INVESCO VALUE TRUST, 485APOS, 1998-10-30

INVESCO VALUE TRUST
485APOS, 1998-10-30

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File No. 33-3429

As filed on ^ October 30, 1998

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No.
------- ---
Post-Effective Amendment No. ^ 23 X
-------- ---

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---
Amendment No. ^ 23 X
------------ ---

INVESCO VALUE TRUST
(Exact Name of Registrant as Specified in Charter)

7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)

P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)

Registrant's Telephone Number, including Area Code: (303) 930-6300

Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)

-------------------
Copies to:
Ronald M. Feinman
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 W. 47th St.
New York, New York 10036
-------------------
Approximate Date of Proposed Public Offering: As soon as practicable
after this post-effective amendment becomes effective.

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

immediately upon filing pursuant to paragraph (b)
^ on _______________, pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
X on ^ January 1, 1999, pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Registrant has previously elected to register an indefinite number of shares of
its common stock pursuant to Rule 24f-2 under the Investment Company Act.
Registrant's Rule 24f-2 Notice for the fiscal year ended August 31, ^ 1998, will
be filed on or about ^ November 24, ^ 1998.

Page 1 of 518
Exhibit index is located at page 157

<PAGE>

INVESCO VALUE TRUST
------------------------------------

CROSS-REFERENCE SHEET

Form N-1A
Item Caption
- --------- -------
Part A Prospectus

1....................... Cover Page

2....................... Annual Fund Expenses

3....................... Financial Highlights; Performance
Data

4....................... Investment Objectives ^ And
Policies; The ^ Fund And Its
Management

5....................... The ^ Fund And Its Management;
Additional Information

5A...................... Not Applicable

6....................... Services Provided ^ By The Fund;
Taxes, Dividends ^ And Other
Distributions; Additional
Information

7....................... How Shares Can Be Purchased;
Services Provided ^ By The Fund

8....................... Services Provided ^ By The Fund;
How ^ To Redeem Shares

9....................... Not Applicable

Part B Statement of Additional Information

10....................... Cover Page

11....................... Table of Contents

<PAGE>

Form N-1A
Item Caption
- --------- -------

12....................... The ^ Fund And Its Management

13....................... Investment Practices; Investment
Policies ^ And Restrictions

14....................... The ^ Fund And Its Management

15....................... The ^ Fund And Its Management

16....................... The ^ Fund And Its Management

17....................... Investment Practices; Investment
Policies ^ And Restrictions

18....................... Additional Information

19....................... How Shares Can Be Purchased; How
Shares Are Valued; Services
Provided ^ By The Fund;
Tax-Deferred Retirement Plans; How
^ To Redeem Shares

20....................... Dividends, Other Distributions, ^
And Taxes

21....................... How Shares Can Be Purchased

22....................... Performance Data

23....................... Additional Information

Part C Other Information

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

-ii-

<PAGE>

PROSPECTUS
January 1, ^ 1999

INVESCO Intermediate Government Bond Fund

The INVESCO Intermediate Government Bond Fund (the "Fund") seeks to achieve a
high total return on investments through capital appreciation and current income
by investing primarily in obligations of the U.S. government and its agencies
and instrumentalities maturing in three to five years.

The Fund is a series of INVESCO Value Trust (the "Trust"), ^ a diversified,
managed, no-load mutual fund consisting of three separate portfolios of
investments. This Prospectus relates to shares of the INVESCO Intermediate
Government Bond Fund. Separate prospectuses are available upon request from
INVESCO Distributors, Inc. for the Trust's other two funds, INVESCO Value Equity
Fund and INVESCO Total Return Fund. Investors may purchase shares of any or all
^ Funds. Additional funds may be offered in the future.

This Prospectus provides you with the basic information you should know
before investing in the Fund. You should read it and keep it for future
reference. A Statement of Additional Information containing further information
about the Fund, dated January 1, ^ 1999, has been filed with the Securities and
Exchange Commission and is incorporated by reference into this Prospectus. To ^
request a free copy, write to INVESCO Distributors, Inc., P.O. Box 173706,
Denver, Colorado 80217-3706; call 1-800-525-8085; or visit our web site at
http://www.invesco.com.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ^, NOR HAS THE SECURITIES AND EXCHANGE ^ COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL
INSTITUTION. THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

----------

<PAGE>

TABLE OF CONTENTS

Page
----

ANNUAL FUND EXPENSES......................................................6

FINANCIAL HIGHLIGHTS......................................................8

PERFORMANCE DATA.........................................................10

INVESTMENT OBJECTIVE AND POLICIES........................................11

RISK FACTORS.............................................................12

THE ^ FUND AND ITS MANAGEMENT............................................15

HOW SHARES CAN BE PURCHASED..............................................19

SERVICES PROVIDED BY THE ^ FUND..........................................23

HOW TO REDEEM SHARES.....................................................26

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS.................................27

ADDITIONAL INFORMATION...................................................29

<PAGE>

ANNUAL FUND EXPENSES

The Fund is no-load; there are no fees to purchase, exchange or redeem
shares. The Fund^ is authorized to pay a Rule 12b-1 distribution fee of up to
one quarter of one percent of the Fund's average net assets each year. The 12b-1
fee is assessed against all shares, but only with respect to new sales of
shares, exchanges into the Fund and reinvestments of dividends and capital gain
distributions ^ occurring on or after November 1, 1997^ ("New Assets").

Annual operating expenses are calculated as a percentage of the Fund's
average annual net assets. To keep expenses competitive, INVESCO Funds Group,
Inc. ("INVESCO"), the Fund's investment adviser, voluntarily reimburses the Fund
for certain expenses in excess of 1.00% (excluding excess amounts that have been
offset by the expense offset arrangements described below), of the Fund's
average net assets.

Shareholder Transaction Expenses
- --------------------------------
Sales load "charge" on purchases None
Sales load "charge" on reinvested dividends None
Redemption fees None
Exchange fees None

Annual Fund Operating Expenses
- ------------------------------
(as a percentage of average net assets)

Management Fee 0.60%
12b-1 Fees(1) 0.25%
Other Expenses (after absorbed expenses)(2) ^ 0.16%
Transfer Agency Fee(3) ^ 0.54%
General Services, Administrative
Services, Registration, Postage (after
voluntary expense limitation)(2)(4) ^(0.38)%

Total Fund Operating Expenses

(after absorbed ^ expenses)(2)(5) 1.01%

(1) 12b-1 fees for the period ^ November 1, 1997 through August 31, 1998 ^
were 0.08%.

(2) Certain Fund expenses are being voluntarily absorbed by INVESCO ^ to
ensure that the Fund's annualized total operating expenses do not exceed 1.00%
of the Fund's average net assets. Ratio reflects total expenses less absorbed
expenses by ^ INVESCO. In the absence of such voluntary expense limitation, the
Fund's "Other Expenses" and "Total Fund Operating Expenses" would have been ^
0.80% and ^ 1.65%, respectively, based on the Fund's actual expenses for the
fiscal year ended August 31, ^ 1998.

(3) Consists of the transfer agency fee described under "Additional
Information - Transfer and Dividend Disbursing Agent."

<PAGE>

(4) Includes, but is not limited to, fees and expenses of trustees,
custodian bank, legal counsel and independent accountants, securities pricing
services, costs of administrative services furnished under an Administrative
Services Agreement, costs of registration of Fund shares under applicable laws,
and costs of printing and distributing reports to shareholders.

(5) It should be noted that the Fund's actual total operating expenses
were lower than the figures shown because the Fund's custodian fees were reduced
under an expense offset arrangement. However, as a result of an SEC requirement
^, the figures shown above do not reflect these reductions. In comparing
expenses for different years, please note that the ^ Ratios of Expenses to
Average Net Assets shown under "Financial Highlights" do reflect reductions for
periods prior to the fiscal year ended August 31, 1996. (See "The ^ Fund And Its
Management.")

Example

A shareholder would pay the following expenses on a $1,000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$10 ^ $32 $56 $124

The purpose of the foregoing table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. Such expenses are paid from the Fund's assets. (See
"The ^ Fund And Its Management.") The above figures for the INVESCO Intermediate
Government Bond Fund are based on fiscal year-end information. The Fund charges
no sales load, redemption fee or exchange fee. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN. The assumed 5% annual return is
hypothetical and should not be considered a representation of past or future
annual returns, which may be greater or less than the assumed amount.

Because the Fund pays a Rule 12b-1 distribution fee, investors who own
Fund shares for a long period of time may pay more than the economic equivalent
of the maximum front-end sales charge permitted for mutual funds by the National
Association of Securities Dealers, Inc.

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

The following information for each of the ^ five years ended August 31, ^
1998, the eight-month fiscal period ended August 31, 1993, and each of the four
years ended December 31, 1992, has been audited by ^ PricewaterhouseCoopers LLP,
independent accountants. Prior years' information was audited by another
independent accounting firm. This information should be read in conjunction with
the ^ Report of Independent Accountants thereon appearing in the Trust's ^ 1998
Annual Report to Shareholders which is incorporated by reference into the
Statement of Additional Information. Both are available without charge by
contacting INVESCO Distributors, Inc., at the address or telephone number on the
back cover of this Prospectus. All per share data has been adjusted to reflect
an 80 to 1 stock split which was effected on January 2, 1991.

Period
Ended
Year Ended August 31 August 31 Year Ended December 31

------------------------------------------- ------- -----------------------------------
1998 1997 1996 1995 1994 1993^ 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

PER SHARE DATA
Net Asset Value -

Beginning of Period $12.44 $12.30 $12.64 $12.16 $13.25 $12.68 $12.89 $12.13 $12.07 $11.90
------------------------------------------- ------- ----------------------------------

INCOME FROM INVESTMENT
OPERATIONS

Net Investment Income 0.64 0.66 0.73 0.73 0.70 0.48 0.90 0.89 1.00 1.03
Net Gains or (Losses)

on Securities (Both
Realized and

Unrealized) 0.32 0.14 (0.34) 0.48 (0.75) 0.57 (0.16) 0.77 0.05 0.17
------------------------------------------- ------- ----------------------------------

Total from Investment

Operations 0.96 0.80 0.39 1.21 (0.05) 1.05 0.74 1.66 1.05 1.20
------------------------------------------- ------- ----------------------------------

LESS DISTRIBUTIONS
Dividends from Net

Investment Income+ 0.64 0.66 0.73 0.73 0.70 0.48 0.90 0.90 0.99 1.03
Distributions from
Capital Gains 0.00 0.00 0.00 0.00 0.34 0.00 0.05 0.00 0.00 0.00
------------------------------------------- ------- ----------------------------------

Total Distributions 0.64 0.66 0.73 0.73 1.04 0.48 0.95 0.90 0.99 1.03

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

<PAGE>

Net Asset Value -

End of Period $12.76 $12.44 $12.30 $12.64 $12.16 $13.25 $12.68 $12.89 $12.13 $12.07
=========================================== ======= =================================
TOTAL RETURN 7.92% 6.64% 3.12% 10.36% (0.37%) 8.38%* 6.03% 14.16% 9.08% 10.52%

RATIOS
Net Assets - End
of Period

($000 Omitted) $37,281 $44,441 $39,949 $37,339 $31,861 $39,384 $29,649 $24,385 $18,380 $19,805
Ratio of Expenses

to Average

Net Assets# 1.01%@ 1.02%@ 1.15%@ 1.20% 1.07% 0.96%~ 0.97% 0.93% 0.85% 0.85%
Ratio of Net

Investment Income
to Average

Net Assets# 5.11% 5.32% 5.81% 6.04% 5.58% 5.48%~ 6.38% 7.28% 8.16% 8.45%
Portfolio Turnover
Rate 57% 37% 63% 92% 49% 34%* 93% 51% 31% 52%

</TABLE>

^ From January 1, 1993 to August 31, 1993.

+ Distributions in excess of net investment income for the year ended August 31,
1994 aggregated less than $0.01 on a per share basis.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

# Various expenses of the Fund were voluntarily absorbed by ^ INVESCO for the
years ended August 31, 1998, 1997 and 1996, and the years ended December 31,
1990, 1989^ and 1988 ^. If such expenses had not been voluntarily absorbed,
ratio of expenses to average net assets would have been 1.48%, 1.37%, 1.24%,
0.96%, 1.00%^ and 1.08% ^, respectively, and ratio of net investment income to
average net assets would have been 4.64%, 4.97%, 5.72%, 8.05%, 8.30%^ and 7.69%
^, respectively.

@ Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized
^

<PAGE>

PERFORMANCE DATA

From time to time, the Fund advertises its total return performance. These
figures are based upon historical investment results and are not intended to
indicate future performance. Total return is computed by calculating the
percentage change in value of an investment, assuming reinvestment of all income
dividends and capital gain distributions, to the end of a specified period.
Cumulative total return reflects actual performance over a stated period of
time. Average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. ^ Any given report of
total return performance should not be considered as representative of future
performance. The Fund charges no sales load, redemption fee or exchange fee
which would affect total return computations.

The yield of the Fund is calculated by utilizing the Fund's calculated
income, expenses and average outstanding shares for the most recent 30-day or
one-month period, dividing it by the month-end net asset value and annualizing
the resulting number. Unlike "total return" quotations, quotations of "yield" do
not include the effect of capital changes. The Fund charges no sales load,
redemption fee or exchange fee. Accordingly, both purchase price and redemption
price equal net asset value per share, and no adjustments are made in either
yield or total return performance calculations to reflect nonrecurring charges.

In conjunction with performance reports and/or analyses of shareholder
service for the Fund, comparative data between the Fund's performance or yield
for a given period and the performance of recognized bond indices and indices of
investment results for the same period and/or assessments of the quality of
shareholder service may be provided to shareholders. Such indices include
indices provided by Dow Jones & Company, Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., Lipper Analytical Services, Inc., Lehman Brothers,
National Association of Securities Dealers Automated Quotations, Frank Russell
Company, Value Line Investment Survey, the American Stock Exchange, Morgan
Stanley Capital International, Wilshire Associates, the Financial Times Stock
Exchange, the New York Stock Exchange, the Nikkei Stock Average and the Deutcher
Aktienindex, all of which are unmanaged market indicators. In addition,
rankings, ratings and comparisons of investment performance and/or assessments
of the quality of shareholder service appearing in publications such as Money,
Forbes, Kiplinger's Personal Finance, Morningstar and similar sources which
utilize information compiled (i) internally; (ii) by Lipper Analytical Services,
Inc.; or (iii) by other recognized analytical services, may be used in
advertising. The Lipper Analytical Services, Inc. mutual fund rankings and
comparisons, which may be used by the Fund in performance reports, will be drawn
from the "Intermediate U.S. Government Funds" Lipper mutual fund groupings, in
addition to the broad-based Lipper general fund grouping.

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

The ^ Intermediate Government Bond Fund ^ seeks to achieve a high total
return on investment through capital appreciation and current income. Funds
having an investment objective of seeking a high total return may be limited in
their ability to obtain their objective by the limitations on the types of
securities in which they may invest. No assurance can be given that the Fund
will be able to achieve its investment objective.

The Fund invests primarily in obligations of the U.S. government and its
agencies and instrumentalities maturing in three to five years. Under normal
circumstances, at least 65% of the Fund's total assets will be invested in
government obligations consisting of direct obligations of the U.S. government
(U.S. Treasury ^ bills, notes and ^ bonds), obligations guaranteed by the U.S.
government, such as ^ Ginnie Mae obligations, and obligations of U.S. government
authorities, agencies and instrumentalities, which are supported only by the
assets of the issuer, such as Fannie Mae^, Federal Home Loan Banks, Federal
Financing Bank and Federal Farm Credit Bank. The remaining 35% of the Fund's
total assets may be invested under normal circumstances in corporate debt
obligations which are rated by Moody's Investors Service, Inc. ("Moody's") in
its four highest ratings of corporate obligations (Aaa, Aa, A and Baa) or by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") in its
four highest ratings of corporate obligations (AAA, AA, A and BBB) or, if not
rated, in the opinion of the Fund's investment adviser or sub-adviser
(collectively, "Fund Management") have investment characteristics similar to
those described in such ratings. A bond rating of Baa by Moody's indicates that
the bond issue is of "medium grade," neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and have speculative characteristics as
well. A bond rating of BBB by S&P indicates that the bond issue is in the lowest
"investment grade" security rating. Bonds rated BBB are regarded as having an
adequate capacity to pay principal and interest. Whereas they normally exhibit
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay principal
and interest for bonds in this category than for bonds in the A category, and
they may have speculative characteristics. (See Appendix A to the Statement of
Additional Information for specific descriptions of these corporate bond rating
categories.) The dollar weighted average maturity of the Fund's investments will
normally be from three to ten years.

<PAGE>

government to purchase the agencies' obligations; while still others, such
as obligations of the Student Loan Marketing Association, are supported only by
the credit of the instrumentality. In the case of securities not backed by the
full faith and credit of the United States, the Fund must look principally to
the agency issuing or guaranteeing the obligation for ultimate repayment and may
not be able to assert a claim against the United States itself in the event the
agency or instrumentality does not meet its commitments. The Fund will invest in
securities of such instrumentalities only when Fund Management is satisfied that
the credit risk with respect to any such instrumentality is minimal.

The investment objective of the Fund and its investment policies, where
indicated, are deemed to be fundamental policies and thus may not be changed
without prior approval by the holders of a majority of its outstanding voting
securities of the Fund, as defined in the Investment Company Act of 1940 (the
"1940 Act"). In addition, the Trust and this Fund are subject to certain
investment restrictions which are ^ identified in the Statement of Additional
Information and which also may not be altered without approval of the Fund's
shareholders. One of those restrictions limits the Fund's borrowing of money to
borrowings from banks for temporary or emergency purposes (but not for
leveraging or investment) in an amount not exceeding 33 1/3% of the value of the
Fund's total assets.

RISK FACTORS

Investors should consider the special factors associated with the policies
discussed below in determining the appropriateness of an investment in the
INVESCO Intermediate Government Bond Fund. The Fund's policies regarding
investments in foreign securities and foreign currencies are not fundamental and
may be changed by vote of the Trust's board of trustees.

Year 2000 Computer Issue. Due to the fact that many computer systems in
use today cannot recognize the Year 2000, but will, unless corrected, revert to
1900 or 1980 or cease to function at that time, the markets for securities in
which the Fund invests may be detrimentally affected by computer failures
affecting portfolio investments or trading of securities beginning January 1,
2000. Improperly functioning trading systems may result in settlement problems
and liquidity issues. In addition, corporate and governmental data processing
errors may result in production issues for individual companies and overall
economic uncertainties. Earnings of individual issuers may be affected by
remediation costs, which may be substantial. The Fund's investments may be
adversely affected.

Interest Rate Risk. The obligations in which the Fund invests are subject
to interest rate risk, which means that their values and, therefore, the net
asset value of the Fund, can be expected to fall when interest rates rise. The
Fund attempts to reduce this risk through diversification, credit analysis and
attention to interest rate trends and other factors.

<PAGE>

Foreign Securities. The Fund may invest up to 25% of its total assets in
foreign securities, although it currently does not intend to invest more than 5%
of its total assets in foreign securities. Investments in securities of foreign
companies and in foreign debt or equity markets involve certain additional risks
not associated with investments in domestic companies and markets, including the
risks of fluctuations in foreign currency exchange rates and of political or
economic instability, the difficulty of predicting international trade patterns,
and the possibility of imposition of exchange controls or currency blockage. In
addition, there may be less information publicly available about a foreign
company than about a domestic company, and there is generally less government
regulation of stock exchanges, brokers and listed companies abroad than in the
United States. Moreover, with respect to certain foreign countries, there may be
a possibility of expropriation or confiscatory taxation. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States. As one way of managing exchange rate
risk, the Fund may enter into forward foreign currency exchange contracts (i.e.,
purchasing or selling foreign currencies at a future date). For additional
information regarding forward foreign currency exchange contracts, see the
Trust's Statement of Additional Information.

Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg,
The Netherlands, Portugal and Spain are presently members of the European
Economic and Monetary Union (the "EMU"). The EMU has established a common
European currency for EMU countries which is known as the "euro." Each
participating country has adopted the euro as its currency effective January 1,
1999. The old national currencies are sub-currencies of the euro until July 1,
2002, at which time the old currencies will disappear entirely. Other European
countries may adopt the euro in the future.

The introduction of the euro presents some uncertainties and possible
risks, including whether the payment and operational systems of banks and other
financial institutions will have been ready by January 1, 1999; whether exchange
rates for existing currencies and the euro will have been adequately
established; and whether suitable clearing and settlement systems for the euro
will have been in operation. These and other factors may cause market
disruptions after January 1, 1999 and could adversely affect the value of
securities held by the Fund.

<PAGE>

dollar and other major currencies, as well as possible adverse tax
consequences. The euro transition by EMU countries - present and future - may
impact the fiscal and monetary policies of those participating countries. There
may be increased levels of price competition among business firms within EMU
countries and between businesses in EMU and non-EMU countries. The outcome of
these uncertainties could have unpredictable effects on trade and commerce and
result in increased volatility for all financial markets.

Repurchase Agreements. The Fund may engage in repurchase agreements with
banks, registered broker-dealers and registered government securities dealers,
which are deemed creditworthy by Fund Management under guidelines established by
the board of trustees. A repurchase agreement is a transaction in which the Fund
purchases a security and simultaneously commits to sell the security to the
seller at an agreed upon price and date (usually not more than seven days) after
the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. The Fund's risk is limited to the ability of
the seller to pay the agreed upon amount on the delivery date. However, in the
event the seller should default, the underlying security constitutes collateral
for the seller's obligations to pay. This collateral will be held by the
custodian for the Fund's assets. In the event of the insolvency of a
counterparty to a repurchase agreement, the Fund could experience delays and
incur costs in realizing on the collateral. To the extent that the proceeds from
a sale upon a default in the obligation to repurchase are less than the
repurchase price, the Fund would suffer a loss. Although the Fund has not
adopted any limit on the amount of its total assets that may be invested in
repurchase agreements, the Fund intends that at no time will the market value of
the Fund's securities subject to repurchase agreements exceed 20% of the total
assets of the Fund.

Illiquid Securities. The Fund may invest from time to time in securities
subject to restrictions on disposition under the Securities Act of 1933
("restricted securities"), securities without readily available market
quotations or illiquid securities (those which cannot be sold in the ordinary
course of business within seven days at approximately the valuation given to
them by the Fund). However, on the date of purchase, no such investment may
increase the Fund's holdings of restricted securities to more than 2% of the
value of the Fund's total assets or its holdings of illiquid securities or those
without readily available market quotations to more than 5% of the value of the
Fund's total assets. The Fund is not required to receive registration rights in
connection with the purchase of restricted securities and, in the absence of
such rights, marketability and value can be adversely affected because the Fund
may be unable to dispose of such securities at the time desired or at a
reasonable price. In addition, in order to resell a restricted security, the
Fund might have to bear the expense and incur the delays associated with
effecting registrations.

<PAGE>

Securities Lending. The Fund may make loans of its portfolio securities
(not to exceed 10% of the Fund's total assets) to broker-dealers or other
institutional investors under contracts requiring such loans to be callable at
any time and to be secured continuously by collateral in cash, cash equivalents,
high quality short-term government securities or irrevocable letters of credit
maintained on a current basis at an amount at least equal to the market value of
the securities loaned, including accrued interest and dividends. The Fund will
continue to collect the equivalent of the interest or dividends paid by the
issuer on the securities loaned and will also receive either interest (through
investment of cash collateral) or a fee (if the collateral is government
securities). The Fund may pay finder's and other fees in connection with
securities loans.

Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for the Fund. Although the Fund does not trade for short-term profits,
securities may be sold without regard to the time they have been held in the
Fund when, in the opinion of Fund Management, market considerations warrant such
action. As a result, while it is anticipated that the Fund's annual portfolio
turnover rate generally will not exceed 100%, under certain market conditions
the portfolio turnover rate for the Fund may exceed 100%. Increased portfolio
turnover would cause the Fund to incur greater brokerage costs than would
otherwise be the case. The Fund's portfolio turnover rates are set forth under
"Financial Highlights" and, along with the Trust's brokerage allocation
policies, are discussed in the Statement of Additional Information.

THE ^ FUND AND ITS MANAGEMENT

The Trust is a no-load mutual fund, registered with the Securities and
Exchange Commission as an open-end, diversified management investment company.
The Trust was organized on July 15, 1987, under the laws of the Commonwealth of
Massachusetts as "Financial Series Trust." On July 1, 1993, the Trust changed
its name to "INVESCO Value Trust."

The Trust's board of trustees has responsibility for overall supervision
of the Fund, and reviews the services provided by the adviser. Under an
agreement with the Trust, INVESCO ^, 7800 E. Union Avenue, Denver, Colorado,
serves as the ^ Fund's investment adviser ^. Under this agreement, ^ INVESCO is
primarily responsible for providing the Fund with various ^ administrative
services and ^ supervising the Fund's daily business affairs. ^ These services
are subject to review by the Trust's board of trustees.

<PAGE>

investment companies as of _____________, 1998. ICM, subject to the
supervision of ^ INVESCO, is primarily responsible for selecting and managing
the Fund's investments. Although the Trust is not a party to the sub-advisory
agreement, the agreement has been approved by the shareholders of the Trust.
Services provided by ^ INVESCO and ICM are subject to review by the Trust's
board of trustees. Together, INVESCO and ICM constitute "Fund Management."

Pursuant to an agreement with the Trust, ^ INVESCO Distributors, Inc.
("IDI") ^ is the Fund's distributor. IDI, established in 1997, is a registered
broker-dealer that acts as distributor for all retail mutual funds advised by ^
INVESCO. Prior to September 30, 1997, ^ INVESCO served as the Fund's
distributor.

^ INVESCO, ICM and IDI are indirect wholly-owned subsidiaries of AMVESCAP
PLC. AMVESCAP PLC is a publicly-traded holding company that, through its
subsidiaries, engages in the business of investment management on an
international basis. INVESCO PLC changed its name to AMVESCO PLC on March 3,
1997 and to AMVESCAP PLC on May 8, 1997, as part of a merger between a direct
subsidiary of INVESCO PLC and A I M Management Group Inc., that created one of
the largest independent investment management businesses in the world. ^
AMVESCAP PLC had approximately $261 billion in assets under management^ as of
June 30, 1998. INVESCO was established in 1932 and, as of August 31, ^ 1998,
managed 14 mutual funds, consisting of ^ 49 separate portfolios, with combined
assets of approximately ^ $17.1 billion on behalf of ^ 899,439 shareholders.

The following individuals serve as portfolio managers for the Fund and are
primarily responsible for the day-to-day management of the Fund's portfolio of
securities:

James O. Baker Portfolio manager of the Fund since 1993;
portfolio manager of the INVESCO Total Return
Fund since 1997; portfolio manager ^ for
INVESCO Capital Management, Inc. (1992 to
present); portfolio manager, Willis Investment
Counsel (1990 to 1992); broker, Morgan
Keegan (1989 to 1990); broker, Drexel Burnham
Lambert (1985 to 1990); began investment career
in 1977; B.A., Mercer University;
Chartered Financial Analyst.

Ralph H. Jenkins, Jr. Assistant portfolio manager of the Fund since
1993; vice president (1991 to present) and
portfolio manager (1988 to present) of INVESCO
Capital Management, Inc.; began investment
career in 1969; B.B.C., Auburn University; M.A.,
University of Alabama; Chartered Financial
Analyst; Chartered Investment Counselor.

<PAGE>

Fund Management permits investment and other personnel to purchase and
sell securities for their own accounts, subject to a compliance policy governing
personal investing. This policy requires Fund Management's personnel to conduct
their personal investment activities in a manner that Fund Management believes
is not detrimental to the Fund or Fund Management's other advisory clients. See
the Statement of Additional Information for more detailed information.

The Fund pays INVESCO a monthly management fee which is based upon a
percentage ^ of the Fund's average net assets ^ determined daily. The management
fee is computed at the annual rate of 0.60% on the first $500 million of the
Fund's average net assets^, 0.50% on the next $500 million of the Fund's average
net assets and 0.40% on the average net assets of the Fund in excess of $1
billion. For the fiscal year ended August 31, ^ 1998, the advisory fees paid to
^ INVESCO amounted to 0.60% of the average net assets of the Fund.

The Trust also has entered into an Administrative Services Agreement (the
"Administrative Agreement") with INVESCO. Pursuant to the Administrative
Agreement, INVESCO performs certain administrative, recordkeeping and internal
sub-accounting services, including, without limitation, maintaining general
ledger and capital stock accounts, preparing a daily trial balance, calculating
net asset value daily, providing selected general ledger reports and providing
sub-accounting and recordkeeping services for the Fund shareholder accounts
maintained by certain retirement and employee benefit plans for the benefit of
participants in such plans. For such services, the Fund pays INVESCO a fee
consisting of a base fee of $10,000 per year, plus an additional incremental fee
computed at an annual rate of 0.015% per year of the average net assets of the
Fund.

<PAGE>

encoded and are calculated. That failure could have a negative impact on
the handling of the Fund's securities trades, its share pricing and its account
services. The Fund and its service providers have been actively working on
necessary changes to their computer systems to deal with the Year 2000 issue and
expect that their computer systems will be adapted before that date, but there
can be no assurance that they will be successful. Furthermore, services may be
impaired at that time as a result of the interaction of their systems with
noncomplying computer systems of others. INVESCO plans to test as many such
interactions as practicable prior to December 31, 1999 and to develop
contingency plans for reasonably anticipated failures.

The Fund bears those Trust expenses which are accrued daily that are
incurred on its behalf and, in addition, bears a portion of general Trust
expenses, allocated based upon the relative net assets of the three Funds of the
Trust. Such expenses are generally deducted from the Fund's total income before
dividends are paid. Total expenses of the Fund for the fiscal year ended August
31, ^ 1998, including investment advisory fees (but excluding brokerage
commissions), amounted to ^ 1.01% (prior to any expense offset ^ arrangement) of
the Fund's average net assets. Certain Fund expenses are ^ voluntarily absorbed
^ by INVESCO pursuant to a commitment to the Fund in order to ensure that the
Fund's total expenses do not exceed 1.00% of the Fund's average net assets. This
commitment may be changed following consultation with the Trust's board of
trustees.

The Declaration of Trust pursuant to which the Trust is organized contains
an express disclaimer of shareholder liability for acts or obligations of the
Trust and requires that notice of such disclaimer be given in each instrument
entered into or executed by the Trust. The Declaration of Trust also provides
for indemnification out of the Trust's property for any shareholder held
personally liable for any Trust obligation. Thus, the risk of a shareholder
being personally liable for obligations of the Trust is limited to the unlikely
circumstance in which the Trust itself would be unable to meet its obligations.

Fund Management places orders for the purchase and sale of portfolio
securities with brokers and dealers based upon ^ Fund Management's evaluation of
such ^ brokers' and dealers' financial responsibility coupled with ^ their
ability to effect transactions at the best available prices. The Trust may place
orders for portfolio transactions with qualified ^ brokers and dealers that
recommend the various funds of the Trust to clients, or act as agent in the
purchase of ^ Fund shares for clients, if Fund Management believes that the
quality of the execution of the transaction and level of commission are
comparable to those available from other qualified brokerage firms. For further
information, see "Investment Practices - ^ Placement of Portfolio Brokerage" in
the Statement of Additional Information.

<PAGE>

HOW SHARES CAN BE PURCHASED

Shares of the Fund are sold on a continuous basis by IDI, as the Fund's
distributor, at the net asset value per share next calculated after receipt of a
purchase order in good form. No sales charge is imposed upon the sale of shares
of the Fund. To purchase shares of the Fund, send a check made payable to
INVESCO Funds Group, Inc., together with a completed application form, to:

INVESCO FUNDS GROUP, INC.
Post Office Box 173706
Denver, Colorado 80217-3706

Purchase orders must specify the Fund in which the investment is to be
made.

The minimum initial purchase must be at least $1,000, with subsequent
investments of not less than $50, except that: (1) those shareholders
establishing an EasiVest or direct payroll purchase account, as described below
in the section entitled "Services Provided by the ^ Fund," may open an account
without making any initial investment if they agree to make regular, minimum
purchases of at least $50; (2) those shareholders investing in an Individual
Retirement Account ("IRA"), or through omnibus accounts where individual
shareholder recordkeeping and sub-accounting are not required, may make initial
minimum purchases of $250; (3) Fund Management may permit a lesser amount to be
invested in the Fund under a federal income tax-deferred retirement plan (other
than an IRA), or under a group investment plan qualifying as a sophisticated
investor; and (4) Fund Management reserves the right to increase, reduce or
waive the minimum purchase requirements in its sole discretion where it
determines such action is in the best interests of the Fund. The minimum initial
purchase requirement of $1,000, as described above, does not apply to
shareholder account(s) in any of the INVESCO funds opened prior to January 1,
1993, and thus is not a minimum balance requirement for those existing accounts.
However, for shareholders already having accounts in any of the INVESCO funds,
all initial share purchases in a new fund account, including those made using
the exchange privilege, must meet the fund's applicable minimum investment
requirement.

The purchase of shares in the Fund can be expedited by placing bank wire,
overnight courier or telephone orders. For further information, the purchaser
may call the ^ Fund's office by using the telephone number on the cover of this
Prospectus. Orders sent by overnight courier, including Express Mail, should be
sent to the street address, not ^ post office box, of INVESCO Funds Group, Inc.,
7800 E. Union Avenue, Denver, Colorado 80237.

<PAGE>

Orders to purchase ^ shares of the Fund can be placed by telephone. Shares
of the Fund will be issued at the net asset value next determined after receipt
of telephone instructions. Generally, payments for telephone orders must be
received by the ^ Fund within three business days or the transaction may be ^
canceled. In the event of such cancellation, the purchaser will be held
responsible for any loss resulting from a decline in the value of the shares. In
order to avoid such losses, purchasers should send payments for telephone
purchases by overnight courier or bank wire. ^ INVESCO has agreed to indemnify
the ^ Fund for any losses resulting from the cancellation of telephone
purchases.

If your check does not clear, or if a telephone purchase must be ^
canceled due to nonpayment, you will be responsible for any related loss the
Fund or ^ INVESCO incurs. If you are already a shareholder in the INVESCO funds,
the Fund has the option to redeem shares from any identically registered account
in the Fund or any other INVESCO fund as reimbursement for any loss incurred.
You also may be prohibited or restricted from making future purchases in any of
the INVESCO funds.

The Fund shares you order will not begin earning dividends or other
distributions until your payment can be converted into available federal funds
under regular banking procedures or, if you are acquiring shares in an exchange
from another INVESCO fund, the Fund receives the proceeds of the exchange.
Checks normally are converted into federal funds (moneys held on deposit within
the Federal Reserve System) within two or three business days after they have
been received by ^ INVESCO, although this period may be longer for checks drawn
on banks that are not members of the Federal Reserve System.

Persons who invest in the Fund through a securities broker may be charged
a commission or transaction fee by the broker for the handling of the
transaction if the broker so elects. Any investor may deal directly with the
Fund in any transaction. In that event, there is no such charge. ^ IDI or
INVESCO may from time to time make payments from ^ their revenues to securities
dealers and other financial institutions that provide distribution-related
and/or administrative services for the Fund.

The Fund reserves the right in its sole discretion to reject any order for
purchase of its shares (including purchases by exchange) when, in the judgment
of Fund Management, such rejection is in the best interest of the Fund.

<PAGE>

collected), less all liabilities (including accrued expenses), by the
number of outstanding shares of the Fund. If market quotations are not readily
available, a security will be valued at fair value as determined in good faith
by the board of trustees. Debt securities with remaining maturities of 60 days
or less at the time of purchase will be valued at amortized cost, absent unusual
circumstances, so long as the Trust's board of trustees believes that such value
represents fair value.

Under certain circumstances, the Fund may offer its shares, in lieu of
cash payment, for securities to be purchased by the Fund. Such a transaction can
benefit the Fund by allowing it to acquire securities for its portfolio without
paying brokerage commissions. For the same reason, the transaction also may be
beneficial to the party exchanging the securities. The Fund shall not enter into
such transactions, however, unless the securities to be exchanged for Fund
shares are readily marketable and not restricted as to transfer either by law or
liquidity of the market, comply with the investment policies and objectives of
the Fund, are of the type and quality which would normally be purchased for the
Fund's portfolio, are acquired for investment and not for resale, have a value
which is readily ascertainable as evidenced by a listing on the American Stock
Exchange, the New York Stock Exchange or NASDAQ, and are securities which the
Fund would otherwise purchase on the open market. The value of Fund shares used
to purchase portfolio securities as stated herein will be the net asset value as
of the effective time and date of the exchange. The securities to be received by
the Fund will be valued in accordance with the same procedure used in valuing
the Fund's portfolio securities. Any investor wishing to acquire shares of the
Fund in exchange for securities should contact either the president or the
secretary of the Trust at the address or telephone number shown on the back
cover ^ of this Prospectus.

Distribution Expenses. The Fund is authorized under a Plan and Agreement
of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Plan") to use its assets to finance certain activities relating to the
distribution of its shares to investors. The Plan applies to New Assets (new
sales of shares, exchanges into the Fund and reinvestments of dividends and
capital gain distributions) of the Fund after November 1, 1997. Under the Plan,
monthly payments may be made by the Fund to IDI to permit IDI, at its
discretion, to engage in certain activities^ and provide certain services
approved by the board of trustees of the Trust in connection with the
distribution of the Fund's shares to investors. These activities and services
may include the payment of compensation (including incentive compensation and/or
continuing compensation based on the amount of customer assets maintained in the
Fund) to securities dealers and other financial institutions and organizations,
which may include INVESCO- and IDI-affiliated companies, to obtain various
distribution-related and/or administrative services for the Fund. Such services

<PAGE>

may include, among other things, processing new shareholder account
applications, preparing and transmitting to the Fund's transfer agent computer ^
processable tapes of all transactions by customers, and serving as the primary
source of information to customers in answering questions concerning the Fund
and their transactions with the Fund.

In addition, other permissible activities and services include
advertising, ^ preparation, printing and distribution of sales literature,
printing and distribution of prospectuses to prospective investors, and such
other services and promotional activities for the Fund as may from time to time
be agreed upon by the Trust and ^ its board of trustees, including public
relations efforts and marketing programs to communicate with investors and
prospective investors. These services and activities may be conducted by the
staff of INVESCO, IDI or ^ their affiliates or by third parties.

Under the Plan, the ^ Fund's payments to IDI ^ are limited to an amount
computed at an annual rate of 0.25% of the Fund's ^ New Assets. IDI is not
entitled to payment for overhead expenses under the Plan, but may be paid for
all or a portion of the compensation paid for salaries and other employee
benefits for the personnel of ^ INVESCO or IDI whose primary responsibilities
involve marketing shares of the INVESCO ^ mutual funds, including the Fund.
Payment amounts by the Fund under the Plan, for any month, may be made to
compensate IDI for permissible activities engaged in and services provided by
IDI during the rolling 12-month period in which that month falls. Therefore, any
obligations incurred by IDI in excess of the limitations described above will
not be paid by the Fund ^ and will be borne by IDI. In addition, IDI and its
affiliates may from time to time make additional payments from ^ their revenues
to securities dealers ^, financial advisers and financial institutions that
provide distribution-related and/or administrative services for the Fund. No
further payments will be made by the Fund under the Plan in the event of ^ the
Plan's termination. ^ Payments made by the Fund may not be used to finance
directly the distribution of shares of any other Fund of the Trust or other
mutual fund advised by ^ INVESCO and distributed by IDI. However, payments
received by IDI which are not used to finance the distribution of shares of the
Fund become part of IDI's revenues and may be used by IDI for activities that
promote distribution of any of the mutual funds advised by INVESCO. Subject to
review by the Trust's trustees, payments ^ made by the Fund under the Plan for
compensation of marketing personnel, as noted above, are based on an allocation
formula designed to ensure that all such payments are appropriate. IDI will bear
any distribution- and service-related expenses in excess of the amounts which
are compensated pursuant to the Plan. The Plan also authorizes any financing of
distribution which may result from ^ INVESCO's or IDI's use of fees received
from the Fund for services rendered by INVESCO, provided that such fees are
legitimate and not excessive. For more information ^ see "How Shares Can Be
Purchased - Distribution Plan" in the Statement of Additional Information.

<PAGE>

SERVICES PROVIDED BY THE ^ FUND

Shareholder Accounts. ^ INVESCO maintains a share account that reflects
the current holdings of each shareholder. A separate account will be maintained
for a shareholder for each fund in which the shareholder invests. As a business
trust, the Trust does not issue share certificates. Each shareholder is sent a
detailed confirmation of each transaction in shares of the ^ Fund. Shareholders
whose only transactions are through the EasiVest, direct payroll purchase,
automatic monthly exchange or periodic withdrawal programs, or are reinvestments
of dividends or capital gains in the same or another fund, will receive
confirmations of those transactions on their quarterly statements. These
programs are discussed below. For information regarding a shareholder's account
and transactions, the shareholder may call ^ INVESCO by using the telephone
number on the back cover of this Prospectus.

Reinvestment of Distributions. Dividends and other distributions are
automatically reinvested in additional shares of the Fund at the net asset value
per share of the Fund in effect on the ex-dividend or ex-distribution date. A
shareholder may, however, elect to reinvest dividends and other distributions in
certain of the other no-load mutual funds advised by ^ INVESCO and distributed
by IDI, or to receive payment of all dividends and other distributions in excess
of $10.00 by check by giving written notice to ^ INVESCO at least two weeks
prior to the record date on which the change is to take effect. Further
information concerning these options can be obtained by contacting ^ INVESCO.

Periodic Withdrawal Plan. A Periodic Withdrawal Plan is available to
shareholders who own or purchase shares of any mutual funds advised by ^ INVESCO
having a total value of $10,000 or more; provided, however, that at the time the
Plan is established, the shareholder owns shares having a value of at least
$5,000 in the fund from which the withdrawals will be made. Under the Periodic
Withdrawal Plan, ^ INVESCO, as agent, will make specified monthly or quarterly
payments of any amount selected (minimum payment of $100) to the party
designated by the shareholder. Notice of all changes concerning the Periodic
Withdrawal Plan must be received by ^ INVESCO at least two weeks prior to the
next scheduled check. Further information regarding the Periodic Withdrawal Plan
and its requirements and tax consequences can be obtained by contacting ^
INVESCO.

<PAGE>

Inc., INVESCO Emerging Opportunity Funds, Inc.^, INVESCO Growth Funds, Inc.,
INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO
Money Market Funds, Inc., INVESCO ^ Sector Funds, Inc. (formerly, INVESCO
Strategic Portfolios, Inc.), INVESCO Specialty Funds, Inc., INVESCO ^ Stock
Funds, Inc. (formerly, INVESCO Equity Funds, Inc.) and INVESCO Tax-Free Income
Funds, Inc.

An exchange involves the redemption of shares in the Fund and investment
of the redemption proceeds in shares of another fund of the Trust or in shares
of one of the funds listed above. Exchanges will be made at the net asset value
per share next determined after receipt of an exchange request in proper order.
Any gain or loss realized on such an exchange is recognizable for federal income
tax purposes by the shareholder. Exchange requests may be made either by
telephone or by written request to ^ INVESCO, using the telephone number or
address on the back cover of this Prospectus. Exchanges made by telephone must
be in the amount of at least $250, if the exchange is being made into an
existing account of one of the INVESCO funds. All exchanges that establish a new
account must meet the fund's applicable minimum initial investment requirements.
Written exchange requests into an existing account have no minimum requirements
other than the ^ Fund's applicable minimum subsequent investment requirements.

The option to exchange Fund shares by telephone is available to
shareholders automatically unless expressly declined. By signing the new account
Application or a Telephone Transaction Authorization Form or otherwise utilizing
the telephone exchange option, the investor has agreed that the Fund will not be
liable for following instructions communicated by telephone that it reasonably
believes to be genuine. The Fund employs procedures, which it believes are
reasonable, designed to confirm that exchange transactions are genuine. These
may include recording telephone instructions and providing written confirmations
of exchange transactions. As a result of this policy, the investor may bear the
risk of any loss due to unauthorized or fraudulent instructions; provided,
however, that if the Fund fails to follow these or other reasonable procedures,
the Fund may be liable.

In order to prevent abuse of this policy to the disadvantage of other
shareholders, the Fund reserves the right to temporarily or permanently
terminate the exchange option of any shareholder who requests more than four
exchanges in a year, or at any time the Fund determines the actions of the
shareholder are detrimental to Fund performance and shareholders. The Fund will
determine whether to do so based on a consideration of both the number of
exchanges any particular shareholder or group of shareholders has requested and
the time period over which those exchange requests have been made, together with
the level of expense to the Fund which will result from effecting additional
exchange requests. The exchange policy also may be modified or terminated at any
time. Except ^ in unusual circumstances where redemptions of the exchanged
security are suspended under Section 22(e) of the 1940 Act, or where sales of

<PAGE>

the fund into which the shareholder is exchanging are temporarily ^
suspended, notice of all such modifications ^ to the policy or terminations that
would affect all Fund shareholders will be given at least 60 days prior to the ^
effective date of the ^ change in policy.

Before making an exchange, the shareholder should review the prospectuses
of the funds involved and consider their differences. Shareholders interested in
exercising the exchange option may contact ^ INVESCO for information concerning
their particular exchanges.

Automatic Monthly Exchange. Shareholders who have accounts in any one or
more of the mutual funds distributed by IDI may arrange for a fixed dollar
amount of their fund shares to be automatically exchanged for shares of any
other INVESCO mutual fund listed under "Exchange Policy" on a monthly basis,
subject to the Fund's minimum initial investment or subsequent investment
requirements. This automatic exchange program can be changed by the shareholder
at any time by notifying ^ INVESCO at least two weeks prior to the date the
change is to be made. Further information regarding this service can be obtained
by contacting ^ INVESCO.

EasiVest. For shareholders who want to maintain a schedule of monthly
investments, EasiVest uses various methods to draw a preauthorized amount from
the shareholder's bank account to purchase Fund shares. This automatic
investment program can be changed by the shareholder at any time by ^ contacting
INVESCO at least two weeks prior to the date the change is to be made. Further
information regarding this service can be obtained by contacting ^ INVESCO.

Direct Payroll Purchase. Shareholders may elect to have their employers
make automatic purchases of Fund shares for them by deducting a specified amount
from their regular paychecks. This automatic investment program can be modified
or terminated at any time by the shareholder by notifying the employer. Further
information regarding this service can be obtained by contacting ^ INVESCO.

Tax-Deferred Retirement Plans. Shares of the Fund may be purchased for
self-employed individual retirement plans, various IRAs, simplified employee
pension plans and corporate retirement plans. In addition, shares can be used to
fund tax qualified plans established under Section 403(b) of the Internal
Revenue Code by educational institutions, including public school systems and
private schools, and certain kinds of non-profit organizations, which provide
deferred compensation arrangements for their employees.

<PAGE>

required services at competitive rates. Retirement plans (other than IRAs)
receive monthly statements reflecting all transactions in their Fund accounts.
IRAs receive the confirmations and quarterly statements described under
"Shareholder Accounts." For complete information, including prototype forms and
service charges, call ^ INVESCO at the telephone number listed on the back cover
of this Prospectus or send a written request to: Retirement Services, INVESCO
Funds Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706.

HOW TO REDEEM SHARES

Shares of the Fund may be redeemed at any time at their current net asset
value next determined after a request in proper form is received at the ^ Fund's
office. (See "How Shares Can Be Purchased.") Net asset value per share of the
Fund at the time of the redemption may be more or less than the price originally
paid to purchase shares, depending primarily upon the Fund's investment
performance.

In order to redeem shares, a written redemption request signed by each
registered owner of the account may be submitted to ^ INVESCO at the address
noted above. Redemption requests sent by overnight courier, including Express
Mail, should be sent to the street address, not ^ post office box, of INVESCO ^
at 7800 E. Union Avenue, Denver, CO 80237. If shares are held in the name of a
corporation, additional documentation may be necessary. Call or write for
specific information. If payment for the redeemed shares is to be made to
someone other than the registered owner(s), the signature(s) must be guaranteed
by a financial institution which qualifies as an eligible guarantor institution.
Redemption procedures with respect to accounts registered in the names of
broker-dealers may differ from those applicable to other shareholders.

Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each fund in which they invest.

Payment of redemption proceeds will be mailed within seven days following
receipt of the required documents. However, payment may be postponed under
unusual circumstances, such as when normal trading is not taking place on the
New York Stock Exchange or when an emergency as defined by the Securities and
Exchange Commission exists. If the shares to be redeemed were purchased by check
and that check has not yet cleared, payment will be made promptly upon clearance
of the purchase check (which will take up to 15 days).

If a shareholder participates in EasiVest, the Fund's automatic monthly
investment program, and redeems all of the shares in a Fund account, ^ INVESCO
will terminate any further EasiVest purchases unless otherwise instructed by the
shareholder.

<PAGE>

Because of the high relative costs of handling small accounts, should the
value of any shareholder's account fall below $250 as a result of shareholder
action, the ^ Fund reserves the right to effect the involuntary redemption of
all shares in such account, in which case the account would be liquidated and
the proceeds forwarded to the shareholder. Prior to any such redemption, a
shareholder will be notified and given 60 days to increase the value of the
account to $250 or more.

Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request expedited redemption of shares having a minimum value
of $250 (or redemption of all shares if their value is less than $250), held in
accounts maintained in their name by telephoning redemption instructions to ^
INVESCO, using the telephone number on the back cover of this Prospectus.

^ At the shareholder's option, the redemption proceeds either will be
mailed to the address listed for the shareholder's Fund account, or wired
(minimum of $1,000) or mailed to the bank which the shareholder has designated
to receive the proceeds of telephone redemptions. Unless INVESCO permits a
larger redemption request to be placed by telephone, a shareholder may not place
a redemption request by telephone in excess of $25,000. These telephone
redemption privileges may be modified or terminated in the future at the
discretion of INVESCO. For ITC-sponsored federal income tax-deferred retirement
plans, the term "shareholders" is defined to mean plan trustees that file a
written request to be able to redeem Fund shares by telephone. ^ Shareholders
should understand that while the Fund will attempt to process all telephone
redemption requests on an expedited basis, there may be times, particularly in
periods of severe economic or market disruption, when (a) they may encounter
difficulty in placing a telephone redemption request, and (b) processing
telephone redemptions will require up to seven days following receipt of the
redemption request, or additional time because of the unusual circumstances set
forth above.

^ Redeeming Fund shares by telephone is available to shareholders
automatically unless expressly declined. By signing a new account Application ^,
a Telephone Transaction Authorization Form or otherwise utilizing ^ telephone
redemption option privileges, the shareholder has agreed that the Fund will not
be liable for following instructions communicated by telephone that it
reasonably believes to be genuine. The Fund employs procedures, which it
believes are reasonable, designed to confirm that telephone instructions are
genuine. These may include recording telephone instructions and providing
written confirmation of transactions initiated by telephone. As a result of this
policy, the investor may bear the risk of any loss due to unauthorized or
fraudulent instructions; provided, however, that if the Fund fails to follow its
established procedures, the Fund may be liable.

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS

<PAGE>

shareholders allows the Fund to maintain its tax status as a regulated
investment company. ^ The Fund does not expect to pay any federal income or
excise taxes because of its tax status as a regulated investment company.

Shareholders^ must include all dividends and other distributions ^ as
taxable income for federal, state and local income tax purposes, unless they are
exempt from income taxes. Dividends and other distributions are taxable whether
they are received in cash or automatically reinvested in shares of the Fund or
another fund in the INVESCO group.

Net realized capital gains of the Fund are classified as short-term and
long-term gains depending upon how long the Fund held the security that gave
rise to the gains. Short-term capital gains are included in income from
dividends and interest as ordinary income and are taxed at the taxpayer's
marginal tax rate. ^ During 1997, the Taxpayer Relief Act ^ established a new
maximum capital gains tax rate of 20%. Depending on the holding period of the
asset giving rise to the gain, a capital gain was taxable at a maximum rate of
either 20% or 28%. Beginning January 1, 1998, all long-term gains realized on
the sale of securities held for more than ^ 12 months will be taxable at a
maximum rate of 20%. In addition, legislation signed in October 1998 provides
that all capital gain distributions from a mutual fund paid to shareholders
during 1998 will be taxed at a maximum rate of 20%. Accordingly, all capital
gain distributions paid in 1998 will be taxable at a maximum rate of 20%. At the
end of each year, information regarding the tax status of dividends and other
distributions is provided to shareholders. Shareholders should consult their tax
advisers as to the effect of ^ distributions by the Fund ^.

Shareholders ^ may realize capital gains or losses when they sell their
Fund shares at more or less than the price originally paid. Capital gain on
shares held for more than one year will be long-term capital gain, in which
event it will be subject to federal income tax at the rates indicated above.

The Fund may be subject to withholding of foreign taxes on dividends or
interest ^ it receives on foreign securities. Foreign taxes withheld will be
treated as an expense of the Fund.

Individuals and certain other non-corporate shareholders may be subject to
backup withholding of 31% on dividends, capital gain and other distributions and
redemption proceeds. ^ Shareholders can avoid backup withholding on ^ their Fund
account by ensuring that ^ INVESCO has a correct, certified tax identification
number, unless a shareholder is subject to backup withholding for other
reasons.^

<PAGE>

^ Shareholders should consult a tax adviser with respect to these matters.
For further information see "Dividends, Other Distributions ^ And Taxes" in the
Statement of Additional Information.

