Registration No. 333-_______________.
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          ---------------------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                          ---------------------------


                             Mylan Laboratories Inc.
               (Exact Name of Issuer as specified in its charter)
          Pennsylvania                                 25-1211621
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)
                 1030 Century Building
                  130 Seventh Street
               Pittsburgh, Pennsylvania                       15222
       (Address of principal executive offices)             (Zip Code)

                          Bertek Pharmaceuticals, Inc.
                          401(k) Savings Plan and Trust
                              (Full Title of Plan)

                                  Milan Puskar
                             Chief Executive Officer
                              1030 Century Building
                               130 Seventh Street
                         Pittsburgh, Pennsylvania 15222
                     (Name and address of agent for service)

                                 (412) 232-0100
          (Telephone number, including area code, of agent for service)



                                    Copy to:
                            David G. Edwards, Esquire
                            Doepken Keevican & Weiss
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                              <C>                       <C>                          <C>                       <C>
    Title of Securities              Amount to be             Proposed Maximum        Proposed Maximum               Amount of
      to be Registered              Registered (1)             Offering Price             Aggregate            Registration Fee (2)
                                                                per Share (2)        Offering Price (2)
Common Stock $.01 par                   250,000                    $20.25                $5,062,500                  $1,493.44
value
</TABLE>

(1)  Plus any additional  shares that may hereafter  become issuable as a result
     of   the   adjustment   and   antidilution   provisions   of   the   Bertek
     Pharmaceuticals, Inc. 401(k) Savings Plan and Trust.


(2)  Estimated for the purpose of calculating the  registration  fee pursuant to
     Rule 457(c) for the shares registered hereunder, being the average ($20.25)
     of the high ($20.50) and low ($20.00)  prices for the  Registrant's  Common
     Stock on the New York Stock Exchange on December 17, 1997.

In accordance  with Rule 464 under the Securities Act of 1933, as amended,  this
Registration Statement is effective automatically on the date of filing with the
Securities and Exchange Commission.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.



<PAGE>



PART I.           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

The  documents   containing  the  information   specified  in  Part  I  of  this
Registration  Statement  will be sent or  given  to plan  participants  by Mylan
Laboratories  Inc.  (the  "Registrant")  as specified  by Rule  428(b)(1) of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the  "Commission")  either  as  part  of this  Registration  Statement  or as a
prospectus or prospectus  supplement  pursuant to Rule 424. These  documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the Securities  Act. Copies of
the  information  incorporated  by refence in Item 3 of Part II of this Form S-8
will be delivered to plan  participants,  without  charge,  upon written or oral
request  made  to  Patricia  A.  Sunseri,  Vice  President-Investor  and  Public
Relations, 130 Seventh Street, 1030 Century Building, Pittsbsurgh,  Pennsylvania
15222, telephone (412) 232-0100.


PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed  with  the  Commission  by the  Registrant
pursuant to the Exchange Act are incorporated by reference in this Prospectus:

     1. Annual Report on Form 10-K for the year ended March 31, 1997.

     2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.

     3.   Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1997.

     4.   The  description  of the  Registrant's  Common  Stock  included in the
          Registration Statement on Form 8-A filed April 3, 1986.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Registrant  by  Doepken,  Keevican  &Weiss  Professional  Corporation,
Pittsburgh, Pennsylvania. Robert W. Smiley, who is of counsel to the law firm of
Doepken  Keevican & Weiss,  is also a Director  and  Secretary  of, and  General
Counsel to, the Registrant.

Item 6.  Indemnification of Directors and Officers

     In accordance with the Pennsylvania  Business Corporation Law (the "PBCL"),
the Registrant's  By-Laws provide that a director of the Registrant shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any  action,  unless the  director  has  breached  or failed to perform the
duties  required  under  Pennsylvania  law and the  breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

     As permitted by PBCL, the  Registrant's  By-Laws provide that directors and
officers of the  Registrant  are  indemnified  under certain  circumstances  for
expenses, judgments, fines or settlements incurred in connection with

                                        1

<PAGE>



suits and other  legal  proceedings.  The PBCL allows  indemnification  in cases
where the person "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."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

4.1  Bertek Pharmaceuticals, Inc. 401(k) Savings Plan and Trust.

4.2 Amended and Restated Articles of Incorporation of the Registrant.

4.3  Bylaws of the Registrant, as amended to date.

5.1  Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1 Consent of Doepken Keevican & Weiss Professional  Corporation  (included in
     the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2 Consent of  Deloitte & Touche LLP  relating to its report  regarding  Mylan
     Laboratories Inc.

23.3 Consent of Deloitte & Touche LLP relating to its report regarding  Somerset
     Pharmaceuticals, Inc.

24.1 Powers  of  Attorney  (included  on  signature  page  of  the  Registration
     Statement).

Item 9.  Undertakings.

The 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:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in this registration statement;

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

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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


                                        2

<PAGE>



     (3) 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  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

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

     (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
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.


                                        3

<PAGE>



                                   SIGNATURES


     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  Pittsburgh,  State of  Pennsylvania,  on December 22,
1997.

                             Mylan Laboratories Inc.
                             (Registrant)

                    By:      /s/  Milan Puskar
                             Milan Puskar, Chairman and Chief Executive Officer


     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
undersigned, being the administrators of the Bertek Pharmaceuticals, Inc. 401(k)
Savings  Plan and Trust,  have duly caused  this  Registration  Statement  to be
signed on its behalf by the  undersigned,  thereunto duly authorized in the City
of Houston, State of Texas, on December 22, 1997.

                                  Bertek 401(k) Savings Plan and Trust


                                       /s/David Satter
                                  David Satter, Plant Administrator


                                       /s/William Richardson
                                  William Richardson, Plan Administsrator



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Milan Puskar and Patricia A. Sunseri and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-  in-fact and agents of any of them, or any substitute or substitutes,
lawfully do or cause to be done by virtue hereof.

                                        4

<PAGE>



         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 dates indicated.

   SIGNATURE                     TITLE                          DATE
--------------------------------------------------------------------------------

/s/ Milan Puskar              Chairman, Chief Executive       December 22, 1997
Milan Puskar                   and President (principal
                               executive officer)

/s/ Dana G. Barnett           Executive Vice President        December 22, 1997
Dana G. Barnett                and Director

 Laurence S. DeLynn           Director                        December 22, 1997
Laurence S. DeLynn

/s/ Robert W. Smiley          Secretary and Director          December 22, 1997
Robert W. Smiley

/s/ Patricia A. Sunseri       Vice President and Director     December 22, 1997
Patricia A. Sunseri

/s/ John C. Gaisford          Director                        December 22, 1997
John C. Gaisford, M.D.

C.B. Todd                 Senior Vice President               December 22, 1997
C.B. Todd                      and Director

/s/ Donald C. Schilling       Vice President of Finance       December 22, 1997
Donald C. Schilling           (principal accounting and
                               financial officer)


                                        5

<PAGE>



                               Index to Exhibits

4.1         Bertek Pharmaceuticals, Inc. 401(k) Savings Plan and Trust.

                                         Exhibit 4.1

                                  ADOPTION AGREEMENT #001
               NONSTANDARDIZED CODE ss.401(k) PROFIT SHARING PLAN

         The undersigned, Bertek Pharmaceuticals Inc. ("Employer"), by executing
this Adoption Agreement,  elects to become a participating Employer in the Texas
Commerce Ban National  Association Defined  Contribution Master Plan (basic plan
document  #03) by  adopting  the  accompanying  Plan and Trust in full as if the
Employer  were a signatory  that  Agreement.  The Employer  makes the  following
elections granted under the provisions under the Master Plan.


                                    ARTICLE I
                                   DEFINITIONS

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

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

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

     1.03  PLAN.  The  name  of the  Plan  adopted  by the  Employer  is  Bertek
     Pharmaceuticals Inc. 401(k) Savings Plan and Trust.

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

[ ]   (a) No exclusions.

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

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

[ ]   (d)      Commission Salesmen.

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

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

[ ]   (g)      (Specify)___________________ .


                                            1.

<PAGE>



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

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

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

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

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

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

         1.12     COMPENSATION.

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

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

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

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

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

[ ]  (d)   The   plan   excludes    Compensation    in   excess   of   $   .
     -----------------------

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

[ ]  (f)      The Plan excludes bonuses.

[ ]  (g)      The Plan excludes overtime.

[ ]  (h)      The Plan excludes Commissions.

[ ]  (i) Compensation  will not include  Compensation  from a related employer
     (as  defined  in  Section  1.30  of the  Plan)  that  has  not  executed  a
     Participation Agreement in this Plan unless,

                                        2.

<PAGE>



pursuant to Adoption  Agreement  Section  1.07,  the  Employees  of that related
employer are eligible to participate in this Plan.

[ ]   (j)      (Specify)

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

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

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

[ ]   (l)      (Specify)

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

[x]   (m)      No exceptions.

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

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

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

[ ]   (o)      (Specify)______________________________.


         1.17     PLAN YEAR/LIMITATION YEAR.

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

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

[ ]  (b)      (Specify)_______________________________.

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

[x]  (c)      The Plan Year.

                                                        3.

<PAGE>



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

         1.18     EFFECTIVE DATE.

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

Restated  Plan. The restated  Effective Date is January 1, 1996.  This Plan is a
substitution  and  amendment  of  an  existing   retirement  plan(s)  originally
established January 1, 1985. [Note: See the Effective Date Addendum.]

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

[x]   (a)      The actual method.

[ ]   (b)      The_______________ equivalency method, except:

         [ ]      (1)      No exceptions.

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

                  [ ]      (i)       Participation under Article II.

                  [ ]      (ii)     Vesting under Article V.

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

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

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

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

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

[x]      (c)     Except the following Service: Service prior to January 1, 1998.

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


                                       4.

<PAGE>



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

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

[ ]      (b) The Advisory Committee will reduce a Leased Employee's allocation
         of Employer nonelective  contributions (other than designated qualified
         nonelective  contributions)  under this Plan by the  Leased  Employee's
         allocation under the leasing  organization's  plan, but not only to the
         extent that allocation is attributable to the Leased Employee's service
         provided to the Employer. The leasing organization's plan:

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

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


                                   ARTICLE III
                              EMPLOYEE PARTICIPANTS

         2.01     ELIGIBILITY.

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

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

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

         [ ]      (1)      One Year of Service

         [x]      (2)      6 months (not exceeding 12) following the Employee's 
                                Employment Commencement Date.

         [ ]      (3)      One Hour of Service.

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

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

                                       5.

<PAGE>



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

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

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

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

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

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

               [ ] (iii) One Hour of Service.

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

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

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

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

[x]      (f)      (Specify entry dates) January 1, April 1, July 1 or October 1.

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

[x]      (g)      immediately following

[ ]      (h)      immediately preceding

[ ]      (i)      nearest

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

                                       6.

<PAGE>



and service  requirements of Code ss.410(a);  or (2) 6 months after the date the
Employee completes those requirements.]

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

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

         [x]      (1)      No exceptions.

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

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

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

         [ ]      (2) Under the  eligibility  conditions  in effect  under the
                  Plan prior to the  restated  Effective  Date.  If the restated
                  Plan  required  more than one Year of Service to  participate,
                  the   eligibility   condition   under  this   Option  (2)  for
                  participation  in the Code ss. 401(k)  arrangement  under this
                  Plan is one Year of Service for the Plan Years beginning after
                  December 31, 1998. [For restated plans only]

         [ ]      (3)      (Specify)_______________________.
                                      
         2.02     YEAR OF SERVICE - PARTICIPATION

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

[ ]      (a)      1,000 Hours of Service

[x]      (b)         1   Hours of Service

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

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

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

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


                                       7.

<PAGE>



         2.03     AMOUNT.

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

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

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

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

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

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

[x]      (d)      Nonelective contributions. 
                      (Choose any combination of (1) through (3))

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

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

         [ ]      (3)______ % of Net Profits but not more than ________.
                                                        

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

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

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


                                       8.

<PAGE>



[ ]      (g)      Must have current or accumulated Net Profits to make its 
                  annual contribution under this Plan.

[ ]      (g)      Must have current not accumulated 
                  Net Profits exceeding $                    To make the
                                           ------------------
                    following contributions: (Choose at least one)

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

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

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

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

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

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

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

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

     [x]  (1)  An   amount   equal  to  50%  of  each   Participant's   eligible
          contributions for the Plan Year.

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


                                       9.

<PAGE>



     [ ]   (3) Discretionary formula.

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

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

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






         Number of Years of Service                 Matching Percentage

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

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


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

                    [x]    (i)      Exceed $1,200.00.

                    [ ]    (ii)     Be less than__________________ .

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

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

         [x]        (1)    Salary reduction contributions.


                                                        10.

<PAGE>



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

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

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

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

         [x]        (2)  The  Advisory   Committee   will   disregard   eligible
                    contributions  exceeding six percent (6%) of a Participant's
                    Compensation.

          [ ]    (3) The  Advisory  Committee  will  treat as the first  tier of
               eligible     contributions,     an    amount    not    exceeding:
               ___________________________.

               The subsequent tiers of eligible contributions are:  __________.

         [ ]        (4)    (specify)  _____________________________________.

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

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

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

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

     [x]  (ii) May not exceed 17% of Compensation for the Plan Year,  subject to
          the annual additions limitation described in Part 2 of Article III and
          the 402(g) limitation described in Section 14.07 of the Plan.

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

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

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


                                       11.

<PAGE>



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

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

         [ ]   (iv)  (Specify,  but must be at least once per Plan Year) As of
               any payroll period.

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

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

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

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

         [x]        (iv)  (Specify,  but  must be at least  once  per Plan  Year
                    following the Plan Year of  revocation)  As of the first day
                    of a Plan quarter.

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

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

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

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

         [x]        (iv) (specify,  but must permit an increase or a decrease at
                    least  once per Plan  Year)  as of the  first  day of a Plan
                    quarter.

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

         [ ]        (1)    All or any portion

         [ ]        (2)    _______________________%.

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


                                       12.

<PAGE>



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

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

         [x]        (1)    Regular Matching Contributions Account.

                    (2)    Qualified Matching Contributions Account.

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

[x]      (b) Special  Allocation Dates for Salary Reduction  Contributions.  The
         Advisory  Committee will allocate salary reduction  contributions as of
         the  Accounting  Date  and as of the  following  additional  allocation
         dates: As soon as  administratively  feasible  following receipt by the
         Trustee.

[x]      (c) Special Allocation Dates for Matching  Contributions.  The Advisory
         Committee  will allocate  matching  contributions  as of the Accounting
         Date and as of the following  additional  allocation  dates: As soon as
         administratively feasible following receipt by the Trustee.

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

         [ ]        (1)    All Participants.

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

         [ ]        (3)  (Specify) ____________________________________________.

Part II.  Method  of  Allocation  -  Nonelective  Contribution.  Subject  to any
restoration  allocation required under Section 5.04, the Advisory Committee will
allocate  and credit  each  annual  nonelective  contribution  (and  Participant
forfeitures treated as nonelective  contributions) to the Employer Contributions
Account of each  participant  who satisfies  the  conditions of Section 3.06, in
accordance with the allocation  method selected under this  Section3.04.  If the
Employer  elects  Option (3)(3) Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants,  "Compensation" does not include any
exclusions  elected  under  Adoption  Agreement  Section  1.12  (other  than the
exclusion of elective contributions),  and the Advisory Committee must take into
account the  participant's  Compensation  for the entire  Plan Year.  (Choose an
allocation  method under (e),  (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in additional to any other election.)


                                       13.

<PAGE>



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

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

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

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

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

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

         [ ]        (1)    No other Participant

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

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


                                       14.

<PAGE>



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

[ ]      (h) Four-Tiered  Integrated  Allocation Formula.  First, the Advisory
         Committee will allocate the annual Employer  nonelective  contributions
         in the same ratio  that each  Participant's  Compensation  for the Plan
         Year bears to the total  Compensation of all  Participants for the Plan
         Year, but not exceeding 3% of each Participant's  Compensation.  Solely
         for purposes of this first tier allocation,  a "Participant"  means, in
         addition to any participant  who satisfies the  requirements of Section
         3.06 for the Plan Year, any other  Participant  entitled to a top heavy
         minimum allocation under Section 304(B) of the Plan.

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

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

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

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

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

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

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

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

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


                                       15.

<PAGE>



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

<TABLE>
<C>       <S>                              <S>                                       <S>
        Integration Level (as                 Applicable Percentages for                Applicable Percentages
   percentage of taxable wage base)            Option (f) or Option (g)                     for Option (h)
100%                                                     5.7%                                    2.7%
More than 80% but less than 100%                         5.4%                                    2.4%
More than 20% (but not less than
$10,001) and not more than 80%                           4.3%                                    1.3%
20% (or $10,000, if greater) or less                     5.7%                                    2.7%


</TABLE>

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

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

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

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

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

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

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


                                       16.

<PAGE>



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

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

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

[ ]      (n) Only to the  Participants  directly  employed by the contribution
         Employer.  If a Participant  receives  Compensation  from more than one
         contributing  Employer,  the  Advisory  Committee  will  determine  the
         allocations  under this  Adoption  Agreement  Section 3.04 by prorating
         among the participating  Employers the Participant's  Compensation and,
         if applicable, the Participant's Integration Level under Option (i).

         3.05  FORFEITURE  ALLOCATION.  Subject  to any  restoration  allocation
required  under  Sections 5.04 or 9.14,  the Advisory  Committee will allocate a
Participant  forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c)
and (d) are optional in addition to (a) or (b))

[ ]      (a) As an  Employer  nonelective  contribution  for the Plan  Year in
         which the forfeiture  occurs, as if the Participant  forfeiture were an
         additional nonelective contribution for that Plan Year.

[x]  (b)  To  reduce  the  Employer   matching   contributions  and  nonelective
     contributions for the Plan Year: (Choose (1) or (2)

         [ ]        (1)    in which the forfeiture occurs.

         [x]        (2)    immediately following the Plan Year in which the
                           forfeiture occurs.

[ ]      (c)        To the extent attributable to matching contributions:  
                           (Choose (1), (2) or (3))

         [ ]        (1)    In the manner elected under Options (a) or (b).

         [ ]        (2)    First to reduce Employer matching contributions for
                           the Plan Year:  (Choose (i) or (ii))

                    [ ]    (i)      in which the forfeiture occurs,

                    [      ] (ii)  immediately  following the Plan Year in which
                           the forfeiture  occurs,then as elected in Options (a)
                           or (b).


                                                        17.

<PAGE>



         [ ]        (3) As a discretionary  matching contribution for the Plan
                    Year in which the forfeiture  occurs,  in lieu of the manner
                    elected under Options (a) or (b).

[ ]      (d) First to reduce the Plan's ordinary and necessary  administrative
         expenses  for the Plan  Year  and  then  will  allocate  any  remaining
         forfeitures  in the  manner  described  in  Options  (a),  (b) or  (c),
         whichever  applies.  If the Employer elects Option (c), the forfeitures
         used to reduce Plan expenses: (Choose (1) or (2))

         [ ]        (1)    relate proportionately to forfeitures described in 
                    Option (c) and to forfeitures described in 
                    Options (a) or (b).

         [ ]        (2)    relate first to forfeitures described in Option_____.

Allocation of forfeited excess aggregate  contributions.  The Advisory Committee
will  allocate any forfeited  excess  aggregate  contributions  (as described in
Section 14.09): Choose (e) (f) or (g))

[x]      (e)        To reduce Employer matching contributions for the Plan Year:
                   (Choose (1) or (2))

         [ ]        (1)    in which the forfeiture occurs.

         [x]        (2)    immediately following the Plan Year in which the 
                           forfeiture occurs.

[ ]      (f) As Employer  discretionary  matching  contributions  for the Plan
         Year in  which  forfeited,  except  the  Advisory  Committee  will  not
         allocate  these  forfeitures  to the Highly  Compensated  Employees who
         incurred the forfeitures.

[ ]      (g) In accordance  with Options (a) through (d),  whichever  applies,
         except the Advisory Committee will not allocate these forfeitures under
         Option (a) or under Option (c)(3) to the Highly  Compensated  Employees
         who incurred the forfeitures.

         3.06       ACCRUAL OF BENEFIT.

Compensation  taken into account.  For the Plan Year in which the Employee first
becomes a Participant,  the Advisory  Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

[ ]      (a)        The Employee's Compensation for the entire Plan Year.

[x]  (b) The Employee's  Compensation  for the portion of the Plan Year in which
     the Employee actually is a Participant in the Plan.

Accrual  Requirements.  Subject to the  suspension  of accrual  requirements  of
Section  3.06(E)  of the Plan,  to  receive an  allocation  of cash or  deferred
contributions,   matching   contributions,   designated  qualified   nonelective
contributions,  nonelective  contributions and Participant forfeitures,  if any,
for

                                       18.

<PAGE>



the Plan Year,  a  Participant  must  satisfy the  conditions  described  in the
following elections: (Choose (c) or at least one of (d) through (f))

[  ]     (c) Safe harbor rule. If The  Participant is employed by the Employer
         on the last day of the Plan Year,  the  Participant  must  complete  at
         least one Hour of Service for that Plan Year. If the Participant is not
         employed  by the  Employer  on the  last  day of  the  Plan  Year,  the
         Participant must complete at least 501 Hours of Service during the Plan
         Year.

[x]      (d) Hours of Service  condition.  The  Participant  must  complete  the
         following  minimum  number of Hours of  Service  during  the Plan Year:
         (Choose at least one of (1) through (5))

         [ ]        (1)    1,000 Hours of Service

         [ ]        (2)    (Specify, but the number of Hours of Service may not 
                            exceed 1,000) one (1).
                                                   

         [x]        (3)    No Hour of Service requirement if the Participant 
                           terminates employment during the Plan Year on account
                           of:  (Choose (i), (ii) or (iii))

                    [x]    (i)      Death.

                    [x]    (ii)     Disability.

                    [x]    (iii)  Attainment  of  Normal  Retirement  Age in the
                           current Plan Year or in a prior Plan Year.

         [  ]       (4) ______ Hours of Service (not  exceeding  1,000) if the
                    Participant  terminates  employment with the Employer during
                    the Plan Year, subject to any election in Option (3).

         [ ]        (5)    No Hour of Service requirement for an allocation of 
                    the following contributions:  _____________________________.

[x]      (e)  Employment  condition.  The  Participant  must be  employed by the
         Employer on the last day of the Plan Year,  irrespective  of whether he
         satisfies  any Hours of Service  condition  under Option (d),  with the
         following exceptions: (Choose (1) or at least one of (2) through (5))

         [ ]        (1)    No exceptions.

         [x]        (2)    Termination of employment because of death.

         [x]        (3)    Termination of employment because of disability.

         [x]        (4)    Termination of employment following attainment of 
                           Normal Retirement Age.


                                       19.

<PAGE>



         [ ]        (5)    No employment condition for the following 
                                            contributions:  _____________.

[x]      (f) (Specify other  conditions,  if applicable):  A Participant must be
         employed  on the last  day of a Plan  quarter  to  receive  a  matching
         contribution.

Suspension of Accrual  Requirements.  The suspension of accrual  requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

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

[x]      (h)        Does not apply to the Employer's Plan.

[ ]      (i)        Applies in modified form to the Employer's Plan, as 
                    described in an addendum to this Adoption Agreement, 
                    numbered Section 3.06(E).

Special accrual requirements for matching  contributions.  If the Plan allocates
matching  contributions  on two or more  allocation  dates for a Plan Year,  the
Advisory  Committee,  unless  otherwise  specified in Option (l), will apply any
Hours of Service  condition by dividing  the required  Hours of Service on a pro
rata basis to the allocation periods included in that Plan Year. Furthermore,  a
Participant  who satisfies the conditions  described in this Adoption  Agreement
Section  3.06  will  receive  an  allocation  of  matching   contributions  (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following  additional  condition(s):  (Choose (j) or lat least one of (k) or
(l))

[ ]      (j)        No additional conditions.

[ ]      (k)        The Participant is not a Highly Compensated Employee for the
                    Plan Year.  This Option (k) applies to:  (Choose (1) or (2))

         [ ]        (1)    All matching contributions.

         [ ]        (2)    Matching contributions described in Option(s) _______
                           of Adoption Agreement Section 3.01.

[x]      (l)  (Specify)  (1) Excess  matching  contributions  will be  forfeited
         unless distributed  pursuant to Section 14.08 or 14.09. (2) An employee
         who participates in the Jefferson Pilot Retirement Plan shall not share
         in an allocation of matching contributions.

         3.15       MORE THAN ONE PLAN LIMITATION.  If the provisions of Section
                    3.15 apply, the Excess Amount attributed to this Plan 
                    equals:  (Choose (a), (b) or (c))

[ ]      (a)        The product of:

                    (i) the  total  Excess  Amount  allocated  as of  such  date
                    (including  any amount  which the Advisory  Committee  would
                    have  allocated  but for the  limitations  of Code  ss.415),
                    times

                                       20.

<PAGE>



                    (ii)  the  ratio  of  (1)  the  amount   allocated   to  the
                    Participant  as of such date under this Plan  divided by (2)
                    the  total  amount  allocated  as of  such  date  under  all
                    qualified defined  contribution  plans  (determined  without
                    regard to the limitations of Code ss.415).

[x]      (b)        The total Excess Amount.

[ ]      (c)        None of the Excess Amount.

         3.18       DEFINED BENEFIT PLAN LIMITATION.

Application of limitation.  The limitation under Section 3.18 of the Plan:  
                                  (Choose (a) and (b))

[x]      (a) Does not apply to the Employer's Plan because the Employer does not
         maintain and never has  maintained a defined  benefit plan covering any
         Participant in this Plan.

[ ]      (b)Applies to the Employer's Plan.  To the extent necessary to satisfy
         the limitation under Section 3.18, the Employer will reduce:  
                           (Choose (1) or (2))

         [  ]      (1) The  Participant's  projected annual benefit under the
                    defined   benefit   plan   under   which   the   Participant
                    participates.

         [  ]       (2)  Its  contribution  or  allocation  on  behalf  of the
                    Participant to the defined contribution plan under which the
                    Participant   participates  and  then,  if  necessary,   the
                    Participant's  projected  annual  benefit  under the defined
                    benefit plan under which the Participant participates.

[Note: If the Employer  selected (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination  with top heavy minimum  allocation.  The Advisory  Committee  will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications:
(Choose (c) or at least one of (d) or (e))

[ ]      (c)        No modifications.

[        ] (d) For Non-Key  Employees  participating  only in this Plan, the top
         heavy minimum allocation is the minimum allocation described in Section
         3.04(B)  determined  by  substituting  ___% (not less than 4%) for "3%,
         except: (Choose (i) or (ii))

         [ ]        (i)    No exceptions.

         [ ]        (ii)   Plan Years in which the top heavy ratio exceeds 90%.

[ ]      (e)        For Non-Key Employees also participating in the defined
                    benefit plan, the top heavy minimum is:  (Choose (1) or (2))

                                       21.

<PAGE>



         [ ]        (1)  5% of Compensation (as determined under Section 3.04(B
                    or the Plan) irrespective of the contribution rate of any 
                    Key Employee, except:  (Choose (i) or (ii))

                    [ ]    (i)      No exceptions.

                    [ ]    (ii)     Substituting "7 1/2%" for "5%" if the top 
                    heavy ratio does not exceed 90%.

         [ ]        (2)    0%.  [Note:  The Employer may not select this 
                    Option (2) unless the defined benefit plan satisfies the top
                    heavy minimum benefit requirements of Code ss.416
                    for these Non-Key Employees.]

Actuarial  Assumptions  for Top Heavy  Calculation.  To determine  the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions   to  value  accrued   benefits   under  a  defined   benefit  plan:
_________________________________________________.

If the  elections  under this  Section 3.18 are not  appropriate  to satisfy the
limitations  of Section 3.18, or the top heavy  requirements  under Code ss.416,
the Employer  must  provide the  appropriate  provisions  in an addendum to this
Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

         4.01      PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan:(Choose (a)
or (b); (c) is available only with (b))

[x]      (a)        Does not permit Participant nondeductible contributions.

[ ]      (b)        Permits Participant nondeductible contributions, pursuant 
         to Section 14.04 of the Plan.

[        ]  (c)  The  following  portion  of  the  Participant's   nondeductible
         contributions  for the Plan  year  are  mandatory  contributions  under
         Option (i)(3) of Adoption Agreement Section 3.01:
         (Choose (1) or (2))

         [ ]        (1)    The amount which is not less than: _________________.

         [ ]        (2)    The amount which is not greater than:  _____________.

Allocation   dates.   The  Advisory   Committee   will  allocate   nondeductible
contributions  for each Plan Year as of the  Accounting  Date and the  following
additional allocation dates: (Choose (d) or (e))

[ ]      (d)        No other allocation dates.

[ ]      (e)        (Specify) _________________________________.

                                       22.

<PAGE>



As of an allocation date, the Advisory  Committee will credit all  nondeductible
contributions  made  for  the  relevant  allocation  period.   Unless  otherwise
specified in (e), a nondeductible  contribution  relates to an allocation period
only if actually  made to the Trust no later than 30 days after that  allocation
period ends.

     4.05  PARTICIPANT  CONTRIBUTION -  WITHDRAWAL/DISTRIBUTION.  Subject to the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's  Mandatory  Contributions Account, if any, prior to his Separation
from Service. (Choose (a) or at least one of (b) through (d))

[ ]      (a)        No distribution options prior to Separation from Service.

[ ]  (b)  The  same  distribution  options  applicable  to  the  Deferral
         Contributions  Account  prior  to  the  Participant's  Separation  from
         Service, as elected in Adoption Agreement Section 6.03.

[ ]      (c)        Until he retires, the Participant has a continuing election 
         to receive all or any portion of his Mandatory Contributions Account 
         if:  (Choose (1) or at least one of (2) through (4))

         [ ]        (1)    No conditions.

         [          ] (2) The mandatory  contributions  have  accumulated for at
                    least  ____  Plan  Years  since  the  Plan  Year  for  which
                    contributed.

         [ ]        (3)    The Participant suspends making nondeductible 
                    contributions for a period of ____ months.

         [ ]        (4)    (Specify) ___________________________________.

[ ]      (d)        (Specify) _______________________________________.


                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

         5.01       NORMAL RETIREMENT.  Normal Retirement Age under the Plan is:
                               (Choose (a) or (b))

[ ]      (a)        ____ [State age, but may not exceed age 65].

[x]      (b) The later of the date the  Participant  attains  65 years of age or
         the 5th  anniversary  of the  first  day of the Plan  Year in which the
         Participant commenced  participation in the Plan. [The age selected may
         not exceed age 65 and the anniversary selected may not exceed the 5th.]

         5.02       PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
         Section  5.02 of the Plan:  (Choose (a) or choose one or both of 
         (b) and (c))

                                       23.

<PAGE>



[ ]      (a)        Does not apply.

[x]      (b)        Applies to death.

[x]      (c)        Applies to disability.

         5.03       VESTING SCHEDULE.

Deferral     Contributions      Account/Qualified     Matching     Contributions
Account/Qualified  Nonelective  Contributions   Account/Mandatory  Contributions
Account.  A Participant has a 100%  Nonforfeitable  interest at all times in his
Deferral  Contributions  Account, has Qualified Matching  Contributions Account,
his   Qualified   Nonelective   Contributions   Account  and  in  his  Mandatory
Contributions Account.

Regular Matching  Contributions  Account/Employer  Contributions  Account.  With
respect to a Participant's  Regular Matching  Contributions Account and Employer
Contributions  Account,  the Employer  elects the  following  vesting  schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[ ]  (a) Immediate  vesting.  100%  Nonforfeitable  at all times.  [Note:  The
     Employer must elect Option (a) if the eligibility conditions under Adoption
     Agreement Section 2.01(c) require 2 years of service or more than 12 months
     of employment.]

[x]      (b)        Graduated Vesting Schedules.
<TABLE>
<S>         <C>                     <C>                           <C>                          <C>         
                    Top Heavy Schedule                                     Non Top Heavy Schedule
                         (Mandatory)                                                  (Optional)


          Years of                   Nonforfeitable                   Years of                   Nonforfeitable
           Service                     Percentage                      Service                     Percentage
           -------                     ----------                      -------                     ----------
         Less than 1                       0%                        Less than 1                       0%
              1                            0%                             1                            0%
              2                            20%                            2                            0%
              3                            50%                            3                            50%
              4                            75%                            4                            75%
              5                           100%                            5                           100%
          6 or more                       100%                            6                           100%
                                                                      7 or more                       100%
</TABLE>
[ ]  (c) Special vesting election for Regular Matching  Contributions Account.
     In lieu of the election  under Options (a) or (b), the Employer  elects the
     following   vesting   schedule  for  a   Participant's   Regular   Matching
     Contributions Account: (Choose (1) or (2))

         [ ]        (1)    100% Nonforfeitable at all times.

                                       24.

<PAGE>



     [    ] (2)  In  accordance  with  the  besting  schedule  described  in the
          addendum of this Adoption Agreement,  numbered 5.03(c).  [Note: If the
          Employer  elects this Option  (c)(2),  the addendum must designate the
          applicable vesting schedule(s) using the same format as used in Option
          (b).]

[Note:  Under  Options (b) and (c)(2),  the Employer  must  complete a Top Heavy
Schedule which satisfied Code ss.416. The Employer,  at its option, may complete
a Non  Top  Heavy  Schedule.  The Non  Top  Heavy  Schedule  must  satisfy  Code
ss.411(a)(2). Also see Section 7.05 of the Plan.]

[x]  (d) The Top Heavy  Schedule  under Option (b) (and,  if  applicable,  under
     Option (c)(2)) applies: (Choose (1) or (2)

         [ ]  (1)    Only in a Plan Year for which the Plan is top heavy.

         [x]  (2) In the Plan Year for  which  the Plan  first is top heavy and
               then in all subsequent  Plan Years.  [Note:  The Employer may not
               elect  Option  (d)  unless  it  has  completed  a Non  Top  Heavy
               Schedule.]

Minimum vesting.  (Choose (e) or (f))

[x]      (e)        The Plan does not apply a minimum vesting rule.

[        ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less
         than the lesser of $__________ or his entire Accrued  Benefit,  even if
         the  application of a graduated  vesting  schedule under Options (b) or
         (c) would result in a smaller Nonforfeitable Accrued Benefit.

Life Insurance  Investments.  The Participant's  Accrued Benefit attributable to
insurance  contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

[N/A ]   (g)      Subject to the vesting election under Options (a), (b) or (c).

[    ] (h)  100%  Nonforfeitable  at all  times,  irrespective  of  the  vesting
     election under Options (b) or (c)(2).

         5.04       CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT.  The deemed cash-out
rule described in Section 5.04(C) of the Plan:  (Choose (a) or (b))

[ ]      (a)        Does not apply.

[x]      (b) Will apply to  determine  the timing of  forfeitures  for 0% vested
         Participants.  A Participant is not a 0% vested Participant if he has a
         Deferral Contributions Account.

         5.06       YEAR OF SERVICE - VESTING.


                                       25.

<PAGE>



Vesting  computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[x]      (a)        Plan Years.

[        ] (b) Employment  Years. An Employment year is the 12 consecutive month
         period measured from the Employee's  Employment  Commencement  Date and
         each  successive  12  consecutive   month  period  measured  from  each
         anniversary of that Employment Commencement Date.

Hours of  Service.  The  minimum  number of Hours of  Service an  Employee  must
complete  during a vesting  computation  period to receive  credit for a Year of
Service is: (Choose (c) or (d))

[x]      (c)        1,000 Hours of Service.

[    ] (d) _____ Hours of Service.  [Note: The Hours of Service  requirement may
     not exceed 1,000.]

     5.08  INCLUDED  YEARS OF  SERVICE  -  VESTING.  The  Employer  specifically
excludes  the  following  Years of  Service:  (Choose (a) or at least one of (b)
through (e))

[    ] (a) None other than as specified in Section 5.08(a) of the Plan.

[    ] (b) Any Year of Service before the Participant attained the age of _____.
     Note: The age selected may not exceed age 18.]

[    ] (c) Any Year of Service  during the period the  Employer did not maintain
     this Plan or a predecessor plan.

[x]  (d) Any  Year of  Service  before  a Break  in  service  if the  number  of
     consecutive  Breaks in Service  equals or exceeds  the  greater of 5 or the
     aggregate number of the Years of Service prior to the Break. This exception
     applies only if the Participant is 0% vested in his Accrued Benefit derived
     from  Employer  contributions  at the  time  he  has a  Break  in  Service.
     Furthermore,  the  aggregate  number of Years of Service  before a Break in
     Service do not include  any Years of Service not  required to be taken into
     account under this exception by reason of any prior Break in Service.

[    ] (e) Any Year of Service  earned prior to the  effective  date of ERISA if
     the Plan  would  have  disregarded  that Year of  Service  on account of an
     Employee's  Separation  from Service  under a Plan  provision in effect and
     adopted before January 1, 1974.


                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS


                                      26.

<PAGE>



Code ss.411(d)(6)  Protected  Benefits.  The elections under this Article VI may
not eliminate Code ss.411(d)(6)  protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6)  protected benefit, see Section 13.02 of the
Plan.  Furthermore,  if the elections  liberalize  the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adopt date or
the Effective Date of this Adoption Agreement.

         6.01       TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution  date. A distribution date under the Plan means any day of the Plan
Year.  [Note: The Employer must specify the appropriate  date(s).  The specified
distribution dates primarily establish annuity starting dates and the notice and
consent  periods  prescribed  by the  Plan.  The  Plan  allows  the  Trustee  an
administratively  practicable  period  of time to make the  actual  distribution
relating to a particular distribution date.]

Nonforfeitable  Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of  Section   6.01(A)(1),   the   distribution   date  for   distribution  of  a
Nonforfeitable  Accrued Benefit not exceed $3,500 is: (Choose (a), (b), (c), (d)
or (e))

[    ] (a)  ________________________________________________________________  of
     the   ____________________Plan   Year  beginning  after  the  Participant's
     Separation from Service.

[x]  (b) as soon as  administratively  feasible following receipt by the Trustee
     of the last Participant deposit following the Participant's Separation form
     Service.

[    ] (c)  ________________________________________________________________  of
     the Plan Year after the  Participant  incurs  ____  Break(s) in Service (as
     defined in Article V).

[    ] (d)  ______________________________following the Participant's attainment
     of Normal  Retirement Age, but not earlier than  ___________ days following
     his Separation from Service.

[    ] (e) (Specify) ___________________________________________.

Nonforfeitable  Accrued benefit Exceeds $3,500.  See the elections under Section
6.03.

Disability.  The distribution date, subject to Section  6.01(A)(3),  is: (Choose
(f), (g) or (h))

[    ] (f) __________________________________________________________  after the
     Participant terminates employment because of disability.

[x]  (g) The  same  as if the  Participant  had  terminated  employment  without
     disability.

[    ] (h) (Specify) ___________________________________________.


                                       27.

<PAGE>



Hardship.  (Choose (i) or (j))

[x]  (i) The Plan does not permit a hardship  distribution  to a Participant who
     has separated from Service.

[    ] (j) The Plan permits a hardship  distribution  to a  Participant  who has
     separated from Service in accordance with the hardship  distribution policy
     stated in: (Choose (1), (2) or (3))

     [    ] (1) Section 6.01(A)(4) of the Plan.

     [    ] (2) Section 14.11 of the Plan.

     [    ] (3) The addendum to this Adoption Agreement, numbered Section 6.01.

Default on a Loan.  If a  Participant  or  Beneficiary  defaults  on a loan made
pursuant to a loan policy adopted by the Advisory  Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

[x]  (k) Treats the default as a distributable  event. The Trustee,  at the time
     of the  default,  will  reduce  the  Participant's  Nonforfeitable  Accrued
     Benefit by the lesser of the amount in default (plus  accrued  interest) or
     the Plan's security interest in that Nonforfeitable Accrued Benefit. To the
     extent the loan is attributable to the Participant's Deferral Contributions
     Account,  Qualified Matching Contributions Account or Qualified Nonelective
     Contributions  Account,  the  Trustee  will not  reduce  the  Participant's
     Nonforfeitable  Accrued  Benefit unless the  Participant has separated from
     Service or unless the Participant has attained age 59 1/2.

[    ] (l)  Does  not  treat  the  default  as a  distributable  event.  When an
     otherwise  distributable  event first  occurs  pursuant to Section  6.01 or
     Section  6.03 of the  Plan,  the  Trustee  will  reduce  the  Participant's
     Nonforfeitable Accrued Benefit by the lesser of the amount in default (plus
     accrued  interest) or the Plan's security  interest in that  Nonforfeitable
     Accrued Benefit.

[    ] (m) (Specify) __________________________________________.

     6.02 METHOD OF PAYMENT OF ACCRUED  BENEFIT.  The  Advisory  Committee  will
apply Section 6.02 of the Plan with the following modifications:  (Choose (a) or
at least one of (b), (c), (d) and (e))

[    ] (a) No modifications.

[    ] (b)  Except  as  required  under  Section  6.01 of the  Plan,  a lump sum
     distribution                is                not                available:
     _________________________________________________________________.

[x]  (c) An installment distribution: (Choose (1) or at least one of (2) or (3))

     [    ] (1) Is not available under the Plan.


                                       28.

<PAGE>



          [    ] (2) May not exceed the lesser of ________  years or the maximum
               period permitted under Section 6.02.

          [x]  (3) (Specify) is not available for account balances which accrued
               prior to May 15, 1990.

[    ]   (d)   The    Plan    permits    the    following    annuity    options:
     __________________________.

          Any  Participant  who elects a life  annuity  option is subject to the
          requirements  of Sections  6.04(A),  (B), (C) and (D) of the Plan. See
          Section 6.04(E).  [Note: The Employer may specify  additional  annuity
          options in an addendum to this Adoption Agreement, numbered 6.02(d).]

[    ] (e) If the Plan invests in qualifying Employer  securities,  as described
     in Section 10.03(F),  a Participant  eligible to elect  distribution  under
     Section 6.03 may elect to receive that distribution in Employer  securities
     only in  accordance  with the  provisions  of the addendum to this Adoption
     Agreement, numbered 6.02(e).

         6.03       BENEFIT PAYMENT ELECTIONS.

Participant  Elections  After  Separation  from Service.  A  Participant  who is
eligible to make distribution elections under Section 6.03 of the Play may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

[    ]   (a)   As   of   any   distribution   date,   but   not   earlier   than
     __________________________  of the ______________ Plan year beginning after
     the Participant's Separation from Service.

[x]  (b) As of the  following  date(s):  (Choose  at least  one of  Options  (1)
     through (6))

     [    ] (1) Any distribution  date after the close of the Plan Year in which
          the Participant attains Normal Retirement Age.

     [x]  (2) Any  distribution  date following his Separation from Service with
          the Employer.

     [    ]  (3)  Any  distribution  date  in  the  _____________  Plan  Year(s)
          beginning after his Separation from Service.

     [    ] (4) Any  distribution  date in the Plan Year  after the  Participant
          incurs ________ Break(s) in Service (as defined in Article V).

     [    ] (5) Any  distribution  date following  attainment of age _______ and
          completion of at least _______ Years of Service (as defined in Article
          V).

     [    ] (6) (Specify) ___________________________________________.


                                       29.

<PAGE>



[    ] (c) (Specify) _________________________________________________.

     The  distribution  events  described in the election(s)  made under Options
(a), (b) or (c) apply  equally to all Accounts  maintained  for the  Participant
unless otherwise specified in Option (c).

Participant  Elections  Prior to  Separation  from  Service -  Regular  Matching
Contributions  Account  and  Employer  Contributions  Account.  Subject  to  the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's Regular Matching  Contributions Account and Employer contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

[    ] (d) No distribution options prior to Separation from Service.

[x]  (e) Attainment of Specified Age. Until he retires,  the  Participant  has a
     continuing  election to receive  all or any  portion of his  Nonforfeitable
     interest in these Accounts after he attains: (Choose (1) or (2))

     [    ] (1) Normal Retirement Age.

     [x]  (2) 59 1/2 years of age and is at least 100% vested in these Accounts.
          [Note:  If the percentage is less than 100%,  see the special  vesting
          formula in Section 5.03.]

[    ] (f) After a participant has  participated in the Plan for a period of not
     less than _____  years and he is 100%  vested in these  Accounts,  until he
     retires,  the Participant  has a continuing  election to receive all or any
     portion of the  Accounts.  [Note:  The number in the blank space may not be
     less than 5.].

[x]  (g) Hardship. A Participant may elect a hardship  distribution prior to his
     Separation  from  Service  in  accordance  with the  hardship  distribution
     policy:  (Choose (1), (2) or (3);  (4) is available  only as an  additional
     option)

     [    ] (1) Under Section 6.01(A)(4) of the Plan.

     [x]  (2) Under Section 14.11 of the Plan.

     [    ] (3) Provided in the addendum to this  Adoption  Agreement,  numbered
          Section 6.03.

     [    ] (4) In no event may a  participant  receive a hardship  distribution
          before he is at least ______% vested in thee Accounts.  [Note:  If the
          percentage  in the blank is less than 100%,  see the  special  vesting
          formula in Section 5.03.].

[  ]     (h)   (Specify)______________________.

[Note:  The Employer may use an addendum,  numbered 6.03, to provide  additional
language  authorized  Options  (b)  (6),  (c),  (g)(3)  or (h) of this  Adoption
Agreement Section 6.03.]

                                       30.

<PAGE>



Participant elections Prior to Separation from Service - Deferral  Contributions
Account,  Qualified  Matching  Contributions  Account and Qualified  Nonelective
Contributions Account.  Subject to the restrictions of Article VI, the following
distribution options apply to a participant's  Deferral  Contributions  Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l)

[    ] (i) No distribution options prior to Separation from Service.

[x]  (j) Until he retires,  the participant has a continuing election to receive
     all or any portion of these Accounts after he attains: (Choose (1) or (2))

     [    ] (1) The later of Normal Retirement Age or age 59 1/2.

     [x]  (2) Age 59 1/2 (at least 59 1/2).

[x]  (k) Hardship.  A Participant,  prior to this Separation  from Service,  may
     elect a hardship  distribution from his Deferral  Contributions  Account in
     accordance with the hardship distribution policy under Section 14.11 of the
     Plan.

[    ] (1) (Specify) . [Note: Option (1) may not permit in service distributions
     prior to age 59 1/2 (other than  hardship)  and may not modify the hardship
     policy described in Section 14.11.)

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the  assets  (within  the  meaning  of Code  ss.409(d)(3)),  a  Participant  who
continues employment with the acquiring corporation is eligible for distribution
from  his  Deferral  Contributions  Account,  Qualified  Matching  Contributions
Account and qualified Nonelective Contributions Account: (Choose (m) or (n))

[    ] (m)  Only ad  described  in this  Adoption  Agreement  Section  6.03  for
     distributions prior to Separation from Service.

[x]  (n)  As if he  has a  Separation  from  Service.  After  March  31,1988,  a
     distribution authorized solely by reason of this Option (n) must constitute
     a lump sum  distribution,  determined  in a  manner  consistent  with  Code
     ss.401(k)(10) and the applicable Treasury regulations.

         6.04     ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04 (Choose (a) or (b))

[x]  (a) Apply only to a  Participant  described  in Section  604(E) of the Plan
     (relating  to the  profit  sharing  exception  to the  joint  and  survivor
     requirements).

[    ] (b) Apply only to all Participants.



                                       31.

<PAGE>



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

         9.10 VALUE OF PARTICIPANT'S  ACCRUED BENEFIT.  If a distribution (other
than a  distribution  from a  segregated  Account  and other  than a  corrective
distribution  described in Sections  14.07,  14.08,  14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent  valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[x]  (a) 0% per annum. [Note: The percentage may equal 0%.]

[    ] (b) The 90 day  Treasury  bill  rate in effect  at the  beginning  of the
     current valuation period.

[    ] (c) (Specify) .

         9.11     ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.
Pursuant to Section 14.12,  to determine the  allocation of net income,  gain or
loss: (complete only those items, if any, which are applicable to the Employer's
Plan).

[x]  (a) For  salary  reduction  contributions,  the  Advisory  Committee  will:
     (Choose (1), (2),(3), (4) or (5)

     [    ] (1) Apply Section 9.11 without modification.

     [    ] (2) Use the segregated account approach described in Section 14.12.

     [    ] (3) Use the weighted  average  method  described  in Section  14.12,
          based on a __________ weighting period.

     [    ] (4) Treat as part of the  relevant  Account at the  beginning of the
          valuation period ____% of the salary reduction contributions:  (Choose
          (i) or (ii))

          [    ] (i) made during that valuation period.

          [    ]    (ii)    made    by    the    following    specified    time:
               _______________________.

[x]  (5) Apply the allocation  method described in the addendum to this Adoption
     Agreement numbered 9.11(a).

[x]  (b) For matching  contributions,  the Advisory Committee will: (Choose (1),
     (2), (3) or (4))

     [    ] (1)  Apply  Section  9.11  without  modification.  [ ] (2)  Use  the
          weighted  average  method  described  in  Section  14.12,  based  on a
          ____________ weighted period.


                                       32.

<PAGE>



     [    ] (3) Treat as part of the  relevant  Account at the  beginning of the
          valuation period _____% of the matching contributions allocated during
          the valuation period.

     [x]  (4) Apply the  allocation  method  described  in the  addendum to this
          Adoption Agreement numbered 9.11(b).

[    ] (c) For Participant nondeductible  contributions,  the Advisory Committee
     will: (Choose (1), (2), (3), (4) or (5))

     [    ] (1) Apply Section 9.11 without modification.

     [    ] (2) Use the segregated account approach described in Section 14.12.

     [    ] (3) Use the weighted  average  method  described  in Section  14.12,
          based on a
                  _____________ weighting period.

     [    ] (4) Treat as part of the  relevant  Account at the  beginning of the
          valuation   period   ______%   of   the   Participant    nondeductible
          contributions: (Choose (i) or (ii))

          [    ] (i) made during that valuation period.

          [    ] (ii) made by the following specified time: .

     [    ] (r) Apply the  allocation  method  described in the addendum to this
          Adoption Agreement numbered 9.11(c).


                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

         10.03 INVESTMENT POWERS.  Pursuant to Section 10.03[F] of the plan, the
aggregated  investments  in  qualifying  Employer  securities  and in qualifying
Employer real property: (Choose (a) or (b))

[    ] (a) May not exceed 10% of Plan assets.

[x]  (b) May not exceed  100% of Plan  assets.  [Note:  the  percentage  may not
     exceed 100%.]

     10.04 VALUATION OF TRUST. In addition to each Accounting  Date, the Trustee
must value the Trust Fund on the  following  valuation  date(s):  (Choose (a) or
(b))

[    ] (a) No other mandatory valuation dates.

     (b)  (Specify)  any day of the Plan Year upon which assets may be purchased
          or sold, commonly referred to as "Daily" accounting.


                                       33.

<PAGE>



                             EFFECTIVE DATE ADDENDUM
                              (Restated Plans Only)

         The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective  date for at least one of the provisions  listed in this addendum.  In
lieu of the restated  Effective  Date in Adoption  Agreement  Section 1.18,  the
following special effective dates apply: (Choose whichever elections apply)

[    ] (a) Compensation definition.  The Compensation definition of Section 1.12
     (other than the $200,000  limitation) is effective for Plan Years beginning
     after  _____________.  [Note: May not be effective later than the first day
     of the first Plan Year beginning after the Employer  executed this Adoption
     Agreement  to  restate  the  Plan  for  the  Tax  Reform  Act of  1986,  if
     applicable.]

[    ] (b)  Eligibility  conditions.  The  eligibility  conditions  specified in
     Adoption  Agreement  Section 2.01 are  effective  for Plan Years  beginning
     after _________________.

[    ] (c)  Suspension of Years of Service.  The  suspension of Years of Service
     rule elected under  Adoption  Agreement  Section 1.03 is effective for Plan
     Years beginning after ----------------.

[    ] (d)  Contribution/allocation  formula.  The contribution  formula elected
     under Adoption  Agreement Section 3.01 and the method of allocation elected
     under Adoption Agreement Section 3.04 is effective for Plan Years beginning
     after _________________.

[    ] (e) Accrual  requirements.  The accrual  requirements of Section 3.06 are
     effective for
         Plan Years beginning after ___________________.

[    ] (f) Employment  condition.  The  employment  condition of Section 3.06 is
     effective for
         Plan Years beginning after ___________________.

[    ] (g)  Elimination of Net Profits.  The requirement for the Employer not to
     have net profits to  contribute  to this Plan is  effective  for Plan Years
     beginning after  ___________________.  [Note: The date specified may not be
     earlier than December 31, 1985].

[    ] (h) Vesting Schedule.  The special  allocation  provisions  elected under
     Adoption  Agreement  Section 9.11 are  effective  for Plan Years  beginning
     after ___________________.

[    ] (i) Allocation of Earnings.  The special  allocation  provisions  elected
     under  Adoption  Agreement  Section  9.11  are  effective  for  Plan  Years
     beginning after _______________.

[    ] (j) (Specify) (1) Valuation of Trust.  The valuation  provision  selected
     under Adoption Agreement Section 10.14 are effective on the date assets are
     transferred  to the AVE$TA system.  (2) Allocation of Earning.  The Special
     allocation  provisions  elected under Adoption  Agreement  Section 9.11 are
     effective  the date  assets  are  transferred  to the  AVE$TA  system.  (3)
     Trustee. The trustee provision selected under Adoption Agreement

                                       34.

<PAGE>



         Section 1.02 will be effective  on the date assets are  transferred  to
         the   AVE$TA   system.   (4)   Contribution/Allocation   Formula.   The
         contribution  formula  elected under  Adoption  Agreement  3.01 and the
         method of allocation  elected under Adoption  Agreement Section 3.04 is
         effective April 1, 1996.

         For Plan Years prior to the special  Effective  Date,  the terms of the
Plan prior to its  restatement  under this Adoption  Agreement  will control for
purposes of the designated  provisions.  A special Effective Date may not result
in the delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.

                                       35.

<PAGE>



                                 Execution Page

         The Trustee (and Custodian, if applicable),  by executing this Adoption
Agreement,   accepts  its  position  and  agrees  to  all  of  the  obligations,
responsibilities  and duties imposed upon the Trustee (or  Custodian)  under the
Master Plan and trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement,  the Employer by its duly authorized
officers, has executed this Adoption Agreement,  and the Trustee (and Custodian,
if  applicable)  signified  its  acceptance,  on  this  ________________  day of
___________________, 199_.

Name and EIN of Employer: _________________________________________

Signed: __________________________________________________________________

Name(s) of Trustee: _______________________________________

Signed:  _____________________________________________________________

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


Name of Custodian: ____________________________________________________

Signed:_______________________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

Use of Adoption  Agreement.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
3-digit  number  assigned to this Adoption  Agreement (see page 1) is solely for
the  Master  Plan  Sponsor's  recordkeeping  purposes  and does not  necessarily
correspond to the plan number the Employer designated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting  employers of any amendment of this
Master Plan or of any abandonment or  discontinuance  by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries  regarding the adoption of
the  Master  Plan,  the  Master  Plan  Sponsor's  intended  meaning  of any plan
provisions  or the  effect  of the  opinion  letter  issued to the  Master  Plan
Sponsor,  please  contact the Master Plan Sponsor at the  following  address and
telephone Number: P.O. Box 2558, AVE$TA Division, Houston Texas 77252-8432 (713)
750-7906.

Reliance  on  Opinion  Letter.  The  Employer  may not rely on the  Master  Plan
Sponsor's opinion letter covering this Adoption  Agreement.  For reliance on the
Plan's  qualification,  the Employer must obtain a determination letter from the
applicable IRS Key District office.

                                       36.

<PAGE>



                                       N/A

                             PARTICIPATION AGREEMENT
         For Participation by Related Group Members (Plan Section 1.30)

         The undersigned  Employer,  by executing this Participation  Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement,  as if the Participating Employer were a
signatory to that Agreement.  The Participating  Employer accepts, and agrees to
be bound by, all of the  elections  granted  under the  provisions of the Master
Plan as made by ________________________ the Signatory Employer to the Execution
Page of the Adoption Agreement.

     1. The Effective Date of the undersigned  Employer's  participation  in the
     designated Plan is: ________________

     2. The undersigned Employer's adoption of this Plan constitutes:

[    ] (a) The adoption of a new plan by the participating Employer.

[    ] (b) The  adoption of an amendment  and  restatement  of a plan  currently
     maintained  by the Employer,  identified as  _____________________________,
     and having an original effective date of _____________.

     Dated this ____________ day of ________________, 19__.

          Name    of    Participating    Employer:    __________________________
          __________________________________________________________________

          Signed: _____________________________

          Participating Employer's EIN: __________

Acceptance  by the  Signatory  Employer to the  Execution  Page of the  Adoption
Agreement and by the Trustee.

                                  Name of Signatory Employer: _________________

Accepted:  _________________
                  [Date]          Signed ______________________________________

                                  Name(s) of Trustee: _________________________

Accepted:  _________________
                  [Date]          Signed ______________________________________

          [Note:   Each   Participating   Employer   must   execute  a  separate
          Participation  Agreement.  See  The  Execution  Page  of the  Adoption
          Agreement for important Master Plan information.]


                                       37.

<PAGE>



                                Addendum 5.03(A)
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan


In lieu of the special vesting formula used in Section 503(A),  to determine the
Participant's    Nonforfeitable    Accrued   Benefit   derived   from   Employer
contributions, the Advisory Committee will use the following formula: P(AB+D)-D.

To apply this formula,  "P" is the Participant's  current vesting  percentage at
the relevant time, "AB" is the Participant's Employer-derived Accrued Benefit at
the relevant time and "D" is the amount of the earlier distribution.


                                       38.

<PAGE>



                                  Addendum 9.11
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan



Section 9.11(a)(5) and (b)(4) apply with the following modifications:

Participants  shall not be entitled  to share in any  earnings  allocated  after
payment  of the  entire  vested  balance  except to the  extent  the funds  were
advanced from the participant's account at the time of payment.

Contributions received in an account subsequent to the distribution of the total
vested  balance  shall be  entitled  to  earnings  until the  vested  balance is
distributed.

                                       39.

<PAGE>



                              Addendum 10.03 [B] To
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan


Funds  held in the  AVESTA  Trust  may be made  available  to  Participants  for
Direction of Investments. Initially the funds available for investment will be:

         AVESTA Money Market Fund
         Dreyfus 100% U S Treasury Intermediate Term Fund, L.P.
         Federated Stock and Bond
         Federated Max-Cap Fund Institutional Class
         Franklin Small Cap Growth Fund
         Mylan Laboratories Common Stock

The Plan  Administrator may designate  additional funds,  including AVESTA Trust
Funds, or discontinue  any such funds by delivery of written  instruction to the
Trustee.

Any  account  balances  held by the Trust  which have not been  directed  by the
Participant will be invested in the AVESTA Money Market Fund.


                                       40.

<PAGE>



                              Addendum 6.01(e4) To
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan

The following additional  provisions  concerning  qualifying employer securities
are   included  as  part  of  the   Adoption   Agreement   completed  by  Bertek
Pharmaceuticals  Inc.  ("Employer"),  in accordance  with Section 6.02(e) of the
Adoption Agreement:

(1)      Establishment of Mylan Laboratories Corporation Common Stock Fund.  The
         investment  options in Section 10.03[F] of the Plan include the ability
         to invest in "qualifying  employer  securities",  as defined in Section
         407(d)(5) ERISA, which specifically  includes share ("Share") of common
         stock of Mylan  Laboratories Inc., a Pennsylvania  corporation  ("Mylan
         Laboratories Common Stock").  Texas Commerce Bank National  Association
         ("Trustee") is expressly authorized to invest so much of the Trust Fund
         (up to 50%  thereof  as  provided  in  Section  10.03  of the  Adoption
         Agreement) in Mylan Laboratories Common Stock as is necessary to invest
         Participant  Account balances in Mylan Laboratories  Common Stock as is
         necessary to invest Participant  Account balances in Mylan Laboratories
         Common Stock in  accordance  with the  directions  of the  Participants
         under Section 10.03[B] of the Plan.

(2)      Dividends and Income. All cash dividends, stock dividends, stock splits
         received by the Trustee with respect to Mylan Laboratories Common Stock
         previously  credited to a  Participant's  Account  shall be credited to
         that Account upon receipt by the Trustee.  All cash  dividends  will be
         used to purchase shared of Mylan Laboratories Common Stock.

(3)      Purchases  and Sales of Common  Stock.  Except as  provided  below with
         respect to matching  purchases  and sales,  all  purchases and sales of
         Mylan  Laboratories  Common Stock shall be on the open  market,  unless
         other  arrangements are mutually agreed upon in writing by the Employer
         and the Trustee.  Such purchases and sales of Mylan Laboratories Common
         Stock shall be made in accordance with the following rules:

          (a)  In making  purchases  of Mylan  Laboratories  Common Stock on the
               open market,  the Trustee shall execute the purchases or sales of
               Shares as soon as  reasonably  possible  following the receipt of
               instructions from the Participant,  and shall do so, in so far as
               reasonably  possible,  in the same  manner for all  participant's
               similarly  situated.  The Trustee  shall  determine,  in its sole
               discretion  (but in so far as reasonably  possible,  treating all
               participants  similarly  situated in the same manner) the average
               price  assigned  to shared  of Mylan  Laboratories  Common  Stock
               purchased  in the  "pricing  period"  during  which  such sale or
               purchase occurs.

         (b)      The Trustee may, in its  discretion,  make separate  trades or
                  may  match  the  pending  purchase  and sale  orders  and only
                  execute the "net"  purchase  or sale.  The Price of such "net"
                  transaction  (or the average price assigned as provided in (a)
                  if  applicable)  shall  be  deemed  to be the  price  paid  or
                  obtained for the Shares which are netted. The

                                       41.

