concerning the business of the corporation. He may sign with the Secretary or
any other officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments which the
Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof has been expressly delegated by these by-laws or
by the Board of Directors to some other officer or agent of the corporation, or
shall be required by law to be otherwise executed. He shall vote, or give a
proxy to any other officer of the corporation to vote, all shares of stock of
any other corporation standing in the name of the corporation and in general he
shall perform all other duties normally incident to the office of President and
such other duties as may be prescribed by the stockholders, the Board of
Directors or the Executive Committee from time to time.

SECTION 6.8. First Vice President. Officers designated as First
Vice President shall perform the duties of a sales manager and shall act for
the Company, but shall not have the power to bind the Company.

SECTION 6.9. Vice Presidents. In the absence of the President, or in
the event of his inability or refusal to act, the Executive Vice President (or
in the event there shall be no Vice

-2-
<PAGE> 3
President designated Executive Vice President, any Vice President designated by
the Board) shall perform the duties and exercise the powers of the President.
Any Vice President may sign, with the Secretary or Assistant Secretary,
certificates for shares of the corporation. The Vice Presidents shall perform
such other duties as from time to time may be assigned to them by the
President, the Board of Directors or the Executive Committee.

SECTION 6.10. Secretary. The Secretary shall (a) keep the minutes
of the meetings of the stockholders, the Board of Directors and committees of
directors; (b) see that all notices are duly given in accordance with the
provisions of these by-laws and as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal of
the corporation or a facsimile thereof is affixed to all certificates for
shares prior to the issue thereof and to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized in accordance
with the provisions of these by-laws; (d) keep or cause to be kept a register
of the post office address of each stockholder which shall be furnished by such
stockholder; (e) sign with the President, or an Executive Vice President or
Vice President, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general, perform all duties normally incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the President,
the Board of Directors or the Executive Committee.

SECTION 6.11. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such
sum as with such surety or sureties as the Board of Directors shall determine.
He shall (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Section
7.3. of these by-laws; (b) prepare, or cause to be prepared, for submission at
each regular meeting of the Board of Directors, at each annual meeting of the
stockholders, and at such other times as may be required by the Board of
Directors, the President or the Executive Committee, a statement of financial
condition of the corporation in such detail as may be required; and (c) in
general, perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President, the
Board of Directors or the Executive Committee.

SECTION 6.12. Assistant Vice President. The Assistant Vice
Presidents shall, in general, perform such duties as shall be assigned to them
by a Vice President, or by the President, the Board of Directors or the
Executive Committee. The Assistant Vice Presidents shall, in the absence of
the Vice President, perform all functions and duties which such absent officer
may delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office.

SECTION 6.13. Assistant Secretary or Treasurer. The Assistant
Secretaries and Assistant Treasurers shall, in general, perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or
by the President, the Board of Directors or the Executive Committee. The
Assistant Secretaries and Assistant Treasurers shall, in the absence of the
Secretary or Treasurer, respectively, perform all functions and duties which
such absent

-3-
<PAGE> 4
officers may delegate, but such delegation shall not relieve the absent
officer from the responsibilities and liabilities of his office. The
Assistant Secretaries may sign, with the President or a Vice President,
certificates for shares of the corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give
bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine.

-4-

<PAGE> 1
EXHIBIT A(8)(a)(ii)

DISTRIBUTION AGREEMENT

AGREEMENT, made as of the 18th day of October, 1993, by and between
AIM SUMMIT FUND, INC., a Maryland corporation (the "Company), and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").

WITNESSETH

WHEREAS, the Company is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended; and

WHEREAS, the Distributor sponsors systematic investment plans (the
"Plans") based upon shares of the common stock of the Company, and the
Distributor desires to arrange for the acquisition of Company shares for
deposit and use under the Plans; and

WHEREAS, the Company and the Distributor desire to enter into a new
agreement appointing the Distributor as the principal distributor of the shares
of common stock of the Company.

NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration by each of the parties hereto to the other party paid
and of the agreements, covenants and obligations herein contained:

1. The Company appoints the Distributor as the principal
distributor of Company shares for a term of two years commencing upon the date
first above written and continuing thereafter for consecutive periods of one
year provided the continuance of this Agreement is approved at least annually
(a) by the Company's Board of Directors, including a majority of the members of
the Board of Directors who are not parties to the Agreement or interested
persons of any such party (other than as a Company director), in person at a
meeting called for such purpose or (b) by the affirmative vote of the holders
of either: (i) 67% or more of the Company shares voting (if more than 50% of
the outstanding Company shares are voted) or (ii) more than 50% of the
outstanding Company shares. Notwithstanding the termination of this Agreement,
the Company agrees to sell sufficient Company shares to the Distributor or any
bank or banks acting as custodian for the Plans to permit completion of all
Plans begun prior to such termination. The Distributor represents and agrees
that it will use its best efforts to sell Plans based upon Company shares
throughout the term of this Agreement.

-1-

<PAGE> 2
2. The Company shall use its best efforts in maintaining
registration of itself and its securities under the Investment Company Act of
1940, as amended (the "Act"), and the Securities Act of 1933, as amended, and
shall bear all expenses in connection therewith. The Company shall provide to
the Distributor or the bank or banks acting as custodian for the Plans sold by
the Distributor a sufficient number of copies of any and all general mailings,
together with the necessary envelopes, including, without limitation, proxy
material, proxies, annual, semi-annual and quarterly reports, sent from time to
time to the holders of Company shares so as to provide a single copy, together
with the necessary envelope and postage, to each holder of a Plan. The Company
agrees to furnish all the above-mentioned material at no cost to the
Distributor. The Distributor agrees that it will furnish the Company for its
files two copies of all material supplied to holders of Plans by the
Distributor. The Company shall provide to the Distributor, at printer's
over-run costs, such additional copies of its prospectus and its annual,
semi-annual and other reports and communications to shareholders as the
Distributor may reasonably require for sales purposes. It is understood that
the Distributor is a wholly-owned subsidiary of A I M Advisors, Inc., the
investment adviser to the Company ("AIM"), and that AIM is a wholly-owned
subsidiary of A I M Management Group Inc., and that the Company's agreement to
supply information and printed material described in this Agreement may be
fulfilled by AIM.

3. The Company shall cooperate in the qualification of Company
shares under the laws of the various states of the United States and shall
execute and deliver such documents as may reasonably be required for such
purpose, but the Company shall not be required to qualify as a foreign
corporation in any jurisdiction, nor effect any modification of its policies or
practices without prior approval of the Company's officers. The officers of
the Company shall determine whether it is desirable to qualify or continue to
offer Company shares in any jurisdiction.

4. The Distributor agrees that all solicitations for
subscriptions to Company shares shall be made in accordance with the Company's
Articles of Incorporation and By-laws, Registration Statement and Prospectus,
and shall not at any time or in any manner violate any provisions of the laws
of the United States or of any state or other jurisdiction in which
solicitations are then being made. The Distributor may enter into sales
agreements with dealers to sell Company shares.

5. The Distributor shall purchase from the Company as principal,
and the Company agrees to sell to the Distributor at the net asset value
thereof, Company shares sufficient to meet the requirements of all such Plans
as are sold, distributed and/or issued by the Distributor. Such

-2-

<PAGE> 3
shares will be sold to the Distributor at net asset value computed in the manner
set forth in the Company prospectus in effect at the time of sale of such
shares. The Distributor shall not maintain a long or short position in Company
shares for its own account, except as may incidentally result from cancellation
or by-in of orders made by it or its dealers for customers because of such
customer's failure to pay.

6. The agreement on the part of the Company to sell Company
shares upon demand, at net asset value as set forth in paragraph 5 hereof, is
subject to the following limitations:

(a) that the Plans are maintained in good standing as
unit investment trusts under the Federal Securities Laws;

(b) that the membership of the Distributor in the
National Association of Securities Dealers, Inc. and its
registration as broker-dealer under the Securities Exchange
Act of 1934, as amended, have not been cancelled, revoked or
suspended; and

(c) that the Distributor is not in violation of any of
the federal or state laws and regulations relating to the
registration and sale of said Plans.

If the Distributor shall, within 30 days after a default under any of the
provisions of this paragraph, cure such default to the reasonable satisfaction
of the Company, then the agreement of the Company to sell at the net asset
value Company shares in accordance with paragraph 5 hereof shall remain
unimpaired, anything in this paragraph 6 to the contrary notwithstanding.

7. The Distributor's right to purchase Company shares at net
asset value for resale shall be exclusive, except that:

(a) the Company may issue its shares at their net asset
value to any shareholder of the Company purchasing such shares
with dividends or other distributions received from the
Company pursuant to an offer made to all shareholders;

-3-

<PAGE> 4
(b) the Company may issue its shares at their net asset
value in connection with certain classes of transactions or to
certain classes of persons as set forth in the then current
prospectus of the Company;

(c) the Distributor may, and when requested by the
Company shall, suspend its efforts to effectuate sales of
Company shares at any time when in the opinion of the
Distributor or of the Company no sales should be made because
of market or other economic considerations or abnormal
circumstances of any kind; and

(d) the Company may withdraw the offering of its common
stock (i) at any time with the consent of the Distributor, or
(ii) without such consent when so required by the provisions
of any statute or of any order, rule or regulation of any
governmental body having jurisdiction.

It is mutually understood and agreed that the
Distributor does not undertake to sell all or any specific
portion of the shares of common stock of the Company.

8. The Distributor may from time to time, whenever it is in the
best interest of holders of Plans, substitute a new investment medium for the
Company shares theretofore employed (such substitution to be made as to the
Company shares already purchased and to be purchased, or only as to Company
shares to be purchased), provided that no substitution shall result in a direct
or indirect payment, commission or other compensation to the Distributor or any
subsidiary or affiliate of the Distributor, and provided, further, that such
substituted shares are generally comparable in character and quality to the
Company shares theretofore purchased under the Plans and meet with the approval
of the custodian of the Plans and are shares registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, so long as
that statute remains in force; and further provided, that before any
substitution may be made, the Distributor shall:

-4-

<PAGE> 5
(a) Give notice of the proposed substitution to the
Company and the custodian of the Plans and first satisfy the
custodian that arrangements have been entered into by the
Distributor which reasonably assure that the new shares will
be available for purchase by the custodian and subject to
redemption on terms generally as favorable as those
applicable to the Company shares currently employed as the
investment medium;

(b) Give written notice to each holder of a Plan of the
proposed substitution giving a reasonable description of the
new shares and notifying each holder of a Plan that unless he
surrenders his Plan to the custodian for termination within 30
days of the date of such notice, he will be conclusively
deemed to have authorized the substitution, and to have agreed
to bear his pro rata share of the actual expenses including
tax liability incurred by the custodian and the Distributor in
connection therewith;

(c) In the case of substitution of new shares for Company
shares already purchased, arrange that the custodian will be
furnished, without payment of sales commission or fees, with
new shares having an aggregate value on the basis of their net
asset value at lease equal to the aggregate value of the old
Company shares similarly computed, or computed on the basis of
the best available bid price the custodian is able to obtain
for such old Company shares in the event the issuer thereof
does not quote the net asset value at the time in question;

(d) Furnish the custodian with a certificate signed by
the President or Secretary of the Distributor, showing that
the Distributor has given notice to each holder of a Plan as
above provided; and

-5-

<PAGE> 6
(e) File an application with the Securities and
Exchange Commission.

9. The Company agrees to indemnify and hold the Distributor and
each person (if any) who controls the Distributor within the meaning of Section
15 of the Securities Act of 1933 harmless from and against any and all losses,
claims, damages and liabilities caused by or alleged to exist by reason of any
untrue statement or alleged untrue statement of a material fact contained in
the Company's Registration Statement or Prospectus (as amended or supplemented
if the Company shall have made any amendments or supplements thereto) or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission or alleged untrue statement or omission shall have
been furnished by the Company for use in the Registration Statement or
Prospectus.

The Distributor agrees that, promptly upon its receipt of notice of
the commencement of any action against the Distributor or against any person so
controlling the Distributor, in respect of which indemnity or reimbursement may
be sought from the Company on account of its agreement in the preceding
paragraph, notice in writing will be given to the Company of the commencement
thereof. Thereupon, the Company shall be entitled to participate, to the
extent that it shall wish (including the selection of counsel), in the defense
thereof. The Distributor or any such controlling person shall have the right,
at its or his own expense, to employ separate counsel in any such case.

In the event that any such claim for indemnification is made by any
officer, director or person in control of the Distributor within the meaning of
Section 15 of the Securities Act of 1933 who is also an officer or director of
the Company, the Company will submit to a court of appropriate jurisdiction the
question of whether or not indemnification by it is against public policy as
expressed in the Securities Act of 1933, the Securities Exchange Act of 1934,
and the Act, and will be governed by the final adjudication of such question.

Notwithstanding anything to the contrary contained herein, the
foregoing indemnity does not protect or purport to protect or indemnity the
Distributor for any liability to the Company or to holders of Company shares to
which it would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.

-6-

<PAGE> 7
10. The Distributor agrees to indemnify and hold harmless the
Company, its officers, directors or agents to the same extent as in the
foregoing indemnity from the Company to the Distributor, arising by reason of
the sponsorship or distribution by the Distributor of Plans based upon Company
shares, but only with respect to any untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
Company by the Distributor or by any person on behalf of or at the request of
the Distributor, excluding the Company, expressly for use in the Registration
Statement or Prospectus. The Distributor also agrees to indemnify and hold
harmless the Company, its officers, agents and directors from and against any
and all losses, claims damages and liabilities caused by or alleged to exist by
reason of sales activities by it or its authorized agents, in violation of the
laws of the United States or of any state or other jurisdiction in which
solicitations are made or any rule or regulation promulgated by any lawfully
constituted authority.

In case any action shall be brought against the Company, its officers,
directors or agents, in respect of which it may seek indemnity or reimbursement
from the Distributor on account of the agreement of the Distributor contained
in the preceding paragraph, the Distributor shall have the rights and duties
given to the Company, and the Company, its directors, officers or agents shall
have the rights and duties given to the Distributor, in the second, third and
fourth paragraphs of paragraph 9.

11. This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Board of Directors of the Company or by
vote of a majority of the outstanding voting securities of the Company, or by
the Distributor, on sixty (60) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment, as
defined in the Act, by the Distributor.

-7-
<PAGE> 8
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto the day and year first above written.

AIM SUMMIT FUND, INC.

ATTEST: By: /s/ CHARLES T. BAUER
------------------------------
President
/s/ NANCY L. MARTIN
- --------------------------------
Assistant Secretary

A I M DISTRIBUTORS, INC.

ATTEST:
By: /s/ MICHAEL J. CEMO
------------------------------
/s/ NANCY L. MARTIN
- --------------------------------
Assistant Secretary

-8-

<PAGE> 1
A(9)(a)(iii)

[AIM LOGO] SUMMIT INVESTORS PLAN ACCOUNT NO.
Individual Retirement Account Application ----------------

INVESTMENT

Monthly Amount $ Total Plan Amount $
---------------------------- ----------------

$ / / for Tax Year 19 Type of Account:
-------------------- ---
Initial Investment / / Rollover / / Regular / / Rollover
Make check payable to: State Street / / Spousal / / SEP/SARSEP
Bank & Trust Co.

Special Pricing Requested / / Yes / / No Total Breakpoint $
--------------
I am an associated person of a NASD member firm. / / Yes / / No
If yes - name of firm
-----------------------------------------------------------

Account Names Account Numbers Monthly Amounts

$
- ---------------------------- --------------------- -------------------
$
- ---------------------------- --------------------- -------------------
$
- ---------------------------- --------------------- -------------------
$
- ---------------------------- --------------------- -------------------

================================================================================
ACCOUNT REGISTRATION

Name of Investor
----------------------------------------------------------------
First Middle Initial Last
Street or P.O. Box
--------------------------------------------------------------
City State Zip
------------------------------------ ------------------- -------------

Social Security Number Date of Birth
----------------------------------- ----------

================================================================================
BENEFICIARY INSTRUCTIONS

I designate the following person(s) primary beneficiary(ies), to receive the
balance of my IRA custodial account upon my death. The balance of my account
shall be distributed in equal amounts to the beneficiary(ies) who survive me. I
hereby certify that there is no legal impediment to the designation of the
beneficary(ies)

Name Relationship Percentage Birth Date

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

================================================================================
SIMPLIFIED EMPLOYEE PENSION INSTRUCTIONS (if applicable)

This contribution is for my SEP or SARSEP. Accept this contribution on my
behalf from:

Name of Employer
----------------------------------------------------------------
Address of Employer
-------------------------------------------------------------

================================================================================
PLEASE READ AND SIGN (Signature)

I hereby adopt the Summit Investors Plans Individual Retirement Account
appointing State Street Bank and Trust Company as custodian. I have received
and read the current prospectus of Summit Investors Plans including the
prospectus of AIM Summit Fund and have read and understand the IRA custodial
agreement and disclosure statement and consent to the custodial account fees as
specified herein. I understand that the $10.00 annual IRA fee is paid by the
redemption of AIM Summit Fund stocks. The undersigned warrant(s) that I (we)
have full authority and, if a natural person, I (we) am (are) of legal age to
purchase shares pursuant to this Application.

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

WITHHOLDING INFORMATION (Substitute Form W-9)

Under the Interest and Dividend Tax Compliance Act of 1983, the Fund is
required to have the following certification: Under the penalties of perjury I
certify by signing this Application as provided below that:

(1) The number shown in Section 2 of this Application is my correct Social
Security (or Tax Identification) Number, and
(2) I am not subject to backup withholding either because (a) I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends or (b) the IRS has notified me that I am no longer subject to
backup withholding. (This paragraph (2) does not apply to real estate
transactions, mortgage interest paid, the acquisition or abandonment of
secured property, contributions to an individual retirement arrangement
and payments other than interest and dividends.)
YOU MUST CROSS OUT PARAGRAPH (2) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE
IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDER
REPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.
In addition, the Fund hereby incorporates, by reference, into this
section of the Application either the IRS instructions for Form W-9 or
the substance of those instruction whichever is attached to this
Application.
================================================================================

SIGNATURE PROVISIONS

I/We, the undersigned Depositor(s), have read and understand the foregoing
Application and the attached material included herein by reference. In
addition, I/we certify that the information which I/we have provided and the
information which is included within the Application and the attached material
included herein by reference is accurate including but not limited to the
representations contained in the Withholding Information Section of this
Application above.

Dated , 19 At
------------------- ---- ------------------------------------------
City State Zip

Signature of Shareholder X
-----------------------------------------------------

================================================================================
INVESTMENT DEALER INFORMATION

Dealer's Name Authorized Signature
------------------------------ -----------------

Branch Office (Location)
--------------------------------------------------------

Representative
------------------------------------------------------------------
Name Number

Representative's Signature
-----------------------------------------------------
<PAGE> 2

Section references are to the Internal Revenue Code.

PURPOSE OF FORM. -- A person who is required to file an information return with
the IRS must get your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, cancellation of debt or contributions you made to an IRA. Use
Form W-9 to give your correct TIN to the requester (the person requesting your
TIN) and when applicable. (1) to certify the TIN you are giving is correct (or
you are waiting for a number to be issued). (2) to certify you are not subject
to backup withholding, or (3) to claim exemption from backup withholding if you
are an exempt payee. Giving your correct TIN and making the appropriate
certifications will prevent certain payments from being subject to backup
withholding.

NOTE: if a requester gives you a form other than a W-9 to request your TIN,
you must use the requester's form if it is substantially similar to this Form
W-9.

WHAT IS BACKUP WITHHOLDING? - Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions.
This is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.

If you give the requester the correct TIN, make the proper certifications, and
report all your taxable interest and dividends on your tax return, your
payments will not be subject to backup withholding. Payments you receive will
be subject to backup withholding if:

1. You do not furnish your TIN to the requester, or

2. The IRS tells the requester that you furnished an incorrect TIN, or

3. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or

4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts opened
after 1983 only), or

5. You do not certify your TIN. See the Part III instructions for exceptions.

Certain payees and payments are exempt from backup withholding and
information reporting. See the Part II instructions and the separate
instructions for the Requester of Form W-9.

HOW TO GET A TIN. -- If you do not have a TIN, apply for one immediately. To
apply, get FORM SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security Administration, or
FORM SS-4, Application for Employer Identification Number (for business and all
other entities), from your local IRS office.

If you do not have a TIN, write "Applied For" in the space for the TIN in
Part I, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN.

Note: Writing "Applied For" on the form means that you have already applied for
a TIN or that you intend to apply for one soon.

As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.

PENALTIES

FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless
your failure is due to reasonable cause and not to willful neglect.

CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to $500 penalty.

CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

MISUSE OF TINS. -- If the requesters discloses or uses TlNs in violation of
Federal law, the requester may be subject to civil and criminal penalties.

SPECIFIC INSTRUCTIONS

NAME. -- If you are individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
social security card, and your new last name.

SOLE PROPRIETOR. -- You must enter your individual name. (Enter either your SSN
or EIN in Part 1.) You may enter your business name or "doing business as" name
on the business name line. Enter your name as shown on your social security
card and business name as it was used to apply for your EIN on Form SS-4

PART I - TAXPAYER IDENTIFICATION NUMBER (TIN)

You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter your SSN or EIN. Also see the chart on this page for further
clarification of name and TIN combinations. If you do not have a TIN, follow
the instructions under HOW TO GET A TIN on page 1.

PART II - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING

Individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends. For a complete list of exempt payees,
see the separate instructions for the Requester of Form W-9.

If you are exempt from backup withholding, you should still complete this form
to avoid possible erroneous backup withholding. Enter your correct TIN in Part
I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign Status.

PART III - CERTIFICATION

For a joint account, only the person whose TIN is shown in Part I should sign.

1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1993. You must give your correct TIN,
but you do not have to sign the certification.

2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER
1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.

3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross
out item 2 of the certification.

4. OTHER PAYMENTS. You must give your correct TIN, but you do not have to
sign the certification unless you have been notified of an incorrect TIN. Other
payments include payments made in the course of the requester's payments made
in the course of the requester's trade or business for rents, royalties, goods
(other than bills for merchandise), medical and health care services, payments
to a nonemployee for services (including attorney and accounting fees), and
payments to certain fishing boat crew members.

5. MORTGAGE INTEREST PAID BY YOU. ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, CANCELLATION OF DEBT, OR IRA CONTRIBUTIONS. You must give your
correct TIN, but you do not have to sign the certification.

PRIVACY ACT NOTICE

Section 6109 requires you to give your correct TIN to persons who must file
information returns with the IRS to report interest, dividends, and certain
other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you
made to an IRA. The IRS uses the numbers for identification purposes and to
help verify the accuracy of your tax return. You must provide your TIN whether
or not you are required to file a tax return. Payers must generally withhold
31% of taxable interest, dividend, and certain other payments to a payee who
does not give a TIN to a payer. Certain penalties may also apply.

WHAT NAME AND NUMBER TO GIVE THE REQUESTER

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
For this type of account: Give name and SSN of:
- ------------------------------------------------------------------------------------------------------
<S> <C>
1. Individual The individual
2. Two or more individuals (joint The actual owner of the account or, if
account) combined funds, the first individual on the
account (1)
3. Custodian account of a minor The Minor (2)
(Uniform Gift to Minors Act)
4. a. The usual recoverable The grantor-trustee (1)
savings trust (grantor is
also trustee)
b. So-called trust account that is The actual owner (1)
not a legal or valid trust under
state law
5. Sole proprietorship The owner (3)
- ------------------------------------------------------------------------------------------------------
For this type of account: Give name and EIN of:
- ------------------------------------------------------------------------------------------------------
6. Sole proprietorship The owner (3)
7. A valid trust, estate, or pension trust Legal entity (4)
8. Corporate The corporation
9. Association, club, religious, charitable, The organization
educational, or other tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
state or local government school district
or prison) that receives agricultural program
payments
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may also use either your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN or the personal representative or trustee unless the
legal entity itself is not designated in the account title.)

NOTE: if no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
<PAGE> 3

369 12-92 3363-3

FORM 5305-A Do NOT File
(Rev. October 1992) INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT with Internal
Department of the Treasury (under Section 408(a) of the Internal Revenue Code) Revenue Service
Internal Revenue Service

- ---------------------------------------------------------------------------------------------------------------------------------
Name of depositor Date of birth of depositor Identifying number (see instructions)

- ---------------------------------------------------------------------------------------------------------------------------------
Address of depositor Check if Amendment / /

- ---------------------------------------------------------------------------------------------------------------------------------
Name of custodian Address or principal place of business of custodian
State Street Bank and Trust Company The Commonwealth of Massachusetts
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Depositor whose name appears above is establishing an individual
retirement account under section 408(a) to provide for his or her retirement
and for the support of his or her beneficiaries after death.

The Custodian named above has given the Depositor the disclosure statement
required under Regulations section 1.408-6.

The Depositor assigned the custodial account _________________dollars
($_________________________) in cash.

The Depositor and the Custodian make the following agreement:

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

AIM SUMMIT FUND CUSTODIAL AGREEMENT

ARTICLE I
- ---------

The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8)
or 408(d)(3) of the Code or an employer contribution to a simplified
employee pension plan as described in section 408(k).

ARTICLE II
- ----------

The Depositor's interest in the balance in the custodial account is
nonforfeitable.

ARTICLE III
- -----------

1. No part of the custodial funds may be invested in life insurance contracts,
nor may the assets of the custodial account be commingled with other property
except in a common trust fund or common investment fund (within the meaning of
section 408(a)(5) of the Code).

2. No part of the custodial funds may be invested in collectibles (within the
meaning of section 408(m) of the Code).

ARTICLE IV
- ----------

1. The Depositor's entire interest in the custodial account must be, or begin
to be, distributed by the Depositor's required beginning date, the April 1
following the calendar year end in which the Depositor reaches age 70 1/2. By
that date, the Depositor may elect, in a manner acceptable to the Custodian, to
have the balance in the custodial account distributed in:

(a) A single-sum payment.

(b) An annuity contract that provides equal or substantially
equal monthly, quarterly, or annual payments over the life of
the Depositor. The payments must begin by April 1 following
the calendar year in which the Depositor reaches age 70 1/2.

(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last
survivor lives of the Depositor and his or her designated
beneficiary. The payments must begin by April 1 following the
calendar year in which the Depositor reaches age 70 1/2.

(d) Equal or substantially equal annual payments over a specified
period that may not be longer than the Depositor's life
expectancy.

(e) Equal or substantially equal annual payments over a specified
period that may not be longer than the joint life and last
survivor expectancy of the Depositor and his or her designated
beneficiary.

Even if distributions have begun to be made under option (d) or (e), the
Depositor may receive a distribution of the balance in the custodial account at
any time by giving written notice to the Custodian. If the Depositor does not
choose any of the methods of distribution described above by the April 1
following the calendar year in which he or she reaches age 70 1/2, distribution
to the Depositor will be made on that date by a single-sum payment. If the
Depositor elects as a means of distribution (b) or (c) above, the annuity
contract must satisfy the requirements of section 408(b)(1), (3), and (4) of
the Code. If the Depositor elects as a means of distribution (d) or (e) above,
the annual payment required to be made by the Depositor's required beginning
date is for the calendar year the Depositor reached age 70 1/2. Annual
payments for subsequent years, including the year the Depositor's required
beginning date occurs, must be made by December 31 of that year.

2. If the Depositor dies before his or her entire interest in the account is
distributed to him or her, the entire remaining interest will be distributed as
follows:

(a) If the Depositor dies on or after the Depositor's required
beginning date, distribution must continue to be made in
accordance with paragraph 1.

(b) If the Depositor dies before the Depositor's required
beginning date, the entire remaining interest will, at the
election of the beneficiary or beneficiaries, either

(i) be distributed by the December 31 of the year
containing the fifth anniversary of the Depositor's
death, or

(ii) be distributed in equal or substantially equal
payments over the life expectancy of the designated
beneficiary or beneficiaries.

The election of either (i) or (ii) must be made by December 31 of the
year following the year of the Depositor's death. If the beneficiary
or beneficiaries do not elect either of the distribution options
described in (i) and (ii), distribution will be made in accordance
with (ii) if the beneficiary is the Depositor's surviving spouse and
in accordance with (i) if the beneficiary or beneficiaries are or
include anyone other than the surviving spouse. In the case of
distributions under (ii), distributions need not commence until
December 31 of the year the Depositor would have attained age 70 1/2,
if later.

(c) If the Depositor dies before his or her entire interest has
been distributed and if the beneficiary is other than the
surviving spouse, no additional cash contributions or rollover
contributions may be accepted in the account.

3. In the case of distribution over life expectancy in equal or substantially
equal annual payments, to determine the minimum annual payment for each year,
divide the Depositor's entire interest in the Custodial account as of the close
of business on December 31 of the preceding year by the life expectancy of the
Depositor (or the joint life and last survivor expectancy of the Depositor and
the Depositor's designated beneficiary, or the life expectancy of the
designated beneficiary, whichever applies). In the case of distributions under
paragraph (1), determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and designated
beneficiary as of their birthdays in the year the Depositor reaches age 70 1/2.
In the case of distribution in accordance with paragraph 2(b)(ii), determine
life expectancy using the attained age of the designated beneficiary as of the
beneficiary's birthday in the year distributions are required to commence.
Unless the Depositor (or spouse) elects not to have life expectancy
recalculated, the Depositor's life expectancy (and to life expectancy of the
Depositor's spouse, if applicable) will be recalculated annually using their
attained ages as of their birthdays in the year for which the minimum annual
payment is being determined. The life expectancy of the designated beneficiary
(other than the spouse) will not be recalculated. The minimum annual payment
may be made in a series of installments (e.g., monthly, quarterly, etc.) as
long as the total payments for the year made by the date required are not less
than the minimum amounts required.
<PAGE> 4

ARTICLE V
- ---------

1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under section 408(i) of the
Code and the related regulations.

2. The Custodian agrees to submit reports to the Internal Revenue Service and
the Depositor prescribed by the Internal Revenue Service.

ARTICLE VI
- ----------

Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling.
Any additional articles that are not consistent with section 408(a) of the Code
and related regulations will be invalid.

ARTICLE VII
- -----------

This agreement will be amended from time to time to comply with the provisions
of the Code and related regulations. Other amendments may be made with the
consent of the persons whose signatures appear below.

ARTICLE VIII
- ------------

1. Pursuant to the terms of this Summit Investors Plans Individual Retirement
Custodian Account Agreement and the related IRA Account Application (referred to
herein as the "IRA Adoption Agreement") (such Agreements being collectively
referred to herein as the "Agreement"), the Depositor directs the Custodian to
invest all custodial account funds after deductions for sales charges and
Custodian fees, in shares (hereinafter referred to as "Fund Shares") of A I M
Summit Fund, Inc. (the "Fund").

2. (i) Annual Cash Contributions:

The Depositor may make annual cash contributions to the account within the
limits specified in Article I. All contributions shall be hand delivered or
mailed to the Custodian by the Depositor, with an indication of the taxable
year to which such contribution relates.

(ii) Rollover Contributions:

In addition to any annual contributions referred to in Paragraph (i) above, but
subject to this Paragraph (ii), the Depositor may contribute to the account, at
any time, a rollover contribution of such cash or other property as shall
constitute a rollover contribution within the meaning of section 402(a)(5),
402(a)(7), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code. The Custodian will
accept for the account all rollover contributions which consist of cash, and it
may, but shall be under no obligation to, accept any other rollover
contribution. In the case of rollover contributions composed of assets other
than cash, the prospective Depositor shall provide the Custodian with a
description of such assets and such other information as the Custodian may
reasonably require. The Custodian may accept all or any part of such a rollover
contribution if it determines that the assets of which such contribution
consists are either in a medium proper for investment hereunder or that the
assets can be promptly liquidated for cash.

The Depositor warrants that any rollover contribution to the account consists
of cash, the same property received in the distribution or, in the case of
amounts distributed to the Depositor from a qualified employee's plan or
annuity, the proceeds from the sale of the same property received in the
distribution. The Depositor also warrants that in the case of a rollover into
the account of amounts distributed to the Depositor from a qualified employee's
plan or annuity, only amounts in excess of the amounts considered to be the
Depositor's employee contributions included in such distribution constitute the
contribution to this account. Additionally, the Depositor affirms that the
contribution to the account does not consist of amounts received from an
inherited individual retirement account or annuity. An individual retirement
account or annuity shall be treated as inherited if it was acquired by reason
of the death of an individual other than the Depositor's spouse. The Depositor
also affirms that in the case of a rollover into the account of amounts
distributed from an individual retirement account or annuity or retirement
bond, he has not during the one year period ending on the date of the
distribution received any other distribution from an individual retirement
account or annuity or retirement bond which constituted a rollover contribution
(as described in section 408(d)(3) of the Code).

3. The Depositor shall be fully and solely responsible for all taxes, interest
and penalties which might accrue or be assessed by reason of any excess
deposit, and interest, if any, earned thereon. Any contributions made by or on
behalf of the Depositor in respect of a taxable year of the Depositor shall be
made by or on behalf of the Depositor to the Custodian for deposit in the
custodial account within the time period for claiming any income tax deduction
for such taxable year. It shall be the sole responsibility of the Depositor to
determine the amount of the contributions made hereunder. The Depositor shall
execute such forms as the Custodian may require in connection with any
contribution hereunder.

ARTICLE IX
- ----------

1. The Custodian shall from time to time, subject to the provisions of Articles
IV and V, make distributions out of the custodial account to the Depositor, in
such manner and amounts as may be specified in written instructions of the
Depositor. All such instructions shall be deemed to constitute a certification
by the Depositor that the distribution so directed is one that the Depositor is
permitted to receive. A declaration of the Depositor's intention as to the
disposition of an amount distributed pursuant to Article V hereof shall be in
writing and given to the Custodian. The Custodian shall have no liability with
respect to any contribution to the custodial account, any investment of assets
In the custodial account or any distribution therefrom pursuant to instructions
received from the Depositor or pursuant to this Agreement, or for any
consequences to the Depositor arising from such contributions, investments or
distributions including, but not limited to, excise and other taxes and
penalties which might accrue or be assessed by reason thereof, nor shall the
Custodian be under any duty to make any inquiry or investigation with respect
thereto.

2. If the Depositor is disabled (as defined in Section 72(m) of the Code), all
or a portion of the balance in the custodial account may be distributed to him
/her as soon as practicable after the Custodian receives written notice of the
Depositor's disability and a written request for distribution. The Custodian
may require such proof of disability as it deems necessary prior to the time
that amounts are distributed to the Depositor due to such disability.

3. The Depositor shall be fully and solely responsible for all taxes and
penalties which might accrue or be assessed for having failed to make the
annual minimum withdrawal required in any year.

ARTICLE X
- ---------

A Depositor shall have the right to designate a beneficiary or beneficiaries to
receive any amounts remaining in his account in the event of his death. Any
prior beneficiary designation may be changed or revoked at any time by a
Depositor by written designation signed by the Depositor on a form acceptable
to, and filed with, the Custodian; provided, however, that such designation, or
change or revocation of a prior designation shall not become effective until it
has been received by the Custodian, nor shall it be effective unless received
by the Custodian no later than thirty days before the death of the Depositor,
and provided further that the last such designation of beneficiary or change or
revocation of beneficiary executed by the Depositor, if received by the
Custodian within the time specified, shall control. Unless otherwise provided
in the beneficiary designation, amounts payable by reason of the Depositor's
death will be paid in equal shares only to the primary beneficiary or
beneficiaries who survive the Depositor, or, if no primary beneficiary survives
the Depositor, to the contingent beneficiary or beneficiaries who survive the
Depositor. If the Depositor had not, by the date of his death, properly
designated a beneficiary in accordance with the preceding sentences, or if no
designated beneficiary survives the Depositor, then the Depositor's beneficiary
shall be the Depositor's surviving spouse, or if there is no surviving spouse,
the Depositor's estate.

ARTICLE XI
- ----------

1. Any administrative or other fees of the Custodian and its agents for
performing duties pursuant to this Agreement shall be in such amount as shall
be established from time to time. The Depositor agrees to pay the Custodian
the fees specified in its current fee schedule and authorizes the Custodian to
charge the Depositor's custodian account for the amount of such fees.

2. Upon thirty days' prior written notice, the Custodian may substitute a new
fee schedule. The Custodian's fees, any income, gift, estate and inheritance
taxes and other taxes of any kind whatsoever, including transfer taxes incurred
in connection with the investment or reinvestment of the assets of the
custodial account, that may be levied or assessed in respect of such assets,
and all other administrative expenses incurred by the Custodian in the
performance of its duties including fees for legal services rendered to the
Custodian, may be charged to the custodial account with the right to liquidate
Fund Shares for this purpose, or at the Custodian's option, shall be billed to
the Depositor directly.

ARTICLE XII
- -----------

1. This Agreement shall take effect only when accepted and signed by the
Custodian. As directed, the Custodian shall then open and maintain a separate
custodial account for Depositor and invest the initial contribution hereunder
in shares of the Fund. Where the IRA Adoption Agreement is checked for spousal
accounts, separate custodial accounts will be opened and maintained in each
spouse's name. The amounts specified in the IRA Adoption Agreement shall be
credited to each spouse's separate custodial account except that no more than
$2,000 shall be credited to either custodial account.

2. The Custodian shall invest subsequent contributions as directed. If any
such written instructions are not received as required however, or if received,
are in the opinion of the Custodian unclear, or if the accompanying
contribution exceeds $2,250, the Custodian may hold or return all or a portion
of the contribution uninvested without liability for loss of income or
appreciation, and without liability for interest, pending receipt of written
instructions or clarification.

3. All dividends and capital gain distributions, less charges, received on
Fund Shares held in the custodial account shall (unless received in additional
such shares) be reinvested in shares of the Fund, which shall be credited to
the custodial account. If any distribution on such shares may be received at
the election of the Depositor in additional such shares or in cash or other
property, the Custodian shall elect to receive it in additional Fund shares.

4. All Fund Shares acquired by the Custodian hereunder shall be registered in
the name of the Custodian (with or without identifying this Depositor) or of
its nominees. The Custodian shall deliver, or cause to be executed and
delivered, to the Depositor all notices, prospectuses, financial statements,
proxies and proxy solicitation materials relating to such Fund Shares held in
the custodial account. The Custodian shall not vote any Fund Shares except in
accordance with the written instructions received from the Depositor.
<PAGE> 5

ARTICLE XIII
- ------------

1. The Custodian shall keep adequate records of transactions it is required to
perform hereunder. Not later than six months after the close of each calendar
year or after the Custodian's registration or removal pursuant to Article XV
below, the Custodian shall render to the Depositor or the Depositor's legal
representative a written report or reports reflecting the transactions effected
by it during such period and the assets and liabilities of the custodial
account at the close of the period. Sixty days after rendering such report(s),
the Custodian shall (to the extent permitted by law) be forever released and
discharged from all liability and accountability to anyone with respect to its
acts and transactions shown in or reflected by such report(s), except with
respect to those as to which the Depositor or the Depositor's legal
representative shall have filed written objections with the Custodian within
the latter such sixty-day period.

2. The Custodian shall receive and invest contributions as directed by the
Depositor, hold and distribute such investments, and keep adequate records and
reports thereon, all in accordance with this Agreement. The parties do not
intend to confer any other fiduciary duties of the Custodian, and none shall be
implied. The Custodian shall not be liable (and assumes no responsibility) for
the collection of contributions, the deductibility or propriety of any
contribution under this Agreement, or the purposes or propriety of any
distribution from the account, which matters are the responsibility of the
Depositor or the Depositor's legal representative.

3. The Depositor, to the extent permitted by law, shall always fully indemnify
the Custodian and save it harmless from any and all liability whatsoever which
may arise in connection with this Agreement and matters which it contemplates,
except that which arises due to the Custodian's negligence and willful
misconduct. The Custodian shall not be obligated or expected to commence or
defend any legal action or preceding in connection with this Agreement or such
matters unless agreed upon by the Custodian and Depositor or said legal
representative, and unless fully indemnified for so doing to the Custodian's
satisfaction.

4. The Custodian may conclusively rely upon and shall be protected in acting
upon any written order from the Depositor or the Depositor's legal
representative or any other notice, request, consent, certificate or other
instruments or paper believed by it to be genuine and to have been properly
executed, and as long as it acts in good faith in taking or emitting to take any
other action in reliance thereon.

ARTICLE XIV
- -----------

1. The Custodian may resign at any time upon thirty days' notice in writing to
the Depositor, and may be removed by the Depositor at any time upon thirty
days' notice in writing to the Custodian. Upon such resignation or removal,
the Depositor shall appoint a successor custodian to serve under this
Agreement. Upon receipt by the Custodian of written acceptance of such
appointment by the successor custodian, the Custodian shall transfer to such
successor the assets of the custodial account and all necessary records (or
copies thereof) pertaining thereto, provided that (at the Custodian's request)
any successor custodian shall agree not to dispose of any such records without
the Custodian's consent. The Custodian is authorized, however, to reserve such
assets as it may deem advisable for payment of any other liabilities
constituting a charge on or against the assets of the custodial account or on
or against the Custodian, with any balance of such reserve remaining after the
payment of all such items to be paid over to the successor custodian.

2. The Custodian shall not be liable for acts or omissions of such successor
custodian.

3. The Custodian, and every successor custodian appointed to serve under this
Agreement, must be a bank (as defined in Section 401(d)(11) of the Code) or
such other person who qualifies with the Internal Revenue Service to serve in
the manner prescribed by Code section 408(a)(2) and satisfies the Custodian,
upon request, as to such qualification.

4. After the Custodian has transferred the custodial account assets (including
any reserve balance as contemplated above) to the successor custodian, the
Custodian shall be relieved of all further liability with respect to this
Agreement, the custodial account and the assets thereof.

ARTICLE XV
- ----------

1. The Custodian shall terminate the custodial account if within thirty days
after its resignation or removal pursuant to Article XV above, the Depositor
has not appointed a successor custodian which has accepted such appointment
unless within that time the Distributor appoints such successor and gives
written notice thereof to the Depositor and the Custodian. The Distributor
shall have the right, but not the duty, to appoint such a successor.
Termination of the custodial account shall be effected by distributing all of
the assets therein in cash or in kind to the Depositor in a lump sum, subject
to the Custodian's right to reserve funds as provided in said Article XV.

2. Upon termination of the custodial account in any manner provided for in
this Article XVI, this Agreement shall terminate and have no further force and
effect, and the Custodian shall be relieved from all further liability with
respect to this Agreement, the custodial account and all assets thereof so
distributed.

ARTICLE XVI
- -----------

1. Any notice from the Custodian to the Depositor provided for in this
Agreement shall be effective when mailed if sent by first class mail to the
Depositor at the Depositor's last known address as shown on the Custodian's
records. Any notice required or permitted to be given to the Custodian, shall
become effective upon actual receipt by the Custodian at such address as the
Custodian shall provide the Depositor from time to time in writing.

2. This Agreement is accepted by the Custodian and shall be construed and
administered in accordance with the laws of The Commonwealth of Massachusetts.
The Custodian and the Depositor hereby waive and agree to waive right to trial
by jury in an action or proceeding instituted in respect to this custodial
account. The Depositor further agrees that the venue of any litigation between
him and the Custodian with respect to the custodial account shall be in the
County of Suffolk, The Commonwealth of Massachusetts.

3. This Agreement is intended to qualify under section 408 of the Code as an
Individual Retirement Account and to entitle the Depositor to any retirement
savings deduction which he may qualify for under section 219 of the Code, and if
any provision hereof is subject to more than one interpretation or any term used
herein is subject to more than one construction, such ambiguity shall be
resolved in favor of that interpretation or construction which is consistent
with that intent.

4. All provisions in this Agreement are subject to the Code and to regulations
promulgated thereunder. In the event that any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement.

5. The Custodian shall have no duties whatsoever except such duties as it
specifically agrees to in writing, and no implied covenants or obligations shall
be read into this Agreement against the Custodian. The Custodian shall not be
liable under this Agreement, except for its own bad faith, gross negligence or
willful misconduct.

6. No interest, right or claim in or to any part of the custodial account or
any payment therefrom shall be assignable, transferable, or subject to sale,
mortgage, pledge, hypothecation, communication, anticipation, garnishment,
attachment, execution, or levy of any kind and the Custodian shall not recognize
any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute or
anticipate the same, except as required by law.

7. The Depositor hereby delegates to the Custodian the power to amend this
Agreement from time to time as it deems appropriate, and hereby consents to all
such amendments, provided, however, that all such amendments are in compliance
with the provisions of the Code and the regulations promulgated thereunder. All
such amendments shall be effective as of the date specified in a written notice
of amendment which will be sent to the Depositor.

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

INSTRUCTIONS
- ------------

(Section references are to the Internal Revenue Code unless otherwise noted.)

PURPOSE OF FORM
- ---------------

This model custodial account may be used by an individual who wishes to adopt an
individual retirement account under section 408(a). When fully executed by the
Depositor and the Custodian not later than the time prescribed by law for filing
the Federal income tax return for the Depositor's tax year (not including any
extensions thereof), a Depositor will have an individual retirement account
(IRA) custodial account which meets the requirements of section 408(a). This
account must be credited in the United States for the exclusive benefit of the
Depositor or his/her beneficiaries.

DEFINITIONS
- -----------

CUSTODIAN. -- The Custodian must be a bank or savings and loan association, as
defined in section 408(n), or other person who has the approval of the Internal
Revenue Service to act as custodian.

DEPOSITOR. -- The Depositor is the person who establishes the custodial account.

IRA FOR NON-WORKING SPOUSES
- ---------------------------

Contributions to an IRA custodial account for a non-working spouse must be made
to a separate IRA custodial account established by the non-working spouse.

This form may be used to establish the IRA custodial account for the non-working
spouse.

An employee's social security number will serve as the identification number of
his or her individual retirement account. An employer identification number is
only required for each participant-directed individual retirement account. An
employer identification number is only required for each participant-directed
individual retirement account. An employer identification number is required for
a common fund created for individual retirement accounts.

For more information, get a copy of the required disclosure statement from your
custodian or get Publication 590, Individual Retirement Arrangements. (IRAs).
<PAGE> 6
SPECIFIC INSTRUCTIONS
- ---------------------

ARTICLE IV -- Distribution made under this Article may be made in a single sum,
periodic payment, or a combination of both. The distribution option should be
reviewed in the year the Depositor reaches age 70 1/2 to make sure the
requirements of section 408(a)(6) have been met.

ARTICLE IX -- This article and any that follow it may incorporate additional
provisions that are agreed upon by the depositor and the custodian to complete
the agreement. These may include, for example: definitions, investment powers,
voting rights, exculpatory provisions, amendment and termination, removal of
custodian, custodian's fees, state law requirements, beginning date of
distributions, accepting only cash, treatment of excess contributions,
prohibited transactions with the depositor, etc. Use additional pages if
necessary and attach them to this form.

NOTE: This form may be reproduced and reduced in size for adoption to passbook
or card purposes.

SUMMIT INVESTORS PLANS

INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT

DISCLOSURE STATEMENT

Under applicable federal regulations, a custodian of an individual retirement
account is required to furnish each depositor who has established or is
establishing an individual retirement account with a statement which discloses
certain information regarding the account. State Street Bank and Trust Company
(hereinafter referred to as the "Custodian") is providing this Disclosure
Statement to you in accordance with that requirement, and this Disclosure
Statement contains general information about the Summit Investors Plans
Individual Retirement Custodial Account (hereinafter referred to as "IRA"). This
Disclosure Statement should be reviewed in conjunction with both the Individual
Retirement Custodial Account agreement (From 5305-A and any attachments thereto,
hereinafter referred to as the "Custodial Agreement") and the Adoption Agreement
for your IRA. You should review this Disclosure Statement and the IRA documents
with your attorney or tax advisor. The Custodian cannot give tax advice or
determine whether or not the IRA is appropriate for you.

A. SEVEN DAY RIGHT TO REVOKE YOUR IRA.
- --------------------------------------

You may revoke your IRA at any time within seven business days after the date
the IRA is established, by giving proper notice. For purposes of revocation, it
will be assumed that you received the Disclosure Statement no later than the
date of your check with which you opened your IRA. Written notice must be hand
delivered or sent by first class mail, in which case, the revocation will be
effective as of the date the notice is postmarked (or if sent by certified or
registered mail, the date of certification or registration). Notice of
revocation should be made to: A I M Distributors, Inc., Eleven Greenway Plaza,
Suite 1919, P.O. Box 4739, Houston, Texas 77210-4739, Attention: Summit Client
Services Department, area code (800) 995-4246. If you revoke your IRA, you are
entitled to a refund of your entire contribution to the IRA, without adjustment
for such items as sales commissions, administrative expenses or fluctuation in
market value. If you do not revoke within seven business days after the
establishment of the IRA, you will be deemed to have accepted the terms and
conditions of the IRA and cannot later revoke the IRA without certain potential
penalties.

B. STATUTORY REQUIREMENTS.
- --------------------------

An IRA is a trust or custodial account created or organized in the United States
for your exclusive benefit or that of your beneficiaries. It must be created by
a written governing instrument that meets the following requirements:

(1) the trustee or custodian must be a bank, federally insured credit union,
savings and loan association or another person eligible to act as trustee or
custodian;

(2) except for rollover contributions (as described in Part F below), no
contribution will be accepted unless it is in cash or cash equivalent,
including, but not by way of limitation, personal checks, cashier's checks, and
wire transfers;

(3) except for rollovers, simplified employee pension ("SEP") contributions, and
spousal IRA contributions described below, contributions of more than $2,000 for
any tax year may not be made;

(4) you will have a nonforfeitable interest in the account;

(5) no part of the trust or custodial funds will be invested in life insurance
contracts, nor may the assets be commingled with other property except in a
common trust fund or common investment fund. Furthermore, as provided in section
408(m) of the Internal Revenue Code of 1986, as amended (the "Code"), your IRA
may not be invested in "collectibles," such as art works, antiques, metals,
gems, stamps, coins (with an exception for certain U.S.-minted gold and silver
coins), and certain other types of tangible personal property. An investment in
a collectible would be treated as a distribution from your IRA which would be
includible in your gross income, and, if you had not attained the age of 59 1/2,
the distribution would also be subject to the premature distribution penalty as
discussed in Part E(4) below;

(6) your entire interest in the account must be, or begin to be, distributed on
or before April 1 of the calendar year following the calendar year in which you
reach age 70 1/2. The distribution may be made in a single sum, or you may
receive periodic distributions, so long as your entire interest is distributed
in equal or substantially equal payments over any of the following periods:

(a) your life;

(b) the lives of you and your designated beneficiary;

(d) a period certain not extending beyond the life expectancy of you and your
designated beneficiary.

