Registration No. 333-______

      As filed with the Securities and Exchange Commission on July 21, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                             Northwest Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Pennsylvania                                   23-2900888
(State or Other Jurisdiction of            (I.R.S. Employer Identification  No.)
Incorporation or Organization)

                        Liberty Street and Second Avenue
                           Warren, Pennsylvania 16365
                    (Address of Principal Executive Offices)

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


                        Northwest Retirement Savings Plan
                            (Full Title of the Plan)


                                 Copies to:
            John O. Hanna                      Beverly J. White, Esquire
President and Chief Executive Officer         Kenneth R. Lehman, Esquire
       Northwest Bancorp, Inc.        Luse Lehman Gorman Pomerenk & Schick, P.C.
  Liberty Street and Second Avenue       5335 Wisconsin Ave., N.W., Suite 400
     Warren, Pennsylvania 16365                 Washington, D.C.  20015
           (814) 726-2140                           (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

<S>                                 <C>                  <C>                       <C>                      <C>
         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

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

</TABLE>

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

(1)  Represents an indeterminate number of interests in the Northwest Retirement
     Savings Plan (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.  ss.
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  Northwest  Retirement
Savings Plan (the "Plan"). Documents containing the information required by Part
I of this  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 the  Northwest  Bancorp,  Inc. (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 a 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  Securities and
Exchange   Commission  (the  "SEC")  are   incorporated  by  reference  in  this
Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
         June 30, 1999 (File No. 0- 23817) filed with the SEC on  September  28,
         1999 and pursuant to Rule 3a-1 of the Exchange Act.

         b) The Company's  Quarterly Reports on Form 10-Q for the quarters ended
         September  30, 1999,  December  31, 1999,  and March 31, 2000 (File No.
         0-23817)  filed with the SEC on November 15,  1999,  February 14, 2000,
         and May 15, 2000, respectively.

         c) The  description of the Common Stock  contained in the  Registration
         Statement on Form S-4 (Commission File No. 333-31687), originally filed
         by the Company  with the SEC under the  Securities  Act of 1933 on July
         21, 1997.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.



                                                         3

<PAGE>



Item 6.  Indemnification of Directors and Officers

                  Article  VI  of  the  Registrant's   Bylaws  provide  for  the
following indemnification for Directors and Officers.

                  6.1 Third Party Actions.  The Corporation  shall indemnify any
         person who was or is a party,  or is threatened to be made a party,  to
         any  threatened,  pending or completed  action or  proceeding,  whether
         civil, criminal,  administrative or investigative (other than an action
         by or in the right of the  Corporation),  by reason of the fact that he
         is or  was a  director  or  officer  of the  Corporation,  or is or was
         serving  at the  request  of the  Corporation  as a  representative  of
         another domestic or foreign  corporation for profit or  not-for-profit,
         partnership, joint venture, trust or other enterprise, against expenses
         (including  attorney's  fees),  judgments,  fines and  amounts  paid in
         settlement  actually and reasonably  incurred by him in connection with
         the action or  proceeding  if he acted in good faith and in a manner he
         reasonably  believed to be in, or not opposed to, the best interests of
         the Corporation  and, with respect to any criminal  proceeding,  had no
         reasonable cause to believe his conduct was unlawful, provided that the
         Corporation shall not be liable for any amounts which may be due to any
         such person in connection with a settlement of any action or proceeding
         effected  without its prior written consent or any action or proceeding
         initiated  by any such person  (other than an action or  proceeding  to
         enforce rights to indemnification hereunder).

                  6.2 Derivative and Corporate  Actions.  The Corporation  shall
         indemnify any person who was or is a party, or is threatened to be made
         a party,  to any threatened,  pending or completed  action by or in the
         right of the  Corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the  Corporation
         or  is  or  was  serving  at  the  request  of  the  Corporation  as  a
         representative of another domestic or foreign corporation for profit or
         not-for-profit,  partnership, joint venture, trust or other enterprise,
         against  expenses  (including  attorney's fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement  of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed  to, the best  interests  of the  Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in  connection  with a settlement  of any
         action  or  proceeding  affected  without  its prior  written  consent.
         Indemnification  shall not be made under this Section 6.2 in respect of
         any claim,  issue or matter as to which the person has been adjudged to
         be liable to the  Corporation  unless and only to the  extent  that the
         court of common pleas of the judicial district  embracing the county in
         which the registered  office of the Corporation is located or the court
         in which the action  was  brought  determines  upon  application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity  for the expenses  that the court of common pleas or other
         court deems proper.

                  6.3   Mandatory   Indemnification.   To  the  extent   that  a
         representative  of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified  against expenses  (including  attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
         a court, any indemnification  under Section 6.1 or Section 6.2 shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:



                                                         4

<PAGE>



               (1) by the  Board of  Directors  by a  majority  vote of a quorum
          consisting  of  directors  who  were  not  parties  to the  action  or
          proceeding;

               (2) if such a quorum is not  obtainable,  or if obtainable  and a
          majority vote of a quorum of  disinterested  directors so directs,  by
          independent legal counsel in a written opinion; or

               (3) by the stockholders.

                  6.5 Advancing Expenses.  Expenses (including  attorneys' fees)
         incurred  in  defending  any action or  proceeding  referred to in this
         Article  VI shall be paid by the  Corporation  in  advance of the final
         disposition of the action or proceeding  upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately  determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

                  6.6  Insurance.  The  Corporation  shall  have  the  power  to
         purchase and maintain insurance on behalf of any person who is or was a
         representative  of the  Corporation or is or was serving at the request
         of the Corporation as a  representative  of another domestic or foreign
         corporation for profit or not-for-profit,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  that  liability  under the  provisions  of this
         Article VI.

                  6.7  Modification.  The duties of the Corporation to indemnify
         and to advance  expenses  to a director  or  officer  provided  in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person,  and no  amendment or repeal of any  provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim  based on an act or failure  to act which  took place  prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

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  Northwest Retirement Savings Plan and Adoption Agreement.

          4.2  Summary Plan  Description  for the Northwest  Retirement  Savings
               Plan.

          4.3  Form  of  Investment  Election  to  be  made  available  to  Plan
               Participants  with respect to the  investment  of their  accounts
               under the Plan.

          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 KPMG LLP.



                                                         5

<PAGE>



          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 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 Warren,  Commonwealth of Pennsylvania,  on this
21st day of July, 2000.

                                                 NORTHWEST BANCORP, INC.


                                           By:   /s/ John O. Hanna
                                                 _______________________________
                                                 John O. Hanna, President and
                                                   Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  Directors  of  Northwest  Bancorp,  Inc.,  hereby
severally constitute and appoint John O. Hanna, with full power of substitution,
our true and lawful attorney and agent, to do any and all things in our names in
the  capacity  indicated  below which said John O. Hanna may deem  necessary  or
advisable to enable  Northwest  Bancorp,  Inc. to comply with  Securities Act of
1933, as amended, and any rules,  regulations and requirements of the Securities
and Exchange  Commission,  in connection with the  registration of participation
interests in the Northwest Retirement Savings Plan, 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 ratify
and  confirm  all that said John O. Hanna 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.



By: /s/ John O. Hanna                     By: /s/ William J. Wagner
    ______________________________           ________________________________
  John O. Hanna, President, Chief            William J. Wagner, Executive Vice
     Executive Officer and Director    President, Chief Financial Officer, Chief
  (Principal Executive Officer)              Operating Officer and Director
                                           (Principal Financial and Accounting
                                                        Officer)

Date: July 21,2000                       Date:  July 21,2000




By: /s/ Richard L. Carr                   By: /s/ Thomas K. Creal, III
    ____________________________             _________________________________
    Richard L. Carr, Director                Thomas K. Creal, III, Director


Date: July 21, 2000                       Date:  July 21,2000






<PAGE>






By: /s/ John J. Doyle                     By: /s/ Robert G. Ferrier
    _____________________________            _________________________________
    John J. Doyle, Director                  Robert G. Ferrier,  Director

Date: July 21, 2000                       Date: July 21, 2000





By: /s/ Richard E. McDowell               By: /s/ Joseph T. Stadler
    ______________________________           __________________________________
    Richard E. McDowell, Director            Joseph T. Stadler, Director

Date: July 21, 2000                       Date: July 21, 2000




By: /s/ Walter J. Yahn                    By: /s/ John M. Bauer
    ______________________________           _________________________________
    Walter J. Yahn, Director                 John M. Bauer, Director

Date: July 21, 2000                        Date: July 21, 2000





<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 Warren,  Commonwealth of
Pennsylvania, on July 21, 2000.

                                             NORTHWEST RETIREMENT SAVINGS PLAN




                                     By:      /s/ Robert G. Norton
                                              __________________________________
                                              Robert G. Norton
                                              Plan Administrator


<PAGE>

                                                   EXHIBIT INDEX


Exhibit Number                      Description

     4.1  Northwest Retirement Savings Plan and Adoption Agreement.

     4.2  Summary Plan Description for the Northwest Retirement Savings Plan.

     4.3  Form of Investment  Election to be made available to Plan Participants
          with respect to the investment of their accounts under the Plan.

     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 KPMG LLP.

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


<PAGE>


                                                                     EXHIBIT 4.1




                     REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST

                                  Sponsored By


                           BOETGER & ASSOCIATES, INC.




                             BASIC PLAN DOCUMENT #R1




















                                                                   FEBRUARY 1993




Copyright 1993 THE McKAY HOCHMAN COMPANY, INC.


<PAGE>


THIS DOCUMENT IS COPYRIGHTED  UNDER THE LAWS OF THE UNITED STATES.  UNAUTHORIZED
USE,  DUPLICATION OR  REPRODUCTION,  INCLUDING THE USE OF ELECTRONIC  MEANS,  IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

                                                TABLE OF CONTENTS



   PARAGRAPH                                                                PAGE
   ---------                                                                ----

                                                    ARTICLE I
                                                   DEFINITIONS



1.1               Actual Deferral Percentage                                   1
1.2               Adoption Agreement                                           1
1.3               Aggregate Limit                                              1
1.4               Annual Additions                                             2
1.5               Annuity Starting Date                                        2
1.6               Applicable Calendar Year                                     2
1.7               Applicable Life Expectancy                                   2
1.8               Average Contribution Percentage (ACP)                        2
1.9               Average Deferral Percentage (ADP)                            2
1.10              Break In Service                                             3
1.11              Code                                                         3
1.12              Compensation                                                 3
1.13              Contribution Percentage                                      4
1.14              Defined Benefit Plan                                         5
1.15              Defined Benefit (Plan) Fraction                              5
1.16              Defined Contribution Dollar Limitation                       5
1.17              Defined Contribution Plan                                    5
1.18              Defined Contribution (Plan) Fraction                         5
1.19              Designated Beneficiary                                       6
1.20              Disability                                                   6
1.21              Distribution Calendar Year                                   6
1.22              Early Retirement Age                                         6
1.23              Earned Income                                                6
1.24              Effective Date                                               6
1.25              Election Period                                              6
1.26              Elective Deferral                                            6
1.27              Eligible Participant                                         7
1.28              Employee                                                     7
1.29              Employer                                                     7
1.30              Entry Date                                                   7
1.31              Excess Aggregate Contributions                               7
1.32              Excess Amount                                                7
1.33              Excess Contribution                                          8
1.34              Excess Elective Deferrals                                    8
1.35              Family Member                                                8
1.36              First Distribution Calendar Year                             8
1.37              Fund                                                         8
1.38              Hardship                                                     8
1.39              Highest Average Compensation                                 8
1.40              Highly Compensated Employee                                  8


<PAGE>



1.41              Hour Of Service                                              9
1.42              Key Employee                                                10
1.43              Leased Employee                                             10
1.44              Limitation Year                                             10
1.45              Master Or Prototype Plan                                    10
1.46              Matching Contribution                                       10
1.47              Maximum Permissible Amount                                  10
1.48              Net Profit                                                  11
1.49              Normal Retirement Age                                       11
1.50              Owner-Employee                                              11
1.51              Paired Plans                                                11
1.52              Participant                                                 11
1.53              Participant's Benefit                                       11
1.54              Permissive Aggregation Group                                11
1.55              Plan                                                        11
1.56              Plan Administrator                                          11
1.57              Plan Year                                                   11
1.58              Present Value                                               11
1.59              Projected Annual Benefit                                    11
1.60              Qualified Deferred Compensation Plan                        12
1.61              Qualified Domestic Relations Order                          12
1.62              Qualified Early Retirement Age                              12
1.63              Qualified Joint And Survivor Annuity                        12
1.64              Qualified Matching Contribution                             12
1.65              Qualified Non-Elective Contributions                        12
1.66              Qualified Voluntary Contribution                            12
1.67              Regional Prototype Plan                                     12
1.68              Required Aggregation Group                                  13
1.69              Required Beginning Date                                     13
1.70              Rollover Contribution                                       13
1.71              Salary Savings Agreement                                    13
1.72              Self-Employed Individual                                    13
1.73              Service                                                     13
1.74              Shareholder Employee                                        13
1.75              Simplified Employee Pension Plan                            13
1.76              Sponsor                                                     13
1.77              Spouse (Surviving Spouse)                                   14
1.78              Super Top-Heavy Plan                                        14
1.79              Taxable Wage Base                                           14
1.80              Top-Heavy Determination Date                                14
1.81              Top-Heavy Plan                                              14
1.82              Top-Heavy Ratio                                             14
1.83              Top-Paid Group                                              15
1.84              Transfer Contribution                                       16
1.85              Trustee                                                     16
1.86              Valuation Date                                              16
1.87              Vested Account Balance                                      16
1.88              Voluntary Contribution                                      16
1.89              Welfare Benefit Fund                                        16
1.90              Year Of Service                                             17


<PAGE>


                                               ARTICLE II
                                        ELIGIBILITY REQUIREMENTS

2.1               Participation                                               18
2.2               Change In Classification Of Employment                      18
2.3               Computation Period                                          18
2.4               Employment Rights                                           18
2.5               Service With Controlled Groups                              18
2.6               Owner-Employees                                             18
2.7               Leased Employees                                            19
2.8               Thrift Plans                                                19


                                               ARTICLE III
                                         EMPLOYER CONTRIBUTIONS

3.1               Amount                                                      20
3.2               Expenses And Fees                                           20
3.3               Responsibility For Contributions                            20
3.4               Return Of Contributions                                     20


                                               ARTICLE IV
                                         EMPLOYEE CONTRIBUTIONS

4.1               Voluntary Contributions                                     21
4.2               Qualified Voluntary Contributions                           21
4.3               Rollover Contribution                                       21
4.4               Transfer Contribution                                       22
4.5               Employer Approval Of Transfer Contributions                 22
4.6               Elective Deferrals                                          22
4.7               Required Voluntary Contributions                            23
4.8               Direct Rollover Of Benefits                                 23


                                                ARTICLE V
                                          PARTICIPANT ACCOUNTS

5.1               Separate Accounts                                           24
5.2               Adjustments To Participant Accounts                         24
5.3               Allocating Employer Contributions                           25
5.4               Allocating Investment Earnings And Losses                   25
5.5               Participant Statements                                      25


                                               ARTICLE VI
                                  RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1               Normal Retirement Benefits                                  26
6.2               Early Retirement Benefits                                   26
6.3               Benefits On Termination Of Employment                       26
6.4               Restrictions On Immediate Distributions                     27
6.5               Normal Form Of Payment                                      28
6.6               Commencement Of Benefits                                    28
6.7               Claims Procedures                                           29
6.8               In-Service Withdrawals                                      29
6.9               Hardship Withdrawal                                         30

<PAGE>

                                               ARTICLE VII
                                        DISTRIBUTION REQUIREMENTS

7.1               Joint And Survivor Annuity Requirements                     32
7.2               Minimum Distribution Requirements                           32
7.3               Limits On Distribution Periods                              32
7.4               Required Distributions On Or After The
                  Required Beginning Date                                     32
7.5               Required Beginning Date                                     33
7.6               Transitional Rule                                           34
7.7               Designation Of Beneficiary For Death Benefit                35
7.8               Nonexistence Of Beneficiary                                 35
7.9               Distribution Beginning Before Death                         35
7.10              Distribution Beginning After Death                          35
7.11              Distribution Of Excess Elective Deferrals                   36
7.12              Distributions Of Excess Contributions                       37
7.13              Distribution Of Excess Aggregate Contributions              37


                                              ARTICLE VIII
                                 JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1               Applicability Of Provisions                                 39
8.2               Payment Of Qualified Joint And Survivor Annuity             39
8.3               Payment of Qualified Pre-Retirement Survivor Annuity        39
8.4               Qualified Election                                          39
8.5               Notice Requirements For Qualified
                  Joint And Survivor Annuity                                  40
8.6               Notice Requirements For Qualified
                  Pre-Retirement Survivor Annuity                             40
8.7               Special Safe-Harbor Exception
                  For Certain Profit-Sharing Plans                            40
8.8               Transitional Joint And Survivor Annuity Rules               41
8.9               Automatic Joint And Survivor Annuity
                  And Early Survivor Annuity                                  41
8.10              Annuity Contracts                                           42



                                            ARTICLE IX
                                              VESTING

9.1               Employee Contributions                                      43
9.2               Employer Contributions                                      43
9.3               Computation Period                                          43
9.4               Requalification Prior To Five Consecutive
                  One-Year Breaks In Service                                  43
9.5               Requalification After Five Consecutive
                  One-Year Breaks In Service                                  43
9.6               Calculating Vested Interest                                 43
9.7               Forfeitures                                                 44
9.8               Amendment Of Vesting Schedule                               44
9.9               Service With Controlled Groups                              44
9.10              Application Of Prior Vesting Rules                          44

<PAGE>

                                                ARTICLE X
                                     LIMITATIONS ON ALLOCATIONS AND
                                       ANTIDISCRIMINATION TESTING

10.1              Participation In This Plan Only                             45
10.2              Disposition Of Excess Annual Additions                      45
10.3              Participation In This Plan And Another
                   Regional Prototype Defined Contribution
                   Plan, Welfare Benefit Fund, Or Individual
                   Medical Account Maintained By The Employer                 46
10.4              Disposition Of Excess Annual Additions Under Two Plans      46
10.5              Participation In This Plan And Another Defined
                   Contribution Plan Plan Which Is Not A
                   Regional Prototype Plan                                    47
10.6              Participation In This Plan And A Defined Benefit Plan       47
10.7              Limitations On Allocations                                  47
10.8              Average Deferral Percentage (ADP) Test                      47
10.9              Special Rules Relating To Application Of ADP Test           48
10.10             Recharacterization                                          48
10.11             Average Contribution Percentage (ACP) Test                  49
10.12             Special Rules Relating To Application Of ACP Test           49


                                               ARTICLE XI
                                             ADMINISTRATION

11.1              Plan Administrator                                          51
11.2              Trustee                                                     51
11.3              Administrative Fees And Expenses                            52
11.4              Division Of Duties And Indemnification                      52



                                               ARTICLE XII
                                           TRUST FUND ACCOUNT

12.1              The Fund                                                    54
12.2              Control Of Plan Assets                                      54
12.3              Exclusive Benefit Rules                                     54
12.4              Assignment And Alienation Of Benefits                       54
12.5              Determination Of Qualified Domestic
                  Relations Order (QDRO)                                      54


                                              ARTICLE XIII
                                               INVESTMENTS

13.1              Fiduciary Standards                                         56
13.2              Trustee Appointment                                         56
13.3              Investment Alternatives Of The Trustee                      56
13.4              Participant Loans                                           57
13.5              Insurance Policies                                          58
13.6              Employer Investment Direction                               59
13.7              Employee Investment Direction                               60

<PAGE>

                                               ARTICLE XIV
                                          TOP-HEAVY PROVISIONS

14.1              Applicability Of Rules                                      61
14.2              Minimum Contribution                                        61
14.3              Minimum Vesting                                             61


                                               ARTICLE XV
                                        AMENDMENT AND TERMINATION

15.1              Amendment By Sponsor                                        62
15.2              Amendment By Employer                                       62
15.3              Termination                                                 62
15.4              Qualification Of Employer's Plan                            63
15.5              Mergers And Consolidations                                  63
15.6              Resignation And Removal                                     63
15.7              Qualification Of Prototype                                  63


                                     ARTICLE XVI
                                     GOVERNING LAW                            64


                                     PART I
                         SECTION 401(a)(17) LIMITATION                        66


                                 MODEL AMENDMENT

                            Revenue Procedure 93-47                           67

<PAGE>



                     REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST

                                  Sponsored By

                           BOETGER & ASSOCIATES, INC.

The  Sponsor  hereby   establishes  the  following  Regional  Prototype  Defined
Contribution  Plan and  Trust  for use by those of its  adopting  Employers  who
qualify and wish to provide a qualified  retirement  program for its  Employees.
Any Plan and Trust Account  established  hereunder shall be administered for the
exclusive  benefit of Participants and their  beneficiaries  under the following
terms and conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1   Actual  Deferral  Percentage  The  ratio (expressed  as a  percentage  and
calculated separately for each Participant) of:

     (a)  the  amount of  Employer  contributions  [as  defined  at (c) and (d)]
          actually paid over to the Fund on behalf of such  Participant  for the
          Plan Year to

     (b)  the Participant's  Compensation for such Plan Year.  Compensation will
          only  include  amounts for the period  during  which the  Employee was
          eligible to participate.

Employer contributions on behalf of any Participant shall include:

     (c)  any Elective  Deferrals  made pursuant to the  Participant's  deferral
          election,  including Excess Elective Deferrals, but excluding Elective
          Deferrals that are taken into account in the  Contribution  Percentage
          test  (provided  the ADP  test is  satisfied  both  with  and  without
          exclusion  of these  Elective  Deferrals)  or are  returned  as excess
          Annual Additions; and

     (d)  at the election of the Employer,  Qualified Non-Elective Contributions
          and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages,  an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated as
a Participant on whose behalf no Elective Deferrals are made.

1.2  Adoption  Agreement The document attached to this Plan by which an Employer
elects to  establish a qualified  retirement  plan and trust  account  under the
terms of this Regional Prototype Defined Contribution Plan and Trust.

1.3      Aggregate Limit  The sum of:

     (a)  125  percent of the greater of the ADP of the  non-Highly  Compensated
          Employees  for the  Plan  Year or the  ACP of  non-Highly  Compensated
          Employees  under the Plan subject to Code Section  401(m) for the Plan
          Year  beginning  with or within the Plan Year of the cash or  deferred
          arrangement  as  described  in Code  Section  401(k)  or Code  Section
          402(h)(1)(B) and

<PAGE>

     (b)  the lesser of 200% or two plus the lesser of such ADP or ACP.

Alternatively,  the Aggregate  Limit may be expressed by  substituting  the word
"lesser"  for  the  word  "greater"  where  it  appears  in the  first  line  of
sub-paragraph  (a) and  substituting  the word  "greater"  for the word "lesser"
where it appears for the second time in the first line of sub-paragraph (b).

1.4  Annual   Additions  The  sum  of  the  following   amounts  credited  to  a
Participant's account for the Limitation Year:

         (a)      Employer Contributions,

         (b)      Employee Contributions (under Article IV),

         (c)      forfeitures, and

         (d)      amounts  allocated  after  March  31,  1984  to an  individual
                  medical account,  as defined in Code Section 415(l)(2),  which
                  is  part  of a  pension  or  annuity  plan  maintained  by the
                  Employer  (these amounts are treated as Annual  Additions to a
                  Defined  Contribution  Plan  though they arise under a Defined
                  Benefit Plan), and

         (e)      amounts derived from contributions paid or accrued after 1985,
                  in  taxable   years  ending  after  1985,   which  are  either
                  attributable to post-retirement medical benefits, allocated to
                  the  account  of a Key  Employee,  or a Welfare  Benefit  Fund
                  maintained   by  the  Employer  are  also  treated  as  Annual
                  Additions to a Defined Contribution Plan. For purposes of this
                  paragraph,  an Employee  is a Key  Employee if he or she meets
                  the requirements of paragraph 1.42 at any time during the Plan
                  Year or any  preceding  Plan  Year.  Welfare  Benefit  Fund is
                  defined at paragraph 1.89.

Excess amounts  applied in a Limitation  Year to reduce  Employer  contributions
will be considered  Annual Additions for such Limitation  Year,  pursuant to the
provisions of Article X.

1.5  Annuity Starting Date The first day of the first period for which an amount
is paid as an annuity or in any other form.

1.6  Applicable  Calendar Year The first Distribution  Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year. If
payments  commence in  accordance  with  paragraph  7.4(e)  before the  Required
Beginning Date, the Applicable Calendar Year is the year such payments commence.
If  distribution  is in the form of an  immediate  annuity  purchased  after the
Participant's death with the Participant's  remaining  interest,  the Applicable
Calendar Year is the year of purchase.

1.7  Applicable  Life  Expectancy  Used  in  determining  the  required  minimum
distribution.  The life  expectancy  (or  joint  and last  survivor  expectancy)
calculated using the attained age of the Participant (or Designated Beneficiary)
as of the Participant's (or Designated Beneficiary's) birthday in the applicable
calendar  year reduced by one for each calendar year which has elapsed since the
date  life  expectancy  was  first  calculated.  If  life  expectancy  is  being
recalculated,  the Applicable Life Expectancy shall be the life expectancy as so
recalculated.  The  life  expectancy  of a  non-Spouse  Beneficiary  may  not be
recalculated.

1.8 Average Contribution Percentage (ACP) The average of the Actual Contribution
Percentages  for  each  Highly  Compensated  Employee  and for  each  non-Highly
Compensated Employee.


<PAGE>


1.9 Average  Deferral  Percentage  (ADP) The average of the Percentages for each
Highly Compensated Employee and for each non-Highly Compensated Employee.

1.10 Break In Service A  12-consecutive  month  period  during which an Employee
fails to complete more than 500 Hours of Service.

1.11 Code The Internal Revenue Code of 1986, including any amendments.

1.12 Compensation The Employer may select one of the following three safe-harbor
definitions of Compensation in the Adoption  Agreement.  Compensation shall only
include  amounts  earned  while a  Participant  if Plan  Year is  chosen  as the
applicable computation period.

     (a)  Code Section  3401(a) Wages.  Compensation  is defined as wages within
          the meaning of Code Section 3401(a) for the purposes of Federal income
          tax  withholding  at the source but  determined  without regard to any
          rules  that  limit the  remuneration  included  in wages  based on the
          nature or location of the employment or the services  performed  [such
          as the exception for agricultural labor in Code Section 3401(a)(2)].

     (b)  Code Section 6041 and 6051 Wages.  Compensation is defined as wages as
          defined in Code Section 3401(a) and all other payments of Compensation
          to an Employee by the Employer (in the course of the Employer's  trade
          or  business)  for which the  Employer  is  required  to  furnish  the
          Employee  a  written   statement   under  Code  Section   6041(d)  and
          6051(a)(3).  Compensation  must be  determined  without  regard to any
          rules under Code Section 3401(a) that limit the remuneration  included
          in wages  based on the nature or  location  of the  employment  or the
          services  performed [such as the exception for  agricultural  labor in
          Code Section 3401(a)(2)].

     (c)  Code   Section  415   Compensation.   For  purposes  of  applying  the
          limitations  of Article X and Top-Heavy  Minimums,  the  definition of
          Compensation  shall  be  Code  Section  415  Compensation  defined  as
          follows: a Participant's Earned Income, wages,  salaries, and fees for
          professional  services and other amounts  received  (without regard to
          whether  or not an  amount  is paid in  cash)  for  personal  services
          actually  rendered  in the  course  of  employment  with the  Employer
          maintaining  the Plan to the extent that the amounts are includable in
          gross  income  [including,   but  not  limited  to,  commissions  paid
          salesmen,  Compensation  for services on the basis of a percentage  of
          profits,  commissions on insurance  premiums,  tips,  bonuses,  fringe
          benefits  and  reimbursements  or  other  expense  allowances  under a
          nonaccountable  plan  (as  described  in  Regulation  1.62-2(c)],  and
          excluding the following:

          1.   Employer  contributions to a plan of deferred  compensation which
               are not includable in the Employee's gross income for the taxable
               year in which  contributed,  or  Employer  contributions  under a
               Simplified Employee Pension Plan or any distributions from a plan
               of deferred compensation,

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

          3.   Amounts realized from the sale,  exchange or other disposition of
               stock acquired under a qualified stock option; and

<PAGE>


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

For purposes of applying the  limitations  of Article X and Top-Heavy  Minimums,
the definition of Compensation shall be Code Section 415 Compensation  described
in this paragraph  1.12(c).  Also,  for purposes of applying the  limitations of
Article X, Compensation for a Limitation Year is the Compensation  actually paid
or made available  during such Limitation  Year.  Notwithstanding  the preceding
sentence,  Compensation for a Participant in a defined  contribution plan who is
permanently  and totally  disabled [as defined in Code Section  22(e)(3)] is the
Compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of Compensation  paid  immediately  before
becoming  permanently and totally  disabled.  Such imputed  Compensation for the
disabled  Participant may be taken into account only if the Participant is not a
Highly   Compensated   Employee  [as  defined  in  Code   Section   414(q)]  and
contributions made on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the applicable  period in the Adoption  Agreement,
the Plan Year shall be used.  Unless otherwise  specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in Code Section
3401(a) [as defined in this  paragraph  1.12(a)].  In  nonstandardized  Adoption
Agreements  004,  005 and 006,  the  Employer may choose to eliminate or exclude
categories of Compensation  which do not violate the provisions of Code Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning  with 1989 Plan Years,  the annual  Compensation  of each  Participant
which may be taken into account for determining all benefits  provided under the
Plan  (including  benefits  under  Article  XIV) for any year  shall not  exceed
$200,000, as adjusted under Code Section 415(d). In determining the Compensation
of a  Participant  for  purposes of this  limitation,  the rules of Code Section
414(q)(6)  shall apply,  except in applying such rules,  the term "family" shall
include only the Spouse of the  Participant  and any lineal  descendants  of the
Participant who have not attained age 19 before the end of the Plan year. If, as
a result of the  application of such rules the adjusted  $200,000  limitation is
exceeded,  then (except for purposes of determining  the portion of Compensation
up to the integration level if this Plan provides for permitted disparity),  the
limitation  shall be prorated  among the affected  individuals  in proportion to
each such  individual's  Compensation as determined  under this section prior to
the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months,  then the
annual  Compensation limit for that period is an amount equal to the $200,000 as
adjusted  for the  calendar  year  in  which  the  Compensation  period  begins,
multiplied  by a fraction the numerator of which is the number of full months in
the Short Plan Year and the denominator of which is 12. If Compensation  for any
prior Plan Year is taken into account in determining an Employee's contributions
or  benefits  for the  current  year,  the  Compensation  for such prior year is
subject to the  applicable  annual  Compensation  limit in effect for that prior
year.  For this  purpose,  for years  beginning  before  January  1,  1990,  the
applicable annual Compensation limit is $200,000.

Compensation  shall not include deferred  Compensation  other than contributions
through a salary  reduction  agreement  to a cash or  deferred  plan  under Code
Section  401(k),   a  Simplified   Employee  Pension  Plan  under  Code  Section
402(h)(1)(B),  a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code  Section  403(b).  Unless  elected  otherwise  by the Employer in the
Adoption  Agreement,  these deferred  amounts will be considered as Compensation
for Plan purposes.  These deferred  amounts are not counted as Compensation  for
purposes of Articles X and XIV. When applicable to a  Self-Employed  Individual,
Compensation shall mean Earned Income.

<PAGE>


1.13 Contribution Percentage The ratio (expressed as a percentage and calculated
separately for each Participant) of:

     (a)  the  Participant's  Contribution  Percentage  Amounts  [as  defined at
          (c)-(f)] for the Plan Year, to

     (b)  the  Participant's  Compensation for the Plan Year.  Compensation will
          only  include  amounts for the period  during  which the  Employee was
          eligible to participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

     (c)  the   amount   of   Employee   Voluntary    Contributions,    Matching
          Contributions, and Qualified Matching Contributions (to the extent not
          taken into  account for  purposes of the ADP test) made under the Plan
          on behalf of the Participant for the Plan Year,

     (d)  forfeitures   of   Excess   Aggregate    Contributions   or   Matching
          Contributions  allocated to the  Participant's  account which shall be
          taken into account in the year in which such forfeiture is allocated,

     (e)  at the election of the Employer, Qualified Non-Elective Contributions,
          and

     (f)  the  Employer  also  may  elect  to  use  Elective  Deferrals  in  the
          Contribution  Percentage Amounts so long as the ADP test is met before
          the Elective  Deferrals  are used in the ACP test and  continues to be
          met following the exclusion of those Elective  Deferrals that are used
          to meet the ACP test.

Contribution  Percentage  Amounts  shall  not  include  Matching  Contributions,
whether or not Qualified,  that are forfeited either to correct Excess Aggregate
Contributions,  or because  the  contributions  to which they  relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.14  Defined  Benefit  Plan A Plan  under  which  a  Participant's  benefit  is
determined  by a formula  contained in the Plan and no  individual  accounts are
maintained for Participants.

1.15 Defined Benefit (Plan)  Fraction A fraction,  the numerator of which is the
sum of the Participant's Projected Annual Benefits under all the Defined Benefit
Plans  (whether  or  not  terminated)   maintained  by  the  Employer,  and  the
denominator  of which is the  lesser of 125  percent  of the  dollar  limitation
determined  for the  Limitation  Year under Code Sections  415(b) and (d) or 140
percent of the Highest Average  Compensation,  including any  adjustments  under
Code Section 415(b).

Notwithstanding  the above, if the Participant was a Participant as of the first
day of the first  Limitation  Year beginning  after December 31, 1986, in one or
more Defined Benefit Plans maintained by the Employer which were in existence on
May 6, 1986, the  denominator of this fraction will not be less than 125 percent
of the sum of the annual  benefits  under such plans which the  Participant  had
accrued as of the close of the last Limitation Year beginning  before January 1,
1987, disregarding any changes in the terms and conditions of the plan after May
5, 1986.  The  preceding  sentence  applies  only if the Defined  Benefit  Plans
individually and in the aggregate  satisfied the requirements of Section 415 for
all Limitation Years beginning before January 1, 1987.

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


<PAGE>


1.17  Defined  Contribution  Plan A Plan under  which  individual  accounts  are
maintained  for  each  Participant  to  which  all  contributions,  forfeitures,
investment income and gains or losses, and expenses are credited or deducted.  A
Participant's  benefit  under such Plan is based solely on the fair market value
of his or her account balance.

1.18 Defined Contribution (Plan) Fraction A Fraction,  the numerator of which is
the sum of the  Annual  Additions  to the  Participant's  account  under all the
Defined  Contribution  Plans  (whether  or  not  terminated)  maintained  by the
Employer for the current and all prior  Limitation  Years  (including the Annual
Additions attributable to the Participant's nondeductible Employee contributions
to all Defined  Benefit  Plans,  whether or not  terminated,  maintained  by the
Employer, and the Annual Additions attributable to all Welfare Benefit Funds, as
defined in paragraph 1.89 and individual  medical  accounts,  as defined in Code
Section 415(1)(2),  maintained by the Employer), and the denominator of which is
the  sum of the  maximum  aggregate  amounts  for  the  current  and  all  prior
Limitation  Years of service with the Employer  (regardless of whether a Defined
Contribution Plan was maintained by the Employer).  The maximum aggregate amount
in the  Limitation  Year is the lesser of 125  percent of the dollar  limitation
determined  under  Code  Sections  415(b) and (d) in effect  under Code  Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

If the  Employee was a  Participant  as of the end of the first day of the first
Limitation  Year  beginning  after  December  31,  1986,  in one or more Defined
Contribution  Plans maintained by the Employer which were in existence on May 6,
1986,  the  numerator  of  this  fraction  will be  adjusted  if the sum of this
fraction and the Defined Benefit  Fraction would otherwise  exceed 1.0 under the
terms of this Plan. Under the adjustment,  an amount equal to the product of (a)
the excess of the sum of the  fractions  over 1.0 times (b) the  denominator  of
this  fraction  will  be  permanently  subtracted  from  the  numerator  of this
fraction.  The  adjustment  is  calculated  using the fractions as they would be
computed as of the end of the last Limitation  Year beginning  before January 1,
1987, and  disregarding any changes in the terms and conditions of the Plan made
after May 6, 1986, but using the Section 415 limitation  applicable to the first
Limitation  Year beginning on or after January 1, 1987. The Annual  Addition for
any Limitation Year beginning  before January 1, 1987,  shall not be re-computed
to treat all Employee Contributions as Annual Additions.

1.19 Designated  Beneficiary The individual who is designated as the beneficiary
under the Plan in accordance  with Code Section  401(a)(9)  and the  regulations
thereunder.

1.20 Disability An illness or injury of a potentially permanent nature, expected
to last for a  continuous  period of not less  than 12  months,  certified  by a
physician  selected  by or  satisfactory  to the  Employer  which  prevents  the
Employee  from  engaging  in any  occupation  for wage or  profit  for which the
Employee is reasonably fitted by training, education or experience.

1.21 Distribution Calendar Year A calendar year for which a minimum distribution
is required.

1.22 Early Retirement Age The age set by the Employer in the Adoption  Agreement
(but not less than 55),  which is the  earliest age at which a  Participant  may
retire and receive his or her benefits under the Plan.

1.23 Earned  Income Net earnings from  self-employment  in the trade or business
with  respect to which the Plan is  established,  determined  without  regard to
items not included in gross income and the  deductions  allocable to such items,
provided   that   personal   services   of  the   individual   are  a   material
income-producing factor. Earned income shall be reduced by contributions made by
an Employer to a qualified plan to the extent deductible under Code Section 404.
For tax years beginning after 1989, net earnings shall be determined taking into
account the  deduction  for  one-half of  self-employment  taxes  allowed to the
Employer under Code Section 164(f) to the extent deductible.

<PAGE>


1.24  Effective  Date  The  date on  which  the  Employer's  retirement  plan or
amendment to such plan becomes effective.  For amendments  reflecting  statutory
and  regulatory  changes post Tax Reform Act of 1986, the Effective Date will be
the  earlier  of the date upon which such  amendment  is first  administratively
applied or the first day of the Plan Year following the date of adoption of such
amendment.

1.25  Election  Period The period which begins on the first day of the Plan Year
in  which  the  Participant  attains  age  35  and  ends  on  the  date  of  the
Participant's death. If a Participant  separates from Service prior to the first
day of the Plan Year in which age 35 is  attained,  the  Election  Period  shall
begin on the date of separation,  with respect to the account  balance as of the
date of separation.

1.26 Elective Deferral Employer  contributions  made to the Plan at the election
of the Participant, in lieu of cash Compensation.  Elective Deferrals shall also
include  contributions  made  pursuant to a Salary  Savings  Agreement  or other
deferral  mechanism,  such as a cash option  contribution.  With  respect to any
taxable  year,  a  Participant's  Elective  Deferral is the sum of all  Employer
contributions  made on behalf of such  Participant  pursuant  to an  election to
defer under any  qualified  cash or deferred  arrangement  as  described in Code
Section 401(k), any simplified employee pension cash or deferred  arrangement as
described in Code Section 402(h)(1)(B),  any eligible deferred compensation plan
under Code Section 457, any plan as described under Code Section 501(c)(18), and
any Employer  contributions made on the behalf of a Participant for the purchase
of an annuity  contract under Code Section  403(b)  pursuant to a Salary Savings
Agreement.   Elective   Deferrals  shall  not  include  any  deferrals  properly
distributed as Excess Annual Additions.

1.27  Eligible  Participant  Any  Employee  who is  eligible to make a Voluntary
Contribution,  or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive a
Matching   Contribution   (including   forfeitures)  or  a  Qualified   Matching
Contribution.  If a Voluntary Contribution or Elective Deferral is required as a
condition of  participation in the Plan, any Employee who would be a Participant
in the Plan if such  Employee  made such a  contribution  shall be treated as an
Eligible  Participant  even  though  no  Voluntary   Contributions  or  Elective
Deferrals are made.

1.28  Employee  Any person  employed by the  Employer  (including  Self-Employed
Individuals  and partners),  all Employees of a member of an affiliated  service
group [as defined in Code Section  414(m)],  Employees of a controlled  group of
corporations  [as  defined  in  Code  Section  414(b)],  all  Employees  of  any
incorporated or  unincorporated  trade or business which is under common control
[as  defined in Code  Section  414(c)],  Leased  Employees  [as  defined in Code
Section  414(n)] and any  Employee  required to be  aggregated  by Code  Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.29 Employer The Self-Employed  Individual,  partnership,  corporation or other
organization  which  adopts  this  Plan  including  any firm that  succeeds  the
Employer and adopting this Plan.  For purposes of Article X,  Limitations  shall
mean the Employer that adopts this Plan,  and all members of a controlled  group
of  corporations  [as defined in Code Section 414(b) as modified by Code Section
415(h)],  all  commonly  controlled  trades or  businesses  [as  defined in Code
Section 414(c) as modified by Code Section 415(h)] or affiliated  service groups
[as defined in Code Section  414(m)] of which the  adopting  Employer is a part,
and other  entities  required to be  aggregated  with the  Employer  pursuant to
Regulations under Code Section 414(o).

1.30 Entry Date The date on which an  Employee  commences  participation  in the
Plan as  determined  by the  Employer  in the  Adoption  Agreement.  Unless  the
Employer  specifies  otherwise  in the Adoption  Agreement,  Entry into the Plan
shall be on the first day of the Plan Year or the first day of the seventh month
of the Plan Year  coinciding  with or  following  the date on which an  Employee
meets the eligibility requirements.

1.31 Excess Aggregate  Contributions The excess,  with respect to any Plan Year,
     of:

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


<PAGE>

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

Such  determination  shall  be made  after  first  determining  Excess  Elective
Deferrals pursuant to paragraph 1.34 and then determining  Excess  Contributions
pursuant to paragraph 1.33.

1.32 Excess  Amount The excess of the  Participant's  Annual  Additions  for the
Limitation Year over the Maximum Permissible Amount.

1.33 Excess Contribution With respect to any Plan Year, the excess of:

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

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

1.34 Excess Elective Deferrals Those Elective Deferrals that are includable in a
Participant's  gross  income  under  Code  Section  402(g)  to the  extent  such
Participant's Elective Deferrals for a taxable year exceed the dollar limitation
under such Code Section.  Excess  Elective  Deferrals shall be treated as Annual
Additions under the Plan,  unless such amounts are distributed no later than the
first April 15 following the close of the Participant's taxable year.

1.35 Family Member The Employee's  Spouse, any lineal descendants and ascendants
and the Spouse of such lineal descendants and ascendants.

1.36 First  Distribution  Calendar Year For  distributions  beginning before the
Participant's  death, the First Distribution  Calendar Year is the calendar year
immediately  preceding  the  calendar  year  which  contains  the  Participant's
Required  Beginning Date. For  distributions  beginning after the  Participant's
death,  the  First  Distribution  Calendar  Year is the  calendar  year in which
distributions are required to begin pursuant to paragraph 7.10.

1.37 Fund All  contributions  received by the Trustee  under this Plan and Trust
Account, investments thereof and earnings and appreciation thereon.

1.38 Hardship An immediate and heavy  financial  need of the Employee where such
Employee lacks other available resources.

1.39  Highest  Average  Compensation  The  average  compensation  for the  three
consecutive  Years of  Service  with the  Employer  that  produces  the  highest
average. A Year of Service with the Employer is the 12-consecutive  month period
defined in the Adoption Agreement.

1.40 Highly  Compensated  Employee Any  Employee  who  performs  service for the
Employer during the determination year and who, during the immediate prior year:

     (a)  received  Compensation  from the  Employer  in excess of  $75,000  [as
          adjusted pursuant to Code Section 415(d)]; or

<PAGE>


     (b)  received  Compensation  from the  Employer  in excess of  $50,000  [as
          adjusted  pursuant  to Code  Section  415(d)]  and was a member of the
          Top-Paid Group for such year; or

     (c)  was an officer of the Employer and received  Compensation  during such
          year that is  greater  than 50 percent  of the  dollar  limitation  in
          effect under Code Section 415(b)(1)(A).

Notwithstanding  (a),  (b) and (c), an Employee  who was not Highly  Compensated
during the  preceding  Plan Year  shall not be  treated as a Highly  Compensated
Employee  with respect to the current Plan Year unless such Employee is a member
of the 100 Employees  paid the greatest  Compensation  during the year for which
such determination is being made.

     (d)  Employees  who are five  percent  (5%)  Owners at any time  during the
          immediate prior year or determination year.

Highly  Compensated  Employee includes Highly  Compensated  active Employees and
Highly Compensated former Employees.

For purposes of  determining  those  employees  that are to be treated as Highly
Compensated for a determination year, an Employer maintaining a fiscal year Plan
may elect to make the look-back year  calculation as defined in  ss.1.414(q)-1T,
Q&A 14(b) of the Treasury  Regulations for a determination  year on the basis of
the calendar year ending with or within the applicable  determination  year. For
purposes of this election, a determination year that is shorter than twelve (12)
months,  the look-back year calculation may be made based upon the calendar year
ending  with or  within  the  twelve-month  period  ending  with  the end of the
applicable  determination  year. Where such election is made, the employer shall
make its determination  year calculation  pursuant to the provisions of Treasury
Regulation ss.1.414(q)-1T, Q&A 14(b).

1.41     Hour Of Service

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

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

     (c)  Each hour for which back pay,  irrespective  of mitigation of damages,
          is either  awarded  or agreed to by the  Employer.  The same  Hours of
          Service  shall not be credited  both under  paragraph (a) or paragraph
          (b),  as the case may be, and under this  paragraph  (c).  These hours
          shall be  credited  to the  Employee  for the  computation  period  or
          periods  to which  the award or  agreement  pertains  rather  than the
          computation period in which the award, agreement or payment is made.


<PAGE>


     (d)  Hours of Service  shall be credited for  employment  with the Employer
          and with other members of an  affiliated  service group [as defined in
          Code Section  414(m)],  a controlled group of corporations [as defined
          in Code  Section  414(b)],  or a group of trades or  businesses  under
          common  control  [as  defined  in Code  Section  414(c)]  of which the
          adopting  Employer is a member,  and any other  entity  required to be
          aggregated  with the Employer  pursuant to Code Section 414(o) and the
          regulations  thereunder.  Hours of Service  shall also be credited for
          any individual  considered an Employee for purposes of this Plan under
          Code  Section  414(n)  or Code  Section  414(o)  and  the  regulations
          thereunder.

     (e)  Solely for  purposes of  determining  whether a Break in  Service,  as
          defined in paragraph 1.10, for  participation and vesting purposes has
          occurred in a computation  period,  an  individual  who is absent from
          work for maternity or paternity  reasons shall receive  credit for the
          Hours of Service  which  would  otherwise  have been  credited to such
          individual  but for such  absence,  or in any case in which such hours
          cannot be determined,  8 Hours of Service per day of such absence. For
          purposes of this  paragraph,  an absence  from work for  maternity  or
          paternity  reasons  means an absence by reason of the pregnancy of the
          individual,  by  reason  of a birth of a child of the  individual,  by
          reason of the  placement of a child with the  individual in connection
          with the adoption of such child by such individual, or for purposes of
          caring for such  child for a period  beginning  immediately  following
          such  birth or  placement.  The Hours of Service  credited  under this
          paragraph  shall be  credited in the  computation  period in which the
          absence  begins if the  crediting  is  necessary to prevent a Break in
          Service  in that  period,  or in all  other  cases,  in the  following
          computation period. No more than 501 hours will be credited under this
          paragraph.

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

1.42 Key Employee Any Employee or former Employee (and the beneficiaries of such
employee) who at any time during the determination  period was an officer of the
Employer  if such  individual's  annual  Compensation  exceeds 50% of the dollar
limitation under Code Section  415(b)(1)(A)  (the defined benefit maximum annual
benefit), an owner (or considered an owner under Code Section 318) of one of the
ten largest interests in the employer if such individual's  Compensation exceeds
100% of the dollar limitation under Code Section 415(c)(1)(A), a 5% owner of the
Employer,  or a 1% owner of the Employer who has an annual  Compensation of more
than  $150,000.  For  purposes  of  determining  who is a Key  Employee,  annual
Compensation  shall mean  Compensation  as defined for Article X, but  including
amounts deferred through a salary reduction agreement to a cash or deferred plan
under Code Section 401(k), a Simplified Employee Pension Plan under Code Section
408(k), a cafeteria plan under Code Section 125 or a tax-deferred  annuity under
Code Section 403(b).  The  determination  period is the Plan Year containing the
Determination  Date and the four preceding Plan Years. The  determination of who
is a Key Employee will be made in accordance with Code Section 416(i)(1) and the
regulations thereunder.

1.43 Leased  Employee Any person (other than an Employee of the recipient)  who,
pursuant to an agreement  between the recipient  and any other person  ("leasing
organization"),  has performed  services for the recipient [or for the recipient
and related persons  determined in accordance with Code Section  414(n)(6)] on a
substantially  full-time  basis  for a period  of at least  one  year,  and such
services are of a type historically performed by Employees in the business field
of the recipient Employer.


<PAGE>


1.44 Limitation Year The calendar year or such other 12-consecutive month period
designated by the Employer in the Adoption Agreement for purposes of determining
the maximum Annual  Addition to a  Participant's  account.  All qualified  plans
maintained by the Employer must use the same Limitation  Year. If the Limitation
Year is amended to a different  12-consecutive  month period, the new Limitation
Year must begin on a date within the  Limitation  Year in which the amendment is
made.

1.45  Master Or  Prototype  Plan A plan,  the form of which is the  subject of a
favorable opinion letter from the Internal Revenue Service.

1.46 Matching  Contribution An Employer  contribution  made to this or any other
defined  contribution  plan on behalf of a Participant on account of an Employee
Voluntary   Contribution  made  by  such   Participant,   or  on  account  of  a
Participant's Elective Deferral, under a Plan maintained by the Employer.

1.47  Maximum  Permissible  Amount  The  maximum  Annual  Addition  that  may be
contributed  or  allocated  to a  Participant's  account  under the plan for any
Limitation Year shall not exceed the lesser of:

         (a)      the Defined Contribution Dollar Limitation, or

         (b)      25% of the Participant's Compensation for the Limitation Year.

The  Compensation  limitation  referred  to  in  (b)  shall  not  apply  to  any
contribution  for medical benefits [within the meaning of Code Section 401(h) or
Code Section  419A(f)(2)] which is otherwise treated as an Annual Addition under
Code  Section  415(l)(1) or  419(d)(2).  If a short  Limitation  Year is created
because  of  an  amendment   changing  the   Limitation   Year  to  a  different
12-consecutive  month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the number of months in the
short Limitation Year divided by 12.

1.48 Net Profit The current and accumulated  operating  earnings of the Employer
before Federal and State income taxes,  excluding  nonrecurring or unusual items
of income, and before  contributions to this and any other qualified plan of the
Employer. Alternatively, the Employer may fix another definition in the Adoption
Agreement.

1.49  Normal  Retirement  Age  The  age,  set by the  Employer  in the  Adoption
Agreement,  at which a  Participant  may retire and receive his or her  benefits
under the Plan.

1.50  Owner-Employee  A sole  proprietor,  or a partner  owning more than 10% of
either the capital or profits interest of the partnership.

1.51 Paired Plans Two or more Plans maintained by the Sponsor designed so that a
single  or any  combination  of  Plans  adopted  by an  Employer  will  meet the
antidiscrimination  rules,  the contribution  and benefit  limitations,  and the
Top-Heavy provisions of the Code.

1.52  Participant Any Employee who has met the eligibility  requirements  and is
participating in the Plan.

1.53 Participant's  Benefit The account balance as of the last Valuation Date in
the  calendar  year  immediately   preceding  the  Distribution   Calendar  Year
(valuation  calendar  year)  increased  by the  amount of any  contributions  or
forfeitures  allocated to the account  balance as of the dates in the  valuation
calendar year after the valuation  date and decreased by  distributions  made in
the valuation calendar year after the Valuation Date. A special exception exists
for the second  distribution  Calendar Year. For purposes of this paragraph,  if
any portion of the minimum distribution for the First Distribution Calendar Year
is made in the  second  Distribution  Calendar  Year on or before  the  Required
Beginning  Date,  the  amount of the  minimum  distribution  made in the  second
distribution  calendar  year  shall be  treated  as if it had  been  made in the
immediately preceding Distribution Calendar Year.

<PAGE>


1.54 Permissive Aggregation Group Used for Top-Heavy testing purposes, it is the
Required Aggregation Group of plans plus any other plan or plans of the Employer
which,  when considered as a group with the Required  Aggregation  Group,  would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.55 Plan The Employer's qualified retirement plan as embodied herein and in the
Adoption Agreement.

1.56 Plan Administrator The Employer.

1.57 Plan Year The 12-consecutive month period designated by the Employer in the
Adoption Agreement.

1.58 Present  Value Used for Top-Heavy  test and  determination  purposes,  when
determining the Present Value of accrued  benefits,  with respect to any Defined
Benefit Plan  maintained by the Employer,  interest and mortality rates shall be
determined  in  accordance  with  the  provisions  of the  respective  plan.  If
applicable,  interest and mortality assumptions will be specified in the section
of the Adoption Agreement entitled "Limitations on Allocations".

1.59  Projected  Annual  Benefit Used to test the maximum  benefit  which may be
obtained from a combination  of retirement  plans,  it is the annual  retirement
benefit  (adjusted  to an  actuarial  equivalent  straight  life annuity if such
benefit is expressed  in a form other than a straight  life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under the
terms of a Defined Benefit Plan or plans, assuming:

     (a)  the Participant will continue  employment until Normal  Retirement Age
          under the plan (or current age, if later), and

     (b)  the Participant's Compensation for the current Limitation Year and all
          other relevant factors used to determine  benefits under the plan will
          remain constant for all future Limitation Years.

1.60 Qualified  Deferred  Compensation Plan Any pension,  profit-sharing,  stock
bonus,  or other plan  which  meets the  requirements  of Code  Section  401 and
includes a trust exempt from tax under Code  Section  501(a) or any annuity plan
described in Code Section 403(a).

An  Eligible  Retirement  Plan is an  individual  retirement  account  (IRA)  as
described in Code Section  408(a),  an  individual  retirement  annuity (IRA) as
described in Code Section  408(b),  an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a),  which accepts
Eligible  Rollover  Distributions.  However in the case of an Eligible  Rollover
Distribution to a Surviving Spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

1.61 Qualified  Domestic  Relations Order A QDRO is a signed Domestic  Relations
Order  issued by a State  Court  which  creates,  recognizes  or  assigns  to an
alternate  payee(s)  the right to receive  all or part of a  Participant's  Plan
benefit and which meets the  requirements of Code Section  414(p).  An alternate
payee is a Spouse,  former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.

1.62 Qualified Early Retirement Age Qualified Early Retirement Age is the latest
of:

     (a)  the earliest date,  under the Plan, on which the Participant may elect
          to receive retirement benefits, or

     (b)  the first day of the 120th  month  beginning  before  the  Participant
          attains Normal Retirement Age, or

     (c)  the date the Participant begins participation.


<PAGE>

1.63 Qualified Joint And Survivor  Annuity An immediate  annuity for the life of
the Participant with a survivor annuity for the life of the Participant's Spouse
which is at least  one-half  of but not more  than  the  amount  of the  annuity
payable during the joint lives of the Participant and the Participant's  Spouse.
The exact amount of the  Survivor  Annuity is to be specified by the Employer in
the Adoption Agreement.  If not designated by the Employer, the Survivor Annuity
will be  one-half  of the  amount  paid  to the  Participant  during  his or her
lifetime. The Qualified Joint and Survivor Annuity will be the amount of benefit
which can be provided by the Participant's Vested Account Balance.

1.64 Qualified Matching Contribution Matching  Contributions which when made are
subject  to the  distribution  and  nonforfeitability  requirements  under  Code
Section 401(k).

1.65 Qualified  Non-Elective  Contributions  Contributions  (other than Matching
Contributions  or  Qualified  Matching  Contributions)  made by the Employer and
allocated  to  Participants'  accounts  that the  Participants  may not elect to
receive in cash until  distributed from the Plan; that are  nonforfeitable  when
made;  and that  are  distributable  only in  accordance  with the  distribution
provisions  that are  applicable to Elective  Deferrals  and Qualified  Matching
Contributions.

1.66  Qualified  Voluntary  Contribution  A  tax-deductible  voluntary  Employee
contribution. Qualified Voluntary Contributions are not permitted in this Plan.

1.67 Regional Prototype Plan A plan, the form of which is subject to a favorable
notification letter from the Internal Revenue Service.

1.68 Required Aggregation Group Used for Top-Heavy testing purposes, it consists
of:

     (a)  each qualified plan of the Employer in which at least one Key Employee
          participates  or  participated  at any time  during the  determination
          period (regardless of whether the plan has terminated), and

     (b)  any  other  qualified  plan  of  the  Employer  which  enables  a plan
          described in (a) to meet the  requirements of Code Sections  401(a)(4)
          or 410.

1.69 Required Beginning Date The date on which a Participant is required to take
his or her first minimum distribution under the Plan. The rules are set forth at
paragraph 7.5.

1.70 Rollover  Contribution  A  contribution  made by a Participant of an amount
distributed to such Participant  from another  Qualified  Deferred  Compensation
Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible  Rollover  Distribution is any distribution of all or any portion of
the balance to the credit of the  Participant  except that an Eligible  Rollover
Distribution does not include:

     (a)  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  Participant or the joint lives (or
          joint life  expectancies)  of the  Participant  and the  Participant's
          Designated  Beneficiary,  or for a  specified  period  of ten years or
          more;

     (b)  any  distribution  to the extent such  distribution  is required under
          Code Section 401(a)(9); and

<PAGE>


     (c)  the portion of any distribution that is not includable in gross income
          (determined  without  regard  to  the  exclusion  for  net  unrealized
          appreciation with respect to Employer securities).

A Direct  Rollover  is a payment  by the plan to the  Eligible  Retirement  Plan
specified by the Participant.

1.71  Salary  Savings   Agreement  An  agreement  between  the  Employer  and  a
participating  Employee where the Employee authorizes the Employer to withhold a
specified  amount or  percentage of his or her  Compensation  for deposit to the
Plan on behalf of such Employee.

1.72  Self-Employed  Individual  An  individual  who has  Earned  Income for the
taxable  year from the  trade or  business  for  which  the Plan is  established
including an  individual  who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.73 Service The period of current or prior employment with the Employer. If the
Employer  maintains  a  plan  of  a  predecessor  employer,   Service  for  such
predecessor shall be treated as Service for the Employer.

1.74  Shareholder  Employee An Employee or Officer who owns [or is considered as
owning  within the  meaning of Code  Section  318(a)(1)],  on any day during the
taxable year of an electing small business  corporation  (S  Corporation),  more
than 5% of such corporation's outstanding stock.

1.75 Simplified  Employee  Pension Plan An individual  retirement  account which
meets the  requirements of Code Section 408(k),  and to which the Employer makes
contributions  pursuant to a written  formula.  These plans are  considered  for
contribution limitation and Top-Heavy testing purposes.

1.76     Sponsor  BOETGER & ASSOCIATES, INC., or any successor(s) or assign(s).
1.77  Spouse   (Surviving   Spouse)  The  Spouse  or  Surviving  Spouse  of  the
Participant,  provided  that a former  Spouse  will be  treated as the Spouse or
Surviving  Spouse  and a current  Spouse  will not be  treated  as the Spouse or
Surviving  Spouse to the extent  provided under a Qualified  Domestic  Relations
Order as described in Code Section 414(p).

1.78 Super  Top-Heavy Plan A Plan under which the Top-Heavy Ratio [as defined at
paragraph 1.81] exceeds 90%.

1.79 Taxable  Wage Base For plans with an  allocation  formula  which takes into
account the Employer's  contribution  under the Federal Insurance  Contributions
Act (FICA),  the maximum  amount of earnings  which may be considered  wages for
such Plan Year under the Social Security Act [Code Section  3121(a)(1)],  or the
amount  selected by the Employer in the  sub-section  of the Adoption  Agreement
entitled "Taxable Wage Base".

1.80 Top-Heavy Determination Date For any Plan Year subsequent to the first Plan
Year,  the last day of the preceding  Plan Year.  For the first Plan Year of the
Plan, the last day of that year.

1.81 Top-Heavy Plan For any Plan Year beginning  after 1983, the Employer's Plan
is top-heavy if any of the following conditions exist:

         (a)      If the Top-Heavy Ratio for the Employer's Plan exceeds 60% and
                  this  Plan is not part of any  Required  Aggregation  Group or
                  Permissive Aggregation Group of Plans.

         (b)      If the  Employer's  plan is a part of a  Required  Aggregation
                  Group of plans but not part of a Permissive  Aggregation Group
                  and the Top-Heavy Ratio for the group of plans exceeds 60%.

<PAGE>


         (c)      If the  Employer's  plan is a part of a  Required  Aggregation
                  Group and part of a Permissive  Aggregation Group of plans and
                  the  Top-Heavy  Ratio  for the  Permissive  Aggregation  Group
                  exceeds 60%.

1.82     Top-Heavy Ratio

         (a)      If the Employer  maintains  one or more  Defined  Contribution
                  plans (including any Simplified Employee Pension Plan) and the
                  Employer  has not  maintained  any Defined  Benefit Plan which
                  during the 5-year period ending on the  Determination  Date(s)
                  has or has had accrued benefits,  the Top-Heavy Ratio for this
                  Plan  alone,  or for the  Required or  Permissive  Aggregation
                  Group as appropriate, is a fraction,

                  (1)      the  numerator  of  which  is the sum of the  account
                           balances of all Key Employees as of the Determination
                           Date(s)  [including  any part of any account  balance
                           distributed  in  the  5-year  period  ending  on  the
                           Determination Date(s)], and

                  (2)      the  denominator  of which is the sum of all  account
                           balances  [including any part of any account  balance
                           distributed  in  the  5-year  period  ending  on  the
                           Determination  Date(s)],  both computed in accordance
                           with Code Section 416 and the regulations thereunder.

                  Both the numerator and  denominator of the Top-Heavy Ratio are
                  increased to reflect any  contribution not actually made as of
                  the Determination Date, but which is required to be taken into
                  account  on  that  date  under  Code   Section   416  and  the
                  regulations thereunder.

         (b)      If the Employer  maintains  one or more  Defined  Contribution
                  Plans (including any Simplified Employee Pension Plan) and the
                  Employer  maintains  or has  maintained  one or  more  Defined
                  Benefit  Plans which  during the 5-year  period  ending on the
                  Determination Date(s) has or has had any accrued benefits, the
                  Top-Heavy  Ratio for any  Required or  Permissive  Aggregation
                  Group as appropriate is a fraction,

                  (1)      the numerator of which is the sum of account balances
                           under the  aggregated  Defined  Contribution  Plan or
                           Plans for all Key Employees, determined in accordance
                           with (a)  above,  and the  Present  Value of  accrued
                           benefits under the aggregated Defined Benefit Plan or
                           Plans for all Key  Employees as of the  Determination
                           Date(s), and

                  (2)      the  denominator  of which is the sum of the  account
                           balances  under the aggregated  Defined  Contribution
                           Plan or Plans  for all  Participants,  determined  in
                           accordance  with (a) above,  and the Present Value of
                           accrued  benefits  under the Defined  Benefit Plan or
                           Plans for all  Participants  as of the  Determination
                           Date(s),  all  determined  in  accordance  with  Code
                           Section  416  and  the  regulations  thereunder.  The
                           accrued benefits under a Defined Benefit Plan in both
                           the numerator and  denominator of the Top-Heavy Ratio
                           are  increased  for any  distribution  of an  accrued
                           benefit  made  in the  5-year  period  ending  on the
                           Determination Date.


<PAGE>


     (c)  For purposes of (a) and (b) above,  the value of account  balances and
          the Present  Value of accrued  benefits  will be  determined as of the
          most recent Valuation Date that falls within or ends with the 12-month
          period ending on the  Determination  Date,  except as provided in Code
          Section 416 and the  regulations  thereunder  for the first and second
          plan years of a Defined Benefit Plan. The account balances and accrued
          benefits of a participant  (1) who is not a Key Employee but who was a
          Key Employee in a prior year, or (2) who has not been credited with at
          least one hour of service  with any Employer  maintaining  the Plan at
          any time during the 5-year  period  ending on the  Determination  Date
          will be disregarded.  The calculation of the Top-Heavy  Ratio, and the
          extent to which distributions, rollovers, and transfers are taken into
          account  will be made in  accordance  with  Code  Section  416 and the
          Regulations  thereunder.  Qualified  Voluntary Employee  Contributions
          will not be taken into account for purposes of computing the Top-Heavy
          Ratio.  When  aggregating  plans the  value of  account  balances  and
          accrued   benefits   will  be   calculated   with   reference  to  the
          Determination  Dates that fall  within  the same  calendar  year.  The
          accrued  benefit of a Participant  other than a Key Employee  shall be
          determined  under (1) the method,  if any, that uniformly  applies for
          accrual  purposes  under all Defined  Benefit Plans  maintained by the
          Employer,  or (2) if  there  is no such  method,  as if  such  benefit
          accrued not more rapidly than the slowest accrual rate permitted under
          the fractional rule of Code Section 411(b)(1)(C).

1.83 Top-Paid Group The group consisting of the top 20% of Employees when ranked
on the basis of Compensation  paid during such year. For purposes of determining
the  number of  Employees  in the group  (but not who is in it),  the  following
Employees shall be excluded:

     (a)  Employees who have not completed 6 months of Service.

     (b)  Employees who normally work less than 17 1/2hours per week.

     (c)  Employees who normally do not work more than 6 months during any year.

     (d)  Employees who have not attained age 21.

     (e)  Employees  included in a  collective  bargaining  unit,  covered by an
          agreement  between employee  representatives  and the Employer,  where
          retirement  benefits  were the  subject of good faith  bargaining  and
          provided that 90% or more of the  Employer's  Employees are covered by
          the agreement.

     (f)  Employees who are nonresident  aliens and who receive no earned income
          which constitutes income from sources within the United States.

1.84 Transfer  Contribution A non-taxable  transfer of a  Participant's  benefit
directly from a Qualified Deferred Compensation Plan to this Plan.

1.85 Trustee Shall be the  individual,  individuals or institution  appointed by
the Employer to serve as Trustee of the Plan. In the event the Employer does not
name an individual,  individuals or institution to serve as Trustee of the Plan,
the Employer will be deemed to be the Trustee.

1.86  Valuation  Date The last day of the Plan Year or such other date as agreed
to by the Employer and the Trustee on which Participant accounts are revalued in
accordance with Article V hereof. For Top-Heavy  purposes,  the date selected by
the Employer as of which the Top-Heavy Ratio is calculated.

<PAGE>


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

For purposes of paragraph 8.7, Vested Account Balance shall mean, in the case of
a money  purchase  pension plan,  the  Participant's  separate  account  balance
attributable  solely to Qualified  Voluntary  Contributions.  For profit-sharing
plans the above definition shall apply.

1.88  Voluntary  Contribution  An  Employee  contribution  by or on  behalf of a
Participant  that is included in the  Participant's  gross income in the year in
which made and that is maintained under a separate account to which earnings and
losses are allocated. For Plan Years beginning after the Plan Year in which this
Plan is adopted (or restated) by the Employer,  Voluntary Contributions are only
permitted in Standardized  Adoption  Agreement 003 or  Nonstandardized  Adoption
Agreement  006  whether  or  not  the  Employer  utilizes  the  salary  deferral
provisions.  Voluntary  Contributions  for  Plan  Years  beginning  after  1986,
together with any Matching Contributions as defined in Code Section 401(m), will
be limited so as to meet the nondiscrimination test of Code Section 401(m).

1.89 Welfare  Benefit Fund Any fund that is part of a plan of the  Employer,  or
has the effect of a plan,  through which the Employer  provides welfare benefits
to Employees or their beneficiaries.  For these purposes,  Welfare Benefit means
any benefit other than those with respect to which Code Section 83(h)  (relating
to transfers of property in connection with the  performance of services),  Code
Section 404 (relating to deductions for  contributions to an Employee's trust or
annuity and  Compensation  under a deferred  payment  plan),  Code  Section 404A
(relating to certain foreign deferred compensation plans) apply. A "Fund" is any
social club, voluntary employee benefit association,  supplemental  unemployment
benefit trust or qualified  group legal service  organization  described in Code
Section  501(c)(7),  (9),  (17)  or  (20);  any  trust,  corporation,  or  other
organization  not  exempt  from  income  tax,  or  to  the  extent  provided  in
regulations, any account held for an Employer by any person.

1.90 Year Of Service A  12-consecutive  month period during which an Employee is
credited  with not less than 1,000 (or such lesser  number as  specified  by the
Employer in the Adoption Agreement) Hours of Service.


<PAGE>


                                   ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1  Participation  Employees  who  meet  the  eligibility  requirements  in the
Adoption  Agreement on the Effective Date of the Plan shall become  Participants
as of the Effective  Date of the Plan. If so elected in the Adoption  Agreement,
all Employees  employed on the Effective Date of the Plan may participate,  even
if they have not satisfied the Plan's specified eligibility requirements.  Other
Employees  shall  become  Participants  on the  Entry  Date  coinciding  with or
immediately following the date on which they meet the eligibility  requirements.
Depending on the Plan's eligibility requirements, the entry date may actually be
earlier  than  the  date  on  which  the  Employee   satisfies  the  eligibility
requirements.  The Employee must satisfy the eligibility  requirements specified
in the  Adoption  Agreement  and be  employed  on the  Entry  Date to  become  a
Participant  in the Plan.  In the event an  Employee  who is not a member of the
eligible  class of  Employees  becomes  a member  of the  eligible  class,  such
Employee  shall  participate  immediately  if such  Employee has  satisfied  the
minimum  age and  service  requirements  and  would  have  previously  become  a
Participant  had he or she  been in the  eligible  class.  Employees  may  waive
participation  in the Plan.  However,  this is only  permitted if the Employer's
adoption is on Nonstandardized  Adoption Agreement 004, 005 or 006, and the Plan
will meet the  minimum  coverage  requirements  in Code  Section  410(b) and the
minimum participation requirements of Code Section 401(a)(26). [To the extent so
provided by regulations,  a partner (or other employee) waiving participation in
the Plan may cause Code Section 401(k) and the regulations thereunder to apply.]
A former  Participant  shall again become a  Participant  upon  returning to the
employ of the Employer at the next Entry Date or if earlier,  the next Valuation
Date.  For  this  purpose,  Participant's  Compensation  and  Service  shall  be
considered from date of rehire.

2.2 Change In  Classification  Of Employment In the event a Participant  becomes
ineligible to participate because he or she is no longer a member of an eligible
class of Employees, such Employee shall participate upon his or her return to an
eligible class of Employees.

2.3  Computation  Period To determine Years of Service and Breaks in Service for
purposes of eligibility,  the 12-consecutive  month period shall commence on the
date on which an Employee first performs an Hour of Service for the Employer and
each anniversary thereof,  such that the succeeding  12-consecutive month period
commences  with the  employee's  first  anniversary of employment and so on. If,
however,   the  period  so  specified  is  one  year  or  less,  the  succeeding
12-consecutive  month  period  shall  commence on the first day of the Plan Year
prior to the  anniversary  of the date they first  performed  an Hour of Service
regardless  of whether the  Employee  is entitled to be credited  with 1,000 (or
such lesser number as specified by the Employer in the Adoption Agreement) Hours
of Service during their first employment year.

2.4  Employment  Rights  Participation  in the  Plan  shall  not  confer  upon a
Participant  any employment  rights,  nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5 Service With Controlled  Groups All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)],  trades or
businesses under common control [as defined in Code Section 414(c)],  or members
of an  affiliated  service  group [as defined in Code Section  414(m)]  shall be
credited for purposes of determining an Employee's eligibility to participate.

2.6  Owner-Employees If this Plan provides  contributions or benefits for one or
more  Owner-Employees  who  control  both the  business  for which  this Plan is
established  and one or more other trades or businesses,  this Plan and the Plan
established  for other  trades or  businesses  must,  when looked at as a single
Plan,  satisfy Code  Sections  401(a) and (d) for the  Employees of this and all
other trades or businesses.

<PAGE>


If the Plan provides  contributions or benefits for one or more  Owner-Employees
who control one or more other trades or  businesses,  the Employees of the other
trades or businesses  must be included in a Plan which  satisfies  Code Sections
401(a) and (d) and which provides  contributions and benefits not less favorable
than provided for Owner-Employees under this Plan.

