Registration No. 333-______

    As filed with the Securities and Exchange Commission on September 5, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                        Alamogordo Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)
          Federal                                         74-2819148
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)
                                 500 10th Street
                          Alamogordo, New Mexico 88310
                    (Address of Principal Executive Offices)

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


                  Alamogordo Federal Savings & Loan Association
                      401(k) Profit Sharing Plan and Trust
                            (Full Title of the Plan)


                                  Copies to:
         R. Miles Ledgerwood                     Beverly J. White, Esquire
President and Chief Executive Officer           Kenneth R. Lehman, Esquire
  Alamogordo Financial Corporation    Luse Lehman Gorman Pomerenk & Schick, P.C.
           500 10th Street                 5335 Wisconsin Ave., N.W., Suite 400
    Alamogordo, New Mexico 88310                  Washington, D.C.  20015
           (505) 437-9334                             (202) 274-2000
    (Name, Address and Telephone
    Number of Agent for Service)

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


     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|



<PAGE>




<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


         Title of                                        Proposed                Proposed
        Securities                Amount                 Maximum                  Maximum                Amount of
          to be                    to be              Offering Price             Aggregate             Registration
        Registered            Registered (1)            Per Share             Offering Price                Fee
------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                                                     <C>
401(k) Participation                (1)                     __                      __                      (2)
Interests

========================================================================================================================
</TABLE>


--------------
(1)  Represents an indeterminate  number of interests in the Alamogordo  Federal
     Savings & Loan  Association  401(k)  Profit  Sharing  Plan and  Trust  (the
     "Plan").
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

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


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with  Section  8(a)  of the  Securities  Act of 1933  and 17  C.F.R.
Section 230.462.




























                                        2

<PAGE>



PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests  in the  Alamogordo  Federal  Savings & Loan
Association  401(k)  Profit  Sharing  Plan and  Trust  (the  "Plan").  Documents
containing the information required by Part I of the Registration Statement have
been or will be sent or given to  participants  in the  Plan,  as  specified  by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by Alamogordo  Financial  Corporation  (the "Company")
pursuant to Sections 13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act
of 1934, as amended (the "Exchange  Act") after the date hereof and 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 by reference into this registration statement
and be part  hereof  from the date of filing of such  documents.  Any  statement
contained  in this  Registration  Statement,  or in a document  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 herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes 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.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     a) The  audited  financial  statements  for the fiscal  year ended June 30,
1999, contained in the Registration  Statement on Form SB-2 (Commission File No.
333-92913)  originally  filed with the  Commission on December 16, 1999, and all
amendments or reports filed for the purpose of updating such description.

     b) The Company's  Quarterly  Reports on Form 10-QSB for the quarters  ended
December 31, 1999 and March 31, 2000  (Commission  File No.  0-29655) filed with
the Commission on April 17, 2000 and May 12, 2000, respectively.

     c) The  description of the common stock,  par value $.10 per share,  of the
Company  contained in the  Registration  Statement on Form SB-2 (Commission File
No.  333-92913)  originally  filed with the Commission on December 16, 1999, and
all amendments or reports filed for the purpose of updating such description.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Generally,  federal regulations define areas for indemnity coverage for
federal mid-tier holding companies, as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the company shall be  indemnified
for:



                                        3

<PAGE>



     (i) Any amount for which that  person  becomes  liable  under a judgment in
such action; and

     (ii) Reasonable costs and expenses,  including reasonable  attorneys' fees,
actually  paid or incurred by that person in defending or settling  such action,
or in  enforcing  his or her rights  under this  section if he or she  attains a
favorable judgement in such enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

                   a.      Settlement,
                   b.      Final judgement against him or her, or
                   c.      Final  judgement  in his or her favor, other than on
                           the merits,

if a majority of the disinterested directors of the company determine that he or
she was  acting  in good  faith  within  the scope of his or her  employment  or
authority  as  he  or  she  could   reasonably   have  perceived  it  under  the
circumstances  and for a purpose he or she could  reasonably have believed under
the  circumstances  was  in  the  best  interest  of the  company.  However,  no
indemnification  shall be made unless the  company  gives the Office at least 60
days notice of its  intention  to make such  indemnification.  Such notice shall
state the facts on which the action arose, the terms of any settlement,  and any
disposition  of the  action  by a court.  Such  notice,  a copy  thereof,  and a
certified copy of the resolution  containing the required  determination  by the
board of directors  shall be sent to the Regional  Director,  who shall promptly
acknowledge  receipt thereof.  The notice period shall run from the date of such
receipt.  No  such  indemnification  shall  be  made  if  the  OTS  advises  the
association in writing, within such notice period, of its objection thereto.

   (c) As used in this paragraph:

     (i) "Action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal or other
proceeding for review;

     (ii) "Court" includes,  without limitation,  any court to which or in which
any appeal or any proceeding for review is brought;

     (iii)  "Final  Judgment"  means a judgment,  decree,  or order which is not
appealable  or as to which the  period for  appeal  has  expired  with no appeal
taken;

     (iv) "Settlement" includes the entry of a judgment by consent or confession
or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.


                                        4

<PAGE>



Item 8.  List of Exhibits.

     The following  exhibits are filed with or  incorporated  by reference  into
this Registration Statement on Form S-8:

     4.1  Alamogordo  Federal Savings & Loan  Association  401(k) Profit Sharing
          Plan and Trust and Adoption Agreement.

     4.2  Summary Plan  Description  for the Alamogordo  Federal  Savings & Loan
          Association 401(k) Profit Sharing Plan and Trust.

     4.3  Investment Direction Form.

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  P.C.  as to the
          legality of the participation interests registered hereby.

     23.1 Consent of Luse Lehman Gorman  Pomerenk & Schick,  P.C.  (contained in
          the opinion included as Exhibit 5).

     23.2 Consent of The Accounting & Consulting Group, L.L.P.

     24.  Power  of  Attorney   (contained  in  the   signature   page  to  this
          Registration Statement).

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
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 bona
fide 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
Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  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  bona fide  offering
thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling


                                        5

<PAGE>



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.


































                                        6


<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 Alamogordo,  State of New Mexico,  on this 1st
day of September, 2000.

                                           ALAMOGORDO FINANCIAL
                                           CORPORATION


                                    By:    /s/ R. Miles Ledgerwood
                                           -------------------------------------
                                           R. Miles Ledgerwood, President and
                                           Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We,  the  undersigned   directors  and  officers  of  Alamogordo  Financial
Corporation  (the "Company")  hereby  severally  constitute and appoint R. Miles
Ledgerwood,  as our true and lawful attorney and agent, to do any and all things
in our names in the capacities  indicated  below which said R. Miles  Ledgerwood
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
participation  interests in the Alamogordo  Federal  Savings & Loan  Association
401(k) Profit Sharing Plan and Trust,  including  specifically,  but not limited
to, power and authority to sign for us in our names in the capacities  indicated
below  the  registration   statement  and  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that  said R.  Miles  Ledgerwood  shall  do or  cause  to be done by  virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                    Title                             Date
----------                    -----                             ----

/s/ R. Miles Ledgerwood
-----------------------      President, Chief            September 1, 2000
R. Miles Ledgerwood          Executive Officer
                             and Director
                             (Principal Executive
                             Officer)
/s/ Norma J. Clute
-----------------------      Chief Financial Officer      September 1, 2000
Norma J. Clute               and Treasurer
                            (Principal Financial
                             and Accounting Officer)

/s/ Robert W. Hamilton
-----------------------      Chairman of the Board        September 1, 2000
Robert W. Hamilton



/s/ Jimmie Randall
-----------------------      Director                     September 1, 2000
Jimmie Randall



<PAGE>






/s/ S. Thomas Overstreet
-----------------------       Director                    September 1, 2000
S. Thomas Overstreet



/s/ Earl E. Wallin
-----------------------       Director                    September 1, 2000
Earl E. Wallin



<PAGE>





     THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Alamogordo, State of New
Mexico, on September 1, 2000.

                                       ALAMOGORDO FEDERAL SAVINGS & LOAN
                                       ASSOCIATION 401(k) PROFIT SHARING PLAN
                                       AND TRUST



                                       /s/ R. Miles Ledgerwood
                              By:      -----------------------------------------
                                       R. Miles Ledgerwood
                                       Plan Administrator

<PAGE>





                                  EXHIBIT INDEX


Exhibit Number             Description
--------------             -----------

     4.1  Alamogordo  Federal Savings & Loan  Association  401(k) Profit Sharing
          Plan and Trust and Adoption Agreement.

     4.2  Summary Plan  Description  for the Alamogordo  Federal  Savings & Loan
          Association 401(k) Profit Sharing Plan and Trust.

     4.3  Investment Direction Form.

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  P.C.  as to the
          legality of the participation interests registered hereby.

     23.1 Consent of Luse Lehman Gorman  Pomerenk & Schick,  P.C.  (contained in
          the opinion included as Exhibit 5).

     23.2 Consent of The Accounting & Consulting Group, L.L.P.

     24   Power  of  Attorney   (contained  in  the   signature   page  to  this
          Registration Statement).




















                                        7


<PAGE>

                                                                     Exhibit 4.1



                          Norwest Bank New Mexico, N.A.
                     Investment Management & Trust Division



                        DEFINED CONTRIBUTION MASTER PLAN
                                       AND
                                 TRUST AGREEMENT


<PAGE>



                                TABLE OF CONTENTS


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

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

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

<PAGE>

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

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

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

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

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

<PAGE>

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

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

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



<PAGE>


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

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

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

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

<PAGE>

        14.12     Special Allocation Rules.................................14.11

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

                       ALPHABETICAL LISTING OF DEFINITIONS

         Plan Definition                            Section Reference
                                                       (Page Number)


100% Limitation..................................................3.19(l) (3.09)
Account.............................................................1.14 (1.05)
Accounting Date.....................................................1.20 (1.05)
Accrued Benefit.....................................................1.15 (1.05)
Actual Deferral Percentage ("ADP") Test...........................14.08 (14.06)
Adoption Agreement..................................................1.04 (1.01)
Advisory Committee..................................................1.06 (1.02)
Annual Addition..................................................3.19(a) (3.07)
Average Contribution Percentage Test..............................14.09 (14.07)
Beneficiary.........................................................1.11 (1.03)
Break in Service for Eligibility Purposes...........................2.03 (2.01)
Break in Service for Vesting Purposes...............................5.07 (5.03)
Cash-out Distribution...............................................5.04 (5.01)
Code................................................................1.25 (1.06)
Codess.411(d)(6) Protected Benefits................................13.02 (13.01)
Compensation........................................................1.12 (1.03)
Compensation for Codess.401(k) Purposes.........................14.03(f) (14.02)
Compensation for Codess.415 Purposes..............................3.19(b) (3.07)
Compensation for Top Heavy Purposes...........................1.33(B)(3) (1.10)
Contract(s)....................................................11.03(c) (11.02)
Custodian Designation..........................................10.03[B] (10.02)
Deemed Cash-out Rule.............................................5.04(C) (5.02)
Deferral Contributions.........................................14.03(g) (14.02)
Deferral Contributions Account....................................14.06 (14.04)
Defined Benefit Plan.............................................3.19(i) (3.08)
Defined Benefit Plan Fraction....................................3.19(j) (3.08)
Defined Contribution Plan........................................3.19(h) (3.08)
Defined Contribution Plan Fraction...............................3.19(k) (3.09)
Determination Date............................................1.33(B)(7) (1.10)
Disability..........................................................1.28 (1.07)
Distribution Date...................................................6.01 (6.01)
Distribution Restrictions......................................14.03(m) (14.03)
Earned Income.......................................................1.13 (1.05)
Effective Date......................................................1.18 (1.05)
Elective Deferrals.............................................14.03(h) (14.02)
Elective Transfer..............................................13.06(A) (13.02)
Eligible Employee..............................................14.03(c) (14.02)
Employee............................................................1.07 (1.02)
Employee Contributions.........................................14.03(n) (14.03)
Employer............................................................1.01 (1.01)

<PAGE>

Employer Contribution Account.....................................14.06 (14.04)
Employer for Codess.415 Purposes..................................3.19(c) (3.08)
Employer for Top Heavy Purposes...............................1.33(B)(6) (1.10)
Employment Commencement Date........................................2.02 (2.01)
ERISA...............................................................1.24 (1.06)
Excess Aggregate Contributions....................................14.09 (14.07)
Excess Amount....................................................3.19(d) (3.08)
Excess Contributions..............................................14.08 (14.06)
Exempt Participant..................................................8.01 (8.01)
Forfeiture Break in Service.........................................5.08 (5.03)
Group Trust Fund..................................................10.16 (10.07)
Hardship......................................................6.01(A)(4) (6.02)
Hardship for Codess.401(k) Purposes................................14.11 (14.10)
Highly Compensated Employee.........................................1.09 (1.02)
Highly Compensated Group.......................................14.03(d) (14.02)
Hour of Service.....................................................1.27 (1.06)
Incidental Insurance Benefits.....................................11.01 (11.01)
Insurable Participant..........................................11.03(d) (11.02)
Investment Manager...............................................9.04(i) (9.01)
Issuing Insurance Company......................................11.03(b) (11.02)
Joint and Survivor Annuity.......................................6.04(A) (6.06)
Key Employee..................................................1.33(B)(1) (1.10)
Leased Employees....................................................1.31 (1.08)
Limitation Year..............................1.17 and 3.19(e) (1.05) and (3.08)
Loan Policy......................................................9.04(A) (9.02)
Mandatory Contributions...........................................14.04 (14.03)
Mandatory Contributions Account...................................14.04 (14.03)
Master or Prototype Plan.........................................3.19(f) (3.08)
Matching Contributions.........................................14.03(i) (14.03)
Maximum Permissible Amount.......................................3.19(g) (3.08)
Minimum Distribution Incidental Benefit (MDIB)...................6.02(A) (6.03)
Multiple Use Limitation...........................................14.10 (14.09)
Named Fiduciary................................................10.03[D] (10.04)
Nonelective Contributions......................................14.03(j) (14.03)
Nonforfeitable......................................................1.16 (1.05)
Nonhighly Compensated Employee.................................14.03(b) (14.02)
Nonhighly Compensated Group....................................14.03(e) (14.02)
Non-Key Employee..............................................1.33(B)(2) (1.10)
Nontransferable Annuity.............................................1.23 (1.05)
Normal Retirement Age...............................................5.01 (5.01)
Owner-Employee......................................................1.08 (1.02)
Paired Plans........................................................1.34 (1.10)
Participant.........................................................1.10 (1.03)
Participant Deductible Contributions................................4.02 (4.01)
Participant Forfeiture..............................................3.05 (3.03)
Participant Loans..............................................10.03[E] (10.05)
Participant Nondeductible Contributions.............................4.01 (4.01)

<PAGE>

Permissive Aggregation Group..................................1.33(B)(5) (1.10)
Plan................................................................1.03 (1.01)
Plan Administrator..................................................1.05 (1.02)
Plan Entry Date.....................................................1.19 (1.05)
Plan Year...........................................................1.17 (1.05)
Policy.........................................................11.03(a) (11.02)
Predecessor Employer................................................1.29 (1.07)
Preretirement Survivor Annuity...................................6.04(B) (6.06)
Qualified Domestic Relations Order..................................6.07 (6.09)
Qualified Matching Contributions...............................14.03(k) (14.03)
Qualified Nonelective Contributions............................14.03(l) (14.03)
Qualifying Employer Real Property..............................10.03[F] (10.05)
Qualifying Employer Securities.................................10.03[F] (10.05)
Related Employers...................................................1.30 (1.07)
Required Aggregation Group....................................1.33(B)(4) (1.10)
Required Beginning Date..........................................6.01(B) (6.02)
Rollover Contributions..............................................4.03 (4.01)
Self-Employed Individual............................................1.08 (1.02)
Service.............................................................1.26 (1.06)
Term Life Insurance Contract......................................11.03 (11.02)
Top Heavy Minimum Allocation.....................................3.04(B) (3.01)
Top Heavy Ratio.....................................................1.33 (1.09)
Trust...............................................................1.21 (1.05)
Trustee.............................................................1.02 (1.01)
Trustee Designation............................................10.03[A] (10.01)
Trust Fund..........................................................1.22 (1.05)
Weighted Average Allocation Method................................14.12 (14.11)
Year of Service for Eligibility Purposes............................2.02 (2.01)
Year of Service for Vesting Purposes................................5.06 (5.03)


<PAGE>


                          Norwest Bank New Mexico, N.A.

              DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                            BASIC PLAN DOCUMENT # 01

    Norwest  Bank New Mexico,  N.A.,  in its  capacity  as Master Plan  Sponsor,
establishes this Master Plan intended to conform to and qualify under ss.401 and
ss.501 of the Internal Revenue Code of 1986, as amended. An Employer establishes
a Plan and Trust under this Master Plan by executing an Adoption  Agreement.  If
the Employer  adopts this Plan as a restated  Plan in  substitution  for, and in
amendment of, an existing plan, the provisions of this Plan, as a restated Plan,
apply solely to an Employee whose employment with the Employer  terminates on or
after the restated  Effective  Date of the  Employer's  Plan.  If an  Employee's
employment with the Employer  terminates  prior to the restated  Effective Date,
that Employee is entitled to benefits  under the Plan as the Plan existed on the
date of the Employee's termination of employment.



                                    ARTICLE I
                                   DEFINITIONS

    1.01  "Employer"  means each  employer  who adopts this Plan by executing an
Adoption Agreement.

    1.02  "Trustee"  means the person or  persons  who as  Trustee  execute  the
Employer's Adoption Agreement, or any successor in office who in writing accepts
the position of Trustee.  The Employer must designate in its Adoption  Agreement
whether the Trustee will administer the Trust as a discretionary Trustee or as a
nondiscretionary  Trustee.  If a person  acts as a  discretionary  Trustee,  the
Employer also may appoint a Custodian. See Article X. If the Master Plan Sponsor
is a bank,  savings and loan, credit union or similar financial  institution,  a
person  other than the Master Plan Sponsor (or its  affiliate)  may not serve as
Trustee or as Custodian of the  Employer's  Plan without the written  consent of
the Master Plan Sponsor.

    1.03 "Plan"  means the  retirement  plan  established  or  continued  by the
Employer in the form of this Agreement,  including the Adoption  Agreement under
which the Employer has elected to  participate in this Master Plan. The Employer
must designate the name of the Plan in its Adoption  Agreement.  An Employer may
execute more than one Adoption Agreement offered under this Master Plan, each of
which will constitute a separate Plan and Trust established or continued by that
Employer. The Plan and the Trust created by each adopting Employer is a separate
Plan and a separate Trust,  independent from the plan and the trust of any other
employer  adopting this Master Plan. All section  references within the Plan are
Plan section references unless the context clearly indicates otherwise.

    1.04  "Adoption  Agreement"  means the  document  executed by each  Employer
adopting  this  Master  Plan.  The terms of this  Master Plan as modified by the
terms of an adopting  Employer's  Adoption Agreement  constitute a separate Plan
and Trust to be construed as a single Agreement.  Each elective provision of the
Adoption  Agreement  corresponds by section reference to the section of the Plan
which grants the  election.  Each Adoption  Agreement  offered under this Master
Plan is either a Nonstandardized  Plan or a Standardized  Plan, as identified in
the preamble to that  Adoption  Agreement.  The  provisions  of this Master Plan
apply  equally  to  Nonstandardized  Plans  and  to  Standardized  Plans  unless
otherwise specified.


<PAGE>


    1.05 "Plan  Administrator"  is the Employer  unless the Employer  designates
another  person to hold the position of Plan  Administrator.  In addition to his
other duties, the Plan Administrator has full responsibility for compliance with
the reporting and disclosure rules under ERISA as respects this Agreement.

    1.06 "Advisory  Committee" means the Employer's  Advisory  Committee as from
time to time constituted.

    1.07 "Employee" means any employee (including a Self-Employed Individual) of
the Employer.  The Employer must specify in its Adoption Agreement any Employee,
or class of Employees,  not eligible to participate in the Plan. If the Employer
elects to exclude collective bargaining employees,  the exclusion applies to any
employee of the Employer included in a unit of employees covered by an agreement
which the  Secretary  of Labor  finds to be a  collective  bargaining  agreement
between employee representatives and one or more employers unless the collective
bargaining  agreement  requires the employee to be included within the Plan. The
term "employee representatives" does not include any organization more than half
the members of which are owners, officers, or executives of the Employer.

    1.08 "Self-Employed  Individual/Owner-Employee."  "Self-Employed Individual"
means an  individual  who has Earned Income (or who would have had Earned Income
but for the fact that the trade or business did not have net  earnings)  for the
taxable  year from the  trade or  business  for  which the Plan is  established.
"Owner-Employee" means a Self-Employed  Individual who is the sole proprietor in
the  case  of  a  sole  proprietorship.   If  the  Employer  is  a  partnership,
"Owner-Employee" means a Self-Employed Individual who is a partner and owns more
than 10% of either the capital or profits interest of the partnership.

    1.09 "Highly  Compensated  Employee"  means an Employee who, during the Plan
Year or during the preceding 12-month period:

    (a) is a more  than 5%  owner of the  Employer  (applying  the  constructive
    ownership rules of Code ss.318,  and applying the principles of Code ss.318,
    for an unincorporated entity);

     (b) has  Compensation in excess of $75,000 (as adjusted by the Commissioner
     of Internal Revenue for the relevant year);

    (c) has  Compensation in excess of $50,000 (as adjusted by the  Commissioner
    of Internal  Revenue for the relevant  year) and is part of the top-paid 20%
    group of employees (based on Compensation for the relevant year); or

    (d) has  Compensation  in excess of 50% of the dollar  amount  prescribed in
    Code  ss.415(b)(1)(A)  (relating to defined benefit plans) and is an officer
    of the Employer.

    If the Employee  satisfies  the  definition in clause (b), (c) or (d) in the
Plan Year but does not  satisfy  clause  (b),  (c) or (d) during  the  preceding
12-month  period and does not satisfy clause (a) in either period,  the Employee
is a  Highly  Compensated  Employee  only  if he is one of the 100  most  highly
compensated  Employees  for the Plan  Year.  The number of  officers  taken into
account  under  clause (d) will not exceed the  greater of 3 or 10% of the total
number (after application of the Code ss.414(q) exclusions) of Employees, but no
more than 50 officers. If no Employee satisfies the Compensation  requirement in
clause (d) for the relevant year, the Advisory  Committee will treat the highest
paid officer as satisfying clause (d) for that year.

<PAGE>


    For purposes of this Section  1.09,  "Compensation"  means  Compensation  as
defined in Section 1.12, except any exclusions from Compensation  elected in the
Employer's  Adoption  Agreement Section 1.12 do not apply, and Compensation must
include  "elective  contributions"  (as defined in Section  1.12).  The Advisory
Committee must make the determination of who is a Highly  Compensated  Employee,
including  the  determinations  of the number and  identity  of the top paid 20%
group, the top 100 paid Employees,  the number of officers  includible in clause
(d)  and  the  relevant   Compensation,   consistent  with  Code  ss.414(q)  and
regulations  issued  under that Code  section.  The Employer may make a calendar
year election to determine the Highly  Compensated  Employees for the Plan Year,
as  prescribed by Treasury  regulations.  A calendar year election must apply to
all plans and  arrangements  of the  Employer.  For  purposes  of  applying  any
nondiscrimination  test  required  under the Plan or under the Code, in a manner
consistent with applicable  Treasury  regulations,  the Advisory  Committee will
treat a Highly  Compensated  Employee and all family members (a spouse, a lineal
ascendant or descendant,  or a spouse of a lineal  ascendant or descendant) as a
single Highly Compensated Employee,  but only if the Highly Compensated Employee
is a more than 5% owner or is one of the 10 Highly  Compensated  Employees  with
the greatest  Compensation for the Plan Year. This aggregation rule applies to a
family  member  even if that  family  member  is a Highly  Compensated  Employee
without family aggregation.

    The term "Highly Compensated Employee" also includes any former Employee who
separated from Service (or has a deemed  Separation from Service,  as determined
under Treasury  regulations) prior to the Plan Year, performs no Service for the
Employer during the Plan Year, and was a Highly Compensated  Employee either for
the separation  year or any Plan Year ending on or after his 55th  birthday.  If
the former Employee's Separation from Service occurred prior to January 1, 1987,
he is a Highly  Compensated  Employee  only if he  satisfied  clause (a) of this
Section 1.09 or received  Compensation in excess of $50,000 during: (1) the year
of his Separation from Service (or the prior year); or (2) any year ending after
his 54th birthday.

    1.10  "Participant"  is an  Employee  who is  eligible  to be and  becomes a
Participant in accordance with the provisions of Section 2.01.

    1.11  "Beneficiary"  is a person  designated by a Participant  who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes  entitled
to a benefit  under  the Plan  remains a  Beneficiary  under the Plan  until the
Trustee has fully distributed his benefit to him. A Beneficiary's  right to (and
the Plan  Administrator's,  the  Advisory  Committee's  or a  Trustee's  duty to
provide to the  Beneficiary)  information  or data  concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.

<PAGE>


    1.12  "Compensation"  means,  except as provided in the Employer's  Adoption
Agreement,   the  Participant's  Earned  Income,  wages,   salaries,   fees  for
professional  service and other amounts received for personal  services actually
rendered in the course of  employment  with the  Employer  maintaining  the plan
(including,  but not limited to,  commissions  paid salesmen,  compensation  for
services on the basis of a  percentage  of  profits,  commissions  on  insurance
premiums,  tips and bonuses).  The Employer must elect in its Adoption Agreement
whether to include  elective  contributions  in the definition of  Compensation.
"Elective contributions" are amounts excludible from the Employee's gross income
under Code  ss.ss.125,  402(a)(8),  402(h) or  403(b),  and  contributed  by the
Employer,  at the  Employee's  election,  to a  Code  ss.401(k)  arrangement,  a
Simplified Employee Pension,  cafeteria plan or tax-sheltered  annuity. The term
"Compensation" does not include:

    (a)  Employer   contributions  (other  than  "elective   contributions,"  if
    includible  in the  definition  of  Compensation  under  Section 1.12 of the
    Employer's  Adoption  Agreement) to a plan of deferred  compensation  to the
    extent  the  contributions  are not  included  in the  gross  income  of the
    Employee for the taxable year in which contributed, on behalf of an Employee
    to a Simplified  Employee Pension Plan to the extent such  contributions are
    excludible from the Employee's gross income,  and any  distributions  from a
    plan of  deferred  compensation,  regardless  of whether  such  amounts  are
    includible in the gross income of the Employee when distributed.

    (b) Amounts realized from the exercise of a non-qualified  stock option,  or
    when  restricted  stock (or  property)  held by an Employee  either  becomes
    freely  transferable  or is no  longer  subject  to a  substantial  risk  of
    forfeiture.

    (c) Amounts realized from the sale,  exchange or other  disposition of stock
    acquired under a stock option described in Part II,  Subchapter D, Chapter 1
    of the Code.

    (d) Other amounts which receive  special tax benefits,  such as premiums for
    group term life  insurance (but only to the extent that the premiums are not
    includible in the gross income of the Employee), or contributions made by an
    Employer  (whether or not under a salary  reduction  agreement)  towards the
    purchase of an annuity contract  described in Code ss.403(b) (whether or not
    the  contributions  are  excludible  from the gross income of the Employee),
    other than "elective  contributions," if elected in the Employer's  Adoption
    Agreement.

    Any reference in this Plan to  Compensation is a reference to the definition
in this Section 1.12, unless the Plan reference specifies a modification to this
definition.  The Advisory  Committee  will take into  account only  Compensation
actually  paid  for  the  relevant  period.  A  Compensation   payment  includes
Compensation by the Employer  through another person under the common  paymaster
provisions in Code ss.ss.3121 and 3306.

(A) Limitations on Compensation.

    (1)  Compensation  dollar  limitation.  For any Plan  Year  beginning  after
December 31, 1988, the Advisory  Committee must take into account only the first
$200,000 (or beginning  January 1, 1990, such larger amount as the  Commissioner
of Internal Revenue may prescribe) of any  Participant's  Compensation.  For any
Plan Year beginning prior to January 1, 1989, this $200,000  limitation (but not
the family aggregation requirement described in the next paragraph) applies only
if the Plan is top heavy for such Plan Year or  operates  as a deemed  top heavy
plan for such Plan Year.

<PAGE>


    (2)  Application of compensation  limitation to certain family members.  The
$200,000  Compensation  limitation  applies to the combined  Compensation of the
Employee and of any family  member  aggregated  with the Employee  under Section
1.09 who is either (i) the  Employee's  spouse;  or (ii) the  Employee's  lineal
descendant  under the age of 19. If, for a Plan Year, the combined  Compensation
of the  Employee  and such family  members who are  Participants  entitled to an
allocation  for that Plan Year exceeds the $200,000  (or  adjusted)  limitation,
"Compensation"  for each such Participant,  for purposes of the contribution and
allocation provisions of Article III, means his Adjusted Compensation.  Adjusted
Compensation  is the  amount  which  bears the same  ratio to the  $200,000  (or
adjusted) limitation as the affected Participant's  Compensation (without regard
to the $200,000  Compensation  limitation) bears to the combined Compensation of
all the affected  Participants  in the family unit.  If the Plan uses  permitted
disparity,  the Advisory  Committee must determine the integration level of each
affected  family  member  Participant  prior to the  proration  of the  $200,000
Compensation  limitation,  but the  combined  integration  level of the affected
Participants may not exceed $200,000 (or the adjusted limitation).  The combined
Excess  Compensation  of the  affected  Participants  in the family unit may not
exceed $200,000 (or the adjusted  limitation)  minus the affected  Participants'
combined integration level (as determined under the preceding sentence).  If the
combined Excess  Compensation  exceeds this limitation,  the Advisory  Committee
will prorate the Excess Compensation  limitation among the affected Participants
in the family unit in proportion to each such individual's Adjusted Compensation
minus his integration  level. If the Employer's Plan is a Nonstandardized  Plan,
the Employer  may elect to use a different  method in  determining  the Adjusted
Compensation  of the  affected  Participants  by  specifying  that  method in an
addendum to the Adoption Agreement, numbered Section 1.12.

(B)   Nondiscrimination.   For   purposes  of   determining   whether  the  Plan
discriminates  in favor of  Highly  Compensated  Employees,  Compensation  means
Compensation as defined in this Section 1.12, except: (1) the Employer may elect
to include or to exclude elective contributions,  irrespective of the Employer's
election in its Adoption Agreement regarding elective contributions; and (2) the
Employer will not give effect to any  elections  made in the  "modifications  to
Compensation  definition"  section  of  Adoption  Agreement  Section  1.12.  The
Employer's  election described in clause (1) must be consistent and uniform with
respect to all Employees and all plans of the Employer for any  particular  Plan
Year.  If  the  Employer's  Plan  is  a  Nonstandardized   Plan,  the  Employer,
irrespective  of clause (2),  may elect to exclude  from this  nondiscrimination
definition  of  Compensation  any items of  Compensation  excludible  under Code
ss.414(s)  and the  applicable  Treasury  regulations,  provided  such  adjusted
definition conforms to the nondiscrimination requirements of those regulations.

    1.13 "Earned Income" means net earnings from self-employment in the trade or
business with respect to which the Employer has established  the Plan,  provided
personal services of the individual are a material income producing factor.  The
Advisory  Committee will determine net earnings without regard to items excluded
from gross income and the  deductions  allocable  to those  items.  The Advisory
Committee  will  determine  net  earnings  after the  deduction  allowed  to the
Self-Employed  Individual  for  all  contributions  made  by the  Employer  to a
qualified  plan and, for Plan Years  beginning  after  December  31,  1989,  the
deduction allowed to the Self-Employed  under Code ss.164(f) for self-employment
taxes.

    1.14 "Account" means the separate account(s) which the Advisory Committee or
the Trustee maintains for a Participant under the Employer's Plan.

    1.15  "Accrued  Benefit"  means  the  amount  standing  in  a  Participant's
Account(s) as of any date derived from both Employer  contributions and Employee
contributions, if any.

    1.16 "Nonforfeitable"  means a Participant's or Beneficiary's  unconditional
claim,  legally  enforceable  against  the Plan,  to the  Participant's  Accrued
Benefit.

<PAGE>


    1.17 "Plan Year" means the fiscal year of the Plan,  the  consecutive  month
period specified in the Employer's Adoption  Agreement.  The Employer's Adoption
Agreement also must specify the "Limitation  Year" applicable to the limitations
on allocations described in Article III. If the Employer maintains Paired Plans,
each Plan must have the same Plan Year.

    1.18  "Effective  Date" of this Plan is the date specified in the Employer's
Adoption Agreement.

    1.19 "Plan Entry Date" means the  date(s)  specified  in Section 2.01 of the
Employer's Adoption Agreement.

    1.20  "Accounting  Date" is the last day of an Employer's Plan Year.  Unless
otherwise  specified  in the Plan,  the  Advisory  Committee  will make all Plan
allocations  for a particular  Plan Year as of the Accounting  Date of that Plan
Year.

    1.21   "Trust" means the separate Trust created under the Employer's Plan.

    1.22 "Trust  Fund" means all  property of every kind held or acquired by the
Employer's Plan, other than incidental benefit insurance contracts.

    1.23 "Nontransferable  Annuity" means an annuity which by its terms provides
that it may not be sold, assigned,  discounted, pledged as collateral for a loan
or  security  for the  performance  of an  obligation  or for any purpose to any
person other than the  insurance  company.  If the Plan  distributes  an annuity
contract, the contract must be a Nontransferable Annuity.

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

    1.25   "Code" means the Internal Revenue Code of 1986, as amended.

    1.26 "Service" means any period of time the Employee is in the employ of the
Employer,  including  any period the  Employee is on an unpaid  leave of absence
authorized by the Employer under a uniform,  nondiscriminatory policy applicable
to all Employees.  "Separation from Service" means the Employee no longer has an
employment relationship with the Employer maintaining this Plan.

    1.27   "Hour of Service" means:

    (a) Each  Hour of  Service  for  which  the  Employer,  either  directly  or
    indirectly,  pays an  Employee,  or for which the  Employee  is  entitled to
    payment, for the performance of duties. The Advisory Committee credits Hours
    of Service  under this  paragraph  (a) to the Employee  for the  computation
    period in which the Employee performs the duties, irrespective of when paid;

    (b) Each  Hour of  Service  for back  pay,  irrespective  of  mitigation  of
    damages,  to which the  Employer  has agreed or for which the  Employee  has
    received an award.  The Advisory  Committee  credits  Hours of Service under
    this  paragraph (b) to the Employee for the  computation  period(s) to which
    the award or the agreement  pertains rather than for the computation  period
    in which the award, agreement or payment is made; and

<PAGE>


    (c) Each  Hour of  Service  for  which  the  Employer,  either  directly  or
    indirectly,  pays an  Employee,  or for which the  Employee  is  entitled to
    payment (irrespective of whether the employment relationship is terminated),
    for reasons  other than for the  performance  of duties during a computation
    period, such as leave of absence,  vacation,  holiday,  sick leave, illness,
    incapacity (including  disability),  layoff, jury duty or military duty. The
    Advisory  Committee will credit no more than 501 Hours of Service under this
    paragraph  (c) to an  Employee  on account of any single  continuous  period
    during which the Employee  does not perform any duties  (whether or not such
    period occurs during a single  computation  period).  The Advisory Committee
    credits  Hours of Service under this  paragraph  (c) in accordance  with the
    rules of  paragraphs  (b) and (c) of Labor  Reg.  ss.2530.200b-2,  which the
    Plan,  by this  reference,  specifically  incorporates  in full  within this
    paragraph (c).

    The Advisory  Committee  will not credit an Hour of Service  under more than
one of the above paragraphs.  A computation  period for purposes of this Section
1.27 is the Plan Year, Year of Service period,  Break in Service period or other
period, as determined under the Plan provision for which the Advisory  Committee
is measuring an Employee's Hours of Service. The Advisory Committee will resolve
any  ambiguity  with respect to the  crediting of an Hour of Service in favor of
the Employee.

(A)  Method of  crediting  Hours of  Service.  The  Employer  must  elect in its
Adoption  Agreement the method the Advisory  Committee  will use in crediting an
Employee with Hours of Service.  For purposes of the Plan, "actual" method means
the determination of Hours of Service from records of hours worked and hours for
which the Employer  makes payment or for which payment is due from the Employer.
If the Employer elects to apply an  "equivalency"  method,  for each equivalency
period for which the Advisory  Committee would credit the Employee with at least
one Hour of Service,  the Advisory  Committee will credit the Employee with: (i)
10 Hours of Service  for a daily  equivalency;  (ii) 45 Hours of  Service  for a
weekly  equivalency;  (iii) 95 Hours of Service for a semimonthly payroll period
equivalency; and (iv) 190 Hours of Service for a monthly equivalency.

(B)  Maternity/paternity  leave.  Solely for purposes of determining whether the
Employee  incurs a Break in  Service  under  any  provision  of this  Plan,  the
Advisory  Committee  must credit Hours of Service  during an  Employee's  unpaid
absence  period due to  maternity  or paternity  leave.  The Advisory  Committee
considers an Employee on maternity or paternity leave if the Employee's  absence
is due to the  Employee's  pregnancy,  the birth of the  Employee's  child,  the
placement with the Employee of an adopted  child,  or the care of the Employee's
child  immediately  following  the  child's  birth or  placement.  The  Advisory
Committee  credits  Hours of Service  under this  paragraph  on the basis of the
number of Hours of Service the Employee would receive if he were paid during the
absence  period or, if the Advisory  Committee  cannot  determine  the number of
Hours of Service the  Employee  would  receive,  on the basis of 8 hours per day
during the absence  period.  The Advisory  Committee will credit only the number
(not exceeding 501) of Hours of Service necessary to prevent an Employee's Break
in Service.  The Advisory  Committee  credits all Hours of Service  described in
this paragraph to the computation  period in which the absence period begins or,
if the  Employee  does not need  these  Hours of  Service  to prevent a Break in
Service  in the  computation  period in which his  absence  period  begins,  the
Advisory  Committee credits these Hours of Service to the immediately  following
computation period.

<PAGE>


    1.28  "Disability"  means the  Participant,  because of a physical or mental
disability,  will be unable to perform the duties of his  customary  position of
employment (or is unable to engage in any substantial  gainful  activity) for an
indefinite  period  which  the  Advisory  Committee  considers  will  be of long
continued  duration.  A Participant  also is disabled if he incurs the permanent
loss or loss of use of a member  or  function  of the  body,  or is  permanently
disfigured,  and  incurs  a  Separation  from  Service.  The  Plan  considers  a
Participant   disabled  on  the  date  the  Advisory  Committee  determines  the
Participant  satisfies the definition of disability.  The Advisory Committee may
require a Participant  to submit to a physical  examination  in order to confirm
disability.  The Advisory  Committee  will apply the  provisions of this Section
1.28 in a  nondiscriminatory,  consistent and uniform manner.  If the Employer's
Plan is a Nonstandardized Plan, the Employer may provide an alternate definition
of disability in an addendum to its Adoption Agreement, numbered Section 1.28.

    1.29 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the plan of
a  predecessor  employer,  the Plan  treats  service  of the  Employee  with the
predecessor  employer as service with the  Employer.  If the  Employer  does not
maintain the plan of a predecessor  employer,  the Plan does not credit  service
with the predecessor employer, unless the Employer identifies the predecessor in
its Adoption Agreement and specifies the purposes for which the Plan will credit
service with that predecessor employer.

    1.30  RELATED   EMPLOYERS.   A  related  group  is  a  controlled  group  of
corporations  (as defined in Code ss.414(b)),  trades or businesses  (whether or
not incorporated)  which are under common control (as defined in Code ss.414(c))
or an  affiliated  service  group  (as  defined  in  Code  ss.414(m)  or in Code
ss.414(o)).  If the Employer is a member of a related group, the term "Employer"
includes the related group  members for purposes of crediting  Hours of Service,
determining  Years of Service  and Breaks in Service  under  Articles  II and V,
applying the  Participation  Test and the Coverage Test under  Section  3.06(E),
applying the  limitations on allocations in Part 2 of Article III,  applying the
top heavy rules and the minimum  allocation  requirements  of Article  III,  the
definitions of Employee,  Highly Compensated  Employee,  Compensation and Leased
Employee,  and for any other purpose  required by the applicable Code section or
by a Plan  provision.  However,  an Employer may  contribute to the Plan only by
being a  signatory  to the  Execution  Page of the  Adoption  Agreement  or to a
Participation  Agreement to the Employer's Adoption Agreement. If one or more of
the Employer's related group members become Participating Employers by executing
a  Participation  Agreement  to the  Employer's  Adoption  Agreement,  the  term
"Employer" includes the participating  related group members for all purposes of
the Plan, and "Plan  Administrator"  means the Employer that is the signatory to
the Execution Page of the Adoption Agreement.

    If the Employer's Plan is a Standardized Plan, all Employees of the Employer
or of any member of the Employer's related group, are eligible to participate in
the Plan,  irrespective of whether the related group member  directly  employing
the  Employee  is  a  Participating  Employer.  If  the  Employer's  Plan  is  a
Nonstandardized  Plan, the Employer must specify in Section 1.07 of its Adoption
Agreement,  whether  the  Employees  of  related  group  members  that  are  not
Participating  Employers  are  eligible  to  participate  in the  Plan.  Under a
Nonstandardized  Plan,  the Employer may elect to exclude from the definition of
"Compensation" for allocation purposes any Compensation  received from a related
employer that has not executed a Participation Agreement and whose Employees are
not eligible to participate in the Plan.

    1.31 LEASED  EMPLOYEES.  The Plan treats a Leased Employee as an Employee of
the  Employer.  A Leased  Employee is an  individual  (who  otherwise  is not an
Employee  of the  Employer)  who,  pursuant to a leasing  agreement  between the
Employer and any other person,  has performed  services for the Employer (or for
the Employer and any persons  related to the Employer within the meaning of Code
ss.144(a)(3))  on a substantially  full time basis for at least one year and who
performs services historically performed by employees in the Employer's business
field.  If a Leased Employee is treated as an Employee by reason of this Section
1.31  of  the  Plan,  "Compensation"  includes  Compensation  from  the  leasing
organization which is attributable to services performed for the Employer.

<PAGE>


(A) Safe harbor plan exception.  The Plan does not treat a Leased Employee as an
Employee if the leasing  organization  covers the employee in a safe harbor plan
and, prior to application of this safe harbor plan exception, 20% or less of the
Employer's  Employees  (other  than  Highly  Compensated  Employees)  are Leased
Employees.  A safe  harbor  plan  is a money  purchase  pension  plan  providing
immediate  participation,  full  and  immediate  vesting,  and  a  nonintegrated
contribution  formula  equal  to at  least  10% of the  employee's  compensation
without regard to employment by the leasing  organization  on a specified  date.
The safe  harbor  plan  must  determine  the 10%  contribution  on the  basis of
compensation as defined in Code  ss.415(c)(3)  plus elective  contributions  (as
defined in Section 1.12).

(B) Other requirements. The Advisory Committee must apply this Section 1.31 in a
manner consistent with Code  ss.ss.414(n) and 414(o) and the regulations  issued
under those Code sections.  The Employer must specify in the Adoption  Agreement
the  manner  in  which  the Plan  will  determine  the  allocation  of  Employer
contributions  and  Participant  forfeitures  on behalf of a Participant  if the
Participant  is a Leased  Employee  covered by a plan  maintained by the leasing
organization.

     1.32 SPECIAL RULES FOR  OWNER-EMPLOYEES.  The following special  provisions
and restrictions apply to Owner-Employees:

    (a) If the Plan provides  contributions or benefits for an Owner-Employee or
    for a group of  Owner-Employees  who  controls  the trade or  business  with
    respect  to  which  this  Plan  is  established  and the  Owner-Employee  or
    Owner-Employees  also control as Owner-Employees one or more other trades or
    businesses,  plans  must  exist or be  established  with  respect to all the
    controlled  trades or  businesses  so that when the plans are combined  they
    form a single plan which  satisfies the  requirements  of Code ss.401(a) and
    Code  ss.401(d)  with respect to the employees of the  controlled  trades or
    businesses.

    (b) The Plan excludes an Owner-Employee or group of  Owner-Employees  if the
    Owner-Employee  or group of  Owner-Employees  controls  any  other  trade or
    business,  unless the  employees of the other  controlled  trade or business
    participate in a plan which satisfies the requirements of Code ss.401(a) and
    Code  ss.401(d).  The other  qualified plan must provide  contributions  and
    benefits which are not less favorable  than the  contributions  and benefits
    provided for the Owner-Employee or group of Owner-Employees under this Plan,
    or if an  Owner-Employee  is  covered  under  another  qualified  plan as an
    Owner-Employee,  then the plan  established  with  respect  to the  trade or
    business he does control must provide contributions or benefits as favorable
    as those  provided under the most favorable plan of the trade or business he
    does not control.  If the  exclusion of this  paragraph  (b) applies and the
    Employer's Plan is a Standardized  Plan, the Employer may not participate or
    continue to participate in this Master Plan and the Employer's  Plan becomes
    an individually-designed plan for purposes of qualification reliance.

    (c)  For  purposes  of  paragraphs  (a) and (b) of  this  Section  1.32,  an
    Owner-Employee or group of  Owner-Employees  controls a trade or business if
    the Owner-Employee or  Owner-Employees  together (1) own the entire interest
    in an unincorporated trade or business, or (2) in the case of a partnership,
    own more than 50% of either the capital  interest or the profits interest in
    the partnership.


<PAGE>


    1.33  DETERMINATION OF TOP HEAVY STATUS.  If this Plan is the only qualified
plan  maintained by the  Employer,  the Plan is top heavy for a Plan Year if the
top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio is
a fraction,  the  numerator of which is the sum of the present  value of Accrued
Benefits of all Key Employees as of the  Determination  Date and the denominator
of which is a similar sum determined for all Employees.  The Advisory  Committee
must  include in the top heavy  ratio,  as part of the present  value of Accrued
Benefits,  any contribution not made as of the Determination Date but includible
under Code ss.416 and the applicable  Treasury  regulations,  and  distributions
made within the Determination  Period. The Advisory Committee must calculate the
top heavy ratio by disregarding the Accrued Benefit (and distributions,  if any,
of the Accrued Benefit) of any Non-Key Employee who was formerly a Key Employee,
and by disregarding the Accrued Benefit (including distributions, if any, of the
Accrued  Benefit) of an individual who has not received  credit for at least one
Hour of Service with the Employer during the Determination  Period. The Advisory
Committee must  calculate the top heavy ratio,  including the extent to which it
must take into account  distributions,  rollovers and  transfers,  in accordance
with Code ss.416 and the regulations under that Code section.

    If the Employer  maintains  other  qualified  plans  (including a simplified
employee pension plan), or maintained another such plan which now is terminated,
this Plan is top heavy only if it is part of the Required Aggregation Group, and
the top heavy ratio for the Required  Aggregation  Group and for the  Permissive
Aggregation  Group,  if any,  each  exceeds 60%.  The  Advisory  Committee  will
calculate  the top  heavy  ratio in the same  manner  as  required  by the first
paragraph  of this  Section  1.33,  taking  into  account  all plans  within the
Aggregation  Group. To the extent the Advisory  Committee must take into account
distributions   to  a   Participant,   the  Advisory   Committee   must  include
distributions  from a terminated plan which would have been part of the Required
Aggregation  Group  if it were  in  existence  on the  Determination  Date.  The
Advisory  Committee will  calculate the present value of accrued  benefits under
defined benefit plans or simplified  employee  pension plans included within the
group  in  accordance  with  the  terms  of those  plans,  Code  ss.416  and the
regulations under that Code section.  If a Participant in a defined benefit plan
is a Non-Key Employee, the Advisory Committee will determine his accrued benefit
under the accrual method,  if any, which is applicable  uniformly to all defined
benefit plans  maintained by the Employer or, if there is no uniform method,  in
accordance  with the slowest  accrual rate permitted  under the fractional  rule
accrual method described in Code  ss.411(b)(1)(C).  If the Employer  maintains a
defined  benefit plan, the Employer must specify in Adoption  Agreement  Section
3.18 the  actuarial  assumptions  (interest  and  mortality  only) the  Advisory
Committee  will use to calculate  the present  value of benefits  from a defined
benefit plan. If an aggregated  plan does not have a valuation  date  coinciding
with the  Determination  Date,  the  Advisory  Committee  must value the Accrued
Benefits in the  aggregated  plan as of the most recent  valuation  date falling
within the twelve-month  period ending on the Determination Date, except as Code
ss.416 and applicable Treasury regulations require for the first and second plan
year of a defined  benefit plan.  The Advisory  Committee will calculate the top
heavy ratio with reference to the Determination  Dates that fall within the same
calendar year.

(A) Standardized  Plan. If the Employer's Plan is a Standardized  Plan, the Plan
operates  as a  deemed  top  heavy  plan  in  all  Plan  Years,  except,  if the
Standardized Plan includes a Code ss.401(k) arrangement,  the Employer may elect
to apply  the top  heavy  requirements  only in Plan  Years  for  which the Plan
actually is top heavy.  Under a deemed top heavy plan,  the  Advisory  Committee
need not  determine  whether  the Plan  actually is top heavy.  However,  if the
Employer,  in Adoption  Agreement  Section  3.18,  elects to  override  the 100%
limitation,  the Advisory  Committee will need to determine whether a deemed top
heavy Plan's top heavy ratio for a Plan Year exceeds 90%.



<PAGE>


(B) Definitions. For purposes of applying the provisions of this Section 1.33:

    (1) "Key  Employee"  means,  as of any  Determination  Date, any Employee or
    former  Employee (or Beneficiary of such Employee) who, for any Plan Year in
    the  Determination  Period:  (i) has  Compensation  in  excess of 50% of the
    dollar  amount  prescribed  in Code  ss.415(b)(1)(A)  (relating  to  defined
    benefit plans) and is an officer of the Employer;  (ii) has  Compensation in
    excess of the dollar amount prescribed in Code ss.415(c)(1)(A)  (relating to
    defined  contribution  plans)  and is one of the  Employees  owning  the ten
    largest  interests  in the  Employer;  (iii) is a more  than 5% owner of the
    Employer;  or  (iv)  is a more  than  1%  owner  of  the  Employer  and  has
    Compensation of more than $150,000. The constructive ownership rules of Code
    ss.318 (or the principles of that section,  in the case of an unincorporated
    Employer,) will apply to determine ownership in the Employer.  The number of
    officers  taken into account under clause (i) will not exceed the greater of
    3 or 10% of the  total  number  (after  application  of the  Code  ss.414(q)
    exclusions)  of  Employees,  but no more  than  50  officers.  The  Advisory
    Committee will make the determination of who is a Key Employee in accordance
    with Code ss.416(i)(1) and the regulations under that Code section.

    (2) "Non-Key  Employee" is an  employee who does not meet the  definition of
    Key Employee.

    (3)  "Compensation"  means Compensation as determined under Section 1.09 for
    purposes of identifying Highly Compensated Employees.

    (4) "Required  Aggregation  Group"  means:  (i) each  qualified  plan of the
    Employer in which at least one Key Employee  participates at any time during
    the Determination  Period; and (ii) any other qualified plan of the Employer
    which  enables a plan  described in clause (i) to meet the  requirements  of
    Code ss.401(a)(4) or of Code ss.410.

    (5) "Permissive  Aggregation  Group" is the Required  Aggregation Group plus
    any other qualified plans maintained by the Employer, but only if such group
    would satisfy in the aggregate the requirements of Code  ss.401(a)(4) and of
    Code  ss.410.   The  Advisory   Committee   will  determine  the  Permissive
    Aggregation Group.

    (6)  "Employer"  means the  Employer  that adopts this  Plan and any related
    employers described in Section 1.30.

    (7)  "Determination  Date" for any Plan Year is the  Accounting  Date of the
    preceding  Plan Year or, in the case of the first Plan Year of the Plan, the
    Accounting Date of that Plan Year. The "Determination  Period" is the 5 year
    period ending on the Determination Date.

    1.34 "Paired  Plans" means the  Employer has adopted two  Standardized  Plan
Adoption  Agreements offered with this Master Plan, one Adoption Agreement being
a Paired Profit Sharing Plan and one Adoption  Agreement  being a Paired Pension
Plan. A Paired Profit Sharing Plan may include a Code ss.401(k)  arrangement.  A
Paired  Pension Plan must be a money  purchase  pension plan or a target benefit
pension  plan.  Paired Plans must be the subject of a favorable  opinion  letter
issued by the National Office of the Internal Revenue Service.  This Master Plan
does not pair any of its Standardized Plan Adoption Agreements with Standardized
Plan Adoption Agreements under a defined benefit master plan.

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


<PAGE>



                                      2.03
                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS


    2.01  ELIGIBILITY.  Each  Employee  becomes  a  Participant  in the  Plan in
accordance  with  the  participation  option  selected  by the  Employer  in its
Adoption  Agreement.  If this Plan is a restated  Plan,  each Employee who was a
Participant  in the Plan on the day before the  Effective  Date  continues  as a
Participant in the Plan,  irrespective of whether he satisfies the participation
conditions in the restated  Plan,  unless  otherwise  provided in the Employer's
Adoption Agreement.

    2.02  YEAR  OF  SERVICE  -  PARTICIPATION.  For  purposes  of an  Employee's
participation in the Plan under Adoption  Agreement Section 2.01, the Plan takes
into account all of his Years of Service with the  Employer,  except as provided
in Section  2.03.  "Year of Service"  means an  eligibility  computation  period
during which the Employee completes not less than the number of Hours of Service
specified  in  the  Employer's  Adoption  Agreement.   The  initial  eligibility
computation  period is the first 12 consecutive  month period  measured from the
Employment   Commencement  Date.  The  Plan  measures   succeeding   eligibility
computation  periods in accordance  with the option  selected by the Employer in
its Adoption Agreement.  If the Employer elects to measure subsequent periods on
a Plan Year basis,  an Employee who receives  credit for the required  number of
Hours of Service during the initial  eligibility  computation  period and during
the first  applicable  Plan Year will  receive  credit  for two Years of Service
under  Article II.  "Employment  Commencement  Date" means the date on which the
Employee  first  performs an Hour of Service for the  Employer.  If the Employer
elects a service  condition  under  Adoption  Agreement  Section  2.01  based on
months,  the Plan  does not  apply  any Hour of  Service  requirement  after the
completion of the first Hour of Service.

    2.03  BREAK IN  SERVICE  -  PARTICIPATION.  An  Employee  incurs a "Break in
Service" if during any 12  consecutive  month period he does not  complete  more
than 500 Hours of Service with the Employer.  The "12 consecutive  month period"
under this  Section 2.03 is the same 12  consecutive  month period for which the
Plan measures "Years of Service" under Section 2.02.

(A) 2-year  Eligibility.  If the Employer elects a 2 years of service  condition
for eligibility  purposes under Adoption Agreement Section 2.01, the Plan treats
an Employee  who incurs a one year Break in Service  and who has never  become a
Participant  as a new Employee on the date he first  performs an Hour of Service
for the Employer after the Break in Service.

(B)  Suspension  of Years of Service.  The  Employer  must elect in its Adoption
Agreement  whether a  Participant  will incur a  suspension  of Years of Service
after  incurring a one year Break in  Service.  If this rule  applies  under the
Employer's  Plan,  the Plan  disregards  a  Participant's  Years of Service  (as
defined  in  Section  2.02)  earned  prior  to a  Break  in  Service  until  the
Participant  completes  another  Year of  Service  and  the  Plan  suspends  the
Participant's  participation in the Plan. If the Participant completes a Year of
Service  following his Break in Service,  the Plan  restores that  Participant's
pre-Break Years of Service (and the Participant resumes active  participation in
the Plan)  retroactively to the first day of the computation period in which the
Participant earns the first post-Break Year of Service.  The initial computation
period under this Section  2.03(B) is the 12 consecutive  month period  measured
from the date the  Participant  first  receives  credit  for an Hour of  Service
following the one year Break in Service period. The Plan measures any subsequent
periods,  if  necessary,  in a manner  consistent  with the  computation  period
selection in Adoption  Agreement  Section  2.02.  This Section  2.03(B) does not
affect a  Participant's  vesting credit under Article V and, during a suspension
period,  the  Participant's  Account  continues  to share  fully  in Trust  Fund
allocations  under  Section  9.11.  Furthermore,  this Section  2.03(B) will not
result in the restoration of any Year of Service  disregarded under the Break in
Service rule of Section 2.03(A).

<PAGE>


    2.04 PARTICIPATION UPON  RE-EMPLOYMENT.  A Participant whose employment with
the Employer  terminates  will re-enter the Plan as a Participant on the date of
his  re-employment,  subject to the Break in Service rule, if applicable,  under
Section 2.03(B). An Employee who satisfies the Plan's eligibility conditions but
who terminates employment with the Employer prior to becoming a Participant will
become a Participant  on the later of the Plan Entry Date on which he would have
entered  the  Plan  had  he  not  terminated  employment  or  the  date  of  his
re-employment,  subject  to the Break in  Service  rule,  if  applicable,  under
Section 2.03(B). Any Employee who terminates  employment prior to satisfying the
Plan's eligibility  conditions becomes a Participant in accordance with Adoption
Agreement Section 2.01.

    2.05  CHANGE  IN  EMPLOYEE  STATUS.  If a  Participant  has not  incurred  a
Separation from Service but ceases to be eligible to participate in the Plan, by
reason  of  employment  within  an  employment  classification  excluded  by the
Employer under  Adoption  Agreement  Section 1.07,  the Advisory  Committee must
treat  the  Participant  as an  Excluded  Employee  during  the  period  such  a
Participant  is  subject  to the  Adoption  Agreement  exclusion.  The  Advisory
Committee  determines  a  Participant's  sharing in the  allocation  of Employer
contributions and Participant  forfeitures,  if applicable,  by disregarding his
Compensation  paid by the Employer  for services  rendered in his capacity as an
Excluded Employee.  However,  during such period of exclusion,  the Participant,
without  regard to employment  classification,  continues to receive  credit for
vesting under Article V for each included Year of Service and the  Participant's
Account continues to share fully in Trust Fund allocations under Section 9.11.

    If an  Excluded  Employee  who  is not a  Participant  becomes  eligible  to
participate in the Plan by reason of a change in employment  classification,  he
will  participate in the Plan  immediately  if he has satisfied the  eligibility
conditions of Section 2.01 and would have been a Participant  had he not been an
Excluded Employee during his period of Service. Furthermore, the Plan takes into
account all of the Participant's  included Years of Service with the Employer as
an Excluded Employee for purposes of vesting credit under Article V.

    2.06 ELECTION NOT TO  PARTICIPATE.  If the Employer's Plan is a Standardized
Plan,  the  Plan  does  not  permit  an  otherwise  eligible  Employee  nor  any
Participant to elect not to participate in the Plan. If the Employer's Plan is a
Nonstandardized  Plan,  the  Employer  must  specify in its  Adoption  Agreement
whether an Employee  eligible to participate,  or any present  Participant,  may
elect not to  participate  in the Plan.  For an election to be  effective  for a
particular  Plan Year,  the  Employee or  Participant  must file the election in
writing  with the Plan  Administrator  not later than the time  specified in the
Employer's  Adoption  Agreement.  The Employer may not make a contribution under
the Plan for the Employee or for the Participant for the Plan Year for which the
election is effective,  nor for any succeeding Plan Year, unless the Employee or
Participant  re-elects  to  participate  in the  Plan.  After an  Employee's  or
Participant's  election not to  participate  has been effective for at least the
minimum period prescribed by the Employer's Adoption Agreement,  the Employee or
Participant  may  re-elect  to  participate  in the Plan  for any Plan  Year and
subsequent Plan Years. An Employee or Participant may re-elect to participate in
the Plan by filing his election in writing with the Plan Administrator not later
than the time specified in the  Employer's  Adoption  Agreement.  An Employee or
Participant who re-elects to participate may again elect not to participate only
as  permitted  in  the  Employer's  Adoption  Agreement.  If  an  Employee  is a
Self-Employed  Individual,  the  Employee's  election  (except as  permitted  by
Treasury regulations without creating a Code ss.401(k)  arrangement with respect
to that  Self-Employed  Individual) must be effective no later than the date the
Employee  first  would  become a  Participant  in the Plan and the  election  is
irrevocable.  The Plan  Administrator  must furnish an Employee or a Participant
any form  required  for  purposes of an election  under this  Section  2.06.  An
election timely filed is effective for the entire Plan Year.

<PAGE>


    A Participant  who elects not to participate  may not receive a distribution
of his  Accrued  Benefit  attributable  either  to  Employer  or to  Participant
contributions  except as provided under Article IV or under Article VI. However,
for each Plan Year for which a  Participant's  election  not to  participate  is
effective,  the Participant's  Account, if any, continues to share in Trust Fund
allocations  under  Article IX.  Furthermore,  the  Employee or the  Participant
receives vesting credit under Article V for each included Year of Service during
the period the election not to participate is effective.

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


<PAGE>







                                      3.010
                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES


Part 1. Amount of Employer  Contributions  and Plan  Allocations:  Sections 3.01
through 3.06

    3.01 AMOUNT.  For each Plan Year, the Employer  contributes to the Trust the
amount  determined by application  of the  contribution  option  selected by the
Employer in its Adoption Agreement.  The Employer may not make a contribution to
the Trust for any Plan Year to the  extent  the  contribution  would  exceed the
Participants' Maximum Permissible Amounts.

    The Employer  contributes to this Plan on the condition its  contribution is
not due to a mistake  of fact and the  Revenue  Service  will not  disallow  the
deduction  for its  contribution.  The Trustee,  upon  written  request from the
Employer,  must return to the Employer the amount of the Employer's contribution
made  by the  Employer  by  mistake  of  fact or the  amount  of the  Employer's
contribution  disallowed as a deduction under Code ss.404.  The Trustee will not
return any portion of the Employer's  contribution  under the provisions of this
paragraph more than one year after:

     (a) The Employer made the contribution by mistake of fact; or

     (b) The disallowance of the contribution as a deduction,  and then, only to
     the extent of the disallowance.

    The  Trustee  will not  increase  the  amount of the  Employer  contribution
returnable  under  this  Section  3.01  for  any  earnings  attributable  to the
contribution, but the Trustee will decrease the Employer contribution returnable
for any losses  attributable  to it. The Trustee  may  require  the  Employer to
furnish it whatever  evidence the Trustee deems  necessary to enable the Trustee
to confirm  the amount the  Employer  has  requested  be  returned  is  properly
returnable under ERISA.

     3.02  DETERMINATION  OF  CONTRIBUTION.  The  Employer,  from  its  records,
determines the amount of any  contributions  to be made by it to the Trust under
the terms of the Plan.

    3.03 TIME OF PAYMENT OF CONTRIBUTION.  The Employer may pay its contribution
for each Plan Year in one or more installments  without  interest.  The Employer
must make its contribution to the Plan within the time prescribed by the Code or
applicable  Treasury  regulations.  Subject to the consent of the  Trustee,  the
Employer may make its contribution in property rather than in cash, provided the
contribution of property is not a prohibited transaction under the Code or under
ERISA.

    3.04   CONTRIBUTION ALLOCATION.
           -----------------------

(A) Method of  Allocation.  The Employer must specify in its Adoption  Agreement
the manner of allocating each annual Employer contribution to this Trust.

(B) Top Heavy Minimum  Allocation.  The Plan must comply with the  provisions of
this  Section  3.04(B),  subject to the  elections  in the  Employer's  Adoption
Agreement.

    (1) Top Heavy Minimum  Allocation Under  Standardized  Plan.  Subject to the
Employer's election under Section  3.04(B)(3),  the top heavy minimum allocation
requirement  applies to a Standardized Plan for each Plan Year,  irrespective of
whether the Plan is top heavy.

           (a) Each Participant  employed by the Employer on the last day of the
           Plan Year will receive a top heavy minimum  allocation  for that Plan
           Year.  The  Employer  may  elect  in  Section  3.04  of its  Adoption
           Agreement to apply this paragraph (a) only to a Participant  who is a
           Non-Key Employee.

<PAGE>


           (b)  Subject  to any  overriding  elections  in  Section  3.18 of the
           Employer's  Adoption  Agreement,  the top heavy minimum allocation is
           the lesser of 3% of the Participant's  Compensation for the Plan Year
           or the highest  contribution rate for the Plan Year made on behalf of
           any  Participant  for  the  Plan  Year.   However,  if  the  Employee
           participates in Paired Plans, the top heavy minimum  allocation is 3%
           of his Compensation.  If, under Adoption  Agreement Section 3.04, the
           Employer elects to apply paragraph (a) only to a Participant who is a
           Non-Key Employee,  the Advisory Committee will determine the "highest
           contribution  rate" described in the first sentence of this paragraph
           (b) by reference only to the  contribution  rates of Participants who
           are Key Employees for the Plan Year.

    (2) Top Heavy Minimum Allocation Under  Nonstandardized  Plan. The top heavy
minimum allocation  requirement  applies to a Nonstandardized  Plan only in Plan
Years for which the Plan is top  heavy.  Except as  provided  in the  Employer's
Adoption Agreement, if the Plan is top heavy in any Plan Year:

           (a) Each Non-Key Employee who is a Participant and is employed by the
           Employer  on the last day of the Plan Year  will  receive a top heavy
           minimum  allocation  for that Plan Year,  irrespective  of whether he
           satisfies  the Hours of Service  condition  under Section 3.06 of the
           Employer's Adoption Agreement; and

           (b) The top  heavy  minimum  allocation  is the  lesser  of 3% of the
           Non-Key  Employee's  Compensation  for the Plan  Year or the  highest
           contribution  rate  for  the  Plan  Year  made on  behalf  of any Key
           Employee.  However,  if a  defined  benefit  plan  maintained  by the
           Employer  which  benefits  a Key  Employee  depends  on this  Plan to
           satisfy  the  antidiscrimination  rules of Code  ss.401(a)(4)  or the
           coverage  rules of Code ss.410 (or another  plan  benefiting  the Key
           Employee  so depends on such  defined  benefit  plan),  the top heavy
           minimum  allocation  is 3% of  the  Non-Key  Employee's  Compensation
           regardless of the contribution rate for the Key Employees.

    (3) Special Election for Standardized Code ss.401(k) Plan. If the Employer's
Plan is a Standardized  Code ss.401(k)  Plan, the Employer may elect in Adoption
Agreement Section 3.04 to apply the top heavy minimum allocation requirements of
Section 3.04(B)(1) only for Plan Years in which the Plan actually is a top heavy
plan.

    (4) Special  Definitions.  For  purposes of this Section  3.04(B),  the term
"Participant"  includes any Employee  otherwise  eligible to  participate in the
Plan but who is not a Participant  because of his Compensation  level or because
of his failure to make elective deferrals under a Code ss.401(k)  arrangement or
because  of his  failure  to  make  mandatory  contributions.  For  purposes  of
subparagraph (1)(b) or (2)(b),  "Compensation"  means Compensation as defined in
Section  1.12,  except  Compensation  does not include  elective  contributions,
irrespective  of whether the  Employer has elected to include  these  amounts in
Section 1.12 of its Adoption  Agreement,  any exclusion selected in Section 1.12
of the Adoption  Agreement (other than the exclusion of elective  contributions)
does not apply,  and any  modification  to the  definition  of  Compensation  in
Section 3.06 does not apply.

    (5) Determining  Contribution Rates. For purposes of this Section 3.04(B), a
Participant's  contribution rate is the sum of all Employer  contributions  (not
including Employer  contributions to Social Security) and forfeitures  allocated
to the  Participant's  Account for the Plan Year divided by his Compensation for
the entire Plan Year.  However,  for purposes of satisfying a Participant's  top
heavy minimum  allocation in Plan Years  beginning  after December 31, 1988, the
Participant's  contribution  rate does not  include any  elective  contributions
under a Code  ss.401(k)  arrangement  nor any  Employer  matching  contributions
allocated  on the  basis  of those  elective  contributions  or on the  basis of
employee  contributions,  except  a  Nonstandardized  Plan  may  include  in the
contribution  rate any  matching  contributions  not  necessary  to satisfy  the
nondiscrimination requirements of Code ss.401(k) or of Code ss.401(m).

<PAGE>


    If the Employee is a  Participant  in Paired Plans,  the Advisory  Committee
will  consider the Paired  Plans as a single Plan to  determine a  Participant's
contribution  rate and to  determine  whether the Plans  satisfy  this top heavy
minimum allocation requirement.  To determine a Participant's  contribution rate
under a  Nonstandardized  Plan, the Advisory  Committee must treat all qualified
top heavy  defined  contribution  plans  maintained  by the  Employer (or by any
related Employers described in Section 1.30) as a single plan.

    (6) No  Allocations.  If,  for a Plan  Year,  there  are no  allocations  of
Employer  contributions  or  forfeitures  for any  Participant  (for purposes of
Section  3.04  (B)(1)(b))  or for any Key  Employee  (for  purposes  of  Section
3.04(B)(2)(b)),  the Plan does not require any top heavy minimum  allocation for
the Plan Year,  unless a top heavy  minimum  allocation  applies  because of the
maintenance by the Employer of more than one plan.

    (7) Election of Method.  The Employer must specify in its Adoption Agreement
the  manner in which  the Plan will  satisfy  the top heavy  minimum  allocation
requirement.

    (a) If the Employer elects to make any necessary additional  contribution to
    this  Plan,  the  Advisory   Committee  first  will  allocate  the  Employer
    contributions  (and  Participant  forfeitures,  if any) for the Plan Year in
    accordance  with the  provisions of Adoption  Agreement  Section  3.04.  The
    Employer then will  contribute  an additional  amount for the Account of any
    Participant  entitled  under this  Section  3.04(B)  to a top heavy  minimum
    allocation and whose  contribution  rate for the Plan Year,  under this Plan
    and any other plan  aggregated  under  paragraph  (5),  is less than the top
    heavy minimum  allocation.  The additional amount is the amount necessary to
    increase  the  Participant's  contribution  rate  to the top  heavy  minimum
    allocation. The Advisory Committee will allocate the additional contribution
    to the Account of the  Participant  on whose behalf the  Employer  makes the
    contribution.

    (b) If the Employer  elects to guarantee  the top heavy  minimum  allocation
    under  another  plan,  this Plan  does not  provide  the top  heavy  minimum
    allocation  and the Advisory  Committee  will  allocate the annual  Employer
    contributions  (and  Participant  forfeitures)  under  the  Plan  solely  in
    accordance  with the allocation  method  selected  under Adoption  Agreement
    Section 3.04.

    3.05 FORFEITURE  ALLOCATION.  The amount of a Participant's  Accrued Benefit
forfeited  under the Plan is a Participant  forfeiture.  The Advisory  Committee
will allocate Participant forfeitures in the manner specified by the Employer in
its  Adoption  Agreement.  The  Advisory  Committee  will  continue  to hold the
undistributed,  non-vested portion of a terminated Participant's Accrued Benefit
in his Account  solely for his  benefit  until a  forfeiture  occurs at the time
specified in Section 5.09 or if applicable,  until the time specified in Section
9.14. Except as provided under Section 5.04, a Participant will not share in the
allocation of a forfeiture of any portion of his Accrued Benefit.

    3.06 ACCRUAL OF BENEFIT.  The Advisory  Committee will determine the accrual
of benefit (Employer contributions and Participant  forfeitures) on the basis of
the Plan  Year in  accordance  with the  Employer's  elections  in its  Adoption
Agreement.

(A) Compensation  Taken Into Account.  The Employer must specify in its Adoption
Agreement  the  Compensation  the Advisory  Committee is to take into account in
allocating an Employer contribution to a Participant's Account for the Plan Year
in which the Employee first becomes a Participant. For all other Plan Years, the
Advisory  Committee will take into account only the Compensation  determined for
the portion of the Plan Year in which the  Employee  actually is a  Participant.
The Advisory Committee must take into account the Employee's entire Compensation
for the Plan Year to determine  whether the Plan satisfies the top heavy minimum
allocation  requirement of Section 3.04(B). The Employer,  in an addendum to its
Adoption Agreement numbered 3.06(A),  may elect to measure  Compensation for the
Plan Year for allocation  purposes on the basis of a specified period other than
the Plan Year.

<PAGE>


(B) Hours of Service  Requirement.  Subject to the applicable minimum allocation
requirement  of Section  3.04,  the  Advisory  Committee  will not  allocate any
portion of an Employer contribution for a Plan Year to any Participant's Account
if the  Participant  does not complete the  applicable  minimum Hours of Service
requirement specified in the Employer's Adoption Agreement.

(C) Employment  Requirement.  If the Employer's  Plan is a Standardized  Plan, a
Participant   who,  during  a  particular  Plan  Year,   completes  the  accrual
requirements of Adoption  Agreement Section 3.06 will share in the allocation of
Employer  contributions  for that Plan Year  without  regard  to  whether  he is
employed  by the  Employer  on the  Accounting  Date of that Plan  Year.  If the
Employer's  Plan is a  Nonstandardized  Plan,  the Employer  must specify in its
Adoption  Agreement  whether the Participant  will accrue a benefit if he is not
employed  by the  Employer  on the  Accounting  Date of the  Plan  Year.  If the
Employer's  Plan is a money  purchase  plan or a target  benefit  plan,  whether
Nonstandardized  or  Standardized,   the  Plan  conditions  benefit  accrual  on
employment  with the Employer on the last day of the Plan Year for the Plan Year
in which the Employer terminates the Plan.

(D) Other  Requirements.  If the Employer's  Adoption Agreement includes options
for other requirements affecting the Participant's accrual of benefits under the
Plan, the Advisory Committee will apply this Section 3.06 in accordance with the
Employer's Adoption Agreement selections.

(E)  Suspension  of Accrual  Requirements  Under  Nonstandardized  Plan.  If the
Employer's  Plan is a  Nonstandardized  Plan,  the  Employer  may  elect  in its
Adoption  Agreement to suspend the accrual  requirements  elected under Adoption
Agreement  Section 3.06 if, for any Plan Year beginning after December 31, 1989,
the Plan fails to satisfy the  Participation  Test or the Coverage  Test. A Plan
satisfies the Participation Test if, on each day of the Plan Year, the number of
Employees  who  benefit  under the Plan is at least equal to the lesser of 50 or
40% of the total number of Includible Employees as of such day. A Plan satisfies
the  Coverage  Test if, on the last day of each  quarter of the Plan  Year,  the
number of Nonhighly Compensated Employees who benefit under the Plan is at least
equal to 70% of the total number of Includible Nonhighly  Compensated  Employees
as of such day.  "Includible"  Employees are all Employees other than: (1) those
Employees  excluded from  participating  in the Plan for the entire Plan Year by
reason of the  collective  bargaining  unit exclusion or the  nonresident  alien
exclusion   under  Adoption   Agreement   Section  1.07  or  by  reason  of  the
participation  requirements  of Sections 2.01 and 2.03; and (2) any Employee who
incurs a Separation  from Service  during the Plan Year and fails to complete at
least 501 Hours of Service for the Plan Year. A "Nonhighly Compensated Employee"
is an Employee who is not a Highly Compensated  Employee and who is not a family
member aggregated with a Highly Compensated Employee pursuant to Section 1.09 of
the Plan.

    For purposes of the Participation Test and the Coverage Test, an Employee is
benefiting  under the Plan on a  particular  date if, under  Adoption  Agreement
Section  3.04,  he is entitled  to an  allocation  for the Plan Year.  Under the
Participation  Test,  when  determining  whether an  Employee  is entitled to an
allocation under Adoption  Agreement  Section 3.04, the Advisory  Committee will
disregard  any  allocation  required  solely by reason of the top heavy  minimum
allocation,  unless the top heavy minimum allocation is the only allocation made
under the Plan for the Plan Year.

<PAGE>


    If this Section 3.06(E) applies for a Plan Year, the Advisory Committee will
suspend  the  accrual   requirements  for  the  Includible   Employees  who  are
Participants,  beginning first with the Includible Employee(s) employed with the
Employer on the last day of the Plan Year,  then the Includible  Employee(s) who
have the latest  Separation from Service during the Plan Year, and continuing to
suspend  in  descending  order  the  accrual  requirements  for each  Includible
Employee who incurred an earlier Separation from Service, from the latest to the
earliest  Separation  from  Service  date,  until  the Plan  satisfies  both the
Participation  Test and the  Coverage  Test for the  Plan  Year.  If two or more
Includible  Employees  have a  Separation  from  Service  on the same  day,  the
Advisory Committee will suspend the accrual requirements for all such Includible
Employees,  irrespective of whether the Plan can satisfy the Participation  Test
and the Coverage  Test by accruing  benefits for fewer than all such  Includible
Employees.  If the Plan  suspends  the accrual  requirements  for an  Includible
Employee,  that Employee will share in the allocation of Employer  contributions
and Participant  forfeitures,  if any,  without regard to the number of Hours of
Service  he has  earned  for the Plan Year and  without  regard to whether he is
employed  by the  Employer on the last day of the Plan Year.  If the  Employer's
Plan includes Employer matching  contributions  subject to Code ss.401(m),  this
suspension of accrual  requirements  applies  separately  to the Code  ss.401(m)
portion  of the Plan,  and the  Advisory  Committee  will treat an  Employee  as
benefiting  under that  portion of the Plan if he is an  Eligible  Employee  for
purposes of the Code ss.401(m)  nondiscrimination  test. The Employer may modify
the operation of this Section 3.06(E) by electing  appropriate  modifications in
Section 3.06 of its Adoption Agreement.

Part 2. Limitations On Allocations: Sections 3.07 through 3.19

    [Note:  Sections 3.07 through 3.10 apply only to  Participants  in this Plan
who do not participate,  and who have never  participated,  in another qualified
plan or in a welfare benefit fund (as defined in Code  ss.419(e))  maintained by
the Employer.]

     3.07 The  amount  of Annual  Additions  which the  Advisory  Committee  may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum  Permissible  Amount.  If the amount the  Employer  otherwise
would contribute to the  Participant's  Account would cause the Annual Additions
for the Limitation Year to exceed the Maximum  Permissible  Amount, the Employer
will  reduce the amount of its  contribution  so the  Annual  Additions  for the
Limitation Year will equal the Maximum  Permissible  Amount. If an allocation of
Employer  contributions,  pursuant to Section  3.04,  would  result in an Excess
Amount (other than an Excess Amount resulting from the  circumstances  described
in Section  3.10) to the  Participant's  Account,  the Advisory  Committee  will
reallocate the Excess Amount to the remaining  Participants who are eligible for
an  allocation  of  Employer  contributions  for  the  Plan  Year in  which  the
Limitation Year ends. The Advisory  Committee will make this reallocation on the
basis  of the  allocation  method  under  the Plan as if the  Participant  whose
Account  otherwise  would  receive  the  Excess  Amount is not  eligible  for an
allocation of Employer contributions.

    3.08 Prior to the determination of the Participant's actual Compensation for
a Limitation Year, the Advisory Committee may determine the Maximum  Permissible
Amount on the basis of the Participant's  estimated annual Compensation for such
Limitation  Year.  The  Advisory  Committee  must make this  determination  on a
reasonable  and  uniform  basis for all  Participants  similarly  situated.  The
Advisory  Committee  must  reduce  any  Employer  contributions  (including  any
allocation of forfeitures) based on estimated annual  Compensation by any Excess
Amounts carried over from prior years.

    3.09 As soon as is administratively feasible after the end of the Limitation
Year, the Advisory  Committee will determine the Maximum  Permissible Amount for
such Limitation Year on the basis of the Participant's  actual  Compensation for
such Limitation Year.

<PAGE>


    3.10  If,  pursuant  to  Section  3.09,  or  because  of the  allocation  of
forfeitures,  there is an Excess  Amount  with  respect to a  Participant  for a
Limitation  Year,  the Advisory  Committee will dispose of such Excess Amount as
follows:

    (a) The Advisory Committee will return any nondeductible  voluntary Employee
    contributions  to the  Participant to the extent the return would reduce the
    Excess Amount.

    (b) If,  after the  application  of  paragraph  (a), an Excess  Amount still
    exists,  and the Plan covers the  Participant  at the end of the  Limitation
    Year,  then the Advisory  Committee will use the Excess  Amount(s) to reduce
    future  Employer  contributions  (including any  allocation of  forfeitures)
    under  the  Plan  for the  next  Limitation  Year  and for  each  succeeding
    Limitation  Year, as is necessary,  for the  Participant.  If the Employer's
    Plan is a profit  sharing  plan,  the  Participant  may  elect to limit  his
    Compensation  for allocation  purposes to the extent necessary to reduce his
    allocation for the  Limitation  Year to the Maximum  Permissible  Amount and
    eliminate the Excess Amount.

    (c) If,  after the  application  of  paragraph  (a), an Excess  Amount still
    exists,  and the  Plan  does not  cover  the  Participant  at the end of the
    Limitation  Year,  then the Advisory  Committee  will hold the Excess Amount
    unallocated  in a suspense  account.  The Advisory  Committee will apply the
    suspense account to reduce Employer  Contributions  (including allocation of
    forfeitures) for all remaining Participants in the next Limitation Year, and
    in each succeeding  Limitation  Year if necessary.  Neither the Employer nor
    any Employee may contribute to the Plan for any Limitation Year in which the
    Plan is unable to allocate fully a suspense account  maintained  pursuant to
    this paragraph (c).

    (d) The  Advisory  Committee  will not  distribute  any Excess  Amount(s) to
    Participants or to former Participants.

    [Note:  Sections  3.11  through  3.16 apply  only to  Participants  who,  in
addition  to this  Plan,  participate  in one or more  plans  (including  Paired
Plans),  all of which are  qualified  Master or Prototype  defined  contribution
plans or welfare benefit funds (as defined in Code ss.419(e))  maintained by the
Employer during the Limitation Year.]

    3.11 The  amount  of  Annual  Additions  which the  Advisory  Committee  may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed  the  Maximum  Permissible  Amount,  reduced  by the  sum  of any  Annual
Additions  allocated to the Participant's  Accounts for the same Limitation Year
under  this Plan and such other  defined  contribution  plan.  If the amount the
Employer otherwise would contribute to the Participant's Account under this Plan
would  cause  the  Annual  Additions  for the  Limitation  Year to  exceed  this
limitation,  the  Employer  will  reduce the amount of its  contribution  so the
Annual  Additions  under all such plans for the  Limitation  Year will equal the
Maximum Permissible Amount. If an allocation of Employer contributions, pursuant
to Section  3.04,  would result in an Excess Amount (other than an Excess Amount
resulting from the circumstances described in Section 3.10) to the Participant's
Account,  the  Advisory  Committee  will  reallocate  the  Excess  Amount to the
remaining   Participants   who  are  eligible  for  an  allocation  of  Employer
contributions  for the Plan Year in which the Limitation Year ends. The Advisory
Committee  will make this  reallocation  on the basis of the  allocation  method
under the Plan as if the Participant  whose Account  otherwise would receive the
Excess Amount is not eligible for an allocation of Employer contributions.

    3.12 Prior to the determination of the Participant's actual Compensation for
the Limitation  Year, the Advisory  Committee may determine the amounts referred
to in 3.11 above on the basis of the Participant's estimated annual Compensation
for such Limitation Year. The Advisory Committee will make this determination on
a reasonable  and uniform basis for all  Participants  similarly  situated.  The
Advisory Committee must reduce any Employer  contribution  (including allocation
of  forfeitures)  based on estimated  annual  Compensation by any Excess Amounts
carried over from prior years.

<PAGE>


    3.13 As soon as is administratively feasible after the end of the Limitation
Year, the Advisory  Committee will determine the amounts  referred to in 3.11 on
the basis of the Participant's actual Compensation for such Limitation Year.

    3.14  If  pursuant  to  Section  3.13,  or  because  of  the  allocation  of
forfeitures, a Participant's Annual Additions under this Plan and all such other
plans result in an Excess Amount, such Excess Amount will consist of the Amounts
last allocated. The Advisory Committee will determine the Amounts last allocated
by treating  the Annual  Additions  attributable  to a welfare  benefit  fund as
allocated  first,  irrespective of the actual  allocation date under the welfare
benefit fund.

    3.15 The Employer  must specify in its Adoption  Agreement the Excess Amount
attributed to this Plan, if the Advisory Committee allocates an Excess Amount to
a  Participant  on an  allocation  date of this  Plan  which  coincides  with an
allocation date of another plan.

    3.16 The Advisory Committee will dispose of any Excess Amounts attributed to
this Plan as provided in Section 3.10.

    [Note:  Section 3.17 applies only to  Participants  who, in addition to this
Plan,  participate  in one or more qualified  plans which are qualified  defined
contribution  plans  other than a Master or  Prototype  plan  maintained  by the
Employer during the Limitation Year.]

    3.17 SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions which the
Advisory Committee may allocate under this Plan on behalf of any Participant are
limited in  accordance  with the  provisions  of Section 3.11 through  3.16,  as
though  the other plan were a Master or  Prototype  plan,  unless  the  Employer
provides other  limitations in an addendum to the Adoption  Agreement,  numbered
Section 3.17.

    3.18 DEFINED BENEFIT PLAN  LIMITATION.  If the Employer  maintains a defined
benefit plan, or has ever  maintained a defined  benefit plan which the Employer
has  terminated,  then the sum of the  defined  benefit  plan  fraction  and the
defined  contribution  plan fraction for any Participant for any Limitation Year
must not exceed 1.0. The Employer  must  provide in Adoption  Agreement  Section
3.18 the manner in which the Plan will  satisfy  this  limitation.  The Employer
also must provide in its Adoption Agreement Section 3.18 the manner in which the
Plan will  satisfy the top heavy  requirements  of Code ss.416 after taking into
account the existence (or prior maintenance) of the defined benefit plan.

     3.19  DEFINITIONS - ARTICLE III. For purposes of Article III, the following
     terms mean:

    (a) "Annual Addition" - The sum of the following amounts allocated on behalf
    of a Participant for a Limitation  Year, of (i) all Employer  contributions;
    (ii) all forfeitures;  and (iii) all Employee  contributions.  Except to the
    extent provided in Treasury  regulations,  Annual  Additions  include excess
    contributions  described in Code ss.401(k),  excess aggregate  contributions
    described  in  Code  ss.401(m)  and  excess  deferrals   described  in  Code
    ss.402(g),  irrespective  of whether the plan  distributes  or forfeits such
    excess amounts.  Annual  Additions also include Excess Amounts  reapplied to
    reduce Employer  contributions  under Section 3.10.  Amounts allocated after
    March 31,  1984,  to an  individual  medical  account  (as  defined  in Code
    ss.415(l)(2))  included as part of a defined  benefit plan maintained by the
    Employer  are  Annual  Additions.   Furthermore,  Annual  Additions  include
    contributions  paid or accrued  after  December 31, 1985,  for taxable years
    ending after  December 31, 1985,  attributable  to  post-retirement  medical
    benefits  allocated to the separate account of a key employee (as defined in
    Code  ss.419A(d)(3))  under a  welfare  benefit  fund  (as  defined  in Code
    ss.419(e)) maintained by the Employer.

<PAGE>


    (b)  "Compensation"  - For purposes of applying the limitations of Part 2 of
    this Article III,  "Compensation"  means  Compensation as defined in Section
    1.12,  except   Compensation   does  not  include  elective   contributions,
    irrespective of whether the Employer has elected to include these amounts as
    Compensation under Section 1.12 of its Adoption Agreement, and any exclusion
    selected in Section 1.12 of the Adoption Agreement (other than the exclusion
    of elective contributions) does not apply.

    (c)  "Employer"  - The  Employer  that  adopts  this  Plan  and any  related
    employers  described  in Section  1.30.  Solely for purposes of applying the
    limitations  of Part 2 of this  Article III,  the  Advisory  Committee  will
    determine  related  employers  described in Section  1.30 by modifying  Code
    ss.ss.414(b) and (c) in accordance with Code ss.415(h).

    (d) "Excess Amount" - The excess  of the Participant's  Annual Additions for
    the Limitation Year over the Maximum Permissible Amount.

    (e)  "Limitation  Year" - The period selected by the Employer under Adoption
    Agreement  Section 1.17.  All  qualified  plans of the Employer must use the
    same  Limitation  Year.  If the  Employer  amends the  Limitation  Year to a
    different 12 consecutive month period, the new Limitation Year must begin on
    a date  within  the  Limitation  Year  for  which  the  Employer  makes  the
    amendment, creating a short Limitation Year.

    (f) "Master or Prototype  Plan" - A plan the form of which is the subject of
    a  favorable  notification  letter or a  favorable  opinion  letter from the
    Internal Revenue Service.

    (g)  "Maximum  Permissible  Amount" - The  lesser  of (i)  $30,000  (or,  if
    greater,  one-fourth of the defined  benefit  dollar  limitation  under Code
    ss.415(b)(1)(A)),  or (ii)  25% of the  Participant's  Compensation  for the
    Limitation  Year. If there is a short Limitation Year because of a change in
    Limitation  Year,  the  Advisory  Committee  will  multiply  the $30,000 (or
    adjusted) limitation by the following fraction:

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

    (h) "Defined  contribution  plan" - A retirement  plan which provides for an
    individual account for each participant and for benefits based solely on the
    amount contributed to the participant's  account, and any income,  expenses,
    gains and losses,  and any  forfeitures  of  accounts of other  participants
    which the plan may  allocate to such  participant's  account.  The  Advisory
    Committee  must  treat  all  defined  contribution  plans  (whether  or  not
    terminated) maintained by the Employer as a single plan. Solely for purposes
    of the  limitations  of Part 2 of this Article  III, the Advisory  Committee
    will treat employee  contributions made to a defined benefit plan maintained
    by the  Employer  as a separate  defined  contribution  plan.  The  Advisory
    Committee  also will  treat as a  defined  contribution  plan an  individual
    medical  account  (as  defined in Code  ss.415(l)(2))  included as part of a
    defined  benefit  plan  maintained  by the Employer  and, for taxable  years
    ending after December 31, 1985, a welfare  benefit fund under Code ss.419(e)
    maintained by the Employer to the extent there are  post-retirement  medical
    benefits  allocated to the separate account of a key employee (as defined in
    Code ss.419A(d)(3)).

    (i) "Defined  benefit  plan" - A retirement  plan which does not provide for
    individual accounts for Employer contributions.  The Advisory Committee must
    treat all defined  benefit plans (whether or not  terminated)  maintained by
    the Employer as a single plan.

[Note:  The  definitions  in  paragraphs  (j),  (k)  and (l)  apply  only if the
limitation described in Section 3.18 applies to the Employer's Plan.]

<PAGE>


    (j) "Defined benefit plan fraction" -

  Projected annual benefit of the Participant under the defined benefit plan(s)
 The lesser of (i) 125% (subject to the "100% limitation" in paragraph (l)) of
 the dollar limitation in effect under Code ss. 415(b)(1)(A) for the Limitation
      Year, or (ii) 140% of the Participant's average Compensation for his
                   high three (3) consecutive Years of Service

           To determine the denominator of this fraction, the Advisory Committee
    will make any adjustment  required under Code ss.415(b) and will determine a
    Year of  Service,  unless  otherwise  provided  in an  addendum  to Adoption
    Agreement  Section 3.18,  as a Plan Year in which the Employee  completed at
    least 1,000 Hours of Service.  The "projected  annual benefit" is the annual
    retirement  benefit  (adjusted to an  actuarially  equivalent  straight life
    annuity if the plan  expresses  such benefit in a form other than a straight
    life annuity or qualified  joint and  survivor  annuity) of the  Participant
    under the terms of the defined  benefit plan on the assumptions he continues
    employment  until his normal  retirement  age (or current  age, if later) as
    stated in the defined benefit plan, his  compensation  continues at the same
    rate as in effect in the Limitation Year under  consideration until the date
    of his  normal  retirement  age  and  all  other  relevant  factors  used to
    determine  benefits under the defined benefit plan remain constant as of the
    current Limitation Year for all future Limitation Years.

           Current Accrued Benefit.  If the Participant  accrued benefits in one
    or more defined  benefit  plans  maintained  by the  Employer  which were in
    existence on May 6, 1986, the dollar  limitation  used in the denominator of
    this  fraction  will not be less  than  the  Participant's  Current  Accrued
    Benefit.  A  Participant's  Current Accrued Benefit is the sum of the annual
    benefits under such defined  benefit plans which the Participant had accrued
    as of the  end  of the  1986  Limitation  Year  (the  last  Limitation  Year
    beginning before January 1, 1987),  determined  without regard to any change
    in the terms or conditions  of the Plan made after May 5, 1986,  and without
    regard to any cost of living  adjustment  occurring  after May 5, 1986. This
    Current  Accrued  Benefit  rule applies  only if the defined  benefit  plans
    individually and in the aggregate  satisfied the requirements of Code ss.415
    as in effect at the end of the 1986 Limitation Year.

