PLASTI LINE INC /TN/, 10-K, 1995-04-03

PLASTI LINE INC /TN/
10-K, 1995-04-03
MISCELLANEOUS MANUFACTURING INDUSTRIES

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended JANUARY 1, 1995
---------------------------------------
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to
----------------- ------------------
Commission file number 0-15214
-----------------------------------------------

PLASTI-LINE, INC.
-------------------------------
(Exact name of registrant as specified in its charter)

TENNESSEE 62-1218546
------------------------------ ---------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

623 E. EMORY ROAD, P. O. BOX 59043,
KNOXVILLE, TENNESSEE 37950-9043
---------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (615) 938-1511
--------------

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

Title of each class Name of each exchange on which
registered

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

COMMON STOCK, $.001 PAR VALUE
-----------------------------------------------------------------
(Title of class)

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

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

Aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing sales price quoted as of March 14, 1995:
$11,143,015

Number of shares outstanding of each of the registrant's classes of common
stock as of March 14, 1995: 3,684,286

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement, dated March 21, 1995, and Annual
Report to Stockholders for the fiscal year ended January 1, 1995, are
incorporated by reference into Parts II and III of this Annual Report on Form
10-K.

The Index to Exhibits starts at page 14 of 204 sequentially numbered pages.

<PAGE> 2

PART I

ITEM 1. BUSINESS

GENERAL

Plasti-Line, Inc. which was incorporated in Tennessee in 1984, is a
leading producer of indoor and outdoor signs for corporate identification
programs. These signs are used primarily at retail outlets of large national
or regional companies such as automobile dealerships, gasoline stations, banks
and fast food restaurants. Plasti-Line, Inc. designs, engineers and
manufactures substantially all its products in Knoxville, Tennessee, Florence,
Kentucky, and Ontario, California. Plasti-Line, Inc. markets its products
throughout the United States and, to a limited extent, in Canada. As used
herein, the "Company" refers to Plasti-Line, Inc. and its subsidiary unless
the context requires otherwise.

The Company concentrates on providing a complete range of products and
services to high-volume users in the automotive, fast food, petroleum, banking
and other retail markets. The Company's manufacturing facilities in Knoxville,
Tennessee and Ontario, California serve this aspect of the business. The
Company's subsidiary, American Sign and Marketing Services, Inc. ("American
Sign"), in Florence, Kentucky, concentrates on production and marketing of
small outdoor signs, indoor signs and menuboards.

PRODUCTS

The Company's basic sign product is composed of two rigid plastic
faces that are molded and decorated to reflect the customer's name and logo.
These faces are mounted in a steel or aluminum frame and generally placed on a
steel column to permit visibility. Typically, the signs are internally
illuminated to make them visible at night. The sign faces range in size from
two square feet to 245 square feet.

The Company's products are used by its customers primarily for brand
identification of their retail outlets. For high-volume customers in the
automotive and fast food markets, and to a lesser extent for petroleum
customers, the Company produces a full package of signs used to identify a
particular retail location with the corporate image known to consumers. A
package may consist of many sign elements, including (i) road signs decorated
with the customer's logo and colors and often built in a distinctive shape;
(ii) high rise signs typically used for locations adjacent to interstate
highways or in high traffic areas; (iii) menuboards with changeable copy areas
and price mechanisms to enable fast food customers to identify and change their
menus and prices; (iv) signs typically used by petroleum customers to provide
on-site advertising of the prices of various products; (v) specialty lighting
products that provide accent or decorative lighting, typically at fast food
restaurants and gasoline stations; and (vi) illuminated fascia signage that is
mounted on buildings for decoration and identification.

The Company concentrates on high-volume, standardized products, but
also produces customized signage as an accommodation to its regular customers.
Custom signs typically require special fabrication techniques and tend to
generate low-volume production runs with longer lead times.

The Company provides at least a one-year limited warranty on all signs
for defects in materials and workmanship, with the Company being obligated to
repair or replace any defective product.

In addition to production, the Company offers a complete spectrum of
sign services, including design, site analysis, graphic analysis, installation
and maintenance. Working with the customer or a design consultant retained by
the customer, the Company assists in developing designs that meet the
customer's goals. Upon customer request, the Company coordinates the sign
package with local ordinances and regulatory requirements, assists in
determining where to place the signs for maximum visibility and assists in
obtaining necessary permits and variances. In cases where the Company has a
contract for the installation of a sign, the Company utilizes the services of a
subcontractor in the area in which the sign is to be installed. Maintenance
service, regular cleaning, inspection and replacement of lights and other parts
when needed or on a predetermined schedule are also provided through local
subcontractors.

2
<PAGE> 3

CUSTOMERS

The Company for internal purposes separates its business by customers
into automotive, banks, fast food, petroleum and other industry groupings. For
its automotive, bank, and fast food customers, the Company typically provides a
full range of products and services, including most or all of those described
above. For the petroleum industry, the Company typically manufactures signs to
the customer's specifications and ships them for installation by the customer's
own subcontractors. Customer commitments vary by market segment and specific
account. Commitments range from multi-year contracts with firm prices for all
products and services, to specific orders for specific quantities at firm
prices. From time to time, the Company is awarded large, one-time contracts by
customers who are changing their name or image. These programs can create
concentrated surges in volume.

PRINCIPAL CUSTOMERS Since 1969, the Company's principal customers have
been subsidiaries of General Motors Corporation ("General Motors"). General
Motors accounted for approximately 21% of the Company's net sales in fiscal
1994. The loss of General Motors as a customer would have a material adverse
effect on the Company if it were unable to compensate promptly for that loss by
generating new business.

The Company's original contract for the supply of internally
illuminated outdoor signs for the General Motors dealership sign program
extended through December 31, 1990 with two automatic two year extensions if
the Company maintained established performance levels. Both extensions were
granted to the Company. Recently, another one year extension through December
31, 1995 was executed. The Company furnishes all services associated with the
manufacture and installation of signs and replacement parts ordered by General
Motors for approximately 9,000 participating dealerships. The contract is
terminable on 30 days' notice by either party and is non-exclusive; however,
the Company believes that it is currently the sole supplier for the General
Motors dealership sign program. Signs are supplied for new dealerships, as
replacements of signs at existing dealerships and in connection with moves to
new locations. The Company provides General Motors with a 10-year limited
warranty for defects in materials and workmanship, with the Company being
obligated to repair or replace any defective product.

MARKETING

Products and services are marketed on a direct basis and through sales
representatives throughout the United States and, to a limited extent, in
Canada. The Company's principal marketing focus is on companies with many
retail outlets requiring substantial numbers of signs. This type of business
enables the Company to maintain economic production runs, and increases the
opportunity to provide a full range of services.

Marketing opportunities are generated by the construction of new
facilities, acquisition of existing locations requiring re-identification,
addition of signage at existing locations, design of a new image requiring
re-identification of all facilities and replacement of parts damaged by storms,
vandalism and accidents.

PRODUCTION AND RAW MATERIALS

Production of the Company's products is a labor intensive process. The
typical sign consists of large acrylic or polycarbonate faces mounted in a
metal frame and internally illuminated. The shapes of the faces are formed
using vacuum or press forming after the face material has been heated. Letters
or logos that are not molded into the faces are either glued or silk-screened
on the faces. During the production process, signs move through the plants on
an overhead monorail system. After the signs are manufactured, they are crated
and shipped from the Company's facilities principally by commercial trucking
companies.

The practice of the Company is to start producing finished goods only
after receipt of a firm order from a customer, although for customers with
long-term programs, the Company produces finished goods in anticipation of
customer needs. Credit terms are generally net 30 days from the date of sale.
Occasionally the Company engages the services of subcontractors for special
manufacturing work to assist during peak production periods.

3
<PAGE> 4

The Company designs and engineers its products to customer
specifications. The Company's manufacturing operations include machining,
welding, plastic molding and fabrication, painting, assembly and packaging. The
principal raw materials and purchased components used in the Company's
manufacturing process are steel shapes and sheet, aluminum shapes and sheet,
electrical components (wire, sockets, ballasts and lamps) and acrylic and
polycarbonate sheets. The Company does not hold any material patents or
trademarks.

To date, the Company has experienced no difficulty in satisfying its
requirements for raw materials and subcontractor assistance. It considers its
sources of supply to be adequate.

COMPETITION

The Company defines its principal market as the volume production sign
industry. Competition varies depending on the market segment and the size of
the project. Larger projects require a more comprehensive service capability
which limits the number of competitors. Smaller, less complex projects attract
a larger number of competitors.

Although no authoritative ranking of the Company's industry is
published, the Company believes that in 1994 it was the leading supplier of
volume production signs and related services in the United States. Most of the
Company's competition is from other suppliers, rather than from other products.

Competition for national accounts, the principal source of the
Company's business, is intense. The Company believes it has adequate financial
resources with which to compete. In general, the Company believes that its
products, contract conditions, terms, and warranty provisions are consistent
with those prevailing in the industry. The Company believes that its principal
advantage is its ability to provide a complete range of products and services
to customers on a competitive basis.

EMPLOYEES

The Company had a total of 843 full-time employees as of January 1,
1995 of which approximately sixty percent were employed under union contract.

PRODUCT BACKLOG

At January 1, 1995, booked orders believed to be firm amounted to
approximately $32.1 million as compared with approximately $27.1 million at
January 2, 1994. Products are shipped by the Company against customer delivery
schedules, which generally call for delivery two to four months after the order
is placed. The Company believes that substantially all of its product backlog
at January 1, 1995 will be shipped before the end of its current fiscal year.
In addition to firm product backlog, the Company has open commitments from a
number of customers to supply products as required to meet their construction
schedules. At the time such a customer gives the Company a release to ship
signs to a particular location, the Company includes the products covered by
the release in backlog and commences production or ships the items from
inventory.

SEASONALITY

The Company's sales in fiscal 1994 exhibited some limited seasonality,
with sales in the first quarter being the lowest and those in the fourth
quarter the highest. First quarter sales tend to be relatively lower because of
weather constraints which slow down customers' construction schedules and their
pattern of sign purchases. Sales normally accelerate in the second, third and
fourth quarters corresponding with accelerating construction schedules.

4
<PAGE> 5

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the names, ages, present positions and business
experience of all Executive Officers of the Company. Officers are appointed to
serve at the pleasure of the Board.

<TABLE>
<CAPTION>
NAME AGE PRESENT POSITION BUSINESS EXPERIENCE
- ---- --- ---------------- -------------------
<S> <C> <C> <C>
James R. Martin 52 Chief Executive Officer Chief Executive Officer of the Company since
Chairman of the Board June 1992. He was President of the Company
from 1980 to June 1992. He has been the
Company's principal stockholder since 1980. He
also serves as a director of First American
Corporation, a bank holding company in
Nashville, Tennessee.

Richard A. Banfield 53 Chief Operating Officer President and Chief Operating Officer of
President the Company since June 1992. From 1989 to
Director June 1992 he was Vice President and General
Manager of the Automotive Systems Group and a
Corporate Vice President of Johnson Controls,
Inc., a manufacturer of automotive seating and
components.

Mark J. Deuschle 35 Vice President-Finance Chief Financial Officer since July 1992. He
Chief Financial Officer joined the Company in 1989 serving as
Treasurer Corporate Controller and Assistant Secretary.
Secretary From 1985 until employment with the Company,
he was employed in various capacities by FMC
Corporation, a diversified international
manufacturing company.

C. Wayne Morris 51 Senior Vice President- Senior Vice President-Marketing since February
Marketing 1989. From 1979 until his employment with the
Company, Mr. Morris was Vice President of Field
Sales for the Consumer Products Division and
subsequently Vice President of Sales for the
Industrial Products Division of Black and Decker
Company.

Kathryn Coleman Wood 39 Vice President- Vice President-Human Resources since August
Human Resources 1994. From 1988 until employment with the
Company, Ms. Wood was Vice President of Human
Resources & Support Services for CTI, Inc., a
manufacturer of medical imaging equipment.
</TABLE>

ITEM 2. PROPERTIES

The Company owns its corporate headquarters and manufacturing space in
Knoxville which are housed in two buildings on 45 acres of land. One building
contains approximately 23,000 square feet of office space. The other building
contains approximately 325,000 square feet of manufacturing space. The
facilities and equipment in Knoxville were financed in part with the proceeds
of industrial revenue bonds issued on behalf of the Company and are
collateralized by mortgages or liens. American Sign owns an approximately
230,000 square foot manufacturing and office facility in Florence, Kentucky.
The Company owns an approximately 170,000 square foot manufacturing and office
facility in Centerville, Tennessee, at which operations ceased during 1992. The
Company also rents approximately 20,000 square feet of manufacturing and office
facility in Ontario, California. The Company's equipment consists primarily of
molds, vacuum forming equipment, computers and general office equipment. The
Company believes its existing facilities and equipment are adequate for
present and anticipated business. The Company does not hold any material
patents or trademarks.

ITEM 3. LEGAL PROCEEDINGS

On December 5, 1994, the Company and its subsidiary, American Sign,
filed a complaint (the "Complaint") against Teledyne Industries, Inc.
("Teledyne") in Knoxville, Tennessee, in the United States District Court for
the Eastern District of Tennessee, Northern Division. This litigation arose
in connection with an agreement with Teledyne whereby Teledyne was designing
and developing on behalf of the Company and American Sign a drive-through order
verification product for fast food restaurants ("Horizon"). Pursuant to the
Complaint, the Company and American Sign are seeking approximately $650,000
plus interest from Teledyne plus additional amounts to be proven at trial in
connection with their contract with Teledyne relating to Horizon design flaws.
The Company and American Sign are also seeking a declaratory judgment against
Teledyne stating that the Company and American Sign are not obligated to
purchase any Horizon units.

In connection with the Complaint, on January 20, 1995 Teledyne filed a
counterclaim against the Company and American Sign in the United States
District Court for the Eastern District of Tennessee, Northern Division seeking
approximately $2,355,754 plus interest and additional amounts to be proven at
trial. This counterclaim is based on the Horizon contract and related fraud
and tortious interference claims. The Company and American Sign dispute the
allegations in Teledyne's counterclaim and intend to vigorously defend
themselves in such litigation.

5
<PAGE> 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of stockholders, through a
solicitation of proxies or otherwise, during the fourth quarter of the 1994
fiscal year.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

This information is incorporated by reference from the inside back
cover of the Company's 1994 Annual Report to Stockholders, which is attached
hereto as Exhibit 13.0.

ITEM 6. SELECTED FINANCIAL DATA

This information is incorporated by reference from the inside cover of
the Company's 1994 Annual Report to Stockholders, which is attached hereto as
Exhibit 13.0.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This information is incorporated by reference from pages 15-16 of the
Company's 1994 Annual Report to Stockholders, which is attached hereto as
Exhibit 13.0.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information is incorporated by reference from pages 5-15 of the
Company's 1994 Annual Report to Stockholders, which is attached hereto as
Exhibit 13.0.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Information required under this Item with respect to Directors is
incorporated by reference from pages 2-8 of the Company's Proxy Statement dated
March 21, 1995. Information about Executive Officers of the Company is included
in Item 1 of Part I of this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to this item may be found in the sections
captioned "Executive Compensation" appearing on pages 6 through 8 of the
Company's Proxy Statement dated March 21, 1995. Such information is
incorporated herein by reference. In no event shall the information contained
in the section 5 captioned "Compensation Committee Report" on pages 8 through 11
of the Company's Proxy Statement dated March 21, 1995, and "Performance Graph"
on page 11 of the Company's Proxy Statement dated March 21, 1995 be
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This information is incorporated by reference from pages 13-14 of the
Company's Proxy Statement dated March 21, 1995.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This information is incorporated by reference from page 12 of the
Company's Proxy Statement dated March 21, 1995.

6
<PAGE> 7

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. Financial Statements: See Index to Financial Statements and
Financial Statement Schedules, pages 9 and 10.

2. Financial Statement Schedules: See Index to Financial
Statements and Financial Statement Schedules, pages 9 and 10.

3. Exhibits: See Index to Exhibits, page 13.

(b) Reports on Form 8-K

None

SIGNATURES

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

DATED: April 3, 1995

PLASTI-LINE, INC.

James R. Martin
--------------------------------
James R. Martin
(Principal Executive Officer)

Each person whose signature appears below hereby authorizes James R.
Martin and Mark J. Deuschle, and each of them, as attorneys-in-fact and agents,
with full powers of substitution, to sign on his or her behalf, amendments to
this Annual Report on Form 10-K with the Securities and Exchange Commission,
granting to said attorney-in-fact and agents full power and authority to
perform any other act on behalf of the undersigned required to be done in the
premises.

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

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

James R. Martin
- ------------------------------------------------
James R. Martin Chief Executive Officer March 31, 1995
Chairman of the Board

Mark J. Deuschle
- ------------------------------------------------
Mark J. Deuschle Vice President-Finance, March 28, 1995
Treasurer, Secretary
(Principal Financial and Accounting Officer)
</TABLE>

7
<PAGE> 8

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

Richard A. Banfield
- -----------------------------------------------------
Richard A. Banfield Director March 31, 1995
Chief Operating Officer
and President
Howard L. Clark, Jr.
- -----------------------------------------------------
Howard L. Clark, Jr. Director March 31, 1995

John F. Daly
- -----------------------------------------------------
John F. Daly Director March 30, 1995

James G. Hanes, III
- -----------------------------------------------------
James G. Hanes, III Director March 30, 1995

James A. Haslam, III
- -----------------------------------------------------
James A. Haslam, III Director March 30, 1995

J. Hoyle Rymer
- -----------------------------------------------------
J. Hoyle Rymer Director March 29, 1995

- -----------------------------------------------------
James F. Smith, Jr. Director -------------

- -----------------------------------------------------
H. Mitchell Watson, Jr. Director -------------

</TABLE>

8
<PAGE> 9
PLASTI-LINE, INC.
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
1. Financial Statements: Page reference

ANNUAL
REPORT TO
STOCKHOLDERS
------------
<S> <C>
Consolidated statements of income for the 5
years ended January 1, 1995 (1994), January 2, 1994 (1993),
and January 3, 1993 (1992)

Consolidated balance sheets at January 1, 1995 (1994) and 6
January 2, 1994 (1993)

Consolidated statements of changes in 7
stockholders' equity for the years ended
January 1, 1995 (1994), January 2, 1994 (1993),
and January 3, 1993 (1992)

Consolidated statements of cash flows 8
for the years ended January 1, 1995 (1994),
January 2, 1994 (1993), and January 3, 1993 (1992)

Notes to consolidated financial statements 9-15

Report of independent accountants 15
</TABLE>

9
<PAGE> 10
PLASTI-LINE, INC.
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
(CONTINUED)

<TABLE>
<CAPTION>
1. Financial Statement Schedules: Page reference

FORM 10K
--------
<S> <C>
Schedules included:

II - Valuation and Qualifying Accounts 11

Report of Company's independent public accountants with
respect to the Financial Statement Schedules 12

Schedules omitted - Schedules I, III, IV, and V are omitted as not
applicable because the required conditions are not present.
</TABLE>

10
<PAGE> 11

PLASTI-LINE, INC. AND SUBSIDIARY
VALUATION AND QUALIFYING ACCOUNTS SCHEDULE II

Years ended January 1, 1995 (1994), January 2, 1994 (1993) and
January 3, 1993 (1992)
(In thousands)

<TABLE>
<CAPTION>
BALANCE ADDITIONS BALANCE
BEGINNING CHARGED TO AT END OF
DESCRIPTION OF PERIOD EXPENSE DEDUCTIONS PERIOD
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1994
Allowance for doubtful
accounts $122 $195 $10(a) $213
==== ==== === ====
1993
Allowance for doubtful
accounts $139 $177 $19(a) $122
==== ==== === ====
1992
Allowance for doubtful
accounts $189 $60 $11 (a) $139
==== === === ====
</TABLE>

- -------------------------------
(a) Write-offs, net of recoveries, of uncollectible accounts.

11
<PAGE> 12

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors
Plasti-Line, Inc.

Our report on the consolidated financial statements of Plasti-Line,
Inc. and Subsidiary has been incorporated by reference in this Form 10-K from
page 15 of the 1994 Annual Report to Stockholders of Plasti-Line, Inc. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedules listed in the index on page 11 of
this Form 10-K.

In our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

COOPERS & LYBRAND

Knoxville, Tennessee
February 17, 1995

12
<PAGE> 13
PLASTI-LINE, INC. AND SUBSIDIARIES
EXHIBIT INDEX

Exhibits marked with an asterisk are filed herewith. The remainder of the
exhibits have heretofore been filed with the Commission and are incorporated
herein by reference.

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- -------------- ---------------------- -----------
<S> <C>
3.1 Amended and Restated Articles of Incorporation.
Incorporated by reference to the Company's
Registration Statement 33-4316 on Form S-1 dated March
20, 1986.

3.1.1 Articles of Amendment to Company's Amended and
Restated Articles of Incorporation. Incorporated by
reference to the Company's Registration Statement
33-4316 on Form S-1 dated March 20, 1986.

3.1.2 Articles of Amendment to the Articles of Incorporation
of Plasti-Line, Inc. filed April 21, 1988.
Incorporated by reference to the Company's 10-K for
the fiscal year ended January 1, 1989, File No.
0-15214.

3.2 Company's Bylaws (as Amended and Restated).
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended January 3, 1993, File No.
0-15214.

4.2 Loan Agreement, dated November 1, 1989, between
Industrial Development Board of the County of Knox and
Plasti-Line, Inc. Incorporated by reference to the
Company's Form 10-K for the fiscal year ended December
31, 1989, File No. 0-15214.

4.3 Indenture of Trust, dated November 1, 1989 between
Industrial Development Board of the County of Knox and
First American National Bank, Knoxville, Tennessee.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 31, 1989, File No.
0-15214.

4.4 Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 1, 1989, from
Plasti-Line, Inc. (the "Borrower") to Joseph P.
Congleton (the "trustee"), for the benefit of First
American National Bank, Knoxville, Tennessee.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 31, 1989, File No.
0-15214.

4.5 Pledge and Security Agreement, dated November 1, 1989
between Plast-Line, Inc. and First American National
Bank, Knoxville, Tennessee. Incorporated by reference
to the Company's Form 10-K for the fiscal year ended
December 31, 1989, File No. 0-15214.
</TABLE>

<PAGE> 14

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- -------------- ---------------------- -----------
<S> <C> <C>
4.6 Reimbursement Agreement, dated November 1, 1989
between Plasti-Line, Inc. and First American National
Bank, Knoxville, Tennessee. Incorporated by reference
to the Company's Form 10-K for the fiscal year ended
December 31, 1989, File No. 0-15214.

4.6.1 Amendment Number 1, effective November 1, 1989, to
Reimbursement Agreement, between Plasti-Line, Inc. and
First American National Bank. Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended January 3, 1993, File No. 0-15214.

4.7 Tax Indemnity Agreement, dated June 12, 1992 between
Plasti-Line, Inc. and First American National Bank,
Knoxville, Tennessee. Incorporated by reference to the
Company's Form 10-K for the fiscal year ended January
3, 1993, File No. 0-15214.

10.1.5 (1) 1991 Stock Incentive Program, dated December 12, 1990.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 30, 1990, File No.
0-15214.

10.3* (1) Pre-Tax Savings and Profit Sharing Plan dated August 10, 1994.
</TABLE>

14
<PAGE> 15

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- -------------- ---------------------- -----------
<S> <C> <C>
10.5 (1) Plasti-Line, Inc. Employee's Health Plan dated July 1,
1991. Incorporated by reference to the Company's Form
10-K for the fiscal year ended December 29, 1991, File
No. 0-15214.

10.6 Supply Agreement, effective January 1, 1983, between
GM-DI Leasing Corporation and Plasti-Line, Inc.
Incorporated by reference to the Company's
Registration Statement 33-4316 on Form S-1 dated March
20, 1986.

10.7 Amendment dated December 4, 1987 between GM-DI Leasing
Corporation and Plasti-Line, Inc. Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended January 3, 1988, File No. 0-15214.

10.7.5 Amendment dated January 1, 1991 between GM-DI Leasing
Corporation and Plasti-Line, Inc. Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended December 31, 1990, File No. 0-15214.

10.8 (1) Form of Deferred Compensation Agreement. Incorporated
by reference to the Company's Registration Statement
33-4316 on Form S-1 dated March 20, 1986.

10.9 (1) Health Care Plan Trust Agreement dated December 15,
1982. Incorporated by reference to the Company's
Registration Statement 33-4316 on Form S-1 dated March
20, 1986.

10.10 (1) Supplemental Medical Plan. Incorporated by reference
to the Company's Registration Statement 33-4316 on
Form S-1 dated March 20, 1986.

10.14 * Agreement between Company and Local Union No. 555,
Street Metal Workers International Association dated
February 4, 1995

</TABLE>

15
<PAGE> 16

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- -------------- ---------------------- -----------
<S> <C> <C>
10.17 Sign Agreement between Plasti-Line, Inc., and General
Motors (Canada). Incorporated by reference to the
Company's Form 10-K for the fiscal year ended January
3, 1988, File No. 0-15214.

10.18 Stock Purchase Agreement and the related Addendum
thereto (original exhibit no. 2). Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15214.

10.21 Labor Agreement between American Sign & Marketing
Services, Inc. and the American Sign & Marketing
Services, Inc., Independent Union dated January 1,
1992. Incorporated by reference to the Company's Form
10-K for the fiscal year ended December 29, 1991, File
No. 0-15214.

10.26 Amended and Restated Retirement and Disability Program
for Plasti-Line, Inc. effective January 1, 1989.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 31, 1989, File No.
0-15214.

10.27 Amendment Number 1, effective February 3, 1990, to the
Retirement and Disability Program dated January 1,
1989. Incorporated by reference to the Company's Form
10-K for the fiscal year ended December 30, 1990, File
No. 0-15214.

10.28 Agreement between Toyota Motor Sales, U.S.A. Inc. and
Plasti-Line, Inc. dated January 1, 1991. Incorporated
by reference to the Company's Form 10-K for the fiscal
year ended December 30, 1990, File No. 0-15214.

10.29 Revolving Credit and Term Loan Agreement, dated as of
December 30, 1992 with Trust Company Bank and First
American National Bank. Incorporated by reference to
the Company's Form 10-K for the fiscal year ended
January 3, 1993, File No. 0-15214.

10.30 (1) Employment Agreement between Richard A. Banfield and
Plasti-Line, Inc. Incorporated by reference to the
Company's Form 10-K for the fiscal year ended January
3, 1993, File No. 0-15214.

10.31 Amendment dated May 5, 1992 to Supply Agreement
between GM-DI Leasing Corporation and Plasti-Line,
Inc. Incorporated by reference to the Company's Form
10-K for the fiscal year ended January 3, 1993, File
No. 0-15214.
</TABLE>

<PAGE> 17

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- -------------- ---------------------- -----------
<S> <C> <C>
13.0* 1994 Annual Report to Stockholders.

21.0 Plasti-Line, Inc. Subsidiaries. Incorporated by
reference to the Company's Registration Statement
33-4316 on Form S-1 dated March 20, 1986.

23.0* Consent of Experts 12
Consent of Coopers & Lybrand filed herewith

24.0* Power of Attorney (contained on the signature page of
this annual report).

27.0* Financial Data Schedule (for SEC use only)
</TABLE>

- --------------------------
(1) Plans and arrangements where executives receive compensation.

<PAGE> 1
GODWINS BOOKE & DICKENSON
PROTOTYPE PROFIT SHARING
AND
EMPLOYEE SAVINGS PLAN AND TRUST

NON-STANDARDIZED FORM
ADOPTION AGREEMENT - 001

The Employer hereby makes the following declarations,
designations, and elections for purposes of the plan and trust:

I. EMPLOYER INFORMATION
--------------------
A. Name: Plasti-Line, Inc.
------------------------------------------------------------------
B. Address: P O Box 59043, Knoxville, Tennessee 38950-9043
---------------------------------------------------------------
C. Telephone: (615) 947-8518
------------------------------------------------------------
D. Employer Identification (or Social Security) Number: 62-1218546
--------------------
E. Type of entity: [Select one]

X (1) Corporation
----
(2) Partnership
----
(3) Sole Proprietorship
----
(4) S Corporation
----

F. Nature of Employer's Business: Fabricated Structural Metal Products
-----------------------------------------
G. Primary Standard Industry Code (SIC): 3440
----------------------------------
H. Date of Incorporation or Commencement of Business: 6-19-84
---------------------
I. State of Incorporation or State of Principal Business Activity: Tennessee
---------
J. Fiscal Year End: 12/31
--------------------------------------------------------

-1-
<PAGE> 2

K. Other corporations or trades or businesses affiliated with or in the
same controlled group of corporations or trades or businesses as the
Employer:

(1) Name:
-------------------------------------------------------
Address:
----------------------------------------------------
Employer Identification Number:
-----------------------------
(2) Name:
-------------------------------------------------------
Address:
----------------------------------------------------
Employer Identification Number:
-----------------------------
(3) Name:
-------------------------------------------------------
Address:
----------------------------------------------------
Employer Identification Number:
-----------------------------

If there are additional members of the same affiliated or controlled
group of corporations or trades or businesses as the Employer, please
attach a statement containing the above information for each
additional member.

II. PLAN FIDUCIARIES

[Numbers shown in parenthesis throughout the remainder of this
Adoption Agreement are references to sections of the accompanying plan
document.]

A. Committee (1.12; 10; 12.1.2): [Insert the names of the individuals
to be appointed by the Board]

As designated by the Board
----------------------------------------------------------------------

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

-2-
<PAGE> 3

B. Plan Administrator (1.44; 10; 12.1.3): [Select one and complete, if
necessary]

(1) The chairman of the Committee.
---
X (2) The Committee.
---
(3) Other:
---

C. Trustee(s) (1.61; 12.1.4; 20):

(1) Name: Wachovia Bank of North Carolina, N.A.
------------------------------------------------------
Address: 301 North Main Street, Winston-Salem, NC 27150
---------------------------------------------------
Telephone:
-------------------------------------------------
Employer Identification Number or Social Security Number:
---
(2) Name:
------------------------------------------------------
Address:
---------------------------------------------------
Telephone:
-------------------------------------------------
Employer Identification Number or Social Security Number:
---
(3) Name:
------------------------------------------------------
Address:
---------------------------------------------------
Telephone:
-------------------------------------------------
Employer Identification Number or Social Security Number:
---

III. STATUS OF THE PLAN

A. Name of the plan (1.43): Plasti-Line, Inc. Pre-Tax Savings and
Profit Sharing Plan

B. Original effective date (1.19): 4-1-85 (Plasti-Line, Inc. Pre-Tax
Savings Plan; 1-1-82 (Plasti-Line, Inc. Profit Sharing Plan and Trust
Agreement); 9-30-68 (American Sign and Marketing Services, Inc. Profit
Sharing Plan).

C. If this plan is an amendment and restatement of an existing plan,
except as otherwise provided in the plan document, the effective date
of this amendment and restatement shall be 7/1/94 as to the merger of
the Plasti-Line, Inc. Pre-Tax Savings Plan; the Plasti-Line, Inc.
Profit Sharing Plan and Trust Agreement; and the American Sign and
Marketing Services, Inc. Profit Sharing Plan.

-3-
<PAGE> 4

D. Plan year end (1.45): 12/31
-----------------------------------------------
E. Limitation year (23.5.9): 12/31
--------------------------------------------
F. Plan number: 005
-------------------------------------------------------
G. Governing state law (24.9): Tennessee
-----------------------------------------

If this plan is an amendment and restatement, please attach a copy of the most
recent determination letter.

IV. PARTICIPATION

A. All employees of the Employer shall be eligible to participate in the
plan, except the following (1.21): [Select the desired exclusions]

(1) No exclusions will apply.
----
(2) Employees of an affiliated employer that is not a
---- party to the plan.

(3) Leased employees.
----

X (4) Other: Those covered by a collective bargaining
---- agreement. Employees engaged primarily in production
in the Fontana California location.
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------

B. Number of years of service required to participate (1.40): [Select
one]

X (1) 0 Years of Service.
----
(2) 1 Year of Service.
----
(3) Other:
---- ----------------------------------------------
[not to exceed one year of service].

C. Minimum age required to participate (1.40): [Select one]

X (1) No minimum age required.
----
(2) 21 years of age.
----
(3) _____ years of age [not to exceed 20 1/2 years of
---- age].

-4-

<PAGE> 5

D. Entry date (1.28): [Select one]

X (1) First day of the first payroll period beginning after
---- the employee's date of hire.

(2) First day of the first payroll period after the
---- completion of any minimum age and service
requirements chosen above.

(3) First day of the month coincident with or next
---- following the completion of any minimum age and
service requirements chosen above.

(4) First day of the plan year or seventh month of the
---- plan year, whichever is earlier, coincident with or
next following the completion of any minimum age and
service requirements chosen above.

(5) First day of the plan year quarter coincident with or
---- next following the completion of any minimum age and
service requirements chosen above.

(6) First day of the plan year coincident with or next
---- following the completion of any minimum age and
service requirements chosen above.

[Note: This option (6) may only be selected
if the number of months of service required
to participate is six or less.]

(7) First day of the plan year in which any minimum age
---- and service requirements chosen above are completed.

[Note: This option (7) is a retroactive
entry date.]

V. SERVICE

A. Method for determining service for each employee (1.34, 1.41):
[Select one]

X (1) Service will be determined on the basis of hours of
---- service calculated as follows: [Select one]

(a) On the basis of actual hours for which an
---- employee is paid or entitled to payment.

(b) On the basis of days worked. An employee
---- shall be credited with 10 hours of service
for each day if he would be credited with at
least one hour of service for such day under
the plan.

(c) On the basis of weeks worked. An employee
---- shall be credited with 45 hours of service
for each week if he would be credited with at
least one hour of service for such week under
the plan.

-5-
<PAGE> 6

(d) On the basis of semi-monthly payroll periods.
---- An employee shall be credited with 95 hours
of service for each payroll period if he
would be credited with at least one hour of
service for such payroll period under the
plan.

X (e) On the basis of calendar months worked. An
---- employee shall be credited with 190 hours of
service for each month if he would be
credited with at least one hour of service
for the month under the plan.

(2) Service will be determined on the basis of elapsed
---- time.

B. Prior service with certain affiliated employers (1.52.2): [Select
one]

(1) Service with an employer prior to such employer
---- becoming an affiliated employer shall not be
recognized.

X (2) Service with an employer prior to such employer
---- becoming an affiliated employer shall be recognized.

VI. COMPENSATION

A. Compensation defined (1.13; 23.5.2):

A participant's "compensation" used in determining the amount of
contributions and forfeitures, if any, allocable to such participant's
account under the plan shall mean all of his: [Select one]

X (1) W-2 earnings (Box 1), as defined in Section 23.5.2(i)
---- of the plan.

(2) Code Section 3401(a) wages, as defined in Section
---- 23.5.2(ii) of the plan.

(3) Code Section 415 safe-harbor compensation, as defined
---- in Section 23.5.2(iii) of the plan.

B. In determining the amount of a participant's compensation to be used
in calculating the amount of contributions and forfeitures, if any,
allocable to such participant's account, certain salary reduction
amounts shall be treated as follows (1.13): [Select one]

(1) Compensation shall not include Employer contributions
---- made pursuant to a salary reduction agreement which
are not includible in the gross income of the
employee under Sections 125, 402(g)(3), 402(h), or
403(b) of the Code.

X (2) Compensation shall include Employer contributions made
---- pursuant to a salary reduction agreement which are
not includible in the gross income of the employee
under Sections 125, 402(g)(3), 402(h), or 403(b) of
the Code.

-6-
<PAGE> 7

C. Compensation excluded (1.13):

The compensation of a participant used in determining the amount of
contributions and forfeitures, if any, allocable to such participant's
account under the plan shall not include the following items: [Select
the applicable exclusions]

(1) Overtime.
----

(2) Bonuses.
----

(3) Commissions.
----

(4) Compensation in excess of $___________.
----
X (5) Other: Relocation reimbursements and one time special
---- bonuses.
------------------------------------------------------
------------------------------------------------------

D. Compensation considered (1.13):

The compensation considered in determining the amount of contributions
and forfeitures, if any, allocable to a participant's account under
the plan shall include compensation actually paid to such participant
during: [Select one]

X (1) The plan year. [Note: This option must be elected if
---- the Employer elects for the plan to include a Cash or
Deferred Arrangement under item VII below.]

(2) The taxable year ending with or within the plan year.
----

(3) The limitation year ending with or within the plan
---- year.

VII. CASH OR DEFERRED ARRANGEMENT

A. The plan shall not include a Cash or Deferred Arrangement
---- described in Section 401(k) of the Code (2.1).

[If the above option is selected, do not complete the
remaining questions of item VII.]

X The plan shall include a Cash or Deferred Arrangement described
---- in Section 401(k) of the Code.

[If the above option is selected, please complete the
remaining questions of item VII.]

-7-
<PAGE> 8

B. Elective deferrals (1.20; 2.1):

(1) Amount of elective deferrals: [Select any applicable options
and complete as appropriate]

A participant may elect to have his compensation (as selected
under Item VI. above) reduced by the following percentage or
amount per payroll period, as designated in writing to the
plan administrator: [Select and complete one or both options
below]

X (a) Up to 12 % of the employee's compensation
---- considered under the plan.

(b) An amount not in excess of $___________.
----

(2) Change of elective deferrals (2.1.1):

A participant may modify the amount of elective deferrals
contributed to the plan on his behalf effective as of the
first full payroll period beginning on or after the: [Select
one]
(a) First day of the next succeeding plan year.
----
(b) First day of the plan year and the first day
---- of the seventh month of the plan year.

(c) First day of the next plan year quarter.
----
X (d) First day of the next succeeding month.
----
(e) Receipt by the Committee of the participant's
---- election to modify the amount of his elective
deferrals.

(3) Distribution of elective deferrals (3.8; 6.5):

Elective deferrals (and any qualified non-elective
contributions and qualified matching contributions) and income
allocable to such amounts shall be distributable upon
termination of service, death, or disability, and upon:
[Select one or more]

(a) No other events.
----
X (b) Termination of the plan without the
---- establishment of another defined contribution
plan (other than an employee stock ownership
plan as defined in Section 4975(e) of the
Code).

-8-
<PAGE> 9

X (c) The disposition by the Employer to an
---- unrelated corporation of substantially all of
the assets (within the meaning of section
409(d)(2) of the Code) used in a trade or
business of the Employer, where (i) the
participant is employed by such trade or
business and continues employment with the
entity acquiring such assets, and (ii) the
Employer continues to maintain the plan after
the sale or other disposition.

X (d) The disposition by the Employer to an
---- unrelated entity of the Employer's interest
in a subsidiary (within the meaning of section
409(d)(3) of the Code), where (i) the
participant is employed by such subsidiary
and continues employment with such subsidiary
following such sale or other disposition, and
(ii) the Employer continues to maintain the
plan after the sale or other disposition.

X (e) The participant's attainment of age 59 1/2.
----

X (f) The hardship of the participant as described
---- in Section 6.3 of the plan. [If elected, this
option shall not apply to (i) qualified
non-elective contributions, (ii) qualified
matching contributions, (iii) income
allocable to such amounts, or (iv) income
allocable to elective deferrals after the end
of the last plan year ending before July 1,
1989.]

C. Qualified non-elective contributions (1.47; 2.1.5):

(1) Qualified non-elective contributions made by the Employer to
enable the plan to satisfy the actual deferral percentage
("ADP") test and the average contribution percentage ("ACP")
test shall be allocated to the accounts of: [Select one]

(a) All participants.
----
(b) Only non-highly compensated participants.
----
X (c) A group of non-highly compensated participants
---- designated by the Committee.

-9-
<PAGE> 10

(2) The formula for allocating qualified non-elective
contributions among those participants selected in Item
VII.C.(1) above shall be as follows: [Select one]

X (a) In the ratio which each participant's
---- compensation for the plan year bears to the
total compensation of all participants for
such plan year.

(b) In the ratio which each participant's
---- compensation not in excess of $___________
for the plan year bears to the total
compensation of all participants not in
excess of $___________ for such plan year.

(3) In order to share in any qualified non-elective contribution
made with respect to a plan year, an employee must be a
participant during such plan year, and must (2.1.5; 2.1.8):
[Select one]

X (a) Fulfill no additional requirements.
----
(b) Complete a year of service within the plan
---- year.

(c) Be in the service of the Employer on the
---- adjustment date as of which the qualified
non-elective contribution is allocated.

(d) Complete a year of service within the plan
---- year and be in the service of the Employer on
the year- end adjustment date as of which the
qualified non-elective contribution is
allocated.

D. Qualified matching contributions (1.46; 2.1.4; 2.3.2):

(1) Qualified matching contributions made by the Employer to
enable the plan to satisfy the ADP test and/or the ACP test
shall be allocated to the accounts of: [Select one]

(a) All participants who make elective deferrals
---- or employee after-tax contributions for the
plan year.

(b) Only non-highly compensated participants who
---- make elective deferrals or employee after-tax
contributions for the plan year.

X (c) A group of non-highly compensated participants
---- designated by the Committee.

(2) In order to share in any qualified matching contributions made
with respect to a plan year, an employee must be a participant
with respect to such plan year, and must (2.3.2): [Select
one]

X (a) Fulfill no additional requirements.
----

-10-
<PAGE> 11

(b) Complete a year of service within the plan
---- year.

(c) Be in the service of the Employer on the
---- adjustment date as of which the qualified
matching contribution is allocated.

(d) Complete a year of service within the plan
---- year and be in the service of the Employer on
the year- end adjustment date as of which the
qualified matching contribution is allocated.

VIII. EMPLOYEE AFTER-TAX CONTRIBUTIONS

A. X (1) Participants shall not be permitted to make employee
---- after-tax contributions to the plan (2.2).

[If the above option is selected, do not
complete the remaining questions in this item
VIII.]

(2) Participants shall be permitted to make employee
---- after-tax contributions to the plan.

[If the above option is selected, please
complete the remaining questions in this item
VIII.]

B. Amount of employee after-tax contributions (2.2.1): [Select one or
both and complete as appropriate]

A participant may elect to make employee after-tax
contributions to the plan each payroll period, subject to the
following limitations:

(a) Up to _____% of the employee's compensation
---- considered under the plan.

(b) An amount not in excess of $___________.
----

C. Change of employee after-tax contributions (2.2.2):

A participant may modify the amount of his employee after-tax
contributions to the plan effective as of the first full
payroll period beginning on or after the: [Select one]

(a) First day of the next following plan year.
----

(b) First day of the plan year and the first day
---- of the seventh month of the plan year.

(d) First day of the next succeeding month.
----

-11-
<PAGE> 12

(e) Receipt by the Committee of the participant's
---- election to modify the amount of his employee
after- tax contributions.

D. Withdrawals from employee after-tax contribution account (6.2):
[Select one and complete as appropriate]

(1) Except as otherwise provided in XI.E. or G, amounts
---- allocated to a participant's employee after-tax
contribution account shall not be withdrawn prior to
his termination of service, death, or disability.

X (2) In addition to any withdrawal rights provided in XI E,
---- or G, at a participant's request, amounts allocated
to his employee after-tax contribution account may be
withdrawn prior to his termination of service, death,
or disability, subject to the following conditions:
[Complete (a); complete (b) if daily adjustment dates
have been selected, also complete (c) through (f) as
appropriate]

X (a) A participant may not request more than 1
---- [not to exceed four] withdrawals during a plan
year.

(b) No withdrawal shall exceed _____% of the
---- amount in the participant's employee
after-tax contribution account, determined on
the date the withdrawal request is actually
processed.

(d) No withdrawal may be made until the
---- participant has taken all available
withdrawals from the following accounts:
______________________________________________

(e) A withdrawal may only be made if the
---- participant incurs a financial hardship. For
purposes of this paragraph, a "financial
hardship" is defined as
______________________________________________
__________________________[specify clear,
objective criteria for determining a
financial hardship that precludes employer
discretion]

(f) A participant who receives a withdrawal shall
---- not be eligible to contribute to the plan
______________________________________________
______________________________ [Insert type
of contribution affected and period of
suspension]

IX. MATCHING CONTRIBUTIONS AND DISCRETIONARY EMPLOYER CONTRIBUTIONS

A. Matching contributions (1.36; 2.3):

-12-
<PAGE> 13

The Employer shall not make matching contributions to the plan.
----
[If the above option is selected, do not complete the
remaining questions in this item IX.A.; proceed to
item IX.B.]

X The Employer shall make matching contributions to the plan.
----
[If the above option is selected, please complete the
remaining questions in this item IX.]

(1) Employer matching contributions shall be allocated according
to the terms of the plan among: [Select one]

X (a) All participants
----
(b) All participants who are non-highly
---- compensated employees

who have made elective deferrals and/or employee after-tax
contributions, as appropriate, to the plan for such plan year.

(2) The amount of matching contributions contributed to the plan
by the Employer with respect to each participant's elective
deferrals and/or employee after-tax contributions made during
a plan year shall equal: [Select one or more]

X (a) 25 % of the first 6 % of the
---- participant's elective deferrals,

_____% of the next _____% of the
participant's elective deferrals, and

_____% of the remaining _____% of the
participant's elective deferrals, but

not to exceed a total matching contribution
of $___________.

(b) _____% of the first _____% of the
---- participant's employee after-tax
contributions,

_____% of the next _____% of the
participant's employee after-tax
contributions, and

_____% of the remaining _____% of the
participant's employee after-tax
contributions, but

not to exceed a total matching contribution
of $___________.

(c) _____% of the aggregate of the participant's
---- elective deferrals and employee after-tax
contributions, not to exceed the first _____%
of the

-13-
<PAGE> 14
participant's compensation, but not to
exceed a total matching contribution of
$___________.

(d) _____% of the first _____% of the aggregate
---- of the participant's elective deferrals and
employee after-tax contributions,

_____% of the next _____% of the aggregate of
the participant's elective deferrals and
employee after-tax contributions, and

_____% of the remaining _____% of the
aggregate of the participant's elective
deferrals and employee after-tax
contributions, but

not to exceed a total matching contribution
of $___________.

(e) A uniform amount or percentage of elective
---- deferrals and/or employee after-tax
contributions determined with respect to each
plan year by the Employer prior to the first
day of such plan year, but not to exceed a
total matching contribution of $___________.

(f) A uniform amount or percentage of elective
---- deferrals and/or employee after-tax
contributions determined each plan year by
the Employer in its discretion.

(g) $_____________ for each participant making
---- elective deferrals during the plan year.

(h) $_______ for each participant making employee
---- after-tax contributions during the plan year.

(i) $___________ for each participant making
---- elective deferrals and/or employee after-tax
contributions during the plan year.

X (j) Such additional amount or percentage as the
---- Employer in its discretion shall determine to
be allocated in the same manner as chosen
above.

(3) In order to share in any matching contribution made with
respect to a plan year, an employee must be a participant with
respect to such plan year, and must (2.3): [Select one]

(a) Fulfill no additional requirements.
----

(b) Complete a year of service within the plan
---- year.

X (c) Be in the service of the Employer on the
---- adjustment date as of which the matching
contribution is allocated.

-14-
<PAGE> 15

(d) Complete a year of service within the plan
---- year and be in the service of the Employer on
the year- end adjustment date as of which the
matching contribution is allocated.

(4) X The requirements of item IX.A.(3) above shall not
---- apply with respect to a participant who retires,
including disability retirement, or dies while in
service during a plan year.

The requirements of item IX.A.(3) above shall apply
---- with respect to a participant who retires, including
disability retirement, or dies while in service
during a plan year.

(5) Withdrawals from matching contribution account (6.1): [Select
one]

(a) Except or otherwise provided in XI. E. or G., amounts
---- allocated to a participant's matching contribution
account shall not be withdrawn prior to his
termination of service, death, or disability.

X (b) In addition to any withdrawals rights provided in XI.
---- E. or G., at a participant's request, amounts
allocated to his matching contribution account may be
withdrawn prior to his termination of service, death,
or disability, subject to the following conditions:
[Complete (i), complete (ii) if daily adjustment
dates have been selected, and also complete (iii)
through (ix), as appropriate]

(i) A participant may not request more than _____
---- [not to exceed four] withdrawals during a
plan year.

(ii) No withdrawal shall exceed _____% of the
---- vested amount in the participant's matching
contribution account, determined on the date
the withdrawal request is actually processed.

X (iii) The participant must have attained at least
---- the fifth anniversary of his initial
participation in the plan.

(iv) The participant cannot withdraw any matching
---- contributions that have not been in the plan
for at least 2 years unless he has attained
at least the fifth anniversary of his initial
participation in the plan.

(v) The participant cannot withdraw any matching
---- contributions that have not been in the plan
for at least 2 years.

(vi) No withdrawal shall be made in an amount less
---- than $______ [Insert amount not in excess of
$1,000]

-15-
<PAGE> 16

(vii) No withdrawal may be made until the
---- participant has taken all available
withdrawals from the following accounts:
______________________________________________
______________________________________________

(viii) A withdrawal may only be made if the
---- participant incurs a financial hardship. For
purposes of this paragraph, a "financial
hardship" is defined as
______________________________________________
______________________________________________
______________________________________________
_______ [Specify clear, objective criteria
for determining a financial hardship that
precludes employer discretion.]

(ix) A participant who receives a withdrawal shall
---- not be eligible to contribute to the plan
______________________________________________
______________________________________________
_______ [Insert type of contribution affected
and period of suspension.]
______________________________________________
______________________________________________
_______

B. Discretionary Employer contributions (2.4; 2.8):

The Employer shall not make discretionary Employer
---- contributions to the plan.

[If the above option is selected, do not complete the
remaining questions in this item IX.B.]

X The Employer may make discretionary Employer contributions to
---- the plan.

[If the above option is selected, please complete the
remaining questions in this item IX.B.]

(1) Any discretionary Employer contributions made to the plan
shall be determined as follows: [Select one and complete as
appropriate]

(a) An amount out of the current or accumulated
---- net profit of the Employer for such year as
the Employer in its discretion shall
determine.

(b) _____% of the net profit of the Employer for
---- such year plus such additional amount, if
any, out of the current or accumulated net
profit of the Employer as the Employer in its
discretion shall determine.

(c) An amount of the net profit of the Employer
---- for such year determined as follows: _____%
of the first $___________ of such net profit,
plus _____% of the next $___________ of such
net profit, plus _____% of all such net
profit over $___________.

(d) _____% of the net profit of the Employer for
---- such year.

X (e) Such amount as the Employer in its discretion
---- shall determine without regard to current or
accumulated net profit.

-16-
<PAGE> 17

[If option (e) above is selected, do
not complete item IX.B.(2) below.]

(2) The Employer's net profit for purposes of determining the
amount of any discretionary Employer contribution to the plan
shall (1.37): [Select one]

(a) Exclude a return on the net worth of the
---- Employer of ____% of such net worth.

(b) Exclude $___________ from such net profit as
---- computed for other purposes.

(3) Discretionary Employer contributions shall be allocated as of
the adjustment date for which such contribution was made among
the participants entitled to share therein in the manner
determined as follows (2.4): [Select one]

(a) The discretionary Employer contribution shall
---- be allocated in the same ratio that each
participant's compensation bears to the
compensation for all participants entitled to
share in such discretionary Employer
contribution.

X (b) The discretionary Employer contribution shall
---- be allocated as follows:

(i) If the plan is top-heavy and the
minimum allocation is required in
this plan, there shall be allocated
to the account of each participant
(including for this purpose each
employee entitled to the minimum
allocation provided in Section
22.2.1 of the plan) the amount
determined by multiplying the
minimum allocation percentage times
his compensation. [If the plan is
not top-heavy or the minimum
allocation is not required in this
plan, disregard paragraph (ii)
below.]

