RIBOZYME PHARMACEUTICALS INC, S-8, 1997-06-11

RIBOZYME PHARMACEUTICALS INC
S-8, 1997-06-11
PHARMACEUTICAL PREPARATIONS

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<PAGE> 1

As filed with the Securities and Exchange Commission on June 11, 1997

Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

RIBOZYME PHARMACEUTICALS, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware 34-1697351
---------- ------------
(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation or Organization) Number)

2950 Wilderness Place, Boulder, Colorado 80301
----------------------------------------
(Address of Principal Executive Offices)

RIBOZYME PHARMACEUTICALS, INC. 401(k) SALARY REDUCTION PLAN AND TRUST
---------------------------------------------------------------------
1996 STOCK OPTION PLAN
-----------------------
(Full Title of the Plans)

Copies to:
Lawrence E. Bullock ----------------
Ribozyme Pharmaceuticals, Inc. Herbert H. Davis III, Esq.
2950 Wilderness Place Rothgerber, Appel, Powers & Johnson LLP
Boulder, Colorado 80301 1200 17th Street, Suite 3000
----------------------- Denver, Colorado 80202
(Name and Address of Agent for Service) (303) 623-9000

(303) 449-6500
- ---------------------------------------
(Telephone Number of Agent for Service)

CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock 650,000 $10.0625(1) $6,540,625.00(1) $1,982.01(1)
</TABLE>
================================================================================

(1) Pursuant to Rule 457(c), (h) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating the
registration fee and are based upon the following: options for 350,000 shares
under the 1996 Plan and 300,000 shares issuable under the 401(k) Plan at
$10.0625 a share, the average of the high and low prices of the Company Stock
on the NASDAQ-National Market System on June 6, 1997.
<PAGE> 2
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 3. Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 5. Interests of Named Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 6. Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 8. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3
Item 9. Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-3

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-5

EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-6
</TABLE>

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<PAGE> 3
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents of Ribozyme Pharmaceuticals, Inc. (the
"Company") and information are incorporated in this Registration Statement by
reference:

(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996;

(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997;

(c) The description of the common stock of the Company, par value
$0.01 (the "Company Stock"), contained in the Company's
Registration Statement on Form 8-A, File No. 0-27914, filed by
the Company under Section 12 of the Exchange Act.

All documents subsequently filed by the Company and the Ribozyme
Pharmaceuticals, Inc. 401(k) Salary Reduction Plan (the "401(k) Plan") with the
Securities and Exchange Commission (the "Commission") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or replaces such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the Company Stock registered pursuant to this Form S-8
Registration Statement will be passed upon for the Company by the law firm of
Rothgerber, Appel, Powers & Johnson LLP, One Tabor Center, Suite 3000, 1200
17th Street, Denver, Colorado 80202, which has served as special counsel to the
Company in the preparation of the Form S-8 Registration Statement. No members
of this law firm have a substantial interest in the Company or are employed on
a contingent basis by the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Ninth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall, in the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall

- II-1 -
<PAGE> 4
have power to indemnify under said Section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
Section. Such indemnification shall continue as to a person who has ceased to
be a director, officer, employee or an agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

The Company maintains directors' and officers' liability insurance
which covers certain liabilities and expenses of officers and directors of the
Company and covers the Company for reimbursement of payments to directors and
officers in respect of such liabilities and expenses.

With respect to indemnification, Section 145 of the Delaware General
Corporation Law provides, among other things, that a corporation shall have
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

Section 145 of the Delaware General Corporation Law also provides that
a corporation shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

- II-2 -
<PAGE> 5
ITEM 8. EXHIBITS

The Company hereby undertakes that it will submit or has submitted any
of the plans intended to be qualified under Section 401 of the Internal Revenue
Code and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan.

The following exhibits are attached to this registration statement:

4.1 Ribozyme Pharmaceuticals, Inc. 401(k) Salary Reduction Plan
and Trust
4.2 1996 Stock Option Plan
5 Opinion of Rothgerber, Appel, Powers & Johnson LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Rothgerber, Appel, Powers & Johnson LLP
24 Power of Attorney

ITEM 9. UNDERTAKINGS

(a) Rule 415 Offering

The Company hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bonafide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference

The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bonafide offering thereof.

- II-3 -
<PAGE> 6
(h) Filing of Registration Statement on Form S-8

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

- II-4 -
<PAGE> 7
SIGNATURES

The Company. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boulder and the State of Colorado, on this 10th
day of June, 1997.

RIBOZYME PHARMACEUTICALS, INC.

By: /s/ Ralph E. Christoffersen
-------------------------------------
Ralph E. Christoffersen, President
and CEO

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

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----

/s/ Ralph E. Christoffersen Director, President June 10, 1997
- ----------------------------------------------- and CEO
Ralph E. Christoffersen

/s/ Lawrence E. Bullock Vice President of June 10, 1997
- ----------------------------------------------- Administration and Finance,
Lawrence E. Bullock CFO and Secretary
(Principal Financial and
Accounting Officer)

/s/ David T. Morgenthaler Director, Chairman June 10, 1997
- ----------------------------------------------- of the Board
David T. Morgenthaler

/s/ Jeremy L. Curnock Cook Director June 10, 1997
- -----------------------------------------------
Jeremy L. Curnock Cook

/s/ Anthony B. Evnin Director June 10, 1997
- -----------------------------------------------
Anthony B. Evnin

/s/ Charles M. Hartman Director June 10, 1997
- -----------------------------------------------
Charles M. Hartman

/s/ Anders P. Wiklund Director June 10, 1997
- -----------------------------------------------
Anders P. Wiklund

/s/ Lewis T. Williams Director June 10, 1997
- -----------------------------------------------
Lewis T. Williams
</TABLE>

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<PAGE> 8

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
4.1 Ribozyme Pharmaceuticals, Inc. Salary Reduction
Plan and Trust

4.2 1996 Stock Option Plan

5 Opinion of Rothgerber, Appel, Powers & Johnson LLP

23.1 Consent of Ernst & Young LLP

23.2 Consent of Rothgerber, Appel, Powers & Johnson LLP

24 Power of Attorney
</TABLE>

<PAGE> 1

EXHIBIT 4.1

RIBOZYME PHARMACEUTICALS, INC. 401(k) SALARY REDUCTION PLAN AND TRUST
<PAGE> 2
PUTNAM BASIC PLAN DOCUMENT #07
<PAGE> 3
PUTNAM BASIC PLAN DOCUMENT #07

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE

<S> <C> <C> <C>
ARTICLE 1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-------
2.2 Affiliated Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-------------------
2.3 Authorized Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
---------------------------
2.4 Base Contribution Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
----------------------------
2.5 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-----------
2.6 CODA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
----
2.7 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
----
2.8 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
------------
2.9 Date of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
------------------
2.10 Deductible Employee Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . 3
----------------------------------------
2.11 Disabled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
--------
2.12 Earned Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-------------
2.13 Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
--------
2.14 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
--------------
2.15 Eligibility Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
------------------
2.16 Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
--------
2.17 Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
--------
2.18 Employer Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-----------------------------
2.19 Employee Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
--------------
2.20 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-----
2.21 Excess Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---------------
2.22 Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
----------
2.23 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---------------
2.24 Integration Level . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-----------------
2.25 Investment Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
------------------
2.26 Investment Company Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------------------------
2.27 Investment Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------------------
2.28 Leased Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
---------------
2.29 One-Year Eligibility Break . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
--------------------------
2.30 One-Year Vesting Break . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
----------------------
2.31 Owner-Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------
2.32 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
-----------
2.33 Participant Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
------------------------
2.34 Participant Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------------------------
2.35 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
----
2.36 Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
------------------
2.37 Plan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------
2.38 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
---------
</TABLE>

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<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C> <C>

2.39 Profit Sharing Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
---------------------------
2.40 Putnam . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
------
2.41 Qualified Domestic Relations Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----------------------------------
2.42 Qualified Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
---------------------
2.43 Recordkeeper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
------------
2.44 Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----------
2.45 Rollover Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
----------------
2.46 Self-Employed Individual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
------------------------
2.47 Shareholder-Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
--------------------
2.48 Social Security Wage Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
-------------------------
2.49 Trust and Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
--------------------
2.50 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
-------
2.51 Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
--------------
2.52 Year of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---------------
2.53 Deferral Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
------------------
2.54 Elective Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-----------------
2.55 Elective Deferral Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
-------------------------
2.56 Employer Matching Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
-------------------------
2.57 Employer Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
------------------------------
2.58 Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---------------------------
2.59 Non-Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-------------------------------
2.60 Qualified Matching Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
--------------------------
2.61 Qualified Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
-------------------------------
2.62 Qualified Nonelective Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
----------------------------------
2.63 Qualified Nonelective Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . 14
------------------------------------------

ARTICLE 3. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.1 Initial Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
---------------------
3.2 Special Participation Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
--------------------------
3.3 Resumed Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
---------------------
3.4 Benefits for Owner-Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
----------------------------
3.5 Changes in Classification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-------------------------

ARTICLE 4. CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.1 Provisions Applicable to All Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
----------------------------------
4.2 Provisions Applicable Only to Profit Sharing Plans . . . . . . . . . . . . . . . . . . . . 17
--------------------------------------------------
4.3 Provisions Applicable Only to Money Purchase Pension Plans . . . . . . . . . . . . . . . . 21
----------------------------------------------------------
4.4 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
-----------
4.5 Rollover Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
----------------------
4.6 Participant Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
-------------------------
4.7 No Deductible Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
------------------------------------
ARTICLE 5. CASH OR DEFERRED ARRANGEMENT
UNDER SECTION 401(k) (CODA) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
5.1 Applicability; Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
--------------------------

-ii-

</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C>
5.2 CODA Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
------------------
5.3 Annual Limit on Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------------------------------
5.4 Distribution of Certain Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . 25
------------------------------------------
5.5 Satisfaction of ADP and ACP Tests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
---------------------------------
5.6 Actual Deferral Percentage Test Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
-------------------------------------
5.7 Distribution of Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
------------------------------------
5.8 Matching Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
----------------------
5.9 Recharacterization of Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . 29
------------------------------------------
5.10 Average Contribution Percentage Test Limit and Aggregate Limit . . . . . . . . . . . . . . 29
--------------------------------------------------------------
5.11 Distribution of Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . 31
----------------------------------------------
5.12 Qualified Nonelective Contributions; Qualified Matching Contributions . . . . . . . . . . . 32
---------------------------------------------------------------------
5.13 Restriction on Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
----------------------------
5.14 Forfeitures of Employer Matching Contributions . . . . . . . . . . . . . . . . . . . . . . 33
----------------------------------------------
5.15 Special Effective Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
-----------------------

ARTICLE 6. LIMITATIONS ON ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.1 No Additional Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
------------------
6.2 Additional Master or Prototype Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
-----------------------------------
6.3 Additional Non-Master or Non-Prototype Plan . . . . . . . . . . . . . . . . . . . . . . . . 36
-------------------------------------------
6.4 Additional Defined Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
-------------------------------
6.5 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
-----------

ARTICLE 7. ELIGIBILITY FOR DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
7.1 Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
----------
7.2 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-----
7.3 Other Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
-------------------------------

ARTICLE 8. VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.1 Vested Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
--------------
8.2 Vesting of Accounts of Returned Former Employees . . . . . . . . . . . . . . . . . . . . . 42
------------------------------------------------
8.3 Forfeiture of Non-Vested Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
--------------------------------
8.4 Special Rule in the Event of a Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . 43
-----------------------------------------
8.5 Vesting Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
----------------

ARTICLE 9. PAYMENT OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.1 Distribution of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
------------------------
9.2 Restriction on Immediate Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . 45
--------------------------------------
9.3 Optional Forms of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
------------------------------
9.4 Distribution Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
----------------------
9.5 Lost Distributee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
----------------
9.6 Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
----------------
9.7 Distributions Required by a Qualified Domestic Relations Order . . . . . . . . . . . . . . 48
--------------------------------------------------------------

ARTICLE 10. JOINT AND SURVIVOR ANNUITY REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
10.1 Applicability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
-------------

</TABLE>

-iii-
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C> <C>
10.2 Qualified Joint and Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
------------------------------------
10.3 Qualified Preretirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . . 49
----------------------------------------
10.4 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
-----------
10.5 Notice Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
-------------------
10.6 Transitional Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
------------------

ARTICLE 11. MINIMUM DISTRIBUTION REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.1 General Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
-------------
11.2 Required Beginning Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
-----------------------
11.3 Limits on Distribution Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
------------------------------
11.4 Determination of Amount to Be Distributed Each Year . . . . . . . . . . . . . . . . . . . . 55
---------------------------------------------------
11.5 Death Distribution Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
-----------------------------
11.6 Transitional Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
-----------------

ARTICLE 12. WITHDRAWALS AND LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
12.1 Withdrawals from Participant Contribution and Rollover Accounts . . . . . . . . . . . . . . 58
---------------------------------------------------------------
12.2 Withdrawals on Account of Hardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
----------------------------------
12.3 Withdrawals After Reaching Age 59-1/2 . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
-------------------------------------
12.4 Other Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
-----------------
12.5 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
-----
12.6 Procedure; Amount Available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
---------------------------
12.7 Protected Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
------------------
12.8 Restrictions Concerning Transferred Assets . . . . . . . . . . . . . . . . . . . . . . . . 63
------------------------------------------

ARTICLE 13. TRUST FUND AND INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
13.1 Establishment of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
---------------------------
13.2 Management of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
------------------------
13.3 Investment Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
-----------------------
13.4 Valuation of the Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
---------------------------
13.5 Distributions on Investment Company Shares . . . . . . . . . . . . . . . . . . . . . . . . 67
------------------------------------------
13.6 Registration and Voting of Investment Company Shares . . . . . . . . . . . . . . . . . . . 67
----------------------------------------------------
13.7 Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
------------------
13.8 Employer Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
--------------
13.9 Insurance Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
-------------------
13.10 Registration and Voting of Non-Putnam Investment Company Shares . . . . . . . . . . . . . . 70
---------------------------------------------------------------

ARTICLE 14. TOP-HEAVY PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
14.1 Superseding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
------------------
14.2 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
-----------
14.3 Minimum Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
------------------
14.4 Adjustment of Fractions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
-----------------------
14.5 Minimum Vesting Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
-------------------------

ARTICLE 15. ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
15.1 Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
------------------

-iv-
</TABLE>

15.2 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
----------------
15.3 Employer's Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
---------------------------
15.4 Recordkeeper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
------------
15.5 Prototype Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
--------------

ARTICLE 16. TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
16.1 Powers and Duties of the Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
--------------------------------
16.2 Limitation of Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
------------------------------
16.3 Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
-----------------
16.4 Reliance on Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
--------------------
16.5 Action Without Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
---------------------------
16.6 Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
-----------------
16.7 Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
--------
16.8 Access to Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
-----------------
16.9 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
----------
16.10 Persons Dealing with Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
----------------------------
16.11 Resignation and Removal; Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
----------------------------------
16.12 Action of Trustee Following Resignation or Removal . . . . . . . . . . . . . . . . . . . . 81
--------------------------------------------------
16.13 Effect of Resignation or Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
--------------------------------
16.14 Fiscal Year of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
--------------------
16.15 Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
-----------------------
16.16 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
---------------

ARTICLE 17. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
17.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
-------
17.2 Delegation of Amendment Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
-----------------------------

ARTICLE 18. TERMINATION OF THE PLAN AND TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
18.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
-------
18.2 Events of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
---------------------
18.3 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
---------------------
18.4 Approval of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
----------------

ARTICLE 19. TRANSFERS TO OR FROM OTHER QUALIFIED PLANS; MERGERS . . . . . . . . . . . . . . . . . . . . . . . . . . 85
19.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
-------
19.2 Amounts Transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
-------------------
19.3 Merger or Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
-----------------------

ARTICLE 20. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
20.1 Notice of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
--------------
20.2 No Employment Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
--------------------
20.3 Distributions Exclusively From Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
-----------------------------------
20.4 No Alienation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
-------------
20.5 Provision of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
------------------------
20.6 No Prohibited Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
--------------------------
20.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .86
-------------
20.8 Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
------

</TABLE>
-vi-
<PAGE> 8
PUTNAM BASIC PLAN DOCUMENT #07

I.INTRODUCTION

By executing the Plan Agreement, the Employer has established a
retirement plan (the "Plan") according to the terms and conditions of the Plan
Agreement and this Putnam Basic Plan Document #07, for the purpose of providing
a retirement fund for the benefit of Participants and Beneficiaries. A Plan
established hereunder pursuant to a Plan Agreement is intended to qualify under
Section 401(a) of the Code.

-1-
<PAGE> 9
II.DEFINITIONS

The terms defined in Sections 2.1 through 2.52 appear generally
throughout the document. Sections 2.53 through 2.63 and Article 5 contain
definitions of terms used only in a CODA and Section 10.4 contains additional
definitions related to distributions from the Plan. Articles 6 and 11 contain
additional definitions of terms used only in those Articles.

1.Account means any of, and Accounts means all of, a Participant's
Employer Contribution Account, Participant Contribution Account, Rollover
Account, Deductible Employee Contribution Account and, if the Plan contains a
CODA, the accounts maintained for the Participant pursuant to Article 5.

2.Affiliated Employer, for purposes of the Plan other than Article 6,
means the Employer and a trade or business, whether or not incorporated, which
is any of the following:

(a)A member of a group of controlled corporations (within the
meaning of Section 414(b) of the Code) which includes the Employer; or

(b)A trade or business under common control (within the
meaning of Section 414(c) of the Code) with the Employer; or

(c)A member of an affiliated service group (within the meaning
of Section 414(m) of the Code) which includes the Employer; or

(d)An entity otherwise required to be aggregated with the
Employer pursuant to Section 414(o) of the Code.

In determining an Employee's service for vesting and for eligibility
to participate in the Plan, all employment with Affiliated Employers will be
treated as employment by the Employer.

For purposes of Article 6 only, the definitions in paragraphs (a) and
(b) of this Section 2.2 shall be modified by adding at the conclusion of the
parenthetical phrase in each such paragraph the words "as modified by Section
415(h) of the Code."

3.Authorized Leave of Absence means a leave of absence from employment
granted in writing by an Affiliated Employer. Authorized Leave of
Absence shall be granted on account of military service for any period during
which an Employee's right to re-employment is guaranteed by law, and for such
other reasons and periods as an Affiliated Employer shall consider proper,
provided that Employees in similar situations shall be similarly treated.

4.Base Contribution Percentage means the percentage so specified in
the Plan Agreement.

5.Beneficiary means a person entitled to receive benefits under the
Plan upon the death of a Participant, in accordance with Section 7.2 and
Articles 10 and 11.

-2-
<PAGE> 10
6.CODA means a cash or deferred arrangement that meets the
requirements of Section 401(k) of the Code, adopted as part of a profit
sharing plan.

7.Code means the Internal Revenue Code of 1986, as amended.

8.Compensation means all of an Employee's compensation determined in
accordance with the definition and for the purpose elected by the Employer in
the Plan Agreement. For purposes of that election, "Form W-2 earnings" means
"wages" as defined in Section 3401(a) of the Code in connection with income tax
withholding at the source, and all other compensation paid to the Employee by
the Employer in the course of its trade or business, for which the Employer is
required to furnish the Employee with a written statement under Sections
6041(d), 6051(a)(3) and 6052 of the Code, determined without regard to
exclusions 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). Compensation shall include only amounts actually paid to the
Employee during the Plan Year, except that if the Employer so elects in the
Plan Agreement, in an Employee's initial year of participation in the Plan,
Compensation shall include only amounts actually paid to the Employee from the
Employee's effective date of participation pursuant to Section 3.1 to the end
of the Plan Year. In addition, if the Employer so elects in the Plan Agreement,
Compensation shall include any amount which is contributed to an employee
benefit plan for the Employee by the Employer pursuant to a salary reduction
agreement, and which is not includible in the gross income of the Employee
under Section 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code. If the
Employer so elects in the Plan Agreement, Compensation shall not include
overtime pay, bonuses, commissions or other similar types of pay, or
Compensation above a specified amount, all as designated in the Plan Agreement,
provided, that such election may not be made if the Employer elects in the Plan
Agreement to integrate the Plan with Social Security. (For a self-employed
person, the relevant term is Earned Income, as defined in Section 2.12.)

9.Date of Employment means the first date on which an Employee
performs an Hour of Service; or, in the case of an Employee who has incurred
one or more One-Year Eligibility Breaks and who is treated as a new Employee
under the rules of Section 3.3, the first date on which he performs an Hour of
Service after his return to employment.

10.Deductible Employee Contribution Account means an account
maintained on the books of the Plan on behalf of a Participant, in which are
recorded amounts contributed by him to the Plan on a tax-deductible basis under
prior law, and the income, expenses, gains and losses thereon.

11.Disabled means unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months. The permanence and degree
of such impairment shall be supported by medical evidence.

12.Earned Income means a Self-Employed Individual's net earnings from
self-employment in the trade or business with respect to which the Plan is
established, excluding items not included in gross income and the deductions
allocable to such items, and reduced by (i) contributions by

-3-
<PAGE> 11
the Employer to qualified plans, to the extent deductible under Section 404 of
the Code, and (ii) the deduction allowed to the taxpayer under Section 164(f)
of the Code for taxable years beginning after December 31, 1989.

13.Earnings, for determining all benefits provided under the Plan,
means the first $150,000 (as adjusted periodically by the Secretary of the
Treasury for inflation) of the sum of the Compensation and Earned Income
received by an Employee during a Plan Year. To calculate an allocation to a
Participant's Account for any Plan Year shorter than 12 months, the dollar
limit on Earnings must be multiplied by a fraction of which the denominator is
12 and the numerator is the number of months in the Plan Year. In determining
the Earnings of a Participant, the rules of Section 414(q)(6) of the Code shall
apply, except that in applying those rules the term "family" shall include only
the Participant's spouse and the Participant's lineal descendants who have not
reached age 19 by the last day of the Plan Year. If, as a result of the
application of such rules, the applicable Earnings limitation described above
is exceeded, then the limitation shall be prorated among the affected
individuals in proportion to each such individual's Earnings as determined
under this Section prior to the application of this limitation.

14.Effective Date means the date so designated in the Plan Agreement.
If the Plan Agreement indicates that the Employer is adopting the Plan as an
amendment of an existing plan, the provisions of the existing plan apply to all
events preceding the Effective Date, except as to specific provisions of the
Plan which set forth a retroactive effective date in accordance with Section
1140 of the Tax Reform Act of 1986.

15.Eligibility Period means a period of service with the Employer
which an Employee is required to complete in order to commence participation in
the Plan. A 12-month Eligibility Period is a period of 12 consecutive months
beginning on an Employee's most recent Date of Employment or any anniversary
thereof, in which he is credited with at least 1,000 Hours of Service or the
number of Hours of Services set forth in the Plan Agreement. A 6-month
Eligibility Period is a period of 6 consecutive months beginning on an
Employee's most recent Date of Employment or any anniversary thereof, or on the
6-month anniversary of such Date of Employment or any anniversary thereof, in
which he is credited with at least 500 Hours of Service or the number of Hours
of Service set forth in the Plan Agreement. If the Employer has selected
another period of service as the Eligibility Period under the Plan, Eligibility
Period means the period so designated in which the Employee is credited with
the number of hours designated in the Plan Agreement. Notwithstanding the
foregoing, if an Employee is credited with 1,000 Hours of Service during a
12-consecutive month period following his Date of Employment or any anniversary
thereof, he shall be credited with an Eligibility Period. In the case of an
Employee in a seasonal industry (as defined under regulations prescribed by the
Secretary of Labor) in which the customary extent of employment during a
calendar year is fewer than 1,000 Hours of Service in the case of a 12-month
Eligibility Period, the number specified in any regulations prescribed by the
Secretary of Labor dealing with years of service shall be substituted for
1,000. If the Employer so elects in the Plan Agreement, an Employee's most
recent Date of Employment for purposes of this Section 2.15 shall be the first
date on which he performed services for a business acquired by the Employer.

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<PAGE> 12
16.Employee means a common law Employee of an Affiliated Employer; in
the case of an Affiliated Employer which is a sole proprietorship, the sole
proprietor thereof; in the case of an Affiliated Employer which is a
partnership, a partner thereof; and a Leased Employee of an Affiliated
Employer. The term "Employee" includes an individual on Authorized Leave of
Absence, a Self-Employed Individual and an Owner-Employee.

17.Employer means the Employer named in the Plan Agreement and any
successor to all or the major portion of its assets or business which assumes
the obligations of the Employer under the Plan Agreement.

18.Employer Contribution Account means an account maintained on the
books of the Plan on behalf of a Participant, in which are recorded the amounts
allocated for his benefit from contributions by the Employer (other than
contributions pursuant to Article 5 (i.e., the CODA provisions)), Forfeitures
by former Participants (if the Plan provides for reallocation of Forfeitures),
amounts reapplied under Section 6.1(d), and the income, expenses, gains and
losses incurred thereon.

19.Employee Stock means securities constituting "qualifying employer
securities" of an Employer within the meaning of Section 407(d)(5) of ERISA.

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

21.Excess Earnings means a Participant's Earnings in excess of the
Integration Level of the Plan.

22.Forfeiture means a nonvested amount forfeited by a former
Participant, pursuant to Section 8.3, or an amount forfeited by a former
Participant or Beneficiary who cannot be located, pursuant to Section 9.5.

23.Hour of Service means each hour described in paragraphs (a), (b),
(c), (d) or (e) below, subject to paragraphs (f) and (g) below.

(a)Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for an Affiliated Employer. These hours
shall be credited to the Employee for the computation period or periods in
which the duties are performed.

(b)Each hour for which an Employee is paid, or entitled to
payment, by an Affiliated Employer on account of a period of time during which
no duties are performed (irrespective of whether the employment relationship
has terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence. No more than
501 Hours of Service shall be credited under this paragraph for any single
continuous period of absence (whether or not such period occurs in a single
computation period) unless the Employee's absence is not an Authorized Leave of
Absence. Hours under this paragraph shall be calculated and credited pursuant
to Section 2530.200b-2 of the Department of Labor Regulations, which are
incorporated herein by this reference.

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<PAGE> 13
(c)Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by an Affiliated Employer. The same
Hours of Service shall not be credited under both paragraph (a) or paragraph
(b), as the case may be, and under this paragraph (c); and no more than 501
Hours of Service shall be credited under this paragraph (c) with respect to
payments of back pay, to the extent that such pay is agreed to or awarded for a
period of time described in paragraph (b) during which the Employee did not
perform or would not have performed any duties. These hours shall be credited
to the Employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made.

(d)Each hour during an Authorized Leave of Absence. Such hours
shall be credited at the rate of a customary full work week for an Employee.

(e)Solely for purposes of determining whether a One-Year
Vesting Break or a One-Year Eligibility Break has occurred, each hour which
otherwise would have been credited to an Employee but for an absence from work
by reason of: the pregnancy of the Employee, the birth of a child of the
Employee, the placement of a child with the Employee in connection with the
adoption of the child by the Employee, or caring for a child for a period
beginning immediately after its birth or placement. If the Plan Administrator
cannot determine the hours which would normally have been credited during such
an absence, the Employee shall be credited with eight Hours of Service for each
day of absence. No more than 501 Hours of Service shall be credited under this
paragraph by reason of any pregnancy or placement. Hours credited under this
paragraph shall be treated as Hours of Service only in the Plan Year or
Eligibility Period or both, as the case may be, in which the absence from work
begins, if necessary to prevent the Participant's incurring a One- Year Vesting
Break or One-Year Eligibility Break in that period, or, if not, in the period
immediately following that in which the absence begins. The Employee must
timely furnish to the Employer information reasonably required to establish (i)
that an absence from work is for a reason specified above, and (ii) the number
of days for which the absence continued.

(f)Hours of Service shall be determined on the basis of actual
hours for which an Employee is paid or entitled to payment, or as otherwise
specified in the Plan Agreement.

(g)If the Employer maintains the plan of a predecessor
Employer, service for the predecessor Employer shall be treated as service for
the Employer. If the Employer does not maintain the plan of a predecessor
Employer, service for the predecessor Employer shall be treated as service for
the Employer only to the extent that the Employer so elects in the Plan
Agreement.

(h)Hours of Service shall be credited to a Leased Employee as
though he were an Employee.

24.Integration Level means the Earnings amount selected by the
Employer in the Plan Agreement.

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<PAGE> 14
25.Investment Company means an open-end registered investment company
for which Putnam Mutual Funds Corp. or its affiliate acts as principal
underwriter, or for which Putnam Investment Management, Inc. or its affiliate
serves as an investment adviser; provided that its prospectus offers its shares
under the Plan.

26.Investment Company Shares means shares issued by an Investment
Company.

27.Investment Products means any of the investment products specified
by the Employer in accordance with Section 13.2, from the group of those
products sponsored, underwritten or managed by Putnam as shall be made
available by Putnam under the Plan, and such other products as shall be
expressly agreed to in writing by Putnam for availability under the Plan.

28.Leased Employee means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or
for the recipient and related persons determined in accordance with Section
414(n)(6) of the Code) on a substantially full time basis for a period of at
least one year, and such services are of a type historically performed by
Employees in the business field of the recipient Employer. The compensation of
a Leased Employee for purposes of the Plan means the Compensation (as defined
in Section 2.8) of the Leased Employee attributable to services performed for
the recipient Employer. Contributions or benefits provided to 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.
Provided that leased Employees do not constitute more than 20% of the
recipient's nonhighly compensated workforce, a leased Employee shall not be
considered an Employee of the recipient if he is covered by a money purchase
pension plan providing: (1) a nonintegrated Employer contribution rate of at
least 10% of compensation (as defined in Section 415(c)(3) of the Code, but
including amounts contributed pursuant to a salary reduction agreement which
are excludable from the Employee's gross income under Section 125, Section
402(e)(3), Section 402(h)(l)(B) or Section 403(b) of the Code), (2) immediate
participation, and (3) full and immediate vesting.

29.One-Year Eligibility Break means a 12-month Eligibility Period
during which an individual is not credited with more than 500 Hours of Service;
provided, however, that in the case of an Employee in a seasonal industry,
there shall be substituted for 500 the number of Hours of Service specified in
any regulations of the Secretary of Labor dealing with breaks in service, and
provided further that if the Employer has elected in the Plan Agreement to
establish a number less than 500 as the requisite Hours of Service for
crediting a 12-month Eligibility Period, that number shall be substituted for
500.

30.One-Year Vesting Break means a Year of Service measuring period, as
elected by the Employer in the Plan Agreement, during which an individual is
not credited with more than 500 Hours of Service; provided, however, that in
the case of an Employee in a seasonal industry, there shall be substituted for
500 the number of Hours of Service specified in any regulations for the
Secretary of Labor dealing with breaks in service, and provided further that if
the Employer has elected in the Plan Agreement to establish a number less than
500 as the requisite Hours of Service for crediting a Year of Service, that
number shall be substituted for 500.

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<PAGE> 15
31.Owner-Employee means the sole proprietor of an Affiliated Employer
that is a sole proprietorship, or a partner owning more than 10% of either the
capital or profits interest of an Affiliated Employer that is a partnership.
The Plan Administrator shall be responsible for identifying Owner-Employees to
the Recordkeeper.

32.Participant means each Employee who has met the requirement for
participation in Article 3. An Employee is not a Participant for any period
before the entry date applicable to him.

33.Participant Contribution means an after-tax contribution made by a
Participant in accordance with Section 4.6.

34.Participant Contribution Account means an account maintained on the
books of the Plan, in which are recorded Participant Contributions by a
Participant and any income, expenses, gains or losses incurred thereon.

35.Plan means the form of defined contribution retirement plan and
trust agreement adopted by the Employer, consisting of the Plan Agreement and
the Putnam Basic Plan Document #07 as set forth herein, together with any and
all amendments and supplements thereto.

36.Plan Administrator means the Employer or its appointee pursuant to
Section15.1.

37.Plan Agreement means the separate agreement entered into between
the Employer and the Trustee and accepted by Putnam, under which the Employer
adopts the Plan and selects among its optional provisions.

38.Plan Year means the period of 12 consecutive months specified by
the Employer in the Plan Agreement, as well as any initial short plan year
period specified by the Employer in the Plan Agreement.

39.Profit Sharing Contribution means a contribution made for the
benefit of a Participant by the Employer pursuant to Section 4.2(a).

40.Putnam means (i) Putnam Mutual Funds Corp., or a company affiliated
with it which Putnam Mutual Funds Corp. has designated as its agent performing
specified actions or procedures in its capacity as sponsor of this prototype
Plan, and (ii) Putnam Fiduciary Trust Company when performing in its capacity
as Recordkeeper or Trustee.

41.Qualified Domestic Relations Order means any judgment, decree or
order (including approval of a property settlement agreement) which constitutes
a "qualified domestic relations order" within the meaning of Code Section
414(p). A judgment, decree or order shall not fail to be a Qualified Domestic
Relations Order merely because it requires a distribution to an alternate payee
(or the segregation of accounts pending distribution to an alternate payee)
before the Participant is otherwise entitled to a distribution under the Plan.