    (k) "Defined contribution plan fraction" -

    The sum, as of the close of the Limitation Year, of the Annual Additions
       to the Participant's Account under the defined contribution plan(s)
            The sum of the lesser of the following amounts determined
 for the Limitation Year and for each prior Year of Service with the Employer:
      (i) 125% (subject to the "100% limitation" in paragraph (l)) of the
             dollar limitation in effect under Code ss.415(c)(1)(A)
              for the Limitation Year (determined without regard to
     the special dollar limitations for employee stock ownership plans), or
       (ii) 35% of the Participant's Compensation for the Limitation Year

<PAGE>


           For purposes of determining the defined  contribution  plan fraction,
    the Advisory  Committee  will not recompute  Annual  Additions in Limitation
    Years   beginning   prior  to  January  1,  1987,   to  treat  all  Employee
    contributions  as Annual  Additions.  If the Plan  satisfied Code ss.415 for
    Limitation Years beginning prior to January 1, 1987, the Advisory  Committee
    will  redetermine  the defined  contribution  plan  fraction and the defined
    benefit  plan  fraction  as of the  end  of the  1986  Limitation  Year,  in
    accordance with this Section 3.19. If the sum of the redetermined  fractions
    exceeds 1.0, the  Advisory  Committee  will  subtract  permanently  from the
    numerator of the defined  contribution  plan fraction an amount equal to the
    product of (1) the excess of the sum of the  fractions  over 1.0,  times (2)
    the  denominator of the defined  contribution  plan fraction.  In making the
    adjustment,  the Advisory Committee must disregard any accrued benefit under
    the defined benefit plan which is in excess of the Current Accrued  Benefit.
    This Plan continues any transitional  rules applicable to the  determination
    of the defined  contribution  plan fraction under the Employer's  Plan as of
    the end of the 1986 Limitation Year.

    (l)  "100%  limitation."  If  the  100%  limitation  applies,  the  Advisory
    Committee  must  determine  the  denominator  of the  defined  benefit  plan
    fraction and the  denominator of the defined  contribution  plan fraction by
    substituting  100% for 125%. If the Employer's Plan is a Standardized  Plan,
    the 100% limitation applies in all Limitation Years, subject to any override
    provisions under Section 3.18 of the Employer's Adoption  Agreement.  If the
    Employer  overrides  the 100%  limitation  under a  Standardized  Plan,  the
    Employer must specify in its Adoption Agreement the manner in which the Plan
    satisfies the extra minimum  benefit  requirement  of Code ss.416(h) and the
    100% limitation must continue to apply if the Plan's top heavy ratio exceeds
    90%. If the Employer's Plan is a  Nonstandardized  Plan, the 100% limitation
    applies  only if: (i) the Plan's top heavy  ratio  exceeds  90%; or (ii) the
    Plan's top heavy ratio is greater than 60%, and the Employer  does not elect
    in its Adoption  Agreement  Section 3.18 to provide extra  minimum  benefits
    which satisfy Code ss.416(h)(2).

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


<PAGE>


                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

    4.01  PARTICIPANT  NONDEDUCTIBLE  CONTRIBUTIONS.  This Plan does not  permit
Participant  nondeductible  contributions unless the Employer maintains its Plan
under a Code ss.401(k) Adoption Agreement. If the Employer does not maintain its
Plan under a Code  ss.401(k)  Adoption  Agreement  and, prior to the adoption of
this Master Plan, the Plan accepted Participant nondeductible  contributions for
a Plan Year beginning after December 31, 1986, those  contributions must satisfy
the  requirements  of Code  ss.401(m).  This  Section 4.01 does not prohibit the
Plan's acceptance of Participant nondeductible  contributions prior to the first
Plan Year  commencing  after the Plan Year in which  the  Employer  adopts  this
Master Plan.

    4.02 PARTICIPANT DEDUCTIBLE  CONTRIBUTIONS.  A qualified Plan may not accept
Participant  deductible  contributions  after April 15, 1987. If the  Employer's
Plan includes Participant deductible  contributions ("DECs") made prior to April
16, 1987,  the Advisory  Committee  must maintain a separate  accounting for the
Participant's  Accrued Benefit  attributable  to DECs,  including DECs which are
part  of a  rollover  contribution  described  in  Section  4.03.  The  Advisory
Committee will treat the accumulated DECs as part of the  Participant's  Accrued
Benefit for all purposes of the Plan, except for purposes of determining the top
heavy ratio under  Section  1.33.  The  Advisory  Committee  may not use DECs to
purchase life insurance on the Participant's behalf.

    4.03  PARTICIPANT  ROLLOVER   CONTRIBUTIONS.   Any  Participant,   with  the
Employer's written consent and after filing with the Trustee the form prescribed
by the Advisory  Committee,  may contribute  cash or other property to the Trust
other  than as a  voluntary  contribution  if the  contribution  is a  "rollover
contribution"  which the Code permits an employee to transfer either directly or
indirectly from one qualified plan to another qualified plan. Before accepting a
rollover   contribution,   the  Trustee  may  require  an  Employee  to  furnish
satisfactory  evidence  that  the  proposed  transfer  is in  fact  a  "rollover
contribution"  which the Code permits an employee to make to a qualified plan. A
rollover contribution is not an Annual Addition under Part 2 of Article III.

    The Trustee will invest the rollover contribution in a segregated investment
Account  for the  Participant's  sole  benefit  unless the Trustee (or the Named
Fiduciary, in the case of a nondiscretionary  Trustee designation),  in its sole
discretion,  agrees to invest  the  rollover  contribution  as part of the Trust
Fund. The Trustee will not have any investment  responsibility with respect to a
Participant's  segregated rollover Account. The Participant,  however, from time
to  time,  may  direct  the  Trustee  in  writing  as to the  investment  of his
segregated  rollover Account in property,  or property  interests,  of any kind,
real,  personal or mixed;  provided however,  the Participant may not direct the
Trustee to make  loans to his  Employer.  A  Participant's  segregated  rollover
Account alone will bear any  extraordinary  expenses  resulting from investments
made at the direction of the  Participant.  As of the Accounting  Date (or other
valuation  date) for each Plan Year,  the Advisory  Committee  will allocate and
credit the net income (or net loss)  from a  Participant's  segregated  rollover
Account and the increase or decrease in the fair market value of the assets of a
segregated  rollover  Account solely to that Account.  The Trustee is not liable
nor  responsible  for  any  loss  resulting  to  any  Beneficiary,  nor  to  any
Participant,  by reason of any sale or  investment  made or other  action  taken
pursuant to and in  accordance  with the  direction of the  Participant.  In all
other  respects,  the Trustee will hold,  administer  and  distribute a rollover
contribution in the same manner as any Employer contribution made to the Trust.


<PAGE>

    An eligible Employee, prior to satisfying the Plan's eligibility conditions,
may make a rollover contribution to the Trust to the same extent and in the same
manner as a  Participant.  If an Employee makes a rollover  contribution  to the
Trust  prior to  satisfying  the Plan's  eligibility  conditions,  the  Advisory
Committee and Trustee must treat the Employee as a Participant  for all purposes
of the Plan except the Employee is not a Participant  for purposes of sharing in
Employer  contributions  or  Participant  forfeitures  under  the Plan  until he
actually  becomes a  Participant  in the Plan.  If the Employee has a Separation
from Service prior to becoming a  Participant,  the Trustee will  distribute his
rollover  contribution  Account  to him as if it were an  Employer  contribution
Account.

    4.04  PARTICIPANT  CONTRIBUTION -  FORFEITABILITY.  A Participant's  Accrued
Benefit  is, at all times,  100%  Nonforfeitable  to the extent the value of his
Accrued Benefit is derived from his Participant  contributions described in this
Article IV.

    4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.  A Participant,  by
giving prior written notice to the Trustee,  may withdraw all or any part of the
value  of  his  Accrued  Benefit  derived  from  his  Participant  contributions
described in this Article IV. A distribution of Participant  contributions  must
comply  with the joint and  survivor  requirements  described  in Article VI, if
those requirements apply to the Participant.  A Participant may not exercise his
right to withdraw the value of his Accrued  Benefit derived from his Participant
contributions  more than once during any Plan Year.  The Trustee,  in accordance
with the direction of the Advisory  Committee,  will  distribute a Participant's
unwithdrawn  Accrued Benefit  attributable to his Participant  contributions  in
accordance  with the provisions of Article VI applicable to the  distribution of
the Participant's Nonforfeitable Accrued Benefit.

    4.06 PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT. The Advisory Committee must
maintain a separate  Account(s) in the name of each  Participant  to reflect the
Participant's  Accrued  Benefit  under  the Plan  derived  from his  Participant
contributions.  A  Participant's  Accrued  Benefit  derived from his Participant
contributions  as of  any  applicable  date  is  the  balance  of  his  separate
Participant contribution Account(s).

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


<PAGE>

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING


    5.01 NORMAL  RETIREMENT AGE. The Employer must define Normal  Retirement Age
in its Adoption Agreement. A Participant's Accrued Benefit derived from Employer
contributions  is 100%  Nonforfeitable  upon  and  after  his  attaining  Normal
Retirement Age (if employed by the Employer on or after that date).

    5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its Adoption
Agreement to provide a  Participant's  Accrued  Benefit  derived  from  Employer
contributions will be 100%  Nonforfeitable if the Participant's  Separation from
Service is a result of his death or his disability.

    5.03 VESTING  SCHEDULE.  Except as provided in Sections  5.01 and 5.02,  for
each Year of Service, a Participant's  Nonforfeitable  percentage of his Accrued
Benefit derived from Employer contributions equals the percentage in the vesting
schedule completed by the Employer in its Adoption Agreement.

(A) Election of Special  Vesting  Formula.  If the Trustee makes a  distribution
(other  than  a  cash-out   distribution   described  in  Section   5.04)  to  a
partially-vested  Participant, and the Participant has not incurred a Forfeiture
Break in Service at the relevant time,  the Advisory  Committee will establish a
separate Account for the  Participant's  Accrued  Benefit.  At any relevant time
following  the   distribution,   the  Advisory   Committee  will  determine  the
Participant's Nonforfeitable Accrued Benefit derived from Employer contributions
in accordance with the following formula: P(AB + (R x D)) - (R x D).

    To apply this formula,  "P" is the Participant's  current vesting percentage
at the relevant time, "AB" is the Participant's Employer-derived Accrued Benefit
at  the  relevant  time,  "R"  is  the  ratio  of  "AB"  to  the   Participant's
Employer-derived  Accrued Benefit immediately following the earlier distribution
and "D" is the amount of the earlier  distribution.  If, under a restated  Plan,
the Plan has made  distribution to a  partially-vested  Participant prior to its
restated  Effective  Date and is  unable  to apply the  cash-out  provisions  of
Section  5.04 to that prior  distribution,  this  special  vesting  formula also
applies to that Participant's remaining Account. The Employer, in an addendum to
its Adoption Agreement,  numbered Section 5.03, may elect to modify this formula
to read as follows: P(AB + D) - D.

    5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION OF
FORFEITED  ACCRUED  BENEFIT.  If,  pursuant  to Article  VI, a  partially-vested
Participant receives a cash-out distribution before he incurs a Forfeiture Break
in Service (as defined in Section 5.08), the cash-out  distribution  will result
in an immediate forfeiture of the nonvested portion of the Participant's Accrued
Benefit   derived   from   Employer   contributions.   See   Section   5.09.   A
partially-vested  Participant is a Participant whose  Nonforfeitable  Percentage
determined  under Section 5.03 is less than 100%. A cash-out  distribution  is a
distribution  of the entire  present value of the  Participant's  Nonforfeitable
Accrued Benefit.

<PAGE>


(A) Restoration and Conditions upon Restoration. A partially-vested  Participant
who is re-employed by the Employer after  receiving a cash-out  distribution  of
the  Nonforfeitable  percentage of his Accrued Benefit may repay the Trustee the
amount of the  cash-out  distribution  attributable  to Employer  contributions,
unless the  Participant  no longer has a right to  restoration  by reason of the
conditions of this Section 5.04(A). If a partially-vested  Participant makes the
cash-out  distribution  repayment,  the  Advisory  Committee,   subject  to  the
conditions  of  this  Section   5.04(A),   must  restore  his  Accrued   Benefit
attributable to Employer  contributions  to the same dollar amount as the dollar
amount of his Accrued  Benefit on the Accounting  Date, or other valuation date,
immediately preceding the date of the cash-out distribution,  unadjusted for any
gains or losses occurring subsequent to that Accounting Date, or other valuation
date.  Restoration of the Participant's  Accrued Benefit includes restoration of
all Code ss.411(d)(6)  protected  benefits with respect to that restored Accrued
Benefit,  in  accordance  with  applicable  Treasury  regulations.  The Advisory
Committee  will not restore a re-employed  Participant's  Accrued  Benefit under
this paragraph if:

     (1) 5 years have elapsed since the Participant's  first  re-employment date
     with the Employer following the cash-out distribution; or

    (2) The  Participant  incurred a Forfeiture  Break in Service (as defined in
    Section  5.08).  This  condition  also  applies  if  the  Participant  makes
    repayment  within the Plan Year in which he incurs the  Forfeiture  Break in
    Service  and that  Forfeiture  Break in Service  would  result in a complete
    forfeiture of the amount the Advisory Committee otherwise would restore.

(B) Time and Method of Restoration.  If neither of the two conditions preventing
restoration of the Participant's Accrued Benefit applies, the Advisory Committee
will restore the  Participant's  Accrued  Benefit as of the Plan Year Accounting
Date  coincident  with or immediately  following the  repayment.  To restore the
Participant's Accrued Benefit, the Advisory Committee,  to the extent necessary,
will allocate to the Participant's Account:

    (1) First,  the amount,  if any, of  Participant  forfeitures  the  Advisory
    Committee would otherwise allocate under Section 3.05;

     (2) Second,  the  amount,  if any, of the Trust Fund net income or gain for
     the Plan Year; and

     (3) Third,  the Employer  contribution for the Plan Year to the extent made
     under a discretionary formula.

    In an addendum to its Adoption Agreement numbered 5.04(B),  the Employer may
eliminate as a means of restoration any of the amounts described in clauses (1),
(2) and (3) or may change the order of priority of these amounts.  To the extent
the amounts described in clauses (1), (2) and (3) are insufficient to enable the
Advisory  Committee  to  make  the  required  restoration,   the  Employer  must
contribute,  without regard to any requirement or condition of Section 3.01, the
additional  amount  necessary  to  enable  the  Advisory  Committee  to make the
required  restoration.  If, for a particular  Plan Year, the Advisory  Committee
must restore the Accrued Benefit of more than one re-employed Participant,  then
the  Advisory  Committee  will  make the  restoration  allocations  to each such
Participant's  Account  in the same  proportion  that a  Participant's  restored
amount for the Plan Year bears to the  restored  amount for the Plan Year of all
re-employed Participants.  The Advisory Committee will not take into account any
allocation  under this Section 5.04 in applying the  limitation  on  allocations
under Part 2 of Article III.

<PAGE>


(C) 0% Vested  Participant.  The Employer must specify in its Adoption Agreement
whether the deemed cash-out rule applies to a 0% vested Participant. A 0% vested
Participant  is a  Participant  whose  Accrued  Benefit  derived  from  Employer
contributions  is  entirely  forfeitable  at the  time  of his  Separation  from
Service.  If the  Participant's  Account is not  entitled  to an  allocation  of
Employer  contributions  for the Plan  Year in which  he has a  Separation  from
Service, the Advisory Committee will apply the deemed cash-out rule as if the 0%
vested  Participant  received  a  cash-out  distribution  on  the  date  of  the
Participant's  Separation from Service. If the Participant's Account is entitled
to an allocation of Employer  contributions  or Participant  forfeitures for the
Plan Year in which he has a Separation from Service, the Advisory Committee will
apply the  deemed  cash-out  rule as if the 0%  vested  Participant  received  a
cash-out  distribution  on the first day of the first Plan Year beginning  after
his Separation from Service. For purposes of applying the restoration provisions
of  this  Section  5.04,  the  Advisory  Committee  will  treat  the  0%  vested
Participant  as repaying  his cash-out  "distribution"  on the first date of his
re-employment  with the Employer.  If the deemed cash-out rule does not apply to
the Employer's  Plan, a 0% vested  Participant will not incur a forfeiture until
he incurs a Forfeiture Break in Service.

    5.05  SEGREGATED  ACCOUNT FOR REPAID  AMOUNT.  Until the Advisory  Committee
restores the  Participant's  Accrued Benefit,  as described in Section 5.04, the
Trustee  will  invest  the  cash-out  amount  the  Participant  has  repaid in a
segregated  Account  maintained  solely for that  Participant.  The Trustee must
invest the amount in the Participant's  segregated  Account in Federally insured
interest  bearing  savings  account(s) or time  deposit(s)  (or a combination of
both), or in other fixed income  investments.  Until commingled with the balance
of the Trust Fund on the date the Advisory  Committee restores the Participant's
Accrued  Benefit,  the  Participant's  segregated  Account remains a part of the
Trust, but it alone shares in any income it earns and it alone bears any expense
or loss it incurs.  Unless the repayment  qualifies as a rollover  contribution,
the Advisory  Committee  will direct the Trustee to repay to the  Participant as
soon as is  administratively  practicable  the full amount of the  Participant's
segregated Account if the Advisory Committee determines either of the conditions
of Section 5.04(A)  prevents  restoration as of the applicable  Accounting Date,
notwithstanding the Participant's repayment.

    5.06 YEAR OF SERVICE - VESTING.  For purposes of vesting under Section 5.03,
Year  of  Service  means  any  12-consecutive  month  period  designated  in the
Employer's  Adoption  Agreement during which an Employee completes not less than
the number of Hours of Service (not exceeding 1,000) specified in the Employer's
Adoption Agreement.  A Year of Service includes any Year of Service earned prior
to the Effective Date of the Plan, except as provided in Section 5.08.

    5.07  BREAK  IN  SERVICE  -  VESTING.  For  purposes  of this  Article  V, a
Participant incurs a "Break in Service" if during any vesting computation period
he does not  complete  more than 500 Hours of Service.  If,  pursuant to Section
5.06, the Plan does not require more than 500 Hours of Service to receive credit
for a Year of  Service,  a  Participant  incurs a Break in  Service in a vesting
computation period in which he fails to complete a Year of Service.

    5.08 INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining "Years
of Service" under Section 5.06, the Plan takes into account all Years of Service
an Employee completes with the Employer except:

    (a) For the sole  purpose  of  determining  a  Participant's  Nonforfeitable
    percentage of his Accrued Benefit derived from Employer  contributions which
    accrued for his benefit  prior to a  Forfeiture  Break in Service,  the Plan
    disregards  any  Year of  Service  after  the  Participant  first  incurs  a
    Forfeiture  Break in Service.  The Participant  incurs a Forfeiture Break in
    Service when he incurs 5 consecutive Breaks in Service.

<PAGE>


     (b) The Plan  disregards any Year of Service  excluded under the Employer's
     Adoption Agreement. The Plan does not apply the Break in Service rule under
     Codess.411(a)(6)(B).  Therefore,  an Employee  need not  complete a Year of
     Service  after a Break in Service  before the Plan takes into  account  the
     Employee's otherwise includible Years of Service under this Article V.

   5.09 FORFEITURE OCCURS.  A Participant's  forfeiture,  if any, of his Accrued
Benefit derived from Employer contributions occurs under the Plan on the earlier
of:

     (a) The last day of the vesting computation period in which the Participant
     first incurs a Forfeiture Break in Service; or

     (b) The date the Participant receives a cash-out distribution.

    The Advisory Committee determines the percentage of a Participant's  Accrued
Benefit  forfeiture,  if any, under this Section 5.09 solely by reference to the
vesting  schedule of Section 5.03. A Participant does not forfeit any portion of
his Accrued  Benefit for any other reason or cause except as expressly  provided
by this Section 5.09 or as provided under Section 9.14.

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


<PAGE>


                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS


    6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.  Unless,  pursuant to Section 6.03,
the  Participant  or the  Beneficiary  elects in writing to a different  time or
method of payment,  the Advisory  Committee  will direct the Trustee to commence
distribution  of a  Participant's  Nonforfeitable  Accrued Benefit in accordance
with  this  Section  6.01.  A  Participant  must  consent,  in  writing,  to any
distribution  required  under  this  Section  6.01 if the  present  value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to
the  Participant,  exceeds $3,500 and the Participant has not attained the later
of Normal Retirement Age or age 62. Furthermore,  the Participant's  spouse also
must consent, in writing,  to any distribution,  for which Section 6.04 requires
the spouse's  consent.  For all  purposes of this Article VI, the term  "annuity
starting  date" means the first day of the first  period for which the Plan pays
an amount as an annuity or in any other  form.  A  distribution  date under this
Article VI, unless otherwise specified within the Plan, is the date or dates the
Employer  specifies in the Adoption  Agreement,  or as soon as  administratively
practicable  following  that  distribution  date.  For  purposes  of the consent
requirements  under this Article VI, if the present  value of the  Participant's
Nonforfeitable Accrued Benefit, at the time of any distribution, exceeds $3,500,
the Advisory  Committee  must treat that present  value as exceeding  $3,500 for
purposes of all subsequent Plan distributions to the Participant.

(A) Separation from Service For a Reason Other Than Death.

    (1)  Participant's  Nonforfeitable  Accrued Benefit Not Exceeding $3,500. If
the  Participant's  Separation  from Service is for any reason other than death,
the Advisory  Committee will direct the Trustee to distribute the  Participant's
Nonforfeitable  Accrued  Benefit  in a lump sum,  on the  distribution  date the
Employer  specifies  in the Adoption  Agreement,  but in no event later than the
60th day following the close of the Plan Year in which the  Participant  attains
Normal  Retirement Age. If the Participant has attained Normal Retirement Age at
the time of his Separation from Service,  the distribution  under this paragraph
will  occur no later than the 60th day  following  the close of the Plan Year in
which the Participant's Separation from Service occurs.

    (2)  Participant's  Nonforfeitable  Accrued Benefit  Exceeds $3,500.  If the
Participant's  Separation  from Service is for any reason other than death,  the
Advisory  Committee  will  direct the Trustee to  commence  distribution  of the
Participant's  Nonforfeitable  Accrued Benefit in a form and at the time elected
by the  Participant,  pursuant to Section 6.03. In the absence of an election by
the  Participant,  the Advisory  Committee will direct the Trustee to distribute
the  Participant's  Nonforfeitable  Accrued  Benefit  in  a  lump  sum  (or,  if
applicable,  the normal  annuity form of  distribution  required  under  Section
6.04),  on the 60th day following the close of the Plan Year in which the latest
of the following events occurs:  (a) the Participant  attains Normal  Retirement
Age; (b) the  Participant  attains age 62; or (c) the  Participant's  Separation
from Service.

    (3) Disability.  If the Participant's  Separation from Service is because of
his  disability,  the  Advisory  Committee  will  direct the  Trustee to pay the
Participant's  Nonforfeitable  Accrued Benefit in lump sum, on the  distribution
date the Employer specifies in the Adoption Agreement, subject to the notice and
consent  requirements of this Article VI and subject to the applicable mandatory
commencement dates described in Paragraphs (1) and (2).

<PAGE>


    (4)  Hardship.  Prior to the  time at  which  the  Participant  may  receive
distribution  under  Paragraphs  (1), (2) or (3), the  Participant may request a
distribution from his  Nonforfeitable  Accrued Benefit in an amount necessary to
satisfy a hardship,  if the Employer elects in the Adoption  Agreement to permit
hardship  distributions.  Unless the Employer  elects  otherwise in the Adoption
Agreement,  a hardship  distribution must be on account of any of the following:
(a) medical  expenses;  (b) the purchase  (excluding  mortgage  payments) of the
Participant's principal residence; (c) post-secondary education tuition, for the
next semester or quarter,  for the Participant or for the Participant's  spouse,
children or dependents;  (d) to prevent the eviction of the Participant from his
principal  residence or the  foreclosure  on the  mortgage of the  Participant's
principal residence; (e) funeral expenses of the Participant's family member; or
(f) the Participant's disability. A partially-vested Participant may not receive
a hardship distribution  described in this Paragraph (A)(4) prior to incurring a
Forfeiture  Break in Service,  unless the  hardship  distribution  is a cash-out
distribution  (as defined in Article V). The Advisory  Committee will direct the
Trustee  to  make  the  hardship   distribution  as  soon  as   administratively
practicable  after  the  Participant  makes a  valid  request  for the  hardship
distribution.

(B) Required  Beginning Date. If any  distribution  commencement  date described
under  Paragraph  (A) of this  Section  6.01,  either  by Plan  provision  or by
Participant election (or nonelection),  is later than the Participant's Required
Beginning Date, the Advisory  Committee  instead must direct the Trustee to make
distribution  on the  Participant's  Required  Beginning  Date,  subject  to the
transitional  election,  if applicable,  under Section 6.03(D).  A Participant's
Required  Beginning Date is the April 1 following the close of the calendar year
in which the Participant attains age 70 1/2. However, if the Participant,  prior
to incurring a Separation from Service,  attained age 70 1/2 by January 1, 1988,
and,  for the five Plan Year  period  ending  in the  calendar  year in which he
attained age 70 1/2 and for all subsequent years, the Participant was not a more
than 5% owner, the Required Beginning Date is the April 1 following the close of
the  calendar  year in which  the  Participant  separates  from  Service  or, if
earlier,  the  April 1  following  the close of the  calendar  year in which the
Participant becomes a more than 5% owner. Furthermore,  if a Participant who was
not a more than 5% owner  attained  age 70 1/2  during  1988 and did not incur a
Separation from Service prior to January 1, 1989, his Required Beginning Date is
April 1, 1990. A mandatory  distribution at the Participant's Required Beginning
Date  will be in lump  sum  (or,  if  applicable,  the  normal  annuity  form of
distribution  required under Section 6.04) unless the  Participant,  pursuant to
the  provisions  of this  Article  VI,  makes a valid  election  to  receive  an
alternative form of payment.

(C) Death of the Participant. The Advisory Committee will direct the Trustee, in
accordance  with  this  Section  6.01(C),  to  distribute  to the  Participant's
Beneficiary the  Participant's  Nonforfeitable  Accrued Benefit remaining in the
Trust at the time of the  Participant's  death.  Subject to the  requirements of
Section  6.04,  the  Advisory  Committee  will  determine  the death  benefit by
reducing  the  Participant's  Nonforfeitable  Accrued  Benefit  by any  security
interest the Plan has against that  Nonforfeitable  Accrued Benefit by reason of
an outstanding Participant loan.

    (1) Deceased  Participant's  Nonforfeitable  Accrued Benefit Does Not Exceed
$3,500.  The Advisory  Committee,  subject to the  requirements of Section 6.04,
must direct the Trustee to distribute the deceased Participant's  Nonforfeitable
Accrued  Benefit  in a  single  sum,  as  soon as  administratively  practicable
following the  Participant's  death or, if later, the date on which the Advisory
Committee  receives  notification  of or otherwise  confirms  the  Participant's
death.

<PAGE>


    (2) Deceased  Participant's  Nonforfeitable  Accrued Benefit Exceeds $3,500.
The  Advisory  Committee  will direct the  Trustee to  distribute  the  deceased
Participant's Nonforfeitable Accrued Benefit at the time and in the form elected
by the Participant or, if applicable by the Beneficiary, as permitted under this
Article  VI. In the  absence  of an  election,  subject to the  requirements  of
Section 6.04,  the Advisory  Committee will direct the Trustee to distribute the
Participant's undistributed  Nonforfeitable Accrued Benefit in a lump sum on the
first  distribution  date  following  the  close of the Plan  Year in which  the
Participant's  death occurs or, if later, the first  distribution date following
the date the Advisory Committee  receives  notification of or otherwise confirms
the Participant's death.

    If the death  benefit  is  payable  in full to the  Participant's  surviving
spouse,  the surviving spouse, in addition to the distribution  options provided
in this  Section  6.01(C),  may  elect  distribution  at any time or in any form
(other than a joint and  survivor  annuity)  this  Article VI would permit for a
Participant.

    6.02  METHOD  OF  PAYMENT  OF  ACCRUED  BENEFIT.   Subject  to  the  annuity
distribution  requirements,   if  any,  prescribed  by  Section  6.04,  and  any
restrictions  prescribed by Section 6.03, a Participant or Beneficiary may elect
distribution  under one, or any combination,  of the following  methods:  (a) by
payment  in a lump  sum;  or (b) by  payment  in  monthly,  quarterly  or annual
installments  over a fixed  reasonable  period of time,  not  exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy of
the  Participant  and his  Beneficiary.  The  Employer may elect in its Adoption
Agreement to modify the methods of payment available under this Section 6.02.

    The  distribution  options  permitted  under this Section 6.02 are available
only if the present value of the Participant  Nonforfeitable Accrued Benefit, at
the time of the distribution to the Participant,  exceeds $3,500.  To facilitate
installment  payments  under this Article VI, the Advisory  Committee may direct
the Trustee to segregate all or any part of the Participant's Accrued Benefit in
a separate Account. The Trustee will invest the Participant's segregated Account
in Federally insured interest bearing savings  account(s) or time deposit(s) (or
a  combination  of both),  or in other fixed  income  investments.  A segregated
Account remains a part of the Trust, but it alone shares in any income it earns,
and it alone bears any expense or loss it incurs.  A Participant  or Beneficiary
may  elect  to  receive   an   installment   distribution   in  the  form  of  a
Nontransferable  Annuity  Contract.  Under  an  installment  distribution,   the
Participant or Beneficiary,  at any time, may elect to accelerate the payment of
all, or any portion, of the Participant's unpaid Nonforfeitable Accrued Benefit,
subject to the requirements of Section 6.04.

<PAGE>


(A) Minimum Distribution  Requirements for Participants.  The Advisory Committee
may not  direct the  Trustee  to  distribute  the  Participant's  Nonforfeitable
Accrued Benefit,  nor may the Participant  elect to have the Trustee  distribute
his Nonforfeitable  Accrued Benefit,  under a method of payment which, as of the
Required Beginning Date, does not satisfy the minimum distribution  requirements
under Code  ss.401(a)(9) and the applicable  Treasury  regulations.  The minimum
distribution for a calendar year equals the Participant's Nonforfeitable Accrued
Benefit as of the latest  valuation date preceding the beginning of the calendar
year divided by the Participant's  life expectancy or, if applicable,  the joint
and last survivor  expectancy of the Participant and his designated  Beneficiary
(as  determined  under Article  VIII,  subject to the  requirements  of the Code
ss.401(a)(9)   regulations).   The   Advisory   Committee   will   increase  the
Participant's  Nonforfeitable  Accrued  Benefit,  as  determined on the relevant
valuation date, for  contributions or forfeitures  allocated after the valuation
date and by December 31 of the valuation  calendar  year,  and will decrease the
valuation by  distributions  made after the valuation date and by December 31 of
the  valuation  calendar  year.  For  purposes of this  valuation,  the Advisory
Committee  will treat any  portion  of the  minimum  distribution  for the first
distribution  calendar year made after the close of that year as a  distribution
occurring  in that first  distribution  calendar  year.  In  computing a minimum
distribution,  the  Advisory  Committee  must  use the  unisex  life  expectancy
multiples under Treas. Reg.  ss.1.72-9.  The Advisory  Committee,  only upon the
Participant's  written  request,  will  compute the minimum  distribution  for a
calendar year  subsequent to the first calendar year for which the Plan requires
a minimum distribution by redetermining the applicable life expectancy. However,
the Advisory  Committee  may not  redetermine  the joint life and last  survivor
expectancy of the Participant and a nonspouse designated Beneficiary in a manner
which takes into  account any  adjustment  to a life  expectancy  other than the
Participant's life expectancy.

    If the Participant's spouse is not his designated  Beneficiary,  a method of
payment to the  Participant  (whether  by  Participant  election  or by Advisory
Committee  direction)  may not  provide  more than  incidental  benefits  to the
Beneficiary.  For Plan Years  beginning  after  December 31, 1988, the Plan must
satisfy the minimum distribution  incidental benefit ("MDIB") requirement in the
Treasury regulations issued under Code ss.401(a)(9) for distributions made on or
after the  Participant's  Required  Beginning Date and before the  Participant's
death. To satisfy the MDIB requirement,  the Advisory Committee will compute the
minimum  distribution  required  by this  Section  6.02(A) by  substituting  the
applicable MDIB divisor for the applicable life expectancy  factor,  if the MDIB
divisor is a lesser  number.  Following the  Participant's  death,  the Advisory
Committee will compute the minimum distribution required by this Section 6.02(A)
solely on the basis of the applicable life expectancy  factor and will disregard
the MDIB factor.  For Plan Years  beginning  prior to January 1, 1989,  the Plan
satisfies  the  incidental  benefits  requirement  if the  distributions  to the
Participant  satisfied  the  MDIB  requirement  or if the  present  value of the
retirement benefits payable solely to the Participant is greater than 50% of the
present  value  of the  total  benefits  payable  to  the  Participant  and  his
Beneficiaries.  The Advisory  Committee must determine  whether  benefits to the
Beneficiary are incidental as of the date the Trustee is to commence  payment of
the  retirement  benefits  to the  Participant,  or as of any date  the  Trustee
redetermines the payment period to the Participant.

    The minimum distribution for the first distribution  calendar year is due by
the  Participant's  Required  Beginning Date. The minimum  distribution for each
subsequent  distribution calendar year, including the calendar year in which the
Participant's  Required  Beginning  Date  occurs,  is due by December 31 of that
year. If the Participant receives  distribution in the form of a Nontransferable
Annuity  Contract,  the  distribution  satisfies  this  Section  6.02(A)  if the
contract  complies with the requirements of Code ss.401(a)(9) and the applicable
Treasury regulations.

<PAGE>


(B)  Minimum  Distribution   Requirements  for  Beneficiaries.   The  method  of
distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9) and
the applicable Treasury regulations. If the Participant's death occurs after his
Required  Beginning Date or, if earlier,  the date the Participant  commences an
irrevocable  annuity  pursuant  to  Section  6.04,  the method of payment to the
Beneficiary  must provide for completion of payment over a period which does not
exceed the  payment  period  which had  commenced  for the  Participant.  If the
Participant's  death  occurs  prior  to his  Required  Beginning  Date,  and the
Participant had not commenced an irrevocable  annuity  pursuant to Section 6.04,
the method of payment to the Beneficiary,  subject to Section 6.04, must provide
for completion of payment to the Beneficiary over a period not exceeding:  (i) 5
years after the date of the Participant's death; or (ii) if the Beneficiary is a
designated  Beneficiary,  the  designated  Beneficiary's  life  expectancy.  The
Advisory  Committee may not direct payment of the  Participant's  Nonforfeitable
Accrued  Benefit over a period  described in clause (ii) unless the Trustee will
commence  payment to the  designated  Beneficiary  no later than the December 31
following  the  close of the  calendar  year in which  the  Participant's  death
occurred  or, if later,  and the  designated  Beneficiary  is the  Participant's
surviving  spouse,  December 31 of the  calendar  year in which the  Participant
would  have  attained  age 70 1/2.  If the  Trustee  will make  distribution  in
accordance with clause (ii), the minimum distribution for a calendar year equals
the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding  the  beginning  of  the  calendar  year  divided  by  the  designated
Beneficiary's  life expectancy.  The Advisory Committee must use the unisex life
expectancy  multiples under Treas. Reg.  ss.1.72-9 for purposes of applying this
paragraph.  The  Advisory  Committee,  only  upon  the  written  request  of the
Participant or of the Participant's  surviving spouse, will recalculate the life
expectancy  of the  Participant's  surviving  spouse  not more  frequently  than
annually,  but may not recalculate the life expectancy of a nonspouse designated
Beneficiary after the Trustee  commences payment to the designated  Beneficiary.
The Advisory  Committee will apply this paragraph by treating any amount paid to
the Participant's  child,  which becomes payable to the Participant's  surviving
spouse  upon  the  child's  attaining  the  age  of  majority,  as  paid  to the
Participant's  surviving  spouse.  Upon the Beneficiary's  written request,  the
Advisory  Committee must direct the Trustee to accelerate payment of all, or any
portion,   of  the   Participant's   unpaid   Accrued   Benefit,   as   soon  as
administratively practicable following the effective date of that request.

    6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not later than
30 days, before the Participant's  annuity starting date, the Advisory Committee
must  provide  a benefit  notice to a  Participant  who is  eligible  to make an
election  under this Section 6.03.  The benefit notice must explain the optional
forms of benefit in the Plan,  including  the  material  features  and  relative
values of those options, and the Participant's right to defer distribution until
he attains the later of Normal Retirement Age or age 62.

    If a Participant or Beneficiary makes an election prescribed by this Section
6.03,  the  Advisory  Committee  will  direct  the  Trustee  to  distribute  the
Participant's  Nonforfeitable  Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the  requirements  of Section
6.02 and of Section 6.04. The  Participant or Beneficiary  must make an election
under this Section 6.03 by filing his  election  with the Advisory  Committee at
any time  before the Trustee  otherwise  would  commence to pay a  Participant's
Accrued Benefit in accordance with the requirements of Article VI.

<PAGE>


(A) Participant Elections After Separation from Service. If the present value of
a Participant's  Nonforfeitable  Accrued Benefit exceeds $3,500, he may elect to
have the Trustee  commence  distribution as of any  distribution  date permitted
under the  Employer's  Adoption  Agreement  Section 6.03.  The  Participant  may
reconsider an election at any time prior to the annuity  starting date and elect
to commence  distribution as of any other  distribution date permitted under the
Employer's   Adoption   Agreement   Section   6.03.   If  the   Participant   is
partially-vested in his Accrued Benefit, an election under this Paragraph (A) to
distribute  prior to the  Participant's  incurring a Forfeiture Break in Service
(as defined in Section 5.08), must be in the form of a cash-out distribution (as
defined in Article V). A Participant may not receive a cash-out distribution if,
prior to the time the Trustee  actually  makes the  cash-out  distribution,  the
Participant returns to employment with the Employer. Following his attainment of
Normal  Retirement  Age, a Participant  who has separated from Service may elect
distribution as of any  distribution  date,  irrespective of the elections under
Adoption Agreement Section 6.03.

(B) Participant  Elections  Prior to Separation from Service.  The Employer must
specify in its Adoption  Agreement the distribution  election rights,  if any, a
Participant has prior to his Separation from Service. A Participant must make an
election  under  this  Section  6.03(B)  on a form  prescribed  by the  Advisory
Committee  at any time  during  the Plan Year for which  his  election  is to be
effective.  In his written election, the Participant must specify the percentage
or dollar amount he wishes the Trustee to  distribute to him. The  Participant's
election  relates  solely to the  percentage or dollar  amount  specified in his
election  form and his  right  to elect to  receive  an  amount,  if any,  for a
particular  Plan Year greater than the dollar amount or percentage  specified in
his election form  terminates on the  Accounting  Date.  The Trustee must make a
distribution to a Participant in accordance with his election under this Section
6.03(B)  within the 90 day period (or as soon as  administratively  practicable)
after the Participant  files his written election with the Trustee.  The Trustee
will distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to his election(s) in accordance with the other distribution provisions
of this Plan.

(C) Death Benefit Elections.  If the present value of the deceased Participant's
Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's Beneficiary may
elect to have the Trustee  distribute the Participant's  Nonforfeitable  Accrued
Benefit  in a form  and  within a  period  permitted  under  Section  6.02.  The
Beneficiary's  election is subject to any restrictions  designated in writing by
the Participant and not revoked as of his date of death.

(D) Transitional Elections.  Notwithstanding the provisions of Sections 6.01 and
6.02,  if  the  Participant  (or  Beneficiary)  signed  a  written  distribution
designation prior to January 1, 1984, the Advisory Committee must distribute the
Participant's   Nonforfeitable   Accrued   Benefit  in   accordance   with  that
designation,  subject however, to the survivor requirements,  if applicable,  of
Sections 6.04,  6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution  designation,  and the Advisory Committee will not comply with that
designation,  if any of the following  applies:  (1) the method of  distribution
would  have  disqualified  the Plan  under  Code  ss.401(a)(9)  as in  effect on
December 31, 1983;  (2) the  Participant  did not have an Accrued  Benefit as of
December 31, 1983; (3) the distribution  designation does not specify the timing
and form of the distribution and the death Beneficiaries (in order of priority);
(4) the  substitution  of a  Beneficiary  modifies  the  payment  period  of the
distribution;  or, (5) the Participant (or Beneficiary)  modifies or revokes the
distribution  designation.   In  the  event  of  a  revocation,  the  Plan  must
distribute, no later than December 31 of the calendar year following the year of
revocation,  the amount which the Participant  would have received under Section
6.02(A)  if the  distribution  designation  had not been in  effect  or,  if the
Beneficiary  revokes  the  distribution   designation,   the  amount  which  the
Beneficiary  would have  received  under  Section  6.02(B)  if the  distribution
designation  had not been in  effect.  The  Advisory  Committee  will apply this
Section 6.03(D) to rollovers and transfers in accordance with Part J of the Code
ss.401(a)(9) Treasury regulations.

<PAGE>


    6.04   ANNUITY  DISTRIBUTIONS  TO  PARTICIPANTS  AND  SURVIVING  SPOUSES.
           -----------------------------------------------------------------

(A) Joint and Survivor Annuity.  The Advisory  Committee must direct the Trustee
to  distribute  a married  or  unmarried  Participant's  Nonforfeitable  Accrued
Benefit  in the form of a  qualified  joint and  survivor  annuity,  unless  the
Participant makes a valid waiver election (described in Section 6.05) within the
90 day  period  ending on the  annuity  starting  date.  If,  as of the  annuity
starting  date,  the  Participant  is married,  a qualified  joint and  survivor
annuity is an immediate  annuity  which is  purchasable  with the  Participant's
Nonforfeitable  Accrued  Benefit  and  which  provides  a life  annuity  for the
Participant  and a  survivor  annuity  payable  for  the  remaining  life of the
Participant's surviving spouse equal to 50% of the amount of the annuity payable
during the life of the  Participant.  If, as of the annuity  starting  date, the
Participant  is not  married,  a  qualified  joint and  survivor  annuity  is an
immediate  life  annuity  for the  Participant  which  is  purchasable  with the
Participant's  Nonforfeitable Accrued Benefit. On or before the annuity starting
date,  the Advisory  Committee,  without  Participant or spousal  consent,  must
direct the Trustee to pay the Participant's  Nonforfeitable Accrued Benefit in a
lump sum, in lieu of a qualified joint and survivor annuity,  in accordance with
Section 6.01, if the Participant's Nonforfeitable Accrued Benefit is not greater
than  $3,500.  This  Section  6.04(A)  applies  only  to a  Participant  who has
completed at least one Hour of Service with the Employer after August 22, 1984.

(B) Preretirement  Survivor Annuity.  If a married Participant dies prior to his
annuity  starting  date,  the  Advisory  Committee  will  direct the  Trustee to
distribute a portion of the Participant's  Nonforfeitable Accrued Benefit to the
Participant's  surviving spouse in the form of a preretirement survivor annuity,
unless the  Participant  has a valid waiver  election  (as  described in Section
6.06) in effect,  or unless the  Participant  and his  spouse  were not  married
throughout the one year period ending on the date of his death. A  preretirement
survivor   annuity  is  an  annuity  which  is  purchasable   with  50%  of  the
Participant's  Nonforfeitable  Accrued Benefit (determined as of the date of the
Participant's  death)  and which is  payable  for the life of the  Participant's
surviving  spouse.   The  value  of  the   preretirement   survivor  annuity  is
attributable to Employer contributions and to Employee contributions in the same
proportion as the Participant's  Nonforfeitable  Accrued Benefit is attributable
to those contributions.  The portion of the Participant's Nonforfeitable Accrued
Benefit  not  payable  under this  paragraph  is  payable  to the  Participant's
Beneficiary,  in accordance with the other provisions of this Article VI. If the
present value of the preretirement  survivor annuity does not exceed $3,500, the
Advisory  Committee,  on or before the annuity  starting  date,  must direct the
Trustee to make a lump sum distribution to the  Participant's  surviving spouse,
in lieu of a preretirement  survivor annuity.  This Section 6.04(B) applies only
to a  Participant  who dies after August 22, 1984,  and either (i)  completes at
least one Hour of Service  with the  Employer  after  August 22,  1984,  or (ii)
separated  from Service with at least 10 Years of Service (as defined in Section
5.06) and  completed  at least one Hour of Service  with the  Employer in a Plan
Year beginning after December 31, 1975.

(C)  Surviving  Spouse  Elections.  If the  present  value of the  preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect to
have the Trustee commence payment of the  preretirement  survivor annuity at any
time  following  the date of the  Participant's  death,  but not later  than the
mandatory  distribution  periods described in Section 6.02, and may elect any of
the forms of payment  described in Section  6.02,  in lieu of the  preretirement
survivor  annuity.  In the absence of an election by the surviving  spouse,  the
Advisory  Committee  must direct the  Trustee to  distribute  the  preretirement
survivor annuity on the first  distribution date following the close of the Plan
Year in which the latest of the following events occurs:  (i) the  Participant's
death;  (ii)  the  date  the  Advisory  Committee  receives  notification  of or
otherwise confirms the Participant's death; (iii) the date the Participant would
have attained Normal Retirement Age; or (iv) the date the Participant would have
attained age 62.

<PAGE>


(D) Special  Rules.  If the  Participant  has in effect a valid waiver  election
regarding the qualified joint and survivor annuity or the preretirement survivor
annuity,  the  Advisory  Committee  must  direct the Trustee to  distribute  the
Participant's  Nonforfeitable  Accrued Benefit in accordance with Sections 6.01,
6.02  and  6.03.   The  Advisory   Committee   will  reduce  the   Participant's
Nonforfeitable  Accrued Benefit by any security interest (pursuant to any offset
rights  authorized  by  Section  10.03[E])  held  by the  Plan  by  reason  of a
Participant  loan to  determine  the value of the  Participant's  Nonforfeitable
Accrued  Benefit  distributable  in the form of a qualified  joint and  survivor
annuity or preretirement  survivor  annuity,  provided any post-August 18, 1985,
loan satisfied the spousal consent requirement  described in Section 10.03[E] of
the Plan.  For  purposes of applying  this  Article VI, the  Advisory  Committee
treats a former spouse as the  Participant's  spouse or surviving  spouse to the
extent provided under a qualified  domestic relations order described in Section
6.07. The provisions of this Section 6.04, and of Sections 6.05 and 6.06,  apply
separately to the portion of the  Participant's  Nonforfeitable  Accrued Benefit
subject to the  qualified  domestic  relations  order and to the  portion of the
Participant's Nonforfeitable Accrued Benefit not subject to that order.

(E) Profit  Sharing Plan  Election.  If this Plan is a profit  sharing plan, the
Employer must elect the extent to which the preceding provisions of Section 6.04
apply.  If the Employer  elects to apply this Section 6.04 only to a Participant
described in this Section 6.04(E), the preceding provisions of this Section 6.04
apply only to the following Participants: (1) a Participant as respects whom the
Plan is a direct or indirect  transferee  from a plan subject to the Code ss.417
requirements and the Plan received the transfer after December 31, 1984,  unless
the  transfer  is  an  elective  transfer  described  in  Section  13.06;  (2) a
Participant who elects a life annuity  distribution  (if Section 6.02 or Section
13.02 of the Plan  requires  the Plan to  provide  a life  annuity  distribution
option);  and (3) a  Participant  whose  benefits  under a defined  benefit plan
maintained by the Employer are offset by benefits  provided  under this Plan. If
the  Employer  elects  to  apply  this  Section  6.04 to all  Participants,  the
preceding provisions of this Section 6.04 apply to all Participants described in
the first two paragraphs of this Section 6.04, without regard to the limitations
of this Section  6.04(E).  Sections 6.05 and 6.06 only apply to  Participants to
whom the preceding provisions of this Section 6.04 apply.

    6.05 WAIVER  ELECTION - QUALIFIED  JOINT AND SURVIVOR  ANNUITY.  Not earlier
than 90 days,  but not later  than 30 days,  before  the  Participant's  annuity
starting  date, the Advisory  Committee  must provide the  Participant a written
explanation  of the terms and  conditions  of the  qualified  joint and survivor
annuity,  the  Participant's  right to make,  and the effect of, an  election to
waive the joint and survivor  form of benefit,  the rights of the  Participant's
spouse  regarding the waiver election and the  Participant's  right to make, and
the effect of, a revocation  of a waiver  election.  The Plan does not limit the
number of times the  Participant  may revoke a waiver of the qualified joint and
survivor annuity or make a new waiver during the election period.

    A  married  Participant's  waiver  election  is not  valid  unless  (a)  the
Participant's  spouse  (to  whom the  survivor  annuity  is  payable  under  the
qualified  joint and survivor  annuity),  after the Participant has received the
written explanation  described in this Section 6.05, has consented in writing to
the  waiver  election,  the  spouse's  consent  acknowledges  the  effect of the
election,  and a notary public or the Plan Administrator (or his representative)
witnesses the spouse's consent, (b) the spouse consents to the alternate form of
payment  designated by the  Participant or to any change in that designated form
of  payment,  and (c)  unless  the  spouse  is the  Participant's  sole  primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation or
to any change in the Participant's Beneficiary designation. The spouse's consent
to a waiver of the qualified joint and survivor  annuity is irrevocable,  unless
the Participant  revokes the waiver  election.  The spouse may execute a blanket
consent to any form of payment  designation  or to any  Beneficiary  designation
made by the  Participant,  if the  spouse  acknowledges  the right to limit that
consent to a specific  designation  but,  in writing,  waives  that  right.  The
consent  requirements  of this  Section  6.05  apply to a former  spouse  of the
Participant,  to the extent required under a qualified  domestic relations order
described in Section 6.07.

<PAGE>


    The Advisory Committee will accept as valid a waiver election which does not
satisfy the spousal consent  requirements if the Advisory Committee  establishes
the Participant  does not have a spouse,  the Advisory  Committee is not able to
locate the  Participant's  spouse,  the Participant is legally  separated or has
been abandoned (within the meaning of State law) and the Participant has a court
order to that effect, or other  circumstances exist under which the Secretary of
the Treasury will excuse the consent requirement. If the Participant's spouse is
legally  incompetent  to give consent,  the spouse's legal guardian (even if the
guardian is the Participant) may give consent.

    6.06  WAIVER  ELECTION  -  PRERETIREMENT   SURVIVOR  ANNUITY.  The  Advisory
Committee  must  provide a written  explanation  of the  preretirement  survivor
annuity to each  married  Participant,  within the  following  period which ends
last:  (1) the period  beginning  on the first day of the Plan Year in which the
Participant  attains age 32 and ending on the last day of the Plan Year in which
the  Participant  attains  age 34; (2) a  reasonable  period  after an  Employee
becomes a  Participant;  (3) a  reasonable  period  after the joint and survivor
rules become  applicable to the Participant;  or (4) a reasonable period after a
fully  subsidized   preretirement  survivor  annuity  no  longer  satisfies  the
requirements for a fully subsidized  benefit.  A reasonable  period described in
clauses (2), (3) and (4) is the period  beginning one year before and ending one
year after the  applicable  event.  If the  Participant  separates  from Service
before  attaining  age 35,  clauses  (1),  (2), (3) and (4) do not apply and the
Advisory  Committee  must  provide  the  written  explanation  within the period
beginning one year before and ending one year after the Separation from Service.
The written  explanation  must describe,  in a manner  consistent  with Treasury
regulations,  the terms and  conditions of the  preretirement  survivor  annuity
comparable  to the  explanation  of the  qualified  joint and  survivor  annuity
required  under  Section  6.05.  The Plan does not limit the number of times the
Participant may revoke a waiver of the preretirement  survivor annuity or make a
new waiver during the election period.

    A Participant's waiver election of the preretirement survivor annuity is not
valid unless (a) the  Participant  makes the waiver election no earlier than the
first day of the Plan Year in which he attains age 35 and (b) the  Participant's
spouse (to whom the  preretirement  survivor  annuity is payable)  satisfies the
consent  requirements  described  in Section  6.05,  except the spouse  need not
consent  to the form of  benefit  payable  to the  designated  Beneficiary.  The
spouse's  consent  to  the  waiver  of the  preretirement  survivor  annuity  is
irrevocable, unless the Participant revokes the waiver election. Irrespective of
the time of election  requirement  described  in clause (a), if the  Participant
separates  from  Service  prior to the  first  day of the Plan  Year in which he
attains age 35, the Advisory Committee will accept a waiver election as respects
the  Participant's  Accrued  Benefit  attributable  to his Service  prior to his
Separation  from Service.  Furthermore,  if a Participant  who has not separated
from Service makes a valid waiver election, except for the timing requirement of
clause (a), the Advisory  Committee will accept that election as valid, but only
until the first day of the Plan Year in which the Participant  attains age 35. A
waiver  election  described in this paragraph is not valid unless made after the
Participant has received the written explanation described in this Section 6.06.


<PAGE>

    6.07  DISTRIBUTIONS  UNDER DOMESTIC  RELATIONS ORDERS.  Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the Advisory
Committee,  from complying with the provisions of a qualified domestic relations
order  (as  defined  in  Code  ss.414(p)).   This  Plan   specifically   permits
distribution to an alternate payee under a qualified domestic relations order at
any time,  irrespective  of whether the  Participant  has  attained his earliest
retirement age (as defined under Code ss.414(p))  under the Plan. A distribution
to an  alternate  payee  prior  to  the  Participant's  attainment  of  earliest
retirement age is available  only if: (1) the order  specifies  distribution  at
that time or permits an agreement  between the Plan and the  alternate  payee to
authorize an earlier distribution; and (2) if the present value of the alternate
payee's  benefits under the Plan exceeds  $3,500,  and the order  requires,  the
alternate   payee  consents  to  any   distribution   occurring   prior  to  the
Participant's  attainment  of  earliest  retirement  age.  The  Employer,  in an
addendum  to  its  Adoption   Agreement   numbered  6.07,  may  elect  to  limit
distribution  to an alternate  payee only when the  Participant has attained his
earliest  retirement  age under the Plan.  Nothing in this  Section 6.07 gives a
Participant a right to receive  distribution  at a time  otherwise not permitted
under  the Plan nor does it  permit  the  alternate  payee to  receive a form of
payment not otherwise permitted under the Plan.

    The Advisory Committee must establish reasonable procedures to determine the
qualified  status of a  domestic  relations  order.  Upon  receiving  a domestic
relations order, the Advisory Committee promptly will notify the Participant and
any alternate payee named in the order, in writing,  of the receipt of the order
and the Plan's  procedures for  determining  the qualified  status of the order.
Within a reasonable period of time after receiving the domestic relations order,
the Advisory Committee must determine the qualified status of the order and must
notify  the   Participant  and  each  alternate   payee,  in  writing,   of  its
determination.  The Advisory  Committee must provide notice under this paragraph
by mailing to the  individual's  address  specified  in the  domestic  relations
order, or in a manner consistent with Department of Labor regulations.

    If any  portion  of the  Participant's  Nonforfeitable  Accrued  Benefit  is
payable during the period the Advisory  Committee is making its determination of
the qualified status of the domestic  relations  order,  the Advisory  Committee
must  make  a  separate  accounting  of the  amounts  payable.  If the  Advisory
Committee determines the order is a qualified domestic relations order within 18
months of the date amounts first are payable following receipt of the order, the
Advisory  Committee will direct the Trustee to distribute the payable amounts in
accordance  with  the  order.  If the  Advisory  Committee  does  not  make  its
determination  of  the  qualified  status  of  the  order  within  the  18-month
determination  period,  the  Advisory  Committee  will  direct  the  Trustee  to
distribute  the payable  amounts in the manner the Plan would  distribute if the
order did not exist and will  apply  the  order  prospectively  if the  Advisory
Committee later determines the order is a qualified domestic relations order.

    To the extent it is not  inconsistent  with the  provisions of the qualified
domestic  relations  order,  the  Advisory  Committee  may direct the Trustee to
invest any partitioned amount in a segregated subaccount or separate account and
to invest the account in Federally insured,  interest-bearing savings account(s)
or time  deposit(s)  (or a  combination  of  both),  or in  other  fixed  income
investments.  A segregated  subaccount remains a part of the Trust, but it alone
shares in any income it earns, and it alone bears any expense or loss it incurs.
The Trustee will make any payments or distributions  required under this Section
6.07 by separate benefit checks or other separate  distribution to the alternate
payee(s).

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


<PAGE>


                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS



    7.01 INFORMATION TO COMMITTEE.  The Employer must supply current information
to the Advisory  Committee as to the name,  date of birth,  date of  employment,
annual compensation, leaves of absence, Years of Service and date of termination
of  employment  of each  Employee  who is, or who will be eligible to become,  a
Participant  under  the Plan,  together  with any  other  information  which the
Advisory Committee considers necessary. The Employer's records as to the current
information the Employer  furnishes to the Advisory  Committee are conclusive as
to all persons.

    7.02 NO LIABILITY.  The Employer assumes no obligation or  responsibility to
any of its Employees,  Participants or Beneficiaries  for any act of, or failure
to act,  on the part of its  Advisory  Committee  (unless  the  Employer  is the
Advisory  Committee),   the  Trustee,  the  Custodian,   if  any,  or  the  Plan
Administrator (unless the Employer is the Plan Administrator).

    7.03 INDEMNITY OF CERTAIN  FIDUCIARIES.  The Employer  indemnifies and saves
harmless the Plan Administrator and the members of the Advisory  Committee,  and
each of them,  from and against any and all loss  resulting  from  liability  to
which the Plan Administrator and the Advisory  Committee,  or the members of the
Advisory  Committee,  may be subjected  by reason of any act or conduct  (except
willful  misconduct or gross  negligence)  in their  official  capacities in the
administration of this Trust or Plan or both,  including all expenses reasonably
incurred in their  defense,  in case the Employer fails to provide such defense.
The  indemnification  provisions  of this  Section  7.03 do not relieve the Plan
Administrator  or any Advisory  Committee  member from any liability he may have
under ERISA for breach of a fiduciary duty. Furthermore,  the Plan Administrator
and the  Advisory  Committee  members  and the  Employer  may  execute  a letter
agreement  further  delineating  the  indemnification  agreement of this Section
7.03, provided the letter agreement must be consistent with and does not violate
ERISA. The indemnification provisions of this Section 7.03 extend to the Trustee
(or to a Custodian,  if any) solely to the extent provided by a letter agreement
executed by the Trustee (or Custodian) and the Employer.

    7.04 EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the right to direct
the  Trustee  with  respect  to  the  investment  and  re-investment  of  assets
comprising the Trust Fund only if the Trustee consents in writing to permit such
direction.  If the Trustee  consents to Employer  direction of  investment,  the
Trustee and the Employer must execute a letter  agreement as a part of this Plan
containing  such   conditions,   limitations  and  other  provisions  they  deem
appropriate  before the Trustee will follow any  Employer  direction as respects
the investment or re-investment of any part of the Trust Fund.

    7.05 AMENDMENT TO VESTING  SCHEDULE.  Though the Employer reserves the right
to amend the vesting schedule at any time, the Advisory Committee will not apply
the amended  vesting  schedule to reduce the  Nonforfeitable  percentage  of any
Participant's Accrued Benefit derived from Employer contributions (determined as
of the later of the date the  Employer  adopts  the  amendment,  or the date the
amendment  becomes  effective)  to a  percentage  less  than the  Nonforfeitable
percentage  computed under the Plan without regard to the amendment.  An amended
vesting  schedule will apply to a Participant  only if the Participant  receives
credit  for at  least  one  Hour  of  Service  after  the new  schedule  becomes
effective.

<PAGE>


    If the Employer makes a permissible amendment to the vesting schedule,  each
Participant  having at least 3 Years of Service  with the  Employer may elect to
have the percentage of his  Nonforfeitable  Accrued  Benefit  computed under the
Plan without regard to the amendment.  For Plan Years beginning prior to January
1, 1989,  the  election  described  in the  preceding  sentence  applies only to
Participants  having  at  least  5 Years  of  Service  with  the  Employer.  The
Participant must file his election with the Advisory Committee within 60 days of
the latest of (a) the Employer's  adoption of the  amendment;  (b) the effective
date of the  amendment;  or (c) his  receipt  of a copy  of the  amendment.  The
Advisory  Committee,  as soon as  practicable,  must  forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment,  the appropriate form upon which the
Participant may make an election to remain under the vesting  schedule  provided
under the Plan prior to the  amendment  and notice of the time within  which the
Participant  must make an election to remain under the prior  vesting  schedule.
The election  described in this Section 7.05 does not apply to a Participant  if
the amended vesting schedule provides for vesting at least as rapid at all times
as the vesting  schedule in effect prior to the amendment.  For purposes of this
Section 7.05, an amendment to the vesting  schedule  includes any Plan amendment
which  directly or  indirectly  affects the  computation  of the  Nonforfeitable
percentage  of an Employee's  rights to his Employer  derived  Accrued  Benefit.
Furthermore,  the  Advisory  Committee  must  treat  any  shift  in the  vesting
schedule, due to a change in the Plan's top heavy status, as an amendment to the
vesting schedule for purposes of this Section 7.05.

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


<PAGE>



                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS


    8.01  BENEFICIARY  DESIGNATION.  Any  Participant  may  from  time  to  time
designate, in writing, any person or persons,  contingently or successively,  to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any life
insurance  proceeds  payable to the  Participant's  Account) in the event of his
death and the  Participant  may  designate  the form and method of payment.  The
Advisory  Committee  will  prescribe  the form for the  written  designation  of
Beneficiary  and,  upon the  Participant's  filing  the form  with the  Advisory
Committee,  the form effectively  revokes all  designations  filed prior to that
date by the same Participant.

(A)  Coordination  with  survivor  requirements.   If  the  joint  and  survivor
requirements of Article VI apply to the Participant,  this Section 8.01 does not
impose any special spousal consent requirements on the Participant's Beneficiary
designation.  However, in the absence of spousal consent (as required by Article
VI) to the Participant's  Beneficiary  designation:  (1) any waiver of the joint
and survivor annuity or of the preretirement  survivor annuity is not valid; and
(2)  if  the  Participant   dies  prior  to  his  annuity   starting  date,  the
Participant's  Beneficiary  designation  will apply  only to the  portion of the
death  benefit  which  is  not  payable  as a  preretirement  survivor  annuity.
Regarding  clause  (2),  if the  Participant's  surviving  spouse  is a  primary
Beneficiary under the Participant's  Beneficiary  designation,  the Trustee will
satisfy the spouse's interest in the Participant's  death benefit first from the
portion which is payable as a preretirement survivor annuity.

(B) Profit  sharing plan  exception.  If the Plan is a profit  sharing plan, the
Beneficiary  designation of a married Exempt Participant is not valid unless the
Participant's  spouse  consents (in a manner  described in Section  6.05) to the
Beneficiary  designation.  An "Exempt  Participant"  is a Participant who is not
subject  to the joint and  survivor  requirements  of Article  VI.  The  spousal
consent  requirement in this paragraph does not apply if the Exempt  Participant
and his spouse are not married throughout the one year period ending on the date
of the Participant's  death, or if the Participant's spouse is the Participant's
sole primary Beneficiary.

    8.02 NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a Participant fails
to name a  Beneficiary  in accordance  with Section 8.01, or if the  Beneficiary
named  by  a  Participant  predeceases  him,  then  the  Trustee  will  pay  the
Participant's  Nonforfeitable Accrued Benefit in accordance with Section 6.02 in
the following order of priority, unless the Employer specifies a different order
of priority in an addendum to its Adoption Agreement, to:

     (a) The Participant's surviving spouse;

     (b) The Participant's  surviving children,  including adopted children,  in
     equal shares;

     (c) The Participant's surviving parents, in equal shares; or

     (d) The Participant's estate.

    If the Beneficiary  does not predecease the  Participant,  but dies prior to
distribution of the Participant's  entire  Nonforfeitable  Accrued Benefit,  the
Trustee  will  pay  the  remaining   Nonforfeitable   Accrued   Benefit  to  the
Beneficiary's estate unless the Participant's  Beneficiary  designation provides
otherwise or unless the Employer provides  otherwise in its Adoption  Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt Participants,
the  Employer  may not  specify a different  order of  priority in the  Adoption
Agreement  unless  the  Participant's  surviving  spouse  will be  first  in the
different order of priority.  The Advisory  Committee will direct the Trustee as
to the method and to whom the Trustee will make payment under this Section 8.02.

<PAGE>


    8.03 PERSONAL DATA TO COMMITTEE.  Each Participant and each Beneficiary of a
deceased Participant must furnish to the Advisory Committee such evidence,  data
or information as the Advisory  Committee  considers  necessary or desirable for
the purpose of administering the Plan. The provisions of this Plan are effective
for the  benefit of each  Participant  upon the  condition  precedent  that each
Participant  will furnish  promptly full, true and complete  evidence,  data and
information  when  requested  by the Advisory  Committee,  provided the Advisory
Committee  advises each  Participant of the effect of his failure to comply with
its request.

    8.04 ADDRESS FOR  NOTIFICATION.  Each  Participant and each Beneficiary of a
deceased Participant must file with the Advisory Committee from time to time, in
writing,  his post office  address and any change of post  office  address.  Any
communication,  statement or notice addressed to a Participant,  or Beneficiary,
at his last post office address filed with the Advisory  Committee,  or as shown
on the records of the Employer, binds the Participant,  or Beneficiary,  for all
purposes of this Plan.

    8.05  ASSIGNMENT  OR  ALIENATION.  Subject  to Code  ss.414(p)  relating  to
qualified domestic relations orders, neither a Participant nor a Beneficiary may
anticipate, assign or alienate (either at law or in equity) any benefit provided
under  the Plan,  and the  Trustee  will not  recognize  any such  anticipation,
assignment or alienation.  Furthermore,  a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable process.

    8.06  NOTICE OF CHANGE IN TERMS.  The Plan  Administrator,  within  the time
prescribed  by  ERISA  and  the   applicable   regulations,   must  furnish  all
Participants and Beneficiaries a summary  description of any material  amendment
to the Plan or notice of  discontinuance  of the Plan and all other  information
required by ERISA to be furnished without charge.

    8.07  LITIGATION  AGAINST THE TRUST. A court of competent  jurisdiction  may
authorize any appropriate  equitable relief to redress violations of ERISA or to
enforce  any  provisions  of ERISA or the terms of the  Plan.  A  fiduciary  may
receive  reimbursement  of  expenses  properly  and  actually  incurred  in  the
performance of his duties with the Plan.

    8.08 INFORMATION  AVAILABLE.  Any Participant in the Plan or any Beneficiary
may examine copies of the Plan description, latest annual report, any bargaining
agreement, this Plan and Trust, contract or any other instrument under which the
Plan was established or is operated. The Plan Administrator will maintain all of
the items listed in this  Section 8.08 in his office,  or in such other place or
places  as he may  designate  from  time to time in  order  to  comply  with the
regulations  issued under ERISA,  for  examination  during  reasonable  business
hours.  Upon the  written  request  of a  Participant  or  Beneficiary  the Plan
Administrator  must  furnish him with a copy of any item listed in this  Section
8.08.  The Plan  Administrator  may make a reasonable  charge to the  requesting
person for the copy so furnished.

    8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a Beneficiary
("Claimant") may file with the Advisory  Committee a written claim for benefits,
if the Participant or Beneficiary determines the distribution  procedures of the
Plan have not  provided  him his  proper  Nonforfeitable  Accrued  Benefit.  The
Advisory  Committee  must render a decision  on the claim  within 60 days of the
Claimant's  written  claim for  benefits.  The Plan  Administrator  must provide
adequate  notice in writing to the Claimant  whose claim for benefits  under the
Plan the Advisory Committee has denied. The Plan  Administrator's  notice to the
Claimant must set forth:

     (a) The specific reason for the denial;

     (b) Specific  references to pertinent Plan provisions on which the Advisory
     Committee based its denial;

<PAGE>


     (c) A description of any additional material and information needed for the
     Claimant to perfect  his claim and an  explanation  of why the  material or
     information is needed; and

     (d)  That  any  appeal  the   Claimant   wishes  to  make  of  the  adverse
     determination  must be in writing to the Advisory  Committee within 75 days
     after receipt of the Plan Administrator's notice of denial of benefits. The
     Plan  Administrator's  notice must  further  advise the  Claimant  that his
     failure to appeal the action to the Advisory  Committee  in writing  within
     the 75-day period will render the Advisory Committee's determination final,
     binding and conclusive.

    If the Claimant  should  appeal to the Advisory  Committee,  he, or his duly
authorized representative,  may submit, in writing, whatever issues and comments
he, or his duly authorized representative, feels are pertinent. The Claimant, or
his duly authorized  representative,  may review  pertinent Plan documents.  The
Advisory  Committee  will  re-examine all facts related to the appeal and make a
final  determination as to whether the denial of benefits is justified under the
circumstances.  The Advisory  Committee must advise the Claimant of its decision
within 60 days of the  Claimant's  written  request for review,  unless  special
circumstances  (such as a hearing) would make the rendering of a decision within
the 60-day limit unfeasible, but in no event may the Advisory Committee render a
decision  respecting a denial for a claim for benefits later than 120 days after
its receipt of a request for review.

    The Plan Administrator's notice of denial of benefits must identify the name
of each  member  of the  Advisory  Committee  and the  name and  address  of the
Advisory Committee member to whom the Claimant may forward his appeal.

    8.10  PARTICIPANT  DIRECTION OF INVESTMENT.  A Participant  has the right to
direct the Trustee with respect to the investment or re-investment of the assets
comprising the Participant's  individual Account only if the Trustee consents in
writing  to permit  such  direction.  If the  Trustee  consents  to  Participant
direction of investment, the Trustee will accept direction from each Participant
on a written election form (or other written agreement), as a part of this Plan,
containing such  conditions,  limitations and other  provisions the parties deem
appropriate. The Trustee or, with the Trustee's consent, the Advisory Committee,
may establish  written  procedures,  incorporated  specifically  as part of this
Plan,  relating to Participant  direction of investment under this Section 8.10.
The  Trustee  will  maintain  a  segregated  investment  Account to the extent a
Participant's Account is subject to Participant  self-direction.  The Trustee is
not liable for any loss,  nor is the Trustee  liable for any  breach,  resulting
from a  Participant's  direction of the  investment  of any part of his directed
Account.

    The  Advisory  Committee,  to the extent  provided in a written  loan policy
adopted  under  Section  9.04,  will  treat a loan  made to a  Participant  as a
Participant  direction of  investment  under this Section 8.10. To the extent of
the loan  outstanding  at any time,  the borrowing  Participant's  Account alone
shares in any interest paid on the loan,  and it alone bears any expense or loss
it incurs in connection  with the loan.  The Trustee may retain any principal or
interest  paid  on the  borrowing  Participant's  loan  in an  interest  bearing
segregated Account on behalf of the borrowing  Participant until the Trustee (or
the  Named  Fiduciary,  in the  case of a  nondiscretionary  Trustee)  deems  it
appropriate to add the amount paid to the  Participant's  separate Account under
the Plan.

    If the Trustee  consents  to  Participant  direction  of  investment  of his
Account,   the  Plan  treats  any  post-December  31,  1981,   investment  by  a
Participant's directed Account in collectibles (as defined by Code ss.408(m)) as
a deemed distribution to the Participant for Federal income tax purposes.

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


<PAGE>


                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS


    9.01 MEMBERS' COMPENSATION,  EXPENSES. The Employer must appoint an Advisory
Committee  to  administer  the  Plan,  the  members  of which  may or may not be
Participants in the Plan, or which may be the Plan  Administrator  acting alone.
In the  absence of an Advisory  Committee  appointment,  the Plan  Administrator
assumes the powers,  duties and responsibilities of the Advisory Committee.  The
members of the Advisory  Committee will serve without  compensation for services
as such,  but the  Employer  will pay all  expenses of the  Advisory  Committee,
except to the extent the Trust  properly  pays for such  expenses,  pursuant  to
Article X.

     9.02  TERM.  Each  member  of  the  Advisory  Committee  serves  until  the
appointment of his successor.

     9.03  POWERS.  In case  of a  vacancy  in the  membership  of the  Advisory
Committee,  the remaining members of the Advisory Committee may exercise any and
all of the powers, authority,  duties and discretion conferred upon the Advisory
Committee pending the filling of the vacancy.

     9.04 GENERAL. The Advisory Committee has the following powers and duties:

     (a) To  select  a  Secretary,  who need  not be a  member  of the  Advisory
     Committee;

     (b) To determine the rights of eligibility of an Employee to participate in
     the  Plan,  the  value  of  a   Participant's   Accrued   Benefit  and  the
     Nonforfeitable percentage of each Participant's Accrued Benefit;

     (c) To adopt rules of procedure  and  regulations  necessary for the proper
     and  efficient  administration  of the  Plan  provided  the  rules  are not
     inconsistent with the terms of this Agreement;

     (d) To  construe  and  enforce  the  terms of the Plan  and the  rules  and
     regulations it adopts,  including  interpretation of the Plan documents and
     documents related to the Plan's operation;

     (e) To direct the Trustee as respects the crediting and distribution of the
     Trust;

     (f) To review and render  decisions  respecting a claim for (or denial of a
     claim for) a benefit under the Plan;

     (g) To furnish the Employer with information which the Employer may require
     for tax or other purposes;

     (h) To engage the service of agents whom it may deem advisable to assist it
     with the performance of its duties;

     (i) To engage the services of an Investment Manager or Managers (as defined
     in ERISA  ss.3(38)),  each of whom will have full  power and  authority  to
     manage,  acquire  or  dispose  (or  direct  the  Trustee  with  respect  to
     acquisition or disposition) of any Plan asset under its control;

     (j) To establish, in its sole discretion,  a nondiscriminatory  policy (see
     Section 9.04(A)) which the Trustee must observe in making loans, if any, to
     Participants and Beneficiaries; and

     (k) To  establish  and  maintain  a funding  standard  account  and to make
     credits  and  charges  to the  account  to the  extent  required  by and in
     accordance with the provisions of the Code.

<PAGE>


     The  Advisory  Committee  must  exercise  all of  its  powers,  duties  and
discretion under the Plan in a uniform and nondiscriminatory manner.

(A) Loan Policy.  If the Advisory  Committee  adopts a loan policy,  pursuant to
paragraph (j), the loan policy must be a written document and must include:  (1)
the identity of the person or positions authorized to administer the participant
loan program;  (2) a procedure  for applying for the loan;  (3) the criteria for
approving  or  denying a loan;  (4) the  limitations,  if any,  on the types and
amounts of loans available;  (5) the procedure for determining a reasonable rate
of interest;  (6) the types of collateral which may secure the loan; and (7) the
events  constituting  default and the steps the Plan will take to preserve  plan
assets in the event of default.  This Section 9.04  specifically  incorporates a
written loan policy as part of the Employer's Plan.

    9.05 FUNDING POLICY. The Advisory Committee will review, not less often than
annually, all pertinent Employee information and Plan data in order to establish
the  funding  policy of the Plan and to  determine  the  appropriate  methods of
carrying out the Plan's  objectives.  The Advisory  Committee  must  communicate
periodically, as it deems appropriate, to the Trustee and to any Plan Investment
Manager the Plan's short-term and long-term financial needs so investment policy
can be coordinated with Plan financial requirements.

     9.06 MANNER OF ACTION.  The decision of a majority of the members appointed
and qualified controls.

    9.07 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize any one
of its members, or its Secretary, to sign on its behalf any notices, directions,
applications,  certificates,  consents,  approvals,  waivers,  letters  or other
documents.  The Advisory Committee must evidence this authority by an instrument
signed by all members and filed with the Trustee.

    9.08 INTERESTED  MEMBER.  No member of the Advisory  Committee may decide or
determine any matter concerning the distribution, nature or method of settlement
of his own benefits under the Plan,  except in exercising an election  available
to that member in his capacity as a Participant,  unless the Plan  Administrator
is acting alone in the capacity of the Advisory Committee.

    9.09 INDIVIDUAL  ACCOUNTS.  The Advisory Committee will maintain,  or direct
the Trustee to maintain,  a separate Account, or multiple Accounts,  in the name
of each Participant to reflect the Participant's Accrued Benefit under the Plan.
If a Participant  re-enters the Plan subsequent to his having a Forfeiture Break
in Service,  the Advisory  Committee,  or the Trustee,  must maintain a separate
Account for the  Participant's  pre-Forfeiture  Break in Service Accrued Benefit
and a separate Account for his post-Forfeiture Break in Service Accrued Benefit,
unless  the  Participant's  entire  Accrued  Benefit  under  the  Plan  is  100%
Nonforfeitable.

    The Advisory Committee will make its allocations,  or request the Trustee to
make its allocations, to the Accounts of the Participants in accordance with the
provisions  of Section  9.11.  The Advisory  Committee may direct the Trustee to
maintain a temporary segregated  investment Account in the name of a Participant
to prevent a distortion of income,  gain or loss allocations under Section 9.11.
The Advisory Committee must maintain records of its activities.

    9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each Participant's
Accrued  Benefit  consists of that  proportion  of the net worth (at fair market
value) of the Employer's  Trust Fund which the net credit balance in his Account
(exclusive of the cash value of incidental benefit insurance contracts) bears to
the total net credit balance in the Accounts (exclusive of the cash value of the
incidental  benefit  insurance  contracts)  of all  Participants  plus  the cash
surrender  value  of any  incidental  benefit  insurance  contracts  held by the
Trustee on the Participant's life.

<PAGE>


    For purposes of a distribution  under the Plan, the value of a Participant's
Accrued Benefit is its value as of the valuation date immediately  preceding the
date of the  distribution.  Any distribution  (other than a distribution  from a
segregated  Account) made to a Participant (or to his Beneficiary)  more than 90
days after the most recent  valuation date may include interest on the amount of
the distribution as an expense of the Trust Fund. The interest,  if any, accrues
from such valuation date to the date of the distribution at the rate established
in the Employer's Adoption Agreement.

    9.11  ALLOCATION AND  DISTRIBUTION  OF NET INCOME GAIN OR LOSS. A "valuation
date" under this Plan is each  Accounting  Date and each interim  valuation date
determined under Section 10.14. As of each valuation date the Advisory Committee
must  adjust  Accounts  to  reflect  net  income,  gain or loss  since  the last
valuation date. The valuation  period is the period  beginning the day after the
last valuation date and ending on the current valuation date.

(A) Trust Fund Accounts.  The allocation  provisions of this paragraph  apply to
all Participant Accounts other than segregated investment Accounts. The Advisory
Committee first will adjust the Participant Accounts, as those Accounts stood at
the beginning of the current  valuation period, by reducing the Accounts for any
forfeitures  arising  under  Section  5.09 or under  Section  9.14,  for amounts
charged during the valuation  period to the Accounts in accordance  with Section
9.13  (relating  to  distributions)  and Section  11.01  (relating  to insurance
premiums), and for the cash value of incidental benefit insurance contracts. The
Advisory Committee then, subject to the restoration  allocation  requirements of
Section 5.04 or of Section 9.14, will allocate the net income,  gain or loss pro
rata to the adjusted  Participant  Accounts.  The allocable net income,  gain or
loss is the net income (or net loss),  including the increase or decrease in the
fair market value of assets, since the last valuation date.

(B) Segregated investment Accounts. A segregated investment Account receives all
income it earns and bears all expense or loss it incurs.  The Advisory Committee
will adopt uniform and  nondiscriminatory  procedures for determining  income or
loss of a segregated  investment  Account in a manner which reasonably  reflects
investment  directions relating to pooled investments and investment  directions
occurring  during a valuation  period.  As of the valuation  date,  the Advisory
Committee  must reduce a segregated  Account for any  forfeiture  arising  under
Section  5.09  after the  Advisory  Committee  has made all  other  allocations,
changes or adjustments to the Account for the Plan Year.

(C) Additional  rules. An Excess Amount or suspense account  described in Part 2
of Article  III does not share in the  allocation  of net  income,  gain or loss
described in this Section 9.11. If the Employer  maintains its Plan under a Code
ss.401(k) Adoption Agreement, the Employer may specify in its Adoption Agreement
alternate  valuation  provisions  authorized  by that Adoption  Agreement.  This
Section 9.11 applies solely to the allocation of net income, gain or loss of the
Trust.  The Advisory  Committee  will  allocate the Employer  contributions  and
Participant forfeitures, if any, in accordance with Article III.

    9.12 INDIVIDUAL STATEMENT.  As soon as practicable after the Accounting Date
of each Plan Year, but within the time  prescribed by ERISA and the  regulations
under ERISA,  the Plan  Administrator  will deliver to each  Participant (and to
each Beneficiary) a statement reflecting the condition of his Accrued Benefit in
the Trust as of that date and such other information ERISA requires be furnished
the Participant or Beneficiary. No Participant,  except a member of the Advisory
Committee,  has the right to inspect the records  reflecting  the Account of any
other Participant.

    9.13 ACCOUNT  CHARGED.  The Advisory  Committee will charge a  Participant's
Account for all distributions made from that Account to the Participant,  to his
Beneficiary or to an alternate payee. The Advisory  Committee also will charge a
Participant's  Account  for any  administrative  expenses  incurred  by the Plan
directly related to that Account.

<PAGE>


    9.14  UNCLAIMED  ACCOUNT  PROCEDURE.  The Plan does not  require  either the
Trustee or the Advisory Committee to search for, or to ascertain the whereabouts
of,  any  Participant  or  Beneficiary.   At  the  time  the   Participant's  or
Beneficiary's  benefit  becomes  distributable  under  Article VI, the  Advisory
Committee,  by certified or registered  mail addressed to his last known address
of  record  with  the  Advisory  Committee  or the  Employer,  must  notify  any
Participant,  or Beneficiary,  that he is entitled to a distribution  under this
Plan.  The notice must quote the  provisions  of this Section 9.14 and otherwise
must comply with the notice  requirements of Article VI. If the Participant,  or
Beneficiary, fails to claim his distributive share or make his whereabouts known
in writing to the Advisory Committee within 6 months from the date of mailing of
the notice, the Advisory Committee will treat the Participant's or Beneficiary's
unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed
payable Accrued Benefit in accordance with Section 3.05. A forfeiture under this
paragraph will occur at the end of the notice period or, if later,  the earliest
date  applicable  Treasury  regulations  would  permit the  forfeiture.  Pending
forfeiture,  the Advisory  Committee,  following  the  expiration  of the notice
period, may direct the Trustee to segregate the  Nonforfeitable  Accrued Benefit
in a  segregated  Account and to invest  that  segregated  Account in  Federally
insured  interest bearing savings accounts or time deposits (or in a combination
of both), or in other fixed income investments.

    If a Participant or Beneficiary who has incurred a forfeiture of his Accrued
Benefit under the provisions of the first paragraph of this Section 9.14 makes a
claim, at any time, for his forfeited  Accrued Benefit,  the Advisory  Committee
must restore the Participant's or Beneficiary's forfeited Accrued Benefit to the
same  dollar  amount as the  dollar  amount of the  Accrued  Benefit  forfeited,
unadjusted  for any  gains or  losses  occurring  subsequent  to the date of the
forfeiture.  The Advisory  Committee will make the  restoration  during the Plan
Year in which the  Participant  or Beneficiary  makes the claim,  first from the
amount,  if any, of Participant  forfeitures  the Advisory  Committee  otherwise
would  allocate  for the Plan Year,  then from the amount,  if any, of the Trust
Fund net  income  or gain  for the Plan  Year  and  then  from  the  amount,  or
additional amount, the Employer  contributes to enable the Advisory Committee to
make the required restoration. The Advisory Committee must direct the Trustee to
distribute the  Participant's or  Beneficiary's  restored Accrued Benefit to him
not later  than 60 days  after the close of the Plan Year in which the  Advisory
Committee restores the forfeited Accrued Benefit.  The forfeiture  provisions of
this  Section  9.14 apply solely to the  Participant's  or to the  Beneficiary's
Accrued Benefit derived from Employer contributions.

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


<PAGE>


                                    ARTICLE X
                      CUSTODIAN/TRUSTEE, POWERS AND DUTIES


    10.01  ACCEPTANCE.  The Trustee accepts the Trust created under the Plan and
agrees to perform the obligations imposed. The Trustee must provide bond for the
faithful  performance  of its duties  under the Trust to the extent  required by
ERISA.

    10.02 RECEIPT OF  CONTRIBUTIONS.  The Trustee is accountable to the Employer
for the funds  contributed to it by the Employer,  but does not have any duty to
see that the contributions  received comply with the provisions of the Plan. The
Trustee is not obliged to collect any  contributions  from the Employer,  nor is
obliged to see that  funds  deposited  with it are  deposited  according  to the
provisions of the Plan.

    10.03  INVESTMENT POWERS.

[A] Discretionary  Trustee Designation.  If the Employer,  in Adoption Agreement
Section 1.02,  designates the Trustee to administer the Trust as a discretionary
Trustee,  then the Trustee has full  discretion and authority with regard to the
investment  of the Trust  Fund,  except  with  respect to a Plan asset under the
control or direction of a properly appointed  Investment Manager or with respect
to a Plan asset properly subject to Employer,  Participant or Advisory Committee
direction of investment.  The Trustee must coordinate its investment policy with
Plan  financial  needs as  communicated  to it by the  Advisory  Committee.  The
Trustee is authorized  and  empowered,  but not by way of  limitation,  with the
following powers, rights and duties:

    (a) To invest any part or all of the Trust  Fund in any common or  preferred
    stocks,  open-end or closed-end mutual funds, put and call options traded on
    a national exchange,  United States retirement plan bonds,  corporate bonds,
    debentures,  convertible debentures,  commercial paper, U.S. Treasury bills,
    U.S.  Treasury notes and other direct or indirect  obligations of the United
    States  Government  or its  agencies,  improved  or  unimproved  real estate
    situated in the United States, limited partnerships,  insurance contracts of
    any type, mortgages,  notes or other property of any kind, real or personal,
    to buy or sell options on common stock on a nationally  recognized  exchange
    with or  without  holding  the  underlying  common  stock,  to buy and  sell
    commodities,  commodity  options and  contracts  for the future  delivery of
    commodities,   and  to  make  any  other   investments   the  Trustee  deems
    appropriate,  as a prudent  man would do under like  circumstances  with due
    regard for the purposes of this Plan. Any investment made or retained by the
    Trustee  in good  faith  is  proper  but  must be of a kind  constituting  a
    diversification considered by law suitable for trust investments.

    (b) To retain in cash so much of the Trust Fund as it may deem  advisable to
    satisfy  liquidity  needs of the Plan and to  deposit  any cash  held in the
    Trust Fund in a bank account at reasonable interest.

    (c) To invest,  if the  Trustee is a bank or similar  financial  institution
    supervised by the United States or by a State, in any type of deposit of the
    Trustee  (or of a bank  related to the  Trustee  within the  meaning of Code
    ss.414(b))  at a reasonable  rate of interest or in a common trust fund,  as
    described in Code ss.584, or in a collective investment fund, the provisions
    of  which  govern  the   investment  of  such  assets  and  which  the  Plan
    incorporates  by this  reference,  which the Trustee (or its  affiliate,  as
    defined in Code ss.1504) maintains exclusively for the collective investment
    of money  contributed  by the bank (or the  affiliate)  in its  capacity  as
    trustee and which conforms to the rules of the Comptroller of the Currency.

    (d) To manage,  sell,  contract to sell, grant options to purchase,  convey,
    exchange,  transfer,  abandon,  improve,  repair, insure, lease for any term
    even though  commencing  in the future or  extending  beyond the term of the
    Trust,  and  otherwise  deal with all  property,  real or personal,  in such
    manner,  for such  considerations  and on such terms and  conditions  as the
    Trustee decides.

<PAGE>


    (e) To  credit  and  distribute  the  Trust  as  directed  by  the  Advisory
    Committee.  The Trustee is not obliged to inquire as to whether any payee or
    distributee is entitled to any payment or whether the distribution is proper
    or within the terms of the Plan,  or as to the manner of making any  payment
    or distribution.  The Trustee is accountable only to the Advisory  Committee
    for any  payment  or  distribution  made by it in good faith on the order or
    direction of the Advisory Committee.

     (f) To borrow money, to assume indebtedness,  extend mortgages and encumber
     by mortgage or pledge.

     (g) To compromise, contest, arbitrate or abandon claims and demands, in its
     discretion.

    (h) To have with  respect  to the Trust all of the  rights of an  individual
    owner,  including the power to give proxies,  to  participate  in any voting
    trusts,  mergers,  consolidations  or liquidations,  and to exercise or sell
    stock subscriptions or conversion rights.

    (i) To lease for oil, gas and other mineral  purposes and to create  mineral
    severances by grant or reservation; to pool or unitize interests in oil, gas
    and other  minerals;  and to enter into operating  agreements and to execute
    division and transfer orders.

    (j) To hold any  securities or other  property in the name of the Trustee or
    its nominee,  with depositories or agent  depositories or in another form as
    it may deem best, with or without disclosing the trust relationship.

    (k) To  perform  any  and  all  other  acts  in its  judgment  necessary  or
    appropriate  for the  proper and  advantageous  management,  investment  and
    distribution of the Trust.

    (l) To retain any funds or property subject to any dispute without liability
    for the payment of  interest,  and to decline to make payment or delivery of
    the  funds  or  property  until  final  adjudication  is made by a court  of
    competent jurisdiction.

    (m)  To file all tax returns required of the Trustee.

    (n) To furnish to the  Employer,  the Plan  Administrator  and the  Advisory
    Committee an annual  statement of account showing the condition of the Trust
    Fund and all investments,  receipts,  disbursements  and other  transactions
    effected by the Trustee  during the Plan Year covered by the  statement  and
    also stating the assets of the Trust held at the end of the Plan Year, which
    accounts are  conclusive on all persons,  including  the Employer,  the Plan
    Administrator  and  the  Advisory  Committee,   except  as  to  any  act  or
    transaction  concerning  which the Employer,  the Plan  Administrator or the
    Advisory  Committee files with the Trustee written  exceptions or objections
    within  90 days  after  the  receipt  of the  accounts  or for  which  ERISA
    authorizes a longer period within which to object.

    (o) To begin, maintain or defend any litigation necessary in connection with
    the  administration  of the Plan,  except that the Trustee is not obliged or
    required to do so unless indemnified to its satisfaction.

<PAGE>


[B]  Nondiscretionary  Trustee  Designation/Appointment  of  Custodian.  If  the
Employer,  in its Adoption  Agreement  Section 1.02,  designates  the Trustee to
administer the Trust as a  nondiscretionary  Trustee,  then the Trustee will not
have any  discretion  or authority  with regard to the  investment  of the Trust
Fund, but must act solely as a directed trustee of the funds  contributed to it.
A  nondiscretionary  Trustee,  as directed trustee of the funds held by it under
the Employer's Plan, is authorized and empowered, by way of limitation, with the
following powers, rights and duties, each of which the nondiscretionary  Trustee
exercises solely as directed trustee in accordance with the written direction of
the Named Fiduciary (except to the extent a Plan asset is subject to the control
and management of a properly appointed Investment Manager or subject to Advisory
Committee or Participant direction of investment):

    (a) To invest any part or all of the Trust  Fund in any common or  preferred
    stocks,  open-end or closed-end mutual funds, put and call options traded on
    a national exchange,  United States retirement plan bonds,  corporate bonds,
    debentures,  convertible debentures,  commercial paper, U.S. Treasury bills,
    U.S.  Treasury notes and other direct or indirect  obligations of the United
    States  Government  or its  agencies,  improved  or  unimproved  real estate
    situated in the United States, limited partnerships,  insurance contracts of
    any type, mortgages,  notes or other property of any kind, real or personal,
    to buy or sell options on common stock on a  nationally  recognized  options
    exchange with or without  holding the  underlying  common stock,  to buy and
    sell commodities, commodity options and contracts for the future delivery of
    commodities,  and to make any other  investments  the Named  Fiduciary deems
    appropriate.

    (b) To retain in cash so much of the Trust Fund as the Named  Fiduciary  may
    direct in writing to satisfy  liquidity needs of the Plan and to deposit any
    cash  held in the  Trust  Fund in a bank  account  at  reasonable  interest,
    including,  specific  authority  to  invest  in any type of  deposit  of the
    Trustee  (or of a bank  related to the  Trustee  within the  meaning of Code
    ss.414(b)) at a reasonable rate of interest.

    (c) To sell, contract to sell, grant options to purchase,  convey, exchange,
    transfer,  abandon,  improve, repair, insure, lease for any term even though
    commencing  in the future or  extending  beyond  the term of the Trust,  and
    otherwise deal with all property, real or personal, in such manner, for such
    considerations  and on such  terms and  conditions  as the  Named  Fiduciary
    directs in writing.

    (d) To  credit  and  distribute  the  Trust  as  directed  by  the  Advisory
    Committee.  The Trustee is not obliged to inquire as to whether any payee or
    distributee is entitled to any payment or whether the distribution is proper
    or within the terms of the Plan,  or as to the manner of making any  payment
    or distribution.  The Trustee is accountable only to the Advisory  Committee
    for any  payment  or  distribution  made by it in good faith on the order or
    direction of the Advisory Committee.

     (e) To borrow money, to assume indebtedness,  extend mortgages and encumber
     by mortgage or pledge.

    (f) To have with  respect  to the Trust all of the  rights of an  individual
    owner,  including the power to give proxies,  to  participate  in any voting
    trusts,  mergers,  consolidations  or liquidations,  and to exercise or sell
    stock subscriptions or conversion rights,  provided the exercise of any such
    powers  is in  accordance  with and at the  written  direction  of the Named
    Fiduciary.

    (g) To lease for oil, gas and other mineral  purposes and to create  mineral
    severances by grant or reservation; to pool or unitize interests in oil, gas
    and other  minerals;  and to enter into operating  agreements and to execute
    division and transfer orders, provided the exercise of any such powers is in
    accordance with and at the written direction of the Named Fiduciary.