(ii) If any portion of the discretionary
Employer contribution shall remain
to be allocated, the remaining
portion, not exceeding the amount
determined by multiplying the
minimum allocation percentage times
the excess compensation of
participants, shall be allocated in
the ratio that each participant's
excess compensation bears to the
excess compensation for all
participants, but not in excess of
3% of each participant's
compensation. For purposes of this
paragraph (ii), in the case of any
participant who has exceeded the
cumulative permitted disparity limit
described below, such participant's
total compensation for the plan year
will be taken into account.

(iii) If any portion of the discretionary
Employer contribution shall remain
to be allocated, the remaining
portion, not exceeding the

-17-
<PAGE> 18

amount determined by multiplying (a)
times (b), where (a) is the
profit-sharing disparity rate and
(b) is the sum of the compensation
plus the excess compensation of
participants, shall be allocated in
the ratio that the sum of each
participant's compensation plus
excess compensation bears to the sum
of the compensation plus excess
compensation for all participants.
For purposes of this paragraph
(iii), in the case of any
participant who has exceeded the
cumulative permitted disparity limit
described below, two times such
participant's total compensation for
the plan year will be taken into
account.

(iv) If any portion of the discretionary
Employer contributions shall remain
to be allocated, the remaining
portion shall be allocated in the
ratio that the compensation of each
participant bears to the
compensation for all participants.

For this purpose, the following definitions shall
apply:

(a) "Compensation" shall mean compensation as
defined in Section 1.13.

(b) "Excess compensation" shall mean compensation
in excess of the integration level.

X (i) The taxable wage base.
----

(ii) $___________ [a dollar
---- amount less than the taxable
wage base].

(iii) _______% of the taxable wage
---- base [not to exceed 100%].

(d) "Maximum profit-sharing disparity rate" shall
mean the lesser of 5.7% (or, if greater, the
percentage equal to the portion of the rate
of tax under Section 3111(a) of the Code (as
of the beginning of the plan year) which is
attributable to old-age insurance), or the
applicable percentage determined in
accordance with the following table:

(I) If the integration level is:

<TABLE>
<CAPTION>
the applicable
more than but not more than percentage is
--------- ----------------- --------------
<S> <C> <C>
$ 0 X 5.7%
X of TWB 80% of TWB 4.3%
80% of TWB Y 5.4%
</TABLE>

-18-
<PAGE> 19

X = the greater of $10,000 or
20% of TWB
Y = any amount more than 80% of
TWB but less than 100% of
TWB.

(II) If the integration level is equal to
the taxable wage base, the
applicable percentage is 5.7% (or,
if greater, the percentage equal to
the portion of the rate of tax under
Section 3111(a) of the Code (as of
the beginning of the plan year)
which is attributable to old- age
insurance).

(e) "Minimum allocation percentage" shall mean
the percentage specified in item XVII.B of
the Adoption Agreement.

(f) "Profit-sharing disparity rate" shall mean a
percentage equal to _____%. [Insert the
desired percentage not to exceed the maximum
profit-sharing disparity rate.] If the
minimum allocation percentage is allocated in
Item IX.B.(3)(b)(i) above, the profit-sharing
disparity rate must be reduced (but not below
zero) by the minimum allocation percentage
before applying Item IX.B.(3)(b)(iii).

(g) "Taxable wage base" or "TWB" shall mean the
maximum amount of earnings which may be
considered wages for a year under Section
3121(a)(1) of the Code as in effect as of the
first day of the plan year.

Overall permitted disparity limits.

Annual overall permitted disparity limit:
Notwithstanding the preceding paragraphs, for any
plan year this plan benefits any participant who
benefits under another qualified plan or simplified
employee pension, as defined in section 408(k) of the
Code, maintained by the employer that provides for
permitted disparity (or imputes disparity), employer
contributions and forfeitures will be allocated to
the account of each participant entitled to share
therein in the ratio that such participant's total
compensation bears to the total compensation of all
participants.

Cumulative permitted disparity limit: Effective for
plan years beginning on or after January 1, 1995, the
cumulative permitted disparity limit for a
participant is 35 total cumulative permitted
disparity years. Total cumulative permitted years
means the number of years credited to the participant
for allocation or accrual purposes under this plan,
any other qualified plan or simplified employee
pension plan (whether or not terminated) ever
maintained by the employer. For purposes of
determining the participant's cumulative permitted
disparity limit, all years ending in the same
calendar year are treated as the same year. If the
participant has not benefited under a defined benefit
or target benefit plan for any year beginning on or
after January 1, 1994, the participant has no
cumulative disparity limit.

-19-
<PAGE> 20

(4) In order to share in any discretionary Employer contribution
made with respect to a plan year, an employee must be a
participant during such plan year, must not have a break in
service during such plan year, and must (2.4): [Select one]

(a) Fulfill no additional requirements.
----

(b) Complete a year of service within the plan
---- year. [If this item IX.B.(4)(b) is selected,
this condition will not apply in any plan
year in which the plan is top-heavy.]

X (d) Complete a year of service within the plan
---- year and be in the service of the Employer on
the last day of such plan year. [If this
item IX.B.(4)(d) is selected, the condition
that an employee complete a year of service
within the plan year will not apply in any
plan year in which the plan is top-heavy.]

(5) X The requirements of item IX.B.(4) above shall not
---- apply with respect to a participant who retires,
including disability retirement, or dies while in
service during a plan year.

The requirements of item IX.B.(4) above shall apply
---- with respect to a participant who retires, including
disability retirement, or dies while in service
during a plan year.

If the Employer does not elect under item XII.C below to apply
forfeitures to reduce future discretionary Employer contributions,
forfeitures of discretionary Employer contributions shall be allocated
to the accounts of participants eligible to share in discretionary
Employer contributions for a plan year in the same manner as the
Employer shall elect above.

(6) Withdrawals from discretionary Employer contribution account
(6.1): [Select one]

X (a) Except as otherwise provided in XI. E. or G., amounts
---- allocated to a participant's discretionary Employer
contribution account shall not be withdrawn prior to
his termination of service, death, or disability.

(b) In addition to any withdrawal rights provided in XI.
---- E. or G., at a participant's request, amounts
allocated to his discretionary Employer contribution
account may be withdrawn prior to his termination of
service, death, or disability, subject to the
following conditions: [Complete (i), complete (ii)
if daily adjustment dates have been selected, and also
complete (iii) through (ix), as appropriate]

(i) A participant may not request more than _____
[not to exceed four] withdrawals during a
plan year.

-20-
<PAGE> 21

(ii) No withdrawal shall exceed _____% of the
vested amount in the participant's
discretionary Employer contribution account,
determined on the date the withdrawal request
is actually processed.

(iii) The participant must have attained at least
---- the fifth anniversary of his initial
participation in the plan.

(iv) The participant cannot withdraw any
---- discretionary Employer contributions that
have not been in the plan for at least 2
years unless he has attained at least the
fifth anniversary of his initial
participation in the plan.

(v) The participant cannot withdraw any
---- discretionary employer contributions that
have not been in the plan for at least 2
years.

(vi) No withdrawal shall be made in an amount less
---- than $______ [Insert amount not in excess of
$1,000]

(vii) No withdrawal may be made until the
---- participant has taken all available
withdrawals from the following accounts:
______________________________________________

(viii) A withdrawal may only be made if the
---- participant incurs a financial hardship. For
purposes of this paragraph, a "financial
hardship" is defined as ______________________
______________________________________[Specify
clear, objective criteria for determining a
financial hardship that precludes employer
discretion.]

(ix) A participant who receives a withdrawal shall
---- not be eligible to contribute to the plan
______________________________________________
___[Insert type of contribution affected and
period of suspension.]

X. ADJUSTMENT DATE AND METHOD

A. The separate accounts of each participant shall be adjusted on the
last day of each plan year and such other times as may be designated
below (1.4; 7; 8.1.2): [Select any additional dates desired]

(1) The last day of each month during the plan year.
----

(2) The last day of each third month during the plan year.
----

X (3) The last day of each sixth month during the plan year.
----

(4) The last day of each week during the plan year.
----

-21-
<PAGE> 22

(5) On each day shares are traded on a national stock
---- exchange, except for regularly scheduled holidays of
the Sponsor or Trustee ("daily adjustment dates").

B. The separate accounts of each participant shall be adjusted as of each
adjustment date under the method designated below (7): [Select one.
Note: Item X.B.(2) below must be elected if the Employer chooses daily
adjustment dates in item X.A.(5) above.]

X (1) Balance forward method.
----
(a) Payments: Prior to the allocation of net
income or loss of the trust, there shall be
subtracted from the account any payments made
from the account subsequent to the preceding
adjustment date.

(b) Forfeitures: Prior to the allocation of net
income or loss of the trust, there shall be
subtracted from the account any amounts
forfeited by the participant pursuant to
Section 5.3 or Section 23 of the plan
subsequent to the preceding adjustment date.

(c) Loans: Prior to the allocation of net income
or loss of the trust, there shall be
subtracted from the account the total amount
of any loans made from such account
subsequent to the preceding adjustment date.

(d) Elective deferrals: Prior to the allocation
of net income or loss of the trust, there
shall be added to the participant's elective
deferral account 50% [indicate a percentage
not to exceed 100%] of any elective deferrals
made by the participant subsequent to the
preceding adjustment date. After the
allocation of net income or loss of the
trust, there shall be added to the
participant's elective deferral account any
elective deferrals made subsequent to the
preceding adjustment date that were not added
in by the preceding sentence.

(e) Employee after-tax contributions: Prior to
the allocation of net income or loss of the
trust, there shall be added to the
participant's employee after-tax contribution
account _____% [indicate a percentage not to
exceed 100%] of any employee after-tax
contributions made by the participant
subsequent to the preceding adjustment date.
After the allocation of net income or loss of
the trust, there shall be added to the
participant's employee after-tax contribution
account any employee after-tax contributions
made subsequent to the preceding adjustment
date that were not added in by the preceding
sentence.

(f) Employer contributions:

(i) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
matching contribution account _____%
[indicate a percentage not to exceed
100%] of the Employer matching
contributions made on the
participant's behalf subsequent to
the preceding adjustment date.
After the

-22-
<PAGE> 23

allocation of net income or loss of
the trust, there shall be added to
the participant's matching
contribution account any Employer
matching contributions made on the
participant's behalf subsequent to
the preceding adjustment date that
were not added in by the preceding
sentence.

(ii) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
discretionary Employer contribution
account _____% [indicate a
percentage not to exceed 100%] of
the discretionary Employer
contributions made on the
participant's behalf subsequent to
the preceding adjustment date.
After the allocation of net income
or loss of the trust, there shall be
added to the participant's
discretionary Employer contribution
account any discretionary Employer
contributions made on the
participant's behalf subsequent to
the preceding adjustment date that
were not added in by the preceding
sentence.

(iii) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
qualified matching contribution
account _____% [indicate a
percentage not to exceed 100%] of
the Employer qualified matching
contributions made on the
participant's behalf subsequent to
the preceding adjustment date.
After the allocation of net income
or loss of the trust, there shall be
added to the participant's qualified
matching contribution account any
Employer qualified matching
contributions made on the
participant's behalf subsequent to
the preceding adjustment date that
were not added in by the preceding
sentence.

(iv) Prior to the allocation of net
income or loss of the trust, there
shall be added to the participant's
qualified non-elective contribution
account _____% [indicate a
percentage not to exceed 100%] of
the Employer qualified non-elective
contributions made on the
participant's behalf subsequent to
the preceding adjustment date.
After the allocation of net income
or loss of the trust, there shall be
added to the participant's qualified
non-elective contribution account
any Employer qualified non-elective
contributions made on the
participant's behalf subsequent to
the preceding adjustment date that
were not added in by the preceding
sentence.

(g) Loan repayments: Prior to the allocation of
net income or loss of the trust, there shall
be added to the participant's account 50%
[indicate a percentage not to exceed 100%] of
any loan repayments, including interest, made
by the participant subsequent to the
preceding adjustment date. After the
allocation of net income or loss of the
trust, there shall be added to the
participant's account any loan repayments,
including

-23-
<PAGE> 24

interest, made by the participant subsequent
to the preceding adjustment date that were
not added in the preceding sentence.

(h) Employee rollovers: Prior to the allocation
of net income or loss of the trust, there
shall be added to the participant's rollover
account 50% [indicate a percentage not
to exceed 100%] of any rollover contributions
made subsequent to the preceding adjustment
date. After the allocation of net income or
loss of the trust, there shall be added to
the participant's rollover account any
rollover contribution made subsequent to the
preceding adjustment date that were not added
in by the preceding sentence.

(i) Direct transfers: Prior to the allocation of
the net income or loss of the trust, there
shall be added to the participant's direct

transfer account 50% [indicate a percentage
not to exceed 100%] of any amounts
transferred to the plan on behalf of the
participant pursuant to Section 18 of the
plan subsequent to the preceding adjustment
date. After the allocation of net income or
loss of the trust, there shall be added to
the participant's direct transfer account any
amounts directly transferred to the plan on
behalf of the participant subsequent to the
preceding adjustment date that were not added
in by the preceding sentence.

(j) Reallocation of forfeitures: After the
allocation of net income or loss of the
trust, there shall be added to the
participant's matching contribution account
and/or discretionary Employer contribution
account, as applicable, any forfeitures
derived from matching contributions and/or
discretionary Employer contributions in the
manner prescribed by Section 5.3 or Section
23 of the plan.

(k) Net income or loss: There shall be credited
or debited to each separate account that
portion of the net income or net loss of the
trust since the last preceding adjustment
date which the basic credit as of the last
preceding adjustment date, as adjusted in the
manner prescribed in the above paragraphs,
bears to the total of all the basic credits
as of such preceding adjustment date, as so
adjusted. The net income or net loss of the
trust shall be ascertained by the Trustee and
shall mean the profits and income actually
realized and received, less the losses and
expenses actually incurred and paid, plus any
net increase or minus any net decrease in the
fair market value of the assets of the trust
not actually realized and received or
incurred and paid. Net income or net loss
shall not include elective deferrals,
qualified non-elective contributions,
employee after-tax contributions, matching
contributions, qualified matching
contributions, or discretionary

-24-
<PAGE> 25

Employer contributions. In ascertaining such
value, the expense of liquidation shall not
be taken in account. "Basic credit as of the
last preceding adjustment date" shall be such
credit after the adjustments described in the
above paragraphs have been made. Any
qualified non-elective contributions,
matching contributions, qualified matching
contributions, or discretionary Employer
contributions made after the close of a plan
year, but allocated to a participant's
account as of the last day of such prior plan
year, shall be considered part of the basic
credit, as of the adjustment date immediately
preceding the date such contributions are
actually made. For purposes of this
paragraph, to the extent a participant's
account shall be invested in a group annuity
contract or guaranteed investment contract
issued by a legal reserve life insurance
company, such contracts shall be valued using
an estimated daily earnings rate, if accurate
earnings are not otherwise available to the
Committee. The determination of net income
or net loss to be allocated to the separate
accounts of a participant shall be further
subject to the requirements of Section 8 of
the plan to the extent such accounts are
subject to the participant's investment
direction.

(l) Employee buyback: After the allocation of
net income or loss of the trust, there shall
be added to the participant's account any
amounts repaid by the participant in order to
restore his account pursuant to Section 5.3
of the plan.

(m) Transfer of investment: Any change in the
investment direction by the participant shall
become effective on each adjustment date
after all adjustments above have been made.
There shall be added or subtracted any
amounts transferred from one investment fund
to another.

(2) Unit adjustment method. [This option must be elected
---- if the Employer chooses daily adjustment dates in item
X.A.(4) above.]

The value of each participant's account shall be
converted to units or shares. Thereafter, when the
participant's account is credited with an allocation
of any employee and/or Employer contributions, direct
transfers from another qualified plan, rollover
contributions, principal and interest payments on any
loans made to the participant, and/or reallocated
forfeitures in accordance with the terms of the plan,
the value of such allocation shall be used to
purchase units or shares and added to such
participant's account. When any distributions,
participant loans, withdrawals, transfers between
investment funds, and/or administrative fees are
charged against the participant's account in
accordance with the terms of the plan, the number of
units or shares equal in value to the amount paid
from the participant's account shall be deducted from
the outstanding units or shares.

XI. DISTRIBUTIONS TO PARTICIPANTS

A. Normal retirement age shall mean the date a participant (1.38; 3.1):
[Select one and complete as appropriate]

X (1) Attains age 59 1/2 [not to exceed 65].
----

(2) Attains age _____ [not to exceed 65] or the _____
---- [not to exceed fifth] anniversary of the first day
of the plan year in which the participant commenced
his participation in the plan.

-25-
<PAGE> 26

B. Early retirement (3.2): [Select one]

X (1) Early retirement shall not be applicable under the
---- plan.

(2) A participant may elect to retire prior to his normal
---- retirement date as of the first day of any calendar
month following his: [Select one and complete as
appropriate]

(a) Attainment of age _____.
----
(b) Completion of _____ years of service.
----
(c) Attainment of age _____ and
---- completion of _____ years of service.

C. Distributions to terminated participants (3.6):

A participant who terminates service before he is eligible to retire
may elect to have his vested accrued benefit valued as of the
adjustment date specified below (the "termination adjustment date")
and distributed as soon as practicable thereafter: [Select one]

(1) The adjustment date coincident with or next following the
---- termination of service of the participant.

(2) The adjustment date coincident with the close of the plan
---- year in which the participant incurs a one year break
in service.

(3) The adjustment date coincident with the close of the plan
---- year in which the participant incurs five consecutive
one year breaks in service.

(4) The adjustment date coincident with or next following the
---- normal retirement date of the participant.

X (5) The adjustment date next preceding the termination of
---- the participant; provided that such participant's
vested accrued benefit shall include any elective
deferrals and employee after-tax contributions made
and attributable to the period after such adjustment
date and allocable to the participant's account, but
shall not include any earnings or losses thereon
after such adjustment date.

[Note: If option (5) above is elected and
the participant is entitled to an allocation
of qualified non-elective contributions,
matching contributions, qualified matching
contributions, or discretionary Employer
contributions under the plan for any period
after his termination adjustment date, an
additional distribution of the vested portion
of any such contribution shall be made to the
participant as soon as practicable after the
adjustment date as of which such
contributions are made.]

-26-
<PAGE> 27

(6) The adjustment date the distribution is actually
---- processed. [This item must be selected if daily
adjustment dates have been elected.]

[Note: A prior plan cannot be amended to eliminate or reduce
an existing optional form of benefit, including payment
schedule, time of commencement, and medium of distribution.]

D. Segregation of terminated participant's vested benefit (3.6.3):
[Select one]

[Complete this item XI.D only if a participant is not permitted to
direct the investment of his entire account.]

X (1) The Trustee shall not segregate for investment purposes
---- that portion of the terminated participant's vested
accrued benefit which is not credited to his directed
separate accounts (as defined in Section 8.1).

(2) The Trustee shall segregate for investment purposes
---- that portion of the terminated participant's vested
accrued benefit which is not credited to his directed
separate accounts (as defined in Section 8.1). The
segregated portion shall be held in a deferred
payment account pursuant to Section 3.6.3.

E. Distributions on or after attainment of age 59 1/2 (6.4):

[If you select this option a participant may withdraw all or any
portion of his account on or after attaining age 59 1/2, regardless of
whether he is still in service.]

X If this option is selected, a participant may withdraw all or
---- any portion of the following separate accounts which are a
part of his entire account on or after attainment of age 59
1/2, provided that a participant may not request more than 1
[not to exceed four] withdrawals during a plan year.[Select
one or more ]

(3) The following separate accounts which are a part of
---- his entire account: [Select one or more]

(a) the discretionary Employer contribution
---- account;

(b) the mandatory contribution account;
----

(d) the qualified non-elective contribution
---- account;

(e) the employee after-tax contribution account;
----

(f) the matching contribution account;
----

(g) the qualified matching contribution account;
----

-27-
<PAGE> 28

(h) the rollover account; and
----

(i) the direct transfer account.
----

F. Determination of life expectancies for minimum distributions (4.4):

Required minimum distributions under Section 4.4 will be determined
based on the life expectancy of: [Select one]

X (1) The participant only.
----

(2) The participant and his or her designated beneficiary.

G. Hardship withdrawals (6.5): [Select one]

(1) Hardship distributions shall not be permitted under
---- the plan.

X (2) Hardship distributions shall be permitted under the
---- plan. Hardship distributions shall be available from
the vested portion of the following accounts of the
participant: [Select one]

X (a) All of his accounts (other than his qualified
---- matching contribution account and his
qualified non- elective contribution
account);

(b) His elective deferral account only (excluding
---- earnings credited as of any plan year ending
after July 1, 1989);

H. Mode of distribution (4.1):

All distributions pursuant to Section 4.1.1 of the plan shall be made
in accordance with one of the following optional forms of payment.
[Select one or more]

X (1) Term certain as described in 4.1.1(i).
----

X (2) Lump sum as described in 4.1.1(ii).
----

XII. VESTING OF MATCHING AND DISCRETIONARY EMPLOYER CONTRIBUTIONS

A. Vesting schedule (2.3.4; 2.4; 5.1; 5.2):

The nonforfeitable percentage of each participant in his matching
contribution account and discretionary Employer contribution account
shall be determined according to the following schedule: [Select one]

-28-
<PAGE> 29

(1) 100% vesting after _____ [not to exceed 5] years of
---- service.

<TABLE>
<CAPTION>
X (2) Number of Years Vesting
----- of Service Percentage
----------------- ----------
<S> <C>
Less than 1 0
----
1 0
----
2 0
----
3 0 (at least 20%)
----
4 100 (at least 40%)
----
5 (at least 60%)
----
6 (at least 80%)
----
7 or more 100%
----

</TABLE>

(3) Immediate 100% vesting.
----
B. Years of service counted for vesting purposes (1.62; 5.2):

All years of service with the Employer shall be counted to determine
the vested percentage of the participant's accrued benefit derived
from matching contributions and discretionary Employer contributions
except: [Select the desired exclusions, if any]:

X (1) No exclusions.
----

(2) Years of service before age _____ [not to exceed age
---- 18].

(3) Years of service during a period for which the
---- participant made no mandatory contributions, if
required under a prior plan.

(4) Years of service before the Employer maintained this
---- plan.

(5) Years of service before January 1, 1971, unless the
---- employee has had at least three years of service
after December 31, 1970.

(6) Years of service before the effective date of ERISA,
---- if such service would have been disregarded under the
break in service rules of a prior plan in effect from
time to time before such date. For this purpose, the
break in service rules are rules which result in the
loss of prior vesting or benefit accruals, or which
deny an employee eligibility to participate, by
reason of separation or failure to complete a
required period of service within a specified period
of time.

(7) Years of service before a participant's one year
---- break in service, provided that the participant shall
be credited with such years of service upon his
completion of a year of service following his date of
reemployment.

C. Allocation of forfeitures of matching contributions and discretionary
Employer contributions (5.3): [Select one]

-29-
<PAGE> 30

[Note: Forfeitures of excess aggregate contributions shall be treated
in the same manner as elected in this item XII.C with respect to
forfeitures of matching contributions, except that if such forfeitures
are reallocated, they shall only be reallocated among the accounts of
non-highly compensated participants.]

(1) All forfeitures of matching contributions shall be
---- reallocated to the matching contribution account of
each participant eligible to share in matching
contributions for the plan year in which the
forfeiture occurs in the same proportion that the
matching contributions allocated to the participant's
matching contribution account bears to the matching
contributions allocated to the matching contribution
accounts of all participants eligible to share in
such matching contributions for such plan year. All
forfeitures of discretionary Employer contributions
under the plan shall be reallocated to the
discretionary Employer contribution account of all
participants who are entitled to share in such
discretionary Employer contributions for the plan
year in which the forfeiture occurs in the same
proportion that the discretionary Employer
contributions allocated under the plan for such plan
year (or would have been allocated if a contribution
had been made).

(2) All forfeitures of matching contributions and
---- discretionary Employer contributions under the plan
shall be allocated to a participant's discretionary
Employer contribution account in the same ratio that
each participant's compensation bears to the
compensation for all participants entitled to share
in the discretionary Employer contributions.

(3) All forfeitures of matching contributions and
---- discretionary Employer contributions under the plan
shall be applied to reduce future matching and
discretionary Employer contributions, if any.

X (4) All forfeitures of matching contributions under the
---- plan shall be applied to reduce future matching
contributions, if any. All forfeitures of
discretionary Employer contributions under the plan
shall be reallocated among all participants who are
entitled to share in such discretionary Employer
contributions for the plan year in which the
forfeiture occurs in the same manner as discretionary
Employer contributions are allocated under the plan
for such plan year (or would have been allocated if a
contribution had been made).

XIII. PARTICIPANT LOANS

A. Permissibility of participant loans (6.4): [Select one]

Loans to participants or beneficiaries shall not be permitted
---- under the plan.

[If the above option is selected, do not complete the
remaining question in this item XIII.]

X Loans to participants or beneficiaries (but not owner-employees
---- or shareholder-employees of S corporations) shall be permitted
under the plan.

-30-
<PAGE> 31

[If the above option is selected, please complete the
remainder of this item XIII as applicable.]

B. Amount of participant loans:

The minimum amount of a participant loan that may be obtained under
the plan shall be: [Select one]

(1) $500
----

X (2) $1,000.
----

C. Sources of participant loans:

The principal amount of a participant loan may be obtained from the
vested portion of the following accounts of the participant: [Select
one]

X (1) His entire account (other than his deductible
---- contribution account).

(2) His elective deferral account only.
----

(3) The following separate accounts which are a part of his
---- entire account: [Select one or more]

(a) the discretionary Employer contribution
---- account;

(b) the mandatory contribution account;
----

(d) the qualified non-elective contribution
---- account;

(e) the employee after-tax contribution account;
----

(f) the matching contribution account;
----

(g) the qualified matching contribution account;
----

(h) the rollover account; and
----

(i) the direct transfer account.
----

D. Loans from separate accounts invested in Employer stock: [Select one]

(1) Notwithstanding the above, amounts allocated to a
---- participant's separate account that are required to
be invested or reinvested in Employer stock shall not
be sold or applied to fund the principal amount of a
participant loan under the plan.

-31-
<PAGE> 32

(2) Amounts allocated to a participant's separate account
---- that are required to be invested or reinvested in
Employer stock may be sold or applied to fund the
principal amount of a participant loan under the plan.

XIV. PARTICIPANT DIRECTED INVESTMENTS

A. Permissibility of participant directed investments (8.1): [Select one.
If option (3) is selected, complete option (3) as instructed.]

(1) Each participant shall not be permitted to direct the
---- investment or reinvestment of any portion of his
account.

[If the above option is selected, do not complete the
remaining questions in this item XIV.]

X (2) Each participant shall be permitted to direct the
---- investment and reinvestment of his entire account
among the directed investment funds, including, if
elected by the Employer in item XV below, the
Employer stock fund.

[If the above option is selected, please complete the
remaining questions in this item XIV. See item XV
below for an election to permit directed investments
in Employer stock.]

(3) Each participant shall be permitted to direct the
---- investment and reinvestment of one or more of the
following separate accounts, which are a part of his
entire account, among the directed investment funds,
including, if elected by the Employer in item XV
below, the Employer stock fund: [Select one or more
as desired]

(a) the discretionary Employer contribution
---- account;

(b) the deductible contribution account;
----

(d) the elective deferral account;
----

(e) the qualified non-elective contribution
---- account;

(f) the employee after-tax contribution account;
----

(g) the matching contribution account;
----

(h) the qualified matching contribution account;
----

(i) the rollover account; and
----

(j) the direct transfer account.
----

-32-
<PAGE> 33

[If the above option is selected, please complete the
remaining questions in this item XIV. See item XV
below for an election to permit directed investments
in Employer stock.]

B. Direction by terminated participants and beneficiaries (3.6.3; 8.1):
[Select one]

(1) Following a participant's termination of service for
---- any reason, such participant or his beneficiary shall
not be entitled to continue to direct the investment
of the participant's directed separate accounts. If
the participant's vested accrued benefit will be held
under the plan for future payment to him or his
beneficiary pursuant to Section 3.6.3, Section 4.1,
or Section 4.2, the amounts credited to the
participant's directed separate accounts will be
transferred as of the adjustment date coincident with
or next following the date of his termination of
service to the most conservative directed investment
fund as designated by the Committee.

X (2) Following a participant's termination of service for
---- any reason, such participant or his beneficiary shall
be entitled to continue to direct the investment of
the participant's directed separate accounts until
the participant's benefit is paid to him or his
beneficiary in full as provided in Section 3.6.3,
Section 4.1, or Section 4.2.

C. Allocation among investment funds (8.1.3; 8.1.4):

Each participant shall be permitted to direct the investment of future
contributions allocated to his directed separate accounts among the
available directed investment funds in multiples of the following
percentage: [Select one and complete, if necessary]

---- (1) 10%

---- (2) 25%

X (3) 5% [Insert any whole percentage that divides evenly
---- into 100]

Each participant shall be permitted to reallocate the amounts credited
to his directed separate accounts among the available directed
investment funds as follows: [Select one or more and complete as
appropriate]

X (1) In multiples of the following percentage:
----
(a) 10%
----

(b) 25%
----

X (c) 5% [Insert any whole percentage that divides
---- evenly into 100].

(2) In units.
----

(3) In dollars.
----

-33-
<PAGE> 34

D. Frequency of investment directions (8.1.3; 8.1.4):

Each participant shall be permitted to change his direction of the
future contributions allocated to his directed separate accounts or to
reallocate the amounts credited to his directed separate accounts
among the available directed investment funds as of the following
adjustment dates: [Select one. Note: The dates selected under this
item XIV.D should coincide with the adjustment date(s) selected in
item X.A above. Participants should not be permitted to give
investment directions more frequently than the adjustment dates
selected for the plan.]

(1) Each day during the plan year.
----
[Note: Item XV.D.(1) above should not be elected
unless daily adjustment dates have been elected.]

(2) The last day of each month during the plan year.
----

(3) The last day of each third month during the plan year.
----

(4) The last day of each sixth month during the plan year.
----

(5) The last day of each week during the plan year.
----

X (6) The last day of each plan year.
----

(7) Other:
---- --------------------------------------------
--------------------------------------------------
--------------------------------------------------

XV. INVESTMENTS IN EMPLOYER STOCK

A. Permissibility of investments in Employer stock (1.26; 9; 20).
[Select one]

X (1) The Trustee shall not be authorized to invest plan
---- assets in Employer stock.

[If the above option is selected, do not
complete the remaining questions in this item
XV.]

(2) The Committee shall be authorized to direct the
---- Trustee to invest and reinvest plan assets in shares
of Employer stock as a general investment of the
trust in accordance with Section 20.

[Note: This option should be selected if the
Employer does not intend to make matching
contributions and/or discretionary Employer
contributions to the plan in shares of Employer stock
and participants are not permitted to direct the
investment of any portion of their accounts (i.e., if
item XIV.A.(1) above was selected).]

-34-
<PAGE> 35

[If the above option is selected, do not
complete the remaining questions in this item
XV.]

(3) The Committee shall be authorized to direct the
---- Trustee to establish an Employer stock fund (as
described in Section 9.1) for the purpose of
receiving and holding any shares of Employer stock
contributed to the plan as matching contributions
and/or discretionary Employer contributions.

[Note: This option should be selected if the
Employer intends to make matching contributions
and/or discretionary Employer contributions to the
plan in shares of Employer stock.]

If this option (3) is selected and participants are permitted to
direct the investment of any portion of their accounts among the other
directed investment funds (i.e., if either item XIV.A.(2) or item
XIV.A.(3) above was selected), select one of the following additional
options :

(A) Each participant shall not be permitted to direct the
---- investment or reinvestment of any portion of his
account in the Employer stock fund.

(B) Each participant shall be permitted to direct the
---- investment and reinvestment of his entire account in
the Employer stock fund.

(C) Each participant shall be permitted to direct the
---- investment and reinvestment of one or more of the
following separate accounts which are a part of his
entire account in the Employer stock fund: [Select
one or more as desired]

(a) the discretionary Employer contribution
---- account;

(b) the deductible contribution account;
----
(c) the mandatory contribution account;
----
(d) the elective deferral account;
----
(e) the qualified non-elective contribution
---- account;

(f) the employee after-tax contribution account;
----
(g) the matching contribution account;
----
(h) the qualified matching contribution account;
----
(i) the rollover account; and
----
(j) the direct transfer account.
----

-35-
<PAGE> 36

[If item XV.A.(3) is selected, please
complete the remaining questions in this item
XV.]

(4) The Committee shall be authorized to direct the
---- Trustee to establish an Employer stock fund (as
described in Section 9.1) for the purpose of allowing
participants to direct the investment or reinvestment
of all or a portion of their accounts in Employer
stock as designated below.

[Note: This option should be selected if the
Employer does not intend to make matching
contributions and/or discretionary Employer
contributions to the plan in shares of Employer
stock, but wants to permit participants to invest and
reinvest all or a portion of their accounts in
Employer stock.]

If this item XV.A.(4) is selected, select one of the following
additional options:

(A) Each participant shall be permitted to direct the
---- investment or reinvestment of his entire account in
the Employer stock fund.

(B) Each participant shall be permitted to direct the
---- investment and reinvestment of one or more of the
following separate accounts which are a part of his
entire account in the Employer stock fund: [Select
one or more as desired]

(a) the discretionary Employer contribution
---- account;

(b) the deductible contribution account;
----
(c) the mandatory contribution account;
----
(d) the elective deferral account;
----
(e) the qualified non-elective contribution
---- account;

B. Medium of payment (4.8).

-36-
<PAGE> 37

To the extent amounts allocated to a participant's separate account
are invested in Employer stock, the distribution of such amounts shall
be made in: [Select one]

(1) Cash.
----
(2) Shares of Employer stock.
----
(3) Cash or shares of Employer stock, as elected by the
---- participant or beneficiary.

[If item XV.B.(1) is selected, please proceed to item XV.D. Do not
complete item XV.C.]

C. Right of first refusal (9.3): [Select one]

(1) Any participant who receives a distribution of
---- Employer stock under the plan and desires to dispose
of such Employer stock shall not be required to first
offer to sell such Employer stock to the Employer.

(2) Any participant who receives a distribution of
---- Employer stock under the plan and desires to dispose
of such Employer stock shall be required to first
offer to sell such Employer stock to the Employer.

D. Voting of Employer stock (9.4).

(1) Readily tradable Employer stock (9.4.1): [Select one]

[Complete this item XV.D.(1) only if the Employer stock held
by the Trustee is readily tradable on an established market.
If it is not readily tradable, please proceed to item
XV.D.(2). See Section 9.4.1 for a definition of "readily
tradable on an established market."]

(a) Each participant or his beneficiaries shall not be
---- entitled to direct the Trustee as to the manner in
which shares of Employer stock allocated to the
participant's separate accounts shall be voted with
respect to any corporate matter that involves voting
the Employer stock allocated to the participant's
separate accounts.

(b) Each participant or his beneficiaries shall be
---- entitled to
direct the Trustee as to the manner in which shares
of Employer stock allocated to the participant's
separate accounts shall be voted with respect to any
corporate matter that involves voting the Employer
stock allocated to the participant's separate
accounts.

[Note: It may be advisable to amend this item XV.D if the
Employer stock allocated to a participant's separate accounts
should become not readily tradable in the future.]

(2) Not readily tradable Employer stock (9.4.2): [Select one]

-37-
<PAGE> 38

[Complete this item XV.E.(2) only if the Employer stock held
by the Trustee is not readily tradable on an established
market.]

(b) Each participant or his beneficiaries shall be
---- entitled to direct the Trustee as to the manner
in which shares of Employer stock allocated to the
participant's separate accounts shall be voted with
respect to any corporate matter that involves voting
the Employer stock allocated to the participant's
separate accounts.

(c) Each participant or his beneficiaries shall be
---- entitled to direct the Trustee as to the manner in
which shares of Employer stock allocated to the
participant's separate accounts shall be voted with
respect to any corporate matter involving the
approval or disapproval of any corporate merger or
consolidation, recapitalization, reclassification,
liquidation, dissolution, or sale of substantially
all of the assets of the Employer's trade or business.

[Note: It may be advisable to amend this item XV.D if the
Employer stock allocated to a participant's separate accounts
should become readily tradable in the future.]

XVI. ROLLOVERS

A. Permissibility of rollovers to the plan (19.1): [Select one]

Rollovers to the plan shall not be permitted.
----
[If the above option is selected, do not complete the
remaining question in this item XVI.]

X Rollovers to the plan shall be permitted by the individuals
---- designated in item XVI.B below.

[If the above option is selected, please complete
item XVI.B.]

B. Persons eligible to make rollovers to the plan (19.1): [Select one.]

All employees eligible to participate in the plan under Item
---- IV.A, including employees who have not completed the
participation requirements under the plan.

X All participants.
----

-38-
<PAGE> 39

C. Withdrawals from rollover account: [Select oneor more]

(a) Except as provided in XI. E. or G., amounts allocated
---- to a participant's rollover account shall not be
withdrawn prior to his termination of service, death,
or disability.

X (b) In addition to any withdrawal rights provided in
---- XI.E. or G., at a participant's request, amounts
allocated to his rollover contribution account may be
withdrawn prior to his termination of service, death,
or disability, subject to the following conditions:
[Complete (i); complete (ii) if daily adjustment
dates have been selected; also complete III through V
as appropriate]

(i) A participant may not request more than 1
[not to exceed four] withdrawals during a
plan year.

(ii) No withdrawal shall exceed _____% of the
amount in the participant's rollover
contribution account, determined on the date
the withdrawal request is actually processed.

(iii) No withdrawal shall be made in an amount less
---- than $______ [Insert amount not in excess of
$1,000.]

(iv) No withdrawal may be made until the
---- participant has taken all available
withdrawals from the following accounts:
______________________________________________

(v) A withdrawal may only be made if the
---- participant incurs a financial hardship. For
purposes of this paragraph, a "financial
hardship" is defined as
______________________________________________
__________________________[Specify clear,
objective criteria for determining a
financial hardship that precludes employer
discretion.]

XVII. TOP-HEAVY PROVISIONS

A. Top-heavy ratio (22.1.7):

For purposes of establishing present value to compute the top-heavy
ratio, any benefit shall be discounted only for interest and mortality
based on the following: [Complete both]

(1) Interest rate: 5 %
--------

(2) Mortality table: PBGC I for males, PBGC II for females
---------------------------------------

B. Minimum top-heavy allocations (22.2.1):

-39-
<PAGE> 40

For purposes of minimum top-heavy allocations, contributions and
forfeitures equal to 3% of each non-key employee's compensation
will be allocated to the employee's account when the plan is top-heavy.

[Insert a percentage that is not less than 3%; provided that
"0" may be inserted if the minimum allocation will be provided
to participants under any other plan or plans of the Employer.
If permitted pursuant to Section 22.2.1 of the plan, such
percentage shall in no event exceed the largest percentage of
Employer contributions and forfeitures allocated on behalf of
any key employee. Neither elective deferrals nor matching
contributions may be taken into account for the purpose of
satisfying the minimum top-heavy allocation requirement. The
Employer may attach additional provisions as necessary to
satisfy Section 416 of the Code because of the required
aggregation of multiple plans.]

C. Top-heavy vesting schedule (22.2.2):

[Complete this question if option (3) of item XII.A is not selected
and either (a) option (1) of item XII.A is selected and the number of
years of service is greater than three, or (b) option (2) of item
XII.A is selected and the vested percentage for any year under such
option is less than the vested percentage for the same year under
option (2) of this item.]

The nonforfeitable percentage of each participant in his accrued
benefit attributable to matching contributions and discretionary
Employer contributions for any top-heavy plan year shall be determined
as follows: [Select one]

X (1) 100% vesting after 3 [not to exceed 3] years of
---- service.

(2) Number of Years Vesting
---- of Service Percentage
---------------- ----------
<S> <C>
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</TABLE>

XVIII. MAXIMUM ALLOCATIONS

A. Correction of excess allocations (23.1.4; 23.2.6):

If, as a result of the allocation of forfeitures, a reasonable error
in estimating a participant's compensation, a reasonable error in
determining the amount of elective deferrals that may be made by a
participant under the limitations of Section 23 of the plan, or other
limited facts and circumstances, the maximum permissible amount would
be exceeded for any limitation year, such excess amount with respect
to a participant for such limitation year shall be disposed of in the
following order:

-40-
<PAGE> 41

(1) Any employee after-tax contributions (and any gains
attributable thereto) to the extent of such excess shall be
returned to the participant.

(2) If further reductions are necessary, any elective deferrals to
the extent of such excess shall be returned to the
participant.

(3) If further reductions are necessary, then the Committee shall
reduce the excess amount in the following manner: [Select one]

X (a) First, such participant's share of the
---- discretionary Employer contributions, then
his share of the matching contributions, and
finally, his share of any forfeitures for the
limitation year shall be reduced in that
order to the extent of such remaining excess.
Such excess amount shall be credited to a
separate special account for the participant
designated as a "suspense account," and shall
be applied in the next limitation year (and
succeeding limitation years if necessary) to
reduce matching contributions and
discretionary Employer contributions for the
participant, provided he is covered under the
plan as of the adjustment date such matching
contributions or discretionary Employer
contributions are allocated. If the
participant is not covered under the plan at
such time, the balance of the suspense
account shall be reallocated among the
remaining participants in the ratio which
each of such participant's compensation
during the limitation year in question bears
to the aggregate compensation of all such
participants during such limitation year, and
before any employee after-tax contribution,
elective deferrals, qualified non-elective
contributions, matching contributions,
qualified matching contributions, or
discretionary Employer contributions for such
limitation year are allocated.

The suspense account shall be adjusted
annually for additions thereto and
distributions therefrom, but not for any net
income or net loss attributable thereto. In
the event the plan is terminated, any balance
in the suspense account shall be returned to
the Employer.

(b) First, such participant's share of the
---- discretionary Employer contributions, then
his share of the matching contributions, and
finally, his share of any forfeitures for the
limitation year shall be reduced in that
order to the extent of such remaining excess.
The amount of the reduction shall be
reallocated among the remaining participants
in the ratio which each of such participant's
compensation during the limitation year in
question bears to the aggregate compensation
of all such participants during such
limitation year and before any employee
after-tax contributions, elective deferrals,
qualified non-elective contributions,
matching contributions, qualified matching
contributions, or discretionary Employer
contributions for such limitation year are
allocated. If all of the amount of such
reduction cannot be reallocated without
causing the account of each other participant
to exceed the maximum permissible

-41-
<PAGE> 42

amount, then such remaining amount shall be
credited to a suspense account.

The suspense account shall contain the excess
amounts of Employer contributions and
forfeitures from all limitation years. Such
excess amounts shall be allocated for each
succeeding limitation year among the accounts
of participants in the ratio which each of
such participant's compensation for the
limitation year in question bears to the
aggregate compensation of all such
participants during such limitation year and
before any employee after-tax contributions,
elective deferrals, qualified non-elective
contributions, matching contributions,
qualified matching contributions, or
discretionary Employer contributions for such
year are allocated. The suspense account
shall be adjusted annually for additions
thereto and distributions therefrom, but not
for any net income or net loss attributable
thereto. In the event the plan is
terminated, any balance in the suspense
account shall be returned to the Employer.

Notwithstanding anything above or in the plan to the contrary, if all
or part of a participant's elective deferrals or employee after-tax
contributions are distributed to the participant pursuant to the
provisions of Section 23 of the plan, the matching contribution made
with respect to such elective deferrals or employee after-tax
contributions, adjusted for income and losses allocable thereto, shall
be forfeited by the participant on or before the March 15 next
following the end of the plan year for which the matching contribution
was made. The income and losses allocable to the forfeited matching
contributions for the plan year shall be determined in the same manner
as income and losses allocable to excess aggregate contribution are
determined pursuant to Section 2.3.6. Forfeitures of matching
contributions (including income and losses allocable thereto) shall be
applied in the current or next succeeding plan year in the same manner
as elected by the Employer in item XII.C of this Adoption Agreement.

B. Limits for multiple plans:

If the Employer maintains another qualified defined contribution plan,
other than a regional prototype plan: [Select one]

X (1) The provisions of Section 23.2.1 through 23.2.6 will
---- apply as if the other plan were a regional prototype
plan.

(2) [Provide the method under which the plans will limit
---- total annual additions to the maximum permissible
amount, and will properly reduce any excess amounts,
in a manner that precludes Employer discretion].

-42-
<PAGE> 43

C. If the participant is or has ever been a participant in a defined
benefit plan maintained by the Employer: [Insert provision which
satisfies 1.0 limitation of Section 415(e) of the Code. See Treasury
Regulation Section 1.415-1 for guidance.]

NOTE: THIS IS AN IMPORTANT DOCUMENT HAVING COMPLEX TAX AND
OTHER LEGAL IMPLICATIONS. THE SPONSOR RECOMMENDS THAT ANY ADOPTING EMPLOYER
CONSULT WITH AN ATTORNEY KNOWLEDGEABLE IN EMPLOYEE BENEFIT MATTERS BEFORE
SIGNING THIS ADOPTION AGREEMENT.

-43-
<PAGE> 44

XIX. SUBSTITUTE TRUST OR CUSTODIAL ACCOUNT AGREEMENT (20.7)

[Complete this Item XVIII only if you are adopting a separate
trust or custodial account agreement that overrides the trust
provisions of Section 20 of the plan.]

The attached trust or custodial agreement overrides
---- the trust provisions of Section 20 of the plan.

-44-
<PAGE> 45

IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto on the _______day of ____________________ ___________, 19______.

Plasti-Line, Inc.
-----------------------------------------
Name of Employer

By:
--------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:

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

[Corporate Seal]

Name of Trustee(s)

By:
--------------------------------------
Individual/Authorized Officer

Attest:

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

[Corporate Seal]

NOTE: The Employer may not rely on the notification letter
issued by the National or District Office of Internal Revenue Service as
evidence that this plan is qualified under Section 401 of the Code. In order
to obtain reliance with respect to plan qualification, the Employer must apply
to the appropriate Key District Office for a determination letter.

-45-
<PAGE> 46

The plan is adopted by the following affiliated employers:

-----------------------------------------
Name of Affiliated Employer

By:
--------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:

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

[Corporate Seal]

-----------------------------------------
Name of Affiliated Employer

By:
--------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:

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

[Corporate Seal]

-----------------------------------------
Name of Affiliated Employer

By:
--------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:

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

[Corporate Seal]

-46-
<PAGE> 47

GODWINS BOOKE & DICKENSON

PROTOTYPE PROFIT SHARING

AND

EMPLOYEE SAVINGS PLAN AND TRUST
<PAGE> 48

TABLE OF CONTENTS

PROTOTYPE PROFIT SHARING
AND
EMPLOYEE SAVINGS PLAN AND TRUST

<TABLE>
<CAPTION>
Page
<S> <C> <C>
Section 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
-----------

Section 2. Contributions to the Trust and Allocation Thereof . . . . . . . . . . . . . . . . . . . . . . . . . 17
-------------------------------------------------
2.1 Elective deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.2 Employee after-tax contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
2.3 Matching contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.4. Discretionary Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.5 Voluntary deductible employee contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.6 Mandatory employee contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.7 Maximum contribution permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.8 Requirement of current or accumulated net profits . . . . . . . . . . . . . . . . . . . . . . . . . 32

Section 3. Retirement; Termination of Service; Death; Entry of Qualified Domestic Relations Order . . . . . . . 32
--------------------------------------------------------------------------------------
3.1 Normal retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.2 Early retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.3 Delayed retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.4 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.5 Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.6 Termination of service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.7 Cash-out distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.8 Limitations on certain distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.9 Entry of a qualified domestic relations order . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Section 4. Payment of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
-------------------
4.1 Distribution of accrued benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.2 Payment of death benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.3 Transitional rule for required distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.4 Definitions applicable to plan distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
4.5 Distributions to alternate payees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.6 Interim payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.7 Continued share in profits or losses of trust fund . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.8 Medium of distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.9 Daily adjustment dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Section 5. Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
-------
5.1 Vesting upon the occurrence of certain events . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.2 Service requirement for vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5.3 Forfeiture of non-vested benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>
<PAGE> 49

<TABLE>
<S> <C> <C>
Section 6. In-Service Withdrawals and Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
--------------------------------
6.1 Withdrawal of matching contributions and discretionary Employer contributions . . . . . . . . . . . 46
6.2 Withdrawal of employee after-tax contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

6.3 Withdrawal of rollover contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.4 Distributions on or after attainment of age 59 1/2 . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.5 Hardship distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.6 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Section 7. Adjustment of Participant Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
----------------------------------
7.1 Establishment of accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
7.2 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Section 8. Participant Directed Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
--------------------------------
8.1 Participant directed investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
8.2 Rights in directed investment funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.3 Effect of participant loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
8.4 Distributions from directed separate accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
8.5 Accounts not subject to participant direction . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
8.6 Authority of Trustee and Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Section 9. Investments in Employer stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
-----------------------------
9.1 Employer stock fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.2 Compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934 . . . . . . . . . 55
9.3 Right of first refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.4 Voting of Employer stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
9.5 Tendering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

Section 10. Administration by Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
---------------------------
10.1 Membership of Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.2 Committee officers; Subcommittee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.3 Committee meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.4 Transaction of business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.5 Committee records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.6 Establishment of rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.7 Conflicts of interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.8 Correction of errors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.9 Authority to interpret plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.10 Third party advisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.11 Compensation of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.12 Committee expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.13 Requirement of writing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.14 Indemnification of Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

Section 11. Management of Funds and Amendment or Termination of Plan . . . . . . . . . . . . . . . . . . . . . . 61
--------------------------------------------------------
11.1 Fiduciary duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.2 Adoption of plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.3 Requirement of writing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>
<PAGE> 50

<TABLE>
<S> <C> <C>
Section 12. Allocation of Responsibilities Among Named Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . 62
------------------------------------------------------
12.1 Duties of named fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.2 Co-fiduciary liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Section 13. Benefits Not Assignable; Facility of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
---------------------------------------------
13.1 Benefits not assignable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
13.2 Payment to minors and others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Section 14. Termination of Plan and Trust; Removal of Trustee; Merger or Consolidation of Plan . . . . . . . . . 65
----------------------------------------------------------------------------------
14.1 Complete termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
14.2 Partial termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
14.3 Removal and resignation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
14.4 Merger or consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Section 15. Communication to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
-----------------------------

Section 16. Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
----------------
16.1 Filing of a claim for benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
16.2 Notification to claimant of decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
16.3 Procedure for review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
16.4 Decision on review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
16.5 Action by authorized representative of claimant . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Section 17. Previously Existing Qualified Plans of the Employer . . . . . . . . . . . . . . . . . . . . . . . . 67
---------------------------------------------------

Section 18. Special Provisions Relating to Transfers From Qualified Plans . . . . . . . . . . . . . . . . . . . 67
-------------------------------------------------------------
18.1 Certain transfers to the plan not permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
18.2 Nonforfeitability of transferred assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
18.3 Protected benefits under Section 411(d)(6) of the Code . . . . . . . . . . . . . . . . . . . . . . . 68
18.4 Liability of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
18.5 Separate accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
18.6 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

Section 19. Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
---------
19.1 Acceptance of rollovers by this plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
19.2 Rollover distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

Section 20. Trust Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
----------------
20.1 Trustee's powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
20.2 Accountings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
20.3 Compensation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
20.4 Responsibilities and scope of duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 76
20.5 Failure to direct Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
20.6 Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
20.7 Modification of this Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Section 21. Qualification of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
---------------------
21.1 Non-standardized plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
21.2 Denial of qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
</TABLE>
<PAGE> 51

21.3 Notification of Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

Section 22. Special Top-Heavy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
----------------------------
22.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
22.2 Top-heavy requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

Section 23. Limitations on Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
--------------------------
23.1 Limitations on allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
23.2 Participation in multiple regional prototype defined contribution plans . . . . . . . . . . . . . . 83
23.3 Participation in two or more defined contribution plans . . . . . . . . . . . . . . . . . . . . . . 84

23.4 Participation in this plan and a defined benefit plan . . . . . . . . . . . . . . . . . . . . . . . 84
23.5 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

Section 24. Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
------------------------
24.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
24.2 Lost distributees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
24.3 Reliance on data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
24.4 Bonding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
24.5 Receipt and release for payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
24.6 No guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
24.7 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
24.8 Continuation of employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
24.9 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

</TABLE>
<PAGE> 52

GODWINS BOOKE & DICKENSON
PROTOTYPE PROFIT SHARING
AND
EMPLOYEE SAVINGS PLAN AND TRUST

PLAN DOCUMENT

SECTION 1. DEFINITIONS:

As used in the plan, including this Section 1, references to
one gender shall include the other and, unless otherwise indicated by the
context:

1.1 "ACCOUNT" shall mean the aggregate of the separate
accounts maintained by the Committee with respect to each participant. To the
extent applicable, the separate accounts so maintained shall include the
following:

(i) the elective deferral account described in Section
2.1.6;

(ii) the qualified non-elective contribution account
described in Section 2.1.6;

(iii) the employee after-tax contribution account described
in Section 2.2.3;

(iv) the matching contribution account described in
Section 2.3.3;

(v) the qualified matching contribution account described
in Section 2.3.3;

(vi) the discretionary Employer contribution account
described in Section 2.4;

(vii) the deductible contribution account described in
Section 2.5;

(viii) the mandatory contribution account described in
Section 2.6;

(ix) the direct transfer account described in Section 18;
and

(x) the rollover account described in Section 19.