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<PAGE> 16
42.Qualified Participant means any Participant who satisfies the
requirements for being a Qualified Participant as elected by the Employer in
the Plan Agreement, for the purposes set forth in the Plan Agreement. If the
Plan is not adopted to replace an existing plan, this Section 2.42 is effective
on the Effective Date. If the Plan replaces an existing plan, this Section
2.42 is effective on the Effective Date, and the provision of the existing plan
that this Section 2.42 replaces shall continue to apply until that time.

43.Recordkeeper means the person or entity designated by the Employer
in the Plan Agreement to perform the duties described in Section 15.4, and any
successor thereto. If Putnam is the Recordkeeper, the terms and conditions of
its service will be as specified in a service agreement between the Employer
and Putnam.

44.Retirement means ceasing to be an Employee in accordance with
Section 7.1.

45.Rollover Account means an account established for an Employee who
makes a rollover contribution to the Plan pursuant to Section 4.5.

46.Self-Employed Individual means an individual whose personal
services are a material income-producing factor in the trade or business for
which the Plan is established, and who has Earned Income for the taxable year
from that trade or business, or would have Earned Income but for the fact that
the trade or business had no net profits for the taxable year.

47.Shareholder-Employee means any officer or Employee of an electing
small business corporation, within the meaning of Section 1362 of the Code, who
on any day during a taxable year of the Employer owns (or is considered as
owning under Section 318(a)(1) of the Code) more than 5% of the outstanding
stock of the Employer. The Plan Administrator shall be reasonable for
identifying Shareholder-Employees to the Recordkeeper.

48.Social Security Wage Base means the maximum amount considered as
wages under Section 3121(a)(1) of the Code as in effect on the first day of the
Plan Year.

49.Trust and Trust Fund mean the trust fund established under Section
13.1.

50.Trustee means the person, or the entity with trustee powers, named
in the Plan Agreement as trustee, and any successor thereto.

51.Valuation Date means each day when the New York Stock Exchange is
open, or such other date or dates as the Employer may designate by written
agreement with the Recordkeeper.

52.Year of Service means a Plan Year or a 12-month Eligibility Period,
as elected by the Employer in the Plan Agreement, in which an Employee is
credited with at least 1,000 Hours of Service; provided, however, that if the
Employer has elected in the Plan Agreement to establish a number less than
1,000 as the requisite for crediting a Year of Service, that number shall be
substituted for 1,000, and provided further that in the case of an Employee in
a seasonal industry (as defined under regulations prescribed by the Secretary
of Labor) in which the customary extent

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<PAGE> 17
of employment during a calendar year is fewer than 1,000 Hours of Service, the
number specified in any regulations prescribed by the Secretary of Labor
dealing with years of service shall be substituted for 1,000. An Employee's
Years of Service shall include service credited prior to the Effective Date
under any predecessor plan. If the initial Plan Year is shorter than 12 months,
each Employee who is credited with at least 1,000 Hours of Service in the
12-month period ending on the last day of the initial Plan Year shall be
credited with a Year of Service with respect to the initial Plan Year.

If the Employer has so elected in the Plan Agreement, Years of Service
for vesting shall not include:

(a)Service in any Plan Year (or comparable period prior to the
Effective Date) completed before the Employee reached age 18;

(b)Service completed during a period in which the Employer did
not maintain the Plan or any predecessor plan (as defined under regulations
prescribed by the Secretary of the Treasury).

If the Employer has so elected in the Plan Agreement, Years of Service
for vesting shall include employment by a business acquired by the Employer,
before the date of the acquisition.

The following definitions apply only to cash or deferred arrangements
under Section 401(k) (CODA):

53.Deferral Agreement means an Employee's agreement to make one or
more Elective Deferrals in accordance with Section 5.2.

54.Elective Deferral means any contribution made to the Plan by the
Employer at the election of a Participant, in lieu of cash compensation,
including contributions made pursuant to a Deferral Agreement or other deferral
mechanism.

55.Elective Deferral Account means an account maintained on the books
of the Plan, in which are recorded a Participant's Elective Deferrals and the
income, expenses, gains and losses incurred thereon.

56.Employer Matching Account means an account maintained on the books
of the Plan, in which are recorded the Employer Matching Contributions made on
behalf of a Participant and the income, expenses, gains and losses incurred
thereon.

57.Employer Matching Contribution means a contribution made by the
Employer (i) to the Plan pursuant to Section 5.8, or (ii) to another defined
contribution plan on account of a Participant's "elective deferrals" or
"employee contributions," as those terms are used in Section 401(m)(4) of the
Code.

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<PAGE> 18
58.Highly Compensated Employee means any highly compensated active
Employee or highly compensated former Employee as defined in subsection (a)
below; provided, however, that if the Employer so elects in the Plan Agreement,
Highly Compensated Employee means any highly compensated Employee under the
simplified method described in subsection (b) below.

(a)Regular Method. A highly compensated active Employee
includes any Employee who performs service for the Employer during the
determination year and who during the look-back year: (i) received compensation
from the Employer in excess of $75,000 (as adjusted pursuant to Section 415(d)
of the Code); (ii) received compensation from the Employer in excess of $50,000
(as adjusted pursuant to Section 415(d) of the Code) and was a member of the
top-paid group for such year; or (iii) was an officer of the Employer and
received compensation during such year that is greater than 50% of the dollar
limitation in effect under Section 415(b)(l)(A) of the Code. The term also
includes (A) Employees who are both described in the preceding sentence if the
term "determination year" is substituted for the term "look-back year," and
among the 100 Employees who received the most compensation from the Employer
during the determination year; and (B) Employees who are 5% owners at any time
during the look-back year or determination year. If no officer has satisfied
the compensation requirement of (iii) above during either a determination year
or look-back year, the highest paid officer for such year shall be treated as a
Highly Compensated Employee.

A highly compensated former Employee includes any Employee who
separated from service (or was deemed to have separated) before the
determination year, performed no service for the Employer during the
determination year, and was a highly compensated active Employee for
either the year of separation from service or any determination year
ending on or after the Employee's 55th birthday.

If during a determination year or look-back year an Employee
is a family member of either a 5% owner who is an active or former
Employee, or a Highly Compensated Employee who is one of the 10 most
highly paid Highly Compensated Employees ranked on the basis of
compensation paid by the Employer during the year, then the family
member and the 5% owner or top-ten Highly Compensated Employee shall
be treated as a single Employee receiving compensation and Plan
contributions or benefits equal to the sum of the compensation and
contributions or benefits of the family member and the 5% owner or
top-ten Highly Compensated Employee. For purposes of this Section
2.58(a), family members include the spouse, lineal ascendants and
descendants of the Employee or former Employee and the spouses of such
lineal ascendants and descendants.

For purposes of this subsection (a), the "determination year"
shall be the Plan Year, and the "look- back year" shall be the 12-month period
immediately preceding the determination year; provided, however, that in a Plan
for which the Plan Year is the calendar year, the current Plan Year shall be
both the "determination year" and the "look-back year" if the Employer so
elects in the Plan Agreement.

(b)Simplified Method. An Employee is a Highly Compensated
Employee under this simplified method if (i) the Employee is a 5% owner during
the Plan Year; (ii) the Employee's

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<PAGE> 19
compensation for the Plan Year exceeds $75,000 (as adjusted pursuant to Section
415(d) of the Code); (iii) the Employee's compensation for the Plan Year
exceeds $50,000 (as adjusted pursuant to Section 415(d) of the Code) and the
Employee is in the top-paid group of Employees; or (iv) the Employee is an
officer of the Employer and received compensation during the Plan Year that is
greater than 50% of the dollar limitation under Code Section 415(b)(1)(A).

The lookback provisions of Code Section 414(q) do not apply to
determining Highly Compensated Employees under this simplified method.
An Employer that applies this simplified method for determining Highly
Compensated Employees may choose to apply this method on the basis of
the Employer's workforce as of a single day during the Plan Year
("snapshot day"). In applying this simplified method on a snapshot
basis, the Employer shall determine who is a Highly Compensated
Employee on the basis of the data as of the snapshot day. If the
determination of who is a Highly Compensated Employee is made earlier
than the last day of the Plan Year, the Employee's compensation that
is used to determine an Employee's status must be projected for the
Plan Year under a reasonable method established by the Employer.

Notwithstanding the foregoing, in addition to those Employees
who are determined to be highly compensated on the Plan's snapshot
day, as described above, where there are Employees who are not
employed on the snapshot day but who are taken into account for
purposes of testing under Section 5.6 or 5.10, the Employer must treat
as a Highly Compensated Employee any Eligible Employee for the Plan
Year who:

(i)terminated prior to the snapshot day and was a
Highly Compensated Employee in the prior year;

(ii)terminated prior to the snapshot day and (i) was
a 5% owner, (ii) had compensation for the Plan Year greater than or equal to
the projected compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are 5% owners or officers), or (iii)
was an officer and had compensation greater than or equal to the projected
compensation of any other officer who is a Highly Compensated Employee on the
snapshot day solely because that person is an officer; or

(iii)becomes employed subsequent to the snapshot day
and (i) is a 5% owner, (ii) has compensation for the Plan Year greater than or
equal to the projected compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are 5% owners or officers), or (iii)
is an officer and has compensation greater than or equal to the projected
compensation of any other officer who is a Highly Compensated Employee on the
snapshot day solely because that person is an officer.

If during a Plan Year an Employee is a family member of either
a 5% owner who is an Employee, or a Highly Compensated Employee who is
one of the ten most highly paid Highly Compensated Employees ranked on
the basis of compensation paid by the

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<PAGE> 20
Employees during the year, then the family member and the 5% owner or
top-ten-Highly-Compensated-Employee shall be treated as a single
Employee receiving compensation and Plan contributions or benefits
equal to the sum of the compensation and contributions or benefits of
the family member and the 5% owner or top-ten-Highly-
Compensated-Employee. For purposes of this Section 2.58(b), family
members include the spouse, lineal ascendants and descendants of the
Employee and the spouses of such lineal ascendants and descendants.

The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers and
the compensation that is considered, will be made in accordance with Section
414(q) of the Code and the regulations thereunder. The Plan Administrator is
responsible for identifying the Highly Compensated Employees and reporting such
data to the Recordkeeper.

59.Non-Highly Compensated Employee means an Employee who is not a
Highly Compensated Employee.

60.Qualified Matching Account means an account maintained on the books
of the Plan, in which are recorded the Qualified Matching Contributions on
behalf of a Participant and the income, expense, gain and loss attributable
thereto.

61.Qualified Matching Contribution means a contribution made by the
Employer that: (i) is allocated with respect to a Participant's Elective
Deferrals or Participant Contributions or both (as elected by the Employer in
the Plan Agreement), (ii) is fully vested at all times and (iii) is
distributable only in accordance with Section 5.13.

62.Qualified Nonelective Contribution means a contribution (other than
an Employer Matching Contribution or Qualified Matching Contribution) made by
the Employer, that: (i) a Participant may not elect to receive in cash until it
is distributed from the Plan; (ii) is fully vested at all times; and (iii) is
distributable only in accordance with Section 5.13.

63.Qualified Nonelective Contribution Account means an account
maintained on the books of the Plan, in which are recorded the Qualified
Nonelective Contributions on behalf of a Participant and the income, expense,
gain and loss attributable thereto.

III.PARTICIPATION

1.Initial Participation. Upon completion of the eligibility for Plan
participation requirements specified in the Plan Agreement, an Employee shall
begin participation in the Plan as of the entry date specified in the Plan
Agreement, or as of the Effective Date, whichever is later; provided, however,
that:

(a)if the Plan is adopted as an amendment of a predecessor
plan of the Employer, every Employee who was participating under the
predecessor plan when it was so amended shall

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<PAGE> 21
become a Participant in the Plan as of the Effective Date, whether or not he
has satisfied the age and service requirements specified in the Plan Agreement;
and

(b)if the Employer so specifies in the Plan Agreement, any
individual who is (i) a nonresident alien receiving no earned income from an
Affiliated Employer which constitutes income from sources within the United
States, (ii) included in a unit of Employees covered by a collective bargaining
agreement between the Employer and Employee representatives (excluding from the
term "Employee representatives" any organization of which more than half of the
members are Employees who are owners, officers, or executives of an Affiliated
Employer), if retirement benefits were the subject of good faith bargaining and
no more than 2% of the Employees covered by the collective bargaining agreement
are professionals as defined in Section 1.410(b)-9 of the Income Tax
Regulations, (iii) is an Employee of an Affiliated Employer specified by the
Employer in the Plan Agreement, (iv) is a Leased Employee, or (v) is a member
of such other class of Employees specified by the Employer in the Plan
Agreement, shall not participate in the Plan until the later of the date on
which he ceases to be described in clause (i), (ii), (iii), (iv) or (v),
whichever are applicable, or the entry date specified by the Employer in the
Plan Agreement; and

(c)if the Plan is not adopted as an amendment of a predecessor
plan of the Employer, Employees on the Effective Date shall begin participation
on the Effective Date, to the extent so elected by the Employer in the Plan
Agreement; and

(d)a Participant shall cease to participate in the Plan when
he becomes a member of a class of Employees ineligible to participate in the
Plan, and shall resume participation immediately upon his return to a class of
Employees eligible to participate in the Plan.

In the case of a Plan to which the CODA provisions of Article 5 apply
and for which the Employer has elected in the Plan Agreement to apply
different minimum service requirements for purposes of participation
in Profit Sharing Contributions, for purposes of participation in the
CODA provisions and/or for purposes of participation in Employer
Matching Contributions, this Article 3 shall be applied separately
with regard to participation under Article 4, with regard to
participation under the CODA provisions of Article 5 and/or with
regard to participation in Employer Matching Contributions under
Article 5.

2.Special Participation Rule. With respect to a Plan in which the
Employer has specified full and immediate vesting in the Plan Agreement, an
Employee who incurs a One-Year Eligibility Break before completing the number
of Eligibility Periods required under Section 3.1 shall not thereafter be
credited with any Eligibility Period completed before the One-Year Eligibility
Break.

3.Resumed Participation. A former Employee who incurs a One-Year
Eligibility Break after having become a Participant shall participate in the
Plan as of the date on which he again becomes an Employee, if (i) his Accounts
had become partially or fully vested before he incurred a One-Year Vesting
Break, or (ii) the number of consecutive One-Year Eligibility Breaks he
incurred are fewer than the greater of five or the number of Eligibility
Periods completed before

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<PAGE> 22
such One-Year Eligibility Breaks. In any other case, when he again becomes an
Employee he shall be treated as a new Employee under Section 3.1.

4.Benefits for Owner-Employees. If the Plan provides contributions or
benefits for one or more Owner-Employees who control both the trade or business
with respect to which the Plan is established and one or more other trades or
businesses, the Plan and plans established with respect to such other trades or
businesses must, when looked at as a single plan, satisfy Sections 401(a) and
(d) of the Code with respect to the Employees of this and all such 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 each such other trade or business 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 those provided for such Owner-Employees
under the Plan. If an individual is covered as an Owner-Employee under the
plans of two or more trades or businesses which he does not control and such
individual controls a trade or business, then the contributions or benefits of
the Employees under the plan of the trade or business which he does control
must be as favorable as those provided for him under the most favorable plan of
the trade or business which he does not control. For purposes of this Section
3.4, an Owner-Employee, or two or more Owner-Employees, shall be considered to
control a trade or business if such Owner-Employee, or such two or more
Owner-Employees together:

(a)own the entire interest in an unincorporated trade or
business, or

(b)in the case of a partnership, own more than 50% of either
the capital interest or the profits interest in such 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.

5.Changes in Classification. If a Participant ceases to be a member
of a classification of Employees eligible to participate in the Plan, but does
not incur a One-Year Eligibility Break, he will continue to be credited with
Years of Service for vesting while he remains an Employee, and he will resume
participation as of the date on which he again becomes a member of a
classification of Employees eligible to participate in the Plan. If such a
Participant incurs a One-Year Eligibility Break, Section 3.3 will apply. If a
Participant who ceases to be a member of a classification of Employees eligible
to participate in the Plan becomes a member of a classification of Employees
eligible to participate in another plan of the Employer, his Account, if any,
under the Plan shall, upon the Administrator's direction, be transferred to the
plan in which he has become eligible to participate, if such plan permits
receipt of such Account.

If an Employee who is not a member of a classification of Employees
eligible to participate in the Plan satisfies the age and service requirements
specified in the Plan Agreement, he will begin to participate immediately upon
becoming a member of an eligible classification. If such an Employee has
account balances under another plan of the Employer, such account balances
shall

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<PAGE> 23
be transferred to the Plan upon the Employee's commencement of participation in
the Plan, if such other plan permits such transfer.

-16-
<PAGE> 24
IV.CONTRIBUTIONS

1.Provisions Applicable to All Plans.

(a)Payment and Crediting of Contributions. The Employer shall
pay to the order of the Trustee the aggregate contributions to the Trust Fund
for each Plan Year. Each contribution shall be accompanied by instructions from
the Employer, in the manner prescribed by Putnam. Neither the Trustee nor
Putnam shall be under any duty to inquire into the correctness of the amount or
the timing of any contribution, or to collect any amount if the Employer fails
to make a contribution as provided in the Plan.

(b)Time for Payment. Elective Deferrals will be transferred
to the Trustee as soon as such contributions can reasonably be segregated from
the general assets of the Employer, but in any event within 90 days after the
date on which the Compensation to which such contributions relate is paid. The
aggregate of all other contributions with respect to a Plan Year shall be
transferred to the Trustee no later than the due date (including extensions)
for filing the Employer's federal income tax return for that Plan Year.

(c)Limitations on Allocations. All allocations shall be
subject to the limitations in Article 6.

(d)Establishment of Accounts. The Employer will establish and
maintain (or cause to be established and maintained) for each Participant
individual accounts adequate to disclose his interest in the Trust Fund,
including such of the following separate accounts as shall apply to the
Participant: Employer Contribution Account, Participant Contribution Account,
Deductible Employee Contribution Account, and Rollover Account; and in a Plan
with a CODA, Elective Deferral Account, Qualified Nonelective Account,
Qualified Matching Account and Employer Matching Account. The maintenance of
such accounts shall be only for recordkeeping purposes, and the assets of
separate accounts shall not be required to be segregated for purposes of
investment.

(e)Restoration of Accounts. Notwithstanding any other
provision of the Plan Year in which it is necessary to restore any portion of a
Participant's Account pursuant to Section 8.3(b) or 9.5, to the extent that the
amount of Forfeitures available is insufficient to accomplish such restoration,
the Employer shall contribute the amount necessary to eliminate the
insufficiency, regardless of whether the contribution is currently deductible
by the Employer under Section 404 of the Code. Forfeitures shall be considered
available for allocation pursuant to Sections 4.4 and 5.14 in a Plan Year only
after all necessary restoration of Accounts has been accomplished.

2.Provisions Applicable Only to Profit Sharing Plans.

(a)Amount of Annual Contribution. The Employer will contribute
for each Plan Year as a Profit Sharing Contribution an amount determined in
accordance with the formula

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<PAGE> 25
specified by the Employer in the Plan Agreement, less any amounts reapplied for
the Plan Year under Section 6.1(d), not to exceed the amount deductible under
Section 404 of the Code.

(b)Allocation of Profit Sharing Contributions; General Rule.
As of the last day of each Plan Year, the Profit Sharing Contribution (and any
amounts reapplied under Section 6.1(d)) for the Plan Year shall be allocated as
indicated by the Employer in the Plan Agreement.

(c)Plans Integrated with Social Security. If the Employer
elects in the Plan Agreement an allocation formula integrated with Social
Security, Profit Sharing Contributions (and any amounts reapplied under Section
6.1(d)) shall be allocated as of the last day of the Plan Year, as follows:

(i)Top-Heavy Integration Formula. If the Plan is
required to provide a minimum allocation for the Plan Year pursuant to the
Top-Heavy Plan rules of Article 14, or if the Employer has specified in the
Plan Agreement that this paragraph (1) will apply whether or not the Plan is
Top-Heavy, then:

(1)First, among the Employer Contribution
Accounts of all Qualified Participants, in the ratio that each Qualified
Participant's Earnings bears to all Qualified Participants' Earnings. The total
amount allocated in this manner shall be equal to three percent (3%) of all
Qualified Participants' Earnings (or, if less, the entire amount to be
allocated):

(2)Next, among the Employer Contribution
Accounts of all Qualified Participants who have Excess Earnings, in the ratio
that each Qualified Participant's Excess Earnings bears to all Qualified
Participants' Excess Earnings. The total amount allocated in this manner shall
be equal to three percent (3%) of all Qualified Participants' Excess Earnings
(or, if less, the entire amount remaining to be allocated). In the case of any
Qualified Participant who has exceeded the cumulative permitted disparity limit
described in subparagraph (5) below, all of such Qualified Participant's
Earnings shall be taken into account.

(3)Next, among the Employer Contribution
Accounts of all Qualified Participants, in the ratio that the sum of each
Qualified Participant's Earnings and Excess Earnings bears to the sum of all
Qualified Participants' Earnings and Excess Earnings. The total amount
allocated in this manner shall not exceed the lesser of (i) the sum of all
Participants' Earnings and Excess Earnings multiplied by the Top-Heavy Maximum
Disparity Percentage determined under subparagraph (1)(E), or (ii) the entire
amount remaining to be allocated. In the case of any Qualified Participant who
has exceeded the cumulative permitted disparity limit described in subparagraph
(5) below, two times such Qualifying Participant's Earnings shall be taken into
account.

(4)Finally, any amount remaining shall be
allocated among the Employer Contribution Accounts of all Qualified
Participants in the ratio that each Qualified Participant's Earnings bears to
all Qualified Participants' Earnings.

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<PAGE> 26
(5)The Top-Heavy Minimum Disparity Percentage
shall be the lesser of (i) 2.7% or (ii) the applicable percentage from the
following table:

If the Plan's Integration Level
is more than: But not more than: The applicable percentage is:
<S> <C> <C>
$0 The greater of $10,000 or 20% of 2.7%
the Social Security Wage Base

The greater of $10,000 or 20% of 80% of the Social Security Wage 1.3%
the Social Security Wage Base Base
80% of the Social Security Wage Less than the Social Security 2.4%
Base Wage Base
</TABLE>

If the Plan's Integration Level is equal to the Social Security Wage
Base, the Top-Heavy Maximum Disparity Percentage is 2.7%.

(ii)Non-Top-Heavy Integration Formula. If the Plan
is not required to provide a minimum allocation for the Plan Year pursuant to
the Top-Heavy Plan rules of Article 14, and the Employer has not specified in
the Plan Agreement that paragraph (1) will apply whether or not the Plan is
Top-Heavy, then:

(1)An amount equal to (i) the Maximum
Disparity Percentage determined under subparagraph (2)(C) multiplied by the sum
of all Qualified Participants' Earnings and Excess Earnings, or (ii) if less,
the entire amount to be allocated shall be allocated among the Employer
Contribution Account of all Participants in the ratio that the sum of each
Qualified Participant's Earnings and Excess Earnings bears to the sum of all
Qualified Participants' Earnings and Excess Earnings. In the case of any
Qualified Participant who has exceeded the cumulative permitted disparity limit
described in subparagraph (5) below, two times such Qualified Participant's
Earnings shall be taken into account.

(2)Any amount remaining after the allocation
in paragraph (2)(A) shall be allocated among the Employer Contribution Accounts
of all Qualified Participants in the ratio that each Qualified Participant's
Earnings bears to all Qualified Participants' Earnings.

(3)The Maximum Disparity Percentage shall be
the lesser of (i) 5.7% or (ii) the applicable percentage from the following
table:

If the Plan's Integration Level The applicable percentage is:
is more than: But not more than:

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<PAGE> 27
<TABLE>
<CAPTION>
<S> <C> <C>
$0 The greater of $10,000 or 20% of 5.7%
the Social Security Wage Base

The greater of $10,000 or 20% of 80% of the Social Security Wage 4.3%
the Social Security Wage Base Base

80% of the Social Security Wage Less than the Social Security 5.4%
Base Wage Base
</TABLE>

If the Plan's Integration Level is equal to the Social Security Wage
Base, the Maximum Disparity Percentage is 5.7%.

(iii)In this Section 4.2, "Earnings" means
Earnings as defined in Section 2.13.

(iv)Annual overall permitted disparity limit.
Notwithstanding subparagraphs (1) through (3) above, 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), Profit Sharing Contributions and Forfeitures will be allocated
among the Employer Contribution Accounts of all Qualified Participants in the
ratio that such Qualified Participant's Earnings bears to the Earnings of all
Participants. For all purposes under the Plan, a Participant is treated as
benefitting under a plan (including this Plan) for any plan year during which
the Participant receives or is deemed to receive an allocation under a plan in
accordance with Section 1.410(b)-3(a) of the Treasury Regulations.

(v)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 cumulative permitted disparity years.
Total cumulative permitted disparity years means the number of years credited
to the Participant for allocation or accrual purposes under the 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 benefitted 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.

3.Provisions Applicable Only to Money Purchase Pension Plans.

(a)Amount of Annual Contributions. The Employer will
contribute for each Plan Year an amount described in paragraph (b) or (c)
below, whichever is applicable, less any amounts reapplied for the Plan Year
under Section 6.1(d), not to exceed the amount deductible under Section 404(c)
of the Code.

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<PAGE> 28
(b)Allocation of Contributions; General Rule. The Employer
shall contribute an amount equal to the product of the Earnings of all
Qualified Participants and the Base Contribution Percentage, and the
contribution shall be allocated as of the last day of the Plan Year among the
Employer Contribution Accounts of all Qualified Participants in the ratio that
the Earnings of each Qualified Participant bears to the Earnings of all
Qualified Participants. This general rule does not apply to a Plan that is
integrated with Social Security.

(c)Plans Integrated with Social Security. If the Employer has
elected in the Plan Agreement to integrate the Plan with Social Security, the
Employer shall contribute an amount equal to the sum of the following amounts,
and the contribution shall be allocated as of the last day of the Plan Year as
follows:

(i)To the Employer Contribution Account of each
Qualified Participant, an amount equal to the product of the Base Contribution
Percentage and his Earnings, and

(ii)To the Employer Contribution Account of each
Qualified Participant who has Excess Earnings, the product of his Excess
Earnings and the lesser of (i) the Base Contribution Percentage or (ii) the
Money Purchase Maximum Disparity Percentage determined under paragraph (d).

(iii)The Base Contribution Percentage shall be no
less than three percent (3%) in either of the following circumstances: (i) any
Plan Year of a Plan for which the Plan Agreement does not specify that the
Employer will perform annual Top-Heavy testing, or (ii) any Plan Year in which
the Plan is required to provide a minimum allocation for the Plan Year pursuant
to the Top-Heavy Plan rules of Article 14.

(iv)Notwithstanding subparagraphs (1) through (3)
above, in the case of any Participant who has exceeded the cumulative permitted
disparity limit described in paragraph (f) below, the amount shall be each
Qualified Participant's Earnings multiplied by the percentage determined in
subparagraph (2) above.

(d)The Money Purchase Maximum Disparity Percentage is equal to
the lesser of (i) 5.7% or (ii) the applicable percentage from the following
table:

If the Plan's Integration Level
is more than: But not more than: The applicable percentage is:
<S> <C> <C>
$0 The greater of $10,000 or 20% of 5.7%
the Social Security Wage Base

The greater of $10,000 or 20% of 80% of the Social Security Wage 4.3%
the Social Security Wage Base Base
</TABLE>

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<PAGE> 29
<TABLE>
<CAPTION>
<S> <C> <C>
80% of the Social Security Wage Less than the Social Security 5.4%
Base Wage Base
</TABLE>

If the Plan's Integration Level is equal to the Social Security Wage
Base, the Money Purchase Maximum Disparity Percentage is 5.7%.

(e)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), the Employer shall contribute
for each Qualified Participant an amount equal to the Qualified Participant's
Earnings multiplied by the lesser of (i) the Base Contribution Percentage or
(ii) the Money Purchase Maximum Disparity Percentage determined under paragraph
(d). For all purposes under the Plan, a Participant is treated as benefitting
under a plan (including this Plan) for any plan year during which the
Participant receives or is deemed to receive an allocation under a plan in
accordance with Section 1.410(b)-3(a) of the Treasury Regulations.

(f)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 disparity years means the number of years credited to the
Participant for allocation or accrual purposes under the Plan, any other
qualified plan or simplified employee pension (whether or not terminated) ever
maintained by the Employer. For purposes of deterring 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 benefitted under
a defined benefit plan or target benefit plan for any year beginning on or
after January 1, 1994, the Participant has no cumulative disparity limit.

4.Forfeitures. Forfeitures from Employer Contribution Accounts shall
be used, as elected by the Employer in the Plan Agreement, either to reduce
other contributions required of the Employer, as specified in the Plan
Agreement, or shall be reallocated as additional contributions by the Employer.
If the Employer elects to use Forfeitures from Employer Contribution Accounts
to reduce other contributions required of the Employer, the amount of such
Forfeitures in a Plan Year shall be treated as a portion of such required
contribution. If the Employer elects to reallocate Forfeitures from Employer
Contribution Accounts as additional contributions, such forfeitures shall be
allocated (i) in the case of a profit sharing plan, in accordance with Section
4.2(b) (provided that such Forfeitures may be allocated under paragraphs
(c)(1)(B), (c)(1)(C) and (c)(2)(C) of Section 4.2 only to the extent that the
limitation described therein has not been fully utilized), and (ii) in the case
of a money purchase plan, among the Employer Contribution Accounts of all
Qualified Participants in proportion to their Earnings for the Plan Year.

5.Rollover Contributions. An Employee in an eligible class may
contribute at any time cash or other property (which is not a collectible
within the meaning of Section 408(m) of the Code) acceptable to the Trustee
representing qualified rollover amounts under Sections 402, 403

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<PAGE> 30
or 408 of the Code. Amounts so contributed shall be credited to a Rollover
Account for the Participant.

6.Participant Contributions. If so specified in the Plan Agreement, a
Participant may make Participant Contributions to the Plan in accordance with
the Plan Agreement. Such contributions, together with any matching
contributions (as defined in section 401(m)(4) of the Code) if applicable,
shall be limited so as to meet the nondiscrimination test of section 401(m) of
the Code, as set forth in Section 5.10 of the Plan. Participant Contributions
will be allocated to the Participant Contributions Account of the contributing
Participant. All Participant Contribution Accounts will be fully vested at all
times.

7.No Deductible Employee Contributions. The Plan Administrator shall
not accept deductible employee contributions, other than those held in a
Deductible Employee Contribution Account transferred from a predecessor plan of
the Employer.

V.CASH OR DEFERRED ARRANGEMENT UNDER SECTION 401(k) (CODA)

1.Applicability; Allocations. This Article 5 applies to any plan
adopted pursuant to Plan Agreement #001, which Plan Agreement by its terms
includes a CODA permitting Elective Deferrals to be made under the Plan. The
Employer may specify in the Plan Agreement that contributions will be made to
the Plan only under the CODA, or that contributions may be made under Section
4.2 as well as under the CODA. Allocations to Participants' Accounts of
contributions made pursuant to this Article 5 shall be made as soon as
administratively feasible after their receipt by the Trustee, but in any case
no later than as of the last day of the Plan Year for which the contributions
were made.

2.CODA Participation. Each Employee who has met the eligibility
requirements of Article 3 may make Elective Deferrals to the Plan by completing
and returning to the Plan Administrator a Deferral Agreement form which
provides that the Participant's cash compensation from the Employer will be
reduced by the amount indicated in the Deferral Agreement, and that the
Employer will contribute an equivalent amount to the Trust on behalf of the
Participant. The following rules will govern Elective Deferrals:

(a)Subject to the limits specified in the Plan Agreement and
set forth in Section 5.3, a Deferral Agreement may apply to any amount or
percentage of the Earnings payable to a Participant in each year, and, if so
specified by the Employer in the Plan Agreement, separately to bonuses payable
to a Participant from time to time, even if such bonuses have otherwise been
excluded from Compensation under the Plan Agreement.

(b)In accordance with such reasonable rules as the Plan
Administrator shall specify, a Deferral Agreement will become effective as soon
as is administratively feasible after the Deferral Agreement is returned to the
Plan Administrator, and will remain effective until it is modified or
terminated. No Deferral Agreement may become effective retroactively.

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<PAGE> 31
(c)A Participant may modify his Deferral Agreement by
completing and returning to the Plan Administrator a new Deferral Agreement
form as of any of the dates specified in the Plan Agreement, and any such
modification will become effective as described in paragraph (b).

(d)A Participant may terminate his Deferral Agreement at any
time upon advance written notice to the Plan Administrator, and any such
termination will become effective as described in paragraph (b).