<PAGE>



                  Trustee shall take any action that is deems to be necessary or
                  appropriate  to ensure to the  extent,  if any,  necessary  to
                  comply with  applicable  law that there is payment of no more,
                  or receipt of no less, than "adequate  consideration" (as that
                  term is defined in Section 3(19) of ERISA and  regulations  or
                  other   guidance   issued   thereunder   by  the   appropriate
                  governmental  authority)  on the date of the  transaction  (as
                  determined by the Trustee) in the case of the purchase or sale
                  of Mylan Laboratories Common Stock.

         (c)      Any  brokerage  commissions,  transfer  fees and other similar
                  expenses  actually incurred in any such sale or purchase shall
                  be equitably  allocated  among the Shares  purchased  and sold
                  (including,  without  limitation,  Shares  which  are  netted)
                  during such pricing period.

         (d)      Purchases  shall  be  made  only  in  full  Shares.  Any  cash
                  allocated to a Participant's  Mylan Laboratories  Common Stock
                  Account which is not so invested  shall be invested in a money
                  market fund within a reasonable time of its receipt.

         (e)      It shall be the  responsibility of the Employer to insure that
                  the Plan is  registered  under the Federal  Securities  Act of
                  1933,  and no  purchase  of Shares will be made if the Trustee
                  knows such registration is not in effect.

4.   Voting and Tender of Shares.  The right to vote  ("Voting  Rights") and the
     right to tender  ("Tender  Rights")  Shares  allocated  to a  participant's
     Account(s)  shall be passed  through to such  Participant.  The Company may
     appoint an agent, (hereinafter "Designated Agent") who shall be responsible
     for soliciting and  tabulating  proxies and tenders from Plan  Participants
     or, in the absence of any such appointment,  the Trustee shall perform such
     functions (future  references  shall, for convenience,  assume a Designated
     Agent has been  appointed).  The Trustee  shall  provide  Participant  data
     required for such  solicitation via magnetic media to the Designated Agent,
     to the extent the  Participant  account  records  contain  the  information
     required.  Such information  includes,  but is not limited to:  Participant
     name,  Participant  social security  number,  number of Mylan  Laboratories
     Common  Stock  shares  held on the record  date,  and  Participant  mailing
     address.  The Employer will provide the same  information  and materials to
     the Designated  Agent (and to the Trustee for its records) for distribution
     to Plan Participants as is provided to other holders of Mylan  Laboratories
     Common Stock,  and the  Designated  Agent shall certify to the Trustee that
     all such materials have been mailed or otherwise sent to all  Participants.
     The  results of the  participant's  exercise  of his  Voting  Rights or his
     Tender  Rights will be provided by the  Designated  Agent to the Trustee in
     time for the  Trustee  to vote or tender (as the case may be) the shares in
     accordance with Participants' instructions.

     In the absence of the  exercise of his Voting  Rights or his Tender  Rights
     shares held in a  Participant's  Account(s)  shall not be voted or tendered
     (as the case may be) by the Trustee.

                                       42.

<PAGE>



         Shares held in the Trust other than in  Participant's  Account(s) shall
         not be voted or tender by the Trustee  except at the  specific  written
         direction of the Employer.

         Participant  voting  instructions  may be transmitted in any reasonable
         form agreed upon by the Trustee and the Designated Agent.

(5)      The Trustee  and the  Designated  Agent  shall act with  respect to all
         matters  relating to the exercise of Voting Rights and Tender Rights in
         such a way as to  reasonably  insure that there is no disclosure to the
         Employer or a related party of a Participant's vote or of acceptance of
         a tender offer. Notwithstanding the foregoing, unless otherwise advised
         in  writing  by the  representative  of the  Employer  responsible  for
         working   with  the   Trustee   and   Designated   Agent  to   maintain
         confidentiality,   and  the  Trustee  may  furnish  the  Employer  with
         information relation to the overall purchase,  sale, voting,  tender or
         similar  matter  relating  to all of the Shares  held by the Trustee so
         long as such  information  does not identify,  and cannot be reasonably
         anticipated as identifying the actions of any specific Participant with
         respect to such Shares.

         Without limiting the generality of the foregoing,  the Designated Agent
         shall establish procedures for the exercise of Tender Rights which will
         insure that a  Participant  who has  directed any  Designated  Agent to
         tender or  withhold  from  tender any or all of the shares  may, at any
         time  prior to the  tender  offer  withdrawal  deadline,  instruct  the
         Designated Agent to withdraw or tender,  and the Designated Agent shall
         withdraw  or tender  such shares  prior to the tender  offer  tender or
         withdrawal  deadline.  A  Participant  shall not be  limited  as to the
         number of  instructions  to tender or withdraw that the Participant may
         give to the Designated Agent.

(6)      Distribution  of  Accrued  Benefits.  The  portion  of a  Participant's
         Accrued  Benefit  payable  under  Article  VI  (other  than a  Hardship
         Withdrawal,  which  shall  always  be  distributed  in  cash)  shall be
         distributed  entirely  in cash or  entirely  by  delivery  of shares as
         directed by the  Participant.  In the event the  Participant  directs a
         distribution  in cash,  the Trustee shall sell the Shares  allocated to
         his  Account as near as  reasonably  possible  (as  determined  under a
         uniform procedure designed to treat Participants  similarly situated in
         a similar manner) to the date of distribution.

(7)      Account  Realignment.  Participants may realign account  investments at
         any time, including,  without limitation, the Mylan Laboratories Common
         Stock Account.

         Partial Account Liquidation.  All in-service account liquidations,  for
         such events as withdrawals,  fee payments,  or participant loans, shall
         be pro rata,  across  all funds in the  source  of  sources  liquidated
         including, without limitation, the Mylan Laboratories Common Stock.



                                       43.

<PAGE>


















                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION

                        DEFINED CONTRIBUTION MASTER PLAN

                                       AND

                                 TRUST AGREEMENT



<PAGE>


                                             Defined Contribution Master Plan

                                TABLE OF CONTENTS

ALPHABETICAL LISTING OF DEFINITIONS.......................iv

ARTICLE I, DEFINITIONS
      1.01  Employer ...................................1.01
      1.02  Trustee ....................................1.01
      1.03  Plan .......................................1.01
      1.04  Adoption Agreement .........................1.01
      1.05  Plan Administrator .........................1.01
      1.06  Advisory Committee .........................1.02
      1.07  Employee ...................................1.02
      1.08  Self-Employed Individual/
            Owner-Employee .............................1.02
      1.09  Highly Compensated Employee ................1.02
      1.10  Participant ................................1.03
      1.11  Beneficiary ................................1.03
      1.12  Compensation ...............................1.03
      1.13  Earned Income ..............................1.05
      1.14  Account ....................................1.05
      1.15  Accrued Benefit ............................1.05
      1.16  Nonforfeitable .............................1.05
      1.17  Plan Year/Limitation Year ..................1.05
      1.18  Effective Date .............................1.05
      1.19  Plan Entry Date ............................1.05
      1.20  Accounting Date ............................1.06
      1.21  Trust ......................................1.06
      1.22  Trust Fund .................................1.06
      1.23  Nontransferable Annuity ....................1.06
      1.24  ERISA ......................................1.06
      1.25  Code .......................................1.06
      1.26  Service ....................................1.06
      1.27  Hour of Service ............................1.06
      1.28  Disability .................................1.07
      1.29  Service for Predecessor Employer ...........1.07
      1.30  Related Employers ..........................1.08
      1.31  Leased Employees ...........................1.08
      1.32  Special Rules for Owner-Employees ..........1.09
      1.33  Determination of Top Heavy Status ..........1.09
      1.34  Paired Plans ...............................1.11
      1.35  Retirement Investment Trust ................1.11
ARTICLE II, EMPLOYEE PARTICIPANTS
      2.01  Eligibility ................................2.01
      2.02  Year of Service - Participation ............2.01
      2.03  Break in Service - Participation ...........2.01
      2.04  Participation upon Re-employment ...........2.01
      2.05  Change in Employee Status ..................2.02
      2.06  Election Not to Participate ................2.02
ARTICLE III, EMPLOYER CONTRIBUTIONS AND
FORFEITURES
      3.01  Amount .....................................3.01
      3.02  Determination of Contribution ..............3.01
      3.03  Time of Payment of Contribution ............3.01
      3.04  Contribution Allocation ....................3.01
      3.05  Forfeiture Allocation ......................3.03
      3.06  Accrual of Benefit .........................3.03
      3.07 - 3.16 Limitations on Allocations ...........3.05
      3.17  Special Allocation Limitation ..............3.07
      3.18  Defined Benefit Plan Limitation ............3.07
      3.19  Definitions - Article III ..................3.07
ARTICLE IV, PARTICIPANT CONTRIBUTIONS
      4.01  Participant Nondeductible
            Contributions ..............................4.01
      4.02  Participant Deductible Contributions .......4.01
      4.03  Participant Rollover Contributions .........4.01
      4.04  Participant Contribution -
            Forfeitability .............................4.02
      4.05  Participant Contribution -
            Withdrawal/Distribution ....................4.02
      4.06  Participant Contribution -
            Accrued Benefit ............................4.02
ARTICLE V, TERMINATION OF SERVICE -
PARTICIPANT VESTING
      5.01  Normal Retirement Age ......................5.01
      5.02  Participant Disability or Death ............5.01
      5.03  Vesting Schedule ...........................5.01
      5.04  Cash-out Distributions to Partially -
            Vested Participants/Restoration of
            Forfeited Accrued Benefit ..................5.01
      5.05  Segregated Account for Repaid
            Amount .....................................5.03
      5.06  Year of Service - Vesting ..................5.03
      5.07  Break in Service - Vesting .................5.03
      5.08  Included Years of Service - Vesting ........5.03
      5.09  Forfeiture Occurs ..........................5.03
ARTICLE VI, TIME AND METHOD OF PAYMENT
OF BENEFITS
      6.01  Time of Payment of Accrued Benefit .........6.01
      6.02  Method of Payment of Accrued Benefit .......6.02
      6.03  Benefit Payment Elections ..................6.04
      6.04  Annuity Distributions to Participants
            and Surviving Spouses ......................6.06
      6.05  Waiver Election - Qualified Joint
            and Survivor Annuity .......................6.07
      6.06  Waiver Election - Preretirement
            Survivor Annuity ...........................6.08
      6.07  Distributions Under Domestic
            Relations Orders ...........................6.08
ARTICLE VII, EMPLOYER ADMINISTRATIVE
PROVISIONS
      7.01  Information to Committee ...................7.01
      7.02  No Liability ...............................7.01
      7.03  Indemnity of Certain Fiduciaries ...........7.01
      7.04  Employer Direction of Investment ...........7.02
      7.05  Amendment to Vesting Schedule ..............7.02
ARTICLE VIII, PARTICIPANT ADMINISTRATIVE
PROVISIONS
      8.02  Beneficiary Designation.....................8.01
      8.02  No Beneficiary Designation/Death
            of Beneficiary..............................8.01


<PAGE>


                                              Defined Contribution Master Plan

                                TABLE OF CONTENTS

      8.03  Personal Data to Committee...........................8.02
      8.04  Address for Notification.............................8.02
      8.05  Assignment or Alienation.............................8.02
      8.06  Notice of Change in Terms............................8.02
      8.07  Litigation Against the Trust.........................8.02
      8.08  Information Available................................8.02
      8.09  Appeal Procedure for Denial
            of Benefits..........................................8.02
      8.10  Participant Direction of Investment..................8.03
ARTICLE IX, ADVISORY COMMITTEE - DUTIES
WITH RESPECT TO PARTICIPANTS' ACCOUNTS
      9.01  Members' Compensation, Expenses......................9.01
      9.02  Term.................................................9.01
      9.03  Powers...............................................9.01
      9.04  General..............................................9.01
      9.05  Funding Policy.......................................9.02
      9.06  Manner of Action.....................................9.02
      9.07  Authorized Representative............................9.02
      9.08  Interested Member....................................9.02
      9.09  Individual Accounts..................................9.02
      9.10  Value of Participant's Accrued Benefit...............9.02
      9.11  Allocation and Distribution of Net
            Income Gain or Loss..................................9.03
      9.12  Individual Statement.................................9.03
      9.13  Account Charged......................................9.03
      9.14  Unclaimed Account Procedure..........................9.04
ARTICLE X, TRUSTEE AND CUSTODIAN, POWERS
AND DUTIES
      10.01 Acceptance..........................................10.01
      10.02 Receipt of Contributions............................10.01
      10.03 Investment Powers...................................10.01
      10.04 Records and Statements..............................10.06
      10.05 Fees and Expenses from Fund.........................10.06
      10.06 Parties to Litigation...............................10.07
      10.07 Professional Agents.................................10.07
      10.08 Distribution of Cash or Property....................10.07
      10.09 Distribution Directions.............................10.07
      10.10 Third Party/Multiple Trustees.......................10.07
      10.11 Resignation.........................................10.07
      10.12 Removal.............................................10.08
      10.13 Interim Duties and Successor Trustee................10.08
      10.14 Valuation of Trust..................................10.08
      10.15 Limitation on Liability - If Investment
            Manager, Ancillary Trustee or
            Independent Fiduciary Appointed.....................10.08
      10.16 Investment in Group Trust Fund......................10.08
      10.17 Appointment of Ancillary Trustee
            or Independent Fiduciary............................10.09
      10.18 Evidence of Action by Advisory
            Committee...........................................10.09
      10.19 Allocation of Responsibilities
            Among Fiduciaries...................................10.10
      10.20 Special Provisions Regarding
            Retirement Investment Trusts........................10.10
ARTICLE XI, PROVISIONS RELATING TO
INSURANCE AND INSURANCE COMPANY
      11.01 Insurance Benefits..................................11.01
      11.02 Limitation on Life Insurance
            Protection..........................................11.01
      11.03 Definitions.........................................11.02
      11.04 Dividend Plan.......................................11.02
      11.05 Insurance Company Not a Party
            to Agreement........................................11.02
      11.06 Insurance Company Not
            Responsible for Trustee's Actions...................11.03
      11.07 Insurance Company Reliance
            on Trustee's Signature..............................11.03
      11.08 Acquittance.........................................11.03
      11.09 Duties of Insurance Company.........................11.03
ARTICLE XII, MISCELLANEOUS
      12.01 Evidence............................................12.01
      12.02 No Responsibility for Employer
            Action..............................................12.01
      12.03 Fiduciaries Not Insurers............................12.01
      12.04 Waiver of Notice....................................12.01
      12.05 Successors..........................................12.01
      12.06 Word Usage..........................................12.01
      12.07 State Law...........................................12.01
      12.08 Employer's Right to Participate.....................12.01
      12.09 Employment Not Guaranteed...........................12.02
ARTICLE XIII, EXCLUSIVE BENEFIT,
AMENDMENT, TERMINATION
      13.01 Exclusive Benefit...................................13.01
      13.02 Amendment by Employer...............................13.01
      13.03 Amendment by Master Plan Sponsor....................13.02
      13.04 Discontinuance......................................13.02
      13.05 Full Vesting on Termination.........................13.02
      13.06 Merger/Direct Transfer..............................13.02
      13.07 Termination.........................................13.03
ARTICLE XIV, CODE ss.401(k) AND CODE ss.401(m)
ARRANGEMENTS
      14.01 Application.........................................14.01
      14.02 Code ss.401(k) Arrangement............................14.01
      14.03 Definitions.........................................14.01
      14.04 Matching Contributions/
            Employee Contributions..............................14.03
      14.05 Time of Payment of Contributions....................14.04
      14.06 Special Allocation Provisions -
            Deferral Contributions, Matching
            Contributions and Qualified
            Nonelective Contributions...........................14.04
      14.07 Annual Elective Deferral
            Limitation..........................................14.05
      14.08 Actual Deferral Percentage
            ("ADP") Test........................................14.06
      14.09 Nondiscrimination Rules for
            Employer Matching Contributions/
            Participant Nondeductible

                                       2.

<PAGE>


                                              Defined Contribution Master Plan

                       ALPHABETICAL LISTING OF DEFINITIONS

                                                 Section Reference
         Plan Definition                             (Page Number)

            Contributions.........................................14.08
      14.10 Multiple Use Limitation...............................14.10
      14.11 Distribution Restrictions.............................14.10
      14.12 Special Allocation Rules..............................14.12
100% Limitation..........................................3.19(l) (3.07)
Account.....................................................1.14 (1.05)
Accounting Date.............................................1.20 (1.06)
Accrued Benefit.............................................1.15 (1.05)
Actual Deferral Percentage ("ADP") Test...................14.08 (14.06)
Adoption Agreement..........................................1.04 (1.01)
Advisory Committee..........................................1.06 (1.02)
Annual Addition..........................................3.19(a) (3.07)
Average Contribution Percentage Test......................14.09 (14.08)
Beneficiary.................................................1.11 (1.03)
Break in Service for Eligibility Purposes...................2.03 (2.01)
Break in Service for Vesting Purposes.......................5.07 (5.03)
Cash-out Distribution.......................................5.04 (5.01)
Code........................................................1.25 (1.06)
Code ss.411(d)(6) Protected Benefits........................13.02 (13.01)
Compensation................................................1.12 (1.03)
Compensation for Code ss.401(k)
      Purposes.........................................14.03(f) (14.02)
Compensation for Code ss.415 Purposes......................3.19(b) (3.08)
Compensation for Top Heavy Purposes...................1.33(B)(3) (1.10)
Contract(s)............................................11.03(c) (11.02)
Custodian Designation..................................10.03[B] (10.03)
Deemed Cash-out Rule.....................................5.04(C) (5.02)
Deferral Contributions.................................14.03(g) (14.02)
Deferral Contributions Account.........................14.06(A) (14.04)
Defined Benefit Plan.....................................3.19(i) (3.09)
Defined Benefit Plan Fraction............................3.19(j) (3.09)
Defined Contribution Plan................................3.19(h) (3.08)
Defined Contribution Plan Fraction.......................3.19(k) (3.09)
Determination Date....................................1.33(B)(7) (1.11)
Disability..................................................1.28 (1.07)
Distribution Date...........................................6.01 (6.01)
Distribution Restrictions..............................14.03(m) (14.03)
Earned Income...............................................1.13 (1.05)
Effective Date..............................................1.18 (1.05)
Elective Deferrals.....................................14.03(h) (14.02)
Elective Transfer......................................13.06(A) (13.02)
Eligible Employee......................................14.03(n) (14.03)
Employee....................................................1.07 (1.02)
Employee Contributions.................................14.03(n) (14.03)
Employer....................................................1.01 (1.01)
Employer Contribution Account.............................14.06 (14.04)
Employer for Code ss.415 Purposes..........................3.19(c) (3.08)
Employer for Top Heavy Purposes.......................1.33(B)(6) (1.11)
Employment Commencement Date................................2.02 (2.01)
ERISA.......................................................1.24 (1.06)
Excess Aggregate Contributions.........................14.09(D) (14.09)
Excess Amount............................................3.19(d) (3.08)
Excess Contributions......................................14.08 (14.07)
Exempt Participant..........................................8.01 (8.01)

                                       3.

<PAGE>


                                               Defined Contribution Master Plan

                       ALPHABETICAL LISTING OF DEFINITIONS

                                                             Section Reference
         Plan Definition                                         (Page Number)

                                                             Section Reference
         Plan Definition                                         (Page Number)

Forfeiture Break in Service........................................5.08 (5.03)
Group Trust Fund.................................................10.16 (10.08)
Hardship.....................................................6.01(A)(4) (6.01)
Hardship for Code ss.401(k) Purposes.............................1411(A) (14.10)
Highly Compensated Employee........................................1.09 (1.02)
Highly Compensated Group......................................14.03(d) (14.02)
Hour of Service....................................................1.27 (1.06)
Incidental Insurance Benefits.................................11.01(A) (11.01)
Indemnity..........................................................7.03 (7.01)
Insurable Participant.........................................11.03(d) (11.02)
Investment Manager..............................................9.04(i) (9.01)
Issuing Insurance Company.....................................11.03(b) (11.02)
Joint and Survivor Annuity......................................6.04(A) (6.06)
Key Employee.................................................1.33(B)(1) (1.10)
Leased Employees...................................................1.31 (1.08)
Limitation Year...............................1.17 and 3.19(e) (1.05 and 3.08)
Loan Policy.....................................................9.04(A) (9.02)
Mandatory Contributions.......................................14.03(A) (14.03)
Mandatory Contributions Account...............................14.04(A) (14.03)
Master or Prototype Plan........................................3.19(f) (3.08)
Matching Contributions........................................14.03(i) (14.02)
Maximum Permissible Amount......................................3.19(g) (3.08)
Minimum Distribution Incidental Benefit.........................6.02(A) (6.03)
Multiple Use Limitation..........................................14.10 (14.10)
Named Fiduciary...............................................10.03[D] (10.05)
Nonelective Contributions.....................................14.03(j) (14.02)
Nonforfeitable.....................................................1.16 (1.05)
Nonhighly Compensated Employee................................14.03(b) (14.02)
Nonhighly Compensated Group...................................14.03(e) (14.02)
Non-Key Employee.............................................1.33(B)(2) (1.10)
Nontransferable Annuity............................................1.23 (1.06)
Normal Retirement Age..............................................5.01 (5.01)
Owner-Employee.....................................................1.08 (1.02)
Paired Plans.......................................................1.34 (1.11)

Participant........................................................1.10 (1.03)
Participant Deductible Contributions...............................4.02 (4.01)
Participant Forfeiture.............................................3.05 (3.03)
Participant Loans.............................................10.03[E] (10.06)
Participant Nondeductible Contributions............................4.01 (4.01)
Permissive Aggregation Group.................................1.33(B)(5) (1.11)
Plan...............................................................1.03 (1.01)
Plan Administrator.................................................1.05 (1.01)
Plan Entry Date....................................................1.19 (1.05)
Plan Year..........................................................1.17 (1.05)
Policy........................................................11.03(a) (11.02)
Predecessor Employer...............................................1.29 (1.07)
Preretirement Survivor Annuity..................................6.04(B) (6.06)
Qualified Domestic Relations Order.................................6.07 (6.08)
Qualified Matching Contributions..............................14.03(k) (14.03)
Qualified Nonelective Contributions...........................14.03(l) (14.03)
Qualifying Employer Real Property.............................10.03[F] (10.06)
Qualifying Employer Securities................................10.03[F] (10.06)
Related Employers..................................................1.30 (1.08)
Required Aggregation Group...................................1.33(B)(4) (1.11)
Required Beginning Date.........................................6.01(B) (6.02)
Retirement Investment Trust........................................1.35 (1.11)
Rollover Contributions.............................................4.03 (4.01)
Self-Employed Individual...........................................1.08 (1.02)
Service............................................................1.26 (1.06)
Term Life Insurance Contract.....................................11.03 (11.02)
Top Heavy Minimum Allocation....................................3.04(B) (3.01)
Top Heavy Ratio....................................................1.33 (1.09)
Trust..............................................................1.21 (1.06)
Trustee............................................................1.02 (1.01)
Trustee Designation...........................................10.03[A] (10.01)
Trust Fund.........................................................1.22 (1.06)
Weighted Average Allocation Method...............................14.12 (14.12)
Year of Service for Eligibility Purposes...........................2.02 (2.01)
Year of Service for Vesting Purposes...............................5.06 (5.03)



                                                
<PAGE>



                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION
              DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                             BASIC PLAN DOCUMENT #03

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

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

         1.04 "Adoption  Agreement" means the document executed by each Employer
adopting  this  Master  Plan.  The terms of this  Master Plan as modified by the
terms of an adopting Employees Adoption Agreement constitute a separate Plan and
Trust to be construed as a single

                                                        
<PAGE>



Agreement.  Each elective  provision of the Adoption  Agreement  corresponds  by
section  reference  to the section of the Plan which grants the  election.  Each
Adoption  Agreement  offered under this Master Plan is either a  Nonstandardized
Plan or a  Standardized  Plan,  as  identified  in the preamble to that Adoption
Agreement.  The provisions of this Master Plan apply equally to  Nonstandardized
Plans and to Standardized Plans unless otherwise specified.

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

         1.06 "Advisory  Committee"  means the Employees  Advisory  Committee as
from time to time constituted.

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

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

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

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

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


                                       2.

<PAGE>



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

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

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

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

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

                                       3.

<PAGE>



Section 1.09 or received  Compensation in excess of $50,000 during: (1) the year
of his Separation from Service (or the prior year); or (2) any year ending after
his 54th birthday.

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

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

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

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

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

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

                  (d) Other amounts which receive special tax benefits,  such as
         premiums for group term life insurance (but only to the extent that the
         premiums are not includible in

                                       4.

<PAGE>



         the gross income of the Employee), or contributions made by an Employer
         (whether  or not  under  a  salary  reduction  agreement)  towards  the
         purchase of an annuity contract described in Code ss.403(b) (whether or
         not the  contributions  are  excludible  from the  gross  income of the
         Employee),  other  than  "elective  contributions,"  if  elected in the
         Employer's Adoption Agreement.

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

(A)      Limitations on Compensation.

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

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

                                       5.

<PAGE>



         level. If the Employer's Plan is a  Nonstandardized  Plan, the Employer
         may  elect  to use a  different  method  in  determining  the  Adjusted
         Compensation of the affected  Participants by specifying that method in
         an addendum to the Adoption Agreement, numbered Section 1.12.

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

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

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

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

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

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


                                       6.

<PAGE>



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

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

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

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

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

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

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

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

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

         1.27     "Hour of Service" means:

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

                  (b)  Each  Hour of  Service  for  back  pay,  irrespective  of
         mitigation  of damages,  to which the  Employer has agreed or for which
         the  Employee has received an award.  The  Advisory  Committee  credits
         Hours of Service under this paragraph (b) to the Employee

                                       7.

<PAGE>



         for the  computation  period(s)  to which  the  award or the  agreement
         pertains  rather  than for the  computation  period in which the award,
         agreement or payment is made; and

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

         The Advisory  Committee  will not credit an Hour of Service  under more
than one of the above  paragraphs.  A  computation  period for  purposes of this
Section 127 is the Plan Year, Year of Service period, Break in Service period or
other  period,  as  determined  under the Plan  provision for which the Advisory
Committee is measuring an  Employees  Hours of Service.  The Advisory  Committee
will resolve any  ambiguity  with respect to the crediting of an Hour of Service
in favor of the Employee.

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

(B)  Maternity/paternity  leave.  Solely for purposes of determining whether the
Employee  incurs a Break in  Service  under  any  provision  of this  Plan,  the
Advisory  Committee  must credit Hours of Service  during an  Employee's  unpaid
absence  Period due to  maternity  or paternity  leave.  The Advisory  Committee
considers an Employee on maternity or paternity leave if the Employee's  absence
is due to the  Employee's  pregnancy,  the birth of the  Employee's  child,  the
placement with the Employee of an adopted  child,  or the care of the Employee's
child  immediately  following  the  child's  birth or  placement.  The  Advisory
Committee  credits  Hours of Service  under this  paragraph  on the basis of the
number of Hours of Service the Employee would receive if he were paid during the
absence period or, if the Advisory Committee cannot determine the number of

                                       8.

<PAGE>



Hours of Service the  Employee  would  receive,  on the basis of 8 hours per day
during the absence  period.  The Advisory  Committee will credit only the number
(not exceeding 501) of Hours of Service necessary to prevent an Employee's Break
in Service.  The Advisory  Committee  credits all Hours of Service  described in
this paragraph to the computation  period in which the absence period begins or,
if the  Employee  does not need  these  Hours of  Service  to prevent a Break in
Service  in the  computation  period in which his  absence  period  begins,  the
Advisory  Committee credits these Hours of Service to the immediately  following
computation period.

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

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

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

                                       9.

<PAGE>



all purposes of the Plan,  and "Plan  Administrator"  means the Employer that is
the signatory to the Execution Page of the Adoption Agreement.

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

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

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

(B) Other requirements. The Advisory Committee must apply this Section 1.31 in a
manner consistent with Code  ss.ss.1414(n) and 414(o) and the regulations issued
under those Code sections.  The Employer must specify in the Adoption  Agreement
the  manner  in  which  the Plan  will  determine  the  allocation  of  Employer
contributions  and  Participant  forfeitures  on behalf of a Participant  if the
Participant  is a Leased  Employee  covered by a plan  maintained by the leasing
organization.

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


                                       10.

<PAGE>



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

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

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

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

                                       11.

<PAGE>



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

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



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

         (1) "Key Employee" means, as of any Determination Date, any Employee or
         former  Employee (or  Beneficiary  of such  Employee) who, for any Plan
         Year in the Determination Period: (i) has Compensation in excess of 50%
         of the dollar amount  prescribed in Code  ss.415(b)(1)(A)  (relating to
         defined benefit plans) and is an officer of the Employer; (ii) has

                                       12.

<PAGE>



         Compensation  in  excess  of  the  dollar  amount  prescribed  in  Code
         ss.6415(c)(1)(A) (relating to defined contribution plans) and is one of
         the Employees owning the ten largest  interests in the Employer;  (iii)
         is a more  than 5% owner  of the  Employer;  or (iv) is a more  than 1%
         owner of the Employer and has  Compensation of more than $150,000.  The
         constructive  ownership rules of Code ss.318 (or the principles of that
         section,  in the case of an  unincorporated  Employer,)  will  apply to
         determine ownership in the Employer.  The number of officers taken into
         account under clause (i) will not exceed the greater of 3 or 10% of the
         total number (after  application of the Code  ss.414(q)  exclusions) of
         Employees,  but no more than 50 officers.  The Advisory  Committee will
         make the determination of who is a Key Employee in accordance with Code
         ss.416(i)(1) and the regulations under that Code section.

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

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

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

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

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

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

         1.34 "Paired  Plans"  means the  Employer has adopted two  Standardized
Plan Adoption  Agreements  offered with this Master Plan, one Adoption Agreement
being a Paired  Profit  Sharing Plan and one Adoption  Agreement  being a Paired
Pension  Plan.  A Paired  Profit  Sharing  Plan  may  include  a Code  ss.401(k)
arrangement.  A Paired Pension Plan must be a money  purchase  pension plan or a
target  benefit  pension  plan.  Paired Plans must be the subject of a favorable
opinion letter issued by the National  Office of the Internal  Revenue  Service.
This Master Plan

                                       13.

<PAGE>



does not pair any of its Standardized Plan Adoption Agreements with Standardized
Plan Adoption Agreements under a defined benefit master plan.

         1.35  "Retirement  Investment  Trust" means the open-end,  diversified,
management  investment  company,  or any successor  thereto by change of name or
otherwise, that offers collective investment funds for retirement accounts as to
which Texas Commerce Bank National Association or an affiliated bank serves as a
trustee.  The Retirement  Investment Trust is explained concisely in the current
Retirement Investment Trust Prospectus.

                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

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

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

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

(A) 2-year  Eligibility.  If the Employer elects a 2 years of service  condition
for eligibility  purposes under Adoption Agreement Section 2.01, the Plan treats
an Employee who incurs a one

                                       14.

<PAGE>



year Break in Service and who has never become a  Participant  as a new Employee
on the date he first  performs  an Hour of Service  for the  Employer  after the
Break in Service.

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

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

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


                                       15.

<PAGE>



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

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

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

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

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

                                       16.

<PAGE>



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

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

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

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

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

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

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

         3.04     CONTRIBUTION ALLOCATION.

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

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

                                       17.

<PAGE>



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

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

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

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

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

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

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

                                       18.

<PAGE>



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

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

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

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

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

                  (a) If the Employer  elects to make any  necessary  additional
         contribution  to this Plan, the Advisory  Committee first will allocate
         the Employer  contributions (and Participant  forfeitures,  if any) for
         the Plan Year in accordance  with the provisions of Adoption  Agreement
         Section 3.04.  The Employer then will  contribute an additional  amount
         for the Account of any Participant  entitled under this Section 3.04(B)
         to a top

                                       19.

<PAGE>



         heavy minimum allocation and whose continuation rate for the Plan Year,
         under this Plan and any other plan  aggregated  under paragraph (5), is
         less than the top heavy minimum  allocation.  The additional  amount is
         the amount necessary to increase the Participant's contribution rate to
         the top heavy minimum allocation.  The Advisory Committee will allocate
         the additional  contribution to the Account of the Participant on whose
         behalf the Employer makes the contribution.

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

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

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

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

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


                                       20.

<PAGE>



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

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

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

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


                                       21.

<PAGE>



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


Part 2.   Limitations on Allocations: Sections 3.07 through 3.19

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

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


                                       22.

<PAGE>



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

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

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

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

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

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

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

     [Note:  Sections  3.11  through  3.16 apply only to  Participants  who,  in
addition  to this  Plan,  participate  in one or more  plans  (including  Paired
Plans), all of which are qualified Master or

                                       23.

<PAGE>



Prototype  defined  contribution  plans or welfare  benefit funds (as defined in
Code ss.419(e)) maintained by the Employer during the Limitation Year.]

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



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

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

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


                                       24.

<PAGE>



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

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

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

         3.17  SPECIAL  ALLOCATION  LIMITATION.  The amount of Annual  Additions
which the  Advisory  Committee  may  allocate  under  this Plan on behalf of any
Participant  are  limited in  accordance  with the  provisions  of Section 3. 11
through 3.16, as though the other plan were a Master or Prototype  plan,  unless
the  Employer  provides  other  limitations  in  an  addendum  to  the  Adoption
Agreement, numbered Section 3.17.

         3.18 DEFINED  BENEFIT  PLAN  LIMITATION.  If the  Employer  maintains a
defined  benefit plan, or has ever  maintained a defined  benefit plan which the
Employer has  terminated,  then the sum of the defined benefit plan fraction and
the defined  contribution  plan fraction for any  Participant for any Limitation
Year must not exceed 1.0 The Employer must provide in Adoption Agreement Section
3.18 the manner in which the Plan will  satisfy  this  limitation.  The Employer
also must provide in its Adoption Agreement Section 3.18 the manner in which the
Plan will  satisfy the top heavy  requirements  of Code ss.416 after taking into
account the existence  December 11, 1997 (or prior  maintenance)  of the defined
benefit plan.

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

                  (a)  "Annual  Addition"  - The  sum of the  following  amounts
         allocated on behalf of a Participant for a Limitation  Year, of (i) all
         Employer  contributions;  (ii) all forfeitures;  and (iii) all Employee
         contributions.  Except to the extent provided in Treasury  regulations,
         Annual  Additions  include  excess  contributions   described  in  Code
         ss.401(k),  excess aggregate  contributions described in Code ss.401(m)
         and excess  deferrals  described  in Code  ss.402(g),  irrespective  of
         whether the plan  distributes or forfeits such excess  amounts.  Annual
         Additions  also include  Excess  Amounts  reapplied to reduce  Employer
         contributions  under Section 3.10.  Amounts  allocated  after March 31,
         1984,   to  an   individual   medical   account  (as  defined  in  Code
         ss.415(1)(2))  included as part of a defined benefit plan maintained by
         the  Employer  are  Annual  Additions.  Furthermore,  Annual  Additions
         include  contributions  paid or accrued  after  December 31, 1985,  for
         taxable  years  ending  after  December  31,  1985,   attributable   to
         post-retirement medical benefits allocated to the separate account of a
         key employee (as defined in Code ss.419A(d)(3)) under a welfare benefit
         fund (as defined in Code ss.419(e)) maintained by the Employer.

                                       25.

<PAGE>



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

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

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

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

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

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

                  Number of months in the short Limitation Year
                                       12

         (h) "Defined  contribution plan" - A retirement plan which provides for
         an  individual  account for each  participant  and for  benefits  based
         solely on the amount contributed to the participant's  account, and any
         income,  expenses, gains and losses, and any forfeitures of accounts of
         other  participants  which the plan may allocate to such  participant's
         account.  The Advisory  Committee  must treat all defined  contribution
         plans  (whether  or not  terminated)  maintained  by the  Employer as a
         single plan.  Solely for purposes of the  limitations of Part 2 of this
         Article III, the Advisory  Committee will treat employee  contributions
         made to a defined benefit plan maintained by the Employer as a separate
         defined  contribution plan. The Advisory Committee also will treat as a
         defined

                                       26.

<PAGE>



         contribution  plan an  individual  medical  account (as defined in Code
         ss.415(i)(2))  included as part of a defined benefit plan maintained by
         the Employer and, for taxable  years ending after  December 31, 1985, a
         welfare benefit fund under Code ss.419(e) maintained by the Employer to
         the extent there are post-retirement  medical benefits allocated to the
         separate account of a key employee (as defined in Code ss.419A(d)(3)).

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

     [Note: - The  definitions in paragraphs  (j), (k) and (1) apply only if the
limitation described in Section 3.18 applies to the Employees Plan.]




                                       27.

<PAGE>



(j)      "Defined benefit plan fraction" -

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

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


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

         (k)      "Defined contribution plan fraction" -

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

                                       28.

   <PAGE>



     the special dollar limitations for employee stock ownership plans), or
       (ii) 35% of the Participant's Compensation for the Limitation Year

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

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

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS


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

                                       29.

<PAGE>



the Plan's acceptance of Participant  nondeductible  contributions  prior to the
first Plan Year commencing after the Plan Year in which the Employer adopts this
Master Plan.

         4.02  PARTICIPANT  DEDUCTIBLE  CONTRIBUTIONS.  A qualified Plan may not
accept  Participant  deductible  contributions  after  April  15,  1987.  If the
Employer's  Plan includes  Participant  deductible  contributions  ("DECs") made
prior to April 16,  1987,  the  Advisory  Committee  must  maintain  a  separate
accounting for the Participant's Accrued Benefit attributable to DECs, including
DECs which are part of a rollover  contribution  described in Section 4.03.  The
Advisory  Committee will treat the accumulated DECs as part of the Participant's
Accrued Benefit for all purposes of the Plan, except for purposes of determining
the top heavy ratio under  Section 133. The Advisory  Committee may not use DECs
to purchase life insurance on the Participant's behalf.

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

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

     An  eligible   Employee,   prior  to  satisfying  the  Plan's   eligibility
conditions, may make a rollover contribution to the Trust to the same extent and
in the same manner as a Participant. If

                                       30.

<PAGE>



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

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

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

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


                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

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

          5.02  PARTICIPANT  DISABILITY OR DEATH.  The Employer may elect in its
     Adoption Agreement to provide a Participant's  Accrued Benefit derived from
     Employer contributions will be

                                       31.

<PAGE>



     100%  Nonforfeitable  if the  Participant's  Separation  from  Service is a
     result of his death or his disability-

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

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

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

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

(A) Restoration and Conditions upon Restoration. A partially-vested  Participant
who is reemployed by the Employer after receiving a cash-out distribution of the
Nonforfeitable  percentage  of his  Accrued  Benefit  may repay the  Trustee the
amount of the  cash-out  distribution  attributable  to Employer  contributions,
unless the  Participant  no longer has a right to  restoration  by reason of the
conditions of this Section 5.04(A). If a partially-vested  Participant makes the
cash-out  distribution  repayment,  the  Advisory  Committee,   subject  to  the
conditions  of  this  Section   5.04(A),   must  restore  his  Accrued   Benefit
attributable to Employer  contributions  to the same dollar amount as the dollar
amount of his Accrued Benefit on the Accounting Date, or other valuation date,

                                       32.

<PAGE>



immediately preceding the date of the cash-out distribution,  unadjusted for any
gains or losses occurring subsequent to that Accounting Date, or other valuation
date.  Restoration of the Participant's  Accrued Benefit includes restoration of
all Code ss.411(d)(6)  protected  benefits with respect to that restored Accrued
Benefit  in  accordance  with  applicable  Treasury  regulations.  The  Advisory
Committee  will not restore a re-employed  Participant's  Accrued  Benefit under
this paragraph if:

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

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

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

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

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

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

         In an addendum to its Adoption Agreement numbered 5.04(B), the Employer
may eliminate as a means of restoration any of the amounts  described in clauses
(1),  (2) and (3) or may change the order of priority of these  amounts.  To the
extent the amounts  described in clauses (1),  (2) and (3) are  insufficient  to
enable the Advisory  Committee to make the  required  restoration,  the Employer
must contribute, without regard to any requirement or condition of Section 3.01,
the  additional  amount  necessary to enable the Advisory  Committee to make the
required  restoration.  If, for a particular  Plan Year, the Advisory  Committee
must restore the Accrued Benefit of more than one re-employed Participant,  then
the  Advisory  Committee  will  make the  restoration  allocations  to each such
Participant's  Account  in the same  proportion  that a  Participant's  restored
amount for the Plan Year bears to the  restored  amount for the Plan Year of all
re-employed

                                       33.

<PAGE>



Participants.  The Advisory  Committee will not take into account any allocation
under this Section 5.04 in applying the limitation on  allocations  under Part 2
of Article III.

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

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

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

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

                                       34.

<PAGE>



Hours of Service to receive credit for a Year of Service, a Participant incurs a
Break in Service in a vesting computation period in which he fails to complete a
Year of Service.

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

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

         (b)  The  Plan  disregards  any  Year of  Service  excluded  under  the
         Employer's Adoption Agreement.

         The  Plan  does  not  apply  the  Break  in  Service  rule  under  Code
ss.411(a)(6)(B).  Therefore,  an  Employee  need not  complete a Year of Service
after a Break in  Service  before the Plan takes  into  account  the  Employee's
otherwise includible Years of Service under this Article V.

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

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

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

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






                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS

         6.01 TIME OF PAYMENT OF ACCRUED  BENEFIT.  Unless,  pursuant to Section
6.03, the Participant or the  Beneficiary  elects in writing to a different time
or method of payment,

                                       35.

<PAGE>



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

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

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

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

         (3) Disability. If the Participant's Separation from Service is because
of his  disability,  the Advisory  Committee  will direct the Trustee to pay the
Participant's  Nonforfeitable  Accrued Benefit in lump sum, on the  distribution
date the Employer specifies in the Adoption Agreement,

                                       36.

<PAGE>



subject to the notice and consent requirements of this Article VI and subject to
the applicable mandatory commencement dates described in Paragraphs (1) and (2).

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

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

(C) Death of the Participant. The Advisory Committee will direct the Trustee, in
accordance  with  this  Section  6.01(C),  to  distribute  to the  Participant's
Beneficiary the  Participant's  Nonforfeitable  Accrued Benefit remaining in the
Trust at the time of Participant's death. Subject to the requirements of Section
6.04, the Advisory Committee will determine the death benefit by

                                       37.

<PAGE>



reducing  the  Participant's  Nonforfeitable  Accrued  Benefit  by any  security
interest the Plan has against that  Nonforfeitable  Accrued Benefit by reason of
an outstanding Participant loan.

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

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

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

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

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

                                       38.

<PAGE>



payment of all,  or any  portion,  of the  Participant's  unpaid  Nonforfeitable
Accrued Benefit, subject to the requirements of Section 6.04.

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

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

                                       39.

<PAGE>



incidental as of the date the Trustee is to commence  payment of the  retirement
benefits  to the  Participant,  or as of any date the Trustee  redetermines  the
payment period to the Participant.

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

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

     6.03 BENEFIT  PAYMENT  ELECTIONS.  Not earlier than 90 days,  but not later
than 30 days,  before the  Participant's  annuity  starting  date,  the Advisory
Committee must provide a benefit

                                       40.

<PAGE>



notice to a Participant  who is eligible to make an election  under this Section
6.03. The benefit notice must explain the optional forms of benefit in the Plan,
including the material  features and relative  values of those options,  and the
Participant's  right to defer  distribution until he attains the later of Normal
Retirement Age or age 62.

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

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

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

(C) Death Benefit Elections.  If the present value of the deceased Participant's
Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's Beneficiary may
elect to have the Trustee

                                       41.

<PAGE>



distribute the Participant's Nonforfeitable Accrued Benefit in a form and within
a period permitted under Section 6.02. The Beneficiary's  election is subject to
any restrictions  designated in writing by the Participant and not revoked as of
his date of death.

(D) Transitional Elections.  Notwithstanding the provisions of Sections 6.01 and
6.02 the Participant (or Beneficiary) signed a written distribution  designation
prior  to  January  1,  1994,  the  Advisory   Committee  must   distribute  the
Participant's   Nonforfeitable   Accrued   Benefit  in   accordance   with  that
designation,  subject however, to the survivor requirements,  if applicable,  of
Sections 6.04,  6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution  designation,  and the Advisory Committee will not comply with that
designation,  if any of the following  applies:  (1) the method of  distribution
would have  disqualified  the Plan under Code 401(a)(9) as in effect on December
31, 1983; (2) the Participant did not have an Accrued Benefit as of December 31,
1983; (3) the  distribution  designation does not specify the timing and form of
the distribution  and the death  Beneficiaries  (in order of priority);  (4) the
substitution of a Beneficiary  modifies the payment period of the  distribution;
or, (5) the Participant (or  Beneficiary)  modifies or revokes the  distribution
designation.  In the event of a revocation,  the Plan must distribute,  no later
than December 31 of the calendar  year  following  the year of  revocation,  the
amount which the  Participant  would have received under Section  6.02(A) if the
distribution  designation had not been in effect or, if the Beneficiary  revokes
the  distribution  designation,  the  amount  which the  Beneficiary  would have
received under Section 6.02(B) if the  distribution  designation had not been in
effect.  The Advisory Committee will apply this Section 6.03(D) to rollovers and
transfers  in  accordance  with  Part  J  of  the  Code  ss.401(a)(9)   Treasury
regulations.

         6.04     ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

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


                                       42.

<PAGE>



(B) Preretirement  Survivor Annuity.  If a married Participant dies prior to his
annuity  starting  date,  the  Advisory  Committee  will  direct the  Trustee to
distribute a portion of the Participant's  Nonforfeitable Accrued Benefit to the
Participant's  surviving spouse in the form of a preretirement survivor annuity,
unless the  Participant  has a valid waiver  election  (as  described in Section
6.06) in effect,  or unless the  Participant  and his  spouse  were not  married
throughout the one year period ending on the date of his death. A  preretirement
survivor   annuity  is  an  annuity  which  is  purchasable   with  50%  of  the
Participant's  Nonforfeitable  Accrued Benefit (determined as of the date of the
Participant's  death)  and which is  payable  for the life of the  Participant's
surviving  spouse.   The  value  of  the   preretirement   survivor  annuity  is
attributable to Employer contributions and to Employee contributions in the same
proportion as the Participant's  Nonforfeitable  Accrued Benefit is attributable
to those contributions.  The portion of the Participant's Nonforfeitable Accrued
Benefit  not  payable  under this  paragraph  is  payable  to the  Participant's
Beneficiary,  in accordance with the other provisions of this Article VI. If the
present value of the preretirement  survivor annuity does not exceed $3,500, the
Advisory  Committee,  on or before the annuity  starting  date,  must direct the
Trustee to make a lump sum distribution to the  Participant's  surviving spouse,
in lieu of a preretirement  survivor annuity.  This Section 6.40(B) applies only
to a  Participant  who dies after August 22, 1984,  and either (i)  completes at
least one Hour of Service  with the  Employer  after  August 22,  1984,  or (ii)
separated  from Service with at least 10 Years of Service (as defined in Section
5.06) and  completed  at least one Hour of Service  with the  Employer in a Plan
Year beginning after December 31, 1975.

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

(D) Special  Rules.  If the  Participant  has in effect a valid waiver  election
regarding the qualified joint and survivor annuity or the preretirement survivor
annuity,  the  Advisory  Committee  must  direct the Trustee to  distribute  the
Participant's  Nonforfeitable  Accrued Benefit in accordance with Sections 6.01,
6.02  and  6.03.   The  Advisory   Committee   will  reduce  the   Participant's
Nonforfeitable  Accrued Benefit by any security interest (pursuant to any offset
rights  authorized  by  Section  10.03(E)  held  by  the  Plan  by  reason  of a
Participant  loan to  determine  the value of the  Participant's  Nonforfeitable
Accrued  Benefit  distributable  in the form of a qualified  joint and  survivor
annuity or preretirement  survivor  annuity,  provided any post-August 18, 1985,
loan satisfied the spousal consent requirement  described in Section 10.03(E) of
the Plan.  For  purposes of applying  this  Article VI, the  Advisory  Committee
treats a former spouse as the  Participant's  spouse or surviving  spouse to the
extent

                                       43.

<PAGE>



provided under a qualified  domestic  relations order described in Section 6.07.
The  provisions  of this  Section  6.04,  and of Sections  6.05 and 6.06,  apply
separately to the portion of the  Participant's  Nonforfeitable  Accrued Benefit
subject to the  qualified  domestic  relations  order and to the  portion of the
Participant's Nonforfeitable Accrued Benefit not subject to that order.

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

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

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

                                       44.

<PAGE>



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

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

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

     6.07 DISTRIBUTIONS  UNDER DOMESTIC  RELATIONS ORDERS.  Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the Advisory

                                       45.

<PAGE>



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

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

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

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

                                       46.

<PAGE>



distributions,  required  under this Section 6.07 by separate  benefit checks or
other separate distribution to the alternate payee(s).

                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

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

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

         7.03  INDEMNITY OF CERTAIN  FIDUCIARIES.  Subject to the  provisions of
this Section  7.03,  to the full extent  permitted  by law,  the Employer  shall
indemnify  each past,  present  and  future  Plan  Administrator,  member of the
Advisory Committee and Trustee (or Custodian)  (hereinafter all such indemnified
persons  and  entities  shall  be  jointly  and  severally  referred  to as  the
"Indemnified  Party")  against,  and each  Indemnified  Party  shall be entitled
without  further act on his part to indemnity from the Employer for, any and all
losses,  liabilities,  costs and expenses  (including  the amount of  judgments,
court costs,  reasonable attorneys' fees, and the amount of approved settlements
made with a view to the  curtailment of costs of litigation,  other than amounts
paid to the Employer itself)  incurred by such  Indemnified  Party in connection
with or arising out of any pending,  threatened or anticipated  possible action,
suit or other proceeding,  including any investigation that might lead to such a
proceeding, in which he is or may be involved by reason of or in connection with
his being or having been a Plan Administrator, member of the Advisory Committee,
Trustee or  Custodian,  whether or not he continues to be a Plan  Administrator,
member of the Advisory Committee,  Trustee or Custodian at the time of incurring
any such losses, liabilities,  costs and expenses (collectively,  the "Losses");
provided,   however,   that  such  indemnity   shall  not  include  any  losses,
liabilities,  costs and  expenses  incurred by such  Indemnified  Party (i) with
respect to any matters as to which he is finally  adjudged  in any such  action,
suit or  proceeding  to have  been  guilty  of gross  negligence,  bad  faith or
intentional misconduct in the performance of his duties as a Plan Administrator,
member of the Advisory Committee,  Trustee or Custodian, or (ii) with respect to
any matter to the extent that a  settlement  thereof is effected in an amount in
excess of the amount  approved  by the  Employer,  which  approval  shall not be
unreasonably withheld.

         The Employer's  obligation hereunder to indemnify the Indemnified Party
shall  exist  without  regard to the cause or  causes of the  matters  for which
indemnity  is owed and  expressly  includes  (but is not limited to) the Losses,
directly or indirectly, relating to, based upon,, arising out of, or resulting

                                       47.

<PAGE>



from any  conceivable  or possible  combination  of  negligence,  fault or wrong
doing,  it being the  express  specific  intent of the  Employer  to provide the
maximum possible  indemnification  protection hereunder,  but excluding any such
Losses  that are found by a court of  competent  jurisdiction  to have  resulted
solely from gross negligence, bad faith or intentional misconduct.

         No  right  of  indemnification  hereunder  shall be  available  to,  or
enforceable by, any such Indemnified Party unless,  within sixty (60) days after
his actual  receipt of  service  of  process in any such  action,  suit or other
proceeding (or such longer period as may be approved by the Employer),  he shall
have offered the Employer, in writing, the opportunity to handle and defend same
at its sole expense. The decision by the Employer to handle the proceeding shall
conclusively  determine that such Indemnified Party is entitled to the indemnity
provided herein unless then otherwise expressly agreed by the Indemnified Party.
Until and unless a final judicial  determination has been made that indemnity is
not applicable, all such Indemnified Party's expenses shall be promptly and

fully  paid or  reimbursed  by the  Employer  upon  demand by such  person.  The
foregoing right of indemnification  shall inure to the benefit of the successors
and  assigns,  and  of  the  heirs,   executors,   administrators  and  personal
representatives  of each such Indemnified  Party and shall be in addition to all
other rights to which each such Indemnified Party may be entitled as a matter of
law, contract, or otherwise. The indemnification provisions of this Section 7.03
shall not relieve any  Indemnified  Party from any  liability  he may have under
ERISA for breach of a fiduciary duty. Furthermore, any Indemnified Party and the
Employer may execute a letter agreement further  delineating the indemnification
agreement of this Section 7.03, provided the letter agreement must be consistent
with and does not violate ERISA. Subject to the above provisions of this Section
7.03,  the  indemnification  provisions  of this  Section  7.03  extend  to each
Indemnified  Party except to the extent provided by a letter agreement  executed
by the Employer and any person who otherwise would be an Indemnified Party under
this Section 7.03.

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

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

                                       48.

<PAGE>



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

                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

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

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


                                       49.

<PAGE>



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

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

         (a)      The Participant's surviving spouse;

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

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

         (d)      The Participant's estate.

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

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

         8.04  ADDRESS  FOR  NOTIFICATION.  Each ant and each  Beneficiary  of a
deceased Participant must file with the Advisory Committee from time to time, in
writing,  his post office  address and any change of post  office  address.  Any
communication,  statement or notice addressed to a Participant,  or Beneficiary,
at his last post office address filed with the Advisory Committee, or

                                       50.

<PAGE>



as shown on the records of the Employer, binds the Participant,  or Beneficiary,
for all purposes of this Plan.

         8.05  ASSIGNMENT OR ALIENATION.  Subject to Code ss.401(p)  relating to
qualified domestic relations orders, neither a Participant nor a Beneficiary may
anticipate, assign or alienate (either at law or in equity) any benefit provided
under  the Plan,  and the  Trustee  will not  recognize  any such  anticipation,
assignment or alienation.  Furthermore,  a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable process.

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

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

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

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

         (a)      The specific reason for the denial;

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


                                       51.

<PAGE>



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

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

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

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

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

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

                                       52.

<PAGE>



Participant  until  the  Trustee  (or  the  Named  Fiduciary,  in the  case of a
nondiscretionary  Trustee)  deems it  appropriate  to add the amount paid to the
Participant's separate Account under the Plan.

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

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

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

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

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

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

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

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

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

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

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

                                       53.

<PAGE>



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

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

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

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

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

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

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

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

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

     9.07 AUTHORIZED  REPRESENTATIVE.  The Advisory  Committee may authorize any
one of its  members,  or its  Secretary,  to sign  on its  behalf  any  notices,
directions, applications,

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certificates,  consents,  approvals,  waivers,  letters or other documents.  The
Advisory  Committee must evidence this authority by an instrument  signed by all
members and filed with the Trustee.

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

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

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

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

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

         9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN. A "valuation date"
under  this  Plan is each  Accounting  Date  and  each  interim  valuation  date
determined  under Section  10.14.  As of each date the Advisory  Committee  must
adjust Accounts to reflect net

                                       55.

<PAGE>



income,  gain or loss since the last valuation date. The valuation period is the
period beginning the day after the last valuation date and ending on the current
valuation date.

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

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

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

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

     9.13 ACCOUNT  CHARGED.  The Advisory  Committee will charge a Participant's
Account for all distributions made from that Account to the Participant,  to his
Beneficiary or to

                                       56.

<PAGE>



an alternate  payee.  The Advisory  Committee  also will charge a  Participant's
Account for any administrative expenses incurred by the Plan directly related to
that Account.

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

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



                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES


                                       57.

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

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

         10.03    INVESTMENT POWERS.

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

         (a) To  invest  any  part or all of the  Trust  Fund in any  common  or
         preferred stocks, open-end or closed-end mutual funds (including mutual
         funds  established  and maintained as collective  investment  funds for
         trust accounts by the Trustee or its  affiliate),  put and call options
         traded on a national  exchange,  United States  retirement  plan bonds,
         corporate bonds, debentures,  convertible debentures, commercial paper,
         U.S.  Treasury  Bills U.S.  Treasury notes and other direct or indirect
         obligations of the United States  Government or its agencies,  improved
         or  unimproved  real  estate  situated  in the United  States,  limited
         partnerships,  insurance  contracts  of  any  type,  mortgages,  notes,
         including  but not limited to master  notes,  or other  property of any
         kind,  real or personal or mixed,  whether  tangible or  intangible  or
         productive  of  income,  to buy or sell  options  on common  stock on a
         nationally  recognized  exchange with or without holding the underlying
         common  stock,  to buy and  sell  commodities,  commodity  options  and
         contracts for the future delivery of commodities, and to make any other
         investments  the Trustee deems  appropriate,  as a prudent man would do
         under like circumstances with due regard for the purposes of this Plan.
         Any investment  made or retained by the Trustee in good faith is proper
         but must be of a kind constituting a diversification  considered by law
         suitable for trust investments.

         (b) To  retain  in  cash  so much  of the  Trust  Fund  as it may  deem
         advisable to satisfy the liquidity needs of the Plan and to deposit any
         cash held in the Trust fund in a bank  account at  reasonable  interest
         and to hold  uninvested  at any time,  without  liability  for interest
         thereon for a reasonable  period of time,  any amount of money received
         by the Trustee or raised by

                                       58.

<PAGE>



          the Trustee from the sale of investments  or otherwise  until same can
          be reinvested or disbursed.

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

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

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

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

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

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

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

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


                                       59.

<PAGE>



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

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

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

         (n) To furnish to the Employer, the Plan Administrator and the Advisory
         Committee an annual  statement of account  showing the condition of the
         Trust  Fund and all  investments,  receipts,  disbursements  and  other
         transactions  effected by the Trustee  during the Plan Year  covered by
         the  statement and also stating the assets of the Trust held at the end
         of the  Plan  Year,  which  accounts  are  conclusive  on all  persons,
         including  the  Employer,  the  Plan  Administrator  and  the  Advisory
         Committee,  except as to any act or  transaction  concerning  which the
         Employer,  the Plan  Administrator or the Advisory Committee files with
         the Trustee written  exceptions or objections  within 90 days after the
         receipt of the accounts or for which ERISA  authorizes a longer  period
         within which to object. Nothing herein contained shall impair the right
         of the Trustee to a judicial settlement,  in any state or federal court
         of  competent   jurisdiction,   of  any  account  including  the  final
         accounting, rendered by the Trustee.

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

         (p) To  invest  any of the  funds  of the  Trust  into  the  Retirement
         Investment  Trust,  or  any  other  open-end,  diversified,  management
         investment  company that is specified in an addendum to the  Employer's
         Adoption  Agreement  and that offers  collective  investment  funds for
         retirement   accounts  as  to  which  Texas   Commerce   Bank  National
         Association or any affiliated bank serves as a trustee.

         (q) To exercise all the rights,  powers,  options and privileges now or
         hereafter granted to trustees under applicable state law (as defined in
         Section  12.07),  except such as conflict with the terms of the Plan or
         ERISA. The Trustee shall have, hold, manage,  control,  use, invest and
         reinvest, disburse and dispose of the Trust Fund as if the Trustee were
         the owner  thereof in fee simple  instead of in trust,  subject only to
         such limitations as are required under applicable state law (as defined
         in Section 12.07) that cannot be waived, and subject to ERISA.

(B)  Nondiscretionary  Trustee  Designation/Appointment  of  Custodian.  If  the
Employer,  in its Adoption  Agreement  Section 1.02,  designates  the Trustee to
administer the Trust as -a nondiscretionary  Trustee,  then the Trustee will not
have any  discretion  or authority  with regard to the  investment  of the Trust
Fund, but must act solely as a directed trustee of the funs contributed to

                                       60.

<PAGE>



it. A  nondiscretionary  Trustee,  as  directed  trustee of the funds held by it
under the Employer's  Plan, is authorized  and empowered,  by way of limitation,
with the following powers, rights and duties, each of which the nondiscretionary
Trustee  exercises  solely as directed  trustee in  accordance  with the written
direction of the Named  Fiduciary  (except to the extent a Plan asset is subject
to the control and  management  of a properly  appointed  Investment  Manager or
subject to Advisory Committee or Participant direction of investment):

         (a) To  invest  any  part or all of the  Trust  Fund in any  common  or
         preferred stocks, open-end or closed-end mutual funds (including mutual
         funds  established  and maintained as collective  investment  funds for
         trust accounts by the Trustee or its  affiliate),  put and call options
         traded on a national  exchange,  United States  retirement  plan bonds,
         corporate bonds, debentures,  convertible debentures, commercial paper,
         U.S.  Treasury Bills,  U.S. Treasury notes and other direct or indirect
         obligations of the United States  Government or its agencies,  improved
         or  unimproved  real  estate  situated  in the  United  States  limited
         partnerships,  insurance  contracts  of  any  type,  mortgages,  notes,
         including  or not  limited to master  notes,  or other  property of any
         kind,  real or personal or mixed,  whether  tangible or  intangible  or
         productive  of  income,  to buy or sell  options  on common  stock on a
         nationally  recognized  exchange with or without holding the underlying
         common  stock,  to buy and  sell  commodities,  commodity  options  and
         contracts for the future delivery of commodities, and to make any other
         investments the Named Fiduciary deems appropriate.

         (b) To retain in cash so much of the Trust Fund as the Named  Fiduciary
         may direct in writing  to  satisfy  liquidity  needs of the Plan and to
         deposit any cash held in the Trust Fund in a bank account at reasonable
         interest,  including,  specific  authority  to  invest  in any  type of
         deposit of the Trustee (or of a bank related to the Trustee  within the
         meaning  of Code  Section  414(b) at  reasonable  interest  and to hold
         uninvested  at any time as  directed  by the Named  Fiduciary,  without
         liability  for interest  thereon for a reasonable  period of time,  any
         amount of money  received by the Trustee or raised by the Trustee  from
         the sale of  investments  or otherwise  until same can be reinvested or
         disbursed.