If an individual is covered as an Owner-Employee  under the plans of two or more
trades or businesses  which are not  controlled,  and the individual  controls a
trade or business, then the contributions or benefits of the Employees under the
plan of the trades or businesses  which are  controlled  must be as favorable as
those  provided  for him or her  under the most  favorable  plan of the trade or
business which is not controlled.

For  purposes of the  preceding  sentences,  an  Owner-Employee,  or two or more
Owner-Employees,  will be  considered  to  control  a trade or  business  if the
Owner-Employee, or two or more Owner-Employees together:

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

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

For  purposes  of the  preceding  sentence,  an  Owner-Employee,  or two or more
Owner-Employees  shall be treated as owning any interest in a partnership  which
is owned, directly or indirectly, by a partnership which such Owner-Employee, or
such two or more  Owner-Employees,  are considered to control within the meaning
of the preceding sentence.

2.7 Leased  Employees Any Leased Employee shall be treated as an Employee of the
recipient Employer;  however,  contributions or benefits provided by the leasing
organization  which are  attributable  to services  performed  for the recipient
Employer  shall be treated  as  provided  by the  recipient  Employer.  A Leased
Employee  shall not be  considered an Employee of the recipient if such Employee
is covered by a money purchase pension plan providing:

     (a)  a  non-integrated  Employer  contribution  rate  of at  least  10%  of
          Compensation,  [as defined in Code  Section  415(c)(3)  but  including
          amounts  contributed  by the Employer  pursuant to a salary  reduction
          agreement, which are excludable from the Employee's gross income under
          a  cafeteria  plan  covered by Code  Section  125, a cash or  deferred
          profit-sharing  plan under Code Section 401(k), a Simplified  Employee
          Pension Plan under Code  Section  408(k) and a  tax-sheltered  annuity
          under Code Section 403(b)],

     (b)  immediate participation, and

     (c)  full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipient's non-highly compensated work force.

2.8 Thrift Plans If the Employer makes an election in Adoption Agreements 003 or
006 to require Voluntary Contributions to participate in this Plan, the Employer
shall notify each  eligible  Employee in writing of his or her  eligibility  for
participation at least 30 days prior to the appropriate Entry Date. The Employee
shall indicate his or her intention to join the Plan by authorizing the Employer
to withhold a  percentage  of his or her  Compensation  as provided in the Plan.
Such  authorization  shall be returned to the Employer at least 10 days prior to
the  Employee's  Entry  Date.  The  Employee  may  decline  participation  by so
indicating on the enrollment form or by failure to return the enrollment form to
the Employer  prior to the  Employee's  Entry Date. If the Employee  declines to
participate,  such Employee  shall be given the  opportunity to join the Plan on
the next Entry Date. The taking of a Hardship Withdrawal under the provisions of
paragraph 6.9 will impact the Participant's ability to make these contributions.


<PAGE>


                                   ARTICLE III

                             EMPLOYER CONTRIBUTIONS

3.1 Amount The Employer  intends to make periodic  contributions  to the Plan in
accordance  with the formula or formulas  selected  in the  Adoption  Agreement.
However,  the Employer's  contribution for any Plan Year shall be subject to the
limitations  on allocations  contained in Article X. A Participant  may elect to
waive an  Employer  contribution  on his or her  behalf  for a given  Plan Year.
However, a Participant may only make this election if the Employer's adoption is
on  Nonstandardized  Adoption Agreement 004, 005 or 006. [In the event a partner
in a partnership  makes this election,  in accordance with Proposed  Regulations
Section  1.401(k)-1(a)(6),  the Plan  will be  deemed  to  constitute  a cash or
deferred arrangement with respect to the partners.  Thus,  contributions made on
behalf of any  partners  may be limited  to $7,000  indexed as set forth in Code
Section  402(g)].  Any waiver made pursuant to this paragraph will be made prior
to the time such Participant accrues a benefit for that Plan Year.

3.2 Expenses And Fees The Employer  shall also be  authorized  to reimburse  the
Fund for all expenses  and fees  incurred in the  administration  of the Plan or
Trust  Account  and paid out of the  assets of the  Fund.  Such  expenses  shall
include, but shall not be limited to, fees for professional  services,  printing
and postage. Brokerage Commissions may not be reimbursed.

3.3 Responsibility  For Contributions  Neither the Trustee nor the Sponsor shall
be required to  determine  if the  Employer  has made a  contribution  or if the
amount contributed is in accordance with the Adoption Agreement or the Code. The
Employer  shall have sole  responsibility  in this regard.  The Trustee shall be
accountable solely for contributions actually received by it.

3.4 Return Of Contributions Contributions made to the Fund by the Employer shall
be irrevocable except as provided below:

     (a)  Any  contribution  forwarded  to the  Trustee  because of a mistake of
          fact,  provided  that the  contribution  is returned  to the  Employer
          within one year of the contribution.

     (b)  In the event that the Commissioner of Internal Revenue determines that
          the Plan is not initially  qualified under the Internal  Revenue Code,
          any  contribution  made incident to that initial  qualification by the
          Employer  must be returned to the  Employer  within one year after the
          date the initial  qualification is denied, but only if the application
          for the qualification is made by the time prescribed by law for filing
          the  Employer's  return  for the  taxable  year in  which  the Plan is
          adopted,  or such  later date as the  Secretary  of the  Treasury  may
          prescribe.

     (c)  Contributions  forwarded to the Trustee are presumed to be  deductible
          and are conditioned on their  deductibility.  Contributions  which are
          determined to not be deductible will be returned to the Employer.


<PAGE>


                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

4.1 Voluntary  Contributions An Employee may make Voluntary Contributions to the
Plan  established  hereunder if so  authorized  by the Employer in a uniform and
nondiscriminatory  manner.  Such contributions are subject to the limitations on
Annual  Additions  and are  subject  to  antidiscrimination  testing.  Voluntary
Contributions are permitted only in Adoption Agreements 003 and 006.

4.2 Qualified Voluntary Contributions A Participant may no longer make Qualified
Voluntary Contributions to the Plan. Such amounts already contributed may remain
in the Trust Fund Account until distributed to the Participant.

4.3 Rollover Contribution Unless provided otherwise in the Adoption Agreement, a
Participant may make a Rollover  Contribution to any Defined  Contribution  Plan
established   hereunder  of  all  or  any  part  of  an  amount  distributed  or
distributable  to  him  or  her  from a  Qualified  Deferred  Compensation  Plan
provided:

     (a)  the amount  distributed to the Participant is deposited to the Plan no
          later than the  sixtieth day after such  distribution  was received by
          the Participant,

     (b)  the amount  distributed is not one of a series of substantially  equal
          periodic  payments  made  for the life  (or  life  expectancy)  of the
          Participant  or the joint  lives (or joint life  expectancies)  of the
          Participant and the  Participant's  Designated  Beneficiary,  or for a
          specified period of ten years or more;

     (c)  the amount  distributed is not required under section 401(a)(9) of the
          Code;

     (d)  if the amount  distributed  included  property such property is rolled
          over, or if sold the proceeds of such property may be rolled over,

     (e)  the amount  distributed is not includable in gross income  (determined
          without regard to the exclusion for net unrealized  appreciation  with
          respect to employer securities).

In addition, if the Adoption Agreement allows Rollover  Contributions,  the Plan
will also accept any  Eligible  Rollover  Distribution  (as defined at paragraph
1.70) directly to the Plan.

Rollover Contributions,  which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally meet
the requirements of paragraph (f):

     (f)  The  distribution  from  the  Qualified  Deferred   Compensation  Plan
          constituted  the  Participant's  entire  interest in such Plan and was
          distributed within one taxable year to the Participant:

          (1)  on account of separation from Service, a Plan termination,  or in
               the case of a  profit-sharing  or stock  bonus  plan,  a complete
               discontinuance  of  contributions  under  such  plan  within  the
               meaning of Section 402(a)(6)(A) of the Code, or

          (2)  in one or more  distributions  which  constitute a qualified lump
               sum distribution within the meaning of Code Section 402(e)(4)(A),
               determined without reference to subparagraphs (B) and (H).

<PAGE>


Such Rollover  Contribution  may also be made through an  Individual  Retirement
Account  qualified  under Code  Section  408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is made
in accordance  with the rules provided under  paragraphs (a) through (e) and the
Rollover  Contribution  does not  include  any  regular  IRA  contributions,  or
earnings  thereon,  which the  Participant  may have  made to the IRA.  Rollover
Contributions,  which relate to  distributions  prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and additional
requirements as provided in the previous sentence. The Trustee shall not be held
responsible for  determining  the tax-free  status of any Rollover  Contribution
made under this Plan.

4.4 Transfer  Contribution Unless provided otherwise in the Adoption Agreement a
Participant  may,  subject to the  provisions of paragraph 4.5, also arrange for
the direct transfer of his or her benefit from a Qualified Deferred Compensation
Plan  to this  Plan.  For  accounting  and  record  keeping  purposes,  Transfer
Contributions shall be treated in the same manner as Rollover Contributions.

In the event the Employer accepts a Transfer  Contribution  from a Plan in which
the Employee was directing the  investments of his or her account,  the Employer
may  continue  to permit  the  Employee  to  direct  his or her  investments  in
accordance with paragraph 13.7 with respect only to such Transfer  Contribution.
Notwithstanding  the above,  the  Employer  may refuse to accept  such  Transfer
Contributions.

4.5  Employer  Approval Of Transfer  Contributions  The Employer  maintaining  a
Safe-Harbor  Profit-Sharing  Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory  manner, may in its sole discretion refuse to
allow Transfer  Contributions to its profit-sharing  plan, if such contributions
are directly or  indirectly  being  transferred  from a defined  benefit plan, a
money  purchase  pension plan  (including a target  benefit plan), a stock bonus
plan, or another  profit-sharing  plan which would otherwise  provide for a life
annuity form of payment to the Participant.

4.6  Elective  Deferrals  A  Participant  may enter  into a  Elective  Deferrals
Agreement  with the Employer  authorizing  the Employer to withhold a portion of
such  Participant's  Compensation  not to exceed  $7,000  per  calendar  year as
adjusted for inflation or, if lesser,  the percentage of Compensation  specified
in the Adoption Agreement and to deposit such amount to the Plan. No Participant
shall be permitted to have Elective  Deferrals made under this Plan or any other
qualified plan maintained by the Employer, during any taxable year, in excess of
the  dollar  limitation  contained  in Code  Section  402(g)  in  effect  at the
beginning  of such  taxable  year.  Thus,  the $7,000  limit may be reduced if a
Participant  contributes  pre-tax  contributions  to qualified  plans of this or
other  Employers.  Any such  contribution  shall be credited  to the  Employee's
Elective  Deferrals  Account.   Unless  otherwise   specified  in  the  Adoption
Agreement,  a Participant may amend his or her Elective  Deferrals  Agreement to
increase,  decrease or terminate the  percentage  upon 30 days written notice to
the Employer. If a Participant terminates his or her agreement, such Participant
shall not be  permitted to put a new Elective  Deferrals  Agreement  into effect
until the first pay period in the next Plan Year, unless otherwise stated in the
Adoption  Agreement.  The Employer may also amend or terminate said agreement on
written  notice to the  Participant.  If a Participant  has not  authorized  the
Employer  to withhold  at the  maximum  rate and  desires to increase  the total
withheld for a Plan Year,  such  Participant  may authorize the Employer upon 30
days  notice  to  withhold  a  supplemental  amount  up to  100%  of  his or her
Compensation for one or more pay periods. In no event may the sum of the amounts
withheld  under  the  Elective   Deferrals   Agreement  plus  the   supplemental
withholding  exceed 25% of a  Participant's  Compensation  for a Plan Year.  The
Employer may also recharacterize as after-tax Voluntary Contributions all or any
portion of amounts previously  withheld under any Elective  Deferrals  Agreement
within the Plan Year as provided  for at  paragraph  10.10.  This may be done to
insure  that the Plan will meet one of the  antidiscrimination  tests under Code
Section  401(k).  Elective  Deferrals  shall be deposited in the Trust within 30
days after being withheld from the  Participant's  pay.  Elective  Deferrals are
permitted only in Standardized Adoption Agreement 003,  Nonstandardized Adoption
Agreement 006, and Standardized Adoption Agreement 009.


<PAGE>


4.7 Required Voluntary  Contributions If the Employer makes a thrift election in
the Adoption  Agreement,  each  eligible  Participant  shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as provided
in the Adoption Agreement.  Such Voluntary  Contributions shall be withheld from
the  Employee's  Compensation  and shall be  transmitted  by the Employer to the
Trustee  as  agreed  between  the  Employer  and  Trustee.   A  Participant  may
discontinue participation or change his or her Voluntary Contribution percentage
by so  advising  the  Employer  at least 10 days prior to the date on which such
discontinuance or change is to be effective.  If a Participant  discontinues his
or her  Voluntary  Contributions,  such  Participant  may  not  again  authorize
Voluntary   Contributions   for  a  period   of  one  year   from  the  date  of
discontinuance.  A  Participant  may  voluntarily  change  his or her  Voluntary
Contribution  percentage  once during any Plan Year and may also agree to have a
reduction in his or her contribution, if required to satisfy the requirements of
the ACP  test.  Voluntary  Contributions  are  permitted  only  in  Standardized
Adoption Agreement 003 and Nonstandardized Adoption Agreement 006.

4.8 Direct Rollover Of Benefits Notwithstanding any provision of the Plan to the
contrary  that  would  otherwise  limit  a  Participant's  election  under  this
paragraph, for distributions made on or after January 1, 1993, a Participant 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 Participant in a Direct Rollover.  Any
portion of a distribution  which is not paid directly to an Eligible  Retirement
Plan shall be distributed to the Participant.  For purposes of this paragraph, a
Surviving  Spouse or a Spouse or former Spouse who is an alternate payee under a
Qualified  Domestic  Relations Order as defined in Code Section 414(p),  will be
permitted to elect to have any Eligible  Rollover  Distribution paid directly to
an  individual  retirement  account (IRA) or an  individual  retirement  annuity
(IRA).

The Plan provisions otherwise  applicable to distributions  continue to apply to
Rollover and Transfer Contributions.


<PAGE>


                                    ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1  Separate  Accounts  The  Employer  shall  establish a separate  bookkeeping
account for each  Participant  showing the total value of his or her interest in
the Fund. Each Participant's account shall be separated for bookkeeping purposes
into the following sub-accounts:

     (a)  Employer Contributions.

                  (1)      Matching Contributions.

                  (2)      Qualified Matching Contributions.

                  (3)      Qualified Non-Elective Contributions.

                  (4)      Discretionary Contributions.

                  (5)      Elective Deferrals.

     (b)  Voluntary  Contributions (and additional  amounts including,  required
          contributions and if applicable, either repayments of loans previously
          defaulted  on and  treated  as "deemed  distributions"  on which a tax
          report has been issued,  and amounts  paid out upon a separation  from
          service  which have been included in income and which are repaid after
          being re-hired by the Employer).

     (c)  Qualified  Voluntary  Contributions  (if the Plan previously  accepted
          these).

     (d)  Rollover Contributions.

     (e)  Transfer Contributions.

5.2  Adjustments To Participant  Accounts As of each Valuation Date of the Plan,
the Employer shall add to each account:

     (a)  the Participant's share of the Employer's contribution and forfeitures
          as determined in the Adoption Agreement,

     (b)  any Elective Deferrals,  Voluntary, Rollover or Transfer Contributions
          made by the Participant.

     (c)  any repayment of amounts  previously paid out to a Participant  upon a
          separation from Service and repaid by the  Participant  since the last
          Valuation Date, and

     (d)  the Participant's  proportionate  share of any investment earnings and
          increase in the fair market value of the Fund since the last Valuation
          Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

     (e)  any withdrawals or payments made from the Participant's  account since
          the last Valuation Date, and

<PAGE>


     (f)  the  Participant's  proportionate  share of any  decrease  in the fair
          market value of the Fund since the last Valuation  Date, as determined
          at paragraph 5.4.

5.3  Allocating  Employer  Contributions  The Employer's  contribution  shall be
allocated to Participants in accordance with the allocation  formula selected by
the  Employer  in the  Adoption  Agreement,  and the  minimum  contribution  and
allocation  requirements for Top-Heavy Plans.  Beginning with the 1990 Plan Year
and  thereafter,  for plans on Standardized  Adoption  Agreements 001, 002, 003,
007,  008 and 009,  Participants  who are  credited  with more than 500 Hours of
Service  or are  employed  on the last day of the Plan Year must  receive a full
allocation of Employer  contributions.  In Nonstandardized  Adoption  Agreements
004, 005, and 006, Employer  contributions shall be allocated to the accounts of
Participants  employed  by the  Employer on the last day of the Plan Year unless
indicated otherwise in the Adoption  Agreement.  In the case of a non-Top-Heavy,
Nonstandardized  Plan,  Participants  must also have completed a Year of Service
unless  otherwise  specified  in the  Adoption  Agreement.  For  Nonstandardized
Adoption  Agreements 004, 005, and 006, the Employer may only apply the last day
of the Plan Year and Year of Service  requirements,  if the Plan  satisfies  the
requirements  of  Code  Sections  401(a)(26)  and  410(b)  and  the  regulations
thereunder  including the exception for 401(k) plans. If, when applying the last
day  and  Year  of  Service   requirements,   the  Plan  fails  to  satisfy  the
aforementioned requirements, additional Participants will be eligible to receive
an allocation of Employer  Contributions  until the  requirements are satisfied.
Participants  who are credited with a Year of Service,  but not employed at Plan
Year end, are the first category of additional  Participants eligible to receive
an  allocation.  If the  requirements  are  still  not  satisfied,  Participants
credited  with more than 500 Hours of Service and  employed at Plan Year end are
the next category of Participants eligible to receive an allocation. Finally, if
necessary to satisfy the said requirements,  any Participant  credited with more
than 500  Hours of  Service  will be  eligible  for an  allocation  of  Employer
Contributions.

5.4  Allocating   Investment  Earnings  And  Losses  A  Participant's  share  of
investment earnings and any increase or decrease in the fair market value of the
Fund shall be based on the  proportionate  value of all active  accounts  (other
than accounts with  segregated  investments)  as of the last Valuation Date less
withdrawals   since  the  last  Valuation  Date.  If  Employer  and/or  Employee
contributions  are made monthly,  quarterly,  or on some other systematic basis,
the adjusted  value of such accounts for  allocation  of  investment  income and
gains or losses  shall  include  one-half the  Employer  contributions  for such
period.  If Employer and/or Employee  contributions are not made on a systematic
basis,  it is assumed that they are made at the end of the valuation  period and
therefore  will not receive an allocation  of  investment  earnings and gains or
losses for such period.

Alternatively,  at the Plan Administrator's  option, all Employer  contributions
will be credited with an allocation of the actual investment  earnings and gains
and losses from the actual date of deposit of each such  contribution  until the
end of the period.  Accounts with segregated  investments shall receive only the
income or loss on such segregated  investments.  In no event shall the selection
of a method of allocating  gains and losses be used to  discriminate in favor of
the Highly Compensated Employees.

5.5 Participant  Statements Upon completing the allocations  described above for
the Valuation Date  coinciding with the end of the Plan Year, the Employer shall
prepare  a  statement  for  each  Participant   showing  the  additions  to  and
subtractions  from his or her account since the last such statement and the fair
market value of his or her account as of the current  Valuation Date.  Employers
so choosing may prepare Participant statements for each Valuation Date.


<PAGE>


                                   ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 Normal  Retirement  Benefits A Participant  shall be entitled to receive the
balance held in his or her account from Employer  contributions  upon  attaining
Normal Retirement Age or at such earlier dates as the provisions of this Article
VI may allow.  If the  Participant  elects to continue  working  past his or her
Normal Retirement Age, he or she will continue as an active Plan Participant and
no  distribution  shall  be made to such  Participant  until  his or her  actual
retirement date unless the employer elects otherwise in the Adoption  Agreement,
or a minimum  distribution is required by law.  Settlement  shall be made in the
normal  form,  or if elected in one of the  optional  forms of payment  provided
below.

6.2 Early  Retirement  Benefits If the  Employer  so  provides  in the  Adoption
Agreement, an Early Retirement benefit will be available to individuals who meet
the age and Service  requirements.  An individual who meets the Early Retirement
Age  requirements  and  separates  from  Service,   will  become  fully  vested,
regardless of any vesting schedule which otherwise might apply. If a Participant
separates from Service before satisfying the age requirements,  but after having
satisfied the Service requirement,  the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3      Benefits On Termination Of Employment

     (a)  If a Participant terminates employment prior to Normal Retirement Age,
          such Participant  shall be entitled to receive the vested balance held
          in his or her account  payable at Normal  Retirement Age in the normal
          form, or if elected,  in one of the optional forms of payment provided
          hereunder. If applicable,  the Early Retirement Benefit provisions may
          be  elected.   Notwithstanding  the  preceding   sentence,   a  former
          Participant   may,  if  allowed  in  the  Adoption   Agreement,   make
          application to the Employer  requesting  early payment of any deferred
          vested and nonforfeitable benefit due.

     (b)  If  a  Participant  terminates  employment,  and  the  value  of  that
          Participant's   Vested  Account  Balance  derived  from  Employer  and
          Employee contributions is not greater than $3,500, the Participant may
          receive  a lump sum  distribution  of the value of the  entire  vested
          portion of such  account  balance and the  non-vested  portion will be
          treated as a forfeiture.  The Employer  shall continue to follow their
          consistent  policy,  as  may  be  established,   regarding   immediate
          cash-outs of Vested  Account  Balances of $3,500 or less. For purposes
          of this  article,  if the  value  of a  Participant's  Vested  Account
          Balance is zero,  the  Participant  shall be deemed to have received a
          distribution  of such Vested  Account  Balance  immediately  following
          termination.  Likewise,  if the  Participant  is  reemployed  prior to
          incurring 5  consecutive  1-year Breaks in Service they will be deemed
          to have immediately repaid such distribution.  For Plan Years prior to
          1989,  a  Participant's  Vested  Account  Balance  shall  not  include
          Qualified Voluntary  Contributions.  Notwithstanding the above, if the
          Employer  maintains or has maintained a policy of not distributing any
          amounts until the  Participant's  Normal  Retirement Age, the Employer
          can continue to uniformly apply such policy.

     (c)  If a  Participant  terminates  Service with a Vested  Account  Balance
          derived from Employer and Employee  contributions in excess of $3,500,
          and elects (with his or her  Spouse's  consent) to receive 100% of the
          value  of  his or her  Vested  Account  Balance  in a  lump  sum,  the
          non-vested portion will be treated as a forfeiture. Except as provided
          at  paragraph  6.4(c),  the  Participant  (and his or her Spouse) must
          consent to any distribution, when the Vested Account Balance described
          above exceeds  $3,500 or



<PAGE>

          if at the time of any  prior  distribution  it  exceeded  $3,500.  For
          purposes of this  paragraph,  a  Participant's  Vested Account Balance
          shall not include Qualified  Voluntary  Contributions,  for Plan Years
          beginning prior to 1989.

     (d)  Distribution  of less than 100% of the  Participant's  Vested  Account
          Balance  shall only be  permitted if the  Participant  is fully vested
          upon termination of employment.

     (e)  If a  Participant  who is not 100%  vested  receives  or is  deemed to
          receive  a  distribution   pursuant  to  this   paragraph,   and  such
          Participant's  non-vested benefit is forfeited hereunder,  and if such
          Participant   resumes   employment   covered  under  this  Plan,   the
          Participant  shall have the right to repay to the Plan the full amount
          of the  distribution  attributable  to  Employer  contributions  on or
          before  the  earlier  of  the  date  that  the  Participant  incurs  5
          consecutive   1-year   Breaks  in  Service   following   the  date  of
          distribution  or  five  years  after  the  first  date  on  which  the
          Participant   is   subsequently   reemployed.   In  such  event,   the
          Participant's forfeiture shall be restored to his or her account as of
          the Valuation  Date at the end of the Plan Year  following the date on
          which repayment of the  distribution  is received.  Restoration of the
          forfeiture  amount  shall  be  accomplished  in  accordance  with  the
          procedure selected by the Employer in the Adoption Agreement.

     (f)  A Participant  shall also have the option,  to postpone payment of his
          or her Plan  benefits  until  the  first  day of April  following  the
          calendar year in which he or she attains age 70\1/2.  Any balance of a
          Participant's account resulting from his or her Employee contributions
          not previously withdrawn,  if any, may be withdrawn by the Participant
          immediately following separation from Service.

     (g)  If a  Participant  ceases  to be an active  Employee  as a result of a
          Disability as defined at paragraph  1.20,  such  Participant  shall be
          able  to make  an  application  for a  disability  retirement  benefit
          payment. The Participant's account balance will be deemed "immediately
          distributable" as set forth in paragraph 6.4, and will be fully vested
          pursuant to paragraph 9.2.

6.4      Restrictions On Immediate Distributions

     (a)  An account  balance is  immediately  distributable  if any part of the
          account  balance could be distributed to the Participant (or Surviving
          Spouse) before the Participant attains (or would have attained whether
          or not deceased) the later of the Normal Retirement Age or age 62.

     (b)  If the value of a  Participant's  Vested Account  Balance derived from
          Employer  and  Employee  Contributions  exceeds (or at the time of any
          prior  distribution  exceeded)  $3,500,  and the  account  balance  is
          immediately  distributable,  the Participant and his or her Spouse (or
          where either the  Participant  or the Spouse has died,  the  survivor)
          must consent to any distribution of such account balance.  The consent
          of the  Participant and the Spouse shall be obtained in writing within
          the 90-day period ending on the annuity  starting  date,  which is the
          first  day of the  first  period  for  which an  amount  is paid as an
          annuity or any other form.  The Plan  Administrator  shall  notify the
          Participant  and the  Participant's  Spouse  of the right to defer any
          distribution  until the  Participant's  account  balance  is no longer
          immediately  distributable.  Such notification shall include a general
          description  of  the  material  features,  and an  explanation  of the
          relative values of, the optional forms of benefit  available under the
          plan in a manner that would  satisfy the notice  requirements  of Code
          Section  417(a)(3),  and shall be provided no less than 30 days and no
          more than 90 days prior to the annuity starting date.

<PAGE>


     (c)  Notwithstanding  the foregoing,  only the Participant  need consent to
          the  commencement  of a distribution  in the form of a qualified Joint
          and  Survivor   Annuity  while  the  account  balance  is  immediately
          distributable.  Furthermore,  if  payment  in the form of a  Qualified
          Joint  and  Survivor  Annuity  is not  required  with  respect  to the
          Participant   pursuant  to  paragraph  8.7  of  the  Plan,   only  the
          Participant  need consent to the  distribution  of an account  balance
          that  is  immediately  distributable.   Neither  the  consent  of  the
          Participant  nor the  Participant's  Spouse  shall be  required to the
          extent  that a  distribution  is  required  to  satisfy  Code  Section
          401(a)(9) or Code Section 415. In addition,  upon  termination of this
          Plan if the Plan does not offer an annuity  option  (purchased  from a
          commercial  provider),  the Participant's account balance may, without
          the  Participant's  consent,  be  distributed  to the  Participant  or
          transferred  to  another  Defined  Contribution  Plan  [other  than an
          employee stock  ownership plan as defined in Code Section  4975(e)(7)]
          within the same controlled group.

     (d)  For purposes of determining the applicability of the foregoing consent
          requirements to  distributions  made before the first day of the first
          Plan Year  beginning  after 1988,  the  Participant's  Vested  Account
          Balance shall not include amounts  attributable to Qualified Voluntary
          Contributions.

6.5 Normal Form Of Payment The normal form of payment for a profit- sharing plan
satisfying the  requirements of paragraph 8.7 hereof shall be a lump sum with no
option for annuity  payments.  For all other  plans,  the normal form of payment
hereunder  shall be a Qualified  Joint and  Survivor  Annuity as provided  under
Article VIII. A Participant  whose Vested Account  Balance derived from Employer
and  Employee  contributions  exceeds  $3,500,  or if at the  time of any  prior
distribution  it exceeds  $3,500,  shall (with the consent of his or her Spouse)
have the  right  to  receive  his or her  benefit  in a lump sum or in  monthly,
quarterly,  semi-annual  or annual  payments  from the Fund over any  period not
extending  beyond  the  life  expectancy  of  the  Participant  and  his  or her
Beneficiary.  For purposes of this  paragraph,  a  Participant's  Vested Account
Balance  shall not include  Qualified  Voluntary  Contributions,  for Plan Years
beginning  prior to 1989. The normal form of payment shall be automatic,  unless
the  Participant  files a written request with the Employer prior to the date on
which the benefit is automatically  payable,  electing a lump sum or installment
payment  option.  No  amendment  to the Plan may  eliminate  one of the optional
distribution forms listed above.

6.6      Commencement Of Benefits

     (a)  Unless the Participant elects otherwise, distribution of benefits will
          begin no later  than the 60th day  after the close of the Plan Year in
          which the latest of the following events occurs:

          (1)  the  Participant  attains  age 65 (or  normal  retirement  age if
               earlier),

          (2)  occurs the 10th  anniversary of the year in which the Participant
               commenced participation in the Plan, or

          (3)  the Participant terminates Service with the Employer.

     (b)  Notwithstanding the foregoing, the failure of a Participant and Spouse
          (if  necessary)  to  consent  to a  distribution  while a  benefit  is
          immediately distributable, within the meaning of paragraph 6.4 hereof,
          shall be deemed an  election to defer  commencement  of payment of any
          benefit sufficient to satisfy this paragraph.

<PAGE>


     (c)  Unless the Employer  provides  otherwise  in the  Adoption  Agreement,
          distributions  of benefits  will be made within 60 days  following the
          close of the Plan Year during  which a  distribution  is  requested or
          otherwise becomes payable.

6.7 Claims Procedures Upon retirement,  death, or other severance of employment,
the  Participant  or his or  her  representative  may  make  application  to the
Employer  requesting  payment of benefits  due and the manner of payment.  If no
application  for benefits is made,  the  Employer  shall  automatically  pay any
vested  benefit  due  hereunder  in the normal  form at the time  prescribed  at
paragraph  6.6. If an  application  for  benefits is made,  the  Employer  shall
accept,  reject,  or modify such  request and shall  notify the  Participant  in
writing  setting  forth the response of the Employer and in the case of a denial
or modification the Employer shall:

     (a)  state the specific reason or reasons for the denial,

     (b)  provide  specific  reference to pertinent Plan provisions on which the
          denial is based,

     (c)  provide  a  description  of any  additional  material  or  information
          necessary for the  Participant  or his  representative  to perfect the
          claim  and an  explanation  of why such  material  or  information  is
          necessary, and

     (d)  explain the Plan's claim review procedure as contained in this Plan.

In the event the  request  is  rejected  or  modified,  the  Participant  or his
representative  may  within 60 days  following  receipt  by the  Participant  or
representative  of such rejection or modification,  submit a written request for
review by the Employer of its initial  decision.  Within 60 days  following such
request for review,  the Employer  shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision. If
the  Participant or  representative  is not satisfied with the Employer's  final
decision, the Participant or representative can institute an action in a federal
court of competent  jurisdiction;  for this purpose,  process would be served on
the Employer.

6.8 In-Service  Withdrawals An Employee may withdraw all or any part of the fair
market value of his or her  Mandatory  Contributions,  Voluntary  Contributions,
Qualified  Voluntary  Contributions  or  Rollover  Contributions,  upon  written
request to the Employer.  Transfer  Contributions,  which  originate from a Plan
meeting the safe-harbor provisions of paragraph 8.7, may also be withdrawn by an
Employee  upon  written  request to the  Employer.  Transfer  Contributions  not
meeting the safe-harbor provisions may only be withdrawn upon retirement, death,
Disability,  termination  or  termination  of the Plan,  and will be  subject to
Spousal consent  requirements  contained in Code Sections 411(a)(11) and 417. No
such  withdrawals are permitted from a money purchase plan until the Participant
reaches  Normal  Retirement  Age. Such request  shall include the  Participant's
address, social security number,  birthdate, and amount of the withdrawal. If at
the time a distribution  of Qualified  Voluntary  Contributions  is received the
Participant has not attained age 59 1/2 and is not disabled,  as defined at Code
Section  22(e)(3),  the  Participant  will be  subject  to a federal  income tax
penalty,  unless  the  distribution  is  rolled  over  to a  qualified  plan  or
individual  retirement  plan  within  60 days of the  date  of  distribution.  A
Participant  may withdraw all or any part of the fair market value of his or her
pre-1987  Voluntary  Contributions  with or  without  withdrawing  the  earnings
attributable  thereto.  Post-1986 Voluntary  Contributions may only be withdrawn
along with a portion of the earnings  thereon.  The amount of the earnings to be
withdrawn is determined by using the formula: DA[1-(V / V + E)], where DA is the
distribution amount, V is the amount of Voluntary Contributions and V + E is the
amount of Voluntary  Contributions  plus the earnings  attributable  thereto.  A
Participant withdrawing his or her other contributions prior to attaining age 59
1/2,  will be subject to a federal tax penalty to the extent that the  withdrawn
amounts are includable in income.  Unless the Employer provides otherwise in the
Adoption  Agreement,  any Participant in a profit-sharing plan who is 100% fully
vested in his or her Employer  contributions may withdraw all or any part of the
fair market value of any of such  contributions that have been in the account at
least two years, plus the investment  earnings thereon,  without separation from
Service.  Such distributions  shall not be eligible for redeposit to the Fund. A
withdrawal under this paragraph shall not prohibit such Participant from sharing
in any future  Employer  Contribution  he or she

<PAGE>


would otherwise be eligible to share in. A request to withdraw  amounts pursuant
to this  paragraph  must if  applicable,  be consented  to by the  Participant's
Spouse. The consent shall comply with the requirements of paragraph 6.4 relating
to  immediate   distributions.   Elective  Deferrals,   Qualified   Non-elective
Contributions,  and Qualified  Matching  Contributions,  and income allocable to
each  are  not  distributable  to a  Participant  or his or her  Beneficiary  or
Beneficiaries,  in  accordance  with  such  Participant's  or  Beneficiary's  or
Beneficiaries'  election,  earlier than upon separation from Service,  death, or
Disability. Such amounts may also be distributed upon:

     (a)  Termination of the Plan without the  establishment  of another Defined
          Contribution Plan.

     (b)  The  disposition  by a  corporation  to an  unrelated  corporation  of
          substantially  all of the assets  [within the meaning of Code  Section
          409(d)(2)]  used in a trade or  business of such  corporation  if such
          corporation continues to maintain this Plan after the disposition, but
          only with  respect  to  Employees  who  continue  employment  with the
          corporation acquiring such assets.

     (c)  The  disposition  by a  corporation  to an  unrelated  entity  of such
          corporation's  interest  in a  subsidiary  [within the meaning of Code
          Section  409(d)(3)]  if such  corporation  continues to maintain  this
          plan, but only with respect to Employees who continue  employment with
          such subsidiary.

     (d)  The attainment of age 59 1/2.

     (e)  The Hardship of the Participant as described in paragraph 6.9.

All  distributions  that may be made  pursuant  to one or more of the  foregoing
distributable  events  are  subject  to  the  Spousal  and  Participant  consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9 Hardship  Withdrawal If permitted by the Employer in the Adoption Agreement,
a Participant in a profit-sharing  plan may request a hardship  withdrawal prior
to  attaining  age 59 1/2. If the  Participant  has not attained age 59 1/2, the
Participant  may be subject to a federal income tax penalty.  Such request shall
be in writing to the  Employer  who shall have sole  authority  to  authorize  a
hardship  withdrawal,  pursuant to the rules  below.  Hardship  withdrawals  may
include  Elective  Deferrals and any earnings accrued and credited thereon as of
the last day of the Plan Year ending  before July 1, 1989 and  Employer  related
contributions,  including  but not limited to Employer  Matching  Contributions,
plus the investment  earnings thereon to the extent vested.  Qualified  Matching
Contributions,  Qualified  Non-Elective  Contributions  and  Elective  Deferrals
reclassified as Voluntary  Contributions,  plus the investment  earnings thereon
are only available for a Hardship  Withdrawal  prior to age 59 1/2 to the extent
that they were credited to the  Participant's  Account as of the last day of the
Plan  Year  ending  prior to July 1,  1989.  The Plan  Administrator  may  limit
withdrawals to Elective  Deferrals and the earnings thereon as stipulated above.
Hardship withdrawals are subject to the Spousal consent  requirements  contained
in Code Sections  401(a)(11)  and 417.  Only the following  reasons are valid to
obtain hardship withdrawal:

     (a)  medical  expenses  [within the meaning of Code Section  213(d)] of the
          Participant, his or her Spouse, children and other dependents,

     (b)  the purchase  (excluding mortgage payments) of the principal residence
          for the Participant,

     (c)  payment of  tuition  and  related  educational  expenses  for the next
          twelve (12) months of  post-secondary  education for the  Participant,
          his or her Spouse, children or other dependents, or


<PAGE>

     (d)  the need to prevent  eviction of the Employee from or a foreclosure on
          the mortgage of, the Employee's principal residence.

Furthermore,  for  Plans  on  Adoption  Agreements  003 and 006,  the  following
conditions must be met in order for a withdrawal to be authorized:

     (e)  the  Participant has obtained all  distributions,  other than hardship
          distributions,  and all nontaxable loans under all plans maintained by
          the Employer,

     (f)  all plans  maintained  by the  Employer  provide  that the  Employee's
          Elective  Deferrals and Voluntary  Contributions will be suspended for
          twelve months after the receipt of the Hardship distribution,

     (g)  the  distribution  is not in excess of the amount of the immediate and
          heavy financial need [(a) through (d)] above, and

     (h)  all plans maintained by the Employer provide that an Employee may only
          make Elective  Deferrals for the Employee's  taxable year  immediately
          following  the  taxable  year  of  the  hardship  distribution  of the
          applicable limit under Code Section 402(g) for such taxable year, less
          the amount of such Employee's  pre-tax  contributions  for the taxable
          year of the hardship distribution.

  If a  distribution  is made from any Plan at a time when a  Participant  has a
  nonforfeitable  right to less than 100% of the account  balance  derived  from
  Employer  contributions  and the Participant  may increase the  nonforfeitable
  percentage in the account:

     (a)  A separate account will be established for the Participant's  interest
          in the Plan as of the time of the distribution, and

     (b)  At any relevant time the Participant's  nonforfeitable  portion of the
          separate  account will be equal to an amount ("X")  determined  by the
          formula:

                                          X = P [AB + (R X D)] - (R X D)

  For purposes of applying the formula: "P" is the nonforfeitable  percentage at
  the relevant  time,  "AB" is the account  balance at the relevant time, "D" is
  the amount of the  distribution and "R" is the ratio of the account balance at
  the relevant time to the account balance after distribution.


<PAGE>


                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

7.1 Joint And Survivor  Annuity  Requirements All  distributions  made under the
terms of this Plan must comply with the provisions of Article VIII including, if
applicable, the safe harbor provisions thereunder.

7.2 Minimum  Distribution  Requirements  All  distributions  required under this
Article shall be determined and made in accordance with the minimum distribution
requirements of Code Section 401(a)(9) and the regulations thereunder, including
the minimum  distribution  incidental benefit rules found at Regulations Section
1.401(a)(9)-2. The entire interest of a Participant must be distributed or begin
to be distributed no later than the Participant's  Required Beginning Date. Life
expectancy and joint and last survivor life expectancy are computed by using the
expected  return  multiples  found  in  Tables V and VI of  Regulations  Section
1.72-9.

7.3 Limits On Distribution  Periods As of the First Distribution  Calendar Year,
distributions  if not made in a  single-sum,  may  only be made  over one of the
following periods (or a combination thereof):

     (a)  the life of the Participant,

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

     (c)  a period  certain  not  extending  beyond the life  expectancy  of the
          participant, or

     (d)  a period  certain  not  extending  beyond the joint and last  survivor
          expectancy of the Participant and a Designated Beneficiary.

7.4      Required Distributions On Or After The Required Beginning Date

     (a)  If a participant's  benefit is to be distributed over (1) a period not
          extending  beyond the life  expectancy of the Participant or the joint
          life  and  last  survivor   expectancy  of  the  Participant  and  the
          Participant's  Designated  Beneficiary  or (2) a period not  extending
          beyond the life expectancy of the Designated  Beneficiary,  the amount
          required to be  distributed  for each calendar  year,  beginning  with
          distributions for the First Distribution  Calendar Year, must at least
          equal the quotient obtained by dividing the  Participant's  benefit by
          the Applicable Life Expectancy.

     (b)  For calendar years beginning before 1989, if the Participant's  Spouse
          is not the Designated Beneficiary, the method of distribution selected
          must have assured that at least 50% of the Present Value of the amount
          available for  distribution  was to be paid within the life expectancy
          of the Participant.

     (c)  For calendar years  beginning after 1988, the amount to be distributed
          each year,  beginning with  distributions  for the First  Distribution
          Calendar Year shall not be less than the quotient obtained by dividing
          the  Participant's  benefit by the lesser of (1) the  Applicable  Life
          Expectancy or (2) if the  Participant's  Spouse is not the  Designated
          Beneficiary,  the  applicable  divisor  determined  from the table set
          forth in Q&A-4 of  Regulations  Section  1.401(a)(9)-2.  Distributions
          after  the death of the  Participant  shall be  distributed  using the
          Applicable Life  Expectancy as the relevant  divisor without regard to
          Regulations Section 1.401(a)(9)-2.


<PAGE>


     (d)  The  minimum   distribution   required  for  the  Participant's  First
          Distribution Calendar Year must be made on or before the Participant's
          Required  Beginning Date. The minimum  distribution for other calendar
          years,   including  the  minimum  distribution  for  the  Distribution
          Calendar  Year in which  the  Participant's  Required  Beginning  Date
          occurs,  must be made on or before  December  31 of that  Distribution
          Calendar Year.

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

     (f)  For purposes of  determining  the amount of the required  distribution
          for each Distribution Calendar Year, the account balance to be used is
          the account balance determined as of the last valuation  preceding the
          Distribution  Calendar  Year.  This  balance  will be increased by the
          amount of any  contributions  or forfeitures  allocated to the account
          balance after the valuation date in such preceding calendar year. Such
          balance  will  also be  decreased  by  distributions  made  after  the
          Valuation Date in such preceding Calendar Year.

     (g)  For  purposes of  subparagraph  7.4(f),  if any portion of the minimum
          distribution for the First  Distribution  Calendar Year is made in the
          second Distribution  Calendar Year on or before the Required Beginning
          Date,  the  amount  of the  minimum  distribution  made in the  second
          Distribution  Calendar Year shall be treated as if it had been made in
          the immediately preceding Distribution Calendar Year.

7.5      Required Beginning Date

     (a)  General Rule.  The Required  Beginning  Date of a  Participant  is the
          first day of April of the calendar year following the calendar year in
          which the Participant attains age 70 1/2.

     (b)  Transitional  Rules. The Required  Beginning Date of a Participant who
          attained age 70 1/2 before 1988,  shall be  determined  in  accordance
          with (1) or (2) below:

          (1)  Non-5-percent   owners.   The  Required   Beginning   Date  of  a
               Participant  who is not a  5-percent  owner is the  first  day of
               April of the calendar  year  following the calendar year in which
               the later of retirement  or attainment of age 70 1/2 occurs.  The
               Required  Beginning Date of a Participant  who is not a 5-percent
               owner, who attains age 70 1/2 during 1988 and who has not retired
               as of 1989, is April 1, 1990.

          (2)  5-percent  owners.  The Required  Beginning Date of a Participant
               who is a 5-percent owner during any year beginning after 1979, is
               the first day of April following the later of:

               (i)  the calendar  year in which the  Participant  attains age 70
                    1/2, or

               (ii) the earlier of the  calendar  year with or within which ends
                    the plan year in which the  Participant  becomes a 5-percent
                    owner,  or  the  calendar  year  in  which  the  Participant
                    retires.

<PAGE>


     (c)  A  Participant  is treated as a 5-percent  owner for  purposes of this
          Paragraph if such  Participant is a 5-percent owner as defined in Code
          Section  416(i)  (determined  in accordance  with Code Section 416 but
          without  regard to whether the Plan is  Top-Heavy)  at any time during
          the Plan Year  ending with or within the  calendar  year in which such
          Owner attains age 66 1/2 or any subsequent Plan Year.

     (d)  Once  distributions  have  begun  to  a  5-percent  owner  under  this
          paragraph,  they  must  continue  to  be  distributed,   even  if  the
          Participant ceases to be a 5-percent owner in a subsequent year.

7.6      Transitional Rule

     (a)  Notwithstanding  the other requirements of this article and subject to
          the   requirements  of  Article  VIII,   Joint  and  Survivor  Annuity
          Requirements,  distribution  on behalf of any  Employee,  including  a
          5-percent  owner,  may be made in accordance with all of the following
          requirements (regardless of when such distribution commences):

          (i)  The  distribution  by the  trust  is one  which  would  not  have
               disqualified such trust under Code Section 401(a)(9) as in effect
               prior to amendment by the Deficit Reduction Act of 1984.

          (ii) The  distribution  is in accordance with a method of distribution
               designated by the employee  whose  interest in the trust is being
               distributed or, if the employee is deceased,  by a beneficiary of
               such employee.

          (iii)Such  designation  was in writing,  was signed by the employee or
               the beneficiary, and was made before January 1, 1984.

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

          (v)  The method of  distribution  designated  by the  Employee  or the
               beneficiary   specifies  the  time  at  which  distribution  will
               commence,  the period over which  distributions will be made, and
               in the case of any  distribution  upon the Employee's  death, the
               beneficiaries of the Employee listed in order of priority.

     (b)  A  distribution  upon death  will not be covered by this  transitional
          rule unless the information in the  designation  contains the required
          information  described above with respect to the  distributions  to be
          made upon the death of the Employee.

     (c)  For any  distribution  which  commences  before  January 1, 1984,  but
          continues after December 31, 1983, the Employee,  or the  beneficiary,
          to whom such  distribution  is being  made,  will be  presumed to have
          designated the method of distribution  under which the distribution is
          being made if the method of distribution  was specified in writing and
          the distribution  satisfies the requirements in sub-paragraphs  (a)(i)
          and (a)(v) above.

     (d)  If a designation is revoked, any subsequent  distribution must satisfy
          the  requirements  of  Code  Section  401(a)(9)  and  the  Regulations
          thereunder.  If a  designation  is  revoked  subsequent  to  the  date
          distributions  are required to begin,  the Plan must distribute by the
          end of the calendar  year  following  the  calendar  year in which the
          revocation  occurs

<PAGE>


          the total amount not yet distributed which would have been required to
          have been  distributed  to  satisfy  Code  Section  401(a)(9)  and the
          Regulations   thereunder,   but  for  the  Tax   Equity   and   Fiscal
          Responsibility  Act Section  242(b)(2)  election.  For calendar  years
          beginning  after December 31, 1988, such  distributions  must meet the
          minimum  distribution  incidental benefit  requirements in Regulations
          Section  1.401(a)(9)-2.   Any  changes  in  the  designation  will  be
          considered to be a revocation of the  designation.  However,  the mere
          substitution or addition of another  beneficiary (one not named in the
          designation)  under the  designation  will not be  considered  to be a
          revocation  of the  designation,  so  long  as  such  substitution  or
          addition does not alter the period over which  distributions are to be
          made under the  designation,  directly or indirectly (for example,  by
          altering the relevant  measuring life). In the case in which an amount
          is transferred or rolled over from one plan to another plan, the rules
          in Q&A  J-2 and Q&A J-3 of  Regulations  Section  1.401(a)(9)-2  shall
          apply.

7.7 Designation Of Beneficiary For Death Benefit Each  Participant  shall file a
written  designation  of  beneficiary  with the  Employer  upon  qualifying  for
participation in this Plan. Such designation shall remain in force until revoked
by the  Participant  by filing a new  beneficiary  form with the  Employer.  The
Participant may elect to have a portion of his or her account  balance  invested
in an insurance contract.  If an insurance contract is purchased under the Plan,
the  Trustee  must be named as  Beneficiary  under  the  terms of the  contract.
However,  the Participant  shall designate a Beneficiary to receive the proceeds
of  the  contract  after  settlement  is  received  by  the  Trustee.   Under  a
profit-sharing  plan satisfying the  requirements  of paragraph 8.7 hereof,  the
Designated  Beneficiary  shall be the  Participant's  Surviving  Spouse, if any,
unless such Spouse properly consents otherwise.

7.8  Nonexistence  Of Beneficiary  Any portion of the amount  payable  hereunder
which is not disposed of because of the  Participant's  or former  Participant's
failure  to  designate  a   beneficiary,   or  because  all  of  the  Designated
Beneficiaries  are  deceased,  shall  be  paid  to  his or  her  Spouse.  If the
Participant  had no Spouse at the time of  death,  payment  shall be made to the
personal representative of his or her estate in a lump sum.

7.9   Distribution   Beginning  Before  Death  If  the  Participant  dies  after
distribution  of his or her interest has begun,  the  remaining  portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

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

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

     (b)  If the Designated  Beneficiary is the Participant's  Surviving Spouse,
          the date  distributions  are required to begin in accordance  with (a)
          above  shall not be earlier  than the later of (1)  December 31 of the
          calendar  year  immediately  following  the calendar year in which the
          participant died, or (2) December 31 of the calendar year in which the
          Participant would have attained age 70 1/2.

If the  Participant  has not made an election  pursuant to this paragraph by the
time of his or her death, the  Participant's  Designated  Beneficiary must elect
the method of  distribution  no later than the earlier of (1) December 31 of the
calendar  year in which  distributions  would be  required  to begin  under this
section,  or (2)  December  31 of the  calendar  year which  contains  the fifth
anniversary of the date of death of the  participant.

<PAGE>


If  the  Participant  has  no  Designated  Beneficiary,  or  if  the  Designated
Beneficiary  does not elect a method of distribution,  then  distribution of the
Participant's  entire  interest must be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.

For  purposes  of  this  paragraph  if  the  Surviving  Spouse  dies  after  the
Participant,  but before  payments to such Spouse begin,  the provisions of this
paragraph  with the exception of paragraph  (b) therein,  shall be applied as if
the Surviving  Spouse were the  Participant.  For the purposes of this paragraph
and paragraph 7.9,  distribution  of a  Participant's  interest is considered to
begin  on the  Participant's  Required  Beginning  Date  (or,  if the  preceding
sentence  is  applicable,  the date  distribution  is  required  to begin to the
Surviving  Spouse).  If  distribution  in the form of an  annuity  described  in
paragraph 7.4(e)  irrevocably  commences to the Participant  before the Required
Beginning  Date,  the  date  distribution  is  considered  to  begin is the date
distribution actually commences.

For purposes of  paragraph  7.9 and this  paragraph,  if an amount is payable to
either a minor or an individual who has been declared incompetent,  the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent  individual,  unless the court  which  appointed  the  guardian  has
ordered otherwise.

7.11     Distribution Of Excess Elective Deferrals

     (a)  Notwithstanding  any  other  provision  of the Plan,  Excess  Elective
          Deferrals plus any income and minus any loss allocable thereto,  shall
          be  distributed  no later  than  April  15,  1988,  and each  April 15
          thereafter,   to   Participants  to  whose  accounts  Excess  Elective
          Deferrals were allocated for the preceding taxable year, and who claim
          Excess  Elective  Deferrals  for such taxable  year.  Excess  Elective
          Deferrals shall be treated as Annual Additions under the Plan,  unless
          such  amounts  are  distributed  no later  than the first  April  15th
          following the close of the  Participant's  taxable year. A Participant
          is deemed to notify  the Plan  Administrator  of any  Excess  Elective
          Deferrals  that  arise by taking  into  account  only  those  Elective
          Deferrals  made to this  Plan and any  other  plans of this  Employer.
          Furthermore,  a Participant who  participates in another plan allowing
          Elective  Deferrals  may  assign  to this  Plan  any  Excess  Elective
          Deferrals made during a taxable year of the Participant,  by notifying
          the Plan  Administrator of the amount of the Excess Elective Deferrals
          to be assigned.

     (b)  The Participant's claim shall be in writing; shall be submitted to the
          Plan  Administrator not later than March 1 of each year; shall specify
          the amount of the  Participant's  Excess  Elective  Deferrals  for the
          preceding  taxable year; and shall be accompanied by the Participant's
          written  statement  that if such  amounts  are not  distributed,  such
          Excess Elective Deferrals,  when added to amounts deferred under other
          plans  or  arrangements  described  in Code  Sections  401(k),  408(k)
          [Simplified Employee Pensions], or 403(b) [annuity programs for public
          schools and charitable  organizations] will exceed the $7,000 limit as
          adjusted under Code Section 415(d) imposed on the  Participant by Code
          Section 402(g) for the year in which the deferral occurred.

     (c)  Excess Elective  Deferrals shall be adjusted for any income or loss up
          to the end of the taxable year, during which such excess was deferred.
          Income or loss will be  calculated  under the method used to calculate
          investment earnings and losses elsewhere in the Plan.

     (d)  If the Participant receives a return of his or her Elective Deferrals,
          the amount of such  contributions  which are returned  must be brought
          into the Employee's taxable income.


7.12     Distributions of Excess Contributions

     (a)  Notwithstanding   any   other   provision   of   this   Plan,   Excess
          Contributions,  plus any

<PAGE>

          income and minus any loss allocable  thereto,  shall be distributed no
          later  than the last day of each  Plan Year to  Participants  to whose
          accounts such Excess  Contributions  were  allocated for the preceding
          Plan  Year.  If  such  excess  amounts  are  distributed  more  than 2
          1/2months  after  the last day of the Plan Year in which  such  excess
          amounts  arose,  a ten (10) percent  excise tax will be imposed on the
          Employer  maintaining  the Plan with  respect  to such  amounts.  Such
          distributions  shall be made to Highly  Compensated  Employees  on the
          basis  of  the  respective   portions  of  the  Excess   Contributions
          attributable to each of such Employees.  Excess Contributions shall be
          allocated  to  Participants  who  are  subject  to the  Family  Member
          aggregation  rules of Code Section  414(q)(6) in the manner prescribed
          by the regulations thereunder.

     (b)  Excess Contributions  (including the amounts recharacterized) shall be
          treated as Annual Additions under the Plan.

     (c)  Excess  Contributions  shall be adjusted  for any income or loss up to
          the end of the Plan Year.  Income or loss will be calculated under the
          method used to calculate  investment  earnings and losses elsewhere in
          the Plan.

     (d)  Excess  Contributions  shall be  distributed  from  the  Participant's
          Contribution  account and Qualified Matching  Contribution account (if
          applicable) in proportion to the Participant's  Elective Deferrals and
          Qualified Matching  Contributions (to the extent used in the ADP test)
          for the Plan Year. Excess  Contributions shall be distributed from the
          Participant's Qualified Non-Elective  Contribution account only to the
          extent  that such  Excess  Contributions  exceed  the  balance  in the
          Participant's   Elective  Deferral  account  and  Qualified   Matching
          Contribution account.

7.13     Distribution Of Excess Aggregate Contributions

     (a)  Notwithstanding  any other  provision of this Plan,  Excess  Aggregate
          Contributions,  plus any income and minus any loss allocable  thereto,
          shall be forfeited, if forfeitable, or if not forfeitable, distributed
          no later than the last day of each Plan Year to  Participants to whose
          accounts such Excess  Aggregate  Contributions  were allocated for the
          preceding Plan Year. Excess Aggregate Contributions shall be allocated
          to Participants who are subject to the Family Member aggregation rules
          of Code Section 414(q)(6) in the manner prescribed by the regulations.
          If such Excess  Aggregate  Contributions  are distributed  more than 2
          1/2months  after  the last day of the Plan Year in which  such  excess
          amounts  arose,  a ten (10) percent  excise tax will be imposed on the
          Employer  maintaining  the Plan with respect to those amounts.  Excess
          Aggregate Contributions shall be treated as Annual Additions under the
          plan.

     (b)  Excess  Aggregate  Contributions  shall be adjusted  for any income or
          loss up to the end of the Plan Year.  The income or loss  allocable to
          Excess  Aggregate  Contributions  is the sum of income or loss for the
          Plan  Year  allocable  to  the  Participant's  Voluntary  Contribution
          account,  Matching  Contribution  account, (if any, and if all amounts
          therein  are not used in the ADP test) and, if  applicable,  Qualified
          Non-Elective  Contribution  account  and  Elective  Deferral  account.
          Income or loss will be  calculated  under the method used to calculate
          investment earnings and losses elsewhere in the Plan.


<PAGE>


     (c)  Forfeitures   of  Excess   Aggregate   Contributions   may  either  be
          reallocated  to the accounts of  non-Highly  Compensated  Employees or
          applied to reduce Employer  contributions,  as elected by the employer
          in the Adoption Agreement.

     (d)  Excess  Aggregate  Contributions  shall be forfeited if such amount is
          not vested. If vested,  such excess shall be distributed on a pro-rata
          basis from the Participant's  Voluntary  Contribution account (and, if
          applicable,  the  Participant's  Qualified  Non-Elective  Contribution
          account or Elective Deferral account, or both).


<PAGE>


                                  ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1  Applicability  Of Provisions  The provisions of this Article shall apply to
any  Participant  who is  credited  with at least one Hour of  Service  with the
Employer on or after August 23, 1984 and such other  Participants as provided in
paragraph 8.8.

8.2 Payment Of Qualified  Joint And Survivor  Annuity Unless an optional form of
benefit is selected  pursuant to a Qualified  Election  within the 90-day period
ending on the Annuity  Starting  Date, a married  Participant's  Vested  Account
Balance will be paid in the form of a Qualified  Joint and Survivor  Annuity and
an unmarried  Participant's Vested Account Balance will be paid in the form of a
life annuity.  The Participant may elect to have such annuity  distributed  upon
attaining Early Retirement Age under the Plan.

8.3 Payment Of Qualified Pre-Retirement Survivor Annuity Unless an optional form
of benefit has been selected  within the Election Period pursuant to a Qualified
Election,  if a Participant dies before benefits have commenced then one-half of
the  Participant's  Vested Account Balance shall be paid to the Surviving Spouse
in the form of a life  annuity.  The  Surviving  Spouse  may  elect to have such
annuity distributed within a reasonable period after the Participant's death.

A Participant who does not meet the age 35 requirement set forth in the Election
Period  as of the end of any  current  Plan  Year may make a  special  qualified
election to waive the qualified  Pre-retirement  Survivor Annuity for the period
beginning  on the date of such  election and ending on the first day of the Plan
Year in which the  Participant  will attain age 35. Such  election  shall not be
valid unless the  Participant  receives a written  explanation  of the Qualified
Pre-retirement  Survivor  Annuity  in  such  terms  as  are  comparable  to  the
explanation  required under  paragraph 8.5.  Qualified  Pre-retirement  Survivor
Annuity  coverage  will be  automatically  reinstated as of the first day of the
Plan Year in which the  Participant  attains  age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4 Qualified  Election A waiver of a Qualified Joint and Survivor  Annuity or a
qualified  pre-retirement  survivor annuity. Any waiver of a Qualified Joint and
Survivor  Annuity or a qualified  pre-retirement  survivor  annuity shall not be
effective unless:

     (a)  the Participant's Spouse consents in writing to the election;

     (b)  the election designates a specific beneficiary, including any class of
          beneficiaries  or  any  contingent  beneficiaries,  which  may  not be
          changed  without  spousal  consent  (or the Spouse  expressly  permits
          designations by the Participant without any further spousal consent);

     (c)  the Spouse's consent acknowledges the effect of the election; and

     (d)  the Spouse's consent is witnessed by a Plan  representative  or notary
          public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election  designates a form of benefit payment
which may not be  changed  without  spousal  consent  (or the  Spouse  expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election.   Any  consent  by  a  Spouse   obtained   under  this  provision  (or
establishment  that  the  consent  of a  Spouse  may not be  obtained)  shall be
effective only with respect to such Spouse. A consent that permits  designations
by the  Participant  without any  requirement of further  consent by such Spouse
must  acknowledge  that the Spouse has the right to limit  consent to a specific
beneficiary,  and a specific  form of  benefit

<PAGE>


where applicable, and that the Spouse voluntarily elects to relinquish either or
both of such rights. A revocation of a prior waiver may be made by a Participant
without  the  consent  of the  Spouse at any time  before  the  commencement  of
benefits.  The number of revocations  shall not be limited.  No consent obtained
under this provision  shall be valid unless the  Participant has received notice
as provided in paragraphs 8.5 and 8.6 below.

8.5 Notice  Requirements For Qualified Joint And Survivor Annuity In the case of
a Qualified Joint and Survivor Annuity,  the Plan  Administrator  shall, no less
than 30 days  and no more  than 90 days  prior  to the  Annuity  Starting  date,
provide each Participant a written explanation of:

     (a)  the terms and conditions of a Qualified Joint and Survivor Annuity;

     (b)  the Participant's right to make and the effect of an election to waive
          the qualified Joint and Survivor Annuity form of benefit;

     (c)  the rights of a Participant's Spouse; and

     (d)  the right to make,  and the  effect  of, a  revocation  of a  previous
          election to waive the Qualified Joint and Survivor Annuity.

8.6 Notice  Requirements  For Qualified  Pre-Retirement  Survivor Annuity In the
case of a qualified  pre-retirement  survivor  annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the applicable
period  for  such   Participant   a  written   explanation   of  the   qualified
pre-retirement  survivor  annuity in such  terms and in such  manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity.  The applicable period
for a Participant is whichever of the following periods ends last:

     (a)  the period  beginning with the first day of the Plan Year in which the
          Participant  attains age 32 and ending with the close of the Plan Year
          preceding the Plan Year in which the Participant attains age 35;

     (b)  a reasonable period ending after the individual becomes a Participant;

     (c)  a reasonable  period  ending after this Article  first  applies to the
          Participant.  Notwithstanding  the foregoing,  notice must be provided
          within a reasonable period ending after separation from Service in the
          case of a Participant who separates from Service before  attaining age
          35.

For purposes of applying the  preceding  paragraph,  a reasonable  period ending
after the  events  described  in (b) and (c) is the end of the  two-year  period
beginning  one-year  prior to the date the applicable  event occurs,  and ending
one-year  after that  date.  In the case of a  Participant  who  separates  from
Service  before  the Plan  Year in which  age 35 is  attained,  notice  shall be
provided within the two-year  period  beginning one year prior to separation and
ending one year after separation.  If such a Participant subsequently returns to
employment with the Employer,  the applicable  period for such Participant shall
be re-determined.

8.7      Special Safe-Harbor Exception For Certain Profit-Sharing Plans

     (a)  To the extent that the  following  conditions  are met, the  Qualified
          Joint and Survivor Annuity  requirements of this Article VIII shall be
          inapplicable  to a Participant  in a  profit-sharing  plan, and to any
          distribution,  made on or after the  first day of the first  plan year
          beginning  after 1988, from or under a separate  account  attributable
          solely to Qualified Voluntary  contributions,  as maintained on behalf
          of a Participant in a money purchase pension plan, (including a target
          benefit plan) if the following conditions are satisfied:


<PAGE>


          (1)  the Participant  does not or cannot elect payments in the form of
               a life annuity; and

          (2)  on the death of a Participant,  the Participant's  Vested Account
               Balance will be paid to the Participant's  Surviving Spouse,  but
               if there is no Surviving  Spouse,  or if the Surviving Spouse has
               consented in a manner conforming to a Qualified Election, then to
               the Participant's Designated Beneficiary.

          The  Surviving  Spouse  may elect to have  distribution  of the Vested
          Account Balance  commence within the 90-day period  following the date
          of the Participant's  death. The account balance shall be adjusted for
          gains or losses occurring after the Participant's  death in accordance
          with the  provisions of the Plan  governing the  adjustment of account
          balances for other types of  distributions.  These  safe-harbor  rules
          shall  not  be  operative   with  respect  to  a   Participant   in  a
          profit-sharing plan if that Plan is a direct or indirect transferee of
          a Defined  Benefit Plan,  money  purchase plan, a target benefit plan,
          stock  bonus  plan,  or  profit-sharing  plan  which is subject to the
          survivor  annuity  requirements  of Code Section  401(a)(11)  and Code
          Section 417, and would  therefore have a Qualified  Joint and Survivor
          Annuity as its normal form of benefit.

     (b)  The Participant may waive the spousal death benefit  described in this
          paragraph at any time  provided that no such waiver shall be effective
          unless it satisfies the  conditions  (described in paragraph 8.4) that
          would   apply   to  the   Participant's   waiver   of  the   Qualified
          Pre-Retirement Survivor Annuity.

     (c)  If this paragraph 8.7 is operative,  then all other provisions of this
          Article other than paragraph 8.8 are inoperative.

8.8 Transitional Joint And Survivor Annuity Rules Special transition rules apply
to Participants who were not receiving benefits on August 23, 1984.

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

     (b)  Any living  Participant not receiving benefits on August 23, 1984, who
          was  credited  with at least one Hour of Service  under this Plan or a
          predecessor  Plan  on or  after  September  2,  1974,  and  who is not
          otherwise  credited  with any Service in a Plan Year  beginning  on or
          after January 1, 1976,  must be given the  opportunity  to have his or
          her benefits paid in accordance with paragraph 8.9.

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


<PAGE>


8.9  Automatic  Joint And  Survivor  Annuity  And  Early  Survivor  Annuity  Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant who
does not elect under paragraph 8.8(a) or who meets the requirements of paragraph
8.8(a),  except that such Participant does not have at least 10 years of vesting
Service when he or she separates  from  Service,  shall have his or her benefits
distributed  in accordance  with all of the following  requirements  if benefits
would have been payable in the form of a life annuity.

     (a)  Automatic  Joint and  Survivor  Annuity.  If benefits in the form of a
          life annuity become payable to a married Participant who:

          (1)  begins to  receive  payments  under  the Plan on or after  Normal
               Retirement Age, or

          (2)  dies on or after Normal  Retirement  Age while still  working for
               the Employer, or

          (3)  begins  to  receive  payments  on or after  the  Qualified  Early
               Retirement Age, or

          (4)  separates from Service on or after  attaining  Normal  Retirement
               (or the Qualified Early  Retirement Age) and after satisfying the
               eligibility  requirements  for the payment of benefits  under the
               Plan  and  thereafter  dies  before  beginning  to  receive  such
               benefits,  then such benefits will be received under this Plan in
               the form of a Qualified  Joint and Survivor  Annuity,  unless the
               Participant has elected otherwise during the Election Period. The
               Election   Period  must  begin  at  least  6  months  before  the
               Participant  attains  Qualified Early  Retirement Age and end not
               more  than 90 days  before  the  commencement  of  benefits.  Any
               election  hereunder  will be in writing and may be changed by the
               Participant at any time.

     (b)  Election of Early  Survivor  Annuity.  A  Participant  who is employed
          after attaining the Qualified  Early  Retirement Age will be given the
          opportunity to elect,  during the Election Period,  to have a survivor
          annuity  payable on death.  If the  Participant  elects  the  survivor
          annuity,  payments  under  such  annuity  must  not be less  than  the
          payments  which would have been made to the Spouse under the Qualified
          Joint and Survivor  Annuity if the  Participant had retired on the day
          before his or her death.  Any election under this provision will be in
          writing  and  may be  changed  by the  Participant  at any  time.  The
          Election Period begins on the later of:

          (1)  the 90th day before the  Participant  attains the Qualified Early
               Retirement Age, or

          (2)  the date on which participation  begins, and ends on the date the
               Participant terminates employment.

8.10 Annuity Contracts Any annuity contract  distributed under this Plan must be
nontransferable.  The terms of any annuity contract purchased and distributed by
the Plan to a Participant or Spouse shall comply with the  requirements  of this
Plan.


<PAGE>


                                   ARTICLE IX

                                     VESTING

9.1 Employee  Contributions  A  Participant  shall always have a 100% vested and
nonforfeitable   interest   in  his  or  her   Elective   Deferrals,   Voluntary
Contributions,  Qualified Voluntary Contributions,  Rollover Contributions,  and
Transfer  Contributions  plus the earnings  thereon.  No  forfeiture of Employer
related contributions  (including any minimum contributions made under paragraph
14.2 hereof) will occur solely as a result of an  Employee's  withdrawal  of any
Employee contributions.

9.2  Employer   Contributions   A   Participant   shall  acquire  a  vested  and
nonforfeitable   interest  in  his  or  her  account  attributable  to  Employer
contributions  in accordance with the table selected in the Adoption  Agreement,
provided  that if a Participant  is not already  fully  vested,  he or she shall
become so upon attaining  Normal  Retirement Age, Early Retirement Age, on death
prior to normal retirement,  on retirement due to Disability,  or on termination
of the Plan.

9.3 Computation  Period The computation period for purposes of determining Years
of Service and Breaks in Service  for  purposes  of  computing  a  Participant's
nonforfeitable  right  to his or  her  account  balance  derived  from  Employer
contributions shall be determined by the Employer in the Adoption Agreement.  If
the  Employer  provides for other than full and  immediate  vesting and does not
designate otherwise,  the computation period will be the Plan Year. In the event
a former Participant with no vested interest in his or her Employer contribution
account  requalifies  for  participation  in the Plan after incurring a Break in
Service,  such Participant  shall be credited for vesting with all pre-break and
post-break Service.

9.4  Requalification  Prior To Five  Consecutive  One-Year Breaks In Service The
account balance of such Participant shall consist of any undistributed amount in
his or her account as of the date of re-employment plus any future contributions
added to such account plus the  investment  earnings on the account.  The Vested
Account  Balance of such  Participant  shall be  determined by  multiplying  the
Participant's account balance (adjusted to include any distribution or redeposit
made under paragraph 6.3) by such Participant's  vested percentage.  All Service
of the Participant, both prior to and following the break, shall be counted when
computing the Participant's vested percentage.

9.5  Requalification  After Five Consecutive  One-Year Breaks In Service If such
Participant  is not fully  vested upon  re-employment,  a new  account  shall be
established  for such  Participant  to separate his or her  deferred  vested and
nonforfeitable  account,  if any, from the account to which new allocations will
be made. The  Participant's  deferred  account to the extent  remaining shall be
fully  vested and shall  continue to share in  earnings  and losses of the Fund.
When  computing  the  Participant's  vested  portion  of the  new  account,  all
pre-break and post-break Service shall be counted. However, notwithstanding this
provision,  no such former  Participant  who has had five  consecutive  one-year
Breaks in Service shall acquire a larger vested and  nonforfeitable  interest in
his or her prior account balance as a result of requalification hereunder.

9.6  Calculating  Vested  Interest A  Participant's  vested  and  nonforfeitable
interest shall be calculated by multiplying  the fair market value of his or her
account  attributable to Employer  contributions on the Valuation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or her
termination date. The amount attributable to Employer contributions for purposes
of the calculation  includes  amounts  previously paid out pursuant to paragraph
6.3 and not repaid. The Participant's vested and nonforfeitable  interest,  once
calculated above,  shall be reduced to reflect those amounts previously paid out
to the Participant and not repaid by the Participant.  The Participant's  vested
and  nonforfeitable  interest  so  determined  shall  continue  to  share in the
investment earnings and any increase or decrease in the fair market value of the
Fund up to the Valuation Date preceding or coinciding with payment.

<PAGE>


9.7  Forfeitures  Any balance in the account of a Participant  who has separated
from Service to which he or she is not entitled under the foregoing  provisions,
shall be  forfeited  and applied as provided in the Adoption  Agreement.  If not
specified otherwise in the Adoption Agreement,  forfeitures will be allocated to
Participants in the same manner as the Employer's contribution. A forfeiture may
only occur if the  Participant  has received a distribution  from the Plan or if
the  Participant  has  incurred  five  consecutive  1-year  Breaks  in  Service.
Forfeitures  shall inure only to the  accounts of  Participants  of the adopting
Employer's  plan.  If  not  specified   otherwise  in  the  Adoption  Agreement,
forfeitures  shall be  allocated  at the end of the Plan Year  during  which the
former  Participant   incurs  five  consecutive   one-year  Breaks  in  Service.
Furthermore,  a Highly  Compensated  Employee's  Matching  Contributions  may be
forfeited,  even if vested, if the contributions to which they relate are Excess
Deferrals, Excess Contributions or Excess Aggregate Contributions.