If the distributions from your IRA are to be made over one of the foregoing
periods, the amount distributed each year must meet the minimum distribution
requirements set forth in your IRA Custodial Agreement, or you will incur a
penalty as described in Part E(8) below;

(7) If you die after distributions have commenced but before your entire
interest has been distributed to you, payments must continue at least as rapidly
as under the method of distribution in effect, at your death. If you die before
distributions have commenced, generally your entire interest must be distributed
within five years of your death. However, if your interest is payable to a
designated beneficiary, payments may be made over the life or a period not
exceeding the life expectancy of the beneficiary; provided,
<PAGE> 7
however, that such payments must commence within one year of your death unless
your designated beneficiary is your surviving spouse, in which case payments
need not commence until the date on which you would have attained age 70 1/2.
You should advise the Custodian as to your beneficiary and the method of
distribution desired.

C. INVESTMENT OF YOUR IRA.
- ---------------------------

Under the terms of the Custodial Agreement, your contributions will be invested
by the Custodian in full and fractional shares of A I M Summit Fund, Inc. in
accordance with the Summit Investors Plan that you have established. All
dividends and capital gain distributions on shares held in your IRA will be
reinvested in shares of A I M Summit Fund, Inc. Detailed information about
Summit Investors Plans and the shares of A I M Summit Fund, Inc. must be
furnished to you in the form of prospectuses governed by rules of the
Securities and Exchange Commission.

D. LIMITATIONS AND RESTRICTIONS ON IRA CONTRIBUTIONS AND DEDUCTIONS
- --------------------------------------------------------------------

Except in the case of rollover contributions (see Part F below), generally you
may contribute up to the lesser of $2,000 or 100% of your compensation (earned
income) to your IRA for any taxable year, with an additional contribution of
$250 permissible with respect to a spousal IRA if the requirements discussed
below are met.

Section 219 of the Code contains special provisions governing whether amounts
contributed to your IRA will be deductible from gross income for federal income
tax purposes. To the extent you are not eligible or elect not to make
deductible IRA contributions, you may make nondeductible IRA contributions
within the aforementioned limits which are reduced by the amount of any
deductible contributions. The following is a summary of the rules regarding the
deductibility of contributions to your IRA. You should consult your tax advisor
to determine the specific application of such rules to your IRA contributions
for any particular taxable year.

(1) If neither you, nor your spouse, is an "active participant" (as determined
under section 219(g) of the Code and any regulations or rulings thereunder) in
a retirement plan during any part of the taxable year, you may take a deduction
for contributions to your IRA for such taxable year in an amount equal to the
lesser of $2,000 or 100% of your compensation (earned income) for such taxable
year.

(2) If either you, or your spouse (unless you file separate income tax returns
as noted below), is considered an "active participant" in a retirement plan for
any part of the taxable year, the extent, if any, to which contributions to
your IRA will be deductible depends on the amount of your adjusted gross income
("AGI"). The maximum IRA deduction as specified in Paragraph (1) above will be
reduced in the same ratio that the excess of your AGI over $25,000 (for a
single individual), $40,000 (for a married couple filing jointly) and zero (for
a married couple filing separately) bears to $10,000. Thus, if you are an
active participant in a retirement plan, no IRA deduction will be permitted if:

(a) You are a single individual with AGI in excess of $35,000,

(b) you are married and file a joint return with AGI in excess of
$50,000, or

(3) If you are married and your spouse has no compensation for the taxable
year, or elects to be treated as having no compensation for such year, you are
permitted an additional deduction in the amount of $250 for contributions to an
IRA for the benefit of your spouse provided that your spouse has not attained
age 70 1/2 and you file a joint income tax return for such year, subject to
the provisions of (1) and (2) above, whichever is applicable.

You will be considered an "active participant" for any particular taxable year
if you are covered by a retirement plan for any part of such year. Generally,
you will be considered covered by a retirement plan for a year if your employer
or union has a retirement plan under which money is added to your account or
you are eligible to earn retirement credits for such year. For example, if you
are covered under a profit-sharing plan, certain government plans, a salary
reduction arrangement (such as a tax-sheltered annuity arrangement or a 401(k)
plan), a SEP or a plan which promises you a retirement benefit which is based
upon the number of years of service you have with the employer, you are likely
to be an active participant. Your Form W-2 for the year should indicate your
participation status. You are an active participant for a year even if you are
not yet vested in your retirement benefit. Also, if you make required
contributions or voluntary employee contributions to a retirement plan, you are
an active participant. In certain plans you may be an active participant even
if you were only with the employer for part of the year. You should note that
if you are married but file a separate tax return, your spouse's active
participation does not affect your ability to make deductible contributions.

No deduction will be allowed under (1) or (2) above for any contribution which
is made for the taxable year during which you attain age 70 1/2 or for any
subsequent year. Under (3) above, you are permitted to contribute and deduct up
to $2,250 for contributions to your IRA and a spousal IRA, subject to the
provisions of (1) and (2) above. However, in no event shall the contribution to
either IRA exceed $2,000, it should be noted that if both you and your spouse
work, each may contribute up to $2,000 of compensation (earned income) to his or
her own IRA.

If your employer maintains a SEP. your employer may contribute to your IRA up
to the lesser of 15% of your compensation from such employer or $30,000. Since
SEP contributions are excluded from your gross income, such contributions are
not deductible for federal income tax purposes.

If contributions to your IRA are deductible as outlined above, you may claim
such deduction even if you do not itemize your deductions on your federal
income tax return. You must make contributions to your IRA during the taxable
year for which you claim the deduction or by the deadline for filing your
federal income tax return for such year (without regard to any filing deadline
extension). For example, if you are a calendar-year taxpayer, you must make
contributions no later than April 15th in order to take a deduction for the
previous year.

If any portion of a contribution to your IRA is nondeductible as outlined
above, you must so designate on your federal income tax return as required
under section 408(o)(4) of the Code.

E. FEDERAL INCOME TAX STATUS OF THE IRA AND CERTAIN DISTRIBUTIONS
- ------------------------------------------------------------------

(1) In general. Except as described below, your IRA and earnings thereon are
exempt from federal income tax until distributions are made from the IRA.

(2) Tax Treatment of Distributions. If all contributions to your IRA (other than
rollover contributions) have been deductible for federal income tax purposes
then all distributions from your IRA will be taxable as ordinary income.
However, if you have made any nondeductible IRA contributions, distributions
from your IRA will be treated as partially a return of deductible contributions,
if any, (taxable), partially a return of nondeductible contributions
(nontaxable) and partially a distribution of earnings (taxable). The portion of
an IRA distribution which will be excludable from income will be determined by
multiplying the total amount distributed by a fraction, the numerator of which
is the aggregate of all your nondeductible IRA contributions, and the
denominator of which is the aggregate balance of all of your IRAs (including
rollover IRAs and SEPs). For the purposes of the foregoing, (a) all of your IRAs
will be treated as a single IRA, (b) all distributions during a taxable year
will be treated as a single distribution and (c) the aggregate balance of your
IRAs will be determined as of the end of the calendar year with or within which
your taxable year ends, after adding back any distributions for such year.

Distributions from your IRA are not eligible for any special tax treatment such
as five- or ten-year averaging or capital gains treatment.

(3) Excess Contributions. If contributions to your IRA are in excess of the
limits stated in Part D above, you will be assessed a 6% nondeductible excise
tax on such excess amounts. This tax is payable for each year the excess is
permitted to remain in your IRA. However, if the excess contribution has not
been taken as a deduction, and if the excess and all earnings thereon are
returned before the due date for filing your income tax return for the year in
which the excess contribution was made, the 6% excise tax will not be assessed.
The earnings on such excess contribution that are returned to you will be
taxable as ordinary income and will be deemed to have been earned and taxable in
the tax year during which the excess contribution was made. In addition, if you
are not disabled or have not reached age 59 1/2, the earnings will be subject to
the 10% premature withdrawal penalty discussed below. The 6% excess contribution
tax may be eliminated for future tax years by withdrawing the excess
contribution from your IRA before the due date for filing your tax return for
that year or by under-contributing for a subsequent year by an amount equal to
the excess contribution. The excess contribution being returned will not be
subject to income tax nor will the 10% premature withdrawal penalty as discussed
below be assessed, provided no deduction was allowed for the excess contribution
and the earnings on the excess contribution are not withdrawn.

If less than the maximum amount of contributions has been made in years before
the year you make an excess contribution, the prior year's difference may not
be used to reduce the excess contribution. Qualified rollover contributions,
as described in Part F below, are not considered excess contributions.

(4) Premature Distributions. In addition to any regular income tax that may be
payable, distributions from your IRA that occur before you reach age 59 1/2
(except in the event of disability, death, rollover, or as a qualifying
distribution of an excess contribution), will be assessed a 10% additional
income tax on the amount distributed which is includible in your gross income.
However, the additional 10% income tax will not be imposed if the distribution
is one of a scheduled series of level payments to be made over your life or life
expectancy or over the joint lives or joint life expectancies of you and your
beneficiary. Amounts treated as distributions from the IRA because of pledging
the IRA as described below, or prohibited transactions as described below, will
also be considered premature distributions if they occur before you reach age
59 1/2 (assuming you are not disabled).

(5) Excess Distributions. If the aggregate of your distributions from
qualified plans and individual retirement accounts exceed a certain limit for
any calendar year, a 15% excise tax will be imposed on such excess
distributions. Generally, the limit is the greater of $150,000 (available only
if a special grandfather provision is not elected on a return filed for a
pre-1989 tax year) or $112,500 as adjusted for cost-of-living increases. For
any such excess distributions prior to your attainment of age 59 1/2, the 15%
excise tax will be offset by the 10% additional income tax on early
distributions.

(6) Pledging the IRA. If you pledge your IRA as security for a loan, the
portion so pledged is treated as being distributed to you in that year. In
addition to any regular income tax that may be payable on the distribution, the
premature distribution penalty as discussed above may also be applicable.

(7) Prohibited Transactions. If you or your beneficiary engages in a prohibited
transaction, as described in section 4975 of the Code with respect to your IRA,
your IRA will lose its exemption from tax and you must include the fair market
value of your IRA in your gross income for the year during which the prohibited
transaction occurred. In addition to any regular income tax that may be payable,
the premature distribution penalty as discussed above may also be applicable.

(8) Insufficient or Late Distributions. In addition to the regular income tax
that may be payable on distributions from your IRA, you will be assessed
penalties on certain accumulations if funds in your IRA are not distributed in
accordance with the rules described in Part B above. If the amount distributed
from your IRA during the year is less than the minimum amount required to be
distributed during such year, an excise tax will be imposed. The tax imposed is
equal to 50% of the amount by which the minimum required distribution exceeds
the amount actually distributed during the year.

<PAGE> 8
(9) Estate and Gift Tax Status of Distributions. Generally, for estate tax
purposes, the value of your IRA will be fully includible in your gross estate
in the event of your death. For gift tax purposes, beneficiary designations
will not be treated as gifts. Also, contributions to an IRA on behalf of a
spouse who has no earned income or elects to be treated as having no earned
income will qualify for the annual present interest gift exclusion. You should
consult your tax advisor with respect to the application of community property
laws on estate and gift tax issues relating to your IRA.

(10) Inherited IRAs. Your IRA will be treated as an inherited IRA if, upon
your death, it is acquired by a beneficiary other than your surviving spouse.
An inherited IRA may not be rolled over to a qualified plan or to another IRA,
nor may an inherited IRA accept any regular or rollover deposits. Only a
beneficiary who is your surviving spouse will be allowed to roll over the IRA
funds into his or her own IRA.

(11) Federal Income Tax Withholding. The taxable portion of distributions
from your IRA is subject to federal income tax withholding unless you elect not
to have withholding applied. If you elect not to have withholding applied to
taxable distributions from your IRA, or if insufficient federal income tax is
withheld from any distribution, you may be responsible for payment of estimated
taxes, as well as for penalties under the estimated tax rules, if withholding
and estimated taxes, as well as for penalties under the estimated tax rules,if
withholding and estimated tax payments were not sufficient. Additional
information regarding withholding and the necessary election forms will be
provided no later than at the time a distribution is requested.

F. ROLLOVER CONTRIBUTIONS.
- ---------------------------

A rollover is a tax-free distribution of cash or other assets from one
retirement program to another. There are two kinds of rollover contributions to
an IRA. In one, you contribute amounts distributed to you from one IRA to
another IRA. With the other, you contribute amounts distributed to your from
your employer's qualified plan to an IRA. A rollover is an allowable IRA
contribution which is not subject to the limits on regular contributions
discussed in Part D above. However, you may not deduct a rollover contribution
to your IRA on your tax return.

If you receive a distribution of part of all of the assets of one IRA, you may
roll over such assets, tax free, to another IRA. You do not include in your
gross income the amount that you withdraw from one IRA and roll over to
another. You may roll over part or all of the amount you receive to your new
IRA. Such transfer must be made however, by the sixtieth day after the day you
receive the property from your first IRA. You may make a rollover from one IRA
to another IRA only once each year. If you make a rollover within one year of
a previous rollover, the amount rolled over is an excess contribution (see Part
E(3) above).

If you transfer funds in your IRA from one trustee or custodian directly to
another without distribution to you, either at your request or at the trustee's
or custodian's request, this is not a rollover. It is a transfer that is not
affected by the one-year waiting period. Do not include this amount in your
gross income if you do not receive any of it.

If your employer terminates your qualified employer plan and you receive a
complete distribution, you may be able to roll over your share, tax free, to an
IRA. To qualify, you must receive your complete share within one tax year. You
may also roll over tax free a "lump sum distribution" of your entire share in
your employer's plan. A lump sum distribution is a distribution that is made:
(1) at your death, (2) after you are age 59 1/2, (3) because you left your job
(not applicable if you are self-employed) or (4) after you become permanently
disabled (applicable only if you are self-employed). The most you can roll over
is the fair market value of the assets that you receive as your share from your
employer's plan, minus any contributions you made to your employer's plan (other
than accumulated deductible employee deductible contributions). Also, you must
finish the rollover within sixty days after the day you receive the lump sum
distribution. If you receive your entire share in your employer's plan either as
a lump sum distribution or because your plan was terminated, you may roll over
part of the distribution tax free and keep the rest of it.

If you receive your entire share in your employer's plan either as a lump sum
distribution or because your plan was terminated, and roll over those assets to
an IRA,you may later roll over that IRA to a new employer's plan. Your IRA
would then serve as a conduit for those assets. However, you may later roll
those IRA funds into a new employer's plan only if you make no further
contributions to that IRA.

A partial distribution of your share in your employer's plan may also be rolled
over into an IRA if the partial distribution represents at least 50% of the
balance to your credit in the plan, and is distributed on account of: (a) your
separation from service with the employer, (b) your becoming disabled while
working for the employer or (c) your death. The rollover must be made within
sixty days of the distribution. This rollover of a partial distribution of your
employer's plan into an IRA, however, may not later be rolled over to a new
employer's plan. Also, if you elect to roll over a partial distribution from
your employer's plan, any subsequent distribution of the balance to your credit
under your employer's plan, or any other plan which would be aggregated with
such plan under section 402(e)(4)(C) of the Code, will not be eligible for
special forward averaging tax treatment. If a partial distribution from your
employer's plan includes employer securities which are not rolled over to an
IRA, you will be taxed on the full fair market value of such securities,
including any unrealized appreciation.

If you roll over either a total or a partial distribution from your employer's
plan, you may not later revoke such rollover election, even if you have not yet
filed your federal income tax return for the taxable year in which you received
the distribution., Under applicable federal regulations, your decision to roll
over a distribution from your employer's plan to an IRA is considered
irrevocable.

Notwithstanding any of the foregoing rollover provisions, you may not roll over
any amounts which were distributed to you from either an IRA or your employer's
plan if such distribution was made pursuant to either the required
distribution rules applicable to IRAs as discussed in Part B(6) above or the
required distribution rules applicable to qualified plans under section
401(a)(9) of the Code.

Under certain circumstances, you may roll over part or all of a distribution
received under a qualified domestic relations order. You should consult your
tax advisor to determine your eligibility for this type of rollover.

G. AMENDMENTS.
- ---------------

The Custodian of your IRA may amend the agreements establishing your IRA at any
time. The Custodian will comply with the amendment procedures set forth in
your Custodial Agreement.

H. FINANCIAL DISCLOSURE.
- -------------------------

Because the value of assets held in your IRA is subject to market fluctuation,
the value of your IRA can neither be guaranteed nor projected. There is no
assurance of growth in the value of your IRA or guarantee of investment
results. You will, however, be provided with periodic statements of your IRA,
including current market values of investments.

Certain fees will be charged by the Custodian in connection with your IRA. Such
fees are disclosed on the Custodian's fee schedule, a copy of which has been
provided to you. Upon thirty days' prior written notice, the Custodian may
substitute a new fee schedule. Any fees or other expenses incurred in
connection with your IRA will be deducted from your IRA (with liquidation of
Fund Shares, if necessary), or at the Custodian's option, such fees or expense
may be billed to you directly.

A I M Distributors, Inc., as the sponsor of Summit Investors Plans, receives a
fee to compensate it for its services and costs in creating and administering
Summit Investors Plans. This charge is deducted from each payment and is larger
with respect to the first twelve payments than with respect to subsequent
payments. For example, on a $75.00 per month plan, $37.50 is deducted from each
of the first twelve payments. After the first twelve payments, the charge drops
to $4.15 per share.

For its services under Summit Investors Plans, State Street Bank and Trust
Company receives a custodian fee. This fee is in addition to fees it receives
for acting as Custodian under the IRA. State Street Bank and Trust Company and
A I M Distributors, Inc. also will receive additional fees for performing
specific services with respect to Summit Investors Plans. Any such fees will
be fully disclosed to you. Potential investors should obtain a copy of the
current Prospectus relating to A I M Summit fund, Inc. prior to making an
investment. Also, copies of the Statement of Additional Information relating
to A I M Summit Fund, Inc. will be provided upon your request to A I M
Distributors, Inc.

I. MISCELLANEOUS.
- ------------------

Each year you will be provided a statement(s) of account which will give the
amount of contributions to the IRA, the year to which each contribution
relates, and the total value of the IRA as of the end of the year. Information
relating to contributions and distributions must be reported annually to the
Internal Revenue Service and to you. You must also file Form 5329 (Return for
Individual Retirement Savings Arrangement) with the Internal Revenue Service
for each taxable year during which you are assessed any penalty or tax as
discussed in Part E above.

Your IRA has been approved by the Internal Revenue Service. Such approval is a
determination as to the form of the IRA, and does not represent a determination
of the IRA's merits as an investment.

Further information about IRAs can be obtained from any district office of the
Internal Revenue Service or from the Custodian.

All provisions in this Disclosure Statement are subject to the Code and to the
regulations promulgated thereunder. This Disclosure Statement constitutes a
nontechnical restatement and summary of certain provisions of the Code which
may affect your IRA. This is not a legal document. Your legal rights and
obligations are governed by the federal tax laws and regulations and your
Custodial Agreement and Adoption Agreement with the Custodian.

Summit Fund 4/93

<PAGE> 1
A(9)(b)(ii)

[AIM LOGO]

AIM FAMILY OF FUNDS

PROTOTYPE MONEY PURCHASE PENSION AND PROFIT SHARING PLANS

MONEY PURCHASE PENSION AND PROFIT SHARING PLAN DOCUMENT, TRUST AGREEMENT,
ADOPTION AGREEMENTS, SUMMARY PLAN DESCRIPTIONS AND APPLICATIONS

AIM DISTRIBUTORS, INC.
<PAGE> 2
PROFIT SHARING ADOPTION AGREEMENT
FOR PROTOTYPE PAIRED DEFINED CONTRIBUTION PLAN
#001 SPONSORED BY
AIM DISTRIBUTORS, INC.

ADOPTION AGREEMENT #001
-----------------------

This is the Adoption Agreement for paired defined contribution plan #001 of
basic plan document #001, which is a combined prototype profit sharing/money
purchase pension plan. This Adoption Agreement may be adopted either singly or
in combination with paired defined contribution plan #002, a prototype money
purchase pension plan.

NOTE: Before executing this Adoption Agreement, the Employer should consult
- ----- with a tax advisor or attorney. Failure to properly complete this
Adoption Agreement may result in Plan disqualification.

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

The Employer hereby establishes a profit sharing plan and a trust upon the
respective terms and conditions contained in the prototype paired defined
contribution plan (the "Plan") and the Trust Agreement annexed hereto and
appoints as Trustee of such trust the person(s) who have executed this Adoption
Agreement evidencing their acceptance of such appointment. The Plan, the Trust
Agreement, and the Custody Agreement, if applicable, shall be supplemented and
modified by the terms and conditions contained in this Adoption Agreement and
shall be effective on the Effective Date.

The Sponsor will inform the Employer of any amendments made to the Plan or the
discontinuance or abandonment of the Plan.

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

I. SPONSOR DATA
------------

A. AIM DISTRIBUTORS, INC.
----------------------------------------------
Name of Sponsor (or authorized representative)

B. 11 GREENWAY PLAZA, SUITE 1919
----------------------------------------------
Address

HOUSTON, TX 77046
----------------------------------------------

C. (713) 347-1919
----------------------------------------------
Telephone Number

* * * * * * * * * * * * * * * * * * * * * * * * * *
II. EMPLOYER DATA
-------------

A.
----------------------------------------------
Name of Employer and Employer Identification Number

B.
----------------------------------------------
Address

C. ( )
----------------------------------------------
Telephone Number
D.
----------------------------------------------
Employer's Taxable Year End

E.
----------------------------------------------
Plan Year End

F. The Employer is: [ ] A corporate entity
[ ] A non corporate entity
[ ] A corporation electing to be
taxed under Subchapter S

7
<PAGE> 3
G.
----------------------------------------------
Effective Date (should be first day of a Plan Year)

H. If this is an amendment of an existing plan, complete the
following:

----------------------------------------------
Effective Date of Amendment (should be first day of a Plan
Year)

----------------------------------------------
Name of Prior Plan

----------------------------------------------
Effective Date of Prior Plan

I.
----------------------------------------------
Limitation Year, if different from E., above

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

III. ELIGIBILITY
-----------

A. Employees shall be eligible to participate in the Plan upon
completion of the eligibility requirements (complete 1 and 2)
(Plan section 3.1):

1. Years of Service. The Employee must complete (check
one box):

[X] One Year of Service.

[ ] _____ Years of Service. (You can require
less than or more than one Year of Service,
but not more than two (2). If you select
more than one Year of Service, the Employee
must be 100% vested once he becomes eligible,
and you must select vesting schedule B in
section X of this Adoption Agreement. If the
Year of Service is or includes a fractional
year, an Employee will not be required to
complete any specified number of Hours of
Service (section IV, A of this Adoption
Agreement) to receive credit for such
fractional year.

2. Age. The Employee must attain age 21 (not greater
than age 21).

B. The following Employees will not be eligible to participate in
the Plan (Plan section 3.1):

[X] Union Employees. Employees included in a unit of
employees covered by a collective bargaining
agreement between the Employer and Employee
representatives (as defined in section 3.1(b)(i) of
the Plan), if retirement benefits were the subject of
good faith bargaining.

[X] Nonresident Aliens. Employees who are nonresident
aliens and who receive no earned income from the
Employer which constitutes income from sources within
the United States. For purposes of this section III,
the term "Employee" includes all employees of this
Employer or any employer aggregated with this
Employer under sections 414(b), (c) or (m) or (o) of
the Code and individuals who are Leased Employees
required to be considered Employees of any such
employer under section 414(n) or (o) of the Code.

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

IV. CREDITED SERVICE
----------------

8
<PAGE> 4
A. The Plan provides that a Year of Service requires at least
1,000 hours during any Plan Year. If a lower number of hours
is desired, state the number here: 1,000 (Plan section 2.42).

B. The Plan permits Hours of Service to be determined by the use
of service equivalencies under one of the methods selected
below (choose one method) (Plan section 2.19):

1. [X] On the basis of actual hours for which an
Employee is paid or entitled to payment.

2. [ ] On the basis of days worked. An Employee
will be credited with ten (10) Hours of
Service if under section 2.19 of the Plan
such Employee would be credited with at least
one (1) Hour of Service during the day.

3. [ ] On the basis of weeks worked. An Employee
will be credited with forty- five (45) Hours
of Service if under section 2.19 of the Plan
such Employee would be credited with at least
one (1) Hour of Service during the week.

4. [ ] On the basis of semimonthly payroll periods.
An Employee will be credited with ninety-five
(95) Hours of Service if under section 2.19
of the Plan such Employee would be credited
with at least one (1) Hour of Service during
the semimonthly payroll period.

- or -

5. [ ] On the basis of months worked. An Employee
will be credited with one hundred ninety
(190) Hours of Service if under section 2.19
of the Plan such Employee would be credited
with at least one (1) Hour of Service during
the month.
C. Service with a predecessor employer (choose 1 or 2) (Plan
sections 3.3 and 8.5):

1. [X] No credit will be given for service with a
predecessor employer.

- or -

2. [ ] Credit will be given for service with the
following predecessor employer(s):

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

NOTE: The Plan provides that if this is a continuation of a
predecessor plan, service under the predecessor plan must be
counted.

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

V. COMPENSATION
------------

A. Compensation (choose 1 or 2) (Plan section 2.7):

1. [ ] shall include

- or -

2. [X] shall not include

Employer Contributions made pursuant to a salary reduction
agreement which are not includable in the gross income of the
Employee under sections 125, 402(a)(8), 402(h) or 403(b) of
the Code.

B. The effective date of the election in A. above shall be
_______________________ (but not earlier than the first day of
the first Plan Year beginning after 1986).

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

VI. CONTRIBUTIONS
-------------

9
<PAGE> 5
A. Profit sharing plan formulas (choose 1 or 2) (Plan section
4.1(b)):

1. [X] Discretionary pursuant to Employer
resolution. If no resolution is adopted,
then 0 % of Participants' compensation.

- or -

2. [ ] _____% of Participants' Compensation, plus
discretionary amount, if any, by Employer
resolution.

NOTE: Each of these formulas is subject to maximum
limitations on contributions as provided in the Plan and the
Internal Revenue Code. In no event may the Employer
Contribution exceed 15% of the aggregate compensation of all
Participants for the year, plus up to 10% credit carryover in
certain circumstances. Additional limitations are included in
the Plan where the Employer also has another qualified
retirement plan. An individual Participant's limit on
contributions and forfeitures, per year is generally the
lesser of 25% of compensation or $30,000.

* * * * * * * * * * * * * * * * * * * * * * * * * *
VII. ALLOCATION OF EMPLOYER CONTRIBUTIONS
------------------------------------

A. Formula -- Choose 1 or 2 (Plan section 5.3(b)). NOTE: If you
provide for hardship withdrawals you must use Formula 1.

1. [X] Nonintegrated Plan -- Employer contributions
shall be allocated to the accounts of all
eligible Participants prorated upon
compensation.

- or -

2. [ ] Integrated Plan -- Employer contributions and
forfeitures shall be integrated with Social
Security and allocated in accordance with the
provisions of Plan section 5.3(b). The
Plan's Integration Level shall be (choose
(a), (b) or (c)):

(a) [ ] Taxable Wage Base. (The maximum
amount considered as wages for such
year under section 3121(a)(1) of the
Internal Revenue Code (the Social
Security taxable wage base) as of
the beginning of the Plan Year).

- or -

(b) [ ] $ _______________ (a dollar amount
not to exceed the Taxable Wage Base).

- or -

NOTE: If you maintain any other plan in addition to
this Plan, only one plan may be integrated with
Social Security.

B. Contribution Eligibility (Plan section 4.1(c)):

The Plan provides that all Participants will share in Employer
Contributions for the Plan Year, except the following (if
elected):

[X] Participants who terminate employment during the Plan
Year with not more than 500 Hours of Service and who
are not Employees as of the last day of the Plan Year
(other than Participants who die, retire or become
Totally and Permanently Disabled).

If a fewer number of hours than 500 is desired, state the
number here: ____.

10
<PAGE> 6

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

VIII. DISTRIBUTIONS
-------------

A. Normal Retirement Age is (choose 1 or 2) (Plan section 2.26):

1. [X] The date a Participant reaches age 65
(not more than 65 or less than 55). If no
age is indicated, normal retirement age shall
be 65.

- or -

2. [] The later of age ____ (not more than 65) or
the ____ (not more than 5th) anniversary of
the day the Participant commenced
participation in the Plan. The participation
commencement date is the first day of the
first Plan Year in which the Participant
commenced participation in the Plan.

B. Early Retirement (choose 1 or 2) (Plan section 2.10):

1. [] Early Retirement Date is the first day of the
month coincident with or next following the
date upon which a Participant reaches age 55
(not less than 55) and completes 5 years of
service (not more than 15).

- or -

2. [X] Early Retirement will not be permitted under
the Plan.

* * * * * * * * * * * * * * * * * * * * * * * * * *
IX. OPTIONAL FEATURES
-----------------

A. Hardship withdrawals (choose 1 or 2) (Plan section 12.2):

1. [ ] The Plan permits hardship withdrawals.

- or -

2. [X] The Plan does not permit hardship
withdrawals.

NOTE: The Plan may not provide hardship withdrawals if
integration with Social Security is elected in
section VII.A.2.

B. Loans (choose 1 or 2) (Plan ARTICLE 13):

1. [ ] The Plan permits loans to Participants.

- or -

2. [X] The Plan does not permit loans to
Participants.

NOTE: The Plan may not permit loans to Owner-Employees of
noncorporate entities or to Shareholder-Employees of
subchapter S corporations. If Plan loans are
permitted, the Trustee designated in section XVI of
this Adoption Agreement may not be the Sponsor's
designated Trustee.]

C. Insurance (choose 1 or 2) (Plan ARTICLE 14):

1. [ ] The Plan permits Participants to designate a
portion of their Account to purchase life
insurance contracts. (MUST NOT be selected
if Sponsor's designated trustee is appointed
as Trustee).

11
<PAGE> 7
The percentage of the Employer Contributions
which may be applied to purchase life
insurance contracts shall be equal to ____%.

- or -

2. [X] The Plan does not permit Participants to
designate a portion of their Account to
purchase life insurance contracts.

NOTE: Section 14.5 of the Plan provides certain limits on the
amount of Employer Contributions that can be applied to
purchase life insurance contracts.]

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

X. VESTING
-------

Employer Contributions will become vested if the Participant
terminates employment for any reasons other than retirement, death, or
disability pursuant to the following schedule (choose A, B, C or D)
(Plan section 8.3):

<TABLE>
<CAPTION>
A. [ ] Years of
Service Vested Percentage
-------- -----------------

<S> <C>
1 year 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
</TABLE>

B. [ ] 100% vesting immediately after satisfaction of the
eligibility requirements.

NOTE: If a service requirement greater than one year is chosen for
eligibility in section III.A.1. of this Adoption Agreement, vesting
schedule B must be chosen.

C. [ ] 100% vesting after ____ years of service (not to
exceed three).

- or -

<TABLE>
<CAPTION>
D. [ ] Years of
Service Vested Percentage
-------- -----------------

<S> <C>
1 year ___ %
2 years ___ % (not less than 20)
3 years ___ % (not less than 40)
4 years ___ % (not less than 60)
5 years ___ % (not less than 80)
6 years ___ % (not less than 100)
</TABLE>

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

XI. INVESTMENT CHOICES
------------------

A. [X] Investment of Trust assets may be selected only from
Shares or other investments offered by the Sponsor.]

B. [ ] ___ % of the Trust assets must be invested in Shares
or other investments offered by the Sponsor with the
remainder in such other investments as may be
acceptable within the discretion of the Trustee.

12
<PAGE> 8
C. [ ] 50% of the Trust assets must be invested in Shares or
other investments offered by the Sponsor with the
remainder in such other investments as may be
acceptable within the discretion of the Trustee.]

D. [ ] 25% of the Trust assets must be invested in Shares or
other investments offered by the Sponsor with the
remainder in such other investments as may be
acceptable within the discretion of the Trustee.]

The Sponsor may impose additional limitations
relating to the type of permissible investments in
the Trust (Plan section 7.3).

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

XII. INVESTMENT AUTHORITY
--------------------

Contributions to the Plan shall be invested by the Trustee in
accordance with instructions of the Employer or Plan Administrator
except that (choose [A], [B] or [C]) (Plan section 7.2):

A. [ ] No exceptions; the Employer or Plan Administrator
shall make all investment selections.

B. [ ] The Employer delegates all investment responsibility
to the Trustee. (MUST NOT be selected if Sponsor's
designated trustee is appointed as Trustee).]

- or -

C. [X] Each Participant [ ] may, [X] shall direct that:

1. [X] Amounts voluntarily contributed by such
Participant pursuant to section 4.3 of the
Plan, rollover contributions pursuant to
section 4.4 of the Plan and direct transfers
pursuant to section 4.5 of the Plan, if any,

- and/or -

2. [X] Employer Contributions on the Participant's
behalf shall be invested in specified
investments offered by the Sponsor.
Participants may make or change such
directions by giving written notice to the
Plan Administrator. Reasonable restrictions
may be imposed on this privilege by the Plan
Administrator or the Sponsor for purposes of
administrative convenience.]

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

XIII. TOP-HEAVY PROVISIONS
--------------------

Participants who are eligible to receive the minimum allocation
provided by section 5.2 of the Plan shall receive a minimum allocation
of contributions and forfeitures under this Plan equal to 3% of
Compensation, or if lesser, the largest percentage of Compensation
allocated on behalf of any Key Employee for the Plan Year.

NOTE: If the Participant also participates in paired defined
----- contribution plan #002 (the money purchase pension plan), the
required minimum allocation must be made under paired defined
contribution plan #002 (the money purchase pension plan).

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

XIV. ALLOCATION LIMITATIONS
----------------------

13
<PAGE> 9
COMPLETE THIS SECTION ONLY IF YOU MAINTAIN OR EVER MAINTAINED ANOTHER
QUALIFIED PLAN (OTHER THAN PAIRED PLAN #002) IN WHICH ANY PARTICIPANT
IN THIS PLAN IS (OR WAS) A PARTICIPANT OR COULD BECOME A PARTICIPANT.
THIS SECTION MUST ALSO BE COMPLETED IF THE EMPLOYER MAINTAINS A
WELFARE BENEFIT FUND, AS DEFINED IN SECTION 419(e) OF THE CODE, OR AN
INDIVIDUAL MEDICAL ACCOUNT, AS DEFINED IN SECTION 415(l)(2) OF THE
CODE, UNDER WHICH AMOUNTS ARE TREATED AS ANNUAL ADDITIONS WITH RESPECT
TO ANY PARTICIPANT IN THIS PLAN.

A. If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
master or prototype plan (choose either 1 or 2) (Plan section
6.3):

1. [ ] The provisions of section 6.2 will apply as
if the other plan were a master or prototype
plan.

- or -

2. [ ] (On an attachment, provide the method under
which the plans will limit total annual
additions to the maximum permissible amount,
and will properly reduce any excess amounts,
in a manner that precludes Employer
discretion).

B. If the Participant is or has ever been a participant in a
defined benefit plan maintained by the Employer attach an
explanation of the method under which the plan involved will
satisfy the 1.0 limitation in a manner that precludes Employer
discretion.

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

XV. ADMINISTRATION
--------------

A. The Plan Administrator of the Plan will be (choose
[1], [2], [3] or [4]) (Plan sections 2.30 and 15.4):

1. [ ] The Trustee

NOTE: If the Trustee designated in section XVI of this Adoption
----- Agreement is the Sponsor's designated Trustee, it may not be
appointed as Plan Administrator.

- or -

2. [X] The Employer

- or -

3. [ ] An individual Plan Administrator designated
by the Employer

----------------------------------------
Name

----------------------------------------
Address

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

- or -

4. [ ] A committee of two or more Employees
designated by the Employer:

----------------------------------------
Name & Title

14
<PAGE> 10
----------------------------------------
Signature

----------------------------------------
Name & Title

----------------------------------------
Signature

----------------------------------------
Name & Title

----------------------------------------
Signature]

NOTE: If no Plan Administrator has been designated or serving at any
----- time, the Employer will be deemed the Plan Administrator (Plan
section 15.4).

B. The Plan Administrator (including all members of a committee,
if a committee is named) is a Named Fiduciary for the Plan.
If other persons are also to be Named Fiduciaries, their names
and addresses are:

Name:
-------------------------------------

Address:
----------------------------------

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

Name:
-------------------------------------

Address:
----------------------------------

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

Name:
-------------------------------------

Address:
----------------------------------

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

C. The Named Fiduciaries have all of the powers set forth in the
Plan. If any powers or duties are to be allocated among them,
or delegated to third parties, indicate below what the powers
or duties are and to whom they are to be delegated (Plan
section 15.3):

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

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

XVI. THE TRUSTEE
-----------

A. The Employer hereby appoints the following to serve as Trustee
(Plan section 2.39):

15
<PAGE> 11
Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
------------ ----------------------
(Signature of) Trustee

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
------------ ----------------------
(Signature of) Trustee

B. The Employer hereby appoints the Sponsor's designated
trustee(s) to serve as Trustee(s):

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
------------ ----------------------
(Signature of) Trustee

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
------------ ----------------------
(Signature of) Trustee

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
------------ ----------------------
(Signature of) Trustee

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

VII. EMPLOYER SIGNATURE
------------------

16
<PAGE> 12
The Employer acknowledges receipt of the current prospectus of the
investment companies designated by the Employer for its initial
investments under the Plan and represents that it has delivered a copy
thereof to each Participant in the Plan, and that it will deliver to
each Participant making contributions and each new Participant, a copy
of the then current prospectus of such investment companies. The
Employer further represents that the information in this Adoption
Agreement shall become effective only when approved and countersigned
by the Trustee. The right to reject this Adoption Agreement for any
reason is reserved.

This Adoption Agreement must be used only in conjunction with basic
plan document #01.

NOTE: An Employer who has ever maintained or who later adopts any
----- plan (including, after December 31, 1985, a welfare benefit
fund, as defined in section 419(e) of the Code, which provides
post-retirement medical benefits allocated to separate
accounts for Key Employees, as defined in section 419A(d)(3)
of the Code, or an individual medical account, as defined in
section 415(l)(2) of the Code), in addition to this Plan
(other than paired defined contribution plan #002), may not
rely on the opinion letter issued by the National Office of
the Internal Revenue Service as evidence that this Plan is
qualified under section 401 of the Internal Revenue Code. If
the Employer who adopts or maintains multiple plans wishes to
obtain reliance that the plans are qualified, application for
a determination letter should be made to the appropriate Key
District Director of Internal Revenue.

This Adoption Agreement consists of 18 pages.

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to
be executed by its duly authorized officers this ____ day of _________.

----------------------------------------
(Name of Employer)

By:
----------------------------------------
(Name & Title)

Date:
--------------------------------------

17
<PAGE> 13

MONEY PURCHASE PENSION ADOPTION AGREEMENT
FOR PROTOTYPE PAIRED DEFINED CONTRIBUTION PLAN
#002 SPONSORED BY
AIM DISTRIBUTORS, INC.

ADOPTION AGREEMENT #002
-----------------------

This is the Adoption Agreement for paired defined contribution plan #002 of
basic plan document #01, which is a combined prototype profit sharing/money
purchase pension defined contribution plan. This adoption agreement may be
adopted either singly or in combination with paired defined contribution plan
#001, a prototype profit sharing plan.

NOTE: Before executing this Adoption Agreement, the Employer should consult
with a tax advisor or attorney. Failure to properly complete this Adoption
Agreement may result in Plan disqualification.

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

The Employer hereby establishes a money purchase pension plan and a trust upon
the respective terms and conditions contained in the prototype paired defined
contribution plan (the "Plan") and the Trust Agreement annexed hereto and
appoints as Trustee of such trust the person(s) who have executed this Adoption
Agreement evidencing their acceptance of such appointment. The Plan, the Trust
Agreement, and the Custody Agreement, if applicable, shall be supplemented and
modified by the terms and conditions contained in this Adoption Agreement and
shall be effective on the Effective Date.

The Sponsor will inform the Employer of any amendments made to the Plan or the
discontinuance or abandonment of the Plan.

* * * * * * * * * * * * * * * * * * * * * * * * * *
I. SPONSOR DATA

A. AIM DISTRIBUTORS, INC.
----------------------------------------------
Name of Sponsor (or authorized representative)

B. 11 GREENWAY PLAZA, SUITE 1919
----------------------------------------------
Address

HOUSTON, TX 77046
----------------------------------------------
City State

C. (713) 347-1919
----------------------------------------------
Telephone Number

* * * * * * * * * * * * * * * * * * * * * * * * * *
II. EMPLOYER DATA

A.
----------------------------------------------
Name of Employer and Employer Identification Number

B.
----------------------------------------------
Address

2. C. ( )
----------------------------------------------
Telephone Number

D.
----------------------------------------------
Employer's Taxable Year End

21
<PAGE> 14
E.
----------------------------------------------
Plan Year End

F. The Employer is: [ ] A corporate entity
[ ] A noncorporate entity
[ ] A corporation electing to be
taxed under Subchapter S

G.
----------------------------------------------
Effective Date (should be first day of a Plan Year)

H. If this is an amendment of an existing plan, complete the
following:

----------------------------------------------
Effective Date of Amendment (should be first day of a Plan
Year)

----------------------------------------------
Name of Prior Plan

----------------------------------------------
Effective Date of Prior Plan

I.
----------------------------------------------
Limitation Year, if different from E., above

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

III. ELIGIBILITY
-----------

A. Employees shall be eligible to participate in the Plan upon
completion of the eligibility requirements (complete 1 and 2)
(Plan section 3.1):

1. Years of Service. The Employee must complete (check
one box):

[X] One Year of Service.

[ ] ____ Years of Service. (You can require
less than or more than one Year of Service,
but not more than two (2). If you select
more than one Year of Service, the Employee
must be 100% vested once he becomes eligible,
and you must select vesting schedule B in
section IX of this Adoption Agreement. If
the Year of Service is or includes a
fractional year, an Employee will not be
required to complete any specified number of
Hours of Service (section IV, A of this
Adoption Agreement) to receive credit for
such fractional year.

2. Age. The Employee must attain age 21 (not greater
than age 21).

B. The following Employees will not be eligible to participate in
the Plan (Plan section 3.1):

[X] Nonresident Aliens. Employees who are nonresident
aliens and who receive no earned income from the
Employer which constitutes income from sources within
the United States.

For purposes of this section III, the term "Employee"
includes all employees of this Employer or any
employer aggregated with this Employer under sections
414(b), (c), (m) or (o) of the Code and individuals
who are Leased Employees required to be considered
Employees of any such employer under section 414(n)
or (o) of the Code.

22
<PAGE> 15
* * * * * * * * * * * * * * * * * * * * * * * * * *
IV. CREDITED SERVICE
----------------

A. The Plan provides that a Year of Service requires at least
1,000 hours during any Plan Year. If a lower number of hours
is desired, state the number here: 1,000 (Plan section 2.42).

B. The Plan permits Hours of Service to be determined by the use
of service equivalencies under one of the methods selected
below (choose one method) (Plan section 2.19):

1. [X] On the basis of actual hours for which an
Employee is paid or entitled to payment.

- or -

C. Service with a predecessor employer (choose 1 or 2) (Plan
sections 3.3 and 8.5):

1. [X] No credit will be given for service with a
predecessor employer.

- or -

2. [ ] Credit will be given for service with the
following predecessor employer(s):

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

NOTE: The Plan provides that if this is a continuation of a
predecessor plan, service under the predecessor plan
must be counted.

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

V. COMPENSATION
------------

A. Compensation (choose 1 or 2) (Plan section 2.7):

1. [ ] shall include

- or -

2. [X] shall not include

Employer Contributions made pursuant to a salary reduction
agreement which are not includable in the gross income of the
Employee under sections 125, 402(a)(8), 402(h) or 403(b) of
the Code.

23
<PAGE> 16
B. The effective date of the election in A. above shall be ______
(but not earlier than the first day of the first Plan Year
beginning after 1986).

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

VI. CONTRIBUTIONS
-------------

A. Formulas (choose 1 or 2) (Plan section 4.1(a)):

1. [X] Plan not integrated with Social Security

The Employer will contribute ___% of compensation
for each Participant (not less than 3% if the profit
sharing Adoption Agreement is also adopted and, in
any event, not more than 25%).

2. [ ] Integrated Plan -- The Employer will
contribute an amount equal to ___% (base
contribution percentage, not less than 3) of
each Participant's Compensation (as defined
in section 2.7 of the Plan) for the Plan
Year, up to the Integration Level plus ___%
(not less than 3% and not to exceed the base
contribution percentage by more than the
lesser of: (1) the base contribution
percentage, or (2) the Maximum Disparity Rate
of such Participant's Compensation in excess
of the Integration Level.

a. [ ] Taxable Wage Base. (The maximum
amount considered as wages for such
year under section 3121(a)(1) of the
Internal Revenue Code (the Social
Security taxable wage base) as of
the beginning of the Plan Year).

- or -

b. [ ] $ ___________ (a dollar amount not to
exceed the Taxable Wage Base).

- or -

c. [ ] ____ % of the Taxable Wage Base
(not to exceed 100%).

NOTE: If you maintain any other plan in addition to
this Plan, only one plan may be integrated
with Social Security.

B. Forfeitures for a given Plan Year (choose 1 or 2) (Plan
section 5.3(a)):

1. [ ] Shall be applied to reduce the Employer
Contribution in that year, or if in excess of
the Employer Contribution for such Plan Year,
the excess amounts shall be used to reduce
the Employer Contribution in the next
succeeding Plan Year or Years.

- or -

2. [ ] Shall be added to the Employer Contribution
and allocated accordingly.

C. Contribution Eligibility (Plan section 4.1(c)):

The Plan provides that all Participants will share in Employer
Contributions for the Plan Year, except the following (if
elected):

24
<PAGE> 17
If a fewer number of hours than 500 is desired, state the
number here: _____.

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

VII. DISTRIBUTIONS
-------------

A. Normal Retirement Age is (choose 1 or 2) (Plan section 2.26):

1. [X] The date a Participant reaches age 65 (not
more than 65 or less than 55). If no age is
indicated, normal retirement age shall be 65.

- or -

2. [ ] The later of age ______ (not more than 65) or
the _____ (not more than 5th) anniversary of
the day the Participant commenced
participation in the Plan. The participation
commencement date is the first day of the
first Plan Year in which the Participant
commenced participation in the Plan.

B. Early Retirement (choose 1 or 2) (Plan section 2.10):

- or -

2. [X] Early Retirement will not be permitted under
the Plan.

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

VIII. OPTIONAL FEATURES
-----------------

A. Loans (choose 1 or 2) (Plan ARTICLE 13):

1. [ ] The Plan permits loans to Participants.

- or -

2. [X] The Plan does not permit loans to
Participants.

NOTE: The Plan may not permit loans to Owner-Employees of
----- noncorporate entities or to Shareholder-Employees of
subchapter S corporations. If Plan loans are
permitted, the Trustee designated in section XV of
this Adoption Agreement may not be the Sponsor's
designated Trustee.]

B. Insurance (choose 1 or 2) (Plan ARTICLE 14):

1. [ ] The Plan permits Participants to designate a
portion of their Account to purchase life
insurance contracts. (MUST NOT be selected
if Sponsor's designated trustee is appointed
as Trustee).

The percentage of the Employer Contributions
which may be applied to purchase life
insurance contracts shall be equal to ___%.

- or -

25
<PAGE> 18
2. [X] The Plan does not permit Participants to
designate a portion of their Account to
purchase life insurance contracts.

NOTE: Section 14.5 of the Plan provides certain limits on
the amount of Employer Contributions that can be
applied to purchase life insurance contracts.

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

IX. VESTING
-------

<TABLE>
<CAPTION>
A. [ ] Years of
Service Vested Percentage
-------- -----------------

<S> <C>
1 year 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
</TABLE>

B. [ ] 100% vesting immediately after satisfaction of the
eligibility requirements.

NOTE: If a service requirement greater than one year is chosen for
----- eligibility in section III.A.1. of this Adoption Agreement,
vesting schedule B must be chosen).

C. [ ] 100% vesting after ____ years of service (not to
exceed three).

- or -

<TABLE>
<CAPTION>
D. [ ] Years of
Service Vested Percentage
-------- -----------------

<S> <C>
1 year ___ %
2 years ___ % (not less than 20)
3 years ___ % (not less than 40)
4 years ___ % (not less than 60)
5 years ___ % (not less than 80)
6 years ___ % (not less than 100)
</TABLE>

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

X. INVESTMENT CHOICES

A. [X] Investment of Trust assets may be selected only from
Shares or other investments offered by the Sponsor.

B. [ ] ____% of the Trust assets must be invested in Shares
or other investments offered by the Sponsor with the
remainder in such other investments as may be
acceptable within the discretion of the Trustee.]

C. [ ] 50% of the Trust assets must be invested in Shares or
other investments offered by the Sponsor with the
remainder in such other investments as may be
acceptable within the discretion of the Trustee.]

<PAGE> 19
D. [ ] 25% of the Trust assets must be invested in Shares or
other investments offered by the Sponsor with the
remainder in such other investments as may be
acceptable within the discretion of the Trustee.]

The Sponsor may impose additional limitations
relating to the type of permissible investments in
the Trust (Plan section 7.3).

* * * * * * * * * * * * * * * * * * * * * * * * * *
XI. INVESTMENT AUTHORITY
--------------------

Contributions to the Plan shall be invested by the Trustee in
accordance with instructions of the Employer or Plan Administrator
except that (choose [A], [B] or [C])] (Plan section 7.2):

A. [ ] No exceptions; the Employer or Plan Administrator
shall make all investment selections.

B. [ ] The Employer delegates all investment responsibility
to the Trustee. (MUST NOT be selected if Sponsor's
designated trustee is appointed as Trustee).]