    (h)  To  hold  any   securities  or  other  property  in  the  name  of  the
    nondiscretionary   Trustee  or  its  nominee,  with  depositories  or  agent
    depositories  or in another form as the Named  Fiduciary may deem best, with
    or without disclosing the custodial relationship.

<PAGE>


    (i) To retain any funds or property subject to any dispute without liability
    for the payment of  interest,  and to decline to make payment or delivery of
    the funds or property  until a court of competent  jurisdiction  makes final
    adjudication.

    (j) To file all tax returns required of the Trustee.

    (k) To furnish to the Named Fiduciary,  the Employer, the Plan Administrator
    and the  Advisory  Committee  an annual  statement  of account  showing  the
    condition of the Trust Fund and all investments, receipts, disbursements and
    other transactions effected by the nondiscretionary  Trustee during the Plan
    Year covered by the  statement and also stating the assets of the Trust held
    at the end of the Plan Year,  which  accounts are conclusive on all persons,
    including the Named Fiduciary,  the Employer, the Plan Administrator and the
    Advisory Committee, except as to any act or transaction concerning which the
    Named  Fiduciary,  the  Employer,  the Plan  Administrator  or the  Advisory
    Committee  files with the  nondiscretionary  Trustee  written  exceptions or
    objections  within 90 days after the  receipt of the  accounts  or for which
    ERISA authorizes a longer period within which to object.

    (l) To begin, maintain or defend any litigation necessary in connection with
    the  administration  of the Plan,  except that the Trustee is not obliged or
    required to do so unless indemnified to its satisfaction.

    Appointment  of  Custodian.  The Employer may appoint a Custodian  under the
Plan,  the  acceptance by the Custodian  indicated on the execution  page of the
Employer's  Adoption  Agreement.  If the  Employer  appoints  a  Custodian,  the
Employer's  Plan must have a  discretionary  Trustee,  as  described  in Section
10.03[A].   A  Custodian   has  the  same   powers,   rights  and  duties  as  a
nondiscretionary  Trustee, as described in this Section 10.03[B].  The Custodian
accepts the terms of the Plan and Trust by  executing  the  Employer's  Adoption
Agreement.  Any  reference  in the Plan to a Trustee  also is a  reference  to a
Custodian where the context of the Plan dictates.  A limitation of the Trustee's
liability  by Plan  provision  also  acts  as a  limitation  of the  Custodian's
liability.  Any action  taken by the  Custodian at the  discretionary  Trustee's
direction  satisfies any provision in the Plan referring to the Trustee's taking
that action.

    Modification  of  Powers/Limited   Responsibility.   The  Employer  and  the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the powers
of the Custodian or nondiscretionary Trustee to any combination of powers listed
within this  Section  10.03[B].  If there is a Custodian  or a  nondiscretionary
Trustee under the  Employer's  Plan,  then the  Employer,  in adopting this Plan
acknowledges  the Custodian or  nondiscretionary  Trustee has no discretion with
respect  to the  investment  or  re-investment  of the  Trust  Fund and that the
Custodian  or  nondiscretionary  Trustee  is acting  solely as  custodian  or as
directed trustee with respect to the assets comprising the Trust Fund.

[C] Limitation of Powers of Certain Custodians.  If a Custodian is a bank which,
under its governing  state law, does not possess trust powers,  then  paragraphs
(a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and Article XI do not
apply to that bank and that bank only has the power and  authority  to  exercise
the remaining powers, rights and duties under Section 10.03[B].

<PAGE>


[D] Named  Fiduciary/Limitation  of  Liability  of  Nondiscretionary  Trustee or
Custodian.  Under a nondiscretionary  Trustee  designation,  the Named Fiduciary
under the  Employer's  Plan has the sole  responsibility  for the management and
control of the Employer's Trust Fund,  except with respect to a Plan asset under
the control or  direction  of a properly  appointed  Investment  Manager or with
respect to a Plan asset properly  subject to  Participant or Advisory  Committee
direction  of  investment.  If the  Employer  appoints  a  Custodian,  the Named
Fiduciary  is  the  discretionary  Trustee.  Under  a  nondiscretionary  Trustee
designation, unless the Employer designates in writing another person or persons
to serve as Named Fiduciary, the Named Fiduciary under the Plan is the president
of a corporate Employer,  the managing partner of a partnership  Employer or the
sole  proprietor,  as  appropriate.   The  Named  Fiduciary  will  exercise  its
management  and control of the Trust Fund  through its written  direction to the
nondiscretionary  Trustee  or  to  the  Custodian,   whichever  applies  to  the
Employer's Plan.

    The  nondiscretionary  Trustee or Custodian has no duty to review or to make
recommendations regarding investments made at the written direction of the Named
Fiduciary.  The nondiscretionary Trustee or Custodian must retain any investment
obtained at the written  direction of the Named Fiduciary until further directed
in  writing  by  the  Named  Fiduciary  to  dispose  of  such  investment.   The
nondiscretionary  Trustee  or  Custodian  is not liable in any manner or for any
reason for making,  retaining  or disposing  of any  investment  pursuant to any
written direction described in this paragraph.  Furthermore, the Employer agrees
to indemnify and to hold the nondiscretionary Trustee or Custodian harmless from
any damages,  costs or expenses,  including  reasonable  counsel fees, which the
nondiscretionary  Trustee  or  Custodian  may  incur  as a result  of any  claim
asserted  against  the  nondiscretionary  Trustee,  the  Custodian  or the Trust
arising out of the nondiscretionary Trustee's or Custodian's compliance with any
written direction described in this paragraph.

[E] Participant Loans. This Section 10.03[E] specifically authorizes the Trustee
to make loans on a nondiscriminatory  basis to a Participant or to a Beneficiary
in  accordance  with the loan  policy  established  by the  Advisory  Committee,
provided:  (1) the loan policy  satisfies the  requirements of Section 9.04; (2)
loans are  available  to all  Participants  and  Beneficiaries  on a  reasonably
equivalent  basis  and  are  not  available  in  a  greater  amount  for  Highly
Compensated  Employees  than for  other  Employees;  (3) any loan is  adequately
secured and bears a  reasonable  rate of  interest;  (4) the loan  provides  for
repayment  within a  specified  time;  (5) the  default  provisions  of the note
prohibit offset of the Participant's Nonforfeitable Accrued Benefit prior to the
time the Trustee  otherwise would  distribute the  Participant's  Nonforfeitable
Accrued  Benefit;  (6) the  amount of the loan does not  exceed (at the time the
Plan  extends the loan) the present  value of the  Participant's  Nonforfeitable
Accrued Benefit;  and (7) the loan otherwise  conforms to the exemption provided
by Code  ss.4975(d)(1).  If the joint and  survivor  requirements  of Article VI
apply to the  Participant,  the  Participant  may not pledge any  portion of his
Accrued  Benefit as  security  for a loan made after  August 18,  1985,  unless,
within the 90 day period ending on the date the pledge  becomes  effective,  the
Participant's  spouse,  if any,  consents (in a manner described in Section 6.05
other than the  requirement  relating to the consent of a subsequent  spouse) to
the security or, by separate consent,  to an increase in the amount of security.
If the Employer is an unincorporated  trade or business, a Participant who is an
Owner-Employee  may not receive a loan from the Plan,  unless he has  obtained a
prohibited  transaction  exemption from the Department of Labor. If the Employer
is an "S Corporation," a Participant who is a shareholder-employee  (an employee
or an officer) who, at any time during the  Employer's  taxable year,  owns more
than 5%,  either  directly or by  attribution  under Code  ss.318(a)(1),  of the
Employer's outstanding stock may not receive a loan from the Plan, unless he has
obtained a prohibited transaction exemption from the Department of Labor. If the
Employer is not an unincorporated trade or business nor an "S Corporation," this
Section  10.03[E] does not impose any  restrictions on the class of Participants
eligible for a loan from the Plan.

<PAGE>


[F] Investment in qualifying  Employer  securities and qualifying  Employer real
property. The investment options in this Section 10.03[F] include the ability to
invest in qualifying  Employer  securities or qualifying Employer real property,
as  defined  in  and  as  limited  by  ERISA.   If  the  Employer's  Plan  is  a
Nonstandardized  profit sharing plan, it may elect in its Adoption  Agreement to
permit the  aggregate  investments  in  qualifying  Employer  securities  and in
qualifying Employer real property to exceed 10% of the value of Plan assets.

    10.04 RECORDS AND STATEMENTS.  The records of the Trustee  pertaining to the
Plan must be open to the  inspection  of the Plan  Administrator,  the  Advisory
Committee and the Employer at all reasonable  times and may be audited from time
to time by any person or persons as the Employer, Plan Administrator or Advisory
Committee   may  specify  in  writing.   The  Trustee   must  furnish  the  Plan
Administrator or Advisory  Committee with whatever  information  relating to the
Trust Fund the Plan Administrator or Advisory Committee considers necessary.

    10.05 FEES AND  EXPENSES  FROM FUND.  A Trustee or  Custodian  will  receive
reasonable  annual  compensation as may be agreed upon from time to time between
the Employer and the Trustee or Custodian.  No person who is receiving  full pay
from the  Employer  may  receive  compensation  for  services  as  Trustee or as
Custodian.  The  Trustee  will  pay from the  Trust  Fund all fees and  expenses
reasonably  incurred by the Plan,  to the extent such fees and  expenses are for
the ordinary and necessary  administration and operation of the Plan, unless the
Employer  pays such fees and  expenses.  Any fee or expense  paid,  directly  or
indirectly,  by the  Employer  is  not an  Employer  contribution  to the  Plan,
provided the fee or expense relates to the ordinary and necessary administration
of the Fund.

    10.06  PARTIES TO  LITIGATION.  Except as  otherwise  provided by ERISA,  no
Participant or Beneficiary is a necessary party or is required to receive notice
of process in any court  proceeding  involving  the Plan,  the Trust Fund or any
fiduciary of the Plan.  Any final  judgment  entered in any  proceeding  will be
conclusive upon the Employer,  the Plan  Administrator,  the Advisory Committee,
the Trustee, Custodian, Participants and Beneficiaries.

    10.07  PROFESSIONAL  AGENTS.  The  Trustee may employ and pay from the Trust
Fund reasonable compensation to agents, attorneys, accountants and other persons
to advise the  Trustee as in its  opinion  may be  necessary.  The  Trustee  may
delegate to any agent,  attorney,  accountant or other person selected by it any
non-Trustee  power or duty vested in it by the Plan,  and the Trustee may act or
refrain from acting on the advice or opinion of any agent, attorney,  accountant
or other person so selected.

    10.08  DISTRIBUTION OF CASH OR PROPERTY.  The Trustee may make  distribution
under the Plan in cash or property,  or partly in each, at its fair market value
as determined by the Trustee. For purposes of a distribution to a Participant or
to a  Participant's  designated  Beneficiary  or  surviving  spouse,  "property"
includes a Nontransferable Annuity Contract, provided the contract satisfies the
requirements of this Plan.

    10.09  DISTRIBUTION  DIRECTIONS.  If no one claims a payment or distribution
made from the Trust, the Trustee must promptly notify the Advisory Committee and
then dispose of the payment in accordance  with the subsequent  direction of the
Advisory Committee.

<PAGE>


    10.10 THIRD PARTY/MULTIPLE  TRUSTEES.  No person dealing with the Trustee is
obligated  to see to the  proper  application  of any  money  paid  or  property
delivered to the Trustee,  or to inquire  whether the Trustee has acted pursuant
to any of the terms of the Plan.  Each person  dealing  with the Trustee may act
upon any notice,  request or representation in writing by the Trustee, or by the
Trustee's duly authorized  agent,  and is not liable to any person in so acting.
The  certificate  of the Trustee that it is acting in  accordance  with the Plan
will be conclusive in favor of any person  relying on the  certificate.  If more
than two  persons act as Trustee,  a decision  of the  majority of such  persons
controls with respect to any decision regarding the administration or investment
of the Trust Fund or of any portion of the Trust Fund with respect to which such
persons act as Trustee.  However, the signature of only one Trustee is necessary
to effect any transaction on behalf of the Trust.

    10.11  RESIGNATION.  The Trustee or Custodian may resign its position at any
time by giving 30 days'  written  notice in advance to the  Employer  and to the
Advisory Committee.  If the Employer fails to appoint a successor Trustee within
60 days of its  receipt of the  Trustee's  written  notice of  resignation,  the
Trustee  will treat the  Employer as having  appointed  itself as Trustee and as
having  filed  its  acceptance  of  appointment  with the  former  Trustee.  The
Employer, in its sole discretion,  may replace a Custodian. If the Employer does
not replace a Custodian,  the  discretionary  Trustee will assume  possession of
Plan assets held by the former Custodian.

    10.12 REMOVAL. The Employer, by giving 30 days' written notice in advance to
the  Trustee,  may  remove  any  Trustee  or  Custodian.  In  the  event  of the
resignation  or removal of a Trustee,  the  Employer  must  appoint a  successor
Trustee if it intends to  continue  the Plan.  If two or more  persons  hold the
position of Trustee, in the event of the removal of one such person,  during any
period the  selection  of a  replacement  is pending,  or during any period such
person is unable to serve for any reason,  the remaining  person or persons will
act as the Trustee.

    10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE.  Each successor Trustee succeeds
to the title to the Trust vested in his  predecessor by accepting in writing his
appointment as successor  Trustee and by filing the  acceptance  with the former
Trustee and the Advisory  Committee without the signing or filing of any further
statement.  The  resigning or removed  Trustee,  upon receipt of  acceptance  in
writing of the Trust by the successor Trustee, must execute all documents and do
all acts  necessary to vest the title of record in any successor  Trustee.  Each
successor  Trustee  has and enjoys all of the  powers,  both  discretionary  and
ministerial,  conferred under this Agreement upon his  predecessor.  A successor
Trustee  is  not  personally  liable  for  any  act  or  failure  to  act of any
predecessor  Trustee,  except as required under ERISA.  With the approval of the
Employer and the Advisory  Committee,  a successor Trustee,  with respect to the
Plan,  may accept the account  rendered  and the  property  delivered to it by a
predecessor  Trustee without  incurring any liability or  responsibility  for so
doing.

    10.14  VALUATION OF TRUST.  The Trustee must value the Trust Fund as of each
Accounting Date to determine the fair market value of each Participant's Accrued
Benefit in the Trust.  The Trustee  also must value the Trust Fund on such other
valuation dates as directed in writing by the Advisory  Committee or as required
by the Employer's Adoption Agreement.

    10.15 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER,  ANCILLARY TRUSTEE OR
INDEPENDENT  FIDUCIARY  APPOINTED.  The  Trustee  is not  liable for the acts or
omissions of any Investment Manager the Advisory  Committee may appoint,  nor is
the Trustee under any obligation to invest or otherwise  manage any asset of the
Plan which is  subject to the  management  of a  properly  appointed  Investment
Manager.  The  Advisory  Committee,  the  Trustee  and  any  properly  appointed
Investment  Manager  may  execute  a  letter  agreement  as a part of this  Plan
delineating  the duties,  responsibilities  and  liabilities  of the  Investment
Manager  with  respect to any part of the Trust  Fund  under the  control of the
Investment Manager.

<PAGE>


    The limitation on liability  described in this Section 10.15 also applies to
the acts or omissions of any ancillary trustee or independent fiduciary properly
appointed under Section 10.17 of the Plan. However, if a discretionary  Trustee,
pursuant to the delegation  described in Section 10.17 of the Plan,  appoints an
ancillary  trustee,  the  discretionary  Trustee is responsible for the periodic
review of the  ancillary  trustee's  actions  and must  exercise  its  delegated
authority in  accordance  with the terms of the Plan and in a manner  consistent
with ERISA. The Employer, the discretionary Trustee and an ancillary trustee may
execute  a  letter   agreement   as  a  part  of  this  Plan   delineating   any
indemnification agreement between the parties.

    10.16  INVESTMENT IN GROUP TRUST FUND. The Employer,  by adopting this Plan,
specifically  authorizes  the Trustee to invest all or any portion of the assets
comprising  the Trust  Fund in any  group  trust  fund  which at the time of the
investment  provides for the pooling of the assets of plans qualified under Code
ss.401(a).  This authorization  applies solely to a group trust fund exempt from
taxation  under Code  ss.501(a) and the trust  agreement of which  satisfies the
requirements  of Revenue Ruling  81-100.  The provisions of the group trust fund
agreement,  as amended  from time to time,  are by this  reference  incorporated
within this Plan and Trust.  The  provisions of the group trust fund will govern
any  investment  of Plan assets in that fund.  The  Employer  must specify in an
attachment  to its  adoption  agreement  the group  trust  fund(s) to which this
authorization  applies. If the Trustee is acting as a nondiscretionary  Trustee,
the  investment in the group trust fund is available  only in accordance  with a
proper direction,  by the Named Fiduciary,  in accordance with Section 10.03[B].
Pursuant to  paragraph  (c) of Section  10.03[A] of the Plan,  a Trustee has the
authority  to invest in certain  common  trust funds and  collective  investment
funds without the need for the  authorizing  addendum  described in this Section
10.16.

    Furthermore,  at the  Employer's  direction,  the  Trustee,  for  collective
investment  purposes,  may combine into one trust fund the Trust  created  under
this Plan with the Trust created under any other  qualified  retirement plan the
Employer  maintains.  However,  the Trustee must  maintain  separate  records of
account  for the  assets  of each  Trust  in  order  to  reflect  properly  each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

    10.17  APPOINTMENT  OF  ANCILLARY  TRUSTEE  OR  INDEPENDENT  FIDUCIARY.  The
Employer,  in writing,  may appoint any person in any State to act as  ancillary
trustee with respect to a designated  portion of the Trust Fund,  subject to the
consent  required  under  Section 1.02 if the Master Plan Sponsor is a financial
institution.  An ancillary trustee must acknowledge in writing its acceptance of
the terms  and  conditions  of its  appointment  as  ancillary  trustee  and its
fiduciary  status under ERISA.  The  ancillary  trustee has the rights,  powers,
duties and discretion as the Employer may delegate,  subject to any  limitations
or  directions  specified  in  the  instrument  evidencing  appointment  of  the
ancillary  trustee  and to the  terms of the Plan or of  ERISA.  The  investment
powers  delegated to the  ancillary  trustee may include any  investment  powers
available  under  Section  10.03 of the Plan  including  the right to invest any
portion of the assets of the Trust Fund in a common trust fund,  as described in
Code ss.584,  or in any  collective  investment  fund,  the  provisions of which
govern the  investment  of such assets and which the Plan  incorporates  by this
reference,  but only if the  ancillary  trustee is a bank or  similar  financial
institution  supervised  by the  United  States or by a State and the  ancillary
trustee (or its  affiliate,  as defined in Code  ss.1504)  maintains  the common
trust  fund  or  collective  investment  fund  exclusively  for  the  collective
investment of money contributed by the ancillary trustee (or its affiliate) in a
trustee  capacity  and which  conforms  to the rules of the  Comptroller  of the
Currency.  The Employer also may appoint as an ancillary trustee, the trustee of
any group trust fund  designated  for  investment  pursuant to the provisions of
Section 10.16 of the Plan.

<PAGE>


    The  ancillary  trustee may resign its  position at any time by providing at
least 30 days'  advance  written  notice to the  Employer,  unless the  Employer
waives  this  notice  requirement.  The  Employer,  in  writing,  may  remove an
ancillary  trustee at any time.  In the event of  resignation  or  removal,  the
Employer may appoint another ancillary trustee, return the assets to the control
and  management  of the  Trustee  or  receive  such  assets in the  capacity  of
ancillary  trustee.  The Employer may delegate its  responsibilities  under this
Section  10.17  to  a  discretionary  Trustee  under  the  Plan,  but  not  to a
nondiscretionary  Trustee or to a Custodian,  subject to the  acceptance  by the
discretionary Trustee of that delegation.

    If the U.S. Department of Labor ("the Department") requires engagement of an
independent  fiduciary to have control or  management of all or a portion of the
Trust Fund, the Employer will appoint such independent fiduciary, as directed by
the Department. The independent fiduciary will have the duties, responsibilities
and  powers  prescribed  by the  Department  and  will  exercise  those  duties,
responsibilities  and  powers in  accordance  with the terms,  restrictions  and
conditions  established  by the Department  and, to the extent not  inconsistent
with ERISA,  the terms of the Plan.  The  independent  fiduciary must accept its
appointment  in writing and must  acknowledge  its status as a fiduciary  of the
Plan.

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


<PAGE>


                                   ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

    11.01 INSURANCE  BENEFIT.  The Employer may elect to provide incidental life
insurance  benefits for  insurable  Participants  who consent to life  insurance
benefits by signing the  appropriate  insurance  company  application  form. The
Trustee  will  not  purchase  any  incidental  life  insurance  benefit  for any
Participant prior to an allocation to the Participant's  Account.  At an insured
Participant's written direction,  the Trustee will use all or any portion of the
Participant's  nondeductible voluntary  contributions,  if any, to pay insurance
premiums covering the Participant's life. This Section 11.01 also authorizes the
purchase of life insurance, for the benefit of the Participant, on the life of a
family member of the Participant or on any person in whom the Participant has an
insurable  interest.  However,  if the  policy  is on  the  joint  lives  of the
Participant and another person, the Trustee may not maintain that policy if that
other person predeceases the Participant.

    The  Employer  will  direct the  Trustee  as to the  insurance  company  and
insurance  agent  through  which  the  Trustee  is  to  purchase  the  insurance
contracts,  the amount of the coverage and the applicable  dividend  plan.  Each
application  for a policy,  and the  policies  themselves,  must  designate  the
Trustee as sole owner,  with the right  reserved to the Trustee to exercise  any
right or option  contained in the policies,  subject to the terms and provisions
of this Agreement.  The Trustee must be the named beneficiary for the Account of
the  insured   Participant.   Proceeds  of  insurance   contracts  paid  to  the
Participant's  Account  under this  Article XI are  subject to the  distribution
requirements  of Article V and of Article  VI. The  Trustee  will not retain any
such proceeds for the benefit of the Trust.

    The Trustee will charge the  premiums on any  incidental  benefit  insurance
contract  covering  the  life  of a  Participant  against  the  Account  of that
Participant.  The Trustee will hold all incidental  benefit insurance  contracts
issued under the Plan as assets of the Trust created under the Plan.

(A) Incidental insurance benefits. The aggregate of life insurance premiums paid
for the benefit of a  Participant,  at all times,  may not exceed the  following
percentages  of the aggregate of the Employer's  contributions  allocated to any
Participant's  Account:  (i) 49% in the case of the  purchase of  ordinary  life
insurance  contracts;  or (ii)  25% in the  case of the  purchase  of term  life
insurance or universal  life  insurance  contracts.  If the Trustee  purchases a
combination  of ordinary life insurance  contract(s)  and term life insurance or
universal life insurance  contract(s),  then the sum of one-half of the premiums
paid for the ordinary life insurance  contract(s)  and the premiums paid for the
term life insurance or universal life insurance  contract(s)  may not exceed 25%
of the Employer contributions allocated to any Participant's Account.

(B) Exception for certain  profit sharing  plans.  If the  Employer's  Plan is a
profit sharing plan,  the incidental  insurance  benefits  requirement  does not
apply  to the Plan if the Plan  purchases  life  insurance  benefits  only  from
Employer contributions accumulated in the Participant's Account for at least two
years (measured from the allocation date).

    11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not continue
any life insurance  protection for any Participant  beyond his annuity  starting
date (as defined in Article  VI). If the Trustee  holds any  incidental  benefit
insurance  contract(s)  for the benefit of a Participant  when he terminates his
employment (other than by reason of death), the Trustee must proceed as follows:

    (a) If the entire cash value of the contract(s) is vested in the terminating
    Participant, or if the contract(s) will have no cash value at the end of the
    policy year in which  termination  of  employment  occurs,  the Trustee will
    transfer the  contract(s) to the  Participant  endorsed so as to vest in the
    transferee all right, title and interest to the contract(s),  free and clear
    of the Trust; subject however, to restrictions as to surrender or payment of
    benefits as the  issuing  insurance  company may permit and as the  Advisory
    Committee directs;

<PAGE>


    (b) If only  part of the cash  value of the  contract(s)  is  vested  in the
    terminating  Participant,  the  Trustee,  to the  extent  the  Participant's
    interest in the cash value of the contract(s) is not vested,  may adjust the
    Participant's  interest  in the value of his Account  attributable  to Trust
    assets other than incidental  benefit insurance  contracts and proceed as in
    (a), or the Trustee must effect a loan from the issuing insurance company on
    the sole security of the  contract(s)  for an amount equal to the difference
    between the cash value of the  contract(s)  at the end of the policy year in
    which termination of employment occurs and the amount of the cash value that
    is vested in the terminating Participant,  and the Trustee must transfer the
    contract(s)  endorsed so as to vest in the transferee  all right,  title and
    interest to the contract(s),  free and clear of the Trust;  subject however,
    to the  restrictions  as to  surrender or payment of benefits as the issuing
    insurance company may permit and the Advisory Committee directs;

    (c) If no part  of the  cash  value  of the  contract(s)  is  vested  in the
    terminating Participant, the Trustee must surrender the contract(s) for cash
    proceeds as may be available.

    In  accordance  with the written  direction of the Advisory  Committee,  the
Trustee will make any transfer of  contract(s)  under this Section  11.02 on the
Participant's annuity starting date (or as soon as administratively  practicable
after that date).  The Trustee may not transfer any contract  under this Section
11.02 which contains a method of payment not specifically  authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable,  of Article VI. In this regard, the Trustee either must convert such
a contract to cash and  distribute  the cash instead of the contract,  or before
making the  transfer,  require  the issuing  company to delete the  unauthorized
method of payment option from the contract.

    11.03  DEFINITIONS. For purposes of this Article XI:

    (a)  "Policy"  means an  ordinary  life  insurance  contract  or a term life
    insurance contract issued by an insurer on the life of a Participant.

    (b) "Issuing  insurance  company" is any life  insurance  company  which has
    issued a policy  upon  application  by the  Trustee  under the terms of this
    Agreement.

    (c) "Contract" or "Contracts"  means a policy of insurance.  In the event of
    any  conflict  between  the  provisions  of this  Plan and the  terms of any
    contract or policy of insurance  issued in accordance  with this Article XI,
    the provisions of the Plan control.

    (d)  "Insurable  Participant"  means a  Participant  to  whom  an  insurance
    company,  upon an application  being  submitted in accordance with the Plan,
    will issue insurance coverage,  either as a standard risk or as a risk in an
    extra mortality classification.

    11.04  DIVIDEND  PLAN.  The dividend  plan is premium  reduction  unless the
Advisory Committee directs the Trustee to the contrary. The Trustee must use all
dividends for a contract to purchase insurance benefits or additional  insurance
benefits for the Participant on whose life the insurance  company has issued the
contract.  Furthermore,  the  Trustee  must  arrange,  where  possible,  for all
policies  issued  on the lives of  Participants  under the Plan to have the same
premium due date and all ordinary life insurance contracts to contain guaranteed
cash values with as uniform  basic  options as are possible to obtain.  The term
"dividends" includes policy dividends, refunds of premiums and other credits.

     11.05  INSURANCE  COMPANY NOT A PARTY TO AGREEMENT.  No insurance  company,
solely in its  capacity  as an  issuing  insurance  company,  is a party to this
Agreement nor is the company responsible for its validity.

<PAGE>


    11.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS.  No insurance
company,  solely in its capacity as an issuing insurance  company,  need examine
the terms of this  Agreement  nor is  responsible  for any  action  taken by the
Trustee.

    11.07 INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE.  For the purpose of
making  application to an insurance  company and in the exercise of any right or
option  contained  in any  policy,  the  insurance  company  may  rely  upon the
signature of the Trustee and is saved  harmless  and  completely  discharged  in
acting at the direction and authorization of the Trustee.

    11.08 ACQUITTANCE. An insurance company is discharged from all liability for
any amount paid to the Trustee or paid in  accordance  with the direction of the
Trustee, and is not obliged to see to the distribution or further application of
any moneys it so pays.

    11.09 DUTIES OF INSURANCE  COMPANY.  Each  insurance  company must keep such
records, make such identification of contracts, funds and accounts within funds,
and supply such information as may be necessary for the proper administration of
the Plan under which it is carrying insurance benefits.

    Note: The provisions of this Article XI are not applicable, and the Plan may
not invest in  insurance  contracts,  if a Custodian  signatory  to the Adoption
Agreement is a bank which has not acquired trust powers from its governing state
banking authority.

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


<PAGE>


                                   ARTICLE XII
                                  MISCELLANEOUS


    12.01 EVIDENCE. Anyone required to give evidence under the terms of the Plan
may do so by certificate,  affidavit,  document or other  information  which the
person to act in reliance may consider pertinent,  reliable and genuine,  and to
have been signed, made or presented by the proper party or parties. The Advisory
Committee  and the Trustee are fully  protected  in acting and relying  upon any
evidence described under the immediately preceding sentence.

    12.02 NO  RESPONSIBILITY  FOR EMPLOYER  ACTION.  Neither the Trustee nor the
Advisory  Committee  has any  obligation or  responsibility  with respect to any
action  required by the Plan to be taken by the  Employer,  any  Participant  or
eligible Employee, or for the failure of any of the above persons to act or make
any payment or contribution,  or to otherwise  provide any benefit  contemplated
under this  Plan.  Furthermore,  the Plan does not  require  the  Trustee or the
Advisory  Committee to collect any  contribution  required under the Plan, or to
determine the  correctness of the amount of any Employer  contribution.  Neither
the Trustee nor the Advisory  Committee need inquire into or be responsible  for
any action or failure  to act on the part of the  others,  or on the part of any
other person who has any responsibility regarding the management, administration
or  operation  of the Plan,  whether  by the  express  terms of the Plan or by a
separate  agreement  authorized by the Plan or by the  applicable  provisions of
ERISA.  Any action  required  of a  corporate  Employer  must be by its Board of
Directors or its designate.

    12.03 FIDUCIARIES NOT INSURERS.  The Trustee,  the Advisory  Committee,  the
Plan Administrator and the Employer in no way guarantee the Trust Fund from loss
or depreciation.  The Employer does not guarantee the payment of any money which
may be or becomes due to any person from the Trust Fund.  The  liability  of the
Advisory  Committee  and the Trustee to make any payment  from the Trust Fund at
any time and all times is limited to the then available assets of the Trust.

    12.04  WAIVER OF NOTICE.  Any person  entitled to notice  under the Plan may
waive the notice,  unless the Code or Treasury regulations  prescribe the notice
or ERISA specifically or impliedly prohibits such a waiver.

    12.05 SUCCESSORS.  The Plan is binding upon all persons entitled to benefits
under the Plan,  their  respective  heirs  and legal  representatives,  upon the
Employer,  its  successors  and  assigns,  and upon the  Trustee,  the  Advisory
Committee, the Plan Administrator and their successors.

    12.06 WORD USAGE.  Words used in the  masculine  also apply to the  feminine
where applicable,  and wherever the context of the Employer's Plan dictates, the
plural includes the singular and the singular includes the plural.

    12.07 STATE LAW. The law of the state of the Employer's  principal  place of
business (unless otherwise  designated in an addendum to the Employer's Adoption
Agreement)  will determine all questions  arising with respect to the provisions
of this Agreement except to the extent superseded by Federal law.

    12.08  EMPLOYER'S  RIGHT TO  PARTICIPATE.  If the  Employer's  Plan fails to
qualify or to maintain  qualification  or if the Employer makes any amendment or
modification  to a provision of this Plan (other than a proper  completion of an
elective provision under the Adoption Agreement or the attachment of an addendum
authorized by the Plan or by the Adoption Agreement), the Employer may no longer
participate  under this Master Plan. The Employer also may not  participate  (or
continue to  participate)  in this Master Plan if the Trustee or Custodian (or a
change in the Trustee or Custodian) does not satisfy the requirements of Section
1.02 of the Plan.  If the  Employer is not  entitled to  participate  under this
Master  Plan,  the  Employer's  Plan is an  individually-designed  plan  and the
reliance  procedures  specified in the applicable  Adoption  Agreement no longer
will apply.

<PAGE>


    12.09  EMPLOYMENT NOT  GUARANTEED.  Nothing  contained in this Plan, or with
respect to the  establishment  of the Trust, or any modification or amendment to
the Plan or Trust,  or in the  creation  of any  Account,  or the payment of any
benefit, gives any Employee,  Employee-Participant  or any Beneficiary any right
to continue  employment,  any legal or equitable right against the Employer,  or
Employee of the Employer, or against the Trustee, or its agents or employees, or
against the Plan  Administrator,  except as expressly  provided by the Plan, the
Trust, ERISA or by a separate agreement.

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


<PAGE>


                                  ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION


    13.01 EXCLUSIVE BENEFIT.  Except as provided under Article III, the Employer
has no beneficial interest in any asset of the Trust and no part of any asset in
the Trust may ever  revert to or be repaid to an  Employer,  either  directly or
indirectly;  nor, prior to the  satisfaction of all liabilities  with respect to
the  Participants  and their  Beneficiaries  under the Plan, may any part of the
corpus or income of the Trust Fund, or any asset of the Trust,  be (at any time)
used for, or  diverted  to,  purposes  other than the  exclusive  benefit of the
Participants or their  Beneficiaries.  However,  if the Commissioner of Internal
Revenue,  upon  the  Employer's  request  for  initial  approval  of this  Plan,
determines the Trust created under the Plan is not a qualified trust exempt from
Federal  income tax, then (and only then) the Trustee,  upon written notice from
the  Employer,   will  return  the  Employer's   contributions   (and  increment
attributable to the  contributions)  to the Employer.  The Trustee must make the
return of the Employer  contribution under this Section 13.01 within one year of
a final disposition of the Employer's  request for initial approval of the Plan.
The Employer's  Plan and Trust will  terminate upon the Trustee's  return of the
Employer's contributions.

     13.02  AMENDMENT  BY  EMPLOYER.  The Employer has the right at any time and
from time to time:

    (a) To amend the elective provisions of the Adoption Agreement in any manner
    it  deems   necessary   or  advisable  in  order  to  qualify  (or  maintain
    qualification  of)  this  Plan and the  Trust  created  under  it under  the
    provisions of Code ss.401(a);

     (b) To amend  the Plan to allow the Plan to  operate  under a waiver of the
     minimum funding requirement; and

    (c)  To amend this Agreement in any other manner.

    No amendment  may  authorize or permit any of the Trust Fund (other than the
part which is required to pay taxes and administration  expenses) to be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or their  Beneficiaries or estates. No amendment may cause or permit any portion
of the  Trust  Fund to  revert  to or become a  property  of the  Employer.  The
Employer  also may not make any amendment  which  affects the rights,  duties or
responsibilities  of  the  Trustee,  the  Plan  Administrator  or  the  Advisory
Committee  without  the  written  consent  of the  affected  Trustee,  the  Plan
Administrator  or the affected  member of the Advisory  Committee.  The Employer
must make all amendments in writing. Each amendment must state the date to which
it is either retroactively or prospectively effective. See Section 12.08 for the
effect of certain amendments adopted by the Employer.

(A) Code ss.411(d)(6)  protected benefits.  An amendment (including the adoption
of  this  Plan  as a  restatement  of an  existing  plan)  may  not  decrease  a
Participant's  Accrued  Benefit,  except  to the  extent  permitted  under  Code
ss.412(c)(8),  and may not  reduce  or  eliminate  Code  ss.411(d)(6)  protected
benefits  determined  immediately  prior to the adoption date (or, if later, the
effective  date) of the  amendment.  An  amendment  reduces or  eliminates  Code
ss.411(d)(6)  protected  benefits if the  amendment has the effect of either (1)
eliminating or reducing an early retirement benefit or a retirement-type subsidy
(as  defined in  Treasury  regulations),  or (2) except as  provided by Treasury
regulations,  eliminating  an optional form of benefit.  The Advisory  Committee
must  disregard an amendment to the extent  application  of the amendment  would
fail to satisfy this  paragraph.  If the Advisory  Committee  must  disregard an
amendment  because the  amendment  would  violate  clause (1) or clause (2), the
Advisory  Committee must maintain a schedule of the early  retirement  option or
other  optional  forms  of  benefit  the Plan  must  continue  for the  affected
Participants.

<PAGE>


    13.03 AMENDMENT BY MASTER PLAN SPONSOR.  The Master Plan Sponsor (or PPD, as
agent of the Master Plan Sponsor), without the Employer's consent, may amend the
Plan and Trust, from time to time, in order to conform the Plan and Trust to any
requirement for  qualification  of the Plan and Trust under the Internal Revenue
Code.  The Master Plan  Sponsor may not amend the Plan in any manner which would
modify any election made by the Employer  under the Plan without the  Employer's
written consent.  Furthermore, the Master Plan Sponsor may not amend the Plan in
any manner which would violate the proscription of Section 13.02. A Trustee does
not have the power to amend the Plan or Trust.

    13.04 DISCONTINUANCE. The Employer has the right, at any time, to suspend or
discontinue  its  contributions  under the Plan, and to terminate,  at any time,
this Plan and the Trust created under this  Agreement.  The Plan will  terminate
upon the first to occur of the following:

    (a) The date terminated by action of the Employer;

    (b) The  dissolution or merger of the Employer,  unless the successor  makes
    provision to continue the Plan, in which event the successor must substitute
    itself  as the  Employer  under  this  Plan.  Any  termination  of the  Plan
    resulting from this paragraph (b) is not effective until compliance with any
    applicable notice requirements under ERISA.

    13.05 FULL VESTING ON TERMINATION.  Upon either full or partial  termination
of the Plan, or, if applicable,  upon complete  discontinuance of profit sharing
plan contributions to the Plan, an affected  Participant's  right to his Accrued
Benefit is 100%  Nonforfeitable,  irrespective of the Nonforfeitable  percentage
which otherwise would apply under Article V.

    13.06 MERGER/DIRECT  TRANSFER. The Trustee may not consent to, or be a party
to, any merger or consolidation with another plan, or to a transfer of assets or
liabilities to another plan, unless immediately after the merger,  consolidation
or transfer,  the surviving Plan provides each Participant a benefit equal to or
greater  than the benefit  each  Participant  would have  received  had the Plan
terminated  immediately  before the merger or  consolidation  or  transfer.  The
Trustee  possesses  the specific  authority to enter into merger  agreements  or
direct transfer of assets agreements with the trustees of other retirement plans
described in Code ss.401(a),  including an elective transfer,  and to accept the
direct  transfer of plan assets,  or to transfer plan assets,  as a party to any
such agreement.

    The  Trustee  may accept a direct  transfer  of plan  assets on behalf of an
Employee  prior  to the date  the  Employee  satisfies  the  Plan's  eligibility
conditions.  If the Trustee accepts such a direct  transfer of plan assets,  the
Advisory  Committee and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the  Employee is not a  Participant  for purposes of
sharing in Employer  contributions  or  Participant  forfeitures  under the Plan
until he actually becomes a Participant in the Plan.

<PAGE>


(A) Elective transfers.  The Trustee,  after August 9, 1988, may not consent to,
or be a party to a merger,  consolidation  or  transfer of assets with a defined
benefit  plan,  except  with  respect  to an  elective  transfer,  or unless the
transferred  benefits are in the form of paid-up  individual  annuity  contracts
guaranteeing  the payment of the  transferred  benefits in  accordance  with the
terms of the transferor  plan and in a manner  consistent with the Code and with
ERISA. The Trustee will hold,  administer and distribute the transferred  assets
as a part of the Trust Fund and the Trustee  must  maintain a separate  Employer
contribution Account for the benefit of the Employee on whose behalf the Trustee
accepted the transfer in order to reflect the value of the  transferred  assets.
Unless a transfer of assets to this Plan is an elective transfer,  the Plan will
preserve  all  Code  ss.411(d)(6)  protected  benefits  with  respect  to  those
transferred  assets,  in the manner described in Section 13.02. A transfer is an
elective  transfer if: (1) the transfer  satisfies  the first  paragraph of this
Section 13.06; (2) the transfer is voluntary, under a fully informed election by
the  Participant;  (3) the Participant has an alternative  that retains his Code
ss.411(d)(6) protected benefits (including an option to leave his benefit in the
transferor plan, if that plan is not  terminating);  (4) the transfer  satisfies
the applicable spousal consent requirements of the Code; (5) the transferor plan
satisfies  the joint  and  survivor  notice  requirements  of the  Code,  if the
Participant's  transferred  benefit is subject  to those  requirements;  (6) the
Participant has a right to immediate  distribution  from the transferor plan, in
lieu of the  elective  transfer;  (7) the  transferred  benefit  is at least the
greater of the single sum distribution provided by the transferor plan for which
the  Participant is eligible or the present value of the  Participant's  accrued
benefit under the transferor plan payable at that plan's normal  retirement age;
(8)  the  Participant  has a 100%  Nonforfeitable  interest  in the  transferred
benefit;   and  (9)  the  transfer  otherwise   satisfies   applicable  Treasury
regulations. An elective transfer may occur between qualified plans of any type.
Any direct  transfer of assets from a defined benefit plan after August 9, 1988,
which does not  satisfy  the  requirements  of this  paragraph  will  render the
Employer's Plan individually-designed. See Section 12.08.

(B)  Distribution  restrictions  under Code  ss.401(k).  If the Plan  receives a
direct transfer (by merger or otherwise) of elective  contributions  (or amounts
treated  as  elective   contributions)  under  a  Plan  with  a  Code  ss.401(k)
arrangement,  the  distribution  restrictions of Code  ss.ss.401(k)(2)  and (10)
continue to apply to those transferred elective contributions.

    13.07  TERMINATION.

(A) Procedure.  Upon  termination of the Plan,  the  distribution  provisions of
Article VI remain operative, with the following exceptions:

    (1) if the present value of the Participant's Nonforfeitable Accrued Benefit
    does not exceed  $3,500,  the Advisory  Committee will direct the Trustee to
    distribute the Participant's  Nonforfeitable  Accrued Benefit to him in lump
    sum as soon as administratively practicable after the Plan terminates; and

    (2) if the present value of the Participant's Nonforfeitable Accrued Benefit
    exceeds  $3,500,  the  Participant  or the  Beneficiary,  in addition to the
    distribution  events  permitted  under  Article  VI,  may  elect to have the
    Trustee commence distribution of his Nonforfeitable  Accrued Benefit as soon
    as administratively practicable after the Plan terminates.

    To liquidate  the Trust,  the Advisory  Committee  will  purchase a deferred
annuity  contract  for  each  Participant   which  protects  the   Participant's
distribution rights under the Plan, if the Participant's  Nonforfeitable Accrued
Benefit  exceeds  $3,500  and  the  Participant  does  not  elect  an  immediate
distribution pursuant to Paragraph (2).

<PAGE>


    If the  Employer's  Plan is a profit  sharing plan, in lieu of the preceding
provisions of this Section 13.07 and the distribution  provisions of Article VI,
the Advisory  Committee will direct the Trustee to distribute each Participant's
Nonforfeitable  Accrued  Benefit,  in lump  sum,  as  soon  as  administratively
practicable after the termination of the Plan, irrespective of the present value
of the Participant's  Nonforfeitable Accrued Benefit and whether the Participant
consents to that  distribution.  This  paragraph does not apply if: (1) the Plan
provides an annuity option; or (2) as of the period between the Plan termination
date and the final  distribution  of assets,  the Employer  maintains  any other
defined contribution plan (other than an ESOP). The Employer,  in an addendum to
its Adoption  Agreement  numbered  13.07,  may elect not to have this  paragraph
apply.

    The Trust will continue  until the Trustee in accordance  with the direction
of the Advisory Committee has distributed all of the benefits under the Plan. On
each  valuation  date,  the  Advisory  Committee  will  credit  any  part  of  a
Participant's Accrued Benefit retained in the Trust with its proportionate share
of the Trust's income, expenses, gains and losses, both realized and unrealized.
Upon  termination of the Plan, the amount,  if any, in a suspense  account under
Article  III will  revert to the  Employer,  subject  to the  conditions  of the
Treasury regulations  permitting such a reversion.  A resolution or amendment to
freeze all future benefit accrual but otherwise to continue  maintenance of this
Plan, is not a termination for purposes of this Section 13.07.

(B)  Distribution  restrictions  under Code  ss.401(k).  If the Employer's  Plan
includes a Code  ss.401(k)  arrangement or if  transferred  assets  described in
Section   13.06  are   subject  to  the   distribution   restrictions   of  Code
ss.ss.401(k)(2)  and (10), the special  distribution  provisions of this Section
13.07 are  subject to the  restrictions  of this  paragraph.  The portion of the
Participant's   Nonforfeitable   Accrued   Benefit   attributable   to  elective
contributions  (or to amounts  treated under the Code  ss.401(k)  arrangement as
elective contributions) is not distributable on account of Plan termination,  as
described  in this  Section  13.07,  unless:  (a) the  Participant  otherwise is
entitled under the Plan to a distribution of that portion of his  Nonforfeitable
Accrued Benefit; or (b) the Plan termination occurs without the establishment of
a successor  plan. A successor  plan under clause (b) is a defined  contribution
plan (other than an ESOP) maintained by the Employer (or by a related  employer)
at the time of the  termination  of the Plan or within the period  ending twelve
months after the final  distribution of assets. A distribution  made after March
31, 1988, pursuant to clause (b), must be part of a lump sum distribution to the
Participant of his Nonforfeitable Accrued Benefit.

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


<PAGE>


                                   ARTICLE XIV
                 CODE ss.401(k) AND CODE ss.401(m) ARRANGEMENTS


    14.01  APPLICATION.  This Article XIV applies to an Employer's  Plan only if
the Employer is maintaining its Plan under a Code ss.401(k) Adoption Agreement.

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

(A) Salary  Reduction  Arrangement.  If the Employer  elects a salary  reduction
arrangement,  any Employee eligible to participate in the Plan may file a salary
reduction agreement with the Advisory Committee.  The salary reduction agreement
may not be effective  earlier than the following date which occurs last: (i) the
Employee's  Plan  Entry  Date (or,  in the case of a  reemployed  Employee,  his
reparticipation  date  under  Article  II);  (ii)  the  execution  date  of  the
Employee's  salary reduction  agreement;  (iii) the date the Employer adopts the
Code  ss.401(k)  arrangement  by executing the Adoption  Agreement;  or (iv) the
effective date of the Code ss.401(k) arrangement, as specified in the Employer's
Adoption  Agreement.  Regarding  clause (i), an Employee subject to the Break in
Service  rule of  Section  2.03(B)  of the  Plan  may not  enter  into a  salary
reduction  agreement  until the  Employee has  completed a sufficient  number of
Hours of Service to receive  credit for a Year of Service (as defined in Section
2.02) following his reemployment commencement date. A salary reduction agreement
must  specify  the  amount of  Compensation  (as  defined  in  Section  1.12) or
percentage of Compensation  the Employee wishes to defer.  The salary  reduction
agreement will apply only to Compensation  which becomes currently  available to
the Employee after the effective  date of the salary  reduction  agreement.  The
Employer will apply a reduction  election to all Compensation  (and to increases
in such  Compensation)  unless the Employee  specifies  in his salary  reduction
agreement  to limit the  election to certain  Compensation.  The  Employer  will
specify in Adoption Agreement Section 3.01 the rules and restrictions applicable
to the Employees salary reduction agreements.

(B) Cash or  deferred  arrangement.  If the  Employer  elects a cash or deferred
arrangement,  a  Participant  may  elect  to make a cash  election  against  his
proportionate  share  of  the  Employer's  Cash  or  Deferred  Contribution,  in
accordance with the Employer's  elections in Adoption  Agreement Section 3.01. A
Participant's   proportionate   share  of  the   Employer's   Cash  or  Deferred
Contribution is the percentage of the total Cash or Deferred  Contribution which
bears the same ratio that the Participant's Compensation for the Plan Year bears
to the total Compensation of all Participants for the Plan Year. For purposes of
determining  each  Participant's  proportionate  share of the  Cash or  Deferred
Contribution,  a Participant's  Compensation  is his  Compensation as determined
under  Section  1.12 of the Plan (as  modified  by Section  3.06 for  allocation
purposes),  excluding  any  effect  the  proportionate  share  may  have  on the
Participant's  Compensation  for the Plan  Year.  The  Advisory  Committee  will
determine the proportionate share prior to the Employer's actual contribution to
the Trust, to provide the  Participants  the opportunity to file cash elections.
The  Employer  will  pay  directly  to  the   Participant  the  portion  of  his
proportionate share the Participant has elected to receive in cash.

(C) Election not to participate.  A Participant's or Employee's  election not to
participate, pursuant to Section 2.06, includes his right to enter into a salary
reduction  agreement  or to  share  in  the  allocation  of a Cash  or  Deferred
Contribution,  unless  the  Participant  or  Employee  limits  the effect of the
election to the non-401(k) portions of the Plan.

<PAGE>


    14.03 DEFINITIONS. For purposes of this Article XIV:

    (a) "Highly  Compensated  Employee" means an Eligible Employee who satisfies
    the definition in Section 1.09 of the Plan.  Family members  aggregated as a
    single  Employee under Section 1.09  constitute a single Highly  Compensated
    Employee,  whether  a  particular  family  member  is a  Highly  Compensated
    Employee or a Nonhighly  Compensated  Employee  without the  application  of
    family aggregation.

    (b) "Nonhighly Compensated Employee" means an Eligible Employee who is not a
    Highly  Compensated  Employee  and who is not a family  member  treated as a
    Highly Compensated Employee.

    (c) "Eligible  Employee"  means,  for purposes of the ADP test  described in
    Section 14.08, an Employee who is eligible to enter into a salary  reduction
    agreement for the Plan Year, irrespective of whether he actually enters into
    such an agreement,  and a  Participant  who is eligible for an allocation of
    the Employer's Cash or Deferred Contribution for the Plan Year. For purposes
    of the ACP test described in Section 14.09,  an "Eligible  Employee" means a
    Participant   who  is  eligible  to  receive  an   allocation   of  matching
    contributions  (or would be  eligible  if he made the type of  contributions
    necessary  to  receive  an  allocation  of  matching  contributions)  and  a
    Participant   who  is   eligible   to  make   nondeductible   contributions,
    irrespective of whether he actually makes  nondeductible  contributions.  An
    Employee  continues  to be an  Eligible  Employee  during a period  the Plan
    suspends the Employee's  right to make elective  deferrals or  nondeductible
    contributions following a hardship distribution.

     (d) "Highly  Compensated  Group" means the group of Eligible  Employees who
     are Highly Compensated Employees for the Plan Year.

    (e) "Nonhighly  Compensated Group" means the group of Eligible Employees who
    are Nonhighly Compensated Employees for the Plan Year.

    (f) "Compensation"  means,  except as specifically  provided in this Article
    XIV,  Compensation  as defined  for  nondiscrimination  purposes  in Section
    1.12(B) of the Plan.  To  compute an  Employee's  ADP or ACP,  the  Advisory
    Committee may limit Compensation taken into account to Compensation received
    only for the portion of the Plan Year in which the  Employee was an Eligible
    Employee  and only for the portion of the Plan Year in which the Plan or the
    Code ss.401(k) arrangement was in effect.

    (g) "Deferral  contributions" are Salary Reduction Contributions and Cash or
    Deferred Contributions the Employer contributes to the Trust on behalf of an
    Eligible Employee,  irrespective of whether, in the case of Cash or Deferred
    Contributions,  the  contribution  is at the election of the  Employee.  For
    Salary  Reduction  Contributions,  the terms  "deferral  contributions"  and
    "elective deferrals" have the same meaning.

    (h) "Elective  deferrals" are all Salary  Reduction  Contributions  and that
    portion of any Cash or Deferred  Contribution which the Employer contributes
    to the Trust at the election of an Eligible Employee.  Any portion of a Cash
    or Deferred Contribution  contributed to the Trust because of the Employee's
    failure  to make a cash  election  is an  elective  deferral.  However,  any
    portion of a Cash or Deferred  Contribution over which the Employee does not
    have a cash election is not an elective deferral.  Elective deferrals do not
    include amounts which have become currently  available to the Employee prior
    to the election nor amounts designated as nondeductible contributions at the
    time of deferral or contribution.

    (i)  "Matching  contributions"  are  contributions  made by the  Employer on
    account of  elective  deferrals  under a Code  ss.401(k)  arrangement  or on
    account of  employee  contributions.  Matching  contributions  also  include
    Participant  forfeitures  allocated on account of such elective deferrals or
    employee contributions.

<PAGE>


    (j) "Nonelective contributions" are contributions made by the Employer which
    are not  subject to a deferral  election  by an  Employee  and which are not
    matching contributions.

    (k) "Qualified matching  contributions" are matching contributions which are
    100%  Nonforfeitable  at all times and which are subject to the distribution
    restrictions described in paragraph (m). Matching contributions are not 100%
    Nonforfeitable  at all  times  if  the  Employee  has a 100%  Nonforfeitable
    interest  because of his Years of Service taken into account under a vesting
    schedule. Any matching contributions  allocated to a Participant's Qualified
    Matching  Contributions  Account  under the Plan  automatically  satisfy the
    definition of qualified matching contributions.

    (l) "Qualified  nonelective  contributions"  are  nonelective  contributions
    which are 100%  Nonforfeitable  at all times  and which are  subject  to the
    distribution   restrictions   described   in  paragraph   (m).   Nonelective
    contributions are not 100% Nonforfeitable at all times if the Employee has a
    100%  Nonforfeitable  interest  because of his Years of  Service  taken into
    account under a vesting schedule. Any nonelective contributions allocated to
    a Participant's  Qualified Nonelective  Contributions Account under the Plan
    automatically satisfy the definition of qualified nonelective contributions.

    (m)  "Distribution  restrictions"  means  the  Employee  may not  receive  a
    distribution  of  the  specified   contributions   (nor  earnings  on  those
    contributions)   except  in  the  event  of  (1)  the  Participant's  death,
    disability,  termination  of  employment  or  attainment  of age 59 1/2, (2)
    financial  hardship  satisfying the  requirements  of Code ss.401(k) and the
    applicable   Treasury   regulations,   (3)  a  plan   termination,   without
    establishment of a successor defined contribution plan (other than an ESOP),
    (4) a sale of  substantially  all of the assets  (within the meaning of Code
    ss.409(d)(2))  used in a trade  or  business,  but only to an  employee  who
    continues  employment with the corporation  acquiring those assets, or (5) a
    sale by a corporation of its interest in a subsidiary (within the meaning of
    Code  ss.409(d)(3)),  but only to an employee who continues  employment with
    the  subsidiary.  For Plan  Years  beginning  after  December  31,  1988,  a
    distribution on account of financial  hardship,  as described in clause (2),
    may not include earnings on elective  deferrals  credited as of a date later
    than December 31, 1988, and may not include qualified matching contributions
    and  qualified   nonelective   contributions,   nor  any  earnings  on  such
    contributions, credited after December 31, 1988. A plan does not violate the
    distribution  restrictions if, instead of the December 31, 1988, date in the
    preceding  sentence the plan  specifies a date not later than the end of the
    last Plan Year  ending  before July 1, 1989.  A  distribution  described  in
    clauses (3),  (4) or (5), if made after March 31,  1988,  must be a lump sum
    distribution, as required under Code ss.401(k)(10).

    (n) "Employee  contributions"  are contributions made by a Participant on an
    after-tax basis, whether voluntary or mandatory, and designated, at the time
    of contribution,  as an employee (or nondeductible)  contribution.  Elective
    deferrals  and  deferral  contributions  are  not  employee   contributions.
    Participant  nondeductible  contributions,  made pursuant to Section 4.01 of
    the Plan, are employee contributions.

    14.04 MATCHING CONTRIBUTIONS/EMPLOYEE  CONTRIBUTIONS. The Employer may elect
in  Adoption  Agreement  Section  3.01 to provide  matching  contributions.  The
Employer  also may  elect in  Adoption  Agreement  Section  4.01 to permit or to
require a Participant to make nondeductible contributions.

(A)  Mandatory  contributions.   Any  Participant  nondeductible   contributions
eligible for matching  contributions are mandatory  contributions.  The Advisory
Committee will maintain a separate  accounting,  pursuant to Section 4.06 of the
Plan, to reflect the  Participant's  Accrued  Benefit derived from his mandatory
contributions.   The  Employer,  under  Adoption  Agreement  Section  4.05,  may
prescribe special  distribution  restrictions  which will apply to the Mandatory
Contributions  Account  prior  to the  Participant's  Separation  from  Service.
Following his Separation from Service,  the general  distribution  provisions of
Article  VI  apply  to  the   distribution   of  the   Participant's   Mandatory
Contributions Account.

<PAGE>


    14.05  TIME OF PAYMENT  OF  CONTRIBUTIONS.  The  Employer  must make  Salary
Reduction  Contributions  to the  Trust  within an  administratively  reasonable
period  of time  after  withholding  the  corresponding  Compensation  from  the
Participant. Furthermore, the Employer must make Salary Reduction Contributions,
Cash or  Deferred  Contributions,  Employer  matching  contributions  (including
qualified Employer matching  contributions)  and qualified Employer  nonelective
contributions  no later than the time  prescribed  by the Code or by  applicable
Treasury  regulations.  Salary  Reduction  Contributions  and  Cash or  Deferred
Contributions  are  Employer  contributions  for all  purposes  under this Plan,
except to the extent the Code or Treasury  regulations prohibit the use of these
contributions to satisfy the qualification requirements of the Code.

    14.06  SPECIAL  ALLOCATION  PROVISIONS  - DEFERRAL  CONTRIBUTIONS,  MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations under
the Plan,  the  Advisory  Committee  must  establish  a  Deferral  Contributions
Account,  a  Qualified  Matching   Contributions  Account,  a  Regular  Matching
Contributions  Account,  a Qualified  Nonelective  Contributions  Account and an
Employer Contributions Account for each Participant.

(A)  Deferral  contributions.  The  Advisory  Committee  will  allocate  to each
Participant's   Deferral   Contributions   Account   the   amount  of   Deferral
Contributions the Employer makes to the Trust on behalf of the Participant.  The
Advisory  Committee  will make this  allocation  as of the last day of each Plan
Year unless,  in Adoption  Agreement  Section  3.04,  the  Employer  elects more
frequent allocation dates for salary reduction contributions.

(B) Matching contributions.  The Employer must specify in its Adoption Agreement
whether the Advisory  Committee  will  allocate  matching  contributions  to the
Qualified   Matching   Contributions   Account  or  to  the   Regular   Matching
Contributions Account of each Participant. The Advisory Committee will make this
allocation  as of the last day of each Plan Year unless,  in Adoption  Agreement
Section 3.04, the Employer  elects more frequent  allocation  dates for matching
contributions.

    (1) To the extent the Employer  makes matching  contributions  under a fixed
    matching  contribution  formula,  the Advisory  Committee  will allocate the
    matching  contribution to the Account of the Participant on whose behalf the
    Employer makes that contribution. A fixed matching contribution formula is a
    formula under which the Employer  contributes a certain percentage or dollar
    amount on  behalf  of a  Participant  based on that  Participant's  deferral
    contributions  or  nondeductible  contributions  eligible  for a  match,  as
    specified in Section 3.01 of the Employer's Adoption Agreement. The Employer
    may  contribute  on  a  Participant's   behalf  under  a  specific  matching
    contribution   formula  only  if  the  Participant   satisfies  the  accrual
    requirements  for  matching  contributions  specified in Section 3.06 of the
    Employer's   Adoption   Agreement  and  only  to  the  extent  the  matching
    contribution does not exceed the Participant's  annual additions  limitation
    in Part 2 of Article III.

    (2)  To the  extent  the  Employer  makes  matching  contributions  under  a
    discretionary   formula,   the   Advisory   Committee   will   allocate  the
    discretionary  matching contributions to the Account of each Participant who
    satisfies the accrual requirements for matching  contributions  specified in
    Section  3.06  of the  Employer's  Adoption  Agreement.  The  allocation  of
    discretionary  matching  contributions to a Participant's  Account is in the
    same proportion that each Participant's  eligible  contributions bear to the
    total  eligible  contributions  of all  Participants.  If the  discretionary
    formula  is  a  tiered  formula,  the  Advisory  Committee  will  make  this
    allocation  separately with respect to each tier of eligible  contributions,
    allocating in such manner the amount of the matching contributions made with
    respect  to  that  tier.  "Eligible  contributions"  are  the  Participant's
    deferral  contributions  or  nondeductible  contributions  eligible  for  an
    allocation  of matching  contributions,  as specified in Section 3.01 of the
    Employer's Adoption Agreement.


<PAGE>

    If the matching contribution formula applies both to deferral  contributions
and to Participant nondeductible contributions, the matching contributions apply
first to deferral contributions.  Furthermore, the matching contribution formula
does not apply to deferral contributions that are excess deferrals under Section
14.07.  For  this  purpose:  (a)  excess  deferrals  relate  first  to  deferral
contributions  for  the  Plan  Year  not  otherwise   eligible  for  a  matching
contribution;  and (2) if the  Plan  Year is not a  calendar  year,  the  excess
deferrals  for a Plan Year are the last elective  deferrals  made for a calendar
year. Under a Standardized Plan, an Employee forfeits any matching  contribution
attributable to an excess  contribution or to an excess aggregate  contribution,
unless distributed  pursuant to Sections 14.08 or 14.09. Under a Nonstandardized
Plan,  this  forfeiture  rule applies  only if  specified in Adoption  Agreement
Section  3.06.  The  provisions  of Section  3.05  govern the  treatment  of any
forfeiture described in this paragraph,  and the Advisory Committee will compute
a Participant's ACP under 14.09 by disregarding the forfeiture.

(C)  Qualified  nonelective  contributions.  If the  Employer,  at the  time  of
contribution,   designates  a  contribution   to  be  a  qualified   nonelective
contribution  for the Plan Year,  the  Advisory  Committee  will  allocate  that
qualified nonelective  contribution to the Qualified  Nonelective  Contributions
Account  of each  Participant  eligible  for an  allocation  of that  designated
contribution, as specified in Section 3.04 of the Employer's Adoption Agreement.
The Advisory  Committee will make the allocation to each eligible  Participant's
Account in the same ratio that the Participant's  Compensation for the Plan Year
bears to the total Compensation of all eligible  Participants for the Plan Year.
The Advisory Committee will determine a Participant's Compensation in accordance
with the general  definition of Compensation  under Section 1.12 of the Plan, as
modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

(D)  Nonelective  contributions.  To the extent the Employer  makes  nonelective
contributions for the Plan Year which, at the time of contribution,  it does not
designate as qualified  nonelective  contributions,  the Advisory Committee will
allocate those contributions in accordance with the elections under Section 3.04
of  the   Employer's   Adoption   Agreement.   For   purposes   of  the  special
nondiscrimination  tests  described  in Sections  14.08 and 14.09,  the Advisory
Committee may treat nonelective  contributions allocated under this paragraph as
qualified nonelective contributions,  if the contributions otherwise satisfy the
definition of qualified nonelective contributions.

    14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) Annual Elective Deferral Limitation.  An Employee's elective deferrals for a
calendar  year  beginning  after  December 31,  1986,  may not exceed the 402(g)
limitation.  The 402(g)  limitation  is the  greater  of $7,000 or the  adjusted
amount  determined by the Secretary of the  Treasury.  If,  pursuant to a salary
reduction  agreement  or pursuant to a cash or deferral  election,  the Employer
determines  the  Employee's  elective  deferrals to the Plan for a calendar year
would exceed the 402(g)  limitation,  the Employer  will suspend the  Employee's
salary  reduction  agreement,  if any, until the following  January 1 and pay in
cash the  portion  of a cash or  deferral  election  which  would  result in the
Employee's  elective  deferrals  for the  calendar  year  exceeding  the  402(g)
limitation.   If  the  Advisory  Committee  determines  an  Employee's  elective
deferrals already  contributed to the Plan for a calendar year exceed the 402(g)
limitation,  the Advisory  Committee will distribute the amount in excess of the
402(g) limitation (the "excess deferral"),  as adjusted for allocable income, no
later than April 15 of the following  calendar  year. If the Advisory  Committee
distributes  the excess  deferral by the  appropriate  April 15, it may make the
distribution  irrespective  of any other  provision under this Plan or under the
Code. The Advisory  Committee  will reduce the amount of excess  deferrals for a
calendar   year   distributable   to  the  Employee  by  the  amount  of  excess
contributions (as determined in Section 14.08), if any,  previously  distributed
to the Employee for the Plan Year beginning in that calendar year.

    If an Employee  participates  in another plan under which he makes  elective
deferrals pursuant to a Code ss.401(k)  arrangement,  elective deferrals under a
Simplified   Employee   Pension,   or  salary   reduction   contributions  to  a
tax-sheltered annuity,  irrespective of whether the Employer maintains the other
plan, he may provide the Advisory Committee a written claim for excess deferrals
made for a calendar  year.  The Employee must submit the claim no later than the
March 1 following the close of the  particular  calendar year



<PAGE>

and the claim must specify the amount of the Employee's elective deferrals under
this Plan which are  excess  deferrals.  If the  Advisory  Committee  receives a
timely claim,  it will distribute the excess deferral (as adjusted for allocable
income)  the  Employee  has  assigned  to this  Plan,  in  accordance  with  the
distribution procedure described in the immediately preceding paragraph.

(B) Allocable income.  For purposes of making a distribution of excess deferrals
pursuant to this Section  14.07,  allocable  income means net income or net loss
allocable to the excess  deferrals  for the calendar  year in which the Employee
made  the  excess   deferral,   determined   in  a  manner   which  is  uniform,
nondiscriminatory  and  reasonably  reflective of the manner used by the Plan to
allocate income to Participants' Accounts.

    14.08 ACTUAL  DEFERRAL  PERCENTAGE  ("ADP")  TEST.  For each Plan Year,  the
Advisory Committee must determine whether the Plan's Code ss.401(k)  arrangement
satisfies either of the following ADP tests:

    (i) The  average ADP for the Highly  Compensated  Group does not exceed 1.25
    times the average ADP of the Nonhighly Compensated Group; or

    (ii) The  average ADP for the Highly  Compensated  Group does not exceed the
    average ADP for the Nonhighly  Compensated Group by more than two percentage
    points (or the lesser percentage permitted by the multiple use limitation in
    Section 14.10) and the average ADP for the Highly  Compensated  Group is not
    more than twice the average ADP for the Nonhighly Compensated Group.

(A)  Calculation  of ADP.  The  average  ADP for a group is the  average  of the
separate  ADPs  calculated  for each  Eligible  Employee who is a member of that
group.  An Eligible  Employee's ADP for a Plan Year is the ratio of the Eligible
Employee's   deferral   contributions  for  the  Plan  Year  to  the  Employee's
Compensation  for the Plan Year.  For  aggregated  family  members  treated as a
single  Highly  Compensated  Employee,  the  ADP of the  family  unit is the ADP
determined  by combining  the deferral  contributions  and  Compensation  of all
aggregated  family  members.  A Nonhighly  Compensated  Employee's  ADP does not
include elective  deferrals made to this Plan or to any other Plan maintained by
the Employer, to the extent such elective deferrals exceed the 402(g) limitation
described in Section 14.07(A).

    The Advisory  Committee,  in a manner consistent with Treasury  regulations,
may  determine  the  ADPs of the  Eligible  Employees  by  taking  into  account
qualified  nonelective  contributions or qualified  matching  contributions,  or
both,  made to this  Plan  or to any  other  qualified  Plan  maintained  by the
Employer.   The  Advisory  Committee  may  not  include  qualified   nonelective
contributions in the ADP test unless the allocation of nonelective contributions
is  nondiscriminatory  when  the  Advisory  Committee  takes  into  account  all
nonelective  contributions  (including the qualified nonelective  contributions)
and also when the Advisory  Committee  takes into  account only the  nonelective
contributions not used in either the ADP test described in this Section 14.08 or
the ACP test described in Section 14.09. For Plan Years beginning after December
31, 1989,  the Advisory  Committee may not include in the ADP test any qualified
nonelective  contributions  or qualified  matching  contributions  under another
qualified  plan  unless  that  plan has the same  plan  year as this  Plan.  The
Advisory Committee must maintain records to demonstrate  compliance with the ADP
test,  including  the  extent  to which  the  Plan  used  qualified  nonelective
contributions or qualified matching contributions to satisfy the test.

<PAGE>


    For Plan Years  beginning  prior to January 1, 1992, the Advisory  Committee
may elect to apply a separate ADP test to each  component  group under the Plan.
Each component group separately must satisfy the commonality  requirement of the
Code  ss.401(k)  regulations  and  the  minimum  coverage  requirements  of Code
ss.410(b). A component group consists of all the allocations and other benefits,
rights and features  provided  that group of  Employees.  An Employee may not be
part of more than one component  group.  The correction  rules described in this
Section 14.08 apply separately to each component group.

(B) Special aggregation rule for Highly Compensated Employees.  To determine the
ADP of any Highly Compensated  Employee,  the deferral  contributions taken into
account  must  include any  elective  deferrals  made by the Highly  Compensated
Employee under any other Code ss.401(k) arrangement  maintained by the Employer,
unless the elective  deferrals are to an ESOP. If the plans  containing the Code
ss.401(k)  arrangements  have different plan years, the Advisory  Committee will
determine  the combined  deferral  contributions  on the basis of the plan years
ending in the same calendar year.

(C) Aggregation of certain Code ss.401(k)  arrangements.  If the Employer treats
two plans as a unit for  coverage or  nondiscrimination  purposes,  the Employer
must  combine  the Code  ss.401(k)  arrangements  under such plans to  determine
whether either plan satisfies the ADP test. This aggregation rule applies to the
ADP  determination  for all  Eligible  Employees,  irrespective  of  whether  an
Eligible Employee is a Highly  Compensated  Employee or a Nonhighly  Compensated
Employee.  For Plan Years  beginning  after December 31, 1989, an aggregation of
Code ss.401(k)  arrangements  under this paragraph does not apply to plans which
have different plan years and, for Plan Years beginning after December 31, 1988,
the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of a plan).

(D)  Characterization  of excess  contributions.  If,  pursuant to this  Section
14.08,  the  Advisory  Committee  has  elected  to  include  qualified  matching
contributions  in the average  ADP,  the  Advisory  Committee  will treat excess
contributions as attributable  proportionately to deferral  contributions and to
qualified  matching  contributions  allocated  on the  basis of  those  deferral
contributions.  If the total amount of a Highly  Compensated  Employee's  excess
contributions for the Plan Year exceeds his deferral  contributions or qualified
matching  contributions for the Plan Year, the Advisory Committee will treat the
remaining  portion of his excess  contributions  as  attributable  to  qualified
nonelective  contributions.  The  Advisory  Committee  will reduce the amount of
excess  contributions  for a Plan  Year  distributable  to a Highly  Compensated
Employee by the amount of excess deferrals (as determined in Section 14.07),  if
any,  previously  distributed to that Employee for the  Employee's  taxable year
ending in that Plan Year.

(E) Distribution of excess  contributions.  If the Advisory Committee determines
the Plan fails to satisfy the ADP test for a Plan Year, it must  distribute  the
excess  contributions,  as adjusted for allocable  income,  during the next Plan
Year. However,  the Employer will incur an excise tax equal to 10% of the amount
of excess  contributions  for a Plan  Year not  distributed  to the  appropriate
Highly  Compensated  Employees  during  the first 2 1/2 months of that next Plan
Year. The excess contributions are the amount of deferral  contributions made by
the Highly  Compensated  Employees  which causes the Plan to fail to satisfy the
ADP test.  The Advisory  Committee  will  distribute to each Highly  Compensated
Employee  his  respective  share  of  the  excess  contributions.  The  Advisory
Committee  will  determine  the  respective  shares of excess  contributions  by
starting  with the Highly  Compensated  Employee(s)  who has the  greatest  ADP,
reducing  his ADP (but not below the next  highest  ADP),  then,  if  necessary,
reducing the ADP of the Highly  Compensated  Employee(s) at the next highest ADP
level  (including the ADP of the Highly  Compensated  Employee(s)  whose ADP the
Advisory Committee already has reduced), and continuing in this manner until the
average ADP for the Highly  Compensated  Group  satisfies  the ADP test.  If the
Highly Compensated  Employee is part of an aggregated family group, the Advisory
Committee,  in  accordance  with  the  applicable  Treasury  regulations,   will
determine  each  aggregated  family  member's  allocable  share  of  the  excess
contributions assigned to the family unit.

<PAGE>


(F) Allocable  income.  To determine the amount of the  corrective  distribution
required  under this Section  14.08,  the Advisory  Committee must calculate the
allocable  income  for the Plan Year in which the  excess  contributions  arose.
"Allocable  income" means net income or net loss. To calculate  allocable income
for  the  Plan  Year,   the   Advisory   Committee   will  use  a  uniform   and
nondiscriminatory  method which reasonably  reflects the manner used by the Plan
to allocate income to Participants' Accounts.

    14.09      NONDISCRIMINATION      RULES      FOR      EMPLOYER      MATCHING
CONTRIBUTIONS/PARTICIPANT  NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years beginning
after  December 31, 1986,  the Advisory  Committee  must  determine  whether the
annual  Employer   matching   contributions   (other  than  qualified   matching
contributions  used in the ADP under  Section  14.08),  if any, and the Employee
contributions,  if any,  satisfy  either of the following  average  contribution
percentage ("ACP") tests:

     (i) The ACP for the Highly Compensated Group does not exceed 1.25 times the
     ACP of the Nonhighly Compensated Group; or

    (ii) The ACP for the  Highly  Compensated  Group does not exceed the ACP for
    the Nonhighly  Compensated  Group by more than two percentage points (or the
    lesser percentage permitted by the multiple use limitation in Section 14.10)
    and the ACP for the Highly  Compensated Group is not more than twice the ACP
    for the Nonhighly Compensated Group.

(A) Calculation of ACP. The average  contribution  percentage for a group is the
average of the separate  contribution  percentages  calculated for each Eligible
Employee  who is a member of that  group.  An Eligible  Employee's  contribution
percentage  for a Plan Year is the ratio of the  Eligible  Employee's  aggregate
contributions  for the Plan  Year to the  Employee's  Compensation  for the Plan
Year. "Aggregate  contributions" are Employer matching contributions (other than
qualified  matching  contributions used in the ADP test under Section 14.08) and
employee  contributions  (as defined in Section  14.03).  For aggregated  family
members  treated  as a single  Highly  Compensated  Employee,  the  contribution
percentage  of the family  unit is the  contribution  percentage  determined  by
combining the aggregate  contributions and Compensation of all aggregated family
members.

    The Advisory  Committee,  in a manner consistent with Treasury  regulations,
may determine the contribution  percentages of the Eligible  Employees by taking
into  account  qualified   nonelective   contributions   (other  than  qualified
nonelective  contributions used in the ADP test under Section 14.08) or elective
deferrals,  or both, made to this Plan or to any other qualified Plan maintained
by the Employer.  The Advisory  Committee may not include qualified  nonelective
contributions in the ACP test unless the allocation of nonelective contributions
is  nondiscriminatory  when  the  Advisory  Committee  takes  into  account  all
nonelective  contributions  (including the qualified nonelective  contributions)
and also when the Advisory  Committee  takes into  account only the  nonelective
contributions  not used in either the ADP test described in Section 14.08 or the
ACP test described in this Section 14.09. The Advisory Committee may not include
elective  deferrals in the ACP test, unless the Plan which includes the elective
deferrals  satisfies  the ADP test both with and without the elective  deferrals
included in this ACP test. For Plan Years beginning after December 31, 1989, the
Advisory  Committee  may not include in the ACP test any  qualified  nonelective
contributions  or elective  deferrals  under another  qualified plan unless that
plan has the same plan year as this Plan.  The Advisory  Committee must maintain
records to  demonstrate  compliance  with the ACP test,  including the extent to
which the Plan used qualified nonelective contributions or elective deferrals to
satisfy  the test.  For Plan Years  beginning  prior to  January  1,  1992,  the
component  group testing rule permitted  under Section  14.08(A) also applies to
the ACP test under this Section 14.09.

(B) Special aggregation rule for Highly Compensated Employees.  To determine the
contribution  percentage  of any  Highly  Compensated  Employee,  the  aggregate
contributions taken into account must include any matching  contributions (other
than  qualified  matching  contributions  used in the ADP test) and


<PAGE>

any Employee  contributions  made on his behalf to any other plan  maintained by
the Employer, unless the other plan is an ESOP. If the plans have different plan
years,   the  Advisory   Committee   will   determine  the  combined   aggregate
contributions on the basis of the plan years ending in the same calendar year.

(C) Aggregation of certain plans. If the Employer treats two plans as a unit for
coverage or nondiscrimination  purposes,  the Employer must combine the plans to
determine  whether either plan  satisfies the ACP test.  This  aggregation  rule
applies to the contribution percentage determination for all Eligible Employees,
irrespective of whether an Eligible Employee is a Highly Compensated Employee or
a Nonhighly  Compensated  Employee.  For Plan Years beginning after December 31,
1989, an aggregation of plans under this paragraph does not apply to plans which
have different plan years and, for Plan Years beginning after December 31, 1988,
the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of a plan).

(D) Distribution of excess aggregate contributions.  The Advisory Committee will
determine  excess aggregate  contributions  after  determining  excess deferrals
under  Section  14.07 and  excess  contributions  under  Section  14.08.  If the
Advisory Committee  determines the Plan fails to satisfy the ACP test for a Plan
Year, it must  distribute the excess  aggregate  contributions,  as adjusted for
allocable income, during the next Plan Year. However, the Employer will incur an
excise tax equal to 10% of the amount of excess  aggregate  contributions  for a
Plan Year not distributed to the appropriate Highly Compensated Employees during
the  first  2  1/2  months  of  that  next  Plan  Year.  The  excess   aggregate
contributions are the amount of aggregate  contributions  allocated on behalf of
the Highly  Compensated  Employees  which causes the Plan to fail to satisfy the
ACP test.  The Advisory  Committee  will  distribute to each Highly  Compensated
Employee  his  respective  share  of the  excess  aggregate  contributions.  The
Advisory  Committee  will determine the  respective  shares of excess  aggregate
contributions  by starting with the Highly  Compensated  Employee(s) who has the
greatest contribution percentage,  reducing his contribution percentage (but not
below the next highest contribution  percentage),  then, if necessary,  reducing
the contribution  percentage of the Highly  Compensated  Employee(s) at the next
highest contribution  percentage level (including the contribution percentage of
the Highly Compensated  Employee(s) whose  contribution  percentage the Advisory
Committee already has reduced),  and continuing in this manner until the ACP for
the Highly  Compensated Group satisfies the ACP test. If the Highly  Compensated
Employee is part of an  aggregated  family  group,  the Advisory  Committee,  in
accordance  with  the  applicable  Treasury  regulations,  will  determine  each
aggregated family member's allocable share of the excess aggregate contributions
assigned to the family unit.

(E) Allocable  income.  To determine the amount of the  corrective  distribution
required  under this Section  14.09,  the Advisory  Committee must calculate the
allocable income for the Plan Year in which the excess  aggregate  contributions
arose.  "Allocable  income" means net income or net loss. The Advisory Committee
will  determine  allocable  income in the same  manner as  described  in Section
14.08(F) for excess contributions.

(F) Characterization of excess aggregate  contributions.  The Advisory Committee
will treat a Highly Compensated  Employee's  allocable share of excess aggregate
contributions  in the  following  priority:  (1)  first as  attributable  to his
Employee  contributions which are voluntary  contributions,  if any; (2) then as
matching contributions allocable with respect to excess contributions determined
under the ADP test described in Section  14.08;  (3) then on a pro rata basis to
matching  contributions  and to the  deferral  contributions  relating  to those
matching  contributions  which the  Advisory  Committee  has included in the ACP
test; (4) then on a pro rata basis to Employee contributions which are mandatory
contributions,  if any, and to the matching contributions allocated on the basis
of  those  mandatory  contributions;  and  (5)  last  to  qualified  nonelective
contributions  used  in the ACP  test.  To the  extent  the  Highly  Compensated
Employee's   excess  aggregate   contributions   are  attributable  to  matching
contributions,  and he is not 100% vested in his Accrued Benefit attributable to
matching  contributions,  the Advisory Committee will distribute only the vested
portion and  forfeit the  nonvested  portion.  The vested  portion of the Highly
Compensated Employee's excess aggregate  contributions  attributable to Employer
matching   contributions   is  the  total   amount  of  such  excess   aggregate

<PAGE>

contributions  (as  adjusted  for  allocable  income)  multiplied  by his vested
percentage  (determined  as of the  last  day of the Plan  Year  for  which  the
Employer made the matching contribution).  The Employer will specify in Adoption
Agreement  Section  3.05 the  manner in which the Plan will  allocate  forfeited
excess aggregate contributions.

    14.10 MULTIPLE USE  LIMITATION.  For Plan Years beginning after December 31,
1988, if at least one Highly Compensated  Employee is includible in the ADP test
under  Section  14.08 and in the ACP test under  Section  14.09,  the sum of the
Highly  Compensated  Group's  ADP  and  ACP  may not  exceed  the  multiple  use
limitation.

    The multiple use limitation is the sum of (i) and (ii):

    (i) 125% of the greater of: (a) the ADP of the Nonhighly  Compensated  Group
    under  the  Code  ss.401(k)  arrangement;  or (b) the  ACP of the  Nonhighly
    Compensated  Group for the Plan Year  beginning with or within the Plan Year
    of the Code ss.401(k) arrangement.

     (ii) 2% plus the  lesser of (i)(a) or  (i)(b),  but no more than  twice the
     lesser of (i)(a) or (i)(b).

    The Advisory  Committee,  in lieu of determining the multiple use limitation
as the sum of (i) and (ii),  may elect to determine the multiple use  limitation
as the sum of (iii) and (iv):

    (iii) 125% of the lesser of: (a) the ADP of the Nonhighly  Compensated Group
    under  the  Code  ss.401(k)  arrangement;  or (b) the  ACP of the  Nonhighly
    Compensated  Group for the Plan Year  beginning with or within the Plan Year
    of the Code ss.401(k) arrangement.

    (iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than twice the
    greater of (iii)(a) or (iii)(b).

    The  Advisory  Committee  will  determine  whether  the Plan  satisfies  the
multiple use limitation  after applying the ADP test under Section 14.08 and the
ACP test  under  Section  14.09 and after  making any  corrective  distributions
required by those Sections.  If, after applying this Section 14.10, the Advisory
Committee determines the Plan has failed to satisfy the multiple use limitation,
the Advisory Committee will correct the failure by treating the excess amount as
excess  contributions  under Section 14.08 or as excess aggregate  contributions
under Section 14.09, as it determines in its sole discretion. This Section 14.10
does not apply unless, prior to application of the multiple use limitation,  the
ADP  and  the ACP of the  Highly  Compensated  Group  each  exceeds  125% of the
respective percentages for the Nonhighly Compensated Group.

    14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section 6.03 the
Adoption  Agreement  the  distribution  events  permitted  under the  Plan.  The
distribution  events  applicable  to the  Participant's  Deferral  Contributions
Account,  Qualified  Nonelective  Contributions  Account and Qualified  Matching
Contributions  Account must satisfy the distribution  restrictions  described in
paragraph (m) of Section 14.03.

(A) Hardship  distributions from Deferral  Contributions  Account.  The Employer
must elect in Adoption  Agreement Section 6.03 whether a Participant may receive
hardship  distributions  from his Deferral  Contributions  Account  prior to the
Participant's Separation from Service.  Hardship distributions from the Deferral
Contributions  Account must satisfy the  requirements  of this Section  14.11. A
hardship  distribution  option  may not  apply  to the  Participant's  Qualified
Nonelective  Contributions Account or Qualified Matching  Contributions Account,
except as provided in paragraph (3).

    (1) Definition of hardship. A hardship distribution under this Section 14.11
must be on account of one or more of the following immediate and heavy financial
needs: (1) medical care described in Code ss.213(d)


<PAGE>

incurred  by the  Participant,  by the  Participant's  spouse,  or by any of the
Participant's  dependents,  or necessary to obtain such  medical  care;  (2) the
purchase  (excluding  mortgage  payments)  of  a  principal  residence  for  the
Participant;  (3) the payment of  post-secondary  education  tuition and related
educational  fees, for the next 12-month period,  for the  Participant,  for the
Participant's spouse, or for any of the Participant's  dependents (as defined in
Code ss.152);  (4) to prevent the eviction of the Participant from his principal
residence  or the  foreclosure  on the mortgage of the  Participant's  principal
residence;  or (5) any need  prescribed  by the  Revenue  Service  in a  revenue
ruling,  notice or other document of general  applicability  which satisfies the
safe harbor definition of hardship.

    (2)  Restrictions.  The following  restrictions  apply to a Participant  who
receives a hardship  distribution:  (a) the  Participant  may not make  elective
deferrals  or  employee  contributions  to the  Plan  for  the  12-month  period
following the date of his hardship distribution;  (b) the distribution is not in
excess of the amount of the immediate and heavy  financial  need  (including any
amounts  necessary to pay any federal,  state or local income taxes or penalties
reasonably  anticipated to result from the  distribution);  (c) the  Participant
must have obtained all distributions, other than hardship distributions, and all
nontaxable loans (determined at the time of the loan) currently  available under
this Plan and all other qualified plans maintained by the Employer;  and (d) the
Participant  agrees to limit  elective  deferrals  under this Plan and under any
other qualified Plan maintained by the Employer,  for the Participant's  taxable
year immediately following the taxable year of the hardship distribution, to the
402(g) limitation (as described in Section 14.07),  reduced by the amount of the
Participant's  elective  deferrals  made in the  taxable  year  of the  hardship
distribution.  The suspension of elective  deferrals and employee  contributions
described in clause (a) also must apply to all other  qualified plans and to all
nonqualified plans of deferred  compensation  maintained by the Employer,  other
than any  mandatory  employee  contribution  portion of a defined  benefit plan,
including  stock  option,  stock  purchase  and  other  similar  plans,  but not
including  health or welfare  benefit  plans  (other  than the cash or  deferred
arrangement portion of a cafeteria plan).

    (3) Earnings.  For Plan Years  beginning after December 31, 1988, a hardship
distribution  under this Section 14.11 may not include earnings on an Employee's
elective  deferrals  credited  after  December  31,  1988.   Qualified  matching
contributions and qualified nonelective contributions,  and any earnings on such
contributions,  credited as of December  31,  1988,  are subject to the hardship
withdrawal only if the Employer  specifies in an addendum to this Section 14.11.
The addendum may modify the December 31, 1988,  date for purposes of determining
credited  amounts  provided  the date is not later than the end of the last Plan
Year ending before July 1, 1989.

(B)  Distributions  after Separation from Service.  Following the  Participant's
Separation from Service,  the distribution  events applicable to the Participant
apply equally to all of the Participant's Accounts, except as elected in Section
6.03 of the Employer's Adoption Agreement.

(C) Correction of Annual Additions  Limitation.  If, as a result of a reasonable
error in  determining  the amount of elective  deferrals  an  Employee  may make
without  violating  the  limitations  of Part 2 of Article III, an Excess Amount
results,  the Advisory  Committee will return the Excess Amount (as adjusted for
allocable income) attributable to the elective deferrals. The Advisory Committee
will make this  distribution  before  taking any  corrective  steps  pursuant to
Section 3.10 or to Section  3.16.  The Advisory  Committee  will  disregard  any
elective deferrals returned under this Section 14.11(C) for purposes of Sections
14.07, 14.08 and 14.09.

    14.12 SPECIAL ALLOCATION RULES. If the Code ss.401(k)  arrangement  provides
for salary reduction contributions,  if the Plan accepts Employee contributions,
pursuant to Adoption  Agreement Section 4.01, or if the Plan allocates  matching
contributions  as of any date  other  than the  last day of the Plan  Year,  the
Employer must elect in Adoption  Agreement  9.11 whether any special  allocation
provisions  will apply  under  Section  9.11 of the Plan.  For  purposes  of the
elections:

<PAGE>


    (a) A  "segregated  Account"  direction  means the Advisory  Committee  will
    establish a segregated Account for the applicable  contributions made on the
    Participant's  behalf  during the Plan Year.  The  Trustee  must  invest the
    segregated  Account in Federally insured interest bearing savings account(s)
    or time  deposits,  or a  combination  of both, or in any other fixed income
    investments,   unless  otherwise   specified  in  the  Employer's   Adoption
    Agreement.  As of the  last  day of each  Plan  Year  (or,  if  earlier,  an
    allocation date coinciding with a valuation date described in Section 9.11),
    the  Advisory  Committee  will  reallocate  the  segregated  Account  to the
    Participant's  appropriate  Account,  in  accordance  with  Section  3.04 or
    Section 4.06, whichever applies to the contributions.

    (b) A "weighted average  allocation" method will treat a weighted portion of
    the applicable  contributions as if includible in the Participant's  Account
    as of the  beginning of the  valuation  period.  The  weighted  portion is a
    fraction,  the  numerator of which is the number of months in the  valuation
    period,  excluding each month in the valuation  period which begins prior to
    the contribution date of the applicable  contributions,  and the denominator
    of which is the number of months in the valuation  period.  The Employer may
    elect in its Adoption  Agreement to substitute a weighting period other than
    months for purposes of this weighted average allocation.

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


<PAGE>


                                    ARTICLE A
                      APPENDIX TO PLAN AND TRUST AGREEMENT

     This  Article is  necessary  to comply with the  Unemployment  Compensation
Amendments  Act of 1992 and is an  integral  part of the  basic  plan  document.
Section 12.08 applies to any modification or amendment of this Article.

     A-1.  APPLICATIONS.  This Article applies to distributions made on or after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Article, a distributee
may elect, at the time and in the manner  prescribed by the Plan  Administrator,
to have any portion of an eligible  rollover  distribution  paid  directly to an
eligible retirement plan specified by the distributee in a direct rollover.

         A-2.  DEFINITIONS.

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

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

     (c)  "Distributee." A distributee  includes an Employee or former Employee.
In  addition,  the  Employee's  or former  Employee's  surviving  spouse and the
Employee's  or former  Employee's  spouse or former  spouse who is the alternate
payee under a qualified  domestic relations order, as defined in Code ss.414(p),
are distributees with regard to the interest of the spouse or former spouse.

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




<PAGE>


                                    ARTICLE B
                         APPENDIX TO BASIC PLAN DOCUMENT

     This Article is necessary to comply with the Omnibus Budget  Reconciliation
Act of 1993  (OBRA  '93) and is an  integral  part of the basic  plan  document.
Section 12.08 applies to any modification or amendment of this Article.

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

     For plan years beginning on or after January 1, 1994, any reference in this
plan to the limitation under Section  401(a)(17) of the Code shall mean the OBRA
'93 annual compensation limit set forth in this provision.

     If compensation for any prior determination period is taken into account in
determining  an  employee's  benefits  accruing  in the current  plan year,  the
compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
first plan year  beginning  on or after  January  1,  1994,  the OBRA '93 annual
compensation limit is $150,000.



<PAGE>


                                 FIRST AMENDMENT
                                     To the
                  Alamogordo Federal Savings & Loan Association
                      401(k) Profit Sharing Plan and Trust


     THIS AMENDMENT to the Alamogordo  Federal Savings & Loan Association 401(k)
Profit Sharing Plan and Trust is made by and between  Alamogordo Federal Savings
& Loan Association, a New Mexico Corporation,  hereinafter called "The Employer"
and Wells Fargo New Mexico, N.A., hereinafter called "Trustee;

     WHEREAS, the Employer reserves,  under Article 13.02 the right to amend the
Plan, and

     NOW THEREFORE,  the Alamogordo  Federal Savings & Loan  Association  401(k)
Profit Sharing Plan and Trust is hereby amended as follows:

     10.03 INVESTMENT POWERS

     Section  10.03  (a) of the  Adoption  Agreement  shall  be  deleted  in its
entirety and replaced with Section 10.03 (b) as follows:

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

     The  foregoing  FIRST  AMENDMENT  to  Alamogordo  Federal  Savings  &  Loan
Association 401(k) Profit Sharing Plan and Trust shall be effective February 17,
2000.

     IN WITNESS WHEREOF,  the Employer and the Trustee have caused this document
to be signed on this 16th day of February, 2000.

                                               /s/ R. Miles Ledgerwood
                                          By:  ---------------------------------
                                               President

ATTEST:

/s/ Julia Eggleston
-----------------------
Secretary


                                         TRUSTEE:

                                         /s/ Tracy Lucero
                                         --------------------------------
                                         Wells Fargo Bank New Mexico, N.A.


<PAGE>


               NONSTANDARDIZED CODE ss.401(k) PROFIT SHARING PLAN


     The   undersigned,   Alamogordo   Federal   Savings   &  Loan   Association
("Employer"),   by  executing  this  Adoption  Agreement,  elects  to  become  a
participating Employer in the Norwest Bank New Mexico, N.A. Defined Contribution
Master Plan (basic plan  document  #01) by adopting  the  accompanying  Plan and
Trust  in full as if the  Employer  were a  signatory  to  that  Agreement.  The
Employer  makes the  following  elections  granted  under the  provisions of the
Master Plan.

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

     1.03 PLAN.  The name of the Plan as adopted by the  Employer is  Alamogordo
Federal Savings & Loan Association 401(k) Profit Sharing Plan and Trust.

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

[ ]   (a) No exclusions.

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

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

[ ]  (d) Commission Salesmen.

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

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

[ ]  (g) (Specify)
                  -----------------------------------------------------

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

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

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

<PAGE>


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

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

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

        1.12 COMPENSATION.
             ------------

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

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

[X]  (b) "Compensation" does not include elective contributions.