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

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


                                       61.

<PAGE>



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

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

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

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

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

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

         (k)  To  furnish  to  the  Named  Fiduciary,  the  Employer,  the  Plan
         Administrator and the Advisory Committee an annual statement of account
         showing the condition of the Trust Fund and all investments,  receipts,
         disbursements and other transactions  effected by the  nondiscretionary
         Trustee  during the Plan Year covered by the statement and also stating
         the  assets  of the  Trust  held at the  end of the  Plan  Year,  which
         accounts are conclusive on all persons,  including the Named Fiduciary,
         the Employer, the Plan Administrator and the Advisory Committee, except
         as to any act or transaction concerning which the Named Fiduciary,  the
         Employer,  the Plan  Administrator or the Advisory Committee files with
         the nondiscretionary Trustee written exceptions or objections within 90
         days after the receipt of the accounts or for which ERISA  authorizes a
         longer period within which to object.  Nothing herein  contained  shall
         impair  the  right  of  the  nondiscretionary  Trustee  to  a  judicial
         settlement, in any state or federal court of competent jurisdiction, of
         any  account   including   the  final   accounting,   rendered  by  the
         nondiscretionary Trustee.

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


                                       62.

<PAGE>



         (m) To exercise all the rights,  powers,  options and privileges now or
         hereafter granted to trustees under applicable state law (as defined in
         Section  12.07),  except such as conflict with the terms of the Plan or
         ERISA. The Trustee shall have, hold, manage,  control,  use, invest and
         reinvest, disburse and dispose of the Trust Fund as if the Trustee were
         the owner  thereof in fee simple  instead of in trust,  subject only to
         such limitations as are required under applicable state law (as defined
         in Section 12.07) that cannot be waived, and subject to ERISA.

         (n) To  invest  any of the  funds  of the  Trust  into  the  Retirement
         Investment  Trust,  or  any  other  open-end,  diversified,  management
         investment  company that is specified in an addendum to the  Employer's
         Adoption  Agreement  and that offers  collective  investment  funds for
         retirement   accounts  as  to  which  Texas   Commerce   Bank  National
         Association or any affiliated bank serves as a trustee.

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

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

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

(D) Named  Fiduciary/Limitation  of  Liability  of  Nondiscretionary  Trustee or
Custodian.  Under a nondiscretionary  Trustee  designation,  the Named Fiduciary
under the  Employer's  Plan has the sole  responsibility  for the management and
control of the Employer's Trust Fund,  except with respect to a Plan asset under
the control or direction of a properly appointed Investment Manager

                                       63.

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or with  respect to a Plan asset  properly  subject to  participant  or Advisory
Committee  direction of investment.  If the Employer  appoints a Custodian,  the
Named Fiduciary is the discretionary Trustee.  Under a nondiscretionary  Trustee
designation, unless the Employer designates in writing another person or persons
to serve as Named Fiduciary, the Named Fiduciary under the Plan is the president
of a corporate Employer,  the managing partner of a partnership  Employer or the
sole  proprietor,  as  appropriate.   The  Named  Fiduciary  will  exercise  its
management  and control of the Trust Fund  through its written  direction to the
nondiscretionary  Trustee  or  to  the  Custodian,   whichever  applies  to  the
Employer's Plan.

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

(E) Participant Loans. This Section 10.03(E) specifically authorizes the Trustee
to make loans on a nondiscriminatory  basis to a Participant or to a Beneficiary
in  accordance  with the loan  policy  established  by the  Advisory  Committee,
provided:  (1) the loan policy  satisfies the  requirements of Section 9.04; (2)
loans are  available  to all  Participants  and  Beneficiaries  on a  reasonably
equivalent  basis  and  are  not  available  in  a  greater  amount  for  Highly
Compensated  Employees  than for  other  Employees;  (3) any loan is  adequately
secured and bears a  reasonable  rate of  interest;  (4) the loan  provides  for
repayment  within  a-specified  time;  (5) the  default  provisions  of the note
prohibit offset of the Participant's Nonforfeitable Accrued Benefit prior to the
time the Trustee  otherwise would  distribute the  Participant's  Nonforfeitable
Accrued  Benefit;  (6) the  amount of the loan does not  exceed (at the time the
Plan  extends the loan) the present  value of the  Participant's  Nonforfeitable
Accrued Benefit;  and (7) the loan otherwise  conforms to the exemption provided
by Code  ss.4975(d)(1).  If the joint and  survivor  requirements  of Article VI
apply to the  Participant,  the  Participant  may not Pledge any  portion of his
Accrued  Benefit as  security  for a loan made after  August 18,  1985,  unless,
within the 90 day period ending on the date the pledge  becomes  effective,  the
Participant's  spouse,  if any,  consents (in a manner described in Section 6.05
other than the  requirement  relating to the consent of a subsequent  spouse) to
the security or, by separate consent,  to an increase in the amount of security.
If the Employer is an unincorporated  trade or business, a Participant who is an
Owner-Employee  may not receive a loan from the Plan,  unless he has  obtained a
prohibited  transaction  exemption from the Department of Labor. If the Employer
is an "S Corporation," a Participant who is a shareholder-employee  (an employee
or an officer) who, at any time during the  Employer's  taxable year,  owns more
than 5%,  either  directly or by  attribution  under Code  ss.318(a)(1),  of the
Employer's outstanding stock may not receive a loan from the Plan, unless

                                       64.

<PAGE>



he has obtained a prohibited transaction exemption from the Department of Labor.
If  the  Employer  is  not  an  unincorporated  trade  or  business  nor  an  "S
Corporation,"  this Section  10.03(E)  does not impose any  restrictions  on the
class of Participants eligible for a loan from the Plan.

(F) Investment in qualifying  Employer  securities and qualifying  Employer real
property.  The investment  options in this Section 10.03(F) include the -ability
to  invest  in  qualifying-Employer   securities  or  qualifying  Employer  real
property,  as defined in and as limited by ERISA.  If the  Employer's  Plan is a
Nonstandardized  profit sharing plan, it may elect in its Adoption  Agreement to
permit the  aggregate  investments  in  qualifying  Employer  securities  and in
qualifying  Employer  real  property to exceed 10% of the value of Plan  assets.
Unless the qualifying  Employer  Securities are readily traded on an established
securities  market,  the  Named  Fiduciary  shall  obtain  from an  "independent
appraiser,"  within the meaning of Section  401(a)(28)(C) of the Code, an annual
appraisal of such  qualified  Employer  Securities  with  respect to  activities
carried on by the Plan. A copy of such  independent  appraisal shall be attached
to this Agreement each year.

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

         10.05 FEES AND EXPENSES FROM FUND. A Trustee or Custodian  will receive
reasonable  annual  compensation as may be agreed upon from time to time between
the Employer and the Trustee or Custodian.  No person who is receiving  full pay
from the  Employer  may  receive  compensation  for  services  as  Trustee or as
Custodian.  The  Trustee  will  pay from the  Trust  Fund all fees and  expenses
reasonably  incurred by the Plan,  to the extent such fees and  expenses are for
the ordinary and necessary  administration and operation of the Plan, unless the
Employer  pays such fees and  expenses.  Any fee or  expense  paid  directly  or
indirectly,  by the  Employer  is  not an  Employer  contribution  to the  Plan,
provided the fee or expense relates to the ordinary and necessary administration
of the Fund.  If all or a portion of the Trust is invested by the Trustee in the
Retirement  Investment  Trust,  then funds  from the Trust that are so  invested
shall be  subject to the  compensation  and  expenses  that are set forth in the
then-effective  Prospectus of the  Retirement  Investment  trust,  which will be
provided  to the  Employer  when  funds  from the  Trust  are so  invested.  The
provisions  of this Section  10.05 shall  equally  apply to any other  open-end,
diversified management company described in Section 10.03(A)(p).

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


                                       65.

<PAGE>



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

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

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

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

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

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

                                       66.

<PAGE>



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

         10. 14 VALUATION OF TRUST.  The Trustee must value the Trust Fund as of
each  Accounting  Date to determine the fair market value of each  Participant's
Accrued Benefit in the Trust. The Trustee also must value the Trust Fund on such
other  valuation  dates as directed in writing by the  Advisory  Committee or as
required by the Employer's Adoption Agreement.

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

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

         10.16  INVESTMENT IN GROUP TRUST FUND.  The Employer,  by adopting this
Plan,  specifically  authorizes  the Trustee to invest all or any portion of the
assets  comprising  the Trust Fund in any group  trust fund which at the time of
the investment  provides for the pooling of the assets of plans  qualified under
Code ss.401(a).  This authorization  applies solely to a group trust fund exempt
from taxation  under Code ss.501(a) and the trust  agreement of which  satisfies
the  requirements  of Revenue Ruling  81-100.  The provisions of the group trust
fund agreement, as amended from time to time, are by this reference incorporated
within this Plan and Trust. The provisions of the group

                                       67.

<PAGE>



trust fund will govern any  investment of Plan assets in that fund. The Employer
must specify in an attachment to its adoption  agreement the group trust fund(s)
to  which  this   authorization   applies.   If  the  Trustee  is  acting  as  a
nondiscretionary  Trustee,  the  investment in the group trust fund is available
only  in  accordance  with a  proper  direction,  by  the  Named  Fiduciary,  in
accordance with Section 10.03(B).  Pursuant to paragraph (c) of Section 10.03(A)
of the Plan, a Trustee has the authority to invest in certain common trust funds
and collective  investment  funds without the need for the authorizing  addendum
described in this Section 10.16.

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

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

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


                                       68.

<PAGE>



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

         10.18 EVIDENCE OF ACTION BY ADVISORY COMMITTEE.  Any action to be taken
or any direction to be given by the Advisory  Committee  shall be taken or given
by written  instrument signed on behalf of the Advisory  Committee by the person
or  persons   designated  by  the  Advisory   Committee  to  give  notification,
instructions  or advice to the Trustee,  as the case may be. The chairman of the
Advisory  Committee shall certify to the Trustee the name or names of any person
or  persons  designated  to give  notifications,  instructions  or advice to the
Trustee.  Until the Advisory Committee notifies the Trustee that any such person
is no longer  authorized  to act for the  Advisory  Committee,  the  Trustee may
continue to rely on the authority of such person.

         The  Trustee  may  rely  upon  any  certificate,  notice  or  direction
purporting  to have been signed on behalf of the  Advisory  Committee  which the
Trustee believes to have been signed by the person or persons  authorized to act
for the Advisory Committee.

         In the event that any  dispute  shall  arise as to the  persons to whom
payment of any funds or delivery of any assets shall be made by the Trustee, the
Trustee may withhold such payment or delivery until such dispute shall have been
determined  by a court of competent  jurisdiction  or shall have been settled by
the parties concerned.

         The Employer hereby agrees to indemnify the Trustee against any and all
claims,  liabilities,  costs or expenses  incurred by the Trustee resulting from
the breach or an alleged breach of a fiduciary duty to the Plan by a party other
than  the  Trustee,  including,  but  not  limited  to,  any  fiduciary  duty or
responsibility  owed to the Plan by an Investment Manager appointed hereunder or
any predecessor trustee;  provided,  however, that, except as otherwise provided
in Section 7.03,  nothing herein shall be construed as an indemnification of the
Trustee for any claims,  liabilities,  costs or expenses resulting from a breach
of its own  fiduciary  duties with respect to the Plan or Trust or its own gross
negligence or misconduct

         Communications to the Trustee shall be sent to the Trustee's registered
office or to such other  address as the  Trustee  may  specify  in  writing.  No
communication  shall be binding  upon the Trust Fund or the Trustee  until it is
received by the Trustee.

         Communications  to the Advisory  Committee or to the Employer  shall be
sent to the Employer's principal office or to such other address as the Employer
may specify in writing.


                                       69.

<PAGE>



         10.19 ALLOCATION OF RESPONSIBILITIES AMONG FIDUCIARIES. For purposes of
ERISA, it is recognized that the Employer, Trustee, Plan Administrator, Advisory
Committee and the  Investment  Manager,  if any, are  fiduciaries  (collectively
referred  to  herein  as the  "Fiduciaries"),  but only  with  respect  to those
specific powers,  duties,  responsibilities  and obligations as are specifically
given them under the Plan; provided,  however, that nothing herein shall prevent
a Fiduciary from acting in more than one fiduciary capacity under the Plan. Each
Fiduciary  may rely upon any such  direction,  information  or action of another
Fiduciary as being proper under the Plan and in the absence of actual  knowledge
to the contrary is not required  under the Plan to inquire into the propriety of
any such  direction,  information or action.  It is intended that each Fiduciary
shall  be  responsible  for  the  proper  exercise  of its own  powers,  duties,
responsibilities  and  obligations  under  the Plan  and,  except  as  otherwise
provided by applicable law which cannot be waived,  shall not be responsible for
any act or failure to act of another  Fiduciary.  No  Fiduciary  guarantees  the
Trust  fund in any  manner  against  investment  loss or  depreciation  in asset
values.

         10.20    SPECIAL PROVISIONS REGARDING RETIREMENT INVESTMENT TRUSTS.
If the Trustee  invests funds of the Trust in the Retirement  Investment  Trust,
funds  so  invested  will be  subject  to the  fees  charged  by the  Retirement
Investment  Trust and the otherwise  applicable  Trustee fees may be modified as
described in Section 10.05 of this Plan, which may result in an overall increase
in the total  fees  charged  to the  Trust,  all as more  fully set forth in the
current Prospectus of the Retirement  Investment Trust (the  "Prospectus").  The
Plan Administrator shall specifically authorize the Supervisory Committee of the
Retirement  Investment Trust to appoint an investment  advisor  according to its
Rules and  Procedures  and to pay the  investment  advisor the fees and expenses
described in the Prospectus.  Furthermore, with respect to any investment in the
Retirement Investment Trust, the Employer shall waive in advance its right under
Texas law to receive written  confirmations  of purchases and sales of interests
in the  Retirement  Investment  Trust.  The Employer  shall  acknowledge  to the
Trustee  receipt of the current  Prospectus  and shall deliver a copy thereof to
each Participant in the Plan, if direction of investment is permitted, and shall
deliver to each Participant  making  contributions  and each new Participant,  a
copy of the then-current Prospectus.  The provisions of this Section 10.20 shall
equally apply to any other open-ended,  diversified management company described
in Section 10.03(A)(p).

                                   ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

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

                                       70.

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has an  insurable  interest.  However,  if the  policy  is on the  joint  of the
Participant and another person, the Trustee may not maintain that policy if that
other person predeceases the Participant.

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

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

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

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

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

                  (a) If the entire cash value of the  contract(s)  is vested in
         the terminating  Participant,  or if the contract(s)  will have no cash
         value at the end of the policy year in which  termination of employment
         occurs,  the Trustee will transfer the  contract(s) to the  Participant
         endorsed so as to vest in the transferee all right,  title and interest
         to the contract(s), free and

                                       71.

<PAGE>



         clear of the Trust; subject however, to restrictions as to surrender or
         payment of benefits as the issuing  insurance company may permit and as
         the Advisory Committee directs;

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

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

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

         11.03 DEFINITIONS. For purposes of this Article XI:

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

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

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

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

                                       72.

<PAGE>



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

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

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

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


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

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

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

                                   ARTICLE XII
                                  MISCELLANEOUS

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

                                       73.

<PAGE>



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

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

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

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

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

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

         12.08 EMPLOYER'S RIGHT TO PARTICIPATE.  If the Employer's Plan fails to
qualify or to maintain  qualification  or if the Employer makes any amendment or
modification  to a provision of this Plan (other than a proper  completion of an
elective provision under the Adoption Agreement or the attachment of an addendum
authorized by the Plan or by the Adoption Agreement), the Employer may no longer
participate  under this Master Plan. The Employer also may not  participate  (or
continue to  participate)  in this Master Plan if the Trustee or Custodian (or a
change in the Trustee

                                       74.

<PAGE>



or Custodian) does not satisfy the  requirements of Section 1.02 of the Plan. If
the  Employer  is not  entitled  to  participate  under this  Master  Plan,  the
Employees  Plan is an  individually-designed  plan and the  reliance  procedures
specified in the applicable Adoption Agreement no longer will apply.

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

                                  ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

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

     13.02  AMENDMENT  BY  EMPLOYER.  The Employer has the right at any time and
from time to time:
                 
     (a)  To amend the  elective  provisions  of the  Adoption  Agreement in any
          manner  it deems  necessary  or  advisable  in order  to  qualify  (or
          maintain  qualification  of) this Plan and the Trust  created under it
          under the provisions of Code ss. 401(a);

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

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

         No amendment  may authorize or permit any of the Trust Fund (other than
the part which is required to pay taxes and administration  expenses) to be used
for or  diverted  to  purposes  other  than  for the  exclusive  benefit  of the
Participants or their Beneficiaries or estates. No amendment may cause or permit
any portion of the Trust Fund to revert to or become a property of the Employer.

                                       75.

<PAGE>



The Employer also may not make any amendment which affects the rights, duties or
responsibilities  of  the  Trustee,  the  Plan  Administrator  or  the  Advisory
Committee  without  the  written  consent  of the  affected  Trustee,  the  Plan
Administrator  or the affected  member of the Advisory  Committee.  The Employer
must make all amendments in writing. Each amendment must state the date to which
it is either retroactively or prospectively effective. See Section 12.08 for the
effect of certain amendments adopted by the Employer.

(A) Code 1411(d)(6) protected benefits.  An amendment (including the adoption of
this  Plan  as  a  restatement  of  an  existing  plan  )  may  not  decrease  a
Participant's  Accrued  Benefit,  except  to the  extent  permitted  under  Code
6412(c)(8),  and may not reduce or eliminate Code 411(d)(6)  protected  benefits
determined  immediately  prior to the adoption date (or, if later, the effective
date) of the amendment.  An amendment  reduces or eliminates Code ss.  41l(d)(6)
protected  benefits if the amendment has the effect of either (1) eliminating or
reducing an early retirement benefit or a retirement-type subsidy (as defined in
Treasury  regulations),  or (2)  except as  provided  by  Treasury  regulations,
eliminating an optional form of benefit.  The Advisory  Committee must disregard
an amendment to the extent  application  of the amendment  would fail to satisfy
this paragraph.  If the Advisory  Committee must disregard an amendment  because
the  amendment  would violate  clause (1) or clause (2), the Advisory  Committee
must maintain a schedule of the early retirement  option or other optional forms
of benefit the Plan must continue for the affected Participants.

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

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

                  (a)      The date terminated by action of the Employer,.

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

     13.05 FULL VESTING ON TERMINATION.  Upon either full or partial termination
of the Plan, or, if applicable,  upon complete  discontinuance of profit sharing
plan contributions to the

                                       76.

<PAGE>



Plan,  an  affected   Participant's   right  to  his  Accrued  Benefit  is  100%
Nonforfeitable,  irrespective of the  Nonforfeitable  percentage which otherwise
would apply under Article V.

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

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

(A) Elective transfers.  The Trustee,  after August 9, 1988, may not consent to,
or be a party to a merger,  consolidation  or  transfer of assets with a defined
benefit  plan,  except  with  respect  to an  elective  transfer,  or unless the
transferred  benefits are in the form of paid-up  individual  annuity  contracts
guaranteeing  the payment of the  transferred  benefits in  accordance  with the
terms of the transferor  plan and in a manner  consistent with the Code and with
ERISA. The Trustee will hold,  administer and distribute the transferred  assets
as a part of the Trust Fund and the Trustee  must  maintain a separate  Employer
contribution Account for the benefit of the Employee on whose behalf the Trustee
accepted the transfer in order to reflect the value of the  transferred  assets.
Unless a transfer of assets to this Plan is an elective transfer,  the Plan will
preserve  all  Code ss.  41l(d)(6)  protected  benefits  with  respect  to those
transferred  assets,  in the manner described in Section 13.02. A transfer is an
elective  transfer if: (1) the transfer  satisfies  the first  paragraph of this
Section 13.06; (2) the transfer is voluntary, under a fully informed election by
the  Participant;  (3) the Participant has an alternative  that retains his Code
ss. 411(d)(6)  protected  benefits  (including an option to leave his benefit in
transferor plan, if that plan is not  terminating);  (4) the transfer  satisfies
the applicable spousal consent requirements of the Code; (5) the transferor plan
satisfies  the joint  and  survivor  notice  requirements  of the  Code,  if the
Participant's  transferred benefit is the joint and survivor notice requirements
of the Code,  if the  Participant's  transferred  benefit  is  subject  to those
requirements; (6) the Participant has a right to immediate distribution from the
transferor plan, in lieu of the elective transfer,  (7) the transferred  benefit
is at  least  the  greater  of  the  single  sum  distribution  provided  by the
transferor  plan for which the  Participant  is eligible or the present value of
the  Participant's  accrued  benefit under the  transferor  plan payable at that
plan's normal  retirement  age; (8) the  Participant  has a 100%  Nonforfeitable
interest in the transferred  benefit;  and (9) the transfer otherwise  satisfies
applicable  Treasury  regulations.   An  elective  transfer  may  occur  between
qualified  plans of any type.  Any  direct  transfer  of  assets  from a defined
benefit plan after August 9, 1988,

                                       77.

<PAGE>



which does not  satisfy  the  requirements  of this  paragraph  will  render the
Employees Plan individually- designed. See Section 12-08.

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

         13.07    TERMINATION.

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

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

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

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

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

         The Trust  will  continue  until the  Trustee  in  accordance  with the
direction of the Advisory  Committee has  distributed  all of the benefits under
the Plan. On each valuation date, the Advisory Committee will credit any part of
a  Participant's  Accrued Benefit  retained in the Trust with its  proportionate
share of the Trust's  income,  expenses,  gains and losses,  both  realized  and
unrealized.  Upon  termination  of the Plan,  the amount,  if any, in a suspense
account under Article III will revert

                                       78.

<PAGE>



to  the  Employer,  subject  to  the  conditions  of  the  Treasury  regulations
permitting  such a reversion.  A  resolution  or amendment to freeze all benefit
accrual but otherwise to continue maintenance of this Plan, is not a termination
for purposes of this Section 13.07.

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

                                       79.

<PAGE>



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


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

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

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

(B) Cash or  deferred  arrangement.  If the  Employer  elects a cash or deferred
arrangement,  a  Participant  may  elect  to make a cash  election  against  his
proportionate  share  of  the  Employees  Cash  or  Deferred  Contribution,   in
accordance with the Employees  elections in Adoption  Agreement  Section 3.01. A
Participant's proportionate share of the Employees Cash or Deferred Contribution
is the  percentage  of the total Cash or Deferred  Contribution  which bears the
same ratio that the  Participant's  Compensation  for the Plan Year bears to the
total  Compensation  of all  Participants  for the Plan Year.  For  purposes  of
determining  each  Participant's  proportionate  share of the  Cash or  Deferred
Contribution,  a Participant's  Compensation  is his  Compensation as determined
under  Section  1.12 of the Plan (as  modified  by Section  3.06 for  allocation
purposes), excluding any effect

                                       80.

<PAGE>



the proportionate share may have on the Participant's  Compensation for the Plan
Year. The Advisory Committee will determine the proportionate share prior to the
Employer's  actual  contribution to the Trust, to provide the  Participants  the
opportunity  to file cash  elections.  The  Employer  will pay  directly  to the
Participant the portion of his  proportionate  share the Participant has elected
to receive in cash.

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

         14.03 DEFINITIONS. For purposes of this Article XIV:

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

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

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

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

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


                                       81.

<PAGE>



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

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

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

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

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

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

         (1) "Qualified nonelective contributions" are nonelective contributions
         which are 100% Nonforfeitable at all times and which are subject to the
         distribution  restrictions  described  in  paragraph  (m).  Nonelective
         contributions are not 100% Nonforfeitable at all times if the

                                       82.

<PAGE>



         Employee  has a 100%  Nonforfeitable  interest  because of his Years of
         Service taken into account under a vesting  schedule.  Any  nonelective
         contributions   allocated  to  a  Participant's  Qualified  Nonelective
         Contributions   Account  under  the  Plan  automatically   satisfy  the
         definition of qualified nonelective contributions.

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

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

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

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

                                       83.

<PAGE>



the general  distribution  provisions of Article VI apply to the distribution of
the Participant's Mandatory Contributions Account.

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

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

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

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

         (1) To the extent the Employer  makes  matching  contributions  under a
         fixed  matching  contribution  formula,  the  Advisory  Committee  will
         allocate the matching contribution to the Account of the Participant on
         whose behalf the Employer  makes that  contribution.  A fixed  matching
         contribution  formula is a formula under which the Employer contributes
         a certain  percentage or dollar amount on behalf of a Participant based
         on  that   Participant's   deferral   contributions   or  nondeductible
         contributions eligible for a match, as specified in Section 3.01 of the
         Employer's   Adoption  Agreement  The  Employer  may  contribute  on  a
         Participant's  behalf under a specific  matching  contribution  formula
         only if the Participant satisfies the

                                       84.

<PAGE>



         accrual  requirements for matching  contributions  specified in Section
         3.06 of the  Employer's  Adoption  Agreement  and only to the event the
         matching   contribution  does  not  exceed  the  Participant's   annual
         additions limitation in Part 2 of Article III

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

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

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


                                       85.

<PAGE>



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

         14.07    ANNUAL ELECTIVE DEFERRAL LIMITATION.

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

         If an  Employee  participates  in  another  plan  under  which he makes
elective deferrals pursuant to a Code ss.401(k) arrangement,  elective deferrals
under a Simplified  Employee  Pension,  or salary  reduction  contributions to a
tax-sheltered annuity,  irrespective of whether the Employer maintains the other
plan, he may provide the Advisory committee a written claim for excess deferrals
made for a calendar  year.  The Employee must submit the claim no later than the
March 1 following the close of the  particular  calendar year and the claim must
specify the amount of the Employee's  elective  deferrals  under this Plan which
are excess deferrals. If the Advisory Committee received a timely claim, it will
distribute the excess  deferral (as adjusted for allocable  income) the Employee
has  assigned  to this  Plan,  in  accordance  with the  distribution  procedure
described in the immediately preceding paragraph.

(B) Allocable Income.  For purposes of making a distribution of excess deferrals
pursuant to this Section  14.07,  allocable  income means net income or net loss
allocable to the excess deferrals for

                                       86.

<PAGE>



the calendar year in which the Employee made the excess deferral,  determined in
a manner which is uniform,  nondiscriminatory  and reasonably  reflective of the
manner used by the Plan to allocate income to Participants' Accounts.

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

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

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

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

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

                                       87.

<PAGE>



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

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

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

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

(E) Distribution of excess  contributions.  If the Advisory Committee determined
the Plan fails to satisfy the ADP test for a Plan Year, it must  distribute  the
excess  contributions,  as adjusted for allocable  income,  during the next Plan
Year. However, the Employer will incur an excise tax equal

                                       88.

<PAGE>



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

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

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

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

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

(A) Calculation of ACP. The average  contribution  percentage for a group is the
average of the separate  contribution  percentages  calculated for each Eligible
Employee  who is a member of that  group.  An Eligible  Employee's  contribution
percentage for a Plan Year is the ratio of the eligible

                                       89.

<PAGE>



Employee's  aggregate   contributions  for  the  Plan  year  to  the  Employee's
Compensation for the Plan Year. "Aggregate  contributions" are Employer matching
contributions (other than qualified matching  contributions used in the ADP test
under Section 14.08) and employee  contributions  (as defined in Section 14.03).
For aggregated family members treated as a single Highly  Compensated  Employee,
the contribution  percentage of the family unit is the  contribution  percentage
determined by combining  the aggregate  contributions  and  Compensation  of all
aggregated family members.

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

(B) Special aggregation rule for Highly Compensated Employees.  To determine the
contribution  percentage  of any  Highly  Compensated  Employee,  the  aggregate
contributions taken into account must include any matching  contributions (other
than  qualified  matching  contributions  used in the ADP test) and any Employee
contributions  made on his behalf to any other plan  maintained by the Employer,
unless the other plan is an ESOP. If the plans have  different  plan years,  the
Advisory  Committee will determine the combined  aggregate  contributions on the
basis of the plan years ending in the same calendar year.

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

                                       90.

<PAGE>



aggregate  an ESOP (or the ESOP  portion  of a plan)  with a  non-ESOP  plan (or
non-ESOP portion of a plan).

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

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

(F) Characterization of excess aggregate  contributions.  The Advisory Committee
will treat a Highly Compensated  Employee's  allocable share of excess aggregate
contributions  in the  following  priority:  (1)  first as  attributable  to his
Employee  contributions which are voluntary  contributions,  if any; (2) then as
matching contributions allocable with respect to excess contributions determined
under the ADP test described in Section  14.08;  (3) then on a pro rata basis to
matching  contributions  and to the  deferral  contributions  relating  to those
matching  contributions  which the  Advisory  Committee  has included in the ACP
test; (4) then on a pro rata basis to Employee contributions which are mandatory
contributions,  if any, and to the matching contributions allocated on the basis
of  those  mandatory  contributions;  and  (5)  last  to  qualified  nonelective
contributions  used  in the ACP  test.  To the  extent  the  Highly  Compensated
Employee's excess

                                       91.

<PAGE>



aggregate  contributions are attributable to matching  contributions,  and he is
not 100% vested in his Accrued Benefit  attributable to matching  contributions,
the Advisory  Committee will  distribute only the vested portion and forfeit the
non-vested  portion.  The vested  portion of the Highly  Compensated  Employee's
excess aggregate  contributions  attributable to Employer matching contributions
is the total  amount of such excess  aggregate  contributions  (as  adjusted for
allocable income) multiplied by his vested percentage (determined as of the last
day of the Plan Year for which the Employer made the matching contribution). The
Employer will specify in Adoption Agreement Section 3.05 the manner in which the
Plan will allocate forfeited excess aggregate contributions.

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

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

         (i) 145% of the greater of: (a) the ADP of the  Non-Highly  Compensated
         Group  under  the  Code  ss.401(k)  arrangement;  or (b) the ACP of the
         Non-Highly Compensated Group for the Plan Year beginning with or within
         the Plan Year of the Code ss.401(k) arrangement.

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

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

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

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

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

                                       92.

<PAGE>



limitation, the ADP and the ACP of the Highly Compensated Group each exceed 125%
of the respective percentages for the Non-Highly Compensated Group.

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

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

         (1) Definition of hardship. A hardship  distribution under this Section
14.11  must be on account of one or more of the  following  immediate  and heavy
financial  needs:  (1) medical care described in Code ss.213(d)  incurred by the
Participant,  by the  Participant's  spouse,  or by  any  of  the  Participant's
dependents,  or  necessary  to  obtain  such  medical  care;  (2)  the  purchase
(excluding mortgage payments) of a principal residence for the Participant;  (3)
the payment of post-secondary  education  tuition and related  educational fees,
for the next 12-month period, for the Participant, for the Participant's spouse,
or for any of the Participant's  dependents (ad defined in Code ss.152);  (4) to
prevent the  eviction of the  Participant  form his  principal  residence or the
foreclosure on the mortgage of the Participant's principal residence; or (5) any
need  prescribed  by the Revenue  Service in a revenue  ruling,  notice or other
document of general  applicability which satisfies the safe harbor definition of
hardship.

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

                                       93.

<PAGE>



distribution.  The suspension of elective  deferrals and employee  contributions
described in clause (a) also must apply to all other  qualified plans and to all
non-qualified plans of deferred compensation  maintained by the Employer,  other
than any  mandatory  employee  contribution  portion of a defined  benefit plan,
including  stock  option,  stock  purchase  and  other  similar  plans,  but not
including  health or welfare  benefit  plans  (other  than the cash or  deferred
arrangement portion of a cafeteria plan).

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

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

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

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

         (a) A "segregated  Account" direction means the Advisory Committee will
         establish a segregated Account for the applicable contributions made on
         the Participant's  behalf during the Plan Year. The Trustee must invest
         the segregated  Account in Federally  insured  interest bearing savings
         account(s) or time deposits,  or a combination of both, or in any other
         fixed income investments,  unless otherwise specified in the Employer's
         Adoption  Agreement.  As of the  last day of each  Plan  Year  (of,  if
         earlier,  an allocation date coinciding with a valuation date described
         in SECTION 9.22), the Advisory Committee will reallocate the segregated

                                       94.

<PAGE>



         Account to the Participant's  appropriate  Account,  in accordance with
         Section 3.04 or Section 4.06, whichever applies to the contributions.

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






                                       95.

<PAGE>




                                    ARTICLE A
                         APPENDIX TO BASIC PLAN DOCUMENT

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

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

         A-2      DEFINITIONS.

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

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

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

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

                                       96.

<PAGE>


                                    ARTICLE B
                         Appendix to Basic Plan Document


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

In  addition  to  other  applicable  limitations  set  forth  in the  plan,  and
notwithstanding any other 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
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined  (determination  period) beginning
in such  calendar  year.  If a  determination  period  consists of fewer than 12
months, the OBRA '93 annual  compensation 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  410(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.

                                       97.




4.2         Amended and Restated Articles of Incorporation of the Registrant.

                                                                 Exhibit 4.2

                            ARTICLES OF INCORPORATION

TO THE DEPARTMENT OF STATE:
COMMONWEALTH OF PENNSYLVANIA:

                  In   compliance   with  the   requirements   of  the  Business
Corporation  Law, Act of May 5, 1933,  P.L.  364, as amended,  the  undersigned,
desiring that he may incorporate a business corporation, does hereby certify:

                  1.       The name of the corporation is

                                 FRM Corporation

                  2.  The  location  and  post  office  address  of its  initial
registered office in this Commonwealth is 747 Union Trust Building,  Pittsburgh,
Pennsylvania 15219.

                  3. The  corporation  is organized  under the provisions of the
Business  Corporation Law, and shall have unlimited power to engage in and to do
any lawful act concerning any or all lawful  business for which  corporation may
be incorporated under the Business Corporation Law.

                  4. The term of existence of the corporation is perpetual.

                  5. `The aggregate number of shares which the corporation shall
have the authority to issue shall be 200,000  shares of Common Stock,  par value
$0.20 per share.

                  6. The name and post office address of the  incorporator,  who
has subscribed for one share of Common Stock, is:

                                            Charles C. Cohen
                                            747 Union Trust Building
                                            Pittsburgh, Pennsylvania 15219




<PAGE>



                  7.  The  shareholders  of  the  corporation   shall  not  have
cumulative voting rights.

                  WITNESS the due execution hereof August 28, 1970.


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


                  Filed in the  Department  of State on the _____ day of August,
1970.



                              -------------------------------------
                              Secretary of the Commonwealth
                                                                 llm




<PAGE>



                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                  OFFICE OF THE
                          SECRETARY OF THE COMMONWEALTH


To all to whom these Presents shall come, Greeting:

         WHEREAS, Under the provisions of the Business Corporation Law, approved
the 5th day of May, Anno Domini one thousand nine hundred and thirty-three, P.L.
364, as amended, the Department of State is authorized and required to issue a

                          CERTIFICATE OF INCORPORATION

evidencing the incorporation of a business corporation organized under the terms
of that law.

         AND WHEREAS,  The  stipulations  and  conditions  of that law have been
fully complied with by the persons desiring to incorporate as

                                 FRM Corporation

         THEREFORE,   KNOW  YE,  That  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be sealed  with the Great  Seal of the
Commonwealth,  create,  erect,  and  incorporate  the  incorporators  of and the
subscribers  to the  shares  of the  proposed  corporation  named  above,  their
associates and successors,  and also those who may thereafter become subscribers
or holders of the shares of such corporation,  into a body politic and corporate
in deed and in law by the name chosen hereinafter  specified,  which shall exist
perpetually  and  shall be  invested  with and have and  enjoy  all the  powers,
privileges,  and franchises incident to a business corporation and be subject to
all the duties,  requirements and restrictions  specified and enjoined in and by
the Business Corporation Law and all other applicable laws of this Commonwealth.

                    GIVENunder   my  Hand  and  the   Great   Seal  of  the  the
                         Commonwealth,  at the City of Harrisburg, this 31st day
                         of  August  in the year of our Lord one  thousand  nine
                         hundred and seventy  and of the  Common-wealth  the one
                         hundred                and                 ninety-fifth
                         -------------------------------------


                                 --------------------------------
                                     Secretary of the Commonwealth
                                                          ig




<PAGE>



                              COMMONWEALTH OF PENNSYLVANIA
   Articles                        DEPARTMENT OF STATE
       of                           CORPORATION BUREAU
Amendment
-------------------------------------------------------------------------------


         In  compliance  with the  requirements  of Article VIII of the Business
Corporation  Law approved the 5th day of May,  1933,  P.L. 364, as amended,  the
applicant  desiring to amend its Articles hereby certifies,  under its corporate
seal that:

1.       The name of the corporation is

                     FRM Corporation

2. The location of its registered office is:

                     747 Union Trust Building, Pittsburgh, Pennsylvania

3. The corporation was formed under the Act of May 5, 1933, P.L. 364, as amended

4. Its date of incorporation is: August 31, 1970

5.       (Strike out (a) or (b) below, whichever is not applicable)

         (a)      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

         (b)      The  amendment  was adopted by a consent in  writing,  setting
                  forth the action so taken,  signed by all of the  shareholders
                  entitled to vote  thereon and filed with the  Secretary of the
                  corporation.

6. At the time of the action of the shareholders:

         (a)      The total number of shares outstanding was:  75,000 Common

         (b)      The number of shares entitled to vote was:*    75,000 Common

7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:**

                              75,000 Common

         (b)      The number of shares voted against the amendment was:**

                              None

         *If the  shares  of any class  were  entitled  to vote as a class,  the
number of shares of each class so entitled and the number of shares of all other
classes entitled to vote should be set forth.

         **If the  shares of any class  were  entitled  to vote as a class,  the
number  of shares of such  class and the  number of shares of all other  classes
voted for and against such amendment respectively should be set forth.

NOTE: If the effect of the amendment is to increase the authorized capital stock
of the  corporation,  excise  tax  at the  rate  of 1/5 of 1% on the  amount  of
increase will be due and payable with the filing of the amendment.

NOTE: Filing fee--$30.00 (In addition to any amount of excise tax due and owing)



<PAGE>



8.       The amendment adopted by the shareholders, set forth in full, follows

                  RESOLVED, that the aggregate number of shares of Common Stock,
         par value $0.20 per share,  which the Corporation  shall have authority
         to issue,  be increased from 200,000 shares to 500,000  shares,  and to
         that end the proper officers be and are hereby  authorized and directed
         to cause  preparation  and filing of  Articles of  Amendment  restating
         paragraph 5 of the Articles of Incorporation to read as follows:

                    "5. The  aggregate  number of shares  which the  corporation
               shall have the  authority  to issue  shall be  500,000  shares of
               Common Stock, par value $0.20 per share."







         IN  TESTIMONY  WHEREOF,  the  applicant  has caused  these  Articles of
Amendment to be signed by its  President  or Vice  President  and its  corporate
seal, duly attested by its Secretary or Treasurer,  to be hereunto  affixed this
9th day of February, 1971.



                                     FRM Corporation
                                  By:  ______________________________________
                                                        (Vice President)

Attest:


---------------------------------
               (Secretary)

(CORPORATE)
(      SEAL      )


          Approved  and  filed  in the  Department  of  State on the 16th day of
          February A.D. 1971.



    -------------------------------------------
           Secretary of the Commonwealth
                                              san



<PAGE>



                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE


         To All To Whom These Presents Shall Come, Greeting:

         WHEREAS,  In and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of May,  Anno  Domini  one  thousand  nine  hundred  and
thirty-three,  P.L. 364, as amended,  the  Department of State is authorized and
required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  of  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                                 FRM CORPORATION

         THEREFORE,   KNOW  YE,  That  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be Sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to all the provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                    Givenunder my Hand and the Great  Seal of the  Commonwealth,
                         at the City of Harrisburg, this 16th day of February in
                         the year of our  Lord one  thousand  nine  hundred  and
                         seventy-one and of the Commonwealth the one hundred and
                         ninety-fifth


                           -----------------------------------
                                 Secretary of the Commonwealth
                                                                    sat




<PAGE>



                                COMMONWEALTH OF PENNSYLVANIA
   Articles                           DEPARTMENT OF STATE
       of                              CORPORATION BUREAU
Amendment
                  ---------------------------------------------------------

         In  compliance  with the  requirements  of Article VIII of the Business
corporation  Law approved the 5th day of May,  1933,  P.L. 364, as amended,  the
applicant  desiring to amend its Articles hereby certifies,  under its corporate
seal that:

1.       The name of the corporation is:

                     FRM Corporation

2. The location of its registered office is:

                     747 Union Trust Building, Pittsburgh, Pennsylvania

3. The  corporation  was  formed  under the Act of May 5,  1933,  P.L.  364,  as
amended.

4. Its date of incorporation is: August 31, 1970

5.       (Strike out (a) or (b) below, whichever is not applicable)

         (a)      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

         (b)      The  amendment  was adopted by a consent in  writing,  setting
                  forth the action so taken,  signed by all of the  shareholders
                  entitled to vote  thereon and filed with the  Secretary of the
                  corporation.

6. At the time of the action of the shareholders:

         (a)      The total number of shares outstanding was:    93,750  Common

         (b)      The number of shares entitled to vote was:*    93,750 Common

7. In the action taken by the shareholders:

         (a)      The number of shares voted in  favor of the amendment was:  **

                                                    93,750 Common

         (b)      The number of shares voted against the amendment was:  **

                                                         None

       * If the shares of any class were entitled to vote as a class, the number
of  shares  of each  class so  entitled  and the  number  of shares of all other
classes entitled to vote should be set forth.

       ** If the  shares  of any class  were  entitled  to vote as a class,  the
number  of shares of such  class and the  number of shares of all other  classes
voted for and against such amendment respectively should be set forth.

NOTE:  If the effect of the  amendments  is to increase the  authorized  capital
stock of the  corporation,  excise tax at the rate of 1/5 of 1% on the amount of
increase will be due and payable with the filing of the amendment.

NOTE; Filing fee--$30.00.(In addition to any amount of excise tax due and owing)




<PAGE>



8. The amendment adopted by the shareholders, set forth in full, follows:

                  RESOLVED,  that the Board of  Directors  does  hereby  propose
                  adoption by the  shareholders,  and the shareholders do hereby
                  adopt and approve amendments to the Articles of Incorporation,
                  as amended, whereby

                         (i) the name of the  Corporation  shall be  changed  to
                    Mylan Laboratories Inc.; and

                                    (ii)  the  aggregate  number  of  shares  of
                           Common  Stock,  par value $0.20 per share,  which the
                           Corporation  shall have  authority  to issue shall be
                           increased to 3,000,000; and

                                    (iii) the Articles of Incorporation shall be
                           restated in their entirety to read as follows:

                                 (see Exhibit 1)




       IN  TESTIMONY  WHEREOF,  the  applicant  has  caused  these  Articles  of
Amendment to be signed by its  President  or Vice  President  and its  corporate
seal, duly attested by its Secretary or Treasurer,  to be hereunto  affixed this
8th day of September, 1971.


                                     By:
                                                               (President)


Attest:


                    (Treasurer)




Approved and filed in the Department of State on the
             28th           day of     September     A. D. 1971.
               --------------------------        -----------------       


                                         -------------------------------
                                          Secretary of the Commonwealth





<PAGE>



                                    EXHIBIT 1



                             MYLAN LABORATORIES INC.

                       RESTATED ARTICLES OF INCORPORATION

                      (as filed in the Department of State
                                September , 1971)


       1.         The name of the corporation is Mylan Laboratories Inc.

       2. The location and post office address of its registered  office in this
Commonwealth is Suite 2040, One Oliver Plaza, Pittsburgh, Pennsylvania 15222.

       3. The  corporation  is organized  under the  provisions  of the Business
Corporation  Law,  and  shall  have  unlimited  power to engage in and to do any
lawful act concerning any or all lawful business for which  corporations  may be
incorporated under the Business Corporation Law.

       4. The term of existence of the corporation is perpetual.

       5. The aggregate  number of shares which the  corporation  shall have the
authority to issue shall be 3,000,000  shares of Common  Stock,  par value $0.20
per share.

       6. The shareholders of the corporation  shall not have cumulative  voting
rights.




<PAGE>



                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                  OFFICE OF THE
                          SECRETARY OF THE COMMONWEALTH


To all to whom these Presents shall come, Greeting:

       WHEREAS, in and by Article VIII of the Business Corporation Law, approved
the fifth day of May,  Anno Domini one thousand  nine hundred and  thirty-three,
the Department of State is authorized and required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the amendment and  restatement of the Articles of  Incorporation  in
their  entirety  of a  business  corporation  organized  under or subject to the
provisions of that Law; and

       WHEREAS,  The  stipulations  and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                                 FRM CORPORATION
                                 name changed to

                             MYLAN LABORATORIES INC.

     HENCEFORTH  The  "Articles,"  as  defined  in  Article  I of  the  Business
Corporation Law, shall not include any prior documents;

       THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be Sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the  corporation  named above,  in accordance  with the
terms  and  provisions  of the  Articles  of  Amendment  presented  by it to the
Department of State,  with full power and authority to use and enjoy such rights
and powers,  subject to all the  provisions  and  restrictions  of the  Business
Corporation Law and all other applicable laws of this Commonwealth.

                    GIVEN: under my Hand and the Great Seal of the Commonwealth,
                         at the City of Harrisburg, This 28th day of September ,
                         in the year of our Lord,  one thousand nine hundred and
                         seventy- one, and of the Commonwealth,  the one hundred
                         and ninety-sixth .

                                            ---------------------------------
                                              Secretary of the Commonwealth



<PAGE>



                            COMMONWEALTH OF PENNSYLVANIA
   Articles                      DEPARTMENT OF STATE
       of                       CORPORATION BUREAU
Amendment
-------------------------------------------------------------------------------


       In  compliance  with the  requirements  of Article  VIII of the  Business
Corporation  Law approved the 5th day of May,  1933,  P.L. 364, as amended,  the
applicant  desiring to amend its Articles hereby certifies,  under its corporate
seal that:

1.     The name of the corporation is

                   MYLAN LABORATORIES INC.

2. The location of its registered office is:

                   Suite 2040, One Oliver Plaza, Pittsburgh, Pennsylvania  15222

3. The corporation was formed under the Act of May 5, 1933, P.L. 364, as amended

4. Its date of incorporation is: August 31, 1970

5.     (Strike out (a) or (b) below, whichever is not applicable)

       (a)        The meeting of the  shareholders  of the  corporation at which
                  the  amendment  was adopted was held at the time and place and
                  pursuant to the kind and period of notice herein stated.

                  Time:  The       8th          day of   November    , 1972
                             ------------------        --------------    --

                  Place:       Lakeview Country Club, Morgantown, West Virginia

                  Kind and period of notice:  Notice mailed October 20, 1972; in
                  form it  complied  with  Regulation  14A under the  Securities
                  Exchange Act of 1934.

       (b)        xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

6. At the time of the action of the shareholders:

       (a)        The total number of shares outstanding was:   1,251,431 Common

       (b)        The number of shares entitled to vote was: *  1,251,431 Common

7. In the action taken by the shareholders:

       (a)        The total number of shares outstanding was: **

                              973,288 Common

       (b)        The number of shares entitled to vote was:**

                              2,413 Common

       *If the shares of any class were entitled to vote as a class,  the number
of  shares  of each  class so  entitled  and the  number  of shares of all other
classes entitled to vote should be set forth.

       **If the shares of any class were entitled to vote as a class, the number
of shares of such class and the number of shares of all other  classes voted for
and against such amendment respectively should be set forth.

NOTE: If the effect of the amendment is to increase the authorized capital stock
of the  corporation,  excise  tax  at the  rate  of 1/5 of 1% on the  amount  of
increase will be due and payable with the filing of the amendment.





<PAGE>



                                    EXHIBIT A

                             MYLAN LABORATORIES INC.

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

              (as filed in the Department of State December , 1972)


       1.         The name of the corporation is Mylan Laboratories Inc.

       2. The location and post office address of its registered  office in this
Commonwealth is Suite 2040, One Oliver Plaza, Pittsburgh, Pennsylvania 15222.

       3. The corporation is organized under the provisions of the  Pennsylvania
Business  Corporaiton Law, and shall have unlimited power to engage in and to do
any lawful act concerning any or all lawful business for which  corporations may
be incorporated under the Business Corporation Law.

       4. The term of existence of the corporation is perpetual.

       5. The aggregate  number of shares which the  corporation  shall have the
authority to issue shall be 3,000,000  shares of Common  Stock,  par value $0.20
per share.

       6. The shareholders of the corporation  shall not have cumulative  voting
rights.



<PAGE>



8.       The amendment adopted by the shareholders, set forth in full, follows:

                    "Resolved,  that the Restated  Articles of  Incorporation of
               the  Company,  as  heretofore  amended,  be further  amended  and
               restated to read as follows: (see Exhibit A)

                  "Resolved,  that upon the taking effect of said  amendment and
         restatement of the Restated  Articles of  Incorporation of the Company,
         the shares of Common Stock of the  Company,  par value $0.20 per share,
         issued and outstanding  immediately  prior to the taking effect of said
         amendment and restatement  shall be, and hereby they are,  reclassified
         in the ratio of two and  one-half  shares of  Common  Stock,  par value
         $0.20 per  share,  to one share of Common  Stock,  par value  $0.50 per
         share, and one share of Common Stock, par value $0.50 per share,  shall
         be deemed to be issued and  outstanding  upon the taking effect of said
         amendment and restatement in respect of each two and one-half shares of
         Common  Stock,  par value  $0.20 per share,  which  shall be issued and
         outstanding  immediately  prior to the taking effect of said  amendment
         and restatement.

                  "Resolved,  that no  fractional  shares  will be  issued  as a
         result of the reclassification, and each shareholder otherwise entitled
         to receive a fraction of a share of the  Company's  Common  Stock,  par
         value  $0.50 per  share,  shall be  required  to sell  such  fractional
         interest  to the  Company at a price  equal of $12.50 per full share of
         reclassified Common Stock."




         IN TESTIMONY  WHEREOF,  the  applicatant  has caused therse Articles of
Amendment to be signed by its  President  or Vice  President  and its  corporate
seal, duly attested by its Secretary or Treasurer,  to be hereunto  affixed this
day of November , 19 72.



                                    By:--------------------------------------
                                                              (President)




         (Secretary or Treasurer)



Approved and filed in the Department of State on the 
                                                     
                      1st          day of        December    , A.D. 1972.  
                      -------------------         -------------------       


                           ---------------------------------     
                           Secretary of the Commonwealth




<PAGE>



                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                  OFFICE OF THE
                          SECRETARY OF THE COMMONWEALTH


To all to whom these Presents shall come, Greeting:


         WHEREAS,  In and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of May,  Anno  Domini  one  thousand  nine  hundred  and
thirty-three, the Department of State is authorized and required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the amendment and  restatement of the Articles of  Incorporation  in
their  entirety  of a  business  corporatio  organized  under or  subject to the
provisions of that Law; and

         WHEREAS,  The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                             MYLAN LABORATORIES INC.

         HENCRFORTH,  The  "Articles,"  as defined in Article I of the  Business
Corporation Law, shall not include any prior documents;

         THEREFORE,   KNOW  YE,  That  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be Sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to all the provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                    GIVENunder my Hand and the Great  Seal of the  Commonwealth,
                         at the City of  Harrisburg,  this 1st day of December ,
                         in the year of our Lord,  one thousand nine hundred and
                         seventy-two  and of the  Commonwealth,  the one hundred
                         and ninety-seventh.



<PAGE>



Applicant's Account No.

Filing Fee:   $40
AB-2                                    79-05                   1075
                                            243944

Statement of                      COMMONWEALTH OF PENNSYLVANIA
Change of Registered                   DEPARTMENT OF STATE
Office-Domestic                         CORPORATION BUREAU
Business Corporation
--------------------------------------------------------------------------------


         In  compliance  with the  requirements  of seciton 307 of the  Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. ss.1307) the undersigned
corporation,  desiring  to effect a change in  registered  office,  does  hereby
certify that:

1.       The name of the corporation is:

                     MYLAN LABORATORIES INC.

2. The address of its present  registered  office in this  Commonwealth  is (the
Department of State is hereby  authorized to correct the following  statement to
conform to the records of the Department):

                     2040 One Oliver Plaza
    (NUMBER)                                                      (STREET)

   Pittsburgh                   Pennsylvania                               15222
--------------------------------------------------------------------------------
          (CITY)                                    (ZIP CODE)

3. The  address to which the  registered  office in this  Commonwealth  is to be
changed is:

   1968 Two Oliver Plaza
        (NUMBER)                                  (STREET)

   Pittsburgh                 Pennsylvania                               15222
------------------------------------------------------------------------------
          (CITY)                                  (ZIP CODE)

4. Such change was authorized by resolution  duly adopted by at least a majority
of the members of the board of directors of the corporation.

         IN  TESTIMONY  WHEREOF,  the  udnersigned  corporation  has caused this
statement to be signed by a duly a uthorized  officer,  and its corporate  seal,
duly attested by another such officer, to be hereunto affixed,  this 10th day of
January , 19 79.


                                         (NAME OF CORPORATION)

                  By:
                                                   (SIGNATURE)


                           (TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Attest:


                 (SIGNATURE)

           SECRETARY
(TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)



<PAGE>



Applicant's Account No.

Filing Fee:   $40
AB-2                                    81 - 80                   1775
                           -------------------------------------------


Articles of                                COMMONWEALTH OF PENNSYLVANIA
Amendment -                                     DEPARTMENT OF STATE
Domestic Business Corporation                   CORPORATION BUREAU
-------------------------------------------------------------------------------


     In  compliance  with  the  requirements  of  section  806 of  the  Business
Corporation  Law,  act of  May  5,  1933  (P.L.  364)  (15  P.S.  ss.1806),  the
undersigned  corporation,  desiring to amend its Aritcles,  does hereby  certify
that:

1.       The name of the corporation is:

                     MYLAN LABORATORES INC.

2. The location of its registered office in this Commonwealth is (the Department
of State is hereby  authorized to correct the following  statement to conform to
the records of the Department):

   1968 Two Oliver Plaza
        (NUMBER)                                     (STREET)

   Pittsburgh                   Pennsylvania                               15222
  -----------------------------------------------------------------------------
          (CITY)                                     (ZIP CODE)

3. The statute by or under which it was incorporated is:

Pennsylvania Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended

4. The date of its incorporation is: August 31, 1970

5. (Check, and if appropriate, complete one of the following):

         [ ] The meeting,  of the  shareholders  of the corporation at which the
amendment  was adopted  was held at the time and place and  pursuant to the kind
and period of notice herein stated.

  Time:    The        18th         day of          December             , 1981
              --------------------        ------------------------------    --

  Place:   1030 Century Building, Pittsburgh, Pennsylvania

         Kind and  period  of  notice  Written  Notice  of  Special  Meeting  of
Shareholders mailed November 20, 1981

         |_| The  amendment  was adopted by a consent in writing,  setting forth
the action so taken, signed by all of the shareholders  entitled to vote thereon
and filed with the Secretary of the corporation.

6. At the time of the action of shareholders:

         (a)      The total number of shares outstanding was:

                  2,519,424 shares of Common Stock

         (b) The number of shares entitled to vote was:

                  2,519,424 shares of Common Stock





<PAGE>



7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:

                  1,970,913 shares of Common Stock

         (b) The number of shares voted against the amendment was:

                  25,626 shares of Common Stock

8. The amendment adopted by the shareholders, set forth in full, is as follows:

                  RESOLVED, that the aggregate number of shares of Common Stock,
         par value $0.50 per share,  which the Corporation  shall have authority
         to issue, be increased form 3,000,000 shares to 10,000,000  shares, and
         to that  end the  proper  officers  be and are  hereby  authorized  and
         directed  to cause  preparation  and filing of  Articles  of  Amendment
         restating   paragraph  5  of  the  Amended  and  Restated  Articles  of
         Incorporation to read as follows:

               "5. The aggregate  number of shares which the  corporation  shall
          have the  authority  to issue  shall be  10,000,000  shares  of Common
          Stock, par value $0.50 per share."

         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles  of  Amendment  to be  signed  by a duly  authorized  officer  and  its
corporate  seal, duly attested by another such officer,  to be hereunto  affixed
this 18th day of December , 19 81.


                                                       (NAME OF CORPORATION)

                                 By:
                                                   MILAN PUSKAR      (SIGNATURE)


Rorbert W. Smiley  (SIGNATURE)                           President
                                         (TITLE, PRESIDENT, VICE PRESIDENT, ETC.


(TITLE, SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM:

         A.   Any necessary  copies of Form DSCB: 17.2 (Consent to Appropriation
              of Name) or Form DSCB: 17.3 (Consent to Use of Similar Name) shall
              accompany Articles of Amendment effecting a change of name.

         B. Any necessary governmental approvals shall accompany this form.

         C.   Where action is taken by partial written  consent  pursuant to the
              Articles,  the second  alternate of Paragraph 5 should be modified
              accordingly.

         D.   If the shares of any class were  entitled to vote as a class,  the
              number of  shares  of each  class so  entitled  and the  number of
              shares of all other  classes  entitled to vote should be set forth
              in Paragraph 6(b).

         E.   If the shares of any class were  entitled to vote as a class,  the
              number  of shares  of each  class and the  number of shares of all
              other  classes voted for and against such  amendment  respectively
              should be set forth in Paragraph 7(a) and 7(b).

         F.   BCL ss.807 (15 P.S. ss. 1807) requires that the corporation  shall
              advertise  its  intention  to file or the  filing of  Articles  of
              Amendment. Proofs of publication of such advertising should not be
              delivered to the Department,  but should be filed with the minutes
              of the corporation.



<PAGE>



                          COMMONWEALTH OF PENNSYVLANIA
                               DEPARTMENT OF STATE


To all to whom these Presents shall come, Greeting:

     WHEREAS, In and by Arrticle VIII of the Business  Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P.
L. 364, as amended,  the Department of State is authorized and required to issue
a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  of  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                             MYLAN LABORATORIES INC.

              THEREFORE,  KNOW YE,  That  subject  to the  Constitution  of this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be Sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance  with the terms and provisions of the Aricles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to all the provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                    Givenunder my Hand and the Great  Seal of the  Commonwealth,
                         at the City of Harrisburg, this 21st day of DECEMBER in
                         the year of our  Lord one  thousand  nine  hundred  and
                         eightyty-one  and of the  Commonwealth  the two hundred
                         and six.


                         ------------------------------------
                                Secretary of the Commonwealth




<PAGE>



Applicant's Account No.

Filing Fee:   $40
AB-2                                    82-08     000988
                                            243944

Statement of                               COMMONWEALTH OF PENNSYLVANIA
Change of Registered                            DEPARTMENT OF STATE
Office-Domestic                                 CORPORATION BUREAU
Business Corporation
-------------------------------------------------------------------------------


         In  compliance  with the  requirements  of section 307 of the  Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. ss.1307) the undersigned
corporation,  desiring  to effect a change in  registered  office,  does  hereby
certify that:

1.       The name of the corporation is:

                     MYLAN LABORATORIES  INC.

2. The address of its present  registered  office in this  Commonwealth  is (the
Department of State is hereby  authorized to correct the following  statement to
conform to the records of the Department):

 1968 Two Oliver Plaza
      (NUMBER)                                   (STREET)

 Pittsburgh                  Pennsylvania                               15222
 ----------------------------------------------------------------------------
        (CITY)                                   (ZIP CODE)

3. The  address to which the  registered  office in this  Commonwealth  is to be
changed is:

 1030 Century Building, 130 Seventh Street
      (NUMBER)                                                      (STREET)

 Pittsburgh                    Pennsylvania                               15222
-------------------------------------------------------------------------------
     (CITY)                                                      (ZIP CODE)

4. Such change was authorized by resolution  duly adopted by at least a majority
of the members of the board of directors of the corporation.

         IN  TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused this
statement to be signed by a duly  authorized  officer,  and its corporate  seal,
duly attested by another such officer, to be hereunto affixed,  this 29th day of
January , 19 82.

                                       Mylan Laborastores Inc.
                                   (NAME OF CORPORATION)

                 By:
                            Milan Puskar         (SIGNATURE)


                          (TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Attest:

Robert W. Smiley           (SIGNATURE)

           SECRETARY
    (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)





<PAGE>



Applicant's Account No.

Filing Fee:   $40
AB-2                                    8443                   975
                           ---------------------------------------

Articles of                                COMMONWEALTH OF PENNSYLVANIA
Amendment-                                      DEPARTMENT OF STATE
Domestic Business Corporation                   CORPORATION BUREAU
-------------------------------------------------------------------------------


         In  compliance  with the  requirements  of Section 307 of the  Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. ss.1806) the undersigned
corporation,  desiring  to effect a change in  registered  office,  does  hereby
certify that:

1.       The name of the corporation is:

                      MYLAN LABORATORIES  INC.

2. The location of its registered office in this Commonwealth is (the Department
of State is hereby  authorized to correct the following  statement to conform to
the records of the Department):

1030 Century Building                                         130 Seventh Street
     -----------------------------------------------------------------------

      (NUMBER)                                               (STREET)


Pittsburgh                   Pennsylvania                  15222
         --------------------------------------------------------------------

   (CITY)                                              (ZIP CODE)

3. The statute by or under which it was incorporated is:

         Act of May 5, 1933, P.L. 364, as amended.
  -----------------------------------------------------------------------------


4.       The date of its incorporation is:       August 31, 1970

5. (Check, and if appropriate, complete one of the following):
|_| The meeting of the  shareholders  of the  corporation at which the amendment
was adopted  was held at the time and place and  pursuant to the kind and period
of notice herein stated.

         Time:    The        22nd         day of          June        , 1984
                     --------------------        -------------------------- 
         Place:    Sheraton Lakeview, Morgantown, West Virginia

         Kind  and  period  of  notice  Written  Notice  of  Annual  Meeting  of
Shareholders mailed approximately May 12, 1984
         The  amendment  was adopted by a consent in writing,  setting forth the
action so taken, signed by all of the shareholders  entitled to vote thereon and
filed with the Secretary of the corporation.