1.2 "ACCRUED BENEFIT" shall mean with respect to each
participant the balance in his account (including all of the separate accounts
described in Section 1.1) as of the applicable adjustment date following
adjustment thereof as provided in Section 7.

1.3 "ACTUAL DEFERRAL PERCENTAGE" or "ADP" shall mean with
respect to a participant for a plan year, the average of the ratio (calculated
to the nearest one-hundredth of a percentage point)

1
<PAGE> 53

of (i) the amount of Employer contributions actually paid over to the trust on
behalf of such participant for the plan year (other than elective deferrals
distributed to the participant pursuant to Section 23.1.4) to (ii) the
participant's testing compensation for such plan year. Employer contributions
on behalf of any participant shall include: (a) any elective deferrals made
pursuant to the participant's deferral election (including excess elective
deferrals of highly compensated participants), but excluding (1) excess elective
deferrals of non-highly compensated participants that arise solely from elective
deferrals made under the plan or plans of the Employer and (2) elective
deferrals that are taken into account in the ACP test (provided the ADP test is
satisfied both with and without exclusion of these elective deferrals); and (b)
at the election of the Employer, qualified non-elective contributions and
qualified matching contributions. The ADP of an employee who is eligible to
make elective deferrals under the plan but fails to do so, and who does not
receive an allocation of any qualified non-elective contributions or qualified
matching contributions that are taken into account in the ADP test, shall be
zero. The ADP of a specified group of participants for a plan year shall be the
average (expressed as a percentage and calculated to the nearest one-hundredth
of a percentage point) of the ADPs calculated separately for each participant in
such group. For purposes of determining the ADP of a participant who is a five
percent owner or one of the ten most highly compensated employees, the elective
deferrals and testing compensation of such participant shall include the
elective deferrals and testing compensation for the plan year of family members
(as defined in Section 1.33.6). The determination and treatment of the ADP of
any participant shall satisfy such other requirements as may be prescribed by
the Secretary of the Treasury.

1.4 "ADJUSTMENT DATE" shall mean the last day of each
plan year (the "year-end adjustment date"), and such other days during a plan
year as shall be designated in the Adoption Agreement. If the Employer shall
designate daily adjustment dates under the Adoption Agreement, adjustments to
the accounts of participants shall be made on each day securities are traded on
a national stock exchange, except regularly scheduled holidays of the Sponsor
or Trustee.

1.5 "ADOPTION AGREEMENT" shall mean the written agreement
pursuant to which the Employer adopts the plan, which agreement shall be
between the Employer and the Trustee. The Adoption Agreement is a part of the
plan as applied to the Employer and is expressly incorporated herein by
reference.

1.6 "AFFILIATED EMPLOYER" shall mean (i) any corporation
which is a member of a controlled group of corporations (as defined in Section
414(b) of the Code) which includes the Employer; (ii) any trade or business
(whether or not incorporated) that is under common control (as defined in
Section 414(c) of the Code) with the Employer; (iii) any organization (whether
or not incorporated) which is a member of an affiliated service group (as
defined in Section 414(m) of the Code) which includes the Employer; and (iv)
any other entity required to be aggregated with the Employer pursuant to
regulations prescribed by the Secretary of the Treasury under Section 414(o) of
the Code.

1.7 "AGGREGATE LIMIT" shall mean the sum of (i) 125% of
the greater of the ADP of the non-highly compensated participants for the plan
year or the ACP of the non-highly compensated participants under the plan
subject to Section 401(m) of the Code for the plan year beginning with or
within the plan year of the cash or deferred arrangement, as described in
Section 401(k) of the Code ("CODA"), and (ii) the lesser of 200% or two plus
the lesser of such ADP or ACP. "Lesser" is substituted for "greater" in "(i)",
above, and "greater" is substituted for "lesser" after "two plus the" in "(ii)"
if such substitutions would result in a larger aggregate limit.

2
<PAGE> 54

1.8 "AVERAGE CONTRIBUTION PERCENTAGE" or "ACP" shall
mean, for a specified group of participants for a plan year, the average of the
contribution percentages of the eligible participants in such group (calculated
separately for each participant in such group to the nearest one-hundredth of a
percentage point).

1.9 "BOARD" shall mean the Board of Directors of the
Employer if the Employer is a corporation. If the Employer is an
unincorporated employer, "Board" shall mean the Employer.

1.10 A "BREAK IN SERVICE" shall mean, with respect to an
employee, the following:

1.10.1 If the Employer shall not designate the elapsed time
method of crediting hours of service in the Adoption Agreement, the
computation period in which the employee shall not have completed more
than 500 hours of service. Such period shall be the plan year unless
otherwise specifically provided in Section 1.14.1.

1.10.2 If the Employer shall designate the elapsed time
method of crediting hours of service in the Adoption Agreement, a
break in service shall mean a period of severance of at least 12-
consecutive months. Solely for purposes of determining whether a
break in service has occurred, in the case of an employee who is
absent from work for maternity or paternity reasons, the
12-consecutive month period beginning on the first anniversary of the
first date of such absence shall not constitute a break in service.
For purposes of this Section 1.10.2, an absence from work for
maternity or paternity reasons shall have the same meaning as set
forth in Section 1.34.5.

1.11 "CODE" shall mean the Internal Revenue Code of 1986,
as amended, and the rules and regulations issued thereunder.

1.12 "COMMITTEE" shall mean the administrative committee
provided for in Section 10.

1.13 "COMPENSATION" shall mean, for purposes of allocating
contributions and forfeitures under the plan, compensation as that term is
designated by the Employer in the Adoption Agreement. For any self-employed
individual covered under the plan, "compensation" shall mean earned income, as
defined in Section 1.18. Compensation shall include only that compensation
which is actually paid to the participant during the determination period (as
described in this Section 1.13).

1.13.1 Except as otherwise provided in the plan, the
determination period shall be the period elected by the Employer in
the Adoption Agreement. If the Employer makes no election, the
determination period shall be the plan year. If the determination
year is the plan year, compensation shall be measured only during the
portion of the plan year during which the employee is eligible to
participate in the plan, provided that if such information is not
readily available, compensation for the entire plan year shall be
used.

1.13.2 Notwithstanding the foregoing, if elected by the
Employer in the Adoption Agreement, compensation shall include any
amount which is contributed by the Employer pursuant to a salary
reduction agreement and which is not includable in the

<PAGE> 55
gross income of the employee under Section 125, 402(e)(3), 402(h), or
403(b) of the Code.

1.13.3 In additional to other applicable limitations set forth
in the Plan, and notwithstanding any other provision of the Plan to
the contrary, for Plan Years beginning on or after January 1, 1989 and
before January 1, 1994, the annual Compensation of each Employee taken
into account under this Plan for any such Plan Year shall not exceed
$200,000, as adjusted for increases in the cost of living pursuant to
Code Section 401(a)(17). For Plan Years beginning on or after January
1, 1994, the annual Compensation of each Employee taken into account
under the Plan shall not exceed the OBRA '93 annual compensation
limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner of the Internal Revenue for increases in
the cost of living in accordance with Code Section 401(a)(17)(B). The
cost-of-living adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the annual
compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the
denominator of which is 12.

1.13.4 For Plan Years beginning on or after January 1, 1994,
any reference in this Plan to the limitation under Code Section
401(a)(17) shall mean the OBRA '93 annual compensation limit set forth
in the preceding paragraph. If Compensation for any prior
determination period is taken into account in determining an
Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.

1.13.5 In determining the Compensation of a Participant for
purposes of the above Compensation limitation, the family aggregation
rules of Code Section 414(q)(6) shall apply, except in applying such
rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not
attained age 19 before the close of the Plan Year. If, as a result of
the application of this paragraph, the Compensation limitation applies
to a family aggregation unit, the limitation shall be prorated among
the affected individuals in proportion to each such affected
individual's Compensation as determined under this Section prior to
the application of this limitation, or in accordance with any other
method permitted by the Commissioner of Internal Revenue.

1.14 "COMPUTATION PERIOD" shall mean a 12-consecutive
month period, as follows:

1.14.1 For purposes of plan participation, the computation
period initially shall be the 12-consecutive month period beginning
on the date an employee first completes an hour of service.
Thereafter, the computation period shall be the plan year, beginning
with the plan year containing the first anniversary of the date the
employee first completes an hour of service, regardless of whether the
employee is entitled to be credited with 1,000 hours of service during
the initial 12-month period.

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<PAGE> 56

1.14.2 For purposes of determining years of service, the
computation period shall be the plan year (and the 12-consecutive
month period which is substantially the same as the plan year for
periods prior to the effective date of the plan), unless otherwise
specifically provided herein.

1.15 "CONTRIBUTION PERCENTAGE" shall mean with respect to
a participant for a plan year the ratio (expressed as a percentage and
calculated to the nearest one-hundredth of a percentage point) of the
participant's contribution percentage amounts to the participant's testing
compensation for the plan year. Pursuant to regulations issued by the
Secretary of the Treasury, the Committee may elect to take into account
elective deferrals made on behalf of any participant to any qualified plan
maintained by the Employer for purposes of determining the contribution
percentage of such participant. For purposes of determining the contribution
percentage of a participant who is a five percent owner or one of the ten most
highly compensated employees, the contribution percentage amounts (including
elective deferrals if taken into account for purposes of determining the
contribution percentage) and testing compensation of such participant shall
include the contribution percentage amounts (including elective deferrals, if
applicable) and testing compensation for the plan year of family members (as
defined in Section 1.33.6). Family members with respect to highly compensated
participants shall be disregarded as separate employees in determining the
contribution percentage both for non-highly compensated participants and highly
compensated participants. The determination and treatment of the contribution
percentage of any participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

1.16 "CONTRIBUTION PERCENTAGE AMOUNTS" shall mean the sum
of the employee after-tax contributions, matching contributions, and qualified
matching contributions (to the extent not taken into account (including excess
contributions recharacterized as employee after-tax contributions) for purposes
of the ADP test) made under the plan on behalf of the participant for the plan
year. An excess contribution that is recharacterized is taken into account in
the Plan Year in which the excess contribution is includable in the employee's
gross income. Such contribution percentage amounts shall not include (i)
employee after-tax contributions that are returned to the participant pursuant
to Section 23.1.4, or (ii) matching contributions that are forfeited either to
correct excess aggregate contributions or because the contributions to which
they relate are excess deferrals, excess contributions, or excess aggregate
contributions. The Employer may include qualified non-elective contributions
in the contribution percentage amounts. The Employer also may elect to use
elective deferrals in the contribution percentage amounts so long as the ADP
test is met before the elective deferrals are used in the ACP test and
continues to be met following the exclusion of those elective deferrals that
are used to meet the ACP test. Notwithstanding the foregoing, elective
deferrals distributed to a participant pursuant to the provisions of Section
23.1.4 may not be taken into account for purposes of determining the
contribution percentage amount of such participant.

1.17 "DISABILITY" shall mean the permanent and total
inability of a participant to perform his regular duties with the Employer, or
any other duties the Employer is willing to assign him. The determination of
the existence or nonexistence of disability shall be made by the Committee in a
nondiscriminatory manner pursuant to a medical examination by a medical doctor
selected or approved by the Committee.

1.18 "EARNED INCOME" shall mean the net earnings from
self-employment in the trade or business with respect to which the plan is
established for which personal services of the individual are a material
income-producing factor. Net earnings will be determined without regard to
items not included in gross income and the deductions allocable to such items.
Net earnings are reduced by contributions by the Employer to a qualified plan
to the extent deductible by the Employer under Section

<PAGE> 57

404 of the Code. Net earnings shall be determined with regard to the
deduction allowed to the Employer by Section 164(f) of the Code for taxable
years beginning after December 31, 1989.

1.19 "EFFECTIVE DATE OF THE PLAN" shall mean the date that
the plan becomes effective with respect to the Employer, as specified by the
Employer in the Adoption Agreement.

1.20 "ELECTIVE DEFERRALS" shall mean contributions made to
the plan during the plan year by the Employer, at the election of the
participant, in lieu of cash compensation and shall include contributions that
are made pursuant to a salary reduction agreement or other deferral mechanism.
Such contributions must be nonforfeitable when made and distributable only as
specified in Section 3.8. With respect to any taxable year, a participant's
elective deferral is the sum of all Employer contributions made on behalf of
such participant pursuant to an election to defer under any qualified CODA, any
simplified employee pension that includes a cash or deferred arrangement as
described in Section 402(h)(1)(B), any eligible deferred compensation plan
under Section 457, any plan as described under Section 501(c)(18), and any
employer contributions made on the behalf of a participant for the purchase of
an annuity contract under Section 403(b) pursuant to a salary reduction
agreement. Elective deferrals shall not include any deferrals properly
distributed as excess annual additions.

1.21 "ELIGIBLE EMPLOYEE" shall mean each employee of the
Employer; provided, that if the plan is not a standardized form plan, "eligible
employee" shall mean each employee of the Employer except those excluded
pursuant to the Adoption Agreement.

1.22 "ELIGIBLE PARTICIPANT" shall mean, for purposes of
the ACP test, any employee of the Employer who is eligible to make an employee
after-tax contribution, or an elective deferral (if the Employer takes such
contributions into account in the calculation of the contribution percentage),
or to receive a matching contribution (including forfeitures) or a qualified
matching contribution. If an employee after-tax contribution or an elective
deferral is required as a condition of participation in the plan, any employee
who would be a participant in the plan if such employee made such a
contribution shall be treated as an eligible participant on behalf of whom no
employee after- tax contributions or elective deferrals are made.

1.23 "EMPLOYEE" shall mean, except as otherwise provided
in this Section 1.23, an individual in the service of the Employer if the
relationship between him and the Employer is the legal relationship of employer
and employee. In determining who is an employee for the purposes of this plan,
the following special provisions shall apply:

1.23.1 Except as provided in Section 23.5.6 and the Adoption
Agreement, all employees of an affiliated employer shall be treated as
employees of the Employer.

1.23.2 All leased employees deemed to be employees of the
Employer or an affiliated employer as provided in Section 414(n) or
414(o) of the Code and the regulations thereunder shall be treated as
employees of the Employer.

1.23.3 All employees included in a unit of employees covered
by a collective bargaining agreement, if retirement benefits were the
subject of good faith bargaining, shall not be treated as employees of
the Employer, unless representatives of the bargaining unit and the
Employer mutually agree to the inclusion of members of such bargaining
unit in the plan.

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<PAGE> 58

1.23.4 All employees who are nonresident aliens and who
receive no earned income (within the meaning of Section 911(d)(2) of
the Code) from the Employer which constitutes income from sources
within the United States (within the meaning of Section 861(a)(3) of
the Code) shall not be treated as employees of the Employer.

See Sections 1.21 and 1.40 for provisions governing eligibility of an employee
to become a participant in the plan. See Section 1.6 for definition of an
affiliated employer.

1.24 "EMPLOYEE AFTER-TAX CONTRIBUTION" shall mean any
contribution made to the plan by or on behalf of a participant that is included
in the participant's gross income in the year in which made.

1.25 "EMPLOYER" shall mean each employer entering into an
Adoption Agreement. All references herein to the "Employer" shall be applied
to each such Employer as if the plan were solely the plan of that Employer.
The Employer entering into an Adoption Agreement together with the Trustee may
be a corporation, or a partnership or sole proprietorship (herein, an
"unincorporated employer"). If the plan is a standardized form plan, each
affiliated employer must become a party to the plan by entering into the
Adoption Agreement together with the Trustee. If the plan is not a
standardized form plan, each affiliated employer may become a party to the
plan, if desired, by entering into the Adoption Agreement together with the
Trustee. With respect to each affiliated employer which becomes a party to the
plan, the following special provisions shall apply:

1.25.1 As used in the plan, unless otherwise indicated by
the context, the term "Employer" shall mean collectively all
employer-parties to the plan.

1.25.2 The plan shall be applied as a single plan with
respect to all employer-parties as if there were only one
employer-party, and service for purposes of the plan shall be
interchangeable among employer-parties to the plan and shall not be
deemed to be interrupted by the transfer at anytime of an employee
from the service of one employer-party to the plan to the service of
another employer-party.

1.25.3 Notwithstanding anything to the contrary, there shall
be a single Committee with respect to all employer-parties to the
plan, which shall be the Committee designated under the Adoption
Agreement.

1.25.4 If this plan is adopted by two or more affiliated
employers, one Employer shall be designated as the "sponsoring
Employer," and shall be authorized to amend the Adoption Agreement on
behalf of itself and all affiliated employers, subject to Section
11.1.2 of the plan.

1.26 "EMPLOYER STOCK" shall mean shares of any class of
stock issued by the Employer or any other corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Code) which includes the Employer.

1.27 "EMPLOYMENT COMMENCEMENT DATE" shall mean the date on
which an employee first completes an hour of service.

1.28 "ENTRY DATE" shall mean the date designated by the
Employer in the Adoption Agreement on which an eligible employee shall enter
the plan and become a participant.

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<PAGE> 59

1.29 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended (including amendments of the Code affected
thereby), and the rules and regulations issued thereunder.

1.30 "EXCESS AGGREGATE CONTRIBUTIONS" shall mean, with
respect to any plan year, the excess of: (i) the aggregate contribution
percentage amounts which are taken into account in computing the numerator of
the contribution percentage and are actually made on behalf of highly
compensated employees for such plan year, over (ii) the maximum contribution
percentage amounts permitted by the ACP test (determined in accordance with
Section 1.401(m)-1(e)(2) of the Income Tax Regulations by reducing
contributions made on behalf of highly compensated employees in order of their
contribution percentages, beginning with the highest of such percentages).

1.31 "EXCESS CONTRIBUTIONS" shall mean, with respect to
any plan year, the excess of: (i) the aggregate amount of the Employer
contributions which are actually taken into account in computing the ADP of
highly compensated participants for such plan year and are actually made on
behalf of highly compensated employees for such plan year, over (ii) the
maximum amount of such contributions permitted under the ADP test (determined
in accordance with Section 1.401(k)-1(f)(2) of the Income Tax Regulations by
reducing contributions made on behalf of highly compensated participants in
order of their ADPs, beginning with the highest of such percentages).

1.32 "EXCESS ELECTIVE DEFERRALS" shall mean those elective
deferrals that are includable in a participant's gross income under Section
402(g) of the Code to the extent such elective deferrals exceed the dollar
limitation under Section 402(g) of the Code.

1.33 "HIGHLY COMPENSATED PARTICIPANT" shall mean any
participant who is a highly compensated employee. A "non-highly compensated
participant" shall mean any participant who is neither a highly compensated
participant nor a family member (within the meaning of Section 1.33.6) of a
highly compensated participant. Any individual who has been a highly
compensated participant but who has ceased to be a participant for any reason
shall be treated as a highly compensated participant if he is a former employee
within the meaning of Section 1.33.7. A "highly compensated employee" shall
mean any employee who, during the determination year (as defined in Section
1.33.3) or the look-back year (as defined in Section 1.33.3):

(i) was at any time a five percent owner (as defined in
Section 416(i)(1)(iii) of the Code);

(ii) received compensation from the Employer and
affiliated employers in excess of $75,000 (adjusted pursuant to
Section 415(d) of the Code);

(iii) received compensation from the Employer and
affiliated employers in excess of $50,000 (adjusted pursuant to
Section 415(d) of the Code) and was in the top-paid group of employees
for such year; or

(iv) was at any time an officer and received compensation
greater than 50% of the dollar limitation in effect under Section
415(b)(1)(A) of the Code for such year. No more than 50 employees
(or, if lesser, the greater of three employees or ten percent of the
employees) shall be treated as officers. If for any year no officer
of the Employer receives compensation greater than 50% of the dollar
limitation in effect for such year, the highest paid officer of the
Employer for such year shall be treated as a highly compensated
employee.

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<PAGE> 60

For purposes of this Section 1.33, the following special provisions shall
apply:

1.33.1 If the Employer at all times during the plan year
maintains significant business activities (and employs employees in
such activities) in at least two significantly separate geographic
areas and satisfies such other conditions as the Secretary of the
Treasury may prescribe, the Committee may elect to apply a simplified
definition of highly compensated participant under the plan by
substituting "$50,000" for "$75,000" in paragraph (ii) above, and
disregarding paragraph (iii) above.

1.33.2 Notwithstanding the provisions of Section 1.23, the
term "employee" shall mean an individual in the service of the
Employer if the relationship between him and the Employer is the legal
relationship of employer and employee.

1.33.3 The determination year shall be the plan year. The
look-back year shall be the 12- month period immediately preceding the
determination year. The Committee may elect to make the look- back
year calculation for a determination year on the basis of the calendar
year ending with or within the applicable determination year.

1.33.4 An employee not described in paragraph (ii), (iii),
or (iv) above for the look-back year (without regard to this Section
1.33.4) shall not be treated as described in paragraph (ii), (iii) or
(iv) in the current plan year unless he is one of the 100 employees
paid the greatest compensation during the current plan year.

1.33.5 An employee who performs services for the Employer
any time during the year is in the top-paid group of employees for any
year if such employee is in the group consisting of the top 20% of the
employees when ranked on the basis of compensation paid during such
year. For purposes of determining the number of employees in the
top-paid group (but not for identifying the particular employees in
the top-paid group), the following employees shall be excluded:

(i) employees who have not completed six months
of service;

(ii) employees who normally work less than 17 1/2
hours per week;

(iii) employees who normally work not more than six
months during any year;

(iv) employees who have not attained age 21;

(v) employees who are included in a unit of
employees covered by a bona fide collective bargaining agreement with
the Employer; and

(vi) employees who are nonresident aliens and who
receive no earned income (within the meaning of Section 911(d)(2) of
the Code) from the Employer which constitutes income from sources
within the United States (within the meaning of Section 861(a)(3) of
the Code).

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<PAGE> 61

The Committee may elect to apply paragraph (i), (ii), (iii), or (iv)
of this Section 1.33.5 by substituting a shorter period of service,
smaller number of hours or months, or lower age for that specified in
such subparagraphs.

1.33.6 If any individual is a member of the family of a five
percent owner or of a highly compensated employee who is one of the
ten most highly compensated employees during the plan year, then (i)
such individual shall not be considered a separate employee, and (ii)
any compensation paid to such individual (and any contribution or
benefit on behalf of such individual) shall be treated as if it were
paid to (or on behalf of) the five percent owner or highly compensated
employee. For purposes of this Section 1.33.6, the term "family" or
"family member" means, with respect to any employee, such employee's
spouse and lineal ascendants or descendants and the spouses of lineal
ascendants or descendants.

1.33.7 A former employee shall be treated as a highly
compensated employee if he was a highly compensated employee when he
separated from service, or at any time after attaining age 55.

The determination of who is a highly compensated employee, including any
calendar year calculation election and any determination of the number and
identity of employees in the top-paid group, the 100 employees paid the
greatest compensation, the number of employees treated as officers, and the
compensation considered for purposes of this Section 1.33, shall be made in
accordance with Section 414(q) of the Code and the regulations thereunder.

1.34 "HOUR OF SERVICE" shall mean the following:

1.34.1 Each hour for which an employee is paid or entitled
to payment by the Employer or an affiliated employer for the
performance of service. Each such hour shall be credited to the
employee for the computation period (as defined in Section 1.14) in
which the service is performed.

1.34.2 Each hour for which an employee is paid, or entitled
to payment, by the Employer or an affiliated employer on account of a
period of time during which no service is performed, irrespective of
whether the employment relationship has terminated, such as vacation,
holiday, illness, incapacity (including disability), lay-off, jury
duty, military duty, or leave of absence. Each such hour shall be
credited to the employee for the computation period in which no duties
are performed. In applying this Section 1.34.2, the following
provisions shall apply for periods in which an employee is not
actually in service:

(i) The number of hours to be credited with
respect to any single continuous period (whether or not such
period occurs in a single computation period for which hours
are credited) shall be the lesser of: (a) 501 hours, or (b)
the number of hours for which the employee is paid with
respect to such single continuous period; provided, that in
determining whether an employee has incurred a break in
service, the provisions of this paragraph (i) shall not limit
the number of hours to be credited to such employee on account
of a leave of absence;

(ii) No hours shall be credited with respect to
payments made to the employee for the purpose of complying
with applicable worker's compensation,

<PAGE> 62

unemployment compensation or disability insurance laws, or
payments solely to reimburse an employee for medical or
medically related expenses incurred by the employee; and

(iii) An amount paid to an employee by the Employer
or an affiliated employer indirectly, such as by a trust,
fund, or insurer to which the Employer makes contributions or
pays premiums, shall be deemed to be paid by the Employer.

1.34.3 Each hour (to the extent not included in Section
1.34.1 or 1.34.2) for which back pay, irrespective of mitigation of
damages, has been either awarded or agreed to by the Employer or an
affiliated employer. Each such hour shall be credited to the employee
for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award,
agreement, or payment is made.

1.34.4 Each hour for which an employee is not actually in
service but is required to be given credit for service under any law
of the United States. Each such hour shall be credited to the
employee for the computation period for which the employee is required
to be given credit for service.

1.34.5 Notwithstanding the foregoing provisions of this
Section 1.34, solely for the purpose of determining whether an
employee has incurred a break in service for participation and vesting
purposes in a computation period, the following special provisions
shall apply:

(i) In addition to hours for which an employee is
entitled to credit under the preceding paragraphs of this
Section 1.34, such employee shall also receive credit for each
hour with respect to the period that he is on a leave of
absence approved by the Employer for which he is not paid or
entitled to payment.

(ii) An employee who is absent from work for
maternity or paternity reasons shall receive credit for the
hours of service which would otherwise have been credited to
such employee but for such absence, or in any case in which
such hours cannot be determined, eight hours of service per day
of such absence. For purposes of this paragraph (ii), an
absence from work for maternity or paternity reasons means an
absence (a) by reason of the pregnancy of the employee, (b) by
reason of a birth of a child of the employee, (c) by reason of
the placement of a child with the employee in connection with
the adoption of such child by such employee, or (d) for
purposes of caring for such child for a period beginning
immediately following such birth or placement. The hours of
service credited under this paragraph (ii) shall be credited
with respect to the computation period used in determining
years of service and breaks in service in which the absence
begins, if the crediting is necessary to prevent a break in
service in that period; in all other cases, such hours of
service shall be credited in the following computation period.
No more than 501 hours of service are required to be credited
for maternity or paternity reasons. No credit shall be given
under this Section 1.34.5 unless the employee furnishes to the
Committee such timely information as the Committee reasonably
may require to establish

<PAGE> 63

that the absence is for a reason described in this Section
1.34.5 and the number of days for which there was such an
absence.

1.34.6 Notwithstanding the foregoing, if the Employer shall
elect the elapsed time method of crediting hours of service under the
Adoption Agreement, an hour of service shall mean each hour for which
an employee is paid, or entitled to payment, by the Employer for the
performance of duties for the Employer.

Hours of service for all employees shall be determined on the basis of actual
hours worked or such equivalency as may be designated by the Employer in the
Adoption Agreement. The provisions of this Section 1.34 shall be applied in
accordance with the provisions of Section 1.52 of the plan and United States
Department of Labor Regulations Sections 2530.200b-2(b) and (c) (which
provisions are incorporated herein by reference). The method used for
determining hours of service shall be as elected by the Employer in the
Adoption Agreement.

1.35 "LEASED EMPLOYEE" shall mean any individual, other
than an employee of the Employer or an affiliated employer (the "recipient
employer"), who, pursuant to an agreement between the recipient employer and
any other person (the "leasing organization") has performed services for the
recipient employer (or the recipient employer and related persons determined in
accordance with Section 414(n) of the Code) on a substantially full-time basis
for a period of at least one year, and such services are of a type historically
performed by employment in the business field of the recipient employer.
Contributions or benefits provided a leased employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer. A leased
employee shall not be considered an employee of the recipient employer if: (i)
such individual is covered by a money purchase pension plan providing: (a) a
nonintegrated employer contribution rate of at least ten percent of
compensation, as defined in Section 23.5.2 of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Section 125, 402(e)(3), 402(h), or 403(b) of
the Code, (b) immediate participation, and (c) full and immediate vesting; and
(ii) leased employees do not constitute more than 20% of the recipient
employer's non-highly compensated work force, as defined in Section
414(n)(5)(C)(ii) of the Code.

1.36 "MATCHING CONTRIBUTION" shall mean an Employer
contribution made to this or any other defined contribution plan maintained by
the Employer on behalf of a participant on account of an employee after-tax
contribution made by such participant, or on account of a participant's
elective deferrals.

1.37 "NET PROFIT" shall mean the current or accumulated
earnings of the Employer as determined according to generally accepted
accounting principles and practices by the accountant of the Employer, subject
to the following adjustments: (i) gains or losses arising from the sale or
other disposition of fixed or capital assets of the Employer shall be excluded;
(ii) taxes based upon income shall not be deducted; and (iii) contributions of
the Employer under this plan or any other defined contribution plan maintained
by the Employer shall not be deducted; provided, that by so specifying in the
Adoption Agreement the Employer may exclude from "net profit" a stated base
amount, or a specified return on the net worth of the Employer.

1.38 "NORMAL RETIREMENT AGE" of a participant shall mean
the age specified in the Adoption Agreement. The "normal retirement date" of a
participant shall mean the date he attains his normal retirement age.

12
<PAGE> 64

1.39 "OWNER-EMPLOYEE" shall mean an individual who is a
sole proprietor, or who is a partner owning more than ten percent of either the
capital interest or profits interest in a partnership. If this plan provides
contributions or benefits for one or more owner-employees who control both the
business for which this plan is established and one or more other trades or
businesses, this plan and the plan established for such other trades or
businesses must, when looked at as a single plan, satisfy Sections 401(a) and
(d) of the Code for the employees of this and all other trades or businesses.
If the plan provides contributions or benefits for one or more owner-employees
who control one or more other trades or businesses, the employees of the other
trades or businesses must be included in a plan which satisfies Sections 401(a)
and (d) of the Code and which provides contributions and benefits not less
favorable than provided for owner-employees under this plan. If an individual
is covered as an owner-employee under the plans of two or more trades or
businesses which are not controlled and the individual controls a trade or
business, then the contributions or benefits of the employees under the plan of
the trades or businesses which are controlled must be as favorable as those
provided for him under the most favorable plan of the trade or
business which is not controlled. For purposes of the preceding provisions of
this Section 1.39, an owner-employee, or two or more owner-employees, will be
considered to control a trade or business if the owner-employee, or two or more
owner-employees together: (i) own the entire interest in an unincorporated
trade or business, or (ii) in the case of a partnership, own more than 50% of
either the capital interest or the profits interest in the partnership. For
purposes of the preceding sentence, an owner-employee, or two or more
owner-employees, shall be treated as owning any interest in a partnership which
is owned, directly or indirectly, by a partnership which such owner-employee,
or such two or more owner-employees, are considered to control within the
meaning of the preceding sentence.

1.40 "PARTICIPANT" shall mean with respect to any plan
year an eligible employee who has entered the plan and any former employee who
has an accrued benefit which is not wholly forfeitable for the plan year
pursuant to Section 5. An eligible employee or former employee on the
effective date of the plan who was a participant in a prior plan (as specified
in Section 17) immediately preceding such effective date shall automatically be
a participant in this plan as of such effective date. An eligible employee who
was not such a participant in a prior plan and has not otherwise entered the
plan shall enter the plan and become a participant in accordance with the
provisions elected in the Adoption Agreement. For purposes of determining
eligibility to participate, the following special provisions shall apply to the
extent applicable:

1.40.1 An eligible employee who is not in service on the
date he is eligible to enter the plan shall not enter the plan until
he reenters service as an eligible employee, whereupon he shall
immediately enter the plan.

1.40.2 If an employee incurs a one year break in service
before satisfying the plan's requirements for eligibility to
participate, service before such break will not be taken into account
for eligibility purposes.

1.40.3 In the case of a participant who does not have any
nonforfeitable right to his accrued benefit attributable to elective
deferrals, matching contributions, or discretionary Employer
contributions, years of service before a period of consecutive one
year breaks in service will not be taken into account in computing
eligibility service if the number of consecutive one year breaks in
service in such period equals or exceeds the greater of five or the
aggregate number of his years of service. Such aggregate number of
years of service will not include any years of service disregarded
under the preceding sentence by reason of prior breaks in service. If
a participant's years of service are disregarded pursuant to this
Section 1.40.3, such participant will be treated as a new employee for
eligibility purposes. If such participant's years of service are not

<PAGE> 65

disregarded pursuant to this Section 1.40.3, he shall continue to
participate in the plan if such breaks in service were not accompanied
by a termination of service, or, if the participant had terminated
service, he shall reenter the plan immediately upon his return to
service.

1.40.4 A participant who terminates service shall reenter
the plan immediately upon his return to service if such participant
has a nonforfeitable right to any portion of his accrued benefit
attributable to elective deferrals, matching contributions, or
discretionary Employer contributions, at the time of such termination
of service.

1.40.5 In the event a participant shall lose his status as
an eligible employee, but shall not incur a break in service, such
employee shall reenter the plan immediately upon his return to such
eligible class. If such employee incurs a break in service, his
eligibility to reenter the plan shall be determined pursuant to this
Section 1.40. In the event an employee who is not a member of the
eligible class of employees becomes a member of such eligible class,
such employee shall enter the plan immediately if he has satisfied the
participation requirements designated by the Employer in the Adoption
Agreement and would have previously entered the plan had he been in
the eligible class.

1.40.6 Notwithstanding the foregoing, if the Employer shall
designate the elapsed time method of crediting hours of service under
the Adoption Agreement, an eligible employee who otherwise has not
entered the plan shall enter the plan and become a participant as of
the entry date designated by the Employer in the Adoption Agreement
coincident with or next following the completion of a period or
periods of service which when aggregated equal at least 365 days,
provided he is in service on such entry date. For the purpose of
applying the foregoing provisions of this Section 1.40.6, the
following provisions shall apply: (i) an eligible employee who has
incurred a severance from service date on or before the date he is
eligible to enter the plan and later reenters service before he incurs
a break in service shall enter the plan on the date that he reenters
service as an eligible employee; (ii) an eligible employee who is
absent from service on the date he is eligible to enter the plan and
later reenters service before he incurs a severance from service date,
shall enter the plan effective as of the first entry date that
occurred during his period of absence; and (iii) a participant who has
incurred a break in service and later reenters service shall reenter
the plan as of the date he reenters service as an eligible employee.

1.41 A "PERIOD OF SERVICE" shall mean a continuous period
of time during which the employee is in service with the Employer. A period of
service shall begin on the employee's employment commencement date or
reemployment commencement date, whichever is applicable, and shall end on the
date of the employee's severance from service. Notwithstanding the foregoing,
a period of severance of less than 12-consecutive months shall be included in
an employee's period of service.

1.42 A "PERIOD OF SEVERANCE" shall mean a continuous
period of time during which the employee is not in service with the Employer.
A period of severance shall begin on the employee's severance from service date
and shall end on the date on which the employee again completes or is credited
with an hour of service.

1.43 "PLAN" shall mean the Godwins Booke & Dickenson
Prototype Profit Sharing and Employee Savings Plan and Trust as herein set out
or as duly amended. The name of the plan as applied to the Employer shall be
as set forth in the Adoption Agreement. The plan is intended to be a

<PAGE> 66

profit sharing plan, and to permit the Employer to elect under the Adoption
Agreement to include a CODA.

1.44 "PLAN ADMINISTRATOR" shall mean the person (or
persons) or entity designated by the Employer in the Adoption Agreement to
serve as plan administrator, and any successors thereto.

1.45 "PLAN YEAR" shall mean the 12-consecutive month
period ending with the last day of the month specified by the Employer in the
Adoption Agreement.

1.46 "QUALIFIED MATCHING CONTRIBUTIONS" shall mean any
contributions that are (i) made to the plan by the Employer for the plan year
and allocated to a participant's account by reason of elective deferrals or
employee after-tax contributions, (ii) nonforfeitable when made, and (ii)
distributable only as specified in Section 3.8.

1.47 "QUALIFIED NON-ELECTIVE CONTRIBUTIONS" shall mean
contributions (other than matching contributions or qualified matching
contributions) that are (i) made by the Employer and allocated to a
participant's account that the participant may not elect to currently receive
in cash, (ii) nonforfeitable when made, and (iii) distributable only as
specified in Section 3.8.

1.48 "REEMPLOYMENT COMMENCEMENT DATE" shall mean the first
date, following a break in service, on which an employee completes an hour of
service.

1.49 "RETIRE" or "RETIREMENT" shall mean retirement within
the meaning of Section 3.1, 3.2, 3.3, or 3.5.

1.50 "SALARY REDUCTION AGREEMENT" shall mean the written
agreement entered into by a participant pursuant to the provisions of Section
2.1.

1.51 "SELF-EMPLOYED INDIVIDUAL" shall mean an individual
who has earned income for the taxable year, or an individual who would have had
earned income but for the fact that the trade or business had no net profit for
the taxable year.

1.52 "SERVICE" shall mean employment by the Employer as an
employee. In determining service, all employees of an affiliated employer and
individuals deemed to be employees for purposes of the plan under Section
414(n) or 414(o) of the Code and the regulations thereunder shall be deemed to
be in the service of the Employer. For purposes of this Section 1.52, the
following special provisions shall apply:

1.52.1 Nothing in this Section 1.52 shall be construed as
including as a participant an individual who is in the service of an
affiliated employer which is not a party to the plan. See Section
1.25 for requirement that each affiliated employer must become a party
to a standardized form plan.

1.52.2 Unless otherwise elected by the Employer in the
Adoption Agreement, service with an employer prior to becoming an
affiliated employer shall be disregarded for all purposes of the plan.

1.52.3 In any case in which the Employer maintains the plan
of a predecessor employer, service with such predecessor employer
shall be treated as service with the Employer.

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<PAGE> 67

1.53 "SEVERANCE FROM SERVICE DATE" shall mean, with
respect to an employee, the earlier of (i) the date he quits, is discharged,
retires, or dies; or (ii) the first anniversary of the date he is absent from
service (with or without pay) for any other reason (including but not limited
to vacation, holiday, sickness, disability, leave of absence, and layoff).

1.54 "SHAREHOLDER-EMPLOYEE" shall mean an individual
owning (or considered as owning within the meaning of Section 318(a)(1) of the
Code) more than five percent of the outstanding stock of the Employer if, with
respect to any taxable year of the Employer, the Employer is an S Corporation
within the meaning of Section 1361(a) of the Code.

1.55 "SPONSOR" shall mean Godwins Booke & Dickenson, which
has caused the plan to be established.

1.56 "SPOUSE" or "SURVIVING SPOUSE" shall mean, except as
otherwise provided in the plan, the legally married spouse or surviving spouse
of a participant; provided that a former spouse shall be treated as the spouse
or surviving spouse to the extent provided under a qualified domestic relations
order described in Section 414(p) of the Code.

1.57 "STANDARDIZED FORM PLAN" shall mean a regional
prototype plan which satisfies the requirements of Section 4.11 of Revenue
Procedure 89-13. This plan is a standardized form plan if so designated in the
Adoption Agreement.

1.58 "TAXABLE WAGE BASE" shall mean the maximum amount of
earnings which may be considered wages for a year under Section 3121(a)(1) of
the Code, as in effect as of the first day of the plan year.

1.59 "TESTING COMPENSATION" shall mean any of the
definitions of compensation which are set forth in Section 23.5.2, as
designated by the Committee. If elected by the Committee, each such definition
of compensation may be modified to include any amounts excludable from the
employee's gross income under Section 125, 402(e)(3), 402(h), or 403(b) of the
Code. The amount of testing compensation with respect to any participant shall
include his testing compensation for the entire plan year or, if elected by the
Committee, that portion of the plan year in which the employee was eligible to
participate in the plan. Notwithstanding the above, a participant's testing
compensation shall be subject to the annual compensation limitation set forth
in Section 1.13.3.

1.60 "TRUST" or "TRUST FUND" shall mean the assets of the
plan and trust held by the Trustee.

1.61 "TRUSTEE" shall mean the person (or persons) or
entity designated by the Employer in the Adoption Agreement to serve as
trustee, and any successors thereto.

1.62 A "YEAR OF SERVICE" shall mean 1,000 or more hours of
service during a computation period.

1.62.1 Notwithstanding the foregoing provisions of this
Section 1.62, with respect to service prior to the computation date
(as defined in this Section 1.62.1), a year of service shall mean
uninterrupted service for a full plan year. Service prior to the
computation date shall be taken into account only with respect to
employees in service on such date, and with respect to each such
employee only to the extent of full plan years of uninterrupted
service preceding such date (or his normal retirement age, if

16
<PAGE> 68

earlier). For this purpose, the "computation date" shall mean the
later of (i) the first day of the plan year beginning in 1976, or (ii)
the effective date of the plan (or, if the Employer was a party to a
prior plan within the meaning of Section 17, the effective date of the
prior plan).

1.62.2 Notwithstanding any provision of this Section 1.62 to
the contrary, if the Employer shall designate the elapsed time method
of crediting hours of service in the Adoption Agreement, the number of
whole years of the employee's period or periods of service shall be
subject to the following special provisions:

(i) All periods of service of the employee shall
be aggregated (including nonsuccessive periods of service),
and 365 days shall be deemed to equal a whole year of service.
Following such aggregation, any fractional year shall be
disregarded.

(ii) To the extent not otherwise included in the
employee's period or periods of service, the time during which
an employee is on a leave of absence approved by the Employer
shall be included in determining his years of service.

1.62.3 Years of service shall include any period for which
an employee would have been a leased employee but for the requirement
that a leased employee perform service for the Employer, or the
Employer and related persons determined in accordance with Section
414(n)(6) of the Code, on a substantially full-time basis for a period
of a least one year.

SECTION 2. CONTRIBUTIONS TO THE TRUST AND ALLOCATION
THEREOF:

2.1 ELECTIVE DEFERRALS: If elected by the Employer in
the Adoption Agreement, a CODA, which satisfies the requirements of Section
401(k) of the Code, shall apply and be a part of the plan.

2.1.1 Administrative rules governing salary reduction
agreements:

(i) To the extent provided in the Adoption
Agreement, a participant may elect to make elective deferrals
under this plan by executing and delivering to the Committee a
salary reduction agreement in accordance with such rules and
procedures as are adopted by the Committee from time to time.
Elective deferrals shall be made through payroll deduction
pursuant to the participant's salary reduction agreement. A
participant may elect to commence elective deferrals as of any
entry date, and such election shall remain in effect until
modified or terminated. A participant shall be afforded a
reasonable period at such times as shall be specified by the
Employer in the Adoption Agreement to modify the amount or
frequency of his elective deferrals. A participant may
terminate his election to make elective deferrals at any time
to be effective on the first day of the next full payroll
period. If not sooner terminated, a participant's salary
reduction agreement shall terminate automatically as of the
last day of the payroll period in which the participant shall
terminate his service with the Employer.

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<PAGE> 69

(ii) The Committee may amend or revoke a salary
reduction agreement with a participant at any time if the
Committee determines that such amendment or revocation is
necessary to ensure that the annual additions (as defined in
Section 23.5.1) to the account of a participant do not exceed
the annual addition limitations (described in Section 23.1.1)
for such participant or that the requirements of Section 2.1.4
are met for such plan year.

2.1.2 Maximum amount of elective deferrals: A
participant's elective deferrals are subject to any limitations
imposed in the Adoption Agreement and any further limitations under
the plan. No participant shall be permitted to make elective
deferrals under this plan during any taxable year of the participant
in excess of the dollar limitation contained in Section 402(g) of the
Code in effect at the beginning of such taxable year.

2.1.3 Distribution of excess elective deferrals:

(i) Notwithstanding any other provisions of the
plan, excess elective deferrals, plus any income and minus any
loss allocable thereto, shall be distributed no later than
each April 15 to participants to whose accounts excess
elective deferrals were allocated for the preceding taxable
year and who claim excess elective deferrals for such taxable
year. Excess elective deferrals shall be treated as annual
additions under the plan, unless such amounts are distributed
no later than April 15 following the close of the participant's
taxable year. The participant's claim under this Section 2.1.3
shall be in writing; shall be submitted to the plan
administrator not later than March 1; shall specify the amount
of the participant's excess elective deferrals for the
preceding taxable year; and shall be accompanied by the
participant's written statement that if such amounts are not
distributed, such excess elective deferrals, when added to
amounts deferred under other plans or arrangements described in
Section 401(k), 408(k), or 403(b) of the Code, will exceed the
limit imposed on the participant by Section 402(g) of the Code
for the taxable year in which the deferral occurred. A
participant is deemed to notify the plan administrator of any
excess elective deferrals that arise by taking into account
only those elective deferrals made to this plan and any other
plan of the Employer. The amount of a Participant's excess
elective deferrals that must be distributed for a taxable year
pursuant to this Section shall be reduced by any Excess
Contributions previously distributed or recharacterized with
respect to the Participant for the Plan year beginning with
or within such taxable year.

(ii) Excess elective deferrals shall be adjusted
for income or loss up to the date of distribution, provided
that the Committee may disregard income or loss allocable to
the period between the end of the taxable year and the date
such excess elective deferrals are distributed (the "gap
period") in determining income or loss. The amount of income
or loss allocable to a participant's excess elective deferrals
for a taxable year shall be determined under one of the
following methods selected by the Committee:

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<PAGE> 70

(a) General method: The income or loss
allocable to a participant's excess elective
deferrals for a taxable year shall be determined by
multiplying the income or loss allocable to the
participant's elective deferral account for the
taxable year (and the gap period, if so elected by
the Committee) by a fraction, the numerator of which
is the participant's excess elective deferrals for
the taxable year and the denominator is the sum of:
(I) the participant's elective deferral account
balance as of the beginning of the taxable year,
plus (II) the participant's elective deferrals for
the taxable year (and the gap period, if so
elected by the Committee);

(b) Safe harbor method: The income or
loss allocable to a participant's excess elective
deferrals for a taxable year shall be determined by
adding (I) the amount determined in paragraph (a)
above with respect to the participant for the taxable
year (without regard to the gap period), plus (II)
the amount determined by multiplying ten percent of
the amount determined under "(I)" above by the number
of whole calendar months in the gap period, counting
the month of distribution if distribution occurs
after the 15th of such month; or

(c) Other alternative methods: The
income or loss allocable to a participant's excess
elective deferrals for a taxable year (and the gap
period, if so elected by the Committee) may be
determined by applying any reasonable method selected
by the Committee, provided such method is used
consistently for all participants and for all
corrective distributions under the plan for the
taxable year, and is used by the plan for allocating
income or loss to participants' accounts.

Notwithstanding the above, the determination of income or loss
attributable to a participant's excess elective deferrals
shall be made in all respects in accordance with Section
1.402(g)-1(e)(5) of the Income Tax Regulations.

2.1.4 Limitations on elective deferrals:

(i) Actual deferral percentage: With respect to
any plan year beginning on or after January 1, 1987, the ADP
for the group of highly compensated participants for each plan
year shall bear to the ADP for the group of all non-highly
compensated participants for the same plan year a relationship
that satisfies either of the following tests:

(a) The ADP for the group of highly
compensated participants for the plan year is not
more

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<PAGE> 71

than the ADP for the group of non-highly compensated
participants for the same plan year multiplied by
1.25; or

(b) The ADP for the group of highly
compensated participants for the plan year is not more
than the ADP for the group of non-highly compensated
participants for the same plan year multiplied by 2.0,
and the excess of the ADP for the group of highly
compensated participants over that of all non-highly
compensated participants is not more than two
percentage points (or such lesser amount as the
Secretary of the Treasury shall prescribe by
regulation to prevent the multiple use of this
alternative limitation with respect to any highly
compensated participant).

(ii) Special rules for calculating the ADP:

(a) The ADP for any highly compensated
participant for the plan year who is eligible to have
elective deferrals (and qualified non-elective
contributions or qualified matching contributions, or
both, if treated as elective deferrals for purposes
of the ADP test) allocated to his account under two
or more arrangements described in Section 401(k) of
the Code that are maintained by the Employer shall be
determined as if such elective deferrals (and if
applicable, qualified matching contributions or
qualified non-elective contributions or both) were
made under a single arrangement. If a highly
compensated employee participates in two or more cash
or deferred arrangements that have different plan
years, all cash or deferred arrangements ending with
or within the same calendar year shall be treated as
a single arrangement. Notwithstanding the foregoing,
certain plans shall be treated as separate if
mandatorily disaggregated under regulations under
Section 401(k) of the Code.

(b) In the event that this plan
satisfies the requirements of Sections 401(k), 401(a)
(4), or 410(b) of the Code only if aggregated with
one or more other plans, or if one or more other
plans satisfy the requirements of such sections of
the Code only if aggregated with this plan, then the
ADP test shall be applied by determining the actual
deferral percentages of employees as if all such
plans were a single plan. For plan years beginning
after December 31, 1989, plans may be aggregated in
order to satisfy Section 401(k) of the Code only if
they have the same plan year.

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<PAGE> 72
(c) For purposes of determining the ADP
test, elective deferrals, qualified non-elective
contributions, and qualified matching contributions
must be made before the last day of the 12-month
period immediately following the plan year to which
such contributions relate.

(d) The Employer shall maintain records
sufficient to demonstrate satisfaction of the ADP
test and the amount of qualified non-elective
contributions or qualified matching contributions, or
both, used in such test.

(e) Notwithstanding anything to the

contrary in the plan, the determination and treatment
of elective deferrals and the ADP of any participant
shall satisfy Section 1.401(k)-1(b) of the Income Tax
Regulations and such other requirements as may be
prescribed by the Secretary of the Treasury.

(iii) Distribution of excess contributions:

(a) Notwithstanding any other provisions
of the plan and except as otherwise provided in
Section 2.1.4(iii)(e), excess contributions, plus any
income and minus any loss allocable thereto, shall be
distributed no later than the last day of each plan
year to participants to whose accounts such excess
contributions were allocated for the preceding plan
year. If such excess amounts are distributed more
than two and one-half months after the last day of
the plan year in which such excess amounts arose, a
ten percent excise tax will be imposed on the
Employer with respect to such amounts. Such
distributions shall be made to highly compensated
participants on the basis of the respective portions
of the excess contributions attributable to each
of such employees. Excess contributions of
participants who are subject to the family member
aggregation rules shall be allocated among the family
members in proportion to the elective deferrals (and
amounts treated as elective deferrals) of each family
member that is combined to determine the combined ADP.

(b) Excess contributions (including the
amounts recharacterized as employee after-tax
contributions) shall be treated as annual additions
under the plan.