3.Annual Limit on Elective Deferrals. During any taxable year of a
Participant, his Elective Deferrals under the Plan and any other qualified plan
of an Affiliated Employer shall not exceed the dollar limit contained in
Section 402(g) of the Code in effect at the beginning of the taxable year. With
respect to any taxable year, a Participant's Elective Deferrals for purposes of
this Section 5.3 include all Employer contributions made on his behalf pursuant
to an election to defer under any qualified CODA as described in Section 401(k)
of the Code, any simplified employee pension cash or deferred arrangement
(SARSEP) as described in Section 402(h)(l)(B) of the Code, any eligible
deferred compensation plan under Section 457 of the Code, any plan described
under Section 501(c)(18) of the Code, and any Employer contributions made on
behalf of the Participant for the purchase of an annuity contract under Section
403(b) of the Code pursuant to a salary reduction agreement. The limit under
Section 402(g) of the Code on the amount of Elective Deferrals of a Participant
who receives a hardship withdrawal pursuant to Section 12.2 shall be reduced,
for the taxable year next following the withdrawal, by the amount of Elective
Deferrals made in the taxable year of the hardship withdrawal.

4.Distribution of Certain Elective Deferrals. "Excess Elective
Deferrals" means those Elective Deferrals described in Section 5.3 that are
includible in a Participant's gross income under Section 402(g) of the Code, to
the extent that the Participant's aggregate elective deferrals for a taxable
year exceed the dollar limitation under that Code Section. Excess Elective
Deferrals shall be treated as Annual Additions under the Plan, whether or not
they are distributed under this Section 5.4. A Participant may designate to
the Plan any Excess Elective Deferrals made during his taxable year by
notifying the Employer on or before the following March 15 of the amount of the
Excess Elective Deferrals to be so designated. A Participant who has Excess
Elective Deferrals for a taxable year, taking into account only his Elective
Deferrals under the Plan and any other plans of the Affiliated Employers, shall
be deemed to have designated the entire amount of such Excess Elective
Deferrals.

Notwithstanding any other provision of the Plan, Excess Elective
Deferrals, plus any income and minus any loss allocable thereto, shall be
distributed no later than April 15 to any Participant to whose Account Excess
Elective Deferrals were so designated or deemed designated for the preceding
year. The income or loss allocable to Excess Elective Deferrals is the income
or loss allocable to the Participant's Elective Deferral Account for the
taxable year multiplied by a fraction, the numerator of which is the
Participant's Excess Elective Deferrals for the year and the denominator of
which is the Participant's Account balance attributable to Elective Deferrals
without regard to any income or loss occurring during the year.

-24-
<PAGE> 32
To the extent that the return to a Participant of his Elective
Deferrals would reduce an Excess Amount (as defined in Section 6.5(f)), such
Excess Deferrals shall be distributed to the Participant in accordance with
Article 6.

5.Satisfaction of ADP and ACP Tests. In each Plan Year, the Plan must
satisfy the ADP test described in Section 5.6 and the ACP test described in
Section 5.10. The Employer may cause the Plan to satisfy the ADP or ACP test
or both tests for a Plan Year by any of the following methods or by any
combination of them:

(a)By the distribution of Excess Contributions in accordance
with Section 5.7, or the distribution of Excess Aggregate Contributions in
accordance with Section 5.11, or both; or

(b)By recharacterization of Excess Contributions in
accordance with Section 5.9; or

(c)If the Employer has so elected in the Plan Agreement, by
making Qualified Nonelective Contributions or Qualified Matching Contributions
or both, in accordance with the Plan Agreement and Section 5.12.

6.Actual Deferral Percentage Test Limit. The Actual Deferral
Percentage (hereinafter "ADP") for Participants who are Highly Compensated
Employees for each Plan Year and the ADP for Participants who are Non-Highly
Compensated Employees for the same Plan Year must satisfy one of the following
tests:

(a)The ADP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ADP for Participants who are
Non-Highly Compensated Employees for the same Plan Year multiplied by 1.25; or

(b)The ADP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ADP for Participants Who are
Non-Highly Compensated Employees for the same Plan Year multiplied by 2.0,
provided that the ADP for Participants who are Highly Compensated Employees
does not exceed the ADP for Participants who are Non- Highly Compensated
Employees by more than two percentage points.

The following special rules shall apply to the computation of the ADP:

(c)"Actual Deferral Percentage" means, for a specified group
of Participants for a Plan Year, the average of the ratios (calculated
separately for each Participant in the group) of (1) the amount of Employer
contributions actually paid over to the Trust on behalf of the Participant for
the Plan Year to (2) the Participant's Earnings for the Plan Year (or, provided
that the Employer applies this method to all Employees for a Plan Year, the
Participant's Earnings for that portion of the Plan Year during which he was
eligible to participate in the Plan). Employer contributions on behalf of any
Participant shall include: (i) his Elective Deferrals, including Excess
Elective

-25-
<PAGE> 33
Deferrals of Highly Compensated Employees, but excluding (A) Excess Elective
Deferrals of Non-Highly Compensated Employees that arise solely from Elective
Deferrals made under the Plan or another plan maintained by an Affiliated
Employer, and (B) Elective Deferrals that are taken into account in the Average
Contribution Percentage test described in Section 5.10 provided the ADP test is
satisfied both with and without exclusion of these Elective Deferrals), and
excluding Elective Deferrals returned to a Participant to reduce an Excess
Amount as defined in Section 6.5(f); and (ii) if the Employer has elected to
make Qualified Nonelective Contributions, such amount of Qualified Nonelective
Contributions, if any, as shall be necessary to enable the Plan to satisfy the
ADP test and not used to satisfy the ACP test; and (iii) if the Employer has
elected to make Qualified Matching Contributions, such amount of Qualified
Matching Contributions, if any, as shall be necessary to enable the Plan to
satisfy the ADP test and not used to satisfy the ACP test. For purposes of
computing Actual Deferral Percentages, an Employee who would be a Participant
but for his failure to make Elective Deferrals shall be treated as a
Participant on whose behalf no Elective Deferrals are made.

(d)In the event that the 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 the Plan, then this Section
5.6 shall be applied by determining the ADP 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.

(e)The ADP for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Elective Deferrals (and
Qualified Nonelective Contributions or Qualified Matching Contributions, or
both, if these are treated as Elective Deferrals for purposes of the ADP test)
allocated to his Accounts under two or more CODAs described in Section 401(k)
of the Code that are maintained by the Affiliated Employers shall be determined
as if such Elective Deferrals (and, if applicable, such Qualified Nonelective
Contributions or Qualified Matching Contributions, or both) were made under a
single CODA. If a Highly Compensated Employee participates in two or more
CODAs that have different Plan Years, all CODAs ending with or within the same
calendar year shall be treated as a single CODA, except that CODAs to which
mandatory disaggregation applies in accordance with regulations issued under
Section 401(k) of the Code shall be treated as separate CODAs.

(f)For purposes of determining the ADP of a Participant who is
a 5% owner or one of the ten most highly-paid Highly Compensated Employees, the
Elective Deferrals (and Qualified Nonelective Contributions or Qualified
Matching Contributions, or both, if these are treated as Elective Deferrals for
purposes of the ADP test) and the Earnings of such a Participant shall include
the Elective Deferrals (and, if applicable, Qualified Nonelective Contributions
and Qualified Matching Contributions, or both) and Earnings for the Plan Year
of his Family Members (as defined in Section 414(q)(6) of the Code). Family
Members of such Highly Compensated Employees shall be disregarded as separate
employees in determining the ADP both for Participants who are Non-Highly
Compensated Employees and for Participants who are Highly Compensated
Employees.

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<PAGE> 34
(g)For purposes of the ADP test, Elective Deferrals, Qualified
Nonelective Contributions and Qualified Matching Contributions must be made
before the last day of the 12-month period immediately following the Plan Year
to which those contributions relate.

(h)The Employer shall maintain records sufficient to
demonstrate satisfaction of the ADP test and the amount of Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, used in
satisfying the test.

(i)The determination and treatment of the ADP amounts of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.

7.Distribution of Excess Contributions. "Excess Contributions" means,
with respect to any Plan Year, the excess of:

(a)The aggregate amount of Employer contributions actually
taken into account in computing the ADP of Highly Compensated Employees for the
Plan Year, over

(b)The maximum amount of Employer contributions permitted by
the ADP test, determined by reducing contributions made on behalf of Highly
Compensated Employees in order of their ADPs, beginning with the highest of
such percentages.

Notwithstanding any other provision of the Plan, 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
Excess Contributions were allocated for the preceding Plan Year. The income or
loss allocable to Excess Contributions is the income or loss allocable to the
Participant's Elective Deferral Account (and, if applicable, his Qualified
Nonelective Account or Qualified Matching Account or both) for the Plan Year
multiplied by a fraction, the numerator of which is the Participant's Excess
Contributions for the year and the denominator is the Participant's account
balance attributable to Elective Deferrals (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if any of these are
included in the ADP test) without regard to any income or loss occurring during
the Plan Year. If such excess amounts are distributed more than 2-1/2 months
after the last day of the Plan Year in which the excess amounts arose, an
excise tax equal to 10% of the excess amounts will be imposed on the Employer
maintaining the Plan. Such distributions shall be made to Highly Compensated
Employees on the basis of the respective portions of the Excess Contributions
attributable to each of them. Excess Contributions shall be allocated to a
Participant who is a family member subject to the family member aggregation
rules of Section 414(q)(6) of the Code in the proportion that the Participant's
Elective Deferrals (and other amounts treated as his Elective Deferrals) bear
to the combined Elective Deferrals (and other amounts treated as Elective
Deferrals) of all of the Participants aggregated to determine his family
members' combined ADP. Excess Contributions shall be treated as Annual
Additions under the Plan.

Excess Contributions shall be distributed from the Participant's
Elective Deferral Account and Qualified Matching 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

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Year. Excess Contributions shall be distributed from the Participant's
Qualified Nonelective Account only to the extent that such Excess Contributions
exceed the balance in the Participant's Elective Deferral Account and Qualified
Matching Account.

8.Matching Contributions. If so specified in the Plan Agreement, the
Employer will make Matching Contributions to the Plan in accordance with the
Plan Agreement, but no Matching Contribution shall be made with respect to an
Elective Deferral or a Participant Contribution that is returned to a
Participant because it represents an Excess Elective Deferral, an Excess
Contribution, an Excess Aggregate Contribution or an Excess Amount (as defined
in Section 6.5(f)); and if a Matching Contribution has nevertheless been made
with respect to such an Elective Deferral or Participant Contribution, the
Matching Contribution shall be forfeited, notwithstanding any other provision
of the Plan. Employer Matching Contributions will be allocated among the
Employer Matching Accounts of Qualified Participants in proportion to their
Elective Deferrals or Participant Contributions, if applicable, as specified in
the Plan Agreement. Employer Matching Accounts shall become vested according
to the vesting schedule specified in the Plan Agreement, but regardless of that
schedule shall be fully vested upon the Participant's Retirement (or, if
earlier, his fulfillment of the requirements for early retirement, if any, or
attainment of the normal retirement age specified in the Plan Agreement), his
death during employment with an Affiliated Employer, and in accordance with
Section 18.3. Forfeitures of Employer Matching Contributions, other than Excess
Aggregate Contributions, shall be made in accordance with Section 8.3.

9.Recharacterization of Excess Contributions. Provided that the Plan
Agreement permits all Participants to make Participant Contributions, the
Employer may treat a Participant's Excess Contributions as an amount
distributed to the Participant and then contributed by the Participant to the
Plan as a Participant Contribution. Recharacterized amounts will remain
nonforfeitable and subject to the same distribution requirements as Elective
Deferrals. Amounts may not be recharacterized by a Highly Compensated Employee
to the extent that a recharacterized amount in combination with other
Participant Contributions made by that Employee would exceed any stated limit
under the Plan on Participant Contributions. Recharacterization must occur no
later than two and one-half months after the last day of the Plan Year in which
the Excess Contributions arose, and is deemed to occur no earlier than the date
the last Highly Compensated Employee is informed in writing by the Employer of
the amount recharacterized and the consequences thereof. Recharacterized
amounts will be taxable to the Participant for his tax year in which the
Participant would have received them in cash.

10.Average Contribution Percentage Test Limit and Aggregate Limit. The
Average Contribution Percentage (hereinafter "ACP") for Participants who are
Highly Compensated Employees for each Plan Year and the ACP for Participants
who are Non-Highly Compensated Employees for the same Plan Year must satisfy
one of the following tests:

(a)The ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ACP for Participants who are
Non-Highly Compensated Employees for the same Plan Year multiplied by 1.25; or

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(b)The ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ACP for Participants who are
Non-Highly Compensated Employees for the same Plan Year multiplied by two (2),
provided that the ACP for Participants who are Highly Compensated Employees
does not exceed the ACP for Participants who are Non- Highly Compensated
Employees by more than two percentage points.

The following rules shall apply to the computation of the ACP:

(c)"Average Contribution Percentage" means the average of the
Contribution Percentages of the Eligible Participants in a group.

(d)"Contribution Percentage" means the ratio (expressed as a
percentage) of a Participant's Contribution Percentage Amounts to the
Participant's Earnings for the Plan Year (or, provided that the Employer
applies this method to all Employees for a Plan Year, the Participant's
Earnings for that portion of the Plan Year during which he was eligible to
participate in the Plan).

(e)"Contribution Percentage Amounts" means the sum of the
Participant Contributions, Employer Matching Contributions, and Qualified
Matching Contributions (to the extent not taken into account for purposes of
the ADP test) made under the Plan on behalf of the Participant for the Plan
Year. Such Contribution Percentage Amounts shall include Forfeitures of Excess
Aggregate Contributions or Employer Matching Contributions allocated to the
Participant's Account, taken into account in the year in which the allocation
is made. If the Employer has elected in the Plan Agreement to make Qualified
Nonelective Contributions, such amount of Qualified Nonelective Contributions,
if any, as shall be necessary to enable the Plan to satisfy the ACP test and
not used to satisfy the ADP test shall be included in the Contribution
Percentage Amounts. Elective Deferrals shall also be included in the
Contribution Percentage Amounts to the extent, if any, needed to enable the
Plan to satisfy the ACP test, 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.

(f)"Eligible Participant" means any Employee who is eligible
to make a Participant Contribution, or an Elective Deferral, if Elective
Deferrals are taken into account in the calculation of the Contribution
Percentage, or to receive an Employer Matching Contribution (or a Forfeiture
thereof) or a Qualified Matching Contribution.

(g)"Aggregate Limit" means the sum of (i) 125% of the greater
of the ADP of the Non-Highly Compensated Employees for the Plan Year, or the
ACP of Non-Highly Compensated Employees under the Plan subject to Code Section
401(m) for the Plan Year beginning with or within the Plan Year of the CODA,
and (ii) the lesser of 200% of, or two plus, the lesser of the ADP or ACP.
"Lesser" is substituted for "greater" in clause (i) of the preceding sentence,
and "greater" is substituted for "lesser" after the phrase "two plus the" in
clause (ii) of the preceding sentence, if that formulation will result in a
larger Aggregate Limit.

(h)If one or more Highly Compensated Employees participate in
both a CODA and a plan subject to the ACP test maintained by an Affiliated
Employer, and the sum of the ADP and

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<PAGE> 37
ACP of those Highly Compensated Employees subject to either or both tests
exceeds the Aggregate Limit, then the ACP of those Highly Compensated Employees
who also participate in a CODA will be reduced beginning with the Highly
Compensated Employee whose ACP is the highest) so that the Aggregate Limit is
not exceeded. The amount by which each Highly Compensated Employee's
Contribution Percentage Amount is reduced shall be treated as an Excess
Aggregate Contribution. In determining the Aggregate Limit, the ADP and ACP of
Highly Compensated Employees are determined after any corrections required to
meet the ADP and ACP tests. The Aggregate Limit will be considered satisfied
if both the ADP and ACP of the Highly Compensated Employees does not exceed
1.25 multiplied by the ADP and ACP of the Non-Highly Compensated Employees.

(i)For purposes of this section, the Contribution Percentage
for any Participant who is a Highly Compensated Employee and 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 CODAs described in Section
401(k) of the Code, that are maintained by an Affiliated 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
CODAs that have different plan years, all CODAs ending with or within the same
calendar year shall be treated as a single CODA, except that CODAs to which
mandatory disaggregation applies in accordance with regulations issued under
Section 401(k) of the Code shall be treated as separate CODAs.

(j)In the event that the Plan satisfies the requirements of
Sections 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 the Plan, then this Section
5.10 shall be applied by determining the Contribution Percentage 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(m)
of the Code only if they have the same Plan Year.

(k)For purposes of determining the Contribution Percentage of
a Participant who is a 5% owner or one of the ten most highly-paid Highly
Compensated Employers, the Contribution Percentage Amounts and Earnings of the
Participant shall include the Contribution Percentage Amounts and Earnings for
the Plan. Year of Family Members (as defined in Section 414(q)(6) of the Code).
Family Members of such Highly Compensated Employees shall be disregarded as
separate employees in determining the Contribution Percentage both for
Participants who are Non-Highly Compensated Employees and for Participants who
are Highly Compensated Employees.

(l)For purposes of the ACP test, Employer Matching
Contributions, Qualified Matching Contributions and Qualified Nonelective
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.

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(m)The Employer shall maintain records sufficient to
demonstrate satisfaction of the ACP test and the amount of Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, used in
the ACP test.

(n)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.

11.Distribution of Excess Aggregate Contributions. Notwithstanding
any other provision of the 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. The income or loss allocable to Excess
Aggregate Contributions is the income or loss allocable to the Participant's
Employer Matching Contribution Account, Qualified Matching Contribution Account
(if any, and if all amounts therein are not used in the ADP test), and, if
applicable, Qualified Nonelective Account, Participant Contribution Account and
Elective Deferral Account for the Plan Year, multiplied by a fraction, the
numerator of which is the Participant's Excess Aggregate Contributions for the
year and the denominator of which is the Participant's account balance(s)
attributable to Contribution Percentage Amounts without regard to any income or
loss occurring during the Plan Year. Excess Aggregate Contributions shall be
allocated to a Participant who is subject to the family member aggregation
rules of Section 414(q)(6) of the Code in the proportion that the Participant's
Employer Matching Contributions (and other amounts treated as his Employer
Matching Contributions) bear to the combined Employer Matching Contributions
(and other amounts treated as Employer Matching Contributions) of all of the
Participants aggregated to determine its family members' combined ACP. If
excess amounts attributable to Excess Aggregate Contributions are distributed
more than 2-1/2 months after the last day of the Plan Year in which such excess
amounts arose, an excise tax equal to 10% of the excess amounts will be imposed
on the Employer maintaining the Plan. Excess Aggregate Contributions shall be
treated as Annual Additions under the Plan.

Excess Aggregate Contributions shall be forfeited if forfeitable, or
distributed on a pro-rata basis from the Participant's Participant Contribution
Account, Employer Matching Account, and Qualified Matching Account (and, if
applicable, the Participant's Qualified Nonelective Account or Elective
Deferral Account, or both).

Excess Aggregate Contributions means, with respect to any Plan Year,
the excess of:

(a)The aggregate Contribution Percentage Amounts taken into
account in computing the numerator of the Contribution Percentage and actually
made on behalf of Highly Compensated Employees for the Plan Year, over

(b)The maximum Contribution Percentage Amounts permitted by
the ACP test and the Aggregate Limit (determined by reducing contributions made
on behalf of Highly Compensated Employees in order of their Contribution
Percentages, beginning with the highest of such percentages).

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Such determination shall be made after first determining Excess
Elective Deferrals pursuant to Section 5.4, and then determining Excess
Contributions pursuant to Section 5.7.

12.Qualified Nonelective Contributions; Qualified Matching
Contributions. An Employer shall make Qualified Nonelective Contributions
and/or Qualified Matching Contributions as provided by the Employer in the Plan
Agreement. Qualified Nonelective Contributions and Qualified Matching
Contributions shall be allocated to the Qualified Nonelective Contribution
Accounts and Qualified Matching Accounts, respectively, of Participants as
provided by the Employer in the Plan Agreement.

13.Restriction on Distributions. Except as provided in Sections 5.4,
5.7 and 5.11, no distribution may be made from a Participant's Elective
Deferral Account, Qualified Nonelective Contribution Account or Qualified
Matching Account until the occurrence of one of the following events:

(a)The Participant's Disability, death or termination of
employment with the Affiliated Employers;

(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) or Section 409 of the Code, or a simplified
employee pension plan as defined in Section 408(k) of the Code;

(c)The Participant's attainment of age 59-1/2 (if the Employer
has elected in the Plan Agreement to permit such distributions); or

(d)In the case of an Employer that is a corporation, the
disposition by the Employer to an unrelated entity of (i) 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, if the Employer continues to maintain the
Plan after the disposition, but only with respect to Employees who continue
employment with the entity acquiring such assets; or (ii) the Employer's
interest in a subsidiary (within the meaning of Section 409(d)(3) of the Code),
if the Employer continues to maintain the Plan after the disposition, but only
with respect to Employees who continue employment with such subsidiary.

In addition, if the Employer has elected in the Plan Agreement to
permit such distributions, a distribution may be made from a Participant's
Elective Deferral Account in the event of his financial hardship as described
in Section 12.2. All distributions upon any of the events listed above are
subject to the conditions of Article 10, Joint and Survivor Annuity
Requirements. In addition, distributions made after March 31, 1988, on account
of an event described in subsection (b) or (d) above must be made in a lump
sum.

14.Forfeitures of Employer Matching Contributions. Forfeitures from
Employer Matching Accounts shall be used, as elected by the Employer in the
Plan Agreement, either to reduce other contributions required of the Employer,
as specified in the Plan Agreement, or shall be reallocated

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<PAGE> 40
as additional Employer Matching Contributions or Profit Sharing Contributions
as specified in the Plan Agreement. If the Employer elects to use Forfeitures
from Employer Matching Accounts to reduce other contributions required of the
Employer, the amount of such Forfeitures in a Plan Year shall be treated as a
portion of such contribution. If the Employer elects to reallocate Forfeitures
from Employer Matching Contributions as additional Employer Matching
Contributions, such Forfeitures shall be allocated in accordance with Section
5.8. If the Employer elects to reallocate Forfeitures from Employer Matching
Accounts as additional Profit Sharing Contributions, such Forfeitures shall be
allocated in accordance with Section 4.2(b) (provided that such Forfeitures may
be allocated under paragraphs (c)(1)(B), (c)(1)(C) and (c)(2)(C) of Section 4.2
only to the extent that the limitation described therein has not been fully
utilized). Forfeitures of Excess Aggregate Contributions determined under
Section 5.10 that are Employer Matching Contributions shall be used as provided
above in this Section 5.14.

15.Special Effective Dates. If the Plan is adopted as an amendment of
an existing plan, the provisions of Sections 5.3 and Section 5.7 through 5.10
are effective as of the first day of the first Plan Year beginning after
December 31, 1986.

VI.LIMITATIONS ON ALLOCATIONS

1.No Additional Plan. If the Participant does not participate in and
has never participated in another qualified plan, or a welfare benefit fund (as
defined in Section 419(e) of the Code), or an individual medical account (as
defined in Section 415(l)(2) of the Code) which provides an Annual Addition as
defined in Section 6.5(a), maintained by an Affiliated Employer:

(a)The amount of Annual Additions (as defined in Section
6.5(a)) which may be credited to the Participant's Accounts for any Limitation
Year will not exceed the lesser of the Maximum Annual Additions 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 Annual
Additions, the amount contributed or allocated will be reduced so that the
Annual Additions for the Limitation Year will equal the Maximum Annual
Additions.

(b)Before determining a Participant's actual Section 415
Compensation for a Limitation Year, the Employer may determine the Maximum
Annual Additions for the Participant on the basis of a reasonable estimation of
the Participant's Section 415 Compensation for the Limitation Year, uniformly
determined for all Participants similarly situated.

(c)As soon as is administratively feasible after the end of
the Limitation Year, the Maximum Annual Additions for the Limitation Year will
be determined on the basis of the Participant's actual Section 415 Compensation
for the Limitation Year.

(d)If pursuant to paragraph (c), or as a result of the
reallocation of Forfeitures, or as a result of a reasonable error in
determining the amount of Elective Deferrals that may be made by a Participant,
the Annual Additions exceed the Maximum Annual Additions, the Excess Amount
will be disposed of as follows:

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(i)Any Participant Contributions and Elective
Deferrals, to the extent they would reduce the Excess Amount, will be returned
to the Participant.

(ii)If after the application of (1) above an Excess
Amount still exists, and the Participant is covered by the Plan at the end of
the Limitation Year, the Excess Amount in the Participant's Accounts will be
used to reduce Employer contributions (including any allocation of Forfeitures)
for such Participant in the next Limitation Year, and each succeeding
Limitation Year if necessary.

(iii)If after the application of (1) above an Excess
Amount still exists, and the Participant is not covered by the Plan at the end
of a Limitation Year, the Excess Amount will be held unallocated in a suspense
account. The suspense account will be applied to reduce future Employer
contributions (including allocation of any Forfeitures) for all remaining
Participants in the next Limitation Year, and each succeeding Limitation Year
if necessary.

(iv)If a suspense account is in existence at any time
during a Limitation Year pursuant to this Section 6.1(d), it will participate
in the allocation of the Trust's investment gains and losses. If a suspense
account is in existence at any time during a particular Limitation Year, all
amounts in the suspense account must be allocated and reallocated to
Participants' Accounts before any Employer or any Employee contributions may be
made to the Plan for that Limitation Year. Excess amounts may not be
distributed to Participants or former Participants.

2.Additional Master or Prototype Plan. If in addition to this Plan a
Participant is covered under another qualified Master or Prototype defined
contribution plan or a welfare benefit fund (as defined in Section 419(e) of
the Code), or an individual medical account (as defined in Section 415(1)(2) of
the Code) which provides an Annual Addition as defined in Section 6.5(a),
maintained by an Affiliated Employer during any Limitation Year:

(a)The Annual Additions which may be credited to a
Participant's Accounts under this Plan for any such Limitation Year will not
exceed the Maximum Annual Additions reduced by the Annual Additions credited to
a Participant's accounts 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 an Affiliated Employer are less than the Maximum Annual
Additions, and the Employer contribution that would otherwise be contributed or
allocated to the Participant's Accounts under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the amount
contributed or allocated to this Plan will be reduced so that the Annual
Additions under all such plans and funds for the Plan Year will equal the
Maximum Annual Additions. 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 Annual
Additions, no amount will be contributed or allocated to the Participant's
Accounts under this Plan for the Limitation Year.

(b)Before determining a Participant's actual Section 415
Compensation for a Limitation Year, the Employer may determine the Maximum
Annual Additions for the Participant in the manner described in Section 6.1(b).

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(c)As soon as is administratively feasible after the end of
the Plan Year, the Maximum Annual Additions for the Plan Year will be
determined on the basis of the Participant's actual Section 415 Compensation
for the Plan Year.

(d)If, pursuant to Section 6.2(c) or as a result of the
allocation of Forfeitures, or of a reasonable error in determining the amount
of Elective Deferrals that may be made by him, a Participant's Annual Additions
under this Plan and such other plans would result in an Excess Amount for a
Limitation Year, the Excess Amount will be deemed to consist of the Annual
Additions last allocated under any qualified Master or Prototype defined
contribution plan, except that Annual Additions to any welfare benefit fund or
individual medical account will be deemed to have been allocated first
regardless of the actual allocation date.

(e)If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to this Plan will be the product of X and Y,
where (X) is the total Excess Amount allocated as of such date, and (Y) is the
ratio of: (1) the Annual Additions allocated to the Participant for the
Limitation Year as of such date under this Plan to (2) the total Annual
Additions allocated to the Participant for the Limitation Year as of such date
under this and all the other qualified Master or Prototype defined contribution
plans.

(f)Any Excess Amount attributed to this Plan will be disposed
of in the manner described in Section 6.1(d).

3.Additional Non-Master or Non-Prototype Plan. If the Participant is
covered under another qualified defined contribution plan maintained by an
Affiliated Employer which is not a Master or Prototype plan, Annual Additions
which may be credited to the Participant's Accounts under this Plan for any
Limitation Year will be limited in accordance with Section 6.2 as though the
other plan were a Master or Prototype plan, unless the Employer provides other
limitations in the Plan Agreement.

4.Additional Defined Benefit Plan. If an Affiliated 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 Plan
Fraction and Defined Contribution Plan Fraction will not exceed 1.0 in any
Limitation Year. The Annual Additions which may be credited to the
Participant's Accounts under this Plan for any Limitation Year will be limited
in accordance with the Plan Agreement.

5.Definitions.

(a)Annual Additions means the sum of the following amounts
credited to a Participant's Accounts for the Limitation Year:

(i)Employer contributions;

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(ii)For any Limitation Year beginning after December
31, 1986, Participant Contributions;

(iii)Forfeitures;

(iv)Amounts allocated after March 31, 1984, to any
individual medical account, as defined in Section 415(1)(2) of the Code, which
is part of a pension or annuity plan maintained by an Affiliated Employer;

(v)Amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after such date, which are
attributable to postretirement 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
an Affiliated Employer; and

(vi)In a Plan that includes a CODA, Excess Elective
Deferrals, Excess Contributions (including recharacterized Elective Deferrals)
and Excess Aggregate Contributions.

For this purpose, any Excess Amount applied under Sections 6.1(d) or
6.2(e) in the Limitation Year to reduce Employer contributions will be
considered Annual Additions for such Limitation Year. Any rollover contribution
will not be considered an Annual Addition.

(b)Section 415 Compensation means, for a Self-Employed
Individual, his Earned Income; and for any other Participant, his "Form W-2
earnings" as defined in Section 2.8, if the Employer has elected in item 7 of
the Plan Agreement a definition of Compensation based on "Form W-2 earnings";
or if the Employer has not so elected, his 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 expense
allowances under a nonaccountable plan as described in Income Tax Regulations
Section 1.62-2(c)), and excluding the following:

(i)Employer contributions to a plan of deferred
compensation which are not includible in the Participant's gross income for the
taxable year in which contributed, or Employer contributions under a simplified
employee pension plan to the extent such contributions are deductible by the
Employee, or any distributions from a plan of deferred compensations;

(ii)Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock (or property) held by the
Participant either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;

(iii)Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and

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(iv)Other amounts which received special tax
benefits, or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the contributions are actually
excludable from the gross income of the Participant).

For purposes of applying the limitations of this Article 6, Section
415 Compensation for a Limitation Year is the Section 415 Compensation
actually paid or made available during such Limitation Year.

(c)Defined Benefit Fraction means a fraction, the numerator of
which is the sum of the Participant's Projected Annual Benefits under all the
defined benefit plans (whether or not terminated) maintained by the Affiliated
Employers, and the denominator of which is the lesser of 125% of the dollar
limitation in effect for the Limitation Year under Sections 415(b) and (d) of
the Code, or 140% of the Participant's Highest Average Compensation including
any adjustments under Section 415(b) of the Code. Notwithstanding the
foregoing, 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 an Affiliated Employer which were in existence on
May 6, 1986, the denominator of this fraction will 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 change in the terms and conditions of the Plan after May 5,
1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Section 415 of
the Code for all Limitation Years beginning before January 1, 1987.

(d)Defined Contribution Dollar Limitation means $30,000 or if
greater, one-fourth of the defined benefit dollar limitation set forth in
Section 415(b)(1) of the Code as in effect for the Limitation Year.

(e)Defined Contribution Fraction means a fraction, the
numerator of which is the sum of the Annual Additions to the Participant's
accounts under all the defined contribution plans (whether or not terminated)
maintained by Affiliated Employers for the current and all prior Limitation
Years (including the Annual Additions attributable to the Participant's
nondeductible Employee contributions to all defined benefit plans, whether or
not terminated, maintained by the Affiliated Employers, and the Annual
Additions attributable to all welfare benefit funds, as defined in Section
419(e) of the Code, and individual medical accounts, as defined in Section
415(l)(2) of the Code), and the denominator of which is the sum of the Maximum
Annual Additions for the current and all prior Limitation Years of service with
the Affiliated Employers (regardless of whether a defined contribution plan was
maintained by any Affiliated Employer). The Maximum Annual Additions in any
Plan Year is the lesser of 125% of the dollar limitation determined under
Sections 415(b) and (d) of the Code in effect under Section 415(c)(l)(A) of the
Code, or 35% of the Participant's Section 415 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 an Affiliated Employer which were in existence
on May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under
the terms of this Plan. Under the

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adjustment, an amount equal to product of the excess of the sum of the
fractions over 1.0, multiplied by 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 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 100% of nondeductible
Employee contributions as Annual Additions.

(f)Excess Amount means, with respect to any Participant, the
amount by which Annual Additions exceed the Maximum Annual Additions.

(g)Highest Average Comparison means the average compensation
for the three consecutive Years of Service with the Employer that produces the
highest average. For this purpose, a Year of Service with the Employer is
determined based on the Plan Year.

(h)Limitation Year means the Plan Year. All qualified plans
maintained by the Employer must use the same Limitation Year. If the Limitation
Year is amended to a different period of 12 consecutive months, the new
Limitation Year must begin on a date within the Limitation Year in which the
amendment is made.

(i)Master or Prototype plan means a plan the form of which is
the subject of a favorable opinion letter from the Internal Revenue Service.