6. At the time of the action of shareholders:

         (a)      The total number of shares outstanding was:

                  7,949,996
-------------------------------------------------------------------------------


         (b) The number of shares entitled to vote was:

                  7,949,996
--------------------------------------------------------------------------------





<PAGE>



7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:

                  5,098,829
--------------------------------------------------------------------------------


         (b) The number of shares voted against the amendment was:

                  107,334
--------------------------------------------------------------------------------


8. The amendments adopted by the shareholders, set forth in full, is as follows:

         See Exhibit A and B attached hereto.


         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles  of  Amendment  to be  signed  by a duly  authorized  officer  and  its
corporate  seal, duly attested by another such officer,  to be hereunto  affixed
this 22nd day of June , 1984.


                                                  MYLAN LABORATORIES INC.
                                                (NAME OF CORPORATION)

Attest:                  By:
                                                      (SIGNATURE)

         (SIGNATURE)                                     President
                                  (TITLE, PRESIDENT, VICE PRESIDENT, ETC.)


(TITLE, SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM:

         A.   Any necessary  copies of Form DSCB: 17.2 (Consent to Appropriation
              of Name) or Form DSCB: 17.3 (Consent to Use of Similar Name) shall
              accompany Articles of Amendment effecting a change of name.

         B. Any necessary governmental approvals shall accompany this form.

         C.   Where action is taken by partial written  consent  pursuant to the
              Articles,  the second  alternate of Paragraph 5 should be modified
              accordingly.

         D.   If the shares of any class were  entitled to vote as a class,  the
              number of  shares  of each  class so  entitled  and the  number of
              shares of all other  classes  entitled to vote should be set forth
              in Paragraph 6(b).

         E.   If the shares of any class were  entitled to vote as a class,  the
              number  of shares  of each  class and the  number of shares of all
              other  classes voted for and against such  amendment  respectively
              should be set forth in Paragraph 7(a) and 7(b).

         F.   BCL ss.807 (15 P.S. ss. 1807) requires that the corporation  shall
              advertise  its  intention  to file or the  filing of  Articles  of
              Amendment. Proofs of publication of such advertising should not be
              delivered to the Department,  but should be filed with the minutes
              of the corporation.




<PAGE>



                                                                    EXHIBIT A
                          AMENDMENT AND RESTATEMENT OF
                               PARAGRAPH 5 OF THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                           OF MYLAN LABORATOREIS INC.

                  "5.A.  The  aggregate  number of shares which the  corporation
shall  have  authority  to  issue is  fifty-five  million  (55,000,000)  shares,
consisting of fifty million (50,000,000) shares of common stock, par value $0.50
per share  (hereinafter  referred to as the "Common  Stock"),  and five  million
(5,000,000)  shares of preferred stock,  par value $0.50 per share  (hereinafter
referred to as the "Preferred Stock").

                  B. The class of Preferred Stock may be divided into and issued
from  time to  time  in one or  more  series.  The  designations,  the  relative
preferences  and  participating,  optional  and other  special  rights,  and the
qualifications,  limitations or  restrictions  of each such series,  if any, may
differ from these of any and all other  series;  and the board of  directors  is
hereby expressly  authorized to fix and determine,  by resolution or resolutions
prior to the issuance of any shares of any series of the  Preferred  Stock,  the
designations,  preferences, relative, participating,  optional and other special
rights and the  qualifications,  limitations  or  restrictions  of such  series,
including, without limiting the generality of the foregoing, the following:

                  (i) The date and time at which,  and the terms and  conditions
         on which,  dividends,  if any, on such series of Preferred Stock may be
         paid and may be cumulative;

                  (ii) The  right,  if any,  of the  holders  of  shares of such
         series of Preferred  Stock to vote and the manner of voting,  except as
         may otherwise be provided by paragraph 6 hereof or by the  Pennsylvania
         Business Corporation Law;

                  (iii) The  right,  if any,  of the  holders  of shares of such
         series of Preferred Stock to convert the same into or exchange the same
         for  other  classes  of  stock of the  corporation  and the  terms  and
         conditions for such conversion and exchange;

                  (iv) The redemption  price or prices,  if any, and the time at
         which, and the terms and conditions on which, the shares of such series
         of Preferred Stock may be redeemed;

                  (v) The terms of the sinking  fund or  redemption  or purchase
         account, if any, to be provided for such series of Preferred Stock;

                  (vi) The  rights of the  holders  of shares of such  series of
         Preferred   Stock  upon  the  voluntary  or  involuntary   liquidation,
         distribution  or sale  of  assets,  dissolution  or  winding  up of the
         corporation; and

                  (vii) The number of shares  which  shall  constitute  any such
         series,  which number may at any time or from time to time be increased
         or  decreased,  but  not  below  the  number  of  shares  thereof  then
         outstanding.

         C.  Holders of Common  Stock shall be entitled to one vote per share in
the election of directors and in all other  matters  submitted for action by the
holders of Common Stock.




<PAGE>



         D. Except for and subject to those  rights  expressly  granted in or by
virtue of  subparagraph  B of this  paragraph 5 to the holders of the  Preferred
Stock,  or  except  as may  be  provided  by the  laws  of the  Commonwealth  of
Pennsylvania,  the holders of the Common Stock shall have  exclusively all other
rights of shareholders."




<PAGE>



                          COMMONWEALTH OF PENNSYLVANIA

                               DEPARTMENT OF STATE


TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:


         WHEREAS,  in and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of May,  Anno  Domino  one  thousand  nine  hundred  and
thirty-three,  P.L. 364, as amended,  the  Department of State is authorized and
required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  to  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  the stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by:

                             MYLAN LABORATORIES INC.


         THEREFORE,   KNOW  YE,  that  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to al the  provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.


                  GIVEN under my hand and the Great Seal of the Commonwealth, as
the City of Harrisburg, this __ day of June in the year of our Lord one thousand
nine hundred and eighty four and of the Commonwealth the two hundred and eighth.


                                            -------------------------------
                                            Secretary of the Commonwealth





154761_1.WPD

<PAGE>



                          COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                CORPORATE BUREAU

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


         In  compliance  with the  requirements  of Section 806 of the  Business
Corporation  Law,  act of May 5,  1933  (P.L.  364)  (15  P.S.  ss.  1806),  the
undersigned  corporation,  desiring to amend its Articles,  does hereby  certify
that:

1.       The name of the corporation is:

         Mylan Laboratories Inc.
--------------------------------------------------------------------------------

2. The location of its registered office in this Commonwealth is (the Department
of State is hereby  authorized to correct the following  statement to confirm to
the records of the Department):

         1030 Century Building, 120 Seventh Street
---------------------------------------------------------------------------

         (Number)                           (Street)

         Pittsburgh,                 Pennsylvania                       15222
------------------------------------------------------------------------

         (City)                           (State)                    (Zip Code)

3. The state by or under which it was incorporated is:

         Act of May 5, 1933, P.L. 364, as amended
----------------------------------------------------------------------------


4. The date of its incorporation is:

         August 31, 1970
------------------------------------------------------------------------


5. (Check, and if appropriate, complete one of the following):

         [X]      The meeting of the  shareholders  of the  corporation at which
                  the  amendment  was adopted was held at the time and place and
                  pursuant to the kind and period of notice herein stated:

                  Time: The 22nd day of June, 1988

                  Place: Sheraton Lakeview Inn, Morgantown, West Virginia

                  Kind and period of notice:  Written  Notice of Annual  Meeting
                  mailed to Shareholders on May 23, 1988.

                  |_| The amendment was adopted by a consent in writing  setting
forth the action so taken,  signed by all of the  shareholders  entitled to vote
thereon and filed with the Secretary of the corporation.

6. At the time of the action of shareholders:

         (a)      The total number of shares outstanding was:

                  36,143,411 Shares of Common Stock as of 4/30/1988
----------------------------------------------------------------------------


         (b) The number of shares entitled to vote was:

                  36,143,411 Shares of Common Stock as of 4/30/1988
------------------------------------------------------------------------------





<PAGE>



7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:

                  29,232,097 Shares of Common Stock
--------------------------------------------------------------------------------


         (b) The number of shares voted against the amendment was:

                  1,241,843 Shares of Common Stock
--------------------------------------------------------------------------------


8. The amendment adopted by the shareholders, set forth in full, as follows:

                  RESOLVED,  that  Paragraph  5.A of the  Restated  Articles  of
         Incorporation  of Mylan  Laboratories  Inc. be amended and  restated to
         read in its entirety as follows:

                  5.A.  The  aggregate  number of shares  which the  corporation
                  shall have  authority  to issue is one  hundred  five  million
                  (105,000,000)  shares,   consisting  of  one  hundred  million
                  (100,000,000) shares of common stock, par value $.50 per share
                  (hereinafter  referred  to as the  "Common  Stock"),  and five
                  million  (5,000,000) shares of preferred stock, par value $.50
                  per share (hereinafter referred to as the "Preferred Stock").

         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles  of  Amendment  to be  signed  by a duly  authorized  officer  and  its
corporate  seal, duly attested by another such officer,  to be hereunto  affixed
this 29th day of July, 1988.

                                     MYLAN LABORATORIES INC.

                                     By:____________________________________
                                              Roy McKnight, Chairman
Attest:

-----------------------------------
         (Signature)

-----------------------------------
Title: Secretary, Assistant Secretary, etc.

(CORPORATE SEAL)

INSTRUCTION FOR COMPLETION OF FORM:

         A.       Any   necessary   copies  of  Form   DSCB:17.2   (Consent   to
                  Appropriation  of Name) or Form DSCB:  17.3 (Consent to Use of
                  Similar Name) shall accompany Articles of Amendment  effecting
                  a change of name.

         B. Any necessary governmental approvals shall accompany this form.

         C.       Where action is taken by partial written  consent  pursuant to
                  the  Articles,  the second  alternate of Paragraph 5 should be
                  modified accordingly.

         D.       If the shares of any class were  entitled  to vote as a class,
                  the number of shares of each class so entitled  and the number
                  of shares of all other classes  entitled to vote should be set
                  forth in Paragraph 6(b).

         E.       If the shares of any class were  entitled  to vote as a class,
                  the number of shares of such class and the number of shares of
                  all  other  classes  voted  for  and  against  such  amendment
                  respectively should be set forth in Paragraphs 7(a) and 7(b).




<PAGE>



         F.       BCL ss. 807 (P.S.  ss.  1807)  requires  that the  corporation
                  shall  advertise  its  intention  to  file  or the  filing  of
                  Articles  of  Amendment,   Proofs  of   publication   of  such
                  advertising  should not be  delivered  to the  Department  but
                  should be filed with the minutes of the corporation.

                          COMMONWEALTH OF PENNSYLVANIA


                               DEPARTMENT OF STATE



TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:


         WHEREAS,  in and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of may,  Anno  Domino  one  thousand  nine  hundred  and
thirty-three,  P.L. 364, as amended,  the  Department of State is authorized and
required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  to  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  the stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by:

                             MYLAN LABORATORIES INC.


         THEREFORE,   KNOW  YE,  that  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to al the  provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.


                  GIVEN under my hand and the Great Seal of the Commonwealth, as
the City of Harrisburg, this __ day of June in the year of our Lord one thousand
nine hundred and eighty four and of the Commonwealth the two hundred and eighth.


                                     -------------------------------
                                     Secretary of the Commonwealth





<PAGE>



Microfilm Number                      --------------------------
                                       Filed with the Department of State on  

Entity Number                         --------------------------

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

                                     Secretary of the Commonwealth


               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1915 (Rev 90)

         In compliance with the requirements of 15 Pa.C.S. ss. 1915 (relating to
articles of amendment), the undersigned business corporation,  desiring to amend
its Articles, hereby states that:

1.  The name of the corporation is:

         Mylan Laboratories Inc.
--------------------------------------------------------------------------------


2. The (a)  address  of this  corporation's  current  registered  office in this
Commonwealth  or (b) name of its commercial  registered  office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):

      1030 Century Building, 120 Seventh Street, Pittsburgh, Pennsylvania 15222
--------------------------------------------------------------------------------

                 Number and Street                  City       State Zip County


         (b) c/o:

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

              Name of Commercial Registered Office Provider               County

    For a corporation  represented by a commercial  registered  office provider,
the county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.

3. The  statute by or under  which it was  incorporated  is: Act of May 5, 1933,
P.L. 364, as amended

4. The date of its incorporation is: August 31, 1970

5. (Check, and if appropriate complete, one of the following):

         XX       The amendment shall be effective upon filing these Articles of
                  Amendment in the Department of State.

         ___      The amendment shall be effective on

                                      ______________at ________________________ 
6. (Check one of the following):         Date                      Hour      
                                        
         XX       The  amendment  was adopted by the  shareholders  (or members)
                  pursuant to 15 Pa.C.S. ss.1914(a) and (b).

         ___      The amendment was adopted by the board of directors pursuant 
                                  to 15 Pa.C.S.ss.1914(c).

7. (Check, and if appropriate complete, one of the following):

         ___      The amendment adopted by the corporation, set forth in full, 
                                                is as follows:


         XX       The amendment  adopted by the corporation is set forth in full
                  in Exhibit A attached hereto and made a part hereof.




<PAGE>





DSCB:15-1915 (Rev 90)-2


8. (Check if the amendment restates the Articles):

         ----
                  The restated Articles of Incorporation  supersede the original
                  Articles and all amendments thereto.


         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles of Amendment  to be signed by a duly  authorized  officer  thereof this
______ day of April, 1993.


                                            MYLAN LABORATORIES INC.


                                            By:________________________________
                                                (Signature)

                                            Title: Secretary






<PAGE>



                             MYLAN LABORATORIES INC.
                                   EXHIBIT "A"
                            TO ARTICLES OF AMENDMENT

         RESOLVED,  that Paragraph 5.A of the Restated Articles of Incorporation
of Mylan  Laboratories  Inc. be amended and  restated to read in its entirety as
follows:

                  5.A.     The aggregate  number of shares which the corporation
                           shall have authority to issue is 305,000,000  shares,
                           consisting of 300,000,000 shares of common stock, par
                           value $.50 per share (hereinafter  referred to as the
                           "Common  Stock"),  and 5,000,000  shares of preferred
                           stock, par value $.50 per share (hereinafter referred
                           to as the "Preferred Stock").





<PAGE>



Microfilm Number                  Filed with the Department of State on

Entity Number
                                      Secretary of the Commonwealth


         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1522 (Rev 90)


         In compliance with the requirements of 15 Pa.C.S. ss. 1522(b) (relating
to statement with respect to shares), the undersigned  corporation,  desiring to
state the designation and voting rights, preferences,  limitations,  and special
rights, if any, of a class or series of its shares, hereby states that:

1.  The name of the corporation is:

         Mylan Laboratories Inc.
-------------------------------------------------------------------------


2. (Check and complete one of the following):

        -----
         The  resolution  amending the  Articles  under 15 Pa.C.S.  ss.  1522(b)
         (relating to divisions and  determinations by the board),  set forth in
         full, is as follows:





         XX      The resolution amending the Articles under 15 Pa.C.S.ss.1522(b)
                                           is set forth in full in Exhibit A
         --
                  attached hereto and made a part hereof.

3. The  aggregate  number  of shares of such  class or  series  established  and
designated by (a) such resolution, (b) all prior statements, if any, filed under
15  Pa.C.S.  ss.  1522 or  corresponding  provisions  of prior law with  respect
thereto, and (c) any other provision of the Articles is 300,000 shares.

4.  The resolution was adopted by the Board of Directors or an authorized 
                               committee thereof on August 22, 1996

5. (Check, and if appropriate complete, one of the following):

        -----
__     The resolution shall be effective upon the filing of this statement with 
           respect to shares in the Department of State.

   --   -----
         The resolution shall be effective on:                  at
                                                     Date                 Hour

         IN  TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused this
statement  to be  signed by a duly  authorized  officer  thereof  this 22 day of
August, 1996.

                               MYLAN LABORATORIES INC.


                               By:

                               Title:








<PAGE>



                                                                    Exhibit A

                        RESOLUTION OF BOARD OF DIRECTORS
                       TO AMEND ARTICLES OF INCORPORATION
                    TO ESTABLISH A SERIES OF PREFERRED SHARES

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of  Directors  of the Company in  accordance  with the  provisions  of the
Amended and Restated  Articles of  Incorporation of the Company and Section 1522
of the Pennsylvania Business Corporation Law, as amended, the Board of Directors
hereby adopts and approves an amendment to the Amended and Restated  Articles of
Incorporation  of the Company,  as amended,  which creates out of the authorized
but  unissued  shares of  Preferred  Stock,  par value  $0.50 per share,  of the
Company a series of Preferred  Stock,  the designation and authorized  number of
shares of which, and the terms and relative rights,  preferences and limitations
of which, are as follows:

         Section 1.  Designation and Amount.  The shares of such series shall be
         designated  as "Series A Junior  Participating  Preferred  Stock"  (the
         "Series A Preferred  Stock") and the number of shares  constituting the
         Series A Preferred Stock shall be 300,000. Such number of shares may be
         increased  or  decreased  by  resolution  of the  Board  of  Directors;
         provided,  (a) that no  decrease  shall  reduce the number of shares of
         Series A  Preferred  Stock to a number  less than the  number of shares
         then  outstanding  plus the number of shares reserved for issuance upon
         the exercise of outstanding  options,  rights,  or warrants or upon the
         conversion  of any  outstanding  securities  issued by the  corporation
         convertible  into Series A Preferred  Stock;  and (b) no increase shall
         cause the  aggregate  number of all shares of Preferred  Stock that the
         corporation  is authorized to issue to be greater than is authorized by
         these Amended and Restated Articles of Incorporation.

         Section 2.  Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
         other  series of  Preferred  Stock of the  corporation  (or any similar
         stock) ranking prior and superior to the Series A Preferred  Stock with
         respect  to  dividends,  the  holders  of shares of Series A  Preferred
         Stock,  in preference  to the holders of Common Stock,  par value $0.50
         per share (the "Common Stock"),  of the  corporation,  and of any other
         junior stock, shall be entitled to receive, when, as and if declared by
         the Board of Directors out of funds legally  available for the purpose,
         quarterly  dividends  payable in cash on the first day of March,  June,
         September,  and December in each year (each such date being referred to
         herein as a "Quarterly Dividend Payment Date"), commencing on the first
         Quarterly  Dividend Payment Date after the first issuance of a share or
         fraction of a share of Series A Preferred Stock, in an amount per share
         (rounded  to the  nearest  cent)  equal to the greater of (a) $1 or (b)
         subject to the provision for  adjustment  hereinafter  set forth,  1000
         times the  aggregate per share amount of all cash  dividends,  and 1000
         times the aggregate per share amount  (payable in kind) of all non-cash
         dividends  or other  distributions,  other than a  dividend  payable in
         shares of Common Stock or a subdivision  of the  outstanding  shares of
         Common Stock (by reclassification or otherwise), declared on the Common
         Stock since the immediately  preceding  Quarterly Dividend Payment Date
         or, with respect to the First Quarterly  Dividend  Payment Date,  since
         the  first  issuance  of any share or  fraction  of a share of Series A
         Preferred Stock. In the event the corporation shall at any time declare
         or pay any  dividend  on the Common  Stock  payable in shares of Common
         Stock, or effect a subdivision or combination or  consolidation  of the
         outstanding  shares of Common Stock (by  reclassification  or otherwise
         than by payment of a dividend in shares of



<PAGE>



         Common  Stock)  into a  greater  or  lesser  number of shares of Common
         Stock,  then in each such case the amount to which holders of shares of
         Series A Preferred Stock were entitled  immediately prior to such event
         under  clause  (b) of the  preceding  sentence  shall  be  adjusted  by
         multiplying  such amount by a fraction,  the  numerator of which is the
         number of shares of Common  Stock  outstanding  immediately  after such
         event and the  denominator  of which is the  number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  (B) The  corporation  shall declare a dividend or distribution
         on the Series A Preferred  Stock as provided in  paragraph  (A) of this
         Section immediately after it declares a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common  Stock during the period  between any  Quarterly
         Dividend  Payment  Date  and the  next  subsequent  Quarterly  Dividend
         Payment  Date,  a dividend  of $1 per share on the  Series A  Preferred
         Stock  shall  nevertheless  be  payable  on such  subsequent  Quarterly
         Dividend Payment date.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  shares  of Series A  Preferred  Stock  from the  Quarterly
         Dividend  Payment date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly  Dividend  Payment date, in which case dividends on
         such  shares  shall  begin  to  accrue  from  the date of issue of such
         shares, or unless the date of issue is Quarterly  Dividend Payment Date
         or is a date after the record date for the  determination of holders of
         shares of Series A  Preferred  Stock  entitled  to receive a  quarterly
         dividend and before such Quarterly  Dividend Payment Date, in either of
         which  events such  dividends  shall begin to accrue and be  cumulative
         from such Quarterly Dividend Payment Date. Accrued but unpaid dividends
         shall  not bear  interest.  Dividends  paid on the  shares  of Series A
         Preferred  Stock in an  amount  less  than  the  total  amount  of such
         dividends  at the time  accrued  and  payable on such  shares  shall be
         allocated pro rata on a  share-by-share  basis among all such shares at
         the time outstanding.  The Board of Directors may fix a record date for
         the  determination  of  holders of shares of Series A  Preferred  Stock
         entitled  to receive  payment of a dividend  or  distribution  declared
         thereon,  which record date shall be not more than 60 days prior to the
         date fixed for the payment thereof.

         Section 3.  Voting Rights.  The holder of shares of Series A Preferred 
         Stock shall have the following voting rights:

                  (A) Subject to the provision for  adjustment  hereinafter  set
         forth,  each share of Series A Preferred Stock shall entitle the holder
         thereof  to  1000  votes  on all  matters  submitted  to a vote  of the
         shareholders of the corporation.  In the event the corporation shall at
         any time  declare or pay any  dividend on the Common  Stock  payable in
         shares of Common  Stock,  or effect a  subdivision  or  combination  or
         consolidation   of  the   outstanding   shares  of  Common   Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such  case the  number of votes per share to which
         holders of shares of Series A Preferred Stock were entitled immediately
         prior to such event shall be adjusted by  multiplying  such number by a
         fraction,  the  numerator  of which is the  number  of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.




<PAGE>



                  (B)  Except  as  otherwise  provided  herein  or in any  other
         Statement with Respect to Shares or other  amendment of the Articles of
         Incorporation  creating  a series  of  Preferred  Stock or any  similar
         stock, or by law, the holders of shares of Series A Preferred Stock and
         the holders of shares of Common  Stock and any other  capital  stock of
         the corporation having general voting rights shall vote together as one
         class  on all  matters  submitted  to a  vote  of  shareholders  of the
         corporation.

                  (C) Except as set forth  herein,  or as otherwise  provided by
         law,  holders of Series A Preferred  Stock shall have no special voting
         rights and their  consent  shall not be required  (except to the extent
         they are  entitled  to vote with  holders of Common  Stock as set forth
         herein) for taking any corporate action.

         Section 4.  Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
         distributions  payable on the Series A  Preferred  Stock as provided in
         Section 2 are in arrears,  thereafter  and until all accrued and unpaid
         dividends  and  distributions,  whether or not  declared,  on shares of
         Series A Preferred Stock  outstanding shall have been paid in full, the
         corporation shall not:

                           (i)  declare  or pay  dividends,  or make  any  other
         distributions,  on any  shares of stock  ranking  junior  (either as to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series A Preferred Stock;

                           (ii)  declare  or pay  dividends,  or make any  other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends  or upon  liquidation,  dissolution,  or winding up) with the
         Series A Preferred Stock, except dividends paid ratably on the Series A
         Preferred  Stock  and all such  parity  stock on  which  dividends  are
         payable or in arrears in  proportion  to the total amounts to which the
         holders of all such shares are then entitled;

                           (iii)  redeem or  purchase or  otherwise  acquire for
         consideration  shares  of  any  stock  ranking  junior  (either  as  to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series A Preferred Stock, provided that the corporation may at any time
         redeem,  purchase, or otherwise acquire shares of any such junior stock
         in exchange for shares of any stock of the  corporation  ranking junior
         (either as to dividends or upon  dissolution,  liquidation,  or winding
         up) to the Series A Preferred Stock; or

                           (iv)  redeem or  purchase  or  otherwise  acquire for
         consideration  any shares of Series A Preferred Stock, or any shares of
         stock ranking on a parity with the Series A Preferred Stock,  except in
         accordance  with a purchase offer made in writing or by publication (as
         determined  by the Board of  Directors)  to all  holders of such shares
         upon such terms as the Board of Directors,  after  consideration of the
         respective   annual  dividend  rates  and  other  relative  rights  and
         preferences of the respective  series and classes,  shall  determine in
         good  faith  will  result  in fair and  equitable  treatment  among the
         respective series or classes.

                  (B) The  corporation  shall not permit any  subsidiary  of the
         corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the corporation  unless the corporation could, under
         paragraph  (A) of this Section 4,  purchase or  otherwise  acquire such
         shares at such time and in such manner.



<PAGE>



         Section 5.  Reacquired  Shares.  Any shares of Series A Preferred Stock
         purchased  or  otherwise  acquired  by the  corporation  in any  manner
         whatsoever shall be retired and canceled promptly after the acquisition
         thereof.   All  such  shares  shall  upon  their  cancellation   become
         authorized but unissued  shares of Preferred  stock and may be reissued
         as part of a new series of Preferred  Stock  subject to the  conditions
         and  restrictions  on issuance  set forth  herein,  in the  Articles of
         Incorporation,  or in any other Articles of Amendment creating a series
         of Preferred  Stock, par value $0.50 per share, or any similar stock or
         as otherwise required by law.

         Section  6.   Liquidation,   Dissolution,   or  Winding  Up.  Upon  any
         liquidation,   dissolution,  or  winding  up  of  the  corporation,  no
         distribution shall be made (1) to the holder of shares of stock ranking
         junior  (either as to dividends or upon  liquidation,  dissolution,  or
         winding  up) to the Series A  Preferred  Stock  unless  the  holders of
         shares of Series A Preferred Stock  outstanding shall have received out
         of  the  assets  of  the  Company  available  for  distribution  to its
         shareholders  after payment or provision for payment of any  securities
         ranking  senior to the  Series A  Preferred  Stock,  for each  share of
         Series  A  Preferred  Stock,   subject  to  adjustment  as  hereinafter
         provided,  (A)  $1000.00  plus an amount  equal to  accrued  and unpaid
         dividends  and  distributions  thereon,  whether or not declared to the
         date of such  payment or, (B) if greater  than the amount  specified in
         clause  (1)(A)  of this  sentence,  an amount  equal to 1000  times the
         aggregate  amount  to be  distributed  per share to  holders  of Common
         Stock,  as the same may be adjusted as herein  provided,  or (2) to the
         holders of shares of stock ranking on a parity  (either as to dividends
         or upon  liquidation,  dissolution,  or  winding  up) with the Series A
         Preferred Stock, unless simultaneously therewith distributions are made
         ratably on the Series A Preferred  Stock and all such  parity  stock in
         proportion to the total amounts to which the holders of all such shares
         are entitled upon such liquidation,  dissolution, or winding up. In the
         event the corporation  shall at any time declare or pay any dividend on
         the  Common  Stock  payable  in  shares of  Common  Stock,  or effect a
         subdivision or combination or consolidation  of the outstanding  shares
         of Common Stock (by  reclassification or otherwise than by payment of a
         dividend in shares of Common  Stock) into a greater or lesser number of
         shares of Common Stock,  then in each such case the aggregate amount to
         which  holders  of shares of Series A  Preferred  Stock  were  entitled
         immediately  prior to such event under the  provision  in clause (1) of
         the preceding  sentence shall be adjusted by multiplying such amount by
         a  fraction  the  numerator  of which is the number of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

         Section 7.  Consolidation,  Merger,  etc. In case the corporation shall
         enter into any consolidation, merger, combination, or other transaction
         in which the shares of Common Stock are  exchanged  for or changed into
         other stock or securities, cash, and/or any other property, then in any
         such case each share of Series A Preferred Stock shall at the same time
         be similarly exchanged or changed into an amount per share,  subject to
         the provision or adjustment  hereinafter set forth, equal to 1000 times
         the  aggregate  amount of stock,  securities,  cash,  and/or  any other
         property (payable in kind), as the case may be, into which or for which
         each share of Common  Stock is changed or  exchanged.  In the event the
         corporation shall at any time declare or pay any dividend on the Common
         Stock  payable in shares of Common Stock,  or effect a  subdivision  or
         combination or consolidation of the outstanding  shares of Common Stock
         (by  reclassification  or  otherwise  than by payment of a dividend  in
         shares of Common  Stock)  into a greater or lesser  number of shares of
         Common Stock, then in



<PAGE>



         each such case the  amount  set forth in the  preceding  sentence  with
         respect to the exchange or change of shares of Series A Preferred Stock
         shall be  adjusted  by  multiplying  such  amount  by a  fraction,  the
         numerator of which is the number of shares of Common Stock  outstanding
         immediately after such event and the denominator of which is the number
         of shares of Common Stock that were  outstanding  immediately  prior to
         such event.

         Section 8.  No Redemption. The shares of Series A Preferred Stock shall
         not be redeemable.

         Section 9. Rank. The Series A Preferred  Stock shall rank, with respect
         to the payment of dividends and the  distribution of assets,  junior to
         all other series of the corporation's Preferred Stock.

         Section 10. Amendment. The Articles of Incorporation of the corporation
         shall not be  amended  in any manner  that  would  materially  alter or
         change  the  powers,  preferences,  or  special  rights of the Series A
         Preferred Stock so as to affect them adversely  without the affirmative
         vote of the holders of at least two-thirds of the outstanding shares of
         Series A Preferred Stock, voting together as a single class.



<PAGE>



                                                                    EXHIBIT B

                                    AMENDMENT
                            ADDING PARAGRAPH 7 TO THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                           OF MYLAN LABORATORIES INC.

                  7. Except as provided in  subparagraph  B below,  no corporate
action of a character described in subparagraph A below, and no agreement,  plan
or resolution providing therefor, shall be valid or binding upon the corporation
unless such  corporate  action shall have been approved in  compliance  with all
applicable  provisions of the  Pennsylvania  Business  Corporation Law and these
Articles  and shall have been  authorized  by the  affirmative  vote of at least
seventy-five (75%) percent of the outstanding shares of Common Stock entitled to
vote, given in person or by proxy, at a meeting called for such purpose.

                  A.Corporate actions subject to the voting requirements of this
         paragraph 7 shall be:

                           (i)      any merger or consolidation to which the
                  corporation and an interested person are parties; or

                           (ii) any sale, lease,  exchange or other disposition,
                  in a single transaction or series of related transactions,  of
                  all  or  substantially  all  or  a  substantial  part  of  the
                  properties  or  assets  of the  corporation  to an  interested
                  person; or

                           (iii) the  adoption of any plan or  proposal  for the
                  liquidation  or  dissolution  of  the  corporation   under  or
                  pursuant  to  which  the  rights  or  benefits  inuring  to an
                  interested  person or different in kind or character  from the
                  rights or  benefits  inuring  to the other  holders  of Common
                  Stock; or

                           (iv) any  transaction  of a  character  described  in
                  clause (i),  (ii) or (iii) above  involving  an  affiliate  or
                  associate of an interested person or involving an associate of
                  any such affiliate.

                  B. The voting requirements of this paragraph 7 shall not apply
         to any transaction of a character  described in clause (i), (ii), (iii)
         or (vi) of subparagraph A above should any of the following obtain with
         respect to the transaction.

                           (a) The Board of  Directors  shall have  approved the
                  transaction  by a majority vote of all directors  prior to the
                  time the  interested  person  connected  with the  transaction
                  became an interested person.

                           (b) The Board of  Directors  shall have  approved the
                  transaction  prior to consummation  thereof by a majority vote
                  of all  directors  disregarding  the vote of each director who
                  was an interested person, or an affiliate,  associate or agent
                  of such  interested  person,  or an  associate or agent of any
                  such affiliate.




<PAGE>



                  C. For purposes of this paragraph 7, the following definitions
         shall apply:

                           (i) "Affiliate" shall mean a person that directly, or
                  indirectly through one or more intermediaries,  controls or is
                  controlled by or is under common control with another person.

                           (ii)  "Associate"   shall  mean  any  corporation  or
                  organization of which a person is an officer or partner or is,
                  directly or indirectly, the beneficial owner of ten percent or
                  more of any class of equity securities; or any trust or estate
                  in which a  person  has a ten  percent  or  larger  beneficial
                  interest  or as to which a person  serves as a trustee or in a
                  similar  fiduciary  capacity;  or any  relative or spouse of a
                  person  and  any  relative  of a  spouse,  who  has  the  same
                  residence as such person.

                           (iii)  "Beneficial  Ownership"  shall mean all shares
                  directly or indirectly  owned by a person and all shares which
                  a person has the right to acquire  through the exercise of any
                  option,   warrant   or  right   (whether   or  not   currently
                  exercisable),  through the conversion of a security,  pursuant
                  to the  power  to  revoke a trust,  discretionary  account  or
                  similar  arrangement,  pursuant to automatic  termination of a
                  trust,   discretionary   account  or  similar  arrangement  or
                  otherwise.  All shares shall be deemed  indirectly  owned by a
                  person as to which such person enjoys  benefits  substantially
                  equivalent  to those of ownership  by reason of any  contract,
                  understanding,  relationship,  agreement or other arrangement,
                  including   without   limitation   any  written  or  unwritten
                  agreement to act in concert.

                           (iv) "Control" shall mean the possession, directly or
                  indirectly,  of the power to direct or cause the  direction of
                  the  management  and  policies  of a person,  whether  through
                  ownership of voting securities, by contract or otherwise.

                           (v)  "Interested  Person"  shall  mean any person who
                  beneficially  owns  ten  percent  or more  of the  outstanding
                  shares of Common Stock of the corporation.

                           (vi)   "Person"   shall   mean   an   individual,   a
                  corporation,  a  partnership,  an  association,  a joint-stock
                  company,   a  trust,  any   unincorporated   organization,   a
                  government or political  subdivision  thereof, a person acting
                  through or in concert  with one or more other  persons and any
                  other entity.

                           (vii)  "Substantial Part" shall mean more than twenty
                  percent of the total  consolidated  assets of the corporation,
                  as shown on its  consolidated  balance  sheet as of the end of
                  the most recent fiscal year.




<PAGE>


                  D.  The   affirmative   vote  of  the   holders  of  at  least
         seventy-five percent of the outstanding shares of Common Stock entitled
         to vote shall be required to amend or repeal this paragraph 7."





<PAGE>



4.3         Bylaws of the Registrant, as amended to date.

                                   Exhibit 4.3

                             MYLAN LABORATORIES INC.

                                    By-Laws*


                                    ARTICLE I

     Shareholders  Section  1.01.  Annual  Meetings.   Annual  meetings  of  the
shareholders shall be held,  commencing in 1972, on the second Wednesday of June
in each year if not a legal holiday,  and if a legal  holiday,  then on the next
succeeding  day which is not a legal  holiday,  at 11:00  o'clock  A.M.,  at the
principal  business office of the  Corporation,  or at such other date, time and
place as may be fixed by the Board of Directors.  Any business may be transacted
at the annual meeting  whether or not the notice calling such meeting shall have
contained a reference thereto, except as may otherwise be required by law.

     Section 1.02. Special Meetings. Special meetings of the shareholders may be
called at any time by the President or the Board of Directors.  Special meetings
shall be held at the principal  business office of the  Corporation,  or at such
other  place as may be  fixed by the  Board of  Directors.  No  business  may be
transacted  at any  special  meeting  other  than that  stated in the  notice of
meeting and business which is germane thereto.

     Section  1.03.  Organization.  The  President,  or in his  absence the Vice
President having the greatest seniority, shall preside, and the Secretary, or in
his absence any Assistant Secretary,  shall act as secretary, at all meetings of
the shareholders. -------- *As amended and in effect on December 22, 1997.


                                       1.

<PAGE>



     Section  1.04.  Business  of  Meetings.  (a) At any  annual  meeting of the
shareholders,  only such business will be conducted or considered as is properly
brought before the meeting.  To be properly  brought  before an annual  meeting,
business  must be (i)  specified  in the  notice of meeting  (or any  supplement
thereto)  given by or at the  direction of the Board,  (ii)  otherwise  properly
brought before the meeting by the presiding officer or by or at the direction of
majority  of the entire  Board,  or (iii)  otherwise  properly  requested  to be
brought  before the meeting by a shareholder  of the  Corporation  in accordance
with Section 1.04(b) of these By-laws.

     (b) For business to be properly  requested by a  shareholder  to be brought
before an annual  meeting,  the  shareholder  must (i) be a  shareholder  of the
Corporation  of record at the time of the giving of the  notice for such  annual
meeting,  (ii) be entitled to vote at such meeting,  and (iii) have given timely
notice thereof in writing to the Secretary. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal  executive  offices
of the  Corporation  not less than 60 calendar days prior to the annual meeting;
provided,  however,  that in the event  public  announcement  of the date of the
annual  meeting is not made at least 75  calendar  days prior to the date of the
annual  meeting,  notice by the shareholder to be timely must be so received not
later than the close of business on the 10th  calendar day  following the day on
which public  announcement  is first made of the date of the annual  meeting.  A
shareholder's  notice  to the  Secretary  must set forth as to each  matter  the
shareholder  proposes to bring before the annual  meeting (A) a  description  in
reasonable  detail of the  business  desired  to be  brought  before  the annual
meeting and the reasons for conducting such business at the annual meeting,  (B)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
shareholder  proposing such business and the beneficial  owner, if any, on whose
behalf the proposal is made, (c) the class

                                       2.

<PAGE>



and  number of  shares of the  Corporation  that are owned  beneficially  and of
record by the shareholder  proposing such business and the beneficial  owner, if
any, on whose behalf the proposal is made, and (D) any material interest of such
shareholder  proposing such business and the beneficial  owner, if any, on whose
behalf the proposal is made in such  business.  A  shareholder  must also comply
with all  applicable  requirements  of the  Securities  Exchange Act of 1934, as
amended,  and the rules and  regulations  thereunder with respect to the matters
set forth in this Section 1.04 of the By-laws. For purposes of this Section 1.04
of the  By-laws,  "public  announcement"  means  disclosure  in a press  release
reported by the Dow Jones News Service, Associated Press, or comparable national
news  service  or in a  document  publicly  filed  by the  Corporation  with the
Securities and Exchange  Commission pursuant to Sections 13, 14, or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  or  furnished  to  shareholders.
Nothing in this  Section 1.04 of the By-laws will be deemed to affect any rights
of shareholders  to request  inclusion of proposals in the  Corporation's  proxy
statement  pursuant to Rule a-8 under the  Securities  Exchange Act of 1934,  as
amended.

     (c) At a  special  meeting  of  shareholders,  only  such  business  may be
conducted  or  considered  as is  properly  brought  before the  meeting.  To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any  supplement  thereto) given by or at the direction
of the Chairman or a majority of the entire Board,  or (ii)  otherwise  properly
brought before the meeting by the presiding officer or by or at the direction of
a majority of the entire Board.

     (d) The  determination  of whether any business sought to be brought before
any annual or special  meeting of the  shareholders  is properly  brought before
such meeting in accordance with this Section 1.04 of the By-laws will be made by
the presiding officer of such meeting.  If the presiding officer determines that
any business is not properly brought before such

                                       3.

<PAGE>



meeting, he or she will so declare to the meeting and any such business will not
be conducted or considered.

                                   ARTICLE II
                                    Directors

     Section 2.01. Number,  Election and Term of Office. The number of Directors
which shall  constitute  the full Board of Directors  shall be such number,  not
less  than  three,  as  shall  be  fixed  by  the  Board  of  Directors  or  the
shareholders, provided, however, that if all the shares of the Corporation shall
be owned  beneficially  and of  record by either  one or two  shareholders,  the
number  of  Directors  may be less than  three  but not less than the  number of
shareholders.  The  shareholders  shall elect a full Board of  Directors at each
annual meeting of shareholders. Each Director shall hold office from the time of
his election, but shall be responsible from such time only if he consents to his
election; otherwise from the time he accepts office or attends his first meeting
of the  Board.  Each  Director  shall  serve  until the next  annual  meeting of
shareholders,  and thereafter  until his successor  shall have elected and shall
qualify, or until his prior death, resignation or removal.

     Section  2.01(a)  Filling  Vacancies.  Any  vacancy  caused  by the  death,
resignation or removal of a director  shall be filled by appointment  thereto by
the Chairman,  or in his absence, by the Vice Chairman of the Board of Directors
at the next meeting of the Board, and such Director so appointed shall serve for
the unexpired term of the Director causing such vacancy.

                                       4.

<PAGE>



     Section 2.01(b)  Nominations of Directors;  Election.  (i) Only persons who
are nominated in accordance  with the following  procedures will be eligible for
election at a meeting of shareholders as Directors of the Corporation.

     (ii)  Nominations  of persons for election as Directors of the  Corporation
may be made only at an annual meeting of shareholders (A) by or at the direction
of the Board or (B) by any  shareholder  who is a  shareholder  of record at the
time of giving of notice  provided for in this  Section  2.01(b) of the By-laws,
who is entitled to vote for the election of Directors at such  meeting,  and who
complies with the procedures set forth in this Section  2.01(b) of these Bylaws.
All nominations by shareholders must be made pursuant to timely notice in proper
written form to the Secretary.

     (iii) To be timely,  a shareholder's  notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
60 calendar days prior to the annual meeting of shareholders; provided, however,
that in the event that public  announcement of the date of the annual meeting is
not made at least 75  calendar  days  prior to the date of the  annual  meeting,
notice by the  shareholder  to be timely  must be so  received no later than the
close of business on the 10th  calendar  day  following  the day on which public
announcement  is first made of the date of the annual  meeting.  To be in proper
written form, such  shareholder's  notice must set forth or include (A) the name
and  address,  as they appear on the  Corporation's  books,  of the  shareholder
giving the notice  and of the  beneficial  owner,  if any,  on whose  behalf the
nomination is made; (B) a representation  that the shareholder giving the notice
is a holder  of  record  of stock of the  Corporation  entitled  to vote at such
annual meeting and intends to appear in person or by proxy at the annual meeting
to nominate the person or persons

                                       5.

<PAGE>



specified  in the  notice;  (C) the class  and  number of shares of stock of the
Corporation  owned  beneficially  and of record by the  shareholder  giving  the
notice and by the  beneficial  owner,  if any, on whose behalf the nomination is
made; (D) a description of all arrangements or  understandings  between or among
any of (1) the shareholder  giving the notice, (2) the beneficial owner on whose
behalf  the  notice  is given,  (3) each  nominee,  and (4) any other  person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations are to be made by the shareholder  giving the notice; (E) such other
information regarding each nominee proposed by the shareholder giving the notice
as would be required to be included in a proxy  statement  filed pursuant to the
proxy rules of the  Securities  and  Exchange  Commission  had the nominee  been
nominated, or intended to be nominated, by the Board; and (F) the signed consent
of each nominee to serve as a Director of the Corporation if so elected.  At the
request  of the Board,  any  person  nominated  by the Board for  election  as a
Director must furnish to the Secretary that information required to be set forth
in a  shareholder's  notice of  nomination  which  pertains to the nominee.  The
presiding  officer of any annual meeting will, if the facts  warrant,  determine
that a nomination was not made in accordance  with the procedures  prescribed by
this Section 2.01(b) of the By-laws, and if he or she should so determine, he or
she  will so  declare  to the  meeting  and  the  defective  nomination  will be
disregarded.  A shareholder must also comply with all applicable requirements of
the Securities  Exchange Act of 1934, as amended,  and the rules and regulations
thereunder  with respect to the matters set forth in this Section 2.01(b) of the
By-laws.

     Section 2.02.  Regular Meetings;  Notice.  Regular meetings of the Board of
Directors  shall be held at such  places and times as shall from time to time be
determined by resolution  of the Board.  Notice of such regular  meetings of the
Board shall not be required to be given, except that

                                                        6.

<PAGE>



whenever the time or place of such regular  meetings  shall be fixed or changed,
notice of such action shall be given  promptly by telephone or otherwise to each
Director not participating in such action.

     Section 2.03.  Annual Meeting of the Board. The annual meeting of the Board
of  Directors  shall  be  held  immediately  after  the  annual  meeting  of the
shareholders   and   shall   be  the   annual   organization   meeting   of  the
Directors-elect,  at which  meeting  the new Board  shall be  organized  and the
officers of the Corporation for the ensuing year shall be elected.

     Section 2.04. Special Meetings;  Notice.  Special meetings of the Board may
be called at any time by a majority  of the  directors  or by the  President  or
Secretary, to be held at such place and day and hour as shall be specific in the
notice or waiver of notice thereof. Notice of every special meeting of the Board
of  Directors,  stating  the  place,  day and  hour  thereof,  shall be given by
telephone  or  otherwise  to each  Director at least 24 hours before the time at
which the meeting is to be held.

     Section 2.05. Organization.  The Board of Directors shall elect a permanent
Chairman  who shall  preside  at each  meeting  of the Board and shall have such
other duties as may, from time to time, be conferred  upon him by the Board.  In
the absence of the  Chairman,  the  President  shall  preside at meetings of the
Board. The Secretary,  or in his absence any Assistant  Secretary,  shall act as
secretary  at all  meetings  of the Board of  Directors.  In the  absence of the
Secretary  and  an  Assistant  Secretary,  the  chairman  of the  meeting  shall
designate any person to act as secretary of the meeting.

     Section  2.06.  Meetings by  Telephone.  One or more of the  Directors  may
participate in any regular or special  meeting of the Board of Directors or of a
committee of the Board of

                                       7.

<PAGE>



Directors by means of conferencing telephone or similar communications equipment
by means of which all persons participating in the meeting are able to hear each
other.

     Section  2.07.  Resignations.  Any Director may resign by submitting to the
President his resignation,  which shall become effective upon its receipt by the
President or as otherwise specified therein.

     Section 2.08.  Limitation of Director Liability.  A director of the Company
shall not be  personally  liable  for  monetary  damages  as such for any action
taken,  or any failure to take any action,  unless (i) the director has breached
or failed to perform the duties of his office under  Section  8363,  Title 42 of
the  Pennsylvania  Consolidated  Statutes  (relating  to  standard  of care  and
justifiable  reliance)  and (ii) the breach or  failure  to perform  constitutes
self-dealing,  willful misconduct or recklessness;  provided,  however, that the
foregoing   provisions  of  this  Section  2.08  shall  not  apply  to  (i)  the
responsibility  or liability of a director  pursuant to any criminal  statute or
(ii) the liability of a director for payment of taxes  pursuant to local,  state
or federal law.  Neither the amendment nor the repeal of this Section 2.08 shall
eliminate  or reduce the effect of this  Section 2.08 with respect to any matter
occurring,  or any cause of action,  suit or claim  that,  but for this  Section
2.08, would accrue or arise,  prior to such amendment or repeal.  If Title 42 of
the  Pennsylvania  Consolidated  Statutes  is  amended  after  approval  by  the
shareholders  of  this  Section  2.08  to  authorize  corporate  action  further
eliminating or limiting the personal liability of directors,  then the liability
of a director  of the  Company  shall be  eliminated  or limited to the  fullest
extent permitted by Title 42 as amended from time to time.


                                       8.

<PAGE>



                                   ARTICLE III
                                    Officers

     Section  3.01.  Officers.  The  Officers  of the  Corporation  shall be the
President,  such number of Vice  Presidents as may be determined by the Board of
Directors,  a  Secretary  and a  Treasurer,  all of whom shall be elected by the
Board of  Directors.  Any two or more  offices  may be held by the same  person,
except the offices of the  President  and  Secretary.  Each  officer  shall hold
office until the next  succeeding  annual  meeting of the Board of Directors and
thereafter  until his successor  shall have been elected and shall  qualify,  or
until his prior death, resignation or removal.

     Section 3.02. Additional Officers; Other Agents and Employees. The Board of
Directors  may from time to time elect such  additional  officers to hold office
for such periods, have such authority and perform such duties as may be provided
by resolution of the Board of Directors.  The President may appoint from time to
time such other agents and  employees as may be deemed  advisable for the prompt
and orderly  transaction  of the business of the  Corporation,  prescribe  their
duties  and the  conditions  of their  employment,  fix their  compensation  and
dismiss them.

     Section 3.03. The  President.  The President  shall be the chief  executive
officer of the  Corporation.  Subject to the control of the Board of  Directors,
the President  shall have general policy  supervision of and general  management
over all the property, business,  operations and affairs of the Corporation, and
shall see that the policies  and  programs  adopted or approved by the Board are
carried  out. The  President  shall have and  exercise  such further  powers and
duties as from time to time may be  prescribed  in these By-Laws or by the Board
of Directors.

                                       9.

<PAGE>



     Section 3.04.  The Vice  Presidents.  The Vice  Presidents  may be given by
resolution of the Board general executive powers,  subject to the control of the
President,  concerning  one or more or all  segments  of the  operations  of the
Corporation.  The Vice Presidents  shall exercise such further powers and duties
as from  time to time may be  prescribed  in these  By-Laws  or by the  Board of
Directors or by the President.

     Section 3.05 The Secretary and Assistant Secretaries.  It shall be the duty
of the Secretary (a) to keep or cause to be kept at the registered office of the
Corporation  an  original  or  duplicate   record  of  the  proceedings  of  the
shareholders  and  the  Board  of  Directors,  and a  copy  of the  Articles  of
Incorporation  and Certificate of  Incorporation of the Corporation and of these
ByLaws; (b) to attend to giving and serving of notices of the Corporation as may
be  required  by law or these  By-Laws;  (c) to be  custodian  of the  corporate
records and of the seal of the  Corporation  and see that the seal is affixed to
such documents as may be necessary or advisable;  (d) to have charge of and keep
at the registered  office of the Corporation,  or cause to be kept at the office
of a transfer agent or registrar within the  Commonwealth of  Pennsylvania,  the
stock books of the  Corporation,  and an original or duplicate  share  register,
giving the names of the  shareholders in alphabetical  order,  and showing their
respective  address,  the number and classes of shares held by each,  the number
and date of certificates  issued for the shares, and the date of cancellation of
every certificate  surrendered for  cancellation;  and (e) to perform all duties
incident to the office of Secretary,  and such other duties as may be prescribed
by the Board of Directors or by the President  from time to time.  The Assistant
Secretaries  shall  assist the  Secretary in the  performance  of his duties and
shall also exercise  such further  powers and duties as from time to time may be
conferred  upon  or  assigned  to  them  by the  Board  of  Directors  or by the
President.

                                       10.

<PAGE>



At the direction of the Secretary or in his absence or disability,  an Assistant
Secretary shall perform the duties of the Secretary.

     Section 3.06. The Treasurer and Assistant  Treasurers.  The Treasurer shall
be the  principal  officer  in  charge  of  financial  and  accounting  matters,
including  the proper  keeping of complete and accurate  books of account of all
the Corporation's  business and  transactions.  The Treasurer shall (a) see that
the lists,  books,  reports,  statements,  certificates  and other documents and
records  required by law are  properly  prepared,  kept and filed and (b) render
whatever reports as to the financial  position and operations of the Corporation
may be required by the Board of Directors and officers. The Treasurer shall also
perform such other duties as may be  prescribed by the Board of Directors or the
President from time to time. The Assistant  Treasurer shall assist the Treasurer
in the performance of his duties and shall also exercise such further powers and
duties as from time to time may be  conferred  upon or  assigned  to them by the
Board of Directors or by the President.  At the direction of the Treasurer or in
his absence or disability,  an Assistant  Treasurer  shall perform the duties of
the Treasurer.

     Section 3.07.  The  Controller  and Assistant  Controllers.  The Controller
shall be the  principal  officer in charge of  management  of the  Corporation's
funds.  The  controller  shall (a) be in charge of the  general  offices  of the
Corporation,  and have custody of the  contracts,  insurance  policies,  leases,
deeds,  and other  business  records;  (b) have  charge  and  custody  of and be
responsible for the corporate securities and investments;  (c) receive,  endorse
for  collection  and give  receipts for checks,  notes,  obligations,  funds and
securities of the Corporation,  and deposit monies and other valuable effects in
the name and to the credit of the Corporation,  in such depositories as shall be
designated by the Board of Directors; and (d) subject to the provisions of

                                       11.

<PAGE>



Section 5.01 of the By-Laws,  cause to be disbursed the funds of the Corporation
by payment in cash or by checks or drafts upon the  authorized  depositories  of
the  Corporation,  and cause to be taken and preserved  proper vouchers for such
disbursements.  The  Controller  shall also  perform such other duties as may be
prescribed  by the Board of Director  or the  President  from time to time.  The
Assistant  Controllers  shall assist the  Controller in the  performance  of his
duties as from time to time may be  conferred  upon or  assigned  to them by the
Board of Directors or by the  President.  At the discretion of the Controller or
in his absence or disability,  an Assistant  Controller shall perform the duties
of the Controller.

                                   ARTICLE IV
                             Shares of Capital Stock

     Section 4.01. Share Certificates.  Every holder of stock of the Corporation
shall be entitled to a certificate  or  certificates,  to be in such form as the
Board of Directors may from time to time prescribe,  and signed by the President
or by a Vice  President  and the  Secretary  or the  Treasurer  or an  Assistant
Secretary  or an  Assistant  Treasurer,  which shall  represent  and certify the
number of shares of stock owned by such holder.

     Section  4.02.  Transfer  of  Shares.  Transfers  of shares of stock of the
Corporation  shall  be  made  only  on  the  books  of  the  Corporation  by the
shareholder  or by his agent  thereunto  duly  authorized by an instrument  duly
executed and witnessed and filed with the Corporation, and upon surrender of the
share certificate or certificates for such shares properly endorsed.

                                       12.

<PAGE>



     Section  4.03.  Lost,  Stolen,  Destroyed  or Mutilated  Certificates.  New
certificates  for  shares of stock may be issued to replace  certificates  lost,
stolen,  destroyed or mutilated  upon such  conditions as the Board of Directors
may from time to time determine.

     Section 4.04 Regulations  Relating to Shares.  The Board of Directors shall
have power and authority to make all such rules and regulations not inconsistent
with these By-Laws as it may deem expedient  concerning the issue,  transfer and
registration of certificates representing shares of the Corporation.

     Section 4.05 Holders of Record.  The Corporation shall be entitled to treat
the  holder of record of any share or shares of stock as the holder and owner in
fact thereof and, accordingly,  shall not be bound to recognize any equitable or
other  claim to or  interest  in such  shares on the part of any  other  person,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise expressly provided by the laws of Pennsylvania.

                                    ARTICLE V
                            Execution of Instruments;
                    Deposit and Withdrawal of Corporate Funds

     Section 5.01. Notes, Checks, etc. All notes, drafts,  acceptances,  checks,
endorsements (other than for deposit),  and all evidences of indebtedness of the
Corporation  whatsoever,  shall be  signed  by such  officers  or  agents of the
Corporation,  and subject to such requirements as to  counter-signature or other
conditions, as the Board of Directors from time to time may determine.

     Section 5.02.  Execution of  Instruments  Generally.  Except as provided in
Section 5.01,  all contracts and other  instruments  requiring  execution by the
Corporation may be signed by the

                                       13.

<PAGE>



President,  any Vice President or the Treasurer;  and authority to sign any such
contracts or  instruments  may be  conferred by the Board of Directors  upon any
other person or persons.  Any person  having  authority to sign on behalf of the
Corporation  may delegate,  from time to time, by instrument in writing,  all or
any part of such  authority to any person or persons if  authorized  so to do by
the Board of Directors.

                                   ARTICLE VI
                               General Provisions

     Section 6.01.  Offices.  The principal  business  office of the Corporation
shall be at such place within or without the Commonwealth of Pennsylvania as the
Board of Directors from time to time designates.

     Section 6.02.  Corporate  Seal. The Board of Directors  shall prescribe the
form of a suitable  corporate  seal,  which  shall  contain the full name of the
Corporation and the year and state of incorporation.

     Section  6.03.  Fiscal Year.  The fiscal year of the  Corporation  shall be
fixed by resolution
of the Board of Directors.

     Resolution adopted at meeting of the Board of Directors dated September 23,
     1972.

     RESOLVED,  that effective from and after March 31, 1972, the fiscal year of
     the  Corporation  shall  commence  on the first day of April and end on the
     thirty-first day of March in each year.

     Section 6.04. Financial Reports to Shareholders.  The Board shall cause the
preparation  of financial  statements  reflecting  the  financial  condition and
results of operations of the

                                       14.

<PAGE>



Corporation  as at and for the period ending upon close of each fiscal year, and
shall engage  independent  certified public  accountants to audit such financial
statements.  The Board  shall  cause such  financial  statements  and reports of
auditors  to be  furnished  to the  shareholders,  and shall  cause  such  other
financial  statements,  if any, as it deems  advisable  to be  furnished  to the
shareholders.

     Section 6.05.  Section 910 of the  Pennsylvania  Business  Corporation  Law
shall not be applicable to the Corporation.

                                   ARTICLE VII
                    Indemnification of Officers and Directors

     Section  7.01.   Directors  and  officers  of  the  Corporation   shall  be
indemnified as right to the fullest extent now or hereafter  permitted by law in
connection  with any actual or threatened  civil,  criminal,  administrative  or
investigative  action,  suit or proceeding (whether brought by or in the name of
the Corporation or otherwise) arising out of their service to the Corporation or
to  another  organization  at the  Corporation's  request.  Persons  who are not
directors or officers of the Corporation may be similarly indemnified in respect
of such service to the extent  authorized at any time by the Board of Directors.
The Corporation may maintain  insurance to protect itself and any such director,
officer or other  person  against  any  liability,  cost or expense  incurred in
connection with any such action, suit or proceeding.


                                       15.

<PAGE>


                                  ARTICLE VIII
                                   Amendments

     Section  8.01.  Amendments.  These  By-Laws  may be  amended,  altered  and
repealed,  and new By-Laws may be adopted,  by the  shareholders or the Board of
Directors of the Corporation at any regular or special meeting.

                                   ARTICLE IX
      Inapplicable Subchapters of Business Corporation Law of Pennsylvania

     Section 9.01. Subchapter G. The provisions of Subchapter G to Chapter 25 of
the Business Corporation Law of Pennsylvania,  as approved April 27, 1990, shall
not be applicable to this Corporation.

     Section 9.02.  Subchapter H. The provision of Subchapter H to Chapter 25 of
the Business Corporation Law of Pennsylvania,  as approved April 27, 1990, shall
not be applicable to this Corporation.


                                       16.






5.1         Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1        Consent  of  Doepken  Keevican  &  Weiss  Professional   Corporation
            (included in the opinion  filed as Exhibit 5.1 to this  Registration
            Statement).

23.2         Consent of Deloitte & Touche LLP  relating to its report  regarding
             Mylan Laboratories Inc.

23.3        Consent of Deloitte & Touche LLP  relating  to its report  regarding
            Somerset Pharmaceuticals, Inc.

24.1         Powers of Attorney  (included on signature page of the Registration
             Statement).



                                        6

<PAGE>



                                   EXHIBIT 5.1


                            DOEPKEN KEEVICAN & WEISS
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219




                                December 22, 1997




Mylan Laboratories Inc.
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222

         RE:      Mylan Laboratories Inc.
                  Registration on Form S-8

Ladies and Gentlemen:

     We have  acted as  counsel  for Mylan  Laboratories  Inc.,  a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
Securities  and Exchange  Commission  (the "SEC") by the Company of  250,000,000
shares of the  Company's  common  stock (the  "Common  Stock")  pursuant  to the
Securities Act of 1933, as amended (the "Act").

     In connection with the registration, we have examined the following:

     (a)  The Certificate of Incorporation  and By-laws of the Company,  each as
          amended to date;

     (b)  The Registration Statement on Form S-8 (the "Registration  Statement")
          relating to the Common Stock, as filed with the SEC;

     (c)  The Bertek  Pharmaceuticals,  Inc.  401(k) Savings Plan and Trust (the
          "Plan"); and

     (d)  Such other documents, records, opinions, certificates and papers as we
          have deemed  necessary  or  appropriate  in order to give the opinions
          hereinafter set forth.



<PAGE>



Mylan Laboratories Inc.
December 22, 1997
Page 2


     The  opinions   hereinafter   expressed   are  subject  to  the   following
     qualifications and assumptions :

     (i)  In our examination, we have assumed the genuineness of all signatures,
          the authenticity of all documents submitted to us as originals and the
          conformity of all documents submitted to us as copies to the originals
          thereof.

     (ii) As to the accuracy of certain factual  matters,  we have relied on the
          certificates  of officers of the  Company and  certificates,  letters,
          telegrams or statements of public officials.

     (iii)We express no opinion on the laws of any  jurisdiction  other than the
          United  States of America and the  Pennsylvania  Business  Corporation
          Law.

     Based upon and subject to the foregoing, we are pleased to advise you that,
insofar as the laws of the Commonwealth of Pennsylvania and the United States of
America are concerned,  it is our opinion that the  19,000,000  shares of Common
Stock to be  issued  under  the Plan and  sold by the  Company  pursuant  to the
Registration  Statement,  have been duly authorized and, when issued and sold as
contemplated by the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement,  and  to  the  use of our  name  in the  Prospectus  in
connection with the matters referred to under the caption "Legal Matters."

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION



<PAGE>



                                  EXHIBIT 23.2



INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
     of Mylan  Laboratories Inc. on Form S-8 of our report dated April 30, 1997,
     incorporated  by  reference  in the  Annual  Report  on Form  10-K of Mylan
     Laboratories Inc. for the year ended March 31, 1997.