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<PAGE> 73
pursuant to this Section for a Plan Year shall be
reduced by any Excess Elective Deferrals previously
distributed to the Participant for the Participant's
taxable year ending with or within such Plan Year.

(d) Determination of income or loss:
Excess contributions shall be adjusted for income or
loss up to the date of distribution, provided that the
Committee may disregard income or loss allocable to
the period between the end of the plan year and the
date such excess contributions are distributed (the
"gap period") in determining income or loss. The
income or loss allocable to a participant's excess
contributions for a plan year shall be determined
under one of the following methods selected by the
Committee:

(I) General method: The income or
loss allocable to a participant's excess
contributions for a plan year shall be
determined by multiplying the income or loss
allocable to the participant's account
attributable to elective deferrals (and
qualified non-elective contributions and/or
qualified matching contributions, if any of
such contributions are included in the ADP
test) for the plan year (and the gap period,
if so elected by the Committee) by a
fraction. The numerator of such fraction is
the participant's excess contributions for the
plan year and the denominator is the sum of:
(A) the balance of the participant's account
attributable to elective deferrals (and
qualified non-elective contributions and/or
qualified matching contributions, if any of
such contributions are included in the ADP
test) as of the beginning of the plan year,
plus (B) the participant's elective deferrals
(and qualified non-elective contributions
and/or qualified matching contributions, if
any of such contributions are included in the
ADP test) for the plan year (and the gap
period, if so elected by the Committee);

(II) Safe harbor method: The income
or loss allocable to a participant's excess
contributions for a plan year shall be
determined by adding

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<PAGE> 74
(A) the amount determined in subparagraph (I)
above with respect to the participant for the
plan year (without regard to the gap period),
plus (B) the amount determined by multiplying
ten percent of the amount determined under
"(A)" above by the number of whole calendar
months in the gap period, counting the month
of distribution if distribution occurs after
the 15th of such month; or

(III) Other alternative methods: The
income or loss allocable to a participant's
excess contributions for a plan year (and the
gap period, if so elected by the Committee)
may be determined by applying any reasonable
method for computing the income or loss
allocable to excess contributions, provided
such method is used consistently for all
participants and for all corrective
distributions under the plan for the plan
year, and is used by the plan for allocating
income or loss to participants' accounts.

Notwithstanding the above, the determination of
income or loss attributable to a participant's excess
contributions shall be made in all respects in
accordance with Section 1.401(k)-1(f)(4) of the
Income Tax Regulations.

(d) Accounting for excess contributions:
Unless otherwise prescribed by the Committee, amounts
distributed under Section 2.1.4(iii) shall first be
treated as distributions from the participant's
elective deferral account and qualified matching
contribution account (if applicable) in proportion to
the participant's elective deferrals and qualified
matching contributions (to the extent used in the ADP
test) for the plan year. Excess contributions shall
be distributed from the participant's qualified
non-elective contribution account only to the extent
that such excess contributions exceed the balance in
the participant's elective deferral account and
qualified matching contribution account.

(e) Recharacterization: If the Employer
elects in the Adoption Agreement to allow employee
after-tax contributions, the Employer may treat a
participant's excess contributions (without
adjustment for

23
<PAGE> 75

income or loss allocable thereto) as an amount
distributed to the participant and then contributed by
the participant to the plan. Recharacterized amounts
will remain allocated to a participant's elective
deferral account, together with any earnings allocated
to such recharacterized amounts, and will continue to
be subject to the same distribution requirements as
elective deferrals. Amounts may not be recharacterized
by a highly compensated participant to the extent that
such amounts in combination with other employee
after-tax contributions made by that employee would
exceed any stated limit under the plan for employee
after-tax contributions. Recharacterization must occur
no later than two and one-half months after the last
day of the plan year in which such excess
contributions arose and is deemed to occur no earlier
than the date the last highly compensated participant
is informed in writing of the amount recharacterized
and the consequences thereof. Recharacterized amounts
will be taxable to the participant for the
participant's taxable year in which the participant
would have received them in cash.

2.1.5 Qualified non-elective contributions: In lieu of
distributing or recharacterizing excess contributions as provided in
Section 2.1.4 above, the Employer shall be authorized to make such
qualified non-elective contributions on behalf of those employees
designated in the Adoption Agreement as shall be needed to satisfy the
ADP test described in Section 2.1.4(i) of the plan or the ACP test
described in Section 2.3.6(i) of the plan, or both, pursuant to the
Income Tax Regulations. Qualified non-elective contributions may be
treated as elective deferrals under the ADP test only if the
conditions described in Section 1.401(k)-1(b)(5) of the Income Tax
Regulations are satisfied.

2.1.6 Separate accounts: The Committee shall maintain a
separate account, designated as the participant's "elective deferral
account," with respect to that portion of the participant's accrued
benefit that is attributable to elective deferrals. The Committee
shall maintain a separate account, designated as the participant's
"qualified non-elective contribution account," with respect to that
portion of the participant's accrued benefit that is attributable to
qualified non-elective contributions. Each separate account shall be
credited with the applicable contributions, earnings and losses,
distributions, and other adjustments in the manner provided in Section
7.

2.1.7 Vesting: A participant's elective deferral account
and qualified non-elective contribution account shall be
nonforfeitable at all times.

2.1.8 Allocation of elective deferral and qualified
non-elective contributions: The Employer shall contribute and
allocate to each participant's elective deferral account on each
adjustment date an amount equal to the amount of the participant's
elective deferrals made pursuant to his salary reduction agreement
since the preceding adjustment date. Qualified non-elective
contributions shall be allocated to the accounts of those employees
designated in the Adoption Agreement in the manner elected by the
Employer

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<PAGE> 76

in the Adoption Agreement. Under no circumstances may elective
deferrals be contributed and allocated to the trust under the plan
later than 30 days after the close of the plan year for which the
contributions are deemed to be made, or such other time as provided in
applicable Income Tax Regulations. Qualified non-elective
contributions must actually be paid to the trust no later than the end
of the 12-month period immediately following the plan year with
respect to which the contribution is allocated.

2.2 EMPLOYEE AFTER-TAX CONTRIBUTIONS:

2.2.1 Employee after-tax contributions: If the Employer so
specifies in the Adoption Agreement, each participant may at his
option make employee after-tax contributions to the plan in the form
of cash through payroll deduction, subject to such limitations and
requirements as shall be determined by the Committee. The Employer
shall deliver such contributions to the Trustee as soon as practicable
following each payroll date, along with a designation of the
participants to whose employee after-tax contribution accounts the
contributions are to be credited and such other information as the
Trustee shall reasonably require. Employee after-tax contributions
made with respect to plan years beginning on and after January 1, 1987
must comply with the average contribution percentage test described in
Section 401(m) of the Code.

2.2.2 Administrative rules governing employee after-tax
contributions:

(i) A participant may elect to commence employee
after-tax contributions as of any entry date specified by the
Employer in the Adoption Agreement. A participant's election
to commence employee after-tax contributions shall remain in
effect until modified or terminated. A participant shall be
afforded a reasonable period at such times as shall be
specified by the Employer in the Adoption Agreement to modify
the amount or frequency of his employee after-tax
contributions. A participant may terminate his election to
make employee after-tax contributions at any time to be
effective on the first day of the next full payroll period.
If not sooner terminated, a participant's election to make
employee after-tax contributions shall terminate automatically
as of the last day of the payroll period in which the
participant shall terminate his service with the Employer.

(ii) The Committee may amend or revoke a
participant's election to make employee after-tax contributions
at any time if the Committee determines that such amendment or
revocation is necessary to ensure that the annual additions (as
defined in Section 23.5.1) to the account of a participant do
not exceed the annual addition limitations (described in
Section 23.1.1) for such participant or that the requirements
of Section 2.3.6 are met for such plan year.

2.2.3 Separate accounts: The Committee shall maintain a
separate account, designated as the participant's "employee after-tax
contribution account," with respect to that portion of a participant's
accrued benefit that is attributable to his employee after-tax
contributions. The employee after-tax contribution account of a
participant shall be credited with the participant's employee
after-tax contributions, earnings and losses, distributions, and
adjustments in the manner provided in Section 7. In no event shall
any

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<PAGE> 77
forfeiture under the plan be allocated to the participant's
employee after-tax contribution account.

2.2.4 Vesting: The employee after-tax contribution account
of each participant shall be nonforfeitable at all times.

2.3 MATCHING CONTRIBUTIONS:

2.3.1 Matching contributions: If elected by the Employer
in the Adoption Agreement, the Employer shall make matching
contributions to the plan in cash and/or shares of Employer stock, if
the Employer shall elect in the Adoption Agreement to permit plan
assets to be invested in Employer stock. The amount of such matching
contributions shall be calculated by reference to the participant's
elective deferrals and/or employee after-tax contributions as
specified by the Employer in the Adoption Agreement.

2.3.2 Qualified matching contributions: The Employer shall
be authorized to make such qualified matching contributions to the
accounts of those employees designated in the Adoption Agreement as
shall be needed to satisfy the ADP test described in Section 2.1.4 of
the plan. The amount of such qualified matching contributions to be
taken into account for the ADP test shall be determined each plan year
by the Employer. Qualified matching contributions may be treated as
elective deferrals under the ADP test only if the conditions described
in Section 1.401(k)-1(b)(5) of the Income Tax Regulations are
satisfied.

2.3.3 Separate accounts: The Committee shall maintain a
separate account, designated as the participant's "matching
contribution account," with respect to that portion of a participant's
accrued benefit that is attributable to matching contributions. If
all matching contributions made by the Employer do not satisfy the
requirements of qualified matching contributions, then the Committee
shall maintain a separate account, designated as the participant's
"qualified matching contribution account," with respect to that
portion of the participant's accrued benefit that is attributable to
qualified matching contributions. Each separate account shall be
credited with the applicable contributions, earnings and losses,
distributions, and other adjustments in the manner provided in
Section 7.

2.3.4 Vesting: Matching contributions shall be vested in
accordance with the Employer's election in the Adoption Agreement. In
any event, matching contributions shall be nonforfeitable upon the
occurrence of an event described in Section 5.1. A participant's
qualified matching contribution account shall be nonforfeitable at all
times.

2.3.5 Forfeitures of matching contributions: Forfeitures
of matching contributions other than excess aggregate contributions
shall be made in accordance with the forfeiture provisions elected by
the Employer in the Adoption Agreement. Notwithstanding any provision
in the plan to the contrary, if all or part of a participant's
elective deferrals or employee after-tax contributions is treated as
an excess elective deferral, an excess contribution, or an excess
aggregate contribution, any matching contribution made with respect to
such elective deferral or employee after-tax contribution, as
appropriate, adjusted for income and losses allocable thereto, and
which is not distributed or forfeited in order to enable the plan to
comply with the ACP test in

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<PAGE> 78
Section 2.3.6, shall be forfeited by the participant on or before the
March 15 next following the end of the plan year for which the matching
contribution was made (the "forfeiture date"). The income or loss
allocable to the forfeited matching contribution for the plan year of
such matching contribution shall be determined in the same manner as
for excess aggregate contributions under Section 2.3.6.

2.3.6 Limitations on matching contributions and employee
after-tax contributions:

(i) Average contribution percentage: With
respect to any plan year beginning on or after January 1,
1987, the ACP for the group of highly compensated participants
for each plan year shall bear to the ACP for the group of all
non-highly compensated participants for the same plan year a
relationship that satisfies either of the following tests:

(a) The ACP for the group of highly
compensated participants for the plan year is not more
than the ACP for the group of all non-highly
compensated participants for the same plan year
multiplied by 1.25; or

(b) The ACP for the group of highly
compensated participants for the plan year is not more
than the ACP for the group of all non-highly
compensated participants for the plan year multiplied
by 2.0, and the excess of the ACP for highly
compensated participants over that of all non-highly
compensated participants is not more than two
percentage points (or such lesser amount as the
Secretary of the Treasury shall prescribe by
regulations to prevent the multiple use of this
alternative limitation with respect to any highly
compensated participant).

(ii) Special rules for calculating the ACP:

(a) The following rules shall be applied
to prevent the multiple use of the alternative
limitation (as defined Section 1.402(m)-2 of the
Income Tax Regulations) with respect to any plan
year. If one or more highly compensated participants
participate in both a CODA and a plan subject to the
ACP test maintained by the Employer, and the sum of
the ADP and ACP of those highly compensated employees
subject to either or both tests exceeds the aggregate
limit, then the ACP of those highly compensated
participants who also participate in a CODA will be
reduced (beginning with the highly compensated
employee whose ACP is the highest) so that the limit
is not exceeded. The amount by which each highly
compensated participant's contribution percentage
amount is reduced shall be treated as an excess
aggregate contribution. The ADP

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<PAGE> 79

and ACP of the highly compensated participants are
determined after any corrections required to meet the
ADP and ACP tests. Multiple use of the alternative
limitation does not occur if both the ADP and ACP of
the highly compensated participants do not exceed 1.25
multiplied by the ADP and ACP of the group of
non-highly compensated participants.

(b) For purposes of this Section 2.3.6,
the contribution percentage for any highly
compensated participant who is eligible to have
contribution percentage amounts allocated to his
account under two or more plans described in Section
401(a) of the Code, or arrangements described in
Section 401(k) of the Code, that are maintained by
the Employer, shall be determined as if the total of
such contribution percentage amounts was made under
each plan. If a highly compensated employee
participates in two or more cash or deferred
arrangements that have different plan years, all cash
or deferred arrangements ending with or within the
same calendar year shall be treated as the same
arrangement. Notwithstanding the foregoing, certain
plans shall be treated as separate if mandatorily
disaggregated under regulations under Section 401(m)
of the Code.

(c) In the event that this plan
satisfies the requirements of Section 401(m),
401(a)(4), or 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other
plans satisfy the requirements of such Sections of
the Code only if aggregated with this plan, then the
ACP test shall be applied by determining the
contribution percentages of participants as if all
such plans were a single plan. For plan years
beginning after December 31, 1989, plans may be
aggregated in order to satisfy Section 401(m) of the
Code only if they have the same plan year.

(d) For purposes of the ACP test,
employee after-tax contributions are considered to
have been made in the plan year in which contributed
to the trust. Matching contributions and qualified
non-elective contributions will be considered made
for a plan year if made no later than the end of the
12-month period beginning on the day after the close
of the plan year.

(e) The Sponsor shall maintain records
that enable it (i) to monitor the Employer's
compliance with the requirements of Section 401(m) of
the Code, (ii) to perform the ACP test for the
Employer for the plan

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<PAGE> 80

year, and (iii) to notify the Employer if it is
required to correct any excess aggregate
contributions.

(f) Notwithstanding anything to the
contrary in the plan, the determination and treatment
of employee after-tax contributions and matching
contributions and the contribution percentage of any
participant shall satisfy Section 1.401(m)-1(b) of
the Income Tax Regulations and such other
requirements as may be prescribed by the Secretary of
the Treasury.

(iii) Distribution of excess aggregate
contributions:

(a) General rule: Notwithstanding any
other provision of this plan, excess aggregate
contributions, plus any income and minus any loss
allocable thereto, shall be forfeited, if
forfeitable, or if not forfeitable, distributed no
later than the last day of each plan year to
participants to whose accounts such excess aggregate
contributions were allocated for the preceding plan
year. Excess aggregate contributions of participants
who are subject to the family member aggregation
rules shall be allocated among the family members in
proportion to the contribution percentage amount of
each family member that is combined to determine the
combined ACP. If such excess aggregate contributions
are distributed more than two and one-half months
after the last day of the plan year in which such
excess amounts arose, a ten percent excise tax will
be imposed on the Employer maintaining the plan with
respect to those amounts. Excess aggregate
contributions shall be treated as annual additions
under the plan. The distribution (or forfeiture, if
applicable) of excess aggregate contributions shall
be made on the basis of the respective portions of
such amounts attributable to each highly compensated
employee.

(b) Determination of income or loss:
Excess aggregate contributions shall be adjusted for
income or loss up to the date of distribution,
provided that the Committee may disregard income or
loss allocable to the period between the end of the
plan year and the date such excess aggregate
contributions are distributed in determining income
or loss (the "gap period"). The income or loss
allocable to a participant's excess aggregate
contributions for a plan year shall be determined
under one of the following methods selected by the
Committee:

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<PAGE> 81

(I) General method: The income or
loss allocable to a participant's excess
aggregate contributions for a plan year shall
be determined by multiplying the income or
loss allocable to the participant's account
attributable to contribution percentage
amounts for the plan year (and the gap
period, if so elected by the Committee) by a
fraction. The numerator of such fraction is
the participant's excess aggregate
contributions for the plan year and the
denominator is the sum of: (A) the balance
of the participant's account attributable to
the contribution percentage amounts as of the
beginning of the plan year, plus (B) the
participant's contribution percentage amounts
for the plan year (and the gap period, if so
elected by the Committee);

(II) Safe harbor method: The income
or loss allocable to a participant's excess
aggregate contribution for a plan year shall
be determined by adding (A) the amount
determined in subparagraph (I) above with
respect to the participant for the plan year
(without regard to the gap period), plus (B)
the amount determined by multiplying ten
percent of the amount determined under "(A)"
above by the number of whole calendar months
in the gap period, counting the month of
distribution if distribution occurs after the
15th of such month; or

(III) Other alternative methods:
The income or loss allocable to a
participant's excess aggregate contribution
for a plan year (and the gap period, if so
elected by the Committee) may be determined by
applying any reasonable method for computing
the income or loss allocable to excess
aggregate contributions, provided such method
is used consistently for all participants and
for all corrective

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<PAGE> 82

distributions under the plan for the plan
year, and is used by the plan for allocating
income or loss to participants' accounts.

Notwithstanding the above, the determination of
income or loss attributable to a participant's excess
aggregate contributions shall be made in all respects
in accordance with Section 1.401(m)-1(e)(3) of the
Income Tax Regulations.

(c) Treatment of forfeitures of excess
aggregate contributions: Forfeitures of excess
aggregate contributions shall be treated in the same
manner as elected by the Employer in the Adoption
Agreement with respect to forfeitures of matching
contributions, except that if such forfeitures are
reallocated, they shall only be reallocated among the
accounts of non-highly compensated participants.
Amounts forfeited by highly compensated participants
under this Section 2.3 shall be treated as annual
additions under the plan.

(d) Accounting for excess aggregate
contributions: Unless otherwise prescribed by the
Committee, excess aggregate contributions shall be
forfeited, if forfeitable, or distributed on a pro
rata basis from the participant's employee after-tax
contribution account, matching contribution account,
and qualified matching contribution account (and, if
applicable, the participant's qualified non-elective
contribution account or elective deferral account, or
both).

(e) Order of determination: The
determination of the excess aggregate contributions
shall be made after first determining the excess
elective deferrals, and then determining the excess
contributions under the plan.

2.4. DISCRETIONARY EMPLOYER CONTRIBUTIONS: The Employer
shall contribute to the trust for the taxable year of the Employer that ends
with or within the plan year such amount as provided in the Adoption Agreement.
Discretionary Employer contributions may be made in cash and/or shares of
Employer stock, if the Employer shall elect in the Adoption Agreement to permit
plan assets to be invested in Employer stock. The Committee shall maintain a
separate account, designated as the participant's "discretionary Employer
contribution account," with respect to that portion of the participant's
accrued benefit that is attributable to discretionary Employer contributions
under the plan. Subject to the provisions of Sections 22 and 23, any
discretionary Employer contribution shall be allocated as of each adjustment
date as specified by the Employer in the Adoption Agreement. The discretionary
Employer contribution account shall be vested in accordance with the Employer's
election in the Adoption Agreement, and adjusted as of each adjustment date in
accordance with the provisions of Section 7.

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<PAGE> 83

2.5 VOLUNTARY DEDUCTIBLE EMPLOYEE CONTRIBUTIONS: A
participant may not make voluntary deductible employee contributions to the
plan with respect to his taxable years beginning after December 31, 1986. The
Committee shall maintain a separate account, designated as the participant's
"deductible contribution account," with respect to each participant who had
made such voluntary deductible employee contributions under a predecessor plan
prior to January 1, 1987. The deductible contribution account of each
participant shall be nonforfeitable and shall be adjusted as of each adjustment
date in accordance with the provisions of Section 7. In no event shall any
forfeiture under the plan be allocated to the participant's deductible
contribution account. Assets in the participant's deductible contribution
account may be commingled for investment with other funds of the trust.

2.6 MANDATORY EMPLOYEE CONTRIBUTIONS: A participant
shall not be required to make contributions to the trust for any plan year
beginning on or after the effective date of the plan. The Committee shall
maintain a separate account, designated as the participant's "mandatory
contribution account," with respect to each participant having made mandatory
contributions under a predecessor plan. The mandatory contribution account of
each participant shall be nonforfeitable and shall be adjusted as of each
adjustment date in accordance with the provisions of Section 7. In no event
shall any forfeiture under the plan be allocated to the participant's mandatory
contribution account. Assets in the participant's mandatory contribution
account may be commingled for investment with other funds of the trust.

2.7 MAXIMUM CONTRIBUTION PERMITTED: In no event shall
the total contribution made under this Section 2 for any plan year exceed the
maximum amount deductible for federal income tax purposes by the Employer for
the taxable year. Each contribution to the plan shall be made conditional upon
being deductible under Section 404 of the Code and upon the plan being
qualified under Section 401(a) of the Code for the plan year for which such
contribution is made.

2.8 REQUIREMENT OF CURRENT OR ACCUMULATED NET PROFITS:
Elective deferrals, qualified non-elective contributions, matching
contributions, and qualified matching contributions shall be made by the
Employer to the plan without regard to the current or accumulated net profits
of the Employer. If elected by the Employer in the Adoption Agreement,
discretionary Employer contributions may be made pursuant to Section 2.4
without regard to the current or accumulated net profits of the Employer.

SECTION 3. RETIREMENT; TERMINATION OF SERVICE; DEATH;
ENTRY OF QUALIFIED DOMESTIC RELATIONS ORDER:

3.1 NORMAL RETIREMENT: A participant who is in service
may retire from service at his normal retirement date.

3.2 EARLY RETIREMENT: If so specified by the Employer in
the Adoption Agreement, and subject to the requirements for early retirement
set forth therein, a participant may elect early retirement effective as of any
adjustment date prior to his normal retirement date by filing written notice
with the Committee on or before such adjustment date. Such election shall be
irrevocable when filed.

3.3 DELAYED RETIREMENT: If a participant shall remain in
service following his normal retirement date, his retirement date shall be the
date he shall actually retire. During the period that such participant remains
in service pursuant to this Section 3.3, he shall continue to participate for
and including each plan year in which he meets the requirements therefor. If
an employee not otherwise a participant becomes eligible to enter the plan
following his normal retirement date, the provisions of this Section 3.3 shall
apply in determining his retirement date.

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<PAGE> 84

3.4 DEATH: If a participant dies, his vested accrued
benefit shall be paid to his beneficiary pursuant to the provisions of Section
4.2.

3.5 DISABILITY: If a participant suffers disability
while in service, he may elect to retire as of any adjustment date following
the establishment of his disability by filing written notice with the Committee
on or before such adjustment date. Such election shall be irrevocable when
filed.

3.6 TERMINATION OF SERVICE: The following provisions
shall apply in the event a participant terminates service before he is eligible
to retire under the plan:

3.6.1 Distribution election: Such participant may elect to
receive a distribution of his vested accrued benefit as of the
termination adjustment date specified in the Adoption Agreement, or to
defer such distribution until a later date provided in this Section
3.6. The Committee shall notify the participant of his rights under
this Section 3.6.1 at least 30 days, but in no event more than 90
days, prior to the termination adjustment date. Such notification
shall include a general description of the material features and an
explanation of the relative values of the optional forms of benefit
available under the plan. The participant's election shall be
submitted in writing to the Committee on or before the participant's
termination adjustment date. Such election shall be irrevocable when
filed, except that the election shall be disregarded if the participant
is in service when benefit payments are to commence. If the
participant elects to receive a distribution of his vested accrued
benefit as of the termination adjustment date, the manner of
distribution shall be determined under Section 4.1 as if the
termination adjustment date were the normal retirement date of the
participant. The Committee shall advise each participant that the
taxable portion of his distribution may be subject to mandatory 20%
federal income tax withholding, unless the participant elects to make a
direct transfer of the taxable portion of such distribution to another
qualified retirement plan or individual retirement arrangement in
accordance with Section 19.2. In addition, if a distribution is made
to a participant pursuant to Section 4.1 before he attains age 55, the
Committee shall advise him that the taxable portion of the
distribution may be subject to an additional ten percent income tax.

3.6.2 Deferred distribution election: If the participant
has elected not to receive his vested accrued benefit pursuant to
Section 3.6.1, he may elect to receive his vested accrued benefit as
of the adjustment date coincident with or next following the date on
which he satisfies the age requirement for early retirement (the
"early retirement adjustment date"). This Section 3.6.2 shall only
apply if the plan permits early retirement and the participant has
satisfied any service requirement but not the age requirement therefor
at the time of his termination from service. The Committee shall
notify such participant of his rights under this Section 3.6.2, and
the participant shall make the election provided in this Section
3.6.2, at the time and in the manner described in Section 3.6.1,
treating for this purpose the early retirement adjustment date as if
it were the termination adjustment date.

3.6.3 Distribution in the absence of an election: If the
vested accrued benefit of the participant is not distributed pursuant
to Section 3.6.1, it shall be held under the plan for future payment
until the first to occur of: (i) his death; (ii) his election to
receive his vested accrued benefit as of his early retirement
adjustment date pursuant to Section 3.6.2; or (iii) the later of his
normal retirement age or age 62, whereupon it shall be distributed to
him or his beneficiary, as the case may be, in the manner provided in

33
<PAGE> 85

Section 4. If elected by the Employer in the Adoption Agreement, the
amount of the vested accrued benefit which shall be held for the
participant under this Section 3.6.3 shall be set aside in a special
account (the "deferred payment account"). The Trustee shall segregate
the deferred payment account from the general assets of the trust as
of the participant's termination adjustment date. The deferred
payment account shall be invested by the Trustee in short-term,
interest-bearing securities or certificates which may be readily
converted to cash without penalty, and which provide for maximum
safety of principal (the "conservative investments"). The deferred
payment account shall be subject to adjustment as of each adjustment
date in the manner specified in the applicable provisions of Section 7,
treating for this purpose the assets in which the deferred payment
account are invested as if they composed the entire trust fund. If a
deferred payment account is established pursuant to this Section 3.6.3
and the Trustee maintains directed investment funds (as defined in
Section 8.1.1), in lieu of investing the deferred payment account in
the conservative investments, at the direction of the Committee the
deferred payment account may be invested by the Trustee in the most
conservative directed investment fund as designated by the Committee
and adjusted in the manner provided in Section 8.1.2. Notwithstanding
the foregoing, if the Employer has authorized participant directed
investments under the plan, only that portion of the terminated
participant's vested accrued benefit which is not credited to his
directed separate accounts (as defined in Section 8.1) as of his
termination adjustment date, if any, shall be transferred to a deferred
payment account and invested in the manner provided in this Section
3.6.3. If elected by the Employer in the Adoption Agreement, such
terminated participant may be permitted to continue to direct the
investment of his directed separate accounts in accordance with Section
8, until his vested accrued benefit is paid to him or his beneficiary
in full as provided in this Section 3.6.3. If a participant is not
permitted to direct the investment of his directed separate accounts
following his termination of service, the amounts credited to the
participant's directed separate accounts will be transferred as of his
termination adjustment date to the most conservative directed
investment fund designated by the Committee.

3.7 CASH-OUT DISTRIBUTIONS: Notwithstanding any other
provision of the plan, if the vested accrued benefit of a participant does not
exceed $3,500 as of the adjustment date coincident with or next following the
date of his termination of service for any reason, including death, and such
vested accrued benefit has never exceeded $3,500 as of the date of any prior
distribution under the plan, then his vested accrued benefit shall be
automatically paid in a lump sum as soon as administratively feasible after
such adjustment date to the person entitled thereto without regard to any
election made by the participant and without the consent of the participant or
the participant's spouse. For purposes of this Section 3.7, if the value of a
participant's vested accrued benefit is zero, the participant shall be deemed
to have received distribution of such vested accrued benefit. The Committee
shall advise each participant that the taxable portion of his cash-out
distribution may be subject to mandatory 20% federal income tax withholding,
unless the participant elects to make a direct transfer of the taxable portion
of such distribution to another qualified retirement plan or individual
retirement arrangement in accordance with Section 19.2. In addition, if a
distribution is made to a participant before he attains age 59 1/2, the
Committee shall advise him that the taxable portion of the distribution may be
subject to an additional ten percent income tax.

3.8 LIMITATIONS ON CERTAIN DISTRIBUTIONS: Except as
provided in the Adoption Agreement, elective deferrals, qualified non-elective
contributions, qualified matching contributions, and income allocable thereto
are not distributable to the participant, or the participant's beneficiary,
earlier than upon separation from service, death, or disability of the
participant.

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<PAGE> 86
3.9 ENTRY OF A QUALIFIED DOMESTIC RELATIONS ORDER: If
the participant's accrued benefit becomes subject to a qualified domestic
relations order within the meaning of Section 414(p) of the Code, the alternate
payee's benefit shall be paid pursuant to the provisions of Section 4.5.

SECTION 4. PAYMENT OF BENEFITS:

4.1 DISTRIBUTION OF ACCRUED BENEFITS: Subject to the
provisions of Section 9 relating to the distribution of Employer stock, the
following provisions of this Section 4 shall apply to any distribution of a
participant's accrued benefit under the plan:

4.1.1 Payment of benefits following retirement: A
participant may elect to have the value of his vested accrued benefit
determined as of the close of business of the plan on the adjustment
date coincident with or next following the date he retires pursuant to
Section 3.1, 3.2, 3.3, or 3.5, or as of such later adjustment date as
he may elect pursuant to Section 4.1.2, and to have such amount paid
to him, or applied for his benefit, in one of the following options,
as designated by the Employer in the Adoption Agreement:

(i) Term certain: Subject to the provisions of
Section 4.1.2, payment of the vested accrued benefit to him in
approximately equal monthly installments over a whole number
of years not exceeding the life expectancy of the participant
or the joint life expectancy of the participant and his
designated beneficiary, provided that, if this plan is not an
amendment of a prior plan and is not the transferee of assets
from another plan maintained by the Employer, the maximum
number of years over which installment distributions will be
made under the plan shall be ten.

(ii) Lump sum: Payment of the vested accrued
benefit to him in a single lump sum.

4.1.2 Special distribution rules: In applying the
foregoing provisions of Section 4.1.1, the following special
provisions shall apply:

(i) Any election of a distribution option
described in Section 4.1.1 shall be made in writing on a form
to be provided by the Committee and filed with the Committee
on or before the adjustment date as of which payment is to
commence. Such election shall be irrevocable on or after such
adjustment date (except as otherwise provided in paragraph (v)
of this Section 4.1.2). If a participant shall fail to
designate one of the distribution options described in Section
4.1.1, his vested accrued benefit shall be paid to him in a
single lump sum.

(ii) Any distribution made pursuant to Section
4.1.1 shall commence as soon as practicable following the
adjustment date as of which the participant's vested accrued
benefit is determined. A participant must be informed of his
right to defer the commencement of the distribution of his
vested accrued benefit to any adjustment date following his
retirement. Prior to any adjustment date elected by a

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<PAGE> 87

participant, such participant may elect to defer commencement
thereof to a subsequent adjustment date. Such election shall
be filed in writing with the Committee prior to the adjustment
date as of which his benefit would otherwise commence. Such
election may be revoked or changed as of any adjustment date
between the date filed and the adjustment date to which the
vested accrued benefit is deferred by filing a written
revocation or change with the Committee prior to the
adjustment date as of which the revocation or change is to be
effective. If a participant shall fail to designate an
adjustment date as of which the distribution of his vested
accrued benefit shall begin, he shall be deemed to have
elected to defer such distribution until the adjustment date
coincident with or immediately following the later of (a) his
attainment of his normal retirement age or (b) his termination
of service. Notwithstanding any such election (or deemed
election) to defer the distribution of his vested accrued
benefit, a participant's vested accrued benefit must be
distributed, or begin to be distributed, no later than his
required beginning date (as defined in Section 4.4.6) in one
of the distribution options described in Section 4.1.1, as
elected by the participant.

(iii) Unless a participant shall elect to defer the
commencement of payment of his vested accrued benefit, such
payment must commence within 60 days following the last
adjustment date for the plan year in which occurs the latest
of: (a) the participant's attainment of age 65 (or normal
retirement age, if earlier); (b) the tenth anniversary of the
year in which the participant commenced participation in the
plan; or (c) the participant's retirement or termination of
service for any other reason. In the event that, within the
applicable 60-day period, the amount of the payment to
commence cannot be determined or the recipient thereof cannot
be located after a reasonable effort has been made to locate
him, payments retroactive to the close of such 60-day period
shall be made within 60 days after the amount has been
determined or the recipient has been located, whichever shall
be applicable. Notwithstanding the foregoing, the failure of
a participant to elect to receive a distribution under
Sections 3.6.1 or 3.6.2 shall be deemed to be an election to
defer commencement of payment sufficient to satisfy the
requirements of this paragraph (iii).

(iv) If a participant's vested accrued benefit is
to be distributed pursuant to the term certain option
described in Section 4.1.1(i), each annual distribution made
pursuant to such option must satisfy the following
requirements:

(a) The amount required to be
distributed for each calendar year, beginning with
the first distribution calendar year (as defined in
Section 4.4.3), must at least equal the quotient
obtained by dividing the participant's benefit (as
defined in Section 4.4.5) by the applicable life
expectancy (as defined in Section 4.4.1).

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<PAGE> 88

(b) For calendar years beginning before
January 1, 1989, if the participant's spouse is not
the designated beneficiary (as defined in Section
4.4.2), the term certain option elected must assure
that at least 50% of the present value of the amount
available for distribution is paid within the life
expectancy of the participant.

(c) For calendar years beginning after
December 31, 1988, the amount to be distributed each
year, beginning with the distribution for the first
distribution calendar year shall not be less than the
quotient obtained by dividing the participant's
benefit by the lesser of the applicable life
expectancy or, if the participant's spouse is not the
designated beneficiary, the applicable divisor
determined from the table set forth in Q&A-4 of
Section 1.401(a)(9)-2 of the Income Tax Regulations.
Distributions after the death of the participant
shall be distributed using the applicable life
expectancy determined for purposes of subparagraph
(a) above as the relevant divisor without regard to
Section 1.401(a)(9)-2 of the Income Tax Regulations.

(d) The minimum distribution required
for the participant's first distribution calendar
year must be made on or before the participant's
required beginning date. The minimum distributions
for other calendar years, including the minimum
distributions for the distribution calendar year in
which the participant's required beginning date
occurs, must be made on or before December 31 of that
distribution calendar year.

(v) Upon a written direction to the Committee
prior to any adjustment date by a participant who is receiving
benefit payments pursuant to the term certain option described
in Section 4.1.1(i), the participant may direct that the
balance of the participant's vested accrued benefit be paid in
a single lump sum payment as of the adjustment date such
written direction becomes effective. If a participant marries
or remarries following the adjustment date as of which
payments commenced under Section 4.1.1(i), his "spouse" for
purposes of Section 4.2 shall mean the spouse on such
adjustment date.

(vi) Notwithstanding the foregoing provisions of
this Section 4.1, if a participant who is receiving benefit
payments pursuant to the term certain option described in
Section 4.1.1(i) shall reenter service prior to his normal
retirement date, such payments shall cease during the period
that he is in service. When he subsequently retires, dies, or
otherwise terminates service, his then vested accrued benefit
shall be payable to or with respect to him pursuant to the
applicable provisions

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<PAGE> 89

of the plan; provided, however, that payments must recommence
no later than the participant's required beginning date.

4.2 PAYMENT OF DEATH BENEFITS:

4.2.1 Payment of death benefits restricted to lump sums:
This Section 4.2.1 shall only apply if this plan is (i) a newly
adopted plan, or (ii) an amendment of a prior plan of the Employer or
the transferee of assets from another plan maintained by the Employer
that did not permit the distribution of death benefits in any form
other than a single lump sum. Upon the death of a participant before
or after the distribution of his vested accrued benefit has begun, the
value of the remaining portion of such benefit shall be determined as
of the adjustment date coincident with or next following the date of
the participant's death, and such amount shall be distributed to his
designated beneficiary (as defined in Section 4.2.2(iii)) in a single
lump sum as soon as practicable following such adjustment date.

4.2.2. Payment of death benefits for amended plans: This
Section 4.2.2 shall apply if this plan amends a prior plan of the
Employer or is the transferee of assets from another plan maintained
by the Employer and either such prior or transferee plan permitted the
distribution of death benefits in forms other than a single lump sum.
Upon the death of the participant, the following provisions shall
apply:

(i) If the participant dies after distribution of
his vested accrued benefit has begun, the remaining portion of
such benefit shall be distributed to his designated
beneficiary at least as rapidly as under the method of
distribution in effect at his death. Should the beneficiary
die before receiving all the payments due him, any remaining
payment shall continue to the recipient determined in
accordance with Section 4.2.2(iii).

(ii) If the participant dies before distribution
of his vested accrued benefit begins, the participant's vested
accrued benefit must be distributed no later than December 31
of the calendar year in which occurs the fifth anniversary of
the participant's death, except to the extent that an election
is made to receive distributions under (a) or (b), as follows:

(a) If any portion of the participant's
vested accrued benefit is payable to a designated
beneficiary, distributions may be made in
substantially equal installments over the life or
over a term certain not greater than the life
expectancy of the designated beneficiary commencing
on or before December 31 of the calendar year
immediately following the calendar year in which the
participant died.

(b) If the designated beneficiary is the
participant's surviving spouse, the date
distributions are required to begin in accordance
with (a) above shall not be before the later of
December 31 of the calendar year

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<PAGE> 90

immediately following the calendar year in which the
participant died, or December 31 of the calendar year
in which the participant would have attained age 70
1/2.

If the surviving spouse dies before payments begin, subsequent
distributions shall be made pursuant to this paragraph (ii)
(except for subparagraph (b) hereof) as if the spouse had been
the participant.

(iii) A participant's beneficiary shall be his
surviving spouse, if any; provided, that if he has no
surviving spouse or files a qualified election with the
Committee, the participant may designate another beneficiary
(which may include more than one person, natural or otherwise,
and more than one contingent beneficiary). A "qualified
election" means a beneficiary designation by the participant
on a form provided by the Committee, which contains a consent
and acknowledgment of the effect of such consent executed by
the participant's spouse and witnessed by a representative of
the Committee or a notary public. Consent of the spouse shall
not be required if the spouse cannot be located or other
circumstances exist which excuse obtaining spousal consent
under applicable law or regulations. A participant's
qualified election may be revoked at any time by action of the
participant alone, in which case the participant's spouse
shall be the beneficiary. Any other change in beneficiary
must be made pursuant to a new qualified election. If a
participant fails to designate a beneficiary (other than his
surviving spouse), the death benefit shall be payable to the
participant's estate. If a beneficiary is receiving or
entitled to receive payments from the trust fund and dies
before receiving all payments due him, any remaining payments
shall be made to the contingent beneficiary, or, if there is
no contingent beneficiary, to the estate of the beneficiary.
Any beneficiary may disclaim part or all of any benefit to
which he is entitled by filing a written disclaimer with the
Committee at least ten days before payment of such benefit is
to commence, in a form which shall be satisfactory to the
Committee and irrevocable when filed. Any benefit disclaimed
shall be payable as if the beneficiary who filed the
disclaimer had died on the date of such filing.

(iv) The vested accrued benefit of the participant
shall be payable in the manner provided in Section 4.1
(treating the beneficiary for this purpose as the
participant), as elected by the participant before his death
in writing to the Committee or, if the participant shall not
have made such election, as elected by the beneficiary in
writing to the Committee no later than the first to occur of:
(a) December 31 of the calendar year in which distributions
are required to commence under paragraph (b) above, or (b)
December 31 of the calendar year in which occurs the fifth
anniversary of the participant's death. If the participant
has no designated beneficiary or if the designated beneficiary
fails to elect a method of distribution, distribution of the
participant's vested accrued benefit must be completed by
December 31 of the calendar year in which occurs the fifth
anniversary of the participant's death.

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<PAGE> 91
(v) For purposes of this Section 4.2.2, any
amount paid to a child of the participant shall be treated as
if it had been paid to the surviving spouse if the amount
becomes payable to the surviving spouse when the child reaches
the age of majority.

(vi) Upon a written direction to the Committee
prior to any adjustment date by a beneficiary who is receiving
benefit payments pursuant to the term certain option described
in Section 4.1.1(i), the designated beneficiary may direct
that an alternative method of payment of the balance of the
participant's vested accrued benefit be made, commencing with
the first payment following such adjustment date; provided,
that distribution of such balance under any alternative method
of payment must be completed at least as rapidly as under the
method of payment in effect prior to such adjustment date.

(vii) For purposes of this Section 4.2.2,
distribution of a participant's vested accrued benefit is
considered to begin on the participant's required beginning
date (or if the last sentence of paragraph (b) above is
applicable, the date distribution is required to begin to the
surviving spouse pursuant to paragraph (ii)(b) above).

4.3 TRANSITIONAL RULE FOR REQUIRED DISTRIBUTIONS:
Notwithstanding any other requirements of this Section 4, distribution on
behalf of any participant, including a five percent owner in a top-heavy plan,
may be made in accordance with the following requirements (regardless of when
such distribution commences):

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

4.3.2 The distribution is in accordance with a method of
distribution designated in a written instrument signed by the
participant whose interest in the trust is being distributed or, if
the participant is deceased, by a beneficiary of such participant
prior to January 1, 1984.

4.3.3 The participant had an accrued benefit under the plan
as of December 31, 1983.

4.3.4 The method of distribution designated by the
participant or the beneficiary specifies the time at which
distribution will commence, the period over which distributions will
be made, and in the case of any distribution upon the participant's
death, the beneficiaries of the participant listed in order of
priority.

4.3.5 A distribution upon death will not be covered by this
Section 4.3 unless the information in the designation contains the
required information described above with respect to the distributions
to be made upon the death of the participant. For any distribution
which commences before January 1, 1984, but continues after December
31, 1983, the participant, or the beneficiary, to whom such
distribution is being made, will be presumed to have designated the
method of distribution under which the distribution is being made if
the method of distribution was specified in writing and the
distribution

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<PAGE> 92

satisfies the requirements in Sections 4.3.1 and 4.3.4 above. If a
designation made pursuant to this Section 4.3 is revoked, any
subsequent distribution must satisfy the requirements of Section
401(a)(9) of the Code and the regulations thereunder. If a
designation is revoked subsequent to the date distributions are
required to begin, the trust must distribute by the end of the
calendar year in which the revocation occurs the total amount not yet
distributed to satisfy Section 401(a)(9) of the Code and the
regulations thereunder, but for the Section 242(b)(2) election.

4.3.7 For calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental
benefit requirements in Section 1.401(a)(9)-2 of the Income Tax
Regulations. Any change in the designation will be considered to be a
revocation of the designation. However, the mere substitution or
addition of another beneficiary (one not named in the designation)
under the designation will not be considered to be a revocation of the
designation, so long as such substitution or addition does not
directly or indirectly alter the period over which distributions are
to be made under the designation. In the case in which an amount is
transferred or rolled over from one plan to another plan, the rules in
Q&A J-2 and Q&A J-3 of Sections 1.401(a)(9)- 2 of the Income Tax
Regulations shall apply.

4.4 DEFINITIONS APPLICABLE TO PLAN DISTRIBUTIONS: The
following definitions shall apply for purposes of Section 4:

4.4.1 "Applicable life expectancy" shall mean the life
expectancy (or joint and last survivor expectancy) calculated using
the attained age of the participant (or designated beneficiary) as of
the participant's (or designated beneficiary's) birthday in the
applicable calendar year reduced by one for each calendar year which
has elapsed since the date life expectancy was first calculated. The
Employer shall specify in the Adoption Agreement whether the life
expectancy of a designated beneficiary will be used to determine
distributions under this Section 4. If life expectancy is being
recalculated, the applicable life expectancy shall be the life
expectancy as so recalculated. The applicable calendar year shall be
the first distribution calendar year, and, if life expectancy is being
recalculated, each succeeding calendar year.

4.4.2 "Designated beneficiary" shall mean the individual
who is designated as the beneficiary under the plan in accordance with
Section 401(a)(9) of the Code and the Income Tax Regulations
thereunder.

4.4.3 "Distribution calendar year" shall mean a calendar
year for which a minimum distribution is required. For distributions
beginning before the participant's death, the first distribution
calendar year is the calendar year immediately preceding the calendar
year which contains the participant's required beginning date. For
distributions beginning after the participant's death, the first
distribution calendar year is the calendar year in which distributions
are required to begin pursuant to Section 4.2 above.

4.4.4 "Life expectancy" shall mean life expectancy and
joint and last survivor expectancy as computed by use of the expected
return multiples in Tables V and VI of Section 1.72-9 of the Income
Tax Regulations. Unless otherwise elected by the participant (or
spouse, in the case of distributions described in Section 4.2.2(b)(ii)
above) by the time distributions are required to begin, life
expectancies shall be recalculated annually. Such election shall be
irrevocable as to the participant (or spouse) and shall

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<PAGE> 93

apply to all subsequent years. The life expectancy of a nonspouse
beneficiary may not be recalculated.

4.4.5 "Participant's benefit" shall mean his accrued
benefit as of the last adjustment date in the calendar year
immediately preceding the distribution calendar year ("valuation
calendar year") increased by the amount of any contributions or
forfeitures allocated to the accrued benefit as of dates in the
valuation calendar year after the adjustment date and decreased by
distributions made in the valuation calendar year after the adjustment
date. Notwithstanding the foregoing, if any portion of the minimum
distribution for the first distribution calendar year is made in the
second distribution calendar year on or before the required beginning
date, the amount of the minimum distribution made in the second
distribution calendar year shall be treated as if it had been made in
the first distribution calendar year.

4.4.6 "Required beginning date" shall generally mean the
first day of April of the calendar year following the calendar year in
which the participant attains age 70 1/2. Notwithstanding the
foregoing, the following special provisions shall apply:

(i) The required beginning date of a participant
who attains age 70 1/2 before January 1, 1988, shall be
determined in accordance with (a) or (b) below:

(a) The required beginning date of a
participant who is not a five percent owner is the
first day of April of the calendar year following the
calendar year in which the later of retirement or
attainment of age 70 1/2 occurs. The required
beginning date of a participant who is not a five
percent owner who attains age 70 1/2 during 1988 and
who has not retired as of January 1, 1989, is April
1, 1990.

(b) The required beginning date of a
participant who is a five percent owner during any
year beginning after December 31, 1979 is the first
day of April following the later of: (1) the
calendar year in which the participant attains age 70
1/2, or (2) the earlier of the calendar year with or
within which ends the plan year in which the
participant becomes a five percent owner, or the
calendar year in which the participant retires.

(ii) A participant is treated as a five percent
owner for purposes of this Section 4.4.6 if such participant
is a five percent owner as defined in Section 416(i) of the
Code (determined in accordance with Section 416 but without
regard to whether the plan is top-heavy) at any time during
the plan year ending with or within the calendar year in which
such owner attains age 66 1/2 or any subsequent plan year.

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<PAGE> 94

(iii) Once distributions have begun to a five
percent owner under this Section 4.4.6, they must continue
even if the participant ceases to be a five percent owner in a
subsequent year.

All distributions under this Section 4 shall be determined and made in
accordance with Section 401(a)(9) of the Code and the Income Tax Regulations
thereunder, including the minimum distribution incidental benefit requirement
of Section 1.401(a)(9)-2 of the Income Tax Regulations, which are incorporated
herein by reference.

4.5 DISTRIBUTIONS TO ALTERNATE PAYEES: If the
participant's accrued benefit under the plan shall become subject to any
"domestic relations order" which (i) is a "qualified domestic relations order"
within the meaning of Section 414(p) of the Code, and (ii) requires the
immediate distribution in a single lump sum of the entire portion of the
participant's accrued benefit required to be segregated for the benefit of an
alternate payee, then the entire interest of such alternate payee shall be
distributed in a single lump sum as soon as practicable following the
adjustment date coinciding with or immediately following the Committee's
notification to the participant and the alternate payee that the domestic
relations order is qualified under Section 414(p) of the Code. Such
distribution to an alternate payee shall be made even if the participant has
not separated from the service of the Employer. Any other distribution
pursuant to a qualified domestic relations order shall not be made earlier than
the participant's termination of service, or his attainment of age 50, if
earlier, and only in a manner permitted under Section 4.1. For purposes of
this Section 4.5, "alternate payee" shall mean any spouse, former spouse,
child, or other dependent of the participant who is recognized by a domestic
relations order as having a right to receive all or a portion of the accrued
benefit payable under the plan with respect to such participant.

4.6 INTERIM PAYMENTS: At the request of a participant or
his designated beneficiary, the Committee may in a nondiscriminatory manner
cause one or more interim payments to be made to such participant or
beneficiary, as the case may be, between the date the participant shall retire,
or the date of death of the participant, and the adjustment date as of which
retirement or death benefits would ordinarily be paid or commence to be paid;
provided, that in no event shall the aggregate of such interim payments exceed
50% of the vested accrued benefit of such participant as of the close of
business of the plan on the adjustment date next preceding the date he shall
retire or die. This Section 4.6 shall not apply if the Employer has designated
daily adjustment dates in the Adoption Agreement.

4.7 CONTINUED SHARE IN PROFITS OR LOSSES OF TRUST FUND:
If all or any part of the accrued benefit of any individual is being paid to
him from the trust in installments, or is being held in the trust for future
payment to him, his account shall continue to be adjusted as provided in
Section 7. With respect to an individual who is receiving installment payments
from the trust, the amount of the installment payments shall be adjusted as of
each adjustment date to reflect the adjusted amount in his account (or deferred
payment account as the case may be) as of such adjustment date.
Notwithstanding the above, no adjustment for earnings or losses shall be made
to the amount of any lump sum or individual installment distribution under the
plan between the adjustment date as of which the distribution is valued and the
actual date of such distribution.

4.8 MEDIUM OF DISTRIBUTIONS: All distributions from the
plan shall be made in cash or units as allowed by the investment fund
established within the trust or in which plan assets are invested, except, if
elected by the Employer in the Adoption Agreement, amounts invested in Employer
stock and allocated to a participant's separate account may be distributed in
whole shares of Employer stock, with a cash adjustment for any fractional
share.

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<PAGE> 95

4.9 DAILY ADJUSTMENT DATES: Notwithstanding any
provision in this Section 4 to the contrary, if daily adjustment dates are
designated by the Employer in the Adoption Agreement, the value of the
participant's vested accrued benefit for purposes of any distribution made
pursuant to this Section 4 shall be determined as of the adjustment date such
distribution is actually processed.

SECTION 5. VESTING:

5.1 VESTING UPON THE OCCURRENCE OF CERTAIN EVENTS:
Notwithstanding the vesting schedule elected by the Employer in the Adoption
Agreement and subject to the provisions of Section 5.3, the matching
contribution account and discretionary Employer contribution account of each
participant shall be nonforfeitable immediately following the first to occur
of:

5.1.1 Completion by the participant of his first hour of
service on or after attainment of his normal retirement age;

5.1.2 Retirement of the participant under Section 3,
including early retirement, if permitted, and disability retirement;

5.1.3 Death of the participant while in service;

5.1.4 Termination or partial termination of the plan by the
Employer;

5.1.5 Termination by the Employer of contributions to the
plan, or a suspension or reduction of such contributions which amounts
in effect to a termination of contributions; and

5.1.6 A final determination of disqualification of the plan
at any time following initial determination by the Internal Revenue
Service that the plan is qualified.