Dividends and Other Distributions. The Fund earns ordinary or net
investment income in the form of interest and dividends on its investments.
Dividends paid by the Fund will be based solely on ^ net investment income
earned by it. The Fund's policy is to distribute substantially all of this
income, less ^ expenses, to shareholders. Dividends from net investment income
are declared daily and paid monthly at the discretion of the Trust's ^ board of
^ trustees. Dividends are automatically reinvested in additional shares of the
Fund at the net asset value on the payable date unless otherwise requested.

In addition, the Fund realizes capital gains and losses when it sells
securities or derivatives for more or less than it paid. If total gains on sales
exceed total losses (including losses carried forward from previous years), the
Fund has a net realized capital gain. Net realized capital gains, if any,
together with gains^ realized on foreign currency transactions, if any, are
distributed to shareholders at least annually, usually in December. Capital gain
distributions are automatically reinvested in additional shares of the Fund at
the net asset value on the payable date unless otherwise requested.

Dividends and other distributions are paid to ^ shareholders on the record
date of distribution, regardless of how long the Fund shares have been held by
the shareholder. The Fund's share price will then drop by the amount of the
distribution on the ex-dividend or ex-distribution date. If a shareholder
purchases shares immediately prior to the distribution, the shareholder will, in
effect, have "bought" the distribution by paying the full purchase price, a
portion of which is then returned in the form of a taxable distribution.

ADDITIONAL INFORMATION

Voting Rights. All shares of the ^ Fund have equal voting rights^ based on
one vote for each share owned and a corresponding fractional vote for each
fractional share owned. Voting with respect to certain matters, such as
ratification of independent accountants and the election of trustees, will be by
all funds of the Trust voting together. In other cases, such as voting upon the
investment advisory contract for the individual funds, voting is on a
fund-by-fund basis. To the extent permitted by law, when not all funds are
affected by a matter to be voted upon, only shareholders of the fund or funds
affected by the matter will be entitled to vote thereon. The Trust is not
generally required, and does not expect, to hold regular annual meetings of
shareholders. However, the board of trustees will call such special meetings of
shareholders for the purpose, among other reasons, of voting the question of
removal of a trustee or trustees when requested to do so in writing by the

<PAGE>

holders of 10% or more of the outstanding shares of the ^ Fund or as may be
required by applicable law or the Trust's Declaration of Trust, and the Trust
will assist shareholders in communicating with other shareholders as required by
the 1940 Act. Trustees may be removed by action of the holders of two-thirds of
the outstanding shares of the Trust.

Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Trust at the telephone number or mailing address set forth on the cover
page of this Prospectus.

Transfer and Dividend Disbursing Agent. INVESCO ^, 7800 E. Union Avenue,
Denver, Colorado 80237, acts as registrar, transfer agent and dividend
disbursing agent for the Fund pursuant to a Transfer Agency Agreement which
provides that the Fund will pay an annual fee of $26.00 per shareholder account
or where applicable, per participant in an omnibus account. The transfer agency
fee is not charged to each shareholder's or participant's account but is an
expense of the Fund to be paid from the Fund's assets. Registered
broker-dealers, third party administrators of tax-qualified retirement plans and
other entities, including affiliates of ^ INVESCO, may provide sub-transfer
agency or recordkeeping services to the Fund which reduce or eliminate the need
for identical services to be provided on behalf of the Fund by ^ INVESCO. In
such cases, ^ INVESCO may pay the third party an annual sub-transfer agency or
recordkeeping fee out of the transfer agency fee which is paid to ^ INVESCO by
the Fund.

<PAGE>

INVESCO VALUE TRUST

INVESCO Intermediate
Government Bond Fund

PROSPECTUS
January 1, ^ 1999

INVESCO ^ FUNDS

INVESCO Distributors, ^ Inc.(SM)
Distributor

Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, visit one of our
convenient Investor Centers:

Cherry Creek
155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue
Lobby Level

In addition, all documents You should know what
filed by the Trust with the INVESCO knows.(TM)
Securities and Exchange
Commission ^ can be located on INVESCO Funds
a web site ^ maintained by the
Commission at
http://www.sec.gov.
`

<PAGE>

PROSPECTUS
January 1, ^ 1999

INVESCO Value Equity Fund

The INVESCO Value Equity Fund (the "Fund") seeks to achieve a high total
return on investment through capital appreciation and current income by
investing substantially all of its assets in common stocks and, to a lesser
degree, securities convertible into common stock. Such securities generally will
be issued by companies that are listed on a national securities exchange and
which usually pay regular dividends. This Fund's investments may consist in part
of securities which may be deemed to be speculative. (See "Investment Objective
^ And Policies.")

The Fund is a series of INVESCO Value Trust (the "Trust"), ^ a
diversified, managed no-load mutual fund consisting of three separate portfolios
of investments. This Prospectus relates to shares of the INVESCO Value Equity
Fund. Separate prospectuses are available upon request from INVESCO
Distributors, Inc. for the Trust's other two funds, INVESCO Intermediate
Government Bond Fund and INVESCO Total Return Fund. Investors may purchase
shares of any or all ^ Funds. Additional funds may be offered in the future.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION ^, NOR HAS THE SECURITIES AND EXCHANGE ^ COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL
INSTITUTION. THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

----------

<PAGE>

TABLE OF CONTENTS

Page
----
ANNUAL FUND EXPENSES 34

FINANCIAL HIGHLIGHTS 36

^ PERFORMANCE DATA 38

INVESTMENT OBJECTIVE AND POLICIES 38

RISK FACTORS 39

THE ^ FUND AND ITS MANAGEMENT 44

HOW SHARES CAN BE PURCHASED 47

SERVICES PROVIDED BY THE ^ FUND 51

HOW TO REDEEM SHARES 54

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS 56

ADDITIONAL INFORMATION 57

<PAGE>

ANNUAL FUND EXPENSES

The Fund is ^ no-load; there are no fees to purchase, exchange or redeem
shares. The Fund^ is authorized to pay a Rule 12b-1 distribution fee of up to
one quarter of one percent of the Fund's average net assets each year. The 12b-1
fee is assessed against all shares, but only with respect to new sales of
shares, exchanges into the Fund and reinvestments of dividends and capital gain
distributions occurring on or after November 1, 1997 ("New Assets"). Lower
expenses benefit Fund shareholders by increasing the Fund's total return. (See
"How Shares Can Be Purchased.")

Annual operating expenses are calculated as a percentage of the Fund's
average annual net assets. To keep expenses competitive, INVESCO Funds Group,
Inc. ("INVESCO"), the Fund's investment adviser, voluntarily reimburses the Fund
for certain expenses in excess of 1.25% (excluding excess amounts that have been
offset by the expense offset arrangements described below), of the Fund's
average net assets.

Shareholder Transaction Expenses
Sales load "charge" on purchases None
Sales load "charge" on reinvested dividends None
Redemption fees None
Exchange fees None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fee 0.75%
12b-1 Fees(1) 0.25%
Other Expenses ^(2) 0.26%
Transfer Agency ^ Fee(3) 0.22%
General Services, Administrative
Services, Registration, ^ Postage(2)(4) 0.04%
Total Fund Operating ^ Expenses(1)(2)(5) 1.25%

(1) 12b-1 fees for the period ^ November 1, 1997 through August 31, 1998
were 0.13%.

^(2) Certain Fund expenses are being voluntarily absorbed by INVESCO to
ensure that the Fund's annualized total operating expenses do not exceed 1.25%
of the Fund's averate net assets. Ratio reflects total expenses before any
expense offset arrangements less absorbed expenses by INVESCO. In the absence of
such voluntary expense limitation, the Fund's "Other Expenses" and "Total Fund
Operating Expenses" would have been 0.31% and 1.31%, respectively, based on the
Fund's actual expenses for the fiscal year ended August 31, 1998.

(3) Consists of the transfer agency fee described under "Additional
Information - Transfer and Dividend Disbursing Agent."

<PAGE>

^(4) Includes, but is not limited to, fees and expenses of trustees,
custodian bank, legal counsel and independent accountants, securities pricing
services, costs of administrative services furnished under an Administrative
Services Agreement, costs of registration of Fund shares under applicable laws,
and costs of printing and distributing reports to shareholders.

^(5) It should be noted that the Fund's actual total operating expenses
were lower than the figures shown because the Fund's custodian fees and transfer
agent fees were reduced under expense offset arrangements. However, as a result
of an SEC requirement ^, the figures shown above do not reflect these
reductions. In comparing expenses for different years, please note that the ^
Ratio of Expenses to Average Net Assets shown under "Financial Highlights" do
reflect reductions for periods prior to the fiscal year ended August 31, 1996.
(See "The ^ Fund And Its Management.")

Example

A shareholder would pay the following expenses on a $1,000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
^ $13 $40 $70 $153

The purpose of the foregoing table and Example is to assist investors in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. Such expenses are paid from the Fund's assets. (See
"The ^ Fund And Its Management.") The above figures for INVESCO Value Equity
Fund are based on fiscal year-end information. The Fund charges no sales load,
redemption fee or exchange fee. THE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. The assumed 5% annual return is hypothetical and should
not be considered a representation of past or future annual returns, which may
be greater or less than the assumed amount.

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

Period
Ended
Year Ended August 31 August 31 Year Ended December 31
------------------------------------------ --------- -----------------------------------------

1998 1997 1996 1995 1994 1993^ 1992 1991 1990 1989 1988 ^
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

PER SHARE DATA
Net Asset Value -

Beginning of Period $28.30 $22.24 $19.53 $18.12 $17.79 $16.91 $16.57 $13.88 $15.30 $13.72 $12.40 ^

------------------------------------------ -------- ------------------------------------------
INCOME FROM INVESTMENT
OPERATIONS

Net Investment Income 0.26 0.35 0.35 0.39 0.36 0.24 0.36 0.40 0.44 0.48 0.37 ^
Net Gains (or Losses)

on Securities
(Both Realized

and Unrealized) (0.43) 6.62 3.09 2.58 1.20 0.88 0.45 4.54 (1.33) 2.42 1.62 ^

------------------------------------------ -------- ------------------------------------------
Total from Investment

Operations (0.17) 6.97 3.44 2.97 1.56 1.12 0.81 4.94 (0.89) 2.90 1.99 ^

------------------------------------------ -------- ------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net

Investment Income 0.26 0.35 0.35 0.39 0.31 0.24 0.34 0.40 0.47 0.49 0.36 ^
In Excess of Net
Investment Income 0.00 0.00 0.00 0.00 0.04 ^ 0.00 0.00 0.00 0.00 0.00 0.00

<PAGE>

Distributions from

Capital Gains 2.19 0.56 0.38 1.17 0.88 0.00 0.13 1.85 0.06 0.83 0.31 ^

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

Total Distributions 2.45 0.91 0.73 1.56 1.23 0.24 0.47 2.25 0.53 1.32 0.67 ^

------------------------------------------ -------- ------------------------------------------
Net Asset Value -

End of Period $25.68 $28.30 $22.24 $19.53 $18.12 $17.79 $16.91 $16.57 $13.88 $15.30 $13.72 ^

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

TOTAL RETURN (1.06)% 32.04% 17.77% 17.84% 9.09% 6.65%* 4.98% 35.84% (5.80%) 21.34% 16.89% ^

RATIOS
Net Assets - End of
Period

($000 Omitted) $349,984 $369,766 $200,046 $153,171 $111,850 $81,914 $78,609 $39,741 $29,825 $36,592$27,434 ^
Ratio of Expenses

to Average

Net Assets# 1.15%@ 1.04%@ 1.01%@ 0.97% 1.01% 1.00%~ 0.91% 0.98% 1.00% 1.00% 1.00% ^
Ratio of Net

Investment Income
to Average

Net Assets# 0.86% 1.35% 1.64% 2.17% 1.80% 2.07%~ 2.19% 2.39% 3.00% 3.29% 3.48% ^
Portfolio Turnover
Rate 48% 37% 27% 34% 53% 35%* 37% 64% 23% 30% 16%
^
</TABLE>

^ From January 1, 1993 to August 31, 1993.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

# Various expenses of the Fund were voluntarily absorbed by ^ INVESCO for the
years ended August 31, 1998 and December 31, 1990, 1989^ and 1988 ^. If such
expenses had not been voluntarily absorbed, ratio of expenses to average net
assets would have been 1.19%, 1.04%, 1.09%^ and 1.19% ^, respectively, and ratio
of net investment income to average net assets would have been 0.82%, 2.96%,
3.20%^ and 3.29% ^, respectively.

@ Ratio is based on Total Expenses of the Fund, less expenses absorbed by
investment adviser, which is before any expense offset arrangements.

~ Annualized

<PAGE>

^ PERFORMANCE DATA

In conjunction with performance reports and/or analyses of shareholder
service for the Fund, comparative data between the Fund's performance for a
given period and the performance of recognized bond indices and indices of
investment results for the same period and/or assessments of the quality of
shareholder service may be provided to shareholders. Such indices include
indices provided by Dow Jones & Company, Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P"), Lipper Analytical Services, Inc., Lehman
Brothers, National Association of Securities Dealers Automated Quotations, Frank
Russell Company, Value Line Investment Survey, the American Stock Exchange,
Morgan Stanley Capital International, Wilshire Associates, the Financial Times
Stock Exchange, the New York Stock Exchange, the Nikkei Stock Average and the
Deutcher Aktienindex, all of which are unmanaged market indicators. In addition,
rankings, ratings and comparisons of investment performance and/or assessments
of the quality of shareholder service appearing in publications such as Money,
Forbes, Kiplinger's Personal Finance, Morningstar and similar sources which
utilize information compiled (i) internally; (ii) by Lipper Analytical Services,
Inc.; or (iii) by other recognized analytical services, may be used in
advertising. The Lipper Analytical Services, Inc. mutual fund rankings and
comparisons, which may be used by the Fund in performance reports, will be drawn
from the "Growth and Income Funds" Lipper mutual fund groupings, in addition to
the broad-based Lipper general fund grouping.

INVESTMENT OBJECTIVE AND POLICIES

^ The investment objective of the Value Equity Fund is to seek a high
total return on investment through capital appreciation and current income.
Funds having an investment objective of seeking a high total return may be
limited in their ability to obtain their objective by the limitations on the
types of securities in which they may invest. No assurance can be given that the
Fund will be able to achieve its investment objective.

<PAGE>

Substantially all of the Fund's assets will be invested in common stocks
and, to a lesser extent, securities convertible into common stocks
(collectively, "equity securities"). Such securities generally will be issued by
companies which are listed on a national securities exchange, such as the New
York Stock Exchange, and which usually pay regular dividends, although the Fund
also may invest in securities traded on regional stock exchanges or on the
over-the-counter market. During normal market conditions, at least 65% of the
Fund's investments will consist of equity securities. The Trust has not
established any minimum investment standards such as an issuer's asset level,
earnings history, type of industry, dividend payment history, etc. with respect
to the Fund's investments in common stocks, although in selecting common stocks
for the Fund, the investment adviser and sub-adviser (collectively, "Fund
Management") generally apply an investment discipline which seeks to achieve a
yield higher than the overall equity market. Therefore, because smaller
companies may be subject to more significant losses as well as have the
potential for more substantial growth than larger, more established companies,
investors in the Fund should consider that the Fund's investments may consist in
part of securities which may be deemed to be speculative. When market or
economic conditions indicate, in the judgment of Fund Management, that a
defensive investment stance should be assumed, all or part of the assets of the
Fund may be invested temporarily in other securities consisting of high quality
(rated AA or above by S&P or Aa by Moody's Investors Service, Inc.) corporate
preferred stocks, bonds, debentures or other evidences of indebtedness, and in
obligations issued or guaranteed by the United States or any instrumentality
thereof, or held in cash.

The investment objective of the Fund and its investment policies, where
indicated, are fundamental policies and thus may not be changed without prior
approval by the holders of a majority of the outstanding voting securities of
the Fund, as defined in the Investment Company Act of 1940 (the "1940 Act"). In
addition, the Trust and this Fund are subject to certain investment restrictions
which are ^ identified in the Statement of Additional Information and which also
may not be altered without approval of the Fund's shareholders. One of those
restrictions limits the Fund's borrowing of money to borrowings from banks for
temporary or emergency purposes (but not for leveraging or investment) in an
amount not exceeding 33 1/3% of the value of the Fund's total assets.

RISK FACTORS

Investors should consider the special factors associated with the policies
discussed below in determining the appropriateness of an investment in the
INVESCO Value Equity Fund. The Fund's policies regarding investments in foreign
securities and foreign currencies are not fundamental and may be changed by vote
of the Trust's board of trustees.

<PAGE>

Year 2000 Computer Issue. Due to the fact that many computer systems in use
today cannot recognize the Year 2000, but will, unless corrected, revert to 1900
or 1980 or cease to function at that time, the markets for securities in which
the Fund invests may be detrimentally affected by computer failures affecting
portfolio investments or trading of securities beginning January 1, 2000.
Improperly functioning trading systems may result in settlement problems and
liquidity issues. In addition, corporate and governmental data processing errors
may result in production issues for individual companies and overall economic
uncertainties. Earnings of individual issuers may be affected by remediation
costs, which may be substantial. The Fund's investments may be adversely
affected.

Foreign Securities. The Fund may invest up to 25% of its total assets in
foreign equity or debt securities. Investments in securities of foreign
companies and in foreign markets involve certain additional risks not associated
with investments in domestic companies and markets, including the risks of
fluctuations in foreign currency exchange rates and of political or economic
instability, the difficulty of predicting international trade patterns and the
possibility of imposition of exchange controls or currency blockage. In
addition, there may be less information publicly available about a foreign
company than about a domestic company, and there is generally less government
regulation of stock exchanges, brokers and listed companies abroad than in the
United States. Moreover, with respect to certain foreign countries, there may be
a possibility of expropriation or confiscatory taxation. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States.

<PAGE>

that may impact future investment decisions for the Fund. As the Euro is
implemented, there may be changes in the relative strength and value of the U.S.
dollar and other major currencies, as well as possible adverse tax consequences.
The euro transition by EMU countries - present and future - may impact the
fiscal and monetary policies of those participating countries. There may be
increased levels of price competition among business firms within EMU countries
and between businesses in EMU and non-EMU countries. The outcome of these
uncertainties could have unpredictable effects on trade and commerce and result
in increased volatility for all financial markets.

Forward Foreign Currency Contracts. The Fund may enter into contracts to
purchase or sell foreign currencies at a future date ("forward contracts") as a
hedge against fluctuations in foreign exchange rates pending the settlement of
transactions in foreign securities or during the time the Fund holds foreign
securities. A forward contract is an agreement between contracting parties to
exchange an amount of currency at some future time at an agreed upon rate.
Although the Fund has not adopted any limitations on its ability to use forward
contracts as a hedge against fluctuations in foreign exchange rates, it does not
attempt to hedge all of its foreign investment positions and will enter into
forward contracts only to the extent, if any, deemed appropriate by Fund
Management. The Fund will not enter into a forward contract for a term of more
than one year or for purposes of speculation. Investors should be aware that
hedging against a decline in the value of a currency in the foregoing manner
does not eliminate fluctuations in the prices of portfolio securities or prevent
losses if the prices of such securities decline. Furthermore, such hedging
transactions may preclude the opportunity for gain if the value of the hedged
currency should rise. No predictions can be made with respect to whether the
total of such transactions will result in a better or a worse position than had
the Fund not entered into any forward contracts. Forward contracts may from time
to time be considered illiquid, in which case they would be subject to the
Fund's limitation on investing in illiquid securities, discussed below. For
additional information regarding forward ^ contracts, see the Trust's Statement
of Additional Information.

Repurchase Agreements. The Fund may engage in repurchase agreements with
banks, registered broker-dealers and registered government securities dealers
which are deemed creditworthy by Fund Management, under guidelines established
by the board of trustees. A repurchase agreement is a transaction in which the
Fund purchases a security and simultaneously commits to sell the security to the
seller at an agreed upon price and date (usually not more than seven days) after
the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. The Fund's risk is limited to the ability of
the seller to pay the agreed upon amount on the delivery date. However, in the

<PAGE>

event the seller should default, the underlying security constitutes
collateral for the seller's obligations to pay. This collateral will be held by
the custodian for the Fund's assets. In the event of the insolvency of a
counterparty to a repurchase agreement, the Fund could experience delays and
incur costs in realizing on the collateral. To the extent that the proceeds from
a sale upon a default in the obligation to repurchase are less than the
repurchase price, the Fund would suffer a loss. Although the Fund has not
adopted any limit on the amount of its total assets that may be invested in
repurchase agreements, the Fund intends that at no time will the market value of
its securities subject to repurchase agreements exceed 20% of the total assets
of the Fund.

Illiquid Securities. The Fund may invest from time to time in securities
subject to restrictions on disposition under the Securities Act of 1933
("restricted securities"), securities without readily available market
quotations or illiquid securities (those which cannot be sold in the ordinary
course of business within seven days at approximately the valuation given to
them by the Fund). However, on the date of purchase, no such investment may
increase the Fund's holdings of restricted securities to more than 2% of the
value of the Fund's total assets or its holdings of illiquid securities or those
without readily available market quotations to more than 5% of the Fund's total
assets. The Fund is not required to receive registration rights in connection
with the purchase of restricted securities and, in the absence of such rights,
marketability and value can be adversely affected because the Fund may be unable
to dispose of such securities at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, the Fund might have to bear
the expense and incur the delays associated with effecting registration.

Futures and Options. A futures contract is an agreement to buy or sell a
specific amount of a financial instrument or commodity at a particular price on
a particular date. The Fund will use futures contracts only to hedge against
price changes in the value of its current or intended investments in securities.
In the event that an anticipated decrease in the value of portfolio securities
occurs as a result of a general decrease in prices, the adverse effects of such
changes may be offset, at least in part, by gains on the sale of futures
contracts. Conversely, the increased cost of portfolio securities to be
acquired, caused by a general increase in prices, may be offset, at least in
part, by gains on futures contracts purchased by the Fund. Brokerage fees are
paid to trade futures contracts, and the Fund is required to maintain margin
deposits.

<PAGE>

pays a "premium" to the seller, which represents the price of the right to
buy or to sell the underlying instrument. In exchange for the premium, the
seller of the option becomes obligated to effect a transaction in the underlying
future or security, at the strike price, at any time prior to the expiration
date, should the buyer choose to exercise the option. A call option contract
grants the purchaser the right to buy the underlying future or security, at the
strike price, before the expiration date. A put option contract grants the
purchaser the right to sell the underlying future or security, at the strike
price, before the expiration date. Purchases of options on futures contracts may
present less dollar risk in hedging the Fund's portfolio than the purchase and
sale of the underlying futures contracts, since the potential loss is limited to
the amount of the premium plus related transaction costs. The premium paid for
such a put or call option plus any transaction costs will reduce the benefit, if
any, realized by the Fund upon exercise or liquidation of the option, and,
unless the price of the underlying futures contract or security changes
sufficiently, the option may expire without value to the Fund.

Although the Fund will enter into futures contracts and options on futures
contracts and securities solely for hedging or other nonspeculative purposes,
their use does involve certain risks. For example, a lack of correlation between
the value of an instrument underlying an option or futures contract and the
assets being hedged, or unexpected adverse price movements, could render a
Fund's hedging strategy unsuccessful and could result in losses. In addition,
there can be no assurance that a liquid secondary market will exist for any
contract purchased or sold, and the Fund may be required to maintain a position
until exercise or expiration, which could result in losses. Transactions in
futures contracts and options are subject to other risks as well, which are set
forth in greater detail in the Statement of Additional Information and Appendix
B therein.

<PAGE>

action. As a result, while it is anticipated that the Fund's annual
portfolio turnover rate generally will not exceed 100%, under certain market
conditions the portfolio turnover rate for the Fund may exceed 100%. Increased
portfolio turnover would cause the Fund to incur greater brokerage costs than
would otherwise be the case. The Fund's portfolio turnover rates are set forth
under "Financial Highlights" and, along with the Trust's brokerage allocation
policies, are discussed in the Statement of Additional Information.

THE ^ FUND AND ITS MANAGEMENT

The Trust's board of trustees has responsibility for overall supervision
of the Fund, and reviews the services provided by the adviser. Under an
agreement with the Trust, ^ INVESCO Funds Group, Inc. ^("INVESCO"), 7800 E.
Union Avenue, Denver, Colorado, serves as the ^ Fund's investment adviser ^.
Under this agreement, ^ INVESCO is primarily responsible for providing the Fund
with various ^ administrative services and supervises the Fund's daily business
affairs. ^ These services are subject to review by the Trust's board of
trustees.

^ INVESCO has contracted with INVESCO Capital Management, Inc. ("ICM"),
the ^ Fund's investment adviser prior to 1991, for investment sub-advisory and
research services on behalf of the Fund. ICM ^ managed in excess of ^ $__
billion of assets on behalf of tax-exempt accounts (such as pension and
profit-sharing funds for corporations and state and local governments) and
investment companies as of _____________, 1998. ICM, subject to the supervision
of ^ INVESCO, is primarily responsible for selecting and managing the Fund's
investments. Although the Trust is not a party to the sub-advisory agreement,
the agreement has been approved by the shareholders of the Trust. Services
provided by ^ INVESCO and ICM are subject to review by the Trust's board of
trustees. Together, INVESCO and ICM constitute "Fund Management."

<PAGE>

subsidiary of INVESCO PLC and A I M Management Group Inc., that created one
of the largest independent investment management businesses in the world. ^
AMVESCAP PLC had approximately $261 billion in assets under management^ as of
June 30, 1998. INVESCO was established in 1932 and, as of August 31, ^ 1998,
managed 14 mutual funds, consisting of ^ 49 separate portfolios, with combined
assets of approximately ^ $17.1 billion on behalf of ^ 899,439 shareholders.

The following individuals serve as portfolio managers for the Fund and are
primarily responsible for the day-to-day management of the Fund's portfolio of
securities:

Michael C. Harhai Portfolio manager of the Fund since 1993;
portfolio manager for INVESCO Capital
Management, Inc. (1993 to present);
senior vice president and manager, Sovran
Capital Management Corp. (1992 to 1993);
senior vice president and portfolio
manager, C&S/Sovran Capital Management
(1991 to 1992); senior vice president and
portfolio manager, Citizens & Southern
Investment Advisors, Inc. (1984 to 1991);
began investment career in 1972; B.A.,
University of South Florida; M.B.A.,
University of Central Florida; Chartered
Financial Analyst; trustee, Atlanta
Society of Financial Analysts.

Terrence Irrgang Assistant portfolio manager of the Fund
since 1993; portfolio manager for INVESCO
Capital Management, Inc. (1992 to
present); consultant, Towers, Perrin &
Forster & Crosby (1988 to 1992); began
investment career in 1981; B.A.,
Gettysburg College; M.B.A., Temple
University; Chartered Financial Analyst.

The Fund pays INVESCO a monthly fee which is based upon a percentage of
the Fund's average net assets determined daily. The management fee is computed
at the annual rate of ^ 0.75% on the first $500 million of the Fund's average
net assets; 0.65% on the next $500 million of the Fund's average net assets; and
0.50% on the average net assets of the Fund in excess of $1 billion. For the
fiscal year ended August 31, ^ 1998, the advisory fees paid to ^ INVESCO
amounted to 0.75% of the average net assets of the Fund.

<PAGE>

Out of ^ the advisory fee which it receives from the Fund, ^ INVESCO pays
ICM, as the ^ Fund's sub-adviser, a monthly fee ^ based upon the average daily
value of the Fund's net assets. Based upon approval of the Trust's board of
trustees at a meeting held May 14, 1998, the calculation of subadvisory fees of
the Fund has been changed from 33.33% of the advisory fee (0.25% on the first
$500 million of the Fund's average net assets, ^ 0.2167% on the next $500
million of the Fund's average net assets and ^ 0.1667% on the Fund's average net
assets in excess of $1 billion ^) to 40% of the advisory fee (0.30% on the first
$500 million of the ^ Fund's average net assets, ^ 0.26% on the next $500
million of the ^ Fund's average net assets and ^ 0.20% on the ^ Fund's average
net assets in excess of $1 billion). No fee is paid by the Fund to ICM.
^
The Trust also has entered into an Administrative Services Agreement (the
"Administrative Agreement") with ^ INVESCO. Pursuant to the Administrative
Agreement, ^ INVESCO performs certain administrative, recordkeeping and internal
sub-accounting services, including without limitation, maintaining general
ledger and capital stock accounts, preparing a daily trial balance, calculating
net asset value daily and providing selected general ledger reports and
providing sub-accounting and recordkeeping services for Fund shareholder
accounts maintained by certain retirement and employee benefit plans for the
benefit of participants in such plans. For such services, the Fund pays ^
INVESCO a fee consisting of a base fee of $10,000 per year, plus an additional
incremental fee computed at an annual rate ^ of 0.015% per annum of the average
net assets of the Fund.

The management and custodial services provided to the Fund by INVESCO and
the Fund's custodian, and the services provided to shareholders by INVESCO and
IDI, depend on the continued functioning of their computer systems. Many
computer systems in use today cannot recognize the Year 2000, but will revert to
1900 or 1980 or will cease to function due to the manner in which dates were
encoded and are calculated. That failure could have a negative impact on the
handling of the Fund's securities trades, its share pricing and its account
services. The Fund and its service providers have been actively working on
necessary changes to their computer systems to deal with the Year 2000 issue and
expect that their computer systems will be adapted before that date, but there
can be no assurance that they will be successful. Furthermore, services may be
impaired at that time as a result of the interaction of their systems with
noncomplying computer systems of others. INVESCO plans to test as many such
interactions as practicable prior to December 31, 1999 and to develop
contingency plans for reasonably anticipated failures.

The Fund bears those Trust expenses which are accrued daily that are
incurred on its behalf and, in addition, bears a portion of general Trust
expenses allocated based upon the relative net assets of the three Funds of the
Trust. Such expenses are generally deducted from the Fund's total income before
dividends are paid. Total expenses of the Fund, as a percentage of its average
net assets for the fiscal year ended August 31, 1998, including investment
advisory fees (but excluding brokerage commissions), were 1.15%.

<PAGE>

Fund Management places orders for the purchase and sale of portfolio
securities with brokers and dealers based upon Fund Management's evaluation of
the ^ brokers' and dealers' financial responsibility coupled with ^ their
ability to effect transactions at the best available prices. The Trust may place
orders for portfolio transactions with qualified ^ brokers and dealers that
recommend the various funds of the Trust to clients, or act as agent in the
purchase of ^ Fund shares for clients, if Fund Management believes that the
quality of the execution of the transaction and level of commission are
comparable to those available from other qualified brokerage firms. For further
information, see "Investment Practices - ^ Placement of Portfolio Brokerage" in
the Statement of Additional Information.

HOW SHARES CAN BE PURCHASED

INVESCO FUNDS GROUP, INC.
Post Office Box 173706
Denver, Colorado 80217-3706

Purchase orders must specify the Fund in which the investment is to be
made.

<PAGE>

Retirement Account ("IRA"), or through omnibus accounts where individual
shareholder recordkeeping and sub-accounting are not required, may make initial
minimum purchases of $250; (3) Fund Management may permit a lesser amount to be
invested in the Fund under a federal income tax-deferred retirement plan (other
than an IRA), or under a group investment plan qualifying as a sophisticated
investor; and (4) Fund Management reserves the right to increase, reduce or
waive the minimum purchase requirements in its sole discretion where it
determines such action is in the best interests of the Fund. The minimum initial
purchase requirement of $1,000, as described above, does not apply to
shareholder account(s) in any of the INVESCO funds opened prior to January 1,
1993, and thus is not a minimum balance requirement for those existing accounts.
However, for shareholders already having accounts in any of the INVESCO funds,
all initial share purchases in a new fund account, including those made using
the exchange privilege, must meet the fund's applicable minimum investment
requirement.

The purchase of shares in the Fund can be expedited by placing bank wire,
overnight courier or telephone orders. For further information, the purchaser
may call the ^ Fund's office by using the telephone number on the back cover of
this Prospectus. Orders sent by overnight courier, including Express Mail,
should be sent to the street address, not ^ post office box, of INVESCO Funds
Group, Inc., 7800 E. Union Avenue, Denver, Colorado 80237.

Persons who invest in the Fund through a securities broker may be charged a
commission or transaction fee by the broker for the handling of the transaction
if the broker so elects. Any investor may deal directly with the Fund in any
transaction. In that event, there is no such charge. ^ IDI or INVESCO may from
time to time make payments from its revenues to securities dealers and other
financial institutions that provide distribution-related and/or administrative
services for the Fund.

<PAGE>

Net asset value per share is computed once each day that the New York
Stock Exchange is open as of the close of regular trading on that Exchange
(generally 4:00 p.m., New York time) and also may be computed on other days
under certain circumstances. Net asset value per share for the Fund is
calculated by dividing the market value of the Fund's securities plus the value
of its other assets (including dividends and interest accrued but not
collected), less all liabilities (including accrued expenses), by the number of
outstanding shares of the Fund. If market quotations are not readily available,
a security will be valued at fair value as determined in good faith by the board
of trustees. Debt securities with remaining maturities of 60 days or less at the
time of purchase will be valued at amortized cost, absent unusual circumstances,
so long as the Trust's board of trustees believes that such value represents
fair value.

<PAGE>

sales of shares, exchanges into the Fund and reinvestments of dividends and
capital gain distributions) of the Fund after November 1, 1997. Under the Plan,
monthly payments may be made by the Fund to IDI to permit IDI, at its
discretion, to engage in certain activities^ and provide certain services
approved by the board of trustees of the Trust in connection with the
distribution of the Fund's shares to investors. These activities and services
may include the payment of compensation (including incentive compensation and/or
continuing compensation based on the amount of customer assets maintained in the
Fund) to securities dealers and other financial institutions and organizations,
which may include INVESCO- and IDI-affiliated companies, to obtain various
distribution-related and/or administrative services for the Fund. Such services
may include, among other things, processing new shareholder account
applications, preparing and transmitting to the Fund's transfer agent computer ^
processable tapes of all transactions by customers, and serving as the primary
source of information to customers in answering questions concerning the Fund
and their transactions with the Fund.

<PAGE>

Fund become part of IDI's reserves and may be used by IDI for activities
that provide distribution of any of the mutual funds advised by INVESCO. Subject
to review by the Trust's trustees, payments made by the Fund under the Plan for
compensation of marketing personnel, as noted above, are based on an allocation
formula designed to ensure that all such payments are appropriate. IDI will bear
any distribution- and service-related expenses in excess of the amounts which
are compensated pursuant to the Plan. The Plan also authorizes any financing of
distribution which may result from ^ INVESCO's or IDI's use of fees received
from the Fund for services rendered by INVESCO, provided that such fees are
legitimate and not excessive. For more information see see "How Shares Can Be
Purchased - Distribution Plan" in the Statement of Additional ^ Information.

SERVICES PROVIDED BY THE ^ FUND

<PAGE>

Further information regarding the Periodic Withdrawal Plan and its requirements
and tax consequences can be obtained by contacting ^ INVESCO.

Exchange Policy. Shares of the Fund may be exchanged for shares of any
other fund of the Trust, as well as for shares of any of the following other
no-load mutual funds, which are also advised by ^ INVESCO, on the basis of their
respective net asset values at the time of the exchange: INVESCO Bond Funds,
Inc. (formerly, INVESCO Income Funds, Inc.), INVESCO Combination Stock and Bond
Funds, Inc. (formerly, INVESCO Flexible Funds, Inc.), INVESCO Diversified Funds,
Inc., INVESCO Emerging Opportunity Funds, Inc.^, INVESCO Growth Funds, Inc.,
INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO
Money Market Funds, Inc., INVESCO ^ Sector Funds, Inc. (formerly, INVESCO
Strategic Portfolios, Inc.), INVESCO Specialty Funds, Inc., INVESCO ^ Stock
Funds, Inc. (formerly, INVESCO Equity Funds, Inc.) and INVESCO Tax-Free Income
Funds, Inc.

An exchange involves the redemption of shares in the Fund and investment of
the redemption proceeds in shares of another fund of the Trust or in shares of
one of the funds listed above. Exchanges will be made at the net asset value per
share next determined after receipt of an exchange request in proper order. Any
gain or loss realized on such an exchange is recognizable for federal income tax
purposes by the shareholder. Exchange requests may be made either by telephone
or by written request to ^ INVESCO, using the telephone number or address on the
back cover of this Prospectus. Exchanges made by telephone must be in the amount
of at least $250, if the exchange is being made into an existing account of one
of the INVESCO funds. All exchanges that establish a new account must meet the
fund's applicable minimum initial investment requirements. Written exchange
requests into an existing account have no minimum requirements other than the
fund's applicable minimum subsequent investment requirements.

<PAGE>

In order to prevent abuse of this policy to the disadvantage of other
shareholders, the Fund reserves the right to temporarily or permanently
terminate the exchange option of any shareholder who requests more than four
exchanges in a year, or at any time the Fund determines the actions of the
shareholders are detrimental to Fund performance and shareholders. The Fund will
determine whether to do so based on a consideration of both the number of
exchanges any particular shareholder or group of shareholders has requested and
the time period over which those exchange requests have been made, together with
the level of expense to the Fund which will result from effecting additional
exchange requests. The exchange policy also may be modified or terminated at any
time. Except ^ in unusual circumstances where redemptions of the exchanged
security are suspended under Section 22(e) of the 1940 Act, or where sales of
the fund into which the shareholder is exchanging are temporarily stopped,
notice of all such modifications ^ to the policy or terminations that would
affect all Fund shareholders will be given at least 60 days prior to the ^
effective date of the ^ change in policy.

<PAGE>

Prototype forms for the establishment of these various plans, including,
where applicable, disclosure statements required by the Internal Revenue
Service, are available from ^ INVESCO. Institutional Trust Company doing
business as INVESCO Trust Company^ ("ITC"), an affiliate of INVESCO, is
qualified to serve as trustee or custodian under these plans and provides the
required services at competitive rates. Retirement plans (other than IRAs)
receive monthly statements reflecting all transactions in their Fund accounts.
IRAs receive the confirmations and quarterly statements described under
"Shareholder Accounts." For complete information, including prototype forms and
service charges, call ^ INVESCO at the telephone number listed on the back cover
of this Prospectus or send a written request to: Retirement Services, INVESCO
Funds Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706.

HOW TO REDEEM SHARES

Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each fund in which they invest.

<PAGE>

Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request expedited redemption of shares having a minimum value
of $250 (or redemption of all shares if their value is less than $250) held in
accounts maintained in their name by telephoning redemption instructions to ^
INVESCO, using the telephone number on the back cover of this Prospectus.

^ At the shareholder's option, the redemption proceeds either will be
mailed to the address listed for the shareholder's Fund account, or wired
(minimum of $1,000) or mailed to the bank which the shareholder has designated
to receive the proceeds of telephone redemptions. Unless INVESCO permits a
larger redemption request to be placed by telephone, a shareholder may not place
a redemption request by telephone in excess of $25,000. These telephone
redemption privileges may be modified or terminated in the future at the
discretion of INVESCO. For ITC sponsored federal income tax-deferred retirement
plans, the term "shareholders" is defined to mean plan trustees that file a
written request to be able to redeem Fund shares by telephone. ^ Shareholders
should understand that while the Fund will attempt to process all telephone
redemption requests on an expedited basis, there may be times, particularly in
periods of severe economic or market disruption, when (a) they may encounter
difficulty in placing a telephone redemption request, and (b) processing
telephone redemptions will require up to seven days following receipt of the
redemption request, or additional time because of the unusual circumstances set
forth above.

<PAGE>

liable for following instructions communicated by telephone that it
reasonably believes to be genuine. The Fund employs procedures, which it
believes are reasonable, designed to confirm that telephone instructions are
genuine. These may include recording telephone instructions and providing
written confirmation of transactions inititated by telephone. As a result of
this policy, the investor may bear the risk of any loss due to unauthorized or
fraudulent instructions; provided, however, that if the Fund fails to follow
these or other reasonable procedures, the Fund may be liable.

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS

Taxes. The Fund intends to distribute to shareholders substantially all of
its net investment income, net capital gains and net gains from certain foreign
currency transactions, if any^. Distribution of all net investment income to
shareholders allows the Fund to maintain its tax status as a regulated
investment company. ^ The Fund does not expect to pay any federal income or
excise taxes because of its tax status as a regulated investment company.

<PAGE>

The Fund may be subject to withholding of foreign taxes on dividends or
interest ^ it receives on foreign securities. Foreign taxes withheld will be
treated as an expense of the Fund.

Individuals and certain other non-corporate shareholders may be subject to
backup withholding of 31% on dividends, capital gain and other distributions and
redemption proceeds. ^ Shareholders can avoid backup withholding on ^ their Fund
^ accounts by ensuring that ^ INVESCO has a correct, certified tax
identification number.

^ Shareholders should consult a tax adviser with respect to these matters.
For further information see "Dividends, Other Distributions ^ And Taxes" in the
Statement of Additional Information.

Dividends and Other Distributions. The Fund earns ordinary or net
investment income in the form of interest and dividends ^ on its investments.
Dividends paid by the Fund will be based solely on ^ net investment income
earned by it. The Fund's policy is to distribute substantially all of this
income, less ^ expenses, to shareholders. Dividends from net investment income
are paid on a quarterly basis, at the end of November, February, May and August,
at the discretion of the Trust's ^ board of ^ trustees. Dividends are
automatically reinvested in additional shares of the Fund at the net asset value
on the payable date unless otherwise requested.

Dividends and other distributions are paid to ^ shareholders on the record
date of distribution regardless of how long the Fund shares have been held by
the shareholder. The Fund's share price will then drop by the amount of the
distribution on the ex-dividend or ex-distribution date. If a shareholder
purchases shares immediately prior to the distribution, the shareholder will, in
effect, have "bought" the distribution by paying the full purchase price, a
portion of which is then returned in the form of a taxable distribution.

ADDITIONAL INFORMATION

<PAGE>

investment advisory contract for the individual funds, voting is on a
fund-by-fund basis. To the extent permitted by law, when not all funds are
affected by a matter to be voted upon, only shareholders of the fund or funds
affected by the matter will be entitled to vote thereon. The Trust is not
generally required, and does not expect, to hold regular annual meetings of
shareholders. However, the board of trustees will call such special meetings of
shareholders for the purpose, among other reasons, of voting the question of
removal of a trustee or trustees when requested to do so in writing by the
holders of 10% or more of the outstanding shares of the ^ Fund or as may be
required by applicable law or the Trust's Declaration of Trust. The Trust will
assist shareholders in communicating with other shareholders as required by the
1940 Act. Trustees may be removed by action of the holders of two-thirds of the
outstanding shares of the Trust.

Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Trust at the telephone number or mailing address set forth on the cover
page of this Prospectus.

Transfer and Dividend Disbursing Agent. INVESCO ^, 7800 E. Union Avenue,
Denver, Colorado 80237, acts as registrar, transfer agent and dividend
disbursing agent for the Fund pursuant to a Transfer Agency Agreement which
provides that the Fund will pay an annual fee of $20.00 per shareholder account
or, where applicable, per participant in an omnibus account. The transfer agency
fee is not charged to each shareholder's or participant's account but is an
expense of the Fund to be paid from the Fund's assets. Registered
broker-dealers, third party administrators of tax-qualified retirement plans and
other entities, including affiliates of ^ INVESCO, may provide sub-transfer
agency or recordkeeping services to the Fund which reduce or eliminate the need
for identical services to be provided on behalf of the Fund by ^ INVESCO. In
such cases, ^ INVESCO may pay the third party an annual sub-transfer agency or
recordkeeping fee out of the transfer agency fee which is paid to ^ INVESCO by
the Fund.

<PAGE>

INVESCO VALUE TRUST

INVESCO Value Equity Fund

PROSPECTUS
January 1, ^ 1999

INVESCO ^ FUNDS

INVESCO Distributors, Inc.,(SM)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, visit one of our
convenient Investor Centers:

Cherry Creek
155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue
Lobby Level

<PAGE>

PROSPECTUS
January 1, ^ 1999

INVESCO Total Return Fund

The INVESCO Total Return Fund (the "Fund") seeks to achieve a high total
return on investment through capital appreciation and current income by
investing in a combination of equity securities (consisting of common stocks
and, to a lesser degree, securities convertible into common stock) and fixed
income securities. The equity securities purchased by the Fund generally will be
issued by companies which are listed on a national securities exchange and which
usually pay regular dividends. This Fund seeks reasonably consistent total
returns over a variety of market cycles.

The Fund is a series of INVESCO Value Trust (the "Trust"), ^ a
diversified, managed, no-load mutual fund consisting of three separate
portfolios of investments. This Prospectus relates to shares of the INVESCO
Total Return Fund. Separate prospectuses are available upon request from INVESCO
Distributors, Inc. for the Trust's other two funds, INVESCO Value Equity Fund
and INVESCO Intermediate Government Bond Fund. Investors may purchase shares of
any or all ^ Funds. Additional funds may be offered in the future.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION ^, NOR HAS THE SECURITIES AND EXCHANGE ^ COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL
INSTITUTION. THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

----------

<PAGE>

TABLE OF CONTENTS
Page
----
ANNUAL FUND EXPENSES 62

FINANCIAL HIGHLIGHTS 64

PERFORMANCE DATA 67

INVESTMENT OBJECTIVE AND POLICIES 67

RISK FACTORS 70

THE ^ FUND AND ITS MANAGEMENT 74

HOW SHARES CAN BE PURCHASED 79

SERVICES PROVIDED BY THE ^ FUND 82

HOW TO REDEEM SHARES 86

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS 87

ADDITIONAL INFORMATION 89

<PAGE>

ANNUAL FUND EXPENSES

The Fund is 100% no-load; there are no fees to purchase, exchange or
redeem shares^. The Fund is authorized to pay a Rule 12b-1 distribution fee of
one quarter of one percent of the Fund's average net assets each year. The 12b-1
fee is assessed against all shares, but only with respect to new sales of
shares, exchanges into the Fund and reinvestments of dividends and capital gain
distributions ("New Assets") occurring on or after June 1, 1998. (See "How
Shares Can Be Purchased - Distribution Expenses.")

Annual operating expenses are calculated as a percentage of the Fund's
average annual net assets.

Shareholder Transaction Expenses
Sales load "charge" on purchases None
Sales load "charge" on reinvested dividends None
Redemption fees None
Exchange fees None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fee ^(1) 0.58%
12b-1 Fees ^(2) 0.25%
Other Expenses ^ 0.20%
Transfer Agency ^ Fee(3) 0.16%
General Services, Administrative
Services, Registration, ^ Postage(3) 0.04%
Total Fund Operating ^ Expenses(2)(5) 1.03%

^(1) Under a voluntary expense limitation agreed to by INVESCO, the
management fee paid by the Fund has been reduced to an annual rate of 0.45% on
daily net assets over $2 billion, 0.40% on annual daily net assets over $4
billion, 0.375% on annual daily net assets over $5 billion, and to an annual
rate of 0.35% on daily net assets over $6 billion. In the absence of the
voluntary expense limitation, the Fund's "Management Fee" and "Total Fund
Operating Expenses" would have been 0.58% and 1.04%, respectively, based on the
Fund's actual expenses for the fiscal year ended August 31, 1998.

(2) 12b-1 fees for the period ending August 31, 1998 are less than 0.25%
of average net assets.

(3) Consists of the transfer agency fee described under "Additional
Information - Transfer ^ And Dividend Disbursing

Agent."

<PAGE>

^(5) It should be noted that the Fund's actual total operating expenses
were lower than the figures shown, because the Fund's custodian and transfer
agent fees were reduced under expense offset arrangements. However, as a result
of an SEC requirement for mutual funds to state their total operating expenses
without crediting any such ^ offset ^ arrangements, the figures shown above do
not reflect these reductions. In comparing expenses for different years, please
note that the ^ Ratios of Expenses to Average Net Assets shown under "Financial
Highlights" do reflect any reductions for periods prior to the fiscal year ended
August 31, 1996.^

Example

A shareholder would pay the following expenses on a $1,000 investment for
the periods shown, assuming (1) a 5% annual return and (2) redemption at the end
of each time period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
^ $11 $33 $51 $126

The purpose of the foregoing table is to assist investors in understanding
the various costs and expenses that an investor in the Fund will bear directly
or indirectly. Such expenses are paid from the Fund's assets. (See "The ^ Fund
And Its Management.") The above figures for INVESCO Total Return Fund are based
on fiscal year-end information. The Fund charges no sales load, redemption fee
or exchange fee ^. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
The assumed 5% annual return is hypothetical and should not be considered a
representation of past or future annual returns, which may be greater or less
than the assumed amount.

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

The following information for each of the ^ five years ended August 31, ^
1998, the eight-month fiscal period ended August 31, 1993^ and each of the four
years ended December 31, 1992^ has been audited by ^ PricewaterhouseCoopers LLP,
independent accountants. Prior years' information was audited by another
independent accounting firm. This information should be read in conjunction with
the ^ Report of Independent Accountants thereon appearing in the Trust's ^ 1998
Annual Report to Shareholders which is incorporated by reference into the
Statement of Additional Information. Both are available without charge by
contacting INVESCO Distributors, Inc., at the address or telephone number on the
back cover of this Prospectus. All per share data has been adjusted to reflect
an 80 to 1 stock split which was effected on January 2, 1991.

Period
^ Ended
^ Year Ended August 31 August 31 Year Ended December 31 ^
-------------------------------------------- --------- -------------------------------------------
1998 1997 1996 1995 1994 1993^ 1992 1991 1990 1989 1988 ^

PER SHARE DATA
Net Asset Value -
Beginning of

Period $27.77 $22.60 $20.95 $18.54 $18.27 $17.18 $16.43 $14.21 $15.08 $13.46 $12.56 ^
--------------------------------------------- -------- -------------------------------------------

INCOME FROM
INVESTMENT OPERATIONS
Net Investment

Income 0.83 0.77 0.73 0.72 0.69 0.40 0.66 0.71 0.74 0.79 0.39 ^
Net Gains or

(Losses) on
Securities (Both
Realized and

Unrealized) 0.87 5.26 1.78 2.46 0.60 1.09 0.93 2.78 (0.80) 1.74 0.93 ^
--------------------------------------------- -------- -------------------------------------------

Total from
Investment

Operations 1.70 6.03 2.51 3.18 1.29 1.49 1.59 3.49 (0.06) 2.53 1.32 ^
---------------------------------------------- -------- -------------------------------------------

<PAGE>

LESS DISTRIBUTIONS
Dividends from Net
Investment

Income 0.83 0.77 0.73 0.72 0.60 0.40 0.65 0.72 0.75 0.78 0.40 ^
In Excess of Net

Investment

Income+ 0.00 0.00 0.00 0.00 0.09 ^ 0.00 0.00 0.00 0.00 0.00 0.00
Distributions from
Capital Gains 0.48 0.09 0.13 0.05 0.17 0.00 0.19 0.55 0.06 0.13 0.02 ^
In Excess of
Capital Gains 0.00 0.00 0.00 0.00 0.16 ^ 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------- -------- --------------------------------------------

Total

Distributions 1.31 0.86 0.86 0.77 1.02 0.40 0.84 1.27 0.81 0.91 0.42 ^
--------------------------------------------- -------- --------------------------------------------

Net Asset Value -

End of Period $28.16 $27.77 $22.60 $20.95 $18.54 $18.27 $17.18 $16.43 $14.21 $15.08 $13.46 ^
============================^================ ======== ============================================
TOTAL RETURN 6.02% 27.01% 12.06% 17.54% 7.22% 8.72%* 9.84% 24.96% (0.35%) 19.13% 11.53% ^

RATIOS
Net Assets - End
of Period

($000 Omitted) $2,561,036$1,845,594 $1,032,151 $563,468 $292,765 $220,224 $137,196 $82,219 $54,874 $44,957$28,432 ^
Ratio of Expenses

to Average Net

Assets# 0.79%@ 0.86%@ 0.89%@ 0.95% 0.96% 0.93%~ 0.88% 0.92% 1.00% 1.00% 1.00% ^
Ratio of Net

Investment Income
to Average

Net Assets# 2.82% 3.11% 3.44% 3.97% 3.31% 3.51%~ 4.06% 4.62% 5.22% 5.46% 5.56% ^
Portfolio Turnover
Rate 17% 4% 10% 30% 12% 19%* 13% 49% 24% 28% 13%
^

</TABLE>

<PAGE>

^ From January 1, 1993 to August 31, 1993.

+ Distributions in excess of net investment income for the year ended August
31,1995^ aggregated less than $0.01 on a per share basis.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

# Various expenses of the Fund were voluntarily absorbed by ^ INVESCO for the
years ^ ended August 31, 1998, December 31, 1989^ and 1988. If such expenses had
not been voluntarily absorbed, ratio of expenses to average net assets would
have been 0.80%, 1.05%^ and 1.21% ^, respectively, and ratio of net investment
income to average net assets would have been 2.81%, 5.41%^ and 5.35% ^,
respectively.

@ Ratio is based on Total Expenses of the Fund, less expenses absorbed by
investment adviser, which is before any expense offset arrangements.