- or -

C. [X] Each Participant [ ] may, [X] shall direct that:

1. [ ] Amounts voluntarily contributed by such
Participant pursuant to section 4.3 of the
Plan, rollover contributions pursuant to
section 4.4 of the Plan, and direct transfers
pursuant to section 4.5 of the Plan, if any,

- and/or -

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

XII. TOP-HEAVY PROVISIONS
--------------------

Participants who are eligible to receive the minimum allocation
provided by section 5.2 of the Plan shall receive a minimum
contribution under this Plan equal to 3% of Compensation, or if
lesser, the largest percentage of Compensation allocated on behalf of
any Key Employee for the Plan Year under this Plan and paired defined
contribution plan #001.

NOTE: If the Participant also participates in paired defined
----- contribution plan #001 (the profit sharing plan), the required
minimum contribution must be made under this Plan, even if the
integrated plan combination formula is selected.

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

XIII. ALLOCATION LIMITATIONS
----------------------

COMPLETE THIS SECTION ONLY IF YOU MAINTAIN OR EVER MAINTAINED ANOTHER
QUALIFIED PLAN (OTHER THAN PAIRED PLAN #001) IN WHICH ANY PARTICIPANT
IN THIS PLAN IS (OR WAS) A PARTICIPANT OR COULD BECOME A PARTICIPANT.
THIS SECTION MUST ALSO BE COMPLETED IF THE EMPLOYER MAINTAINS A
WELFARE BENEFIT FUND, AS DEFINED IN SECTION 419(e) OF THE CODE, OR AN
INDIVIDUAL MEDICAL ACCOUNT, AS DEFINED IN SECTION 415(l)(2) OF THE
CODE, UNDER WHICH AMOUNTS ARE TREATED AS ANNUAL ADDITIONS WITH RESPECT
TO ANY PARTICIPANT IN THIS PLAN.

27
<PAGE> 20
A. If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
master or prototype plan (choose either 1 or 2) (Plan section
6.3):

1. [ ] The provisions of section 6.2 will apply as
if the other plan were a master or prototype
plan.

- or -

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

XIV. ADMINISTRATION
--------------

A. The Plan Administrator of the Plan will be (choose [1], [2],
[3] or [4]) (Plan sections 2.30 and 15.4):

1. [ ] The Trustee

NOTE: If the Trustee designated in section XV of this Adoption
Agreement is the Sponsor's designated Trustee, it may not be
appointed as Plan Administrator.
- or -

2. [X] The Employer

- or -

3. [ ] An individual Plan Administrator designated
by the Employer

-------------------------------------------
Name

-------------------------------------------
Address

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

- or -

4. [ ] A committee of two or more Employees
designated by the Employer:

-------------------------------------------
Name & Title

-------------------------------------------
Signature

-------------------------------------------
Name & Title

-------------------------------------------
Signature

28
<PAGE> 21

-------------------------------------------
Name & Title

-------------------------------------------
Signature]

NOTE: If no Plan Administrator has been designated or serving
at any time, the Employer will be deemed the Plan
Administrator (Plan section 15.4).

Name:
-------------------------------------

Address:
----------------------------------

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

Name:
-------------------------------------

Address:
----------------------------------

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

Name:
-------------------------------------

Address:
----------------------------------

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

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

XV. THE TRUSTEE
-----------

A. The Employer hereby appoints the following to serve as Trustee
(Plan section 2.39):

Name:
-------------------------------------

Address:
----------------------------------

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

29
<PAGE> 22

Dated:
---------- ----------------------
(Signature of) Trustee

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
---------- ----------------------
(Signature of) Trustee

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
---------- ----------------------
(Signature of) Trustee

B. The Employer hereby appoints the Sponsor's designated
trustee(s) to serve as Trustee(s):

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
---------- ----------------------
(Signature of) Trustee

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
---------- ----------------------
(Signature of) Trustee

Name:
-------------------------------------

Address:
----------------------------------

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

Dated:
---------- ----------------------
(Signature of) Trustee

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

30
<PAGE> 23
XVI. EMPLOYER SIGNATURE
------------------

The Employer acknowledges receipt of the current prospectus of the
investment companies designated by the Employer for its initial
investments under the Plan and represents that it has delivered a copy
thereof to each Participant in the Plan, and that it will deliver to
each Participant making contributions and each new Participant, a copy
of the then current prospectus of such investment companies. The
Employer further represents that the information in this Adoption
Agreement shall become effective only when approved and countersigned
by the Trustee. The right to reject this Adoption Agreement for any
reason is reserved.

This Adoption Agreement must be used only in conjunction with basic
plan document #01.

NOTE: An Employer who has ever maintained or who later adopts any
----- plan (including a welfare benefit fund, as defined in section
419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as
defined in section 419A(d)(3) of the Code, or an individual
medical account as defined in section 415(l)(2) of the Code),
in addition to this Plan (other than paired plan #001), may
not rely on the opinion letter issued by the National Office
of the Internal Revenue Service as evidence that this Plan is
qualified under section 401 of the Internal Revenue Code. If
the Employer who adopts or maintains multiple plans wishes to
obtain reliance that the plans are qualified, application for
a determination letter should be made to the appropriate Key
District Director of Internal Revenue.

This Adoption Agreement consists of 17 pages.

IN WITNESS WHEREOF, the Employer has caused this
Adoption Agreement to be executed by its duly
authorized officers this ____ day of ________________.

----------------------------------------
(Name of Employer)

By:
----------------------------------------
(Name & Title)

Date:
------------------

<PAGE> 24

MONEY PURCHASE PENSION AND PROFIT SHARING
PLAN BASIC DOCUMENT

32
<PAGE> 25
AMENDMENT TO THE
INVESTMENT COMPANY INSTITUTE
PROTOTYPE MONEY PURCHASE PENSION AND PROFIT SHARING PLAN
BASIC DOCUMENT #01

FIRST
-----

The Plan is hereby amended by the word-for-word adoption of the
model language contained in Revenue Procedure 93-12, for distributions made on
or after January 1, 1993, as follows:

Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this provision, 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.

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 (10) years or more;
any distribution to the extent such distribution is required
under section 401(a)(9) of the Code; and the portion of any
distribution that is not includable in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to employer securities).

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

(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 section 414(p) of the
Code, are Distributees with regard to the interest of the spouse
or former spouse.

33
<PAGE> 26
(d) Direct Rollover. A Direct Rollover is a payment by the Plan
to the Eligible Retirement Plan specified by the Distributee.

SECOND

The Plan is hereby amended by the word-for-word adoption of the
model language contained in Revenue Procedure 94-13 as follows:

In addition to other applicable limitations set forth in the
Plan, and not-withstanding 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 determine ("Determination Period") beginning in
such calendar year. If a Determination Period consists of fewer
than 12 months, the OBRA '93 Annual Compensation Limit will be
multiplied by a fraction, the numerator of which is the number of
months in the Determination period, and the denominator of which
is 12.

For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under section 401(a)(17)
of the Code shall mean the OBRA '93 Annual Compensation Limit set
forth in this provision.

If Compensation for any prior Determination Period is taken into
account in determining an Employee's benefits accruing in the
current Plan Year, the Compensation for that prior Determination
Period is subject to the OBRA '93 Annual Compensation Limit in
effect for that prior Determination Period. For this purpose,
for Determination Periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA
'93 Annual Compensation Limit is $150,000.

34
<PAGE> 27
MONEY PURCHASE PENSION AND
PROFIT SHARING PLAN

PLAN DOCUMENT

35
<PAGE> 28
PROTOTYPE MONEY PURCHASE PENSION
AND PROFIT SHARING PLAN
TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
- ------- ----
ARTICLE 1
GENERAL
<S> <C> <C>
1.1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.2 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 2
DEFINITIONS

2.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.2 Adoption Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.3 Affiliated Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.4 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.5 Break in Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.6 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.7 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.8 Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.9 Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.10 Early Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.11 Earned Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.12 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.13 Eligibility Computation Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.14 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.15 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.16 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.17 Entry Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.18 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.19 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.20 Integration Level . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.21 Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.22 Leased Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.23 Maximum Disparity Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.24 Maximum Profit Sharing Disparity Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.25 Non-Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.26 Normal Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.27 Owner-Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.28 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.29 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.30 Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.31 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.32 Self-Employed Individuals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.33 Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.34 Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.35 Taxable Wage Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.36 Total and Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.37 Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.38 Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.39 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.40 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.41 Vesting Computation Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.42 Year of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 3
ELIGIBILITY AND YEARS OF SERVICE

3.1 Eligibility Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.2 Participation and Service Upon Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.3 Predecessor Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 4
CONTRIBUTIONS

4.1 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.3 Nondeductible Voluntary Contributions by Participants . . . . . . . . . . . . . . . . . . . . . 10
4.4 Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

36
<PAGE> 29
<TABLE>
<S> <C> <C>
4.5 Direct Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE 5
ALLOCATIONS

5.1 Individual Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.2 Minimum Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.3 Allocation of Employer Contributions and Forfeitures . . . . . . . . . . . . . . . . . . . . . . 11
5.4 Coordination of Social Security Integration . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.5 Withdrawals and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.6 Determination of Value of Trust Fund and of Net Earnings or Losses . . . . . . . . . . . . . . . 12
5.7 Allocation of Net Earnings or Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.8 Responsibilities of the Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 6
LIMITATIONS ON ALLOCATIONS

6.1 Employers Who Do Not Maintain Other Qualified Plans . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Employers Who Maintain Other Qualified Master or Prototype Defined Contribution Plans . . . . . 13
6.3 Employers Who, In Addition to This Plan, Maintain Other Qualified Plans Which are
Defined Contribution Plans Other Than Master or Prototype Plans . . . . . . . . . . . . . . . . 14
6.4 Employers, Who In Addition To This Plan, Maintain A Qualified Defined Benefit Plan . . . . . . . 14
6.5 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 7
TRUST FUND

7.1 Receipt of Contributions by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.2 Investment Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.3 Investment Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 8
VESTING

8.1 Nondeductible Voluntary Contributions and Earnings . . . . . . . . . . . . . . . . . . . . . . . 16
8.2 Rollovers, Transfers and Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.3 Employer Contributions and Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.4 Amendments to Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.5 Determination of Years of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.6 Forfeiture of Nonvested Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.7 Reinstatement of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 9
JOINT AND SURVIVOR ANNUITY REQUIREMENTS

9.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.2 Qualified Joint and Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.3 Qualified Preretirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.4 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.5 Notice Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.6 Safe Harbor Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9.7 Transitional Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE 10
DISTRIBUTION PROVISIONS

10.1 Vesting on Distribution Before Break in Service . . . . . . . . . . . . . . . . . . . . . . . . 21
10.2 Restrictions on Immediate Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
10.3 Commencement of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
10.4 Early Retirement With Age and Service Requirement . . . . . . . . . . . . . . . . . . . . . . . 22
10.5 Nontransferability of Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
10.6 Conflicts With Annuity Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 11
TIMING AND MODES OF DISTRIBUTION

11.1 General Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
11.2 Required Beginning Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
11.3 Limits on Distribution Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
11.4 Determination of Amount to be Distributed Each Year . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

37
<PAGE> 30

<TABLE>
<S> <C> <C>
11.5 Death Distribution Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
11.6 Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
11.7 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
11.8 Transitional Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
11.9 Optional Forms of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 12
WITHDRAWALS

12.1 Withdrawal of Nondeductible Voluntary Contributions . . . . . . . . . . . . . . . . . . . . . . 25
12.2 Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
12.3 Manner of Making Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
12.4 Limitations on Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE 13
LOANS

13.1 General Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
13.2 Administration of Loan Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
13.3 Amount of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
13.4 Manner of Making Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
13.5 Terms of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
13.6 Security for Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
13.7 Segregated Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
13.8 Repayment of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
13.9 Default on Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
13.10 Unpaid Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE 14
INSURANCE

14.1 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
14.2 Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
14.3 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
14.4 Payment of Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
14.5 Limitation on Insurance Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
14.6 Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
14.7 Distribution of Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
14.8 Policy Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
14.9 Changed Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
14.10 Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 15
ADMINISTRATION

15.1 Duties and Responsibilities of Fiduciaries; Allocation of Fiduciary Responsibility . . . . . . . 29
15.2 Powers and Responsibilities of the Plan Administrator . . . . . . . . . . . . . . . . . . . . . 29
15.3 Allocation of Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
15.4 Appointment of the Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
15.5 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
15.6 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
15.7 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 16
AMENDMENT, TERMINATION AND MERGER

16.1 Sponsor's Power to Amend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
16.2 Amendment by Adopting Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16.3 Vesting Upon Plan Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
16.4 Vesting Upon Complete Discontinuance of Contributions . . . . . . . . . . . . . . . . . . . . . 31
16.5 Maintenance of Benefits Upon Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
16.6 Special Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE 17
MISCELLANEOUS

17.1 Exclusive Benefit of Participants and Beneficiaries . . . . . . . . . . . . . . . . . . . . . . 31
17.2 Nonguarantee of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
17.3 Rights to Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
17.4 Nonalienation of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
17.5 Aggregation Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
17.6 Failure of Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
17.7 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

38
<PAGE> 31
ARTICLE 1
GENERAL

1.1 PURPOSE. The Employer hereby establishes this Plan to provide
retirement, death and disability benefits for eligible employees and their
Beneficiaries. This Plan is a standardized prototype paired defined
contribution plan and is designed to permit adoption of profit sharing
provisions, money purchase pension provisions, or both. The provisions herein
and the selections made by the Employer by execution of the money purchase
pension or profit sharing Adoption Agreement or Agreements, shall constitute
the Plan. It is intended that the Plan and Trust qualify under sections 401
and 501 of the Internal Revenue Code of 1986, as amended and that it comply
with the provisions of the Employee Retirement Income Security Act of 1974, as
amended.

1.2 TRUST. The Employer has simultaneously adopted a Trust to
receive, invest, and distribute funds in accordance with the Plan.

ARTICLE 2
DEFINITIONS

2.1 ACCOUNT. The aggregate of the individual bookkeeping
subaccounts established for each Participant, as provided in section 5.1.

2.2 ADOPTION AGREEMENT. The written agreement or agreements of
the Employer and the Trustee by which the Employer establishes this Plan and
adopts the Trust Agreement forming a part hereof, as the same may be amended
from time to time. The Adoption Agreement contains all the options that may be
selected by the Employer. The information set forth in the Adoption Agreement
executed by the Employer shall be deemed to be a part of this Plan as if set
forth in full herein.

2.3 AFFILIATED EMPLOYERS. The Employer and any corporation which
is a member of a controlled group of corporations (as defined in section 414(b)
of the Code) which includes the Employer, any trade or business (whether or not
incorporated) which is under common control (as defined in section 414(c) of
the Code) with the Employer, or any service organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
sections 414(m) and (o) of the Code) which includes the Employer.

2.4 BENEFICIARY. The person or persons (natural or otherwise)
designated by a Participant in accordance with section 11.6 to receive any
undistributed amounts credited to the Participant's Account under the Plan at
the time of the Participant's death.

2.5 BREAK IN SERVICE. An Eligibility Computation Period or
Vesting Computation Period in which an Employee fails to complete more than
five hundred (500) Hours of Service.

2.6 CODE. The Internal Revenue Code of 1986, as amended from time
to time, or any successor statute.

2.7 COMPENSATION.

(a) Compensation will mean all of each Participant's W-2
earnings.

(b) For any self-employed individual covered under the
Plan, Compensation will mean Earned Income.

(d) Notwithstanding the above, if elected by the Employer
in the Adoption Agreement, Compensation shall include any amount which is
contributed by the Employer pursuant to a salary reduction agreement and which
is not includable in the gross income of the Employee under sections 125,
402(a)(8), 402(h) or 403(b) of the Code. The effective date of this subsection
shall be elected by the Employer in the Adoption Agreement.

(e) The annual Compensation of each Participant taken
into account under the Plan for any year shall not exceed two hundred thousand
dollars ($200,000), as adjusted by the Secretary at the same time and in the
same manner as under section 415(d) of the Code. In determining the
Compensation of a Participant for purposes of this limitation, the rules of
section 414(q)(6) of the Code shall apply, except in applying such rules, the
term "family" shall include only the Spouse of the Participant and any lineal
descendants of the Participant who have not attained age nineteen (19) before
the close of the year. If, as a result of the application of such rules, the
adjusted two hundred thousand dollar ($200,000) limitation is exceeded, then
(except for purposes of determining the portion of Compensation up to the
Integration Level to the extent this Plan provides for permitted disparity),
the limitation shall be prorated among the affected individuals in proportion
to each such individual's Compensation as determined under this section prior
to the application of this limitation.

(f) The effective date of this subsection shall be the
first Plan Year beginning on or after January 1, 1989.

2.8 CUSTODIAN. The custodian, if any, designated in the Adoption
Agreement.

2.9 DETERMINATION DATE. With respect to any Plan Year subsequent
to the first Plan Year, the last day of the preceding Plan Year. For the first
Plan Year of the Plan, the last day of that Plan Year.

2.10 EARLY RETIREMENT DATE. The first day of the month coincident
with or next following the date upon which the Participant satisfies the early
retirement age and service requirements in the Adoption Agreement; provided,
however, such requirements may not be less than age fifty- five (55), nor more
than fifteen (15) Years of Service.

39
<PAGE> 32
2.11 EARNED INCOME. The net earnings from self- employment in the
trade or business with respect to which the Plan is established, for which
personal services of the individual are a material income-producing factor.
Net earnings will be determined without regard to items not included in gross
income and the deductions allocable to such items. Net earnings are reduced by
contributions to a qualified plan to the extent deductible under section 404 of
the Code. Net earnings shall be determined with regard to the deduction
allowed to the Employer by section 164(f) of the Code for taxable years
beginning after December 31, 1989.

2.12 EFFECTIVE DATE. The first day of the first Plan Year for
which the Plan is effective as specified in the Adoption Agreement.

2.13 ELIGIBILITY COMPUTATION PERIOD. For purposes of determining
Years of Service and Breaks in Service for eligibility to participate, the
initial Eligibility Computation Period shall be the twelve (12) consecutive
month period beginning with the day the Employee first performs an Hour of
Service for the Employer (employment commencement date). The succeeding twelve
(12) consecutive month periods commence with the first anniversary of the
Employee's employment commencement date.

2.14 EMPLOYEE. Any person, including a Self-Employed Individual,
who is employed by the Employer maintaining the Plan or any other employer
required to be aggregated with such Employer under sections 414(b), (c), (m) or
(o) of the Code. The term "Employee" shall also include any Leased Employee
deemed to be an Employee of any Employer described above as provided in
sections 414(n) or (o) of the Code.

2.15 EMPLOYER. The corporation, proprietorship, partnership or
other organization that adopts the Plan by execution of an Adoption Agreement.

2.16 EMPLOYER CONTRIBUTIONS. The contribution of the Employer to
the Plan and Trust as set forth in section 4.1 and the Adoption Agreement.

2.17 ENTRY DATES. The Effective Date shall be the first Entry
Date. Thereafter, the Entry Dates shall be the first day of each Plan Year and
the first day of the seventh month of each Plan Year.

2.18 ERISA. The Employee Retirement Income Security Act of 1974,
as amended.

2.19 HOUR OF SERVICE.

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

(b) Each hour for which an Employee is paid, or entitled
to payment, by the Employer on account of a period of time during which no
duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty, or leave of absence. No more
than five hundred one (501) Hours of Service shall be credited under this
paragraph to an Employee on account of any single, continuous period during
which the Employee performs no duties (whether or not such period occurs in a
single computation period). Hours under this paragraph will be calculated and
credited pursuant to section 2530.200b-2 of the Department of Labor regulations
which are incorporated herein by this reference.

(c) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the Employer. The
same Hours of Service shall not be credited both under paragraph (a) or
paragraph (b), as the case may be, and under this paragraph (c). These hours
shall be credited to the Employee for the computation period or periods to
which the award or agreement pertains rather than the computation period in
which the award, agreement, or payment is made.

(d) Solely for purposes of determining whether an
Employee has a Break in Service, Hours of Service shall also include an
uncompensated authorized leave of absence not in excess of two (2) years, or
military leave while the Employee's reemployment rights are protected by law or
such additional or other periods as granted by the Employer as military leave
(credited on the basis of forty (40) Hours of Service per each week or eight
(8) Hours of Service per working day), provided the Employee returns to
employment at the end of his leave of absence or within ninety (90) days of the
end of his military leave, whichever is applicable.

(e) Hours of Service will be credited for employment with
other members of an affiliated service group (under section 414(m)), a
controlled group of corporations (under section 414(b)), or a group of trades
or businesses under common control (under section 414(c)) of which the adopting
Employer is a member, and any other entity required to be aggregated with the
Employer pursuant to section 414(o) and the regulations thereunder. Hours of
Service will also be credited for any individual considered an Employee for
purposes of this Plan under section 414(n) or section 414(o) and the
regulations thereunder.

(f) Solely for purposes of determining whether an
Employee has a Break in Service, Hours of Service shall also include absence
from work for maternity or paternity reasons, if the absence begins on or after
the first day of the first Plan Year beginning after 1984. During this
absence, the Employee shall be credited with the Hours of Service which would
have been credited but for the absence, or, if such hours cannot be determined
with eight (8) hours per day. An absence from work for maternity or paternity
reasons means an absence:

(i) by reason of the pregnancy of an Employee;
(ii) by reason of the birth of a child of the
Employee;

40
<PAGE> 33
(iii) by reason of the placement of a child with
the Employee in connection with adoption; or

(iv) for purposes of caring for such a child for
a period immediately following such birth or
placement.

These Hours of Service shall be credited in the computation period following
the computation period in which the absence begins, except as necessary to
prevent a Break in Service in the computation period in which the absence
begins. However, no more than five hundred one (501) Hours of Service will be
credited for purposes of any such maternity or paternity absence from work.

(g) The Employer may elect to compute Hours of Service by
the use of one of the service equivalencies in the Adoption Agreement. Only
one method may be selected. If selected, the service equivalency must be
applied to all Employees covered under the Plan.

(h) If the Employer amends the method of crediting
service from the elapsed time method described in section 1.410(a)-7 of the
Treasury regulations to the Hours of Service computation method by the adoption
of this Plan, or an Employee transfers from a plan under which service is
determined on the basis of elapsed time, the following rules shall apply for
purposes of determining the Employee's service under this Plan up to the time
of amendment or transfer:

(i) the Employee shall receive credit, as of
the date of amendment or transfer, for a number of Years of Service equal to
the number of one (1) year periods of service credited to the Employee as of
the date of the amendment or transfer; and

(ii) the Employee shall receive credit in the
applicable computation period which includes the date of amendment or transfer,
for a number of Hours of Service determined by applying the weekly service
equivalency specified in paragraph (g) to any fractional part of a year
credited to the Employee under this paragraph (h) as of the date of amendment
or transfer. The use of the weekly service equivalency shall apply to all
Employees who formerly were credited with service under the elapsed time
method.

2.20 INTEGRATION LEVEL. The Taxable Wage Base or such lesser
amount elected by the Employer in the Adoption Agreement.

2.21 KEY EMPLOYEE.

(a) Any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the determination period
was an officer of the Employer if such individual's annual Compensation exceeds
fifty percent (50%) of the dollar limitation under section 415(b)(1)(A) of the
Code; an owner (or considered an owner under section 318 of the Code) of one of
the ten (10) largest interests in the Employer if such individual's
Compensation exceeds one hundred percent (100%) of the dollar limitation under
section 415(c)(1)(A) of the Code; a Five Percent (5%) Owner of the Employer; or
a one percent (1%) owner of the Employer who has annual Compensation of more
than one hundred fifty thousand dollars ($150,000).

(b) For purposes of this section, annual Compensation
means compensation as defined in section 415(c)(3) of the Code, but including
amounts contributed by the Employer pursuant to a salary reduction agreement
which are excludable from the Employee's gross income under sections 125,
402(a)(8), 402(h) or 403(b) of the Code.

(c) For purposes of this section, determination period is
the Plan Year containing the Determination Date and the four (4) preceding Plan
Years.

2.22 LEASED EMPLOYEE.

(a) Any person (other than an Employee of any of the
Affiliated Employers) who, pursuant to an agreement between any of the
Affiliated Employers and any other person ("leasing organization"), has
performed service for any of the Affiliated Employers (or for any of the
Affiliated Employers and related persons determined in accordance with section
414(n)(6) of the Code) on a substantially full-time basis for a period of at
least one (1) year and such services are of a type historically performed by
employees in the Affiliated Employer's business field. Contributions or
benefits provided a Leased Employee by the leasing organization which are
attributable to services performed for the Affiliated Employer shall be treated
as provided by the Affiliated Employer.

(b) A Leased Employee shall not be considered an Employee
of an Affiliated Employer if:

(i) such employee is covered by a money
purchase pension plan providing:

(1) a nonintegrated employer
contribution rate of at least ten percent (10%) of compensation (as defined in
section 415(c)(3) of the Code), but including amounts contributed pursuant to a
salary reduction agreement which are excludable from the employee's gross
income under sections 125, 402(a)(8), 402(h) or 403(b) of the Code;

(2) immediate participation; and

(3) full and immediate vesting. and

(ii) Leased Employees do not constitute more
than twenty percent (20%) of the
Affiliated Employer's
non-Highly-Compensated workforce.

41
<PAGE> 34
2.23 MAXIMUM DISPARITY RATE. The lesser of:

(a) five and seven-tenths percent (5.7%);

(b) the applicable percentage determined in accordance
with the table below:

If the Integration Level is
<TABLE>
<CAPTION>
The Applicable
More Than But Not More Than Percentage Is:
- --------- ----------------- --------------
<S> <C> <C>
$0 X */ 5.7%
X of TWB 80% of TWB 4.3%
80% of TWB Y **/ 5.4%
</TABLE>

*/ X = the greater of $10,000 or 20% of the Taxable Wage Base.

**/ Y = any amount more than 80% of the Taxable Wage Base but less than
100% of the Taxable Wage Base.

"TWB" means the Taxable Wage Base.

If the Integration Level used is equal to the Taxable Wage Base, the applicable
percentage is five and seven-tenths percent (5.7%).

2.24 MAXIMUM PROFIT SHARING DISPARITY RATE. The lesser of:

(a) two and seven-tenths percent (2.7%);

(b) the applicable percentage determined in accordance
with the table below:

If the Integration Level is
<TABLE>
<CAPTION>
The Applicable
More Than But Not More Than Percentage Is:
- --------- ----------------- --------------
<S> <C> <C>
$0 X */ 2.7%
X of TWB 80% of TWB 1.3%
80% of TWB Y **/ 2.4%
</TABLE>

*/ X = the greater of $10,000 or 20% of the Taxable Wage Base.

**/ Y = any amount more than 80% of the Taxable Wage Base but less than
100% of the Taxable Wage Base.

"TWB" means the Taxable Wage Base.

If the Integration Level used is equal to the Taxable Wage Base, the applicable
percentage is two and seven-tenths percent (2.7%).

2.25 NON-KEY EMPLOYEE. Any Employee or former Employee who is not
a Key Employee. In addition, any Beneficiary of a Non-Key Employee shall be
treated as a Non- Key Employee.

2.26 NORMAL RETIREMENT AGE. The age selected in the Adoption
Agreement, but not less than age fifty-five (55). If the Employer enforces a
mandatory retirement age, the Normal Retirement Age is the lesser of that
mandatory age or the age specified in the Adoption Agreement.

2.27 OWNER-EMPLOYEE. An individual who is a sole proprietor, or
who is a partner owning more than ten percent (10%) of either the capital or
profits interest of a partnership.

2.28 PARTICIPANT. A person who has met the eligibility
requirements of section 3.1 and whose Account hereunder has been neither
completely forfeited nor completely distributed.

2.29 PLAN. The prototype paired defined contribution profit
sharing and money purchase pension plan provided under this basic plan
document. References to the Plan shall refer to the profit sharing provisions,
the money purchase pension provisions, or both, as the context may require.

2.30 PLAN ADMINISTRATOR. The person, persons or entity appointed
by the Employer pursuant to ARTICLE 15 to manage and administer the Plan.

2.31 PLAN YEAR. The twelve (12) consecutive month period
designated by the Employer in the Adoption Agreement.

2.32 SELF-EMPLOYED INDIVIDUAL. An individual who has Earned Income
for the taxable year from the trade or business for which the Plan is
established, or an individual who would have had Earned Income for the taxable
year but for the fact that the trade or business had no net profits for the
taxable year.

42
<PAGE> 35
2.33 SHARES. Shares of stock in any regulated investment company
registered under the Investment Company Act of 1940 that are made available for
investment purposes as an investment option under this Plan.

2.34 SPONSOR. The sponsor designated in the Adoption Agreement
which has made this Plan available to the Employer.

2.35 TAXABLE WAGE BASE. The maximum amount of earnings which may
be considered wages for a year under section 3121(a)(1) of the Code in effect
as of the beginning of the Plan Year.

2.36 TOTAL AND PERMANENT DISABILITY. The inability of the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment, which condition, in the
opinion of a physician chosen by the Plan Administrator, can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.

2.37 TRUST. The fund maintained by the Trustee for the investment
of Plan assets in accordance with the terms and conditions of the Trust
Agreement.

2.38 TRUST AGREEMENT. The agreement between the Employer and the
Trustee under which the assets of the Plan are held, administered, and managed.
The provisions of the Trust Agreement shall be considered an integral part of
this Plan as if set forth fully herein.

2.39 TRUSTEE. The individual or corporate Trustee or
Trustees under the Trust Agreement as they may be constituted from time to
time.

2.40 VALUATION DATE. The last day of each Plan Year and such other
dates as may be determined by the Plan Administrator, as provided in section
5.6 for valuing the Trust assets.

2.41 VESTING COMPUTATION PERIOD. The Plan Year.

2.42 YEAR OF SERVICE. An Eligibility Computation Period, Vesting
Computation Period, or Plan Year, whichever is applicable, during which an
Employee has completed at least one thousand (1,000) Hours of Service (whether
or not continuous). The Employer may, in the Adoption Agreement, specify a
fewer number of hours.

ARTICLE 3
ELIGIBILITY AND YEARS OF SERVICE

3.1 ELIGIBILITY REQUIREMENTS.

(a) Each Employee of the Affiliated Employers shall
become a Participant in the Plan as of the first Entry Date after the date on
which the Employee has satisfied the minimum age and service requirements
specified in the Adoption Agreement.

(b) The Employer may elect in the Adoption Agreement to
exclude from participation:

(i) Employees included in a unit of employees
covered by a collective bargaining agreement between the Employer and Employee
representatives, if retirement benefits were the subject of good faith
bargaining. For this purpose, the term "Employee representatives" does not
include any organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer; and

(ii) nonresident aliens who receive no earned
income from the Employer which constitutes income from sources within the United
States.

3.2 PARTICIPATION AND SERVICE UPON REEMPLOYMENT. Upon the
reemployment of any Employee, the following rules shall determine his
eligibility to participate in the Plan and his credit for prior service.

(a) Participation. If the reemployed Employee was a
Participant in the Plan during his prior period of employment, he shall be
eligible upon reemployment to resume participation in the Plan. If the
reemployed Employee was not a Participant in the Plan, he shall be considered a
new Employee and required to meet the requirements of section 3.1 in order to be
eligible to participate in the Plan, subject to the reinstatement of credit for
prior service under paragraph (b) below.

(b) Credit for Prior Service. In the case of any
Employee who is reemployed before or after incurring a Break in Service, any
Hour of Service and Year of Service credited to the Employee at the end of his
prior period of employment shall be reinstated as of the date of his
reemployment.

3.3 PREDECESSOR EMPLOYERS. If specified in the Adoption
Agreement, Years of Service with a predecessor employer will be treated as
service for the Employer for eligibility purposes; provided, however, if the
Employer maintains the plan of a predecessor employer, Years of Service with
such employer will be treated as service with the Employer without regard to any
election.

ARTICLE 4
CONTRIBUTIONS

4.1 EMPLOYER CONTRIBUTIONS.

(a) Money Purchase Pension Contributions. For each Plan
Year, the Employer shall contribute to the Trust an amount equal to such uniform
percentage of Compensation of each eligible Participant as may be determined by
the Employer in accordance with the money purchase pension contribution formula
specified in the Adoption Agreement. Subject to the limitations of section 5.4,
the money purchase pension contribution formula may be integrated with Social
Security, as set forth in the Adoption Agreement.

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(b) Profit Sharing Contribution. For each Plan Year, the
Employer shall contribute to the Trust an amount as may be determined by the
Employer in accordance with the profit sharing formula set forth in the
Adoption Agreement.

(c) Eligible Participants. Subject to the Minimum
Allocation rules of section 5.2 and the exclusions specified in this section,
each Participant shall be eligible to share in the Employer Contribution. An
Employer may elect in the Adoption Agreement that Participants who terminate
employment during the Plan Year with not more than five hundred (500) Hours of
Service and who are not Employees as of the last day of the Plan Year (other
than Participants who die, retire or become totally and Permanently Disabled
during the Plan Year) shall not be eligible to share in the Employer
Contribution. An Employer may further elect in the Adoption Agreement to
allocate a contribution on behalf of a Participant who completes fewer than
five hundred (500) Hours of Service and is otherwise ineligible to share in the
Employer Contribution. If the Employer fails to specify in the Adoption
Agreement the number of Hours of Service required to share in the Employer
Contribution, the number shall be five hundred (500) Hours of Service.

(d) Contribution Limitation. In no event shall any
Employer Contribution exceed the maximum amount deductible from the Employer's
income under section 404 of the Code, or the maximum limitations under section
415 of the Code provided in ARTICLE 6.

4.2 PAYMENT. All Employer Contributions to the Trust for any Plan
Year shall be made either in one lump- sum or in installments in U.S. currency,
by check, or in Shares within the time prescribed by law, including extensions
granted by the Internal Revenue Service, for filing the Employer's federal
income tax return for the taxable year with or within which such Plan Year
ends. All Employer Contributions to the Trust for a money purchase pension
plan for any Plan Year shall be made within the time prescribed by regulations
under section 412(c)(10) of the Code.

4.3 NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS BY PARTICI PANTS.

(a) This Plan will not accept nondeductible Employee
contributions for Plan Years beginning after the Plan Year in which this Plan
is adopted by the Employer. Employee contributions made with respect to Plan
years beginning after December 31, 1986 will be limited so as to meet the
nondiscrimination test of section 401(m).

(b) A separate account shall be maintained by the Trustee
for the nondeductible Employee contributions of each Participant.

(d) The provisions of this section shall apply to
Employee contributions made prior to the first Plan Year after the Plan Year in
which the Employer adopts this Plan.

4.4 ROLLOVERS.

(a) Subject to the approval of the Plan Administrator, a
participant who has participated in any other qualified plan described in
section 401(a) of the Code or in a qualified annuity plan described in section
403(a) of the Code shall be permitted to make a rollover contribution in the
form of cash to the Trustee of an amount received by the Participant that is
attributable to participation in such other plan (reduced by any nondeductible
voluntary contributions he made to the plan), provided that the rollover
contribution complies with all requirements of sections 402(a)(5) or 403(a)(4)
of the Code, whichever is applicable.

(b) Before approving such a Participant rollover, the
Plan Administrator may request from the Participant or the Employer any
documents which the Plan Administrator, in its discretion, deems necessary for
such rollover.

(c) Any rollover contribution to the Trust shall be
credited to the Participant's rollover subaccount established under section 5.1
and separately accounted for.

4.5 DIRECT TRANSFERS.

(a) The Plan shall accept a transfer of assets directly
from another plan qualified under sections 401(a) or 403(a) of the Code only if
the Plan Administrator, in its sole discretion, agrees to accept such a
transfer. In determining whether to accept such a transfer the Plan
Administrator shall consider the administrative inconvenience engendered by
such a transfer and any risks to the continued qualification of the Plan under
section 401(a) of the Code. Acceptance of any such transfer shall not preclude
the Plan Administrator from refusing any subsequent such transfers.

(b) Any transfer of assets accepted under this section
shall be credited to the Participant's direct transfer subaccount and shall be
separately accounted for at all times and shall remain subject to the
provisions of the transferor plan (as it existed at the time of such transfer)
to the extent required by section 411(d)(6) of the Code (including, but not
limited to, any rights to Qualified Joint and Survivor Annuities and qualified
preretirement survivor annuities) as if such provisions were part of the Plan.
In all other respects, however, such transferred assets will be subject to the
provisions of the Plan.

(d) Before approving such a direct transfer, the Plan
Administrator may request from the Participant or the Employer (or the prior
employer) any documents the Plan Administrator, in its discretion, deems
necessary for such direct transfer.

ARTICLE 5
ALLOCATIONS

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5.1 INDIVIDUAL ACCOUNTS. The Plan Administrator shall establish
and maintain an Account in the name of each Participant. The Account shall
contain the following subaccounts:

(a) A money purchase pension contribution subaccount to
which shall be credited each such Participant's share of (i) Employer
Contributions under section 4.1(a); (ii) the net earnings or net losses on the
investment of the assets of the Trust; (iii) distributions; and (iv) dividends,
capital gain distributions and other earnings received on any Shares credited
to the Participant's subaccount;

(b) A profit sharing contribution subaccount to which
shall be credited each such Participant's share of (i) Employer Contributions
under section 4.1(b); (ii) forfeitures; (iii) the net earnings or net losses on
the investment of the assets of the trust; (iv) distributions; and (v)
dividends, capital gain distributions and other earnings received on any Shares
credited to the Participant's subaccount;

(c) A nondeductible voluntary contribution subaccount to
which shall be credited (i) nondeductible voluntary contributions by the
Participant under section 4.3; (ii) the net earnings or net losses on the
investment of the assets of the Trust; (iii) distributions; and (iv) dividends,
capital gain distributions and other earnings received on any Shares credited
to the Participant's subaccount;

(d) A direct transfer subaccount to which shall be
credited (i) contributions to the Trust accepted under section 4.5(a); (ii) the
net earnings or net losses on the investment of the assets of the Trust; (iii)
distributions; and (iv) dividends, capital gain distributions and other
earnings received on any Shares credited to the Participant's subaccount;

(e) A rollover subaccount to which shall be credited (i)
contributions to the Trust accepted under section 4.4(a); (ii) the net earnings
or net losses on the investment of the assets of the Trust; (iii)
distributions; and (iv) dividends, capital gain distributions and other
earnings received on any Shares credited to the Participant's subaccount.

5.2 MINIMUM ALLOCATION.

(a) Except as otherwise provided in this section, the
Employer Contributions and forfeitures allocated on behalf of any Participant
who is not a Key Employee shall not be less than the lesser of three percent
(3%) of such Participant's Compensation or in the case where the Employer has
no defined benefit plan which designates this Plan to satisfy section 401 of
the Code, the largest percentage of Employer Contributions and forfeitures, as
a percentage of the first two hundred thousand dollars ($200,000) of the Key
Employee's Compensation, allocated on behalf of any Key Employee for that year.
The minimum allocation is determined without regard to any Social Security
contribution. This minimum allocation shall be made even though, under other
Plan provisions, the Participant would not otherwise be entitled to receive an
allocation, or would have received a lesser allocation for the year because of
(i) the Participant's failure to complete one thousand (1,000) Hours of Service
(or any equivalent provided in the Plan); or (ii) the Participant's failure to
make mandatory Employee contributions to the Plan; or (iii) Compensation less
than a stated amount. For purposes of this subsection, all defined
contribution plans required to be included in an aggregation group under
section 416(g)(2)(A)(i) shall be treated as a single plan.

(b) For purposes of computing the minimum allocation,
Compensation shall mean Compensation as defined in section 6.5(b) of the Plan.

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

(d) The provision in subsection (a) above shall not apply
to any Participant to the extent the Participant is covered under any other
plan or plans of the Employer and the Employer has provided in the Adoption
Agreement that the minimum allocation or benefit requirement applicable to
top-heavy plans will be met in the other plan or plans.

(e) The minimum allocation required (to the extent
required to be nonforfeitable under section 416(b)) may not be forfeited under
section 411(a)(3)(B) or 411(a)(3)(D).

5.3 ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEI TURES.

(a) All money purchase pension contributions for a given
Plan Year shall be allocated to the Account of the Participant for whom such
contribution was made. Any forfeiture from a Participant's money purchase
pension contribution subaccount arising under the Plan for a given Plan Year
shall be applied as specified in the Adoption Agreement, either: (i) to reduce
the Employer Contribution in that year, or if in excess of the Employer
Contribution for such Plan Year, the excess amounts shall be used to reduce the
Employer Contribution in the next succeeding Plan Year or Years or (ii) to be
added to the Employer Contributions and allocated accordingly.

(b) All profit sharing contributions and forfeitures from
a Participant's profit sharing contribution subaccount will be allocated to the
Account of each Participant in the ratio that such Participant's Compensation
bears to the Compensation of all Participants. However, if the profit sharing
contribution formula selected in the Adoption Agreement is integrated with
Social Security, profit sharing contributions for the Plan Year plus any
forfeitures will be allocated to Participants' Accounts as follows:

(i) Step One. Contributions and forfeitures
will be allocated to each Participant's Account in the ratio that each
Participant's total Compensation bears to all Participants' total Compensation,
but not in excess of three percent (3%) of each Participant's Compensation.
(Step One is not applicable if the Employer enters into the money purchase
pension Adoption Agreement).

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<PAGE> 38
(ii) Step Two. Any contributions and
forfeitures remaining after the allocation in Step One (if any) will be
allocated to each Participant's Account in the ratio that each Participant's
Compensation for the Plan Year in excess of the Integration Level bears to the
excess Compensation of all Participants, but not in excess of three percent
(3%). (Step Two is not applicable if the Employer enters into the money
purchase pension Adoption Agreement).

(iii) Step Three. Any contributions and
forfeitures remaining after the allocation in Step Two (if any) will be
allocated to each Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of the Integration
Level bears to the sum of all Participants' total Compensation and Compensation
in excess of the Integration Level, but not in excess of whichever of the
following is applicable:

(i) if the Employer has not adopted the money
purchase pension Adoption Agreement, then the Maximum Profit Sharing Disparity
Rate; or

(ii) If the Employer has adopted the money
purchase pension Adoption Agreement, then the lesser of:

(1) the percentage of each
Participant's Compensation for the Plan Year up to the Integration Level
determined by dividing the allocation by such Compensation (the base
contribution percentage); or

(2) the Maximum Disparity Rate.

(iv) Step Four. Any remaining contributions or
forfeitures will be allocated to each Participant's Account in the ratio that
each Participant's total Compensation for the Plan Year bears to all
Participants' total Compensation for that year.

(c) Notwithstanding anything in (a) or (b) above to the
contrary, forfeitures arising under a Participant's money purchase pension
contribution subaccount will only be used to reduce the contributions of the
Participant's Employer who adopted this Plan, and forfeitures arising under a
Participant's profit sharing contribution subaccount will be reallocated only
for the benefit of Employees of the Participant's Employer who adopted this
Plan.

5.4 COORDINATION OF SOCIAL SECURITY INTEGRATION. If the Employer
maintains plans involving integration with Social Security other than this
Plan, and if any Participant is eligible to participate in more than one of
such plans, all such plans will be considered to be integrated if the extent of
the integration of all such plans does not exceed one hundred percent (100%).
For purposes of the preceding sentence, the extent of integration of a plan is
the ratio (expressed as a percentage) which the actual benefits, benefit rate,
offset rate, or Employer Contribution rate under the plan bears to the
integration limitation applicable to such plan. If the Employer enters into
both the money purchase pension Adoption Agreement and the profit sharing
Adoption Agreement under this Plan, integration with Social Security may only
be selected in one Adoption Agreement.

5.5 WITHDRAWALS AND DISTRIBUTIONS. Any distribution to a
Participant or his Beneficiary, any amount transferred from a Participant's
Account directly to the Trustee of any other qualified plan described in
section 401(a) of the Code or to a qualified annuity plan described in section
403(a) of the Code, or any withdrawal by a Participant shall be charged to the
appropriate subaccount(s) of the Participant as of the date of the distribution
or the withdrawal.

5.6 DETERMINATION OF VALUE OF TRUST FUND AND OF NET EARNINGS OR
LOSSES. As of each Valuation Date the Trustee shall determine for the period
then ended the sum of the net earnings or losses of the Trust (excluding with
respect to Shares and other assets specifically allocated to a specific
Participant's subaccount, (i) dividends and capital gain distributions from
Shares, (ii) receipts or income attributable to insurance policies, (iii)
income gains and/or losses attributable to a Participant's loans made pursuant
to ARTICLE 13 or to any other assets) which shall reflect accrued but unpaid
interest, dividends, gains, or losses realized from the sale, exchange or
collection of assets, other income received, appreciation in the fair market
value of assets, depreciation in the fair market value of assets,
administration expenses, and taxes and other expenses paid. Gains or losses
realized and adjustments for appreciation or depreciation in fair market value
shall be computed with respect to the difference between such value as of the
preceding Valuation Date or date of purchase, whichever is applicable, and the
value as of the date of disposition or the current Valuation Date, whichever is
applicable.

5.7 ALLOCATION OF NET EARNINGS OR LOSSES.

(a) As of each Valuation Date the net earnings or losses
of the Trust (excluding with respect to Shares and other assets specifically
allocated to a specific Participant's subaccount, (i) dividends and capital
gain distributions from Shares, (ii) dividends or credits attributable to
insurance policies, (iii) income gains and/or losses attributable to a
Participant's loans made pursuant to ARTICLE 13 or to any other assets, all of
which shall be allocated to such Participant's subaccount) for the valuation
period then ending shall be allocated to the Accounts of all Participants (or
Beneficiaries) having credits in the fund both on such date and at the
beginning of such valuation period. Such allocation shall be made by the
application of a fraction, the numerator of which is the value of the Account
of a specific Participant (or Beneficiary) as of the immediately preceding
Valuation Date, reduced by any distributions therefrom since such preceding
Valuation Date, and the denominator of which is the total value of all such
Accounts as of the preceding Valuation Date, reduced by any distributions
therefrom since such preceding Valuation Date.

(b) To the extent that Shares and other assets are
specifically allocated to a specific Participant's subaccount: (i) dividends
and capital gain distributions from Shares; (ii) dividends or credits
attributable to insurance policies; and (iii) income gains and/or losses
attributable to a Participant's loans made pursuant to ARTICLE 13 or to any
other assets, all shall be allocated to such Participant's subaccount.

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5.8 RESPONSIBILITIES OF THE PLAN ADMINISTRATOR. The Plan
Administrator shall maintain accurate records with respect to the contributions
made by or on behalf of Participants under the Plan, and shall furnish the
Trustee with written instructions directing the Trustee to allocate all Plan
contributions to the Trust among the separate Accounts of Participants in
accordance with section 5.1 above. In making any such allocation, the Trustee
shall be fully entitled to rely on the instructions furnished by the Plan
Administrator, and shall be under no duty to make any inquiry or investigation
with respect there to.

ARTICLE 6
LIMITATIONS ON ALLOCATIONS

6.1 EMPLOYERS WHO DO NOT MAINTAIN OTHER QUALIFIED PLANS.

(a) If the Participant does not participate in, and has
never participated in another qualified plan or a welfare benefit fund, as
defined in section 419(e) of the Code, maintained by the Employer, or an
individual medical account, as defined in section 415(l)(2) of the Code,
maintained by the Employer, which provides an Annual Addition as defined in
section 6.5(a), the amount of Annual Additions that may be credited to the
Participant's Account for any Limitation Year will not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in this Plan. If
the Employer Contribution that would otherwise be contributed or allocated to
the Participant's Account would cause the Annual Additions for the Limitation
Year to exceed the Maximum Permissible Amount, the amount contributed or
allocated will be reduced so that the Annual Additions for the Limitation Year
will equal the Maximum Permissible Amount.

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

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

(d) If, pursuant to subsection (c) or as a result of the
allocation of forfeitures, there is an Excess Amount the excess will be
disposed of as follows:

(i) Any nondeductible voluntary Employee
contributions, to the extent they would reduce the Excess Amount, will be
returned to the Participant;

(ii) If after the application of paragraph (i)
an Excess Amount still exists, and the Participant is covered by the Plan at
the end of the Limitation Year, the Excess Amount in the Participant's Account
will be used to reduce Employer Contributions (including any allocation of
forfeitures) for such Participant in the next Limitation Year, and each
succeeding Limitation Year if necessary;

(iii) If after the application of paragraph (i)
an Excess Amount still exists, and the Participant is not covered by the Plan
at the end of the Limitation Year, the Excess Amount will be held unallocated
in a suspense account. The suspense account will be applied to reduce future
Employer Contributions (including allocation of any forfeitures) for all
remaining Participants in the next Limitation Year, and each succeeding
Limitation Year if necessary;

(iv) If a suspense account is in existence at
any time during the Limitation Year pursuant to this section, it will not
participate in the allocation of the Trust's investment gains and losses. If a
suspense account is in existence at any time during a particular Limitation
Year, all amounts in the suspense account must be allocated and reallocated to
Participants' Accounts before any Employer or any Employee contributions may be
made to the Plan for that Limitation Year. Excess amounts may not be
distributed to Participants or former Participants.

6.2 EMPLOYERS WHO MAINTAIN OTHER QUALIFIED MASTER OR PROTOTYPE
DEFINED CONTRIBUTION PLANS.

(a) This section applies if, in addition to this Plan,
the Participant is covered under another qualified master or prototype defined
contribution plan maintained by the Employer, a welfare benefit fund, as defined
in section 419(e) of the Code maintained by the Employer or an individual
medical account, as defined in section 415(l)(2) of the Code, maintained by the
Employer which provides an Annual Addition as defined in section 6.5(a), during
any Limitation Year. The Annual Additions that may be credited to a
Participant's Account under this Plan for any such Limitation Year will not
exceed the Maximum Permissible Amount reduced by the Annual Additions credited
to a Participant's Account under the other plans and welfare benefit funds for
the same Limitation Year. If the Annual Additions with respect to the
Participant under other defined contribution plans and welfare benefit funds
maintained by the Employer are less than the Maximum Permissible Amount and the
Employer Contribution that would otherwise be contributed or allocated to the
Participant's Account under this Plan would cause the Annual Additions for the
Limitation Year to exceed this limitation, the amount contributed or allocated
will be reduced so that the Annual Additions under all such plans and funds for
the Limitation Year will equal the Maximum Permissible Amount. If the Annual
Additions with respect to the Participant under such other defined contribution
plans and welfare benefit funds in the aggregate are equal to or greater than
the Maximum Permissible Amount, no amount will be contributed or allocated to
the Participant's Account under this Plan for the Limitation Year.