5.2 SERVICE REQUIREMENT FOR VESTING: A participant whose
matching contribution account or discretionary Employer contribution account is
subject to forfeiture, as provided in Section 5.1 and 5.3, shall be vested in
all or a percentage of such matching contribution account and/or discretionary
Employer contribution account based upon the number of his years of service at
the time such vested percentage is determined, as specified by the Employer in
the Adoption Agreement. For purposes of determining the vested percentage of a
participant in his matching contribution account and discretionary Employer
account, the following special provisions shall apply:

5.2.1 All years of service shall be taken into account
except as otherwise elected by the Employer in the Adoption Agreement.

5.2.2 With respect to any participant who shall have had a
prior break in service:

(i) If a participant shall have a break in
service following the computation date (as defined in Section
1.62) and shall not have any vested interest in his accrued
benefit (excluding for this purpose that portion of his
accrued benefit that is attributable to his employee after-
tax contributions) at the time of such break in service, and
the period of consecutive one year breaks in service equals or
exceeds the greater of (a) five, or (b) the aggregate number
of years of service before such

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<PAGE> 96

period, all years of such service prior to such period shall
be disregarded. For the purpose of determining years of
service prior to such period, there shall be excluded any
years of service previously disregarded under this paragraph
(i).

(ii) No years of service following five
consecutive one year breaks in service shall be taken into
account in determining the vested percentage of his matching
contribution account or discretionary Employer contribution
account with respect to his service prior to such break.

5.2.3 In the event the Employer shall amend the provisions
of the plan for determining the vested percentages of participants, or
if the plan is deemed amended by an automatic change to or from a
top-heavy vesting schedule as provided in Section 22.2.2, each
participant with at least three years of service with the Employer may
elect, within a reasonable period after the adoption of the amendment,
to have his vested percentage determined without regard to such
amendment. For participants who do not have at least one hour of
service in any plan year beginning after December 31, 1988, the
preceding sentence shall be applied by substituting "five years of
service" for "three years of service" where such language appears.
The period during which the election may be made shall commence with
the date the amendment is adopted or deemed to be made and shall end
on the latest of: (i) 60 days after the amendment is adopted; (ii) 60
days after the amendment becomes effective; or (iii) 60 days after the
participant is issued written notice of the amendment by the Employer
or the Committee.

5.3 FORFEITURE OF NON-VESTED BENEFITS: A participant
whose matching contribution account or discretionary Employer contribution
account is subject to forfeiture shall forfeit the portion of such account or
accounts, as appropriate, which is not vested for the plan year in which first
occurs the following: (i) he shall have five consecutive one year breaks in
service, (ii) he shall terminate service and die following such termination and
prior to having a break in service, or (iii) he shall terminate service and
receive or be deemed to receive a distribution pursuant to Section 3.6 or 3.7
(regardless of whether he had incurred a break in service). The portion of his
matching contribution account or discretionary Employer contribution account so
forfeited shall be used first to restore any previously forfeited account in
accordance with the provisions of this Section, and then shall be treated as
provided in the Adoption Agreement. No forfeitures will occur solely as a
result of an employee's withdrawal of employee after-tax contributions.
Notwithstanding the foregoing provisions of this Section 5.3, if the
participant receives a distribution pursuant to Section 3.6 or 3.7 and
subsequently reenters service, the participant's matching contribution account
and discretionary Employer contribution account shall be restored to the
balance that existed in such accounts as of the distribution date if the
participant repays to the trust the full amount of the distribution
attributable to the matching contribution account and discretionary Employer
contribution account before the earlier of (i) five years after the participant
first reenters service or (ii) the last day of the plan year in which the
participant incurs his fifth consecutive one year break in service following
the distribution date. If a participant is deemed to receive a distribution
pursuant to Section 3.7, his matching contribution account and discretionary
Employer contribution account shall be restored to the balance that existed in
such accounts as of the deemed distribution date if the participant reenters
the service of the Employer before the last day of the plan year in which the
participant incurs his fifth consecutive one year break in service following
the deemed distribution date. In either case, such amount shall be restored
not later than the last adjustment date for the plan year in which the
participant reenters service, and shall be taken first from available
forfeitures of any matching contributions or discretionary Employer
contributions, as appropriate. If such forfeitures

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<PAGE> 97

are insufficient for this purpose, such amount shall be contributed by the
Employer to the Trustee on or before such date.

SECTION 6. IN-SERVICE WITHDRAWALS AND LOANS:

6.1 WITHDRAWAL OF MATCHING CONTRIBUTIONS AND
DISCRETIONARY EMPLOYER CONTRIBUTIONS: If elected by the Employer in the
Adoption Agreement with respect to a participant's matching contribution
account and/or discretionary Employer contribution account, a participant in
the service of the Employer who is eligible to make a withdrawal in accordance
with the Employer's election in the Adoption Agreement may at his option make
one or more withdrawals from his matching contribution account and/or
discretionary Employer contribution account subject to the following
provisions:

6.1.1 Except as provided in Section 6.1.2, no withdrawal
hereunder shall exceed the vested amount in the matching contribution
account or discretionary Employer contribution account of the
participant, as appropriate, as of the adjustment date next preceding
the date of the withdrawal.

6.1.2 For purposes of this Section 6.1, if daily adjustment
dates are designated by the Employer in the Adoption Agreement, no
withdrawal shall exceed the percentage specified by the Employer in
the Adoption Agreement of the vested amount in the matching
contribution account or discretionary Employer contribution account of
the participant, as appropriate, determined on the date the withdrawal
request is actually processed.

6.1.3 The maximum number of withdrawals that may be
requested by a participant during a plan year shall not exceed the
number designated by the Employer in the Adoption Agreement.

6.1.4 Application for a withdrawal shall be made by the
participant in writing on a form approved by the Committee and filed
with the Committee.

6.1.5 If any portion of a participant's matching
contribution account or discretionary Employer contribution account,
as appropriate, is distributed to him at a time when he has a
nonforfeitable right to less than 100% of the applicable account(s),
at any subsequent relevant time the participant's nonforfeitable
portion of his matching contribution account or discretionary Employer
contribution account shall not be less than an amount ("X") determined
by the following formula: X = P (AB + D) - D. For purposes of
applying the formula: P is the nonforfeitable percentage at the
relevant time; AB is the account balance in the participant's matching
contribution account or discretionary Employer contribution account at
the relevant time; D is the amount of the distribution, and the
relevant time is the time under the plan at which the nonforfeitable
percentage of such account balance cannot increase.

6.1.6 The Committee from time to time may adopt additional
uniform and nondiscriminatory policies or rules to assist in the
administration of the withdrawal requests for matching contributions
and discretionary Employer contributions, including, but not limited
to, permitting such withdrawals only on account of financial hardship
(as defined in Section 6.3).

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<PAGE> 98

6.2 WITHDRAWAL OF EMPLOYEE AFTER-TAX CONTRIBUTIONS: If
elected by the Employer in the Adoption Agreement, a participant may at his
option make a withdrawal from his employee after-tax contribution account
during a plan year subject to the following provisions:

6.2.1 No withdrawal hereunder shall exceed the amount in
the employee after-tax contribution account of the participant as of
the adjustment date next preceding the date of the withdrawal.

6.2.2 For purposes of this Section 6.2, if daily adjustment
dates are designated by the Employer in the Adoption Agreement, no
withdrawal shall exceed the percentage specified by the Employer in
the Adoption Agreement of the amount in the employee after-tax
contribution account of the participant determined on the date the
withdrawal request is actually processed.

6.2.3 A participant may not withdraw any portion of an
employee after-tax contribution made during a plan year if a matching
contribution is allocable to the participant's account with respect to
such employee after- tax contribution for such plan year.

6.2.4 The maximum number of withdrawals that may be
requested by a participant during a plan year shall not exceed the
number designated by the Employer in the Adoption Agreement.

6.2.5 Application for a withdrawal shall be made by the
participant in writing on a form approved by the Committee and filed
with the Committee.

6.2.6 The Committee from time to time may adopt additional
uniform and nondiscriminatory policies or rules to assist in the
administration of the withdrawal requests for employee after-tax
contributions.

6.3 WITHDRAWAL OF ROLLOVER CONTRIBUTIONS: If elected by
the Employer in the Adoption Agreement, a participant may at his option make a
withdrawal from his rollover account during a plan year subject to the
following provisions:

6.3.1 No withdrawal hereunder shall exceed the amount in
the rollover account of the participant as of the adjustment date next
preceding the date of the withdrawal.

6.3.2 For purposes of this Section 6.3, if daily adjustment
dates are designated by the Employer in the Adoption Agreement, no
withdrawal shall exceed the percentage specified by the Employer in
the Adoption Agreement of the amount in the rollover account of the
participant determined on the date the withdrawal request is actually
processed.

6.3.3 The maximum number of withdrawals that may be
requested by a participant during a plan year shall not exceed the
number designated by the Employer in the Adoption Agreement.

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6.3.4 Application for a withdrawal shall be made by the
participant in writing on a form approved by the Committee and filed
with the Committee.

6.3.5 The Committee from time to time may adopt additional
uniform and nondiscriminatory policies or rules to assist in the
administration of the withdrawal requests for rollover contributions.

6.4 DISTRIBUTIONS ON OR AFTER ATTAINMENT OF AGE 59 1/2:
If elected by the Employer in the Adoption Agreement, a participant who has
attained age 59 1/2 may at his option make a withdrawal of all or any portion
of his vested interest in all of his amounts, subject to the following
provisions:

6.4.1 No withdrawal shall exceed the vested amount in the
accounts of the participant as of the adjustment date next preceding
the date of the withdrawal.

6.4.2 For purposes of this Section 6.4, if daily adjustment
dates are designated by the Employer in the Adoption Agreement, no
withdrawal shall exceed the percentage specified by the Employer in
the Adoption Agreement of the vested amount in the account if the
participant determined on the date the withdrawal request is actually
processed.

6.4.3 The maximum number of withdrawals that may be
requested by a participant shall not exceed the number designated by
the Employer in the Adoption Agreement.

6.4.4 Application for a withdrawal may be made by the
participant in writing on a form approved by the Committee and filed
with the Committee.

6.4.5 The Committee from time to time may adopt additional
uniform and nondiscriminatory policies or rules to assist in the
administration of the withdrawal requests pursuant to this Section.

6.5 HARDSHIP DISTRIBUTIONS: If elected by the Employer
in the Adoption Agreement, a participant may file a written request with the
Committee for a distribution on account of financial hardship. A distribution
will be on account of financial hardship only if the distribution is on account
of an immediate and heavy financial need of the participant, is necessary to
satisfy such financial need, and such need cannot be satisfied through other
financial resources reasonably available to the participant. The request must
specify the nature of the hardship, the total amount requested, and the total
amount of the actual expense incurred, or to be incurred, on account of the
hardship. Subject to the provisions of this Section 6.5, the Committee in its
discretion shall determine whether a hardship constitutes an immediate and
heavy financial need, and its decision to grant or deny a hardship distribution
shall be final. If the Committee determines that a hardship exists, the
Committee shall direct the Trustee to make a distribution to the participant in
cash of the amount approved by the Committee. The amount available for such
distribution shall be determined as of the adjustment date coincident with or
next preceding receipt by the Trustee of such direction from the Committee.
The portion of a participant's elective deferral account available for a
hardship distribution shall not exceed the amount in the participant's elective
deferral account (reduced by any previous hardship distribution not reflected
as of such adjustment date), excluding any earnings credited to his elective
deferral account as of any plan year ending after July 1, 1989. Amounts
allocated to a participant's qualified non-elective contribution account or
qualified matching contribution account shall not be available for distribution
under this Section 6.5.

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6.5.1 Notwithstanding the above, for purposes of this
Section 6.5, if daily adjustment dates are designated by the
Employer in the Adoption Agreement, the value of a
participant's account or accounts subject to a hardship
withdrawal shall be determined on the date the withdrawal
request is processed.

6.5.2 Special rules for hardship withdrawals:

(i) The following are the only financial needs
considered immediate and heavy: expenses incurred or necessary
for medical care (as defined in Section 213(d) of the Code) of
the participant, the participant's spouse, children, or
dependents (as defined in Section 152 of the Code); costs
directly related to the purchase (excluding mortgage payments)
of a principal residence for the participant; payment of
tuition and related educational fees for the next 12 months of
post-secondary education for the participant, the
participant's spouse, children, or dependents; or the need to
prevent the eviction of the participant from, or a foreclosure
on the mortgage of, the participant's principal residence.

(ii) A distribution will be considered as
necessary to satisfy an immediate and heavy financial need of
the participant only if:

(a) The participant has obtained all
distributions, other than hardship distributions, and
all nontaxable loans under all plans maintained by
the Employer;

(b) All plans maintained by the Employer
provide that, if any portion of the hardship
distribution is attributable to a participant's
elective deferrals, the participant's elective
deferrals and employee after-tax contributions will
be suspended for 12 months after the receipt of the
hardship distribution;

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

(d) All plans maintained by the Employer
provide that the participant may not make elective
deferrals for the participant's taxable year
immediately following the taxable year of the
hardship distribution in excess of the applicable
limit under Section 402(g) of the Code for such
taxable year less the amount of such participant's
elective deferrals for the taxable year of the
hardship distribution.

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6.5.3 If a participant's termination of service
occurs after a request for a hardship distribution is approved
in accordance with the provisions of this Section 6.5, but
prior to the actual payment of such distribution, such
approval shall be void, and the accrued benefit of such
participant shall be payable hereunder as if such approval had
not been made.

6.5.4 The Committee from time to time may adopt
additional uniform and nondiscriminatory policies or rules to
assist in the administration of hardship distribution
requests, including, but not limited to, establishing limits
on the maximum number of hardship distributions that may
requested by plan participants during a plan year.

6.6 LOANS: If elected by the Employer in the Adoption
Agreement, upon the written application of any participant or beneficiary who
is a party-in-interest as defined in Section 3(14) of ERISA (other than an
owner-employee or shareholder-employee) (the "borrower"), the Committee in
accordance with its uniform, nondiscriminatory policy may direct the Trustee to
permit the borrower to borrow from such of his separate accounts designated by
the Employer in the Adoption Agreement as available sources for loan proceeds,
subject to the following provisions:

6.6.1 Loans shall be available to all borrowers on a
reasonably equivalent basis. Loans shall not be available to highly
compensated participants in an amount greater than to non-highly
compensated participants.

6.6.2 The minimum principal amount of any loan made to a
participant shall not be less than the amount designated by the
Employer in the Adoption Agreement. The maximum principal amount of
any loan made to the borrower, when added to the then unpaid balance
on all loans previously made to the borrower, shall not exceed the
lesser of:

(i) $50,000, reduced by the excess (if any) of
the highest outstanding balance of loans during the one-year
period ending on the day before the loan is made, over the
outstanding balance of loans from the plan on the day the loan
is made; or

(ii) 50% of the vested accrued benefit of the
borrower, other than amounts credited to his deductible
contribution account.

For purposes of this Section 6.6, the borrower's vested accrued
benefit shall be determined as of the adjustment date next preceding
the date the loan is processed. Notwithstanding the foregoing
sentence, if daily adjustment dates are designated by the Employer in
the Adoption Agreement, the borrower's vested accrued benefit shall be
determined as of the date the loan paperwork is generated. If a
borrower shall have a vested accrued benefit in more than one
tax-qualified retirement plan of the Employer or an affiliated
employer, the limitation in (i) or (ii) shall be applied both with
respect to this plan only and with respect to all such plans in the
aggregate. In applying the limitations with respect to this plan,
only loans to the borrower under this plan and his vested accrued
benefit under this plan shall be taken into account. In applying the
limitations with respect to all such plans in the aggregate, all loans
to the borrower under

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all such plans and the sum of his vested accrued benefits under all
such plans shall be taken into account.

6.6.3 All loans made under this Section 6.6 shall be
considered earmarked investments of the borrower's account, and any
repayment of principal and interest on such loan shall be credited to
the borrower's account.

6.6.4 The principal amount of a loan shall be derived from
the borrower's separate accounts designated in the Adoption Agreement
as available sources for such loan proceeds in the following order of
priority:

(i) Qualified non-elective contribution account;

(ii) Qualified matching contribution account;

(iii) Elective deferral account;

(iv) Mandatory contribution account;

(v) Discretionary Employer contribution account;

(vi) Matching contribution account;

(vii) Direct transfer account;

(viii) Rollover account; and

(ix) Employee after-tax contribution account.

Any repayment of principal and interest on a loan shall be credited to
the borrower's separate accounts in the reverse order from which the
proceeds were first obtained. See Section 8.3 for special provisions
that apply in the event the participant's separate account from which
an amount is borrowed is also a directed separate account (as defined
in Section 8.1.1).

6.6.5 Notwithstanding the provisions of Section 6.6.4
above, if daily adjustment dates are elected by the Employer in the
Adoption Agreement, the principal amount of a loan shall be derived on
a pro rata basis from the borrower's separate accounts designated in
the Adoption Agreement as available sources for such loan proceeds.
Any repayment of principal and interest on a loan shall be credited to
such separate accounts on a pro rata basis. See Section 8.3 for
special provisions that apply in the event the participant's separate
account from which an amount is borrowed is also a directed separate
account (as defined in Section 8.1.1).

6.6.6 All loans shall by their terms require that repayment
be amortized in level payments of principal and interest, not less
frequently than quarterly, over a period not exceeding five years from
the date the loan is made. Notwithstanding the five-year repayment
obligation of the preceding sentence, in the case of loan made to a
borrower for the purpose of acquiring any dwelling unit which is used,
or will be used, within a reasonable time (determined at the time the
loan is made), as the primary residence of

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the borrower, the repayment period may exceed five years, but shall
not extend for more than 15 years from the date the loan is made. The
Employer shall establish a procedure for withholding at appropriate
intervals from a participant's regular payroll checks amounts
necessary to satisfy the borrowing participant's repayment obligations
under the note. All amounts so withheld shall be transferred
immediately to the Trustee.

6.6.7 Each borrower making an application for a loan shall
receive from the Trustee a statement of the charges involved in the
loan transaction. This statement shall include the amount financed
and the annual interest rate.

6.6.8 Each loan shall be secured by the pledge of 50% of
the borrower's vested accrued benefit, other than amounts credited to
his deductible contribution account (determined at the time the loan
is processed), and by the pledge of such further security as the
Committee, in its discretion, deems necessary or desirable to assure
repayment of the borrowed amount and all interest payable thereon in
accordance with the terms of the loan.

6.6.9 Each loan shall be evidenced by a negotiable
promissory note (the "note") in form acceptable to the Trustee,
payable to the order of the Trustee, bearing interest at a rate
commensurate with the prevailing rate charged by commercial lenders in
the geographic region of the Employer, as determined by the Trustee,
and, except as provided in Section 6.6.6, payable in full not more
than five years from the date thereof. The borrower shall execute any
additional documents as shall be deemed necessary or advisable by the
Committee to consummate the loan and to provide reasonable safeguards.

6.6.10 The occurrence of any one or more of the following
events of default shall constitute a default by the borrower under the
terms of the loan, whereupon the unpaid balance of the note, together
with accrued interest, will immediately become due and payable without
presentment, demand, protest, or notice of any kind. Events of
default include: (i) failure to make any payment when due, whether by
acceleration or otherwise; (ii) termination of service of a
participant who is not a party-in-interest as defined in Section 3(14)
of ERISA; (iii) bankruptcy or insolvency of the borrower; and (iv)
death of the borrower. Prior to foreclosure and attachment, the
unpaid principal and interest of the loan shall bear interest at a
rate two percentage points greater than the rate set forth in the
note. If the unpaid principal and interest exceed the amount of the
defaulting borrower's account that is pledged as security, all or any
part of any additional security pledged to secure the loan, in the
discretion of the Committee, may be sold at private or public sale.
The proceeds of such sale shall be applied first to pay the expenses
of conducting the sale, including reasonable attorneys' fees, then to
accrued interest, and then to principal of the loan. The borrower
shall remain liable for any deficiency. Any surplus shall be paid to
the borrower. No distribution under the plan to or on behalf of the
borrower shall be made unless and until all unpaid loans, include
interest thereon, are satisfied.

6.6.11 If an event of default shall occur with respect to a
borrower, the entire unpaid principal amount of the note, plus accrued
and unpaid interest shall immediately become due and payable;
provided, that foreclosure on the note and attachment of the
borrower's vested accrued benefit shall not occur until a
distributable event occurs under the plan.

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6.6.12 If any portion of the accrued benefit of a
participant is applied to repay a loan under this Section 6.6 at a
time when such participant's accrued benefit is subject to forfeiture,
the participant's vested accrued benefit at any subsequent time until
he has a nonforfeitable right to his entire accrued benefit shall not
be less than an amount ("X") determined by the formula: X + P(AB + D)
- D. For purposes of applying the formula: P is the vested percentage
at the relevant time; AB is the accrued benefit at the relevant time;
and D is the amount of such participant's vested accrued benefit
applied to repay the loan.

6.6.13 During the period a participant's loan request is
pending, the participant shall not be permitted to request any
distributions or withdrawals (including hardship withdrawals) from his
account.

6.6.14 If a participant's termination of service occurs
after a request for a loan is approved in accordance with the
provisions of this Section 6.6, but prior to the actual payment of
such loan proceeds, such approval shall be void, and the vested
accrued benefit of such participant shall be payable hereunder as if
such approval had not been made.

6.6.15 The Committee from time to time may adopt additional
uniform and nondiscriminatory policies or rules to assist in the
administration of participant loan requests, including, but not
limited to, establishing limits on the maximum number of loans that
may be requested during a plan year or outstanding at one time.

SECTION 7. ADJUSTMENT OF PARTICIPANT ACCOUNTS:

7.1 ESTABLISHMENT OF ACCOUNTS: The Committee shall cause
an account to be maintained under the plan with respect to each participant,
which account shall include to the extent applicable the separate accounts
described in Section 1.1. The fair market value of each separate account with
respect to the participant shall be determined and adjusted as of each
adjustment date under one of the adjustment methods designated by the Employer
in the Adoption Agreement.

7.2 GENERAL: The Committee shall have and may exercise
all powers necessary or advisable in order to implement the provisions of this
Section 7 and to ensure that the accounts maintained under the plan are fairly
and accurately adjusted as of each adjustment date.

SECTION 8. PARTICIPANT DIRECTED INVESTMENTS:

8.1 PARTICIPANT DIRECTED INVESTMENTS: Notwithstanding
any other provisions of the plan, each participant having an amount to his
credit under the plan may, acting through the Committee, direct the Trustee as
to the investment or reinvestment of his account to the extent permitted by the
Employer in the Adoption Agreement, subject to the following provisions of this
Section 8 and Section 9:

8.1.1 Directed investment funds: The Committee shall
determine from time to time the investment options ("directed
investment funds") available to participants. If elected by the
Employer in the Adoption Agreement, the directed investment funds may
include an Employer stock fund (as defined in Section 9.1). Each
participant shall be entitled to direct the investment and
reinvestment of such of his separate accounts as shall be permitted in
the Adoption Agreement ("directed separate accounts") among the

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directed investment funds. Each directed separate account of a
participant shall be divided into sub-accounts reflecting the portion
of such directed separate account invested in each directed investment
fund ("fund accounts").

8.1.2 Adjustment of fund accounts: Except as otherwise
specifically provided herein, each fund account shall be adjusted as
of each adjustment date in the manner provided in Section 7, as if it
were the entire directed separate account of the participant to which
it is subsidiary, with respect to distributions, withdrawals, loans,
contributions and forfeitures allocated to it and with respect to its
share of the net income or net loss of the directed investment fund of
which it is a part.

8.1.3 Direction of future contributions: In accordance
with procedures adopted by the Committee, contributions allocated to a
participant's directed separate accounts shall be apportioned among
the directed investment funds in the manner designated by the
participant. Any such designation for future contributions shall be
made in multiples of the percentage chosen by the Employer in the
Adoption Agreement. Any designation among directed investment funds
shall remain in effect unless and until the participant shall file a
timely application providing for a different designation. A
participant may change his investment direction at such intervals
during the plan year as designated by the Employer in the Adoption
Agreement. If for any reason a participant shall not have made an
effective designation with respect to any portion of a contribution
allocated to a directed separate account, such contribution for which
no designation was made shall be invested by the Trustee at the
direction of the Committee.

8.1.4 Reallocations among directed investment funds: In
accordance with procedures adopted by the Committee, a participant
shall be entitled to reallocate the amount credited to each of his
directed separate accounts among the available directed investment
funds in multiples of the percentage designated by the Employer in the
Adoption Agreement. The Committee specifically reserves the right to
restrict transfers out of a directed investment fund to the extent
that such transfers will endanger the value and liquidity of the Fund.
Such reallocations may be made at such intervals during the plan year
as designated by the Employer in the Adoption Agreement.

8.1.5 Notification of Trustee: The Committee shall notify
the Trustee of all directions made in accordance with Section 8.1.3
and 8.1.4 as soon as practicable following their receipt.

8.2 RIGHTS IN DIRECTED INVESTMENT FUNDS: Notwithstanding
the fact that all or a portion of a participant's account may be invested in
directed investment funds selected by the Committee and may be expressed in
dollars, shares, or units in a particular directed investment fund, such
references shall mean the aggregate of the dollar amount and the number of
shares of Employer stock, if any, which are credited to the participant's
account at any point in time. Nothing contained in this Section 8 shall be
deemed to give any participant any interest in any specific property in any
directed investment fund or any interest in the plan, other than (i) the right
to receive payments or distributions in accordance with the plan, (ii) the
right to instruct the Trustee how to vote Employer stock as permitted under
Section 9.4, (iii) the right to instruct the Trustee with respect to the sale,
exchange, or transfer of Employer stock as permitted under Section 9.5, or (iv)
to exercise any other right specifically granted to the participant under the
plan.

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8.3 EFFECT OF PARTICIPANT LOANS: In the event the
participant's separate account from which an amount is borrowed pursuant to
Section 6.6 is also a directed separate account, the amount borrowed from such
account shall be withdrawn from the fund accounts with respect to such directed
separate account on a pro rata basis. Any repayment of principal and interest
on such borrowed amount shall be reinvested in the participant's fund accounts
in accordance with the participant's investment direction in effect on the
adjustment date as of which such repayment is credited to the participant's
directed separate account.

8.4 DISTRIBUTIONS FROM DIRECTED SEPARATE ACCOUNTS: In
the event the participant's separate accounts from which an amount is to be
distributed or withdrawn are also directed separate accounts, the amount
distributed from such accounts shall be withdrawn from the fund accounts with
respect to each such directed separate account on a pro rata basis.

8.5 ACCOUNTS NOT SUBJECT TO PARTICIPANT DIRECTION: In
the event a participant is not permitted to direct the investment and
reinvestment of one or more of his separate accounts, such separate accounts
shall remain subject to the investment discretion of the Trustee pursuant to
Section 20 of the plan.

8.6 AUTHORITY OF TRUSTEE AND COMMITTEE: The Trustee
shall have and may exercise all powers necessary or advisable in order to
implement the provisions of this Section 8. To the extent approved by the
Trustee, the Committee may promulgate rules or by-laws supplementing and
implementing the provisions of this Section 8, including such rules or by-laws
as may be necessary from time to time in order to provide a participant or
beneficiary, within the meaning of Section 404(c) of ERISA and the regulations
thereunder, an opportunity (i) to exercise control over assets in his account,
and (ii) to choose, from a broad range of investment alternatives, the manner
in which some or all of the assets in his account are invested. If it is not
practicable for the Trustee to effect the transfer of funds on any date
provided in this Section 8, the Trustee shall effect such transfer on the first
practicable date thereafter.

SECTION 9. INVESTMENTS IN EMPLOYER STOCK:

9.1 EMPLOYER STOCK FUND: If elected by the Employer in
the Adoption Agreement, at the direction of the Committee, the Trustee shall
establish a special investment fund for the purpose of holding shares of
Employer stock which shall be designated as the "Employer stock fund." The
Employer may elect under the Adoption Agreement to designate the Employer stock
fund as a directed investment fund under Section 8. A portion of the Employer
stock fund may be invested in short-term United States Government obligations,
other short-term obligations guaranteed by the United States Government,
commercial paper, or money market funds for qualified employee benefit trusts
while awaiting investment in Employer stock, or to provide sufficient liquidity
to satisfy participants' requests for withdrawals, loans, and distributions.

9.2 COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND THE
SECURITIES EXCHANGE ACT OF 1934: The Committee shall adopt and implement such
procedures as shall be necessary (i) to comply with any applicable registration
requirements for the participants' interests in the plan under the Securities
Act of 1933, and (ii) to qualify any intra-plan transactions by officers,
directors, and ten percent owners of any Employer stock who are participants
under the plan from short-swing profit liability under Section 16 of the
Securities Exchange Act of 1934.

9.3 RIGHT OF FIRST REFUSAL: If elected by the Employer
in the Adoption Agreement, any Employer stock distributed under the plan shall
be subject to the terms of this Section 9.

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9.3.1 Terms and conditions of offer to the Employer: If
any participant during his lifetime shall desire to sell, transfer (by
gift or otherwise), encumber or otherwise dispose of any Employer
stock distributed to him under the plan, the participant shall first
offer in writing to sell all of such stock to the Employer. If the
Employer does not purchase all of the stock within 14 days after the
receipt of such offer, the stock not so purchased may be sold,
transferred, encumbered or otherwise disposed of free from the
restrictions of this Section 9.3.1 for 30 days following the close of
the 14-day period. After the close of such 30-day period, the
restrictions of this Section 9.3.1 again shall apply to any of the
Employer stock not so sold, transferred, encumbered, or otherwise
disposed of. If any Employer stock is encumbered or otherwise
disposed of for a temporary period, and the recipient of such stock
under the plan receives all or a portion of such stock back at or
after the close of such temporary period, such stock again shall be
subject to the restrictions of this Section 9.3.1. The purchase price
of each share of Employer stock purchased hereunder shall be the fair
market value thereof as determined by the Employer pursuant to Section
9.3.2, but in no event less than the amount of any good faith (as
determined by the Employer) and then outstanding offer that has been
received by the participant desiring to dispose of the stock. The
purchase price of any Employer stock purchased in accordance with this
Section 9.3.1 shall be paid in full in cash at the time of the
closing. The closing shall take place at such time and place agreed
upon between the Employer and the participant, but not later than ten
days after the Employer notifies such recipient of the exercise of the
right of first refusal. At the closing, the participant shall deliver
certificates representing the offered Employer stock duly endorsed in
blank for transfer, or with stock powers duly executed in blank with
all required transfer tax stamps attached or provided for, and the
Employer shall deliver the purchase price.

9.3.2 Valuation of Employer stock: Subject to the
provisions of Section 9.3.1, all purchases of Employer stock by the
Employer shall be made at a price not in excess of fair market value.
Any sale of Employer stock to a disqualified person (as defined in
Section 4975(e)(2) of the Code) or a party-in-interest (as defined in
Section 3(14) of ERISA) shall conform to the requirements of Section
408(e) of ERISA. For all purposes of the plan, the fair market value
of Employer stock shall be determined by the Employer in good faith.
If there is a generally recognized market for Employer stock, the fair
market value shall be a price not less favorable to the plan than the
offering price for the Employer stock established by the current bid
and asked prices quoted by persons independent of the Employer and any
party-in-interest or disqualified person. If there is no generally
recognized market for Employer stock, the determination of fair market
value by the Employer shall be based on a valuation by an independent
appraiser appointed by the Employer. In the case of a transaction
between the plan and a disqualified person or a party-in-interest,
fair market value shall be determined as of the date of the
transaction. For all other purposes, fair market value shall be
determined as of the adjustment date coincident with or next preceding
the date of the transaction.

9.3.3 Legend: If recommended by legal counsel for the
Employer, certificates representing ownership of Employer stock
distributed from the plan shall bear an appropriate legend approved by
such counsel to ensure that Employer stock is issued in compliance
with all applicable federal and state securities laws.

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9.4 VOTING OF EMPLOYER STOCK: The following provisions
shall apply in the event the Employer elects in the Adoption Agreement to
pass-through voting of Employer stock allocated to a participant's separate
accounts to such participants or their beneficiaries under the plan.

9.4.1 Readily tradeable Employer stock: If the Employer
stock allocated to a participant's separate accounts is readily
tradable on an established market, each participant or beneficiary
shall be entitled to direct the Trustee as to the manner in which
shares of Employer stock allocated to the participant's separate
accounts shall be voted with respect to any corporate matter that
involves voting the Employer stock allocated to the participant's
separate accounts as of any record date. For purposes of this Section
9, Employer stock is "readily tradeable on an established market" if
it is listed on a national securities exchange registered under
Section 6 of the Securities Exchange Act of 1934 or quoted on a system
sponsored by a national securities association registered under
Section 15A(b) of the Securities Exchange Act and readily tradeable on
either such market.

9.4.2 Not readily tradeable Employer stock: If the
Employer stock allocated to a participant's separate accounts is not
readily tradable on an established market, each participant or
beneficiary shall be entitled to direct the Trustee as to the manner
in which shares of Employer stock allocated to the participant's
separate accounts shall be voted with respect to such matters
designated by the Employer in the Adoption Agreement that involve
voting the Employer stock allocated to the participant's separate
accounts as of any record date.

9.4.3 Trustee's responsibilities: Except as otherwise
provided in Sections 9.4.1 and 9.4.2, the Trustee shall vote the
Employer stock held by the trust on the record date as directed by the
Committee.

9.4.4 Voting instructions from participants: If
participants and beneficiaries are entitled to direct the Trustee in
voting Employer stock pursuant to Section 9.4.1 or 9.4.2, the Trustee
shall vote such Employer stock in accordance with the timely
instructions of the respective participants and beneficiaries. The
Trustee shall be responsible for soliciting and tabulating such votes.
Prior to the voting of Employer stock, the Committee shall distribute
to each participant and beneficiary the same information concerning
the vote as is furnished by the Employer to its shareholders. If the
Employer does not furnish any such information within the appropriate
time period under applicable state corporate law prior to the
shareholders' meeting, the Committee shall as soon as practicable
provide each participant and beneficiary with an explanation of those
matters that to the best knowledge of the Committee are to be
presented at such meeting for action by shareholders and are subject
to direction by the participant or beneficiary and an appropriate form
on which the participant or beneficiary may direct voting on such
matters. If the Trustee does not receive participant or beneficiary
instructions with respect to any Employer stock or such instructions
are not timely received, such stock shall be voted by the Trustee as
directed by the Committee. Instructions received from participants
and beneficiaries by the Trustee shall be held in the strictest
confidence and shall not be divulged or released to any person,
including the Committee, or the officers, directors or employees of
the Employer.

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9.5 TENDERING: The following provisions of this Section
9.5 shall apply in the event the Employer elects in the Adoption Agreement to
pass-through voting of Employer stock to participants and beneficiaries, and a
tender offer or exchange offer, including but not limited to a tender offer or
exchange offer within the meaning of the Securities Exchange Act of 1934, as
amended, for the Employer stock held by the trust (a "tender offer") is
commenced.

9.5.1 Independent record keeper; Trustee's responsibilities:
In the event a tender offer for the Employer stock held by the trust
is commenced, the functions under the plan applicable to participation
of such Employer stock in the tender offer shall be undertaken by the
independent record keeper appointed by the Committee at the time the
tender offer is commenced, and the Committee shall not undertake any
record keeping function under the plan that would serve to violate the
confidentiality of any directions given by the participants or
beneficiaries in connection with the tender offer. The independent
record keeper shall use its best efforts to timely distribute or cause
to be distributed to each participant and beneficiary such information
as is being distributed to other shareholders of the Employer in
connection with the tender offer. The Trustee shall have no
discretion or authority to sell, exchange or transfer any of the
Employer stock held in the participant's separate accounts pursuant to
such tender offer except to the extent, and only to the extent, that
the Trustee is timely directed to do so in writing as follows:

(i) Each participant and beneficiary shall be
entitled to direct the independent record keeper with respect
to the sale, exchange, or transfer of the Employer stock
allocated to the participant's separate accounts. The
independent record keeper shall then instruct the Trustee as
to the number of shares to be tendered, in accordance with the
above directions. The Committee shall instruct the Trustee to
follow the directions of the independent record keeper
pursuant to the terms of the tender offer. Instructions
received from participants and beneficiaries by the
independent record keeper shall be held in the strictest
confidence and shall not be divulged or released to any person
including the Committee, or the officers, directors, or
employees of the Employer.

(ii) The independent record keeper shall instruct
the Committee and the Trustee as to the number of shares for
which it did not receive any instructions or instructions were
not timely received. The Trustee shall tender or not tender
such shares of Employer stock as directed by the Committee.

9.5.2 Records: Following any tender offer that has resulted
in the sale or exchange or any shares of Employer stock held by the
trust, the independent record keeper to which responsibility has been
transferred shall continue to maintain on a confidential basis a
record of the separate account of each participant or beneficiary to
which shares of Employer stock were allocated at any time during such
offer, until complete distribution of such Employer stock. The record
keeper shall keep confidential any instructions that it may receive
from participants or beneficiaries relating to the tender offer.

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SECTION 10. ADMINISTRATION BY COMMITTEE:

10.1 MEMBERSHIP OF COMMITTEE: The Committee shall consist
of such individuals who shall be appointed by the Board to serve at the
pleasure of the Board from time to time. Any member of the Committee may
resign, and his successor, if any, shall be appointed by the Board. The
composition of the Committee may be changed by the Board at any time without
amending the Adoption Agreement. The Committee shall be responsible for the
general administration and interpretation of the plan and for carrying out its
provisions, except to the extent all or any of such obligations are
specifically imposed on the Trustee or the Board. The Committee shall furnish
to the Trustee such information as the Trustee shall require for the proper
administration of the trust. The plan administrator shall be the person
designated by the Employer in the Adoption Agreement. The Board may designate
another plan administrator at any time without amending the Adoption Agreement.
The plan administrator shall be agent for service of legal process on the plan.

10.2 COMMITTEE OFFICERS; SUBCOMMITTEE: The members of the
Committee shall elect a chairman and may elect an acting chairman. They shall
also elect a secretary and may elect an acting secretary, either of whom may be
but need not be a member of the Committee. The Committee may appoint from its
membership such subcommittees with such powers as the Committee shall
determine, and may authorize one or more of its members or any agent to execute
or deliver any instruments or to make any payment in behalf of the Committee.

10.3 COMMITTEE MEETINGS: The Committee shall hold such
meetings upon such notice, at such places and at such intervals as it may from
time to time determine. Notice of meetings shall not be required if notice is
waived in writing by all the members of the Committee at the time in office, or
if all such members are present at the meeting.

10.4 TRANSACTION OF BUSINESS: A majority of the members
of the Committee at the time in office shall constitute a quorum for the
transaction of business. All resolutions or other actions taken by the
Committee at any meeting shall be by vote of a majority of those present at any
such meeting and entitled to vote. Resolutions may be adopted or other action
taken without a meeting upon written consent thereto signed by all of the
members of the Committee.

10.5 COMMITTEE RECORDS: The Committee shall maintain full
and complete records of its deliberations and decisions. The minutes of its
proceedings shall be conclusive proof of the facts of the operation of the
plan. The records of the Committee shall contain all relevant data pertaining
to individual participants and their rights under the plan and in the trust
fund.

10.6 ESTABLISHMENT OF RULES: Subject to the limitations
of the plan and of ERISA, the Committee may from time to time establish rules
or by-laws for the administration of the plan and the transaction of its
business.

10.7 CONFLICTS OF INTEREST: No individual member of the
Committee shall have any right to vote or decide upon any matter relating
solely to himself or to any of his rights or benefits under the plan (except
that such member may sign unanimous written consent to resolutions adopted or
other action taken without a meeting), except to the extent such right shall be
generally provided to participants pursuant to the terms of the plan.

10.8 CORRECTION OF ERRORS: The Committee may correct
errors and, so far as practicable, may adjust any benefit or credit or payment
accordingly. The Committee may in its discretion waive any notice requirements
in the plan; provided, that a waiver of a requirement to notify

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the Trustee shall be made only with the consent of the Trustee. A waiver of
notice in one or more cases shall not be deemed to constitute a waiver of
notice in any other case. With respect to any power or authority which the
Committee has discretion to exercise under the plan, such discretion shall be
exercised in a nondiscriminatory manner.

10.9 AUTHORITY TO INTERPRET PLAN: Subject to the claims
procedure set forth in Section 15, the Committee and the plan administrator
shall have the duty, authority, and discretion to interpret and construe the
provisions of the plan and to decide any dispute which may arise regarding the
rights of participants hereunder, including the authority to construe uncertain
provisions of the plan and to make determinations as to the eligibility of
employees for plan participation and of employees and beneficiaries for
benefits under the plan. Determinations by the Committee or plan administrator
shall apply uniformly to all persons similarly situated and shall be binding
and conclusive upon all interested persons. Such determinations shall only be
set aside if the Committee or plan administrator is found to have acted
arbitrarily and capriciously in interpreting and construing the terms of the
plan.

10.10 THIRD PARTY ADVISORS: The Committee may engage an
attorney, accountant or any other technical advisor on matters regarding the
operation of the plan and to perform such other duties as shall be required in
connection therewith, and may employ such clerical and related personnel as the
Committee shall deem requisite or desirable in carrying out the provisions of
the plan. The Committee shall from time to time, but no less frequently than
annually, review the financial condition of the plan and determine the
financial and liquidity needs of the plan as required by ERISA. The Committee
shall communicate such needs to the Employer and to the Trustee so that the
funding policy and investment policy may be appropriately coordinated to meet
such needs.

10.11 COMPENSATION OF MEMBERS: No fee or compensation
shall be paid to any member of the Committee for his service as such.

10.12 COMMITTEE EXPENSES: The Committee shall be entitled
to reimbursement out of the trust fund for its reasonable expenses properly and
actually incurred in the performance of its duties in the administration of the
plan; provided, that the Employer may, in the discretion of the Board, pay such
expenses.

10.13 REQUIREMENT OF WRITING: All requests, directions,
requisitions, and instructions of the Committee to the Trustee shall be in
writing and signed by such person or persons as shall be designated in writing
by the Committee.

10.14 INDEMNIFICATION OF COMMITTEE: To the maximum extent
permitted by ERISA, no member of the Committee shall be personally liable by
reason of any contract or other instrument executed by him or on his behalf as
a member of the Committee nor for any mistake of judgment made in good faith,
and the Employer shall indemnify and hold harmless, directly from its own
assets (including the proceeds of any insurance policy the premiums for which
are paid from the Employer's own assets), each member of the Committee and each
other officer, employee, or director of the Employer to whom any duty or power
relating to the administration or interpretation of the plan may be delegated
or allocated, against any unreimbursed or uninsured cost or expense (including
any sum paid in settlement of a claim with the prior written approval of the
Board) arising out of any act or omission to act in connection with the plan,
unless arising out of such person's own fraud, bad faith, willful misconduct,
or gross negligence.

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SECTION 11. MANAGEMENT OF FUNDS AND AMENDMENT OR TERMINATION OF PLAN:

11.1 FIDUCIARY DUTIES: All assets of the plan shall be
held in a trust forming part of the plan, which shall be administered as a
trust fund to provide for the payment to the participants or their successors
in interest, out of the income and principal of the trust, of benefits as
provided in the plan. All fiduciaries (as defined in ERISA) with respect to
the plan shall discharge their duties as such solely in the interest of the
participants and their successors in interest, and (i) for the exclusive
purposes of providing benefits to participants and their successors in interest
and defraying reasonable expenses of administering the plan, including the
trust which is a part of the plan, (ii) with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent man acting in
a like capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims, and (iii) in accordance with
the plan, except to the extent such document may be inconsistent with the then
applicable federal laws relating to fiduciary responsibility. The trust fund
shall be used for the exclusive benefit of the participants and beneficiaries
and to pay administrative expenses of the plan and trust to the extent not paid
by the Employer, and no portion of the trust fund shall ever revert to or inure
to the benefit of the Employer (except as otherwise provided in this Section
11.1 and in Section 23). Notwithstanding the foregoing provisions of this
Section 11.1, the following special provisions shall apply:

11.1.1 The Sponsor expressly reserves the right to amend or
terminate the plan and liquidate the trust, and the Employer, by
execution of the Adoption Agreement, delegates to the Sponsor the
authority to amend or terminate the plan and to liquidate the trust by
written instrument signed by the duly authorized representative of the
Sponsor, and the Employer shall be deemed to have consented to any
such amendments or termination. No amendment to the plan shall be
effective to the extent that it has the effect of decreasing a
participant's accrued benefit. Notwithstanding the preceding
sentence, a participant's accrued benefit may be reduced to the extent
permitted under Section 412(c)(8) of the Code. For purposes of this
Section 11.1.1, a plan amendment which has the effect of decreasing a
participant's accrued benefit or eliminating an optional form of
benefit, with respect to benefits attributable to service before the
amendment, shall be treated as reducing an accrued benefit.
Furthermore, if the vesting schedule of a plan is amended, in the case
of an employee who is a participant as of the later of the date such
amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such
employee's right to his matching contribution account or discretionary
Employer account will not be less than his percentage computed under
the plan without regard to such amendment.

11.1.2 An Employer acting through its Board may amend the
plan by (i) changing the choice of options in the Adoption Agreement,
(ii) adding overriding plan language to the Adoption Agreement where
such language is necessary to satisfy Sections 415 or 416 of the Code
because of the required aggregation of multiple plans under these
sections, and (iii) adding certain model amendments published by the
Internal Revenue Service which specifically provide that their
adoption will not cause the plan to be treated as individually
designed. The Employer shall be considered to have an individually
designed plan if the Employer amends the plan or nonelective portions
of the Adoption Agreement for any other reason. The Employer may
terminate the plan as applicable to it at any time, subject to the
provisions of Sections 14.1 and 14.2.

11.1.3 Notwithstanding any other provisions of the plan, the
following provisions shall apply:

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(i) If the plan receives an adverse determination
with respect to the initial qualification of the plan under
Section 401(a) of the Code, on written request of the
Employer, the Trustee shall return to the Employer the amount
of such contribution (increased by earnings attributable
thereto and reduced by losses attributable thereto) within one
calendar year after the date that qualification of the plan is
denied; provided, that the application for the determination
is made by the time prescribed by law for filing the
Employer's federal income tax return for the taxable year in
which the plan is adopted or such later date as the Secretary
of the Treasury may prescribe;

(ii) On written request of the Employer, the
Trustee shall return a disallowed contribution to the extent
the deduction is disallowed under Section 404 of the Code
(reduced by losses attributable thereto, but not increased by
earnings attributable thereto) to the Employer within one year
after the date the deduction is disallowed; and

(iii) If a contribution or any portion thereof is
made by the Employer by mistake of fact, on written request of
the Employer, the Trustee shall return the contribution or
such portion (reduced by losses attributable thereto, but not
increased by earnings attributable thereto) to the Employer
within one year after the date of payment to the Trustee.

11.2 ADOPTION OF PLAN: The Employer shall, upon proper
authorization, adopt the plan and execute the Adoption Agreement. When such
Adoption Agreement has been accepted and executed by the Trustee and an initial
contribution has been received by the Trustee from the Employer, the plan as
applied to the Employer shall become effective as of the date specified in the
Adoption Agreement.

11.3 REQUIREMENT OF WRITING: All requests, directions,
requisitions, and instructions of the Committee to the Trustee shall be in
writing, signed by such person or persons as designated by the Committee.

SECTION 12. ALLOCATION OF RESPONSIBILITIES AMONG NAMED
FIDUCIARIES:

12.1 DUTIES OF NAMED FIDUCIARIES: The named fiduciaries
with respect to the plan and the fiduciary duties and other responsibilities
allocated to each, which shall be carried out in accordance with the other
applicable terms and provisions of the plan, are as follows:

12.1.1 Board:

(i) To amend the plan (subject to Sections 11.1.1
and 11.1.2);

(ii) To appoint and remove members of the
Committee, including the plan administrator;

(iii) To appoint and remove any investment managers;

(iv) To appoint and remove the Trustee under the
plan;

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(v) To determine the amount to be contributed to
the plan each year by the Employer;

(vi) To authorize the Committee to invest assets
of the trust in Employer stock or to establish an Employer
stock fund as described in Section 9.1; and

(vii) To terminate the plan.

12.1.2 Committee:

(i) To interpret the provisions of the plan and
to determine the rights of participants under the plan, except
to the extent otherwise provided in Section 16 relating to
claims procedure;

(ii) To administer the plan in accordance with its
terms, except to the extent powers to administer the plan are
specifically delegated to another named fiduciary or other
person or persons as provided in the plan;

(iii) To designate and approve any investment funds
for participant directed investments, if permitted by the
Employer under the Adoption Agreement;

(iv) To account for the accrued benefits of
participants;

(v) To direct the Trustee in the distribution of
trust assets;

(vi) To direct the Trustee in the voting and
tendering of Employer stock held by the trust to the extent
provided in Section 9;

(vii) To direct the Trustee in the purchase and
sale of Employer stock for the trust, subject to the
provisions of Section 8 and Section 9; and

(viii) To establish such procedures as it may be
advisable for the proper administration of the plan,
including, but not limited to, procedures for changes in
investment directions, transfers of assets between fund
accounts, and applications for elective deferrals, employee
after-tax contributions, participant loans, withdrawals,
distributions, direct transfers, and rollover contributions.

12.1.3 Plan Administrator:

(i) To file such reports as may be required with
the United States Department of Labor, the Internal Revenue
Service, and any other government agencies to which reports
may be required to be submitted from time to time;

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(ii) To comply with requirements of law for
disclosure of plan provisions and other information relating
to the plan to participants and other interested parties; and

(iii) To administer the claims procedure to the
extent provided in Section 16.

12.1.4 Trustee:

(i) To invest and reinvest trust assets, if
authorized by the Board, or pursuant to direction of any
investment manager(s) appointed by the Board;

(ii) To invest and reinvest trust assets in
Employer stock, if authorized by the Board and directed by the
Committee;

(iii) To make distributions to plan participants as
directed by the Committee;

(iv) To render annual accountings to the Employer
as provided in the plan; and

(v) Otherwise to hold, administer and control the
assets of the trust as provided in Section 20 of the plan.

12.1.5 Investment Manager: In the event the Board shall
appoint an investment manager to manage (including the power acquire
and dispose of) assets of the trust, as provided in Section 20.1.3 of
the plan, the duties of the investment manager shall be to manage,
acquire and dispose of assets of the trust, or to direct the Trustee
in the management, acquisition, and disposition of assets of the
trust.

12.1.6 Custodian: If the Trustee appoints a custodian to
hold and manage the assets of the trust under the plan, then
notwithstanding the foregoing provisions of this Section 12.1 or any
other provisions of the plan, the duties of the custodian shall be to
receive, hold, sell, exchange, and otherwise deal with the assets of
the trust as instructed by the Trustee (or by the investment manager,
if any, to the extent of the authority of the investment manager), to
make distributions to participants as directed by the Committee, and
to render accounts to the Trustee as provided in Section 20.2.

12.2 CO-FIDUCIARY LIABILITY: Except as otherwise provided
in ERISA, a named fiduciary shall not be responsible or liable for any act or
omission of another named fiduciary with respect to fiduciary responsibilities
allocated to such other named fiduciaries, and a named fiduciary of the plan
shall be responsible and liable only for its own acts or omissions with respect
to fiduciary duties specifically allocated to it and designated as its
responsibility.

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SECTION 13. BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS:

13.1 BENEFITS NOT ASSIGNABLE: No portion of any benefit
held or paid under the plan with respect to any participant shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge the same shall be void, nor shall
any portion of such accrued benefit be in any manner payable to any assignee,
receiver or trustee, or be liable for his debts, contracts, liabilities,
engagements, or torts, or be subject to any legal process to levy upon or
attach; provided, that this Section 13.1 shall not apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
participant pursuant to a qualified domestic relations order, as defined in
Section 414(p) of the Code, or any domestic relations order entered before
January 1, 1985.