9.8 Amendment Of Vesting Schedule No amendment to the Plan shall have the effect
of decreasing a Participant's  vested interest determined without regard to such
amendment  as of the later of the date such  amendment is adopted or the date it
becomes effective.  Further,  if the vesting schedule of the Plan is amended, or
the  Plan  is  amended  in any way  that  directly  or  indirectly  affects  the
computation of any Participant's  nonforfeitable  percentage,  or if the Plan is
deemed amended by an automatic change to or from a Top-Heavy  vesting  schedule,
each  Participant  with at least three Years of Service  with the  Employer  may
elect, within a reasonable period after the adoption of the amendment or change,
to have his or her  nonforfeitable  percentage  computed  under the Plan without
regard to such amendment or change.  For  Participants  who do not have at least
one Hour of  Service  in any Plan  Year  beginning  after  1988,  the  preceding
sentence  shall be applied by  substituting  "Five Years of Service"  for "Three
Years of Service"  where such  language  appears.  The period  during  which the
election may be made shall  commence  with the date the  amendment is adopted or
deemed to be made and shall end on the later of:

         (a)      60 days after the amendment is adopted;

         (b)      60 days after the amendment becomes effective; or

         (c)      60 days after the  Participant is issued written notice of the
                  amendment by the  Employer or the  Trustee.  If the Trustee is
                  asked to so  notify,  the Fund will be  charged  for the costs
                  thereof  unless the Employer  pays the charges as permitted in
                  paragraph 11.3.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's  accrued  benefit.  Notwithstanding  the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under  section  412(c)(8) of the Code  (relating to  financial  hardships).  For
purposes of this paragraph,  a Plan amendment which has the effect of decreasing
a Participant's account balance or eliminating an optional form of benefit, with
respect to  benefits  attributable  to service  before  the  amendment  shall be
treated as reducing an accrued benefit.

9.9 Service With Controlled  Groups All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)],  trades or
businesses under common control [as defined in Code Section 414(c)],  or members
of an  affiliated  service  group [as defined in Code Section  414(m)]  shall be
considered   for  purposes  of   determining  a   Participant's   nonforfeitable
percentage.

9.10  Application Of Prior Vesting Rules This Article reflects the vesting rules
in effect after  amendment for the Tax Reform Act of 1986. Any  Participant  who
separated  from  Service  prior to rendering an Hour of Service in the 1989 Plan
Year,  will  continue  to have his or her vesting  governed by the Plan's  prior
vesting rules, including, if applicable, the "rules of parity" which would allow
for certain Years of Service to be disregarded.


<PAGE>


                                    ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1  Participation In This Plan Only If the Participant does not participate in
and has never participated in another qualified plan, a Welfare Benefit Fund (as
defined in paragraph 1.89) or an individual medical account,  as defined in Code
Section 415(l)(2), maintained by the adopting Employer, which provides an Annual
Addition as defined in paragraph 1.4, the amount of Annual  Additions  which may
be credited to the Participant's account for any Limitation Year will not exceed
the lesser of the Maximum  Permissible Amount or any other limitation  contained
in this Plan. If the Employer  contribution  that would otherwise be contributed
or allocated to the  Participant's  account would cause the Annual Additions for
the  Limitation  Year to exceed  the  Maximum  Permissible  Amount,  the  amount
contributed  or allocated  will be reduced so that the Annual  Additions for the
Limitation Year will equal the Maximum Permissible Amount.  Prior to determining
the Participant's  actual Compensation for the Limitation Year, the Employer may
determine the Maximum  Permissible  Amount for a  Participant  on the basis of a
reasonable  estimate of the Participant's  Compensation for the Limitation Year,
uniformly  determined for all  Participants  similarly  situated.  As soon as is
administratively  feasible  after the end of the  Limitation  Year,  the Maximum
Permissible  Amount for the  Limitation  Year will be determined on the basis of
the Participant's actual Compensation for the Limitation Year.

10.2  Disposition Of Excess Annual Additions If pursuant to paragraph 10.1 or as
a result of the allocation of forfeitures, there is an Excess Amount, the excess
will be  disposed of under one of the  following  methods as  determined  in the
Adoption Agreement. If no election is made in the Adoption Agreement then method
"(a)" below shall apply.

     (a)  Suspense Account Method

          (1)  Any  nondeductible   Employee   Voluntary,   Required   Voluntary
               Contributions and unmatched Elective Deferrals to the extent they
               would   reduce  the  Excess   Amount  will  be  returned  to  the
               Participant. To the extent necessary to reduce the Excess Amount,
               non-Highly Compensated Employees will have all Elective Deferrals
               returned whether or not there was a corresponding match.

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

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

          (4)  If a suspense  account  is in  existence  at any time  during the
               Limitation  Year  pursuant  to  this   paragraph,   it  will  not
               participate in the allocation of investment gains and losses.  If
               a  suspense  account  is  in  existence  at  any  time  during  a
               particular Limitation Year, all amounts in the

<PAGE>


               suspense   account  must  be   allocated   and   reallocated   to
               Participants'  accounts before any Employer  contributions or any
               Employee or Voluntary  Contributions  may be made to the Plan for
               that  Limitation  Year.  Excess amounts may not be distributed to
               Participants or former Participants.

     (b)  Spillover Method

          (1)  Any  nondeductible   Employee   Voluntary,   Required   Voluntary
               Contributions and unmatched Elective Deferrals to the extent they
               would   reduce  the  Excess   Amount  will  be  returned  to  the
               Participant. To the extent necessary to reduce the Excess Amount,
               non-Highly Compensated Employees will have all Elective Deferrals
               returned whether or not there was a corresponding match.

          (2)  Any Excess  Amount  which would be allocated to the account of an
               individual  Participant under the Plan's allocation  formula will
               be reallocated to other  Participants in the same manner as other
               Employer contributions. No such reallocation shall be made to the
               extent that it will result in an Excess  Amount being  created in
               such Participant's own account.

          (3)  To the extent that amounts cannot be reallocated under (1) above,
               the suspense account provisions of (a) above will apply.

10.3   Participation  In  This  Plan  And  Another  Regional  Prototype  Defined
Contribution   Plan,   Welfare  Benefit  Fund,  Or  Individual  Medical  Account
Maintained  By The  Employer  The Annual  Additions  which may be  credited to a
Participant's  account under this Plan for any  Limitation  Year will not exceed
the Maximum  Permissible  Amount reduced by the Annual  Additions  credited to a
Participant's  account under the other Regional  Prototype Defined  Contribution
plans and Welfare  Benefit Funds and individual  medical  accounts as defined in
Code Section  415(l)(2),  maintained  by the  Employer,  which provide an Annual
Addition as defined in  paragraph  1.4,  for the same  Limitation  Year.  If the
Annual   Additions,   with  respect  to  the  Participant  under  other  Defined
Contribution  Plans and Welfare  Benefit Funds  maintained by the Employer,  are
less than the Maximum  Permissible  Amount and the  Employer  contribution  that
would otherwise be contributed or allocated to the  Participant's  account under
this Plan would cause the Annual  Additions  for the  Limitation  Year to exceed
this limitation, the amount contributed or allocated will be reduced so that the
Annual  Additions  under all such plans and funds for the  Limitation  Year will
equal the Maximum  Permissible  Amount.  If the Annual Additions with respect to
the Participant under such other Defined  Contribution Plans and Welfare Benefit
Funds in the  aggregate  are equal to or greater  than the  Maximum  Permissible
Amount, no amount will be contributed or allocated to the Participant's  account
under this Plan for the Limitation Year. Prior to determining the  Participant's
actual  Compensation  for the  Limitation  Year,  the Employer may determine the
Maximum  Permissible  Amount  for a  Participant  in  the  manner  described  in
paragraph  10.1.  As  soon as  administratively  feasible  after  the end of the
Limitation Year, the Maximum  Permissible Amount for the Limitation Year will be
determined  on the  basis  of the  Participant's  actual  Compensation  for  the
Limitation Year.

10.4  Disposition  Of Excess Annual  Additions  Under Two Plans If,  pursuant to
paragraph 10.3 or as a result of forfeitures,  a Participant's  Annual Additions
under  this Plan and such other  plans  would  result in an Excess  Amount for a
Limitation  Year,  the  Excess  Amount  will be deemed to  consist of the Annual
Additions last allocated except that Annual Additions  attributable to a Welfare
Benefit  Fund or an  individual  medical  account  as  defined  in Code  Section
415(l)(2) will be deemed to have been allocated  first  regardless of the actual
allocation  date.  If an Excess  Amount was  allocated  to a  Participant  on an
allocation  date of this Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to this Plan will be the product of:


<PAGE>

     (a)  the total Excess Amount allocated as of such date, times

     (b)  the ratio of:

          (1)  the  Annual  Additions  allocated  to  the  Participant  for  the
               Limitation Year as of such date under the Plan, to

          (2)  the total Annual  Additions  allocated to the Participant for the
               Limitation  Year as of such  date  under  this and all the  other
               qualified Master or Prototype Defined Contribution Plans.

  Any Excess  Amount  attributed  to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5  Participation In This Plan And Another Defined  Contribution Plan Which Is
Not A  Regional  Prototype  Plan If the  Participant  is covered  under  another
qualified  Defined  Contribution  Plan maintained by the Employer which is not a
Regional  Prototype  Plan,  Annual  Additions  which  may  be  credited  to  the
Participant's account under this Plan for any Limitation Year will be limited in
accordance  with paragraphs 10.3 and 10.4 as though the other plan were a Master
or  Prototype  Plan,  unless the  Employer  provides  other  limitations  in the
Adoption Agreement.

10.6  Participation  In This Plan And A  Defined  Benefit  Plan If the  Employer
maintains, or at any time maintained,  a qualified Defined Benefit Plan covering
any Participant in this Plan, the sum of the Participant's  Defined Benefit Plan
Fraction  and  Defined  Contribution  Plan  Fraction  will not exceed 1.0 in any
Limitation  Year.  For any Plan Year  during  which the Plan is  Top-Heavy,  the
Defined Benefit and Defined  Contribution  Plan Fractions shall be calculated in
accordance with Code Section 416(h).  The Annual Additions which may be credited
to the  Participant's  account under this Plan for any  Limitation  Year will be
limited in accordance with the provisions set forth in the Adoption Agreement.

10.7  Limitations On  Allocations In any Plan Year in which the Top-Heavy  Ratio
exceeds 90% (i.e.,  the Plan becomes Super  Top-Heavy),  the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.15) and Defined Contribution
Fraction  (as defined in  paragraph  1.18)  shall be computed  using 100% of the
dollar limitation instead of 125%.

10.8 Average  Deferral  Percentage (ADP) Test With respect to any Plan Year, the
Average  Deferral   Percentage  for  Participants  who  are  Highly  Compensated
Employees  and  the  Average  Deferral   Percentage  for  Participants  who  are
non-Highly Compensated Employees must satisfy one of the following tests:

     (a)  Basic Test - The Average Deferral  Percentage for Participants who are
          Highly  Compensated  Employees for the Plan Year is not more than 1.25
          times  the  Average  Deferral  Percentage  for  Participants  who  are
          non-Highly Compensated Employees for the same Plan Year, or

     (b)  Alternative  Test - The Average  Deferral  Percentage for Participants
          who are Highly Compensated Employees for the Plan Year does not exceed
          the Average  Deferral  Percentage for  Participants who are non-Highly
          Compensated Employees for the same Plan Year by more than 2 percentage
          points provided that the Average Deferral  Percentage for Participants
          who are Highly  Compensated  Employees  is not more than 2.0 times the
          Average  Deferral  Percentage  for  Participants  who  are  non-Highly
          Compensated Employees.




10.9     Special Rules Relating To Application Of ADP Test

     (a)  The Actual  Deferral  Percentage for any  Participant  who is a Highly
          Compensated  Employee  for the Plan Year and who is  eligible  to have
          Elective  Deferrals  (and  Qualified  Non-Elective   Contributions  or
          Qualified  Matching  Contributions,  or both,  if treated as  Elective
          Deferrals  for  purposes  of the  ADP  test)  allocated  to his or her
          accounts  under two or more  arrangements  described  in Code  Section
          401(k), that are maintained by the Employer, shall be determined as if
          such  Elective   Deferrals   (and,  if   applicable,   such  Qualified
          Non-Elective  Contributions or Qualified  Matching  Contributions,  or
          both) were made under a single  arrangement.  If a Highly  Compensated
          Employee  participates  in two or more cash or  deferred  arrangements
          that have  different  Plan Years,  all cash or  deferred  arrangements
          ending  with or within  the same  calendar  year shall be treated as a
          single arrangement.

     (b)  In the  event  that  this  Plan  satisfies  the  requirements  of Code
          Sections 401(k),  401(a)(4), or 410(b), only if aggregated with one or
          more  other  plans,  or  if  one  or  more  other  plans  satisfy  the
          requirements  of such Code Sections only if aggregated with this Plan,
          then this Section shall be applied by determining  the Actual Deferral
          Percentage  of Employees as if all such plans were a single plan.  For
          Plan Years beginning  after 1989,  plans may be aggregated in order to
          satisfy Code Section 401(k) only if they have the same Plan Year.

     (c)  For  purposes  of  determining  the Actual  Deferral  Percentage  of a
          Participant  who  is  a  5-percent  owner  or  one  of  the  ten  most
          highest-paid Highly Compensated Employees, the Elective Deferrals (and
          Qualified    Non-Elective    Contributions   or   Qualified   Matching
          Contributions,  or both, if treated as Elective Deferrals for purposes
          of the ADP test) and  Compensation of such  Participant  shall include
          the Elective  Deferrals  (and, if applicable,  Qualified  Non-Elective
          Contributions and Qualified Matching  Contributions,  or both) for the
          Plan Year of Family Members as defined in paragraph 1.35 of this Plan.
          Family  Members,  with respect to such Highly  Compensated  Employees,
          shall be disregarded as separate Employees in determining the ADP both
          for  Participants  who are  non-Highly  Compensated  Employees and for
          Participants  who are Highly  Compensated  Employees.  In the event of
          repeal of the family  aggregation rules under Code Section  414(q)(6),
          all  applications  of such rules  under this Plan will cease as of the
          effective date of such repeal.

     (d)  For  purposes  of  determining  the  ADP  test,   Elective  Deferrals,
          Qualified   Non-Elective    Contributions   and   Qualified   Matching
          Contributions  must be made  before  the last day of the  twelve-month
          period  immediately  following  the Plan  Year to which  contributions
          relate.

     (e)  The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction of the ADP test and the amount of Qualified  Non-Elective
          Contributions or Qualified  Matching  Contributions,  or both, used in
          such test.

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

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


<PAGE>


10.11 Average Contribution  Percentage (ACP) Test If the Employer makes Matching
Contributions  or if the Plan allows  Employees to make Voluntary  Contributions
the Plan must meet additional nondiscrimination requirements provided under Code
Section  401(m).  If Employee  Contributions  (including any Elective  Deferrals
recharacterized as Voluntary Contributions) are made pursuant to this Plan, then
in  addition  to  the  ADP  test  referenced  in  paragraph  10.8,  the  Average
Contribution  Percentage  test  is also  applicable.  The  Average  Contribution
Percentage for Participants who are Highly  Compensated  Employees for each Plan
Year and the Average Contribution Percentage for Participants who are Non-Highly
Compensated  Employees  for the same Plan Year must satisfy one of the following
tests:

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

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

10.12    Special Rules Relating To Application Of ACP Test

     (a)  If one or more Highly Compensated Employees participate in both a cash
          or deferred  arrangement and a plan subject to the ACP test maintained
          by the  Employer  and  the sum of the  ADP  and  ACP of  those  Highly
          Compensated  Employees  subject  to either or both tests  exceeds  the
          Aggregate  Limit,  then  the ADP or ACP of  those  Highly  Compensated
          Employees who also participate in a cash or deferred  arrangement will
          be reduced (beginning with such Highly Compensated  Employee whose ACP
          is the  highest) as set forth in the  Adoption  Agreement  so that the
          limit is not  exceeded.  The amount by which each  Highly  Compensated
          Employee's Contribution Percentage Amounts is reduced shall be treated
          as an Excess  Aggregate  Contribution.  The ADP and ACP of the  Highly
          Compensated Employees are determined after any corrections required to
          meet the ADP and ACP  tests.  Multiple  use does not occur if both the
          ADP and ACP of the Highly  Compensated  Employees does not exceed 1.25
          multiplied by the ADP and ACP of the non-Highly Compensated Employees.

     (b)  For purposes of this  Article,  the  Contribution  Percentage  for any
          Participant who is a Highly  Compensated  Employee and who is eligible
          to  have  Contribution  Percentage  Amounts  allocated  to  his or her
          account under two or more plans described in Code Section  401(a),  or
          arrangements  described in Code Section  401(k) that are maintained by
          the Employer, shall be determined as if the total of such Contribution
          Percentage  Amounts was made under each Plan. If a Highly  Compensated
          Employee  participates  in two or more cash or  deferred  arrangements
          that have  different  plan years,  all cash or  deferred  arrangements
          ending  with or within  the same  calendar  year shall be treated as a
          single arrangement.

     (c)  In the  event  that  this  Plan  satisfies  the  requirements  of Code
          Sections  401(a)(4),  401(m), or 410(b) only if aggregated with one or
          more  other  plans,  or  if  one  or  more  other  plans  satisfy  the
          requirements  of such Code Sections only if aggregated with this Plan,
          then this Section  shall be applied by  determining  the  Contribution


<PAGE>

          Percentage  of Employees as if all such plans were a single plan.  For
          Plan Years beginning  after 1989,  plans may be aggregated in order to
          satisfy Code Section 401(m) only if the aggregated plans have the same
          Plan Year.

     (d)  For  purposes  of  determining  the   Contribution   percentage  of  a
          Participant  who is a  five-percent  owner  or one  of  the  ten  most
          highest-paid,   Highly   Compensated   Employees,   the   Contribution
          Percentage  Amounts and Compensation of such Participant shall include
          the Contribution Percentage Amounts and Compensation for the Plan Year
          of Family  Members as defined in paragraph  1.35 of this Plan.  Family
          Members,  with  respect  to  Highly  Compensated  Employees,  shall be
          disregarded  as separate  Employees in  determining  the  Contribution
          Percentage  both  for  Participants  who  are  non-Highly  Compensated
          Employees and for Participants who are Highly  Compensated  Employees.
          In the event of repeal of the  family  aggregation  rules  under  Code
          Section 414(q)(6), all applications of such rules under this Plan will
          cease as of the effective date of such repeal.

     (e)  For purposes of determining the Contribution Percentage test, Employee
          Contributions  are  considered  to have  been made in the Plan Year in
          which contributed to the trust.  Matching  Contributions and Qualified
          Non-Elective  Contributions will be considered made for a Plan Year if
          made no later than the end of the twelve-month period beginning on the
          day after the close of the Plan Year.

     (f)  The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction of the ACP test and the amount of Qualified  Non-Elective
          Contributions or Qualified  Matching  Contributions,  or both, used in
          such test.

     (g)  The determination and treatment of the Contribution  Percentage of any
          Participant shall satisfy such other requirements as may be prescribed
          by the Secretary of the Treasury.

     (h)  Qualified   Matching    Contributions   and   Qualified   Non-Elective
          Contributions  used to satisfy the ADP test may not be used to satisfy
          the ACP test.


<PAGE>


                                   ARTICLE XI

                                 ADMINISTRATION

11.1 Plan  Administrator  The  Employer  shall be the named  fiduciary  and Plan
Administrator. These duties shall include:

     (a)  appointing the Plan's attorney, accountant,  actuary, custodian or any
          other party needed to administer the Plan or the Fund,

     (b)  directing  the Trustee or custodian  with respect to payments from the
          Fund,

     (c)  communicating  with  Employees   regarding  their   participation  and
          benefits under the Plan,  including the  administration  of all claims
          procedures,

     (d)  filing any returns  and reports  with the  Internal  Revenue  Service,
          Department of Labor, or any other governmental agency,

     (e)  reviewing and approving any financial reports,  investment reviews, or
          other reports  prepared by any party  appointed by the Employer  under
          paragraph (a),

     (f)  establishing  a funding policy and  investment  objectives  consistent
          with  the  purposes  of the Plan and the  Employee  Retirement  Income
          Security Act of 1974, and

     (g)  construing and resolving any question of Plan interpretation. The Plan
          Administrator's    interpretation   of   Plan   provisions   including
          eligibility and benefits under the Plan is final, and unless it can be
          shown to be arbitrary and capricious  will not be subject to "de novo"
          review.

11.2  Trustee  The  Trustee  shall  be  responsible  for the  administration  of
investments held in the Fund. These duties shall include:

     (a)  receiving contributions under the terms of the Plan,

     (b)  making   distributions  from  the  Fund  in  accordance  with  written
          instructions  received  from  an  authorized   representative  of  the
          Employer,

     (c)  keeping accurate records reflecting its administration of the Fund and
          making such  records  available  to the Employer for review and audit.
          Within 90 days  after  each Plan  Year,  and  within 90 days after its
          removal or  resignation,  the Trustee  shall file with the Employer an
          accounting of its  administration of the Fund during such year or from
          the  end of  the  preceding  Plan  Year  to the  date  of  removal  or
          resignation.  Such  accounting  shall  include  a  statement  of  cash
          receipts and  disbursements  since the date of its last accounting and
          shall  contain  an  asset  list  showing  the  fair  market  value  of
          investments held in the Fund as of the end of the Plan Year. The value
          of marketable  investments  shall be determined  using the most recent
          price  quoted on a national  securities  exchange  or over the counter
          market. The value of non-marketable investments shall be determined in
          the sole judgement of the Trustee which determination shall be binding
          and conclusive.  The value of investments in securities or obligations
          of the Employer in which there is no market shall be determined in the
          sole  judgement  of  the  Employer  and  the  Trustee  shall  have  no
          responsibility  with  respect to the  valuation  of such  assets.  The
          Employer shall review the Trustee's

<PAGE>


          accounting  and notify the Trustee in the event of its  disapproval of
          the  report  within  90 days,  providing  the  Trustee  with a written
          description  of the items in question.  The Trustee shall have 60 days
          to provide the  Employer  with a written  explanation  of the items in
          question.  If the Employer again  disapproves,  the Trustee shall file
          its  accounting  in a court of  competent  jurisdiction  for audit and
          adjudication, and

     (d)  employing such agents, attorneys or other professionals as the Trustee
          may deem necessary or advisable in the performance of its duties.

The Trustee's  duties shall be limited to those  described  above.  The Employer
shall be responsible for any other administrative duties required under the Plan
or by applicable law.

11.3 Administrative Fees And Expenses All reasonable costs, charges and expenses
incurred by the Trustee in connection  with the  administration  of the Fund and
all reasonable costs, charges and expenses incurred by the Plan Administrator in
connection  with the  administration  of the  Plan  (including  fees  for  legal
services  rendered  to the  Trustee  or Plan  Administrator)  may be paid by the
Employer, but if not paid by the Employer when due, shall be paid from the Fund.
Such reasonable  compensation to an institutional  Trustee as may be agreed upon
from time to time  between the  Employer  and the  Trustee  and such  reasonable
compensation to the Plan  Administrator  as may be agreed upon from time to time
between the Employer and Plan Administrator may be paid by the Employer,  but if
not paid by the Employer  when due shall be paid by the Fund.  The Trustee shall
have the right to liquidate trust assets to cover its fees.  Notwithstanding the
foregoing,  no compensation  other than reimbursement for expenses shall be paid
to a Trustee or Plan  Administrator who is the Employer or a full-time  Employee
of the Employer.  In the event any part of the Trust Account  becomes subject to
tax, all taxes incurred will be paid from the Fund unless the Plan Administrator
advises the Trustee not to pay such tax.

11.4     Division Of Duties And Indemnification

     (a)  The Trustee  shall have the  authority  and  discretion  to manage and
          govern the Fund to the extent  provided in this  instrument,  but does
          not  guarantee  the  Fund in any  manner  against  investment  loss or
          depreciation  in asset value, or guarantee the adequacy of the Fund to
          meet and discharge all or any liabilities of the Plan.

     (b)  The Trustee  shall not be liable for the making,  retention or sale of
          any investment or reinvestment made by it, as herein provided,  or for
          any loss to,  or  diminution  of the Fund,  or for any  other  loss or
          damage  which may result from the  discharge  of its duties  hereunder
          except to the extent it is judicially  determined that the Trustee has
          failed to exercise the care,  skill,  prudence and diligence under the
          circumstances  then  prevailing that a prudent person acting in a like
          capacity and familiar with such matters would use in the conduct of an
          enterprise of a like character with like aims.

     (c)  The Employer  warrants that all directions issued to the Trustee by it
          or the Plan  Administrator will be in accordance with the terms of the
          Plan and not contrary to the  provisions  of the  Employee  Retirement
          Income Security Act of 1974 and Regulations issued thereunder.

     (d)  The Trustee shall not be answerable  for any action taken  pursuant to
          any direction, consent, certificate, or other paper or document on the
          belief that the same is genuine and signed by the proper  person.  All
          directions  by the  Employer  or the  Plan  Administrator  shall be in
          writing.  The  Employer  shall  deliver  to the  Trustee  certificates
          evidencing  the  individual  or  individuals  authorized to act as set
          forth in the Adoption  Agreement  or as the Employer may  subsequently
          inform  the  Trustee  in  writing  and shall  deliver  to the  Trustee
          specimens of their  signatures.  (e) The duties and obligations of the
          Trustee  shall be limited to those  expressly  imposed upon it by this
          instrument or subsequently agreed upon by the parties.  Responsibility
          for  administrative  duties  required under the Plan or applicable law
          not  expressly  imposed  upon or agreed to by the  Trustee  shall rest
          solely with the Employer.


<PAGE>

     (e)  The duties and  obligations  of the Trustee  shall be limited to those
          expressly  imposed upon it by this instrument or  subsequently  agreed
          upon by the parties. Responsibility for administrative duties required
          under the Plan or applicable law not expressly  imposed upon or agreed
          to by the Trustee shall rest solely with the Employer.

     (f)  The Trustee shall be  indemnified  and saved  harmless by the Employer
          from and  against  any and all  liability  to which the Trustee may be
          subjected,  including all expenses reasonably incurred in its defense,
          for any action or failure to act resulting  from  compliance  with the
          instructions of the Employer, the employees or agents of the Employer,
          the Plan  Administrator,  or any other  fiduciary to the Plan, and for
          any   liability   arising  from  the  actions  or  nonactions  of  any
          predecessor trustee, custodian or other fiduciaries of the Plan.

     (g)  The Trustee shall not be responsible in any way for the application of
          any payments it is directed to make or for the adequacy of the Fund to
          meet and discharge any and all liabilities under the Plan.


<PAGE>


                                   ARTICLE XII

                               TRUST FUND ACCOUNT

12.1 The Fund The Fund shall consist of all contributions made under Article III
and Article IV of the Plan and the investment thereof and earnings thereon.  All
contributions and the earnings thereon less payments made under the terms of the
Plan,  shall  constitute the Fund. The Fund shall be administered as provided in
this document.

12.2  Control Of Plan  Assets The assets of the Fund or  evidence  of  ownership
shall be held by the Trustee under the terms of the Plan and Trust  Account.  If
the assets represent amounts transferred from another trustee or custodian under
a former plan,  the Trustee named  hereunder  shall not be  responsible  for the
propriety of any investment under the former plan.

12.3 Exclusive  Benefit Rules No part of the Fund shall be used for, or diverted
to,  purposes  other  than for the  exclusive  benefit of  Participants,  former
Participants  with a vested interest,  and the beneficiary or beneficiaries of a
deceased  Participant  having a vested  interest in the Fund at the death of the
Participant.

12.4 Assignment And Alienation Of Benefits No right or claim to, or interest in,
any part of the  Fund,  or any  payment  from  the  Fund,  shall be  assignable,
transferable, or subject to sale, mortgage, pledge, hypothecation,  commutation,
anticipation,  garnishment,  attachment,  execution,  or levy of any  kind.  The
Trustee  shall not recognize any attempt to assign,  transfer,  sell,  mortgage,
pledge,  hypothecate,  commute,  or  anticipate  the same,  except to the extent
required  by law.  The  preceding  sentences  shall also apply to the  creation,
assignment,  or recognition of a right to any benefit  payable with respect to a
Participant  pursuant  to a  domestic  relations  order,  unless  such  order is
determined  to be a  Qualified  Domestic  Relations  Order,  as  defined in Code
Section 414(p),  or any domestic  relations order entered before January 1, 1985
which the Plan attorney and Plan Administrator deem to be qualified.

12.5  Determination  Of  Qualified  Domestic  Relations  Order (QDRO) A domestic
relations  order shall  specifically  state all of the  following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

     (a)  The name and last known  mailing  address (if any) of the  Participant
          and of each alternate payee covered by the domestic  relations  order.
          However,  if the domestic relations order does not specify the current
          mailing address of the alternate payee, but the Plan Administrator has
          independent  knowledge of that address,  the domestic  relations order
          may still be a valid QDROs.

     (b)  The dollar  amount or percentage  of the  Participant's  benefit to be
          paid by the Plan to each alternate  payee,  or the manner in which the
          amount or percentage will be determined.

     (c)  The  number of  payments  or period for which the  domestic  relations
          order applies.

     (d)  The  specific  plan (by name) to which the  domestic  relations  order
          applies.

A domestic relations order shall not be deemed a QDRO if it requires the Plan to
provide:

     (e)  any type or form of benefit, or any option not already provided for in
          the Plan;

     (f)  increased benefits,  or benefits in excess of the Participant's vested
          rights;

<PAGE>


     (g)  payment of a benefit  earlier  than  allowed  by the  Plan's  earliest
          retirement  provisions or in the case of a profit-sharing  plan, prior
          to the allowability of in-service withdrawals, or

     (h)  payment of benefits  to an  alternate  payee which are  required to be
          paid to another alternate payee under another QDRO.

Promptly,  upon receipt of a domestic relations order ("Order") which may or may
not be "Qualified",  the Plan Administrator shall notify the Participant and any
alternate  payee(s)  named in the Order of such  receipt,  and include a copy of
this paragraph 12.5. The Plan Administrator  shall then forward the Order to the
Plan's  legal  counsel  for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section  414(p).  Within a reasonable  time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a  determination  as to its  "Qualified"  status  and  the  Participant  and any
alternate payee(s) shall be promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question,  there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the  alternate  payee(s) if the Order had been deemed a QDRO. If
the Order is not Qualified,  or the status is not resolved (for example,  it has
been sent back to the Court for clarification or modification)  within 18 months
beginning with the date the first payment would have to be made under the Order,
the Plan  Administrator  shall pay the  segregated  amounts plus interest to the
person(s)  who would have been entitled to the benefits had there been no Order.
If a  determination  as to the  Qualified  status of the Order is made after the
18-month  period  described  above,  then the Order  shall  only be applied on a
prospective  basis. If the Order is determined to be a QDRO, the Participant and
alternate  payee(s) shall again be notified  promptly after such  determination.
Once an  Order  is  deemed  a QDRO,  the  Plan  Administrator  shall  pay to the
alternate  payee(s)  all the  amounts due under the QDRO,  including  segregated
amounts plus interest  which may have accrued during a dispute as to the Order's
qualification.

Unless specified  otherwise in the Adoption  Agreement,  the earliest retirement
age with regard to the  Participant  against whom the order is entered  shall be
the date the order is determined  to be qualified.  This will only allow payouts
to alternate payee(s) and not the Participant.


<PAGE>


                                  ARTICLE XIII

                                   INVESTMENTS

13.1  Fiduciary  Standards The Trustee  shall invest and reinvest  principal and
income in the same Fund in accordance with the investment objectives established
by the Employer, provided that:

     (a)  such  investments  are prudent  under the Employee  Retirement  Income
          Security Act of 1974 and the regulations promulgated thereunder,

     (b)  such investments are sufficiently  diversified or otherwise insured or
          guaranteed to minimize the risk of large losses, and

     (c)  such  investments  are similar to those which  would be  purchased  by
          another  professional  money  manager  for a like  plan  with  similar
          investment objectives.

13.2 Trustee  Appointment  Shall be appointed by the Employer in accordance with
paragraph 1.85.

13.3  Investment  Alternatives  Of The Trustee The Trustee  shall  implement  an
investment  program  based  on the  Employer's  investment  objectives  and  the
Employee  Retirement Income Security Act of 1974. In addition to powers given by
law, the Trustee may:

     (a)  invest  the  Fund  in any  form  of  property,  including  common  and
          preferred stocks,  exchange traded put and call options,  bonds, money
          market  instruments,  mutual  funds  (including  funds  for  which the
          Trustee  or its  affiliates  serve  as  investment  advisor),  savings
          accounts,  certificates of deposit, Treasury bills, insurance policies
          and contracts,  or in any other property,  real or personal,  having a
          ready market. The Trustee may invest in time deposits  (including,  if
          applicable,  its own or those of  affiliates)  which bear a reasonable
          interest rate. No portion of any Qualified Voluntary Contribution,  or
          the earnings thereon,  may be invested in life insurance contracts or,
          as with any  Participant-directed  investment,  in  tangible  personal
          property  characterized  by the IRS as a collectible,  other than U.S.
          Government or State issued gold and silver coins,

     (b)  transfer  any  assets  of the  Fund to a  group  or  collective  trust
          established  to permit the  pooling of funds of  separate  pension and
          profit-sharing trusts, provided the Internal Revenue Service has ruled
          such group or  collective  trust to be  qualified  under Code  Section
          401(a) and exempt  under Code Section  501(a) or to any other  common,
          collective,  or commingled  trust fund. Such  commingling of assets of
          the  Fund  with  assets  of other  qualified  trusts  is  specifically
          authorized,  and to the extent of the investment of the Fund in such a
          group or collective  trust,  the terms of the instrument  establishing
          the group or  collective  trust  shall be a part  hereof as though set
          forth herein,

     (c)  invest up to 100% of the Fund in the common stock,  debt  obligations,
          or any other security issued by the Employer or by an affiliate of the
          Employer within the limitations  provided under Sections 406, 407, and
          408 of the Employee Retirement Income Security Act of 1974 and further
          provided  that  such  investment  does  not  constitute  a  prohibited
          transaction  under Code Section 4975. Any such  investment in Employer
          securities  shall only be made upon written  direction of the Employer
          who shall be solely responsible for propriety of such investment,

     (d)  hold cash  uninvested  and  deposit  same with any  banking or savings
          institution,


<PAGE>


     (e)  join in or oppose the reorganization, recapitalization, consolidation,
          sale or merger of corporations or properties, including those in which
          it is interested as Trustee, upon such terms as it deems wise,

     (f)  hold investments in nominee or bearer form,

     (g)  vote  proxies  and,  if  appropriate,  pass them on to any  investment
          manager  which may have  directed the  investment in the equity giving
          rise to the proxy,

     (h)  exercise all ownership rights with respect to assets held in the Fund.

13.4 Participant Loans If permitted by the Employer in the Adoption Agreement, a
Plan Participant may make application to the Employer requesting a loan from the
Fund.  The  Employer  shall  have the sole  right to  approve  or  disapprove  a
Participant's  application  provided  that loans shall be made  available to all
Participants on a reasonably equivalent basis. Loans shall not be made available
to Highly Compensated Employees [as defined in Code Section 414(q)] in an amount
greater  than the amount made  available  to other  Employees.  Any loan granted
under the Plan shall be made subject to the following rules:

     (a)  No loan, when aggregated  with any  outstanding  Participant  loan(s),
          shall exceed the lesser of (i) $50,000 reduced by the excess,  if any,
          of the highest outstanding balance of loans during the one year period
          ending  on the day  before  the  loan is made,  over  the  outstanding
          balance  of  loans  from the Plan on the date the loan is made or (ii)
          one-half of the fair market value of a  Participant's  Vested  Account
          Balance built up from Employer Contributions, Voluntary Contributions,
          and  Rollover  Contributions.  If  the  Participant's  Vested  Account
          Balance  is  $20,000 or less,  the  maximum  loan shall not exceed the
          lesser of $10,000 or 100% of the Participant's Vested Account Balance.
          For the purpose of the above  limitation,  all loans from all plans of
          the  Employer and other  members of a group of employers  described in
          Code Sections 414(b), 414(c), and 414(m) are aggregated. An assignment
          or pledge of any portion of the Participant's interest in the Plan and
          a loan,  pledge, or assignment with respect to any insurance  contract
          purchased  under  the  Plan,  will be  treated  as a loan  under  this
          paragraph.

     (b)  All  applications  must be made on forms  provided by the Employer and
          must be signed by the Participant.

     (c)  Any loan  shall  bear  interest  at a rate  reasonable  at the time of
          application,  considering  the  purpose of the loan and the rate being
          charged  by  representative  commercial  banks in the local area for a
          similar  loan unless the  Employer  sets forth a different  method for
          determining  loan  interest  rates  in its loan  procedures.  The loan
          agreement  shall  also  provide  that the  payment  of  principal  and
          interest be  amortized  in level  payments  not less  frequently  than
          quarterly.

     (d)  The term of such loan shall not exceed  five years  except in the case
          of  a  loan  for  the  purpose  of  acquiring  any  house,  apartment,
          condominium,  or mobile home (not used on a transient  basis) which is
          used or is to be  used  within  a  reasonable  time  as the  principal
          residence  of  the  Participant.  The  term  of  such  loan  shall  be
          determined by the Employer  considering  the maturity  dates quoted by
          representative commercial banks in the local area for a similar loan.


<PAGE>


     (e)  The principal  and interest  paid by a Participant  on his or her loan
          shall be credited to the Fund in the same manner as for any other Plan
          investment. If elected in the Adoption Agreement, loans may be treated
          as  segregated  investments  of  the  individual  Participants.   This
          provision  is  not   available   if  its   election   will  result  in
          discrimination in operation of the Plan.

     (f)  If a Participant's loan application is approved by the Employer,  such
          Participant  shall be required  to sign a note,  loan  agreement,  and
          assignment  of  one-half  of his  or  her  interest  in  the  Fund  as
          collateral  for the  loan.  The  Participant,  except in the case of a
          profit-sharing  plan satisfying the requirements of paragraph 8.7 must
          obtain the  consent of his or her  Spouse,  if any,  within the 90 day
          period before the time his or her account  balance is used as security
          for the loan. A new consent is required if the account balance is used
          for any  renegotiation,  extension,  renewal or other  revision of the
          loan, including an increase in the amount thereof. The consent must be
          written,  must  acknowledge  the  effect  of the  loan,  and  must  be
          witnessed  by a plan  representative  or notary  public.  Such consent
          shall subsequently be binding with respect to the consenting Spouse or
          any subsequent Spouse.

     (g)  If a valid Spousal  consent has been obtained,  then,  notwithstanding
          any other  provision  of this Plan,  the portion of the  Participant's
          Vested Account Balance used as a security interest held by the Plan by
          reason of a loan  outstanding to the  Participant  shall be taken into
          account for purposes of determining  the amount of the account balance
          payable  at the  time  of  death  or  distribution,  but  only  if the
          reduction is used as  repayment of the loan.  If less than 100% of the
          Participant's vested account balance (determined without regard to the
          preceding  sentence)  is payable  to the  Surviving  Spouse,  then the
          account balance shall be adjusted by first reducing the Vested Account
          Balance by the amount of the  security  used as repayment of the loan,
          and then determining the benefit payable to the Surviving Spouse.

     (h)  The  Employer  may  also  require  additional  collateral  in order to
          adequately secure the loan.

     (i)  A Participant's  loan shall immediately become due and payable if such
          Participant  terminates  employment  for any reason or fails to make a
          principal  and/or interest  payment as provided in the loan agreement.
          If  such  Participant  terminates   employment,   the  Employer  shall
          immediately  request payment of principal and interest on the loan. If
          the Participant  refuses payment following  termination,  the Employer
          shall reduce the Participant's Vested Account Balance by the remaining
          principal and interest on his or her loan. If the Participant's Vested
          Account  Balance is less than the amount due, the Employer  shall take
          whatever  steps are necessary to collect the balance due directly from
          the Participant.  However, no foreclosure on the Participant's note or
          attachment  of the  Participant's  account  balance will occur until a
          distributable event occurs in the Plan.

13.5 Insurance Policies If permitted by the Employer in the Adoption  Agreement,
Employees may elect the purchase of life  insurance  policies under the Plan. If
elected, the maximum annual premium for a whole life policy shall not exceed 50%
of  the  aggregate  Employer  contributions   allocated  to  the  account  of  a
Participant.  For profit-sharing plans the 50% test need only be applied against
Employer contributions  allocated in the last two years. Whole life policies are
policies with both nondecreasing death benefits and nonincreasing  premiums. The
maximum  annual  premium for term  contracts or universal  life policies and all
other  policies  which are not whole  life  shall not  exceed  25% of  aggregate
Employer contributions  allocated to the account of a Participant.  The two year
rule for profit-sharing  plans again applies.  The maximum annual premiums for a
Participant  with  both a whole  life  and a term  contract  or  universal  life
policies  shall be limited to one-half of the whole life

<PAGE>


premium,  plus the term  premium,  but shall  not  exceed  25% of the  aggregate
Employer contributions allocated to the account of a Participant, subject to the
two year rule for  profit-sharing  plans. Any policies purchased under this Plan
shall be held subject to the following rules:

     (a)  The Trustee shall be applicant and owner of any policies issued.

     (b)  All   policies   or   contracts   purchased,   shall  be  endorsed  as
          nontransferable, and must provide that proceeds will be payable to the
          Trustee;  however,  the  Trustee  shall  be  required  to pay over all
          proceeds of the contracts to the Participant's  Designated Beneficiary
          in accordance with the distribution  provisions of this Plan. Under no
          circumstances shall the Trust retain any part of the proceeds.


     (c)  Each  Participant  shall be entitled to designate a beneficiary  under
          the terms of any contract  issued;  however,  such designation will be
          given  to the  Trustee  which  must be the  named  beneficiary  on any
          policy.  Such designation shall remain in force,  until revoked by the
          Participant,  by filing a new  beneficiary  designation  form with the
          Trustee. A Participant's Spouse will be the Designated  Beneficiary of
          the proceeds in all circumstances unless a Qualified Election has been
          made in accordance  with paragraph 8.4. The  beneficiary of a deceased
          Participant   shall  receive  in  addition  to  the  proceeds  of  the
          Participant's  policy  or  policies,   the  amount  credited  to  such
          Participant's investment account.

     (d)  A Participant  who is uninsurable  or insurable at substandard  rates,
          may elect to receive a reduced amount of insurance,  if available,  or
          may waive the purchase of any insurance.

     (e)  All dividends or other returns received on any policy purchased, shall
          be applied to reduce the next  premium  due on such  policy,  or if no
          further  premium is due,  such amount shall be credited to the Fund as
          part of the account of the Participant for whom the policy is held.

     (f)  If Employer  contributions  are  inadequate to pay all premiums on all
          insurance  policies,  the Trustee may, at the option of the  Employer,
          utilize other amounts remaining in each  Participant's  account to pay
          the premiums on his or her  respective  policy or policies,  allow the
          policies to lapse, reduce the policies to a level at which they may be
          maintained,  or borrow  against  the  policies  on a  prorated  basis,
          provided  that the  borrowing  does not  discriminate  in favor of the
          policies  on  the  lives  of   officers,   shareholders,   and  Highly
          Compensated Employees.

     (g)  On retirement or  termination  of  employment  of a  Participant,  the
          Employer shall direct the Trustee to cash surrender the  Participant's
          policy and credit the proceeds to his or her account for  distribution
          under the terms of the Plan.  However,  before so doing,  the  Trustee
          shall  first  offer  to  transfer  ownership  of  the  policy  to  the
          Participant  in exchange  for payment by the  Participant  of the cash
          value of the policy at the time of  transfer.  Such  payment  shall be
          credited to the Participant's account for distribution under the terms
          of the Plan. All distributions  resulting from the application of this
          paragraph shall be subject to the Joint and Survivor  Annuity Rules of
          Article VIII, if applicable.

     (h)  The Employer shall be solely  responsible to see that these  insurance
          provisions are administered properly and that if there is any conflict
          between the provisions of this Plan and any insurance contracts issued
          that the terms of this Plan will control.


<PAGE>


13.6 Employer  Investment  Direction If approved by the Employer in the Adoption
Agreement,  the Employer shall have the right to direct the Trustee with respect
to investments of the Fund, may appoint an investment manager  (registered as an
investment  advisor  under  the  Investment  Advisors  Act of  1940)  to  direct
investments,  or may give the Trustee sole investment management responsibility.
The Employer may purchase and sell interests in a registered  investment company
(i.e.,  mutual  funds)  for  which  the  Sponsor,  its  parent,  affiliates,  or
successors,  may serve as investment  advisor and receive  compensation from the
registered  investment  company for its  services  as  investment  advisor.  The
Employer  shall  advise the  Trustee  in  writing  regarding  the  retention  of
investment powers, the appointment of an investment  manager,  or the delegation
of investment powers to the Trustee.  Any investment  directive shall be made in
writing  by the  Employer  or  investment  manager,  as the case may be.  In the
absence of such written directive,  the Trustee shall  automatically  invest the
available  cash in its  discretion in an appropriate  interim  investment  until
specific  investment  directions are received.  Such instructions  regarding the
delegation of investment  responsibility  shall remain in force until revoked or
amended in writing.  The Trustee shall not be  responsible  for the propriety of
any directed investment made and shall not be required to consult with or advise
the Employer  regarding the investment  quality of any directed  investment held
hereunder. If the Employer fails to designate an investment manager, the Trustee
shall have full investment authority.  If the Employer does not issue investment
directions,  the  Trustee  shall have  authority  to invest the Fund in its sole
discretion.  While the  Employer  may direct the  Trustee  with  respect to Plan
investments, the Employer may not:

     (a)  borrow  from  the  Fund or  pledge  any of the  assets  of the Fund as
          security for a loan,

     (b)  buy property or assets from or sell property or assets to the Fund,

     (c)  charge any fee for services rendered to the Fund, or

     (d)  receive any services from the Fund on a preferential basis.

13.7 Employee  Investment  Direction If approved by the Employer in the Adoption
Agreement,  Participants  shall be given the option to direct the  investment of
their  personal  contributions  and their share of the  Employer's  contribution
among  alternative  investment  funds  established  as part of the overall Fund,
unless  otherwise  specified  by the Employer in the  Adoption  Agreement.  Such
investment funds shall be under the full control of the Trustee.  If investments
outside the  Trustee's  control are  allowed,  Participants  may not direct that
investments be made in collectibles,  other than U.S. Government or State issued
gold and silver coins. In this connection,  a Participant's  right to direct the
investment  of any  contribution  shall apply only to  selection  of the desired
fund. The following rules shall apply to the administration of such funds.

     (a)  At the time an Employee becomes eligible for the Plan, he or she shall
          complete an investment  designation form stating the percentage of his
          or her contributions to be invested in the available funds.

     (b)  A  Participant  may change his or her election  with respect to future
          contributions  by filing a new  investment  designation  form with the
          Employer in accordance  with the  procedures  established  by the Plan
          Administrator.

     (c)  A Participant  may elect to transfer all or part of his or her balance
          from  one   investment   fund  to  another  by  filing  an  investment
          designation  form with the Employer in accordance  with the procedures
          established by the Plan Administrator.

     (d)  The  Employer  shall be  responsible  when  transmitting  Employee and
          Employer  contributions  to show the dollar  amount to be  credited to
          each investment fund for each Employee.

     (e)  Except as otherwise provided in the Plan, neither the Trustee, nor the
          Employer,  nor any  fiduciary  of the  Plan  shall  be  liable  to the
          Participant or any of his or her  beneficiaries for any loss resulting
          from action taken at the direction of the Participant.


<PAGE>


                                   ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1 Applicability Of Rules If the Plan is or becomes Top-Heavy in any Plan Year
beginning after December 31, 1983, the provisions of this Article will supersede
any conflicting provisions in the Plan or Adoption Agreement.

14.2 Minimum Contribution  Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy or Super  Top-Heavy,  the
aggregate  Employer  contributions  and  forfeitures  allocated on behalf of any
Participant (without regard to any Social Security contribution) under this Plan
and any other Defined  Contribution  Plan of the Employer shall be the lesser of
3% of such  Participant's  Compensation  or the largest  percentage  of Employer
contributions  and  forfeitures,  as a  percentage  of the  first  $200,000,  as
adjusted  under  Code  Section  415(d),  of  the  Key  Employee's  Compensation,
allocated on behalf of any Key Employee for that year.

Each  Participant  who is employed  by the  Employer on the last day of the Plan
Year shall be  entitled  to  receive an  allocation  of the  Employer's  minimum
contribution  for such Plan Year.  The minimum  allocation  applies  even though
under other Plan provisions the  Participant  would not otherwise be entitled to
receive an allocation,  or would have received a lesser  allocation for the year
because the Participant  fails to make Voluntary  Contributions to the Plan, the
Participant's  Compensation  is less than a stated  amount,  or the  Participant
fails to complete  1,000 Hours of Service (or such lesser  number  designated by
the  Employer  in the  Adoption  Agreement)  during  the  Plan  Year.  A  Paired
profit-sharing  plan  designated to provide the minimum  Top-Heavy  contribution
must do so  regardless  of profits.  An Employer may make the minimum  Top-Heavy
contribution available to all Participants or just non-Key Employees. Unless the
Employer specifies  otherwise in the Adoption  Agreement,  the minimum Top-Heavy
contribution will be allocated to the accounts of all eligible Participants even
if they are Key Employees.

For  purposes of  computing  the  minimum  allocation,  Compensation  shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

The Top-Heavy  minimum  contribution  does not apply to any  Participant  to the
extent the  Participant  is covered  under any other plan(s) of the Employer and
the Employer has provided in the Adoption  Agreement that the minimum allocation
or benefit  requirements  applicable to Top-Heavy Plans will be met in the other
plan(s).

If a Key Employee  makes an Elective  Deferral or has an  allocation of Matching
contributions  made to his or her account,  a Top-Heavy minimum will be required
for all  non-Key  Employees  who are  Participants.  However,  neither  Elective
Deferrals by nor Matching  Contributions to non-Key  Employees may be taken into
account  for  purposes  of  satisfying   the  Top-Heavy   minimum   contribution
requirement.

14.3  Minimum  Vesting  For any Plan Year in which this Plan is  Top-Heavy,  the
minimum vesting  schedule  elected by, or deemed elected by, the Employer in the
Adoption Agreement will automatically apply to the Plan. If the vesting schedule
selected by the  Employer in the  Adoption  Agreement  is less  liberal than the
allowable schedule, the schedule will be automatically  modified. If the vesting
schedule under the Plan shifts in or out of the Top-Heavy  schedule for any Plan
Year,  such shift is an  amendment  to the vesting  schedule and the election in
paragraph 9.8 of the Plan applies.  The minimum vesting  schedule applies to all
accrued  benefits  within the meaning of Code  Section  411(a)(7)  except  those
attributable to Employee  contributions,  including  benefits accrued before the
effective  date of Code Section 416 and benefits  accrued before the Plan became
Top-Heavy.  Further,  no reduction in vested benefits may occur in the event the
Plan's status as Top-Heavy  changes for any Plan Year.  However,  this paragraph
does not apply to the account balances of any Employee who does not have an Hour
of  Service  after the Plan  initially  becomes  Top-Heavy  and such  Employee's
account balance  attributable to Employer  contributions and forfeitures will be
determined without regard to this paragraph.


<PAGE>


                                   ARTICLE XV

                            AMENDMENT AND TERMINATION

15.1  Amendment By Sponsor The Sponsor of this Regional  Prototype may amend any
or all  provisions of this Plan and Trust Account at any time without  obtaining
the  approval or consent of any  Employer  which has adopted this Plan and Trust
Account  provided  that no amendment  shall  authorize or permit any part of the
corpus or income of the Fund to be used for or diverted  to purposes  other than
for the exclusive benefit of Participants and their beneficiaries,  or eliminate
an optional form of  distribution.  In the case of a  mass-submitted  plan,  the
mass-submitter shall amend the Plan on behalf of the Sponsor.

15.2  Amendment  By Employer  The  Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

     (a)  to satisfy Code Section 415,

     (b)  to avoid duplication of minimums under Code Section 416

because of the required aggregation of multiple plans,

The Employer may add certain model amendments  published by the Internal Revenue
Service which  specifically  provide that their adoption will not cause the Plan
to be treated as individually designed.

An Employer that has adopted a  Standardized  Regional  Prototype Plan (Adoption
Agreements  001, 002, 003,  007, or 008) may amend the trust  document  provided
such  amendment  merely  involves the  specifications  of the names of the Plan,
Employer,  Trustee, Plan Administrator and other fiduciaries,  the Trust year or
the name of any pooled Trust in which the Plan's Trust will participate.

An Employer that has adopted a Nonstandardized Regional Prototype Plan (Adoption
Agreement  004,  005 or 006)  will  not be  considered  to have an  individually
designed plan merely because the Employer  amends  administrative  provisions of
the Trust  document (such as provisions  relating to  investments  and duties of
Trustees) so long as the amended  provisions  are not in conflict with any other
provision  of the Plan and do not cause the plan to fail to  qualify  under Code
Section 401(a).

If the Employer  amends the Plan and Trust Account other than as provided above,
the Employer's Plan shall no longer  participate in this Prototype Plan and will
be considered an individually designed plan for which the Employer must obtain a
separate determination letter.

15.3 Termination Employers shall have the right to terminate their Plans upon 60
days  notice in writing to the  Trustee.  If the Plan is  terminated,  partially
terminated,  or if there is a complete  discontinuance of contributions  under a
profit-sharing  plan  maintained  by the Employer,  all amounts  credited to the
accounts of Participants shall vest and become  nonforfeitable.  In the event of
termination,  the  Employer  shall  direct  the  Trustee  with  respect  to  the
distribution  of accounts to or for the  exclusive  benefit of  Participants  or
their beneficiaries.  In the event of a partial termination,  only those who are
affected by such  partial  termination  shall be fully  vested.  In the event of
termination,  the  Trustee  shall  dispose  of the Fund in  accordance  with the
written  directions of the Plan  Administrator,  provided that no liquidation of
assets and payment of benefits, (or provision therefore), shall actually be made
by the  Trustee  until  after  it is  established  by the  Employer  in a manner
satisfactory to the Trustee,  that the applicable  requirements,  if any, of the
Employee  Retirement  Income Security Act of 1974 and the Internal  Revenue Code
governing the  termination of employee  benefit  plans,  have been or are being,
complied  with, or that  appropriate  authorizations,  waivers,  exemptions,  or
variances have been, or are being obtained.

<PAGE>


15.4  Qualification Of Employer's Plan If the adopting  Employer fails to attain
or retain Internal Revenue Service qualification,  such Employer's Plan shall no
longer  participate  in this Regional  Prototype  Plan and will be considered an
individually designed plan.

15.5     Mergers And Consolidations

     (a)  In the case of any  merger or  consolidation  of the  Employer's  Plan
          with, or transfer of assets or liabilities of the Employer's  Plan to,
          any other plan,  Participants in the Employer's Plan shall be entitled
          to receive benefits  immediately after the merger,  consolidation,  or
          transfer  which are equal to or greater than the  benefits  they would
          have  been  entitled  to  receive   immediately   before  the  merger,
          consolidation, or transfer if the Plan had then terminated.

     (b)  In the event that the Trustee is an institution, that corporation into
          which the Trustee or any successor trustee may be merged or with which
          it may be consolidated,  or any corporation  resulting from any merger
          or consolidation to which the Trustee or any successor  trustee may be
          a party,  or any  corporation  to which all or  substantially  all the
          trust  business  of  the  Trustee  or  any  successor  trustee  may be
          transferred, shall be the successor of such Trustee without the filing
          of any instrument or performance of any further act, before any court.

15.6  Resignation  And Removal  The Trustee may resign by written  notice to the
Employer  or may be removed by written  notice  from the  Employer.  Either such
notification  shall be  effective  60 days  after  delivery.  The  Employer  may
discontinue its participation in this Prototype Plan and Trust Account effective
upon 60 days written  notice to the Sponsor.  In such event the Employer  shall,
prior to the effective  date thereof,  amend the Plan to eliminate any reference
to this  Prototype  Plan and Trust  Account and  appoint a successor  trustee or
arrange for another  funding  agent.  The Trustee  shall deliver the Fund to its
successor  on the  effective  date of the  resignation  or  removal,  or as soon
thereafter  as  practicable,  provided  that  this  shall not waive any lien the
Trustee,  if an  institution,  may have  upon the Fund for its  compensation  or
expenses.  If the Employer fails to appoint a successor trustee with the said 60
days, or such longer period as the Trustee may specify in writing,  the Employer
shall be deemed the  successor  trustee.  The Employer  must then obtain its own
determination letter.

15.7 Qualification Of Prototype The Sponsor intends that this Regional Prototype
Plan will meet the requirements of the Code as a qualified Prototype  Retirement
Plan and Trust  Account.  Should the  Commissioner  of  Internal  Revenue or any
delegate  of the  Commissioner  at any time  determine  that the Plan and  Trust
Account fails to meet the  requirements  of the Code, the Sponsor will amend the
Plan and Trust Account to maintain its qualified status.


<PAGE>


                                   ARTICLE XVI

                                  GOVERNING LAW

Construction,  validity and administration of the Regional Prototype  Retirement
Plan and Trust,  and any  Employer  Plan and Trust as embodied  in the  Regional
Prototype  document and accompanying  Adoption  Agreement,  shall be governed by
Federal law to the extent  applicable  and to the extent not  applicable  by the
laws of the  State/Commonwealth in which the principal office of the Employer is
located.



<PAGE>


                     PART I - SECTION 401(a)(17) LIMITATION
                     [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                           AND DEFINED BENEFIT PLANS]

In  addition  to  other  applicable  limitations  set  forth  in the  Plan,  and
notwithstanding any other provision of the Plan to the contrary,  for Plan Years
beginning on or after January 1, 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 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>


                                 MODEL AMENDMENT
                             Revenue Procedure 93-47

(This  model  amendment  allows   Participants   receiving   distribution   from
safe-harbored profit sharing plans to waive the 30-day period required under the
Unemployment  Compensation  Act of 1992.  Non-safe  harbored  plans  must  still
provide  notice  not less  than 30 days and not more  than 90 days  prior to the
distribution.)

If a  distribution  is one to which Section  401(a)(11)  and 417 of the Internal
Revenue Code do not apply,  such  distribution  may  commence  less than 30 days
after the  notice  required  under  Section  1.411(a)-11(c)  of the  Income  Tax
Regulations is given, provided that:

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

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







<PAGE>



                                                             Regional Prototype
                                                             Cash or Deferred
                                                             Profit-Sharing Plan
                                                             #006









                                 NONSTANDARDIZED
                               ADOPTION AGREEMENT
                                    REGIONAL
                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST

                                  Sponsored by

                           BOETGER & ASSOCIATES, INC.

The Employer  named below hereby  establishes a Cash or Deferred  Profit-Sharing
Plan for  eligible  Employees  as provided in this  Adoption  Agreement  and the
accompanying Regional Prototype Plan and Trust Basic Plan Document #R1.

1.   EMPLOYER INFORMATION

     NOTE:If multiple  Employers  are adopting the Plan,  complete  this section
          based on the lead Employer.  Additional  Employers may adopt this Plan
          by attaching  executed  signature  pages to the back of the Employer's
          Adoption Agreement.

     (a)  NAME AND ADDRESS:

          Northwest Savings Bank
          Liberty Street @ Second Avenue
          P.O. Box 128
          Warren, PA  16365-0128

     (b)  TELEPHONE NUMBER: (814)726-2140

     (c)  TAX ID NUMBER: 25-0368460

     (d)  FORM OF BUSINESS:

          [    ] (i) Sole Proprietor

          [    ] (ii) Partnership

          [ X  ] (iii) Corporation

          [    ] (iv) "S" Corporation (formerly known as Subchapter S)

          [    ] (v) Other:

<PAGE>


     (e)  NAME(S)  OF  INDIVIDUAL(S)  AUTHORIZED  TO ISSUE  INSTRUCTIONS  TO THE
          TRUSTEE/CUSTODIAN:

                  Robert Norton  John Hanna  William Wagner

     (f)  NAME OF PLAN: Northwest Retirement Savings Plan

     (g)  THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT: 002


2.   EFFECTIVE DATE

     (a)  This is a new Plan having an effective date of .

     (b)  This is an amended Plan.

          The effective date of the original Plan was July 1, 1991 .
                                                      ------------

          The effective date of the amended Plan is July 1, 1996 .
                                                    ------------

     (c)  If different from above,  the Effective  Date for the Plan's  Elective
          Deferral provisions shall be .


3.   DEFINITIONS

     (a)  "Collective or Commingled Funds"

          [  ] (i) Not Applicable - Non-Institutional Trustee.

          [  ] (ii) Investment in collective or commingled funds as permitted at
               paragraph  13.3(b) of the Basic Plan  Document  #R1 shall only be
               made to the following specifically named fund(s): .





               Funds  made  available  after  the  execution  of  this  Adoption
               Agreement will be listed on schedules attached to the end of this
               Adoption Agreement.

<PAGE>


     (b)  "Compensation" [paragraph 1.12]

          (i)  Compensation   Measurement   Period  -   Compensation   shall  be
               determined on the basis of the:

               [ ]  (1) Plan Year.

               [ ]  (2) Employer's Taxable Year.

               [X]  (3) Calendar Year.

               Compensation  shall be  determined  on the basis of the following
               safe-harbor  definition of Compensation in IRS Regulation Section
               1.414(s)-1(c):

               [ ]   (4) Code Section 6041 and 6051 Compensation,

               [X]   (5) Code Section 3401(a) Compensation, or

               [ ]   (6) Code Section 415 Compensation.

     (ii) Application of Salary Savings Agreements:

          Compensation  shall exclude Employer  contributions made pursuant to a
          Salary Savings Agreement under:

               [ ]   (1) Not applicable, no such agreement exists.

               [X]  (2) Not applicable,  no Employer contributions made pursuant
                    to a Salary Savings Agreement shall be excluded.

               [ ]  (3) A  Cash  or  Deferred  Profit-Sharing  Plan  under  Code
                    Section  401(k) or  Simplified  Employee  Pension under Code
                    Section 402(h)(1)(B).

               [X]  (4) A flexible benefit plan under Code Section 125.

               [ ]  (5) A tax deferred annuity under Code Section 403(b).

<PAGE>


                  (iii)    Exclusions From Compensation:

                           (1)      overtime.

                           (2)      bonuses.

                           (3)      commissions.

                           (4)
                                    ------------------------------

           Type of Contribution(s)                                  Exclusion(s)
           -----------------------                                  ------------


           Elective Deferrals [Section 7(b)]                        (1) (2) (3)
                                                                    -----------

           Matching Contributions [Section 7(c)]                    (1) (2) (3)
                                                                    -----------

           Qualified Non-Elective Contributions [Section 7(d)]
           and Non-Elective Contributions [Section 7(e)]            (1) (2) (3)
                                                                    -----------

          (iv) Maximum Compensation

               For purposes of the Plan, Compensation shall be limited to $N/A ,
               the maximum  amount which will be considered  for Plan  purposes.
               [If  an  amount  is  specified,  it  will  limit  the  amount  of
               contributions allowed on behalf of higher compensated  Employees.
               Completion of this section is not intended to coordinate with the
               $200,000 limit of Code Section 415(d),  thus the amount should be
               less  than the  $200,000  limit as  adjusted  for  cost-of-living
               increases.]

     (c)  "Entry Date" [paragraph 1.30]

          (i)  The first day of the Plan Year during which an Employee meets the
               eligibility requirements.

          (ii) The  first  day of the  Plan  Year  nearest  the date on which an
               Employee meets the eligibility requirements.

          (iii)The  earlier  of the  first day of the Plan Year or the first day
               of the  seventh  month  of  the  Plan  Year  coinciding  with  or
               following  the date on which an  Employee  meets the  eligibility
               requirements.

<PAGE>


          (iv) The first day of the Plan  Year  following  the date on which the
               Employee meets the eligibility requirements.  If this election is
               made, the Service requirement at 4(a)(ii) may not exceed 1/2 year
               and the age requirement at 4(b)(ii) may not exceed 20 1/2.

          (v)  The first day of the month  coinciding with or following the date
               on which an Employee meets the eligibility requirements.

          (vi) The first day of the Plan  Year,  or the first day of the  fourth
               month,  or the first day of the seventh month or the first day of
               the tenth month,  of the Plan Year  coinciding  with or following
               the date on which an Employee meets the eligibility requirements.

               Indicate Entry Date(s) to be used by specifying  option from list
               above:

                  Type of Contribution(s)                          Entry Date(s)

                  For Discretionary Profit-Sharing Contributions
                  under 7(e), (f) and (g)                              (vi)
                                                                   --------

         For all other contributions (Option (i) not
         available for these contributions)                            (vi)
                                                                   --------

     (d)  "Hour of Service" [paragraph 1.41]

          Shall be determined on the basis of the method  selected  below.  Only
          one method may be selected.  The method  selected  shall be applied to
          all Employees covered under the Plan as follows:

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

          [ ]  (ii) On the basis of days worked.  An Employee  shall be credited
               with ten (10)  Hours of Service  if under  paragraph  1.41 of the
               Basic Plan Document #R1 such  Employee  would be credited with at
               least one (1) Hour of Service during the day.

          [ ]  (iii) On the basis of weeks worked. An Employee shall be credited
               with  forty-five (45) Hours of Service if under paragraph 1.41 of
               the Basic Plan Document #R1 such Employee  would be credited with
               at least one (1) Hour of Service during the week.


<PAGE>


          [ ]  (iv) On the basis of semi-monthly  payroll  periods.  An Employee
               shall be credited with ninety-five (95) Hours of Service if under
               paragraph 1.41 of the Basic Plan Document #R1 such Employee would
               be  credited  with at least one (1) Hour of  Service  during  the
               semi-monthly payroll period.

          [ ]  (v) On the basis of months worked.  An Employee shall be credited
               with one-hundred-ninety (190) Hours of Service if under paragraph
               1.41 of the  Basic  Plan  Document  #R1  such  Employee  would be
               credited with at least one (1) Hour of Service during the month.

     (e)  "Limitation Year" [paragraph 1.44]

          The 12-consecutive  month period commencing on January 1 and ending on
          December 31.

          If applicable,  the Limitation  Year will be a short  Limitation  Year
          commencing on and ending on . Thereafter,  the  Limitation  Year shall
          end on the date last specified above.

     (f)  "Net Profit"

          [X]  (i)  Not  applicable  (profits  will  not  be  required  for  any
               contributions to the Plan).

          [ ]  (ii) As defined in paragraph 1.48 of the Basic Plan Document #R1.

          [ ]  (iii) Shall be defined as:


                                    (Only use if definition in paragraph 1.48 of
                                    the  Basic  Plan   Document  #R1  is  to  be
                                    superseded.)

     (g)  "Plan Year" [paragraph 1.57]

          The 12-consecutive  month period commencing on January 1 and ending on
          December 31 .

<PAGE>


          If applicable,  the Plan Year will be a short Plan Year  commencing on
          _______________and ending on ______________. Thereafter, the Plan Year
          shall end on the date last specified above.

     (h)  "Qualified Early Retirement Age"

          For  purposes  of  making  distributions  under  the  provisions  of a
          Qualified   Domestic  Relations  Order,  the  Plan's  Qualified  Early
          Retirement Age with regard to the  Participant  against whom the order
          is entered [X] shall [ ] shall not be the date the order is determined
          to be qualified. If "shall" is elected, this will only allow payout to
          the alternate payee(s).

     (i)  "Qualified Joint and Survivor Annuity"

          The safe-harbor provisions of paragraph 8.7 of the Basic Plan Document
          #R1 [X] are [ ] are not applicable.  If not  applicable,  the survivor
          annuity shall be % (50%, 66-2/3%,  75% or 100%) of the annuity payable
          during  the  lives of the  Participant  and  Spouse.  If no  answer is
          specified, 50% will be used.

     (j)  "Taxable Wage Base" [paragraph 1.63]

          [X]  (i) Not Applicable - Plan is not integrated with Social Security.

          [ ]  (ii) The  maximum  earnings  considered  wages for such Plan Year
               under Code Section 3121(a).

          [ ]  (iii) ______% (not more than 100%) of the amount considered wages
               for such Plan Year under Code Section 3121(a).

          [ ]  (iv) $_______, provided that such amount is not in excess  of the
               amount determined under paragraph 3(j)(ii) above.

          [ ]  (v) For the 1989  Plan  Year  $10,000.  For all  subsequent  Plan
               Years, 20% of the maximum earnings considered wages for such Plan
               Year under Code Section 3121(a).

          NOTE:Using  less than the  maximum  at (ii) may  result in a change in
               the allocation formula in Section 7.

     (k)  "Valuation Date(s)"

          Allocations  to Participant  Accounts will be done in accordance  with
          Article V of the Basic Plan Document #R1:

<PAGE>


                  (i)      Daily                     (v)      Quarterly

                  (ii)     Weekly                    (vi)     Semi-Annually

                  (iii)    Monthly                   (vii)    Annually

                  (iv)     Bi-Monthly

     Indicate Valuation Date(s) to be used by specifying option from list above:

        Type of Contribution(s)                                Valuation Date(s)
        -----------------------                                -----------------

        After-Tax Voluntary Contributions [Section 6(b)]

        Elective Deferrals [Section 6(a)]                             (i)
                                                                   ------

        Matching Contributions [Section 7(c)]                         (i)
                                                                   ------

        Qualified Non-Elective Contributions [Section 7(d)]           (i)
                                                                   ------

        Non-Elective Contributions [Section 7(e), (f), (g)]

        Minimum Top-Heavy Contributions [Section 7(i)]

     (l)  "Year of Service"

          (i)  For Eligibility Purposes:  The 12-consecutive month period during
               which an  Employee  is  credited  with 1000 (not more than 1,000)
               Hours of Service.

          (ii) For Allocation Accrual Purposes:  The 12-consecutive month period
               during  which an Employee  is  credited  with 1000 (not more than
               1,000) Hours of Service.

          (iii)For Vesting  Purposes:  The  12-consecutive  month period  during
               which an  Employee  is  credited  with 1000 (not more than 1,000)
               Hours of Service.

<PAGE>



4.   ELIGIBILITY REQUIREMENTS [Article II]

     (a)  Service:

          (i)  For Elective Deferrals,  and Required Voluntary  Contributions or
               Employer   Contributions  [unless  specified  otherwise  at  (ii)
               below]:

               [ ]  (1) The Plan shall have no service requirement.

               [X]  (2) The Plan shall cover only Employees  having completed at
                    least 1 [not more than three (3)] Years of Service.  If more
                    than one (1) is specified,  for Plan Years beginning in 1989
                    and later, the answer will be deemed to be one (1).

          (ii) For contributions  [not covered at (i) above] specify the Service
               requirements below:

                                                                      Service
                Type of Contribution                                Requirement
                --------------------                                -----------
                Employer Matching

                Qualified Non-Elective

                Descretionary Profit-Sharing

                Required Voluntary

               Not more than three (3) years may be specified.  If more than two
               (2) years is  specified,  for Plan  Years  beginning  in 1989 and
               later, the requirement will be deemed to be two (2) years.

          NOTE:If the  eligibility  period  selected is or includes a fractional
               year,  an Employee will not be required to complete any specified
               number of Hours of  Service to  receive  credit for such  period.
               Participants will be eligible for Top-Heavy minimum contributions
               after the period in (i) above,  assuming  they  satisfy the other
               requirements of this Section 4.

<PAGE>


     (b)  Age:

          [ ]  (i) The Plan shall have no minimum age requirement.

          [X]  (ii) The Plan shall cover only Employees  having  attained age 21
               (not more than age 21). --

     (c)  Classification:

          The Plan shall  cover all  Employees  who have met the age and service
          requirements with the following exceptions:

          [ ]  (i) No exceptions.

          [X]  (ii) The  Plan  shall  exclude  Employees  included  in a unit of
               Employees  covered by a collective  bargaining  agreement between
               the Employer and Employee Representatives, if retirement benefits
               were the subject of good faith bargaining.  For this purpose, the
               term "Employee  Representative" does not include any organization
               more than half of whose  members  are  Employees  who are owners,
               officers, or executives of the Employer.

          [X]  (iii) The Plan shall exclude Employees who are nonresident aliens
               and  who  receive  no  earned  income  from  the  Employer  which
               constitutes income from sources within the United States.

          [X]  (iv)   The   Plan   shall   exclude   from    participation   any
               nondiscriminatory   classification  of  Employees  determined  as
               follows:

                leased employees
                employees of members of Employer's related group


     (d)  Employees on Effective Date:

          [X]  (i) Not  Applicable.  All  Employees  will be required to satisfy
               both the age and Service requirements specified above.

          [ ]  (ii) Employees  employed on the Plan's Effective Date do not have
               to  satisfy  the  Service  requirements  specified  above  at [ ]
               (a)(i), [ ] (a)(ii), [ ] both.