/s/  Deloitte & Touche LLP

Pittsburgh, Pennsylvania
December 22, 1997


<PAGE>


                                  EXHIBIT 23.3



INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
     of Mylan  Laboratories  Inc.  on Form S-8 of our report  dated  February 6,
     1997,  except for Note 12, as to which the date is March 7, 1997,  relating
     to the consolidated financial statements of Somerset Pharmaceuticals,  Inc.
     and subsidiaries as of December 31, 1996 and 1996 and for each of the three
     years in the period ended December 31, 1996, appearing in the Annual Report
     on Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 1997.


/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
December 22, 1997


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 BERTEK PHARMACEUTICALS 401(K)", "secsgml_size_bytes": 609359}]
{"company-data": {"conformed-name": "MYLAN LABORATORIES INC", "cik": "0000069499", "assigned-sic": "2834", "irs-number": "251211621", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43081", "film-number": "97743382"}, "business-address": {"street1": "130 SEVENTH ST", "street2": "1030 CENTURY BLDG", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122320100"}, "mail-address": {"street1": "1030 CENTURY BUILDING", "street2": "130 SEVENTH STREET", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "FRM CORP", "date-changed": "19711003"}}
Registration No. 333-_______________.
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                          ---------------------------

                             Mylan Laboratories Inc.
               (Exact Name of Issuer as specified in its charter)
          Pennsylvania                                 25-1211621
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)
                 1030 Century Building
                  130 Seventh Street
               Pittsburgh, Pennsylvania                       15222
       (Address of principal executive offices)             (Zip Code)

                          Bertek Pharmaceuticals, Inc.
                          401(k) Savings Plan and Trust
                              (Full Title of Plan)

                                  Milan Puskar
                             Chief Executive Officer
                              1030 Century Building
                               130 Seventh Street
                         Pittsburgh, Pennsylvania 15222
                     (Name and address of agent for service)

                                 (412) 232-0100
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            David G. Edwards, Esquire
                            Doepken Keevican & Weiss
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
Title of Securities              Amount to be             Proposed Maximum        Proposed Maximum               Amount of
      to be Registered              Registered (1)             Offering Price             Aggregate            Registration Fee (2)
                                                                per Share (2)        Offering Price (2)
Common Stock $.01 par                   250,000                    $20.25                $5,062,500                  $1,493.44
value
(1)  Plus any additional  shares that may hereafter  become issuable as a result
     of   the   adjustment   and   antidilution   provisions   of   the   Bertek
     Pharmaceuticals, Inc. 401(k) Savings Plan and Trust.

(2)  Estimated for the purpose of calculating the  registration  fee pursuant to
     Rule 457(c) for the shares registered hereunder, being the average ($20.25)
     of the high ($20.50) and low ($20.00)  prices for the  Registrant's  Common
     Stock on the New York Stock Exchange on December 17, 1997.

In accordance  with Rule 464 under the Securities Act of 1933, as amended,  this
Registration Statement is effective automatically on the date of filing with the
Securities and Exchange Commission.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I.           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

The  documents   containing  the  information   specified  in  Part  I  of  this
Registration  Statement  will be sent or  given  to plan  participants  by Mylan
Laboratories  Inc.  (the  "Registrant")  as specified  by Rule  428(b)(1) of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the  "Commission")  either  as  part  of this  Registration  Statement  or as a
prospectus or prospectus  supplement  pursuant to Rule 424. These  documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the  requirements  of Section 10(a) of the Securities  Act. Copies of
the  information  incorporated  by refence in Item 3 of Part II of this Form S-8
will be delivered to plan  participants,  without  charge,  upon written or oral
request  made  to  Patricia  A.  Sunseri,  Vice  President-Investor  and  Public
Relations, 130 Seventh Street, 1030 Century Building, Pittsbsurgh,  Pennsylvania
15222, telephone (412) 232-0100.

PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed  with  the  Commission  by the  Registrant
pursuant to the Exchange Act are incorporated by reference in this Prospectus:

     1. Annual Report on Form 10-K for the year ended March 31, 1997.

     2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.

     3.   Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1997.

     4.   The  description  of the  Registrant's  Common  Stock  included in the
          Registration Statement on Form 8-A filed April 3, 1986.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Registrant  by  Doepken,  Keevican  &Weiss  Professional  Corporation,
Pittsburgh, Pennsylvania. Robert W. Smiley, who is of counsel to the law firm of
Doepken  Keevican & Weiss,  is also a Director  and  Secretary  of, and  General
Counsel to, the Registrant.

Item 6.  Indemnification of Directors and Officers

     In accordance with the Pennsylvania  Business Corporation Law (the "PBCL"),
the Registrant's  By-Laws provide that a director of the Registrant shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any  action,  unless the  director  has  breached  or failed to perform the
duties  required  under  Pennsylvania  law and the  breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

     As permitted by PBCL, the  Registrant's  By-Laws provide that directors and
officers of the  Registrant  are  indemnified  under certain  circumstances  for
expenses, judgments, fines or settlements incurred in connection with

                                        1
suits and other  legal  proceedings.  The PBCL allows  indemnification  in cases
where the person "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."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

4.1  Bertek Pharmaceuticals, Inc. 401(k) Savings Plan and Trust.

4.2 Amended and Restated Articles of Incorporation of the Registrant.

4.3  Bylaws of the Registrant, as amended to date.

5.1  Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1 Consent of Doepken Keevican & Weiss Professional  Corporation  (included in
     the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2 Consent of  Deloitte & Touche LLP  relating to its report  regarding  Mylan
     Laboratories Inc.

23.3 Consent of Deloitte & Touche LLP relating to its report regarding  Somerset
     Pharmaceuticals, Inc.

24.1 Powers  of  Attorney  (included  on  signature  page  of  the  Registration
     Statement).

Item 9.  Undertakings.

The 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:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in this registration statement;

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

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

                                        2
(3) 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  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

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

     (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
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.

                                        3
SIGNATURES

     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  Pittsburgh,  State of  Pennsylvania,  on December 22,
1997.

                             Mylan Laboratories Inc.
                             (Registrant)

                    By:      /s/  Milan Puskar
                             Milan Puskar, Chairman and Chief Executive Officer

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  the
undersigned, being the administrators of the Bertek Pharmaceuticals, Inc. 401(k)
Savings  Plan and Trust,  have duly caused  this  Registration  Statement  to be
signed on its behalf by the  undersigned,  thereunto duly authorized in the City
of Houston, State of Texas, on December 22, 1997.

                                  Bertek 401(k) Savings Plan and Trust

                                       /s/David Satter
                                  David Satter, Plant Administrator

                                       /s/William Richardson
                                  William Richardson, Plan Administsrator

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Milan Puskar and Patricia A. Sunseri and each of
them,  with  full  power  to  act  without  the  other,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  and to file the same with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-  in-fact and agents of any of them, or any substitute or substitutes,
lawfully do or cause to be done by virtue hereof.

                                        4
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 dates indicated.

   SIGNATURE                     TITLE                          DATE
--------------------------------------------------------------------------------

/s/ Milan Puskar              Chairman, Chief Executive       December 22, 1997
Milan Puskar                   and President (principal
                               executive officer)

/s/ Dana G. Barnett           Executive Vice President        December 22, 1997
Dana G. Barnett                and Director

 Laurence S. DeLynn           Director                        December 22, 1997
Laurence S. DeLynn

/s/ Robert W. Smiley          Secretary and Director          December 22, 1997
Robert W. Smiley

/s/ Patricia A. Sunseri       Vice President and Director     December 22, 1997
Patricia A. Sunseri

/s/ John C. Gaisford          Director                        December 22, 1997
John C. Gaisford, M.D.

C.B. Todd                 Senior Vice President               December 22, 1997
C.B. Todd                      and Director

/s/ Donald C. Schilling       Vice President of Finance       December 22, 1997
Donald C. Schilling           (principal accounting and
                               financial officer)

                                        5
Index to Exhibits

4.1         Bertek Pharmaceuticals, Inc. 401(k) Savings Plan and Trust.

                                         Exhibit 4.1

                                  ADOPTION AGREEMENT #001
               NONSTANDARDIZED CODE ss.401(k) PROFIT SHARING PLAN

         The undersigned, Bertek Pharmaceuticals Inc. ("Employer"), by executing
this Adoption Agreement,  elects to become a participating Employer in the Texas
Commerce Ban National  Association Defined  Contribution Master Plan (basic plan
document  #03) by  adopting  the  accompanying  Plan and Trust in full as if the
Employer  were a signatory  that  Agreement.  The Employer  makes the  following
elections granted under the provisions under the Master Plan.

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

     1.03  PLAN.  The  name  of the  Plan  adopted  by the  Employer  is  Bertek
     Pharmaceuticals Inc. 401(k) Savings Plan and Trust.

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

[ ]   (a) No exclusions.

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

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

[ ]   (d)      Commission Salesmen.

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

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

[ ]   (g)      (Specify)___________________ .

                                            1.
Leased Employees.  Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))

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

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

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

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

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

         1.12     COMPENSATION.

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

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

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

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

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

[ ]  (d)   The   plan   excludes    Compensation    in   excess   of   $   .
     -----------------------

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

[ ]  (f)      The Plan excludes bonuses.

[ ]  (g)      The Plan excludes overtime.

[ ]  (h)      The Plan excludes Commissions.

[ ]  (i) Compensation  will not include  Compensation  from a related employer
     (as  defined  in  Section  1.30  of the  Plan)  that  has  not  executed  a
     Participation Agreement in this Plan unless,

                                        2.
pursuant to Adoption  Agreement  Section  1.07,  the  Employees  of that related
employer are eligible to participate in this Plan.

[ ]   (j)      (Specify)

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

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

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

[ ]   (l)      (Specify)

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

[x]   (m)      No exceptions.

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

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

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

[ ]   (o)      (Specify)______________________________.

         1.17     PLAN YEAR/LIMITATION YEAR.

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

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

[ ]  (b)      (Specify)_______________________________.

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

[x]  (c)      The Plan Year.

                                                        3.
[ ]  (d)      The 12 consecutive month period ending every        .

         1.18     EFFECTIVE DATE.

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

Restated  Plan. The restated  Effective Date is January 1, 1996.  This Plan is a
substitution  and  amendment  of  an  existing   retirement  plan(s)  originally
established January 1, 1985. [Note: See the Effective Date Addendum.]

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

[x]   (a)      The actual method.

[ ]   (b)      The_______________ equivalency method, except:

         [ ]      (1)      No exceptions.

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

                  [ ]      (i)       Participation under Article II.

                  [ ]      (ii)     Vesting under Article V.

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

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

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

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

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

[x]      (c)     Except the following Service: Service prior to January 1, 1998.

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

                                       4.
1.31 LEASED  EMPLOYEES.  If a Leased  Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization:  (Choose
(a) or (b))

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

[ ]      (b) The Advisory Committee will reduce a Leased Employee's allocation
         of Employer nonelective  contributions (other than designated qualified
         nonelective  contributions)  under this Plan by the  Leased  Employee's
         allocation under the leasing  organization's  plan, but not only to the
         extent that allocation is attributable to the Leased Employee's service
         provided to the Employer. The leasing organization's plan:

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

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

                                   ARTICLE III
                              EMPLOYEE PARTICIPANTS

         2.01     ELIGIBILITY.

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

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

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

         [ ]      (1)      One Year of Service

         [x]      (2)      6 months (not exceeding 12) following the Employee's 
                                Employment Commencement Date.

         [ ]      (3)      One Hour of Service.

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

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

                                       5.
[ ] (i) The allocation of Employer  nonelective  contributions
                    and Participant forfeitures.

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

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

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

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

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

               [ ] (iii) One Hour of Service.

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

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

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

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

[x]      (f)      (Specify entry dates) January 1, April 1, July 1 or October 1.

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

[x]      (g)      immediately following

[ ]      (h)      immediately preceding

[ ]      (i)      nearest

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

                                       6.
and service  requirements of Code ss.410(a);  or (2) 6 months after the date the
Employee completes those requirements.]

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

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

         [x]      (1)      No exceptions.

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

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

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

         [ ]      (2) Under the  eligibility  conditions  in effect  under the
                  Plan prior to the  restated  Effective  Date.  If the restated
                  Plan  required  more than one Year of Service to  participate,
                  the   eligibility   condition   under  this   Option  (2)  for
                  participation  in the Code ss. 401(k)  arrangement  under this
                  Plan is one Year of Service for the Plan Years beginning after
                  December 31, 1998. [For restated plans only]

         [ ]      (3)      (Specify)_______________________.
                                      
         2.02     YEAR OF SERVICE - PARTICIPATION

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

[ ]      (a)      1,000 Hours of Service

[x]      (b)         1   Hours of Service

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

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

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

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

                                       7.
2.03     AMOUNT.

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

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

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

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

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

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

[x]      (d)      Nonelective contributions. 
                      (Choose any combination of (1) through (3))

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

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

         [ ]      (3)______ % of Net Profits but not more than ________.
                                                        

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

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

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

                                       8.
[ ]      (g)      Must have current or accumulated Net Profits to make its 
                  annual contribution under this Plan.

[ ]      (g)      Must have current not accumulated 
                  Net Profits exceeding $                    To make the
                                           ------------------
                    following contributions: (Choose at least one)

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

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

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

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

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

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

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

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

     [x]  (1)  An   amount   equal  to  50%  of  each   Participant's   eligible
          contributions for the Plan Year.

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

                                       9.
[ ]   (3) Discretionary formula.

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

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

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

         Number of Years of Service                 Matching Percentage

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

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

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

                    [x]    (i)      Exceed $1,200.00.

                    [ ]    (ii)     Be less than__________________ .

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

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

         [x]        (1)    Salary reduction contributions.

                                                        10.
[ ]        (2) Cash or deferred contributions  (including any part of
                    the  participant's   proportionate  share  of  the  cash  or
                    deferred  contribution which the Employer defers without the
                    Participant's election).

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

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

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

         [x]        (2)  The  Advisory   Committee   will   disregard   eligible
                    contributions  exceeding six percent (6%) of a Participant's
                    Compensation.

          [ ]    (3) The  Advisory  Committee  will  treat as the first  tier of
               eligible     contributions,     an    amount    not    exceeding:
               ___________________________.

               The subsequent tiers of eligible contributions are:  __________.

         [ ]        (4)    (specify)  _____________________________________.

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

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

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

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

     [x]  (ii) May not exceed 17% of Compensation for the Plan Year,  subject to
          the annual additions limitation described in Part 2 of Article III and
          the 402(g) limitation described in Section 14.07 of the Plan.

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

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

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

                                       11.
[ ]        (ii)   As of any Plan Entry Date.

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

         [ ]   (iv)  (Specify,  but must be at least once per Plan Year) As of
               any payroll period.

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

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

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

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

         [x]        (iv)  (Specify,  but  must be at least  once  per Plan  Year
                    following the Plan Year of  revocation)  As of the first day
                    of a Plan quarter.

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

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

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

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

         [x]        (iv) (specify,  but must permit an increase or a decrease at
                    least  once per Plan  Year)  as of the  first  day of a Plan
                    quarter.

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

         [ ]        (1)    All or any portion

         [ ]        (2)    _______________________%.

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

                                       12.
Part I.  [Options (a) through (d)].  Special Accounting Elections.  
             (Choose whichever elections are applicable to the Employer's Plan)

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

         [x]        (1)    Regular Matching Contributions Account.

                    (2)    Qualified Matching Contributions Account.

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

[x]      (b) Special  Allocation Dates for Salary Reduction  Contributions.  The
         Advisory  Committee will allocate salary reduction  contributions as of
         the  Accounting  Date  and as of the  following  additional  allocation
         dates: As soon as  administratively  feasible  following receipt by the
         Trustee.

[x]      (c) Special Allocation Dates for Matching  Contributions.  The Advisory
         Committee  will allocate  matching  contributions  as of the Accounting
         Date and as of the following  additional  allocation  dates: As soon as
         administratively feasible following receipt by the Trustee.

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

         [ ]        (1)    All Participants.

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

         [ ]        (3)  (Specify) ____________________________________________.

Part II.  Method  of  Allocation  -  Nonelective  Contribution.  Subject  to any
restoration  allocation required under Section 5.04, the Advisory Committee will
allocate  and credit  each  annual  nonelective  contribution  (and  Participant
forfeitures treated as nonelective  contributions) to the Employer Contributions
Account of each  participant  who satisfies  the  conditions of Section 3.06, in
accordance with the allocation  method selected under this  Section3.04.  If the
Employer  elects  Option (3)(3) Option (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants,  "Compensation" does not include any
exclusions  elected  under  Adoption  Agreement  Section  1.12  (other  than the
exclusion of elective contributions),  and the Advisory Committee must take into
account the  participant's  Compensation  for the entire  Plan Year.  (Choose an
allocation  method under (e),  (f), (g) or (h); (i) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in additional to any other election.)

                                       13.
[x]      (e)        Nonintegrated Allocation Formula.  (Choose (1) or (2))

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

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

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

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

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

         [ ]        (1)    No other Participant

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

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

                                       14.
Finally, the Advisory Committee will allocate any remaining nonelective
         contributions  in the same ratio that each  Participant's  Compensation
         for the Plan Year bears to the total  Compensation of all  Participants
         for the Plan Year.

[ ]      (h) Four-Tiered  Integrated  Allocation Formula.  First, the Advisory
         Committee will allocate the annual Employer  nonelective  contributions
         in the same ratio  that each  Participant's  Compensation  for the Plan
         Year bears to the total  Compensation of all  Participants for the Plan
         Year, but not exceeding 3% of each Participant's  Compensation.  Solely
         for purposes of this first tier allocation,  a "Participant"  means, in
         addition to any participant  who satisfies the  requirements of Section
         3.06 for the Plan Year, any other  Participant  entitled to a top heavy
         minimum allocation under Section 304(B) of the Plan.

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

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

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

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

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

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

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

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

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

                                       15.
Maximum Disparity Table.  For purposes of Options (f), (g) and (h),
                                             the applicable percentage is:
Integration Level (as                 Applicable Percentages for                Applicable Percentages
   percentage of taxable wage base)            Option (f) or Option (g)                     for Option (h)
100%                                                     5.7%                                    2.7%
More than 80% but less than 100%                         5.4%                                    2.4%
More than 20% (but not less than
$10,001) and not more than 80%                           4.3%                                    1.3%
20% (or $10,000, if greater) or less                     5.7%                                    2.7%
[ ] (j) Allocation offset. The Advisory Committee will reduce a Participant's
     allocation  otherwise  made  under  Part  II of  this  Section  3.04 by the
     Participant's  allocation under the following  qualified plan(s) maintained
     by the Employer: ________________________.

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

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

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

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

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

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

                                       16.
If the Employer  maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.

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

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

[ ]      (n) Only to the  Participants  directly  employed by the contribution
         Employer.  If a Participant  receives  Compensation  from more than one
         contributing  Employer,  the  Advisory  Committee  will  determine  the
         allocations  under this  Adoption  Agreement  Section 3.04 by prorating
         among the participating  Employers the Participant's  Compensation and,
         if applicable, the Participant's Integration Level under Option (i).

         3.05  FORFEITURE  ALLOCATION.  Subject  to any  restoration  allocation
required  under  Sections 5.04 or 9.14,  the Advisory  Committee will allocate a
Participant  forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c)
and (d) are optional in addition to (a) or (b))

[ ]      (a) As an  Employer  nonelective  contribution  for the Plan  Year in
         which the forfeiture  occurs, as if the Participant  forfeiture were an
         additional nonelective contribution for that Plan Year.

[x]  (b)  To  reduce  the  Employer   matching   contributions  and  nonelective
     contributions for the Plan Year: (Choose (1) or (2)

         [ ]        (1)    in which the forfeiture occurs.

         [x]        (2)    immediately following the Plan Year in which the
                           forfeiture occurs.

[ ]      (c)        To the extent attributable to matching contributions:  
                           (Choose (1), (2) or (3))

         [ ]        (1)    In the manner elected under Options (a) or (b).

         [ ]        (2)    First to reduce Employer matching contributions for
                           the Plan Year:  (Choose (i) or (ii))

                    [ ]    (i)      in which the forfeiture occurs,

                    [      ] (ii)  immediately  following the Plan Year in which
                           the forfeiture  occurs,then as elected in Options (a)
                           or (b).

                                                        17.
[ ]        (3) As a discretionary  matching contribution for the Plan
                    Year in which the forfeiture  occurs,  in lieu of the manner
                    elected under Options (a) or (b).

[ ]      (d) First to reduce the Plan's ordinary and necessary  administrative
         expenses  for the Plan  Year  and  then  will  allocate  any  remaining
         forfeitures  in the  manner  described  in  Options  (a),  (b) or  (c),
         whichever  applies.  If the Employer elects Option (c), the forfeitures
         used to reduce Plan expenses: (Choose (1) or (2))

         [ ]        (1)    relate proportionately to forfeitures described in 
                    Option (c) and to forfeitures described in 
                    Options (a) or (b).

         [ ]        (2)    relate first to forfeitures described in Option_____.

Allocation of forfeited excess aggregate  contributions.  The Advisory Committee
will  allocate any forfeited  excess  aggregate  contributions  (as described in
Section 14.09): Choose (e) (f) or (g))

[x]      (e)        To reduce Employer matching contributions for the Plan Year:
                   (Choose (1) or (2))

         [ ]        (1)    in which the forfeiture occurs.

         [x]        (2)    immediately following the Plan Year in which the 
                           forfeiture occurs.

[ ]      (f) As Employer  discretionary  matching  contributions  for the Plan
         Year in  which  forfeited,  except  the  Advisory  Committee  will  not
         allocate  these  forfeitures  to the Highly  Compensated  Employees who
         incurred the forfeitures.

[ ]      (g) In accordance  with Options (a) through (d),  whichever  applies,
         except the Advisory Committee will not allocate these forfeitures under
         Option (a) or under Option (c)(3) to the Highly  Compensated  Employees
         who incurred the forfeitures.

         3.06       ACCRUAL OF BENEFIT.

Compensation  taken into account.  For the Plan Year in which the Employee first
becomes a Participant,  the Advisory  Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

[ ]      (a)        The Employee's Compensation for the entire Plan Year.

[x]  (b) The Employee's  Compensation  for the portion of the Plan Year in which
     the Employee actually is a Participant in the Plan.

Accrual  Requirements.  Subject to the  suspension  of accrual  requirements  of
Section  3.06(E)  of the Plan,  to  receive an  allocation  of cash or  deferred
contributions,   matching   contributions,   designated  qualified   nonelective
contributions,  nonelective  contributions and Participant forfeitures,  if any,
for

                                       18.
the Plan Year,  a  Participant  must  satisfy the  conditions  described  in the
following elections: (Choose (c) or at least one of (d) through (f))

[  ]     (c) Safe harbor rule. If The  Participant is employed by the Employer
         on the last day of the Plan Year,  the  Participant  must  complete  at
         least one Hour of Service for that Plan Year. If the Participant is not
         employed  by the  Employer  on the  last  day of  the  Plan  Year,  the
         Participant must complete at least 501 Hours of Service during the Plan
         Year.

[x]      (d) Hours of Service  condition.  The  Participant  must  complete  the
         following  minimum  number of Hours of  Service  during  the Plan Year:
         (Choose at least one of (1) through (5))

         [ ]        (1)    1,000 Hours of Service

         [ ]        (2)    (Specify, but the number of Hours of Service may not 
                            exceed 1,000) one (1).
                                                   

         [x]        (3)    No Hour of Service requirement if the Participant 
                           terminates employment during the Plan Year on account
                           of:  (Choose (i), (ii) or (iii))

                    [x]    (i)      Death.

                    [x]    (ii)     Disability.

                    [x]    (iii)  Attainment  of  Normal  Retirement  Age in the
                           current Plan Year or in a prior Plan Year.

         [  ]       (4) ______ Hours of Service (not  exceeding  1,000) if the
                    Participant  terminates  employment with the Employer during
                    the Plan Year, subject to any election in Option (3).

         [ ]        (5)    No Hour of Service requirement for an allocation of 
                    the following contributions:  _____________________________.

[x]      (e)  Employment  condition.  The  Participant  must be  employed by the
         Employer on the last day of the Plan Year,  irrespective  of whether he
         satisfies  any Hours of Service  condition  under Option (d),  with the
         following exceptions: (Choose (1) or at least one of (2) through (5))

         [ ]        (1)    No exceptions.

         [x]        (2)    Termination of employment because of death.

         [x]        (3)    Termination of employment because of disability.

         [x]        (4)    Termination of employment following attainment of 
                           Normal Retirement Age.

                                       19.
[ ]        (5)    No employment condition for the following 
                                            contributions:  _____________.

[x]      (f) (Specify other  conditions,  if applicable):  A Participant must be
         employed  on the last  day of a Plan  quarter  to  receive  a  matching
         contribution.

Suspension of Accrual  Requirements.  The suspension of accrual  requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

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

[x]      (h)        Does not apply to the Employer's Plan.

[ ]      (i)        Applies in modified form to the Employer's Plan, as 
                    described in an addendum to this Adoption Agreement, 
                    numbered Section 3.06(E).

Special accrual requirements for matching  contributions.  If the Plan allocates
matching  contributions  on two or more  allocation  dates for a Plan Year,  the
Advisory  Committee,  unless  otherwise  specified in Option (l), will apply any
Hours of Service  condition by dividing  the required  Hours of Service on a pro
rata basis to the allocation periods included in that Plan Year. Furthermore,  a
Participant  who satisfies the conditions  described in this Adoption  Agreement
Section  3.06  will  receive  an  allocation  of  matching   contributions  (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following  additional  condition(s):  (Choose (j) or lat least one of (k) or
(l))

[ ]      (j)        No additional conditions.

[ ]      (k)        The Participant is not a Highly Compensated Employee for the
                    Plan Year.  This Option (k) applies to:  (Choose (1) or (2))

         [ ]        (1)    All matching contributions.

         [ ]        (2)    Matching contributions described in Option(s) _______
                           of Adoption Agreement Section 3.01.

[x]      (l)  (Specify)  (1) Excess  matching  contributions  will be  forfeited
         unless distributed  pursuant to Section 14.08 or 14.09. (2) An employee
         who participates in the Jefferson Pilot Retirement Plan shall not share
         in an allocation of matching contributions.

         3.15       MORE THAN ONE PLAN LIMITATION.  If the provisions of Section
                    3.15 apply, the Excess Amount attributed to this Plan 
                    equals:  (Choose (a), (b) or (c))

[ ]      (a)        The product of:

                    (i) the  total  Excess  Amount  allocated  as of  such  date
                    (including  any amount  which the Advisory  Committee  would
                    have  allocated  but for the  limitations  of Code  ss.415),
                    times

                                       20.
(ii)  the  ratio  of  (1)  the  amount   allocated   to  the
                    Participant  as of such date under this Plan  divided by (2)
                    the  total  amount  allocated  as of  such  date  under  all
                    qualified defined  contribution  plans  (determined  without
                    regard to the limitations of Code ss.415).

[x]      (b)        The total Excess Amount.

[ ]      (c)        None of the Excess Amount.

         3.18       DEFINED BENEFIT PLAN LIMITATION.

Application of limitation.  The limitation under Section 3.18 of the Plan:  
                                  (Choose (a) and (b))

[x]      (a) Does not apply to the Employer's Plan because the Employer does not
         maintain and never has  maintained a defined  benefit plan covering any
         Participant in this Plan.

[ ]      (b)Applies to the Employer's Plan.  To the extent necessary to satisfy
         the limitation under Section 3.18, the Employer will reduce:  
                           (Choose (1) or (2))

         [  ]      (1) The  Participant's  projected annual benefit under the
                    defined   benefit   plan   under   which   the   Participant
                    participates.

         [  ]       (2)  Its  contribution  or  allocation  on  behalf  of the
                    Participant to the defined contribution plan under which the
                    Participant   participates  and  then,  if  necessary,   the
                    Participant's  projected  annual  benefit  under the defined
                    benefit plan under which the Participant participates.

[Note: If the Employer  selected (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination  with top heavy minimum  allocation.  The Advisory  Committee  will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications:
(Choose (c) or at least one of (d) or (e))

[ ]      (c)        No modifications.

[        ] (d) For Non-Key  Employees  participating  only in this Plan, the top
         heavy minimum allocation is the minimum allocation described in Section
         3.04(B)  determined  by  substituting  ___% (not less than 4%) for "3%,
         except: (Choose (i) or (ii))

         [ ]        (i)    No exceptions.

         [ ]        (ii)   Plan Years in which the top heavy ratio exceeds 90%.

[ ]      (e)        For Non-Key Employees also participating in the defined
                    benefit plan, the top heavy minimum is:  (Choose (1) or (2))

                                       21.
[ ]        (1)  5% of Compensation (as determined under Section 3.04(B
                    or the Plan) irrespective of the contribution rate of any 
                    Key Employee, except:  (Choose (i) or (ii))

                    [ ]    (i)      No exceptions.

                    [ ]    (ii)     Substituting "7 1/2%" for "5%" if the top 
                    heavy ratio does not exceed 90%.

         [ ]        (2)    0%.  [Note:  The Employer may not select this 
                    Option (2) unless the defined benefit plan satisfies the top
                    heavy minimum benefit requirements of Code ss.416
                    for these Non-Key Employees.]

Actuarial  Assumptions  for Top Heavy  Calculation.  To determine  the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions   to  value  accrued   benefits   under  a  defined   benefit  plan:
_________________________________________________.

If the  elections  under this  Section 3.18 are not  appropriate  to satisfy the
limitations  of Section 3.18, or the top heavy  requirements  under Code ss.416,
the Employer  must  provide the  appropriate  provisions  in an addendum to this
Adoption Agreement.

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

         4.01      PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan:(Choose (a)
or (b); (c) is available only with (b))

[x]      (a)        Does not permit Participant nondeductible contributions.

[ ]      (b)        Permits Participant nondeductible contributions, pursuant 
         to Section 14.04 of the Plan.

[        ]  (c)  The  following  portion  of  the  Participant's   nondeductible
         contributions  for the Plan  year  are  mandatory  contributions  under
         Option (i)(3) of Adoption Agreement Section 3.01:
         (Choose (1) or (2))

         [ ]        (1)    The amount which is not less than: _________________.

         [ ]        (2)    The amount which is not greater than:  _____________.

Allocation   dates.   The  Advisory   Committee   will  allocate   nondeductible
contributions  for each Plan Year as of the  Accounting  Date and the  following
additional allocation dates: (Choose (d) or (e))

[ ]      (d)        No other allocation dates.

[ ]      (e)        (Specify) _________________________________.

                                       22.
As of an allocation date, the Advisory  Committee will credit all  nondeductible
contributions  made  for  the  relevant  allocation  period.   Unless  otherwise
specified in (e), a nondeductible  contribution  relates to an allocation period
only if actually  made to the Trust no later than 30 days after that  allocation
period ends.

     4.05  PARTICIPANT  CONTRIBUTION -  WITHDRAWAL/DISTRIBUTION.  Subject to the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's  Mandatory  Contributions Account, if any, prior to his Separation
from Service. (Choose (a) or at least one of (b) through (d))

[ ]      (a)        No distribution options prior to Separation from Service.

[ ]  (b)  The  same  distribution  options  applicable  to  the  Deferral
         Contributions  Account  prior  to  the  Participant's  Separation  from
         Service, as elected in Adoption Agreement Section 6.03.

[ ]      (c)        Until he retires, the Participant has a continuing election 
         to receive all or any portion of his Mandatory Contributions Account 
         if:  (Choose (1) or at least one of (2) through (4))

         [ ]        (1)    No conditions.

         [          ] (2) The mandatory  contributions  have  accumulated for at
                    least  ____  Plan  Years  since  the  Plan  Year  for  which
                    contributed.

         [ ]        (3)    The Participant suspends making nondeductible 
                    contributions for a period of ____ months.

         [ ]        (4)    (Specify) ___________________________________.

[ ]      (d)        (Specify) _______________________________________.

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

         5.01       NORMAL RETIREMENT.  Normal Retirement Age under the Plan is:
                               (Choose (a) or (b))

[ ]      (a)        ____ [State age, but may not exceed age 65].

[x]      (b) The later of the date the  Participant  attains  65 years of age or
         the 5th  anniversary  of the  first  day of the Plan  Year in which the
         Participant commenced  participation in the Plan. [The age selected may
         not exceed age 65 and the anniversary selected may not exceed the 5th.]

         5.02       PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under
         Section  5.02 of the Plan:  (Choose (a) or choose one or both of 
         (b) and (c))

                                       23.
[ ]      (a)        Does not apply.

[x]      (b)        Applies to death.

[x]      (c)        Applies to disability.

         5.03       VESTING SCHEDULE.

Deferral     Contributions      Account/Qualified     Matching     Contributions
Account/Qualified  Nonelective  Contributions   Account/Mandatory  Contributions
Account.  A Participant has a 100%  Nonforfeitable  interest at all times in his
Deferral  Contributions  Account, has Qualified Matching  Contributions Account,
his   Qualified   Nonelective   Contributions   Account  and  in  his  Mandatory
Contributions Account.

Regular Matching  Contributions  Account/Employer  Contributions  Account.  With
respect to a Participant's  Regular Matching  Contributions Account and Employer
Contributions  Account,  the Employer  elects the  following  vesting  schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

[ ]  (a) Immediate  vesting.  100%  Nonforfeitable  at all times.  [Note:  The
     Employer must elect Option (a) if the eligibility conditions under Adoption
     Agreement Section 2.01(c) require 2 years of service or more than 12 months
     of employment.]

[x]      (b)        Graduated Vesting Schedules.
Top Heavy Schedule                                     Non Top Heavy Schedule
                         (Mandatory)                                                  (Optional)

          Years of                   Nonforfeitable                   Years of                   Nonforfeitable
           Service                     Percentage                      Service                     Percentage
           -------                     ----------                      -------                     ----------
         Less than 1                       0%                        Less than 1                       0%
              1                            0%                             1                            0%
              2                            20%                            2                            0%
              3                            50%                            3                            50%
              4                            75%                            4                            75%
              5                           100%                            5                           100%
          6 or more                       100%                            6                           100%
                                                                      7 or more                       100%
[ ]  (c) Special vesting election for Regular Matching  Contributions Account.
     In lieu of the election  under Options (a) or (b), the Employer  elects the
     following   vesting   schedule  for  a   Participant's   Regular   Matching
     Contributions Account: (Choose (1) or (2))

         [ ]        (1)    100% Nonforfeitable at all times.

                                       24.
[    ] (2)  In  accordance  with  the  besting  schedule  described  in the
          addendum of this Adoption Agreement,  numbered 5.03(c).  [Note: If the
          Employer  elects this Option  (c)(2),  the addendum must designate the
          applicable vesting schedule(s) using the same format as used in Option
          (b).]

[Note:  Under  Options (b) and (c)(2),  the Employer  must  complete a Top Heavy
Schedule which satisfied Code ss.416. The Employer,  at its option, may complete
a Non  Top  Heavy  Schedule.  The Non  Top  Heavy  Schedule  must  satisfy  Code
ss.411(a)(2). Also see Section 7.05 of the Plan.]

[x]  (d) The Top Heavy  Schedule  under Option (b) (and,  if  applicable,  under
     Option (c)(2)) applies: (Choose (1) or (2)

         [ ]  (1)    Only in a Plan Year for which the Plan is top heavy.

         [x]  (2) In the Plan Year for  which  the Plan  first is top heavy and
               then in all subsequent  Plan Years.  [Note:  The Employer may not
               elect  Option  (d)  unless  it  has  completed  a Non  Top  Heavy
               Schedule.]

Minimum vesting.  (Choose (e) or (f))

[x]      (e)        The Plan does not apply a minimum vesting rule.

[        ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less
         than the lesser of $__________ or his entire Accrued  Benefit,  even if
         the  application of a graduated  vesting  schedule under Options (b) or
         (c) would result in a smaller Nonforfeitable Accrued Benefit.

Life Insurance  Investments.  The Participant's  Accrued Benefit attributable to
insurance  contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))

[N/A ]   (g)      Subject to the vesting election under Options (a), (b) or (c).

[    ] (h)  100%  Nonforfeitable  at all  times,  irrespective  of  the  vesting
     election under Options (b) or (c)(2).

         5.04       CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT.  The deemed cash-out
rule described in Section 5.04(C) of the Plan:  (Choose (a) or (b))

[ ]      (a)        Does not apply.

[x]      (b) Will apply to  determine  the timing of  forfeitures  for 0% vested
         Participants.  A Participant is not a 0% vested Participant if he has a
         Deferral Contributions Account.

         5.06       YEAR OF SERVICE - VESTING.

                                       25.
Vesting  computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))

[x]      (a)        Plan Years.

[        ] (b) Employment  Years. An Employment year is the 12 consecutive month
         period measured from the Employee's  Employment  Commencement  Date and
         each  successive  12  consecutive   month  period  measured  from  each
         anniversary of that Employment Commencement Date.

Hours of  Service.  The  minimum  number of Hours of  Service an  Employee  must
complete  during a vesting  computation  period to receive  credit for a Year of
Service is: (Choose (c) or (d))

[x]      (c)        1,000 Hours of Service.

[    ] (d) _____ Hours of Service.  [Note: The Hours of Service  requirement may
     not exceed 1,000.]

     5.08  INCLUDED  YEARS OF  SERVICE  -  VESTING.  The  Employer  specifically
excludes  the  following  Years of  Service:  (Choose (a) or at least one of (b)
through (e))

[    ] (a) None other than as specified in Section 5.08(a) of the Plan.

[    ] (b) Any Year of Service before the Participant attained the age of _____.
     Note: The age selected may not exceed age 18.]

[    ] (c) Any Year of Service  during the period the  Employer did not maintain
     this Plan or a predecessor plan.

[x]  (d) Any  Year of  Service  before  a Break  in  service  if the  number  of
     consecutive  Breaks in Service  equals or exceeds  the  greater of 5 or the
     aggregate number of the Years of Service prior to the Break. This exception
     applies only if the Participant is 0% vested in his Accrued Benefit derived
     from  Employer  contributions  at the  time  he  has a  Break  in  Service.
     Furthermore,  the  aggregate  number of Years of Service  before a Break in
     Service do not include  any Years of Service not  required to be taken into
     account under this exception by reason of any prior Break in Service.

[    ] (e) Any Year of Service  earned prior to the  effective  date of ERISA if
     the Plan  would  have  disregarded  that Year of  Service  on account of an
     Employee's  Separation  from Service  under a Plan  provision in effect and
     adopted before January 1, 1974.

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENTS OF BENEFITS

                                      26.
Code ss.411(d)(6)  Protected  Benefits.  The elections under this Article VI may
not eliminate Code ss.411(d)(6)  protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6)  protected benefit, see Section 13.02 of the
Plan.  Furthermore,  if the elections  liberalize  the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adopt date or
the Effective Date of this Adoption Agreement.

         6.01       TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution  date. A distribution date under the Plan means any day of the Plan
Year.  [Note: The Employer must specify the appropriate  date(s).  The specified
distribution dates primarily establish annuity starting dates and the notice and
consent  periods  prescribed  by the  Plan.  The  Plan  allows  the  Trustee  an
administratively  practicable  period  of time to make the  actual  distribution
relating to a particular distribution date.]

Nonforfeitable  Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of  Section   6.01(A)(1),   the   distribution   date  for   distribution  of  a
Nonforfeitable  Accrued Benefit not exceed $3,500 is: (Choose (a), (b), (c), (d)
or (e))

[    ] (a)  ________________________________________________________________  of
     the   ____________________Plan   Year  beginning  after  the  Participant's
     Separation from Service.

[x]  (b) as soon as  administratively  feasible following receipt by the Trustee
     of the last Participant deposit following the Participant's Separation form
     Service.

[    ] (c)  ________________________________________________________________  of
     the Plan Year after the  Participant  incurs  ____  Break(s) in Service (as
     defined in Article V).

[    ] (d)  ______________________________following the Participant's attainment
     of Normal  Retirement Age, but not earlier than  ___________ days following
     his Separation from Service.

[    ] (e) (Specify) ___________________________________________.

Nonforfeitable  Accrued benefit Exceeds $3,500.  See the elections under Section
6.03.

Disability.  The distribution date, subject to Section  6.01(A)(3),  is: (Choose
(f), (g) or (h))

[    ] (f) __________________________________________________________  after the
     Participant terminates employment because of disability.

[x]  (g) The  same  as if the  Participant  had  terminated  employment  without
     disability.

[    ] (h) (Specify) ___________________________________________.

                                       27.
Hardship.  (Choose (i) or (j))

[x]  (i) The Plan does not permit a hardship  distribution  to a Participant who
     has separated from Service.

[    ] (j) The Plan permits a hardship  distribution  to a  Participant  who has
     separated from Service in accordance with the hardship  distribution policy
     stated in: (Choose (1), (2) or (3))

     [    ] (1) Section 6.01(A)(4) of the Plan.

     [    ] (2) Section 14.11 of the Plan.

     [    ] (3) The addendum to this Adoption Agreement, numbered Section 6.01.

Default on a Loan.  If a  Participant  or  Beneficiary  defaults  on a loan made
pursuant to a loan policy adopted by the Advisory  Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

[x]  (k) Treats the default as a distributable  event. The Trustee,  at the time
     of the  default,  will  reduce  the  Participant's  Nonforfeitable  Accrued
     Benefit by the lesser of the amount in default (plus  accrued  interest) or
     the Plan's security interest in that Nonforfeitable Accrued Benefit. To the
     extent the loan is attributable to the Participant's Deferral Contributions
     Account,  Qualified Matching Contributions Account or Qualified Nonelective
     Contributions  Account,  the  Trustee  will not  reduce  the  Participant's
     Nonforfeitable  Accrued  Benefit unless the  Participant has separated from
     Service or unless the Participant has attained age 59 1/2.

[    ] (l)  Does  not  treat  the  default  as a  distributable  event.  When an
     otherwise  distributable  event first  occurs  pursuant to Section  6.01 or
     Section  6.03 of the  Plan,  the  Trustee  will  reduce  the  Participant's
     Nonforfeitable Accrued Benefit by the lesser of the amount in default (plus
     accrued  interest) or the Plan's security  interest in that  Nonforfeitable
     Accrued Benefit.

[    ] (m) (Specify) __________________________________________.

     6.02 METHOD OF PAYMENT OF ACCRUED  BENEFIT.  The  Advisory  Committee  will
apply Section 6.02 of the Plan with the following modifications:  (Choose (a) or
at least one of (b), (c), (d) and (e))

[    ] (a) No modifications.

[    ] (b)  Except  as  required  under  Section  6.01 of the  Plan,  a lump sum
     distribution                is                not                available:
     _________________________________________________________________.

[x]  (c) An installment distribution: (Choose (1) or at least one of (2) or (3))

     [    ] (1) Is not available under the Plan.

                                       28.
[    ] (2) May not exceed the lesser of ________  years or the maximum
               period permitted under Section 6.02.

          [x]  (3) (Specify) is not available for account balances which accrued
               prior to May 15, 1990.

[    ]   (d)   The    Plan    permits    the    following    annuity    options:
     __________________________.

          Any  Participant  who elects a life  annuity  option is subject to the
          requirements  of Sections  6.04(A),  (B), (C) and (D) of the Plan. See
          Section 6.04(E).  [Note: The Employer may specify  additional  annuity
          options in an addendum to this Adoption Agreement, numbered 6.02(d).]

[    ] (e) If the Plan invests in qualifying Employer  securities,  as described
     in Section 10.03(F),  a Participant  eligible to elect  distribution  under
     Section 6.03 may elect to receive that distribution in Employer  securities
     only in  accordance  with the  provisions  of the addendum to this Adoption
     Agreement, numbered 6.02(e).

         6.03       BENEFIT PAYMENT ELECTIONS.

Participant  Elections  After  Separation  from Service.  A  Participant  who is
eligible to make distribution elections under Section 6.03 of the Play may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

[    ]   (a)   As   of   any   distribution   date,   but   not   earlier   than
     __________________________  of the ______________ Plan year beginning after
     the Participant's Separation from Service.

[x]  (b) As of the  following  date(s):  (Choose  at least  one of  Options  (1)
     through (6))

     [    ] (1) Any distribution  date after the close of the Plan Year in which
          the Participant attains Normal Retirement Age.

     [x]  (2) Any  distribution  date following his Separation from Service with
          the Employer.

     [    ]  (3)  Any  distribution  date  in  the  _____________  Plan  Year(s)
          beginning after his Separation from Service.

     [    ] (4) Any  distribution  date in the Plan Year  after the  Participant
          incurs ________ Break(s) in Service (as defined in Article V).

     [    ] (5) Any  distribution  date following  attainment of age _______ and
          completion of at least _______ Years of Service (as defined in Article
          V).

     [    ] (6) (Specify) ___________________________________________.

                                       29.
[    ] (c) (Specify) _________________________________________________.

     The  distribution  events  described in the election(s)  made under Options
(a), (b) or (c) apply  equally to all Accounts  maintained  for the  Participant
unless otherwise specified in Option (c).

Participant  Elections  Prior to  Separation  from  Service -  Regular  Matching
Contributions  Account  and  Employer  Contributions  Account.  Subject  to  the
restrictions  of  Article  VI, the  following  distribution  options  apply to a
Participant's Regular Matching  Contributions Account and Employer contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

[    ] (d) No distribution options prior to Separation from Service.

[x]  (e) Attainment of Specified Age. Until he retires,  the  Participant  has a
     continuing  election to receive  all or any  portion of his  Nonforfeitable
     interest in these Accounts after he attains: (Choose (1) or (2))

     [    ] (1) Normal Retirement Age.

     [x]  (2) 59 1/2 years of age and is at least 100% vested in these Accounts.
          [Note:  If the percentage is less than 100%,  see the special  vesting
          formula in Section 5.03.]

[    ] (f) After a participant has  participated in the Plan for a period of not
     less than _____  years and he is 100%  vested in these  Accounts,  until he
     retires,  the Participant  has a continuing  election to receive all or any
     portion of the  Accounts.  [Note:  The number in the blank space may not be
     less than 5.].

[x]  (g) Hardship. A Participant may elect a hardship  distribution prior to his
     Separation  from  Service  in  accordance  with the  hardship  distribution
     policy:  (Choose (1), (2) or (3);  (4) is available  only as an  additional
     option)

     [    ] (1) Under Section 6.01(A)(4) of the Plan.

     [x]  (2) Under Section 14.11 of the Plan.

     [    ] (3) Provided in the addendum to this  Adoption  Agreement,  numbered
          Section 6.03.

     [    ] (4) In no event may a  participant  receive a hardship  distribution
          before he is at least ______% vested in thee Accounts.  [Note:  If the
          percentage  in the blank is less than 100%,  see the  special  vesting
          formula in Section 5.03.].

[  ]     (h)   (Specify)______________________.

[Note:  The Employer may use an addendum,  numbered 6.03, to provide  additional
language  authorized  Options  (b)  (6),  (c),  (g)(3)  or (h) of this  Adoption
Agreement Section 6.03.]

                                       30.
Participant elections Prior to Separation from Service - Deferral  Contributions
Account,  Qualified  Matching  Contributions  Account and Qualified  Nonelective
Contributions Account.  Subject to the restrictions of Article VI, the following
distribution options apply to a participant's  Deferral  Contributions  Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l)

[    ] (i) No distribution options prior to Separation from Service.

[x]  (j) Until he retires,  the participant has a continuing election to receive
     all or any portion of these Accounts after he attains: (Choose (1) or (2))

     [    ] (1) The later of Normal Retirement Age or age 59 1/2.

     [x]  (2) Age 59 1/2 (at least 59 1/2).

[x]  (k) Hardship.  A Participant,  prior to this Separation  from Service,  may
     elect a hardship  distribution from his Deferral  Contributions  Account in
     accordance with the hardship distribution policy under Section 14.11 of the
     Plan.

[    ] (1) (Specify) . [Note: Option (1) may not permit in service distributions
     prior to age 59 1/2 (other than  hardship)  and may not modify the hardship
     policy described in Section 14.11.)

Sale of trade or business/subsidiary. If the Employer sells substantially all of
the  assets  (within  the  meaning  of Code  ss.409(d)(3)),  a  Participant  who
continues employment with the acquiring corporation is eligible for distribution
from  his  Deferral  Contributions  Account,  Qualified  Matching  Contributions
Account and qualified Nonelective Contributions Account: (Choose (m) or (n))

[    ] (m)  Only ad  described  in this  Adoption  Agreement  Section  6.03  for
     distributions prior to Separation from Service.

[x]  (n)  As if he  has a  Separation  from  Service.  After  March  31,1988,  a
     distribution authorized solely by reason of this Option (n) must constitute
     a lump sum  distribution,  determined  in a  manner  consistent  with  Code
     ss.401(k)(10) and the applicable Treasury regulations.

         6.04     ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04 (Choose (a) or (b))

[x]  (a) Apply only to a  Participant  described  in Section  604(E) of the Plan
     (relating  to the  profit  sharing  exception  to the  joint  and  survivor
     requirements).

[    ] (b) Apply only to all Participants.

                                       31.
ARTICLE IX
       ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

         9.10 VALUE OF PARTICIPANT'S  ACCRUED BENEFIT.  If a distribution (other
than a  distribution  from a  segregated  Account  and other  than a  corrective
distribution  described in Sections  14.07,  14.08,  14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent  valuation date, the distribution
will include interest at: (Choose (a), (b) or (c))

[x]  (a) 0% per annum. [Note: The percentage may equal 0%.]

[    ] (b) The 90 day  Treasury  bill  rate in effect  at the  beginning  of the
     current valuation period.

[    ] (c) (Specify) .

         9.11     ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.
Pursuant to Section 14.12,  to determine the  allocation of net income,  gain or
loss: (complete only those items, if any, which are applicable to the Employer's
Plan).

[x]  (a) For  salary  reduction  contributions,  the  Advisory  Committee  will:
     (Choose (1), (2),(3), (4) or (5)

     [    ] (1) Apply Section 9.11 without modification.

     [    ] (2) Use the segregated account approach described in Section 14.12.

     [    ] (3) Use the weighted  average  method  described  in Section  14.12,
          based on a __________ weighting period.

     [    ] (4) Treat as part of the  relevant  Account at the  beginning of the
          valuation period ____% of the salary reduction contributions:  (Choose
          (i) or (ii))

          [    ] (i) made during that valuation period.

          [    ]    (ii)    made    by    the    following    specified    time:
               _______________________.

[x]  (5) Apply the allocation  method described in the addendum to this Adoption
     Agreement numbered 9.11(a).

[x]  (b) For matching  contributions,  the Advisory Committee will: (Choose (1),
     (2), (3) or (4))

     [    ] (1)  Apply  Section  9.11  without  modification.  [ ] (2)  Use  the
          weighted  average  method  described  in  Section  14.12,  based  on a
          ____________ weighted period.

                                       32.
[    ] (3) Treat as part of the  relevant  Account at the  beginning of the
          valuation period _____% of the matching contributions allocated during
          the valuation period.

     [x]  (4) Apply the  allocation  method  described  in the  addendum to this
          Adoption Agreement numbered 9.11(b).

[    ] (c) For Participant nondeductible  contributions,  the Advisory Committee
     will: (Choose (1), (2), (3), (4) or (5))

     [    ] (1) Apply Section 9.11 without modification.

     [    ] (2) Use the segregated account approach described in Section 14.12.

     [    ] (3) Use the weighted  average  method  described  in Section  14.12,
          based on a
                  _____________ weighting period.

     [    ] (4) Treat as part of the  relevant  Account at the  beginning of the
          valuation   period   ______%   of   the   Participant    nondeductible
          contributions: (Choose (i) or (ii))

          [    ] (i) made during that valuation period.

          [    ] (ii) made by the following specified time: .

     [    ] (r) Apply the  allocation  method  described in the addendum to this
          Adoption Agreement numbered 9.11(c).

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

         10.03 INVESTMENT POWERS.  Pursuant to Section 10.03[F] of the plan, the
aggregated  investments  in  qualifying  Employer  securities  and in qualifying
Employer real property: (Choose (a) or (b))

[    ] (a) May not exceed 10% of Plan assets.

[x]  (b) May not exceed  100% of Plan  assets.  [Note:  the  percentage  may not
     exceed 100%.]

     10.04 VALUATION OF TRUST. In addition to each Accounting  Date, the Trustee
must value the Trust Fund on the  following  valuation  date(s):  (Choose (a) or
(b))

[    ] (a) No other mandatory valuation dates.

     (b)  (Specify)  any day of the Plan Year upon which assets may be purchased
          or sold, commonly referred to as "Daily" accounting.

                                       33.
EFFECTIVE DATE ADDENDUM
                              (Restated Plans Only)

         The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective  date for at least one of the provisions  listed in this addendum.  In
lieu of the restated  Effective  Date in Adoption  Agreement  Section 1.18,  the
following special effective dates apply: (Choose whichever elections apply)

[    ] (a) Compensation definition.  The Compensation definition of Section 1.12
     (other than the $200,000  limitation) is effective for Plan Years beginning
     after  _____________.  [Note: May not be effective later than the first day
     of the first Plan Year beginning after the Employer  executed this Adoption
     Agreement  to  restate  the  Plan  for  the  Tax  Reform  Act of  1986,  if
     applicable.]

[    ] (b)  Eligibility  conditions.  The  eligibility  conditions  specified in
     Adoption  Agreement  Section 2.01 are  effective  for Plan Years  beginning
     after _________________.

[    ] (c)  Suspension of Years of Service.  The  suspension of Years of Service
     rule elected under  Adoption  Agreement  Section 1.03 is effective for Plan
     Years beginning after ----------------.

[    ] (d)  Contribution/allocation  formula.  The contribution  formula elected
     under Adoption  Agreement Section 3.01 and the method of allocation elected
     under Adoption Agreement Section 3.04 is effective for Plan Years beginning
     after _________________.

[    ] (e) Accrual  requirements.  The accrual  requirements of Section 3.06 are
     effective for
         Plan Years beginning after ___________________.

[    ] (f) Employment  condition.  The  employment  condition of Section 3.06 is
     effective for
         Plan Years beginning after ___________________.

[    ] (g)  Elimination of Net Profits.  The requirement for the Employer not to
     have net profits to  contribute  to this Plan is  effective  for Plan Years
     beginning after  ___________________.  [Note: The date specified may not be
     earlier than December 31, 1985].

[    ] (h) Vesting Schedule.  The special  allocation  provisions  elected under
     Adoption  Agreement  Section 9.11 are  effective  for Plan Years  beginning
     after ___________________.

[    ] (i) Allocation of Earnings.  The special  allocation  provisions  elected
     under  Adoption  Agreement  Section  9.11  are  effective  for  Plan  Years
     beginning after _______________.

[    ] (j) (Specify) (1) Valuation of Trust.  The valuation  provision  selected
     under Adoption Agreement Section 10.14 are effective on the date assets are
     transferred  to the AVE$TA system.  (2) Allocation of Earning.  The Special
     allocation  provisions  elected under Adoption  Agreement  Section 9.11 are
     effective  the date  assets  are  transferred  to the  AVE$TA  system.  (3)
     Trustee. The trustee provision selected under Adoption Agreement

                                       34.
Section 1.02 will be effective  on the date assets are  transferred  to
         the   AVE$TA   system.   (4)   Contribution/Allocation   Formula.   The
         contribution  formula  elected under  Adoption  Agreement  3.01 and the
         method of allocation  elected under Adoption  Agreement Section 3.04 is
         effective April 1, 1996.

         For Plan Years prior to the special  Effective  Date,  the terms of the
Plan prior to its  restatement  under this Adoption  Agreement  will control for
purposes of the designated  provisions.  A special Effective Date may not result
in the delay of a Plan provision beyond the permissible Effective Date under any
applicable law requirements.

                                       35.
Execution Page

         The Trustee (and Custodian, if applicable),  by executing this Adoption
Agreement,   accepts  its  position  and  agrees  to  all  of  the  obligations,
responsibilities  and duties imposed upon the Trustee (or  Custodian)  under the
Master Plan and trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement,  the Employer by its duly authorized
officers, has executed this Adoption Agreement,  and the Trustee (and Custodian,
if  applicable)  signified  its  acceptance,  on  this  ________________  day of
___________________, 199_.

Name and EIN of Employer: _________________________________________

Signed: __________________________________________________________________

Name(s) of Trustee: _______________________________________

Signed:  _____________________________________________________________

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

Name of Custodian: ____________________________________________________

Signed:_______________________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.

Use of Adoption  Agreement.  Failure to complete  properly the elections in this
Adoption  Agreement may result in  disqualification  of the Employer's Plan. The
3-digit  number  assigned to this Adoption  Agreement (see page 1) is solely for
the  Master  Plan  Sponsor's  recordkeeping  purposes  and does not  necessarily
correspond to the plan number the Employer designated in the prior paragraph.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting  employers of any amendment of this
Master Plan or of any abandonment or  discontinuance  by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries  regarding the adoption of
the  Master  Plan,  the  Master  Plan  Sponsor's  intended  meaning  of any plan
provisions  or the  effect  of the  opinion  letter  issued to the  Master  Plan
Sponsor,  please  contact the Master Plan Sponsor at the  following  address and
telephone Number: P.O. Box 2558, AVE$TA Division, Houston Texas 77252-8432 (713)
750-7906.

Reliance  on  Opinion  Letter.  The  Employer  may not rely on the  Master  Plan
Sponsor's opinion letter covering this Adoption  Agreement.  For reliance on the
Plan's  qualification,  the Employer must obtain a determination letter from the
applicable IRS Key District office.

                                       36.
N/A

                             PARTICIPATION AGREEMENT
         For Participation by Related Group Members (Plan Section 1.30)

         The undersigned  Employer,  by executing this Participation  Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement,  as if the Participating Employer were a
signatory to that Agreement.  The Participating  Employer accepts, and agrees to
be bound by, all of the  elections  granted  under the  provisions of the Master
Plan as made by ________________________ the Signatory Employer to the Execution
Page of the Adoption Agreement.

     1. The Effective Date of the undersigned  Employer's  participation  in the
     designated Plan is: ________________

     2. The undersigned Employer's adoption of this Plan constitutes:

[    ] (a) The adoption of a new plan by the participating Employer.

[    ] (b) The  adoption of an amendment  and  restatement  of a plan  currently
     maintained  by the Employer,  identified as  _____________________________,
     and having an original effective date of _____________.

     Dated this ____________ day of ________________, 19__.

          Name    of    Participating    Employer:    __________________________
          __________________________________________________________________

          Signed: _____________________________

          Participating Employer's EIN: __________

Acceptance  by the  Signatory  Employer to the  Execution  Page of the  Adoption
Agreement and by the Trustee.

                                  Name of Signatory Employer: _________________

Accepted:  _________________
                  [Date]          Signed ______________________________________

                                  Name(s) of Trustee: _________________________

Accepted:  _________________
                  [Date]          Signed ______________________________________

          [Note:   Each   Participating   Employer   must   execute  a  separate
          Participation  Agreement.  See  The  Execution  Page  of the  Adoption
          Agreement for important Master Plan information.]

                                       37.
Addendum 5.03(A)
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan

In lieu of the special vesting formula used in Section 503(A),  to determine the
Participant's    Nonforfeitable    Accrued   Benefit   derived   from   Employer
contributions, the Advisory Committee will use the following formula: P(AB+D)-D.

To apply this formula,  "P" is the Participant's  current vesting  percentage at
the relevant time, "AB" is the Participant's Employer-derived Accrued Benefit at
the relevant time and "D" is the amount of the earlier distribution.

                                       38.
Addendum 9.11
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan

Section 9.11(a)(5) and (b)(4) apply with the following modifications:

Participants  shall not be entitled  to share in any  earnings  allocated  after
payment  of the  entire  vested  balance  except to the  extent  the funds  were
advanced from the participant's account at the time of payment.

Contributions received in an account subsequent to the distribution of the total
vested  balance  shall be  entitled  to  earnings  until the  vested  balance is
distributed.

                                       39.
Addendum 10.03 [B] To
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan

Funds  held in the  AVESTA  Trust  may be made  available  to  Participants  for
Direction of Investments. Initially the funds available for investment will be:

         AVESTA Money Market Fund
         Dreyfus 100% U S Treasury Intermediate Term Fund, L.P.
         Federated Stock and Bond
         Federated Max-Cap Fund Institutional Class
         Franklin Small Cap Growth Fund
         Mylan Laboratories Common Stock

The Plan  Administrator may designate  additional funds,  including AVESTA Trust
Funds, or discontinue  any such funds by delivery of written  instruction to the
Trustee.

Any  account  balances  held by the Trust  which have not been  directed  by the
Participant will be invested in the AVESTA Money Market Fund.

                                       40.
Addendum 6.01(e4) To
                             Adoption Agreement #011
               Nonstandardized Code ss.401(k) Profit Sharing Plan

The following additional  provisions  concerning  qualifying employer securities
are   included  as  part  of  the   Adoption   Agreement   completed  by  Bertek
Pharmaceuticals  Inc.  ("Employer"),  in accordance  with Section 6.02(e) of the
Adoption Agreement:

(1)      Establishment of Mylan Laboratories Corporation Common Stock Fund.  The
         investment  options in Section 10.03[F] of the Plan include the ability
         to invest in "qualifying  employer  securities",  as defined in Section
         407(d)(5) ERISA, which specifically  includes share ("Share") of common
         stock of Mylan  Laboratories Inc., a Pennsylvania  corporation  ("Mylan
         Laboratories Common Stock").  Texas Commerce Bank National  Association
         ("Trustee") is expressly authorized to invest so much of the Trust Fund
         (up to 50%  thereof  as  provided  in  Section  10.03  of the  Adoption
         Agreement) in Mylan Laboratories Common Stock as is necessary to invest
         Participant  Account balances in Mylan Laboratories  Common Stock as is
         necessary to invest Participant  Account balances in Mylan Laboratories
         Common Stock in  accordance  with the  directions  of the  Participants
         under Section 10.03[B] of the Plan.