(j)Maximum Annual Additions, which is the maximum annual
addition that may be contributed or allocated to a Participant's account under
the plan for any Limitation Year, means an amount not exceeding the lesser of
(a) the Defined Contribution Dollar Limitation or (b) 25% of the Participant's
Section 415 Compensation for the Limitation Year. The compensation limitation
referred to in (b) shall not apply to any contribution for medical benefits
(within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which
is otherwise treated as an Annual Addition under Section 415(l)(l) or Section
419A(d)(2) of the Code.

If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different period of 12 consecutive
months, the Maximum Annual Additions will not exceed the Defined
Contribution Dollar Limitation multiplied by the following fraction:

number of months in the
short Limitation Year
-----------------------
12

(k)Projected Annual Benefit means 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:

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(i)The Participant will continue employment until
normal retirement age under the Plan (or current age, if later), and

(ii)The Participant's Section 415 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.

VII.ELIGIBILITY FOR DISTRIBUTION OF BENEFITS

1.Retirement. After his Retirement, the amount credited to a
Participant's Accounts will be distributed to him in accordance with Article 9.
The termination of a Participant's employment with the Affiliated Employers
after he has (i) attained the normal retirement age specified in the Plan
Agreement, (ii) fulfilled the requirements for early retirement (if any)
specified in the Plan Agreement, or (iii) become Disabled will constitute his
Retirement. Upon a Participant's Retirement (or, if earlier, his attainment of
the normal retirement age specified in the Plan Agreement or fulfillment of the
requirements for early retirement, if any, specified in the Plan Agreement) the
Participant's Accounts shall become fully vested, regardless of the vesting
schedule specified by the Employer in the Plan Agreement. A Participant who
separates from service with any vested balance in his Accounts, after
satisfying the service requirements for early retirement (if any is specified
in the Plan Agreement) but before satisfying the age requirement for early
retirement (if any is specified in the Plan Agreement), shall be entitled to a
fully vested early retirement benefit upon his satisfaction of such age
requirement.

2.Death. If a Participant dies before the distribution of his
Accounts has been completed, his Beneficiary will be entitled to distribution
of benefits in accordance with Article 9. A Participant's Accounts will become
fully vested upon his death before termination of his employment with the
Affiliated Employers, regardless of the vesting schedule specified by the
Employer in the Plan Agreement.

A Participant may designate a Beneficiary by completing and returning
to the Plan Administrator a form provided for this purpose. The form most
recently completed and returned to the Plan Administrator before the
Participant's death shall supersede any earlier form. If a Participant has not
designated any Beneficiary before his death, or if no Beneficiary so designated
survives the Participant, his Beneficiary shall be his surviving spouse, or if
there is no surviving spouse, his estate. A married Participant may designate a
Beneficiary other than his spouse only if his spouse consents in writing to the
designation, and the spouse's consent acknowledges the effect of the consent
and is witnessed by a notary public or a representative of the Plan. The
beneficiary or beneficiaries named in the designation to which the spouse has
so consented may not be changed without further written spousal consent unless
the terms of the spouse's original written consent expressly permit such a
change, and acknowledge that the spouse voluntarily relinquishes the right to
limit the consent to a specific beneficiary. The marriage of a Participant
shall nullify any designation of a beneficiary previously executed by the
Participant. If it is established to the satisfaction of the Plan
Administrator that the Participant has no spouse or that the spouse cannot be
located, the requirement of spousal consent shall not apply. Any spousal

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consent, or establishment that spousal consent cannot be obtained, shall
apply only to the particular spouse involved.

3.Other Termination of Employment. A Participant whose employment
terminates for any reason other than his Retirement or death will be entitled
to distribution, in accordance with Article 9, of benefits equal to the amount
of the vested balance of his Accounts as determined under Article 8.

VIII.VESTING

1.Vested Balance. The vested balance of a Participant's Accounts will
be determined as follows:

(a)General Rule. A Participant's Participant Contribution
Account and Rollover Account shall be fully vested at all times. The vested
portion of his Employer Contribution Account shall be equal to the percentage
that corresponds, in the vesting schedule specified in the Plan Agreement, to
the number of Years of Service credited to the Participant as of the end of the
Year of Service in which his employment terminates.

(b)Special Rules for CODA. In a Plan that includes a CODA, a
Participant's Elective Deferral Account, Qualified Nonelective Account, and
Qualified Matching Account shall be fully vested at all times. The vested
portion of his Employer Matching Account shall be equal to the percentage that
corresponds, in the vesting schedule specified in the Plan Agreement, to the
number of Years of Service credited to the Participant as of the end of the
Year of Service in which his employment terminates.

(c)Retirement. All of a Participant's Accounts shall become
fully vested upon his Retirement or his earlier attainment of early retirement
age (if any) or the normal retirement age elected by the Employer in the Plan
Agreement.

For so long as a former Employee does not receive a distribution (or a
deemed distribution) of the vested portion of his Accounts, the undistributed
portion shall be held in a separate account which shall be invested pursuant to
Section 13.3 and shall share in earnings and losses of the Trust Fund pursuant
to Section 13.4 in the same manner as the Accounts of active Participants.

2.Vesting of Accounts of Returned Former Employees. The following
rules apply in determining the vested portion of the Accounts of a Participant
who incurs one or more consecutive One-Year Vesting Breaks and then returns to
employment with an Affiliated Employer:

(a)If the Participant incurred fewer than five consecutive
One-Year Vesting Breaks, then all of his Years of Service will be taken into
account in determining the vested portion of his Accounts, as soon as he has
completed one Year of Service following his return to employment.

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(b)If the Participant incurred five or more consecutive
One-Year Vesting Breaks, then:

(i)no Year of Service completed after his return to
employment will be taken into account in determining the vested portion of his
Accounts as of any time before he incurred the first One-Year Vesting Break;

(ii)years of Service completed before he incurred the
first One-Year Vesting Break will not be taken into account in determining the
vested portion of his Accounts as of any time after his return to employment
(i) unless some portion of his Employer Contribution Account or Employer
Matching Account had become vested before he incurred the first One-Year
Vesting Break, and (ii) until he has completed one Year of Service following
his return to employment; and

(iii)separate sub-accounts will be maintained for the
Participant's pre-break and post-break Employer Contribution Account and
Employer Matching Account, until both sub-accounts become fully vested. Both
sub- accounts will share in the earnings and losses of the Trust Fund.

3.Forfeiture of Non-Vested Amounts. The portion of a former
Employee's Accounts that has not become vested under Section 8.1 shall become a
Forfeiture in accordance with the following rules, and shall be reallocated in
accordance with Section 4.4 or Section 5.14 (whichever applies) no later than
the end of the Plan Year in which it becomes a Forfeiture.

(a)If Distribution Is Made. If any or all of the vested
portion of a Participant's Accounts is distributed in accordance with
Section 9.1 or 9.2 before the Participant incurs five consecutive
One-Year Vesting Breaks, the nonvested portion of his Accounts shall
become a Forfeiture in the Plan Year in which the distribution occurs.
For purposes of this Section 8.3, if the value of the vested portion
of a Participant's Accounts is zero, the Participant shall be deemed
to have received a distribution of the entire vested balance of his
Accounts on the day his employment terminates. If the Participant
elects to have distributed less than the entire vested portion of his
Employer Contribution Account or Employer Matching Accounts, the part
of the nonvested portion that will become a Forfeiture is the total
nonvested portion multiplied by a fraction, the numerator of which is
the amount of the distribution and the denominator of which is the
total value of the entire vested portion of such Accounts.

(b)Right of Repayment. If a Participant who receives a
distribution pursuant to paragraph (a) returns to employment with an Affiliated
Employer, the balance of his Employer Contribution Account and Employer
Matching Account will be restored to the amount of such balance on the date of
distribution, if he repays to the Plan the full amount of the distribution,
before the earlier of (i) the fifth anniversary of his return to employment or
(ii) the date he incurs five consecutive One-Year Vesting Breaks following the
date of distribution. If an Employee is deemed to receive a distribution
pursuant to this Section 8.3, and he resumes employment covered under this Plan
before the date he incurs five consecutive One-Year Vesting Breaks, upon his
reemployment the Employer-derived account balance of the Employee will be
restored to

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<PAGE> 49
the amount on the date of such deemed distribution. Such restoration will be
made, first, from the amount of any Forfeitures available for reallocation as
of the last day of the Plan Year in which repayment is made, to the extent
thereof; and to the extent that Forfeitures are not available or are
insufficient to restore the balance, from contributions made by the Employer
pursuant to Section 4.1(e).

(c)If No Distribution Is Made. If no distribution (nor deemed
distribution) is made to a Participant before he incurs five consecutive
One-Year Vesting Breaks, the nonvested portion of his Accounts shall become a
Forfeiture at the end of the Plan Year that constitutes his fifth consecutive
One-Year Vesting Break.

(d)Adjustment of Accounts. Before a Forfeiture is incurred, a
Participant's Accounts shall share in earnings and losses of the Trust Fund
pursuant to Section 13.4 in the same manner as the Accounts of active
Participants.

(e)Accumulated Deductible Contributions. For Plan Years
beginning before January 1, 1989, a Participant's vested Account balance shall
not include accumulated deductible contributions within the meaning of Section
72(o)(5)(B) of the Code.

4.Special Rule in the Event of a Withdrawal. If a withdrawal pursuant
to Section 12.2, 12.3 or 12.4 is made from a Participant's Employer
Contribution Account or Employer Matching Account before the Account is fully
vested, and the Participant may increase the vested percentage in the Account,
then a separate account will be established at the time of the withdrawal, and
at any relevant time after the withdrawal the vested portion of the separate
account will be equal to the amount "X" determined by the following formula:

X = P(AB + D) - D

For purposes of the formula, P is the Participant's vested percentage at the
relevant time, AB is the account balance at the relevant time, and D is the
amount of the withdrawal.

5.Vesting Election. If the Plan is amended to change any vesting
schedule, or is amended in any way that directly or indirectly affects the
computation of a Participant's vested percentage, each Participant who has
completed not less than three Years of Service may elect, within a reasonable
period after the adoption of the amendment or change, in a writing filed with
the Employer to have his vested percentage computed under the Plan without
regard to such amendment. For a Participant who is not credited with at least
one Hour of Service in a Plan Year beginning after December 31, 1988, the
preceding sentence shall be applied by substituting "five Years of Service" for
"three Years of Service." 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 (a) 60 days after the amendment is adopted; (b)
60 days after the amendment becomes effective; or (c) 60 days after the
Participant is issued written notice of the amendment by the Employer.

IX. PAYMENT OF BENEFITS

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1.Distribution of Accounts. A Participant or Beneficiary who has
become eligible for a distribution of benefits pursuant to Article 7 may elect
to receive such benefits at any time, subject to the terms and conditions of
this Article 9, Article 10 and Article 11. Unless a Participant or Beneficiary
elects otherwise, distribution of benefits will begin no later than the 60th
day after the end of the Plan Year in which the latest of the following events
occurs:

(a)The Participant attains age 65 (or if earlier, the normal
retirement age specified by the Employer in the Plan Agreement); or

(b)The tenth anniversary of the year in which the Participant
commenced participation in the Plan; or

(c)The Participant's employment with the Affiliated Employers
terminates.

A Beneficiary who is the surviving spouse of a Participant may elect to have
distribution of benefits begin within the 90-day period following the
Participant's death.

For purposes of this Section 9.1, the failure of a Participant (and
his spouse, if spousal consent is required pursuant to Article 10) to consent
to a distribution while a benefit is "immediately distributable" within the
meaning of Section 9.2 shall be considered an election to defer commencement of
payment. If the Employer has so specified in the Plan Agreement, the vested
portion of a Participant's Accounts will be distributed in a lump sum in
cash no later than 60 days after the end of the Plan Year in which his
employment terminates, if at the time the Participant first became entitled to
a distribution the value of such vested portion derived from Employer and
Employee contributions does not exceed $3,500. Commencement of distributions
in any case shall be subject to Section 9.4.

2.Restriction on Immediate Distributions. A Participant's account
balance is considered "immediately distributable" if any part of the account
balance could be distributed to the Participant (or his surviving spouse)
before the Participant attains, or would have attained if not deceased, the
later of the normal retirement age specified in the Plan Agreement or age 62.

(a)If the value of a Participant's vested account balance
derived from Employer and Employee contributions exceeds (or at the time of any
prior distribution exceeded) $3,500, and the account balance is immediately
distributable, the Participant and his spouse (or where either the Participant
or the spouse has died), the survivor must consent to any such distribution,
unless an exception described in paragraph (b) applies. The consent of the
Participant and his spouse shall be obtained in writing within the 90-day
period ending on the annuity starting date, which is the first day of the first
period for which an amount is paid as an annuity (or any other form). The Plan
Administrator shall notify the Participant and the spouse, no less than 30 days
and no more than 90 days before the annuity starting date, of the right to
defer any distribution until the Participant's account balance is no longer
immediately distributable. Such notification shall include a general
description of the material features of the optional forms of benefit available
under the Plan and an explanation of their relative values, in a manner that
would satisfy

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the notice requirements of Section 417(a)(3) of the Code. If a distribution is
one to which Sections 401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than 30 days after the required notification is
given, provided that:

(i)the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect
a distribution (and, if applicable, a particular distribution option); and

(ii)the Participant, after receiving the notice, affirmatively elects a
distribution.

(b)Notwithstanding paragraph (a), only the Participant need
consent to the commencement of a distribution in the form of a Qualified Joint
and Survivor Annuity while the account balance is immediately distributable.
Furthermore, if payment in the form of a Qualified Joint and Survivor Annuity
is not required with respect to the Participant pursuant to Section 10.1(b) of
the Plan, only the Participant need consent to the distribution of an account
balance that is immediately distributable. Neither the consent of the
Participant nor the spouse shall be required to the extent that a distribution
is required to satisfy Section 401(a)(9) or Section 415 of the Code. In
addition, upon termination of the Plan, if the Plan does not offer an annuity
option purchased from a commercial provider), and no Affiliated Employer
maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Section 4975(e)(7) of the Code), a Participant's
account balance shall be distributed to the Participant without his consent. If
any Affiliated Employer maintains another defined contribution plan (other than
an employee stock ownership plan as defined in Section 4975(e)(7) of the Code),
a Participant's account balance shall be transferred to that defined
contribution plan without his consent, unless he consents to an immediate
distribution. For purposes of determining the applicability of the foregoing
consent requirements to distributions made before the first day of the first
Plan Year beginning after December 31, 1988, the Participant's vested account
balance shall not include amounts attributable to accumulated deductible
employee contributions within the meaning of Section 72(o)(5)(B) of the Code.

3.Optional Forms of Distribution. Provided that the Employer has so
elected in the Plan Agreement, if at the time a Participant first becomes
entitled to a distribution the value of his vested Account balance derived from
Employer and Employee contributions does not exceed $3,500, distribution shall
be made in a lump sum in cash. Subject to the preceding sentence and to the
rules of Article 10 concerning joint and survivor annuities, a Participant or
Beneficiary may elect to receive benefits in any of the following optional
forms:

(a)A lump sum payment. If a Participant's Accounts are
invested in Employer Stock, a lump sum payment may be made in cash or in
Employer Stock or in a combination of both;

(b)A series of installments over a period certain that meets
the requirements of Article 11;

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(c)A nontransferable annuity contract, purchased by the Plan
Administrator from a commercial provider, with terms complying with the
requirements of Article 11; provided, however, that an annuity for the life of
any person shall be available as an optional form of distribution only if the
Employer has so elected in the Plan Agreement; or

(d)In the event that the Plan is adopted as an amendment to an
existing plan, any optional form of distribution available under the existing
plan. Such optional forms of distribution may be made available where
necessary through the purchase by the Plan Administrator of an appropriate
annuity contract in accordance with paragraph (c). If the Plan is a direct or
indirect transferee of a defined benefit plan, money purchase plan, target
benefit plan, stock bonus plan, or profit sharing plan which is subject to the
survivor annuity requirements of Sections 401(a)(11) and 417 of the Code, the
provisions of Article 10 shall apply.

4.Distribution Procedure. The Trustee shall make or commence
distributions to or for the benefit of Participants only on receipt of an
instruction from the Employer in writing or by such other means as shall be
acceptable to the Trustee, certifying that a distribution of a Participant's
benefits is payable pursuant to the Plan, and specifying the time and manner of
payment. The amount to be distributed shall be determined as of the Valuation
Date coincident with or next following the Employer's order. The Trustee shall
be fully protected in acting upon the directions of the Employer in making
benefit distributions, and shall have no duty to determine the rights or
benefits of any person under the Plan or to inquire into the right or power of
the Employer to direct any such distribution. The Trustee shall be entitled to
assume conclusively that any determination by the Employer with respect to a
distribution meets the requirements of the Plan. The Trustee shall not be
required to make any payment hereunder in excess of the net realizable value of
the assets of the Account in question at the time of such payment, nor to make
any payment in cash unless the Employer has furnished instructions as to the
assets to be converted to cash for the purposes of making payment.

5.Lost Distributee. In the event that the Plan Administrator is
unable with reasonable effort to locate a person entitled to distribution under
the Plan, the Accounts distributable to such a person shall become a Forfeiture
at the end of the third Plan Year after the Plan Administrator's efforts to
locate such person began; provided, however, that the amount of the Forfeiture
shall be restored in the event that such person thereafter submits a claim for
benefits under the Plan. Such restoration will be made, first, from the amount
of Forfeitures available for reallocation as of the last day of the Plan Year
in which the claim is made, to the extent thereof; and to the extent that
Forfeitures are not available or are insufficient to restore the balance, from
contributions made by the Employer pursuant to Section 4.1(e). A Forfeiture
occurring under this Section 9.5 shall be reallocated as though it were an
Employer contribution.

6.Direct Rollovers. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this
Section, a distributee may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover. For purposes of this Section 9.6, the
following definitions shall apply:

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(a)Eligible Rollover Distribution. An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributees and the distributee's Designated Beneficiary
(as defined in Section 11.3), or for a specified period of ten years or more,
any distribution to the extent such distribution is required under Section
401(a)(9) of the Code, and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).

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

(c)Distributee. A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving spouse
and the Employee's or former Employee's spouse or former spouse who is the
alternate payee under a Qualified Domestic Relations Order are distributees
with regard to the interest of the spouse or former spouse.

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

7.Distributions Required by a Qualified Domestic Relations Order. To
the extent required by a Qualified Domestic Relations Order, the Plan
Administrator shall make distributions from a Participant's Accounts to any
alternate payee named in such order in a manner consistent with the
distribution options otherwise available under the Plan, regardless of whether
the Participant is otherwise entitled to a distribution at such time under the
Plan.

X.JOINT AND SURVIVOR ANNUITY REQUIREMENTS

1.Applicability.

(a)Generally. The provisions of Sections 10.2 through 10.5
shall generally apply to a Participant who is credited with at least one Hour
of Service on or after August 23, 1984, and such other Participants as provided
in Section 10.6.

(b)Exception for Certain Plans. The provisions of Sections
10.2 through 10.5 shall not apply to a Participant in a profit sharing plan if:
(i) the Participant does not or cannot elect payment of benefits in the form of
a life annuity, and (ii) on the death of the Participant, his Vested Account
Balance will be paid to his surviving spouse (unless there is no surviving
spouse,

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or the surviving spouse has consented to the designation of another Beneficiary
in a manner conforming to a Qualified Election) and the surviving spouse may
elect to have distribution of the Vested Account Balance (adjusted in
accordance with Section 13.4 for gains or losses occurring after the
Participant's death) commence within the 90-day period following the date of
the Participant's death. The Participant may waive the spousal death benefit
described in this paragraph (b) at any time, provided that no such waiver shall
be effective unless it satisfies the conditions applicable under Section
10.4(c) to a Participant's waiver of a Qualified Preretirement Survivor
Annuity. The exception in this paragraph (b) shall not be operative with
respect to a Participant in a profit sharing plan if the Plan:

(i)is a direct or indirect transferee of a defined
benefit plan, money purchase pension plan, target benefit plan, stock bonus
plan, or profit sharing plan which is subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code; or

(ii)is adopted as an amendment of a plan that did not
qualify for the exception in this paragraph (b) before the amendment was
adopted.

For purposes of this paragraph (b), Vested Account Balance
shall have the meaning provided in Section 10.4(f). The provisions of
Sections 10.2 through 10.6 set forth the survivor annuity requirements
of Sections 401(a)(11) and 417 of the Code.

(c)Exception for Certain Amounts. The provisions of Sections
10.2 through 10.5 shall not apply to any distribution made on or after the
first day of the first Plan Year beginning after December 31, 1988, from or
under a separate account attributable solely to accumulated deductible employee
contributions as defined in Section 72(o)(5)(B) of the Code, and maintained on
behalf of a Participant in a money purchase pension plan or a target benefit
plan, provided that the exceptions applicable to certain profit sharing plans
under paragraph (b) are applicable with respect to the separate account (for
this purpose, Vested Account Balance means the Participant's separate account
balance attributable solely to accumulated deductible employee contributions
within the meaning of Section 72(o)(5)(B) of the Code).

2.Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the 90-day period
ending on the Annuity Starting Date, a married Participant's Vested Account
Balance will be paid in the form of a Qualified Joint and Survivor Annuity and
an unmarried Participant's Vested Account Balance will be paid in the form of a
life annuity. In either case, the Participant may elect to have such an
annuity distributed upon his attainment of the Earliest Retirement Age under
the Plan.

3.Qualified Preretirement Survivor Annuity. Unless an optional form
of benefit has been selected within the Election Period pursuant to a Qualified
Election, the Vested Account Balance of a Participant who dies before the
Annuity Starting Date shall be applied toward the purchase of an annuity for
the life of his surviving spouse (a "Qualified Preretirement Survivor
Annuity"). The surviving spouse may elect to have such an annuity distributed
within a reasonable period after the Participant's death. For purposes of this
Article 10, the term "spouse" means the current spouse or surviving spouse of a
Participant, except that a former spouse will be treated as the spouse or

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surviving spouse (and a current spouse will not be treated as the spouse or
surviving spouse) to the extent provided under a qualified domestic relations
order as described in Section 414(p) of the Code.

4.Definitions. The following definitions apply:

(a)"Election Period" means the period beginning on the first
day of the Plan Year in which a Participant attains age 35 and ending on the
date of the Participant's death. If a Participant separates from service before
the first day of the Plan Year in which he reaches age 35, the Election Period
with respect to his account balance as of the date of separation shall begin on
the date of separation. A Participant who will not attain age 35 as of the end
of a Plan Year may make a special Qualified Election to waive the Qualified
Preretirement Survivor Annuity for the period beginning on the date of such
election and ending on the first day of the Plan Year in which the Participant
will attain age 35. Such an election shall not be valid unless the Participant
receives a written explanation of the Qualified Preretirement Survivor Annuity
in such terms as are comparable to the explanation required under Section 10.5.
Qualified Preretirement Survivor Annuity coverage will be automatically
reinstated as of the first day of the Plan Year in which the Participant
attains age 35. Any new waiver on or after that date shall be subject to the
full requirements of this article.

(b)"Earliest Retirement Age" means the earliest date on which
the Participant could elect to receive Retirement benefits under the Plan.

(c)"Qualified Election" means a waiver of a Qualified Joint
and Survivor Annuity or a Qualified Preretirement Survivor Annuity. Any such
waiver shall not be effective unless: (1) the Participant's spouse consents in
writing to the waiver; (2) the waiver designates a specific Beneficiary,
including any class of beneficiaries or any contingent beneficiaries, which may
not be changed without spousal consent (unless the spouse's consent expressly
permits designations by the Participant without any further spousal consent);
(3) the spouse's consent acknowledges the effect of the waiver; and (4) the
spouse's consent is witnessed by a plan representative or notary public.
Additionally, a Participant's waiver of the Qualified Joint and Survivor
Annuity shall not be effective unless the waiver designates a form of benefit
payment which may not be changed without spousal consent (unless the spouse's
consent expressly permits designations by the Participant without any further
spousal consent). If it is established to the satisfaction of a plan
representative that there is no spouse or that the spouse cannot be located, a
waiver will be deemed a Qualified Election. Any consent by a spouse obtained
under these provisions (and any establishment that the consent of a spouse may
not be obtained) shall be effective only with respect to the particular spouse
involved. A consent that permits designations by the Participant without any
requirement of further consent by the spouse must acknowledge that the spouse
has the right to limit the consent to a specific Beneficiary and a specific
form of benefit where applicable, and that the spouse voluntarily elects to
relinquish either or both of those rights. A revocation of a prior waiver may
be made by a Participant without the consent of the spouse at any time before
the commencement of benefits. The number of revocations shall not be limited.
No consent obtained under this provision shall be valid unless the Participant
has received notice as provided in Section 10.5.

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(d)"Qualified Joint and Survivor Annuity" means an immediate
annuity for the life of a Participant, with a survivor annuity for the life of
the spouse which is not less than 50% and not more than 100% of the amount of
the annuity which is payable during the joint lives of the Participant and the
spouse, and which is the amount of benefit that can be purchased with the
Participant's Vested Account Balance. The percentage of the survivor annuity
under the Plan shall be 50%.

(e)"Annuity Starting Date" means the first day of the first
period for which an amount is paid as an annuity (or any other form).

(f)"Vested Account Balance" means the aggregate value of the
Participant's vested account balance derived from Employer and Employee
contributions (including rollovers), whether vested before or upon death,
including the proceeds of insurance contracts, if any, on the Participant's
life. The provisions of this Article 10 shall apply to a Participant who is
vested in amounts attributable to Employer contributions, Employee
contributions or both at the time of death or distribution.

(g)"Straight life annuity" means an annuity payable in equal
installments for the life of the Participant that terminates upon the
Participant's death.

5.Notice Requirements. In the case of a Qualified Joint and Survivor
Annuity, no less than 30 days (or such other period permitted by law) and no
more than 90 days before a Participant's Annuity Starting Date the Plan
Administrator shall provide to him a written explanation of (i) the terms and
conditions of a Qualified Joint and Survivor Annuity, (ii) the Participant's
right to make, and the effect of, an election to waive the Qualified Joint and
Survivor Annuity form of benefit, (iii) the rights of the Participant's spouse,
and (iv) the right to make, and the effect of, a revocation of a previous
election to waive the Qualified Joint and Survivor Annuity.

In the case of a Qualified Preretirement Survivor Annuity, within the
applicable period for a Participant the Plan Administrator shall provide to him
a written explanation of the Qualified Preretirement Survivor Annuity, in terms
and manner comparable to the requirements applicable to the explanation of a
Qualified Joint and Survivor Annuity as described in the preceding paragraph.
The applicable period for a Participant is whichever of the following period's
ends last: (i) the period beginning with the first day of the Plan Year in
which the Participant attains age 32 and ending with the close of the Plan Year
preceding the Plan Year in which the Participant attains age 35; (ii) a
reasonable period ending after an individual becomes a Participant; (iii) a
reasonable period ending after this Article 10 first applies to the
Participant. Notwithstanding the foregoing, in the case of a Participant who
separates from service before attaining age 35, notice must be provided within
a reasonable period ending after his separation from service.

For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii) and (iii) is the end of
the two-year period beginning one year before the date the applicable event
occurs, and ending one year after that date. In the case of a

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Participant who separates from service before the Plan Year in which he reaches
age 35, notice shall be provided within the two-year period beginning one year
before the separation and ending one year after the separation. If such a
Participant thereafter returns to employment with the Employer, the applicable
period for the Participant shall be redetermined.

6.Transitional Rules.

(a)Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the preceding
Sections of this Article 10, must be given the opportunity to elect to have
those Sections apply if the Participant is credited with at least one Hour of
Service under the Plan or a predecessor plan in a Plan Year beginning on or
after January 1, 1976, and the Participant had at least ten years of vesting
service when he or she separated from service.

(b)Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service under the Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have his benefits paid in accordance with
paragraph (d) of this Section 10.6.

(c)The respective opportunities to elect (as described in
paragraphs (a) and (b) above) must be afforded to the appropriate Participants
during the period commencing on August 23, 1984, and ending on the date
benefits would otherwise commence to be paid to those Participants.

(d)Any Participant who has so elected pursuant to paragraph
(b) of this Section 10.6, and any Participant who does not elect under
paragraph (a), or who meets the requirements of paragraph (a) except that he
does not have at least ten years of vesting service when he separates from
service, shall have his benefits distributed in accordance with all of the
following requirements, if his benefits would otherwise have been payable in
the form of a life annuity:

(i)Automatic joint and survivor annuity. If benefits
in the form of a life annuity become payable to a married Participant who:

(1)begins to receive payments under the Plan
on or after normal retirement age; or

(2)dies on or after normal retirement age
while still working for the Employer; or

(3)begins to receive payments on or after
the qualified early retirement age; or

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(4)separates from service on or after
attaining normal retirement age (or the qualified early retirement age) and
after satisfying the eligibility requirements for the payment of benefits under
the Plan and thereafter dies before beginning to receive such benefits;

then such benefits will be received under the Plan in the form
of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period,
which must begin at least six months before the Participant
attains qualified early retirement age and end not more than
90 days before the commencement of benefits. Any election
hereunder will be in writing and may be changed by the
Participant at any time.

(ii)Election of early survivor annuity. A
Participant who is employed after attaining the qualified early retirement age
will be given the opportunity to elect during the election period to have a
survivor annuity payable on death. If the Participant elects the survivor
annuity, payments under such annuity must not be less than the payments which
would have been made to the spouse under the Qualified Joint and Survivor
Annuity if the Participant had retired on the day before his death. Any
election under this provision will be in writing and may be changed by the
Participant at any time. The election period begins on the later of (i) the
90th day before the Participant attains the qualified early retirement age, or
(ii) the date on which participation begins, and ends on the date the
Participant terminates employment.

(iii)For purposes of this Section 10.6, qualified
early retirement age is the latest of the earliest date under the Plan on which
the Participant may elect to receive Retirement benefits, the first day of the
120th month beginning before the Participant reaches normal retirement age, or
the date the Participant begins participation.

XI.MINIMUM DISTRIBUTION REQUIREMENTS

1.General Rules. Subject to Article 10, Joint and Survivor Annuity
Requirements, the requirements of this Article 11 shall apply to any
distribution of a Participant's interest and will take precedence over any
inconsistent provisions of the Plan. All distributions required under this
Article 11 shall be determined and made in accordance with the Income Tax
Regulations issued under Section 401(a)(9) of the Code (including proposed
regulations, until the adoption of final regulations), including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
proposed regulations.

2.Required Beginning Date. The entire interest of a Participant must
be distributed, or begin to be distributed, no later than the Participant's
required beginning date, determined as follows.

(a)General Rule. The required beginning date of a Participant
is the first day of April of the calendar year following the calendar year in
which the Participant attains age 70-1/2.

(b)Transitional Rules. The required beginning date of a
Participant who attains age 70-1/2 before January 1, 1988, shall be determined
in accordance with (1) or (2) below:

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(i)Non-5% owners. The required beginning date of a
Participant who is not a 5% owner is the first day of April of the calendar
year following the calendar year in which the later of his Retirement or his
attainment of age 70-1/2 occurs.

(ii)5% owners. The required beginning date of a
Participant who is a 5% 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 5% owner, or
the calendar year in which the Participant retires.

The required beginning date of a Participant who is not a 5%
owner, who attains age 70-1/2 during 1988 and who has not retired as
of January 1, 1989, is April 1, 1990.

(c)Rules for 5% Owners. A Participant is treated as a 5%
owner for purposes of this Section 11.2 if he is a 5% owner as defined in
Section 416(i) of the Code (determined in accordance with Section 416 but
without regard to whether the Plan is top heavy) at any time during the Plan
Year ending with or within the calendar year in which he attains age 66-1/2, or
any subsequent Plan Year. Once distributions have begun to a 5% owner under
this Section 11.2, they must continue, even if the Participant ceases to be a
5% owner in a subsequent year.

3.Limits on Distribution Periods. As of the first Distribution
Calendar Year, distributions not made in a single sum may be made only over one
or a combination of the following periods:

(a)the life of the Participant,

(b)the life of the Participant and his Designated Beneficiary,

(c)a period certain not extending beyond the Life Expectancy
of the Participant, or

(d)a period certain not extending beyond the Joint and Last
Survivor Expectancy of the Participant and his Designated Beneficiary.

"Designated Beneficiary" means the individual who is designated as the
Beneficiary under the Plan in accordance with Section 401(a)(9) of the Code and
the regulations issued thereunder (including proposed regulations, until the
adoption of final regulations) and Section 7.2.

"Distribution Calendar Year" means a calendar year for which a minimum
distribution is required under Section 401(a)(9) of the Code and this Section
11.3. 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

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distributions beginning after the Participant's death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin
pursuant to Section 11.5.