13.2 PAYMENT TO MINORS AND OTHERS: If any individual
entitled to receive any payments under the plan shall be physically, mentally,
or legally incapable of receiving or acknowledging receipt of such payment, the
Committee, upon the receipt of satisfactory evidence of his incapacity and
satisfactory evidence that another person or institution is maintaining him and
that no guardian or committee has been appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so
maintaining him. Payment to such person or institution shall be in full
satisfaction of all claims by or through the participant to the extent of the
amount thereof.

SECTION 14. TERMINATION OF PLAN AND TRUST; REMOVAL OF
TRUSTEE; MERGER OR CONSOLIDATION OF PLAN:

14.1 COMPLETE TERMINATION: In the event of termination of
the plan, all contributions shall cease and no additional participants shall
enter the plan. The assets under the plan shall thereupon vest (that is,
become nonforfeitable) in the participants, beneficiaries, or other successors
in interest, as their interests may appear, and such vested benefit of each
such individual shall be held in the plan for distribution in accordance with
the provisions of Sections 3 and 4 of the plan; provided, that the Committee
may in its discretion provide for a liquidation of the trust and distributions
to the participants of their vested accrued benefits in cash, in kind, or in
any combination thereof. In addition, the participant's accrued benefit may,
without the participant's consent, be distributed to the participant or
transferred to another defined contribution plan (other than an employee stock
ownership plan defined in Section 4975(e)(7) of the Code) of an affiliated
employer. For purposes of the plan, a termination of Employer contributions or
a suspension or reduction of such contributions which amounts in effect to a
termination of contributions shall be regarded as a termination of the plan.

14.2 PARTIAL TERMINATION: In the event of a partial
termination of the plan, the provisions of Section 14.1 regarding a complete
termination shall apply in determining interests and rights of the participants
and their beneficiaries with respect to whom the partial termination shall
occur, and shall apply to the portion of the trust fund allocable to such
participants and beneficiaries.

14.3 REMOVAL AND RESIGNATION OF TRUSTEE: The Employer, at
any time by written notice of at least 30 days to the Trustee, may remove the
Trustee as trustee under the plan. The Trustee may resign at any time upon 30
days notice in writing to the Employer. As of the date of any such removal or
resignation of the Trustee, the Trustee shall transfer the assets of the trust
attributable to the plan as applied to the Employer to the successor trustee or
custodian named in the notice. Prior to such transfer, the accounts of the
Trustee shall be finally settled. Following such transfer, the Trustee shall
be released and discharged from all further accountability or liability with
respect to the assets of the trust fund and shall not be responsible in any way
for further disposition of such assets or any part thereof.

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14.4 MERGER OR CONSOLIDATION: In the event of any merger
or consolidation of the plan with any other plan, or a transfer of assets or
liabilities of the plan to any other plan (which merged, consolidated, or
transferee plan shall be referred to in this Section 14.4 as the "successor
plan"), the amount which each participant would receive if the successor plan
(and this plan, if he has any interest remaining therein) were terminated
immediately after the merger, consolidation, or transfer shall be equal to or
greater than the amount he would have received if this plan (and the successor
plan, if he had any interest therein immediately prior to the merger,
consolidation, or transfer) had been terminated immediately preceding the
merger, consolidation, or transfer.

SECTION 15. COMMUNICATION TO PARTICIPANTS:

In accordance with the requirements of ERISA, the plan
administrator shall communicate the principal terms of the plan to the
participants. The plan administrator shall make available for inspection by
participants and their beneficiaries during reasonable hours, at the principal
office of the Employer and at such other places as may be required by ERISA, a
copy of the plan, the trust agreement, and such other documents as may be
required by ERISA.

SECTION 16. CLAIMS PROCEDURE:

The following claims procedure shall apply with respect to the
plan:

16.1 FILING OF A CLAIM FOR BENEFITS: If a participant or
beneficiary (the "claimant") believes that he is entitled to benefits under the
plan which are not being paid to him or which are not being accrued for his
benefit, he shall file a written claim therefor with the plan administrator.
In the event the plan administrator shall be the claimant, all actions which
are required to be taken by the plan administrator pursuant to this Section 16
shall be taken instead by another member of the Committee designated by the
Committee.

16.2 NOTIFICATION TO CLAIMANT OF DECISION: Within 90 days
after receipt of a claim by the plan administrator (or within 180 days if
special circumstances require an extension of time), the plan administrator
shall notify the claimant of his decision with regard to the claim. In the
event of such special circumstances requiring an extension of time, there shall
be furnished to the claimant prior to expiration of the initial 90-day period
written notice of the extension, which notice shall set forth the special
circumstances and the date by which the decision shall be furnished. If such
claim shall be wholly or partially denied, notice thereof shall be in writing
and worded in a manner calculated to be understood by the claimant, and shall
set forth: (i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent provisions of the plan on which the denial is based;
(iii) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and (iv) an explanation of the procedure for review
of the denial. If the plan administrator fails to notify the claimant of the
decision in a timely manner, the claim shall be deemed denied as of the close
of the initial 90-day period (or the close of the extension period, if
applicable).

16.3 PROCEDURE FOR REVIEW: Within 60 days following
receipt by the claimant of notice denying his claim, in whole or in part, or,
if such notice shall not be given, within 60 days following the latest date on
which such notice could have been timely given, the claimant shall appeal
denial of the claim by filing a written application for review with the
Committee. Following such request for review, the Committee shall fully and
fairly review the decision denying the claim. Prior to the decision of the
Committee, the claimant shall be given an opportunity to review pertinent
documents and to submit issues and comments in writing.

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16.4 DECISION ON REVIEW: The decision on review of a
claim denied in whole or in part by the plan administrator shall be made in the
following manner:

16.4.1 Within 60 days following receipt by the Committee of
the request for review (or within 120 days if special circumstances
require an extension of time), the Committee shall notify the claimant
in writing of its decision with regard to the claim. In the event of
such special circumstances requiring an extension of time, written
notice of the extension shall be furnished to the claimant prior to
the commencement of the extension. If the decision on review is not
furnished in a timely manner, the claim shall be deemed denied as of
the close of the initial 60-day period (or the close of the extension
period, if applicable).

16.4.2 With respect to a claim that is denied in whole or in
part, the decision on review shall set forth specific reasons for the
decision, shall be written in a manner calculated to be understood by
the claimant, and shall cite specific references to the pertinent plan
provisions on which the decision is based.

16.4.3 The decision of the Committee shall be final and
conclusive.

16.5 ACTION BY AUTHORIZED REPRESENTATIVE OF CLAIMANT: All
actions set forth in this Section 16 to be taken by the claimant may likewise
be taken by a representative of the claimant duly authorized by him to act in
his behalf on such matters. The plan administrator and the Committee may
require such evidence as either may reasonably deem necessary or advisable of
the authority to act of any such representative.

SECTION 17. PREVIOUSLY EXISTING QUALIFIED PLANS OF THE
EMPLOYER:

By so designating in the Adoption Agreement, adoption of the
plan shall amend and supersede in its entirety a previously existing defined
contribution plan of the Employer which is qualified under Section 401(a) of
the Code immediately prior to such adoption, as evidenced by a current
favorable determination letter or opinion letter issued by the Commissioner of
Internal Revenue or his delegate (which previously existing plan shall be
referred to herein as the "prior plan"). Adoption of the instant plan shall be
deemed to amend and supersede the prior plan and shall not be deemed to be a
termination thereof. Except as permitted by regulations, no plan amendment or
transaction having the effect of a plan amendment shall be effective if it
eliminates or reduces any benefit protected under Section 411(d)(6) of the
Code, or adds or modifies conditions relating to Section 411(d)(6) protected
benefits, the result of which is a further restriction on such benefit, unless
such protected benefits are preserved with respect to benefits accrued as of
the later of the adoption date or effective date of the amendment. In applying
the provisions of Section 5.2 following adoption of this plan, each participant
in this plan on the effective date of adoption of this plan who was a
participant in the prior plan immediately before such effective date shall have
a vested percentage in his accrued benefit which shall not be less than the
percentage of his benefit in the prior plan which would have been vested in him
if the prior plan had continued in effect through the adjustment date for the
plan year in which the vested percentage is being determined.

SECTION 18. SPECIAL PROVISIONS RELATING TO TRANSFERS FROM
QUALIFIED PLANS:

With the written approval of the Committee in accordance with
procedures approved by the Committee, the Trustee shall receive and hold, as a
part of the trust fund, assets (hereinafter referred to as the "transferred
assets," which shall be deemed to include all increments allocable to such

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transferred assets) transferred directly from the trustee or custodian of any
other retirement plan (hereinafter referred to as the "transferor plan") which
is qualified under Section 401(a) of the Code. Such transferred assets may
include cash or other types of property allowed as an investment under the
plan. In applying the provisions of this Section 18, the following special
provisions shall apply:

18.1 CERTAIN TRANSFERS TO THE PLAN NOT PERMITTED: The
Committee shall not permit nor the Trustee accept any transfer from the trustee
of a defined benefit plan, a defined contribution plan which is subject to the
funding standards of Section 412 of the Code, or any defined contribution plan
that would cause this plan to be the direct or indirect transferee of a plan
which is subject to the joint and survivor annuity requirements of Section
401(a)(11) of the Code, or would otherwise cause this plan to become subject to
such requirements.

18.2 NONFORFEITABILITY OF TRANSFERRED ASSETS: The
transferred assets and all rights to or derived therefrom shall be at the time
of the transfer and at all times thereafter fully nonforfeitable and vested in
the respective participants (and in the proportions) to whom such transferred
assets had been allocated under the transferor plan.

18.3 PROTECTED BENEFITS UNDER SECTION 411(d)(6) OF THE
CODE: The protected benefits of the transferor plan, as defined in Section
411(d)(6) of the Code, shall be preserved with respect to the direct transfer
account of each participant.

18.4 LIABILITY OF TRUSTEE: The Trustee under this plan
shall not be liable or responsible for any acts or omissions in the
administration of any transferor plan and the trust thereunder of any other
person or entity who was trustee, custodian, or other fiduciary under any such
transferor plan, and the Trustee shall be held harmless from such liability or
responsibility.

18.5 SEPARATE ACCOUNTS: The Trustee shall keep a separate
and identifiable account with respect to the transferred assets of each
participant (which may be commingled for investment purposes with other assets
of the trust), designated as the "direct transfer account." The direct
transfer account of each participant shall be adjusted in the manner specified
in Section 7.

18.6 GENERAL: To the extent not inconsistent with the
provisions of this Section 18, the Committee may promulgate rules or by-laws
supplementing and implementing the provisions of this Section 18.

SECTION 19. ROLLOVERS:

19.1 ACCEPTANCE OF ROLLOVERS BY THIS PLAN: To the extent
elected by the Employer in the Adoption Agreement, an employee or participant
who receives, or deemed to receive, a distribution of all or part of his
interest from another retirement plan which is qualified under Section 401(a)
of the Code on the date of such distribution may, with the written consent of
the Committee and in accordance with procedures approved by the Committee,
transfer all or a part of such distribution to the Trustee under this plan.
The amount so transferred may include cash or other types of property allowed
as an investment under the plan. In applying the provisions of this Section
19, the following special provisions shall apply:

19.1.1 The transfer to the Trustee must occur on or before
the 60th day following the receipt by the employee or participant of
such distribution or, if such distribution has previously been
deposited in an individual retirement account or individual retirement
annuity (as defined in Section 408 of the Code), the transfer must

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occur on or before the 60th day following the receipt by the employee
or participant of the balance to his credit under such individual
retirement account or individual retirement annuity.

19.1.2 For distributions made to the employee or participant
prior to January 1, 1993, the distribution must be a qualified total
distribution within the meaning of Section 402(a)(5)(E)(i) of the
Code. For distributions made to the employee or participant after
December 31, 1992, the distribution must be an eligible rollover
distribution within the meaning of Section 402(c)(4) of the Code.

19.1.3 The amount transferred to the Trustee is limited to
the maximum rollover amount as provided in Section 402(a)(5)(B) of the
Code (Section 402(c)(2) of the Code for distributions made to an
employee or participant after December 31, 1992).

19.1.4 The amount transferred to the Trustee shall be
credited to a separate account with respect to the employee or
participant, designated as the "rollover account." With respect to
each rollover account, the following special provisions shall apply:

(i) Except as provided in paragraph (iii) below,
each rollover account shall be adjusted in the manner
specified in Section 7.

(ii) Each employee or participant having a
rollover account shall have a nonforfeitable interest therein.

(iii) Except as otherwise provided in this Section
19, the assets in the rollover account shall be administered
by the Trustee in the same manner as other trust assets.
Assets of the rollover account may be commingled for
investment with other assets of the trust fund; provided, that
with respect to a rollover contribution made other than on an
adjustment date, such contribution shall not be commingled
until immediately following the next adjustment date, and for
the period preceding such adjustment date the rollover account
of an employee or participant shall be adjusted under Section
7 as if such account constituted the entire trust fund.

19.1.5 If an eligible employee shall be permitted under the
Adoption Agreement to make such a transfer prior to his completion of
the participation requirements of Section 1.40, his rollover account
shall represent his sole interest in the plan until he becomes a
participant.

19.2 ROLLOVER DISTRIBUTIONS: This Section 19.2 shall be
effective with respect to distributions made to a participant or beneficiary
after December 31, 1992. Subject to the provisions of this Section 19.2, a
participant who becomes entitled to receive a distribution of all or part of
his account may, in accordance with procedures adopted by the Committee, elect
to have such distribution treated as a rollover distribution and transferred by
the Trustee directly to the trustee or custodian of another retirement plan or
individual retirement arrangement (the "transferee plan"). In applying the
provisions of this Section 19.2, the following provisions shall apply:

19.2.1 The distribution to be made to the participant must
be an eligible rollover distribution within the meaning of Section
402(c)(4) of the Code.

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19.2.2 The amount transferred to the transferee plan may not
exceed the amount that would otherwise be includable in the gross
income of the participant if not transferred as provided in this
Section 19.2.

19.2.3 The transferee plan must be an eligible retirement
plan within the meaning of Section 401(a)(31)(D) of the Code.

19.2.4 The election provided for in this Section 19.2 shall
also apply to (i) the surviving spouse of a participant who becomes
entitled to receive a distribution from the plan upon the death of the
participant, and (ii) the spouse or former spouse of a participant who
becomes entitled to receive a distribution from the plan pursuant to a
qualified domestic relations order (within the meaning of Section
414(p) of the Code). Notwithstanding the foregoing, a surviving
spouse of a participant may only elect to have an eligible rollover
distribution transferred directly to the trustee or custodian of an
individual retirement arrangement that qualifies as an eligible
retirement plan under Section 401(a)(31)(D) of the Code.

19.2.5 At least 30 days, but no more than 90 days, before a
distribution is to be made from a participant's account, the plan
administrator shall provide the participant or other distributee with
a written statement advising him of his rights under this Section
19.2, and of the requirement that federal income taxes be withheld on
the distribution if he does not elect to have the distribution
transferred directly to a transferee plan. The written statement
shall contain such other information as is required by Section 402(f)
of the Code.

19.2.6 Notwithstanding anything contained in this Section
19.2 to the contrary, the provisions of this Section 19.2 shall at all
times be construed and enforced according to the requirements of
Section 401(a)(31) of the Code, as the same may be amended from time
to time.

SECTION 20. TRUST PROVISIONS:

20.1 TRUSTEE'S POWERS:

20.1.1 The Trustee shall receive, hold, manage, convert,
sell, exchange, invest, reinvest, disburse, and otherwise deal with
the assets of the trust, including contributions made by the Employer
and employees to the trust and the income and profits therefrom, in
the manner and for the uses and purposes in the plan and as herein
provided. Subject to the fiduciary responsibilities imposed upon the
Trustee by ERISA, the plan, and the trust, and subject further to the
provisions of Sections 8, 9, 10.1, 20.1.2, and 20.1.3, in the
investment, reinvestment and management of the fund constituting the
trust, and the Trustee is hereby authorized and empowered:

(i) To receive all rents, issues, dividends,
income, profits and properties of every nature due the trust,
and to hold or make distribution thereof in accordance with
the terms of the plan and this trust agreement.

(ii) To retain the properties now or hereafter
received by the trust, or to dispose of them as and when
deemed advisable by public or

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private sale or exchange or otherwise, for cash or upon
credit, or partly upon cash and partly upon credit, and upon
such terms and conditions as shall be deemed proper.

(iii) To participate in any plan of liquidation,
reorganization, consolidation, merger, or other financial
adjustment of any corporation or business in which the trust
is or shall be financially interested, and to exchange any
property held in the trust for property issued under any such
plan.

(iv) To invest or reinvest principal and income of
the funds belonging to the trust in (a) common or preferred
stocks or options to buy and sell such stocks, (b) bonds,
notes or other securities (including commercial paper and
other short-term obligations), (c) mutual funds, (d)
guaranteed investment contracts issued by a legal reserve life
insurance company, (e) real or personal properties or
interests therein, (f) cash equivalent deposits, certificates
of deposit or accounts (including such deposits or accounts
issued by the Trustee), or any combination of (a) through (f),
as shall from time to time be approved by the Trustee, or to
hold any part of such principal or income in cash as may from
time to time be determined by the Trustee.

(v) If authorized by the Board and directed by
the Committee, to invest or reinvest principal and income of
the funds belonging to the trust in Employer stock.

(vi) To hold any investment belonging to the trust
in bearer form, or to register and hold the same in the name
of the Trustee or in the name of its duly authorized nominee.

(vii) To borrow for the benefit of the trust for
such periods of time and upon such terms and conditions as may
be deemed proper, any sum or sums of money, and to secure such
loans by mortgage or pledge of any property belonging to the
trust, without personal liability therefor.

(viii) To execute such deeds, leases, contracts,
bills of sale, notes, proxies, and other instruments in
writing as shall be deemed requisite or desirable in the
proper administration of the trust.

(ix) To compromise, arbitrate, or otherwise adjust
or settle claims in favor of or against the trust, except to
the extent the plan provides otherwise with respect to claims
for benefits under the plan.

(x) To make distributions to participants or
their beneficiaries at the direction of the Committee.

(xi) To renew or extend or participate in the
renewal or extension of any mortgage, upon such terms as may
be deemed advisable, and to agree to a reduction in the rate
of interest on any

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mortgage or to any other modification or change in the terms
of any mortgage or of any guarantee pertaining thereto, in any
manner and to any extent that may be deemed advisable for the
protection of the trust fund or the preservation of the value
of any investment of the trust fund; to waive any default,
whether in the performance of any covenant or condition of any
mortgage or in the performance of any guarantee, or to enforce
any such default in such manner and to such extent as may be
deemed advisable; to exercise and enforce any and all rights
of foreclosure, to bid in property on foreclosure, to take a
deed in lieu of foreclosure with or without paying a
consideration therefor, and in connection therewith to release
the obligation on the bond secured by such mortgage; and to
exercise and enforce in any action, suit, or proceeding at law
or in equity any rights or remedies in respect to any mortgage
or guarantee.

(xii) To repair, alter, or improve any buildings
which may be on any real estate forming part of the trust fund
or to erect entirely new structures thereon.

(xiii) To exercise the right to vote or tender any
securities held in the trust, or to grant proxies to vote such
securities, except to the extent that the right to vote or
tender any such securities may specifically be designated to
another hereunder.

(xiv) To make loans from the trust to participants
in accordance with the provisions of Section 6.6.

(xv) To receive and hold, as part of the trust
fund, direct transfers (as described in Section 18) and
rollovers (as described in Section 19), subject to all
limitations and requirements set forth in the plan.

(xvi) In accordance with the provisions of Section
8 and subject to the direction of the Committee, to invest and
reinvest amounts credited to participants' directed separate
accounts in such directed investment funds selected by the
Committee, including an Employer stock fund established
pursuant to Section 9.

(xvii) To transfer, at any time and from time to
time, a portion of the assets held by it pursuant to this plan
to any common trust fund within the meaning of Section 584 of
the Code or to any trust which is qualified under Section
401(a) and exempt under Section 501(a) of the Code, and which
common trust fund is maintained as a medium for the pooling of
funds of pension and profit-sharing trusts for diversifying
investments. The terms and provisions of any such trust
shall, upon such transfer and execution, be incorporated by
reference into this plan to the extent of the assets so
transferred.

(xviii) To transfer monies of this trust to a
separate fund or funds maintained solely for the assets of the
trust established with respect

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to the plan maintained by the Employer, which fund or funds
shall not be commingled, pooled, or consolidated for
investment with assets of another qualified trust. Each such
fund shall be referred to herein as an "investment fund" and
collectively as "investment funds." Assets transferred to an
investment fund shall be invested and reinvested by the
Trustee in accordance with the provisions of this Section 20.

(xix) When and to the extent directed by the
Committee, to invest all or a portion of the funds of the
trust in a group annuity or guaranteed investment contract
issued by a legal reserve life insurance company; provided,
that if the Trustee requests, the Employer shall provide the
Trustee with satisfactory indemnification against any loss,
damage or expense (including expenses of defense) incurred by
the Trustees with respect to such investment.

(xx) At the direction of the Board, to appoint a
custodian designated by the Board who shall have the authority
and responsibilities set forth in Section 12.1.6.

(xxi) To do all acts and to exercise any and all
powers, although not specifically set forth herein, as the
Trustee may deem are for and in the best interest of the plan,
the participants, and beneficiaries.

20.1.2 In carrying out the powers and duties specified in
Section 20.1.1 regarding the investment and reinvestment of trust
assets, the Trustee shall consider any general investment guidelines
which may be communicated to the Trustee from time to time by the
Committee; provided, that the Trustee shall not be required or
obligated to follow any such general guidelines, and all investment
decisions shall be the sole responsibility of the Trustee unless
specifically provided to the contrary in the trust agreement or the
plan.

20.1.3 The Board may at any time direct the Trustee to
segregate all or a specified portion of the trust assets into a
separate fund (the "directed fund") and invest it in accordance with
the directions of one or more investment managers appointed by the
Board, subject to the following provisions:

(i) Any investment manager so appointed shall be
(a) registered as an investment advisor under the Investment
Advisers Act of 1940; (b) a bank, as defined in the Investment
Advisers Act of 1940; or (c) an insurance company qualified
under the laws of more than one state to manage, acquire, and
dispose of assets of the trust under the plan.

(ii) The Board shall deliver to the Trustee a copy
of a written acknowledgement by the investment manager that it
meets the requirements of paragraph (i), that it is a
fiduciary with respect to the plan, and that it has accepted
appointment as an investment manager. The Trustee shall be
protected in assuming that the appointment of an investment
manager remains in effect until the Trustee shall be notified

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in writing by the Board that such investment manager has been
removed or has resigned.

(iii) The Trustee shall invest and reinvest the
directed funds only to the extent and in the manner directed
by the investment manager. If the Trustee has not received
instructions from an investment manager with respect to the
investment of all or a part of the directed fund, the Trustee
shall invest such amounts in interest bearing obligations
having maturities of 90 days or less, or in a common fund
comprised substantially of such obligations, until directed
otherwise by the investment manager.

(iv) Any investment manager may from time to time
issue orders for the purchase or sale of securities directly
to a broker or dealer, and the Trustee, upon direction from
the investment manager, shall execute and deliver appropriate
trading authorization. Written notice of the issuance of each
order and of execution of each order shall be authority to the
Trustee to receive securities purchased against payment
therefor and to deliver securities sold against receipt of the
proceeds therefrom, as the case may be.

(v) Upon removal or resignation of an investment
manager, and pending appointment of a substitute investment
manager, the Trustee shall invest any uninvested cash in the
manner described in paragraph (iii), and shall not sell or
liquidate any investments of the directed fund.

(vi) No plan fiduciary other than an investment
manager shall be liable for any act or omission of such
investment manager unless such fiduciary participates
knowingly in, or knowingly undertakes to conceal, such act or
omission which such fiduciary knows to be a breach of the
fiduciary responsibility of the investment manager with
respect to the plan. Further, no plan fiduciary other than an
investment manager shall be under any obligation to invest or
otherwise manage the assets of the plan that are subject to
the management of the investment manager and, to the maximum
extent permitted by ERISA, the plan fiduciaries other than the
investment manager shall have no liability or responsibility
for acts or failures to act as directed by the investment
manager, or, subject to paragraph (iii), failing to act in the
absence of any such direction.

20.1.4 Notwithstanding any other provisions of Section 20,
in no event shall the Trustee exercise any powers under the plan in a
manner that will constitute a prohibited transaction as defined in
Section 4975 of the Code and in Section 406 of ERISA.

20.1.5 Whenever a direction or authorization is required or
permitted by the plan or trust to be given to the Trustee, such
direction or authorization shall be duly made by the Trustee's receipt
of: (i) a copy of the corporate resolution or resolutions of the
Board certified by the Secretary of the Employer, in the case of any
action taken by the Board; (ii) a written instrument signed in the
name of the Employer, by its President or Secretary, in the case of
any action taken by the Employer; or (iii) a written instrument signed
by the duly authorized representative of the Committee, in the case
of any action

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taken by the Committee. Notwithstanding the foregoing, the Trustee,
in its sole discretion, may accept such other evidence of the
direction or authorization or may require such further evidence of the
direction or authorization as it deems reasonable and necessary. The
Trustee shall be fully protected in acting upon any instrument,
notice, resolution, order, certificate, opinion, facsimile, letter, or
other document that the Trustee believes to be genuine. No person
dealing with the Trustee in any transaction shall be required to
inquire into the decisions or authority of the Trustee or see to the
application by the Trustee of any property involved in such
transaction; provided, that this provision shall not relieve any plan
fiduciary dealing with the Trustee from fulfilling his fiduciary duty.
For the purposes of this trust agreement, the "fiduciary duty" of the
plan fiduciaries (including the Trustee) shall include the obligation
not to enter into prohibited transactions as described in Section
20.1.4 and all other duties imposed on plan fiduciaries by the plan,
the trust, and ERISA.

20.1.6 In the management of the trust fund, the Trustee may
employ agents and delegate to them such ministerial and limited
discretionary duties as the Trustee shall see fit, and the Trustee
shall not be responsible for any loss occasioned by any such agent
unless the Trustee shall commit a breach of its fiduciary duty (as
defined in Section 20.1.5) in the designation of such agent, in
establishing or implementing a procedure for making such designation,
or in continuing such designation in effect. The Trustee may consult
with counsel of its own selection, who may also be of counsel to the
Sponsor. The reasonable compensation or fees charged by all such
persons for their services shall be deemed to be expenses of
administration of the trust.

20.1.7 All real and personal property taxes, income taxes,
and other taxes of any and all kinds whatsoever upon or in respect of
the trust hereby created or any money, income, or property forming a
part thereof, and all expenses actually and properly incurred in the
administration of the trust, shall be paid by the Trustee out of
principal or income of the trust, as the Trustee shall determine;
provided, that the Employer may, in the discretion of the Board, pay
any of the expenses incurred in the administration of the trust. The
payment out of the trust of any taxes and expenses authorized in this
Section 20.1.7, and the payment of all other costs, expenses, or
compensation authorized by this plan to be paid out of the trust,
shall be deemed to be for the exclusive benefit of the participants
under the plan.

20.2 ACCOUNTINGS: The Trustee shall keep accurate and
detailed accounts of all investments, receipts, disbursements, and other
transactions and proceedings of the trust and all such accounts and other
records relating thereto shall be open to inspection and audit at all
reasonable times by any person designated by the Board or the Committee.
Within 90 days after the end of each plan year, and at such other times as the
Board may reasonably require, the Trustee shall prepare and deliver to the
Committee a statement of its accounts and proceedings for such plan year. Each
such statement shall be certified as accurate by the Trustee and, with respect
to the plan year in question, shall contain the following:

20.2.1 A statement of assets and liabilities aggregated by
categories and valued at fair market value as of the close of the plan
year in question.

20.2.2 A statement setting forth changes in the net assets
available for plan benefits, including a statement of receipts and
disbursements during the plan year, aggregated by general source and
application.

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20.2.3 A statement setting forth all assets held for
investment purposes aggregated and identified by issuer, borrower,
lessor, or similar party to the transaction, maturity date, rate of
interest, collateral, par or maturity value, cost, and current fair
market value.

20.2.4 A statement setting forth all loans or fixed income
obligations which were in default as of the close of the plan year or
were classified during the plan year as uncollectible, and such
detailed information with respect thereto as is required by ERISA to
be included in the annual report to be filed with the Internal Revenue
Service.

20.2.5 A statement setting forth all leases which were in
default as of the close of the plan year or were classified during the
plan year as uncollectible, and such detailed information with respect
thereto as is required by ERISA to be included in the annual report to
be filed with the Internal Revenue Service.

20.2.6 If some or all of the assets of the trust are held in
a guaranteed investment contract issued by a legal reserve life
insurance company, such information as is required by the plan
administrator to comply with the requirement to file an annual report
with the Internal Revenue Service.

20.2.7 A statement setting forth each reportable transaction
(as defined in ERISA), including such detailed information with
respect thereto as is required by ERISA to be included in the annual
report to be filed with the Internal Revenue Service.

20.2.8 If some or all of the assets of the trust are held in
a common or collective trust maintained by the Trustee, the most
recent annual statement of assets and liabilities of said common or
collective trust.

20.2.9 Such other information as may reasonably be required
by the plan administrator to comply with the requirements to file an
annual report with the Internal Revenue Service.

20.3 COMPENSATION OF TRUSTEE: If the Trustee is a bank or
corporation qualified to serve as a trustee under state law, it shall be
entitled to retain or receive out of the trust fund (subject to the provisions
of Section 20.1.6) as compensation for its services hereunder, compensation in
accordance with its usual schedule of fees in effect at the time of performance
of such services, but not in excess of reasonable compensation for such
services. If the Trustees are individuals, whether or not employees of the
Employer, they shall not receive any compensation for their services as
Trustees.

20.4 RESPONSIBILITIES AND SCOPE OF DUTIES OF TRUSTEE: The
Trustee hereby agrees to hold in trust and administer the fund hereunder,
subject to all of the terms and conditions of the plan, and to render an annual
accounting as provided in Section 20.2. The Trustee shall act in accordance
with written instructions or directions of the Committee made in conformity
with ERISA and the terms of the plan, and signed by an authorized
representative of the Committee. In carrying out such instructions or
directions, the Trustee shall not be obligated to inquire into the purpose or
purposes for such instructions or directions or whether such instructions or
directions are consistent with the plan or are otherwise proper.

20.5 FAILURE TO DIRECT TRUSTEE: If at any time the
Employer or the Committee shall be incapable for any reason of giving
instructions, directions, or authorizations to the Trustee as herein

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provided, the Trustee may act without such instructions, directions, or
authorizations as it, in its discretion, shall deem appropriate or advisable
under the circumstances for carrying out the provisions of the plan and trust.
The Trustee shall be fully protected with respect to any action taken or
omitted consistent with the terms of the plan and trust or at the direction of
the Employer, the Committee, or any participant or beneficiary pursuant to
Section 8 or Section 9, or any action taken or omitted upon the failure of the
Employer or the Committee to give directions to the Trustee as required or
permitted by the plan and trust.

20.6 INDEMNIFICATION OF TRUSTEE: If the Trustee shall be
one or more individuals and not a corporation or banking institution, the
Employer shall indemnify the Trustee, directly from the Employer's general
assets (including the proceeds of any insurance policy, the premiums for which
are paid from the Employer's assets), from and against any and all claims,
demands, losses, damages, expenses (including, by way of illustration and not
limitation, reasonable attorneys' fees and other legal and litigation costs),
judgments, and liabilities arising from, out of, or in connection with the
administration of the plan or trust (including without limitation, any action
taken or omitted pursuant to directions contained in the plan or trust, at the
direction of the Employer, the Committee, or any participant or beneficiary
pursuant to Section 8 or Section 9, or any action taken or omitted upon the
failure of the Employer or the Committee to give directions to the Trustee as
required by or permitted by this trust or the plan) or the Trustee's fiduciary
duties under the plan or trust, except when the same are judicially determined
to be due to the gross negligence or willful misconduct of the Trustee (the
"exception"). The exception shall not apply with respect to any action or
failure to act by the Trustee if the action or failure to act was directed by
the Employer or the Committee (either directly or by failing to provide
directions when requested). The Trustee shall notify the Employer of any
claim, demand, loss, damage, expense, judgment, or liability asserted against
the Trustee that may give rise to the right of indemnification provided for in
this Section 20.6 as soon as practicable after the Trustee has actual knowledge
thereof. With the prior written consent of the Trustee, the Employer shall
have the right, at its expense, to conduct the defense of the Trustee in any
proceeding to which this Section 20.6 applies. The Employer also agrees to
reimburse the Trustee for any expense (including, by way of illustration and
not limitation, reasonable attorneys' fees and other legal and litigation
costs) incurred by the Trustee in enforcing the provisions of this Section
20.6.

20.7 MODIFICATION OF THIS SECTION: An Employer may amend
or modify the administrative provisions of this Section 20 by adopting a
separate trust or custodial account document, provided that such other document
does not cause the plan to fail to satisfy the requirements of Section 401(a)
of the Code. The provisions of such other document shall override any contrary
provisions in this Plan. This subsection shall not apply, however, if the plan
as adopted by the Employer is a standardized plan.

SECTION 21. QUALIFICATION OF PLAN:

21.1 NON-STANDARDIZED PLANS: If the plan is not a
standardized form plan, the Employer shall promptly submit the plan (including
the Adoption Agreement and all necessary supporting documents), and all
amendments permitted under Section 11.1.2 which are made by the Employer to the
plan, to the Internal Revenue Service with a request for a determination letter
that the plan as applied to the Employer meets the qualification requirements
of Section 401(a) of the Code and that the trust constituting a part of the
plan is exempt under Section 501(a) of the Code.

21.2 DENIAL OF QUALIFICATION: Should the Internal Revenue
Service determine pursuant to such initial submission that the plan as applied
to the Employer does not so qualify, the following procedures shall be
followed:

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21.2.1 Notwithstanding any other provisions of the plan, the
plan as applied to the Employer shall be deemed canceled, the Employer
shall not be a party to the plan, and no employee of the Employer or
person claiming under any such employee shall have any right or claim
to any asset or benefit of the trust fund, except as provided in
Section 21.2.3.

21.2.2 The Trustee shall liquidate the trust of the Employer
and, after paying or making provision for the compensation of the
Trustee and any expenses of administration or liquidation of the
trust, shall pay the balance of the proceeds of such liquidation to
the Employer.

21.2.3 The Employer shall refund to each employee the amount
of any contribution made by him (or, if less, the amount of such
contribution then in his account).

21.3 NOTIFICATION OF SPONSOR: The Employer shall promptly
advise the Sponsor should it be notified by the Internal Revenue Service that
the plan as applied to the Employer is no longer qualified as specified in
Section 21.1. If the plan as applied to the Employer is disqualified, such
plan will no longer participate in this prototype plan and will be considered
an individually designed plan.

SECTION 22. SPECIAL TOP-HEAVY PROVISIONS:

The following special provisions shall apply and supersede any
conflicting provisions in the plan or Adoption Agreement with respect to any
plan year beginning after December 31, 1983 in which the plan is determined to
be top-heavy:

22.1 DEFINITIONS: The following definitions shall apply
for purposes of this Section 22:

22.1.1 "Determination date" shall mean for any plan year
subsequent to the first plan year, the last day of the preceding plan
year. For the first plan year of the plan, the last day of that year
shall be the determination date.

22.1.2 "Key employee" shall mean any employee or former
employee (and the beneficiaries of such employee) who at any time
during the determination period was an officer of the Employer if such
individual's annual compensation exceeds 50% of the dollar limitation
under Section 415(b)(1)(A) of the Code, an owner (or considered an
owner under Section 318 of the Code) of one of the ten largest
interests in the Employer if such individual's compensation exceeds
100% of the dollar limitation under Section 415(c)(1)(A) of the Code,
a five percent owner of the Employer, or a one percent owner of the
Employer who has an annual compensation of more than $150,000. Annual
compensation means compensation as defined in Section 23.5.2, but
including amounts contributed by the Employer pursuant to a salary
reduction agreement which are excludable from the employee's gross
income under Sections 125, 402(e)(3), 402(h) or 403(b) of the Code.
The determination period is the plan year containing the determination
date and the preceding four plan years. The determination of who is a
key employee will be made in accordance with Section 416(i)(1) of the
Code and the regulations thereunder. A "non-key employee" shall mean
any employee or former employee who is not a key employee.

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22.1.3 "Permissive aggregation group" shall mean the
required aggregation group of plans plus any other plan or plans of
the Employer which, when considered as a group with the required
aggregation group, would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.

22.1.4 "Present value" shall mean the present value
determined by reference to the interest and mortality rates specified
in Adoption Agreement.

22.1.5 "Required aggregation group" shall mean (i) each
qualified plan of the Employer in which at least one key employee
participates or participated at any time during the determination
period (regardless of whether the plan has terminated), and (ii) any
other qualified plan of the Employer which enables a plan described in
(i) to meet the requirements of Sections 401(a)(4) or 410 of the Code.

22.1.6 "Top-heavy plan" shall mean, for any plan year
beginning after December 31, 1983, this plan if any of the following
conditions exists:

(i) The top-heavy ratio for this plan exceeds 60%
and this plan is not part of any required aggregation group or
permissive aggregation group of plans.

(ii) This plan is a part of a required aggregation
group of plans but not part of a permissive aggregation group
and the top-heavy ratio for the group of plans exceeds 60%.

(iii) This plan is a part of a required aggregation
group and part of a permissive aggregation group of plans and
the top-heavy ratio for the permissive aggregation group
exceeds 60%.

22.1.7 "Top-heavy ratio" shall mean the following:

(i) If the Employer maintains one or more defined
contribution plans (including any simplified employee pension
plan) and the Employer has not maintained any defined benefit
plan which during the five-year period ending on the
determination date(s) has or has had accrued benefits, the
top-heavy ratio for this plan alone or for the required or
permissive aggregation group as appropriate is a fraction, the
numerator of which is the sum of the accrued benefits of all
key employees as of the determination date(s) [including any
part of any accrued benefit distributed in the five-year
period ending on the determination date(s)], and the
denominator of which is the sum of all accrued benefits
[including any part of any accrued benefit distributed in the
five-year period ending on the determination date(s)], both
computed in accordance with Section 416 of the Code and the
regulations thereunder. Both the numerator and denominator of
the top-heavy ratio are increased to reflect any contribution
not actually made as of the determination date, but which is
required to be taken into account on that date under Section
416 of the Code and the regulations thereunder.

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(ii) If the Employer maintains one or more defined
contribution plans (including any simplified employee pension
plan) and the Employer maintains or has maintained one or more
defined benefit plans which during the five-year period ending
on the determination date(s) has or has had any accrued
benefits, the top-heavy ratio for any required or permissive
aggregation group as appropriate is a fraction, the numerator
of which is the sum of accrued benefits under the aggregated
defined contribution plan or plans for all key employees,
determined in accordance with paragraph (i) above, and the
present value of accrued benefits under the aggregated defined
benefit plan or plans for all key employees as of the
determination date(s), and the denominator of which is the sum
of the accrued benefits under the aggregated defined
contribution plan or plans for all participants, determined in
accordance with paragraph (i) above, and the present value of
accrued benefits under the defined benefit plan or plans for
all participants as of the determination date(s), all
determined in accordance with Section 416 of the Code and the
regulations thereunder. The accrued benefits under a defined
benefit plan in both the numerator and denominator of the
top-heavy ratio are increased for any distribution of an
accrued benefit made in the five-year period ending on the
determination date.

(iii) For purposes of paragraphs (i) and (ii)
above, the value of account balances and the present value of
accrued benefits will be determined as of the most recent
valuation date that falls within or ends with the 12-month
period ending on the determination date, except as provided in
Section 416 of the Code and the regulations thereunder for the
first and second plan years of a defined benefit plan. The
account balances and accrued benefits of a participant (a) who
is a non-key employee but who was a key employee in a prior
year, or (b) who has not been credited with at least one hour
of service with any employer maintaining the plan at any time
during the five-year period ending on the determination date
will be disregarded. The calculation of the top-heavy ratio,
and the extent to which distributions, rollovers, and
transfers are taken into account will be made in accordance
with Section 416 of the Code and the regulations thereunder.
Deductible employee contributions will not be taken into
account for purposes of computing the top-heavy ratio. When
aggregating plans, the value of account balances and accrued
benefits will be calculated with reference to the
determination dates that fall within the same calendar year.
The accrued benefit of a participant who is a non-key employee
shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all defined
benefit plans maintained by the Employer, or (b) if there is
no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional
rule of Section 411(b)(1)(C) of the Code.

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22.1.8 "Valuation date" shall mean the adjustment date
defined in Section 1.4.

22.2 TOP-HEAVY REQUIREMENTS: Notwithstanding any other
provisions of the plan, the plan must satisfy the following requirements for
any plan year in which the plan is a top-heavy plan:

22.2.1 Minimum allocation requirements: Except as otherwise
provided in (a) and (b) below, the Employer contributions and
forfeitures allocated on behalf of any participant who is a non-key
employee shall not be less than the lesser of three percent of such
participant's compensation or, in the case where the Employer has no
defined benefit plan which designates this plan to satisfy Section 401
of the Code, the largest percentage of Employer contributions and
forfeitures (as a percentage of the first $200,000 of the key
employee's compensation) allocated on behalf of any key employee for
that year. If the highest percentage of Employer contributions and
forfeitures allocated to a key employee is less than three percent,
elective deferrals shall be considered when determining the amount of
contributions made on behalf of key employees. The minimum allocation
is determined without regard to any Social Security contribution.
This minimum allocation shall be made even though, under other plan
provisions, the participant would not otherwise be entitled to receive
an allocation, or would have received a lesser allocation for the
year, because of (i) the participant's failure to complete 1,000 hours
of service (or any equivalent provided in the plan), (ii) the
participant's failure to make mandatory employee contributions to the
plan, or (iii) compensation less than a stated amount. For purposes
of computing the minimum allocation, compensation shall mean
compensation as defined in Section 23.5.2 of the plan.

The provisions of this Section 22.2.1 shall not apply: (a) to
any participant who was not employed by the Employer on the last day
of the plan year, or (b) to any participant to the extent the
participant is covered under any other plan or plans of the Employer
and the Employer has provided in Section XVII. B. of the Adoption
Agreement that the minimum allocation or benefit requirement
applicable to top-heavy plans will be met in the other plan or plans.
The minimum allocation required (to the extent required to be
nonforfeitable under Section 416(b) of the Code) may not be forfeited
under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code. Neither
elective deferrals nor matching contributions made by the Employer
under Section 2 of the plan shall be taken into account for purposes
of the minimum allocation required under this Section 22.2.1 in the
event this plan is top-heavy and another plan of the Employer is not
designated to satisfy the top-heavy requirements of Section 416 of the
Code. If any additional contribution is required to be made by the
Employer on behalf of a participant to satisfy the provisions of this
Section 22.2.1, such contribution shall be allocated to the
participant's matching contribution account or discretionary Employer
contribution account, as determined by the Committee. The treatment
of any elective deferrals or matching contributions for purposes of
the minimum allocation requirement shall be made in accordance with
Section 1.416-1 of the Income Tax Regulations.

22.2.2 Minimum vesting requirements: For any plan year in
which this plan is top-heavy, one of the minimum vesting schedules as
elected by the Employer in the Adoption Agreement shall automatically
apply to the plan. The minimum vesting schedule applies to all
benefits within the meaning of Section 411(a)(7) of the Code, except
those attributable to elective deferrals and employee after-tax
contributions, including benefits accrued before the effective date of
Section 416 and benefits accrued

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before the plan became top-heavy. Further, no reduction in vested
benefits may occur in the event the plan's status as top-heavy changes
for any plan year. However, this Section 22.2.2 does not apply to the
accrued benefits of any employee who does not have an hour of service
after the plan has initially become top-heavy and such employee's
accrued benefit attributable to matching contributions, discretionary
Employer contributions, and forfeitures will be determined without
regard to this Section.

22.2.3 Adjustment to limitations on allocations:
Notwithstanding the provisions of Section 23, if, during any
limitation year in which this plan is top-heavy, the Employer
maintains a qualified defined benefit plan covering any participant in
this plan, the denominator of the participant's defined contribution
fraction (as defined in Section 23.5.5) and defined benefit fraction
(as defined in Section 23.5.3) shall be determined by substituting
"100%" for "125%" each place that it appears in Section 23.5. The
provisions of this Section 22.2.3 shall not apply, however, if the
plan would not be top-heavy for such limitation year if "90%" were
substituted for "60%" each place that it appears in Section 22.1.6 and
the minimum contribution allocated to the account of each non-key
employee who is otherwise entitled to share in the Employer
contribution for such year is one percent greater than the minimum
contribution required under Section 22.2.1.

SECTION 23. LIMITATIONS ON ALLOCATIONS:

Limitations on allocations: In administering the plan, the
following special provisions shall apply:

23.1 LIMITATIONS ON ALLOCATIONS: The following provisions
shall apply if the participant does not participate in, and has never
participated in, another qualified plan, welfare benefit fund defined in
Section 419(e) of the Code, or an individual medical account defined in Section
415(l)(2) of the Code, maintained by the Employer, which provides an annual
addition defined in Section 23.5.1:

23.1.1 The amount of annual additions (as defined in Section
23.5.1) which may be credited to the participant's account for any
limitation year (as defined in Section 23.5.9) shall not exceed the
lesser of the maximum permissible amount (as defined in Section
23.5.10) or any other limitation contained in this plan. If the
Employer contribution that would otherwise be contributed or allocated
to the participant's account would cause the annual additions for the
limitation year to exceed the maximum permissible amount, the amount
contributed or allocated shall be reduced so that the annual additions
for the limitation year will equal the maximum permissible amount.

23.1.2 Prior to determining the participant's actual
compensation (as defined in Section 23.5.2) for the limitation year,
the Employer may determine the maximum permissible amount for a
participant on the basis of a reasonable estimation of the
participant's compensation for the limitation year, uniformly
determined for all participants similarly situated.

23.1.3. As soon as administratively feasible after the end of
the limitation year, the maximum permissible amount for the limitation
year shall be determined on the basis of the participant's actual
compensation for the limitation year.

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23.1.4. If pursuant to Section 23.1.3 or as a result of an
allocation of forfeitures there is an excess amount (as defined in
Section 23.5.7), the excess will be disposed of as provided in the
Adoption Agreement.

23.2 PARTICIPATION IN MULTIPLE REGIONAL PROTOTYPE DEFINED
CONTRIBUTION PLANS: The following provisions shall apply if, in addition to
this plan, the participant is covered under another qualified regional
prototype defined contribution plan, a welfare benefit fund defined in Section
419(e) of the Code, or an individual medical account defined in Section
415(l)(2) of the Code, maintained by the Employer, which provides an annual
addition as defined in Section 23.5.1 during any limitation year:

23.2.1 The annual additions which may be credited to a
participant's account under this plan for any such limitation year
shall not exceed the maximum permissible amount reduced by the annual
additions credited to a participant's account under the other plans
and welfare benefit funds for the same limitation year. If the annual
additions with respect to the participant under other defined
contribution plans and welfare benefit funds maintained by the
Employer are less than the maximum permissible amount and the Employer
contribution that would otherwise be contributed or allocated to the
participant's account under this plan would cause the annual additions
for the limitation year to exceed this limitation, the amount
contributed or allocated shall be reduced so that the annual additions
under all such plans and funds for the limitation year will equal the
maximum permissible amount. If the annual additions with respect to
the participant under such other defined contribution plans and
welfare benefit funds in the aggregate are equal to or greater than
the maximum permissible amount, no amount shall be contributed or
allocated to the participant's account under this plan for the
limitation year.

23.2.2 Prior to determining the participant's actual
compensation for the limitation year, the Employer may determine the
maximum permissible amount for a participant in the manner described
in Section 23.1.2.

23.2.3 As soon as administratively feasible after the end of
the limitation year, the maximum permissible amount for the limitation
year shall be determined on the basis of the participant's actual
compensation for the limitation year.

23.2.4 If, pursuant to Section 23.2.3 or as a result of the
allocation of forfeitures, a participant's annual additions under this
plan and such other plans would result in an excess amount for a
limitation year, the excess amount shall be deemed to consist of the
annual additions last allocated, except that annual additions
attributable to a welfare benefit fund or individual medical account
will be deemed to have been allocated first regardless of the actual
allocation date.

23.2.5 If an excess amount was allocated to a participant on
an adjustment date of this plan which coincides with an adjustment
date of another plan, the excess amount attributed to this plan will
be the product of (A) multiplied by (B), where (A) is the total excess
amount allocated as of such date, and (B) is the ratio of (i) the
annual additions allocated to the participant for the limitation year
as of such date under this plan to (ii) the total annual additions
allocated to the participant for the limitation year as of such date
under this and all other qualified regional prototype defined
contribution plans.

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23.2.6 Any excess amount attributed to this plan will be
disposed in the manner described in Section 23.1.4.

23.3 PARTICIPATION IN TWO OR MORE DEFINED CONTRIBUTION
PLANS: If the participant is covered under another qualified defined
contribution plan maintained by the Employer which is not a regional prototype
plan (as defined in Section 23.5.12), annual additions which may be credited to
the participant's account under this plan for any limitation year shall be
limited in accordance with Sections 23.2.1 through 23.2.6 as though the other
plan were a regional prototype plan unless the Employer provides other
limitations in the Adoption Agreement.

23.4 PARTICIPATION IN THIS PLAN AND A DEFINED BENEFIT
PLAN: If the Employer maintains, or at any time maintained, a qualified
defined benefit plan covering any participant in this plan, the sum of the
participant's defined benefit fraction (as defined in Section 23.5.3) and
defined contribution fraction (as defined in Section 23.5.5) shall not exceed
1.0 in any limitation year. The annual additions which may be credited to the
participant's account under this plan for any limitation year shall be limited
in accordance with the Adoption Agreement.

23.5 DEFINITIONS: For purposes of this Section 23, the
following definitions shall apply:

23.5.1 "Annual additions" shall mean the sum of the
following amounts credited to a participant's account for the
limitation year:

(a) Employer contributions;

(b) forfeitures; and

For this purpose, any excess amount applied under Sections 23.1.4 or
23.2.6 in the limitation year to reduce Employer contributions will be
considered annual additions for such limitation year. Amounts
allocated, after March 31, 1984, to an individual medical account, as
defined in Section 415(1)(1) of the Code, which is part of a pension
or annuity benefit plan maintained by the Employer, shall be treated
as annual additions to a defined contribution plan. Also, amounts
derived from contributions paid or accrued after December 31, 1985, in
taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of
a key employee, as defined in Section 419A(d)(3) of the Code, under a
welfare benefit fund, as defined in Section 419(e) of the Code,
maintained by the Employer, are treated as annual additions to a
defined contribution plan. Excess contributions (including amounts
recharacterized as employee after-tax contributions) shall be treated
as annual additions under the plan.

23.5.2 "Compensation" shall mean one of the following as
elected by the Employer in the Adoption Agreement:

(i) Information required to be reported under
Sections 6041 and 6051 of the Code (Wages, Tips and Other
Compensation Box on Form W-2.): Compensation is defined as
wages as defined in Section 3401(a) of the Code and all other
payments of compensation to an

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employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to
furnish the employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code. Compensation must be
determined without regard to any rules under Section 3401(a)
of the Code that limit the remuneration included in wages
based on the nature or location of the employment or the
services performed (such as the exception for agricultural
labor in Section 3401(a)(2) of the Code).

(ii) Section 3401(a) wages: Compensation is
defined as wages within the meaning of Section 3401(a) of the
Code for the purposes of income tax withholding at the source
but determined without regard to any rules that limit the
remuneration included in wages based on the nature or location
of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the
Code).