(2)      Dividends and Income. All cash dividends, stock dividends, stock splits
         received by the Trustee with respect to Mylan Laboratories Common Stock
         previously  credited to a  Participant's  Account  shall be credited to
         that Account upon receipt by the Trustee.  All cash  dividends  will be
         used to purchase shared of Mylan Laboratories Common Stock.

(3)      Purchases  and Sales of Common  Stock.  Except as  provided  below with
         respect to matching  purchases  and sales,  all  purchases and sales of
         Mylan  Laboratories  Common Stock shall be on the open  market,  unless
         other  arrangements are mutually agreed upon in writing by the Employer
         and the Trustee.  Such purchases and sales of Mylan Laboratories Common
         Stock shall be made in accordance with the following rules:

          (a)  In making  purchases  of Mylan  Laboratories  Common Stock on the
               open market,  the Trustee shall execute the purchases or sales of
               Shares as soon as  reasonably  possible  following the receipt of
               instructions from the Participant,  and shall do so, in so far as
               reasonably  possible,  in the same  manner for all  participant's
               similarly  situated.  The Trustee  shall  determine,  in its sole
               discretion  (but in so far as reasonably  possible,  treating all
               participants  similarly  situated in the same manner) the average
               price  assigned  to shared  of Mylan  Laboratories  Common  Stock
               purchased  in the  "pricing  period"  during  which  such sale or
               purchase occurs.

         (b)      The Trustee may, in its  discretion,  make separate  trades or
                  may  match  the  pending  purchase  and sale  orders  and only
                  execute the "net"  purchase  or sale.  The Price of such "net"
                  transaction  (or the average price assigned as provided in (a)
                  if  applicable)  shall  be  deemed  to be the  price  paid  or
                  obtained for the Shares which are netted. The

                                       41.
Trustee shall take any action that is deems to be necessary or
                  appropriate  to ensure to the  extent,  if any,  necessary  to
                  comply with  applicable  law that there is payment of no more,
                  or receipt of no less, than "adequate  consideration" (as that
                  term is defined in Section 3(19) of ERISA and  regulations  or
                  other   guidance   issued   thereunder   by  the   appropriate
                  governmental  authority)  on the date of the  transaction  (as
                  determined by the Trustee) in the case of the purchase or sale
                  of Mylan Laboratories Common Stock.

         (c)      Any  brokerage  commissions,  transfer  fees and other similar
                  expenses  actually incurred in any such sale or purchase shall
                  be equitably  allocated  among the Shares  purchased  and sold
                  (including,  without  limitation,  Shares  which  are  netted)
                  during such pricing period.

         (d)      Purchases  shall  be  made  only  in  full  Shares.  Any  cash
                  allocated to a Participant's  Mylan Laboratories  Common Stock
                  Account which is not so invested  shall be invested in a money
                  market fund within a reasonable time of its receipt.

         (e)      It shall be the  responsibility of the Employer to insure that
                  the Plan is  registered  under the Federal  Securities  Act of
                  1933,  and no  purchase  of Shares will be made if the Trustee
                  knows such registration is not in effect.

4.   Voting and Tender of Shares.  The right to vote  ("Voting  Rights") and the
     right to tender  ("Tender  Rights")  Shares  allocated  to a  participant's
     Account(s)  shall be passed  through to such  Participant.  The Company may
     appoint an agent, (hereinafter "Designated Agent") who shall be responsible
     for soliciting and  tabulating  proxies and tenders from Plan  Participants
     or, in the absence of any such appointment,  the Trustee shall perform such
     functions (future  references  shall, for convenience,  assume a Designated
     Agent has been  appointed).  The Trustee  shall  provide  Participant  data
     required for such  solicitation via magnetic media to the Designated Agent,
     to the extent the  Participant  account  records  contain  the  information
     required.  Such information  includes,  but is not limited to:  Participant
     name,  Participant  social security  number,  number of Mylan  Laboratories
     Common  Stock  shares  held on the record  date,  and  Participant  mailing
     address.  The Employer will provide the same  information  and materials to
     the Designated  Agent (and to the Trustee for its records) for distribution
     to Plan Participants as is provided to other holders of Mylan  Laboratories
     Common Stock,  and the  Designated  Agent shall certify to the Trustee that
     all such materials have been mailed or otherwise sent to all  Participants.
     The  results of the  participant's  exercise  of his  Voting  Rights or his
     Tender  Rights will be provided by the  Designated  Agent to the Trustee in
     time for the  Trustee  to vote or tender (as the case may be) the shares in
     accordance with Participants' instructions.

     In the absence of the  exercise of his Voting  Rights or his Tender  Rights
     shares held in a  Participant's  Account(s)  shall not be voted or tendered
     (as the case may be) by the Trustee.

                                       42.
Shares held in the Trust other than in  Participant's  Account(s) shall
         not be voted or tender by the Trustee  except at the  specific  written
         direction of the Employer.

         Participant  voting  instructions  may be transmitted in any reasonable
         form agreed upon by the Trustee and the Designated Agent.

(5)      The Trustee  and the  Designated  Agent  shall act with  respect to all
         matters  relating to the exercise of Voting Rights and Tender Rights in
         such a way as to  reasonably  insure that there is no disclosure to the
         Employer or a related party of a Participant's vote or of acceptance of
         a tender offer. Notwithstanding the foregoing, unless otherwise advised
         in  writing  by the  representative  of the  Employer  responsible  for
         working   with  the   Trustee   and   Designated   Agent  to   maintain
         confidentiality,   and  the  Trustee  may  furnish  the  Employer  with
         information relation to the overall purchase,  sale, voting,  tender or
         similar  matter  relating  to all of the Shares  held by the Trustee so
         long as such  information  does not identify,  and cannot be reasonably
         anticipated as identifying the actions of any specific Participant with
         respect to such Shares.

         Without limiting the generality of the foregoing,  the Designated Agent
         shall establish procedures for the exercise of Tender Rights which will
         insure that a  Participant  who has  directed any  Designated  Agent to
         tender or  withhold  from  tender any or all of the shares  may, at any
         time  prior to the  tender  offer  withdrawal  deadline,  instruct  the
         Designated Agent to withdraw or tender,  and the Designated Agent shall
         withdraw  or tender  such shares  prior to the tender  offer  tender or
         withdrawal  deadline.  A  Participant  shall not be  limited  as to the
         number of  instructions  to tender or withdraw that the Participant may
         give to the Designated Agent.

(6)      Distribution  of  Accrued  Benefits.  The  portion  of a  Participant's
         Accrued  Benefit  payable  under  Article  VI  (other  than a  Hardship
         Withdrawal,  which  shall  always  be  distributed  in  cash)  shall be
         distributed  entirely  in cash or  entirely  by  delivery  of shares as
         directed by the  Participant.  In the event the  Participant  directs a
         distribution  in cash,  the Trustee shall sell the Shares  allocated to
         his  Account as near as  reasonably  possible  (as  determined  under a
         uniform procedure designed to treat Participants  similarly situated in
         a similar manner) to the date of distribution.

(7)      Account  Realignment.  Participants may realign account  investments at
         any time, including,  without limitation, the Mylan Laboratories Common
         Stock Account.

         Partial Account Liquidation.  All in-service account liquidations,  for
         such events as withdrawals,  fee payments,  or participant loans, shall
         be pro rata,  across  all funds in the  source  of  sources  liquidated
         including, without limitation, the Mylan Laboratories Common Stock.

                                       43.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION

                        DEFINED CONTRIBUTION MASTER PLAN

                                       AND

                                 TRUST AGREEMENT
Defined Contribution Master Plan

                                TABLE OF CONTENTS

ALPHABETICAL LISTING OF DEFINITIONS.......................iv

ARTICLE I, DEFINITIONS
      1.01  Employer ...................................1.01
      1.02  Trustee ....................................1.01
      1.03  Plan .......................................1.01
      1.04  Adoption Agreement .........................1.01
      1.05  Plan Administrator .........................1.01
      1.06  Advisory Committee .........................1.02
      1.07  Employee ...................................1.02
      1.08  Self-Employed Individual/
            Owner-Employee .............................1.02
      1.09  Highly Compensated Employee ................1.02
      1.10  Participant ................................1.03
      1.11  Beneficiary ................................1.03
      1.12  Compensation ...............................1.03
      1.13  Earned Income ..............................1.05
      1.14  Account ....................................1.05
      1.15  Accrued Benefit ............................1.05
      1.16  Nonforfeitable .............................1.05
      1.17  Plan Year/Limitation Year ..................1.05
      1.18  Effective Date .............................1.05
      1.19  Plan Entry Date ............................1.05
      1.20  Accounting Date ............................1.06
      1.21  Trust ......................................1.06
      1.22  Trust Fund .................................1.06
      1.23  Nontransferable Annuity ....................1.06
      1.24  ERISA ......................................1.06
      1.25  Code .......................................1.06
      1.26  Service ....................................1.06
      1.27  Hour of Service ............................1.06
      1.28  Disability .................................1.07
      1.29  Service for Predecessor Employer ...........1.07
      1.30  Related Employers ..........................1.08
      1.31  Leased Employees ...........................1.08
      1.32  Special Rules for Owner-Employees ..........1.09
      1.33  Determination of Top Heavy Status ..........1.09
      1.34  Paired Plans ...............................1.11
      1.35  Retirement Investment Trust ................1.11
ARTICLE II, EMPLOYEE PARTICIPANTS
      2.01  Eligibility ................................2.01
      2.02  Year of Service - Participation ............2.01
      2.03  Break in Service - Participation ...........2.01
      2.04  Participation upon Re-employment ...........2.01
      2.05  Change in Employee Status ..................2.02
      2.06  Election Not to Participate ................2.02
ARTICLE III, EMPLOYER CONTRIBUTIONS AND
FORFEITURES
      3.01  Amount .....................................3.01
      3.02  Determination of Contribution ..............3.01
      3.03  Time of Payment of Contribution ............3.01
      3.04  Contribution Allocation ....................3.01
      3.05  Forfeiture Allocation ......................3.03
      3.06  Accrual of Benefit .........................3.03
      3.07 - 3.16 Limitations on Allocations ...........3.05
      3.17  Special Allocation Limitation ..............3.07
      3.18  Defined Benefit Plan Limitation ............3.07
      3.19  Definitions - Article III ..................3.07
ARTICLE IV, PARTICIPANT CONTRIBUTIONS
      4.01  Participant Nondeductible
            Contributions ..............................4.01
      4.02  Participant Deductible Contributions .......4.01
      4.03  Participant Rollover Contributions .........4.01
      4.04  Participant Contribution -
            Forfeitability .............................4.02
      4.05  Participant Contribution -
            Withdrawal/Distribution ....................4.02
      4.06  Participant Contribution -
            Accrued Benefit ............................4.02
ARTICLE V, TERMINATION OF SERVICE -
PARTICIPANT VESTING
      5.01  Normal Retirement Age ......................5.01
      5.02  Participant Disability or Death ............5.01
      5.03  Vesting Schedule ...........................5.01
      5.04  Cash-out Distributions to Partially -
            Vested Participants/Restoration of
            Forfeited Accrued Benefit ..................5.01
      5.05  Segregated Account for Repaid
            Amount .....................................5.03
      5.06  Year of Service - Vesting ..................5.03
      5.07  Break in Service - Vesting .................5.03
      5.08  Included Years of Service - Vesting ........5.03
      5.09  Forfeiture Occurs ..........................5.03
ARTICLE VI, TIME AND METHOD OF PAYMENT
OF BENEFITS
      6.01  Time of Payment of Accrued Benefit .........6.01
      6.02  Method of Payment of Accrued Benefit .......6.02
      6.03  Benefit Payment Elections ..................6.04
      6.04  Annuity Distributions to Participants
            and Surviving Spouses ......................6.06
      6.05  Waiver Election - Qualified Joint
            and Survivor Annuity .......................6.07
      6.06  Waiver Election - Preretirement
            Survivor Annuity ...........................6.08
      6.07  Distributions Under Domestic
            Relations Orders ...........................6.08
ARTICLE VII, EMPLOYER ADMINISTRATIVE
PROVISIONS
      7.01  Information to Committee ...................7.01
      7.02  No Liability ...............................7.01
      7.03  Indemnity of Certain Fiduciaries ...........7.01
      7.04  Employer Direction of Investment ...........7.02
      7.05  Amendment to Vesting Schedule ..............7.02
ARTICLE VIII, PARTICIPANT ADMINISTRATIVE
PROVISIONS
      8.02  Beneficiary Designation.....................8.01
      8.02  No Beneficiary Designation/Death
            of Beneficiary..............................8.01
Defined Contribution Master Plan

                                TABLE OF CONTENTS

      8.03  Personal Data to Committee...........................8.02
      8.04  Address for Notification.............................8.02
      8.05  Assignment or Alienation.............................8.02
      8.06  Notice of Change in Terms............................8.02
      8.07  Litigation Against the Trust.........................8.02
      8.08  Information Available................................8.02
      8.09  Appeal Procedure for Denial
            of Benefits..........................................8.02
      8.10  Participant Direction of Investment..................8.03
ARTICLE IX, ADVISORY COMMITTEE - DUTIES
WITH RESPECT TO PARTICIPANTS' ACCOUNTS
      9.01  Members' Compensation, Expenses......................9.01
      9.02  Term.................................................9.01
      9.03  Powers...............................................9.01
      9.04  General..............................................9.01
      9.05  Funding Policy.......................................9.02
      9.06  Manner of Action.....................................9.02
      9.07  Authorized Representative............................9.02
      9.08  Interested Member....................................9.02
      9.09  Individual Accounts..................................9.02
      9.10  Value of Participant's Accrued Benefit...............9.02
      9.11  Allocation and Distribution of Net
            Income Gain or Loss..................................9.03
      9.12  Individual Statement.................................9.03
      9.13  Account Charged......................................9.03
      9.14  Unclaimed Account Procedure..........................9.04
ARTICLE X, TRUSTEE AND CUSTODIAN, POWERS
AND DUTIES
      10.01 Acceptance..........................................10.01
      10.02 Receipt of Contributions............................10.01
      10.03 Investment Powers...................................10.01
      10.04 Records and Statements..............................10.06
      10.05 Fees and Expenses from Fund.........................10.06
      10.06 Parties to Litigation...............................10.07
      10.07 Professional Agents.................................10.07
      10.08 Distribution of Cash or Property....................10.07
      10.09 Distribution Directions.............................10.07
      10.10 Third Party/Multiple Trustees.......................10.07
      10.11 Resignation.........................................10.07
      10.12 Removal.............................................10.08
      10.13 Interim Duties and Successor Trustee................10.08
      10.14 Valuation of Trust..................................10.08
      10.15 Limitation on Liability - If Investment
            Manager, Ancillary Trustee or
            Independent Fiduciary Appointed.....................10.08
      10.16 Investment in Group Trust Fund......................10.08
      10.17 Appointment of Ancillary Trustee
            or Independent Fiduciary............................10.09
      10.18 Evidence of Action by Advisory
            Committee...........................................10.09
      10.19 Allocation of Responsibilities
            Among Fiduciaries...................................10.10
      10.20 Special Provisions Regarding
            Retirement Investment Trusts........................10.10
ARTICLE XI, PROVISIONS RELATING TO
INSURANCE AND INSURANCE COMPANY
      11.01 Insurance Benefits..................................11.01
      11.02 Limitation on Life Insurance
            Protection..........................................11.01
      11.03 Definitions.........................................11.02
      11.04 Dividend Plan.......................................11.02
      11.05 Insurance Company Not a Party
            to Agreement........................................11.02
      11.06 Insurance Company Not
            Responsible for Trustee's Actions...................11.03
      11.07 Insurance Company Reliance
            on Trustee's Signature..............................11.03
      11.08 Acquittance.........................................11.03
      11.09 Duties of Insurance Company.........................11.03
ARTICLE XII, MISCELLANEOUS
      12.01 Evidence............................................12.01
      12.02 No Responsibility for Employer
            Action..............................................12.01
      12.03 Fiduciaries Not Insurers............................12.01
      12.04 Waiver of Notice....................................12.01
      12.05 Successors..........................................12.01
      12.06 Word Usage..........................................12.01
      12.07 State Law...........................................12.01
      12.08 Employer's Right to Participate.....................12.01
      12.09 Employment Not Guaranteed...........................12.02
ARTICLE XIII, EXCLUSIVE BENEFIT,
AMENDMENT, TERMINATION
      13.01 Exclusive Benefit...................................13.01
      13.02 Amendment by Employer...............................13.01
      13.03 Amendment by Master Plan Sponsor....................13.02
      13.04 Discontinuance......................................13.02
      13.05 Full Vesting on Termination.........................13.02
      13.06 Merger/Direct Transfer..............................13.02
      13.07 Termination.........................................13.03
ARTICLE XIV, CODE ss.401(k) AND CODE ss.401(m)
ARRANGEMENTS
      14.01 Application.........................................14.01
      14.02 Code ss.401(k) Arrangement............................14.01
      14.03 Definitions.........................................14.01
      14.04 Matching Contributions/
            Employee Contributions..............................14.03
      14.05 Time of Payment of Contributions....................14.04
      14.06 Special Allocation Provisions -
            Deferral Contributions, Matching
            Contributions and Qualified
            Nonelective Contributions...........................14.04
      14.07 Annual Elective Deferral
            Limitation..........................................14.05
      14.08 Actual Deferral Percentage
            ("ADP") Test........................................14.06
      14.09 Nondiscrimination Rules for
            Employer Matching Contributions/
            Participant Nondeductible

                                       2.
Defined Contribution Master Plan

                       ALPHABETICAL LISTING OF DEFINITIONS

                                                 Section Reference
         Plan Definition                             (Page Number)

            Contributions.........................................14.08
      14.10 Multiple Use Limitation...............................14.10
      14.11 Distribution Restrictions.............................14.10
      14.12 Special Allocation Rules..............................14.12
100% Limitation..........................................3.19(l) (3.07)
Account.....................................................1.14 (1.05)
Accounting Date.............................................1.20 (1.06)
Accrued Benefit.............................................1.15 (1.05)
Actual Deferral Percentage ("ADP") Test...................14.08 (14.06)
Adoption Agreement..........................................1.04 (1.01)
Advisory Committee..........................................1.06 (1.02)
Annual Addition..........................................3.19(a) (3.07)
Average Contribution Percentage Test......................14.09 (14.08)
Beneficiary.................................................1.11 (1.03)
Break in Service for Eligibility Purposes...................2.03 (2.01)
Break in Service for Vesting Purposes.......................5.07 (5.03)
Cash-out Distribution.......................................5.04 (5.01)
Code........................................................1.25 (1.06)
Code ss.411(d)(6) Protected Benefits........................13.02 (13.01)
Compensation................................................1.12 (1.03)
Compensation for Code ss.401(k)
      Purposes.........................................14.03(f) (14.02)
Compensation for Code ss.415 Purposes......................3.19(b) (3.08)
Compensation for Top Heavy Purposes...................1.33(B)(3) (1.10)
Contract(s)............................................11.03(c) (11.02)
Custodian Designation..................................10.03[B] (10.03)
Deemed Cash-out Rule.....................................5.04(C) (5.02)
Deferral Contributions.................................14.03(g) (14.02)
Deferral Contributions Account.........................14.06(A) (14.04)
Defined Benefit Plan.....................................3.19(i) (3.09)
Defined Benefit Plan Fraction............................3.19(j) (3.09)
Defined Contribution Plan................................3.19(h) (3.08)
Defined Contribution Plan Fraction.......................3.19(k) (3.09)
Determination Date....................................1.33(B)(7) (1.11)
Disability..................................................1.28 (1.07)
Distribution Date...........................................6.01 (6.01)
Distribution Restrictions..............................14.03(m) (14.03)
Earned Income...............................................1.13 (1.05)
Effective Date..............................................1.18 (1.05)
Elective Deferrals.....................................14.03(h) (14.02)
Elective Transfer......................................13.06(A) (13.02)
Eligible Employee......................................14.03(n) (14.03)
Employee....................................................1.07 (1.02)
Employee Contributions.................................14.03(n) (14.03)
Employer....................................................1.01 (1.01)
Employer Contribution Account.............................14.06 (14.04)
Employer for Code ss.415 Purposes..........................3.19(c) (3.08)
Employer for Top Heavy Purposes.......................1.33(B)(6) (1.11)
Employment Commencement Date................................2.02 (2.01)
ERISA.......................................................1.24 (1.06)
Excess Aggregate Contributions.........................14.09(D) (14.09)
Excess Amount............................................3.19(d) (3.08)
Excess Contributions......................................14.08 (14.07)
Exempt Participant..........................................8.01 (8.01)

                                       3.
Defined Contribution Master Plan

                       ALPHABETICAL LISTING OF DEFINITIONS

                                                             Section Reference
         Plan Definition                                         (Page Number)

                                                             Section Reference
         Plan Definition                                         (Page Number)

Forfeiture Break in Service........................................5.08 (5.03)
Group Trust Fund.................................................10.16 (10.08)
Hardship.....................................................6.01(A)(4) (6.01)
Hardship for Code ss.401(k) Purposes.............................1411(A) (14.10)
Highly Compensated Employee........................................1.09 (1.02)
Highly Compensated Group......................................14.03(d) (14.02)
Hour of Service....................................................1.27 (1.06)
Incidental Insurance Benefits.................................11.01(A) (11.01)
Indemnity..........................................................7.03 (7.01)
Insurable Participant.........................................11.03(d) (11.02)
Investment Manager..............................................9.04(i) (9.01)
Issuing Insurance Company.....................................11.03(b) (11.02)
Joint and Survivor Annuity......................................6.04(A) (6.06)
Key Employee.................................................1.33(B)(1) (1.10)
Leased Employees...................................................1.31 (1.08)
Limitation Year...............................1.17 and 3.19(e) (1.05 and 3.08)
Loan Policy.....................................................9.04(A) (9.02)
Mandatory Contributions.......................................14.03(A) (14.03)
Mandatory Contributions Account...............................14.04(A) (14.03)
Master or Prototype Plan........................................3.19(f) (3.08)
Matching Contributions........................................14.03(i) (14.02)
Maximum Permissible Amount......................................3.19(g) (3.08)
Minimum Distribution Incidental Benefit.........................6.02(A) (6.03)
Multiple Use Limitation..........................................14.10 (14.10)
Named Fiduciary...............................................10.03[D] (10.05)
Nonelective Contributions.....................................14.03(j) (14.02)
Nonforfeitable.....................................................1.16 (1.05)
Nonhighly Compensated Employee................................14.03(b) (14.02)
Nonhighly Compensated Group...................................14.03(e) (14.02)
Non-Key Employee.............................................1.33(B)(2) (1.10)
Nontransferable Annuity............................................1.23 (1.06)
Normal Retirement Age..............................................5.01 (5.01)
Owner-Employee.....................................................1.08 (1.02)
Paired Plans.......................................................1.34 (1.11)

Participant........................................................1.10 (1.03)
Participant Deductible Contributions...............................4.02 (4.01)
Participant Forfeiture.............................................3.05 (3.03)
Participant Loans.............................................10.03[E] (10.06)
Participant Nondeductible Contributions............................4.01 (4.01)
Permissive Aggregation Group.................................1.33(B)(5) (1.11)
Plan...............................................................1.03 (1.01)
Plan Administrator.................................................1.05 (1.01)
Plan Entry Date....................................................1.19 (1.05)
Plan Year..........................................................1.17 (1.05)
Policy........................................................11.03(a) (11.02)
Predecessor Employer...............................................1.29 (1.07)
Preretirement Survivor Annuity..................................6.04(B) (6.06)
Qualified Domestic Relations Order.................................6.07 (6.08)
Qualified Matching Contributions..............................14.03(k) (14.03)
Qualified Nonelective Contributions...........................14.03(l) (14.03)
Qualifying Employer Real Property.............................10.03[F] (10.06)
Qualifying Employer Securities................................10.03[F] (10.06)
Related Employers..................................................1.30 (1.08)
Required Aggregation Group...................................1.33(B)(4) (1.11)
Required Beginning Date.........................................6.01(B) (6.02)
Retirement Investment Trust........................................1.35 (1.11)
Rollover Contributions.............................................4.03 (4.01)
Self-Employed Individual...........................................1.08 (1.02)
Service............................................................1.26 (1.06)
Term Life Insurance Contract.....................................11.03 (11.02)
Top Heavy Minimum Allocation....................................3.04(B) (3.01)
Top Heavy Ratio....................................................1.33 (1.09)
Trust..............................................................1.21 (1.06)
Trustee............................................................1.02 (1.01)
Trustee Designation...........................................10.03[A] (10.01)
Trust Fund.........................................................1.22 (1.06)
Weighted Average Allocation Method...............................14.12 (14.12)
Year of Service for Eligibility Purposes...........................2.02 (2.01)
Year of Service for Vesting Purposes...............................5.06 (5.03)
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
              DEFINED CONTRIBUTION MASTER PLAN AND TRUST AGREEMENT
                             BASIC PLAN DOCUMENT #03

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

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

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

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

         1.06 "Advisory  Committee"  means the Employees  Advisory  Committee as
from time to time constituted.

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

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

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

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

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

                                       2.
(c) has  Compensation in excess of $50,000 (as adjusted by the
         Commissioner of Internal  Revenue for the relevant year) and is part of
         the  top-paid  20% group of employees  (based on  Compensation  for the
         relevant year); or

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

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

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

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

                                       3.
Section 1.09 or received  Compensation in excess of $50,000 during: (1) the year
of his Separation from Service (or the prior year); or (2) any year ending after
his 54th birthday.

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

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

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

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

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

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

                  (d) Other amounts which receive special tax benefits,  such as
         premiums for group term life insurance (but only to the extent that the
         premiums are not includible in

                                       4.
the gross income of the Employee), or contributions made by an Employer
         (whether  or not  under  a  salary  reduction  agreement)  towards  the
         purchase of an annuity contract described in Code ss.403(b) (whether or
         not the  contributions  are  excludible  from the  gross  income of the
         Employee),  other  than  "elective  contributions,"  if  elected in the
         Employer's Adoption Agreement.

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

(A)      Limitations on Compensation.

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

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

                                       5.
level. If the Employer's Plan is a  Nonstandardized  Plan, the Employer
         may  elect  to use a  different  method  in  determining  the  Adjusted
         Compensation of the affected  Participants by specifying that method in
         an addendum to the Adoption Agreement, numbered Section 1.12.

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

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

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

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

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

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

                                       6.
1.18  "Effective  Date"  of this  Plan  is the  date  specified  in the
Employer's Adoption Agreement.

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

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

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

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

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

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

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

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

         1.27     "Hour of Service" means:

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

                  (b)  Each  Hour of  Service  for  back  pay,  irrespective  of
         mitigation  of damages,  to which the  Employer has agreed or for which
         the  Employee has received an award.  The  Advisory  Committee  credits
         Hours of Service under this paragraph (b) to the Employee

                                       7.
for the  computation  period(s)  to which  the  award or the  agreement
         pertains  rather  than for the  computation  period in which the award,
         agreement or payment is made; and

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

         The Advisory  Committee  will not credit an Hour of Service  under more
than one of the above  paragraphs.  A  computation  period for  purposes of this
Section 127 is the Plan Year, Year of Service period, Break in Service period or
other  period,  as  determined  under the Plan  provision for which the Advisory
Committee is measuring an  Employees  Hours of Service.  The Advisory  Committee
will resolve any  ambiguity  with respect to the crediting of an Hour of Service
in favor of the Employee.

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

(B)  Maternity/paternity  leave.  Solely for purposes of determining whether the
Employee  incurs a Break in  Service  under  any  provision  of this  Plan,  the
Advisory  Committee  must credit Hours of Service  during an  Employee's  unpaid
absence  Period due to  maternity  or paternity  leave.  The Advisory  Committee
considers an Employee on maternity or paternity leave if the Employee's  absence
is due to the  Employee's  pregnancy,  the birth of the  Employee's  child,  the
placement with the Employee of an adopted  child,  or the care of the Employee's
child  immediately  following  the  child's  birth or  placement.  The  Advisory
Committee  credits  Hours of Service  under this  paragraph  on the basis of the
number of Hours of Service the Employee would receive if he were paid during the
absence period or, if the Advisory Committee cannot determine the number of

                                       8.
Hours of Service the  Employee  would  receive,  on the basis of 8 hours per day
during the absence  period.  The Advisory  Committee will credit only the number
(not exceeding 501) of Hours of Service necessary to prevent an Employee's Break
in Service.  The Advisory  Committee  credits all Hours of Service  described in
this paragraph to the computation  period in which the absence period begins or,
if the  Employee  does not need  these  Hours of  Service  to prevent a Break in
Service  in the  computation  period in which his  absence  period  begins,  the
Advisory  Committee credits these Hours of Service to the immediately  following
computation period.

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

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

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

                                       9.
all purposes of the Plan,  and "Plan  Administrator"  means the Employer that is
the signatory to the Execution Page of the Adoption Agreement.

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

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

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

(B) Other requirements. The Advisory Committee must apply this Section 1.31 in a
manner consistent with Code  ss.ss.1414(n) and 414(o) and the regulations issued
under those Code sections.  The Employer must specify in the Adoption  Agreement
the  manner  in  which  the Plan  will  determine  the  allocation  of  Employer
contributions  and  Participant  forfeitures  on behalf of a Participant  if the
Participant  is a Leased  Employee  covered by a plan  maintained by the leasing
organization.

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

                                       10.
(a) If the Plan  provides  contributions  or  benefits  for an
         Owner-Employee or for a group of Owner-Employees who controls the trade
         or  business  with  respect to which this Plan is  established  and the
         Owner-Employee or Owner-Employees  also control as Owner-Employees  one
         or more other trades or businesses,  plans must exist or be established
         with respect to all the  controlled  trades or  businesses so that when
         the plans are  combined  they form a single  plan which  satisfies  the
         requirements  of Code  ss.401(a) and Code ss.401(d) with respect to the
         employees of the controlled trades or businesses.

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

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

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

                                       11.
If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is terminated,
this Plan is top heavy only if it is part of the Required Aggregation Group, and
the top heavy ratio for the Required  Aggregation  Group and for the  Permissive
Aggregation  Group,  if any,  each  exceeds 60%.  The  Advisory  Committee  will
calculate  the top  heavy  ratio in the same  manner  as  required  by the first
paragraph  of this  Section  1.33,  taking  into  account  all plans  within the
Aggregation  Group. To the extent the Advisory  Committee must take into account
distributions   to  a   Participant,   the  Advisory   Committee   must  include
distributions  from a terminated plan which would have been part of the Required
Aggregation  Group  if it were  in  existence  on the  Determination  Date.  The
Advisory  Committee will  calculate the present value of accrued  benefits under
defined benefit plans or simplified  employee  pension plans included within the
group  in  accordance  with  the  terms  of those  plans,  Code  ss.416  and the
regulations under that Code section.  If a Participant in a defined benefit plan
is a Non-Key Employee, the Advisory Committee will determine his accrued benefit
under the accrual method,  if any, which is applicable  uniformly to all defined
benefit plans  maintained by the Employer or, if there is no uniform method,  in
accordance  with the slowest  accrual rate permitted  under the fractional  rule
accrual method described in Code  ss.411(b)(1)(C).  If the Employer  maintains a
defined  benefit plan, the Employer must specify in Adoption  Agreement  Section
3.18 the  actuarial  assumptions  (interest  and  mortality  only) the  Advisory
Committee  will use to calculate  the present  value of benefits  from a defined
benefit plan. If an aggregated  plan does not have a valuation  date  coinciding
with the  Determination  Date,  the  Advisory  Committee  must value the Accrued
Benefits in the  aggregated  plan as of the most recent  valuation  date falling
within the twelve-month  period ending on the Determination Date, except as Code
ss.416 and applicable Treasury regulations require for the first and second plan
year of a defined  benefit plan.  The Advisory  Committee will calculate the top
heavy ratio with reference to the Determination  Dates that fall within the same
calendar year.

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

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

         (1) "Key Employee" means, as of any Determination Date, any Employee or
         former  Employee (or  Beneficiary  of such  Employee) who, for any Plan
         Year in the Determination Period: (i) has Compensation in excess of 50%
         of the dollar amount  prescribed in Code  ss.415(b)(1)(A)  (relating to
         defined benefit plans) and is an officer of the Employer; (ii) has

                                       12.
Compensation  in  excess  of  the  dollar  amount  prescribed  in  Code
         ss.6415(c)(1)(A) (relating to defined contribution plans) and is one of
         the Employees owning the ten largest  interests in the Employer;  (iii)
         is a more  than 5% owner  of the  Employer;  or (iv) is a more  than 1%
         owner of the Employer and has  Compensation of more than $150,000.  The
         constructive  ownership rules of Code ss.318 (or the principles of that
         section,  in the case of an  unincorporated  Employer,)  will  apply to
         determine ownership in the Employer.  The number of officers taken into
         account under clause (i) will not exceed the greater of 3 or 10% of the
         total number (after  application of the Code  ss.414(q)  exclusions) of
         Employees,  but no more than 50 officers.  The Advisory  Committee will
         make the determination of who is a Key Employee in accordance with Code
         ss.416(i)(1) and the regulations under that Code section.

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

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

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

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

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

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

         1.34 "Paired  Plans"  means the  Employer has adopted two  Standardized
Plan Adoption  Agreements  offered with this Master Plan, one Adoption Agreement
being a Paired  Profit  Sharing Plan and one Adoption  Agreement  being a Paired
Pension  Plan.  A Paired  Profit  Sharing  Plan  may  include  a Code  ss.401(k)
arrangement.  A Paired Pension Plan must be a money  purchase  pension plan or a
target  benefit  pension  plan.  Paired Plans must be the subject of a favorable
opinion letter issued by the National  Office of the Internal  Revenue  Service.
This Master Plan

                                       13.
does not pair any of its Standardized Plan Adoption Agreements with Standardized
Plan Adoption Agreements under a defined benefit master plan.

         1.35  "Retirement  Investment  Trust" means the open-end,  diversified,
management  investment  company,  or any successor  thereto by change of name or
otherwise, that offers collective investment funds for retirement accounts as to
which Texas Commerce Bank National Association or an affiliated bank serves as a
trustee.  The Retirement  Investment Trust is explained concisely in the current
Retirement Investment Trust Prospectus.

                                   ARTICLE II
                              EMPLOYEE PARTICIPANTS

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

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

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

(A) 2-year  Eligibility.  If the Employer elects a 2 years of service  condition
for eligibility  purposes under Adoption Agreement Section 2.01, the Plan treats
an Employee who incurs a one

                                       14.
year Break in Service and who has never become a  Participant  as a new Employee
on the date he first  performs  an Hour of Service  for the  Employer  after the
Break in Service.

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

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

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

                                       15.
If an Excluded  Employee who is not a Participant  becomes  eligible to
participate in the Plan by reason of a change in employment  classification,  he
will  participate in the Plan  immediately  if he has satisfied the  eligibility
conditions of Section 2.01 and would have been a Participant  had he not been an
Excluded Employee during his period of Service. Furthermore, the Plan takes into
account all of the Participant's  included Years of Service with the Employer as
an Excluded Employee for purposes of vesting credit under Article V.

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

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

                                   ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

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

                                       16.
3.01 AMOUNT. For each Plan Year, the Employer  contributes to the Trust
the amount determined by application of the contribution  option selected by the
Employer in its Adoption Agreement.  The Employer may not make a contribution to
the Trust for any Plan Year to the  extent  the  contribution  would  exceed the
Participants' Maximum Permissible Amounts.

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

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

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

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

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

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

         3.04     CONTRIBUTION ALLOCATION.

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

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

                                       17.
(1) Top Heavy Minimum  Allocation Under  Standardized  Plan. Subject to
the  Employer's  election  under  Section  3.04(B)(3),  the  top  heavy  minimum
allocation  requirement  applies  to a  Standardized  Plan for each  Plan  Year,
irrespective of whether the Plan is top heavy.

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

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

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

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

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

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

                                       18.
(4) Special Definitions. For purposes of this Section 3.04(B), the term
"Participant"  includes any Employee  otherwise  eligible to  participate in the
Plan but who is not a Participant  because of his Compensation  level or because
of his failure to make elective deferrals under a Code ss.401(k)  arrangement or
because  of his  failure  to  make  mandatory  contributions.  For  purposes  of
subparagraph (1)(b) or (2)(b),  "Compensation"  means Compensation as defined in
Section  1.12,  except  Compensation  does not include  elective  contributions,
irrespective  of whether the  Employer has elected to include  these  amounts in
Section 1.12 of its Adoption  Agreement,  any exclusion selected in Section 1.12
of the Adoption  Agreement (other than the exclusion of elective  contributions)
does not apply,  and any  modification  to the  definition  of  Compensation  in
Section 3.06 does not apply.

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

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

         (6) No  Allocations.  If, for a Plan Year,  there are no allocations of
Employer  contributions  or  forfeitures  for any  Participant  (for purposes of
Section  3.04  (B)(1)(b))  or for any Key  Employee  (for  purposes  of  Section
3.04(B)(2)(b)),  the Plan does not require any top heavy minimum  allocation for
the Plan Year,  unless a top heavy  minimum  allocation  applies  because of the
maintenance by the Employer of more than one plan.

         (7)  Election of Method.  The  Employer  must  specify in its  Adoption
Agreement  the  manner  in which  the Plan will  satisfy  the top heavy  minimum
allocation requirement.

                  (a) If the Employer  elects to make any  necessary  additional
         contribution  to this Plan, the Advisory  Committee first will allocate
         the Employer  contributions (and Participant  forfeitures,  if any) for
         the Plan Year in accordance  with the provisions of Adoption  Agreement
         Section 3.04.  The Employer then will  contribute an additional  amount
         for the Account of any Participant  entitled under this Section 3.04(B)
         to a top

                                       19.
heavy minimum allocation and whose continuation rate for the Plan Year,
         under this Plan and any other plan  aggregated  under paragraph (5), is
         less than the top heavy minimum  allocation.  The additional  amount is
         the amount necessary to increase the Participant's contribution rate to
         the top heavy minimum allocation.  The Advisory Committee will allocate
         the additional  contribution to the Account of the Participant on whose
         behalf the Employer makes the contribution.

                  (b) If the Employer  elects to guarantee the top heavy minimum
         allocation under another plan, this Plan does not provide the top heavy
         minimum  allocation and the Advisory Committee will allocate the annual
         Employer  contributions  (and Participant  forfeitures)  under the Plan
         solely in accordance with the allocation method selected under Adoption
         Agreement Section 3.04.

         3.05  FORFEITURE  ALLOCATION.  The  amount of a  Participant's  Accrued
Benefit  forfeited  under the Plan is a  Participant  forfeiture.  The  Advisory
Committee will allocate  Participant  forfeitures in the manner specified by the
Employer in its Adoption Agreement. The Advisory Committee will continue to hold
the  undistributed,  non-vested  portion of a terminated  Participant's  Accrued
Benefit in his Account  solely for his benefit until a forfeiture  occurs at the
time  specified in Section 5.09 or if  applicable,  until the time  specified in
Sect-ion  9.14.  Except as provided  under Section 5.04, a Participant  will not
share in the allocation of a forfeiture of any portion of his Accrued Benefit.

         3.06 ACCRUAL OF BENEFIT.  The Advisory  Committee  will  determine  the
accrual of benefit (Employer  contributions and Participant  forfeitures) on the
basis of the  Plan  Year in  accordance  with the  Employer's  elections  in its
Adoption Agreement.

(A)  Compensation  Taken Into Account.  If Employer must specify in its Adoption
Agreement  the  compensation  the Advisory  Committee is to take into account in
allocating an Employer contribution to a Participant's Account for the Plan Year
in which the Employee first becomes a Participant. For all other Plan Years, the
Advisory  Committee will take into account only the Compensation  determined for
the portion of the Plan Year in which the  Employee  actually is a  Participant.
The Advisory Committee must take into account the Employee's entire Compensation
for the Plan Year to determine  whether the Plan satisfies the top heavy minimum
allocation  requirement of Section 3.04(B). The Employer,  in an addendum to its
Adoption Agreement numbered 3.06(A),  may elect to measure  Compensation for the
Plan Year for allocation  purposes on the basis of a specified period other than
the Plan Year.

(B) Hours of Service  Requirement.  Subject to the applicable minimum allocation
requirement  of Section  3.04,  the  Advisory  Committee  will not  allocate any
portion of an Employer contribution for a Plan Year to any Participant's Account
if the  Participant  does not complete the  applicable  minimum Hours of Service
requirement specified in the Employer's Adoption Agreement.

                                       20.
(C) Employment  Requirement.  If the Employer's  Plan is a Standardized  Plan, a
Participant   who,  during  a  particular  Plan  Year,   completes  the  accrual
requirements of Adoption  Agreement Section 3.06 will share in the allocation of
Employer  contributions  for that Plan Year  without  regard  to  whether  he is
employed  by the  Employer  on the  Accounting  Date of that Plan  Year.  If the
Employer's  Plan is a  Nonstandardized  Plan,  the Employer  must specify in its
Adoption  Agreement  whether the Participant  will accrue a benefit if he is not
employed  by the  Employer  on the  Accounting  Date of the  Plan  Year.  If the
Employer's  Plan is a money  purchase  plan or a target  benefit  plan,  whether
Nonstandardized  or  Standardized,   the  Plan  conditions  benefit  accrual  on
employment  with the Employer on the last day of the Plan Year for the Plan Year
in which the Employer terminates the Plan.

(D) Other  Requirements.  If the Employer's  Adoption Agreement includes options
for other requirements affecting the Participant's accrual of benefits under the
Plan, the Advisory Committee will apply this Section 3.06 in accordance with the
Employer's Adoption Agreement selections.

(E)  Suspension  of Accrual  Requirements  Under  Nonstandardized  Plan.  If the
Employer's  Plan is a  Nonstandardized  Plan,  the  Employer  may  elect  in its
Adoption  Agreement to suspend the accrual  requirements  elected under Adoption
Agreement  Section 3.06 if, for any Plan Year beginning after December 31, 1989,
the Plan fails to satisfy the  Participation  Test or the Coverage  Test. A Plan
satisfies the Participation Test if, on each day of the Plan Year, the number of
Employees  who  benefit  under the Plan is at least equal to the lesser of 50 or
40% of the total number of Includible Employees as of such day. A Plan satisfies
the  Coverage  Test if, on the last day of each  quarter of the Plan  Year,  the
number of Nonhighly Compensated Employees who benefit under the Plan is at least
equal to 70% of the total number of Includible Nonhighly  Compensated  Employees
as of such day.  "Includible"  Employees are all Employees other than: (1) those
Employees  excluded from  participating  in the Plan for the entire Plan Year by
reason of the  collective  bargaining  unit exclusion or the  nonresident  alien
exclusion   under  Adoption   Agreement   Section  1.07  or  by  reason  of  the
participation  requirements  of Sections 2.01 and 2.03; and (2) any Employee who
incurs a Separation  from Service  during the Plan Year and fails to complete at
least 501 Hours of Service for the Plan Year. A "Nonhighly Compensated Employee"
is an Employee who is not a Highly Compensated  Employee and who is not a family
member aggregated with a Highly Compensated Employee pursuant to Section 1.09 of
the Plan.

         For  purposes  of the  Participation  Test and the  Coverage  Test,  an
Employee is benefiting  under the Plan on a particular  date if, under  Adoption
Agreement Section 3.04, he is entitled to an allocation for the Plan Year. Under
the Participation  Test, when determining  whether an Employee is entitled to an
allocation under Adoption  Agreement  Section 3.04, the Advisory  Committee will
disregard  any  allocation  required  solely by reason of the top heavy  minimum
allocation,  unless the top heavy minimum allocation is the only allocation made
under the Plan for the Plan Year.

                                       21.
If this Section 3.06(E) applies for a Plan Year, the Advisory Committee
will  suspend the accrual  requirements  for the  Includible  Employees  who are
Participants,  beginning first with the Includible Employee(s) employed with the
Employer on the last day of the Plan Year,  then the Includible  Employee(s) who
have the latest  Separation from Service during the Plan Year, and continuing to
suspend  in  descending  order  the  accrual  requirements  for each  Includible
Employee who incurred an earlier  Separation from Service from the latest to the
earliest  Separation  from  Service  date,  until  the Plan  satisfies  both the
Participation  Test and the  Coverage  Test for the  Plan  Year.  If two or more
Includible  Employees  have a  Separation  from  Service  on the same  day,  the
Advisory Committee will suspend the accrual requirements for all such Includible
Employees,  irrespective of whether the Plan can satisfy the Participation  Test
and the Coverage  Test by accruing  benefits for fewer than all such  Includible
Employees.  If the Plan  suspends  the accrual  requirements  for an  Includible
Employee,  that Employee will share in the allocation of Employer  contributions
and Participant  forfeitures,  if any,  without regard to the number of Hours of
Service  he has  earned  for the Plan Year and  without  regard to whether he is
employed  by the  Employer on the last day of the Plan Year.  If the  Employer's
Plan includes Employer matching  contributions  subject to Code ss.401(m),  this
suspension of accrual  requirements  applies  separately  to the Code  ss.401(m)
portion  of the Plan,  and the  Advisory  Committee  will treat an  Employee  as
benefiting  under that  portion of the Plan if he is an  Eligible  Employee  for
purposes of the Code ss.401(m)  nondiscrimination  test. The Employer may modify
the operation of this Section 3.06(E) by electing  appropriate  modifications in
Section 3.06 of its Adoption Agreement.

Part 2.   Limitations on Allocations: Sections 3.07 through 3.19

     [Note:  Sections 3.07 through 3.10 apply only to  Participants in this Plan
who do not participate,  and who have never  participated,  in another qualified
plan or in a welfare benefit fund (as defined in Code  ss.419(e))  maintained by
the Employer.]

         3.07 The amount of Annual  Additions  which the Advisory  Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed the Maximum  Permissible  Amount.  If the amount the  Employer  otherwise
would contribute to the  Participant's  Account would cause the Annual Additions
for the Limitation Year to exceed the Maximum  Permissible  Amount, the Employer
will  reduce the amount of its  contribution  so the  Annual  Additions  for the
Limitation Year will equal the Maximum  Permissible  Amount. If an allocation of
Employer  contributions,  pursuant to Section  3.04,  would  result in an Excess
Amount (other than an Excess Amount resulting from the  circumstances  described
in Section  3.10) to the  Participant's  Account,  the Advisory  Committee  will
reallocate the Excess Amount to the remaining  Participants who are eligible for
an  allocation  of  Employer  contributions  for  the  Plan  Year in  which  the
Limitation Year ends. The Advisory  Committee will make this reallocation on the
basis  of the  allocation  method  under  the Plan as if the  Participant  whose
Account  otherwise  would  receive  the  Excess  Amount is not  eligible  for an
allocation of Employer contributions.

                                       22.
3.08  Prior  to  the   determination   of  the   Participant's   actual
Compensation  for a Limitation  Year,  the Advisory  Committee may determine the
Maximum  Permissible  Amount on the basis of the Participant's  estimated annual
Compensation  for such  Limitation  Year. The Advisory  Committee must make this
determination on a reasonable and uniform basis for all  Participants  similarly
situated.   The  Advisory  Committee  must  reduce  any  Employer  contributions
(including any allocation of forfeitures) based on estimated annual Compensation
by any Excess Amounts carried over from prior years.

         3.09 As  soon  as is  administratively  feasible  after  the end of the
Limitation Year, the Advisory  Committee will determine the Maximum  Permissible
Amount  for  such  Limitation  Year on the  basis  of the  Participant's  actual
Compensation for such Limitation Year.

         3.10 If,  pursuant to Section  3.09,  or because of the  allocation  of
forfeitures,  there is an Excess  Amount  with  respect to a  Participant  for a
Limitation  Year,  the Advisory  Committee will dispose of such Excess Amount as
follows:

         (a) The  Advisory  Committee  will return any  nondeductible  voluntary
         Employee  contributions  to the  Participant  to the  extent the return
         would reduce the Excess Amount.

         (b) It after the  application  of paragraph (a), an Excess Amount still
         exists,  and  the  Plan  covers  the  Participant  at  the  end  of the
         Limitation  Year,  then the  Advisory  Committee  will  use the  Excess
         Amount(s)  to  reduce  future  Employer  contributions  (including  any
         allocation of forfeitures)  under the Plan for the next Limitation Year
         and for each  succeeding  Limitation  Year,  as is  necessary,  for the
         Participant.  If the  Employer's  Plan is a profit  sharing  plan,  the
         Participant may elect to limit his Compensation for allocation purposes
         to the extent  necessary to reduce his  allocation  for the  Limitation
         Year to the Maximum Permissible Amount and eliminate the Excess Amount.

         (c) If, after the  application of paragraph (a), an Excess Amount still
         exists,  and the Plan does not cover the  Participant at the end of the
         Limitation  Year,  then the  Advisory  Committee  will hold the  Excess
         Amount  unallocated in a suspense account.  The Advisory Committee will
         apply the suspense account to reduce Employer Contributions  (including
         allocation of forfeitures)  for all remaining  Participants in the next
         Limitation  Year, and in each succeeding  Limitation Year if necessary.
         Neither the Employer nor any  Employee may  contribute  to the Plan for
         any  Limitation  Year in which the Plan is unable to  allocate  fully a
         suspense account maintained pursuant to this paragraph (c).

         (d) The Advisory  Committee will not distribute any Excess Amount(s) to
         Participants or to former Participants.

     [Note:  Sections  3.11  through  3.16 apply only to  Participants  who,  in
addition  to this  Plan,  participate  in one or more  plans  (including  Paired
Plans), all of which are qualified Master or

                                       23.
Prototype  defined  contribution  plans or welfare  benefit funds (as defined in
Code ss.419(e)) maintained by the Employer during the Limitation Year.]

         3.11 The amount of Annual  Additions  which the Advisory  Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may not
exceed  the  Maximum  Permissible  Amount,  reduced  by the  sum  of any  Annual
Additions  allocated to the Participant's  Accounts for the same Limitation Year
under  this Plan and such other  defined  contribution  plan.  If the amount the
Employer otherwise would contribute to the Participant's Account under this Plan
would  cause  the  Annual  Additions  for the  Limitation  Year to  exceed  this
limitation,  the  Employer  will  reduce the amount of its  contribution  so the
Annual  Additions  under all such plans for the  Limitation  Year will equal the
Maximum Permissible Amount. If an allocation of Employer contributions, pursuant
to Section  3.04,  would result in an Excess Amount (other than an Excess Amount
resulting from the circumstances described in Section 3.10) to the Participant's
Account,  the  Advisory  Committee  will  reallocate  the  Excess  Amount to the
remaining   Participants   who  are  eligible  for  an  allocation  of  Employer
contributions  for the Plan Year in which the Limitation Year ends. The Advisory
Committee  will make this  reallocation  on the basis of the  allocation  method
under the Plan as if the Participant  whose Account  otherwise would receive the
Excess Amount is not eligible for an allocation of Employer contributions.

         3.12  Prior  to  the   determination   of  the   Participant's   actual
Compensation for the Limitation  Year, the Advisory  Committee may determine the
amounts  referred to in 3.11 above on the basis of the  Participant's  estimated
annual  Compensation for such Limitation Year. The Advisory  Committee will make
this  determination  on a  reasonable  and  uniform  basis for all  Participants
similarly situated. The Advisory Committee must reduce any Employer contribution
(including  allocation of forfeitures) based on estimated annual Compensation by
any Excess Amounts carried over from prior years.

         3.13 As  soon  as is  administratively  feasible  after  the end of the
Limitation  Year, the Advisory  Committee will determine the amounts referred to
in  3.11  on the  basis  of  the  Participant's  actual  Compensation  for  such
Limitation Year.

         3.14 If  pursuant  to Section  3.13,  or because of the  allocation  of
forfeitures, a Participant's Annual Additions under this Plan and all such other
plans result in an Excess Amount, such Excess Amount will consist of the Amounts
last allocated. The Advisory Committee will determine the Amounts last allocated
by treating  the Annual  Additions  attributable  to a welfare  benefit  fund as
allocated  first,  irrespective of the actual  allocation date under the welfare
benefit fund.

                                       24.
3.15 The Employer  must specify in its  Adoption  Agreement  the Excess
Amount  attributed to this Plan, if the Advisory  Committee  allocates an Excess
Amount to a Participant on an allocation  date of this Plan which coincides with
an allocation date of another plan.

         3.16  The  Advisory  Committee  will  dispose  of  any  Excess  Amounts
attributed to this Plan as provided in Section 3.10.

     [Note:  Section 3.17 applies only to Participants  who, in addition to this
Plan,  participate  in one or more qualified  plans which are qualified  defined
contribution  plans  other than a Master or  Prototype  plan  maintained  by the
Employer during the Limitation Year.]

         3.17  SPECIAL  ALLOCATION  LIMITATION.  The amount of Annual  Additions
which the  Advisory  Committee  may  allocate  under  this Plan on behalf of any
Participant  are  limited in  accordance  with the  provisions  of Section 3. 11
through 3.16, as though the other plan were a Master or Prototype  plan,  unless
the  Employer  provides  other  limitations  in  an  addendum  to  the  Adoption
Agreement, numbered Section 3.17.

         3.18 DEFINED  BENEFIT  PLAN  LIMITATION.  If the  Employer  maintains a
defined  benefit plan, or has ever  maintained a defined  benefit plan which the
Employer has  terminated,  then the sum of the defined benefit plan fraction and
the defined  contribution  plan fraction for any  Participant for any Limitation
Year must not exceed 1.0 The Employer must provide in Adoption Agreement Section
3.18 the manner in which the Plan will  satisfy  this  limitation.  The Employer
also must provide in its Adoption Agreement Section 3.18 the manner in which the
Plan will  satisfy the top heavy  requirements  of Code ss.416 after taking into
account the existence  December 11, 1997 (or prior  maintenance)  of the defined
benefit plan.

     3.19  DEFINITIONS  - ARTICLE III. For purposes of Article III the following
terms ------------------------- mean:

                  (a)  "Annual  Addition"  - The  sum of the  following  amounts
         allocated on behalf of a Participant for a Limitation  Year, of (i) all
         Employer  contributions;  (ii) all forfeitures;  and (iii) all Employee
         contributions.  Except to the extent provided in Treasury  regulations,
         Annual  Additions  include  excess  contributions   described  in  Code
         ss.401(k),  excess aggregate  contributions described in Code ss.401(m)
         and excess  deferrals  described  in Code  ss.402(g),  irrespective  of
         whether the plan  distributes or forfeits such excess  amounts.  Annual
         Additions  also include  Excess  Amounts  reapplied to reduce  Employer
         contributions  under Section 3.10.  Amounts  allocated  after March 31,
         1984,   to  an   individual   medical   account  (as  defined  in  Code
         ss.415(1)(2))  included as part of a defined benefit plan maintained by
         the  Employer  are  Annual  Additions.  Furthermore,  Annual  Additions
         include  contributions  paid or accrued  after  December 31, 1985,  for
         taxable  years  ending  after  December  31,  1985,   attributable   to
         post-retirement medical benefits allocated to the separate account of a
         key employee (as defined in Code ss.419A(d)(3)) under a welfare benefit
         fund (as defined in Code ss.419(e)) maintained by the Employer.

                                       25.
(b) "Compensation" - For purposes of applying the limitations of Part 2
         of this Article III,  "Compensation"  means  Compensation as defined in
         Section   1.12,   except   Compensation   does  not  include   elective
         contributions,  irrespective  of whether  the  Employer  has elected to
         include  these  amounts  as  Compensation  under  Section  1.12  of its
         Adoption  Agreement,  and any exclusion selected in Section 1.12 of the
         Adoption Agreement (other than the exclusion of elective contributions)
         does not apply.

         (c)  "Employer"  - The  Employer  that adopts this Plan and any related
         employers  described in Section  1.30.  Solely for purposes of applying
         the  limitations of Part 2 of this Article III, the Advisory  Committee
         will determine related employers described in Section 1.30 by modifying
         Code ss.ss.414(b) and (c) in accordance with Code ss.415(h).

         (d) "Excess Amount" - The excess of the Participant's  Annual Additions
         for the Limitation Year over the Maximum Permissible Amount.

         (e)  "Limitation  Year" - The period  selected  by the  Employer  under
         Adoption  Agreement  Section 1.17. All qualified  plans of the Employer
         must  use  the  same  Limitation  Year.  If  the  Employer  amends  the
         Limitation  Year to a different 12  consecutive  month period,  the new
         Limitation  Year must begin on a date  within the  Limitation  Year for
         which the Employer  makes the  amendment,  creating a short  Limitation
         Year.

         (f)  "Master  or  Prototype  Plan" - A plan  the  form of  which is the
         subject  of a  favorable  notification  letter or a  favorable  opinion
         letter from the Internal Revenue Service.

         (g)  "Maximum  Permissible  Amount" - The lesser of (i) $30,000 (or, if
         greater, one-fourth of the defined benefit dollar limitation under Code
         ss.415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the
         Limitation  Year.  If there is a short  Limitation  Year  because  of a
         change in Limitation  Year,  the Advisory  Committee  will multiply the
         $30,000 (or adjusted) Limitation by the following fraction:

                  Number of months in the short Limitation Year
                                       12

         (h) "Defined  contribution plan" - A retirement plan which provides for
         an  individual  account for each  participant  and for  benefits  based
         solely on the amount contributed to the participant's  account, and any
         income,  expenses, gains and losses, and any forfeitures of accounts of
         other  participants  which the plan may allocate to such  participant's
         account.  The Advisory  Committee  must treat all defined  contribution
         plans  (whether  or not  terminated)  maintained  by the  Employer as a
         single plan.  Solely for purposes of the  limitations of Part 2 of this
         Article III, the Advisory  Committee will treat employee  contributions
         made to a defined benefit plan maintained by the Employer as a separate
         defined  contribution plan. The Advisory Committee also will treat as a
         defined

                                       26.
contribution  plan an  individual  medical  account (as defined in Code
         ss.415(i)(2))  included as part of a defined benefit plan maintained by
         the Employer and, for taxable  years ending after  December 31, 1985, a
         welfare benefit fund under Code ss.419(e) maintained by the Employer to
         the extent there are post-retirement  medical benefits allocated to the
         separate account of a key employee (as defined in Code ss.419A(d)(3)).

         (i) "Defined  benefit plan" - A retirement  plan which does not provide
         for  individual  accounts  for  Employer  contributions.  The  Advisory
         Committee  must  treat  all  defined  benefit  plans  (whether  or  not
         terminated) maintained by the Employer as a single plan.

     [Note: - The  definitions in paragraphs  (j), (k) and (1) apply only if the
limitation described in Section 3.18 applies to the Employees Plan.]

                                       27.
(j)      "Defined benefit plan fraction" -

          Projected annual benefit of the Participant under the defined
          benefit plan(s) The lesser of (i) 125% (subject to the "100%
                      limitation" in paragraph (1)) of the
 dollar limitation in effect under Code ss.415(b)(1)(A) for the Limitation Year,
         or (ii) 140% of the Participant's average Compensation for his
                   high three (3) consecutive Years of Service

         To determine the denominator of this fraction,  the Advisory  Committee
         will  make  any  adjustment  required  under  Code  ss.415(b)  and will
         determine a Year of Service,  unless otherwise  provided in an addendum
         to  Adoption  Agreement  Section  3.18,  as a Plan  Year in  which  the
         Employee  completed  at least 1,000 Hours of  Service.  The  "projected
         annual  benefit"  is the  annual  retirement  benefit  (adjusted  to an
         actuarially equivalent straight life annuity if the plan expresses such
         benefit in a form other than a straight life annuity or qualified joint
         and survivor annuity) of the Participant under the terms of the defined
         benefit  plan on the  assumptions  he  continues  employment  until his
         normal  retirement  age (or  current  age,  if  later) as stated in the
         defined benefit plan, his compensation continues at the same rate as in
         effect in the Limitation Year under consideration until the date of his
         normal  retirement age and all other relevant factors used to determine
         benefits  under the  defined  benefit  plan  remain  constant as of the
         current Limitation Year for all future Limitation Years.

         Current Accrued Benefit.  If the Participant accrued benefits in one or
         more defined  benefit plans  maintained  by the Employer  which were in
         existence on May 6, 1986, the dollar limitation used in the denominator
         of this  fraction  will  not be less  than  the  Participant's  Current
         Accrued Benefit. A Participant's  Current Accrued Benefit is the sum of
         the  annual  benefits  under  such  defined  benefit  plans  which  the
         Participant  had accrued as of the end of the 1986 Limitation Year (the
         last  Limitation  Year beginning  before  January 1, 1987),  determined
         without  regard to any  change in the terms or  conditions  of the Plan
         made  after  May 5,  1986,  and  without  regard  to any cost of living
         adjustment  occurring  after May 5, 1986.  This Current Accrued Benefit
         rule applies only if the defined benefit plans  individually and in the
         aggregate satisfied the requirements of Code ss.415 as in effect at the
         end of the 1986 Limitation Year.

         (k)      "Defined contribution plan fraction" -

             Thesum, as of the close of the Limitation Year, of the
             Annual Additions to the Participant's Account under the
                          defined contribution plan(s)
                 The sum of the lesser of the following amounts
          determined for the Limitation Year and for each prior Year of
                       Service with the Employer:(i) 125%
        (subject to the "100% limitation" in paragraph (1)) of the dollar
             limitation in effect under Code ss.415(c)(1)(A) for the
                  Limitation Year (determined without regard to

                                       28.
the special dollar limitations for employee stock ownership plans), or
       (ii) 35% of the Participant's Compensation for the Limitation Year

         For purposes of determining the defined contribution plan fraction, the
         Advisory  Committee will not recompute  Annual  Additions in Limitation
         Years  beginning  prior to  January  1,  1987,  to treat  all  Employee
         contributions  as Annual  Additions.  If the Plan satisfied Code ss.415
         for Limitation  Years  beginning prior to January 1, 1987, the Advisory
         Committee will redetermine the defined  contribution  plan fraction and
         the defined  benefit plan fraction as of the end of the 1986 Limitation
         Year,  in  accordance  with  this  Section  3.19.  If  the  sum  of the
         redetermined   fractions  exceeds  1.0,  the  Advisory  Committee  will
         subtract  permanently  from the  numerator of the defined  contribution
         plan  fraction an amount  equal to the product of (1) the excess of the
         sum of the fractions over 1.0, times (2) the denominator of the defined
         contribution  plan  fraction.  In making the  adjustment,  the Advisory
         Committee must disregard any accrued  benefit under the defined benefit
         plan  which is in  excess of the  Current  Accrued  Benefit.  This Plan
         continues any transitional rules applicable to the determination of the
         defined  contribution  plan fraction under the Employees Plan as of the
         end of the 1986 Limitation Year.