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

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

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

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

[ ]  (f) The Plan excludes bonuses.

[ ]  (g) The Plan excludes overtime.

[ ]  (h) The Plan excludes Commissions.

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

[ ]       (j)  (Specify)

          _________________________________.

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

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

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

<PAGE>


[ ]       (l)  (Specify)______________________.

Special  definition for salary  reduction  contributions.  An Employee's  salary
reduction  agreement  applies  to  his  Compensation  determined  prior  to  the
reduction  authorized  by that salary  reduction  agreement,  with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

[X]  (m) No exceptions.

[ ]  (n) If the Employee makes elective contributions to another plan maintained
     by the Employer,  the Advisory  Committee  will determine the amount of the
     Employee's  salary  reduction  contribution  for  the  withholding  period:
     (Choose (1) or (2))

     [ ]  (1) After the reduction for such period of elective  contributions  to
          the other plan(s).

     [ ]  (2) Prior to the reduction  for such period of elective  contributions
          to the other plan(s).

[ ]       (o)  (Specify)______________________________.

        1.17 PLAN YEAR/LIMITATION YEAR.
             -------------------------

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

[X] (a) The 12 consecutive month period ending every December 31.

[ ]       (b)  (Specify)______________________________.

Limitation Year.  The Limitation Year is: (Choose (c) or (d))

[X]       (c)  The Plan Year.

[ ]       (d)  The 12 consecutive month period ending every _________.

        1.18 EFFECTIVE DATE.
             --------------

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

Restated Plan.  The restated Effective Date is July 1, 1996.
                                               ------------
This Plan is a  substitution  and  amendment of an existing  retirement  plan(s)
originally established July 1, 1954.  [Note: See the Effective Date Addendum.]
                       ------------

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

[X]  (a) The actual method.

[ ]  (b) The _ equivalency method, except:


     [ ]   (1) No exceptions.

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

          [ ]   (i) Participation under Article II.

<PAGE>


          [ ]   (ii) Vesting under Article V.

          [ ]   (iii)Accrual of benefits under Section 3.06.

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

     1.29  SERVICE FOR  PREDECESSOR  EMPLOYER.  In  addition to the  predecessor
service  the Plan must  credit by reason of Section  1.29 of the Plan,  the Plan
credits Service with the following predecessor  employer(s):  N/A . Service with
the designated predecessor  employer(s) applies:  (Choose at least one of (a) or
(b); (c) is available only in addition to (a) or (b))

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

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

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

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

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

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

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

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

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


                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

        2.01 ELIGIBILITY.
             -----------

Eligibility  conditions.  To become a Participant  in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

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

<PAGE>


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

     [X]  (1) One Year of Service.

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

     [ ]  (3) One Hour of Service.

[ ]  (c) Special  requirements  for non-401(k)  portion of plan. (Make elections
     under (1) and under (2))

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

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

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

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

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

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

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

          [ ]  (iii) One Hour of Service.

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

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

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

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

[ ]  (f) (Specify entry dates)_____.

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

[X]   (g) immediately following

[ ]   (h) immediately preceding

<PAGE>


[ ]   (i) nearest

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

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

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

     [X]  (1) No exceptions.

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

[ ]  (k) Solely to an Employee  employed by the Employer after . If the Employee
     was employed by the Employer on or before the specified  date, the Employee
     will become a Participant: (Choose (1), (2) or (3))

     []   (1) On the latest of the Effective  Date, his Employment  Commencement
          Date or the date he attains age ______ (not to exceed 21).


     []   (2) Under the eligibility conditions in effect under the Plan prior to
          the restated  Effective  Date. If the restated Plan required more than
          one Year of Service to participate,  the  eligibility  condition under
          this Option (2) for  participation  in the Code ss.401(k)  arrangement
          under this Plan is one Year of Service for Plan Years  beginning after
          December 31, 1988. [For restated plans only]

     []   (3) (Specify)

            _____________.

     2.02 YEAR OF SERVICE - PARTICIPATION.

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

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

[ ]       (b)        Hours of Service
               -----

during  an  eligibility  computation  period  to  receive  credit  for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation period
described  in  Section  2.02 of the  Plan,  the Plan  measures  the  eligibility
computation period as: (Choose (c) or (d))

[ ]  (c) The 12 consecutive  month period  beginning with each anniversary of an
     Employee's Employment Commencement Date.

[X]  (d) The Plan Year,  beginning  with the Plan Year which  includes the first
     anniversary of the Employee's Employment Commencement Date.

<PAGE>


     2.03 BREAK IN SERVICE - PARTICIPATION.  The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))

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

[ ]  (b) Applies to the Employer's Plan.

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

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

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

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

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

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

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

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

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

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

     3.01 AMOUNT.

Part I.  [Options  (a)  through  (g)]  Amount of  Employer's  contribution.  The
Employer's  annual  contribution  to the Trust  will  equal the total  amount of
deferral   contributions,   matching   contributions,    qualified   nonelective
contributions  and nonelective  contributions,  as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[X]  (a) Deferral contributions (Codess.401(k) arrangement).  (Choose (1) or (2)
     or both)

     [X]  (1) Salary  reduction  arrangement.  The Employer must  contribute the
          amount by which the Participants  have reduced their  Compensation for
          the Plan Year,  pursuant to their salary reduction  agreements on file
          with  the  Advisory  Committee.  A  reference  in the  Plan to  salary
          reduction contributions is a reference to these amounts.

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

[X]       (b)  Matching   contributions.   The  Employer   will  make   matching
          contributions in accordance with the formula(s)  elected in Part II of
          this Adoption Agreement Section 3.01.

<PAGE>


[X]  (c) Designated qualified  nonelective  contributions.  The Employer, in its
     sole  discretion,  may  contribute  an  amount  which  it  designates  as a
     qualified nonelective contribution.

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

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

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

          [ ]  (i)  Nonhighly   Compensated  Employees  and  Highly  Compensated
               Employees.

          [ ]  (ii) (Specify classifications) ___________________________.

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

     [ ]  (3) ______% of the  Compensation of all  Participants  under the Plan,
          determined  for the  Employer's  taxable  year for  which it makes the
          contribution. [Note: The percentage selected may not exceed 15%.]

     [ ]  (4) _____% of Net Profits but not more than $_____________.

[ ]  (e) Frozen Plan.  This Plan is a frozen Plan  effective . The Employer will
     not contribute to the Plan with respect to any period  following the stated
     date.

Net Profits.  The Employer: (Choose (f) or (g))

[X]  (f) Need not have Net  Profits to make its annual  contribution  under this
     Plan.

[ ]  (g) Must have current or accumulated Net Profits exceeding $_______ to make
     the following contributions: (Choose at least one)

     [ ]  (1) Cash or deferred contributions described in Option (a)(2).

     [ ]  (2) Matching contributions described in Option (b), except:__________.

     [ ]  (3) Qualified nonelective contributions described in Option (c).

     [ ]  (4) Nonelective contributions described in Option (d).

The term "Net  Profits"  means the  Employer's  net  income or  profits  for any
taxable year  determined  by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices  consistently applied
without  any  deductions  for  Federal  and  state  taxes  upon  income  or  for
contributions  made by the Employer  under this Plan or under any other employee
benefit  plan the  Employer  maintains.  The  term  "Net  Profits"  specifically
excludes ______________________.  [Note: Enter "N/A" if no exclusions apply.]

<PAGE>


If the Employer requires Net Profits for matching contributions and the Employer
does not have  sufficient  Net  Profits  under  Option  (g),  it will reduce the
matching  contribution  under  a  fixed  formula  on a  prorata  basis  for  all
Participants.  A Participant's  share of the reduced  contribution will bear the
same ratio as the matching  contribution the Participant  would have received if
Net  Profits  were  sufficient  bears to the  total  matching  contribution  all
Participants  would have received if Net Profits were  sufficient.  If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement,  each participating  member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately  determined
Net Profits,  the aggregate Net Profits are insufficient to satisfy the matching
contribution liability.  "Net Profits" includes both current and accumulated Net
Profits.

Part II. [Options (h) through (j)] Matching contribution formula.  [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

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

     [ ]  (1)  An  amount   equal  to  ___%  of  each   Participant's   eligible
          contributions for the Plan Year.

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

     [X]  (3) Discretionary formula.

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

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

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

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

                              --
                              --
                              --
                              --

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

     [ ]  (5) A Participant's  matching  contributions  may not:  (Choose (i) or
          (ii))

          [ ]  (i) Exceed _____________________________.

          [ ]  (ii) Be less than _____________________________.

<PAGE>


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

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

     [X]  (1) Salary reduction contributions.

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

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

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

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

     [ ]  (2) The  Advisory  Committee  will  disregard  eligible  contributions
          exceeding _____________________.

     [X]  (3) The  Advisory  Committee  will treat as the first tier of eligible
          contributions,   an  amount  not  exceeding:  3%  of  a  Participant's
          Compensation for the Plan Year.

          The  subsequent  tiers  of  eligible   contributions   are:   eligible
          contributions  exceeding 3% but not  exceeding  4% of a  Participant's
          Compensation for the Plan Year constitute the second tier and eligible
          contributions  exceeding 4% but not  exceeding  5% of a  Participant's
          Compensation  for the Plan Year constitute the third tier and eligible
          contributions  exceeding 5% but not  exceeding  6% of a  Participant's
          Compensation for the Plan Year constitute the fourth tier.

     [ ]  (4) (Specify) _____________________ .

Part III. [Options (k) and (l)].  Special rules for  Codess.401(k)  Arrangement.
(Choose (k) or (l), or both, as applicable)

[X]  (k) Salary Reduction Agreements. The following rules and restrictions apply
     to an Employee's salary reduction  agreement:  (Make a selection under (1),
     (2), (3) and (4))

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

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

<PAGE>


          [ ]  (ii) May not exceed % of Compensation for the Plan Year,  subject
               to the annual additions limitation described in Part 2 of Article
               III and the 402(g)  limitation  described in Section 14.07 of the
               Plan.

          [ ]  (iii) Based on  percentages of  Compensation  must equal at least
               ________________________.

     (2) An Employee may revoke,  on a  prospective  basis,  a salary  reduction
     agreement: (Choose (i), (ii), (iii) or (iv))

          []   (i) Once  during any Plan Year but not later  than  ______ of the
               Plan Year.

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

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

          []   (iv)  (Specify,  but  must  be  at  least  once  per  Plan  Year)
               ____________________.

     (3) An Employee who revokes his salary  reduction  agreement may file a new
     salary reduction agreement with an effective date: (Choose (i), (ii), (iii)
     or (iv))

          [ ]  (i) No earlier than the first day of the next Plan Year.

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

          [ ]  (iii) As of the first day of any month subsequent to the month in
               which he revoked an Agreement.

          [ ]  (iv) (Specify,  but must be at least once per Plan Year following
               the Plan Year of revocation) ___________________.

     (4) A Participant may increase or may decrease, on a prospective basis, his
     salary reduction  percentage or dollar amount:  (Choose (i), (ii), (iii) or
     (iv))

          [ ]  (i) As of the beginning of each payroll period.

          [X]  (ii) As of the first day of each month.

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

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

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

     [ ]   (1) All or any portion.

     [ ]   (2) ___________%.

<PAGE>


     3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate deferral
contributions,  matching contributions,  qualified nonelective contributions and
nonelective  contributions  in  accordance  with Section 14.06 and the elections
under this Adoption Agreement Section 3.04.

Part I.  [Options  (a)  through  (d)].  Special  Accounting  Elections.  (Choose
whichever elections are applicable to the Employer's Plan)

[X]  (a) Matching  Contributions  Account.  The Advisory Committee will allocate
     matching  contributions  to a  Participant's:  (Choose  (1) or (2);  (3) is
     available only in addition to (1))

     [X]  (1) Regular Matching Contributions Account.

     [ ]  (2) Qualified Matching Contributions Account.

     [ ]  (3)  Except,   matching  contributions  under  Option(s)  of  Adoption
          Agreement  Section  3.01  are  allocable  to  the  Qualified  Matching
          Contributions Account.

[X]  (b)  Special  Allocation  Dates for  Salary  Reduction  Contributions.  The
     Advisory  Committee will allocate salary reduction  contributions as of the
     Accounting Date and as of the following additional  allocation dates: every
     day of the plan year.

[ ]  (c) Special  Allocation  Dates for  Matching  Contributions.  The  Advisory
     Committee will allocate  matching  contributions  as of the Accounting Date
     and as of the following additional allocation dates:

     __________________________________________.

[X]  (d)  Designated  Qualified   Nonelective   Contributions  -  Definition  of
     Participant.   For  purposes  of  allocating   the   designated   qualified
     nonelective contribution, "Participant" means: (Choose (1), (2) or (3))

     [ ]  (1) All Participants.

     [X]  (2) Participants who are Nonhighly  Compensated Employees for the Plan
          Year.

     []   (3) (Specify)

           _____________.

Part II.  Method  of  Allocation  -  Nonelective  Contribution.  Subject  to any
restoration  allocation required under Section 5.04, the Advisory Committee will
allocate  and credit  each  annual  nonelective  contribution  (and  Participant
forfeitures treated as nonelective  contributions) to the Employer Contributions
Account of each  Participant  who satisfies  the  conditions of Section 3.06, in
accordance  with the allocation  method selected under this Section 3.04. If the
Employer elects Option (e)(2),  Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants,  "Compensation" does not include any
exclusions  elected  under  Adoption  Agreement  Section  1.12  (other  than the
exclusion of elective contributions),  and the Advisory Committee must take into
account the  Participant's  Compensation  for the entire  Plan Year.  (Choose an
allocation  method under (e),  (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

<PAGE>


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

     [X]  (1) The  Advisory  Committee  will  allocate  the  annual  nonelective
          contributions in the same ratio that each  Participant's  Compensation
          for the Plan Year bears to the total  Compensation of all Participants
          for the Plan Year.

     [ ]  (2) The  Advisory  Committee  will  allocate  the  annual  nonelective
          contributions in the same ratio that each  Participant's  Compensation
          for the Plan Year bears to the total  Compensation of all Participants
          for the Plan Year.  For  purposes of this  Option  (2),  "Participant"
          means, in addition to a Participant who satisfies the  requirements of
          Section 3.06 for the Plan Year,  any other  Participant  entitled to a
          top  heavy  minimum   allocation  under  Section  3.04(B),   but  such
          Participant's  allocation will not exceed 3% of his  Compensation  for
          the Plan Year.

[ ]  (f) Two-Tiered  Integrated  Allocation Formula - Maximum Disparity.  First,
     the  Advisory  Committee  will  allocate  the annual  Employer  nonelective
     contributions in the same ratio that each  Participant's  Compensation plus
     Excess  Compensation for the Plan Year bears to the total Compensation plus
     Excess  Compensation of all  Participants for the Plan Year. The allocation
     under this paragraph,  as a percentage of each  Participant's  Compensation
     plus Excess Compensation,  must not exceed the applicable percentage (5.7%,
     5.4% or 4.3%) listed under the Maximum  Disparity  Table  following  Option
     (i).

     The  Advisory  Committee  then  will  allocate  any  remaining  nonelective
     contributions  in the same ratio that each  Participant's  Compensation for
     the Plan Year bears to the total  Compensation of all  Participants for the
     Plan Year.

[ ]  (g)  Three-Tiered   Integrated  Allocation  Formula.  First,  the  Advisory
     Committee will allocate the annual Employer  nonelective  contributions  in
     the same ratio that each Participant's Compensation for the Plan Year bears
     to the  total  Compensation  of all  Participants  for the Plan  Year.  The
     allocation  under this  paragraph,  as a percentage  of each  Participant's
     Compensation may not exceed the applicable  percentage (5.7%, 5.4% or 4.3%)
     listed under the Maximum  Disparity Table following  Option (i). Solely for
     purposes of the allocation in this first paragraph, "Participant" means, in
     addition to a Participant  who satisfies the  requirements  of Section 3.06
     for the Plan Year: (Choose (1) or (2))

     [ ]  (1) No other Participant.

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

     As a second tier  allocation,  the  Advisory  Committee  will  allocate the
     nonelective  contributions in the same ratio that each Participant's Excess
     Compensation  for the Plan Year bears to the total Excess  Compensation  of
     all Participants for the Plan Year. The allocation under this paragraph, as
     a percentage of each Participant's Excess Compensation,  may not exceed the
     allocation percentage in the first paragraph.

     Finally,  the Advisory  Committee  will allocate any remaining  nonelective
     contributions  in the same ratio that each  Participant's  Compensation for
     the Plan Year bears to the total  Compensation of all  Participants for the
     Plan Year.

<PAGE>


[ ]  (h)  Four-Tiered   Integrated  Allocation  Formula.   First,  the  Advisory
     Committee will allocate the annual Employer  nonelective  contributions  in
     the same ratio that each Participant's Compensation for the Plan Year bears
     to the total  Compensation of all  Participants  for the Plan Year, but not
     exceeding  3% of each  Participant's  Compensation.  Solely for purposes of
     this first tier  allocation,  a  "Participant"  means,  in  addition to any
     Participant  who  satisfies the  requirements  of Section 3.06 for the Plan
     Year,  any other  Participant  entitled to a top heavy  minimum  allocation
     under Section 3.04(B) of the Plan.

     As a second tier  allocation,  the  Advisory  Committee  will  allocate the
     nonelective  contributions in the same ratio that each Participant's Excess
     Compensation  for the Plan Year bears to the total Excess  Compensation  of
     all  Participants  for  the  Plan  Year,  but  not  exceeding  3%  of  each
     Participant's Excess Compensation.

     As a third tier allocation, the Advisory Committee will allocate the annual
     Employer   contributions   in  the  same  ratio  that  each   Participant's
     Compensation plus Excess  Compensation for the Plan Year bears to the total
     Compensation  plus Excess  Compensation  of all  Participants  for the Plan
     Year.  The  allocation  under  this  paragraph,  as a  percentage  of  each
     Participant's  Compensation plus Excess  Compensation,  must not exceed the
     applicable  percentage  (2.7%,  2.4% or  1.3%)  listed  under  the  Maximum
     Disparity Table following Option (i).

     The  Advisory  Committee  then  will  allocate  any  remaining  nonelective
     contributions  in the same ratio that each  Participant's  Compensation for
     the Plan Year bears to the total  Compensation of all  Participants for the
     Plan Year.

[ ]  (i) Excess  Compensation.  For purposes of Option (f), (g) or (h),  "Excess
     Compensation"  means  Compensation  in excess of the following  Integration
     Level: (Choose (1) or (2))

     [ ]  (1) ____% (not exceeding 100%) of the taxable wage base, as determined
          under  Section 230 of the Social  Security Act, in effect on the first
          day of the  Plan  Year:  (Choose  any  combination  of (i) and (ii) or
          choose (iii))

          [ ]  (i) Rounded to  _______________  (but not  exceeding  the taxable
               wage base).

          [ ]  (ii) But not greater than $ _______.

          [ ]  (iii)Without any further adjustment or limitation.

     [ ]  (2) $_______  [Note:  Not exceeding the taxable wage base for the Plan
          Year in which this Adoption Agreement first is effective.]

<PAGE>


Maximum  Disparity  Table.  For  purposes  of  Options  (f),  (g) and  (h),  the
applicable percentage is:

<TABLE>
<CAPTION>
          Integration Level (as     Applicable Percentages for  Applicable Percentages
percentage of taxable wage base)     Option (f) or Option (g)        for Option (h)
--------------------------------    --------------------------   ------------------

<S>                                             <C>                       <C>
100%                                            5.7%                      2.7%

More than 80% but less than 100%                5.4%                      2.4%

More than 20% (but not less than $10,001)
and not more than 80%                           4.3%                      1.3%

20% (or $10,000, if greater) or less            5.7%                      2.7%
</TABLE>

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

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

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

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

Top  Heavy  Minimum  Allocation  -  Method  of  Compliance.  If a  Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (k) or (l))

[X]  (k) The Employer will make any  necessary  additional  contribution  to the
     Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[ ]  (l) The Employer  will satisfy the top heavy minimum  allocation  under the
     following  plan(s) it  maintains:  . However,  the  Employer  will make any
     necessary  additional   contribution  to  satisfy  the  top  heavy  minimum
     allocation  for an Employee  covered only under this Plan and not under the
     other plan(s)  designated in this Option (l). See Section  3.04(B)(7)(b) of
     the Plan.

If the Employer  maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.

<PAGE>


Related employers. If two or more related employers (as defined in Section 1.30)
contribute  to this Plan,  the  Advisory  Committee  must  allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each  Participant  in the Plan,  in  accordance  with the  elections  in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

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

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

     3.05 FORFEITURE ALLOCATION.  Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory  Committee will allocate a Participant
forfeiture in accordance with Section 3.04:  (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

[X]  (a) As an Employer nonelective  contribution for the Plan Year in which the
     forfeiture  occurs,  as if the  Participant  forfeiture  were an additional
     nonelective contribution for that Plan Year.

[ ]  (b)  To  reduce  the  Employer   matching   contributions  and  nonelective
     contributions for the Plan Year: (Choose (1) or (2))

     []   (1) in which the forfeiture occurs.

     []   (2)  immediately  following  the  Plan  Year in which  the  forfeiture
          occurs.

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

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

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

          [X]  (i) in which the forfeiture occurs,

          []   (ii) immediately  following the Plan Year in which the forfeiture
               occurs, then as elected in Options (a) or (b).

     []   (3) As a  discretionary  matching  contribution  for the Plan  Year in
          which the  forfeiture  occurs,  in lieu of the  manner  elected  under
          Options (a) or (b).

[]   (d)  First to reduce  the  Plan's  ordinary  and  necessary  administrative
     expenses for the Plan Year and then will allocate any remaining forfeitures
     in the manner described in Options (a), (b) or (c), whichever  applies.  If
     the  Employer  elects  Option  (c),  the  forfeitures  used to reduce  Plan
     expenses: (Choose (1) or (2))

     []   (1) relate  proportionately to forfeitures described in Option (c) and
          to forfeitures described in Options (a) or (b).

     []   (2) relate first to forfeitures described in Option _____.

<PAGE>


Allocation of forfeited excess aggregate  contributions.  The Advisory Committee
will  allocate any forfeited  excess  aggregate  contributions  (as described in
Section 14.09): (Choose (e), (f) or (g))

[X]  (e) To reduce Employer matching  contributions  for the Plan Year:  (Choose
     (1) or (2))

     [X]  (1) in which the forfeiture occurs.

     []   (2)  immediately  following  the  Plan  Year in which  the  forfeiture
          occurs.

[]   (f) As Employer  discretionary  matching contributions for the Plan Year in
     which  forfeited,  except the Advisory  Committee  will not allocate  these
     forfeitures   to  the  Highly   Compensated   Employees  who  incurred  the
     forfeitures.

[]   (g) In accordance with Options (a) through (d), whichever  applies,  except
     the Advisory Committee will not allocate these forfeitures under Option (a)
     or under Option (c)(3) to the Highly Compensated Employees who incurred the
     forfeitures.

     3.06 ACCRUAL OF BENEFIT.

Compensation  taken into account.  For the Plan Year in which the Employee first
becomes a Participant,  the Advisory  Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

[]   (a) The Employee's Compensation for the entire Plan Year.

[X]  (b) The Employee's  Compensation  for the portion of the Plan Year in which
     the Employee actually is a Participant in the Plan.

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

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

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

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

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

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

          []   (i) Death.

<PAGE>


          []   (ii) Disability.

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

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

     []   (5) No Hour of Service  requirement for an allocation of the following
          contributions:

           ________________.

[X]  (e) Employment condition.  The Participant must be employed by the Employer
     on the last day of the Plan Year,  irrespective of whether he satisfies any
     Hours of Service condition under Option (d), with the following exceptions:
     (Choose (1) or at least one of (2) through (5))

     [X]  (1) No exceptions.

     []   (2) Termination of employment because of death.

     []   (3) Termination of employment because of disability.

     []   (4)   Termination  of  employment   following   attainment  of  Normal
          Retirement Age.

     []   (5) No employment condition for the following contributions:

          ________________________.

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

Suspension of Accrual  Requirements.  The suspension of accrual  requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[]   (g) Applies to the Employer's Plan.

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

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

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

[X]  (j) No additional conditions.

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

     []   (1) All matching contributions.

<PAGE>


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

[]   (l) (Specify)

          __________.

     3.15 MORE THAN ONE PLAN  LIMITATION.  If the  provisions  of  Section  3.15
apply,  the Excess Amount  attributed  to this Plan equals:  (Choose (a), (b) or
(c))

[]   (a) The product of:

          (i) the total Excess Amount  allocated as of such date  (including any
          amount which the Advisory  Committee  would have allocated but for the
          limitations of Code ss.415), times

          (ii) the ratio of (1) the amount  allocated to the  Participant  as of
          such date under this Plan divided by (2) the total amount allocated as
          of  such  date  under  all  qualified   defined   contribution   plans
          (determined without regard to the limitations of Code ss.415).

[]   (b) The total Excess Amount.

[X]  (c) None of the Excess Amount.

     3.18 DEFINED BENEFIT PLAN LIMITATION.

Application  of  limitation.  The  limitation  under  Section  3.18 of the Plan:
(Choose (a) or (b))

[]   (a) Does not apply to the  Employer's  Plan because the  Employer  does not
     maintain  and never has  maintained  a defined  benefit  plan  covering any
     Participant in this Plan.

[X]  (b) Applies to the Employer's  Plan. To the extent necessary to satisfy the
     limitation  under  Section 3.18,  the Employer will reduce:  (Choose (1) or
     (2))

     [X]  (1) The  Participant's  projected  annual  benefit  under the  defined
          benefit plan under which the Participant participates.

     []   (2) Its contribution or allocation on behalf of the Participant to the
          defined contribution plan under which the Participant participates and
          then, if necessary,  the Participant's  projected annual benefit under
          the defined benefit plan under which the Participant participates.

[Note: If the Employer  selects (a), the remaining  options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination  with top heavy minimum  allocation.  The Advisory  Committee  will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (c) or at least one of (d) or (e))

[X]  (c) No modifications.

<PAGE>


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

     []   (i) No exceptions.

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

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

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

          []   (i) No exceptions.

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

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

Actuarial  Assumptions  for Top Heavy  Calculation.  To determine  the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions  to value  accrued  benefits  under a  defined  benefit  plan:  Must
Coordinate with the Actuarial Assumptions in the DB plan.

If the  elections  under this  Section 3.18 are not  appropriate  to satisfy the
limitations  of Section 3.18, or the top heavy  requirements  under Code ss.416,
the Employer  must  provide the  appropriate  provisions  in an addendum to this
Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

     4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or (b);
(c) is available only with (b))

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

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

[]   (c) The following portion of the Participant's  nondeductible contributions
     for the Plan  Year are  mandatory  contributions  under  Option  (i)(3)  of
     Adoption Agreement Section 3.01: (Choose (1) or (2))

     []   (1) The amount which is not less than: __________.

     []   (2) The amount which is not greater than:______________.

<PAGE>


Allocation   dates.   The  Advisory   Committee   will  allocate   nondeductible
contributions  for each Plan Year as of the  Accounting  Date and the  following
additional allocation dates: (Choose (d) or (e))

[]       (d)  No other allocation dates.

[]       (e)  (Specify)                                                       .
                         -----------------------------------------------------

As of an allocation date, the Advisory  Committee will credit all  nondeductible
contributions  made  for  the  relevant  allocation  period.   Unless  otherwise
specified in (e), a nondeductible  contribution  relates to an allocation period
only if actually  made to the Trust no later than 30 days after that  allocation
period ends.

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

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

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

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

     []   (1) No conditions.

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

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

     []   (4) (Specify) ___________________________.

[]   (d) (Specify) _______________________.

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

     5.01 NORMAL  RETIREMENT.  Normal  Retirement Age under the Plan is: (Choose
(a) or (b))

[X]  (a) 65 [State age, but may not exceed age 65].

[]   (b) The  later  of the  date the  Participant  attains  years of age or the
     anniversary  of the first  day of the Plan  Year in which  the  Participant
     commenced  participation  in the Plan. [The age selected may not exceed age
     65 and the anniversary selected may not exceed the 5th.]

     5.02 PARTICIPANT  DEATH OR DISABILITY.  The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[X]  (a) Does not apply.

<PAGE>


[]   (b) Applies to death.

[]   (c) Applies to disability.

     5.03 VESTING SCHEDULE.

Deferral     Contributions      Account/Qualified     Matching     Contributions
Account/Qualified  Nonelective  Contributions   Account/Mandatory  Contributions
Account.  A Participant has a 100%  Nonforfeitable  interest at all times in his
Deferral  Contributions  Account, his Qualified Matching  Contributions Account,
his   Qualified   Nonelective   Contributions   Account  and  in  his  Mandatory
Contributions Account.

Regular Matching  Contributions  Account/Employer  Contributions  Account.  With
respect to a Participant's  Regular Matching  Contributions Account and Employer
Contributions  Account,  the Employer  elects the  following  vesting  schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[X]  (a)  Immediate  vesting.  100%  Nonforfeitable  at all  times.  [Note:  The
     Employer must elect Option (a) if the eligibility conditions under Adoption
     Agreement Section 2.01(c) require 2 years of service or more than 12 months
     of employment.]

[]   (b) Graduated Vesting Schedules.


                      Top Heavy Schedule
                          (Mandatory)

          Years of                          Nonforfeitable
          Service                             Percentage

        Less than 1                              %
             1                                   %
             2                                   %
             3                                   %
             4                                   %
             5                                   %
             6 or more                         100%

                  Non Top Heavy Schedule
                         (Optional)

       Years of                            Nonforfeitable
       Service                               Percentage

     Less than 1                                 %
            1                                    %
            2                                    %
            3                                    %
            4                                    %
            5                                    %
            6                                    %
            7 or more                           100%


<PAGE>



[X]  (c) Special vesting election for Regular Matching Contributions Account. In
     lieu of the election  under  Options (a) or (b),  the  Employer  elects the
     following   vesting   schedule  for  a   Participant's   Regular   Matching
     Contributions Account: (Choose (1) or (2))

     []   (1) 100% Nonforfeitable at all times.

     [X]  (2) In accordance with the vesting schedule  described in the addendum
          to this Adoption Agreement,  numbered 5.03(c).  [Note: If the Employer
          elects this Option (c)(2),  the addendum must designate the applicable
          vesting schedule(s) using the same format as used in Option (b).]

<PAGE>


[Note:  Under  Options (b) and (c)(2),  the Employer  must  complete a Top Heavy
Schedule which satisfies Codess.416. The Employer, at its option, may complete a
Non  Top  Heavy  Schedule.   The  Non  Top  Heavy  Schedule  must  satisfy  Code
ss.411(a)(2). Also see Section 7.05 of the Plan.]

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

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

     []   (2) In the Plan Year for which the Plan first is top heavy and then in
          all subsequent  Plan Years.  [Note:  The Employer may not elect Option
          (d) unless it has completed a Non Top Heavy Schedule.]

Minimum vesting.  (Choose (e) or (f))

[X]  (e) The Plan does not apply a minimum vesting rule.

[]   (f) A Participant's  Nonforfeitable Accrued Benefit will never be less than
     the lesser of $ or his entire Accrued Benefit, even if the application of a
     graduated  vesting  schedule  under  Options  (b) or (c) would  result in a
     smaller Nonforfeitable Accrued Benefit.

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

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

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

     5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED  PARTICIPANTS/  RESTORATION
OF FORFEITED  ACCRUED  BENEFIT.  The deemed  cash-out rule  described in Section
5.04(C) of the Plan: (Choose (a) or (b))

[]   (a) Does not apply.

[X]  (b) Will  apply to  determine  the  timing  of  forfeitures  for 0%  vested
     Participants.  A  Participant  is not a 0% vested  Participant  if he has a
     Deferral Contributions Account.

     5.06 YEAR OF SERVICE - VESTING.

Vesting  computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[X]  (a) Plan Years.

[]   (b) Employment Years. An Employment Year is the 12 consecutive month period
     measured  from  the  Employee's  Employment   Commencement  Date  and  each
     successive 12 consecutive  month period  measured from each  anniversary of
     that Employment Commencement Date.

Hours of  Service.  The  minimum  number of Hours of  Service an  Employee  must
complete  during a vesting  computation  period to receive  credit for a Year of
Service is: (Choose (c) or (d))

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

<PAGE>


[]   (d) _____ Hours of Service. [Note: The Hours of Service requirement may not
     exceed 1,000.]

     5.08  INCLUDED  YEARS OF  SERVICE  -  VESTING.  The  Employer  specifically
excludes  the  following  Years of  Service:  (Choose (a) or at least one of (b)
through (e))

[X] (a) None other than as specified in Section 5.08(a) of the Plan.

[]   (b) Any Year of Service before the Participant  attained the age of . Note:
     The age selected may not exceed age 18.]

[]   (c) Any Year of Service  during the period the  Employer  did not  maintain
     this Plan or a predecessor plan.

[]   (d) Any  Year of  Service  before  a Break  in  Service  if the  number  of
     consecutive  Breaks in Service  equals or exceeds  the  greater of 5 or the
     aggregate number of the Years of Service prior to the Break. This exception
     applies only if the Participant is 0% vested in his Accrued Benefit derived
     from  Employer  contributions  at the  time  he  has a  Break  in  Service.
     Furthermore,  the  aggregate  number of Years of Service  before a Break in
     Service do not include  any Years of Service not  required to be taken into
     account under this exception by reason of any prior Break in Service.

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

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6)  Protected  Benefits.  The elections under this Article VI may
not eliminate Code ss.411(d)(6)  protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6)  protected benefit, see Section 13.02 of the
Plan.  Furthermore,  if the elections  liberalize  the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

     6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution  date.  A  distribution  date  under  the  Plan  means  as  soon as
administratively  feasible.  [Note:  The Employer  must specify the  appropriate
date(s).  The specified  distribution dates primarily establish annuity starting
dates and the notice and consent periods prescribed by the Plan. The Plan allows
the Trustee an  administratively  practicable  period of time to make the actual
distribution relating to a particular distribution date.]

Nonforfeitable  Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of  Section   6.01(A)(1),   the   distribution   date  for   distribution  of  a
Nonforfeitable  Accrued Benefit not exceeding  $3,500 is: (Choose (a), (b), (c),
(d) or (e))

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

[]   (b) __________________ following the Participant's Separation from Service.

[]   (c)  _____________________________  of the Plan Year after the  Participant
     incurs _______ Break(s) in Service (as defined in Article V).

<PAGE>


[]   (d)_______________________________  following the Participant's  attainment
     of  Normal  Retirement  Age,  but  not  earlier  than  days  following  his
     Separation from Service.

[X]  (e) (Specify) the first calendar  quarter  following the end of the quarter
     in which the participant separates from service.

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

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

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

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

[]       (h)  (Specify)

          ______________.

Hardship.  (Choose (i) or (j))

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

[]   (j) The Plan  permits a  hardship  distribution  to a  Participant  who has
     separated from Service in accordance with the hardship  distribution policy
     stated in: (Choose (1), (2) or (3))

     []   (1) Section 6.01(A)(4) of the Plan.

     []   (2) Section 14.11 of the Plan.

     []   (3) The addendum to this Adoption Agreement, numbered Section 6.01.

Default on a Loan.  If a  Participant  or  Beneficiary  defaults  on a loan made
pursuant to a loan policy adopted by the Advisory  Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

[N/A](k) Treats the default as a distributable  event. The Trustee,  at the time
     of the  default,  will  reduce  the  Participant's  Nonforfeitable  Accrued
     Benefit by the lesser of the amount in default (plus  accrued  interest) or
     the Plan's security interest in that Nonforfeitable Accrued Benefit. To the
     extent the loan is attributable to the Participant's Deferral Contributions
     Account,  Qualified Matching Contributions Account or Qualified Nonelective
     Contributions  Account,  the  Trustee  will not  reduce  the  Participant's
     Nonforfeitable  Accrued  Benefit unless the  Participant has separated from
     Service or unless the Participant has attained age 59 1/2.

[]   (l) Does not treat the default as a distributable  event. When an otherwise
     distributable  event first occurs  pursuant to Section 6.01 or Section 6.03
     of the Plan,  the  Trustee  will  reduce the  Participant's  Nonforfeitable
     Accrued  Benefit  by the  lesser of the  amount in  default  (plus  accrued
     interest) or the Plan's security  interest in that  Nonforfeitable  Accrued
     Benefit.

[]   (m) (Specify)

     ___.

<PAGE>


     6.02 METHOD OF PAYMENT OF ACCRUED  BENEFIT.  The  Advisory  Committee  will
apply Section 6.02 of the Plan with the following modifications:  (Choose (a) or
at least one of (b), (c), (d) and (e))

[X]  (a) No modifications.

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

     __________________.

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

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

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

     []   (3) (Specify)

           _________.

[]   (d) The Plan permits the following annuity options:

          ______________________________.

     Any  Participant  who  elects  a life  annuity  option  is  subject  to the
     requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
     6.04(E).  [Note: The Employer may specify  additional annuity options in an
     addendum to this Adoption Agreement, numbered 6.02(d).]

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

     6.03 BENEFIT PAYMENT ELECTIONS.

Participant  Elections  After  Separation  from Service.  A  Participant  who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

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

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

     []   (1) Any  distribution  date  after the close of the Plan Year in which
          the Participant attains Normal Retirement Age.

     []   (2) Any  distribution  date following his Separation from Service with
          the Employer.

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

     []   (4) Any  distribution  date in the Plan  Year  after  the  Participant
          incurs Break(s) in Service (as defined in Article V).

<PAGE>


     []   (5) Any distribution  date following  attainment of age and completion
          of at least Years of Service (as defined in Article V).

     [X]  (6)  (Specify)  the first  calendar  quarter  following the end of the
          quarter in which the participant separates from service.

[]       (c)  (Specify)

          ________.

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

Participant  Elections  Prior to  Separation  from  Service -  Regular  Matching
Contributions  Account  and  Employer  Contributions  Account.  Subject  to  the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's Regular Matching  Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

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

[]   (e) Attainment of Specified Age. Until he retires,  the  Participant  has a
     continuing  election to receive  all or any  portion of his  Nonforfeitable
     interest in these Accounts after he attains: (Choose (1) or (2))

     []   (1) Normal Retirement Age.

     []   (2) _______ years of age and is at least ___________%  vested in these
          Accounts.  [Note: If the percentage is less than 100%, see the special
          vesting formula in Section 5.03.]

[]   (f) After a Participant  has  participated  in the Plan for a period of not
     less than years and he is 100% vested in these Accounts,  until he retires,
     the Participant has a continuing  election to receive all or any portion of
     the Accounts. [Note: The number in the blank space may not be less than 5.]

[]   (g) Hardship. A Participant may elect a hardship  distribution prior to his
     Separation  from  Service  in  accordance  with the  hardship  distribution
     policy:  (Choose (1), (2) or (3);  (4) is available  only as an  additional
     option)

     []   (1) Under Section 6.01(A)(4) of the Plan.

     []   (2) Under Section 14.11 of the Plan.

     []   (3)  Provided in the  addendum to this  Adoption  Agreement,  numbered
          Section 6.03.

     []   (4) In no event  may a  Participant  receive a  hardship  distribution
          before he is at least ___%  vested in these  Accounts.  [Note:  If the
          percentage  in the blank is less than 100%,  see the  special  vesting
          formula in Section 5.03.]

[X]  (h) (Specify) After a Participant has participated in the Plan for a period
     of not less  than 5 years  and he is 100%  vested,  until he  retires,  the
     Participant has a continuing  election to receive all or any portion of the
     Employer Contributions Account only. There shall be no distribution options
     that  apply  to  the  Regular  Matching   Contributions  Account  prior  to
     Separation from Service.

<PAGE>


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

Participant Elections Prior to Separation from Service - Deferral  Contributions
Account,  Qualified  Matching  Contributions  Account and Qualified  Nonelective
Contributions Account.  Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's  Deferral  Contributions  Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l))

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

[]   (j) Until he retires,  the Participant has a continuing election to receive
     all or any portion of these Accounts after he attains: (Choose (1) or (2))

     []   (1) The later of Normal Retirement Age or age 59 1/2.

     []   (2) Age _________ (at least 59 1/2).

[X]  (k) Hardship.  A Participant,  prior to this Separation  from Service,  may
     elect a hardship  distribution from his Deferral  Contributions  Account in
     accordance with the hardship distribution policy under Section 14.11 of the
     Plan.

[]   (l) (Specify)

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

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the assets (within the meaning of Code ss.409(d)(2)) used in a trade or business
or sells a subsidiary (within the meaning of Code  ss.409(d)(3)),  a Participant
who  continues  employment  with  the  acquiring  corporation  is  eligible  for
distribution  from  his  Deferral  Contributions  Account,   Qualified  Matching
Contributions Account and Qualified Nonelective  Contributions Account:  (Choose
(m) or (n))

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

[X]  (n) As if he has a  Separation  from  Service.  After  March  31,  1988,  a
     distribution authorized solely by reason of this Option (n) must constitute
     a lump sum  distribution,  determined  in a  manner  consistent  with  Code
     ss.401(k)(10) and the applicable Treasury regulations.

     6.04 ANNUITY  DISTRIBUTIONS  TO  PARTICIPANTS  AND SURVIVING  SPOUSES.  The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[X]  (a) Apply only to a  Participant  described in Section  6.04(E) of the Plan
     (relating  to the  profit  sharing  exception  to the  joint  and  survivor
     requirements).

[]   (b) Apply to all Participants.

<PAGE>


                                   ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

     9.10 VALUE OF PARTICIPANT'S  ACCRUED BENEFIT. If a distribution (other than
a  distribution   from  a  segregated   Account  and  other  than  a  corrective
distribution  described in Sections  14.07,  14.08,  14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent  valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[X]  (a) 0% per annum. [Note: The percentage may equal 0%.]

[]   (b) The 90 day Treasury bill rate in effect at the beginning of the current
     valuation period.

[]       (c)  (Specify) _______________________.

     9.11 ALLOCATION AND  DISTRIBUTION  OF NET INCOME GAIN OR LOSS.  Pursuant to
Section  14.12,  to  determine  the  allocation  of net  income,  gain or  loss:
(Complete only those items, if any, which are applicable to the Employer's Plan)

[X]  (a) For  salary  reduction  contributions,  the  Advisory  Committee  will:
     (Choose (1), (2), (3), (4) or (5))

     [X]  (1) Apply Section 9.11 without modification.

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

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

     []   (4) Treat as part of the  relevant  Account  at the  beginning  of the
          valuation period 50% of the -- salary reduction contributions: (Choose
          (i) or (ii))

          []   (i) made during that valuation period.

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

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

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

     [X]  (1) Apply Section 9.11 without modification.

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

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

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

<PAGE>


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

     []   (1) Apply Section 9.11 without modification.

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

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

     []   (4) Treat as part of the  relevant  Account  at the  beginning  of the
          valuation  period % of the  Participant  nondeductible  contributions:
          (Choose (i) or (ii))

          []   (i) made during that valuation period.

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

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

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

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

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

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

     10.14 VALUATION OF TRUST. In addition to each Accounting  Date, the Trustee
must value the Trust Fund on the  following  valuation  date(s):  (Choose (a) or
(b))

[]   (a) No other mandatory valuation dates.

[X]  (b)  (Specify)  Each  business day the New York Stock  Exchange and Norwest
     Bank New Mexico, N.A. are open and conducting business.


<PAGE>



                             EFFECTIVE DATE ADDENDUM
                              (Restated Plans Only)

     The Employer must  complete  this  addendum only if the restated  Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective  date for at least one of the provisions  listed in this addendum.  In
lieu of the restated  Effective  Date in Adoption  Agreement  Section 1.18,  the
following special effective dates apply: (Choose whichever elections apply)

[]   (a) Compensation  definition.  The Compensation  definition of Section 1.12
     (other than the $200,000  limitation) is effective for Plan Years beginning
     after . [Note:  May not be effective  later than the first day of the first
     Plan Year beginning after the Employer executes this Adoption  Agreement to
     restate the Plan for the Tax Reform Act of 1986, if applicable.]

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

[]   (c) Suspension of Years of Service. The suspension of Years of Service rule
     elected under Adoption  Agreement  Section 2.03 is effective for Plan Years
     beginning after ______________ .

[X]  (d) Contribution/allocation formula. The contribution formula elected under
     Adoption  Agreement Section 3.01 and the method of allocation elected under
     Adoption Agreement Section 3.04 is effective for Plan Years beginning after
     December 31, 1996.

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

[X]  (f)  Employment  condition.  The  employment  condition  of Section 3.06 is
     effective for Plan Years beginning after December 31, 1996.

[]   (g)  Elimination of Net Profits.  The  requirement  for the Employer not to
     have net profits to  contribute  to this Plan is  effective  for Plan Years
     beginning after  ___________________ . [Note: The date specified may not be
     earlier than December 31, 1985.]

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

[X]  (i) Allocation of Earnings. The special allocation provisions elected under
     Adoption  Agreement  Section 9.11 are  effective  for Plan Years  beginning
     after December 31, 1996.

[X]  (j)  (Specify)  Short  Plan  Year.  The Plan  will  have a short  plan year
     beginning July 1, 1996 and ending December 31, 1996.

     For Plan Years prior to the special  Effective  Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the  designated  provisions.  A special  Effective Date may not result in the
delay of a Plan  provision  beyond  the  permissible  Effective  Date  under any
applicable law requirements.


<PAGE>


                                 Execution Page

     The Trustee (and  Custodian,  if  applicable),  by executing  this Adoption
Agreement,   accepts  its  position  and  agrees  to  all  of  the  obligations,
responsibilities  and duties imposed upon the Trustee (or  Custodian)  under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement,  the Employer by its duly authorized
officers, has executed this Adoption Agreement,  and the Trustee (and Custodian,
if applicable) signified its acceptance, on this 1st day of October, 1996.

Name  and  EIN of  Employer:  Alamogordo  Federal  Savings  &  Loan  Association
85-0142558

Signed:   /s/ Miles Ledgerwood
          ---------------------------
          Miles Ledgerwood, President

Name(s) of Trustee:  Norwest  Bank New Mexico,  N.A. -  Investment  Management &
Trust Division

Signed:   /s/ Dorothy Sanmann
          -----------------------------------------
          Dorothy Sanmann, Assistant Vice President

Name of Custodian:

Signed:

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 002.

Use of Adoption  Agreement.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
3-digit  number  assigned to this Adoption  Agreement (see page 1) is solely for
the  Master  Plan  Sponsor's  recordkeeping  purposes  and does not  necessarily
correspond to the plan number the Employer designated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting  employers of any amendment of this
Master Plan or of any abandonment or  discontinuance  by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries  regarding the adoption of
the  Master  Plan,  the  Master  Plan  Sponsor's  intended  meaning  of any plan
provisions  or the  effect  of the  opinion  letter  issued to the  Master  Plan
Sponsor,  please  contact the Master Plan Sponsor at the  following  address and
telephone number: P.O. Box 1968 Albuquerque, New Mexico 87103 (505)765-5110.

Reliance  on  Opinion  Letter.  The  Employer  may not rely on the  Master  Plan
Sponsor's opinion letter covering this Adoption  Agreement.  For reliance on the
Plan's  qualification,  the Employer must obtain a determination letter from the
applicable IRS Key District office.


<PAGE>


                             PARTICIPATION AGREEMENT
         For Participation by Related Group Members (Plan Section 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying  Adoption  Agreement,  as if  the  Participating  Employer  were  a
signatory to that Agreement.  The Participating  Employer accepts, and agrees to
be bound by, all of the  elections  granted  under the  provisions of the Master
Plan as made by Alamogordo  Federal  Savings & Loan  Association,  the Signatory
Employer to the Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's  participation in the
          designated Plan is: ______.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[]   (a) The adoption of a new plan by the Participating Employer.

[]   (b) The  adoption  of an  amendment  and  restatement  of a plan  currently
     maintained by the Employer, identified as _________________ , and having an
     original effective date of ________________ .

     Dated this __________ day of __________, 19__.

               Name of Participating Employer:


               Signed:



               Participating Employer's EIN:

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

               Name of Signatory  Employer:  Alamogordo  Federal  Savings & Loan
               Association

Accepted:__________________
                    [Date]          Signed:

               Name(s) of Trustee:


Accepted:___________________
                    [Date]          Signed:

[Note:  Each  Participating  Employer  must  execute  a  separate  Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]



<PAGE>


                                                                     EXHIBIT 4.2



                            SUMMARY PLAN DESCRIPTION

                                     for the

                  Alamogordo Federal Savings & Loan Association
                      401(k) Profit Sharing Plan and Trust



















<PAGE>


                                TABLE OF CONTENTS



(1) General..................................................................  1

(2) Identification of Plan...................................................  1

(3) Type of Plan.............................................................  1

(4) Plan Administrator.......................................................  1

(5) Trustee/Trust Fund.......................................................  2

(6) Hours of Service.........................................................  2

(7) Eligibility to Participate...............................................  3

(8) Employer's Contributions.................................................  3

(9) Employee Contributions...................................................  6

(10) Vesting in Employer Contributions.......................................  6

(11) Payment of Benefits After Termination of Employment.....................  7

(12) Payment of Benefits Prior to Termination of Employment..................  9

(13) Disability Benefits..................................................... 10

(14) Payment of Benefits upon Death.......................................... 10

(15) Disqualification of Participant Status - Loss or Denial of Benefits..... 10

(16) Claims Procedure........................................................ 11

(17) Retired Participant, Separated Participant with Vested Benefit,
     Beneficiary Receiving Benefits............. 11

(18) Participant's Rights under ERISA........................................ 12

(19) Federal Income Taxation of Benefits Paid................................ 13

(20) Participant Loans....................................................... 13

(21) Participant Direction of Investment..................................... 13


<PAGE>



                            SUMMARY PLAN DESCRIPTION


(1) General. The legal name, address and Federal employer  identification number
of the Employer are -

         Alamogordo Federal Savings & Loan Association
         400 10th Street
         Alamogordo, NM  88310
         85-0142558

The Employer has  established  a retirement  plan  ("Plan") to  supplement  your
income upon retirement. In addition to retirement benefits, the Plan may provide
benefits  in the  event of your  death  or  disability  or in the  event of your
termination  of  employment  prior to normal  retirement.  If after reading this
summary you have any questions, please ask the Plan Administrator.  We emphasize
this summary plan description is a highlight of the more important provisions of
the Plan.  If there is a  conflict  between a  statement  in this  summary  plan
description and in the Plan, the terms of the Plan control.

(2) Identification of Plan.  The Plan is known as -

     Alamogordo  Federal Savings & Loan  Association  401(k) Profit Sharing Plan
     and Trust

The Employer has assigned 002 as the Plan  identification  number. The plan year
is the period on which the Plan  maintains its records:  the twelve  consecutive
month period ending every December 31.

(3) Type of Plan.  The Plan is commonly  known as a Code Section  401(k)  profit
sharing plan. Section (8), "Employer's Contributions," explains how you share in
the Employer's  annual  contributions  to the trust fund and the extent to which
the Employer has an obligation to make annual contributions to the trust fund.

Under this Plan,  there is no fixed dollar amount of retirement  benefits.  Your
actual  retirement  benefit will depend on the amount of your account balance at
the  time  of  retirement.   Your  account   balance  will  reflect  the  annual
allocations,  the period of time you  participate in the Plan and the success of
the Plan in investing and reinvesting the assets of the trust fund. Furthermore,
a governmental  agency known as the Pension Benefit Guaranty  Corporation (PBGC)
insures  the  benefits   payable   under  plans  which  provide  for  fixed  and
determinable  retirement  benefits.  The  Plan  does  not  provide  a fixed  and
determinable retirement benefit.  Therefore, the PBGC does not include this Plan
within its insurance program.

(4) Plan Administrator.  The Employer is the Plan Administrator.  The Employer's
telephone number is (505)437-9334.  The Employer has designated Miles Ledgerwood
to assist the Employer  with the duties of Plan  Administrator.  You may contact
Miles  Ledgerwood  at  the  Employer's   address.   The  Plan  Administrator  is
responsible for providing you and other participants  information regarding your
rights and benefits under the Plan. The Plan  Administrator also has the primary
authority for filing the various reports,  forms and returns with the Department
of Labor and the Internal Revenue Service.

The name of the person  designated as agent for service of legal process and the
address where a processor may serve legal process upon the Plan are -

<PAGE>


         Miles Ledgerwood
         Alamogordo Federal Savings & Loan Association
         400 10th Street
         Alamogordo, NM  88310

A  legal  processor  may  also  serve  the  Trustee  of the  Plan  or  the  Plan
Administrator.

The Plan permits the Employer to appoint an Advisory  Committee to assist in the
administration of the Plan. The Advisory  Committee has the  responsibility  for
making  all  discretionary   determinations   under  the  Plan  and  for  giving
distribution  directions  to the Trustee.  If the  Employer  does not appoint an
Advisory Committee,  the Plan Administrator assumes these responsibilities.  The
members of the Advisory  Committee may change from time to time.  You may obtain
the  names  of the  current  members  of the  Advisory  Committee  from the Plan
Administrator.

(5) Trustee/Trust Fund.  The Employer has appointed -

       Norwest Bank New Mexico, N.A. - Investment Management & Trust Division
       P.O. Box 1968
       Albuquerque, NM  87103
       (505)765-5110


to hold the office of Trustee.  The Trustee  will hold all amounts the  Employer
contributes to it in a trust fund. Upon the direction of the Advisory Committee,
the Trustee will make all  distribution and benefit payments from the trust fund
to participants and beneficiaries.  The Trustee will maintain trust fund records
on a plan year basis.

(6)  Hours  of  Service.  The Plan and this  summary  plan  description  include
references to hours of service. To become eligible to participate in the Plan or
to share in the  allocation of Employer  contributions  for a plan year the Plan
requires you to complete a minimum number of hours of service during a specified
period.   The  sections   covering   eligibility  to  participate  and  employer
contributions  explain  this aspect of the Plan in the context of those  topics.
However, hour of service has the same meaning for all purposes of the Plan.

The Department of Labor,  in its  regulations,  has prescribed  various  methods
under which the Employer may credit hours of service.  The Employer has selected
the "actual" method for crediting hours of service. Under the actual method, you
will receive  credit for each hour for which the Employer pays you,  directly or
indirectly,  or for which you are entitled to payment,  for the  performance  of
your  employment  duties.  You also will receive credit for certain hours during
which you do not work if the  Employer  pays you for those  hours,  such as paid
vacation.

If an employee's absence from employment is due to maternity or paternity leave,
the  employee  will receive  credit for unpaid  hours of service  related to his
leave, not to exceed 501 hours.  The Advisory  Committee will credit these hours
of service to the first period during which the employee otherwise would incur a
1-year break in service as a result of the unpaid absence.


<PAGE>


(7)  Eligibility  to  Participate.  To become a  participant,  an employee  must
complete one year of service and attain age 21. You will become a Participant on
the January 1 or July 1  immediately  following  your  completion of the age and
service requirement.

The Plan defines "year of service" as a 12-month  period in which you work 1,000
hours of service for the Employer.  The first eligibility  service period starts
on your first day of  employment  with the Employer.  For example,  if you begin
work on  February  15 and work 1,000  hours from that  February  15 through  the
following  February  14,  you  would  enter  the Plan on the July 1  immediately
following the  completion of the one year of service.  After the first  12-month
eligibility  service  period,  the Plan will  measure your  eligibility  service
period on a plan year basis.  In the prior  example,  on a plan year basis,  the
second  12-month period would begin with the first plan year starting after your
February 15 employment  date and other  12-month  periods would be the following
plan years.  The Plan will need to measure  more than one 12-month  period,  for
example, if you do not complete a year of service in the first 12-month period.

The  example  in the prior  paragraph  assumes  you are at least age 21 when you
complete  the  service  requirement.  If you have not  attained  age 21 when you
complete the service requirement, then you will become a participant in the Plan
on the January 1 or July 1 immediately following your attainment of age 21.

If you terminate  employment  after becoming a Participant in the Plan and later
return to  employment,  you will re-enter the Plan on your  re-employment  date.
Also,  if you  terminate  employment  after  satisfying  the Plan's  eligibility
conditions  but before  actually  becoming a participant  in the Plan,  you will
become a participant  in the Plan on the later of your  scheduled  entry date or
your reemployment date.
The following employees are not eligible to participate in the plan:

         employees  working  in  a  classification  of  employees  covered  by a
         collective  bargaining  agreement leased employee employees of a member
         of the Employer's related group who does not participate in this plan

If by reason of this exclusion,  you should become  ineligible to participate in
the Plan,  you may not  receive an  allocation  of the  Employer's  contribution
during the period of your exclusion, but during this period your account balance
will continue to share in trust fund earnings or losses.

(8) Employer's Contributions.  401(k) Arrangement.  This Plan includes a "401(k)
arrangement,"  under  which  you may  elect to have the  employer  contribute  a
portion of your  compensation to the Plan. The  contributions the Employer makes
under your  election  are  "elective  deferrals."  The Advisory  Committee  will
allocate your elective deferrals to a separate account designated by the Plan as
your Deferral Contributions Account.

As a participant  in the Plan, you may enter into a salary  reduction  agreement
with the  Employer.  The  Advisory  Committee  will give you a salary  reduction
agreement form which will explain your salary  reduction  options.  The Employer
will  withhold  from your pay the  amount you have  agreed to have the  Employer
contribute as elective deferrals.



<PAGE>


Your  salary  reduction  agreement  remains  in  effect  until  you  revoke  the
agreement. You may revoke your salary reduction agreement as of the first day of
any month.  If you revoke your salary  reduction  agreement,  you may file a new
agreement with an effective  date as of any subsequent  Plan Entry Date. You may
increase or decrease your salary reduction percentage or dollar amount as of the
first day of each month.

For any calendar year, your elective  deferrals may not exceed a specific dollar
amount  determined by the Internal Revenue Service.  If your elective  deferrals
for a particular  calendar year exceed the dollar  limitation in effect for that
calendar  year,  the Plan will refund the excess  amount,  plus any earnings (or
loss)  allocated to that excess amount.  If you  participate in another  "401(k)
arrangement"  or in  similar  arrangements  under  which  you  elect  to have an
employer contribute on your behalf, your total elective deferrals may not exceed
the dollar limitation in effect for that calendar year. The Form W-2 you receive
from each employer for the calendar year will report the amount of your elective
deferrals  for that  calendar  year under that  employer's  plan.  If your total
exceeds the dollar limitation in effect for that calendar year you should decide
which  plan you wish to  designate  as the plan with the excess  amount.  If you
designate  this Plan as holding the excess amount for a calendar  year, you must
notify the Advisory  Committee of that  designation  by March 1 of the following
calendar year.  The Trustee then will  distribute the excess amount to you, plus
earnings (or loss) allocated to that excess amount.

Matching Contributions.  For each plan year, the Employer will contribute to the
Plan an amount of  matching  contributions  determined  by the  Employer  at its
discretion.  The Employer may choose not to make  matching  contributions  for a
particular  plan year. The Employer will determine a separate amount of matching
contributions  for each level of the participant's  "eligible  contributions." A
participant's   "eligible   contributions"  equal  the  participant's   elective
deferrals for the plan year (other than any elective  deferrals which exceed the
dollar limitation  determined by the Internal Revenue Service).  A participant's
first level of eligible  contributions  is the amount of eligible  contributions
not  exceeding  3% of a  Participant's  Compensation  for  the  Plan  Year.  The
subsequent tiers of eligible contributions are: eligible contributions exceeding
3% but not  exceeding  4% of a  Participant's  Compensation  for the  Plan  Year
constitute  the second  tier and  eligible  contributions  exceeding  4% but not
exceeding 5% of a  Participant's  Compensation  for the Plan Year constitute the
third tier and eligible  contributions  exceeding  5% but not  exceeding 6% of a
Participant's  Compensation  for the Plan Year  constitute  the fourth tier. For
example,  if your eligible  contributions under the first level equal 10% of the
total eligible  contributions in the first level made by all participants,  your
account  would  receive an  allocation  of 10% of the total  amount of  matching
contributions   made  by  the   Employer   for  the  first   level  of  eligible
contributions.  The Advisory  Committee  allocates  your share of these matching
contributions to your Regular Matching Contributions Account.

Qualified nonelective contributions. The Plan permits the Employer to contribute
a  discretionary  amount for a plan year which the  Employer  will  designate as
qualified nonelective contributions. If the Employer makes qualified nonelective
contributions  for a plan year,  the  Advisory  Committee  will  allocate  those
contributions  to the separate  accounts of those  participants who are eligible
for an allocation for the plan year but who are not highly compensated employees
for that plan year. The law defines highly compensated employees to include most
owners and officers of the Employer and  employees  whose  compensation  for the
plan year exceeds certain dollar limitations  prescribed by the Internal Revenue
Service.  Also, a family member of a highly compensated employee may be a highly
compensated employee under the Plan.

<PAGE>


The  Advisory  Committee  will  base a  participant's  allocation  of  qualified
nonelective contributions upon the participant's share of the total compensation
paid during that plan year to all participants eligible for the allocation.  For
example,  if your  compensation  for a particular  plan year equals 10% of total
compensation  for all  participants  eligible for the  allocation,  the Advisory
Committee would allocate 10% of the total qualified nonelective contributions to
your Qualified Nonelective Contributions Account.

Employer's  nonelective  contributions.  Each plan year,  the Employer will make
nonelective  contributions to the Plan in the amount  determined by the Employer
at its discretion. The Employer may choose not to make nonelective contributions
to the Plan for a particular plan year.

For each plan year the Employer makes nonelective contributions to the Plan, the
Advisory  Committee  will allocate this  contribution  to the separate  accounts
maintained for  participants.  The Advisory  Committee will base your allocation
upon your  proportionate  share of the total  compensation paid during that plan
year to all participants in the Plan. For example, if your compensation for that
plan  year is 10% of the  total  compensation  for  all  participants  for  that
particular  plan year,  the Advisory  Committee  will  allocate 10% of the total
Employer contribution for the plan year to your separate account.

Allocation of forfeitures.  The Plan allocates participant forfeitures as if the
forfeitures were additional Employer nonelective contributions for the plan year
in which the  forfeitures  occur.  If a  participant  forfeits  from his Regular
Matching  Contributions  Account,  the Plan allocates the forfeited  amount as a
matching contribution. The Advisory Committee will treat the forfeited amount as
a reduction of the matching  contributions  otherwise  made for the plan year in
which the forfeiture occurs.

Compensation.  The Plan defines  compensation as the employee's  total amount of
earnings reportable as W-2 wages for Federal income tax withholding purposes.

With limited exceptions,  the Plan includes an employee's  compensation only for
the part of the plan year in which he actually is a participant.

Conditions  for  allocation.  With  limited  exceptions,  to be  entitled  to an
allocation of Employer  contributions,  you must complete 1,000 hours of service
during the plan year and you must be employed by the Employer on the last day of
the plan year.

The contribution  allocations described in this Section (8) may vary for certain
employees  if the Plan is top  heavy.  Generally,  the Plan is top heavy if more
than 60% of the Plan's  assets are  allocated to the  accounts of key  employees
(certain owners and officers).  If the Plan is top heavy, any participant who is
not a key employee and who is employed on the last day of the plan year, may not
receive a contribution allocation which is less than a certain minimum.  Usually
that minimum is 3%, but if the contribution allocation for the plan year is less
than 3% for all  the  key  employees,  the  top  heavy  minimum  is the  smaller
allocation rate. If you are a participant in the Plan, your allocation described
in this Section (8) in most cases will be equal to or greater than the top heavy
minimum  contribution  allocation.  The Plan also may vary the definition of the
top heavy minimum  contribution  to take into account another plan maintained by
the Employer.

<PAGE>


The law limits the amount of "additions"  (other than trust  earnings) which the
Plan may  allocate to your  account  under the Plan.  Your  additions  may never
exceed 25% of your  compensation  for a particular plan year, but may be less if
25% of your  compensation  exceeds a dollar  amount  announced  by the  Internal
Revenue  Service each year.  The Plan may need to reduce this  limitation if you
participate  (or  have  participated)  in  any  other  plans  maintained  by the
Employer.  The discussion of Plan  allocations in this Section (8) is subject to
this limitation.

(9)  Employee  Contributions.  The Plan does not permit nor  require you to make
employee   contributions  to  the  trust  fund.  "Employee   contributions"  are
contributions  made by an employee  for which the  employee  does not receive an
income tax  deduction.  The only source of  contributions  under the Plan is the
annual Employer  contribution,  including the "elective  deferrals" made at your
election  under the  401(k)  arrangement  described  in Section  (8).  "Elective
deferrals" are not "employee contributions" for purposes of the Plan.

(10)  Vesting  in  Employer  Contributions.  Your  interest  in the  nonelective
contributions  the  Employer  makes to the Plan  for your  benefit  will be 100%
vested at all times.  In other  words,  once the  Employer  makes a  nonelective
contribution to the Plan for your benefit,  that contribution belongs totally to
you. For the one exception to total ownership in your Plan benefit,  see Section
(15)  relating  to the  Advisory  Committee's  inability  to locate  you or your
beneficiary.

Special  vesting  schedule for  matching  contributions.  The vesting  provision
described above does not apply to the Employer matching contributions  allocated
on your behalf,  as described in Section (8).  Instead,  the  following  vesting
schedule applies to the matching contributions allocated on your behalf:


              Years of Service                   Nonforfeitable Percentage
              ----------------                   -------------------------

              Less than 1                                            0%
                  1                                                  0%
                  2                                                 20%
                  3                                                 40%
                  4                                                 60%
                  5                                                 80%
                  6 or more                                        100%


100% vesting for Deferral  Contributions  Account. The vesting schedule does not
apply to your Deferral  Contributions Account described in Section (8). Instead,
you are 100% vested at all times in your Deferral Contributions Account.

Year of service.  To determine your percentage under a vesting schedule,  a year
of service  means a 12-month  vesting  service  period in which you  complete at
least 1,000 hours of service.  The Plan measures the vesting  service  period as
the plan year.  If you  complete at least  1,000 hours of service  during a plan
year,  you will  receive  credit for a year of service  even  though you are not
employed by the Employer on the last day of that plan year.

You will receive credit for years of service with the Employer prior to the time
the Employer established the Plan and for years of service prior to the time you
became a participant in the Plan.

<PAGE>


The Plan  provides  two methods of vesting  forfeiture  which may apply before a
participant  becomes  100%  vested in his entire  interest  under the Plan.  The
primary method of vesting  forfeiture is the "forfeiture break in service" rule.
The secondary method of forfeiture is the "cash out" rule. Also see Section (15)
relating to loss or denial of benefits.

Forfeiture  Break in Service  Rule.  Termination  of  employment  alone will not
result in forfeiture  under the Plan unless you do not return to employment with
the Employer  before  incurring a  "forfeiture  break in service." A "forfeiture
break in service" is a period of 5 consecutive  vesting service periods in which
you do not work more than 500 hours in each vesting  service  period  comprising
the 5 year period.

Example.  Assume you are 60% vested in your account  balance.  After working 400
hours during a particular vesting service period,  you terminate  employment and
perform no further  service for the Employer  during the next 4 vesting  service
periods.  Under this  example,  you would have a  "forfeiture  break in service"
during the fourth vesting service period following the vesting service period in
which you  terminated  employment  because  you did not work more than 500 hours
during each vesting  service period of 5 consecutive  vesting  service  periods.
Consequently,  you would forfeit the 40% non-vested portion of your account.  If
you had  returned  to  employment  with the  Employer  at any time  during the 5
consecutive  vesting  service  periods and worked more than 500 hours during any
vesting  service  period  within  that  5-year  period,  you  would  not incur a
forfeiture under the "forfeiture break in service" rule.

Cash Out Rule. The cash out rule applies if you terminate employment and receive
a total  distribution  of the vested portion of your account  balance before you
incur a  forfeiture  break  in  service.  For  example,  assume  you  terminated
employment during a particular vesting service period after completing 800 hours
of service.  Assume further the total value of your account balance is $6,000 in
which you have a 60% vested  interest.  Before you incur a  forfeiture  break in
service,  you receive a distribution of the $3,600 vested portion ($6,000 X 60%)
of your  account  balance.  Upon  payment of the $3,600  vested  portion of your
account balance,  you would forfeit the $2,400 nonvested portion.  If you return
to employment before you incur a "forfeiture break in service," you may have the
Plan  restore  your  "cash  out"  forfeiture  by  repaying  the  amount  of  the
distribution you received attributable to Employer contributions. This repayment
right applies only if you do not incur a "forfeiture break in service." You must
make  this  repayment  no later  than  the  date 5 years  after  you  return  to
employment with the Employer.  Upon your reemployment with the Employer, you may
request the Advisory  Committee to provide you a full explanation of your rights
regarding this repayment  option.  If the vested portion of your account balance
does not exceed $3,500, the Plan will distribute that vested portion to you in a
lump sum, without your consent.  This  involuntary  cash-out  distribution  will
result in the forfeiture of your nonvested  account balance,  in the same manner
as an  employee  who  voluntarily  elects a cash-out  distribution.  Also,  upon
reemployment you would have the same repayment option as an employee who elected
a  cash-out  distribution,  if you  return  to  employment  before  incurring  a
"forfeiture break in service."

If you are 0% vested in your entire  interest  in the Plan,  the Plan will treat
you as having  received  a  cash-out  distribution  of $0.  This  "distribution"
results in a forfeiture of your entire Plan interest.  Normally, this forfeiture
occurs on the date you terminate  employment with the Employer.  However,


<PAGE>

if you are entitled to an allocation of Employer contributions for the plan year
in which you terminate  employment with the Employer,  this forfeiture occurs as
of the first day of the next plan year. If you return to  employment  before you
incur a forfeiture break in service,  the Plan will restore this forfeiture,  as
if you repaid a cash-out distribution.

(11) Payment of Benefits After  Termination  of Employment.  After you terminate
employment  with  the  Employer,  the  time at  which  the  Plan  will  commence
distribution to you and the form of that distribution


<PAGE>


depends on whether your vested account balance exceeds $3,500.  If you receive a
distribution  from the Plan before you attain age 59-1/2,  the law imposes a 10%
penalty on the  amount of the  distribution  you  receive to the extent you must
include  the  distribution  in your  gross  income,  unless you  qualify  for an
exception from this penalty. You should consult a tax advisor regarding this 10%
penalty.  This summary makes  references to your normal  retirement  age. Normal
retirement age under this Plan is 65.

If your vested account balance does not exceed $3,500,  the Plan will distribute
that portion to you, in a lump sum, on the first calendar quarter  following the
end of the quarter in which the participant separates from service or as soon as
administratively  practicable  following that date. If you already have attained
normal  retirement  age when you terminate  employment,  the Plan must make this
distribution  no later than the 60th day following the close of the plan year in
which your employment  terminates,  even if the normal  distribution  date would
occur later.  The Plan does not permit you to receive  distribution  in any form
other than a lump sum if your vested account balance does not exceed $3,500.

If  your  vested  account  balance  exceeds  $3,500,   the  Plan  will  commence
distribution  to you at the time you elect to  commence  distribution.  The Plan
permits you to elect distribution as of the first calendar quarter following the
end of the quarter in which the participant separates from service.

A "distribution date" under the Plan means as soon as administratively feasible.
You may not actually receive  distribution on the  distribution  date you elect.
The Plan provides the Trustee an  administratively  reasonable  time following a
particular distribution date to make actual distribution to a participant.

No later than 30 days prior to your earliest  possible  distribution  date,  the
Advisory  Committee  will  provide you a notice  explaining  your right to elect
distribution from the Plan and the forms necessary to make your election. If you
do not make a distribution  election, the Plan will commence distribution to you
on the 60th day  following  the close of the plan  year in which  the  latest of
three events  occurs:  (1) your  attainment of normal  retirement  age; (2) your
attainment of age 62; or (3) your  termination of employment  with the Employer.
To determine  whether  your vested  account  balance  exceeds  $3,500,  the Plan
normally  looks to the last  valuation  of your account  prior to the  scheduled
distribution date.

With  limited  exceptions,  you may not  commence  distribution  of your  vested
account  balance later than April 1 of the calendar year  following the calendar
year in which you attain age 70-1/2, even if you have not terminated  employment
with the  Employer.  This  required  distribution  date  overrides  any contrary
distribution date described in this summary. If the Employer terminates the Plan
before you receive complete distribution of your vested benefits, the Plan might
make  distribution  to you before you otherwise would elect  distribution.  Upon
Plan  termination,  if your vested  account  balance  exceeds  $3,500,  you will
receive an explanation of your distribution rights.

For  purposes of making a  distribution  of any  portion of your vested  account
balance,  the Plan refers to the latest valuation of your account  balance.  The
Plan  requires  valuation of the trust fund,  and  adjustment  of  participant's
accounts  every  business day that the New York Stock  Exchange and Norwest Bank
New Mexico, N.A. are open and conducting business.


<PAGE>


Forms of Benefit  Payment.  If your vested account balance  exceeds $3,500,  the
Plan permits you to elect distribution under any one of the following methods:

         (a)      Lump sum.

         (b)      Part lump sum and part installments, as described in (c).

         (c)      Installment  payments (annually,  quarterly or monthly) over a
                  specified  period of time, not exceeding your life  expectancy
                  or the  joint  life  expectancy  of you  and  your  designated
                  beneficiary.

Under an installment distribution, the Advisory Committee may direct to have the
Plan  segregate  the amount owed to you in a separate  account  apart from other
trust fund assets.  Your separate  account will continue to draw interest during
the period the Plan is making  retirement  payments to you. If the Plan does not
segregate the amount owed to you in a separate account,  your retirement account
will  remain a part of the  trust  fund  and  continue  to  share in trust  fund
earnings, gains or losses.

The benefit  payment  rules  described in Sections (11) through (14) reflect the
current  Plan  provisions.  If an  Employer  amends  its Plan to change  benefit
payment   options,   some  options  may  continue  for  those   participants  or
beneficiaries  who  have  account  balances  at the  time of the  change.  If an
eliminated  option  continues to apply to you, the  information you receive from
the Advisory  Committee at the time you are first eligible for distribution from
the Plan will include an explanation of that option.

(12) Payment of Benefits Prior to Termination of Employment.

Distributions   from  your   Employer   Contributions   Account   and   Matching
Contributions  Account.  After a Participant has  participated in the Plan for a
period of not less than 5 years and he is 100%  vested,  until he  retires,  the
Participant  has a  continuing  election  to receive  all or any  portion of the
Employer Contributions Account only. There shall be no distribution options that
apply to the Regular  Matching  Contributions  Account prior to Separation  from
Service.

The Advisory  Committee will provide you a withdrawal  election form. Other than
the  withdrawal  right  described in this  Section (12) and the post-age  70-1/2
distribution requirement described in Section (11), the Plan does not permit you
to receive  payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.

Distributions  from  your  Deferral   Contributions   Account.   Prior  to  your
termination  of employment  with the Employer,  you may elect to withdraw all or
any portion of your Deferral  Contributions  Account if you incur a hardship.  A
hardship  distribution  is  available  only  from  your  Deferral  Contributions
Account. A hardship distribution must be on account of any of the following: (a)
deductible  medical expenses  incurred by the participant,  by the participant's
spouse, or by any of the participant's  dependents;  (b) the purchase (excluding
mortgage payments) of a principal residence for the participant; (c) the payment
of  post-secondary  education  tuition,  for the next 12-month  period,  for the
participant or for the  participant's  spouse,  or for any of the  participant's
dependents;  (d) to prevent the eviction of the  participant  from his principal
residence  or the  foreclosure  on the mortgage of the  participant's  principal
residence.  To qualify for this hardship  distribution,  the participant may not

<PAGE>

make elective  deferrals or employee  contributions to the Plan for the 12-month
period following the date of his hardship  distribution,  the participant  first
must obtain all other available distributions and all nontaxable loans currently
available  under  the Plan  and all  other  qualified  plans  maintained  by the
Employer,  and a  special  limitation  may apply to the  participant's  elective
deferrals in the following taxable year.

The Advisory  Committee will provide you a withdrawal  election form. Other than
the  withdrawal  right  described in this  Section (12) and the post-age  70-1/2
distribution requirement described in Section (11), the Plan does not permit you
to receive  payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.

(13) Disability Benefits. If you terminate employment because of disability, the
Plan will pay your vested account balance to you in lump sum at the same time as
it  would  pay  your  vested  account  balance  for  any  other  termination  of
employment.  However,  if  your  vested  account  balance  exceeds  $3,500,  the
disability distribution rules are subject to any election requirements described
in Section  (11).  In  general,  disability  under the Plan  means  because of a
physical  or mental  disability  you are  unable to  perform  the duties of your
customary  position of employment for an indefinite period which, in the opinion
of the Advisory  Committee,  will be of long  continued  duration.  The Advisory
Committee also considers you disabled if you terminate  employment  because of a
permanent  loss  or loss  of use of a  member  or  function  of  your  body or a
permanent   disfigurement.   The  Advisory  Committee  may  require  a  physical
examination in order to confirm the disability.

(14) Payment of Benefits  upon Death.  If you die prior to receiving all of your
benefits  under the Plan,  the Plan will pay the balance of your account to your
beneficiary.  If the Employer  permits the Trustee to purchase life insurance on
your life with a portion of your account balance, your account balance also will
receive any life insurance proceeds payable by reason of your death.

The Advisory  Committee will provide you with an  appropriate  form for naming a
beneficiary.  If you are married, your spouse must consent to the designation of
any  nonspouse  beneficiary.  If your  vested  account  balance  payable to your
designated beneficiary does not exceed $3,500, the Plan will pay the benefit, in
a  lump  sum,  to  your  designated  beneficiary  as  soon  as  administratively
practicable  after your death.  If your vested account  balance  payable to your
designated  beneficiary  exceeds  $3,500,  the Plan will pay the benefit to your
designated beneficiary,  in the form and at the time elected by the beneficiary,
unless,   prior  to  your  death,  you  specify  the  timing  and  form  of  the
beneficiary's distribution. The benefit payment election generally must complete
distribution  of your account  balance  within five years of your death,  unless
distribution  commences  within  one  year of  your  death  to  your  designated
beneficiary  or unless  benefits  had  commenced  prior to your death  under the
mandatory post-age 70-1/2 distribution requirements described in Section (11).

(15) Disqualification of Participant Status - Loss or Denial of Benefits.  There
are no specific Plan provisions  which  disqualify you as a participant or which
cause you to lose plan  benefits,  except as provided in Sections  (7) and (10).
However,  if you  become  disabled  and do not  receive  compensation  from  the
Employer,  you will not receive an allocation of the Employer's  contribution to
the Plan during the period of  disability.  In addition,  if your Plan  benefits
become payable after  termination  of employment  and the Advisory  Committee is
unable to locate  you at your last  address  of  record,  you may  forfeit  your
benefits  under  the Plan.  Therefore,  it is very  important  that you keep the
Employer  apprised  of your  mailing  address  even  after  you have  terminated
employment. Finally, if the


<PAGE>

Employer  terminates  the Plan,  which it has the right to do, you would receive
benefits under the Plan based on your account balance accumulated to the date of
the  termination  of the Plan.  Termination  of the Plan could occur  before you
attain normal retirement age. If the Employer  terminates the Plan, your account
will become 100% vested,  if not already 100% vested,  unless you  forfeited the
nonvested portion prior to the termination date.

The  termination of the Plan does not permit you to receive a distribution  from
your Deferral  Contributions Account unless: (1) you otherwise have the right to
a distribution, as described in Sections (11) and (12); or (2) the Employer does
not maintain a successor defined contribution plan. If you are able to receive a
distribution  only  because the Employer  does not maintain a successor  defined
contribution  plan, you must agree to take that  distribution  as part of a lump
sum payment of your entire  account  balance  under the Plan.  The Trustee  will
transfer to the successor defined contribution plan any portion of your interest
the Plan is unable to distribute to you.

The fact that the Employer has  established  this Plan does not confer any right
to future  employment  with the Employer.  Furthermore,  you may not assign your
interest in the Plan to another  person or use your Plan  interest as collateral
for a loan from a commercial lender.

(16)  Claims  Procedure.  You need not file a  formal  claim  with the  Advisory
Committee in order to receive your benefits under the Plan. When an event occurs
which  entitles  you to a  distribution  of your  benefits  under the Plan,  the
Advisory  Committee  automatically  will notify you regarding your  distribution
rights. However, if you disagree with the Advisory Committee's  determination of
the amount of your benefits under the Plan or with respect to any other decision
the Advisory  Committee may make  regarding  your interest in the Plan, the Plan
contains  the appeal  procedure  you should  follow.  In brief,  if the Advisory
Committee  of the Plan  determines  it should  deny  benefits  to you,  the Plan
Administrator  will give you  written  notice of the  specific  reasons  for the
denial.  The  notice  will  refer you to the  pertinent  provisions  of the Plan
supporting the Advisory Committee's  decision. If you disagree with the Advisory
Committee,  you, or a duly  authorized  representative,  must appeal the adverse
determination  in writing  to the  Advisory  Committee  within 75 days after the
receipt  of the  notice of denial  of  benefits.  If you fail to appeal a denial
within the 75-day period, the Advisory  Committee's  determination will be final
and binding.

If  you  appeal  to  the  Advisory  Committee,  you,  or  your  duly  authorized
representative,  must submit the issues and comments  you feel are  pertinent to
permit  the  Advisory  Committee  to  re-examine  all  facts  and  make a  final
determination with respect to the denial. The Advisory Committee, in most cases,
will  make a  decision  within 60 days of a request  on  appeal  unless  special
circumstances  would make the  rendering of a decision  within the 60-day period
unfeasible.  In any event, the Advisory  Committee must render a decision within
120 days after its receipt of a request for review.  The same  procedures  apply
if, after your death,  your  beneficiary  makes a claim for  benefits  under the
Plan.

(17) Retired Participant, Separated Participant with Vested Benefit, Beneficiary
Receiving Benefits.  If you are a retired  participant or beneficiary  receiving
benefits,  the benefits you presently  are  receiving  will continue in the same
amount and for the same period  provided in the mode of  settlement  selected at
retirement.  If you are a separated  participant with a vested benefit,  you may
obtain a statement of the dollar  amount of your vested  benefit upon request to
the Plan  Administrator.  There is no Plan  provision  which  reduces,  changes,
terminates,  forfeits,  or suspends  the  benefits of a retired  participant,  a
beneficiary  receiving  benefits or a  separated  participant's  vested  benefit
amount, except as provided in Section (15).

<PAGE>


(18)  Participant's  Rights under ERISA.  As a participant in this Plan, you are
entitled to certain rights and protections under the Employee  Retirement Income
Security Act of 1974  (ERISA).  ERISA  provides that all Plan  participants  are
entitled to:

(a)      Examine,  without  charge,  at the Plan  Administrator's  office and at
         other  specified  locations  (such as worksites),  all Plan  documents,
         including  insurance contracts and copies of all documents filed by the
         Plan with the U.S. Department of Labor, such as detailed annual reports
         and plan descriptions.

(b)      Obtain  copies of all Plan  documents and other Plan  information  upon
         written request to the Plan  Administrator.  The Plan Administrator may
         make a reasonable charge for the copies.

(c)      Receive a summary of the Plan's annual financial report. ERISA requires
         the Plan  Administrator to furnish each participant with a copy of this
         summary annual report.

(d)      Obtain a  statement  telling  you that  you have a right to  receive  a
         retirement benefit at the normal retirement age under the Plan and what
         your  benefit  could be at normal  retirement  age if you stop  working
         under the Plan now. If you do not have a right to a retirement benefit,
         the  statement  will advise you of the number of  additional  years you
         must work to  receive  a  retirement  benefit.  You must  request  this
         statement in writing.  The law does not require the Plan  Administrator
         to give this statement more than once a year. The Plan must provide the
         statement free of charge.

In addition to creating rights for Plan participants,  ERISA imposes duties upon
the people who are responsible  for the operation of the employee  benefit plan.
The people who operate this Plan, called  "fiduciaries" of the Plan, have a duty
to do so prudently  and in the interest of you and other Plan  participants  and
beneficiaries.  No one, including your Employer,  your union or any other person
may fire you or  otherwise  discriminate  against  you in any way to prevent you
from obtaining a retirement benefit or from exercising your rights under ERISA.

If your claim for a retirement  benefit is denied in whole or in part,  you must
receive a written  explanation of the reason for the denial.  You have the right
to have the Plan review and reconsider your claim.

Under  ERISA,  there are steps you can take to  enforce  the above  rights.  For
instance,  if you  request  materials  from  the  Plan  and do not  receive  the
materials  within 30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan  Administrator  to provide the  materials and pay
you up to $100 a day until you receive the materials,  unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for benefits  which is denied or ignored,  in whole or in part, you
may file  suit in a state or  Federal  court.  If it  should  happen  that  Plan
fiduciaries  misuse the Plan's money,  or if you are  discriminated  against for
asserting  your rights,  you may seek  assistance  from the U.S.  Department  of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are  successful,  the court may order the
person  you have sued to pay these  costs and fees.  If you lose,  the court may
order you to pay these costs and fees,  for  example,  if it finds your claim is
frivolous.

<PAGE>


If you  have  any  questions  about  your  Plan,  you  should  contact  the Plan
Administrator.  If you have any  questions  about this  statement  or about your
rights  under  ERISA,  you should  contact the  nearest  Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.

(19) Federal Income Taxation of Benefits Paid.  Existing Federal income tax laws
do not  require  you to report as income  the  portion  of the  annual  Employer
contribution allocated to your account. However, when the Plan later distributes
your account  balance to you, such as upon your  retirement,  you must report as
income the Plan  distributions you receive.  The Federal tax laws may permit you
to report a Plan distribution under a special averaging provision.  Also, it may
be possible for you to defer Federal income taxation of a distribution by making
a "rollover" contribution to your own rollover individual retirement account.

Mandatory income tax withholding  rules apply to some  distributions  you do not
rollover directly to an individual retirement account or to another plan. At the
time you  receive  a  distribution,  you also will  receive a notice  discussing
withholding  requirement  and the options  available  to you. We  emphasize  you
should  consult  your own tax  adviser  with  respect  to the  proper  method of
reporting any distribution you receive from the Plan.

(20)  Participant  Loans.  This Plan  does not make  loans to  participants  and
beneficiaries.

(21) Participant Direction of Investment.  The Plan permits every participant to
direct the  investment of his account  balance under the plan. For this purpose,
the Advisory  Committee  upon your  request,  will provide you a form for making
your investment  direction.  The investment  direction  explains your investment
direction  options and  explains  the  frequency  with which you may change your
investment  direction.  The Trustee will invest your account  balance  under the
Plan in  accordance  with your written  direction.  To the extent you direct the
investment of your account  balance under the Plan,  ERISA  relieves the Trustee
from liability for any loss resulting from your direction of investment.



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


<PAGE>






                          ACKNOWLEDGEMENT OF RECEIPT OF

                         SUMMARY PLAN DESCRIPTION OF THE


Alamogordo  Federal  Savings & Loan  Association  401(k) Profit Sharing Plan and
Trust



     I hereby  acknowledge  receipt of a copy of the  Summary  Plan  Description
("SPD") on the above  plan.  I received a copy of the SPD on the date  indicated
below.


Dated:




                                                Participant's Name - Printed


                                                Signature of Participant












<PAGE>


                                                                     EXHIBIT 4.3



                  ALAMOGORDO FEDERAL SAVINGS & LOAN ASSOCIATION
                           401(k) PROFIT SHARING PLAN

PERSONAL INFORMATION:  (print or type)

--------------------------------------------------------------------------------
Last Name                              First Name                           M.I.

--------------------------------------------------------------------------------
Social Security #                     Date of Birth                 Date of Hire

SALARY REDUCTION AGREEMENT:  (choose one)

|_|      I hereby elect to participate in the 401(k) salary  reduction option of
         the Plan and authorize the Employer to withhold:

                                   % of my compensation
                  ----------------

                        OR

               $                   per pay period
                  ----------------

|_|      I do not wish to participate in the 401(k) option.

I understand  that I may change the amount of my deferral as of the first day of
any month during the Plan Year.

I also  understand  that I may revoke  this  election as of the first day of any
month.  Once  revoked,  you may file a new salary  reduction  agreement  with an
effective date no earlier than any subsequent January 1 and July 1.

The Employer  will  contribute  to the Plan an amount of matching  contributions
determined  by the Employer at it's  discretion.  The Employer may choose not to
make matching contributions for a particular plan year.


INVESTMENT ELECTIONS:
I  hereby  elect  to have my  account  under  the Plan  invested  among  the six
investment funds as follows: (The minimum percentage for any fund is 10% and the
total must equal 100%)
                                                                   INVESTMENT
   FUND NAME                               FUND TYPE                PERCENTAGE
   ---------                               ---------                ----------
1.  Wells Fargo Cash Investment Fund        Money Market Fund                  %
2.  Wells Fargo Diversified Bond Fund       Fixed Income Fund                  %
3.  Wells Fargo Growth Balanced Fund        Balanced Fund                      %
4.  Wells Fargo Diversified Equity Fund     Stock Fund                         %
5.  Wells Fargo Growth Equity Fund          Stock Fund                         %
6.  Employer Stock Fund                     Stock Fund                         %
                                                    TOTAL (must equal)      100%

This investment election will affect the following category(ies) of monies:

|_|  1. Current and future funds.  This will change my current  account  balance
     and new contributions.

|_|  2. Current funds only. This will change my current account balance and will
     not affect new contributions.

|_|  3. Future funds only.  This will change my new  contributions  and will not
     affect my current balance.

|_|  4. Maintain my position in the Employer Stock Fund and change my investment
     elections and/or account balances as directed above.

I  understand  that if this form is not  returned,  my account  balance  will be
invested in the Wells Fargo Cash Investment  Fund, the most  conservative of the
above listed mutual funds.  I also  understand  that I may change the percentage
invested in any of the funds as of January 1st,  April 1st, July 1st and October
1st of each year.

AUTHORIZATION:

------------------------------------          ----------------------------------
Employee's Signature                           Date                  Plan
Administrator's Signature
Date

<PAGE>

                                                                       Exhibit 5






September 5, 2000                                                 (202) 274-2000

Board of Directors
Alamogordo Financial Corporation
500 10th Street
Alamogordo, New Mexico 88310

                  Re:      Alamogordo Federal Savings & Loan Association 401(k)
                           Profit Sharing Plan and Trust
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection with the  registration of  participation  interests in the Alamogordo
Federal  Savings & Loan  Association  401(k) Profit  Sharing Plan and Trust (the
"Plan"). We have reviewed the Alamogordo Financial Corporation's (the "Company")
Charter,  the Plan, the Registration  Statement on Form S-8 (the "Form S-8"), as
well as applicable statutes and regulations governing the Company.

         Based on the foregoing, we are of the following opinion:

         Upon the effectiveness of the Form S-8, the participation  interests in
the Plan will legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                Very truly yours,

                                /s/ LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.

                                LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
                                A Professional Corporation




<PAGE>


                                                                    Exhibit 23.2



               [Accounting & Consulting Group, L.L.P. Letterhead]

                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CONSENT

     We hereby  consent  to the use in the  Registration  Statement  on Form S-8
(filed with the Securities  and Exchange  Commission) of our report dated August
18, 1999 on the financial  statements of Alamagordo  Financial  Corporation  and
subsidiary for the year ended June 30, 1999 which are incorporated by reference.

     We  also  consent  to the  reference  to us  under  the  heading  "Experts"
appearing in the Registration Statement.

/s/ Accounting Consulting Group, L.L.P.

Alammogordo, New Mexico
August 31, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 498585}]
{"company-data": {"conformed-name": "ALAMOGORDO FINANCIAL CORP", "cik": "0001100542", "assigned-sic": "6199", "irs-number": "742819148", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45174", "film-number": "716753"}, "business-address": {"street1": "500 10TH STREET", "city": "ALAMOGORDO", "state": "NM", "zip": "88310"}, "mail-address": {"street1": "500 10TH STREET", "city": "ALAMOGORDO", "state": "NM", "zip": "88310"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on September 5, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        Alamogordo Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)
          Federal                                         74-2819148
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)
                                 500 10th Street
                          Alamogordo, New Mexico 88310
                    (Address of Principal Executive Offices)

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

                  Alamogordo Federal Savings & Loan Association
                      401(k) Profit Sharing Plan and Trust
                            (Full Title of the Plan)

                                  Copies to:
         R. Miles Ledgerwood                     Beverly J. White, Esquire
President and Chief Executive Officer           Kenneth R. Lehman, Esquire
  Alamogordo Financial Corporation    Luse Lehman Gorman Pomerenk & Schick, P.C.
           500 10th Street                 5335 Wisconsin Ave., N.W., Suite 400
    Alamogordo, New Mexico 88310                  Washington, D.C.  20015
           (505) 437-9334                             (202) 274-2000
    (Name, Address and Telephone
    Number of Agent for Service)

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

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE

         Title of                                        Proposed                Proposed
        Securities                Amount                 Maximum                  Maximum                Amount of
          to be                    to be              Offering Price             Aggregate             Registration
        Registered            Registered (1)            Per Share             Offering Price                Fee
------------------------------------------------------------------------------------------------------------------------
401(k) Participation                (1)                     __                      __                      (2)
Interests

========================================================================================================================
--------------
(1)  Represents an indeterminate  number of interests in the Alamogordo  Federal
     Savings & Loan  Association  401(k)  Profit  Sharing  Plan and  Trust  (the
     "Plan").
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

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

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with  Section  8(a)  of the  Securities  Act of 1933  and 17  C.F.R.
Section 230.462.