<PAGE>


          [ ]  (iii) Employees employed on the Plan's Effective Date do not have
               to satisfy the age requirements specified above.


5.   RETIREMENT AGES

     (a)  Normal Retirement Age:

          If the  Employer  imposes a  requirement  that  Employees  retire upon
          reaching a specified age, the Normal Retirement Age selected below may
          not exceed the Employer imposed mandatory retirement age.

          [X]  (i) Normal Retirement Age shall be 65 (not to exceed age 65). --

          [ ]  (ii) Normal  Retirement  Age shall be the later of attaining  age
               (not to exceed age 65) or the (not to exceed the 5th) anniversary
               of the first day of the first Plan Year in which the  Participant
               commenced participation in the Plan.

     (b)  Early Retirement Age:

          [ ]   (i) Not Applicable.

          [X]  (ii) The Plan shall have an Early  Retirement Age of 55 (not less
               than 55) and completion of 15 Years of Service,  or completion of
               25 Years of Service, without regard to age.


6.   EMPLOYEE CONTRIBUTIONS

     [X]  (a) Participants  shall be permitted to make Elective Deferrals in any
          amount from 1 % up to 13 % of their Compensation.

          If (a) is applicable,  Participants  shall be permitted to amend their
          Salary  Savings  Agreements to change the  contribution  percentage as
          provided below:

          [ ]  (i) On the Anniversary Date of the Plan,

          [ ]  (ii) On the Anniversary  Date of the Plan and on the first day of
               the seventh month of the Plan Year,


<PAGE>

          [X]  (iii) On the  Anniversary  Date of the Plan and on the  first day
               following any Valuation Date, or

          [ ]  (iv) Upon 30 days notice to the Employer.

     [ ]  (b)  Participants  shall be  permitted  to make  after  tax  Voluntary
          Contributions.

     [ ]  (c)  Participants  shall  be  required  to make  after  tax  Voluntary
          Contributions as follows (Thrift Savings Plan):


          [ ]  (i) ______% of Compensation.

          [ ]  (ii)  A  percentage  determined  by  the  Employee  on his or her
               enrollment form.

     [ ]  (d) If  necessary  to  pass  the  Average  Deferral  Percentage  Test,
          Participants   [  ]  may  [  ]  may  not   have   Elective   Deferrals
          recharacterized as Voluntary Contributions.

          NOTE:The Average Deferral  Percentage Test will apply to contributions
               under (a) above.  The Average  Contribution  Percentage Test will
               apply to contributions  under (b) and (c) above, and may apply to
               (a).

7.       EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

NOTE:The Employer shall make  contributions  to the Plan in accordance  with the
     formula or formulas  selected below. The Employer's  contribution  shall be
     subject  to the  limitations  contained  in  Articles  III and X.  For this
     purpose, a contribution for a Plan Year shall be limited for the Limitation
     Year  which  ends  with or within  such Plan  Year.  Also,  the  integrated
     allocation  formulas below are for Plan Years  beginning in 1989 and later.
     The  Employer's  allocation  for earlier years shall be as specified in its
     Plan prior to amendment for the Tax Reform Act of 1986.

     (a)  Profits Requirement:

          (i)  Current or Accumulated Net Profits are required for:

               [ ]  (A) Matching Contributions.

               [ ]  (B) Qualified Non-Elective Contributions.

               [ ]  (C) Discretionary Contributions.

<PAGE>


          (ii) No Net Profits are required for:

               [X]  (A) Matching Contributions.

               [X]  (B) Qualified Non-Elective Contributions.

               [X]  (C) Discretionary Contributions.

               NOTE:Elective  Deferrals can always be contributed  regardless of
                    profits.

[X]  (b) Salary Savings Agreement:

          The  Employer  shall  contribute  and  allocate to each  Participant's
          account an amount equal to the amount  withheld from the  Compensation
          of such Participant  pursuant to his or her Salary Savings  Agreement.
          If applicable, the maximum percentage is specified in Section 6 above.

          An Employee who has  terminated  his or her election  under the Salary
          Savings Agreement other than for Hardship reasons may not make another
          Elective Deferral:

          [ ]  (i) until the first day of the next Plan Year.

          [X]  (ii) until the first day of the [X] next  valuation  period.  [ ]
               second  valuation  period  following   termination.   [  ]  third
               valuation period following termination.

          [ ]  (iii) for a  period of ______ month(s) (not to exceed 12 months).


[x]  (c) Matching Employer Contribution [See paragraphs (h) and (i)]:

     [X]  (i) Percentage  Match:  The Employer shall  contribute and allocate to
          each  eligible  Participant's  account an amount  equal to 50 % of the
          amount  contributed  and allocated in accordance  with  paragraph 7(b)
          above  and  (if   checked)   __%  of  [  ]  the  amount  of  Voluntary
          Contributions  made in accordance with paragraph 4.1 of the Basic Plan
          Document  #R1.  The  Employer  shall  not match  Participant  Elective
          Deferrals as

<PAGE>


          provided  above in  excess  of  $_______  or in  excess  of 6 % of the
          Participant's  Compensation or if applicable,  Voluntary Contributions
          in  excess  of  $______  or in  excess  of ___%  of the  Participant's
          Compensation.  In no event will the match on both  Elective  Deferrals
          and  Voluntary  Contributions  exceed a  combined  amount of $_____ or
          ___%.

     [ ]  (ii)  Discretionary  Match: The Employer shall contribute and allocate
          to  each   eligible   Participant's   account  a  percentage   of  the
          Participant's   Elective   Deferral   contributed   and  allocated  in
          accordance  with  paragraph  7(b) above.  The Employer  shall set such
          percentage  prior to the end of the Plan Year.  The Employer shall not
          match  Participant  Elective  Deferrals  in excess of  $_______  or in
          excess of ___% of the Participant's Compensation.

     []   (iii) Tiered Match: The Employer shall contribute and allocate to each
          Participant's  account an amount equal to ____% of the first _____% of
          the Participant's Compensation, to the extent deferred.

          ____% of the  next  ____% of the  Participant's  Compensation,  to the
          extent deferred.

          ___% of the next ___% of the Participant's Compensation, to the extent
          deferred.

     NOTE:Percentages   specified  in  (iii)  above  may  not  increase  as  the
          percentage of Participant's contribution increases.

     [ ]  (iv) Flat Dollar Match:  The Employer shall contribute and allocate to
          each Participant's  account $______ if the Participant defers at least
          1% of Compensation.

     [ ]  (v) Percentage of Compensation  Match:  The Employer shall  contribute
          and allocate to each  Participant's  account _____% of Compensation if
          the Participant defers at least 1% of Compensation.

<PAGE>


     [ ]  (vi) Proportionate  Compensation  Match: The Employer shall contribute
          and  allocate  to  each   Participant   who  defers  at  least  1%  of
          Compensation,  an  amount  determined  by  multiplying  such  Employer
          Matching  Contribution  by a fraction  the  numerator  of which is the
          Participant's  Compensation  and  the  denominator  of  which  is  the
          Compensation  of  all   Participants   eligible  to  receive  such  an
          allocation.  The Employer  shall set such  discretionary  contribution
          prior to the end of the Plan Year.

     [X]  (vii) Qualified Match: Employer Matching Contributions will be treated
          as Qualified Matching Contributions to the extent specified below:

          []   (A) All Matching Contributions.

          []   (B) None.

          []   (C) ___% of the Employer's Matching Contribution.


          []   (D) up to ___% of each Participant's Compensation.


          [X]  (E)  The  amount  necessary  to  meet  the [ ]  Average  Deferral
               Percentage (ADP) test, [ ] Average Contribution  Percentage (ACP)
               test, [X] Both the ADP and ACP tests.

          (viii) Matching Contribution  Computation Period: The time period upon
               which matching contributions will be based shall be

                                    [  ]    (A)      weekly

                                    [X]     (B)      bi-weekly

                                    [  ]    (C)      semi-monthly

                                    [  ]    (D)      monthly

<PAGE>


                                    [  ]    (E)      quarterly

                                    [  ]    (F)      semi-annually

                                    [  ]    (G)      annually

                    (ix) Eligibility for Match: Employer Matching Contributions,
                         whether or not Qualified, will only be made on Employee
                         Contributions not withdrawn prior to the end of the [X]
                         valuation period [ ] Plan Year.

[X]  (d) Qualified  Non-Elective Employer Contribution - [See paragraphs (h) and
     (i)] These contributions are fully vested when contributed.

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution  which  shall  be  allocated  to  each  eligible  Employee  in
     proportion to his or her  Compensation as a percentage of the  Compensation
     of all eligible Employees. This part of the Employer's contribution and the
     allocation  thereof shall be unrelated to any Employee  contributions  made
     hereunder.  The amount of Qualified  non-Elective  Contributions taken into
     account for purposes of meeting the ADP or ACP test requirements is:

          [ ]  (i) All such Qualified non-Elective Contributions.

          [X]  (ii) The amount  necessary  to meet [ ] the ADP test, [ ] the ACP
               test, [X] Both the ADP and ACP tests.

          Qualified non-Elective Contributions will be made to:

          [ ]  (iii) All Employees eligible to participate.

          [X]  (iv)  Only   non-Highly   Compensated   Employees   eligible   to
               participate.

[X]  (e) Additional  Employer  Contribution  Other Than  Qualified  Non-Elective
     Contributions - Non-Integrated [See paragraphs (h) and (i)]

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution  which  shall  be  allocated  to  each  eligible  Employee  in
     proportion to his or her  Compensation as a percentage of the  Compensation
     of all eligible Employees. This part of the Employer's contribution and the
     allocation  thereof shall be unrelated to any Employee  contributions  made
     hereunder.

<PAGE>


[ ]  (f) Additional Employer  Contribution - Integrated  Allocation Formula [See
     paragraphs (h) and (i)]

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution.  The  Employer's  contribution  for the  Plan  Year  plus any
     forfeitures shall be allocated to the accounts of eligible  Participants as
     follows:

     (i)  First, to the extent contributions and forfeitures are sufficient, all
          Participants   will  receive  an  allocation  equal  to  3%  of  their
          Compensation.

     (ii) Next, any remaining  Employer  Contributions  and forfeitures  will be
          allocated  to  Participants  who have  Compensation  in  excess of the
          Taxable Wage Base (excess  Compensation).  Each such  Participant will
          receive an allocation in the ratio that his or her excess compensation
          bears to the excess Compensation of all Participants. Participants may
          only receive an allocation of 3% of excess Compensation.

     (iii)Next, any remaining  Employer  contributions  and forfeitures  will be
          allocated  to all  Participants  in the ratio that their  Compensation
          plus excess  Compensation  bears to the total Compensation plus excess
          Compensation  of all  Participants.  Participants  may only receive an
          allocation   of  up  to  2.7%  of  their   Compensation   plus  excess
          Compensation,  under this allocation  method. If the Taxable Wage Base
          defined  at  Section  3(j) is less  than or  equal to the  greater  of
          $10,000 or 20% of the  maximum,  the 2.7% need not be reduced.  If the
          amount  specified is greater than the greater of $10,000 or 20% of the
          maximum Taxable Wage Base, but not more than 80%, 2.7% must be reduced
          to 1.3%.  If the amount  specified  is greater  than 80% but less than
          100% of the  maximum  Taxable  Wage Base,  the 2.7% must be reduced to
          2.4%.

     NOTE:If the Plan is not Top-Heavy or if the Top-Heavy minimum  contribution
          or benefit is provided  under  another  Plan [see  Section  11(d)(ii)]
          covering the same Employees,  sub-paragraphs (i) and (ii) above may be
          disregarded  and 5.7%,  4.3% or 5.4% may be substituted for 2.7%, 1.3%
          or 2.4% where it appears in (iii) above.

<PAGE>


     (iv) Next, any remaining  Employer  contributions  and forfeitures  will be
          allocated  to all  Participants  (whether  or  not  they  received  an
          allocation  under the  preceding  paragraphs)  in the ratio  that each
          Participant's Compensation bears to all Participants' Compensation.

[]   (g)  Additional  Employer  Contribution-Alternative  Integrated  Allocation
     Formula [See paragraph (i)]

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution.  To the extent that such  contributions are sufficient,  they
     shall be allocated as follows:

     ____%  of  each   eligible   Participant's   Compensation   plus  ____%  of
     Compensation  in excess of the Taxable  Wage Base  defined at Section  3(j)
     hereof. The percentage on excess  compensation may not exceed the lesser of
     (i) the amount  first  specified  in this  paragraph or (ii) the greater of
     5.7% or the percentage  rate of tax under Code Section 3111(a) as in effect
     on the first day of the Plan Year  attributable to the Old Age (OA) portion
     of the  OASDI  provisions  of the  Social  Security  Act.  If the  Employer
     specifies  a Taxable  Wage Base in  Section  3(j)  which is lower  than the
     Taxable Wage Base for Social Security  purposes (SSTWB) in effect as of the
     first day of the Plan Year,  the  percentage  contributed  with  respect to
     excess  Compensation  must be adjusted.  If the Plan's Taxable Wage Base is
     greater  than the  larger of  $10,000 or 20% of the SSTWB but not more than
     80% of the SSTWB, the excess percentage is 4.3%. If the Plan's Taxable Wage
     Base is greater than 80% of the SSTWB but less than 100% of the SSTWB,  the
     excess percentage is 5.4%.

NOTE:Only one plan  maintained  by the  Employer may be  integrated  with Social
     Security.

     (h)  Allocation of Excess Amounts (Annual Additions)

          In the event that the  allocation  formula  above results in an Excess
          Amount, such excess shall be:

          [X]  (i) placed in a suspense  account accruing no gains or losses for
               the benefit of the Participant.

          [ ]  (ii)  reallocated  as additional  Employer  contributions  to all
               other Participants to the extent that they do not have any Excess
               Amount.

<PAGE>


     (i)  Minimum Employer Contribution Under Top-Heavy Plans:

          For any Plan Year during which the Plan is  Top-Heavy,  the sum of the
          contributions and forfeitures as allocated to eligible Employees under
          paragraphs  7(d),  7(e),  7(f), 7(g) and 9 of this Adoption  Agreement
          shall not be less than the amount required under paragraph 14.2 of the
          Basic Plan Document #R1. Top-Heavy minimums will be allocated to:

          [X]  (i) all eligible Participants.

          [ ]  (ii) only eligible non-Key Employees who are Participants.

     (j)  Return of Excess Contributions and/or Excess Aggregate Contributions:

          In the event that one or more Highly Compensated Employees are subject
          to both the ADP and ACP tests and the sum of such  tests  exceeds  the
          Aggregate Limit, the limit will be satisfied by reducing the:

          [ ]  (i) the ADP of the affected Highly Compensated Employees.

          [ ]  (ii) the ACP of the affected Highly Compensated Employees.

          [X]  (iii) a  combination  of the ADP and ACP of the  affected  Highly
               Compensated Employees.

[X]  (k) One-time $100  contribution to the account of each Participant upon his
     or  her  initial  satisfaction  of  eligibility  requirements,  treated  as
     Qualified Matching Contribution and fully vested.


8.   ALLOCATIONS TO TERMINATED EMPLOYEES [paragraph 5.3]

     [ ]  (a) The Employer will not allocate  Employer related  contributions to
          Employees who terminate during a Plan Year, unless required to satisfy
          the  requirements  of  Code  Section  401(a)(26)  and  410(b).  (These
          requirements are effective for 1989 and subsequent Plan Years.)

     [X]  (b) The Employer  will  allocate  Employer  matching and other related
          contributions as indicated below to Employees who terminate during the
          Plan Year as a result of:

<PAGE>


                Matching     Other

                  [X]          [X]     (i)    Retirement.

                  [X]          [X]     (ii)   Disability.

                  [X]          [X]     (iii)  Death.


                  [  ]         [  ]    (iv)   Other termination  of   employment
                                              provided that  the Participant has
                                              completed  a Year  of  Service  as
                                              defined   for   Allocation Accrual
                                              Purposes.

                  [  ]         [  ]    (v)    Other  termination  of  employment
                                              even though  the  Participant  has
                                              not completed a Year of Service.

                  [  ]         [  ]    (vi)   Termination of employment (for any
                                              reason)    provided    that   the
                                              Participant  had completed a  Year
                                              of     Service   for    Allocation
                                              Accrual Purposes.


9.   ALLOCATION OF FORFEITURES

NOTE:Subsections  (a), (b) and (c) below apply to  forfeitures  of amounts other
     than Excess Aggregate Contributions.

     (a)  Allocation Alternatives:

          If forfeitures are allocated to Participants, such allocation shall be
          done in the same manner as the Employer's contribution.

          [ ]  (i) Not Applicable. All contributions are always fully vested.

<PAGE>


          [ ]  (ii)  Forfeitures  shall be allocated to Participants in the same
               manner as the Employer's contribution.

               If allocation to other  Participants is selected,  the allocation
               shall be as follows:

               [1]  Amount attributable to Employer discretionary  contributions
                    and Top-Heavy minimums will be allocated to:

                    [ ]  all eligible Participants under the Plan.

                    [ ]  only those  Participants  eligible for an allocation of
                         Employer contributions in the current year.

                    [ ]  only those  Participants  eligible for an allocation of
                         matching contributions in the current year.

               [2]  Amounts attributable to Employer Matching contributions will
                    be allocated to:

                    [ ]  all eligible Participants.

                    [ ]  only those  Participants  eligible for  allocations  of
                         matching contributions in the current year.

     [X]  (iii)   Forfeitures   shall  be  applied  to  reduce  the   Employer's
          contribution for such Plan Year.

     [ ]  (iv) Forfeitures shall be applied to offset administrative expenses of
          the Plan.  If  forfeitures  exceed these  expenses,  (iii) above shall
          apply.

<PAGE>


     (b)  Date for Reallocation:

     NOTE:If no distribution has been made to a former Participant,  sub-section
          (i) below will apply to such  Participant  even if the Employer elects
          (ii), (iii) or (iv) below as its normal administrative policy.

          [ ]  (i) Forfeitures  shall be reallocated at the end of the Plan Year
               during  which  the  former  Participant  incurs  his or her fifth
               consecutive one year Break In Service.

          [X]  (ii) Forfeitures will be reallocated  immediately (as of the next
               Valuation Date).

          [ ]  (iii)  Forfeitures  shall be  reallocated  at the end of the Plan
               Year  during  which the former  Employee  incurs his or her (1st,
               2nd, 3rd, or 4th) consecutive one year Break In Service.

          [ ]  (iv) Forfeitures will be reallocated  immediately (as of the Plan
               Year end).

     (c)  Restoration of Forfeitures:

          If amounts are forfeited  prior to five  consecutive  1-year Breaks in
          Service,  the  Funds  for  restoration  of  account  balances  will be
          obtained from the following  resources in the order indicated (fill in
          the appropriate number):

          [1]      (i)      Current year's forfeitures.

          [2]      (ii)     Additional Employer contribution.

          [3]      (iii)    Income or gain to the Plan.

     (d)  Forfeitures of Excess Aggregate Contributions shall be:

          [X]  (i) Applied to reduce Employer contributions.

          [ ]  (ii) Allocated,  after all other  forfeitures  under the Plan, to
               the Matching Contribution account of each non-Highly  Compensated
               Participant   who   made   Elective    Deferrals   or   Voluntary
               Contributions   in  the  ratio  which  each  such   Participant's
               Compensation for the Plan Year bears to the total Compensation of
               all Participants  for such Plan Year. Such forfeitures  cannot be
               allocated to the account of any Highly Compensated Employee.

<PAGE>


               Forfeitures of Excess Aggregate  Contributions will be so applied
               at the end of the Plan Year in which they occur.


10.  CASH OPTION

          [ ]  (a) The  Employer may permit a  Participant  to elect to defer to
               the Plan,  an amount not to exceed ___% of any Employer paid cash
               bonus made for such  Participant for any year. A Participant must
               file an election to defer such contribution at least fifteen (15)
               days prior to the end of the Plan Year. If the Employee  fails to
               make such an  election,  the entire  Employer  paid cash bonus to
               which the Participant would be entitled shall be paid as cash and
               not to the Plan.  Amounts  deferred  under this section  shall be
               treated for all purposes as Elective  Deferrals.  Notwithstanding
               the above, the election to defer must be made before the bonus is
               made available to the Participants.

          [X]  (b) Not Applicable.


11.  LIMITATIONS ON ALLOCATIONS [Article X]

     [ ]  This is the  only  Plan the  Employer  maintains  or ever  maintained;
          therefore, this section is not applicable.

     [X]  The Employer does maintain or has maintained another Plan (including a
          Welfare  Benefit Fund or an individual  medical account [as defined in
          Code  Section  415(l)(2)],  under which  amounts are treated as Annual
          Additions) and has completed the proper sections below.

          Complete  (a),  (b) and (c)  only if the  Employer  maintains  or ever
          maintained another qualified plan, including a Welfare Benefit Fund or
          an individual  medical account [as defined in Code Section  415(l)(2)]
          in which any  Participant  in this Plan is (or was) a  participant  or
          could possibly become a participant.

     (a)  If  the  Participant  is  covered  under  another   qualified  Defined
          Contribution  Plan  maintained by the Employer,  other than a Regional
          Prototype Plan:

          [ ]  (i) the  provisions  of Article X of the Basic Plan  Document #R1
               will apply, as if the other plan were a Regional Prototype Plan.

<PAGE>


          [ ]  (ii) Attach  provisions  stating the method under which the plans
               will limit total  Annual  Additions  to the  Maximum  Permissible
               Amount, and will properly reduce any Excess Amounts,  in a manner
               that precludes Employer discretion.

     (b)  If a  Participant  is or ever  has  been a  participant  in a  Defined
          Benefit Plan maintained by the Employer:

          Attach  provisions  which  will  satisfy  the 1.0  limitation  of Code
          Section 415(e). Such language must preclude Employer  discretion.  The
          Employer must also specify the interest and mortality assumptions used
          in  determining  Present  Value  in  the  Defined  Benefit  Plan.  See
          attachment to Section 11(b) of this Adoption Agreement.

     (c)  The minimum  contribution  or benefit  required under Code Section 416
          relating to Top-Heavy Plans shall be satisfied by:

          [ ]  (i) This Plan.

          [X]  (ii) Northwest Savings Bank Pension Plan
                   (Name  of  other   qualified   plan  of  the Employer).

          [ ]  (iii)  Attach  provisions  stating  the  method  under  which the
               minimum  contribution and benefit  provisions of Code Section 416
               will  be  satisfied.   If  a  Defined  Benefit  Plan  is  or  was
               maintained,  an attachment must be provided  showing interest and
               mortality assumptions used in the Top-Heavy Ratio.


12.  VESTING [Article IX]

     Employees  shall have a fully  vested and  nonforfeitable  interest  in any
     Employer   contribution  and  the  investment   earnings  thereon  made  in
     accordance with paragraphs (select one or more options) [ ] 7(c), [ ] 7(e),
     [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under paragraph 7(b),
     7(c)(vii) and 7(d) and 7(k) are always fully vested.  If one or more of the
     foregoing options are not selected,  such Employer  contributions  shall be
     subject to the vesting table selected by the Employer.

<PAGE>


     Each Participant  shall acquire a vested and  nonforfeitable  percentage in
     his or her account balance  attributable to Employer  contributions and the
     earnings thereon under the procedures selected below except with respect to
     any Plan  Year  during  which  the  Plan is  Top-Heavy,  in which  case the
     Two-twenty  vesting  schedule [option  (b)(iv)] shall  automatically  apply
     unless the Employer has already elected a faster vesting  schedule.  If the
     Plan is switched to option (b)(iv),  because of its Top-Heavy status,  that
     vesting  schedule  will  remain in effect  even if the Plan  later  becomes
     non-Top-Heavy  until the Employer  executes an  amendment of this  Adoption
     Agreement indicating otherwise.

     (a)  Computation Period:

          The  computation  period for purposes of determining  Years of Service
          and  Breaks in Service  for  purposes  of  computing  a  Participant's
          nonforfeitable  right  to his  or her  account  balance  derived  from
          Employer contributions:

          [ ]  (i) shall not be applicable  since  Participants are always fully
               vested,

          [ ]  (ii)  shall  commence  on the  date on which  an  Employee  first
               performs an Hour of Service for the Employer and each  subsequent
               12-consecutive  month  period shall  commence on the  anniversary
               thereof, or

          [X]  (iii)  shall  commence  on the first day of the Plan Year  during
               which an  Employee  first  performs  an Hour of  Service  for the
               Employer and each  subsequent  12-consecutive  month period shall
               commence on the anniversary thereof.

     A  Participant  shall  receive  credit  for a Year of  Service if he or she
     completes  at least  1,000  Hours of Service  [or if lesser,  the number of
     hours specified at 3(l)(iii) of this Adoption Agreement] at any time during
     the  12-consecutive  month  computation  period.  Consequently,  a Year  of
     Service  may be  earned  prior  to the  end  of  the  12-consecutive  month
     computation  period and the Participant  need not be employed at the end of
     the 12-consecutive month computation period to receive credit for a Year of
     Service.

     (b)  Vesting Schedules:

     NOTE:The vesting  schedules  below only apply to a  Participant  who has at
          least one Hour of  Service  during or after  the 1989  Plan  Year.  If
          applicable,  Participants who separated from Service prior to the 1989
          Plan Year will remain  under the vesting  schedule as in effect in the
          Plan prior to amendment for the Tax Reform Act of 1986.

<PAGE>


     (i)  Full and immediate vesting.

                                            Years of Service
                    ------------------------------------------------------------
                     1        2        3         4         5         6       7
                    ---      ---      ---       ---       ---       ---     ---

     (ii)             %     100%
     (iii)            %        %     100%
     (iv)             %      20%      40%       60%       80%       100%
     (v)             0%       0%      20%       40%       60%        80%    100%
     (vi)           10%      20%      30%       40%       60%        80%    100%
     (vii)            %        %        %         %      100%
     (viii)           %        %        %         %         %          %    100%


NOTE:The  percentages  selected for schedule (viii) may not be less for any year
     than the percentages shown at schedule (v).

     [X]  All  contributions  other  than  those  which  are fully  vested  when
          contributed will vest under schedule (v) above.

     [ ]  Contributions other than those which are fully vested when contributed
          will vest as provided below:

                      Vesting
                  Option Selected       Type Of Employer Contribution
                  ---------------       -----------------------------
                                         7(c) Employer Match on
                                              Salary Savings

                                         7(c) Employer Match on
                                              Employee Voluntary

                                         7(e) Employer Discretionary

                                         7(f) & (g) Employer
                                              Discretionary -Integrated

     (c)  Service disregarded for Vesting:

          [X]  (i) Not Applicable. All Service shall be considered.

          [ ]  (ii)  Service  prior  to the  Effective  Date of  this  Plan or a
               predecessor   plan  shall  be   disregarded   when   computing  a
               Participant's vested and nonforfeitable interest.

          [ ]  (iii) Service prior to a Participant having attained age 18 shall
               be  disregarded   when  computing  a  Participant's   vested  and
               nonforfeitable interest.



<PAGE>

13.      SERVICE WITH PREDECESSOR ORGANIZATION

         For purposes of satisfying the Service  requirements  for  eligibility,
         Hours of Service shall include  Service with the following  predecessor
         organization(s):
         (These hours will also be used for vesting purposes.)

         See Attachment to Section 13 of this Adoption Agreement.



14.      ROLLOVER/TRANSFER CONTRIBUTIONS

         (a)      Rollover  Contributions,  as described at paragraph 4.3 of the
                  Basic Plan Document #R1, [X] shall [ ] shall not be permitted.
                  If  permitted,  Employees  [X] may [ ] may not  make  Rollover
                  Contributions  prior to meeting the  eligibility  requirements
                  for participation in the Plan.

         (b)      Transfer  Contributions,  as described at paragraph 4.4 of the
                  Basic Plan Document #R1, [X] shall [ ] shall not be permitted.
                  If  permitted,   Employees  [X]  may  [  ]  may  not  Transfer
                  Contributions  prior to meeting the  eligibility  requirements
                  for participation in the Plan.

          NOTE:Even if  available,  the  Employer  may  refuse  to  accept  such
               contributions  if  its  Plan  meets  the  safe-harbor   rules  of
               paragraph 8.7 of the Basic Plan Document #R1.

15.      HARDSHIP WITHDRAWALS

         Hardship  withdrawals,  as provided for in  paragraph  6.9 of the Basic
         Plan Document #R1, [X] are [ ] are not permitted.


16.      PARTICIPANT LOANS

         Participant  loans, as provided for in paragraph 13.4 of the Basic Plan
         Document #R1, [ ] are [X] are not permitted.  If permitted,  repayments
         of  principal  and  interest  shall be repaid to [ ] the  Participant's
         segregated account or [ ] the general Fund.

<PAGE>

17.    INSURANCE POLICIES

        The insurance  provisions of paragraph 13.5 of the Basic Plan Document
        #R1 [ ] shall [X] shall not be applicable.


18.    EMPLOYER INVESTMENT DIRECTION

       The Employer investment direction provisions, as set forth in paragraph
       13.6 of the  Basic  Plan  Document  #R1,  [ ] shall  [X]  shall  not be
       applicable.


19.    EMPLOYEE INVESTMENT DIRECTION

       (a)      The Employee investment direction provisions,  as set forth in
                paragraph  13.7 of the Basic Plan  Document #R1, [X] shall [ ]
                shall not be applicable.

                If applicable, Participants may direct their investments:

                [X]      (i)      among funds offered by the Trustee.

                [  ]     (ii)     among any allowable investments.

       (b)      Participants may direct the  following kinds of  contributions
                and the earnings thereon (check all applicable):

                [X]      (i)      All Contributions.

                [  ]     (ii)     Elective Deferrals.

                [  ]     (iii)    Employee Voluntary Contributions (after-tax).

                [  ]     (iv)     Employee Mandatory Contributions (after-tax).

                [  ]     (v)      Employer Qualified Matching Contributions.

                [  ]     (vi)     Other Employer Matching Contributions.

                [  ]     (vii)    Employer Qualified Non-Elective Contributions.

                [  ]     (viii)   Employer Discretionary Contributions.

                [  ]     (ix)     Rollover Contributions.

                [  ]     (x)      Transfer Contributions.

                [  ]     (xi)     All of  above which are  checked, but only  to
                                  the extent that the  Participant is vested  in
                                  those contributions.

<PAGE>


NOTE:To the extent that Employee investment direction was previously allowed, it
     shall continue to be allowed on those amounts and the earnings thereon.

20.  EARLY PAYMENT OPTION

     (a)  A Participant who separates from Service prior to retirement, death or
          Disability  [X]  may [ ] may  not  make  application  to the  Employer
          requesting an early payment of his or her vested account balance.

     (b)  A Participant  who has not separated  from Service [ ] may [X] may not
          obtain a  distribution  of his or her vested  Employer  contributions.
          Distribution can only be made if the Participant is 100% vested.

     (c)  A Participant  who has attained the Plan's Normal  Retirement  Age and
          who has not  separated  from  Service  [ ] may [X] may not  receive  a
          distribution of his or her vested account balance.

     NOTE:If the  Participant  has had the right to withdraw  his or her account
          balance in the past, this right may not be taken away. Notwithstanding
          the above, to the contrary,  required  minimum  distributions  will be
          paid. For timing of distribution see item 21(a) below.

21.  DISTRIBUTION OPTIONS

     (a)  Timing of Distributions:

          In  cases  of  termination   for  other  than  death,   Disability  or
          retirement, benefits shall be paid:

          [X]  (i) As soon as administratively feasible,  following the close of
               the  third  month  following  that  in  which a  distribution  is
               requested or is otherwise payable.

          [ ]  (ii) As soon as administratively  feasible following the close of
               the Plan Year during  which a  distribution  is  requested  or is
               otherwise payable.

          [ ]  (iii) As soon as administratively feasible, following the date on
               which a distribution is requested or is otherwise payable.

<PAGE>


          [ ]  (iv) As soon as administratively feasible, after the close of the
               Plan  Year  during  which  the  Participant   incurs  consecutive
               one-year Breaks in Service.

          [ ]  (v) Only after the  Participant  has achieved  the Plan's  Normal
               Retirement Age, or Early Retirement Age, if applicable.

          In cases of death, Disability or retirement, benefits shall be paid:

          [X]  (vi) As soon as administratively feasible, following the close of
               the monthly period during which a distribution is requested or is
               otherwise payable.

          [ ]  (vii) As soon as administratively feasible following the close of
               the Plan Year during  which a  distribution  is  requested  or is
               otherwise payable.

          [ ]  (viii) As soon as administratively  feasible,  following the date
               on which a distribution is requested or is otherwise payable.

     (b)  Optional Forms of Payment:

          [X]      (i)      Lump Sum.

          []   (ii) Installment Payments.

          []   (iii) Life Annuity*.

          []   (iv) Life Annuity  Term  Certain*.  Life  Annuity  with  payments
               guaranteed for _______ years (not to exceed 20 years, specify all
               applicable).

          []   (v) Joint and [ ] 50%, [ ] 66-2/3%,  [ ] 75% or [ ] 100% survivor
               annuity* (specify all applicable).

          [X]  (vi) Other form(s) specified:

<PAGE>

          *Not  available in Plan meeting  provisions  of paragraph 8.7 of Basic
          Plan Document #R1.

     (c)  Recalculation of Life Expectancy:

          In determining  required  distributions  under the Plan,  Participants
          and/or  their Spouse  (Surviving  Spouse) [ ] shall [X] shall not have
          the right to have their life expectancy recalculated.

          If "shall",

          [ ]   only the Participant shall be recalculated.

          [ ]   both the Participant and Spouse shall be recalculated.

          [ ]   who is recalculated shall be determined by the Participant.


<PAGE>


22.  SIGNATURES

     (a)  EMPLOYER:

          Name and address of Employer if different  than specified in Section 1
          above.

          Northwest Savings Bank

          This agreement and the corresponding  provisions of the Plan and Trust
          Basic Plan  Document  #R1 were adopted by the Employer the 24th day of
          June , 1996 .

                                             NORTHWEST SAVINGS BANK
          Signed for the Employer by:        Robert G. Norton

          Title:                             VICE PRESIDENT

          Signature:                        /s/Robert G. Norton
                                            6/24/96

          The Employer understands that its failure to properly complete
          the Adoption Agreement may result in  disqualification  of its
          Plan.

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

          This  Adoption  Agreement may only be used in  conjunction  with Basic
          Plan Document #R1.


<PAGE>


    (b)      TRUSTEE:

             Name of Trustee:

             Heritage Trust Company

             The  Employer's  Plan as contained  herein was accepted by the
             Trustee(s) the 28th day of June , 1996.

    Signed for the Trustee by:         HERITAGE TRUST COMPANY

    Title:                             EXECUTIVE VICE PRESIDENT

    Signature:                         /s/


    (c)      SPONSOR:

             The Employer's  Agreement and the corresponding  provisions of
             the Plan and  Trust/Custodial  Account Basic Plan Document #R1
             were accepted by the Sponsor the day of June, 1996.

             Signed for the Sponsor by: Kris J. Vargo

             Title:                     Partner

             Signature:               /s/ Kris J. Vargo


<PAGE>


                                                                     EXHIBIT 4.2



                            SUMMARY PLAN DESCRIPTION

                                     OF THE

                             NORTHWEST SAVINGS BANK
                     SECTION 401(x) RETIREMENT SAVINGS PLAN
                 As Amended and Restated Effective July 1, 1996
                          And Further Amended Effective
              October 1, 1997, January 1, 1999 and January 1, 2000



<PAGE>



                            SUMMARY PLAN DESCRIPTION
                                     OF THE
                             NORTHWEST SAVINGS BANK
                     SECTION 401(k) RETIREMENT SAVINGS PLAN

                                TABLE OF CONTENTS

1.      General................................................................1
2.      Identification of Plan.................................................1
3.      Type of Plan...........................................................2
4.      Plan Administrator.....................................................2
5.      Trustee/Trust Fund.....................................................2
6.      Definitions ...........................................................2
        A. Hours of Service....................................................2
        B. Normal Retirement Age and Early Retirement Age......................3
        C. Compensation........................................................3
        D. Employee............................................................3
7.      Eligibility to Participate.............................................3
8.      Contributions..........................................................4
        A. Employer Initial Eligibility Bonus Contribution.....................4
        B. Employee Salary Deferral Contributions..............................4
        C. Employer Matching Contributions.....................................4
        D. Employer Discretionary Profit Sharing Contributions.................4
9.      Participant Directed Investment of All Plan Accounts...................5
10.     Hardship Withdrawals...................................................5
11.     Vesting................................................................6
12.     Retirement Benefits - Manner of Payment................................6
13.     Payment of Benefits Upon Death or Permanent Disability.................6
14.     Payment of Benefits Prior to Retirement................................7
15.     Interest in Plan.......................................................7
16.     Claims Procedure ......................................................7
17.     Making Elections.......................................................7
18.       Participant's Rights Under ERISA.....................................8
19.       Amendment of Termination.............................................9
20.       Non-Transferable Interest............................................9
21.       Federal Income Taxation of Benefits Paid.............................9

Exhibit A -       Northwest Savings Bank 401(k) Daily Access System
Exhibit B -       List of Investment Funds Offered Under the Plan
Exhibit C -       Schedule of Prior Service Reorganized for Employees of
                  Predecessor Employers



<PAGE>



                            SUMMARY PLAN DESCRIPTION

                                     GENERAL

 The legal name, address and employer identification number of the Employer are:

                             Northwest Savings Bank
                         Liberty Street at Second Avenue
                           Warren, Pennsylvania 16365
                               E.I.N.: 25-0368460

     Northwest  Savings Bank (the  "Employer")  has  established  the  Northwest
Savings Bank Section 401(k)  Retirement  Savings Plan (the "Plan") to supplement
your income upon retirement.  In addition to retirement  benefits,  the Plan may
distribute  benefits in the event of your death or disability or in the event of
your  termination  of employment  prior to  retirement.  This Summary  describes
provisions  of the Plan as  amended  and  restated  effective  July 1,  1996 and
further amended effective October 1, 1997, January 1, 1999 and January 1, 2000.

     Upon your first becoming eligible to participate in the Plan (the first day
of the month  following  completion of one Year of Service with the Employer and
attaining age 21) the Employer will contribute a fully vested $100 bonus to your
account in the Plan.

     The Plan contains a Section 401(k) Salary Deferral savings feature.  Salary
Deferral  Contributions  and the earnings  therefrom  are not subject to Federal
income  tax until they are  distributed  to you from the Plan.  However,  Salary
Deferral  Contributions  are subject to Social Security taxes,  and to state and
local  income  taxes in  Pennsylvania.  Salary  Deferral  Contributions  are not
subject to state and local income taxes in New York or Ohio.

     In addition,  the Employer makes Matching  Employer  Contributions  to your
account  in the  Plan  equal  to 50% of the  first  6% of your  Salary  Deferral
Contributions to the Plan.

     The Employer may also make  discretionary  profit sharing  contributions to
the Plan.  All  contributions  by the  Employer  to the Plan,  and the  earnings
therefrom,  are not subject to Federal income tax until they are  distributed to
you from the Plan.

     In order for Salary Deferral  Contributions that you make under the Plan to
qualify for favorable federal tax treatment,  eligible employee  Participants at
various  compensation  levels must contribute  minimum  percentage  amounts that
satisfy prescribed participation tests.

     All benefits  payable to you under the Plan are in addition to any benefits
to which you may be entitled under Social Security or other retirement plans.

     Please keep in mind that this is only a summary of the Plan; in case of any
conflict between the content of this Summary and the provisions of the Plan, the
terms of the Plan will control.  If you have any questions  about the Plan after
reading this Summary, you may contact the Committee.

                            2. IDENTIFICATION OF PLAN

     The Plan is known as the Northwest  Savings Bank Section 401(k)  Retirement
Savings Plan. The Employer has assigned 002 as the Plan  identification  number.
The Plan Year is the period on which the Plan  maintains its records:  January 1
to December 31.



<PAGE>



                                 3. TYPE OF PLAN

     This  Plan is  commonly  known as a Section  401(k)  profit  sharing  plan.
Section 8,  "CONTRIBUTIONS",  explains the types of  contributions  to the Trust
Fund for the Plan held by the Plan Trustee.  Under this Plan,  there is no fixed
dollar  amount of  benefits.  Your  actual  benefit  will  depend on the  amount
credited to your accounts in the Plan at your retirement or earlier  termination
of  employment.  Your  benefit  will  reflect  the  amount  of  Salary  Deferral
Contributions,  if any,  which you make to the  Plan,  the  amount  of  Matching
Employer  Contributions  made to the  Plan  on your  behalf  and the  amount  of
Employer profit sharing contributions made to the Plan on your behalf during the
period of time you were a Participant in the Plan. Your actual benefit will also
include  your  Initial  Eligibility  Bonus and the  earnings  allocated  to your
respective accounts in the Plan.

                              4. PLAN ADMINISTRATOR

     The  Human  Resources  Department  of  Northwest  Savings  Bank is the Plan
Administrator  for the Plan  and is  responsible  for  providing  you and  other
Participants with information regarding your rights and benefits under the Plan.
The  Plan  Administrator  is  the  named  fiduciary  of the  Plan  and  has  the
responsibility  to make the rules under which the Plan is run, to interpret  the
Plan provisions,  and to administer the Plan in a fair way to all  Participants.
The Plan  Administrator also has the responsibility for making all discretionary
determinations  under the Plan and for directing the Trustee of the Plan to make
distributions  from the Plan.  The  Employer is the agent to receive  service of
legal  process.  In  addition,  service of legal  process may be served upon the
Trustee. The Plan Administrator's address and telephone number are:

               Human Resources Department, Northwest Savings Bank
                     Section 401 (k) Retirement Savings Plan
                               108 Liberty Street
                           Warren, Pennsylvania 16365
                            Telephone: (814) 728-7664

                              5. TRUSTEE/TRUST FUND

     The Employer has appointed the Trust Department of Northwest  Savings Bank,
108 Liberty Street,  Warren, PA 16365 to act as Trustee of the Plan. The Trustee
will hold all amounts which the Plan Participants and the Employer contribute to
the Plan in a trust fund.  Upon the  direction  of the Plan  Administrator,  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: January 1 through December 31.

                                 6. DEFINITIONS

     A.   Hours of Service

     The Plan and this Summary Plan Description  include  references to Hours of
Service.  To become  eligible  to  participate  in the Plan,  to  advance on the
vesting schedule 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, which is normally the Plan Year. The sections
covering Eligibility to Participate,  Vesting and Contributions explain hours of
service 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 for purposes of sharing in
Employer   allocations  for  a  Plan  Year  and  of  becoming  vested  in  those
allocations.  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 up to 501 hours in any  continuous  period during which
you do not work, such as paid vacation, sick leave, disability, layoff, military
duty or leave of absence.

                                        2



<PAGE>



     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
this leave,  not to exceed 501 hours per Plan Year. 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.

     B.   Normal Retirement Age and Early Retirement Age

     For  purposes of the Plan,  Normal  Retirement  Age is the day on which the
Participant  attains age sixty-five (65). The Plan also defines Early Retirement
Age as the day on which the Participant attains age fiftyfive (55) and completes
fifteen (15) years of service,  or completes  twenty-five (25) years of service,
regardless of age.

     C.   Compensation

     For  purposes  of the  Plan,  Compensation  is  defined  as base  salary or
earnings excluding overtime, bonuses and commissions paid by the Employer to you
and reportable to the Internal  Revenue  Service for Federal Income Tax purposes
after you become a  Participant  in the Plan.  Compensation  also  includes  any
amounts which are deferred by you as Salary Deferral Contributions.

     D.   Employee

     For purposes of the Plan,  an Employee  shall mean any person who is on the
active  employment rolls of the Employer,  excluding  however leased  employees,
non-resident   aliens,   and  employees  covered  under  collective   bargaining
agreements.

                          7. ELIGIBILITY TO PARTICIPATE

     An eligible  Employee  shall become a Participant  under the Plan,  for all
purposes,  on the first day of the month immediately following the date on which
he/she attains age twenty-one (21) and completes one (1) Year of Service.

     The Plan defines "Year of Service" for eligibility and vesting  purposes as
a 12 consecutive  month period,  commencing  with your  employment  commencement
date,  in which you  complete at least 1,000 Hours of Service for the  Employer.
The  initial 12 month  period  starts on your first day of  employment  with the
Employer.  If you do not  complete  a Year of  Service  in the  initial 12 month
period  beginning  on your first day of  employment,  the 12 month  period  will
become the Plan Year,  including the Plan Year which  includes your first day of
employment.

                                        3



<PAGE>



                                8. CONTRIBUTIONS

     A.   Employer Initial Eligibility Bonus Contribution

     Upon  satisfaction  by each employee of the  requirements to participate in
the Plan (first day of the month following completion of one Year of Service and
attainment of age 21) the Employer  will  contribute  $100 to the  Participant's
Initial Eligibility Bonus Account in the Plan, which shall be 100% vested.

     B.   Employ Salary Deferral Contributions

     You may elect to make a Salary Deferral  Contribution of a whole percentage
from 1 to 15 percent of your  Compensation.  The amount of your Salary  Deferral
Contribution will be deducted from each regular payroll check. Your Compensation
will be reduced by the amount of your Salary Deferral Contribution. For example,
assume  your  Compensation  is  $20,000  for the  year and the  Salary  Deferral
Contribution  percentage you select is equal to 6%. You will be able to have the
Employer  deposit  $1,200 (6% of $20,000) to your Salary  Deferral  Contribution
Account in the Plan  without  paying  Federal  income tax on this  amount.  Your
taxable compensation for Federal income tax purposes will be reduced to $18,800.
NOTE: The Plan  Administrator may reduce the percentage of Salary Deferral which
you elect if participation and contribution rates for all eligible employees are
not sufficient to meet certain deferral ratios required under IRS rules.

     Once you have satisfied the Plan's eligibility provisions, you may elect to
commence,  increase.  decrease or cease Salary Deferral  Contributions as of any
business  day  following  receipt  by the Plan  Administrator  (Human  Resources
Department  of Northwest  Savings Bank) of your written  instructions  (on forms
available from the Plan  Administrator)  or of your telephoned  instructions via
the 401 (k) Daily Access  System  attached as Exhibit A. Exhibit A is subject to
amendment by the Plan  Administrator  at any time  hereafter  upon notice to all
Plan Participants.

     C.   Employer Matchig Contributions

     The Employer will make a matching  contribution to your account in the Plan
based on the amount of Salary Deferral Contributions you make to the Plan during
the Plan Year. The Employer  Matching  Contribution  allocated to the account of
each  Participant who makes Salary Deferral  Contributions  for any Plan Year is
equal to 50% of the first 6% of each Participant's Salary Deferral Contributions
for  that  Plan  Year.  In  other  words,  a   Participant's   Salary   Deferral
Contributions  which are in excess of 6% of his  Compensation  for any Plan Year
are disregarded for the purposes of receiving an allocation of Employer Matching
Contributions.

     Any Employer Matching  Contributions  under the Plan which are forfeited by
Participants who terminate their  employment  before they are vested in the Plan
are  applied  against  Employer   Matching  or   Discretionary   Profit  Sharing
Contributions otherwise due under the Plan.

     D.   Employer Discretionary Profit Sharing Contributions

     The Employer, in its discretion,  will determine annually the amount of its
discretionary Employer Profit Sharing Contributions to the Plan, if any.

     You must  complete  1,000  Hours of  Service  during  the Plan  Year and be
employed on the last day of the Plan Year in order to share in the allocation of
the Employer's discretionary Profit Sharing Contribution for any Plan Year.

     For each Plan Year,  the Plan  Administrator  will allocate the  Employer's
Discretionary  Profit  Sharing  Contribution,  if any, to the separate  Employer
Contribution  Accounts maintained for Participants.  The Plan Administrator will
base this allocation upon each  Participant's  proportionate  share of the total
compensation  paid by the Employer during that Plan Year to all  Participants in
the Plan. For example, if your compensation for that Plan

                                        4



<PAGE>



Year is 1% of the total  compensation  for all  participants for that particular
Plan Year, the Plan  Administrator will allocate 1% of the total Employer profit
sharing contribution for the Plan Year to your account.

     If there are  Participant  forfeitures  of  Employer  Discretionary  Profit
Sharing  Contributions  under the Plan, the Plan  Administrator will apply these
forfeitures   against  Employer   Matching  or   Discretionary   Profit  Sharing
Contributions otherwise due under the Plan.

             9. PARTICIPANT DIRECTED INVESTMENT OF ALL PLAN ACCOUNTS

     Eight separate  investment  funds are maintained  under the Plan.  They are
listed in Exhibit B. You may direct the Trustee to invest  your Salary  Deferral
Contribution  Account,  your Employer Matching  Contribution  Account, your $100
Initial Eligibility Bonus, and your Employer Profit Sharing Contribution Account
in full percentages (no fractions)  among these eight investment  funds. You may
change your investment  designation as of any business day following  receipt by
the Plan Administrator of your written instructions (on forms available from the
Plan  Administrator)  or of your telephoned  instructions  via the 401 (k) Daily
Access System  attached as Exhibit A. You may choose whether your new investment
designation  will  apply  to  future   contributions   only  or  to  the  future
contributions and amounts  previously  contributed to your Accounts in the Plan.
The value of each of your  Accounts in the Plan is  determined  as of the end of
each  business  day. If you have any questions  regarding  the  investment  fund
options you may contact the Committee.

                            10. HARDSHIP WITHDRAWALS

     You may  apply  in  writing  to the Plan  Administrator  at any time for an
emergency withdrawal from your Salary Deferral Contribution  Account.  Under the
Treasury Regulations,  such withdrawals may be made only for immediate and heavy
financial need which cannot be met by insurance,  borrowing or other  resources,
and the  amount  withdrawn  may not  exceed  the  amount  required  to meet  the
immediate financial need created by the emergency. The amount of withdrawal will
be  paid  to you as  soon  as  practicable  after  it is  approved  by the  Plan
Administrator. Determination of financial hardship will be made on a uniform and
non-discriminatory basis.

     Conditions  which warrant  approval of a  Participant's  application  for a
hardship  withdrawal  are  limited  to  medical  or  hospital  expenses  of  the
Participant  or  dependents,  purchase  (excluding  mortgage  payments)  of  the
Participant's  principal  residence,   payment  of  post-secondary   educational
expenses  (including  tuition,  fees and room and board expenses for the next 12
months)  for the  Participant  or the  Participant's  dependents,  or payment of
expenses which threaten  eviction from or the foreclosure of the mortgage on the
Participant's principal residence.

     Amounts  withdrawn may not be returned to the Plan. Your withdrawal will be
subject to Federal  income  tax,  and if you  request a  distribution  from your
Salary  Deferral  Contribution  Account  prior  to  attaining  age 59 1/2,  that
distribution will also be subject to a 10% early  distribution  penalty tax. You
may include in your hardship  withdrawal the amount of taxes you will incur as a
result of it. You should  consult a qualified  tax advisor  before  requesting a
hardship distribution from the Plan.

     Participants who make a hardship withdrawal may not make Elective Deferrals
or other  contributions  to the Plan for twelve  months  following  receipt of a
hardship distribution.

     Hardship  withdrawals  are  available  only  from  your  employee  elective
deferrals, and require the consent of your spouse, if you are married.



<PAGE>



                                   11. VESTING

     Vesting means acquiring a nonforfeitable right to benefits under the Plan.

     You will  always be 100  percent  vested in your $100  Initial  Eligibility
Bonus,  your Salary Deferral  Contribution  Account and the investment  earnings
thereon.

     Your vested  interest in your Employer  Matching  Contribution  Account and
Employer   Profit   Sharing    Contribution    Account   becomes   100%   vested
(nonforfeitable)  upon your attaining the Plan's normal retirement age or if you
terminate  employment  earlier because of death or disability.  If you terminate
employment  prior to retirement  for any reason other than death or  disability,
then your interest in your Employer Profit Sharing Contribution Account and your
Employer  Matching  Contribution  Account  becomes vested in accordance with the
following schedule,  depending on your Years of Service for the Employer to your
date of termination:

                                                 Percentage of
     Years of Service                     Non-Forfeitable Interest
     ----------------                     ------------------------
            0-3                                        0%
             3                                        20%
             4                                        40%
             5                                        60%
             6                                        80%
             7 or more                               100%

     The Prior Service of Employees with  predecessor  employers which have been
acquired by or merged into Northwest Savings Bank was recognized for purposes of
vesting the Employer  Matching and Profit  Sharing  Contributions  to their Plan
Accounts in  accordance  with the Schedule  attached as Exhibit C. This Schedule
also lists the date when these  Employees were  initially  eligible for the $100
bonus.

                   12. RETIREMENT BENEFITS - MANNER OF PAYMENT

     In order to receive the  retirement  benefit which you earn under the Plan.
you must complete the required forms available from the Plan Administrator. Your
retirement benefit will be paid to you as soon as  administratively  practicable
following your qualified  retirement,  and the receipt by the Plan Administrator
of the required  forms.  You have the option to take the value of your Northwest
Savings  Bank Stock  Account in stock or in cash or a  combination  of stock and
cash, as you select.  Your other accounts in the Plan will be distributed to you
in a lump sum in cash.

           13. PAYMENT OF BENEFITS UPON DEATH OR PERMANENT DISABILITY

     In the case of your death or total and permanent disability before actually
retiring, your total account balances will be paid to your Beneficiary in a lump
sum as soon as  administratively  feasible  following  your  death or total  and
permanent  disability.  You may select  any  Beneficiary  you wish,  and you may
change your  Beneficiary at any time by completing the proper form and returning
it to the Plan Administrator. If you are married at the time of your death, your
spouse will be the  Beneficiary of the death benefit unless you otherwise  elect
in writing on a beneficiary form available from the Plan  Administrator.  If you
wish to designate a Beneficiary other than your spouse, your spouse must consent
to waive any  rights to the death  benefit.  Your  spouse's  consent  must be in
writing and witnessed by a notary.

     It may be possible for you to defer federal and state income  taxation of a
distribution  by making a "rollover"  of your  Account  Balances in this Plan to
your own rollover individual  retirement account.  Consult your financial or tax
advisor on how to set up your individual retirement account to accept a rollover
from this Plan.

                                        6



<PAGE>



                   14. PAYMENT OF BENEFITS PRIOR TO RETIREMENT

     If you  terminate  employment  for any reason  other than death,  total and
permanent disability or retirement, to receive the value of your vested accounts
in the  Plan  you must  make a  written  request  for  distribution  to the Plan
Administrator  on a form  available  from the Human  Resources  Department.  The
balance  of your  vested  accounts  will  be paid to you as soon as  practicable
following the close of the third  calendar month  following your  termination of
employment.  Upon payment of such  amounts,  your accounts  represented  thereby
shall be canceled.  The form of payment of your accounts in the Plan will be the
same as would be available to you at the time of your  retirement,  as described
in Section 12.

     However,  the Trustee may not postpone  distribution of your benefits later
than the taxable year in which you attain age 70 1/2.

                              15. INTEREST IN PLAN

     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

     When an event occurs which entitles you to a distribution  of your benefits
under  the  Plan,  the  Plan   Administrator  will  notify  you  regarding  your
distribution rights. If you disagree with the Plan Administrator's determination
of the  amount  of your  benefits  under the Plan or with  respect  to any other
decision the Plan  Administrator  may make  regarding your interest in the Plan,
the Plan contains the appeal procedure you should follow.  In brief, if the Plan
Administrator  determines  it  should  deny  benefits  to you,  it 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 Plan Administrator.  You,
or a duly authorized  representative,  must appeal the adverse  determination in
writing to the Plan Administrator 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 Plan Administrator's determination will be final and binding.

     If you  appeal to the Plan  Administrator,  you,  or your  duly  authorized
representative,  must submit the issues and comments  you feel are  pertinent to
permit  the  Plan  Administrator  to  re-examine  all  facts  and  make a  final
determination  with respect to the denial.  The Plan  Administrator  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 Plan  Administrator  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  which is
denied, or a determination is made with which your beneficiary disagrees.

                              17. MAKING ELECTIONS

     Any elections or choices you may make under the Plan (for example  choosing
your Beneficiary) should be made in writing on the forms available from the Plan
Administrator  (Human  Resources  Department)  or  pursuant  to your  telephoned
instructions,  to the  extent  permitted  by the 401  (k)  Daily  Access  System
attached  as  Exhibit  A.  Exhibit  A  is  subject  to  amendment  by  the  Plan
Administrator at any time upon notice to all Plan Participants.





                                       7

<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 shall be entitled to:

     (a) Examine,  without charge, at the Plan Administrator's  office, all Plan
documents 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  Administrator  may  make a
reasonable charge for the copies.

     (c)  Receive a summary  of the Plan's  annual  financial  report.  The Plan
Administrator is required by law to furnish each Participant with a copy of this
summary annual report.

     (d)  Obtain a  statement  telling  you the  vested  amount in your  account
balances.  If you do not have a right to a benefit,  the statement will tell you
how many more years you have to work to get a right to a benefit. This statement
must be  requested  in writing and is not  required to be given 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 Plan.  The people
who operate your Plan are called "fiduciaries" of the Plan. and include the Plan
Administrator  and the Trustee.  They have a duty to operate the Plan  prudently
and in the interest of you and other Plan  Participants  and  beneficiaries.  No
one,  including  your  Employer or any other  person,  may fire you or otherwise
discriminate  against you in any way to prevent you from  obtaining a benefit or
exercising  your rights  under  ERISA.  if your claim for a benefit is denied in
whole or in part,  you must receive a written  explanation of the reason for the
denial. You have the right to have the Plan Administrator  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 m 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 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  office of the Pension and
Welfare  Benefits  Administration,  U.S.  Department  of  Labor,  listed in your
telephone  directory  or the  Division of Technical  Assistance  and  Inquiries,
Pension  and Welfare  Benefit  Administration,  U.S.  Department  of Labor,  200
Constitution Avenue, N.W., Washington, D.C., 20210.




                                        8



<PAGE>



                          19. AMENDMENT OF TERMINATION

     The Employer intends that the Plan will continue indefinitely;  however, it
reserves the right to amend or terminate the Plan in its discretion. If the Plan
is  terminated,  you will receive  benefits under the Plan based on your Account
Balances  accumulated  to the  date of  termination  of the  Plan  and you  will
automatically be fully vested in your Account Balances  regardless of your Years
of Service.  The money which has been contributed to the Trust Fund must be used
to provide the  benefits  described  in this  Summary and may under only limited
circumstances be returned to the Employer.

     Because your benefits depend solely on the amount in your account,  the law
provides that the Plan is not insured under Title IV of the Employee  Retirement
Income Security Act of 1974.

                          20. NON-TRANSFERABLE INTEREST

     Generally,  Participants' interests in their Plan accounts, including their
"vested" interests, may not be alienated, that is sold, used as collateral for a
loan, given away or otherwise transferred. Also, Participants' creditors may not
attach, garnish or otherwise interfere with Participants' accounts.

     However,  the  Plan  Administrator  may be  required  by  law to  recognize
obligations you incur as a result of court ordered child support or alimony. The
Plan Administrator must honor a "qualified  domestic relations order",  which is
defined as a decree or order issued by a court that  obligates  you to pay child
support or alimony,  or otherwise allocates a portion of your assets in the Plan
to your spouse,  former spouse,  child or other  dependent.  If such an order is
received by the Plan  Administrator,  all or a portion of your  benefits  may be
used to satisfy the  obligation.  The Plan  Administrator  shall  determine  the
validity of any domestic relations order it receives.

     Also,  if, at the time a  Participant  or his  Beneficiary  is  entitled to
receive a benefit, he is indebted to the Plan, the Plan Administrator may direct
the Trustee to first  satisfy  that debt before  paying the benefit  over to the
Participant or Beneficiary.

                  21. 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" of your Account  Balances in
this Plan to your own rollover individual retirement account or to the qualified
retirement plan of another employer.

     Mandatory income tax withholding rules apply to some distribution which you
do not  rollover  directly  to an  individual  retirement  account or to another
qualified plan. At the time you receive a distribution,  you also will receive a
notice explaining withholding  requirements and the options available to you. We
emphasize  that you should  consult  your own tax  adviser  with  respect to the
proper method of reporting any distribution you receive from the Plan.

[GRAPHIC OMITTED]


[GRAPHIC OMITTED]





                                        9








<PAGE>



                                   EXHIBIT B
                                   ---------

                List of Investment Funds Offered Under the Plan

Investment Fund                           Description
---------------                           -----------


Fidelity Institutional
Cash Money Market                         Stable Value Fund

Fidelity Ginnie Mae                       Government National Mortgage
                                          Association Fund

Vanguard Balanced Index                   Balanced Index Fund of Common Stocks
                                          and Investment

                                          Grade Bonds

Fidelity Blue Chip Fund                   Large Capitalization Growth Stock Fund

Vanguard Windsor II                       Value Stock Fund

FPA Capital Fund                          Medium to Small Capitalization Value
                                          Stock Fund

T. Rowe Price Int'l Stock                 International Stock Fund

Northwest Savings Bank Stock              Employer Stock Fund




<PAGE>



        EXHIBIT C to Summary Plan Description for Northwest Savings Bank
        ----------------------------------------------------------------
                       s.401(k) Retirement Savings Bank
                       --------------------------------

              Schedule of Prior Service Recognized for Employees of
                              Predecessor Employers

     Prior  Service with the  Predecessor  Employers  listed in Column (1) below
which were  acquired or merged into the  Employer  at the  respective  Effective
Dates  listed in Column  (2) below are  recognized  for  purposes  of vesting of
employer  matching  and  profit  sharing  contributions  as listed in Column (3)
below.  The  respective  dates of  eligibility  for the $100 One-Time  Bonus are
indicated in Column (4) below.

<TABLE>
<CAPTION>
(1)                                          (2)                               (3)                             (4)
                                                                     Prior Service Recognized
                                                                     for Purposes of Vesting
Predecessor                         Effective Date of                Employer Matching and              Date of Eligibility
Employer                            Merger/Acquisition               Profit Sharing Contributions?      for $100 Bonus
----------                          ------------------               -----------------------------      ---------------------
Bakerstown Savings
<S>                                 <C>                                     <C>                         <C>
and Loan                            September 1, 1985                       Yes                         July 1, 1991
Colony Savings
and Loan                            May 27, 1986                            Yes                         July 1, 1991
Powell Consumer
Discount Co.                        July 25, 1986                           No                          July 1, 1991
Butler Consumer
Discount Company                    December 30, 1986                       Yes                         July 1, 1991
Thrift Financial
Services                            January 1, 1988                         No                          July 1, 1991
Horizon Savings
and Loan                            April 1, 1990                           Yes                         July 1, 1991
Steitz Savings
and Loan                            June 4, 1990                            Yes                         July 1, 1991
Preis Consumer
Discount Company                    November 1, 1991                        No                          January 1, 1992
American Federal
Savings Association                 March 7, 1992                           Yes                         April 1, 1992
Community Consumer
Discount Company                    May 5, 1993                             No                          July 1, 1994
Selected Mellon
Bank Offices - I                    September 25, 1993                      Yes                         October 1, 1993
Central Pennsylvania
Savings Association                 June 27, 1994                           Yes                         July 1, 1994

Zelie Consumer
Discount Company                    February 24, 1995                        Yes                         April1996
</TABLE>


<PAGE>

<TABLE>

<S>                                          <C>                                <C>                               <C>
(1)                                          (2)                                (3)                               (4)

First Federal Savings
Bank of Kane                        March 29, 1996                             Yes                          April 1, 1996
First National Bank
of Centre Hall                      April 12, 1996                             Yes                          July 1, 1996
Bridgeville Savings
Bank                                February 24, 1997                          Yes                          April 1, 1997
Dubois Financial
Services                            March 1, 1997                              No                           April 1, 1998
Oil City Office of
First Western Bank                  October 11, 1997                           Yes                          January 1998
Selected National
City Bank Offices - I               December 15, 1997                          Yes                          January 1, 1998
Jamestown
Savings Bank                        September 1, 1998                          Yes                          October 1. 1998
Corry Savings Bank                  October 22, 1998                           Yes                          January 1999
Selected National
City Bank Offices - II              December 15, 1998                          Yes                          January 1999
Selected Mellon
Bank Offices - II                   June 24, 1999                              Yes                          January 1. 1999
Selected PNC Bank
Offices                             September 24, 1999                         Yes                          October 1, 1999
</TABLE>

<PAGE>



                                                                     EXHIBIT 4.3



                     NORTHWEST 401(K)RETIREMENT SAVINGS PLAN
                       DEFERRAL / INVESTMENT ELECTION FORM
                    (Complete and return to Human Resources)

_________________________________            ___________________________________
Participant Name                             Department/Office

_________________________________            ___________________________________
Home Address                                 Social Security Number

__________________________________________________
Enrollment/Change Effective Date (next pay period)

--------------------------------------------------------------------------------
SECTION A: Deferral Election


(Please Check one)

[ ]  I elect to defer____% from my regular Salary per pay check for contribution
     to the Plan on a pre-tax basis.  (Select an even percentage,  not to exceed
     15%. The Plan  Administrator  may deduct a lower  percentage if required by
     IRS rules.  The first 6% of Employee  Salary  Deferrals  will receive a 50%
     Employer Matching Contribution to your account in the Plan.)

[ ]  do not wish to make Salary Deferral Contributions to the Plan at this time.
     I understand  that my Plan  account will not receive any Employer  Matching
     Contributions,   (You  must  still   complete   Section  13  for   Employer
     Contributions other than Employer Matching,  i.e., $100 Initial Eligibility
     Bonus.)

--------------------------------------------------------------------------------
SECTION B: Investment Election

Indicate in Column 1, below,  the  percentage  of your  future  Salary  Deferral
Contributions  that you wish to invest in each Fund offered by the Plan. (Future
Employer Matching Contributions,  your $100 Initial Eligibility Bonus and Profit
Sharing  Contributions will be invested in the same manner. ) Indicate in Column
2, below,  the percentage of your current  balances in the Plan  (including past
Employer  Contributions  to your account),  that you wish to invest in each Fund
offered  by the Plan.  Use full  percentage,  not  fractions.  Be sure that each
column adds up to 100%.  Complete both columns  whenever  making any  Investment
Election.  Enter the same percentages in both columns if you wish to invest your
current Plan balances the same way as you want future contributions to your Plan
account to be invested.

<TABLE>
<CAPTION>
                                                                          COLUMN I                COLUMN 2
==================================================================================================================
                                                                        Percentage of           Percentage of
  Investment Fund                             Description                 All Future              All Current
                                                                        Contributions           Plan Balances*
------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                     <C>                    <C>
Fidelity Money Market                     Stable Value Fund
Fidelity Ginnie Mae                           Bond Fund
Vanguard Balanced Index              Balance of Stocks and Bonds
Fidelity Blue Chip Fund              Large Company Growth Stock
Vanguard Windsor II                       Value Stock Fund
FPA Capital Fund                      Small Company Stock Fund
T. Rowe Price Int'1 Stock            International Stock Fund
Northwest Savings Bank Stock             Employer Stock Fund
TOTALS                                  (not to exceed 100'%)                100%                    100%
==================================================================================================================
</TABLE>

* Current Plan Balances are calculated as of the end of each day.


<PAGE>


The Investment  Directions set forth shall be effective in (the first pay period
following receipt by Human Resources of this form provided that it is properly
signed,  completed and delivered to Human Resources.  Any amounts deducted from
your pay  pursuant  to your  Deferral  instructions  shall be held in the  Money
Market Account pending investment in the Fund(s) which you designate.




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

SECTION C: Authorization and Assumption of Responsibility
           for Investment Decisions
           ------------------------

I authorize my Employer,  Northwest Savings Bank, to make the deductions from my
pay as indicated for  contribution  to my account in the Plan and to invest such
contributions, along with all Employer Contributions held and made to my account
in the plan, in accordance  with my Investment  Directions in Columns 1 and 2 on
this form.

I understand that my Employer, Northwest Savings Bank, assumes no responsibility
for the investment performance or results of any of the Investment Funds which I
have  selected  for the  investment  of my  contributions  and of my  Employer's
contributions  to my account in the Plan.  I accept full  responsibility  for my
investment decisions.

I further understand that if, as an employee of Northwest Savings Bank, I become
aware of material confidential information regarding the financial or operating
condition  of the  Bank,  I will be  legally  prohibited  from  acting  on said
information by increasing or reducing my interest in the Employer Stock Fund (or
in  any  other  securities  of  the  Employer)  prior  to the  release  of  said
information to the investing public.

EVEN IF YOU DO NOT ELECT TO                                _____________________
MAKE SALARY DEFERRAL                                       Signature
CONTRIBUTIONS, THIS FORM
MUST BF SIGNED AND RETURNED.                               _____________________
                                                           Date

<PAGE>





                                                                       EXHIBIT 5




July 21, 2000                                                   (202) 274-2000

Board of Directors
Northwest Bancorp, Inc.
Liberty Street and Second Avenue
Warren, Pennsylvania 16365-2353

                  Re:      Northwest Retirement Savings Plan
                           Registration Statement on Form S-8

Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the  registration of  participation  interests in the Northwest
Retirement  Savings Plan (the "Plan").  We have reviewed the Northwest  Bancorp,
Inc.'s (the "Company")  Articles of  Incorporation,  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 be 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
                                        ------------------------------------
                                        Luse Lehman Gorman Pomerenk & Schick
                                        A Professional Corporation



<PAGE>


                                                                    EXHIBIT 23.2




                                               [KPMG LLP Letterhead]



                                          Consent of Independent Auditors



We consent to the incorporation by reference in this  registration  statement of
Northwest Bancorp, Inc. (the "Company") on Form S-8 for the Northwest Retirement
Savings Plan of our report dated August 20, 1999, on the consolidated  financial
statements of Northwest Bancorp,  Inc. as of June 30, 1999 and 1998, and for the
years  ended June 30,  1999,  1998 and 1997,  included in the  Company's  annual
report on Form 10-K for the year ended June 30, 1999,  incorporated by reference
in this Form S-8.




/s/ KPMG LLP

Pittsburgh, Pennsylvania
July 18, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 395216}]
{"company-data": {"conformed-name": "NORTHWEST BANCORP INC", "cik": "0001042064", "assigned-sic": "6036", "irs-number": "232900888", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41984", "film-number": "676872"}, "business-address": {"street1": "LIBERTY & SECOND STS", "city": "WARREN", "state": "PA", "zip": "16365", "phone": "8147262140"}, "mail-address": {"street1": "LIBERTY & SECOND STS", "city": "WARREN", "state": "PA", "zip": "16365"}}
Registration No. 333-______

      As filed with the Securities and Exchange Commission on July 21, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Northwest Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

       Pennsylvania                                   23-2900888
(State or Other Jurisdiction of            (I.R.S. Employer Identification  No.)
Incorporation or Organization)

                        Liberty Street and Second Avenue
                           Warren, Pennsylvania 16365
                    (Address of Principal Executive Offices)

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

                        Northwest Retirement Savings Plan
                            (Full Title of the Plan)

                                 Copies to:
            John O. Hanna                      Beverly J. White, Esquire
President and Chief Executive Officer         Kenneth R. Lehman, Esquire
       Northwest Bancorp, Inc.        Luse Lehman Gorman Pomerenk & Schick, P.C.
  Liberty Street and Second Avenue       5335 Wisconsin Ave., N.W., Suite 400
     Warren, Pennsylvania 16365                 Washington, D.C.  20015
           (814) 726-2140                           (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 Northwest Retirement
     Savings Plan (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.  ss.
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  Northwest  Retirement
Savings Plan (the "Plan"). Documents containing the information required by Part
I of this  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 the  Northwest  Bancorp,  Inc. (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 a 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  Securities and
Exchange   Commission  (the  "SEC")  are   incorporated  by  reference  in  this
Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
         June 30, 1999 (File No. 0- 23817) filed with the SEC on  September  28,
         1999 and pursuant to Rule 3a-1 of the Exchange Act.

         b) The Company's  Quarterly Reports on Form 10-Q for the quarters ended
         September  30, 1999,  December  31, 1999,  and March 31, 2000 (File No.
         0-23817)  filed with the SEC on November 15,  1999,  February 14, 2000,
         and May 15, 2000, respectively.

         c) The  description of the Common Stock  contained in the  Registration
         Statement on Form S-4 (Commission File No. 333-31687), originally filed
         by the Company  with the SEC under the  Securities  Act of 1933 on July
         21, 1997.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                                         3
Item 6.  Indemnification of Directors and Officers

                  Article  VI  of  the  Registrant's   Bylaws  provide  for  the
following indemnification for Directors and Officers.