(iii) 415 safe harbor compensation: Compensation
is defined as a participant's earned income, wages, salaries,
and fees for professional services and other amounts received
for personal services actually rendered in the course of
employment with the Employer maintaining the plan (including,
but not limited to, commissions paid salesmen, compensation
for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expenses allowances
under a nonaccountable plan (as described in Section 1.62-2(c)
of the Income Tax Regulations), and excluding the following:

(a) Employer contributions to a plan of
deferred compensation which are not includable in the
employee's gross income for the taxable year in which
contributed, Employer contributions under a
simplified employee pension plan to the extent such
contributions are deductible by the employee, or any
distributions from a plan of deferred compensation;

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

(d) Other amounts which receive special
tax benefits, contributions made by the Employer
(whether or not under a salary reduction agreement)
toward the purchase of an annuity contract described
in Section

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403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
employee).

For limitation years beginning after December 31, 1991, for
purposes of applying the limitations of this Section 23,
compensation for a limitation year is the compensation
actually paid or made available during such limitation year.
Notwithstanding the preceding sentence, compensation for a
participant in a defined contribution plan who is permanently
and totally disabled (as defined in Section 22(e)(3) of the
Code) is the compensation such participant would have received
for the limitation year if the participant had been paid at
the rate of compensation paid immediately before becoming
permanently and totally disabled; such imputed compensation
for the disabled participant may be taken into account only if
the participant is not a highly compensated employee (as
defined in Section 414(q) of the Code) and contributions made
on behalf of such participant are nonforfeitable when made.

23.5.3 "Defined benefit fraction" shall mean a fraction, the
numerator of which is the sum of the participant's projected annual
benefits (as defined in Section 23.5.11) under all the defined benefit
plans (whether or not terminated) maintained by the Employer, and the
denominator of which is the lesser of 125% of the dollar limitation
determined for the limitation year under Sections 415(b) and (d) of
the Code or 140% of the highest average compensation (as defined in
Section 23.5.8), including any adjustments under Section 415(b) of the
Code. Notwithstanding the above, if the participant was a participant
as of the first day of the first limitation year beginning after
December 31, 1986, in one or more defined benefit plans maintained by
the Employer which were in existence on May 6, 1986, the denominator
of this fraction shall not be less than 125% of the sum of the annual
benefits under such plans which the participant had accrued as of the
close of the last limitation year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the plan after
May 5, 1986. The preceding sentence applies only if the defined
benefit plans individually and in the aggregate satisfied the
requirements of Section 415 of the Code for all limitation years
beginning before January 1, 1987.

23.5.4 "Defined contribution dollar limitation" shall mean
$30,000 or, if greater, 25% of the defined benefit dollar limitation
set forth in Section 415(b)(1) of the Code as in effect for the
limitation year.

23.5.5 "Defined contribution fraction" shall mean a
fraction, the numerator of which is the sum of the annual additions to
the participant's account under all the defined contribution plans
(whether or not terminated) maintained by the Employer for the current
and all prior limitation years (including the annual additions
attributable to the participant's employee after-tax contributions to
all defined benefit plans, whether or not terminated, maintained by
the Employer, and the annual additions attributable to all welfare
benefit funds defined in Section 419(e) of the Code, and individual
medical accounts defined in Section 415(l)(2) of the Code, maintained
by the Employer), and the denominator of which is the sum of the
maximum aggregate amounts for the current and all prior limitation
years of service with the Employer (regardless of whether a defined
contribution plan was maintained by the Employer). The maximum
aggregate amount

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in any limitation year is the lesser of 125% of the dollar limitation
in effect under Section 415(c)(1)(A) of the Code or 35% of the
participant's compensation for such year. If the employee was a
participant as of the end of the first day of the first limitation
year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence
on May 6, 1986, the numerator of this fraction shall be adjusted if
the sum of this fraction and the defined benefit fraction would
otherwise exceed 1.0 under the terms of this plan. Under the
adjustment, an amount equal to the product of (A) multiplied by (B),
where (A) is the excess of the sum of the fractions over 1.0, and (B)
is the denominator of this fraction, will be permanently subtracted
from the numerator of this fraction. The adjustment is calculated
using the fractions as they would be computed as of the end of the
last limitation year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the plan made
after May 5, 1986, but using the Section 415 limitation applicable to
the first limitation year beginning on or after January 1, 1987. The
annual addition for any limitation year beginning before January 1,
1987, shall not be recomputed to treat all employee after-tax
contributions as annual additions.

23.5.6 "Employer" shall mean (for purposes of this Section
23) the Employer that adopts this plan, and all affiliated employers.
For purposes of this Section 23, determination of the members of a
controlled group of employers and employers under common control
pursuant to Sections 414(b) and (c) of the Code shall be made by
substituting the phrase "more than 50%" for the phrase "at least 80%"
where it appears in such Code sections.

23.5.7 "Excess amount" shall mean the excess of the
participant's annual additions for the limitation year over the
maximum permissible amount.

23.5.8 "Highest average compensation" shall mean the average
compensation for the three consecutive years of service with the
Employer that produces the highest average. A year of service with
the Employer is the 12- consecutive month period defined in Section
1.62.

23.5.9 "Limitation year" shall mean a calendar year or the
12-consecutive month period elected by the Employer in the Adoption
Agreement. All qualified plans maintained by the Employer must use
the same limitation year. If the limitation year is amended to a
different 12-consecutive month period, the new limitation year must
begin on a date within the limitation year in which the amendment is
made.

23.5.10 "Maximum permissible amount" shall mean the maximum
annual addition that may be contributed or allocated to a
participant's account under the plan for any limitation year, which
shall not exceed the lesser of (a) the defined contribution dollar
limitation, or (b) 25% of the participant's compensation for the
limitation year. The compensation limitation referred to in clause
(b) of the preceding sentence shall not apply to any contribution for
medical benefits (within the meaning of Sections 401(h) or 419A(f)(2)
of the Code) which is otherwise treated as an annual addition under
Section 415(l)(1) or 419A(d)(2) of the Code. If a short limitation
year is created because of an amendment changing the limitation year
to a different 12-consecutive month period, the maximum permissible
amount shall not exceed the defined contribution dollar limitation
multiplied by the following fraction:

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Number of months
in the short limitation year
----------------------------
12

23.5.11 "Projected annual benefit" shall mean the annual
retirement benefit (adjusted to an actuarially equivalent straight
life annuity if such benefit is expressed in a form other than a
straight life annuity or qualified joint and survivor annuity) to
which the participant would be entitled under the terms of the plan
assuming:

(i) the participant will continue employment
until normal retirement age under the plan (or current age, if
later), and

(ii) the participant's compensation for the
current limitation year and all other relevant factors used to
determine benefits under the plan will remain constant for all
future limitation years.

23.5.12 "Regional prototype plan" shall mean a plan which is
the subject of a favorable notification letter from the Internal
Revenue Service.

SECTION 24. MISCELLANEOUS PROVISIONS:

24.1 NOTICES: Each participant who is not in service and
each beneficiary shall be responsible for furnishing the plan administrator
with his current address for the mailing of notices, reports, and benefit
payments. Any notice required or permitted to be given to such participant or
beneficiary shall be deemed given if directed to such address and mailed by
regular United States mail, first class, postage prepaid. If any check mailed
to such address is returned as undeliverable to the addressee, mailing of
checks will be suspended until the participant or beneficiary furnishes the
proper address. This provision shall not be construed as requiring the mailing
of any notice or notification otherwise permitted to be given by posting or by
other publication.

24.2 LOST DISTRIBUTEES: A benefit shall be deemed
forfeited if the plan administrator is unable after a reasonable period of
time, as determined by the Committee, to locate the participant or beneficiary
to whom payment is due; provided, however, that such benefit shall be restored
from current forfeitures if a valid claim is later made by or on behalf of the
participant or beneficiary for the forfeited benefit.

24.3 RELIANCE ON DATA: The Employer, Trustee, and plan
administrator shall have the right to rely on any data provided by the
participant or any beneficiary, including representations as to age, health,
and marital status. Such representations shall be binding upon any party
seeking to claim a benefit through a participant, and the Employer, Trustee,
and plan administrator shall have no obligation to inquire into the accuracy of
any representation made at any time by a participant or beneficiary.

24.4 BONDING: Each fiduciary shall be bonded for each
plan year to the extent required by ERISA. The bond shall provide protection
to the plan against any loss by reason of acts of fraud or dishonesty by the
fiduciary alone or in connivance with others. The cost of the bond shall be an
expense of the trust and shall be paid from the trust fund unless the Board
shall elect for such cost to be paid by the Employer.

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24.5 RECEIPT AND RELEASE FOR PAYMENTS: Any payment made
from the plan to or with respect to any participant or beneficiary, or pursuant
to a disclaimer by a beneficiary, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the plan, the Employer and all
fiduciaries with respect to the plan. The recipient of any payment from the
plan may be required by the Committee, as a condition precedent to such
payment, to execute a receipt and release with respect thereto in such form as
shall be acceptable to the Committee.

24.6 NO GUARANTEE: The Trustee, the Committee, and the
Employer in no way guarantee the trust fund from loss or depreciation, nor do
they guarantee the payment of any money or other assets from the trust fund
that may be or become due to any person. Nothing herein contained shall give
any participant or beneficiary an interest in any specific part of the trust
fund or any other interest except the right to receive benefits from the trust
fund in accordance with the provisions of the plan and trust.

24.7 HEADINGS: The headings and subheadings of the plan
have been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.

24.8 CONTINUATION OF EMPLOYMENT: The establishment of the
plan shall not be construed as conferring any legal or other rights upon any
employee or any persons for continuation of employment, nor shall it interfere
with the right of the Employer to discharge any employee or to deal with him
without regard to the effect thereof under the plan.

24.9 CONSTRUCTION: The provisions of the plan shall be
construed and enforced according to the laws of the state indicated in the
Adoption Agreement, except to the extent such laws shall be superseded by the
provisions of ERISA.

<PAGE> 1

AGREEMENT

ARTICLE I
PURPOSE

The general purpose of this Agreement is to provide for harmonious
labor relations between the parties in the operations of the Company's plant,
and to provide the rates of pay, hours of labor and working conditions of the
employees. A basic principle underlying this Agreement is that each employee
shall give a fair day's work for a fair day's pay.

ARTICLE II
RECOGNITION

The Company agrees to and hereby recognizes the Union as the sole and
exclusive bargaining agent for all production and maintenance employees of the
Company at its plant at Emory Road, Knoxville, Tennessee, excluding office,
clerical employees, professional employees, guards, watchmen and supervisors as
defined in the National Labor Relations Act.

If Plasti-Line, Inc., opens and manages another manufacturing plant
and/or warehouse related to its local manufacturing operations within a fifty
(50) mile radius of the Emory Road facility, employees of such new operations
will be subject to the provisions of this Agreement. Jobs at such new
operations will be subject to the posting procedures defined in Article VIII.

ARTICLE III
HOURS OF WORK

SECTION 1 (a). The normal work day shall be eight and one half hours (8.5) in
total duration. The normal work week for the standard two shift operation
shall be:

First Shift: 7:00 a.m. Monday
Second Shift: 3:30 p.m. Monday

During the course of the normal work day, two ten minute breaks will be
provided at the Company's expense (times to be established by the Company).
One thirty minute lunch break will be established by the Company (at the
employee's expense). The final five minutes of each shift shall be set aside
for wash up.

Should the need arise for a normal three shift operation the third shift would
commence at 11:00 p.m. on Sunday night; the first shift starting at 7:00 a.m.
Monday; and the second shift starting at 3:00 p.m. on Monday. One twenty
minute lunch and one ten minute break would be incorporated into the schedule
at the expense of the Company.

SECTION 1 (b) . Should the need arise for continuous operations in all or any
part of the plant (continuous operation is defined as seven days per
week/twenty-four hours per day); each shift shall be eight hours in duration.
When the shift is eight hours, the sixth and seventh day will be at a premium
of one and one-half and double the rate of pay, respectively. Any subsequent
change from an eight hour shift shall be by mutual agreement of the Company and
the Union, and the jobs posted and bid by the contract.

SECTION 1 (c). Employees shall be allowed a paid ten minute break prior to
starting an overtime work period scheduled to continue into the shift for two
or more hours.
<PAGE> 2

SECTION 1 (d). When the Company elects to change the start/stop times of the
normal eight-hour work day for an employee or group of employees in a
department, the job(s) affected shall be posted in accordance with the
procedures defined in Section B, Article VIII of this agreement.

SECTION 2 . Overtime shall be administered as follows:

(a) All work in excess of the normal work day for an established
job shall be paid at one and one-half the base rate of pay.

(b) All work performed on the sixth day of an employee's work week
shall be paid at one and one-half times the base rate of pay.

(d) Overtime will not be pyramided; that is, no employee shall
receive overtime pay subject to more than one overtime or
holiday provision of this Agreement.

(e) For the purpose of this section, the fiscal day for each
employee shall be the 24-hour period commencing with the start
of his regular shift. This notwithstanding, if employees
start their regular shift early and work only eight (8) hours
thereafter, they shall not be entitled to pre-shift overtime
for the period from the early start to the beginning of their
fiscal day. If overtime is earned, employees shall be
entitled only to post-shift overtime in accordance with (a)
above. Before an employee agrees to start a regular shift
early, he shall be informed of the hours to be worked and any
subsequent change in hours worked shall be by mutual agreement
of the Company and the employee.

(f) The Company will notify department Stewards of its overtime
needs, specifying the number of employees required per
department and the hours to be worked. The Company will be
liable for failure to notify the Stewards. Overtime needs
will be filled from volunteers through the use of the Stewards
or Chief Stewards in the respective areas. The overtime needs
for each department will be filled by employees from that
department. The Company may, at its discretion, accept
volunteers from other departments to fill overtime needs above
the required manning level. When overtime needs are not
filled by volunteers, the Company will require additional
employees, on the basis of least seniority first, to work
overtime, providing the employee possesses the necessary
skills to perform said work. The Company shall not require
overtime for any person in any department or departments for
more than fifteen Saturdays in a calendar year of which no
more than two are consecutive. A list of employees scheduled
for the Saturday overtime shall be posted by the Union no
later than Thursday of each week and a copy given to the
Superintendent(s).

Any employee so scheduled who does not report for work on
Saturday shall be recorded as absent. Should the Company
decide to cancel Saturday overtime it shall post notice not
later than the end of the first shift on Thursday.

(g) It shall be the general policy of the Company to equalize
overtime within job classification where the Company, at its
discretion, deems such equalization to be practical. The
Company shall not be liable for failure to equalize overtime.
Overtime, subject to the Company's needs and requirements,
will be equalized as follows:

(1) Each employee will have an overtime record maintained
by the department Steward and posted in the
department where the employee works.

(2) When overtime is contemplated, the senior employee
within the classification having the least overtime
and having the required skill and ability shall be
selected for overtime.
<PAGE> 3

(3) New employees, or employees transferring from one job
classification to another, shall be started showing
one hour more overtime than any employee in the
classification in which they are assigned.

(4) All voluntary overtime shall not count towards
Company required overtime; and no more than fifteen
Saturdays are required.

SECTION 3 . Employees shall be paid on Thursday of each week prior to the
scheduled lunch break for their shift where practical, but not later than
quitting time for their shift. Pay shall be for the prior work week.

SECTION 4 . Employees whose shift commences at 3:30 p.m. (second shift) shall
receive an additional 15c. per hour shift premium.

SECTION 5 . Employees whose shift commences at 11:00 p.m. (third shift) shall
receive an additional 20c. per hour shift premium.

SECTION 6 . An employee who works four (4) hours or more of overtime into a
shift paying a premium shall receive the premium at a rate of one and one-half
times in addition to his overtime pay for said hours, unless the shift he is
working received a higher premium, in which case he would receive the higher
premium.

ARTICLE IV
HOLIDAYS

The following days shall be considered as holidays: New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, July 4th, Labor Day,
Thanksgiving, Friday after Thanksgiving, Christmas Eve, Christmas Day and New
Year's Eve Day.

If a holiday falls on other than a regular work day, it shall either
be scheduled to be observed on a work day immediately prior to or following the
holiday. By mutual consent of the Company and Union, holiday observance may be
changed to provide better work schedules. Work on these alternate days shall
be at straight time rates. All work done on actual holidays shall be paid for
at double time. To qualify for holiday pay, the employee must meet the
following conditions:

(a) The probationary employee shall have completed 90 calendar
days on the payroll prior to the date of the holiday.

(b) He shall have worked his last scheduled shift before and his
first scheduled shift after the holiday, except those
employees who are absent the scheduled work day before and
after the holiday due to illness, injury, death in the
immediate family, jury duty, major transportation difficulty,
approved Union leave or approved medical leave and presents
satisfactory evidence thereof, in which event they will be
paid for any holiday observed.

(c) If a holiday occurs during the vacation of an employee, the
employee is paid for the holiday in addition to vacation pay.

(d) In no event shall any employee, whether excused under (b)
above or laid off, be entitled to holiday pay unless he shall
have worked at least one regularly scheduled shift within
fifteen (15) calendar days prior to the holiday.

(e) At no time shall any employee be entitled to holiday pay if at
the time of the holiday there is any work stoppage of any kind
or character.
<PAGE> 4

Holiday pay shall be eight (8) hours straight pay at the regular rate
of the employee in effect at the time the holiday occurs. When payday falls on
a scheduled holiday, paychecks will be distributed the last normal work day
prior to the holiday.

ARTICLE V
VACATIONS

SECTION 1. All employees shall, upon attaining the anniversary date for years
of continuous service as set forth in Section 3 hereof, be given vacation with
pay as hereinafter determined according to the following schedule:

<TABLE>
<CAPTION>
YEARS OF CONTINUOUS SERVICE WEEKS OF VACATION WITH PAY
-----------------------------------------------------------------------------
<S> <C>
Two (2) years Two (2) weeks
Five (5) years Three (3) weeks
Fifteen (15) years Four (4) weeks
Twenty (20) years Five (5) weeks
</TABLE>

SECTION 2. For each week of vacation with pay to which an employee is
entitled under Section 1 hereof, he shall receive vacation pay as follows:

(a) Each such employee who shall have worked for the Company
during the year preceding his vacation anniversary date a
total of at least 1200 hours shall receive forty (40) hours
pay.

(b) Each such employee who shall not be eligible for vacation pay
under (a) above shall receive pay in accordance with the
following schedule:

<TABLE>
<S> <C>
800 - 1199 hours 30 hours pay
300 - 799 hours 20 hours pay
299 - or less 0 hours pay
</TABLE>

(c) Time off for compensated industrial accidents within one year
of the accident occurrence shall be counted as time worked
for purposes of this section. Time off for vacations,
holidays, jury duty, funeral leave, union business, two weeks
reserve duty and regular work days lost due to inventory shall
be counted as time worked for purposes of this section.

(d) Vacation pay shall be computed by multiplying the number of
hours of vacation to which the employee is entitled by his
regular straight time rate in effect at the time of vacation.

(e) Vacation pay shall be distributed only as specified in Section
7.

SECTION 3. For purposes of vacation pay administration, employee anniversary
dates shall be determined as follows:

(a) Employees whose seniority date falls between March 1 and
August 31, inclusive shall have an anniversary date of June 1.

(b) Employees whose seniority date falls between September 1 and
February 28, inclusive, shall have an anniversary date of
December 1.
<PAGE> 5

Any employee who is on authorized leave of absence, on sick leave, or
is laid off, but is entitled to vacation pay, determined as herein provided,
will be mailed said vacation pay.

SECTION 4. Any employee who works during his vacation shall receive his
vacation pay when due and shall be paid his regular rate for all work done by
him.

SECTION 5. Any employee desiring to take part or all of his vacation at some
other date than the time agreed to in Section 7, may arrange such other date by
permission of the Company, and shall receive such portion of his applicable
vacation pay at the start of the period as provided for in Section 7.
Employees shall have the option of electing to take an additional day of
vacation pay in lieu thereof during the third or fourth week of vacation if the
holiday falls in such vacation week, provided such third or fourth week is
outside plant shut down weeks.

SECTION 6. No vacation pay shall be due any employee who, for any reason,
fails to remain in the employ of the Company on his anniversary date, except as
noted below:

(a) An employee retiring under this Agreement will receive
pro-rata vacation pay based on the hours worked since the
employee's last anniversary date. The pro-rata pay shall be
based on the schedule set forth in Section 2 of this Article.

(b) Should an employee die during the term of this Agreement his
estate will be paid a pro-rata vacation pay based on the hours
worked by the employee since his last anniversary date. The
pro-rata pay shall be based on the schedule set forth in
Section 2 of this Article.

SECTION 7. It is agreed the summer vacation period shall be of one (1) week's
duration beginning the week July 4th falls, except for required production and
maintenance crews. This shall be a five (5) work day vacation shutdown
excluding the holiday and such time will be counted as vacation.

(a) If a holiday falls within the shut down vacation period, then
the holiday shall be given as an extra day's pay in the
employee's last paycheck before shut down.

(b) The rate of pay for vacation shall be the employee's regular
straight time rate in effect on the last workday in May for
June employees; the 15th of November for December employees
except as noted in (c) below.

(c) Employees who take vacation outside the shut down period may,
by written notice to the Company 30 days prior to their June
or December anniversary date, have their vacation pay held.
In these cases vacation pay shall be eight (8) hours straight
pay at the regular rate of the employee in effect at the time
the vacation occurs.

(d) Vacation pay will be issued June 15th for June anniversary
employees and December 1 for December anniversary employees
except for those who elect to hold their vacation pay as
stated in (d) above.

(e) For the shut down period, all December employees with more
than one (1) year's service, will receive an advance on one
(1) week's vacation pay.

(f) Fifth week vacation pay will be issued on or about the 15th of
the month following the employee's seniority date.
<PAGE> 6

ARTICLE VI
REPORTING

Any employee who is scheduled or required to report for work on any
day and is not put to work for at least four (4) hours shall be paid the
applicable rate for four (4) hours actual work on that day. The foregoing
provision shall not apply if the Company is unable to provide work because of a
strike at its plant, break-down of equipment, failure of utilities, fire,
floods, acts of God or if the employee is absent, by his own volition, at the
time that "no work" notice is given.

ARTICLE VII
WAGES

SECTION 1. Effective with the date of this contract, job classification, wage
scale and pay shall be as set forth in the attachment hereto labeled JOB
CLASSIFICATION AND WAGE SCALE, and same shall be made a part of the Agreement.

SECTION 2. Effective with the date of this contract, each employee shall
remain in the classification he held on the last day of the prior contract or a
new classification agreed upon by the Company and the Union until changed in
accordance with the terms of this contract.

ARTICLE VIII
SENIORITY

New employees, and those hired after a break in continuity of service
with the Company, shall be regarded as probationary employees for the first 90
calendar days (this may be extended an additional 90 calendar days by mutual
agreement) of their employment, or reemployment, and may be laid off or
discharged without reference to length of service. Such probationary employees
continued in the service of the Company after actually being on the payroll for
the 90 calendar day probationary period shall have a seniority status according
to their length of service from the date of hiring. In the event a
probationary employee is laid off, his period of layoff shall not exceed his
time on the payroll, at which time he shall be terminated.

Probationary employees are not eligible to bid on posted jobs.
Probationary employees may be assigned without any increase in pay so as to
enable the Company to evaluate their capabilities but the jobs they hold shall
be subject to bumping by senior employees. When a probationary employee
achieves regular employment status, the job held by that employee, if not
previously posted or accelerated, will be posted and that employee may then
bump into such job as his seniority and skill may carry him.

A. Seniority shall be administered as follows:

1. Layoffs, due to lack of work, illness or injury of
the employee, or other cause not due to the voluntary
fault of the employee, shall not constitute
interruption of continuous service as those terms are
used in this section, and the employee's seniority
status shall not be affected by such interruption.

2. An employee may be dropped from the service and payroll of the
Company for any one of the following reasons:

a. Excessive absenteeism.

b. Failure to report for two regularly scheduled
consecutive shifts to which the employee is
assigned except when the employee notifies
the Company of the reason he cannot report.
<PAGE> 7

c. When a laid off employee fails to report for
work within five (5) calendar days after
mailing a registered letter, or other
documentable means of communication, by the
Company to the employee's last known address
requesting him to do so. Within two (2)
working days after receipt of such written
notice to report to work, the employee shall
notify the Company within the five day period
provided herein.

d. Discharge for reasonable cause.

e. If he/she resigns or quits.

f. When an employee has performed no work for
twelve (12) months or a period of time equal
to his length of continuous service whichever
is greater unless failure to perform work was
due to a compensable injury or illness.

B. The Company shall post, or accelerate, all vacancies after
restoration rights have been exhausted.

1. A copy of this notice shall be given to the Chief
Steward. Such posting will continue for a period of
three (3) consecutive days, Saturday, Sunday, and
Holidays excluded, and the job will be awarded on the
fourth day. Each employee desiring to bid on said
job shall, during such three day period, sign the
posted notice and also the copy which will be held by
the Chief Steward or the Superintendent of the plant.

2. Until a job or vacancy is permanently filled as
hereinafter provided, the Company may fill such job
on a temporary basis. Temporary shall be defined as
a period not to exceed twenty (20) regular work days,
unless extended in a particular case by mutual
agreement, or unless such vacancy is caused by an
employee being absent or on vacation. At the end of
the temporary period, the transferred mployee will be
returned to the department and/or classification from
which he was transferred. Should the returning
employee not be required, due to lack of work, the
employee would be considered displaced. Such a
displaced employee may then bump into such job as
seniority and skill may entitle the employee.

3. The Company will post jobs for bid or use the
acceleration process for vacancies. The names of the
person(s) awarded the job will be posted on the
Company bulletin board on the day the job is awarded.
The Company may elect to hold a person awarded a job
in this manner until his job is filled, but in no
case longer than three (3) working days. A person
bumping another employee will, unless changed by
mutual agreement, assume that employee's job at the
start of his next regularly scheduled shift. The
Company agrees not to reduce or abolish a job for a
period of five (5) working days from the day it is
awarded and filled.

4. Employees will provide, via a Bumping/Restoration
Preference Form, the Company and their Shop Steward
bumping preferences and whether or not they desire to
be returned to their home classification in the
event of a restoration.

5. When vacancies occur, when new jobs are created, when
jobs are abolished or restored, as well as in all
cases of increase or decrease in forces, where
factors other than seniority are to control, a
conference shall be held between the representatives
of the Company and the Shop Committee for the Union,
during which the parties shall attempt to mutually
agree on the future status of the employee or
employees involved, and, in making such
determination, the following factors shall be
considered:
<PAGE> 8

a. Length of continuous service.

b. Relatively equal ability to efficiently
perform the work in question.

c. Application to the job, past performance (in
regard to quality and quantity of work) and
physical requirements of the job.

6. If (b) and (c) are relatively equal, (a) length of
continuous service, shall govern. In the event
the representatives of the Company and the Shop
Committee for the Union are unable to reach a
satisfactory understanding with respect to factors
(b) and (c), it shall be the duty of the Company to
make such determination; however, in the event the
Company gives preference to a junior employee on the
basis of such determination and should a senior
employee feel that the Company has improperly
considered the provisions of factors (b) and (c) in
making such determination, such senior employee may
file a grievance in accordance with provisions of the
Agreement. In the event such grievance is not
satisfactorily settled in accordance with the
grievance procedure of the Agreement, and should the
Union request that the grievance be submitted to
arbitration, as provided for elsewhere in this
Agreement, the questions to be determined by the
arbitrator shall be whether or not the Company, in
making its determination, fully considered all of the
provisions of factors (b) and (c) and was clearly
unreasonable in its application thereof.

7. Employees will be eligible to accept not more than
three awards of posted or accelerated jobs at
any level in any calendar year. Every time an
employee is bumped or his job is reduced, he will be
granted eligibility to accept an award of a posted or
accelerated job in addition to the three awards
allowed by the prior sentence. Not more than three
bid award eligibilities shall be carried over from
one calendar year to the next.

8. Any employee who is permanently promoted or otherwise
changed to a higher job classification, shall assume
the rate of pay under the then applicable wage scale
for the higher job. In all cases where an employee
is changed to a lower classification other than on a
temporary basis, he shall take the rate of the then
applicable wage scale of such lower classification.

C. Seniority shall be applied and administered as
follows:

1. Plant wide seniority is established.

2. When the Company contemplates that a layoff of
indefinite duration (three or more work days) is in
prospect, it shall attempt to notify employees
affected three work days in advance, but shall not be
liable in any way for failure in this regard.

3. In any reduction of forces within the plant, layoffs
shall be made by seniority, subject to the right of
the Company to retain the necessary skills and work
crews for jobs remaining to be performed, provided
employees can provide evidence of experience and/or
skills and they would otherwise be laid off.

4. In the event an employee's job is reduced from
his/her classification, the Company will honor
his/her bumping preferences as far as his seniority
and skill will allow (i.e., bumping into a skill
classification requires having previously held the
classification in a qualified status, so long as the
job has not materially and substantially changed).
Bumping preferences will be documented by each
employee for ease of administration. An employee may
amend his/her
<PAGE> 9

preference at any time, so long as the bumping
process has not commenced. In the event of a layoff
of two work days or less no employee's right to bump
shall exist, although during this period employees
will be laid off by seniority, providing they have
the qualifications to perform the available work. In
the event a more senior employee would be laid off
while a qualified junior employee remains in a
skilled classification, the senior employee would be
given the opportunity to remain employed by
demonstrating his/her ability. The employee would be
given a maximum of forty-five (45) days to
familiarize himself/herself and reach the
acceptable standards of production and quality.

5. Any employee temporarily transferred to a lower job
classification at the direction of the Company shall
continue to receive his regular rate of pay. The
person(s) temporarily transferred to a lower (or
equal) paying job shall be the junior person(s) from
a department or departments determined by the
Company. Any employee who temporarily works three
(3) or more consecutive hours in a higher job
classification by direction of the Company shall:

a. Retain his present rate of pay if
such rate is in excess of that of
the higher classification.

b. Take the rate of the pay of the
higher classification if such rate
is in excess of his present rate.

c. On temporary transfer to a higher
paying classification, the senior
employee(s) in the classification
will be given preference. On
lateral or lower classification, the
junior man with the ability to
perform the work will be required
to transfer.

6. An employee protesting his rate of pay for a
temporary assignment may process a grievance to the
extent and in the manner provided in this contract,
and if as a result of such grievance, the Company
shall be found in error, arbitrators may award such
lost pay as they deem appropriate.

7. Restoration of the work force shall be made as
follows:

a. Each employee maintains a "home
classification".

b. Upon restoring a reduced
classification, the company will
honor the employee's preference
form.

D. The Company will post on its bulletin board a list showing the
current seniority standing of each employee and will furnish
copies of such lists to the Union Business Manager and/or
Business Representative and Chief Stewards. Revised lists
will be posted every four (4) months. Any appeals from the
seniority list as posted must be made within ten (10) regular
work days of posting. Any error on a seniority list will be
corrected by the next revision with no penalty to the affected
employee(s) in the interim.

Upon written request from the Union, the Company will, within
three (3) working days, provide the Union with an updated,
current seniority list.

<PAGE> 10
ARTICLE IX
NON-DISCRIMINATION

It is the policy of the Company and the Union that the provisions of
the Agreement shall be applied without discrimination because of race, creed,
religion, color, sex, age, national origin, physical or mental handicap or
disability, or because an employee is a disabled Vet or a veteran of the
Vietnam era.

Neither the Union nor the Company shall discriminate against any
employee because of membership or activities in the Union, or because the
employee does not join the Union or refrains from engaging in any activity for
or on its behalf. Any disputes that arise concerning any alleged
discriminations shall be submitted to Step III of the grievance procedure.

Whenever used herein, the use of personal pronouns "his" or "her"
shall be deemed to include, in either case, the masculine or feminine gender.

ARTICLE X
MANAGEMENT PREROGATIVES

A. The management of the Company's plant and the direction of its working
forces, including, but not limited to, the right to establish new jobs, abolish
or change existing jobs, increase the number of jobs, establish work crews,
change material, processes, products, equipment, and operations, schedule
employees, assign work to be performed, and the right to hire and suspend,
promote, discipline or discharge for proper cause, transfer or lay off
employees because of lack of work or other legitimate reasons shall, subject to
the provisions of this Agreement, be vested exclusively in the Company.

B. The Company shall have the right to establish, maintain and enforce
reasonable rules and regulations, including rules and regulations regarding
employee abuse of controlled substances, to secure orderly plant operations; it
being understood and agreed that such rules and regulations shall not be
inconsistent or in conflict with the provisions of this Agreement. The Company
shall post on its bulletin boards and furnish the Union with a written or
printed copy of all new rules and regulations and all changes therein. Changes
in existing rules and regulations, as well as new rules and regulations
promulgated by the Company, shall not become effective until 48 hours after
copies thereof have been posted on the Company's bulletin boards and a copy
furnished to the Union.

C. There shall be no limitation as to the amount of work performed during an
employee's regular work day, and all work shall be performed in a satisfactory
and workmanlike manner. The Company and the Union agree that it is their
objective to achieve the highest limit of the employee's performance and
efficiency consistent with safety, good health and sustained efforts.

D. In the event the Union disagrees with the rate which the Company
establishes for a new job it may appeal such dispute to the grievance procedure
after a reasonable trial period for the new job, not to exceed a 90 day period.

E. If, in the opinion of the Union, an existing job has been changed to the
extent it should be reclassified or have a new classification established, it
may appeal such dispute to the grievance procedure after a reasonable trial
period for the changed job.

ARTICLE XI
GRIEVANCE PROCEDURE

A. The Grievance Committee shall consist of: Business Manager and/or Business
Representative, Shop Steward of the Department, and Chief Shop Steward. Two
(2) members of this group shall constitute a quorum.

B. Should any difference arise between the Company and the Union, or between
the Company and an employee, or employees, as to the meaning, application,
interpretation or alleged violation of this Agreement, such differences shall
be adjudicated in accordance with the provisions as hereinafter set forth in
this section. It is understood and agreed that any individual employee, or a
group of employees,
<PAGE> 11

shall have the right to present grievances to the Company and to have such
grievances adjusted without the intervention of the Union, provided any
adjustment made shall not be inconsistent with the terms of this Agreement.
The Union may have a representative present at any such hearing if it so
desires. In the event an employee, or employees, elect to have a grievance
adjudicated in accordance with the provisions of this section, the aggrieved
employee, or employees, as the case may be, shall immediately, and in any event
not later than five (5) work days from the date such grievance occurs, present
his grievance to one of the aforementioned Grievance Committee members in
writing, on forms furnished by the Union who shall within said time file the
same with the Company. It is expressly understood and agreed that after a
grievance has been presented by an employee in writing to one of the
aforementioned Grievance Committee members and the written grievance has been
presented to the employee's supervisor, no supervisor of the Company shall
discuss such grievance with the employee unless a committee member is present
during such discussion. Within a reasonable period, not to exceed one (1) work
day after the grievance, or grievances, has been presented to the Company as
herein provided, an earnest effort shall be made to settle such grievance or
differences in the following manner:

Step 1-- By the Shop Steward and the Company's Supervisor. The
Supervisor for the Company shall render a decision in writing within
three (3) work days after the grievance is presented, and if the
Supervisor's decision is not acceptable, the grievance shall within
three (3) work days, be handled in accordance with Step 2 of this
section.

Step 2-- By the Chief Steward, with or without the assistance of an
authorized representative or representatives of the Union, and the
Department Superintendent. The Superintendent shall render a decision
in writing within three (3) work days after the grievance is
presented, and if the decision rendered by the Company's
representative is not acceptable, the grievance shall within five (5)
working days, at the written request of either party to this
Agreement, be handled in accordance with Step 3 of this section.

Step 3-- By the Business Manager and/or Business Representative of the
Union and the plant manager or the Company's designee. The Company's
representative shall render a decision in writing within five (5) work
days after the grievance is presented, and if the decision rendered by
the Company's representative is not acceptable, the grievance shall
within thirty (30) calendar days, at the written request of either
party to this Agreement, be referred to arbitration as provided for
elsewhere in this Agreement.

C. Failure by either party to appeal a grievance within the time limit set
forth herein will result in the grievance being considered satisfactorily
settled in accordance with the last written decision rendered by the Company.
If the Company fails to respond within the time limit provided at any step, the
grievance is automatically moved to the next step. However, any of the time
limits set forth herein may be extended by mutual consent of the parties
hereto.

D. Any issue involving the meaning of the alleged violation of the Agreement
may be initiated by either party directly with the other party. Any issue
involving the termination of an employee may be initiated by either party
directly with the other party beginning with Step 3 of the aforementioned
grievance procedure. Upon failure to agree, such issue may be referred
immediately by either party to arbitration, as provided for elsewhere in this
Agreement.

E. The Grievance Committee provided for and mentioned in this section shall
have and possess power and authority to act for and bind the Union in
connection with those functions, rights, obligations and matters provided for
in this Agreement. They shall not have, or be deemed to have, any other
authority to act for, or bind the Union.

<PAGE> 12
ARTICLE XII
ARBITRATION PROCEDURE

A. The grievance within the scope of the Agreement, which remains unsettled
after having been fully processed pursuant to the provisions of the Grievance
Procedure, may be submitted to arbitration upon written request of either
party, provided the request is made within thirty (30) working days after the
final decision has been given under the final step of the Grievance Procedure.

B. The Company and the Union agree that the parties will meet within seven (7)
working days after request for arbitration is received to select the
arbitrator, unless an extension not to exceed five (5) working days is mutually
agreed upon. In the event that the Company and the Union are unable to agree
upon an arbitrator within this period of time, they shall submit a joint
request to the Federal Mediation and Conciliation Service for a panel of seven
(7) arbitrators within seven (7) working days subsequent to expiration of prior
seven (7) days, or extended period. The arbitrator will be selected from the
list by both the Company and the Union, each alternately striking a name from
the list until only one remains. The Company and the Union will alternate in
striking the first name from the list. The Company will strike the first name
in the first arbitration case, and the Union will strike the first name in the
second arbitration case, and continuing, etc.

C. In case of discharge or suspension where the arbitrator awards back pay,
the monetary award may not be greater than the employee's normal straight time
earnings for the period less any unemployment compensation paid to the employee
during this period.

D. Cost of the arbitrator's fee and expenses shall be borne equally by both
parties.

E. It is agreed that the authority of the arbitrator shall be limited to the
interpretation of the express terms of this Agreement or any mutually agreed
upon supplements hereto. The arbitrator shall have no power to alter or add to
the terms of this Agreement or to disregard this Agreement, or to arbitrate any
dispute arising out of the negotiation of a new Agreement or a renewal of this
Agreement, or any amendment thereof or supplement thereto.

ARTICLE XIII
SUPERVISION WORKING

No supervisor shall perform any work under the coverage of this
contract except to instruct employees or in cases of emergency. Supervisors
shall be permitted to familiarize themselves with new production techniques,
new products and equipment.

ARTICLE XIV
BULLETIN BOARDS

The Union shall have access to the bulletin boards to place any
notices concerning the Union that it desires to, provided, the notices bear the
signature of the President, the Business Manager and/or Business
Representative, or the Secretary of the local branch. The Union agrees to
furnish the Company with authorized signatures and any notice not bearing such
authorized signatures as furnished may be forthwith removed.

ARTICLE XV
AFFILIATE

In case the International Union or the Company at any time shall
change its name, reorganize, unite, consolidate, merge or affiliate, this
Agreement shall remain effective for its duration.

<PAGE> 13
ARTICLE XVI
STRIKES AND LOCKOUTS

A. The Company agrees not to cause, permit, or engage in any lockout of its
employees during the term of this Agreement except for refusal of the Union to
submit to arbitration in accordance with Article XII, or failure on the part of
the Union to carry out the award of the Board of Arbitration. The Union agrees
that neither it nor its members, individually or collectively, will, during the
term of this Agreement, cause, permit or take part in any strike, picketing,
sit-down, interference with work in or about the Company's plants or premises,
except for refusal of the Company to submit to arbitration in accordance with
Article XII or failure on the part of the Company to carry out the award of the
Board of Arbitrators.

B. The Company and the Union agree that the grievance procedures provided
herein are adequate to provide a fair and final determination of all grievances
arising under the terms of this Agreement and, further that remedies and
procedures provided by law shall be the sole and exclusive means of settling
all other disputes between the employees and the Company or between the Union
and the Company.

C. It is the desire of the Union and the Company to avoid strikes and work
stoppages. Any employee engaging in any work stoppage, intentional slow-down
of production, or unauthorized strike may be discharged or otherwise
disciplined and a grievance may be processed by such employee under the
grievance procedure afforded by this contract, but only for the purpose of
determining whether or not the employee is engaged in such work stoppage,
intentional slow-down of production, or unauthorized strike.

D. Sympathy strikes are also forbidden during the life of this agreement.

ARTICLE XVII
SAFETY AND HEALTH

The Company will make provision for the safety and health of its
employees during the hours of their employment. There shall be a permanent
Safety Committee consisting of not more than three (3) employees selected by
the Union and an equal number selected by the Company. This committee which
shall meet monthly, shall investigate, discuss and submit recommendations
calculated to relieve any unsafe working conditions that may exist. These
recommendations shall be submitted to the Company and it agrees to make
reasonable efforts to improve any safety defect which the Committee may call to
its attention. No employee will be required to work under conditions where, in
the opinion of the Safety Committee, it would be hazardous or unsafe for him to
do so.

If an employee bids and is awarded a job and at a later date
performance of such duties becomes detrimental to his health he may, by
presentation of a doctor's certificate to such effect and such other evidence
as the Company may require, be permitted to transfer to any job which such
employee may, by reason of qualification, seniority, and physical fitness be
entitled to fill.

The Company shall either have a person trained in first aid with
current certification or a nurse on duty during the major shifts.

ARTICLE XVIII
LEAVES OF ABSENCE

A. Leaves of absence without pay may be granted upon written application when
approved by the Company and the Union Executive Committee where the Company
determines that operations will not be unduly affected, and any employee to
whom such a leave is granted will retain and accumulate seniority during such
leave. Such leaves of absence may be extended upon joint approval of the above
parties from time to time to cover a period not in excess of one year.

B. Any employee who is on leave of absence and fails to return within the time
limits, or who accepts employment elsewhere, shall be considered as having
resigned.
<PAGE> 14

C. Employees on leave of absence shall retain and accumulate seniority during
such leave.

D. Leaves of absence are of six (6) basic types:

1. Personal Leaves - Not to normally exceed (30) days but may be
extended beyond 30 days if necessary if six (6) months of
Company service has been completed. The number of and length
of personal leaves granted will be determined by joint
approval of the parties.

2. Non-Occupational Illness or Injury - Not to exceed 18 months.
The Company may require a certificate from its doctor before
an employee who has been on medical leave of absence is
permitted to return to work.

3. Occupational Illness or Injury - For the total period of
disability or until it is medically determined the employee is
able to return to work. If an employee is placed on a
permanent disability rating by the Social Security
Administration or it is medically determined that the
employee is unable to work, the employee shall at that time
be terminated by the Company as being physically unable to
perform his/her job.

4. Union Business - Leaves of absence up to three year may be
granted for Union activity and seniority shall accumulate
during such leave. However, such leaves will be granted only
when requests are made to the Company by the International
Union and the Company determines that operations will not be
unduly affected. No more than two employees will be approved
for extended leaves to hold an elected office within the local
union or the International at any one time.

5. Military Leave - The Company will pay employees on Military
Leave for the difference between their regular 40 hour per
week pay and their Military pay for a period of two (2) weeks
per year upon presentation of proper documentation. Such
Military duty must be mandatory and of a temporary nature.

6. Family and Medical Leave - Unpaid leave may be taken by
eligible employees in accordance with federal law. The
Company has the right to substitute available paid leave
(e.g., vacation) for unpaid leave available under this law.

E. Whenever the Company desires a bargaining unit employee to serve in a
Company position outside the scope of this Agreement, the employee may return
to the bargaining unit and retain his seniority if such decision to return is
made within 60 calendar days after leaving. After 60 calendar days, unless
extended by mutual consent of the Company and the Union, such employee will no
longer be a member of the bargaining unit.

<PAGE> 15
ARTICLE XIX
GROUP INSURANCE AND PENSIONS

The Company will continue in effect its present Group Life Insurance
Program and will continue to offer a group health insurance plan with
equivalent benefits to the existing plan with another administrator or carrier.
This health plan shall be maintained and paid for one-half by the Company and
one-half by the employees. In the event the rates increase, the Company shall
pay for one-half. Likewise, in the event a rebate is earned, each party shall
be entitled to one-half of such amount.

An alternate health insurance plan will be offered beginning March 1,
1995. For the remainder of 1995, the weekly premiums shall be:

Employee - $10.40
Employee + One - $20.25
Family - $29.94

In future years, any premium increases (or decreases) shall be shared
one-half by the Company and one-half by the employees.

During leaves of absence, as provided for in Article XVIII hereof, and
during strikes arising as a result of contract negotiations, employees may
maintain the above insurance program in full force, provided the employees meet
the requirements of the insurance companies. The cost of the insurance will be
determined by the type of leave of absence as described in Article XVIII-D:

1. Personal Leave - The entire cost of the health and life
insurance will be borne by the employee and will be paid in
advance to the Payroll Department.

2. Non-Occupational Illness or Injury - The Company and the
Employee will each continue to bear their normal share of the
health insurance and life insurance premiums. The Employee
will pay insurance premiums thirty (30) days in advance to the
Payroll Department.

3. Occupational Illness or Injury - The Company and the Employee
will each continue to bear their normal share of the health
insurance and life insurance premiums. The Employee will pay
insurance premiums thirty (30) days in advance to the Payroll
Department.

4. Union Business - The entire cost of the health and life
insurance will be borne by the employee and will be paid in
advance to the Payroll Department.

5. Military Leave - The Company will continue to pay its portion
of the health insurance premium and all of the
non-contributory life. The employee will continue to pay the
entire cost of the contributory life. The insurance premiums
will be deducted from the employees' paychecks when they
return from duty.

LIFE INSURANCE

AMOUNT OF INSURANCE
-------------------
<TABLE>
<CAPTION>
YRS. OF SERVICE NON-CONTRIBUTORY CONTRIBUTORY
<S> <C> <C>
5 years or more $14,000 $6,000
Less than 5 years $11,000 $3,000
</TABLE>

Included with the basic life insurance the employee shall have
accidental death and dismemberment insurance equal to the amount of
basic life insurance.

<PAGE> 16
PENSION

The Company agrees to continue for the life of this Agreement
a pension plan negotiated by the parties which by this reference is made a part
thereof. In accordance with the provisions of the plan, an employee retiring
during the life of this Agreement shall receive a monthly pension of $11.67 for
each year of credited service up to 30 years and $5.84 for each year of
credited service after 30 years. Employees 55 years of age or older with 30 or
more years of credited service will be eligible to take early retirement with
no reduction of benefits. An employee working 1500 or more regular and
overtime hours in a plan year will be credited with a full year of credited
service. Employees with five or more years of credited service will be vested.

OTHER

The following benefit levels will also be in effect during the
terms of this Agreement:

<TABLE>
<CAPTION>
2/4/95 2/4/96 2/4/96
<S> <C> <C> <C>
Sickness & Accident $115/wk. $120/wk. $125/Wk.
Maximum Hospitalization $1,000,000 $1,000,000 $1,000,000
</TABLE>

ARTICLE XX
CHECKOFF

Upon receipt of a signed individual authorization, in the form agreed
upon between the Company and the Union, from any employee covered by this
Agreement, the Company shall withhold from such employee's earnings, payment
for union dues and other obligations under the terms and conditions specified
in the individual's authorization. Such deductions shall be made from each
week of said employee's earnings and promptly remitted to the financial
secretary of the union together with an alphabetized list of the names of the
employees to whom said moneys are to be credited. Shall any employee have no
earnings due him on any week, deductions shall be made from the next succeeding
pay in which the employee does have earnings. The makeup payment for union
dues shall not exceed eight (8) weeks.

On the 10th day of each month, the Company will pay to the Financial
Secretary of the Union the amounts it shall have deducted from wages of
employees pursuant to said assignments during the preceding month.

ARTICLE XXI
JURY SERVICE

Any employee who is kept away from work because of jury duty will be
paid the difference between the jury pay and the regular straight time wages he
would have received (based on regular number of shift hours of straight time
pay) had he worked such day. Provided that to be eligible for such pay such
employee shall:

A. Actually be required to be present at court for such jury service during
all or part of his normal work hours.

B. Notify the Company of his selection for jury duty immediately on receipt of
such notice and shall cooperate fully with the Company in getting himself
excused from such duty if the Company so desires.
<PAGE> 17

C. Furnish the Company a voucher from the court wherein such jury service is
performed, setting forth the number of days of jury service and the jury fees
paid to such employee for jury service.

D. This provision shall be applicable only to involuntary jury service, and no
jury pay shall be paid any employee who volunteers for jury service.

E. An employee called for jury duty who is working on a shift other than the
first shift shall be transferred to the first shift for the period of his jury
service.

ARTICLE XXII
FUNERAL LEAVE

All employees will be granted a MAXIMUM of three (3) days pay for lost
work time due to death in the immediate family. Such pay will be made only for
such consecutive work days lost that immediately follow the date of death
excluding any Saturday or Sunday falling within such period. Vacation and
holiday time shall not be considered as work days lost. The immediate family
includes husband, wife, children, mother, father, brother, sister,
mother-in-law, father-in-law, son-in-law, daughter-in-law, grandparents,
grandparents-in-law, and grandchildren. It shall be the responsibility of an
employee to fill out a preprinted form of specific detail and provide such
proof as the Company may desire, E.G., ATTENDANCE OF FUNERAL, before payment
for such absence will be made.

ARTICLE XXIII
AMENDMENTS

A. This Agreement may be amended at any time by an Agreement in writing
executed by the parties hereto, but such shall be made only by mutual
agreement, and neither party shall be required to negotiate any matter not
covered by this Agreement during the term of this Agreement as all proposals
heretofore submitted or desired by either party have been negotiated and either
eliminated or agreed upon and incorporated herein.

B. It is expressly understood and agreed that should any disagreement arise
between the parties with respect to any proposed amendment submitted by either
party in accordance with the provisions of this section, such disagreement
shall not be reviewable under the grievance procedure set forth elsewhere in
this Agreement, nor arbitrable under the arbitration provisions set forth
elsewhere in this Agreement.

ARTICLE XXIV
GENERAL POLICY STATEMENTS

A. If work of a sheet metal nature (such as duct work) on the plant shall be
done by non-union workmen, the employees may refuse to cross any picket lines
involved. This does not apply to work by or for Stransteel on the basic
construction.

B. Union business on Company time if it interferes with productivity of anyone
will be held to a minimum. Employees and union representative shall not
discuss Union business on Company time without informing their supervisors.
Supervisors shall not unduly withhold permission.

C. Radios will be allowed in the plant under the control of supervision and
federal regulations (OSHA), until Management provides a P.A. and Sound System.

D. All prior Agreements, either oral or written, are hereby canceled and this
Agreement shall constitute the only agreement between the parties, except to
the extent that later amendments are agreed upon as provided for in Article
XXIII.
<PAGE> 18

E. All rules, privileges, and benefits heretofore in effect which are not
specifically mentioned or changed by or subsequently changed as provided for in
this Agreement shall remain in effect for the life of this Agreement.

F. Employees, after reporting to work, may be excused to attend Union
meetings. Excused absence shall include reasonable travel time to and from the
meeting as well as the actual meeting time. Such excused absence shall not be
unreasonably withheld but may be declined if it would seriously disrupt the
business.

ARTICLE XXV
DURATION

This Agreement is effective as of February 4, 1995 and shall continue
in effect until midnight, February 3, 1998, and thereafter from year to year
unless either party shall give the other written notice at least sixty (60)
days prior to such termination date of a desire to change or terminate this
Agreement. The parties hereto agree that all bargainable issues are settled
for the term of this Agreement or any extensions or renewals hereof.