"Life Expectancy" and "Joint and Last Survivor Expectancy" are
computed by use of the expected return multiples in Tables V and VI of Section
1.72-9 of the Income Tax Regulations. Unless otherwise elected by the
Participant (or his spouse, in the case of distributions described in Section
11.5(b)) by the time distributions are required to begin, Life Expectancies
shall be recalculated annually. Any such election shall be irrevocable as to
the Participant (or spouse) and shall apply to all subsequent years. The
Life Expectancy of a nonspouse beneficiary may not be recalculated.

4.Determination of Amount to Be Distributed Each Year. If the
Participant's interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the required
beginning date. Paragraphs (a) through (d) apply to distributions in forms
other than the purchase of an annuity contract.

(a)If a Participant's Benefit (as defined below) is to be
distributed over (1) a period not extending beyond the Life Expectancy of the
Participant or the Joint Life and Last Survivor Expectancy of the Participant
and his Designated Beneficiary, or (2) a period not extending beyond the Life
Expectancy of the Designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first Distribution
Calendar Year, must at least equal the quotient obtained by dividing the
Participant's Benefit by the Applicable Life Expectancy (as defined below).

(b)For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the Designated Beneficiary, the method of
distribution selected must assure that at least 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 distributions for the first
Distribution Calendar Year, shall not be less than the quotient obtained by
dividing the Participant's Benefit by the lesser of (1) the Applicable Life
Expectancy or (2) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the table set forth in
Q&A-4 of Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.
Distributions after the death of the Participant shall be distributed using the
Applicable Life Expectancy in paragraph (a) above as the relevant divisor,
without regard to Proposed Regulations Section 1.401(a)(9)-2.

(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 distribution for other calendar years,
including the minimum distribution for the Distribution Calendar Year in which
the Employee's required beginning date occurs, must be made on or before
December 31 of that Distribution Calendar Year.

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(e)If the Participant's Benefit is distributed in the form of
an annuity contract purchased from an insurance company, distributions
thereunder shall be made in accordance with the requirements of Section
401(a)(9) of the Code and the regulations issued thereunder (including proposed
regulations, until the adoption of final regulations).

"Applicable Life Expectancy" means 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. If Life Expectancy is being recalculated, the Applicable Life
Expectancy shall be the Life Expectancy as so recalculated. The applicable
calendar year shall be the first Distribution Calendar Year, and if Life
Expectancy is being recalculated such succeeding calendar year. If annuity
payments commence in accordance with Section 11.4(e) before the required
beginning date, the applicable calendar year is the year such payments
commence. If distribution is in the form of an immediate annuity purchased
after the Participant's death with the Participant's remaining interest in the
Plan, the applicable calendar year is the year of purchase.

"Participant's Benefit" means the account balance as of the last
valuation date in the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year), increased by the amount of any
contributions or Forfeitures allocated to the account balance as of dates in
the valuation calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the valuation date.
For purposes of the preceding sentence, if any portion of the minimum
distribution for the first Distribution Calendar Year is made in the second
Distribution Calendar Year on or before the required beginning date, the amount
of the minimum distribution made in the second Distribution Calendar Year shall
be treated as if it had been made in the immediately preceding Distribution
Calendar Year.

5.Death Distribution Provisions.

(a)Distribution Beginning before Death. If the Participant
dies after distribution of his interest has begun, the remaining portion of his
interest will continue to be distributed at least as rapidly as under the
method of distribution being used before the Participant's death.

(b)Distribution Beginning after Death. If the Participant
dies before distribution of his interest begins, distribution of his entire
interest shall be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death, except to the extent that an
election is made to receive distributions in accordance with (1) or (2) below:

(i)If any portion of the Participant's interest is
payable to a Designated Beneficiary, distributions may be made over the
Designated Beneficiary's life, or over a period certain not greater than the
Life Expectancy of the Designated Beneficiary, commencing on or before December
31 of the calendar year immediately following the calendar year in which the
Participant died; or

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(ii)If the Designated Beneficiary is the
Participant's surviving spouse, the date distributions are required to begin in
accordance with (1) above shall not be earlier than the later of (i) December
31 of the calendar year immediately following the calendar year in which the
Participant died, and (ii) December 31 of the calendar year in which the
Participant would have attained age 70-1/2.

If the Participant has not made an election pursuant to this
Section 11.5 by the time of his death, the Participant's Designated
Beneficiary must elect the method of distribution no later than the
earlier of (i) December 31 of the calendar year in which distributions
would be required to begin under this Section 11.5, or (ii) December
31 of the calendar year which contains the fifth anniversary of the
date of death of the Participant. If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not
elect a method of distribution, distribution of the Participant's
entire interest must be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.

(c)For purposes of paragraph (b), if the surviving spouse dies
after the Participant, but before payments to the spouse begin, the provisions
of paragraph (b), with the exception of subparagraph (2) therein, shall be
applied as if the surviving spouse were the Participant.

(d)For purposes of this Section 11.5, any amount paid to a
child of the Participant will be treated as if it had been paid to the
surviving spouse of the Participant if the amount becomes payable to the
surviving spouse when the child reaches the age of majority.

(e)For the purposes of this Section 11.5, distribution of a
Participant's interest is considered to begin on the Participant's required
beginning date (or, if paragraph (c) above is applicable, the date distribution
is required to begin to the surviving spouse pursuant to paragraph (b) above).
If distribution in the form of an annuity contract described in Section 11.4(e)
irrevocably commences to the Participant before the required beginning date,
the date distribution is considered to begin is the date distribution actually
commences.

6.Transitional Rule. Notwithstanding the other requirements of this
Article 11, and subject to the requirements of Article 10, Joint and Survivor
Annuity Requirements, distribution on behalf of any Participant, including a 5%
owner, may be made in accordance with all of the following requirements
(regardless of when such distribution commences):

(a)The distribution is one which would not have disqualified
the Trust under Section 401(a)(9) of the Internal Revenue Code of 1954 as in
effect before its amendment by the Deficit Reduction Act of 1984.

(b)The distribution is in accordance with a method of
distribution designated by the Employee whose interest in the Trust is being
distributed or, if the Employee is deceased, by a Beneficiary of the Employee.

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(c)The designation specified in paragraph (b) was in writing,
was signed by the Employee or the Beneficiary, and was made before January 1,
1984.

(d)The Employee had accrued a benefit under the Plan as of
December 31, 1983.

(e)The method of distribution designated by the Employee 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 Employee's death, the Beneficiaries of the Employee
listed in order of priority.

A distribution upon death will not be covered by this transitional
rule unless the information in the designation contains the required
information described above with respect to the distributions to be made upon
the death of the Employee. For any distribution which commences before January
1, 1984, but continues after December 31, 1983, the Employee or the Beneficiary
to whom such distribution is being made will be presumed to have designated the
method of distribution under which the distribution is being made, if the
method of distribution was specified in writing and the distribution satisfies
the requirements in paragraphs (a) and (e).

If a designation 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 after the date distributions are
required to begin, the Trust must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not
yet distributed which would have been required to have been distributed to
satisfy Section 401(a)(9) of the Code and the regulations thereunder, but for
the designation described in paragraphs (b) through (e). For calendar years
beginning after December 31, 1988, such distributions must meet the minimum
distribution incidental benefit requirements in Section 1.401(a)(9)-2 of the
Proposed Income Tax Regulations. Any changes in the designation generally will
be considered to be a revocation of the designation, but 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 the substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly (for
example, by altering the relevant measuring life). In the case of an amount
transferred or rolled over from one plan to another plan, the rules in Q&A J-2
and Q&A J-3 of Section 1.401(a)(9)-l of the Proposed Income Tax Regulations
shall apply.

XII.WITHDRAWALS AND LOANS

1.Withdrawals from Participant Contribution and Rollover Accounts.
Subject to the requirements of Article 10, a Participant may upon written
notice (or in such other manner as shall be made available and agreed upon by
the Employer and Putnam) to the Employer withdraw any amount from his
Participant Contribution Account or Rollover Account. A withdrawn amount may
not be repaid to the Plan. No Forfeiture will occur solely as a result of an
Employee's withdrawal from a Participant Contribution Account or Rollover
Account.

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2.Withdrawals on Account of Hardship.

(a)If the Employer has so elected in the Plan Agreement, upon
a Participant's written request (or in such other manner as shall be made
available and agreed upon by the Employer and Putnam), the Plan Administrator
may permit a withdrawal of funds from the vested portion of the Participant's
Accounts on account of the Participant's financial hardship, which must be
demonstrated to the satisfaction of the Plan Administrator, provided, that no
hardship withdrawal shall be made from a Qualified Nonelective Contribution
Account or Qualified Matching Account. In considering such requests, the Plan
Administrator shall apply uniform standards that do not discriminate in favor
of Highly Compensated Employees. If hardship withdrawals are permitted from
more than one of the Elective Deferral Account, Rollover Account, Employer
Matching Account, and Employer Contribution Account, they shall be made first
from a Participant's Elective Deferral Account, then from his Rollover Account,
then from his Employer Matching Account, and finally from his Employer
Contribution Account, as applicable. A withdrawn amount may not be repaid to
the Plan.

(b)The maximum amount that may be withdrawn on account of
hardship from an Elective Deferral Account after December 31, 1988, shall not
exceed the sum of (1) the amount credited to the Account as of December 31,
1988, and (2) the aggregate amount of the Elective Deferrals made by the
Participant after December 31, 1988, and before the hardship withdrawal.

(c)Hardship withdrawals shall be permitted only on account of
the following financial needs:

(i)Expenses for medical care described in Section
213(d) of the Code for the Participant, his spouse, children and dependents, or
necessary for these persons to obtain such care;

(ii)Purchase of the principal residence of the
Participant (excluding regular mortgage payments);

(iii)Payment of tuition and related educational fees
and room and board expenses for the upcoming 12 months of post-secondary
education for the Participant, his spouse, children or dependents; or

(iv)Payments necessary to prevent the Participant's
eviction from, or the foreclosure of a mortgage on, his principal residence.

(d)Hardship withdrawals shall be subject to the spousal
consent requirements contained in Sections 411(a)(11) and 417 of the Code, to
the same extent that those requirements apply to a Participant pursuant to
Section 10.1.

(e)A hardship withdrawal will be made to a Participant only
upon satisfaction of the following conditions:

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(i)The Participant has obtained all nontaxable loans
and all distributions other than hardship withdrawals available to him from all
plans maintained by the Affiliated Employers;

(ii)The hardship withdrawals does not exceed the
amount of the Participant's financial need as described in paragraph (c) plus
any amounts necessary to pay federal, state and local income taxes and
penalties reasonably anticipated to result from the withdrawals;

(iii)With respect to withdrawals from an Elective
Deferral Account, all plans maintained by the Affiliated Employers provide that
the Participant's Elective Deferrals and voluntary after-tax contributions will
be suspended for a period of 12 months following his receipt of a hardship
withdrawal; and

(iv)With respect to withdrawals from an Elective
Deferral Account, all plans maintained by the Affiliated Employers provide that
the amount of Elective Deferrals that the Participant may make in his taxable
year immediately following the year of a hardship withdrawal will not exceed
the applicable limit under Section 402(g) of the Code for the taxable year,
reduced by the amount of Elective Deferrals made by the Participant in the
taxable year of the hardship withdrawal.

3.Withdrawals After Reaching Age 59-1/2. If so specified by the
Employer in the Plan Agreement, a Participant who has reached age 59-1/2 may
upon written request to the Employer (or in such other manner as shall be made
available and agreed upon by the Employer and Putnam) withdraw during his
employment any amount not exceeding the vested balance of his Accounts. A
withdrawn amount may not be repaid to the Plan.

4.Other Withdrawals. If so elected by the Employer in the Plan
Agreement, a Participant may make a withdrawal from his Employer Contribution
Account or Employer Matching Account for any reason upon written request to the
Employer (or in such other manner as shall be made available and agreed upon by
the Employer and Putnam), provided that (a) the Participant has been a
Participant for at least five years, or (b) the withdrawal from such Account is
limited to the excess of the balance of such Account on the date of the
withdrawal over the aggregate of the amounts credited to such Account during
the two year period immediately preceding the date of such withdrawal. No such
withdrawal shall exceed the vested portion of the Participant's Account from
which the withdrawal is made. A withdrawn amount may not be repaid to the
Plan.

5.Loans. If the Employer has so elected in the Plan Agreement, the
Employer may direct the Trustee to make a loan to a Participant or Beneficiary
from the vested portion of his Accounts, subject to the following terms and
conditions and to such reasonable additional rules and regulations as the Plan
Administrator may establish for the orderly operation of the program:

(a)The Plan Administrator shall administer the loan program
subject to the terms and conditions of this Section 12.5.

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(b)A Participant's or Beneficiary's request for a loan shall
be submitted to the Plan Administrator by means of a written application on a
form supplied by the Plan Administrator (or in such other manner as shall be
made available and agreed upon by the Employer and Putnam). Applications shall
be approved or denied by the Plan Administrator on the basis of its assessment
of the borrower's ability to collateralize and repay the loan, as revealed in
the loan application.

(c)If the Employer has so elected in the Plan Agreement, loans
to a Participant or Beneficiary shall only be made in the event of hardship of
the Participant or Beneficiary. For this purpose, a loan shall considered to
be made in the event of hardship only if it is made on account of the following
financial needs:

(i)Expenses for medical care described in Section
213(d) of the Code for the Participant, his spouse, children and dependents, or
necessary for these persons to obtain such care;

(ii)Purchase of the principal residence of the
Participant (excluding regular mortgage payments);

(iii)Payment of tuition and related educational fees
and room and board expenses for the upcoming 12 months of post-secondary
education for the Participant, his spouse, children or dependents; or

(iv)Payments necessary to prevent the Participant's
eviction from, or the foreclosure of a mortgage on, his principal residence.

(d)Loans shall be made to all Participants and Beneficiaries
on a reasonably equivalent basis. Loans shall not be made available to Highly
Compensated Employees (as defined in Section 414(q) of the Code) in amounts
greater than the amounts made available to other Employees (relative to the
borrower's Account balance).

(e)Loans must be evidenced by the Participant's promissory
note for the amount of the loan payable to the order of the Trustee, and
adequately secured by assignment of not more than fifty percent (50%) of the
Participant's entire right, title and interest in and to the Trust Fund,
exclusive of any asset as to which Putnam is not the Trustee.

(f)Loans must bear a reasonable interest rate comparable to
the rate charged by commercial lenders in the geographical area for similar
loans. The Plan Administrator shall not discriminate among Participants in the
matter of interest rates, but loans may bear different interest rates if, in
the opinion of the Plan Administrator, the difference in rates is justified by
conditions that would customarily be taken into account by a commercial lender
in the Employer's geographical area.

(g)The period for repayment for any loan shall not exceed five
years, except in the case of a loan used to acquire a dwelling unit which
within a reasonable time is to be used as the principal residence of the
Participant, in which case the repayment period may exceed five years.

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The terms of a loan shall require that it be repaid in level payments of
principal and interest not less frequently then quarterly throughout the
repayment period, except that alternative arrangements for repayment may apply
in the event that the borrower is on unpaid leave of absence for a period not
to exceed one year.

(h)To the extent that a Participant would be required under
Article 10 to obtain the consent of his spouse to a distribution of an
immediately distributable benefit other than a Qualified Joint and Survivor
Annuity, the consent of the Participant's spouse shall be required for the use
of his Account as security for a loan. The spouse's consent must be obtained no
earlier than the beginning of the 90-day period that ends on the date on which
the loan is to be so secured, and obtained in accordance with the requirements
of Section 10.4(c) for a Qualified Election. Any such consent shall thereafter
be binding on the consenting spouse and any subsequent spouse of the
Participant. A new consent shall be required for use of the Account as
security for any extension, renewal, renegotiation or revision of the original
loan.

(i)If valid spousal consent has been obtained in accordance
with Section 12.5(h), then notwithstanding any other provision of the Plan the
portion of the Participant's account balance used as a security interest held
by the Plan by reason of a loan outstanding to the Participant shall be taken
into account for purposes of determining the amount of the account balance
payable at the time of death or distribution, but only if the reduction is used
as repayment of the loan. If less than 100% of the Participant's vested account
balance (determined without regard to the preceding sentence) is payable to the
surviving spouse, then the account balance shall be adjusted by first reducing
the vested account balance by the amount of the security used as repayment of
the loan, and then determining the benefit payable to the surviving spouse.

(j)In the event of default on a loan by a Participant who is
an active Employee, foreclosure on the Participant's Account as security will
not occur until the Employer has reported to the Trustee the occurrence of an
event permitting distribution from the Plan in accordance with Article 9 or
Section 5.13.

(k)No loan shall be made to an Owner-Employee or a
Shareholder-Employee unless a prohibited transaction exemption is obtained by
the Employer.

(l)No loan to any Participant or Beneficiary can be made to
the extent that the amount of the loan, when added to the outstanding balance
of all other loans to the Participant or Beneficiary, would exceed the lesser
of (a) $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 date the
loan is made, or (b) one-half the value of the vested account balance of the
Participant. For the purpose of the above limitation, all loans from all
qualified plans of the Affiliated Employers are aggregated.

(i)Loans shall be considered investments directed by
a Participant pursuant to Section 13.3. The amount loaned shall be charged
solely against the Accounts of the Participant, and repaid amounts and interest
shall be credited solely thereto.

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6.Procedure; Amount Available. Withdrawals and loans shall be made
subject to the terms and conditions applicable to distributions pursuant to
Section 9.4, except that the amount of any withdrawal or loan shall be
determined by reference to the vested balance of the Participant's Account as
of the most recent Valuation Date preceding the withdrawal or loan, and shall
not exceed the amount of the vested account balance.

7.Protected Benefits. Notwithstanding any provision to the contrary,
if an Employer amends an existing retirement plan ("prior plan") by adopting
this Plan, to the extent any withdrawal option or form of payment available
under the prior plan is an optional form of benefit within the meaning of Code
Section 411(d)(6), such option or form of payment shall continue to be
available to the extent required by such Code Section.

8.Restrictions Concerning Transferred Assets. Notwithstanding any
provision to the contrary, if an Employer amends an existing defined benefit or
money purchase pension plan ("prior pension plan") by adopting this Plan,
accrued benefits attributable to the assets and liabilities transferred from
the prior pension plan (which accrued benefits include the account balance of
such Participant in the Plan attributable to such accrued benefits as of the
date of the transfer and any earnings on such account balance subsequent to the
transfer) shall be distributable only on or after the events upon which
distributions are or were permissible under the prior pension plan.

XIII.TRUST FUND AND INVESTMENTS

1.Establishment of Trust Fund. The Employer and the Trustee hereby
agree to the establishment of a Trust Fund consisting of all amounts as shall
be contributed or transferred from time to time to the Trustee pursuant to the
Plan, and all earnings thereon. The Trustee shall hold the assets of the Trust
Fund for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the Plan,
and no such assets shall ever revert to the Employer, except that:

(a)contributions made by the Employer by mistake of fact, as
determined by the Employer, may be returned to the Employer within one (1) year
of the date of payment,

(b)contributions that are conditioned on their deductibility
under Section 404 of the Code may be returned to the Employer, to the extent
disallowed, within one (1) year of the disallowance of the deduction,

(c)contributions that are conditioned on the initial
qualification of the Plan under the Code, and all investment gains attributable
to them, may be returned to the Employer within one (1) year after such
qualification is denied by determination of the Internal Revenue Service, but
only if an application for determination of such qualification is made within
the time prescribed by law for filing the Employer's federal income tax return
for its taxable year in which the Plan is adopted, or such later date as the
Secretary of the Treasury may prescribe, and

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(d)amounts held in a suspense account may be returned to the
Employer on termination of the Plan, to the extent that they may not then be
allocated to any Participant's Account in accordance with Article 6.

All Employer contributions under the Plan other than those made
pursuant to Section 4.1(e) are hereby expressly conditioned on the initial
qualification of the Plan and their deductibility under the Code. Investment
gains attributable to contributions returned pursuant to Subsections (a) and
(b) shall not be returned to the contributing Employer, and investment losses
attributable to such contributions shall reduce the amount returned.

2.Management of Trust Fund. The assets of the Trust Fund shall be
held in trust by the Trustee and accounted for in accordance with this Article
13, and shall be invested in accordance with Section 13.3 in the Investment
Products specified by the Employer in the Plan Agreement and from time to time
thereafter in writing (or in such other manner as shall be made available and
agreed upon by the Employer and Putnam). The Employer shall have the exclusive
authority and discretion to select the Investment Products available under the
Plan. In making that selection, the Employer shall use the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person 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. The
Employer shall cause the available Investment Products to be diversified
sufficiently to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so. It is especially intended
that the Trustee shall have no discretionary authority to determine the
investment of Trust assets. Notwithstanding the foregoing, assets of the Trust
Fund shall also be invested in Employer Stock if so elected by the Employer and
agreed to by Putnam under the service agreement executed by the Employer and
Putnam pursuant to the establishment of the Plan.

3.Investment Instructions. All amounts held in the Trust Fund under
the Plan shall be invested in Investment Products. If the Employer has elected
in the Plan Agreement to make investment decisions with respect to Elective
Deferrals, Participant Contributions, Rollover Contributions, Profit Sharing
and other Employer Contributions, Employer Matching Contributions, Deductible
Employee Contributions, Qualified Matching Contributions and/or Qualified
Nonelective Contributions, investment instructions as to the Accounts for such
contributions shall be the fiduciary responsibility of the Employer, and each
of such affected Accounts shall have a pro rata interest in all assets of the
Trust to which the Employer's instructions apply. To the extent the Employer
has not elected to make investment decisions for all of the Accounts of the
Plan, then assets of the Trust over which the Employer has not elected to make
investment decisions shall be invested solely in accordance with the
instructions of the Participant to whose Accounts they are allocable, as
delivered to Putnam in accordance with its service agreement with the Employer.
Instructions shall apply to future contributions, past accumulations, or both,
according to their terms, and shall be communicated by the Employer to Putnam
in accordance with procedures prescribed in the service agreement between the
Employer and Putnam. Instructions shall be effective prospectively, coincident
with or within a reasonable time after their receipt in good order by Putnam.
An instruction once received shall remain in effect until it is changed by the
provision of a new instruction. New instructions shall be accepted by Putnam
at the time and in the manner provided in the Plan Agreement. To the extent any
assets

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of the Trust are to be invested solely in accordance with the instructions of
the Participants, the Plan is intended to constitute a plan described in
section 404(c) of ERISA and Title 29 of the Code of Federal Regulations section
2550.404c-1. In such case, the Employer shall be the Plan fiduciary
responsible for providing the Participants with all information required to be
given pursuant to ERISA section 404(c) and Tide 29 of the Code of Federal
Regulations section 2550.404c-1.

In the event that the Employer adopts a Putnam prototype plan as an
amendment to or restatement of an existing plan, the Employer shall specify one
or more Investment Products to serve as the sole investments for all
Participants' Accounts during the period in which existing records of the Plan
are transferred to the Recordkeeper. During that period, new investment
instructions as to existing assets of the Plan cannot be carried out, nor can
distributions be made from the Plan except to the extent permitted under the
terms of the service agreement between the Employer and Putnam. The Employer
and the Recordkeeper shall use their best efforts to minimize the duration of
the period to which the preceding sentence applies.

To the extent specifically authorized and provided in the service
agreement between the Employer and Putnam, the Employer may direct the Trustee
to establish as an Investment Product a fund all of the assets of which shall
be invested in shares of stock of the Employer that constitute "qualifying
employer securities" within the meaning of section 407(d)(5) of ERISA
("Employer Stock"). The Plan Administrator as named fiduciary shall
continually monitor the suitability of acquiring and holding Employer Stock
under the fiduciary duty rules of section 404(a)(l) of ERISA (as modified by
section 404(a)(2) of ERISA) and the requirements of section 404(c) of ERISA,
and shall be responsible for ensuring that the procedures relating to the
purchase, holding and sale of Employer Stock, and the exercise of any and all
rights with respect to such Employer Stock shall be in accordance with section
404(c) of ERISA unless the Employer retains voting, tender or similar rights
with respect to the Employer Stock. The Trustee shall not be liable for any
loss, or by reason of any breach, which arises from the direction of the Plan
Administrator with respect to the acquisition and holding of Employer Stock.
The Employer shall be responsible for determining whether, under the
circumstances prevailing at a given time, its fiduciary duty to Plan
Participants and Beneficiaries under the Plan and ERISA requires that the
Employer follow the advice of independent counsel as to the voting and tender
or retention of Employer Stock.

Putnam shall be under no duty to question or review the directions
given by the Employer or to make suggestions to the Employer in connection
therewith. Putnam shall not be liable for any loss, or by reason of any breach,
that arises from the Employer's exercise or non-exercise of rights under this
Article 13, or from any direction of the Employer unless it is clear on the
face of the direction that the actions to be taken under the direction are
prohibited by the fiduciary duty rules of Section 404(a) of ERISA. All
interest, dividends and other income received with respect to, and any proceeds
received from the sale or other disposition of, securities or other property
held in an investment fund shall be credited to and reinvested in such
investment fund, and all expenses of the Trust that are properly allocated to a
particular investment fund shall be so allocated and charged. The Employer may
at any time direct Putnam to eliminate any investment

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fund or funds, and Putnam shall thereupon dispose of the assets of such
investment fund and reinvest the proceeds thereof in accordance with the
directions of the Employer.

Neither the Employer nor the Trustee nor Putnam shall be responsible
for questioning any instructions of a Participant or for reviewing the
investments selected therein, or for any loss resulting from instructions of a
Participant or from the failure of a Participant to provide or to change
instructions. Neither Putnam nor the Trustee shall have any duty to question
any instructions received from the Employer or a Participant or to review the
investments selected thereby, nor shall Putnam or the Trustee be responsible
for any loss resulting from instructions received from the Employer or a
Participant or from the failure of the Employer or a Participant to provide or
to change instructions. In the event that Putnam or the Trustee receives a
contribution under the Plan as to which no instructions are delivered, or such
instructions as are delivered are unclear to Putnam or the Trustee, such
contribution shall be invested until clear instructions are received in the
default investment option set forth in the service agreement between the
Employer and Putnam, or if no such option is so set forth, the Employer, by
execution of the Plan Agreement, shall affirmatively elect to have such
contributions invested in the Putnam Money Market Fund. Neither Putnam nor the
Trustee shall have any discretionary authority or responsibility in the
investment of the assets of the Trust Fund.

4.Valuation of the Trust Fund. As of each Valuation Date, the Trustee
shall determine the fair market value of the Trust Fund, and the net earnings
or losses and expenses of the Trust Fund for the period elapsed since the most
recent previous Valuation Date shall be allocated among the Accounts of
Participants. Earnings, losses and expenses which pertain to investments which
are specifically held for a given Participant's Account shall be allocated
solely to that Account. In the event that an investment is not specifically
held for a given Participant's Account, the earnings, losses and expenses
pertaining to that investment shall be allocated among all Participants'
Accounts in the ratio that each such Account bears to the total of all Accounts
of all Participants. Each Participant's Accounts shall be adjusted pursuant to
this Section 13.4 until such time as they are either fully distributed or
forfeited, regardless of whether the Participant continues to be an Employee.

5.Distributions on Investment Company Shares. Subject to Section 9.3,
all dividends and capital gains or other distributions received on any
Investment Company Shares credited to Participant's Account will (unless
received in additional Investment Company Shares) be reinvested in full and
fractional shares of the same Investment Company at the price determined as
provided in the then current prospectus of the Investment Company. The shares
so received or purchased upon such reinvestment will be credited to such
accounts. If any dividends or capital gain or other distributions may be
received on such Investment Company Shares at the election of the shareholder
in additional shares or in cash or other property, the Trustee will elect to
receive such dividends or distributions in additional Investment Company
Shares.

6.Registration and Voting of Investment Company Shares. All
Investment Company Shares shall be registered in the name of the Trustee or its
nominee. Subject to any requirements of applicable law, the Trustee will
transmit to the Employer copies of any notices of shareholders' meetings,
proxies and proxy-soliciting materials, prospectuses and the annual or other
reports to

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shareholders, with respect to Investment Company Shares held in the Trust Fund.
The Trustee shall act in accordance with directions received from the Employer
with respect to matters to be voted upon by the shareholders of the Investment
Company. Such directions must be in writing on a form approved by the Trustee,
signed by the Employer and delivered to the Trustee within the time prescribed
by it. The Trustee will not vote Investment Company Shares as to which it
receives no written directions.

7.Investment Manager. The Employer, with the consent of Putnam, may
appoint an investment manager, as defined in Section 3(38) of ERISA with
respect to all or a portion of the assets of the Trust Fund. The Trustee shall
have no liability in connection with any action or nonaction pursuant to
directions of such an investment manager.

8.Employer Stock.

(a)Voting Rights. Notwithstanding any other provision of the
Plan, the provisions of this Section 13.8(a) shall govern the voting of
Employer Stock held by Putnam as Trustee under the Plan. The Trustee shall vote
Employer Stock in accordance with the directions of the Employer unless the
Employer has elected in the Plan Agreement that Participants shall be appointed
named fiduciaries as to the voting of Employer Stock and shall direct the
Trustee as to the voting of Employer Stock in accordance with the provisions of
this Section 13.8(a). In either case, the Employer shall be responsible for
determining whether, under the circumstances prevailing at a given time, its
fiduciary duty to Participants and Beneficiaries under the Plan and ERISA
requires that the Employer follow the advice of independent counsel as to the
voting of Employer Stock. The remainder of this Section 13.8(a) applies only if
the Employer elects in the Plan Agreement that Participants shall direct the
Trustee as to the voting of Employer Stock. For purposes of this Section
13.8(a), the term "Participant" includes any Beneficiary with an Account in the
Plan which is invested in Employer Stock.

When the issuer of Employer Stock files preliminary proxy
solicitation materials with the Securities and Exchange Commission,
the Employer shall cause a copy of all the materials to be
simultaneously sent to the Trustee, and the Trustee shall prepare a
voting instruction form based upon these materials. At the time of
mailing of notice of each annual or special stockholders' meeting of
the issuer of Employer Stock, the Employer shall cause a copy of the
notice and all proxy solicitation materials to be sent to each
Participant, together with the foregoing voting instruction form to be
returned to the Trustee or its designee. The form shall show the
number of full and fractional shares of Employer Stock credited to the
Participant's Accounts, whether or not vested. For purposes of this
Section 13.8(a), the number of shares of Employer Stock deemed
credited to a Participant's Accounts shall be determined as of the
date of record determined by the Employer for which an allocation has
been completed and Employer Stock has actually been credited to
Participant's Accounts. Procedures for the execution of purchases and
sales of Employer Stock shall be as set forth in the service agreement
between the Employer and Putnam. The Employer shall provide the
Trustee with a copy of any materials provided to Participants and
shall certify to the Trustee that the materials have been mailed or
otherwise sent to Participants.

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Each Participant shall have the right to direct the Trustee as
to the manner in which to vote that number of shares of Employer Stock
held under the Plan (whether or not vested) equal to a fraction, of
which the numerator is the number of shares of Employer Stock credited
to his Account and the denominator is the number of shares of Employer
Stock credited to all Participants' Accounts. Such directions shall be
communicated in writing (or in such other manner as shall be made
available and agreed upon by the Employer and Putnam) and shall be
held in confidence by the Trustee and not divulged to the Employer, or
any officer or employee thereof, or any other persons. Upon its
receipt of directions, the Trustee shall vote the shares of Employer
Stock as directed by the Participant. The Trustee shall not vote those
shares of Employer Stock credited to the Accounts of Participants for
which no voting directions are received. With respect to shares of
Employer Stock held in the Trust which are not credited to a
Participant's Account, the Plan Administrator shall retain the status
of named fiduciary and shall direct the voting of such Employer Stock.

(b)Tendering Rights. Notwithstanding any other provision of
the Plan, the provisions of this Section 13.8(b) shall govern the tendering of
Employer Stock by Putnam as Trustee under the Plan. In the event of a tender
offer, the Trustee shall tender Employer Stock in accordance with the
directions of the Employer unless the Employer has elected in the Plan
Agreement that Participants shall be appointed named fiduciaries as to the
tendering of Employer Stock in accordance with the provisions of this Section
13.8(b). The remainder of this Section 13.8(b) applies only if the Employer
elects in the Plan Agreement that Participants shall direct the Trustee as to
the tendering of Employer Stock. For purposes of this Section 13.8(b), the term
"Participant" includes any Beneficiary with an Account in the Plan which is
invested in Employer Stock.

Upon commencement of a tender offer for any Employer Stock,
the Employer shall notify each Plan Participant, and use its best
efforts to distribute timely or cause to be distributed to
Participants the same information that is distributed to shareholders
of the issuer of Employer Stock in connection with the tender offer,
and after consulting with the Trustee shall provide at the Employer's
expense a means by which Participants may direct the Trustee whether
or not to tender the Employer Stock credited to their Accounts
(whether or not vested). The Employer shall provide to the Trustee a
copy of any material provided to Participants and shall certify to the
Trustees that the materials have been mailed or otherwise sent to
Participants.