~ Annualized
^

<PAGE>

PERFORMANCE DATA

From time to time, the Fund advertises its total return performance. These
figures are based upon historical investment results and are not intended to
indicate future performance. Total return is computed by calculating the
percentage change in value of an investment, assuming reinvestment of all income
dividends and capital gain distributions, to the end of a specified period.
Cumulative total return reflects actual performance over a stated period of
time. Average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Any ^ given report of
total return performance should not be considered as representative of future
performance. The Fund charges no sales load, redemption fee or exchange fee
which would affect total return computations.

In conjunction with performance reports and/or analyses of shareholder
service for the Fund, comparative data between the Fund's performance for a
given period and the performance of recognized bond indices and indices of
investment results for the same period and/or assessments of the quality of
shareholder service may be provided to shareholders. Such indices include
indices provided by Dow Jones & Company, Standard & Poor's, a division of The
McGraw-Hill Companies, Inc. ("S&P"), Lipper Analytical Services, Inc., Lehman
Brothers, National Association of Securities Dealers Automated Quotations, Frank
Russell Company, Value Line Investment Survey, the American Stock Exchange,
Morgan Stanley Capital International, Wilshire Associates, the Financial Times
Stock Exchange, the New York Stock Exchange, the Nikkei Stock Average and the
Deutcher Aktienindex, all of which are unmanaged market indicators. In addition,
rankings, ratings and comparisons of investment performance and/or assessments
of the quality of shareholder service appearing in publications such as Money,
Forbes, Kiplinger's Personal Finance, Morningstar and similar sources which
utilize information compiled (i) internally; (ii) by Lipper Analytical Services,
Inc.; or (iii) by other recognized analytical services, may be used in
advertising. The Lipper Analytical Services, Inc. mutual fund rankings and
comparisons, which may be used by the Fund in performance reports, will be drawn
from the "Flexible Portfolio Funds" Lipper mutual fund groupings, in addition to
the broad-based Lipper general fund grouping.

INVESTMENT OBJECTIVE AND POLICIES

^ The investment objective of the Total Return Fund is to seek a high
total return on investment through capital appreciation and current income.
Funds having an investment objective of seeking a high total return may be
limited in their ability to attain their objective by the limitations on the
types of securities in which they may invest. No assurance can be given that the
Fund will be able to achieve its investment objective.

<PAGE>

The Fund intends to accomplish its objective by investing in a combination
of equity securities and fixed income securities. The equity securities to be
acquired by the Fund will consist of common stocks and, to a lesser extent,
securities convertible into common stocks. Such securities generally will be
issued by companies which are listed on a national securities exchange, such as
the New York Stock Exchange, and which usually pay regular dividends, although
the Fund also may invest in securities traded on regional stock exchanges or on
the over-the-counter market. The Trust has not established any minimum
investment standards, such as an issuer's asset level, earnings history, type of
industry, dividend payment history, etc. with respect to the Fund's investments
in common stocks, although in selecting common stocks for the Fund, the
investment adviser and sub-adviser (collectively, "Fund Management") generally
apply an investment discipline which seeks to achieve a yield higher than the
overall equity market. Therefore, because smaller companies may be subject to
more significant losses, as well as have the potential for more substantial
growth, than larger, more established companies, investors in the Fund should
consider that the Fund's investments may consist in part of securities which may
be deemed to be speculative.

The income securities to be acquired by the Fund primarily will include
obligations of the U.S. government and its agencies. These U.S. government
obligations consist of direct obligations of the U.S. government (U.S. Treasury
^ bills, notes and ^ bonds), obligations guaranteed by the U.S. government, such
as ^ Ginnie Mae obligations, and obligations of U.S. government authorities,
agencies and instrumentalities, which are supported only by the assets of the
issuer, such as Fannie Mae^, Federal Home Loan Banks, Federal Financing Bank and
Federal Farm Credit Bank. The Fund also may invest in corporate debt obligations
which are rated by Moody's Investors Service, Inc. ("Moody's") in its four
highest ratings of corporate obligations (Aaa, Aa, A and Baa) or by ^ Standard &
Poors, a division of The McGraw-Hill Companies ("S&P") in its four highest
ratings of corporate obligations (AAA, AA, A and BBB) or, if not rated, in Fund
Management's opinion have investment characteristics similar to those described
in such ratings. A bond rating of Baa by Moody's indicates that the bond issue
is of "medium grade," neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present, but certain
protective elements may be lacking or may be characteristically unreliable over
any great length of time. Such bonds lack outstanding investment characteristics
and have speculative characteristics as well. A bond rating of BBB by S&P
indicates that the bond issue is in the lowest "investment grade" security
rating. Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in

<PAGE>

this category than for bonds in the A category, and they may have
speculative characteristics. (See Appendix A to the Statement of Additional
Information for specific descriptions of these corporate bond rating
categories.) Although there is no limitation on the maturity of the Fund's
investment in income securities, the dollar weighted average maturity of such
investments normally will be from 3 to 15 years.

Obligations of certain U.S. government agencies and instrumentalities may
not be supported by the full faith and credit of the United States. Some are
backed by the right of the issuer to borrow from the U.S. Treasury; others, such
as ^ Fannie Mae, by discretionary authority of the U.S. government to purchase
the agencies' obligations; while still others, such as the Student Loan
Marketing Association, are supported only by the credit of the instrumentality.
In the case of securities not backed by the full faith and credit of the United
States, the Fund must look principally to the agency issuing or guaranteeing the
obligation for ultimate repayment, and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitments. The Fund will invest in securities of such
instrumentalities only when Fund Management is satisfied that the credit risk
with respect to any such instrumentality is minimal.

Typically, the Fund will maintain a minimum investment in equities of 30%
of total assets, and a minimum of 30% of total assets will be invested in fixed
and variable income securities. The remaining 40% of the portfolio will vary in
asset allocation according to Fund Management's assessment of business, economic
and market conditions. The analytical process associated with making allocation
decisions is based upon a combination of demonstrated historic financial
results, current prices for stocks and the current yield to maturity available
in the market for bonds. The premium return available from one category relative
to the other determines the actual asset deployment. Fund Management's asset
allocation process is systematic and is based on current information rather than
forecasted change. The Fund seeks reasonably consistent returns over a variety
of market cycles. (See "Risk Factors" section of this Prospectus for an analysis
of the risks presented by this Fund's ability to enter into futures contracts,
and its ability to use options to purchase or sell futures contracts or
securities.)

The investment objective of the Fund and its investment policies, where
indicated, are fundamental policies and thus may not be changed without prior
approval by the holders of a majority of the outstanding voting securities of
the Fund, as defined in the 1940 Act. In addition, the Trust and this Fund are
also subject to certain investment restrictions which also are ^ identified in
the Statement of Additional Information and which may not be altered without
approval of the Fund's shareholders. One of those restrictions limits the Fund's
borrowing of money to borrowings from banks for temporary or emergency purposes
(but not for leveraging or investment) in an amount not exceeding 33 1/3% of the
value of the Fund's total assets.

<PAGE>

RISK FACTORS

Investors should consider the special factors associated with the policies
discussed below in determining the appropriateness of an investment in the
INVESCO Total Return Fund. The Fund's policies regarding investments in foreign
securities and foreign currencies are not fundamental and may be changed by vote
of the Trust's board of trustees.

Foreign Securities. The Fund may invest up to 25% of its total assets in
foreign equity or debt securities. Investments in securities of foreign
companies and in foreign markets involve certain additional risks not associated
with investments in domestic companies and markets, including the risks of
fluctuations in foreign currency exchange rates and of political or economic
instability, the difficulty of predicting international trade patterns, and the
possibility of imposition of exchange controls or currency blockage. In
addition, there may be less information publicly available about a foreign
company than about a domestic company, and there is generally less government
regulation of stock exchanges, brokers and listed companies abroad than in the
United States. Moreover, with respect to certain foreign countries, there may be
a possibility of expropriation or confiscatory taxation. Further, economies of
particular countries or areas of the world may differ favorably or unfavorably
from the economy of the United States.

<PAGE>

After January 1, 1999, the introduction of the euro is expected to impact
European capital markets in ways that it is impossible to quantify at this time.
For example, investors may begin to view EMU countries as a single market, and
that may impact future investment decisions for the Fund. As the euro is
implemented, there may be changes in the relative strength and value of the U.S.
dollar and other major currencies, as well as possible adverse tax consequences.
The euro transition by EMU countries - present and future - may impact the
fiscal and monetary policies of those participating countries. There may be
increased levels of price competition among business firms within EMU countries
and between businesses in EMU and non-EMU countries. The outcome of these
uncertainties could have unpredictable effects on trade and commerce and result
in increased volatility for all financial markets.

Forward Foreign Currency Contracts. The Fund may enter into contracts to
purchase or sell foreign currencies at a future date ("forward contracts") as a
hedge against fluctuations in foreign exchange rates pending the settlement of
transactions in foreign securities or during the time the Fund holds foreign
securities. A forward contract is an agreement between contracting parties to
exchange an amount of currency at some future time at an agreed upon rate.
Although the Fund has not adopted any limitations on its ability to use forward
contracts as a hedge against fluctuations in foreign exchange rates, it does not
attempt to hedge all of its foreign investment positions and will enter into
forward contracts only to the extent, if any, deemed appropriate by Fund
Management. The Fund will not enter into a forward contract for a term of more
than one year or for purposes of speculation. Investors should be aware that
hedging against a decline in the value of a currency in the foregoing manner
does not eliminate fluctuations in the prices of portfolio securities or prevent
losses if the prices of such securities decline. Furthermore, such hedging
transactions may preclude the opportunity for gain if the value of the hedged
currency should rise. No predictions can be made with respect to whether the
total of such transactions will result in a better or a worse position than had
the Fund not entered into any forward contracts. Forward contracts may, from
time to time, be considered illiquid, in which case they would be subject to the
Fund's limitation on investing in illiquid securities, discussed below. For
additional information regarding foreign securities, see the Trust's Statement
of Additional Information.

<PAGE>

Repurchase Agreements. The Fund may engage in repurchase agreements with
banks, registered broker-dealers, and registered government securities dealers
which are deemed creditworthy by Fund Management under guidelines established by
the board of trustees. A repurchase agreement is a transaction in which the Fund
purchases a security and simultaneously commits to sell the security to the
seller at an agreed upon price and date (usually not more than seven days) after
the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the purchased security. The Fund's risk is limited to the ability of
the seller to pay the agreed upon amount on the delivery date. However, in the
event the seller should default, the underlying security constitutes collateral
for the seller's obligations to pay. This collateral will be held by the
custodian for the Fund's assets. In the event of insolvency of a counterparty to
a repurchase agreement, the Fund could experience delays and incur costs in
realizing on the collateral. To the extent that the proceeds from a sale upon a
default in the obligation to repurchase are less than the repurchase price, the
Fund would suffer a loss. Although the Fund has not adopted any limit on the
amount of its total assets that may be invested in repurchase agreements, the
Fund intends that at no time will the market value of its securities subject to
repurchase agreements exceed 20% of the total assets of the Fund.

<PAGE>

contracts. Conversely, the increased cost of portfolio securities to be
acquired, caused by a general increase in prices, may be offset, at least in
part, by gains on futures contracts purchased by the Fund. Brokerage fees are
paid to trade futures contracts, and the Fund is required to maintain margin
deposits.

Put and call options on futures contracts or securities may be traded by
the Fund in order to protect against declines in the value of portfolio
securities or against increases in the cost of securities to be acquired. The
purchaser of an option purchases the right to effect a transaction in the
underlying future or security at a specified price (the "strike price") before a
specified date (the "expiration date"). In exchange for the right, the purchaser
pays a "premium" to the seller, which represents the price of the right to buy
or to sell the underlying instrument. In exchange for the premium, the seller of
the option becomes obligated to effect a transaction in the underlying future or
security, at the strike price, at any time prior to the expiration date, should
the buyer choose to exercise the option. A call option contract grants the
purchaser the right to buy the underlying future or security, at the strike
price, before the expiration date. A put option contract grants the purchaser
the right to sell the underlying future or security, at the strike price, before
the expiration date. Purchases of options on futures contracts may present less
dollar risk in hedging the Fund's portfolio than the purchase and sale of the
underlying futures contracts, since the potential loss is limited to the amount
of the premium plus related transaction costs. The premium paid for such a put
or call option plus any transaction costs will reduce the benefit, if any,
realized by the Fund upon exercise or liquidation of the option, and, unless the
price of the underlying futures contract or security changes sufficiently, the
option may expire without value to the Fund.

Although the Fund will enter into futures contracts and options on futures
contracts and securities solely for hedging or other nonspeculative purposes,
within the meaning and intent of applicable rules of the CFTC, their use does
involve certain risks. For example, a lack of correlation between the value of
an instrument underlying an option or futures contract and the assets being
hedged, or unexpected adverse price movements, could render the Fund's hedging
strategy unsuccessful and could result in losses. In addition, there can be no
assurance that a liquid secondary market will exist for any contract purchased
or sold, and the Fund may be required to maintain a position until exercise or
expiration, which could result in losses. Transactions in futures contracts and
options are subject to other risks as well, which are set forth in greater
detail in the Statement of Additional Information and Appendix B therein.

<PAGE>

the securities loaned, including accrued interest and dividends. The Fund
will continue to collect the equivalent of the interest or dividends paid by the
issuer on the securities loaned and will also receive either interest (through
investment of cash collateral) or a fee (if the collateral is government
securities). The Fund may pay finder's and other fees in connection with
securities loans.

THE ^ FUND AND ITS MANAGEMENT

The Trust's board of trustees has responsibility for overall supervision
of the Fund, and reviews the services provided by the adviser. Under an
agreement with the Trust, INVESCO ^, 7800 E. Union Avenue, Denver, Colorado,
serves as the ^ Fund's investment adviser ^. Under this agreement, ^ INVESCO is
primarily responsible for providing the Fund with various ^ administrative
services and supervises the Fund's daily business affairs. ^ These services are
subject to review by the Trust's board of trustees.

^ INVESCO has contracted with INVESCO Capital Management, Inc. ("ICM"),
the ^ Fund's investment adviser prior to 1991, for investment sub-advisory and
research services on behalf of the Fund. ICM currently manages in excess of ^
$__ billion of assets on behalf of tax-exempt accounts (such as pension and
profit-sharing funds for corporations and state and local governments) and
investment companies. ICM, subject to the supervision of ^ INVESCO, is primarily
responsible for selecting and managing the Fund's investments. Although the
Trust is not a party to the sub-advisory agreement, the agreement has been
approved by the shareholders of the Trust. Services provided by ^ INVESCO and
ICM are subject to review by the Trust's board of trustees. Together, INVESCO
and ICM constitute "Fund Management."

<PAGE>

Pursuant to an agreement with the Trust, INVESCO Distributors, Inc.
("IDI") ^ is the Fund's distributor. IDI, established in 1997, is a registered
broker-dealer that acts as distributor for all retail mutual funds advised by ^
INVESCO. Prior to September 30, 1997, ^ INVESCO served as the Fund's
distributor.

^ INVESCO, ICM and IDI are indirect wholly-owned subsidiaries of AMVESCAP
PLC. AMVESCAP PLC is a publicly-traded holding company that, through its
subsidiaries, engages in the business of investment management on an
international basis. INVESCO PLC changed its name to AMVESCO PLC on March 3,
1997 and to AMVESCAP PLC on May 8, 1997, as part of a merger between a direct
subsidiary of INVESCO PLC and A I M Management, Inc. that created one of the
largest independent investment management businesses in the world. ^ AMVESCAP
PLC had approximately $261 billion in assets under management^ as of June 30,
1998. INVESCO was established in 1932 and, as of August 31, ^ 1998, managed 14
mutual funds, consisting of ^ 49 separate portfolios, with combined assets of
approximately ^ 17.1 billion on behalf of ^ 899,439 shareholders.

The following individuals serve as portfolio managers for the Fund and are
primarily responsible for the day-to-day management of the Fund's portfolio of
securities:

Edward C. Mitchell, Jr., C.F.A. Portfolio manager of the Fund
since 1987; Chairman (1997 to
present), president (1992 to
1997), vice president (1979 to
1991) and director (1979 to
present) ^ for INVESCO Capital
Management, Inc.; began
investment career in 1969;
B.A., University of Virginia;
M.B.A., University of Colorado;
Chartered Financial Analyst;
Chartered Investment Counselor.

James O. Baker Portfolio manager of the Fund
since 1997; portfolio manager
of the INVESCO Intermediate
Government Bond Fund since
1993; portfolio manager ^ for
INVESCO Capital Management,
Inc. (1992 to present);
portfolio manager, Willis
Investment Counsel (1990 to
1992); broker, Morgan Keegan
(1989 to 1990); broker, Drexel
Burnham Lambert (1985 to 1990);
began investment career in
1977; B.A., Mercer University;
Chartered Financial Analyst.

<PAGE>

Margaret W. Durkes Assistant portfolio manager of
the Fund since 1997; assistant
portfolio manager of AIM
Advisor Flex Fund since 1997;
assistant portfolio manager for
INVESCO Capital Management,
Inc. (1993 to present); vice
president and portfolio manager
for Sovran Capital Management
(1991 to 1993); B.A., The
Colorado College; Chartered
Financial Analyst.

David S. Griffin Assistant portfolio manager of
the Fund since 1993; portfolio
manager for INVESCO Capital
Management, Inc. (1991 to
present); mutual fund sales
representative, INVESCO
Services, Inc. (1986 to 1991);
began investment career in
1982; B.A., Ohio Wesleyan
University; M.B.A., William and
Mary; Chartered Financial
Analyst.

<PAGE>

assets in excess of $1 billion ^) to 40% of the advisory fee (0.30% on the
first $500 million of the ^ Fund's average net assets, ^ 0.26% on the ^ next
$500 million of the ^ Fund's average net assets and ^ 0.20% on the ^ Fund's
average net assets in excess of $1 billion). No fee is paid by the Fund to ICM.
^ The Trust also has entered into an Administrative Services Agreement (the
"Administrative Agreement") with ^ INVESCO. Pursuant to the Administrative
Agreement, INVESCO performs certain administrative, recordkeeping and internal
sub-accounting services, including without limitation, maintaining general
ledger and capital stock accounts, preparing a daily trial balance, calculating
net asset value daily and providing selected general ledger reports and
providing sub-accounting and recordkeeping services for shareholder accounts
maintained by certain retirement and employee benefit plans for the benefit of
participants in such plans. For such services, the Fund pays INVESCO a fee
consisting of a base fee of $10,000 per year, plus an additional incremental fee
computed at an annual rate ^ of 0.015% per ^ year of the average net assets of
the Fund.

<PAGE>

for indemnification out of the Trust's property for any shareholder held
personally liable for any Trust obligation. Thus, the risk of a shareholder
being personally liable for obligations of the Trust is limited to the unlikely
circumstance in which the Trust itself would be unable to meet its obligations.

Fund Management places orders for the purchase and sale of portfolio
securities with brokers and dealers based upon Fund Management's evaluation of ^
such brokers' and dealers' financial responsibility coupled with ^ their ability
to effect transactions at the best available prices. The Fund may place orders
for portfolio transactions with qualified ^ brokers and dealers that recommend
the Fund or sell shares of the Fund to clients, or act as agent in the purchase
of fund shares for clients, if Fund Management believes that the quality of the
execution of the transaction and level of commission are comparable to those
available from other qualified brokerage firms. For further information, see
"Investment Practices - ^ Placement of Portfolio Brokerage" in the Statement of
Additional Information.

HOW SHARES CAN BE PURCHASED

INVESCO FUNDS GROUP, INC.
Post Office Box 173706
Denver, Colorado 80217-3706

<PAGE>

Purchase orders must specify the Fund in which the investment is to be
made.

The minimum initial purchase must be at least $1,000, with subsequent
investments of not less than $50, except that: (1) those shareholders
establishing an EasiVest or direct payroll purchase account, as described below
in the section entitled "Services Provided by the Fund," may open an account
without making any initial investment if they agree to make regular, minimum
purchases of at least $50; (2) those shareholders investing in an Individual
Retirement Account ("IRA"), or through omnibus accounts where individual
shareholder recordkeeping and sub-accounting are not required, may make initial
minimum purchases of $250; (3) Fund Management may permit a lesser amount to be
invested in the Fund under a federal income tax-deferred retirement plan (other
than an IRA), or under a group investment plan qualifying as a sophisticated
investor; and (4) Fund Management reserves the right to increase, reduce or
waive the minimum purchase requirements in its sole discretion where it
determines such action is in the best interests of the Fund. The minimum initial
purchase requirement of $1,000, as described above, does not apply to
shareholder account(s) in any of the INVESCO funds opened prior to January 1,
1993, and thus is not a minimum balance requirement for those existing accounts.
However, for shareholders already having accounts in any of the INVESCO funds,
all initial share purchases in a new fund account, including those made using
the exchange privilege, must meet the fund's applicable minimum investment
requirement.

The purchase of shares in the Fund can be expedited by placing bank wire,
overnight courier or telephone orders. For further information, the purchaser
may call the ^ Fund's office by using the telephone number on the back cover of
this Prospectus. Orders sent by overnight courier, including Express Mail,
should be sent to the street address, not ^ post office box, of INVESCO Funds
Group, Inc., 7800 E. Union Avenue, Denver, Colorado 80237.

Orders to purchase Fund shares can be placed by telephone. Shares of the
Fund will be issued at the net asset value next determined after receipt of
telephone instructions. Generally, payments for telephone orders must be
received by the ^ Fund within three business days or the transaction may be ^
canceled. In the event of such cancellation, the purchaser will be held
responsible for any loss resulting from a decline in the value of the shares. In
order to avoid such losses, purchasers should send payments for telephone
purchases by overnight courier or bank wire. ^ INVESCO has agreed to indemnify
the ^ Fund for any losses resulting from the cancellation of telephone
purchases.

<PAGE>

Exchange, the New York Stock Exchange or NASDAQ, and are securities which
the Fund would otherwise purchase on the open market. The value of Fund shares
used to purchase portfolio securities as stated herein will be the net asset
value as of the effective time and date of the exchange. The securities to be
received by the Fund will be valued in accordance with the same procedure used
in valuing the Fund's portfolio securities. Any investor wishing to acquire
shares of the Fund in exchange for securities should contact either the
president or the secretary of the Trust at the address or telephone number shown
on the back cover ^ of this Prospectus.

Distribution Expenses. The Fund is authorized under a Plan and Agreement
of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Plan") to use its assets to finance certain activities relating to the
distribution of its shares to investors. The Plan applies to New Assets (new
sales of shares, exchanges into the Fund and reinvestments of dividends and
capital gains distributions) of the Fund on or after June 1, 1998. Under the
Plan, monthly payments may be made by the Fund to IDI to permit IDI, at its
discretion, to engage in certain activities and provide certain services
approved by the board of trustees of the Trust in connection with the
distribution of the Fund's shares to investors. These activities and services
may include the payment of compensation (including incentive compensation and/or
continuing compensation based on the amount of customer assets maintained in the
Fund) to securities dealers and other financial institutions and organizations,
which may include INVESCO- and IDI-affiliated companies, to obtain various
distribution-related and/or administrative services for the Fund. Such services
may include, among other things, processing new shareholder account
applications, preparing and transmitting to the Fund's Transfer Agent computer
processable tapes of all transactions by customers, and serving as the primary
source of information to customers in answering questions concerning the Fund
and their transactions with the Fund.

In addition, other permissible activities and services include
advertising, preparation, printing and distribution of sales literature,
printing and distribution of prospectuses to prospective investors, and such
other services and promotional activities for the Fund as may from time to time
be agreed upon by the Trust and its board of trustees, including public
relations efforts and marketing programs to communicate with investors and
prospective investors. These services and activities may be conducted by the
staff of INVESCO, IDI or their affiliates or by third parties.

Under the Plan, the Fund's payments to IDI are limited to an amount
computed at an annual rate of 0.25% of the Fund's average net New Assets. IDI is
not entitled to payment for overhead expenses under the Plan, but may be paid
for all or a portion of the compensation paid for salaries and other employee
benefits for the personnel of INVESCO or IDI whose primary responsibilities
involve marketing shares of the INVESCO mutual funds, including the Fund.

<PAGE>

Payment amounts by the Fund under the Plan, for any month, may be made to
compensate IDI for permissible activities engaged in and services provided by
IDI during the rolling 12-month period in which that month falls. Therefore, any
obligations incurred by IDI in excess of the limitations described above will
not be paid by the Fund and will be borne by IDI. In addition, IDI and its
affiliates may from time to time make additional payments from their revenues to
securities dealers, financial advisers and financial institutions that provide
distribution-related and/or administrative services for the Fund. No further
payments will be made by the Fund under the Plan in the event of the Plan's
termination. Payments made by the Fund may not be used to finance directly the
distribution of shares of any other fund of the Trust or other mutual funds
advised by INVESCO and distributed by IDI. However, payments received by IDI
which are not used to finance the distribution of shares of the Fund become part
of IDI's revenues and may be used by IDI for activities that promote
distribution of any of the mutual funds advised by INVESCO. Subject to review by
the Trust's trustees, payments made by the Fund under the Plan for compensation
of marketing personnel, as noted above, are based on an allocation formula
designed to ensure that all such payments are appropriate. IDI will bear any
distribution- and service-related expenses in excess of the amounts which are
compensated pursuant to the Plan. The Plan also authorizes any financing of
distribution which may result from INVESCO's or IDI's use of fees received from
the Fund for services rendered by INVESCO, provided that such fees are
legitimate and not excessive. For more information, see "How Shares Can Be
Purchased - Distribution Plan" in the Statement of Additional Information.

SERVICES PROVIDED BY THE ^ FUND

Shareholder Accounts. ^ INVESCO maintains a share account that reflects
the current holdings of each shareholder. A separate account will be maintained
for a shareholder for each Fund in which the shareholder invests. As a business
trust, the Trust does not issue share certificates. Each shareholder is sent a
detailed confirmation of each transaction in shares of the Trust. Shareholders
whose only transactions are through the EasiVest, direct payroll purchase,
automatic monthly exchange or periodic withdrawal programs, or are reinvestments
of dividends or capital gains in the same or another fund, will receive
confirmations of those transactions on their quarterly statements. These
programs are discussed below. For information regarding a shareholder's account
and transactions, the shareholder may call ^ INVESCO by using the telephone
number on the back cover of this Prospectus.

<PAGE>

by IDI, or to receive payment of all dividends and other distributions in
excess of $10.00 by check by giving written notice to ^ INVESCO at least two
weeks prior to the record date on which the change is to take effect. Further
information concerning these options can be obtained by contacting ^ INVESCO.

Exchange Policy. Shares of the Fund may be exchanged for shares of any
other fund of the Trust, as well as for shares of any of the following other
no-load mutual funds, which are also advised and distributed by INVESCO, on the
basis of their respective net asset values at the time of the exchange: INVESCO
Bond Funds, Inc. (formerly, INVESCO Income Funds, Inc.), INVESCO Combination
Stock and Bond Funds, Inc. (formerly, INVESCO Flexible Funds, Inc.), INVESCO
Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc.^, INVESCO
Growth Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO International
Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO ^ Sector Funds, Inc.
(formerly, INVESCO Strategic Portfolios, Inc.), INVESCO Specialty Funds, Inc.,
INVESCO ^ Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.) and INVESCO
Tax-Free Income Funds, Inc.

An exchange involves the redemption of shares in the Fund and investment of
the redemption proceeds in shares of another fund of the Trust or in shares of
one of the funds listed above. Exchanges will be made at the net asset value per
share next determined after receipt of an exchange request in proper order. Any
gain or loss realized on such an exchange is recognizable for federal income tax
purposes by the shareholder. Exchange requests may be made either by telephone
or by written request to ^ INVESCO, using the telephone number or address on the
back cover of this Prospectus. Exchanges made by telephone must be in the amount
of at least $250 if the exchange is being made into an existing account of one
of the INVESCO funds. All exchanges that establish a new account must meet the
fund's applicable minimum initial investment requirements. Written exchange
requests into an existing account have no minimum requirements other than the ^
Fund's applicable minimum subsequent investment requirements.

<PAGE>

The option to exchange Fund shares by telephone is available to
shareholders automatically unless expressly declined. By signing the new account
Application or a Telephone Transaction Authorization Form or otherwise utilizing
the telephone exchange, the investor has agreed that the Fund will not be liable
for following instructions communicated by telephone that it reasonably believes
to be genuine. The Fund employs procedures, which it believes are reasonable,
designed to confirm that exchange transactions are genuine. These may include
recording telephone instructions and providing written confirmations of exchange
transactions. As a result of this policy, the investor may bear the risk of any
loss due to unauthorized or fraudulent instructions; provided, however, that if
the Fund fails to follow these or other reasonable procedures, the Fund may be
liable.

<PAGE>

investment program can be changed by the shareholder at any time by ^
contacting INVESCO at least two weeks prior to the date the change is to be
made. Further information regarding this service can be obtained by contacting ^
INVESCO.

Prototype forms for the establishment of these various plans including,
where applicable, disclosure statements required by the Internal Revenue
Service, are available from ^ INVESCO. Institutional Trust Company doing
business as INVESCO Trust Company, ^ an affiliate of ^ INVESCO, is qualified to
serve as trustee or custodian under these plans and provides the required
services at competitive rates. Retirement plans (other than IRAs) receive
monthly statements reflecting all transactions in their Fund accounts. IRAs
receive the confirmations and quarterly statements described under "Shareholder
Accounts." For complete information, including prototype forms and service
charges, call IDI at the telephone number listed on the back cover of this
Prospectus or send a written request to: Retirement Services, INVESCO Funds
Group, Inc., Post Office Box 173706, Denver, Colorado 80217-3706.

<PAGE>

HOW TO REDEEM SHARES

Shares of the Fund may be redeemed at any time at their current net asset
value next determined after a request in proper form is received at the ^ Fund's
office. Redemption requests sent by overnight courier, including Express Mail,
should be sent to the street address, not ^ post office box, of INVESCO Funds
Group, Inc. at 7800 E. Union Avenue, Denver, CO 80237. (See "How Shares Can Be
Purchased.") Net asset value per share of the Fund at the time of the redemption
may be more or less than the price originally paid to purchase shares, depending
primarily upon the Fund's investment performance.

In order to redeem shares, a written redemption request signed by each
registered owner of the account may be submitted to ^ INVESCO at the address
noted above. If shares are held in the name of a corporation, additional
documentation may be necessary. Call or write for specific information. If
payment for the redeemed shares is to be made to someone other than the
registered owner(s), the signature(s) must be guaranteed by a financial
institution which qualifies as an eligible guarantor institution. Redemption
procedures with respect to accounts registered in the names of broker-dealers
may differ from those applicable to other shareholders.

Be careful to specify the account from which the redemption is to be made.
Shareholders have a separate account for each fund in which they invest.

If a shareholder participates in EasiVest, the Fund's automatic monthly
investment program, and redeems all of the shares in a Fund account, ^ INVESCO
will terminate any EasiVest purchases unless otherwise instructed by the
shareholder.

Fund shareholders (other than shareholders holding Fund shares in accounts
of IRA plans) may request expedited redemption of shares having a minimum value
of $250 (or redemption of all shares if their value is less than $250) held in
accounts maintained in their name by telephoning redemption instructions to ^
INVESCO, using the telephone number on the back cover of this Prospectus.

<PAGE>

^ At the shareholder's option, the redemption proceeds either will be
mailed to the address listed for the shareholder's Fund account, or wired
(minimum of $1,000) or mailed to the bank which the shareholder has designated
to receive the proceeds of telephone redemptions. Unless INVESCO permits a
longer redemption request to be placed by telephone, a shareholder may not place
a redemption request by telephone in excess of $25,000. These telephone
redemption privileges may be modified or terminated in the future at the
discretion of INVESCO. For ITC sponsored federal income tax-deferred retirement
plans, the term "shareholders" is defined to mean plan trustees that file a
written request to be able to redeem Fund shares by telephone. ^ Shareholders
should understand that while the Fund will attempt to process all telephone
redemption requests on an expedited basis, there may be times, particularly in
periods of severe economic or market disruption, when (a) they may encounter
difficulty in placing a telephone redemption request, and (b) processing
telephone redemptions will require up to seven days following receipt of the
redemption request, or additional time because of the unusual circumstances set
forth above.

^ Redeeming Fund shares by telephone is available to shareholders
automatically unless expressly declined. By signing a new account Application ^,
a Telephone Transaction Authorization Form or otherwise utilizing ^ telephone
redemption ^ privileges, the shareholder has agreed that the Fund will not be
liable for following instructions communicated by telephone that it reasonably
believes to be genuine. The Fund employs procedures, which it believes are
reasonable, designed to confirm that telephone instructions are genuine. These
may include recording telephone instructions and providing written confirmations
of transactions initiated by telephone. As a result of this policy, the investor
may bear the risk of any loss due to unauthorized or fraudulent instructions;
provided, however, that if the Fund fails to follow these or other reasonable
procedures, the Fund may be liable.

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS

<PAGE>

Shareholders^ must include all dividends and other distributions in taxable
income for federal, state and local income tax purposes, unless their accounts
are exempt from income taxes. Dividends and other distributions are taxable
whether they are received in cash or automatically reinvested in shares of
either the Fund or another fund in the INVESCO group.

The Fund may be subject to withholding of foreign taxes on dividends or
interest ^ it receives on foreign securities. Foreign taxes withheld will be
treated as an expense of the Fund.

Individuals and certain other non-corporate shareholders may be subject to
backup withholding of 31% on dividends, capital gain and other distributions and
redemption proceeds. ^ Shareholders can avoid backup withholding on ^ their Fund
^ accounts by ensuring that ^ INVESCO has a correct, certified tax
identification number.

^ Shareholders should consult a tax adviser with respect to these matters.
For further information see "Dividends, Other Distributions ^ And Taxes" in the
Statement of Additional Information.

<PAGE>

are paid on a quarterly basis, at the end of November, February, May and
August, at the discretion of the Trust's ^ board of ^ trustees. Dividends are
automatically reinvested in additional shares of the Fund at the net asset value
on the payable date unless otherwise requested.

ADDITIONAL INFORMATION

Voting Rights. All shares of the ^ Fund have equal voting rights^ based on
one vote for each share owned and a corresponding fractional vote for each
fractional share owned. Voting with respect to certain matters, such as
ratification of independent accountants and the election of trustees, will be by
all funds of the Trust voting together. In other cases, such as voting upon the
investment advisory contract for the individual funds, voting is on a
fund-by-fund basis. To the extent permitted by law, when not all funds are
affected by a matter to be voted upon, only shareholders of the fund or funds
affected by the matter will be entitled to vote thereon. The Trust is not
generally required and does not expect, to hold regular annual meetings of
shareholders. However, the board of trustees will call such special meetings of
shareholders for the purpose, among other reasons, of voting the question of
removal of a trustee or trustees when requested to do so in writing by the
holders of 10% or more of the outstanding shares of the ^ Fund or as may be
required by applicable law or the Trust's Declaration of Trust. The Trust will
assist shareholders in communicating with other shareholders as required by the
1940 Act. Trustees may be removed by action of the holders of two-thirds of the
outstanding shares of the Trust.

Shareholder Inquiries. All inquiries regarding the Fund should be directed
to the Trust at the telephone number or mailing address set forth on the cover
page of this Prospectus.

<PAGE>

Transfer and Dividend Disbursing Agent. INVESCO ^, 7800 E. Union Avenue,
Denver, Colorado 80237, acts as registrar, transfer agent and dividend
disbursing agent for the Fund pursuant to a Transfer Agency Agreement which
provides that the Fund will pay an annual fee of $20.00 per shareholder account
or, where applicable, per participant in an omnibus account. The transfer agency
fee is not charged to each shareholder's or participant's account but is an
expense of the Fund to be paid from the Fund's assets. Registered
broker-dealers, third party administrators of tax-qualified retirement plans and
other entities, including affiliates of ^ INVESCO, may provide sub-transfer
agency services to the Fund which reduce or eliminate the need for identical
services to be provided on behalf of the Fund by ^ INVESCO. In such cases, ^
INVESCO may pay the third party an annual sub-transfer agency or recordkeeping
fee out of the transfer agency fee which is paid to ^ INVESCO by the Fund.

<PAGE>

INVESCO VALUE TRUST

INVESCO Total Return Fund

PROSPECTUS
January 1, ^ 1999

INVESCO ^ FUNDS

INVESCO Distributors, ^ Inc.(SM)
Distributor

Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, visit one of our
convenient Investor Centers:

Cherry Creek
155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue
Lobby Level

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
January 1, ^ 1999

INVESCO VALUE TRUST

INVESCO Intermediate Government Bond Fund
INVESCO Total Return Fund
INVESCO Value Equity Fund

Address: Mailing Address:

7800 E. Union Avenue Post Office Box 173706
Denver, Colorado 80237 Denver, Colorado 80217-3706

Telephone:
In continental U.S., 1-800/525-8085

INVESCO VALUE TRUST (the "Trust"), is an open-end management investment
company organized in series form in which all of the Funds seek to provide
investors with a high total return on investment through capital appreciation
and current income. Each of the Trust's three individual funds (collectively,
the "Funds") has separate investment policies. Investors may purchase shares of
any or all Funds. The following Funds are available:

^
INVESCO INTERMEDIATE GOVERNMENT BOND Fund (the "Intermediate Government
Bond Fund")
INVESCO TOTAL RETURN Fund (the "Total Return Fund")
INVESCO VALUE EQUITY Fund (the "Value Equity Fund")

Additional Funds may be offered in the future.

Prospectuses for the Funds dated January 1, ^ 1999, which provide the
basic information you should know before investing in a Fund, may be obtained
without charge from INVESCO Distributors, Inc., Post Office Box 173706, Denver,
Colorado 80217-3706. This Statement of Additional Information is not a
prospectus but contains information in addition to and more detailed than that
set forth in each Prospectus. It is intended to provide additional information
regarding the activities and operations of the Trust and should be read in
conjunction with the ^ Prospectuses.

Investment Adviser: INVESCO FUNDS GROUP, INC.
Distributor: INVESCO DISTRIBUTORS, INC.

<PAGE>

TABLE OF CONTENTS
Page
----

INVESTMENT POLICIES AND RESTRICTIONS 94

THE ^ FUNDS AND ^ THEIR MANAGEMENT 105

HOW SHARES CAN BE PURCHASED 119

HOW SHARES ARE VALUED 123

^ FUND PERFORMANCE 124

SERVICES PROVIDED BY THE TRUST 126

TAX-DEFERRED RETIREMENT PLANS 127

HOW TO REDEEM SHARES 127

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES 128

INVESTMENT PRACTICES 131

ADDITIONAL INFORMATION 134

APPENDIX A 138

APPENDIX B 140

<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

Reference is made to the section entitled "Investment Objectives And
Policies" in the Prospectuses for a discussion of the investment objectives and
policies of the Funds. In addition, set forth below is further information
relating to the INVESCO Value Equity, Intermediate Government Bond and Total
Return Funds.

Loans of Portfolio Securities. As ^ discussed in the section entitled
"Risk Factors" in the Prospectuses, all of the Funds may lend their portfolio
securities to brokers, dealers, and other financial institutions, provided that
such loans are callable at any time by the Funds and are at all times secured by
collateral held by the Funds' custodian consisting of cash or securities issued
or guaranteed by the United States Government or its agencies, or any
combination thereof, equal to at least the market value, determined daily, of
the loaned securities. The advantage of such loans is that such a Fund continues
to earn income on the loaned securities, while at the same time receiving
interest from the borrower of the securities. Loans will be made only to firms
deemed by the adviser or sub-adviser (collectively, "Fund Management"), under
procedures established by the Trust's Board of Trustees, to be creditworthy and
when the amount of interest to be received justifies the inherent risks. A loan
may be terminated by the borrower on one business day's notice, or by such Fund
at any time. If at any time the borrower fails to maintain the required amount
of collateral (at least 100% of the market value of the borrowed securities),
the Fund will require the deposit of additional collateral not later than the
business day following the day on which a collateral deficiency occurs or the
collateral appears inadequate. If the deficiency is not remedied by the end of
that period, such Fund will use the collateral to replace the securities while
holding the borrower liable for any excess of replacement cost over collateral.
Upon termination of the loan, the borrower is required to return the securities
to such Fund. Any gain or loss during the loan period would inure to such Fund.

Futures and Options on Futures. As ^ discussed in the Value Equity and
Total Return Funds' Prospectuses, the Value Equity and Total Return Funds may
enter into futures contracts, and purchase and sell ("write") options to buy or
sell futures contracts. The Funds will comply with and adhere to all limitations
in the manner and extent to which it effects transactions in futures and options
on such futures currently imposed by the rules and policy guidelines of the
Commodity Futures Trading Commission ("CFTC") as conditions for exemption of a
mutual fund, or investment advisers thereto, from registration as a commodity
pool operator. No Fund will, as to any positions, whether long, short or a
combination thereof, enter into futures and options thereon for which the
aggregate initial margins and premiums exceed 5% of the fair market value of its
assets after taking into account unrealized profits and losses on options it has
entered into. In the case of an option that is "in-the-money," as defined in the
Commodity Exchange Act (the "CEA"), the in-the-money amount may be excluded in

<PAGE>

computing such 5%. (In general a call option on a future is "in-the-money" if
the value of the future exceeds the exercise ("strike") price of the call; a put
option on a future is "in-the-money" if the value of the future which is the
subject of the put is exceeded by the strike price of the put.) Each Fund may
use futures and options thereon solely for bona fide hedging or for other
non-speculative purposes within the meaning and intent of the applicable
provisions of the CEA.

Unlike when a Fund purchases or sells a security, no price is paid or
received by a Fund upon the purchase or sale of a futures contract. Instead, the
Fund will be required to deposit in its segregated asset account an amount of
cash or qualifying securities (currently U.S. Treasury bills), currently in a
minimum amount of $15,000. This is called "initial margin." Such initial margin
is in the nature of a performance bond or good faith deposit on the contract.
However, since losses on open contracts are required to be reflected in cash in
the form of variation margin payments, a Fund may be required to make additional
payments during the term of the contracts to its broker. Such payments would be
required, for example, where, during the term of an interest rate futures
contract purchased by a Fund, there was a general increase in interest rates,
thereby making such Fund's portfolio securities less valuable. In all instances
involving the purchase of futures contracts by a Fund, an amount of cash
together with such other securities as permitted by applicable regulatory
authorities to be utilized for such purpose, at least equal to the market value
of the futures contracts, will be deposited in a segregated account with such
Fund's custodian to collateralize the position. At any time prior to the
expiration of a futures contract, a Fund may elect to close its position by
taking an opposite position which will operate to terminate its position in the
futures contract. For a more complete discussion of the risks involved in
futures and options on futures and other securities, refer to Appendix B
("Description of Futures, Options and Forward Contracts").

Where futures are purchased to hedge against a possible increase in the
price of a security before a Fund is able in an orderly fashion to invest in the
security, it is possible that the market may decline instead. If the Fund, as a
result, concluded not to make the planned investment at that time because of
concern as to possible further market decline or for other reasons, the Fund
would realize a loss on the futures contract that is not offset by a reduction
in the price of securities purchased.

In addition to the possibility that there may be an imperfect correlation
or no correlation at all between movements in the futures contracts and the
portion of the portfolio being hedged, the price of futures may not correlate
perfectly with movements in the prices due to certain market distortions. All
participants in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close futures contracts through offsetting transactions which

<PAGE>

could distort the normal relationship between underlying instruments and
the value of the futures contract. Moreover, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
market and may therefore cause increased participation by speculators in the
futures market. Such increased participation may also cause temporary price
distortions. Due to the possibility of price distortion in the futures market
and because of the imperfect correlation between movements in the underlying
instrument and movements in the prices of futures contracts, the value of
futures contracts as a hedging device may be reduced.

In addition, if a Fund has insufficient available cash, it may at times
have to sell securities to meet variation margin requirements. Such sales may
have to be effected at a time when it may be disadvantageous to do so.

Forward Foreign Currency Contracts. The Value Equity and Total Return
Funds may enter into forward currency contracts to purchase or sell foreign
currencies (i.e., non-U.S. currencies) ("forward contracts") as a hedge against
possible variations in foreign exchange rates. A forward ^ contract is an
agreement between the contracting parties to exchange an amount of currency at
some future time at an agreed upon rate. The rate can be higher or lower than
the spot rate between the currencies that are the subject of the contract. A
forward contract generally has no deposit requirement, and such transactions do
not involve commissions. By entering into a forward contract for the purchase or
sale of the amount of foreign currency invested in a foreign security
transaction, a Fund can hedge against possible variations in the value of the
dollar versus the subject currency either between the date the foreign security
is purchased or sold and the date on which payment is made or received or during
the time the Fund holds the foreign security. Hedging against a decline in the
value of a currency in the foregoing manner does not eliminate fluctuations in
the prices of portfolio securities or prevent losses if the prices of such
securities decline. Furthermore, such hedging transactions preclude the
opportunity for gain if the value of the hedged currency should rise. The Funds
will not speculate in forward contracts. The Funds will not attempt to hedge all
of their non-U.S. portfolio positions and will enter into such transactions only
to the extent, if any, deemed appropriate by their investment adviser. The Funds
will not enter into forward contracts for a term of more than one year. Forward
contracts may, from time to time, be considered illiquid, in which case they
would be subject to ^ a Fund's limitation on investing in illiquid securities,
discussed in ^ its Prospectus.

Real Estate Investment Trusts. Although they are not permitted to invest
in real estate directly, the Funds may invest in real estate investment trusts
("REITs"). A REIT is a trust which sells shares to investors and uses the
proceeds to invest in real estate or interests in real estate.

<PAGE>

The Total Return and Value Equity Funds have adopted a policy which
permits each Fund to write, purchase or sell put and call options on individual
securities, securities indexes and currencies, or financial futures or options
on financial futures, or undertake forward currency contracts. The following
subsections entitled "Put and Call Options," "Futures and Options on Futures"
and "Options on Futures Contracts" apply only to the Total Return and Value
Equity Funds.

Put and Call Options. An option on a security provides the purchaser, or
"holder," with the right, but not the obligation, to purchase in the case of a
"call" option or sell in the case of a "put" option, the security or securities
underlying the option, for a fixed exercise price up to a stated expiration
date. The holder pays a non-refundable purchase price for the option, known as
the "premium." The maximum amount of risk the purchaser of the option assumes is
equal to the premium plus related transaction costs, although the entire amount
may be lost. The risk of the seller, or "writer," however, is potentially
unlimited, unless the option is "covered," which is generally accomplished
through the writer's ownership of the underlying security in the case of a call
option, or the writer's segregation of an amount of cash or securities equal to
the exercise price in the case of a put option. If the writer's obligation is
not so covered, it is subject to the risk of the full change in value of the
underlying security from the time the option is written until exercise.

Upon exercise of the option, the holder is required to pay the purchase
price of the underlying security in the case of a call option or to deliver the
security in return for the purchase price in the case of a put option.
Conversely, the writer is required to deliver the security in the case of a call
option or to purchase the security in the case of a put option. Options on
securities which have been purchased or written may be closed out prior to
exercise or expiration by entering into an offsetting transaction on the
exchange on which the initial position was established, subject to the
availability of a liquid secondary market.

Options on securities are traded on national securities exchanges, such as
the Chicago Board of Options Exchange and the New York Stock Exchange, which are
regulated by the Securities and Exchange Commission. The Options Clearing
Corporation guarantees the performance of each party to an exchange-traded
option, by in effect taking the opposite side of each such option. A holder or
writer may engage in transactions in exchange-traded options on securities and
options on indices of securities only through a registered broker/dealer which
is a member of the exchange on which the option is traded.

An option position in an exchange-traded option may be closed out only on
an exchange which provides a secondary market for an option of the same series.
Although a Fund will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a

<PAGE>

liquid secondary market on an exchange will exist for any particular option
at any particular time. In such event it might not be possible to effect closing
transactions in a particular option with the result that a Fund would have to
exercise the option in order to realize any profit. This would result in a
Fund's incurring brokerage commissions upon the disposition of underlying
securities acquired through the exercise of a call option or upon the purchase
of underlying securities upon the exercise of a put option. If a Fund as covered
call option writer is unable to effect a closing purchase transaction in a
secondary market, unless a Fund is required to deliver the securities pursuant
to the assignment of an exercise notice, it will not be able to sell the
underlying security until the option expires.

Reasons for the potential absence of a liquid secondary market on an
exchange include the following: (i) there may be insufficient trading interest
in certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or a clearing corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to discontinue the
trading of options (or particular class or series of options) in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on that exchange which had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at a particular time, render certain of the facilities of any of the
clearing corporations inadequate and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution of
customers' orders. However, the Options Clearing Corporation, based on forecasts
provided by the U.S. exchanges, believes that its facilities are adequate to
handle the volume of reasonably anticipated options transactions, and such
exchanges have advised such clearing corporation that they believe their
facilities will also be adequate to handle reasonably anticipated volume. For a
more complete discussion of the risks involved in futures and options on futures
and other securities, refer to Appendix B ("Description of Futures, Options and
Forward Contracts").

Futures and Options on Futures. As described in the Funds' Prospectuses,
each Fund may enter into futures contracts and purchase and sell ("write")
options to buy or sell futures contracts. Each Fund will comply with and adhere
to all limitations in the manner and extent to which it effects transactions in
futures and options on such futures currently imposed by the rules and policy

<PAGE>

guidelines of the Commodity Futures Trading Commission ("CFTC") as
conditions for exemption of a mutual fund, or investment advisers thereto, from
registration as a commodity pool operator. No Fund will, as to any positions,
whether long, short or a combination thereof, enter into futures and options
thereon for which the aggregate initial margins and premiums exceed 5% of the
fair market value of its assets after taking into account unrealized profits and
losses on options it has entered into. In the case of an option that is
"in-the-money," as defined in the commodity Exchange Act (the "CEA"), the
in-the-money amount may be excluded in computing such 5%. (In general a call
option on a future is "in-the-money" if the value of the future exceeds the
exercise ("strike") price of the call; a put option on a future is
"in-the-money" if the value of the future which is the subject of the put is
exceeded by the strike price of the put.) Each Fund may use futures and options
thereon solely for bona fide hedging or for other non-speculative purposes
within the meaning and intent of the applicable provisions of the CEA.

Unlike when a Fund purchases or sells a security, no price is paid or
received by a Fund upon the purchase or sale of a futures contract. Instead, a
Fund will be required to deposit in its segregated asset account an amount of
cash or qualifying securities (currently U.S. Treasury bills). This is called
"initial margin." Such initial margin is in the nature of a performance bond or
good faith deposit on the contract. However, since losses on open contracts are
required to be reflected in cash in the form of variation margin payments, a
Fund may be required to make additional payments during the term of the
contracts to its broker. Such payments would be required, for example, where,
during the term of an interest rate futures contract purchased by a Fund, there
was a general increase in interest rates, thereby making such Fund's portfolio
securities less valuable. In all instances involving the purchase of futures
contracts by a Fund, an amount of cash together with such other securities as
permitted by applicable regulatory authorities to be utilized for such purpose,
at least equal to the market value of the futures contracts, will be deposited
in a segregated account with such Fund's custodian to collateralize the
position. At any time prior to the expiration of a futures contract, a Fund may
elect to close its position by taking an opposite position which will operate to
terminate its position in the futures contract.

Where futures are purchased to hedge against a possible increase in the
price of a security before a fund is able in an orderly fashion to invest in the
security, it is possible that the market may decline instead. If the Fund, as a
result, concluded not to make the planned investment at that time because of
concern as to possible further market decline or for other reasons, the Fund
would realize a loss on the futures contract that is not offset by a reduction
in the price of securities purchased.

<PAGE>

participants in the futures market are subject to margin deposit and
maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between underlying
instruments and the value of the futures contract. Moreover, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market and may therefore cause increased participation by
speculators in the futures market. Such increased participation may also cause
temporary price distortions. Due to the possibility of price distortion in the
futures market and because of the imperfect correlation between movements in the
underlying instrument and movements in the prices of futures contracts, the
value of futures contracts as a hedging device may be reduced.

Options on Futures Contracts. The Value Equity and Total Return Funds may
buy and write options on futures contracts for hedging purposes. The purchase of
a call option on a futures contract is similar in some respects to the purchase
of a call option on an individual security. Depending on the pricing of the
option compared to either the price of the futures contract upon which it is
based or the price of the underlying instrument, ownership of the option may or
may not be less risky than ownership of the futures contract or the underlying
instrument. As with the purchase of futures contracts, when a Fund is not fully
invested it may buy a call option on a futures contract to hedge against a
market advance.

The writing of a call option on a futures contract constitutes a partial
hedge against declining prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at the expiration of the option is below the exercise price, a
Fund will retain the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in such Fund's portfolio
holdings. The writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the security or foreign currency
which is deliverable under, or of the index comprising, the futures contract. If
the futures price at expiration of the option is higher than the exercise price,
a Fund will retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities which the Fund is
considering buying. If a call or put option which a Fund has written is
exercised, such Fund will incur a loss which will be reduced by the amount of
the premium it received. Depending on the degree of correlation between changes
in the value of its portfolio securities and changes in the value of the futures
positions, a Fund's losses from existing options on futures may to some extent
be reduced or increased by changes in the value of portfolio securities.