                                        2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests  in the  Alamogordo  Federal  Savings & Loan
Association  401(k)  Profit  Sharing  Plan and  Trust  (the  "Plan").  Documents
containing the information required by Part I of the Registration Statement have
been or will be sent or given to  participants  in the  Plan,  as  specified  by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by Alamogordo  Financial  Corporation  (the "Company")
pursuant to Sections 13(a) and (c), 14 or 15(d) of the  Securities  Exchange Act
of 1934, as amended (the "Exchange  Act") after the date hereof and 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 by reference into this registration statement
and be part  hereof  from the date of filing of such  documents.  Any  statement
contained  in this  Registration  Statement,  or in a document  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 herein, or
in any other subsequently filed document which also is incorporated by reference
herein, modifies or supersedes 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.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     a) The  audited  financial  statements  for the fiscal  year ended June 30,
1999, contained in the Registration  Statement on Form SB-2 (Commission File No.
333-92913)  originally  filed with the  Commission on December 16, 1999, and all
amendments or reports filed for the purpose of updating such description.

     b) The Company's  Quarterly  Reports on Form 10-QSB for the quarters  ended
December 31, 1999 and March 31, 2000  (Commission  File No.  0-29655) filed with
the Commission on April 17, 2000 and May 12, 2000, respectively.

     c) The  description of the common stock,  par value $.10 per share,  of the
Company  contained in the  Registration  Statement on Form SB-2 (Commission File
No.  333-92913)  originally  filed with the Commission on December 16, 1999, and
all amendments or reports filed for the purpose of updating such description.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Generally,  federal regulations define areas for indemnity coverage for
federal mid-tier holding companies, as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the company shall be  indemnified
for:

                                        3
(i) Any amount for which that  person  becomes  liable  under a judgment in
such action; and

     (ii) Reasonable costs and expenses,  including reasonable  attorneys' fees,
actually  paid or incurred by that person in defending or settling  such action,
or in  enforcing  his or her rights  under this  section if he or she  attains a
favorable judgement in such enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

                   a.      Settlement,
                   b.      Final judgement against him or her, or
                   c.      Final  judgement  in his or her favor, other than on
                           the merits,

if a majority of the disinterested directors of the company determine that he or
she was  acting  in good  faith  within  the scope of his or her  employment  or
authority  as  he  or  she  could   reasonably   have  perceived  it  under  the
circumstances  and for a purpose he or she could  reasonably have believed under
the  circumstances  was  in  the  best  interest  of the  company.  However,  no
indemnification  shall be made unless the  company  gives the Office at least 60
days notice of its  intention  to make such  indemnification.  Such notice shall
state the facts on which the action arose, the terms of any settlement,  and any
disposition  of the  action  by a court.  Such  notice,  a copy  thereof,  and a
certified copy of the resolution  containing the required  determination  by the
board of directors  shall be sent to the Regional  Director,  who shall promptly
acknowledge  receipt thereof.  The notice period shall run from the date of such
receipt.  No  such  indemnification  shall  be  made  if  the  OTS  advises  the
association in writing, within such notice period, of its objection thereto.

   (c) As used in this paragraph:

     (i) "Action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal or other
proceeding for review;

     (ii) "Court" includes,  without limitation,  any court to which or in which
any appeal or any proceeding for review is brought;

     (iii)  "Final  Judgment"  means a judgment,  decree,  or order which is not
appealable  or as to which the  period for  appeal  has  expired  with no appeal
taken;

     (iv) "Settlement" includes the entry of a judgment by consent or confession
or a plea of guilty or of nolo contendere.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

                                        4
Item 8.  List of Exhibits.

     The following  exhibits are filed with or  incorporated  by reference  into
this Registration Statement on Form S-8:

     4.1  Alamogordo  Federal Savings & Loan  Association  401(k) Profit Sharing
          Plan and Trust and Adoption Agreement.

     4.2  Summary Plan  Description  for the Alamogordo  Federal  Savings & Loan
          Association 401(k) Profit Sharing Plan and Trust.

     4.3  Investment Direction Form.

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  P.C.  as to the
          legality of the participation interests registered hereby.

     23.1 Consent of Luse Lehman Gorman  Pomerenk & Schick,  P.C.  (contained in
          the opinion included as Exhibit 5).

     23.2 Consent of The Accounting & Consulting Group, L.L.P.

     24.  Power  of  Attorney   (contained  in  the   signature   page  to  this
          Registration Statement).

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
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 bona
fide 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
Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  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  bona fide  offering
thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  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 Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
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 Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling

                                        5
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.

                                        6
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant 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 Alamogordo,  State of New Mexico,  on this 1st
day of September, 2000.

                                           ALAMOGORDO FINANCIAL
                                           CORPORATION

                                    By:    /s/ R. Miles Ledgerwood
                                           -------------------------------------
                                           R. Miles Ledgerwood, President and
                                           Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We,  the  undersigned   directors  and  officers  of  Alamogordo  Financial
Corporation  (the "Company")  hereby  severally  constitute and appoint R. Miles
Ledgerwood,  as our true and lawful attorney and agent, to do any and all things
in our names in the capacities  indicated  below which said R. Miles  Ledgerwood
may deem  necessary  or  advisable  to enable  the  Company  to comply  with the
Securities  Act of 1933,  and any rules,  regulations  and  requirements  of the
Securities  and Exchange  Commission,  in connection  with the  registration  of
participation  interests in the Alamogordo  Federal  Savings & Loan  Association
401(k) Profit Sharing Plan and Trust,  including  specifically,  but not limited
to, power and authority to sign for us in our names in the capacities  indicated
below  the  registration   statement  and  any  and  all  amendments  (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that  said R.  Miles  Ledgerwood  shall  do or  cause  to be done by  virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                    Title                             Date
----------                    -----                             ----

/s/ R. Miles Ledgerwood
-----------------------      President, Chief            September 1, 2000
R. Miles Ledgerwood          Executive Officer
                             and Director
                             (Principal Executive
                             Officer)
/s/ Norma J. Clute
-----------------------      Chief Financial Officer      September 1, 2000
Norma J. Clute               and Treasurer
                            (Principal Financial
                             and Accounting Officer)

/s/ Robert W. Hamilton
-----------------------      Chairman of the Board        September 1, 2000
Robert W. Hamilton

/s/ Jimmie Randall
-----------------------      Director                     September 1, 2000
Jimmie Randall
/s/ S. Thomas Overstreet
-----------------------       Director                    September 1, 2000
S. Thomas Overstreet

/s/ Earl E. Wallin
-----------------------       Director                    September 1, 2000
Earl E. Wallin
THE PLAN.  Pursuant to  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Alamogordo, State of New
Mexico, on September 1, 2000.

                                       ALAMOGORDO FEDERAL SAVINGS & LOAN
                                       ASSOCIATION 401(k) PROFIT SHARING PLAN
                                       AND TRUST

                                       /s/ R. Miles Ledgerwood
                              By:      -----------------------------------------
                                       R. Miles Ledgerwood
                                       Plan Administrator
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

     4.1  Alamogordo  Federal Savings & Loan  Association  401(k) Profit Sharing
          Plan and Trust and Adoption Agreement.

     4.2  Summary Plan  Description  for the Alamogordo  Federal  Savings & Loan
          Association 401(k) Profit Sharing Plan and Trust.

     4.3  Investment Direction Form.

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  P.C.  as to the
          legality of the participation interests registered hereby.

     23.1 Consent of Luse Lehman Gorman  Pomerenk & Schick,  P.C.  (contained in
          the opinion included as Exhibit 5).

     23.2 Consent of The Accounting & Consulting Group, L.L.P.

     24   Power  of  Attorney   (contained  in  the   signature   page  to  this
          Registration Statement).

                                        7
Exhibit 4.1

                          Norwest Bank New Mexico, N.A.
                     Investment Management & Trust Division

                        DEFINED CONTRIBUTION MASTER PLAN
                                       AND
                                 TRUST AGREEMENT
TABLE OF CONTENTS

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

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

ARTICLE II, EMPLOYEE PARTICIPANTS
        2.01      Eligibility..............................................2.01
        2.02      Year of Service - Participation..........................2.01
        2.03      Break in Service - Participation.........................2.01
        2.04      Participation upon Re-employment.........................2.02
        2.05      Change in Employee Status................................2.02
        2.06      Election Not to Participate..............................2.02
ARTICLE III, EMPLOYER CONTRIBUTIONS AND FORFEITURES
        3.01      Amount...................................................3.01
        3.02      Determination of Contribution............................3.01
        3.03      Time of Payment of Contribution..........................3.01
        3.04      Contribution Allocation..................................3.01
        3.05      Forfeiture Allocation....................................3.03
        3.06      Accrual of Benefit.......................................3.03
        3.07 - 3.16  Limitations on Allocations............................3.05
        3.17      Special Allocation Limitation............................3.07
        3.18      Defined Benefit Plan Limitation..........................3.07
        3.19      Definitions - Article III................................3.07

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

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

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

ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
        7.01      Information to Committee..................................7.01
        7.02      No Liability..............................................7.01
        7.03      Indemnity of Plan Administrator and Committee.............7.01
        7.04      Employer Direction of Investment..........................7.01
        7.05      Amendment to Vesting Schedule.............................7.01
ARTICLE VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS
        8.01      Beneficiary Designation...................................8.01
        8.02      No Beneficiary Designation/Death of Beneficiary...........8.01
        8.03      Personal Data to Committee................................8.02
        8.04      Address for Notification..................................8.02
        8.05      Assignment or Alienation..................................8.02
        8.06      Notice of Change in Terms.................................8.02
        8.07      Litigation Against the Trust..............................8.02
        8.08      Information Available.....................................8.02
        8.09      Appeal Procedure for Denial of Benefits...................8.02
        8.10      Participant Direction of Investment.......................8.03

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

ARTICLE X, CUSTODIAN/TRUSTEE, POWERS AND DUTIES
        10.01     Acceptance...............................................10.01
        10.02     Receipt of Contributions.................................10.01
        10.03     Investment Powers........................................10.01
        10.04     Records and Statements...................................10.05
        10.05     Fees and Expenses from Fund..............................10.06
        10.06     Parties to Litigation....................................10.06
        10.07     Professional Agents......................................10.06
        10.08     Distribution of Cash or Property.........................10.06
        10.09     Distribution Directions..................................10.06
        10.10     Third Party/Multiple Trustees............................10.06
        10.11     Resignation..............................................10.06
        10.12     Removal..................................................10.07
        10.13     Interim Duties and Successor Trustee.....................10.07
        10.14     Valuation of Trust.......................................10.07
        10.15     Limitation on Liability - If Investment Manager,
                  Ancillary Trustee or Independent Fiduciary...............10.07
        10.16     Investment in Group Trust Fund...........................10.07
        10.17     Appointment of Ancillary Trustee or
                  Independent Fiduciary....................................10.08
ARTICLE XI, PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
        11.01     Insurance Benefit........................................11.01
        11.02     Limitation on Life Insurance Protection..................11.01
        11.03     Definitions..............................................11.02
        11.04     Dividend Plan............................................11.02
        11.05     Insurance Company Not a Party to Agreement...............11.02
        11.06     Insurance Company Not Responsible for Trustee's Actions..11.03
        11.07     Insurance Company Reliance on Trustee's Signature........11.03
        11.08     Acquittance..............................................11.03
        11.09     Duties of Insurance Company..............................11.03

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

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

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

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

                       ALPHABETICAL LISTING OF DEFINITIONS

         Plan Definition                            Section Reference
                                                       (Page Number)

100% Limitation..................................................3.19(l) (3.09)
Account.............................................................1.14 (1.05)
Accounting Date.....................................................1.20 (1.05)
Accrued Benefit.....................................................1.15 (1.05)
Actual Deferral Percentage ("ADP") Test...........................14.08 (14.06)
Adoption Agreement..................................................1.04 (1.01)
Advisory Committee..................................................1.06 (1.02)
Annual Addition..................................................3.19(a) (3.07)
Average Contribution Percentage Test..............................14.09 (14.07)
Beneficiary.........................................................1.11 (1.03)
Break in Service for Eligibility Purposes...........................2.03 (2.01)
Break in Service for Vesting Purposes...............................5.07 (5.03)
Cash-out Distribution...............................................5.04 (5.01)
Code................................................................1.25 (1.06)
Codess.411(d)(6) Protected Benefits................................13.02 (13.01)
Compensation........................................................1.12 (1.03)
Compensation for Codess.401(k) Purposes.........................14.03(f) (14.02)
Compensation for Codess.415 Purposes..............................3.19(b) (3.07)
Compensation for Top Heavy Purposes...........................1.33(B)(3) (1.10)
Contract(s)....................................................11.03(c) (11.02)
Custodian Designation..........................................10.03[B] (10.02)
Deemed Cash-out Rule.............................................5.04(C) (5.02)
Deferral Contributions.........................................14.03(g) (14.02)
Deferral Contributions Account....................................14.06 (14.04)
Defined Benefit Plan.............................................3.19(i) (3.08)
Defined Benefit Plan Fraction....................................3.19(j) (3.08)
Defined Contribution Plan........................................3.19(h) (3.08)
Defined Contribution Plan Fraction...............................3.19(k) (3.09)
Determination Date............................................1.33(B)(7) (1.10)
Disability..........................................................1.28 (1.07)
Distribution Date...................................................6.01 (6.01)
Distribution Restrictions......................................14.03(m) (14.03)
Earned Income.......................................................1.13 (1.05)
Effective Date......................................................1.18 (1.05)
Elective Deferrals.............................................14.03(h) (14.02)
Elective Transfer..............................................13.06(A) (13.02)
Eligible Employee..............................................14.03(c) (14.02)
Employee............................................................1.07 (1.02)
Employee Contributions.........................................14.03(n) (14.03)
Employer............................................................1.01 (1.01)
Employer Contribution Account.....................................14.06 (14.04)
Employer for Codess.415 Purposes..................................3.19(c) (3.08)
Employer for Top Heavy Purposes...............................1.33(B)(6) (1.10)
Employment Commencement Date........................................2.02 (2.01)
ERISA...............................................................1.24 (1.06)
Excess Aggregate Contributions....................................14.09 (14.07)
Excess Amount....................................................3.19(d) (3.08)
Excess Contributions..............................................14.08 (14.06)
Exempt Participant..................................................8.01 (8.01)
Forfeiture Break in Service.........................................5.08 (5.03)
Group Trust Fund..................................................10.16 (10.07)
Hardship......................................................6.01(A)(4) (6.02)
Hardship for Codess.401(k) Purposes................................14.11 (14.10)
Highly Compensated Employee.........................................1.09 (1.02)
Highly Compensated Group.......................................14.03(d) (14.02)
Hour of Service.....................................................1.27 (1.06)
Incidental Insurance Benefits.....................................11.01 (11.01)
Insurable Participant..........................................11.03(d) (11.02)
Investment Manager...............................................9.04(i) (9.01)
Issuing Insurance Company......................................11.03(b) (11.02)
Joint and Survivor Annuity.......................................6.04(A) (6.06)
Key Employee..................................................1.33(B)(1) (1.10)
Leased Employees....................................................1.31 (1.08)
Limitation Year..............................1.17 and 3.19(e) (1.05) and (3.08)
Loan Policy......................................................9.04(A) (9.02)
Mandatory Contributions...........................................14.04 (14.03)
Mandatory Contributions Account...................................14.04 (14.03)
Master or Prototype Plan.........................................3.19(f) (3.08)
Matching Contributions.........................................14.03(i) (14.03)
Maximum Permissible Amount.......................................3.19(g) (3.08)
Minimum Distribution Incidental Benefit (MDIB)...................6.02(A) (6.03)
Multiple Use Limitation...........................................14.10 (14.09)
Named Fiduciary................................................10.03[D] (10.04)
Nonelective Contributions......................................14.03(j) (14.03)
Nonforfeitable......................................................1.16 (1.05)
Nonhighly Compensated Employee.................................14.03(b) (14.02)
Nonhighly Compensated Group....................................14.03(e) (14.02)
Non-Key Employee..............................................1.33(B)(2) (1.10)
Nontransferable Annuity.............................................1.23 (1.05)
Normal Retirement Age...............................................5.01 (5.01)
Owner-Employee......................................................1.08 (1.02)
Paired Plans........................................................1.34 (1.10)
Participant.........................................................1.10 (1.03)
Participant Deductible Contributions................................4.02 (4.01)
Participant Forfeiture..............................................3.05 (3.03)
Participant Loans..............................................10.03[E] (10.05)
Participant Nondeductible Contributions.............................4.01 (4.01)
Permissive Aggregation Group..................................1.33(B)(5) (1.10)
Plan................................................................1.03 (1.01)
Plan Administrator..................................................1.05 (1.02)
Plan Entry Date.....................................................1.19 (1.05)
Plan Year...........................................................1.17 (1.05)
Policy.........................................................11.03(a) (11.02)
Predecessor Employer................................................1.29 (1.07)
Preretirement Survivor Annuity...................................6.04(B) (6.06)
Qualified Domestic Relations Order..................................6.07 (6.09)
Qualified Matching Contributions...............................14.03(k) (14.03)
Qualified Nonelective Contributions............................14.03(l) (14.03)
Qualifying Employer Real Property..............................10.03[F] (10.05)
Qualifying Employer Securities.................................10.03[F] (10.05)
Related Employers...................................................1.30 (1.07)
Required Aggregation Group....................................1.33(B)(4) (1.10)
Required Beginning Date..........................................6.01(B) (6.02)
Rollover Contributions..............................................4.03 (4.01)
Self-Employed Individual............................................1.08 (1.02)
Service.............................................................1.26 (1.06)
Term Life Insurance Contract......................................11.03 (11.02)
Top Heavy Minimum Allocation.....................................3.04(B) (3.01)
Top Heavy Ratio.....................................................1.33 (1.09)
Trust...............................................................1.21 (1.05)
Trustee.............................................................1.02 (1.01)
Trustee Designation............................................10.03[A] (10.01)
Trust Fund..........................................................1.22 (1.05)
Weighted Average Allocation Method................................14.12 (14.11)
Year of Service for Eligibility Purposes............................2.02 (2.01)
Year of Service for Vesting Purposes................................5.06 (5.03)
Norwest Bank New Mexico, N.A.

              DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                            BASIC PLAN DOCUMENT # 01

    Norwest  Bank New Mexico,  N.A.,  in its  capacity  as Master Plan  Sponsor,
establishes this Master Plan intended to conform to and qualify under ss.401 and
ss.501 of the Internal Revenue Code of 1986, as amended. An Employer establishes
a Plan and Trust under this Master Plan by executing an Adoption  Agreement.  If
the Employer  adopts this Plan as a restated  Plan in  substitution  for, and in
amendment of, an existing plan, the provisions of this Plan, as a restated Plan,
apply solely to an Employee whose employment with the Employer  terminates on or
after the restated  Effective  Date of the  Employer's  Plan.  If an  Employee's
employment with the Employer  terminates  prior to the restated  Effective Date,
that Employee is entitled to benefits  under the Plan as the Plan existed on the
date of the Employee's termination of employment.

                                    ARTICLE I
                                   DEFINITIONS

    1.01  "Employer"  means each  employer  who adopts this Plan by executing an
Adoption Agreement.

    1.02  "Trustee"  means the person or  persons  who as  Trustee  execute  the
Employer's Adoption Agreement, or any successor in office who in writing accepts
the position of Trustee.  The Employer must designate in its Adoption  Agreement
whether the Trustee will administer the Trust as a discretionary Trustee or as a
nondiscretionary  Trustee.  If a person  acts as a  discretionary  Trustee,  the
Employer also may appoint a Custodian. See Article X. If the Master Plan Sponsor
is a bank,  savings and loan, credit union or similar financial  institution,  a
person  other than the Master Plan Sponsor (or its  affiliate)  may not serve as
Trustee or as Custodian of the  Employer's  Plan without the written  consent of
the Master Plan Sponsor.

    1.03 "Plan"  means the  retirement  plan  established  or  continued  by the
Employer in the form of this Agreement,  including the Adoption  Agreement under
which the Employer has elected to  participate in this Master Plan. The Employer
must designate the name of the Plan in its Adoption  Agreement.  An Employer may
execute more than one Adoption Agreement offered under this Master Plan, each of
which will constitute a separate Plan and Trust established or continued by that
Employer. The Plan and the Trust created by each adopting Employer is a separate
Plan and a separate Trust,  independent from the plan and the trust of any other
employer  adopting this Master Plan. All section  references within the Plan are
Plan section references unless the context clearly indicates otherwise.

    1.04  "Adoption  Agreement"  means the  document  executed by each  Employer
adopting  this  Master  Plan.  The terms of this  Master Plan as modified by the
terms of an adopting  Employer's  Adoption Agreement  constitute a separate Plan
and Trust to be construed as a single Agreement.  Each elective provision of the
Adoption  Agreement  corresponds by section reference to the section of the Plan
which grants the  election.  Each Adoption  Agreement  offered under this Master
Plan is either a Nonstandardized  Plan or a Standardized  Plan, as identified in
the preamble to that  Adoption  Agreement.  The  provisions  of this Master Plan
apply  equally  to  Nonstandardized  Plans  and  to  Standardized  Plans  unless
otherwise specified.
1.05 "Plan  Administrator"  is the Employer  unless the Employer  designates
another  person to hold the position of Plan  Administrator.  In addition to his
other duties, the Plan Administrator has full responsibility for compliance with
the reporting and disclosure rules under ERISA as respects this Agreement.

    1.06 "Advisory  Committee" means the Employer's  Advisory  Committee as from
time to time constituted.

    1.07 "Employee" means any employee (including a Self-Employed Individual) of
the Employer.  The Employer must specify in its Adoption Agreement any Employee,
or class of Employees,  not eligible to participate in the Plan. If the Employer
elects to exclude collective bargaining employees,  the exclusion applies to any
employee of the Employer included in a unit of employees covered by an agreement
which the  Secretary  of Labor  finds to be a  collective  bargaining  agreement
between employee representatives and one or more employers unless the collective
bargaining  agreement  requires the employee to be included within the Plan. The
term "employee representatives" does not include any organization more than half
the members of which are owners, officers, or executives of the Employer.

    1.08 "Self-Employed  Individual/Owner-Employee."  "Self-Employed Individual"
means an  individual  who has Earned Income (or who would have had Earned Income
but for the fact that the trade or business did not have net  earnings)  for the
taxable  year from the  trade or  business  for  which the Plan is  established.
"Owner-Employee" means a Self-Employed  Individual who is the sole proprietor in
the  case  of  a  sole  proprietorship.   If  the  Employer  is  a  partnership,
"Owner-Employee" means a Self-Employed Individual who is a partner and owns more
than 10% of either the capital or profits interest of the partnership.

    1.09 "Highly  Compensated  Employee"  means an Employee who, during the Plan
Year or during the preceding 12-month period:

    (a) is a more  than 5%  owner of the  Employer  (applying  the  constructive
    ownership rules of Code ss.318,  and applying the principles of Code ss.318,
    for an unincorporated entity);

     (b) has  Compensation in excess of $75,000 (as adjusted by the Commissioner
     of Internal Revenue for the relevant year);

    (c) has  Compensation in excess of $50,000 (as adjusted by the  Commissioner
    of Internal  Revenue for the relevant  year) and is part of the top-paid 20%
    group of employees (based on Compensation for the relevant year); or

    (d) has  Compensation  in excess of 50% of the dollar  amount  prescribed in
    Code  ss.415(b)(1)(A)  (relating to defined benefit plans) and is an officer
    of the Employer.

    If the Employee  satisfies  the  definition in clause (b), (c) or (d) in the
Plan Year but does not  satisfy  clause  (b),  (c) or (d) during  the  preceding
12-month  period and does not satisfy clause (a) in either period,  the Employee
is a  Highly  Compensated  Employee  only  if he is one of the 100  most  highly
compensated  Employees  for the Plan  Year.  The number of  officers  taken into
account  under  clause (d) will not exceed the  greater of 3 or 10% of the total
number (after application of the Code ss.414(q) exclusions) of Employees, but no
more than 50 officers. If no Employee satisfies the Compensation  requirement in
clause (d) for the relevant year, the Advisory  Committee will treat the highest
paid officer as satisfying clause (d) for that year.
For purposes of this Section  1.09,  "Compensation"  means  Compensation  as
defined in Section 1.12, except any exclusions from Compensation  elected in the
Employer's  Adoption  Agreement Section 1.12 do not apply, and Compensation must
include  "elective  contributions"  (as defined in Section  1.12).  The Advisory
Committee must make the determination of who is a Highly  Compensated  Employee,
including  the  determinations  of the number and  identity  of the top paid 20%
group, the top 100 paid Employees,  the number of officers  includible in clause
(d)  and  the  relevant   Compensation,   consistent  with  Code  ss.414(q)  and
regulations  issued  under that Code  section.  The Employer may make a calendar
year election to determine the Highly  Compensated  Employees for the Plan Year,
as  prescribed by Treasury  regulations.  A calendar year election must apply to
all plans and  arrangements  of the  Employer.  For  purposes  of  applying  any
nondiscrimination  test  required  under the Plan or under the Code, in a manner
consistent with applicable  Treasury  regulations,  the Advisory  Committee will
treat a Highly  Compensated  Employee and all family members (a spouse, a lineal
ascendant or descendant,  or a spouse of a lineal  ascendant or descendant) as a
single Highly Compensated Employee,  but only if the Highly Compensated Employee
is a more than 5% owner or is one of the 10 Highly  Compensated  Employees  with
the greatest  Compensation for the Plan Year. This aggregation rule applies to a
family  member  even if that  family  member  is a Highly  Compensated  Employee
without family aggregation.

    The term "Highly Compensated Employee" also includes any former Employee who
separated from Service (or has a deemed  Separation from Service,  as determined
under Treasury  regulations) prior to the Plan Year, performs no Service for the
Employer during the Plan Year, and was a Highly Compensated  Employee either for
the separation  year or any Plan Year ending on or after his 55th  birthday.  If
the former Employee's Separation from Service occurred prior to January 1, 1987,
he is a Highly  Compensated  Employee  only if he  satisfied  clause (a) of this
Section 1.09 or received  Compensation in excess of $50,000 during: (1) the year
of his Separation from Service (or the prior year); or (2) any year ending after
his 54th birthday.

    1.10  "Participant"  is an  Employee  who is  eligible  to be and  becomes a
Participant in accordance with the provisions of Section 2.01.

    1.11  "Beneficiary"  is a person  designated by a Participant  who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes  entitled
to a benefit  under  the Plan  remains a  Beneficiary  under the Plan  until the
Trustee has fully distributed his benefit to him. A Beneficiary's  right to (and
the Plan  Administrator's,  the  Advisory  Committee's  or a  Trustee's  duty to
provide to the  Beneficiary)  information  or data  concerning the Plan does not
arise until he first becomes entitled to receive a benefit under the Plan.
1.12  "Compensation"  means,  except as provided in the Employer's  Adoption
Agreement,   the  Participant's  Earned  Income,  wages,   salaries,   fees  for
professional  service and other amounts received for personal  services actually
rendered in the course of  employment  with the  Employer  maintaining  the plan
(including,  but not limited to,  commissions  paid salesmen,  compensation  for
services on the basis of a  percentage  of  profits,  commissions  on  insurance
premiums,  tips and bonuses).  The Employer must elect in its Adoption Agreement
whether to include  elective  contributions  in the definition of  Compensation.
"Elective contributions" are amounts excludible from the Employee's gross income
under Code  ss.ss.125,  402(a)(8),  402(h) or  403(b),  and  contributed  by the
Employer,  at the  Employee's  election,  to a  Code  ss.401(k)  arrangement,  a
Simplified Employee Pension,  cafeteria plan or tax-sheltered  annuity. The term
"Compensation" does not include:

    (a)  Employer   contributions  (other  than  "elective   contributions,"  if
    includible  in the  definition  of  Compensation  under  Section 1.12 of the
    Employer's  Adoption  Agreement) to a plan of deferred  compensation  to the
    extent  the  contributions  are not  included  in the  gross  income  of the
    Employee for the taxable year in which contributed, on behalf of an Employee
    to a Simplified  Employee Pension Plan to the extent such  contributions are
    excludible from the Employee's gross income,  and any  distributions  from a
    plan of  deferred  compensation,  regardless  of whether  such  amounts  are
    includible in the gross income of the Employee when distributed.

    (b) Amounts realized from the exercise of a non-qualified  stock option,  or
    when  restricted  stock (or  property)  held by an Employee  either  becomes
    freely  transferable  or is no  longer  subject  to a  substantial  risk  of
    forfeiture.

    (c) Amounts realized from the sale,  exchange or other  disposition of stock
    acquired under a stock option described in Part II,  Subchapter D, Chapter 1
    of the Code.

    (d) Other amounts which receive  special tax benefits,  such as premiums for
    group term life  insurance (but only to the extent that the premiums are not
    includible in the gross income of the Employee), or contributions made by an
    Employer  (whether or not under a salary  reduction  agreement)  towards the
    purchase of an annuity contract  described in Code ss.403(b) (whether or not
    the  contributions  are  excludible  from the gross income of the Employee),
    other than "elective  contributions," if elected in the Employer's  Adoption
    Agreement.

    Any reference in this Plan to  Compensation is a reference to the definition
in this Section 1.12, unless the Plan reference specifies a modification to this
definition.  The Advisory  Committee  will take into  account only  Compensation
actually  paid  for  the  relevant  period.  A  Compensation   payment  includes
Compensation by the Employer  through another person under the common  paymaster
provisions in Code ss.ss.3121 and 3306.

(A) Limitations on Compensation.

    (1)  Compensation  dollar  limitation.  For any Plan  Year  beginning  after
December 31, 1988, the Advisory  Committee must take into account only the first
$200,000 (or beginning  January 1, 1990, such larger amount as the  Commissioner
of Internal Revenue may prescribe) of any  Participant's  Compensation.  For any
Plan Year beginning prior to January 1, 1989, this $200,000  limitation (but not
the family aggregation requirement described in the next paragraph) applies only
if the Plan is top heavy for such Plan Year or  operates  as a deemed  top heavy
plan for such Plan Year.
(2)  Application of compensation  limitation to certain family members.  The
$200,000  Compensation  limitation  applies to the combined  Compensation of the
Employee and of any family  member  aggregated  with the Employee  under Section
1.09 who is either (i) the  Employee's  spouse;  or (ii) the  Employee's  lineal
descendant  under the age of 19. If, for a Plan Year, the combined  Compensation
of the  Employee  and such family  members who are  Participants  entitled to an
allocation  for that Plan Year exceeds the $200,000  (or  adjusted)  limitation,
"Compensation"  for each such Participant,  for purposes of the contribution and
allocation provisions of Article III, means his Adjusted Compensation.  Adjusted
Compensation  is the  amount  which  bears the same  ratio to the  $200,000  (or
adjusted) limitation as the affected Participant's  Compensation (without regard
to the $200,000  Compensation  limitation) bears to the combined Compensation of
all the affected  Participants  in the family unit.  If the Plan uses  permitted
disparity,  the Advisory  Committee must determine the integration level of each
affected  family  member  Participant  prior to the  proration  of the  $200,000
Compensation  limitation,  but the  combined  integration  level of the affected
Participants may not exceed $200,000 (or the adjusted limitation).  The combined
Excess  Compensation  of the  affected  Participants  in the family unit may not
exceed $200,000 (or the adjusted  limitation)  minus the affected  Participants'
combined integration level (as determined under the preceding sentence).  If the
combined Excess  Compensation  exceeds this limitation,  the Advisory  Committee
will prorate the Excess Compensation  limitation among the affected Participants
in the family unit in proportion to each such individual's Adjusted Compensation
minus his integration  level. If the Employer's Plan is a Nonstandardized  Plan,
the Employer  may elect to use a different  method in  determining  the Adjusted
Compensation  of the  affected  Participants  by  specifying  that  method in an
addendum to the Adoption Agreement, numbered Section 1.12.

(B)   Nondiscrimination.   For   purposes  of   determining   whether  the  Plan
discriminates  in favor of  Highly  Compensated  Employees,  Compensation  means
Compensation as defined in this Section 1.12, except: (1) the Employer may elect
to include or to exclude elective contributions,  irrespective of the Employer's
election in its Adoption Agreement regarding elective contributions; and (2) the
Employer will not give effect to any  elections  made in the  "modifications  to
Compensation  definition"  section  of  Adoption  Agreement  Section  1.12.  The
Employer's  election described in clause (1) must be consistent and uniform with
respect to all Employees and all plans of the Employer for any  particular  Plan
Year.  If  the  Employer's  Plan  is  a  Nonstandardized   Plan,  the  Employer,
irrespective  of clause (2),  may elect to exclude  from this  nondiscrimination
definition  of  Compensation  any items of  Compensation  excludible  under Code
ss.414(s)  and the  applicable  Treasury  regulations,  provided  such  adjusted
definition conforms to the nondiscrimination requirements of those regulations.

    1.13 "Earned Income" means net earnings from self-employment in the trade or
business with respect to which the Employer has established  the Plan,  provided
personal services of the individual are a material income producing factor.  The
Advisory  Committee will determine net earnings without regard to items excluded
from gross income and the  deductions  allocable  to those  items.  The Advisory
Committee  will  determine  net  earnings  after the  deduction  allowed  to the
Self-Employed  Individual  for  all  contributions  made  by the  Employer  to a
qualified  plan and, for Plan Years  beginning  after  December  31,  1989,  the
deduction allowed to the Self-Employed  under Code ss.164(f) for self-employment
taxes.

    1.14 "Account" means the separate account(s) which the Advisory Committee or
the Trustee maintains for a Participant under the Employer's Plan.

    1.15  "Accrued  Benefit"  means  the  amount  standing  in  a  Participant's
Account(s) as of any date derived from both Employer  contributions and Employee
contributions, if any.

    1.16 "Nonforfeitable"  means a Participant's or Beneficiary's  unconditional
claim,  legally  enforceable  against  the Plan,  to the  Participant's  Accrued
Benefit.
1.17 "Plan Year" means the fiscal year of the Plan,  the  consecutive  month
period specified in the Employer's Adoption  Agreement.  The Employer's Adoption
Agreement also must specify the "Limitation  Year" applicable to the limitations
on allocations described in Article III. If the Employer maintains Paired Plans,
each Plan must have the same Plan Year.

    1.18  "Effective  Date" of this Plan is the date specified in the Employer's
Adoption Agreement.

    1.19 "Plan Entry Date" means the  date(s)  specified  in Section 2.01 of the
Employer's Adoption Agreement.

    1.20  "Accounting  Date" is the last day of an Employer's Plan Year.  Unless
otherwise  specified  in the Plan,  the  Advisory  Committee  will make all Plan
allocations  for a particular  Plan Year as of the Accounting  Date of that Plan
Year.

    1.21   "Trust" means the separate Trust created under the Employer's Plan.

    1.22 "Trust  Fund" means all  property of every kind held or acquired by the
Employer's Plan, other than incidental benefit insurance contracts.

    1.23 "Nontransferable  Annuity" means an annuity which by its terms provides
that it may not be sold, assigned,  discounted, pledged as collateral for a loan
or  security  for the  performance  of an  obligation  or for any purpose to any
person other than the  insurance  company.  If the Plan  distributes  an annuity
contract, the contract must be a Nontransferable Annuity.

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

    1.25   "Code" means the Internal Revenue Code of 1986, as amended.

    1.26 "Service" means any period of time the Employee is in the employ of the
Employer,  including  any period the  Employee is on an unpaid  leave of absence
authorized by the Employer under a uniform,  nondiscriminatory policy applicable
to all Employees.  "Separation from Service" means the Employee no longer has an
employment relationship with the Employer maintaining this Plan.

    1.27   "Hour of Service" means:

    (a) Each  Hour of  Service  for  which  the  Employer,  either  directly  or
    indirectly,  pays an  Employee,  or for which the  Employee  is  entitled to
    payment, for the performance of duties. The Advisory Committee credits Hours
    of Service  under this  paragraph  (a) to the Employee  for the  computation
    period in which the Employee performs the duties, irrespective of when paid;

    (b) Each  Hour of  Service  for back  pay,  irrespective  of  mitigation  of
    damages,  to which the  Employer  has agreed or for which the  Employee  has
    received an award.  The Advisory  Committee  credits  Hours of Service under
    this  paragraph (b) to the Employee for the  computation  period(s) to which
    the award or the agreement  pertains rather than for the computation  period
    in which the award, agreement or payment is made; and
(c) Each  Hour of  Service  for  which  the  Employer,  either  directly  or
    indirectly,  pays an  Employee,  or for which the  Employee  is  entitled to
    payment (irrespective of whether the employment relationship is terminated),
    for reasons  other than for the  performance  of duties during a computation
    period, such as leave of absence,  vacation,  holiday,  sick leave, illness,
    incapacity (including  disability),  layoff, jury duty or military duty. The
    Advisory  Committee will credit no more than 501 Hours of Service under this
    paragraph  (c) to an  Employee  on account of any single  continuous  period
    during which the Employee  does not perform any duties  (whether or not such
    period occurs during a single  computation  period).  The Advisory Committee
    credits  Hours of Service under this  paragraph  (c) in accordance  with the
    rules of  paragraphs  (b) and (c) of Labor  Reg.  ss.2530.200b-2,  which the
    Plan,  by this  reference,  specifically  incorporates  in full  within this
    paragraph (c).

    The Advisory  Committee  will not credit an Hour of Service  under more than
one of the above paragraphs.  A computation  period for purposes of this Section
1.27 is the Plan Year, Year of Service period,  Break in Service period or other
period, as determined under the Plan provision for which the Advisory  Committee
is measuring an Employee's Hours of Service. The Advisory Committee will resolve
any  ambiguity  with respect to the  crediting of an Hour of Service in favor of
the Employee.

(A)  Method of  crediting  Hours of  Service.  The  Employer  must  elect in its
Adoption  Agreement the method the Advisory  Committee  will use in crediting an
Employee with Hours of Service.  For purposes of the Plan, "actual" method means
the determination of Hours of Service from records of hours worked and hours for
which the Employer  makes payment or for which payment is due from the Employer.
If the Employer elects to apply an  "equivalency"  method,  for each equivalency
period for which the Advisory  Committee would credit the Employee with at least
one Hour of Service,  the Advisory  Committee will credit the Employee with: (i)
10 Hours of Service  for a daily  equivalency;  (ii) 45 Hours of  Service  for a
weekly  equivalency;  (iii) 95 Hours of Service for a semimonthly payroll period
equivalency; and (iv) 190 Hours of Service for a monthly equivalency.

(B)  Maternity/paternity  leave.  Solely for purposes of determining whether the
Employee  incurs a Break in  Service  under  any  provision  of this  Plan,  the
Advisory  Committee  must credit Hours of Service  during an  Employee's  unpaid
absence  period due to  maternity  or paternity  leave.  The Advisory  Committee
considers an Employee on maternity or paternity leave if the Employee's  absence
is due to the  Employee's  pregnancy,  the birth of the  Employee's  child,  the
placement with the Employee of an adopted  child,  or the care of the Employee's
child  immediately  following  the  child's  birth or  placement.  The  Advisory
Committee  credits  Hours of Service  under this  paragraph  on the basis of the
number of Hours of Service the Employee would receive if he were paid during the
absence  period or, if the Advisory  Committee  cannot  determine  the number of
Hours of Service the  Employee  would  receive,  on the basis of 8 hours per day
during the absence  period.  The Advisory  Committee will credit only the number
(not exceeding 501) of Hours of Service necessary to prevent an Employee's Break
in Service.  The Advisory  Committee  credits all Hours of Service  described in
this paragraph to the computation  period in which the absence period begins or,
if the  Employee  does not need  these  Hours of  Service  to prevent a Break in
Service  in the  computation  period in which his  absence  period  begins,  the
Advisory  Committee credits these Hours of Service to the immediately  following
computation period.
1.28  "Disability"  means the  Participant,  because of a physical or mental
disability,  will be unable to perform the duties of his  customary  position of
employment (or is unable to engage in any substantial  gainful  activity) for an
indefinite  period  which  the  Advisory  Committee  considers  will  be of long
continued  duration.  A Participant  also is disabled if he incurs the permanent
loss or loss of use of a member  or  function  of the  body,  or is  permanently
disfigured,  and  incurs  a  Separation  from  Service.  The  Plan  considers  a
Participant   disabled  on  the  date  the  Advisory  Committee  determines  the
Participant  satisfies the definition of disability.  The Advisory Committee may
require a Participant  to submit to a physical  examination  in order to confirm
disability.  The Advisory  Committee  will apply the  provisions of this Section
1.28 in a  nondiscriminatory,  consistent and uniform manner.  If the Employer's
Plan is a Nonstandardized Plan, the Employer may provide an alternate definition
of disability in an addendum to its Adoption Agreement, numbered Section 1.28.

    1.29 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the plan of
a  predecessor  employer,  the Plan  treats  service  of the  Employee  with the
predecessor  employer as service with the  Employer.  If the  Employer  does not
maintain the plan of a predecessor  employer,  the Plan does not credit  service
with the predecessor employer, unless the Employer identifies the predecessor in
its Adoption Agreement and specifies the purposes for which the Plan will credit
service with that predecessor employer.

    1.30  RELATED   EMPLOYERS.   A  related  group  is  a  controlled  group  of
corporations  (as defined in Code ss.414(b)),  trades or businesses  (whether or
not incorporated)  which are under common control (as defined in Code ss.414(c))
or an  affiliated  service  group  (as  defined  in  Code  ss.414(m)  or in Code
ss.414(o)).  If the Employer is a member of a related group, the term "Employer"
includes the related group  members for purposes of crediting  Hours of Service,
determining  Years of Service  and Breaks in Service  under  Articles  II and V,
applying the  Participation  Test and the Coverage Test under  Section  3.06(E),
applying the  limitations on allocations in Part 2 of Article III,  applying the
top heavy rules and the minimum  allocation  requirements  of Article  III,  the
definitions of Employee,  Highly Compensated  Employee,  Compensation and Leased
Employee,  and for any other purpose  required by the applicable Code section or
by a Plan  provision.  However,  an Employer may  contribute to the Plan only by
being a  signatory  to the  Execution  Page of the  Adoption  Agreement  or to a
Participation  Agreement to the Employer's Adoption Agreement. If one or more of
the Employer's related group members become Participating Employers by executing
a  Participation  Agreement  to the  Employer's  Adoption  Agreement,  the  term
"Employer" includes the participating  related group members for all purposes of
the Plan, and "Plan  Administrator"  means the Employer that is the signatory to
the Execution Page of the Adoption Agreement.

    If the Employer's Plan is a Standardized Plan, all Employees of the Employer
or of any member of the Employer's related group, are eligible to participate in
the Plan,  irrespective of whether the related group member  directly  employing
the  Employee  is  a  Participating  Employer.  If  the  Employer's  Plan  is  a
Nonstandardized  Plan, the Employer must specify in Section 1.07 of its Adoption
Agreement,  whether  the  Employees  of  related  group  members  that  are  not
Participating  Employers  are  eligible  to  participate  in the  Plan.  Under a
Nonstandardized  Plan,  the Employer may elect to exclude from the definition of
"Compensation" for allocation purposes any Compensation  received from a related
employer that has not executed a Participation Agreement and whose Employees are
not eligible to participate in the Plan.

    1.31 LEASED  EMPLOYEES.  The Plan treats a Leased Employee as an Employee of
the  Employer.  A Leased  Employee is an  individual  (who  otherwise  is not an
Employee  of the  Employer)  who,  pursuant to a leasing  agreement  between the
Employer and any other person,  has performed  services for the Employer (or for
the Employer and any persons  related to the Employer within the meaning of Code
ss.144(a)(3))  on a substantially  full time basis for at least one year and who
performs services historically performed by employees in the Employer's business
field.  If a Leased Employee is treated as an Employee by reason of this Section
1.31  of  the  Plan,  "Compensation"  includes  Compensation  from  the  leasing
organization which is attributable to services performed for the Employer.
(A) Safe harbor plan exception.  The Plan does not treat a Leased Employee as an
Employee if the leasing  organization  covers the employee in a safe harbor plan
and, prior to application of this safe harbor plan exception, 20% or less of the
Employer's  Employees  (other  than  Highly  Compensated  Employees)  are Leased
Employees.  A safe  harbor  plan  is a money  purchase  pension  plan  providing
immediate  participation,  full  and  immediate  vesting,  and  a  nonintegrated
contribution  formula  equal  to at  least  10% of the  employee's  compensation
without regard to employment by the leasing  organization  on a specified  date.
The safe  harbor  plan  must  determine  the 10%  contribution  on the  basis of
compensation as defined in Code  ss.415(c)(3)  plus elective  contributions  (as
defined in Section 1.12).

(B) Other requirements. The Advisory Committee must apply this Section 1.31 in a
manner consistent with Code  ss.ss.414(n) and 414(o) and the regulations  issued
under those Code sections.  The Employer must specify in the Adoption  Agreement
the  manner  in  which  the Plan  will  determine  the  allocation  of  Employer
contributions  and  Participant  forfeitures  on behalf of a Participant  if the
Participant  is a Leased  Employee  covered by a plan  maintained by the leasing
organization.

     1.32 SPECIAL RULES FOR  OWNER-EMPLOYEES.  The following special  provisions
and restrictions apply to Owner-Employees:

    (a) If the Plan provides  contributions or benefits for an Owner-Employee or
    for a group of  Owner-Employees  who  controls  the trade or  business  with
    respect  to  which  this  Plan  is  established  and the  Owner-Employee  or
    Owner-Employees  also control as Owner-Employees one or more other trades or
    businesses,  plans  must  exist or be  established  with  respect to all the
    controlled  trades or  businesses  so that when the plans are combined  they
    form a single plan which  satisfies the  requirements  of Code ss.401(a) and
    Code  ss.401(d)  with respect to the employees of the  controlled  trades or
    businesses.

    (b) The Plan excludes an Owner-Employee or group of  Owner-Employees  if the
    Owner-Employee  or group of  Owner-Employees  controls  any  other  trade or
    business,  unless the  employees of the other  controlled  trade or business
    participate in a plan which satisfies the requirements of Code ss.401(a) and
    Code  ss.401(d).  The other  qualified plan must provide  contributions  and
    benefits which are not less favorable  than the  contributions  and benefits
    provided for the Owner-Employee or group of Owner-Employees under this Plan,
    or if an  Owner-Employee  is  covered  under  another  qualified  plan as an
    Owner-Employee,  then the plan  established  with  respect  to the  trade or
    business he does control must provide contributions or benefits as favorable
    as those  provided under the most favorable plan of the trade or business he
    does not control.  If the  exclusion of this  paragraph  (b) applies and the
    Employer's Plan is a Standardized  Plan, the Employer may not participate or
    continue to participate in this Master Plan and the Employer's  Plan becomes
    an individually-designed plan for purposes of qualification reliance.

    (c)  For  purposes  of  paragraphs  (a) and (b) of  this  Section  1.32,  an
    Owner-Employee or group of  Owner-Employees  controls a trade or business if
    the Owner-Employee or  Owner-Employees  together (1) own the entire interest
    in an unincorporated trade or business, or (2) in the case of a partnership,
    own more than 50% of either the capital  interest or the profits interest in
    the partnership.
1.33  DETERMINATION OF TOP HEAVY STATUS.  If this Plan is the only qualified
plan  maintained by the  Employer,  the Plan is top heavy for a Plan Year if the
top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio is
a fraction,  the  numerator of which is the sum of the present  value of Accrued
Benefits of all Key Employees as of the  Determination  Date and the denominator
of which is a similar sum determined for all Employees.  The Advisory  Committee
must  include in the top heavy  ratio,  as part of the present  value of Accrued
Benefits,  any contribution not made as of the Determination Date but includible
under Code ss.416 and the applicable  Treasury  regulations,  and  distributions
made within the Determination  Period. The Advisory Committee must calculate the
top heavy ratio by disregarding the Accrued Benefit (and distributions,  if any,
of the Accrued Benefit) of any Non-Key Employee who was formerly a Key Employee,
and by disregarding the Accrued Benefit (including distributions, if any, of the
Accrued  Benefit) of an individual who has not received  credit for at least one
Hour of Service with the Employer during the Determination  Period. The Advisory
Committee must  calculate the top heavy ratio,  including the extent to which it
must take into account  distributions,  rollovers and  transfers,  in accordance
with Code ss.416 and the regulations under that Code section.

    If the Employer  maintains  other  qualified  plans  (including a simplified
employee pension plan), or maintained another such plan which now is terminated,
this Plan is top heavy only if it is part of the Required Aggregation Group, and
the top heavy ratio for the Required  Aggregation  Group and for the  Permissive
Aggregation  Group,  if any,  each  exceeds 60%.  The  Advisory  Committee  will
calculate  the top  heavy  ratio in the same  manner  as  required  by the first
paragraph  of this  Section  1.33,  taking  into  account  all plans  within the
Aggregation  Group. To the extent the Advisory  Committee must take into account
distributions   to  a   Participant,   the  Advisory   Committee   must  include
distributions  from a terminated plan which would have been part of the Required
Aggregation  Group  if it were  in  existence  on the  Determination  Date.  The
Advisory  Committee will  calculate the present value of accrued  benefits under
defined benefit plans or simplified  employee  pension plans included within the
group  in  accordance  with  the  terms  of those  plans,  Code  ss.416  and the
regulations under that Code section.  If a Participant in a defined benefit plan
is a Non-Key Employee, the Advisory Committee will determine his accrued benefit
under the accrual method,  if any, which is applicable  uniformly to all defined
benefit plans  maintained by the Employer or, if there is no uniform method,  in
accordance  with the slowest  accrual rate permitted  under the fractional  rule
accrual method described in Code  ss.411(b)(1)(C).  If the Employer  maintains a
defined  benefit plan, the Employer must specify in Adoption  Agreement  Section
3.18 the  actuarial  assumptions  (interest  and  mortality  only) the  Advisory
Committee  will use to calculate  the present  value of benefits  from a defined
benefit plan. If an aggregated  plan does not have a valuation  date  coinciding
with the  Determination  Date,  the  Advisory  Committee  must value the Accrued
Benefits in the  aggregated  plan as of the most recent  valuation  date falling
within the twelve-month  period ending on the Determination Date, except as Code
ss.416 and applicable Treasury regulations require for the first and second plan
year of a defined  benefit plan.  The Advisory  Committee will calculate the top
heavy ratio with reference to the Determination  Dates that fall within the same
calendar year.

(A) Standardized  Plan. If the Employer's Plan is a Standardized  Plan, the Plan
operates  as a  deemed  top  heavy  plan  in  all  Plan  Years,  except,  if the
Standardized Plan includes a Code ss.401(k) arrangement,  the Employer may elect
to apply  the top  heavy  requirements  only in Plan  Years  for  which the Plan
actually is top heavy.  Under a deemed top heavy plan,  the  Advisory  Committee
need not  determine  whether  the Plan  actually is top heavy.  However,  if the
Employer,  in Adoption  Agreement  Section  3.18,  elects to  override  the 100%
limitation,  the Advisory  Committee will need to determine whether a deemed top
heavy Plan's top heavy ratio for a Plan Year exceeds 90%.
(B) Definitions. For purposes of applying the provisions of this Section 1.33:

    (1) "Key  Employee"  means,  as of any  Determination  Date, any Employee or
    former  Employee (or Beneficiary of such Employee) who, for any Plan Year in
    the  Determination  Period:  (i) has  Compensation  in  excess of 50% of the
    dollar  amount  prescribed  in Code  ss.415(b)(1)(A)  (relating  to  defined
    benefit plans) and is an officer of the Employer;  (ii) has  Compensation in
    excess of the dollar amount prescribed in Code ss.415(c)(1)(A)  (relating to
    defined  contribution  plans)  and is one of the  Employees  owning  the ten
    largest  interests  in the  Employer;  (iii) is a more  than 5% owner of the
    Employer;  or  (iv)  is a more  than  1%  owner  of  the  Employer  and  has
    Compensation of more than $150,000. The constructive ownership rules of Code
    ss.318 (or the principles of that section,  in the case of an unincorporated
    Employer,) will apply to determine ownership in the Employer.  The number of
    officers  taken into account under clause (i) will not exceed the greater of
    3 or 10% of the  total  number  (after  application  of the  Code  ss.414(q)
    exclusions)  of  Employees,  but no more  than  50  officers.  The  Advisory
    Committee will make the determination of who is a Key Employee in accordance
    with Code ss.416(i)(1) and the regulations under that Code section.

    (2) "Non-Key  Employee" is an  employee who does not meet the  definition of
    Key Employee.

    (3)  "Compensation"  means Compensation as determined under Section 1.09 for
    purposes of identifying Highly Compensated Employees.

    (4) "Required  Aggregation  Group"  means:  (i) each  qualified  plan of the
    Employer in which at least one Key Employee  participates at any time during
    the Determination  Period; and (ii) any other qualified plan of the Employer
    which  enables a plan  described in clause (i) to meet the  requirements  of
    Code ss.401(a)(4) or of Code ss.410.

    (5) "Permissive  Aggregation  Group" is the Required  Aggregation Group plus
    any other qualified plans maintained by the Employer, but only if such group
    would satisfy in the aggregate the requirements of Code  ss.401(a)(4) and of
    Code  ss.410.   The  Advisory   Committee   will  determine  the  Permissive
    Aggregation Group.

    (6)  "Employer"  means the  Employer  that adopts this  Plan and any related
    employers described in Section 1.30.

    (7)  "Determination  Date" for any Plan Year is the  Accounting  Date of the
    preceding  Plan Year or, in the case of the first Plan Year of the Plan, the
    Accounting Date of that Plan Year. The "Determination  Period" is the 5 year
    period ending on the Determination Date.

    1.34 "Paired  Plans" means the  Employer has adopted two  Standardized  Plan
Adoption  Agreements offered with this Master Plan, one Adoption Agreement being
a Paired Profit Sharing Plan and one Adoption  Agreement  being a Paired Pension
Plan. A Paired Profit Sharing Plan may include a Code ss.401(k)  arrangement.  A
Paired  Pension Plan must be a money  purchase  pension plan or a target benefit
pension  plan.  Paired Plans must be the subject of a favorable  opinion  letter
issued by the National Office of the Internal Revenue Service.  This Master Plan
does not pair any of its Standardized Plan Adoption Agreements with Standardized
Plan Adoption Agreements under a defined benefit master plan.

                          * * * * * * * * * * * * * * *
2.03
                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

    2.01  ELIGIBILITY.  Each  Employee  becomes  a  Participant  in the  Plan in
accordance  with  the  participation  option  selected  by the  Employer  in its
Adoption  Agreement.  If this Plan is a restated  Plan,  each Employee who was a
Participant  in the Plan on the day before the  Effective  Date  continues  as a
Participant in the Plan,  irrespective of whether he satisfies the participation
conditions in the restated  Plan,  unless  otherwise  provided in the Employer's
Adoption Agreement.

    2.02  YEAR  OF  SERVICE  -  PARTICIPATION.  For  purposes  of an  Employee's
participation in the Plan under Adoption  Agreement Section 2.01, the Plan takes
into account all of his Years of Service with the  Employer,  except as provided
in Section  2.03.  "Year of Service"  means an  eligibility  computation  period
during which the Employee completes not less than the number of Hours of Service
specified  in  the  Employer's  Adoption  Agreement.   The  initial  eligibility
computation  period is the first 12 consecutive  month period  measured from the
Employment   Commencement  Date.  The  Plan  measures   succeeding   eligibility
computation  periods in accordance  with the option  selected by the Employer in
its Adoption Agreement.  If the Employer elects to measure subsequent periods on
a Plan Year basis,  an Employee who receives  credit for the required  number of
Hours of Service during the initial  eligibility  computation  period and during
the first  applicable  Plan Year will  receive  credit  for two Years of Service
under  Article II.  "Employment  Commencement  Date" means the date on which the
Employee  first  performs an Hour of Service for the  Employer.  If the Employer
elects a service  condition  under  Adoption  Agreement  Section  2.01  based on
months,  the Plan  does not  apply  any Hour of  Service  requirement  after the
completion of the first Hour of Service.

    2.03  BREAK IN  SERVICE  -  PARTICIPATION.  An  Employee  incurs a "Break in
Service" if during any 12  consecutive  month period he does not  complete  more
than 500 Hours of Service with the Employer.  The "12 consecutive  month period"
under this  Section 2.03 is the same 12  consecutive  month period for which the
Plan measures "Years of Service" under Section 2.02.

(A) 2-year  Eligibility.  If the Employer elects a 2 years of service  condition
for eligibility  purposes under Adoption Agreement Section 2.01, the Plan treats
an Employee  who incurs a one year Break in Service  and who has never  become a
Participant  as a new Employee on the date he first  performs an Hour of Service
for the Employer after the Break in Service.

(B)  Suspension  of Years of Service.  The  Employer  must elect in its Adoption
Agreement  whether a  Participant  will incur a  suspension  of Years of Service
after  incurring a one year Break in  Service.  If this rule  applies  under the
Employer's  Plan,  the Plan  disregards  a  Participant's  Years of Service  (as
defined  in  Section  2.02)  earned  prior  to a  Break  in  Service  until  the
Participant  completes  another  Year of  Service  and  the  Plan  suspends  the
Participant's  participation in the Plan. If the Participant completes a Year of
Service  following his Break in Service,  the Plan  restores that  Participant's
pre-Break Years of Service (and the Participant resumes active  participation in
the Plan)  retroactively to the first day of the computation period in which the
Participant earns the first post-Break Year of Service.  The initial computation
period under this Section  2.03(B) is the 12 consecutive  month period  measured
from the date the  Participant  first  receives  credit  for an Hour of  Service
following the one year Break in Service period. The Plan measures any subsequent
periods,  if  necessary,  in a manner  consistent  with the  computation  period
selection in Adoption  Agreement  Section  2.02.  This Section  2.03(B) does not
affect a  Participant's  vesting credit under Article V and, during a suspension
period,  the  Participant's  Account  continues  to share  fully  in Trust  Fund
allocations  under  Section  9.11.  Furthermore,  this Section  2.03(B) will not
result in the restoration of any Year of Service  disregarded under the Break in
Service rule of Section 2.03(A).
2.04 PARTICIPATION UPON  RE-EMPLOYMENT.  A Participant whose employment with
the Employer  terminates  will re-enter the Plan as a Participant on the date of
his  re-employment,  subject to the Break in Service rule, if applicable,  under
Section 2.03(B). An Employee who satisfies the Plan's eligibility conditions but
who terminates employment with the Employer prior to becoming a Participant will
become a Participant  on the later of the Plan Entry Date on which he would have
entered  the  Plan  had  he  not  terminated  employment  or  the  date  of  his
re-employment,  subject  to the Break in  Service  rule,  if  applicable,  under
Section 2.03(B). Any Employee who terminates  employment prior to satisfying the
Plan's eligibility  conditions becomes a Participant in accordance with Adoption
Agreement Section 2.01.

    2.05  CHANGE  IN  EMPLOYEE  STATUS.  If a  Participant  has not  incurred  a
Separation from Service but ceases to be eligible to participate in the Plan, by
reason  of  employment  within  an  employment  classification  excluded  by the
Employer under  Adoption  Agreement  Section 1.07,  the Advisory  Committee must
treat  the  Participant  as an  Excluded  Employee  during  the  period  such  a
Participant  is  subject  to the  Adoption  Agreement  exclusion.  The  Advisory
Committee  determines  a  Participant's  sharing in the  allocation  of Employer
contributions and Participant  forfeitures,  if applicable,  by disregarding his
Compensation  paid by the Employer  for services  rendered in his capacity as an
Excluded Employee.  However,  during such period of exclusion,  the Participant,
without  regard to employment  classification,  continues to receive  credit for
vesting under Article V for each included Year of Service and the  Participant's
Account continues to share fully in Trust Fund allocations under Section 9.11.

    If an  Excluded  Employee  who  is not a  Participant  becomes  eligible  to
participate in the Plan by reason of a change in employment  classification,  he
will  participate in the Plan  immediately  if he has satisfied the  eligibility
conditions of Section 2.01 and would have been a Participant  had he not been an
Excluded Employee during his period of Service. Furthermore, the Plan takes into
account all of the Participant's  included Years of Service with the Employer as
an Excluded Employee for purposes of vesting credit under Article V.

    2.06 ELECTION NOT TO  PARTICIPATE.  If the Employer's Plan is a Standardized
Plan,  the  Plan  does  not  permit  an  otherwise  eligible  Employee  nor  any
Participant to elect not to participate in the Plan. If the Employer's Plan is a
Nonstandardized  Plan,  the  Employer  must  specify in its  Adoption  Agreement
whether an Employee  eligible to participate,  or any present  Participant,  may
elect not to  participate  in the Plan.  For an election to be  effective  for a
particular  Plan Year,  the  Employee or  Participant  must file the election in
writing  with the Plan  Administrator  not later than the time  specified in the
Employer's  Adoption  Agreement.  The Employer may not make a contribution under
the Plan for the Employee or for the Participant for the Plan Year for which the
election is effective,  nor for any succeeding Plan Year, unless the Employee or
Participant  re-elects  to  participate  in the  Plan.  After an  Employee's  or
Participant's  election not to  participate  has been effective for at least the
minimum period prescribed by the Employer's Adoption Agreement,  the Employee or
Participant  may  re-elect  to  participate  in the Plan  for any Plan  Year and
subsequent Plan Years. An Employee or Participant may re-elect to participate in
the Plan by filing his election in writing with the Plan Administrator not later
than the time specified in the  Employer's  Adoption  Agreement.  An Employee or
Participant who re-elects to participate may again elect not to participate only
as  permitted  in  the  Employer's  Adoption  Agreement.  If  an  Employee  is a
Self-Employed  Individual,  the  Employee's  election  (except as  permitted  by
Treasury regulations without creating a Code ss.401(k)  arrangement with respect
to that  Self-Employed  Individual) must be effective no later than the date the
Employee  first  would  become a  Participant  in the Plan and the  election  is
irrevocable.  The Plan  Administrator  must furnish an Employee or a Participant
any form  required  for  purposes of an election  under this  Section  2.06.  An
election timely filed is effective for the entire Plan Year.
A Participant  who elects not to participate  may not receive a distribution
of his  Accrued  Benefit  attributable  either  to  Employer  or to  Participant
contributions  except as provided under Article IV or under Article VI. However,
for each Plan Year for which a  Participant's  election  not to  participate  is
effective,  the Participant's  Account, if any, continues to share in Trust Fund
allocations  under  Article IX.  Furthermore,  the  Employee or the  Participant
receives vesting credit under Article V for each included Year of Service during
the period the election not to participate is effective.

                          * * * * * * * * * * * * * * *
3.010
                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

Part 1. Amount of Employer  Contributions  and Plan  Allocations:  Sections 3.01
through 3.06

    3.01 AMOUNT.  For each Plan Year, the Employer  contributes to the Trust the
amount  determined by application  of the  contribution  option  selected by the
Employer in its Adoption Agreement.  The Employer may not make a contribution to
the Trust for any Plan Year to the  extent  the  contribution  would  exceed the
Participants' Maximum Permissible Amounts.

    The Employer  contributes to this Plan on the condition its  contribution is
not due to a mistake  of fact and the  Revenue  Service  will not  disallow  the
deduction  for its  contribution.  The Trustee,  upon  written  request from the
Employer,  must return to the Employer the amount of the Employer's contribution
made  by the  Employer  by  mistake  of  fact or the  amount  of the  Employer's
contribution  disallowed as a deduction under Code ss.404.  The Trustee will not
return any portion of the Employer's  contribution  under the provisions of this
paragraph more than one year after:

     (a) The Employer made the contribution by mistake of fact; or

     (b) The disallowance of the contribution as a deduction,  and then, only to
     the extent of the disallowance.

    The  Trustee  will not  increase  the  amount of the  Employer  contribution
returnable  under  this  Section  3.01  for  any  earnings  attributable  to the
contribution, but the Trustee will decrease the Employer contribution returnable
for any losses  attributable  to it. The Trustee  may  require  the  Employer to
furnish it whatever  evidence the Trustee deems  necessary to enable the Trustee
to confirm  the amount the  Employer  has  requested  be  returned  is  properly
returnable under ERISA.

     3.02  DETERMINATION  OF  CONTRIBUTION.  The  Employer,  from  its  records,
determines the amount of any  contributions  to be made by it to the Trust under
the terms of the Plan.

    3.03 TIME OF PAYMENT OF CONTRIBUTION.  The Employer may pay its contribution
for each Plan Year in one or more installments  without  interest.  The Employer
must make its contribution to the Plan within the time prescribed by the Code or
applicable  Treasury  regulations.  Subject to the consent of the  Trustee,  the
Employer may make its contribution in property rather than in cash, provided the
contribution of property is not a prohibited transaction under the Code or under
ERISA.

    3.04   CONTRIBUTION ALLOCATION.
           -----------------------

(A) Method of  Allocation.  The Employer must specify in its Adoption  Agreement
the manner of allocating each annual Employer contribution to this Trust.

(B) Top Heavy Minimum  Allocation.  The Plan must comply with the  provisions of
this  Section  3.04(B),  subject to the  elections  in the  Employer's  Adoption
Agreement.

    (1) Top Heavy Minimum  Allocation Under  Standardized  Plan.  Subject to the
Employer's election under Section  3.04(B)(3),  the top heavy minimum allocation
requirement  applies to a Standardized Plan for each Plan Year,  irrespective of
whether the Plan is top heavy.

           (a) Each Participant  employed by the Employer on the last day of the
           Plan Year will receive a top heavy minimum  allocation  for that Plan
           Year.  The  Employer  may  elect  in  Section  3.04  of its  Adoption
           Agreement to apply this paragraph (a) only to a Participant  who is a
           Non-Key Employee.
(b)  Subject  to any  overriding  elections  in  Section  3.18 of the
           Employer's  Adoption  Agreement,  the top heavy minimum allocation is
           the lesser of 3% of the Participant's  Compensation for the Plan Year
           or the highest  contribution rate for the Plan Year made on behalf of
           any  Participant  for  the  Plan  Year.   However,  if  the  Employee
           participates in Paired Plans, the top heavy minimum  allocation is 3%
           of his Compensation.  If, under Adoption  Agreement Section 3.04, the
           Employer elects to apply paragraph (a) only to a Participant who is a
           Non-Key Employee,  the Advisory Committee will determine the "highest
           contribution  rate" described in the first sentence of this paragraph
           (b) by reference only to the  contribution  rates of Participants who
           are Key Employees for the Plan Year.

    (2) Top Heavy Minimum Allocation Under  Nonstandardized  Plan. The top heavy
minimum allocation  requirement  applies to a Nonstandardized  Plan only in Plan
Years for which the Plan is top  heavy.  Except as  provided  in the  Employer's
Adoption Agreement, if the Plan is top heavy in any Plan Year:

           (a) Each Non-Key Employee who is a Participant and is employed by the
           Employer  on the last day of the Plan Year  will  receive a top heavy
           minimum  allocation  for that Plan Year,  irrespective  of whether he
           satisfies  the Hours of Service  condition  under Section 3.06 of the
           Employer's Adoption Agreement; and

           (b) The top  heavy  minimum  allocation  is the  lesser  of 3% of the
           Non-Key  Employee's  Compensation  for the Plan  Year or the  highest
           contribution  rate  for  the  Plan  Year  made on  behalf  of any Key
           Employee.  However,  if a  defined  benefit  plan  maintained  by the
           Employer  which  benefits  a Key  Employee  depends  on this  Plan to
           satisfy  the  antidiscrimination  rules of Code  ss.401(a)(4)  or the
           coverage  rules of Code ss.410 (or another  plan  benefiting  the Key
           Employee  so depends on such  defined  benefit  plan),  the top heavy
           minimum  allocation  is 3% of  the  Non-Key  Employee's  Compensation
           regardless of the contribution rate for the Key Employees.

    (3) Special Election for Standardized Code ss.401(k) Plan. If the Employer's
Plan is a Standardized  Code ss.401(k)  Plan, the Employer may elect in Adoption
Agreement Section 3.04 to apply the top heavy minimum allocation requirements of
Section 3.04(B)(1) only for Plan Years in which the Plan actually is a top heavy
plan.

    (4) Special  Definitions.  For  purposes of this Section  3.04(B),  the term
"Participant"  includes any Employee  otherwise  eligible to  participate in the
Plan but who is not a Participant  because of his Compensation  level or because
of his failure to make elective deferrals under a Code ss.401(k)  arrangement or
because  of his  failure  to  make  mandatory  contributions.  For  purposes  of
subparagraph (1)(b) or (2)(b),  "Compensation"  means Compensation as defined in
Section  1.12,  except  Compensation  does not include  elective  contributions,
irrespective  of whether the  Employer has elected to include  these  amounts in
Section 1.12 of its Adoption  Agreement,  any exclusion selected in Section 1.12
of the Adoption  Agreement (other than the exclusion of elective  contributions)
does not apply,  and any  modification  to the  definition  of  Compensation  in
Section 3.06 does not apply.

    (5) Determining  Contribution Rates. For purposes of this Section 3.04(B), a
Participant's  contribution rate is the sum of all Employer  contributions  (not
including Employer  contributions to Social Security) and forfeitures  allocated
to the  Participant's  Account for the Plan Year divided by his Compensation for
the entire Plan Year.  However,  for purposes of satisfying a Participant's  top
heavy minimum  allocation in Plan Years  beginning  after December 31, 1988, the
Participant's  contribution  rate does not  include any  elective  contributions
under a Code  ss.401(k)  arrangement  nor any  Employer  matching  contributions
allocated  on the  basis  of those  elective  contributions  or on the  basis of
employee  contributions,  except  a  Nonstandardized  Plan  may  include  in the
contribution  rate any  matching  contributions  not  necessary  to satisfy  the
nondiscrimination requirements of Code ss.401(k) or of Code ss.401(m).
If the Employee is a  Participant  in Paired Plans,  the Advisory  Committee
will  consider the Paired  Plans as a single Plan to  determine a  Participant's
contribution  rate and to  determine  whether the Plans  satisfy  this top heavy
minimum allocation requirement.  To determine a Participant's  contribution rate
under a  Nonstandardized  Plan, the Advisory  Committee must treat all qualified
top heavy  defined  contribution  plans  maintained  by the  Employer (or by any
related Employers described in Section 1.30) as a single plan.

    (6) No  Allocations.  If,  for a Plan  Year,  there  are no  allocations  of
Employer  contributions  or  forfeitures  for any  Participant  (for purposes of
Section  3.04  (B)(1)(b))  or for any Key  Employee  (for  purposes  of  Section
3.04(B)(2)(b)),  the Plan does not require any top heavy minimum  allocation for
the Plan Year,  unless a top heavy  minimum  allocation  applies  because of the
maintenance by the Employer of more than one plan.

    (7) Election of Method.  The Employer must specify in its Adoption Agreement
the  manner in which  the Plan will  satisfy  the top heavy  minimum  allocation
requirement.

    (a) If the Employer elects to make any necessary additional  contribution to
    this  Plan,  the  Advisory   Committee  first  will  allocate  the  Employer
    contributions  (and  Participant  forfeitures,  if any) for the Plan Year in
    accordance  with the  provisions of Adoption  Agreement  Section  3.04.  The
    Employer then will  contribute  an additional  amount for the Account of any
    Participant  entitled  under this  Section  3.04(B)  to a top heavy  minimum
    allocation and whose  contribution  rate for the Plan Year,  under this Plan
    and any other plan  aggregated  under  paragraph  (5),  is less than the top
    heavy minimum  allocation.  The additional amount is the amount necessary to
    increase  the  Participant's  contribution  rate  to the top  heavy  minimum
    allocation. The Advisory Committee will allocate the additional contribution
    to the Account of the  Participant  on whose behalf the  Employer  makes the
    contribution.

    (b) If the Employer  elects to guarantee  the top heavy  minimum  allocation
    under  another  plan,  this Plan  does not  provide  the top  heavy  minimum
    allocation  and the Advisory  Committee  will  allocate the annual  Employer
    contributions  (and  Participant  forfeitures)  under  the  Plan  solely  in
    accordance  with the allocation  method  selected  under Adoption  Agreement
    Section 3.04.

    3.05 FORFEITURE  ALLOCATION.  The amount of a Participant's  Accrued Benefit
forfeited  under the Plan is a Participant  forfeiture.  The Advisory  Committee
will allocate Participant forfeitures in the manner specified by the Employer in
its  Adoption  Agreement.  The  Advisory  Committee  will  continue  to hold the
undistributed,  non-vested portion of a terminated Participant's Accrued Benefit
in his Account  solely for his  benefit  until a  forfeiture  occurs at the time
specified in Section 5.09 or if applicable,  until the time specified in Section
9.14. Except as provided under Section 5.04, a Participant will not share in the
allocation of a forfeiture of any portion of his Accrued Benefit.

    3.06 ACCRUAL OF BENEFIT.  The Advisory  Committee will determine the accrual
of benefit (Employer contributions and Participant  forfeitures) on the basis of
the Plan  Year in  accordance  with the  Employer's  elections  in its  Adoption
Agreement.

(A) Compensation  Taken Into Account.  The Employer must specify in its Adoption
Agreement  the  Compensation  the Advisory  Committee is to take into account in
allocating an Employer contribution to a Participant's Account for the Plan Year
in which the Employee first becomes a Participant. For all other Plan Years, the
Advisory  Committee will take into account only the Compensation  determined for
the portion of the Plan Year in which the  Employee  actually is a  Participant.
The Advisory Committee must take into account the Employee's entire Compensation
for the Plan Year to determine  whether the Plan satisfies the top heavy minimum
allocation  requirement of Section 3.04(B). The Employer,  in an addendum to its
Adoption Agreement numbered 3.06(A),  may elect to measure  Compensation for the
Plan Year for allocation  purposes on the basis of a specified period other than
the Plan Year.
(B) Hours of Service  Requirement.  Subject to the applicable minimum allocation
requirement  of Section  3.04,  the  Advisory  Committee  will not  allocate any
portion of an Employer contribution for a Plan Year to any Participant's Account
if the  Participant  does not complete the  applicable  minimum Hours of Service
requirement specified in the Employer's Adoption Agreement.

(C) Employment  Requirement.  If the Employer's  Plan is a Standardized  Plan, a
Participant   who,  during  a  particular  Plan  Year,   completes  the  accrual
requirements of Adoption  Agreement Section 3.06 will share in the allocation of
Employer  contributions  for that Plan Year  without  regard  to  whether  he is
employed  by the  Employer  on the  Accounting  Date of that Plan  Year.  If the
Employer's  Plan is a  Nonstandardized  Plan,  the Employer  must specify in its
Adoption  Agreement  whether the Participant  will accrue a benefit if he is not
employed  by the  Employer  on the  Accounting  Date of the  Plan  Year.  If the
Employer's  Plan is a money  purchase  plan or a target  benefit  plan,  whether
Nonstandardized  or  Standardized,   the  Plan  conditions  benefit  accrual  on
employment  with the Employer on the last day of the Plan Year for the Plan Year
in which the Employer terminates the Plan.

(D) Other  Requirements.  If the Employer's  Adoption Agreement includes options
for other requirements affecting the Participant's accrual of benefits under the
Plan, the Advisory Committee will apply this Section 3.06 in accordance with the
Employer's Adoption Agreement selections.

(E)  Suspension  of Accrual  Requirements  Under  Nonstandardized  Plan.  If the
Employer's  Plan is a  Nonstandardized  Plan,  the  Employer  may  elect  in its
Adoption  Agreement to suspend the accrual  requirements  elected under Adoption
Agreement  Section 3.06 if, for any Plan Year beginning after December 31, 1989,
the Plan fails to satisfy the  Participation  Test or the Coverage  Test. A Plan
satisfies the Participation Test if, on each day of the Plan Year, the number of
Employees  who  benefit  under the Plan is at least equal to the lesser of 50 or
40% of the total number of Includible Employees as of such day. A Plan satisfies
the  Coverage  Test if, on the last day of each  quarter of the Plan  Year,  the
number of Nonhighly Compensated Employees who benefit under the Plan is at least
equal to 70% of the total number of Includible Nonhighly  Compensated  Employees
as of such day.  "Includible"  Employees are all Employees other than: (1) those
Employees  excluded from  participating  in the Plan for the entire Plan Year by
reason of the  collective  bargaining  unit exclusion or the  nonresident  alien
exclusion   under  Adoption   Agreement   Section  1.07  or  by  reason  of  the
participation  requirements  of Sections 2.01 and 2.03; and (2) any Employee who
incurs a Separation  from Service  during the Plan Year and fails to complete at
least 501 Hours of Service for the Plan Year. A "Nonhighly Compensated Employee"
is an Employee who is not a Highly Compensated  Employee and who is not a family
member aggregated with a Highly Compensated Employee pursuant to Section 1.09 of
the Plan.

    For purposes of the Participation Test and the Coverage Test, an Employee is
benefiting  under the Plan on a  particular  date if, under  Adoption  Agreement
Section  3.04,  he is entitled  to an  allocation  for the Plan Year.  Under the
Participation  Test,  when  determining  whether an  Employee  is entitled to an
allocation under Adoption  Agreement  Section 3.04, the Advisory  Committee will
disregard  any  allocation  required  solely by reason of the top heavy  minimum
allocation,  unless the top heavy minimum allocation is the only allocation made
under the Plan for the Plan Year.
If this Section 3.06(E) applies for a Plan Year, the Advisory Committee will
suspend  the  accrual   requirements  for  the  Includible   Employees  who  are
Participants,  beginning first with the Includible Employee(s) employed with the
Employer on the last day of the Plan Year,  then the Includible  Employee(s) who
have the latest  Separation from Service during the Plan Year, and continuing to
suspend  in  descending  order  the  accrual  requirements  for each  Includible
Employee who incurred an earlier Separation from Service, from the latest to the
earliest  Separation  from  Service  date,  until  the Plan  satisfies  both the
Participation  Test and the  Coverage  Test for the  Plan  Year.  If two or more
Includible  Employees  have a  Separation  from  Service  on the same  day,  the
Advisory Committee will suspend the accrual requirements for all such Includible
Employees,  irrespective of whether the Plan can satisfy the Participation  Test
and the Coverage  Test by accruing  benefits for fewer than all such  Includible
Employees.  If the Plan  suspends  the accrual  requirements  for an  Includible
Employee,  that Employee will share in the allocation of Employer  contributions
and Participant  forfeitures,  if any,  without regard to the number of Hours of
Service  he has  earned  for the Plan Year and  without  regard to whether he is
employed  by the  Employer on the last day of the Plan Year.  If the  Employer's
Plan includes Employer matching  contributions  subject to Code ss.401(m),  this
suspension of accrual  requirements  applies  separately  to the Code  ss.401(m)
portion  of the Plan,  and the  Advisory  Committee  will treat an  Employee  as
benefiting  under that  portion of the Plan if he is an  Eligible  Employee  for
purposes of the Code ss.401(m)  nondiscrimination  test. The Employer may modify
the operation of this Section 3.06(E) by electing  appropriate  modifications in
Section 3.06 of its Adoption Agreement.

Part 2. Limitations On Allocations: Sections 3.07 through 3.19

    [Note:  Sections 3.07 through 3.10 apply only to  Participants  in this Plan
who do not participate,  and who have never  participated,  in another qualified
plan or in a welfare benefit fund (as defined in Code  ss.419(e))  maintained by
the Employer.]

     3.07 The  amount  of Annual  Additions  which the  Advisory  Committee  may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum  Permissible  Amount.  If the amount the  Employer  otherwise
would contribute to the  Participant's  Account would cause the Annual Additions
for the Limitation Year to exceed the Maximum  Permissible  Amount, the Employer
will  reduce the amount of its  contribution  so the  Annual  Additions  for the
Limitation Year will equal the Maximum  Permissible  Amount. If an allocation of
Employer  contributions,  pursuant to Section  3.04,  would  result in an Excess
Amount (other than an Excess Amount resulting from the  circumstances  described
in Section  3.10) to the  Participant's  Account,  the Advisory  Committee  will
reallocate the Excess Amount to the remaining  Participants who are eligible for
an  allocation  of  Employer  contributions  for  the  Plan  Year in  which  the
Limitation Year ends. The Advisory  Committee will make this reallocation on the
basis  of the  allocation  method  under  the Plan as if the  Participant  whose
Account  otherwise  would  receive  the  Excess  Amount is not  eligible  for an
allocation of Employer contributions.

    3.08 Prior to the determination of the Participant's actual Compensation for
a Limitation Year, the Advisory Committee may determine the Maximum  Permissible
Amount on the basis of the Participant's  estimated annual Compensation for such
Limitation  Year.  The  Advisory  Committee  must make this  determination  on a
reasonable  and  uniform  basis for all  Participants  similarly  situated.  The
Advisory  Committee  must  reduce  any  Employer  contributions  (including  any
allocation of forfeitures) based on estimated annual  Compensation by any Excess
Amounts carried over from prior years.

    3.09 As soon as is administratively feasible after the end of the Limitation
Year, the Advisory  Committee will determine the Maximum  Permissible Amount for
such Limitation Year on the basis of the Participant's  actual  Compensation for
such Limitation Year.
3.10  If,  pursuant  to  Section  3.09,  or  because  of the  allocation  of
forfeitures,  there is an Excess  Amount  with  respect to a  Participant  for a
Limitation  Year,  the Advisory  Committee will dispose of such Excess Amount as
follows:

    (a) The Advisory Committee will return any nondeductible  voluntary Employee
    contributions  to the  Participant to the extent the return would reduce the
    Excess Amount.

    (b) If,  after the  application  of  paragraph  (a), an Excess  Amount still
    exists,  and the Plan covers the  Participant  at the end of the  Limitation
    Year,  then the Advisory  Committee will use the Excess  Amount(s) to reduce
    future  Employer  contributions  (including any  allocation of  forfeitures)
    under  the  Plan  for the  next  Limitation  Year  and for  each  succeeding
    Limitation  Year, as is necessary,  for the  Participant.  If the Employer's
    Plan is a profit  sharing  plan,  the  Participant  may  elect to limit  his
    Compensation  for allocation  purposes to the extent necessary to reduce his
    allocation for the  Limitation  Year to the Maximum  Permissible  Amount and
    eliminate the Excess Amount.

    (c) If,  after the  application  of  paragraph  (a), an Excess  Amount still
    exists,  and the  Plan  does not  cover  the  Participant  at the end of the
    Limitation  Year,  then the Advisory  Committee  will hold the Excess Amount
    unallocated  in a suspense  account.  The Advisory  Committee will apply the
    suspense account to reduce Employer  Contributions  (including allocation of
    forfeitures) for all remaining Participants in the next Limitation Year, and
    in each succeeding  Limitation  Year if necessary.  Neither the Employer nor
    any Employee may contribute to the Plan for any Limitation Year in which the
    Plan is unable to allocate fully a suspense account  maintained  pursuant to
    this paragraph (c).

    (d) The  Advisory  Committee  will not  distribute  any Excess  Amount(s) to
    Participants or to former Participants.

    [Note:  Sections  3.11  through  3.16 apply  only to  Participants  who,  in
addition  to this  Plan,  participate  in one or more  plans  (including  Paired
Plans),  all of which are  qualified  Master or Prototype  defined  contribution
plans or welfare benefit funds (as defined in Code ss.419(e))  maintained by the
Employer during the Limitation Year.]

    3.11 The  amount  of  Annual  Additions  which the  Advisory  Committee  may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed  the  Maximum  Permissible  Amount,  reduced  by the  sum  of any  Annual
Additions  allocated to the Participant's  Accounts for the same Limitation Year
under  this Plan and such other  defined  contribution  plan.  If the amount the
Employer otherwise would contribute to the Participant's Account under this Plan
would  cause  the  Annual  Additions  for the  Limitation  Year to  exceed  this
limitation,  the  Employer  will  reduce the amount of its  contribution  so the
Annual  Additions  under all such plans for the  Limitation  Year will equal the
Maximum Permissible Amount. If an allocation of Employer contributions, pursuant
to Section  3.04,  would result in an Excess Amount (other than an Excess Amount
resulting from the circumstances described in Section 3.10) to the Participant's
Account,  the  Advisory  Committee  will  reallocate  the  Excess  Amount to the
remaining   Participants   who  are  eligible  for  an  allocation  of  Employer
contributions  for the Plan Year in which the Limitation Year ends. The Advisory
Committee  will make this  reallocation  on the basis of the  allocation  method
under the Plan as if the Participant  whose Account  otherwise would receive the
Excess Amount is not eligible for an allocation of Employer contributions.

    3.12 Prior to the determination of the Participant's actual Compensation for
the Limitation  Year, the Advisory  Committee may determine the amounts referred
to in 3.11 above on the basis of the Participant's estimated annual Compensation
for such Limitation Year. The Advisory Committee will make this determination on
a reasonable  and uniform basis for all  Participants  similarly  situated.  The
Advisory Committee must reduce any Employer  contribution  (including allocation
of  forfeitures)  based on estimated  annual  Compensation by any Excess Amounts
carried over from prior years.
3.13 As soon as is administratively feasible after the end of the Limitation
Year, the Advisory  Committee will determine the amounts  referred to in 3.11 on
the basis of the Participant's actual Compensation for such Limitation Year.

    3.14  If  pursuant  to  Section  3.13,  or  because  of  the  allocation  of
forfeitures, a Participant's Annual Additions under this Plan and all such other
plans result in an Excess Amount, such Excess Amount will consist of the Amounts
last allocated. The Advisory Committee will determine the Amounts last allocated
by treating  the Annual  Additions  attributable  to a welfare  benefit  fund as
allocated  first,  irrespective of the actual  allocation date under the welfare
benefit fund.

    3.15 The Employer  must specify in its Adoption  Agreement the Excess Amount
attributed to this Plan, if the Advisory Committee allocates an Excess Amount to
a  Participant  on an  allocation  date of this  Plan  which  coincides  with an
allocation date of another plan.

    3.16 The Advisory Committee will dispose of any Excess Amounts attributed to
this Plan as provided in Section 3.10.

    [Note:  Section 3.17 applies only to  Participants  who, in addition to this
Plan,  participate  in one or more qualified  plans which are qualified  defined
contribution  plans  other than a Master or  Prototype  plan  maintained  by the
Employer during the Limitation Year.]

    3.17 SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions which the
Advisory Committee may allocate under this Plan on behalf of any Participant are
limited in  accordance  with the  provisions  of Section 3.11 through  3.16,  as
though  the other plan were a Master or  Prototype  plan,  unless  the  Employer
provides other  limitations in an addendum to the Adoption  Agreement,  numbered
Section 3.17.

    3.18 DEFINED BENEFIT PLAN  LIMITATION.  If the Employer  maintains a defined
benefit plan, or has ever  maintained a defined  benefit plan which the Employer
has  terminated,  then the sum of the  defined  benefit  plan  fraction  and the
defined  contribution  plan fraction for any Participant for any Limitation Year
must not exceed 1.0. The Employer  must  provide in Adoption  Agreement  Section
3.18 the manner in which the Plan will  satisfy  this  limitation.  The Employer
also must provide in its Adoption Agreement Section 3.18 the manner in which the
Plan will  satisfy the top heavy  requirements  of Code ss.416 after taking into
account the existence (or prior maintenance) of the defined benefit plan.

     3.19  DEFINITIONS - ARTICLE III. For purposes of Article III, the following
     terms mean:

    (a) "Annual Addition" - The sum of the following amounts allocated on behalf
    of a Participant for a Limitation  Year, of (i) all Employer  contributions;
    (ii) all forfeitures;  and (iii) all Employee  contributions.  Except to the
    extent provided in Treasury  regulations,  Annual  Additions  include excess
    contributions  described in Code ss.401(k),  excess aggregate  contributions
    described  in  Code  ss.401(m)  and  excess  deferrals   described  in  Code
    ss.402(g),  irrespective  of whether the plan  distributes  or forfeits such
    excess amounts.  Annual  Additions also include Excess Amounts  reapplied to
    reduce Employer  contributions  under Section 3.10.  Amounts allocated after
    March 31,  1984,  to an  individual  medical  account  (as  defined  in Code
    ss.415(l)(2))  included as part of a defined  benefit plan maintained by the
    Employer  are  Annual  Additions.   Furthermore,  Annual  Additions  include
    contributions  paid or accrued  after  December 31, 1985,  for taxable years
    ending after  December 31, 1985,  attributable  to  post-retirement  medical
    benefits  allocated to the separate account of a key employee (as defined in
    Code  ss.419A(d)(3))  under a  welfare  benefit  fund  (as  defined  in Code
    ss.419(e)) maintained by the Employer.
(b)  "Compensation"  - For purposes of applying the limitations of Part 2 of
    this Article III,  "Compensation"  means  Compensation as defined in Section
    1.12,  except   Compensation   does  not  include  elective   contributions,
    irrespective of whether the Employer has elected to include these amounts as
    Compensation under Section 1.12 of its Adoption Agreement, and any exclusion
    selected in Section 1.12 of the Adoption Agreement (other than the exclusion
    of elective contributions) does not apply.

    (c)  "Employer"  - The  Employer  that  adopts  this  Plan  and any  related
    employers  described  in Section  1.30.  Solely for purposes of applying the
    limitations  of Part 2 of this  Article III,  the  Advisory  Committee  will
    determine  related  employers  described in Section  1.30 by modifying  Code
    ss.ss.414(b) and (c) in accordance with Code ss.415(h).

    (d) "Excess Amount" - The excess  of the Participant's  Annual Additions for
    the Limitation Year over the Maximum Permissible Amount.

    (e)  "Limitation  Year" - The period selected by the Employer under Adoption
    Agreement  Section 1.17.  All  qualified  plans of the Employer must use the
    same  Limitation  Year.  If the  Employer  amends the  Limitation  Year to a
    different 12 consecutive month period, the new Limitation Year must begin on
    a date  within  the  Limitation  Year  for  which  the  Employer  makes  the
    amendment, creating a short Limitation Year.

    (f) "Master or Prototype  Plan" - A plan the form of which is the subject of
    a  favorable  notification  letter or a  favorable  opinion  letter from the
    Internal Revenue Service.

    (g)  "Maximum  Permissible  Amount" - The  lesser  of (i)  $30,000  (or,  if
    greater,  one-fourth of the defined  benefit  dollar  limitation  under Code
    ss.415(b)(1)(A)),  or (ii)  25% of the  Participant's  Compensation  for the
    Limitation  Year. If there is a short Limitation Year because of a change in
    Limitation  Year,  the  Advisory  Committee  will  multiply  the $30,000 (or
    adjusted) limitation by the following fraction:

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

    (h) "Defined  contribution  plan" - A retirement  plan which provides for an
    individual account for each participant and for benefits based solely on the
    amount contributed to the participant's  account, and any income,  expenses,
    gains and losses,  and any  forfeitures  of  accounts of other  participants
    which the plan may  allocate to such  participant's  account.  The  Advisory
    Committee  must  treat  all  defined  contribution  plans  (whether  or  not
    terminated) maintained by the Employer as a single plan. Solely for purposes
    of the  limitations  of Part 2 of this Article  III, the Advisory  Committee
    will treat employee  contributions made to a defined benefit plan maintained
    by the  Employer  as a separate  defined  contribution  plan.  The  Advisory
    Committee  also will  treat as a  defined  contribution  plan an  individual
    medical  account  (as  defined in Code  ss.415(l)(2))  included as part of a
    defined  benefit  plan  maintained  by the Employer  and, for taxable  years
    ending after December 31, 1985, a welfare  benefit fund under Code ss.419(e)
    maintained by the Employer to the extent there are  post-retirement  medical
    benefits  allocated to the separate account of a key employee (as defined in
    Code ss.419A(d)(3)).

    (i) "Defined  benefit  plan" - A retirement  plan which does not provide for
    individual accounts for Employer contributions.  The Advisory Committee must
    treat all defined  benefit plans (whether or not  terminated)  maintained by
    the Employer as a single plan.

[Note:  The  definitions  in  paragraphs  (j),  (k)  and (l)  apply  only if the
limitation described in Section 3.18 applies to the Employer's Plan.]
(j) "Defined benefit plan fraction" -

  Projected annual benefit of the Participant under the defined benefit plan(s)
 The lesser of (i) 125% (subject to the "100% limitation" in paragraph (l)) of
 the dollar limitation in effect under Code ss. 415(b)(1)(A) for the Limitation
      Year, or (ii) 140% of the Participant's average Compensation for his
                   high three (3) consecutive Years of Service

           To determine the denominator of this fraction, the Advisory Committee
    will make any adjustment  required under Code ss.415(b) and will determine a
    Year of  Service,  unless  otherwise  provided  in an  addendum  to Adoption
    Agreement  Section 3.18,  as a Plan Year in which the Employee  completed at
    least 1,000 Hours of Service.  The "projected  annual benefit" is the annual
    retirement  benefit  (adjusted to an  actuarially  equivalent  straight life
    annuity if the plan  expresses  such benefit in a form other than a straight
    life annuity or qualified  joint and  survivor  annuity) of the  Participant
    under the terms of the defined  benefit plan on the assumptions he continues
    employment  until his normal  retirement  age (or current  age, if later) as
    stated in the defined benefit plan, his  compensation  continues at the same
    rate as in effect in the Limitation Year under  consideration until the date
    of his  normal  retirement  age  and  all  other  relevant  factors  used to
    determine  benefits under the defined benefit plan remain constant as of the
    current Limitation Year for all future Limitation Years.