Each Participant shall have the right to direct the Trustee to
tender or not to tender some or all of the shares of Employer Stock
credited to his Accounts. Directions from a Participant to the Trustee
concerning the tender of Employer Stock shall be communicated in
writing (or in such other manner as shall be made available and agreed
upon by the Employer and Putnam) as is agreed upon by the Trustees and
the Employer. The Trustee shall tender or not tender shares of
Employer Stock as directed by the Participant. A Participant who has
directed the Trustee to tender some or all of the shares of Employer
Stock credited to his Accounts may, at any time before the tender
offer withdrawal date, direct the Trustee to withdraw some or all of
the tendered shares, and

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the Trustee shall withdraw the directed number of shares from the
tender offer before the tender offer withdrawal deadline. A
Participant shall not be limited as to the number of directions to
tender or withdraw that he may give to the Trustee. The Trustee shall
not tender shares of Employer Stock credited to a Participant's
Accounts for which it has received no directions from the Plan
Participant. The Trustee shall tender that number of shares of
Employer Stock not credited to Participants' Accounts determined by
multiplying the total number of such shares by a fraction, the
numerator of which is the number of shares of Employer Stock credited
to Participants' Accounts for which the Trustee has received
directions from Participants to tender (which directions have not been
withdrawn as of the date of this determination), and the denominator
of which is the total number of shares of Employer Stock credited to
Participants' Accounts.

A direction by a Participant to the Trustee to tender shares
of Employer Stock credited to his Accounts shall not be considered a
written election under the Plan by the Participant to withdraw or to
have distributed to him any or all of such shares. The Trustee shall
credit to each Account of the Plan Participant from which the tendered
shares were taken the proceeds received by the Trustee in exchange for
the shares of Employer Stock tendered from that Account. Pending
receipt of directions through the Administrator from the Participant
as to the investment of the proceeds of the tendered shares, the
Trustee shall invest the proceeds as the Administrator shall direct.
To the extent that any Participant gives no direction as to the
tendering of Employer Stock that he has the right to direct under this
Section 13.8(a), the Trustee shall not tender such Employer Stock.

(c)Other Rights. With respect to all rights in connection with
Employer Stock other than the right to vote and the right to tender,
Participants are hereby appointed named fiduciaries to the same extent (if any)
as provided in the foregoing paragraphs of this Section 13.8 with regard to the
right to vote, and the Trustee shall follow the directions of Participants and
the Plan Administrator with regard to the exercise of such rights to the same
extent as with regard to the right to vote.

9.Insurance Contracts. If so provided in the Plan Agreement or other
agreement between the Employer and the Trustee, the Plan Administrator may
direct the Trustee to receive and hold or apply assets of the Trust to the
purchase of individual or group insurance or annuity contracts ("policies" or
"contracts") issued by any insurance company and in a form approved by the Plan
Administrator (including contracts under which the contract holder is granted
options to purchase insurance or annuity benefits), or financial agreements
which are backed by group insurance or annuity contracts ("financial
agreements"). If such investments are to be made, the Plan Administrator shall
direct the Trustee to execute and deliver such applications and other documents
as are necessary to establish record ownership, to value such policies,
contracts or financial agreements under the method of valuation selected by the
Plan Administrator, and to record or report such values to the Plan
Administrator or any investment manager selected by the Plan Administrator, in
the form and manner agreed to by the Plan Administrator.

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The Plan Administrator may direct the Trustee to exercise or may
exercise directly the powers of contract holder under any policy, contract or
financial agreement, and the Trustee shall exercise such powers only upon
direction of the Plan Administrator. The Trustee shall have no authority to
act in its own discretion, with respect to the terms, acquisition, valuation,
continued holding and/or disposition of any such policy, contract or financial
agreement or any asset held thereunder. The Trustee shall be under no duty to
question any direction of the Plan Administrator or to review the form of any
such policy, contract or financial agreement or the selection of the issuer
thereof, or to make recommendations to the Plan Administrator or to any issuer
with respect to the form of any such policy, contract or financial agreement.

The Trustee shall be fully protected in acting in accordance with
written directions of the Plan Administrator, and shall be under no liability
for any loss of any kind which may result by reason of any action taken or
omitted by it in accordance with any direction of the Plan Administrator, or by
reason of inaction in the absence of written directions from the Plan
Administrator. In the event that the Plan Administrator directs that any monies
or property be paid or delivered to the contract holder other than for the
benefit of specific individual beneficiaries, the Trustee agrees to accept such
monies or property as assets of the Trust subject to all the terms hereof.

10.Registration and Voting of Non-Putnam Investment Company Shares.
All shares of registered investment companies other than Investment Companies
shall be registered in the name of the Trustee or its nominee. Subject to any
requirements of applicable law and to the extent provided in an agreement
between Putnam and a third party investment provider, the Trustee shall
transmit to the Employer copies of any notices of shareholders' meetings,
proxies or proxy- soliciting materials, prospectuses or the annual or other
reports to shareholders, with respect to shares of registered investment
companies other than Investment Companies held in the Trust Fund.
Notwithstanding any other provision of the Plan, the Trustee shall vote shares
of registered investment companies other than Investment Companies in
accordance with the directions of the Employer. Directions as to voting such
shares must be in writing on a form approved by the Trustee or such other
manner acceptable to the Trustee, signed by the Employer and delivered to the
Trustee within the time prescribed by it. The Trustee shall vote those shares
of registered investment companies other than Investment Companies for which no
voting directions are received in the same proportion as it votes those shares
for which it has received voting directions.

XIV.TOP-HEAVY PLANS

1.Superseding Effect. For any Plan Year in which Plan is determined
to be a Top-Heavy Plan under Section 14.2(b), the provisions of this Article 14
will supersede any conflicting provisions in the Plan or the Plan Agreement.

2.Definitions. or purposes of this Article 14, the terms below shall
be defined as follows:

(a)Key Employee means any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the determination period
was: (i) an officer of the

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Employer having annual compensation greater than 50% of the amount in effect
under Section 415(b)(1)(A) of the Code; (ii) an owner (or considered an owner
under Section 318 of the Code) of one of the ten largest interests in the
Employer having annual compensation exceeding the dollar limitation under
Section 415(c)(1)(A) of the Code; (iii) a 5% owner of the Employer; or (iv) a
1% owner of the Employer having annual compensation of more than $150,000.
Annual compensation means compensation satisfying the definition elected by the
Employer in the Plan Agreement, but including (i) amounts contributed by the
Employer pursuant to a salary reduction agreement which are excludable from the
Employee's gross income under Section 125, Section 402(a)(8), Section 402(h) or
Section 403(b) of the Code, and (ii) amounts of special pay such as overtime,
bonuses and commissions which are excluded from the definition of Compensation
in the Plan Agreement. The determination period is the Plan Year containing the
Determination Date and the four preceding 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.

(b)Top-Heavy: The Plan is Top-Heavy for any Plan Year if any
of the following conditions exists:

(i)If 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)If 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)If this plan is 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%.

(c)Top-Heavy Ratio means the following:

(i)If the Employer maintains one or more qualified
defined contribution plans (or any simplified employee pension plan) and the
Employer has not maintained any qualified defined benefit plan which during the
5-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 account balances of all Key Employees as of the
Determination Date(s) (including any part of any account distributed in the
5-year period ending on the Determination Date(s)), and the denominator of
which is the sum of all account balances (including any part of any account
balance distributed in the 5-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 qualified
defined contribution plans (or any simplified employee pension plan) and the
Employer maintains or has maintained one or more qualified defined benefit
plans which during the 5-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 account balances under the aggregated qualified defined
contribution plan or plans for all Key Employees, determined in accordance with
(1) above, and the Present Value of accrued benefits under the aggregated
qualified 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 account
balances under the aggregated qualified defined contributions plan or plans for
all Participants, determined in accordance with (1) above, and the Present
Value of accrued benefits under the qualified 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 5-year period ending on the Determination Date.

(iii)For purposes of (1) and (2) 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 not a Key Employee but who was a Key Employee in a prior
Plan Year, or (B) who has not been credited with at least one Hour of Service
for the Employer during the 5-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 other than a 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.

(d)Permissive Aggregation Group means the Required Aggregation
Group of plans plus any other qualified plan or plans (or simplified employee
pension plan) 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.

(e)Required Aggregation Group means (i) each qualified plan of
the Employer in which at least one Key Employee participates or participated at
any time during the determination

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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 Section 401(a)(4) or 410 of the Code.

(f)Determination Date means, 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 Determination Date is the last day of that Plan
Year.

(g)Valuation Date means the last day of the Plan Year.

(h)Present Value means present value based only on the
interest and mortality rates specified by the Employer in the Plan Agreement.

3.Minimum Allocation.

(a)Except as otherwise provided in paragraphs (c) and (d)
below, the Employer contributions and Forfeitures allocated on behalf of any
Participant who is not a Key Employee shall not be less than the lesser of 3%
of such Participant's Earnings, 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 Key Employee's Earnings, allocated on behalf of any Key
Employee for that year. The minimum allocation is determined without regard to
any Social Security contribution. This minimum allocation shall be made even
though, under other Plan provisions, the Participant would not otherwise be
entitled to receive an allocation, or would have received a lesser allocation
of the Employer's contributions and Forfeitures for the Plan Year because of
(1) the Participant's failure to be credited with at least 1,000 Hours of
Service, or (2) the Participant's failure to make mandatory Employee
contributions to the Plan, or (3) the Participant's receiving Earnings less
than a stated amount. Neither Elective Deferrals, Employer Matching
Contributions nor Qualified Matching Contributions for non-Key Employees shall
be taken into account for purposes of satisfying the requirement of this
Section 14.3(a).

(b)For purposes of computing the minimum allocation, Earnings
will mean Section 415 Compensation as defined in Section 6.5(b) of the Plan.

(c)The provision in paragraph (a) above shall not apply to any
Participant who was not employed by the Employer on the last day of the Plan
Year.

(d)The provision in paragraph (a) above shall not apply to any
Participant to the extent he is covered under any other plan or plans of the
Employer, and the Employer has provided in the Plan Agreement that the minimum
allocation requirement applicable to Top-Heavy Plans will be met in the other
plan or plans. Notwithstanding the foregoing, if the Employer has adopted
Putnam paired plans (as described in Section 4.6) and the Participant is
eligible to participate in both paired plans, the minimum allocation described
in paragraph (a) shall be provided by the Putnam Money Purchase Pension Plan.

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(e)The minimum allocation required (to the extent required to
be nonforfeitable under Section 416(b) of the Code) may not be forfeited under
Sections 411(a)(3)(B) or (D) of the Code.

4.Adjustment of Fractions. For any Plan Year in which the Plan is
Top-Heavy, the Defined Benefit Fraction and the Defined Contribution Fraction
described in Article 6 shall each be computed using 100% of the dollar
limitations specified in Sections 415(b)(1)(A) and 415(c)(1)(A) instead of
125%. The foregoing requirement shall not apply if the Top-Heavy Ratio does not
exceed 90% and the Employer has elected in the Plan Agreement to provide
increased minimum allocations or benefits satisfying Section 416(h)(2) of the
Code.

5.Minimum Vesting Schedules. For any Plan Year in which this Plan is
Top-Heavy (and, if the Employer so elects in the Plan Agreement, for any
subsequent Plan Year), a minimum vesting schedule will automatically apply to
the Plan, as follows:

(a)If the Employer has selected in the Plan Agreement as the
Plan's regular vesting schedule 100% immediate vesting, the Three-Year Cliff,
Five-Year Graded or Six-Year Graded schedule, then the schedule selected in the
Plan Agreement shall continue to apply for any Plan Year to which this Section
14.5 applies.

(b)If the Employer has selected in the Plan Agreement as the
Plan's regular vesting schedule the Five- Year Cliff schedule, then the
Three-Year Cliff schedule shall apply in any Plan Year to which this Section
14.5 applies.

(c)If the Employer has selected in the Plan Agreement as the
Plan's regular vesting schedule the Seven- Year Graded schedule, then the
Six-Year Graded schedule shall apply in any Plan Year to which this Section
14.5 applies.

(d)If the Employer has selected in the Plan Agreement as the
Plan's regular vesting schedule a schedule other than those described in
paragraphs (a), (b) and (c), then the Top-Heavy schedule specified by the
Employer in the Plan Agreement for this purpose shall apply in any Plan Year to
which this Section 14.5 applies.

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, rollover contributions described in Section 4.5, Qualified Matching
Contributions, Qualified Nonelective Contributions, or Participant
Contributions, but including benefits accrued before the effective date of
Section 416 of the Code and benefits accrued before the Plan became Top-heavy.
Further, no reduction in a Participant's nonforfeitable percentage may occur in
the event the Plan's status as Top-Heavy changes for any Plan Year. However,
the vested portion of the Employer Contribution Account or Employer Matching
Account of any Employee who does not have an Hour of Service after the Plan has
initially become Top-Heavy will be determined without regard to this Section
14.5.

XV.ADMINISTRATION OF THE PLAN

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1.Plan Administrator. The Plan shall be administered by the Employer,
as Plan Administrator and Named Fiduciary within the meaning of ERISA, under
rules of uniform application; provided, however, that the Plan Administrator's
duties and responsibilities may be delegated to a person appointed by the
Employer or a Committee established by the Employer for that purpose, in which
case the committee shall be the Plan Administrator and Named Fiduciary. The
members of such a committee shall act by majority vote, and may by majority
vote authorize any one or ones of their number to act for the committee. The
person or committee (if any) initially appointed by the Employer may be named
in the Plan Agreement, but the Employer may remove any such person or committee
member by written notice to him, and any such person or committee may resign by
written notice to the Employer, without the necessity of amending the Plan
Agreement. To the extent permitted under applicable law, the Plan Administrator
shall have the sole authority to enforce the terms hereof on behalf of any and
all persons having or claiming any interest under the Plan, and shall be
responsible for the operation of the Plan in accordance with its terms. The
Plan Administrator shall have discretionary authority to determine all
questions arising out of the administration, interpretation and application of
the Plan, all of which determinations shall be conclusive and binding on all
persons. The Plan Administrator, in carrying out its responsibilities under the
Plan, may rely upon the written opinions of its counsel and on certificates of
physicians. Subject to the provisions of the Plan and applicable law, the Plan
Administrator shall have no liability to any person as a result of any action
taken or omitted hereunder by the Plan Administrator.

2.Claims Procedure. Claims for participation in or distribution of
benefits under the Plan shall be made in writing to the Plan Administrator, or
an agent designated by the Plan Administrator whose name shall have been
communicated to all Participants and other persons as required by law. If any
claim so made is denied in whole or in part, the claimant shall be furnished
promptly by the Plan Administrator with a written notice:

(a)setting forth the reason for the denial,

(b)making reference to pertinent Plan provisions,

(c)describing any additional material or information from the
claimant which is necessary and why, and

(d)explaining the claim review procedure set forth herein.

Within 60 days after denial of any claim for participation or
distribution under the Plan, the claimant may request in writing a review of
the denial by the Plan Administrator. Any claimant seeking review hereunder
shall be entitled to examine all pertinent documents and to submit issues and
comments in writing. The Plan Administrator shall render a decision on review
hereunder; provided, that if the Plan Administrator determines that a hearing
would be appropriate, its decision on review shall be rendered within 120 days
after receipt of the request for review. The decision on review shall be in
writing and shall state the reason for the decision, referring to the Plan
provisions upon which it is based.

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3.Employer's Responsibilities. The Employer shall be responsible for:

(a)Keeping records of employment and other matters containing
all relevant data pertaining to any person affected hereby and his eligibility
to participate, allocations to his Accounts, and his other rights under the
Plan;

(b)Periodic, timely filing of all statements, reports and
returns required to be filed by ERISA;

(c)Timely preparation and distribution of disclosure materials
required by ERISA;

(d)Providing notice to interested parties as required by
Section 7476 of the Code;

(e)Retention of records for periods required by law; and

(f)Seeing that all persons required to be bonded on account of
handling assets of the Plan are bonded.

4.Recordkeeper. The Recordkeeper is hereby designated as agent of the
Employer under the Plan to perform directly or through agents certain
ministerial duties in connection with the Plan, in particular:

(a)To keep and regularly furnish to the Employer a detailed
statement of each Participant's Accounts, showing contributions thereto by the
Employer and the Participant, Investment Products purchased therewith, earnings
thereon and Investment Products purchased therewith, and each redemption or
distribution made for any reason, including fees or benefits; and

(b)To the extent agreed between the Employer and the
Recordkeeper, to prepare for the Employer or to assist the Employer to prepare
such returns, reports or forms as the Employer shall be required to furnish to
Participants and Beneficiaries or other interested persons and to the Internal
Revenue Service or the Department of Labor; all as may be more fully set forth
in a service agreement executed by the Employer and the Recordkeeper. If the
Employer does not appoint another person or entity as Recordkeeper, the
Employer itself shall be the Recordkeeper.

5.Prototype Plan. Putnam is the sponsor of the Putnam Basic Plan
Document, a prototype plan approved as to form by the Internal Revenue Service.
Provided that an Employer's adoption of the Plan is made known to and accepted
by Putnam in accordance with the Plan Agreement, Putnam will inform the
Employer of amendments to the prototype plan and provide such other services in
connection with the Plan as may be agreed between Putnam and the Employer.
Putnam may impose for its services as sponsor of the prototype plan such fees
as it may establish from time to time in a fee schedule addressed to the
Employer. Such fees shall, unless paid by the Employer, be paid from the Trust
Fund, and shall in that case be charged pro rata against the Accounts of all
Participants. The Trustee is expressly authorized to cause Investment Products
to be sold or redeemed for the purpose of paying such fees.

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XVI.TRUSTEE

1.Powers and Duties of the Trustee. The Trustee shall have the
authority, in addition to any authority given by law, to exercise the following
powers in the administration of the Trust:

(a)To invest all or a part of the Trust Fund in Investment
Products in accordance with the investment instructions delivered by the
Employer pursuant to Section 13.3, without restriction to investments
authorized for fiduciaries, including without limitation any common, collective
or commingled trust fund maintained by the Trustee (or any other such fund,
acceptable to Putnam and the Trustee, that qualifies for exemption from federal
income tax pursuant to Revenue Ruling 81-100). Any investment in, and any terms
and conditions of, any such common, collective or commingled trust fund
available only to employee trusts which meet the requirements of the Code, or
corresponding provisions of subsequent income tax laws of the United States,
shall constitute an integral part of this Agreement;

(b)If Putnam and the Trustee have consented thereto in
writing, to invest without limit in stock of the Employer or any affiliated
company;

(c)To dispose of all or part of the investments, securities or
other property which may from time to time or at any time constitute the Trust
Fund in accordance with the written directions furnished by the Employer for
the investment of Participants' separate Accounts or the payment of benefits or
expenses of the Plan, and to make, execute and deliver to the purchasers
thereof good and sufficient deeds of conveyance therefore, and all assignments,
transfers and other legal instruments, either necessary or convenient for
passing the title and ownership thereto, free and discharged of all trusts and
without liability on the part of such purchasers to see to the application of
the purchase money;

(d)To hold cash uninvested to the extent necessary to pay
benefits or expenses of the Plan;

(e)To follow the directions of an investment manager appointed
pursuant to Section 13.7;

(f)To cause any investment of the Trust Fund to be registered
in the name of the Trustee or the name of its nominee or nominees or to retain
such investment unregistered or in a form permitting transfer by delivery;
provided that the books and records of the Trustee shall at all times show that
all such investments are part of the Trust Fund;

(g)Upon written direction of or through the Employer, to vote
in person or by proxy (in accordance with Sections 13.6 and 13.10 and, in the
case of stock of the Employer, at the direction of the Employer or Participants
in accordance with Section 13.8) with respect to all securities that are part
of the Trust Fund;

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(h)To consult and employ any suitable agent to act on behalf
of the Trustee and to contract for legal, accounting, clerical and other
services deemed necessary by the Trustee to manage and administer the Trust
Fund according to the terms of the Plan;

(i)Upon the written direction of the Employer, to make loans
from the Trust Fund to Participants in amounts and on terms approved by the
Plan Administrator in accordance with the provisions of the Plan; provided that
the Employer shall have the sole responsibility for computing and collecting
all loan repayments required to be made under the Plan; and

(j)To pay from the Trust Fund all taxes imposed or levied with
respect to the Trust Fund or any part thereof under existing or future laws,
and to contest the validity or amount of any tax assessment, claim or demand
respecting the Trust Fund or any part thereof.

2.Limitation of Responsibilities. Except as may otherwise be required
under applicable law, neither the Trustee nor any of its agents shall have any
responsibility for:

(a)Determining the correctness of the amount of any
contribution for the sole collection or payment of contributions, which shall
be the sole responsibility of the Employer;

(b)Loss or breach caused by any Participant's exercise of
control over his Accounts, which shall be the sole responsibility of the
Participant;

(c)Loss or breach caused by the Employer's exercise of control
over Accounts pursuant to Section 13.3, which shall be the sole responsibility
of the Employer;

(d)Performance of any other responsibilities not specifically
allocated to them under the Plan.

3.Fees and Expenses. The Trustee's fees for performing its duties
hereunder shall be such reasonable amounts as shall be established by the
Trustee from time to time in a fee schedule addressed to the Employer. Such
fees, any taxes of any kind which may be levied or assessed upon or in respect
of the Trust Fund and any and all expenses reasonably incurred by the Trustee
shall, unless paid by the Employer, be paid from the Trust Fund and shall,
unless allocable to the Accounts of specific Participants, be charged pro rata
against the Accounts of all Participants. The Trustee is expressly authorized
to cause Investment Products to be sold or redeemed for the purpose of paying
such amounts. Charges and expenses incurred in connection with a specific
Investment Product, unless allocable to the Accounts of specific Participants,
shall be charged pro rata against the Accounts of all Participants for whose
benefit amounts have been invested in the specific Investment Product.

4.Reliance on Employer. The Trustee and its agents shall rely upon
any decision of the Employer, or of any person authorized by the Employer,
purporting to be made pursuant to the terms of the Plan, and upon any
information or statements submitted by the Employer or such person (including
those relating to the entitlement of any Participant to benefits under the
Plan), and shall not inquire as to the basis of any such decision or
information or statements, and shall

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incur no obligation or liability for any action taken or omitted in reliance
thereon. The Trustee and its agents shall be entitled to rely on the latest
written instructions received from the Employer as to the person or persons
authorized to act for the Employer hereunder, and to sign on behalf of the
Employer any directions or instructions, until receipt from the Employer of
written notice that such authority has been revoked.

5.Action Without Instructions. If the Trustee receives no
instructions from the Employer in response to communications sent by registered
or certified mail to the Employer at its last known address as shown on the
books of the Trustee, then the Trustee may make such determinations with
respect to administrative matters arising under the Plan as it considers
reasonable, notwithstanding any prior instructions or directions given by or on
behalf of the Employer, but subject to any instruction or direction given by or
on behalf of the Participants. To the extent permitted by applicable law, any
determination so made will be binding on all persons having or claiming any
interest under the Plan or Trust, and the Trustee will incur no obligation or
responsibility for any such determination made in good faith or for any action
taken pursuant thereto. In making any such determination the Trustee may
require that it be furnished with such relevant documents as it reasonably
considers necessary.

6.Advice of Counsel. The Trustee may consult with legal counsel (who
may, but need not be, counsel for the Employer) concerning any questions which
may arise with respect to its rights and duties under the Plan, and the opinion
of such counsel shall be full and complete protection to the extent permitted
by applicable law in the respect of any action taken or omitted by the Trustee
hereunder in accordance with the opinion of such counsel.

7.Accounts. The Trustee shall keep full accounts of all receipts and
disbursements which pertain to investments in Investment Products, and of such
other transactions as it is required to perform hereunder. Within a reasonable
time following the close of each Plan Year, or upon its removal or resignation
or upon termination of the Trust and at such other times as may be appropriate,
the Trustee shall render to the Employer and any other persons as may be
required by law an account of its administration of the Plan and Trust during
the period since the last previous such accounting, including such information
as may be required by law. The written approval of any account by the Employer
and all other persons to whom an account is rendered shall be final and binding
as to all matters and transactions stated or shown therein, upon the Employer
and Participants and all persons who then are or thereafter become interested
in the Trust. The failure of the Employer or any other person to whom an
account is rendered to notify the party rendering the account within 60 days
after the receipt of any account of his or its objection to the account shall
be the equivalent of written approval. If the Employer or any other person to
whom an account is rendered files any objections within such 60-day period with
respect to any matters or transactions stated or shown in the account and the
Employer or such other person and the parry rendering the account cannot
amicably settle the questions raised by such objections, the party rendering
the account and the Employer or such person shall have the right to have such
questions settled by judicial proceedings, although the Employer or such other
person to whom an account is rendered shall have, to the extent permitted by
applicable law, only 60 days from filing of written objection to the account to
commence legal proceedings. Nothing herein contained shall be construed so as
to deprive the Trustee of the right to have a judicial settlement of its
accounts.

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In any proceeding for a judicial settlements of any account or for
instructions, the only necessary parties shall be the Trustee, the Employer and
persons to whom an account is required by law to be rendered.

8.Access to Records. The Trustee shall give access to its records
with respect to the Plan at reasonable times and on reasonable notice to any
person required by law to have access to such records.

9.Successors. Any corporation into which the Trustee may merge or
with which it may consolidate or any corporation resulting from any such merger
or consolidation shall be the successor of the Trustee without the execution or
filing of any additional instrument or the performance of any further act.

10.Persons Dealing with Trustee. No person dealing with the Trustee
shall be bound to see to the application of any money or property paid or
delivered to the Trustee or to inquire into the validity or propriety of any
transactions.

11.Resignation and Removal; Procedure. The Trustee may resign at any
time by giving 60 days' written notice to the Employer and to Putnam. The
Employer may remove the Trustee at any time by giving 60 days' written notice
to the party removed and to Putnam. In any case of resignation or removal
hereunder, the period of notice may be reduced to such shorter period as is
satisfactory to the Trustee and the Employer. Notwithstanding anything to the
contrary herein, any resignation hereunder shall take effect at the time notice
thereof is given if the Employer may no longer participate in the prototype
Plan and is deemed to have an individually designed plan at the time notice is
given.

12.Action of Trustee Following Resignation or Removal. When the
resignation or removal of the Trustee becomes effective, the Trustee shall
perform all acts necessary to transfer the Trust Fund to its successor.
However, the Trustee may reserve such portion of the Trust Fund as it may
reasonably determine to be necessary for payment of its fees and any taxes and
expenses, and any balance of such reserve remaining after payment of such fees,
taxes and expenses shall be paid over to its successor. The Trustee shall have
no responsibility for acts or omissions occurring after its resignation becomes
effective.

13.Effect of Resignation or Removal. Resignation or removal of the
Trustee shall not terminate the Trust. In the event of any vacancy in the
position of Trustee, whether the vacancy occurs because of the resignation or
removal of the Trustee, the Employer shall appoint a successor to fill the
vacant position. If the Employer does not appoint such a successor who accepts
appointment by the later of 60 days after notice of resignation or removal is
given or by such later date as the Trustee and Employer may agree in writing to
postpone the effective date of the Trustee's resignation or removal, the
Trustee may apply to a court of competent jurisdiction for such appointment or
cause the Trust, to be terminated, effective as of the date specified by the
Trustee, in writing delivered to the Employer. Each successor Trustee so
appointed and accepting a trusteeship hereunder shall have all of the rights
and powers and all of the duties and obligations

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of the original Trustee, under the provisions hereof, but shall have no
responsibility for acts or omissions before he becomes a Trustee.

14.Fiscal Year of Trust. The fiscal year of the Trust will coincide
with the Plan Year.

15.Limitation of Liability. Except as may otherwise be required by
law and other provisions of the Plan, no fiduciary of the Plan, within the
meaning of Section 3(21) of ERISA, shall be liable for any losses incurred with
respect to the management of the Plan, nor shall he or it be liable for any
acts or omissions except those caused by his or its own negligence or bad faith
in failing to carry out his or its duties under the terms contained in the
Plan.

16.Indemnification. Subject to the limitations of applicable law, the
Employer agrees to indemnify and hold harmless (i) all fiduciaries, within the
meaning of ERISA Sections 3(21) and 404, and (ii) Putnam, for all liability
occasioned by any act of such party or omission to act, in good faith and
without negligence, and for all expenses incurred by any such party in
determining its duty or liability under ERISA with respect to any question
under the Plan.

XVII.AMENDMENT

1.General. The Employer reserves the power at any time or times to
amend the provisions of the Plan and the Plan Agreement to any extent and in
any manner that it may deem advisable. If, however, the Employer makes any
amendment (including an amendment occasioned by a waiver of the minimum funding
requirement under Section 412(d) of the Code) other than

(a)a change in an election made in the Plan Agreement,

(b)amendments stated in the Plan Agreement which allow the
Plan to satisfy Section 415 and to avoid duplication of minimums under Section
416 of the Code because of the required aggregation of multiple plans, or

(c)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 cease to participate in this prototype Plan and will be
considered to have an individually designed plan. In that event, Putnam shall
have no further responsibility to provide to the Employer any amendments or
other material incident to the prototype plan, and Putnam may resign
immediately as Trustee and as Recordkeeper. Any amendment shall be made by
delivery to the Trustee (and the Recordkeeper, if any) of a written instrument
executed by the Employer providing for such amendment. Upon the delivery of
such instrument to the Trustee, such instrument shall become effective in
accordance with its terms as to all Participants and all persons having or
claiming any interest hereunder, provided, that the Employer shall not have the
power:

(i)to amend the Plan in such a manner as would cause
or permit any part of the assets of the Trust to be diverted to purposes other
than the exclusive benefit of Participants

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or their Beneficiaries, or as would cause or permit any portion of such assets
to revert to or become the property of the Employer.

(ii)to amend the Plan retroactively in such a manner
as would have the effect of decreasing a Participant's accrued benefit, except
that a Participant's Account balance may be reduced to the extent permitted
under Section 412(c)(8) of the Code. For purposes of this paragraph (2), an
amendment shall be treated as reducing a Participant's accrued benefit if it
has the effect of reducing his Account balance, or of eliminating an optional
form of benefit with respect to amounts attributable to contributions made
performed before the adoption of the amendment; or

(iii)to amend the Plan so as to decrease the portion
of a Participant's Account balance that has become vested, as compared to the
portion that was vested, under the terms of the Plan without regard to the
amendment, as of the later of the date the amendment is adopted or the date it
becomes effective.

(iv)to amend the Plan in such a manner as would
increase the duties or liabilities of the Trustee or the Recordkeeper unless
the Trustee or the Recordkeeper consents thereto in writing.

2.Delegation of Amendment Power. The Employer and all sponsoring
organizations of the Putnam Basic Plan Document delegate to Putnam
Mutual Funds Corp. the power to amend the Plan (including the power to amend
this Section 18.2 to name a successor to which such power of amendment shall be
delegated), for the purpose of adopting amendments which are certified to Putnam
Mutual Funds Corp., by counsel satisfactory to it, as necessary or appropriate
under applicable law, including any regulation or ruling issued by the United
States Treasury Department or any other federal or state department or agency;
provided that Putnam Mutual Funds Corp., or such successor may amend the Plan
only if it has mailed a copy of the proposed amendment to the Employer at its
last known address as shown on its books by the date on which it delivers a
written instrument providing for such amendment, and only if the same amendment
is made on said date to all plans in this form as to which Putnam Mutual Funds
Corp., or such successor has a similar power of amendment. If a sponsoring
organization does not adopt any amendment made by Putnam Mutual Funds Corp.,
such sponsoring organization shall cease to participate in this prototype Plan
and will be considered to have an individually designed plan. If, upon the
submission of this Putnam Basic Plan Document #07 to the Internal Revenue
Service for a determination letter, the Internal Revenue Service determines that
changes are required to the Basic Plan Document but not to the form of Plan
Agreement, Putnam shall furnish a copy of the revised Basic Plan Document to the
Employer and the Employer will not be required to execute a revised Plan
Agreement.

XVIII.TERMINATION OF THE PLAN AND TRUST

1.General. The Employer has established the Plan and the Trust with
the bonafide intention and expectation that contributions will be continued
indefinitely, but the Employer shall have no obligation or liability whatsoever
to maintain the Plan for any given length of time and

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may discontinue contributions under the Plan or terminate the Plan at any time
by written notice delivered to the Trustee, without any liability whatsoever
for any such discontinuance or termination.

2.Events of Termination. The Plan will terminate upon the happening
of any of the following events:

(a)Death of the Employer, if a sole proprietor, or dissolution
or termination of the Employer, unless within 60 days thereafter provision is
made by the successor to the business with respect to which the Plan was
established for the continuation of the Plan, and such continuation is approved
by the Trustee;

(b)Merger, consolidation or reorganization of the Employer
into one or more corporations or organizations, unless the surviving
corporations or organizations adopt the Plan by an instrument in writing
delivered to the Trustee within 60 days after such a merger, consolidation and
reorganization;

(c)Sale of all or substantially all of the assets of the
Employer, unless the purchaser adopts the Plan by an instrument in writing
delivered to the Trustee within 60 days after the sale;

(d)The institution of bankruptcy proceedings by or against the
Employer, or a general assignment by the Employer to or for the benefit of its
creditors; or

(e)Delivery of notice of termination as provided in Section
18.1.