(b) Prior to determining the Participant's actual
Compensation for the Limitation Year, the Employer may determine the Maximum
Permissible Amount for a Participant in the manner described in section 6.1(b).

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(d) If, pursuant to section 6.2(c), or as a result of the
allocation of forfeitures, a Participant's Annual Additions under this Plan and
such other plans would result in an Excess Amount for a Limitation Year, the
Excess Amount will be deemed to consist of the Annual Additions last allocated,
except that Annual Additions attributable to a welfare benefit fund or
individual medical account will be deemed to have been allocated first
regardless of the actual allocation date.

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

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

(ii) the ratio of (1) the Annual Additions
allocated to the Participant for the Limitation Year as of such date under this
Plan to (2) the total Annual Additions allocated to the Participant for the
Limitation Year as of such date under this and all the other qualified master or
prototype defined contribution plans.

(f) Any Excess Amount attributed to this Plan will be
disposed of in the manner described in section 6.1(d).

6.3 EMPLOYERS WHO, IN ADDITION TO THIS PLAN ,MAINTAIN OTHER
QUALIFIED PLANS WHICH ARE DEFINED CONTRIBUTION PLANS OTHER THAN MASTER OR
PROTOTYPE PLANS. If the Participant is covered under another qualified defined
contribution plan maintained by the Employer which is not a Master or Prototype
Plan, Annual Additions which may be credited to the Participant's Account under
this Plan for any Limitation Year will be limited in accordance with section
6.2 as though the other plan were a Master or Prototype Plan unless the
Employer provides other limitations in the Adoption Agreement.

6.4 EMPLOYERS WHO, IN ADDITION TO THIS PLAN, MAINTAIN A QUALIFIED
DEFINED BENEFIT PLAN. If the Employer maintains, or at any time maintained, a
qualified defined benefit plan covering any Participant in this Plan, the sum
of the Participant's Defined Benefit Fraction and Defined Contribution Fraction
will not exceed 1.0 in any Limitation Year. The Annual Additions which may be
credited to the Participant's Account under this Plan for any Limitation Year
will be limited in accordance with the Adoption Agreement.

6.5 DEFINITIONS. Unless otherwise expressly provided herein, for
purposes of this ARTICLE only, the following definitions and rules of
interpretation shall apply:

(a) Annual Additions. The sum of the following amounts
credited to a Participant's Account for the Limitation Year:

(i) Employer Contributions;

(ii) Employee contributions;

(iii) forfeitures; and

(iv) amounts allocated after March 31, 1984 to
an individual medical account, as defined in section 415(l)(2) of the Code,
which is part of a pension or annuity plan maintained by the Employer, are
treated as Annual Additions to a defined contribution plan. Also, amounts
derived from contributions paid or accrued after December 31, 1985, in taxable
years ending after such date, which are attributable to post-retirement medical
benefits allocated to the separate account of a key employee, as defined in
section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in
section 419(e) of the Code, maintained by the Employer, are treated as Annual
Additions to a defined contribution plan. For this purpose, any Excess Amount
applied under sections 6.1(d) or 6.2(f) in the Limitation Year to reduce
Employer Contributions will be considered Annual Additions for such Limitation
Year.

(b) Compensation. A Participant's earned income, wages,
salaries, and fees for professional services 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), and excluding the
following:

(i) Employer contributions to a plan of
deferred compensation which are not includable in the Employee's gross income
for the taxable year in which contributed, or Employer Contributions under a
simplified employee pension plan to the extent such contributions are excluded
from the Employee's gross income, or any distributions from a plan of deferred
compensation;

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

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

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

For purposes of applying the limitations of this
ARTICLE, Compensation for a Limitation Year is the Compensation actually paid
or includable in gross income during such year.

Notwithstanding the preceding sentence, Compensation
for a Participant in a defined contribution plan who is Totally and Permanently
Disabled (as defined in section 22(e)(3) of the Code) is the Compensation such
Participant would have received for the Limitation Year if the Participant had
been paid at the rate of Compensation paid immediately before becoming
permanently and totally disabled; such imputed Compensation for the disabled
Participant may

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be taken into account only if the Participant is not a Highly-Compensated
Employee (as defined in section 414(q) of the Code), and contributions made on
behalf of such Participant are nonforfeitable when made.

(c) Defined Benefit Fraction. A fraction, the numerator
of which is the sum of the Participant's Projected Annual Benefits under all
the defined benefit plans (whether or not terminated) maintained by the
Employer, and the denominator of which is the lesser of one hundred percent
(100%) of the dollar limitation determined for the Limitation Year under
sections 415(b) and (d) of the Code or one hundred forty percent (140%) of
highest average compensation, including any adjustments under section 415(b) of
the Code.

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

(d) Defined Contribution Dollar Limitation. Thirty
thousand dollars ($30,000) or, if greater, one- fourth (1/4) of the defined
benefit dollar limitation set forth in section 415(b)(1) of the Code as in
effect for the Limitation Year.

(e) Defined Contribution Fraction. A fraction, the
numerator of which is the sum of the Annual Additions to the Participant's
Account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the Annual Additions attributable to the Participant's nondeductible
voluntary contributions to all defined benefit plans, whether or not
terminated, maintained by the Employer, and the Annual Additions attributable
to all welfare benefit funds, as defined in section 419(e) of the Code and
individual medical accounts, as defined in section 415(l)(2) of the Code,
maintained by the Employer), and the denominator of which is the sum of the
maximum aggregate amounts for the current and all prior Limitation Years of
service with the Employer (regardless of whether a defined contribution plan
was maintained by the Employer).The maximum aggregate amount in any Limitation
Year is the lesser of one hundred percent (100%) of the dollar limitation in
effect under section 415(c)(1)(A)of the Code or thirty-five percent (35%) of
the Participant's Compensation for such year.

If the Participant was a Participant as of the end of the
first day of the first Limitation Year beginning after December 31, 1986, in
one or more defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted if
the sum of this fraction and the Defined Benefit Fraction would otherwise
exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal
to the product of (1) the excess of the sum of the fractions over 1.0 times (2)
the denominator of this fraction, will be permanently subtracted from the
numerator of this fraction. The adjustment is calculated using the fractions
as they would be computed as of the end of the last Limitation Year beginning
before January 1, 1987, and disregarding any changes in the terms and
conditions of the Plan made after May 5, 1986, but using the section 415
limitation applicable to the first Limitation Year beginning on or after
January 1, 1987. The Annual Addition for any Limitation Year beginning before
January 1, 1987, shall not be recomputed to treat all Employee contributions as
Annual Additions.

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

(g) Excess Amount. The excess of the Participant's
Annual Addition for the Limitation Year over the Maximum Permissible Amount.

(h) Highest Average Compensation. The average
compensation for the three consecutive Plan Years that produce the highest
average.

(i) Limitation Year. A Plan Year, or the twelve (12)
consecutive month period elected by the Employer in the Adoption Agreement.
All qualified plans maintained by the Employer must use the same Limitation
Year. If the Limitation Year is amended to a different twelve (12) consecutive
month period, the new Limitation Year must begin on a date within the
Limitation Year in which the amendment is made.

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

(k) Maximum Permissible Amount. The maximum Annual
Addition that may be contributed or allocated to a Participant's Account under
the Plan for any Limitation Year shall not exceed the lesser of:

(a) the Defined Contribution Dollar Limitation;

(b) twenty-five percent (25%) of the Participant's
Compensation for the Limitation Year.

49
<PAGE> 42
The Compensation limitation referred to in subsection (b)
shall not apply to any contribution for medical benefits (within the meaning of
section 401(h) or section 419A(f)(2) of the Code) which is otherwise treated as
an Annual Addition under section 415(l)(1) or section 419A(d)(2) of the Code.

If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different twelve (12) consecutive month
period, the Maximum Permissible Amount will not exceed the Defined Contribution
Dollar Limitation multiplied by the following fraction:

Number of Months in the Short Limitation Year
---------------------------------------------
12

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

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

(ii) the Participant's Compensation for the
current Limitation Year and all other relevant factors used to determine
benefits under the Plan will remain constant for all future Limitation Years.

ARTICLE 7
TRUST FUND

7.1 RECEIPT OF CONTRIBUTIONS BY TRUSTEE. All contributions to the
Trust that are received by the Trustee, together with any earnings thereon,
shall be held, managed and administered by the Trustee named in the Adoption
Agreement in accordance with the terms and conditions of the Trust Agreement
and the Plan. The Trustee may use a Custodian designated by the Sponsor to
perform recordkeeping and custodial functions. The Trustee shall be subject to
the proper directions of the Employer or the Plan Administrator made in
accordance with the terms of the Plan and ERISA.

7.2 INVESTMENT RESPONSIBILITY.

(a) If the Employer elects in the Adoption Agreement to
exercise investment authority and responsibility, the selection of the
investments in which assets of the Trust are invested shall be the
responsibility of the Plan Administrator and each Participant will have a
ratable interest in all assets of the Trust.

(b) If the Adoption Agreement so provides and the
Employer elects to permit each Participant or Beneficiary to select the
investments in his Account, no person, including the Trustee and the Plan
Administrator, shall be liable for any loss or for any breach of fiduciary duty
which results from such Participant's or Beneficiary's exercise of control.

(c) If the Adoption Agreement so provides and the
Employer elects to permit each Participant or Beneficiary to select the
investments in his Account, the Employer or the Plan Administrator must
complete a schedule of Participant designations.

(d) If Participants and Beneficiaries are permitted to
select the investment in their Accounts, all investment related expenses,
including administrative fees charged by brokerage houses, will be charged
against the Accounts of the Participants.

(e) The Plan Administrator may at any time change the
selection of investments in which the assets of the Trust are invested, or
subject to such reasonable restrictions as may be imposed by the Sponsor for
administrative convenience, may submit an amended schedule of Participant
designations. Such amended documents may provide for a variance in the
percentages of contributions to any particular investment or a request that
Shares in the Trust be reinvested in whole or in part in other Shares.

7.3 INVESTMENT LIMITATIONS. The Sponsor may impose reasonable
investment limitations on the Employer and the Plan Administrator relating to
the type of permissible investments in the Trust or the minimum percentage of
Trust assets to be invested in Shares.

ARTICLE 8
VESTING

8.1 NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS AND EARNINGS. The
Participant's nondeductible voluntary contribution subaccount shall be fully
vested and nonforfeitable at all times and no forfeitures will occur as a
result of an Employee's withdrawal of nondeductible voluntary contributions.

8.2 ROLLOVERS, TRANSFERS AND EARNINGS. The Participant's rollover
subaccount and direct transfer subaccount shall be fully vested and
nonforfeitable at all times.

8.3 EMPLOYER CONTRIBUTIONS AND EARNINGS. Notwithstanding the
vesting schedule elected by the Employer in the Adoption Agreement, the
Participant's money purchase pension contribution subaccount and profit sharing
contribution subaccount shall be fully vested and nonforfeitable upon the
Participant's death, disability, attainment of Normal Retirement Age, or, if
the Adoption Agreement provides for an Early Retirement Date, attainment of the
required age and completion of the required service. In the absence of any of
the preceding events, the Participant's money purchase contribution subaccount
and his profit sharing contribution subaccount shall vest in accordance with a
minimum vesting

50
<PAGE> 43
schedule specified in the Adoption Agreement. The schedule must be at least as
favorable to Participants as either schedule (a) or (b) below.

(a) Graduated vesting according to the following
schedule:

<TABLE>
<CAPTION>
Years of Service Vested Percentage
---------------- -----------------

(b) Full one hundred percent (100%) vesting after three
(3) Years of Service.

8.4 AMENDMENTS TO VESTING SCHEDULE.

(a) If the Plan's vesting schedule is amended, or the
Plan is amended in any way that directly or indirectly affects the computation
of the Participant's nonforfeitable percentage or if the Plan is deemed amended
by an automatic change to or from a top-heavy vesting schedule, each
Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or
change, to have the nonforfeitable percentage computed under the Plan without
regard to such amendment or change. For any Participants who do not have at
least one (1) Hour of Service in any Plan Year beginning after December 31,
1988, the preceding sentence shall be applied by substituting "five (5) Years
of Service" for "three (3) Years of Service" where such language appears.

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

(i) sixty (60) days after the amendment is
adopted;

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

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

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

8.5 DETERMINATION OF YEARS OF SERVICE. For purposes of
determining the vested and nonforfeitable percentage of the Participant's
Employer Contribution subaccounts, all of the Participant's Years of Service
with the Employer or an Affiliated Employer shall be taken into account. If
specified in the Adoption Agreement, Years of Service with a predecessor
employer will be treated as service for the Employer; provided, however, if the
Employer maintains the plan of a predecessor employer, Years of Service with
such predecessor employer will be treated as service with the Employer without
regard to any election.

8.6 FORFEITURE OF NONVESTED AMOUNTS.

(a) For Plan Years beginning before 1985, any portion of
a Participant's Account that is not vested shall be forfeited by him as of the
last day of the Plan Year in which a Break in Service occurs. For Plan Years
beginning after 1984, any portion of a Participant's Account that is not vested
shall be forfeited by him as of the last day of the Plan Year in which his
fifth consecutive Break in Service occurs. Any amounts thus forfeited shall be
reallocated as provided in ARTICLE 5 and shall not be considered part of a
Participant's Account in computing his vested interest. The remaining portion
of the Participant's Account will be nonforfeitable.

(b) If a distribution is made at a time when a
Participant has a vested right to less than one hundred percent (100%) of the
value of the Participant's Account attributable to Employer Contributions and
forfeitures, as determined in accordance with the provisions of section 8.3,
and the nonvested portion of the Participant's Account has not yet been
forfeited in accordance with paragraph (a) above:

(i) a separate remainder subaccount shall be
established for the Participant's interest in the Plan as of the time of the
distribution, and

(ii) at any relevant time the Participant's
vested portion of the separate remainder subaccount shall be equal to an amount
("X") determined by the following formula:

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<PAGE> 44
X = P(AB + (R x D)) - (R x D)

For purposes of applying the formula: P is the vested
percentage at the relevant time; AB is the Account balance at the relevant
time; D is the amount of the distribution; and R is the ratio of the Account
balance at the relevant time to the Account balance after distribution.

8.7 REINSTATEMENT OF BENEFIT. If a benefit is forfeited because a
Participant or Beneficiary cannot be found, such benefit will be reinstated if
a claim is made by the Participant or Beneficiary.

ARTICLE 9
JOINT AND SURVIVOR ANNUITY REQUIREMENTS

9.1 GENERAL. The provisions of this ARTICLE shall apply to any
Participant who is credited with at least one (1) Hour of Service with the
Employer on or after August 23, 1984, and such other Participants as provided
in section 9.7.

9.2 QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form
of benefit is selected pursuant to a Qualified Election within the ninety (90)
day period ending on the Annuity Starting Date, a married Participant's Vested
Account Balance will be paid in the form of a Qualified Joint and Survivor
Annuity and an unmarried Participant's Vested Account Balance will be paid in
the form of a life annuity. The Participant may elect to have such annuity
distributed upon attainment of the Earliest Retirement Age under the Plan.

9.3 QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless an optional
form of benefit has been selected within the Election Period pursuant to a
Qualified Election, if a Participant dies before the Annuity Starting Date,
then the Participant's Vested Account Balance shall be applied toward the
purchase of an annuity for the life of the Surviving Spouse. The Surviving
Spouse may elect to have such annuity distributed within a reasonable period
after the Participant's death.

9.4 DEFINITIONS.

(a) Election Period.

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

(ii) A Participant who has not yet attained age
thirty-five (35) as of the end of any current Plan Year may make a special
Qualified Election to waive the qualified preretirement survivor annuity for
the period beginning on the date of such election and ending on the first day
of the Plan Year in which the Participant will attain age thirty-five (35).
Such election shall not be valid unless the Participant receives a written
explanation of the qualified preretirement survivor annuity in such terms as
are comparable to the explanation required under section 9.5. Qualified
preretirement survivor annuity coverage will be automatically reinstated as of
the first day of the Plan Year in which the Participant attains age thirty-five
(35). Any new waiver on or after such date shall be subject to the full
requirements of this ARTICLE.

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

(i) A waiver of a Qualified Joint and Survivor
Annuity or a qualified preretirement survivor annuity. Any waiver of a
Qualified Joint and Survivor Annuity or a qualified preretirement survivor
annuity shall not be effective unless:

(1) the Participant's Spouse consents
in writing to the election;

(2) the election designates a specific
Beneficiary, including any class of Beneficiaries or any contingent
Beneficiaries, which may not be changed without spousal consent (or the Spouse
expressly permits designations by the Participant without any further spousal
consent);

(3) the Spouse's consent acknowledges
the effect of the election; and

(4) the Spouse's consent is witnessed
by a Plan representative or notary public. Additionally, a Participant's
waiver of the Qualified Joint and Survivor Annuity shall not be effective
unless the election designates a form of benefit payment which may not be
changed without spousal consent (or the Spouse expressly permits designations
by the participant without any further spousal consent). If it is established
to the satisfaction of a Plan representative that there is no Spouse or that
the Spouse cannot be located, a waiver will be deemed a Qualified Election.

(ii) Any consent by a Spouse obtained under this
provision (or establishment that the consent of Spouse may not be obtained)
shall be effective only with respect to such Spouse. A consent that permits
designations by the Participant without any requirement of further consent by
such Spouse must acknowledge that the Spouse has the right to limit consent to
a specific Beneficiary, and a specific form of benefit where applicable, and
that the Spouse voluntarily elects to relinquish either or both of such rights.
A revocation of a prior waiver may be made by a Participant without the consent
of the Spouse at any time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under this provision
shall be valid unless the Participant has received notice as provided in
section 9.5.

(d) Qualified Joint and Survivor Annuity. An immediate
annuity for the life of the Participant with a survivor annuity for the life of
the Spouse which equals fifty percent (50%) of the amount of the annuity which
is payable

52
<PAGE> 45
during the joint lives of the Participant and the Spouse and which is the
amount of benefit which can be purchased with the Participant's Vested Account
Balance.

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

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

(g) Vested Account Balance. The aggregate value of the
Participant's Vested Account Balances derived from Employer and Employee
contributions (including rollovers and direct transfers), whether vested before
or upon death, including the proceeds of insurance contracts if any, on the
Participant's life. The provisions of this ARTICLE shall apply to a
Participant who is vested in amounts attributable to Employer Contributions,
Employee contributions (or both) at the time of death or distribution.

9.5 NOTICE REQUIREMENTS.

(a) In the case of a Qualified Joint and Survivor
Annuity, the Plan Administrator shall no less than thirty (30) days and no more
than ninety (90) days prior to the Annuity Starting Date, provide each
Participant a written explanation of:

(i) the terms and conditions of a Qualified
Joint and Survivor Annuity;

(ii) the Participant's right to make and the
effect of an election to waive the Qualified Joint
and Survivor Annuity form of benefit;

(iii) the rights of a Participant's Spouse; and

(iv) the right to make, and the effect of, a
revocation of a previous election to waive the
Qualified Joint and Survivor Annuity.

(b) In the case of a qualified preretirement survivor
annuity as described in section 9.3, the Plan Administrator shall provide each
Participant within the applicable period for such Participant a written
explanation of the qualified preretirement survivor annuity in such terms and
in such manner as would be comparable to the explanation provided for meeting
the requirements of subsection (a) applicable to a Qualified Joint and Survivor
Annuity.

(i) the period beginning with the first day of
the Plan Year in which the Participant attains age thirty-two (32) and ending
with the close of the Plan Year preceding the Plan Year in which the
Participant attains age thirty-five (35);

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

(iii) a reasonable period ending after subsection
(e) ceases to apply to the Participant;

(iv) a reasonable period ending after this
ARTICLE first applies to the Participant. Notwithstanding the foregoing,
notice must be provided within a reasonable period ending after separation from
service in the case of a Participant who separates from service before
attaining age thirty-five (35).

(d) For purposes of applying subsection (c), a reasonable
period ending after the enumerated events described above in subsections (ii),
(iii) and (iv) is the end of the two-year period beginning one (1) year prior
to the date the applicable event occurs, and ending one (1) year after that
date. In the case of a Participant who separates from service before the Plan
Year in which age thirty-five (35) is attained, notice shall be provided within
the two (2) year period beginning one (1) year prior to separation and ending
one (1) year after separation. If such a participant thereafter returns to
employment with the Employer, the applicable period for such Participant shall
be redetermined.

(e) Notwithstanding the other requirements of this
section, the respective notices prescribed by this section need not be given to
a Participant if:

(i) the Plan "fully subsidizes" the cost of a
Qualified Joint and Survivor Annuity or qualified preretirement survivor
annuity; and

(ii) the Plan does not allow the Participant to
waive the Qualified Joint and Survivor Annuity or qualified preretirement
survivor annuity and does not allow a married Participant to designate a
nonspouse Beneficiary.

For purposes of this subsection, a plan fully subsidizes the
costs of a benefit if no increase in cost, or decrease in benefits to the
Participant may result from the Participant's failure to elect another benefit.

9.6 SAFE HARBOR RULES.

(a) This section shall apply to a Participant in a profit
sharing plan, and to any distribution, made on or after the first day of the
first Plan year beginning after December 31, 1988, from or under a separate
account attributable solely to accumulated deductible Employee contributions,
as defined in section 72(o)(5)(B) of the Code, and maintained on behalf of a
Participant in a money purchase pension plan (including a target benefit plan)
if the following conditions are satisfied:

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

(ii) on the death of a Participant, the
Participant's Vested Account Balance will be paid to the Participant's
Surviving Spouse, but if there is no Surviving Spouse, or if the Surviving
Spouse has consented in a manner conforming to a Qualified Election, then to
the Participant's Designated Beneficiary.

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<PAGE> 46
(b) The Surviving Spouse may elect to have distribution
of the Vested Account Balance commence within the ninety (90) day period
following the date of the Participant's death. The Account balance shall be
adjusted for gains or losses occurring after the Participant's death in
accordance with the provisions of the Plan governing the adjustment of Account
balances for other types of distributions.

(c) This section shall not be operative with respect to a
Participant in a profit sharing plan if the plan is a direct or indirect
transferee of a defined benefit plan, money purchase plan, a target benefit
plan, stock bonus, or profit sharing plan which is subject to the survivor
annuity requirements of sections 401(a)(11) and 417 of the Code. If this
section is operative, then the provisions of this ARTICLE, other than section
9.7, shall be inoperative.

(d) The Participant may waive the spousal death benefit
described in this section at any time provided that no such waiver shall be
effective unless it satisfies the conditions of section 9.4(c) (other than the
notification requirement referred to therein) that would apply to the
Participant's waiver of the qualified preretirement survivor annuity.

(e) For purposes of this section, Vested Account Balance
shall mean, in the case of a money purchase pension plan or a target benefit
plan, the Participant's separate Account balance attributable solely to
accumulated deductible Employee contributions within the meaning of section
72(o)(5)(B) of the Code. In the case of a profit sharing plan, Vested Account
Balance shall have the same meaning as provided in section 9.4(g).

9.7 TRANSITIONAL RULES.

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

(b) Any living Participant not receiving benefits on
August 23, 1984, who was credited with at least one (1) Hour of Service under
this Plan or a predecessor plan on or after September 2, 1974, and who is not
otherwise credited with any service in a Plan Year beginning on or after
January 1, 1976, must be given the opportunity to have his or her benefits paid
in accordance with subsection (d).

(c) The respective opportunities to elect (as described
in subsections (a) and (b) above) must be afforded to the appropriate
Participants during the period commencing on August 23, 1984, and ending on the
date benefits would otherwise commence to said Participants.

(d) Any Participant who has elected pursuant to
subsection (b) and any Participant who does not elect under subsection (a) or
who meets the requirements of subsection (a) except that such Participant does
not have at least ten (10) years of vesting service when he or she separates
from service, shall have his or her benefits distributed in accordance with all
of the following requirements if benefits would have been payable in the form
of a life annuity:

(i) Automatic Joint and Survivor Annuity. If
benefits in the form of a life annuity become payable to a married Participant
who:

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

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

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

(4) separates from service on or after
attaining Normal Retirement Age (or the qualified early retirement age) and
after satisfying the eligibility requirements for the payment of benefits under
the Plan and thereafter dies before beginning to receive such benefits; then
such benefits will be received under this Plan in the form of a Qualified Joint
and Survivor Annuity, unless the Participant has elected otherwise during the
Election Period. The Election Period must begin at least six (6) months before
the Participant attains qualified early retirement age and end not more than
ninety (90) days before the commencement of benefits. Any election hereunder
will be in writing and may be changed by the Participant at any time.

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

(e) The following terms shall have the meanings specified
herein:

(i) Qualified Early Retirement Age. The latest
of:

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

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

54
<PAGE> 47
(3) the date the Participant begins
participation.

(ii) Qualified Joint and Survivor Annuity. An
annuity for the life of the Participant with a survivor annuity for the life of
the Spouse as described in section 9.4(d).

ARTICLE 10
DISTRIBUTION PROVISIONS

10.1 VESTING ON DISTRIBUTION BEFORE BREAK IN SERVICE.

(a) If an Employee terminates service, and the value of
the Employee's Vested Account Balance derived from Employer and Employee
contributions is not greater than three thousand five hundred dollars ($3,500),
the Employee will receive a distribution of the value of the entire vested
portion of such Account balance and the nonvested portion will be treated as a
forfeiture. For purposes of this section, if the value of an Employee's Vested
Account Balance is zero, the Employee shall be deemed to have received a
distribution of such Vested Account Balance. A Participant's Vested Account
Balance shall not include accumulated deductible Employee contributions within
the meaning of section 72(o)(5)(B) of the Code for Plan Years beginning prior
to January 1, 1989.

(b) If an Employee terminates service and elects, in
accordance with this ARTICLE, to receive the value of his Vested Account
Balance, the nonvested portion will be treated as a forfeiture. If the
Employee elects to have distributed less than the entire vested portion of the
Account balance derived from Employer Contributions, the part of the nonvested
portion that will be treated as a forfeiture is the total nonvested portion
multiplied by a fraction, the numerator of which is the amount of the
distribution attributable to Employer Contributions and the denominator of
which is the total value of the vested Employer derived Account balance.

(c) If an Employee receives a distribution pursuant to
this section and the Employee resumes employment covered under this Plan, the
Employee's Employer- derived Account balance will be restored to the amount on
the date of distribution if the Employee repays to the Plan the full amount of
the distribution attributable to Employer Contributions before the earlier of
five (5) years after the first date on which the Participant is subsequently
reemployed by the Employer, or the date the Participant incurs five (5)
consecutive one (1) year Breaks in Service following the date of the
distribution. If an Employee is deemed to receive a distribution pursuant to
this section, and the Employee resumes employment covered under this Plan
before the date the Participant incurs five (5) consecutive one (1) year Breaks
in Service, upon the reemployment of such Employee, the Employer-derived
Account balance of the Employee will be restored to the amount on the date of
such deemed distribution.

10.2 RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS.

(a) If the value of a Participant's Vested Account
Balance derived from Employer and Employee contributions exceeds (or at the
time of any prior distribution exceeded) three thousand five hundred dollars
($3,500) and the Account balance is immediately distributable, the Participant
and the Participant's Spouse (or where either the Participant or the Spouse has
died, the survivor) must consent to any distribution of such Account balance.
The consent of the Participant and the Participant's Spouse shall be obtained
in writing within the ninety (90) day period ending on the Annuity Starting
Date. The Annuity Starting Date is the first day of the first period for which
an amount is paid as an annuity or any other form. The Plan Administrator
shall notify the Participant and the Participant's Spouse of the right to defer
any distribution until the Participant's Account balance is no longer
immediately distributable. Such notification shall include a general
description of the material features, and an explanation of the relative values
of, the optional forms of benefit available under the Plan in a manner that
would satisfy the notice requirements of section 417(a)(3), and shall be
provided no less than thirty (30) days and no more than ninety (90) days prior
to the Annuity Starting Date.

(b) Notwithstanding the provisions of subsection (a),
only the Participant need consent to the commencement of a distribution in the
form of a Qualified Joint and Survivor Annuity while the Account balance is
immediately distributable. (Furthermore, if payment in the form of a Qualified
Joint and Survivor Annuity is not required with respect to the Participant
pursuant to section 9.6 of the Plan, only the Participant need consent to the
distribution of an Account balance that is immediately distributable). Neither
the consent of the Participant nor the Participant's Spouse shall be required to
the extent that a distribution is required to satisfy section 401(a)(9) or
section 415 of the Code. In addition, upon termination of this Plan if the Plan
does not offer an annuity option (purchased from a commercial provider), the
Participant's Account balance may, without the Participant's consent, be
distributed to the Participant or transferred to another defined contribution
plan (other than an employee stock ownership plan as defined in section
4975(e)(7) of the Code) within the same controlled group.

(c) An Account balance is immediately distributable if
any part of the Account balance could be distributed to the Participant (or
Surviving Spouse) before the Participant attains (or would have attained if not
deceased) the later of Normal Retirement Age or age sixty-two (62).

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

10.3 COMMENCEMENT OF BENEFITS.

(a) Unless the Participant elects otherwise, distribution
of benefits will begin no later than the 60th day after the latest of the close
of the Plan Year in which:

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(i) the Participant attains age sixty-five (65)
(or Normal Retirement Age, if earlier);

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

(iii) the Participant terminates service with the
Employer.

(b) Notwithstanding the foregoing, the failure of a
Participant and Spouse to consent to a distribution while a benefit is
immediately distributable, within the meaning of section 10.2 of the Plan,
shall be deemed to be an election to defer commencement of payment of any
benefit sufficient to satisfy this section.

10.4 EARLY RETIREMENT WITH AGE AND SERVICE REQUIREMENT. If a
Participant separates from service before satisfying the age requirement for
early retirement, but has satisfied the service requirement, the Participant
will be entitled to elect an early retirement benefit upon satisfaction of such
age requirement.

10.5 NONTRANSFERABILITY OF ANNUITIES. Any annuity contract
distributed herefrom must be nontransferable.

10.6 CONFLICTS WITH ANNUITY CONTRACTS. The terms of any annuity
contract purchased and distributed by the Plan to a Participant or Spouse shall
comply with the requirements of this Plan.

ARTICLE 11
TIMING AND MODES OF DISTRIBUTION

11.1 GENERAL RULES.

(a) Subject to ARTICLE 9, the requirements of this
ARTICLE shall apply to any distribution of a Participant's interest and will
take precedence over any inconsistent provisions of this Plan. Unless
otherwise specified, the provisions of this ARTICLE apply to calendar years
beginning after December 31, 1984.

(b) All distributions required under this ARTICLE shall
be determined and made in accordance with the income tax regulations under
section 401(a)(9) of the Code, including the minimum distribution incidental
benefit requirement of section 1.401(a)(9)-2 of the proposed regulations.

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

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

(a) the life of the Participant;

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

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

11.4 DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR.

(a) Individual Account.

(i) If a Participant's Benefit is to be
distributed over (1) a period not extending beyond the Life Expectancy of the
Participant or the joint life and last survivor expectancy of the Participant
and the Participant's Designated Beneficiary or (2) a period not extending
beyond the Life Expectancy of the Designated Beneficiary, the amount required
to be distributed for each calendar year, beginning with distributions for the
first Distribution Calendar Year, must at least equal the quotient obtained by
dividing the Participant's Benefit by the Applicable Life Expectancy.

(ii) For calendar years beginning before January
1, 1989, if the Participant's Spouse is not the Designated Beneficiary, the
method of distribution selected must assure that at least fifty percent (50%)
of the present value of the amount available for distribution is paid within
the Life Expectancy of the Participant.

(iii) For calendar years beginning after December
31, 1988, the amount to be distributed each year, beginning with distributions
for the first Distribution Calendar Year shall not be less than the quotient
obtained by dividing the Participant's Benefit by the lesser of (1) the
Applicable Life Expectancy or (2) if the Participant's Spouse is not the
Designated Beneficiary, the applicable divisor determined from the table set
forth in Q&A-4 of section 1.401(a)(9)-2 of the proposed regulations.
Distributions after the death of the Participant shall be distributed using the
Applicable Life Expectancy in subsection (a)(i) above as the relevant divisor
without regard to proposed regulations section 1.401(a)(9)-2.

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

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

11.5 DEATH DISTRIBUTION PROVISIONS.

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

(b) Distribution Beginning After Death. If the
Participant dies before distribution of his or her interest begins,
distribution of the Participant's entire interest shall be completed by
December 31 of the calendar year

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<PAGE> 49
containing the fifth anniversary of the Participant's death except to the
extent that an election is made to receive distributions in accordance with (i)
or (ii) below:

(i) if any portion of the Participant's
interest is payable to a Designated Beneficiary, distributions may be made over
the life or over a period certain not greater than the Life Expectancy of the
Designated Beneficiary commencing on or before December 31 of the calendar year
immediately following the calendar year in which the Participant died;

(ii) if the Designated Beneficiary is the
Participant's Surviving Spouse, the date distributions are required to begin in
accordance with (i) above shall not be earlier than the later of (1) December
31 of the calendar year immediately following the calendar year in which the
Participant died and (2) December 31 of the calendar year in which the
Participant would have attained age seventy and one-half (70 1/2).

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

(d) For purposes of subsection (b) above, if the
Surviving Spouse dies after the Participant, but before payments to such Spouse
begin, the provisions of subsection (b), with the exception of paragraph (ii)
therein, shall be applied as if the Surviving Spouse were the Participant.

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

(f) For the purposes of this section, distribution of a
Participant's interest is considered to begin on the Participant's Required
Beginning Date (or, if subsection (d) above is applicable, the date
distribution is required to begin to the Surviving Spouse pursuant to
subsection (b) above). If distribution in the form of an annuity described in
section 11.4(b) above irrevocably commences to the Participant before the
Required Beginning Date, the date distribution is considered to begin is the
date distribution actually commences.

11.6 Designation of Beneficiary. Subject to the rules of ARTICLE
9, a Participant (or former Participant) may designate from time to time any
person or persons (who may be designated contingently or successively and may
be an entity other than a natural person) as his Beneficiary who will be
entitled to receive any undistributed amounts credited to the Participant's
separate Account under the Plan at the time of the Participant's death. Any
such Beneficiary designation by a Participant shall be made in writing in the
manner prescribed by the Plan Administrator, and shall be effective only when
filed with the Plan Administrator during the Participant's lifetime. A
Participant may change or revoke his Beneficiary designation at any time in the
manner prescribed by the Plan Administrator. If any portion of the
Participant's Account is invested in insurance pursuant to ARTICLE 14, the
Beneficiary of the benefits under the insurance policy shall be the person or
persons designated under the policy. If the Designated Beneficiary (or each of
the Designated Beneficiaries) predeceases the Participant, the Participant's
Beneficiary designation shall be ineffective. If no Beneficiary designation is
in effect at the time of the Participant's death, his Beneficiary shall be his
estate.

11.7 DEFINITIONS.

(a) Applicable Life Expectancy. The Life Expectancy (or
joint and last survivor expectancy) calculated using the attained age of the
Participant (or Designated Beneficiary) as of the Participant's (or Designated
Beneficiary's) birthday in the applicable calendar year reduced by one (1) for
each calendar year which has elapsed since the date Life Expectancy was first
calculated. If Life Expectancy is being recalculated, the Applicable Life
Expectancy shall be the Life Expectancy as so recalculated. The applicable
calendar year shall be the first Distribution Calendar Year, and if Life
Expectancy is being recalculated such succeeding calendar year. If annuity
payments commence in accordance with section 11.4(b) before the Required
Beginning Date, the applicable calendar year is the year such payments commence.
If distribution is in the form of an immediate annuity purchased after the
Participant's death with the Participant's remaining interest, the applicable
calendar year is the year of purchase.

(b) Designated Beneficiary. The individual who is
designated as the Beneficiary under the Plan in accordance with section
401(a)(9) and the proposed regulations thereunder.

(c) Distribution Calendar Year. A calendar year for
which a minimum distribution is required. For distributions beginning before
the Participant's death, the first Distribution Calendar Year is the calendar
year immediately preceding the calendar year which contains the Participant's
Required Beginning Date. For distributions beginning after the Participant's
death, the first Distribution Calendar Year is the calendar year in which
distributions are required to begin pursuant to section 11.5 above.

(d) Life Expectancy.

(i) Life Expectancy and joint and last survivor
expectancy are computed by use of the expected return multiples in Tables V and
VI of section 1.72-9 of the income tax regulations.

(ii) Unless otherwise elected by the Participant
(or Spouse, in the case of distributions described in section 11.5(b)(ii)
above) by the time distributions are required to begin, life expectancies shall
be recalculated

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annually. Such election shall be irrevocable as to the Participant (or Spouse)
and shall apply to all subsequent years. The Life Expectancy of a non-Spouse
Beneficiary may not be recalculated.

(e) Participant's Benefit.

(i) The Account balance as of the last
valuation date in the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year) increased by the amount of any
contributions or forfeitures allocated to the Account balance as of dates in
the valuation calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the valuation date.

(ii) For purposes of subsection (i) above, if
any portion of the minimum distribution for the first Distribution Calendar
Year is made in the second Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in the second
Distribution Calendar Year shall be treated as if it had been made in the
immediately preceding Distribution Calendar Year.

(f) Required Beginning Date.

(i) General Rule. The Required Beginning Date
of a Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age seventy and one-half (70
1/2).

(ii) Transitional Rules. The Required Beginning
Date of a Participant who attains age seventy and one-half (70 1/2) before
January 1, 1988, shall be determined in accordance with (1) or (2) below:

(1) Non-Five-Percent Owners. The
Required Beginning Date of a Participant who is not a Five Percent (5%) Owner
is the first day of April of the calendar year following the calendar year in
which the later of retirement or attainment of age seventy and one- half (70
1/2) occurs.

(2) Five Percent Owners. The Required
Beginning Date of a Participant who is a Five Percent (5%) Owner during any
year beginning after December 31, 1979, is the first day of April following the
later of:

(A) the calendar year in which the
Participant attains age seventy and
one-half (70 1/2); or

(B) the earlier of the calendar
year with or within which ends the Plan Year in which the Participant becomes a
Five Percent (5%) Owner, or the calendar year in which the Participant retires.
The Required Beginning Date of a Participant who is not a Five Percent (5%)
Owner who attains age seventy and one- half (70 1/2) during 1988 and who has
not retired as of January 1, 1989, is April 1, 1990.

(iii) Five Percent Owner. A Participant is
treated as a Five Percent (5%) Owner for purposes of this section if such
Participant is a Five Percent (5%) Owner as defined in section 416(i) of the
Code (determined in accordance with section 416 but without regard to whether
the Plan is top-heavy) at any time during the Plan Year ending with or within
the calendar year in which such owner attains age sixty-six and one-half (66
1/2) or any subsequent year.

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

11.8 TRANSITIONAL RULE.

(a) Notwithstanding the other requirements of this
ARTICLE and subject to the requirements of ARTICLE 9, distribution on behalf of
any Employee, including a Five Percent (5%) Owner, may be made in accordance
with all of the following requirements (regardless of when such distribution
commences):

(i) The distribution by the Trust is one which
would not have disqualified such trust under section 401(a)(9) of the Internal
Revenue Code as in effect prior to amendment by the Deficit Reduction Act of
1984.

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

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

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

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

(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Employee.

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

(d) If a designation is revoked, any subsequent
distribution must satisfy the requirements of section 401(a)(9) of the Code and
the proposed regulations thereunder. If a designation is revoked subsequent to
the date distributions are required to begin, the Trust must distribute by the
end of the calendar year following the calendar year in which the revocation
occurs the total amount not yet distributed which would have been required to
have been distributed to satisfy section 401(a)(9) of the Code and the
regulations thereunder but for the section 242(b)(2) election.

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For calendar years beginning after December 31, 1988, such distributions must
meet the minimum distribution incidental benefit requirements in section
1.401(a)(9)-2 of the proposed regulations. Any changes in the designation will
be considered to be a revocation of the designation. However, the mere
substitution or addition of another beneficiary (one not named in the
designation) under the designation will not be considered to be a revocation of
the designation, so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, directly
or indirectly (for example, by altering the relevant measuring life). In the
case in which an amount is transferred or rolled over from one plan to another
plan, the rules in Q&A J-2 and Q&A J-3 shall apply.

11.9 OPTIONAL FORMS OF BENEFIT.

(a) Except to the extent benefits are required to be paid
in the form of an automatic joint and survivor annuity under ARTICLE 9, any
amount which a Participant shall be entitled to receive under the Plan shall be
distributed in one or a combination of the following ways:

(i) in a lump-sum payment of cash, the amount
of which shall be determined by redeeming all Shares credited to the
Participant's Account under the Plan as of the date of distribution;

(ii) in a lump-sum payment including a
distribution in kind of all Shares credited to the Participant's Account under
the Plan as of the date of distribution;

(iii) in substantially equal monthly, quarterly,
or annual installment payments of cash, or the distribution of Shares in kind,
over a period certain not to exceed the Life Expectancy of the Participant or
the joint and last survivor Life Expectancy of the Participant and his
Beneficiary, determined in each case as of the earlier of: (1) the end of the
Plan Year in which occurs the event entitling the Participant to a distribution
of benefits, or (2) the date such installments commence;

(iv) if permitted by the Sponsor, in monthly,
quarterly, or annual installment payments of cash, or the distribution of
Shares in kind, so that the amount distributed in each Plan Year equals the
quotient obtained by dividing the Participant's Account at the beginning of
that Plan Year by the joint and last survivor Life Expectancy of the
Participant and the Beneficiary for that Plan Year. The Life Expectancy will
be computed using the recomputation method described in section 11.7(d).
Unless the Spouse of the retired Participant is the Beneficiary, the actuarial
present value of all expected payments to the retired Participant must be more
than fifty percent (50%) of the actuarial present value of payments to the
retired Participant and the Beneficiary; or

(v) by application of the Participant's vested
Account to the purchase of a nontransferable immediate or deferred annuity
contract, on an individual or group basis. Unless the Spouse of the retired
Participant is the Beneficiary, the actuarial present value of all expected
payments to the retired Participant must be more than fifty percent (50%) of
the actuarial present value of payments to the retired Participant and the
Beneficiary.

(b) If the Participant fails to select a method of
distribution, except as may be required by ARTICLE 9, all amounts which he is
entitled to receive under the Plan shall be distributed to him in a lump-sum
payment.

ARTICLE 12
WITHDRAWALS

12.1 WITHDRAWAL OF NONDEDUCTIBLE VOLUNTARY CONTRIBUTIONS. Subject
to the Qualified Election requirements of ARTICLE 9 and section 12.3, any
Participant who has made nondeductible voluntary contributions may, upon thirty
(30) days notice in writing filed with the Plan Administrator, have paid to him
all or any portion of the fair market value of his nondeductible voluntary
contribution subaccount.

12.2 HARDSHIP WITHDRAWALS. If the Adoption Agreement so provides
and the Employer elects, this section applies only to the profit sharing
contribution subaccount and only if the profit sharing allocation formula
selected in the Adoption Agreement is not integrated with Social Security.

(a) Demonstration of Need. Subject to the Qualified
Election requirements of ARTICLE 9 and section 12.3, if a Participant
establishes an immediate and heavy financial need for funds because of a
hardship resulting from the purchase or renovation of a primary residence, the
education of the Participant or a member of his immediate family (including
special education), the medical or personal expenses of the Participant or a
member of his immediate family, or other demonstrable emergency as determined
by the Plan Administrator on a uniform and nondiscriminatory basis, the
Participant shall be permitted, subject to the limitations of subsection (b)
below, to make a hardship withdrawal of an amount credited to his profit
sharing contribution subaccount under the Plan.

(b) Amount of Hardship Withdrawal. The amount of any
hardship withdrawal by a Participant under subsection (a) above shall not
exceed the amount required to meet the immediate financial need created by the
hardship and not reasonably available from other resources of the Participant.

(c) Prior Withdrawal of Nondeductible Voluntary
Participant Contributions. A Participant shall not be permitted to make a
hardship withdrawal under subsection (a) above unless he has already withdrawn,
in accordance with section 12.1, any amount credited to his nondeductible
voluntary contributions subaccount.

12.3 MANNER OF MAKING WITHDRAWALS. Any withdrawal by a Participant
under the Plan shall be made only after the Participant files a written request
with the Plan Administrator specifying the nature of the withdrawal (and the
reasons therefor, if a hardship withdrawal), and the amount of funds requested
to be withdrawn. Upon approving any withdrawal, the Plan Administrator shall
furnish the Trustee with written instructions directing the Trustee to make the
withdrawal in a lump-sum payment of cash to the Participant. In making any
withdrawal payment, the Trustee shall be fully

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entitled to rely on the instructions furnished by the Plan Administrator, and
shall be under no duty to make any inquiry or investigation with respect
thereto. Unless section 9.6 is applicable, if the Participant is married, his
Spouse must consent to the withdrawal pursuant to a Qualified Election (as
defined in section 9.4(c)) within the ninety (90) day period ending on the date
of the withdrawal.

12.4 LIMITATIONS ON WITHDRAWALS. The Plan Administrator may
prescribe uniform and nondiscriminatory rules and procedures limiting the
number of times a Participant may make a withdrawal under the Plan during any
Plan Year, and the minimum amount a Participant may withdraw on any single
occasion.

ARTICLE 13
LOANS

13.1 GENERAL PROVISIONS.

(a) If the Adoption Agreement so provides and the
Employer so elects, loans shall be made available to any Participant or
Beneficiary who is a party-in-interest (as defined in section 3(14) of ERISA)
on a reasonably equivalent basis. A Participant or Beneficiary who is not a
party-in-interest (as defined in section 3(14) of ERISA) shall not be eligible
to receive a loan under this ARTICLE.

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

(d) No Participant loan shall exceed the present value of
the Participant's Vested Account Balance.

(e) Unless section 9.6 is applicable, a Participant must
obtain the consent of his or her Spouse, if any, to use of the Account balance
as security for the loan. Spousal consent shall be obtained no earlier than
the beginning of the ninety (90) day period that ends on the date on which the
loan is to be so secured. The consent must be in writing, must acknowledge the
effect of the loan, and must be witnessed by a Plan representative or notary
public. Such consent shall thereafter be binding with respect to the
consenting Spouse or any subsequent Spouse with respect to that loan. A new
consent shall be required if the Account balance is used for renegotiation,
extension, renewal or other revision of the loan.

(f) In the event of default, foreclosure on the note and
attachment of security will not occur until a distributable event occurs under
the Plan.

(g) Loans will not be made to any shareholder-employee or
Owner-Employee. For purposes of this requirement, a shareholder-employee means
an Employee or officer of an electing small business (subchapter S) corporation
who owns (or is considered as owning within the meaning of section 318(a)(1) of
the Code), on any day during the taxable year of such corporation, more than
five percent (5%) of the outstanding stock of the corporation.

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

13.2 ADMINISTRATION OF LOAN PROGRAM.

(a) The Plan's loan program will be administered by the
Plan Administrator.

(b) Loan requests shall be made on a form prescribed by
the Plan Administrator and shall comply with section 13.4.

(d) The rate of interest to be charged on loans shall be
determined under section 13.5.

(e) The only collateral that may be used as security for
a loan, and the limitations and requirements applicable,
are determined under section 13.6.

(f) The rules regarding defaults are set forth in section
13.9.

13.3 AMOUNT OF LOAN. Loans to any Participant or Beneficiary will
not be made to the extent that such loan, when added to the outstanding balance
of all other loans to the Participant or Beneficiary, would exceed the lesser
of:
(a) fifty thousand dollars ($50,000) reduced by the
excess (if any) of the highest outstanding balance of loans during the one (1)
year period ending on the day before the loan is made, over the outstanding
balance of loans from the Plan on the date the loan is made; or

(b) one-half (1/2) the present value of the
nonforfeitable accrued benefit of the Participant.

(c) For the purpose of the above limitation, all loans
from all plans of the Employer and other members of a group of employers
described in sections 414(b), 414(c) and 414(m) of the Code are aggregated.

13.4 MANNER OF MAKING LOANS. A request by a Participant for a loan
shall be made in writing to the Plan Administrator and shall specify the amount
of the loan, and the subaccount(s) or Shares of the Participant from which the
loan should be made. The terms and conditions on which the Plan Administrator
shall approve loans under the Plan shall be applied on a uniform and
nondiscriminatory basis with respect to all Participants. If a Participant's
request for a loan is

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approved by the Plan Administrator, the Plan Administrator shall furnish the
Trustee with written instructions directing the Trustee to make the loan in a
lump-sum payment of cash to the Participant. In making any loan payment under
this ARTICLE, the Trustee shall be fully entitled to rely on the instructions
furnished by the Plan Administrator and shall be under no duty to make any
inquiry or investigation with respect thereto.

13.5 TERMS OF LOAN. Loans shall be made on such terms and subject
to such limitations as the Plan Administrator may prescribe. Furthermore, any
loan shall, by its terms, require that repayment (principal and interest) be
amortized in level payments, not less frequently than quarterly, over a period
not extending beyond five (5) years from the date of the loan, unless such loan
is used to acquire a dwelling unit which, within a reasonable time (determined
at the time the loan is made) will be used as the principal residence of the
Participant. The rate of interest to be charged shall be determined by the
Plan Administrator in accordance with the rates quoted by representative
financial institutions in the local area for similar loans.

13.6 SECURITY FOR LOAN. Any loan to a Participant under the Plan
shall be secured by the pledge of all the Participant's right, title, and
interest in the Trust. Such pledge shall be evidenced by the execution of a
promissory note by the Participant which shall provide that, in the event of
any default by the Participant on a loan repayment, the Plan Administrator
shall be authorized (to the extent permitted by law) to deduct the amount of
the loan outstanding and any unpaid interest due thereon from the Participant's
wages or salary to be thereafter paid by the Employer, and to take any and all
other actions necessary and appropriate to enforce collection of the unpaid
loan. An assignment or pledge of any portion of the Participant's interest in
the Plan and a loan, pledge, or assignment with respect to any insurance
contract purchased under the Plan, will be treated as a loan under this
section. In the event the value of the Participant's vested Account at any
time is less than one hundred twenty- five percent (125%) of the outstanding
loan balance, the Plan Administrator shall request additional collateral of
sufficient value to adequately secure the repayment of the loan. Failure to
provide such additional collateral upon a request of the Plan Administrator
shall constitute an event of default.