           Current Accrued Benefit.  If the Participant  accrued benefits in one
    or more defined  benefit  plans  maintained  by the  Employer  which were in
    existence on May 6, 1986, the dollar  limitation  used in the denominator of
    this  fraction  will not be less  than  the  Participant's  Current  Accrued
    Benefit.  A  Participant's  Current Accrued Benefit is the sum of the annual
    benefits under such defined  benefit plans which the Participant had accrued
    as of the  end  of the  1986  Limitation  Year  (the  last  Limitation  Year
    beginning before January 1, 1987),  determined  without regard to any change
    in the terms or conditions  of the Plan made after May 5, 1986,  and without
    regard to any cost of living  adjustment  occurring  after May 5, 1986. This
    Current  Accrued  Benefit  rule applies  only if the defined  benefit  plans
    individually and in the aggregate  satisfied the requirements of Code ss.415
    as in effect at the end of the 1986 Limitation Year.

    (k) "Defined contribution plan fraction" -

    The sum, as of the close of the Limitation Year, of the Annual Additions
       to the Participant's Account under the defined contribution plan(s)
            The sum of the lesser of the following amounts determined
 for the Limitation Year and for each prior Year of Service with the Employer:
      (i) 125% (subject to the "100% limitation" in paragraph (l)) of the
             dollar limitation in effect under Code ss.415(c)(1)(A)
              for the Limitation Year (determined without regard to
     the special dollar limitations for employee stock ownership plans), or
       (ii) 35% of the Participant's Compensation for the Limitation Year
For purposes of determining the defined  contribution  plan fraction,
    the Advisory  Committee  will not recompute  Annual  Additions in Limitation
    Years   beginning   prior  to  January  1,  1987,   to  treat  all  Employee
    contributions  as Annual  Additions.  If the Plan  satisfied Code ss.415 for
    Limitation Years beginning prior to January 1, 1987, the Advisory  Committee
    will  redetermine  the defined  contribution  plan  fraction and the defined
    benefit  plan  fraction  as of the  end  of the  1986  Limitation  Year,  in
    accordance with this Section 3.19. If the sum of the redetermined  fractions
    exceeds 1.0, the  Advisory  Committee  will  subtract  permanently  from the
    numerator of the defined  contribution  plan fraction an amount equal to the
    product of (1) the excess of the sum of the  fractions  over 1.0,  times (2)
    the  denominator of the defined  contribution  plan fraction.  In making the
    adjustment,  the Advisory Committee must disregard any accrued benefit under
    the defined benefit plan which is in excess of the Current Accrued  Benefit.
    This Plan continues any transitional  rules applicable to the  determination
    of the defined  contribution  plan fraction under the Employer's  Plan as of
    the end of the 1986 Limitation Year.

    (l)  "100%  limitation."  If  the  100%  limitation  applies,  the  Advisory
    Committee  must  determine  the  denominator  of the  defined  benefit  plan
    fraction and the  denominator of the defined  contribution  plan fraction by
    substituting  100% for 125%. If the Employer's Plan is a Standardized  Plan,
    the 100% limitation applies in all Limitation Years, subject to any override
    provisions under Section 3.18 of the Employer's Adoption  Agreement.  If the
    Employer  overrides  the 100%  limitation  under a  Standardized  Plan,  the
    Employer must specify in its Adoption Agreement the manner in which the Plan
    satisfies the extra minimum  benefit  requirement  of Code ss.416(h) and the
    100% limitation must continue to apply if the Plan's top heavy ratio exceeds
    90%. If the Employer's Plan is a  Nonstandardized  Plan, the 100% limitation
    applies  only if: (i) the Plan's top heavy  ratio  exceeds  90%; or (ii) the
    Plan's top heavy ratio is greater than 60%, and the Employer  does not elect
    in its Adoption  Agreement  Section 3.18 to provide extra  minimum  benefits
    which satisfy Code ss.416(h)(2).

                          * * * * * * * * * * * * * * *
ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

    4.01  PARTICIPANT  NONDEDUCTIBLE  CONTRIBUTIONS.  This Plan does not  permit
Participant  nondeductible  contributions unless the Employer maintains its Plan
under a Code ss.401(k) Adoption Agreement. If the Employer does not maintain its
Plan under a Code  ss.401(k)  Adoption  Agreement  and, prior to the adoption of
this Master Plan, the Plan accepted Participant nondeductible  contributions for
a Plan Year beginning after December 31, 1986, those  contributions must satisfy
the  requirements  of Code  ss.401(m).  This  Section 4.01 does not prohibit the
Plan's acceptance of Participant nondeductible  contributions prior to the first
Plan Year  commencing  after the Plan Year in which  the  Employer  adopts  this
Master Plan.

    4.02 PARTICIPANT DEDUCTIBLE  CONTRIBUTIONS.  A qualified Plan may not accept
Participant  deductible  contributions  after April 15, 1987. If the  Employer's
Plan includes Participant deductible  contributions ("DECs") made prior to April
16, 1987,  the Advisory  Committee  must maintain a separate  accounting for the
Participant's  Accrued Benefit  attributable  to DECs,  including DECs which are
part  of a  rollover  contribution  described  in  Section  4.03.  The  Advisory
Committee will treat the accumulated DECs as part of the  Participant's  Accrued
Benefit for all purposes of the Plan, except for purposes of determining the top
heavy ratio under  Section  1.33.  The  Advisory  Committee  may not use DECs to
purchase life insurance on the Participant's behalf.

    4.03  PARTICIPANT  ROLLOVER   CONTRIBUTIONS.   Any  Participant,   with  the
Employer's written consent and after filing with the Trustee the form prescribed
by the Advisory  Committee,  may contribute  cash or other property to the Trust
other  than as a  voluntary  contribution  if the  contribution  is a  "rollover
contribution"  which the Code permits an employee to transfer either directly or
indirectly from one qualified plan to another qualified plan. Before accepting a
rollover   contribution,   the  Trustee  may  require  an  Employee  to  furnish
satisfactory  evidence  that  the  proposed  transfer  is in  fact  a  "rollover
contribution"  which the Code permits an employee to make to a qualified plan. A
rollover contribution is not an Annual Addition under Part 2 of Article III.

    The Trustee will invest the rollover contribution in a segregated investment
Account  for the  Participant's  sole  benefit  unless the Trustee (or the Named
Fiduciary, in the case of a nondiscretionary  Trustee designation),  in its sole
discretion,  agrees to invest  the  rollover  contribution  as part of the Trust
Fund. The Trustee will not have any investment  responsibility with respect to a
Participant's  segregated rollover Account. The Participant,  however, from time
to  time,  may  direct  the  Trustee  in  writing  as to the  investment  of his
segregated  rollover Account in property,  or property  interests,  of any kind,
real,  personal or mixed;  provided however,  the Participant may not direct the
Trustee to make  loans to his  Employer.  A  Participant's  segregated  rollover
Account alone will bear any  extraordinary  expenses  resulting from investments
made at the direction of the  Participant.  As of the Accounting  Date (or other
valuation  date) for each Plan Year,  the Advisory  Committee  will allocate and
credit the net income (or net loss)  from a  Participant's  segregated  rollover
Account and the increase or decrease in the fair market value of the assets of a
segregated  rollover  Account solely to that Account.  The Trustee is not liable
nor  responsible  for  any  loss  resulting  to  any  Beneficiary,  nor  to  any
Participant,  by reason of any sale or  investment  made or other  action  taken
pursuant to and in  accordance  with the  direction of the  Participant.  In all
other  respects,  the Trustee will hold,  administer  and  distribute a rollover
contribution in the same manner as any Employer contribution made to the Trust.
An eligible Employee, prior to satisfying the Plan's eligibility conditions,
may make a rollover contribution to the Trust to the same extent and in the same
manner as a  Participant.  If an Employee makes a rollover  contribution  to the
Trust  prior to  satisfying  the Plan's  eligibility  conditions,  the  Advisory
Committee and Trustee must treat the Employee as a Participant  for all purposes
of the Plan except the Employee is not a Participant  for purposes of sharing in
Employer  contributions  or  Participant  forfeitures  under  the Plan  until he
actually  becomes a  Participant  in the Plan.  If the Employee has a Separation
from Service prior to becoming a  Participant,  the Trustee will  distribute his
rollover  contribution  Account  to him as if it were an  Employer  contribution
Account.

    4.04  PARTICIPANT  CONTRIBUTION -  FORFEITABILITY.  A Participant's  Accrued
Benefit  is, at all times,  100%  Nonforfeitable  to the extent the value of his
Accrued Benefit is derived from his Participant  contributions described in this
Article IV.

    4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.  A Participant,  by
giving prior written notice to the Trustee,  may withdraw all or any part of the
value  of  his  Accrued  Benefit  derived  from  his  Participant  contributions
described in this Article IV. A distribution of Participant  contributions  must
comply  with the joint and  survivor  requirements  described  in Article VI, if
those requirements apply to the Participant.  A Participant may not exercise his
right to withdraw the value of his Accrued  Benefit derived from his Participant
contributions  more than once during any Plan Year.  The Trustee,  in accordance
with the direction of the Advisory  Committee,  will  distribute a Participant's
unwithdrawn  Accrued Benefit  attributable to his Participant  contributions  in
accordance  with the provisions of Article VI applicable to the  distribution of
the Participant's Nonforfeitable Accrued Benefit.

    4.06 PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT. The Advisory Committee must
maintain a separate  Account(s) in the name of each  Participant  to reflect the
Participant's  Accrued  Benefit  under  the Plan  derived  from his  Participant
contributions.  A  Participant's  Accrued  Benefit  derived from his Participant
contributions  as of  any  applicable  date  is  the  balance  of  his  separate
Participant contribution Account(s).

                          * * * * * * * * * * * * * * *
ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

    5.01 NORMAL  RETIREMENT AGE. The Employer must define Normal  Retirement Age
in its Adoption Agreement. A Participant's Accrued Benefit derived from Employer
contributions  is 100%  Nonforfeitable  upon  and  after  his  attaining  Normal
Retirement Age (if employed by the Employer on or after that date).

    5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its Adoption
Agreement to provide a  Participant's  Accrued  Benefit  derived  from  Employer
contributions will be 100%  Nonforfeitable if the Participant's  Separation from
Service is a result of his death or his disability.

    5.03 VESTING  SCHEDULE.  Except as provided in Sections  5.01 and 5.02,  for
each Year of Service, a Participant's  Nonforfeitable  percentage of his Accrued
Benefit derived from Employer contributions equals the percentage in the vesting
schedule completed by the Employer in its Adoption Agreement.

(A) Election of Special  Vesting  Formula.  If the Trustee makes a  distribution
(other  than  a  cash-out   distribution   described  in  Section   5.04)  to  a
partially-vested  Participant, and the Participant has not incurred a Forfeiture
Break in Service at the relevant time,  the Advisory  Committee will establish a
separate Account for the  Participant's  Accrued  Benefit.  At any relevant time
following  the   distribution,   the  Advisory   Committee  will  determine  the
Participant's Nonforfeitable Accrued Benefit derived from Employer contributions
in accordance with the following formula: P(AB + (R x D)) - (R x D).

    To apply this formula,  "P" is the Participant's  current vesting percentage
at the relevant time, "AB" is the Participant's Employer-derived Accrued Benefit
at  the  relevant  time,  "R"  is  the  ratio  of  "AB"  to  the   Participant's
Employer-derived  Accrued Benefit immediately following the earlier distribution
and "D" is the amount of the earlier  distribution.  If, under a restated  Plan,
the Plan has made  distribution to a  partially-vested  Participant prior to its
restated  Effective  Date and is  unable  to apply the  cash-out  provisions  of
Section  5.04 to that prior  distribution,  this  special  vesting  formula also
applies to that Participant's remaining Account. The Employer, in an addendum to
its Adoption Agreement,  numbered Section 5.03, may elect to modify this formula
to read as follows: P(AB + D) - D.

    5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION OF
FORFEITED  ACCRUED  BENEFIT.  If,  pursuant  to Article  VI, a  partially-vested
Participant receives a cash-out distribution before he incurs a Forfeiture Break
in Service (as defined in Section 5.08), the cash-out  distribution  will result
in an immediate forfeiture of the nonvested portion of the Participant's Accrued
Benefit   derived   from   Employer   contributions.   See   Section   5.09.   A
partially-vested  Participant is a Participant whose  Nonforfeitable  Percentage
determined  under Section 5.03 is less than 100%. A cash-out  distribution  is a
distribution  of the entire  present value of the  Participant's  Nonforfeitable
Accrued Benefit.
(A) Restoration and Conditions upon Restoration. A partially-vested  Participant
who is re-employed by the Employer after  receiving a cash-out  distribution  of
the  Nonforfeitable  percentage of his Accrued Benefit may repay the Trustee the
amount of the  cash-out  distribution  attributable  to Employer  contributions,
unless the  Participant  no longer has a right to  restoration  by reason of the
conditions of this Section 5.04(A). If a partially-vested  Participant makes the
cash-out  distribution  repayment,  the  Advisory  Committee,   subject  to  the
conditions  of  this  Section   5.04(A),   must  restore  his  Accrued   Benefit
attributable to Employer  contributions  to the same dollar amount as the dollar
amount of his Accrued  Benefit on the Accounting  Date, or other valuation date,
immediately preceding the date of the cash-out distribution,  unadjusted for any
gains or losses occurring subsequent to that Accounting Date, or other valuation
date.  Restoration of the Participant's  Accrued Benefit includes restoration of
all Code ss.411(d)(6)  protected  benefits with respect to that restored Accrued
Benefit,  in  accordance  with  applicable  Treasury  regulations.  The Advisory
Committee  will not restore a re-employed  Participant's  Accrued  Benefit under
this paragraph if:

     (1) 5 years have elapsed since the Participant's  first  re-employment date
     with the Employer following the cash-out distribution; or

    (2) The  Participant  incurred a Forfeiture  Break in Service (as defined in
    Section  5.08).  This  condition  also  applies  if  the  Participant  makes
    repayment  within the Plan Year in which he incurs the  Forfeiture  Break in
    Service  and that  Forfeiture  Break in Service  would  result in a complete
    forfeiture of the amount the Advisory Committee otherwise would restore.

(B) Time and Method of Restoration.  If neither of the two conditions preventing
restoration of the Participant's Accrued Benefit applies, the Advisory Committee
will restore the  Participant's  Accrued  Benefit as of the Plan Year Accounting
Date  coincident  with or immediately  following the  repayment.  To restore the
Participant's Accrued Benefit, the Advisory Committee,  to the extent necessary,
will allocate to the Participant's Account:

    (1) First,  the amount,  if any, of  Participant  forfeitures  the  Advisory
    Committee would otherwise allocate under Section 3.05;

     (2) Second,  the  amount,  if any, of the Trust Fund net income or gain for
     the Plan Year; and

     (3) Third,  the Employer  contribution for the Plan Year to the extent made
     under a discretionary formula.

    In an addendum to its Adoption Agreement numbered 5.04(B),  the Employer may
eliminate as a means of restoration any of the amounts described in clauses (1),
(2) and (3) or may change the order of priority of these amounts.  To the extent
the amounts described in clauses (1), (2) and (3) are insufficient to enable the
Advisory  Committee  to  make  the  required  restoration,   the  Employer  must
contribute,  without regard to any requirement or condition of Section 3.01, the
additional  amount  necessary  to  enable  the  Advisory  Committee  to make the
required  restoration.  If, for a particular  Plan Year, the Advisory  Committee
must restore the Accrued Benefit of more than one re-employed Participant,  then
the  Advisory  Committee  will  make the  restoration  allocations  to each such
Participant's  Account  in the same  proportion  that a  Participant's  restored
amount for the Plan Year bears to the  restored  amount for the Plan Year of all
re-employed Participants.  The Advisory Committee will not take into account any
allocation  under this Section 5.04 in applying the  limitation  on  allocations
under Part 2 of Article III.
(C) 0% Vested  Participant.  The Employer must specify in its Adoption Agreement
whether the deemed cash-out rule applies to a 0% vested Participant. A 0% vested
Participant  is a  Participant  whose  Accrued  Benefit  derived  from  Employer
contributions  is  entirely  forfeitable  at the  time  of his  Separation  from
Service.  If the  Participant's  Account is not  entitled  to an  allocation  of
Employer  contributions  for the Plan  Year in which  he has a  Separation  from
Service, the Advisory Committee will apply the deemed cash-out rule as if the 0%
vested  Participant  received  a  cash-out  distribution  on  the  date  of  the
Participant's  Separation from Service. If the Participant's Account is entitled
to an allocation of Employer  contributions  or Participant  forfeitures for the
Plan Year in which he has a Separation from Service, the Advisory Committee will
apply the  deemed  cash-out  rule as if the 0%  vested  Participant  received  a
cash-out  distribution  on the first day of the first Plan Year beginning  after
his Separation from Service. For purposes of applying the restoration provisions
of  this  Section  5.04,  the  Advisory  Committee  will  treat  the  0%  vested
Participant  as repaying  his cash-out  "distribution"  on the first date of his
re-employment  with the Employer.  If the deemed cash-out rule does not apply to
the Employer's  Plan, a 0% vested  Participant will not incur a forfeiture until
he incurs a Forfeiture Break in Service.

    5.05  SEGREGATED  ACCOUNT FOR REPAID  AMOUNT.  Until the Advisory  Committee
restores the  Participant's  Accrued Benefit,  as described in Section 5.04, the
Trustee  will  invest  the  cash-out  amount  the  Participant  has  repaid in a
segregated  Account  maintained  solely for that  Participant.  The Trustee must
invest the amount in the Participant's  segregated  Account in Federally insured
interest  bearing  savings  account(s) or time  deposit(s)  (or a combination of
both), or in other fixed income  investments.  Until commingled with the balance
of the Trust Fund on the date the Advisory  Committee restores the Participant's
Accrued  Benefit,  the  Participant's  segregated  Account remains a part of the
Trust, but it alone shares in any income it earns and it alone bears any expense
or loss it incurs.  Unless the repayment  qualifies as a rollover  contribution,
the Advisory  Committee  will direct the Trustee to repay to the  Participant as
soon as is  administratively  practicable  the full amount of the  Participant's
segregated Account if the Advisory Committee determines either of the conditions
of Section 5.04(A)  prevents  restoration as of the applicable  Accounting Date,
notwithstanding the Participant's repayment.

    5.06 YEAR OF SERVICE - VESTING.  For purposes of vesting under Section 5.03,
Year  of  Service  means  any  12-consecutive  month  period  designated  in the
Employer's  Adoption  Agreement during which an Employee completes not less than
the number of Hours of Service (not exceeding 1,000) specified in the Employer's
Adoption Agreement.  A Year of Service includes any Year of Service earned prior
to the Effective Date of the Plan, except as provided in Section 5.08.

    5.07  BREAK  IN  SERVICE  -  VESTING.  For  purposes  of this  Article  V, a
Participant incurs a "Break in Service" if during any vesting computation period
he does not  complete  more than 500 Hours of Service.  If,  pursuant to Section
5.06, the Plan does not require more than 500 Hours of Service to receive credit
for a Year of  Service,  a  Participant  incurs a Break in  Service in a vesting
computation period in which he fails to complete a Year of Service.

    5.08 INCLUDED YEARS OF SERVICE - VESTING. For purposes of determining "Years
of Service" under Section 5.06, the Plan takes into account all Years of Service
an Employee completes with the Employer except:

    (a) For the sole  purpose  of  determining  a  Participant's  Nonforfeitable
    percentage of his Accrued Benefit derived from Employer  contributions which
    accrued for his benefit  prior to a  Forfeiture  Break in Service,  the Plan
    disregards  any  Year of  Service  after  the  Participant  first  incurs  a
    Forfeiture  Break in Service.  The Participant  incurs a Forfeiture Break in
    Service when he incurs 5 consecutive Breaks in Service.
(b) The Plan  disregards any Year of Service  excluded under the Employer's
     Adoption Agreement. The Plan does not apply the Break in Service rule under
     Codess.411(a)(6)(B).  Therefore,  an Employee  need not  complete a Year of
     Service  after a Break in Service  before the Plan takes into  account  the
     Employee's otherwise includible Years of Service under this Article V.

   5.09 FORFEITURE OCCURS.  A Participant's  forfeiture,  if any, of his Accrued
Benefit derived from Employer contributions occurs under the Plan on the earlier
of:

     (a) The last day of the vesting computation period in which the Participant
     first incurs a Forfeiture Break in Service; or

     (b) The date the Participant receives a cash-out distribution.

    The Advisory Committee determines the percentage of a Participant's  Accrued
Benefit  forfeiture,  if any, under this Section 5.09 solely by reference to the
vesting  schedule of Section 5.03. A Participant does not forfeit any portion of
his Accrued  Benefit for any other reason or cause except as expressly  provided
by this Section 5.09 or as provided under Section 9.14.

                          * * * * * * * * * * * * * * *
ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS

    6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.  Unless,  pursuant to Section 6.03,
the  Participant  or the  Beneficiary  elects in writing to a different  time or
method of payment,  the Advisory  Committee  will direct the Trustee to commence
distribution  of a  Participant's  Nonforfeitable  Accrued Benefit in accordance
with  this  Section  6.01.  A  Participant  must  consent,  in  writing,  to any
distribution  required  under  this  Section  6.01 if the  present  value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution to
the  Participant,  exceeds $3,500 and the Participant has not attained the later
of Normal Retirement Age or age 62. Furthermore,  the Participant's  spouse also
must consent, in writing,  to any distribution,  for which Section 6.04 requires
the spouse's  consent.  For all  purposes of this Article VI, the term  "annuity
starting  date" means the first day of the first  period for which the Plan pays
an amount as an annuity or in any other  form.  A  distribution  date under this
Article VI, unless otherwise specified within the Plan, is the date or dates the
Employer  specifies in the Adoption  Agreement,  or as soon as  administratively
practicable  following  that  distribution  date.  For  purposes  of the consent
requirements  under this Article VI, if the present  value of the  Participant's
Nonforfeitable Accrued Benefit, at the time of any distribution, exceeds $3,500,
the Advisory  Committee  must treat that present  value as exceeding  $3,500 for
purposes of all subsequent Plan distributions to the Participant.

(A) Separation from Service For a Reason Other Than Death.

    (1)  Participant's  Nonforfeitable  Accrued Benefit Not Exceeding $3,500. If
the  Participant's  Separation  from Service is for any reason other than death,
the Advisory  Committee will direct the Trustee to distribute the  Participant's
Nonforfeitable  Accrued  Benefit  in a lump sum,  on the  distribution  date the
Employer  specifies  in the Adoption  Agreement,  but in no event later than the
60th day following the close of the Plan Year in which the  Participant  attains
Normal  Retirement Age. If the Participant has attained Normal Retirement Age at
the time of his Separation from Service,  the distribution  under this paragraph
will  occur no later than the 60th day  following  the close of the Plan Year in
which the Participant's Separation from Service occurs.

    (2)  Participant's  Nonforfeitable  Accrued Benefit  Exceeds $3,500.  If the
Participant's  Separation  from Service is for any reason other than death,  the
Advisory  Committee  will  direct the Trustee to  commence  distribution  of the
Participant's  Nonforfeitable  Accrued Benefit in a form and at the time elected
by the  Participant,  pursuant to Section 6.03. In the absence of an election by
the  Participant,  the Advisory  Committee will direct the Trustee to distribute
the  Participant's  Nonforfeitable  Accrued  Benefit  in  a  lump  sum  (or,  if
applicable,  the normal  annuity form of  distribution  required  under  Section
6.04),  on the 60th day following the close of the Plan Year in which the latest
of the following events occurs:  (a) the Participant  attains Normal  Retirement
Age; (b) the  Participant  attains age 62; or (c) the  Participant's  Separation
from Service.

    (3) Disability.  If the Participant's  Separation from Service is because of
his  disability,  the  Advisory  Committee  will  direct the  Trustee to pay the
Participant's  Nonforfeitable  Accrued Benefit in lump sum, on the  distribution
date the Employer specifies in the Adoption Agreement, subject to the notice and
consent  requirements of this Article VI and subject to the applicable mandatory
commencement dates described in Paragraphs (1) and (2).
(4)  Hardship.  Prior to the  time at  which  the  Participant  may  receive
distribution  under  Paragraphs  (1), (2) or (3), the  Participant may request a
distribution from his  Nonforfeitable  Accrued Benefit in an amount necessary to
satisfy a hardship,  if the Employer elects in the Adoption  Agreement to permit
hardship  distributions.  Unless the Employer  elects  otherwise in the Adoption
Agreement,  a hardship  distribution must be on account of any of the following:
(a) medical  expenses;  (b) the purchase  (excluding  mortgage  payments) of the
Participant's principal residence; (c) post-secondary education tuition, for the
next semester or quarter,  for the Participant or for the Participant's  spouse,
children or dependents;  (d) to prevent the eviction of the Participant from his
principal  residence or the  foreclosure  on the  mortgage of the  Participant's
principal residence; (e) funeral expenses of the Participant's family member; or
(f) the Participant's disability. A partially-vested Participant may not receive
a hardship distribution  described in this Paragraph (A)(4) prior to incurring a
Forfeiture  Break in Service,  unless the  hardship  distribution  is a cash-out
distribution  (as defined in Article V). The Advisory  Committee will direct the
Trustee  to  make  the  hardship   distribution  as  soon  as   administratively
practicable  after  the  Participant  makes a  valid  request  for the  hardship
distribution.

(B) Required  Beginning Date. If any  distribution  commencement  date described
under  Paragraph  (A) of this  Section  6.01,  either  by Plan  provision  or by
Participant election (or nonelection),  is later than the Participant's Required
Beginning Date, the Advisory  Committee  instead must direct the Trustee to make
distribution  on the  Participant's  Required  Beginning  Date,  subject  to the
transitional  election,  if applicable,  under Section 6.03(D).  A Participant's
Required  Beginning Date is the April 1 following the close of the calendar year
in which the Participant attains age 70 1/2. However, if the Participant,  prior
to incurring a Separation from Service,  attained age 70 1/2 by January 1, 1988,
and,  for the five Plan Year  period  ending  in the  calendar  year in which he
attained age 70 1/2 and for all subsequent years, the Participant was not a more
than 5% owner, the Required Beginning Date is the April 1 following the close of
the  calendar  year in which  the  Participant  separates  from  Service  or, if
earlier,  the  April 1  following  the close of the  calendar  year in which the
Participant becomes a more than 5% owner. Furthermore,  if a Participant who was
not a more than 5% owner  attained  age 70 1/2  during  1988 and did not incur a
Separation from Service prior to January 1, 1989, his Required Beginning Date is
April 1, 1990. A mandatory  distribution at the Participant's Required Beginning
Date  will be in lump  sum  (or,  if  applicable,  the  normal  annuity  form of
distribution  required under Section 6.04) unless the  Participant,  pursuant to
the  provisions  of this  Article  VI,  makes a valid  election  to  receive  an
alternative form of payment.

(C) Death of the Participant. The Advisory Committee will direct the Trustee, in
accordance  with  this  Section  6.01(C),  to  distribute  to the  Participant's
Beneficiary the  Participant's  Nonforfeitable  Accrued Benefit remaining in the
Trust at the time of the  Participant's  death.  Subject to the  requirements of
Section  6.04,  the  Advisory  Committee  will  determine  the death  benefit by
reducing  the  Participant's  Nonforfeitable  Accrued  Benefit  by any  security
interest the Plan has against that  Nonforfeitable  Accrued Benefit by reason of
an outstanding Participant loan.

    (1) Deceased  Participant's  Nonforfeitable  Accrued Benefit Does Not Exceed
$3,500.  The Advisory  Committee,  subject to the  requirements of Section 6.04,
must direct the Trustee to distribute the deceased Participant's  Nonforfeitable
Accrued  Benefit  in a  single  sum,  as  soon as  administratively  practicable
following the  Participant's  death or, if later, the date on which the Advisory
Committee  receives  notification  of or otherwise  confirms  the  Participant's
death.
(2) Deceased  Participant's  Nonforfeitable  Accrued Benefit Exceeds $3,500.
The  Advisory  Committee  will direct the  Trustee to  distribute  the  deceased
Participant's Nonforfeitable Accrued Benefit at the time and in the form elected
by the Participant or, if applicable by the Beneficiary, as permitted under this
Article  VI. In the  absence  of an  election,  subject to the  requirements  of
Section 6.04,  the Advisory  Committee will direct the Trustee to distribute the
Participant's undistributed  Nonforfeitable Accrued Benefit in a lump sum on the
first  distribution  date  following  the  close of the Plan  Year in which  the
Participant's  death occurs or, if later, the first  distribution date following
the date the Advisory Committee  receives  notification of or otherwise confirms
the Participant's death.

    If the death  benefit  is  payable  in full to the  Participant's  surviving
spouse,  the surviving spouse, in addition to the distribution  options provided
in this  Section  6.01(C),  may  elect  distribution  at any time or in any form
(other than a joint and  survivor  annuity)  this  Article VI would permit for a
Participant.

    6.02  METHOD  OF  PAYMENT  OF  ACCRUED  BENEFIT.   Subject  to  the  annuity
distribution  requirements,   if  any,  prescribed  by  Section  6.04,  and  any
restrictions  prescribed by Section 6.03, a Participant or Beneficiary may elect
distribution  under one, or any combination,  of the following  methods:  (a) by
payment  in a lump  sum;  or (b) by  payment  in  monthly,  quarterly  or annual
installments  over a fixed  reasonable  period of time,  not  exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy of
the  Participant  and his  Beneficiary.  The  Employer may elect in its Adoption
Agreement to modify the methods of payment available under this Section 6.02.

    The  distribution  options  permitted  under this Section 6.02 are available
only if the present value of the Participant  Nonforfeitable Accrued Benefit, at
the time of the distribution to the Participant,  exceeds $3,500.  To facilitate
installment  payments  under this Article VI, the Advisory  Committee may direct
the Trustee to segregate all or any part of the Participant's Accrued Benefit in
a separate Account. The Trustee will invest the Participant's segregated Account
in Federally insured interest bearing savings  account(s) or time deposit(s) (or
a  combination  of both),  or in other fixed  income  investments.  A segregated
Account remains a part of the Trust, but it alone shares in any income it earns,
and it alone bears any expense or loss it incurs.  A Participant  or Beneficiary
may  elect  to  receive   an   installment   distribution   in  the  form  of  a
Nontransferable  Annuity  Contract.  Under  an  installment  distribution,   the
Participant or Beneficiary,  at any time, may elect to accelerate the payment of
all, or any portion, of the Participant's unpaid Nonforfeitable Accrued Benefit,
subject to the requirements of Section 6.04.
(A) Minimum Distribution  Requirements for Participants.  The Advisory Committee
may not  direct the  Trustee  to  distribute  the  Participant's  Nonforfeitable
Accrued Benefit,  nor may the Participant  elect to have the Trustee  distribute
his Nonforfeitable  Accrued Benefit,  under a method of payment which, as of the
Required Beginning Date, does not satisfy the minimum distribution  requirements
under Code  ss.401(a)(9) and the applicable  Treasury  regulations.  The minimum
distribution for a calendar year equals the Participant's Nonforfeitable Accrued
Benefit as of the latest  valuation date preceding the beginning of the calendar
year divided by the Participant's  life expectancy or, if applicable,  the joint
and last survivor  expectancy of the Participant and his designated  Beneficiary
(as  determined  under Article  VIII,  subject to the  requirements  of the Code
ss.401(a)(9)   regulations).   The   Advisory   Committee   will   increase  the
Participant's  Nonforfeitable  Accrued  Benefit,  as  determined on the relevant
valuation date, for  contributions or forfeitures  allocated after the valuation
date and by December 31 of the valuation  calendar  year,  and will decrease the
valuation by  distributions  made after the valuation date and by December 31 of
the  valuation  calendar  year.  For  purposes of this  valuation,  the Advisory
Committee  will treat any  portion  of the  minimum  distribution  for the first
distribution  calendar year made after the close of that year as a  distribution
occurring  in that first  distribution  calendar  year.  In  computing a minimum
distribution,  the  Advisory  Committee  must  use the  unisex  life  expectancy
multiples under Treas. Reg.  ss.1.72-9.  The Advisory  Committee,  only upon the
Participant's  written  request,  will  compute the minimum  distribution  for a
calendar year  subsequent to the first calendar year for which the Plan requires
a minimum distribution by redetermining the applicable life expectancy. However,
the Advisory  Committee  may not  redetermine  the joint life and last  survivor
expectancy of the Participant and a nonspouse designated Beneficiary in a manner
which takes into  account any  adjustment  to a life  expectancy  other than the
Participant's life expectancy.

    If the Participant's spouse is not his designated  Beneficiary,  a method of
payment to the  Participant  (whether  by  Participant  election  or by Advisory
Committee  direction)  may not  provide  more than  incidental  benefits  to the
Beneficiary.  For Plan Years  beginning  after  December 31, 1988, the Plan must
satisfy the minimum distribution  incidental benefit ("MDIB") requirement in the
Treasury regulations issued under Code ss.401(a)(9) for distributions made on or
after the  Participant's  Required  Beginning Date and before the  Participant's
death. To satisfy the MDIB requirement,  the Advisory Committee will compute the
minimum  distribution  required  by this  Section  6.02(A) by  substituting  the
applicable MDIB divisor for the applicable life expectancy  factor,  if the MDIB
divisor is a lesser  number.  Following the  Participant's  death,  the Advisory
Committee will compute the minimum distribution required by this Section 6.02(A)
solely on the basis of the applicable life expectancy  factor and will disregard
the MDIB factor.  For Plan Years  beginning  prior to January 1, 1989,  the Plan
satisfies  the  incidental  benefits  requirement  if the  distributions  to the
Participant  satisfied  the  MDIB  requirement  or if the  present  value of the
retirement benefits payable solely to the Participant is greater than 50% of the
present  value  of the  total  benefits  payable  to  the  Participant  and  his
Beneficiaries.  The Advisory  Committee must determine  whether  benefits to the
Beneficiary are incidental as of the date the Trustee is to commence  payment of
the  retirement  benefits  to the  Participant,  or as of any date  the  Trustee
redetermines the payment period to the Participant.

    The minimum distribution for the first distribution  calendar year is due by
the  Participant's  Required  Beginning Date. The minimum  distribution for each
subsequent  distribution calendar year, including the calendar year in which the
Participant's  Required  Beginning  Date  occurs,  is due by December 31 of that
year. If the Participant receives  distribution in the form of a Nontransferable
Annuity  Contract,  the  distribution  satisfies  this  Section  6.02(A)  if the
contract  complies with the requirements of Code ss.401(a)(9) and the applicable
Treasury regulations.
(B)  Minimum  Distribution   Requirements  for  Beneficiaries.   The  method  of
distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9) and
the applicable Treasury regulations. If the Participant's death occurs after his
Required  Beginning Date or, if earlier,  the date the Participant  commences an
irrevocable  annuity  pursuant  to  Section  6.04,  the method of payment to the
Beneficiary  must provide for completion of payment over a period which does not
exceed the  payment  period  which had  commenced  for the  Participant.  If the
Participant's  death  occurs  prior  to his  Required  Beginning  Date,  and the
Participant had not commenced an irrevocable  annuity  pursuant to Section 6.04,
the method of payment to the Beneficiary,  subject to Section 6.04, must provide
for completion of payment to the Beneficiary over a period not exceeding:  (i) 5
years after the date of the Participant's death; or (ii) if the Beneficiary is a
designated  Beneficiary,  the  designated  Beneficiary's  life  expectancy.  The
Advisory  Committee may not direct payment of the  Participant's  Nonforfeitable
Accrued  Benefit over a period  described in clause (ii) unless the Trustee will
commence  payment to the  designated  Beneficiary  no later than the December 31
following  the  close of the  calendar  year in which  the  Participant's  death
occurred  or, if later,  and the  designated  Beneficiary  is the  Participant's
surviving  spouse,  December 31 of the  calendar  year in which the  Participant
would  have  attained  age 70 1/2.  If the  Trustee  will make  distribution  in
accordance with clause (ii), the minimum distribution for a calendar year equals
the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding  the  beginning  of  the  calendar  year  divided  by  the  designated
Beneficiary's  life expectancy.  The Advisory Committee must use the unisex life
expectancy  multiples under Treas. Reg.  ss.1.72-9 for purposes of applying this
paragraph.  The  Advisory  Committee,  only  upon  the  written  request  of the
Participant or of the Participant's  surviving spouse, will recalculate the life
expectancy  of the  Participant's  surviving  spouse  not more  frequently  than
annually,  but may not recalculate the life expectancy of a nonspouse designated
Beneficiary after the Trustee  commences payment to the designated  Beneficiary.
The Advisory  Committee will apply this paragraph by treating any amount paid to
the Participant's  child,  which becomes payable to the Participant's  surviving
spouse  upon  the  child's  attaining  the  age  of  majority,  as  paid  to the
Participant's  surviving  spouse.  Upon the Beneficiary's  written request,  the
Advisory  Committee must direct the Trustee to accelerate payment of all, or any
portion,   of  the   Participant's   unpaid   Accrued   Benefit,   as   soon  as
administratively practicable following the effective date of that request.

    6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not later than
30 days, before the Participant's  annuity starting date, the Advisory Committee
must  provide  a benefit  notice to a  Participant  who is  eligible  to make an
election  under this Section 6.03.  The benefit notice must explain the optional
forms of benefit in the Plan,  including  the  material  features  and  relative
values of those options, and the Participant's right to defer distribution until
he attains the later of Normal Retirement Age or age 62.

    If a Participant or Beneficiary makes an election prescribed by this Section
6.03,  the  Advisory  Committee  will  direct  the  Trustee  to  distribute  the
Participant's  Nonforfeitable  Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the  requirements  of Section
6.02 and of Section 6.04. The  Participant or Beneficiary  must make an election
under this Section 6.03 by filing his  election  with the Advisory  Committee at
any time  before the Trustee  otherwise  would  commence to pay a  Participant's
Accrued Benefit in accordance with the requirements of Article VI.
(A) Participant Elections After Separation from Service. If the present value of
a Participant's  Nonforfeitable  Accrued Benefit exceeds $3,500, he may elect to
have the Trustee  commence  distribution as of any  distribution  date permitted
under the  Employer's  Adoption  Agreement  Section 6.03.  The  Participant  may
reconsider an election at any time prior to the annuity  starting date and elect
to commence  distribution as of any other  distribution date permitted under the
Employer's   Adoption   Agreement   Section   6.03.   If  the   Participant   is
partially-vested in his Accrued Benefit, an election under this Paragraph (A) to
distribute  prior to the  Participant's  incurring a Forfeiture Break in Service
(as defined in Section 5.08), must be in the form of a cash-out distribution (as
defined in Article V). A Participant may not receive a cash-out distribution if,
prior to the time the Trustee  actually  makes the  cash-out  distribution,  the
Participant returns to employment with the Employer. Following his attainment of
Normal  Retirement  Age, a Participant  who has separated from Service may elect
distribution as of any  distribution  date,  irrespective of the elections under
Adoption Agreement Section 6.03.

(B) Participant  Elections  Prior to Separation from Service.  The Employer must
specify in its Adoption  Agreement the distribution  election rights,  if any, a
Participant has prior to his Separation from Service. A Participant must make an
election  under  this  Section  6.03(B)  on a form  prescribed  by the  Advisory
Committee  at any time  during  the Plan Year for which  his  election  is to be
effective.  In his written election, the Participant must specify the percentage
or dollar amount he wishes the Trustee to  distribute to him. The  Participant's
election  relates  solely to the  percentage or dollar  amount  specified in his
election  form and his  right  to elect to  receive  an  amount,  if any,  for a
particular  Plan Year greater than the dollar amount or percentage  specified in
his election form  terminates on the  Accounting  Date.  The Trustee must make a
distribution to a Participant in accordance with his election under this Section
6.03(B)  within the 90 day period (or as soon as  administratively  practicable)
after the Participant  files his written election with the Trustee.  The Trustee
will distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to his election(s) in accordance with the other distribution provisions
of this Plan.

(C) Death Benefit Elections.  If the present value of the deceased Participant's
Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's Beneficiary may
elect to have the Trustee  distribute the Participant's  Nonforfeitable  Accrued
Benefit  in a form  and  within a  period  permitted  under  Section  6.02.  The
Beneficiary's  election is subject to any restrictions  designated in writing by
the Participant and not revoked as of his date of death.

(D) Transitional Elections.  Notwithstanding the provisions of Sections 6.01 and
6.02,  if  the  Participant  (or  Beneficiary)  signed  a  written  distribution
designation prior to January 1, 1984, the Advisory Committee must distribute the
Participant's   Nonforfeitable   Accrued   Benefit  in   accordance   with  that
designation,  subject however, to the survivor requirements,  if applicable,  of
Sections 6.04,  6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution  designation,  and the Advisory Committee will not comply with that
designation,  if any of the following  applies:  (1) the method of  distribution
would  have  disqualified  the Plan  under  Code  ss.401(a)(9)  as in  effect on
December 31, 1983;  (2) the  Participant  did not have an Accrued  Benefit as of
December 31, 1983; (3) the distribution  designation does not specify the timing
and form of the distribution and the death Beneficiaries (in order of priority);
(4) the  substitution  of a  Beneficiary  modifies  the  payment  period  of the
distribution;  or, (5) the Participant (or Beneficiary)  modifies or revokes the
distribution  designation.   In  the  event  of  a  revocation,  the  Plan  must
distribute, no later than December 31 of the calendar year following the year of
revocation,  the amount which the Participant  would have received under Section
6.02(A)  if the  distribution  designation  had not been in  effect  or,  if the
Beneficiary  revokes  the  distribution   designation,   the  amount  which  the
Beneficiary  would have  received  under  Section  6.02(B)  if the  distribution
designation  had not been in  effect.  The  Advisory  Committee  will apply this
Section 6.03(D) to rollovers and transfers in accordance with Part J of the Code
ss.401(a)(9) Treasury regulations.
6.04   ANNUITY  DISTRIBUTIONS  TO  PARTICIPANTS  AND  SURVIVING  SPOUSES.
           -----------------------------------------------------------------

(A) Joint and Survivor Annuity.  The Advisory  Committee must direct the Trustee
to  distribute  a married  or  unmarried  Participant's  Nonforfeitable  Accrued
Benefit  in the form of a  qualified  joint and  survivor  annuity,  unless  the
Participant makes a valid waiver election (described in Section 6.05) within the
90 day  period  ending on the  annuity  starting  date.  If,  as of the  annuity
starting  date,  the  Participant  is married,  a qualified  joint and  survivor
annuity is an immediate  annuity  which is  purchasable  with the  Participant's
Nonforfeitable  Accrued  Benefit  and  which  provides  a life  annuity  for the
Participant  and a  survivor  annuity  payable  for  the  remaining  life of the
Participant's surviving spouse equal to 50% of the amount of the annuity payable
during the life of the  Participant.  If, as of the annuity  starting  date, the
Participant  is not  married,  a  qualified  joint and  survivor  annuity  is an
immediate  life  annuity  for the  Participant  which  is  purchasable  with the
Participant's  Nonforfeitable Accrued Benefit. On or before the annuity starting
date,  the Advisory  Committee,  without  Participant or spousal  consent,  must
direct the Trustee to pay the Participant's  Nonforfeitable Accrued Benefit in a
lump sum, in lieu of a qualified joint and survivor annuity,  in accordance with
Section 6.01, if the Participant's Nonforfeitable Accrued Benefit is not greater
than  $3,500.  This  Section  6.04(A)  applies  only  to a  Participant  who has
completed at least one Hour of Service with the Employer after August 22, 1984.

(B) Preretirement  Survivor Annuity.  If a married Participant dies prior to his
annuity  starting  date,  the  Advisory  Committee  will  direct the  Trustee to
distribute a portion of the Participant's  Nonforfeitable Accrued Benefit to the
Participant's  surviving spouse in the form of a preretirement survivor annuity,
unless the  Participant  has a valid waiver  election  (as  described in Section
6.06) in effect,  or unless the  Participant  and his  spouse  were not  married
throughout the one year period ending on the date of his death. A  preretirement
survivor   annuity  is  an  annuity  which  is  purchasable   with  50%  of  the
Participant's  Nonforfeitable  Accrued Benefit (determined as of the date of the
Participant's  death)  and which is  payable  for the life of the  Participant's
surviving  spouse.   The  value  of  the   preretirement   survivor  annuity  is
attributable to Employer contributions and to Employee contributions in the same
proportion as the Participant's  Nonforfeitable  Accrued Benefit is attributable
to those contributions.  The portion of the Participant's Nonforfeitable Accrued
Benefit  not  payable  under this  paragraph  is  payable  to the  Participant's
Beneficiary,  in accordance with the other provisions of this Article VI. If the
present value of the preretirement  survivor annuity does not exceed $3,500, the
Advisory  Committee,  on or before the annuity  starting  date,  must direct the
Trustee to make a lump sum distribution to the  Participant's  surviving spouse,
in lieu of a preretirement  survivor annuity.  This Section 6.04(B) applies only
to a  Participant  who dies after August 22, 1984,  and either (i)  completes at
least one Hour of Service  with the  Employer  after  August 22,  1984,  or (ii)
separated  from Service with at least 10 Years of Service (as defined in Section
5.06) and  completed  at least one Hour of Service  with the  Employer in a Plan
Year beginning after December 31, 1975.

(C)  Surviving  Spouse  Elections.  If the  present  value of the  preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect to
have the Trustee commence payment of the  preretirement  survivor annuity at any
time  following  the date of the  Participant's  death,  but not later  than the
mandatory  distribution  periods described in Section 6.02, and may elect any of
the forms of payment  described in Section  6.02,  in lieu of the  preretirement
survivor  annuity.  In the absence of an election by the surviving  spouse,  the
Advisory  Committee  must direct the  Trustee to  distribute  the  preretirement
survivor annuity on the first  distribution date following the close of the Plan
Year in which the latest of the following events occurs:  (i) the  Participant's
death;  (ii)  the  date  the  Advisory  Committee  receives  notification  of or
otherwise confirms the Participant's death; (iii) the date the Participant would
have attained Normal Retirement Age; or (iv) the date the Participant would have
attained age 62.
(D) Special  Rules.  If the  Participant  has in effect a valid waiver  election
regarding the qualified joint and survivor annuity or the preretirement survivor
annuity,  the  Advisory  Committee  must  direct the Trustee to  distribute  the
Participant's  Nonforfeitable  Accrued Benefit in accordance with Sections 6.01,
6.02  and  6.03.   The  Advisory   Committee   will  reduce  the   Participant's
Nonforfeitable  Accrued Benefit by any security interest (pursuant to any offset
rights  authorized  by  Section  10.03[E])  held  by the  Plan  by  reason  of a
Participant  loan to  determine  the value of the  Participant's  Nonforfeitable
Accrued  Benefit  distributable  in the form of a qualified  joint and  survivor
annuity or preretirement  survivor  annuity,  provided any post-August 18, 1985,
loan satisfied the spousal consent requirement  described in Section 10.03[E] of
the Plan.  For  purposes of applying  this  Article VI, the  Advisory  Committee
treats a former spouse as the  Participant's  spouse or surviving  spouse to the
extent provided under a qualified  domestic relations order described in Section
6.07. The provisions of this Section 6.04, and of Sections 6.05 and 6.06,  apply
separately to the portion of the  Participant's  Nonforfeitable  Accrued Benefit
subject to the  qualified  domestic  relations  order and to the  portion of the
Participant's Nonforfeitable Accrued Benefit not subject to that order.

(E) Profit  Sharing Plan  Election.  If this Plan is a profit  sharing plan, the
Employer must elect the extent to which the preceding provisions of Section 6.04
apply.  If the Employer  elects to apply this Section 6.04 only to a Participant
described in this Section 6.04(E), the preceding provisions of this Section 6.04
apply only to the following Participants: (1) a Participant as respects whom the
Plan is a direct or indirect  transferee  from a plan subject to the Code ss.417
requirements and the Plan received the transfer after December 31, 1984,  unless
the  transfer  is  an  elective  transfer  described  in  Section  13.06;  (2) a
Participant who elects a life annuity  distribution  (if Section 6.02 or Section
13.02 of the Plan  requires  the Plan to  provide  a life  annuity  distribution
option);  and (3) a  Participant  whose  benefits  under a defined  benefit plan
maintained by the Employer are offset by benefits  provided  under this Plan. If
the  Employer  elects  to  apply  this  Section  6.04 to all  Participants,  the
preceding provisions of this Section 6.04 apply to all Participants described in
the first two paragraphs of this Section 6.04, without regard to the limitations
of this Section  6.04(E).  Sections 6.05 and 6.06 only apply to  Participants to
whom the preceding provisions of this Section 6.04 apply.

    6.05 WAIVER  ELECTION - QUALIFIED  JOINT AND SURVIVOR  ANNUITY.  Not earlier
than 90 days,  but not later  than 30 days,  before  the  Participant's  annuity
starting  date, the Advisory  Committee  must provide the  Participant a written
explanation  of the terms and  conditions  of the  qualified  joint and survivor
annuity,  the  Participant's  right to make,  and the effect of, an  election to
waive the joint and survivor  form of benefit,  the rights of the  Participant's
spouse  regarding the waiver election and the  Participant's  right to make, and
the effect of, a revocation  of a waiver  election.  The Plan does not limit the
number of times the  Participant  may revoke a waiver of the qualified joint and
survivor annuity or make a new waiver during the election period.

    A  married  Participant's  waiver  election  is not  valid  unless  (a)  the
Participant's  spouse  (to  whom the  survivor  annuity  is  payable  under  the
qualified  joint and survivor  annuity),  after the Participant has received the
written explanation  described in this Section 6.05, has consented in writing to
the  waiver  election,  the  spouse's  consent  acknowledges  the  effect of the
election,  and a notary public or the Plan Administrator (or his representative)
witnesses the spouse's consent, (b) the spouse consents to the alternate form of
payment  designated by the  Participant or to any change in that designated form
of  payment,  and (c)  unless  the  spouse  is the  Participant's  sole  primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation or
to any change in the Participant's Beneficiary designation. The spouse's consent
to a waiver of the qualified joint and survivor  annuity is irrevocable,  unless
the Participant  revokes the waiver  election.  The spouse may execute a blanket
consent to any form of payment  designation  or to any  Beneficiary  designation
made by the  Participant,  if the  spouse  acknowledges  the right to limit that
consent to a specific  designation  but,  in writing,  waives  that  right.  The
consent  requirements  of this  Section  6.05  apply to a former  spouse  of the
Participant,  to the extent required under a qualified  domestic relations order
described in Section 6.07.
The Advisory Committee will accept as valid a waiver election which does not
satisfy the spousal consent  requirements if the Advisory Committee  establishes
the Participant  does not have a spouse,  the Advisory  Committee is not able to
locate the  Participant's  spouse,  the Participant is legally  separated or has
been abandoned (within the meaning of State law) and the Participant has a court
order to that effect, or other  circumstances exist under which the Secretary of
the Treasury will excuse the consent requirement. If the Participant's spouse is
legally  incompetent  to give consent,  the spouse's legal guardian (even if the
guardian is the Participant) may give consent.

    6.06  WAIVER  ELECTION  -  PRERETIREMENT   SURVIVOR  ANNUITY.  The  Advisory
Committee  must  provide a written  explanation  of the  preretirement  survivor
annuity to each  married  Participant,  within the  following  period which ends
last:  (1) the period  beginning  on the first day of the Plan Year in which the
Participant  attains age 32 and ending on the last day of the Plan Year in which
the  Participant  attains  age 34; (2) a  reasonable  period  after an  Employee
becomes a  Participant;  (3) a  reasonable  period  after the joint and survivor
rules become  applicable to the Participant;  or (4) a reasonable period after a
fully  subsidized   preretirement  survivor  annuity  no  longer  satisfies  the
requirements for a fully subsidized  benefit.  A reasonable  period described in
clauses (2), (3) and (4) is the period  beginning one year before and ending one
year after the  applicable  event.  If the  Participant  separates  from Service
before  attaining  age 35,  clauses  (1),  (2), (3) and (4) do not apply and the
Advisory  Committee  must  provide  the  written  explanation  within the period
beginning one year before and ending one year after the Separation from Service.
The written  explanation  must describe,  in a manner  consistent  with Treasury
regulations,  the terms and  conditions of the  preretirement  survivor  annuity
comparable  to the  explanation  of the  qualified  joint and  survivor  annuity
required  under  Section  6.05.  The Plan does not limit the number of times the
Participant may revoke a waiver of the preretirement  survivor annuity or make a
new waiver during the election period.

    A Participant's waiver election of the preretirement survivor annuity is not
valid unless (a) the  Participant  makes the waiver election no earlier than the
first day of the Plan Year in which he attains age 35 and (b) the  Participant's
spouse (to whom the  preretirement  survivor  annuity is payable)  satisfies the
consent  requirements  described  in Section  6.05,  except the spouse  need not
consent  to the form of  benefit  payable  to the  designated  Beneficiary.  The
spouse's  consent  to  the  waiver  of the  preretirement  survivor  annuity  is
irrevocable, unless the Participant revokes the waiver election. Irrespective of
the time of election  requirement  described  in clause (a), if the  Participant
separates  from  Service  prior to the  first  day of the Plan  Year in which he
attains age 35, the Advisory Committee will accept a waiver election as respects
the  Participant's  Accrued  Benefit  attributable  to his Service  prior to his
Separation  from Service.  Furthermore,  if a Participant  who has not separated
from Service makes a valid waiver election, except for the timing requirement of
clause (a), the Advisory  Committee will accept that election as valid, but only
until the first day of the Plan Year in which the Participant  attains age 35. A
waiver  election  described in this paragraph is not valid unless made after the
Participant has received the written explanation described in this Section 6.06.
6.07  DISTRIBUTIONS  UNDER DOMESTIC  RELATIONS ORDERS.  Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the Advisory
Committee,  from complying with the provisions of a qualified domestic relations
order  (as  defined  in  Code  ss.414(p)).   This  Plan   specifically   permits
distribution to an alternate payee under a qualified domestic relations order at
any time,  irrespective  of whether the  Participant  has  attained his earliest
retirement age (as defined under Code ss.414(p))  under the Plan. A distribution
to an  alternate  payee  prior  to  the  Participant's  attainment  of  earliest
retirement age is available  only if: (1) the order  specifies  distribution  at
that time or permits an agreement  between the Plan and the  alternate  payee to
authorize an earlier distribution; and (2) if the present value of the alternate
payee's  benefits under the Plan exceeds  $3,500,  and the order  requires,  the
alternate   payee  consents  to  any   distribution   occurring   prior  to  the
Participant's  attainment  of  earliest  retirement  age.  The  Employer,  in an
addendum  to  its  Adoption   Agreement   numbered  6.07,  may  elect  to  limit
distribution  to an alternate  payee only when the  Participant has attained his
earliest  retirement  age under the Plan.  Nothing in this  Section 6.07 gives a
Participant a right to receive  distribution  at a time  otherwise not permitted
under  the Plan nor does it  permit  the  alternate  payee to  receive a form of
payment not otherwise permitted under the Plan.

    The Advisory Committee must establish reasonable procedures to determine the
qualified  status of a  domestic  relations  order.  Upon  receiving  a domestic
relations order, the Advisory Committee promptly will notify the Participant and
any alternate payee named in the order, in writing,  of the receipt of the order
and the Plan's  procedures for  determining  the qualified  status of the order.
Within a reasonable period of time after receiving the domestic relations order,
the Advisory Committee must determine the qualified status of the order and must
notify  the   Participant  and  each  alternate   payee,  in  writing,   of  its
determination.  The Advisory  Committee must provide notice under this paragraph
by mailing to the  individual's  address  specified  in the  domestic  relations
order, or in a manner consistent with Department of Labor regulations.

    If any  portion  of the  Participant's  Nonforfeitable  Accrued  Benefit  is
payable during the period the Advisory  Committee is making its determination of
the qualified status of the domestic  relations  order,  the Advisory  Committee
must  make  a  separate  accounting  of the  amounts  payable.  If the  Advisory
Committee determines the order is a qualified domestic relations order within 18
months of the date amounts first are payable following receipt of the order, the
Advisory  Committee will direct the Trustee to distribute the payable amounts in
accordance  with  the  order.  If the  Advisory  Committee  does  not  make  its
determination  of  the  qualified  status  of  the  order  within  the  18-month
determination  period,  the  Advisory  Committee  will  direct  the  Trustee  to
distribute  the payable  amounts in the manner the Plan would  distribute if the
order did not exist and will  apply  the  order  prospectively  if the  Advisory
Committee later determines the order is a qualified domestic relations order.

    To the extent it is not  inconsistent  with the  provisions of the qualified
domestic  relations  order,  the  Advisory  Committee  may direct the Trustee to
invest any partitioned amount in a segregated subaccount or separate account and
to invest the account in Federally insured,  interest-bearing savings account(s)
or time  deposit(s)  (or a  combination  of  both),  or in  other  fixed  income
investments.  A segregated  subaccount remains a part of the Trust, but it alone
shares in any income it earns, and it alone bears any expense or loss it incurs.
The Trustee will make any payments or distributions  required under this Section
6.07 by separate benefit checks or other separate  distribution to the alternate
payee(s).

                          * * * * * * * * * * * * * * *
ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

    7.01 INFORMATION TO COMMITTEE.  The Employer must supply current information
to the Advisory  Committee as to the name,  date of birth,  date of  employment,
annual compensation, leaves of absence, Years of Service and date of termination
of  employment  of each  Employee  who is, or who will be eligible to become,  a
Participant  under  the Plan,  together  with any  other  information  which the
Advisory Committee considers necessary. The Employer's records as to the current
information the Employer  furnishes to the Advisory  Committee are conclusive as
to all persons.

    7.02 NO LIABILITY.  The Employer assumes no obligation or  responsibility to
any of its Employees,  Participants or Beneficiaries  for any act of, or failure
to act,  on the part of its  Advisory  Committee  (unless  the  Employer  is the
Advisory  Committee),   the  Trustee,  the  Custodian,   if  any,  or  the  Plan
Administrator (unless the Employer is the Plan Administrator).

    7.03 INDEMNITY OF CERTAIN  FIDUCIARIES.  The Employer  indemnifies and saves
harmless the Plan Administrator and the members of the Advisory  Committee,  and
each of them,  from and against any and all loss  resulting  from  liability  to
which the Plan Administrator and the Advisory  Committee,  or the members of the
Advisory  Committee,  may be subjected  by reason of any act or conduct  (except
willful  misconduct or gross  negligence)  in their  official  capacities in the
administration of this Trust or Plan or both,  including all expenses reasonably
incurred in their  defense,  in case the Employer fails to provide such defense.
The  indemnification  provisions  of this  Section  7.03 do not relieve the Plan
Administrator  or any Advisory  Committee  member from any liability he may have
under ERISA for breach of a fiduciary duty. Furthermore,  the Plan Administrator
and the  Advisory  Committee  members  and the  Employer  may  execute  a letter
agreement  further  delineating  the  indemnification  agreement of this Section
7.03, provided the letter agreement must be consistent with and does not violate
ERISA. The indemnification provisions of this Section 7.03 extend to the Trustee
(or to a Custodian,  if any) solely to the extent provided by a letter agreement
executed by the Trustee (or Custodian) and the Employer.

    7.04 EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the right to direct
the  Trustee  with  respect  to  the  investment  and  re-investment  of  assets
comprising the Trust Fund only if the Trustee consents in writing to permit such
direction.  If the Trustee  consents to Employer  direction of  investment,  the
Trustee and the Employer must execute a letter  agreement as a part of this Plan
containing  such   conditions,   limitations  and  other  provisions  they  deem
appropriate  before the Trustee will follow any  Employer  direction as respects
the investment or re-investment of any part of the Trust Fund.

    7.05 AMENDMENT TO VESTING  SCHEDULE.  Though the Employer reserves the right
to amend the vesting schedule at any time, the Advisory Committee will not apply
the amended  vesting  schedule to reduce the  Nonforfeitable  percentage  of any
Participant's Accrued Benefit derived from Employer contributions (determined as
of the later of the date the  Employer  adopts  the  amendment,  or the date the
amendment  becomes  effective)  to a  percentage  less  than the  Nonforfeitable
percentage  computed under the Plan without regard to the amendment.  An amended
vesting  schedule will apply to a Participant  only if the Participant  receives
credit  for at  least  one  Hour  of  Service  after  the new  schedule  becomes
effective.
If the Employer makes a permissible amendment to the vesting schedule,  each
Participant  having at least 3 Years of Service  with the  Employer may elect to
have the percentage of his  Nonforfeitable  Accrued  Benefit  computed under the
Plan without regard to the amendment.  For Plan Years beginning prior to January
1, 1989,  the  election  described  in the  preceding  sentence  applies only to
Participants  having  at  least  5 Years  of  Service  with  the  Employer.  The
Participant must file his election with the Advisory Committee within 60 days of
the latest of (a) the Employer's  adoption of the  amendment;  (b) the effective
date of the  amendment;  or (c) his  receipt  of a copy  of the  amendment.  The
Advisory  Committee,  as soon as  practicable,  must  forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment,  the appropriate form upon which the
Participant may make an election to remain under the vesting  schedule  provided
under the Plan prior to the  amendment  and notice of the time within  which the
Participant  must make an election to remain under the prior  vesting  schedule.
The election  described in this Section 7.05 does not apply to a Participant  if
the amended vesting schedule provides for vesting at least as rapid at all times
as the vesting  schedule in effect prior to the amendment.  For purposes of this
Section 7.05, an amendment to the vesting  schedule  includes any Plan amendment
which  directly or  indirectly  affects the  computation  of the  Nonforfeitable
percentage  of an Employee's  rights to his Employer  derived  Accrued  Benefit.
Furthermore,  the  Advisory  Committee  must  treat  any  shift  in the  vesting
schedule, due to a change in the Plan's top heavy status, as an amendment to the
vesting schedule for purposes of this Section 7.05.

                          * * * * * * * * * * * * * * *
ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

    8.01  BENEFICIARY  DESIGNATION.  Any  Participant  may  from  time  to  time
designate, in writing, any person or persons,  contingently or successively,  to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any life
insurance  proceeds  payable to the  Participant's  Account) in the event of his
death and the  Participant  may  designate  the form and method of payment.  The
Advisory  Committee  will  prescribe  the form for the  written  designation  of
Beneficiary  and,  upon the  Participant's  filing  the form  with the  Advisory
Committee,  the form effectively  revokes all  designations  filed prior to that
date by the same Participant.

(A)  Coordination  with  survivor  requirements.   If  the  joint  and  survivor
requirements of Article VI apply to the Participant,  this Section 8.01 does not
impose any special spousal consent requirements on the Participant's Beneficiary
designation.  However, in the absence of spousal consent (as required by Article
VI) to the Participant's  Beneficiary  designation:  (1) any waiver of the joint
and survivor annuity or of the preretirement  survivor annuity is not valid; and
(2)  if  the  Participant   dies  prior  to  his  annuity   starting  date,  the
Participant's  Beneficiary  designation  will apply  only to the  portion of the
death  benefit  which  is  not  payable  as a  preretirement  survivor  annuity.
Regarding  clause  (2),  if the  Participant's  surviving  spouse  is a  primary
Beneficiary under the Participant's  Beneficiary  designation,  the Trustee will
satisfy the spouse's interest in the Participant's  death benefit first from the
portion which is payable as a preretirement survivor annuity.

(B) Profit  sharing plan  exception.  If the Plan is a profit  sharing plan, the
Beneficiary  designation of a married Exempt Participant is not valid unless the
Participant's  spouse  consents (in a manner  described in Section  6.05) to the
Beneficiary  designation.  An "Exempt  Participant"  is a Participant who is not
subject  to the joint and  survivor  requirements  of Article  VI.  The  spousal
consent  requirement in this paragraph does not apply if the Exempt  Participant
and his spouse are not married throughout the one year period ending on the date
of the Participant's  death, or if the Participant's spouse is the Participant's
sole primary Beneficiary.

    8.02 NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a Participant fails
to name a  Beneficiary  in accordance  with Section 8.01, or if the  Beneficiary
named  by  a  Participant  predeceases  him,  then  the  Trustee  will  pay  the
Participant's  Nonforfeitable Accrued Benefit in accordance with Section 6.02 in
the following order of priority, unless the Employer specifies a different order
of priority in an addendum to its Adoption Agreement, to:

     (a) The Participant's surviving spouse;

     (b) The Participant's  surviving children,  including adopted children,  in
     equal shares;

     (c) The Participant's surviving parents, in equal shares; or

     (d) The Participant's estate.

    If the Beneficiary  does not predecease the  Participant,  but dies prior to
distribution of the Participant's  entire  Nonforfeitable  Accrued Benefit,  the
Trustee  will  pay  the  remaining   Nonforfeitable   Accrued   Benefit  to  the
Beneficiary's estate unless the Participant's  Beneficiary  designation provides
otherwise or unless the Employer provides  otherwise in its Adoption  Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt Participants,
the  Employer  may not  specify a different  order of  priority in the  Adoption
Agreement  unless  the  Participant's  surviving  spouse  will be  first  in the
different order of priority.  The Advisory  Committee will direct the Trustee as
to the method and to whom the Trustee will make payment under this Section 8.02.
8.03 PERSONAL DATA TO COMMITTEE.  Each Participant and each Beneficiary of a
deceased Participant must furnish to the Advisory Committee such evidence,  data
or information as the Advisory  Committee  considers  necessary or desirable for
the purpose of administering the Plan. The provisions of this Plan are effective
for the  benefit of each  Participant  upon the  condition  precedent  that each
Participant  will furnish  promptly full, true and complete  evidence,  data and
information  when  requested  by the Advisory  Committee,  provided the Advisory
Committee  advises each  Participant of the effect of his failure to comply with
its request.

    8.04 ADDRESS FOR  NOTIFICATION.  Each  Participant and each Beneficiary of a
deceased Participant must file with the Advisory Committee from time to time, in
writing,  his post office  address and any change of post  office  address.  Any
communication,  statement or notice addressed to a Participant,  or Beneficiary,
at his last post office address filed with the Advisory  Committee,  or as shown
on the records of the Employer, binds the Participant,  or Beneficiary,  for all
purposes of this Plan.

    8.05  ASSIGNMENT  OR  ALIENATION.  Subject  to Code  ss.414(p)  relating  to
qualified domestic relations orders, neither a Participant nor a Beneficiary may
anticipate, assign or alienate (either at law or in equity) any benefit provided
under  the Plan,  and the  Trustee  will not  recognize  any such  anticipation,
assignment or alienation.  Furthermore,  a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable process.

    8.06  NOTICE OF CHANGE IN TERMS.  The Plan  Administrator,  within  the time
prescribed  by  ERISA  and  the   applicable   regulations,   must  furnish  all
Participants and Beneficiaries a summary  description of any material  amendment
to the Plan or notice of  discontinuance  of the Plan and all other  information
required by ERISA to be furnished without charge.

    8.07  LITIGATION  AGAINST THE TRUST. A court of competent  jurisdiction  may
authorize any appropriate  equitable relief to redress violations of ERISA or to
enforce  any  provisions  of ERISA or the terms of the  Plan.  A  fiduciary  may
receive  reimbursement  of  expenses  properly  and  actually  incurred  in  the
performance of his duties with the Plan.

    8.08 INFORMATION  AVAILABLE.  Any Participant in the Plan or any Beneficiary
may examine copies of the Plan description, latest annual report, any bargaining
agreement, this Plan and Trust, contract or any other instrument under which the
Plan was established or is operated. The Plan Administrator will maintain all of
the items listed in this  Section 8.08 in his office,  or in such other place or
places  as he may  designate  from  time to time in  order  to  comply  with the
regulations  issued under ERISA,  for  examination  during  reasonable  business
hours.  Upon the  written  request  of a  Participant  or  Beneficiary  the Plan
Administrator  must  furnish him with a copy of any item listed in this  Section
8.08.  The Plan  Administrator  may make a reasonable  charge to the  requesting
person for the copy so furnished.

    8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a Beneficiary
("Claimant") may file with the Advisory  Committee a written claim for benefits,
if the Participant or Beneficiary determines the distribution  procedures of the
Plan have not  provided  him his  proper  Nonforfeitable  Accrued  Benefit.  The
Advisory  Committee  must render a decision  on the claim  within 60 days of the
Claimant's  written  claim for  benefits.  The Plan  Administrator  must provide
adequate  notice in writing to the Claimant  whose claim for benefits  under the
Plan the Advisory Committee has denied. The Plan  Administrator's  notice to the
Claimant must set forth:

     (a) The specific reason for the denial;

     (b) Specific  references to pertinent Plan provisions on which the Advisory
     Committee based its denial;
(c) A description of any additional material and information needed for the
     Claimant to perfect  his claim and an  explanation  of why the  material or
     information is needed; and

     (d)  That  any  appeal  the   Claimant   wishes  to  make  of  the  adverse
     determination  must be in writing to the Advisory  Committee within 75 days
     after receipt of the Plan Administrator's notice of denial of benefits. The
     Plan  Administrator's  notice must  further  advise the  Claimant  that his
     failure to appeal the action to the Advisory  Committee  in writing  within
     the 75-day period will render the Advisory Committee's determination final,
     binding and conclusive.

    If the Claimant  should  appeal to the Advisory  Committee,  he, or his duly
authorized representative,  may submit, in writing, whatever issues and comments
he, or his duly authorized representative, feels are pertinent. The Claimant, or
his duly authorized  representative,  may review  pertinent Plan documents.  The
Advisory  Committee  will  re-examine all facts related to the appeal and make a
final  determination as to whether the denial of benefits is justified under the
circumstances.  The Advisory  Committee must advise the Claimant of its decision
within 60 days of the  Claimant's  written  request for review,  unless  special
circumstances  (such as a hearing) would make the rendering of a decision within
the 60-day limit unfeasible, but in no event may the Advisory Committee render a
decision  respecting a denial for a claim for benefits later than 120 days after
its receipt of a request for review.

    The Plan Administrator's notice of denial of benefits must identify the name
of each  member  of the  Advisory  Committee  and the  name and  address  of the
Advisory Committee member to whom the Claimant may forward his appeal.

    8.10  PARTICIPANT  DIRECTION OF INVESTMENT.  A Participant  has the right to
direct the Trustee with respect to the investment or re-investment of the assets
comprising the Participant's  individual Account only if the Trustee consents in
writing  to permit  such  direction.  If the  Trustee  consents  to  Participant
direction of investment, the Trustee will accept direction from each Participant
on a written election form (or other written agreement), as a part of this Plan,
containing such  conditions,  limitations and other  provisions the parties deem
appropriate. The Trustee or, with the Trustee's consent, the Advisory Committee,
may establish  written  procedures,  incorporated  specifically  as part of this
Plan,  relating to Participant  direction of investment under this Section 8.10.
The  Trustee  will  maintain  a  segregated  investment  Account to the extent a
Participant's Account is subject to Participant  self-direction.  The Trustee is
not liable for any loss,  nor is the Trustee  liable for any  breach,  resulting
from a  Participant's  direction of the  investment  of any part of his directed
Account.

    The  Advisory  Committee,  to the extent  provided in a written  loan policy
adopted  under  Section  9.04,  will  treat a loan  made to a  Participant  as a
Participant  direction of  investment  under this Section 8.10. To the extent of
the loan  outstanding  at any time,  the borrowing  Participant's  Account alone
shares in any interest paid on the loan,  and it alone bears any expense or loss
it incurs in connection  with the loan.  The Trustee may retain any principal or
interest  paid  on the  borrowing  Participant's  loan  in an  interest  bearing
segregated Account on behalf of the borrowing  Participant until the Trustee (or
the  Named  Fiduciary,  in the  case of a  nondiscretionary  Trustee)  deems  it
appropriate to add the amount paid to the  Participant's  separate Account under
the Plan.

    If the Trustee  consents  to  Participant  direction  of  investment  of his
Account,   the  Plan  treats  any  post-December  31,  1981,   investment  by  a
Participant's directed Account in collectibles (as defined by Code ss.408(m)) as
a deemed distribution to the Participant for Federal income tax purposes.

                          * * * * * * * * * * * * * * *
ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

    9.01 MEMBERS' COMPENSATION,  EXPENSES. The Employer must appoint an Advisory
Committee  to  administer  the  Plan,  the  members  of which  may or may not be
Participants in the Plan, or which may be the Plan  Administrator  acting alone.
In the  absence of an Advisory  Committee  appointment,  the Plan  Administrator
assumes the powers,  duties and responsibilities of the Advisory Committee.  The
members of the Advisory  Committee will serve without  compensation for services
as such,  but the  Employer  will pay all  expenses of the  Advisory  Committee,
except to the extent the Trust  properly  pays for such  expenses,  pursuant  to
Article X.

     9.02  TERM.  Each  member  of  the  Advisory  Committee  serves  until  the
appointment of his successor.

     9.03  POWERS.  In case  of a  vacancy  in the  membership  of the  Advisory
Committee,  the remaining members of the Advisory Committee may exercise any and
all of the powers, authority,  duties and discretion conferred upon the Advisory
Committee pending the filling of the vacancy.

     9.04 GENERAL. The Advisory Committee has the following powers and duties:

     (a) To  select  a  Secretary,  who need  not be a  member  of the  Advisory
     Committee;

     (b) To determine the rights of eligibility of an Employee to participate in
     the  Plan,  the  value  of  a   Participant's   Accrued   Benefit  and  the
     Nonforfeitable percentage of each Participant's Accrued Benefit;

     (c) To adopt rules of procedure  and  regulations  necessary for the proper
     and  efficient  administration  of the  Plan  provided  the  rules  are not
     inconsistent with the terms of this Agreement;

     (d) To  construe  and  enforce  the  terms of the Plan  and the  rules  and
     regulations it adopts,  including  interpretation of the Plan documents and
     documents related to the Plan's operation;

     (e) To direct the Trustee as respects the crediting and distribution of the
     Trust;

     (f) To review and render  decisions  respecting a claim for (or denial of a
     claim for) a benefit under the Plan;

     (g) To furnish the Employer with information which the Employer may require
     for tax or other purposes;

     (h) To engage the service of agents whom it may deem advisable to assist it
     with the performance of its duties;

     (i) To engage the services of an Investment Manager or Managers (as defined
     in ERISA  ss.3(38)),  each of whom will have full  power and  authority  to
     manage,  acquire  or  dispose  (or  direct  the  Trustee  with  respect  to
     acquisition or disposition) of any Plan asset under its control;

     (j) To establish, in its sole discretion,  a nondiscriminatory  policy (see
     Section 9.04(A)) which the Trustee must observe in making loans, if any, to
     Participants and Beneficiaries; and

     (k) To  establish  and  maintain  a funding  standard  account  and to make
     credits  and  charges  to the  account  to the  extent  required  by and in
     accordance with the provisions of the Code.
The  Advisory  Committee  must  exercise  all of  its  powers,  duties  and
discretion under the Plan in a uniform and nondiscriminatory manner.

(A) Loan Policy.  If the Advisory  Committee  adopts a loan policy,  pursuant to
paragraph (j), the loan policy must be a written document and must include:  (1)
the identity of the person or positions authorized to administer the participant
loan program;  (2) a procedure  for applying for the loan;  (3) the criteria for
approving  or  denying a loan;  (4) the  limitations,  if any,  on the types and
amounts of loans available;  (5) the procedure for determining a reasonable rate
of interest;  (6) the types of collateral which may secure the loan; and (7) the
events  constituting  default and the steps the Plan will take to preserve  plan
assets in the event of default.  This Section 9.04  specifically  incorporates a
written loan policy as part of the Employer's Plan.

    9.05 FUNDING POLICY. The Advisory Committee will review, not less often than
annually, all pertinent Employee information and Plan data in order to establish
the  funding  policy of the Plan and to  determine  the  appropriate  methods of
carrying out the Plan's  objectives.  The Advisory  Committee  must  communicate
periodically, as it deems appropriate, to the Trustee and to any Plan Investment
Manager the Plan's short-term and long-term financial needs so investment policy
can be coordinated with Plan financial requirements.

     9.06 MANNER OF ACTION.  The decision of a majority of the members appointed
and qualified controls.

    9.07 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize any one
of its members, or its Secretary, to sign on its behalf any notices, directions,
applications,  certificates,  consents,  approvals,  waivers,  letters  or other
documents.  The Advisory Committee must evidence this authority by an instrument
signed by all members and filed with the Trustee.

    9.08 INTERESTED  MEMBER.  No member of the Advisory  Committee may decide or
determine any matter concerning the distribution, nature or method of settlement
of his own benefits under the Plan,  except in exercising an election  available
to that member in his capacity as a Participant,  unless the Plan  Administrator
is acting alone in the capacity of the Advisory Committee.

    9.09 INDIVIDUAL  ACCOUNTS.  The Advisory Committee will maintain,  or direct
the Trustee to maintain,  a separate Account, or multiple Accounts,  in the name
of each Participant to reflect the Participant's Accrued Benefit under the Plan.
If a Participant  re-enters the Plan subsequent to his having a Forfeiture Break
in Service,  the Advisory  Committee,  or the Trustee,  must maintain a separate
Account for the  Participant's  pre-Forfeiture  Break in Service Accrued Benefit
and a separate Account for his post-Forfeiture Break in Service Accrued Benefit,
unless  the  Participant's  entire  Accrued  Benefit  under  the  Plan  is  100%
Nonforfeitable.

    The Advisory Committee will make its allocations,  or request the Trustee to
make its allocations, to the Accounts of the Participants in accordance with the
provisions  of Section  9.11.  The Advisory  Committee may direct the Trustee to
maintain a temporary segregated  investment Account in the name of a Participant
to prevent a distortion of income,  gain or loss allocations under Section 9.11.
The Advisory Committee must maintain records of its activities.

    9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each Participant's
Accrued  Benefit  consists of that  proportion  of the net worth (at fair market
value) of the Employer's  Trust Fund which the net credit balance in his Account
(exclusive of the cash value of incidental benefit insurance contracts) bears to
the total net credit balance in the Accounts (exclusive of the cash value of the
incidental  benefit  insurance  contracts)  of all  Participants  plus  the cash
surrender  value  of any  incidental  benefit  insurance  contracts  held by the
Trustee on the Participant's life.
For purposes of a distribution  under the Plan, the value of a Participant's
Accrued Benefit is its value as of the valuation date immediately  preceding the
date of the  distribution.  Any distribution  (other than a distribution  from a
segregated  Account) made to a Participant (or to his Beneficiary)  more than 90
days after the most recent  valuation date may include interest on the amount of
the distribution as an expense of the Trust Fund. The interest,  if any, accrues
from such valuation date to the date of the distribution at the rate established
in the Employer's Adoption Agreement.

    9.11  ALLOCATION AND  DISTRIBUTION  OF NET INCOME GAIN OR LOSS. A "valuation
date" under this Plan is each  Accounting  Date and each interim  valuation date
determined under Section 10.14. As of each valuation date the Advisory Committee
must  adjust  Accounts  to  reflect  net  income,  gain or loss  since  the last
valuation date. The valuation  period is the period  beginning the day after the
last valuation date and ending on the current valuation date.

(A) Trust Fund Accounts.  The allocation  provisions of this paragraph  apply to
all Participant Accounts other than segregated investment Accounts. The Advisory
Committee first will adjust the Participant Accounts, as those Accounts stood at
the beginning of the current  valuation period, by reducing the Accounts for any
forfeitures  arising  under  Section  5.09 or under  Section  9.14,  for amounts
charged during the valuation  period to the Accounts in accordance  with Section
9.13  (relating  to  distributions)  and Section  11.01  (relating  to insurance
premiums), and for the cash value of incidental benefit insurance contracts. The
Advisory Committee then, subject to the restoration  allocation  requirements of
Section 5.04 or of Section 9.14, will allocate the net income,  gain or loss pro
rata to the adjusted  Participant  Accounts.  The allocable net income,  gain or
loss is the net income (or net loss),  including the increase or decrease in the
fair market value of assets, since the last valuation date.

(B) Segregated investment Accounts. A segregated investment Account receives all
income it earns and bears all expense or loss it incurs.  The Advisory Committee
will adopt uniform and  nondiscriminatory  procedures for determining  income or
loss of a segregated  investment  Account in a manner which reasonably  reflects
investment  directions relating to pooled investments and investment  directions
occurring  during a valuation  period.  As of the valuation  date,  the Advisory
Committee  must reduce a segregated  Account for any  forfeiture  arising  under
Section  5.09  after the  Advisory  Committee  has made all  other  allocations,
changes or adjustments to the Account for the Plan Year.

(C) Additional  rules. An Excess Amount or suspense account  described in Part 2
of Article  III does not share in the  allocation  of net  income,  gain or loss
described in this Section 9.11. If the Employer  maintains its Plan under a Code
ss.401(k) Adoption Agreement, the Employer may specify in its Adoption Agreement
alternate  valuation  provisions  authorized  by that Adoption  Agreement.  This
Section 9.11 applies solely to the allocation of net income, gain or loss of the
Trust.  The Advisory  Committee  will  allocate the Employer  contributions  and
Participant forfeitures, if any, in accordance with Article III.

    9.12 INDIVIDUAL STATEMENT.  As soon as practicable after the Accounting Date
of each Plan Year, but within the time  prescribed by ERISA and the  regulations
under ERISA,  the Plan  Administrator  will deliver to each  Participant (and to
each Beneficiary) a statement reflecting the condition of his Accrued Benefit in
the Trust as of that date and such other information ERISA requires be furnished
the Participant or Beneficiary. No Participant,  except a member of the Advisory
Committee,  has the right to inspect the records  reflecting  the Account of any
other Participant.

    9.13 ACCOUNT  CHARGED.  The Advisory  Committee will charge a  Participant's
Account for all distributions made from that Account to the Participant,  to his
Beneficiary or to an alternate payee. The Advisory  Committee also will charge a
Participant's  Account  for any  administrative  expenses  incurred  by the Plan
directly related to that Account.
9.14  UNCLAIMED  ACCOUNT  PROCEDURE.  The Plan does not  require  either the
Trustee or the Advisory Committee to search for, or to ascertain the whereabouts
of,  any  Participant  or  Beneficiary.   At  the  time  the   Participant's  or
Beneficiary's  benefit  becomes  distributable  under  Article VI, the  Advisory
Committee,  by certified or registered  mail addressed to his last known address
of  record  with  the  Advisory  Committee  or the  Employer,  must  notify  any
Participant,  or Beneficiary,  that he is entitled to a distribution  under this
Plan.  The notice must quote the  provisions  of this Section 9.14 and otherwise
must comply with the notice  requirements of Article VI. If the Participant,  or
Beneficiary, fails to claim his distributive share or make his whereabouts known
in writing to the Advisory Committee within 6 months from the date of mailing of
the notice, the Advisory Committee will treat the Participant's or Beneficiary's
unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed
payable Accrued Benefit in accordance with Section 3.05. A forfeiture under this
paragraph will occur at the end of the notice period or, if later,  the earliest
date  applicable  Treasury  regulations  would  permit the  forfeiture.  Pending
forfeiture,  the Advisory  Committee,  following  the  expiration  of the notice
period, may direct the Trustee to segregate the  Nonforfeitable  Accrued Benefit
in a  segregated  Account and to invest  that  segregated  Account in  Federally
insured  interest bearing savings accounts or time deposits (or in a combination
of both), or in other fixed income investments.

    If a Participant or Beneficiary who has incurred a forfeiture of his Accrued
Benefit under the provisions of the first paragraph of this Section 9.14 makes a
claim, at any time, for his forfeited  Accrued Benefit,  the Advisory  Committee
must restore the Participant's or Beneficiary's forfeited Accrued Benefit to the
same  dollar  amount as the  dollar  amount of the  Accrued  Benefit  forfeited,
unadjusted  for any  gains or  losses  occurring  subsequent  to the date of the
forfeiture.  The Advisory  Committee will make the  restoration  during the Plan
Year in which the  Participant  or Beneficiary  makes the claim,  first from the
amount,  if any, of Participant  forfeitures  the Advisory  Committee  otherwise
would  allocate  for the Plan Year,  then from the amount,  if any, of the Trust
Fund net  income  or gain  for the Plan  Year  and  then  from  the  amount,  or
additional amount, the Employer  contributes to enable the Advisory Committee to
make the required restoration. The Advisory Committee must direct the Trustee to
distribute the  Participant's or  Beneficiary's  restored Accrued Benefit to him
not later  than 60 days  after the close of the Plan Year in which the  Advisory
Committee restores the forfeited Accrued Benefit.  The forfeiture  provisions of
this  Section  9.14 apply solely to the  Participant's  or to the  Beneficiary's
Accrued Benefit derived from Employer contributions.

                          * * * * * * * * * * * * * * *
ARTICLE X
                      CUSTODIAN/TRUSTEE, POWERS AND DUTIES

    10.01  ACCEPTANCE.  The Trustee accepts the Trust created under the Plan and
agrees to perform the obligations imposed. The Trustee must provide bond for the
faithful  performance  of its duties  under the Trust to the extent  required by
ERISA.

    10.02 RECEIPT OF  CONTRIBUTIONS.  The Trustee is accountable to the Employer
for the funds  contributed to it by the Employer,  but does not have any duty to
see that the contributions  received comply with the provisions of the Plan. The
Trustee is not obliged to collect any  contributions  from the Employer,  nor is
obliged to see that  funds  deposited  with it are  deposited  according  to the
provisions of the Plan.

    10.03  INVESTMENT POWERS.

[A] Discretionary  Trustee Designation.  If the Employer,  in Adoption Agreement
Section 1.02,  designates the Trustee to administer the Trust as a discretionary
Trustee,  then the Trustee has full  discretion and authority with regard to the
investment  of the Trust  Fund,  except  with  respect to a Plan asset under the
control or direction of a properly appointed  Investment Manager or with respect
to a Plan asset properly subject to Employer,  Participant or Advisory Committee
direction of investment.  The Trustee must coordinate its investment policy with
Plan  financial  needs as  communicated  to it by the  Advisory  Committee.  The
Trustee is authorized  and  empowered,  but not by way of  limitation,  with the
following powers, rights and duties:

    (a) To invest any part or all of the Trust  Fund in any common or  preferred
    stocks,  open-end or closed-end mutual funds, put and call options traded on
    a national exchange,  United States retirement plan bonds,  corporate bonds,
    debentures,  convertible debentures,  commercial paper, U.S. Treasury bills,
    U.S.  Treasury notes and other direct or indirect  obligations of the United
    States  Government  or its  agencies,  improved  or  unimproved  real estate
    situated in the United States, limited partnerships,  insurance contracts of
    any type, mortgages,  notes or other property of any kind, real or personal,
    to buy or sell options on common stock on a nationally  recognized  exchange
    with or  without  holding  the  underlying  common  stock,  to buy and  sell
    commodities,  commodity  options and  contracts  for the future  delivery of
    commodities,   and  to  make  any  other   investments   the  Trustee  deems
    appropriate,  as a prudent  man would do under like  circumstances  with due
    regard for the purposes of this Plan. Any investment made or retained by the
    Trustee  in good  faith  is  proper  but  must be of a kind  constituting  a
    diversification considered by law suitable for trust investments.

    (b) To retain in cash so much of the Trust Fund as it may deem  advisable to
    satisfy  liquidity  needs of the Plan and to  deposit  any cash  held in the
    Trust Fund in a bank account at reasonable interest.

    (c) To invest,  if the  Trustee is a bank or similar  financial  institution
    supervised by the United States or by a State, in any type of deposit of the
    Trustee  (or of a bank  related to the  Trustee  within the  meaning of Code
    ss.414(b))  at a reasonable  rate of interest or in a common trust fund,  as
    described in Code ss.584, or in a collective investment fund, the provisions
    of  which  govern  the   investment  of  such  assets  and  which  the  Plan
    incorporates  by this  reference,  which the Trustee (or its  affiliate,  as
    defined in Code ss.1504) maintains exclusively for the collective investment
    of money  contributed  by the bank (or the  affiliate)  in its  capacity  as
    trustee and which conforms to the rules of the Comptroller of the Currency.

    (d) To manage,  sell,  contract to sell, grant options to purchase,  convey,
    exchange,  transfer,  abandon,  improve,  repair, insure, lease for any term
    even though  commencing  in the future or  extending  beyond the term of the
    Trust,  and  otherwise  deal with all  property,  real or personal,  in such
    manner,  for such  considerations  and on such terms and  conditions  as the
    Trustee decides.
(e) To  credit  and  distribute  the  Trust  as  directed  by  the  Advisory
    Committee.  The Trustee is not obliged to inquire as to whether any payee or
    distributee is entitled to any payment or whether the distribution is proper
    or within the terms of the Plan,  or as to the manner of making any  payment
    or distribution.  The Trustee is accountable only to the Advisory  Committee
    for any  payment  or  distribution  made by it in good faith on the order or
    direction of the Advisory Committee.

     (f) To borrow money, to assume indebtedness,  extend mortgages and encumber
     by mortgage or pledge.

     (g) To compromise, contest, arbitrate or abandon claims and demands, in its
     discretion.

    (h) To have with  respect  to the Trust all of the  rights of an  individual
    owner,  including the power to give proxies,  to  participate  in any voting
    trusts,  mergers,  consolidations  or liquidations,  and to exercise or sell
    stock subscriptions or conversion rights.

    (i) To lease for oil, gas and other mineral  purposes and to create  mineral
    severances by grant or reservation; to pool or unitize interests in oil, gas
    and other  minerals;  and to enter into operating  agreements and to execute
    division and transfer orders.

    (j) To hold any  securities or other  property in the name of the Trustee or
    its nominee,  with depositories or agent  depositories or in another form as
    it may deem best, with or without disclosing the trust relationship.

    (k) To  perform  any  and  all  other  acts  in its  judgment  necessary  or
    appropriate  for the  proper and  advantageous  management,  investment  and
    distribution of the Trust.

    (l) To retain any funds or property subject to any dispute without liability
    for the payment of  interest,  and to decline to make payment or delivery of
    the  funds  or  property  until  final  adjudication  is made by a court  of
    competent jurisdiction.

    (m)  To file all tax returns required of the Trustee.

    (n) To furnish to the  Employer,  the Plan  Administrator  and the  Advisory
    Committee an annual  statement of account showing the condition of the Trust
    Fund and all investments,  receipts,  disbursements  and other  transactions
    effected by the Trustee  during the Plan Year covered by the  statement  and
    also stating the assets of the Trust held at the end of the Plan Year, which
    accounts are  conclusive on all persons,  including  the Employer,  the Plan
    Administrator  and  the  Advisory  Committee,   except  as  to  any  act  or
    transaction  concerning  which the Employer,  the Plan  Administrator or the
    Advisory  Committee files with the Trustee written  exceptions or objections
    within  90 days  after  the  receipt  of the  accounts  or for  which  ERISA
    authorizes a longer period within which to object.

    (o) To begin, maintain or defend any litigation necessary in connection with
    the  administration  of the Plan,  except that the Trustee is not obliged or
    required to do so unless indemnified to its satisfaction.
[B]  Nondiscretionary  Trustee  Designation/Appointment  of  Custodian.  If  the
Employer,  in its Adoption  Agreement  Section 1.02,  designates  the Trustee to
administer the Trust as a  nondiscretionary  Trustee,  then the Trustee will not
have any  discretion  or authority  with regard to the  investment  of the Trust
Fund, but must act solely as a directed trustee of the funds  contributed to it.
A  nondiscretionary  Trustee,  as directed trustee of the funds held by it under
the Employer's Plan, is authorized and empowered, by way of limitation, with the
following powers, rights and duties, each of which the nondiscretionary  Trustee
exercises solely as directed trustee in accordance with the written direction of
the Named Fiduciary (except to the extent a Plan asset is subject to the control
and management of a properly appointed Investment Manager or subject to Advisory
Committee or Participant direction of investment):

    (a) To invest any part or all of the Trust  Fund in any common or  preferred
    stocks,  open-end or closed-end mutual funds, put and call options traded on
    a national exchange,  United States retirement plan bonds,  corporate bonds,
    debentures,  convertible debentures,  commercial paper, U.S. Treasury bills,
    U.S.  Treasury notes and other direct or indirect  obligations of the United
    States  Government  or its  agencies,  improved  or  unimproved  real estate
    situated in the United States, limited partnerships,  insurance contracts of
    any type, mortgages,  notes or other property of any kind, real or personal,
    to buy or sell options on common stock on a  nationally  recognized  options
    exchange with or without  holding the  underlying  common stock,  to buy and
    sell commodities, commodity options and contracts for the future delivery of
    commodities,  and to make any other  investments  the Named  Fiduciary deems
    appropriate.

    (b) To retain in cash so much of the Trust Fund as the Named  Fiduciary  may
    direct in writing to satisfy  liquidity needs of the Plan and to deposit any
    cash  held in the  Trust  Fund in a bank  account  at  reasonable  interest,
    including,  specific  authority  to  invest  in any type of  deposit  of the
    Trustee  (or of a bank  related to the  Trustee  within the  meaning of Code
    ss.414(b)) at a reasonable rate of interest.

    (c) To sell, contract to sell, grant options to purchase,  convey, exchange,
    transfer,  abandon,  improve, repair, insure, lease for any term even though
    commencing  in the future or  extending  beyond  the term of the Trust,  and
    otherwise deal with all property, real or personal, in such manner, for such
    considerations  and on such  terms and  conditions  as the  Named  Fiduciary
    directs in writing.