<PAGE>

The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put option on portfolio securities. For
example, a Fund may buy a put option on a futures contract to hedge its
portfolio against the risk of falling prices.

The amount of risk a Fund assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be reflected fully in the value of the options bought.

For a more complete discussion of the risks involved in futures and
options on futures and other securities, refer to Appendix B ("Description of
Futures, Options and Forward Contracts").

Investment Restrictions. As ^ discussed in the section of each Fund's
Prospectus entitled "Investment Policies and Risks", the Funds are subject to
certain investment restrictions. ^ For purposes of the following investment
restrictions, all percentage limitations apply immediately after a purchase or
initial investment. Any subsequent change in a particular percentage resulting
from fluctuations in value does not require elimination of any security from the
Fund.

The following restrictions are fundamental and may not be changed with
respect to a particular Fund without the prior approval of the holders of a
majority, as defined in the Investment Company Act of 1940 (the "1940 Act"), of
the outstanding voting securities of that Fund. Each Fund, unless otherwise
indicated, may not:

(1) Other than investments by the Funds, including the INVESCO
Intermediate Government Bond Fund, in obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities, invest in the securities of issuers
conducting their principal business activities in the same
industry (investments in obligations issued by a foreign
government, including the agencies or instrumentalities of a
foreign government, are considered to be investments in a
single industry), if immediately after such investment the
value of a Fund's investments in such industry would exceed
25% of the value of such Fund's total assets;

(2) ^ With respect to the total assets of the Intermediate
Government Bond Fund and the Value Equity Fund and with
respect to seventy-five percent (75%) of the Total Return

<PAGE>

Fund's total assets, purchase the securities of any one
issuer^ (except cash items and "government issuers" as
defined under the 1940 Act), if the purchase would cause a
Fund to have more than 5% of the value of ^ its total
assets^ invested in the securities of such issuer or to
own more than 10% of ^ the outstanding voting securities
^ of such ^ issuer.

(3) Underwrite securities of other issuers, except insofar as it
may technically be deemed an "underwriter" under the
Securities Act of 1933, as amended, in connection with the
disposition of a Fund's portfolio securities.

(4) Invest in companies for the purpose of exercising control or
management.

(5) Issue any class of senior securities or borrow money, except
borrowings from banks for temporary or emergency purposes
(not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of a Fund's total assets at
the time the borrowing is made.

(6) Mortgage, pledge, hypothecate or in any manner transfer as
security for indebtedness any securities owned or held
except to an extent not greater than 5% of the value of a
Fund's total assets.

(7) Sell short, except the Value Equity and Total Return Funds
may purchase or sell options or futures, or write, purchase
or sell puts and calls.

(8) Buy on margin, except the Value Equity and Total Return
Funds may purchase or sell options or futures, or write,
purchase or sell puts and calls.

(9) Purchase or sell real estate or interests in real estate
(except for the Total Return and Value Equity Funds). Each
of the Funds may invest in securities secured by real estate
or interests therein or issued by companies, including real
estate investment trusts, which invest in real estate or
interests therein.

(10) Buy or sell commodities contracts (however the Value Equity
and Total Return Funds may purchase securities of companies
which invest in the foregoing). This restriction shall not
prevent the Value Equity and Total Return Funds from
purchasing or selling options on individual securities,
security indexes, and currencies or financial futures or
options on financial futures, or undertaking forward
currency contracts. The Intermediate Government Bond Fund
may enter into interest rate futures contracts if
immediately after such a commitment the sum of the then
aggregate futures market prices of financial instruments

<PAGE>

required to be delivered under open futures contract sales
and the aggregate purchase prices under futures contract
purchases would not exceed 30% of the Intermediate
Government Bond Fund's total assets.

(11) Make loans to other persons, provided that a Fund may
purchase debt obligations consistent with its investment
objectives and policies and the INVESCO Value Equity,
Intermediate Government Bond, and Total Return Funds may
lend limited amounts (not to exceed 10% of their total
assets) of their portfolio securities to broker-dealers or
other institutional investors.

(12) Purchase securities of other investment companies except (i)
in connection with a merger, consolidation, acquisition or
reorganization, or (ii) by purchase in the open market of
securities of other investment companies involving only
customary brokers' commissions and only if immediately
thereafter (i) no more than 3% of the voting securities of
any one investment company are owned by such a Fund, (ii) no
more than 5% of the value of the total assets of such a Fund
would be invested in any one investment company, and (iii)
no more than 10% of the value of the total assets of such a
Fund would be invested in the securities of such investment
companies. The Trust may invest from time to time a portion
of the INVESCO Value Equity, Intermediate Government Bond,
and Total Return Funds' cash in investment companies to
which the Adviser serves as investment adviser; provided
that no management or distribution fee will be charged by
the Adviser with respect to any such assets so invested and
provided further that at no time will more than 3% of such a
Fund's assets be so invested. Should such a Fund purchase
securities of other investment companies, shareholders may
incur additional management and distribution fees.

(13) Invest in securities for which there are legal or
contractual restrictions on resale, except that each of the
Funds may invest no more than 2% of the value of its total
assets in such securities; or invest in securities for which
there is no readily available market, except that each of
the Funds may invest no more than 5% of the value its total
assets in such securities.

In applying the industry concentration investment restriction (no. 1
above), the Funds use a modified S&P industry code classification schema which
uses various sources to classify securities.

In applying restriction (13) above, each Fund also includes illiquid
securities (those which cannot be sold in the ordinary course of business within
seven days at approximately the valuation given to them by the Fund) among the
securities subject to the 5% of total assets limit.

<PAGE>

Additional investment restrictions adopted by the Trust on behalf of the
Funds and which may be changed by the Trustees at their discretion provide that
the Funds may not:

(1) (a) enter into any futures contracts, options on futures,
puts and calls if immediately thereafter the aggregate
margin deposits on all outstanding derivative positions held
by each Fund and premiums paid on outstanding positions,
after taking into account unrealized profits and losses,
would exceed 5% of the market value of the total assets of
the Fund, or (b) enter into any derivative positions if the
aggregate net amount of the Fund's commitments under
outstanding derivative positions of the Fund would exceed
the market value of the total assets of the Fund. The
INVESCO Intermediate Government Bond Fund may not enter into
future contracts, options on futures, puts or calls.

(2) Purchase or sell interests in oil, gas or other mineral
leases or exploration or development programs. All of the
Funds, however, may purchase or sell securities issued by
entities which invest in such interests.

(3) Invest more than 5% of a Fund's total assets in securities
of companies having a record, together with predecessors, of
less than three years of continuous operation.

(4) Purchase or retain the securities of any issuer if any
individual officers and trustees/directors of the Trust, the
Adviser, or any subsidiary thereof owns individually more
than 0.5% of the securities of that issuer and all such
officers and trustees/directors together own more than 5% of
the securities of that issuer.

(5) Engage in arbitrage transactions.

(6) To the extent a Fund invests in warrants, such a Fund's
investment in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of such Fund's net
assets. Included within that amount, but not to exceed 2% of
the value of each Fund's net assets may be warrants which
are not listed on the New York or American Stock Exchanges.
Warrants acquired by such a Fund as part of a unit or
attached to securities may be deemed to be without value.

(7) Invest more than 25% of the value of such a Fund's total
assets in securities of foreign issuers. Investing in
securities issued by companies whose principal business
activities are outside the United States may involve
significant risks not present in domestic investments.

<PAGE>

THE ^ FUNDS AND ^ THEIR MANAGEMENT

The Trust. The Trust was organized under the laws of Massachusetts on July
15, 1987 as "Financial Series Trust." On July 1, 1993, the Trust changed its
name to "INVESCO Value Trust." In addition, the names INVESCO Intermediate
Government Bond Fund, INVESCO Value Equity Fund and INVESCO Total Return Fund
were adopted as the names of the Intermediate Government Bond Fund, Equity Fund
and Flex Fund series of the Trust, respectively, effective July 1, 1993.

The Investment Adviser. INVESCO Funds Group, Inc., a Delaware corporation
^("INVESCO"), is employed as the Trust's investment adviser. ^ INVESCO was
established in 1932 and also serves as an investment adviser to INVESCO Bond
Funds, Inc. (formerly, INVESCO ^ Income Funds, Inc.), INVESCO Combination Stock
and Bond Funds, Inc. (formerly INVESCO Flexible Funds, Inc.), INVESCO
Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc.^, INVESCO
Growth Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO International
Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO ^ Sector Funds, Inc.
(formerly, INVESCO Strategic Portfolios, Inc.), INVESCO Specialty Funds, Inc.,
INVESCO ^ Stock Funds, Inc. (formerly, INVESCO Equity Funds, Inc.), INVESCO
Tax-Free Income Funds, Inc., INVESCO Treasurer's Series Trust, INVESCO Value
Trust and INVESCO Variable Investment Funds, Inc.

The Investment Sub-Adviser. ^ INVESCO has contracted with INVESCO Capital
Management, Inc. ("ICM") to provide investment advisory and research services to
the Trust. ICM, the Trust's investment adviser from inception of the Trust ^ to
1991, has the primary responsibility for providing portfolio investment
management services to the Funds.

The Distributor. ^ INVESCO Distributors, Inc. ("IDI") ^ is the Funds'
distributor. IDI, established in 1997, is a registered broker-dealer that acts
as distributor for all retail mutual funds advised by ^ INVESCO. Prior to
September 30, 1997, ^ INVESCO served as the Funds' distributor.

^ INVESCO, ICM and IDI are indirect wholly-owned subsidiaries of AMVESCAP
PLC, a publicly-traded holding company that, through its subsidiaries, engages
in the business of investment management on an international basis. INVESCO PLC
changed its name to AMVESCO PLC on March 3, 1997, and to AMVESCAP PLC on May 8,
1997 as part of a merger between a direct subsidiary of INVESCO PLC and A I M
Management Group, Inc., that created one of the largest independent investment
management businesses in the world with approximately ^ $261 billion in assets
under management^ as of June 30, 1998. INVESCO was established in 1932 and, as
of August 31, ^ 1998 managed 14 mutual funds, consisting of ^ 49 separate
portfolios, on behalf of ^ 899,439 shareholders.

<PAGE>

AMVESCAP PLC's other North American subsidiaries include the following:

--INVESCO Retirement and Benefit Services, Inc. ("IRBS") of Atlanta,
Georgia, develops and provides domestic and international defined contribution
retirement plan services to plan sponsors, institutional retirement plan
sponsors, institutional plan providers and foreign governments.

--INVESCO Retirement Plan Services ("IRPS") of Atlanta, Georgia, a division
of IRBS, provides recordkeeping and investment selection services to defined
contribution plan sponsors of plans with between $2 million and $200 million in
assets. Additionally, IRPS provides investment consulting services to
institutions seeking to provide retirement plan products and services.

--Institutional Trust Company doing business as INVESCO Trust Company
("ITC") of Denver, Colorado, a division of IRBS, provides retirement account
custodian and/or trust services for individual retirement accounts ("IRAs") and
other retirement plan accounts. This includes services such as recordkeeping,
tax reporting and compliance. ITC acts as trustee or custodian to these plans.
ITC accepts contributions and provides, through INVESCO, complete transfer
agency functions: correspondence, sub-accounting, telephone communications and
processing of distributions.

--INVESCO Capital Management, Inc. of Atlanta, Georgia manages
institutional investment portfolios, consisting primarily of discretionary
employee benefit plans for corporations and state and local governments, and
endowment funds. INVESCO Capital Management, Inc. is the sole shareholder of
INVESCO Services, Inc., a registered broker-dealer.

--INVESCO Management & Research, Inc. of Boston, Massachusetts primarily
manages pension and endowment accounts.

--INVESCO Realty Advisors, Inc. of Dallas, Texas is responsible for
providing advisory services in the U.S. real estate markets for AMVESCAP PLC's
clients worldwide. Clients include corporate plans, public pension funds, and
endowment and foundation accounts.

--PRIMCO Capital Management, Inc. of Louisville, Kentucky specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.

--INVESCO (NY), Inc. of New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans, Taft-Hartley
Plans, insurance companies, charitable institutions and private individuals.
INVESCO NY also offers the opportunity for its clients to invest both directly
and indirectly through partnerships in primarily private investments or

<PAGE>

privately negotiated transactions. INVESCO NY further serves as investment
adviser to several closed-end investment companies, and as subadviser with
respect to certain commingled employee benefit trusts. INVESCO NY specializes in
the fundamental research investment approach, with the help of quantitative
tools.

--A I M Advisors, Inc. of Houston, Texas provides investment advisory and
administrative services for retail and institutional mutual funds.

--A I M Capital Management, Inc. of Houston, Texas provides investment
advisory services to individuals, corporations, pension plans and other private
investment advisory accounts and also serves as a sub-adviser to certain retail
and institutional mutual funds, one Canadian mutual fund and one portfolio of an
open-end registered investment company that is offered to separate accounts of ^
insurance companies that issue variable annuity and/or variable life insurance
products.

--A I M Distributors, Inc. and Fund Management Company of Houston, Texas
are registered broker-dealers that act as the principal underwriters for retail
and institutional mutual funds.

The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England.

As indicated in the Funds' Prospectuses, ^ INVESCO and ICM permit
investment and other personnel to purchase and sell securities for their own
accounts in accordance with a compliance policy governing personal investing by
directors, officers and employees of ^ INVESCO, ICM and their North American
affiliates. The policy requires officers, inside directors, investment and other
personnel of ^ INVESCO, ICM and their North American affiliates to pre-clear all
transactions in securities not otherwise exempt under the policy. Requests for
trading authority will be denied when, among other reasons, the proposed
personal transaction would be contrary to the provisions of the policy or would
be deemed to adversely affect any transaction then known to be under
consideration for or to have been effected on behalf of any client account,
including the Funds.

In addition to the pre-clearance requirement described above, the policy
subjects officers, inside directors, investment and other personnel of ^
INVESCO, ICM and their North American affiliates to various trading restrictions
and reporting obligations. All reportable transactions are reviewed for
compliance with the policy. The provisions of this policy are adminstered by and
subject to exceptions authorized by ^ INVESCO or ICM.

Investment Advisory Agreement. ^ INVESCO serves as investment adviser
pursuant to an investment advisory agreement dated February 28, 1997 with the
Trust (the "Agreement") which was approved by the board of trustees on November
6, 1996 by a vote cast in person by a majority of the trustees of the Trust,
including a majority of the trustees who are not "interested persons" of the
Trust or INVESCO at a meeting called for such purpose. Shareholders of the

<PAGE>

Funds approved the Agreement on Janaury 31, 1997 for an initial term expiring
February 28, 1999. On May 13, 1998, this period was extended by the Trust's
board of trustees to May 15, 1999. Thereafter, the Agreement may be continued
from year to year ^ with respect to each Fund as long as such continuance is
specifically approved at least annually by the board of trustees of the Trust,
or by a vote of the holders of a majority, as defined in the 1940 Act, of the
outstanding shares of the applicable Fund. Any such continuance also must be
approved by a majority of the Trust's trustees who are not parties to the
Agreement or interested persons (as defined in the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on such
continuance. The Agreement may be terminated at any time without penalty by
either party upon sixty (60) days' written notice and terminates automatically
in the event of an assignment to the extent required by the 1940 Act and the
rules thereunder.

The Agreement provides that ^ INVESCO shall manage the investment
portfolios of the Funds in conformity with the Funds' investment policies
(either directly or by delegation to a sub-adviser, which may be a party
affiliated with ^ INVESCO). Further, ^ INVESCO shall perform all administrative,
internal accounting (including computation of net asset value), clerical,
statistical, secretarial and all other services necessary or incidental to the
administration of the affairs of the Funds, excluding, however, those services
that are the subject of separate agreement between the Trust and ^ INVESCO or
any affiliate thereof, including distribution and sale of Trust shares and
provision of transfer agency, dividend disbursing agency, and registrar
services, and services furnished under an Administrative Services Agreement with
^ INVESCO discussed below. ^ INVESCO will pay the fee of any sub-adviser.
Services provided include, but are not limited to: supplying the Trust with
officers, clerical staff and other employees, if any, who are necessary in
connection with the Funds' operations; furnishing office space, facilities,
equipment and supplies; providing personnel and facilities required to respond
to inquiries related to shareholder accounts; conducting periodic compliance
reviews of the Funds' operations; preparation and review of required documents,
reports and filings by ^ INVESCO's in-house legal and accounting staff
(including the prospectus, statement of additional information, proxy
statements, shareholder reports, tax returns, reports to the SEC, and other
corporate documents of the Funds), except insofar as the assistance of
independent accountants or attorneys is necessary or desirable; supplying basic
telephone service and other utilities; and preparing and maintaining certain of
the books and records required to be prepared and maintained by the Funds under
the 1940 Act. Expenses not assumed by ^ INVESCO are borne by the Funds. The
responsibility for making decisions to buy, sell, or hold a particular security
rests with ^ INVESCO, as well as ICM as the Sub-Adviser, subject to review by
the board of trustees.^

<PAGE>

As full compensation for its advisory services to the Trust, ^ INVESCO
receives a monthly fee. The fee is based upon a percentage of each Fund's
average net assets, determined daily. With respect to the INVESCO Value Equity
and Total Return Funds, the fee is calculated at the annual rate of: 0.75% on
the first $500 million of the average net assets of each Fund; 0.65% on the next
$500 million of average net assets of each Fund; and 0.50% on average net assets
in excess of $1 billion. With respect to the INVESCO Intermediate Government
Bond Fund, the fee is calculated at the annual rate of: 0.60% on the first $500
million of the average net assets of the Fund; 0.50% on the next $500 million of
the average net assets of the Fund; and 0.40% on average net assets in excess of
$1 billion.

Sub-Advisory Agreement. ICM serves as sub-adviser to the ^ Funds pursuant
to a sub-advisory agreement dated February 28, 1997 (the "Sub-Agreement") with ^
INVESCO which was approved by the board of trustees of the Trust on November 6,
1996, including a majority of the trustees who are not "interested persons" of
the Trust, ^ INVESCO or ICM at a meeting called for such purpose. Shareholders
of each of the Funds approved the Sub-Agreement on January 31, 1997 for an
initial term expiring February 28, 1999. ^ On May 13, 1998, this period was
extended by the Trust's board of trustees to May 15, 1999. The Sub-Agreement may
be continued from year to year as to each Fund as long as each such continuance
is specifically approved by the board of trustees of the Trust, or by a vote of
the holders of a majority, as defined in the 1940 Act, of the outstanding shares
of each of the Funds. Each such continuance also must be approved by a majority
of the trustees who are not parties to the Sub-Agreement ^ or interested persons
(as defined in the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on such continuance. The ^ Sub-Agreement may be
terminated as to any Fund at any time without penalty by either party or the
Trust upon sixty (60) days' written notice and terminates automatically in the
event of an assignment to the extent required by the 1940 Act and the rules
thereunder.

The Sub-Agreement provides that ICM, subject to the supervision of ^
INVESCO, shall manage the investment portfolios of the respective Funds in
conformity with each Fund's investment policies. These management services
include: (a) managing the investment and reinvestment of all the assets, now or
hereafter acquired, of the Funds, and executing all purchases and sales of
portfolio securities; (b) maintaining a continuous investment program for the
Funds, consistent with (i) each Fund's investment policies as set forth in the ^
Trust's Declaration of Trust , Bylaws, and Registration Statement, as from time
to time amended, under the 1940 Act, and in any prospectus and/or statement of
additional information of the ^ Trust, as from time to time amended and in use
under the 1933 Act, and (ii) the Trust's status as a regulated investment
company under the Internal Revenue Code of 1986, as amended; (c) determining
what securities are to be purchased or sold for each of the Funds, unless
otherwise directed by the trustees of the Trust or ^ INVESCO, and executing

<PAGE>

transactions accordingly; (d) providing the Funds the benefit of all of the
investment analysis and research, the reviews of current economic conditions and
trends, and the consideration of long-range investment policy now or hereafter
generally available to investment advisory customers of the Sub-Advisers; (e)
determining what portion of each of the Funds should be invested in the various
types of securities authorized for purchase by each Fund; and (f) making
recommendations as to the manner in which voting rights, rights to consent to
Trust action and any other rights pertaining to the portfolio securities of each
Fund shall be exercised.

The Sub-Agreement provides that as compensation for its services, ICM
shall receive from ^ INVESCO, at the end of each month, a fee based on the
average daily value of each Fund's net assets ^. Based upon the approval of the
Trust's board of trustees at a meeting held May 14, 1998, the calculation of the
subadvisory fees of the Funds has been changed from 33.33% of the advisory fee
(with respect to the Value Equity and Total Return Funds, 0.25% on the first
$500 million ^ of each Fund's average net assets; 0.2167% on the next $500
million ^ of each Fund's assets; and 0.1667% on each Fund's average net assets
in excess of $1 billion^; and with respect to the Intermediate Government Bond ^
Fund, 0.20% on the first $500 million ^ of the Fund's average net assets;
0.1667% on the next $500 million ^ of the Fund's average net assets; and 0.1333%
on the Fund's average net assets in excess of $1 billion^) to 40% of the
advisory fee (with respect to the Value Equity and Total Return Funds, 0.30% on
the first $500 million of each Fund's average net assets; 0.26% on the next $500
million of each Fund's assets; and 0.20% on each Fund's average net assets in
excess of $1 billion; and with respect to the Intermediate Government Bond Fund,
0.24% on the first $500 million of the Fund's average net assets; 0.20% on the
next $500 million of the Fund's average net assets; and 0.16% on the Fund's
average net assets in excess of $1 billion). The sub-advisory fees are paid by
INVESCO, not the Funds.

Administrative Services Agreement. ^ INVESCO, either directly or through
affiliated companies, also provides certain administrative, sub-accounting, and
recordkeeping services to the Trust pursuant to an Administrative Services
Agreement dated February 28, 1997 (the "Administrative Agreement"). The
Administrative Agreement was approved by the board of trustees on November 6,
1996 by a vote cast in person by all of the trustees of the Trust, including all
of the trustees who are not "interested persons" of the Trust or ^ INVESCO at a
meeting called for such purpose. The Administrative Agreement was for an initial
term expiring February 28, 1998, and has been continued by action of the board
of trustees until May 15, ^ 1999. The Administrative Agreement may be continued
from year to year thereafter as long as each such continuance is specifically
approved by the board of trustees of the Trust, including a majority of the
trustees who are not parties to the Administrative Agreement or interested
persons (as defined in the 1940 Act) of any such party, cast in person at a

<PAGE>

meeting called for the purpose of voting on such continuance. The
Administrative Agreement may be terminated at any time without penalty by ^
INVESCO on sixty (60) days' written notice, or by the Trust upon thirty (30)
days' written notice, and terminates automatically in the event of an assignment
unless the board of trustees approves such assignment.

The Administrative Agreement provides that ^ INVESCO shall provide the
following services to the Funds: required administrative and internal accounting
services, including without limitation, maintaining general ledger and capital
stock accounts, preparing a daily trial balance, calculating net asset value
daily, and providing selected general ledger reports.

As full compensation for services provided under the Administrative
Agreement, the Trust pays a monthly fee to ^ INVESCO consisting of ^ a base fee
of $10,000 per year, plus an additional incremental fee computed daily and paid
monthly at an annual rate of 0.015% per year of the average net assets of each
Fund of the Trust. For providing such services, ^ INVESCO received
administrative services fees in the amount of ^ $455,075 for the fiscal year
ended August 31, ^ 1998.

Transfer Agency Agreement. ^ INVESCO performs transfer agent, dividend
disbursing agent, and registrar services for the Trust pursuant to a Transfer
Agency Agreement dated February 28, 1997, which was approved November 6, 1996 by
the board of trustees of the Trust, including a majority of the Trust's trustees
who are not parties to the Transfer Agency Agreement or "interested persons" of
any such party. The Transfer Agency Agreement was for an initial term expiring
February 28, 1998 and has been extended by the board of trustees until May 15, ^
1999. Thereafter, the Transfer Agency Agreement may be continued from year to
year as to each Fund as long as such continuance is specifically approved at
least annually by the board of trustees of the Trust, or by a vote of the
holders of a majority of the outstanding shares of each Fund of the Trust. Any
such continuance also must be approved by a majority of the Trust's trustees who
are not parties to the Transfer Agency Agreement or interested persons (as
defined by the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on such continuance. The Transfer Agency Agreement may
be terminated at any time without penalty by either party upon sixty (60) days'
written notice.

The Transfer Agency Agreement provides that the Trust shall pay to ^
INVESCO an annual fee of $20.00 per shareholder account or, where applicable,
per participant in an omnibus account with respect to the INVESCO Value Equity
and Total Return Funds, and $26.00 per shareholder account or omnibus account
with respect to INVESCO Intermediate Government Bond Fund. These fees are paid
monthly at the rate of 1/12 of the annual fee and are based upon the number of
shareholder accounts or, where applicable, per participant in an omnibus
account. For the year ended August 31, ^ 1998, the Trust paid ^ INVESCO transfer
agency fees of ^ $4,890,325.

<PAGE>

Set forth below is a table showing the advisory fees, transfer agency fees
and administrative fees paid by each of the Funds for the fiscal years ended
August 31, 1998, 1997^ and 1996 ^.

Fiscal year Fiscal year Fiscal year
ended August 31, 1998 ended August 31, 1997 ended August 31, 1996
^------------------------------------------------------------------------------------------------------
Transfer Adminis- Transfer Adminis- Transfer Adminis-
Advisory Agency trative Advisory Agency trative Advisory Agency trative
Portfolio Fees Fees Fees Fees Fees Fees Fees Fees Fees

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INVESCO Intermediate
Government Bond $ 226,874 $ 204,187 $ 15,672 $268,593 $251,070 $16,115 $235,160 $156,123 $15,879
^
INVESCO Value Equity $3,080,351 $ 918,694 $ 71,607 $2,250,039 $610,115 $55,001 $1,382,049 $282,255 $37,641
^
INVESCO Total Return $13,926,522 $3,767,444 $367,796 $9,140,227 $2,332,422 $224,249 $6,025,905 $953,383 $137,623 ^

</TABLE>

<PAGE>

Officers and Trustees of the Trust. The overall direction and supervision
of the Trust is the responsibility of the board of trustees, which has the
primary duty of seeing that the general investment policies and programs of the
Trust are carried out and that the ^ Funds are properly administered. The
officers of the Trust, all of whom are officers and employees of, and are paid
by, ^ INVESCO, are responsible for the day-to-day administration of the Trust. ^
INVESCO, along with ICM, has the primary responsibility for making investment
decisions on behalf of each of the Funds of the Trust. These investment
decisions are reviewed by the investment committee of ^ INVESCO.

All of the officers and trustees of the Trust hold comparable positions
with INVESCO ^ Blue Chip Growth Fund, Inc. (formerly, INVESCO ^ Growth Fund,
Inc.), INVESCO Bond Funds, Inc. (formerly, INVESCO Income Fund, Inc.), INVESCO
Combination Stock and Bond Funds, Inc. (formerly INVESCO Flexible Funds, Inc.),
INVESCO Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc.^,
INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO
Money Market Funds, Inc., INVESCO ^ Sector Funds, Inc. (formerly, INVESCO
Strategic Portfolios, Inc.), INVESCO Specialty Funds, Inc., INVESCO ^ Stock
Funds, Inc. (formerly, INVESCO Equity Funds, Inc.) and INVESCO Tax-Free Income
Funds, ^ Inc. In addition, all of the trustees of the Trust^ are also trustees
of INVESCO Treasurer's Series Trust. Set forth below is information with respect
to each of the Trust's officers and trustees. Unless otherwise indicated, the
address of the trustees and officers is Post Office Box 173706, Denver, Colorado
80217-3706. Their affiliations represent their principal occupations during the
past five years.

CHARLES W. BRADY,*+ Chairman of the Board. Chief Executive Officer and
Director of AMVESCAP PLC, London, England, and of various subsidiaries thereof.
Chairman of the Board of INVESCO ^ Global Health Sciences Fund. Address: 1315
Peachtree Street, NE, Atlanta, Georgia. Born: May 11, 1935.

FRED A. DEERING,+# Vice Chairman of the Board. ^ Trustee of INVESCO Global
Health Sciences Fund. Formerly, Chairman of the Executive Committee and Chairman
of the Board of Security Life of Denver Insurance Company, Denver, Colorado;
Director of ING America Life Insurance Company^. Address: Security Life Center,
1290 Broadway, Denver, Colorado. Born: January 12, 1928.

VICTOR L. ANDREWS,**@ Trustee. Professor Emeritus, Chairman Emeritus and
Chairman of the CFO Roundtable of the Department of Finance at Georgia State
University, Atlanta, Georgia; President, Andrews Financial Associates, Inc.
(consulting firm); since October 1984, Director of the Center for the Study of
Regulated Industry at Georgia State University; formerly, member of the
faculties of the Harvard Business School and the Sloan School of Management of
MIT. Dr. Andrews is also a Director of the Southeastern Thrift and Bank Fund,
Inc. and The Sheffield Funds, Inc. Address: ^ 34 Seawatch Drive, ^ Savannah,
Georgia. Born: June 23, 1930.

<PAGE>

BOB R. BAKER,+** Trustee. President and Chief Executive Officer of AMC
Cancer Research Center, Denver, Colorado, since January 1989; until mid-December
1988, Vice Chairman of the Board of First Columbia Financial Corporation (a
financial institution), Englewood, Colorado. Formerly, Chairman of the Board and
Chief Executive Officer of First Columbia Financial Corporation. Address: ^ 1600
Pierce Street, ^ Lakewood, Colorado. Born: August 7, 1936.

LAWRENCE H. BUDNER,#@@ Trustee. Trust Consultant; prior to June 30, 1987,
Senior Vice President and Senior Trust Officer of InterFirst Bank, Dallas,
Texas. Address: 7608 Glen Albens Circle, Dallas, Texas. Born: July 25, 1930.

WENDY L. GRAMM, Ph.D.,**@ Trustee. Self-employed (since 1993); Professor of
Economics and Public Administration, University of Texas at Arlington. Formerly,
Chairman, Commodity Futures Trading Commission from 1988 to 1993, administrator
for Information and Regulatory Affairs at the Office of Management and Budget
from 1985 to 1988, Executive Director of the Presidential Task Force on
Regulatory Relief and Director of the Federal Trade Commission's Bureau of
Economics. Dr. Gramm is also a director of the Chicago Mercantile Exchange,
Enron Corporation, IBP, Inc., State Farm Insurance Company, State Farm Life
Insurance Company, Independant Women's Forum, International Republic Institute,
and the Republican Women's Federal Forum. Dr. Gramm is also a member of the
Board of Visitors, College of Business Administration, University of Iowa, and a
member of the Board of Visitors, Center for Study of Public Choice, George Mason
University. Address: 4201 Yuma Street, N.W., Washington, D.C. Born: January 10,
1945.

^ KENNETH T. KING,#+@@ Trustee. Formerly, Chairman of the Board of The
Capitol Life Insurance Company, Providence Washington Insurance Company, and
Director of numerous subsidiaries thereof in the U.S. Formerly, Chairman of the
Board of The Providence Capitol Companies in the United Kingdom and Guernsey.
Chairman of the Board of the Symbion Corporation (a high technology company)
until 1987. Address: 4080 North Circulo Manzanillo, Tucson, Arizona.
Born: November 16, 1925.

JOHN W. MCINTYRE,#+@@ Trustee. Retired. Formerly, Vice Chairman of the
Board of Directors of ^ The Citizens and Southern Corporation and Chairman of
the Board and Chief Executive Officer of ^ The Citizens and Southern Georgia
Corporation and Citizens and Southern National Bank. ^ Trustee of INVESCO Global
Health Sciences Fund and Gables Residential Trust. Address: 7 Piedmont Center,
Suite 100, Atlanta, Georgia. Born: September 14, 1930.

LARRY SOLL, Ph.D.,**@ Trustee. Retired. Formerly, Chairman of the Board
(1987 to 1994), Chief Executive Officer (1982 to 1989 and 1993 to 1994) and
President (1982 to 1989) of Synergen Corp. Director of Synergen since
incorporation in 1982. Director of ISD Pharmaceuticals, Inc., Trustee of INVESCO
Global Health Sciences Fund. Address: 345 Poorman Road, Boulder, Colorado. Born:
April 26, 1942.

<PAGE>

MARK H. WILLIAMSON, +* President, CEO and Director. President, CEO and
Director of IDI; President, CEO and Director of INVESCO and President of INVESCO
Global Health Sciences Fund. Formerly, Chairman and CEO of NationsBanc Advisors,
Inc. (1995 to 1997) and Chairman of NationsBanc Investments, Inc. (1997 to
1998). Born: May 24, 1951.

GLEN A. PAYNE, Secretary. Senior Vice President (since 1995), General
Counsel ^(since 1989) and Secretary (since 1989) of INVESCO and Senior Vice
President, Secretary and General Counsel of IDI (since 1997); Vice President
(May 1989 to April 1995) of INVESCO ^; Senior Vice President (1995 to 1998),
Secretary (1989 to 1998) and General Counsel (1989 to 1998) of ITC. Formerly,
employee of a U.S. regulatory agency, Washington, D.C., (June 1973 through May
1989). Born: September 25, 1947.

RONALD L. GROOMS, Treasurer. Senior Vice President and Treasurer of INVESCO
^(since 1988). Senior Vice President and Treasurer of ^ IDI (since 1997). Senior
Vice President and Treasurer of ITC (1988 to 1998). Born: October 1, 1946.

WILLIAM J. GALVIN, JR., Assistant Secretary. Senior Vice President of
INVESCO ^(since 1995) and of IDI (since 1997) and formerly, Trust Officer of ITC
(1995 to 1998) and Vice President of INVESCO ^(1992 to 1995). Formerly, Vice
President of 440 Financial Group from June 1990 to August 1992; Assistant Vice
President of Putnam Companies from November 1986 to June 1990. Born: August 21,
1956.

ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO ^(since
1984) ^. Formerly, Trust Officer of ^ ITC. Born:September 14, 1941.

JUDY P. WIESE, Assistant Treasurer. Vice President of INVESCO ^(since 1984)
and of ^ IDI (since 1997) ^. Formerly, Trust Officer of ^ ITC. Born: February 3,
1948.

*These directors are "interested persons" of the Trust as
defined in the 1940 Act.

#Member of the audit committee of the Trust.

@Member of the derivatives committee of the Trust.

@@Member of the soft dollar brokerage committee of the Trust.

+Member of the executive committee of the Trust. On occasion, the executive
committee acts upon the current and ordinary business of the Trust between
meetings of the board of trustees. Except for certain powers which, under
applicable law, may only be exercised by the full board of trustees, the
executive committee may exercise all powers and authority of the board of
trustees in the management of the business of the Trust. All decisions are
subsequently submitted for ratification by the board of trustees.

<PAGE>

**Member of the management liaison committee of the Trust.

As of ^ October 19, ^ 1998, officers and trustees of the Trust, as a group,
beneficially owned less than 1% of the Trust's outstanding shares and less than
1% of any Fund's outstanding shares.

Director Compensation

The following table sets forth, for the fiscal year ended August 31, ^
1998, the compensation paid by the Trust to its eligible independent trustees
for services rendered in their capacities as trustees of the Trust; the benefits
accrued as Trust expenses with respect to the Defined Benefit Deferred
Compensation Plan discussed below; and the estimated annual benefits to be
received by these trustees upon retirement as a result of their service to the
Trust. In addition, the table sets forth the total compensation paid by all of
the mutual funds distributed by ^ IDI and advised by INVESCO (including the
Funds), ^ INVESCO Treasurer's Series Trust and INVESCO Global Health Sciences
Fund (collectively, the "INVESCO Complex") to these trustees for services
rendered in their capacities as directors or trustees during the year ended
December 31, ^ 1997. As of December 31, ^ 1997, there were 49 funds in the
INVESCO Complex. ^

Total
Compensa-
Benefits Estimated tion From
Aggregate Accrued As Annual INVESCO
Compensa- Part of Benefits Complex
tion From Trust Upon Paid To
Trust(1) Expenses(2) Retirement(3) Trustees(1)

Fred A.Deering, ^ $9,418 $5,735 $3,680 $113,350
Vice Chairman of
the Board

Victor L. Andrews ^ 9,004 5,420 4,260 92,700

Bob R. Baker ^ 9,568 4,840 5,709 96,050

Lawrence H. Budner ^ 8,697 5,420 4,260 91,000

Daniel D. Chabris (4) 9,106 5,858 3,179 89,350

Wendy L. Gramm 8,368 0 0 39,000

Kenneth T. King 8,085 5,956 3,338 94,350

<PAGE>

John W. McIntyre 8,486 0 0 104,000

Larry Soll 8,486 0 0 78,000
------ ------- ------- -------

Total $79,218 $33,229 $24,426 $797,800

% of Net Assets 0.0027%(5) 0.0011%(5) 0.0046%(6)

(1)The vice chairman of the board, the chairmen of the audit, management
liaison, derivatives, soft dollar brokerage and compensation committees^ and the
members of the executive and valuation committees^ each receive compensation for
serving in such capacities in addition to the compensation paid to all
independent trustees.

(2)Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the election
of the trustees.

(3)These figures represent the Trust's share of the estimated annual
benefits payable by the INVESCO Complex (excluding INVESCO Global Health
Sciences Fund which does not participate in ^ this retirement plan) upon the
trustees' retirement, calculated using the current method of allocating trustee
compensation among the funds in the INVESCO Complex. These estimated benefits
assume retirement at age 72 and that the basic retainer payable to the trustees
will be adjusted periodically for inflation, for increases in the number of
funds in the INVESCO Complex and for other reasons during the period in which
retirement benefits are accrued on behalf of the respective trustees. This
results in lower estimated benefits for trustees who are closer to retirement
and higher estimated benefits for trustees who are further from retirement. With
the exception of ^ Drs. Soll and Gramm, each of these trustees has served as a
director/trustee of one or more of the funds in the INVESCO Complex for the
minimum five-year period required to be eligible to participate in the Defined
Benefit Deferred Compensation Plan.

^ (4)Mr. Chabris retired as a trustee effective September 30, 1998.

(5)Total as a percentage of the Trust's net assets as of August 31, ^ 1998.

(6)Total as a percentage of the net assets of the INVESCO Complex as of
December 31, ^ 1997.

Messrs. Brady and ^ Williamson, as "interested persons" of the Trust ^,
the Funds and other funds in the INVESCO Complex, receive compensation as
officers or employees of ^ INVESCO or its affiliated companies and do not
receive any trustee's fees or other compensation from the Trust or other funds
in the INVESCO Complex for their services as trustees.

<PAGE>

The boards of directors/trustees of the mutual funds managed by ^ INVESCO
and INVESCO Treasurer's Series Trust have adopted a Defined Benefit Deferred
Compensation Plan for the non-interested directors and trustees of the funds.
Under this plan, each director or trustee who is not an interested person of the
funds (as defined in the 1940 Act) and who has served for at least five years (a
"qualified director") is entitled to receive, upon termination of service as a
director (normally upon retiring from the boards at the retirement age of 72^),
or the retirement age of 73 to 74, if the retirement date is extended by the
boards for one or two years, but less than three years) continuation of payment
for one year (the "first year retirement benefit") of the annual basic retainer
and annualized board meeting fees payable by the funds to the qualified trustee
at the time of his or her retirement (the "basic retainer"). Commencing with any
such trustee's second year of retirement, and commencing with the first year of
retirement of a trustee whose retirement has been extended by the board for
three years, a qualified trustee shall receive quarterly payments at an annual
rate equal to ^ 50% of the basic retainer and annualized board meeting fees.
These payments will continue for the remainder of the qualified trustee's life
or ten years, whichever is longer (the "reduced retainer payments"). If a
qualified trustee dies or becomes disabled after age 72 and before age 74 while
still a trustee of the funds, the first year retirement benefit and the reduced
retainer payments will be made to him or her or to his or her beneficiary or
estate. If a qualified trustee becomes disabled or dies either prior to age 72
or during his or her 74th year while still a trustee of the funds, the trustee
will not be entitled to receive the first year retirement benefit; however, the
reduced retainer payments will be made to his or her beneficiary or estate. The
plan is administered by a committee of three trustees who are also participants
in the plan and one trustee who is not a plan participant. The cost of the plan
will be allocated among the INVESCO and Treasurer's Series Trust funds in a
manner determined to be fair and equitable by the committee. The Trust ^ began
making payments to Mr. Chabris on October 1, 1998. The Trust has no stock
options or other pension or retirement plans for management or other personnel
and pays no salary or compensation to any of its officers.

The independent trustees have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of the compensation
which they would otherwise have been paid as directors of selected INVESCO
Funds. The deferred amounts are being invested in the shares of all of the
INVESCO and INVESCO Treasurer's Series Trust Funds. Each independent trustee is,
therefore, an indirect owner of shares of each INVESCO and INVESCO Treasurer's
Series Trust Fund.

The Trust has an audit committee that is comprised of ^ four of the
trustees who are not interested persons of the Trust. The committee meets
periodically with the Trust's independent accountants and officers to review
accounting principles used by the Trust, the adequacy of internal controls, the
responsibilities and fees of the independent accountants, and other matters.

<PAGE>

The Trust ^ has a management liaison committee which meets quarterly with
various management personnel of ^ INVESCO in order (a) to facilitate better
understanding of management and operations of the Trust, and (b) to review legal
and operational matters which have been assigned to the committee by the board
of trustees, in furtherance of the board of trustees' overall duty of
supervision.

The Trust has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar brokerage transactions by the Funds, and to
review policies and procedures of the Funds' adviser with respect to soft dollar
brokerage transactions. It reports on these matters to the Trust's board of
trustees.

The Trust has a derivatives committee. The committee meets periodically to
review derivatives investments made by the Funds. It monitors derivatives usage
by the Funds and the procedures utilized by the Funds' adviser to ensure that
the use of such instruments follows the policies on such instruments adopted by
the Trust's board of trustees. It reports on these matters to the Trust's board
of trustees.

HOW SHARES CAN BE PURCHASED

^ Shares of each Fund are sold on a continuous basis at the net asset
value per share of the Fund next calculated after receipt of a purchase order in
good form. The net asset value per share of each Fund is computed once each day
that the New York Stock Exchange is open as of the close of regular trading on
that Exchange, but may also be computed at other times. See "How Shares Are
Valued."

^ The Trust has authorized one or more brokers to accept purchase orders
on the Funds' behalf. Such brokers are authorized to designate other
intermediaries to accept purchase orders on the Funds' behalf. The Funds will be
deemed to have received a purchase order when an authorized broker, or, if
applicable, a broker's authorized designee, accepts the order. A purchase order
will be priced at a Fund's net asset value next calculated after the order has
been accepted by an authorized broker or the broker's authorized designee.

IDI acts as the Fund's distributor under a distribution agreement with the
Trust ^ and bears all expenses, including the costs of printing and ^
distributing of prospectuses, incident to direct sales and distribution of ^
Fund shares on a no-load basis.

Distribution Plan. ^ As described in the Prospectuses, the Trust has
adopted a Plan and Agreement of Distribution (the "Plan") pursuant to Rule 12b-1
under the 1940 Act^. The Plan was approved on May 16, 1997^ with respect to the
Value Equity and Intermediate Government Bond Funds and February 3, 1998 with

<PAGE>

respect to the Total Return Fund, at meetings called for such purpose by a
majority of the trustees of the Trust, including a majority of the trustees who
neither are ^ "interested persons^" of the Trust nor have any financial interest
in the operation of the Plan ^("independent trustees"). The Plan was approved by
^ shareholders of ^ the Value Equity and Intermediate Government Bond Funds on
October 28, 1997^ and by shareholders of the Total Return Fund on May 6, 1998.

The Plan provides that these Funds may make monthly payments to IDI of
amounts computed at an annual rate no greater than 0.25% of each Fund's ^ new
sales of shares, exchanges into the Fund and reinvestments of dividends and
capital gain distributions added on or after November 1, 1997 ^ with respect to
the Value Equity and Intermediate Government Bond Funds and June 1, 1998 with
respect to the Total Return Fund to compensate IDI for expenses incurred by it
in connection with the distribution of a ^ Fund's shares to investors.

Payment ^ by a Fund under the Plan, for any month, may only be made to
compensate ^ IDI for permissible activities engaged in and services provided by
IDI during the rolling 12-month period in which that month falls. All
distribution expenses paid by the Funds for the fiscal year ended August 31,
1998 were paid to IDI. For the fiscal year ended August 31, ^ 1998, the
Intermediate Government Bond Fund, Total Return Fund and Value Equity Fund
incurred $24,404, $46,730 and $441,207 in distribution expenses, respectively,
prior to the voluntary absorption of certain Fund expenses by INVESCO. In
addition, as of August 31, 1998, the Intermediate Government Bond Fund, Total
Return Fund and Value Equity Fund incurred $4,814, $54,925 and $79,421,
respectively, of additional distribution accruals which will be paid during the
fiscal year ended August 31, 1999. As noted in the Prospectuses, one type of
expenditure ^ is the payment of compensation to securities companies^ and other
financial institutions and organizations, which may include ^ INVESCO-affiliated
companies, in order to obtain various distribution-related and/or administrative
services for the Funds. Each Fund is authorized by the Plan to use its assets to
finance the payments made to obtain those services. Payments will be made by IDI
to broker-dealers who sell shares of a Fund and may be made to banks, savings
and loan associations and other depository institutions. Although the
Glass-Steagall Act limits the ability of certain banks to act as underwriters of
mutual fund shares, the ^ Trust does not believe that these limitations would
affect the ability of such banks to enter into arrangements with IDI, but can
give no assurance in this regard. However, to the extent it is determined
otherwise in the future, arrangements with banks might have to be modified or
terminated, and, in that case, the size of one or more of the Funds possibly
could decrease to the extent that the banks would no longer invest customer
assets in a particular Fund. Neither the Trust nor its investment adviser will
give any preference to banks or other depository institutions which enter into
such arrangements when selecting investments to be made by each Fund.

<PAGE>

^ For the fiscal year ended August 31, ^ 1998, allocations of 12b-1
amounts paid by the Intermediate Government Bond Fund for the following
categories were: advertising -- $8,464; sales literature, printing and postage
- -- $4,164; direct mail -- $1,240; public relations/promotion -- $1,232;
compensation to securities dealers and other organizations -- $5,401; marketing
personnel -- $3,903. For the fiscal year ended August 31, 1998, allocations of
12b-1 amounts paid by the Total return Fund for the following categories were:
advertising -- $3,231; sales literature, printing and postage -- $6,483; direct
mail -- $1,079; public relations/promotion -- $12,038; compensation to
securities dealers and other organizations -- $0; marketing personnel --
$23,899. For the fiscal year ended August 31, 1998, allocations of 12b-1 amounts
paid by the Value Equity Fund ^ for the following categories were: advertising
- -- $98,563; sales literature, printing and postage -- $48,086; direct mail --
$13,779; public relations/promotion -- $15,542; compensation to securities
dealers and other organizations -- $219,445; marketing personnel -- $45,792.

The nature and scope of services which are provided by securities dealers
and other organizations may vary by dealer but include, among other things,
processing new stockholder account applications, preparing and transmitting to
the Trust's Transfer Agent computer ^ processable tapes of each Fund's
transactions by customers, serving as the primary source of information to
customers in answering questions concerning each Fund, and assisting in other
customer transactions with each Fund.

The Plan provides that it shall continue in effect with respect to each
Fund for so long as such continuance is approved at least annually by the vote
of the board of trustees cast in person at a meeting called for the purpose of
voting on such continuance. The Plan can also be terminated at any time with
respect to any Fund, without penalty, if a majority of the ^ independent
trustees, or shareholders of such Fund, vote to terminate the Plan. The Trust
may, in its absolute discretion, suspend, discontinue or limit the offering of
its shares of any Fund at any time. In determining whether any such action
should be taken, the board of trustees intends to consider all relevant factors
including, without limitation, the size of a particular Fund, the investment
climate for any particular Fund, general market conditions, and the volume of
sales and redemptions of a Fund's shares. The Plan may continue in effect and
payments may be made under the Plan following any such temporary suspension or
limitation of the offering of a Fund's shares; however, ^ none of the Funds is
contractually obligated to continue the Plan for any particular period of time.
Suspension of the offering of a Fund's shares would not, of course, affect a
shareholder's ability to redeem his shares. So long as the Plan is in effect,
the selection and nomination of persons to serve as independent trustees of the
Trust shall be committed to the independent trustees then in office at the time
of such selection or nomination. The Plan may not be amended to increase

<PAGE>

materially the amount of any Fund's payments thereunder without approval of
the shareholders of that Fund, and all material amendments to the Plan must be
approved by the board of trustees, including a majority of the ^ independent
trustees. Under the agreement implementing the Plan, IDI or the Funds, the
latter by vote of a majority of the ^ independent trustees, or of the holders of
a majority of a Fund's outstanding voting securities, may terminate such
agreement as to that Fund without penalty upon 30 days' written notice to the
other party. No further payments will be made by a Fund under the Plan in the
event of its termination as to that Fund.

To the extent that the Plan constitutes a plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act, it shall remain in effect as such, so
as to authorize the use of each Fund's assets in the amounts and for the
purposes set forth therein, notwithstanding the occurrence of an assignment, as
defined by the 1940 Act, and rules thereunder. To the extent it constitutes an
agreement pursuant to a plan, each Fund's obligation to make payments to IDI
shall terminate automatically, in the event of such "assignment," in which case
the Funds may continue to make payments pursuant to the Plan to IDI or another
organization only upon the approval of new arrangements, which may or may not be
with IDI, regarding the use of the amounts authorized to be paid by it under the
Plan, by the trustees, including a majority of the ^ independent trustees, by a
vote cast in person at a meeting called for such purpose.

Information regarding the services rendered under the Plan and the amounts
paid therefor by the Funds are provided to, and reviewed by, the trustees on a
quarterly basis. On an annual basis, the trustees consider the continued
appropriateness of the Plan and the level of compensation provided therein.

The only trustees or interested persons, as that term is defined in
Section 2(a)(19) of the 1940 Act, of the Trust who have a direct or indirect
financial interest in the operation of the Plan are the officers and trustees of
the Trust listed herein under the section entitled "The Fund And Its
Management--Officers and Trustees of the Trust" who are also officers either of
IDI or companies affiliated with IDI. The benefits which the Trust believes will
be reasonably likely to flow to it and its shareholders under the Plan include
the following:

(1) Enhanced marketing efforts, if successful, should result in
an increase in net assets through the sale of additional
shares and afford greater resources with which to pursue the
investment objectives of the Funds;

(2) The sale of additional shares reduces the likelihood that
redemption of shares will require the liquidation of
securities of the Funds in amounts and at times that are
disadvantageous for investment purposes;

<PAGE>

(3) The positive effect which increased Fund assets will have on
its revenues could allow ^ INVESCO and its affiliated
companies:

(a) To have greater resources to make the financial commitments
necessary to improve the quality and level of each Fund's
shareholder services (in both systems and personnel),

(b) To increase the number and type of mutual funds available to
investors from ^ INVESCO and its affiliated companies (and
support them in their infancy), and thereby expand the
investment choices available to all shareholders, and

(4) Increased Fund assets may result in reducing each investor's
share of certain expenses through economies of scale (e.g.
exceeding established breakpoints in the advisory fee
schedule and allocating fixed expenses over a larger asset
base), thereby partially offsetting the costs of the Plan.

HOW SHARES ARE VALUED

As described in the section of each Fund's Prospectus entitled "How Shares
Can Be Purchased," the net asset value of shares of each Fund of the Trust is
computed once each day that the New York Stock Exchange is open as of the close
of regular trading on that Exchange (generally 4:00 p.m., New York time) and
applies to purchase and redemption orders received prior to that time. Net asset
value per share is also computed on any other day on which there is a sufficient
degree of trading in the securities held by a Fund that the current net asset
value per share might be materially affected by changes in the value of the
securities held, but only if on such day the Trust receives a request to
purchase or redeem shares of that Fund. Net asset value per share is not
calculated on days the New York Stock Exchange is closed, such as federal
holidays including New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The net asset value per share of each Fund is calculated by dividing the
value of all securities held by that Fund and its other assets (including
dividends and interest accrued but not collected), less the Fund's liabilities
(including accrued expenses), by the number of outstanding shares of that Fund.^
Securities traded on national securities exchanges, the NASDAQ National Market
System, the NASDAQ Small Cap market and foreign markets are valued at their last
sale prices on the exchanges or markets where such securities are primarily
traded. Securities traded in the over-the-counter market for which last sale

<PAGE>

prices are not available, and listed securities for which no sales were
reported on a particular date, are valued at their highest closing bid prices
(or, for debt securities, yield equivalents thereof) obtained from one or more
dealers making markets for such securities. If market quotations are not readily
available, securities or other assets will be valued at their fair values as
determined in good faith by the Trust's board of trustees or pursuant to
procedures adopted by the board of trustees. The above procedures may include
the use of valuations furnished by a pricing service which employs a matrix to
determine valuations for normal institutional-size trading units of debt
securities. Prior to utilizing a pricing service, the Trust's board of trustees
reviews the methods used by such service to assure itself that securities will
be valued at their fair values. The Trust's board of trustees also periodically
monitors the methods used by such pricing services. Debt securities with
remaining maturities of 60 days or less at the time of purchase are normally
valued at amortized cost.