                  6.1 Third Party Actions.  The Corporation  shall indemnify any
         person who was or is a party,  or is threatened to be made a party,  to
         any  threatened,  pending or completed  action or  proceeding,  whether
         civil, criminal,  administrative or investigative (other than an action
         by or in the right of the  Corporation),  by reason of the fact that he
         is or  was a  director  or  officer  of the  Corporation,  or is or was
         serving  at the  request  of the  Corporation  as a  representative  of
         another domestic or foreign  corporation for profit or  not-for-profit,
         partnership, joint venture, trust or other enterprise, against expenses
         (including  attorney's  fees),  judgments,  fines and  amounts  paid in
         settlement  actually and reasonably  incurred by him in connection with
         the action or  proceeding  if he acted in good faith and in a manner he
         reasonably  believed to be in, or not opposed to, the best interests of
         the Corporation  and, with respect to any criminal  proceeding,  had no
         reasonable cause to believe his conduct was unlawful, provided that the
         Corporation shall not be liable for any amounts which may be due to any
         such person in connection with a settlement of any action or proceeding
         effected  without its prior written consent or any action or proceeding
         initiated  by any such person  (other than an action or  proceeding  to
         enforce rights to indemnification hereunder).

                  6.2 Derivative and Corporate  Actions.  The Corporation  shall
         indemnify any person who was or is a party, or is threatened to be made
         a party,  to any threatened,  pending or completed  action by or in the
         right of the  Corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the  Corporation
         or  is  or  was  serving  at  the  request  of  the  Corporation  as  a
         representative of another domestic or foreign corporation for profit or
         not-for-profit,  partnership, joint venture, trust or other enterprise,
         against  expenses  (including  attorney's fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement  of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed  to, the best  interests  of the  Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in  connection  with a settlement  of any
         action  or  proceeding  affected  without  its prior  written  consent.
         Indemnification  shall not be made under this Section 6.2 in respect of
         any claim,  issue or matter as to which the person has been adjudged to
         be liable to the  Corporation  unless and only to the  extent  that the
         court of common pleas of the judicial district  embracing the county in
         which the registered  office of the Corporation is located or the court
         in which the action  was  brought  determines  upon  application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity  for the expenses  that the court of common pleas or other
         court deems proper.

                  6.3   Mandatory   Indemnification.   To  the  extent   that  a
         representative  of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified  against expenses  (including  attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
         a court, any indemnification  under Section 6.1 or Section 6.2 shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:

                                                         4
(1) by the  Board of  Directors  by a  majority  vote of a quorum
          consisting  of  directors  who  were  not  parties  to the  action  or
          proceeding;

               (2) if such a quorum is not  obtainable,  or if obtainable  and a
          majority vote of a quorum of  disinterested  directors so directs,  by
          independent legal counsel in a written opinion; or

               (3) by the stockholders.

                  6.5 Advancing Expenses.  Expenses (including  attorneys' fees)
         incurred  in  defending  any action or  proceeding  referred to in this
         Article  VI shall be paid by the  Corporation  in  advance of the final
         disposition of the action or proceeding  upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately  determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

                  6.6  Insurance.  The  Corporation  shall  have  the  power  to
         purchase and maintain insurance on behalf of any person who is or was a
         representative  of the  Corporation or is or was serving at the request
         of the Corporation as a  representative  of another domestic or foreign
         corporation for profit or not-for-profit,  partnership,  joint venture,
         trust or other  enterprise  against any liability  asserted against him
         and incurred by him in any such capacity,  or arising out of his status
         as  such,  whether  or not the  Corporation  would  have  the  power to
         indemnify  him against  that  liability  under the  provisions  of this
         Article VI.

                  6.7  Modification.  The duties of the Corporation to indemnify
         and to advance  expenses  to a director  or  officer  provided  in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person,  and no  amendment or repeal of any  provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim  based on an act or failure  to act which  took place  prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

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  Northwest Retirement Savings Plan and Adoption Agreement.

          4.2  Summary Plan  Description  for the Northwest  Retirement  Savings
               Plan.

          4.3  Form  of  Investment  Election  to  be  made  available  to  Plan
               Participants  with respect to the  investment  of their  accounts
               under the Plan.

          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 KPMG LLP.

                                                         5
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 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 Warren,  Commonwealth of Pennsylvania,  on this
21st day of July, 2000.

                                                 NORTHWEST BANCORP, INC.

                                           By:   /s/ John O. Hanna
                                                 _______________________________
                                                 John O. Hanna, President and
                                                   Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  Directors  of  Northwest  Bancorp,  Inc.,  hereby
severally constitute and appoint John O. Hanna, with full power of substitution,
our true and lawful attorney and agent, to do any and all things in our names in
the  capacity  indicated  below which said John O. Hanna may deem  necessary  or
advisable to enable  Northwest  Bancorp,  Inc. to comply with  Securities Act of
1933, as amended, and any rules,  regulations and requirements of the Securities
and Exchange  Commission,  in connection with the  registration of participation
interests in the Northwest Retirement Savings Plan, 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 ratify
and  confirm  all that said John O. Hanna 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.

By: /s/ John O. Hanna                     By: /s/ William J. Wagner
    ______________________________           ________________________________
  John O. Hanna, President, Chief            William J. Wagner, Executive Vice
     Executive Officer and Director    President, Chief Financial Officer, Chief
  (Principal Executive Officer)              Operating Officer and Director
                                           (Principal Financial and Accounting
                                                        Officer)

Date: July 21,2000                       Date:  July 21,2000

By: /s/ Richard L. Carr                   By: /s/ Thomas K. Creal, III
    ____________________________             _________________________________
    Richard L. Carr, Director                Thomas K. Creal, III, Director

Date: July 21, 2000                       Date:  July 21,2000
By: /s/ John J. Doyle                     By: /s/ Robert G. Ferrier
    _____________________________            _________________________________
    John J. Doyle, Director                  Robert G. Ferrier,  Director

Date: July 21, 2000                       Date: July 21, 2000

By: /s/ Richard E. McDowell               By: /s/ Joseph T. Stadler
    ______________________________           __________________________________
    Richard E. McDowell, Director            Joseph T. Stadler, Director

Date: July 21, 2000                       Date: July 21, 2000

By: /s/ Walter J. Yahn                    By: /s/ John M. Bauer
    ______________________________           _________________________________
    Walter J. Yahn, Director                 John M. Bauer, Director

Date: July 21, 2000                        Date: July 21, 2000
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 Warren,  Commonwealth of
Pennsylvania, on July 21, 2000.

                                             NORTHWEST RETIREMENT SAVINGS PLAN

                                     By:      /s/ Robert G. Norton
                                              __________________________________
                                              Robert G. Norton
                                              Plan Administrator
EXHIBIT INDEX

Exhibit Number                      Description

     4.1  Northwest Retirement Savings Plan and Adoption Agreement.

     4.2  Summary Plan Description for the Northwest Retirement Savings Plan.

     4.3  Form of Investment  Election to be made available to Plan Participants
          with respect to the investment of their accounts under the Plan.

     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 KPMG LLP.

     24   Power  of  Attorney   (contained  in  the   signature   page  to  this
          Registration Statement).
EXHIBIT 4.1

                     REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST

                                  Sponsored By

                           BOETGER & ASSOCIATES, INC.

                             BASIC PLAN DOCUMENT #R1

                                                                   FEBRUARY 1993

Copyright 1993 THE McKAY HOCHMAN COMPANY, INC.
THIS DOCUMENT IS COPYRIGHTED  UNDER THE LAWS OF THE UNITED STATES.  UNAUTHORIZED
USE,  DUPLICATION OR  REPRODUCTION,  INCLUDING THE USE OF ELECTRONIC  MEANS,  IS
PROHIBITED BY LAW WITHOUT THE EXPRESS CONSENT OF THE AUTHOR.

                                                TABLE OF CONTENTS

   PARAGRAPH                                                                PAGE
   ---------                                                                ----

                                                    ARTICLE I
                                                   DEFINITIONS

1.1               Actual Deferral Percentage                                   1
1.2               Adoption Agreement                                           1
1.3               Aggregate Limit                                              1
1.4               Annual Additions                                             2
1.5               Annuity Starting Date                                        2
1.6               Applicable Calendar Year                                     2
1.7               Applicable Life Expectancy                                   2
1.8               Average Contribution Percentage (ACP)                        2
1.9               Average Deferral Percentage (ADP)                            2
1.10              Break In Service                                             3
1.11              Code                                                         3
1.12              Compensation                                                 3
1.13              Contribution Percentage                                      4
1.14              Defined Benefit Plan                                         5
1.15              Defined Benefit (Plan) Fraction                              5
1.16              Defined Contribution Dollar Limitation                       5
1.17              Defined Contribution Plan                                    5
1.18              Defined Contribution (Plan) Fraction                         5
1.19              Designated Beneficiary                                       6
1.20              Disability                                                   6
1.21              Distribution Calendar Year                                   6
1.22              Early Retirement Age                                         6
1.23              Earned Income                                                6
1.24              Effective Date                                               6
1.25              Election Period                                              6
1.26              Elective Deferral                                            6
1.27              Eligible Participant                                         7
1.28              Employee                                                     7
1.29              Employer                                                     7
1.30              Entry Date                                                   7
1.31              Excess Aggregate Contributions                               7
1.32              Excess Amount                                                7
1.33              Excess Contribution                                          8
1.34              Excess Elective Deferrals                                    8
1.35              Family Member                                                8
1.36              First Distribution Calendar Year                             8
1.37              Fund                                                         8
1.38              Hardship                                                     8
1.39              Highest Average Compensation                                 8
1.40              Highly Compensated Employee                                  8
1.41              Hour Of Service                                              9
1.42              Key Employee                                                10
1.43              Leased Employee                                             10
1.44              Limitation Year                                             10
1.45              Master Or Prototype Plan                                    10
1.46              Matching Contribution                                       10
1.47              Maximum Permissible Amount                                  10
1.48              Net Profit                                                  11
1.49              Normal Retirement Age                                       11
1.50              Owner-Employee                                              11
1.51              Paired Plans                                                11
1.52              Participant                                                 11
1.53              Participant's Benefit                                       11
1.54              Permissive Aggregation Group                                11
1.55              Plan                                                        11
1.56              Plan Administrator                                          11
1.57              Plan Year                                                   11
1.58              Present Value                                               11
1.59              Projected Annual Benefit                                    11
1.60              Qualified Deferred Compensation Plan                        12
1.61              Qualified Domestic Relations Order                          12
1.62              Qualified Early Retirement Age                              12
1.63              Qualified Joint And Survivor Annuity                        12
1.64              Qualified Matching Contribution                             12
1.65              Qualified Non-Elective Contributions                        12
1.66              Qualified Voluntary Contribution                            12
1.67              Regional Prototype Plan                                     12
1.68              Required Aggregation Group                                  13
1.69              Required Beginning Date                                     13
1.70              Rollover Contribution                                       13
1.71              Salary Savings Agreement                                    13
1.72              Self-Employed Individual                                    13
1.73              Service                                                     13
1.74              Shareholder Employee                                        13
1.75              Simplified Employee Pension Plan                            13
1.76              Sponsor                                                     13
1.77              Spouse (Surviving Spouse)                                   14
1.78              Super Top-Heavy Plan                                        14
1.79              Taxable Wage Base                                           14
1.80              Top-Heavy Determination Date                                14
1.81              Top-Heavy Plan                                              14
1.82              Top-Heavy Ratio                                             14
1.83              Top-Paid Group                                              15
1.84              Transfer Contribution                                       16
1.85              Trustee                                                     16
1.86              Valuation Date                                              16
1.87              Vested Account Balance                                      16
1.88              Voluntary Contribution                                      16
1.89              Welfare Benefit Fund                                        16
1.90              Year Of Service                                             17
ARTICLE II
                                        ELIGIBILITY REQUIREMENTS

2.1               Participation                                               18
2.2               Change In Classification Of Employment                      18
2.3               Computation Period                                          18
2.4               Employment Rights                                           18
2.5               Service With Controlled Groups                              18
2.6               Owner-Employees                                             18
2.7               Leased Employees                                            19
2.8               Thrift Plans                                                19

                                               ARTICLE III
                                         EMPLOYER CONTRIBUTIONS

3.1               Amount                                                      20
3.2               Expenses And Fees                                           20
3.3               Responsibility For Contributions                            20
3.4               Return Of Contributions                                     20

                                               ARTICLE IV
                                         EMPLOYEE CONTRIBUTIONS

4.1               Voluntary Contributions                                     21
4.2               Qualified Voluntary Contributions                           21
4.3               Rollover Contribution                                       21
4.4               Transfer Contribution                                       22
4.5               Employer Approval Of Transfer Contributions                 22
4.6               Elective Deferrals                                          22
4.7               Required Voluntary Contributions                            23
4.8               Direct Rollover Of Benefits                                 23

                                                ARTICLE V
                                          PARTICIPANT ACCOUNTS

5.1               Separate Accounts                                           24
5.2               Adjustments To Participant Accounts                         24
5.3               Allocating Employer Contributions                           25
5.4               Allocating Investment Earnings And Losses                   25
5.5               Participant Statements                                      25

                                               ARTICLE VI
                                  RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1               Normal Retirement Benefits                                  26
6.2               Early Retirement Benefits                                   26
6.3               Benefits On Termination Of Employment                       26
6.4               Restrictions On Immediate Distributions                     27
6.5               Normal Form Of Payment                                      28
6.6               Commencement Of Benefits                                    28
6.7               Claims Procedures                                           29
6.8               In-Service Withdrawals                                      29
6.9               Hardship Withdrawal                                         30
ARTICLE VII
                                        DISTRIBUTION REQUIREMENTS

7.1               Joint And Survivor Annuity Requirements                     32
7.2               Minimum Distribution Requirements                           32
7.3               Limits On Distribution Periods                              32
7.4               Required Distributions On Or After The
                  Required Beginning Date                                     32
7.5               Required Beginning Date                                     33
7.6               Transitional Rule                                           34
7.7               Designation Of Beneficiary For Death Benefit                35
7.8               Nonexistence Of Beneficiary                                 35
7.9               Distribution Beginning Before Death                         35
7.10              Distribution Beginning After Death                          35
7.11              Distribution Of Excess Elective Deferrals                   36
7.12              Distributions Of Excess Contributions                       37
7.13              Distribution Of Excess Aggregate Contributions              37

                                              ARTICLE VIII
                                 JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1               Applicability Of Provisions                                 39
8.2               Payment Of Qualified Joint And Survivor Annuity             39
8.3               Payment of Qualified Pre-Retirement Survivor Annuity        39
8.4               Qualified Election                                          39
8.5               Notice Requirements For Qualified
                  Joint And Survivor Annuity                                  40
8.6               Notice Requirements For Qualified
                  Pre-Retirement Survivor Annuity                             40
8.7               Special Safe-Harbor Exception
                  For Certain Profit-Sharing Plans                            40
8.8               Transitional Joint And Survivor Annuity Rules               41
8.9               Automatic Joint And Survivor Annuity
                  And Early Survivor Annuity                                  41
8.10              Annuity Contracts                                           42

                                            ARTICLE IX
                                              VESTING

9.1               Employee Contributions                                      43
9.2               Employer Contributions                                      43
9.3               Computation Period                                          43
9.4               Requalification Prior To Five Consecutive
                  One-Year Breaks In Service                                  43
9.5               Requalification After Five Consecutive
                  One-Year Breaks In Service                                  43
9.6               Calculating Vested Interest                                 43
9.7               Forfeitures                                                 44
9.8               Amendment Of Vesting Schedule                               44
9.9               Service With Controlled Groups                              44
9.10              Application Of Prior Vesting Rules                          44
ARTICLE X
                                     LIMITATIONS ON ALLOCATIONS AND
                                       ANTIDISCRIMINATION TESTING

10.1              Participation In This Plan Only                             45
10.2              Disposition Of Excess Annual Additions                      45
10.3              Participation In This Plan And Another
                   Regional Prototype Defined Contribution
                   Plan, Welfare Benefit Fund, Or Individual
                   Medical Account Maintained By The Employer                 46
10.4              Disposition Of Excess Annual Additions Under Two Plans      46
10.5              Participation In This Plan And Another Defined
                   Contribution Plan Plan Which Is Not A
                   Regional Prototype Plan                                    47
10.6              Participation In This Plan And A Defined Benefit Plan       47
10.7              Limitations On Allocations                                  47
10.8              Average Deferral Percentage (ADP) Test                      47
10.9              Special Rules Relating To Application Of ADP Test           48
10.10             Recharacterization                                          48
10.11             Average Contribution Percentage (ACP) Test                  49
10.12             Special Rules Relating To Application Of ACP Test           49

                                               ARTICLE XI
                                             ADMINISTRATION

11.1              Plan Administrator                                          51
11.2              Trustee                                                     51
11.3              Administrative Fees And Expenses                            52
11.4              Division Of Duties And Indemnification                      52

                                               ARTICLE XII
                                           TRUST FUND ACCOUNT

12.1              The Fund                                                    54
12.2              Control Of Plan Assets                                      54
12.3              Exclusive Benefit Rules                                     54
12.4              Assignment And Alienation Of Benefits                       54
12.5              Determination Of Qualified Domestic
                  Relations Order (QDRO)                                      54

                                              ARTICLE XIII
                                               INVESTMENTS

13.1              Fiduciary Standards                                         56
13.2              Trustee Appointment                                         56
13.3              Investment Alternatives Of The Trustee                      56
13.4              Participant Loans                                           57
13.5              Insurance Policies                                          58
13.6              Employer Investment Direction                               59
13.7              Employee Investment Direction                               60
ARTICLE XIV
                                          TOP-HEAVY PROVISIONS

14.1              Applicability Of Rules                                      61
14.2              Minimum Contribution                                        61
14.3              Minimum Vesting                                             61

                                               ARTICLE XV
                                        AMENDMENT AND TERMINATION

15.1              Amendment By Sponsor                                        62
15.2              Amendment By Employer                                       62
15.3              Termination                                                 62
15.4              Qualification Of Employer's Plan                            63
15.5              Mergers And Consolidations                                  63
15.6              Resignation And Removal                                     63
15.7              Qualification Of Prototype                                  63

                                     ARTICLE XVI
                                     GOVERNING LAW                            64

                                     PART I
                         SECTION 401(a)(17) LIMITATION                        66

                                 MODEL AMENDMENT

                            Revenue Procedure 93-47                           67
REGIONAL PROTOTYPE DEFINED CONTRIBUTION
                                 PLAN AND TRUST

                                  Sponsored By

                           BOETGER & ASSOCIATES, INC.

The  Sponsor  hereby   establishes  the  following  Regional  Prototype  Defined
Contribution  Plan and  Trust  for use by those of its  adopting  Employers  who
qualify and wish to provide a qualified  retirement  program for its  Employees.
Any Plan and Trust Account  established  hereunder shall be administered for the
exclusive  benefit of Participants and their  beneficiaries  under the following
terms and conditions:

                                    ARTICLE I

                                   DEFINITIONS

1.1   Actual  Deferral  Percentage  The  ratio (expressed  as a  percentage  and
calculated separately for each Participant) of:

     (a)  the  amount of  Employer  contributions  [as  defined  at (c) and (d)]
          actually paid over to the Fund on behalf of such  Participant  for the
          Plan Year to

     (b)  the Participant's  Compensation for such Plan Year.  Compensation will
          only  include  amounts for the period  during  which the  Employee was
          eligible to participate.

Employer contributions on behalf of any Participant shall include:

     (c)  any Elective  Deferrals  made pursuant to the  Participant's  deferral
          election,  including Excess Elective Deferrals, but excluding Elective
          Deferrals that are taken into account in the  Contribution  Percentage
          test  (provided  the ADP  test is  satisfied  both  with  and  without
          exclusion  of these  Elective  Deferrals)  or are  returned  as excess
          Annual Additions; and

     (d)  at the election of the Employer,  Qualified Non-Elective Contributions
          and Qualified Matching Contributions.

For purposes of computing Actual Deferral Percentages,  an Employee who would be
a Participant but for the failure to make Elective Deferrals shall be treated as
a Participant on whose behalf no Elective Deferrals are made.

1.2  Adoption  Agreement The document attached to this Plan by which an Employer
elects to  establish a qualified  retirement  plan and trust  account  under the
terms of this Regional Prototype Defined Contribution Plan and Trust.

1.3      Aggregate Limit  The sum of:

     (a)  125  percent of the greater of the ADP of the  non-Highly  Compensated
          Employees  for the  Plan  Year or the  ACP of  non-Highly  Compensated
          Employees  under the Plan subject to Code Section  401(m) for the Plan
          Year  beginning  with or within the Plan Year of the cash or  deferred
          arrangement  as  described  in Code  Section  401(k)  or Code  Section
          402(h)(1)(B) and
(b)  the lesser of 200% or two plus the lesser of such ADP or ACP.

Alternatively,  the Aggregate  Limit may be expressed by  substituting  the word
"lesser"  for  the  word  "greater"  where  it  appears  in the  first  line  of
sub-paragraph  (a) and  substituting  the word  "greater"  for the word "lesser"
where it appears for the second time in the first line of sub-paragraph (b).

1.4  Annual   Additions  The  sum  of  the  following   amounts  credited  to  a
Participant's account for the Limitation Year:

         (a)      Employer Contributions,

         (b)      Employee Contributions (under Article IV),

         (c)      forfeitures, and

         (d)      amounts  allocated  after  March  31,  1984  to an  individual
                  medical account,  as defined in Code Section 415(l)(2),  which
                  is  part  of a  pension  or  annuity  plan  maintained  by the
                  Employer  (these amounts are treated as Annual  Additions to a
                  Defined  Contribution  Plan  though they arise under a Defined
                  Benefit Plan), and

         (e)      amounts derived from contributions paid or accrued after 1985,
                  in  taxable   years  ending  after  1985,   which  are  either
                  attributable to post-retirement medical benefits, allocated to
                  the  account  of a Key  Employee,  or a Welfare  Benefit  Fund
                  maintained   by  the  Employer  are  also  treated  as  Annual
                  Additions to a Defined Contribution Plan. For purposes of this
                  paragraph,  an Employee  is a Key  Employee if he or she meets
                  the requirements of paragraph 1.42 at any time during the Plan
                  Year or any  preceding  Plan  Year.  Welfare  Benefit  Fund is
                  defined at paragraph 1.89.

Excess amounts  applied in a Limitation  Year to reduce  Employer  contributions
will be considered  Annual Additions for such Limitation  Year,  pursuant to the
provisions of Article X.

1.5  Annuity Starting Date The first day of the first period for which an amount
is paid as an annuity or in any other form.

1.6  Applicable  Calendar Year The first Distribution  Calendar Year, and in the
event of the recalculation of life expectancy, such succeeding calendar year. If
payments  commence in  accordance  with  paragraph  7.4(e)  before the  Required
Beginning Date, the Applicable Calendar Year is the year such payments commence.
If  distribution  is in the form of an  immediate  annuity  purchased  after the
Participant's death with the Participant's  remaining  interest,  the Applicable
Calendar Year is the year of purchase.

1.7  Applicable  Life  Expectancy  Used  in  determining  the  required  minimum
distribution.  The life  expectancy  (or  joint  and last  survivor  expectancy)
calculated using the attained age of the Participant (or Designated Beneficiary)
as of the Participant's (or Designated Beneficiary's) birthday in the applicable
calendar  year reduced by one for each calendar year which has elapsed since the
date  life  expectancy  was  first  calculated.  If  life  expectancy  is  being
recalculated,  the Applicable Life Expectancy shall be the life expectancy as so
recalculated.  The  life  expectancy  of a  non-Spouse  Beneficiary  may  not be
recalculated.

1.8 Average Contribution Percentage (ACP) The average of the Actual Contribution
Percentages  for  each  Highly  Compensated  Employee  and for  each  non-Highly
Compensated Employee.
1.9 Average  Deferral  Percentage  (ADP) The average of the Percentages for each
Highly Compensated Employee and for each non-Highly Compensated Employee.

1.10 Break In Service A  12-consecutive  month  period  during which an Employee
fails to complete more than 500 Hours of Service.

1.11 Code The Internal Revenue Code of 1986, including any amendments.

1.12 Compensation The Employer may select one of the following three safe-harbor
definitions of Compensation in the Adoption  Agreement.  Compensation shall only
include  amounts  earned  while a  Participant  if Plan  Year is  chosen  as the
applicable computation period.

     (a)  Code Section  3401(a) Wages.  Compensation  is defined as wages within
          the meaning of Code Section 3401(a) for the purposes of Federal income
          tax  withholding  at the source but  determined  without regard to any
          rules  that  limit the  remuneration  included  in wages  based on the
          nature or location of the employment or the services  performed  [such
          as the exception for agricultural labor in Code Section 3401(a)(2)].

     (b)  Code Section 6041 and 6051 Wages.  Compensation is defined as wages as
          defined in Code Section 3401(a) and all other payments of Compensation
          to an Employee by the Employer (in the course of the Employer's  trade
          or  business)  for which the  Employer  is  required  to  furnish  the
          Employee  a  written   statement   under  Code  Section   6041(d)  and
          6051(a)(3).  Compensation  must be  determined  without  regard to any
          rules under Code Section 3401(a) that limit the remuneration  included
          in wages  based on the nature or  location  of the  employment  or the
          services  performed [such as the exception for  agricultural  labor in
          Code Section 3401(a)(2)].

     (c)  Code   Section  415   Compensation.   For  purposes  of  applying  the
          limitations  of Article X and Top-Heavy  Minimums,  the  definition of
          Compensation  shall  be  Code  Section  415  Compensation  defined  as
          follows: a Participant's Earned Income, wages,  salaries, and fees for
          professional  services and other amounts  received  (without regard to
          whether  or not an  amount  is paid in  cash)  for  personal  services
          actually  rendered  in the  course  of  employment  with the  Employer
          maintaining  the Plan to the extent that the amounts are includable in
          gross  income  [including,   but  not  limited  to,  commissions  paid
          salesmen,  Compensation  for services on the basis of a percentage  of
          profits,  commissions on insurance  premiums,  tips,  bonuses,  fringe
          benefits  and  reimbursements  or  other  expense  allowances  under a
          nonaccountable  plan  (as  described  in  Regulation  1.62-2(c)],  and
          excluding the following:

          1.   Employer  contributions to a plan of deferred  compensation which
               are not includable in the Employee's gross income for the taxable
               year in which  contributed,  or  Employer  contributions  under a
               Simplified Employee Pension Plan or any distributions from a plan
               of deferred compensation,

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

          3.   Amounts realized from the sale,  exchange or other disposition of
               stock acquired under a qualified stock option; and
4.   other  amounts   which   received   special  tax   benefits,   or
               contributions made by the Employer (whether or not under a salary
               reduction  agreement) towards the purchase of an annuity contract
               described   in  Code   Section   403(b)   (whether   or  not  the
               contributions  are actually  excludible  from the gross income of
               the Employee).

For purposes of applying the  limitations  of Article X and Top-Heavy  Minimums,
the definition of Compensation shall be Code Section 415 Compensation  described
in this paragraph  1.12(c).  Also,  for purposes of applying the  limitations of
Article X, Compensation for a Limitation Year is the Compensation  actually paid
or made available  during such Limitation  Year.  Notwithstanding  the preceding
sentence,  Compensation for a Participant in a defined  contribution plan who is
permanently  and totally  disabled [as defined in Code Section  22(e)(3)] is the
Compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of Compensation  paid  immediately  before
becoming  permanently and totally  disabled.  Such imputed  Compensation for the
disabled  Participant may be taken into account only if the Participant is not a
Highly   Compensated   Employee  [as  defined  in  Code   Section   414(q)]  and
contributions made on behalf of such Participant are nonforfeitable when made.

If the Employer fails to pick the applicable  period in the Adoption  Agreement,
the Plan Year shall be used.  Unless otherwise  specified by the Employer in the
Adoption Agreement, Compensation shall be determined as provided in Code Section
3401(a) [as defined in this  paragraph  1.12(a)].  In  nonstandardized  Adoption
Agreements  004,  005 and 006,  the  Employer may choose to eliminate or exclude
categories of Compensation  which do not violate the provisions of Code Sections
401(a)(4), 414(s) the regulations thereunder and Revenue Procedure 89-65.

Beginning  with 1989 Plan Years,  the annual  Compensation  of each  Participant
which may be taken into account for determining all benefits  provided under the
Plan  (including  benefits  under  Article  XIV) for any year  shall not  exceed
$200,000, as adjusted under Code Section 415(d). In determining the Compensation
of a  Participant  for  purposes of this  limitation,  the rules of Code Section
414(q)(6)  shall apply,  except in applying such rules,  the term "family" shall
include only the Spouse of the  Participant  and any lineal  descendants  of the
Participant who have not attained age 19 before the end of the Plan year. If, as
a result of the  application of such rules the adjusted  $200,000  limitation is
exceeded,  then (except for purposes of determining  the portion of Compensation
up to the integration level if this Plan provides for permitted disparity),  the
limitation  shall be prorated  among the affected  individuals  in proportion to
each such  individual's  Compensation as determined  under this section prior to
the application of this limitation.

If a Plan has a Plan Year that contains fewer than 12 calendar months,  then the
annual  Compensation limit for that period is an amount equal to the $200,000 as
adjusted  for the  calendar  year  in  which  the  Compensation  period  begins,
multiplied  by a fraction the numerator of which is the number of full months in
the Short Plan Year and the denominator of which is 12. If Compensation  for any
prior Plan Year is taken into account in determining an Employee's contributions
or  benefits  for the  current  year,  the  Compensation  for such prior year is
subject to the  applicable  annual  Compensation  limit in effect for that prior
year.  For this  purpose,  for years  beginning  before  January  1,  1990,  the
applicable annual Compensation limit is $200,000.

Compensation  shall not include deferred  Compensation  other than contributions
through a salary  reduction  agreement  to a cash or  deferred  plan  under Code
Section  401(k),   a  Simplified   Employee  Pension  Plan  under  Code  Section
402(h)(1)(B),  a cafeteria plan under Code Section 125 or a tax-deferred annuity
under Code  Section  403(b).  Unless  elected  otherwise  by the Employer in the
Adoption  Agreement,  these deferred  amounts will be considered as Compensation
for Plan purposes.  These deferred  amounts are not counted as Compensation  for
purposes of Articles X and XIV. When applicable to a  Self-Employed  Individual,
Compensation shall mean Earned Income.
1.13 Contribution Percentage The ratio (expressed as a percentage and calculated
separately for each Participant) of:

     (a)  the  Participant's  Contribution  Percentage  Amounts  [as  defined at
          (c)-(f)] for the Plan Year, to

     (b)  the  Participant's  Compensation for the Plan Year.  Compensation will
          only  include  amounts for the period  during  which the  Employee was
          eligible to participate.

Contribution Percentage Amounts on behalf of any Participant shall include:

     (c)  the   amount   of   Employee   Voluntary    Contributions,    Matching
          Contributions, and Qualified Matching Contributions (to the extent not
          taken into  account for  purposes of the ADP test) made under the Plan
          on behalf of the Participant for the Plan Year,

     (d)  forfeitures   of   Excess   Aggregate    Contributions   or   Matching
          Contributions  allocated to the  Participant's  account which shall be
          taken into account in the year in which such forfeiture is allocated,

     (e)  at the election of the Employer, Qualified Non-Elective Contributions,
          and

     (f)  the  Employer  also  may  elect  to  use  Elective  Deferrals  in  the
          Contribution  Percentage Amounts so long as the ADP test is met before
          the Elective  Deferrals  are used in the ACP test and  continues to be
          met following the exclusion of those Elective  Deferrals that are used
          to meet the ACP test.

Contribution  Percentage  Amounts  shall  not  include  Matching  Contributions,
whether or not Qualified,  that are forfeited either to correct Excess Aggregate
Contributions,  or because  the  contributions  to which they  relate are Excess
Deferrals, Excess Contributions, or Excess Aggregate Contributions.

1.14  Defined  Benefit  Plan A Plan  under  which  a  Participant's  benefit  is
determined  by a formula  contained in the Plan and no  individual  accounts are
maintained for Participants.

1.15 Defined Benefit (Plan)  Fraction A fraction,  the numerator of which is the
sum of the Participant's Projected Annual Benefits under all the Defined Benefit
Plans  (whether  or  not  terminated)   maintained  by  the  Employer,  and  the
denominator  of which is the  lesser of 125  percent  of the  dollar  limitation
determined  for the  Limitation  Year under Code Sections  415(b) and (d) or 140
percent of the Highest Average  Compensation,  including any  adjustments  under
Code Section 415(b).

Notwithstanding  the above, if the Participant was a Participant as of the first
day of the first  Limitation  Year beginning  after December 31, 1986, in one or
more Defined Benefit Plans maintained by the Employer which were in existence on
May 6, 1986, the  denominator of this fraction will not be less than 125 percent
of the sum of the annual  benefits  under such plans which the  Participant  had
accrued as of the close of the last Limitation Year beginning  before January 1,
1987, disregarding any changes in the terms and conditions of the plan after May
5, 1986.  The  preceding  sentence  applies  only if the Defined  Benefit  Plans
individually and in the aggregate  satisfied the requirements of Section 415 for
all Limitation Years beginning before January 1, 1987.

1.16 Defined Contribution Dollar Limitation Thirty thousand dollars ($30,000) or
if greater,  one-fourth of the defined  benefit  dollar  limitation set forth in
Code Section 415(b)(1)(A) as in effect for the Limitation Year.
1.17  Defined  Contribution  Plan A Plan under  which  individual  accounts  are
maintained  for  each  Participant  to  which  all  contributions,  forfeitures,
investment income and gains or losses, and expenses are credited or deducted.  A
Participant's  benefit  under such Plan is based solely on the fair market value
of his or her account balance.

1.18 Defined Contribution (Plan) Fraction A Fraction,  the numerator of which is
the sum of the  Annual  Additions  to the  Participant's  account  under all the
Defined  Contribution  Plans  (whether  or  not  terminated)  maintained  by the
Employer for the current and all prior  Limitation  Years  (including the Annual
Additions attributable to the Participant's nondeductible Employee contributions
to all Defined  Benefit  Plans,  whether or not  terminated,  maintained  by the
Employer, and the Annual Additions attributable to all Welfare Benefit Funds, as
defined in paragraph 1.89 and individual  medical  accounts,  as defined in Code
Section 415(1)(2),  maintained by the Employer), and the denominator of which is
the  sum of the  maximum  aggregate  amounts  for  the  current  and  all  prior
Limitation  Years of service with the Employer  (regardless of whether a Defined
Contribution Plan was maintained by the Employer).  The maximum aggregate amount
in the  Limitation  Year is the lesser of 125  percent of the dollar  limitation
determined  under  Code  Sections  415(b) and (d) in effect  under Code  Section
415(c)(1)(A) or 35 percent of the Participant's Compensation for such year.

If the  Employee was a  Participant  as of the end of the first day of the first
Limitation  Year  beginning  after  December  31,  1986,  in one or more Defined
Contribution  Plans maintained by the Employer which were in existence on May 6,
1986,  the  numerator  of  this  fraction  will be  adjusted  if the sum of this
fraction and the Defined Benefit  Fraction would otherwise  exceed 1.0 under the
terms of this Plan. Under the adjustment,  an amount equal to the product of (a)
the excess of the sum of the  fractions  over 1.0 times (b) the  denominator  of
this  fraction  will  be  permanently  subtracted  from  the  numerator  of this
fraction.  The  adjustment  is  calculated  using the fractions as they would be
computed as of the end of the last Limitation  Year beginning  before January 1,
1987, and  disregarding any changes in the terms and conditions of the Plan made
after May 6, 1986, but using the Section 415 limitation  applicable to the first
Limitation  Year beginning on or after January 1, 1987. The Annual  Addition for
any Limitation Year beginning  before January 1, 1987,  shall not be re-computed
to treat all Employee Contributions as Annual Additions.

1.19 Designated  Beneficiary The individual who is designated as the beneficiary
under the Plan in accordance  with Code Section  401(a)(9)  and the  regulations
thereunder.

1.20 Disability An illness or injury of a potentially permanent nature, expected
to last for a  continuous  period of not less  than 12  months,  certified  by a
physician  selected  by or  satisfactory  to the  Employer  which  prevents  the
Employee  from  engaging  in any  occupation  for wage or  profit  for which the
Employee is reasonably fitted by training, education or experience.

1.21 Distribution Calendar Year A calendar year for which a minimum distribution
is required.

1.22 Early Retirement Age The age set by the Employer in the Adoption  Agreement
(but not less than 55),  which is the  earliest age at which a  Participant  may
retire and receive his or her benefits under the Plan.

1.23 Earned  Income Net earnings from  self-employment  in the trade or business
with  respect to which the Plan is  established,  determined  without  regard to
items not included in gross income and the  deductions  allocable to such items,
provided   that   personal   services   of  the   individual   are  a   material
income-producing factor. Earned income shall be reduced by contributions made by
an Employer to a qualified plan to the extent deductible under Code Section 404.
For tax years beginning after 1989, net earnings shall be determined taking into
account the  deduction  for  one-half of  self-employment  taxes  allowed to the
Employer under Code Section 164(f) to the extent deductible.
1.24  Effective  Date  The  date on  which  the  Employer's  retirement  plan or
amendment to such plan becomes effective.  For amendments  reflecting  statutory
and  regulatory  changes post Tax Reform Act of 1986, the Effective Date will be
the  earlier  of the date upon which such  amendment  is first  administratively
applied or the first day of the Plan Year following the date of adoption of such
amendment.

1.25  Election  Period The period which begins on the first day of the Plan Year
in  which  the  Participant  attains  age  35  and  ends  on  the  date  of  the
Participant's death. If a Participant  separates from Service prior to the first
day of the Plan Year in which age 35 is  attained,  the  Election  Period  shall
begin on the date of separation,  with respect to the account  balance as of the
date of separation.

1.26 Elective Deferral Employer  contributions  made to the Plan at the election
of the Participant, in lieu of cash Compensation.  Elective Deferrals shall also
include  contributions  made  pursuant to a Salary  Savings  Agreement  or other
deferral  mechanism,  such as a cash option  contribution.  With  respect to any
taxable  year,  a  Participant's  Elective  Deferral is the sum of all  Employer
contributions  made on behalf of such  Participant  pursuant  to an  election to
defer under any  qualified  cash or deferred  arrangement  as  described in Code
Section 401(k), any simplified employee pension cash or deferred  arrangement as
described in Code Section 402(h)(1)(B),  any eligible deferred compensation plan
under Code Section 457, any plan as described under Code Section 501(c)(18), and
any Employer  contributions made on the behalf of a Participant for the purchase
of an annuity  contract under Code Section  403(b)  pursuant to a Salary Savings
Agreement.   Elective   Deferrals  shall  not  include  any  deferrals  properly
distributed as Excess Annual Additions.

1.27  Eligible  Participant  Any  Employee  who is  eligible to make a Voluntary
Contribution,  or an Elective Deferral (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or to receive a
Matching   Contribution   (including   forfeitures)  or  a  Qualified   Matching
Contribution.  If a Voluntary Contribution or Elective Deferral is required as a
condition of  participation in the Plan, any Employee who would be a Participant
in the Plan if such  Employee  made such a  contribution  shall be treated as an
Eligible  Participant  even  though  no  Voluntary   Contributions  or  Elective
Deferrals are made.

1.28  Employee  Any person  employed by the  Employer  (including  Self-Employed
Individuals  and partners),  all Employees of a member of an affiliated  service
group [as defined in Code Section  414(m)],  Employees of a controlled  group of
corporations  [as  defined  in  Code  Section  414(b)],  all  Employees  of  any
incorporated or  unincorporated  trade or business which is under common control
[as  defined in Code  Section  414(c)],  Leased  Employees  [as  defined in Code
Section  414(n)] and any  Employee  required to be  aggregated  by Code  Section
414(o). All such Employees shall be treated as employed by a single Employer.

1.29 Employer The Self-Employed  Individual,  partnership,  corporation or other
organization  which  adopts  this  Plan  including  any firm that  succeeds  the
Employer and adopting this Plan.  For purposes of Article X,  Limitations  shall
mean the Employer that adopts this Plan,  and all members of a controlled  group
of  corporations  [as defined in Code Section 414(b) as modified by Code Section
415(h)],  all  commonly  controlled  trades or  businesses  [as  defined in Code
Section 414(c) as modified by Code Section 415(h)] or affiliated  service groups
[as defined in Code Section  414(m)] of which the  adopting  Employer is a part,
and other  entities  required to be  aggregated  with the  Employer  pursuant to
Regulations under Code Section 414(o).

1.30 Entry Date The date on which an  Employee  commences  participation  in the
Plan as  determined  by the  Employer  in the  Adoption  Agreement.  Unless  the
Employer  specifies  otherwise  in the Adoption  Agreement,  Entry into the Plan
shall be on the first day of the Plan Year or the first day of the seventh month
of the Plan Year  coinciding  with or  following  the date on which an  Employee
meets the eligibility requirements.

1.31 Excess Aggregate  Contributions The excess,  with respect to any Plan Year,
     of:

         (a)      The  aggregate  Contribution  Percentage  Amounts  taken  into
                  account  in  computing  the  numerator  of  the   Contribution
                  Percentage  actually  made on  behalf  of  Highly  Compensated
                  Employees for such Plan Year, over
(b)      The maximum  Contribution  Percentage Amounts permitted by the
                  ACP test (determined by reducing  contributions made on behalf
                  of Highly Compensated Employees in order of their Contribution
                  Percentages beginning with the highest of such percentages).

Such  determination  shall  be made  after  first  determining  Excess  Elective
Deferrals pursuant to paragraph 1.34 and then determining  Excess  Contributions
pursuant to paragraph 1.33.

1.32 Excess  Amount The excess of the  Participant's  Annual  Additions  for the
Limitation Year over the Maximum Permissible Amount.

1.33 Excess Contribution With respect to any Plan Year, the excess of:

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

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

1.34 Excess Elective Deferrals Those Elective Deferrals that are includable in a
Participant's  gross  income  under  Code  Section  402(g)  to the  extent  such
Participant's Elective Deferrals for a taxable year exceed the dollar limitation
under such Code Section.  Excess  Elective  Deferrals shall be treated as Annual
Additions under the Plan,  unless such amounts are distributed no later than the
first April 15 following the close of the Participant's taxable year.

1.35 Family Member The Employee's  Spouse, any lineal descendants and ascendants
and the Spouse of such lineal descendants and ascendants.

1.36 First  Distribution  Calendar Year For  distributions  beginning before the
Participant's  death, the First Distribution  Calendar Year is the calendar year
immediately  preceding  the  calendar  year  which  contains  the  Participant's
Required  Beginning Date. For  distributions  beginning after the  Participant's
death,  the  First  Distribution  Calendar  Year is the  calendar  year in which
distributions are required to begin pursuant to paragraph 7.10.

1.37 Fund All  contributions  received by the Trustee  under this Plan and Trust
Account, investments thereof and earnings and appreciation thereon.

1.38 Hardship An immediate and heavy  financial  need of the Employee where such
Employee lacks other available resources.

1.39  Highest  Average  Compensation  The  average  compensation  for the  three
consecutive  Years of  Service  with the  Employer  that  produces  the  highest
average. A Year of Service with the Employer is the 12-consecutive  month period
defined in the Adoption Agreement.

1.40 Highly  Compensated  Employee Any  Employee  who  performs  service for the
Employer during the determination year and who, during the immediate prior year:

     (a)  received  Compensation  from the  Employer  in excess of  $75,000  [as
          adjusted pursuant to Code Section 415(d)]; or
(b)  received  Compensation  from the  Employer  in excess of  $50,000  [as
          adjusted  pursuant  to Code  Section  415(d)]  and was a member of the
          Top-Paid Group for such year; or

     (c)  was an officer of the Employer and received  Compensation  during such
          year that is  greater  than 50 percent  of the  dollar  limitation  in
          effect under Code Section 415(b)(1)(A).

Notwithstanding  (a),  (b) and (c), an Employee  who was not Highly  Compensated
during the  preceding  Plan Year  shall not be  treated as a Highly  Compensated
Employee  with respect to the current Plan Year unless such Employee is a member
of the 100 Employees  paid the greatest  Compensation  during the year for which
such determination is being made.

     (d)  Employees  who are five  percent  (5%)  Owners at any time  during the
          immediate prior year or determination year.

Highly  Compensated  Employee includes Highly  Compensated  active Employees and
Highly Compensated former Employees.

For purposes of  determining  those  employees  that are to be treated as Highly
Compensated for a determination year, an Employer maintaining a fiscal year Plan
may elect to make the look-back year  calculation as defined in  ss.1.414(q)-1T,
Q&A 14(b) of the Treasury  Regulations for a determination  year on the basis of
the calendar year ending with or within the applicable  determination  year. For
purposes of this election, a determination year that is shorter than twelve (12)
months,  the look-back year calculation may be made based upon the calendar year
ending  with or  within  the  twelve-month  period  ending  with  the end of the
applicable  determination  year. Where such election is made, the employer shall
make its determination  year calculation  pursuant to the provisions of Treasury
Regulation ss.1.414(q)-1T, Q&A 14(b).

1.41     Hour Of Service

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

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

     (c)  Each hour for which back pay,  irrespective  of mitigation of damages,
          is either  awarded  or agreed to by the  Employer.  The same  Hours of
          Service  shall not be credited  both under  paragraph (a) or paragraph
          (b),  as the case may be, and under this  paragraph  (c).  These hours
          shall be  credited  to the  Employee  for the  computation  period  or
          periods  to which  the award or  agreement  pertains  rather  than the
          computation period in which the award, agreement or payment is made.
(d)  Hours of Service  shall be credited for  employment  with the Employer
          and with other members of an  affiliated  service group [as defined in
          Code Section  414(m)],  a controlled group of corporations [as defined
          in Code  Section  414(b)],  or a group of trades or  businesses  under
          common  control  [as  defined  in Code  Section  414(c)]  of which the
          adopting  Employer is a member,  and any other  entity  required to be
          aggregated  with the Employer  pursuant to Code Section 414(o) and the
          regulations  thereunder.  Hours of Service  shall also be credited for
          any individual  considered an Employee for purposes of this Plan under
          Code  Section  414(n)  or Code  Section  414(o)  and  the  regulations
          thereunder.

     (e)  Solely for  purposes of  determining  whether a Break in  Service,  as
          defined in paragraph 1.10, for  participation and vesting purposes has
          occurred in a computation  period,  an  individual  who is absent from
          work for maternity or paternity  reasons shall receive  credit for the
          Hours of Service  which  would  otherwise  have been  credited to such
          individual  but for such  absence,  or in any case in which such hours
          cannot be determined,  8 Hours of Service per day of such absence. For
          purposes of this  paragraph,  an absence  from work for  maternity  or
          paternity  reasons  means an absence by reason of the pregnancy of the
          individual,  by  reason  of a birth of a child of the  individual,  by
          reason of the  placement of a child with the  individual in connection
          with the adoption of such child by such individual, or for purposes of
          caring for such  child for a period  beginning  immediately  following
          such  birth or  placement.  The Hours of Service  credited  under this
          paragraph  shall be  credited in the  computation  period in which the
          absence  begins if the  crediting  is  necessary to prevent a Break in
          Service  in that  period,  or in all  other  cases,  in the  following
          computation period. No more than 501 hours will be credited under this
          paragraph.

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

1.42 Key Employee Any Employee or former Employee (and the beneficiaries of such
employee) who at any time during the determination  period was an officer of the
Employer  if such  individual's  annual  Compensation  exceeds 50% of the dollar
limitation under Code Section  415(b)(1)(A)  (the defined benefit maximum annual
benefit), an owner (or considered an owner under Code Section 318) of one of the
ten largest interests in the employer if such individual's  Compensation exceeds
100% of the dollar limitation under Code Section 415(c)(1)(A), a 5% owner of the
Employer,  or a 1% owner of the Employer who has an annual  Compensation of more
than  $150,000.  For  purposes  of  determining  who is a Key  Employee,  annual
Compensation  shall mean  Compensation  as defined for Article X, but  including
amounts deferred through a salary reduction agreement to a cash or deferred plan
under Code Section 401(k), a Simplified Employee Pension Plan under Code Section
408(k), a cafeteria plan under Code Section 125 or a tax-deferred  annuity under
Code Section 403(b).  The  determination  period is the Plan Year containing the
Determination  Date and the four preceding Plan Years. The  determination of who
is a Key Employee will be made in accordance with Code Section 416(i)(1) and the
regulations thereunder.

1.43 Leased  Employee Any person (other than an Employee of the recipient)  who,
pursuant to an agreement  between the recipient  and any other person  ("leasing
organization"),  has performed  services for the recipient [or for the recipient
and related persons  determined in accordance with Code Section  414(n)(6)] on a
substantially  full-time  basis  for a period  of at least  one  year,  and such
services are of a type historically performed by Employees in the business field
of the recipient Employer.
1.44 Limitation Year The calendar year or such other 12-consecutive month period
designated by the Employer in the Adoption Agreement for purposes of determining
the maximum Annual  Addition to a  Participant's  account.  All qualified  plans
maintained by the Employer must use the same Limitation  Year. If the Limitation
Year is amended to a different  12-consecutive  month period, the new Limitation
Year must begin on a date within the  Limitation  Year in which the amendment is
made.

1.45  Master Or  Prototype  Plan A plan,  the form of which is the  subject of a
favorable opinion letter from the Internal Revenue Service.

1.46 Matching  Contribution An Employer  contribution  made to this or any other
defined  contribution  plan on behalf of a Participant on account of an Employee
Voluntary   Contribution  made  by  such   Participant,   or  on  account  of  a
Participant's Elective Deferral, under a Plan maintained by the Employer.

1.47  Maximum  Permissible  Amount  The  maximum  Annual  Addition  that  may be
contributed  or  allocated  to a  Participant's  account  under the plan for any
Limitation Year shall not exceed the lesser of:

         (a)      the Defined Contribution Dollar Limitation, or

         (b)      25% of the Participant's Compensation for the Limitation Year.

The  Compensation  limitation  referred  to  in  (b)  shall  not  apply  to  any
contribution  for medical benefits [within the meaning of Code Section 401(h) or
Code Section  419A(f)(2)] which is otherwise treated as an Annual Addition under
Code  Section  415(l)(1) or  419(d)(2).  If a short  Limitation  Year is created
because  of  an  amendment   changing  the   Limitation   Year  to  a  different
12-consecutive  month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the number of months in the
short Limitation Year divided by 12.

1.48 Net Profit The current and accumulated  operating  earnings of the Employer
before Federal and State income taxes,  excluding  nonrecurring or unusual items
of income, and before  contributions to this and any other qualified plan of the
Employer. Alternatively, the Employer may fix another definition in the Adoption
Agreement.

1.49  Normal  Retirement  Age  The  age,  set by the  Employer  in the  Adoption
Agreement,  at which a  Participant  may retire and receive his or her  benefits
under the Plan.

1.50  Owner-Employee  A sole  proprietor,  or a partner  owning more than 10% of
either the capital or profits interest of the partnership.

1.51 Paired Plans Two or more Plans maintained by the Sponsor designed so that a
single  or any  combination  of  Plans  adopted  by an  Employer  will  meet the
antidiscrimination  rules,  the contribution  and benefit  limitations,  and the
Top-Heavy provisions of the Code.

1.52  Participant Any Employee who has met the eligibility  requirements  and is
participating in the Plan.

1.53 Participant's  Benefit The account balance as of the last Valuation Date in
the  calendar  year  immediately   preceding  the  Distribution   Calendar  Year
(valuation  calendar  year)  increased  by the  amount of any  contributions  or
forfeitures  allocated to the account  balance as of the dates in the  valuation
calendar year after the valuation  date and decreased by  distributions  made in
the valuation calendar year after the Valuation Date. A special exception exists
for the second  distribution  Calendar Year. For purposes of this paragraph,  if
any portion of the minimum distribution for the First Distribution Calendar Year
is made in the  second  Distribution  Calendar  Year on or before  the  Required
Beginning  Date,  the  amount of the  minimum  distribution  made in the  second
distribution  calendar  year  shall be  treated  as if it had  been  made in the
immediately preceding Distribution Calendar Year.
1.54 Permissive Aggregation Group Used for Top-Heavy testing purposes, it is the
Required Aggregation Group of plans plus any other plan or plans of the Employer
which,  when considered as a group with the Required  Aggregation  Group,  would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.

1.55 Plan The Employer's qualified retirement plan as embodied herein and in the
Adoption Agreement.

1.56 Plan Administrator The Employer.

1.57 Plan Year The 12-consecutive month period designated by the Employer in the
Adoption Agreement.

1.58 Present  Value Used for Top-Heavy  test and  determination  purposes,  when
determining the Present Value of accrued  benefits,  with respect to any Defined
Benefit Plan  maintained by the Employer,  interest and mortality rates shall be
determined  in  accordance  with  the  provisions  of the  respective  plan.  If
applicable,  interest and mortality assumptions will be specified in the section
of the Adoption Agreement entitled "Limitations on Allocations".

1.59  Projected  Annual  Benefit Used to test the maximum  benefit  which may be
obtained from a combination  of retirement  plans,  it is the annual  retirement
benefit  (adjusted  to an  actuarial  equivalent  straight  life annuity if such
benefit is expressed  in a form other than a straight  life annuity or Qualified
Joint and Survivor Annuity) to which the Participant would be entitled under the
terms of a Defined Benefit Plan or plans, assuming:

     (a)  the Participant will continue  employment until Normal  Retirement Age
          under the plan (or current age, if later), and

     (b)  the Participant's Compensation for the current Limitation Year and all
          other relevant factors used to determine  benefits under the plan will
          remain constant for all future Limitation Years.

1.60 Qualified  Deferred  Compensation Plan Any pension,  profit-sharing,  stock
bonus,  or other plan  which  meets the  requirements  of Code  Section  401 and
includes a trust exempt from tax under Code  Section  501(a) or any annuity plan
described in Code Section 403(a).

An  Eligible  Retirement  Plan is an  individual  retirement  account  (IRA)  as
described in Code Section  408(a),  an  individual  retirement  annuity (IRA) as
described in Code Section  408(b),  an annuity plan as described in Code Section
403(a), or a qualified trust as described in Code Section 401(a),  which accepts
Eligible  Rollover  Distributions.  However in the case of an Eligible  Rollover
Distribution to a Surviving Spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

1.61 Qualified  Domestic  Relations Order A QDRO is a signed Domestic  Relations
Order  issued by a State  Court  which  creates,  recognizes  or  assigns  to an
alternate  payee(s)  the right to receive  all or part of a  Participant's  Plan
benefit and which meets the  requirements of Code Section  414(p).  An alternate
payee is a Spouse,  former Spouse, child, or other dependent who is treated as a
beneficiary under the Plan as a result of the QDRO.

1.62 Qualified Early Retirement Age Qualified Early Retirement Age is the latest
of:

     (a)  the earliest date,  under the Plan, on which the Participant may elect
          to receive retirement benefits, or

     (b)  the first day of the 120th  month  beginning  before  the  Participant
          attains Normal Retirement Age, or

     (c)  the date the Participant begins participation.
1.63 Qualified Joint And Survivor  Annuity An immediate  annuity for the life of
the Participant with a survivor annuity for the life of the Participant's Spouse
which is at least  one-half  of but not more  than  the  amount  of the  annuity
payable during the joint lives of the Participant and the Participant's  Spouse.
The exact amount of the  Survivor  Annuity is to be specified by the Employer in
the Adoption Agreement.  If not designated by the Employer, the Survivor Annuity
will be  one-half  of the  amount  paid  to the  Participant  during  his or her
lifetime. The Qualified Joint and Survivor Annuity will be the amount of benefit
which can be provided by the Participant's Vested Account Balance.

1.64 Qualified Matching Contribution Matching  Contributions which when made are
subject  to the  distribution  and  nonforfeitability  requirements  under  Code
Section 401(k).

1.65 Qualified  Non-Elective  Contributions  Contributions  (other than Matching
Contributions  or  Qualified  Matching  Contributions)  made by the Employer and
allocated  to  Participants'  accounts  that the  Participants  may not elect to
receive in cash until  distributed from the Plan; that are  nonforfeitable  when
made;  and that  are  distributable  only in  accordance  with the  distribution
provisions  that are  applicable to Elective  Deferrals  and Qualified  Matching
Contributions.

1.66  Qualified  Voluntary  Contribution  A  tax-deductible  voluntary  Employee
contribution. Qualified Voluntary Contributions are not permitted in this Plan.

1.67 Regional Prototype Plan A plan, the form of which is subject to a favorable
notification letter from the Internal Revenue Service.

1.68 Required Aggregation Group Used for Top-Heavy testing purposes, it consists
of:

     (a)  each qualified plan of the Employer in which at least one Key Employee
          participates  or  participated  at any time  during the  determination
          period (regardless of whether the plan has terminated), and

     (b)  any  other  qualified  plan  of  the  Employer  which  enables  a plan
          described in (a) to meet the  requirements of Code Sections  401(a)(4)
          or 410.

1.69 Required Beginning Date The date on which a Participant is required to take
his or her first minimum distribution under the Plan. The rules are set forth at
paragraph 7.5.

1.70 Rollover  Contribution  A  contribution  made by a Participant of an amount
distributed to such Participant  from another  Qualified  Deferred  Compensation
Plan in accordance with Code Sections 402(a)(5), (6), and (7).

An Eligible  Rollover  Distribution is any distribution of all or any portion of
the balance to the credit of the  Participant  except that an Eligible  Rollover
Distribution does not include:

     (a)  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  Participant or the joint lives (or
          joint life  expectancies)  of the  Participant  and the  Participant's
          Designated  Beneficiary,  or for a  specified  period  of ten years or
          more;

     (b)  any  distribution  to the extent such  distribution  is required under
          Code Section 401(a)(9); and
(c)  the portion of any distribution that is not includable in gross income
          (determined  without  regard  to  the  exclusion  for  net  unrealized
          appreciation with respect to Employer securities).

A Direct  Rollover  is a payment  by the plan to the  Eligible  Retirement  Plan
specified by the Participant.

1.71  Salary  Savings   Agreement  An  agreement  between  the  Employer  and  a
participating  Employee where the Employee authorizes the Employer to withhold a
specified  amount or  percentage of his or her  Compensation  for deposit to the
Plan on behalf of such Employee.

1.72  Self-Employed  Individual  An  individual  who has  Earned  Income for the
taxable  year from the  trade or  business  for  which  the Plan is  established
including an  individual  who would have had Earned Income but for the fact that
the trade or business had no Net Profit for the taxable year.

1.73 Service The period of current or prior employment with the Employer. If the
Employer  maintains  a  plan  of  a  predecessor  employer,   Service  for  such
predecessor shall be treated as Service for the Employer.

1.74  Shareholder  Employee An Employee or Officer who owns [or is considered as
owning  within the  meaning of Code  Section  318(a)(1)],  on any day during the
taxable year of an electing small business  corporation  (S  Corporation),  more
than 5% of such corporation's outstanding stock.

1.75 Simplified  Employee  Pension Plan An individual  retirement  account which
meets the  requirements of Code Section 408(k),  and to which the Employer makes
contributions  pursuant to a written  formula.  These plans are  considered  for
contribution limitation and Top-Heavy testing purposes.

1.76     Sponsor  BOETGER & ASSOCIATES, INC., or any successor(s) or assign(s).
1.77  Spouse   (Surviving   Spouse)  The  Spouse  or  Surviving  Spouse  of  the
Participant,  provided  that a former  Spouse  will be  treated as the Spouse or
Surviving  Spouse  and a current  Spouse  will not be  treated  as the Spouse or
Surviving  Spouse to the extent  provided under a Qualified  Domestic  Relations
Order as described in Code Section 414(p).

1.78 Super  Top-Heavy Plan A Plan under which the Top-Heavy Ratio [as defined at
paragraph 1.81] exceeds 90%.

1.79 Taxable  Wage Base For plans with an  allocation  formula  which takes into
account the Employer's  contribution  under the Federal Insurance  Contributions
Act (FICA),  the maximum  amount of earnings  which may be considered  wages for
such Plan Year under the Social Security Act [Code Section  3121(a)(1)],  or the
amount  selected by the Employer in the  sub-section  of the Adoption  Agreement
entitled "Taxable Wage Base".

1.80 Top-Heavy Determination Date For any Plan Year subsequent to the first Plan
Year,  the last day of the preceding  Plan Year.  For the first Plan Year of the
Plan, the last day of that year.

1.81 Top-Heavy Plan For any Plan Year beginning  after 1983, the Employer's Plan
is top-heavy if any of the following conditions exist:

         (a)      If the Top-Heavy Ratio for the Employer's Plan exceeds 60% and
                  this  Plan is not part of any  Required  Aggregation  Group or
                  Permissive Aggregation Group of Plans.

         (b)      If the  Employer's  plan is a part of a  Required  Aggregation
                  Group of plans but not part of a Permissive  Aggregation Group
                  and the Top-Heavy Ratio for the group of plans exceeds 60%.
(c)      If the  Employer's  plan is a part of a  Required  Aggregation
                  Group and part of a Permissive  Aggregation Group of plans and
                  the  Top-Heavy  Ratio  for the  Permissive  Aggregation  Group
                  exceeds 60%.

1.82     Top-Heavy Ratio

         (a)      If the Employer  maintains  one or more  Defined  Contribution
                  plans (including any Simplified Employee Pension Plan) and the
                  Employer  has not  maintained  any Defined  Benefit Plan which
                  during the 5-year period ending on the  Determination  Date(s)
                  has or has had accrued benefits,  the Top-Heavy Ratio for this
                  Plan  alone,  or for the  Required or  Permissive  Aggregation
                  Group as appropriate, is a fraction,

                  (1)      the  numerator  of  which  is the sum of the  account
                           balances of all Key Employees as of the Determination
                           Date(s)  [including  any part of any account  balance
                           distributed  in  the  5-year  period  ending  on  the
                           Determination Date(s)], and

                  (2)      the  denominator  of which is the sum of all  account
                           balances  [including any part of any account  balance
                           distributed  in  the  5-year  period  ending  on  the
                           Determination  Date(s)],  both computed in accordance
                           with Code Section 416 and the regulations thereunder.

                  Both the numerator and  denominator of the Top-Heavy Ratio are
                  increased to reflect any  contribution not actually made as of
                  the Determination Date, but which is required to be taken into
                  account  on  that  date  under  Code   Section   416  and  the
                  regulations thereunder.

         (b)      If the Employer  maintains  one or more  Defined  Contribution
                  Plans (including any Simplified Employee Pension Plan) and the
                  Employer  maintains  or has  maintained  one or  more  Defined
                  Benefit  Plans which  during the 5-year  period  ending on the
                  Determination Date(s) has or has had any accrued benefits, the
                  Top-Heavy  Ratio for any  Required or  Permissive  Aggregation
                  Group as appropriate is a fraction,

                  (1)      the numerator of which is the sum of account balances
                           under the  aggregated  Defined  Contribution  Plan or
                           Plans for all Key Employees, determined in accordance
                           with (a)  above,  and the  Present  Value of  accrued
                           benefits under the aggregated Defined Benefit Plan or
                           Plans for all Key  Employees as of the  Determination
                           Date(s), and

                  (2)      the  denominator  of which is the sum of the  account
                           balances  under the aggregated  Defined  Contribution
                           Plan or Plans  for all  Participants,  determined  in
                           accordance  with (a) above,  and the Present Value of
                           accrued  benefits  under the Defined  Benefit Plan or
                           Plans for all  Participants  as of the  Determination
                           Date(s),  all  determined  in  accordance  with  Code
                           Section  416  and  the  regulations  thereunder.  The
                           accrued benefits under a Defined Benefit Plan in both
                           the numerator and  denominator of the Top-Heavy Ratio
                           are  increased  for any  distribution  of an  accrued
                           benefit  made  in the  5-year  period  ending  on the
                           Determination Date.
(c)  For purposes of (a) and (b) above,  the value of account  balances and
          the Present  Value of accrued  benefits  will be  determined as of the
          most recent Valuation Date that falls within or ends with the 12-month
          period ending on the  Determination  Date,  except as provided in Code
          Section 416 and the  regulations  thereunder  for the first and second
          plan years of a Defined Benefit Plan. The account balances and accrued
          benefits of a participant  (1) who is not a Key Employee but who was a
          Key Employee in a prior year, or (2) who has not been credited with at
          least one hour of service  with any Employer  maintaining  the Plan at
          any time during the 5-year  period  ending on the  Determination  Date
          will be disregarded.  The calculation of the Top-Heavy  Ratio, and the
          extent to which distributions, rollovers, and transfers are taken into
          account  will be made in  accordance  with  Code  Section  416 and the
          Regulations  thereunder.  Qualified  Voluntary Employee  Contributions
          will not be taken into account for purposes of computing the Top-Heavy
          Ratio.  When  aggregating  plans the  value of  account  balances  and
          accrued   benefits   will  be   calculated   with   reference  to  the
          Determination  Dates that fall  within  the same  calendar  year.  The
          accrued  benefit of a Participant  other than a Key Employee  shall be
          determined  under (1) the method,  if any, that uniformly  applies for
          accrual  purposes  under all Defined  Benefit Plans  maintained by the
          Employer,  or (2) if  there  is no such  method,  as if  such  benefit
          accrued not more rapidly than the slowest accrual rate permitted under
          the fractional rule of Code Section 411(b)(1)(C).

1.83 Top-Paid Group The group consisting of the top 20% of Employees when ranked
on the basis of Compensation  paid during such year. For purposes of determining
the  number of  Employees  in the group  (but not who is in it),  the  following
Employees shall be excluded:

     (a)  Employees who have not completed 6 months of Service.

     (b)  Employees who normally work less than 17 1/2hours per week.

     (c)  Employees who normally do not work more than 6 months during any year.

     (d)  Employees who have not attained age 21.

     (e)  Employees  included in a  collective  bargaining  unit,  covered by an
          agreement  between employee  representatives  and the Employer,  where
          retirement  benefits  were the  subject of good faith  bargaining  and
          provided that 90% or more of the  Employer's  Employees are covered by
          the agreement.

     (f)  Employees who are nonresident  aliens and who receive no earned income
          which constitutes income from sources within the United States.

1.84 Transfer  Contribution A non-taxable  transfer of a  Participant's  benefit
directly from a Qualified Deferred Compensation Plan to this Plan.

1.85 Trustee Shall be the  individual,  individuals or institution  appointed by
the Employer to serve as Trustee of the Plan. In the event the Employer does not
name an individual,  individuals or institution to serve as Trustee of the Plan,
the Employer will be deemed to be the Trustee.

1.86  Valuation  Date The last day of the Plan Year or such other date as agreed
to by the Employer and the Trustee on which Participant accounts are revalued in
accordance with Article V hereof. For Top-Heavy  purposes,  the date selected by
the Employer as of which the Top-Heavy Ratio is calculated.
1.87 Vested  Account  Balance The aggregate  value of the  Participant's  vested
account  balances  derived from Employer and Employee  contributions  (including
Rollovers),  whether  vested  before or upon death,  including  the  proceeds of
insurance  contracts,  if any, on the  Participant's  life.  The  provisions  of
Article VIII shall apply to a Participant who is vested in amounts  attributable
to Employer contributions, Employee contributions (or both) at the time of death
or distribution.

For purposes of paragraph 8.7, Vested Account Balance shall mean, in the case of
a money  purchase  pension plan,  the  Participant's  separate  account  balance
attributable  solely to Qualified  Voluntary  Contributions.  For profit-sharing
plans the above definition shall apply.

1.88  Voluntary  Contribution  An  Employee  contribution  by or on  behalf of a
Participant  that is included in the  Participant's  gross income in the year in
which made and that is maintained under a separate account to which earnings and
losses are allocated. For Plan Years beginning after the Plan Year in which this
Plan is adopted (or restated) by the Employer,  Voluntary Contributions are only
permitted in Standardized  Adoption  Agreement 003 or  Nonstandardized  Adoption
Agreement  006  whether  or  not  the  Employer  utilizes  the  salary  deferral
provisions.  Voluntary  Contributions  for  Plan  Years  beginning  after  1986,
together with any Matching Contributions as defined in Code Section 401(m), will
be limited so as to meet the nondiscrimination test of Code Section 401(m).

1.89 Welfare  Benefit Fund Any fund that is part of a plan of the  Employer,  or
has the effect of a plan,  through which the Employer  provides welfare benefits
to Employees or their beneficiaries.  For these purposes,  Welfare Benefit means
any benefit other than those with respect to which Code Section 83(h)  (relating
to transfers of property in connection with the  performance of services),  Code
Section 404 (relating to deductions for  contributions to an Employee's trust or
annuity and  Compensation  under a deferred  payment  plan),  Code  Section 404A
(relating to certain foreign deferred compensation plans) apply. A "Fund" is any
social club, voluntary employee benefit association,  supplemental  unemployment
benefit trust or qualified  group legal service  organization  described in Code
Section  501(c)(7),  (9),  (17)  or  (20);  any  trust,  corporation,  or  other
organization  not  exempt  from  income  tax,  or  to  the  extent  provided  in
regulations, any account held for an Employer by any person.

1.90 Year Of Service A  12-consecutive  month period during which an Employee is
credited  with not less than 1,000 (or such lesser  number as  specified  by the
Employer in the Adoption Agreement) Hours of Service.
ARTICLE II

                            ELIGIBILITY REQUIREMENTS

2.1  Participation  Employees  who  meet  the  eligibility  requirements  in the
Adoption  Agreement on the Effective Date of the Plan shall become  Participants
as of the Effective  Date of the Plan. If so elected in the Adoption  Agreement,
all Employees  employed on the Effective Date of the Plan may participate,  even
if they have not satisfied the Plan's specified eligibility requirements.  Other
Employees  shall  become  Participants  on the  Entry  Date  coinciding  with or
immediately following the date on which they meet the eligibility  requirements.
Depending on the Plan's eligibility requirements, the entry date may actually be
earlier  than  the  date  on  which  the  Employee   satisfies  the  eligibility
requirements.  The Employee must satisfy the eligibility  requirements specified
in the  Adoption  Agreement  and be  employed  on the  Entry  Date to  become  a
Participant  in the Plan.  In the event an  Employee  who is not a member of the
eligible  class of  Employees  becomes  a member  of the  eligible  class,  such
Employee  shall  participate  immediately  if such  Employee has  satisfied  the
minimum  age and  service  requirements  and  would  have  previously  become  a
Participant  had he or she  been in the  eligible  class.  Employees  may  waive
participation  in the Plan.  However,  this is only  permitted if the Employer's
adoption is on Nonstandardized  Adoption Agreement 004, 005 or 006, and the Plan
will meet the  minimum  coverage  requirements  in Code  Section  410(b) and the
minimum participation requirements of Code Section 401(a)(26). [To the extent so
provided by regulations,  a partner (or other employee) waiving participation in
the Plan may cause Code Section 401(k) and the regulations thereunder to apply.]
A former  Participant  shall again become a  Participant  upon  returning to the
employ of the Employer at the next Entry Date or if earlier,  the next Valuation
Date.  For  this  purpose,  Participant's  Compensation  and  Service  shall  be
considered from date of rehire.

2.2 Change In  Classification  Of Employment In the event a Participant  becomes
ineligible to participate because he or she is no longer a member of an eligible
class of Employees, such Employee shall participate upon his or her return to an
eligible class of Employees.

2.3  Computation  Period To determine Years of Service and Breaks in Service for
purposes of eligibility,  the 12-consecutive  month period shall commence on the
date on which an Employee first performs an Hour of Service for the Employer and
each anniversary thereof,  such that the succeeding  12-consecutive month period
commences  with the  employee's  first  anniversary of employment and so on. If,
however,   the  period  so  specified  is  one  year  or  less,  the  succeeding
12-consecutive  month  period  shall  commence on the first day of the Plan Year
prior to the  anniversary  of the date they first  performed  an Hour of Service
regardless  of whether the  Employee  is entitled to be credited  with 1,000 (or
such lesser number as specified by the Employer in the Adoption Agreement) Hours
of Service during their first employment year.

2.4  Employment  Rights  Participation  in the  Plan  shall  not  confer  upon a
Participant  any employment  rights,  nor shall it interfere with the Employer's
right to terminate the employment of any Employee at any time.

2.5 Service With Controlled  Groups All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)],  trades or
businesses under common control [as defined in Code Section 414(c)],  or members
of an  affiliated  service  group [as defined in Code Section  414(m)]  shall be
credited for purposes of determining an Employee's eligibility to participate.