    (d) To  credit  and  distribute  the  Trust  as  directed  by  the  Advisory
    Committee.  The Trustee is not obliged to inquire as to whether any payee or
    distributee is entitled to any payment or whether the distribution is proper
    or within the terms of the Plan,  or as to the manner of making any  payment
    or distribution.  The Trustee is accountable only to the Advisory  Committee
    for any  payment  or  distribution  made by it in good faith on the order or
    direction of the Advisory Committee.

     (e) To borrow money, to assume indebtedness,  extend mortgages and encumber
     by mortgage or pledge.

    (f) To have with  respect  to the Trust all of the  rights of an  individual
    owner,  including the power to give proxies,  to  participate  in any voting
    trusts,  mergers,  consolidations  or liquidations,  and to exercise or sell
    stock subscriptions or conversion rights,  provided the exercise of any such
    powers  is in  accordance  with and at the  written  direction  of the Named
    Fiduciary.

    (g) To lease for oil, gas and other mineral  purposes and to create  mineral
    severances by grant or reservation; to pool or unitize interests in oil, gas
    and other  minerals;  and to enter into operating  agreements and to execute
    division and transfer orders, provided the exercise of any such powers is in
    accordance with and at the written direction of the Named Fiduciary.

    (h)  To  hold  any   securities  or  other  property  in  the  name  of  the
    nondiscretionary   Trustee  or  its  nominee,  with  depositories  or  agent
    depositories  or in another form as the Named  Fiduciary may deem best, with
    or without disclosing the custodial relationship.
(i) To retain any funds or property subject to any dispute without liability
    for the payment of  interest,  and to decline to make payment or delivery of
    the funds or property  until a court of competent  jurisdiction  makes final
    adjudication.

    (j) To file all tax returns required of the Trustee.

    (k) To furnish to the Named Fiduciary,  the Employer, the Plan Administrator
    and the  Advisory  Committee  an annual  statement  of account  showing  the
    condition of the Trust Fund and all investments, receipts, disbursements and
    other transactions effected by the nondiscretionary  Trustee during the Plan
    Year covered by the  statement and also stating the assets of the Trust held
    at the end of the Plan Year,  which  accounts are conclusive on all persons,
    including the Named Fiduciary,  the Employer, the Plan Administrator and the
    Advisory Committee, except as to any act or transaction concerning which the
    Named  Fiduciary,  the  Employer,  the Plan  Administrator  or the  Advisory
    Committee  files with the  nondiscretionary  Trustee  written  exceptions or
    objections  within 90 days after the  receipt of the  accounts  or for which
    ERISA authorizes a longer period within which to object.

    (l) To begin, maintain or defend any litigation necessary in connection with
    the  administration  of the Plan,  except that the Trustee is not obliged or
    required to do so unless indemnified to its satisfaction.

    Appointment  of  Custodian.  The Employer may appoint a Custodian  under the
Plan,  the  acceptance by the Custodian  indicated on the execution  page of the
Employer's  Adoption  Agreement.  If the  Employer  appoints  a  Custodian,  the
Employer's  Plan must have a  discretionary  Trustee,  as  described  in Section
10.03[A].   A  Custodian   has  the  same   powers,   rights  and  duties  as  a
nondiscretionary  Trustee, as described in this Section 10.03[B].  The Custodian
accepts the terms of the Plan and Trust by  executing  the  Employer's  Adoption
Agreement.  Any  reference  in the Plan to a Trustee  also is a  reference  to a
Custodian where the context of the Plan dictates.  A limitation of the Trustee's
liability  by Plan  provision  also  acts  as a  limitation  of the  Custodian's
liability.  Any action  taken by the  Custodian at the  discretionary  Trustee's
direction  satisfies any provision in the Plan referring to the Trustee's taking
that action.

    Modification  of  Powers/Limited   Responsibility.   The  Employer  and  the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the powers
of the Custodian or nondiscretionary Trustee to any combination of powers listed
within this  Section  10.03[B].  If there is a Custodian  or a  nondiscretionary
Trustee under the  Employer's  Plan,  then the  Employer,  in adopting this Plan
acknowledges  the Custodian or  nondiscretionary  Trustee has no discretion with
respect  to the  investment  or  re-investment  of the  Trust  Fund and that the
Custodian  or  nondiscretionary  Trustee  is acting  solely as  custodian  or as
directed trustee with respect to the assets comprising the Trust Fund.

[C] Limitation of Powers of Certain Custodians.  If a Custodian is a bank which,
under its governing  state law, does not possess trust powers,  then  paragraphs
(a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and Article XI do not
apply to that bank and that bank only has the power and  authority  to  exercise
the remaining powers, rights and duties under Section 10.03[B].
[D] Named  Fiduciary/Limitation  of  Liability  of  Nondiscretionary  Trustee or
Custodian.  Under a nondiscretionary  Trustee  designation,  the Named Fiduciary
under the  Employer's  Plan has the sole  responsibility  for the management and
control of the Employer's Trust Fund,  except with respect to a Plan asset under
the control or  direction  of a properly  appointed  Investment  Manager or with
respect to a Plan asset properly  subject to  Participant or Advisory  Committee
direction  of  investment.  If the  Employer  appoints  a  Custodian,  the Named
Fiduciary  is  the  discretionary  Trustee.  Under  a  nondiscretionary  Trustee
designation, unless the Employer designates in writing another person or persons
to serve as Named Fiduciary, the Named Fiduciary under the Plan is the president
of a corporate Employer,  the managing partner of a partnership  Employer or the
sole  proprietor,  as  appropriate.   The  Named  Fiduciary  will  exercise  its
management  and control of the Trust Fund  through its written  direction to the
nondiscretionary  Trustee  or  to  the  Custodian,   whichever  applies  to  the
Employer's Plan.

    The  nondiscretionary  Trustee or Custodian has no duty to review or to make
recommendations regarding investments made at the written direction of the Named
Fiduciary.  The nondiscretionary Trustee or Custodian must retain any investment
obtained at the written  direction of the Named Fiduciary until further directed
in  writing  by  the  Named  Fiduciary  to  dispose  of  such  investment.   The
nondiscretionary  Trustee  or  Custodian  is not liable in any manner or for any
reason for making,  retaining  or disposing  of any  investment  pursuant to any
written direction described in this paragraph.  Furthermore, the Employer agrees
to indemnify and to hold the nondiscretionary Trustee or Custodian harmless from
any damages,  costs or expenses,  including  reasonable  counsel fees, which the
nondiscretionary  Trustee  or  Custodian  may  incur  as a result  of any  claim
asserted  against  the  nondiscretionary  Trustee,  the  Custodian  or the Trust
arising out of the nondiscretionary Trustee's or Custodian's compliance with any
written direction described in this paragraph.

[E] Participant Loans. This Section 10.03[E] specifically authorizes the Trustee
to make loans on a nondiscriminatory  basis to a Participant or to a Beneficiary
in  accordance  with the loan  policy  established  by the  Advisory  Committee,
provided:  (1) the loan policy  satisfies the  requirements of Section 9.04; (2)
loans are  available  to all  Participants  and  Beneficiaries  on a  reasonably
equivalent  basis  and  are  not  available  in  a  greater  amount  for  Highly
Compensated  Employees  than for  other  Employees;  (3) any loan is  adequately
secured and bears a  reasonable  rate of  interest;  (4) the loan  provides  for
repayment  within a  specified  time;  (5) the  default  provisions  of the note
prohibit offset of the Participant's Nonforfeitable Accrued Benefit prior to the
time the Trustee  otherwise would  distribute the  Participant's  Nonforfeitable
Accrued  Benefit;  (6) the  amount of the loan does not  exceed (at the time the
Plan  extends the loan) the present  value of the  Participant's  Nonforfeitable
Accrued Benefit;  and (7) the loan otherwise  conforms to the exemption provided
by Code  ss.4975(d)(1).  If the joint and  survivor  requirements  of Article VI
apply to the  Participant,  the  Participant  may not pledge any  portion of his
Accrued  Benefit as  security  for a loan made after  August 18,  1985,  unless,
within the 90 day period ending on the date the pledge  becomes  effective,  the
Participant's  spouse,  if any,  consents (in a manner described in Section 6.05
other than the  requirement  relating to the consent of a subsequent  spouse) to
the security or, by separate consent,  to an increase in the amount of security.
If the Employer is an unincorporated  trade or business, a Participant who is an
Owner-Employee  may not receive a loan from the Plan,  unless he has  obtained a
prohibited  transaction  exemption from the Department of Labor. If the Employer
is an "S Corporation," a Participant who is a shareholder-employee  (an employee
or an officer) who, at any time during the  Employer's  taxable year,  owns more
than 5%,  either  directly or by  attribution  under Code  ss.318(a)(1),  of the
Employer's outstanding stock may not receive a loan from the Plan, unless he has
obtained a prohibited transaction exemption from the Department of Labor. If the
Employer is not an unincorporated trade or business nor an "S Corporation," this
Section  10.03[E] does not impose any  restrictions on the class of Participants
eligible for a loan from the Plan.
[F] Investment in qualifying  Employer  securities and qualifying  Employer real
property. The investment options in this Section 10.03[F] include the ability to
invest in qualifying  Employer  securities or qualifying Employer real property,
as  defined  in  and  as  limited  by  ERISA.   If  the  Employer's  Plan  is  a
Nonstandardized  profit sharing plan, it may elect in its Adoption  Agreement to
permit the  aggregate  investments  in  qualifying  Employer  securities  and in
qualifying Employer real property to exceed 10% of the value of Plan assets.

    10.04 RECORDS AND STATEMENTS.  The records of the Trustee  pertaining to the
Plan must be open to the  inspection  of the Plan  Administrator,  the  Advisory
Committee and the Employer at all reasonable  times and may be audited from time
to time by any person or persons as the Employer, Plan Administrator or Advisory
Committee   may  specify  in  writing.   The  Trustee   must  furnish  the  Plan
Administrator or Advisory  Committee with whatever  information  relating to the
Trust Fund the Plan Administrator or Advisory Committee considers necessary.

    10.05 FEES AND  EXPENSES  FROM FUND.  A Trustee or  Custodian  will  receive
reasonable  annual  compensation as may be agreed upon from time to time between
the Employer and the Trustee or Custodian.  No person who is receiving  full pay
from the  Employer  may  receive  compensation  for  services  as  Trustee or as
Custodian.  The  Trustee  will  pay from the  Trust  Fund all fees and  expenses
reasonably  incurred by the Plan,  to the extent such fees and  expenses are for
the ordinary and necessary  administration and operation of the Plan, unless the
Employer  pays such fees and  expenses.  Any fee or expense  paid,  directly  or
indirectly,  by the  Employer  is  not an  Employer  contribution  to the  Plan,
provided the fee or expense relates to the ordinary and necessary administration
of the Fund.

    10.06  PARTIES TO  LITIGATION.  Except as  otherwise  provided by ERISA,  no
Participant or Beneficiary is a necessary party or is required to receive notice
of process in any court  proceeding  involving  the Plan,  the Trust Fund or any
fiduciary of the Plan.  Any final  judgment  entered in any  proceeding  will be
conclusive upon the Employer,  the Plan  Administrator,  the Advisory Committee,
the Trustee, Custodian, Participants and Beneficiaries.

    10.07  PROFESSIONAL  AGENTS.  The  Trustee may employ and pay from the Trust
Fund reasonable compensation to agents, attorneys, accountants and other persons
to advise the  Trustee as in its  opinion  may be  necessary.  The  Trustee  may
delegate to any agent,  attorney,  accountant or other person selected by it any
non-Trustee  power or duty vested in it by the Plan,  and the Trustee may act or
refrain from acting on the advice or opinion of any agent, attorney,  accountant
or other person so selected.

    10.08  DISTRIBUTION OF CASH OR PROPERTY.  The Trustee may make  distribution
under the Plan in cash or property,  or partly in each, at its fair market value
as determined by the Trustee. For purposes of a distribution to a Participant or
to a  Participant's  designated  Beneficiary  or  surviving  spouse,  "property"
includes a Nontransferable Annuity Contract, provided the contract satisfies the
requirements of this Plan.

    10.09  DISTRIBUTION  DIRECTIONS.  If no one claims a payment or distribution
made from the Trust, the Trustee must promptly notify the Advisory Committee and
then dispose of the payment in accordance  with the subsequent  direction of the
Advisory Committee.
10.10 THIRD PARTY/MULTIPLE  TRUSTEES.  No person dealing with the Trustee is
obligated  to see to the  proper  application  of any  money  paid  or  property
delivered to the Trustee,  or to inquire  whether the Trustee has acted pursuant
to any of the terms of the Plan.  Each person  dealing  with the Trustee may act
upon any notice,  request or representation in writing by the Trustee, or by the
Trustee's duly authorized  agent,  and is not liable to any person in so acting.
The  certificate  of the Trustee that it is acting in  accordance  with the Plan
will be conclusive in favor of any person  relying on the  certificate.  If more
than two  persons act as Trustee,  a decision  of the  majority of such  persons
controls with respect to any decision regarding the administration or investment
of the Trust Fund or of any portion of the Trust Fund with respect to which such
persons act as Trustee.  However, the signature of only one Trustee is necessary
to effect any transaction on behalf of the Trust.

    10.11  RESIGNATION.  The Trustee or Custodian may resign its position at any
time by giving 30 days'  written  notice in advance to the  Employer  and to the
Advisory Committee.  If the Employer fails to appoint a successor Trustee within
60 days of its  receipt of the  Trustee's  written  notice of  resignation,  the
Trustee  will treat the  Employer as having  appointed  itself as Trustee and as
having  filed  its  acceptance  of  appointment  with the  former  Trustee.  The
Employer, in its sole discretion,  may replace a Custodian. If the Employer does
not replace a Custodian,  the  discretionary  Trustee will assume  possession of
Plan assets held by the former Custodian.

    10.12 REMOVAL. The Employer, by giving 30 days' written notice in advance to
the  Trustee,  may  remove  any  Trustee  or  Custodian.  In  the  event  of the
resignation  or removal of a Trustee,  the  Employer  must  appoint a  successor
Trustee if it intends to  continue  the Plan.  If two or more  persons  hold the
position of Trustee, in the event of the removal of one such person,  during any
period the  selection  of a  replacement  is pending,  or during any period such
person is unable to serve for any reason,  the remaining  person or persons will
act as the Trustee.

    10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE.  Each successor Trustee succeeds
to the title to the Trust vested in his  predecessor by accepting in writing his
appointment as successor  Trustee and by filing the  acceptance  with the former
Trustee and the Advisory  Committee without the signing or filing of any further
statement.  The  resigning or removed  Trustee,  upon receipt of  acceptance  in
writing of the Trust by the successor Trustee, must execute all documents and do
all acts  necessary to vest the title of record in any successor  Trustee.  Each
successor  Trustee  has and enjoys all of the  powers,  both  discretionary  and
ministerial,  conferred under this Agreement upon his  predecessor.  A successor
Trustee  is  not  personally  liable  for  any  act  or  failure  to  act of any
predecessor  Trustee,  except as required under ERISA.  With the approval of the
Employer and the Advisory  Committee,  a successor Trustee,  with respect to the
Plan,  may accept the account  rendered  and the  property  delivered to it by a
predecessor  Trustee without  incurring any liability or  responsibility  for so
doing.

    10.14  VALUATION OF TRUST.  The Trustee must value the Trust Fund as of each
Accounting Date to determine the fair market value of each Participant's Accrued
Benefit in the Trust.  The Trustee  also must value the Trust Fund on such other
valuation dates as directed in writing by the Advisory  Committee or as required
by the Employer's Adoption Agreement.

    10.15 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER,  ANCILLARY TRUSTEE OR
INDEPENDENT  FIDUCIARY  APPOINTED.  The  Trustee  is not  liable for the acts or
omissions of any Investment Manager the Advisory  Committee may appoint,  nor is
the Trustee under any obligation to invest or otherwise  manage any asset of the
Plan which is  subject to the  management  of a  properly  appointed  Investment
Manager.  The  Advisory  Committee,  the  Trustee  and  any  properly  appointed
Investment  Manager  may  execute  a  letter  agreement  as a part of this  Plan
delineating  the duties,  responsibilities  and  liabilities  of the  Investment
Manager  with  respect to any part of the Trust  Fund  under the  control of the
Investment Manager.
The limitation on liability  described in this Section 10.15 also applies to
the acts or omissions of any ancillary trustee or independent fiduciary properly
appointed under Section 10.17 of the Plan. However, if a discretionary  Trustee,
pursuant to the delegation  described in Section 10.17 of the Plan,  appoints an
ancillary  trustee,  the  discretionary  Trustee is responsible for the periodic
review of the  ancillary  trustee's  actions  and must  exercise  its  delegated
authority in  accordance  with the terms of the Plan and in a manner  consistent
with ERISA. The Employer, the discretionary Trustee and an ancillary trustee may
execute  a  letter   agreement   as  a  part  of  this  Plan   delineating   any
indemnification agreement between the parties.

    10.16  INVESTMENT IN GROUP TRUST FUND. The Employer,  by adopting this Plan,
specifically  authorizes  the Trustee to invest all or any portion of the assets
comprising  the Trust  Fund in any  group  trust  fund  which at the time of the
investment  provides for the pooling of the assets of plans qualified under Code
ss.401(a).  This authorization  applies solely to a group trust fund exempt from
taxation  under Code  ss.501(a) and the trust  agreement of which  satisfies the
requirements  of Revenue Ruling  81-100.  The provisions of the group trust fund
agreement,  as amended  from time to time,  are by this  reference  incorporated
within this Plan and Trust.  The  provisions of the group trust fund will govern
any  investment  of Plan assets in that fund.  The  Employer  must specify in an
attachment  to its  adoption  agreement  the group  trust  fund(s) to which this
authorization  applies. If the Trustee is acting as a nondiscretionary  Trustee,
the  investment in the group trust fund is available  only in accordance  with a
proper direction,  by the Named Fiduciary,  in accordance with Section 10.03[B].
Pursuant to  paragraph  (c) of Section  10.03[A] of the Plan,  a Trustee has the
authority  to invest in certain  common  trust funds and  collective  investment
funds without the need for the  authorizing  addendum  described in this Section
10.16.

    Furthermore,  at the  Employer's  direction,  the  Trustee,  for  collective
investment  purposes,  may combine into one trust fund the Trust  created  under
this Plan with the Trust created under any other  qualified  retirement plan the
Employer  maintains.  However,  the Trustee must  maintain  separate  records of
account  for the  assets  of each  Trust  in  order  to  reflect  properly  each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

    10.17  APPOINTMENT  OF  ANCILLARY  TRUSTEE  OR  INDEPENDENT  FIDUCIARY.  The
Employer,  in writing,  may appoint any person in any State to act as  ancillary
trustee with respect to a designated  portion of the Trust Fund,  subject to the
consent  required  under  Section 1.02 if the Master Plan Sponsor is a financial
institution.  An ancillary trustee must acknowledge in writing its acceptance of
the terms  and  conditions  of its  appointment  as  ancillary  trustee  and its
fiduciary  status under ERISA.  The  ancillary  trustee has the rights,  powers,
duties and discretion as the Employer may delegate,  subject to any  limitations
or  directions  specified  in  the  instrument  evidencing  appointment  of  the
ancillary  trustee  and to the  terms of the Plan or of  ERISA.  The  investment
powers  delegated to the  ancillary  trustee may include any  investment  powers
available  under  Section  10.03 of the Plan  including  the right to invest any
portion of the assets of the Trust Fund in a common trust fund,  as described in
Code ss.584,  or in any  collective  investment  fund,  the  provisions of which
govern the  investment  of such assets and which the Plan  incorporates  by this
reference,  but only if the  ancillary  trustee is a bank or  similar  financial
institution  supervised  by the  United  States or by a State and the  ancillary
trustee (or its  affiliate,  as defined in Code  ss.1504)  maintains  the common
trust  fund  or  collective  investment  fund  exclusively  for  the  collective
investment of money contributed by the ancillary trustee (or its affiliate) in a
trustee  capacity  and which  conforms  to the rules of the  Comptroller  of the
Currency.  The Employer also may appoint as an ancillary trustee, the trustee of
any group trust fund  designated  for  investment  pursuant to the provisions of
Section 10.16 of the Plan.
The  ancillary  trustee may resign its  position at any time by providing at
least 30 days'  advance  written  notice to the  Employer,  unless the  Employer
waives  this  notice  requirement.  The  Employer,  in  writing,  may  remove an
ancillary  trustee at any time.  In the event of  resignation  or  removal,  the
Employer may appoint another ancillary trustee, return the assets to the control
and  management  of the  Trustee  or  receive  such  assets in the  capacity  of
ancillary  trustee.  The Employer may delegate its  responsibilities  under this
Section  10.17  to  a  discretionary  Trustee  under  the  Plan,  but  not  to a
nondiscretionary  Trustee or to a Custodian,  subject to the  acceptance  by the
discretionary Trustee of that delegation.

    If the U.S. Department of Labor ("the Department") requires engagement of an
independent  fiduciary to have control or  management of all or a portion of the
Trust Fund, the Employer will appoint such independent fiduciary, as directed by
the Department. The independent fiduciary will have the duties, responsibilities
and  powers  prescribed  by the  Department  and  will  exercise  those  duties,
responsibilities  and  powers in  accordance  with the terms,  restrictions  and
conditions  established  by the Department  and, to the extent not  inconsistent
with ERISA,  the terms of the Plan.  The  independent  fiduciary must accept its
appointment  in writing and must  acknowledge  its status as a fiduciary  of the
Plan.

                          * * * * * * * * * * * * * * *
ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

    11.01 INSURANCE  BENEFIT.  The Employer may elect to provide incidental life
insurance  benefits for  insurable  Participants  who consent to life  insurance
benefits by signing the  appropriate  insurance  company  application  form. The
Trustee  will  not  purchase  any  incidental  life  insurance  benefit  for any
Participant prior to an allocation to the Participant's  Account.  At an insured
Participant's written direction,  the Trustee will use all or any portion of the
Participant's  nondeductible voluntary  contributions,  if any, to pay insurance
premiums covering the Participant's life. This Section 11.01 also authorizes the
purchase of life insurance, for the benefit of the Participant, on the life of a
family member of the Participant or on any person in whom the Participant has an
insurable  interest.  However,  if the  policy  is on  the  joint  lives  of the
Participant and another person, the Trustee may not maintain that policy if that
other person predeceases the Participant.

    The  Employer  will  direct the  Trustee  as to the  insurance  company  and
insurance  agent  through  which  the  Trustee  is  to  purchase  the  insurance
contracts,  the amount of the coverage and the applicable  dividend  plan.  Each
application  for a policy,  and the  policies  themselves,  must  designate  the
Trustee as sole owner,  with the right  reserved to the Trustee to exercise  any
right or option  contained in the policies,  subject to the terms and provisions
of this Agreement.  The Trustee must be the named beneficiary for the Account of
the  insured   Participant.   Proceeds  of  insurance   contracts  paid  to  the
Participant's  Account  under this  Article XI are  subject to the  distribution
requirements  of Article V and of Article  VI. The  Trustee  will not retain any
such proceeds for the benefit of the Trust.

    The Trustee will charge the  premiums on any  incidental  benefit  insurance
contract  covering  the  life  of a  Participant  against  the  Account  of that
Participant.  The Trustee will hold all incidental  benefit insurance  contracts
issued under the Plan as assets of the Trust created under the Plan.

(A) Incidental insurance benefits. The aggregate of life insurance premiums paid
for the benefit of a  Participant,  at all times,  may not exceed the  following
percentages  of the aggregate of the Employer's  contributions  allocated to any
Participant's  Account:  (i) 49% in the case of the  purchase of  ordinary  life
insurance  contracts;  or (ii)  25% in the  case of the  purchase  of term  life
insurance or universal  life  insurance  contracts.  If the Trustee  purchases a
combination  of ordinary life insurance  contract(s)  and term life insurance or
universal life insurance  contract(s),  then the sum of one-half of the premiums
paid for the ordinary life insurance  contract(s)  and the premiums paid for the
term life insurance or universal life insurance  contract(s)  may not exceed 25%
of the Employer contributions allocated to any Participant's Account.

(B) Exception for certain  profit sharing  plans.  If the  Employer's  Plan is a
profit sharing plan,  the incidental  insurance  benefits  requirement  does not
apply  to the Plan if the Plan  purchases  life  insurance  benefits  only  from
Employer contributions accumulated in the Participant's Account for at least two
years (measured from the allocation date).

    11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not continue
any life insurance  protection for any Participant  beyond his annuity  starting
date (as defined in Article  VI). If the Trustee  holds any  incidental  benefit
insurance  contract(s)  for the benefit of a Participant  when he terminates his
employment (other than by reason of death), the Trustee must proceed as follows:

    (a) If the entire cash value of the contract(s) is vested in the terminating
    Participant, or if the contract(s) will have no cash value at the end of the
    policy year in which  termination  of  employment  occurs,  the Trustee will
    transfer the  contract(s) to the  Participant  endorsed so as to vest in the
    transferee all right, title and interest to the contract(s),  free and clear
    of the Trust; subject however, to restrictions as to surrender or payment of
    benefits as the  issuing  insurance  company may permit and as the  Advisory
    Committee directs;
(b) If only  part of the cash  value of the  contract(s)  is  vested  in the
    terminating  Participant,  the  Trustee,  to the  extent  the  Participant's
    interest in the cash value of the contract(s) is not vested,  may adjust the
    Participant's  interest  in the value of his Account  attributable  to Trust
    assets other than incidental  benefit insurance  contracts and proceed as in
    (a), or the Trustee must effect a loan from the issuing insurance company on
    the sole security of the  contract(s)  for an amount equal to the difference
    between the cash value of the  contract(s)  at the end of the policy year in
    which termination of employment occurs and the amount of the cash value that
    is vested in the terminating Participant,  and the Trustee must transfer the
    contract(s)  endorsed so as to vest in the transferee  all right,  title and
    interest to the contract(s),  free and clear of the Trust;  subject however,
    to the  restrictions  as to  surrender or payment of benefits as the issuing
    insurance company may permit and the Advisory Committee directs;

    (c) If no part  of the  cash  value  of the  contract(s)  is  vested  in the
    terminating Participant, the Trustee must surrender the contract(s) for cash
    proceeds as may be available.

    In  accordance  with the written  direction of the Advisory  Committee,  the
Trustee will make any transfer of  contract(s)  under this Section  11.02 on the
Participant's annuity starting date (or as soon as administratively  practicable
after that date).  The Trustee may not transfer any contract  under this Section
11.02 which contains a method of payment not specifically  authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable,  of Article VI. In this regard, the Trustee either must convert such
a contract to cash and  distribute  the cash instead of the contract,  or before
making the  transfer,  require  the issuing  company to delete the  unauthorized
method of payment option from the contract.

    11.03  DEFINITIONS. For purposes of this Article XI:

    (a)  "Policy"  means an  ordinary  life  insurance  contract  or a term life
    insurance contract issued by an insurer on the life of a Participant.

    (b) "Issuing  insurance  company" is any life  insurance  company  which has
    issued a policy  upon  application  by the  Trustee  under the terms of this
    Agreement.

    (c) "Contract" or "Contracts"  means a policy of insurance.  In the event of
    any  conflict  between  the  provisions  of this  Plan and the  terms of any
    contract or policy of insurance  issued in accordance  with this Article XI,
    the provisions of the Plan control.

    (d)  "Insurable  Participant"  means a  Participant  to  whom  an  insurance
    company,  upon an application  being  submitted in accordance with the Plan,
    will issue insurance coverage,  either as a standard risk or as a risk in an
    extra mortality classification.

    11.04  DIVIDEND  PLAN.  The dividend  plan is premium  reduction  unless the
Advisory Committee directs the Trustee to the contrary. The Trustee must use all
dividends for a contract to purchase insurance benefits or additional  insurance
benefits for the Participant on whose life the insurance  company has issued the
contract.  Furthermore,  the  Trustee  must  arrange,  where  possible,  for all
policies  issued  on the lives of  Participants  under the Plan to have the same
premium due date and all ordinary life insurance contracts to contain guaranteed
cash values with as uniform  basic  options as are possible to obtain.  The term
"dividends" includes policy dividends, refunds of premiums and other credits.

     11.05  INSURANCE  COMPANY NOT A PARTY TO AGREEMENT.  No insurance  company,
solely in its  capacity  as an  issuing  insurance  company,  is a party to this
Agreement nor is the company responsible for its validity.
11.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS.  No insurance
company,  solely in its capacity as an issuing insurance  company,  need examine
the terms of this  Agreement  nor is  responsible  for any  action  taken by the
Trustee.

    11.07 INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE.  For the purpose of
making  application to an insurance  company and in the exercise of any right or
option  contained  in any  policy,  the  insurance  company  may  rely  upon the
signature of the Trustee and is saved  harmless  and  completely  discharged  in
acting at the direction and authorization of the Trustee.

    11.08 ACQUITTANCE. An insurance company is discharged from all liability for
any amount paid to the Trustee or paid in  accordance  with the direction of the
Trustee, and is not obliged to see to the distribution or further application of
any moneys it so pays.

    11.09 DUTIES OF INSURANCE  COMPANY.  Each  insurance  company must keep such
records, make such identification of contracts, funds and accounts within funds,
and supply such information as may be necessary for the proper administration of
the Plan under which it is carrying insurance benefits.

    Note: The provisions of this Article XI are not applicable, and the Plan may
not invest in  insurance  contracts,  if a Custodian  signatory  to the Adoption
Agreement is a bank which has not acquired trust powers from its governing state
banking authority.

                          * * * * * * * * * * * * * * *
ARTICLE XII
                                  MISCELLANEOUS

    12.01 EVIDENCE. Anyone required to give evidence under the terms of the Plan
may do so by certificate,  affidavit,  document or other  information  which the
person to act in reliance may consider pertinent,  reliable and genuine,  and to
have been signed, made or presented by the proper party or parties. The Advisory
Committee  and the Trustee are fully  protected  in acting and relying  upon any
evidence described under the immediately preceding sentence.

    12.02 NO  RESPONSIBILITY  FOR EMPLOYER  ACTION.  Neither the Trustee nor the
Advisory  Committee  has any  obligation or  responsibility  with respect to any
action  required by the Plan to be taken by the  Employer,  any  Participant  or
eligible Employee, or for the failure of any of the above persons to act or make
any payment or contribution,  or to otherwise  provide any benefit  contemplated
under this  Plan.  Furthermore,  the Plan does not  require  the  Trustee or the
Advisory  Committee to collect any  contribution  required under the Plan, or to
determine the  correctness of the amount of any Employer  contribution.  Neither
the Trustee nor the Advisory  Committee need inquire into or be responsible  for
any action or failure  to act on the part of the  others,  or on the part of any
other person who has any responsibility regarding the management, administration
or  operation  of the Plan,  whether  by the  express  terms of the Plan or by a
separate  agreement  authorized by the Plan or by the  applicable  provisions of
ERISA.  Any action  required  of a  corporate  Employer  must be by its Board of
Directors or its designate.

    12.03 FIDUCIARIES NOT INSURERS.  The Trustee,  the Advisory  Committee,  the
Plan Administrator and the Employer in no way guarantee the Trust Fund from loss
or depreciation.  The Employer does not guarantee the payment of any money which
may be or becomes due to any person from the Trust Fund.  The  liability  of the
Advisory  Committee  and the Trustee to make any payment  from the Trust Fund at
any time and all times is limited to the then available assets of the Trust.

    12.04  WAIVER OF NOTICE.  Any person  entitled to notice  under the Plan may
waive the notice,  unless the Code or Treasury regulations  prescribe the notice
or ERISA specifically or impliedly prohibits such a waiver.

    12.05 SUCCESSORS.  The Plan is binding upon all persons entitled to benefits
under the Plan,  their  respective  heirs  and legal  representatives,  upon the
Employer,  its  successors  and  assigns,  and upon the  Trustee,  the  Advisory
Committee, the Plan Administrator and their successors.

    12.06 WORD USAGE.  Words used in the  masculine  also apply to the  feminine
where applicable,  and wherever the context of the Employer's Plan dictates, the
plural includes the singular and the singular includes the plural.

    12.07 STATE LAW. The law of the state of the Employer's  principal  place of
business (unless otherwise  designated in an addendum to the Employer's Adoption
Agreement)  will determine all questions  arising with respect to the provisions
of this Agreement except to the extent superseded by Federal law.

    12.08  EMPLOYER'S  RIGHT TO  PARTICIPATE.  If the  Employer's  Plan fails to
qualify or to maintain  qualification  or if the Employer makes any amendment or
modification  to a provision of this Plan (other than a proper  completion of an
elective provision under the Adoption Agreement or the attachment of an addendum
authorized by the Plan or by the Adoption Agreement), the Employer may no longer
participate  under this Master Plan. The Employer also may not  participate  (or
continue to  participate)  in this Master Plan if the Trustee or Custodian (or a
change in the Trustee or Custodian) does not satisfy the requirements of Section
1.02 of the Plan.  If the  Employer is not  entitled to  participate  under this
Master  Plan,  the  Employer's  Plan is an  individually-designed  plan  and the
reliance  procedures  specified in the applicable  Adoption  Agreement no longer
will apply.
12.09  EMPLOYMENT NOT  GUARANTEED.  Nothing  contained in this Plan, or with
respect to the  establishment  of the Trust, or any modification or amendment to
the Plan or Trust,  or in the  creation  of any  Account,  or the payment of any
benefit, gives any Employee,  Employee-Participant  or any Beneficiary any right
to continue  employment,  any legal or equitable right against the Employer,  or
Employee of the Employer, or against the Trustee, or its agents or employees, or
against the Plan  Administrator,  except as expressly  provided by the Plan, the
Trust, ERISA or by a separate agreement.

                          * * * * * * * * * * * * * * *
ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

    13.01 EXCLUSIVE BENEFIT.  Except as provided under Article III, the Employer
has no beneficial interest in any asset of the Trust and no part of any asset in
the Trust may ever  revert to or be repaid to an  Employer,  either  directly or
indirectly;  nor, prior to the  satisfaction of all liabilities  with respect to
the  Participants  and their  Beneficiaries  under the Plan, may any part of the
corpus or income of the Trust Fund, or any asset of the Trust,  be (at any time)
used for, or  diverted  to,  purposes  other than the  exclusive  benefit of the
Participants or their  Beneficiaries.  However,  if the Commissioner of Internal
Revenue,  upon  the  Employer's  request  for  initial  approval  of this  Plan,
determines the Trust created under the Plan is not a qualified trust exempt from
Federal  income tax, then (and only then) the Trustee,  upon written notice from
the  Employer,   will  return  the  Employer's   contributions   (and  increment
attributable to the  contributions)  to the Employer.  The Trustee must make the
return of the Employer  contribution under this Section 13.01 within one year of
a final disposition of the Employer's  request for initial approval of the Plan.
The Employer's  Plan and Trust will  terminate upon the Trustee's  return of the
Employer's contributions.

     13.02  AMENDMENT  BY  EMPLOYER.  The Employer has the right at any time and
from time to time:

    (a) To amend the elective provisions of the Adoption Agreement in any manner
    it  deems   necessary   or  advisable  in  order  to  qualify  (or  maintain
    qualification  of)  this  Plan and the  Trust  created  under  it under  the
    provisions of Code ss.401(a);

     (b) To amend  the Plan to allow the Plan to  operate  under a waiver of the
     minimum funding requirement; and

    (c)  To amend this Agreement in any other manner.

    No amendment  may  authorize or permit any of the Trust Fund (other than the
part which is required to pay taxes and administration  expenses) to be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or their  Beneficiaries or estates. No amendment may cause or permit any portion
of the  Trust  Fund to  revert  to or become a  property  of the  Employer.  The
Employer  also may not make any amendment  which  affects the rights,  duties or
responsibilities  of  the  Trustee,  the  Plan  Administrator  or  the  Advisory
Committee  without  the  written  consent  of the  affected  Trustee,  the  Plan
Administrator  or the affected  member of the Advisory  Committee.  The Employer
must make all amendments in writing. Each amendment must state the date to which
it is either retroactively or prospectively effective. See Section 12.08 for the
effect of certain amendments adopted by the Employer.

(A) Code ss.411(d)(6)  protected benefits.  An amendment (including the adoption
of  this  Plan  as a  restatement  of an  existing  plan)  may  not  decrease  a
Participant's  Accrued  Benefit,  except  to the  extent  permitted  under  Code
ss.412(c)(8),  and may not  reduce  or  eliminate  Code  ss.411(d)(6)  protected
benefits  determined  immediately  prior to the adoption date (or, if later, the
effective  date) of the  amendment.  An  amendment  reduces or  eliminates  Code
ss.411(d)(6)  protected  benefits if the  amendment has the effect of either (1)
eliminating or reducing an early retirement benefit or a retirement-type subsidy
(as  defined in  Treasury  regulations),  or (2) except as  provided by Treasury
regulations,  eliminating  an optional form of benefit.  The Advisory  Committee
must  disregard an amendment to the extent  application  of the amendment  would
fail to satisfy this  paragraph.  If the Advisory  Committee  must  disregard an
amendment  because the  amendment  would  violate  clause (1) or clause (2), the
Advisory  Committee must maintain a schedule of the early  retirement  option or
other  optional  forms  of  benefit  the Plan  must  continue  for the  affected
Participants.
13.03 AMENDMENT BY MASTER PLAN SPONSOR.  The Master Plan Sponsor (or PPD, as
agent of the Master Plan Sponsor), without the Employer's consent, may amend the
Plan and Trust, from time to time, in order to conform the Plan and Trust to any
requirement for  qualification  of the Plan and Trust under the Internal Revenue
Code.  The Master Plan  Sponsor may not amend the Plan in any manner which would
modify any election made by the Employer  under the Plan without the  Employer's
written consent.  Furthermore, the Master Plan Sponsor may not amend the Plan in
any manner which would violate the proscription of Section 13.02. A Trustee does
not have the power to amend the Plan or Trust.

    13.04 DISCONTINUANCE. The Employer has the right, at any time, to suspend or
discontinue  its  contributions  under the Plan, and to terminate,  at any time,
this Plan and the Trust created under this  Agreement.  The Plan will  terminate
upon the first to occur of the following:

    (a) The date terminated by action of the Employer;

    (b) The  dissolution or merger of the Employer,  unless the successor  makes
    provision to continue the Plan, in which event the successor must substitute
    itself  as the  Employer  under  this  Plan.  Any  termination  of the  Plan
    resulting from this paragraph (b) is not effective until compliance with any
    applicable notice requirements under ERISA.

    13.05 FULL VESTING ON TERMINATION.  Upon either full or partial  termination
of the Plan, or, if applicable,  upon complete  discontinuance of profit sharing
plan contributions to the Plan, an affected  Participant's  right to his Accrued
Benefit is 100%  Nonforfeitable,  irrespective of the Nonforfeitable  percentage
which otherwise would apply under Article V.

    13.06 MERGER/DIRECT  TRANSFER. The Trustee may not consent to, or be a party
to, any merger or consolidation with another plan, or to a transfer of assets or
liabilities to another plan, unless immediately after the merger,  consolidation
or transfer,  the surviving Plan provides each Participant a benefit equal to or
greater  than the benefit  each  Participant  would have  received  had the Plan
terminated  immediately  before the merger or  consolidation  or  transfer.  The
Trustee  possesses  the specific  authority to enter into merger  agreements  or
direct transfer of assets agreements with the trustees of other retirement plans
described in Code ss.401(a),  including an elective transfer,  and to accept the
direct  transfer of plan assets,  or to transfer plan assets,  as a party to any
such agreement.

    The  Trustee  may accept a direct  transfer  of plan  assets on behalf of an
Employee  prior  to the date  the  Employee  satisfies  the  Plan's  eligibility
conditions.  If the Trustee accepts such a direct  transfer of plan assets,  the
Advisory  Committee and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the  Employee is not a  Participant  for purposes of
sharing in Employer  contributions  or  Participant  forfeitures  under the Plan
until he actually becomes a Participant in the Plan.
(A) Elective transfers.  The Trustee,  after August 9, 1988, may not consent to,
or be a party to a merger,  consolidation  or  transfer of assets with a defined
benefit  plan,  except  with  respect  to an  elective  transfer,  or unless the
transferred  benefits are in the form of paid-up  individual  annuity  contracts
guaranteeing  the payment of the  transferred  benefits in  accordance  with the
terms of the transferor  plan and in a manner  consistent with the Code and with
ERISA. The Trustee will hold,  administer and distribute the transferred  assets
as a part of the Trust Fund and the Trustee  must  maintain a separate  Employer
contribution Account for the benefit of the Employee on whose behalf the Trustee
accepted the transfer in order to reflect the value of the  transferred  assets.
Unless a transfer of assets to this Plan is an elective transfer,  the Plan will
preserve  all  Code  ss.411(d)(6)  protected  benefits  with  respect  to  those
transferred  assets,  in the manner described in Section 13.02. A transfer is an
elective  transfer if: (1) the transfer  satisfies  the first  paragraph of this
Section 13.06; (2) the transfer is voluntary, under a fully informed election by
the  Participant;  (3) the Participant has an alternative  that retains his Code
ss.411(d)(6) protected benefits (including an option to leave his benefit in the
transferor plan, if that plan is not  terminating);  (4) the transfer  satisfies
the applicable spousal consent requirements of the Code; (5) the transferor plan
satisfies  the joint  and  survivor  notice  requirements  of the  Code,  if the
Participant's  transferred  benefit is subject  to those  requirements;  (6) the
Participant has a right to immediate  distribution  from the transferor plan, in
lieu of the  elective  transfer;  (7) the  transferred  benefit  is at least the
greater of the single sum distribution provided by the transferor plan for which
the  Participant is eligible or the present value of the  Participant's  accrued
benefit under the transferor plan payable at that plan's normal  retirement age;
(8)  the  Participant  has a 100%  Nonforfeitable  interest  in the  transferred
benefit;   and  (9)  the  transfer  otherwise   satisfies   applicable  Treasury
regulations. An elective transfer may occur between qualified plans of any type.
Any direct  transfer of assets from a defined benefit plan after August 9, 1988,
which does not  satisfy  the  requirements  of this  paragraph  will  render the
Employer's Plan individually-designed. See Section 12.08.

(B)  Distribution  restrictions  under Code  ss.401(k).  If the Plan  receives a
direct transfer (by merger or otherwise) of elective  contributions  (or amounts
treated  as  elective   contributions)  under  a  Plan  with  a  Code  ss.401(k)
arrangement,  the  distribution  restrictions of Code  ss.ss.401(k)(2)  and (10)
continue to apply to those transferred elective contributions.

    13.07  TERMINATION.

(A) Procedure.  Upon  termination of the Plan,  the  distribution  provisions of
Article VI remain operative, with the following exceptions:

    (1) if the present value of the Participant's Nonforfeitable Accrued Benefit
    does not exceed  $3,500,  the Advisory  Committee will direct the Trustee to
    distribute the Participant's  Nonforfeitable  Accrued Benefit to him in lump
    sum as soon as administratively practicable after the Plan terminates; and

    (2) if the present value of the Participant's Nonforfeitable Accrued Benefit
    exceeds  $3,500,  the  Participant  or the  Beneficiary,  in addition to the
    distribution  events  permitted  under  Article  VI,  may  elect to have the
    Trustee commence distribution of his Nonforfeitable  Accrued Benefit as soon
    as administratively practicable after the Plan terminates.

    To liquidate  the Trust,  the Advisory  Committee  will  purchase a deferred
annuity  contract  for  each  Participant   which  protects  the   Participant's
distribution rights under the Plan, if the Participant's  Nonforfeitable Accrued
Benefit  exceeds  $3,500  and  the  Participant  does  not  elect  an  immediate
distribution pursuant to Paragraph (2).
If the  Employer's  Plan is a profit  sharing plan, in lieu of the preceding
provisions of this Section 13.07 and the distribution  provisions of Article VI,
the Advisory  Committee will direct the Trustee to distribute each Participant's
Nonforfeitable  Accrued  Benefit,  in lump  sum,  as  soon  as  administratively
practicable after the termination of the Plan, irrespective of the present value
of the Participant's  Nonforfeitable Accrued Benefit and whether the Participant
consents to that  distribution.  This  paragraph does not apply if: (1) the Plan
provides an annuity option; or (2) as of the period between the Plan termination
date and the final  distribution  of assets,  the Employer  maintains  any other
defined contribution plan (other than an ESOP). The Employer,  in an addendum to
its Adoption  Agreement  numbered  13.07,  may elect not to have this  paragraph
apply.

    The Trust will continue  until the Trustee in accordance  with the direction
of the Advisory Committee has distributed all of the benefits under the Plan. On
each  valuation  date,  the  Advisory  Committee  will  credit  any  part  of  a
Participant's Accrued Benefit retained in the Trust with its proportionate share
of the Trust's income, expenses, gains and losses, both realized and unrealized.
Upon  termination of the Plan, the amount,  if any, in a suspense  account under
Article  III will  revert to the  Employer,  subject  to the  conditions  of the
Treasury regulations  permitting such a reversion.  A resolution or amendment to
freeze all future benefit accrual but otherwise to continue  maintenance of this
Plan, is not a termination for purposes of this Section 13.07.

(B)  Distribution  restrictions  under Code  ss.401(k).  If the Employer's  Plan
includes a Code  ss.401(k)  arrangement or if  transferred  assets  described in
Section   13.06  are   subject  to  the   distribution   restrictions   of  Code
ss.ss.401(k)(2)  and (10), the special  distribution  provisions of this Section
13.07 are  subject to the  restrictions  of this  paragraph.  The portion of the
Participant's   Nonforfeitable   Accrued   Benefit   attributable   to  elective
contributions  (or to amounts  treated under the Code  ss.401(k)  arrangement as
elective contributions) is not distributable on account of Plan termination,  as
described  in this  Section  13.07,  unless:  (a) the  Participant  otherwise is
entitled under the Plan to a distribution of that portion of his  Nonforfeitable
Accrued Benefit; or (b) the Plan termination occurs without the establishment of
a successor  plan. A successor  plan under clause (b) is a defined  contribution
plan (other than an ESOP) maintained by the Employer (or by a related  employer)
at the time of the  termination  of the Plan or within the period  ending twelve
months after the final  distribution of assets. A distribution  made after March
31, 1988, pursuant to clause (b), must be part of a lump sum distribution to the
Participant of his Nonforfeitable Accrued Benefit.

                          * * * * * * * * * * * * * * *
ARTICLE XIV
                 CODE ss.401(k) AND CODE ss.401(m) ARRANGEMENTS

    14.01  APPLICATION.  This Article XIV applies to an Employer's  Plan only if
the Employer is maintaining its Plan under a Code ss.401(k) Adoption Agreement.

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

(A) Salary  Reduction  Arrangement.  If the Employer  elects a salary  reduction
arrangement,  any Employee eligible to participate in the Plan may file a salary
reduction agreement with the Advisory Committee.  The salary reduction agreement
may not be effective  earlier than the following date which occurs last: (i) the
Employee's  Plan  Entry  Date (or,  in the case of a  reemployed  Employee,  his
reparticipation  date  under  Article  II);  (ii)  the  execution  date  of  the
Employee's  salary reduction  agreement;  (iii) the date the Employer adopts the
Code  ss.401(k)  arrangement  by executing the Adoption  Agreement;  or (iv) the
effective date of the Code ss.401(k) arrangement, as specified in the Employer's
Adoption  Agreement.  Regarding  clause (i), an Employee subject to the Break in
Service  rule of  Section  2.03(B)  of the  Plan  may not  enter  into a  salary
reduction  agreement  until the  Employee has  completed a sufficient  number of
Hours of Service to receive  credit for a Year of Service (as defined in Section
2.02) following his reemployment commencement date. A salary reduction agreement
must  specify  the  amount of  Compensation  (as  defined  in  Section  1.12) or
percentage of Compensation  the Employee wishes to defer.  The salary  reduction
agreement will apply only to Compensation  which becomes currently  available to
the Employee after the effective  date of the salary  reduction  agreement.  The
Employer will apply a reduction  election to all Compensation  (and to increases
in such  Compensation)  unless the Employee  specifies  in his salary  reduction
agreement  to limit the  election to certain  Compensation.  The  Employer  will
specify in Adoption Agreement Section 3.01 the rules and restrictions applicable
to the Employees salary reduction agreements.

(B) Cash or  deferred  arrangement.  If the  Employer  elects a cash or deferred
arrangement,  a  Participant  may  elect  to make a cash  election  against  his
proportionate  share  of  the  Employer's  Cash  or  Deferred  Contribution,  in
accordance with the Employer's  elections in Adoption  Agreement Section 3.01. A
Participant's   proportionate   share  of  the   Employer's   Cash  or  Deferred
Contribution is the percentage of the total Cash or Deferred  Contribution which
bears the same ratio that the Participant's Compensation for the Plan Year bears
to the total Compensation of all Participants for the Plan Year. For purposes of
determining  each  Participant's  proportionate  share of the  Cash or  Deferred
Contribution,  a Participant's  Compensation  is his  Compensation as determined
under  Section  1.12 of the Plan (as  modified  by Section  3.06 for  allocation
purposes),  excluding  any  effect  the  proportionate  share  may  have  on the
Participant's  Compensation  for the Plan  Year.  The  Advisory  Committee  will
determine the proportionate share prior to the Employer's actual contribution to
the Trust, to provide the  Participants  the opportunity to file cash elections.
The  Employer  will  pay  directly  to  the   Participant  the  portion  of  his
proportionate share the Participant has elected to receive in cash.

(C) Election not to participate.  A Participant's or Employee's  election not to
participate, pursuant to Section 2.06, includes his right to enter into a salary
reduction  agreement  or to  share  in  the  allocation  of a Cash  or  Deferred
Contribution,  unless  the  Participant  or  Employee  limits  the effect of the
election to the non-401(k) portions of the Plan.
14.03 DEFINITIONS. For purposes of this Article XIV:

    (a) "Highly  Compensated  Employee" means an Eligible Employee who satisfies
    the definition in Section 1.09 of the Plan.  Family members  aggregated as a
    single  Employee under Section 1.09  constitute a single Highly  Compensated
    Employee,  whether  a  particular  family  member  is a  Highly  Compensated
    Employee or a Nonhighly  Compensated  Employee  without the  application  of
    family aggregation.

    (b) "Nonhighly Compensated Employee" means an Eligible Employee who is not a
    Highly  Compensated  Employee  and who is not a family  member  treated as a
    Highly Compensated Employee.

    (c) "Eligible  Employee"  means,  for purposes of the ADP test  described in
    Section 14.08, an Employee who is eligible to enter into a salary  reduction
    agreement for the Plan Year, irrespective of whether he actually enters into
    such an agreement,  and a  Participant  who is eligible for an allocation of
    the Employer's Cash or Deferred Contribution for the Plan Year. For purposes
    of the ACP test described in Section 14.09,  an "Eligible  Employee" means a
    Participant   who  is  eligible  to  receive  an   allocation   of  matching
    contributions  (or would be  eligible  if he made the type of  contributions
    necessary  to  receive  an  allocation  of  matching  contributions)  and  a
    Participant   who  is   eligible   to  make   nondeductible   contributions,
    irrespective of whether he actually makes  nondeductible  contributions.  An
    Employee  continues  to be an  Eligible  Employee  during a period  the Plan
    suspends the Employee's  right to make elective  deferrals or  nondeductible
    contributions following a hardship distribution.

     (d) "Highly  Compensated  Group" means the group of Eligible  Employees who
     are Highly Compensated Employees for the Plan Year.

    (e) "Nonhighly  Compensated Group" means the group of Eligible Employees who
    are Nonhighly Compensated Employees for the Plan Year.

    (f) "Compensation"  means,  except as specifically  provided in this Article
    XIV,  Compensation  as defined  for  nondiscrimination  purposes  in Section
    1.12(B) of the Plan.  To  compute an  Employee's  ADP or ACP,  the  Advisory
    Committee may limit Compensation taken into account to Compensation received
    only for the portion of the Plan Year in which the  Employee was an Eligible
    Employee  and only for the portion of the Plan Year in which the Plan or the
    Code ss.401(k) arrangement was in effect.

    (g) "Deferral  contributions" are Salary Reduction Contributions and Cash or
    Deferred Contributions the Employer contributes to the Trust on behalf of an
    Eligible Employee,  irrespective of whether, in the case of Cash or Deferred
    Contributions,  the  contribution  is at the election of the  Employee.  For
    Salary  Reduction  Contributions,  the terms  "deferral  contributions"  and
    "elective deferrals" have the same meaning.

    (h) "Elective  deferrals" are all Salary  Reduction  Contributions  and that
    portion of any Cash or Deferred  Contribution which the Employer contributes
    to the Trust at the election of an Eligible Employee.  Any portion of a Cash
    or Deferred Contribution  contributed to the Trust because of the Employee's
    failure  to make a cash  election  is an  elective  deferral.  However,  any
    portion of a Cash or Deferred  Contribution over which the Employee does not
    have a cash election is not an elective deferral.  Elective deferrals do not
    include amounts which have become currently  available to the Employee prior
    to the election nor amounts designated as nondeductible contributions at the
    time of deferral or contribution.

    (i)  "Matching  contributions"  are  contributions  made by the  Employer on
    account of  elective  deferrals  under a Code  ss.401(k)  arrangement  or on
    account of  employee  contributions.  Matching  contributions  also  include
    Participant  forfeitures  allocated on account of such elective deferrals or
    employee contributions.
(j) "Nonelective contributions" are contributions made by the Employer which
    are not  subject to a deferral  election  by an  Employee  and which are not
    matching contributions.

    (k) "Qualified matching  contributions" are matching contributions which are
    100%  Nonforfeitable  at all times and which are subject to the distribution
    restrictions described in paragraph (m). Matching contributions are not 100%
    Nonforfeitable  at all  times  if  the  Employee  has a 100%  Nonforfeitable
    interest  because of his Years of Service taken into account under a vesting
    schedule. Any matching contributions  allocated to a Participant's Qualified
    Matching  Contributions  Account  under the Plan  automatically  satisfy the
    definition of qualified matching contributions.

    (l) "Qualified  nonelective  contributions"  are  nonelective  contributions
    which are 100%  Nonforfeitable  at all times  and which are  subject  to the
    distribution   restrictions   described   in  paragraph   (m).   Nonelective
    contributions are not 100% Nonforfeitable at all times if the Employee has a
    100%  Nonforfeitable  interest  because of his Years of  Service  taken into
    account under a vesting schedule. Any nonelective contributions allocated to
    a Participant's  Qualified Nonelective  Contributions Account under the Plan
    automatically satisfy the definition of qualified nonelective contributions.

    (m)  "Distribution  restrictions"  means  the  Employee  may not  receive  a
    distribution  of  the  specified   contributions   (nor  earnings  on  those
    contributions)   except  in  the  event  of  (1)  the  Participant's  death,
    disability,  termination  of  employment  or  attainment  of age 59 1/2, (2)
    financial  hardship  satisfying the  requirements  of Code ss.401(k) and the
    applicable   Treasury   regulations,   (3)  a  plan   termination,   without
    establishment of a successor defined contribution plan (other than an ESOP),
    (4) a sale of  substantially  all of the assets  (within the meaning of Code
    ss.409(d)(2))  used in a trade  or  business,  but only to an  employee  who
    continues  employment with the corporation  acquiring those assets, or (5) a
    sale by a corporation of its interest in a subsidiary (within the meaning of
    Code  ss.409(d)(3)),  but only to an employee who continues  employment with
    the  subsidiary.  For Plan  Years  beginning  after  December  31,  1988,  a
    distribution on account of financial  hardship,  as described in clause (2),
    may not include earnings on elective  deferrals  credited as of a date later
    than December 31, 1988, and may not include qualified matching contributions
    and  qualified   nonelective   contributions,   nor  any  earnings  on  such
    contributions, credited after December 31, 1988. A plan does not violate the
    distribution  restrictions if, instead of the December 31, 1988, date in the
    preceding  sentence the plan  specifies a date not later than the end of the
    last Plan Year  ending  before July 1, 1989.  A  distribution  described  in
    clauses (3),  (4) or (5), if made after March 31,  1988,  must be a lump sum
    distribution, as required under Code ss.401(k)(10).

    (n) "Employee  contributions"  are contributions made by a Participant on an
    after-tax basis, whether voluntary or mandatory, and designated, at the time
    of contribution,  as an employee (or nondeductible)  contribution.  Elective
    deferrals  and  deferral  contributions  are  not  employee   contributions.
    Participant  nondeductible  contributions,  made pursuant to Section 4.01 of
    the Plan, are employee contributions.

    14.04 MATCHING CONTRIBUTIONS/EMPLOYEE  CONTRIBUTIONS. The Employer may elect
in  Adoption  Agreement  Section  3.01 to provide  matching  contributions.  The
Employer  also may  elect in  Adoption  Agreement  Section  4.01 to permit or to
require a Participant to make nondeductible contributions.

(A)  Mandatory  contributions.   Any  Participant  nondeductible   contributions
eligible for matching  contributions are mandatory  contributions.  The Advisory
Committee will maintain a separate  accounting,  pursuant to Section 4.06 of the
Plan, to reflect the  Participant's  Accrued  Benefit derived from his mandatory
contributions.   The  Employer,  under  Adoption  Agreement  Section  4.05,  may
prescribe special  distribution  restrictions  which will apply to the Mandatory
Contributions  Account  prior  to the  Participant's  Separation  from  Service.
Following his Separation from Service,  the general  distribution  provisions of
Article  VI  apply  to  the   distribution   of  the   Participant's   Mandatory
Contributions Account.
14.05  TIME OF PAYMENT  OF  CONTRIBUTIONS.  The  Employer  must make  Salary
Reduction  Contributions  to the  Trust  within an  administratively  reasonable
period  of time  after  withholding  the  corresponding  Compensation  from  the
Participant. Furthermore, the Employer must make Salary Reduction Contributions,
Cash or  Deferred  Contributions,  Employer  matching  contributions  (including
qualified Employer matching  contributions)  and qualified Employer  nonelective
contributions  no later than the time  prescribed  by the Code or by  applicable
Treasury  regulations.  Salary  Reduction  Contributions  and  Cash or  Deferred
Contributions  are  Employer  contributions  for all  purposes  under this Plan,
except to the extent the Code or Treasury  regulations prohibit the use of these
contributions to satisfy the qualification requirements of the Code.

    14.06  SPECIAL  ALLOCATION  PROVISIONS  - DEFERRAL  CONTRIBUTIONS,  MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations under
the Plan,  the  Advisory  Committee  must  establish  a  Deferral  Contributions
Account,  a  Qualified  Matching   Contributions  Account,  a  Regular  Matching
Contributions  Account,  a Qualified  Nonelective  Contributions  Account and an
Employer Contributions Account for each Participant.

(A)  Deferral  contributions.  The  Advisory  Committee  will  allocate  to each
Participant's   Deferral   Contributions   Account   the   amount  of   Deferral
Contributions the Employer makes to the Trust on behalf of the Participant.  The
Advisory  Committee  will make this  allocation  as of the last day of each Plan
Year unless,  in Adoption  Agreement  Section  3.04,  the  Employer  elects more
frequent allocation dates for salary reduction contributions.

(B) Matching contributions.  The Employer must specify in its Adoption Agreement
whether the Advisory  Committee  will  allocate  matching  contributions  to the
Qualified   Matching   Contributions   Account  or  to  the   Regular   Matching
Contributions Account of each Participant. The Advisory Committee will make this
allocation  as of the last day of each Plan Year unless,  in Adoption  Agreement
Section 3.04, the Employer  elects more frequent  allocation  dates for matching
contributions.

    (1) To the extent the Employer  makes matching  contributions  under a fixed
    matching  contribution  formula,  the Advisory  Committee  will allocate the
    matching  contribution to the Account of the Participant on whose behalf the
    Employer makes that contribution. A fixed matching contribution formula is a
    formula under which the Employer  contributes a certain percentage or dollar
    amount on  behalf  of a  Participant  based on that  Participant's  deferral
    contributions  or  nondeductible  contributions  eligible  for a  match,  as
    specified in Section 3.01 of the Employer's Adoption Agreement. The Employer
    may  contribute  on  a  Participant's   behalf  under  a  specific  matching
    contribution   formula  only  if  the  Participant   satisfies  the  accrual
    requirements  for  matching  contributions  specified in Section 3.06 of the
    Employer's   Adoption   Agreement  and  only  to  the  extent  the  matching
    contribution does not exceed the Participant's  annual additions  limitation
    in Part 2 of Article III.

    (2)  To the  extent  the  Employer  makes  matching  contributions  under  a
    discretionary   formula,   the   Advisory   Committee   will   allocate  the
    discretionary  matching contributions to the Account of each Participant who
    satisfies the accrual requirements for matching  contributions  specified in
    Section  3.06  of the  Employer's  Adoption  Agreement.  The  allocation  of
    discretionary  matching  contributions to a Participant's  Account is in the
    same proportion that each Participant's  eligible  contributions bear to the
    total  eligible  contributions  of all  Participants.  If the  discretionary
    formula  is  a  tiered  formula,  the  Advisory  Committee  will  make  this
    allocation  separately with respect to each tier of eligible  contributions,
    allocating in such manner the amount of the matching contributions made with
    respect  to  that  tier.  "Eligible  contributions"  are  the  Participant's
    deferral  contributions  or  nondeductible  contributions  eligible  for  an
    allocation  of matching  contributions,  as specified in Section 3.01 of the
    Employer's Adoption Agreement.
If the matching contribution formula applies both to deferral  contributions
and to Participant nondeductible contributions, the matching contributions apply
first to deferral contributions.  Furthermore, the matching contribution formula
does not apply to deferral contributions that are excess deferrals under Section
14.07.  For  this  purpose:  (a)  excess  deferrals  relate  first  to  deferral
contributions  for  the  Plan  Year  not  otherwise   eligible  for  a  matching
contribution;  and (2) if the  Plan  Year is not a  calendar  year,  the  excess
deferrals  for a Plan Year are the last elective  deferrals  made for a calendar
year. Under a Standardized Plan, an Employee forfeits any matching  contribution
attributable to an excess  contribution or to an excess aggregate  contribution,
unless distributed  pursuant to Sections 14.08 or 14.09. Under a Nonstandardized
Plan,  this  forfeiture  rule applies  only if  specified in Adoption  Agreement
Section  3.06.  The  provisions  of Section  3.05  govern the  treatment  of any
forfeiture described in this paragraph,  and the Advisory Committee will compute
a Participant's ACP under 14.09 by disregarding the forfeiture.

(C)  Qualified  nonelective  contributions.  If the  Employer,  at the  time  of
contribution,   designates  a  contribution   to  be  a  qualified   nonelective
contribution  for the Plan Year,  the  Advisory  Committee  will  allocate  that
qualified nonelective  contribution to the Qualified  Nonelective  Contributions
Account  of each  Participant  eligible  for an  allocation  of that  designated
contribution, as specified in Section 3.04 of the Employer's Adoption Agreement.
The Advisory  Committee will make the allocation to each eligible  Participant's
Account in the same ratio that the Participant's  Compensation for the Plan Year
bears to the total Compensation of all eligible  Participants for the Plan Year.
The Advisory Committee will determine a Participant's Compensation in accordance
with the general  definition of Compensation  under Section 1.12 of the Plan, as
modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

(D)  Nonelective  contributions.  To the extent the Employer  makes  nonelective
contributions for the Plan Year which, at the time of contribution,  it does not
designate as qualified  nonelective  contributions,  the Advisory Committee will
allocate those contributions in accordance with the elections under Section 3.04
of  the   Employer's   Adoption   Agreement.   For   purposes   of  the  special
nondiscrimination  tests  described  in Sections  14.08 and 14.09,  the Advisory
Committee may treat nonelective  contributions allocated under this paragraph as
qualified nonelective contributions,  if the contributions otherwise satisfy the
definition of qualified nonelective contributions.

    14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) Annual Elective Deferral Limitation.  An Employee's elective deferrals for a
calendar  year  beginning  after  December 31,  1986,  may not exceed the 402(g)
limitation.  The 402(g)  limitation  is the  greater  of $7,000 or the  adjusted
amount  determined by the Secretary of the  Treasury.  If,  pursuant to a salary
reduction  agreement  or pursuant to a cash or deferral  election,  the Employer
determines  the  Employee's  elective  deferrals to the Plan for a calendar year
would exceed the 402(g)  limitation,  the Employer  will suspend the  Employee's
salary  reduction  agreement,  if any, until the following  January 1 and pay in
cash the  portion  of a cash or  deferral  election  which  would  result in the
Employee's  elective  deferrals  for the  calendar  year  exceeding  the  402(g)
limitation.   If  the  Advisory  Committee  determines  an  Employee's  elective
deferrals already  contributed to the Plan for a calendar year exceed the 402(g)
limitation,  the Advisory  Committee will distribute the amount in excess of the
402(g) limitation (the "excess deferral"),  as adjusted for allocable income, no
later than April 15 of the following  calendar  year. If the Advisory  Committee
distributes  the excess  deferral by the  appropriate  April 15, it may make the
distribution  irrespective  of any other  provision under this Plan or under the
Code. The Advisory  Committee  will reduce the amount of excess  deferrals for a
calendar   year   distributable   to  the  Employee  by  the  amount  of  excess
contributions (as determined in Section 14.08), if any,  previously  distributed
to the Employee for the Plan Year beginning in that calendar year.

    If an Employee  participates  in another plan under which he makes  elective
deferrals pursuant to a Code ss.401(k)  arrangement,  elective deferrals under a
Simplified   Employee   Pension,   or  salary   reduction   contributions  to  a
tax-sheltered annuity,  irrespective of whether the Employer maintains the other
plan, he may provide the Advisory Committee a written claim for excess deferrals
made for a calendar  year.  The Employee must submit the claim no later than the
March 1 following the close of the  particular  calendar year
and the claim must specify the amount of the Employee's elective deferrals under
this Plan which are  excess  deferrals.  If the  Advisory  Committee  receives a
timely claim,  it will distribute the excess deferral (as adjusted for allocable
income)  the  Employee  has  assigned  to this  Plan,  in  accordance  with  the
distribution procedure described in the immediately preceding paragraph.

(B) Allocable income.  For purposes of making a distribution of excess deferrals
pursuant to this Section  14.07,  allocable  income means net income or net loss
allocable to the excess  deferrals  for the calendar  year in which the Employee
made  the  excess   deferral,   determined   in  a  manner   which  is  uniform,
nondiscriminatory  and  reasonably  reflective of the manner used by the Plan to
allocate income to Participants' Accounts.

    14.08 ACTUAL  DEFERRAL  PERCENTAGE  ("ADP")  TEST.  For each Plan Year,  the
Advisory Committee must determine whether the Plan's Code ss.401(k)  arrangement
satisfies either of the following ADP tests:

    (i) The  average ADP for the Highly  Compensated  Group does not exceed 1.25
    times the average ADP of the Nonhighly Compensated Group; or

    (ii) The  average ADP for the Highly  Compensated  Group does not exceed the
    average ADP for the Nonhighly  Compensated Group by more than two percentage
    points (or the lesser percentage permitted by the multiple use limitation in
    Section 14.10) and the average ADP for the Highly  Compensated  Group is not
    more than twice the average ADP for the Nonhighly Compensated Group.

(A)  Calculation  of ADP.  The  average  ADP for a group is the  average  of the
separate  ADPs  calculated  for each  Eligible  Employee who is a member of that
group.  An Eligible  Employee's ADP for a Plan Year is the ratio of the Eligible
Employee's   deferral   contributions  for  the  Plan  Year  to  the  Employee's
Compensation  for the Plan Year.  For  aggregated  family  members  treated as a
single  Highly  Compensated  Employee,  the  ADP of the  family  unit is the ADP
determined  by combining  the deferral  contributions  and  Compensation  of all
aggregated  family  members.  A Nonhighly  Compensated  Employee's  ADP does not
include elective  deferrals made to this Plan or to any other Plan maintained by
the Employer, to the extent such elective deferrals exceed the 402(g) limitation
described in Section 14.07(A).

    The Advisory  Committee,  in a manner consistent with Treasury  regulations,
may  determine  the  ADPs of the  Eligible  Employees  by  taking  into  account
qualified  nonelective  contributions or qualified  matching  contributions,  or
both,  made to this  Plan  or to any  other  qualified  Plan  maintained  by the
Employer.   The  Advisory  Committee  may  not  include  qualified   nonelective
contributions in the ADP test unless the allocation of nonelective contributions
is  nondiscriminatory  when  the  Advisory  Committee  takes  into  account  all
nonelective  contributions  (including the qualified nonelective  contributions)
and also when the Advisory  Committee  takes into  account only the  nonelective
contributions not used in either the ADP test described in this Section 14.08 or
the ACP test described in Section 14.09. For Plan Years beginning after December
31, 1989,  the Advisory  Committee may not include in the ADP test any qualified
nonelective  contributions  or qualified  matching  contributions  under another
qualified  plan  unless  that  plan has the same  plan  year as this  Plan.  The
Advisory Committee must maintain records to demonstrate  compliance with the ADP
test,  including  the  extent  to which  the  Plan  used  qualified  nonelective
contributions or qualified matching contributions to satisfy the test.
For Plan Years  beginning  prior to January 1, 1992, the Advisory  Committee
may elect to apply a separate ADP test to each  component  group under the Plan.
Each component group separately must satisfy the commonality  requirement of the
Code  ss.401(k)  regulations  and  the  minimum  coverage  requirements  of Code
ss.410(b). A component group consists of all the allocations and other benefits,
rights and features  provided  that group of  Employees.  An Employee may not be
part of more than one component  group.  The correction  rules described in this
Section 14.08 apply separately to each component group.

(B) Special aggregation rule for Highly Compensated Employees.  To determine the
ADP of any Highly Compensated  Employee,  the deferral  contributions taken into
account  must  include any  elective  deferrals  made by the Highly  Compensated
Employee under any other Code ss.401(k) arrangement  maintained by the Employer,
unless the elective  deferrals are to an ESOP. If the plans  containing the Code
ss.401(k)  arrangements  have different plan years, the Advisory  Committee will
determine  the combined  deferral  contributions  on the basis of the plan years
ending in the same calendar year.

(C) Aggregation of certain Code ss.401(k)  arrangements.  If the Employer treats
two plans as a unit for  coverage or  nondiscrimination  purposes,  the Employer
must  combine  the Code  ss.401(k)  arrangements  under such plans to  determine
whether either plan satisfies the ADP test. This aggregation rule applies to the
ADP  determination  for all  Eligible  Employees,  irrespective  of  whether  an
Eligible Employee is a Highly  Compensated  Employee or a Nonhighly  Compensated
Employee.  For Plan Years  beginning  after December 31, 1989, an aggregation of
Code ss.401(k)  arrangements  under this paragraph does not apply to plans which
have different plan years and, for Plan Years beginning after December 31, 1988,
the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of a plan).

(D)  Characterization  of excess  contributions.  If,  pursuant to this  Section
14.08,  the  Advisory  Committee  has  elected  to  include  qualified  matching
contributions  in the average  ADP,  the  Advisory  Committee  will treat excess
contributions as attributable  proportionately to deferral  contributions and to
qualified  matching  contributions  allocated  on the  basis of  those  deferral
contributions.  If the total amount of a Highly  Compensated  Employee's  excess
contributions for the Plan Year exceeds his deferral  contributions or qualified
matching  contributions for the Plan Year, the Advisory Committee will treat the
remaining  portion of his excess  contributions  as  attributable  to  qualified
nonelective  contributions.  The  Advisory  Committee  will reduce the amount of
excess  contributions  for a Plan  Year  distributable  to a Highly  Compensated
Employee by the amount of excess deferrals (as determined in Section 14.07),  if
any,  previously  distributed to that Employee for the  Employee's  taxable year
ending in that Plan Year.

(E) Distribution of excess  contributions.  If the Advisory Committee determines
the Plan fails to satisfy the ADP test for a Plan Year, it must  distribute  the
excess  contributions,  as adjusted for allocable  income,  during the next Plan
Year. However,  the Employer will incur an excise tax equal to 10% of the amount
of excess  contributions  for a Plan  Year not  distributed  to the  appropriate
Highly  Compensated  Employees  during  the first 2 1/2 months of that next Plan
Year. The excess contributions are the amount of deferral  contributions made by
the Highly  Compensated  Employees  which causes the Plan to fail to satisfy the
ADP test.  The Advisory  Committee  will  distribute to each Highly  Compensated
Employee  his  respective  share  of  the  excess  contributions.  The  Advisory
Committee  will  determine  the  respective  shares of excess  contributions  by
starting  with the Highly  Compensated  Employee(s)  who has the  greatest  ADP,
reducing  his ADP (but not below the next  highest  ADP),  then,  if  necessary,
reducing the ADP of the Highly  Compensated  Employee(s) at the next highest ADP
level  (including the ADP of the Highly  Compensated  Employee(s)  whose ADP the
Advisory Committee already has reduced), and continuing in this manner until the
average ADP for the Highly  Compensated  Group  satisfies  the ADP test.  If the
Highly Compensated  Employee is part of an aggregated family group, the Advisory
Committee,  in  accordance  with  the  applicable  Treasury  regulations,   will
determine  each  aggregated  family  member's  allocable  share  of  the  excess
contributions assigned to the family unit.
(F) Allocable  income.  To determine the amount of the  corrective  distribution
required  under this Section  14.08,  the Advisory  Committee must calculate the
allocable  income  for the Plan Year in which the  excess  contributions  arose.
"Allocable  income" means net income or net loss. To calculate  allocable income
for  the  Plan  Year,   the   Advisory   Committee   will  use  a  uniform   and
nondiscriminatory  method which reasonably  reflects the manner used by the Plan
to allocate income to Participants' Accounts.

    14.09      NONDISCRIMINATION      RULES      FOR      EMPLOYER      MATCHING
CONTRIBUTIONS/PARTICIPANT  NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years beginning
after  December 31, 1986,  the Advisory  Committee  must  determine  whether the
annual  Employer   matching   contributions   (other  than  qualified   matching
contributions  used in the ADP under  Section  14.08),  if any, and the Employee
contributions,  if any,  satisfy  either of the following  average  contribution
percentage ("ACP") tests:

     (i) The ACP for the Highly Compensated Group does not exceed 1.25 times the
     ACP of the Nonhighly Compensated Group; or

    (ii) The ACP for the  Highly  Compensated  Group does not exceed the ACP for
    the Nonhighly  Compensated  Group by more than two percentage points (or the
    lesser percentage permitted by the multiple use limitation in Section 14.10)
    and the ACP for the Highly  Compensated Group is not more than twice the ACP
    for the Nonhighly Compensated Group.

(A) Calculation of ACP. The average  contribution  percentage for a group is the
average of the separate  contribution  percentages  calculated for each Eligible
Employee  who is a member of that  group.  An Eligible  Employee's  contribution
percentage  for a Plan Year is the ratio of the  Eligible  Employee's  aggregate
contributions  for the Plan  Year to the  Employee's  Compensation  for the Plan
Year. "Aggregate  contributions" are Employer matching contributions (other than
qualified  matching  contributions used in the ADP test under Section 14.08) and
employee  contributions  (as defined in Section  14.03).  For aggregated  family
members  treated  as a single  Highly  Compensated  Employee,  the  contribution
percentage  of the family  unit is the  contribution  percentage  determined  by
combining the aggregate  contributions and Compensation of all aggregated family
members.

    The Advisory  Committee,  in a manner consistent with Treasury  regulations,
may determine the contribution  percentages of the Eligible  Employees by taking
into  account  qualified   nonelective   contributions   (other  than  qualified
nonelective  contributions used in the ADP test under Section 14.08) or elective
deferrals,  or both, made to this Plan or to any other qualified Plan maintained
by the Employer.  The Advisory  Committee may not include qualified  nonelective
contributions in the ACP test unless the allocation of nonelective contributions
is  nondiscriminatory  when  the  Advisory  Committee  takes  into  account  all
nonelective  contributions  (including the qualified nonelective  contributions)
and also when the Advisory  Committee  takes into  account only the  nonelective
contributions  not used in either the ADP test described in Section 14.08 or the
ACP test described in this Section 14.09. The Advisory Committee may not include
elective  deferrals in the ACP test, unless the Plan which includes the elective
deferrals  satisfies  the ADP test both with and without the elective  deferrals
included in this ACP test. For Plan Years beginning after December 31, 1989, the
Advisory  Committee  may not include in the ACP test any  qualified  nonelective
contributions  or elective  deferrals  under another  qualified plan unless that
plan has the same plan year as this Plan.  The Advisory  Committee must maintain
records to  demonstrate  compliance  with the ACP test,  including the extent to
which the Plan used qualified nonelective contributions or elective deferrals to
satisfy  the test.  For Plan Years  beginning  prior to  January  1,  1992,  the
component  group testing rule permitted  under Section  14.08(A) also applies to
the ACP test under this Section 14.09.

(B) Special aggregation rule for Highly Compensated Employees.  To determine the
contribution  percentage  of any  Highly  Compensated  Employee,  the  aggregate
contributions taken into account must include any matching  contributions (other
than  qualified  matching  contributions  used in the ADP test) and
any Employee  contributions  made on his behalf to any other plan  maintained by
the Employer, unless the other plan is an ESOP. If the plans have different plan
years,   the  Advisory   Committee   will   determine  the  combined   aggregate
contributions on the basis of the plan years ending in the same calendar year.

(C) Aggregation of certain plans. If the Employer treats two plans as a unit for
coverage or nondiscrimination  purposes,  the Employer must combine the plans to
determine  whether either plan  satisfies the ACP test.  This  aggregation  rule
applies to the contribution percentage determination for all Eligible Employees,
irrespective of whether an Eligible Employee is a Highly Compensated Employee or
a Nonhighly  Compensated  Employee.  For Plan Years beginning after December 31,
1989, an aggregation of plans under this paragraph does not apply to plans which
have different plan years and, for Plan Years beginning after December 31, 1988,
the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of a plan).

(D) Distribution of excess aggregate contributions.  The Advisory Committee will
determine  excess aggregate  contributions  after  determining  excess deferrals
under  Section  14.07 and  excess  contributions  under  Section  14.08.  If the
Advisory Committee  determines the Plan fails to satisfy the ACP test for a Plan
Year, it must  distribute the excess  aggregate  contributions,  as adjusted for
allocable income, during the next Plan Year. However, the Employer will incur an
excise tax equal to 10% of the amount of excess  aggregate  contributions  for a
Plan Year not distributed to the appropriate Highly Compensated Employees during
the  first  2  1/2  months  of  that  next  Plan  Year.  The  excess   aggregate
contributions are the amount of aggregate  contributions  allocated on behalf of
the Highly  Compensated  Employees  which causes the Plan to fail to satisfy the
ACP test.  The Advisory  Committee  will  distribute to each Highly  Compensated
Employee  his  respective  share  of the  excess  aggregate  contributions.  The
Advisory  Committee  will determine the  respective  shares of excess  aggregate
contributions  by starting with the Highly  Compensated  Employee(s) who has the
greatest contribution percentage,  reducing his contribution percentage (but not
below the next highest contribution  percentage),  then, if necessary,  reducing
the contribution  percentage of the Highly  Compensated  Employee(s) at the next
highest contribution  percentage level (including the contribution percentage of
the Highly Compensated  Employee(s) whose  contribution  percentage the Advisory
Committee already has reduced),  and continuing in this manner until the ACP for
the Highly  Compensated Group satisfies the ACP test. If the Highly  Compensated
Employee is part of an  aggregated  family  group,  the Advisory  Committee,  in
accordance  with  the  applicable  Treasury  regulations,  will  determine  each
aggregated family member's allocable share of the excess aggregate contributions
assigned to the family unit.

(E) Allocable  income.  To determine the amount of the  corrective  distribution
required  under this Section  14.09,  the Advisory  Committee must calculate the
allocable income for the Plan Year in which the excess  aggregate  contributions
arose.  "Allocable  income" means net income or net loss. The Advisory Committee
will  determine  allocable  income in the same  manner as  described  in Section
14.08(F) for excess contributions.

(F) Characterization of excess aggregate  contributions.  The Advisory Committee
will treat a Highly Compensated  Employee's  allocable share of excess aggregate
contributions  in the  following  priority:  (1)  first as  attributable  to his
Employee  contributions which are voluntary  contributions,  if any; (2) then as
matching contributions allocable with respect to excess contributions determined
under the ADP test described in Section  14.08;  (3) then on a pro rata basis to
matching  contributions  and to the  deferral  contributions  relating  to those
matching  contributions  which the  Advisory  Committee  has included in the ACP
test; (4) then on a pro rata basis to Employee contributions which are mandatory
contributions,  if any, and to the matching contributions allocated on the basis
of  those  mandatory  contributions;  and  (5)  last  to  qualified  nonelective
contributions  used  in the ACP  test.  To the  extent  the  Highly  Compensated
Employee's   excess  aggregate   contributions   are  attributable  to  matching
contributions,  and he is not 100% vested in his Accrued Benefit attributable to
matching  contributions,  the Advisory Committee will distribute only the vested
portion and  forfeit the  nonvested  portion.  The vested  portion of the Highly
Compensated Employee's excess aggregate  contributions  attributable to Employer
matching   contributions   is  the  total   amount  of  such  excess   aggregate
contributions  (as  adjusted  for  allocable  income)  multiplied  by his vested
percentage  (determined  as of the  last  day of the Plan  Year  for  which  the
Employer made the matching contribution).  The Employer will specify in Adoption
Agreement  Section  3.05 the  manner in which the Plan will  allocate  forfeited
excess aggregate contributions.

    14.10 MULTIPLE USE  LIMITATION.  For Plan Years beginning after December 31,
1988, if at least one Highly Compensated  Employee is includible in the ADP test
under  Section  14.08 and in the ACP test under  Section  14.09,  the sum of the
Highly  Compensated  Group's  ADP  and  ACP  may not  exceed  the  multiple  use
limitation.

    The multiple use limitation is the sum of (i) and (ii):

    (i) 125% of the greater of: (a) the ADP of the Nonhighly  Compensated  Group
    under  the  Code  ss.401(k)  arrangement;  or (b) the  ACP of the  Nonhighly
    Compensated  Group for the Plan Year  beginning with or within the Plan Year
    of the Code ss.401(k) arrangement.

     (ii) 2% plus the  lesser of (i)(a) or  (i)(b),  but no more than  twice the
     lesser of (i)(a) or (i)(b).

    The Advisory  Committee,  in lieu of determining the multiple use limitation
as the sum of (i) and (ii),  may elect to determine the multiple use  limitation
as the sum of (iii) and (iv):

    (iii) 125% of the lesser of: (a) the ADP of the Nonhighly  Compensated Group
    under  the  Code  ss.401(k)  arrangement;  or (b) the  ACP of the  Nonhighly
    Compensated  Group for the Plan Year  beginning with or within the Plan Year
    of the Code ss.401(k) arrangement.

    (iv) 2% plus the greater of (iii)(a) or (iii)(b), but no more than twice the
    greater of (iii)(a) or (iii)(b).

    The  Advisory  Committee  will  determine  whether  the Plan  satisfies  the
multiple use limitation  after applying the ADP test under Section 14.08 and the
ACP test  under  Section  14.09 and after  making any  corrective  distributions
required by those Sections.  If, after applying this Section 14.10, the Advisory
Committee determines the Plan has failed to satisfy the multiple use limitation,
the Advisory Committee will correct the failure by treating the excess amount as
excess  contributions  under Section 14.08 or as excess aggregate  contributions
under Section 14.09, as it determines in its sole discretion. This Section 14.10
does not apply unless, prior to application of the multiple use limitation,  the
ADP  and  the ACP of the  Highly  Compensated  Group  each  exceeds  125% of the
respective percentages for the Nonhighly Compensated Group.

    14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section 6.03 the
Adoption  Agreement  the  distribution  events  permitted  under the  Plan.  The
distribution  events  applicable  to the  Participant's  Deferral  Contributions
Account,  Qualified  Nonelective  Contributions  Account and Qualified  Matching
Contributions  Account must satisfy the distribution  restrictions  described in
paragraph (m) of Section 14.03.

(A) Hardship  distributions from Deferral  Contributions  Account.  The Employer
must elect in Adoption  Agreement Section 6.03 whether a Participant may receive
hardship  distributions  from his Deferral  Contributions  Account  prior to the
Participant's Separation from Service.  Hardship distributions from the Deferral
Contributions  Account must satisfy the  requirements  of this Section  14.11. A
hardship  distribution  option  may not  apply  to the  Participant's  Qualified
Nonelective  Contributions Account or Qualified Matching  Contributions Account,
except as provided in paragraph (3).

    (1) Definition of hardship. A hardship distribution under this Section 14.11
must be on account of one or more of the following immediate and heavy financial
needs: (1) medical care described in Code ss.213(d)
incurred  by the  Participant,  by the  Participant's  spouse,  or by any of the
Participant's  dependents,  or necessary to obtain such  medical  care;  (2) the
purchase  (excluding  mortgage  payments)  of  a  principal  residence  for  the
Participant;  (3) the payment of  post-secondary  education  tuition and related
educational  fees, for the next 12-month period,  for the  Participant,  for the
Participant's spouse, or for any of the Participant's  dependents (as defined in
Code ss.152);  (4) to prevent the eviction of the Participant from his principal
residence  or the  foreclosure  on the mortgage of the  Participant's  principal
residence;  or (5) any need  prescribed  by the  Revenue  Service  in a  revenue
ruling,  notice or other document of general  applicability  which satisfies the
safe harbor definition of hardship.

    (2)  Restrictions.  The following  restrictions  apply to a Participant  who
receives a hardship  distribution:  (a) the  Participant  may not make  elective
deferrals  or  employee  contributions  to the  Plan  for  the  12-month  period
following the date of his hardship distribution;  (b) the distribution is not in
excess of the amount of the immediate and heavy  financial  need  (including any
amounts  necessary to pay any federal,  state or local income taxes or penalties
reasonably  anticipated to result from the  distribution);  (c) the  Participant
must have obtained all distributions, other than hardship distributions, and all
nontaxable loans (determined at the time of the loan) currently  available under
this Plan and all other qualified plans maintained by the Employer;  and (d) the
Participant  agrees to limit  elective  deferrals  under this Plan and under any
other qualified Plan maintained by the Employer,  for the Participant's  taxable
year immediately following the taxable year of the hardship distribution, to the
402(g) limitation (as described in Section 14.07),  reduced by the amount of the
Participant's  elective  deferrals  made in the  taxable  year  of the  hardship
distribution.  The suspension of elective  deferrals and employee  contributions
described in clause (a) also must apply to all other  qualified plans and to all
nonqualified plans of deferred  compensation  maintained by the Employer,  other
than any  mandatory  employee  contribution  portion of a defined  benefit plan,
including  stock  option,  stock  purchase  and  other  similar  plans,  but not
including  health or welfare  benefit  plans  (other  than the cash or  deferred
arrangement portion of a cafeteria plan).

    (3) Earnings.  For Plan Years  beginning after December 31, 1988, a hardship
distribution  under this Section 14.11 may not include earnings on an Employee's
elective  deferrals  credited  after  December  31,  1988.   Qualified  matching
contributions and qualified nonelective contributions,  and any earnings on such
contributions,  credited as of December  31,  1988,  are subject to the hardship
withdrawal only if the Employer  specifies in an addendum to this Section 14.11.
The addendum may modify the December 31, 1988,  date for purposes of determining
credited  amounts  provided  the date is not later than the end of the last Plan
Year ending before July 1, 1989.

(B)  Distributions  after Separation from Service.  Following the  Participant's
Separation from Service,  the distribution  events applicable to the Participant
apply equally to all of the Participant's Accounts, except as elected in Section
6.03 of the Employer's Adoption Agreement.

(C) Correction of Annual Additions  Limitation.  If, as a result of a reasonable
error in  determining  the amount of elective  deferrals  an  Employee  may make
without  violating  the  limitations  of Part 2 of Article III, an Excess Amount
results,  the Advisory  Committee will return the Excess Amount (as adjusted for
allocable income) attributable to the elective deferrals. The Advisory Committee
will make this  distribution  before  taking any  corrective  steps  pursuant to
Section 3.10 or to Section  3.16.  The Advisory  Committee  will  disregard  any
elective deferrals returned under this Section 14.11(C) for purposes of Sections
14.07, 14.08 and 14.09.

    14.12 SPECIAL ALLOCATION RULES. If the Code ss.401(k)  arrangement  provides
for salary reduction contributions,  if the Plan accepts Employee contributions,
pursuant to Adoption  Agreement Section 4.01, or if the Plan allocates  matching
contributions  as of any date  other  than the  last day of the Plan  Year,  the
Employer must elect in Adoption  Agreement  9.11 whether any special  allocation
provisions  will apply  under  Section  9.11 of the Plan.  For  purposes  of the
elections:
(a) A  "segregated  Account"  direction  means the Advisory  Committee  will
    establish a segregated Account for the applicable  contributions made on the
    Participant's  behalf  during the Plan Year.  The  Trustee  must  invest the
    segregated  Account in Federally insured interest bearing savings account(s)
    or time  deposits,  or a  combination  of both, or in any other fixed income
    investments,   unless  otherwise   specified  in  the  Employer's   Adoption
    Agreement.  As of the  last  day of each  Plan  Year  (or,  if  earlier,  an
    allocation date coinciding with a valuation date described in Section 9.11),
    the  Advisory  Committee  will  reallocate  the  segregated  Account  to the
    Participant's  appropriate  Account,  in  accordance  with  Section  3.04 or
    Section 4.06, whichever applies to the contributions.

    (b) A "weighted average  allocation" method will treat a weighted portion of
    the applicable  contributions as if includible in the Participant's  Account
    as of the  beginning of the  valuation  period.  The  weighted  portion is a
    fraction,  the  numerator of which is the number of months in the  valuation
    period,  excluding each month in the valuation  period which begins prior to
    the contribution date of the applicable  contributions,  and the denominator
    of which is the number of months in the valuation  period.  The Employer may
    elect in its Adoption  Agreement to substitute a weighting period other than
    months for purposes of this weighted average allocation.

                           * * * * * * * * * * * * * *
ARTICLE A
                      APPENDIX TO PLAN AND TRUST AGREEMENT

     This  Article is  necessary  to comply with the  Unemployment  Compensation
Amendments  Act of 1992 and is an  integral  part of the  basic  plan  document.
Section 12.08 applies to any modification or amendment of this Article.

     A-1.  APPLICATIONS.  This Article applies to distributions made on or after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Article, a distributee
may elect, at the time and in the manner  prescribed by the Plan  Administrator,
to have any portion of an eligible  rollover  distribution  paid  directly to an
eligible retirement plan specified by the distributee in a direct rollover.

         A-2.  DEFINITIONS.

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

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

     (c)  "Distributee." A distributee  includes an Employee or former Employee.
In  addition,  the  Employee's  or former  Employee's  surviving  spouse and the
Employee's  or former  Employee's  spouse or former  spouse who is the alternate
payee under a qualified  domestic relations order, as defined in Code ss.414(p),
are distributees with regard to the interest of the spouse or former spouse.

     (d) "Direct  rollover."  A direct  rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.
ARTICLE B
                         APPENDIX TO BASIC PLAN DOCUMENT

     This Article is necessary to comply with the Omnibus Budget  Reconciliation
Act of 1993  (OBRA  '93) and is an  integral  part of the basic  plan  document.
Section 12.08 applies to any modification or amendment of this Article.

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

     For plan years beginning on or after January 1, 1994, any reference in this
plan to the limitation under Section  401(a)(17) of the Code shall mean the OBRA
'93 annual compensation limit set forth in this provision.

     If compensation for any prior determination period is taken into account in
determining  an  employee's  benefits  accruing  in the current  plan year,  the
compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
first plan year  beginning  on or after  January  1,  1994,  the OBRA '93 annual
compensation limit is $150,000.
FIRST AMENDMENT
                                     To the
                  Alamogordo Federal Savings & Loan Association
                      401(k) Profit Sharing Plan and Trust

     THIS AMENDMENT to the Alamogordo  Federal Savings & Loan Association 401(k)
Profit Sharing Plan and Trust is made by and between  Alamogordo Federal Savings
& Loan Association, a New Mexico Corporation,  hereinafter called "The Employer"
and Wells Fargo New Mexico, N.A., hereinafter called "Trustee;

     WHEREAS, the Employer reserves,  under Article 13.02 the right to amend the
Plan, and

     NOW THEREFORE,  the Alamogordo  Federal Savings & Loan  Association  401(k)
Profit Sharing Plan and Trust is hereby amended as follows:

     10.03 INVESTMENT POWERS

     Section  10.03  (a) of the  Adoption  Agreement  shall  be  deleted  in its
entirety and replaced with Section 10.03 (b) as follows:

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

     The  foregoing  FIRST  AMENDMENT  to  Alamogordo  Federal  Savings  &  Loan
Association 401(k) Profit Sharing Plan and Trust shall be effective February 17,
2000.

     IN WITNESS WHEREOF,  the Employer and the Trustee have caused this document
to be signed on this 16th day of February, 2000.