13.7 SEGREGATED INVESTMENT. Loans shall be considered a
Participant directed investment and, for the limited purposes of allocating
earnings and losses pursuant to ARTICLE 5, shall not be considered a part of
the common fund under the Trust.

13.8 REPAYMENT OF LOAN. The Plan Administrator shall have the sole
responsibility for ensuring that a Participant timely makes all loan
repayments, and for notifying the Trustee in the event of any default by the
Participant on the loan. Each loan repayment shall be paid to the Trustee and
shall be accompanied by written instructions from the Plan Administrator that
identify the Participant on whose behalf the loan repayment is being made.

13.9 DEFAULT ON LOAN.

(a) In the event of a termination of the Participant's
employment with the Affiliated Employers or a default by a Participant on a
loan repayment, all remaining payments on the loan shall be immediately due and
payable. The Employer shall, upon the direction of the Plan Administrator, to
the extent permitted by law, deduct the total amount of the loan outstanding
and any unpaid interest due thereon from the wages or salaries payable to the
Participant by the Employer in accordance with the Participant's promissory
note. In addition, the Plan Administrator shall take any and all other actions
necessary and appropriate to enforce collection of the unpaid loan. However,
attachment of the Participant's Account pledged as security will not occur
until a distributable event occurs under the Plan.

(b) For purposes of this section, the term "default"
shall mean failure, by a period of at least ten (10) days, to make any loan
payment (whether principal or interest or both) that is due and payable.
Neither the Plan Administrator nor any other fiduciary is required to give any
written or oral notice of default.

13.10 UNPAID AMOUNTS. Upon the occurrence of a Participant's
retirement or death, or upon a Participant's fifth consecutive Break in Service
or earlier distribution, the unpaid balance of any loan, including any unpaid
interest, shall be deducted from any payment or distribution from the Trust to
which such Participant or his Beneficiary may be entitled. If after charging
the Participant's Account with the unpaid balance of the loan, including any
unpaid interest, there still remains an unpaid balance of any such loan and
interest, then the remaining unpaid balance of such loan and interest shall be
charged against any property pledged as security with respect to such loan.

ARTICLE 14
INSURANCE

14.1 INSURANCE. If the Adoption Agreement so provides and the
Employer elects to allocate or permit Participants to allocate a portion of
their Accounts to purchase life insurance, the ensuing subsections of this
ARTICLE shall apply.

14.2 POLICIES. The Plan Administrator shall instruct the Trustee
to procure one or more life insurance policies on the Participant's life, the
terms of which shall conform to the requirements of the Plan and the Code. The
policies and the companies which write them shall be subject to the approval of
the Plan Administrator and the Trustee. The Trustee shall procure and hold
such policies in its name or the name of the nominee. The Trustee shall be the
sole owner of all contracts purchased hereunder, and it shall be so designated
in each policy and application therefor.

14.3 BENEFICIARY. The Participant shall have the right to name the
Beneficiary and to choose the benefit option under the policy for the
Beneficiary. The Trustee shall designate the Beneficiary of all such policies
in accordance with the written directions of the Plan Administrator and the
policy terms. Such designations may be outlined in the original application as
forwarded to the issuing company. However, the Plan Administrator shall have
available and shall furnish the

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Participant with the necessary forms for any Beneficiary designation or change
of Beneficiary and it will keep a copy of all executed designations as part of
its records. Upon a Participant's death, the Plan Administrator will promptly
furnish the Trustee a copy of the last designation and shall authorize the
Trustee to complete such forms as the insurance company may require in order to
effect the benefit option.

14.4 PAYMENT OF PREMIUMS. Subject to the provisions of sections
7.3 and 14.5, premium payments to the insurer may be made only by the Trustee
with respect to any insurance policy purchased on behalf of a Participant and
shall constitute first an investment of a portion of the funds of the
Participant's Employer Contribution subaccounts up to the maximum amount of
such subaccounts permitted to be applied toward such premium payments, as
provided in section 14.5. If a Participant's subaccounts lack sufficient
assets to pay premiums on a life insurance policy due on his behalf, the
Trustee, at the direction of the Plan Administrator, acting upon the request of
the Participant, shall borrow under the policy loan provisions, if any, the
amount necessary to pay such premiums, using the cash value of the insurance as
security, or the Trustee may liquidate assets held in the Participant's
Account, in the same order, of sufficient value to pay such premiums. Any
loans shall be repaid by the application of earnings, contributions, or
forfeitures to the Account of the Participant insured by such policy. In the
absence of the Plan Administrator's direction to borrow or to liquidate assets
to pay premiums, the life insurance policy shall be put on a paid-up basis or,
if it has no cash value, canceled.

14.5 LIMITATION ON INSURANCE PREMIUMS. The Trustee shall not pay,
nor shall anyone on behalf of the Trustee pay, any life insurance premium for
any Participant out of the Participant's Employer Contribution subaccounts
unless the amount of such payment, plus all premiums previously so paid on
behalf of the Participant, is less than fifty percent (50%) of the Employer
Contributions and forfeitures allocated to the Participant's Employer
Contribution subaccounts as determined on the date such premium is paid with
respect to reserve life insurance policies and shall be less than twenty-five
percent (25%) thereof with respect to nonreserve (term) policies, or, if both
reserve life and term insurance are purchased on the life of any Participant,
the sum of the term insurance premium plus one-half (1/2) of the reserve life
premiums may not exceed twenty- five percent (25%) of the Employer
Contributions made on behalf of such Participant. For purposes of these
incidental insurance provisions, reserve life insurance contracts are contracts
with both nondecreasing death benefits and nonincreasing premiums. Dividends
received on life insurance policies shall be considered a reduction of premiums
paid in such computations.

If payment of premiums on a Participant's life insurance
policy is prohibited because of the limitation, the Trustee, as directed by the
Plan Administrator, shall permit the Participant to maintain that part of the
coverage made available by the prohibited premiums, either by payment of the
amount of the prohibited premium by the Participant from sources other than the
Trust or by distributing the policy to the extent of the Participant's vested
interest to the Participant and eliminating it from the Trust.

Nothing contained in the foregoing provisions of section 14.4
and this section shall be deemed to authorize the payment of any premium or
premiums for any Participant which would result in a failure to maintain any
mandatory investment in Shares required by the Sponsor in the Account or
subaccounts of any such Participant.

14.6 INSURANCE COMPANY. No insurance company which may issue any
policies for the purposes of this Plan shall be required to take or permit any
action contrary to the provisions of said policies, nor shall such insurance
company be deemed to be a party to, or responsible for the validity of, this
Plan for any purpose. No such insurance company shall be required to look into
the terms of this Plan or question any action of the Trustee hereunder, nor be
responsible to see that any action of the Trustee is authorized by the terms of
this Plan. Any such issuing insurance company shall be fully discharged from
any and all liability for any amount paid to the Trustee or paid in accordance
with the direction of the Trustee, as the case may be, or for any change made
or action taken by such insurance company upon such direction and no such
insurance company shall be obliged to see to the distribution or further
application of any monies paid by it. The certificate of the Trustee signed by
one of its trust officers, assistant secretary, or other authorized
representative thereof, may be received by any insurance company as conclusive
evidence of any of the matters mentioned in this Plan and any insurance company
shall be fully protected in taking or permitting any action on the faith
thereof and shall incur no liability or responsibility for so doing.

14.7 DISTRIBUTION OF POLICIES. Upon a Participant's death, the
Trustee, upon direction of the Plan Administrator, shall procure the payment of
the proceeds of any policy held by the Participant in accordance with its terms
and this Plan. The Trustee shall be required to pay over all the proceeds of
any policy to the Participant's Designated Beneficiary in accordance with the
distribution provisions of this Plan. A Participant's Spouse will be the
Designated Beneficiary unless a Qualified Election has been made in accordance
with section 9.4(c) of the Plan. Under no circumstances shall the Trust retain
any part of the proceeds. Subject to the joint and survivor annuity
requirements of ARTICLE 9, the policies shall be converted or distributed upon
commencement of benefits in accordance with the provisions of this section.
Upon a Participant's retirement at or after his Normal Retirement Age, unless
there is a single sum distribution in which case any policy shall be
distributed, any such policy shall be converted to a paid-up contract and
delivered to the Participant but the Plan Administrator may, with the
Participant's consent, direct that a portion or all of such cash value of the
policy be converted to provide retirement income as permitted within the terms
of the policy and this Plan. Upon a Participant's retirement due to Total and
Permanent Disability, any such policy shall be held for his account and
assigned or delivered to the Participant in addition to any other benefits
provided by this Plan. Upon a Participant's termination of employment for
reasons other than death, Total and Permanent Disability, or retirement as
stated above, to the extent of life insurance

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purchased by Employer Contributions, he shall be entitled to a vested interest
in any policy held for his account as his interest is vested in the remainder
of his Employer Contribution subaccounts (exclusive of any such policy).
Whenever the Participant is entitled to one hundred percent (100%) vesting,
then such policy shall be assigned and delivered to the Participant in
accordance with its terms and the terms of the Plan. Whenever the Participant
is entitled to vesting of less than one hundred percent (100%), then the
Participant shall be entitled to a vested interest of the cash surrender value
of any such policy equal to his percent of vested interest in his Employer
Contribution subaccounts, exclusive of the policy, and one of the following
distribution procedures shall apply:

(a) If the nonvested portion of the cash surrender value
of all policies held for the Participant's Account is less than the amount of
his vested termination benefit exclusive of the policies, then, such policy
shall be assigned to the Participant and the remainder of the Participant's
vested interest in the Participant's Employer Contribution subaccounts shall be
reduced by the cash surrender value of the nonvested portion of all policies,
after which it shall be paid or distributed to the Participant in accordance
with the terms of the Plan; or

(b) If the nonvested portion of the cash surrender value
of all policies held for the Participant's Account exceeds the Participant's
vested interest in the Employer Contribution subaccount exclusive of such
policies, the Participant shall be given the opportunity to purchase such
policies by paying to the Trustee the amount of such excess within thirty (30)
days after notice to him of the amount to be paid. Upon receipt of such
payment said policy shall be assigned and delivered to the Participant to the
full satisfaction of all termination benefits under this Plan. Any such policy
not so purchased shall be surrendered by the Trustee for its cash value and the
proceeds thereof deposited in the Trust for reallocation pursuant to ARTICLE 5.

It is the intention hereof that the total termination benefit
of a Participant whose interest is not fully vested shall be equal to the sum
of the vested percentage of his Employer Contribution subaccounts exclusive of
all such policies and the same percentage of the cash value of all such
policies held for his Account. To the extent possible under the foregoing
provisions, such total termination benefits shall be satisfied by the transfer
and delivery to the Participant of one or more such policies with the balance,
if any, to be paid in cash or in kind.

14.8 POLICY FEATURES. The Trustee shall arrange, where possible,
that all policies purchased for the benefit of a Participant shall have the
same dividend option which shall be on the premium reduction plan, and as
nearly as may be possible all policies issued under the Plan shall have the
same anniversary date. To the extent any dividends or credits earned on
insurance policies are not applied toward the next premiums due, they shall be
allocated to the Participant's Employer Contribution subaccount in the same
manner as a Participant's directed investment.

14.9 CHANGED CONDITIONS. From time to time because of changed
conditions, the Trustee, acting at the direction of the Plan Administrator upon
the election of the Participant concerned, shall obtain an additional contract
or policy or make such change in the contracts or policies maintained by the
Trustee on the life of the Participant as may be required by such changed
conditions, within the limits permitted by the insurance company which issued
or is requested to issue a contract and the limits established by this Plan.

14.10 CONFLICTS. In the event of any conflict between the terms of
the Plan and the provisions of any contract issued hereunder, the terms of the
Plan shall control.

ARTICLE 15
ADMINISTRATION

15.1 DUTIES AND RESPONSIBILITIES OF FIDUCIARIES; ALLOCATION OF
FIDUCIARY RESPONSIBILITY. A fiduciary of the Plan shall have only those
specific powers, duties, responsibilities, and obligations as are explicitly
given him under the Plan and Trust Agreement. In general, the Employer shall
have the sole responsibility for making contributions to the Plan required
under ARTICLE 4; appointing the Trustee and the Plan Administrator; and
determining the funds available for investment under the Plan. The Plan
Administrator shall have the sole responsibility for the administration of the
Plan, as more fully described in section 15.2. It is intended that each
fiduciary shall be responsible only for the proper exercise of his own powers,
duties, responsibilities, and obligations under the Plan and Trust Agreement,
and shall not be responsible for any act or failure to act of another
fiduciary. A fiduciary may serve in more than one fiduciary capacity with
respect to the Plan.

15.2 POWERS AND RESPONSIBILITIES OF THE PLAN ADMINISTRATOR.

(a) Administration of the Plan. The Plan Administrator
shall have all powers necessary to administer the Plan, including the power to
construe and interpret the Plan documents; to decide all questions relating to
an individual's eligibility to participate in the Plan; to determine the
amount, manner, and timing of any distribution of benefits or withdrawal under
the Plan; to approve and ensure the repayment of any loan to a Participant
under the Plan; to resolve any claim for benefits in accordance with section
15.7; and to appoint or employ advisors, including legal counsel; to render
advice with respect to any of the Plan Administrator's responsibilities under
the Plan. Any construction, interpretation, or application of the Plan by the
Plan Administrator shall be final, conclusive, and binding. All actions by the
Plan Administrator shall be taken pursuant to uniform standards applied to all
persons similarly situated. The Plan Administrator shall have no power to add
to, subtract from, or modify any of the terms of the Plan, or to change or add
to any benefits provided by the Plan, or to waive or fail to apply any
requirements of eligibility for a benefit under the Plan.

(b) Records and Reports. The Plan Administrator shall be
responsible for maintaining sufficient records to reflect the Eligibility
Computation Periods in which an Employee is credited with one or more Years of
Service

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for purposes of determining his eligibility to participate in the Plan, and the
Compensation of each Participant for purposes of determining the amount of
contributions that may be made by or on behalf of the Participant under the
Plan. The Plan Administrator shall be responsible for submitting all required
reports and notifications relating to the Plan to Participants or their
Beneficiaries, the Internal Revenue Service and the Department of Labor.

(c) Furnishing Trustee with Instructions. The Plan
Administrator shall be responsible for furnishing the Trustee with written
instructions regarding all contributions to the Trust, all distributions to
Participants in accordance with ARTICLE 10, all withdrawals by Participants in
accordance with ARTICLE 12, all loans to Participants in accordance with
ARTICLE 13 and all purchases of life insurance in accordance with ARTICLE 14.
In addition, the Plan Administrator shall be responsible for furnishing the
Trustee with any further information respecting the Plan which the Trustee may
request for the performance of its duties or for the purpose of making any
returns to the Internal Revenue Service or Department of Labor as may be
required of the Trustee.

(d) Rules and Decisions. The Plan Administrator may
adopt such rules as it deems necessary, desirable, or appropriate in the
administration of the Plan. All rules and decisions of the Plan Administrator
shall be applied uniformly and consistently to all Participants in similar
circumstances. When making a determination or calculation, the Plan
Administrator shall be entitled to rely upon information furnished by a
Participant or Beneficiary, the Employer, the legal counsel of the Employer, or
the Trustee.

(e) Application and Forms for Benefits. The Plan
Administrator may require a Participant or Beneficiary to complete and file
with it an application for a benefit, and to furnish all pertinent information
requested by it. The Plan Administrator may rely upon all such information so
furnished to it, including the Participant's or Beneficiary's current mailing
address.

(f) Facility of Payment. Whenever, in the Plan
Administrator's opinion, a person entitled to receive a payment of a benefit or
installment thereof is under a legal disability or is incapacitated in any way
so as to be unable to manage his financial affairs, as determined by a court of
competent jurisdiction, it may direct the Trustee to make payments to such
person or to the legal representative or to a relative or friend of such person
for that person's benefit, or it may direct the Trustee to apply the payment
for the benefit of such person in such manner as it considers advisable.

15.3 ALLOCATION OF DUTIES AND RESPONSIBILITIES. The Plan
Administrator may, by written instrument, allocate among its members or
employees any of its duties and responsibilities not already allocated under
the Plan or may designate persons other than members or employees to carry out
any of the Plan Administrator's duties and responsibilities under the Plan.
Any such duties or responsibilities thus allocated must be described in the
written instrument. If a person other than an Employee of the Employer is so
designated, such person must acknowledge in writing his acceptance of the
duties and responsibilities allocated to him.

15.4 APPOINTMENT OF THE PLAN ADMINISTRATOR. The Employer shall
designate in the Adoption Agreement the Plan Administrator who shall administer
the Employer's Plan. Such Plan Administrator may consist of an individual, a
committee of two or more individuals, whether or not, in either such case, the
individual or any of such individuals are Employees of the Employer, a
consulting firm or other independent agent, the Trustee (with its consent), or
the Employer itself. The Plan Administrator shall be charged with the full
power and the responsibility for administering the Plan in all its details. If
no Plan Administrator has been appointed by the Employer, or if the person
designated as Plan Administrator by the Employer is not serving as such for any
reason, the Employer shall be deemed to be the Plan Administrator of the Plan.
The Plan Administrator may be removed by the Employer, or may resign by giving
notice in writing to the Employer, and in the event of the removal,
resignation, or death, or other termination of service by the Plan
Administrator, the Employer shall, as soon as practicable, appoint a successor
Plan Administrator, such successor thereafter to have all of the rights,
privileges, duties, and obligations of the predecessor Plan Administrator.

15.5 EXPENSES. The Employer shall pay all expenses authorized and
incurred by the Plan Administrator in the administration of the Plan except to
the extent such expenses are paid from the Trust.

15.6 LIABILITIES. The Plan Administrator and each person to whom
duties and responsibilities have been allocated pursuant to section 15.3 may be
indemnified and held harmless by the Employer with respect to any alleged
breach of responsibilities performed or to be performed hereunder. The
Employer and each Affiliated Employer shall indemnify and hold harmless the
Sponsor against all claims, liabilities, fines, and penalties, and all expenses
reasonably incurred by or imposed upon him (including, but not limited to,
reasonable attorney's fees) which arise as a result of actions or failure to
act in connection with the operation and administration of the Plan.

15.7 CLAIMS PROCEDURE.

(a) Filing a Claim. Any Participant or Beneficiary under
the Plan may file a written claim for a Plan benefit with the Plan
Administrator or with a person named by the Plan Administrator to receive
claims under the Plan.

(b) Notice of Denial of Claim. In the event of a denial
or limitation of any benefit or payment due to or requested by any Participant
or Beneficiary under the Plan ("claimant"), claimant shall be given a written
notification containing specific reasons for the denial or limitation of his
benefit. The written notification shall contain specific reference to the
pertinent Plan provisions on which the denial or limitation of his benefit is
based. In addition, it shall contain a description of any other material or
information necessary for the claimant to perfect a claim, and an explanation
of why such material or information is necessary. The notification shall
further provide appropriate information as to the steps to be taken if the
claimant wishes to submit his claim for review. This written notification
shall be given to a claimant within ninety (90)

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days after receipt of his claim by the Plan Administrator unless special
circumstances require an extension of time for processing the claim. If such
an extension of time for processing is required, written notice of the
extension shall be furnished to the claimant prior to the termination of said
ninety (90) day period, and such notice shall indicate the special
circumstances which make the postponement appropriate.

(c) Right of Review. In the event of a denial or
limitation of his benefit, the claimant or his duly authorized representative
shall be permitted to review pertinent documents and to submit to the Plan
Administrator issues and comments in writing. In addition, the claimant or his
duly authorized representative may make a written request for a full and fair
review of his claim and its denial by the Plan Administrator; provided,
however, that such written request must be received by the Plan Administrator
(or its delegate to receive such requests) within sixty (60) days after receipt
by the claimant of written notification of the denial or limitation of the
claim. The sixty (60) day requirement may be waived by the Plan Administrator
in appropriate cases.

(d) Decision on Review. A decision shall be rendered by
the Plan Administrator within sixty (60) days after the receipt of the request
for review, provided that where special circumstances require an extension of
time for processing the decision, it may be postponed on written notice to the
claimant (prior to the expiration of the initial sixty (60) day period) for an
additional sixty (60) days, but in no event shall the decision be rendered more
than one hundred twenty (120) days after the receipt of such request for
review. Any decision by the Plan Administrator shall be furnished to the
claimant in writing and shall set forth the specific reasons for the decision
and the specific Plan provisions on which the decision is based.

(e) Court Action. No Participant or Beneficiary shall
have the right to seek judicial review of a denial of benefits, or to bring any
action in any court to enforce a claim for benefits prior to filing a claim for
benefits or exhausting his rights to review under this section.

ARTICLE 16
AMENDMENT, TERMINATION AND MERGER

16.1 SPONSOR'S POWER TO AMEND. The Sponsor may amend any part of
the Plan. For purposes of Sponsor's amendments, the mass submitted shall be
recognized as the agent of the Sponsor. If the Sponsor does not adopt the
amendments made by the mass submitted, it will no longer be identical to or a
minor modifier of the mass submitted plan.

16.2 AMENDMENT BY ADOPTING EMPLOYER.

(a) The Employer may:

(i) change the choice of options in the
Adoption Agreement;

(ii) add overriding language in the Adoption
Agreement when such language is necessary to satisfy section 415 or section 416
of the Code because of the required aggregation of multiple plans; and

(iii) add certain model amendments published by
the Internal Revenue Service which specifically provide that their adoption
will not cause the Plan to be treated as individually designed.

(b) An Employer that amends the Plan for any other
reason, including a waiver of the minimum funding requirement under section
412(d) of the Code, will no longer participate in this prototype plan and will
be considered to have an individually designed plan.

16.3 VESTING UPON PLAN TERMINATION. In the event of the
termination or partial termination of the Plan, the Account balance of each
affected Participant will be nonforfeitable.

16.4 VESTING UPON COMPLETE DISCONTINUANCE OF CONTRIBUTIONS. In the
event of a complete discontinuance of contributions under the Plan, the Account
balance of each affected Participant will be nonforfeitable.

16.5 MAINTENANCE OF BENEFITS UPON MERGER. In the event of a merger
or consolidation with, or transfer of assets to any other plan, each
Participant will receive a benefit immediately after such merger, consolidation
or transfer (if the Plan then terminated) which is at least equal to the
benefit the Participant was entitled to immediately before such merger,
consolidation or transfer (if the Plan had been terminated).

16.6 SPECIAL AMENDMENTS. The Employer may from time to time make
any amendment to the Plan that may be necessary to satisfy section 415 or 416
of the Code. Any such amendment will be adopted by the Employer by completing
overriding Plan language in the Adoption Agreement. In the event of such an
amendment, the Employer must obtain a separate determination letter from the
Internal Revenue Service to continue reliance on the Plan's qualified status.

ARTICLE 17
MISCELLANEOUS

17.1 EXCLUSIVE BENEFIT OF PARTICIPANTS AND BENEFICIARIES.

(a) All assets of the Trust shall be retained for the
exclusive benefit of Participants and their Beneficiaries, and shall be used
only to pay benefits to such persons or to pay the fees and expenses of the
Trust. The assets of the Trust shall not revert to the benefit of the
Employer, except as otherwise specifically provided in section 17.1(b).

(b) To the extent permitted or required by ERISA and the
Code, contributions to the Trust under this Plan are subject to the following
conditions:

(i) If a contribution or any part thereof is
made to the Trust by the Employer under a mistake of fact, such contribution or
part thereof shall be returned to the Employer within one (1) year after the
date the contribution is made.

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(ii) In the event the Plan is determined not to
meet the initial qualification requirements of section 401 of the Code,
contributions made in respect of any period for which such requirements are not
met shall be returned to the Employer within one (1) year after the Plan is
determined not to meet such requirements, but only if the application for the
qualification is made by the time prescribed by law for filing the Employer's
return for the taxable year in which the Plan is adopted, or such later date as
the Secretary of the Treasury may prescribe.

(iii) Contributions to the Trust are specifically
conditioned on their deductibility under the Code and, to the extent a
deduction is disallowed for any such contribution, such amount shall be
returned to the Employer within one (1) year after the date of the disallowance
of the deduction.

17.2 NONGUARANTEE OF EMPLOYMENT. Nothing contained in this Plan
shall be construed as a contract of employment between the Employer and any
Employee, or as a right of any Employee to be continued in the employment of
the Employer, or as a limitation of the right of the Employer to discharge any
of its Employees, with or without cause.

17.3 RIGHTS TO TRUST ASSETS. No Employee, Participant, or
Beneficiary shall have any right to, or interest in, any assets of the Trust
upon termination of employment or otherwise, except as provided under the Plan.
All payments of benefits under the Plan shall be made solely out of the assets
of the Trust.

17.4 NONALIENATION OF BENEFITS. No benefit or interest available
hereunder will be subject to assignment or alienation, either voluntarily or
involuntarily. The preceding sentence shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant pursuant to a domestic relations order, unless such order is
determined to be a qualified domestic relations order, as defined in section
414(p) of the Code, or any domestic relations order entered before January 1,
1985.

17.5 AGGREGATION RULES.

(a) Except as provided in ARTICLE 6, all Employees of the
Employer or any Affiliated Employer will be treated as employed by a single
employer.

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

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

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

(e) For purposes of paragraphs (b), (c) and (d), an
Owner-Employee, or two or more Owner-Employees, will be considered to control a
trade or business if the Owner- Employee, or two or more Owner-Employees
together:

(i) own the entire interest in an
unincorporated trade or business; or

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

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

17.6 FAILURE OF QUALIFICATION. If the Employer's plan fails to
attain or retain qualification, such plan will no longer participate in this
master/prototype plan and will be considered an individually designed plan.

17.7 APPLICABLE LAW. Except to the
extent otherwise required by ERISA, as amended, this Plan shall be construed and
enforced in accordance with the laws of the state in which the Employer's
principal place of business is located, as specified in the Adoption Agreement.

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DETERMINATION LETTERS

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INTERNAL REVENUE SERVICE Department of the Treasury

Plan Description: Prototype Standardized
Profit Sharing Plan
FFN: 50241605001-001 Case 9012605 Washington, DC 20224
EIN: 74-1894784
BPD: 01 Plan: 001 Letter Serial No: Person to Contact: Ms. Arrington
D248294a
Telephone Number: (202) 566-4576

AIM DISTRIBUTORS INC
Refer Reply to: E:EP:Q:ICU
ELEVEN GREENWAY PLAZA
SUITE 1919 Date: 07/10/90
HOUSTON, TX 77846

Dear Applicant:

In our opinion, the form of the plan identified above is acceptable under
section 401 of the Internal Revenue Code for use by employers for the benefit
of their employees. This opinion relates only to the acceptability of the form
of the plan under the Internal Revenue Code. It is not an opinion of the effect
of other Federal or local statutes.

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

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

Our opinion does not apply to the form of the plan for purposes of Code section
401(a)(16) if: (1) an employer ever maintained another qualified plan for one
or more employees who are covered by this plan, other than a specified paired
plan within the meaning of section 7 of Rev. proc. 89-9, 1989-6 I.R.B. 14: or
(2) after December 31, 1985, the employer maintains a welfare benefit fund
defined in Code section 419(e), which provides postretirement medical benefits
allocated to separate accounts for key employees as defined in Code section
419A(d)(S). In such situations, the employer should request a determination as
to whether the plan, considered with all related qualified plans and, if
appropriate, welfare benefit funds, satisfies the requirements of Code section
401(a)(16) as to limitations on benefits and contributions in Code section 415.

The plan identified above is not a replacement plan as defined in section 3.10
of Rev. Proc. 89-9, 1989-6 I.R.B. 14. Therefore, an adopting employer may not
rely on this opinion letter to extend the remedial amendment period under
section 401(b) of the Code and regulations thereunder.

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

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

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

Sincerely yours.

/s/ [ILLEGIBLE]
Chief, Employee Plans Qualifications Branch

<PAGE> 61
INTERNAL REVENUE SERVICE Department of the Treasury

Plan Description: Prototype Standardized
Money Purchase Pension Plan
FFN: 50241605001-002 Case 9012606 Washington, DC 20224
EIN: 74-1894784
BPD: 01 Plan: 002 Letter Serial No: Person to Contact: Ms. Arrington
D248295a
Telephone Number: (202) 566-4576

AIM DISTRIBUTORS INC
Refer Reply to: E:EP:Q:ICU
ELEVEN GREENWAY PLAZA
SUITE 1919 Date: 07/16/90
HOUSTON, TX 77046

Dear Applicant:

Our opinion does not apply to the form of the plan for purposes of Code section
401(a)(16) if: (1) an employer ever maintained another qualified plan for one
or more employees who are covered by this plan, other than a specified paired
plan within the meaning of section 7 of Rev. proc. 89-9, 1989-6 I.R.B. 14: or
(2) after December 31, 1985, the employer maintains a welfare benefit fund
defined in Code section 419(e), which provides postretirement medical benefits
allocated to separate accounts for key employees as defined in Code section
419A(d)(3). In such situations, the employer should request a determination as
to whether the plan, considered with all related qualified plans and, if
appropriate, welfare benefit funds, satisfies the requirements of Code section
401(a)(16) as to limitations on benefits and contributions in Code section 415.

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

Sincerely yours.

/s/ [ILLEGIBLE]
Chief, Employee Plans Qualifications Branch

<PAGE> 62

TRUST AGREEMENT

68
<PAGE> 63

PROTOTYPE DEFINED CONTRIBUTION TRUST

69
<PAGE> 64
INVESTMENT COMPANY INSTITUTE
PROTOTYPE DEFINED CONTRIBUTION TRUST

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
ARTICLE PAGE
- ------- ----
<S> <C> <C>
ARTICLE I ACCOUNTS

1.1 Establishing Accounts 4
1.2 Charges Against Accounts 4
1.3 Prospectus to be Provided 4

ARTICLE II RECEIPT OF CONTRIBUTIONS 4

ARTICLE III INVESTMENT POWERS OF THE TRUSTEE

3.1 Investment of Account Assets 4
3.2 Directed Investments 5
3.3 General Investment Powers 5
3.4 Investment in Combined Funds 5
3.5 Other Powers of the Trustee 6
3.6 General Powers 6
3.7 Valuation of Trust 6
3.8 Bonding 6
3.9 Duties not Assigned 6

ARTICLE IV DISTRIBUTIONS FROM A PARTICIPANT'S ACCOUNT 6

ARTICLE V REPORTS OF THE TRUSTEE AND THE PLAN
ADMINISTRATOR 7

ARTICLE VI TRUSTEE'S FEES AND EXPENSES OF THE TRUST 7

ARTICLE VII DUTIES OF THE EMPLOYER AND THE PLAN
ADMINISTRATOR

7.1 Information and Data to be Furnished
the Trustee 7
7.2 Limitation of Duties 7

ARTICLE VIII LIABILITY OF THE TRUST

8.1 Trustee's Liability 7

ARTICLE IX DELEGATION OF POWERS

9.1 Delegation by the Trustee 8
9.2 Delegation with Employer Approval 8

ARTICLE X AMENDMENT 8

ARTICLE XI RESIGNATION OR REMOVAL OF TRUSTEE 8

ARTICLE XII TERMINATION OF THE TRUST

12.1 Term of the Trust 9
12.2 Termination by the Trustee 9
</TABLE>

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<PAGE> 65
<TABLE>
<S> <C> <C>
ARTICLE XIII MISCELLANEOUS

13.1 No Diversion of Assets 9
13.2 Notices 9
13.3 Multiple Trustees 9
13.4 Conflict with Plan 9
13.5 Applicable Law 9
13.6 Returned Contributions 9
13.7 General Undertaking 9
13.8 Invalidity of Certain Provisions 9
13.9 Counterpart Originals 9
</TABLE>

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<PAGE> 66
TRUST AGREEMENT

The Employer has established a Plan for the benefit of Participants
therein pursuant to section 401 of the Internal Revenue Code of 1986. As part
of the Plan, the Employer has requested such person or persons (individual,
corporate, or other entity), as may be designated in the Adoption Agreement, to
serve as Trustee pursuant to the Trust established for the investment of
contributions under the Plan upon the terms and conditions set forth in this
Trust Agreement.

Unless the context of this Trust Agreement clearly indicates
otherwise, the terms defined in ARTICLE 2 of the Plan entered into by the
Employer, of which this Trust Agreement forms a part, shall, when used herein,
have the same meaning as in the Plan.

ARTICLE I
ACCOUNTS

1.1 ESTABLISHING ACCOUNTS. The Trustee shall open and maintain a
Trust account for the Plan and, as part thereof, Participants' Accounts for
such individuals as the Plan Administrator shall, from time to time, give
written notice to the Trustee as being Participants in the Plan. The Trustee
shall also open and maintain such other subaccounts as may be appropriate or
desirable to aid in the administration of the Plan. Separate subaccounts shall
be maintained for each Participant and shall be credited with the contributions
made by the Employer and with forfeitures allocated to each such Participant
pursuant to the Plan (and all earnings thereon). If nondeductible voluntary
contributions by Participants are permitted by the Plan, the Trustee shall open
and maintain as a part of the Trust a separate subaccount for each Participant
who makes such nondeductible voluntary contributions, each such subaccount to
be credited with the Participant's voluntary contributions (and all earnings
attributable to such contributions). If trustee transfers or rollover
contributions from another qualified plan are received, the Trustee shall open
and maintain a separate rollover subaccount for each Participant, each such
subaccount to be credited with the Participant's trustee transfers or rollover
contributions (and all earnings attributable to such contributions).

1.2 CHARGES AGAINST ACCOUNTS. Upon receipt of written
instructions from the Administrator, the Trustee shall charge the appropriate
subaccount of the Participant for any withdrawals or distributions made under
the Plan and any forfeiture, which may be required under the Plan, of unvested
interests attributable to Employer Contributions. The Plan Administrator will
give written instructions to the Trustee specifying the manner in which
Employer Contributions and any forfeiture of the nonvested portion of Accounts,
as allocated by the Plan Administrator in accordance with the provisions of the
Plan, are to be credited to the various Accounts maintained for Participants.

1.3 PROSPECTUS TO BE PROVIDED. The Plan Administrator shall
ensure that a Participant who makes a nondeductible voluntary contribution has
previously received or receives a copy of the then current prospectus relating
to the Shares. Delivery of such a nondeductible voluntary contribution,
pursuant to the provisions of the Plan by the Plan Administrator to the Trustee
shall entitle the Trustee to assume that the Participant has received such a
prospectus.

ARTICLE II
RECEIPT OF CONTRIBUTIONS

The Trustee shall accept and hold in the Trust contributions made by
the Employer and Participants under the Plan. The Administrator shall give
written instructions to the Trustee specifying the Participants' Accounts to
which contributions are to be credited, the amount of each such credit which is
attributable to Employer Contributions, and the amount, if any, which is
attributable to the Participant's nondeductible voluntary contributions. If
written instructions are not received by the Trustee, or if such instructions
are received but are deemed by the Trustee to be unclear, upon notice to the
Employer, the Trustee may elect to hold all or part of any such contribution in
cash, without liability for rising security prices or distributions made,
pending receipt by it from the Plan Administrator of written instructions or
other clarification, or the Trustee may return the contribution to the
Employer. If any contributions or earnings are less than any minimum which the
then current prospectus for the Shares requires, the Trustee may hold the
specified portion of contributions or earnings in cash, without interest, until
such time as the proper amount has been contributed or earned so that the
investment in the Shares required under the Plan may be made. All payments to
the Trust shall be remitted in U.S. currency or other property to the Trustee
at the address specified by it. Any payments not in U.S. currency may, in the
sole discretion of the Trustee, be refused.

ARTICLE III
INVESTMENT POWERS OF THE TRUSTEE

3.1 INVESTMENT OF ACCOUNT ASSETS. The Trustee shall invest the
amount of each contribution made hereunder and all earnings on the Trust in
full and fractional Shares in accordance with the current prospectus for such
Shares, in such amounts and proportions as shall from time to time be
designated by the Plan Administrator on forms provided by the Sponsor, and
shall credit such Shares to the Accounts of each Participant on whose behalf or
by whom the contributions are made and any forfeitures are allocated. All
dividends and capital gain distributions received on the Shares held by the
Trustee in each Account, shall, if received in cash, be reinvested in such
Shares in accordance with the current prospectus for such Shares and shall in
any event be credited to such Account. If any distribution on Shares may be
received at the election of the shareholder in additional Shares, the Trustee
shall so elect. The Trustee shall deliver, or cause to be executed and
delivered, to the Plan Administrator, all notices, prospectuses, financial
state-

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<PAGE> 67
ments, proxies, and proxy soliciting materials relating to Shares held
hereunder. The Trustee shall not vote any of the Shares held hereunder, except
in accordance with the written instructions of the Plan Administrator. If no
such written instructions are received, such Shares shall not be voted. The
obligations of the Trustee hereunder may be delegated by it as provided in
sections 9.1 and 9.2.

The Trustee shall sell Shares and purchase Shares to accomplish any
change in investments desired by the Employer as indicated on any amended
Adoption Agreement or other instructions in accordance with the terms of the
Plan.

Notwithstanding the above, if periodic payments are being made to a
Participant pursuant to ARTICLE IV hereof, any dividends received on Shares
held in such Participant's Account, which dividends are invested at an offering
price which includes a sales charge, need not be invested in additional Shares
but may be held for distribution to the Participant in periodic payments. In
such instances, the Trustee may make any election necessary to receive any such
dividends in cash.

3.2 DIRECTED INVESTMENTS. When so instructed by the Plan
Administrator, the Trustee shall invest all or any portion of the individual
Account of any Participant in accordance with the direction of the Employer or
such Participant in lieu of participation in the general assets of the Trust.
Such directed investments shall be accounted for separately for each
Participant. Except as otherwise provided herein, the Trustee shall not have
any discretion, and is specifically prohibited from exercising any control or
discretion, with respect to such directed investments. Each Participant who
directs the investment of his Account shall be solely and absolutely
responsible for the investment or reinvestment of all directed investment
assets held on his behalf in Trust, and, except as otherwise provided herein,
the Trustee shall not question any such direction, review any securities or
other such assets, or make suggestions with respect to the investment,
retention or disposition of any such assets; provided that:

(a) If any contributions are transmitted to or otherwise
received or held as directed investment assets without investment directions
from the Participant, the Trustee may retain such amounts in a
noninterest-bearing savings account in a federally insured institution for the
benefit of the Participant.

(b) The Trustee may establish such reasonable rules and
regulations, applied on a uniform basis to all Participants, with respect to
the requirements for, and the form and manner of, effectuating any transaction
with respect to directed investment assets including, without limitation,
minimum amounts, rules applicable to conversion of directed investments into
general assets of the Trust, and appropriate adjustments (based on fair market
values) to Accounts to reflect any such conversion, as the Trustee shall
determine to be consistent with the purposes of the Plan. Any such rules and
regulations shall be binding upon all persons interested in the Trust.

(c) The Trustee may establish a procedure for the
periodic review of directed investment assets to determine, in light of the
facts and circumstances reasonably known to it, whether any actual or proposed
investment of such assets constitutes or would constitute a prohibited
transaction as that term is defined in sections 406-408 of ERISA and the
corresponding provisions of the Code. If the Trustee determines that any
investment constitutes or would constitute a prohibited transaction, the
Trustee shall promptly communicate this determination to the Plan
Administrator, and shall recommend that the investment be prevented or disposed
of, as the case may be, and may recommend any other action authorized or
required by law, to prevent or remedy the transaction.

(d) In accordance with and pursuant to uniform and
nondiscriminatory rules established under and in accordance with the Plan, the
Trustee may deny the Plan Administrator's application to allow a directed
investment proposed by a Participant.

(e) Notwithstanding anything herein to the contrary, in
no event shall the Trustee engage in any transaction that would be prohibited
under ERISA.

3.3 GENERAL INVESTMENT POWERS. Subject to any investment
limitations or minimum requirements for investments in Shares imposed by the
Sponsor, and subject to investment instructions given by the Employer, the
Trustee shall be authorized and empowered to invest and reinvest all or any
part of the Trust in any property, real or personal or mixed, including, but
not being limited to, capital or common stock (whether voting or nonvoting or
whether or not currently paying a dividend), preferred or preference stock
(whether voting or nonvoting or whether or not currently paying a dividend),
Shares of regulated investment companies, convertible securities, corporate and
governmental obligations, leaseholds, ground rents, mortgages, and other
interests in realty, trust, and participation certificates, oil, mineral or gas
properties, royalty interests or rights, including equipment pertaining
thereto, notes and other evidences of indebtedness or ownership, secured or
unsecured, contracts, choses in action, and warrants, and other instruments
entitling the owner thereof to subscribe to or purchase any of the aforesaid.
Subject to any investment limitations or requirements imposed by the Sponsor
relating to the type of permissible investments in the Trust or the minimum
percentage of Trust assets to be invested in Shares, and subject to the
provisions of ARTICLE VIII hereof, in making and retaining such investments and
reinvestments pursuant hereto, the Trustee shall not be bound as to the
character of any investments by any statute, rule of court, or custom governing
the investment of Trust funds.

3.4 INVESTMENT IN COMBINED FUNDS. If the Trustee is a banking
institution, subject to any investment limitations or minimum requirements for
investment in Shares imposed by the Sponsor, and subject to investment
instructions given by the Employer, it may, subject to the election of the
Sponsor or the Employer, cause funds of this Trust to be invested in its
commingled funds for qualified employee benefit plan trusts and such commingled
funds are

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<PAGE> 68
hereby adopted and made a part of the Plan of which this Trust is a part, and
any funds of this Trust invested in any such commingled funds shall be subject
to all the provisions thereof, as the same may be amended from time to time.

3.5 OTHER POWERS OF THE TRUSTEE. The Trustee is authorized and
empowered with respect to the Trust:

(a) Subject to any investment limitations or minimum
requirements for investment in Shares imposed by the Sponsor, and subject to
investment instructions given by the Employer, to sell, exchange, convey,
transfer, or otherwise dispose of, either at public or private sale, any
property, real or personal or mixed, at any time held by it, for such
consideration and on such terms and conditions as to credit or otherwise as the
Trustee may deem best.

(b) Subject to the provisions of section 3.1, to vote in
person or by proxy any stocks, bonds, or other securities held by it; to
exercise any options appurtenant to any stocks, bonds, or other securities, or
to exercise any rights to subscribe for additional stocks, bonds, or other
securities, and to make any and all necessary payments therefor, to join in, or
to dissent from, and to oppose, the reorganizations, consolidation,
liquidation, sale, or merger of corporations, or properties in which it may be
interested as Trustee, upon such terms and conditions as it may deem wise.

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

(d) To register any investment held in the Trust in the
name of the Trust or in the name of a nominee, and to hold any investment in
bearer form, but the books and records of the Trustee shall at all times show
that all such investments are part of the Trust.

(e) To employ suitable agents and counsel (who may also
be agents and/or counsel for the Employer or the Sponsor) and to pay their
reasonable expenses and compensation.

(f) To borrow or raise monies for the purpose of the
Trust from any source and, for any sum so borrowed to issue its promissory note
as Trustee and to secure the repayment thereof by pledging all or any part of
the Trust fund, but nothing herein contained shall obligate the Trustee to
render itself liable individually for the amount of any such borrowing; and no
person loaning money to the Trustee shall be bound to see to the application of
money loaned or to inquire into the validity or propriety of any such
borrowing.

Each and all of the foregoing powers may be exercised without a court
order or approval. No one dealing with the Trustee need inquire concerning the
validity or propriety of anything that is done or need see to the application
of any money paid or property transferred to or upon the order of the Trustee.

3.6 GENERAL POWERS. The Trustee shall have all of the powers
necessary or desirable to do all acts, take all such proceedings, and exercise
all such rights and privileges, whether or not expressly authorized herein,
which it may deem necessary or proper for the administration and protection of
the property of the Trust and to accomplish any action provided for in the
Plan.

3.7 VALUATION OF TRUST. The Trustee, as of the Valuation Date,
and at such other time or times as it determines, shall determine the net worth
of the assets of the Trust. In determining such net worth, the assets of the
Trust shall be evaluated at their fair market value and all expenses shall be
deducted. The Trustee may adopt such methods of valuation as it deems
advisable.

3.8 BONDING. Except to the extent otherwise required by law, the
Trustee shall not be required to obtain any bonds in connection with its duties
hereunder. The cost of any bond obtained may be charged as an expense of the
Trust, but if not so charged, shall be paid by the Employer.

3.9 DUTIES NOT ASSIGNED. The duties of the Trustee with respect
to the Plan are limited to those assumed by the Trustee by the terms of this
Trust. The Trustee shall not be deemed, by virtue hereof, to be the
administrator or sponsor of the Plan, and shall not be responsible for filing
reports, returns or disclosures with any government agency except as may
otherwise be required by its duties as Trustee under applicable law.

ARTICLE IV
DISTRIBUTIONS FROM A PARTICIPANT'S ACCOUNT

Distributions from the Trust shall be made by the Trustee in
accordance with proper written directions of the Plan Administrator in
accordance with the provisions of section 15.2 of the Plan, and the Plan
Administrator shall have the sole responsibility for determining that the
directions given conform to provisions of the Plan and applicable law,
including (without limitation) responsibility for calculating the vested
interests of the Participant, for calculating the amounts payable to a
Participant pursuant to ARTICLE 11 of the Plan, and for determining the proper
person to whom benefits are payable under the Plan. Except to the extent
otherwise provided in the Plan, the interest of Participants and Beneficiaries
in the Trust and in the net earnings and profits thereof may not be assigned or
used by a Participant or Beneficiary as collateral for a loan and shall not be
subject to garnishment, attachment, levy or execution of any kind for the debts
or defaults of the Trustee or of any person, natural or legal, having interest
in the Trust.

ARTICLE V
REPORTS OF THE TRUSTEE AND THE PLAN ADMINISTRATOR

The Trustee shall keep accurate and detailed records of all receipts,
investments, disbursements, and other transactions required to be performed
hereunder with respect to the Trust. The Trustee shall file with the Plan

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<PAGE> 69
Administrator a written report or reports reflecting the receipts,
disbursements, and other transactions effected by it with respect to the Trust
during such Plan Year and the assets and liabilities of the Trust at the close
of the Plan Year. Such report or reports shall be open to inspection by any
Participant for a period of one hundred eighty (180) days immediately following
the date on which it is filed with the Plan Administrator. Except as otherwise
prescribed by ERISA, upon the expiration of such one hundred eighty (180) day
period, the Trustee shall be forever released and discharged from all liability
and accountability to anyone with respect to its acts, transactions, duties,
obligations, or responsibilities as shown in or reflected by such report,
except with respect to any such acts or transactions as to which the Plan
Administrator shall have filed written objections with the Trustee within such
one hundred eighty (180) day period, and except for willful misconduct or lack
of good faith on the part of the Trustee.

ARTICLE VI
TRUSTEE'S FEES AND EXPENSES OF THE TRUST

The Trustee's fees for performing its duties hereunder shall be such
reasonable amounts as shall be respectively established by it from time to
time. The Trustee shall furnish the Employer with its current schedule of fees
and shall give written notice to the Employer whenever its fees are changed or
revised. Such fees, any taxes of any kind whatsoever which may be levied or
assessed upon or in respect of the Trust, to the extent incurred by the Trustee
and any and all expenses incurred by the Trustee in the performance of its
duties, including fees for legal services rendered to the Trustee, shall,
unless paid by the Employer, be paid from the Trust in the manner provided in
the Plan.

Unless paid by the Employer, all fees of the Trustee and taxes and
other expenses charged to a Participant's Account may be collected by the
Trustee from the amount of any contribution to be credited or distribution to
be charged to such Account or may be paid by redeeming or selling assets
credited to such Account.

ARTICLE VII
DUTIES OF THE EMPLOYER AND THE PLAN ADMINISTRATOR

7.1 INFORMATION AND DATA TO BE FURNISHED THE TRUSTEE. In addition
to making the contributions called for in ARTICLE II hereof, the Employer,
through the Plan Administrator, agrees to furnish the Trustee with such
information and data relative to the Plan as is necessary for the proper
administration of the Trust established hereunder.

7.2 LIMITATION OF DUTIES. Neither the Employer nor any of its
officers, directors, or partners, nor the Plan Administrator shall have any
duties or obligations with respect to this Trust Agreement, except those
expressly set forth herein and in the Plan.

ARTICLE VII
LIABILITY OF THE TRUST

8.1 TRUSTEE'S LIABILITY.

(a) The Employer shall indemnify and save the Trustee
(including its affiliates, representatives and agents) harmless from and
against any liability, cost or other expense, including, but not limited to,
the payment of attorneys' fees that the Trustee may incur in connection with
this Trust Agreement or the Plan unless such liability, cost or other expense
(whether direct or indirect) arises from the Trustee's own willful misconduct
or gross negligence. The Employer recognizes that a burden of litigation may
be imposed upon the Trustee as a result of some act or transaction for which it
has no responsibility or over which it has no control under this Trust
Agreement. Therefore, the Employer agrees to indemnify and hold harmless and,
if requested, defend the Trustee (including its affiliates, representatives and
agents) from any expenses (including counsel fees, liabilities, claims,
damages, actions, suits or other charges) incurred by the Trustee in
prosecuting or defending against any such litigation.