ARTICLE XXVI
MISCELLANEOUS AGREEMENTS

I. When a vacancy exists in the Mold Maker, Maintenance, Neonizer,
Product Developer, Painter, Sign Electrician, or Welder Classifications, the
Company shall fill such vacancies by:

A. Posting and awarding the job to the senior, qualified person
bidding. A person who held the classification for the posted
job at Plasti-Line previously or met all of the qualifications
for the job through prior Plasti-Line experience shall be
considered qualified. A welder must be certified to qualify.

B. When a vacancy cannot be filled by the procedure above, the
Company shall post a trainee job in the classification where
the vacancy exists and award the job to the senior bidding
person.

II. All trainees shall be subject to the following provisions:

A. Employees awarded a trainee classification will be reviewed in
minimum thirty (30) day increments to ensure that progress
toward meeting the necessary qualifications is being made. A
trainee not making satisfactory progress may be disqualified
at any time. A trainee who is disqualified shall be given
bumping rights.

B. Trainees shall be paid the rate listed in the Job
Classification and Wage Scale of this Agreement. Trainees may
be awarded the classification and paid the rate for that
classification at any time during the training period that
they meet all of the qualifications for the job.

C. After completing a six (6) month training period, trainees
shall be awarded the classification for which they trained and
be paid the rate for that classification.
<PAGE> 19

IN WITNESS WHEREOF, the respective parties have caused this
Agreement to be signed in their respective names by their respective officers,
all by authority duly given, on the effective date of February 4, 1995.

PLASTI-LINE, INC.

KATHY C. WOOD
Vice President Human Resources

STEVE ESTEP
Plant Manager

JULIE A. GLIBBERY
Human Resources Manager

LOCAL UNION NO. 555

DANNY NEUBERT
Business Manager/Financial Secretary

DANNY PENLAND
Business Representative

ROY UNDERWOOD

DAVE FREDERICK

ROBERT L. MINTON

MICHAEL L. PYLE

DAN RALEY

<PAGE> 20

JOB CLASSIFICATION & WAGE SCALE

The following classifications and wage rates will be in effect for the period
of this Agreement.

<TABLE>
<CAPTION>
CLASSIFICATION DEPARTMENT
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Rate '95 [ ]* '96 [ ]* '97 [ ]* '98 [ ]*

Welder Weld Shop
Maintenance Maintenance
Product Developer Product Development
Neonizer Neon Shop
Mold Maker Mold Shop
Painter Plastic Paint
Metal Paint
Sign Electrician Metal Fabrication

Rate '95 [ ]* '96 [ ]* '97 [ ]* '98 [ ]*

Machine Operator Machine Shop
Neon Shop (Lettermaker)
Clad
Plastic Forming
Screen Room
Utility Plant
Pumper Neon Shop
Expeditor Machine Shop

Rate '95 [ ]* '96 [ ]* '97 [ ]* '98 [ ]*

Fabricator Plastic Fabrication
Trim and Rout
Metal Fabrication
Column Fabrication
Kit Fabrication
Sandblaster
Poleyard Fabrication
Cutter Cutting
Assembler/Crater Assembly
Crating
Neon Assembly
Storekeeper Receiving
Face Storage
Shipping
Forktruck - Metal
Forktruck - Plastic
Scrap & Reclamation
Janitor Janitorial
Lettermaker Neon Shop

Trainees Rate '95 [ ]* '96 [ ]* '97 [ ]*
</TABLE>

(Maintenance, Mold Maker, Product Developer, Welder, Neonizer, Painter, Sign
Electrician)

Lead persons +25c.
Classification combinations - Pay highest rate

* Omitted pursuant to a request for confidential treatment.
<PAGE> 21

UNIFORM ALLOWANCE

A weekly uniform allowance of [ ]* shall be provided those employees
in the following classifications for any week in which they receive wages:

<TABLE>
<S> <C>
Maintenance Mold Maker
Welder Janitor
Painter Product Developer
Machine Operator--Screen Room
Neonizer

</TABLE>

* Omitted pursuant to a request for confidential treatment.
<PAGE> 22

WAGE PROGRESSION
----------------

<TABLE>
<S> <C>
STARTING WAGE [ ]*

4 MONTHS [ ]*

12 MONTHS [ ]*

18 MONTHS [ ]*

24 MONTHS [ ]*

30 MONTHS FULL RATE [ ]*
</TABLE>

THE PROGRESSION WILL BE ADJUSTED AT THE BEGINNING OF YEAR 2
BASED ON THE AMOUNT OF THE WAGE INCREASE.

IF IT IS NECESSARY TO HIRE INTO THE SKILLED CLASSIFICATIONS,
THE COMPANY SHALL HAVE THE FLEXIBILITY TO HIRE AT UP TO 80% OF THE FULL RATE
AND ADVANCE THE NEW EMPLOYEE TO THE FULL RATE FROM 90 TO 180 DAYS BASED ON
SKILLS AND ABILITY TO PERFORM THE JOB, PROVIDED THAT THE COMPANY HAS EXHAUSTED
ALL BIDDING PROCEDURES ACCORDING TO THE CONTRACT. EMPLOYEES HIRED PRIOR TO
FEBRUARY 3, 1995 WILL BE SUBJECT TO THE PROGRESSION IN PLACE AT THE TIME OF
THEIR HIRE.

* Omitted pursuant to a request for confidential treatment.

<PAGE> 1

EXHIBIT 13

PLASTI-LINE, INC.

ANNUAL REPORT

1994

<PAGE> 2

CONTENTS
1 CLIENT COLLAGE
2 MCDONALD'S DRIVE-THRU
MENUBOARD
3 GM-FACILITIES SIGNAGE
4 LETTER TO STOCKHOLDERS
5 CONSOLIDATED FINANCIAL
STATEMENTS
15 REPORT OF INDEPENDENT
ACCOUNTANTS
15 MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS

PROFILE
PLASTI-LINE, INC. IS AN INDUSTRY
LEADER PROVIDING A COMPLETE
RANGE OF CORPORATE IDENTITY
PRODUCTS AND SERVICES FOR
AUTOMOTIVE, FAST FOOD, PETROLEUM,
RETAIL, BANKING, AND LODGING
MARKETS. OUR EXPERTISE IS THE
DESIGN, MANUFACTURE, INSTALLATION,
AND MAINTENANCE OF INDOOR,
OUTDOOR, AND ON-PREMISE SIGNAGE,
AS WELL AS POINT-OF-PURCHASE
PRODUCTS. HEADQUARTERED IN
KNOXVILLE, TENNESSEE, THE COMPANY
ENGINEERS AND PRODUCES PRODUCTS
AT FACILITIES IN KNOXVILLE,
TENNESSEE, FLORENCE, KENTUCKY,
AND ONTARIO, CALIFORNIA. THE
COMPANY EMPLOYS OVER 800 PEOPLE.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS (1)(2) (in thousands, except per share data)
- -----------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Sales $ 77,309 $ 90,362 $ 83,220 $ 71,548 $ 85,864
Income (loss) before taxes
and cumulative effect
of accounting change (5,361) 4,643 4,006 1,739 999
Income (loss) before
cumulative effect
of accounting change (4,837) 2,854 2,385 901 703
Cumulative effect of
accounting change - - (648) - -
- -----------------------------------------------------------------------------------------------
Net income (loss) $ (4,837) $ 2,854 $ 1,737 $ 901 $ 703
===============================================================================================
Income (loss) per share
before cumulative effect
of accounting change $ (1.31) $ .77 $ .65 $ .25 $ .20
Cumulative effect of
accounting change - - (.18) - -
- -----------------------------------------------------------------------------------------------
Net income (loss) per share $ (1.31) $ .77 $ .47 $ .25 $ .20
===============================================================================================
Working capital $ 23,349 $ 18,713 $ 17,554 $ 13,405 $ 16,568
Total assets 51,450 49,522 53,424 49,282 52,700
Long-term debt 12,004 6,536 7,960 7,555 13,842
Stockholders' equity 22,353 27,081 24,084 22,270 21,333

</TABLE>

(1) Please refer to Notes to Consolidated Financial Statements contained herein
(2) The Company has paid no dividends during the above periods.
<PAGE> 3

OUR MISSION IS TO EXCEED OUR
CUSTOMER'S EXPECTATIONS.
TO ACHIEVE THIS MISSION:

WE WILL CREATE AND PROVIDE
CORPORATE IDENTIFICATION AND POINT-OF-
PURCHASE MARKETING PRODUCTS AND
SERVICES.

WE WILL BE THE HIGHEST QUALITY,
MOST RESPONSIVE AND CONSISTENTLY
COMPETITIVE SUPPLIER TO THE CUSTOMERS
WE SERVE.

WE WILL CREATE AN ENVIRONMENT
THAT OFFERS INVOLVEMENT, OPPORTUNITY,
RECOGNITION AND PERSONAL SATISFACTION,
BASED ON A FOUNDATION OF CONTINUOUS
IMPROVEMENT.

WE WILL ACHIEVE A SUPERIOR
RETURN FOR OUR STOCKHOLDERS, MAINTAIN
MUTUALLY PROFITABLE LONG TERM RELATION-
SHIPS WITH OUR SUPPLIERS, AND BE A
RESPONSIBLE MEMBER OF OUR COMMUNITY.

<PAGE> 4

[FIGURE 1]

MCDONALD'S (LOGO)

Plasti-Line was selected by McDonald's Corporation
as the sole manufacturer of their new drive-thru
menuboard system. The menuboard will be used at all
new traditional McDonald's restaurants and made
available to existing McDonald's restaurants for
upgrading their current model.

This project represents more than a year's effort
working with McDonald's and key component suppli-
ers. It also represents Plasti-Line's continued move-
ment toward cellular manufacturing. Many depart-
ments at both Plasti-Line and American Sign were
involved in helping to develop the
menuboard system and manufacturing process.

[FIGURE 2]

<PAGE> 5

[FIGURE 3]

"IT'S A BOLD MOVE. IT'S BOLD ALRIGHT. BUT
ABSOLUTELY NECESSARY TO THE COMPETITIVE-
NESS OF CHEVROLET DEALERSHIPS IN THE COMING
DECADE. IT'S A MATTER OF IMAGE...AND THE
ATTITUDE AND CUSTOMER CARE THAT BACKS UP
THE IMAGE. IT'S 'GENUINE CHEVROLET' TAKEN
TO OUR CUSTOMERS... DIRECT. THE PURPOSE IS
TO CREATE A CONSISTENT, CONTEMPORARY,
INSTANTLY IDENTIFIABLE EXTERIOR DEALERSHIP
IMAGE NATIONWIDE."

THESE ARE THE WORDS OF RON SOBREM,
CHEVROLET'S GENERAL SALES AND SERVICE
MANAGER, DESCRIBING THE CHEVROLET IMAGE
2000 PROGRAM TO ESTABLISH AN UPDATED
IMAGE FOR CHEVROLET DEALERS ACROSS THE
COUNTRY. PLASTI-LINE IS THE SOLE SUPPLIER AND
ONE OF THE FEW SIGN COMPANIES WITH THE
EXPERIENCE AND RESOURCES TO TAKE ON A PRO-
GRAM OF THIS MAGNITUDE.

THE IMPLEMENTATION AND CONCEPT HAS BEEN
IN THE WORKS SINCE 1988. PLASTI-LINE HAS
BEEN INVOLVED EVERY STEP OF THE WAY TO
ENGINEER THE MORE THAN 100 AVAILABLE ELE-
MENTS, PERFORM AN ON-SITE SURVEY FOR EVERY
INTERESTED DEALER, MANUFACTURE ELEMENTS
SPECIFICALLY FOR THAT DEALERSHIP, AND FINALLY,
UTILIZE OUR NATIONWIDE NETWORK OF ERECTORS
TO INSTALL THE ELEMENTS.

IN THE COMING YEARS THE CHEVROLET IMAGE
2000 PROGRAM WILL BE ONE OF THE PROGRAMS
ESTABLISHING THE STANDARD FOR THE AUTO-
MOTIVE INDUSTRY. PLASTI-LINE IS ALSO ESTABLISH-
ING NEW STANDARDS FOR THE IMAGE INDUSTRY.
WORLD CLASS CUSTOMERS REQUIRE WORLD CLASS
SUPPLIERS. THAT'S PLASTI-LINE!

<PAGE> 6

LETTER TO STOCKHOLDERS

Nineteen-ninety four proved to be one of the most difficult years in
Plasti-Line's fifty year history. We believe, however, the year marked a
turning point for our Company. Among our successes were the progress made on
our business re-engineering project and the significant new business
opportunities developed during the year. Among our disappointments were the
levels of sales and earnings resulting from reduced demand from several of our
regular customers.

Sales were $77,309,000 in 1994 as compared to $90,362,000 for the prior year, a
decrease of 14.4%. The Company had a net loss of $4,837,000 in 1994 as
compared to income of $2,854,000 in 1993. The net loss per share was $1.31 as
compared to net income per share of $.77 in 1993.

Before the write-off of goodwill and the restructuring charge taken in 1994,
operating income before taxes and interest was $1,753,000 which was down
$3,574,000 from the prior year due to lower sales combined with increased
administrative costs associated with the Company's re-engineering project. The
1994 operating results included pre-tax provisions for a goodwill write-off of
$3,986,000 and a restructuring charge of $2,416,000. On an after-tax basis,
the impact of these charges was $5,472,000 or $1.48 per share.

During the quarter the Company determined that the goodwill established with
the purchase of American Sign was not recoverable over the remaining 32 year
amortization period. Given the past and projected performance of this
business, we believe the write-off of the remaining $3,986,000 of goodwill is
appropriate at this time. Second, the Company took a $1,721,000 charge in the
fourth quarter to reserve for losses related to "Horizon", the Company's order
verification product. Unfortunately while we believe the marketplace is ready
for such a product, Horizon, designed and developed by a third party vendor,
had design flaws. As a result of a study completed during the fourth quarter,
the Company has determined it should not sell the current product. We are
engaged in litigation against this vendor in an effort to recover the loss we
incurred with this product. We are also investigating our alternatives for
developing a workable order verification product.

Several actions in 1994 will strengthen us in the future:

- - First and foremost, our business re-engineering project will strengthen
our leadership position in our industry. We expect the return on our
investment (in excess of $1.5 million in 1994) from this project will
come in many ways including shorter lead times throughout the business,
lower costs, improved asset utilization, a more highly trained and
proactive workforce, and better service to our customers.
- - We were encouraged by the sales achieved by our West Coast operation,
Plasti-Line West, which began operations during the first quarter of
1994. We expect this business to continue to expand in 1995 and provide
the groundwork for future Company investments in regional sign businesses
in other selected regions of the country to service more effectively and
economically our national customers.
- - The General Motors Chevrolet Facilities Image program had meaningful
sales after a number of years of development with this valued customer.
With over 100 Chevrolet dealerships identified by Plasti-Line in 1994, we
anticipate increased sales in 1995.
- - In conjunction with McDonald's Corporation, Plasti-Line has developed a
new generation of outdoor menuboards for the drive-thru sections of
their restaurants. We will begin shipment of this product in the first
quarter of 1995 and expect additional sales of this product in the
future.

We are optimistic about the future and believe our dedicated employees, strong
customer base, and the investments we are currently making in the business will
ultimately provide our stockholders with an appropriate return. Once again we
extend our appreciation for your support over the years.

RICHARD A. BANFIELD JAMES R. MARTIN
Richard A. Banfield James R. Martin
President and Chief Operating Officer Chairman and Chief Executive Officer

<PAGE> 7

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FISCAL YEARS ENDED JAN. 1, JAN. 2, JAN. 3,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1995 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues
Net sales $ 77,309 $ 90,362 $ 83,220
Other income 853 751 1,114
- ---------------------------------------------------------------------------------
Total revenues 78,162 91,113 84,334

Cost and expenses
Cost of sales 63,060 74,433 68,493
Selling, general
and administrative 13,349 11,353 11,203
Interest expense 712 684 632
Goodwill write-off 3,986 -- --
Provision for restructuring costs 2,416 -- --
- ---------------------------------------------------------------------------------
Total cost and expenses 83,523 86,470 80,328
- ---------------------------------------------------------------------------------

Income (loss) before provision for
income taxes and cumulative
effect of accounting change (5,361) 4,643 4,006
Provision for income taxes 524 (1,789) (1,621)
- ---------------------------------------------------------------------------------

Income (loss) before cumulative
effect of accounting change (4,837) 2,854 2,385
Cumulative effect of
accounting change -- -- (648)
- ---------------------------------------------------------------------------------

Net income (loss) $ (4,837) $ 2,854 $ 1,737
=================================================================================

Income (loss) per share before
cumulative effect of
accounting change $ (1.31) $ .77 $ .65
Cumulative effect per share of
accounting change -- -- (.18)
- ---------------------------------------------------------------------------------

Net income (loss) per share $ (1.31) $ .77 $ .47
=================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

PLASTI-LINE, INC.
5
<PAGE> 8

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JAN.1, JAN.2,
(IN THOUSANDS OF DOLLARS, EXCEPT PAR VALUE) 1995 1994
- ------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 10 $ 10
Marketable securities 599 505
Accounts receivable, net 16,010 13,634
Inventory 19,213 17,256
Prepaid expenses 1,679 926
Deferred income taxes 1,869 1,200
- ------------------------------------------------------------------
Total current assets 39,380 33,531
Property and equipment, net 11,947 11,747
Goodwill -- 4,111
Other assets 123 133
- ------------------------------------------------------------------
Total assets $ 51,450 $ 49,522
==================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ 745 $ 745
Accounts payable 6,750 5,054
Accrued liabilities 4,078 3,250
Income taxes currently payable (46) 452
Customer deposits and deferred revenue 4,504 5,317
- ------------------------------------------------------------------
Total current liabilities 16,031 14,818
Long-term debt 12,004 6,536
Deferred income taxes 987 1,012
Deferred liabilities 75 75
Commitments and
contingencies (Notes 6 and 10)
Stockholders' equity
Preferred stock - $.001 par value,
5,000,000 shares
authorized, none issued -- --
Common stock - $.001 par value,
20,000,000 shares
authorized, 3,684,286 shares issued
in 1994, 3,684,286 shares issued in 1993 4 4
Additional paid-in-capital 2,571 2,484
Notes receivable, common stock (152) (174)
Retained earnings 19,930 24,767
- ------------------------------------------------------------------
Total stockholders' equity 22,353 27,081
- ------------------------------------------------------------------
Total liabilities and stockholders' equity $ 51,450 $ 49,522
==================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

PLASTI-LINE, INC.
6
<PAGE> 9

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
FISCAL YEARS ENDED JAN. 1, JAN. 2, JAN. 3,
(IN THOUSANDS OF DOLLARS) 1995 1994 1993
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
COMMON STOCK
Balance at beginning of year $ 4 $ 4 $ 4
Issuance of common stock -- -- --
Sales of common stock to
employees and directors -- -- --
- -----------------------------------------------------------------------------------------------
Balance at end of year $ 4 $ 4 $ 4
===============================================================================================

ADDITIONAL PAID-IN-CAPITAL
Balance at beginning of year $ 2,484 $ 2,360 $ 2,090
Sale of common stock to
employees and directors,
11,000 shares in 1994,
11,000 shares in 1993,
and 60,850 shares in 1992 87 124 270
- -----------------------------------------------------------------------------------------------
Balance at end of year $ 2,571 $ 2,484 $ 2,360
===============================================================================================

NOTES RECEIVABLE,
COMMON STOCK
Balance at beginning of year $ (174) $ (193) $ --
Issuance of notes receivable
common stock (28) -- (193)
Payments of notes receivable
common stock 50 19 --
- -----------------------------------------------------------------------------------------------
Balance at end of year $ (152) $ (174) $ (193)
===============================================================================================

RETAINED EARNINGS
Balance at beginning of year $ 24,767 $ 21,913 $ 20,176
Net income (loss) (4,837) 2,854 1,737
- -----------------------------------------------------------------------------------------------
Balance at end of year $ 19,930 $ 24,767 $ 21,913
===============================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

PLASTI-LINE, INC.
7
<PAGE> 10

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FISCAL YEARS ENDED JAN. 1, JAN. 2, JAN. 3,
(IN THOUSANDS OF DOLLARS) 1995 1994 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net income (loss) $ (4,837) $ 2,854 $ 1,737
Adjustments to reconcile net income
loss) to net cash provided by (used in)
operating activities
Depreciation and amortization 1,875 1,642 1,831
(Gain) loss on disposal of fixed assets 138 (5) (35)
Provision for losses on accounts receivable 121 139 67
Deferred tax provision (benefit) (694) 459 (35)
Cumulative effect of accounting change -- -- 648
Plant close expense -- -- 700
Goodwill write-off 3,986 -- --
Provision for restructuring costs 2,416 -- --
Changes in assets and liabilities
Receivables (2,497) (51) (3,585)
Inventory (2,637) 1,763 (3,772)
Prepaid expenses and other assets (756) (12) 252
Accounts payable 1,696 (1,053) 3,096
Accrued liabilities (519) (2,052) 52
Income taxes payable (473) 132 (409)
Deferred liabilities (838) (2,122) (2,264)
- ------------------------------------------------------------------------------------------
Net cash provided by (used in)
operating activities (3,019) 1,694 (1,717)
- ------------------------------------------------------------------------------------------
Cash flows from investing activities
Proceeds from sales of fixed assets 1 43 399
Proceeds from sales of investments 400 -- --
Investment in marketable securities (499) 1,515 (817)
Capital expenditures (2,460) (1,971) (1,904)
Net cash used by investing activities (2,558) (413) (2,322)
Cash flows from financing activities
Proceeds from long-term debt, net of
funds held by trustee -- -- 431
Net borrowings under line of credit 6,213 (679) 1,150
Repayments of long-term debt (745) (745) (1,462)
Sale of common stock 59 124 77
Payments of notes receivable -
common stock 50 19 --
- ------------------------------------------------------------------------------------------
Net cash provided by (used in)
financing activities 5,577 (1,281) 196
- ------------------------------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents -- -- (3,843)
Cash and cash equivalents,
beginning of year 10 10 3,853
- ------------------------------------------------------------------------------------------
Cash and cash equivalents,
end of year $ 10 $ 10 $ 10
- ------------------------------------------------------------------------------------------
Supplemental disclosures of cash
flow information
Interest paid $ 799 $ 730 $ 714
Income taxes paid $ 786 $ 1,326 $ 2,065
==========================================================================================
Non-cash transactions
Amortization of compensation
from restricted stock $ 35 $ 66 $ 40
Issuance of notes receivable -
common stock $ (28) $ -- $ (193)
==========================================================================================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

PLASTI-LINE, INC.
8
<PAGE> 11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 DESCRIPTION OF BUSINESS

Plasti-Line, Inc. (the Company) is a publicly held company whose principal
business is the manufacture and sale of internally illuminated signs.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, American Sign & Marketing Services, Inc. (American
Sign). All significant intercompany accounts and transactions have been
eliminated.

FISCAL YEAR

The Company's fiscal year consists of four quarters of thirteen weeks ending on
the last Sunday of the quarter. Each quarter's first two months consist of four
weeks with the last month of the quarter consisting of five weeks.

CASH AND MARKETABLE SECURITIES

Cash and cash equivalents consist of cash on hand and on deposit, and highly
liquid instruments with maturities of three months or less. Marketable
securities (valued at cost, which approximates market) consist of the
following:

<TABLE>
<CAPTION>
JAN.1, JAN.2,
(IN THOUSANDS OF DOLLARS) 1995 1994
- ---------------------------------------------------------------------------
<S> <C> <C>
Certificates of deposits $ 100 $ 100
U.S. Government and U.S. Government
Agency Obligations 499 405
- ---------------------------------------------------------------------------
Total marketable securities $ 599 $ 505
===========================================================================
</TABLE>

INVENTORIES

Inventories are stated at lower of cost or market. Cost is determined by the
last-in, first-out ("LIFO") method.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation. The
provision for depreciation has been calculated using the straight-line method.
The following represent the useful lives over which the assets are depreciated:

- ---------------------------------------------------------------------------
Buildings and improvements 15 - 40 years
Machinery and equipment 3 - 7 years
- ---------------------------------------------------------------------------

Major renewals and improvements are capitalized, while replacements,
maintenance, and repairs which do not improve or extend the life of the
respective assets are expensed currently. When depreciable assets are sold or
retired, the cost and related accumulated depreciation are removed from the
accounts, and any gain or loss is included in the earnings for the period.

INCOME TAXES

Deferred tax assets and liabilities have been recorded to reflect the expected
future tax consequences of events that have been included in the financial
statements or tax returns based on the difference between the financial and tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.

REVENUE RECOGNITION

The Company recognizes revenue and cost upon completion of sign installation.
If the Company is not installing the signage, revenue is recognized upon
shipment.

PREFERRED STOCK

The Company's authorized preferred stock may be issued from time to time in
series having such designated preferences and rights, qualifications and
limitations as the Board of Directors may determine.

PLASTI-LINE, INC.
9
<PAGE> 12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

PER SHARE DATA

Net income (loss) per common share is computed by dividing net income (loss) by
the weighted average number of common shares and dilutive common equivalent
shares outstanding during each period. For purposes of computing common stock
equivalent shares outstanding, shares relating to options have been calculated
using the treasury stock method for the portion of each period for which the
options were outstanding and using the fair value of the Company's common stock
for each of the respective periods.

RECLASSIFICATIONS

Certain reclassifications have been made to the 1993 and 1992 financial
statements to conform to the 1994 presentation.

3 GOODWILL WRITE-OFF

Goodwill is composed of the following:

<TABLE>
<CAPTION>
ACCUMULATED
(IN THOUSANDS OF DOLLARS) GROSS AMORTIZATION NET
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at January 3, 1993 $ 4,982 $ (747) $ 4,235
Amortization of goodwill -- (124) (124)
- --------------------------------------------------------------------------------------------
Balance at January 2, 1994 4,982 (871) 4,111
Amortization of goodwill -- (125) (125)
Goodwill write-off (4,982) 996 (3,986)
- --------------------------------------------------------------------------------------------
Balance at January 1, 1995 $ -- $ -- $ --
============================================================================================
</TABLE>

Goodwill represents the excess of acquisition costs over fair market value of
net assets acquired in the purchase of American Sign in 1986. American Sign has
not achieved the projected sales and earnings estimated at the time of the
acquisition due to increased competitive pressures, unsuccessful efforts to
replace an aging product line, and management turnover. These conditions have
resulted in reduced earnings and even losses over the last several years. The
Company determined that, without anticipating the benefits of lower costs due
to the business re-engineering currently underway on future projections,
projected results would not support the future amortization of American Sign's
remaining goodwill balance of $4.0 million. Management evaluated the
recoverability of goodwill based on this forecast of future operations and
income over the remaining amortization of the goodwill. Management also
evaluated the recoverability of goodwill based on the discounted value of this
same forecast using a 30 year Treasury bond discount rate. Management projected
flat sales from the four-year historical sales trend and management's estimate
of future sales performance. In the projection, management assumed cost
increases can be recovered in product pricing, no new products will be
introduced that will generate significant incremental sales, and that current
competitive conditions will be unchanged in the projected period. Management
believes that these projected results are representative of American Sign's
future performance without the benefit of the business re-engineering
restructuring. These projections, excluding the effects of goodwill
amortization, indicated that operations through the year 2026 yielded a
cumulative pre-tax loss. Accordingly, the Company wrote off the unamortized
balance of goodwill in the fourth quarter of 1994.

4 PROVISION FOR RESTRUCTURING COSTS

The 1994 operating results include a pre-tax charge for restructuring of $2.4
million. This charge primarily consists of a $1.7 million charge for inventory
and related costs associated with a fast food restaurant drive-through order
verfication product ("Horizon") at the Company's American Sign subsidiary.

During the fourth quarter, the Company determined the Horizon order
verification system was not viable. The Company is currently engaged in
litigation against the third party designer and manufacturer of the product. In
addition to the Horizon provision, the restructuring charge includes $367
thousand for a loss on abandonment of certain equipment in Knoxville, $167
thousand for severance and outplacement costs related to the business
re-engineering project, and $162 thousand for costs relating to disposal of the
Centerville facility (Note 10).

PLASTI-LINE, INC.
10
<PAGE> 13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT DATA

<TABLE>
<CAPTION>
JAN.1, JAN.2,
(IN THOUSANDS OF DOLLARS) 1995 1994
- ---------------------------------------------------------------
<S> <C> <C>
Accounts receivable $ 16,223 $ 13,756
Less: allowances for doubtful accounts (213) (122)
- ---------------------------------------------------------------
Total accounts receivable, net $ 16,010 $ 13,634
===============================================================

INVENTORY CONSISTS OF:
Raw materials $ 5,763 $ 4,437
Work-in-process 1,818 1,696
Finished goods 13,625 14,098
- ---------------------------------------------------------------
Total inventory (FIFO) 21,206 20,231
LIFO reserve (1,993) (2,975)
- ---------------------------------------------------------------
Total inventory (LIFO) $ 19,213 $ 17,256
===============================================================

PROPERTY AND EQUIPMENT CONSISTS OF:
Land $ 1,177 $ 1,177
Buildings and improvements 12,231 11,406
Machinery and equipment 15,085 14,308
- ---------------------------------------------------------------
Total property and equipment, gross 28,493 26,891
Less: accumulated depreciation (16,546) (15,144)
- ---------------------------------------------------------------
Total property and equipment, net $ 11,947 $ 11,747
===============================================================
</TABLE>

6 LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
JAN. 1, JAN. 2,
(IN THOUSANDS OF DOLLARS) 1995 1994
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
KNOX COUNTY INDUSTRIAL REVENUE BONDS:
$2.25 million bearing interest at a variable rate (5.4% at January 1, 1995 and
2.8% at January 2, 1994) and the balance at a fixed rate at 7.65%. Interest is
payable quarterly and $680 thousand of principal payable annually with $2.63
million payable on November 1, 1999. $ 5,350 $ 6,030

REVOLVING LINE OF CREDIT in the amount of $10 million expiring or converting to
term notes on December 31, 1997. The line bears interest at a variable rate
(6.735% at January 1, 1995, and 4.2% at January 2, 1994). 6,682 471

INDUSTRIAL REVENUE BONDS OF AMERICAN SIGN, interest payable quarterly, at a
variable rate (7.65% at January 1, 1995 and 6.5% at January 2, 1994). Principal
of $16.25 thousand payable quarterly through December 1, 2005. 717 780

Less current maturities (745) (745)
- --------------------------------------------------------------------------------------------------------
Total long-term debt $12,004 $ 6,536
========================================================================================================
</TABLE>

The Revolving Line of Credit contains various covenants including restricting
other borrowings, the payment of cash dividends, the sale of certain assets,
and the Company's ability to acquire other businesses without written consent.
The covenants also require the Company to maintain liability to net worth,
interest coverage, cash flow ratios, and a minimum net worth. The Company
obtained a waiver of the covenants for the fourth quarter of 1994 for a period
of one year ending on January 1, 1996.

PLASTI-LINE, INC.
11
<PAGE> 14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6 LONG-TERM DEBT - CONTINUED

Maturities of long-term debt in each of the next five years are as follows
assuming borrowings under the Revolving Line of Credit are converted to term
notes (in thousands of dollars):

The following is a schedule of future minimum rental payments for certain
manufacturing and data processing equipment which are required under operating
leases that have initial or remaining noncancelable lease terms in excess of
one year (in thousands of dollars):

Operating lease rental expense was $658,000, $824,000, and $866,000 for 1994,
1993, and 1992, respectively.

7 INCOME TAXES

Components of income tax provisions are as follows:

<TABLE>
<CAPTION>
JAN.1, JAN.2, JAN.3,
(IN THOUSANDS OF DOLLARS) 1995 1994 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT TAX PROVISIONS:
Federal $ 221 $ 1,230 $ 1,453
State 34 100 203
- ------------------------------------------------------------------------------------------
255 1,330 1,656
DEFERRED INCOME TAXES RELATED TO:
Depreciation (54) (53) (31)
Recognition of bad debts (34) 7 19
Horizon write-off (640) -- --
Financial reserves (129) 416 (55)
Maintenance revenue recognition 31 19 (13)
Other items 47 70 45
- ------------------------------------------------------------------------------------------
Total $ (524) $ 1,789 $ 1,621
==========================================================================================
</TABLE>

The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income Taxes" and reported the cumulative effect of this change separately in
the 1992 Consolidated Statement of Operations. The primary components of the
deferred tax assets and (liabilities) are as follows:

<TABLE>
<CAPTION>
JAN.1, JAN.2,
(IN THOUSANDS OF DOLLARS) 1995 1994
- -----------------------------------------------------------------------
<S> <C> <C>
CURRENT:
Inventory valuation $ 547 $ 294
Workers' compensation and other financial reserves 277 188
Vacation reserve 165 165
Deferred sales 126 230
Plant close reserve 84 149
Environmental reserve 37 96
Horizon write-off 640 --
Other financial reserves 221 212
Pension asset (228) (134)
- -----------------------------------------------------------------------
Total current $ 1,869 $ 1,200
=======================================================================
LONG-TERM:
Property and equipment $ (987) $(1,012)
=======================================================================
</TABLE>

PLASTI-LINE, INC.
12
<PAGE> 15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7 INCOME TAXES - CONTINUED

Reconciliation of income tax expense (benefit) at the statutory federal tax
rate with the actual effective income tax rate is as follows:

<TABLE>
<CAPTION>
JAN.1, JAN.2, JAN.3,
(IN THOUSANDS OF DOLLARS) 1995 1994 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Marginal federal tax rate (34.0)% 34.0% 34.0%
State income taxes net of federal
taxes (2.6) 2.1 3.0
Non-deductible expenses of
acquired companies 28.4 1.0 1.1
Other (1.6) 1.4 2.4
- ------------------------------------------------------------------------------------------
Effective rate (9.8)% 38.5% 40.5%
==========================================================================================
</TABLE>

8 STOCK OPTION PLANS

The Company has a Stock Incentive Program consisting of a Key Employee Plan and
a Director Plan under which options to purchase up to 350,000 shares of common
stock may be granted. Under the terms of the Key Employee Plan, the Company may
grant options to certain employees of the Company. The option price is equal to
the published bid price of the stock on the date of the grant. The options
become exercisable ratably over four years beginning one year after the date of
the grant and expire in five to ten years. Also included in the Key Employee
Plan are 31,000 shares awarded to certain key managers. These shares are
restricted for ten years from the date of the grant unless earned earlier. The
shares can be earned in years three to ten if certain earnings per share
measures are met. In addition, 47,100 and 6,100 of restricted shares of stock
were purchased by certain key managers during 1992 and 1994, respectively.
These shares, purchased at $4.00 - $5.00 per share, vest two years from the
date of purchase. The Company has accepted notes from these individuals in
payment for this stock with interest paid monthly and principal paid annually
for ten years. The notes receivable for these shares are shown as a reduction
of Stockholders' Equity. Compensation expense of $35,000 was recognized in 1994
for restricted shares awarded and purchased.

Under the Director Plan, the Company has granted non-qualified options to
purchase 25,500 shares to members of its Board of Directors. These options are
priced from $5.00 to $11.00 per share, vest as soon as the director has
completed two years of service, and expire ten years from the date of grant.

Activity and price information regarding the Stock Incentive Program during the
last three fiscal years is as follows:

<TABLE>
<CAPTION>
OPTION PRICE
SHARES PER SHARE
- ---------------------------------------------------------------
<S> <C> <C>
Outstanding as of December 29, 1991 93,550 $ 4.50- 7.75
Granted 87,500 5.50- 12.00
Exercised (7,250) 5.00- 6.00
Canceled (21,750) 5.00- 6.00
- ---------------------------------------------------------------
Outstanding as of January 3,1993 152,050 4.50- 12.00
Granted 30,500 10.50- 12.00
Exercised (11,000) 5.00- 11.00
Canceled (11,250) 4.50- 6.00
- ---------------------------------------------------------------
Outstanding as of January 2, 1994 160,300 4.50- 12.00
Granted 39,000 5.25- 8.00
Exercised (4,900) 4.50- 5.00
Canceled (16,350) 4.50- 12.00
- ---------------------------------------------------------------
Outstanding as of January 1, 1995 178,050 $ 4.75- 12.00
===============================================================
</TABLE>

PLASTI-LINE, INC.
13
<PAGE> 16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9 EMPLOYEE BENEFIT PLANS

The Company maintains a profit sharing plan for salaried employees. The Company
is required to contribute at least three percent of current period net income.
Total contributions were $0 in 1994, $115 thousand in 1993, and $95 thousand in
1992.

The Company maintains a savings plan available to all salaried employees.
Each participant may elect to defer up to twelve percent of their annual
compensation. The Company makes an annual contribution equal to one quarter of
the participants' contributions up to a maximum Company contribution equal to
six percent of the participant's compensation. The total contributions were $59
thousand in 1994, $73 thousand in 1993, and $80 thousand in 1992.

The Company also has a non-contributory defined benefit pension plan that
covers substantially all hourly employees at the Knoxville location. Benefits
are based on a fixed amount for each year of service. The Company's funding
policy is to annually contribute the maximum amount that can be deducted for
federal income tax purposes.

The weighted average discount rate used in determining the actuarial present
value of the projected benefit obligation was 7.5%. The expected long-term rate
of return on assets was 7.5%. Net pension cost included the following
components:

<TABLE>
<CAPTION>
JAN.1, JAN.2, JAN.3,
(IN THOUSANDS OF DOLLARS) 1995 1994 1993
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost $ 91 $ 70 $ 61
Interest cost 251 238 223
Actual return on plan assets 3 (194) (248)
Net amortization and deferral (189) 18 89
- ------------------------------------------------------------------------------------------
Net pension cost $ 156 $ 132 $ 125
==========================================================================================
</TABLE>

The following table sets forth the pension plan's funded status and amount
recognized in the Company's balance sheet.

<TABLE>
<CAPTION>
JAN.1, JAN.2,
(IN THOUSANDS OF DOLLARS) 1995 1994
- -------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested $ 3,333 $ 3,189
Non-vested 318 218
- -------------------------------------------------------------------------
Accumulated and projected 3,651 3,407
Plan assets at fair value, primarily listed
stocks and bonds 3,715 3,461
- -------------------------------------------------------------------------
Plan assets above accumulated benefit obligation 64 54
Unrecognized net gain from past experience
different from that assumed and effects of
changes in assumptions 5 (313)
Prior service cost not yet recognized in net periodic
pension cost 531 594
- -------------------------------------------------------------------------
Total pension asset $ 600 $ 335
=========================================================================
</TABLE>

10 CONTINGENCIES AND OTHER LIABILITIES

The Company has become subject to various lawsuits, claims, and other legal
matters in the course of conducting business. The Company, based in part upon
opinions of counsel, believes the outcome of such lawsuits, claims, and other
legal matters will not have a material impact on the Company's future
consolidated financial position, results of operations, and cash flows.

The Company is contingently liable for a $700,000 letter of credit issued
pursuant to a Tax Indemnity agreement related to the Industrial Revenue Bonds.
The Company also has irrevocable letters of credit in the amount of $1,185,477
pursuant to the Company's self-insurance with regard to workmens' compensation.
There is no outstanding balance on these letters of credit.

PLASTI-LINE, INC.
14
<PAGE> 17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10 CONTINGENCIES AND OTHER LIABILITIES - CONTINUED

Sales to one automotive customer were 21%, 16%, and 21% of the Company's
sales in 1994, 1993, and 1992, respectively. Sales to another automotive
customer were 14% of sales in 1992. Notes to Consolidated Financial Statements

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of trade receivables. Concentrations of
credit risk with respect to trade receivables are limited due to the large
number of customers comprising the Company's base and their dispersion across a
number of different industries, principally automotive, petroleum, banking, and
fast foods.

In October 1991, management determined that current and expected business
conditions indicated the Company had excess manufacturing capacity and, on
March 9, 1992, the decision was made to close the Centerville, Tennessee
manufacturing facility. Operations ceased during 1992. The January 1, 1995 and
January 2, 1994 balance sheets include an accrual of $460 thousand and $392
thousand, respectively, which reflects the remaining estimated disposal costs
of the Centerville facility.

REPORT OF INDEPENDENT ACCOUNTANTS

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF PLASTI-LINE, INC.

We have audited the accompanying consolidated balance sheets of Plasti-Line,
Inc. and Subsidiary as of January 1, 1995 and January 2, 1994, and the related
consolidated statements of operations, changes in stockholders' equity, and
cash flows for each of the three years in the period ended January 1, 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Plasti-Line, Inc.
and Subsidiary as of January 1, 1995 and January 2, 1994 and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended January 1, 1995 in conformity with generally accepted
accounting principles.

As discussed in Note 7 to the consolidated financial statements, the Company
changed its method of accounting for income taxes in 1992.

Coopers & Lybrand L.L.P.
Knoxville, Tennessee
February 17, 1995
- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
FISCAL 1994 COMPARED TO FISCAL 1993

Net sales decreased $13.1 million (14.4%) due to reduced sales at Knoxville.
Contributing to the lower volume were lower sales to automotive ($5.6 million)
and to bank ($7.2 million) customers due to slower reimage activity in these
markets during 1994. Sales increased in the fourth quarter of 1994 by $2.0
million (9.3%) compared to the same period in 1993 due to an increase in volume
at all locations including the Company's new division, Plasti-Line West.

Income before taxes and interest, excluding the goodwill write-off and the
provision for restructuring charges, was $1.8 million as compared to $5.3
million in 1993. The decrease in income, excluding the goodwill write-off and
the restructuring charge, was due to a reduction in gross profit ($1.7 million)
from lower sales as well as an increase in selling, general and administrative
costs ($2.0 million). Despite the reduction in gross profit as a result of
lower sales, gross profit as a percent to sales improved to 18.4% versus 17.6%
in 1993 largely due to manufacturing performance improvements at both plants.
Selling, general, and administrative costs increased in 1994 versus 1993 due to
$1.5 million in costs associated with the Company's business re-engineering
initiative (expected to be completed in mid 1995) combined with $475 thousand
in costs related to the Company's new division, Plasti-Line

PLASTI-LINE, INC.
15
<PAGE> 18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - CONTINUED

West. The Company's business re-engineering project is expected to lower costs
by reducing lead times throughout the business, improving working capital
management, increasing manufacturing efficiencies, and reducing salaried
personnel costs.

The loss before taxes and interest was $5.4 million due to a $2.4 million
restructuring charge and $4.0 million goodwill write-off. The $2.4 million
charge for restructuring primarily consisted of a $1.7 million charge for
inventory and related costs associated with its fast food restaurant
drive-through order verification product ("Horizon") at the Company's American
Sign subsidiary. Horizon had been in the development phase for several years at
American Sign. The Company believes there is demand for this type of product;
however, the Horizon unit, designed and manufactured by a third party, has
failed to operate as specified. During the fourth quarter, the Company made the
decision not to sell the current version of this product. The Company is
currently engaged in litigation against the vendor of Horizon in an effort to
recover the loss incurred with this product. In addition to the Horizon
provision, the restructuring charge includes $367 thousand for a loss on
abandonment of certain manufacturing equipment, $167 thousand for severance and
outplacement costs related to the business re-engineering project, and $162
thousand for costs relating to disposal of the Centerville manufacturing
facility.

The 1994 operating results also included a $4.0 million charge representing the
write-off of the remaining goodwill from the American Sign acquisition.
Plasti-Line purchased the stock of American Sign in December 1986 allocating $5
million of the purchase price to goodwill. Since the acquisition, American Sign
has not achieved the sales and earnings levels projected at the time of
acquisition due to increased competitive pressures, unsuccessful efforts to
replace an aging product line, and management turnover. These conditions have
resulted in reduced earnings and even losses over the last several years.
During the fourth quarter, the Company determined, based upon the trend of
operating results, exclusive of the projected benefits of lower costs from the
business re-engineering project currently underway on future projections, that
its projected results would not support the future amortization of the
remaining goodwill balance of $4 million.

Interest expense of $712 thousand increased $28 thousand or 4.1% from the prior
year. This was due to increased interest rates and borrowings under the
Company's revolving line of credit. The Company's effective tax rate for 1994
was -9.8% of pre-tax income as compared to 38.5% for 1993. The 1994 rate was
primarily due to the net loss combined with an increase in non-deductible
expenses associated with the goodwill write-off.

The Company's current supply contract with General Motors expires December 31,
1995. In 1994, this customer represented 21% of the Company's total sales.

FISCAL YEAR 1993 COMPARED TO FISCAL YEAR 1992

Net sales for 1993 increased by $7.1 million from 1992, an increase of 8.6%.
The increase was primarily due to higher sales volume to fast food and banking
customers. Sales volume decreased in the fourth quarter of 1993 as compared to
the same period in 1992 by $6.1 million or 21.9%. This was due to decreased
sales volume at both locations.

Income before taxes, interest, and the cumulative effect of an accounting
change was $5.3 million, an increase of $689 thousand or 14.9% from the prior
year. The income increase was primarily due to the increase in sales volume
discussed above. Selling, general, and administrative expenses as a percentage
of sales decreased in fiscal 1993 to 12.6% as compared to 13.5% in 1992. This
was due to the non-recurrence of managerial bonuses paid in 1992. Partially
offsetting the decrease was the investment in the Horizon project. Gross profit
margins remained flat at 17.6% as compared to 17.7% in 1992. Interest expense
of $684 thousand increased $52 thousand or 8.2% from the prior year. This was
due to increased borrowings under the Company's revolving line of credit. The
Company's effective tax rate for 1993 was 38.5% of pre-tax income as compared
to 40.5% for 1992. The lower 1993 rate was primarily due to lower state income
taxes combined with an increase in pre-tax income relative to non-deductible
expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company made capital expenditures of $2.5 million in 1994 and $2.0 million
in 1993. The Company has met its capital requirements with funds generated from
operations and funds from the Company's line of credit. The Company has an
unsecured revolving loan agreement in the amount of $10 million. At January 1,
1995, the Company had a $6.7 million balance outstanding on this revolving loan
as compared to a $471 thousand balance at the end of fiscal 1993. In addition,
the Company had a balance of $609 thousand in cash, cash equivalents, and
marketable securities. The Company had working capital of $23.3 million at
January 1, 1995 as compared to $18.7 million at the end of fiscal 1993. Funds
of $3.0 million were used in operating activities during 1994 primarily as a
result of increased receivable and inventory levels. Investing activities used
$2.6 million during 1994. Capital expenditures net of marketable security
activity were the use of funds from investing activities. Financing activities
provided $5.6 million during 1994. Net borrowings under the revolving line of
credit primarily provided funds from financing activities. The Company's future
capital expenditures will relate principally to the acquisition of new
machinery and equipment and furniture and fixtures designed to increase
productivity and efficiency. The Company believes the cash generated from
operations and funds available under the existing line of credit are sufficient
for all planned operating and capital requirements.

SEASONALITY

The Company's sales exhibit limited seasonality with sales in the first quarter
generally being the lowest and fourth quarter sales the highest. First quarter
sales tend to be relatively lower because of weather constraints which slow
down customers' construction schedules and their pattern of sign purchases.
Sales have normally accelerated in the second, third, and fourth quarters
corresponding with accelerating construction schedules.

PLASTI-LINE, INC.
16
<PAGE> 19
SUMMARY OF QUARTERLY RESULTS OF OPERATIONS

- --------------------------------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA) FIRST SECOND THIRD FOURTH YEAR
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JANUARY 1, 1995:
Net sales $15,971 $19,438 $17,933 $23,967 $77,309
Gross Profit 2,780 3,381 3,461 4,627 14,249
Net income 24 69 53 (4,983)(1) (4,837)
Net income per share .01 .02 .01 (1.35)(1) (1.31)
Price range of common stock as
reported by NASDAQ:
High 10-7/8 8-3/4 7-3/4 6-1/4 10-7/8
Low 7-3/4 7-1/4 5-1/4 4-3/4 4-3/4
- --------------------------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 2, 1994:
Net sales $18,122 $27,126 $23,192 $21,922 $90,362
Gross Profit 3,138 5,195 3,851 3,745 15,929
Net income 238 1,115 728 773 2,854
Net income per share .06 .30 .20 .21 .77
Price range of common stock as
reported by NASDAQ:
High 11-1/4 12-1/2 12-1/8 12-1/8 12-1/2
Low 7-3/4 10 10-1/2 10 7-3/4

</TABLE>

(1) See footnotes 3 and 4 of the consolidated financial statements.

COMMON STOCK INFORMATION AND DIVIDEND POLICY
Plasti-Line, Inc. common stock is quoted on the Nasdaq National Market System.
As of March 9, 1995 there were 180 holders of record of Plasti-Line, Inc. common
stock. The Company has never paid cash dividends. The Board of Directors plans
to continue this policy, retaining future earnings to support growth and
expansion of the Company's business.

<S> <C> <C> <C>
ANNUAL MEETING EXECUTIVE OFFICERS BOARD OF DIRECTORS
11:00 a.m. EST Tuesday, April 18,
1995 at the corporate offices of James R. Martin Richard A. Banfield James R. Martin
Plasti-Line, Inc. 623 E. Emory Road, Chairman of the Board President and Chief Chairman and Chief
Knoxville, Tennessee 37950 Chief Executive Officer Operating Officer Executive Officer
Plasti-Line, Inc. Plasti-Line, Inc.
FORM 10-K Richard A. Banfield
Additional information about President and Chief Howard L. Clark, Jr. J. Hoyle Rymer
Plasti-Line, Inc., including copies Operating Officer Vice-Chairman President
of Form 10-k reports to the Lehman Brothers JHR Co.
Securities and Exchange Commis- C. Wayne Morris
sion, may be obtained without Senior Vice-President John F. Daly James F. Smith, Jr.
charge by written request to: of Marketing Retired Chairman & Chief Chairman of the Executive
Mark J. Deuschle Executive Officer Committee
Plasti-Line, Inc. Mark J. Deuschle Hoover Universal, Inc. First American Corporation
P.O. Box 59043 Vice-President of Finance,
Knoxville, TN 37950-9043 Treasurer, Secretary, and James G. Hanes, III H. Mitchell Watson, Jr.
Chief Financial Officer Investor President
NASDAQ SYMBOL Sigma Group of America
SIGN Kathryn C. Wood James A. Haslam, III
Vice President of Executive Vice-President
INDEPENDENT ACCOUNTANTS Administration Pilot Oil Corporation
Coopers & Lybrand L.L.P.
800 S. Gay Street, Suite 1600
Knoxville, TN 37929

STOCK TRANSFER AGENT
Wachovia Bank & Trust Company
P.O. Box 3001
Winston-Salem, NC 27102

</TABLE>

(LOGO) PLASTI-LINE, INC.
----------------------------------------------------------------
623 East Emory Road - P.O. Box 59043 - Knoxville, TN 37950-9043

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF OPERATIONS, CONSOLIDATED BALANCE SHEETS, AND
ACCOMPANYING NOTES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ANNUAL
REPORT FILED WITH THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 1,
1995, FILE NO. 0-15214.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-01-1995
<PERIOD-START> JAN-02-1994
<PERIOD-END> JAN-01-1995
<CASH> 10
<SECURITIES> 599
<RECEIVABLES> 16,223
<ALLOWANCES> 213
<INVENTORY> 19,213
<CURRENT-ASSETS> 39,380
<PP&E> 28,493
<DEPRECIATION> 16,546
<TOTAL-ASSETS> 51,450
<CURRENT-LIABILITIES> 16,031
<BONDS> 0
<COMMON> 4
0
0
<OTHER-SE> 22,349
<TOTAL-LIABILITY-AND-EQUITY> 51,450
<SALES> 77,309
<TOTAL-REVENUES> 78,162
<CGS> 63,060
<TOTAL-COSTS> 63,060
<OTHER-EXPENSES> 19,630
<LOSS-PROVISION> 121
<INTEREST-EXPENSE> 712
<INCOME-PRETAX> (5,361)
<INCOME-TAX> (524)
<INCOME-CONTINUING> (4,837)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,837)
<EPS-PRIMARY> (1.31)
<EPS-DILUTED> (1.31)

</TABLE>