2.6  Owner-Employees If this Plan provides  contributions or benefits for one or
more  Owner-Employees  who  control  both the  business  for which  this Plan is
established  and one or more other trades or businesses,  this Plan and the Plan
established  for other  trades or  businesses  must,  when looked at as a single
Plan,  satisfy Code  Sections  401(a) and (d) for the  Employees of this and all
other trades or businesses.
If the Plan provides  contributions or benefits for one or more  Owner-Employees
who control one or more other trades or  businesses,  the Employees of the other
trades or businesses  must be included in a Plan which  satisfies  Code Sections
401(a) and (d) and which provides  contributions and benefits not less favorable
than provided for Owner-Employees under this Plan.

If an individual is covered as an Owner-Employee  under the plans of two or more
trades or businesses  which are not  controlled,  and the individual  controls a
trade or business, then the contributions or benefits of the Employees under the
plan of the trades or businesses  which are  controlled  must be as favorable as
those  provided  for him or her  under the most  favorable  plan of the trade or
business which is not controlled.

For  purposes of the  preceding  sentences,  an  Owner-Employee,  or two or more
Owner-Employees,  will be  considered  to  control  a trade or  business  if the
Owner-Employee, or two or more Owner-Employees together:

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

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

For  purposes  of the  preceding  sentence,  an  Owner-Employee,  or two or more
Owner-Employees  shall be treated as owning any interest in a partnership  which
is owned, directly or indirectly, by a partnership which such Owner-Employee, or
such two or more  Owner-Employees,  are considered to control within the meaning
of the preceding sentence.

2.7 Leased  Employees Any Leased Employee shall be treated as an Employee of the
recipient Employer;  however,  contributions or benefits provided by the leasing
organization  which are  attributable  to services  performed  for the recipient
Employer  shall be treated  as  provided  by the  recipient  Employer.  A Leased
Employee  shall not be  considered an Employee of the recipient if such Employee
is covered by a money purchase pension plan providing:

     (a)  a  non-integrated  Employer  contribution  rate  of at  least  10%  of
          Compensation,  [as defined in Code  Section  415(c)(3)  but  including
          amounts  contributed  by the Employer  pursuant to a salary  reduction
          agreement, which are excludable from the Employee's gross income under
          a  cafeteria  plan  covered by Code  Section  125, a cash or  deferred
          profit-sharing  plan under Code Section 401(k), a Simplified  Employee
          Pension Plan under Code  Section  408(k) and a  tax-sheltered  annuity
          under Code Section 403(b)],

     (b)  immediate participation, and

     (c)  full and immediate vesting.

This exclusion is only available if Leased Employees do not constitute more than
twenty percent (20%) of the recipient's non-highly compensated work force.

2.8 Thrift Plans If the Employer makes an election in Adoption Agreements 003 or
006 to require Voluntary Contributions to participate in this Plan, the Employer
shall notify each  eligible  Employee in writing of his or her  eligibility  for
participation at least 30 days prior to the appropriate Entry Date. The Employee
shall indicate his or her intention to join the Plan by authorizing the Employer
to withhold a  percentage  of his or her  Compensation  as provided in the Plan.
Such  authorization  shall be returned to the Employer at least 10 days prior to
the  Employee's  Entry  Date.  The  Employee  may  decline  participation  by so
indicating on the enrollment form or by failure to return the enrollment form to
the Employer  prior to the  Employee's  Entry Date. If the Employee  declines to
participate,  such Employee  shall be given the  opportunity to join the Plan on
the next Entry Date. The taking of a Hardship Withdrawal under the provisions of
paragraph 6.9 will impact the Participant's ability to make these contributions.
ARTICLE III

                             EMPLOYER CONTRIBUTIONS

3.1 Amount The Employer  intends to make periodic  contributions  to the Plan in
accordance  with the formula or formulas  selected  in the  Adoption  Agreement.
However,  the Employer's  contribution for any Plan Year shall be subject to the
limitations  on allocations  contained in Article X. A Participant  may elect to
waive an  Employer  contribution  on his or her  behalf  for a given  Plan Year.
However, a Participant may only make this election if the Employer's adoption is
on  Nonstandardized  Adoption Agreement 004, 005 or 006. [In the event a partner
in a partnership  makes this election,  in accordance with Proposed  Regulations
Section  1.401(k)-1(a)(6),  the Plan  will be  deemed  to  constitute  a cash or
deferred arrangement with respect to the partners.  Thus,  contributions made on
behalf of any  partners  may be limited  to $7,000  indexed as set forth in Code
Section  402(g)].  Any waiver made pursuant to this paragraph will be made prior
to the time such Participant accrues a benefit for that Plan Year.

3.2 Expenses And Fees The Employer  shall also be  authorized  to reimburse  the
Fund for all expenses  and fees  incurred in the  administration  of the Plan or
Trust  Account  and paid out of the  assets of the  Fund.  Such  expenses  shall
include, but shall not be limited to, fees for professional  services,  printing
and postage. Brokerage Commissions may not be reimbursed.

3.3 Responsibility  For Contributions  Neither the Trustee nor the Sponsor shall
be required to  determine  if the  Employer  has made a  contribution  or if the
amount contributed is in accordance with the Adoption Agreement or the Code. The
Employer  shall have sole  responsibility  in this regard.  The Trustee shall be
accountable solely for contributions actually received by it.

3.4 Return Of Contributions Contributions made to the Fund by the Employer shall
be irrevocable except as provided below:

     (a)  Any  contribution  forwarded  to the  Trustee  because of a mistake of
          fact,  provided  that the  contribution  is returned  to the  Employer
          within one year of the contribution.

     (b)  In the event that the Commissioner of Internal Revenue determines that
          the Plan is not initially  qualified under the Internal  Revenue Code,
          any  contribution  made incident to that initial  qualification by the
          Employer  must be returned to the  Employer  within one year after the
          date the initial  qualification is denied, but only if the application
          for the qualification is made by the time prescribed by law for filing
          the  Employer's  return  for the  taxable  year in  which  the Plan is
          adopted,  or such  later date as the  Secretary  of the  Treasury  may
          prescribe.

     (c)  Contributions  forwarded to the Trustee are presumed to be  deductible
          and are conditioned on their  deductibility.  Contributions  which are
          determined to not be deductible will be returned to the Employer.
ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

4.1 Voluntary  Contributions An Employee may make Voluntary Contributions to the
Plan  established  hereunder if so  authorized  by the Employer in a uniform and
nondiscriminatory  manner.  Such contributions are subject to the limitations on
Annual  Additions  and are  subject  to  antidiscrimination  testing.  Voluntary
Contributions are permitted only in Adoption Agreements 003 and 006.

4.2 Qualified Voluntary Contributions A Participant may no longer make Qualified
Voluntary Contributions to the Plan. Such amounts already contributed may remain
in the Trust Fund Account until distributed to the Participant.

4.3 Rollover Contribution Unless provided otherwise in the Adoption Agreement, a
Participant may make a Rollover  Contribution to any Defined  Contribution  Plan
established   hereunder  of  all  or  any  part  of  an  amount  distributed  or
distributable  to  him  or  her  from a  Qualified  Deferred  Compensation  Plan
provided:

     (a)  the amount  distributed to the Participant is deposited to the Plan no
          later than the  sixtieth day after such  distribution  was received by
          the Participant,

     (b)  the amount  distributed is not one of a series of substantially  equal
          periodic  payments  made  for the life  (or  life  expectancy)  of the
          Participant  or the joint  lives (or joint life  expectancies)  of the
          Participant and the  Participant's  Designated  Beneficiary,  or for a
          specified period of ten years or more;

     (c)  the amount  distributed is not required under section 401(a)(9) of the
          Code;

     (d)  if the amount  distributed  included  property such property is rolled
          over, or if sold the proceeds of such property may be rolled over,

     (e)  the amount  distributed is not includable in gross income  (determined
          without regard to the exclusion for net unrealized  appreciation  with
          respect to employer securities).

In addition, if the Adoption Agreement allows Rollover  Contributions,  the Plan
will also accept any  Eligible  Rollover  Distribution  (as defined at paragraph
1.70) directly to the Plan.

Rollover Contributions,  which relate to distributions prior to January 1, 1993,
must be made in accordance with paragraphs (a) through (e) and additionally meet
the requirements of paragraph (f):

     (f)  The  distribution  from  the  Qualified  Deferred   Compensation  Plan
          constituted  the  Participant's  entire  interest in such Plan and was
          distributed within one taxable year to the Participant:

          (1)  on account of separation from Service, a Plan termination,  or in
               the case of a  profit-sharing  or stock  bonus  plan,  a complete
               discontinuance  of  contributions  under  such  plan  within  the
               meaning of Section 402(a)(6)(A) of the Code, or

          (2)  in one or more  distributions  which  constitute a qualified lump
               sum distribution within the meaning of Code Section 402(e)(4)(A),
               determined without reference to subparagraphs (B) and (H).
Such Rollover  Contribution  may also be made through an  Individual  Retirement
Account  qualified  under Code  Section  408 where the IRA was used as a conduit
from the Qualified Deferred Compensation Plan, the Rollover Contribution is made
in accordance  with the rules provided under  paragraphs (a) through (e) and the
Rollover  Contribution  does not  include  any  regular  IRA  contributions,  or
earnings  thereon,  which the  Participant  may have  made to the IRA.  Rollover
Contributions,  which relate to  distributions  prior to January 1, 1993, may be
made through an IRA in accordance with paragraphs (a) through (f) and additional
requirements as provided in the previous sentence. The Trustee shall not be held
responsible for  determining  the tax-free  status of any Rollover  Contribution
made under this Plan.

4.4 Transfer  Contribution Unless provided otherwise in the Adoption Agreement a
Participant  may,  subject to the  provisions of paragraph 4.5, also arrange for
the direct transfer of his or her benefit from a Qualified Deferred Compensation
Plan  to this  Plan.  For  accounting  and  record  keeping  purposes,  Transfer
Contributions shall be treated in the same manner as Rollover Contributions.

In the event the Employer accepts a Transfer  Contribution  from a Plan in which
the Employee was directing the  investments of his or her account,  the Employer
may  continue  to permit  the  Employee  to  direct  his or her  investments  in
accordance with paragraph 13.7 with respect only to such Transfer  Contribution.
Notwithstanding  the above,  the  Employer  may refuse to accept  such  Transfer
Contributions.

4.5  Employer  Approval Of Transfer  Contributions  The Employer  maintaining  a
Safe-Harbor  Profit-Sharing  Plan in accordance with the provisions of paragraph
8.7, acting in a nondiscriminatory  manner, may in its sole discretion refuse to
allow Transfer  Contributions to its profit-sharing  plan, if such contributions
are directly or  indirectly  being  transferred  from a defined  benefit plan, a
money  purchase  pension plan  (including a target  benefit plan), a stock bonus
plan, or another  profit-sharing  plan which would otherwise  provide for a life
annuity form of payment to the Participant.

4.6  Elective  Deferrals  A  Participant  may enter  into a  Elective  Deferrals
Agreement  with the Employer  authorizing  the Employer to withhold a portion of
such  Participant's  Compensation  not to exceed  $7,000  per  calendar  year as
adjusted for inflation or, if lesser,  the percentage of Compensation  specified
in the Adoption Agreement and to deposit such amount to the Plan. No Participant
shall be permitted to have Elective  Deferrals made under this Plan or any other
qualified plan maintained by the Employer, during any taxable year, in excess of
the  dollar  limitation  contained  in Code  Section  402(g)  in  effect  at the
beginning  of such  taxable  year.  Thus,  the $7,000  limit may be reduced if a
Participant  contributes  pre-tax  contributions  to qualified  plans of this or
other  Employers.  Any such  contribution  shall be credited  to the  Employee's
Elective  Deferrals  Account.   Unless  otherwise   specified  in  the  Adoption
Agreement,  a Participant may amend his or her Elective  Deferrals  Agreement to
increase,  decrease or terminate the  percentage  upon 30 days written notice to
the Employer. If a Participant terminates his or her agreement, such Participant
shall not be  permitted to put a new Elective  Deferrals  Agreement  into effect
until the first pay period in the next Plan Year, unless otherwise stated in the
Adoption  Agreement.  The Employer may also amend or terminate said agreement on
written  notice to the  Participant.  If a Participant  has not  authorized  the
Employer  to withhold  at the  maximum  rate and  desires to increase  the total
withheld for a Plan Year,  such  Participant  may authorize the Employer upon 30
days  notice  to  withhold  a  supplemental  amount  up to  100%  of  his or her
Compensation for one or more pay periods. In no event may the sum of the amounts
withheld  under  the  Elective   Deferrals   Agreement  plus  the   supplemental
withholding  exceed 25% of a  Participant's  Compensation  for a Plan Year.  The
Employer may also recharacterize as after-tax Voluntary Contributions all or any
portion of amounts previously  withheld under any Elective  Deferrals  Agreement
within the Plan Year as provided  for at  paragraph  10.10.  This may be done to
insure  that the Plan will meet one of the  antidiscrimination  tests under Code
Section  401(k).  Elective  Deferrals  shall be deposited in the Trust within 30
days after being withheld from the  Participant's  pay.  Elective  Deferrals are
permitted only in Standardized Adoption Agreement 003,  Nonstandardized Adoption
Agreement 006, and Standardized Adoption Agreement 009.
4.7 Required Voluntary  Contributions If the Employer makes a thrift election in
the Adoption  Agreement,  each  eligible  Participant  shall be required to make
Voluntary Contributions to the Plan for credit to his or her account as provided
in the Adoption Agreement.  Such Voluntary  Contributions shall be withheld from
the  Employee's  Compensation  and shall be  transmitted  by the Employer to the
Trustee  as  agreed  between  the  Employer  and  Trustee.   A  Participant  may
discontinue participation or change his or her Voluntary Contribution percentage
by so  advising  the  Employer  at least 10 days prior to the date on which such
discontinuance or change is to be effective.  If a Participant  discontinues his
or her  Voluntary  Contributions,  such  Participant  may  not  again  authorize
Voluntary   Contributions   for  a  period   of  one  year   from  the  date  of
discontinuance.  A  Participant  may  voluntarily  change  his or her  Voluntary
Contribution  percentage  once during any Plan Year and may also agree to have a
reduction in his or her contribution, if required to satisfy the requirements of
the ACP  test.  Voluntary  Contributions  are  permitted  only  in  Standardized
Adoption Agreement 003 and Nonstandardized Adoption Agreement 006.

4.8 Direct Rollover Of Benefits Notwithstanding any provision of the Plan to the
contrary  that  would  otherwise  limit  a  Participant's  election  under  this
paragraph, for distributions made on or after January 1, 1993, a Participant 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 Participant in a Direct Rollover.  Any
portion of a distribution  which is not paid directly to an Eligible  Retirement
Plan shall be distributed to the Participant.  For purposes of this paragraph, a
Surviving  Spouse or a Spouse or former Spouse who is an alternate payee under a
Qualified  Domestic  Relations Order as defined in Code Section 414(p),  will be
permitted to elect to have any Eligible  Rollover  Distribution paid directly to
an  individual  retirement  account (IRA) or an  individual  retirement  annuity
(IRA).

The Plan provisions otherwise  applicable to distributions  continue to apply to
Rollover and Transfer Contributions.
ARTICLE V

                              PARTICIPANT ACCOUNTS

5.1  Separate  Accounts  The  Employer  shall  establish a separate  bookkeeping
account for each  Participant  showing the total value of his or her interest in
the Fund. Each Participant's account shall be separated for bookkeeping purposes
into the following sub-accounts:

     (a)  Employer Contributions.

                  (1)      Matching Contributions.

                  (2)      Qualified Matching Contributions.

                  (3)      Qualified Non-Elective Contributions.

                  (4)      Discretionary Contributions.

                  (5)      Elective Deferrals.

     (b)  Voluntary  Contributions (and additional  amounts including,  required
          contributions and if applicable, either repayments of loans previously
          defaulted  on and  treated  as "deemed  distributions"  on which a tax
          report has been issued,  and amounts  paid out upon a separation  from
          service  which have been included in income and which are repaid after
          being re-hired by the Employer).

     (c)  Qualified  Voluntary  Contributions  (if the Plan previously  accepted
          these).

     (d)  Rollover Contributions.

     (e)  Transfer Contributions.

5.2  Adjustments To Participant  Accounts As of each Valuation Date of the Plan,
the Employer shall add to each account:

     (a)  the Participant's share of the Employer's contribution and forfeitures
          as determined in the Adoption Agreement,

     (b)  any Elective Deferrals,  Voluntary, Rollover or Transfer Contributions
          made by the Participant.

     (c)  any repayment of amounts  previously paid out to a Participant  upon a
          separation from Service and repaid by the  Participant  since the last
          Valuation Date, and

     (d)  the Participant's  proportionate  share of any investment earnings and
          increase in the fair market value of the Fund since the last Valuation
          Date, as determined at paragraph 5.4.

The Employer shall deduct from each account:

     (e)  any withdrawals or payments made from the Participant's  account since
          the last Valuation Date, and
(f)  the  Participant's  proportionate  share of any  decrease  in the fair
          market value of the Fund since the last Valuation  Date, as determined
          at paragraph 5.4.

5.3  Allocating  Employer  Contributions  The Employer's  contribution  shall be
allocated to Participants in accordance with the allocation  formula selected by
the  Employer  in the  Adoption  Agreement,  and the  minimum  contribution  and
allocation  requirements for Top-Heavy Plans.  Beginning with the 1990 Plan Year
and  thereafter,  for plans on Standardized  Adoption  Agreements 001, 002, 003,
007,  008 and 009,  Participants  who are  credited  with more than 500 Hours of
Service  or are  employed  on the last day of the Plan Year must  receive a full
allocation of Employer  contributions.  In Nonstandardized  Adoption  Agreements
004, 005, and 006, Employer  contributions shall be allocated to the accounts of
Participants  employed  by the  Employer on the last day of the Plan Year unless
indicated otherwise in the Adoption  Agreement.  In the case of a non-Top-Heavy,
Nonstandardized  Plan,  Participants  must also have completed a Year of Service
unless  otherwise  specified  in the  Adoption  Agreement.  For  Nonstandardized
Adoption  Agreements 004, 005, and 006, the Employer may only apply the last day
of the Plan Year and Year of Service  requirements,  if the Plan  satisfies  the
requirements  of  Code  Sections  401(a)(26)  and  410(b)  and  the  regulations
thereunder  including the exception for 401(k) plans. If, when applying the last
day  and  Year  of  Service   requirements,   the  Plan  fails  to  satisfy  the
aforementioned requirements, additional Participants will be eligible to receive
an allocation of Employer  Contributions  until the  requirements are satisfied.
Participants  who are credited with a Year of Service,  but not employed at Plan
Year end, are the first category of additional  Participants eligible to receive
an  allocation.  If the  requirements  are  still  not  satisfied,  Participants
credited  with more than 500 Hours of Service and  employed at Plan Year end are
the next category of Participants eligible to receive an allocation. Finally, if
necessary to satisfy the said requirements,  any Participant  credited with more
than 500  Hours of  Service  will be  eligible  for an  allocation  of  Employer
Contributions.

5.4  Allocating   Investment  Earnings  And  Losses  A  Participant's  share  of
investment earnings and any increase or decrease in the fair market value of the
Fund shall be based on the  proportionate  value of all active  accounts  (other
than accounts with  segregated  investments)  as of the last Valuation Date less
withdrawals   since  the  last  Valuation  Date.  If  Employer  and/or  Employee
contributions  are made monthly,  quarterly,  or on some other systematic basis,
the adjusted  value of such accounts for  allocation  of  investment  income and
gains or losses  shall  include  one-half the  Employer  contributions  for such
period.  If Employer and/or Employee  contributions are not made on a systematic
basis,  it is assumed that they are made at the end of the valuation  period and
therefore  will not receive an allocation  of  investment  earnings and gains or
losses for such period.

Alternatively,  at the Plan Administrator's  option, all Employer  contributions
will be credited with an allocation of the actual investment  earnings and gains
and losses from the actual date of deposit of each such  contribution  until the
end of the period.  Accounts with segregated  investments shall receive only the
income or loss on such segregated  investments.  In no event shall the selection
of a method of allocating  gains and losses be used to  discriminate in favor of
the Highly Compensated Employees.

5.5 Participant  Statements Upon completing the allocations  described above for
the Valuation Date  coinciding with the end of the Plan Year, the Employer shall
prepare  a  statement  for  each  Participant   showing  the  additions  to  and
subtractions  from his or her account since the last such statement and the fair
market value of his or her account as of the current  Valuation Date.  Employers
so choosing may prepare Participant statements for each Valuation Date.
ARTICLE VI

                      RETIREMENT BENEFITS AND DISTRIBUTIONS

6.1 Normal  Retirement  Benefits A Participant  shall be entitled to receive the
balance held in his or her account from Employer  contributions  upon  attaining
Normal Retirement Age or at such earlier dates as the provisions of this Article
VI may allow.  If the  Participant  elects to continue  working  past his or her
Normal Retirement Age, he or she will continue as an active Plan Participant and
no  distribution  shall  be made to such  Participant  until  his or her  actual
retirement date unless the employer elects otherwise in the Adoption  Agreement,
or a minimum  distribution is required by law.  Settlement  shall be made in the
normal  form,  or if elected in one of the  optional  forms of payment  provided
below.

6.2 Early  Retirement  Benefits If the  Employer  so  provides  in the  Adoption
Agreement, an Early Retirement benefit will be available to individuals who meet
the age and Service  requirements.  An individual who meets the Early Retirement
Age  requirements  and  separates  from  Service,   will  become  fully  vested,
regardless of any vesting schedule which otherwise might apply. If a Participant
separates from Service before satisfying the age requirements,  but after having
satisfied the Service requirement,  the Participant will be entitled to elect an
Early Retirement benefit upon satisfaction of the age requirement.

6.3      Benefits On Termination Of Employment

     (a)  If a Participant terminates employment prior to Normal Retirement Age,
          such Participant  shall be entitled to receive the vested balance held
          in his or her account  payable at Normal  Retirement Age in the normal
          form, or if elected,  in one of the optional forms of payment provided
          hereunder. If applicable,  the Early Retirement Benefit provisions may
          be  elected.   Notwithstanding  the  preceding   sentence,   a  former
          Participant   may,  if  allowed  in  the  Adoption   Agreement,   make
          application to the Employer  requesting  early payment of any deferred
          vested and nonforfeitable benefit due.

     (b)  If  a  Participant  terminates  employment,  and  the  value  of  that
          Participant's   Vested  Account  Balance  derived  from  Employer  and
          Employee contributions is not greater than $3,500, the Participant may
          receive  a lump sum  distribution  of the value of the  entire  vested
          portion of such  account  balance and the  non-vested  portion will be
          treated as a forfeiture.  The Employer  shall continue to follow their
          consistent  policy,  as  may  be  established,   regarding   immediate
          cash-outs of Vested  Account  Balances of $3,500 or less. For purposes
          of this  article,  if the  value  of a  Participant's  Vested  Account
          Balance is zero,  the  Participant  shall be deemed to have received a
          distribution  of such Vested  Account  Balance  immediately  following
          termination.  Likewise,  if the  Participant  is  reemployed  prior to
          incurring 5  consecutive  1-year Breaks in Service they will be deemed
          to have immediately repaid such distribution.  For Plan Years prior to
          1989,  a  Participant's  Vested  Account  Balance  shall  not  include
          Qualified Voluntary  Contributions.  Notwithstanding the above, if the
          Employer  maintains or has maintained a policy of not distributing any
          amounts until the  Participant's  Normal  Retirement Age, the Employer
          can continue to uniformly apply such policy.

     (c)  If a  Participant  terminates  Service with a Vested  Account  Balance
          derived from Employer and Employee  contributions in excess of $3,500,
          and elects (with his or her  Spouse's  consent) to receive 100% of the
          value  of  his or her  Vested  Account  Balance  in a  lump  sum,  the
          non-vested portion will be treated as a forfeiture. Except as provided
          at  paragraph  6.4(c),  the  Participant  (and his or her Spouse) must
          consent to any distribution, when the Vested Account Balance described
          above exceeds  $3,500 or
if at the time of any  prior  distribution  it  exceeded  $3,500.  For
          purposes of this  paragraph,  a  Participant's  Vested Account Balance
          shall not include Qualified  Voluntary  Contributions,  for Plan Years
          beginning prior to 1989.

     (d)  Distribution  of less than 100% of the  Participant's  Vested  Account
          Balance  shall only be  permitted if the  Participant  is fully vested
          upon termination of employment.

     (e)  If a  Participant  who is not 100%  vested  receives  or is  deemed to
          receive  a  distribution   pursuant  to  this   paragraph,   and  such
          Participant's  non-vested benefit is forfeited hereunder,  and if such
          Participant   resumes   employment   covered  under  this  Plan,   the
          Participant  shall have the right to repay to the Plan the full amount
          of the  distribution  attributable  to  Employer  contributions  on or
          before  the  earlier  of  the  date  that  the  Participant  incurs  5
          consecutive   1-year   Breaks  in  Service   following   the  date  of
          distribution  or  five  years  after  the  first  date  on  which  the
          Participant   is   subsequently   reemployed.   In  such  event,   the
          Participant's forfeiture shall be restored to his or her account as of
          the Valuation  Date at the end of the Plan Year  following the date on
          which repayment of the  distribution  is received.  Restoration of the
          forfeiture  amount  shall  be  accomplished  in  accordance  with  the
          procedure selected by the Employer in the Adoption Agreement.

     (f)  A Participant  shall also have the option,  to postpone payment of his
          or her Plan  benefits  until  the  first  day of April  following  the
          calendar year in which he or she attains age 70\1/2.  Any balance of a
          Participant's account resulting from his or her Employee contributions
          not previously withdrawn,  if any, may be withdrawn by the Participant
          immediately following separation from Service.

     (g)  If a  Participant  ceases  to be an active  Employee  as a result of a
          Disability as defined at paragraph  1.20,  such  Participant  shall be
          able  to make  an  application  for a  disability  retirement  benefit
          payment. The Participant's account balance will be deemed "immediately
          distributable" as set forth in paragraph 6.4, and will be fully vested
          pursuant to paragraph 9.2.

6.4      Restrictions On Immediate Distributions

     (a)  An account  balance is  immediately  distributable  if any part of the
          account  balance could be distributed to the Participant (or Surviving
          Spouse) before the Participant attains (or would have attained whether
          or not deceased) the later of the Normal Retirement Age or age 62.

     (b)  If the value of a  Participant's  Vested Account  Balance derived from
          Employer  and  Employee  Contributions  exceeds (or at the time of any
          prior  distribution  exceeded)  $3,500,  and the  account  balance  is
          immediately  distributable,  the Participant and his or her Spouse (or
          where either the  Participant  or the Spouse has died,  the  survivor)
          must consent to any distribution of such account balance.  The consent
          of the  Participant and the Spouse shall be obtained in writing within
          the 90-day period ending on the annuity  starting  date,  which is the
          first  day of the  first  period  for  which an  amount  is paid as an
          annuity or any other form.  The Plan  Administrator  shall  notify the
          Participant  and the  Participant's  Spouse  of the right to defer any
          distribution  until the  Participant's  account  balance  is no longer
          immediately  distributable.  Such notification shall include a general
          description  of  the  material  features,  and an  explanation  of the
          relative values of, the optional forms of benefit  available under the
          plan in a manner that would  satisfy the notice  requirements  of Code
          Section  417(a)(3),  and shall be provided no less than 30 days and no
          more than 90 days prior to the annuity starting date.
(c)  Notwithstanding  the foregoing,  only the Participant  need consent to
          the  commencement  of a distribution  in the form of a qualified Joint
          and  Survivor   Annuity  while  the  account  balance  is  immediately
          distributable.  Furthermore,  if  payment  in the form of a  Qualified
          Joint  and  Survivor  Annuity  is not  required  with  respect  to the
          Participant   pursuant  to  paragraph  8.7  of  the  Plan,   only  the
          Participant  need consent to the  distribution  of an account  balance
          that  is  immediately  distributable.   Neither  the  consent  of  the
          Participant  nor the  Participant's  Spouse  shall be  required to the
          extent  that a  distribution  is  required  to  satisfy  Code  Section
          401(a)(9) or Code Section 415. In addition,  upon  termination of this
          Plan if the Plan does not offer an annuity  option  (purchased  from a
          commercial  provider),  the Participant's account balance may, without
          the  Participant's  consent,  be  distributed  to the  Participant  or
          transferred  to  another  Defined  Contribution  Plan  [other  than an
          employee stock  ownership plan as defined in Code Section  4975(e)(7)]
          within the same controlled group.

     (d)  For purposes of determining the applicability of the foregoing consent
          requirements to  distributions  made before the first day of the first
          Plan Year  beginning  after 1988,  the  Participant's  Vested  Account
          Balance shall not include amounts  attributable to Qualified Voluntary
          Contributions.

6.5 Normal Form Of Payment The normal form of payment for a profit- sharing plan
satisfying the  requirements of paragraph 8.7 hereof shall be a lump sum with no
option for annuity  payments.  For all other  plans,  the normal form of payment
hereunder  shall be a Qualified  Joint and  Survivor  Annuity as provided  under
Article VIII. A Participant  whose Vested Account  Balance derived from Employer
and  Employee  contributions  exceeds  $3,500,  or if at the  time of any  prior
distribution  it exceeds  $3,500,  shall (with the consent of his or her Spouse)
have the  right  to  receive  his or her  benefit  in a lump sum or in  monthly,
quarterly,  semi-annual  or annual  payments  from the Fund over any  period not
extending  beyond  the  life  expectancy  of  the  Participant  and  his  or her
Beneficiary.  For purposes of this  paragraph,  a  Participant's  Vested Account
Balance  shall not include  Qualified  Voluntary  Contributions,  for Plan Years
beginning  prior to 1989. The normal form of payment shall be automatic,  unless
the  Participant  files a written request with the Employer prior to the date on
which the benefit is automatically  payable,  electing a lump sum or installment
payment  option.  No  amendment  to the Plan may  eliminate  one of the optional
distribution forms listed above.

6.6      Commencement Of Benefits

     (a)  Unless the Participant elects otherwise, distribution of benefits will
          begin no later  than the 60th day  after the close of the Plan Year in
          which the latest of the following events occurs:

          (1)  the  Participant  attains  age 65 (or  normal  retirement  age if
               earlier),

          (2)  occurs the 10th  anniversary of the year in which the Participant
               commenced participation in the Plan, or

          (3)  the Participant terminates Service with the Employer.

     (b)  Notwithstanding the foregoing, the failure of a Participant and Spouse
          (if  necessary)  to  consent  to a  distribution  while a  benefit  is
          immediately distributable, within the meaning of paragraph 6.4 hereof,
          shall be deemed an  election to defer  commencement  of payment of any
          benefit sufficient to satisfy this paragraph.
(c)  Unless the Employer  provides  otherwise  in the  Adoption  Agreement,
          distributions  of benefits  will be made within 60 days  following the
          close of the Plan Year during  which a  distribution  is  requested or
          otherwise becomes payable.

6.7 Claims Procedures Upon retirement,  death, or other severance of employment,
the  Participant  or his or  her  representative  may  make  application  to the
Employer  requesting  payment of benefits  due and the manner of payment.  If no
application  for benefits is made,  the  Employer  shall  automatically  pay any
vested  benefit  due  hereunder  in the normal  form at the time  prescribed  at
paragraph  6.6. If an  application  for  benefits is made,  the  Employer  shall
accept,  reject,  or modify such  request and shall  notify the  Participant  in
writing  setting  forth the response of the Employer and in the case of a denial
or modification the Employer shall:

     (a)  state the specific reason or reasons for the denial,

     (b)  provide  specific  reference to pertinent Plan provisions on which the
          denial is based,

     (c)  provide  a  description  of any  additional  material  or  information
          necessary for the  Participant  or his  representative  to perfect the
          claim  and an  explanation  of why such  material  or  information  is
          necessary, and

     (d)  explain the Plan's claim review procedure as contained in this Plan.

In the event the  request  is  rejected  or  modified,  the  Participant  or his
representative  may  within 60 days  following  receipt  by the  Participant  or
representative  of such rejection or modification,  submit a written request for
review by the Employer of its initial  decision.  Within 60 days  following such
request for review,  the Employer  shall render its final decision in writing to
the Participant or representative stating specific reasons for such decision. If
the  Participant or  representative  is not satisfied with the Employer's  final
decision, the Participant or representative can institute an action in a federal
court of competent  jurisdiction;  for this purpose,  process would be served on
the Employer.

6.8 In-Service  Withdrawals An Employee may withdraw all or any part of the fair
market value of his or her  Mandatory  Contributions,  Voluntary  Contributions,
Qualified  Voluntary  Contributions  or  Rollover  Contributions,  upon  written
request to the Employer.  Transfer  Contributions,  which  originate from a Plan
meeting the safe-harbor provisions of paragraph 8.7, may also be withdrawn by an
Employee  upon  written  request to the  Employer.  Transfer  Contributions  not
meeting the safe-harbor provisions may only be withdrawn upon retirement, death,
Disability,  termination  or  termination  of the Plan,  and will be  subject to
Spousal consent  requirements  contained in Code Sections 411(a)(11) and 417. No
such  withdrawals are permitted from a money purchase plan until the Participant
reaches  Normal  Retirement  Age. Such request  shall include the  Participant's
address, social security number,  birthdate, and amount of the withdrawal. If at
the time a distribution  of Qualified  Voluntary  Contributions  is received the
Participant has not attained age 59 1/2 and is not disabled,  as defined at Code
Section  22(e)(3),  the  Participant  will be  subject  to a federal  income tax
penalty,  unless  the  distribution  is  rolled  over  to a  qualified  plan  or
individual  retirement  plan  within  60 days of the  date  of  distribution.  A
Participant  may withdraw all or any part of the fair market value of his or her
pre-1987  Voluntary  Contributions  with or  without  withdrawing  the  earnings
attributable  thereto.  Post-1986 Voluntary  Contributions may only be withdrawn
along with a portion of the earnings  thereon.  The amount of the earnings to be
withdrawn is determined by using the formula: DA[1-(V / V + E)], where DA is the
distribution amount, V is the amount of Voluntary Contributions and V + E is the
amount of Voluntary  Contributions  plus the earnings  attributable  thereto.  A
Participant withdrawing his or her other contributions prior to attaining age 59
1/2,  will be subject to a federal tax penalty to the extent that the  withdrawn
amounts are includable in income.  Unless the Employer provides otherwise in the
Adoption  Agreement,  any Participant in a profit-sharing plan who is 100% fully
vested in his or her Employer  contributions may withdraw all or any part of the
fair market value of any of such  contributions that have been in the account at
least two years, plus the investment  earnings thereon,  without separation from
Service.  Such distributions  shall not be eligible for redeposit to the Fund. A
withdrawal under this paragraph shall not prohibit such Participant from sharing
in any future  Employer  Contribution  he or she
would otherwise be eligible to share in. A request to withdraw  amounts pursuant
to this  paragraph  must if  applicable,  be consented  to by the  Participant's
Spouse. The consent shall comply with the requirements of paragraph 6.4 relating
to  immediate   distributions.   Elective  Deferrals,   Qualified   Non-elective
Contributions,  and Qualified  Matching  Contributions,  and income allocable to
each  are  not  distributable  to a  Participant  or his or her  Beneficiary  or
Beneficiaries,  in  accordance  with  such  Participant's  or  Beneficiary's  or
Beneficiaries'  election,  earlier than upon separation from Service,  death, or
Disability. Such amounts may also be distributed upon:

     (a)  Termination of the Plan without the  establishment  of another Defined
          Contribution Plan.

     (b)  The  disposition  by a  corporation  to an  unrelated  corporation  of
          substantially  all of the assets  [within the meaning of Code  Section
          409(d)(2)]  used in a trade or  business of such  corporation  if such
          corporation continues to maintain this Plan after the disposition, but
          only with  respect  to  Employees  who  continue  employment  with the
          corporation acquiring such assets.

     (c)  The  disposition  by a  corporation  to an  unrelated  entity  of such
          corporation's  interest  in a  subsidiary  [within the meaning of Code
          Section  409(d)(3)]  if such  corporation  continues to maintain  this
          plan, but only with respect to Employees who continue  employment with
          such subsidiary.

     (d)  The attainment of age 59 1/2.

     (e)  The Hardship of the Participant as described in paragraph 6.9.

All  distributions  that may be made  pursuant  to one or more of the  foregoing
distributable  events  are  subject  to  the  Spousal  and  Participant  consent
requirements, if applicable, contained in Code Sections 401(a)(11) and 417.

6.9 Hardship  Withdrawal If permitted by the Employer in the Adoption Agreement,
a Participant in a profit-sharing  plan may request a hardship  withdrawal prior
to  attaining  age 59 1/2. If the  Participant  has not attained age 59 1/2, the
Participant  may be subject to a federal income tax penalty.  Such request shall
be in writing to the  Employer  who shall have sole  authority  to  authorize  a
hardship  withdrawal,  pursuant to the rules  below.  Hardship  withdrawals  may
include  Elective  Deferrals and any earnings accrued and credited thereon as of
the last day of the Plan Year ending  before July 1, 1989 and  Employer  related
contributions,  including  but not limited to Employer  Matching  Contributions,
plus the investment  earnings thereon to the extent vested.  Qualified  Matching
Contributions,  Qualified  Non-Elective  Contributions  and  Elective  Deferrals
reclassified as Voluntary  Contributions,  plus the investment  earnings thereon
are only available for a Hardship  Withdrawal  prior to age 59 1/2 to the extent
that they were credited to the  Participant's  Account as of the last day of the
Plan  Year  ending  prior to July 1,  1989.  The Plan  Administrator  may  limit
withdrawals to Elective  Deferrals and the earnings thereon as stipulated above.
Hardship withdrawals are subject to the Spousal consent  requirements  contained
in Code Sections  401(a)(11)  and 417.  Only the following  reasons are valid to
obtain hardship withdrawal:

     (a)  medical  expenses  [within the meaning of Code Section  213(d)] of the
          Participant, his or her Spouse, children and other dependents,

     (b)  the purchase  (excluding mortgage payments) of the principal residence
          for the Participant,

     (c)  payment of  tuition  and  related  educational  expenses  for the next
          twelve (12) months of  post-secondary  education for the  Participant,
          his or her Spouse, children or other dependents, or
(d)  the need to prevent  eviction of the Employee from or a foreclosure on
          the mortgage of, the Employee's principal residence.

Furthermore,  for  Plans  on  Adoption  Agreements  003 and 006,  the  following
conditions must be met in order for a withdrawal to be authorized:

     (e)  the  Participant has obtained all  distributions,  other than hardship
          distributions,  and all nontaxable loans under all plans maintained by
          the Employer,

     (f)  all plans  maintained  by the  Employer  provide  that the  Employee's
          Elective  Deferrals and Voluntary  Contributions will be suspended for
          twelve months after the receipt of the Hardship distribution,

     (g)  the  distribution  is not in excess of the amount of the immediate and
          heavy financial need [(a) through (d)] above, and

     (h)  all plans maintained by the Employer provide that an Employee may only
          make Elective  Deferrals for the Employee's  taxable year  immediately
          following  the  taxable  year  of  the  hardship  distribution  of the
          applicable limit under Code Section 402(g) for such taxable year, less
          the amount of such Employee's  pre-tax  contributions  for the taxable
          year of the hardship distribution.

  If a  distribution  is made from any Plan at a time when a  Participant  has a
  nonforfeitable  right to less than 100% of the account  balance  derived  from
  Employer  contributions  and the Participant  may increase the  nonforfeitable
  percentage in the account:

     (a)  A separate account will be established for the Participant's  interest
          in the Plan as of the time of the distribution, and

     (b)  At any relevant time the Participant's  nonforfeitable  portion of the
          separate  account will be equal to an amount ("X")  determined  by the
          formula:

                                          X = P [AB + (R X D)] - (R X D)

  For purposes of applying the formula: "P" is the nonforfeitable  percentage at
  the relevant  time,  "AB" is the account  balance at the relevant time, "D" is
  the amount of the  distribution and "R" is the ratio of the account balance at
  the relevant time to the account balance after distribution.
ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

7.1 Joint And Survivor  Annuity  Requirements All  distributions  made under the
terms of this Plan must comply with the provisions of Article VIII including, if
applicable, the safe harbor provisions thereunder.

7.2 Minimum  Distribution  Requirements  All  distributions  required under this
Article shall be determined and made in accordance with the minimum distribution
requirements of Code Section 401(a)(9) and the regulations thereunder, including
the minimum  distribution  incidental benefit rules found at Regulations Section
1.401(a)(9)-2. The entire interest of a Participant must be distributed or begin
to be distributed no later than the Participant's  Required Beginning Date. Life
expectancy and joint and last survivor life expectancy are computed by using the
expected  return  multiples  found  in  Tables V and VI of  Regulations  Section
1.72-9.

7.3 Limits On Distribution  Periods As of the First Distribution  Calendar Year,
distributions  if not made in a  single-sum,  may  only be made  over one of the
following periods (or a combination thereof):

     (a)  the life of the Participant,

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

     (c)  a period  certain  not  extending  beyond the life  expectancy  of the
          participant, or

     (d)  a period  certain  not  extending  beyond the joint and last  survivor
          expectancy of the Participant and a Designated Beneficiary.

7.4      Required Distributions On Or After The Required Beginning Date

     (a)  If a participant's  benefit is to be distributed over (1) a period not
          extending  beyond the life  expectancy of the Participant or the joint
          life  and  last  survivor   expectancy  of  the  Participant  and  the
          Participant's  Designated  Beneficiary  or (2) a period not  extending
          beyond the life expectancy of the Designated  Beneficiary,  the amount
          required to be  distributed  for each calendar  year,  beginning  with
          distributions for the First Distribution  Calendar Year, must at least
          equal the quotient obtained by dividing the  Participant's  benefit by
          the Applicable Life Expectancy.

     (b)  For calendar years beginning before 1989, if the Participant's  Spouse
          is not the Designated Beneficiary, the method of distribution selected
          must have assured that at least 50% of the Present Value of the amount
          available for  distribution  was to be paid within the life expectancy
          of the Participant.

     (c)  For calendar years  beginning after 1988, the amount to be distributed
          each year,  beginning with  distributions  for the First  Distribution
          Calendar Year shall not be less than the quotient obtained by dividing
          the  Participant's  benefit by the lesser of (1) the  Applicable  Life
          Expectancy or (2) if the  Participant's  Spouse is not the  Designated
          Beneficiary,  the  applicable  divisor  determined  from the table set
          forth in Q&A-4 of  Regulations  Section  1.401(a)(9)-2.  Distributions
          after  the death of the  Participant  shall be  distributed  using the
          Applicable Life  Expectancy as the relevant  divisor without regard to
          Regulations Section 1.401(a)(9)-2.
(d)  The  minimum   distribution   required  for  the  Participant's  First
          Distribution Calendar Year must be made on or before the Participant's
          Required  Beginning Date. The minimum  distribution for other calendar
          years,   including  the  minimum  distribution  for  the  Distribution
          Calendar  Year in which  the  Participant's  Required  Beginning  Date
          occurs,  must be made on or before  December  31 of that  Distribution
          Calendar Year.

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

     (f)  For purposes of  determining  the amount of the required  distribution
          for each Distribution Calendar Year, the account balance to be used is
          the account balance determined as of the last valuation  preceding the
          Distribution  Calendar  Year.  This  balance  will be increased by the
          amount of any  contributions  or forfeitures  allocated to the account
          balance after the valuation date in such preceding calendar year. Such
          balance  will  also be  decreased  by  distributions  made  after  the
          Valuation Date in such preceding Calendar Year.

     (g)  For  purposes of  subparagraph  7.4(f),  if any portion of the minimum
          distribution for the First  Distribution  Calendar Year is made in the
          second Distribution  Calendar Year on or before the Required Beginning
          Date,  the  amount  of the  minimum  distribution  made in the  second
          Distribution  Calendar Year shall be treated as if it had been made in
          the immediately preceding Distribution Calendar Year.

7.5      Required Beginning Date

     (a)  General Rule.  The Required  Beginning  Date of a  Participant  is the
          first day of April of the calendar year following the calendar year in
          which the Participant attains age 70 1/2.

     (b)  Transitional  Rules. The Required  Beginning Date of a Participant who
          attained age 70 1/2 before 1988,  shall be  determined  in  accordance
          with (1) or (2) below:

          (1)  Non-5-percent   owners.   The  Required   Beginning   Date  of  a
               Participant  who is not a  5-percent  owner is the  first  day of
               April of the calendar  year  following the calendar year in which
               the later of retirement  or attainment of age 70 1/2 occurs.  The
               Required  Beginning Date of a Participant  who is not a 5-percent
               owner, who attains age 70 1/2 during 1988 and who has not retired
               as of 1989, is April 1, 1990.

          (2)  5-percent  owners.  The Required  Beginning Date of a Participant
               who is a 5-percent owner during any year beginning after 1979, is
               the first day of April following the later of:

               (i)  the calendar  year in which the  Participant  attains age 70
                    1/2, or

               (ii) the earlier of the  calendar  year with or within which ends
                    the plan year in which the  Participant  becomes a 5-percent
                    owner,  or  the  calendar  year  in  which  the  Participant
                    retires.
(c)  A  Participant  is treated as a 5-percent  owner for  purposes of this
          Paragraph if such  Participant is a 5-percent owner as defined in Code
          Section  416(i)  (determined  in accordance  with Code Section 416 but
          without  regard to whether the Plan is  Top-Heavy)  at any time during
          the Plan Year  ending with or within the  calendar  year in which such
          Owner attains age 66 1/2 or any subsequent Plan Year.

     (d)  Once  distributions  have  begun  to  a  5-percent  owner  under  this
          paragraph,  they  must  continue  to  be  distributed,   even  if  the
          Participant ceases to be a 5-percent owner in a subsequent year.

7.6      Transitional Rule

     (a)  Notwithstanding  the other requirements of this article and subject to
          the   requirements  of  Article  VIII,   Joint  and  Survivor  Annuity
          Requirements,  distribution  on behalf of any  Employee,  including  a
          5-percent  owner,  may be made in accordance with all of the following
          requirements (regardless of when such distribution commences):

          (i)  The  distribution  by the  trust  is one  which  would  not  have
               disqualified such trust under Code Section 401(a)(9) as in effect
               prior to amendment by the Deficit Reduction Act of 1984.

          (ii) The  distribution  is in accordance with a method of distribution
               designated by the employee  whose  interest in the trust is being
               distributed or, if the employee is deceased,  by a beneficiary of
               such employee.

          (iii)Such  designation  was in writing,  was signed by the employee or
               the beneficiary, and was made before January 1, 1984.

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

          (v)  The method of  distribution  designated  by the  Employee  or the
               beneficiary   specifies  the  time  at  which  distribution  will
               commence,  the period over which  distributions will be made, and
               in the case of any  distribution  upon the Employee's  death, the
               beneficiaries of the Employee listed in order of priority.

     (b)  A  distribution  upon death  will not be covered by this  transitional
          rule unless the information in the  designation  contains the required
          information  described above with respect to the  distributions  to be
          made upon the death of the Employee.

     (c)  For any  distribution  which  commences  before  January 1, 1984,  but
          continues after December 31, 1983, the Employee,  or the  beneficiary,
          to whom such  distribution  is being  made,  will be  presumed to have
          designated the method of distribution  under which the distribution is
          being made if the method of distribution  was specified in writing and
          the distribution  satisfies the requirements in sub-paragraphs  (a)(i)
          and (a)(v) above.

     (d)  If a designation is revoked, any subsequent  distribution must satisfy
          the  requirements  of  Code  Section  401(a)(9)  and  the  Regulations
          thereunder.  If a  designation  is  revoked  subsequent  to  the  date
          distributions  are required to begin,  the Plan must distribute by the
          end of the calendar  year  following  the  calendar  year in which the
          revocation  occurs
the total amount not yet distributed which would have been required to
          have been  distributed  to  satisfy  Code  Section  401(a)(9)  and the
          Regulations   thereunder,   but  for  the  Tax   Equity   and   Fiscal
          Responsibility  Act Section  242(b)(2)  election.  For calendar  years
          beginning  after December 31, 1988, such  distributions  must meet the
          minimum  distribution  incidental benefit  requirements in Regulations
          Section  1.401(a)(9)-2.   Any  changes  in  the  designation  will  be
          considered to be a revocation of the  designation.  However,  the mere
          substitution or addition of another  beneficiary (one not named in the
          designation)  under the  designation  will not be  considered  to be a
          revocation  of the  designation,  so  long  as  such  substitution  or
          addition does not alter the period over which  distributions are to be
          made under the  designation,  directly or indirectly (for example,  by
          altering the relevant  measuring life). In the case in which an amount
          is transferred or rolled over from one plan to another plan, the rules
          in Q&A  J-2 and Q&A J-3 of  Regulations  Section  1.401(a)(9)-2  shall
          apply.

7.7 Designation Of Beneficiary For Death Benefit Each  Participant  shall file a
written  designation  of  beneficiary  with the  Employer  upon  qualifying  for
participation in this Plan. Such designation shall remain in force until revoked
by the  Participant  by filing a new  beneficiary  form with the  Employer.  The
Participant may elect to have a portion of his or her account  balance  invested
in an insurance contract.  If an insurance contract is purchased under the Plan,
the  Trustee  must be named as  Beneficiary  under  the  terms of the  contract.
However,  the Participant  shall designate a Beneficiary to receive the proceeds
of  the  contract  after  settlement  is  received  by  the  Trustee.   Under  a
profit-sharing  plan satisfying the  requirements  of paragraph 8.7 hereof,  the
Designated  Beneficiary  shall be the  Participant's  Surviving  Spouse, if any,
unless such Spouse properly consents otherwise.

7.8  Nonexistence  Of Beneficiary  Any portion of the amount  payable  hereunder
which is not disposed of because of the  Participant's  or former  Participant's
failure  to  designate  a   beneficiary,   or  because  all  of  the  Designated
Beneficiaries  are  deceased,  shall  be  paid  to  his or  her  Spouse.  If the
Participant  had no Spouse at the time of  death,  payment  shall be made to the
personal representative of his or her estate in a lump sum.

7.9   Distribution   Beginning  Before  Death  If  the  Participant  dies  after
distribution  of his or her interest has begun,  the  remaining  portion of such
interest will continue to be distributed at least as rapidly as under the method
of distribution being used prior to the Participant's death.

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

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

     (b)  If the Designated  Beneficiary is the Participant's  Surviving Spouse,
          the date  distributions  are required to begin in accordance  with (a)
          above  shall not be earlier  than the later of (1)  December 31 of the
          calendar  year  immediately  following  the calendar year in which the
          participant died, or (2) December 31 of the calendar year in which the
          Participant would have attained age 70 1/2.

If the  Participant  has not made an election  pursuant to this paragraph by the
time of his or her death, the  Participant's  Designated  Beneficiary must elect
the method of  distribution  no later than the earlier of (1) December 31 of the
calendar  year in which  distributions  would be  required  to begin  under this
section,  or (2)  December  31 of the  calendar  year which  contains  the fifth
anniversary of the date of death of the  participant.
If  the  Participant  has  no  Designated  Beneficiary,  or  if  the  Designated
Beneficiary  does not elect a method of distribution,  then  distribution of the
Participant's  entire  interest must be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.

For  purposes  of  this  paragraph  if  the  Surviving  Spouse  dies  after  the
Participant,  but before  payments to such Spouse begin,  the provisions of this
paragraph  with the exception of paragraph  (b) therein,  shall be applied as if
the Surviving  Spouse were the  Participant.  For the purposes of this paragraph
and paragraph 7.9,  distribution  of a  Participant's  interest is considered to
begin  on the  Participant's  Required  Beginning  Date  (or,  if the  preceding
sentence  is  applicable,  the date  distribution  is  required  to begin to the
Surviving  Spouse).  If  distribution  in the form of an  annuity  described  in
paragraph 7.4(e)  irrevocably  commences to the Participant  before the Required
Beginning  Date,  the  date  distribution  is  considered  to  begin is the date
distribution actually commences.

For purposes of  paragraph  7.9 and this  paragraph,  if an amount is payable to
either a minor or an individual who has been declared incompetent,  the benefits
shall be paid to the legally appointed guardian for the benefit of said minor or
incompetent  individual,  unless the court  which  appointed  the  guardian  has
ordered otherwise.

7.11     Distribution Of Excess Elective Deferrals

     (a)  Notwithstanding  any  other  provision  of the Plan,  Excess  Elective
          Deferrals plus any income and minus any loss allocable thereto,  shall
          be  distributed  no later  than  April  15,  1988,  and each  April 15
          thereafter,   to   Participants  to  whose  accounts  Excess  Elective
          Deferrals were allocated for the preceding taxable year, and who claim
          Excess  Elective  Deferrals  for such taxable  year.  Excess  Elective
          Deferrals shall be treated as Annual Additions under the Plan,  unless
          such  amounts  are  distributed  no later  than the first  April  15th
          following the close of the  Participant's  taxable year. A Participant
          is deemed to notify  the Plan  Administrator  of any  Excess  Elective
          Deferrals  that  arise by taking  into  account  only  those  Elective
          Deferrals  made to this  Plan and any  other  plans of this  Employer.
          Furthermore,  a Participant who  participates in another plan allowing
          Elective  Deferrals  may  assign  to this  Plan  any  Excess  Elective
          Deferrals made during a taxable year of the Participant,  by notifying
          the Plan  Administrator of the amount of the Excess Elective Deferrals
          to be assigned.

     (b)  The Participant's claim shall be in writing; shall be submitted to the
          Plan  Administrator not later than March 1 of each year; shall specify
          the amount of the  Participant's  Excess  Elective  Deferrals  for the
          preceding  taxable year; and shall be accompanied by the Participant's
          written  statement  that if such  amounts  are not  distributed,  such
          Excess Elective Deferrals,  when added to amounts deferred under other
          plans  or  arrangements  described  in Code  Sections  401(k),  408(k)
          [Simplified Employee Pensions], or 403(b) [annuity programs for public
          schools and charitable  organizations] will exceed the $7,000 limit as
          adjusted under Code Section 415(d) imposed on the  Participant by Code
          Section 402(g) for the year in which the deferral occurred.

     (c)  Excess Elective  Deferrals shall be adjusted for any income or loss up
          to the end of the taxable year, during which such excess was deferred.
          Income or loss will be  calculated  under the method used to calculate
          investment earnings and losses elsewhere in the Plan.

     (d)  If the Participant receives a return of his or her Elective Deferrals,
          the amount of such  contributions  which are returned  must be brought
          into the Employee's taxable income.

7.12     Distributions of Excess Contributions

     (a)  Notwithstanding   any   other   provision   of   this   Plan,   Excess
          Contributions,  plus any
income and minus any loss allocable  thereto,  shall be distributed no
          later  than the last day of each  Plan Year to  Participants  to whose
          accounts such Excess  Contributions  were  allocated for the preceding
          Plan  Year.  If  such  excess  amounts  are  distributed  more  than 2
          1/2months  after  the last day of the Plan Year in which  such  excess
          amounts  arose,  a ten (10) percent  excise tax will be imposed on the
          Employer  maintaining  the Plan with  respect  to such  amounts.  Such
          distributions  shall be made to Highly  Compensated  Employees  on the
          basis  of  the  respective   portions  of  the  Excess   Contributions
          attributable to each of such Employees.  Excess Contributions shall be
          allocated  to  Participants  who  are  subject  to the  Family  Member
          aggregation  rules of Code Section  414(q)(6) in the manner prescribed
          by the regulations thereunder.

     (b)  Excess Contributions  (including the amounts recharacterized) shall be
          treated as Annual Additions under the Plan.

     (c)  Excess  Contributions  shall be adjusted  for any income or loss up to
          the end of the Plan Year.  Income or loss will be calculated under the
          method used to calculate  investment  earnings and losses elsewhere in
          the Plan.

     (d)  Excess  Contributions  shall be  distributed  from  the  Participant's
          Contribution  account and Qualified Matching  Contribution account (if
          applicable) in proportion to the Participant's  Elective Deferrals and
          Qualified Matching  Contributions (to the extent used in the ADP test)
          for the Plan Year. Excess  Contributions shall be distributed from the
          Participant's Qualified Non-Elective  Contribution account only to the
          extent  that such  Excess  Contributions  exceed  the  balance  in the
          Participant's   Elective  Deferral  account  and  Qualified   Matching
          Contribution account.

7.13     Distribution Of Excess Aggregate Contributions

     (a)  Notwithstanding  any other  provision of this Plan,  Excess  Aggregate
          Contributions,  plus any income and minus any loss allocable  thereto,
          shall be forfeited, if forfeitable, or if not forfeitable, distributed
          no later than the last day of each Plan Year to  Participants to whose
          accounts such Excess  Aggregate  Contributions  were allocated for the
          preceding Plan Year. Excess Aggregate Contributions shall be allocated
          to Participants who are subject to the Family Member aggregation rules
          of Code Section 414(q)(6) in the manner prescribed by the regulations.
          If such Excess  Aggregate  Contributions  are distributed  more than 2
          1/2months  after  the last day of the Plan Year in which  such  excess
          amounts  arose,  a ten (10) percent  excise tax will be imposed on the
          Employer  maintaining  the Plan with respect to those amounts.  Excess
          Aggregate Contributions shall be treated as Annual Additions under the
          plan.

     (b)  Excess  Aggregate  Contributions  shall be adjusted  for any income or
          loss up to the end of the Plan Year.  The income or loss  allocable to
          Excess  Aggregate  Contributions  is the sum of income or loss for the
          Plan  Year  allocable  to  the  Participant's  Voluntary  Contribution
          account,  Matching  Contribution  account, (if any, and if all amounts
          therein  are not used in the ADP test) and, if  applicable,  Qualified
          Non-Elective  Contribution  account  and  Elective  Deferral  account.
          Income or loss will be  calculated  under the method used to calculate
          investment earnings and losses elsewhere in the Plan.
(c)  Forfeitures   of  Excess   Aggregate   Contributions   may  either  be
          reallocated  to the accounts of  non-Highly  Compensated  Employees or
          applied to reduce Employer  contributions,  as elected by the employer
          in the Adoption Agreement.

     (d)  Excess  Aggregate  Contributions  shall be forfeited if such amount is
          not vested. If vested,  such excess shall be distributed on a pro-rata
          basis from the Participant's  Voluntary  Contribution account (and, if
          applicable,  the  Participant's  Qualified  Non-Elective  Contribution
          account or Elective Deferral account, or both).
ARTICLE VIII

                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1  Applicability  Of Provisions  The provisions of this Article shall apply to
any  Participant  who is  credited  with at least one Hour of  Service  with the
Employer on or after August 23, 1984 and such other  Participants as provided in
paragraph 8.8.

8.2 Payment Of Qualified  Joint And Survivor  Annuity Unless an optional form of
benefit is selected  pursuant to a Qualified  Election  within the 90-day period
ending on the Annuity  Starting  Date, a married  Participant's  Vested  Account
Balance will be paid in the form of a Qualified  Joint and Survivor  Annuity and
an unmarried  Participant's Vested Account Balance will be paid in the form of a
life annuity.  The Participant may elect to have such annuity  distributed  upon
attaining Early Retirement Age under the Plan.

8.3 Payment Of Qualified Pre-Retirement Survivor Annuity Unless an optional form
of benefit has been selected  within the Election Period pursuant to a Qualified
Election,  if a Participant dies before benefits have commenced then one-half of
the  Participant's  Vested Account Balance shall be paid to the Surviving Spouse
in the form of a life  annuity.  The  Surviving  Spouse  may  elect to have such
annuity distributed within a reasonable period after the Participant's death.

A Participant who does not meet the age 35 requirement set forth in the Election
Period  as of the end of any  current  Plan  Year may make a  special  qualified
election to waive the qualified  Pre-retirement  Survivor Annuity for the period
beginning  on the date of such  election and ending on the first day of the Plan
Year in which the  Participant  will attain age 35. Such  election  shall not be
valid unless the  Participant  receives a written  explanation  of the Qualified
Pre-retirement  Survivor  Annuity  in  such  terms  as  are  comparable  to  the
explanation  required under  paragraph 8.5.  Qualified  Pre-retirement  Survivor
Annuity  coverage  will be  automatically  reinstated as of the first day of the
Plan Year in which the  Participant  attains  age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Article.

8.4 Qualified  Election A waiver of a Qualified Joint and Survivor  Annuity or a
qualified  pre-retirement  survivor annuity. Any waiver of a Qualified Joint and
Survivor  Annuity or a qualified  pre-retirement  survivor  annuity shall not be
effective unless:

     (a)  the Participant's Spouse consents in writing to the election;

     (b)  the election designates a specific beneficiary, including any class of
          beneficiaries  or  any  contingent  beneficiaries,  which  may  not be
          changed  without  spousal  consent  (or the Spouse  expressly  permits
          designations by the Participant without any further spousal consent);

     (c)  the Spouse's consent acknowledges the effect of the election; and

     (d)  the Spouse's consent is witnessed by a Plan  representative  or notary
          public.

Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity
shall not be effective unless the election  designates a form of benefit payment
which may not be  changed  without  spousal  consent  (or the  Spouse  expressly
permits designations by the Participant without any further spousal consent). If
it is established to the satisfaction of the Plan Administrator that there is no
Spouse or that the Spouse cannot be located, a waiver will be deemed a Qualified
Election.   Any  consent  by  a  Spouse   obtained   under  this  provision  (or
establishment  that  the  consent  of a  Spouse  may not be  obtained)  shall be
effective only with respect to such Spouse. A consent that permits  designations
by the  Participant  without any  requirement of further  consent by such Spouse
must  acknowledge  that the Spouse has the right to limit  consent to a specific
beneficiary,  and a specific  form of  benefit
where applicable, and that the Spouse voluntarily elects to relinquish either or
both of such rights. A revocation of a prior waiver may be made by a Participant
without  the  consent  of the  Spouse at any time  before  the  commencement  of
benefits.  The number of revocations  shall not be limited.  No consent obtained
under this provision  shall be valid unless the  Participant has received notice
as provided in paragraphs 8.5 and 8.6 below.

8.5 Notice  Requirements For Qualified Joint And Survivor Annuity In the case of
a Qualified Joint and Survivor Annuity,  the Plan  Administrator  shall, no less
than 30 days  and no more  than 90 days  prior  to the  Annuity  Starting  date,
provide each Participant a written explanation of:

     (a)  the terms and conditions of a Qualified Joint and Survivor Annuity;

     (b)  the Participant's right to make and the effect of an election to waive
          the qualified Joint and Survivor Annuity form of benefit;

     (c)  the rights of a Participant's Spouse; and

     (d)  the right to make,  and the  effect  of, a  revocation  of a  previous
          election to waive the Qualified Joint and Survivor Annuity.

8.6 Notice  Requirements  For Qualified  Pre-Retirement  Survivor Annuity In the
case of a qualified  pre-retirement  survivor  annuity as described in paragraph
8.3, the Plan Administrator shall provide each Participant within the applicable
period  for  such   Participant   a  written   explanation   of  the   qualified
pre-retirement  survivor  annuity in such  terms and in such  manner as would be
comparable to the explanation provided for meeting the requirements of paragraph
8.5 applicable to a Qualified Joint and Survivor Annuity.  The applicable period
for a Participant is whichever of the following periods ends last:

     (a)  the period  beginning with the first day of the Plan Year in which the
          Participant  attains age 32 and ending with the close of the Plan Year
          preceding the Plan Year in which the Participant attains age 35;

     (b)  a reasonable period ending after the individual becomes a Participant;

     (c)  a reasonable  period  ending after this Article  first  applies to the
          Participant.  Notwithstanding  the foregoing,  notice must be provided
          within a reasonable period ending after separation from Service in the
          case of a Participant who separates from Service before  attaining age
          35.

For purposes of applying the  preceding  paragraph,  a reasonable  period ending
after the  events  described  in (b) and (c) is the end of the  two-year  period
beginning  one-year  prior to the date the applicable  event occurs,  and ending
one-year  after that  date.  In the case of a  Participant  who  separates  from
Service  before  the Plan  Year in which  age 35 is  attained,  notice  shall be
provided within the two-year  period  beginning one year prior to separation and
ending one year after separation.  If such a Participant subsequently returns to
employment with the Employer,  the applicable  period for such Participant shall
be re-determined.

8.7      Special Safe-Harbor Exception For Certain Profit-Sharing Plans

     (a)  To the extent that the  following  conditions  are met, the  Qualified
          Joint and Survivor Annuity  requirements of this Article VIII shall be
          inapplicable  to a Participant  in a  profit-sharing  plan, and to any
          distribution,  made on or after the  first day of the first  plan year
          beginning  after 1988, from or under a separate  account  attributable
          solely to Qualified Voluntary  contributions,  as maintained on behalf
          of a Participant in a money purchase pension plan, (including a target
          benefit plan) if the following conditions are satisfied:
(1)  the Participant  does not or cannot elect payments in the form of
               a life annuity; and

          (2)  on the death of a Participant,  the Participant's  Vested Account
               Balance will be paid to the Participant's  Surviving Spouse,  but
               if there is no Surviving  Spouse,  or if the Surviving Spouse has
               consented in a manner conforming to a Qualified Election, then to
               the Participant's Designated Beneficiary.

          The  Surviving  Spouse  may elect to have  distribution  of the Vested
          Account Balance  commence within the 90-day period  following the date
          of the Participant's  death. The account balance shall be adjusted for
          gains or losses occurring after the Participant's  death in accordance
          with the  provisions of the Plan  governing the  adjustment of account
          balances for other types of  distributions.  These  safe-harbor  rules
          shall  not  be  operative   with  respect  to  a   Participant   in  a
          profit-sharing plan if that Plan is a direct or indirect transferee of
          a Defined  Benefit Plan,  money  purchase plan, a target benefit plan,
          stock  bonus  plan,  or  profit-sharing  plan  which is subject to the
          survivor  annuity  requirements  of Code Section  401(a)(11)  and Code
          Section 417, and would  therefore have a Qualified  Joint and Survivor
          Annuity as its normal form of benefit.

     (b)  The Participant may waive the spousal death benefit  described in this
          paragraph at any time  provided that no such waiver shall be effective
          unless it satisfies the  conditions  (described in paragraph 8.4) that
          would   apply   to  the   Participant's   waiver   of  the   Qualified
          Pre-Retirement Survivor Annuity.

     (c)  If this paragraph 8.7 is operative,  then all other provisions of this
          Article other than paragraph 8.8 are inoperative.

8.8 Transitional Joint And Survivor Annuity Rules Special transition rules apply
to Participants who were not receiving benefits on August 23, 1984.

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

     (b)  Any living  Participant not receiving benefits on August 23, 1984, who
          was  credited  with at least one Hour of Service  under this Plan or a
          predecessor  Plan  on or  after  September  2,  1974,  and  who is not
          otherwise  credited  with any Service in a Plan Year  beginning  on or
          after January 1, 1976,  must be given the  opportunity  to have his or
          her benefits paid in accordance with paragraph 8.9.

     (c)  The  respective  opportunities  to elect [as  described in (a) and (b)
          above]  must be afforded to the  appropriate  Participants  during the
          period  commencing  on August 23, 1984 and ending on the date benefits
          would otherwise commence to said Participants.
8.9  Automatic  Joint And  Survivor  Annuity  And  Early  Survivor  Annuity  Any
Participant who has elected pursuant to paragraph 8.8(b) and any Participant who
does not elect under paragraph 8.8(a) or who meets the requirements of paragraph
8.8(a),  except that such Participant does not have at least 10 years of vesting
Service when he or she separates  from  Service,  shall have his or her benefits
distributed  in accordance  with all of the following  requirements  if benefits
would have been payable in the form of a life annuity.

     (a)  Automatic  Joint and  Survivor  Annuity.  If benefits in the form of a
          life annuity become payable to a married Participant who:

          (1)  begins to  receive  payments  under  the Plan on or after  Normal
               Retirement Age, or

          (2)  dies on or after Normal  Retirement  Age while still  working for
               the Employer, or

          (3)  begins  to  receive  payments  on or after  the  Qualified  Early
               Retirement Age, or

          (4)  separates from Service on or after  attaining  Normal  Retirement
               (or the Qualified Early  Retirement Age) and after satisfying the
               eligibility  requirements  for the payment of benefits  under the
               Plan  and  thereafter  dies  before  beginning  to  receive  such
               benefits,  then such benefits will be received under this Plan in
               the form of a Qualified  Joint and Survivor  Annuity,  unless the
               Participant has elected otherwise during the Election Period. The
               Election   Period  must  begin  at  least  6  months  before  the
               Participant  attains  Qualified Early  Retirement Age and end not
               more  than 90 days  before  the  commencement  of  benefits.  Any
               election  hereunder  will be in writing and may be changed by the
               Participant at any time.

     (b)  Election of Early  Survivor  Annuity.  A  Participant  who is employed
          after attaining the Qualified  Early  Retirement Age will be given the
          opportunity to elect,  during the Election Period,  to have a survivor
          annuity  payable on death.  If the  Participant  elects  the  survivor
          annuity,  payments  under  such  annuity  must  not be less  than  the
          payments  which would have been made to the Spouse under the Qualified
          Joint and Survivor  Annuity if the  Participant had retired on the day
          before his or her death.  Any election under this provision will be in
          writing  and  may be  changed  by the  Participant  at any  time.  The
          Election Period begins on the later of:

          (1)  the 90th day before the  Participant  attains the Qualified Early
               Retirement Age, or

          (2)  the date on which participation  begins, and ends on the date the
               Participant terminates employment.

8.10 Annuity Contracts Any annuity contract  distributed under this Plan must be
nontransferable.  The terms of any annuity contract purchased and distributed by
the Plan to a Participant or Spouse shall comply with the  requirements  of this
Plan.
ARTICLE IX

                                     VESTING

9.1 Employee  Contributions  A  Participant  shall always have a 100% vested and
nonforfeitable   interest   in  his  or  her   Elective   Deferrals,   Voluntary
Contributions,  Qualified Voluntary Contributions,  Rollover Contributions,  and
Transfer  Contributions  plus the earnings  thereon.  No  forfeiture of Employer
related contributions  (including any minimum contributions made under paragraph
14.2 hereof) will occur solely as a result of an  Employee's  withdrawal  of any
Employee contributions.

9.2  Employer   Contributions   A   Participant   shall  acquire  a  vested  and
nonforfeitable   interest  in  his  or  her  account  attributable  to  Employer
contributions  in accordance with the table selected in the Adoption  Agreement,
provided  that if a Participant  is not already  fully  vested,  he or she shall
become so upon attaining  Normal  Retirement Age, Early Retirement Age, on death
prior to normal retirement,  on retirement due to Disability,  or on termination
of the Plan.

9.3 Computation  Period The computation period for purposes of determining Years
of Service and Breaks in Service  for  purposes  of  computing  a  Participant's
nonforfeitable  right  to his or  her  account  balance  derived  from  Employer
contributions shall be determined by the Employer in the Adoption Agreement.  If
the  Employer  provides for other than full and  immediate  vesting and does not
designate otherwise,  the computation period will be the Plan Year. In the event
a former Participant with no vested interest in his or her Employer contribution
account  requalifies  for  participation  in the Plan after incurring a Break in
Service,  such Participant  shall be credited for vesting with all pre-break and
post-break Service.

9.4  Requalification  Prior To Five  Consecutive  One-Year Breaks In Service The
account balance of such Participant shall consist of any undistributed amount in
his or her account as of the date of re-employment plus any future contributions
added to such account plus the  investment  earnings on the account.  The Vested
Account  Balance of such  Participant  shall be  determined by  multiplying  the
Participant's account balance (adjusted to include any distribution or redeposit
made under paragraph 6.3) by such Participant's  vested percentage.  All Service
of the Participant, both prior to and following the break, shall be counted when
computing the Participant's vested percentage.

9.5  Requalification  After Five Consecutive  One-Year Breaks In Service If such
Participant  is not fully  vested upon  re-employment,  a new  account  shall be
established  for such  Participant  to separate his or her  deferred  vested and
nonforfeitable  account,  if any, from the account to which new allocations will
be made. The  Participant's  deferred  account to the extent  remaining shall be
fully  vested and shall  continue to share in  earnings  and losses of the Fund.
When  computing  the  Participant's  vested  portion  of the  new  account,  all
pre-break and post-break Service shall be counted. However, notwithstanding this
provision,  no such former  Participant  who has had five  consecutive  one-year
Breaks in Service shall acquire a larger vested and  nonforfeitable  interest in
his or her prior account balance as a result of requalification hereunder.