(b) The Trustee shall not be liable for, and the Employer
will indemnify and hold harmless the Trustee (including its affiliates,
representatives and agents) from and against all liability or expense
(including counsel fees) because of (i) any investment action taken or omitted
by the Trustee in accordance with any direction of the Employer or a
Participant, or investment inaction in the absence of directions from the
Employer or a Participant or (ii) any investment action taken by the Trustee
pursuant to an order to purchase or sell securities placed by the Employer or a
Participant directly with a broker, dealer or issuer. It is understood that
although, when the Trustee is subject to the direction of the Employer or a
Participant the Trustee will perform certain ministerial duties with respect to
the portion of the Fund subject to such direction (the "Directed Fund"), such
duties do not involve the exercise of any discretionary authority or other
authority to manage and control assets of the Directed Fund and will be
performed in the normal course of business by officers and employees of the
Trustee or its affiliates, representatives or agents who may be unfamiliar with
investment management. It is agreed that the Trustee is not undertaking any
duty or obligation, express or implied, to review, and will not be deemed to
have any knowledge of or responsibility with respect to, any transaction
involving the investment of the Directed Fund as a result of the performance of
its ministerial duties. Therefore, in the event that "knowledge" of the
Trustee shall be a prerequisite to imposing a duty upon or determining
liability of the Trustee under the Plan or this Trust or any law or regulation
regulating the conduct of the Trustee with respect to the Directed Fund, as a
result of any act or omission of the Employer or any Participant, or as a
result of any transaction engaged in by any of them, then the receipt and
processing of investment orders and other documents relating to Plan assets by
an officer or other employee of the Trustee or its affiliates, representatives
or agents engaged in the performance of purely ministerial functions shall not
constitutes "knowledge" of the Trustee.

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(c) Notwithstanding the foregoing provisions of this
Trust Agreement, the Trustee shall discharge its duties hereunder with the
care, skill, prudence and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims. Any investments selected by the Trustee without specific direction from
the Employer shall be selected to diversify the investments of the Trust fund
so as to minimize the risk of large losses, unless in the circumstances it is
clearly prudent not to do so. The Trustee shall perform its duties in
accordance with this Trust Agreement insofar as this Trust Agreement is
consistent with the provisions of ERISA. To the extent not prohibited by
ERISA, the Trustee shall not be responsible in any way for any action or
omission of the Employer or the Plan Administrator with respect to the
performance of their duties and obligations set forth in the Plan. To the
extent not prohibited by ERISA, the Trustee shall not be responsible for any
action or omission of any of its agents, or with respect to reliance upon
advice of its counsel (whether or not such counsel is also counsel to the
Employer or to the Plan Administrator), provided that such agents or counsel
were prudently chosen by the Trustee and that the Trustee relied in good faith
upon the action of such agent or the advice of such counsel. The Trustee shall
be indemnified and held harmless by the Employer against liability or losses
occurring by reason of any act or omission of the Trustee under this Trust
Agreement, unless such act or omission is due to its own willful nonfeasance,
malfeasance, or misfeasance or other breach of duty under ERISA, to the extent
that such indemnification does not violate ERISA or any other federal or state
laws.

ARTICLE IX
DELEGATION OF POWERS

9.1 DELEGATION BY THE TRUSTEE. With respect to Shares held by the
Plan, the Trustee hereby delegates to the custodian or other agent designated
by the Sponsor the functions designated in (a) through (d) hereunder, other
than the investment, management or control of the Trust assets. With respect
to assets other than Shares, the Trustee may delegate in writing pursuant to a
procedure permitted and established by the Sponsor, to a person (individual,
corporate, or other entity) designated by the Sponsor as an agent or custodian,
any of the powers or functions of the Trustee hereunder other than the
investment, management or control of the Trust assets, including (without
limitation):

(a) custodianship of all or any part of the assets of the
Trust;

(b) maintaining and accounting for the Trust and for
Participants and other Accounts as a part thereof;

(d) Preparation of the annual report on the status of the
Trust.

The agent or custodian so appointed may act as agent for the Trustee,
without investment responsibility, for fees to be mutually agreed upon by the
Employer and the agent or custodian and paid in the same manner as Trustee's
fees. The Trustee shall not be responsible for any act or omission of the
agent or custodian arising from any such delegation, except to the extent
provided in section 8.1.

9.2 DELEGATION WITH EMPLOYER APPROVAL. The Trustee (whether or
not a bank or trust company) and the Employer may, by mutual agreement, arrange
for the delegation by the Trustee to the Plan Administrator or any agent of the
Employer of any powers or functions of the Trustee hereunder other than the
investment and custody of the Trust assets. The Trustee shall not be
responsible for any act or omission of such person or persons arising from any
such delegation, except to the extent provided in ARTICLE VIII.

ARTICLE X
AMENDMENT

As provided in section 16.1 of the Plan, and subject to the
limitations set forth therein, the prototype Adoption Agreement, Plan and Trust
Agreement may be amended at any time, in whole or in part, by the Sponsor. The
Trustee hereby delegates authority to the Sponsor, and to any successor
Sponsor, to so amend the prototype Adoption Agreement, Plan and Trust Agreement
and the Trustee hereby agrees that it shall be deemed to have consented to any
amendment so made which does not increase the duties of the Trustee without its
consent.

ARTICLE XI
RESIGNATION OR REMOVAL OF TRUSTEE

The Trustee may resign at any time upon thirty (30) days notice in
writing to the Employer, and may be removed by the Sponsor or Employer at any
time upon thirty (30) days notice in writing to the Trustee. Upon such
resignation or removal, the Sponsor or Employer shall appoint a successor
Trustee or Trustees. Upon receipt by the Trustee of written acceptance of such
appointment by the successor Trustee, the Trustee shall transfer and pay over
to such successor the assets of the Trust and all records pertaining thereto,
provided that any successor Trustee shall agree not to dispose of any such
records without the Trustee's consent. The successor Trustee shall be entitled
to rely on all accounts, records, and other documents received by it from the
Trustee, and shall not incur any liability whatsoever for such reliance. The
Trustee is authorized, however, to reserve such sum of money or property as it
may deem advisable for payment of all its fees, compensation, costs, and
expenses, or for payment of any other liabilities constituting a charge on or
against the assets of the Trust or on or against the Trustee, with any balance
of such reserve remaining after the payment of all such items to be paid over
to the successor Trustee. Upon the assignment, transfer, and payment over of
the assets of the Trust, and obtaining a receipt thereof from the successor
Trustee, the Trustee shall be

76
<PAGE> 71
released and discharged from any and all claims, demands, duties, and
obligations arising out of the Trust and its management thereof, excepting only
claims based upon the Trustee's willful misconduct or lack of good faith. The
successor Trustee shall hold the assets paid over to it under terms similar to
those of this Trust Agreement under a trust that will qualify under section 401
of the Code. If within thirty (30) days after the Trustee's resignation or
removal, the Employer or Sponsor has not appointed a successor Trustee which
has accepted such appointment, the Trustee shall, unless it elects to terminate
the Trust pursuant to ARTICLE XII, appoint such successor itself.

ARTICLE XII
TERMINATION OF THE TRUST

12.1 TERM OF THE TRUST. This Trust shall continue as to the
Employer so long as the Plan is in full force and effect. If the Plan ceases
to be in full force and effect, this Trust shall thereupon terminate unless
expressly extended by the Employer.

12.2 TERMINATION BY THE TRUSTEE. The Trustee may elect to
terminate the Trust if within thirty (30) days after its resignation or removal
pursuant to ARTICLE XI the Employer or Sponsor has not appointed a successor
Trustee which has accepted such appointment. Termination of the Trust shall be
effected by distributing all assets thereof to the Participants or other
persons entitled thereto pursuant to the directions of the Plan Administrator
(or, in the absence of such direction, as determined by the Trustee) as
provided in section 16.3 of the Plan, subject to the Trustee's right to reserve
funds as provided in ARTICLE XI hereof. Upon the completion of such
distribution, the Trustee shall be relieved from all further liability with
respect to all amounts so paid, other than any liability arising out of the
Trustee's willful misconduct.

ARTICLE XIII
MISCELLANEOUS

13.1 NO DIVERSION OF ASSETS. At no time shall it be possible for
any part of the assets of the Trust to be used for or diverted to purposes
other than for the exclusive benefit of Participants and their Beneficiaries or
revert to the Employer, except as specifically provided in the Plan or this
Trust Agreement.

13.2 NOTICES. Any notice from the Trustee to the Employer or from
the Employer to the Trustee provided for in the Plan and Trust shall be
effective if sent by first class mail to their respective last address of
record.

13.3 MULTIPLE TRUSTEES. In the event that there shall be two (2)
or more Trustees serving hereunder, any action taken or decision made by any
such Trustee may be taken or made by a majority of them with the same effect as
if all had joined therein, if there be more than two (2), or unanimously if
there be two (2).

13.4 CONFLICT WITH PLAN. In the event of any conflict between the
provisions of the Plan and those of this Trust Agreement, the Plan shall
prevail.

13.5 APPLICABLE LAW. Except to the extent otherwise required by
ERISA, as amended, this Trust Agreement shall be construed in accordance with
the laws of the state where the Trustee has its principal place of business.

13.6 RETURNED CONTRIBUTIONS.

(a) A contribution made by the Employer by a mistake of
fact shall, if the Administrator so directs, be returned to the Employer within
one (1) year after its payment. The Administrator shall, in its sole
discretion, determine whether the contribution was made by mistake of fact
based upon such evidence as it deems appropriate.

(b) A contribution made by the Employer that is
conditioned on deductibility under section 404 of the Code shall, to the extent
such deduction is disallowed, be returned to the Employer within one (1) year
after the disallowance, if the Administrator so directs.

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

13.8 INVALIDITY OF CERTAIN PROVISIONS. If any provision of this
Trust shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof and the Trust
shall be construed and enforced as if such provisions had not been included.

13.9 COUNTERPART ORIGINALS. This Trust may be executed in one or
more counterpart originals.

IN WITNESS WHEREOF, the Employer and the Trustee(s) have signed this
Trust effective as of the date specified in the Adoption Agreement.

Attest:
-------------------------------
[NAME OF EMPLOYER]

By:
------------------------ ----------------------------------
Secretary President

TRUSTEE(S)

77
<PAGE> 72

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

)
) ss
)

I, ________________________________________, a notary public in

and for the jurisdiction above named, do hereby certify that ___________________

________________________________________

did personally appear before me and do acknowledge that they executed the
foregoing Trust as their free act and deed.

Subscribed and sworn to before me this _____ day of ____________, 19___.

-----------------------------
Notary Public

My Commission
Expires:
------------------

78
<PAGE> 73

MODEL
SUMMARY PLAN DESCRIPTION
OF THE

----------------------------------------
[INSERT NAME OF EMPLOYER]

PROFIT SHARING PLAN

81
<PAGE> 74
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

II. DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . 3

A. Terms With Special Meanings . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
B. Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
C. Individual Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
D. Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
E. Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
F. Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
G. Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
H. Distributions of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
I. Investment of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
J. Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
K. Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
L. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

III. CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

IV. CHANGES TO THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

V. GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

VI. NON-APPLICATION OF PBGC GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

VII. SPECIAL RIGHTS UNDER ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

82
<PAGE> 75
MODEL
SUMMARY PLAN DESCRIPTION
OF THE

----------------------------------------
[INSERT NAME OF EMPLOYER]
PROFIT SHARING PLAN

I. INTRODUCTION

________________________________________ [INSERT NAME OF EMPLOYER] (the
"Employer") is pleased to be able to provide you with the ______________________
[INSERT NAME OF EMPLOYER] Profit Sharing Plan (the "Plan" or the "Profit
Sharing Plan"). The Plan is effective as of __________ [INSERT EFFECTIVE DATE].

The Plan is a defined contribution plan, to which the Employer
makes contributions to an account held in your name. With this type of plan,
the retirement benefit you receive will depend on the investment performance of
the amounts that are in your account. The Plan is designed to provide
retirement income to employees who remain with the Employer until retirement
and to those who have a vested interest in their account when they terminate
their employment with the Employer.

Only the main features of the Plan are explained in this
Summary Plan Description. Any questions which are not answered here should be
referred to ___________________________________________________ [INSERT NAME OF
DEPARTMENT OR PERSONNEL RESPONSIBLE FOR PARTICIPANT INFORMATION]. If there is
any inconsistency between the Plan as described in this Summary Plan
Description and the Plan document itself, the terms of the Plan document will
govern. Copies of the Plan document and the Trust Agreement are available for
your inspection during regular working hours.

II. DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS
---------------------------------------------

A. TERMS WITH SPECIAL MEANINGS
---------------------------

Certain words and terms used in this Summary have special
meanings. Many of these terms are defined in this section,
while others are explained in the text of the Summary. To
assist you in identifying these terms within the text, they
are capitalized.

1. BENEFICIARY. Your designated Beneficiary is the
person you name to receive your benefit distribution
in the event of your death. If you are married, you
will need written consent from your spouse to name
someone other than your spouse as your Beneficiary.

2. BREAK IN SERVICE. A Break in Service occurs if you
complete less than 501 Hours of Service with the
Employer during a Plan Year.

3. COMPENSATION. Compensation is the total compensation
paid to you by the Employer during any portion of
a Plan Year during which you were a Plan Participant.
If you are self-employed, your Compensation is
your earned income less your deductible contributions
to any qualified retirement plans.

4. HOURS OF SERVICE. Each hour for which you are paid
or entitled to be paid by the Employer. In
addition, uncompensated authorized leaves of absence
that do not exceed two years, military leave
while your reemployment rights are protected by law,
and absences from work for maternity or paternity
reasons may be credited as Hours of Service for the
purpose of determining whether you had a Break in
Service.

5. PARTICIPANT. A Participant is an employee who has
met the requirements for participating in this Plan,
and whose account has been neither completely
forfeited nor distributed.

6. PLAN YEAR. The Plan Year is the 12-month period
ending on the date shown in section V of this
Summary.

7. SPONSOR. The Sponsor is the organization which has
made this Plan available to the Employer.

8. TRUST. The Trust is a fund maintained by the Trustee
for the investment of Plan assets, including the
amount in your account.

9. YEAR OF SERVICE. A Year of Service is the applicable
12-month period during which you complete 1,000
[INSERT NUMBER OF HOURS] or more Hours of Service.
For eligibility

83
<PAGE> 76
purposes, the applicable 12-month period is your
first year of employment or any Plan Year. For
vesting purposes, the applicable 12-month period is
the Plan Year.

B. PARTICIPATION
-------------

You will be eligible to participate in the Plan after you have
met the following eligibility requirements:

[CHECK ALL APPLICABLE ITEMS]

X You have reached age 21
- ---
X You have completed 1 Year (s) of Service.
- ---
X You are not a member of a collective bargaining unit.
- ---
X You are not a nonresident alien.
- ---
The first entry date, or date in which you can first
participate in the Plan if you meet these requirements, is _________________
[INSERT EFFECTIVE DATE]. Thereafter, the entry date(s) will be January 1 &
July 1 of each year.

Once you become a Participant, you will remain a Participant
as long as you do not incur a Break in Service. If you do incur a Break in
Service, and are later reemployed by the Employer, you will be reinstated as a
Participant and any previous Hours of Service will be reinstated as of the date
of your reemployment.

C. INDIVIDUAL ACCOUNTS
-------------------

A separate account will be maintained for you within the Plan.
This account will be further divided into subaccounts, which
will be credited with the different types of contributions
that are described in the next section. The subaccounts that
will be maintained for you are as follows:

1. PROFIT SHARING CONTRIBUTION SUBACCOUNT. This
subaccount will be credited with your share of
Employer Profit Sharing Contributions, forfeitures
(if any), distributions from this subaccount, and the
earnings and losses attributable to this subaccount.

2. TRUSTEE TRANSFER AND ROLLOVER SUBACCOUNTS. These
subaccounts will be credited with any rollover
contributions or transfer contributions you may make
to the Plan, any distributions from this subaccount,
and the earnings and losses attributable to this
subaccount.

3. NONDEDUCTIBLE VOLUNTARY CONTRIBUTION SUBACCOUNT.
This subaccount will be credited with your
Voluntary Employee Contributions, any distributions
from this subaccount, and the earnings and losses
attributable to this subaccount.

D. CONTRIBUTIONS
-------------

X 1. EMPLOYER PROFIT SHARING CONTRIBUTIONS. The Employer
--- will make Profit Sharing Contributions to the Plan
each Plan Year in accordance with the following
contribution formula:

[CHECK ONE OF THE FOLLOWING]:

X o Contributions will be made in an
--- amount to be determined each year by
the Employer.

o Contributions will be made in an
--- amount equal to ___________ [INSERT
CONTRIBUTION PERCENTAGE] of each
Participant's Compensation, plus any
discretionary amount the Employer
may choose to contribute.

2. ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS. If you
have participated in other pension or profit sharing
plans, you will be permitted to make a rollover
contribution to the Plan of certain amounts you may
receive from those other plans. You will also be
permitted, with the approval of the Plan
Administrator, to authorize a direct transfer to the
Plan of amounts that are attributable to your
participation in other pension or profit sharing
plans.

84
<PAGE> 77
CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS
VOLUNTARY EMPLOYEE CONTRIBUTIONS:

3. VOLUNTARY EMPLOYEE CONTRIBUTIONS. To increase your
--- retirement benefits from this Plan, you may choose to
make voluntary contributions to the Plan of up to NA
[INSERT MAXIMUM VOLUNTARY EMPLOYEE CONTRIBUTION
PERCENTAGE] of your compensation. Such contributions
will not be permitted, however, for Plan Years
beginning after ______________ [THE PLAN YEAR IN WHICH
THE PLAN IS ADOPTED]. The minimum contribution you
must make if you choose to make a voluntary
contribution is as follows:

[CHECK ONE OF THE FOLLOWING ITEMS]:

The minimum voluntary contribution is
--- _____________[INSERT MINIMUM VOLUNTARY
CONTRIBUTION PERCENTAGE] of your Compensation.

X There is no minimum voluntary contribution.
---

E. ALLOCATIONS.
------------

ELIGIBILITY FOR ALLOCATIONS. Each Plan Year the Employer will
make a Profit Sharing Contribution to the Plan in accordance with the formula
described in the previous section. Your account will be allocated a share of
that contribution.

X Unless you terminate your employment during the Plan year with not
- --- more than 500 Hours of Service and you are not an employee as of the
last day of the Plan Year. (You will receive an allocation, however,
if you die, retire or become disabled during the Plan Year).

Under some circumstances, special minimum allocation rules may result in your
receiving an allocation even if you do not meet any of the requirements set
forth above.

AMOUNT OF ALLOCATION. If you are eligible, your account will
be credited with a portion of the Profit Sharing Contribution (and any
forfeitures) as follows:

[CHECK ONE OF THE FOLLOWING ITEMS]:

X o Your account will be credited with a portion of the Profit
- --- Sharing Contribution that is equal to the ratio of your
Compensation to the Compensation of all Participants for such
year.

For example, if your Compensation for a Plan Year was $10,000
and the total Compensation of all Participants was $100,000,
your account would be credited with $10,000/$100,000 = 1/10 of
the total contribution made by the Employer for that Plan
Year.

[CHOOSE IF YOUR PLAN IS INTEGRATED WITH SOCIAL SECURITY AND YOU HAVE NOT
ADOPTED THE MONEY PURCHASE PENSION PLAN]

o Profit Sharing Contributions will be allocated to eligible
- --- Participants in four steps as follows:

Step One: Your account will be credited with a portion of the
Profit Sharing Contribution that is equal to the ratio of your
Compensation to the Compensation of all Participants for such
year (just as if the Plan were not integrated with Social
Security), but only up to a maximum of three percent of each
Participant's Compensation.

Step Two: Your account will be credited with a portion of the
balance of the Profit Sharing Contribution (after the
allocation in Step One) that is equal to the ratio of your
Compensation in excess of the Plan's Integration Level to the
Compensation in excess of the Plan's Integration Level of all
Participants for such year, but only up to a maximum of three
percent of any Participant's Compensation in excess of the
Plan's Integration Level. For example, if the Plan's
Integration Level were $51,300 and your Compensation were
$61,300, your Compensation in excess of the Integration Level
would be $10,000. If the total Compensation in excess of the
Integration Level of all Participants were $70,000, your
account would be credited with $10,000/$70,000 = 1/7 of the
total allocation made under Step Two (but only up to a maximum
of three percent of your Compensation in excess of the Plan's
Integration Level, or $300).

85
<PAGE> 78
Step Three: Your account will be credited with a portion of
the balance of the Profit Sharing Contribution (after the
allocations in Step One and Step Two) that is equal to the
ratio that the sum of your Compensation plus your Compensation
in excess of the Plan's Integration Level bears to the sum of
all Participants' Compensation plus their Compensation in
excess of the Plan's Integration Level for such year, up to a
maximum of the Maximum Profit Sharing Disparity Rate.

The Maximum Profit Sharing Disparity Rate is 2.7 percent if
the Integration Level equals the annual earnings subject to
Social Security (FICA) tax (the taxable wage base). If the
Integration Level is lower (see below), then the Maximum
Profit Sharing Disparity Rate is determined by the following
formula:

If the Integration is:
<TABLE>
<CAPTION>
The Applicable
More Than But Not More Than Percentage Is:
--------- ----------------- --------------
<S> <C> <C>
$0 X */ 2.7%
X of TWB 80% of TWB 1.3%
80% of TWB Y **/ 2.4%
</TABLE>

*/ X = the greater of $10,000 or 20% of the
Taxable Wage Base.

**/ Y = any amount more than 80% of the Taxable
Wage Base but less than 100% of the Taxable Wage
Base.

"TWB" means the Taxable Wage Base.

For example, if the Maximum Profit Sharing Disparity Rate is
2.7 percent, your Compensation is $61,300, the Plan's
Integration Level is $51,300, the total Compensation of all
Participants is $700,000 and the Compensation of all
Participants that is in excess of the Plan's Integration Level
is $70,000, then the ratio applied under Step Three would be:
(61,300 + 10,000)/(700,000 + 70,000) = 9.25% However, this
exceeds the Maximum Profit Sharing Disparity Rate, so 2.7
percent is applicable instead.

Step Four: Your account will be credited with a portion of
the balance of the Profit Sharing Contribution (after the
allocations in Step One, Step Two and Step Three) that is
equal to the ratio of your Compensation to the Compensation of
all Participants for such year.

[CHOOSE IF YOUR PLAN IS INTEGRATED WITH SOCIAL SECURITY AND YOU HAVE ADOPTED
THE MONEY PURCHASE PENSION PLAN]:

o Profit Sharing Contributions will be allocated to eligible
- --- Participants in two steps as follows:

Step One: Your account will be credited with a portion of the
Profit Sharing Contribution that is equal to the ratio that
the sum of your Compensation plus your Compensation in excess
of the Plan's Integration Level bears to the sum of all
Participants' Compensation plus their Compensation in excess
of the Plan's Integration level for such year, up to a maximum
that does not exceed the lesser of two amounts. The first is
the percentage determined by dividing the allocation by your
Compensation up to the Plan's Integration Level. The second
is the Maximum Disparity Rate.

The Maximum Disparity Rate is 5.7 percent if the Integration
Level equals the annual earnings subject to Social Security
(FICA) tax (the taxable wage base). If the Integration Level
is lower (see below), then the Maximum Disparity Rate is
determined by the following formula:

If the Integration is:
<TABLE>
<CAPTION>
The Applicable
More Than But Not More Than Percentage Is:
--------- ----------------- --------------
<S> <C> <C>
$0 X */ 5.7%
X of TWB 80% of TWB 4.3%
</TABLE>

86
<PAGE> 79
<TABLE>
<S> <C> <C>
80% of TWB Y **/ 5.4%
</TABLE>

*/ X = the greater of $10,000 or 20% of the
Taxable Wage Base.

**/ Y = any amount more than 80% of the Taxable
Wage Base but less than 100% of the Taxable
Wage Base.

"TWB" means the Taxable Wage Base.

For example, if the Maximum Disparity Rate is 5.7 percent,
your Compensation is $61,300, the Plan's Integration Level is
$51,300, the total Compensation of all Participants is
$700,000 and the Compensation of all Participants that is in
excess of the Plan's Integration Level is $70,000, then the
ratio applied under Step One would be:

(61,300 + 10,000)/(700,000 + 70,000) = 9.25%

However, this exceeds the Maximum Disparity Rate, so 5.7
percent is applicable instead. (This assumes the allocation as
a percentage of your Compensation up to the Plan's Integration
Level would exceed 5.7 percent). Step Two: Your account will
be credited with a portion of the balance of the Profit Sharing
Contribution (after the allocation in Step One) that is equal
to the ratio of your Compensation to the Compensation of all
Participants for such year.

The Plan's Integration Level is equal to:

[CHECK ONE OF THE FOLLOWING ITEMS]

The taxable wage base, which is the annual earnings subject to Social
- --- Security (FICA) tax.

A dollar amount equal to [INSERT DOLLAR AMOUNT].
- ---
A percentage of the taxable wage base equal to ____ % of the annual
- --- earnings subject to Social Security (FICA) tax.

Under some circumstances, special minimum allocation rules may result in your
receiving a larger allocation than you normally would. The amount that can be
allocated to your Account in any Plan Year, including forfeitures (if any), is
limited by rules applying to all qualified plans.

F. VESTING.
--------

Vesting refers to the nonforfeitable interest you have in each of your
subaccounts. In other words, your vested interest in your account is
the amount you will receive when your account is distributed to you.

You will always have a 100 percent vested and nonforfeitable
interest in the amounts you have in your:

o Trustee Transfer and Rollover Subaccounts.
- ---

[CHECK THE FOLLOWING ITEM ONLY IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
CONTRIBUTIONS]:

o Nondeductible Voluntary Contribution Subaccount.
- ---
You will earn a vested interest in your Profit Sharing
Contribution Subaccount in accordance with the following:

[CHECK ONE OF THE FOLLOWING ITEMS]:

o You will always have a 100 percent vested and nonforfeitable
- --- interest in your Profit Sharing Contribution Subaccount.

o You will have a 100 percent vested and nonforfeitable interest
- --- in your Profit Sharing Contribution Subaccount in the event of
any of the following:

87
<PAGE> 80
o You reach your retirement date.
o You die or become disabled.

Otherwise, you will earn a vested interest in your Profit Sharing Contribution
Subaccount in accordance with the following schedule:

[CHECK ONE OF THE FOLLOWING ITEMS]:

<TABLE>
<CAPTION>
o Years of Service Vested Percentage
- --- ---------------- -----------------

<S> <C>
1 year 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
</TABLE>

For example, if you are employed for six years, you will be
entitled to the entire amount in your Profit Sharing
Contribution Subaccount. However, if you terminate employment
with the Employer after only four years, even though you
return to employment with the Employer six years later, you
will be entitled to receive only 60 percent of that amount.

o You will be 100 percent vested after three years of service.
- --- If you terminate employment prior to three years you will not
have any vested interest in your Profit Sharing Contribution
Subaccount.

G. FORFEITURES.
------------

[CHECK ONE OF THE FOLLOWING ITEMS]:

o You have a 100 percent vested and nonforfeitable
--- interest in the amounts in your account at all times.
Your account therefore will not be subject to
forfeitures.

o Forfeitures occur when you terminate employment
--- before becoming fully vested in your account, as
explained in the section on "Vesting." Effective for
the first Plan Year beginning after 1984, any portion
of your Account that is not vested will be forfeited
as of the last day of the Plan Year in which your
fifth consecutive Break in Service occurs. Forfeited
amounts will not be reinstated, even if you return to
service with the Employer. Such forfeitures will be
allocated among the Accounts of other Participants in
the same manner as Profit Sharing Contributions.

H. DISTRIBUTION OF BENEFITS.
-------------------------

1. ELIGIBILITY FOR DISTRIBUTION. You will be entitled
to receive a distribution of the vested amounts
in your account upon occurrence of any of the
following:

o Your termination of employment with the Employer for any
reason.
o Your total and permanent disability.
o Your death.
o Termination of the Plan.
o Your attainment of normal retirement age, which is:

[CHECK ONE OF THE FOLLOWING ITEMS]:

X o Age 65
---
o Age ________ [INSERT NORMAL RETIREMENT AGE]
--- or the ______________ [INSERT ANNIVERSARY
DATE] of the day you commenced participation
in the plan.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS EARLY
RETIREMENT]:

88
<PAGE> 81
o If you elect Early Retirement, attainment of
--- your Early Retirement Date, which is the
first day of the month coincident with or
next following the date you reach age
[INSERT EARLY RETIREMENT AGE] and complete
[INSERT NUMBER OF YEARS] Years of Service.

2. TIMING OF DISTRIBUTIONS. You will begin receiving
benefit distributions in accordance with the
following:

Generally, benefit distributions will commence not later than
60 days after the end of the Plan Year in which you become
eligible to receive benefits.

o In the event of your death, your spouse, if you are married,
will generally be entitled to receive your benefit
distribution. If you are unmarried, or if your spouse has
given written consent, your designated Beneficiary will
receive your benefit distribution. If you have no spouse or
designated Beneficiary, your benefit distribution will go to
your estate.

o If you so elect, you may defer commencement of the
distribution of your benefit beyond the date you first become
eligible to receive that distribution, to a date which you may
specify. The date you specify must not be later than the
April 1 following the close of your taxable year in which you
attain age 70 1/2.

o If you attained age 70 1/2 before January 1, 1988, special
rules apply to your distributions.

If you wish to receive benefit distributions before attaining age 59 1/2, you
may be subject to a penalty tax, and you must notify the Plan Administrator in
writing that you are aware of the consequences of this tax.

3. FORM OF DISTRIBUTION. If you are married, your
benefit will automatically be distributed in the form of a joint and survivor
annuity, unless you elect otherwise and your spouse consents in writing to one
of the forms below. If you are unmarried, your benefit will automatically be
distributed in the form of a life annuity, unless you elect any of the other
distribution options listed below.

o In a lump sum payment of cash, or a lump sum payment that
includes an in-kind distribution of all mutual fund shares
credited to your account.

o In substantially equal monthly, quarterly, or annual
installment payments of cash or distributions in kind of the
mutual fund shares credited to your account, over a period of
years not to exceed your life expectancy or the joint and
survivor life expectancies of you and your Beneficiary.

o In the form of an annuity, which is a level payment that you
receive at a fixed interval over a specified period of time.
If you are married, the annuity will automatically take the
form of a joint and survivor annuity, unless you elect
otherwise, and your spouse consents in writing, as described
above. A joint and survivor annuity is an annuity paid over
the lives of both you and your spouse. If your spouse
survives you, the annuity payment your spouse will receive
will be at least 50 percent of the annuity payment you
received or would have received.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PROVIDES FOR THIS FORM
OF DISTRIBUTION]:

o In monthly, quarterly, or annual installment payments of cash,
- --- or the distribution of shares in kind, so that the amount you
receive each Plan Year is equal to the amount in your account
at the beginning of that Plan Year divided by the joint and
survivor life expectancy of you and your Beneficiary for that
Plan Year. Your joint and survivor life expectancy will be
recalculated each Plan Year so that benefit payments will
continue through your life and that of your Beneficiary.

I. INVESTMENT OF PLAN ASSETS
-------------------------

All contributions made to the Plan are kept in the Trust. A
separate account, including all of the subaccounts described in the section on
"Participant Accounts," is maintained for you within that Trust. The assets of
the Trust are invested as follows:

89
<PAGE> 82
[CHECK ONE OF THE FOLLOWING ITEMS]:

X o You must direct the Plan Administrator to invest the amounts
- --- in all of your subaccounts in specified investments offered by
the Sponsor.

o ___________ [INSERT PERCENTAGE] of the assets of the Trust
- --- are invested in shares or other investments offered by the
Sponsor. The remaining assets are invested in such other
investments as are acceptable to the Trustee.

o You _____________ [INSERT "MAY" OR "MUST"] direct the Plan
- --- Administrator to invest the amounts in the following
subaccount in specified investments offered by the Sponsor:

[CHECK ONE OR BOTH OF THE FOLLOWING ITEMS]:

o The amounts in your Nondeductible Voluntary
--- Contribution Subaccount.

o The amounts in your Profit Sharing
--- Contribution Subaccount.

o The amounts in your Trustee Transfer and
--- Rollover Subaccounts.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS WITHDRAWALS]:

J. WITHDRAWALS
-----------

You may make the following types of withdrawals from your
account:

[CHECK ALL APPLICABLE ITEMS]:

o If you have made Voluntary Employee Contributions to the Plan,
- --- you will be permitted to withdraw the amounts in your
Nondeductible Voluntary Contribution Subaccount. If you are
married, your spouse must consent to the withdrawal.

o In the event of an imminent and heavy financial need due to
- --- the purchase or renovation of a primary residence, the
educational, medical or personal expenses of you or a member
of your immediate family, or other hardship, you will be
permitted to make a hardship withdrawal of amounts credited to
your Profit Sharing Contribution Subaccount. All hardship
withdrawals are subject to approval by the Plan Administrator.
Such withdrawals can only be made after prior withdrawal of all
amounts in your Nondeductible Voluntary Contribution
Subaccount, and after exhausting all other reasonable sources
of funds. If you are married, your spouse must consent to any
withdrawals.

[CHECK THE FOLLOWING ITEM IF PLAN LOANS ARE PERMITTED]:

K. LOANS.
- --- ------

This Plan contains provisions that permit you to borrow (with
the consent of your spouse) from the Plan part of your vested interest in your
account. Such a loan will not be made, however, if the total of all
outstanding loans to you from all pension and profit sharing plans of the
Employer exceed the lesser of $50,000 (taking into account the highest
principal balance of any loan outstanding at any time during the preceding 12
months) or one-half of the value of your vested interest in your account.

The Plan Administrator will set the terms of all loans. The
maximum payment term for any loan will generally be five years. The interest
rate will be determined by the Plan Administrator. Your account will be
security for the loan.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS PARTICIPANTS TO PURCHASE LIFE
INSURANCE]:

L. INSURANCE.
- --- ----------

The Plan contains provisions permitting you to designate a
portion of the amounts in your Profit Sharing Contribution Subaccount to
purchase life insurance. The portion of your Profit Sharing Contribution
Subaccount which may be used to purchase life insurance is equal to _________
[INSERT PERCENTAGE] of that subaccount.

90
<PAGE> 83
III. CLAIMS PROCEDURE
----------------

You or your Beneficiary may file a written claim for benefits under
this Plan with the Plan Administrator at any time. If your claim is denied to
any extent by the Plan Administrator, a written notification must be sent to
you within 90 days. If you choose to appeal the decision, a request for review
must be made in writing to the Plan Administrator within 60 days of receipt of
written notification of the denial. Within 60 days after the appeal is filed,
or within 120 days, if there are special circumstances involved, the Plan
Administrator will issue a written decision.

IV. CHANGES TO THE PLAN
-------------------

A. AMENDMENT OF THE PLAN
---------------------

The Employer, together with the Sponsor, reserves the right to
amend the Plan at any time. You will be kept informed of any material
amendments to the Plan by updates to this Summary Plan Description.

B. TERMINATION OF THE PLAN
-----------------------

The Employer intends to continue this Plan indefinitely.
However, the Employer reserves the right to terminate the Plan at any time. If
a termination takes place, or if the Employer discontinues making contributions
to the Plan, you will have a 100 percent vested and nonforfeitable interest in
all of the amounts in your account. These amounts may be distributed to you at
that time, or may be distributed in accordance with the benefit distribution
rules.

C. MERGER, CONSOLIDATION OR TRANSFER OF THE PLAN
---------------------------------------------

In the event of the merger, consolidation or transfer of
assets or liabilities of the Plan to any other plan, your benefits will not be
decreased from what they would have been prior to such an event.

V. GENERAL INFORMATION
-------------------

NAME OF PLAN:
-------------------------------------------------------
[INSERT NAME OF EMPLOYER] Profit Sharing Plan

EMPLOYER:
-------------------------------------------------------

-------------------------------------------------------
[INSERT NAME, ADDRESS AND TELEPHONE NUMBER OF EMPLOYER]

TYPE OF PLAN: Profit Sharing Plan

TYPE OF ADMINISTRATION: Trusteed

EMPLOYER'S FISCAL YEAR:
-------------------------------------------------------

PLAN YEAR END:
-------------------------------------------------------

PLAN ADMINISTRATOR:
-------------------------------------------------------
[INSERT NAME, ADDRESS AND TELEPHONE NUMBER OF PLAN
ADMINISTRATOR]

TRUSTEES:
-------------------------------------------------------

-------------------------------------------------------
[INSERT NAME, TITLE, ADDRESS AND PHONE NUMBER OF
PRINCIPAL PLACE OF OF EACH TRUSTEE]

AGENT FOR SERVICE OF
LEGAL PROCESS: -------------------------------------------------------
[INSERT NAME AND ADDRESS OF PERSON DESIGNATED AS AGENT
FOR SERVICE OF LEGAL PROCESS]

91
<PAGE> 84
EMPLOYER IDENTIFICATION #
----------------------------------------------------
PLAN NUMBER:
----------------------------------------------------

Also, a complete list of the employers and employee organizations sponsoring
the Plan may be obtained by participants and beneficiaries upon written request
to the Plan administrator, and is available for examination by participants and
beneficiaries, as required by Labor Reg. Section 1.2520.104-b1 and Section
2520.104b-30.

VI. NON-APPLICATION OF PBGC GUARANTEES

Because this Plan is a defined contribution plan, the benefits you
will receive are exempt from and not insured by the Pension Benefit Guaranty
Corporation.

VII. SPECIAL RIGHTS UNDER ERISA

As a participant in the [INSERT NAME OF EMPLOYER] Profit Sharing Plan,
you are entitled to certain rights and protections under the Employee
Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan
Participants shall be entitled to:

o Examine, without charge, at the Plan Administrator's office
and at other specified locations, all Plan documents,
including insurance contracts, affecting the individual making
the request, and copies of all documents filed by the Plan
with the U.S. Department of Labor, such as detailed annual
reports and Plan descriptions.

o Obtain copies of all Plan documents and other Plan information
upon written request to the Plan Administrator. The Plan
Administrator may make a reasonable charge for the copies.

o Receive a summary of the Plan's annual financial report. The
Plan Administrator is required by law to furnish each
Participant with a copy of this summary annual report.

o Obtain a statement of the total value of your account under
the Plan and your vested (nonforfeitable) portion of this
account. This statement must be requested in writing and is
not required to be given more than once a year. The Plan will
provide the statement free of charge.

In addition to creating rights for Plan Participants, ERISA
imposes duties upon the people who are responsible for the operation of the
Plan. These people who operate your plan, called "fiduciaries" of the Plan,
have a duty to do so prudently and in the interest of you and other Plan
Participants and Beneficiaries. No one, including your Employer, or any other
person, may fire you or otherwise discriminate against you in any way to
prevent you from obtaining a benefit under this Plan or exercising your rights
under ERISA. If your claim for a benefit is denied in whole or in part you
must receive a written explanation of the reason for the denial. You have the
right to have the Plan review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above
rights. For instance, if you request materials from the Plan and do not
receive them within 30 days, you may file suit in a federal court. In such a
case, the court may require the Plan Administrator to provide the materials and
pay you up to $100 a day until you receive the materials unless the materials
were not sent because of reasons beyond the control of the Plan Administrator.
If you have a claim for benefits which is denied or ignored, in whole or in
part, you may file suit in a state or federal court. If it should happen that
Plan fiduciaries misuse the Plan's money, or if you are discriminated against
for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. The court will decide who
should pay court costs and legal fees. If you lose, the court may order you to
pay these costs and fees, for example, if it finds your claim is frivolous. If
you have any questions about your Plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.

92
<PAGE> 85

MODEL
SUMMARY PLAN DESCRIPTION
OF THE

----------------------------------------
[INSERT NAME OF EMPLOYER]

MONEY PURCHASE PENSION PLAN

93
<PAGE> 86
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

II. DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS . . . . . . . . . . . . . . . . . . . 3

A. Terms With Special Meanings. . . . . . . . . . . . . . . . . . . . . . . . . 3
B. Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
C. Individual Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
D. Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
E. Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
F. Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
G. Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
H. Distributions of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . 7
I. Investment of Plan Assets . . . . . . . . . . . . . . . . . . . . . . . . . 8
J. Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
K. Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
L. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

III. CLAIMS PROCEDURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

IV. CHANGES TO THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

V. GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

VI. NON-APPLICATION OF PBGC GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . 11

VII. SPECIAL RIGHTS UNDER ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>

94
<PAGE> 87
MODEL
SUMMARY PLAN DESCRIPTION
OF THE

----------------------------------------
[INSERT NAME OF EMPLOYER]
MONEY PURCHASE PENSION PLAN

I. INTRODUCTION
------------

_______________________________________ [INSERT NAME OF EMPLOYER] (the
"Employer") is pleased to be able to provide you with the _____________________
[INSERT NAME OF EMPLOYER] Money Purchase Pension Plan (the "Plan" or the
"Pension Plan"). The Plan is effective as of __________________________________
[INSERT EFFECTIVE DATE].

Only the main features of the Plan are explained in this
Summary Plan Description. Any questions which are not answered here should be
referred to _______________________________________ [INSERT NAME OF DEPARTMENT
OR PERSONNEL RESPONSIBLE FOR PARTICIPANT INFORMATION]. If there is any
inconsistency between the Plan as described in this Summary Plan Description
and the Plan document itself, the terms of the Plan document will govern.
Copies of the Plan document and the Trust Agreement are available for your
inspection during regular working hours.

II. DESCRIPTION OF PLAN BENEFITS AND REQUIREMENTS
---------------------------------------------

A. TERMS WITH SPECIAL MEANINGS
---------------------------

Certain words and terms used in this Summary have special
meanings. Many of these terms are fined in this section,
while others are explained in the text of the Summary. To
assist you in identifying these terms within the text, they
are capitalized.

1. BENEFICIARY. Your designated Beneficiary is the
person you name to receive your benefit distribution
in the event of your death. If you are married,
you will need written consent from your spouse to name
someone other that your spouse as your Beneficiary.

2. BREAK IN SERVICE. A Break in Service occurs if you
complete less than 501 Hours of Service with the
Employer during a Plan Year.

3. COMPENSATION. Compensation is the total compensation
paid to you by the Employer during any portion of a
Plan Year during which you were a Plan Participant.
If you are self-employed, your Compensation is your
earned income less your deductible contributions to
any qualified retirement plans.

4. HOURS OF SERVICE. Each hour for which you are paid
or entitled to be paid by the Employer. In addition,
uncompensated authorized leaves of absence that do
not exceed two years, military leave while your
reemployment rights are protected by law, and
absences from work for maternity or paternity reasons
may be credited as Hours of Service for the purpose
of determining whether you had a Break in Service.

5. PARTICIPANT. A Participant is an employee who has
met the requirements for participating in this Plan,
and whose account has been neither completely
forfeited nor distributed.

6. PLAN YEAR. The Plan Year is the 12-month period
ending on the date shown in section V of this
Summary.

7. SPONSOR. The Sponsor is the organization which has
made this Plan available to the Employer.

8. TRUST. The Trust is a fund maintained by the Trustee
for the investment of Plan assets,
including the amount in your account.

9. YEAR OF SERVICE. A Year of Service is the applicable
12-month period during which you complete 1000 or
more Hours of Service. For eligibility purposes, the
applicable 12-month period is your first year of
employment or any Plan Year. For vesting purposes,
the applicable 12-month period is the Plan Year.

95
<PAGE> 88
B. PARTICIPATION
-------------

You will be eligible to participate in the Plan after you have
met the following eligibility requirements:

[CHECK ALL APPLICABLE ITEMS]

X o You have reached age 21.
- ---
X o You have completed 1 Year (s) of Service.
- ---
X o You are not a member of a collective bargaining unit.
- ---
X o You are not a nonresident alien.
- ---

The first entry date, or date in which you can first
participate in the Plan if you meet these requirements, is ________________
[INSERT EFFECTIVE DATE]. Thereafter, the entry date(s) will be January 1 &
July 1 of each Plan Year.

C. INDIVIDUAL ACCOUNTS
-------------------

A separate account will be maintained for you within the Plan.
This account will be further divided into subaccounts, which will be credited
with the different types of contributions that are described in the next
section. The subaccounts that will be maintained for you are as follows:

1. MONEY PURCHASE PENSION CONTRIBUTION SUBACCOUNT. This
subaccount will be credited with your share of Employer Money Purchase Pension
Contributions, distributions from this subaccount, and the earnings and losses
attributable to this subaccount.

2. TRUSTEE TRANSFER AND ROLLOVER SUBACCOUNTS. These
subaccounts will be credited with any rollover contributions or transfer
contributions you may make to the Plan, any distributions from the subaccount,
and the earnings and losses attributable to the subaccount.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
CONTRIBUTIONS]:

3. NONDEDUCTIBLE VOLUNTARY CONTRIBUTION SUBACCOUNT.
This subaccount will be credited with your Voluntary Employee Contributions,
any distributions from this subaccount, and the earnings and losses
attributable to this subaccount.

D. CONTRIBUTIONS
-------------

The Employer will make, or you will be permitted to make, the
following types of contributions. These contributions will be allocated to the
appropriate subaccounts within your account.

1. EMPLOYER MONEY PURCHASE PENSION
CONTRIBUTIONS. The Employer will make Money Purchase
Pension Contributions to the Plan each Plan Year in
accordance with a formula based on your Compensation.
This formula is given in the section on
"Allocations."

You will also be permitted, with the approval
of the Plan Administrator, to authorize a direct
transfer to the Plan of amounts that are attributable
to your participation in other pension or profit
sharing plans.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS
VOLUNTARY EMPLOYEE CONTRIBUTIONS]:

3. VOLUNTARY EMPLOYEE CONTRIBUTIONS. To
increase your retirement benefits from this Plan, you
may choose to make voluntary contributions to the
Plan of up to ___________ [INSERT

96
<PAGE> 89
MAXIMUM VOLUNTARY EMPLOYEE CONTRIBUTION PERCENTAGE]
of your Compensation. Such contributions will not be
permitted, however, for Plan Years beginning after
______________________________ [THE PLAN YEAR IN
WHICH THE PLAN IS ADOPTED]. The minimum contribution
you must make if you choose to make a voluntary
contribution is as follows:

[CHECK ONE OF THE FOLLOWING ITEMS]:

o The minimum voluntary contribution
--- is ________________ [INSERT MINIMUM
VOLUNTARY CONTRIBUTION PERCENTAGE]
of your Compensation.

X o There is no minimum voluntary
--- contribution.

E. ALLOCATIONS
-----------

1. Eligibility for Allocations. Each Plan Year the
Employer will make a Money Purchase Pension Contribution to the Plan in
accordance with the formula based on your Compensation. Your account will be
allocated a contribution

X o Unless you terminate your employment during the Plan Year with
- --- not more than 500 [INSERT HOURS OF SERVICE REQUIREMENT] Hours
of Service and you are not an employee as of the last day of
the Plan Year. (You will receive an allocation, however, if
you die, retire or become disabled during the Plan Year).

Under some circumstances, special minimum allocation rules may result in your
receiving an allocation, even if you do not meet any of the requirements set
forth above.

2. AMOUNT OF ALLOCATION. If you are eligible, your account will
be credited with a Money Purchase Pension Contribution as follows:

o The Employer will make a contribution on your behalf equal to
[INSERT CONTRIBUTION PERCENTAGE] of your Compensation.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN IS INTEGRATED WITH SOCIAL SECURITY]:

o The Employer will make a contribution equal to ___ % of your
- --- Compensation up to the Plan's Integration Level, plus ___ %
of your Compensation excess of the Plan's Integration Level.

The Plan's Integration Level is equal to:

[CHECK ONE OF THE FOLLOWING ITEMS]:

o The taxable wage base, which is the annual
--- earnings subject to Social Security (FICA)
tax.

o A dollar amount equal to ___________ [INSERT
--- DOLLAR AMOUNT].

o A percentage of the taxable wage base equal
--- to ___ % of the annual earnings subject to
Social Security (FICA) tax.

For example, suppose that the Plan's taxable
wage base is equal to $51,300, and that your
Compensation during a Plan Year totaled
$61,300. You would receive an allocation of
______ [INSERT CONTRIBUTION PERCENTAGE] of
your first $51,300 in Compensation, and
______ [INSERT EXCESS CONTRIBUTION
PERCENTAGE] on the remainder of $10,000.

Under some circumstances, special minimum allocation rules may cause you to
receive a larger allocation than you normally would. The amount that can be
allocated to your account in any Plan Year is limited by rules applying to all
qualified plans.

F. VESTING
-------

Vesting refers to the nonforfeitable interest you have in each
of your subaccounts. In other words, your vested interest in your account is
the amount you will receive when your account is distributed to you.

You will always have a 100 percent vested and nonforfeitable
interest in the amounts you have in your:

97
<PAGE> 90
o Trustee transfer and rollover subaccounts.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY
EMPLOYEE CONTRIBUTIONS]:

o Nondeductible Voluntary Contribution Subaccount.

You will earn a vested interest in your Money Purchase Pension
Contribution Subaccount in accordance with the following:

[CHECK ONE OF THE FOLLOWING ITEMS]:

o You will always have a 100 percent vested and nonforfeitable
- --- interest in your Money Purchase Pension Contribution
Subaccount.

o You will have a 100 percent vested and nonforfeitable interest
- --- in your Money Purchase Pension Contribution Subaccount in the
event of any of the following:
o You reach your retirement date.
o You die or become disabled.

Otherwise, you will earn a vested interest in your Money
Purchase Pension Contribution Subaccount in accordance with the following
schedule:

[CHECK ONE OF THE FOLLOWING ITEMS]

<TABLE>
<CAPTION>
o Years of Service Vested Percentage
- --- ---------------- -----------------

<S> <C>
1 year 0%
2 years 20%
3 years 40%
4 years 60%
5 years 80%
6 or more years 100%
</TABLE>

For example, if you are employed for six years, you will be
entitled to the entire amount in your Money Purchase Pension
Contribution Subaccount. However, if you terminate employment
with the Employer after only four years, even though you
return to employment with the Employer six years later, you
will be entitled to receive only 60 percent of that amount.

o You will be 100 percent vested after three years of service.
- --- If you terminate employment prior to three years you will not
have any vested amount in your Money Purchase Pension
Contribution Subaccount.

Any portion of your Money Purchase Pension Contribution
Subaccount in which you do not have a vested interest will be
forfeited by you as of the last day of the Plan Year in which
your fifth consecutive Break in Service occurs.