The value of securities and other assets held by each Fund^ used in
computing net asset value^ generally is determined as of the time regular
trading in such securities or assets is completed each day. ^ Because regular
trading in most foreign securities markets is completed simultaneously with, or
prior to, the close of regular trading on the New York Stock Exchange, closing
prices for foreign securities usually are available for purposes of computing
the Funds' net asset value. However, in the event that the closing price of a
foreign security is not available in time to calculate a Fund's net asset value
on a particular day, the Trust's board of trustees has authorized the use of the
market price for the security obtained from an approved pricing service at an
established time during the day which may be prior to the close of regular
trading in the security. The value of all assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at the spot
rate of such currencies against U.S. dollars provided by an approved pricing
service.

^ FUND PERFORMANCE

As discussed in the section of each Fund's Prospectus entitled
"Performance Data," all of the Funds advertise their total return performance.
In addition, the INVESCO Intermediate Government Bond Fund advertises its yield.
The average annual total return as of August 31, ^ 1998 for shares of each of
the following Funds for the periods listed below were as follows:

Portfolio 1 Year 5 Years 10 Years
- --------- ------ ------- --------
INVESCO Intermediate

Government Bond Fund 7.92% 5.47% 7.73% ^
INVESCO Total Return Fund ^(-1.06)% 14.60% 13.71%
INVESCO Value Equity Fund 6.02% 13.72% 13.41%

Average annual total return performance for each Fund reflects the
deduction of a proportional share of Trust expenses allocated to the Fund for

<PAGE>

the periods indicated. In each case, average annual total return was
computed by finding the average annual compounded rates of return that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:

P(1 + T)exponent n = ERV

where: P = initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment

The average annual total return performance figures shown above were
determined by solving the above formula for "T" for each time period and Fund
indicated.

The yield of the INVESCO Intermediate Government Bond Fund for the 30 days
ended August 31, ^ 1998, was ^ 4.71%. This yield was computed by dividing the
net investment income per share earned during the period as calculated according
to a prescribed formula by the net asset value per share on August 31, ^ 1998.

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles, including
certificates of deposit, may be provided to prospective investors and
shareholders.

From time to time, evaluations of performance made by independent sources
may also be used in advertisements, sales literature or shareholder reports,
including reprints of, or selections from, editorials or articles about the
Funds. Sources for Fund performance information and articles about the Funds
include, but are not limited to, the following:

American Association of Individual Investors' Journal
Banxquote
Barron's
Business Week
CDA Investment Technologies
CNBC
CNN
Consumer Digest
Financial Times
Financial World
Forbes
Fortune
Ibbotson Associates, Inc.
Institutional Investor
Investment Company Data, Inc.
Investor's Business Daily
Kiplinger's Personal Finance
Lipper Analytical Services, Inc.'s Mutual Fund Performance
Analysis
Money

<PAGE>

Morningstar
Mutual Fund Forecaster
No-Load Analyst
No-Load Fund X
Personal Investor
Smart Money
The New York Times
The No-Load Fund Investor
U.S. News and World Report
United Mutual Fund Selector
USA Today
Wall Street Journal
Wiesenberger Investment Companies Services
Working Woman
Worth

SERVICES PROVIDED BY THE TRUST

Periodic Withdrawal Plan. As described in the section of each Fund's
Prospectus entitled "Services Provided by the ^ Fund," each Fund offers a
Periodic Withdrawal Plan. All dividends and other distributions on shares owned
by shareholders participating in this Plan are reinvested in additional shares.
Since withdrawal payments represent the proceeds from sales of shares, the
amount of shareholders' investments in the Trust will be reduced to the extent
that withdrawal payments exceed dividends and other distributions paid and
reinvested. Any gain or loss on such redemptions must be reported for tax
purposes. In each case, shares will be redeemed at the close of business on or
about the 20th day of each month preceding payment and payments will be mailed
within five business days thereafter.

The Periodic Withdrawal Plan involves the use of principal and is not a
guaranteed annuity. Payments under such a Plan do not represent income or a
return on investment.

Participation in the Periodic Withdrawal Plan may be terminated at any
time by sending a written request to ^ INVESCO. Upon termination, all future
dividends and capital gain distributions will be reinvested in additional shares
unless a shareholder requests otherwise.

Exchange Policy. As discussed in the section of each Fund's Prospectus
entitled "Services Provided by the ^ Fund," each Fund offers shareholders the
ability to exchange shares of any Fund of the Trust for shares of certain other
mutual funds advised by ^ INVESCO. Exchange requests may be made either by
telephone or by written request to ^ INVESCO using the telephone number or
address on the cover of this Statement of Additional Information. Exchanges made
by telephone must be in an amount of at least $250, if the exchange is being
made into an existing account of one of the INVESCO funds. All exchanges that
establish a new account must meet the fund's applicable initial minimum
investment requirements. Written exchange requests into an existing account have

<PAGE>

no minimum requirements other than the fund's applicable minimum subsequent
investment requirements. Any gain or loss realized on such an exchange is
recognized for federal income tax purposes. This ^ ability is not an option or
right to purchase securities^ and is not available in any state or other
jurisdiction where the shares of the mutual fund into which transfer is to be
made are not qualified for sale, or when the net asset value of the shares
presented for exchange is less than the minimum dollar purchase required by the
appropriate prospectus.

TAX-DEFERRED RETIREMENT PLANS

As described in the section of each Fund's Prospectus entitled "Services
Provided by the ^ Fund," shares of ^ a Fund may be purchased as the investment
medium for various tax-deferred retirement plans. Persons who request
information regarding these plans from ^ INVESCO will be provided with prototype
documents and other supporting information regarding the type of plan requested.
Each of these plans involves a long-term commitment of assets and is subject to
possible regulatory penalties for excess contributions, premature distributions
or for insufficient distributions after age 70-1/2. The legal and tax
implications may vary according to the circumstances of the individual investor.
Therefore, the investor is urged to consult with an attorney or tax adviser
prior to the establishment of such a plan.

HOW TO REDEEM SHARES

Normally, payments for shares redeemed will be mailed within seven ^ days
following receipt of the required documents as described in the section of each
Fund's Prospectus entitled "How To Redeem Shares." The right of redemption may
be suspended and payment postponed when: (a) the New York Stock Exchange is
closed for other than customary weekends and holidays; (b) trading on that
exchange is restricted; (c) an emergency exists as a result of which disposal by
the Trust of securities owned by it is not reasonably practicable, or it is not
reasonably practicable for the Trust fairly to determine the value of its net
assets; or (d) the Securities and Exchange Commission ("SEC") by order so
permits.

The Trust has authorized one or more brokers to accept redemption orders
on the Funds' behalf. Such brokers are authorized to designate other
intermediaries to accept redemption orders on the Funds' behalf. The Funds will
be deemed to have received a redemption order when an authorized broker, or, if
applicable, a broker's authorized designee, accepts the order. A redemption
order will be priced at a Fund's net asset value next calculated after the order
has been accepted by an authorized broker or the broker's authorized designee.

It is possible that in the future conditions may exist which would, in the
opinion of the Trust's investment adviser, make it undesirable for a Fund to pay
for redeemed shares in cash. In such cases, the Trust's investment adviser may

<PAGE>

authorize payment to be made in portfolio securities or other property of
the Fund. However, the Trust is obligated under the 1940 Act to redeem for cash
all shares of a Fund presented for redemption by any one shareholder having a
value up to $250,000 (or 1% of the applicable Fund's net assets if that is less)
in any 90-day period. Securities delivered in payment of redemptions are
selected entirely by the Trust's investment adviser based on what is in the best
interests of the Trust and its shareholders, and are valued at the value
assigned to them in computing the Fund's net asset value per share. Shareholders
receiving such securities are likely to incur brokerage costs on their
subsequent sales of the securities.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

Each Fund intends to continue to conduct its business and satisfy the
applicable diversification of assets and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). Each Fund so qualified for the
taxable year ended August 31, ^ 1998, and intends to continue to qualify during
its current taxable year. As a result, ^ it is anticipated that the Funds will
pay no federal income or excise taxes and that the Funds will be accorded
conduit or "pass through" treatment for federal income tax purposes.

Dividends paid by the Funds from net investment income as well as
distributions of net realized short-term capital gains and net realized gains
from certain foreign currency transactions are, for federal income tax purposes,
taxable as ordinary income to shareholders. After the end of each calendar year,
each Fund sends shareholders information regarding the amount and character of
dividends paid in the year.

Distributions by ^ each Fund of net capital gain (the excess of net
long-term capital gain over net short-term capital loss) are, for federal income
tax purposes, taxable to the shareholder as long-term capital gains regardless
of how long a shareholder has held shares of ^ the Fund. ^ During 1997, the
Taxpayer Relief Act ^ established a new maximum capital gains tax rate of 20%.
Depending on the holding period of the asset giving rise to the gain, a capital
gain was taxable at a maximum rate of either 20% or 28%. Beginning January 1,
1998, all long-term gains realized on the sale of securities held for more than
^ 12 months will be taxable at a maximum rate of 20%. In addition, legislation
signed in October 1998 provides that all capital gain distributions from a
mutual fund paid to shareholders during 1998 will be taxed at a maximum rate of
20%. Accordingly, all capital gain distributions paid in 1998 will be taxable at
a maximum rate of 20%. Note that the rate of capital gains tax is dependent on
the shareholder's marginal tax rate and may be lower than the above rates. At
the end of each year, information regarding the tax status of dividends and
other distributions is provided to shareholders. Shareholders should consult
their tax advisers as to the effect of ^ distributions by ^ a Fund.

<PAGE>

All dividends and other distributions are regarded as taxable to the
investor, regardless of whether such dividends and distributions are reinvested
in additional shares of ^ one of the Funds or another Fund in the INVESCO group.
The net asset value of Fund shares reflects accrued net investment income and
undistributed realized capital and foreign currency gains; therefore, when a
distribution is made, the net asset value is reduced by the amount of the
distribution. If the net asset value of Fund shares were reduced below a
shareholder's cost as a result of a distribution, such distribution would be
taxable to the shareholder although a portion would be, in effect, a return of
invested capital. If shares are purchased shortly before a distribution, the
full price for the shares will be paid and some portion of the price may then be
returned to the shareholder as a taxable dividend or capital gain. However, the
net asset value per share will be reduced by the amount of the distribution,
which would reduce any ^ gain (or increase any ^ loss) for tax purposes on any
subsequent redemption of shares ^.

^ INVESCO may provide Fund shareholders ^ with information concerning the
average cost basis of their shares in order to help them prepare their tax
returns. This information is intended as a convenience to shareholders and will
not be reported to the Internal Revenue Service (the "IRS"). The IRS permits the
use of several methods to determine the cost basis of mutual fund shares. The
cost basis information provided by ^ INVESCO will be computed using the
single-category average cost method, although neither ^ INVESCO nor the Fund
recommends any particular method of determining cost basis. Other methods may
result in different tax consequences. If a shareholder has reported gains or
losses ^ for a Fund in past years, the shareholder must continue to use the cost
basis method previously used unless the shareholder applies to the IRS for
permission to change the method.

If Fund shares are sold at a loss after being held for six months or less,
the loss will be treated as a long-term, instead of short-term, capital loss to
the extent of any capital gain distributions received on those shares.

Each Fund will be subject to a non-deductible 4% excise tax to the extent
it fails to distribute by the end of any calendar year substantially all of it
ordinary income for that year and net capital gains for the one-year period
ending on October 31 of that year, plus certain other amounts.

Dividends and interest received by each Fund may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and many foreign countries do not imposes taxes on capital gains in
respect of investments by foreign investors. Foreign taxes withheld will be
treated as an expense of the Fund.

<PAGE>

Each Fund may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation (other than a controlled
foreign corporation) that, in general, meets either of the following tests: (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its assets produce, or are held for the production of, passive income. Under
certain circumstances, a Fund will be subject to federal income tax on a portion
of any "excess distribution" received on the stock of a PFIC or of any gain on
disposition of the stock (collectively "PFIC income"), plus interest thereon,
even if the Fund distributes the PFIC income as a taxable dividend to its
shareholders. The balance of the PFIC income will be included in the Fund's
investment company taxable income and, accordingly, will not be taxable to the
Fund to the extent that income is distributed to its shareholders.

Each Fund may elect to "mark-to-market" its stock in any PFIC.
Marking-to-market, in this context, means including in ordinary income for each
taxable year the excess, if any, of the fair market value of the PFIC stock over
the Fund's adjusted tax basis therein as of the end of that year. Once the
election has been made, a Fund also will be allowed to deduct from ordinary
income the excess, if any, of its adjusted basis in PFIC stock over the fair
market value thereof as of the end of the year, but only to the extent of any
net mark-to-market gains with respect to that PFIC stock included by the Fund
for prior taxable years beginning after December 31, 1997. The Fund's adjusted
tax basis in each PFIC's stock with respect to which it makes this election will
be adjusted to reflect the amounts of income included and deductions taken under
the election.

Gains or losses (1) from the disposition of foreign currencies, (2) from
the disposition of debt securities denominated in foreign currency that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time
the Fund accrues interest, dividends or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses may increase or
decrease the amount of the Fund's investment company taxable income to be
distributed to its shareholders.

Shareholders should consult their own tax advisers regarding specific
questions as to federal, state and local taxes. Dividends and other
distributions generally will be subject to applicable state and local taxes.
Qualification as a regulated investment company under the Code for federal
income tax purposes does not entail government supervision of management or
investment policies.

<PAGE>

INVESTMENT PRACTICES

Portfolio Turnover. There are no fixed limitations regarding portfolio
turnover for any of the Trust's Funds. Brokerage costs to the Trust are
commensurate with the rate of portfolio activity. Portfolio turnover rates for
the fiscal years ended August 31, 1998, 1997^ and 1996 ^, were as follows:

Fund 1998 1997 1996 ^
- ---- ---- ---- ----

INVESCO Intermediate

Government Bond 57% 37% 63%
^ INVESCO Total Return 17% 4% 10%
INVESCO Value Equity 48% 37% 27%
^
In computing the portfolio turnover rate, all investments with maturities
or expiration dates at the time of acquisition of one year or less are excluded.
Subject to this exclusion, the turnover rate is calculated by dividing ^(a) the
lesser of purchases or sales of portfolio securities for the fiscal year by ^(b)
the monthly average of the value of portfolio securities owned by the Fund
during the fiscal year.

Placement of Portfolio Brokerage. ^ INVESCO, as the Funds' investment
adviser, and ICM, as sub-adviser of the Funds under the direct supervision of ^
INVESCO, place orders for the purchase and sale of securities with brokers and
dealers based upon ^ INVESCO's or ICM's evaluation of such ^ brokers' and
dealers' financial responsibility subject to their ability to effect
transactions at the best available prices. ^ INVESCO or ICM evaluates the
overall reasonableness of brokerage commissions paid by reviewing the quality of
executions obtained on the Trust's portfolio transactions, viewed in terms of
the size of transactions, prevailing market conditions in the security purchased
or sold, and general economic and market conditions. In seeking to ensure that
the commissions charged the Trust are consistent with prevailing and reasonable
commissions, ^ INVESCO or ICM also endeavors to monitor brokerage industry
practices with regard to the commissions charged by ^ brokers and dealers on
transactions effected for other comparable institutional investors. While ^
INVESCO or ICM seeks reasonably competitive rates, the Trust does not
necessarily pay the lowest commission or spread available.

Consistent with the standard of seeking to obtain the best execution on
portfolio transactions, ^ INVESCO or ICM may select brokers that provide
research services to effect such transactions. Research services consist of
statistical and analytical reports relating to issuers, industries, securities
and economic factors and trends, which may be of assistance or value to ^
INVESCO and ICM in making informed investment decisions. Research services
prepared and furnished by brokers through which the Funds effect securities
transactions may be used by ^ INVESCO or ICM in servicing all of their
respective accounts and not all such services may be used by ^ INVESCO or ICM in
connection with the Funds.

<PAGE>

In recognition of the value of the above-described brokerage and research
services provided by certain brokers, ^ INVESCO or ICM, consistent with the
standard of seeking to obtain the best execution ^ of portfolio transactions,
may place orders with such brokers for the execution of Trust transactions on
which the commissions are in excess of those which other brokers might have
charged for effecting the same transactions.

^ Portfolio transactions may be effected through qualified ^ brokers and
dealers ^ that recommend the ^ Funds to their clients, or ^ that act as agent in
the purchase of any of the ^ Fund's shares for their clients. When a number of
brokers and dealers can provide comparable best price and execution on a
particular transaction, the Trust's adviser or sub-adviser may consider the sale
of ^ Fund shares by a broker or dealer in selecting among qualified ^ brokers
and dealers.

Certain financial institutions (including brokers who may sell shares of
the Funds, or affiliates of such brokers) are paid a fee (the "Services Fee")
for recordkeeping, shareholder communications and other services provided by the
brokers to investors purchasing shares of the Funds through no transaction fee
programs ("NTF Programs") offered by the financial institution or its ^
affiliated broker (an "NTF Program Sponsor"). The Services Fee is based on the
average daily value of the investments in each Fund made in the name of such NTF
Program Sponsor and held in omnibus accounts maintained on behalf of investors
participating in the NTF Program. With respect to certain NTF Programs, the
trustees of the Trust have authorized the ^ Funds to apply dollars generated
from the Trust's Plan and Agreement of Distribution pursuant to Rule 12b-1 under
the 1940 Act (the "Plan") to pay the entire Services Fee, subject to the maximum
Rule 12b-1 fee permitted by the Plan. With respect to other NTF Programs, the
Trust's trustees have authorized all Funds to pay transfer agency fees to ^
INVESCO based on the number of investors who have beneficial interests in the
NTF Program Sponsor's omnibus accounts in the Funds. ^ INVESCO, in turn, pays
these transfer agency fees to the NTF Program Sponsor as a sub-transfer agency
or recordkeeping fee in payment of all or a portion of the Services Fee. In the
event that the sub-transfer agency or recordkeeping fee is insufficient to pay
all of the Services Fee with respect to these NTF Programs, the trustees of the
Trust have authorized the Trust to apply dollars generated from the Plan to pay
the remainder of the Services Fee, subject to the maximum Rule 12b-1 fee
permitted by the Plan. ^ INVESCO itself pays the portion of each Fund's Services
Fee, if any, that exceeds the sum of the sub-transfer agency or recordkeeping
fee and Rule 12b-1 fee. The Trust's trustees have further authorized ^ INVESCO
to place a portion of each Fund's brokerage transactions with certain NTF
Program Sponsors or their affiliated brokers, if ^ INVESCO reasonably believes
that, in effecting the Fund's transactions in portfolio securities, the broker
is able to provide the best execution of orders at the most favorable prices. A
portion of the commissions earned by such a broker from executing portfolio

<PAGE>

transactions on behalf of the Funds may be credited by the NTF Program
Sponsor against its Services Fee. Such credit shall be applied first against any
sub-transfer agency or recordkeeping fee payable with respect to the Funds, and
second against any Rule 12b-1 fees used to pay a portion of the Services Fee, on
a basis which has resulted from negotiations between ^ INVESCO or IDI and the
NTF Program Sponsor. Thus, the Funds pay sub-transfer agency or recordkeeping
fees to the NTF Program Sponsor in payment of the Services Fee only to the
extent that such fees are not offset by a Fund's credits. In the event that the
transfer agency fee paid by the Funds to ^ INVESCO with respect to investors who
have beneficial interests in a particular NTF Program Sponsor's omnibus accounts
in a Fund exceeds the Services Fee applicable to the Fund, after application of
credits, ^ INVESCO may carry forward the excess and apply it to future Services
Fees payable to that NTF Program Sponsor with respect to a Fund. The amount of
excess transfer agency fees carried forward will be reviewed for possible
adjustment by ^ INVESCO prior to each fiscal year-end of the Funds. The Trust's
board of trustees has also authorized the ^ Funds to pay to IDI the full Rule
12b-1 fees contemplated by the Plan to compensate IDI for expenses incurred by
IDI in engaging in the activities and providing the services on behalf of the
Funds contemplated by the Plan, subject to the maximum Rule 12b-1 fee permitted
by the Plan, notwithstanding that credits have been applied to reduce the
portion of the 12b-1 fee that would have been used to compensate IDI for
payments to such NTF Program Sponsor absent such credits.

The aggregate dollar amount of brokerage commissions paid by the
Intermediate Government Bond, Value Equity and Total Return Funds for the fiscal
year ended August 31, ^ 1998 were $0, ^ $194,473 and ^ $330,263, respectively.
For the fiscal year ended August 31, ^ 1998 brokers providing research services
received $0 in commissions on portfolio transactions effected for each Fund.
Neither the Trust, ^ INVESCO, nor ICM paid any compensation to brokers for the
sale of shares of the Trust during the fiscal year ended August 31, ^ 1998.

At August 31, ^ 1998, the Funds held securities of their regular brokers
or dealers, or their parents, as follows:

Securities at Value of
Fund Broker or Dealer August 31, ^ 1998
- ---- ---------------- ------------------

INVESCO Value Equity ^ State Street Bank $6,724,000
^ Fund & Trust
INVESCO Intermediate State Street Bank ^ 3,429,000
Government Bond Fund & Trust
INVESCO Total Return State Street Bank ^ 87,853,000
Fund & Trust
^

<PAGE>

Neither ^ INVESCO nor ICM receive any brokerage commissions on portfolio
transactions effected on behalf of the Trust, and there is no affiliation
between ^ INVESCO, ICM, or any person affiliated with ^ INVESCO, ICM, or the
Trust and any broker or dealer that executes transactions for the Trust.

ADDITIONAL INFORMATION

Shares of Beneficial Interest. As a Massachusetts ^ business trust, the
Trust has an unlimited number of authorized shares of beneficial interest. The
board of trustees has the authority to designate additional series of beneficial
shares for any new fund of the Trust without seeking the approval of
shareholders and may classify and reclassify any unissued shares.

Shares of each series represent the interests of the shareholders of such
series in a particular portfolio of investments of the Trust. Each series of the
Trust's shares is preferred over all other series in respect of the assets
specifically allocated to that series, and all income, earnings, profits and
proceeds from such assets, subject only to the rights of creditors, are
allocated to shares of that series. The assets of each series are segregated on
the books of account and are charged with the liabilities of that series and
with a share of the Trust's general liabilities. The board of trustees
determines those assets and liabilities deemed to be general assets or
liabilities of the Trust, and these items are allocated among series in
proportion to the relative net assets of each series. In the unlikely event that
a liability allocable to one series exceeds the assets belonging to the series,
all or a portion of such liability may have to be borne by the holders of shares
of the Trust's other series.

All Fund shares, regardless of series, have equal voting rights. Voting
with respect to certain matters, such as ratification of independent accountants
or election of trustees, will be by all series of the Trust. When not all series
are affected by a matter to be voted upon, such as approval of an investment
advisory contract or changes in a Fund's investment policies, only shareholders
of the series affected by the matter may be entitled to vote. Trust shares have
noncumulative voting rights, which means that the holders of a majority of the
shares voting for the election of trustees can elect 100% of the trustees if
they choose to do so. In such event, the holders of the remaining shares voting
for the election of trustees will not be able to elect any person or persons to
the board of trustees. After they have been elected by shareholders, the
trustees will continue to serve until their successors are elected and have
qualified or they are removed from office, in either case by a shareholder vote,
or until death, resignation, or retirement. Trustees may appoint their own
successors, provided that always at least a majority of the trustees have been
elected by the Trust's shareholders. As a Massachusetts Business Trust, it is
the intention of the Trust not to hold annual meetings of shareholders. The
trustees will call annual or special meetings of shareholders for action by
shareholder vote as may be required by the 1940 Act or the Trust's Declaration
of Trust, or at their discretion.

<PAGE>

Principal Shareholders. As of ^ September 30, 1998, the following entities
held more than 5% of each Fund's outstanding equity securities.

Name and Address Percent
of Beneficial Owner Number of Shares of Class

INVESCO Value Equity Fund

Charles Schwab & Co. Inc. ^ 864,976.7110 6.40%
Special Custody Acct.
for the Exclusive Benefit
of Customers
Attn: Mutual Funds

101 Montgomery St.
San Francisco, CA 94104

INVESCO Trust Co. Trustee ^ 835,018.3840 6.18%
HNTB Corporation Retirement &
Savings Plan
c/o Joan Watanabie

1201 Walnut, Suite 700
Kansas City, MO 64106

^ INVESCO Trust Company Tr 731,705.8790 5.42%
Morris Communications Corp
Employees' Profit Sharing Ret Plan
725 Broad Street
Augusta, GA 30901-1336

INVESCO Intermediate Government Bond Fund

Charles Schwab & Co. Inc. ^ 598,491.5390 20.01%
Special Custody Acct.
for the Exclusive Benefit
of Customers
Attn: Mutual Funds

101 Montgomery St.
San Francisco, CA 94104

INVESCO Total Return Fund

Charles Schwab & Co. Inc. ^ 15,686,779.0540 17.21%
Special Custody Acct.
for the Exclusive Benefit
of Customers
Attn: Mutual Funds

101 Montgomery St.
San Francisco, CA 94104

<PAGE>

Connecticut General Life Ins. ^ 13,246,467.4570 14.53%
c/o Liz Pezda M-110

P.O. Box 2975
Hartford, CT 06104

Bankers Trust Company 7,338,602.5630 8.05%
Siemens Savings Plan
100 Plaza One Ste M53048
Jersey City, NJ 07311-3999

Independent Accountants. ^ PricewaterhouseCoopers LLP, 950 Seventeenth
Street, Denver, Colorado, has been selected as the independent accountants of
the Trust. The independent accountants are responsible for auditing the
financial statements of the Trust.

Custodian. State Street Bank and Trust Company, P.O. Box 351, Boston,
Massachusetts, has been designated as the custodian of the cash and investment
securities of the Trust. The bank is responsible for, among other things,
receipt and delivery of the Funds' investment securities in accordance with
procedures and conditions specified in the custody agreement. Under its contract
with the Trust, the custodian is authorized to establish separate accounts in
foreign countries and to cause foreign securities owned by the Trust to be held
outside the United States in branches of U.S. banks and, to the extent permitted
by applicable regulations, in certain foreign banks and securities depositories.

Transfer Agent. ^ INVESCO, 7800 E. Union Avenue, Denver, Colorado 80237,
acts as registrar, dividend disbursing agent, and transfer agent for the Trust
pursuant to the Transfer Agency Agreement described in "The ^ Fund And Its
Management." Such services include the issuance, cancellation and transfer of
shares of the Trust, and the maintenance of records regarding the ownership of
such shares.

Reports to Shareholders. The Trust's fiscal year ends on August 31. The
Trust distributes reports at least semiannually to its shareholders. Financial
statements regarding the Trust, audited by the independent accountants, are sent
to shareholders annually.

Legal Counsel. The firm of Kirkpatrick & Lockhart LLP, Washington, D.C., is
legal counsel for the Trust. The firm of Moye, Giles, O'Keefe, Vermeire &
Gorrell, Denver, Colorado, acts as special counsel to the Trust.

Financial Statements. The Trust's audited financial statements and the
notes thereto for the year ended August 31, ^ 1998, and the report of ^
PricewaterhouseCoopers LLP with respect to such financial statements are
incorporated herein by reference from the Trust's Annual Report to Shareholders
for the fiscal year ended August 31, ^ 1998.

<PAGE>

Prospectuses. The Trust will furnish, without charge, a copy of the
Prospectus for any Fund upon request. Such requests should be made to the Trust
at the mailing address or telephone number set forth on the first page of this
Statement of Additional Information.

Registration Statement. This Statement of Additional Information and the
Prospectuses do not contain all of the information set forth in the Registration
Statement the Trust has filed with the SEC. The complete Registration Statement
may be obtained from the SEC upon payment of the fee prescribed by the rules and
regulations of the SEC.

Declaration of Trust Provisions. The Declaration of Trust establishing the
Trust dated July 9, 1987, a copy of which, together with all amendments thereto
(the "Declaration"), is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Trust refers to the
Trustees under the Declaration collectively as Trustees, but not as individuals
or personally; and no Trustee, shareholder, officer, employee or agent of the
Trust shall be held to any personal liability; nor shall resort be had to their
private property for the satisfaction of any obligation or claim of the Trust,
but the "Trust Property" only shall be liable.

<PAGE>

APPENDIX A

Bond Ratings. Description of Moody's and S&P's four highest bond rating
categories:

Moody's Corporate Bond Ratings:

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin, and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risk appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes,
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

S&P's Corporate Bond Ratings:

AAA - This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.

AA - Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.

A - Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

<PAGE>

BBB - Bonds rated BBB are regarded as having an adequate capability to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in higher rated categories.

<PAGE>

APPENDIX B

DESCRIPTION OF FUTURES, OPTIONS AND FORWARD CONTRACTS

Options on Securities

An option on a security provides the purchaser, or "holder," with the
right, but not the obligation, to purchase, in the case of a "call" option, or
sell, in the case of a "put" option, the security or securities underlying the
option, for a fixed exercise price up to a stated expiration date. The holder
pays a non-refundable purchase price for the option, known as the "premium." The
maximum amount of risk the purchaser of the option assumes is equal to the
premium plus related transaction costs, although the entire amount may be lost.
The risk of the seller, or "writer," however, is potentially unlimited, unless
the option is "covered," which is generally accomplished through the writer's
ownership of the underlying security, in the case of a call option, or the
writer's segregation of an amount of cash or securities equal to the exercise
price, in the case of a put option. If the writer's obligation is not so
covered, it is subject to the risk of the full change in value of the underlying
security from the time the option is written until exercise.

Upon exercise of the option, the holder is required to pay the purchase
price of the underlying security, in the case of a call option, or to deliver
the security in return for the purchase price, in the case of a put option.
Conversely, the writer is required to deliver the security, in the case of a
call option, or to purchase the security, in the case of a put option. Options
on securities which have been purchased or written may be closed out prior to
exercise or expiration by entering into an offsetting transaction on the
exchange on which the initial position was established, subject to the
availability of a liquid secondary market.

Options on securities are traded on national securities exchanges, such as
the Chicago Board of Options Exchange and the New York Stock Exchange, which are
regulated by the Securities and Exchange Commission. The Options Clearing
Corporation ("OCC") guarantees the performance of each party to an
exchange-traded option, by in effect taking the opposite side of each such
option. A holder or writer may engage in transactions in exchange-traded options
on securities and options on indices of securities only through a registered
broker/dealer which is a member of the exchange on which the option is traded.

An option position in an exchange-traded option may be closed out only on
an exchange which provides a secondary market for an option of the same series.
Although the Fund will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option at

<PAGE>

any particular time. In such event it might not be possible to effect
closing transactions in a particular option with the result that the Fund would
have to exercise the option in order to realize any profit. This would result in
the Fund's incurring brokerage commissions upon the disposition of underlying
securities acquired through the exercise of a call option or upon the purchase
of underlying securities upon the exercise of a put option. If the Fund as
covered call option writer is unable to effect a closing purchase transaction in
a secondary market, unless the Fund is required to deliver the securities
pursuant to the assignment of an exercise notice, it will not be able to sell
the underlying security until the option expires.

Reasons for the potential absence of a liquid secondary market on an
exchange include the following: (i) there may be insufficient trading interest
in certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or a clearing corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to discontinue the
trading of options (or particular class or series of options) in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on that exchange which had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at a particular time, render certain of the facilities of any of the
clearing corporations inadequate and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution of
customers' orders. However, the ^ OCC, based on forecasts provided by the U.S.
exchanges, believes that its facilities are adequate to handle the volume of
reasonably anticipated options transactions, and such exchanges have advised
such clearing corporation that they believe their facilities will also be
adequate to handle reasonably anticipated volume.

In addition, options on securities may be traded over-the-counter ("OTC")
through financial institutions dealing in such options as well as the underlying
instruments. OTC options are purchased from or sold (written) to dealers or
financial institutions which have entered into direct agreements with ^ the
Trust on behalf of the Funds. With OTC options, such variables as expiration
date, exercise price and premium will be agreed upon between a Fund and the
transacting dealer, without the intermediation of a third party such as the OCC.
If the transacting dealer fails to make or take delivery of the securities

<PAGE>

underlying an option it has written, in accordance with the terms of that
option as written, the Fund would lose the premium paid for the as well as any
anticipated benefit of the transaction. A Fund will engage in OTC option
transactions only with primary U.S. Government securities dealers recognized by
the Federal Reserve Bank of New York.

Futures Contracts

A ^ futures contract is a bilateral agreement providing for the purchase
and sale of a specified type and amount of a financial instrument or foreign
currency, or for the making and acceptance of a cash settlement, at a stated
time in the future, for a fixed price. By its terms, a ^ futures contract
provides for a specified settlement date on which, in the case of the majority
of interest rate and foreign currency futures contracts, the fixed income
securities or currency underlying the contract are delivered by the seller and
paid for by the purchaser, or on which, in the case of stock index futures
contracts and certain interest rate and foreign currency futures contracts, the
difference between the price at which the contract was entered into and the
contract's closing value is settled between the purchaser and seller in cash.
Futures ^ contracts differ from options in that they are bilateral agreements,
with both the purchaser and the seller equally obligated to complete the
transaction. In addition, ^ futures contracts call for settlement only on the
expiration date, and cannot be "exercised" at any other time during their term.

The purchase or sale of a ^ futures contract also differs from the
purchase or sale of a security or the purchase of an option in that no purchase
price is paid or received. Instead, an amount of cash or cash equivalent, which
varies but may be as low as 5% or less of the value of the contract, must be
deposited with the broker as "initial margin." Subsequent payments to and from
the broker, referred to as "variation margin," are made on a daily basis as the
value of the index or instrument underlying the ^ futures contract fluctuates,
making positions in the ^ futures contract more or less valuable, a process
known as "marking to the market."

A ^ futures contract may be purchased or sold only on an exchange, known as
a "contract market," designated by the Commodity Futures Trading Commission for
the trading of such contract, and only through a registered futures commission
merchant which is a member of such contract market. A commission must be paid on
each completed purchase and sale transaction. The contract market clearing house
guarantees the performance of each party to a ^ futures contract, by in effect
taking the opposite side of such ^ contract. At any time prior to the expiration
of a ^ futures contract, a trader may elect to close out its position by taking
an opposite position on the contract market on which the position was entered
into, subject to the availability of a secondary market, which will operate to
terminate the initial position. At that time, a final determination of variation
margin is made and any loss experienced by the trader is required to be paid to
the contract market clearing house while any profit due to the trader must be
delivered to it.

<PAGE>

Interest rate futures contracts currently are traded on a variety of fixed
income securities, including long-term U.S. Treasury ^ bonds, Treasury ^ notes,
Government National Mortgage Association modified pass-through mortgage-backed
securities, U.S. Treasury ^ bills, bank certificates of deposit and commercial
paper. In addition, interest rate futures contracts include contracts on indices
of municipal securities. Foreign currency futures contracts currently are traded
on the British pound, Canadian dollar, Japanese yen, Swiss franc, German mark
and on Eurodollar deposits.

Options on Futures Contracts

An ^ option on a ^ futures contract provides the holder with the right to
enter into a "long" position in the underlying ^ futures contract, in the case
of a call option, or a "short" position in the underlying ^ futures contract, in
the case of a put option, at a fixed exercise price to a stated expiration date.
Upon exercise of the option by the holder, the contract market clearing house
establishes a corresponding short position for the writer of the option, in the
case of a call option, or a corresponding long position, in the case of a put
option. In the event that an option is exercised, the parties will be subject to
all the risks associated with the trading of ^ futures contracts, such as
payment of variation margin deposits. In addition, the writer of an Option on a
^ futures contract, unlike the holder, is subject to initial and variation
margin requirements on the option position.

A position in an ^ option on a ^ futures contract may be terminated by the
purchaser or seller prior to expiration by effecting a closing purchase or sale
transaction, subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series (i.e., the same exercise
price and expiration date) as the option previously purchased or sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

An option, whether based on a ^ futures contract, a stock index or a
security, becomes worthless to the holder when it expires. Upon exercise of an
option, the exchange or contract market clearing house assigns exercise notices
on a random basis to those of its members which have written options of the same
series and with the same expiration date. A brokerage firm receiving such
notices then assigns them on a random basis to those of its customers which have
written options of the same series and expiration date. A writer therefore has
no control over whether an option will be exercised against it, nor over the
time of such exercise.

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:
Page in
Prospectus
----------
(1) Financial statements and schedules
included in Prospectuses (Part A):

Financial Highlights for the ^ five
years ended August 31, ^ 1998, the
eight-month period ended August 31, 1993,
and each of the ^ five years in the
period ended December 31, 1992, for 8
the INVESCO Value Equity, Intermediate 36
Government Bond and Total Return Funds. 64

Page in
Statement
of Addi-
tional In-
formation
----------

(2) The following audited financial
statements of the INVESCO Value Equity
Fund, the INVESCO Intermediate
Government Bond Fund and the INVESCO
Total Return Fund and the notes thereto
for the fiscal year ended August 31, ^
1998, and the report of ^
PricewaterhouseCoopers LLP with respect
to such financial statements, are
incorporated in the Statement of
Additional Information by reference from
the Company's Annual Report to
Shareholders for the fiscal year ended
August 31, ^ 1998: Statement of
Investment Securities as of August 31, ^
1998; Statement of Assets and
Liabilities as of August 31, ^ 1998;
Statement of Operations for the year
ended August 31, ^ 1998; Statement of
Changes in Net Assets for each of the
two years in the period ended August 31,
^ 1998; Financial Highlights for each of
the ^ five years in the period ended
August 31, ^ 1998.

<PAGE>

(3) Financial statements and schedules
included in Part C:

None: Schedules have been omitted as all
information has been presented in the
financial statements.

(b) Exhibits:

(1) (a) Declaration of Trust dated July 9, ^
1987.(3)

(b) Amendment to Declaration of Trust
effective December 31, ^ 1990.(3)

(2) Bylaws, as amended as of January 22, ^ 1992.(3)

(3) Not applicable.

(4) Not applicable.

(5) (a) Investment Advisory Agreement
between Registrant and INVESCO Funds
Group, Inc. dated as of February 28,
1997.(2)

(b) Sub-Advisory Agreement between
INVESCO Funds Group, Inc. and INVESCO
Capital Management, Inc., dated as of
February 28, 1997.(2)

(6) (a) General Distribution Agreement
between Registrant and
INVESCO Funds Group, Inc., dated
as of February 28, 1997.(2)

(b) General Distribution Agreement
between Registrant and INVESCO
Distributors, Inc. dated September 30,
1997.(2)

(7) (a) Defined Benefit Deferred
Compensation Plan for Non-Interested
Directors and Trustees.(2)

(b) Form of Defined Benefit Deferred
Compensation Plan for Non-Interested
Directors and Trustees.

<PAGE>

(8) Custody Agreement between INVESCO Value
Trust and State Street Bank and Trust
Company.(1)

(a) Amendment to this Custodian Contract
dated October 25, 1995.(1)

(b) Data Access Service Addendum dated
May 19, 1997.(2)

(9) (a) Transfer Agency Agreement between
Registrant and INVESCO
Funds Group, Inc. dated as of
February 28, 1997.(2)

(b) Administrative Services Agreement
between Registrant and INVESCO Funds
Group, Inc. dated February 28 1997.(2)

(10) Opinion and consent of counsel as
to the legality of the
securities being registered,
indicating whether they will,
when sold, be legally issued, fully
paid and non-assessable.

(11) Consent of Independent Accountants.

(12) Not applicable.

(13) Not applicable.

(14) Copies of model plans used in the
establishment of retirement
plans as follows:

(a) Non-standardized Profit Sharing
Plan;

(b) Non-standardized Money Purchase
Pension Plan;

(d) Standardized Money Purchase Pension
Plan;

(e) Non-standardized 401(k) Plan
Adoption Agreement;

(f) Standardized 401(k) Paired Profit
Sharing Plan;

(g) Standardized Simplified Profit
Sharing Plan;

<PAGE>

^(h) Defined Contribution Master Plan &
Trust Agreement^.

(15) (a) Plan and Agreement of Distribution
adopted pursuant to 12b-1
under the Investment Company Act
of 1940 dated ^October 28, 1997.(2)

(b) Plan and Agreement of Distribution
adopted pursuant to 12b-1
under the Investment Company Act
of 1940 dated ^June 1, 1998.

(16) (a) Schedule for computation of
performance data for INVESCO
Intermediate Government Bond ^ Fund.(3)

(b) Schedule for computation of
performance date for INVESCO Value
Equity ^ Fund.(3)

(17) (a) Financial Data Schedule for
the period ended August 31, ^
1998 for INVESCO Value Equity Fund.

(b) Financial Data Schedule for the
period ended August 31, ^
1998 for INVESCO Intermediate
Government Bond Fund.

(18) Not Applicable.

(1)Previously filed on EDGAR with Post-Effective Amendment No. 19
to this Registration Statement on December 15, 1995 and
incorporated by reference herein.

(2)Previously filed on EDGAR with Post-Effective Amendment No. 21
to this Registration Statement on October 30, 1997 and
incorporated by reference herein.

(3)Previously filed on EDGAR with Post-Effective Amendment No. 22
to this Registration Statement on December 23, 1997 and
incorporated by reference herein.

<PAGE>

Item 25. Persons Controlled by or Under Common Control with
Registrant

No person is presently controlled by or under common control with
Registrant.

Item 26. Number of Holders of Securities
Number of Record
Holders as of

Title of Class ^ September 30, ^ 1998
-------------- ----------------------

Beneficial Interest
^

INVESCO Intermediate Government

Bond Fund ^ 2,297
INVESCO Total Return Fund ^ 19,157
INVESCO Value Equity Fund 10,307

Item 27. Indemnification

Indemnification provisions for officers and directors of Registrant are
set forth in Article Seven of the Bylaws and Article V of the Articles of
Restatement of the Declaration of Trust, and are hereby incorporated by
reference. See Item 24(b)(1) and (2) above. Under these Articles, officers and
trustees will be indemnified to the fullest extent permitted by law, subject
only to such limitations as may be required by the Investment Company Act of
1940, as amended, and the rules thereunder. Under the Investment Company Act of
1940, the trustees and officers of the Trust cannot be protected against
liability to the Trust or its shareholders to which they would be subject
because of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties of their office. The Trust also maintains liability
insurance policies covering its trustees and officers.

Item 28. Business and Other Connections of Investment Adviser

See "The Trust and Its Management" in the Prospectuses and Statement of
Additional Information for information regarding the business of the investment
adviser and sub-adviser.

^ Following are the names and principal occupations of each director and
officer of the investment adviser, INVESCO, and who, with the exception of
Richard W. Healey, during the past two fiscal years, have held positions with
Institutional Trust Company, doing business as INVESCO Trust Company, an
affiliate of INVESCO.

<PAGE>

Position
with Principal Occupation and
Name Adviser Company Affiliation
---- -------- ------------------------
Dan J. Hesser Chairman Chairman
and INVESCO Funds Group, Inc.
Director 7800 East Union Avenue
Denver, CO 80237
Mark H. Williamson Officer & President & Chief
Director Executive Officer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
William J. Galvin, Jr. Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ronald L. Grooms Officer Senior Vice President &
Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Richard W. Healey Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Daniel B. Leonard Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Charles P. Mayer Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Timothy J. Miller Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Name Position Principal Occupation and
---- -------- Company Affiliation
------------------------
Glen A. Payne Officer Senior Vice President,
Secretary & General
Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ingeborg S. Cosby Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Elroy E. Frye, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Gerard F. Hallaren, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Name Position Principal Occupation and
---- -------- Company Affiliation
------------------------
James F. Lummanick Officer Vice President &
Assistant General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Trent E. May Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Frederick R. (Fritz) Officer Vice President
Meyer INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Terri B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Name Position Principal Occupation and
---- -------- Company Affiliation
------------------------
Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Judy P. Wiese Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ronald C. Lively Officer Senior Regional Vice
President
INVESCO Funds Group, Inc.
17406 Brown Road
Odessa, FL 33556
Scott E. Stapley Officer Senior Regional Vice
President
INVESCO Funds Group, Inc.
1615 Arch Bay Drive
Newport Beach, CA 92660
David B. McElroy Officer Regional Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Ryland K. Pruett, Jr. Officer Regional Vice President
INVESCO Funds Group, Inc.
2337 Mirow Place
Charlotte, NC 28270
Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854
Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Stephen A. Moran Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Name Position Principal Occupation and
---- -------- Company Affiliation
------------------------
Kent T. Schmeckpeper Officer Assistant Vice President
Account Relationship
Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Tane' T. Tyler Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Item 29. Principal Underwriters

(a) INVESCO Bond Funds, Inc.
INVESCO Combination Stock and Bond Funds, Inc.
INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO Growth Funds, Inc.
^ INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO ^ Sector Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO ^ Stock Funds, Inc.
^ INVESCO Tax-Free Income Funds, Inc.

<PAGE>

^(b)

Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- --------------

William J. Galvin, Jr. Senior Vice Assistant
7800 E. Union Avenue President & Secretary
Denver, CO 80237 Assistant
Treasurer

Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President & Chief Fin'l
Denver, CO 80237 Treasurer Officer, and
Chief Acctg.
Off.

^ Richard W. Healey Senior Vice
7800 E. Union Avenue ^ President
Denver, CO 80237

Dan J. Hesser Chairman of the
7800 E. Union Avenue Board &
Denver, CO 80237 Director

Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237

Judy P. Wiese Vice President Asst. Treas.
7800 E. Union Avenue & Asst. Treas.
Denver, CO 80237

Mark H. Williamson President, President,
7800 E. Union Avenue CEO & CEO &
Denver, CO 80237 Director Director

<PAGE>

Item 30. Location of Accounts and Records

^ Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237

Item 31. Management Services

Not applicable.

Item 32. Undertakings

(a) The Registrant hereby undertakes that the board of
trustees will call such meetings of shareholders of
all the Funds, for action by shareholder vote,
including acting on the question of removal of a
trustee or trustees, as may be requested in writing
by the holders of at least 10% of the outstanding
shares of a Fund or as may be required by
applicable law or the Trust's Declaration of Trust,
and to assist in communicating with other
shareholders as required by Section 16(c) of the
Investment Company Act of 1940.

(b) The Registrant shall furnish each person to whom
a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant certifies that it ^ has duly
caused this post-effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, County of Denver,
and State of Colorado, on the ^30th day of ^ October, 1998.

Attest: INVESCO Value Trust

/s/ Glen A. Payne /s/ ^ Mark H. Williamson
- ------------------------------------ ------------------------------------
Glen A. Payne, Secretary ^ Mark H. Williamson, President

Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to Registrant's Registration Statement has been signed
by the following persons in the capacities indicated on this ^30th day of
October, 1998.

^/s/ Mark H. Williamson /s/ Lawrence H. Budner
- ------------------------------------ ------------------------------------
^ Mark H. Williamson, President & Lawrence H. Budner, Trustee
Trustee (Chief Executive Officer)

/s/ Ronald L. Grooms /s/ ^ Fred A. Deering
- ------------------------------------ ------------------------------------
Ronald L. Grooms, Treasurer ^ Fred A. Deering, Trustee
(Chief Financial and Accounting
Officer)

/s/ Victor L. Andrews /s/ ^ Larry Soll
- ------------------------------------ ------------------------------------
^ Victor L. Andrews, Trustee Larry Soll, Trustee

/s/ ^ Bob R. Baker /s/ Kenneth T. King
- ------------------------------------ ------------------------------------
^ Bob R. Baker, Trustee Kenneth T. King, Trustee

/s/ Charles W. Brady /s/ John W. McIntyre
- ------------------------------------ ------------------------------------
Charles W. Brady, Trustee John W. McIntyre, Trustee

/s/ Wendy L. Gramm
- ------------------------------------
Wendy L. Gramm, Trustee
/s/ Glen A. Payne
By* --------------------------------- By*---------------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact

* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
April 12, 1990, May 12, 1990, May 27, 1992, October 18, 1994, December 14, 1995,
December 24, 1996 and October 30, 1997.

<PAGE>

Exhibit Index

Page in
Exhibit Number Registration Statement
- -------------- ----------------------

^ 7(b) 158
11 166
14(a) 167
14(b) 205
14(c) 241
14(d) 274
14(e) 304
14(f) 358
14(g) 401
14(h) 410
15(b) 513
17(a) 516
17(b) 517
17(c) 518

DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES
AS AMENDED EFFECTIVE JULY 1, 1998

The registered, open-end management investment companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of investment companies (the "Funds") have adopted this Defined Benefit Deferred
Compensation Plan ("Plan") for the benefit of those directors and trustees of
the Funds who are not interested directors or trustees thereof as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Independent
Directors").

1. Eligibility

Each Independent Director who has served as such ("Eligible Service") on
the boards of any of the Funds and their predecessor and successor entities, if
any, for an aggregate of at least five years at the time of his/her Service
Termination Date (as defined in paragraph 2) will be entitled to receive
benefits under the Plan. An Independent Director's period of Eligible Service
commences on the date of election to the board of directors or trustees of any
one or more of the Funds ("Board"). Hereafter, references in this Plan to
Independent Directors shall be deemed to include only those Directors who have
met the Eligible Service requirement for Plan participation.

2. Service Termination and Service Termination Date

a. Service Termination. Service Termination means termination of service
(other than by disability or death) of an Independent Director which results
from the Director's having reached his/her Service Termination Date.

b. Service Termination Date. An Independent Director's Service Termination
Date is that date upon which he or she no longer serves as a director. Normally,
an Independent Director's Service Termination Date will be the last day of the
calendar quarter in which such Director's seventy-second birthday occurs. A
majority of the Board of a Fund may annually extend a Director's Service
Termination Date for a maximum period of three years, through the date not later
than the last day of the calendar quarter in which such Director's seventy-fifth
birthday occurs.

As used in this Plan unless otherwise stipulated, Service Termination Date
shall mean the date upon which the Director no longer serves as a director.

<PAGE>

3. Defined Payments and Benefit

a. Payments. If an Independent Director's Service Termination Date occurs
on a date not later than the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director will receive
four quarterly payments during the first twelve months subsequent to his/her
Service Termination Date (the "First Year Retirement Payments"), with each
payment to be equal to 25 percent of the sum of the annual basic retainer and
annualized quarterly Board meeting fees payable by each Fund to the Independent
Director on his/her Service Termination Date (excluding any fees relating to
attending or chairing committee meetings or other fees payable to an Independent
Director).

b. Benefit. Commencing with the first anniversary of the Service
Termination Date of any Independent Director who has received the First Year
Retirement Payments, and commencing as of the Service Termination Date of an
Independent Director whose Service Termination Date is subsequent to the date of
the last day of the calendar quarter in which such Director's seventy-fourth
birthday occurred, the Independent Director will receive, for the remainder of
his/her life, a benefit (the "Benefit"), payable quarterly, with each quarterly
payment to be equal to 12.50 percent of the sum of the annual basic retainer and
annualized quarterly Board meeting fees payable by each Fund to the Independent
Director on his/her Service Termination Date (excluding any fees relating to
attending or chairing committee meetings or other fees payable to an Independent
Director.

Example: As of July 1, 1998, the annual Benefit would be $34,000 (annual
basic retainer of $56,000 plus annualized quarterly Board meeting fees of
$12,000 times 12.50 percent of the total each quarter: $56,000 + $12,000 =
$68,000 x .125 = $8,500 x 4 = $34,000). As of July 1, 1998, the vice chairman of
the Funds receives an aggregate annual retainer of $62,000. The vice chairman's
annual Benefit would be $37,000. The annual Benefit may increase or decrease in
the future in accordance with changes in the Independent Directors' annual basic
retainer and/or Board meeting fees.

c. Death Provisions. If an Independent Director's service as a Director is
terminated because of his/her death subsequent to the last day of the calendar
quarter in which such Director's seventy-second birthday occurred and prior to

<PAGE>

the lastday of the calendar quarter in which such Director's seventy-fourth
birthday occurs, the designated beneficiary of the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for a period of ten years, with quarterly payments to
be made to the designated beneficiary.

If an Independent Director's service as a Director is terminated because of
his/her death prior to the last day of the calendar quarter in which such
Director's seventy-second birthday occurs or subsequent to the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurred, the
designated beneficiary of the Independent Director shall receive the Benefit for
a period of ten years, with quarterly payments to be made to the designated
beneficiary commencing in the first quarter following the Director's death.

d. Disability Provisions. If an Independent Director's service as a
Director is terminated because of his/her disability subsequent to the last day
of the calendar quarter in which such Director's seventy-second birthday
occurred and prior to the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for the remainder of his/her life, with quarterly
payments to be made to the disabled Independent Director. If the disabled
Independent Director should die before the First Year Retirement Payments are
completed and before forty quarterly Benefit payments are made, such payments
will continue to be made to the Independent Director's designated beneficiary
until the aggregate of the First Year Retirement Payments and forty quarterly
Benefit payments have been made to the disabled Independent Director and the
Director's designated beneficiary.