3.Effect of Termination. Notwithstanding any other provisions of this
Plan, other than Section 18.4, upon termination of the Plan or complete
discontinuance of contributions thereunder, each Participant's Accounts will
become fully vested and nonforfeitable, and upon partial termination of the
Plan, the Accounts of each Participant affected by the partial termination will
become fully vested and nonforfeitable. The Employer shall notify the Trustee
in writing of such termination, partial termination or complete discontinuance
of contributions. In the event of the complete termination of the Plan or
discontinuance of contributions, the Trustee will, after payment of all
expenses of the Trust Fund, make distribution of the Trust assets to the
Participants or other persons entitled thereto, in such form as the Employer
may direct pursuant to Article 10 or, in the absence of such direction, in a
single payment in cash or in kind. Upon completion of such distributions under
this Article, the Trust will terminate, the Trustee will be relieved from their
obligations under the Trust, and no Participant or other person will have any
further claim thereunder.

4.Approval of Plan. Notwithstanding any other provision of the Plan,
if the Employer fails to obtain or to retain the approval by the Internal
Revenue Service of the Plan as a qualified plan under Section 401(a) of the
Code, then (i) the Employer shall promptly notify the Trustee, and (ii) the
Employer may no longer participate in the Putnam prototype plan, but will be
deemed to have an individually designed plan. If it is determined by the
Internal Revenue Service that the Plan upon its initial adoption does not
qualify under Section 401(a) of the Code, all assets then held

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under the Plan will be returned within one year of the denial of initial
qualification to the Participants and the Employer to the extent attributable
to their respective contributions and any income earned thereon, but only if
the application for qualification 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. Upon such distribution, the Plan will be considered to be rescinded
and to be of no force or effect.

XIX.TRANSFERS TO OR FROM OTHER QUALIFIED PLANS; MERGERS

1.General. Notwithstanding any other provision hereof, subject to the
approval of the Trustee there may be transferred to the Trustee all or any of
the assets held (whether by a trustee, custodian or otherwise) in respect of
any other plan which satisfies the applicable requirements of Section 401(a) of
the Code and which is maintained for the benefit of any Employee (provided,
however, that the Employee is not a member of a class of Employees excluded
from eligibility to participate in the Plan). Any such assets so transferred
shall be accompanied by written instructions from the Employer naming the
persons for whose benefit such assets have been transferred and showing
separately the respective contributions made by the Employer and by the
Participants and the current value of the assets attributable thereto.
Notwithstanding the foregoing, if a Participant's employment classification
changes under Section 3.5 such that he begins participation in another plan of
the Employer, his Account, if any, shall, upon the Administrator's direction,
be transferred to the plan in which he has become eligible to participate, if
such plan permits receipt of such Account.

2.Amounts Transferred. The Employer shall credit any assets
transferred pursuant to Section 19.1 or Section 3.5 to the appropriate Accounts
of the persons for whose benefit such assets have been transferred. Any amounts
credited as contributions previously made by an employer or by such persons
under such other plan shall be treated as contributions previously made under
the Plan by the Employer or by such persons, as the case may be.

3.Merger or Consolidation. The Plan shall not be merged or
consolidated with any other plan, nor shall any assets or liabilities of the
Trust Fund be transferred to any other plan, unless each Participant would
receive a benefit immediately after the transaction, if the Plan then
terminated, which is equal to or greater than the benefit he would have been
entitled to receive immediately before the transaction if the Plan had then
terminated.

XX.MISCELLANEOUS

1.Notice of Plan. The Plan shall be communicated to all Participants
by the Employer on or before the last day on which such communication may be
made under applicable law.

2.No Employment Rights. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits shall be construed as giving to any Participant or
any other person any legal or equitable right against the Employer or the
Trustee, except as provided herein or by ERISA; and in no event shall the terms
of employment or service of any Participant be modified or in any way be
affected hereby.

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<PAGE> 90
3.Distributions Exclusively From Plan. Participants and Beneficiaries
shall look solely to the assets held in the Trust for the payment of any
benefits under the Plan.

4.No Alienation. The benefits provided hereunder shall not be subject
to alienation, assignment, garnishment, attachment, execution or levy of any
kind, and any attempt to cause such benefits to be so subjected shall not be
recognized, except as provided in Section 12.4 or in accordance with a
Qualified Domestic Relations Order. The Plan Administrator shall determine
whether a domestic relations order is qualified in accordance with written
procedures adopted by the Plan Administrator. Notwithstanding the foregoing, an
order shall not fail to be a Qualified Domestic Relations Order merely because
it requires a distribution to an alternate payee (or the segregation of
accounts pending distribution to an alternate payee) before the Participant is
otherwise entitled to a distribution under the Plan.

5.Provision of Information. The Employer and the Trustee shall
furnish to each other such information relating to the Plan and Trust as may be
required under the Code or ERISA and any regulations issued or forms adopted by
the Treasury Department or the Labor Department or otherwise thereunder.

6.No Prohibited Transactions. The Employer and the Trustee shall, to
the extent of their respective powers and authority under the Plan, prevent the
Plan from engaging in any transaction known by that person to constitute a
transaction prohibited by Section 4975 of the Code and any rules or regulations
with respect thereto.

7.Governing Law. The Plan shall be construed, administered, regulated
and governed in all respects under and by the laws of the United States, and to
the extent permitted by such laws, by the laws of the Commonwealth of
Massachusetts.

8.Gender. Whenever used herein, a pronoun in the masculine gender
includes the feminine gender unless the context clearly indicates otherwise.

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PUTNAM FLEXIBLE 401(K) AND PROFIT SHARING PLAN

PLAN AGREEMENT #001

This is the Plan Agreement for a Putnam nonstandardized prototype 401(k) plan
with optional profit sharing plan provisions. Please consult a tax or legal
advisor and review the entire form before you sign it. If you fail to fill out
this Putnam Plan Agreement properly, the Plan may be disqualified. By executing
this Plan Agreement, the Employer establishes a 401(k) and profit sharing plan
and trust upon the terms and conditions of Putnam Basic Plan Document #07, as
supplemented and modified by the provisions elected by the Employer in this
Plan Agreement. THIS PLAN AGREEMENT MUST BE ACCEPTED BY PUTNAM IN ORDER FOR
THE EMPLOYER TO RECEIVE FUTURE AMENDMENTS TO THE PUTNAM FLEXIBLE 4O1(K) AND
PROFIT SHARING PLAN.

* * * * *

21. Employer Information. The Employer adopting this Plan is:

A. Employer Name: Ribozyme Pharmaceuticals, Inc.

B. Employer Identification Number: 34-1697351

C. Employer Address: 2950 Wilderness Place
Boulder, CO 8030l

- - - - -

D. SIC Code: 8731

E. Employer Contact: Name: Ms Patricia P. Ketchner
Title: Controller Phone #: (303) 449-6500

F. Fiscal Year: 1/1 through 12/31
(month/day) (month/day)

G. Type of Entity (check one):

<TABLE>
<S> <C> <C>
[x] Corporation [ ] Partnership [ ] Subchapter S Corporation

[ ] Sole proprietorship [ ] Other _______
</TABLE>

H. Plan Name: RPI 40l(k) Salary Reduction Plan

I. Plan Number: 001 (complete)

22. Plan Information.

A. Plan Year. Check one:
<PAGE> 92
(1) [x] The Calendar Year.

(2) [ ] The Plan Year will be the same as the Fiscal Year
of the Employer shown in l.F. above.
If the Fiscal Year of the Employer changes, the
Plan Year will change accordingly.

(3) [ ] The Plan Year will be the period of 12 months
beginning on the first day of _______________
(month) and ending on the last day of
____________ (month).

(4) [ ] A short Plan Year commencing on ___________
(month/day/year) and ending on ___________
(month/day/year) and immediately thereafter the
12-consecutive month period commencing on
___________ (month/day).

The Plan Year will also be your Plan's Limitation Year for
purposes of the contribution limitation rules in Article 6 of
the Plan.

B. Effective Date of Adoption of Plan.

(1) Are you adopting this Plan to replace an existing
plan?

(a) [x] Yes (b) [ ] No

(2) If you answered Yes in 2.B(1) above, the Effective
Date of your adoption of this Replacement Plan will be the first
day of the current Plan Year unless you elect a later date in
(2)(b) below. Please complete the following:

(a) 6/1/92 Original Effective Date of
the Plan you are Replacing

(b) 7/1/97 Effective Date of this
Replacement Plan

(3) If you answered No in 2B(1) above, the Effective Date
of your adoption of this Plan will be the day you select below
(not before the first day of the current Plan Year, and not before
the day your Business began):

(a) The Effective Date is: _____________
month/day/year

C. Identifying Highly Compensated Employees. Check either (1) or
(2).

(1) [x] The Plan will use the regular method under Plan
section 2.58(a) for identifying Highly
Compensated Employees.

If you selected this option and your Plan Year is
the calendar year, do you wish to make the regular
method's "calendar year election" for identifying
your Highly Compensated Employees?

(a) [x] Yes (b) [ ] No

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<PAGE> 93
(2) [ ] The Plan will use the simplified method under
Plan Section 2.58(b) for identifying Highly
Compensated Employees.

23. Eligibility for Plan Participation (Plan Section 3.l). Employees will
be eligible to participate in the Plan when they complete the
requirements you select in A, B, C and D below.

A. Classes of Eligible Employees. The Plan will cover all
employees who have met the age and service requirements with the following
exclusions:

(1) [ ] No exclusions. All job classifications will be
eligible.

(2) [ ] The Plan will exclude employees in a unit of
Employees covered by a collective
bargaining agreement with respect to which
retirement benefits were the subject of good
faith bargaining, with the exception of the
following collective bargaining units, which will
be included:
__________________________________________________

(3) [ ] The Plan will exclude employees who are
non-resident aliens without U.S.
source income

(4) [ ] Employees of the following Affiliated Employers
(specify):
______________________________
______________________________

(5) [x] Leased Employees

(6) [x] Employees in the following other classes
(specify). o Temporary employees--hired and
paid through agencies (agency temporaries) o
Independent contractors o Consultants o
Interns

B. Age Requirement (check and complete (1) or (2)):

(1) [ ] No minimum age required for participation

(2) [x] Employees must reach age 21 (not over 21) to
participate

C. Service Requirements.

(1) Elective Deferrals. To become eligible, an employee
must complete (choose one):

(a) [ ] No minimum service required

(b) [x] One 6-month Eligibility Period

(d) [ ] One 12-month Eligibility Period

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<PAGE> 94
(2) Employer Matching Contributions. To become eligible,
an employee must complete (choose one):

(a) [ ] No minimum service required.

(b) [x] One 6-month Eligibility Period

(d) [ ] One 12-month Eligibility Period

(e) [ ] Two 12-month Eligibility Periods (may
only be chosen if you adopt the vesting
schedule under item 9.A(3)(a) to provide
100% full and immediate vesting of
Employer Matching Contributions)

(f) [ ] Not applicable. The Employer will not
make Employer Matching Contributions

(3) Profit Sharing Contributions. To become eligible, an
employee must complete (choose one):

(a) [ ] No minimum service required

(b) [ ] One 6-month Eligibility Period

(d) [ ] One 12-month Eligibility Period

(e) [ ] Two 12-month Eligibility Periods (may
only be chosen if you adopt the vesting
schedule under item 9.A(3)(a) to provide
100% full and immediate vesting of
Employer Matching Contributions).

(f) [ ] Not applicable. The Employer will not
make Employer Matching Contributions.

(4) If the Employer acquired a business on or before the
Effective Date of this Plan and the Eligibility Periods selected
in (1), (2) and (3) for former employees of that acquired business
will include the former employees' periods of employment with that
business, list the business below. Any acquired business which
had a plan which the Employer now maintains must be listed below.
_________________________

(5) If the Employer acquires a business after the
Effective Date, the Eligibility Periods for an employee of the
acquired business will be the periods selected in (1), (2) and (3)
beginning on (check (a) or (b)):

(a) [x] the date the employee began work with the acquired
business.

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<PAGE> 95
(b) [ ] the date of the acquisition (i.e., the
date the employee begins work for the
Employer).

(6) Hours of Service for Eligibility Periods.

(a) 6-Month Eligibility Period. To receive
credit for a 6-month Eligibility Period, an employee must
complete 6 months of service, during which he completes at
least:

(i) [x] 500 Hours of Service

(ii) [ ] ________ Hours of Service
(under 500)

(b) 12-Month Eligibility Period. To receive
credit for a 12-month Eligibility Period, an employee must
complete 12 months of service, during which he completes
at least:

(i) [ ] 1,000 Hours of Service

(ii) [ ] ________ Hours of Service
(under 1,000)

(c) Other Eligibility Period. To receive credit
for the Eligibility Period selected in 3.C(l)(c),
3.C(2)(c) and/or 3.C(3)(c) above, an employee must
complete during it at least:

(i) [ ] ______ Hours of Service
(under 1000)

(7) Method of Crediting Hours of Service For Eligibility
and Vesting. Hours of Service will be credited to an employee by
the following method (check one):

(a) [x] Actual hours for which an employee is paid

(b) [ ] Any employee who has one actual paid hour
in the following period will be credited
with the number of Hours of Service
indicated (check one):

(i) [ ] Day (10 Hours of Service)

(ii) [ ] Week (45 Hours of Service)

(iii) [ ] Semi-monthly payroll period
(95 Hours of Service)

(iv) [ ] Month (190 Hours of Service)

(8) Entry Dates. Each employee in an eligible class who
completes the age and service requirements specified above will
begin to participate in the Plan on (check one):

(a) [ ] The first day of the month in which he
fulfills the requirements.

(b) [x] The first of the following dates
occurring after he fulfills the
requirements (check one):

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<PAGE> 96
(i) [ ] The first day of the month
following the date he
fulfills the requirements
(monthly).

(ii) [x] The first day of the first,
fourth, seventh and tenth
months in a Plan Year
(quarterly).

(iii) [ ] The first day of the first
month and the seventh month
in a Plan Year
(semiannually).

(c) Other: ________________ (May be no later than
(i) the first day of the Plan Year after which he fulfills
the requirements, and (ii the date six months after the
date on which he fulfills the requirements, whichever
occurs first.)

D. (FOR NEW PLANS ONLY) Will all eligible Employees as of the
Effective Date be required to meet the age and service requirements for
participation specified in B and C above?

(a) [ ] Yes

(b) [ ] No. Eligible Employees will be eligible
to become Participants as of the
Effective Date even if they have not
satisfied (check one or both):

(i) [ ] the age requirement.

(ii) [ ] the service requirement.

24. Contributions.

A. Elective Deferrals (Plan Section 5.2). Your Plan will allow
employees to elect pre-tax contributions under Section 401(k) of the Code. You
must complete this part A.

(1) A Participant may make Elective Deferrals for each
year in an amount not to exceed (check one):

(a) [x] 20% of his Earnings

(b) [ ] ____% of his Earnings not to exceed
$_______ (specify a dollar amount)

(2) Will a Participant be required to make a minimum
Elective Deferral in order to make Elective Deferrals under the
Plan? (check one and complete as applicable)

(a) [x] No.

(b) [ ] Yes. The minimum Elective Deferral will
be _____% of the Participant's
Earnings.

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<PAGE> 97
(3) A Participant may begin to make Elective Deferrals,
or change the amount of his Elective Deferrals, as of the
following dates (check one):
(a) [ ] First business day of each month
(monthly).

(b) [x] First business day of the first, fourth,
seventh and tenth months of the Plan Year
(quarterly).

(d) [ ] First business day of the Plan Year only
(annually).

(e) [ ] Other: ______

(4) Will Participants be permitted to make separate
Elective Deferrals of bonuses, even if bonuses have otherwise been
excluded from Compensation for the purpose of Elective Deferrals
under 7.A(1)?

(a) [ ] Yes (b) [x] No

B. Employer Matching Contributions. (Plan Section 5.8). Complete
this part B only if you will make Employer Matching Contributions under the
Plan.

(1) The Employer will contribute and will allocate to
each Qualified Participant's Employee Matching Account an Employer
Matching Contribution on the basis set forth below:

(a) [x] Discretionary matching contributions.
(The Employer may select this option in
addition to option (b) if the Employer
wishes to have the option to make
discretionary matching contributions in
addition to fixed matching
contributions.)

(b) [ ] Fixed matching contributions.

(i) [ ] based on Elective Deferrals:

(A) [ ] ____% of Elective Deferrals

(B) [ ] ____% of Elective Deferrals
up to ____% of Earnings.

(C) [ ] ____% of Elective Deferrals
up to ____% of Earnings and
____% of Elective Deferrals
over that percentage of
Earnings and up to ____% of
Earnings. (The third
percentage number must be
less than the first
percentage number.)

(D) [ ] ____% of Elective Deferrals
up to $________ of Elective
Deferrals.

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<PAGE> 98
(E) [ ] ____% of Elective Deferrals
up to $________ of Elective
Deferrals and ___% of
Elective Deferrals over that
dollar amount and up to
$________ of Elective
Deferrals. (The last
percentage must be less than
the first percentage).

(ii) [ ] based on after-tax Participant
Contributions:

(A) [ ] ____% of Participant
Contributions

(B) [ ] ____% of Participant
Contributions up to ____% of
Earnings.

(C) [ ] ____% of Participant
Contributions up to ____% of
Earnings and _____% of
Participant Contributions
over that percentage of
Earnings and up to ____% of
Participant Contributions.
(The third percentage number
must be less than the first
percentage number.)

(D) [ ] ____% of Participant
Contributions up to $________
of Participant Contributions.

(E) [ ] ____% of Participant
Contributions up to $________
of Participant Contributions
and ___% of Participant
Contributions over that
dollar amount and up to
$________ of Participant
Contributions. (The last
percentage must be less than
the first percentage).

(2) Qualified Participant. In order to receive an
allocation of Employer Matching Contributions for a Plan Year, an
Employee must be a Qualified Participant for that purpose. Select
below either (a) alone, or any combination of (b), (c) and (d).

(a) [ ] To be a Qualified Participant eligible to
receive Employer Matching Contributions
for a Plan Year, an Employee must (check
(i) or (ii)):

(i) [ ] Either be employed on the last
day of the Plan Year, complete
more than 500 Hours of Service
in the Plan Year, or retire, die
or become disabled in the Plan
Year.

(ii) [ ] Either be employed on the last
day of the Plan Year or complete
more than 500 Hours of Service
in the Plan Year.

Stop here if you checked (a). If you did not check (a), check
(b), (c) or (d), or any combination of (b), (c) and (d).

To be a Qualified Participant eligible to receive Employer
Matching Contributions for a Plan Year, an Employee must:

(b) [x] Be credited with 1 (choose 1, 501 or
1,000) Hours of Service in the Plan Year.

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<PAGE> 99
(c) [ ] Be an Employee on the last day of the
Plan Year.

(d) [ ] Retire, die or become disabled during
the Plan Year.

(3) Will the Employer have the option of making all or
any portion of its Employer Matching Contributions in Employer
Stock?

(a) [x] Yes (b) [ ] No

C. Profit Sharing Contributions. (Plan Sections 4.1 and 4.2)

(1) Profit Limitation. Will Profit Sharing Contributions
to the Plan be limited to the current and accumulated profits of
your Business? Check one:

(a) [ ] Yes (b) [ ] No

(2) Amount. The Employer will contribute to the Plan for
each Plan Year (check one):

(a) [ ] An amount chosen by the Employer from
year to year

(b) [ ] ____% of the Earnings of all Qualified
Participants for the Plan Year

(3) Allocations to Participants

(a) Allocation to Participants. Profit Sharing
Contributions will be allocated:

(i) [ ] Pro rata (percentage based on
compensation)

(ii) [ ] Uniform Dollar amount

(iii) [ ] Integrated With Social Security
(complete (b) and (c) below)

(b) Integration with Social Security. (Complete
only if you have elected in 4.C(3)(a) to integrate your
Plan with Social Security.) Profit Sharing Contributions
will be allocated to Qualified Participants as you check
below:

(i) [ ] Profit Sharing Contributions
will be allocated according to
the Top-Heavy Integration
Formula in Plan Section
4.2(c)(1) in every Plan Year,
whether or not the Plan is
top-heavy.

(ii) [ ] Profit Sharing Contributions
will be allocated according to
the Top-Heavy Integration
Formula in Plan Section
4.2(c)(1) only in Plan Years in
which the Plan is top-heavy. In
all other Plan Years,
contributions will be allocated
according to the Non-Top-Heavy
Integration Formula in Plan
Section 4.2(c)(2).

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<PAGE> 100

(c) Integration Level. (Complete only if you have
elected in 4.C(3)(a) to integrate your Plan with Social
Security.) The Integration Level will be (check one):

(i) [ ] The Social Security Wage Base in
effect at the beginning of the
Plan Year.

(ii) [ ] ____% (not more than 100%) of
the Social Security Wage Base in
effect at the beginning of the
Plan Year.

(iii) [ ] $________ (not more than the
Social Security Wage Base).

Note: The Social Security Wage Base is indexed annually
to reflect increases in the cost of living.

(4) Qualified Participants. In order to receive an
allocation of Profit Sharing Contributions for a Plan Year, an
Employee must be a Qualified Participant for this purpose. Select
below either (a) alone, or any combination of (b), (c) and (d).

(a) [ ] To be a Qualified Participant eligible to
receive an allocation of Profit Sharing
Contributions for a Plan Year, an
Employee must (check (i) or (ii)):

(i) [ ] Either be employed on the last
day of the Plan Year, complete
more than 500 Hours of Service
in the Plan Year, or retire, die
or become disabled in the Plan
Year.

(ii) [ ] Either be employed on the last
day of the Plan Year or complete
more than 500 Hours of Service
in the Plan Year.

Stop here if you checked (a). If you did not check (a),
check (b), (c) or (d), or any combination of (b), (c) and
(d).

To be a Qualified Participant eligible to receive an
allocation of Profit Sharing Contributions for a Plan
Year, an Employee must:

(b) [ ] Be credited with ________ (choose 1, 501
or 1,000) Hours of Service in the Plan
Year.

(d) [ ] Retire, die or become disabled during
the Plan Year.

D. Participant Contributions (Plan Section 4.6). Will your Plan
allow Participants to make after-tax contributions?

(a) [ ] Yes (b) [x] No

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<PAGE> 101
E. Qualified Matching Contributions (Plan Section 2.61). Skip
this part E if you will not make Qualified Matching Contributions.

(1) Qualified Matching Contributions will be made with
respect to (check one):

(a) [ ] Elective Deferrals made by all Qualified
Participants

(b) [ ] Elective Deferrals made only by Qualified
Participants who are not Highly
Compensated Participants

(2) The amount of Qualified Matching Contributions made
with respect to a Participant will be:

(a) [ ] discretionary

(b) [ ] fixed (check and complete (i), (ii) or
(iii))

(i) [ ] ____% of Elective Deferrals

(ii) [ ] ____% of Elective Deferrals that
do not exceed ____% of Earnings

(iii) [ ] ____% of Elective Deferrals that
do not exceed $________.

F. Qualified Nonelective Contributions (Plan Section 2.62): Skip
this part F if you will not make Qualified Nonelective Contributions.

(1) Qualified Nonelective Contributions will be made on
behalf of (check one):

(a) [ ] All Qualified Participants

(b) [ ] Only Qualified Participants who are not
Highly Compensated Employees

(2) The amount of Qualified Nonelective Contributions for
a Plan Year will be (check one):

(a) [ ] ____% (not over 15 %) of the Earnings of
Participants on whose behalf Qualified
Nonelective Contributions are made

(b) [ ] An amount determined by the Employer from
year to year, to be shared in proportion
to their Earnings by Participants on
whose behalf Qualified Nonelective
Contributions are made

G. Forfeitures

(1) Employer Matching Contributions. Forfeitures of
Employer Matching Contributions will be used as follows (check and
complete (a) or (b)):

(a) [ ] Applied to reduce the following
contributions required of the Employer
(check (i) and/or (ii)):

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<PAGE> 102

(i) [ ] Employer Matching Contributions

(ii) [ ] Profit Sharing Contributions

(b) [x] Reallocated as follows (check (i) or
(ii)):

(i) [x] As additional Employer Matching
Contributions

(ii) [ ] As additional Profit Sharing
Contributions

(2) Profit Sharing Contributions. Forfeitures of Profit
Sharing Contributions will be used as follows (check (a) or (b)):

(a) [ ] Applied to reduce the following
contributions required of the Employer
(check (i) and/or (ii)):

(i) [ ] Profit Sharing Contributions

(ii) [ ] Employer Matching Contributions

(b) [ ] Reallocated as additional Profit Sharing
Contributions

25. Top-Heavy Minimum Contributions (Plan Section 14.3). Skip paragraphs
A and B below if you do not maintain any other qualified plan in
addition to this Plan.

A. For any Plan Year in which the Plan is Top-Heavy, the
Top-Heavy minimum contribution (or benefit) for Non-Key employees participating
both in this Plan and another qualified plan maintained by the Employer will be
provided in (check one):

(1) [ ] This Plan (2) [ ] The other qualified plan

B. If you maintain a defined benefit plan in addition to this
Plan, and the Top-Heavy Ratio (as defined in Plan Section 14.2(c)) for the
combined plans is between 60% and 90%, you may elect to provide an increased
minimum allocation or benefit pursuant to Plan Section 14.4. Specify your
election by completing the statement below:

The Employer will provide an increased (specify contribution or
benefit) _________ in its (specify defined contribution or defined
benefit) ________ plan as permitted under Plan Section 14.4.

26. Other Plans. You must complete this section if you maintain or ever
maintained another qualified plan in which any Participant in this
Plan is (or was) a participant or could become a participant.

The Plan and your other plan(s) combined will meet the contribution
limitation rules in Article 6 of the Plan as you specify below:

A. If a Participant in the Plan is covered under another
qualified defined contribution plan maintained by your Business, other than a
master or prototype plan (check one):

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<PAGE> 103
(1) [ ] The provisions of Section 6.2 of the Plan will
apply as if the other plan were a master or
prototype plan.

(2) [ ] The plans will limit total annual additions to
the maximum permissible amount, and will properly
reduce any excess amounts, in the manner you
describe below.
_____________________
_____________________

B. If a Participant in the Plan is or has ever been a participant
in a defined benefit plan maintained by your Business, the plans will meet the
limits of Article 6 in the manner you describe below:
_____________________
_____________________

If your Business has ever maintained a defined benefit plan,
state below the interest rate and mortality table to be used
in establishing the present value of any benefit under the
defined benefit plan for purposes of computing the top-heavy
ratio:

Interest rate: %________

Mortality Table: __________

7. Compensation (Plan Section 2.8).

A. Amount.

(1) Elective Deferrals and Employer Matching
Contributions. Compensation for the purposes of determining the
amount and allocation of Elective Deferrals and Employer Matching
Contributions will be determined as follows (choose either (a) or
(b), and (c) and/or (d) as applicable).

(a) [x] Compensation will include Form W-2
earnings as defined in Section 2.8 of
the Plan.

(b) [ ] Compensation will include all
compensation included in the definition
of Code Section 415 Compensation in Plan
Section 6.5(b) of the Plan.

(c) [x] In addition to the amount provided in
either (a) or (b) above, Compensation
will also include any amounts withheld
from the employee under a 401(k) plan,
cafeteria plan, SARSEP, tax sheltered
403(b) arrangement, or Code Section 457
deferred compensation plan, and
contributions described in Code Section
414(h)(2) that are picked up by a
governmental employer.

(d) [ ] Compensation will also exclude the
following amount (choose each that
applies):

(i) [ ] overtime pay

(ii) [ ] bonuses

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<PAGE> 104
(iii) [ ] commissions

(iv) [ ] other pay (describe): ___________

(v) [ ] compensation in excess of $______

(2) Profit Sharing Contributions. Compensation for
the purposes of determining the amount and allocation of
Profit Sharing Contributions shall be determined as follows
(choose either (a) or (b), and (c) and/or (d), as applicable).

(a) [ ] Compensation will include Form W-2
earnings as defined in Section 2.8 of
the Plan.

(b) [ ] Compensation will include all
compensation included in the definition
of Code Section 415 Compensation in
Section 6.5(b) of the Plan.

(c) [ ] In addition to the amount provided in
either (a) or (b) above, compensation
will also include any amounts withheld
from the employee under a 401(k) plan,
cafeteria plan, SARSEP, tax sheltered
403(b) arrangement, or Code Section 457
deferred compensation plan, and
contributions described in Code Section
414(h)(2) that are picked up by a
governmental employer.

(d) [ ] Compensation will also exclude the
following amounts (choose each that
applies):

(i) [ ] overtime pay

(ii) [ ] bonuses

(iii) [ ] commissions

(iv) [ ] other pay (describe):____________

(v) [ ] compensation in excess of $______

Note: No exclusion under (d) may be selected
if Profit Sharing Contributions will be
integrated with Social Security under
4.C(3)(a)(iii). In addition, no exclusion
under (d) will apply for purposes of
determining the top-heavy minimum
contribution if the Plan is top-heavy.

B. Measuring Period. Compensation will be based on the Plan
Year. However, for an Employee's initial year of participation in the Plan,
Compensation will be recognized as of:

(1) [x] the first day of the Plan Year.

(2) [ ] the date the Participant enters the Plan.

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<PAGE> 105
28. Distributions and Withdrawals.

A. Retirement Distributions.

(1) Normal Retirement Age (Plan Section 7.1). Normal
retirement age will be the later of 65 (not over age 65) or ____
(not more than 5) years of participation in the Plan.

(2) Early Retirement (Plan Section 7.1). Select one:

(a) [x] No early retirement will be permitted.

(b) [ ] Early retirement will be permitted at
age _______

(3) Annuities (Plan Section 9.3). Will your Plan permit
distributions in the form of a life annuity? You must check Yes
if this Plan replaces or serves as a transferee plan for an
existing Plan that permits distributions in a life annuity form.

(a) [x] Yes (b) [ ] No

B. Hardship Distributions (Plan Section 12.2). Will your Plan
permit hardship distributions?

(1) [ ] No

(2) [x] Yes. Indicate below from which Accounts
hardship withdrawals will be permitted
(check all that apply):

(a) [x] Elective Deferral Account

(b) [x] Rollover Account

(d) [ ] Employer Contribution Account (i.e.,
Profit Sharing Contributions)

C. Withdrawals after Age 59 1/2 (Plan Section 12.3). Will your
Plan permit employees over age 59 1/2 to withdraw amounts upon request? You
must check Yes if this Plan replaces an existing Plan that permits withdrawals
after age 59 1/2

(1) [x] Yes (2) [ ] No

D. Withdrawals following Five Years of Participation or Two Years
After Contribution (Plan Section 12.4). Will your Plan permit employees to
withdraw amounts from the vested portion of their Employer Matching
Contribution Accounts and Employer Contribution Accounts (i.e., Profit Sharing
Contributions) if either (i) the Participant has been a Participant for at
least five years, or (ii) the amount withdrawn from each of these Accounts is
limited to the amounts that were credited to that Account prior to the date two
years before

-15-
<PAGE> 106
the withdrawal? You must check Yes if this Plan replaces a Plan which permits
withdrawals in these circumstances.

(1) [ ] Yes (2) [x] No

E. Loans (Plan Section 12.5). Will your Plan permit loans to
employees from the vested portion of their Accounts?

(1) [ ] No

(2) [x] Yes. Indicate below whether loans will
be permitted for any reason or only on
account of hardship:

(a) [x] Any reason.

(b) [ ] Hardship only.

F. Automatic Distribution of Small Accounts (Plan Section 9.1).
Will your Plan automatically distribute vested account balances not exceeding
$3,500, within 60 days after the end of the Plan Year in which a Participant
separates from employment?

(1) [x] Yes (2) [ ] No

29. Vesting (Plan Article 8).

A. Time of Vesting (select (1) or (2) below and complete vesting
schedule).

(1) [x] Single Vesting Schedule:

The vesting schedule selected below will apply to
both Employer Matching Contributions and Profit
Sharing Contributions.

(2) [ ] Dual Vesting Schedules:

The vesting schedule markd with an "MC" below
will apply to Employer Matching Contributions
and the vesting schedule marked with a "PS"
below will apply to Profit Sharing Contributions.

(3) Vesting Schedules:

(a) [ ] 100% vesting immediately upon
participation in the Plan.