G. FORFEITURES
-----------

[CHECK ONE OF THE FOLLOWING ITEMS]:

o You have a 100 percent vested and nonforfeitable interest in
- --- the amounts in your account at all times. You will therefore
not be subject to forfeitures.

o Forfeitures occur when you terminate employment before
- --- becoming fully vested in your account, as explained in the
section on "Vesting." Effective for the first Plan Year
beginning after 1984, any portion of your account that is not
vested will be forfeited as of the last day of the Plan Year
in which your fifth consecutive Break in Service occurs.
Forfeited amounts will not be reinstated, even if you return
to service with the Employer. Such forfeitures either will
be:

[CHECK ONE OF THE FOLLOWING ITEMS]:

o Used by the Employer as a credit against its
--- future contributions to the Plan; or

o Reallocated among the accounts of remaining
--- Participants in proportion to their pay.

98
<PAGE> 91
H. DISTRIBUTION OF BENEFITS.
-------------------------

1. ELIGIBILITY FOR DISTRIBUTION. You will be entitled to receive
a distribution of the vested amounts in your account upon occurrence of any of
the following:

[CHECK ONE OF THE FOLLOWING ITEMS]:

X o Age 65.
---
o Age ____ [INSERT NORMAL RETIREMENT AGE] or
--- the ___________________ [INSERT ANNIVERSARY
DATE] of the day you commenced participation
in the Plan.

[CHECK THE FOLLOWING IF YOUR PLAN PERMITS EARLY RETIREMENT]:

o If you elect early retirement, attainment of
--- your early retirement date, which is the
first day of the month coincident with or
next following the date you reach age ______
[INSERT EARLY RETIREMENT AGE] and complete
___ [INSERT NUMBER OF YEARS] Years of Service.

2. TIMING OF DISTRIBUTIONS. You will begin receiving
benefit distributions in accordance with the
following:

o Generally, benefit distributions will commence not later than
60 days after the end of the Plan Year in which you become
eligible to receive benefits.

o If you attained age 70 1/2 before January 1, 1988, special
rules apply to your distributions.

If you wish to receive benefit distributions before attaining
age 59 1/2, you may be subject to a penalty tax, and you must notify the Plan
Administrator in writing that you are aware of the consequences of this tax.

o In a lump sum payment of cash, or a lump sum payment that
includes an in-kind distribution of all mutual fund shares
credited to your account.

99
<PAGE> 92
unless you elect otherwise, and your spouse consents in
writing, as described above. A joint and survivor annuity is
an annuity paid over the lives of both you and your spouse.
If your spouse survives you, the annuity payment your spouse
will receive will be at least 50 percent of the annuity
payment you received or would have received.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PROVIDES THIS FORM OF
DISTRIBUTION]:

I. INVESTMENT OF PLAN ASSETS
-------------------------

All contributions made to the Plan are kept in the Trust. A
separate account, including all of the subaccounts described in the section on
"Participant accounts," is maintained for you within that Trust. The assets of
the Trust are invested as follows:

[CHECK ONE OF THE FOLLOWING ITEMS]:

X o All of the assets of the Trust are invested in shares or other
- --- investments offered by the Sponsor.

o __________ [INSERT PERCENTAGE] of the assets of the Trust are
- --- invested in shares or other investments offered by the
Sponsor. The remaining assets are invested in such other
investments as are acceptable to the Trustee.

o You ________ [INSERT "may" or "must"] direct the Plan
- --- Administrator to invest the amounts in the following
subaccount in specified investments offered by the Sponsor:

[CHECK ONE OR BOTH OF THE FOLLOWING ITEMS]:

o The amounts in your Nondeductible Voluntary Contribution
- --- Subaccount.

o The amounts in your Money Purchase Pension Contribution
- --- Subaccount.

o The amounts in your trustee transfer and rollover subaccounts.
- ---

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS VOLUNTARY EMPLOYEE
CONTRIBUTIONS]:

J. WITHDRAWALS
-----------

If you have made Voluntary Employee Contributions to the Plan,
you will be permitted to withdraw the amounts in your Nondeductible Voluntary
Contribution Subaccount. If you are married, your spouse must consent to the
withdrawal.

[CHECK THE FOLLOWING ITEM IF PLAN LOANS ARE PERMITTED]

K. LOANS
- --- -----

The Plan contains provisions that permit you to borrow from
the Plan part of your vested interest in your account. Such a loan will not be
made, however, if the total of all outstanding loans to you from all pension
and profit sharing plans of the Employer exceed the lesser of $50,000 (taking
into account the highest principal balance of any loan outstanding at any time
during the preceding 12 months) or one-half of the value of your vested
interest in your account.

The Plan Administrator will set the terms of all loans. The
maximum payment term for any loan will generally be five years.

[CHECK THE FOLLOWING ITEM IF YOUR PLAN PERMITS PARTICIPANTS TO
PURCHASE LIFE INSURANCE]:

100
<PAGE> 93
L. INSURANCE
---------

The Plan contains provisions permitting you to designate a
portion of the amounts in your Money Purchase Pension Contribution Subaccount
to purchase life insurance. The portion of your Money Purchase Pension
Contribution Subaccount which may be used to purchase life insurance is equal
to _____ [INSERT PERCENTAGE] of that subaccount.

III. CLAIMS PROCEDURE
----------------

IV. CHANGES TO THE PLAN
-------------------

A. AMENDMENT OF THE PLAN
---------------------

B. TERMINATION OF THE PLAN
-----------------------

C. MERGER, CONSOLIDATION OR TRANSFER OF THE PLAN
---------------------------------------------

V. GENERAL INFORMATION
-------------------

NAME OF PLAN:
_____________________________________________
Money Purchase Pension Plan

EMPLOYER:
_____________________________________________

_____________________________________________

TYPE OF PLAN: Money Purchase Pension Plan

TYPE OF ADMINISTRATION: Trusteed

EMPLOYER'S FISCAL YEAR:
_____________________________________________

PLAN YEAR END:
_____________________________________________

PLAN ADMINISTRATOR:
_____________________________________________

TRUSTEES:
_____________________________________________

_____________________________________________

_____________________________________________
[INSERT NAME, TITLE, ADDRESS AND PHONE NUMBER OF
PRINCIPAL PLACE OF BUSINESS OF EACH TRUSTEE]

AGENT FOR SERVICE OF LEGAL
PROCESS:
_____________________________________________

101
<PAGE> 94
_____________________________________________
[INSERT NAME AND ADDRESS OF PERSON DESIGNATED AS
AGENT FOR SERVICE OF LEGAL PROCESS]

EMPLOYER IDENTIFICATION
NUMBER
_____________________________________________

PLAN NUMBER:
_____________________________________________

VI. NON-APPLICATION OF PBGC GUARANTEES

Because this Plan is a defined contribution plan, the benefits you
will receive are exempt from and not insured by the Pension Benefit Guaranty
Corporation.

VII. SPECIAL RIGHTS UNDER ERISA

As a participant in the _____________________________________________
[INSERT NAME OF EMPLOYER] Money Purchase Pension Plan, you are entitled to
certain rights and protections under the Employee Retirement Income Security Act
of 1974 (ERISA). ERISA provides that all Plan Participants shall be entitled
to:

o Obtain copies of all Plan documents and other Plan information
upon written request to the Plan Administrator. The Plan
Administrator may make a reasonable charge for the copies.

o Receive a summary of the Plan's annual financial report. The
Plan Administrator is required by law to furnish each
Participant with a copy of this summary annual report.

102
<PAGE> 95
NOTICE TO INTERESTED PARTIES
----------------------------

Current employees of _____________________________________________ are hereby
(Name of Employer)
notified that _____________________________________________ has adopted the
(Name of Adopting Employer)
_______________________________ as its employee retirement benefit plan.
(Name of Plan or Plans)

The employee eligible to participate under this Plan are
_____________________________________________.
(Insert Eligible Class of Employees)

It is not expected that this Plan will be submitted to the Internal Revenue
Service for an advance determination as to whether or not the Plan meets the
qualification requirements of section 401(a) of the Internal Revenue Code.
However, this Plan is a prototype plan and the Internal Revenue Service has
previously issued a favorable opinion letter to the sponsor with regard to this
plan.

As in interested party, you have the right to submit to the Key District
Director of the Internal Revenue Service, either individually or jointly with
other interested parties, your comments as to whether this Plan meets the
qualification requirements of the Internal Revenue Code.

You may also, either or jointly with other interested parties, request that the
Department of Labor submit, on your behalf , comments to the Key District
Director regarding qualification of this Plan.

If the Department of Labor declines to comment on all or some of the matters
you raise, you may, individually or jointly if your request was made to the
Department jointly, submit your comments on these matters directly to the Key
District Director as the following address:

___________________________________________
(NAME AND ADDRESS OF KEY DISTRICT DIRECTOR)

The Department of Labor may not comment on behalf of interested parties unless
requested to do so by the lesser of 10 employees or 10 percent of the employees
who qualify as interested parties. The number of persons needed for the
Department of Labor to comment with respect to this Plan is ______________. A
request to the Department of Labor should be sent to the following address:

Administrator of Pension and Welfare Benefit Programs
U.S. Department of Labor
200 Constitution Avenue N.W.
Washington, D.C. 20216
Attention: 3001 Comment Request

Any comment you submit to the Key District to the Key District Director, or any
request to the Department of Labor must include the name of the Plan, the Plan
number, the opinion letter number, the adopting employer's identification
number, the name and address of the sponsor, and the name and address of the
Plan administrator. Any request to the Department of Labor must also include
the address of the Key District Director. This information can be found at
the end of this Notice.

A comment to the Key District must be received by ____________________________.
(Date 45 Days After Plan is
Adopted)
if you wish to preserve your right to comment to the Key District Director, or
by ______________________________if you wish to waive that right.
(Date 55 Days After Plan is
Adopted)

103
<PAGE> 96
If there are matters upon which you request the Department of Labor to comment
upon on your behalf, and the Department declines to do so, you may submit
comments on these matters directly to the Key District Director. These
comments must be received by the Key District Director within 15 days from the
time the Department of Labor notifies you that it will not comment on a
particular matter, or by __________________________________, whichever is later.
(Date 75 days After the Plan is
adopted)

Detailed instructions regarding the requirements for submitting comments may be
found in sections 6,7, and 8 of Revenue Procedure 80-30.

Additional information concerning this Plan (including, where applicable, a
description of the circumstances which may result in eligibility of loss of
benefits, a description of the source of financing of the plan, and copies of
section 6 of Revenue Procedure 80-30) is available at ________________ during
(Location)
the hours of ________________, for inspection of copying. There may be a
normal charge for copying and/or mailing.

The following information will be needed for correspondence with the Department
of Labor or the Key District Director:

________________________________________
(Name of Adopting Employer)

________________________________________
(Name of Plan or Plans)

________________________________________
(Plan Identification Number(s)

________________________________________
(Opinion Letter Number)

________________________________________
(Name of Sponsor)

________________________________________
(Address of Sponsor)

________________________________________
(Adopting Employer's EIN)

________________________________________
(Name of Plan Administrator)

________________________________________
(Address of Plan Administrator)

________________________________________
(Address of Key District Director)

104

<PAGE> 1

EXHIBIT A(9)(c)(ii)

<TABLE>
SIMPLIFIED EMPLOYEE PENSION-INDIVIDUAL
<S> <C> <C>
Form 5305-SEP RETIREMENT ACCOUNTS CONTRIBUTION AGREEMENT OMB No. 1545-0499
Expires 2-28-97
(Rev. March 1994) (UNDER SECTION 408(k) of the INTERNAL REVENUE CODE) -------------------
DO NOT File
Department of the Treasury With the Internal
Internal Revenue Service Revenue Service
- -------------------------------------------------------------------------------------------------------------
</TABLE>
_____________________________________ makes the following agreement under
(Name of employer)
section 408(k) of the Internal Revenue Code and the instructions to this form.

ARTICLE I--ELIGIBILITY REQUIREMENTS (Check appropriate boxes--see SPECIFIC
INSTRUCTIONS.)
The employer agrees to provide for discretionary contributions in each calendar
year to the individual retirement account or individual retirement annuity (IRA)
of all employees who are at least _______years old (not to exceed 21 years old)
and have performed services for the employer in at least ____ years (not to
exceed 3 years) of the immediately preceding 5 years. This simplified employee
pension (SEP) / / includes / / does not include employees covered under a
collective bargaining agreement, / / includes / / does not include certain
nonresident aliens, and / / includes / / does not include employees whose total
compensation during the year is less than $396*.

ARTICLE II--SEP REQUIREMENTS (See SPECIFIC INSTRUCTIONS.)

The employer agrees that contributions made on behalf of each eligible employee
will be:

A. Based only on the first $150,000 of compensation.
B. Made in an amount that is the same percentage of total compensation for
every employee.
C. Limited annually to the smaller of $30,000* OR 15% of compensation.
D. Paid to the employee's IRA trustee, custodian, or insurance company (for an
annuity contract).

- ------------------------------------ ----------------------------------------
Employer's signature and date Name and title
- -------------------------------------------------------------------------------

PAPERWORK REDUCTION ACT NOTICE

The time needed to complete this form will vary depending on individual
circumstances. The estimated average time is:

RECORDKEEPING . . . . . . . . . . . . . . . . . . . . . . . . . . 7 min.

LEARNING ABOUT THE LAW OR THE FORM . . . . . . . . . . . . . . . . 26 min.

PREPARING THE FORM . . . . . . . . . . . . . . . . . . . . . . . . 20 min.

If you have comments concerning the accuracy of these time estimates or
suggestions for making this form more simple, we would be happy to hear from
you. You can write to both the INTERNAL REVENUE SERVICE, Attention: Reports
Clearance Officer, PC:FP, Washington, DC 20224; and the OFFICE OF MANAGEMENT
AND BUDGET, Paperwork Reduction Project (1545-0499), Washington, DC 20503.
DO NOT send this form to either of these addresses. Instead, keep it for your
records.

A CHANGE TO NOTE

For years beginning after December 31, 1993, the Revenue Reconciliation Act of
1993 (the Act) reduced to $150,000 the annual compensation of each employee to
be taken into account in making contributions to a SEP. The $150,000 amount
will be indexed for inflation after 1994 in increments of $10,000 that will be
rounded to the next lowest multiple of $10,000. See Act section 13212 for
different effective dates and the transition rules that apply to governmental
plans and plans under a collective bargaining agreement.

GENERAL INSTRUCTIONS

Section references are to the Internal Revenue Code unless otherwise noted.

PURPOSE OF FORM.--Form 5305-SEP (Model SEP) is used by an employer to make an
agreement to provide benefits to all eligible employees under a SEP described in
section 408(k). Do not file this form with the IRS. See PUB. 560, Retirement
Plans for the Self-Employed, and PUB. 590, Individual Retirement Arrangements
(IRAs).

SPECIFIC INSTRUCTIONS

INSTRUCTIONS TO THE EMPLOYER

SIMPLIFIED EMPLOYEE PENSION.--A SEP is a written arrangement (a plan) that
provides you with a simplified way to make contributions toward your employees'
retirement income. Under a SEP, you can contribute to an employee's individual
retirement account or annuity (IRA). You make contributions directly to an IRA
set up by or for each employee with a bank, insurance company, or other
qualified financial institution. When using Form 5305-SEP to establish a SEP,
the IRA must be a Model IRA established on an IRS form or a master or prototype
IRA for which the IRS has issued a favorable opinion letter. Making the
agreement on Form 5305-SEP does not establish an employer IRA described in
section 408(c).

WHEN NOT TO USE FORM 5305-SEP.--Do not use this form if you:

1. Currently maintain any other qualified retirement plan. This does not
prevent you from also maintaining a Model Elective SEP (Form 5305A-SEP) or other
SEP to which either elective or nonelective contributions are made.

2. Previously maintained a defined benefit plan that is now terminated.

3. Have any eligible employees for whom IRAs have not been established.

4. Use the services of leased employees (described in section 414(n)).

5. Are a member of an affiliated service group (described in section
414(m)), a controlled group of corporations (described in section 414b)), or
trades or businesses under common control (described in sections 414(c) and
414(o)), unless all eligible employees of all the members of such groups,
trades, or businesses, participate in the SEP.

6. Will not pay the cost of the SEP contributions. Do not use Form 5305-SEP
for a SEP that provides for elective employee contributions even if the
contributions are made under a salary reduction agreement Use Form 5305A-SEP,
or a nonmodel SEP if you permit elective deferrals to a SEP.

ELIGIBLE EMPLOYEES.--All eligible employees must be allowed to participate in
the SEP. An eligible employee is any employee who: (1) is at least 21 years
old, and (2) has performed "service" for you in at least 3 of the immediately
preceding 5 years. NOTE: You can establish less restrictive eligibility
requirements, but not more restrictive ones.

Service is any work performed for you for any period of time, however short.
If you are a member of an affiliated service group, a controlled group of
corporations, or trades or businesses under common control, service includes any
work performed for any period of time for any other member of such group,
trades, or businesses.

EXCLUDABLE EMPLOYEES.--The following employees do not have to be covered by the
SEP: (1) employees covered by a collective bargaining agreement whose retirement
benefits were bargained for in good faith by you and their union, (2)
nonresident alien employees who did not earn U.S. source income from you, and
(3) employees who received less than $396* in compensation during the year.

CONTRIBUTION LIMITS.--The SEP rules permit you to make an annual contribution
of up to 15% of the employee's total compensation or $30,000*, whichever is
less. Compensation, for this purpose, does not include employer contributions
to the SEP or the employee's compensation in excess of $150,000. If you also
maintain a Model Elective SEP or any other SEP that permits employees to make
elective deferrals, contributions to the two SEPs together may not exceed the
smaller of $30,000* or 15% of compensation for any employee.

Contributions cannot discriminate in favor of highly compensated employees.
You are not required to make contributions every year. But you must contribute
to the SEP-IRAs of all of the eligible employees who actually performed services
during the year of the contribution. This includes eligible employees who die
or quit working before the contribution is made.
- -------------------------------------------------------------------------------
*This amount reflects the cost-of-living increase under section 408(k)(8),
effective January 1, 1994. The amount is adjusted annually. Each January, the
IRS announces the increase, if any, in a news release and in the Internal
Revenue Bulletin.
Cat. No. 11825J Form 5305-SEP (Rev. 3-94)

<PAGE> 2

Form 5305-SEP (Rev. 3-94) Page 2
- -------------------------------------------------------------------------------
You may also not integrate your SEP contributions with, or offset them by,
contributions made under the Federal Insurance Contributions Act (FICA).

If this SEP is intended to meet the top-heavy minimum contribution rules of
section 416, but it does not cover all your employees who participate in your
elective SEP, then you must make minimum contributions to IRAs established on
behalf of those employees.

DEDUCTING CONTRIBUTIONS.--You may deduct contributions to a SEP subject to the
limits of section 404(h). This SEP is maintained on a calendar year basis and
contributions to the SEP are deductible for your tax year with or within which
the calendar year ends. Contributions made for a particular tax year must be
made by the due date of your income tax return (including extensions) for that
tax year.

COMPLETING THE AGREEMENT.--This agreement is considered adopted when:
o IRAs have been established for all your eligible employees,
o You have completed all blanks on the agreement form without modification, and
o You have given all your eligible employees the following information:

a. A copy of Form 5305-SEP.

b. A statement that IRAs other than the IRAs into which employer SEP
contributions will be made may provide different rates of return and different
terms concerning, among other things, transfers and withdrawals of funds from
the IRAs.

c. A statement that, in addition to the information provided to an employee
at the time the employee becomes eligible to participate, the administrator of
the SEP must furnish each participant within 30 days of the effective date of
any amendment to the SEP, a copy of the amendment and a written explanation of
its effects.

d. A statement that the administrator will give written notification to each
participant of any employer contributions made under the SEP to that
participant's IRA by the later of January 31 of the year following the year for
which a contribution is made or 30 days after the contribution is made.

Employers who have established a SEP using Form 5305-SEP and have given each
participant a copy of Form 5305-SEP are not required to file the annual
information returns, Forms 5500, 5500-C/R, or 5500-EZ. However, under Title I
of ERISA, relief from the annual reporting requirements is not available to an
employer who selects, recommends, or influences its employees to choose IRAs
into which employer contributions will be made, if those IRAs are subject to
provisions that prohibit withdrawal of funds for any period.

INFORMATION FOR THE EMPLOYEE

The information below explains what a SEP is, how contributions are made, and
how to treat your employer's contributions for tax purposes. For more
information, see page 1. Also, see Pub. 590.

QUESTIONS AND ANSWERS

1. What is a simplified employee pension, or SEP?

A SEP is a written arrangement (a plan) that allows an employer to make
contributions toward your retirement. Contributions are made to an individual
retirement account/annuity (IRA).

Your employer will provide you with a copy of the agreement containing
participation rules and a description of how employer contributions may be made
to your IRA.

All amounts contributed to your IRA by your employer belong to you even
after you stop working for that employer.

2. Must my employer contribute to my IRA under the SEP?

NO. An employer is not required to make SEP contributions. If a contribution
is made, it must be allocated to all the eligible employees according to the SEP
agreement. The Model SEP (Form 5305-SEP) specifies that the contribution for
each eligible employee will be the same percentage of compensation (excluding
compensation higher than $150,000) for all employees.

3. How much may my employer contribute to my SEP-IRA in any year?

Your employer will determine the amount to be contributed to your IRA each
year. However, the amount for any year is limited to the smaller of $30,000* or
15% of your compensation for that year. Compensation does not include any
amount that is contributed by your employer to your IRA under the SEP. Your
employer is not required to make contributions every year or to maintain a
particular level of contributions. See Question 5.

4. How do I treat my employer's SEP contributions for my taxes?

Employer contributions to your SEP-IRA are excluded from your income unless
there are contributions in excess of the applicable limit. See Question 3.
Employer contributions within these limits will not be included on your Form
W-2.

5. May I also contribute to my IRA if I am a participant in a SEP?

YES. You may contribute the smaller of $2,000 or 100% of your compensation
to an IRA. However, the amount you can deduct may be reduced or eliminated
because, as a participant in a SEP, you are covered by an employer retirement
plan. See Question 11.

6. Are there any restrictions on the IRA I select to have my SEP
contributions deposited in?

Contributions must be made to either a Model IRA executed on an IRS form or
a master or prototype IRA for which the IRS has issued a favorable opinion
letter.

7. What if I do not want to participate in a SEP?

If your employer does not require you to participate in a SEP as a
condition of employment, and you elect not to participate, all other employees
of your employer may be prohibited from participating. If one or more eligible
employees do not participate and the employer tries to establish a SEP for the
remaining employees, it could cause adverse tax consequences for the
participating employees.

8. Can I move funds from my SEP-IRA to another tax-sheltered IRA?

YES. You can withdraw or receive funds from your SEP-IRA if within 60 days
of receipt, you place those funds in another IRA or SEP-IRA. This is called a
"rollover" and can be done without penalty only once in any 1-year period.
However, there are no restrictions on the number of times you may make
"transfers" if you arrange to have these funds transferred between the trustees
or the custodians so that you never have possession of the funds.

9. What happens if I withdraw my employer's contribution from my IRA?

You may withdraw your employer's contribution at any time, but any amount
withdrawn is includible in your income unless rolled over. Also, if withdrawals
occur before you reach age 59 1/2, you may be subject to a tax on early
withdrawal.

10. May I participate in a SEP even though I am covered by another plan?

An employer may not adopt this IRS Model SEP if the employer maintains
another qualified retirement plan or has ever maintained a qualified defined
benefit plan. This does not prevent your employer from adopting this IRS Model
SEP and also maintaining an IRS Model Elective SEP or other SEP. However, if
you work for several employers, you may be covered by a SEP of one employer and
a different SEP or pension or profit-sharing plan of another employer.

11. What happens if too much is contributed to my SEP-IRA in 1 year?

Contributions exceeding the yearly limitations may be withdrawn without
penalty by the due date (plus extensions) for filing your tax return (normally
April 15), but is includible in your gross income. Excess contributions left in
your SEP-IRA account after that time may have adverse tax consequences.
Withdrawals of those contributions may be taxed as premature withdrawals. See
Question 9.

12. Is my employer required to provide me with information about SEP-IRAs
and the SEP agreement?

YES. Your employer must provide you with a copy of the completed Form
5305-SEP and a yearly statement showing any contributions to your IRA.

13. Is the financial institution where my IRA is established required to
provide me with information?

YES. It must provide you with a disclosure statement that contains the
following information in plain, nontechnical language.

1. The law that relates to your IRA.

2. The tax consequences of various options concerning your IRA.

3. Participation eligibility rules, and rules on the deductibility of
retirement savings.

4. Situations and procedures for revoking your IRA, including the name,
address, and telephone number of the person designated to receive notice of
revocation. (This information must be clearly displayed at the beginning of the
disclosure statement.)

5. A discussion of the penalties that may be assessed because of prohibited
activities concerning your IRA.

6. Financial disclosure that provides the following information:

a. Projects value growth rates of your IRA under various contribution and
retirement schedules, or describes the method of determining annual earnings and
charges that may be assessed.

b. Describes whether, and for when, the growth projections are guaranteed,
or a statement of the earnings rate and the terms on which the projections are
based.

c. States the sales commission for each year expressed as a percentage of
$1,000.

In addition, the financial institution must provide you with a financial
statement each year. You may want to keep these statements to evaluate your
IRA's investment performance.

[RECYCLED PAPER LOGO] Printed on recycled paper

*U.S. Government Printing Office: 1994-301-628/00120
<PAGE> 3

Form 5305A-SEP OMB No. 1545-1012
Expires 3-31-96
(Rev. March 1994) -----------------
DO NOT FILE WITH
Department of the Treasury THE INTERNAL
Internal Revenue Service REVENUE SERVICE

SALARY REDUCTION AND OTHER ELECTIVE SIMPLIFIED
EMPLOYEE PENSION-INDIVIDUAL RETIREMENT ACCOUNTS
CONTRIBUTION AGREEMENT
(UNDER SECTION 408(k) OF THE INTERNAL REVENUE CODE)
- -------------------------------------------------------------------------------

- ---------------------------- establishes the following Model Elective SEP under
Name of employer

section 408(k) of the Internal Revenue Code and the instructions to this form.

ARTICLE I--ELIGIBILITY REQUIREMENTS (Check appropriate boxes-see instructions.)

Provided the requirements of Article III are met, the employer agrees to permit
elective deferrals to be made in each calendar year to the individual retirement
accounts or individual retirement annuities (IRAs), established by or for all
employees who are at least _______ years old (not to exceed 21 years) and have
performed services for the employer in at least ______ years (not to exceed
3 years) of the immediately preceding 5 years. This simplified employee
pension (SEP) / / includes / / does not include employees covered under a
collective bargaining agreement, / / includes / / does not include certain
nonresident aliens, and / / includes / / does not include employees whose total
compensation during the year is less than $396*.

ARTICLE II--ELECTIVE DEFERRALS (See instructions.)

A. SALARY REDUCTION OPTION. An eligible employee may elect to have his or her
compensation reduced by the following percentage or amount per pay period, as
designated in writing to the employer. Check appropriate box(es) and fill in
the blanks.

1. / / An amount not in excess of ___ % (not to exceed 15%) of an eligible
employee's compensation.
2. / / An amount not in excess of $___________ .

B. CASH BONUS OPTION. An eligible employee may base elective deferrals on
bonuses that, at the employee's election, may be contributed to the SEP or
received in cash during the calendar year. Check if elective deferrals on
bonuses may be made to this SEP . . / /

C. TIMING OF ELECTIVE DEFERRALS. No deferral election may be based on
compensation an eligible employee received, or had a right to receive, before
execution of the deferral election.

ARTICLE III--SEP REQUIREMENTS (See instructions.)

The employer agrees that each employee's elective deferrals to the SEP will be:

A. Based only on the first $150,000 of compensation.

B. Limited annually to the smaller of: (1) 15% of compensation; or (2) $9,240*.

C. Limited further, under section 415, if the employer also maintains another
SEP.

D. Paid to the employee's IRA trustee, custodian, or insurance company (for an
annuity contract) or, if necessary, an IRA established for an employee by the
employer.

E. Made only if at least 50% of the employer's employees eligible to participate
elect to have amounts contributed to the SEP. If the 50% requirement is not
satisfied as of the end of any calendar year, then all of the elective deferrals
made by the employees for that calendar year will be considered "disallowed
deferrals," i.e., IRA contributions that are not SEP-IRA contributions.

F. Made only if the employer had 25 or fewer employees eligible to participate
at all times during the prior calendar year.

G. Adjusted only if deferrals to this SEP for any calendar year do not meet
the "deferral percentage limitation" described on page 3.

ARTICLE IV--EXCESS SEP CONTRIBUTIONS (See instructions.)

Elective deferrals by a "highly compensated employee" must satisfy the
deferral percentage limitation under section 408(k)(6)(A)(iii). Amounts in
excess of this limitation will be deemed excess SEP contributions for the
affected highly compensated employee or employees.

ARTICLE V--NOTICE REQUIREMENTS (See instructions.)

A. The employer will notify each highly compensated employee, by March 15
following the end of the calendar year to which any excess SEP contributions
relate, of the excess SEP contributions to the highly compensated employee's
SEP-IRA for the applicable year. The notification will specify the amount of
the excess SEP, the calendar year in which the contributions are includible in
income, and must provide an explanation of applicable penalties if the excess
contributions are not withdrawn on time.

B. The employer will notify each employee who makes an elective deferral to a
SEP that, until March 15 after the year of the deferral, any transfer or
distribution from that employee's SEP-IRA of SEP contributions (or income on
these contributions) attributable to elective deferrals made that year will be
includible in income for purposes of sections 72(t) and 408(d)(1).

C. The employer will notify each employee by March 15 of each year of any
disallowed deferrals to the employee's SEP-IRA for the preceding calendar year.
Such notification will specify the amount of the disallowed deferrals and the
calendar year in which those deferrals are includible in income and must provide
an explanation of applicable penalties if the disallowed deferrals are not
withdrawn on time.

ARTICLE VI--TOP-HEAVY REQUIREMENTS (See instructions.)

A. Unless paragraph B below is checked, the employer will satisfy the top-heavy
requirements of section 416 by making a minimum contribution each year to the
SEP-IRA of each employee eligible to participate in this SEP (other than a key
employee defined in section 416(i)). This contribution, in combination with
other nonelective contributions, if any, is equal to the smaller of 3% of each
eligible nonkey employee's compensation or a percentage of such compensation
equal to the percentage of compensation at which elective and nonelective
contributions are made under this SEP (and any other SEP maintained by the
employer) for the year for the key employee for whom such percentage is the
highest for the year.

B. / / The top-heavy requirements of section 416 will be satisfied through
contributions to nonkey employees' SEP-IRAs under this employer's nonelective
SEP.

* This amount reflects the cost-of-living increase effective January 1, 1994.
The amount is adjusted annually. Each January, the IRS announces the increase,
if any, in a news release and in the Internal Revenue Bulletin.
- -------------------------------------------------------------------------------
FOR PAPERWORK REDUCTION ACT Cat. No. 64362R Form 5305A-SEP (Rev. 3-94)
NOTICE, SEE PAGE 2.

<PAGE> 4

Form 5305A-SEP (Rev. 3-94) Page 2
- --------------------------------------------------------------------------------

ARTICLE VI--TOP-HEAVY REQUIREMENTS (Continued)

C. To satisfy the minimum contribution requirement under section 416, all
nonelective SEP contributions will be taken into account but elective deferrals
will not be taken into account.

ARTICLE VII--EFFECTIVE DATE (See instructions.)

This SEP will be effective upon adoption and establishment of IRAs for all
eligible employees.

- ------------------------------------------- --------------------------------
Employer's signature Date Name and title

- --------------------------------------------------------------------------------
PAPERWORK REDUCTION ACT NOTICE

The time needed to complete this form will vary depending on individual
circumstances. The estimated average time is:

RECORDKEEPING . . . . . . . . . . . . . . . . . . . . . . . . . . 40 min.

LEARNING ABOUT THE LAW OR THE FORM . . . . . . . . . . . . . . . 54 min.

PREPARING THE FORM . . . . . . . . . . . . . . . . . . . . . 1 hr., 5 min.

If you have comments concerning the accuracy of these time estimates or
suggestions for making this form more simple, we would be happy to hear from
you. You can write to both the INTERNAL REVENUE SERVICE, Attention: Reports
Clearance Officer, PC:FP, Washington, DC 20224; and the OFFICE OF MANAGEMENT AND
BUDGET, Paperwork Reduction Project (1545-1012), Washington, DC 20503. DO NOT
send this form to either of these addresses. Instead, keep it for your records.

A CHANGE TO NOTE

GENERAL INSTRUCTIONS

Section references are to the Internal Revenue Code unless otherwise noted.

PURPOSE OF FORM.--Form 5305A-SEP is a model elective simplified employee pension
(SEP) used by an employer to permit employees to make elective deferrals to a
SEP described in section 408(k). DO NOT file this form with the IRS.

SPECIFIC INSTRUCTIONS

INSTRUCTIONS FOR THE EMPLOYER

SIMPLIFIED EMPLOYEE PENSION

A SEP is a written arrangement (a plan) that provides you with a simplified way
to make contributions towards your employees' retirement income. Under an
elective SEP, employees may choose whether or not to make elective deferrals to
the SEP or to receive the amounts in cash. If elective deferrals are made, you
contribute the amounts deferred by employees directly into an individual
retirement arrangement (IRA) set up by or for each employee with a bank,
insurance company, or other qualified financial institution. The IRA,
established by or for an employee, must be one for which the IRS has issued a
favorable opinion letter or a model IRA published by the Service as FORM 5305,
Individual Retirement Trust Account, or FORM 5305-A, Individual Retirement
Custodial Account. Adopting Form 5305A-SEP does not establish an employer IRA
described in section 408(c).

The information provided below is intended to help you understand and
administer the elective deferral rules of your SEP.

WHEN TO USE FORM 5305A-SEP

Do not use Form 5305A-SEP if you:

1. Have any leased employees as defined in section 414(n)(2).

2. Previously maintained or have maintained a defined benefit plan that is
now terminated.

3. Currently maintain any other qualified retirement plan. This does not
prevent you from also maintaining a Model SEP (FORM 5305-SEP, Simplified
Employee Pension-Individual Retirement Accounts Contribution Agreement) or
other SEP to which either elective or nonelective contributions are made.

4. Have more than 25 employees eligible to participate in the SEP at any
time during the prior calendar year. (If you are a member of one of the groups
described in paragraph 2 under EXCESS SEP CONTRIBUTIONS--DEFERRAL PERCENTAGE
LIMITATION on page 3, you may use this SEP only if in the prior year there were
never more than 25 employees eligible to participate in this SEP, in total, of
all the members of such groups, trades, or businesses. In addition, all
eligible employees of all the members of such groups, trades, or businesses must
be eligible to make elective deferrals to this SEP).

5. Are a state or local government or a tax-exempt organization.

Use this form only if you intend to permit elective deferrals to a SEP. If
you want to establish a SEP to which nonelective employer contributions may be
made, use Form 5305-SEP or a nonmodel SEP instead of, or in addition to, this
form.

COMPLETING THE AGREEMENT

This SEP agreement is considered adopted when:

1. You have completed all blanks on the form.

2. You have given all eligible employees the following information.

a. A copy of Form 5305A-SEP. (Any individual who in the future becomes
eligible to participate in this SEP must be given Form 5305A-SEP, upon becoming
an eligible employee.)

Employers who have established a SEP using Form 5305A-SEP and have provided
each participant a copy of Form 5305A-SEP, are not required to file the annual
information returns, Forms 5500, 5500-C/R, or 5500-EZ, for the SEP. However,
under Title I of ERISA, relief from the annual reporting requirements is not
available to an employer who selects, recommends, or influences its employees to
choose IRAs, into which employer contributions will be made, if those IRAs are
subject to provisions that prohibit withdrawal of funds by participants for any
period.

FORMS AND PUBLICATIONS YOU MAY USE

An employer may need to use any of the following forms or publications:

o FORM W-2, Wage and Tax Statement. If you have already issued a Form W-2 to
your employees at the time of notification of excess SEP contributions, you may
also have to issue to those affected employees an amended Form W-2 to reflect
any excess SEP contributions and disallowed deferrals that must be included in
the employee's income. See the discussion of excess SEP contributions and
disallowed deferrals beginning on page 3.

o FORM 5330, Return of Excise Taxes Related to Employee Benefit Plans.
Employers who are liable for the 10% tax on excess contributions use this form
to pay the excise tax.

o PUB. 560, Retirement Plans for the Self-Employed.

o PUB. 590, Individual Retirement Arrangements (IRAs).

<PAGE> 5

Form 5305A-SEP (Rev. 3-94) Page 3
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DEDUCTING CONTRIBUTIONS

You may deduct, subject to any applicable limits, those contributions made to
a SEP. This SEP is maintained on a calendar year basis, and contributions to
the SEP are deductible for your tax year with or within which the particular
calendar year ends. See section 404(h). Contributions made for a particular tax
year and contributed by the due date of your income tax return, including
extensions, are deemed made in that tax year and the contributions are
deductible if they would otherwise be deductible had they actually been
contributed by the end of that tax year. See Rev. Rul. 90-105, 1990-2 C.B. 69.
However, the deductibility of your contributions may be limited if the
contributions are excess contributions. See EXCESS SEP CONTRIBUTIONS--DEFERRAL
PERCENTAGE LIMITATION below and the DEFERRAL PERCENTAGE LIMITATION WORKSHEET on
page 8.

EFFECTIVE DATE

The SEP agreement is effective upon adoption and the establishment of IRAs by
or for all of your eligible employees. Moreover, no elective deferrals may be
made by an employee on the basis of compensation that the employee received or
had a right to receive before adoption of this agreement and execution by the
employee of the deferral election.

ELIGIBLE EMPLOYEES

All eligible employees must be allowed to participate in the SEP. An eligible
employee is any employee who: (1) is at least 21 years old, and (2) has
performed "service" for you in at least 3 of the immediately preceding 5 years.

NOTE: You can establish less restrictive eligibility
requirements, but not more restrictive ones.

Service means any work performed for you for any period of time, however
short. If you are a member of an affiliated service group, a controlled group
of corporations, or trades or businesses under common control, service includes
any work performed for any period of time for any other member of such group,
trades, or businesses.

EXCLUDABLE EMPLOYEES

The following employees do not have to be covered by the SEP: (1) employees
covered by a collective bargaining agreement whose retirement benefits were
bargained for in good faith by you and their union, (2) nonresident alien
employees who did not earn U.S. source income from you, and (3) employees who
received less than $396* in compensation during the year.

ELECTIVE DEFERRALS

You may permit your employees to make elective deferrals through salary
reduction or on the basis of bonuses that, at the employee's option, may be
contributed to the SEP or received by the employee in cash during the year.

You must inform your employees how they may make, change, or terminate
elective deferrals based on either salary reduction or cash bonuses. You must
also provide a form on which they may make their deferral elections. You may use
the MODEL ELECTIVE SEP DEFERRAL FORM (elective form) on page 5, or a form that
explains the information contained in this form in a way that is written to be
understood by the average plan participant.

SEP REQUIREMENTS

o Elective deferrals may not be based on more than $150,000 of compensation.
See A CHANGE TO NOTE on page 2. Compensation, for purposes other than the $396*
rule (see ELIGIBLE EMPLOYEES, above), is defined as wages under section 3401(a)
for income tax withholding at the source but without regard to any rules that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in section 3401(a)(2)). Compensation also includes earned income under
section 401(c)(2). Compensation does not include any SEP contributions.

o The maximum limit on the amount an employee may elect to defer under this
SEP for a year is the smaller of 15% of the employee's compensation or the
limitation under section 402(g), as explained below.

NOTE: The deferral limit is 15% of compensation (minus any employer SEP
contributions). Compute this amount using the following formula: Compensation
(before subtracting employer SEP contributions) X 13.0435%.

o If you make nonelective contributions to this SEP for a calendar year, or
maintain any other SEP to which contributions are made for that calendar year,
then contributions to all such SEPs may not exceed the smaller of $30,000* or
15% of compensation for any employee.

o If you are a new employer who had no employees during the prior calendar year,
you will meet the limit in section 408(k)(6)(B) (for no more than 25 eligible
employees during the preceding year) if you had 25 or fewer employees during the
first 30 days that your business was in existence.

EXCESS ELECTIVE DEFERRALS

Section 402(g) limits the maximum amount of compensation an employee may elect
to defer under a SEP (and certain other arrangements) during the calendar year.
This limit is $9,240* for 1994. In addition, the limit may be increased if the
employee makes elective deferrals to a salary reduction arrangement under
section 403(b). Amounts deferred for a year in excess of this limit are
considered "excess elective deferrals" and are subject to the rules described
below.

The limit applies to the TOTAL elective deferrals the employee makes for
the calendar year, from all employers, under the following arrangements:

o Elective SEPs under section 408(k)(6);

o Cash or deferred arrangements under section 401(k); and

o Salary reduction arrangements under section 403(b).

Thus, an employee may have excess elective deferrals even if the amount
deferred under this SEP alone does not exceed the section 402(g) limit.

If an employee who elects to defer compensation under this SEP and any other
SEP or arrangement has made excess elective deferrals for a calendar year, the
employee must withdraw those deferrals by April 15 following the calendar year
to which the deferrals relate. Deferrals not withdrawn by April 15 will be
subject to the IRA contribution limits of sections 219 and 408 and may be
considered excess contributions to the employee's IRA. For the employee, these
excess elective deferrals are subject to a 6% tax on excess contributions under
section 4973.

Income on excess elective deferrals is includible in the employee's income
in the year it is withdrawn from the IRA. The income must be withdrawn by April
15 following the calendar year for which the deferrals were made. If the income
is withdrawn after that date and the recipient is not 59 1/2 years of age, it
may be subject to the 10% tax on early distributions under section 72(t).

EXCESS SEP CONTRIBUTIONS--DEFERRAL PERCENTAGE LIMITATION

The amount each of your "highly compensated employees" may contribute to an
elective deferral SEP is also limited by the "deferral percentage limitation."
This is based on the amount of money deferred, on average, by your nonhighly
compensated employees. Deferrals made by a highly compensated employee that
exceed this deferral percentage limitation for a calendar year are considered
"excess SEP contributions" and must be removed from the employee's SEP-IRA, as
discussed below.

The deferral percentage limitation for your highly compensated employees is
computed by first averaging the "deferral percentages" (defined below) for the
eligible nonhighly compensated employees for the year and then multiplying this
result by 1.25. The deferral percentage for a calendar year of any highly
compensated employee eligible to participate in this SEP may not be more than
the resulting product, the "deferral percentage limitation."

Only elective deferrals are included in this computation. Nonelective SEP
contributions may not be included. The determination of the deferral percentage
for any employee is made under section 408(k)(6).

For purposes of this computation, the calculation of the number and identity
of highly compensated employees, and their deferral percentages, is made on the
basis of the entire "affiliated employer."

In addition, for purposes of determining the deferral percentage of a highly
compensated employee, the elective deferrals and compensation of the employee
will also include the elective deferrals and compensation of any "family
member." This special rule applies, however, only if the highly compensated
employee is a 5% owner (defined in section 416(i)(1)(B)(i)) or is one of a
group of the 10 highest paid highly compensated employees. The elective
deferrals and compensation of family members used in this special rule do not
count in computing the deferral percentages of individuals who do not fall into
this group.

A worksheet is provided on page 8 to assist you in figuring the deferral
percentage. You may want to photocopy it for yearly use.

The following definitions apply for purposes of computing the deferral
percentage limitation:

1. DEFERRAL PERCENTAGE is the ratio (expressed as a percentage to 2 decimal
places) of an employee's elective deferrals for a calendar year to the
employee's compensation for that year. No more than $150,000 per individual is
taken into account. (See A CHANGE TO NOTE on page 2.) The deferral percentage of
an employee who is eligible to make an elective deferral, but who does not make
a deferral during the year, is zero. If a highly compensated employee also
makes elective deferrals under another elective SEP maintained by the employer,
then the deferral percentage of that highly compensated employee includes
elective deferrals made under the other SEP.

2. AFFILIATED EMPLOYER includes (a) any corporation that is a member of a
controlled group of corporations, described in section 414(b) that includes the
employer, (b) any trade or business that is under common control,

<PAGE> 6

Form 5305A-SEP (Rev. 3-94) Page 4
- --------------------------------------------------------------------------------
defined in section 414(c) with the employer, (c) any organization that is a
member of an affiliated service group, defined in section 414(m) that includes
the employer, and (d) any other entity required to be aggregated with the
employer under regulations under section 414(o).

3. A FAMILY MEMBER is an individual who is related to a highly compensated
employee as a spouse, or as a lineal ascendent (such as a parent or grandparent)
or descendent (such as a child or grandchild) or spouse of either of those,
under section 414(q) and its regulations.

4. A HIGHLY COMPENSATED EMPLOYEE is an individual described in section 414(q)
who, during the current or preceding calendar year:

a. Was a 5% owner defined in section 4116(i)(1)(B)(i),

b. Received compensation in excess of $66,000*, and was in the top-paid group
(the top 20% of employees, by compensation),

c. Received compensation in excess of $99,000*, or

d. Was an officer and received compensation in excess of 50% of the dollar
limit under section 415 for defined benefit plans. The dollar limit is
$118,800* in 1994. (No more than three employees need be taken into account
under this rule. At least one officer, the highest-paid officer if no one else
meets this test, however, must be taken into account.)

EXCESS SEP CONTRIBUTIONS--NOTIFICATION

You must notify each affected employee, if any, by March 15 of the amount of
any excess SEP contributions made to that employee's SEP-IRA for the preceding
calendar year. (If needed, use the model form on page 5 of these instructions.)
These excess SEP contributions are includible in the employee's gross income in
the preceding calendar year. However, if the excess SEP contributions (not
including allocable income) total less than $100, then the excess contributions
are includible in the employee's gross income in the calendar year of
notification. Income allocable to the excess SEP contributions is includible in
gross income in the year of withdrawal from the IRA.

If you do not notify any of your employees by March 15 of an excess SEP
contribution, you must pay a 10% tax on the excess SEP contribution for the
preceding calendar year. The tax is reported in Part XII of Form 5330. If you
do not notify your employees by December 31 of the calendar year following the
calendar year in which the excess SEP contributions arose, the SEP no longer
will be treated as meeting the rules of section 408(k)(6). In this case, any
contribution to an employee's IRA will be subject to the IRA contribution limits
of sections 219 and 408 and thus may be considered an excess contribution to the
employee's IRA.

Your notification to each affected employee of the excess SEP contributions
must specifically state in a manner written to be understood by the average
employee:

o The amount of the excess SEP contributions attributable to that employee's
elective deferrals;

o The calendar year in which the excess SEP contributions are includible in
gross income; and

o Information stating that the employee must withdraw the excess SEP
contributions (and allocable income) from the SEP-IRA by April 15 following the
calendar year of notification by the employer. Excess contributions not
withdrawn by April 15 following the year of notification will be subject to the
IRA contribution limits of sections 219 and 408 for the preceding calendar year
and may be considered excess contributions to the employee's IRA. For the
employee, the excess contributions may be subject to the 6% tax on excess
contributions under section 4973. If income allocable to an excess SEP
contribution is not withdrawn by April 15 following the calendar year of
notification by the employer, the employee may be subject to the 10% tax on
early distributions under section 72(t) when withdrawn.

For information on reporting excess SEP contributions, see Notice 87-77,
1987-2 C.B. 385, Notice 88-33, 1988-1 C.B. 513, Notice 89-32, 1989-1 C.B. 671,
and Rev. Proc. 91-44, 1991-2 C.B. 733.

To avoid the complications caused by excess SEP contributions, you may want
to monitor elective deferrals on a continuing basis throughout the calendar year
to insure that the deferrals comply with the limits as they are paid into each
employee's SEP-IRA.

DISALLOWED DEFERRALS

If you determine at the end of any calendar year that more than half of your
eligible employees have chosen NOT to make elective deferrals for that year,
then ALL elective deferrals made by your employees for that year will be
considered DISALLOWED DEFERRALS, i.e., IRA contributions that are not SEP-IRA
contributions.

You must notify each affected employee by March 15 that the
employee's deferrals for the previous calendar year are no longer considered
SEP-IRA contributions. Such disallowed deferrals are includible in the
employee's gross income in that preceding calendar year. Income allocable to
the disallowed deferrals is includible in the employee's gross income in the
year of withdrawal from the IRA.

Your notification to each affected employee of the disallowed deferrals must
clearly state:

o The amount of the disallowed deferrals;

o The calendar year in which the disallowed deferrals and earnings are
includible in gross income; and

o That the employee must withdraw the disallowed deferrals (and allocable
income) from the IRA by April 15 following the calendar year of notification by
the employer. Those disallowed deferrals not withdrawn by April 15 following
the year of notification will be subject to the IRA contribution limits of
sections 219 and 408 and thus may be considered an excess contribution to the
employee's IRA. For the employee, these disallowed deferrals may be subject to
the 6% tax on excess contributions under section 4973. If income allocable to a
disallowed deferral is not withdrawn by April 15 following the calendar year of
notification by the employer, the employee may be subject to the 10% tax on
early distributions under section 72(t) when withdrawn.

Disallowed deferrals should be reported the same way excess SEP
contributions are reported.

RESTRICTIONS ON WITHDRAWALS

Your highly compensated employees may not withdraw or transfer from their
SEP-IRAs any SEP contributions (or income on these contributions) attributable
to elective deferrals made for a particular calendar year until March 15 of the
following year. Before that date, however, you may notify your employees when
the deferral percentage limitation test has been completed for a particular
calendar year and that this withdrawal restriction no longer applies. In
general, any transfer or distribution made before March 15 of the following year
(or notification, if sooner) will be includible in the employee's gross income
and the employee may also be subject to a 10% tax on early withdrawal. This
restriction does not apply to an employee's excess elective deferrals.

TOP-HEAVY REQUIREMENTS

Elective deferrals may not be used to satisfy the minimum contribution
requirement under section 416. In any year in which a KEY EMPLOYEE makes an
elective deferral, this SEP is deemed top-heavy for purposes of section 416, and
you are required to make a minimum top-heavy contribution under either this SEP
or another SEP for each nonkey employee eligible to participate in this SEP.