         (l) "100%  Limitation."  If the 100% limitation  applies,  the Advisory
         Committee  must determine the  denominator of the defined  benefit plan
         fraction and the denominator of the defined  contribution plan fraction
         by substituting 100% for 125%. If the Employer's Plan is a Standardized
         Plan the 100% limitation  applies in all Limitation  Years,  subject to
         any override  provisions under Section 3.18 of the Employer's  Adoption
         Agreement.  If the  Employer  overrides  the  100%  limitation  under a
         Standardized  Plan, the Employer must specify in its Adoption Agreement
         the  manner  in which the Plan  satisfies  the  extra  minimum  benefit
         requirement of Code ss.416(h) and the 100%  limitation must continue to
         apply if the Plan's top heavy ratio exceeds 90%. If the Employer's Plan
         is a Nonstandardized  Plan the 100% limitation applies only if: (i) the
         Plan's top heavy ratio  exceeds 90%; or (ii) the Plan's top heavy ratio
         is greater than 60%,  and the  Employer  does not elect in its Adoption
         Agreement  Section 3.18 to provide extra minimum benefits which satisfy
         Code ss.416(h)(2).

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

         4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not permit
Participant  nondeductible  contributions unless the Employer maintains its Plan
under a Code ss.401(k) Adoption Agreement. If the Employer does not maintain its
Plan under a Code  ss.401(k)  Adoption  Agreement  and, prior to the adoption of
this Master Plan, the Plan accepted Participant nondeductible  contributions for
a Plan Year beginning after December 31, 1986, those  contributions must satisfy
the requirements of Code ss.401(m). This Section 4.01 does not prohibit

                                       29.
the Plan's acceptance of Participant  nondeductible  contributions  prior to the
first Plan Year commencing after the Plan Year in which the Employer adopts this
Master Plan.

         4.02  PARTICIPANT  DEDUCTIBLE  CONTRIBUTIONS.  A qualified Plan may not
accept  Participant  deductible  contributions  after  April  15,  1987.  If the
Employer's  Plan includes  Participant  deductible  contributions  ("DECs") made
prior to April 16,  1987,  the  Advisory  Committee  must  maintain  a  separate
accounting for the Participant's Accrued Benefit attributable to DECs, including
DECs which are part of a rollover  contribution  described in Section 4.03.  The
Advisory  Committee will treat the accumulated DECs as part of the Participant's
Accrued Benefit for all purposes of the Plan, except for purposes of determining
the top heavy ratio under  Section 133. The Advisory  Committee may not use DECs
to purchase life insurance on the Participant's behalf.

         4.03 PARTICIPANT  ROLLOVER  CONTRIBUTIONS.  Any  Participant,  with the
Employer's written consent and after filing with the Trustee the form present by
the Advisory Committee, may contribute cash or other property to the Trust other
than  as  a  voluntary   contribution   if  the   contribution  is  a  "rollover
contribution"  which the Code permits an employee to transfer either directly or
indirectly from one qualified plan to another qualified plan. Before accepting a
rollover   contribution,   the  Trustee  may  require  an  Employee  to  furnish
satisfactory  evidence  that  the  proposed  transfer  is in  fact  a  "rollover
contribution"  which the Code permits an employee to make to a qualified plan. A
rollover contribution is not an Annual Addition under Part 2 of Article III.

         The  Trustee  will invest the  rollover  contribution  in a  segregated
investment Account for the Participant's sole benefit unless the Trustee (or the
Named Fiduciary, in the case of a nondiscretionary Trustee designation),  in its
sole discretion, agrees to invest the rollover contribution as part of the Trust
Fund. The Trustee will not have any investment  responsibility with respect to a
Participant's  segregated rollover Account. The Participant,  however, from time
to  time,  may  direct  the  Trustee  in  writing  as to the  investment  of his
segregated  rollover Account in property,  or property  interests,  of any kind,
real,  personal or mixed;  provided however,  the Participant may not direct the
Trustee to make  loans to his  Employer.  A  Participant's  segregated  rollover
Account alone will bear any  extraordinary  expenses  resulting from investments
made at the direction of the  Participant.  As of the Accounting  Date (or other
valuation  date) for each Plan Year,  the Advisory  Committee  will allocate and
credit the net income (or net loss)  from a  Participant's  segregated  rollover
Account and the increase or decrease in the fair market value of the assets of a
segregated  rollover  Account solely to that Account.  The Trustee is not liable
nor  responsible  for  any  loss  resulting  to  any  Beneficiary,  nor  to  any
Participant,  by reason of any sale or  investment  made or other  action  taken
pursuant to and in  accordance  with the  direction of the  Participant.  In all
other  respects,  the Trustee will hold,  administer  and  distribute a rollover
contribution in the same manner as any Employer contribution made to the Trust.

     An  eligible   Employee,   prior  to  satisfying  the  Plan's   eligibility
conditions, may make a rollover contribution to the Trust to the same extent and
in the same manner as a Participant. If

                                       30.
an Employee makes a rollover  contribution  to the Trust prior to satisfying the
Plan's eligibility conditions, the Advisory Committee and Trustee must treat the
Employee as a  Participant  for all  purposes of the Plan except the Employee is
not  a  Participant  for  purposes  of  sharing  in  Employer  contributions  or
Participant  forfeitures  under the Plan until he actually becomes a Participant
in the Plan.  If the Employee has a Separation  from Service prior to becoming a
Participant,  the Trustee will distribute his rollover  contribution  Account to
him as if it were an Employer contribution Account.

         4.04 PARTICIPANT  CONTRIBUTION-FORFEITABILITY.  A Participant's Accrued
Benefit  is, at all times,  100%  Nonforfeitable  to the extent the value of his
Accrued Benefit is derived from his Participant  contributions described in this
Article IV.

         4.05     PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.  A
Participant,  by giving prior written notice to the Trustee, may withdraw all or
any part of the  value  of his  Accrued  Benefit  derived  from his  Participant
contributions  described  in this  Article  IV. A  distribution  of  Participant
contributions must comply with the joint and survivor requirements  described in
Article  VI, if those  requirements  apply to the P ant. A  Participant  may not
exercise his right to withdraw the value of his Accrued Benefit derived from his
Participant  contributions more than once during any Plan Year. The Trustee,  in
accordance  with the  direction of the  Advisory  Committee,  will  distribute a
Participant's  unwithdrawn  Accrued  Benefit  attributable  to  his  Participant
contributions  in accordance with the provisions of Article VI applicable to the
distribution of the Participant's Nonforfeitable Accrued Benefit.

         4.06  PARTICIPANT   CONTRIBUTION  -  ACCRUED  BENEFIT  -  The  Advisory
Committee must maintain a separate Account(s) in the name of each Participant to
reflect  the  Participant's  Accrued  Benefit  under the Plan  derived  from his
Participant  contributions.  A  Participant's  Accrued  Benefit derived from his
Participant  contributions  as of any  applicable  date  is the  balance  of his
separate Participant contribution Account(s).

                                    ARTICLE V
                  TERMINATION OF SERVICE - PARTICIPANT VESTING

         5.01 NORMAL  RETIREMENT AGE. The Employer must define Normal Retirement
Age in its Adoption  Agreement.  A  Participant's  Accrued  Benefit derived from
Employer  contributions  is 100%  Nonforfeitable  upon and after  his  attaining
Normal Retirement Age (if employed by the Employer on or after that date).

          5.02  PARTICIPANT  DISABILITY OR DEATH.  The Employer may elect in its
     Adoption Agreement to provide a Participant's  Accrued Benefit derived from
     Employer contributions will be

                                       31.
100%  Nonforfeitable  if the  Participant's  Separation  from  Service is a
     result of his death or his disability-

         5.03 VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02 for
each Year of Service, a Participant's  Nonforfeitable  percentage of his Accrued
Benefit  derived  from  Employer  contributions  the  percentage  in the vesting
schedule completed by the Employer in its Adoption Agreement.

(A) Election of Special  Vesting  Formula.  If the Trustee makes a  distribution
(other  than  a  cash-out   distribution   described  in  Section   5.04)  to  a
partially-vested  Participant, and the Participant has not incurred a Forfeiture
Break in Service at the relevant time,  the Advisory  Committee will establish a
separate Account for the  Participant's  Accrued  Benefit.  At any relevant time
following  the   distribution,   the  Advisory   Committee  will  determine  the
Participant's Nonforfeitable Accrued Benefit derived from Employer contributions
in accordance with the following formula: P(AB + (R x D)) - (R x D).

         To  apply  this  formula,  "P" is  the  Participant's  current  vesting
percentage  at the relevant  time,  "AB" is the  Participant's  Employer-derived
Accrued  Benefit  at the  relevant  time,  "R"  is  the  ratio  of  "AB"  to the
Participant's Employer-derived Accrued Benefit immediately following the earlier
distribution  and "D" is the  amount  of the  earlier  distribution.  If under a
restated Plan, the Plan has made distribution to a partially-vested  Participant
prior to its  restated  Effective  Date and is  unable  to  apply  the  cash-out
provisions  of Section 5.04 to that prior  distribution,  this  special  vesting
formula also applies to that Participant's  remaining Account. The Employer,  in
an addendum to its  Adoption  Agreement,  numbered  Section  5.03,  may elect to
modify this formula to read as follows: P(AB + D) - D.

         5.04   CASH-OUT   DISTRIBUTIONS   TO   PARTIALLY-VESTED   PARTICIPANTS/
RESTORATION  OF  FORFEITED  ACCRUED  BENEFIT.  If,  pursuant  to  Article  VI, a
partially vested Participant receives a cash-out distribution before he incurs a
Forfeiture  Break  in  Service  (as  defined  in  Section  5.08),  the  cash-out
distribution will result in an immediate  forfeiture of the nonvested portion of
the  Participant's  Accrued  Benefit  derived from Employer  contributions.  See
Section  5.09.  A   partially-vested   Participant   is  a   Participant   whose
Nonforfeitable  Percentage  determined  under  Section 5.03 is less than 100%. A
cash-out  distribution  is a  distribution  of the entire  present  value of the
Participant's Nonforfeitable Accrued Benefit.

(A) Restoration and Conditions upon Restoration. A partially-vested  Participant
who is reemployed by the Employer after receiving a cash-out distribution of the
Nonforfeitable  percentage  of his  Accrued  Benefit  may repay the  Trustee the
amount of the  cash-out  distribution  attributable  to Employer  contributions,
unless the  Participant  no longer has a right to  restoration  by reason of the
conditions of this Section 5.04(A). If a partially-vested  Participant makes the
cash-out  distribution  repayment,  the  Advisory  Committee,   subject  to  the
conditions  of  this  Section   5.04(A),   must  restore  his  Accrued   Benefit
attributable to Employer  contributions  to the same dollar amount as the dollar
amount of his Accrued Benefit on the Accounting Date, or other valuation date,

                                       32.
immediately preceding the date of the cash-out distribution,  unadjusted for any
gains or losses occurring subsequent to that Accounting Date, or other valuation
date.  Restoration of the Participant's  Accrued Benefit includes restoration of
all Code ss.411(d)(6)  protected  benefits with respect to that restored Accrued
Benefit  in  accordance  with  applicable  Treasury  regulations.  The  Advisory
Committee  will not restore a re-employed  Participant's  Accrued  Benefit under
this paragraph if:

          (1)  5 years have elapsed since the Participant's  first re-employment
               date with the Employer following the cash-out distribution; or

         (2) The Participant  incurred a Forfeiture Break in Service (as defined
         in Section 5.08).  This condition also applies if the Participant makes
         repayment  within the Plan Year in which he incurs the Forfeiture Break
         in  Service  and that  Forfeiture  Break in Service  would  result in a
         complete  forfeiture  of the amount the  Advisory  Committee  otherwise
         would restore.

(B) Time and Method of Restoration.  If neither of the two conditions preventing
restoration of the Participant's Accrued Benefit applies, the Advisory Committee
will restore the  Participant's  Accrued  Benefit as of the Plan Year Accounting
Date  coincident  with or immediately  following the  repayment.  To restore the
Participant's Accrued Benefit, the Advisory Committee, to the extent
necessary, will allocate to the Participant's Account:

         (1) First, the amount, if any, of Participant  forfeitures the Advisory
         Committee would otherwise allocate under Section 3.05;

         (2) Second,  the  amount,  if any, of the Trust Fund net income or gain
         for the Plan Year; and

         (3) Third,  the Employer  contribution  for the Plan Year to the extent
         made under a discretionary formula.

         In an addendum to its Adoption Agreement numbered 5.04(B), the Employer
may eliminate as a means of restoration any of the amounts  described in clauses
(1),  (2) and (3) or may change the order of priority of these  amounts.  To the
extent the amounts  described in clauses (1),  (2) and (3) are  insufficient  to
enable the Advisory  Committee to make the  required  restoration,  the Employer
must contribute, without regard to any requirement or condition of Section 3.01,
the  additional  amount  necessary to enable the Advisory  Committee to make the
required  restoration.  If, for a particular  Plan Year, the Advisory  Committee
must restore the Accrued Benefit of more than one re-employed Participant,  then
the  Advisory  Committee  will  make the  restoration  allocations  to each such
Participant's  Account  in the same  proportion  that a  Participant's  restored
amount for the Plan Year bears to the  restored  amount for the Plan Year of all
re-employed

                                       33.
Participants.  The Advisory  Committee will not take into account any allocation
under this Section 5.04 in applying the limitation on  allocations  under Part 2
of Article III.

(C) 0% Vested  Participant.  The Employer must specify in its Adoption Agreement
whether the deemed cash-out rule applies to a 0% vested Participant. A 0% vested
Participant  is a  Participant  whose  Accrued  Benefit  derived  from  Employer
contributions  is  entirely  forfeitable  at the  time  of his  Separation  from
Service.  If the  Participant's  Account is not  entitled  to an  allocation  of
Employer  contributions  for the Plan  Year in which  he has a  Separation  from
Service, the Advisory Committee will apply the deemed cash-out rule as if the 0%
vested  Participant  received  a  cash-out  distribution  on  the  date  of  the
Participant's  Separation from Service. If the Participant's Account is entitled
to an allocation of Employer  contributions  or Participant  forfeitures for the
Plan Year in which he has a Separation from Service, the Advisory Committee will
apply the  deemed  cash-out  rule as if the 0%  vested  Participant  received  a
cash-out  distribution  on the first day of the first Plan Year beginning  after
his Separation from Service. For purposes of applying the restoration provisions
of  this  Section  5.04,  the  Advisory  Committee  will  treat  the  0%  vested
Participant  as repaying  his cash-out  "distribution"  on the first date of his
reemployment  with the Employer.  If the deemed  cash-out rule does not apply to
the Employer's  Plan, a 0% vested  Participant will not incur a forfeiture until
he incurs a Forfeiture Break in Service.

         5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory Committee
restores the  Participant's  Accrued Benefit,  as described in Section 5.04, the
Trustee  will  invest  the  cash-out  amount  the  Participant  has  repaid in a
segregated  Account  maintained  solely for that  Participant.  The Trustee must
invest the amount in the Participant's  segregated  Account in Federally insured
interest  bearing  savings  account(s) or time  deposit(s)  (or a combination of
both), or in other fixed income  investments.  Until commingled with the balance
of the Trust Fund on the date the Advisory  Committee restores the Participant's
Accrued  Benefit,  the  Participant's  segregated  Account remains a part of the
Trust, but it alone shares in any income it earns and it alone bears any expense
or loss it incurs.  Unless the repayment  qualifies as a rollover  contribution,
the Advisory  Committee  will direct the Trustee to repay to the  Participant as
soon as is  administratively  practicable  the full amount of the  Participant's
segregated Account if the Advisory Committee determines either of the conditions
of Section 5.04(A)  prevents  restoration as of the applicable  Accounting Date,
notwithstanding the Participant's repayment.

         5.06 YEAR OF SERVICE - VESTING.  For purposes of vesting  under Section
5.03, Year of Service means any  12-consecutive  month period  designated in the
Employer's  Adoption  Agreement during which an Employee completes not less than
the number of Hours of Service (not exceeding  1,000) specified in the Employees
Adoption Agreement.  A Year of Service includes any Year of Service earned prior
to the Effective Date of the Plan, except as provided in Section 5.08.

         5.07 BREAK IN  SERVICE - VESTING.  For  purposes  of this  Article V, a
Participant incurs a "Break in Service" if during any vesting computation period
he does not  complete  more than 500 Hours of  Service.  If  pursuant to Section
5.06, the Plan does not require more than 500

                                       34.
Hours of Service to receive credit for a Year of Service, a Participant incurs a
Break in Service in a vesting computation period in which he fails to complete a
Year of Service.

         5.08 INCLUDED  YEARS OF SERVICE - VESTING.  For purposes of determining
"Years of Service"  under Section 5.06, the Plan takes into account all Years of
Service an Employee completes with the Employer except:

         (a) For the sole purpose of determining a Participant's  Nonforfeitable
         percentage of his Accrued Benefit  derived from Employer  contributions
         which accrued for his benefit  prior to a Forfeiture  Break in Service,
         the Plan  disregards  any Year of Service after the  Participant  first
         incurs  a  Forfeiture  Break  in  Service.  The  Participant  incurs  a
         Forfeiture  Break in  Service  when he incurs 5  consecutive  Breaks in
         Service.

         (b)  The  Plan  disregards  any  Year of  Service  excluded  under  the
         Employer's Adoption Agreement.

         The  Plan  does  not  apply  the  Break  in  Service  rule  under  Code
ss.411(a)(6)(B).  Therefore,  an  Employee  need not  complete a Year of Service
after a Break in  Service  before the Plan takes  into  account  the  Employee's
otherwise includible Years of Service under this Article V.

         5.09  FORFEITURE  OCCURS.  A Participant's  forfeiture,  if any, of his
Accrued Benefit derived from Employer contributions occurs under the Plan on the
earlier of:

          (a)  The last  day of the  vesting  computation  period  in which  the
               Participant first incurs a Forfeiture Break in Service; or

         (b) The date the Participant receives a cash-out distribution.

         The Advisory  Committee  determines the  percentage of a  Participant's
Accrued Benefit forfeiture,  if any, under this Section 5.09 solely by reference
to the vesting  schedule of Section  5.03.  A  Participant  does not forfeit any
portion of his Accrued Benefit for any other reason or cause except as expressly
provided by this Section 5.09 or as provided under Section 9.14.

                                   ARTICLE VI
                     TIME AND METHOD OF PAYMENT OF BENEFITS

         6.01 TIME OF PAYMENT OF ACCRUED  BENEFIT.  Unless,  pursuant to Section
6.03, the Participant or the  Beneficiary  elects in writing to a different time
or method of payment,

                                       35.
the Advisory  Committee  will direct the Trustee to commence  distribution  of a
Participant's  Nonforfeitable  Accrued  Benefit in accordance  with this Section
6.01. A Participant must consent, in writing, to any distribution required under
this  Section  6.01 if the  present  value of the  Participant's  Nonforfeitable
Accrued Benefit,  at the time of the  distribution to the  Participant,  exceeds
$3,500 and the Participant  has not attained the later of Normal  Retirement Age
or age 62. Furthermore,  the Participant's spouse also must consent, in writing,
to any distribution,  for which Section 6.04 requires the spouse's consent.  For
all  purposes of this  Article VI, the term  "annuity  starting  date" means the
first day of the first period for which the Plan pays an amount as an annuity or
in any other form. A distribution  date under this Article VI, unless  otherwise
specified  within the Plan,  is the date or dates the Employer  specifies in the
Adoption Agreement,  or as soon as administratively  practicable  following that
distribution  date. For purposes of the consent  requirements under this Article
VI, if the present value of the Participant's Nonforfeitable Accrued Benefit, at
the time of any distribution,  exceeds $3,500, the Advisory Committee must treat
that present  value as  exceeding  $3,500 for  purposes of all  subsequent  Plan
distributions to the Participant.

(A)      Separation from Service For a Reason Other Than Death.

         (1) Participant's  Nonforfeitable Accrued Benefit Not Exceeding $3,500.
If the Participant's Separation from Service is for any reason other than death,
the Advisory  Committee will direct the Trustee to distribute the  Participant's
Nonforfeitable  Accrued  Benefit  in a lump sum,  on the  distribution  date the
Employer specifies in the Adoption Agreement but in no event later than the 60th
day following the close of the Plan Year in which the Participant attains Normal
Retirement Age. If the  Participant  has attained  Normal  Retirement Age at the
time of his Separation from Service,  the distribution under this paragraph will
occur no later than the 60th day  following  the close of the Plan Year in which
the Participant's Separation from Service occurs.

         (2) Participant's Nonforfeitable Accrued Benefit Exceeds $3,500. If the
Participant's  Separation  from Service is for any reason other than death,  the
Advisory  Committee  will  direct the Trustee to  commence  distribution  of the
Participant's  Nonforfeitable  Accrued Benefit in a form and at the time elected
by the  Participant,  pursuant to Section 6.03. In the absence of an election by
the  Participant,  the Advisory  Committee will direct the Trustee to distribute
the  Participant's  Nonforfeitable  Accrued  Benefit  in  a  lump  sum  (or,  if
applicable,  the normal  annuity form of  distribution  required  under  Section
6.04),  on the 60th day following the close of the Plan Year in which the latest
of the following events occurs:  (a) the Participant  attains Normal  Retirement
Age; (b)the Participant attains age 62; or (c) the Participant's Separation from
Service.

         (3) Disability. If the Participant's Separation from Service is because
of his  disability,  the Advisory  Committee  will direct the Trustee to pay the
Participant's  Nonforfeitable  Accrued Benefit in lump sum, on the  distribution
date the Employer specifies in the Adoption Agreement,

                                       36.
subject to the notice and consent requirements of this Article VI and subject to
the applicable mandatory commencement dates described in Paragraphs (1) and (2).

         (4) Hardship.  Prior to the time at which the  Participant  may receive
distribution  under  Paragraphs  (1), (2) or (3), the  Participant may request a
distribution from his  Nonforfeitable  Accrued Benefit in an amount necessary to
satisfy a hardship,  if the Employer elects in the Adoption  Agreement to permit
hardship  distributions.  Unless the Employer  elects  otherwise in the Adoption
Agreement a hardship  distribution  must be on account of any of the  following:
(a) medical  expenses;  (b) the purchase  (excluding  mortgage  payments) of the
Participant's principal residence; (c) post-secondary education tuition, for the
next semester or quarter,  for the Participant or for the Participant's  spouse,
children or  dependents;  (d) to prevent the eviction of the from his  principal
residence or the foreclosure on the mortgage of the Participant's family member;
or (f) the  Participant's  disability.  A  partially-vested  Participant may not
receive a hardship  distribution  described  in this  Paragraph  (A)(4) prior to
incurring a Forfeiture Break in Service,  unless the hardship  distribution is a
cash-out  distribution  (as defined in Article V). The Advisory  Committee  will
direct the Trustee to make the hardship distribution as soon as administratively
practicable  after  the  Participant  makes a  valid  request  for the  hardship
distribution.

(B) Required  Beginning Date. If any  distribution  commencement  date described
under  Paragraph  (A) of this  Section  6.01,  either  by Plan  provision  or by
Participant election (or nonelection),  is later than the Participant's Required
Beginning Date, the Advisory  Committee  instead must direct the Trustee to make
distribution  on the  Participant's  Required  Beginning  Date,  subject  to the
transitional  election,  if applicable  under Section  6.03(D).  A Participant's
Required  Beginning Date is the April 1 following the close of the calendar year
in which the Participant attains age 70 1/2. However, if the Participant,  prior
to incurring a Separation from Service,  attained age 70 1/2 by January 1, 1988,
and,  for the five Plan Year  period  ending  in the  calendar  year in which he
attained age 70 1/2 and for all subsequent years, the Participant was not a more
than 5% owner, the Required Beginning Date is the April 1 following the close of
the  calendar  year in which  the  Participant  separates  from  Service  or, if
earlier,  the  April 1  following  the close of the  calendar  year in which the
Participant becomes a more than 5% owner. Furthermore,  if a Participant who was
not a more than 5% owner  attained  age 70 1/2  during  1988 and did not incur a
Separation from Service prior to January 1, 1989, his Required Beginning Date is
April 1, 1990. A mandatory  distribution at the Participant's Required Beginning
Date  will be in lump  sum  (or,  if  applicable,  the  normal  annuity  form of
distribution  required under Section 6.04) unless the  Participant,  pursuant to
the  provisions  of this  Article  VI,  makes a valid  election  to  receive  an
alternative form of payment.

(C) Death of the Participant. The Advisory Committee will direct the Trustee, in
accordance  with  this  Section  6.01(C),  to  distribute  to the  Participant's
Beneficiary the  Participant's  Nonforfeitable  Accrued Benefit remaining in the
Trust at the time of Participant's death. Subject to the requirements of Section
6.04, the Advisory Committee will determine the death benefit by

                                       37.
reducing  the  Participant's  Nonforfeitable  Accrued  Benefit  by any  security
interest the Plan has against that  Nonforfeitable  Accrued Benefit by reason of
an outstanding Participant loan.

         (1)  Deceased  Participant's  Nonforfeitable  Accrued  Benefit Does Not
Exceed $3,500.  The Advisory  Committee,  subject to the requirements of Section
6.04,  must  direct  the  Trustee  to  distribute  the  deceased   Participant's
Nonforfeitable  Accrued  Benefit  in a  single  sum as soon as  administratively
practicable  following the Participant's  death or, if later, the, date on which
the  Advisory  Committee  receives  notification  of or  otherwise  confirms the
Participant's death.

         (2)  Deceased  Participant's  Nonforfeitable  Accrued  Benefit  Exceeds
$3,500.  The  Advisory  Committee  will  direct the  Trustee to  distribute  the
deceased  Participant's  Nonforfeitable  Accrued  Benefit at the time and in the
form  elected  by the  Participant  or, if  applicable  by the  Beneficiary,  as
permitted  under this Article VI. In the absence of an election,  subject to the
requirements of Section 6.04, the Advisory  Committee will direct the Trustee to
distribute the Participant's  undistributed  Nonforfeitable Accrued Benefit in a
lump sum on the first  distribution date following the close of the Plan Year in
which the Participant's  death occurs or, if later, the first  distribution date
following the date the Advisory Committee receives  notification of or otherwise
confirms the Participant's death.

         If the death benefit is payable in full to the Participant's  surviving
spouse,  the surviving spouse, in addition to the distribution  options provided
in this  Section  6.01(C),  may  elect  distribution  at any time or in any form
(other than a joint and  survivor  annuity)  this  Article VI would permit for a
Participant.

         6.02  METHOD OF  PAYMENT  OF ACCRUED  BENEFIT.  Subject to the  annuity
distribution  requirements,   if  any,  prescribed  by  Section  6.04,  and  any
restriction;  prescribed by Section 6.03, a Participant or Beneficiary may elect
distribution  under one, or any combination,  of the following  methods:  (a) by
payment  in a lump  sum;  or (b) by  payment  in  monthly,  quarterly  or annual
installments  over a fixed  reasonable  period of time,  not  exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy of
the  Participant  and his  Beneficiary.  The  Employer may elect in its Adoption
Agreement to modify the methods of payment available under this Section 6.02.

         The  distribution   options  permitted  under  this  Section  6.02  are
available only if the present value of the  Participant  Nonforfeitable  Accrued
Benefit, at the time of the distribution to the Participant,  exceeds $3,500. To
facilitate  installment  payments under this Article VI, the Advisory  Committee
may direct the Trustee to segregate all or any part of the Participant's Accrued
Benefit  in a separate  Account.  The  Trustee  will  invest  the  Participant's
segregated  Account in Federally insured interest bearing savings  account(s) or
time   deposit(s)  (or  a  combination  of  both),  or  in  other  fixed  income
investments.  A  segregated  Account  remains a part of the Trust,  but it alone
shares in any income it earns, and it alone bears any expense or loss it incurs.
A Participant or Beneficiary may elect to receive an installment distribution in
the  form  of  a  Nontransferable   Annuity   Contract.   Under  an  installment
distribution,  the  Participant  or  Beneficiary,  at any  time,  may  elect  to
accelerate the

                                       38.
payment of all,  or any  portion,  of the  Participant's  unpaid  Nonforfeitable
Accrued Benefit, subject to the requirements of Section 6.04.

(A) Minimum Distribution  Requirements for Participants.  The Advisory Committee
may not  direct the  Trustee  to  distribute  the  Participant's  Nonforfeitable
Accrued Benefit,  nor may the Participant  elect to have the Trustee  distribute
his Nonforfeitable  Accrued Benefit,  under a method of payment which, as of the
Required Beginning Date, does not satisfy the minimum distribution  requirements
under Code  ss.401(a)(9) and the applicable  Treasury  regulations.  The minimum
distribution for a calendar year equals the Participant's Nonforfeitable Accrued
Benefit as of the latest  valuation date preceding the beginning of the calendar
year divided by the Participant's  life expectancy or, if applicable,  the joint
and last survivor  expectancy of the Participant and his designated  Beneficiary
(as  determined  under  Article  VIII  subject to the  requirements  of the Code
401(a)(9)  regulations).  The Advisory Committee will increase the Participant's
Nonforfeitable  Accrued Benefit,  as determined on the relevant  valuation date,
for  contributions  or  forfeitures  allocated  after the valuation  date and by
December 31 of the valuation  calendar  year, and will decrease the valuation by
distributions  made after the valuation date and by December 31 of the valuation
calendar year. For purposes of this valuation, the Advisory Committee will treat
any portion of the minimum distribution for the first distribution calendar year
made  after the close of that year as a  distribution  occurring  in that  first
distribution  calendar year. In computing a minimum  distribution,  the Advisory
Committee  must use the unisex  life  expectancy  multiples  under  Treas.  Reg.
ss.1.72-9. The Advisory Committee,  only upon the Participant's written request,
will compute the minimum  distribution  for a calendar  year  subsequent  to the
first  calendar  year for which the Plan  requires  a  minimum  distribution  by
redetermining the applicable life expectancy.  However,  the Advisory  Committee
may  not  redetermine  the  joint  life  and  last  survivor  expectancy  of the
Participant and a nonspouse designated  Beneficiary in a manner which takes into
account any adjustment to a life expectancy  other than the  Participant's  life
expectancy.

         If the Participant's spouse is not his designated Beneficiary, a method
of payment to the  Participant  (whether by Participant  election or by Advisory
Committee  direction)  may not  provide  more than  incidental  benefits  to the
Beneficiary.  For Plan Years  beginning  after  December 31, 1988, the Plan must
satisfy the minimum distribution  incidental benefit ("MDIB") requirement in the
Treasury regulations issued under Code ss.401(a)(9) for distributions made on or
after the  Participant's  Required  Beginning Date and before the  Participant's
death. To satisfy the MDIB  requirement the Advisory  Committee will compute the
minimum  distribution  required  by this  Section  6.02(A) by  substituting  the
applicable MDIB divisor for the applicable life expectancy  factor,  if the MDIB
divisor is a lesser  number.  Following the  Participant's  death,  the Advisory
Committee will compute the minimum distribution required by this Section 6.02(A)
solely on the basis of the applicable life expectancy  factor and will disregard
the MDIB factor.  For Plan Years  beginning  prior to January 1, 1989,  the Plan
satisfies  the  incidental  benefits  requirement  if the  distributions  to the
Participant  satisfied  the  MDIB  requirement  or if the  present  value of the
retirement benefits payable solely to the Participant is greater than 50% of the
present  value  of the  total  benefits  payable  to  the  Participant  and  his
Beneficiaries.  The Advisory  Committee must determine  whether  benefits to the
Beneficiary are

                                       39.
incidental as of the date the Trustee is to commence  payment of the  retirement
benefits  to the  Participant,  or as of any date the Trustee  redetermines  the
payment period to the Participant.

         The minimum  distribution for the first  distribution  calendar year is
due by the Participants  Required  Beginning Date. The minimum  distribution for
each subsequent distribution calendar year, including the calendar year in which
the Participant's  Required Beginning Date occurs, is due by December 31 of that
year. If the Participant receives  distribution in the form of a Nontransferable
Annuity  Contract,  the  distribution  satisfies  this  Section  6.02(A)  if the
contract  complies with the requirements of Code ss.401(a)(9) and the applicable
Treasury regulations.

(B)  Minimum  Distribution   Requirements  for  Beneficiaries.   The  method  of
distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9) and
the applicable Treasury regulations. If the participant's death occurs after his
Required  Beginning Date or, if earlier,  the date the Participant  commences an
irrevocable  annuity  pursuant  to  Section  6.04,  the method of payment to the
Beneficiary  must provide for completion of payment over a period which does not
exceed the  payment  period  which had  commenced  for the  Participant.  If the
Participant's  death  occurs  prior  to his  Required  Beginning  Date,  and the
Participant had not commenced an irrevocable  annuity  pursuant to Section 6.04,
the method of payment to the Beneficiary,  subject to Section 6.04, must provide
for completion of payment to the Beneficiary over a period not exceeding:  (i) 5
years after the date of the Participant's death; or (ii) if the Beneficiary is a
designated  Beneficiary,  the  designated  Beneficiary's  life  expectancy.  The
Advisory  Committee may not direct payment of the  Participant's  Nonforfeitable
Accrued  Benefit over a period  described in clause (ii) unless the Trustee will
commence  payment to the  designated  Beneficiary  no later than the December 31
following  the  close of the  calendar  year in which  the  Participant's  death
occurred  or, if later,  and the  designated  Beneficiary  is the  Participant's
surviving  spouse,  December 31 of the calendar year in which the  Participant's
surviving  spouse  would have  attained  age 70 1/2.  If the  Trustee  will make
distribution  in accordance  with clause (ii),  the minimum  distribution  for a
calendar year equals the Participant's  Nonforfeitable Accrued Benefit as of the
latest  valuation  date  preceding the beginning of the calendar year divided by
the designated  Beneficiary's  life expectancy.  The Advisory Committee must use
the unisex life expectancy multiples under Treas. Reg. ss.1.72-9 for purposes of
applying this paragraph.  The Advisory Committee,  only upon the written request
of the Participant or of the Participant's  surviving  spouse,  will recalculate
the life expectancy of the  Participant's  surviving  spouse not more frequently
than  annually,  but may not  recalculate  the lifer  expectancy  of a nonspouse
designated  Beneficiary  after the Trustee  commences  payment to the designated
Beneficiary.  The Advisory  Committee  will apply this paragraph by treating any
amount  paid  to  the  Participant's   child,   which  becomes  payable  to  the
Participant's  surviving spouse upon the child's  attaining the age of majority,
as paid to the Participant  surviving  spouse.  Upon the  Beneficiary's  written
request, the Advisory Committee must direct the Trustee to accelerate payment of
all, or any portion,  of the  Participant's  unpaid Accrued Benefit,  as soon as
administratively practicable following the effective date of that request.

     6.03 BENEFIT  PAYMENT  ELECTIONS.  Not earlier than 90 days,  but not later
than 30 days,  before the  Participant's  annuity  starting  date,  the Advisory
Committee must provide a benefit

                                       40.
notice to a Participant  who is eligible to make an election  under this Section
6.03. The benefit notice must explain the optional forms of benefit in the Plan,
including the material  features and relative  values of those options,  and the
Participant's  right to defer  distribution until he attains the later of Normal
Retirement Age or age 62.

         If a Participant  or Beneficiary  makes an election  prescribed by this
Section 6.03,  the Advisory  Committee will direct the Trustee to distribute the
Participant's  Nonforfeitable  Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the  requirements  of Section
6.02 and of Section 6.04. The  Participant or Beneficiary  must make an election
under this Section 6.03 by filing his  election  with the Advisory  Committee at
any time  before the Trustee  otherwise  would  commence to pay a  Participant's
Accrued Benefit in accordance with the requirements of Article VI.

(A) Participant Elections After Separation from Service. If the present value of
a Participant's  Nonforfeitable  Accrued Benefit exceeds $3,500, he may elect to
have the Trustee  commence  distribution as of any  distribution  date permitted
under the  Employer's  Adoption  Agreement  Section 6.03.  The  Participant  may
reconsider an election at any to the annuity starting date and elect to commence
distribution  as of any other  distribution  date permitted  under the Employees
Adoption Agreement Section 6.03. If the Participant is  partially-vested  in his
Accrued Benefit, an election under this Paragraph (A) to distribute prior to the
Participant's  incurring  a  Forfeiture  Break in Service (as defined in Section
5.08), must be in the form of a cash-out distribution (as defined in Article V).
A Participant may not receive a cash-out  distribution if, prior to the time the
Trustee  actually makes the cash-out  distribution,  the Participant  returns to
employment with the Employer. Following his attainment of Normal Retirement Age,
a Participant  who has separated from Service may elect  distribution  as of any
distribution  date,  irrespective  of the  elections  under  Adoption  Agreement
Section 6.03.

(B) Participant  Elections  Prior to Separation from Service.  The Employer must
specify in its Adoption  Agreement the distribution  election rights,  if any, a
Participant has prior to his Separation from Service. A Participant must make an
election  under  this  Section  6.03(B)  on a form  prescribed  by the  Advisory
Committee  at any time  during  the Plan Year for which  his  election  is to be
effective.  In his written election, the Participant must specify the percentage
or dollar amount he wishes the Trustee to  distribute to him. The  Participant's
election  relates  solely to the  percentage or dollar  amount  specified in his
election  form and his  right  to elect to  receive  an  amount,  if any,  for a
particular  Plan Year greater than the dollar amount or percentage  specified in
his election form  terminates on the  Accounting  Date.  The Trustee must make a
distribution to a Participant in accordance with his election under this Section
6.03(B)  within the 90 day period (or as soon as  administratively  practicable)
after the Participant  files his written election with the Trustee.  The Trustee
will distribute the balance of the Participant's Accrued Benefit not distributed
pursuant to his election(s) in accordance with the other distribution provisions
of this Plan.

(C) Death Benefit Elections.  If the present value of the deceased Participant's
Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's Beneficiary may
elect to have the Trustee

                                       41.
distribute the Participant's Nonforfeitable Accrued Benefit in a form and within
a period permitted under Section 6.02. The Beneficiary's  election is subject to
any restrictions  designated in writing by the Participant and not revoked as of
his date of death.

(D) Transitional Elections.  Notwithstanding the provisions of Sections 6.01 and
6.02 the Participant (or Beneficiary) signed a written distribution  designation
prior  to  January  1,  1994,  the  Advisory   Committee  must   distribute  the
Participant's   Nonforfeitable   Accrued   Benefit  in   accordance   with  that
designation,  subject however, to the survivor requirements,  if applicable,  of
Sections 6.04,  6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution  designation,  and the Advisory Committee will not comply with that
designation,  if any of the following  applies:  (1) the method of  distribution
would have  disqualified  the Plan under Code 401(a)(9) as in effect on December
31, 1983; (2) the Participant did not have an Accrued Benefit as of December 31,
1983; (3) the  distribution  designation does not specify the timing and form of
the distribution  and the death  Beneficiaries  (in order of priority);  (4) the
substitution of a Beneficiary  modifies the payment period of the  distribution;
or, (5) the Participant (or  Beneficiary)  modifies or revokes the  distribution
designation.  In the event of a revocation,  the Plan must distribute,  no later
than December 31 of the calendar  year  following  the year of  revocation,  the
amount which the  Participant  would have received under Section  6.02(A) if the
distribution  designation had not been in effect or, if the Beneficiary  revokes
the  distribution  designation,  the  amount  which the  Beneficiary  would have
received under Section 6.02(B) if the  distribution  designation had not been in
effect.  The Advisory Committee will apply this Section 6.03(D) to rollovers and
transfers  in  accordance  with  Part  J  of  the  Code  ss.401(a)(9)   Treasury
regulations.

         6.04     ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

(A) Joint and Survivor Annuity.  The Advisory  Committee must direct the Trustee
to  distribute  a married  or  unmarried  Participant's  Nonforfeitable  Accrued
Benefit  in the form of a  qualified  joint and  survivor  annuity,  unless  the
Participant makes a valid waiver election (described in Section 6.05) within the
90 day  period  ending on the  annuity  starting  date.  If,  as of the  annuity
starting  date,  the  Participant  is married,  a qualified  joint and  survivor
annuity is an immediate  annuity  which is  purchasable  with the  Participant's
Nonforfeitable  Accrued  Benefit  and  which  provides  a life  annuity  for the
Participant  and a  survivor  annuity  payable  for  the  remaining  life of the
Participant's surviving spouse equal to 50% of the amount of the annuity payable
during the life of the  Participant.  If, as of the annuity  starting  date, the
Participant  is not  married,  a  qualified  joint and  survivor  annuity  is an
immediate  life  annuity  for the  Participant  which  is  purchasable  with the
Participant's  Nonforfeitable Accrued Benefit. On or before the annuity starting
date, the Advisory Committee without Participant or spousal consent, must direct
the Trustee to pay the  Participant's  Nonforfeitable  Accrued Benefit in a lump
sum, in lieu of a qualified  joint and  survivor  annuity,  in  accordance  with
Section 6.01, if the Participant's Nonforfeitable Accrued Benefit is not greater
than  $3,500.  This  Section  6.04(A)  applies  only  to a  Participant  who has
completed at least one Hour of Service with the Employer after August 22, 1984.

                                       42.
(B) Preretirement  Survivor Annuity.  If a married Participant dies prior to his
annuity  starting  date,  the  Advisory  Committee  will  direct the  Trustee to
distribute a portion of the Participant's  Nonforfeitable Accrued Benefit to the
Participant's  surviving spouse in the form of a preretirement survivor annuity,
unless the  Participant  has a valid waiver  election  (as  described in Section
6.06) in effect,  or unless the  Participant  and his  spouse  were not  married
throughout the one year period ending on the date of his death. A  preretirement
survivor   annuity  is  an  annuity  which  is  purchasable   with  50%  of  the
Participant's  Nonforfeitable  Accrued Benefit (determined as of the date of the
Participant's  death)  and which is  payable  for the life of the  Participant's
surviving  spouse.   The  value  of  the   preretirement   survivor  annuity  is
attributable to Employer contributions and to Employee contributions in the same
proportion as the Participant's  Nonforfeitable  Accrued Benefit is attributable
to those contributions.  The portion of the Participant's Nonforfeitable Accrued
Benefit  not  payable  under this  paragraph  is  payable  to the  Participant's
Beneficiary,  in accordance with the other provisions of this Article VI. If the
present value of the preretirement  survivor annuity does not exceed $3,500, the
Advisory  Committee,  on or before the annuity  starting  date,  must direct the
Trustee to make a lump sum distribution to the  Participant's  surviving spouse,
in lieu of a preretirement  survivor annuity.  This Section 6.40(B) applies only
to a  Participant  who dies after August 22, 1984,  and either (i)  completes at
least one Hour of Service  with the  Employer  after  August 22,  1984,  or (ii)
separated  from Service with at least 10 Years of Service (as defined in Section
5.06) and  completed  at least one Hour of Service  with the  Employer in a Plan
Year beginning after December 31, 1975.

(C)  Surviving  Spouse  Elections.  If the  present  value of the  preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect to
have the Trustee commence payment of the  preretirement  survivor annuity at any
time  following  the date of the  Participant's  death,  but not later  than the
mandatory  distribution  periods described in Section 6.02, and may elect any of
the forms of  payment  described  in Section  6.02 in lieu of the  preretirement
survivor  annuity.  In the absence of an election by the surviving  spouse,  the
Advisory  Committee  must direct the  Trustee to  distribute  the  preretirement
survivor annuity on the first  distribution date following the close of the Plan
Year in which the latest of the following events occurs:  (i) the  Participant's
death;  (ii)  the  date  the  Advisory  Committee  receives  notification  of or
otherwise confirms the Participant's death; (iii) the date the Participant would
have attained Normal Retirement Age; or (iv) the date the Participant would have
attained age 62.

(D) Special  Rules.  If the  Participant  has in effect a valid waiver  election
regarding the qualified joint and survivor annuity or the preretirement survivor
annuity,  the  Advisory  Committee  must  direct the Trustee to  distribute  the
Participant's  Nonforfeitable  Accrued Benefit in accordance with Sections 6.01,
6.02  and  6.03.   The  Advisory   Committee   will  reduce  the   Participant's
Nonforfeitable  Accrued Benefit by any security interest (pursuant to any offset
rights  authorized  by  Section  10.03(E)  held  by  the  Plan  by  reason  of a
Participant  loan to  determine  the value of the  Participant's  Nonforfeitable
Accrued  Benefit  distributable  in the form of a qualified  joint and  survivor
annuity or preretirement  survivor  annuity,  provided any post-August 18, 1985,
loan satisfied the spousal consent requirement  described in Section 10.03(E) of
the Plan.  For  purposes of applying  this  Article VI, the  Advisory  Committee
treats a former spouse as the  Participant's  spouse or surviving  spouse to the
extent

                                       43.
provided under a qualified  domestic  relations order described in Section 6.07.
The  provisions  of this  Section  6.04,  and of Sections  6.05 and 6.06,  apply
separately to the portion of the  Participant's  Nonforfeitable  Accrued Benefit
subject to the  qualified  domestic  relations  order and to the  portion of the
Participant's Nonforfeitable Accrued Benefit not subject to that order.

(E) Profit  Sharing Plan  Election.  If this Plan is a profit  sharing plan, the
Employer must elect the extent to which the preceding provisions of Section 6.04
apply.  If the Employer  elects to apply this Section 6.04 only to a Participant
described in this Section 6.04(E), the preceding provisions of this Section 6.04
apply only to the following Participants: (1) a Participant as respects whom the
Plan is a direct or indirect  transferee  from a plan subject to the Code ss.417
requirements and the Plan received the transfer after December 31, 1984,  unless
the  transfer  is  an  elective  transfer  described  in  Section  13.06;  (2) a
Participant who elects a life annuity  distribution  (if Section 6.02 or Section
13.02 of the Plan  requires  the Plan to  provide  a life  annuity  distribution
option);  and (3) a  Participant  whose  benefits  under a defined  benefit plan
maintained by the Employer are offset by benefits  provided  under this Plan. If
the  Employer  elects  to  apply  this  Section  6.04 to all  Participants,  the
preceding provisions of this Section 6.04 apply to all Participants described in
the first two paragraphs of this Section 6.04, without regard to the limitations
of this Section  6.04(E).  Sections 6.05 and 6.06 only apply to  Participants to
whom the preceding provisions of this Section 6.04 apply.

6.05     WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.  Not earlier
than 90 days,  but not later  than 30 days,  before  the  Participant's  annuity
starting  date, the Advisory  Committee  must provide the  Participant a written
explanation  of the terms and  conditions  of the  qualified  joint and survivor
annuity, the Participant's right to make, and the effect of an election to waive
the joint and survivor form of benefit,  the rights of the Participant's  spouse
regarding  the waiver  election  and the  Participant's  right to make,  and the
effect of, a revocation of a waiver election. The Plan does not limit the number
of times the Participant may revoke a waiver of the qualified joint and survivor
annuity or make a new waiver during the election period.

         A married  Participant's  waiver  election is not valid  unless (a) the
Participant's  spouse  (to  whom the  survivor  annuity  is  payable  under  the
qualified  joint and survivor  annuity),  after the Participant has received the
written explanation  described in this Section 6.05, has consented in writing to
the  waiver  election,  the  spouse's  consent  acknowledges  the  effect of the
election,  and a notary public or the Plan Administrator (or his representative)
witnesses the spouse's consent, (b) the spouse consents to the alternate form of
payment  designated by the  Participant or to any change in that designated form
of  payment,  and (c)  unless  the  spouse  is the  Participant's  sole  primary
Beneficiary, the spouse consents to the Participant's Beneficiary designation or
to any change in the Participant's Beneficiary designation. The spouse's consent
to a waiver of the qualified joint and survivor  annuity is irrevocable,  unless
the Participant  revokes the waiver  election.  The spouse may execute a blanket
consent to any form of payment  designation  or to any  Beneficiary  designation
made by the  Participant,  if the  spouse  acknowledges  the right to limit that
consent to a specific  designation  but,  in writing,  waives  that  right.  The
consent  requirements  of this  Section  6.05  apply to a former  spouse  of the
Participant,  to the extent required under a qualified  domestic relations order
described in Section 6.07.

                                       44.
The Advisory  Committee  will accept as valid a waiver  election  which
does not satisfy the spousal  consent  requirements  if the  Advisory  Committee
establishes the Participant  does not have a spouse,  the Advisory  Committee is
not  able to  locate  the  Participant's  spouse,  the  Participant  is  legally
separated  or has been  abandoned  (within  the  meaning  of State  law) and the
Participant has a court order to that effect, or other circumstances exist under
which the Secretary of the Treasury will excuse the consent requirement.  If the
Participant's  spouse is legally incompetent to give consent, the spouse's legal
guardian (even if the guardian is the Participant) may give consent.

         6.06     WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY.  The
Advisory  Committee  must  provide a written  explanation  of the  preretirement
survivor annuity to each married Participant,  within the following period which
ends last:  (1) the period  beginning on the first day of the Plan Year in which
the  Participant  attains  age 32 and ending on the last day of the Plan Year in
which the Participant  attains age 34; (2) a reasonable period after an Employee
becomes a  Participant;  (3) a  reasonable  period  after the joint and survivor
rules become  applicable to the Participant;  or (4) a reasonable period after a
fully  subsidized   preretirement  survivor  annuity  no  longer  satisfies  the
requirements for a fully subsidized  benefit.  A reasonable  period described in
clauses (2), (3) and (4) is the period  beginning one year before and ending one
year after the  applicable  event.  If the  Participant  separates  from Service
before  attaining  age 35,  clauses  (1),  (2), (3) and (4) do not apply and the
Advisory  Committee  must  provide  the  written  explanation  within the period
beginning one year before and ending one year after the Separation from Service.
The written  explanation  must describe,  in a manner  consistent  with Treasury
regulations,  the terms and  conditions of the  preretirement  survivor  annuity
comparable  to the  explanation  of the  qualified  joint and  survivor  annuity
required  under  Section  6.05.  The Plan does not limit the number of times the
Participant may revoke a waiver of the preretirement  survivor annuity or make a
new waiver during the election period.

         A Participant's  waiver election of the preretirement  survivor annuity
is not valid  unless (a) the  Participant  makes the waiver  election no earlier
than the  first  day of the Plan  Year in  which he  attains  age 35 and (b) the
Participant's  spouse (to whom the  preretirement  survivor  annuity is payable)
satisfies the consent requirements  described in Section 6.05, except the spouse
need not consent to the form of benefit  payable to the designated  Beneficiary.
The  spouse's  consent to the waiver of the  preretirement  survivor  annuity is
irrevocable, unless the Participant revokes the waiver election. Irrespective of
the time of election  requirement  described  in clause (a), if the  Participant
separates  from  Service  prior to the  first  day of the Plan  Year in which he
attains age 35, the Advisory Committee will accept a waiver election as respects
the  Participant's  Accrued  Benefit  attributable  to his Service  prior to his
Separation  from Service.  Furthermore,  if a Participant  who has not separated
from Service makes a valid waiver election, except for the timing requirement of
clause (a), the Advisory  Committee will accept that election as valid, but only
until the first day of the Plan Year in which the Participant  attains age 35. A
waiver  election  described in this paragraph is not valid unless made after the
Participant has received the written explanation described in this Section 6.06.

     6.07 DISTRIBUTIONS  UNDER DOMESTIC  RELATIONS ORDERS.  Nothing contained in
this Plan prevents the Trustee, in accordance with the direction of the Advisory

                                       45.
Committee,  from complying with the provisions of a qualified domestic relations
order  (as  defined  in  Code  ss.414(p)).   This  Plan   specifically   permits
distribution to an alternate payee under a qualified domestic relations order at
any time,  irrespective  of whether the  Participant  has  attained his earliest
retirement age (as defined under Code ss.414(p))  under the Plan. A distribution
to an  alternate  payee  prior  to  the  Participant's  attainment  of  earliest
retirement age is available  only if: (1) the order  specifies  distribution  at
that time or permits an agreement  between the Plan and the  alternate  payee to
authorize an earlier distribution; and (2) if the present value of the alternate
payee's  benefits under the Plan exceeds  $3,500,  and the order  requires,  the
alternate   payee  consents  to  any   distribution   occurring   prior  to  the
Participant's  attainment  of  earliest  retirement  age.  The  Employer,  in an
addendum  to  its  Adoption   Agreement   numbered  6.07,  may  elect  to  limit
distribution  to an alternate  payee only when the  Participant has attained his
earliest  retirement  age under the Plan.  Nothing in this  Section 6.07 gives a
Participant a right to receive  distribution  at a time  otherwise not permitted
under  the Plan nor does it permit  the  alternate  payee to,  receive a form of
payment not otherwise permitted under the Plan.

         The  Advisory  Committee  must  establish   reasonable   procedures  to
determine the qualified status of a domestic  relations order.  Upon receiving a
domestic  relations  order,  the  Advisory  Committee  promptly  will notify the
Participant  and any  alternate  payee  named in the  order,  in  writing of the
receipt of the order and the Plan's  procedures  for  determining  the qualified
status of the order.  Within a  reasonable  period of time after  receiving  the
domestic  relations order,  the Advisory  Committee must determine the qualified
status of the order and must notify the Participant and each alternate payee, in
writing, of its determination.  The Advisory Committee must provide notice under
this paragraph by mailing to the individual's  address specified in the domestic
relations order, or in a manner consistent with Department of Labor regulations.

         If any portion of the Participant's  Nonforfeitable  Accrued Benefit is
payable during the period the Advisory  Committee is making its determination of
the qualified status of the domestic  relations  order,  the Advisory  Committee
must  make  a  separate  accounting  of the  amounts  payable.  If the  Advisory
Committee determines the order is a qualified domestic relations order within 18
months of the date amounts first are payable following receipt of the order, the
Advisory  Committee will direct the Trustee to distribute the payable amounts in
accordance  with  the  order.  If the  Advisory  Committee  does  not  make  its
determination  of  the  qualified  status  of  the  order  within  the  18-month
determination  period,  the  Advisory  Committee  will  direct  the  Trustee  to
distribute  the payable  amounts in the manner the Plan would  distribute if the
order did not exist and will  apply  the  order  prospectively  if the  Advisory
Committee later determines the order is a qualified domestic relations order.

         To the  extent  it is  not  inconsistent  with  the  provisions  of the
qualified  domestic  relations  order,  the  Advisory  Committee  may direct the
Trustee to invest any partitioned amount in a segregated  subaccount or separate
account and to invest the account in Federally insured, interest-bearing savings
account(s)  or time  deposit(s)  (or a combination  of both),  or in other fixed
income investments.  A segregated subaccount remains a part of the Trust, but it
alone  shares in any income it earns,  and it alone bears any expense or loss it
incurs. The Trustee will make any payments or

                                       46.
distributions,  required  under this Section 6.07 by separate  benefit checks or
other separate distribution to the alternate payee(s).

                                   ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

         7.01  INFORMATION  TO  COMMITTEE.  The  Employer  must  supply  current
information  to the Advisory  Committee as to the name,  date of birth,  date of
employment, annual compensation, leaves of absence, Years of Service and date of
termination  of  employment  of each Employee who is, or who will be eligible to
become, a Participant  under the Plan together with any other  information which
the Advisory  Committee  considers  necessary.  The Employer's records as to the
current  information  the  Employer  furnishes  to the  Advisory  Committee  are
conclusive as to all persons.

         7.02 NO LIABILITY. The Employer assumes no obligation or responsibility
to any of its  Employees,  Participants  or  Beneficiaries  for any  act of,  or
failure to act, on the part of its  Advisory  Committee  (unless the Employer is
the  Advisory  Committee),  the  Trustee,  the  Custodian,  if any,  or the Plan
Administrator (unless the Employer is the Plan Administrator).

         7.03  INDEMNITY OF CERTAIN  FIDUCIARIES.  Subject to the  provisions of
this Section  7.03,  to the full extent  permitted  by law,  the Employer  shall
indemnify  each past,  present  and  future  Plan  Administrator,  member of the
Advisory Committee and Trustee (or Custodian)  (hereinafter all such indemnified
persons  and  entities  shall  be  jointly  and  severally  referred  to as  the
"Indemnified  Party")  against,  and each  Indemnified  Party  shall be entitled
without  further act on his part to indemnity from the Employer for, any and all
losses,  liabilities,  costs and expenses  (including  the amount of  judgments,
court costs,  reasonable attorneys' fees, and the amount of approved settlements
made with a view to the  curtailment of costs of litigation,  other than amounts
paid to the Employer itself)  incurred by such  Indemnified  Party in connection
with or arising out of any pending,  threatened or anticipated  possible action,
suit or other proceeding,  including any investigation that might lead to such a
proceeding, in which he is or may be involved by reason of or in connection with
his being or having been a Plan Administrator, member of the Advisory Committee,
Trustee or  Custodian,  whether or not he continues to be a Plan  Administrator,
member of the Advisory Committee,  Trustee or Custodian at the time of incurring
any such losses, liabilities,  costs and expenses (collectively,  the "Losses");
provided,   however,   that  such  indemnity   shall  not  include  any  losses,
liabilities,  costs and  expenses  incurred by such  Indemnified  Party (i) with
respect to any matters as to which he is finally  adjudged  in any such  action,
suit or  proceeding  to have  been  guilty  of gross  negligence,  bad  faith or
intentional misconduct in the performance of his duties as a Plan Administrator,
member of the Advisory Committee,  Trustee or Custodian, or (ii) with respect to
any matter to the extent that a  settlement  thereof is effected in an amount in
excess of the amount  approved  by the  Employer,  which  approval  shall not be
unreasonably withheld.

         The Employer's  obligation hereunder to indemnify the Indemnified Party
shall  exist  without  regard to the cause or  causes of the  matters  for which
indemnity  is owed and  expressly  includes  (but is not limited to) the Losses,
directly or indirectly, relating to, based upon,, arising out of, or resulting

                                       47.
from any  conceivable  or possible  combination  of  negligence,  fault or wrong
doing,  it being the  express  specific  intent of the  Employer  to provide the
maximum possible  indemnification  protection hereunder,  but excluding any such
Losses  that are found by a court of  competent  jurisdiction  to have  resulted
solely from gross negligence, bad faith or intentional misconduct.

         No  right  of  indemnification  hereunder  shall be  available  to,  or
enforceable by, any such Indemnified Party unless,  within sixty (60) days after
his actual  receipt of  service  of  process in any such  action,  suit or other
proceeding (or such longer period as may be approved by the Employer),  he shall
have offered the Employer, in writing, the opportunity to handle and defend same
at its sole expense. The decision by the Employer to handle the proceeding shall
conclusively  determine that such Indemnified Party is entitled to the indemnity
provided herein unless then otherwise expressly agreed by the Indemnified Party.
Until and unless a final judicial  determination has been made that indemnity is
not applicable, all such Indemnified Party's expenses shall be promptly and

fully  paid or  reimbursed  by the  Employer  upon  demand by such  person.  The
foregoing right of indemnification  shall inure to the benefit of the successors
and  assigns,  and  of  the  heirs,   executors,   administrators  and  personal
representatives  of each such Indemnified  Party and shall be in addition to all
other rights to which each such Indemnified Party may be entitled as a matter of
law, contract, or otherwise. The indemnification provisions of this Section 7.03
shall not relieve any  Indemnified  Party from any  liability  he may have under
ERISA for breach of a fiduciary duty. Furthermore, any Indemnified Party and the
Employer may execute a letter agreement further  delineating the indemnification
agreement of this Section 7.03, provided the letter agreement must be consistent
with and does not violate ERISA. Subject to the above provisions of this Section
7.03,  the  indemnification  provisions  of this  Section  7.03  extend  to each
Indemnified  Party except to the extent provided by a letter agreement  executed
by the Employer and any person who otherwise would be an Indemnified Party under
this Section 7.03.

         7.04 EMPLOYER  DIRECTION OF  INVESTMENT.  The Employer has the right to
direct the Trustee with respect to the  investment and  re-investment  of assets
comprising the Trust Fund only if the Trustee consents in writing to permit such
direction.  If the Trustee  consents to Employer  direction of  investment,  the
Trustee and the Employer must execute a letter  agreement as a part of this Plan
containing  such   conditions,   limitations  and  other  provisions  they  deem
appropriate  before the Trustee will follow any  Employer  direction as respects
the investment or re-investment of any part of the Trust Fund.

         7.05 AMENDMENT TO VESTING  SCHEDULE.  Though the Employer  reserves the
right to amend the vesting schedule at any time, the Advisory Committee will not
apply the amended vesting  schedule to reduce the  Nonforfeitable  percentage of
any   Participant's   Accrued  Benefit   derived  from  Employer   contributions
(determined as of the later of the date the Employer  adopts the  amendment,  or
the  date  the  amendment  becomes  effective)  to a  percentage  less  than the
Nonforfeitable  percentage  computed  under  the  Plan  without  regard  to  the
amendment.  An amended vesting  schedule will apply to a Participant only if the
Participant  receives  credit  for at least  one Hour of  Service  after the new
schedule becomes effective.