                                               /s/ R. Miles Ledgerwood
                                          By:  ---------------------------------
                                               President

ATTEST:

/s/ Julia Eggleston
-----------------------
Secretary

                                         TRUSTEE:

                                         /s/ Tracy Lucero
                                         --------------------------------
                                         Wells Fargo Bank New Mexico, N.A.
NONSTANDARDIZED CODE ss.401(k) PROFIT SHARING PLAN

     The   undersigned,   Alamogordo   Federal   Savings   &  Loan   Association
("Employer"),   by  executing  this  Adoption  Agreement,  elects  to  become  a
participating Employer in the Norwest Bank New Mexico, N.A. Defined Contribution
Master Plan (basic plan  document  #01) by adopting  the  accompanying  Plan and
Trust  in full as if the  Employer  were a  signatory  to  that  Agreement.  The
Employer  makes the  following  elections  granted  under the  provisions of the
Master Plan.

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

     1.03 PLAN.  The name of the Plan as adopted by the  Employer is  Alamogordo
Federal Savings & Loan Association 401(k) Profit Sharing Plan and Trust.

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

[ ]   (a) No exclusions.

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

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

[ ]  (d) Commission Salesmen.

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

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

[ ]  (g) (Specify)
                  -----------------------------------------------------

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

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

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

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

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

        1.12 COMPENSATION.
             ------------

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

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

[X]  (b) "Compensation" does not include elective contributions.

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

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

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

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

[ ]  (f) The Plan excludes bonuses.

[ ]  (g) The Plan excludes overtime.

[ ]  (h) The Plan excludes Commissions.

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

[ ]       (j)  (Specify)

          _________________________________.

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

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

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

Special  definition for salary  reduction  contributions.  An Employee's  salary
reduction  agreement  applies  to  his  Compensation  determined  prior  to  the
reduction  authorized  by that salary  reduction  agreement,  with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

[X]  (m) No exceptions.

[ ]  (n) If the Employee makes elective contributions to another plan maintained
     by the Employer,  the Advisory  Committee  will determine the amount of the
     Employee's  salary  reduction  contribution  for  the  withholding  period:
     (Choose (1) or (2))

     [ ]  (1) After the reduction for such period of elective  contributions  to
          the other plan(s).

     [ ]  (2) Prior to the reduction  for such period of elective  contributions
          to the other plan(s).

[ ]       (o)  (Specify)______________________________.

        1.17 PLAN YEAR/LIMITATION YEAR.
             -------------------------

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

[X] (a) The 12 consecutive month period ending every December 31.

[ ]       (b)  (Specify)______________________________.

Limitation Year.  The Limitation Year is: (Choose (c) or (d))

[X]       (c)  The Plan Year.

[ ]       (d)  The 12 consecutive month period ending every _________.

        1.18 EFFECTIVE DATE.
             --------------

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

Restated Plan.  The restated Effective Date is July 1, 1996.
                                               ------------
This Plan is a  substitution  and  amendment of an existing  retirement  plan(s)
originally established July 1, 1954.  [Note: See the Effective Date Addendum.]
                       ------------

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

[X]  (a) The actual method.

[ ]  (b) The _ equivalency method, except:

     [ ]   (1) No exceptions.

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

          [ ]   (i) Participation under Article II.
[ ]   (ii) Vesting under Article V.

          [ ]   (iii)Accrual of benefits under Section 3.06.

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

     1.29  SERVICE FOR  PREDECESSOR  EMPLOYER.  In  addition to the  predecessor
service  the Plan must  credit by reason of Section  1.29 of the Plan,  the Plan
credits Service with the following predecessor  employer(s):  N/A . Service with
the designated predecessor  employer(s) applies:  (Choose at least one of (a) or
(b); (c) is available only in addition to (a) or (b))

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

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

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

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

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

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

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

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

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

                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

        2.01 ELIGIBILITY.
             -----------

Eligibility  conditions.  To become a Participant  in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c) is
optional as an additional election)

[X] (a) Attainment of age 21 (specify age, not exceeding 21).
[X]  (b) Service requirement. (Choose one of (1) through (3))

     [X]  (1) One Year of Service.

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

     [ ]  (3) One Hour of Service.

[ ]  (c) Special  requirements  for non-401(k)  portion of plan. (Make elections
     under (1) and under (2))

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

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

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

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

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

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

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

          [ ]  (iii) One Hour of Service.

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

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

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

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

[ ]  (f) (Specify entry dates)_____.

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

[X]   (g) immediately following

[ ]   (h) immediately preceding
[ ]   (i) nearest

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

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

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

     [X]  (1) No exceptions.

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

[ ]  (k) Solely to an Employee  employed by the Employer after . If the Employee
     was employed by the Employer on or before the specified  date, the Employee
     will become a Participant: (Choose (1), (2) or (3))

     []   (1) On the latest of the Effective  Date, his Employment  Commencement
          Date or the date he attains age ______ (not to exceed 21).

     []   (2) Under the eligibility conditions in effect under the Plan prior to
          the restated  Effective  Date. If the restated Plan required more than
          one Year of Service to participate,  the  eligibility  condition under
          this Option (2) for  participation  in the Code ss.401(k)  arrangement
          under this Plan is one Year of Service for Plan Years  beginning after
          December 31, 1988. [For restated plans only]

     []   (3) (Specify)

            _____________.

     2.02 YEAR OF SERVICE - PARTICIPATION.

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

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

[ ]       (b)        Hours of Service
               -----

during  an  eligibility  computation  period  to  receive  credit  for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation period
described  in  Section  2.02 of the  Plan,  the Plan  measures  the  eligibility
computation period as: (Choose (c) or (d))

[ ]  (c) The 12 consecutive  month period  beginning with each anniversary of an
     Employee's Employment Commencement Date.

[X]  (d) The Plan Year,  beginning  with the Plan Year which  includes the first
     anniversary of the Employee's Employment Commencement Date.
2.03 BREAK IN SERVICE - PARTICIPATION.  The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))

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

[ ]  (b) Applies to the Employer's Plan.

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

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

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

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

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

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

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

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

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

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

     3.01 AMOUNT.

Part I.  [Options  (a)  through  (g)]  Amount of  Employer's  contribution.  The
Employer's  annual  contribution  to the Trust  will  equal the total  amount of
deferral   contributions,   matching   contributions,    qualified   nonelective
contributions  and nonelective  contributions,  as determined under this Section
3.01. (Choose any combination of (a), (b), (c) and (d), or choose (e))

[X]  (a) Deferral contributions (Codess.401(k) arrangement).  (Choose (1) or (2)
     or both)

     [X]  (1) Salary  reduction  arrangement.  The Employer must  contribute the
          amount by which the Participants  have reduced their  Compensation for
          the Plan Year,  pursuant to their salary reduction  agreements on file
          with  the  Advisory  Committee.  A  reference  in the  Plan to  salary
          reduction contributions is a reference to these amounts.

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

[X]       (b)  Matching   contributions.   The  Employer   will  make   matching
          contributions in accordance with the formula(s)  elected in Part II of
          this Adoption Agreement Section 3.01.
[X]  (c) Designated qualified  nonelective  contributions.  The Employer, in its
     sole  discretion,  may  contribute  an  amount  which  it  designates  as a
     qualified nonelective contribution.

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

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

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

          [ ]  (i)  Nonhighly   Compensated  Employees  and  Highly  Compensated
               Employees.

          [ ]  (ii) (Specify classifications) ___________________________.

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

     [ ]  (3) ______% of the  Compensation of all  Participants  under the Plan,
          determined  for the  Employer's  taxable  year for  which it makes the
          contribution. [Note: The percentage selected may not exceed 15%.]

     [ ]  (4) _____% of Net Profits but not more than $_____________.

[ ]  (e) Frozen Plan.  This Plan is a frozen Plan  effective . The Employer will
     not contribute to the Plan with respect to any period  following the stated
     date.

Net Profits.  The Employer: (Choose (f) or (g))

[X]  (f) Need not have Net  Profits to make its annual  contribution  under this
     Plan.

[ ]  (g) Must have current or accumulated Net Profits exceeding $_______ to make
     the following contributions: (Choose at least one)

     [ ]  (1) Cash or deferred contributions described in Option (a)(2).

     [ ]  (2) Matching contributions described in Option (b), except:__________.

     [ ]  (3) Qualified nonelective contributions described in Option (c).

     [ ]  (4) Nonelective contributions described in Option (d).

The term "Net  Profits"  means the  Employer's  net  income or  profits  for any
taxable year  determined  by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices  consistently applied
without  any  deductions  for  Federal  and  state  taxes  upon  income  or  for
contributions  made by the Employer  under this Plan or under any other employee
benefit  plan the  Employer  maintains.  The  term  "Net  Profits"  specifically
excludes ______________________.  [Note: Enter "N/A" if no exclusions apply.]
If the Employer requires Net Profits for matching contributions and the Employer
does not have  sufficient  Net  Profits  under  Option  (g),  it will reduce the
matching  contribution  under  a  fixed  formula  on a  prorata  basis  for  all
Participants.  A Participant's  share of the reduced  contribution will bear the
same ratio as the matching  contribution the Participant  would have received if
Net  Profits  were  sufficient  bears to the  total  matching  contribution  all
Participants  would have received if Net Profits were  sufficient.  If more than
one member of a related group (as defined in Section 1.30) execute this Adoption
Agreement,  each participating  member will determine Net Profits separately but
will not apply this reduction unless, after combining the separately  determined
Net Profits,  the aggregate Net Profits are insufficient to satisfy the matching
contribution liability.  "Net Profits" includes both current and accumulated Net
Profits.

Part II. [Options (h) through (j)] Matching contribution formula.  [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]

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

     [ ]  (1)  An  amount   equal  to  ___%  of  each   Participant's   eligible
          contributions for the Plan Year.

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

     [X]  (3) Discretionary formula.

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

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

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

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

                              --
                              --
                              --
                              --

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

     [ ]  (5) A Participant's  matching  contributions  may not:  (Choose (i) or
          (ii))

          [ ]  (i) Exceed _____________________________.

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

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

     [X]  (1) Salary reduction contributions.

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

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

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

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

     [ ]  (2) The  Advisory  Committee  will  disregard  eligible  contributions
          exceeding _____________________.

     [X]  (3) The  Advisory  Committee  will treat as the first tier of eligible
          contributions,   an  amount  not  exceeding:  3%  of  a  Participant's
          Compensation for the Plan Year.

          The  subsequent  tiers  of  eligible   contributions   are:   eligible
          contributions  exceeding 3% but not  exceeding  4% of a  Participant's
          Compensation for the Plan Year constitute the second tier and eligible
          contributions  exceeding 4% but not  exceeding  5% of a  Participant's
          Compensation  for the Plan Year constitute the third tier and eligible
          contributions  exceeding 5% but not  exceeding  6% of a  Participant's
          Compensation for the Plan Year constitute the fourth tier.

     [ ]  (4) (Specify) _____________________ .

Part III. [Options (k) and (l)].  Special rules for  Codess.401(k)  Arrangement.
(Choose (k) or (l), or both, as applicable)

[X]  (k) Salary Reduction Agreements. The following rules and restrictions apply
     to an Employee's salary reduction  agreement:  (Make a selection under (1),
     (2), (3) and (4))

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

          [X]  (i) No maximum limitation other than as provided in the Plan.
[ ]  (ii) May not exceed % of Compensation for the Plan Year,  subject
               to the annual additions limitation described in Part 2 of Article
               III and the 402(g)  limitation  described in Section 14.07 of the
               Plan.

          [ ]  (iii) Based on  percentages of  Compensation  must equal at least
               ________________________.

     (2) An Employee may revoke,  on a  prospective  basis,  a salary  reduction
     agreement: (Choose (i), (ii), (iii) or (iv))

          []   (i) Once  during any Plan Year but not later  than  ______ of the
               Plan Year.

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

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

          []   (iv)  (Specify,  but  must  be  at  least  once  per  Plan  Year)
               ____________________.

     (3) An Employee who revokes his salary  reduction  agreement may file a new
     salary reduction agreement with an effective date: (Choose (i), (ii), (iii)
     or (iv))

          [ ]  (i) No earlier than the first day of the next Plan Year.

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

          [ ]  (iii) As of the first day of any month subsequent to the month in
               which he revoked an Agreement.

          [ ]  (iv) (Specify,  but must be at least once per Plan Year following
               the Plan Year of revocation) ___________________.

     (4) A Participant may increase or may decrease, on a prospective basis, his
     salary reduction  percentage or dollar amount:  (Choose (i), (ii), (iii) or
     (iv))

          [ ]  (i) As of the beginning of each payroll period.

          [X]  (ii) As of the first day of each month.

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

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

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

     [ ]   (1) All or any portion.

     [ ]   (2) ___________%.
3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate deferral
contributions,  matching contributions,  qualified nonelective contributions and
nonelective  contributions  in  accordance  with Section 14.06 and the elections
under this Adoption Agreement Section 3.04.

Part I.  [Options  (a)  through  (d)].  Special  Accounting  Elections.  (Choose
whichever elections are applicable to the Employer's Plan)

[X]  (a) Matching  Contributions  Account.  The Advisory Committee will allocate
     matching  contributions  to a  Participant's:  (Choose  (1) or (2);  (3) is
     available only in addition to (1))

     [X]  (1) Regular Matching Contributions Account.

     [ ]  (2) Qualified Matching Contributions Account.

     [ ]  (3)  Except,   matching  contributions  under  Option(s)  of  Adoption
          Agreement  Section  3.01  are  allocable  to  the  Qualified  Matching
          Contributions Account.

[X]  (b)  Special  Allocation  Dates for  Salary  Reduction  Contributions.  The
     Advisory  Committee will allocate salary reduction  contributions as of the
     Accounting Date and as of the following additional  allocation dates: every
     day of the plan year.

[ ]  (c) Special  Allocation  Dates for  Matching  Contributions.  The  Advisory
     Committee will allocate  matching  contributions  as of the Accounting Date
     and as of the following additional allocation dates:

     __________________________________________.

[X]  (d)  Designated  Qualified   Nonelective   Contributions  -  Definition  of
     Participant.   For  purposes  of  allocating   the   designated   qualified
     nonelective contribution, "Participant" means: (Choose (1), (2) or (3))

     [ ]  (1) All Participants.

     [X]  (2) Participants who are Nonhighly  Compensated Employees for the Plan
          Year.

     []   (3) (Specify)

           _____________.

Part II.  Method  of  Allocation  -  Nonelective  Contribution.  Subject  to any
restoration  allocation required under Section 5.04, the Advisory Committee will
allocate  and credit  each  annual  nonelective  contribution  (and  Participant
forfeitures treated as nonelective  contributions) to the Employer Contributions
Account of each  Participant  who satisfies  the  conditions of Section 3.06, in
accordance  with the allocation  method selected under this Section 3.04. If the
Employer elects Option (e)(2),  Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants,  "Compensation" does not include any
exclusions  elected  under  Adoption  Agreement  Section  1.12  (other  than the
exclusion of elective contributions),  and the Advisory Committee must take into
account the  Participant's  Compensation  for the entire  Plan Year.  (Choose an
allocation  method under (e),  (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)
[X]  (e) Nonintegrated Allocation Formula. (Choose (1) or (2))

     [X]  (1) The  Advisory  Committee  will  allocate  the  annual  nonelective
          contributions in the same ratio that each  Participant's  Compensation
          for the Plan Year bears to the total  Compensation of all Participants
          for the Plan Year.

     [ ]  (2) The  Advisory  Committee  will  allocate  the  annual  nonelective
          contributions in the same ratio that each  Participant's  Compensation
          for the Plan Year bears to the total  Compensation of all Participants
          for the Plan Year.  For  purposes of this  Option  (2),  "Participant"
          means, in addition to a Participant who satisfies the  requirements of
          Section 3.06 for the Plan Year,  any other  Participant  entitled to a
          top  heavy  minimum   allocation  under  Section  3.04(B),   but  such
          Participant's  allocation will not exceed 3% of his  Compensation  for
          the Plan Year.

[ ]  (f) Two-Tiered  Integrated  Allocation Formula - Maximum Disparity.  First,
     the  Advisory  Committee  will  allocate  the annual  Employer  nonelective
     contributions in the same ratio that each  Participant's  Compensation plus
     Excess  Compensation for the Plan Year bears to the total Compensation plus
     Excess  Compensation of all  Participants for the Plan Year. The allocation
     under this paragraph,  as a percentage of each  Participant's  Compensation
     plus Excess Compensation,  must not exceed the applicable percentage (5.7%,
     5.4% or 4.3%) listed under the Maximum  Disparity  Table  following  Option
     (i).

     The  Advisory  Committee  then  will  allocate  any  remaining  nonelective
     contributions  in the same ratio that each  Participant's  Compensation for
     the Plan Year bears to the total  Compensation of all  Participants for the
     Plan Year.

[ ]  (g)  Three-Tiered   Integrated  Allocation  Formula.  First,  the  Advisory
     Committee will allocate the annual Employer  nonelective  contributions  in
     the same ratio that each Participant's Compensation for the Plan Year bears
     to the  total  Compensation  of all  Participants  for the Plan  Year.  The
     allocation  under this  paragraph,  as a percentage  of each  Participant's
     Compensation may not exceed the applicable  percentage (5.7%, 5.4% or 4.3%)
     listed under the Maximum  Disparity Table following  Option (i). Solely for
     purposes of the allocation in this first paragraph, "Participant" means, in
     addition to a Participant  who satisfies the  requirements  of Section 3.06
     for the Plan Year: (Choose (1) or (2))

     [ ]  (1) No other Participant.

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

     As a second tier  allocation,  the  Advisory  Committee  will  allocate the
     nonelective  contributions in the same ratio that each Participant's Excess
     Compensation  for the Plan Year bears to the total Excess  Compensation  of
     all Participants for the Plan Year. The allocation under this paragraph, as
     a percentage of each Participant's Excess Compensation,  may not exceed the
     allocation percentage in the first paragraph.

     Finally,  the Advisory  Committee  will allocate any remaining  nonelective
     contributions  in the same ratio that each  Participant's  Compensation for
     the Plan Year bears to the total  Compensation of all  Participants for the
     Plan Year.
[ ]  (h)  Four-Tiered   Integrated  Allocation  Formula.   First,  the  Advisory
     Committee will allocate the annual Employer  nonelective  contributions  in
     the same ratio that each Participant's Compensation for the Plan Year bears
     to the total  Compensation of all  Participants  for the Plan Year, but not
     exceeding  3% of each  Participant's  Compensation.  Solely for purposes of
     this first tier  allocation,  a  "Participant"  means,  in  addition to any
     Participant  who  satisfies the  requirements  of Section 3.06 for the Plan
     Year,  any other  Participant  entitled to a top heavy  minimum  allocation
     under Section 3.04(B) of the Plan.

     As a second tier  allocation,  the  Advisory  Committee  will  allocate the
     nonelective  contributions in the same ratio that each Participant's Excess
     Compensation  for the Plan Year bears to the total Excess  Compensation  of
     all  Participants  for  the  Plan  Year,  but  not  exceeding  3%  of  each
     Participant's Excess Compensation.

     As a third tier allocation, the Advisory Committee will allocate the annual
     Employer   contributions   in  the  same  ratio  that  each   Participant's
     Compensation plus Excess  Compensation for the Plan Year bears to the total
     Compensation  plus Excess  Compensation  of all  Participants  for the Plan
     Year.  The  allocation  under  this  paragraph,  as a  percentage  of  each
     Participant's  Compensation plus Excess  Compensation,  must not exceed the
     applicable  percentage  (2.7%,  2.4% or  1.3%)  listed  under  the  Maximum
     Disparity Table following Option (i).

     The  Advisory  Committee  then  will  allocate  any  remaining  nonelective
     contributions  in the same ratio that each  Participant's  Compensation for
     the Plan Year bears to the total  Compensation of all  Participants for the
     Plan Year.

[ ]  (i) Excess  Compensation.  For purposes of Option (f), (g) or (h),  "Excess
     Compensation"  means  Compensation  in excess of the following  Integration
     Level: (Choose (1) or (2))

     [ ]  (1) ____% (not exceeding 100%) of the taxable wage base, as determined
          under  Section 230 of the Social  Security Act, in effect on the first
          day of the  Plan  Year:  (Choose  any  combination  of (i) and (ii) or
          choose (iii))

          [ ]  (i) Rounded to  _______________  (but not  exceeding  the taxable
               wage base).

          [ ]  (ii) But not greater than $ _______.

          [ ]  (iii)Without any further adjustment or limitation.

     [ ]  (2) $_______  [Note:  Not exceeding the taxable wage base for the Plan
          Year in which this Adoption Agreement first is effective.]
Maximum  Disparity  Table.  For  purposes  of  Options  (f),  (g) and  (h),  the
applicable percentage is:
Integration Level (as     Applicable Percentages for  Applicable Percentages
percentage of taxable wage base)     Option (f) or Option (g)        for Option (h)
--------------------------------    --------------------------   ------------------
100%                                            5.7%                      2.7%

More than 80% but less than 100%                5.4%                      2.4%

More than 20% (but not less than $10,001)
and not more than 80%                           4.3%                      1.3%

20% (or $10,000, if greater) or less            5.7%                      2.7%
[ ]  (j) Allocation  offset.  The Advisory Committee will reduce a Participant's
     allocation  otherwise  made  under  Part  II of  this  Section  3.04 by the
     Participant's  allocation under the following  qualified plan(s) maintained
     by the Employer: .

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

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

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

Top  Heavy  Minimum  Allocation  -  Method  of  Compliance.  If a  Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (k) or (l))

[X]  (k) The Employer will make any  necessary  additional  contribution  to the
     Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[ ]  (l) The Employer  will satisfy the top heavy minimum  allocation  under the
     following  plan(s) it  maintains:  . However,  the  Employer  will make any
     necessary  additional   contribution  to  satisfy  the  top  heavy  minimum
     allocation  for an Employee  covered only under this Plan and not under the
     other plan(s)  designated in this Option (l). See Section  3.04(B)(7)(b) of
     the Plan.

If the Employer  maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.
Related employers. If two or more related employers (as defined in Section 1.30)
contribute  to this Plan,  the  Advisory  Committee  must  allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each  Participant  in the Plan,  in  accordance  with the  elections  in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

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

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

     3.05 FORFEITURE ALLOCATION.  Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory  Committee will allocate a Participant
forfeiture in accordance with Section 3.04:  (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

[X]  (a) As an Employer nonelective  contribution for the Plan Year in which the
     forfeiture  occurs,  as if the  Participant  forfeiture  were an additional
     nonelective contribution for that Plan Year.

[ ]  (b)  To  reduce  the  Employer   matching   contributions  and  nonelective
     contributions for the Plan Year: (Choose (1) or (2))

     []   (1) in which the forfeiture occurs.

     []   (2)  immediately  following  the  Plan  Year in which  the  forfeiture
          occurs.

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

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

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

          [X]  (i) in which the forfeiture occurs,

          []   (ii) immediately  following the Plan Year in which the forfeiture
               occurs, then as elected in Options (a) or (b).

     []   (3) As a  discretionary  matching  contribution  for the Plan  Year in
          which the  forfeiture  occurs,  in lieu of the  manner  elected  under
          Options (a) or (b).

[]   (d)  First to reduce  the  Plan's  ordinary  and  necessary  administrative
     expenses for the Plan Year and then will allocate any remaining forfeitures
     in the manner described in Options (a), (b) or (c), whichever  applies.  If
     the  Employer  elects  Option  (c),  the  forfeitures  used to reduce  Plan
     expenses: (Choose (1) or (2))

     []   (1) relate  proportionately to forfeitures described in Option (c) and
          to forfeitures described in Options (a) or (b).

     []   (2) relate first to forfeitures described in Option _____.
Allocation of forfeited excess aggregate  contributions.  The Advisory Committee
will  allocate any forfeited  excess  aggregate  contributions  (as described in
Section 14.09): (Choose (e), (f) or (g))

[X]  (e) To reduce Employer matching  contributions  for the Plan Year:  (Choose
     (1) or (2))

     [X]  (1) in which the forfeiture occurs.

     []   (2)  immediately  following  the  Plan  Year in which  the  forfeiture
          occurs.

[]   (f) As Employer  discretionary  matching contributions for the Plan Year in
     which  forfeited,  except the Advisory  Committee  will not allocate  these
     forfeitures   to  the  Highly   Compensated   Employees  who  incurred  the
     forfeitures.

[]   (g) In accordance with Options (a) through (d), whichever  applies,  except
     the Advisory Committee will not allocate these forfeitures under Option (a)
     or under Option (c)(3) to the Highly Compensated Employees who incurred the
     forfeitures.

     3.06 ACCRUAL OF BENEFIT.

Compensation  taken into account.  For the Plan Year in which the Employee first
becomes a Participant,  the Advisory  Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

[]   (a) The Employee's Compensation for the entire Plan Year.

[X]  (b) The Employee's  Compensation  for the portion of the Plan Year in which
     the Employee actually is a Participant in the Plan.

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

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

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

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

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

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

          []   (i) Death.
[]   (ii) Disability.

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

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

     []   (5) No Hour of Service  requirement for an allocation of the following
          contributions:

           ________________.

[X]  (e) Employment condition.  The Participant must be employed by the Employer
     on the last day of the Plan Year,  irrespective of whether he satisfies any
     Hours of Service condition under Option (d), with the following exceptions:
     (Choose (1) or at least one of (2) through (5))

     [X]  (1) No exceptions.

     []   (2) Termination of employment because of death.

     []   (3) Termination of employment because of disability.

     []   (4)   Termination  of  employment   following   attainment  of  Normal
          Retirement Age.

     []   (5) No employment condition for the following contributions:

          ________________________.

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

Suspension of Accrual  Requirements.  The suspension of accrual  requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[]   (g) Applies to the Employer's Plan.

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

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

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

[X]  (j) No additional conditions.

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

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

[]   (l) (Specify)

          __________.

     3.15 MORE THAN ONE PLAN  LIMITATION.  If the  provisions  of  Section  3.15
apply,  the Excess Amount  attributed  to this Plan equals:  (Choose (a), (b) or
(c))

[]   (a) The product of:

          (i) the total Excess Amount  allocated as of such date  (including any
          amount which the Advisory  Committee  would have allocated but for the
          limitations of Code ss.415), times

          (ii) the ratio of (1) the amount  allocated to the  Participant  as of
          such date under this Plan divided by (2) the total amount allocated as
          of  such  date  under  all  qualified   defined   contribution   plans
          (determined without regard to the limitations of Code ss.415).

[]   (b) The total Excess Amount.

[X]  (c) None of the Excess Amount.

     3.18 DEFINED BENEFIT PLAN LIMITATION.

Application  of  limitation.  The  limitation  under  Section  3.18 of the Plan:
(Choose (a) or (b))

[]   (a) Does not apply to the  Employer's  Plan because the  Employer  does not
     maintain  and never has  maintained  a defined  benefit  plan  covering any
     Participant in this Plan.

[X]  (b) Applies to the Employer's  Plan. To the extent necessary to satisfy the
     limitation  under  Section 3.18,  the Employer will reduce:  (Choose (1) or
     (2))

     [X]  (1) The  Participant's  projected  annual  benefit  under the  defined
          benefit plan under which the Participant participates.

     []   (2) Its contribution or allocation on behalf of the Participant to the
          defined contribution plan under which the Participant participates and
          then, if necessary,  the Participant's  projected annual benefit under
          the defined benefit plan under which the Participant participates.

[Note: If the Employer  selects (a), the remaining  options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination  with top heavy minimum  allocation.  The Advisory  Committee  will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications: (Choose (c) or at least one of (d) or (e))

[X]  (c) No modifications.
[]   (d) For Non-Key  Employees  participating  only in this Plan, the top heavy
     minimum allocation is the minimum  allocation  described in Section 3.04(B)
     determined by  substituting % (not less than 4%) for "3%," except:  (Choose
     (i) or (ii))

     []   (i) No exceptions.

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

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

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

          []   (i) No exceptions.

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

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

Actuarial  Assumptions  for Top Heavy  Calculation.  To determine  the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions  to value  accrued  benefits  under a  defined  benefit  plan:  Must
Coordinate with the Actuarial Assumptions in the DB plan.

If the  elections  under this  Section 3.18 are not  appropriate  to satisfy the
limitations  of Section 3.18, or the top heavy  requirements  under Code ss.416,
the Employer  must  provide the  appropriate  provisions  in an addendum to this
Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

     4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or (b);
(c) is available only with (b))

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

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

[]   (c) The following portion of the Participant's  nondeductible contributions
     for the Plan  Year are  mandatory  contributions  under  Option  (i)(3)  of
     Adoption Agreement Section 3.01: (Choose (1) or (2))

     []   (1) The amount which is not less than: __________.

     []   (2) The amount which is not greater than:______________.
Allocation   dates.   The  Advisory   Committee   will  allocate   nondeductible
contributions  for each Plan Year as of the  Accounting  Date and the  following
additional allocation dates: (Choose (d) or (e))

[]       (d)  No other allocation dates.

[]       (e)  (Specify)                                                       .
                         -----------------------------------------------------

As of an allocation date, the Advisory  Committee will credit all  nondeductible
contributions  made  for  the  relevant  allocation  period.   Unless  otherwise
specified in (e), a nondeductible  contribution  relates to an allocation period
only if actually  made to the Trust no later than 30 days after that  allocation
period ends.

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

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

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

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

     []   (1) No conditions.

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

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

     []   (4) (Specify) ___________________________.

[]   (d) (Specify) _______________________.

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

     5.01 NORMAL  RETIREMENT.  Normal  Retirement Age under the Plan is: (Choose
(a) or (b))

[X]  (a) 65 [State age, but may not exceed age 65].

[]   (b) The  later  of the  date the  Participant  attains  years of age or the
     anniversary  of the first  day of the Plan  Year in which  the  Participant
     commenced  participation  in the Plan. [The age selected may not exceed age
     65 and the anniversary selected may not exceed the 5th.]

     5.02 PARTICIPANT  DEATH OR DISABILITY.  The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[X]  (a) Does not apply.
[]   (b) Applies to death.

[]   (c) Applies to disability.

     5.03 VESTING SCHEDULE.

Deferral     Contributions      Account/Qualified     Matching     Contributions
Account/Qualified  Nonelective  Contributions   Account/Mandatory  Contributions
Account.  A Participant has a 100%  Nonforfeitable  interest at all times in his
Deferral  Contributions  Account, his Qualified Matching  Contributions Account,
his   Qualified   Nonelective   Contributions   Account  and  in  his  Mandatory
Contributions Account.

Regular Matching  Contributions  Account/Employer  Contributions  Account.  With
respect to a Participant's  Regular Matching  Contributions Account and Employer
Contributions  Account,  the Employer  elects the  following  vesting  schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[X]  (a)  Immediate  vesting.  100%  Nonforfeitable  at all  times.  [Note:  The
     Employer must elect Option (a) if the eligibility conditions under Adoption
     Agreement Section 2.01(c) require 2 years of service or more than 12 months
     of employment.]

[]   (b) Graduated Vesting Schedules.

                      Top Heavy Schedule
                          (Mandatory)

          Years of                          Nonforfeitable
          Service                             Percentage

        Less than 1                              %
             1                                   %
             2                                   %
             3                                   %
             4                                   %
             5                                   %
             6 or more                         100%

                  Non Top Heavy Schedule
                         (Optional)

       Years of                            Nonforfeitable
       Service                               Percentage

     Less than 1                                 %
            1                                    %
            2                                    %
            3                                    %
            4                                    %
            5                                    %
            6                                    %
            7 or more                           100%
[X]  (c) Special vesting election for Regular Matching Contributions Account. In
     lieu of the election  under  Options (a) or (b),  the  Employer  elects the
     following   vesting   schedule  for  a   Participant's   Regular   Matching
     Contributions Account: (Choose (1) or (2))

     []   (1) 100% Nonforfeitable at all times.

     [X]  (2) In accordance with the vesting schedule  described in the addendum
          to this Adoption Agreement,  numbered 5.03(c).  [Note: If the Employer
          elects this Option (c)(2),  the addendum must designate the applicable
          vesting schedule(s) using the same format as used in Option (b).]
[Note:  Under  Options (b) and (c)(2),  the Employer  must  complete a Top Heavy
Schedule which satisfies Codess.416. The Employer, at its option, may complete a
Non  Top  Heavy  Schedule.   The  Non  Top  Heavy  Schedule  must  satisfy  Code
ss.411(a)(2). Also see Section 7.05 of the Plan.]

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

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

     []   (2) In the Plan Year for which the Plan first is top heavy and then in
          all subsequent  Plan Years.  [Note:  The Employer may not elect Option
          (d) unless it has completed a Non Top Heavy Schedule.]

Minimum vesting.  (Choose (e) or (f))

[X]  (e) The Plan does not apply a minimum vesting rule.

[]   (f) A Participant's  Nonforfeitable Accrued Benefit will never be less than
     the lesser of $ or his entire Accrued Benefit, even if the application of a
     graduated  vesting  schedule  under  Options  (b) or (c) would  result in a
     smaller Nonforfeitable Accrued Benefit.

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

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

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

     5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED  PARTICIPANTS/  RESTORATION
OF FORFEITED  ACCRUED  BENEFIT.  The deemed  cash-out rule  described in Section
5.04(C) of the Plan: (Choose (a) or (b))

[]   (a) Does not apply.

[X]  (b) Will  apply to  determine  the  timing  of  forfeitures  for 0%  vested
     Participants.  A  Participant  is not a 0% vested  Participant  if he has a
     Deferral Contributions Account.

     5.06 YEAR OF SERVICE - VESTING.

Vesting  computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[X]  (a) Plan Years.

[]   (b) Employment Years. An Employment Year is the 12 consecutive month period
     measured  from  the  Employee's  Employment   Commencement  Date  and  each
     successive 12 consecutive  month period  measured from each  anniversary of
     that Employment Commencement Date.

Hours of  Service.  The  minimum  number of Hours of  Service an  Employee  must
complete  during a vesting  computation  period to receive  credit for a Year of
Service is: (Choose (c) or (d))

[X]  (c) 1,000 Hours of Service.
[]   (d) _____ Hours of Service. [Note: The Hours of Service requirement may not
     exceed 1,000.]

     5.08  INCLUDED  YEARS OF  SERVICE  -  VESTING.  The  Employer  specifically
excludes  the  following  Years of  Service:  (Choose (a) or at least one of (b)
through (e))

[X] (a) None other than as specified in Section 5.08(a) of the Plan.

[]   (b) Any Year of Service before the Participant  attained the age of . Note:
     The age selected may not exceed age 18.]

[]   (c) Any Year of Service  during the period the  Employer  did not  maintain
     this Plan or a predecessor plan.

[]   (d) Any  Year of  Service  before  a Break  in  Service  if the  number  of
     consecutive  Breaks in Service  equals or exceeds  the  greater of 5 or the
     aggregate number of the Years of Service prior to the Break. This exception
     applies only if the Participant is 0% vested in his Accrued Benefit derived
     from  Employer  contributions  at the  time  he  has a  Break  in  Service.
     Furthermore,  the  aggregate  number of Years of Service  before a Break in
     Service do not include  any Years of Service not  required to be taken into
     account under this exception by reason of any prior Break in Service.

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

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6)  Protected  Benefits.  The elections under this Article VI may
not eliminate Code ss.411(d)(6)  protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6)  protected benefit, see Section 13.02 of the
Plan.  Furthermore,  if the elections  liberalize  the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

     6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution  date.  A  distribution  date  under  the  Plan  means  as  soon as
administratively  feasible.  [Note:  The Employer  must specify the  appropriate
date(s).  The specified  distribution dates primarily establish annuity starting
dates and the notice and consent periods prescribed by the Plan. The Plan allows
the Trustee an  administratively  practicable  period of time to make the actual
distribution relating to a particular distribution date.]

Nonforfeitable  Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of  Section   6.01(A)(1),   the   distribution   date  for   distribution  of  a
Nonforfeitable  Accrued Benefit not exceeding  $3,500 is: (Choose (a), (b), (c),
(d) or (e))

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

[]   (b) __________________ following the Participant's Separation from Service.

[]   (c)  _____________________________  of the Plan Year after the  Participant
     incurs _______ Break(s) in Service (as defined in Article V).
[]   (d)_______________________________  following the Participant's  attainment
     of  Normal  Retirement  Age,  but  not  earlier  than  days  following  his
     Separation from Service.

[X]  (e) (Specify) the first calendar  quarter  following the end of the quarter
     in which the participant separates from service.

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

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

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

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

[]       (h)  (Specify)

          ______________.

Hardship.  (Choose (i) or (j))

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

[]   (j) The Plan  permits a  hardship  distribution  to a  Participant  who has
     separated from Service in accordance with the hardship  distribution policy
     stated in: (Choose (1), (2) or (3))

     []   (1) Section 6.01(A)(4) of the Plan.

     []   (2) Section 14.11 of the Plan.

     []   (3) The addendum to this Adoption Agreement, numbered Section 6.01.

Default on a Loan.  If a  Participant  or  Beneficiary  defaults  on a loan made
pursuant to a loan policy adopted by the Advisory  Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

[N/A](k) Treats the default as a distributable  event. The Trustee,  at the time
     of the  default,  will  reduce  the  Participant's  Nonforfeitable  Accrued
     Benefit by the lesser of the amount in default (plus  accrued  interest) or
     the Plan's security interest in that Nonforfeitable Accrued Benefit. To the
     extent the loan is attributable to the Participant's Deferral Contributions
     Account,  Qualified Matching Contributions Account or Qualified Nonelective
     Contributions  Account,  the  Trustee  will not  reduce  the  Participant's
     Nonforfeitable  Accrued  Benefit unless the  Participant has separated from
     Service or unless the Participant has attained age 59 1/2.

[]   (l) Does not treat the default as a distributable  event. When an otherwise
     distributable  event first occurs  pursuant to Section 6.01 or Section 6.03
     of the Plan,  the  Trustee  will  reduce the  Participant's  Nonforfeitable
     Accrued  Benefit  by the  lesser of the  amount in  default  (plus  accrued
     interest) or the Plan's security  interest in that  Nonforfeitable  Accrued
     Benefit.

[]   (m) (Specify)

     ___.
6.02 METHOD OF PAYMENT OF ACCRUED  BENEFIT.  The  Advisory  Committee  will
apply Section 6.02 of the Plan with the following modifications:  (Choose (a) or
at least one of (b), (c), (d) and (e))

[X]  (a) No modifications.

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

     __________________.

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

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

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

     []   (3) (Specify)

           _________.

[]   (d) The Plan permits the following annuity options:

          ______________________________.

     Any  Participant  who  elects  a life  annuity  option  is  subject  to the
     requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
     6.04(E).  [Note: The Employer may specify  additional annuity options in an
     addendum to this Adoption Agreement, numbered 6.02(d).]

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

     6.03 BENEFIT PAYMENT ELECTIONS.

Participant  Elections  After  Separation  from Service.  A  Participant  who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

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

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

     []   (1) Any  distribution  date  after the close of the Plan Year in which
          the Participant attains Normal Retirement Age.

     []   (2) Any  distribution  date following his Separation from Service with
          the Employer.

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

     []   (4) Any  distribution  date in the Plan  Year  after  the  Participant
          incurs Break(s) in Service (as defined in Article V).
[]   (5) Any distribution  date following  attainment of age and completion
          of at least Years of Service (as defined in Article V).

     [X]  (6)  (Specify)  the first  calendar  quarter  following the end of the
          quarter in which the participant separates from service.

[]       (c)  (Specify)

          ________.

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

Participant  Elections  Prior to  Separation  from  Service -  Regular  Matching
Contributions  Account  and  Employer  Contributions  Account.  Subject  to  the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's Regular Matching  Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

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

[]   (e) Attainment of Specified Age. Until he retires,  the  Participant  has a
     continuing  election to receive  all or any  portion of his  Nonforfeitable
     interest in these Accounts after he attains: (Choose (1) or (2))

     []   (1) Normal Retirement Age.

     []   (2) _______ years of age and is at least ___________%  vested in these
          Accounts.  [Note: If the percentage is less than 100%, see the special
          vesting formula in Section 5.03.]

[]   (f) After a Participant  has  participated  in the Plan for a period of not
     less than years and he is 100% vested in these Accounts,  until he retires,
     the Participant has a continuing  election to receive all or any portion of
     the Accounts. [Note: The number in the blank space may not be less than 5.]

[]   (g) Hardship. A Participant may elect a hardship  distribution prior to his
     Separation  from  Service  in  accordance  with the  hardship  distribution
     policy:  (Choose (1), (2) or (3);  (4) is available  only as an  additional
     option)

     []   (1) Under Section 6.01(A)(4) of the Plan.

     []   (2) Under Section 14.11 of the Plan.

     []   (3)  Provided in the  addendum to this  Adoption  Agreement,  numbered
          Section 6.03.

     []   (4) In no event  may a  Participant  receive a  hardship  distribution
          before he is at least ___%  vested in these  Accounts.  [Note:  If the
          percentage  in the blank is less than 100%,  see the  special  vesting
          formula in Section 5.03.]

[X]  (h) (Specify) After a Participant has participated in the Plan for a period
     of not less  than 5 years  and he is 100%  vested,  until he  retires,  the
     Participant has a continuing  election to receive all or any portion of the
     Employer Contributions Account only. There shall be no distribution options
     that  apply  to  the  Regular  Matching   Contributions  Account  prior  to
     Separation from Service.
[Note:  The Employer may use an addendum,  numbered 6.03, to provide  additional
language  authorized  by Options  (b)(6),  (c),  (g)(3) or (h) of this  Adoption
Agreement Section 6.03.]

Participant Elections Prior to Separation from Service - Deferral  Contributions
Account,  Qualified  Matching  Contributions  Account and Qualified  Nonelective
Contributions Account.  Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's  Deferral  Contributions  Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l))

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

[]   (j) Until he retires,  the Participant has a continuing election to receive
     all or any portion of these Accounts after he attains: (Choose (1) or (2))

     []   (1) The later of Normal Retirement Age or age 59 1/2.

     []   (2) Age _________ (at least 59 1/2).

[X]  (k) Hardship.  A Participant,  prior to this Separation  from Service,  may
     elect a hardship  distribution from his Deferral  Contributions  Account in
     accordance with the hardship distribution policy under Section 14.11 of the
     Plan.

[]   (l) (Specify)

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

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the assets (within the meaning of Code ss.409(d)(2)) used in a trade or business
or sells a subsidiary (within the meaning of Code  ss.409(d)(3)),  a Participant
who  continues  employment  with  the  acquiring  corporation  is  eligible  for
distribution  from  his  Deferral  Contributions  Account,   Qualified  Matching
Contributions Account and Qualified Nonelective  Contributions Account:  (Choose
(m) or (n))

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

[X]  (n) As if he has a  Separation  from  Service.  After  March  31,  1988,  a
     distribution authorized solely by reason of this Option (n) must constitute
     a lump sum  distribution,  determined  in a  manner  consistent  with  Code
     ss.401(k)(10) and the applicable Treasury regulations.

     6.04 ANNUITY  DISTRIBUTIONS  TO  PARTICIPANTS  AND SURVIVING  SPOUSES.  The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[X]  (a) Apply only to a  Participant  described in Section  6.04(E) of the Plan
     (relating  to the  profit  sharing  exception  to the  joint  and  survivor
     requirements).

[]   (b) Apply to all Participants.
ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

     9.10 VALUE OF PARTICIPANT'S  ACCRUED BENEFIT. If a distribution (other than
a  distribution   from  a  segregated   Account  and  other  than  a  corrective
distribution  described in Sections  14.07,  14.08,  14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent  valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[X]  (a) 0% per annum. [Note: The percentage may equal 0%.]

[]   (b) The 90 day Treasury bill rate in effect at the beginning of the current
     valuation period.

[]       (c)  (Specify) _______________________.

     9.11 ALLOCATION AND  DISTRIBUTION  OF NET INCOME GAIN OR LOSS.  Pursuant to
Section  14.12,  to  determine  the  allocation  of net  income,  gain or  loss:
(Complete only those items, if any, which are applicable to the Employer's Plan)

[X]  (a) For  salary  reduction  contributions,  the  Advisory  Committee  will:
     (Choose (1), (2), (3), (4) or (5))

     [X]  (1) Apply Section 9.11 without modification.

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

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

     []   (4) Treat as part of the  relevant  Account  at the  beginning  of the
          valuation period 50% of the -- salary reduction contributions: (Choose
          (i) or (ii))

          []   (i) made during that valuation period.

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

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

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

     [X]  (1) Apply Section 9.11 without modification.

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

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

     []   (4) Apply the  allocation  method  described  in the  addendum to this
          Adoption Agreement numbered 9.11(b).
[]   (c) For Participant  nondeductible  contributions,  the Advisory  Committee
     will: (Choose (1), (2), (3), (4) or (5))

     []   (1) Apply Section 9.11 without modification.

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

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

     []   (4) Treat as part of the  relevant  Account  at the  beginning  of the
          valuation  period % of the  Participant  nondeductible  contributions:
          (Choose (i) or (ii))

          []   (i) made during that valuation period.

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

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

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

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

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

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

     10.14 VALUATION OF TRUST. In addition to each Accounting  Date, the Trustee
must value the Trust Fund on the  following  valuation  date(s):  (Choose (a) or
(b))

[]   (a) No other mandatory valuation dates.

[X]  (b)  (Specify)  Each  business day the New York Stock  Exchange and Norwest
     Bank New Mexico, N.A. are open and conducting business.
EFFECTIVE DATE ADDENDUM
                              (Restated Plans Only)

     The Employer must  complete  this  addendum only if the restated  Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective  date for at least one of the provisions  listed in this addendum.  In
lieu of the restated  Effective  Date in Adoption  Agreement  Section 1.18,  the
following special effective dates apply: (Choose whichever elections apply)

[]   (a) Compensation  definition.  The Compensation  definition of Section 1.12
     (other than the $200,000  limitation) is effective for Plan Years beginning
     after . [Note:  May not be effective  later than the first day of the first
     Plan Year beginning after the Employer executes this Adoption  Agreement to
     restate the Plan for the Tax Reform Act of 1986, if applicable.]

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

[]   (c) Suspension of Years of Service. The suspension of Years of Service rule
     elected under Adoption  Agreement  Section 2.03 is effective for Plan Years
     beginning after ______________ .

[X]  (d) Contribution/allocation formula. The contribution formula elected under
     Adoption  Agreement Section 3.01 and the method of allocation elected under
     Adoption Agreement Section 3.04 is effective for Plan Years beginning after
     December 31, 1996.

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

[X]  (f)  Employment  condition.  The  employment  condition  of Section 3.06 is
     effective for Plan Years beginning after December 31, 1996.

[]   (g)  Elimination of Net Profits.  The  requirement  for the Employer not to
     have net profits to  contribute  to this Plan is  effective  for Plan Years
     beginning after  ___________________ . [Note: The date specified may not be
     earlier than December 31, 1985.]

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

[X]  (i) Allocation of Earnings. The special allocation provisions elected under
     Adoption  Agreement  Section 9.11 are  effective  for Plan Years  beginning
     after December 31, 1996.

[X]  (j)  (Specify)  Short  Plan  Year.  The Plan  will  have a short  plan year
     beginning July 1, 1996 and ending December 31, 1996.

     For Plan Years prior to the special  Effective  Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for purposes
of the  designated  provisions.  A special  Effective Date may not result in the
delay of a Plan  provision  beyond  the  permissible  Effective  Date  under any
applicable law requirements.
Execution Page

     The Trustee (and  Custodian,  if  applicable),  by executing  this Adoption
Agreement,   accepts  its  position  and  agrees  to  all  of  the  obligations,
responsibilities  and duties imposed upon the Trustee (or  Custodian)  under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement,  the Employer by its duly authorized
officers, has executed this Adoption Agreement,  and the Trustee (and Custodian,
if applicable) signified its acceptance, on this 1st day of October, 1996.

Name  and  EIN of  Employer:  Alamogordo  Federal  Savings  &  Loan  Association
85-0142558

Signed:   /s/ Miles Ledgerwood
          ---------------------------
          Miles Ledgerwood, President

Name(s) of Trustee:  Norwest  Bank New Mexico,  N.A. -  Investment  Management &
Trust Division

Signed:   /s/ Dorothy Sanmann
          -----------------------------------------
          Dorothy Sanmann, Assistant Vice President

Name of Custodian:

Signed:

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 002.

Use of Adoption  Agreement.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
3-digit  number  assigned to this Adoption  Agreement (see page 1) is solely for
the  Master  Plan  Sponsor's  recordkeeping  purposes  and does not  necessarily
correspond to the plan number the Employer designated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting  employers of any amendment of this
Master Plan or of any abandonment or  discontinuance  by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries  regarding the adoption of
the  Master  Plan,  the  Master  Plan  Sponsor's  intended  meaning  of any plan
provisions  or the  effect  of the  opinion  letter  issued to the  Master  Plan
Sponsor,  please  contact the Master Plan Sponsor at the  following  address and
telephone number: P.O. Box 1968 Albuquerque, New Mexico 87103 (505)765-5110.

Reliance  on  Opinion  Letter.  The  Employer  may not rely on the  Master  Plan
Sponsor's opinion letter covering this Adoption  Agreement.  For reliance on the
Plan's  qualification,  the Employer must obtain a determination letter from the
applicable IRS Key District office.
PARTICIPATION AGREEMENT
         For Participation by Related Group Members (Plan Section 1.30)

     The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying  Adoption  Agreement,  as if  the  Participating  Employer  were  a
signatory to that Agreement.  The Participating  Employer accepts, and agrees to
be bound by, all of the  elections  granted  under the  provisions of the Master
Plan as made by Alamogordo  Federal  Savings & Loan  Association,  the Signatory
Employer to the Execution Page of the Adoption Agreement.

     1.   The Effective Date of the undersigned Employer's  participation in the
          designated Plan is: ______.

     2.   The undersigned Employer's adoption of this Plan constitutes:

[]   (a) The adoption of a new plan by the Participating Employer.

[]   (b) The  adoption  of an  amendment  and  restatement  of a plan  currently
     maintained by the Employer, identified as _________________ , and having an
     original effective date of ________________ .

     Dated this __________ day of __________, 19__.

               Name of Participating Employer:

               Signed:

               Participating Employer's EIN:

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

               Name of Signatory  Employer:  Alamogordo  Federal  Savings & Loan
               Association

Accepted:__________________
                    [Date]          Signed:

               Name(s) of Trustee:

Accepted:___________________
                    [Date]          Signed:

[Note:  Each  Participating  Employer  must  execute  a  separate  Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
EXHIBIT 4.2

                            SUMMARY PLAN DESCRIPTION

                                     for the

                  Alamogordo Federal Savings & Loan Association
                      401(k) Profit Sharing Plan and Trust
TABLE OF CONTENTS

(1) General..................................................................  1

(2) Identification of Plan...................................................  1

(3) Type of Plan.............................................................  1

(4) Plan Administrator.......................................................  1

(5) Trustee/Trust Fund.......................................................  2

(6) Hours of Service.........................................................  2

(7) Eligibility to Participate...............................................  3

(8) Employer's Contributions.................................................  3

(9) Employee Contributions...................................................  6

(10) Vesting in Employer Contributions.......................................  6

(11) Payment of Benefits After Termination of Employment.....................  7

(12) Payment of Benefits Prior to Termination of Employment..................  9

(13) Disability Benefits..................................................... 10

(14) Payment of Benefits upon Death.......................................... 10

(15) Disqualification of Participant Status - Loss or Denial of Benefits..... 10

(16) Claims Procedure........................................................ 11

(17) Retired Participant, Separated Participant with Vested Benefit,
     Beneficiary Receiving Benefits............. 11

(18) Participant's Rights under ERISA........................................ 12

(19) Federal Income Taxation of Benefits Paid................................ 13

(20) Participant Loans....................................................... 13

(21) Participant Direction of Investment..................................... 13
SUMMARY PLAN DESCRIPTION

(1) General. The legal name, address and Federal employer  identification number
of the Employer are -

         Alamogordo Federal Savings & Loan Association
         400 10th Street
         Alamogordo, NM  88310
         85-0142558

The Employer has  established  a retirement  plan  ("Plan") to  supplement  your
income upon retirement. In addition to retirement benefits, the Plan may provide
benefits  in the  event of your  death  or  disability  or in the  event of your
termination  of  employment  prior to normal  retirement.  If after reading this
summary you have any questions, please ask the Plan Administrator.  We emphasize
this summary plan description is a highlight of the more important provisions of
the Plan.  If there is a  conflict  between a  statement  in this  summary  plan
description and in the Plan, the terms of the Plan control.

(2) Identification of Plan.  The Plan is known as -

     Alamogordo  Federal Savings & Loan  Association  401(k) Profit Sharing Plan
     and Trust

The Employer has assigned 002 as the Plan  identification  number. The plan year
is the period on which the Plan  maintains its records:  the twelve  consecutive
month period ending every December 31.

(3) Type of Plan.  The Plan is commonly  known as a Code Section  401(k)  profit
sharing plan. Section (8), "Employer's Contributions," explains how you share in
the Employer's  annual  contributions  to the trust fund and the extent to which
the Employer has an obligation to make annual contributions to the trust fund.

Under this Plan,  there is no fixed dollar amount of retirement  benefits.  Your
actual  retirement  benefit will depend on the amount of your account balance at
the  time  of  retirement.   Your  account   balance  will  reflect  the  annual
allocations,  the period of time you  participate in the Plan and the success of
the Plan in investing and reinvesting the assets of the trust fund. Furthermore,
a governmental  agency known as the Pension Benefit Guaranty  Corporation (PBGC)
insures  the  benefits   payable   under  plans  which  provide  for  fixed  and
determinable  retirement  benefits.  The  Plan  does  not  provide  a fixed  and
determinable retirement benefit.  Therefore, the PBGC does not include this Plan
within its insurance program.

(4) Plan Administrator.  The Employer is the Plan Administrator.  The Employer's
telephone number is (505)437-9334.  The Employer has designated Miles Ledgerwood
to assist the Employer  with the duties of Plan  Administrator.  You may contact
Miles  Ledgerwood  at  the  Employer's   address.   The  Plan  Administrator  is
responsible for providing you and other participants  information regarding your
rights and benefits under the Plan. The Plan  Administrator also has the primary
authority for filing the various reports,  forms and returns with the Department
of Labor and the Internal Revenue Service.

The name of the person  designated as agent for service of legal process and the
address where a processor may serve legal process upon the Plan are -
Miles Ledgerwood
         Alamogordo Federal Savings & Loan Association
         400 10th Street
         Alamogordo, NM  88310

A  legal  processor  may  also  serve  the  Trustee  of the  Plan  or  the  Plan
Administrator.

The Plan permits the Employer to appoint an Advisory  Committee to assist in the
administration of the Plan. The Advisory  Committee has the  responsibility  for
making  all  discretionary   determinations   under  the  Plan  and  for  giving
distribution  directions  to the Trustee.  If the  Employer  does not appoint an
Advisory Committee,  the Plan Administrator assumes these responsibilities.  The
members of the Advisory  Committee may change from time to time.  You may obtain
the  names  of the  current  members  of the  Advisory  Committee  from the Plan
Administrator.

(5) Trustee/Trust Fund.  The Employer has appointed -

       Norwest Bank New Mexico, N.A. - Investment Management & Trust Division
       P.O. Box 1968
       Albuquerque, NM  87103
       (505)765-5110

to hold the office of Trustee.  The Trustee  will hold all amounts the  Employer
contributes to it in a trust fund. Upon the direction of the Advisory Committee,
the Trustee will make all  distribution and benefit payments from the trust fund
to participants and beneficiaries.  The Trustee will maintain trust fund records
on a plan year basis.

(6)  Hours  of  Service.  The Plan and this  summary  plan  description  include
references to hours of service. To become eligible to participate in the Plan or
to share in the  allocation of Employer  contributions  for a plan year the Plan
requires you to complete a minimum number of hours of service during a specified
period.   The  sections   covering   eligibility  to  participate  and  employer
contributions  explain  this aspect of the Plan in the context of those  topics.
However, hour of service has the same meaning for all purposes of the Plan.

The Department of Labor,  in its  regulations,  has prescribed  various  methods
under which the Employer may credit hours of service.  The Employer has selected
the "actual" method for crediting hours of service. Under the actual method, you
will receive  credit for each hour for which the Employer pays you,  directly or
indirectly,  or for which you are entitled to payment,  for the  performance  of
your  employment  duties.  You also will receive credit for certain hours during
which you do not work if the  Employer  pays you for those  hours,  such as paid
vacation.

If an employee's absence from employment is due to maternity or paternity leave,
the  employee  will receive  credit for unpaid  hours of service  related to his
leave, not to exceed 501 hours.  The Advisory  Committee will credit these hours
of service to the first period during which the employee otherwise would incur a
1-year break in service as a result of the unpaid absence.
(7)  Eligibility  to  Participate.  To become a  participant,  an employee  must
complete one year of service and attain age 21. You will become a Participant on
the January 1 or July 1  immediately  following  your  completion of the age and
service requirement.

The Plan defines "year of service" as a 12-month  period in which you work 1,000
hours of service for the Employer.  The first eligibility  service period starts
on your first day of  employment  with the Employer.  For example,  if you begin
work on  February  15 and work 1,000  hours from that  February  15 through  the
following  February  14,  you  would  enter  the Plan on the July 1  immediately
following the  completion of the one year of service.  After the first  12-month
eligibility  service  period,  the Plan will  measure your  eligibility  service
period on a plan year basis.  In the prior  example,  on a plan year basis,  the
second  12-month period would begin with the first plan year starting after your
February 15 employment  date and other  12-month  periods would be the following
plan years.  The Plan will need to measure  more than one 12-month  period,  for
example, if you do not complete a year of service in the first 12-month period.

The  example  in the prior  paragraph  assumes  you are at least age 21 when you
complete  the  service  requirement.  If you have not  attained  age 21 when you
complete the service requirement, then you will become a participant in the Plan
on the January 1 or July 1 immediately following your attainment of age 21.

If you terminate  employment  after becoming a Participant in the Plan and later
return to  employment,  you will re-enter the Plan on your  re-employment  date.
Also,  if you  terminate  employment  after  satisfying  the Plan's  eligibility
conditions  but before  actually  becoming a participant  in the Plan,  you will
become a participant  in the Plan on the later of your  scheduled  entry date or
your reemployment date.
The following employees are not eligible to participate in the plan:

         employees  working  in  a  classification  of  employees  covered  by a
         collective  bargaining  agreement leased employee employees of a member
         of the Employer's related group who does not participate in this plan

If by reason of this exclusion,  you should become  ineligible to participate in
the Plan,  you may not  receive an  allocation  of the  Employer's  contribution
during the period of your exclusion, but during this period your account balance
will continue to share in trust fund earnings or losses.

(8) Employer's Contributions.  401(k) Arrangement.  This Plan includes a "401(k)
arrangement,"  under  which  you may  elect to have the  employer  contribute  a
portion of your  compensation to the Plan. The  contributions the Employer makes
under your  election  are  "elective  deferrals."  The Advisory  Committee  will
allocate your elective deferrals to a separate account designated by the Plan as
your Deferral Contributions Account.

As a participant  in the Plan, you may enter into a salary  reduction  agreement
with the  Employer.  The  Advisory  Committee  will give you a salary  reduction
agreement form which will explain your salary  reduction  options.  The Employer
will  withhold  from your pay the  amount you have  agreed to have the  Employer
contribute as elective deferrals.
Your  salary  reduction  agreement  remains  in  effect  until  you  revoke  the
agreement. You may revoke your salary reduction agreement as of the first day of
any month.  If you revoke your salary  reduction  agreement,  you may file a new
agreement with an effective  date as of any subsequent  Plan Entry Date. You may
increase or decrease your salary reduction percentage or dollar amount as of the
first day of each month.

For any calendar year, your elective  deferrals may not exceed a specific dollar
amount  determined by the Internal Revenue Service.  If your elective  deferrals
for a particular  calendar year exceed the dollar  limitation in effect for that
calendar  year,  the Plan will refund the excess  amount,  plus any earnings (or
loss)  allocated to that excess amount.  If you  participate in another  "401(k)
arrangement"  or in  similar  arrangements  under  which  you  elect  to have an
employer contribute on your behalf, your total elective deferrals may not exceed
the dollar limitation in effect for that calendar year. The Form W-2 you receive
from each employer for the calendar year will report the amount of your elective
deferrals  for that  calendar  year under that  employer's  plan.  If your total
exceeds the dollar limitation in effect for that calendar year you should decide
which  plan you wish to  designate  as the plan with the excess  amount.  If you
designate  this Plan as holding the excess amount for a calendar  year, you must
notify the Advisory  Committee of that  designation  by March 1 of the following
calendar year.  The Trustee then will  distribute the excess amount to you, plus
earnings (or loss) allocated to that excess amount.

Matching Contributions.  For each plan year, the Employer will contribute to the
Plan an amount of  matching  contributions  determined  by the  Employer  at its
discretion.  The Employer may choose not to make  matching  contributions  for a
particular  plan year. The Employer will determine a separate amount of matching
contributions  for each level of the participant's  "eligible  contributions." A
participant's   "eligible   contributions"  equal  the  participant's   elective
deferrals for the plan year (other than any elective  deferrals which exceed the
dollar limitation  determined by the Internal Revenue Service).  A participant's
first level of eligible  contributions  is the amount of eligible  contributions
not  exceeding  3% of a  Participant's  Compensation  for  the  Plan  Year.  The
subsequent tiers of eligible contributions are: eligible contributions exceeding
3% but not  exceeding  4% of a  Participant's  Compensation  for the  Plan  Year
constitute  the second  tier and  eligible  contributions  exceeding  4% but not
exceeding 5% of a  Participant's  Compensation  for the Plan Year constitute the
third tier and eligible  contributions  exceeding  5% but not  exceeding 6% of a
Participant's  Compensation  for the Plan Year  constitute  the fourth tier. For
example,  if your eligible  contributions under the first level equal 10% of the
total eligible  contributions in the first level made by all participants,  your
account  would  receive an  allocation  of 10% of the total  amount of  matching
contributions   made  by  the   Employer   for  the  first   level  of  eligible
contributions.  The Advisory  Committee  allocates  your share of these matching
contributions to your Regular Matching Contributions Account.

Qualified nonelective contributions. The Plan permits the Employer to contribute
a  discretionary  amount for a plan year which the  Employer  will  designate as
qualified nonelective contributions. If the Employer makes qualified nonelective
contributions  for a plan year,  the  Advisory  Committee  will  allocate  those
contributions  to the separate  accounts of those  participants who are eligible
for an allocation for the plan year but who are not highly compensated employees
for that plan year. The law defines highly compensated employees to include most
owners and officers of the Employer and  employees  whose  compensation  for the
plan year exceeds certain dollar limitations  prescribed by the Internal Revenue
Service.  Also, a family member of a highly compensated employee may be a highly
compensated employee under the Plan.
The  Advisory  Committee  will  base a  participant's  allocation  of  qualified
nonelective contributions upon the participant's share of the total compensation
paid during that plan year to all participants eligible for the allocation.  For
example,  if your  compensation  for a particular  plan year equals 10% of total
compensation  for all  participants  eligible for the  allocation,  the Advisory
Committee would allocate 10% of the total qualified nonelective contributions to
your Qualified Nonelective Contributions Account.

Employer's  nonelective  contributions.  Each plan year,  the Employer will make
nonelective  contributions to the Plan in the amount  determined by the Employer
at its discretion. The Employer may choose not to make nonelective contributions
to the Plan for a particular plan year.

For each plan year the Employer makes nonelective contributions to the Plan, the
Advisory  Committee  will allocate this  contribution  to the separate  accounts
maintained for  participants.  The Advisory  Committee will base your allocation
upon your  proportionate  share of the total  compensation paid during that plan
year to all participants in the Plan. For example, if your compensation for that
plan  year is 10% of the  total  compensation  for  all  participants  for  that
particular  plan year,  the Advisory  Committee  will  allocate 10% of the total
Employer contribution for the plan year to your separate account.

Allocation of forfeitures.  The Plan allocates participant forfeitures as if the
forfeitures were additional Employer nonelective contributions for the plan year
in which the  forfeitures  occur.  If a  participant  forfeits  from his Regular
Matching  Contributions  Account,  the Plan allocates the forfeited  amount as a
matching contribution. The Advisory Committee will treat the forfeited amount as
a reduction of the matching  contributions  otherwise  made for the plan year in
which the forfeiture occurs.

Compensation.  The Plan defines  compensation as the employee's  total amount of
earnings reportable as W-2 wages for Federal income tax withholding purposes.

With limited exceptions,  the Plan includes an employee's  compensation only for
the part of the plan year in which he actually is a participant.

Conditions  for  allocation.  With  limited  exceptions,  to be  entitled  to an
allocation of Employer  contributions,  you must complete 1,000 hours of service
during the plan year and you must be employed by the Employer on the last day of
the plan year.

The contribution  allocations described in this Section (8) may vary for certain
employees  if the Plan is top  heavy.  Generally,  the Plan is top heavy if more
than 60% of the Plan's  assets are  allocated to the  accounts of key  employees
(certain owners and officers).  If the Plan is top heavy, any participant who is
not a key employee and who is employed on the last day of the plan year, may not
receive a contribution allocation which is less than a certain minimum.  Usually
that minimum is 3%, but if the contribution allocation for the plan year is less
than 3% for all  the  key  employees,  the  top  heavy  minimum  is the  smaller
allocation rate. If you are a participant in the Plan, your allocation described
in this Section (8) in most cases will be equal to or greater than the top heavy
minimum  contribution  allocation.  The Plan also may vary the definition of the
top heavy minimum  contribution  to take into account another plan maintained by
the Employer.
The law limits the amount of "additions"  (other than trust  earnings) which the
Plan may  allocate to your  account  under the Plan.  Your  additions  may never
exceed 25% of your  compensation  for a particular plan year, but may be less if
25% of your  compensation  exceeds a dollar  amount  announced  by the  Internal
Revenue  Service each year.  The Plan may need to reduce this  limitation if you
participate  (or  have  participated)  in  any  other  plans  maintained  by the
Employer.  The discussion of Plan  allocations in this Section (8) is subject to
this limitation.

(9)  Employee  Contributions.  The Plan does not permit nor  require you to make
employee   contributions  to  the  trust  fund.  "Employee   contributions"  are
contributions  made by an employee  for which the  employee  does not receive an
income tax  deduction.  The only source of  contributions  under the Plan is the
annual Employer  contribution,  including the "elective  deferrals" made at your
election  under the  401(k)  arrangement  described  in Section  (8).  "Elective
deferrals" are not "employee contributions" for purposes of the Plan.

(10)  Vesting  in  Employer  Contributions.  Your  interest  in the  nonelective
contributions  the  Employer  makes to the Plan  for your  benefit  will be 100%
vested at all times.  In other  words,  once the  Employer  makes a  nonelective
contribution to the Plan for your benefit,  that contribution belongs totally to
you. For the one exception to total ownership in your Plan benefit,  see Section
(15)  relating  to the  Advisory  Committee's  inability  to locate  you or your
beneficiary.

Special  vesting  schedule for  matching  contributions.  The vesting  provision
described above does not apply to the Employer matching contributions  allocated
on your behalf,  as described in Section (8).  Instead,  the  following  vesting
schedule applies to the matching contributions allocated on your behalf:

              Years of Service                   Nonforfeitable Percentage
              ----------------                   -------------------------

              Less than 1                                            0%
                  1                                                  0%
                  2                                                 20%
                  3                                                 40%
                  4                                                 60%
                  5                                                 80%
                  6 or more                                        100%

100% vesting for Deferral  Contributions  Account. The vesting schedule does not
apply to your Deferral  Contributions Account described in Section (8). Instead,
you are 100% vested at all times in your Deferral Contributions Account.

Year of service.  To determine your percentage under a vesting schedule,  a year
of service  means a 12-month  vesting  service  period in which you  complete at
least 1,000 hours of service.  The Plan measures the vesting  service  period as
the plan year.  If you  complete at least  1,000 hours of service  during a plan
year,  you will  receive  credit for a year of service  even  though you are not
employed by the Employer on the last day of that plan year.

You will receive credit for years of service with the Employer prior to the time
the Employer established the Plan and for years of service prior to the time you
became a participant in the Plan.
The Plan  provides  two methods of vesting  forfeiture  which may apply before a
participant  becomes  100%  vested in his entire  interest  under the Plan.  The
primary method of vesting  forfeiture is the "forfeiture break in service" rule.
The secondary method of forfeiture is the "cash out" rule. Also see Section (15)
relating to loss or denial of benefits.

Forfeiture  Break in Service  Rule.  Termination  of  employment  alone will not
result in forfeiture  under the Plan unless you do not return to employment with
the Employer  before  incurring a  "forfeiture  break in service." A "forfeiture
break in service" is a period of 5 consecutive  vesting service periods in which
you do not work more than 500 hours in each vesting  service  period  comprising
the 5 year period.

Example.  Assume you are 60% vested in your account  balance.  After working 400
hours during a particular vesting service period,  you terminate  employment and
perform no further  service for the Employer  during the next 4 vesting  service
periods.  Under this  example,  you would have a  "forfeiture  break in service"
during the fourth vesting service period following the vesting service period in
which you  terminated  employment  because  you did not work more than 500 hours
during each vesting  service period of 5 consecutive  vesting  service  periods.
Consequently,  you would forfeit the 40% non-vested portion of your account.  If
you had  returned  to  employment  with the  Employer  at any time  during the 5
consecutive  vesting  service  periods and worked more than 500 hours during any
vesting  service  period  within  that  5-year  period,  you  would  not incur a
forfeiture under the "forfeiture break in service" rule.

Cash Out Rule. The cash out rule applies if you terminate employment and receive
a total  distribution  of the vested portion of your account  balance before you
incur a  forfeiture  break  in  service.  For  example,  assume  you  terminated
employment during a particular vesting service period after completing 800 hours
of service.  Assume further the total value of your account balance is $6,000 in
which you have a 60% vested  interest.  Before you incur a  forfeiture  break in
service,  you receive a distribution of the $3,600 vested portion ($6,000 X 60%)
of your  account  balance.  Upon  payment of the $3,600  vested  portion of your
account balance,  you would forfeit the $2,400 nonvested portion.  If you return
to employment before you incur a "forfeiture break in service," you may have the
Plan  restore  your  "cash  out"  forfeiture  by  repaying  the  amount  of  the
distribution you received attributable to Employer contributions. This repayment
right applies only if you do not incur a "forfeiture break in service." You must
make  this  repayment  no later  than  the  date 5 years  after  you  return  to
employment with the Employer.  Upon your reemployment with the Employer, you may
request the Advisory  Committee to provide you a full explanation of your rights
regarding this repayment  option.  If the vested portion of your account balance
does not exceed $3,500, the Plan will distribute that vested portion to you in a
lump sum, without your consent.  This  involuntary  cash-out  distribution  will
result in the forfeiture of your nonvested  account balance,  in the same manner
as an  employee  who  voluntarily  elects a cash-out  distribution.  Also,  upon
reemployment you would have the same repayment option as an employee who elected
a  cash-out  distribution,  if you  return  to  employment  before  incurring  a
"forfeiture break in service."

If you are 0% vested in your entire  interest  in the Plan,  the Plan will treat
you as having  received  a  cash-out  distribution  of $0.  This  "distribution"
results in a forfeiture of your entire Plan interest.  Normally, this forfeiture
occurs on the date you terminate  employment with the Employer.  However,
if you are entitled to an allocation of Employer contributions for the plan year
in which you terminate  employment with the Employer,  this forfeiture occurs as
of the first day of the next plan year. If you return to  employment  before you
incur a forfeiture break in service,  the Plan will restore this forfeiture,  as
if you repaid a cash-out distribution.

(11) Payment of Benefits After  Termination  of Employment.  After you terminate
employment  with  the  Employer,  the  time at  which  the  Plan  will  commence
distribution to you and the form of that distribution
depends on whether your vested account balance exceeds $3,500.  If you receive a
distribution  from the Plan before you attain age 59-1/2,  the law imposes a 10%
penalty on the  amount of the  distribution  you  receive to the extent you must
include  the  distribution  in your  gross  income,  unless you  qualify  for an
exception from this penalty. You should consult a tax advisor regarding this 10%
penalty.  This summary makes  references to your normal  retirement  age. Normal
retirement age under this Plan is 65.

If your vested account balance does not exceed $3,500,  the Plan will distribute
that portion to you, in a lump sum, on the first calendar quarter  following the
end of the quarter in which the participant separates from service or as soon as
administratively  practicable  following that date. If you already have attained
normal  retirement  age when you terminate  employment,  the Plan must make this
distribution  no later than the 60th day following the close of the plan year in
which your employment  terminates,  even if the normal  distribution  date would
occur later.  The Plan does not permit you to receive  distribution  in any form
other than a lump sum if your vested account balance does not exceed $3,500.

If  your  vested  account  balance  exceeds  $3,500,   the  Plan  will  commence
distribution  to you at the time you elect to  commence  distribution.  The Plan
permits you to elect distribution as of the first calendar quarter following the
end of the quarter in which the participant separates from service.

A "distribution date" under the Plan means as soon as administratively feasible.
You may not actually receive  distribution on the  distribution  date you elect.
The Plan provides the Trustee an  administratively  reasonable  time following a
particular distribution date to make actual distribution to a participant.

No later than 30 days prior to your earliest  possible  distribution  date,  the
Advisory  Committee  will  provide you a notice  explaining  your right to elect
distribution from the Plan and the forms necessary to make your election. If you
do not make a distribution  election, the Plan will commence distribution to you
on the 60th day  following  the close of the plan  year in which  the  latest of
three events  occurs:  (1) your  attainment of normal  retirement  age; (2) your
attainment of age 62; or (3) your  termination of employment  with the Employer.
To determine  whether  your vested  account  balance  exceeds  $3,500,  the Plan
normally  looks to the last  valuation  of your account  prior to the  scheduled
distribution date.

With  limited  exceptions,  you may not  commence  distribution  of your  vested
account  balance later than April 1 of the calendar year  following the calendar
year in which you attain age 70-1/2, even if you have not terminated  employment
with the  Employer.  This  required  distribution  date  overrides  any contrary
distribution date described in this summary. If the Employer terminates the Plan
before you receive complete distribution of your vested benefits, the Plan might
make  distribution  to you before you otherwise would elect  distribution.  Upon
Plan  termination,  if your vested  account  balance  exceeds  $3,500,  you will
receive an explanation of your distribution rights.

For  purposes of making a  distribution  of any  portion of your vested  account
balance,  the Plan refers to the latest valuation of your account  balance.  The
Plan  requires  valuation of the trust fund,  and  adjustment  of  participant's
accounts  every  business day that the New York Stock  Exchange and Norwest Bank
New Mexico, N.A. are open and conducting business.
Forms of Benefit  Payment.  If your vested account balance  exceeds $3,500,  the
Plan permits you to elect distribution under any one of the following methods:

         (a)      Lump sum.

         (b)      Part lump sum and part installments, as described in (c).

         (c)      Installment  payments (annually,  quarterly or monthly) over a
                  specified  period of time, not exceeding your life  expectancy
                  or the  joint  life  expectancy  of you  and  your  designated
                  beneficiary.

Under an installment distribution, the Advisory Committee may direct to have the
Plan  segregate  the amount owed to you in a separate  account  apart from other
trust fund assets.  Your separate  account will continue to draw interest during
the period the Plan is making  retirement  payments to you. If the Plan does not
segregate the amount owed to you in a separate account,  your retirement account
will  remain a part of the  trust  fund  and  continue  to  share in trust  fund
earnings, gains or losses.

The benefit  payment  rules  described in Sections (11) through (14) reflect the
current  Plan  provisions.  If an  Employer  amends  its Plan to change  benefit
payment   options,   some  options  may  continue  for  those   participants  or
beneficiaries  who  have  account  balances  at the  time of the  change.  If an
eliminated  option  continues to apply to you, the  information you receive from
the Advisory  Committee at the time you are first eligible for distribution from
the Plan will include an explanation of that option.

(12) Payment of Benefits Prior to Termination of Employment.

Distributions   from  your   Employer   Contributions   Account   and   Matching
Contributions  Account.  After a Participant has  participated in the Plan for a
period of not less than 5 years and he is 100%  vested,  until he  retires,  the
Participant  has a  continuing  election  to receive  all or any  portion of the
Employer Contributions Account only. There shall be no distribution options that
apply to the Regular  Matching  Contributions  Account prior to Separation  from
Service.

The Advisory  Committee will provide you a withdrawal  election form. Other than
the  withdrawal  right  described in this  Section (12) and the post-age  70-1/2
distribution requirement described in Section (11), the Plan does not permit you
to receive  payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.

Distributions  from  your  Deferral   Contributions   Account.   Prior  to  your
termination  of employment  with the Employer,  you may elect to withdraw all or
any portion of your Deferral  Contributions  Account if you incur a hardship.  A
hardship  distribution  is  available  only  from  your  Deferral  Contributions
Account. A hardship distribution must be on account of any of the following: (a)
deductible  medical expenses  incurred by the participant,  by the participant's
spouse, or by any of the participant's  dependents;  (b) the purchase (excluding
mortgage payments) of a principal residence for the participant; (c) the payment
of  post-secondary  education  tuition,  for the next 12-month  period,  for the
participant or for the  participant's  spouse,  or for any of the  participant's
dependents;  (d) to prevent the eviction of the  participant  from his principal
residence  or the  foreclosure  on the mortgage of the  participant's  principal
residence.  To qualify for this hardship  distribution,  the participant may not
make elective  deferrals or employee  contributions to the Plan for the 12-month
period following the date of his hardship  distribution,  the participant  first
must obtain all other available distributions and all nontaxable loans currently
available  under  the Plan  and all  other  qualified  plans  maintained  by the
Employer,  and a  special  limitation  may apply to the  participant's  elective
deferrals in the following taxable year.

The Advisory  Committee will provide you a withdrawal  election form. Other than
the  withdrawal  right  described in this  Section (12) and the post-age  70-1/2
distribution requirement described in Section (11), the Plan does not permit you
to receive  payment of any portion of your account balance for any other reason,
unless you terminate employment with the Employer.

(13) Disability Benefits. If you terminate employment because of disability, the
Plan will pay your vested account balance to you in lump sum at the same time as
it  would  pay  your  vested  account  balance  for  any  other  termination  of
employment.  However,  if  your  vested  account  balance  exceeds  $3,500,  the
disability distribution rules are subject to any election requirements described
in Section  (11).  In  general,  disability  under the Plan  means  because of a
physical  or mental  disability  you are  unable to  perform  the duties of your
customary  position of employment for an indefinite period which, in the opinion
of the Advisory  Committee,  will be of long  continued  duration.  The Advisory
Committee also considers you disabled if you terminate  employment  because of a
permanent  loss  or loss  of use of a  member  or  function  of  your  body or a
permanent   disfigurement.   The  Advisory  Committee  may  require  a  physical
examination in order to confirm the disability.

(14) Payment of Benefits  upon Death.  If you die prior to receiving all of your
benefits  under the Plan,  the Plan will pay the balance of your account to your
beneficiary.  If the Employer  permits the Trustee to purchase life insurance on
your life with a portion of your account balance, your account balance also will
receive any life insurance proceeds payable by reason of your death.

The Advisory  Committee will provide you with an  appropriate  form for naming a
beneficiary.  If you are married, your spouse must consent to the designation of
any  nonspouse  beneficiary.  If your  vested  account  balance  payable to your
designated beneficiary does not exceed $3,500, the Plan will pay the benefit, in
a  lump  sum,  to  your  designated  beneficiary  as  soon  as  administratively
practicable  after your death.  If your vested account  balance  payable to your
designated  beneficiary  exceeds  $3,500,  the Plan will pay the benefit to your
designated beneficiary,  in the form and at the time elected by the beneficiary,
unless,   prior  to  your  death,  you  specify  the  timing  and  form  of  the
beneficiary's distribution. The benefit payment election generally must complete
distribution  of your account  balance  within five years of your death,  unless
distribution  commences  within  one  year of  your  death  to  your  designated
beneficiary  or unless  benefits  had  commenced  prior to your death  under the
mandatory post-age 70-1/2 distribution requirements described in Section (11).

(15) Disqualification of Participant Status - Loss or Denial of Benefits.  There
are no specific Plan provisions  which  disqualify you as a participant or which
cause you to lose plan  benefits,  except as provided in Sections  (7) and (10).
However,  if you  become  disabled  and do not  receive  compensation  from  the
Employer,  you will not receive an allocation of the Employer's  contribution to
the Plan during the period of  disability.  In addition,  if your Plan  benefits
become payable after  termination  of employment  and the Advisory  Committee is
unable to locate  you at your last  address  of  record,  you may  forfeit  your
benefits  under  the Plan.  Therefore,  it is very  important  that you keep the
Employer  apprised  of your  mailing  address  even  after  you have  terminated
employment. Finally, if the
Employer  terminates  the Plan,  which it has the right to do, you would receive
benefits under the Plan based on your account balance accumulated to the date of
the  termination  of the Plan.  Termination  of the Plan could occur  before you
attain normal retirement age. If the Employer  terminates the Plan, your account
will become 100% vested,  if not already 100% vested,  unless you  forfeited the
nonvested portion prior to the termination date.

The  termination of the Plan does not permit you to receive a distribution  from
your Deferral  Contributions Account unless: (1) you otherwise have the right to
a distribution, as described in Sections (11) and (12); or (2) the Employer does
not maintain a successor defined contribution plan. If you are able to receive a
distribution  only  because the Employer  does not maintain a successor  defined
contribution  plan, you must agree to take that  distribution  as part of a lump
sum payment of your entire  account  balance  under the Plan.  The Trustee  will
transfer to the successor defined contribution plan any portion of your interest
the Plan is unable to distribute to you.

The fact that the Employer has  established  this Plan does not confer any right
to future  employment  with the Employer.  Furthermore,  you may not assign your
interest in the Plan to another  person or use your Plan  interest as collateral
for a loan from a commercial lender.

(16)  Claims  Procedure.  You need not file a  formal  claim  with the  Advisory
Committee in order to receive your benefits under the Plan. When an event occurs
which  entitles  you to a  distribution  of your  benefits  under the Plan,  the
Advisory  Committee  automatically  will notify you regarding your  distribution
rights. However, if you disagree with the Advisory Committee's  determination of
the amount of your benefits under the Plan or with respect to any other decision
the Advisory  Committee may make  regarding  your interest in the Plan, the Plan
contains  the appeal  procedure  you should  follow.  In brief,  if the Advisory
Committee  of the Plan  determines  it should  deny  benefits  to you,  the Plan
Administrator  will give you  written  notice of the  specific  reasons  for the
denial.  The  notice  will  refer you to the  pertinent  provisions  of the Plan
supporting the Advisory Committee's  decision. If you disagree with the Advisory
Committee,  you, or a duly  authorized  representative,  must appeal the adverse
determination  in writing  to the  Advisory  Committee  within 75 days after the
receipt  of the  notice of denial  of  benefits.  If you fail to appeal a denial
within the 75-day period, the Advisory  Committee's  determination will be final
and binding.

If  you  appeal  to  the  Advisory  Committee,  you,  or  your  duly  authorized
representative,  must submit the issues and comments  you feel are  pertinent to
permit  the  Advisory  Committee  to  re-examine  all  facts  and  make a  final
determination with respect to the denial. The Advisory Committee, in most cases,
will  make a  decision  within 60 days of a request  on  appeal  unless  special
circumstances  would make the  rendering of a decision  within the 60-day period
unfeasible.  In any event, the Advisory  Committee must render a decision within
120 days after its receipt of a request for review.  The same  procedures  apply
if, after your death,  your  beneficiary  makes a claim for  benefits  under the
Plan.

(17) Retired Participant, Separated Participant with Vested Benefit, Beneficiary
Receiving Benefits.  If you are a retired  participant or beneficiary  receiving
benefits,  the benefits you presently  are  receiving  will continue in the same
amount and for the same period  provided in the mode of  settlement  selected at
retirement.  If you are a separated  participant with a vested benefit,  you may
obtain a statement of the dollar  amount of your vested  benefit upon request to
the Plan  Administrator.  There is no Plan  provision  which  reduces,  changes,
terminates,  forfeits,  or suspends  the  benefits of a retired  participant,  a
beneficiary  receiving  benefits or a  separated  participant's  vested  benefit
amount, except as provided in Section (15).
(18)  Participant's  Rights under ERISA.  As a participant in this Plan, you are
entitled to certain rights and protections under the Employee  Retirement Income
Security Act of 1974  (ERISA).  ERISA  provides that all Plan  participants  are
entitled to:

(a)      Examine,  without  charge,  at the Plan  Administrator's  office and at
         other  specified  locations  (such as worksites),  all Plan  documents,
         including  insurance contracts and copies of all documents filed by the
         Plan with the U.S. Department of Labor, such as detailed annual reports
         and plan descriptions.

(b)      Obtain  copies of all Plan  documents and other Plan  information  upon
         written request to the Plan  Administrator.  The Plan Administrator may
         make a reasonable charge for the copies.

(c)      Receive a summary of the Plan's annual financial report. ERISA requires
         the Plan  Administrator to furnish each participant with a copy of this
         summary annual report.

(d)      Obtain a  statement  telling  you that  you have a right to  receive  a
         retirement benefit at the normal retirement age under the Plan and what
         your  benefit  could be at normal  retirement  age if you stop  working
         under the Plan now. If you do not have a right to a retirement benefit,
         the  statement  will advise you of the number of  additional  years you
         must work to  receive  a  retirement  benefit.  You must  request  this
         statement in writing.  The law does not require the Plan  Administrator
         to give this statement more than once a year. The Plan must provide the
         statement free of charge.

In addition to creating rights for Plan participants,  ERISA imposes duties upon
the people who are responsible  for the operation of the employee  benefit plan.
The people who operate this Plan, called  "fiduciaries" of the Plan, have a duty
to do so prudently  and in the interest of you and other Plan  participants  and
beneficiaries.  No one, including your Employer,  your union or any other person
may fire you or  otherwise  discriminate  against  you in any way to prevent you
from obtaining a retirement benefit or from exercising your rights under ERISA.

If your claim for a retirement  benefit is denied in whole or in part,  you must
receive a written  explanation of the reason for the denial.  You have the right
to have the Plan review and reconsider your claim.

Under  ERISA,  there are steps you can take to  enforce  the above  rights.  For
instance,  if you  request  materials  from  the  Plan  and do not  receive  the
materials  within 30 days, you may file suit in a Federal court. In such a case,
the court may require the Plan  Administrator  to provide the  materials and pay
you up to $100 a day until you receive the materials,  unless the materials were
not sent because of reasons beyond the control of the Plan Administrator. If you
have a claim for benefits  which is denied or ignored,  in whole or in part, you
may file  suit in a state or  Federal  court.  If it  should  happen  that  Plan
fiduciaries  misuse the Plan's money,  or if you are  discriminated  against for
asserting  your rights,  you may seek  assistance  from the U.S.  Department  of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are  successful,  the court may order the
person  you have sued to pay these  costs and fees.  If you lose,  the court may
order you to pay these costs and fees,  for  example,  if it finds your claim is
frivolous.
If you  have  any  questions  about  your  Plan,  you  should  contact  the Plan
Administrator.  If you have any  questions  about this  statement  or about your
rights  under  ERISA,  you should  contact the  nearest  Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.

(19) Federal Income Taxation of Benefits Paid.  Existing Federal income tax laws
do not  require  you to report as income  the  portion  of the  annual  Employer
contribution allocated to your account. However, when the Plan later distributes
your account  balance to you, such as upon your  retirement,  you must report as
income the Plan  distributions you receive.  The Federal tax laws may permit you
to report a Plan distribution under a special averaging provision.  Also, it may
be possible for you to defer Federal income taxation of a distribution by making
a "rollover" contribution to your own rollover individual retirement account.

Mandatory income tax withholding  rules apply to some  distributions  you do not
rollover directly to an individual retirement account or to another plan. At the
time you  receive  a  distribution,  you also will  receive a notice  discussing
withholding  requirement  and the options  available  to you. We  emphasize  you
should  consult  your own tax  adviser  with  respect  to the  proper  method of
reporting any distribution you receive from the Plan.

(20)  Participant  Loans.  This Plan  does not make  loans to  participants  and
beneficiaries.

(21) Participant Direction of Investment.  The Plan permits every participant to
direct the  investment of his account  balance under the plan. For this purpose,
the Advisory  Committee  upon your  request,  will provide you a form for making
your investment  direction.  The investment  direction  explains your investment
direction  options and  explains  the  frequency  with which you may change your
investment  direction.  The Trustee will invest your account  balance  under the
Plan in  accordance  with your written  direction.  To the extent you direct the
investment of your account  balance under the Plan,  ERISA  relieves the Trustee
from liability for any loss resulting from your direction of investment.

                          * * * * * * * * * * * * * * *
ACKNOWLEDGEMENT OF RECEIPT OF

                         SUMMARY PLAN DESCRIPTION OF THE

Alamogordo  Federal  Savings & Loan  Association  401(k) Profit Sharing Plan and
Trust

     I hereby  acknowledge  receipt of a copy of the  Summary  Plan  Description
("SPD") on the above  plan.  I received a copy of the SPD on the date  indicated
below.

Dated:

                                                Participant's Name - Printed

                                                Signature of Participant
EXHIBIT 4.3

                  ALAMOGORDO FEDERAL SAVINGS & LOAN ASSOCIATION
                           401(k) PROFIT SHARING PLAN

PERSONAL INFORMATION:  (print or type)

--------------------------------------------------------------------------------
Last Name                              First Name                           M.I.

--------------------------------------------------------------------------------
Social Security #                     Date of Birth                 Date of Hire

SALARY REDUCTION AGREEMENT:  (choose one)

|_|      I hereby elect to participate in the 401(k) salary  reduction option of
         the Plan and authorize the Employer to withhold:

                                   % of my compensation
                  ----------------

                        OR

               $                   per pay period
                  ----------------

|_|      I do not wish to participate in the 401(k) option.

I understand  that I may change the amount of my deferral as of the first day of
any month during the Plan Year.

I also  understand  that I may revoke  this  election as of the first day of any
month.  Once  revoked,  you may file a new salary  reduction  agreement  with an
effective date no earlier than any subsequent January 1 and July 1.

The Employer  will  contribute  to the Plan an amount of matching  contributions
determined  by the Employer at it's  discretion.  The Employer may choose not to
make matching contributions for a particular plan year.

INVESTMENT ELECTIONS:
I  hereby  elect  to have my  account  under  the Plan  invested  among  the six
investment funds as follows: (The minimum percentage for any fund is 10% and the
total must equal 100%)
                                                                   INVESTMENT
   FUND NAME                               FUND TYPE                PERCENTAGE
   ---------                               ---------                ----------
1.  Wells Fargo Cash Investment Fund        Money Market Fund                  %
2.  Wells Fargo Diversified Bond Fund       Fixed Income Fund                  %
3.  Wells Fargo Growth Balanced Fund        Balanced Fund                      %
4.  Wells Fargo Diversified Equity Fund     Stock Fund                         %
5.  Wells Fargo Growth Equity Fund          Stock Fund                         %
6.  Employer Stock Fund                     Stock Fund                         %
                                                    TOTAL (must equal)      100%

This investment election will affect the following category(ies) of monies:

|_|  1. Current and future funds.  This will change my current  account  balance
     and new contributions.

|_|  2. Current funds only. This will change my current account balance and will
     not affect new contributions.

|_|  3. Future funds only.  This will change my new  contributions  and will not
     affect my current balance.

|_|  4. Maintain my position in the Employer Stock Fund and change my investment
     elections and/or account balances as directed above.

I  understand  that if this form is not  returned,  my account  balance  will be
invested in the Wells Fargo Cash Investment  Fund, the most  conservative of the
above listed mutual funds.  I also  understand  that I may change the percentage
invested in any of the funds as of January 1st,  April 1st, July 1st and October
1st of each year.

AUTHORIZATION:

------------------------------------          ----------------------------------
Employee's Signature                           Date                  Plan
Administrator's Signature
Date
Exhibit 5

September 5, 2000                                                 (202) 274-2000

Board of Directors
Alamogordo Financial Corporation
500 10th Street
Alamogordo, New Mexico 88310

                  Re:      Alamogordo Federal Savings & Loan Association 401(k)
                           Profit Sharing Plan and Trust
                           Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection with the  registration of  participation  interests in the Alamogordo
Federal  Savings & Loan  Association  401(k) Profit  Sharing Plan and Trust (the
"Plan"). We have reviewed the Alamogordo Financial Corporation's (the "Company")
Charter,  the Plan, the Registration  Statement on Form S-8 (the "Form S-8"), as
well as applicable statutes and regulations governing the Company.

         Based on the foregoing, we are of the following opinion:

         Upon the effectiveness of the Form S-8, the participation  interests in
the Plan will legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                Very truly yours,

                                /s/ LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.

                                LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
                                A Professional Corporation
Exhibit 23.2

               [Accounting & Consulting Group, L.L.P. Letterhead]

                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CONSENT

     We hereby  consent  to the use in the  Registration  Statement  on Form S-8
(filed with the Securities  and Exchange  Commission) of our report dated August
18, 1999 on the financial  statements of Alamagordo  Financial  Corporation  and
subsidiary for the year ended June 30, 1999 which are incorporated by reference.

     We  also  consent  to the  reference  to us  under  the  heading  "Experts"
appearing in the Registration Statement.

/s/ Accounting Consulting Group, L.L.P.

Alammogordo, New Mexico
August 31, 2000