9.6  Calculating  Vested  Interest A  Participant's  vested  and  nonforfeitable
interest shall be calculated by multiplying  the fair market value of his or her
account  attributable to Employer  contributions on the Valuation Date preceding
distribution by the decimal equivalent of the vested percentage as of his or her
termination date. The amount attributable to Employer contributions for purposes
of the calculation  includes  amounts  previously paid out pursuant to paragraph
6.3 and not repaid. The Participant's vested and nonforfeitable  interest,  once
calculated above,  shall be reduced to reflect those amounts previously paid out
to the Participant and not repaid by the Participant.  The Participant's  vested
and  nonforfeitable  interest  so  determined  shall  continue  to  share in the
investment earnings and any increase or decrease in the fair market value of the
Fund up to the Valuation Date preceding or coinciding with payment.
9.7  Forfeitures  Any balance in the account of a Participant  who has separated
from Service to which he or she is not entitled under the foregoing  provisions,
shall be  forfeited  and applied as provided in the Adoption  Agreement.  If not
specified otherwise in the Adoption Agreement,  forfeitures will be allocated to
Participants in the same manner as the Employer's contribution. A forfeiture may
only occur if the  Participant  has received a distribution  from the Plan or if
the  Participant  has  incurred  five  consecutive  1-year  Breaks  in  Service.
Forfeitures  shall inure only to the  accounts of  Participants  of the adopting
Employer's  plan.  If  not  specified   otherwise  in  the  Adoption  Agreement,
forfeitures  shall be  allocated  at the end of the Plan Year  during  which the
former  Participant   incurs  five  consecutive   one-year  Breaks  in  Service.
Furthermore,  a Highly  Compensated  Employee's  Matching  Contributions  may be
forfeited,  even if vested, if the contributions to which they relate are Excess
Deferrals, Excess Contributions or Excess Aggregate Contributions.

9.8 Amendment Of Vesting Schedule No amendment to the Plan shall have the effect
of decreasing a Participant's  vested interest determined without regard to such
amendment  as of the later of the date such  amendment is adopted or the date it
becomes effective.  Further,  if the vesting schedule of the Plan is amended, or
the  Plan  is  amended  in any way  that  directly  or  indirectly  affects  the
computation of any Participant's  nonforfeitable  percentage,  or if the Plan is
deemed amended by an automatic change to or from a Top-Heavy  vesting  schedule,
each  Participant  with at least three Years of Service  with the  Employer  may
elect, within a reasonable period after the adoption of the amendment or change,
to have his or her  nonforfeitable  percentage  computed  under the Plan without
regard to such amendment or change.  For  Participants  who do not have at least
one Hour of  Service  in any Plan  Year  beginning  after  1988,  the  preceding
sentence  shall be applied by  substituting  "Five Years of Service"  for "Three
Years of Service"  where such  language  appears.  The period  during  which the
election may be made shall  commence  with the date the  amendment is adopted or
deemed to be made and shall end on the later of:

         (a)      60 days after the amendment is adopted;

         (b)      60 days after the amendment becomes effective; or

         (c)      60 days after the  Participant is issued written notice of the
                  amendment by the  Employer or the  Trustee.  If the Trustee is
                  asked to so  notify,  the Fund will be  charged  for the costs
                  thereof  unless the Employer  pays the charges as permitted in
                  paragraph 11.3.

No amendment to the Plan shall be effective to the extent that it has the effect
of decreasing a Participant's  accrued  benefit.  Notwithstanding  the preceding
sentence, a Participant's account balance may be reduced to the extent permitted
under  section  412(c)(8) of the Code  (relating to  financial  hardships).  For
purposes of this paragraph,  a Plan amendment which has the effect of decreasing
a Participant's account balance or eliminating an optional form of benefit, with
respect to  benefits  attributable  to service  before  the  amendment  shall be
treated as reducing an accrued benefit.

9.9 Service With Controlled  Groups All Years of Service with other members of a
controlled group of corporations [as defined in Code Section 414(b)],  trades or
businesses under common control [as defined in Code Section 414(c)],  or members
of an  affiliated  service  group [as defined in Code Section  414(m)]  shall be
considered   for  purposes  of   determining  a   Participant's   nonforfeitable
percentage.

9.10  Application Of Prior Vesting Rules This Article reflects the vesting rules
in effect after  amendment for the Tax Reform Act of 1986. Any  Participant  who
separated  from  Service  prior to rendering an Hour of Service in the 1989 Plan
Year,  will  continue  to have his or her vesting  governed by the Plan's  prior
vesting rules, including, if applicable, the "rules of parity" which would allow
for certain Years of Service to be disregarded.
ARTICLE X

                           LIMITATIONS ON ALLOCATIONS
                         AND ANTIDISCRIMINATION TESTING

10.1  Participation In This Plan Only If the Participant does not participate in
and has never participated in another qualified plan, a Welfare Benefit Fund (as
defined in paragraph 1.89) or an individual medical account,  as defined in Code
Section 415(l)(2), maintained by the adopting Employer, which provides an Annual
Addition as defined in paragraph 1.4, the amount of Annual  Additions  which may
be credited to the Participant's account for any Limitation Year will not exceed
the lesser of the Maximum  Permissible Amount or any other limitation  contained
in this Plan. If the Employer  contribution  that would otherwise be contributed
or allocated to the  Participant's  account would cause the Annual Additions for
the  Limitation  Year to exceed  the  Maximum  Permissible  Amount,  the  amount
contributed  or allocated  will be reduced so that the Annual  Additions for the
Limitation Year will equal the Maximum Permissible Amount.  Prior to determining
the Participant's  actual Compensation for the Limitation Year, the Employer may
determine the Maximum  Permissible  Amount for a  Participant  on the basis of a
reasonable  estimate of the Participant's  Compensation for the Limitation Year,
uniformly  determined for all  Participants  similarly  situated.  As soon as is
administratively  feasible  after the end of the  Limitation  Year,  the Maximum
Permissible  Amount for the  Limitation  Year will be determined on the basis of
the Participant's actual Compensation for the Limitation Year.

10.2  Disposition Of Excess Annual Additions If pursuant to paragraph 10.1 or as
a result of the allocation of forfeitures, there is an Excess Amount, the excess
will be  disposed of under one of the  following  methods as  determined  in the
Adoption Agreement. If no election is made in the Adoption Agreement then method
"(a)" below shall apply.

     (a)  Suspense Account Method

          (1)  Any  nondeductible   Employee   Voluntary,   Required   Voluntary
               Contributions and unmatched Elective Deferrals to the extent they
               would   reduce  the  Excess   Amount  will  be  returned  to  the
               Participant. To the extent necessary to reduce the Excess Amount,
               non-Highly Compensated Employees will have all Elective Deferrals
               returned whether or not there was a corresponding match.

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

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

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

     (b)  Spillover Method

          (1)  Any  nondeductible   Employee   Voluntary,   Required   Voluntary
               Contributions and unmatched Elective Deferrals to the extent they
               would   reduce  the  Excess   Amount  will  be  returned  to  the
               Participant. To the extent necessary to reduce the Excess Amount,
               non-Highly Compensated Employees will have all Elective Deferrals
               returned whether or not there was a corresponding match.

          (2)  Any Excess  Amount  which would be allocated to the account of an
               individual  Participant under the Plan's allocation  formula will
               be reallocated to other  Participants in the same manner as other
               Employer contributions. No such reallocation shall be made to the
               extent that it will result in an Excess  Amount being  created in
               such Participant's own account.

          (3)  To the extent that amounts cannot be reallocated under (1) above,
               the suspense account provisions of (a) above will apply.

10.3   Participation  In  This  Plan  And  Another  Regional  Prototype  Defined
Contribution   Plan,   Welfare  Benefit  Fund,  Or  Individual  Medical  Account
Maintained  By The  Employer  The Annual  Additions  which may be  credited to a
Participant's  account under this Plan for any  Limitation  Year will not exceed
the Maximum  Permissible  Amount reduced by the Annual  Additions  credited to a
Participant's  account under the other Regional  Prototype Defined  Contribution
plans and Welfare  Benefit Funds and individual  medical  accounts as defined in
Code Section  415(l)(2),  maintained  by the  Employer,  which provide an Annual
Addition as defined in  paragraph  1.4,  for the same  Limitation  Year.  If the
Annual   Additions,   with  respect  to  the  Participant  under  other  Defined
Contribution  Plans and Welfare  Benefit Funds  maintained by the Employer,  are
less than the Maximum  Permissible  Amount and the  Employer  contribution  that
would otherwise be contributed or allocated to the  Participant's  account under
this Plan would cause the Annual  Additions  for the  Limitation  Year to exceed
this limitation, the amount contributed or allocated will be reduced so that the
Annual  Additions  under all such plans and funds for the  Limitation  Year will
equal the Maximum  Permissible  Amount.  If the Annual Additions with respect to
the Participant under such other Defined  Contribution Plans and Welfare Benefit
Funds in the  aggregate  are equal to or greater  than the  Maximum  Permissible
Amount, no amount will be contributed or allocated to the Participant's  account
under this Plan for the Limitation Year. Prior to determining the  Participant's
actual  Compensation  for the  Limitation  Year,  the Employer may determine the
Maximum  Permissible  Amount  for a  Participant  in  the  manner  described  in
paragraph  10.1.  As  soon as  administratively  feasible  after  the end of the
Limitation Year, the Maximum  Permissible Amount for the Limitation Year will be
determined  on the  basis  of the  Participant's  actual  Compensation  for  the
Limitation Year.

10.4  Disposition  Of Excess Annual  Additions  Under Two Plans If,  pursuant to
paragraph 10.3 or as a result of forfeitures,  a Participant's  Annual Additions
under  this Plan and such other  plans  would  result in an Excess  Amount for a
Limitation  Year,  the  Excess  Amount  will be deemed to  consist of the Annual
Additions last allocated except that Annual Additions  attributable to a Welfare
Benefit  Fund or an  individual  medical  account  as  defined  in Code  Section
415(l)(2) will be deemed to have been allocated  first  regardless of the actual
allocation  date.  If an Excess  Amount was  allocated  to a  Participant  on an
allocation  date of this Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to this Plan will be the product of:
(a)  the total Excess Amount allocated as of such date, times

     (b)  the ratio of:

          (1)  the  Annual  Additions  allocated  to  the  Participant  for  the
               Limitation Year as of such date under the Plan, to

          (2)  the total Annual  Additions  allocated to the Participant for the
               Limitation  Year as of such  date  under  this and all the  other
               qualified Master or Prototype Defined Contribution Plans.

  Any Excess  Amount  attributed  to this Plan will be disposed of in the manner
described in paragraph 10.2.

10.5  Participation In This Plan And Another Defined  Contribution Plan Which Is
Not A  Regional  Prototype  Plan If the  Participant  is covered  under  another
qualified  Defined  Contribution  Plan maintained by the Employer which is not a
Regional  Prototype  Plan,  Annual  Additions  which  may  be  credited  to  the
Participant's account under this Plan for any Limitation Year will be limited in
accordance  with paragraphs 10.3 and 10.4 as though the other plan were a Master
or  Prototype  Plan,  unless the  Employer  provides  other  limitations  in the
Adoption Agreement.

10.6  Participation  In This Plan And A  Defined  Benefit  Plan If the  Employer
maintains, or at any time maintained,  a qualified Defined Benefit Plan covering
any Participant in this Plan, the sum of the Participant's  Defined Benefit Plan
Fraction  and  Defined  Contribution  Plan  Fraction  will not exceed 1.0 in any
Limitation  Year.  For any Plan Year  during  which the Plan is  Top-Heavy,  the
Defined Benefit and Defined  Contribution  Plan Fractions shall be calculated in
accordance with Code Section 416(h).  The Annual Additions which may be credited
to the  Participant's  account under this Plan for any  Limitation  Year will be
limited in accordance with the provisions set forth in the Adoption Agreement.

10.7  Limitations On  Allocations In any Plan Year in which the Top-Heavy  Ratio
exceeds 90% (i.e.,  the Plan becomes Super  Top-Heavy),  the denominators of the
Defined Benefit Fraction (as defined in paragraph 1.15) and Defined Contribution
Fraction  (as defined in  paragraph  1.18)  shall be computed  using 100% of the
dollar limitation instead of 125%.

10.8 Average  Deferral  Percentage (ADP) Test With respect to any Plan Year, the
Average  Deferral   Percentage  for  Participants  who  are  Highly  Compensated
Employees  and  the  Average  Deferral   Percentage  for  Participants  who  are
non-Highly Compensated Employees must satisfy one of the following tests:

     (a)  Basic Test - The Average Deferral  Percentage for Participants who are
          Highly  Compensated  Employees for the Plan Year is not more than 1.25
          times  the  Average  Deferral  Percentage  for  Participants  who  are
          non-Highly Compensated Employees for the same Plan Year, or

     (b)  Alternative  Test - The Average  Deferral  Percentage for Participants
          who are Highly Compensated Employees for the Plan Year does not exceed
          the Average  Deferral  Percentage for  Participants who are non-Highly
          Compensated Employees for the same Plan Year by more than 2 percentage
          points provided that the Average Deferral  Percentage for Participants
          who are Highly  Compensated  Employees  is not more than 2.0 times the
          Average  Deferral  Percentage  for  Participants  who  are  non-Highly
          Compensated Employees.

10.9     Special Rules Relating To Application Of ADP Test

     (a)  The Actual  Deferral  Percentage for any  Participant  who is a Highly
          Compensated  Employee  for the Plan Year and who is  eligible  to have
          Elective  Deferrals  (and  Qualified  Non-Elective   Contributions  or
          Qualified  Matching  Contributions,  or both,  if treated as  Elective
          Deferrals  for  purposes  of the  ADP  test)  allocated  to his or her
          accounts  under two or more  arrangements  described  in Code  Section
          401(k), that are maintained by the Employer, shall be determined as if
          such  Elective   Deferrals   (and,  if   applicable,   such  Qualified
          Non-Elective  Contributions or Qualified  Matching  Contributions,  or
          both) were made under a single  arrangement.  If a Highly  Compensated
          Employee  participates  in two or more cash or  deferred  arrangements
          that have  different  Plan Years,  all cash or  deferred  arrangements
          ending  with or within  the same  calendar  year shall be treated as a
          single arrangement.

     (b)  In the  event  that  this  Plan  satisfies  the  requirements  of Code
          Sections 401(k),  401(a)(4), or 410(b), only if aggregated with one or
          more  other  plans,  or  if  one  or  more  other  plans  satisfy  the
          requirements  of such Code Sections only if aggregated with this Plan,
          then this Section shall be applied by determining  the Actual Deferral
          Percentage  of Employees as if all such plans were a single plan.  For
          Plan Years beginning  after 1989,  plans may be aggregated in order to
          satisfy Code Section 401(k) only if they have the same Plan Year.

     (c)  For  purposes  of  determining  the Actual  Deferral  Percentage  of a
          Participant  who  is  a  5-percent  owner  or  one  of  the  ten  most
          highest-paid Highly Compensated Employees, the Elective Deferrals (and
          Qualified    Non-Elective    Contributions   or   Qualified   Matching
          Contributions,  or both, if treated as Elective Deferrals for purposes
          of the ADP test) and  Compensation of such  Participant  shall include
          the Elective  Deferrals  (and, if applicable,  Qualified  Non-Elective
          Contributions and Qualified Matching  Contributions,  or both) for the
          Plan Year of Family Members as defined in paragraph 1.35 of this Plan.
          Family  Members,  with respect to such Highly  Compensated  Employees,
          shall be disregarded as separate Employees in determining the ADP both
          for  Participants  who are  non-Highly  Compensated  Employees and for
          Participants  who are Highly  Compensated  Employees.  In the event of
          repeal of the family  aggregation rules under Code Section  414(q)(6),
          all  applications  of such rules  under this Plan will cease as of the
          effective date of such repeal.

     (d)  For  purposes  of  determining  the  ADP  test,   Elective  Deferrals,
          Qualified   Non-Elective    Contributions   and   Qualified   Matching
          Contributions  must be made  before  the last day of the  twelve-month
          period  immediately  following  the Plan  Year to which  contributions
          relate.

     (e)  The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction of the ADP test and the amount of Qualified  Non-Elective
          Contributions or Qualified  Matching  Contributions,  or both, used in
          such test.

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

10.10  Recharacterization If the Employer allows for Voluntary  Contributions in
the Adoption Agreement,  a Participant may treat his or her Excess Contributions
as an  amount  distributed  to  the  Participant  and  then  contributed  by the
Participant to the Plan.  Recharacterized amounts will remain nonforfeitable and
subject to the same distribution requirements as Elective Deferrals. Amounts may
not be recharacterized by a Highly Compensated  Employee to the extent that such
amount in combination  with other Employee  Contributions  made by that Employee
would  exceed  any  stated  limit  under  the Plan on  Voluntary  Contributions.
Recharacterization  must occur no later than two and  one-half  months after the
last day of the Plan Year in which such Excess Contributions arose and is deemed
to occur no  earlier  than the date  the last  Highly  Compensated  Employee  is
informed in writing of the amount  recharacterized and the consequences thereof.
Recharacterized amounts will be taxable to the Participant for the Participant's
tax year in which the Participant would have received them in cash.
10.11 Average Contribution  Percentage (ACP) Test If the Employer makes Matching
Contributions  or if the Plan allows  Employees to make Voluntary  Contributions
the Plan must meet additional nondiscrimination requirements provided under Code
Section  401(m).  If Employee  Contributions  (including any Elective  Deferrals
recharacterized as Voluntary Contributions) are made pursuant to this Plan, then
in  addition  to  the  ADP  test  referenced  in  paragraph  10.8,  the  Average
Contribution  Percentage  test  is also  applicable.  The  Average  Contribution
Percentage for Participants who are Highly  Compensated  Employees for each Plan
Year and the Average Contribution Percentage for Participants who are Non-Highly
Compensated  Employees  for the same Plan Year must satisfy one of the following
tests:

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

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

10.12    Special Rules Relating To Application Of ACP Test

     (a)  If one or more Highly Compensated Employees participate in both a cash
          or deferred  arrangement and a plan subject to the ACP test maintained
          by the  Employer  and  the sum of the  ADP  and  ACP of  those  Highly
          Compensated  Employees  subject  to either or both tests  exceeds  the
          Aggregate  Limit,  then  the ADP or ACP of  those  Highly  Compensated
          Employees who also participate in a cash or deferred  arrangement will
          be reduced (beginning with such Highly Compensated  Employee whose ACP
          is the  highest) as set forth in the  Adoption  Agreement  so that the
          limit is not  exceeded.  The amount by which each  Highly  Compensated
          Employee's Contribution Percentage Amounts is reduced shall be treated
          as an Excess  Aggregate  Contribution.  The ADP and ACP of the  Highly
          Compensated Employees are determined after any corrections required to
          meet the ADP and ACP  tests.  Multiple  use does not occur if both the
          ADP and ACP of the Highly  Compensated  Employees does not exceed 1.25
          multiplied by the ADP and ACP of the non-Highly Compensated Employees.

     (b)  For purposes of this  Article,  the  Contribution  Percentage  for any
          Participant who is a Highly  Compensated  Employee and who is eligible
          to  have  Contribution  Percentage  Amounts  allocated  to  his or her
          account under two or more plans described in Code Section  401(a),  or
          arrangements  described in Code Section  401(k) that are maintained by
          the Employer, shall be determined as if the total of such Contribution
          Percentage  Amounts was made under each Plan. If a Highly  Compensated
          Employee  participates  in two or more cash or  deferred  arrangements
          that have  different  plan years,  all cash or  deferred  arrangements
          ending  with or within  the same  calendar  year shall be treated as a
          single arrangement.

     (c)  In the  event  that  this  Plan  satisfies  the  requirements  of Code
          Sections  401(a)(4),  401(m), or 410(b) only if aggregated with one or
          more  other  plans,  or  if  one  or  more  other  plans  satisfy  the
          requirements  of such Code Sections only if aggregated with this Plan,
          then this Section  shall be applied by  determining  the  Contribution
Percentage  of Employees as if all such plans were a single plan.  For
          Plan Years beginning  after 1989,  plans may be aggregated in order to
          satisfy Code Section 401(m) only if the aggregated plans have the same
          Plan Year.

     (d)  For  purposes  of  determining  the   Contribution   percentage  of  a
          Participant  who is a  five-percent  owner  or one  of  the  ten  most
          highest-paid,   Highly   Compensated   Employees,   the   Contribution
          Percentage  Amounts and Compensation of such Participant shall include
          the Contribution Percentage Amounts and Compensation for the Plan Year
          of Family  Members as defined in paragraph  1.35 of this Plan.  Family
          Members,  with  respect  to  Highly  Compensated  Employees,  shall be
          disregarded  as separate  Employees in  determining  the  Contribution
          Percentage  both  for  Participants  who  are  non-Highly  Compensated
          Employees and for Participants who are Highly  Compensated  Employees.
          In the event of repeal of the  family  aggregation  rules  under  Code
          Section 414(q)(6), all applications of such rules under this Plan will
          cease as of the effective date of such repeal.

     (e)  For purposes of determining the Contribution Percentage test, Employee
          Contributions  are  considered  to have  been made in the Plan Year in
          which contributed to the trust.  Matching  Contributions and Qualified
          Non-Elective  Contributions will be considered made for a Plan Year if
          made no later than the end of the twelve-month period beginning on the
          day after the close of the Plan Year.

     (f)  The  Employer  shall  maintain   records   sufficient  to  demonstrate
          satisfaction of the ACP test and the amount of Qualified  Non-Elective
          Contributions or Qualified  Matching  Contributions,  or both, used in
          such test.

     (g)  The determination and treatment of the Contribution  Percentage of any
          Participant shall satisfy such other requirements as may be prescribed
          by the Secretary of the Treasury.

     (h)  Qualified   Matching    Contributions   and   Qualified   Non-Elective
          Contributions  used to satisfy the ADP test may not be used to satisfy
          the ACP test.
ARTICLE XI

                                 ADMINISTRATION

11.1 Plan  Administrator  The  Employer  shall be the named  fiduciary  and Plan
Administrator. These duties shall include:

     (a)  appointing the Plan's attorney, accountant,  actuary, custodian or any
          other party needed to administer the Plan or the Fund,

     (b)  directing  the Trustee or custodian  with respect to payments from the
          Fund,

     (c)  communicating  with  Employees   regarding  their   participation  and
          benefits under the Plan,  including the  administration  of all claims
          procedures,

     (d)  filing any returns  and reports  with the  Internal  Revenue  Service,
          Department of Labor, or any other governmental agency,

     (e)  reviewing and approving any financial reports,  investment reviews, or
          other reports  prepared by any party  appointed by the Employer  under
          paragraph (a),

     (f)  establishing  a funding policy and  investment  objectives  consistent
          with  the  purposes  of the Plan and the  Employee  Retirement  Income
          Security Act of 1974, and

     (g)  construing and resolving any question of Plan interpretation. The Plan
          Administrator's    interpretation   of   Plan   provisions   including
          eligibility and benefits under the Plan is final, and unless it can be
          shown to be arbitrary and capricious  will not be subject to "de novo"
          review.

11.2  Trustee  The  Trustee  shall  be  responsible  for the  administration  of
investments held in the Fund. These duties shall include:

     (a)  receiving contributions under the terms of the Plan,

     (b)  making   distributions  from  the  Fund  in  accordance  with  written
          instructions  received  from  an  authorized   representative  of  the
          Employer,

     (c)  keeping accurate records reflecting its administration of the Fund and
          making such  records  available  to the Employer for review and audit.
          Within 90 days  after  each Plan  Year,  and  within 90 days after its
          removal or  resignation,  the Trustee  shall file with the Employer an
          accounting of its  administration of the Fund during such year or from
          the  end of  the  preceding  Plan  Year  to the  date  of  removal  or
          resignation.  Such  accounting  shall  include  a  statement  of  cash
          receipts and  disbursements  since the date of its last accounting and
          shall  contain  an  asset  list  showing  the  fair  market  value  of
          investments held in the Fund as of the end of the Plan Year. The value
          of marketable  investments  shall be determined  using the most recent
          price  quoted on a national  securities  exchange  or over the counter
          market. The value of non-marketable investments shall be determined in
          the sole judgement of the Trustee which determination shall be binding
          and conclusive.  The value of investments in securities or obligations
          of the Employer in which there is no market shall be determined in the
          sole  judgement  of  the  Employer  and  the  Trustee  shall  have  no
          responsibility  with  respect to the  valuation  of such  assets.  The
          Employer shall review the Trustee's
accounting  and notify the Trustee in the event of its  disapproval of
          the  report  within  90 days,  providing  the  Trustee  with a written
          description  of the items in question.  The Trustee shall have 60 days
          to provide the  Employer  with a written  explanation  of the items in
          question.  If the Employer again  disapproves,  the Trustee shall file
          its  accounting  in a court of  competent  jurisdiction  for audit and
          adjudication, and

     (d)  employing such agents, attorneys or other professionals as the Trustee
          may deem necessary or advisable in the performance of its duties.

The Trustee's  duties shall be limited to those  described  above.  The Employer
shall be responsible for any other administrative duties required under the Plan
or by applicable law.

11.3 Administrative Fees And Expenses All reasonable costs, charges and expenses
incurred by the Trustee in connection  with the  administration  of the Fund and
all reasonable costs, charges and expenses incurred by the Plan Administrator in
connection  with the  administration  of the  Plan  (including  fees  for  legal
services  rendered  to the  Trustee  or Plan  Administrator)  may be paid by the
Employer, but if not paid by the Employer when due, shall be paid from the Fund.
Such reasonable  compensation to an institutional  Trustee as may be agreed upon
from time to time  between the  Employer  and the  Trustee  and such  reasonable
compensation to the Plan  Administrator  as may be agreed upon from time to time
between the Employer and Plan Administrator may be paid by the Employer,  but if
not paid by the Employer  when due shall be paid by the Fund.  The Trustee shall
have the right to liquidate trust assets to cover its fees.  Notwithstanding the
foregoing,  no compensation  other than reimbursement for expenses shall be paid
to a Trustee or Plan  Administrator who is the Employer or a full-time  Employee
of the Employer.  In the event any part of the Trust Account  becomes subject to
tax, all taxes incurred will be paid from the Fund unless the Plan Administrator
advises the Trustee not to pay such tax.

11.4     Division Of Duties And Indemnification

     (a)  The Trustee  shall have the  authority  and  discretion  to manage and
          govern the Fund to the extent  provided in this  instrument,  but does
          not  guarantee  the  Fund in any  manner  against  investment  loss or
          depreciation  in asset value, or guarantee the adequacy of the Fund to
          meet and discharge all or any liabilities of the Plan.

     (b)  The Trustee  shall not be liable for the making,  retention or sale of
          any investment or reinvestment made by it, as herein provided,  or for
          any loss to,  or  diminution  of the Fund,  or for any  other  loss or
          damage  which may result from the  discharge  of its duties  hereunder
          except to the extent it is judicially  determined that the Trustee has
          failed to exercise the care,  skill,  prudence and diligence under the
          circumstances  then  prevailing that a prudent person acting in a like
          capacity and familiar with such matters would use in the conduct of an
          enterprise of a like character with like aims.

     (c)  The Employer  warrants that all directions issued to the Trustee by it
          or the Plan  Administrator will be in accordance with the terms of the
          Plan and not contrary to the  provisions  of the  Employee  Retirement
          Income Security Act of 1974 and Regulations issued thereunder.

     (d)  The Trustee shall not be answerable  for any action taken  pursuant to
          any direction, consent, certificate, or other paper or document on the
          belief that the same is genuine and signed by the proper  person.  All
          directions  by the  Employer  or the  Plan  Administrator  shall be in
          writing.  The  Employer  shall  deliver  to the  Trustee  certificates
          evidencing  the  individual  or  individuals  authorized to act as set
          forth in the Adoption  Agreement  or as the Employer may  subsequently
          inform  the  Trustee  in  writing  and shall  deliver  to the  Trustee
          specimens of their  signatures.  (e) The duties and obligations of the
          Trustee  shall be limited to those  expressly  imposed upon it by this
          instrument or subsequently agreed upon by the parties.  Responsibility
          for  administrative  duties  required under the Plan or applicable law
          not  expressly  imposed  upon or agreed to by the  Trustee  shall rest
          solely with the Employer.
(e)  The duties and  obligations  of the Trustee  shall be limited to those
          expressly  imposed upon it by this instrument or  subsequently  agreed
          upon by the parties. Responsibility for administrative duties required
          under the Plan or applicable law not expressly  imposed upon or agreed
          to by the Trustee shall rest solely with the Employer.

     (f)  The Trustee shall be  indemnified  and saved  harmless by the Employer
          from and  against  any and all  liability  to which the Trustee may be
          subjected,  including all expenses reasonably incurred in its defense,
          for any action or failure to act resulting  from  compliance  with the
          instructions of the Employer, the employees or agents of the Employer,
          the Plan  Administrator,  or any other  fiduciary to the Plan, and for
          any   liability   arising  from  the  actions  or  nonactions  of  any
          predecessor trustee, custodian or other fiduciaries of the Plan.

     (g)  The Trustee shall not be responsible in any way for the application of
          any payments it is directed to make or for the adequacy of the Fund to
          meet and discharge any and all liabilities under the Plan.
ARTICLE XII

                               TRUST FUND ACCOUNT

12.1 The Fund The Fund shall consist of all contributions made under Article III
and Article IV of the Plan and the investment thereof and earnings thereon.  All
contributions and the earnings thereon less payments made under the terms of the
Plan,  shall  constitute the Fund. The Fund shall be administered as provided in
this document.

12.2  Control Of Plan  Assets The assets of the Fund or  evidence  of  ownership
shall be held by the Trustee under the terms of the Plan and Trust  Account.  If
the assets represent amounts transferred from another trustee or custodian under
a former plan,  the Trustee named  hereunder  shall not be  responsible  for the
propriety of any investment under the former plan.

12.3 Exclusive  Benefit Rules No part of the Fund shall be used for, or diverted
to,  purposes  other  than for the  exclusive  benefit of  Participants,  former
Participants  with a vested interest,  and the beneficiary or beneficiaries of a
deceased  Participant  having a vested  interest in the Fund at the death of the
Participant.

12.4 Assignment And Alienation Of Benefits No right or claim to, or interest in,
any part of the  Fund,  or any  payment  from  the  Fund,  shall be  assignable,
transferable, or subject to sale, mortgage, pledge, hypothecation,  commutation,
anticipation,  garnishment,  attachment,  execution,  or levy of any  kind.  The
Trustee  shall not recognize any attempt to assign,  transfer,  sell,  mortgage,
pledge,  hypothecate,  commute,  or  anticipate  the same,  except to the extent
required  by law.  The  preceding  sentences  shall also apply to the  creation,
assignment,  or recognition of a right to any benefit  payable with respect to a
Participant  pursuant  to a  domestic  relations  order,  unless  such  order is
determined  to be a  Qualified  Domestic  Relations  Order,  as  defined in Code
Section 414(p),  or any domestic  relations order entered before January 1, 1985
which the Plan attorney and Plan Administrator deem to be qualified.

12.5  Determination  Of  Qualified  Domestic  Relations  Order (QDRO) A domestic
relations  order shall  specifically  state all of the  following in order to be
deemed a Qualified Domestic Relations Order ("QDRO"):

     (a)  The name and last known  mailing  address (if any) of the  Participant
          and of each alternate payee covered by the domestic  relations  order.
          However,  if the domestic relations order does not specify the current
          mailing address of the alternate payee, but the Plan Administrator has
          independent  knowledge of that address,  the domestic  relations order
          may still be a valid QDROs.

     (b)  The dollar  amount or percentage  of the  Participant's  benefit to be
          paid by the Plan to each alternate  payee,  or the manner in which the
          amount or percentage will be determined.

     (c)  The  number of  payments  or period for which the  domestic  relations
          order applies.

     (d)  The  specific  plan (by name) to which the  domestic  relations  order
          applies.

A domestic relations order shall not be deemed a QDRO if it requires the Plan to
provide:

     (e)  any type or form of benefit, or any option not already provided for in
          the Plan;

     (f)  increased benefits,  or benefits in excess of the Participant's vested
          rights;
(g)  payment of a benefit  earlier  than  allowed  by the  Plan's  earliest
          retirement  provisions or in the case of a profit-sharing  plan, prior
          to the allowability of in-service withdrawals, or

     (h)  payment of benefits  to an  alternate  payee which are  required to be
          paid to another alternate payee under another QDRO.

Promptly,  upon receipt of a domestic relations order ("Order") which may or may
not be "Qualified",  the Plan Administrator shall notify the Participant and any
alternate  payee(s)  named in the Order of such  receipt,  and include a copy of
this paragraph 12.5. The Plan Administrator  shall then forward the Order to the
Plan's  legal  counsel  for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section  414(p).  Within a reasonable  time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a  determination  as to its  "Qualified"  status  and  the  Participant  and any
alternate payee(s) shall be promptly notified in writing of the determination.

If the "Qualified" status of the Order is in question,  there will be a delay in
any payout to any payee including the Participant, until the status is resolved.
In such event, the Plan Administrator shall segregate the amount that would have
been payable to the  alternate  payee(s) if the Order had been deemed a QDRO. If
the Order is not Qualified,  or the status is not resolved (for example,  it has
been sent back to the Court for clarification or modification)  within 18 months
beginning with the date the first payment would have to be made under the Order,
the Plan  Administrator  shall pay the  segregated  amounts plus interest to the
person(s)  who would have been entitled to the benefits had there been no Order.
If a  determination  as to the  Qualified  status of the Order is made after the
18-month  period  described  above,  then the Order  shall  only be applied on a
prospective  basis. If the Order is determined to be a QDRO, the Participant and
alternate  payee(s) shall again be notified  promptly after such  determination.
Once an  Order  is  deemed  a QDRO,  the  Plan  Administrator  shall  pay to the
alternate  payee(s)  all the  amounts due under the QDRO,  including  segregated
amounts plus interest  which may have accrued during a dispute as to the Order's
qualification.

Unless specified  otherwise in the Adoption  Agreement,  the earliest retirement
age with regard to the  Participant  against whom the order is entered  shall be
the date the order is determined  to be qualified.  This will only allow payouts
to alternate payee(s) and not the Participant.
ARTICLE XIII

                                   INVESTMENTS

13.1  Fiduciary  Standards The Trustee  shall invest and reinvest  principal and
income in the same Fund in accordance with the investment objectives established
by the Employer, provided that:

     (a)  such  investments  are prudent  under the Employee  Retirement  Income
          Security Act of 1974 and the regulations promulgated thereunder,

     (b)  such investments are sufficiently  diversified or otherwise insured or
          guaranteed to minimize the risk of large losses, and

     (c)  such  investments  are similar to those which  would be  purchased  by
          another  professional  money  manager  for a like  plan  with  similar
          investment objectives.

13.2 Trustee  Appointment  Shall be appointed by the Employer in accordance with
paragraph 1.85.

13.3  Investment  Alternatives  Of The Trustee The Trustee  shall  implement  an
investment  program  based  on the  Employer's  investment  objectives  and  the
Employee  Retirement Income Security Act of 1974. In addition to powers given by
law, the Trustee may:

     (a)  invest  the  Fund  in any  form  of  property,  including  common  and
          preferred stocks,  exchange traded put and call options,  bonds, money
          market  instruments,  mutual  funds  (including  funds  for  which the
          Trustee  or its  affiliates  serve  as  investment  advisor),  savings
          accounts,  certificates of deposit, Treasury bills, insurance policies
          and contracts,  or in any other property,  real or personal,  having a
          ready market. The Trustee may invest in time deposits  (including,  if
          applicable,  its own or those of  affiliates)  which bear a reasonable
          interest rate. No portion of any Qualified Voluntary Contribution,  or
          the earnings thereon,  may be invested in life insurance contracts or,
          as with any  Participant-directed  investment,  in  tangible  personal
          property  characterized  by the IRS as a collectible,  other than U.S.
          Government or State issued gold and silver coins,

     (b)  transfer  any  assets  of the  Fund to a  group  or  collective  trust
          established  to permit the  pooling of funds of  separate  pension and
          profit-sharing trusts, provided the Internal Revenue Service has ruled
          such group or  collective  trust to be  qualified  under Code  Section
          401(a) and exempt  under Code Section  501(a) or to any other  common,
          collective,  or commingled  trust fund. Such  commingling of assets of
          the  Fund  with  assets  of other  qualified  trusts  is  specifically
          authorized,  and to the extent of the investment of the Fund in such a
          group or collective  trust,  the terms of the instrument  establishing
          the group or  collective  trust  shall be a part  hereof as though set
          forth herein,

     (c)  invest up to 100% of the Fund in the common stock,  debt  obligations,
          or any other security issued by the Employer or by an affiliate of the
          Employer within the limitations  provided under Sections 406, 407, and
          408 of the Employee Retirement Income Security Act of 1974 and further
          provided  that  such  investment  does  not  constitute  a  prohibited
          transaction  under Code Section 4975. Any such  investment in Employer
          securities  shall only be made upon written  direction of the Employer
          who shall be solely responsible for propriety of such investment,

     (d)  hold cash  uninvested  and  deposit  same with any  banking or savings
          institution,
(e)  join in or oppose the reorganization, recapitalization, consolidation,
          sale or merger of corporations or properties, including those in which
          it is interested as Trustee, upon such terms as it deems wise,

     (f)  hold investments in nominee or bearer form,

     (g)  vote  proxies  and,  if  appropriate,  pass them on to any  investment
          manager  which may have  directed the  investment in the equity giving
          rise to the proxy,

     (h)  exercise all ownership rights with respect to assets held in the Fund.

13.4 Participant Loans If permitted by the Employer in the Adoption Agreement, a
Plan Participant may make application to the Employer requesting a loan from the
Fund.  The  Employer  shall  have the sole  right to  approve  or  disapprove  a
Participant's  application  provided  that loans shall be made  available to all
Participants on a reasonably equivalent basis. Loans shall not be made available
to Highly Compensated Employees [as defined in Code Section 414(q)] in an amount
greater  than the amount made  available  to other  Employees.  Any loan granted
under the Plan shall be made subject to the following rules:

     (a)  No loan, when aggregated  with any  outstanding  Participant  loan(s),
          shall exceed the lesser of (i) $50,000 reduced by the excess,  if any,
          of the highest outstanding balance of loans during the one year period
          ending  on the day  before  the  loan is made,  over  the  outstanding
          balance  of  loans  from the Plan on the date the loan is made or (ii)
          one-half of the fair market value of a  Participant's  Vested  Account
          Balance built up from Employer Contributions, Voluntary Contributions,
          and  Rollover  Contributions.  If  the  Participant's  Vested  Account
          Balance  is  $20,000 or less,  the  maximum  loan shall not exceed the
          lesser of $10,000 or 100% of the Participant's Vested Account Balance.
          For the purpose of the above  limitation,  all loans from all plans of
          the  Employer and other  members of a group of employers  described in
          Code Sections 414(b), 414(c), and 414(m) are aggregated. An assignment
          or pledge of any portion of the Participant's interest in the Plan and
          a loan,  pledge, or assignment with respect to any insurance  contract
          purchased  under  the  Plan,  will be  treated  as a loan  under  this
          paragraph.

     (b)  All  applications  must be made on forms  provided by the Employer and
          must be signed by the Participant.

     (c)  Any loan  shall  bear  interest  at a rate  reasonable  at the time of
          application,  considering  the  purpose of the loan and the rate being
          charged  by  representative  commercial  banks in the local area for a
          similar  loan unless the  Employer  sets forth a different  method for
          determining  loan  interest  rates  in its loan  procedures.  The loan
          agreement  shall  also  provide  that the  payment  of  principal  and
          interest be  amortized  in level  payments  not less  frequently  than
          quarterly.

     (d)  The term of such loan shall not exceed  five years  except in the case
          of  a  loan  for  the  purpose  of  acquiring  any  house,  apartment,
          condominium,  or mobile home (not used on a transient  basis) which is
          used or is to be  used  within  a  reasonable  time  as the  principal
          residence  of  the  Participant.  The  term  of  such  loan  shall  be
          determined by the Employer  considering  the maturity  dates quoted by
          representative commercial banks in the local area for a similar loan.
(e)  The principal  and interest  paid by a Participant  on his or her loan
          shall be credited to the Fund in the same manner as for any other Plan
          investment. If elected in the Adoption Agreement, loans may be treated
          as  segregated  investments  of  the  individual  Participants.   This
          provision  is  not   available   if  its   election   will  result  in
          discrimination in operation of the Plan.

     (f)  If a Participant's loan application is approved by the Employer,  such
          Participant  shall be required  to sign a note,  loan  agreement,  and
          assignment  of  one-half  of his  or  her  interest  in  the  Fund  as
          collateral  for the  loan.  The  Participant,  except in the case of a
          profit-sharing  plan satisfying the requirements of paragraph 8.7 must
          obtain the  consent of his or her  Spouse,  if any,  within the 90 day
          period before the time his or her account  balance is used as security
          for the loan. A new consent is required if the account balance is used
          for any  renegotiation,  extension,  renewal or other  revision of the
          loan, including an increase in the amount thereof. The consent must be
          written,  must  acknowledge  the  effect  of the  loan,  and  must  be
          witnessed  by a plan  representative  or notary  public.  Such consent
          shall subsequently be binding with respect to the consenting Spouse or
          any subsequent Spouse.

     (g)  If a valid Spousal  consent has been obtained,  then,  notwithstanding
          any other  provision  of this Plan,  the portion of the  Participant's
          Vested Account Balance used as a security interest held by the Plan by
          reason of a loan  outstanding to the  Participant  shall be taken into
          account for purposes of determining  the amount of the account balance
          payable  at the  time  of  death  or  distribution,  but  only  if the
          reduction is used as  repayment of the loan.  If less than 100% of the
          Participant's vested account balance (determined without regard to the
          preceding  sentence)  is payable  to the  Surviving  Spouse,  then the
          account balance shall be adjusted by first reducing the Vested Account
          Balance by the amount of the  security  used as repayment of the loan,
          and then determining the benefit payable to the Surviving Spouse.

     (h)  The  Employer  may  also  require  additional  collateral  in order to
          adequately secure the loan.

     (i)  A Participant's  loan shall immediately become due and payable if such
          Participant  terminates  employment  for any reason or fails to make a
          principal  and/or interest  payment as provided in the loan agreement.
          If  such  Participant  terminates   employment,   the  Employer  shall
          immediately  request payment of principal and interest on the loan. If
          the Participant  refuses payment following  termination,  the Employer
          shall reduce the Participant's Vested Account Balance by the remaining
          principal and interest on his or her loan. If the Participant's Vested
          Account  Balance is less than the amount due, the Employer  shall take
          whatever  steps are necessary to collect the balance due directly from
          the Participant.  However, no foreclosure on the Participant's note or
          attachment  of the  Participant's  account  balance will occur until a
          distributable event occurs in the Plan.

13.5 Insurance Policies If permitted by the Employer in the Adoption  Agreement,
Employees may elect the purchase of life  insurance  policies under the Plan. If
elected, the maximum annual premium for a whole life policy shall not exceed 50%
of  the  aggregate  Employer  contributions   allocated  to  the  account  of  a
Participant.  For profit-sharing plans the 50% test need only be applied against
Employer contributions  allocated in the last two years. Whole life policies are
policies with both nondecreasing death benefits and nonincreasing  premiums. The
maximum  annual  premium for term  contracts or universal  life policies and all
other  policies  which are not whole  life  shall not  exceed  25% of  aggregate
Employer contributions  allocated to the account of a Participant.  The two year
rule for profit-sharing  plans again applies.  The maximum annual premiums for a
Participant  with  both a whole  life  and a term  contract  or  universal  life
policies  shall be limited to one-half of the whole life
premium,  plus the term  premium,  but shall  not  exceed  25% of the  aggregate
Employer contributions allocated to the account of a Participant, subject to the
two year rule for  profit-sharing  plans. Any policies purchased under this Plan
shall be held subject to the following rules:

     (a)  The Trustee shall be applicant and owner of any policies issued.

     (b)  All   policies   or   contracts   purchased,   shall  be  endorsed  as
          nontransferable, and must provide that proceeds will be payable to the
          Trustee;  however,  the  Trustee  shall  be  required  to pay over all
          proceeds of the contracts to the Participant's  Designated Beneficiary
          in accordance with the distribution  provisions of this Plan. Under no
          circumstances shall the Trust retain any part of the proceeds.

     (c)  Each  Participant  shall be entitled to designate a beneficiary  under
          the terms of any contract  issued;  however,  such designation will be
          given  to the  Trustee  which  must be the  named  beneficiary  on any
          policy.  Such designation shall remain in force,  until revoked by the
          Participant,  by filing a new  beneficiary  designation  form with the
          Trustee. A Participant's Spouse will be the Designated  Beneficiary of
          the proceeds in all circumstances unless a Qualified Election has been
          made in accordance  with paragraph 8.4. The  beneficiary of a deceased
          Participant   shall  receive  in  addition  to  the  proceeds  of  the
          Participant's  policy  or  policies,   the  amount  credited  to  such
          Participant's investment account.

     (d)  A Participant  who is uninsurable  or insurable at substandard  rates,
          may elect to receive a reduced amount of insurance,  if available,  or
          may waive the purchase of any insurance.

     (e)  All dividends or other returns received on any policy purchased, shall
          be applied to reduce the next  premium  due on such  policy,  or if no
          further  premium is due,  such amount shall be credited to the Fund as
          part of the account of the Participant for whom the policy is held.

     (f)  If Employer  contributions  are  inadequate to pay all premiums on all
          insurance  policies,  the Trustee may, at the option of the  Employer,
          utilize other amounts remaining in each  Participant's  account to pay
          the premiums on his or her  respective  policy or policies,  allow the
          policies to lapse, reduce the policies to a level at which they may be
          maintained,  or borrow  against  the  policies  on a  prorated  basis,
          provided  that the  borrowing  does not  discriminate  in favor of the
          policies  on  the  lives  of   officers,   shareholders,   and  Highly
          Compensated Employees.

     (g)  On retirement or  termination  of  employment  of a  Participant,  the
          Employer shall direct the Trustee to cash surrender the  Participant's
          policy and credit the proceeds to his or her account for  distribution
          under the terms of the Plan.  However,  before so doing,  the  Trustee
          shall  first  offer  to  transfer  ownership  of  the  policy  to  the
          Participant  in exchange  for payment by the  Participant  of the cash
          value of the policy at the time of  transfer.  Such  payment  shall be
          credited to the Participant's account for distribution under the terms
          of the Plan. All distributions  resulting from the application of this
          paragraph shall be subject to the Joint and Survivor  Annuity Rules of
          Article VIII, if applicable.

     (h)  The Employer shall be solely  responsible to see that these  insurance
          provisions are administered properly and that if there is any conflict
          between the provisions of this Plan and any insurance contracts issued
          that the terms of this Plan will control.
13.6 Employer  Investment  Direction If approved by the Employer in the Adoption
Agreement,  the Employer shall have the right to direct the Trustee with respect
to investments of the Fund, may appoint an investment manager  (registered as an
investment  advisor  under  the  Investment  Advisors  Act of  1940)  to  direct
investments,  or may give the Trustee sole investment management responsibility.
The Employer may purchase and sell interests in a registered  investment company
(i.e.,  mutual  funds)  for  which  the  Sponsor,  its  parent,  affiliates,  or
successors,  may serve as investment  advisor and receive  compensation from the
registered  investment  company for its  services  as  investment  advisor.  The
Employer  shall  advise the  Trustee  in  writing  regarding  the  retention  of
investment powers, the appointment of an investment  manager,  or the delegation
of investment powers to the Trustee.  Any investment  directive shall be made in
writing  by the  Employer  or  investment  manager,  as the case may be.  In the
absence of such written directive,  the Trustee shall  automatically  invest the
available  cash in its  discretion in an appropriate  interim  investment  until
specific  investment  directions are received.  Such instructions  regarding the
delegation of investment  responsibility  shall remain in force until revoked or
amended in writing.  The Trustee shall not be  responsible  for the propriety of
any directed investment made and shall not be required to consult with or advise
the Employer  regarding the investment  quality of any directed  investment held
hereunder. If the Employer fails to designate an investment manager, the Trustee
shall have full investment authority.  If the Employer does not issue investment
directions,  the  Trustee  shall have  authority  to invest the Fund in its sole
discretion.  While the  Employer  may direct the  Trustee  with  respect to Plan
investments, the Employer may not:

     (a)  borrow  from  the  Fund or  pledge  any of the  assets  of the Fund as
          security for a loan,

     (b)  buy property or assets from or sell property or assets to the Fund,

     (c)  charge any fee for services rendered to the Fund, or

     (d)  receive any services from the Fund on a preferential basis.

13.7 Employee  Investment  Direction If approved by the Employer in the Adoption
Agreement,  Participants  shall be given the option to direct the  investment of
their  personal  contributions  and their share of the  Employer's  contribution
among  alternative  investment  funds  established  as part of the overall Fund,
unless  otherwise  specified  by the Employer in the  Adoption  Agreement.  Such
investment funds shall be under the full control of the Trustee.  If investments
outside the  Trustee's  control are  allowed,  Participants  may not direct that
investments be made in collectibles,  other than U.S. Government or State issued
gold and silver coins. In this connection,  a Participant's  right to direct the
investment  of any  contribution  shall apply only to  selection  of the desired
fund. The following rules shall apply to the administration of such funds.

     (a)  At the time an Employee becomes eligible for the Plan, he or she shall
          complete an investment  designation form stating the percentage of his
          or her contributions to be invested in the available funds.

     (b)  A  Participant  may change his or her election  with respect to future
          contributions  by filing a new  investment  designation  form with the
          Employer in accordance  with the  procedures  established  by the Plan
          Administrator.

     (c)  A Participant  may elect to transfer all or part of his or her balance
          from  one   investment   fund  to  another  by  filing  an  investment
          designation  form with the Employer in accordance  with the procedures
          established by the Plan Administrator.

     (d)  The  Employer  shall be  responsible  when  transmitting  Employee and
          Employer  contributions  to show the dollar  amount to be  credited to
          each investment fund for each Employee.

     (e)  Except as otherwise provided in the Plan, neither the Trustee, nor the
          Employer,  nor any  fiduciary  of the  Plan  shall  be  liable  to the
          Participant or any of his or her  beneficiaries for any loss resulting
          from action taken at the direction of the Participant.
ARTICLE XIV

                              TOP-HEAVY PROVISIONS

14.1 Applicability Of Rules If the Plan is or becomes Top-Heavy in any Plan Year
beginning after December 31, 1983, the provisions of this Article will supersede
any conflicting provisions in the Plan or Adoption Agreement.

14.2 Minimum Contribution  Notwithstanding any other provision in the Employer's
Plan, for any Plan Year in which the Plan is Top-Heavy or Super  Top-Heavy,  the
aggregate  Employer  contributions  and  forfeitures  allocated on behalf of any
Participant (without regard to any Social Security contribution) under this Plan
and any other Defined  Contribution  Plan of the Employer shall be the lesser of
3% of such  Participant's  Compensation  or the largest  percentage  of Employer
contributions  and  forfeitures,  as a  percentage  of the  first  $200,000,  as
adjusted  under  Code  Section  415(d),  of  the  Key  Employee's  Compensation,
allocated on behalf of any Key Employee for that year.

Each  Participant  who is employed  by the  Employer on the last day of the Plan
Year shall be  entitled  to  receive an  allocation  of the  Employer's  minimum
contribution  for such Plan Year.  The minimum  allocation  applies  even though
under other Plan provisions the  Participant  would not otherwise be entitled to
receive an allocation,  or would have received a lesser  allocation for the year
because the Participant  fails to make Voluntary  Contributions to the Plan, the
Participant's  Compensation  is less than a stated  amount,  or the  Participant
fails to complete  1,000 Hours of Service (or such lesser  number  designated by
the  Employer  in the  Adoption  Agreement)  during  the  Plan  Year.  A  Paired
profit-sharing  plan  designated to provide the minimum  Top-Heavy  contribution
must do so  regardless  of profits.  An Employer may make the minimum  Top-Heavy
contribution available to all Participants or just non-Key Employees. Unless the
Employer specifies  otherwise in the Adoption  Agreement,  the minimum Top-Heavy
contribution will be allocated to the accounts of all eligible Participants even
if they are Key Employees.

For  purposes of  computing  the  minimum  allocation,  Compensation  shall mean
Compensation as defined in paragraph 1.12(c) of the Plan.

The Top-Heavy  minimum  contribution  does not apply to any  Participant  to the
extent the  Participant  is covered  under any other plan(s) of the Employer and
the Employer has provided in the Adoption  Agreement that the minimum allocation
or benefit  requirements  applicable to Top-Heavy Plans will be met in the other
plan(s).

If a Key Employee  makes an Elective  Deferral or has an  allocation of Matching
contributions  made to his or her account,  a Top-Heavy minimum will be required
for all  non-Key  Employees  who are  Participants.  However,  neither  Elective
Deferrals by nor Matching  Contributions to non-Key  Employees may be taken into
account  for  purposes  of  satisfying   the  Top-Heavy   minimum   contribution
requirement.

14.3  Minimum  Vesting  For any Plan Year in which this Plan is  Top-Heavy,  the
minimum vesting  schedule  elected by, or deemed elected by, the Employer in the
Adoption Agreement will automatically apply to the Plan. If the vesting schedule
selected by the  Employer in the  Adoption  Agreement  is less  liberal than the
allowable schedule, the schedule will be automatically  modified. If the vesting
schedule under the Plan shifts in or out of the Top-Heavy  schedule for any Plan
Year,  such shift is an  amendment  to the vesting  schedule and the election in
paragraph 9.8 of the Plan applies.  The minimum vesting  schedule applies to all
accrued  benefits  within the meaning of Code  Section  411(a)(7)  except  those
attributable to Employee  contributions,  including  benefits accrued before the
effective  date of Code Section 416 and benefits  accrued before the Plan became
Top-Heavy.  Further,  no reduction in vested benefits may occur in the event the
Plan's status as Top-Heavy  changes for any Plan Year.  However,  this paragraph
does not apply to the account balances of any Employee who does not have an Hour
of  Service  after the Plan  initially  becomes  Top-Heavy  and such  Employee's
account balance  attributable to Employer  contributions and forfeitures will be
determined without regard to this paragraph.
ARTICLE XV

                            AMENDMENT AND TERMINATION

15.1  Amendment By Sponsor The Sponsor of this Regional  Prototype may amend any
or all  provisions of this Plan and Trust Account at any time without  obtaining
the  approval or consent of any  Employer  which has adopted this Plan and Trust
Account  provided  that no amendment  shall  authorize or permit any part of the
corpus or income of the Fund to be used for or diverted  to purposes  other than
for the exclusive benefit of Participants and their beneficiaries,  or eliminate
an optional form of  distribution.  In the case of a  mass-submitted  plan,  the
mass-submitter shall amend the Plan on behalf of the Sponsor.

15.2  Amendment  By Employer  The  Employer may amend any option in the Adoption
Agreement, and may include language as permitted in the Adoption Agreement,

     (a)  to satisfy Code Section 415,

     (b)  to avoid duplication of minimums under Code Section 416

because of the required aggregation of multiple plans,

The Employer may add certain model amendments  published by the Internal Revenue
Service which  specifically  provide that their adoption will not cause the Plan
to be treated as individually designed.

An Employer that has adopted a  Standardized  Regional  Prototype Plan (Adoption
Agreements  001, 002, 003,  007, or 008) may amend the trust  document  provided
such  amendment  merely  involves the  specifications  of the names of the Plan,
Employer,  Trustee, Plan Administrator and other fiduciaries,  the Trust year or
the name of any pooled Trust in which the Plan's Trust will participate.

An Employer that has adopted a Nonstandardized Regional Prototype Plan (Adoption
Agreement  004,  005 or 006)  will  not be  considered  to have an  individually
designed plan merely because the Employer  amends  administrative  provisions of
the Trust  document (such as provisions  relating to  investments  and duties of
Trustees) so long as the amended  provisions  are not in conflict with any other
provision  of the Plan and do not cause the plan to fail to  qualify  under Code
Section 401(a).

If the Employer  amends the Plan and Trust Account other than as provided above,
the Employer's Plan shall no longer  participate in this Prototype Plan and will
be considered an individually designed plan for which the Employer must obtain a
separate determination letter.

15.3 Termination Employers shall have the right to terminate their Plans upon 60
days  notice in writing to the  Trustee.  If the Plan is  terminated,  partially
terminated,  or if there is a complete  discontinuance of contributions  under a
profit-sharing  plan  maintained  by the Employer,  all amounts  credited to the
accounts of Participants shall vest and become  nonforfeitable.  In the event of
termination,  the  Employer  shall  direct  the  Trustee  with  respect  to  the
distribution  of accounts to or for the  exclusive  benefit of  Participants  or
their beneficiaries.  In the event of a partial termination,  only those who are
affected by such  partial  termination  shall be fully  vested.  In the event of
termination,  the  Trustee  shall  dispose  of the Fund in  accordance  with the
written  directions of the Plan  Administrator,  provided that no liquidation of
assets and payment of benefits, (or provision therefore), shall actually be made
by the  Trustee  until  after  it is  established  by the  Employer  in a manner
satisfactory to the Trustee,  that the applicable  requirements,  if any, of the
Employee  Retirement  Income Security Act of 1974 and the Internal  Revenue Code
governing the  termination of employee  benefit  plans,  have been or are being,
complied  with, or that  appropriate  authorizations,  waivers,  exemptions,  or
variances have been, or are being obtained.
15.4  Qualification Of Employer's Plan If the adopting  Employer fails to attain
or retain Internal Revenue Service qualification,  such Employer's Plan shall no
longer  participate  in this Regional  Prototype  Plan and will be considered an
individually designed plan.

15.5     Mergers And Consolidations

     (a)  In the case of any  merger or  consolidation  of the  Employer's  Plan
          with, or transfer of assets or liabilities of the Employer's  Plan to,
          any other plan,  Participants in the Employer's Plan shall be entitled
          to receive benefits  immediately after the merger,  consolidation,  or
          transfer  which are equal to or greater than the  benefits  they would
          have  been  entitled  to  receive   immediately   before  the  merger,
          consolidation, or transfer if the Plan had then terminated.

     (b)  In the event that the Trustee is an institution, that corporation into
          which the Trustee or any successor trustee may be merged or with which
          it may be consolidated,  or any corporation  resulting from any merger
          or consolidation to which the Trustee or any successor  trustee may be
          a party,  or any  corporation  to which all or  substantially  all the
          trust  business  of  the  Trustee  or  any  successor  trustee  may be
          transferred, shall be the successor of such Trustee without the filing
          of any instrument or performance of any further act, before any court.

15.6  Resignation  And Removal  The Trustee may resign by written  notice to the
Employer  or may be removed by written  notice  from the  Employer.  Either such
notification  shall be  effective  60 days  after  delivery.  The  Employer  may
discontinue its participation in this Prototype Plan and Trust Account effective
upon 60 days written  notice to the Sponsor.  In such event the Employer  shall,
prior to the effective  date thereof,  amend the Plan to eliminate any reference
to this  Prototype  Plan and Trust  Account and  appoint a successor  trustee or
arrange for another  funding  agent.  The Trustee  shall deliver the Fund to its
successor  on the  effective  date of the  resignation  or  removal,  or as soon
thereafter  as  practicable,  provided  that  this  shall not waive any lien the
Trustee,  if an  institution,  may have  upon the Fund for its  compensation  or
expenses.  If the Employer fails to appoint a successor trustee with the said 60
days, or such longer period as the Trustee may specify in writing,  the Employer
shall be deemed the  successor  trustee.  The Employer  must then obtain its own
determination letter.

15.7 Qualification Of Prototype The Sponsor intends that this Regional Prototype
Plan will meet the requirements of the Code as a qualified Prototype  Retirement
Plan and Trust  Account.  Should the  Commissioner  of  Internal  Revenue or any
delegate  of the  Commissioner  at any time  determine  that the Plan and  Trust
Account fails to meet the  requirements  of the Code, the Sponsor will amend the
Plan and Trust Account to maintain its qualified status.
ARTICLE XVI

                                  GOVERNING LAW

Construction,  validity and administration of the Regional Prototype  Retirement
Plan and Trust,  and any  Employer  Plan and Trust as embodied  in the  Regional
Prototype  document and accompanying  Adoption  Agreement,  shall be governed by
Federal law to the extent  applicable  and to the extent not  applicable  by the
laws of the  State/Commonwealth in which the principal office of the Employer is
located.
PART I - SECTION 401(a)(17) LIMITATION
                     [MAY BE ADOPTED BY DEFINED CONTRIBUTION
                           AND DEFINED BENEFIT PLANS]

In  addition  to  other  applicable  limitations  set  forth  in the  Plan,  and
notwithstanding any other provision of the Plan to the contrary,  for Plan Years
beginning on or after January 1, 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 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.
MODEL AMENDMENT
                             Revenue Procedure 93-47

(This  model  amendment  allows   Participants   receiving   distribution   from
safe-harbored profit sharing plans to waive the 30-day period required under the
Unemployment  Compensation  Act of 1992.  Non-safe  harbored  plans  must  still
provide  notice  not less  than 30 days and not more  than 90 days  prior to the
distribution.)

If a  distribution  is one to which Section  401(a)(11)  and 417 of the Internal
Revenue Code do not apply,  such  distribution  may  commence  less than 30 days
after the  notice  required  under  Section  1.411(a)-11(c)  of the  Income  Tax
Regulations is given, provided that:

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

     (2)  the Participant,  after receiving the notice,  affirmatively  elects a
          distribution.
Regional Prototype
                                                             Cash or Deferred
                                                             Profit-Sharing Plan
                                                             #006

                                 NONSTANDARDIZED
                               ADOPTION AGREEMENT
                                    REGIONAL
                    PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
                                 PLAN AND TRUST

                                  Sponsored by

                           BOETGER & ASSOCIATES, INC.

The Employer  named below hereby  establishes a Cash or Deferred  Profit-Sharing
Plan for  eligible  Employees  as provided in this  Adoption  Agreement  and the
accompanying Regional Prototype Plan and Trust Basic Plan Document #R1.

1.   EMPLOYER INFORMATION

     NOTE:If multiple  Employers  are adopting the Plan,  complete  this section
          based on the lead Employer.  Additional  Employers may adopt this Plan
          by attaching  executed  signature  pages to the back of the Employer's
          Adoption Agreement.

     (a)  NAME AND ADDRESS:

          Northwest Savings Bank
          Liberty Street @ Second Avenue
          P.O. Box 128
          Warren, PA  16365-0128

     (b)  TELEPHONE NUMBER: (814)726-2140

     (c)  TAX ID NUMBER: 25-0368460

     (d)  FORM OF BUSINESS:

          [    ] (i) Sole Proprietor

          [    ] (ii) Partnership

          [ X  ] (iii) Corporation

          [    ] (iv) "S" Corporation (formerly known as Subchapter S)

          [    ] (v) Other:
(e)  NAME(S)  OF  INDIVIDUAL(S)  AUTHORIZED  TO ISSUE  INSTRUCTIONS  TO THE
          TRUSTEE/CUSTODIAN:

                  Robert Norton  John Hanna  William Wagner

     (f)  NAME OF PLAN: Northwest Retirement Savings Plan

     (g)  THREE DIGIT PLAN NUMBER FOR ANNUAL RETURN/REPORT: 002

2.   EFFECTIVE DATE

     (a)  This is a new Plan having an effective date of .

     (b)  This is an amended Plan.

          The effective date of the original Plan was July 1, 1991 .
                                                      ------------

          The effective date of the amended Plan is July 1, 1996 .
                                                    ------------

     (c)  If different from above,  the Effective  Date for the Plan's  Elective
          Deferral provisions shall be .

3.   DEFINITIONS

     (a)  "Collective or Commingled Funds"

          [  ] (i) Not Applicable - Non-Institutional Trustee.

          [  ] (ii) Investment in collective or commingled funds as permitted at
               paragraph  13.3(b) of the Basic Plan  Document  #R1 shall only be
               made to the following specifically named fund(s): .

               Funds  made  available  after  the  execution  of  this  Adoption
               Agreement will be listed on schedules attached to the end of this
               Adoption Agreement.
(b)  "Compensation" [paragraph 1.12]

          (i)  Compensation   Measurement   Period  -   Compensation   shall  be
               determined on the basis of the:

               [ ]  (1) Plan Year.

               [ ]  (2) Employer's Taxable Year.

               [X]  (3) Calendar Year.

               Compensation  shall be  determined  on the basis of the following
               safe-harbor  definition of Compensation in IRS Regulation Section
               1.414(s)-1(c):

               [ ]   (4) Code Section 6041 and 6051 Compensation,

               [X]   (5) Code Section 3401(a) Compensation, or

               [ ]   (6) Code Section 415 Compensation.

     (ii) Application of Salary Savings Agreements:

          Compensation  shall exclude Employer  contributions made pursuant to a
          Salary Savings Agreement under:

               [ ]   (1) Not applicable, no such agreement exists.

               [X]  (2) Not applicable,  no Employer contributions made pursuant
                    to a Salary Savings Agreement shall be excluded.

               [ ]  (3) A  Cash  or  Deferred  Profit-Sharing  Plan  under  Code
                    Section  401(k) or  Simplified  Employee  Pension under Code
                    Section 402(h)(1)(B).

               [X]  (4) A flexible benefit plan under Code Section 125.

               [ ]  (5) A tax deferred annuity under Code Section 403(b).
(iii)    Exclusions From Compensation:

                           (1)      overtime.

                           (2)      bonuses.

                           (3)      commissions.

                           (4)
                                    ------------------------------

           Type of Contribution(s)                                  Exclusion(s)
           -----------------------                                  ------------

           Elective Deferrals [Section 7(b)]                        (1) (2) (3)
                                                                    -----------

           Matching Contributions [Section 7(c)]                    (1) (2) (3)
                                                                    -----------

           Qualified Non-Elective Contributions [Section 7(d)]
           and Non-Elective Contributions [Section 7(e)]            (1) (2) (3)
                                                                    -----------

          (iv) Maximum Compensation

               For purposes of the Plan, Compensation shall be limited to $N/A ,
               the maximum  amount which will be considered  for Plan  purposes.
               [If  an  amount  is  specified,  it  will  limit  the  amount  of
               contributions allowed on behalf of higher compensated  Employees.
               Completion of this section is not intended to coordinate with the
               $200,000 limit of Code Section 415(d),  thus the amount should be
               less  than the  $200,000  limit as  adjusted  for  cost-of-living
               increases.]

     (c)  "Entry Date" [paragraph 1.30]

          (i)  The first day of the Plan Year during which an Employee meets the
               eligibility requirements.

          (ii) The  first  day of the  Plan  Year  nearest  the date on which an
               Employee meets the eligibility requirements.

          (iii)The  earlier  of the  first day of the Plan Year or the first day
               of the  seventh  month  of  the  Plan  Year  coinciding  with  or
               following  the date on which an  Employee  meets the  eligibility
               requirements.
(iv) The first day of the Plan  Year  following  the date on which the
               Employee meets the eligibility requirements.  If this election is
               made, the Service requirement at 4(a)(ii) may not exceed 1/2 year
               and the age requirement at 4(b)(ii) may not exceed 20 1/2.

          (v)  The first day of the month  coinciding with or following the date
               on which an Employee meets the eligibility requirements.

          (vi) The first day of the Plan  Year,  or the first day of the  fourth
               month,  or the first day of the seventh month or the first day of
               the tenth month,  of the Plan Year  coinciding  with or following
               the date on which an Employee meets the eligibility requirements.

               Indicate Entry Date(s) to be used by specifying  option from list
               above:

                  Type of Contribution(s)                          Entry Date(s)

                  For Discretionary Profit-Sharing Contributions
                  under 7(e), (f) and (g)                              (vi)
                                                                   --------

         For all other contributions (Option (i) not
         available for these contributions)                            (vi)
                                                                   --------

     (d)  "Hour of Service" [paragraph 1.41]

          Shall be determined on the basis of the method  selected  below.  Only
          one method may be selected.  The method  selected  shall be applied to
          all Employees covered under the Plan as follows:

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

          [ ]  (ii) On the basis of days worked.  An Employee  shall be credited
               with ten (10)  Hours of Service  if under  paragraph  1.41 of the
               Basic Plan Document #R1 such  Employee  would be credited with at
               least one (1) Hour of Service during the day.

          [ ]  (iii) On the basis of weeks worked. An Employee shall be credited
               with  forty-five (45) Hours of Service if under paragraph 1.41 of
               the Basic Plan Document #R1 such Employee  would be credited with
               at least one (1) Hour of Service during the week.
[ ]  (iv) On the basis of semi-monthly  payroll  periods.  An Employee
               shall be credited with ninety-five (95) Hours of Service if under
               paragraph 1.41 of the Basic Plan Document #R1 such Employee would
               be  credited  with at least one (1) Hour of  Service  during  the
               semi-monthly payroll period.

          [ ]  (v) On the basis of months worked.  An Employee shall be credited
               with one-hundred-ninety (190) Hours of Service if under paragraph
               1.41 of the  Basic  Plan  Document  #R1  such  Employee  would be
               credited with at least one (1) Hour of Service during the month.

     (e)  "Limitation Year" [paragraph 1.44]

          The 12-consecutive  month period commencing on January 1 and ending on
          December 31.

          If applicable,  the Limitation  Year will be a short  Limitation  Year
          commencing on and ending on . Thereafter,  the  Limitation  Year shall
          end on the date last specified above.

     (f)  "Net Profit"

          [X]  (i)  Not  applicable  (profits  will  not  be  required  for  any
               contributions to the Plan).

          [ ]  (ii) As defined in paragraph 1.48 of the Basic Plan Document #R1.

          [ ]  (iii) Shall be defined as:

                                    (Only use if definition in paragraph 1.48 of
                                    the  Basic  Plan   Document  #R1  is  to  be
                                    superseded.)

     (g)  "Plan Year" [paragraph 1.57]

          The 12-consecutive  month period commencing on January 1 and ending on
          December 31 .
If applicable,  the Plan Year will be a short Plan Year  commencing on
          _______________and ending on ______________. Thereafter, the Plan Year
          shall end on the date last specified above.

     (h)  "Qualified Early Retirement Age"

          For  purposes  of  making  distributions  under  the  provisions  of a
          Qualified   Domestic  Relations  Order,  the  Plan's  Qualified  Early
          Retirement Age with regard to the  Participant  against whom the order
          is entered [X] shall [ ] shall not be the date the order is determined
          to be qualified. If "shall" is elected, this will only allow payout to
          the alternate payee(s).

     (i)  "Qualified Joint and Survivor Annuity"

          The safe-harbor provisions of paragraph 8.7 of the Basic Plan Document
          #R1 [X] are [ ] are not applicable.  If not  applicable,  the survivor
          annuity shall be % (50%, 66-2/3%,  75% or 100%) of the annuity payable
          during  the  lives of the  Participant  and  Spouse.  If no  answer is
          specified, 50% will be used.

     (j)  "Taxable Wage Base" [paragraph 1.63]

          [X]  (i) Not Applicable - Plan is not integrated with Social Security.

          [ ]  (ii) The  maximum  earnings  considered  wages for such Plan Year
               under Code Section 3121(a).

          [ ]  (iii) ______% (not more than 100%) of the amount considered wages
               for such Plan Year under Code Section 3121(a).

          [ ]  (iv) $_______, provided that such amount is not in excess  of the
               amount determined under paragraph 3(j)(ii) above.

          [ ]  (v) For the 1989  Plan  Year  $10,000.  For all  subsequent  Plan
               Years, 20% of the maximum earnings considered wages for such Plan
               Year under Code Section 3121(a).

          NOTE:Using  less than the  maximum  at (ii) may  result in a change in
               the allocation formula in Section 7.

     (k)  "Valuation Date(s)"

          Allocations  to Participant  Accounts will be done in accordance  with
          Article V of the Basic Plan Document #R1:
(i)      Daily                     (v)      Quarterly

                  (ii)     Weekly                    (vi)     Semi-Annually

                  (iii)    Monthly                   (vii)    Annually

                  (iv)     Bi-Monthly

     Indicate Valuation Date(s) to be used by specifying option from list above:

        Type of Contribution(s)                                Valuation Date(s)
        -----------------------                                -----------------

        After-Tax Voluntary Contributions [Section 6(b)]

        Elective Deferrals [Section 6(a)]                             (i)
                                                                   ------

        Matching Contributions [Section 7(c)]                         (i)
                                                                   ------

        Qualified Non-Elective Contributions [Section 7(d)]           (i)
                                                                   ------

        Non-Elective Contributions [Section 7(e), (f), (g)]

        Minimum Top-Heavy Contributions [Section 7(i)]

     (l)  "Year of Service"

          (i)  For Eligibility Purposes:  The 12-consecutive month period during
               which an  Employee  is  credited  with 1000 (not more than 1,000)
               Hours of Service.