A key employee under section 416(i)(1) is any employee or former employee (and
the beneficiaries of these employees) who, at any time during the DETERMINATION
PERIOD, was:

o An officer of the employer (if the employee's compensation exceeds 50% of the
section 415(b)(1)(A) limit, which was $118,800* in 1994,

o An owner of one of the 10 largest interests in the employer (if the
employee's compensation exceeds 100% of the section 415(c)(1)(A) limit, which
was $30,000* in 1994,

o A 5% owner of the employer, as defined in section 416(i)(1)(B)(i), or

o A 1 % owner of the employer (if the employee has compensation in excess of
$150,000).

The determination period is the current calendar year and the 4 preceding
years.

<PAGE> 7
Form 5305A-SEP (Rev. 3-94) Page 5
- --------------------------------------------------------------------------------

MODEL ELECTIVE SEP DEFERRAL FORM

I. SALARY REDUCTION REFERRAL

Subject to the requirements of the Model Elective SEP of______________________,
(name of employer)
I authorize the following amount or percentage to be withheld from each of my
paychecks and contributed to my SEP-IRA:

(a) _______ % (not to exceed 15%) of my salary; or (b) $ _____________________.
This salary reduction authorization shall remain in effect until I provide
written modification or termination of its terms to my employer.

II. CASH BONUS DEFERRAL

Subject to the requirements of the Model Elective SEP of _____________________,
(name of employer)
I authorize the following amount to be contributed to my SEP-IRA rather than
being paid to me in cash: $ ______________________.

III. AMOUNT OF DEFERRAL

I understand that the total amount I defer in any calendar year may not
exceed the smaller of: (a) 15% of my compensation (determined without
including any SEP-IRA contributions); or (b) $9,240.*

IV. COMMENCEMENT OF DEFERRAL

The deferral election specified in either I or II, above, shall not become
effective before _____________________________________. (Specify a date no
(Month, day, year)
earlier than the first day of the first pay period beginning after this
authorization.)

V. DISTRIBUTIONS FROM SEP-IRAS

I understand that I should not withdraw or transfer any amounts from my
SEP-IRA that are attributable to elective deferrals and income on elective
deferrals for a particular calendar year (except for excess elective
deferrals) until March 15 of the subsequent year or, if sooner, when my
employer notifies me that the deferral percentage limitation test for that
plan year has been completed. Any such amounts that I withdraw or transfer
before this time will be includible in income for purposes of sections 72(t)
and 408(d)(1).

Signature of employee Date
-------------------------------------------------------------------------------

*This amount reflects the cost-of-living increase under section 402(g)
effective January 1, 1994. The amount is adjusted annually. Each January,
the IRS announces the increase, if any, in a news release and in the
Internal Revenue Bulletin.

- --------------------------------------------------------------------------------
NOTIFICATION OF EXCESS SEP CONTRIBUTIONS

To: _______________________________________
(name of employee)

Our calculations indicate that the elective deferrals you made to your
SEP-IRA for calendar year_____________ exceed the maximum permissible
limits under section 408(k)(6). You made excess SEP contributions of
$ _______________ for that year.

These excess SEP contributions are includible in your gross income for
the __________ (insert the year identified above, or if less than $100, the
following year) calendar year.

These excess SEP contributions must be distributed from your SEP-IRA by
April 15, 19__ (insert year after the calendar year in which this notice is
given) in order to avoid possible penalties. Income allocable to the excess
amounts must be withdrawn at the same time and is includible in income in
the year of withdrawal. Excess SEP contributions remaining in your SEP-IRA
account after that time are subject to a 6% excise tax, and the income on
these excess SEP contributions may be subject to a 10% penalty when finally
withdrawn.

Signature of employer Date
-------------------------------------------------------------------------------

<PAGE> 8
Form 5305A-SEP (Rev. 3-94) Page 6
- -------------------------------------------------------------------------------

INSTRUCTIONS FOR THE EMPLOYEE

The following instructions explain what a simplified employee pension (SEP) is,
how contributions to a SEP are made, and how to treat these contributions for
tax purposes. For more information, see the SEP agreement on pages 1 and 2 and
the INSTRUCTIONS FOR THE EMPLOYER beginning on page 2.

SIMPLIFIED EMPLOYEE PENSION

A SEP is a written arrangement (a plan) that allows an employer to make
contributions toward your retirement without becoming involved in more complex
retirement plans. A SEP may include a SALARY REDUCTION ARRANGEMENT, like the
one provided on this form. Under this arrangement, you can elect to have your
employer contribute part of your pay to your own individual retirement account
or annuity (IRA), set up by you or on your behalf with a bank, insurance
company, or other qualified financial institution. The part contributed is tax
deferred. Only the remaining part of your pay is currently taxable. This type
of SEP is available only to an employer with 25 or fewer eligible employees.

The IRA must be one for which the IRS has issued a favorable opinion letter or a
model IRA published by the IRS as FORM 5305, Individual Retirement Trust
Account, or FORM 5305-A, Individual Retirement Custodial Account.

Your employer must provide you with a copy of the SEP agreement containing
eligibility requirements and a description of the basis upon which contributions
may be made.

All amounts contributed to your IRA belong to you, even after you quit
working for your employer.

FORMS AND PUBLICATIONS YOU MAY USE

An employee may use either of the two forms and the publication listed below.

o FORM 5329, Return for Additional Taxes Attributable to Qualified Retirement
Plans (including IRAs), Annuities, and Modified Endowment Contracts. Use Form
5329 to pay tax on excess contributions and/or tax on early distributions.

o FORM 8606, Nondeductible IRAs (Contributions, Distributions, and Basis). Use
Form 8606 to report nondeductible IRA contributions.

o PUB. 590, Individual Retirement Arrangements (IRAs).

ELECTIVE DEFERRALS

ANNUAL LIMITATION

The maximum amount that you may defer to a SEP for any calendar year is limited
to the smaller of 15% of compensation or $9,240*.

The 15% limit may be reduced if your employer also maintains a SEP to which
NONELECTIVE CONTRIBUTIONS are made for a year. In this case, total contributions
on your behalf to all such SEPs may not exceed the smaller of $30,000* or 15% of
your compensation. If these limits are exceeded, the amount you may elect to
contribute to this SEP for the year will be reduced.

The $9,240* limit, imposed under section 402(g), is an overall limit on the
maximum amount that you may defer in each calendar year to all elective SEPs and
cash or deferred arrangements under section 401(k), regardless of how many
employers you may have worked for during the calendar year. The limit may be
increased to $9,500 if you make salary reduction contributions under a
tax-sheltered annuity (section 403(b)).

For a HIGHLY COMPENSATED EMPLOYEE, there may be a further limit on the amount
you can defer. Figured by your employer and known as the DEFERRAL PERCENTAGE
LIMITATION, it limits the percentage of pay that a highly compensated employee
can elect to defer to a SEP-IRA. Your employer will notify any highly
compensated employee who has exceeded the limitation.

TAX TREATMENT

Elective deferrals that do not exceed the limits discussed above are excluded
from your gross income in the year of the deferral. They are not included as
taxable wages on FORM W-2, Wage and Tax Statement. However, elective deferrals
are treated as wages for social security, Medicare, and unemployment (FUTA) tax
purposes.

EXCESS AMOUNTS

There are three ways in which you may have excess amounts in an elective
SEP-IRA.

1. Making EXCESS ELECTIVE DEFERRALS (i.e., amounts in excess of the section
402(g) limit). You must determine whether you have exceeded the limit in the
calendar year. For 1994, the section 402(g) limit for contributions made to an
elective SEP is $9,240*.

2. Highly compensated employees who make EXCESS SEP CONTRIBUTIONS (i.e.,
amounts in excess of the deferral percentage limitation referred to above). The
employer must determine if an employee has made excess SEP contributions.

3. Having DISALLOWED DEFERRALS (i.e., more than half of your employer's
eligible employees choose not to make elective deferrals for a year). All
elective deferrals made by employees for that year are considered disallowed
deferrals, as discussed below. Your employer must also determine if there are
disallowed deferrals.

EXCESS ELECTIVE DEFERRALS

Excess elective deferrals are includible in your gross income in the calendar
year of deferral. Income earned on the excess elective deferrals is includible
in the year of withdrawal from the IRA. You should withdraw excess elective
deferrals and any allocable income by April 15 following the year to which the
deferrals relate. These amounts MAY NOT be transferred or rolled over tax-free
to another SEP-IRA.

If you do not withdraw excess elective deferrals and any allocable income by
April 15, the excess elective deferrals will be subject to the IRA contribution
limits of sections 219 and 408 and will be considered excess contributions to
your IRA. Such excess deferrals are subject to a 6% excise tax for each year
they remain in the SEP-IRA. The excise tax is reported in Part 11 of Form 5329.

Income earned on excess elective deferrals is includible in your gross income
in the year you withdraw it from your IRA. The income should be withdrawn by
April 15 following the calendar year in which the deferrals were made. If the
income is withdrawn after that date and you are not 59 1/2 years of age, it may
be subject to the 10% tax on early distributions. Report the tax in Part I of
Form 5329. Also see Pub. 590 for a discussion of exceptions to the age 59 1/2
rule.

EXCESS SEP CONTRIBUTIONS

If you are a HIGHLY COMPENSATED EMPLOYEE, your employer must notify you of any
excess SEP contributions you made in a calendar year. This notification should
show the amount of the excess SEP contributions, the calendar year to include
the contributions in income, and the penalties that may be assessed if the
contributions are not withdrawn from your IRA within the applicable time period.

Your employer must notify you of the excess SEP contributions by March 15
following the calendar year for which you made the excess SEP contributions.
Generally, you include the excess SEP contributions in income for the calendar
year in which you made the original deferrals. This may require you to file an
amended individual income tax return. However, any excess SEP contribution less
than $100 (not including allocable income) must be included in income in the
calendar year of notification. Income earned on these excess contributions must
be included in your gross income when you withdraw it from your IRA.

You must withdraw these excess SEP contributions (and allocable income) from
your IRA. You may withdraw these amounts without penalty, until April 15
following the calendar year in which you were notified by your employer of the
excess SEP contributions. Otherwise, the excess SEP contributions are subject
to the IRA contribution limits of sections 219 and 408 and will be considered an
excess contribution to your IRA. Thus, the excess SEP contributions are subject
to a 6% excise tax reportable in Part II of Form 5329 for each year the
contributions remain in your IRA.

If you do not withdraw the income earned on the excess SEP contributions by
April 15 following the calendar year of notification by your employer, the
income may be subject to a 10% tax on early distributions if you are not 59 1/2
years of age when you withdraw it. Report the tax in Part I of Form 5329. Also
see Pub. 590.

If you have both EXCESS ELECTIVE DEFERRALS AND EXCESS SEP CONTRIBUTIONS, the
amount of excess elective deferrals that you withdraw by April 15 will reduce
any excess SEP contributions that must be withdrawn for the corresponding
calendar year.

DISALLOWED DEFERRALS

You are not required to make elective deferrals to a SEP-IRA. However, if more
than 50% of your employer's eligible employees choose not to make elective
deferrals in a calendar year, then no employee may participate for that calendar
year. If you make elective deferrals during a year in which this happens, then
your deferrals for that year will be "disallowed," and the deferrals will be
treated as ordinary IRA contributions (which may be excess IRA contributions)
rather than SEP-IRA contributions.

Disallowed deferrals and any income the deferrals have earned may be
withdrawn, without penalty until April 15 following the calendar year in which
you are notified of the disallowed deferrals. Amounts left in the IRA after
that date will be subject to the same penalties discussed in EXCESS SEP
CONTRIBUTIONS above.

<PAGE> 9
Form 5305A-SEP (Rev. 3-94) Page 7
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INCOME ALLOCABLE TO EXCESS AMOUNTS

The rules for determining and allocating income to excess elective deferrals,
excess SEP contributions, and disallowed deferrals are the same as those
governing regular IRA contributions. The trustee or custodian of your SEP-IRA
will inform you of the income allocable to these amounts.

ADDITIONAL TOP-HEAVY CONTRIBUTIONS

If you are not a KEY EMPLOYEE, your employer must make an additional
contribution to your SEP-IRA for a year in which the SEP is considered "top
heavy." (Your employer can tell you if you are a key employee. Also, see TOP-
HEAVY REQUIREMENTS on page 4 for the definition of a key employee.) This
additional contribution will not exceed 3% of your compensation. It may be less
if your employer has already made a contribution to your SEP-IRA, and for
certain other reasons.

IRA CONTRIBUTION FOR SEP PARTICIPANTS

In addition to any SEP amounts, you may contribute the smaller of $2,000 or 100%
of your compensation to an IRA. However, the amount of your contribution that
you may deduct on your income tax return is subject to various income limits.
Get Form 8606. Also, you may want to get Pub. 590.

SEP-IRA AMOUNTS--ROLLOVER OR TRANSFER TO ANOTHER IRA

If you are a highly compensated employee, you may not withdraw or transfer from
your SEP-IRA any SEP contributions (or income on these contributions)
attributable to elective deferrals made during the year until March 15 of the
following year or, if sooner, at the time your employer notifies you that the
deferral percentage limitation test (discussed under ANNUAL LIMITATION on page
6) has been completed for that year. In general, any transfer or distribution
made before this time is includible in your gross income and may also be subject
to a 10% tax on early distribution. Report this tax in Part I of Form 5329.
You may, however, remove excess elective deferrals from your SEP-IRA before this
time but you may not roll over or transfer these deferrals to another IRA.

If the restrictions above do not apply, you may withdraw funds from your
SEP-IRA and no more than 60 days later place those funds in another IRA. This
is called a "rollover" and can be done without penalty only once in any 1-year
period. However, there are no restrictions on the number of times that you may
make "transfers" if you arrange to have these funds transferred between the
trustees or the custodians so that you never have possession of the funds.

You may not, however, roll over or transfer excess elective deferrals, excess
SEP contributions, or disallowed deferrals from your SEP-IRA to another IRA.
These amounts may be reduced only by a distribution to you.

EMPLOYER TO PROVIDE INFORMATION ON SEP-IRAS AND FORM 5305A-SEP

Your employer must give you a copy of the following information:

1. A copy of a completed Form 5305A-SEP, the MODEL ELECTIVE SEP DEFERRAL FORM
(used to defer amounts to the SEP), and, if applicable, a copy of the NOTICE OF
EXCESS SEP CONTRIBUTIONS. Your employer should also provide you with a
statement of any contributions made during the calendar year to your SEP-IRA.
Highly compensated employees must also be notified at the time the deferral
percentage limitation test is completed.

2. A statement that IRAs other than SEP-IRAs receiving contributions under
this SEP may have different rates of return and different terms (e.g., transfers
and withdrawals from the IRAs).

3. A statement that the administrator of an amended SEP must furnish to each
participant within 30 days of the amendment, a copy of the amendment and an
explanation of its effects.

4. A statement that the administrator must notify each participant in writing
of any employer contributions to the SEP-IRA. The notification must be made by
the later of January 31 following the year of the contribution or 30 days after
the contribution is made.

FINANCIAL INSTITUTION REQUIREMENTS

The financial institution where your IRA is maintained must provide you with a
DISCLOSURE STATEMENT that contains the following information in plain,
nontechnical language:

1. The law that relates to your IRA.

2. The tax consequences of various options concerning your IRA.

3. Participation eligibility rules, and rules on the deductibility of
retirement savings.

5. A discussion of the penalties that may be assessed because of prohibited
activities concerning the IRA.

6. Financial disclosure that provides the following information.

a. Projects value growth rates of the IRA under various contribution and
retirement schedules, or describes the method of computing and allocating annual
earnings and charges that may be assessed.

b. Describes whether, and for what period, the growth projections are
guaranteed, or a statement of earnings rate and the terms on which these
projections are based.

c. States the sales commission to be charged in each year expressed as a
percentage of $1,000.

In addition, the financial institution must provide you with a financial
statement each year. You may want to keep these statements to evaluate your
IRA's investment performance and to report IRA distributions for tax purposes.

<PAGE> 10

<TABLE>
<CAPTION>
Form 5305A-SEP (Rev. 3-94) Page 8

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DEFERRAL PERCENTAGE LIMITATION WORKSHEET (See instructions on page 3.)
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<S> <C> <C> <C> <C> <C> <C> <C>
(b) Status (e) Ratio (f) Permitted (g) Permitted (h) Excess
(a) Employee Name H = HCE* (c) Compensation (d) Deferrals (if family ratio amount (for HCE*
F = Family (see below) (see below) member enter (for HCE* only, (for HCE* only) only)
0 = Other N.A.; otherwise see below) (c) x (f) (d) minus (g)
(d) divided by (c))
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</TABLE>

HIGHLY COMPENSATED EMPLOYEE.--See the special rule for family members on page 3.
COLUMN (c). COMPENSATION.--Enter compensation from this employer and any related
employers. Add any compensation paid to a "family member" to the HCE's
compensation.
COLUMN (d). DEFERRALS.--Enter all SEP elective deferrals. Add any elective
deferrals of a "family member" to the HCE's elective deferrals.
COLUMN (f). PERMITTED RATIO.--
A Enter the total of the ratios in column (e) for the employees marked as "O"
in column (b) ______________________________________
B Divide line A by the number of employees marked as "O" in column (b)_______
____________________________________________________
C Permitted ratio.--Multiply line B by 1.25 and enter the permitted ratio here
____________________________________________________

<PAGE> 1
EXHIBIT A(9)(d)

SUMMIT PLAN

SUMMIT 403(b)(7) CUSTODIAL AGREEMENT

ARTICLE I. EFFECTIVE DATE

This Summit 403(b)(7) Custodial Agreement shall become effective on the
date on which the Custodian mails an acknowledgment of receipt of the
incorporated Summit 403(b) Application to the Employee who executed such Summit
403(b) Application.

2.01. ACCOUNT means the separate account or accounts established and
maintained by the Custodian for an Employee pursuant to this Agreement.

2.02. AGREEMENT OR SUMMIT 403(b)(7) AGREEMENT means this document and the
Application.

2.03. SUMMIT FUND means Summit Investors Fund, Inc., a regulated
investment company organized under the laws of the State of Maryland.

2.04. APPLICATION OR SUMMIT 403(b) APPLICATION means the document(s) which
established the Agreement and is (are) executed by the Employer, Employee and
Custodian.

2.05. BENEFICIARY means the person or persons (including entities)
designated by the Employee as entitled to receive the Account balance, if any,
at the Employee's death. If at the time of the Employee's death, no designated
Beneficiary is alive, Beneficiary shall mean the Employee's surviving spouse
or, if the Employee does not have a surviving spouse, the Employee's estate.

2.06. CODE means the Internal Revenue Code of 1986, as amended.

2.07. CONTRIBUTIONS shall mean Salary Reduction Contributions.

2.08. CUSTODIAN means the party who executed the Application as Custodian,
and any successor thereto, Provide that such successor is either a bank or
another person who satisfies the requirements of Code Section 401(f)(2).

2.09. DESIGNATION OF BENEFICIARY means a form executed and submitted to
the Custodian in accordance with the terms of Article IX.

2.10. DISABILITY means the inability of the Employee to engage in any
substantial gainful activity because of any medically determinable physical or
mental impairment which can be expected to result in death or to be of
long-continued and indefinite duration. The Employee shall not be considered to
be suffering from Disability until the Custodian has received a physician's
certificate to that effect.

2.11. DISTRIBUTOR means A I M Distributors, Inc. and any successor thereto.

2.12. EMPLOYEE means an individual who is employed by the Employer and
who has properly executed the Application.

2.13. EMPLOYER means the employer who is listed on the Application.

2.14. SALARY REDUCTION CONTRIBUTION means the amount not included in the
Employee's compensation pursuant to a written salary reduction agreement and
transmitted by the Employer to the Custodian for addition to the Employee's
Account.

2.15. SUMMIT PLANS means the Summit Investors Plan for the accumulation of
shares of Summit Fund, constituting a unit investment trust under the
Investment Company Act of 1940 and organized under the laws of The Commonwealth
of Massachusetts.

ARTICLE III. MAINTENANCE OF A CUSTODIAL ACCOUNT

3.01. SALARY REDUCTION CONTRIBUTIONS TO THE ACCOUNT. The Employee may make
Salary Reduction Contributions to the Account. Any salary reduction agreement
between the Employer and the Employee shall be effective only as to amounts
earned by the Employee after such agreement becomes effective. Each such
agreement shall be legally binding and irrevocable with respect to compensation
subsequently earned. A salary reduction agreement may be terminated by written
notice received at least 30 days prior to the date of termination. The Employer
and Employee shall not enter into more than one salary reduction agreement in
any one taxable year of the Employee.

3.02. TRANSFERS TO AND FROM THE ACCOUNT. All direct or indirect asset
transfers to an Account from an existing custodial account described in Code
Section 403(b)(7) or an annuity contract qualified under Code Section 403(b)(1)
shall be in cash unless the Custodian otherwise consents. Direct transfers into
an account may be accepted to the extent permitted by the Code. The Employee
has the right by proper written instruction to cause a transfer of cash or, if
agreed to by the Custodian, shares of Summit Fund to another custodial account
described in Code Section 403(b)(7), an annuity contract qualified under Code
Section 403(b)(1), an individual retirement account described in Code Section
408(a) or an individual retirement annuity described in Code Section 408(b).

3.03. ROLLOVERS TO THE ACCOUNT. The Employee shall be permitted to make
rollover contributions to an account of an amount returned by the Employee that
is attributable to participation in another annuity or custodial account which
meets the requirements of the Code. Neither the Custodian nor the distributor
shall have responsibility to ensure that contributions under 3.02 or 3.03
satisfy the applicable provisions of the Code.

ARTICLE IV. INVESTMENT OF CONTRIBUTIONS

4.01. PURCHASE OF SHARES. As soon as is practical after the Custodian
receives an Contribution, it shall invest such Contribution in shares of the
designated Summit Fund.

4.02. REPORTS AND VOTING OF SECURITIES. The Custodian shall deliver to the
Employee or, if applicable, his other Beneficiary, any notices, prospectuses,
financial statements, Proxies and proxy solicitation materials received by it
with respect to investments made for the Employee's Account.

4.03. DIVIDEND. All capital gain distributions and dividends received on
the shares of the selected Summit Fund shall be reinvested in shares of the
Fund.

ARTICLE V. DISTRIBUTIONS AND WITHDRAWLS

5.01. INSTRUCTIONS TO CUSTODIAN. The Custodian shall not be responsible
for making any distributions until such time as it has been notified in writing
by the Employee to begin making distributions. No distribution will be made
upon the death of the Employee unless the Custodian has been notified in
writing of the Employee's death, and the Custodian, in its opinion, has been
provided with adequate verification of such death. Distributions to the
Employee (or, if applicable, his or her Beneficiary) of amounts in the Account
shall be made in cash and/or, if the Distributor consents, in kind.

5.02. EMPLOYEE WITHDRAWLS.
(a) After Attainment of Age 59 1/2. At any time after the Employee
attains age 59 1/2, he or she may withdraw amounts from his or her Account by
making written instructions to the Custodian as to the amounts to be so
withdrawn. If the Employee exercises this withdrawal privilege, during the
one-year period following the withdrawal the Employee may neither make
contributions to the Account nor make contributions to any other custodial
account established by the Employer pursuant to Code Section 403(b)(7).
(b) Hardship Withdrawls. An Employee who has a financial hardship, as
determined by the Employer, and who has made all available withdrawals pursuant
to the paragraph above and pursuant to the provisions of any other plans of the
Employer and any related entities of which he is a member and who has obtained
all available loans pursuant to the provisions of any other plans of the
Employer and any related entities of which he or she is a member may withdraw
from his Account an amount not to exceed the lesser of the balance of his
Account or the amount determined by the Employer as being available for
withdrawal pursuant to this paragraph. For purposes of this paragraph,
financial hardship means the immediate and heavy financial needs of the
Employee. A withdrawal based upon financial hardship pursuant to this paragraph
shall not exceed the amount required to meet the immediate financial need
created by the hardship and not reasonably available from other resources of
the Employee. The determination of the existence of an Employee's financial
hardship and the amount
<PAGE> 2
required to be distributed to meet the need created by the hardship shall be
made by the Employer. A withdrawal shall be deemed to be made on account of an
immediate and heavy financial need of an Employee if the withdrawal is on
account of: (1) medical expenses described in Section 213(d) of the Code
incurred by the Employee, the Employee's spouse or any dependents of the
Employee (as defined in Section 152 of the Code);

(2) purchase (excluding mortgage payments) of a principal
residence of the Employee;

(3) payment of tuition for the next semester or quarter of
post-secondary education of the Employee, or the Employee's spouse, children or
dependents (as defined in Section 152 of the Code);

(4) the need to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the Employee's principal
residence; or

(5) such other financial needs which the Commissioner of Internal
Revenue may deem to be immediate and heavy financial needs through the
publication of revenue rulings, notices and other documents of general
applicability.

The decision of the Employer shall be final and binding, provided that
all Employees similarly situated shall be treated in a uniform and
nondiscriminatory manner. The above notwithstanding, (a) withdrawals under this
paragraph from an Employee's Account shall be limited to the sum of the
Employee's Salary Reduction Contributions to his Account, plus income allocable
thereto and credited to the Employee's Account as of December 31, 1988, less
any previous withdrawals of such amounts. An Employee who makes a withdrawal
under this paragraph may not again make Salary Reduction Contributions or
employee contributions to the Account or to any other qualified or nonqualified
plan of the Employer or any related entity for a period of twelve months
following such withdrawl. Further, such Employee may not make Salary Reduction
Contributions to the Account or to any other plan maintained by the Employee or
any related entity for such Employee's taxable year immediately following the
taxable year of the withdrawl in excess of the applicable limit set forth in
Section 402(g) of the Code for such next taxable year less the amount of such
Employee's Salary Reduction Contributions for the taxable year of the
withdrawal. All hardship withdrawals shall be made by executing the Financial
Hardship Form prescribed by AIM Distributors and completed and signed by the
Employer and filing such form with AIM Distributors prior to the proposed date
of withdrawal.

5.03. DISTRIBUTIONS AT SEPARATION FROM SERVICE. Unless the Employee
otherwise irrevocably elects in writing within 60 days after the Employee's
separation from service with the Employer, and the Custodian consents to such
election, distribution of the Account shall be made in a lump sum 90 days after
the Employee's separation from service. If the Employee makes such an
election, distribution of the Account shall not commence until the date
specified in such election unless the Employee earlier dies or becomes disabled
as defined in this Agreement.

If the Employee wishes to make such an irrevocable election, he or she
may do so by filing a written notice with the Custodian in a form acceptable to
the Custodian. The written notice to the Custodian shall list the date on which
distribution shall commence, the period over which distribution shall be made,
and amount(s) of each distribution. The Employee may not elect either (a) a
date for commencement of distribution which delays the commencement of
distribution from the Account beyond April 1 following the calendar year during
which the Employee attains age 70 1/2 or (b) a form of distribution which
results in the present value (determined at the time distribution commences) of
payments to be made to the Employee over the Employee's life expectancy (as
determined under Section 1.72-9 of the Treasury Regulations) equaling less than
50% of the present value of the total payments to be made.

5.04. DISTRIBUTIONS AT THE EMPLOYEE'S DEATH. At the Employee's death,
if such Employee has not already specified the form of distribution, the
Beneficiary (or each beneficiary if there is more than one) may elect the form
of distribution. Such election, which will be irrevocable, must be in writing
and provided to the Custodian within 60 calendar days after the Custodian has
received notification of the Employee's death. If such an election is not made
in the time provided, distribution of the Account shall be made in a lump sum
90 days after the Custodian receives notification of the Employee's death. Any
form of distribution must comply with the following requirements:

(a) Death While Receiving Distributions. If the Employee had already
begun to receive distributions from the Account and the Employee's spouse is
not the Beneficiary, the Account balance which remains at the time of the
Employee's death shall be distributed to the Beneficiary at least as rapidly as
under the distribution method being used at the time of the Employee's death.

(b) Death Prior to Receiving Distributions. If the Employee had not
begun to receive distributions at his or her death and the Employee's spouse is
not the Beneficiary, the entire Account balance which remains at the time of
the Employee's death shall be distributed to the Beneficiary either (i) within
five (5) years, or (ii) in installments over a period not exceeding the life
expectancy of the Beneficiary (as determined as of the date of the Employee's
death by using the return multiples contained in Section 1.72-9 of the Treasury
Regulations), provided that such distributions commence within one year after
the date of the Employee's death.

(c) Spousal Beneficiary. If the Employee's spouse is the Beneficiary,
regardless of whether distributions to the Employee have already commenced,
this Section 5.04 shall be applied to the spouse as though the spouse were the
Employee and, as though the spouse, as Employee, separated from service with
the Employer on the date of the Employee's death.

5.05. DISTRIBUTION UPON DISABILITY. If the Employee becomes disabled
as defined in this Agreement after his or her separation from service with the
Employer, he or she shall receive a lump sum distribution of the Account 90
days after the date of such Disability unless, within 60 days after the date of
such Disability, the Employee elects another time for commencement and/or form
of distribution and the Custodian consents to such election. The Employee may
not elect either (a) a date for commencement of distribution which delays the
commencement of distribution from the Account beyond the first April 1
following the calendar year during which the Employee attains age 70 1/2 or (b)
a form of distribution which results in the present value (determined at the
time distribution commences) of payments to be made to the Employee over the
Employee's life expectancy (as determined under Section 1.72-9 of the Treasury
Regulations) equaling less than 50% of the present value of the total payments
to be made.

5.06. DISTRIBUTION OF EXCESS DEFERRAL. Upon written notice to the
Custodian from the Employees, by the first March 1 following the close of the
taxable year of the Employee, that "excess deferrals" (as that term is defined
in Code Section 402(g)(2)(A)) have been made with respect to the Account for
such taxable year, the Custodian shall distribute to the Employee such "excess
deferrals" not later than the first April 15 following the close of such
taxable year. The Employer shall have sole responsibilities for determining
such an excess deferrals and timely notification to the Custodian.

5.07. DISTRIBUTION TO INCOMPETENTS. If a distribution is payable to a
person known by the Custodian to be a minor or a person under a legal
disability, the Custodian may, in its absolute discretion, make all or any part
of the distribution to (a) a parent of such person, (b) the guardian, committee
or other legal representative, wherever appointed, of such person, including a
custodian for such person under a Uniform Gifts to Minors Act or similar act,
(c) any person having the control and custody of such person, or (d) to such
person directly.

ARTICLE VI. CUSTODIAN

6.01. DUTIES. The Custodian shall:

(a) Receive transmitted Contributions;

(b) Provide safekeeping for the assets in the Account;

(d) Execute orders for purchase, sale or exchange of shares of
the Summit Fund and make settlements in accordance with general practice;

(e) Maintain records of all transactions in the Account;

(f) Transmit to each Employee, not less frequently than
annually, appropriate statements of the amount of the Custodian's compensation,
if any, charged to the Account;

(g) File with the Internal Revenue Service and/or any other
government agency such returns, reports, forms and other information as may be
required of it as Custodian, and;

(h) Perform all other duties and services consistent with the
purposes and intentions of this Agreement.
<PAGE> 3

The Custodian may perform any of its administrative duties through
other persons designated by the Custodian from time to time, including persons
otherwise unaffiliated with the Custodian.

6.02. SHARE REDEMPTIONS. If cash funds are required to pay taxes,
fees, or other expenses pursuant to Article VI or to make payments to the
Employee or his or her Beneficiary pursuant to Article V, the Employee (or
Beneficiary, if applicable) shall redeem shares of the Summit Fund held in the
Employee's Account.

6.03. LIMITATIONS ON LIABILITIES AND DUTIES.

(a) The Custodian shall be fully protected in acting or
omitting to take any action in reliance upon any document, order or other
direction believed by the Custodian to be genuine and properly given.
Conversely, the Custodian shall be fully protected in acting or omitting to
take any action in reliance on its belief that any document, order or other
direction either is not genuine or was not properly given.

(b) To the extent permitted by law, 30 days after
providing to the Employee the statements required under Section 6.01(f), the
Custodian shall be released and discharged from all liability to the Employee
or any third party as to the matters contained in such statement unless the
Employee files written objections with the Custodian within such 30-day period.

(c) In no event shall the Custodian or Distributor be
under a fiduciary duty to the Employee in regard to the selection of investments
or be liable for any loss incurred on account of a selected investment.

(d) The Custodian and Distributor shall have no
responsibility with regard to the initial or continued qualification of the
Account under Code Section 403(b)(7).

(e) Neither the Custodian nor the Distributor shall be
obligated to determine the amount of any Contribution due or to collect any
Contribution from the Employee or Employer.

(f) Neither the Custodian nor the Distributor shall be
held responsible for determining the amount, character, or timing of any
distribution to the Employee.

(g) Neither the Custodian nor the Distributor shall have
responsibility, and the Employee shall have sole responsibility, with respect
to the computation of the Employee's "exclusion allowance" as defined in Code
Section 403(b)(2), any applicable limitation(s) on contributions under Code
Section 402(g) and Code Section 415(c), any election available to the Employee
under Code Section 415, or any matters relating to any tax consequences with
respect to Contributions, Account earnings, Account distributions, transfers or
rollovers.

(h) The Custodian shall not be required to carry out any
instructions not given in accordance with this Agreement and neither the
Custodian not the Distributor shall be liable for loss of income, or for
appreciation or depreciation in share value that shall result from the
Custodian's failure to follow instructions not given in accordance with this
Agreement.

(i) If instructions are received that, in the opinion of
the Custodian, are unclear, neither the Custodian nor the Distributor shall be
liable for loss of income, or for appreciation or depreciation in share value
during the period preceding the Custodian's receipt of written clarification of
the instructions.

(j) The Custodian shall have no responsibility to make
any distribution or process any withdrawal by order of the Employee or
Beneficiary unless and until the requisite written instructions specify the
occasion for such action and the Custodian is furnished with any and all
applications, certificates, tax waivers, signature guarantees and other
documents (including proof of any legal representative's authority) deemed
necessary or advisable by the Custodian.

(k) The Custodian shall neither assume nor have any duty
of injury about any matter arising under the Plan.

(l) Neither the Custodian nor the Distributor shall have
any liability to the Employee or Beneficiary for any tax penalty or other
damages resulting from any inadvertent failure by the Custodian to make a
distribution under this Agreement.

(m) Neither the Custodian nor the Distributor shall be
liable for interest on temporary cash balances, if any, maintained in the
Account.

(n) To the extent permitted by law, the Employee shall
always fully indemnify the Custodian and hold it harmless from any and all
liability whatsoever which may arise either (i) in connection with this
Agreement and matter which it contemplates (except that which arises due to the
Custodian's gross negligence or willful misconduct) or (ii) with respect to
making or failing to make distribution, other than for failure to make
distribution in accordance with instructions therefore which are in full
compliance with both Article IX and this Section 6.03.

(o) Except as required by law, the Custodian shall not be
obligated or expected to commence or to defend a legal action or proceeding in
connection with this Agreement, unless the Custodian and the Employer agree
that the Custodian will defend a given legal action and the Custodian is fully
indemnified for so doing to its satisfaction.

(p) In no event shall the Employee, Employer, or
Distributor have any responsibility or liability for any acts or omissions of
the Custodian (or its agents or designees) hereunder.

6.04. COMPENSATION. In consideration for its services hereunder, the
Custodian shall be entitled to receive the applicable fees specified in its
then current fee schedule, if any. The Custodian may substitute a revised fee
schedule from time to time upon 30 days' written notice to the Employer or
Employee. The Custodian shall be entitled to such reasonable additional fees as
it may from time to time determine for services required of it and not clearly
identified on the fee schedule.

6.05. RESIGNATION AND REMOVAL. The Custodian may resign at any time
by giving at least 30 days' written notice to the Employer or Employee. The
Distributor may remove the Custodian hereunder by giving at least 30 days'
written notice to the Custodian. In each case, the Distributor shall designate
a successor custodian qualified pursuant to Section 2.07 hereof, which
successor custodian shall accept such appointment by a writing to be submitted
to the Employer or Employee and the Custodian. On the effective date of its
resignation or removal, the Custodian shall transfer to the designated
successor custodian the assets and records (or copies thereof) of the Account
provided, however, that the Custodian may retain whatever assets it deems
necessary for payment of its fees, costs, expenses, compensation and any other
liabilities which constitute a charge on or against the assets of the Account
or on or against the Custodian.

ARTICLE VII. FEES, TAXES AND OTHER EXPENSES

Any income taxes or other taxes of any kind whatsoever that may be
levied or assessed upon or in respect of the Account (including any transfer
taxes incurred in connection with the investment and reinvestment of Account
assets), expenses, fees and administrative costs incurred by the Custodian in
the performance of its duties (including fees for legal services rendered to
the Custodian), and the Custodian's compensation as determined under Section
6.04, if any, shall constitute a charge upon the assets of the Account. At the
Custodian's option, such fee, tax or expense shall be paid from the Account or
directly by the Employee.

ARTICLE VIII. PROTECTION OF EMPLOYEE BENEFITS

At no time shall any part of the Account be used for purposes other
than for the exclusive benefit of the Employee. The Employees rights to
Contributions shall be nonforfeitable at all times after such Contributions are
transferred to the Custodian.

ARTICLE IX. BENEFICIARY DESIGNATION

Each Employee may submit to the Custodian a properly executed written
Designation of beneficiary acceptable to the Custodian who will receive any
undistributed assets held in the Account at the time of the Employee's death.
Any such Designation of beneficiary shall not be effective unless it is filed
during the Employee's lifetime with the Custodian at the Custodian's home
office. Whether or not fully dispositive of the Account, the most recently
filed destination of beneficiary accepted by the Custodian shall be controlling
and all previously filed designations shall be considered superseded and shall
have no effect. To the extent that the Account is not fully disposed of at the
time of the Employee's death, it shall go to the Employee's surviving spouse,
if any; otherwise, to the Employee's estate. If a beneficiary dies while
receiving distributions, the portion of the Account to which the Beneficiary
would have been entitled (had he or she survived) shall be paid to the
Beneficiary's beneficiary or beneficiaries (or if impossible, to the
beneficiary's estate) in a lump sum within 90 days after the Custodian receives
notification of the Beneficiary's death.
<PAGE> 4

ARTICLE X. AMENDMENT

10.0.1 BY THE DISTRIBUTOR. The Distributor may amend this Agreement in
its entirety or any portion thereof. The Distributor shall provide copies of
such amendment to the Employer and/or Employee. Neither this Section nor any
other portion of this agreement shall impose on the Distributor an affirmative
obligation to amend the Agreement.

10.02. LIMITATIONS. No amendment shall be made:

(a) Which would cause or permit any part of the Account to be
diverted to purposes other than for the exclusive benefit of the Employee
and/or his or her Beneficiary, or cause or permit any portion of such assets to
revert to or become the property of the Employer;

(b) Without the written consent of the Custodian; or

(c) Which would retroactively deprived any Employee of any
benefit to which he or she was entitled under the Agreement, unless such
amendment is necessary, in the opinion of counsel, to conform the Agreement to,
or satisfy the conditions of, Code Section 403(b), any other law, or any
Governmental regulation or ruling, provided that this prohibition shall not be
construed to prohibit prospective amendment of the Agreement (including
prospective amendment to eliminate a benefit) where such prospective amendment
is permitted by law.

ARTICLE XI. TERMINATION

11.01. AUTOMATIC TERMINATION ON DISTRIBUTION. This Agreement shall
terminate when all the assets held in the Account established hereunder have
been distributed or otherwise transferred out of the Account.

11.02. TERMINATION ON DISQUALIFICATION. This Agreement shall terminate
if, after notification by the Internal Revenue Service that the Employee's
Account does not qualify under Code Section 403(b)(7), the Employer and/or
Distributor do not make the amendments necessary to so qualify the Account. On
such termination of this Agreement, the Custodian shall distribute in cash or
in kind, to the Employee or, in the event of the Employee's death, to the
Beneficiary, subject to the Custodian's right to reserve funds as provided in
Section 6.05.

ARTICLE XII. MISCELLANEOUS

12.01. APPLICABLE LAW. To the extent not preempted by Federal law,
this Agreement shall be construed and administered in accordance with the laws
of the state in which the home office of the Custodian is located. No provision
of this Agreement shall be construed to conflict with any provision of an
Internal Revenue Service regulation, ruling an order affecting the status of
this Agreement under Code Section 403(b)(7).

12.02. EMPLOYER'S SIGNATURE. If the Employer does not sign the
Application and is not required to do so under the Code and the regulations
thereunder, the Employee, to the extent allowed by law, assumes all obligations
and responsibilities of the Employer under this Agreement.

12.03. CHANGE OF ADDRESS. The Employer or if permitted by the
Custodian, the Employee, shall notify the Custodian in writing of any change of
address within 30 days of such change.

12.04. NOTICE. Any notice from the Custodian to the Employee pursuant
to this Agreement shall be effective when sent by U.S. Mail to the address of
record of the Employer or Employee. Any notice to the Custodian pursuant to
this Agreement shall be by first class mail addressed to its home of office.

12.05. SUCCESSORS. This Agreement shall be binding upon and shall
inure to the benefit of the successors in interest of the parties hereto.

12.06. CONSTRUCTION. It is intended that this Agreement, together with
the other documents that compose the 403(b)(7) arrangement pursuant to which
the Employee's funds are invested under this Agreement, qualify as a custodial
account under Code Section 403(b)(7). This Agreement shall be construed and
limited by applicable laws, and the powers and discretions conferred hereunder
shall be exercised in a manner consistent with that purpose. Subject to the
foregoing provisions of this Section 12.06, in the event of any conflict
between these Articles I through XII and the documents incorporated in this
Agreement by reference, the provisions of these Articles I through XII shall
prevail.

12.07. SEPARABILITY. If any provision of this Agreement shall be held
invalid or illegal for any reason, such determination shall not affect any
remaining provisions of this Agreement, but this Agreement shall be construed
and enforced as if such invalid or illegal provision had never been included in
this Agreement.

12.08. STATUTORY REQUIREMENTS. In the event any applicable state or
local law, regulating or rule conflicts with and/or supplements the terms of
this Agreement, such law, regulation or rule shall be deemed to supersede
and/or supplement the terms of this Agreement, provided that the Distributor
and the Custodian receive written notice of such law, regulation or rule.

12.09. SEPARATE EMPLOYER. If the Employer has established a written
separate 403(b) plan, the terms of such plan will supersede any provisions of
this Agreement which conflict with such terms; provided that the Employer has
furnished the Distributor with a copy of such written plan and the Custodian
had agreed in writing to be bound by the terms thereof.

<PAGE> 1
A(10)(a)(iii)

[AIM LOGO SUMMIT INVESTORS PLANS
APPEARS HERE] Application

The objective in purchasing this plan is
New Account #
----------------- --------------------------------------------

Monthly Unit $ Special pricing applicable? [ ] Yes [ ] No
---------
Total Plan Amount $ Special Pricing Breakpoint (Dealer Use)
---------
Initial Investment $ [ ]
---------

List all associated account numbers and monthly amounts.
$
- ------------------------------ ---------------------
$
- ------------------------------ ---------------------
$
- ------------------------------ ---------------------
$
- ------------------------------ ---------------------

================================================================================
REGISTRATION-Please Print or Type

INDIVIDUAL JOINT TENANT, WITH RIGHT OF SURVIVORSHIP GIFTS/TRANSFER TO MINORS
Register Plan as Follows:
- -
- -------------------------------------------------- ----- ----- ------
First Name Middle Initial Last Social Security Number
(If joint tenants, use
- -------------------------------------------------- Social Security Number
First Name Middle Initial Last of the first joint
tenant listed.)
- --------------------------------------------------
Custodian's Name
- -
- -------------------------------------------------- ----- ----- ------
Minor's Name Social Security Number
- -
under the Uniform Gifts/ ----- ----- ------
------------------------------Transer to Birthdate of Minor
State Minor's Act

================================================================================
CORPORATION, TRUSTS OR OTHER FIDUCIARIES
-

- -------------------------------------------------- ----- --------------
Name of Corporation or Trustee(s) Taxpayer Identification No.
- -
- -------------------------------------------------- ---- ---- ----
Name of Trust Date of Trust

================================================================================
ADDRESS, CITIZENSHIP & OCCUPATION

- --------------------------------- ----------------------------------------
Street or P.O. Box Occupation (if Military, Rank & Service)

- ------------------- ----- ------- ----------------------------------------
City State Zip Name of Employer

- - ----------------------------------------
- ----- ----- ------- Street or P.O. Box
Telephone
------------------------- ----- --------
Nonresident Alien [ ] Yes [ ] No City State Zip

- ---------------------------------
If yes, citizen of

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

I am an associated person of a NASD member firm. [ ] Yes [ ] No

If yes, name of NASD member firm
-----------------------------------------------

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

The undersigned warrant(s) that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this
Applicaption, and have received a current prospectus for the fund.
Under the Interest and Dividend Tax Compliance Act of 1983, we are required
to have the following certification: Under the penalties of perjury, I certify
that:
(1) The number shown above is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), AND

(2) I am not subject to backup withholding because (a) I am exempt
from backup withholding, or (b) I have not been notified by the
Internal Revenue Service that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or
(c) the IRS has notified me that I am no longer subject to
backup withholding.

CERTIFICATION INSTRUCTIONS-You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax return. For real
estate transactions, item 2 does not apply: For mortgage interest paid, the
acquisition or abandonment of secured property, contributions to an individual
retirement arrangement (IRA), and generally payments other than interest and
dividends, you are not required to sign the Certification, but you must provide
your correct Taxpayer Identification Number.

[ ] Nonresident Alien [Form(s) W-8 attached]

[ ] Exempt from Backup Withholding (i.e. exempt entity as described in
Application Instructions)

Signature of Owner* X Date
------------------------------------- ---------------

Signature of Joint Owner X Date
-------------------------------- ---------------
*If a corporate or trust account, authorized signor should indicate title
(e.g., President, Treasurer, or Trustee.)

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

A Pre-authorized Check Application is attached [ ] Yes [ ] No

Check box for Government Allotment [ ]

MAKE ALL CHECKS PAYABLE TO: State Street Bank and Trust Company

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

MAIL APPLICATION AND INITIAL INVESTMENT TO:

AIM Distributors, Inc.
P.O. Box 4264
Houston, Texas 77210-4264

================================================================================
DEALER INFORMATION
Branch Office (if applicable)
---------------------------------------------------
Firm Name
-----------------------------------------------------------------------
Firm Address
--------------------------------------------------------------------
Authorized Signature of Dealer X
------------------------------------------------

REPRESENTATIVE INFORMATION
Representative's signature X
----------------------------------------------------
Representative's name (print)
---------------------------------------------------
Number
PLAN MAILING ADDRESS
Street
--------------------------------------------------------------------------
City State Zip
--------------------------------------------------- ------- ----------

<PAGE> 1

EXHIBIT 2.

SPENGLER CARLSON GUBAR BRODSKY & ROSENTHAL
ATTORNEYS AT LAW

280 PARK AVENUE, NEW YORK, N. Y. 10017

EDWARD BRODSKY COUNSEL
ROBERT S. CARLSON JULIUS WEISS
EDMOND M. COLLER --------
ANDREW DAVE TELEPHONE
MICHAEL I. FRIESS (212) 286-4000
CARL FRISCHLING --------
LEONARD GUBAR CABLE "ROCKSCOURT"
HOWARD S. JACOBS --------
GREGORY KATZ TELEX 12-7596
CHARLES E. MATTHEWS, JR --------
WILLIAM J. McSHERRY, JR. TELECOPIER
J. EDWARD MEYER, III (212) 682-4583
JOHN J. NOVAK, JR.
SUSAN J. PENRY-WILLIAMS
BRUCE A. RICH
IRWIN M. ROSENTHAL
LEONARD SCHNEIDMAN
THOMAS H. SEAR
SILAS SPENGLER

May 11, 1983

AIM Distributors, Inc.
11 Greenway Plaza
Suite 1919
Houston, Texas 77046

Re: Summit Investors Plans --
Post-Effective Amendment No. 2
Registration No. 2-76910

Gentlemen:

AIM Distributors, Inc., a Delaware corporation ("AIM"), has filed with the
Securities and Exchange Commission under the Investment Company Act of 1940 a
Registration Statement, as amended, on Form N-8B-2 registering Summit Investors
Plans as a unit investment trust of which AIM is Sponsor. AIM has also filed
with the Securities and Exchange Commission under the Securities Act of 1933
Post-Effective Amendment No. 2 to its Registration Statement on Form S-6
(Registration No. 2-76910), covering the registration of Summit Investors Plans
(the "Registration Statement").

We have examined the form of certificate for Summit Investors Plans and
also have examined the Custodian Agreement, dated September 24, 1982 (the
"Custodian Agreement") under the terms of which Summit Investors Plans are
issued.

Based upon the foregoing and assuming that Certificates for Summit
Investors Plans are (i) in the form in which we have examined them, (ii)
executed by the Custodian and by AIM, and (iii) issued in the manner
contemplated by such Plans, the Custodian Agreement and the Registration
Statement, we are of the opinion that such Certificates will constitute legal,

<PAGE> 2
SPENGLER CARLSON GUBAR BRODSKY & ROSENTHAL

AIM Distributors
May 11, 1983
Page Two

valid and binding obligations of AIM in accordance with their respective terms.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ SPENGLER CARLSON GUBAR BRODSKY & ROSENTHAL

<PAGE> 1
EXHIBIT 3.B

INDEPENDENT AUDITORS' CONSENT
-----------------------------

The Board of Directors of
A I M Distributors, Inc. and
Planholders of Summit Investors Plans

We consent to the use of our reports on A I M Distributors, Inc. dated February
16, 1996 and Summit Investors Plans dated February 6, 1996 included herein.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Houston, Texas
February 16, 1996

<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 758,849,145
<INVESTMENTS-AT-VALUE> 1,047,129,847
<RECEIVABLES> 0
<ASSETS-OTHER> 203,517
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,047,333,364
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 203,517
<TOTAL-LIABILITIES> 203,517
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 86,254,518
<SHARES-COMMON-PRIOR> 78,062,238
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 10,347,903
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 197,465,112
<NET-ASSETS> 1,047,129,847
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,198,859
<NUMBER-OF-SHARES-REDEEMED> (6,321,569)
<SHARES-REINVESTED> 4,314,990
<NET-CHANGE-IN-ASSETS> 283,681,155
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 0.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>