If an Independent Director's service as a Director is terminated
because of his/her disability prior to the last day of the calendar quarter in
which such Director's seventy-second birthday occurs or subsequent to the last
day of the calendar quarter in which such Director's seventy-fourth birthday
occurred, the Independent Director shall receive the Benefit for the remainder
of his/her life, with quarterly payments to be made to the disabled Independent

<PAGE>

Director commencing in the first quarter following the Director's termination
for disability. If the disabled Independent Director should die before forty
quarterly payments are made, payments will continue to be made to the
Independent Director's designated beneficiary until the aggregate of forty
quarterly payments has been made to the disabled Independent Director and the
Director's designated beneficiary.

e. Death of Independent Director and Beneficiary. If, subsequent to the
death of the Independent Director, his/her designated beneficiary should die
before the First Year Retirement Payments and/or a total of forty quarterly
Benefit payments are made, the remaining value of the Independent Director's
First Year Retirement Payments and/or Benefit (which Benefit shall in no event
exceed the value of forty quarterly payments minus the number of payments made)
shall be determined as of the date of the death of the Independent Director's
designated beneficiary and shall be paid to the estate of the designated
beneficiary in one lump sum or in periodic payments, with the determinations
with respect to the value of the First Year Retirement Payments and/or Benefit
and the method and frequency of payment to be made by the Committee (as defined
in paragraph 8.a.) in its sole discretion.

4. Designated Beneficiary

The beneficiary referred to in paragraph 3 may be designated or changed by
the Independent Director without the consent of any prior beneficiary on a form
provided by the Committee (as defined in paragraph 8.a.) and delivered to the
Committee (or its designee as described on the form) before the Independent
Director's death. If no such beneficiary shall have been designated, or if no
designated beneficiary shall survive the Independent Director, the value or
remaining value of the Independent Director's First Year Retirement Payments
and/or Benefit (which Benefit shall in no event exceed the value of forty
quarterly payments minus the number of payments made) shall be determined as of
the date of the death of the Independent Director by the Committee and shall be
paid as promptly as possible in one lump sum to the Independent Director's
estate.

5. Disability

An Independent Director shall be deemed to have become disabled for the
purposes of paragraph 3 if the Committee shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled, mentally

<PAGE>

or physically, as a result of an accident or illness, so as to be prevented from
performing each of the duties which are incumbent upon an Independent Director
in fulfilling his responsibilities as such.

6. Time of Payment

The First Year Retirement Payments and/or the Benefit for each year will be
paid in quarterly installments that are as nearly equal as possible.

7. Payment of First Year Retirement Payments and/or Benefit: Allocation
of Costs

Each Fund is responsible for the payment of the amount of the First Year
Retirement Payments and/or Benefit applicable to the Fund, as well as its
proportionate share of all expenses of administration of the Plan, including
without limitation all accounting and legal fees and expenses and fees and
expenses of any Actuary. The obligations of each Fund to pay such First Year
Retirement Payments and/or Benefit and expenses will not be secured or funded in
any manner, and such obligations will not have any preference over the lawful
claims of each Fund's creditors and shareholders. To the extent that the First
Year Retirement Payments and/or Benefit is paid by more than one Fund, such
costs and expenses will be allocated among such Funds in a manner that is
determined by the Committee to be fair and equitable under the circumstances. To
the extent that one or more of such Funds consist of one or more separate
portfolios, such costs and expenses allocated to any such Fund will thereafter
be allocated among such portfolios by the Board of the Fund in a manner that is
determined by such Board to be fair and equitable under the circumstances.

8. Administration

a. The Committee. Any question involving entitlement to payments under or
the administration of the Plan will be referred to a four-person committee (the
"Committee") composed of three Independent Directors designated by all of the
Independent Directors of the Funds and one director of the Funds who is not an
Independent Director, designated by the non-Independent Directors. Except as
otherwise provided herein, the Committee will make all interpretations and
determinations necessary or desirable for the Plan's administration, and such
interpretations and determinations will be final and conclusive. Committee
members will be elected annually.

<PAGE>

b. Powers of the Committee. The Committee will represent and act on behalf
of the Funds in respect of the Plan and, subject to the other provisions of the
Plan, the Committee may adopt, amend or repeal bylaws or other regulations
relating to the administration of the Plan, the conduct of the Committee's
affairs, its rights or powers, or the rights or powers of its members. The
Committee will report to the Independent Directors and to the Boards of the
Funds from time to time on its activities in respect of the Plan. The Committee
or persons designated by it will cause such records to be kept as may be
necessary for the administration of the Plan.

9. Miscellaneous Provisions

a. Rights Not Assignable. Other than as is specifically provided in
paragraph 3, the right to receive any payment under the Plan is not transferable
or assignable, and nothing in the Plan shall create any benefit, cause of
action, right of sale, transfer, assignment, pledge, encumbrance, or other such
right in any heirs or the estate of any Independent Director.

b. Amendment, etc. The Committee, with the concurrence of the Board of any
Fund, may as to the specific Fund at any time amend or terminate the Plan or
waive any provision of the Plan; provided, however, that subject to the
limitations imposed by paragraph 7, no amendment, termination or waiver will
impair the rights of an Independent Director to receive the payments which would
have been made to such Independent Director had there been no such amendment,
termination, or waiver.

c. No Right to Reelection. Nothing in the Plan will create any obligation
on the part of the Board of any Fund to nominate any Independent Director for
reelection.

d. Consulting. Subsequent to his/her Service Termination Date, an
Independent Director may render such services for any Fund, for such
compensation, as may be agreed upon from time to time by such Independent
Director and the Board of the Fund which desires to procure such services.

e. Effectiveness. The Plan will be effective for all Independent Directors
who have Service Termination Dates occurring on and after October 20, 1993.
Periods of Eligible Service shall include periods commencing prior and
subsequent to such date. Upon its adoption by the Board of a Fund, the Plan will

<PAGE>

become effective as to that Fund on the date when the Committee determines that
any regulatory approval or advice that may be necessary or appropriate in
connection with the Plan have been obtained.

Adopted October 20, 1993.
Amended October 19, 1994.
Amended May 1, 1996, effective July 1, 1996.
Amended May 13, 1998, effective July 1, 1998.

<PAGE>

SCHEDULE A
TO
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES

INVESCO Capital Appreciation Funds, Inc.

INVESCO Diversified Funds, Inc.

INVESCO Emerging Opportunity Funds, Inc.

INVESCO Growth Fund, Inc.

INVESCO Income Funds, Inc.

INVESCO Industrial Income Fund, Inc.

INVESCO International Funds, Inc.

INVESCO Money Market Funds, Inc.

INVESCO Multiple Asset Funds, Inc.

INVESCO Specialty Funds, Inc.

INVESCO Strategic Portfolios, Inc.

INVESCO Tax-Free Income Funds, Inc.

INVESCO Value Trust

INVESCO Variable Investment Funds, Inc.

INVESCO Treasurer's Series Trust

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 23 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated September 30, 1998, relating to the financial
statements and financial highlights appearing in the August 31, 1998 Annual
Report to Shareholders of INVESCO Value Trust, which is also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectus and under the
headings "Independent Accountants" and "Financial Statements" in the Statement
of Additional Information.

/s/ Pricewaterhouse Coopers LLP
- -------------------------------------
PricewaterhouseCoopers LLP

Denver, Colorado
October 27, 1998

Adoption Agreement #001
Letter Serial No. D346278a

Nonstandardized Profit Sharing Plan

Nonstandardized Profit Sharing Plan Features
- - Flexible Employer Contributions
- - Ability to exclude classifications of employees
- - May enforce last day requirement for employer contribution
- - Allows integrated contribution formula

Provided by:
The Financial Funds

Managed & Distributed by
INVESCO Funds Group, Inc.
Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

Your Adoption Agreement and Basic Plan Document together constitute the rules
and parameters under which your retirement program will operate. Each section of
the Adoption Agreement requires the employer to make a selection. Whenever
possible (balancing complexity and space constraints) we have provided
instructions to the left of key selections. These instructions are intended to
assist you, the employer, in choosing the optional provisions for your
retirement program. They are not intended to substitute or replace competent
advice from your legal counsel or accountant. If further clarification is
necessary, contact your advisors or INVESCO Trust Company. We recommend that you
obtain the advice of your legal or tax advisor before you sign this Adoption
Agreement.

<PAGE>

ADOPTION AGREEMENT #001
NONSTANDARDIZED PROFIT SHARING PLAN

The undersigned, __________________________ ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the INVESCO
Trust Company Defined Contribution Master Plan (basic plan document #01) by
adopting the accompanying Plan and Trust in full as if the Employer were a
signatory to that Agreement. The employer makes the following elections granted
under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))

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

(b) A nondiscretionary Trustee. See Section 10.03[B] of the
Plan. [Note: The Employer may not elect Option (b) if a Custodian
executes the Adoption Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is:
_________________________________________________.

1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b)
through (g))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the Plan).
[Note: If the Employer excludes union employees from the Plan, the Employer must
be able to provide evidence that retirement benefits were the subject of good
faith bargaining.]

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

(d) Commission Salesmen.

(e) Any Employee compensated on a salaried basis.

(f) Any Employee compensated on an hourly basis.

(g) (Specify) ____________________________________________

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

(h) Not eligible to participate in the Plan.

<PAGE>

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

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

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

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

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b)

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

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

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

(d) The Plan excludes Compensation in excess of $___________.

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

(f) The Plan excludes bonuses.

(g) The Plan excludes overtime.

(h) The Plan excludes Commissions.

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

<PAGE>

(j) (Specify) _____________________________________________.

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

1.17 PLAN YEAR/LIMITATION YEAR.

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

(a) The 12 consecutive month period ending every ___________.

(b) (Specify) ___________________________________________

Limitation Year. The Limitation year is: (Choose (C) or (d))

(d) The 12 consecutive month period ending every __________.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is _______________.

Restated Plan. The restated Effective Date is ______________.
This Plan is a substitution and amendment of an existing
retirement plan(s) originally established __________________.
(Note: See the Effective Date Addendum.)

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

(a) The actual method.

(b) The ____________________________ equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at least
one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly
payroll periods" or "monthly.")

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the
predecessor service the Plan must credit by reason of Section
1.29 of the Plan, the Plan credits Service with the following

<PAGE>

predecessor employer(s): _______________________________________________________
_______________________________________________________________________________.
Service with the designated predecessor employer(s) applies:
(Choose at least one of (a) or (b); (C) is available only in
addition to (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under
this provision, insert "N/A" in the first blank line. The
Employer may attach a schedule to this Adoption Agreement, in the
same format as this Section 1.29, designating additional
predecessor employers and the applicable service crediting
elections.]

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in
the Plan and also participates in a Plan maintained by the
leasing organization: (Choose (a) or (b))

(a) The Advisory Committee will determine the Leased Employee's allocation of
Employer contributions under Article III without taking into account the Leased
Employee's allocation, if any, under the leasing organization's plan.

(b) The Advisory Committee will reduce a Leased Employee's allocation of
Employer contributions under this Plan by the Leased Employee's allocation under
the leasing organization's plan, but only to the extent that allocation is
attributable to the Leased Employee's service provided to the Employer. The
leasing organization's plan:

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

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

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:
(Choose (a) or (b) or both)

(a) Attainment of age _____________ (Specify age, not exceeding 21).

<PAGE>

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in Service. See
Section 2.03(A) of the Plan.

(3) _____________ months (not exceeding 24) following the Employee's
Employment Commencement Date.

(4) One Hour of Service.

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

(d) The first day of the Plan Year.

(e) (Specify entry dates) ___________________________________.

Time of Participation. An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date):

(f) immediately following

(g) immediately preceding

(h) nearest __________________________________________ the date the
Employer completes the eligibility conditions described in Options (a) and (b)
of this Adoption Agreement Section 2.01. [Note: The Employer must coordinate the
selection of (f), (g) or (h) with the "Plan Entry Date" selection in (c), (d) or
(e). Unless otherwise excluded under Section 1.07, the Employee must become a
Participant by the earlier of: (1) the first day of the Plan Year beginning
after the date the Employee completes the age and service requirements of Code
ss.410(a); or (2) 6 months after the date the Employee completes those
requirements.]

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

(i) All Employees of the Employer, except: (Choose (1) or (2))

(1) No exceptions.

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

(j) Solely to an Employee employed by the Employer after ____________. If

<PAGE>

If the Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (Choose (1), (2) or (3))

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

(2) Under the eligibility conditions in effect under the Plan prior to
the restated Effective Date. [For restated plans only]

(3) (Specify) _____________________________________.

2.02 YEAR OF SERVICE - PARTICIPATION.

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

(a) 1,000 Hours of Service

(b) ____________________ Hours of Service
during an eligibility computation period to receive credit
for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

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

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

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

(b) Applies to the Employer's Plan.

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

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

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

(1) An election is effective for Plan Year if filed no later than
_________________________.

<PAGE>

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

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

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

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

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

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT. The amount of the Employer's annual contribution to the Trust will
equal: (Choose (a), (b), (c), (d) or (e))

(a) The amount (or additional amount) the Employer may from time to time
deem advisable.

(b) The amount (or additional amount) the Employer may from time to time
deem advisable, separately determined for each of the following classifications
of Participants: (Choose (1) or (2))

(1) Nonhighly Compensated Employees and Highly Compensated Employees.

(2) (Specify classifications) _________________________________________
_______________________________________________________________________

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

(c) _________% of the Compensation of all Participants under the
Plan, determined for the Employer's taxable year for which it
makes the contribution. [Note: The percentage selected may not
exceed 15%.]

(d) _________% of Net Profits but not more than $___________.

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

<PAGE>

Net Profits. The Employer: (Choose (f) or (g))

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

(g) Must have current or accumulated Net Profits exceeding $____________ to make
the contributions described in Option _______.

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. If more than one member of a related group
(as defined in Section 1.30) execute this Adoption Agreement, each participating
member separately will determine Net Profits. "Net Profits" include both current
and accumulated Net Profits. The term "Net Profits" specifically excludes ______
_______________________________________________________________________________.
[Note: Enter "N/A" if no exclusions apply.

3.04 CONTRIBUTION ALLOCATION.

Method of Allocation. Subject to any restoration allocation required under
Section 5.04, the Advisory Committee will allocate and credit each annual
Employer contribution (and Participant forfeitures, if any) to the Account of
each Participant who satisfies the conditions of Section 3.06, in accordance
with the allocation method selected under this Section 3.04. If the Employer
elects Option (a)(2) or Option (d), for the first 3% of Compensation allocated
to all Participants, "Compensation" does not include any exclusion of elective
contributions), and the Advisory Committee must take into account the
Participant's Compensation for the entire Plan Year. (Choose an allocation
method under (a), (b), (c) or (d); (e) is mandatory of the Employer elects (b),
(c) or (d); (f) is optional in addition to any other election.)

(a) Nonintegrated Allocation Formula. (Choose (1) or (2))

(1) The Advisory Committee will allocate the annual Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

(2) The Advisory Committee will allocate the annual Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year. For purposes of
this Option (2), "Participant" means, in addition to a participant who

<PAGE>

satisfies the requirements of Section 3.06 for the Plan Year, any other
Participant entitled to a top heavy minimum allocation under Section
3.04(B), but such Participant's allocation will not exceed 3% of his
Compensation for the Plan Year.

(b) Two-Tiered Integrated Allocation Formula - Maximum Disparity. First, the
Advisory Committee will allocate the annual Employer contributions (and
Participant forfeitures) in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following Option (e).

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

(c) Three-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer contributions (and Participant forfeitures) in
the same ratio that each Participant's Compensation for the plan Year bears to
the total Compensation of all Participants for the Plan Year. The allocation
under this paragraph, as a percentage of each Participant's Compensation may not
exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (e). Solely for purposes of the allocation in
this first paragraph, "Participant" means, in addition to a Participant who
satisfies the requirements of Section 3.06 for the Plan Year. (Choose (1) or
(2))

(1) No other Participant.

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

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

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

<PAGE>

(d) Four-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer contributions (and Participant forfeitures) in
the same ratio that each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan Year, but not exceeding
3% of each Participant's Compensation. Solely for purposes of this first tier
allocation, a "Participant" means, in addition to any Participant who satisfies
the requirements of Section 3.06 for the Plan Year, any other Participant
entitled to a top heavy minimum allocation under Section 3.04(B) of the Plan.

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

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

(e) Excess Compensation. For purposes of Option (b), (c) or (d), "Excess
Compensation" means Compensation in excess of the following Integration Level:
(Choose (1) or (2))

(1) ______% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in effect on
the first day of the Plan Year: (Choose any combination of (I) and (ii)
or choose (iii))

(i) Rounded to ________ (but not exceeding the taxable
wage base).

(ii) But not greater than $_____________.

(iii)Without any further adjustment or limitation.

(2) $_______________ [Note: Not exceeding the taxable wage base for the
Plan Year in which this Adoption Agreement first is effective.]

<PAGE>

Maximum Disparity Table. For purpose of Options (b), (c) and (d),
the applicable percentage is:

Integration Level Applicable Applicable
(as percentage of Percentages for Percentages
taxable wage base) Option (b) or Option (c) for Option (d)

100% 5.7% 2.7%

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

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

20% (or $10,000, if
greater) or less 5.7% 2.7%

(f) Allocation offset. The Advisory Committee will reduce a Participant's
allocation otherwise made under this Section 3.04 by the Participant's
allocation under the following qualified plan(s) maintained by the Employer:
________________________.

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

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

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

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (g) or (h))

(g) The Employer will make any necessary additional contribution to the
Participant's Account, as described in Section e.04(B)(7)(a) of the Plan.

<PAGE>

(h) The Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: ___________________. However, the Employer will
make any necessary additional contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this Plan and not under the other
plan(s) designated in this Option (h). See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code 416.

(i) Without regard to which contributing related group member employs the
Participant.

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

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required under
Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

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

(b) To reduce the Employer contribution for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

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

(c) First to reduce the Plan's ordinary and necessary administrative expenses
for the Plan Year and then will allocate any remaining forfeitures in the manner
described in Option (a) or in Option (b), whichever applies.

<PAGE>

3.06 ACCRUAL OF BENEFIT.

Compensation Taken Into Account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation
under Adoption Agreement Section 3.04 by taking into account: (Choose (a) or
(b))

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

(b) The Employee's Compensation only for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.

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

(c) Safe Harbor rule. If the Participant is employed by the Employer on the last
day of the Plan Year, the Participant must complete at least one Hour of Service
for that Plan Year. If the Participant is not employed by the Employer on the
last day of the Plan Year, the Participant must complete at least 501 Hours of
Service during the Plan Year.

(d) Hours of Service condition. The Participant must complete the following
minimum number of Hours of Service for the Plan Year: (Choose at least one of (1
through (4))

(1) 1,000 Hours of Service.

(2) (Specify, but the number of Hours of Service may not exceed 1,000)
______________.

(3) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of:
(Choose (i) through (iii)

(i) Death.

(ii) Disability.

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

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

(e) Employment conditions. The Participant must be employed by the Employer on
the last day of the Plan year, irrespective of whether he satisfies any Hours of
Service condition under Option (d), unless his employment terminates because of:
(Choose (1) or at least one of (2) through (4))

<PAGE>

(1) No exceptions.

(2) Death.

(3) Disability.

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

(f) (Specify other conditions, if applicable): ________________.

Suspension of Accrual Requirements. The suspension of accrual
requirements of Section 3.06(E) of the Plan: (Choose (g), (h) or
(i))

(g) Applies to the Employer's Plan.

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

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

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

(a) The product of:

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

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

(b) The total Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

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

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

<PAGE>

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

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

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination with top heavy minimum allocation. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications:
(Choose (c) or at least one of (d) or (e))

(d) For Non-Key Employees participating only in this Plan, the top heavy minimum
allocation is the minimum allocation described in Section 3.04(B) determined by
substituting _____% (not less than 4%) for "3%", except: (Choose (1) or (2))

(1) No exceptions.

(2) Plan Years in which the top heavy ratio exceeds 90%.

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

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

(i) No exceptions.

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

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

Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan:
___________________________.

<PAGE>

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

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT

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

(a) ____________ [State age, but may not exceed age 65].

(b) The later of the date the Participant attains _______ years of age or the
__________________ anniversary of the first day of the Plan Year in which the
Participant commenced participation in the Plan. [The age selected may not
exceed age 65 and the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section 5.02
of the Plan: (Choose (a) or choose one or both of (b) and (c))

(a) Does not apply.

(b) Applies to death.

5.03 VESTING SCHEDULE. The Employer elects the following vesting schedule:
(Choose (a) or (b); (C) and (d) are available only in addition to (b))

(a) Immediate vesting, 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions under Adoption
Agreement Section 2.01(b) require 2 years of service or more than 12 months of
employment.]

(b) Graduated Vesting Schedules.

Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)

Year of Nonforfeitable Year of Nonforfeitable
Service Percentage Service Percentage

Less than 1 ________ Less than 1 ________
1 ________ 1 ________
2 ________ 2 ________
3 ________ 3 ________

<PAGE>

4 ________ 4 ________
5 ________ 5 ________
6 or more 100% 6 ________
7 or more ________

(c) Minimum vesting. A Participant's Nonforfeitable Accrued Benefit will never
be less than the lesser of $__________ or his entire Accrued Benefit, even if
the application of the graduated vesting schedule under Option (b) would result
in a smaller Nonforfeitable Accrued Benefit.

[Note: Under Option (b), the Employer must complete a Top Heavy Schedule which
satisfies Code ss.416. The Employer, at its option, may complete a Non Top Heavy
Schedule. The Non Top Heavy Schedule must satisfy Code ss.411(a)(2). Also see
Section 7.05 of the Plan.]

(d) The Top Heavy Schedule under Option (b) applies: (Choose (1)
or (2))

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

(2) In the Plan Year for which the Plan first is top heavy
and then is all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

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

(e) Subject to the vesting election under Options (a), or (b).

(f) 100% Nonforfeitable at all times, irrespective of the vesting election under
Option (b).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C)
of the Plan: (Choose (a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0% vested
Participants.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

(a) Plan Years.

(b) Employment Years. An Employment Year is the 12 consecutive month period
measured from the Employee's Employment Commencement Date and each

<PAGE>

successive 12 consecutive month period measured from each anniversary of that
Employment Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

(d) ___________ Hours of Service. [Note: The Hours of Service requirement
may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically excludes the
following Years of Service: (Choose (a) or at least one of (b) through (e))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age
of _______________. [Note: The age selected may not exceed age 18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Bread in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service no required to be taken into account under this exception by reason of
any prior Break in Service.

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

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits. The elections under this Article VI may
not eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

<PAGE>

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means
_______________________________________________________________________________.

[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))

(a) ______________ of the _____________ Plan Year beginning after the
Participant's Separation from Service.

(b) _________________ following the Participant's Separation from Service.

(c) _________________ of the Plan Year after the Participant incurs
___________________ Break(s) in Service (as defined in Article V).

(d) _________________ following the Participant's attainment of Normal
Retirement Age, but not earlier than _________ days following his Separation
from Service.

(e) (Specify) _________________________________________________.

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

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

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

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

(h) (Specify) ________________________________________________.

Hardship. (Choose (i) or (j))

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

(j) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy. State in:
(Choose (1) or (2))

(1) Section 6.01(A)(4) of the Plan.

<PAGE>

(2) The addendum to this Adoption Agreement, numbered Section 6.01, in
lieu of the policy stated in Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

(k) Treats the default as a distributable event. The Trustee, at the time of the
default, will reduce the Participant's Nonforfeitable Accrued Benefit by the
lesser of the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.

(l) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) of the Plan's
security interest in that Nonforfeitable Accrued Benefit.

(m) (Specify) ________________________________________________.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will apply
Section 6.02 of the Plan with the following modifications: (Choose (a) or at
least one of (b) (c), (d) and (e))

(a) No modifications.

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

(1) Is not available under the Plan.

(2) May not exceed the lesser of _________________ years of the maximum
period permitted under Section 6.02.

(3) (Specify) ____________________________________________.

(d) The Plan permits the following annuity options: _______________________
Any Participant who elects a life annuity option is subject to the requirements
of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section 6.04(E). [Note:
The Employer may specify additional annuity options in an addendum to this
Adoption Agreement, numbered 6.02(d).]

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

<PAGE>

6.03 BENEFIT PAYMENT ELECTIONS.

Participant Elections After Separation from Service. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

(a) As of any distribution date, but no earlier than __________ of
the _________________________________ Plan Year beginning after the
Participant's Separation from Service.

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

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from Service.

(3) Any distribution date in the ________________________ Plan Year(s)
beginning after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
________ Break(s) in Service (as defined in Article V).

(5) Any distribution date following attainment of age ___________ and
completion of at least ____________ Years of Service (as defined in
Article V).

(6) (Specify) ___________________________________________.

Participant Elections Prior to Separation from Service. Subject to the
restrictions of Article VI, the following distribution options apply under the
Employer's Plan prior to a Participant's Separation from Service. (Choose (d) or
at least one of (e) through (h))

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

(e) Attainment of Specified Age. Until he retires, the Participant
has a continuing election to receive all or any portion of his Nonforfeitable
Accrued Benefit after he attains: (Choose (1) or (2))

(1) Normal Retirement Age.

<PAGE>

(2) _______________ years of age and is at least _________%
vested in his Accrued Benefit. [Note: If the percentage is
less than 100%, see the special vesting formula in Section
5.03.]

(f) After a Participant has participated in the Plan for a period of not less
than _______ years and he is 100% vested in his Accrued Benefit, until he
retires, the Participant has a continuing election to receive all or any portion
of his Accrued Benefit. [Note: The number in the blank space may not be less
than 5.]

(g) Hardship. A Participant may elect a hardship distribution prior to his
Separation from Service in accordance with the hardship distribution policy:
(Choose (1) or (2))

(1) Under Section 6.01(A)(4) of the Plan. In no event may a
Participant receive a hardship distribution under this
Option (g) before he is at least _________________$ vested
in his Accrued Benefit. [Note: If the percentage in the
blank is less than 100%, see the special vesting formula in
Section 5.03.]

(2) Provided in the addendum to this Adoption Agreement, numbered
Section 6.03.

(h) (Specify) _____________________________________________.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(2) or (h) of this Adoption
Agreement Section 6.03.]

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The annuity
distribution requirements of Section 6.04: (Choose (a) or (b))

(a) Apply only to a Participant described in Section 6.04(E) of the
Plan (relating to the profit sharing exception to the joint and survivor
requirements).

(b) Apply to all Participants.

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

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than a
distribution from a segregated Account) occurs more than 90 days after the most
recent valuation date, the distribution will include interest at: (Choose (a),
(b) or (c))

(a) __________% per annum. [Note: The percentage may equal 0%.]

<PAGE>

(b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

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

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

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

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee must
value the Trust Fund on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) ________________________________________________.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

The Employer must complete this addendum only if the restated Effective Date
specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
_____________________________. [Note: May not be effective later than the first
day of the first Plan Year beginning after the Employer executes this Adoption
Agreement to restate the Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning after
_______________________.

(c) Suspension of Years of Service. The suspension of Years of Service
rule elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after _____________________.

<PAGE>

(d) Contribution/allocation formula. The contribution formula elected under
Adoption Agreement Section 3.01 and the method of allocation elected under
Adoption Agreement Section 3.04 is effective for Plan Years beginning after
_____________________.

(e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after ______________.

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

(g) Elimination of Net Profits. The requirement for the Employer not to
have net profits to contribute to this Plan is effective for Plan Years
beginning after ________________. [Note: The date specified may not be earlier
than December 31, 1985.]

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

(i) (Specify) ________________________________________________.

For Plan Years prior to the special Effective Date, the terms of the Plan prior
to its restatement under this Adoption Agreement will control for purposes of
the designated provisions. A special Effective Date may not result in the delay
of a Plan provision beyond the permissible Effective Date under any applicable
law requirements.

Execution Page

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this ___________ day of
________________, 19________.

Name and EIN of Employer: _____________________________________

Signed: _______________________________________________________

Name(s) of Trustee: ___________________________________________

_______________________________________________________________

Signed: _______________________________________________________

_______________________________________________________________

Name of Custodian: ____________________________________________

<PAGE>

Signed: _______________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: ____________________.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: INVESCO Trust Company, 7800 E. Union Ave., Denver, Colorado,
(303 779-0731).

Reliance on Opinion Letter. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.

PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, the Signatory Employer to the Execution Page of the Adoption
Agreement.

1. The Effective Date of the undersigned Employer's participation in the
designated Plan is ___________________.

2. The undersigned Employer's adoption of this Plan constitutes:

(a) The adoption of a new plan by the Participating Employer.

<PAGE>

(b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as _________________________,
and having an original effective date of __________________________.

Dated this ___________ day of ______________________, 19______.

Name of Participating Employer: _______________________________

Signed: _______________________________________________________

Participating Employer's EIN: _________________________________

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

Name of Signatory Employer: ___________________________________

Accepted: _____________________________________________________
[Date]

Signed: _______________________________________________________

Name(s) of Trustee: ___________________________________________

Accepted: _____________________________________________________
[Date]

Signed: _______________________________________________________

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

NS PSP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee, INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will charge an annual trust fee. Note: See Trustee Comments on page 17
for further explaination of Non-discretionary Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Profit Sharing Plan.

<PAGE>

1.07 Employee

If you want the plan to cover all types of employees, select option (a). If you
want to exclude from the plan any group(s) of employees, select any combination
of (b) or (g).

Leased Employees

You may exclude leased employees from participation (option h). However, the
plan must satisfy the coverage rules of Code Section 410(b) and 401(a)(26),
consult your legal or financial counsel.

Related Employers

You may exclude related employers from participating in the plan (option j).
However, the plan must satisfy the coverage rules of Code Section 410(b) and
401(a)(26), consult your legal or financial counsel.

1.12 Compensation

Treatment of elective contributions - Choose option (a) if you prefer to "add
back" employee elective contributions to compensation for purposes of allocating
employer contributions, forfeitures and for non-discrimination testing.

Modifications to Compensation - You must choose option (C) or any combination of
(d) through (j). Any exclusion of compensation may result in unallowable
discrimination. Your accountant may want to test for any discriminatory effect
of excluding any type of compensation.

1.17 Plan Year

You must define the "plan year." Usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account). For administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January 1) and the
year.

Restated Plan - Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Original established date
- - Enter the original effective date of your plan from your prior Adoption
Agreement.

<PAGE>

1.27 Hours of Service

Choose which method you wish to use for counting hours worked by an employee to
accrue benefits. Option (b), the equivalency method, is explained in Section
1.27 of the plan. Option (a) is usually chosen.

1.29 Service for Predecessor Employer

Under this option, you may elect to count service for a predecessor employer
when you are not maintaining the plan of the predecessor employer. (Used
primarily in the event of a merger or acquisition.)

1.31 Leased Employees

The law requires you to state how your plan would treat a leased employee who
could become a participant, even if you don't intend to ever lease employees.
Choose option (a) covering the employee without regard to the leasing company's
plan or option (b) the reduction method. Usually Option (b)(1) is chosen.

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot
exceed age 21).

b. Pick how long (service) an employee must work to become a
participant.

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

Dual Eligibility - This section allows you to grandfather into the plan current
employees who have not met the eligibility requirements and apply the
eligibility requirements to newly hired employees. Restated plans usually chose
(i)(2).

2.02 Year of Service

Option (b) should only be chosen if you wish to require less than 1000 hours to
be worked by an employee for eligibility, contributions and vesting. Usually
Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
Plan Year is chosen for administrative convenience.

<PAGE>

2.03 Break In Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

2.06 Election Not to Participate

This option allows employees and participants to elect out of participation.
However, these employees are considered when performing all non-discrimination
tests. Option (a) is chosen for administrative convenience.

3.01 Contributions and Forfeitures

Option (a) provides for a discretionary formula. Option (b) allows the employer
to determine the contribution separately for different catagories of
participants. Options (c) and (d) allow the employer to choose a fixed
contribution formula.

Net Profits - An employer may require net profits to make its contribution or
may disregard profits to determine the contribution. If the employer selects
option (g), it must also complete the three blanks.

3.04 Contribution Allocation

Allocation formula. The primary allocation formulas are in Options (a), (b), (c)
and (d). Option (a) is a Nonintegrated formula and allocates the employer
contribution proportionate to total compensation. Options (b), (c) and (d) are
alternatives for integrated plans. Usually option (a)(2) is chosen for non
integrated plans.

The two-tiered formula under Option (b) maximizes the disparity permitted under
the integration rules. Accordingly, the allocation in the first tier results in
an equal allocation percentage based on total compensation and based on excess
compensation. This equal allocation percentage may not exceed the maximum
disparity percentage (5.7%, 5.4%, or 4.3%) described in he second column of the
Maximum Disparity Table. After completion of the first tier allocation, the
second step allocates the remaining contribution proportionate to total
compensation, in the same manner as the nonintegrated formula.

Under the three-tiered formula under Option (c), the plan: (i) first allocates
based on total compensation, but the allocation percentage may not exceed the
maximum disparity percentage determined under the second column of the Maximum
Disparity Table; (ii) then allocates based on excess compensation, but the
allocation percentage may not exceed the maximum disparity percentage determined
under the second column of the Maximum Disparity Table; and (iii) completes the
allocation on the basis of total compensation.

<PAGE>

The four-tier allocation under Option (d) is a hybrid of Options (b) and (c).
The sole purpose of Option (d) is to use the first tier to satisfy the 3% top
heavy minimum, then use a progression of three additional tiers to make maximum
use of the permitted disparity rules. The second tier allocates solely on the
basis of excess compensation, with a maximum allocation under the second tier
equal to 3% of each participant's excess compensation. The third tier is the
same as the first tier under Option (b). The fourth tier is a prorata allocation
based on total compensation.

3.05 Forfeiture Allocation

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
option (b).

Accrual Requirements - Specify the service requirements a participant must
satisfy to receive an allocation. You may specify an hours of service
requirement, waive the service requirement for specific contributions and/or
require the participant to be employed on the last day to receive a
contribution.

Suspension of Accrual Requirements

This section allows you to suspend some or all of the accrual requirements found
in Section 3.06(E) of the plan for participants to receive allocations. This
would apply in plan years when a plan may not satisfy coverage and participation
requirements. For administrative convenience choose option (g).

3.15 More than One Plan

This section only applies if you (the employer) maintain another defined
contribution plan (e.g.: profit sharing, money purchase, 401(k) or target
benefit) that covers at least one participant in this plan.

3.18 Defined Benefit Limitation

Check option (a) if you have never maintained a defined benefit plan for any
participants in this plan. If you have or are currently maintaining a defined
benefit under option (b), choose which plan's benefit would be reduced if a
participant's total allocations for a year were to exceed the allowable limit.

<PAGE>

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting Death/Disability

You may choose to allow 100% vesting to participants that terminate from service
because of death option (b) or disability option (c).

5.03 Vesting Schedule

Choose what vesting schedule(s) you want to apply to employer discretionary
contributions and matching contributions. If you choose option (b), you must at
a minimum complete the top-heavy vesting schedule. Remember, if the eligibility
requirements are more than one year, option (a) must be chosen.

Complete the Top Heavy Schedule based upon the following:

Year of Service
1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

Optional: Complete the Non Top Heavy Schedule based upon the
following:

Years of Service
1
2 3 (not less than 20%) 4 (not less than 40%) 5 (not less than 60%) 6 (not less
than 80%) 7 (not less than 100%)

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

<PAGE>

5.08 Prior Years of Service

By choosing options (b) through (e) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

The Employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit. Under a restated plan, the elections under Article VI, to the extent
they differ from previous plan provisions regarding optional forms of benefit,
may not eliminate an optional form of benefit with respect to the account
balance accrued as of the date the Employer executes the restated adoption
agreement (or, if later, the effective date of that restated adoption
agreement). An optional form of benefits includes the form of payment (e.g.,
lump sum or installments), the timing of payment (e.g., immediately after
separation form service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g., right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

With this in mind, if you are restating an existing plan, pay close attention to
the distribution features under that document and your administrative practice
of distributions. In all cases, try to mirror or liberalize those distribution
features when restating onto this document.

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
administratively reasonable period of time" from the distribution date. Typical
distribution dates for 401(k) plans are semi-annual dates or quarterly dates.

Nonforfeitable Accrued Benefit Not Exceeding #3500

When a separate participants vested balance does not exceed $3500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" and therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (f) and (h).

<PAGE>

Hardship - This option states whether or not the plan would allow a separated
participant to receive a hardship distribution, prior to receiving a total
distribution of his/her vested account balance.

Default on a Loan - This election does not create a loan policy. You (the
employer) must elect the timing of the plan's foreclosure if a participant's
loan were to be defaulted upon even if you do not intend to offer loans in your
plan.

6.02 Method of Payment

You may choose the standard forms of payment if this is a brand new plan and not
a restatement. Elect any one or combination of options (b) through (e). If no
modifications are necessary, elect option (a).

6.03 Participant Elections After Separation From Service

You must choose when an employee who has separated from service, with a vested
benefit greater than $3500, may elect to commence distributions. This election
will be tied directly to the "distribution date" definition earlier.

Participant Elections Prior to Separation from Service

The following distribution elections apply to employer discretionary account
regardless of vested account balances, prior to employment separation. If you
prefer not to allow any distribution options from these accounts prior to
separation, select option (d).

6.04 Annuity Distributions

the law requires distributions to certain participants to be in the form of
commercial insurance annuities, unless consented to and waived by both the
participant and his or her spouse. Participants that are subject to this
requirement are identified in section 6.04(E) of the Plan. For administrative
convenience choose option (a). If you are restating a plan that was subject to
the joint and survivor annuity rules, you must select Option (b).

9.10 Value of Benefit

This option allows the employer to add interest to a participant's balance, if a
distribution occurs more than 90 days after the most recent plan valuation. You
do not have to provide an interest addition under this section and may complete
option (a) with 0%.

<PAGE>

10.03 Investment Powers

Complete this section if you (the employer) wish to allow the plan to invest in
qualifying employer securities, you should consult your legal counsel. The term
"qualifying employer securities" has a specific meaning under ERISA and may not
include all securities.

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally, option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates of any
of the listed items (a) through (j) have an effective date other than your
restated effective date in adoption agreement section 1.18. Since some
provisions in the Tax Reform Act of 1986 were not effective until 1988 or 1989
the few provisions (if any) that have later effective dates must specify when
they are effective.

a. Compensation definition may not be later than the first day of your
1991 plan year.

b. Eligibility conditions may not be later than the first day of your
1989 plan year.

c. Suspension of years of service may not be earlier than the first day of
your 1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day
of your 1989 plan year.

e. Accrual requirements may not be earlier than the first day of your 1989
plan year.

f. Employment condition may not be earlier than the first day of your 1991
plan year.

g. Elimination of Net Profits may not be earlier than December 31, 1985.

h. Vesting schedule may not be later than the first day of your 1989 plan
year.

i. Allocation of Earnings may not be earlier than the first day of the
1990 plan year.

Execution Page

<PAGE>

Employer's EIN. If the Employer is a sole proprietorship, the individual sole
proprietor should execute as Employer. If the Employer is a corporation or a
partnership, an officer or a partner, as applicable, should execute the adoption
agreement on behalf of the Employer.

Trustee.

If you selected option (a) of Section 1.02, then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non-discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole-proprietorship. The Named Fiduciary is
responsible for selecting plan investment.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
necessarily correspond to the 3-digit adoption agreement number specified at the
top of the first page of the adoption agreement. Consult your Counsel if unsure
what 3-digit plan number to use.

Instructions for the Participation Agreement

This adoption agreement includes a Participation Agreement under which a related
group member of the signatory Employer to the execution page may participate in
the same plan with that Employer. Each related group member wishing to become a
participating Employer should execute a separate Participation Agreement. See
Section 1.30 of the Plan for the definition of related Employers.

<PAGE>

(1) have the related group member execute a Participation Agreement; or (2)
elect in Adoption Agreement Section 1.07 to include the employees of that
related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute tot he plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). The addendum instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Under approach
(2), the plan will retain its qualified status, but contributions the Employer
makes on behalf of a nonparticipating related group member's employees may not
be deductible (even if otherwise within the limitations of Code ss.404),
resulting in an excise tax to the contributing Employer.

Unrelated Employers. The Master Plan does not allow the participation in a
single plan of unrelated Employers (i.e., Employers that do not satisfy the
related group definition in Section 1.30 of the plan).

legal\adop-agr\nspspaa.001

Adoption Agreement #002
Letter Serial No. D346279a

Nonstandardized Money Purchase Pension Plan

Nonstandardized Money Purchase Pension Plan Features - Maximum employer
contributions - Ability to exclude classifications of employees - May enforce
last-day requirement for employer contribution - Allows integrated contribution
formula

Provided by:
The Financial Funds

Managed & Distributed by
INVESCO Funds Group, Inc.
Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

ADOPTION AGREEMENT #002
NONSTANDARDIZED MONEY PURCHASE PLAN

The undersigned, _______________________________________ ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the INVESCO Trust company Defined Contribution Master Plan (basic plan document
#01) by adopting the accompanying Plan and Trust in full as if the Employer were
a signatory to that Agreement. The employer makes the following elections
granted under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))

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

(b) A nondiscretionary Trustee. See Section 10.03[B] of the
Plan. [Note: The Employer may not elect Option (b) if a Custodian
executes the Adoption Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is
- ---------------------------------------------------------------.

1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b)
through (g))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan, the
Employer must be able to provide evidence that retirement benefits were the
subject of good faith bargaining.]

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

(d) Commission Salesmen.

(e) Any Employee compensated on a salaried basis.

(f) Any Employee compensated on an hourly basis.

(g) (Specify)

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

<PAGE>

(h) Not eligible to participate in the Plan.

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

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

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

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

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

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

(d) The plan excludes Compensation in excess of $_____________.

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

(f) The Plan excludes bonuses.

(g) The Plan excludes overtime.

(h) The Plan excludes Commissions.

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

<PAGE>

(j) (Specify) _______________________________________________.

1.17 PLAN YEAR/LIMITATION YEAR.

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

(a) The 12 consecutive month period ending every _____________.

(b) (Specify) ________________________________________________.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every ______________.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is __________________.

Restated Plan. The restated Effective Date is _________________.

This Plan is a substitution and amendment of an existing retirement plan(s)
originally established _____________________.
(Note: See the Effective Date Addendum.)

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

(a) The actual method.

(b) The ___________________________ equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at least
one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly
payroll periods" or "monthly."]

<PAGE>

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the
predecessor service the Plan must credit by reason of Section
1.29 of the Plan, the Plan credits Service with the following
predecessor employer(s): _____________________________________
______________________________________________________________.
Service with the designated predecessor employer(s) applies:
(Choose at least one of (a) or (b); (c) is available only in
addition to (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan and
also participates in a plan maintained by the leasing organization: (Choose (a)
or (b))

(a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking into
account the Leased Employee's allocation, if any, under the leasing
organization's plan.

(b) The Advisory committee will reduce a Leased Employee's
allocation of Employer contributions under this Plan by the Leased Employee's
allocation under the leasing organization's plan, but only to the extent that
allocation is attributable to the Leased Employee's service provided to the
Employer. The leasing organization's plan:

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

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

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:
(Choose (a) or (b) or both)

<PAGE>

(a) Attainment of age ___________________ (specify age, not exceeding 21).

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in
Service. See Section 2.03(A) of the Plan.

(3) ________________ months (not exceeding 24) following the
Employee's Employment Commencement Date.

(4) One Hour of Service.

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

(d) The first day of the Plan Year.

(e) (Specify entry dates) ____________________________________.

Time of Participation. An Employee will become a Participant,
unless excluded under Adoption Agreement Section 1.07, on the
Plan Entry Date (if employed on that date): (Choose (f), (g) or
(h))

(f) immediately following

(g) immediately preceding

(h) nearest __________________________________________________
the date the Employee completes the eligibility conditions
described in Options (a) and (b) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection
of (f), (g) or (h) with the "Plan Entry Date" selection in (c),
(d) or (e). Unless otherwise excluded under Section 1.07, the
Employee must become a Participant by the earlier of: 91) the
first day of the Plan Year beginning after the date the Employee
completes the age and service requirements of Code ss.410(a); or
(2) 6 months after the date the Employee completes those
requirements.]

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

(i) All Employees of the Employer, except: (Choose (1) or (2))

(1) No exceptions.

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

<PAGE>

(j) Solely to an Employee employed by the Employer after ________________.
If the Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (Choose (1), (2) or (3))

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

(2) Under the eligibility conditions in effect under the Plan
prior to the restated Effective Date. [For restated plans only]

(3) (Specify) ____________________________________________.

2.02 YEAR OF SERVICE - PARTICIPATION.

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

(a) 1,000 Hours of Service

(b) ___________ Hours of Service during an eligibility
computation period to receive credit for a Year of Service.
[Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility
computation period described in Section 2.02 of the Plan, the
Plan measures the eligibility computation period as: (Choose (c)
or (d))

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

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the plan: (Choose (a) or (b))

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

(b) Applies to the Employer's Plan.

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

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

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

<PAGE>

(1) An election is effective for Plan Year if filed no later
than ________________.

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

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

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

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

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

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT. The amount of the Employer's annual contribution to the Trust will
equal: (Choose (a), (b), (c), (d) or (e); (f) is mandatory if the Employer
elects (b) or (c), or Adoption Agreement Section 3.04(b)(2))

(a) Nonintegrated Contribution Formula. ___________% of each Participant's
Compensation for the Plan Year.

(b) Integrated Contribution Formula. (Complete both percentages) _____% of
each Participant's Compensation for the Plan Year in excess of the Integration
Level. [Note: The second percentage may not exceed the lesser of the first
percentage or the applicable percentage described in the Maximum Disparity
Table.]

(c) Step-rate Integrated Contribution Formula. (Complete both
percentages) ___________% of each Participant's Compensation for the Plan Year
which does not exceed the Integration Level, plus __________________% of each
Participant's Compensation for the Plan Year in excess of the Integration Level.
[Note: The difference between the second percentage and the first percentage may
not exceed the lesser of the first percentage or the applicable percentage
described in the Maximum Disparity Table.]

(d) Flat Contribution Formula. (Choose (1), (2) or (3); (4) is
optional only in addition to (2) or (3))

(1) $_____________, subject to the limitations of Part 2 of
Article III of the Plan.

(2) For each Participant, $_______________ for each
________________________________________________________.

<PAGE>

(3) For each Participant, _________% of Compensation for each
_____________________________________________________.

(4) The contribution on behalf of any Participant: (Choose
(i) or (iii)

(i) May not exceed _____________________________.

(ii) May not be less than _______________________.

(e) Frozen Plan Formula. This Plan is a frozen Plan effective ________________.
The Employer will not contribute to the Plan with respect to any period
following that stated date.

(f) Integration Level. The Integration Level under the Plan is:
(Choose (1) or (2))

(1) __________% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act in effect on
the first day of the Plan Year. (Choose any combination of (i) and (ii)
or choose (iii))

(i) Rounded to _____________ (but not exceeding the
taxable wage base).

(ii) But not greater than $_________________.

(iii)Without any further adjustment or limitation.

(2) $______________ [Note: Not exceeding the taxable wage base for the
Plan Year in which this Adoption Agreement first is effective.

Maximum Disparity Table. For purposes of Options (b) and (c) and
Adoption Agreement Section 3.04(b)(2), the applicable percentage
is:

Integration Level (as Applicable
percentage of taxable wage base) Percentage

100% 5.7%

More than 80% but less than 100% 5.4%

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

20% (or $10,000, if greater) or less 5.7%

Application of contribution formula. The Employer will determine its
contribution under Options (a), (b), (c) or (d) by taking into account only the
Participants who satisfy the conditions under Section 3.06 for an allocation of
Employer contributions and only the Participant's Compensation taken into

<PAGE>

account under Section 3.06. The Employer contribution on behalf of a Participant
may not exceed the Participant's annual additions limitation described in Part 2
of Article III, even if the contribution formula otherwise would require a
larger contribution. The Employer will reduce its contribution for a Plan Year
if an allocation offset elected by the Employer under Section 3.04 requires
reduction of that contribution.

Coordination with defined benefit plan. If the Employer maintains a defined
benefit plan under which at least one Participant in this Plan participates, the
Employer will determine its contribution under Options (a), (b), (c) or (d) by
reducing the total contribution, if necessary, to equal the maximum deductible
amount under Code ss.404(a)(7). If the Employer must reduce its contribution,
the Employer determines its contribution with respect to each Participant by
adjusting each percentage under Options (a), (b), (c) or (d) by the same ratio
as the reduced total Employer contribution for the Plan Year bears to the total
Employer contribution determined without application of Code ss.404(a)(7). The
Employer may modify this paragraph by attaching an addendum to this Adoption
Agreement, numbered 3.01, setting forth the modified provision.

Related Employers. Unless obligated by the joint and several liability
provisions of the Code or of ERISA, a related group member, as defined in
Section 1.30 of the Plan, may not contribute to this Plan unless it executes a
Participation Agreement, even if its Employees are Participants in the Plan. The
signatory Employer and any Participating Employer(s) will satisfy the annual
contribution under this Section 3.01 as agreed upon by those Employers. A
Participating Employer may attach a schedule to this Adoption Agreement, in the
same format as this Section 3.01 and Section 3.04, designating separate
contribution and allocation formulas. If a Participating Employer attaches a
separate contribution/allocation schedule, the contributions, and attributable
Participant forfeitures, made by that Participating Employer are allocable only
to the Employees of that Participating Employer. If a Participant receives
Compensation from more than one contributing Employer and that Participant is
subject to two or more contribution/allocation formulas, the Advisory Committee
will apply the contribution/allocation formulas, the Advisory Committee will
apply the contribution/allocation formulas by prorating among the separate
formulas the Participant's Compensation and any integration level applicable to
the Participant.

3.04 CONTRIBUTION ALLOCATION

Method of Allocation. (Choose (a) or (b); (c) is optional to (a)
or (b))

(a) Incorporation of Contribution Formula. Subject to any restoration allocation
required under Section 5.04, the Advisory Committee will allocate and credit

<PAGE>

each annual Employer contribution to the account of each Participant who
satisfies the conditions of Section 3.06, in accordance with the contribution
formula adopted by the Employer under Adoption Agreement Section 3.01. [Note:
The Employer must elect this Option (a) if it elects Adoption Agreement Section
3.01(b), (c), (d)(2) or (d)(3). The Employer may not elect this Option (a) with
Adoption Agreement Section 3.01(d)(1).]

(b) Allocation Formula Different From Contribution Formula. (Choose (1) or (2))
[Note: The Employer must elect this Option (b) if it elected Adoption Agreement
Section 3.01(d)(1). The Employer may not elect this Option (b) if it elected
Adoption Agreement Section 3.01(b), (c), (d)(2) or (d)(3).

(1) Nonintegrated Allocation Formula. The Advisory Committee will
allocate the annual Employer contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

(2) Two-Tiered Integrated Allocation Formula - Maximum Disparity.
First, the Advisory Committee will allocate the annual Employer
contributions in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed
the applicable percentage (5.6% or 4.3%) listed under the Maximum
Disparity Table in Adoption Agreement Section 3.01. A Participant's
"Excess Compensation" is his Compensation for the Plan Year in excess
of the Integration Level elected under Adoption Agreement Section
3.01(f).

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

(c) Allocation offset. The Advisory Committee will reduce a Participant's
allocation otherwise made under this Section 3.04 by the Participant's
allocation under the following qualified plan(s) maintained by the Employer:
________________________________________________________________________________
_______________________________________________________________________________.

(1) By treating the term "Employer contribution" as including all
amounts paid or accrued by the Employer during the Plan Year to the
qualified plan(s) referenced under this Option (c). If a Participant
under this Plan also participates in that other plan, the Advisory
Committee will treat the amount the Employer contributes for or during
a Plan Year on behalf of a Particular Participant under such other plan
as an amount allocated under this Plan to that Participant's Account

<PAGE>

for that Plan Year. The Advisory Committee will make the computation
of allocation required under the immediately preceding sentence before
making any allocation required by this Section 3.04.

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

Top Heavy Minimum Allocation - Method of Compliance. If a
Participant's allocation under this Section 3.04 is less than the top
heavy minimum allocation to which he is entitled under Section
3.04(B): (Choose (d) or (e))

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

(e) The Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: ______________________. However, the Employer
will make any necessary additional contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this Plan and not under the other
plan(s) designated in this Option (e). See Section 3.04(B)(7)(b) of the Plan.

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required under
Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture: (Choose (a) or (b); (c) is optional in addition to (a) or (b))

(a) Reduction of Employer contribution. In accordance with Section 3.04, to
reduce the Employer contribution for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

(2) immediately following the plan Year in which the forfeiture occurs.

(b) Increased allocation. In addition to the Employer contribution for the Plan
Year in which the forfeiture occurs. The Advisory Committee will allocate the
Participant forfeitures for a Plan Year to the Account of each Participant who
satisfies the conditions of Section 3.06: (Choose (1) or (2))

(1) in the same ratio that such Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan
Year.

<PAGE>

(2) as an Employer contribution for the Plan Year, in accordance with
Option (b) of Adoption Agreement Section 3.04, as if the Participant
forfeiture were an additional Employer contribution for that Plan
Year.

(c) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year, and then will allocate any remaining
forfeitures in the manner described in Option (a) or in Option (b),
whichever applies.

3.06 ACCRUAL OF BENEFIT.

Compensation Taken Into Account. For the Plan Year in which the
Employee first becomes a Participant, the Advisory Committee will
determine the contribution/allocation under Adoption Agreement
Sections 3.01 and 3.04 by taking into account: (Choose (a) or
(b))

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

(b) The Employee's Compensation for the portion of the Plan Year in which the
Employee actually is a Participant in the Plan.