          (ii) For Allocation Accrual Purposes:  The 12-consecutive month period
               during  which an Employee  is  credited  with 1000 (not more than
               1,000) Hours of Service.

          (iii)For Vesting  Purposes:  The  12-consecutive  month period  during
               which an  Employee  is  credited  with 1000 (not more than 1,000)
               Hours of Service.
4.   ELIGIBILITY REQUIREMENTS [Article II]

     (a)  Service:

          (i)  For Elective Deferrals,  and Required Voluntary  Contributions or
               Employer   Contributions  [unless  specified  otherwise  at  (ii)
               below]:

               [ ]  (1) The Plan shall have no service requirement.

               [X]  (2) The Plan shall cover only Employees  having completed at
                    least 1 [not more than three (3)] Years of Service.  If more
                    than one (1) is specified,  for Plan Years beginning in 1989
                    and later, the answer will be deemed to be one (1).

          (ii) For contributions  [not covered at (i) above] specify the Service
               requirements below:

                                                                      Service
                Type of Contribution                                Requirement
                --------------------                                -----------
                Employer Matching

                Qualified Non-Elective

                Descretionary Profit-Sharing

                Required Voluntary

               Not more than three (3) years may be specified.  If more than two
               (2) years is  specified,  for Plan  Years  beginning  in 1989 and
               later, the requirement will be deemed to be two (2) years.

          NOTE:If the  eligibility  period  selected is or includes a fractional
               year,  an Employee will not be required to complete any specified
               number of Hours of  Service to  receive  credit for such  period.
               Participants will be eligible for Top-Heavy minimum contributions
               after the period in (i) above,  assuming  they  satisfy the other
               requirements of this Section 4.
(b)  Age:

          [ ]  (i) The Plan shall have no minimum age requirement.

          [X]  (ii) The Plan shall cover only Employees  having  attained age 21
               (not more than age 21). --

     (c)  Classification:

          The Plan shall  cover all  Employees  who have met the age and service
          requirements with the following exceptions:

          [ ]  (i) No exceptions.

          [X]  (ii) The  Plan  shall  exclude  Employees  included  in a unit of
               Employees  covered by a collective  bargaining  agreement between
               the Employer and Employee Representatives, if retirement benefits
               were the subject of good faith bargaining.  For this purpose, the
               term "Employee  Representative" does not include any organization
               more than half of whose  members  are  Employees  who are owners,
               officers, or executives of the Employer.

          [X]  (iii) The Plan shall exclude Employees who are nonresident aliens
               and  who  receive  no  earned  income  from  the  Employer  which
               constitutes income from sources within the United States.

          [X]  (iv)   The   Plan   shall   exclude   from    participation   any
               nondiscriminatory   classification  of  Employees  determined  as
               follows:

                leased employees
                employees of members of Employer's related group

     (d)  Employees on Effective Date:

          [X]  (i) Not  Applicable.  All  Employees  will be required to satisfy
               both the age and Service requirements specified above.

          [ ]  (ii) Employees  employed on the Plan's Effective Date do not have
               to  satisfy  the  Service  requirements  specified  above  at [ ]
               (a)(i), [ ] (a)(ii), [ ] both.
[ ]  (iii) Employees employed on the Plan's Effective Date do not have
               to satisfy the age requirements specified above.

5.   RETIREMENT AGES

     (a)  Normal Retirement Age:

          If the  Employer  imposes a  requirement  that  Employees  retire upon
          reaching a specified age, the Normal Retirement Age selected below may
          not exceed the Employer imposed mandatory retirement age.

          [X]  (i) Normal Retirement Age shall be 65 (not to exceed age 65). --

          [ ]  (ii) Normal  Retirement  Age shall be the later of attaining  age
               (not to exceed age 65) or the (not to exceed the 5th) anniversary
               of the first day of the first Plan Year in which the  Participant
               commenced participation in the Plan.

     (b)  Early Retirement Age:

          [ ]   (i) Not Applicable.

          [X]  (ii) The Plan shall have an Early  Retirement Age of 55 (not less
               than 55) and completion of 15 Years of Service,  or completion of
               25 Years of Service, without regard to age.

6.   EMPLOYEE CONTRIBUTIONS

     [X]  (a) Participants  shall be permitted to make Elective Deferrals in any
          amount from 1 % up to 13 % of their Compensation.

          If (a) is applicable,  Participants  shall be permitted to amend their
          Salary  Savings  Agreements to change the  contribution  percentage as
          provided below:

          [ ]  (i) On the Anniversary Date of the Plan,

          [ ]  (ii) On the Anniversary  Date of the Plan and on the first day of
               the seventh month of the Plan Year,
[X]  (iii) On the  Anniversary  Date of the Plan and on the  first day
               following any Valuation Date, or

          [ ]  (iv) Upon 30 days notice to the Employer.

     [ ]  (b)  Participants  shall be  permitted  to make  after  tax  Voluntary
          Contributions.

     [ ]  (c)  Participants  shall  be  required  to make  after  tax  Voluntary
          Contributions as follows (Thrift Savings Plan):

          [ ]  (i) ______% of Compensation.

          [ ]  (ii)  A  percentage  determined  by  the  Employee  on his or her
               enrollment form.

     [ ]  (d) If  necessary  to  pass  the  Average  Deferral  Percentage  Test,
          Participants   [  ]  may  [  ]  may  not   have   Elective   Deferrals
          recharacterized as Voluntary Contributions.

          NOTE:The Average Deferral  Percentage Test will apply to contributions
               under (a) above.  The Average  Contribution  Percentage Test will
               apply to contributions  under (b) and (c) above, and may apply to
               (a).

7.       EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF

NOTE:The Employer shall make  contributions  to the Plan in accordance  with the
     formula or formulas  selected below. The Employer's  contribution  shall be
     subject  to the  limitations  contained  in  Articles  III and X.  For this
     purpose, a contribution for a Plan Year shall be limited for the Limitation
     Year  which  ends  with or within  such Plan  Year.  Also,  the  integrated
     allocation  formulas below are for Plan Years  beginning in 1989 and later.
     The  Employer's  allocation  for earlier years shall be as specified in its
     Plan prior to amendment for the Tax Reform Act of 1986.

     (a)  Profits Requirement:

          (i)  Current or Accumulated Net Profits are required for:

               [ ]  (A) Matching Contributions.

               [ ]  (B) Qualified Non-Elective Contributions.

               [ ]  (C) Discretionary Contributions.
(ii) No Net Profits are required for:

               [X]  (A) Matching Contributions.

               [X]  (B) Qualified Non-Elective Contributions.

               [X]  (C) Discretionary Contributions.

               NOTE:Elective  Deferrals can always be contributed  regardless of
                    profits.

[X]  (b) Salary Savings Agreement:

          The  Employer  shall  contribute  and  allocate to each  Participant's
          account an amount equal to the amount  withheld from the  Compensation
          of such Participant  pursuant to his or her Salary Savings  Agreement.
          If applicable, the maximum percentage is specified in Section 6 above.

          An Employee who has  terminated  his or her election  under the Salary
          Savings Agreement other than for Hardship reasons may not make another
          Elective Deferral:

          [ ]  (i) until the first day of the next Plan Year.

          [X]  (ii) until the first day of the [X] next  valuation  period.  [ ]
               second  valuation  period  following   termination.   [  ]  third
               valuation period following termination.

          [ ]  (iii) for a  period of ______ month(s) (not to exceed 12 months).

[x]  (c) Matching Employer Contribution [See paragraphs (h) and (i)]:

     [X]  (i) Percentage  Match:  The Employer shall  contribute and allocate to
          each  eligible  Participant's  account an amount  equal to 50 % of the
          amount  contributed  and allocated in accordance  with  paragraph 7(b)
          above  and  (if   checked)   __%  of  [  ]  the  amount  of  Voluntary
          Contributions  made in accordance with paragraph 4.1 of the Basic Plan
          Document  #R1.  The  Employer  shall  not match  Participant  Elective
          Deferrals as
provided  above in  excess  of  $_______  or in  excess  of 6 % of the
          Participant's  Compensation or if applicable,  Voluntary Contributions
          in  excess  of  $______  or in  excess  of ___%  of the  Participant's
          Compensation.  In no event will the match on both  Elective  Deferrals
          and  Voluntary  Contributions  exceed a  combined  amount of $_____ or
          ___%.

     [ ]  (ii)  Discretionary  Match: The Employer shall contribute and allocate
          to  each   eligible   Participant's   account  a  percentage   of  the
          Participant's   Elective   Deferral   contributed   and  allocated  in
          accordance  with  paragraph  7(b) above.  The Employer  shall set such
          percentage  prior to the end of the Plan Year.  The Employer shall not
          match  Participant  Elective  Deferrals  in excess of  $_______  or in
          excess of ___% of the Participant's Compensation.

     []   (iii) Tiered Match: The Employer shall contribute and allocate to each
          Participant's  account an amount equal to ____% of the first _____% of
          the Participant's Compensation, to the extent deferred.

          ____% of the  next  ____% of the  Participant's  Compensation,  to the
          extent deferred.

          ___% of the next ___% of the Participant's Compensation, to the extent
          deferred.

     NOTE:Percentages   specified  in  (iii)  above  may  not  increase  as  the
          percentage of Participant's contribution increases.

     [ ]  (iv) Flat Dollar Match:  The Employer shall contribute and allocate to
          each Participant's  account $______ if the Participant defers at least
          1% of Compensation.

     [ ]  (v) Percentage of Compensation  Match:  The Employer shall  contribute
          and allocate to each  Participant's  account _____% of Compensation if
          the Participant defers at least 1% of Compensation.
[ ]  (vi) Proportionate  Compensation  Match: The Employer shall contribute
          and  allocate  to  each   Participant   who  defers  at  least  1%  of
          Compensation,  an  amount  determined  by  multiplying  such  Employer
          Matching  Contribution  by a fraction  the  numerator  of which is the
          Participant's  Compensation  and  the  denominator  of  which  is  the
          Compensation  of  all   Participants   eligible  to  receive  such  an
          allocation.  The Employer  shall set such  discretionary  contribution
          prior to the end of the Plan Year.

     [X]  (vii) Qualified Match: Employer Matching Contributions will be treated
          as Qualified Matching Contributions to the extent specified below:

          []   (A) All Matching Contributions.

          []   (B) None.

          []   (C) ___% of the Employer's Matching Contribution.

          []   (D) up to ___% of each Participant's Compensation.

          [X]  (E)  The  amount  necessary  to  meet  the [ ]  Average  Deferral
               Percentage (ADP) test, [ ] Average Contribution  Percentage (ACP)
               test, [X] Both the ADP and ACP tests.

          (viii) Matching Contribution  Computation Period: The time period upon
               which matching contributions will be based shall be

                                    [  ]    (A)      weekly

                                    [X]     (B)      bi-weekly

                                    [  ]    (C)      semi-monthly

                                    [  ]    (D)      monthly
[  ]    (E)      quarterly

                                    [  ]    (F)      semi-annually

                                    [  ]    (G)      annually

                    (ix) Eligibility for Match: Employer Matching Contributions,
                         whether or not Qualified, will only be made on Employee
                         Contributions not withdrawn prior to the end of the [X]
                         valuation period [ ] Plan Year.

[X]  (d) Qualified  Non-Elective Employer Contribution - [See paragraphs (h) and
     (i)] These contributions are fully vested when contributed.

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution  which  shall  be  allocated  to  each  eligible  Employee  in
     proportion to his or her  Compensation as a percentage of the  Compensation
     of all eligible Employees. This part of the Employer's contribution and the
     allocation  thereof shall be unrelated to any Employee  contributions  made
     hereunder.  The amount of Qualified  non-Elective  Contributions taken into
     account for purposes of meeting the ADP or ACP test requirements is:

          [ ]  (i) All such Qualified non-Elective Contributions.

          [X]  (ii) The amount  necessary  to meet [ ] the ADP test, [ ] the ACP
               test, [X] Both the ADP and ACP tests.

          Qualified non-Elective Contributions will be made to:

          [ ]  (iii) All Employees eligible to participate.

          [X]  (iv)  Only   non-Highly   Compensated   Employees   eligible   to
               participate.

[X]  (e) Additional  Employer  Contribution  Other Than  Qualified  Non-Elective
     Contributions - Non-Integrated [See paragraphs (h) and (i)]

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution  which  shall  be  allocated  to  each  eligible  Employee  in
     proportion to his or her  Compensation as a percentage of the  Compensation
     of all eligible Employees. This part of the Employer's contribution and the
     allocation  thereof shall be unrelated to any Employee  contributions  made
     hereunder.
[ ]  (f) Additional Employer  Contribution - Integrated  Allocation Formula [See
     paragraphs (h) and (i)]

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution.  The  Employer's  contribution  for the  Plan  Year  plus any
     forfeitures shall be allocated to the accounts of eligible  Participants as
     follows:

     (i)  First, to the extent contributions and forfeitures are sufficient, all
          Participants   will  receive  an  allocation  equal  to  3%  of  their
          Compensation.

     (ii) Next, any remaining  Employer  Contributions  and forfeitures  will be
          allocated  to  Participants  who have  Compensation  in  excess of the
          Taxable Wage Base (excess  Compensation).  Each such  Participant will
          receive an allocation in the ratio that his or her excess compensation
          bears to the excess Compensation of all Participants. Participants may
          only receive an allocation of 3% of excess Compensation.

     (iii)Next, any remaining  Employer  contributions  and forfeitures  will be
          allocated  to all  Participants  in the ratio that their  Compensation
          plus excess  Compensation  bears to the total Compensation plus excess
          Compensation  of all  Participants.  Participants  may only receive an
          allocation   of  up  to  2.7%  of  their   Compensation   plus  excess
          Compensation,  under this allocation  method. If the Taxable Wage Base
          defined  at  Section  3(j) is less  than or  equal to the  greater  of
          $10,000 or 20% of the  maximum,  the 2.7% need not be reduced.  If the
          amount  specified is greater than the greater of $10,000 or 20% of the
          maximum Taxable Wage Base, but not more than 80%, 2.7% must be reduced
          to 1.3%.  If the amount  specified  is greater  than 80% but less than
          100% of the  maximum  Taxable  Wage Base,  the 2.7% must be reduced to
          2.4%.

     NOTE:If the Plan is not Top-Heavy or if the Top-Heavy minimum  contribution
          or benefit is provided  under  another  Plan [see  Section  11(d)(ii)]
          covering the same Employees,  sub-paragraphs (i) and (ii) above may be
          disregarded  and 5.7%,  4.3% or 5.4% may be substituted for 2.7%, 1.3%
          or 2.4% where it appears in (iii) above.
(iv) Next, any remaining  Employer  contributions  and forfeitures  will be
          allocated  to all  Participants  (whether  or  not  they  received  an
          allocation  under the  preceding  paragraphs)  in the ratio  that each
          Participant's Compensation bears to all Participants' Compensation.

[]   (g)  Additional  Employer  Contribution-Alternative  Integrated  Allocation
     Formula [See paragraph (i)]

     The  Employer  shall  have the  right to make an  additional  discretionary
     contribution.  To the extent that such  contributions are sufficient,  they
     shall be allocated as follows:

     ____%  of  each   eligible   Participant's   Compensation   plus  ____%  of
     Compensation  in excess of the Taxable  Wage Base  defined at Section  3(j)
     hereof. The percentage on excess  compensation may not exceed the lesser of
     (i) the amount  first  specified  in this  paragraph or (ii) the greater of
     5.7% or the percentage  rate of tax under Code Section 3111(a) as in effect
     on the first day of the Plan Year  attributable to the Old Age (OA) portion
     of the  OASDI  provisions  of the  Social  Security  Act.  If the  Employer
     specifies  a Taxable  Wage Base in  Section  3(j)  which is lower  than the
     Taxable Wage Base for Social Security  purposes (SSTWB) in effect as of the
     first day of the Plan Year,  the  percentage  contributed  with  respect to
     excess  Compensation  must be adjusted.  If the Plan's Taxable Wage Base is
     greater  than the  larger of  $10,000 or 20% of the SSTWB but not more than
     80% of the SSTWB, the excess percentage is 4.3%. If the Plan's Taxable Wage
     Base is greater than 80% of the SSTWB but less than 100% of the SSTWB,  the
     excess percentage is 5.4%.

NOTE:Only one plan  maintained  by the  Employer may be  integrated  with Social
     Security.

     (h)  Allocation of Excess Amounts (Annual Additions)

          In the event that the  allocation  formula  above results in an Excess
          Amount, such excess shall be:

          [X]  (i) placed in a suspense  account accruing no gains or losses for
               the benefit of the Participant.

          [ ]  (ii)  reallocated  as additional  Employer  contributions  to all
               other Participants to the extent that they do not have any Excess
               Amount.
(i)  Minimum Employer Contribution Under Top-Heavy Plans:

          For any Plan Year during which the Plan is  Top-Heavy,  the sum of the
          contributions and forfeitures as allocated to eligible Employees under
          paragraphs  7(d),  7(e),  7(f), 7(g) and 9 of this Adoption  Agreement
          shall not be less than the amount required under paragraph 14.2 of the
          Basic Plan Document #R1. Top-Heavy minimums will be allocated to:

          [X]  (i) all eligible Participants.

          [ ]  (ii) only eligible non-Key Employees who are Participants.

     (j)  Return of Excess Contributions and/or Excess Aggregate Contributions:

          In the event that one or more Highly Compensated Employees are subject
          to both the ADP and ACP tests and the sum of such  tests  exceeds  the
          Aggregate Limit, the limit will be satisfied by reducing the:

          [ ]  (i) the ADP of the affected Highly Compensated Employees.

          [ ]  (ii) the ACP of the affected Highly Compensated Employees.

          [X]  (iii) a  combination  of the ADP and ACP of the  affected  Highly
               Compensated Employees.

[X]  (k) One-time $100  contribution to the account of each Participant upon his
     or  her  initial  satisfaction  of  eligibility  requirements,  treated  as
     Qualified Matching Contribution and fully vested.

8.   ALLOCATIONS TO TERMINATED EMPLOYEES [paragraph 5.3]

     [ ]  (a) The Employer will not allocate  Employer related  contributions to
          Employees who terminate during a Plan Year, unless required to satisfy
          the  requirements  of  Code  Section  401(a)(26)  and  410(b).  (These
          requirements are effective for 1989 and subsequent Plan Years.)

     [X]  (b) The Employer  will  allocate  Employer  matching and other related
          contributions as indicated below to Employees who terminate during the
          Plan Year as a result of:
Matching     Other

                  [X]          [X]     (i)    Retirement.

                  [X]          [X]     (ii)   Disability.

                  [X]          [X]     (iii)  Death.

                  [  ]         [  ]    (iv)   Other termination  of   employment
                                              provided that  the Participant has
                                              completed  a Year  of  Service  as
                                              defined   for   Allocation Accrual
                                              Purposes.

                  [  ]         [  ]    (v)    Other  termination  of  employment
                                              even though  the  Participant  has
                                              not completed a Year of Service.

                  [  ]         [  ]    (vi)   Termination of employment (for any
                                              reason)    provided    that   the
                                              Participant  had completed a  Year
                                              of     Service   for    Allocation
                                              Accrual Purposes.

9.   ALLOCATION OF FORFEITURES

NOTE:Subsections  (a), (b) and (c) below apply to  forfeitures  of amounts other
     than Excess Aggregate Contributions.

     (a)  Allocation Alternatives:

          If forfeitures are allocated to Participants, such allocation shall be
          done in the same manner as the Employer's contribution.

          [ ]  (i) Not Applicable. All contributions are always fully vested.
[ ]  (ii)  Forfeitures  shall be allocated to Participants in the same
               manner as the Employer's contribution.

               If allocation to other  Participants is selected,  the allocation
               shall be as follows:

               [1]  Amount attributable to Employer discretionary  contributions
                    and Top-Heavy minimums will be allocated to:

                    [ ]  all eligible Participants under the Plan.

                    [ ]  only those  Participants  eligible for an allocation of
                         Employer contributions in the current year.

                    [ ]  only those  Participants  eligible for an allocation of
                         matching contributions in the current year.

               [2]  Amounts attributable to Employer Matching contributions will
                    be allocated to:

                    [ ]  all eligible Participants.

                    [ ]  only those  Participants  eligible for  allocations  of
                         matching contributions in the current year.

     [X]  (iii)   Forfeitures   shall  be  applied  to  reduce  the   Employer's
          contribution for such Plan Year.

     [ ]  (iv) Forfeitures shall be applied to offset administrative expenses of
          the Plan.  If  forfeitures  exceed these  expenses,  (iii) above shall
          apply.
(b)  Date for Reallocation:

     NOTE:If no distribution has been made to a former Participant,  sub-section
          (i) below will apply to such  Participant  even if the Employer elects
          (ii), (iii) or (iv) below as its normal administrative policy.

          [ ]  (i) Forfeitures  shall be reallocated at the end of the Plan Year
               during  which  the  former  Participant  incurs  his or her fifth
               consecutive one year Break In Service.

          [X]  (ii) Forfeitures will be reallocated  immediately (as of the next
               Valuation Date).

          [ ]  (iii)  Forfeitures  shall be  reallocated  at the end of the Plan
               Year  during  which the former  Employee  incurs his or her (1st,
               2nd, 3rd, or 4th) consecutive one year Break In Service.

          [ ]  (iv) Forfeitures will be reallocated  immediately (as of the Plan
               Year end).

     (c)  Restoration of Forfeitures:

          If amounts are forfeited  prior to five  consecutive  1-year Breaks in
          Service,  the  Funds  for  restoration  of  account  balances  will be
          obtained from the following  resources in the order indicated (fill in
          the appropriate number):

          [1]      (i)      Current year's forfeitures.

          [2]      (ii)     Additional Employer contribution.

          [3]      (iii)    Income or gain to the Plan.

     (d)  Forfeitures of Excess Aggregate Contributions shall be:

          [X]  (i) Applied to reduce Employer contributions.

          [ ]  (ii) Allocated,  after all other  forfeitures  under the Plan, to
               the Matching Contribution account of each non-Highly  Compensated
               Participant   who   made   Elective    Deferrals   or   Voluntary
               Contributions   in  the  ratio  which  each  such   Participant's
               Compensation for the Plan Year bears to the total Compensation of
               all Participants  for such Plan Year. Such forfeitures  cannot be
               allocated to the account of any Highly Compensated Employee.
Forfeitures of Excess Aggregate  Contributions will be so applied
               at the end of the Plan Year in which they occur.

10.  CASH OPTION

          [ ]  (a) The  Employer may permit a  Participant  to elect to defer to
               the Plan,  an amount not to exceed ___% of any Employer paid cash
               bonus made for such  Participant for any year. A Participant must
               file an election to defer such contribution at least fifteen (15)
               days prior to the end of the Plan Year. If the Employee  fails to
               make such an  election,  the entire  Employer  paid cash bonus to
               which the Participant would be entitled shall be paid as cash and
               not to the Plan.  Amounts  deferred  under this section  shall be
               treated for all purposes as Elective  Deferrals.  Notwithstanding
               the above, the election to defer must be made before the bonus is
               made available to the Participants.

          [X]  (b) Not Applicable.

11.  LIMITATIONS ON ALLOCATIONS [Article X]

     [ ]  This is the  only  Plan the  Employer  maintains  or ever  maintained;
          therefore, this section is not applicable.

     [X]  The Employer does maintain or has maintained another Plan (including a
          Welfare  Benefit Fund or an individual  medical account [as defined in
          Code  Section  415(l)(2)],  under which  amounts are treated as Annual
          Additions) and has completed the proper sections below.

          Complete  (a),  (b) and (c)  only if the  Employer  maintains  or ever
          maintained another qualified plan, including a Welfare Benefit Fund or
          an individual  medical account [as defined in Code Section  415(l)(2)]
          in which any  Participant  in this Plan is (or was) a  participant  or
          could possibly become a participant.

     (a)  If  the  Participant  is  covered  under  another   qualified  Defined
          Contribution  Plan  maintained by the Employer,  other than a Regional
          Prototype Plan:

          [ ]  (i) the  provisions  of Article X of the Basic Plan  Document #R1
               will apply, as if the other plan were a Regional Prototype Plan.
[ ]  (ii) Attach  provisions  stating the method under which the plans
               will limit total  Annual  Additions  to the  Maximum  Permissible
               Amount, and will properly reduce any Excess Amounts,  in a manner
               that precludes Employer discretion.

     (b)  If a  Participant  is or ever  has  been a  participant  in a  Defined
          Benefit Plan maintained by the Employer:

          Attach  provisions  which  will  satisfy  the 1.0  limitation  of Code
          Section 415(e). Such language must preclude Employer  discretion.  The
          Employer must also specify the interest and mortality assumptions used
          in  determining  Present  Value  in  the  Defined  Benefit  Plan.  See
          attachment to Section 11(b) of this Adoption Agreement.

     (c)  The minimum  contribution  or benefit  required under Code Section 416
          relating to Top-Heavy Plans shall be satisfied by:

          [ ]  (i) This Plan.

          [X]  (ii) Northwest Savings Bank Pension Plan
                   (Name  of  other   qualified   plan  of  the Employer).

          [ ]  (iii)  Attach  provisions  stating  the  method  under  which the
               minimum  contribution and benefit  provisions of Code Section 416
               will  be  satisfied.   If  a  Defined  Benefit  Plan  is  or  was
               maintained,  an attachment must be provided  showing interest and
               mortality assumptions used in the Top-Heavy Ratio.

12.  VESTING [Article IX]

     Employees  shall have a fully  vested and  nonforfeitable  interest  in any
     Employer   contribution  and  the  investment   earnings  thereon  made  in
     accordance with paragraphs (select one or more options) [ ] 7(c), [ ] 7(e),
     [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under paragraph 7(b),
     7(c)(vii) and 7(d) and 7(k) are always fully vested.  If one or more of the
     foregoing options are not selected,  such Employer  contributions  shall be
     subject to the vesting table selected by the Employer.
Each Participant  shall acquire a vested and  nonforfeitable  percentage in
     his or her account balance  attributable to Employer  contributions and the
     earnings thereon under the procedures selected below except with respect to
     any Plan  Year  during  which  the  Plan is  Top-Heavy,  in which  case the
     Two-twenty  vesting  schedule [option  (b)(iv)] shall  automatically  apply
     unless the Employer has already elected a faster vesting  schedule.  If the
     Plan is switched to option (b)(iv),  because of its Top-Heavy status,  that
     vesting  schedule  will  remain in effect  even if the Plan  later  becomes
     non-Top-Heavy  until the Employer  executes an  amendment of this  Adoption
     Agreement indicating otherwise.

     (a)  Computation Period:

          The  computation  period for purposes of determining  Years of Service
          and  Breaks in Service  for  purposes  of  computing  a  Participant's
          nonforfeitable  right  to his  or her  account  balance  derived  from
          Employer contributions:

          [ ]  (i) shall not be applicable  since  Participants are always fully
               vested,

          [ ]  (ii)  shall  commence  on the  date on which  an  Employee  first
               performs an Hour of Service for the Employer and each  subsequent
               12-consecutive  month  period shall  commence on the  anniversary
               thereof, or

          [X]  (iii)  shall  commence  on the first day of the Plan Year  during
               which an  Employee  first  performs  an Hour of  Service  for the
               Employer and each  subsequent  12-consecutive  month period shall
               commence on the anniversary thereof.

     A  Participant  shall  receive  credit  for a Year of  Service if he or she
     completes  at least  1,000  Hours of Service  [or if lesser,  the number of
     hours specified at 3(l)(iii) of this Adoption Agreement] at any time during
     the  12-consecutive  month  computation  period.  Consequently,  a Year  of
     Service  may be  earned  prior  to the  end  of  the  12-consecutive  month
     computation  period and the Participant  need not be employed at the end of
     the 12-consecutive month computation period to receive credit for a Year of
     Service.

     (b)  Vesting Schedules:

     NOTE:The vesting  schedules  below only apply to a  Participant  who has at
          least one Hour of  Service  during or after  the 1989  Plan  Year.  If
          applicable,  Participants who separated from Service prior to the 1989
          Plan Year will remain  under the vesting  schedule as in effect in the
          Plan prior to amendment for the Tax Reform Act of 1986.
(i)  Full and immediate vesting.

                                            Years of Service
                    ------------------------------------------------------------
                     1        2        3         4         5         6       7
                    ---      ---      ---       ---       ---       ---     ---

     (ii)             %     100%
     (iii)            %        %     100%
     (iv)             %      20%      40%       60%       80%       100%
     (v)             0%       0%      20%       40%       60%        80%    100%
     (vi)           10%      20%      30%       40%       60%        80%    100%
     (vii)            %        %        %         %      100%
     (viii)           %        %        %         %         %          %    100%

NOTE:The  percentages  selected for schedule (viii) may not be less for any year
     than the percentages shown at schedule (v).

     [X]  All  contributions  other  than  those  which  are fully  vested  when
          contributed will vest under schedule (v) above.

     [ ]  Contributions other than those which are fully vested when contributed
          will vest as provided below:

                      Vesting
                  Option Selected       Type Of Employer Contribution
                  ---------------       -----------------------------
                                         7(c) Employer Match on
                                              Salary Savings

                                         7(c) Employer Match on
                                              Employee Voluntary

                                         7(e) Employer Discretionary

                                         7(f) & (g) Employer
                                              Discretionary -Integrated

     (c)  Service disregarded for Vesting:

          [X]  (i) Not Applicable. All Service shall be considered.

          [ ]  (ii)  Service  prior  to the  Effective  Date of  this  Plan or a
               predecessor   plan  shall  be   disregarded   when   computing  a
               Participant's vested and nonforfeitable interest.

          [ ]  (iii) Service prior to a Participant having attained age 18 shall
               be  disregarded   when  computing  a  Participant's   vested  and
               nonforfeitable interest.
13.      SERVICE WITH PREDECESSOR ORGANIZATION

         For purposes of satisfying the Service  requirements  for  eligibility,
         Hours of Service shall include  Service with the following  predecessor
         organization(s):
         (These hours will also be used for vesting purposes.)

         See Attachment to Section 13 of this Adoption Agreement.

14.      ROLLOVER/TRANSFER CONTRIBUTIONS

         (a)      Rollover  Contributions,  as described at paragraph 4.3 of the
                  Basic Plan Document #R1, [X] shall [ ] shall not be permitted.
                  If  permitted,  Employees  [X] may [ ] may not  make  Rollover
                  Contributions  prior to meeting the  eligibility  requirements
                  for participation in the Plan.

         (b)      Transfer  Contributions,  as described at paragraph 4.4 of the
                  Basic Plan Document #R1, [X] shall [ ] shall not be permitted.
                  If  permitted,   Employees  [X]  may  [  ]  may  not  Transfer
                  Contributions  prior to meeting the  eligibility  requirements
                  for participation in the Plan.

          NOTE:Even if  available,  the  Employer  may  refuse  to  accept  such
               contributions  if  its  Plan  meets  the  safe-harbor   rules  of
               paragraph 8.7 of the Basic Plan Document #R1.

15.      HARDSHIP WITHDRAWALS

         Hardship  withdrawals,  as provided for in  paragraph  6.9 of the Basic
         Plan Document #R1, [X] are [ ] are not permitted.

16.      PARTICIPANT LOANS

         Participant  loans, as provided for in paragraph 13.4 of the Basic Plan
         Document #R1, [ ] are [X] are not permitted.  If permitted,  repayments
         of  principal  and  interest  shall be repaid to [ ] the  Participant's
         segregated account or [ ] the general Fund.
17.    INSURANCE POLICIES

        The insurance  provisions of paragraph 13.5 of the Basic Plan Document
        #R1 [ ] shall [X] shall not be applicable.

18.    EMPLOYER INVESTMENT DIRECTION

       The Employer investment direction provisions, as set forth in paragraph
       13.6 of the  Basic  Plan  Document  #R1,  [ ] shall  [X]  shall  not be
       applicable.

19.    EMPLOYEE INVESTMENT DIRECTION

       (a)      The Employee investment direction provisions,  as set forth in
                paragraph  13.7 of the Basic Plan  Document #R1, [X] shall [ ]
                shall not be applicable.

                If applicable, Participants may direct their investments:

                [X]      (i)      among funds offered by the Trustee.

                [  ]     (ii)     among any allowable investments.

       (b)      Participants may direct the  following kinds of  contributions
                and the earnings thereon (check all applicable):

                [X]      (i)      All Contributions.

                [  ]     (ii)     Elective Deferrals.

                [  ]     (iii)    Employee Voluntary Contributions (after-tax).

                [  ]     (iv)     Employee Mandatory Contributions (after-tax).

                [  ]     (v)      Employer Qualified Matching Contributions.

                [  ]     (vi)     Other Employer Matching Contributions.

                [  ]     (vii)    Employer Qualified Non-Elective Contributions.

                [  ]     (viii)   Employer Discretionary Contributions.

                [  ]     (ix)     Rollover Contributions.

                [  ]     (x)      Transfer Contributions.

                [  ]     (xi)     All of  above which are  checked, but only  to
                                  the extent that the  Participant is vested  in
                                  those contributions.
NOTE:To the extent that Employee investment direction was previously allowed, it
     shall continue to be allowed on those amounts and the earnings thereon.

20.  EARLY PAYMENT OPTION

     (a)  A Participant who separates from Service prior to retirement, death or
          Disability  [X]  may [ ] may  not  make  application  to the  Employer
          requesting an early payment of his or her vested account balance.

     (b)  A Participant  who has not separated  from Service [ ] may [X] may not
          obtain a  distribution  of his or her vested  Employer  contributions.
          Distribution can only be made if the Participant is 100% vested.

     (c)  A Participant  who has attained the Plan's Normal  Retirement  Age and
          who has not  separated  from  Service  [ ] may [X] may not  receive  a
          distribution of his or her vested account balance.

     NOTE:If the  Participant  has had the right to withdraw  his or her account
          balance in the past, this right may not be taken away. Notwithstanding
          the above, to the contrary,  required  minimum  distributions  will be
          paid. For timing of distribution see item 21(a) below.

21.  DISTRIBUTION OPTIONS

     (a)  Timing of Distributions:

          In  cases  of  termination   for  other  than  death,   Disability  or
          retirement, benefits shall be paid:

          [X]  (i) As soon as administratively feasible,  following the close of
               the  third  month  following  that  in  which a  distribution  is
               requested or is otherwise payable.

          [ ]  (ii) As soon as administratively  feasible following the close of
               the Plan Year during  which a  distribution  is  requested  or is
               otherwise payable.

          [ ]  (iii) As soon as administratively feasible, following the date on
               which a distribution is requested or is otherwise payable.
[ ]  (iv) As soon as administratively feasible, after the close of the
               Plan  Year  during  which  the  Participant   incurs  consecutive
               one-year Breaks in Service.

          [ ]  (v) Only after the  Participant  has achieved  the Plan's  Normal
               Retirement Age, or Early Retirement Age, if applicable.

          In cases of death, Disability or retirement, benefits shall be paid:

          [X]  (vi) As soon as administratively feasible, following the close of
               the monthly period during which a distribution is requested or is
               otherwise payable.

          [ ]  (vii) As soon as administratively feasible following the close of
               the Plan Year during  which a  distribution  is  requested  or is
               otherwise payable.

          [ ]  (viii) As soon as administratively  feasible,  following the date
               on which a distribution is requested or is otherwise payable.

     (b)  Optional Forms of Payment:

          [X]      (i)      Lump Sum.

          []   (ii) Installment Payments.

          []   (iii) Life Annuity*.

          []   (iv) Life Annuity  Term  Certain*.  Life  Annuity  with  payments
               guaranteed for _______ years (not to exceed 20 years, specify all
               applicable).

          []   (v) Joint and [ ] 50%, [ ] 66-2/3%,  [ ] 75% or [ ] 100% survivor
               annuity* (specify all applicable).

          [X]  (vi) Other form(s) specified:
*Not  available in Plan meeting  provisions  of paragraph 8.7 of Basic
          Plan Document #R1.

     (c)  Recalculation of Life Expectancy:

          In determining  required  distributions  under the Plan,  Participants
          and/or  their Spouse  (Surviving  Spouse) [ ] shall [X] shall not have
          the right to have their life expectancy recalculated.

          If "shall",

          [ ]   only the Participant shall be recalculated.

          [ ]   both the Participant and Spouse shall be recalculated.

          [ ]   who is recalculated shall be determined by the Participant.
22.  SIGNATURES

     (a)  EMPLOYER:

          Name and address of Employer if different  than specified in Section 1
          above.

          Northwest Savings Bank

          This agreement and the corresponding  provisions of the Plan and Trust
          Basic Plan  Document  #R1 were adopted by the Employer the 24th day of
          June , 1996 .

                                             NORTHWEST SAVINGS BANK
          Signed for the Employer by:        Robert G. Norton

          Title:                             VICE PRESIDENT

          Signature:                        /s/Robert G. Norton
                                            6/24/96

          The Employer understands that its failure to properly complete
          the Adoption Agreement may result in  disqualification  of its
          Plan.

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

          This  Adoption  Agreement may only be used in  conjunction  with Basic
          Plan Document #R1.
(b)      TRUSTEE:

             Name of Trustee:

             Heritage Trust Company

             The  Employer's  Plan as contained  herein was accepted by the
             Trustee(s) the 28th day of June , 1996.

    Signed for the Trustee by:         HERITAGE TRUST COMPANY

    Title:                             EXECUTIVE VICE PRESIDENT

    Signature:                         /s/

    (c)      SPONSOR:

             The Employer's  Agreement and the corresponding  provisions of
             the Plan and  Trust/Custodial  Account Basic Plan Document #R1
             were accepted by the Sponsor the day of June, 1996.

             Signed for the Sponsor by: Kris J. Vargo

             Title:                     Partner

             Signature:               /s/ Kris J. Vargo
EXHIBIT 4.2

                            SUMMARY PLAN DESCRIPTION

                                     OF THE

                             NORTHWEST SAVINGS BANK
                     SECTION 401(x) RETIREMENT SAVINGS PLAN
                 As Amended and Restated Effective July 1, 1996
                          And Further Amended Effective
              October 1, 1997, January 1, 1999 and January 1, 2000
SUMMARY PLAN DESCRIPTION
                                     OF THE
                             NORTHWEST SAVINGS BANK
                     SECTION 401(k) RETIREMENT SAVINGS PLAN

                                TABLE OF CONTENTS

1.      General................................................................1
2.      Identification of Plan.................................................1
3.      Type of Plan...........................................................2
4.      Plan Administrator.....................................................2
5.      Trustee/Trust Fund.....................................................2
6.      Definitions ...........................................................2
        A. Hours of Service....................................................2
        B. Normal Retirement Age and Early Retirement Age......................3
        C. Compensation........................................................3
        D. Employee............................................................3
7.      Eligibility to Participate.............................................3
8.      Contributions..........................................................4
        A. Employer Initial Eligibility Bonus Contribution.....................4
        B. Employee Salary Deferral Contributions..............................4
        C. Employer Matching Contributions.....................................4
        D. Employer Discretionary Profit Sharing Contributions.................4
9.      Participant Directed Investment of All Plan Accounts...................5
10.     Hardship Withdrawals...................................................5
11.     Vesting................................................................6
12.     Retirement Benefits - Manner of Payment................................6
13.     Payment of Benefits Upon Death or Permanent Disability.................6
14.     Payment of Benefits Prior to Retirement................................7
15.     Interest in Plan.......................................................7
16.     Claims Procedure ......................................................7
17.     Making Elections.......................................................7
18.       Participant's Rights Under ERISA.....................................8
19.       Amendment of Termination.............................................9
20.       Non-Transferable Interest............................................9
21.       Federal Income Taxation of Benefits Paid.............................9

Exhibit A -       Northwest Savings Bank 401(k) Daily Access System
Exhibit B -       List of Investment Funds Offered Under the Plan
Exhibit C -       Schedule of Prior Service Reorganized for Employees of
                  Predecessor Employers
SUMMARY PLAN DESCRIPTION

                                     GENERAL

 The legal name, address and employer identification number of the Employer are:

                             Northwest Savings Bank
                         Liberty Street at Second Avenue
                           Warren, Pennsylvania 16365
                               E.I.N.: 25-0368460

     Northwest  Savings Bank (the  "Employer")  has  established  the  Northwest
Savings Bank Section 401(k)  Retirement  Savings Plan (the "Plan") to supplement
your income upon retirement.  In addition to retirement  benefits,  the Plan may
distribute  benefits in the event of your death or disability or in the event of
your  termination  of employment  prior to  retirement.  This Summary  describes
provisions  of the Plan as  amended  and  restated  effective  July 1,  1996 and
further amended effective October 1, 1997, January 1, 1999 and January 1, 2000.

     Upon your first becoming eligible to participate in the Plan (the first day
of the month  following  completion of one Year of Service with the Employer and
attaining age 21) the Employer will contribute a fully vested $100 bonus to your
account in the Plan.

     The Plan contains a Section 401(k) Salary Deferral savings feature.  Salary
Deferral  Contributions  and the earnings  therefrom  are not subject to Federal
income  tax until they are  distributed  to you from the Plan.  However,  Salary
Deferral  Contributions  are subject to Social Security taxes,  and to state and
local  income  taxes in  Pennsylvania.  Salary  Deferral  Contributions  are not
subject to state and local income taxes in New York or Ohio.

     In addition,  the Employer makes Matching  Employer  Contributions  to your
account  in the  Plan  equal  to 50% of the  first  6% of your  Salary  Deferral
Contributions to the Plan.

     The Employer may also make  discretionary  profit sharing  contributions to
the Plan.  All  contributions  by the  Employer  to the Plan,  and the  earnings
therefrom,  are not subject to Federal income tax until they are  distributed to
you from the Plan.

     In order for Salary Deferral  Contributions that you make under the Plan to
qualify for favorable federal tax treatment,  eligible employee  Participants at
various  compensation  levels must contribute  minimum  percentage  amounts that
satisfy prescribed participation tests.

     All benefits  payable to you under the Plan are in addition to any benefits
to which you may be entitled under Social Security or other retirement plans.

     Please keep in mind that this is only a summary of the Plan; in case of any
conflict between the content of this Summary and the provisions of the Plan, the
terms of the Plan will control.  If you have any questions  about the Plan after
reading this Summary, you may contact the Committee.

                            2. IDENTIFICATION OF PLAN

     The Plan is known as the Northwest  Savings Bank Section 401(k)  Retirement
Savings Plan. The Employer has assigned 002 as the Plan  identification  number.
The Plan Year is the period on which the Plan  maintains its records:  January 1
to December 31.
3. TYPE OF PLAN

     This  Plan is  commonly  known as a Section  401(k)  profit  sharing  plan.
Section 8,  "CONTRIBUTIONS",  explains the types of  contributions  to the Trust
Fund for the Plan held by the Plan Trustee.  Under this Plan,  there is no fixed
dollar  amount of  benefits.  Your  actual  benefit  will  depend on the  amount
credited to your accounts in the Plan at your retirement or earlier  termination
of  employment.  Your  benefit  will  reflect  the  amount  of  Salary  Deferral
Contributions,  if any,  which you make to the  Plan,  the  amount  of  Matching
Employer  Contributions  made to the  Plan  on your  behalf  and the  amount  of
Employer profit sharing contributions made to the Plan on your behalf during the
period of time you were a Participant in the Plan. Your actual benefit will also
include  your  Initial  Eligibility  Bonus and the  earnings  allocated  to your
respective accounts in the Plan.

                              4. PLAN ADMINISTRATOR

     The  Human  Resources  Department  of  Northwest  Savings  Bank is the Plan
Administrator  for the Plan  and is  responsible  for  providing  you and  other
Participants with information regarding your rights and benefits under the Plan.
The  Plan  Administrator  is  the  named  fiduciary  of the  Plan  and  has  the
responsibility  to make the rules under which the Plan is run, to interpret  the
Plan provisions,  and to administer the Plan in a fair way to all  Participants.
The Plan  Administrator also has the responsibility for making all discretionary
determinations  under the Plan and for directing the Trustee of the Plan to make
distributions  from the Plan.  The  Employer is the agent to receive  service of
legal  process.  In  addition,  service of legal  process may be served upon the
Trustee. The Plan Administrator's address and telephone number are:

               Human Resources Department, Northwest Savings Bank
                     Section 401 (k) Retirement Savings Plan
                               108 Liberty Street
                           Warren, Pennsylvania 16365
                            Telephone: (814) 728-7664

                              5. TRUSTEE/TRUST FUND

     The Employer has appointed the Trust Department of Northwest  Savings Bank,
108 Liberty Street,  Warren, PA 16365 to act as Trustee of the Plan. The Trustee
will hold all amounts which the Plan Participants and the Employer contribute to
the Plan in a trust fund.  Upon the  direction  of the Plan  Administrator,  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: January 1 through December 31.

                                 6. DEFINITIONS

     A.   Hours of Service

     The Plan and this Summary Plan Description  include  references to Hours of
Service.  To become  eligible  to  participate  in the Plan,  to  advance on the
vesting schedule 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, which is normally the Plan Year. The sections
covering Eligibility to Participate,  Vesting and Contributions explain hours of
service 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 for purposes of sharing in
Employer   allocations  for  a  Plan  Year  and  of  becoming  vested  in  those
allocations.  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 up to 501 hours in any  continuous  period during which
you do not work, such as paid vacation, sick leave, disability, layoff, military
duty or leave of absence.

                                        2
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
this leave,  not to exceed 501 hours per Plan Year. 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.

     B.   Normal Retirement Age and Early Retirement Age

     For  purposes of the Plan,  Normal  Retirement  Age is the day on which the
Participant  attains age sixty-five (65). The Plan also defines Early Retirement
Age as the day on which the Participant attains age fiftyfive (55) and completes
fifteen (15) years of service,  or completes  twenty-five (25) years of service,
regardless of age.

     C.   Compensation

     For  purposes  of the  Plan,  Compensation  is  defined  as base  salary or
earnings excluding overtime, bonuses and commissions paid by the Employer to you
and reportable to the Internal  Revenue  Service for Federal Income Tax purposes
after you become a  Participant  in the Plan.  Compensation  also  includes  any
amounts which are deferred by you as Salary Deferral Contributions.

     D.   Employee

     For purposes of the Plan,  an Employee  shall mean any person who is on the
active  employment rolls of the Employer,  excluding  however leased  employees,
non-resident   aliens,   and  employees  covered  under  collective   bargaining
agreements.

                          7. ELIGIBILITY TO PARTICIPATE

     An eligible  Employee  shall become a Participant  under the Plan,  for all
purposes,  on the first day of the month immediately following the date on which
he/she attains age twenty-one (21) and completes one (1) Year of Service.

     The Plan defines "Year of Service" for eligibility and vesting  purposes as
a 12 consecutive  month period,  commencing  with your  employment  commencement
date,  in which you  complete at least 1,000 Hours of Service for the  Employer.
The  initial 12 month  period  starts on your first day of  employment  with the
Employer.  If you do not  complete  a Year of  Service  in the  initial 12 month
period  beginning  on your first day of  employment,  the 12 month  period  will
become the Plan Year,  including the Plan Year which  includes your first day of
employment.

                                        3
8. CONTRIBUTIONS

     A.   Employer Initial Eligibility Bonus Contribution

     Upon  satisfaction  by each employee of the  requirements to participate in
the Plan (first day of the month following completion of one Year of Service and
attainment of age 21) the Employer  will  contribute  $100 to the  Participant's
Initial Eligibility Bonus Account in the Plan, which shall be 100% vested.

     B.   Employ Salary Deferral Contributions

     You may elect to make a Salary Deferral  Contribution of a whole percentage
from 1 to 15 percent of your  Compensation.  The amount of your Salary  Deferral
Contribution will be deducted from each regular payroll check. Your Compensation
will be reduced by the amount of your Salary Deferral Contribution. For example,
assume  your  Compensation  is  $20,000  for the  year and the  Salary  Deferral
Contribution  percentage you select is equal to 6%. You will be able to have the
Employer  deposit  $1,200 (6% of $20,000) to your Salary  Deferral  Contribution
Account in the Plan  without  paying  Federal  income tax on this  amount.  Your
taxable compensation for Federal income tax purposes will be reduced to $18,800.
NOTE: The Plan  Administrator may reduce the percentage of Salary Deferral which
you elect if participation and contribution rates for all eligible employees are
not sufficient to meet certain deferral ratios required under IRS rules.

     Once you have satisfied the Plan's eligibility provisions, you may elect to
commence,  increase.  decrease or cease Salary Deferral  Contributions as of any
business  day  following  receipt  by the Plan  Administrator  (Human  Resources
Department  of Northwest  Savings Bank) of your written  instructions  (on forms
available from the Plan  Administrator)  or of your telephoned  instructions via
the 401 (k) Daily Access  System  attached as Exhibit A. Exhibit A is subject to
amendment by the Plan  Administrator  at any time  hereafter  upon notice to all
Plan Participants.

     C.   Employer Matchig Contributions

     The Employer will make a matching  contribution to your account in the Plan
based on the amount of Salary Deferral Contributions you make to the Plan during
the Plan Year. The Employer  Matching  Contribution  allocated to the account of
each  Participant who makes Salary Deferral  Contributions  for any Plan Year is
equal to 50% of the first 6% of each Participant's Salary Deferral Contributions
for  that  Plan  Year.  In  other  words,  a   Participant's   Salary   Deferral
Contributions  which are in excess of 6% of his  Compensation  for any Plan Year
are disregarded for the purposes of receiving an allocation of Employer Matching
Contributions.

     Any Employer Matching  Contributions  under the Plan which are forfeited by
Participants who terminate their  employment  before they are vested in the Plan
are  applied  against  Employer   Matching  or   Discretionary   Profit  Sharing
Contributions otherwise due under the Plan.

     D.   Employer Discretionary Profit Sharing Contributions

     The Employer, in its discretion,  will determine annually the amount of its
discretionary Employer Profit Sharing Contributions to the Plan, if any.

     You must  complete  1,000  Hours of  Service  during  the Plan  Year and be
employed on the last day of the Plan Year in order to share in the allocation of
the Employer's discretionary Profit Sharing Contribution for any Plan Year.

     For each Plan Year,  the Plan  Administrator  will allocate the  Employer's
Discretionary  Profit  Sharing  Contribution,  if any, to the separate  Employer
Contribution  Accounts maintained for Participants.  The Plan Administrator will
base this allocation upon each  Participant's  proportionate  share of the total
compensation  paid by the Employer during that Plan Year to all  Participants in
the Plan. For example, if your compensation for that Plan

                                        4
Year is 1% of the total  compensation  for all  participants for that particular
Plan Year, the Plan  Administrator will allocate 1% of the total Employer profit
sharing contribution for the Plan Year to your account.

     If there are  Participant  forfeitures  of  Employer  Discretionary  Profit
Sharing  Contributions  under the Plan, the Plan  Administrator will apply these
forfeitures   against  Employer   Matching  or   Discretionary   Profit  Sharing
Contributions otherwise due under the Plan.

             9. PARTICIPANT DIRECTED INVESTMENT OF ALL PLAN ACCOUNTS

     Eight separate  investment  funds are maintained  under the Plan.  They are
listed in Exhibit B. You may direct the Trustee to invest  your Salary  Deferral
Contribution  Account,  your Employer Matching  Contribution  Account, your $100
Initial Eligibility Bonus, and your Employer Profit Sharing Contribution Account
in full percentages (no fractions)  among these eight investment  funds. You may
change your investment  designation as of any business day following  receipt by
the Plan Administrator of your written instructions (on forms available from the
Plan  Administrator)  or of your telephoned  instructions  via the 401 (k) Daily
Access System  attached as Exhibit A. You may choose whether your new investment
designation  will  apply  to  future   contributions   only  or  to  the  future
contributions and amounts  previously  contributed to your Accounts in the Plan.
The value of each of your  Accounts in the Plan is  determined  as of the end of
each  business  day. If you have any questions  regarding  the  investment  fund
options you may contact the Committee.

                            10. HARDSHIP WITHDRAWALS

     You may  apply  in  writing  to the Plan  Administrator  at any time for an
emergency withdrawal from your Salary Deferral Contribution  Account.  Under the
Treasury Regulations,  such withdrawals may be made only for immediate and heavy
financial need which cannot be met by insurance,  borrowing or other  resources,
and the  amount  withdrawn  may not  exceed  the  amount  required  to meet  the
immediate financial need created by the emergency. The amount of withdrawal will
be  paid  to you as  soon  as  practicable  after  it is  approved  by the  Plan
Administrator. Determination of financial hardship will be made on a uniform and
non-discriminatory basis.

     Conditions  which warrant  approval of a  Participant's  application  for a
hardship  withdrawal  are  limited  to  medical  or  hospital  expenses  of  the
Participant  or  dependents,  purchase  (excluding  mortgage  payments)  of  the
Participant's  principal  residence,   payment  of  post-secondary   educational
expenses  (including  tuition,  fees and room and board expenses for the next 12
months)  for the  Participant  or the  Participant's  dependents,  or payment of
expenses which threaten  eviction from or the foreclosure of the mortgage on the
Participant's principal residence.

     Amounts  withdrawn may not be returned to the Plan. Your withdrawal will be
subject to Federal  income  tax,  and if you  request a  distribution  from your
Salary  Deferral  Contribution  Account  prior  to  attaining  age 59 1/2,  that
distribution will also be subject to a 10% early  distribution  penalty tax. You
may include in your hardship  withdrawal the amount of taxes you will incur as a
result of it. You should  consult a qualified  tax advisor  before  requesting a
hardship distribution from the Plan.

     Participants who make a hardship withdrawal may not make Elective Deferrals
or other  contributions  to the Plan for twelve  months  following  receipt of a
hardship distribution.

     Hardship  withdrawals  are  available  only  from  your  employee  elective
deferrals, and require the consent of your spouse, if you are married.
11. VESTING

     Vesting means acquiring a nonforfeitable right to benefits under the Plan.

     You will  always be 100  percent  vested in your $100  Initial  Eligibility
Bonus,  your Salary Deferral  Contribution  Account and the investment  earnings
thereon.

     Your vested  interest in your Employer  Matching  Contribution  Account and
Employer   Profit   Sharing    Contribution    Account   becomes   100%   vested
(nonforfeitable)  upon your attaining the Plan's normal retirement age or if you
terminate  employment  earlier because of death or disability.  If you terminate
employment  prior to retirement  for any reason other than death or  disability,
then your interest in your Employer Profit Sharing Contribution Account and your
Employer  Matching  Contribution  Account  becomes vested in accordance with the
following schedule,  depending on your Years of Service for the Employer to your
date of termination:

                                                 Percentage of
     Years of Service                     Non-Forfeitable Interest
     ----------------                     ------------------------
            0-3                                        0%
             3                                        20%
             4                                        40%
             5                                        60%
             6                                        80%
             7 or more                               100%

     The Prior Service of Employees with  predecessor  employers which have been
acquired by or merged into Northwest Savings Bank was recognized for purposes of
vesting the Employer  Matching and Profit  Sharing  Contributions  to their Plan
Accounts in  accordance  with the Schedule  attached as Exhibit C. This Schedule
also lists the date when these  Employees were  initially  eligible for the $100
bonus.

                   12. RETIREMENT BENEFITS - MANNER OF PAYMENT

     In order to receive the  retirement  benefit which you earn under the Plan.
you must complete the required forms available from the Plan Administrator. Your
retirement benefit will be paid to you as soon as  administratively  practicable
following your qualified  retirement,  and the receipt by the Plan Administrator
of the required  forms.  You have the option to take the value of your Northwest
Savings  Bank Stock  Account in stock or in cash or a  combination  of stock and
cash, as you select.  Your other accounts in the Plan will be distributed to you
in a lump sum in cash.

           13. PAYMENT OF BENEFITS UPON DEATH OR PERMANENT DISABILITY

     In the case of your death or total and permanent disability before actually
retiring, your total account balances will be paid to your Beneficiary in a lump
sum as soon as  administratively  feasible  following  your  death or total  and
permanent  disability.  You may select  any  Beneficiary  you wish,  and you may
change your  Beneficiary at any time by completing the proper form and returning
it to the Plan Administrator. If you are married at the time of your death, your
spouse will be the  Beneficiary of the death benefit unless you otherwise  elect
in writing on a beneficiary form available from the Plan  Administrator.  If you
wish to designate a Beneficiary other than your spouse, your spouse must consent
to waive any  rights to the death  benefit.  Your  spouse's  consent  must be in
writing and witnessed by a notary.

     It may be possible for you to defer federal and state income  taxation of a
distribution  by making a "rollover"  of your  Account  Balances in this Plan to
your own rollover individual  retirement account.  Consult your financial or tax
advisor on how to set up your individual retirement account to accept a rollover
from this Plan.

                                        6
14. PAYMENT OF BENEFITS PRIOR TO RETIREMENT

     If you  terminate  employment  for any reason  other than death,  total and
permanent disability or retirement, to receive the value of your vested accounts
in the  Plan  you must  make a  written  request  for  distribution  to the Plan
Administrator  on a form  available  from the Human  Resources  Department.  The
balance  of your  vested  accounts  will  be paid to you as soon as  practicable
following the close of the third  calendar month  following your  termination of
employment.  Upon payment of such  amounts,  your accounts  represented  thereby
shall be canceled.  The form of payment of your accounts in the Plan will be the
same as would be available to you at the time of your  retirement,  as described
in Section 12.

     However,  the Trustee may not postpone  distribution of your benefits later
than the taxable year in which you attain age 70 1/2.

                              15. INTEREST IN PLAN

     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

     When an event occurs which entitles you to a distribution  of your benefits
under  the  Plan,  the  Plan   Administrator  will  notify  you  regarding  your
distribution rights. If you disagree with the Plan Administrator's determination
of the  amount  of your  benefits  under the Plan or with  respect  to any other
decision the Plan  Administrator  may make  regarding your interest in the Plan,
the Plan contains the appeal procedure you should follow.  In brief, if the Plan
Administrator  determines  it  should  deny  benefits  to you,  it 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 Plan Administrator.  You,
or a duly authorized  representative,  must appeal the adverse  determination in
writing to the Plan Administrator 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 Plan Administrator's determination will be final and binding.

     If you  appeal to the Plan  Administrator,  you,  or your  duly  authorized
representative,  must submit the issues and comments  you feel are  pertinent to
permit  the  Plan  Administrator  to  re-examine  all  facts  and  make a  final
determination  with respect to the denial.  The Plan  Administrator  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 Plan  Administrator  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  which is
denied, or a determination is made with which your beneficiary disagrees.

                              17. MAKING ELECTIONS

     Any elections or choices you may make under the Plan (for example  choosing
your Beneficiary) should be made in writing on the forms available from the Plan
Administrator  (Human  Resources  Department)  or  pursuant  to your  telephoned
instructions,  to the  extent  permitted  by the 401  (k)  Daily  Access  System
attached  as  Exhibit  A.  Exhibit  A  is  subject  to  amendment  by  the  Plan
Administrator at any time upon notice to all Plan Participants.

                                       7
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 shall be entitled to:

     (a) Examine,  without charge, at the Plan Administrator's  office, all Plan
documents 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  Administrator  may  make a
reasonable charge for the copies.

     (c)  Receive a summary  of the Plan's  annual  financial  report.  The Plan
Administrator is required by law to furnish each Participant with a copy of this
summary annual report.

     (d)  Obtain a  statement  telling  you the  vested  amount in your  account
balances.  If you do not have a right to a benefit,  the statement will tell you
how many more years you have to work to get a right to a benefit. This statement
must be  requested  in writing and is not  required to be given 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 Plan.  The people
who operate your Plan are called "fiduciaries" of the Plan. and include the Plan
Administrator  and the Trustee.  They have a duty to operate the Plan  prudently
and in the interest of you and other Plan  Participants  and  beneficiaries.  No
one,  including  your  Employer or any other  person,  may fire you or otherwise
discriminate  against you in any way to prevent you from  obtaining a benefit or
exercising  your rights  under  ERISA.  if your claim for a benefit is denied in
whole or in part,  you must receive a written  explanation of the reason for the
denial. You have the right to have the Plan Administrator  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 m 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 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  office of the Pension and
Welfare  Benefits  Administration,  U.S.  Department  of  Labor,  listed in your
telephone  directory  or the  Division of Technical  Assistance  and  Inquiries,
Pension  and Welfare  Benefit  Administration,  U.S.  Department  of Labor,  200
Constitution Avenue, N.W., Washington, D.C., 20210.

                                        8
19. AMENDMENT OF TERMINATION

     The Employer intends that the Plan will continue indefinitely;  however, it
reserves the right to amend or terminate the Plan in its discretion. If the Plan
is  terminated,  you will receive  benefits under the Plan based on your Account
Balances  accumulated  to the  date of  termination  of the  Plan  and you  will
automatically be fully vested in your Account Balances  regardless of your Years
of Service.  The money which has been contributed to the Trust Fund must be used
to provide the  benefits  described  in this  Summary and may under only limited
circumstances be returned to the Employer.

     Because your benefits depend solely on the amount in your account,  the law
provides that the Plan is not insured under Title IV of the Employee  Retirement
Income Security Act of 1974.

                          20. NON-TRANSFERABLE INTEREST

     Generally,  Participants' interests in their Plan accounts, including their
"vested" interests, may not be alienated, that is sold, used as collateral for a
loan, given away or otherwise transferred. Also, Participants' creditors may not
attach, garnish or otherwise interfere with Participants' accounts.

     However,  the  Plan  Administrator  may be  required  by  law to  recognize
obligations you incur as a result of court ordered child support or alimony. The
Plan Administrator must honor a "qualified  domestic relations order",  which is
defined as a decree or order issued by a court that  obligates  you to pay child
support or alimony,  or otherwise allocates a portion of your assets in the Plan
to your spouse,  former spouse,  child or other  dependent.  If such an order is
received by the Plan  Administrator,  all or a portion of your  benefits  may be
used to satisfy the  obligation.  The Plan  Administrator  shall  determine  the
validity of any domestic relations order it receives.

     Also,  if, at the time a  Participant  or his  Beneficiary  is  entitled to
receive a benefit, he is indebted to the Plan, the Plan Administrator may direct
the Trustee to first  satisfy  that debt before  paying the benefit  over to the
Participant or Beneficiary.

                  21. 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" of your Account  Balances in
this Plan to your own rollover individual retirement account or to the qualified
retirement plan of another employer.

     Mandatory income tax withholding rules apply to some distribution which you
do not  rollover  directly  to an  individual  retirement  account or to another
qualified plan. At the time you receive a distribution,  you also will receive a
notice explaining withholding  requirements and the options available to you. We
emphasize  that you should  consult  your own tax  adviser  with  respect to the
proper method of reporting any distribution you receive from the Plan.

[GRAPHIC OMITTED]

[GRAPHIC OMITTED]

                                        9
EXHIBIT B
                                   ---------

                List of Investment Funds Offered Under the Plan

Investment Fund                           Description
---------------                           -----------

Fidelity Institutional
Cash Money Market                         Stable Value Fund

Fidelity Ginnie Mae                       Government National Mortgage
                                          Association Fund

Vanguard Balanced Index                   Balanced Index Fund of Common Stocks
                                          and Investment

                                          Grade Bonds

Fidelity Blue Chip Fund                   Large Capitalization Growth Stock Fund

Vanguard Windsor II                       Value Stock Fund

FPA Capital Fund                          Medium to Small Capitalization Value
                                          Stock Fund

T. Rowe Price Int'l Stock                 International Stock Fund

Northwest Savings Bank Stock              Employer Stock Fund
EXHIBIT C to Summary Plan Description for Northwest Savings Bank
        ----------------------------------------------------------------
                       s.401(k) Retirement Savings Bank
                       --------------------------------

              Schedule of Prior Service Recognized for Employees of
                              Predecessor Employers

     Prior  Service with the  Predecessor  Employers  listed in Column (1) below
which were  acquired or merged into the  Employer  at the  respective  Effective
Dates  listed in Column  (2) below are  recognized  for  purposes  of vesting of
employer  matching  and  profit  sharing  contributions  as listed in Column (3)
below.  The  respective  dates of  eligibility  for the $100 One-Time  Bonus are
indicated in Column (4) below.
(1)                                          (2)                               (3)                             (4)
                                                                     Prior Service Recognized
                                                                     for Purposes of Vesting
Predecessor                         Effective Date of                Employer Matching and              Date of Eligibility
Employer                            Merger/Acquisition               Profit Sharing Contributions?      for $100 Bonus
----------                          ------------------               -----------------------------      ---------------------
Bakerstown Savings
and Loan                            September 1, 1985                       Yes                         July 1, 1991
Colony Savings
and Loan                            May 27, 1986                            Yes                         July 1, 1991
Powell Consumer
Discount Co.                        July 25, 1986                           No                          July 1, 1991
Butler Consumer
Discount Company                    December 30, 1986                       Yes                         July 1, 1991
Thrift Financial
Services                            January 1, 1988                         No                          July 1, 1991
Horizon Savings
and Loan                            April 1, 1990                           Yes                         July 1, 1991
Steitz Savings
and Loan                            June 4, 1990                            Yes                         July 1, 1991
Preis Consumer
Discount Company                    November 1, 1991                        No                          January 1, 1992
American Federal
Savings Association                 March 7, 1992                           Yes                         April 1, 1992
Community Consumer
Discount Company                    May 5, 1993                             No                          July 1, 1994
Selected Mellon
Bank Offices - I                    September 25, 1993                      Yes                         October 1, 1993
Central Pennsylvania
Savings Association                 June 27, 1994                           Yes                         July 1, 1994

Zelie Consumer
Discount Company                    February 24, 1995                        Yes                         April1996
(1)                                          (2)                                (3)                               (4)

First Federal Savings
Bank of Kane                        March 29, 1996                             Yes                          April 1, 1996
First National Bank
of Centre Hall                      April 12, 1996                             Yes                          July 1, 1996
Bridgeville Savings
Bank                                February 24, 1997                          Yes                          April 1, 1997
Dubois Financial
Services                            March 1, 1997                              No                           April 1, 1998
Oil City Office of
First Western Bank                  October 11, 1997                           Yes                          January 1998
Selected National
City Bank Offices - I               December 15, 1997                          Yes                          January 1, 1998
Jamestown
Savings Bank                        September 1, 1998                          Yes                          October 1. 1998
Corry Savings Bank                  October 22, 1998                           Yes                          January 1999
Selected National
City Bank Offices - II              December 15, 1998                          Yes                          January 1999
Selected Mellon
Bank Offices - II                   June 24, 1999                              Yes                          January 1. 1999
Selected PNC Bank
Offices                             September 24, 1999                         Yes                          October 1, 1999
EXHIBIT 4.3

                     NORTHWEST 401(K)RETIREMENT SAVINGS PLAN
                       DEFERRAL / INVESTMENT ELECTION FORM
                    (Complete and return to Human Resources)

_________________________________            ___________________________________
Participant Name                             Department/Office

_________________________________            ___________________________________
Home Address                                 Social Security Number

__________________________________________________
Enrollment/Change Effective Date (next pay period)

--------------------------------------------------------------------------------
SECTION A: Deferral Election

(Please Check one)

[ ]  I elect to defer____% from my regular Salary per pay check for contribution
     to the Plan on a pre-tax basis.  (Select an even percentage,  not to exceed
     15%. The Plan  Administrator  may deduct a lower  percentage if required by
     IRS rules.  The first 6% of Employee  Salary  Deferrals  will receive a 50%
     Employer Matching Contribution to your account in the Plan.)

[ ]  do not wish to make Salary Deferral Contributions to the Plan at this time.
     I understand  that my Plan  account will not receive any Employer  Matching
     Contributions,   (You  must  still   complete   Section  13  for   Employer
     Contributions other than Employer Matching,  i.e., $100 Initial Eligibility
     Bonus.)

--------------------------------------------------------------------------------
SECTION B: Investment Election

Indicate in Column 1, below,  the  percentage  of your  future  Salary  Deferral
Contributions  that you wish to invest in each Fund offered by the Plan. (Future
Employer Matching Contributions,  your $100 Initial Eligibility Bonus and Profit
Sharing  Contributions will be invested in the same manner. ) Indicate in Column
2, below,  the percentage of your current  balances in the Plan  (including past
Employer  Contributions  to your account),  that you wish to invest in each Fund
offered  by the Plan.  Use full  percentage,  not  fractions.  Be sure that each
column adds up to 100%.  Complete both columns  whenever  making any  Investment
Election.  Enter the same percentages in both columns if you wish to invest your
current Plan balances the same way as you want future contributions to your Plan
account to be invested.
COLUMN I                COLUMN 2
==================================================================================================================
                                                                        Percentage of           Percentage of
  Investment Fund                             Description                 All Future              All Current
                                                                        Contributions           Plan Balances*
------------------------------------------------------------------------------------------------------------------
Fidelity Money Market                     Stable Value Fund
Fidelity Ginnie Mae                           Bond Fund
Vanguard Balanced Index              Balance of Stocks and Bonds
Fidelity Blue Chip Fund              Large Company Growth Stock
Vanguard Windsor II                       Value Stock Fund
FPA Capital Fund                      Small Company Stock Fund
T. Rowe Price Int'1 Stock            International Stock Fund
Northwest Savings Bank Stock             Employer Stock Fund
TOTALS                                  (not to exceed 100'%)                100%                    100%
==================================================================================================================
* Current Plan Balances are calculated as of the end of each day.
The Investment  Directions set forth shall be effective in (the first pay period
following receipt by Human Resources of this form provided that it is properly
signed,  completed and delivered to Human Resources.  Any amounts deducted from
your pay  pursuant  to your  Deferral  instructions  shall be held in the  Money
Market Account pending investment in the Fund(s) which you designate.

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

SECTION C: Authorization and Assumption of Responsibility
           for Investment Decisions
           ------------------------

I authorize my Employer,  Northwest Savings Bank, to make the deductions from my
pay as indicated for  contribution  to my account in the Plan and to invest such
contributions, along with all Employer Contributions held and made to my account
in the plan, in accordance  with my Investment  Directions in Columns 1 and 2 on
this form.

I understand that my Employer, Northwest Savings Bank, assumes no responsibility
for the investment performance or results of any of the Investment Funds which I
have  selected  for the  investment  of my  contributions  and of my  Employer's
contributions  to my account in the Plan.  I accept full  responsibility  for my
investment decisions.

I further understand that if, as an employee of Northwest Savings Bank, I become
aware of material confidential information regarding the financial or operating
condition  of the  Bank,  I will be  legally  prohibited  from  acting  on said
information by increasing or reducing my interest in the Employer Stock Fund (or
in  any  other  securities  of  the  Employer)  prior  to the  release  of  said
information to the investing public.

EVEN IF YOU DO NOT ELECT TO                                _____________________
MAKE SALARY DEFERRAL                                       Signature
CONTRIBUTIONS, THIS FORM
MUST BF SIGNED AND RETURNED.                               _____________________
                                                           Date
EXHIBIT 5

July 21, 2000                                                   (202) 274-2000

Board of Directors
Northwest Bancorp, Inc.
Liberty Street and Second Avenue
Warren, Pennsylvania 16365-2353

                  Re:      Northwest Retirement Savings Plan
                           Registration Statement on Form S-8

Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the  registration of  participation  interests in the Northwest
Retirement  Savings Plan (the "Plan").  We have reviewed the Northwest  Bancorp,
Inc.'s (the "Company")  Articles of  Incorporation,  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 be 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
                                        ------------------------------------
                                        Luse Lehman Gorman Pomerenk & Schick
                                        A Professional Corporation
EXHIBIT 23.2

                                               [KPMG LLP Letterhead]

                                          Consent of Independent Auditors

We consent to the incorporation by reference in this  registration  statement of
Northwest Bancorp, Inc. (the "Company") on Form S-8 for the Northwest Retirement
Savings Plan of our report dated August 20, 1999, on the consolidated  financial
statements of Northwest Bancorp,  Inc. as of June 30, 1999 and 1998, and for the
years  ended June 30,  1999,  1998 and 1997,  included in the  Company's  annual
report on Form 10-K for the year ended June 30, 1999,  incorporated by reference
in this Form S-8.

/s/ KPMG LLP

Pittsburgh, Pennsylvania
July 18, 2000