(b) [ ] Five-Year Graded Schedule:

Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----

Years of Service 1 2 3 4 5

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<PAGE> 107
(c) [ ] Seven-Year Graded Schedule:

Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----

Years of Service 3 4 5 6 7

(d) [ ] Six-Year Graded Schedule:

Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----
Years of Service 2 3 4 5 6

(e) [ ] Three-Year Cliff Schedule:

Vested Percentage 0% 100%
--- ----

Years of Service 0-2 3

(f) [ ] Five-Year Cliff Schedule:

Vested Percentage 0% 100%
--- ----

Years of Service 0-4 5

(g) [x] Other Schedule (must be at least as
favorable as Seven-Year Graded Schedule
or Five-Year Cliff Schedule):

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(i) Vested Percentage 34% 67% 100% % %
--- --- ---- --- ---
(ii) Years of Service 1 2 3
--- ---
</TABLE>
(4) Top Heavy Schedule:

(a) If you selected above an "Other Schedule,"
specify in the space below the schedule that will apply in Plan
Years that the Plan is top-heavy. The schedule you specify must
be at least as favorable to employees, at all years of service, as
either the Six-Year Graded Schedule or the Three-Year Cliff
Schedule. The top-heavy vesting schedule will be:

(i) [x] the same "Other Schedule" selected
above

(ii) [ ] the following schedule:

Vested Percentage % % % % % %
--- --- --- --- --- ---
Years of Service
--- --- --- --- ---

(iii) Six-Year Graded Schedule

-17-
<PAGE> 108

(iv) Three-Year Cliff Schedule

(b) If the Plan becomes top-heavy in a Plan Year,
will the top-heavy vesting schedule apply for all
subsequent Plan Years?

(i) [ ] Yes [ ] (ii) No

B. Service for Vesting (select (1) or (2) and complete (3)).

(1) [x] All of an employee's service will be used to
determine his Years of Service for purposes of
vesting

(2) [ ] An employee's Years of Service for vesting will
include all years except (check all that apply):

(a) [ ] (New plan) service before the effective
date of the plan

(b) [ ] (Existing plan) service before the
effective date of the existing plan

(3) Will an employee's service for a business acquired by
the Employer that was performed before the acquisition be included
in determining an employee's Years of Service for vesting?

(a) [x] Yes [ ] (ii) No

List below any business acquired on or before the
Effective Date for which an employee's service will be
included in determining an employee's Years of Service
for vesting. Service of an employee for a predecessor
employer (which includes an acquired business) whose
plan the Employer maintains must be included as
service for the Employer under this Plan. Therefore,
also list below any predecessor employer whose plan
the Employer maintains:
_____________________
_____________________

C. Hours of Service for Vesting. The number of Hours of Service
req tired for crediting a Year of Service for vesting will be (check one):

(1) [x] 1,000 Hours of Service

(2) [ ] _______ Hours of Service (under l,000)

Hours of Service for vesting will be credited
according to the method selected under 3.C(6).

D. Year of Service Measuring Period for Vesting (Plan Section
2.52). The periods of 12 months used for measuring Years of Service will be
(check one):

(1) [x] Plan Years

-18-
<PAGE> 109
(2) [ ] 12-month Eligibility Periods

Note: If you are adopting this Plan to replace an existing
plan, employees will be credited under this Plan with all
service credited to them under the plan you are replacing.

30. Investments (Plan Sections 13.2 and 13.3).

A. Available Investment Products (Plan Section 13.2). The
investment options available under the Plan are identified in the Service
Agreement or such other written instructions between the Employer and Putnam,
as the case may be. All Investment Products must be sponsored, underwritten,
managed or expressly agreed to in writing by Putnam. If there is any amount in
the Trust Fund for which no instructions or unclear instructions are delivered,
it will be invested in the default option selected by the Employer in its
Service Agreement with Putnam, or such other written instructions as the case
may be, until instructions are received in good order, and the Employer will be
deemed to have selected the option indicated in its Service Agreement, or such
other written instructions as the case may be, as an available Investment
Product for that purpose.

B. Instructions (Plan Section 13.3). Investment instructions for
amounts held under the Plan generally will be given by each Participant for his
own Accounts and delivered to Putnam as indicated in the Service Agreement
between Putnam and the Employer. Check below only if the Employer will make
investment decisions under the Plan with respect to the following contributions
made to the Plan. (Check all applicable options.)

(1) [ ] The Employer will make all investment decisions
with respect to all employee contributions,
including Elective Deferrals, Participant
Contributions, Deductible Employee Contributions
and Rollover Contributions.

(2) [ ] The Employer will make all investment decisions
with respect to all Employer contributions,
including Profit Sharing Contributions, Employer
Matching Contributions, Qualified Matching
Contributions and Qualified Nonelective
Contributions.

(3) [x] The Employer will make investment decisions with
respect to Employer Matching Contributions and
Qualified Matching Contributions.

(4) [ ] The Employer will make investment decisions with
respect to Qualified Nonelective Contributions.

(5) [ ] The Employer will make investment decisions with
respect to Profit Sharing Contributions.

(6) [ ] Other (Describe. An Employer may elect to make
investment decisions with respect to a specified
portion of a specific type of contribution to the
Plan.):
_____________________
_____________________

C. Changes. Investment instructions may be changed (check one):

(1) [x] on any Valuation Date (daily)

-19-
<PAGE> 110
(2) [ ] on the first day of any month (monthly)

(3) [ ] on the first day of the first, fourth, seventh
and tenth months in a Plan Year (quarterly)

D. Employer Stock. (Skip this paragraph if you did not designate
Employer Stock as an investment under the Service Agreement.)

(1) Voting. Employer Stock will be voted as follows:

(a) [x] In accordance with the Employer's
instructions.

(b) [ ] In accordance with the Participant's
instructions. Participants are hereby
appointed named fiduciaries for the
purpose of the voting of Employer Stock
in accordance with Plan Section 13.8.

(2) Tendering. Employer stock will be tendered as
follows:

(a) [x] In accordance with the Employer's
instructions.

(b) [ ] In accordance with the Participant's
instructions. Participants are hereby
appointed named fiduciaries for the
purpose of the tendering of Employer
Stock in accordance with Plan Section
13.8.

31. Administration.

E. Plan Administrator (Plan Section 15.1). You may appoint a
person or a committee to serve as Plan Administrator. If you do not appoint a
Plan Administrator, the Plan provides that the Employer will be the Plan
Administrator.

The initial Plan Administrator will be (check one):

[ ] This person: ________________

[ ] A committee composed of these people:
_____________________
_____________________

F. Recordkeeper (Plan Section 15.4). Unless Putnam expressly
permits otherwise, you must appoint Putnam as Recordkeeper to perform certain
routine services determined upon execution of a written Service Agreement
between Putnam and the Employer.

The initial Record keeper will be: Putnam Fiduciary Trust Company
Putnam Retail 401(k) B-2-B
859 Willard Street
Quincy, MA 02269-9110

-20-
<PAGE> 111
32. Determination Letter Required. You may not rely on an opinion letter
issued to Putnam by the National Office of the Internal Revenue
Service as evidence that the Plan is qualified under Section 401 of
the Internal Revenue Code. In order to obtain reliance with respect
to qualification of the Plan, you must receive a determination letter
from the appropriate Key District Office of Internal Revenue. Putnam
will prepare an application for such a letter upon your request at a
fee agreed upon by the parties.

Putnam will inform you of all amendments it makes to the prototype
plan. If Putnam ever discontinues or abandons the prototype plan,
Putnam will inform you. This Plan Agreement #001 may be used only in
conjunction with Putnam's Basic Plan Document #07.

* * * * *

If you have any questions regarding this Plan Agreement, contact
Putnam at:

Putnam Defined Contribution Plans
One Putnam Place B2B
859 Willard Street
Quincy, MA 02269

Phone: 1-800-752-5766

-21-
<PAGE> 112
* * * * *

EMPLOYER'S ADOPTION OF PUTNAM
FLEXIBLE 401(k) AND PROFIT SHARING PLAN

The Employer named below hereby adopts a PUTNAM FLEXIBLE 401(k) AND PROFIT
SHARING PLAN, and appoints Putnam Fiduciary Trust Company to serve as Trustee
of the Plan. The Employer acknowledges that it has received copies of the
current prospectus for each Investment Product available under the Plan, and
represents that it will deliver copies of the then current prospectus for each
such Investment Product to each Participant before each occasion on which the
Participant makes an investment instruction as to his Account. The Employer
further acknowledges that the Plan will be acknowledged by Putnam as a Putnam
Flexible 401(k) and Profit Sharing Plan only upon Putnam's acceptance of this
Plan Agreement.

Investment Options

The Employer hereby elects the following as the investment options available
under the Plan:

<TABLE>
<S> <C>
Putnam Money Market Fund Putnam Diversified Income Trust

The George Putnam Fund of Boston The Putnam Fund for Growth and Income

Putnam International Growth Fund Putnam New Opportunities Fund

Putnam Vista Fund Putnam Voyager Fund
</TABLE>

The following investment option shall be the default option: Putnam Money
Market Fund (select the default option from among the investment options
listed above).

Employer signature(s) to adopt Plan: Date of signature:

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

Please print name(s) of authorized person(s) signing above:

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

A new Plan must be signed by the last day of the Plan Year in which the Plan
is to be effective.

-22-
<PAGE> 113
* * * * *

ACCEPTANCE OF PUTNAM FIDUCIARY TRUST COMPANY AS TRUSTEE

The Trustee accepts appointment in accordance with the terms and conditions of
the Plan, effective as of the date of execution by the Employer set forth
above.

Putnam Fiduciary Trust Company, Trustee

By:
-----------------------------------

-23-
<PAGE> 114
* * * * *

ACCEPTANCE BY PUTNAM

Putnam hereby accepts this Employer's Plan as a prototype established under
Putnam Basic Plan Document #07.

Putnam Mutual Funds Corp.

By:
--------------------------------------

-24-

<PAGE> 1
EXHIBIT 4.2

1996 STOCK OPTION PLAN
<PAGE> 2
RIBOZYME PHARMACEUTICALS, INC.

1996 STOCK OPTION PLAN

ADOPTED FEBRUARY 29, 1996

33. PURPOSES.

(a) The purpose of the Plan is to provide a means by which selected
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to purchase stock of the Company.

(b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Directors of or Consultants to the Company or
its Affiliates, to secure and retain the services of new Employees, Directors
and Consultants, and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.

(c) The Company intends that the Options issued under the Plan shall,
in the discretion of the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to subsection 3(c), be
either Incentive Stock Options or Nonstatutory Stock Options. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to Section 6,
and a separate certificate or certificates will be issued for shares purchased
on exercise of each type of Option.

(d) This Plan is a successor to the Company's Incentive Stock Option and
Non-Qualified Stock Option Plans (together the "1992 Option Plans"), which were
merged, amended and restated to read as set forth herein. Options previously
granted pursuant to the 1992 Option Plans shall be governed by the terms of the
1992 Option Plans and shall not be amended or modified by this Plan.
<PAGE> 3
Any shares which were previously reserved for issuance under the 1992 Option
Plans but which were not granted pursuant to those plans are reserved for
issuance pursuant to Section 4 hereof.

34. DEFINITIONS.

(a) "AFFILIATE" means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code.

(b) "BOARD" means the Board of Directors of the Company.

(d) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

(e) "COMPANY" means Ribozyme Pharmaceuticals, Incorporated, a Delaware
corporation.

(f) "CONSULTANT" means any person, including an advisor, engaged by
the Company or an Affiliate to render consulting services and who is
compensated for such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company or who are
not compensated by the Company for their services as Directors.

(g) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means
that the service of an individual to the Company, whether as an Employee,
Director or Consultant, is not interrupted or terminated. The Board, in its
sole discretion, may determine whether Continuous Status as an Employee,
Director or Consultant shall be considered interrupted in the case of: (i) any
leave of absence approved by the Board, including sick leave, military leave,
or any other personal leave; or (ii) transfers between the Company, Affiliates
or their successors.

<PAGE> 4
(h) "COVERED EMPLOYEE" means the chief executive officer and the four
(4) other highest compensated officers of the Company for whom total
compensation is required to be reported to stockholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code.

(i) "DIRECTOR" means a member of the Board.

(j) "DISINTERESTED PERSON" means a Director who either (i) was not
during the one year prior to service as an administrator of the Plan granted or
awarded equity securities pursuant to the Plan or any other plan of the Company
or any affiliate entitling the participants therein to acquire equity
securities of the Company or any affiliate except as permitted by Rule
16b-3(c)(2)(i); or (ii) is otherwise considered to be a "disinterested person"
in accordance with Rule 16b-3(c)(2)(i), or any other applicable rules,
regulations or interpretations of the Securities and Exchange Commission.

(k) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(m) "FAIR MARKET VALUE" means the value of the common stock as
determined in good faith by the Board.

(n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

(o) "NONSTATUTORY STOCK OPTION" means an Option not intended to
qualify as an Incentive Stock Option.

<PAGE> 5
(p) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

(q) "OPTION" means a stock option granted pursuant to the Plan.

(r) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of
the Plan.

(s) "OPTIONEE" means a person who holds an outstanding Option.

(t) "OUTSIDE DIRECTOR" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated corporation"
receiving compensation for prior services (other than benefits under a tax
qualified pension plan), was not an officer of the Company or an "affiliated
corporation" at any time, and is not currently receiving direct or indirect
remuneration from the Company or an "affiliated corporation" for services in
any capacity other than as a Director, or (ii) is otherwise considered an
"outside director" for purposes of Section 162(m) of the Code.

(u) "PLAN" means this 1996 Stock Option Plan.

(v) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.

35. ADMINISTRATION.

(a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(c).

<PAGE> 6
(b) The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

(1) To determine from time to time which of the persons eligible
under the Plan shall be granted Options; when and how each Option shall be
granted; whether an Option will be an Incentive Stock Option or a Nonstatutory
Stock Option; the provisions of each Option granted (which need not be
identical), including the time or times such Option may be exercised in whole
or in part; and the number of shares for which an Option shall be granted to
each such person.

(2) To construe and interpret the Plan and Options granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Option Agreement, in a
manner and to the extent it shall deem necessary or expedient to make the Plan
fully effective.

(3) To amend the Plan or an Option as provided in Section 11.

(4) Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of the
Company.

(c) The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members (the "Committee"), all of the
members of which Committee shall be Disinterested Persons and may also be, in
the discretion of the Board, Outside Directors. If administration is delegated
to a Committee, the Committee shall have, in connection with the administration
of the Plan, the powers theretofore possessed by the Board (and references in
this Plan to the Board shall thereafter be to the Committee), subject, however,
to such resolutions, not inconsistent with the provisions of the Plan, as may
be adopted from time to time by the Board. The Board may abolish the Committee
at any time and revest in the Board the administration of

<PAGE> 7
the Plan. Additionally, prior to the date of the first registration of an
equity security of the Company under Section 12 of the Exchange Act, and
notwithstanding anything to the contrary contained herein, the Board may
delegate administration of the Plan to any person or persons and the term
"Committee" shall apply to any person or persons to whom such authority has
been delegated. Notwithstanding anything in this Section 3 to the contrary,
the Board or the Committee may delegate to a committee of one or more members
of the Board the authority to grant Options to eligible persons who (1) are not
then subject to Section 16 of the Exchange Act and/or (2) are either (i) not
then Covered Employees and are not expected to be Covered Employees at the time
of recognition of income resulting from such Option, or (ii) not persons with
respect to whom the Company wishes to comply with Section 162(m) of the Code.

(d) Any requirement that an administrator of the Plan be a
Disinterested Person shall not apply (i) prior to the date of the first
registration of an equity security of the Company under Section 12 of the
Exchange Act, or (ii) if the Board or the Committee expressly declares that
such requirement shall not apply. Any Disinterested Person shall otherwise
comply with the requirements of Rule 16b-3.

36. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, the stock that may be sold pursuant to Options shall not
exceed in the aggregate 1,317,838 shares of the Company's common stock. If any
Option shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, the stock not purchased under such
Option shall revert to and again become available for issuance under the Plan.

<PAGE> 8
(b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.

37. ELIGIBILITY.

(a) Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options may be granted only to Employees, Directors or
Consultants.

(b) A Director shall in no event be eligible for the benefits of the
Plan unless at the time discretion is exercised in the selection of the
Director as a person to whom Options may be granted, or in the determination of
the number of shares which may be covered by Options granted to the Director:
(i) the Board has delegated its discretionary authority over the Plan to a
Committee which consists solely of Disinterested Persons; or (ii) the Plan
otherwise complies with the requirements of Rule 16b-3. The Board shall
otherwise comply with the requirements of Rule 16b-3. This subsection 5(b)
shall not apply (i) prior to the date of the first registration of an equity
security of the Company under Section 12 of the Exchange Act, or (ii) if the
Board or Committee expressly declares that it shall not apply.

(c) No person shall be eligible for the grant of an Incentive Stock
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to Section 424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of
any of its Affiliates unless the exercise price of such Incentive Stock Option
is at least one hundred ten percent (110%) of the Fair Market Value of such
stock at the date of grant and the Option is not exercisable after the
expiration of five (5) years from the date of grant.

<PAGE> 9
(d) Subject to the provisions of Section 10 relating to adjustments
upon changes in stock, no person shall be eligible to be granted Options
covering more than 55,555 shares of the Company's common stock in any calendar
year.

38. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and
conditions as the Board shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

(a) TERM. No Option shall be exercisable after the expiration of ten
(10) years from the date it was granted.

(b) PRICE. The exercise price of each Incentive Stock Option shall be
not less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted; the exercise price of
each Nonstatutory Stock Option shall be not less than eighty-five percent (85%)
of the Fair Market Value of the stock subject to the Option on the date the
Option is granted. Notwithstanding the foregoing, an Option (whether an
Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an
exercise price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 424(a) of the Code.

(c) CONSIDERATION. The purchase price of stock acquired pursuant to
an Option shall be paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is exercised, or (ii) at
the discretion of the Board or the Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other common stock of the Company,

<PAGE> 10
(B) according to a deferred payment arrangement, except that payment of the
common stock's "par value" (as defined in the Delaware General Corporation Law)
shall not be made by deferred payment, or other arrangement (which may include,
without limiting the generality of the foregoing, the use of other common stock
of the Company) with the person to whom the Option is granted or to whom the
Option is transferred pursuant to subsection 6(d), or (C.C.) in any other form
of legal consideration that may be acceptable to the Board.

In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable provisions
of the Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement.

(d) TRANSFERABILITY. An Option shall not be transferable except by
will or by the laws of descent and distribution, and shall be exercisable
during the lifetime of the person to whom the Option is granted only by such
person. The person to whom the Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionee, shall thereafter be
entitled to exercise the Option.

(e) VESTING. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that from time to time during
each of such installment periods, the Option may become exercisable ("vest")
with respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. The Option may be

<PAGE> 11
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board
may deem appropriate. The provisions of this subsection 6(e) are subject to
any Option provisions governing the minimum number of shares as to which an
Option may be exercised.

(f) SECURITIES LAW COMPLIANCE. The Company may require any Optionee,
or any person to whom an Option is transferred under subsection 6(d), as a
condition of exercising any such Option, (1) to give written assurances
satisfactory to the Company as to the Optionee's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Option; and (2) to give written assurances satisfactory to the
Company stating that such person is acquiring the stock subject to the Option
for such person's own account and not with any present intention of selling or
otherwise distributing the stock. The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (i) the
issuance of the shares upon the exercise of the Option has been registered
under a then currently effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), or (ii) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities laws. The Company may require the Optionee to provide such other
representations, written assurances or information which the Company shall
determine is necessary, desirable or appropriate to comply with applicable
securities and other laws as a condition of granting an Option to such Optionee
or permitting the Optionee to exercise such

<PAGE> 12
Option. The Company may, upon advice of counsel to the Company, place legends
on stock certificates issued under the Plan as such counsel deems necessary or
appropriate in order to comply with applicable securities laws, including, but
not limited to, legends restricting the transfer of the stock.

(g) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR
CONSULTANT. In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates (to the extent that the Optionee was
entitled to exercise it as of the date of termination) but only within such
period of time ending on the earlier of (i) the date three (3) months after the
termination of the Optionee's Continuous Status as an Employee, Director or
Consultant, or such longer or shorter period specified in the Option Agreement,
or (ii) the expiration of the term of the Option as set forth in the Option
Agreement. If, after termination, the Optionee does not exercise his or her
Option within the time specified in the Option Agreement, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

(h) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous
Status as an Employee, Director or Consultant terminates as a result of the
Optionee's disability, the Optionee may exercise his or her Option (to the
extent that the Optionee was entitled to exercise it as of the date of
termination), but only within such period of time ending on the earlier of (i)
the date twelve (12) months following such termination (or such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of
the term of the Option as set forth in the Option Agreement. If, at the date
of termination, the Optionee is not entitled to exercise his or her entire
Option, the shares covered by the unexercisable portion of the Option shall
revert to and again become

<PAGE> 13
available for issuance under the Plan. If, after termination, the Optionee
does not exercise his or her Option within the time specified herein, the
Option shall terminate, and the shares covered by such Option shall revert to
and again become available for issuance under the Plan.

(i) DEATH OF OPTIONEE. In the event of the death of an Optionee during,
or within a period specified in the Option Agreement after the termination of,
the Optionee's Continuous Status as an Employee, Director or Consultant, the
Option may be exercised (to the extent the Optionee was entitled to exercise
the Option as of the date of death) by the Optionee's estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated to exercise the option upon the Optionee's death pursuant to
subsection 6(d), but only within the period ending on the earlier of (i) the
date eighteen (18) months following the date of death (or such longer or
shorter period specified in the Option Agreement), or (ii) the expiration of
the term of such Option as set forth in the Option Agreement. If, at the time
of death, the Optionee was not entitled to exercise his or her entire Option,
the shares covered by the unexercisable portion of the Option shall revert to
and again become available for issuance under the Plan. If, after death, the
Option is not exercised within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.

(j) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject
to the Option prior to the full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in favor of the Company or to
any other restriction the Board determines to be appropriate.

<PAGE> 14
(k) WITHHOLDING. To the extent provided by the terms of an Option
Agreement, the Optionee may satisfy any federal, state or local tax withholding
obligation relating to the exercise of such Option by any of the following
means or by a combination of such means: (1) tendering a cash payment; (2)
authorizing the Company to withhold shares from the shares of the common stock
otherwise issuable to the Optionee as a result of the exercise of the Option;
or (3) delivering to the Company owned and unencumbered shares of the common
stock of the Company.

39. COVENANTS OF THE COMPANY.

(a) During the terms of the Options, the Company shall keep available
at all times the number of shares of stock required to satisfy such Options.

(b) The Company shall seek to obtain from each regulatory commission
or agency having jurisdiction over the Plan such authority as may be required
to issue and sell shares of stock upon exercise of the Options; provided,
however, that this undertaking shall not require the Company to register under
the Securities Act either the Plan, any Option or any stock issued or issuable
pursuant to any such Option. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority
which counsel for the Company deems necessary for the lawful issuance and sale
of stock under the Plan, the Company shall be relieved from any liability for
failure to issue and sell stock upon exercise of such Options unless and until
such authority is obtained.

40. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

<PAGE> 15
41. MISCELLANEOUS.

(a) The Board shall have the power to accelerate the time at which an
Option may first be exercised or the time during which an Option or any part
thereof will vest pursuant to subsection 6(e), notwithstanding the provisions
in the Option stating the time at which it may first be exercised or the time
during which it will vest.

(b) Neither an Optionee nor any person to whom an Option is
transferred under subsection 6(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
Option unless and until such person has satisfied all requirements for exercise
of the Option pursuant to its terms.

(c) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee, Director, Consultant or
Optionee any right to continue in the employ of the Company or any Affiliate
(or to continue acting as a Director or Consultant) or shall affect the right
of the Company or any Affiliate to terminate the employment of any Employee,
with or without cause, to remove any Director as provided in the Company's
By-Laws and the provisions of the General Corporation Law of the State of
Delaware, or to terminate the relationship of any Consultant in accordance with
the terms of that Consultant's agreement with the Company or Affiliate to which
such Consultant is providing services.

(d) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand
dollars ($100,000), the Options or portions thereof which exceed such limit
(according to the order in which they were granted) shall be treated as
Nonstatutory Stock Options.

<PAGE> 16
(e) (1) The Board or the Committee shall have the authority to
effect, at any time and from time to time (i) the repricing of any outstanding
Options under the Plan and/or (ii) with the consent of the affected holders of
Options, the cancellation of any outstanding Options and the grant in
substitution therefor of new Options under the Plan covering the same or
different numbers of shares of common stock, but having an exercise price per
share not less than eighty five percent (85%) of the Fair Market Value (one
hundred percent (100%) of the Fair Market Value in the case of an Incentive
Stock Option or, in the case of a ten percent (10%) stockholder (as defined in
subsection 5(c)), not less than one hundred and ten percent (110%) of the Fair
Market Value in the case of an Incentive Stock Option) per share of common
stock on the new grant date.

(2) Shares subject to an Option canceled under this subsection
9(e) shall continue to be counted against the maximum award of Options
permitted to be granted pursuant to subsection 5(d) of the Plan. The repricing
of an Option under this subsection 9(e), resulting in a reduction of the
exercise price, shall be deemed to be a cancellation of the original Option and
the grant of a substitute Option; in the event of such repricing, both the
original and the substituted Options shall be counted against the maximum
awards of Options permitted to be granted pursuant to subsection 5(d) of the
Plan. The provisions of this subsection 9(e) shall be applicable only to the
extent required by Section 162(m) of the Code.

42. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject
to any Option (through merger, consolidation, reorganization, recapitalization,
stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by
the Company),

<PAGE> 17
the Plan will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan pursuant to subsection 4(a) and the maximum number
of shares subject to award to any person during any calendar year pursuant to
subsection 5(d), and the outstanding Options will be appropriately adjusted in
the class(es) and number of shares and price per share of stock subject to such
outstanding Options. Such adjustments shall be made by the Board or Committee,
the determination of which shall be final, binding and conclusive. (The
conversion of any convertible securities of the Company shall not be treated as
a "transaction not involving the receipt of consideration by the Company.")

(b) In the event of: (1) a dissolution, liquidation, or sale of all
or substantially all of the assets of the Company; (2) a merger or
consolidation in which the Company is not the surviving corporation; (3) a
reverse merger in which the Company is the surviving corporation but the shares
of the Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise; or (4) the acquisition by any person, entity or
group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any
comparable successor provisions (excluding any employee benefit plan, or
related trust, sponsored or maintained by the Company or any Affiliate of the
Company) of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act, or comparable successor rule) of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors, then to the extent
permitted by applicable law: (i) any surviving or acquiring corporation shall
assume any Options outstanding under the Plan or shall substitute similar
Options (including an option to acquire the same consideration paid to the
stockholders in the transaction described in this subsection 10(b))

<PAGE> 18
for those outstanding under the Plan, or (ii) such Options shall continue in
full force and effect. In the event any surviving or acquiring corporation
refuses to assume such Options, or to substitute similar options for those
outstanding under the Plan, then, with respect to Options held by persons then
performing services as Employees, Directors or Consultants, the time during
which such Options may be exercised shall be accelerated prior to such event
and the Options terminated if not exercised after such acceleration and at or
prior to such event.

43. AMENDMENT OF THE PLAN AND OPTIONS.

(a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 10 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders
of the Company within twelve (12) months before or after the adoption of the
amendment, where the amendment will:

(1) Increase the number of shares reserved for Options under the
Plan;

(2) Modify the requirements as to eligibility for participation
in the Plan (to the extent such modification requires stockholder approval in
order for the Plan to satisfy the requirements of Section 422 of the Code); or

(3) Modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to satisfy the requirements
of Section 422 of the Code or to comply with the requirements of Rule 16b-3.

(b) The Board may in its sole discretion submit any other amendment to
the Plan for stockholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of Section 162(m) of the Code and
the regulations promulgated thereunder regarding

<PAGE> 19
the exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to certain executive officers.

(c) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Optionees with
the maximum benefits provided or to be provided under the provisions of the
Code and the regulations promulgated thereunder relating to Incentive Stock
Options and/or to bring the Plan and/or Incentive Stock Options granted under
it into compliance therewith.

(d) Rights and obligations under any Option granted before amendment
of the Plan shall not be impaired by any amendment of the Plan unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.

(e) The Board at any time, and from time to time, may amend the terms
of any one or more Options; provided, however, that the rights and obligations
under any Option shall not be impaired by any such amendment unless (i) the
Company requests the consent of the person to whom the Option was granted and
(ii) such person consents in writing.

44. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on February 29, 2006, which shall
be within ten (10) years from the date the Plan is adopted by the Board or
approved by the stockholders of the Company, whichever is earlier. No Options
may be granted under the Plan while the Plan is suspended or after it is
terminated.

<PAGE> 20
(b) Rights and obligations under any Option granted while the Plan is
in effect shall not be impaired by suspension or termination of the Plan,
except with the written consent of the person to whom the Option was granted.

45. EFFECTIVE DATE OF PLAN.

The Plan shall become effective as determined by the Board, but no
Options granted under the Plan shall be exercised unless and until the Plan has
been approved by the stockholders of the Company, which approval shall be
within twelve (12) months before or after the date the Plan is adopted by the
Board.

<PAGE> 1
EXHIBIT 5

June 10, 1997

Ribozyme Pharmaceuticals, Inc.
2950 Wilderness Place
Boulder, Colorado 80301

Ladies and Gentlemen:

You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which is expected to be
filed by Ribozyme Pharmaceuticals, Inc. (the "Company") on or about June 11,
1997, with respect to the offer and sale of 650,000 additional shares of the
Company's common stock, $.01 par value ("Company Stock"), issuable under the
Ribozyme Pharmaceuticals, Inc. 401(k) Salary Reduction Plan and Trust and the
1996 Stock Option Plan (the "Plans") as described in the Registration
Statement.

We have examined such records and documents and have made such
investigations of law as we have deemed necessary under the circumstances.
Based on that examination and investigation, it is our opinion that the shares
of Company Stock referred to above will be, when sold in accordance with the
Plans and in the manner described in the Registration Statement, validly
issued, fully paid and non-assessable.

Sincerely yours,

ROTHGERBER, APPEL, POWERS & JOHNSON LLP

/s/ Rothgerber, Appel, Powers & Johnson LLP
-------------------------------------------

<PAGE> 1
EXHIBIT 23.1

Consent of Ernst & Young LLP

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Ribozyme Pharmaceuticals, Inc. 401(k)
Salary Reduction Plan and Trust and the 1996 Stock Option Plan of Ribozyme
Pharmaceuticals, Inc. of our report dated February 6, 1997, with respect to the
financial statements of Ribozyme Pharmaceuticals, Inc. included in its Annual
Report on Form 10-KSB for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Denver, Colorado

June 10, 1997

<PAGE> 1

EXHIBIT 23.2

June 10, 1997

CONSENT OF LEGAL COUNSEL

Ribozyme Pharmaceuticals, Inc.
2950 Wilderness Place
Boulder, Colorado 80301

Ladies and Gentlemen:

We consent to the use in the Form S-8 Registration Statement of
Ribozyme Pharmaceuticals, Inc. (the "Company"), to be filed on or about June
11, 1997, relating to the registration of shares under the Ribozyme
Pharmaceuticals, Inc. 401(k) Salary Reduction Plan and the 1996 Stock Option
Plan, of our name and the statement with respect to our firm under the heading
of "Interests of Named Experts and Counsel" in the Registration Statement.

Sincerely yours,

ROTHGERBER, APPEL, POWERS & JOHNSON LLP

/s/ Rothgerber, Appel, Powers & Johnson LLP
---------------------------------------------

<PAGE> 1
EXHIBIT 24

POWER OF ATTORNEY

Each person executing this Power of Attorney hereby appoints Herbert H.
Davis III, Esq. and Lawrence E. Bullock, or either of them, as his
attorney-in-fact to execute and to file such amendments to this Form S-8
Registration Statement as such attorneys-in-fact, or either of them, may deem
appropriate or withdraw from the registration process this Registration
Statement.

RIBOZYME PHARMACEUTICALS, INC.

By: /s/ Ralph E. Christoffersen
--------------------------------------------
Ralph E. Christoffersen, President and CEO

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Ralph E. Christoffersen Director, President June 10, 1997
- ---------------------------------- and CEO
Ralph E. Christoffersen

/s/ Lawrence E. Bullock Vice President of June 10, 1997
- ---------------------------------- Administration and Finance,
Lawrence E. Bullock CFO and Secretary
(Principal Financial and
Accounting Officer)

/s/ David T. Morgenthaler Director, Chairman June 10, 1997
- ---------------------------------- of the Board
David T. Morgenthaler

/s/ Jeremy L. Curnock Cook Director June 10, 1997
- ----------------------------------
Jeremy L. Curnock Cook

/s/ Anthony B. Evnin Director June 10, 1997
- ----------------------------------
Anthony B. Evnin

/s/ Charles M. Hartman Director June 10, 1997
- ----------------------------------
Charles M. Hartman

/s/ Anders P. Wiklund Director June 10, 1997
- ----------------------------------
Anders P. Wiklund

/s/ Lewis T. Williams Director June 10, 1997
- ----------------------------------
Lewis T. Williams

</TABLE>