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

(d) Hours of Service condition. The Participant must complete the following
minimum number of Hours of Service for the Plan Year: (Choose at least one of
(1) through (4))

(1) 1,000 Hours of Service.

(2) (Specify, but the number of Hours of Service may not exceed 1,000)
_____________________________________.

(3) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose at least one of
(i) through iii))

(i) Death.

(ii) Disability.

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

<PAGE>

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

(e) Employment condition. The Participant must be employed by the Employer on
the last day of the Plan Year, irrespective of whether he satisfies any Hours of
Service condition under Option (c), unless his employment terminates because of:
(Choose (1) or at least one of (2) through (4))

(1) No exceptions.

(2) Death.

(3) Disability.

(4) Attainment of Normal Retiement Age in the current Plan Year or in a
prior Plan Year.

(f) (Specify other conditions, if applicable):
_____________________________________________________.

Suspension of Accrual Requirements. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

(g) Applies to the Employer's Plan.

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

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

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

(a) The product of:

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

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

<PAGE>

(b) The total Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of
the Plan: (Choose (a) or (b))

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

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

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

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

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

(i) No exceptions.

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

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

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

(i) No exceptions.

<PAGE>

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

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

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

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

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

(a) ____________________ [State age, but may not exceed age 65.]

(b) The later of the date the Participant attains __________ years of age or the
_________ anniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age 65 and
the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section 5.02
of the Plan: (Choose (a) or choose one or both of (b) and (c))

(a) Does not apply.

(b) Applies to death.

5.03 VESTING SCHEDULE. The Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only in addition to (b))

(a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The Employer
must elect Option (a) if the eligibility conditions conditions under Adoption
Agreement Section 2.01(b) require 2 years of service or more than 12 months of
employment.]

<PAGE>

(b) Graduated Vesting Schedules.

Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)

Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage

Less than 1 _______ Less than 1 _______
1 _______ 1 _______
2 _______ 2 _______
3 _______ 3 _______
4 _______ 4 _______
5 _______ 5 _______
6 or more _______ 6 _______
7 or more _______

(d) The Top Heavy Schedule under Option (b) applies: (Choose (1) or (2))

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

(2) In the Plan Year for which the Plan first is top heavy
and then in all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

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

(e) Subject to the vesting election under Options (a) or (b).

(f) 100% Nonforfeitable at all times, irrespective of the vesting election under
Option (b).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C)
of the Plan: (Choose (a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0% vested
Participants.

<PAGE>

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

(a) Plan Years.

(b) Employment Years. An Employment Year is the 12 consecutive month period
measured from the Employee's Employment Commencement Date and each successive 12
consecutive month period measured from each anniversary of that Employment
Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

(d) __________ Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer
specifically excludes the following Years of Service: (Choose (a)
or at least one of (b) through (e))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age
of _________________. [Note: The age selected may not exceed age
18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Bread in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service not required to be taken into account under this exception by reason of
any prior Break in Service.

<PAGE>

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.(d)(6) Protected Benefits. The elections under this Article VI may not
eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means
___________________________________________________________.
[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

(a) _________________ of the ______________ Plan Year beginning after the
Participant's Separation from Service.

(b) _________________ following the Participant's Separation from Service.

(c) ___________________ of the Plan Year after the Participant incurs
___________________ Break(s) in Service (as defined in Article V).

(d) ____________________ following the Participant's attainment of Normal
Retirement Age, but not earlier than _____________ days following his Separation
from Service.

(e) (Specify) ______________________________________________.

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

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

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

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

(h) (Specify) ______________________________________________.

<PAGE>

Hardship. (Choose (i) or (j)

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

(j) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in:
(Choose (1) or (2))

(1) Section 6.01(A)(4) of the Plan.

(2) The addendum to this Adoption Agreement, numbered Section 6.01, in
lieu of the policy stated in Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

(k) Treats the default as a distributable event only if the Participant has
incurred a Separation from Service or has attained Normal Retirement Age. If
either condition applies, the Trustee, at the time of the default or, if later,
at the time either condition first occurs, will reduce the Participant's
nonforfeitable Accrued Benefit by the lesser of the amount in default (plus
accrued interest) or the Plan's security interest in that Nonforfeitable Accrued
Benefit.

(l) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit.

(m) (Specify) _______________________________________________.
[Note: Option (m) may not treat default as a distributable event
earlier than the Participant's Separation from Service unless the
Participant has attained Normal Retirement Age.]

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will apply
Section 6.02 of the Plan with the following modifications: (Choose (a) or at
least one of (b), (c) and (d))

(a) No modifications.

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

(1) Is not available under the Plan.

<PAGE>

(2) May not exceed the lesser of ________________ years or the maximum
period permitted under Section 6.02.

(3) (Specify) ___________________________________________.

(d) The Plan permits the following annuity options: ___________.
[Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

6.03 BENEFIT PAYMENT ELECTIONS.

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

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

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from Service.

(3) Any distribution date in the _________________ Plan Year(s)
beginning after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
__________________ Break(s) in Service
(as defined in Article V).

(5) Any distribution date following attainment of age ________________
and completion of at least _____________ Years of Service (as defined
in Article V).

(6) (Specify) _________________________________________.

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

<PAGE>

(e) Attainment of Normal Retirement Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable Accrued
Benefit after he attains Normal Retirement Age.

(f) Specify) ____________________________________. [Note: Option (f) may not
permit in service distributions prior to attainment of Normal Retirement Age.]

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICI-
PANTS' ACCOUNTS

(a) _________________% per annum. [Note: The percentage may equal 0%.)

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee must
value the Trust Fund on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) _____________________________________________.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

(a) Compensation definition. The Compensation definition of Section 1.12 (other
than the $200,000 limitation) is effective for Plan Years beginning after
____________________________. [Note: May not be effective later than the first
day of the first Plan Year beginning after the Employer executes this Adoption
Agreement to restate the Plan for the Tax Reform Act of 1986, if applicable.]

<PAGE>

(b) Eligibility conditions. the eligibility conditions specified in Adoption
Agreement Section 2.01 are effective for Plan Years beginning after
______________________________.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning ___________________________.

(e) Reallocation of Forfeitures. The reallocation of forfeitures under Section
3.05 applies to Plan Years beginning after ________________________________.
[Note: The date specified may not be earlier than December 31, 1985.]

(f) Accrual requirements. The accrual requirements of Section 3.06 are effective
for Plan Years beginning after _____________________________.

(g) Employment condition. The employment condition of Section 3.06 is effective
for Plan Years beginning after _____________________________.

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

(i) (Specify) ______________________________________________.

Execution Page

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance on this _______________ day of
______________________, 19_____.

<PAGE>

Name and EIN of Employer: ____________________________________

Signed: ______________________________________________________

Name(s) of Trustee: __________________________________________

______________________________________________________________

Signed: ______________________________________________________

______________________________________________________________

Name of Custodian: ___________________________________________

Signed: ______________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See
Section 10.03 of the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: ____________.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employees of any amendment of this
Master Plan of any abandonment or discontinuance by the Master Plan Sponsor of
its maintenance of this Master Plan. For inquiries regarding the adoption of the
Master Plan, the Master Plan Sponsor's intended meaning of any plan provisions
or the effect of the opinion letter issued to the Master Plan Sponsor, please
contact the Master Plan Sponsor, please contact the Master Plan Sponsor at the
following address and telephone number: INVESCO Trust Company, 7800 E. Union
Ave., Denver, Colorado (303) 799-0731.

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: __________________________.

2. The undersigned Employer's adoption of this Plan constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as __________________, and
having an original effective date of
--------------------.

Dated this ________ day of _____________________, 19_________.

Name of Participating Employer: ________________________________

Signed: ________________________________________________________

Participating Employer's EIN:___________________________________

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

Name of Signatory Employer: ____________________________________

Accepted: ______________________________________________________
[Date]

Signed: ________________________________________________________

Name(s) of Trustee: ____________________________________________

Accepted: ______________________________________________________
[Date]

Signed: ________________________________________________________

[note: Each Participating Employer must execute a separate
Participation Agreement. See the Execution Page of the Adoption
Agreement for important Master Plan information.]

<PAGE>

NS MP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee. INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will charge an annual trust fee. Note: See Trustee Comments on page 16
for further explaination of Non-discretionary Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Money Purchase Pension Plan.

1.07 Employee

If you want the plan to cover all types of employees, select option (a). If you
want to exclude from the plan any group(s) of employees, select any combination
of (b) through (g). When a retirement plan excludes employees in options (d)
through (g) from participation, the plan is subject to a minimum coverage test
to maintain its "tax qualified" status. Your accounting firm should be notified
to perform the test annually.

Leased Employees

You may exclude leased employees from participation (option h). However, the
plan must satisfy the coverage rules of Code Section 410(b) and 401(a)(25),
consult your legal or financial counsel.

Related Employers

1.12 Compensation

Treatment of elective contributions - Choose option (a) if you prefer to "add
back" employee elective 401(k), contributions to compensation for purposes of
allocating employer contributions, forfeitures and for non-discrimination
testing.

Modifications to Compensation

Modifications to Compensation - You must choose option (C) or any combination of
(d) through (j). Any exclusion of compensation may result in unallowable
discrimination, your accountant may want to test for any discriminatory effect
of excluding any type of compensation.

<PAGE>

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January 1) and the
year.

Restated Plan - Effective date - if you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Original established date
- - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

1.29 Service for Predecessor Employer

1.31 Leased Employees

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot exceed
age 21).

b. Pick how long (service) an employee must work to become a
participant.

<PAGE>

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi- annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

Dual Eligibility - This section allows you to include the plan current employees
who have not met the eligibility requirements and apply the eligibility
requirements to newly hired employees.
Restated plans usually chose (i)(2).

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000 hours to
be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
is chosen for administrative convenience.

2.03 Break In Service

This option may impose a complicated re-entry date for employees who have
termination or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

2.06 Election Not To Participate

this option allows employees and participants to elect out of participation.
However, these employees are considered when performing all non-discrimination
tests. Option (a) is chosen for administrative convenience.

3.01 Contributions and Forfeitures

Amount - The employer must select a definite contribution formula under a money
purchase pension plan. Options (a) and (d) are nonintegrated formulas, options
(b) and (c) are integrated formulas.

Option (d) allows the employer to choose a fixed amount for the contribution
regardless of compensation (options (d)(1) or (d)(2). Alternatively, the
employer may choose a fixed percentage of compensation, based upon units of
time, (option (d)(3)). The employer may choose optoin (d)(4) only in addition to
options (d)(2) or (d)(3). Option (d)(4) allows the employer to establish both a
maximum and/or a minimum contribution.

Options (b) and (c) are two approaches to allowing permitted disparity in he
contribution formula. Option (b) applies the first percentage to a participant's
total compensation. Option (C) applies the first percentage only to compensation
not exceeding an integration level.

<PAGE>

3.04 Contribution Allocation

There are two approaches for allocating (dividing up) the contribution to
participants. Option (a) mirrors the contribution formula chosen in Section
3.01. Option (a) must be chosen if the employer chose either integrated
contribution formula 3.01(a) or (b) of if the employer chose 3.01(d)(2) or
(d)(3).

Option (b) allows the employer to take a "profit sharing" approach to allocating
the contribution if the employer chose a fixed percentage or amount in Section
3.01. Under option (b) the employer has the choice of pro-rate (nonintegrated)
or a two-tiered integrated formula.

Option (c) is available only in addition to options (a) and (b). Option (c)
reduces a participant's allocation under this plan by an amount accrued under
the employer's other specified plan.

3.05 Forfeiture Allocation

Choose the method of allocating (dividing up) forfeitures of terminated
non-vested participant balances. Option (a) allocates forfeitures to reduce
employer contributions. Option (b) allocates forfeitures to increase employer
allocations.

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
Option (b).

Suspension of Accrual Requirements

3.15 More Than One Plan

<PAGE>

3.18 Defined Benefit Limitation

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting: Death/Disability

You may choose to allow 100% vesting to participants that terminate from service
because of death, option (b) or disability, option (c).

5.03 Vesting Schedule

Complete the Top Heavy Schedule based upon the following:

Years of Service
1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

Optional: Complete the Non Top Heavy Schedule based upon the
following:

Years of Service or
1 1 0%
2 2 0
3 (not less than 20%) 3 0
4 (not less than 40% 4 0
5 (not less than 60%) 5 100
6 (not less than 80%)
7 (not less than 100%)

<PAGE>

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant has
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

5.08 Prior Years of Service - Vesting

By choosing options (b) through (e) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

The employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit (Option Forms of Benefit). Under a restated plan, the elections under
Article VI, to the extent they differ from previous plan provisions regarding
optional forms of benefit, may not eliminate an optional form of benefit with
respect to the account balance accrued as of the date the Employer executes the
restated adoption agreement (or, if later, the effective date of that restated
adoption agreement). An optional form of benefit includes the form of payment
(e.g., lump sum or installments), the timing of payment (e.g., immediately after
separation from service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g., right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
"administratively reasonable period of time" from the distribution date. A
typical distribution date for money purchase plans would be 60 days after the
plan year end.

Nonforfeitable Accrued Benefit Not Exceeding $3500.

<PAGE>

When a separated participants vested balance does not exceed $3500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" and therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan. Usually an employer chooses Option (a) and
writes in "the first distribution date" of the "first" plan year beginning after
the Participant's separation from service.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (f) and (h). Usually an
employer chooses Option (g).

6.02 Method of Payment

Money purchase pension plans require payouts to be in the form of a commercial
annuity unless properly waived. The employer may in options (b) and (c), if this
is a new plan, limit the alternative method of payment. Caution: an employer
cannot eliminate a prior method of payment by restating the plan onto this
document.

6.03 Participant Elections after Separation from Service

Participant Elections Prior to Separation from Service

9.10 Value of Benefit

<PAGE>

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally, option (a) is chosen.

Instructions for Effective Date Addendum

a. Compensation definition may not be later than the first day of your 1991 plan
year.

b. Eligibility conditions may not be later than the first day of your 1989 plan
year.

c. Suspension of years of service may not be earlier than the first day of your
1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day of your
1989 plan year.

e. Reallocation of forfeitures may not be earlier than December 31, 1985.

f. Accrual requirements may not be earlier than the first day of your 1989 plan
year.

g. Employment condition may not be earlier than the first day of your 1991 plan
year.

h. Vesting schedule may not be later than the first day of your 1989 plan year.

i. Allocation of Earnings may not be earlier than the first day of the 1990 plan
year.

Execution Page

The Employer must complete the date on which it executes the adoption agreement
and must execute the signature for the Employer. The execution page provides two
lines above the signature line to print or type the name of the Employer and the
Employer's EIN. If the Employer is a sole proprietorship, the individual sole
proprietor should execute as Employer. If the Employer is a corporation or a
partnership, an officer or a partner, as applicable, should execute the adoption
agreement on behalf of the Employer.

<PAGE>

Trustee

If you selected option (a) of Section 1.02, then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust Company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non-discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole-proprietorship. The Named Fiduciary is
responsible for selecting plan investment.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
correspond to the 3- digit adoption agreement number specified at the top of the
first page of the adoption agreement. Consult your Counsel if unsure what
3-digit plan number to use.

Instructions for the Participation Agreement

<PAGE>

related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute to the plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). Additional instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Please contact us.
Under approach (2), the plan will retain its qualified status, but contributions
the Employer makes on behalf of a nonparticipating related group member's
employees may not be deductible (even if otherwise within the limitations of
Code ss.404), resulting in an excise tax to the contributing Employer.

legal\adop-agr\nsmpaa.002

Adoption Agreement #003
Letter Serial No. D246280a

Standardized Profit Sharing Plan Adoption Agreement

Features of Standardized Profit Sharing Plan

- - Allows for integration of contributions with Social Security
- - Incorporates top-heavy vesting schedule
- - May be paired with INVESCO Money Purchase Pension Plans

Provided by:
The Financial Funds
Managed & Distributed by
INVESCO Funds Group, Inc.

Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

ADOPTION AGREEMENT #003
STANDARDIZED PROFIT SHARING PLAN
(PAIRED PROFIT SHARING PLAN)

The undersigned, --------------------------------------------- ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the INVESCO Trust Company Defined Contribution Master Plan (basic plan document
#01) by adopting the accompanying Plan and Trust in full as if the Employer were
a signatory to that Agreement. The employer makes the following elections
granted under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 trustee. The Trustee executing this Adoption Agreement is: (Choose (a)
or (b))

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

(b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
The Employer may not elect Option (b) if a Custodian executes the Adoption
Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is
- -------------------------------------------------------------.

1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) or (c))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan, the
Employer must be able to provide evidence that retirement benefits were the
subject of good faith bargaining.]

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

Related Employers/Leased Employees. An Employee of any member of the
Employer's related group (as defined in Section 1.30 of the Plan), and any
Leased Employee treated as an Employee under Section 1.31 of the Plan, is
eligible to participate in the Plan, unless excluded by reason of Options (b) or
(c). [Note: A related group member may not contribute to this Plan unless it
executes a Participation Agreement, even if its Employees are Participants in
the Plan.]

<PAGE>

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

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

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

Modifications to Compensation definition. (Choose (c) or at least one of
(d) and (e))

(d) The Plan excludes Compensation in excess of $-----------------.

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

1.17 PLAN YEAR/LIMITATION YEAR.

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

(a) The 12 consecutive month period ending every ---------------.

(b) (Specify) --------------------------------------------------.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every ---------------.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is ------------------.

Restated Plan. The restated Effective Date is ------------------.
This Plan is a substitution and amendment of an existing
retirement plan(s) originally established ----------------------.
(Note: See the Effective Date Addendum.)

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

(a) The actual method.

(b) The ------------------------ equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at
least one)

<PAGE>

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition tot he predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s):
- -------------------------. Service with the designated predecessor employer(s)
applies: (Choose at least one of (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

1.31 LEASED EMPLOYEES.

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

(b) The Advisory Committee will reduce the Leased Employee's allocation of
Employer contributions under this Plan by the Leased Employee's allocation under
the safe harbor plan, but only to the extent that allocation is attributable to
the Leased Employee's service provided to the Employer. [Note: The Employer may
not elect Option (b) if a Paired Plan or any other plan of the Employer makes a
similar reduction for the same plan of the leasing organization.]

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:

<PAGE>

(Choose (a) or (b) or both)

(a) Attainment of age -------------------- (specify age, not exceeding 21).

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in
Service. See Section 2.03(A) of the Plan.

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

(4) One Hour of Service.

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

(d) The first day of the Plan Year.

(e) (Specify entry dates) -------------------------------.

Time of Participation. An Employee will become a Participant, unless
excluded under Adoption Agreement Section 1.07, on the Plan Entry Date (if
employed on that date): (Choose (f), (g) or (h))

(f) immediately following

(g) immediately preceding

(h) nearest the date the Employer completes the eligibility conditions described
in Options (a) and (b) of this Adoption Agreement Section 2.01. [Note: The
Employer must coordinate the selection of (f), (g) or (h) with the "Plan Entry
Date" selection in (c), (d) of (e). Unless otherwise excluded under Section
1.07, the Employee must become a Participant by the earlier of: (1) the first
day of the Plan Year beginning after the date the Employee completes the age and
service requirements of Code ss.410(a); or (2) 6 months after the date the
Employee completes those requirements.]

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

(I) All Employees of the Employer, except: (Choose (1) or (2))

(1) No exceptions

<PAGE>

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

(j) Solely to an Employee employed by the Employer after ----------------------.
If the Employee was employed by the specified date, the Employee will become a
Participant: (Choose (1) or (2))

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

(2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date. [For restated
plans only]

2.02 YEAR OF SERVICE - PARTICIPATION.

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

(a) 1,000 Hours of Service

(b) ------------------------ Hours of Service during an eligibility computation
period to receive credit for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.

Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

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

2.03 BREAK IN SERVICE - PARTICIPATION.

The Break in Service rule described in Section 2.03(B) of the Plan: (Choose
(a) or (b))

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

(b) Applies to the Employer's Plan.

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

The amount of the Employer's annual contribution to the Trust will equal:
(Choose (a), (b), (c) or (d))

(a) The amount (or additional amount) the Employer may from time to time deem
advisable.

<PAGE>

(b) -----------------% of the Compensation of all Participants under the Plan,
determined for the Employer's taxable year for which it makes the contribution,
[Note: The percentage selected may not exceed 15%.]

(d) This Plan is a frozen Plan effective ---------------. The Employer will not
contribute to the Plan with respect to any period following the stated date.

Net Profits. The Employer: (Choose (e) or (f))

(e) Need not have Net Profits to make its annual contribution under this Plan.

(f) Must have current or accumulated Net Profits exceeding
$----------------- to make the contributions described in Option
- ------------------.

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. If more than one member of a related group
(as defined in Section 1.30) execute this Adoption Agreement, each participating
member separately will determine Net Profits. "Net Profits" includes both
current and accumulated net profits. The term "net Profits" specifically
excludes:
- ---------------------------------------------------------------.
[Note: Enter "N/A" if no exclusions apply.]

3.04 CONTRIBUTION ALLOCATION.

(a) Nonintegrated Allocation Formula. The Advisory Committee will allocate the
annual Employer contributions (and Participant forfeitures) in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

<PAGE>

(b) Two-Tiered Integrated Allocation Formula - Maximum Disparity. First,
the Advisory Committee will allocate the annual Employer contributions (and
Participant forfeitures) in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following Option (e).

(c) Three-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer contributions (and Participant forfeitures) in
the same ratio that each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan Year. The allocation
under this paragraph, as a percentage of each Participant's Compensation must
not exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the
Maximum Disparity Table following Option (e).

Finally, the advisory Committee will allocate any remaining annual Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total Compensation of
all Participants for the Plan Year.

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

<PAGE>

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

(e) Excess Compensation. For purposes of Option (b), (c) or (d), "Excess
Compensation" means Compensation in excess of the following Integration Level:
(Choose (1) or (2))

(1) -------% (not exceeding 100%) of the taxable wage base, as determined
under Section 230 of the Social Security Act, in effect on the first day
of the Plan Year: (Choose any combination of (i) and (ii) or choose (iii))

(i) Rounded to ------------------------- (but not exceeding
the taxable wage base).

(ii) But not greater than $----------------.

(iii) Without any further adjustment or limitation.

(2) $------------------. [Note: Not exceeding the taxable
wage base for the Plan Year in which this Adoption Agreement
first is effective.]

Maximum Disparity Table. For purposes of Options (b), (c) and
(d), the applicable percentage is:

Integration Level Applicable Percentages Applicable
(as percentage of for Option (b) or Percentages
taxable wage base) Option (c) For Option (d)
- --------------------------------------------------------------------------------
100% 5.7% 2.7%

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

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

20% (or $10,000, if
greater) or less 5.7% 2.7%

<PAGE>

Top Heavy Minimum Allocation - Eligible Participant. A Participant is
entitled to the top heavy minimum allocation in Section 3.04(B) of the Plan if
he is employed by the Employer on the last day of the Plan Year, unless: (Choose
(f) or (g))

(f) No exceptions.

(g) The Participant is a Key Employee for the Plan Year.

[Note: If the Employer selects this Option (g), it will have to determine
for each Plan Year who are the Key Employees under the Plan.]

Top Heavy Minimum Allocation - Method of Compliance. If a
Participant's allocation under this Section 3.04 is less than the
top heavy minimum allocation to which he is entitled under
Section 3.04(B): (Choose (h) or (i))

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

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

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

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
contributions and forfeitures to each Participant in the Plan, in accordance
with the elections in this Adoption Agreement Section 3.04, without regard to
which contributing related group member employs the Participant. A Participant's
Compensation includes Compensation from all related employers, irrespective of
which related employers are contributing to the Plan.

3.05 FORFEITURE ALLOCATION.

Subject to any restoration allocation required under Sections 5.04 or 9.14,
the Advisory Committee will allocate a Participant forfeiture in accordance with
Section 3.04: (Choose (a) or (b); (c) is optional in addition to (a) or (b))

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

<PAGE>

(b) To reduce the Employer contribution for the Plan Year:
(Choose (1) or (2))

(1) in which the forfeiture occurs.

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

3.06 ACCRUAL OF BENEFIT.

Compensation Taken Into Account. For the Plan Year in which the
Employee first becomes a Participant, the Advisory Committee will
determine the allocation under Adoption Agreement Section 3.04 by
taking into account: (Choose (a) or (b))

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

(b) The Employee's Compensation only for the portion of the Plan Year in which
the Employee actually is a Participant in the Plan, except (Choose (1) or (2))

(1) No exceptions.

(2) For purposes of the first 3% of Compensation allocated to all
Participants under Options (a), (c) or (d) of Adoption Agreement Section
3.04, whichever applies, the Advisory Committee will take into account the
Employee's
Compensation for the entire Plan Year.

Accrual Requirements. To receive an allocation of Employer contributions and
Participant forfeitures, if any, for the Plan year, a Participant must satisfy
the accrual requirements of this paragraph. If the Participant is employed by
the Employer on the last day of the Plan Year, the Participant must complete at
least one hour of Service for that Plan Year. If the Participant terminates
employment with the Employer during the Plan year, the Participant must complete
at least ------------- Hours of Service (not exceeding 501) during the Plan
Year, except: (Choose (C) or (d))

(d) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose at least
one of (1), (2) and (3))

(1) Death.

(2) Disability.

<PAGE>

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

3.15 MORE THAN ONE PLAN LIMITATION.

If the provisions of Section 3.15 apply, the Excess Amount attributed to
this Plan equals: (Choose (a), (b) or (c))

(a) The product of:

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

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

(b) The total Excess Amount.

[Note: If the Employer adopts Paired Plans available under this Master
Plan, the Employer must coordinate its elections under Section 3.15 of each
Adoption Agreement.]

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of
the Plan: (Choose (a) or (b))

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

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

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

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

[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]

Override of 100% Limitation. The Employer elects: (Choose (c) or 9d))

<PAGE>

(c) To apply the 100% limitation described in Section 3.19(1) of the Plan
in all Limitation Years. [Note: This election will avoid having to calculate the
Plan's top heavy ratio for any year.]

(d) Not to apply the 100% limitation for Limitation Years in which the Plan's
top heavy ratio (as determined under Section 1.33 of the Plan) does not exceed
90%, but only if the defined benefit plan satisfies the extra minimum benefit
requirements of Code ss.415(h)(2) (and the applicable Treasury regulations)
after taking into account the Employer's election under Options (e), (f), (g) or
(h) of this Section 3.18. To determine the top heavy ratio, the Advisory
Committee will use the following interest rate and mortality assumptions to
value accrued benefits under a defined benefit plan:
- ---------------------------------------. [Note: This election will require the
Advisory Committee to calculate the Plan's top heavy ratio.]

(e) No modifications.

(f) By substituting 4% for 3% in Paragraph 9b) of Section 3.04(B)(1) of the
Plan, but only for any Plan Year in which Option (d) applies to override the
100% limitation.

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

(h) By eliminating the top heavy minimum allocation. [Note: The Employer
may not select this Option (h) if the defined benefit plan does not guarantee
the top heavy minimum benefit under Code ss.416 for every Participant in this
Plan who is a Non-Key Employee.]

<PAGE>

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT.

Normal Retirement Age under the Plan is: (Choose (a) or (b))

(a) ---------------------------------- [State age, but may not exceed age
65].

(b) The later of the date the Participant attains -------- years of age or the
- -----------nniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age 65 and
the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY.

The 100% vesting rule under Section 5.02 of the Plan: (Choose (a) or choose
one or both of (b) and (c))

(a) Does not apply.

(b) Applies to death.

5.03 VESTING SCHEDULE.

The Employer elects the following vesting schedule: (Choose (a) or (b); (c)
is available only in addition to (b))

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

[Note: The Employer must elect Option (a) if the eligibility conditions
under Adoption Agreement Section 2.01(b) require 2 years of service or more than
12 months of employment.]

(b) Graduated Vesting Schedules. (Choose (1), (2) or (3))

(1) 6-year graded (2) 3-year cliff (3) Modified Top

Year of Nonforfeitable Year of Nonforfeitable Year of Nonforfeitable
Service Percentage Service Percentage Service Percentage
- --------------------------------------------------------------------------------
Less Less Less
than 2 0% than 3 0% than 1 ------
2 20% 3 or more 100% 1 ------
3 40% 2 ------
4 60% 3 ------
5 80% 4 ------
6 or more 100% 5 ------

6 or more 100%

[Note: Under Option (b)(3), the vesting schedule must satisfy the
top heavy requirements of Code ss.416.]

<PAGE>

(c) Minimum vesting. A Participant's Nonforfeitable Accrued Benefit will never
be less than the lesser of $------------- or his entire Accrued Benefit, even if
the application of the graduated vesting schedule under Option (b) would result
in a smaller Nonforfeitable Accrued Benefit.

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT.

The deemed cash-out rule described in Section 4.04(C) of the Plan: (Choose
(a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0%
vested Participants.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

(a) Plan Years.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (choose (c) or (d))

(d) ----------- Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING.

The Employer specifically excludes the following Years of Service: (Choose
(a) or at least one of (b), (c) and (d))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age of
- --------------------. [Note: The age selected may not exceed age 18.]

(

<PAGE>

d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or the
aggregate number of the Years of Service prior to the Break. This exception
applies only if the Participant is 0% vested in his Accrued Benefit derived from
Employer contributions at the time he has a Break in Service. Furthermore, the
aggregate number of Years of Service before a Break in Service do not include
any Years of Service not required to be taken into account under this exception
by reason of any prior Break in Service.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits. The elections under this Article VI may
not eliminate Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption ate
or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means
- --------------------------------------------------------------.
[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c) or
(d))

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

(b) ------------------ following the Participant's Separation from
Service.

(c) ------------------------ of the Plan Year after the Participant incurs
- ---------------------------- Break(s) in Service (as defined in Article V).

(d) following the Participant's attainment of Normal Retirement Age, but
not earlier than --------------- days following his Separation from Service.

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

Disability. The distribution date, subject to the limitations of Section
6.01(A)(3), is: (Choose (e) or (f))

<PAGE>

(e) ------------------ after the Participant terminates employment because of
disability.

(f) The same as if the Participant had terminated employment without
disability.

Hardship. (Choose (g) or (h))

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

(h) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in
Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (i) or (j))

(i) Treats the default as a distributable event. The Trustee, at the time of the
default, will reduce the Participant's Nonforfeitable Accrued Benefit by the
lesser of the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.

(j) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT.

The Advisory Committee will apply Section 6.02 of the Plan with the
following modifications: (Choose (a) or (b))

(a) No modifications.

(b) The Plan permits the following annuity options:
- ----------------------------------------------------------------.
Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(b).]

6.03 BENEFIT PAYMENT ELECTIONS.

<PAGE>

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

(b) As of the following date(s): (Choose at least one of Options
(1) and (5))

(1) As of any distribution date after the close of the Plan Year in which
the Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from
Service.

(3) Any distribution date in the -------------- Plan Year(s) beginning
after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
------------ Break(s) in Service (as defined in Article V).

(5) Any distribution date following attainment of age --------- and
completion of at least --------- Years of Service (as defined in Article
V).

(d) Attainment of Specified Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable Accrued
Benefit after he attains: (Choose (1) or (2))

(1) Normal Retirement Age.

(2) ------------------- years of age and is at least ----------%
vested in his Accrued Benefit. [Note: If the percentage is
less than 100%, see the special vesting formula in Section
5.03.]

(e) After a Participant has participated in the Plan for a period of not
less than ------------ years and he is 100% vested in his Accrued Benefit, until
he retires, the Participant has a continuing election to receive all or any
portion of his Accrued Benefit. [Note: The number in the blank space may not be
less than 5.]

(f) Hardship. A Participant may elect a hardship distribution prior to his
Separation from Service in accordance with the hardship distribution policy
under Section 6.01(A)(4) of the Plan. In no event may a Participant receive a

<PAGE>

hardship distribution under this Option (f) before he is at least
- ---------% vested in his Accrued Benefit. [Note: If the percentage in the
blank space is less than 100%, see the special vesting formula in Section 5.03.]

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

The annuity distribution requirements of Section 6.04: (Choose
(a) or (b))

(a) Apply only to a Participant described in Section 6.04(E) of the Plan
(relating to the profit sharing exception to the joint and survivor
requirements).

(b) Apply to all Participants.

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

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT.

If a distribution (other than a distribution from a segregated Account)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a) or (b))

(a) --------------% per annum. [Note: The percentage may equal 0%.]

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST.

In addition to each Accounting Date, the trustee must value the Trust Fund
on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) -------------------------------------------.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

<PAGE>

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
- ----------. [Note: May not be effective later than the first day of the first
Plan Year beginning after the Employer executes this Adoption Agreement to
restate the Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. The eligibility conditions specified in Adoption
Agreement Section 2.01 are effective for Plan Years beginning after
- -------------.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after -------------------.

(e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after ----------. [Note: If the effective
date is later than Plan Years beginning after December 31, 1989, the accrual
requirements in the Plan prior to its restatement may not be more restrictive
for post-1989 Plan Years than the requirements permitted under Adoption
Agreement Section 3.06.]

(f) Elimination of Net Profits. The requirement for the Employer not to
have net profits to contribute to this Plan is effective for Plan Years
beginning after ---------------------------. [Note: The date specified may
not be earlier than December 31, 1985.]

(g) Vesting Schedule. The vesting schedule elected under Adoption Agreement
Section 5.03 is effective for Plan Years beginning after ---------------------.

Execution Page

The Trustee (and custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan

<PAGE>

and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) signified its acceptance, on this ---------- day of
- -----------------, 19----.

Name and EIN of Employer: --------------------------------------

Signed: --------------------------------------------------------

Name(s) of Trustee: --------------------------------------------

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

Signed: ---------------------------------------------------------

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

Name of Custodian: ----------------------------------------------

Signed: ---------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See
Section 10.03 of the Plan.]

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.
The Master Plan Sponsor offers the following Paired Pension Plan(s) with this
Paired Profit Sharing Plan, identified by 3-digit adoption agreement number:
- -----------------------------------------------------------------

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of an amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: 7800 E. Union Ave., Denver, Colorado 80201, (303) 779- 0731.

<PAGE>

another plan if this Plan, or the Paired Pension Plan, amended and restated that
prior plan and the prior plan was the same type of plan as the restated plan. If
the Employer maintains or has maintained another plan other than a Paired
Pension Plan, including a welfare benefit fund, as defined in Code ss.419(e),
which provides post-retirement medical benefits for key employees (as defined in
Code ss.419A(d)(3)), or an individual medical account (as defined in Code
ss.415(1)(2)), the Employer may not rely on this Plan's qualified status unless
it obtains a determination letter from the applicable IRS Key District office.

PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, --------------------------------------------
- --------------------------------------------------- the Signatory Employer to
the Execution Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's
participation in the designated Plan is -------------------------------.

2. The undersigned Employer's adoption of this Plan
constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently maintained
by the Employer, identified as ------------------------------------- and having
an original effective date of ---------------------------------------.
Dated this ---------------- day of ------------------, 19------.

Name of Participating Employer: ----------------------------------

Signed: ----------------------------------------------------------

Participating Employer's EIN: -------------------------------------

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

Name of Signatory Employer: -------------------------------------

Signed: --------------------------------------------------

Accepted:--------------------------------------------------
[Date]

<PAGE>

Name(s) of Trustee: --------------------------------------------

Signed: --------------------------------------------------

Accepted: ------------------------------------------------
[Date]

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

STN PSP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee, INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will be the Trustee and will charge an annual trust fee. Note: See
Trustee Comments on page 14 for further explaination of Non-discretionary
Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Profit Sharing Plan.

1.07 Employee

If you want the plan to cover all employees, select option (a). If you want to
exclude from the plan any group(s) of employees, select any combination of (b)
or (c).

Related Employers/Leased Employers

You may not exclude leased employees or related employers from participation
unless they are excluded under options (b) or (c) of Section 1.07.

1.12 Compensation

Treatment of elective contributions

Choose option (a) if you prefer to "add back" employee elective 401(k)
contributions to compensation for purposes of allocating employer contributions,
forfeitures and for non-discrimination testing.

<PAGE>

Modifications to Compensation - You must choose option (c) or any
combination of (d) or (e). Any exclusion of compensation may result in
unallowable discrimination.

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January
1) and the year.

Restated Plan 0 Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Originally established
date - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

Choose which method you wish to use for counting hours worked by an
employee to accrue benefits. Option (b), the equivalency method, is explained in
Section 1.27 of the plan. Usually Option (a) is chosen.

1.29 Service for Predecessor Employer

1.31 Leased Employees

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot exceed
age 21).

b. Pick how long (service) an employee must work to become a participant.

<PAGE>

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

Dual Eligibility - This section allows you to include in the plan current
employees who have not met the eligibility requirements and apply the
eligibility requirements to newly hired employees.
Restated plans usually choose (i)(2).

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000
hours to be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary (Option (c) or the plan year
(Option (d)). Option (d) is chosen for administrative convenience.

2.03 Break in Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

Article III

3.01 Amount

Option (a) provides for a discreationary formula. Option (b) allows the employer
to determine the contribution separately for different catagoaries of
participants. Options (c) and (d) allow the employer to choose a fixed
contribution formula.

Net Profits - An employer may require net profits to make it's contribution or
may disregard profits to determine the contribution. If the employer selects
Option (f) it must also complete the two blanks.

3.04 Contribution Allocation

Allocation formula. The primary allocation formulas are in Options (a), (b), (c)
and (d). Option (a) is a nonintegrated formula and allocates the employer
contribution proportionate to total compensation. Options (b), (c) and (d) are
alternatives for integrated plans. Usually option (a) is chosen for
non-integrated plans.

<PAGE>

The two-tiered formula under Option (b) maximizes the disparity permitted under
the integration rules. Accordingly, the allocation in the first tier results in
an equal allocation percentage based on total compensation and based on excess
compensation. This equal allocation percentage may not exceed the maximum
disparity percentage (5.7%, 5.4% or 4.3%) described in the second column of the
Maximum Disparity Table. After completion of the first tier allocation, the
second step allocates the remaining contribution proportionate to total
compensation, in the same manner as the nonintegrated formula.

Under the three-tiered formula of Option (c), the plan: (i) first allocates
based on total compensation, but the allocation percentage may not exceed the
maximum disparity percentage determined under the second column of the Maximum
Disparity Table; (ii) then allocates based on excess compensation, but the
allocation percentage may not exceed the maximum disparity percentage determined
under the second column of the Maximum Disparity Table; and (iii) completes the
allocation on the basis of total compensation.

The four-tiered allocation under Option (d) is a hybrid of Options (b) and (c).
The sole purpose of Option (d) is to use the first tier to satisfy the 3% top
heavy minimum, then use a progression of three additional tiers to make maximum
use of the permitted disparity rules. The second tier allocates solely on the
basis of excess compensation, with a maximum allocation under the second tier
equal to 3% of each participant's excess compensation. The third tier is the
same as the first tier under Option (c). The fourth tier is a prorata allocation
based on total compensation.

3.05 Forfeiture Allocation

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
option (b).

Accrual Requirements - Specify the service requirements a participant must
satisfy to receive an allocation. You may specify an hours of service
requirement, no greater than 501 hours. Standardized plans have relaxed
contribution requirements. A participant will receive an employer contribution
and forfeitures if they meet either of the two requirements below.

<PAGE>

Requirement #1

If the Participant was employed on the last day of the plan year and worked for
at least one hour during the plan year, or

Requirement #2

If the Participant terminates employment during the plan year after working at
least 501 hours for the employer.

3.15 More Than One Plan

3.18 Defined Benefit Limitation

Check option (a) if you have never maintained a defined benefit plan for any
participants in this plan. If you have or are currently maintaining a defined
benefit plan. Choose under option (b), which plan's benefit would be reduced if
a participant's total allocations for a year were to exceed the allowable limit.

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting Death/Disability

You may choose to allow 100% vesting for participants that terminate from
service because of death option (b) or disability option (c).

5.03 Vesting Schedule

Complete the Modified Top Heavy schedule based upon the following:

Years of Service

1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)

<PAGE>

5 (not less than 80%)
6 (not less than 100%)

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

5.08 Prior Years of Service

By choosing options (b) through (d) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article VI

The Employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit (Optional Forms of Benefit). Under a restated plan, the elections under
Article VI, to the extent they differ from previous plan provisions regarding
optional forms of benefit, may not eliminate an optional form of benefit with
respect to the account balance accrued as of the date the Employer executes the
restated adoption agreement (or, if later, the effective date of that restated
adoption agreement). An option form of benefit includes the form of payment
(e.g., lump sum or installments), the timing of payment (e.g., immediately after
separation form service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g. right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

6.01 Distribution Date

<PAGE>

"administratively reasonable period of time" from the distribution date. A
typical distribution date for a Profit Sharing plan is 90 days after the plan
year end.

Nonforfeitable Accrued Benefit Not Exceeding $3,500

When a separated participant's vested balance does not exceed $3,500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" an therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (e) and (f).

6.02 Method of Payment

You may choose the standard forms of payment if this is a brand new plan and not
a restatment. If the plan is not subject to the annuity requirements of Section
6.04, usually option (a) is chosen. If you choose to allow annuities, option (b)
special waivers and consent rules apply to all distributions.

6.03 Participant Elections After Separation from Service

You must choose when an employee who has separated from service, with a vested
benefit greater than $3,500, may elect to commence distributions. This election
will be tied directly tot he "distribution date" defined earlier.

Participant Elections Prior to Separation from Service

The following distribution elections apply to employer contributions regardless
of vested account balances, prior to employment separation. If you prefer not to
allow any distribution options from these accounts prior to separation, select
option (c).

<PAGE>

6.04 Annuity Distributions

The law requires distributions to certain participants to be in the form of
commercial insurance annuities, unless consented to and waived by both the
participant and his or her spouse. Participants subject to this requirement are
identified in section 6.04(E) of the Plan. For administrative convenience,
choose option (a). If you are restating a plan that was subject to the joint and
survivor annuity rules you must select Option (b).

9.10 Value of Benefit

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates of any
of the listed items (a) through (g) have an effective date other than your
restated effective date in Adoption Agreement Section 1.18. Some provisions in
the Tax Reform Act of 1986 were not effective until 1988 or 1989. The few
provisions, if any, that have later effective dates must specify when they are
effective.

a. Compensation definition may not be later than the first day of your 1991
plan year.

b. Eligibility conditions may not be later than the first day of your 1989
plan year.

c. Suspension of years of service may not be earlier than the first day of
your 1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day of
your 1989 plan year.

e. Accrual requirements may not be earlier than the first day of your 1989
plan year.

f. Elimination of Net Profits may not be earlier than December 31, 1985.

g. Vesting schedule may not be later than the first day of your 1989 plan
year.

<PAGE>

Execution Page

The Employer must complete the date on which it executes the adoption agreement
and must execute the signature for the Employer. The execution page provides one
line above the signature line to print or type the name of the Employer and the
Employer's EIN. If the Employer is a sole proprietorship, he or she should
execute as Employer. If the Employer is a corporation or a partnership, an
officer or a partner, as applicable, should execute the adoption agreement on
behalf of the Employer.

Trustee

If you selected option (a) of Section 1.02 then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as Custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust Company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non- discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole proprietorship. The Named Fiduciary is
responsible for selecting plan investments.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
correspond to the 3- digit adoption agreement number specified at the top of the
first page of the adoption agreement. Consult your Counsel if you are unsure
what 3-digit plan number to use.

Instructions for the Participation Agreement

<PAGE>

is necessary to satisfy the coverage requirements of Code ss.410(b) or the
minimum participation requirement of Code ss.401(a)(26). If the Employer
determines inclusion of the employees of a related group member is necessary to
maintain qualification of the plan, he Employer may take one or two approaches:
(1) have the related group member execute a Participation Agreement; or (2)
elect in Adoption Agreement Section 1.07 to include the employees of that
related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute to the plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). Additional instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Please contact us.
Under approach (2), the plan will retain its qualified status, but contributions
the Employer makes on behalf of a nonparticipating related group member's
employees may not be deductible (even if otherwise within the limitations of
Code ss.404), resulting in an excise tax to the contributing Employer.

legal\adop-agr\stnpspaa.003

Adoption Agreement #004
Letter Serial No. D246281a

Standardized Money Purchase Pension Plan

Standardized Money Purchase Pension Features

- - Allows for integration of contributions with Social Security
- - Allows for top-heavy vesting schedule
- - May be paired with INVESCO Profit Sharing Plans

Provided by:
The Financial Funds

Managed & Distributed by
INVESCO Funds Group, Inc.

Custodian:
INVESCO Trust Company

A Subsidiary of INVESCO MIM PLC

<PAGE>

Your Adoption Agreement and Basic Plan Document together constitute the rules
and parameters under which your retirement progrma will operate. Each section of
the Adoption Agreemetn requires the employer to make a selection. Whenever
possible (balancing complexity and space constraints) we have provided
instructions to the left of key selections. These instructions are intended to
assist you, the employer, in choosing the optional provisions for your
retirement program. They are not intended to substitute or replace completent
advice from your legal counsel or accountant. If further clarification is
necessary, contact your advisors or INVESCO Trust Company. We recommend that you
obtain the advice of your legal or tax advisor before you sign this Adoption
Agreement.

<PAGE>

ADOPTION AGREEMENT #004
STANDARDIZED MONEY PURCHASE PLAN
(PAIRED PENSION PLAN)

The undersigned, -------------------------------------------- ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the INVESCO Trust Company Defined Contribution Master Plan (basic plan document
#01) by adopting the accompanying Plan and Trust in full as if the Employer were
a signatory to that Agreement. The employer makes the following elections
granted under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 Trustee.

The Trustee executing this Adoption Agreement is: (Choose (a) or (b))

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

(b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
The Employer may not elect Option (b) if a Custodian executes the Adoption
Agreement.]

1.03 PLAN.

The name of the Plan as adopted by the Employer is
- -------------------------------------------------------------.

1.07 EMPLOYEE.

The following Employees are not eligible to participate in the Plan:
(Choose (a) or at least one of (b) or (c))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan).

[Note: If the Employer excludes union employees from the Plan, the Employer
must be able to provide evidence that retirement benefits were the subject of
good faith bargaining.]

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

[Note: A related group member may not contribute to this Plan unless it
executes a Participation Agreement, even if its Employees are Participants in
the Plan.]

<PAGE>

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

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

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

Modifications to Compensation definition. (Choose (c) or at least
one of (d) and (e))

(d) The Plan excludes Compensation in excess of $--------------.

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

1.17 PLAN YEAR/LIMITATION YEAR.

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

(a) The 12 consecutive month period ending every --------------.

(b) (Specify) -------------------------------------------------.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every --------------.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is -------------------.

Restated Plan. The restated Effective Date is -------------------. This
Plan is a substitution and amendment of an existing retirement plan(s)
originally established -----------------------. (Note: See the Effective Date
Addendum.)

1.27 HOUR OF SERVICE.

The crediting method for Hours of Service is: (Choose (a) or (b))

(a) The actual method.

(b) The ----------------------- equivalency method, except:

(1) No exceptions.

<PAGE>

(2) The actual method applies for purposes of: (Choose at
least one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii) Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER.

In addition to the predecessor service the Plan must credit by reason of
Section 1.29 of the Plan, the Plan credits Service with the following
predecessor employer(s): --------------------------. Service with the designated
predecessor employer(s) applies: (Choose at least one of (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

1.31 LEASED EMPLOYEES.

ARTICLE II
EMPLOYEE PARTICIPANTS

<PAGE>

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:
(Choose (a) or (b) or both)

(a) Attainment of age -------------------- (specify age, not exceeding 21).

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in
Service. See Section 2.03(A) of the Plan.

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

(4) One Hour of Service.

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

(d) The first day of the Plan Year.

(e) (Specify entry dates) --------------------------------.

Time of Participation. An Employee will become a Participant, unless
excluded under Adoption Agreement Section 1.07, on the Plan Entry Date (if
employed on that date): (Choose (f), (g) or (h))

(f) immediately following

(g) immediately preceding

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

(i) All Employees of the Employer, except: (Choose (1) or (2))

<PAGE>

(1) No exceptions

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

(j) Solely to an Employee employed by the Employer after ---------------------.
If the Employee was employed by the specified date, the Employee will become a
Participant: (Choose (1) or (2))

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

(2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date. [For restated
plans only]

2.02 YEAR OF SERVICE - PARTICIPATION.

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

(a) 1,000 Hours of Service

(b) ------------------------ Hours of Service during an eligibility computation
period to receive credit for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.

Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

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

2.03 BREAK IN SERVICE - PARTICIPATION.

The Break in Service rule described in Section 2.03(B) of the Plan: (Choose
(a) or (b))

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

(b) Applies to the Employer's Plan.

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

The amount of the Employer's annual contribution to the Trust will equal:
(Choose (a), (b), (c) or (d); (e) is mandatory if the Employer elects (b) or
(c))

<PAGE>

(a) Nonintegrated Contribution Formula. ---------------% of each Participant's
Compensation for the Plan Year.

(b) Integrated Contribution Formula. (Complete both percentages)
- ---------% of each Participant's Compensation for the Plan Year plus
- ---------% of each Participant's Compensation for the Plan Year in excess of
the Integration Level.

[Note: The second percentage may not exceed the lesser of the first
percentage or the applicable percentage described in the Maximum Disparity
Table.]

(c) Step-rate Integrated Contribution Formula. (Complete both percentages)
- --------% of each Participant's Compensation for the Plan Year which does not
exceed the Integration Level, plus ---------% of each Participant's Compensation
for the Plan Year in excess of the Integration Level. [Note: The difference
between the second percentage and the first percentage may not exceed the lesser
of the first percentage or the applicable percentage described in the Maximum
Disparity Table.]

[Note: If the Employer maintains Paired Plans, the Employer may not elect
Option (b) or Option (c) if the Paired Plan uses an integrated formula.]

(d) Frozen Plan Formula. This Plan is a frozen Plan effective
- -----------------------------. The Employer will not contribute to the Plan with
respet to any period following that stated date.

(e) Integration Level. The Integration Level under the Plan is:
(Choose (1) or (2))

(1) ------% (not exceeding 100%) of the taxable wage base, as determined
under Section 230 of the Social Security Act, in effect on the first day
of the Plan Year: (Choose any combination of (i) and (ii) or choose (iii))

(i) Rounded to -------------------- (but not exceeding
the taxable wage base).

(ii) But not greater than $----------------------.

(iii)Without any further adjustment or limitation.

(2) $------------- [Note: Not esceeding the taxable wage
base for the Plan Year in which this Adoption Agreement
first is effective.]

Maximum Disparity Table. For purposes of Options (b) and (c), the
applicable percentage is:

<PAGE>

Inegration Level (as Applicable
percentage of taxable wage base) Percentage
-----------------------------------------------------------

100% 5.7%
More than 80% but less than 100% 5.4%
More than 20% (but not less than $10,001)
and not more than 80% 4.3%
20% (or $10,000, if greater) or less 5.7%

Application of contribution formula. The Employer will determine its
contribution under Options (a), (b) or (c) by taking into account only the
Participants who satisfy the conditions under Section 3.06 for an allocation of
Employer contributions and only the Participant's Compensation taken into
account under Section 3.06. The Empoyer contribution on behalf of a Participant
may not exceed the Participant's annual additions limitation described in Part 2
of Article III, even if the contribution formula otherwise would require a
larger contribution.

Coordination with defined benefit plan. If the Employer maintains a defined
benefit plan under which at least one Participant in this Plan participates, the
Employer will determine its contribuion under Options (a), (b) or (c) by
reducign the total contibution, if necessary to equal the maximum deductible
amount under Code ss.404(a)(7). If the Employer must reduce its contribution,
the Employer determines its contibution with respect to each Participant by
adjusting each percentage under Options (a), (b) or (c) by the same ratio as the
reduced total Employer contribution for the Plan Year bears to the total
Employer contribution determined without applciation of Code ss.404(a)(7).

Related Employers. Unless obligated by the joint and several liability
provisions of the code or of ERISA, a related group member, as defined in
Section 1.30 of the Plan, may not contribute tot his Plan unless it executes a
Participation Agreement, even if its Employees are Participants in the Plan. The
signatory Employer and any Participaing Employer(s) will satisfy the annual
contribution under this Section 3.01 as agreed upon by those Employers.

3.04 CONTRIBUTION ALLOCATION.

Method of Allocation. Subject to any restoration allocation required under
Section .04, the Advisory Committee will allocate and credit each annual
Employer contribution to the Account of each Participant who satisfies the
conditions of Section 3.06, in accordance with the contribution formula adopted
by the Employer under Adoption Agreement Section 3.01.

(a) No exceptions.

<PAGE>

(b) The Participant is a Key Employee for the Plan Year. [Note: If the
Employer selects this Option (b), it will need to identify the Key Employees
under the Plan.]

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under thsi Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (c) or (d))

(c) The employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

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

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

3.05 FORFEITURE ALLOCATION.

Subject to any restoration allocation required under Sections 5.04 or 9.14,
the Advisory Committee will allocate a Participant forfeiture: (Choose (a) or
(b); (c) is optional in addition to (a) or (b))

(a) Reduction of Employer contribution. In accordance with Section 3.04, to
reduce the Employer contribution for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

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

(b) Increased allocation. In addition to the Employer contribution for the Plan
Year in which the forfeiure occurs. The Advisory Committee will allocate the
Participant forfeitures for a Plan Year to the Account of each Participant who
satisfies the conditions of Section 3.06, in the same ratio that such
Participant's Compensation for the Plan Year bears to the total Compensation of
all Participants for the Plan Year.

<PAGE>

3.06 ACCRUAL OF BENEFIT.

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory committee will detemine the contribution
under Section 3.01, and, if applicable, the allocation under Option (b) of
Section 3.05, by taking into account: (Choose (a) or (b))

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

(b) The Employee's Compensation only for the portion of the Plan Year in which
the Employee actually is a Participant in the Plan.

(d) No Hour of Service requirement if the Participant terminates employment
during the Plan Year on account of: (Choose at least one of (1), (2) and (3))

(1) Death.

(2) Disability.

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

3.15 MORE THAN ONE PLAN LIMITATION.

If the provisions of Section 3.15 apply, the Excess Amount attributed to
this Plan equals: (Choose (a), (b) or (c))

(a) The product of:

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

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

(b) The total Excess Amount.

<PAGE>

[Note: If the Employer adopts Paired Plans available under this Master
Plan, the Employer must coordinate its elections under Section 3.15 of each
Adoption Agreement.]

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

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

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

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

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

[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]

Override of 100% Limitation. The Employer elects: (Choose (c) or 9d))

c) To apply the 100% limitation described in Section 3.19(1) of the Plan
in all Limitation Years.

[Note: This election will avoid having to calculate the Plan's top heavy
ratio for any year.]

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

[Note: This election will require the Advisory Committee to calculate the
Plan's top heavy ratio.]

<PAGE>

(e) No modifications.

(f) By substituting 4% for 3% in Paragraph 9b) of Section 3.04(B)(1) of the
Plan, but only for any Plan Year in which Option (d) applies to override the
100% limitation.

(h) By eliminating the top heavy minimum allocation.

[Note: The Employer may not select this Option (h) if the defined benefit
plan does not guarantee the top heavy minimum benefit under Code ss.416 for
every Participant in this Plan who is a Non-Key Employee.]

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT.

Normal Retirement Age under the Plan is: (Choose (a) or (b))

(a) ------------------------------- [State age, but may not exceed age
65].

(b) The later of the date the Participant attains ---------(------) years of
age or the --------(---------) anniversary of the first day of the Plan Year in
which the Participant commenced participation in the Plan. [The age selected may
not exceed age 65 and the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY.

The 100% vesting rule under Section 5.02 of the Plan: (Choose (a) or choose
one or both of (b) and (c))

(a) Does not apply.

<PAGE>

(b) Applies to death.

5.03 VESTING SCHEDULE.

The Employer elects the following vesting schedule: (Choose (a) or (b); (c)
is available only in addition to (b))

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

[Note: The Employer must elect Option (a) if the eligibility conditions
under Adoption Agreement Section 2.01(b) require 2 years of service or more than
12 months of employment.]

(b) Graduated Vesting Schedules. (Choose (1), (2) or (3))

(1) 6-year graded (2) 3-year cliff (3) Modified Top
Heavy Schedule

[Note: Under Option (b)(3), the vesting schedule must satisfy the
top heavy requirements of Code ss.416.]

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT.

The deemed cash-out rule described in Section 4.04(C) of the Plan: (Choose
(a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0%
vested Participants.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

<PAGE>

(a) Plan Years.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (choose (c) or (d))

(d) ---------------- Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING.

The Employer specifically excludes the following Years of Service: (Choose
(a) or at least one of (b), (c) and (d))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age of
- --------------------.

[Note: The age selected may not exceed age 18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Break in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service not required to be taken into account under this exception by reason of
any prior Break in Service.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits. The election under this Article VI may not
eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

<PAGE>

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c) or
(d))

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

(b) ---------------------- following the Participant's Separation from
Service.

(c) ------------------------- of the Plan Year after the Participant incurs
- -------------------- Break(s) in Service (as defined in Article V).

(d) ------------- following the Participant's attainment of Normal
Retirement Age, but not earlier than -------------- days following his
Separation from Service.

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

Disability. The distribution date, subject to the limitations of Section
6.01(A)(3), is: (Choose (e) or (f))

(e) ----------------- after the Participant terminates employment because
of disability.

(f) The same as if the Participant had terminated employment without
disability.

Hardship. (Choose (g) or (h))

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

(h) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in
Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (i) or (j))

<PAGE>

(i) Treats the default as a distributable event only if the
Participant has incurred a Separation from Service or has attained Normal
Retirement Age. If either conditions applies, the Trustee, at the time of
the default or, if later, at the time either conditions first occurs, will
reduce the Participant's Nonforfeitable Accrued Benefit by the lesser of
the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.

(j) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Setion 6.03
of the Plan, the Trustee will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable Accrued
Benefit.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT.

The Advisory Committee will apply Section 6.02 of the Plan with the
following modifications: (Choose (a) or (b))

(a) No modifications.

(b) The Plan permits the following annuity options:
- ----------------------------------------------------------------.
[Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(b).]

6.03 BENEFIT PAYMENT ELECTIONS.

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

(b) As of the following date(s): (Choose at least one of Options
(1) through (5))

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from
Service.

(3) Any distribution date in the ----------------- Plan Year(s) beginning
after his Separation from Service.

(4) Any distribution date in the Plan Year after the
Participant incurs --------------------- Break(s) in Service (as
defined in Article V).

<PAGE>

(5) Any distribution date following attainment of age ----------- and
completion of at least -------- Years of Service (as defined in Article
V).

(d) Attainment of Normal Retirement Age. Until he retires, the Participant
has a continuing election to receive all or any portion of his Nonforfeitable
Accrued Benefit after he attains Normal Retirement Age.

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

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT.

If a distribution (other than a distribution from a segregated Account)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a) or (b))

(a) --------------% per annum. [Note: The percentage may equal 0%.]

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST.

In addition to each Accounting Date, the Trustee must value the Trust Fund
on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) --------------------------------------.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

<PAGE>

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
- -----------------.

[Note: May not be effective later than the first day of the first Plan Year
beginning after the Employer executes this Adoption Agreement to restate the
Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. The eligibility conditions specified in Adoption
Agreement Section 2.01 are effective for Plan Years beginning after
- -------------------.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after --------------------.

(e) Reallocation of Forfeitures. The reallocation of forfeitures under
Section 3.05 applies to Plan Years beginning after ------------------.

[Note: The date specified may not be earlier than December 31, 1985.]

(f) Accrual requirements.

The accrual requirements of Section 3.06 are effective for Plan Years
beginning after -----------------. [Note: If the effective date is later than
Plan Years beignning after December 31, 1989, the accrual requirements in the
Plan prior to its restatement may not be more restrictive for post- 1989 Plan
Years than the requirements permitted under Adoption Agreement Section 3.06.]

(g) Vesting schedule. The vesting schedule elected under Adoption Agreement
Section 5.03 is effective for Plan Years beginning after --------------------.

For Plan Years prior to the special Effective Date, the terms of the Plan prior
to its restatement under this Adoption Agreement will control for purposes of
the designated povisions. A special Effective Date may not result in the delay
of a Plan provisionbeyond the permissible Effective Date under any applicable
law requirements.

Execution Page

<PAGE>

Name and EIN of Employer: ---------------------------------------

Signed: ---------------------------------------------------------

Name(s) of Trustee: ---------------------------------------------

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

Signed: ---------------------------------------------------------

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

Name of Custodian: ----------------------------------------------

Signed: ---------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See
Section 10.03 of the Plan.]

Plan Number: The 3-digit plan number the Employer assigns to this
Plan for ERISA reporting purposes (Form 5500 Series) is:
- ------------------------.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of an amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: INVESCO Trust Company, 7800 E. Union Ave., Denver, Colorado
80201, (303) 779-0731.

<PAGE>

Reliance on Opinion Letter. If the Employer does not maintain (and has
never maintained) any other plan other than this Plan and a Paired Profit
Sharing Plan, it may rely on the Master Plan Sponsor's opinion letter covering
this Plan for purposes of plan qualification. For this purpose, the Employer has
not maintained another plan if this Plan, or the Paired Profit Sharing Plan,
amended and restated that prior plan and the prior plan was the same type of
plan as the restated plan. If the Employer maintains or has maintained another
plan other than a Paired Profit Sharing Plan, including a welfare benefit fund,
as defined in Code ss.419(e), which provides post-retirement medical benefits
for key employees (as defined in Code ss.419A(d)(3)), or an individual medical
account (as defined in Code ss.415(1)(2)), the Employer may not rely on this
Plan's qualified status unless it obtains a determination letter from the
applicable IRS Key District office.

PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, ----------------------------------, the Signatory Employer to
the Execution Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's participation in the
designated Plan is ---------------------------.

2. The undersigned Employer's adoption of this Plan constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as ------------------------------------
and having an original effective date of --------------------------------------.

Dated this ----------------- day of --------------, 19----.

Name of Participating Employer: ------------------------------------

Signed: ------------------------------------------------------------

Participating Employer's EIN: --------------------------------------

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

Name of Signatory Employer: ----------------------------------------

<PAGE>

Accepted: -------------------------------------------------
[Date]

Signed: ---------------------------------------------------

Name(s) of Trustee: ---------------------------------------

Accepted: -------------------------------------------------
[Date]

Signed: ---------------------------------------------------

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

STD MP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

1.03 Plan

Enter the plan name. Example: ABC Inc. Money Purchase Pension
Plan.

1.07 Employee

If you want the plan to cover all types of employees, select option (a). If you
want to exclude from the plan any group(s) of employees, select any combination
of (b) or (c).

Leased Employees

You may not exclude leased employees from participation unless they are excluded
under options (b) or (c) of Section 1.07.

Related Employers

You may not exclude related employers from participating in the plan unless they
are excluded under options (b) or (c) of Section 1.07.

<PAGE>

1.12 Compensation

Treatment of elective contributions - Choose option (a) if you prefer to "add
back" employee elective 401(k) contributions to compensation for purposes of
allocating employer contributions, and forfeitures.

Modification to Compensation

Modifications to Compensation - You must choose option (c) or any combination of
(d) or (e). Any exclusion of compensation may result in unallowable
discrimination.

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January 1) and
the year.

Restated Plan - Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Originally established
date - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

1.29 Service for Predecessor Employer

1.31 Leased Employees

<PAGE>

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot exceed
age 21).

b. Pick how long (service) an employee must work to become a participant.

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000
hours to be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
is chosen for administrative convenience.

2.03 Break in Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

3.01 Employer Contributions and Forfeitures

Amount - The employer must select a definite contribution formula under a money
purchase pension plan. Option (a) is a nonintegrated formula, options (b) and
(c) are integrated formulas.

Option (a) allows the employer to choose a fixed amount for the contribution
regardless of compensation.

Options (b) and (c) are two approaches to allowing permitted disparity in the
contribution formula. Option (b) applies the first percentage to a participant's
total compensation.

<PAGE>

3.04 Contribution Allocation

Contribution will be allocated (split up to participants) in the manner elected
to computate the contribution selected under Section 3.01.

3.05 Forfeiture Allocation

Choose the method of allocating (dividing up) forfeitures of terminated
non-vested participant balances. Option (a) allocates forfeitures as a reduction
in contributions. Option (b) allocates forfeitures as an additional employer
contribution.

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered the plan during the year), for contributions choose option (a), if not,
choose option (b).

Requirement #1

If the Participant was employed on the last day of the plan year and worked for
at least one hour during the plan year, or

Requirement #2

If the Participant terminates employment during the plan year after working at
least 501 hours for the employer.

3.15 More Than One Plan

3.18 Defined Benefit Plan Limitation

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

<PAGE>

5.02 Vesting Death/Disability

You may choose to allow 100% vesting for participants that terminate from
service because of death, option (b) or disability, option (c).

5.03 Vesting Schedule

Choose what vesting schedule(s) you want to apply to employer contributions. If
you choose option (b), you must at a minimum complete the top-heavy vesting
schedule. Remember, if the eligibility requirements are more than one year,
option (a) must be chosen.

Complete the Modified Top Heavy Schedule based upon the following:

Nonforfeitable Percentage
Years of Service

1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose Option (a).

5.08 Prior Years of Service

By choosing options (b) through (d) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

<PAGE>

provisions regarding optional forms of benefit, may not eliminate an
optional form of benefit with respect to the account balance accrued as of the
date the Employer executes the restated adoption agreement (or, if later, the
effective date of that restated adoption agreement). An option form of benefit
includes the form of payment (e.g., lump sum or installments), the timing of
payment (e.g., immediately after separation form service, following a break in
service, after attaining normal retirement age) and the medium of payment (e.g.
right to elect distribution in Employer securities, right to elect distribution
in the form of an annuity contract).

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
administratively reasonable period of time from the distribution date. Typical
distribution dates are annual dates such as March 1.

Nonforfeitable Accrued Benefit Not Exceeding $3,500

When a separated participant's vested balance does not exceed $3,500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" and therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (e) and (f).

<PAGE>

6.02 Method of Payment

Money purchase pension plans require payouts to be in the form of a
commercial annuity unless properly waived. The employer may in options (b) and
(c), (if this is a new plan), limit the alternative method of payment. Caution:
an employer cannot eliminate a prior method of payment by restating the plan
onto this document.

6.03 Participant Elections After Separation form Service

9.10 Value of Benefit

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally, option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates of any
of the listed items (a) through (g) have an effective date other than your
restated effective date in adoption agreement section 1.18. Some provisions in
the Tax Reform Act of 1986 were not effective until 1988 or 1989 the few
provisions (if any) that have later effective dates must specify when they are
effective.

a. Compensation definition may not be later than the first day of your 1991
plan year.

b. Eligibility conditions may not be later than the first day of your 1989
plan year.

c. Suspension of years of service may not be earlier than the first day of
your 1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day of
your 1989 plan year.

e. Reallocation of Forfeitures may not be earlier than December 31, 1989.

f. Accrual requirements may not be earlier than the first day of your 1989
plan year.

<PAGE>

g. Vesting schedule may not be later than the first day of your 1989 plan
year.

Execution Page

Trustee

If you selected option (a) of Section 1.02, then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as Custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust Company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non- discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole proprietorship. The Named Fiduciary is
responsible for selecting plan investments.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
correspond to the 3- digit adoption agreement number specified at the top of the
first page of the adoption agreement. Consult your Counsel if you are unsure
what 3-digit plan number to use.

Instructions for the Participation Agreement

<PAGE>

participating Employer should execute a separate Participation Agreement.
See Section 1.30 of the Plan for the definition of related Employers.

Thus, it is possible to exclude the employees of related group members not
participating in the plan. If an Employer is a member of a related group, it
should consider whether the inclusion of other related group members' employees
is necessary to satisfy the coverage requirements of Code ss.410(b) or the
minimum participation requirement of Code ss.401(a)(26). If the Employer
determines inclusion of the employees of a related group member is necessary to
maintain qualification of the plan, the Employer may take one or two approaches:
(1) have the related group member execute a Participation Agreement; or (2)
elect in Adoption Agreement Section 1.07 to include the employees of that
related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute to the plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). Additional instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Please contact us.
Under approach (2), the plan will retain its qualified status, but contributions
the Employer makes on behalf of a nonparticipating related group member's
employees may not be deductible (even if otherwise within the limitations of
Code ss.404), resulting in an excise tax to the contributing Employer.

legal\adop-agr\stdmpaa.004

Adoption Agreement #005
D346282a

Nonstandardized 401(k) Plan Adoption Agreement

Nonstandardized 401(k) Plan Considerations

For: Businesses that want the ability of employee pre-tax
contributions.

Compensation: The employer may exclude certain types of
compensation.

Eligibility for Contributions: May require employees to work up
to 1,000 hours and be employed on the last day.

Investment Direction: May allow the employee to direct where
funds are invested.

Eligibility: The employer may exclude certain classifications or
groups of employees.

Provided by:
The Financial Funds

Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

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

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose (a)
or (b))

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

(b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
The Employer may not elect Option (b) if a Custodian executes the Adoption
Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is
- -------------------------------------------------------------.

1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (G))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan, the
Employer must be able to provide evidence that retirement benefits were the
subject of good faith bargaining.]

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

(d) Commission Salesmen.

(e) Any Employee compensated on a salaried basis.

(f) Any Employee compensated on an hourly basis.

(g) (Specify) -------------------------------------------------
- -----------------------------------------------------------------

<PAGE>

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

(h) Not eligible to participate in the Plan.

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

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

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

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

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

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

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

(d) The Plan excludes Compensation in excess of $---------------.

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

(f) The Plan excludes bonuses.

(g) The Plan excludes overtime.

(h) The Plan excludes Commissions.

<PAGE>

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

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

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

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

(l) (Specify) ----------------------------------------------------------------
- --------------------------------------------------------------------------------

Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

(m) No exceptions.

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

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

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

(o) (Specify) ----------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1.17 PLAN YEAR/LIMITATION YEAR.

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

(a) The 12 consecutive month period ending every ---------------.

(b) (Specify) ----------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every ---------------.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is -----------------.

Restated Plan. The restated Effective Date is -----------------.
This Plan is a substitution and amendment of an existing
retirement plan(s) originally established ---------------------.
(Note: See the Effective Date Addendum.)

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

(a) The actual method.

(b) The ---------------------------- equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at
least one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s):---------------------
- --------------------------------------------------------------------------------
Service with the designated predecessor employer(s) applies: (Choose at least
one of (a) or (b); (c) is available only in addition to (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

<PAGE>

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization: (Choose
(a) or (b))

(b) The Advisory Committee will reduce the Leased Employee's allocation of
Employer nonelective contributions (other than designated qualified nonelective
contributions) under this Plan by the Leased Employee's allocation under the
leasing organization's plan, but only to the extent that allocation is
attributable to the Leased Employee's service provided to the Employer. The
leasing organizationn's plan:

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

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

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee
must satisfy the following eligibility conditions: (Choose (a) or (b) or both;
(c) is optional as an additional election)

(a) Attainment of age ------------------ (specify age, not exceeding 21).

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

(1) One Year of Service.

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

(3) One Hour of Service.

<PAGE>

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

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

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

(iii)The allocation of Employer qualified nonelective
contributions.

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

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

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

(iii)One Hour of Service.

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

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

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

(e) The first day of the Plan Year.

(f) (Specify entry dates) ----------------------------/

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

(g) immediately following

(h) immediately preceding

(i) nearest --------------------------------------------- the date the
Employer completes the eligibility conditions described in Options (a) and (b)
(or in Option (c)(2) if applicable) of this Adoption Agreement Section 2.01.

<PAGE>

[Note: The Employer must coordinate the selection of (g), (h) or (i) with
the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise excluded
under Section 1.07, the Employee must become a Participant by the earlier of:
(1) the first day of the Plan Year beginning after the date the Employee
completes the age and service requirements of Code ss.410(a); or (2) 6 months
after the date the Employee completes those requirements.]

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

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

(1) No exceptions

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

(k) Solely to an Employee employed by the Employer after ----------------.
If the Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (Choose (1), (2) or (3))

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

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

(3) (Specify)
----------------------------------------------------------
----------------------------------------------------------/

2.02 YEAR OF SERVICE - PARTICIPATION.

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

(a) 1,000 Hours of Service

(b) -------------- Hours of Service during an eligibility computation
period to receive credit for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

<PAGE>

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

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

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

(b) Applies to the Employer's Plan.

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

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

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

(1) An election is effective for Plan Year if filed no later than
---------------------.

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

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

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

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

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

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

Part I. [Options (a) through (g)] Amount of Employer's contribution. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01.

<PAGE>

(Choose any combination of (a), (b), (c) and (d), or choose (e))

(a) Deferral contributions (Code 401(k) arrangement). (Choose
(1) or (2) or both)

(1) Salary reduction arrangement. The Employer must contribute the amount
by which the Participants have reduced their Compensation for the Plan
Year, pursuant to their salary reduction agreements on file with the
Advisory Committee. A reference in the Plan to salary reduction
contributions is a reference to these amounts.

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

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

(c) Designated qualified nonelective contributions. The Employer, in its sole
discretion, may contribute an amount which it designates as a qualified
nonelective contribution.

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

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

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

(i) Nonhighly Compensated Employees and Highly
Compensated Employees.

(ii) (Specify classifications) ------------------------------------
------------------------------------------------------.

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

<PAGE>

(3) ----------------% of the Compensation of all Participants under
the Plan, determined for the Employer's taxable year for
which it makes the contribution. [Note: The percentage
selected may not exceed 15%.]

(4) -----------% of Net Profits but not more than $--------------.

(e) Frozen Plan. This Plan is a frozen Plan effective
- ----------------------. The Employer will not contribute to the Plan with
respect to any period following the stated date.

Net Profits. The Employer: (Choose (f) or (g))

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

(g) Must have current or accumulated Net Profits exceeding $------------ to
make the following contributions: (Choose at least one)

(1) Cash or deferred contributions described in Option
(a)(2).

(2) Matching contributions described in Option (b), except:
-----------------------------------------------------------.

(3) Qualified nonelective contributions described in Option
(c).

(4) Nonelective contributions described in Option (d).

- ---------------------------------------------------------------.
[Note: Enter "N/A" if no exclusions apply.]

<PAGE>

Agreement, each participating member will determine net Profits separately
but will not apply this reduction unless, after combining the separately
determined Net Profits, the aggregate Net Profits are insufficient to satisfy
the matching contribution liability. "Net Profits" includes both current and
accumulated Net Profits.

Part II. [Options (h) through (j)] Matching contribution formula. [Note: If
the Employer elected Option (b), complete Options (h), (i) and (j).]

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

(1) An amount equal to -----------% of each Participant's eligible
contributions for the Plan Year.

(2) An amount equal to -----------% of each Participant's first tier of
eligible contributions for the Plan Year, plus the following matching
percentage(s) for the following subsequent tiers of eligible contributions
for the Plan Year: --------------------------------------.

(3) Discretionary formula.

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

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

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

Number of Years of Service Matching Percentage

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

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

(5) A Participant's matching contribuitons may not: (Choose
(i) or (ii))

(i) Exceed -------------------------------------------.

(ii) Be less than -------------------------------------.

<PAGE>

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

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

(1) Salary reduction contributions.

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

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

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

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

(2) The Advisory Committee will disregard eligible contributions
exceeding

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

The subsequent tiers of eligible contributions are:
- ---------------------------.

(4) (Specify)------------------------------------.

Part III. [Options (k) and (l). Special rules for Code ss.401(k)
Arrangement. (Choose (k) or (l), or both, as applicable)

(k) Salary Reduction Agreements. The following rules and
restrictions apply to an Employee's salary reduction agreement:
(Make a selection under (1), (2), (3) and (4))

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

<PAGE>

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

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

(iii)Based on percentages of Compensation must equal at
least --------------------.

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

(i) Once during any Plan Year but not later than
--------------------- of the Plan Year.

(ii) As of any Plan Entry Date.

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

(iv) (Specify, but must be at least once per Plan Year
-------------------------.

(3) an Employee who revokes his salary reduction agreemetn
may file a new salary reduction agreemetn with an effective
date: (Choose (i), (ii), (iii) or (iv))

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

(ii) As of any subsequent Plan Entry Date.

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

(iv) (Specify, but must be at least once per Plan Year following the
Plan Year of revocation) ----------------------.

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

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

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

(iii)As of any Plan Entry Date.

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

<PAGE>

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

(1) All or any portion.

(2) ----------------%.

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

Part I. [Options (a) through (d)]. Special Accounting Elections. (Choose
whichever elections are applicable to the Employer's Plan)

(a) Matching Contribuitons Account. The Advisory Committee will allocate
matching contributions to a Participant's: (Choose (1) or (20; (3) is available
only in addition to (1))

(1) Regular Matching Contribution Account.

(2) Qualified Matching Contributions Account.

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

(b) Special Allocation Dates for Salary Reduction Contributions. The
advisory Committee will allocate salary reduction contributions as of the
Accounting Date and as of the following additional allocation dates:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(c) Special Allocation Dates for Matching Contributions. The Advisory
Committee will allocate matching contributions as of the Accounting Date and as
of the following additional allocation dates:
- ----------------------------------------------------------.

(d) Designated Qualified Nonelective Contributions - Definition of
Participant. For purposes of allocating the designated qualified nonelective
contribution, "Participant" means: (Choose (1), (2) or (3))

(1) All Participants.

(2) Participants who are Nonhighly Compensated Employees
for the Plan Year.

<PAGE>

(3) (Specify) ----------------------------------------------------------
--------------------------------------------------------------------------

Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Optoin (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include an
exclusions elected under Adoptoin Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (I) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

(e) Nonintegrated Allocation Formula. (Choose (1) or (2))

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

(2) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year. For purposes of this Option (2), "Participant" means, in
addition to a Participant who satisfies the requirements of Section 3.06
for the Plan Year, any other Participant entitled to a top heavy minimum
allocation under Section 3.04(b), but such Participant's allocation will
not exceed 3% of his Compensation for the Plan Year.

(f) Two-Tiered Integrated Allocation Formula - Maximum Disparity. First, the
Advisory Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation plus Excess Compensation
of all Participants for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following Option (i).

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

<PAGE>

(c) Three-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer nonelective contributions in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year. The allocation under this
paragraph, as a percentage of each Participant's Compensation may not exceed the
applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity
Table following Option (I). Solely for purposes of the allocation in this first
paragraph, "Participant" means, in addition to a Participant who satisfies the
requirements of Section 3.06 for the Plan Year: (Choose (1) or (2))

(1) No other Participant.

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

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

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

(h) Four-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer nonelective contributions in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year, but not exceeding 3% of each
Participant's Compensation. Solely for purposes of this first tier allocation, a
"Participant" means, in addition to any Participant who satisfies the
requirements of Section 3.06 for the Plan Year, any other Participant entitled
to a top heavy minimum allocation under Sectoin 3.04(B) of the Plan.

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

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total Compensation plus

<PAGE>

Excess Compensation of all Participants for the Plan year. The allocation
under this paragraph, as a percentage of each Participant's Compensation plus
Excess Compensation, must not exceed the applicable percentage (2.7%, 2.4% or
1.3%) listed under the Maximum Disparity Table following Option (i).

(i) Excess Compensation. For purposes of Option (f), (g) or (h), "Excess
Compensation" means Compensation in excess of the following Integration Level:
(Choose (1) or (2))

(1) --------% (not exceeding 100%) of the taxable wage base, as determined
under Section 230 of the Social Security Act, in effect on the first day
of the Plan Year: (Choose any combination of (i) and (ii) or choose (iii))

(i) Rounded to ----------------------- (but not exceeding
the taxable wage base).

(ii) But not greater than $--------------------.

(iii)Without any further adjustment or limitation.

(2) $------------------. [Note: Not exceeding the taxable
wage base for the Plan Year in which this Adoption Agreement
first is effective.]

Maximum Disparity Table. For purposes of Options (f), (g) and
(h), the applicable percentage is:

Integration Level Applicable Percentages Applicable
(as percentage of for Option (f) or Percentages
taxable wage base) Option (g) For Option (h)
- --------------------------------------------------------------------------------
100% 5.7% 2.7%

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

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

20% (or $10,000, if
greater) or less 5.7% 2.7%

<PAGE>

(j) Allocation offset. The Advisory Committee will reduce a Participant's
allocation otherwise made under Part II of this Section 3.04 by the
Participant's allocation under the following qualified plan(s) maintained by the
Employer: ----------------. The Advisory Committee will determine this
allocation reduction:
(Choose (1) or (2))

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

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

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

(l) The Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: ---------------------. However, the Employer
will make any necessary additional contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this Plan and not under the other
plan(s) designated in this Option (l). See Section 3.04(B)(7)(b) of the Plan.

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

<PAGE>

(m) Without regard to which contributing related group member employes the
Participant.

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

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

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

(b) To reduce the Employer matching contributions and nonelective
contributions for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

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

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

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

(i) in which the forfeiture occurs,

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

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

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

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

<PAGE>

(2) relate first to forfeitures described in Option
--------------.

Allocation of forfeited excess aggregate contributions. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

(e) To reduce Employer matching contributions for the Plan Year:
(Choose (1) or (2))

(1) in which the forfeiture occurs.

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

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

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

3.06 ACCRUAL OF BENEFIT.

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

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

(b) The Employee's Compensation only for the portion of the Plan Year in which
the Employee actually is a Participant in the Plan.

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

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

<PAGE>

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

(1) 1,000 Hours of Service.

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

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

(i) Death.

(ii) Disability.

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

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

(5) No Hour of Service requirement for an allocation of the
following contributions: -------------------------------------------------
--------------------------------------------------------------------------

(e) Employment conditions. The Participant must be employed by the Employer on
the last day of the Plan Year, irrespective of whether he satisfies any Hours of
Service condition under Option (d), with the following exceptions: (Choose (1)
or at least one of (2) through (5))

(1) No exceptions.

(2) Termination of employment because of death.

(3) Termination of employment because of disability.

(4) Termination of employment following attainment of
Normal Retirement Age.

(5) No employment conditions for the following
contributions: ---------------------------------.

(f) (Specify other conditions, if applicable): -------------------------------
- --------------------------------------------------------------------------------

Suspension of Accrual Requirements. The suspension of accrual requirements
of Section 3.06(E) of the Plan: (g), (h) or (I))

<PAGE>

(g) Applies to the Employer's Plan.

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

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

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

(j) No additional conditions.

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

(1) All matching contributions.

(2) Matching contributions described in Option(s) --------- of Adoption
Agreement Section 3.01.

(l) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

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

(a) The product of:

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

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

(b) The total Excess Amount.

<PAGE>

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of
the Plan: (Choose (a) or (b))

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

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

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

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

[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]

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

(i No exceptions.

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

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

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

(i) No exceptions.

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

<PAGE>

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

Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accured benefits under a defined benefit plan:-------------
- -------------------------------------------------------------------------------.

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or (b);
(c) is available only with (b))

(a) Does not permit Participant nondeductible contributions.

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

(c) The following portion of the Participant's nondeductible contributions
for the Plan Year are mandatory contributions under Option (i)(3) of Adoption
Agreement Section 3.01: (Choose (1) or (2))

(1) The amount which is not less than: -------------------.

(2) The amount which is not greater than: ----------------.

Allocation dates: The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates:
(Choose (d) or (e))

(d) No other allocation dates.

(e) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

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

<PAGE>

4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.

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

(a) No distribution optoins prior to Separation from Service.

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

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

(1) No conditions.

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

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

(4) (Specify)-----------------------------------------------------------
-------------------------------------------------------------------------.

(d) (Specify) ----------------------------------------------------------------
-------------------------------------------------------------------------.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

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

(a) ----------------------- [State age, but may not exceed age
65].

(b) The later of the date the Participant attains --------- years of age or the
- --------- anniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age 65 and
the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

(a) Does not apply.

<PAGE>

(b) Applies to death.

5.03 VESTING SCHEDULE.

Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account/Mandatory Contributions
Account. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

Regular Matching Contributions Account/Employer contributions Account. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

(a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
Employer must election Option (a) if the eligibility conditions under Adoption
Agreement Section 2.01(c) require 2 year of service or more than 12 months of
employment.]

(b) Graduated Vesting Schedules.

Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)

Years of Nonforfeitable Years of Nonforfeitable
Service Percengage Service Percentage
- --------------------------------------------------------------------------------

Less than 1 ----- Less than 1 -----
1 ----- 1 -----
2 ----- 2 -----
3 ----- 3 -----
4 ----- 4 -----
5 ----- 5 -----
6 or more 100% 6 -----
7 or more -----

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

(1) 100% Nonforfeitable at all times.

(2) In accordance with the vesting schedule described in
the addendum to this Adoption Agreement, numbered 5.03(c).
[Note: If the Employer elects this Option (c)(2), the
addendum must designate the applicable vesting schedule(s)
using the same format as used in Option (b).]

<PAGE>

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code ss.411(a)(2). Also see Section 7.05 of the Plan.]

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

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

(2) In the Plan Year for which the Plan first is top heavy
and then in all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

Minimum Vesting. (Choose (e) or (f))

(e) The Plan does not apply a minimum vesting rule.

(f) A Participant's Nonforfeitable Accrued Benefit will never be less than the
lesser of $--------------- or his entire Accrued Benefit, even if the
application of a graduated vesting schedule under Options (b) or (c) would
result in a smaller Nonforfeitable Accrued Benefit.

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

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

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

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C)
of the Plan: (Choose (a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0% vested
Participants. A Participant is not a 0% vested Participant if he has a Deferral
Contributions Account.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

<PAGE>

(a) Plan Years.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (choose (c) or (d))

(d) ------- Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age of
- ------------------. [Note: The age selected may not exceed age 18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Break in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service not required to be taken into account under this exception by reason of
any prior Break in Service.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

<PAGE>

Plan. Furthermore, if the elections liberalize the optional forms of
benefit under the Plan, the more liberal options apply on the later of the
adoption date or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c) or
(d)or (e))

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

(b) ------------------------ following the Participant's Separation from
Service.

(c) --------------------------------- of the Plan Year after the
Participant incurs ---------------------- Break(s) in Service (as defined in
Article V).

(d) -------------- following the Participant's attainment of Normal Retirement
Age, but not earlier than --------------- days following his Separation from
Service.

(e) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

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

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

(e) -------------------- after the Participant terminates employment because of
disability.

(f) The same as if the Participant had terminated employment without
disability.

(h) (Specify)----------------------------------------------------------------
- -------------------------------------------------------------------------------.

Hardship. (Choose (i) or (j))

<PAGE>

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

(h) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in
(Choose (1), (2) or (3))

(1) Section 6.01(A)(4) of the Plan.

(2) Section 14.11 of the Plan.

(3) The addendum to this Adoption Agreement, numbered
Section 6.01.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

(k) Treats the default as a distributable event. the Trustee, at the time of the
default, will reduce the Participant's Nonforfeitable Accrued Benefit by the
lesser of the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit. To the extent the loan is
attributable to the Participant's Deferral Contributions Account, Qualified
Matching Contributions Account or Qualified Nonelective Contributions Account,
the Trustee will not reduce the Participant's Nonforfeitable Accrued Benefit
unless the participant has separated from Service or unless the Participant has
attained age 59 1/2.

(l) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit.

(m) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose (a) or
at least one of (b), (c), (d) and (e))

(a) No modifications.

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

<PAGE>

(1) Is not available under the Plan.

(2) May not exceed the lesser of ------------- years of the maximum
period permitted under Section 6.02.

(3) (Specify) ---------------------------------------------------------
-------------------------------------------------------------------------.

(d) The Plan permits the following annuity options: -------------------------
- ----------------------------------------------------------------.
Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

6.03 BENEFIT PAYMENT ELECTIONS.

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

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

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from
Service.

(3) Any distribution date in the --------------- Plan Year(s) beginning
after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
------------ Break(s) in Service (as defined in Article V).

(5) Any distribution date following attainment of age ---------- and
completion of at least -------- Years of Service (as defined in Article
V).

(6) (Specify) ----------------------------------------------------------
-------------------------------------------------------------------------.

(c) (Specify) ----------------------------------------------------------------
-------------------------------------------------------------------------.

<PAGE>

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

Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

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

(e) Attainment of Specified Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable interest
in these Accounts after he attains: (Choose (1) or (2))

(1) Normal Retirement Age.

(2) ----------- years of age and is at least -----------%
vested in these Accounts. [Note: If the percentage is less
than 100%, see the special vesting formula in Section 5.03.]

(f) After a Participant has participated in the Plan for a period of not
less than ---------- years and he is 100% vested in these Accounts, until he
retires, the Participant has a continuing election to receive all or any portion
of his Accounts. [Note: The number in the blank space may not be less than 5.]

(g) Hardship. A Participant may elect a hardship distribution prior to his
Separation from Service in accordance with the hardship distribution policy:
Choose (1), () or (3); (4) is available only as an additional option)

(1) Under Section 6.01(A)(4) of the Plan.

(2) Under Section 14.11 of the Plan.

(3) Provided in the addendum to this Adoption Agreement,
numbered Setion 6.03.

(4) In no event may a Participant receive a hardship
distribution before he is at least ---------% vested in
these Accounts. [Note: If the percentage in the blank is
less than 100%, see the special vesting formula in Section
5.03.]

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

<PAGE>

Participant Elections Prior to Separation from Service - Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l))

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

(j) Until he retires, the Participant has a continuing election to receive all
or any portion of these Accounts after he attains:
(Choose (1) or (2))

(1) The later of Normal Retirement Age or age 59 1/2.

(2) Age --------------------- (at least 59 1/2).

(k) Hardship. A participant, prior to his separation from service, may elect a
hardship distribution from his Deferral Contributions Account in accordance with
the hardship distribution policy under Section 14.11 of the Plan.

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

Sale of trade of business/subsidiary. If the employer sells substantially all of
the assets (within the meaning of Code 409(d)(2) used in a trade or business or
sells a subsidiary (within the meaning of Code 409(d)(3)), a Participant who
continues employment with he acquiring corporation is eligible for distribution
from his Deferral Contributions Account, Qualified Matching Contributions
Account and Qualified Nonelective Contributions Account: (Choose (m) or (n))

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

(n) As if he has a Separation from Service. After March 31, 1988, a distribution
authorized solely by reason of this Option (n) must constitute a lump sum
distribution, determined in a manner consistent with Code (k)(10) and the
applicable Treasury regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

<PAGE>

(a) Apply only to a Participant described in Section 6.04(E) of the Plan
(relating to the profit sharing exception to the joint and survivor
requirements).

(b) Apply to all Participants.

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

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a) or (b) (c))

(a) ---------------% per annum. [Note: The percentage may equal 0%.]

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

(c) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss:
(complete only those items, if any, which are applicable to the Employer's Plan)

(a) For salary reduction contributions, the Advisory Committee will:
(Choose (1), (2), (3), (4) or (5))

(1) Apply Section 9.11 without modification.

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

(3) Use the weighted average method described in Section 14.12, based on a
-------------------------- weighting period.

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

(i) made during that valuation period.

(ii) made by the following specified time: ----------
----------------------------------------------------.

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

<PAGE>

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

(1) Apply Section 9.11 without modification.

(2) Use the weighted average method described in Section 14.12, based on a
-------------------- weighting period.

(3) Treat as part of the relevant Account at the beginning of the
valuation period ---------% of the Matching contributions allocated during
the valuation period.

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

(1) Apply Section 9.11 without modification.

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

(3) Use the weighted average method described in Section 14.12, based on a
-------------------- weighting period.

(4) Treat as part of the relevant Account at the beginning
of the valuation period -------------% of the Participant
nondeductible contributions: (Choose (i) or (ii))

(i) made during that valuation period.

(ii) made by the following specified time: ---------------.

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

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

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

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

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

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a) or
(b))

<PAGE>

(a) No other mandatory valuation dates.

(b) (Specify) --------------------------------------------------------------
- -------------------------------------------------------------------------------.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
- -----------. [Note: May not be effective later than the first day of the first
Plan Year beginning after the Employer executes this Adoption Agreement to
restate the Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. the eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning after
- -----------------.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after ------------------.

(e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after ----------------.

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

(g) Elimination of Net Profits. The requirement for the Employer not to
have net profits to contribute to this Plan is effective for Plan Years
beginning after ------------------------------. [Note: The date specified may
not be earlier than December 31, 1985.]

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

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

<PAGE>

(j) (Specify)-----------------------------------------------------------------
- -------------------------------------------------------------------------------.

Execution Page

Name and EIN of Employer: --------------------------------------------

Signed: --------------------------------------------------------------

Name(s) of Trustee: --------------------------------------------------

Signed: -------------------------------------------------------------

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

Name of Custodian: ---------------------------------------------------

Signed: --------------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See Section
10.03 of the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this
Plan for ERISA reporting purposes (Form 5500 Series) is:
- ------------------------------------------------.

<PAGE>

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of an amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan Sponsor
at the following address and telephone number: INVESCO Trust Company, 7800 E.
Union Ave., Suite 900, Denver, Colorado (303) 779-0731.

Reliance on Opinion Letter. The Employer may not rely on the Master Plan
Sponsor's opinion letter covreing this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.

PARTICIPATION AGREEMENT

For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, -----------------------------------, the Signatory Employer to
the Execution Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's
participation in the designated Plan is ------------------------------.

2. The undersigned Employer's adoption of this Plan
constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently maintained
by the Employer, identified as ------------------------------------ and having
an original effective date of --------------------------------------.

Dated this -------------- day of ---------------------, 19-----.

Name of Participating Employer: -------------------------------------

Signed: -------------------------------------------------------------

Participating Employer's EIN: ---------------------------------------

<PAGE>

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

Name of Signatory Employer: -------------------------------------

Accepted: -------------------------------------------------------
[Date]

Signed: ---------------------------------------------------------

Name(s) of Trustee: ---------------------------------------------

Accepted: -------------------------------------------------------
[Date]

Signed: ---------------------------------------------------------

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

STN PSP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee, INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will be the Trustee and will charge an annual trust fee. Note: See
Trustee Comments on page 26 for further explaination of Non-discretionary
Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Employees 401(k) Plan.

1.07 Employee

If you want the plan to cover all employees, select option (a). If you want to
exclude from the plan any group(s) of employees, select any combination of (b)
through (g). When a retirement plan excludes employees in options (d) through
(g) from participation, the plan is subjet to a minimum coverage test to
maintain its "tax qualified" status. Your accounting firm should be notified to
perform the test annually.

Leased Employers

You may exclude leased employees from participation (option h). However, the
plan must satisfy the coverage rules of Code Section 401(b) and 401(a)(26),
consult your legal or financial counsel.

<PAGE>

Related Employers

1.12 Compensation

Modifications to Compensation

Modifications to Compensation - You must choose option (c) or any combination of
(d) through (j). Any exclusion of compensation may result in unallowable
discrimination, your accountant may want to test for any discriminatory effect
of excluding any type of compensation.

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January
1) and the year.

Restated Plan - Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Originally established
date - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

1.29 Service for Predecessor Employer

<PAGE>

Under this option, you may elect to count service for a predecessor
employer when you are not maintaining the plan of the predecessor employer.
(Used primarily in the event of a merger or acquisition.)

1.31 Leased Employees

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot exceed
age 21).

b. Pick how long (service) an employee must work to become a participant.

c. You may choose to have more restrictive eligibility requirements apply to the
employer contributions under the plan. Choose the employer contribution affected
and the conditions which apply to those contributions. Choosing separate
eligibility conditions may cause your plan to be discriminatory, consult your
counsel.

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (d), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (g) is chosen.

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000
hours to be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
is chosen for administrative convenience.

2.03 Break in Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option

<PAGE>

(a) is chosen for administrative convenience.

2.06

3.01 Contributions allowed

Section 3.01 of this Adoption Agreement consists of three parts. Part I defines
the types of contributions you authorize under the plan. Part II explains the
matching contribution formula, if any. Part III allows you to put limits on the
employee 401(k) contributions. You must complete Part I, but only complete Parts
II and III, if necessary.

Option (a) permits the election of either a salary reduction arrangement (Option
(a)(1), or a cash or deferred arrangement Option (a)(2). The Employer also may
elect both arrangements.

Option (b) authorizes matching contributions. If the Employer elects Option (b),
it must complete Part II to establish the matching contribution formula.

Option (c) authorizes the Employer to make qualified nonelective contributions
(QNCs"). The Employer will designate to the Trustee the amount of its
contributions consisting of QNCs.

The amount of QNCs is solely within the Employer's discretion. Any contribution
designated as QNCs is includible in the ADP test (see Section 14.08 of the Plan)
or in the ACP test (see Section 14.09 of the Plan). The advisory committee may
divide the QNCs between these two tests in any fashion it deems appropriate, but
may not use the same contributions in both tests. As a general rule, the
Employer will make a level of QNCs necessary to satisfy the applicable tests,
unless the Employer wishes to have excess contributions or excess aggregate
contributions distributed to the appropriate highly compensated employees, in
accordance with Sections 14.08 and 14.09.

Option (d) authorizes the Employer to make nonelective contributions in the same
manner it would under a regular profit sharing plan. The choices under Option
(d) are the same as the contribution formula options under the profit sharing
adoption agreements.

Part II Matching Contribution Formula

If the Employer elects Option (b), it must complete Part II, making a selection
under each option provided under Part II.

<PAGE>

The Plan permits matching contributions for salary reduction contributions,
cash or deferred contributions or participant mandatory contributions.
Therefore, the formulas offered under Option (h) refer to "eligible
contributions." The Employer will define eligible contributions under Options
(i) and (j).

Option (h) provides the formulas for determining the matching contribution. The
primary purpose of Option (h) is to establish the level of the matching
contribution (a fixed percentage or discretionary with the Employer) and to
permit the Employer to define a maximum or a minimum matching contribution. The
formula alone will not be sufficient to determine the Employer's actual matching
contribution on a participant's behalf. The characterization of eligible
contributions under Option (i) and any limitations on the amount of eligible
contributions taken into account, as provided under Option (j), are necessary
factors in computing the Employer's matching contribution.

Option (i) designates the character of the matching contributions. If the
Employer elects (i)(3), it also must elect Adoption Agreement Section 4.01(c).
If eligible contribuitons include salary reduction contributions or cash or
deferred contributions, the matching contribution formulas will not apply to
amounts characterized as excess deferrals under Section 14.07 of the Plan.

Option (j) establishes any limitations on the amount of eligible contributions
taken into account under Option (h).

Part III Salary Reduction Agreements

Under Option (k), the Employer must make selections from (1), 92), (3) and (4).
Under (1), Option (ii) prescribes a maximum deferral percentage, Option (iii)
prescribes a minimum deferral percentage and Option (i) prescribes no special
maximum limitation. The Employer may select both Options (ii) and (iii), or both
Options (i) and (iii), but Options (i) and (ii) are mutually exclusive. The
Employer may wish to consider a maximum percentage deferral under Option (ii) to
minimize the potential for Code 415 violations.

Under paragraphs (2) and (3), the Employer elects which restrictions apply to
the participant's right to revoke his/her salary reduction agreement. Under
paragraph (4), the Employer elects which restrictions apply to the participant's
right to increase or decrease his/her salary reduction percentage. The Employer
should consider the effect its elections have on plan administration.

3.04 Contribution Allocation

Part I - Matching Contributions. Select which account you want the matching
contributions to be allocated to. The Regular Matching Account is subject to a
vesting schedule. The Qualified Matching Account is always 100% vested and
contributions may be used to satisfy the deferral non-discrimination test.

<PAGE>

Qualified Non-elective Contributions. Choose which participants would
receive an extra contribution to help satisfy the non-discrimination test for
deferrals (QNEC). For administrative convenience opton (2) is chosen.

Part II - Method of Allocation. Choose the option for allocating the
discretionary employer contribution between all plan participants. You have
choices of non-integrated (pro-rata) or one of four integrated formulas.

Allocation formula. The primary allocation formulas are in Options (e), (f), (g)
and (h). Option (e) is a nonintegrated formula and allocates the employer
contribution proportionate to total compensation. Options (f), (g) and (h) are
alternatives for integrated plans. Usually option (e)(2) is chosen for non-
integrated plans.

The two-tiered formula under Option (f) maximizes the disparity permitted under
the integration rules. Accordingly, the allocation in the first tier results in
an equal allocation percentage based on total compensation and based on excess
compensation. This equal allocation percentage may not exceed the maximum
disparity percentage (5.7%, 5.4% or 4.3%) described in the second column of the
Maximum Disparity Table. After completion of the first tier allocation, the
second step allocates the remaining contribution proportionate to total
compensation, in the same manner as the nonintegrated formula.

Under the three-tiered formula under Option (g), the plan: (i) first allocates
based on total compensation, but the allocation percentage may not exceed the
maximum disparity percentage determined under the second column of the Maximum
Disparity Table; (ii) then allocates based on excess compensation, but the
allocation percentage may not exceed the maximum disparity percentage determined
under the second column of the Maximum Disparity Table; and (iii) completes the
allocation on the basis of total compensation.

The four-tiered allocation under Option (h) is a hybrid of Options (g) and (f).
The sole purpose of Option (h) is to use the first tier to satisfy the 3% top
heavy minimum, then use a progression of three additional tiers to make maximum
use of the permitted disparity rules. The second tier allocates solely on the
basis of excess compensation, with a maximum allocation under the second tier
equal to 3% of each participant's excess compensation. The third tier is the
same as the first tier under Option (g). The fourth tier is a prorata allocation
based on total compensation.

<PAGE>

3.05 Forfeiture Allocation

Choose the method of allocating (dividing up) forfeitures of terminated
non-vested participant balances. Option (a) allocates forfeitures as an extra
discretionary contribution. Option (b) allocates forfeitures to reduce employer
contributions. Options (c) and (d) allow you to allocate separately forfeitures
from matching contributions. Select from options (e), (f) and (g) to determine
how to allocate forfeitures from high paid employee's matching account when the
matching non-discrimination test is not satisfied.

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
option (b).

Suspension of Accrual Requirements - This section allows you to suspend some or
all of the accrual requirements found in Section 3.06(E) of the plan for
participants to receive allocations. This would apply in plan years when a plan
may not satisfy coverage and participation requirements. For administrative
convenience choose option (g).

3.15 More Than One Plan

3.18 Defined Benefit Limitation

Check option (a) if you have never maintained a defined benefit plan for any
participants in this plan. If you have or are currently maintaining a defined
benefit plan under option (b), choose which plan's benefit would be reduced if a
participant's total allocations for a year were to exceed the allowable limit.

4.01 Participant Nondeductible Contributions

This section allows participants to contribute after-tax employee contributions.
These contributions are subject to a special nondiscrimination test. By checking
option (a) these contributions are not allowed.

4.05 Withdrawal Restriction

This section only applies if you checked option (c) of section

<PAGE>

4.01. It states whether or not there are restrictions on participants receiving
their after-tax contributions prior to separation from service.

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting Death/Disability

You may choose to allow 100% vesting for participants that terminate from
service because of death option (b) or disability option (c).

5.03 Vesting Schedule

Complete the Top Heavy Schedule based upon the following:

Years of Service

1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

Optional: Complete the Non Top Heavy Schedule based upon the
following:

Years of Service

1
2
3 (not less than 20%)
4 (not less than 40%
5 (not less than 60%)
6 (not less than 80%)
7 (not less than 100%)

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

<PAGE>

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

5.08 Prior Years of Service

By choosing options (b) through (e) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

The Employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit (Optional Forms of Benefit). Under a restated plan, the elections under
Article VI, to the extent they differ from previous plan provisions regarding
optional forms of benefit, may not eliminate an optional form of benefit with
respect to the account balance accrued as of the date the Employer executes the
restated adoption agreement (or, if later, the effective date of that restated
adoption agreement). An optional form of benefit includes the form of payment
(e.g., lump sum or installments), the timing of payment (e.g., immediately after
separation form service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g. right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
"administratively reasonable period of time" from the distribution date. Typical
distribution dates for 401(k)plans are semi-annual dates or quarterly dates.

Nonforfeitable Accrued Benefit Not Exceeding $3,500

When a separated participants vested balance does not exceed $3,500, the
plan allows the employer to separately establish the timing of these
distributions, separate from the distribution dates. When you complete this
section, you need to balance two concerns: 1) will the timing of the
distribution cause the participant to consider it a "severance benefit" and
therefore encourage separation from service, and 2) the administrative concerns
of carrying a non-active account in the plan.

<PAGE>

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (f) and (h).

6.02 Method of Payment

You may choose the standard forms of payment if this is a brand new plan and not
a restatment. Elect any one or combineation of options (b) through (e). If no
modifications are necessary, elect option (a).

6.03 Participant Elections After Separation from Service

Participant Elections Prior to Separation from Service - Employer
Contributions

The following distribution elections apply to all participant's matching and
employer discretionary accounts regardless of vested account balances, prior to
employment separation. If you prefer not to allow any distribution options from
these accounts prior to separation, select option (d).

Participant Elections Prior Separation from Service

Deferrals, QMAC's and QNEC's - The following distribution elections apply to all
participant's deferral, qualified matching, and qualified non-elective
contributions accounts, prior to employment separation. If you prefer not to
allow any distribution options from these accounts prior to employment
separation, select option (I).

<PAGE>

6.04 Annuity Distributions

9.10 Value of Benefit

9.11 Allocation of Net Income/Loss

The following elections will state how current year contributions will share, if
at all, in net income, gains or losses of the trust. You must election option
(a) if your plan allows employee deferrals, option (b) if your plan includes a
matching contribution, or option (c) if the plan allows employee after tax
contributions. Only make the elections applicable to your plan.

Option (1) would not include contributions made since the last valuation date in
any earnings or loss calculation. The other choices are based upon a segregated
account approach or a weighted average approach, both are described in section
14.12 of the plan.

Usually option (3) daily weighting is chosen if INVESCO is your recordkeeper,
for 9.11(a)(b) and (c).

10.03 Investment Powers

Complete this section if you (the employer) wish to allow the plan to invest in
qualifying employer securities, you should consult your legal counsel. The term
"qualifying employer securities: has a specific meaning under ERISA and may not
include all securities.

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally Option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates
of any of the listed items (a) through (j) have an effective date other than
your restated effective date in adoption agreement Section 1.18. Some some
provisions in the Tax Reform Act of 1986 were not effective until 1988 or 1989.
The few provisions (if any) that have later effective dates must specify when
they are effective.