                                       48.
If the Employer makes a permissible  amendment to the vesting schedule,
each Participant  having at least 3 Years of Service with the Employer may elect
to have the percentage of his Nonforfeitable  Accrued Benefit computed under the
Plan without regard to the amendment.  For Plan Years beginning prior to January
1, 1989,  the  election  described  in the  preceding  sentence  applies only to
Participants  having  at  least  5 Years  of  Service  with  the  Employer.  The
Participant must file his election with the Advisory Committee within 60 days of
the latest of (a) the Employer's  adoption of the  amendment;  (b) the effective
date of the  amendment;  or (c) his  receipt  of a copy  of the  amendment.  The
Advisory  Committee,  as soon as  practicable,  must  forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment,  the appropriate form upon which the
Participant may make an election to remain under the vesting  schedule  provided
under the Plan prior to the  amendment  and notice of the time within  which the
Participant  must make an election to remain under the prior  vesting  schedule.
The election  described in this Section 7.05 does not apply to a Participant  if
the amended vesting schedule provides for vesting at least as rapid at all times
as the vesting  schedule in effect prior to the amendment.  For purposes of this
Section 7.05, an amendment to the vesting  schedule  includes any Plan amendment
which  directly or  indirectly  affects the  computation  of the  Nonforfeitable
percentage  of an Employee's  rights to his Employer  derived  Accrued  Benefit.
Furthermore,  the  Advisory  Committee  must  treat  any  shift  in the  vesting
schedule, due to a change in the Plan's top heavy status, as an amendment to the
vesting schedule for purposes of this Section 7.05.

                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

         8.01  BENEFICIARY  DESIGNATION.  Any  Participant may from time to time
designate, in writing, any person or persons,  contingently or successively,  to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any life
insurance  payable to the  Participant's  Account) in the event of his death and
the  Participant  may  designate  the form and method of payment.  The  Advisory
Committee  will  prescribe the form for the written  designation  of Beneficiary
and, upon the  Participant's  filing the form with the Advisory  Committee,  the
form effectively  revokes all designations  filed prior to that date by the same
Participant.

(A)  Coordination  with  survivor  requirements.   If  the  joint  and  survivor
requirements of Article VI apply to the Participant,  this Section 8.01 does not
impose any special spousal consent requirements on the Participant's Beneficiary
designation.  However, in the absence of spousal consent (as required by Article
VI) to the Participant's  Beneficiary  designation:  (1) any waiver of the joint
and survivor annuity or of the pre-retirement survivor annuity is not valid; and
(2)  if  the  Participant   dies  prior  to  his  annuity   starting  date,  the
Participant's  Beneficiary  designation  will apply only apply to the portion of
the death benefit  which is not payable as a  pre-retirement  survivor  annuity.
Regarding  clause  (2),  if the  Participant's  surviving  spouse  is a  primary
Beneficiary under the Participant's  Beneficiary  designation,  the Trustee will
satisfy the spouse's interest in the Participant's  death benefit first from the
portion which is payable as a pre-retirement survivor annuity.

                                       49.
(B) Profit  sharing plan  exception.  If the Plan is a profit  sharing plan, the
Beneficiary  designation of a married Exempt Participant is not valid unless the
Participant's  spouse  consents (in a manner  described in Section  6.05) to the
Beneficiary  designation.  An "Exempt  Participant"  is a Participant who is not
subject  to the joint and  survivor  requirements  of Article  VI.  The  spousal
consent  requirement in this paragraph does not apply if the Exempt  Participant
and his spouse are not married throughout the one year period ending on the date
of the Participant's  death, or if the Participant's spouse is the Participant's
sole primary Beneficiary.

         8.02 NO BENEFICIARY  DESIGNATION/DEATH OF BENEFICIARY. If a Participant
fails  to  name  a  Beneficiary  in  accordance  with  Section  8.01,  or if the
Beneficiary  named by a Participant  predeceases  him, then the Trustee will pay
the Participant's Nonforfeitable Accrued Benefit in accordance with Section 6.02
in the following  order of priority,  unless the Employer  specifies a different
order of priority in an addendum to its Adoption Agreement, to:

         (a)      The Participant's surviving spouse;

         (b) The Participant's  surviving children,  including adopted children,
in equal shares;

         (c)      The Participant's surviving parents, in equal shares; or

         (d)      The Participant's estate.

         If the Beneficiary does not predecease the Participant,  but dies prior
to distribution of the Participant's entire Nonforfeitable  Accrued Benefit, the
Trustee  will  pay  the  remaining   Nonforfeitable   Accrued   Benefit  to  the
Beneficiary's estate unless the Participant's  Beneficiary  designation provides
otherwise or unless the Employer provides  otherwise in its Adoption  Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt Participants,
the  Employer  may not  specify a different  order of  priority in the  Adoption
Agreement  unless  the  Participant's  surviving  spouse  will be  first  in the
different order of priority.  The Advisory  Committee will direct the Trustee as
to the method and to whom the Trustee will make payment under this Section 8.02.

         8.03 PERSONAL DATA TO COMMITTEE.  Each Participant and each Beneficiary
of a deceased  Participant must furnish to the Advisory Committee such evidence,
data or information as the Advisory Committee  considers  necessary or desirable
for the purpose of  administrating  the Plan.  The  provisions  of this Plan are
effective for the benefit of each Participant upon the condition  precedent that
each Participant will furnish promptly full true and complete evidence, data and
information  when  requested  by the Advisory  Committee,  provided the Advisory
Committee  advises each  Participant of the effect of his failure to comply with
its request.

         8.04  ADDRESS  FOR  NOTIFICATION.  Each ant and each  Beneficiary  of a
deceased Participant must file with the Advisory Committee from time to time, in
writing,  his post office  address and any change of post  office  address.  Any
communication,  statement or notice addressed to a Participant,  or Beneficiary,
at his last post office address filed with the Advisory Committee, or

                                       50.
as shown on the records of the Employer, binds the Participant,  or Beneficiary,
for all purposes of this Plan.

         8.05  ASSIGNMENT OR ALIENATION.  Subject to Code ss.401(p)  relating to
qualified domestic relations orders, neither a Participant nor a Beneficiary may
anticipate, assign or alienate (either at law or in equity) any benefit provided
under  the Plan,  and the  Trustee  will not  recognize  any such  anticipation,
assignment or alienation.  Furthermore,  a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable process.

         8.06 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time
prescribed  by  ERISA  and  the   applicable   regulations,   must  furnish  all
Participants and Beneficiaries a summary  description of any material  amendment
to the Plan or notice of  discontinuance  of the Plan and all other  information
required by ERISA to be furnished without charge.

         8.07  LITIGATION  AGAINST THE TRUST. A court of competent  jurisdiction
may authorize any appropriate equitable relief to redress violations of ERISA or
to enforce any  provisions  of ERISA or the terms of the Plan.  A fiduciary  may
receive  reimbursement  of  expenses  properly  and  actually  incurred  in  the
performance of his duties with the Plan.

         8.08  INFORMATION  AVAILABLE.  Any  Participant  in  the  Plan  or  any
Beneficiary  may examine copies of the Plan  description,  latest annual report,
any bargaining agreement,  this Plan and Trust, contract or any other instrument
under which the Plan was established or is operated. The Plan Administrator will
maintain all of the items listed in this Section 8.08 in his office,  or in such
other place or places as he may  designate  from time to time in order to comply
with the  regulations  issued under ERISA,  for  examination  during  reasonable
business  hours.  Upon the written  request of a Participant or Beneficiary  the
Plan  Administrator  must h him with a copy of any item  listed in this  Section
8.08.  The Plan  Administrator  may make a reasonable  charge to the  requesting
person for the copy so furnished.

         8.09  APPEAL  PROCEDURE  FOR DENIAL OF  BENEFITS.  A  Participant  or a
Beneficiary  ("Claimant")  may file with the Advisory  Committee a written claim
for benefits,  if the  Participant  or Beneficiary  determines the  distribution
procedures of the Plan have not provided him his proper  Nonforfeitable  Accrued
Benefit.  The Advisory  Committee  must render a decision on the claim within 60
days of the Claimant's  written claim for benefits.  The Plan Administrator must
provide  adequate  notice in writing to the  Claimant  whose claim for  benefits
under the Plan the  Advisory  Committee  has  denied.  The Plan  Administrator's
notice to the Claimant must set forth:

         (a)      The specific reason for the denial;

         (b) Specific  references  to  pertinent  Plan  provisions  on which the
         Advisory Committee based its denial;

                                       51.
(c) A description of any additional material and information needed for
         the  Claimant  to  perfect  his  claim  and an  explanation  of why the
         material or information is needed; and

         (d)  That  any  appeal  the  Claimant  wishes  to make  of the  adverse
         determination  must be in writing to the Advisory  Committee  within 75
         days  after  receipt  of the Plan  Administrator's  notice of denial of
         benefits.  The Plan  Administrators  notice  must  further  advise  the
         Claimant  that  his  failure  to  appeal  the  action  to the  Advisory
         Committee in writing  within the 75-day period will render the Advisory
         Committee's determination final binding and conclusive.

         If the Claimant  should  appeal to the Advisory  Committee,  he, or his
duly  authorized  representative,  may submit,  in writing,  whatever issues and
comments he, or his duly  authorized  representative,  feels are pertinent.  The
Claimant,  or his duly  authorized  representative,  may review  pertinent  Plan
documents.  The Advisory  Committee  will  re-examine  all facts  related to the
appeal and make a final  determination  as to whether  the denial of benefits is
justified  under the  circumstances.  The  Advisory  Committee  must  advise the
Claimant of its decision  within 60 days of the Claimant's  written  request for
review,  unless  special  circumstances  (such  as a  hearing)  would  make  the
rendering of a decision within the 60-day limit unfeasible,  but in no event may
the Advisory Committee render a decision  respecting a denial for a for benefits
later than 120 days after its receipt of a request for review.

         The Plan Administrator's notice of denial of benefits must identify the
name of each member of the  Advisory  Committee  and the name and address of the
Advisory Committee member to whom the Claimant may forward his appeal.

         8.10 PARTICIPANT  DIRECTION OF INVESTMENT.  A Participant has the right
to direct the Trustee with respect to the  investment  or  re-investment  of the
assets  comprising  the  Participant's  individual  Account  only if the Trustee
consents  in  writing to permit  such  direction.  If the  Trustee  consents  to
Participant  direction of investment the Trustee will accept direction from each
Participant on a written election form (or other written  agreement),  as a part
of this Plan,  containing such conditions,  limitations and other provisions the
parties  deem  appropriate.  The  Trustee or, with the  Trustee's  consent,  the
Advisory Committee, may establish written procedures,  incorporated specifically
as part of this Plan, relating to Participant direction of investment under this
Section 8.10. The Trustee will maintain a segregated  investment  Account to the
extent a  Participant's  Account is subject to Participant  self-direction.  The
Trustee is not liable  for:-any  loss, nor is the Trustee liable for any breach,
resulting  from a Pa  ant's  direction  of the  investment  of any  part  of his
directed Account.

         The Advisory Committee, to the extent provided in a written loan policy
adopted  under  Section  9.04,  will  treat a loan  made to a  Participant  as a
Participant  direction of  investment  under this Section 8.10. To the extent of
the loan  outstanding  at any time,  the borrowing  Participant's  Account alone
shares in any interest paid on the loan,  and it alone bears any expense or loss
it incurs in connection  with the loan.  The Trustee may retain any principal or
interest  paid  on the  borrowing  Participant's  loan  in an  interest  bearing
segregated Account on behalf of the borrowing

                                       52.
Participant  until  the  Trustee  (or  the  Named  Fiduciary,  in the  case of a
nondiscretionary  Trustee)  deems it  appropriate  to add the amount paid to the
Participant's separate Account under the Plan.

         If the Trustee  consents to Participant  direction of investment of his
Account,   the  Plan  treats  any  post-December  31,  1981,   investment  by  a
Participant's  directed Account in collectibles (as defined by Code ss.408(m) as
deemed distribution to the Participant for Federal income tax purposes.

                                   ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

         9.01  MEMBERS'  COMPENSATION,  EXPENSES.  The Employer  must appoint an
Advisory  Committee to administer  the Plan, the members of which may or may not
be  Participants  in the  Plan,  or which may be the Plan  Administrator  acting
alone.  In  the  absence  of  an  Advisory  Committee   appointment,   the  Plan
Administrator  assumes the powers,  duties and  responsibilities of the Advisory
Committee. The members of the Advisory Committee will serve without compensation
for  services as such,  but the  Employer  will pay all expenses of the Advisory
Committee,  except to the  extent  the Trust  properly  pays for such  expenses,
pursuant to Article X.

         9.02 TERMS.  Each member of the  Advisory  Committee  serves  until the
appointment of his successor.

         9.03  POWERS.  In case of a vacancy in the  membership  of the Advisory
Committee,  the remaining members of the Advisory Committee may exercise any and
all of the powers, authority,  duties and discretion conferred upon the Advisory
Committee pending the filing of the vacancy.

          9.04 GENERAL.  The Advisory  Committee  has the  following  powers and
     duties:

          (a) To select a  Secretary,  who need not be a member of the  Advisory
          Committee;

         (b)  To  determine  the  rights  of   eligibility  of  an  Employee  to
         participate in the Plan, the value of a  Participant's  Accrued benefit
         and  the  Nonforfeitable   percentage  of  each  Participant's  Accrued
         Benefit;

         (c) To  construe  and  enforce  the terms of the Plan and the rules and
         regulations it adopts;  including  interpretation of the Plan documents
         and documents related to the Plan's operation;

          (e)  To direct the Trustee as respects the crediting and  distribution
               of the Trust;

         (f) To review and render decisions respecting a claim for (or denial of
         a claim for) a benefit under the Plan;

                                       53.
(g) To furnish the  Employer  with  information  which the Employer may
         require for tax or other purposes;

         (h) To engage  the  service  of agents  whom it may deem  advisable  to
         assist it with the performance of its duties;

         I) To engage  the  service  of an  Investment  Manger or  Managers  (as
         defined  in ERISA  ss.3(38),  each of whom  will  have  full  power and
         authority  to manage,  acquire or dispose (or direct the  Trustee  with
         respect to  acquisition  or  disposition)  of any Plan asset  under its
         control;

         (j) To establish,  in its sole discretion,  a nondiscriminatory  policy
         (see Section  9.04(A))  which the Trustee must observe in making loans,
         if any, to Participants and Beneficiaries; and

         (k) To establish  and maintain a funding  standard  account and to make
         credits  and  charges to the  account to the extent  required by and in
         accordance with the provisions of the Code.

         The Advisory  Committee  must  exercise  all of its powers,  duties and
discretion under the Plan in a uniform and nondiscriminatory manner.

(A) Loan Policy.  If the Advisory  Committee  adopts a loan policy,  pursuant to
paragraph (j), the loan policy must be a written document and must include:  (1)
the identity of the person or positions authorized to administer the participant
loan program;  (2) a procedure  for applying for the loan;  (3) the criteria for
approving  or  denying a loan;  (4) the  limitations,  if any,  on the types and
amounts of loans available;  (5) the procedure for determining a reasonable rate
of interest;  (6) the types of collateral which may secure the loan; and (7) the
events  constituting  default and the steps the Plan will take to preserve  plan
assets in the event of default.  This Section 9.04  specifically  incorporates a
written loan policy as part of the Employer's Plan.

         9.05 FUNDING POLICY. The Advisory Committee will review, not less often
than  annually,  all pertinent  Employee  information  and Plan data in order to
establish  the  funding  policy  of the Plan and to  determine  the  appropriate
methods of  carrying  out the Plan's  objective.  The  Advisory  Committee  must
communicate  periodically,  as it deems  appropriate,  to the Trustee and to any
Plan Investment  Manger the Plan's  short-term and long-term  financial needs so
investment policy can be coordinated with Plan financial requirements.

     9.06 MANNER OF ACTION.  The decision of a majority of the members appointed
and qualified controls.

     9.07 AUTHORIZED  REPRESENTATIVE.  The Advisory  Committee may authorize any
one of its  members,  or its  Secretary,  to sign  on its  behalf  any  notices,
directions, applications,

                                       54.
certificates,  consents,  approvals,  waivers,  letters or other documents.  The
Advisory  Committee must evidence this authority by an instrument  signed by all
members and filed with the Trustee.

         9.08 INTERESTED  MEMBER. No member of the Advisory Committee may decide
or  determine  any  matter  concerning  the  distribution,  nature  or method of
settlement of his own benefits under the Plan,  except in exercising an election
available  to that  member in his  capacity  as a  participant,  unless the Plan
Administrator is acting alone in the capacity of the Advisory Committee.

         9.09  INDIVIDUAL  ACCOUNTS.  The Advisory  Committee will maintain,  or
direct the Trustee to maintain, a separate Account, or multiple Accounts, in the
name of each Participant to reflect the Participant's  Accrued Benefit under the
Plan, If a Participant  re-enters the Plan subsequent to his having a Forfeiture
Break in Service,  the  Advisory  Committee,  or the  Trustee,  must  maintain a
separate Account for the Participant's  pre-Forfeiture  Break in Service Accrued
Benefit and a separate Account for his post-Forfeiture  Break in Service Accrued
Benefit,  unless the Participant's entire Accrued Benefit under the Plan is 100%
Nonforfeitable.

         The  Advisory  Committee  will make its  allocations,  or  request  the
Trustee  to  make  its  allocations,  to the  Accounts  of the  Participants  in
accordance  with the  provisions  of Section  9.11.  The Advisory  Committee may
direct the Trustee to maintain a temporary segregated  investment Account in the
name  of a  Participant  to  prevent  a  distortion  of  income,  gain  or  loss
allocations under Section 9.11. The Advisory  Committee must maintain records of
its activities.

         9.10     VALUE OF PARTICIPANT'S ACCRUED BENEFIT.  The value of each
Participant's  Accrued Benefit  consists of that proportion of the net worth (at
fair market value) of the Employer's  Trust Fund which the net credit balance in
his  Account  (exclusive  of the cash  value  of  incidental  benefit  insurance
contracts)  bears to the total net credit balance in the Accounts  (exclusive of
the  cash  value  of  the  incidental   benefit  insurance   contracts)  of  all
Participants  plus the cash surrender value of any incidental  benefit insurance
contracts held by the Trustee on the Participant's life.

         For  purposes  of  a  distribution  under  the  Plan,  the  value  of a
Participant's  Accrued Benefit is its value as of the valuation date immediately
preceding  the  date  of  the  distribution.  Any  distribution  (other  than  a
distribution  from  a  segregated  Account)  made  to a  Participant  (or to his
Beneficiary)  more than 90 days after the most recent valuation date may include
interest on the amount of the  distribution as an expense of the Trust Fund. The
interest,  if  any,  accrues  from  such  valuation  date  to  the  date  of the
distribution at the rate established in the Employer's Adoption Agreement.

         9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN. A "valuation date"
under  this  Plan is each  Accounting  Date  and  each  interim  valuation  date
determined  under Section  10.14.  As of each date the Advisory  Committee  must
adjust Accounts to reflect net

                                       55.
income,  gain or loss since the last valuation date. The valuation period is the
period beginning the day after the last valuation date and ending on the current
valuation date.

(A) Trust Fund Accounts.  The allocation  provisions of this paragraph  apply to
all Participant Accounts other than segregated investment Accounts. The Advisory
Committee first will adjust the Participant Accounts, as those Accounts stood at
the beginning of the current  valuation period, by reducing the Accounts for any
forfeitures  arising  under  Section  5.09 or under  Section  9.14,  for amounts
charged during the valuation  period to the Accounts in accordance  with Section
9.13  (relating  to  distributions)  and Section  11.01  (relating  to insurance
premiums), and for the cash value of incidental benefit insurance contracts. The
Advisory Committee then, subject to the restoration  allocation  requirements of
Section 5.04 or of Section 9.14,  will allocate the net income,  gain or loss is
the net income (or net loss),  including  the  increase  or decrease in the fair
market value of assets, since the last valuation date.

(B) Segregated Investment Accounts. A segregated investment Account receives all
income it earns and bears all expense or loss it incurs.  The Advisory Committee
will adopt uniform and  nondiscriminatory  procedures for determining  income or
loss of a segregated  investment  Account in a manner which reasonably  reflects
investment  directions relating to pooled investments and investment  directions
occurring  during a valuation  period.  As of the valuation  date,  the Advisory
Committee  must reduce a segregated  Account for any  forfeiture  arising  under
Section  5.09  after the  Advisory  Committee  has made all  other  allocations,
changes or adjustments to the Account for the Plan Year.

(C) Additional  rules. An Excess Amount or suspense account  described in Part 2
of Article  III does not share in the  allocation  of net  income,  gain or loss
described  in Section  9.11.  If the  Employer  maintains  its Plan under a Code
ss.401(k) Adoption Agreement, the Employer may specify in its Adoption Agreement
alternate  valuation  provisions  authorized  by that Adoption  Agreement.  This
Section 9.11 applies solely to the allocation of net income, gain or loss of the
Trust.  The Advisory  Committee  will  allocate the Employer  contributions  and
Participant forfeitures, if any, in accordance with Article III.

         9.12 INDIVIDUAL STATEMENT.  As soon as practicable after the Accounting
Date of each  Plan  Year,  but  within  the time  prescribed  by  ERISA  and the
regulations under ERISA, the Plan Administrator will deliver to each Participant
(and to each  Beneficiary)  a statement  reflecting the condition of his Accrued
Benefit in the Trust as of that date and such other  information  ERISA required
may be furnished the Participant or Beneficiary. No Participant, except a member
of the Advisory  Committee,  has the right to inspect the records reflecting the
Account of any other Participant.

     9.13 ACCOUNT  CHARGED.  The Advisory  Committee will charge a Participant's
Account for all distributions made from that Account to the Participant,  to his
Beneficiary or to

                                       56.
an alternate  payee.  The Advisory  Committee  also will charge a  Participant's
Account for any administrative expenses incurred by the Plan directly related to
that Account.

         9.14 UNCLAIMED ACCOUNT PROCEDURE.  The Plan does not require either the
Trustee or the Advisory Committee to search for, or to ascertain the whereabouts
of,  any  Participant  of  Beneficiary.   At  the  time  the   Participant's  or
Beneficiary's  benefit  becomes  distributable  under  Article VI, the  Advisory
Committee,  by certified or registered  mail addressed to his last known address
of  record  with  the  Advisory  Committee  or the  Employer,  must  notify  any
Participant,  or Beneficiary,  that he is entitled to a distribution  under this
Plan.  The notice must quote the  provisions  of this Section 9.14 and otherwise
must comply with the notice  requirements of Article VI. If the Participant,  or
Beneficiary, fails to claim his distributive share or make his whereabouts known
in writing to the Advisory Committee within 6 months from the date of mailing of
the notice, the Advisory Committee will treat the Participant's or Beneficiary's
unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed
payable Accrued Benefit in accordance with Section 3.05. A forfeiture under this
paragraph will occur at the end of the notice period or, if later,  the earliest
date  applicable  Treasury  regulations  would  permit the  forfeiture.  Pending
forfeiture,  the Advisory  Committee,  following  the  expiration  of the notice
period, may direct the Trustee to segregate the  Nonforfeitable  Accrued Benefit
in a  segregated  Account and to invest  that  segregated  Account in  Federally
insured  interest bearing savings accounts or time deposits (or in a combination
of both), or in other fixed income investments.

         If a Participant  or  Beneficiary  who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section 9.14
makes a claim,  at any time,  for his forfeited  Accrued  Benefit,  the Advisory
Committee must restore the  Participant's  or  Beneficiary's  forfeited  Accrued
Benefit to the same dollar  amount as the dollar  amount of the Accrued  Benefit
forfeited,  unadjusted for any gains or losses occurring  subsequent to the date
of the forfeiture.  The Advisory  Committee will make the restoration during the
Plan Year in which the  Participant or Beneficiary  makes the claim,  first from
the amount, if any, of Participant  forfeitures the Advisory Committee otherwise
would  allocate  for the Plan Year,  then from the amount,  if any, of the Trust
Fund net  income  or gain  for the Plan  Year  and  then  from  the  amount,  or
additional amount, the Employer  contributes to enable the Advisory Committee to
make the required restoration. The Advisory Committee must direct the Trustee to
distribute the  Participant's or  Beneficiary's  restored Accrued Benefit to him
not later  than 60 days  after the close of the Plan Year in which the  Advisory
Committee restores the forfeited Accrued Benefit.  The forfeiture  provisions of
this  Section  9.14 apply solely to the  Participant's  or to the  Beneficiary's
Accrued Benefit derived from Employer contributions.

                                    ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

                                       57.
10.01 ACCEPTANCE.  The Trustee accepts the Trust created under the Plan
and agrees to perform the obligations imposed. The Trustee must provide bond for
the faithful performance of its duties under the Trust to the extent required by
ERISA.

         10.02  RECEIPT-OF  CONTRIBUTIONS.  The  Trustee is  accountable  to the
Employer for the funds contributed to it by the Employer,  but does not have any
duty to see that the  contributions  received  comply with the provisions of the
Plan. Trustee is not obliged to collect any contributions from the Employer, nor
is obliged to see that funds  deposited  with it are deposited  according to the
provisions of the Plan.

         10.03    INVESTMENT POWERS.

(A) Discretionary  Trustee Designation.  If the Employer,  in Adoption Agreement
Section 1.02,  designates the Trustee to administer the Trust as a discretionary
Trustee,  then the Trustee has full  discretion and authority with regard to the
investment  of the Trust  Fund,  except  with  respect to a Plan asset under the
control or direction of a properly appointed  Investment Manager or with respect
to a Plan asset properly subject to Employer,  Participant or Advisory Committee
direction of investment.  The Trustee must coordinate its investment policy with
Plan  financial  needs as  communicated  to it by the  Advisory  Committee.  The
Trustee is authorized  and  empowered,  but not by way of  limitation,  with the
following powers, rights and duties:

         (a) To  invest  any  part or all of the  Trust  Fund in any  common  or
         preferred stocks, open-end or closed-end mutual funds (including mutual
         funds  established  and maintained as collective  investment  funds for
         trust accounts by the Trustee or its  affiliate),  put and call options
         traded on a national  exchange,  United States  retirement  plan bonds,
         corporate bonds, debentures,  convertible debentures, commercial paper,
         U.S.  Treasury  Bills U.S.  Treasury notes and other direct or indirect
         obligations of the United States  Government or its agencies,  improved
         or  unimproved  real  estate  situated  in the United  States,  limited
         partnerships,  insurance  contracts  of  any  type,  mortgages,  notes,
         including  but not limited to master  notes,  or other  property of any
         kind,  real or personal or mixed,  whether  tangible or  intangible  or
         productive  of  income,  to buy or sell  options  on common  stock on a
         nationally  recognized  exchange with or without holding the underlying
         common  stock,  to buy and  sell  commodities,  commodity  options  and
         contracts for the future delivery of commodities, and to make any other
         investments  the Trustee deems  appropriate,  as a prudent man would do
         under like circumstances with due regard for the purposes of this Plan.
         Any investment  made or retained by the Trustee in good faith is proper
         but must be of a kind constituting a diversification  considered by law
         suitable for trust investments.

         (b) To  retain  in  cash  so much  of the  Trust  Fund  as it may  deem
         advisable to satisfy the liquidity needs of the Plan and to deposit any
         cash held in the Trust fund in a bank  account at  reasonable  interest
         and to hold  uninvested  at any time,  without  liability  for interest
         thereon for a reasonable  period of time,  any amount of money received
         by the Trustee or raised by

                                       58.
the Trustee from the sale of investments  or otherwise  until same can
          be reinvested or disbursed.

         (c)  To  invest,  if  the  Trustee  is  a  bank  or  similar  financial
         institution  supervised by the United States or by a State, in any type
         of deposit of the Trustee (or of a bank  related to the Trustee  within
         the meaning of Code ss.414(b)) at a reasonable rate of interest or in a
         common trust fund,  as  described  in Code  ss.584,  or in a collective
         investment  fund, the provisions of which govern the investment of such
         assets and which the Plan  incorporates  by this  reference,  which the
         Trustee  (or its  affiliate,  as  defined  in Code  ss.1504)  maintains
         exclusively for the collective  investment of money  contributed by the
         bank (or the  affiliate) in its capacity as trustee and which  conforms
         to the rules of the Comptroller of the Currency.

         (d) To manage,  sell,  contract  to sell,  grant  options to  purchase,
         convey, exchange, transfer, abandon, improve, repair, insure, lease for
         any term even though  commencing in the future or extending  beyond the
         term of the  Trust,  and  otherwise  deal  with all  property,  real or
         personal, in such manner, for such considerations and on such terms and
         conditions as the Trustee decides.

         (e) To credit and  distribute  the Trust as  directed  by the  Advisory
         Committee.  The  Trustee is not  obliged  to inquire as to whether  any
         payee  or  distributee  is  entitled  to any  payment  or  whether  the
         distribution  is proper or within  the terms of the Plan,  or as to the
         manner  of  making  any  payment  or   distribution.   The  Trustee  is
         accountable  only  to  the  Advisory   Committee  for  any  payment  or
         distribution  made by it in good faith on the order or direction of the
         Advisory Committee.

         (f) To borrow  money,  to assume  indebtedness,  extend  mortgages  and
         encumber by mortgage or pledge.

          (g)  To compromise,  contest, arbitrate or abandon claims and demands,
               in its discretion.

         (h) To  have  with  respect  to the  Trust  all  of  the  rights  of an
         individual owner,  including the power to give proxies,  to participate
         in any voting trusts, mergers,  consolidations or liquidations,  and to
         exercise or sell stock subscriptions or conversion rights.

         (i) To lease for oil,  gas and  other  mineral  purposes  and to create
         mineral  severances  by  grant  or  reservation;  to  pool  or  unitize
         interests in oil, gas and other  minerals;  and to enter into operating
         agreements and to execute division and transfer orders.

         (j) To hold any securities or other property in the name of the Trustee
         or its nominee,  with  depositories or agent  depositories,  in Federal
         Reserve  Book-Entry  or bearer  form or in another  form as it may deem
         best without disclosing the relationship.

                                       59.
(k) To perform  any and all other  acts in its  judgment  necessary  or
         appropriate for the proper and advantageous management,  investment and
         distribution of the Trust.

         (1) To retain  any funds or  property  subject to any  dispute  without
         liability for the payment of interest and to decline to make payment or
         delivery of the funds or property until final adjudication is made by a
         court of competent jurisdiction.

         (m)      To file all tax returns required of the Trustee.

         (n) To furnish to the Employer, the Plan Administrator and the Advisory
         Committee an annual  statement of account  showing the condition of the
         Trust  Fund and all  investments,  receipts,  disbursements  and  other
         transactions  effected by the Trustee  during the Plan Year  covered by
         the  statement and also stating the assets of the Trust held at the end
         of the  Plan  Year,  which  accounts  are  conclusive  on all  persons,
         including  the  Employer,  the  Plan  Administrator  and  the  Advisory
         Committee,  except as to any act or  transaction  concerning  which the
         Employer,  the Plan  Administrator or the Advisory Committee files with
         the Trustee written  exceptions or objections  within 90 days after the
         receipt of the accounts or for which ERISA  authorizes a longer  period
         within which to object. Nothing herein contained shall impair the right
         of the Trustee to a judicial settlement,  in any state or federal court
         of  competent   jurisdiction,   of  any  account  including  the  final
         accounting, rendered by the Trustee.

         (o) To begin, maintain or defend any litigation necessary in connection
         with the  administration  of the Plan,  except  that the Trustee is not
         obliged or required to do so unless indemnified to its satisfaction.

         (p) To  invest  any of the  funds  of the  Trust  into  the  Retirement
         Investment  Trust,  or  any  other  open-end,  diversified,  management
         investment  company that is specified in an addendum to the  Employer's
         Adoption  Agreement  and that offers  collective  investment  funds for
         retirement   accounts  as  to  which  Texas   Commerce   Bank  National
         Association or any affiliated bank serves as a trustee.

         (q) To exercise all the rights,  powers,  options and privileges now or
         hereafter granted to trustees under applicable state law (as defined in
         Section  12.07),  except such as conflict with the terms of the Plan or
         ERISA. The Trustee shall have, hold, manage,  control,  use, invest and
         reinvest, disburse and dispose of the Trust Fund as if the Trustee were
         the owner  thereof in fee simple  instead of in trust,  subject only to
         such limitations as are required under applicable state law (as defined
         in Section 12.07) that cannot be waived, and subject to ERISA.

(B)  Nondiscretionary  Trustee  Designation/Appointment  of  Custodian.  If  the
Employer,  in its Adoption  Agreement  Section 1.02,  designates  the Trustee to
administer the Trust as -a nondiscretionary  Trustee,  then the Trustee will not
have any  discretion  or authority  with regard to the  investment  of the Trust
Fund, but must act solely as a directed trustee of the funs contributed to

                                       60.
it. A  nondiscretionary  Trustee,  as  directed  trustee of the funds held by it
under the Employer's  Plan, is authorized  and empowered,  by way of limitation,
with the following powers, rights and duties, each of which the nondiscretionary
Trustee  exercises  solely as directed  trustee in  accordance  with the written
direction of the Named  Fiduciary  (except to the extent a Plan asset is subject
to the control and  management  of a properly  appointed  Investment  Manager or
subject to Advisory Committee or Participant direction of investment):

         (a) To  invest  any  part or all of the  Trust  Fund in any  common  or
         preferred stocks, open-end or closed-end mutual funds (including mutual
         funds  established  and maintained as collective  investment  funds for
         trust accounts by the Trustee or its  affiliate),  put and call options
         traded on a national  exchange,  United States  retirement  plan bonds,
         corporate bonds, debentures,  convertible debentures, commercial paper,
         U.S.  Treasury Bills,  U.S. Treasury notes and other direct or indirect
         obligations of the United States  Government or its agencies,  improved
         or  unimproved  real  estate  situated  in the  United  States  limited
         partnerships,  insurance  contracts  of  any  type,  mortgages,  notes,
         including  or not  limited to master  notes,  or other  property of any
         kind,  real or personal or mixed,  whether  tangible or  intangible  or
         productive  of  income,  to buy or sell  options  on common  stock on a
         nationally  recognized  exchange with or without holding the underlying
         common  stock,  to buy and  sell  commodities,  commodity  options  and
         contracts for the future delivery of commodities, and to make any other
         investments the Named Fiduciary deems appropriate.

         (b) To retain in cash so much of the Trust Fund as the Named  Fiduciary
         may direct in writing  to  satisfy  liquidity  needs of the Plan and to
         deposit any cash held in the Trust Fund in a bank account at reasonable
         interest,  including,  specific  authority  to  invest  in any  type of
         deposit of the Trustee (or of a bank related to the Trustee  within the
         meaning  of Code  Section  414(b) at  reasonable  interest  and to hold
         uninvested  at any time as  directed  by the Named  Fiduciary,  without
         liability  for interest  thereon for a reasonable  period of time,  any
         amount of money  received by the Trustee or raised by the Trustee  from
         the sale of  investments  or otherwise  until same can be reinvested or
         disbursed.

         (c) To sell,  contract  to sell,  grant  options to  purchase,  convey,
         exchange,  transfer,  abandon,  improve,  repair, insure, lease for any
         term even though  commencing in the future or extending beyond the term
         of the Trust, and otherwise deal with all property, real or personal in
         such manner,  for such  considerations and on such terms and conditions
         as the Named Fiduciary directs in writing.

         (d) To credit and  distribute  the Trust as  directed  by the  Advisory
         Committee.  The  Trustee is not  obliged  to inquire as to whether  any
         payee  or  distributee  is  entitled  to any  payment  or  whether  the
         distribution  is proper  or  within  the terms of the Plan or as to the
         manner  of  making  any  payment  or   distribution.   The  Trustee  is
         accountable  only  to  the  Advisory   Committee  for  any  payment  or
         distribution  made by it in good faith on the order or direction of the
         Advisory Committee.

                                       61.
(e) To borrow  -money,  to assume  indebtedness,  extend  mortgages and
         encumber by mortgage or pledge.

         (f) To  have  with  respect  to the  Trust  all  of  the  rights  of an
         individual owner,  including the power to give proxies,  to participate
         in any voting trusts, mergers,  consolidations or liquidations,  and to
         exercise or sell stock subscriptions or conversion rights, provided the
         exercise  of any such powers is in  accordance  with and at the written
         direction of the Named Fiduciary.

         (g) To lease for oil,  gas and  other  mineral  purposes  and to create
         mineral  severances  by  grant  or  reservation;  to  pool  or  unitize
         interests in oil, gas and other  minerals;  and to enter into operating
         agreements and to execute  division and transfer  orders,  provided the
         exercise  of any such powers is in  accordance  with and at the written
         direction of the Named Fiduciary.

         (h) To  hold  any  securities  or  other  property  in the  name of the
         nondiscretionary  Trustee or its nominee,  with  depositories  or agent
         depositories,  in  Federal  Reserve  Book-Entry  or  bearer  form or in
         another  form as the Named  Fiduciary  may deem  best,  with or without
         disclosing the custodial relationship.

         (i) To retain  any funds or  property  subject to any  dispute  without
         liability  for the payment of interest,  and to decline to make payment
         or  delivery  of the  funds  or  property  until a court  of  competent
         jurisdiction makes final adjudication.

         (j) To file all tax returns required of the Trustee.

         (k)  To  furnish  to  the  Named  Fiduciary,  the  Employer,  the  Plan
         Administrator and the Advisory Committee an annual statement of account
         showing the condition of the Trust Fund and all investments,  receipts,
         disbursements and other transactions  effected by the  nondiscretionary
         Trustee  during the Plan Year covered by the statement and also stating
         the  assets  of the  Trust  held at the  end of the  Plan  Year,  which
         accounts are conclusive on all persons,  including the Named Fiduciary,
         the Employer, the Plan Administrator and the Advisory Committee, except
         as to any act or transaction concerning which the Named Fiduciary,  the
         Employer,  the Plan  Administrator or the Advisory Committee files with
         the nondiscretionary Trustee written exceptions or objections within 90
         days after the receipt of the accounts or for which ERISA  authorizes a
         longer period within which to object.  Nothing herein  contained  shall
         impair  the  right  of  the  nondiscretionary  Trustee  to  a  judicial
         settlement, in any state or federal court of competent jurisdiction, of
         any  account   including   the  final   accounting,   rendered  by  the
         nondiscretionary Trustee.

         (l) To begin, maintain or defend any litigation necessary in connection
         with the  administration  of the Plan,  except  that the Trustee is not
         obliged or required to do so unless indemnified to its satisfaction.

                                       62.
(m) To exercise all the rights,  powers,  options and privileges now or
         hereafter granted to trustees under applicable state law (as defined in
         Section  12.07),  except such as conflict with the terms of the Plan or
         ERISA. The Trustee shall have, hold, manage,  control,  use, invest and
         reinvest, disburse and dispose of the Trust Fund as if the Trustee were
         the owner  thereof in fee simple  instead of in trust,  subject only to
         such limitations as are required under applicable state law (as defined
         in Section 12.07) that cannot be waived, and subject to ERISA.

         (n) To  invest  any of the  funds  of the  Trust  into  the  Retirement
         Investment  Trust,  or  any  other  open-end,  diversified,  management
         investment  company that is specified in an addendum to the  Employer's
         Adoption  Agreement  and that offers  collective  investment  funds for
         retirement   accounts  as  to  which  Texas   Commerce   Bank  National
         Association or any affiliated bank serves as a trustee.

         Appointment  of Custodian.  The Employer may appoint a Custodian  under
the Plan, the acceptance by the Custodian indicated on the execution page of the
Employer's  Adoption  Agreement.  If the  Employer  appoints  a  Custodian,  the
Employer's  Plan must have a  discretionary  Trustee,  as  described  in Section
10.03(A).   A  Custodian   has  the  same   powers,   rights  and  duties  as  a
nondiscretionary  Trustee, as described in this Section 10.03(B).  The Custodian
accepts the terms of the Plan and Trust by  executing  the  Employer's  Adoption
Agreement.  Any  reference  in the Plan to a Trustee  also is a  reference  to a
Custodian where the context of the Plan dictates.  A limitation of the Trustee's
liability  by Plan  provision  also  acts  as a  limitation  of the  Custodian's
liability.  Any action  taken by the  Custodian at the  discretionary  Trustee's
direction  satisfies any provision in the Plan referring to the Trustee's taking
that action.

         Modification  of  Powers/Limited  Responsibility.  The Employer and the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the powers
of the Custodian or nondiscretionary Trustee to any combination of powers listed
within this  Section  10.03(B).  If there is a Custodian  or a  nondiscretionary
Trustee under the  Employer's  Plan,  then the  Employer,  in adopting this Plan
acknowledges  the Custodian or  nondiscretionary  Trustee has no discretion with
respect  to the  investment  or  re-investment  of the  Trust  Fund and that the
Custodian  or  nondiscretionary  Trustee  is acting  solely as  custodian  or as
directed trustee with respect to the assets comprising the Trust Fund.

(C) Limitation of Powers of Certain Custodians.  If a Custodian is a bank which,
under its governing  state law, does not possess trust powers,  then  paragraphs
(a), (c), (e), (f), (g) of Section 10.03(B), Section 10.16 and Article XI do not
apply to that bank and that bank only has the power and  authority  to  exercise
the remaining powers, rights and duties under Section 10.03(B).

(D) Named  Fiduciary/Limitation  of  Liability  of  Nondiscretionary  Trustee or
Custodian.  Under a nondiscretionary  Trustee  designation,  the Named Fiduciary
under the  Employer's  Plan has the sole  responsibility  for the management and
control of the Employer's Trust Fund,  except with respect to a Plan asset under
the control or direction of a properly appointed Investment Manager

                                       63.
or with  respect to a Plan asset  properly  subject to  participant  or Advisory
Committee  direction of investment.  If the Employer  appoints a Custodian,  the
Named Fiduciary is the discretionary Trustee.  Under a nondiscretionary  Trustee
designation, unless the Employer designates in writing another person or persons
to serve as Named Fiduciary, the Named Fiduciary under the Plan is the president
of a corporate Employer,  the managing partner of a partnership  Employer or the
sole  proprietor,  as  appropriate.   The  Named  Fiduciary  will  exercise  its
management  and control of the Trust Fund  through its written  direction to the
nondiscretionary  Trustee  or  to  the  Custodian,   whichever  applies  to  the
Employer's Plan.

         The  nondiscretionary  Trustee or Custodian has no duty to review or to
make recommendations regarding investments made at the written direction of the,
Named  Fiduciary.  The  nondiscretionary  Trustee or  Custodian  must retain any
investment  obtained  at the  written  direction  of the Named  Fiduciary  until
further  directed  in  writing  by  the  Named  Fiduciary  to  dispose  of  such
investment.  The  nondiscretionary  Trustee  or  Custodian  is not liable in any
manner or for any reason for making,  retaining or  disposing of any  investment
pursuant to any written direction described in this paragraph.  Furthermore, the
Employer  agrees  to  indemnify  and to hold  the  nondiscretionary  Trustee  or
Custodian  harmless from any damages,  costs or expenses,  including  reasonable
counsel  fees,  which the  nondiscretionary  Trustee or Custodian may incur as a
result of any claim asserted against the nondiscretionary Trustee, the Custodian
or the  Trust  arising  out of the  nondiscretionary  Trustee's  or  Custodian's
compliance with any written direction described in this paragraph.

(E) Participant Loans. This Section 10.03(E) specifically authorizes the Trustee
to make loans on a nondiscriminatory  basis to a Participant or to a Beneficiary
in  accordance  with the loan  policy  established  by the  Advisory  Committee,
provided:  (1) the loan policy  satisfies the  requirements of Section 9.04; (2)
loans are  available  to all  Participants  and  Beneficiaries  on a  reasonably
equivalent  basis  and  are  not  available  in  a  greater  amount  for  Highly
Compensated  Employees  than for  other  Employees;  (3) any loan is  adequately
secured and bears a  reasonable  rate of  interest;  (4) the loan  provides  for
repayment  within  a-specified  time;  (5) the  default  provisions  of the note
prohibit offset of the Participant's Nonforfeitable Accrued Benefit prior to the
time the Trustee  otherwise would  distribute the  Participant's  Nonforfeitable
Accrued  Benefit;  (6) the  amount of the loan does not  exceed (at the time the
Plan  extends the loan) the present  value of the  Participant's  Nonforfeitable
Accrued Benefit;  and (7) the loan otherwise  conforms to the exemption provided
by Code  ss.4975(d)(1).  If the joint and  survivor  requirements  of Article VI
apply to the  Participant,  the  Participant  may not Pledge any  portion of his
Accrued  Benefit as  security  for a loan made after  August 18,  1985,  unless,
within the 90 day period ending on the date the pledge  becomes  effective,  the
Participant's  spouse,  if any,  consents (in a manner described in Section 6.05
other than the  requirement  relating to the consent of a subsequent  spouse) to
the security or, by separate consent,  to an increase in the amount of security.
If the Employer is an unincorporated  trade or business, a Participant who is an
Owner-Employee  may not receive a loan from the Plan,  unless he has  obtained a
prohibited  transaction  exemption from the Department of Labor. If the Employer
is an "S Corporation," a Participant who is a shareholder-employee  (an employee
or an officer) who, at any time during the  Employer's  taxable year,  owns more
than 5%,  either  directly or by  attribution  under Code  ss.318(a)(1),  of the
Employer's outstanding stock may not receive a loan from the Plan, unless

                                       64.
he has obtained a prohibited transaction exemption from the Department of Labor.
If  the  Employer  is  not  an  unincorporated  trade  or  business  nor  an  "S
Corporation,"  this Section  10.03(E)  does not impose any  restrictions  on the
class of Participants eligible for a loan from the Plan.

(F) Investment in qualifying  Employer  securities and qualifying  Employer real
property.  The investment  options in this Section 10.03(F) include the -ability
to  invest  in  qualifying-Employer   securities  or  qualifying  Employer  real
property,  as defined in and as limited by ERISA.  If the  Employer's  Plan is a
Nonstandardized  profit sharing plan, it may elect in its Adoption  Agreement to
permit the  aggregate  investments  in  qualifying  Employer  securities  and in
qualifying  Employer  real  property to exceed 10% of the value of Plan  assets.
Unless the qualifying  Employer  Securities are readily traded on an established
securities  market,  the  Named  Fiduciary  shall  obtain  from an  "independent
appraiser,"  within the meaning of Section  401(a)(28)(C) of the Code, an annual
appraisal of such  qualified  Employer  Securities  with  respect to  activities
carried on by the Plan. A copy of such  independent  appraisal shall be attached
to this Agreement each year.

         10.04 RECORDS AND STATEMENTS.  The records of the Trustee pertaining to
the Plan must be open to the inspection of the Plan Administrator,  the Advisory
Committee and the Employer at all reasonable  times and may be audited from time
to time by any person or persons as the Employer, Plan Administrator or Advisory
Committee   may  specify  in  writing.   The  Trustee   must  furnish  the  Plan
Administrator or Advisory  Committee with whatever  information  relating to the
Trust Fund the Plan Administrator or Advisory Committee considers necessary.

         10.05 FEES AND EXPENSES FROM FUND. A Trustee or Custodian  will receive
reasonable  annual  compensation as may be agreed upon from time to time between
the Employer and the Trustee or Custodian.  No person who is receiving  full pay
from the  Employer  may  receive  compensation  for  services  as  Trustee or as
Custodian.  The  Trustee  will  pay from the  Trust  Fund all fees and  expenses
reasonably  incurred by the Plan,  to the extent such fees and  expenses are for
the ordinary and necessary  administration and operation of the Plan, unless the
Employer  pays such fees and  expenses.  Any fee or  expense  paid  directly  or
indirectly,  by the  Employer  is  not an  Employer  contribution  to the  Plan,
provided the fee or expense relates to the ordinary and necessary administration
of the Fund.  If all or a portion of the Trust is invested by the Trustee in the
Retirement  Investment  Trust,  then funds  from the Trust that are so  invested
shall be  subject to the  compensation  and  expenses  that are set forth in the
then-effective  Prospectus of the  Retirement  Investment  trust,  which will be
provided  to the  Employer  when  funds  from the  Trust  are so  invested.  The
provisions  of this Section  10.05 shall  equally  apply to any other  open-end,
diversified management company described in Section 10.03(A)(p).

     10.06  PARTIES TO  LITIGATION.  Except as otherwise  provided by ERISA,  no
Participant or Beneficiary is a necessary party or is required to receive notice
of process in any court  proceeding  involving  the Plan,  the Trust Fund or any
fiduciary of the Plan.  Any final  judgment  entered in any  proceeding  will be
conclusive upon the Employer,  the Plan  Administrator,  the Advisory Committee,
the Trustee, Custodian, Participants and Beneficiaries.

                                       65.
10.07  PROFESSIONAL  -AGENTS.  The  Trustee may employ and pay from the
Trust Fund reasonable compensation to agents,  attorneys,  accountants and other
persons to advise the Trustee as in its opinion  may be  necessary.  The Trustee
may delegate to any agent,  attorney,  accountant or other person selected by it
any non-Trustee  power or duty vested in it by the Plan, and the Trustee may act
or  refrain  from  acting  on the  advice or  opinion  of any  agent,  attorney,
accountant or other person so selected.

         10.08   DISTRIBUTION  OF  CASH  OR  PROPERTY.   The  Trustee  may  make
distribution under the Plan in cash or property,  or partly in each, at its fair
market value as determined by the Trustee.  For purposes of a distribution  to a
Participant or to a Participant's  designated  Beneficiary or surviving  spouse,
"property"  includes a Nontransferable  Annuity Contract,  provided the contract
satisfies the requirements of this Plan.

         10.09  DISTRIBUTION   DIRECTIONS.   If  no  one  claims  a  payment  or
distribution  made from the Trust, the Trustee must promptly notify the Advisory
Committee  and then  dispose of the payment in  accordance  with the  subsequent
direction of the Advisory Committee.

         10.10 THIRD PARTY/MULTIPLE TRUSTEES. No person dealing with the Trustee
is  obligated  to see to the proper  application  of any money paid or  property
delivered to the Trustee,  or to inquire  whether the trustee has acted pursuant
to any of the terms of the Plan.  Each person  dealing  with the Trustee may act
upon any notice,  request or representation in writing by the Trustee, or by the
Trustee's duly authorized  agent,  and is not liable to any person in so acting.
The  certificate  of the Trustee that it is acting in  accordance  with the Plan
will be conclusive in favor of any person  relying on the  certificate.  If more
than two  persons act as Trustee,  a decision  of the  majority of such  persons
controls with respect to any decision regarding the administration or investment
of the Trust Fund or of any portion of the Trust Fund with respect to which such
persons act as Trustee.  However, the signature of only one Trustee is necessary
to effect any transaction on behalf of the Trust.

         10.11 RESIGNATION.  The Trustee or Custodian may resign its position at
any time by giving 30 days' written notice in advance to the Employer and to the
Advisory Committee.  If the Employer fails to appoint a successor Trustee within
60 days of its  receipt of the  Trustee's  written  notice of  resignation,  the
Trustee  will treat the  Employer as having  appointed  itself as Trustee and as
having  filed  its  acceptance  of  appointment  with the  former  Trustee.  The
Employer, in its sole discretion,  may replace a Custodian. If the Employer does
not replace a Custodian,  the  discretionary  Trustee will assume  possession of
Plan assets held by the former Custodian.

         10.12  REMOVAL.  The  Employer,  by giving 30 days'  written  notice in
advance to the Trustee, may remove any Trustee or Custodian. In the event of the
resignation  or removal of a Trustee,  the  Employer  must  appoint a  successor
Trustee if it intends to  continue  the Plan.  If two-or more  persons  hold the
position of Trustee, in the event of the removal of one such person,  during any
period the  selection  of a  replacement  is pending,  or during any period such
person is unable to serve for any reason,  the remaining  person or persons will
act as the Trustee.

                                       66.
10.13    INTERIM DUTIES AND SUCCESSOR TRUSTEE.  Each successor Trustee
succeeds to the title to the Trust  vested in his  predecessor  by  accepting in
writing his  appointment as successor  Trustee and by filing the acceptance with
the former Trustee and the Advisory  Committee  without the signing or filing of
any  further  statement.  The  resigning  or removed  Trustee,  upon  receipt of
acceptance  in writing of the Trust by the successor  Trustee,  must execute all
documents and do all acts necessary to vest the title of record in any successor
Trustee.  Each  successor  Trustee  has  and  enjoys  all  of the  powers,  both
discretionary   and  ministerial,   conferred  under  this  Agreement  upon  his
predecessor. A successor Trustee is not personally liable for any act or failure
to act of any  predecessor  Trustee,  except as required  under ERISA.  With the
approval of the Employer and the Advisory Committee,  a successor Trustee,  with
respect to the Plan, may accept the account rendered and the property  delivered
to it by a predecessor Trustee without incurring any liability or responsibility
for so doing.

         10. 14 VALUATION OF TRUST.  The Trustee must value the Trust Fund as of
each  Accounting  Date to determine the fair market value of each  Participant's
Accrued Benefit in the Trust. The Trustee also must value the Trust Fund on such
other  valuation  dates as directed in writing by the  Advisory  Committee or as
required by the Employer's Adoption Agreement.

         10.15  LIMITATION  ON  LIABILITY  - IF  INVESTMENT  MANAGER,  ANCILLARY
TRUSTEE OR INDEPENDENT  FIDUCIARY  APPOINTED.  The Trustee is not liable for the
acts or omissions of any Investment  Manager the Advisory Committee may appoint,
nor is the Trustee under any obligation to invest or otherwise  manage any asset
of  the  Plan  which  is  subject  to the  management  of a  properly  appointed
Investment  Manager.  The  Advisory  Committee,  the  Trustee  and any  properly
appointed  Investment  Manager may execute a letter  agreement as a part of this
Plan delineating the duties,  responsibilities and liabilities of the Investment
Manager  with  respect to any part of the Trust  Fund  under the  control of the
Investment Manager.

         The  limitation  on  liability  described  in this  Section  10.15 also
applies  to the  acts or  omissions  of any  ancillary  trustee  or  independent
fiduciary  properly  appointed  under Section 10.17 of the Plan.  However,  if a
discretionary Trustee,  pursuant to the delegation described in Section 10.17 of
the  Plan,  appoints  an  ancillary  trustee,   the  discretionary   Trustee  is
responsible for the periodic review of the ancillary  trustee's actions and must
exercise its delegated authority in accordance with the terms of the Plan and in
a manner consistent with ERISA. The Employer,  the discretionary  Trustee and an
ancillary  trustee  may  execute  a  letter  agreement  as a part of  this  Plan
delineating any indemnification agreement between the parties.

         10.16  INVESTMENT IN GROUP TRUST FUND.  The Employer,  by adopting this
Plan,  specifically  authorizes  the Trustee to invest all or any portion of the
assets  comprising  the Trust Fund in any group  trust fund which at the time of
the investment  provides for the pooling of the assets of plans  qualified under
Code ss.401(a).  This authorization  applies solely to a group trust fund exempt
from taxation  under Code ss.501(a) and the trust  agreement of which  satisfies
the  requirements  of Revenue Ruling  81-100.  The provisions of the group trust
fund agreement, as amended from time to time, are by this reference incorporated
within this Plan and Trust. The provisions of the group

                                       67.
trust fund will govern any  investment of Plan assets in that fund. The Employer
must specify in an attachment to its adoption  agreement the group trust fund(s)
to  which  this   authorization   applies.   If  the  Trustee  is  acting  as  a
nondiscretionary  Trustee,  the  investment in the group trust fund is available
only  in  accordance  with a  proper  direction,  by  the  Named  Fiduciary,  in
accordance with Section 10.03(B).  Pursuant to paragraph (c) of Section 10.03(A)
of the Plan, a Trustee has the authority to invest in certain common trust funds
and collective  investment  funds without the need for the authorizing  addendum
described in this Section 10.16.

         Furthermore,  at the Employer's direction,  the Trustee, for collective
investment  purposes,  may combine into one trust fund the Trust  created  under
this Plan with the Trust created under any other qualified retirement.  plan the
Employer  maintains.  However,  the Trustee must  maintain  separate  records of
account  for the  assets  of each  Trust  in  order  to  reflect  properly  each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

         10.17    APPOINTMENT OF ANCILLARY TRUSTEE-OR INDEPENDENT FIDUCIARY.
The  Employer,  in  writing,  may  appoint  any  person  in any  State to act as
ancillary  trustee  with  respect to a  designated  portion  of the Trust  Fund,
subject to the consent required under Section 1.02 if the Master Plan Sponsor is
a financial  institution.  An ancillary  trustee must acknowledge in writing its
acceptance of the terms and conditions of its  appointment as ancillary  trustee
and its  fiduciary  status under ERISA.  The  ancillary  trustee has the rights,
powers,  duties and  discretion  as the  Employer may  delegate,  subject to any
limitations or directions specified in the instrument evidencing  appointment of
the ancillary  trustee and to the terms of the Plan or of ERISA.  The investment
powers  delegated to the  ancillary  trustee may include any  investment  powers
available  under  Section  10.03 of the Plan  including  the right to invest any
portion of the assets of the Trust Fund in a common trust fund,  as described in
Code ss.584,  or in any  collective  investment  fund,  the  provisions of which
govern the  investment  of such assets and which the Plan  incorporates  by this
reference,  but only if the  ancillary  trustee is a bank or  similar  financial
institution  supervised  by the  United  States or by a State and the  ancillary
trustee (or its  affiliate,  as defined in Code  ss.1504)  maintains  the common
trust  fund  or  collective  investment  fund  exclusively  for  the  collective
investment of money contributed by the ancillary trustee (or its affiliate) in a
trustee  capacity  and which  conforms  to the rules of the  Comptroller  of the
Currency.  The Employer also may appoint as an ancillary trustee, the trustee of
any group trust fund  designated  for  investment  pursuant to the provisions of
Section 10.16 of the Plan.

         The ancillary  trustee may resign its position at any time by providing
at least 30 days' advance  written  notice to the Employer,  unless the Employer
waives  this  notice  requirement.  The  Employer,  in  writing,  may  remove an
ancillary  trustee at any time.  In the event of  resignation  or  removal,  the
Employer may appoint another ancillary trustee, return the assets to the control
and  management  of the  Trustee  or  receive  such  assets in the  capacity  of
ancillary  trustee.  The Employer may delegate its  responsibilities  under this
Section  10.17  to  a  discretionary  Trustee  under  the  Plan,  but  not  to a
nondiscretionary  Trustee or to a Custodian,  subject to the  acceptance  by the
discretionary Trustee of that delegation.

                                       68.
If the US. Department of Labor ("the Department")  requires  engagement
of an independent fiduciary to have control or management of all or a portion of
the Trust Fund,  the  Employer  will  appoint  such  independent  fiduciary,  as
directed by the  Department.  The  independent  fiduciary  will have the duties,
responsibilities and powers prescribed by the Department and will exercise those
duties,  responsibilities and powers in accordance with the terms,  restrictions
and conditions established by the Department and, to the extent not inconsistent
with ERISA,  the terms of the Plan.  The  independent  fiduciary must accept its
appointment  in writing and must  acknowledge  its status as a fiduciary  of the
Plan.

         10.18 EVIDENCE OF ACTION BY ADVISORY COMMITTEE.  Any action to be taken
or any direction to be given by the Advisory  Committee  shall be taken or given
by written  instrument signed on behalf of the Advisory  Committee by the person
or  persons   designated  by  the  Advisory   Committee  to  give  notification,
instructions  or advice to the Trustee,  as the case may be. The chairman of the
Advisory  Committee shall certify to the Trustee the name or names of any person
or  persons  designated  to give  notifications,  instructions  or advice to the
Trustee.  Until the Advisory Committee notifies the Trustee that any such person
is no longer  authorized  to act for the  Advisory  Committee,  the  Trustee may
continue to rely on the authority of such person.

         The  Trustee  may  rely  upon  any  certificate,  notice  or  direction
purporting  to have been signed on behalf of the  Advisory  Committee  which the
Trustee believes to have been signed by the person or persons  authorized to act
for the Advisory Committee.

         In the event that any  dispute  shall  arise as to the  persons to whom
payment of any funds or delivery of any assets shall be made by the Trustee, the
Trustee may withhold such payment or delivery until such dispute shall have been
determined  by a court of competent  jurisdiction  or shall have been settled by
the parties concerned.

         The Employer hereby agrees to indemnify the Trustee against any and all
claims,  liabilities,  costs or expenses  incurred by the Trustee resulting from
the breach or an alleged breach of a fiduciary duty to the Plan by a party other
than  the  Trustee,  including,  but  not  limited  to,  any  fiduciary  duty or
responsibility  owed to the Plan by an Investment Manager appointed hereunder or
any predecessor trustee;  provided,  however, that, except as otherwise provided
in Section 7.03,  nothing herein shall be construed as an indemnification of the
Trustee for any claims,  liabilities,  costs or expenses resulting from a breach
of its own  fiduciary  duties with respect to the Plan or Trust or its own gross
negligence or misconduct

         Communications to the Trustee shall be sent to the Trustee's registered
office or to such other  address as the  Trustee  may  specify  in  writing.  No
communication  shall be binding  upon the Trust Fund or the Trustee  until it is
received by the Trustee.

         Communications  to the Advisory  Committee or to the Employer  shall be
sent to the Employer's principal office or to such other address as the Employer
may specify in writing.

                                       69.
10.19 ALLOCATION OF RESPONSIBILITIES AMONG FIDUCIARIES. For purposes of
ERISA, it is recognized that the Employer, Trustee, Plan Administrator, Advisory
Committee and the  Investment  Manager,  if any, are  fiduciaries  (collectively
referred  to  herein  as the  "Fiduciaries"),  but only  with  respect  to those
specific powers,  duties,  responsibilities  and obligations as are specifically
given them under the Plan; provided,  however, that nothing herein shall prevent
a Fiduciary from acting in more than one fiduciary capacity under the Plan. Each
Fiduciary  may rely upon any such  direction,  information  or action of another
Fiduciary as being proper under the Plan and in the absence of actual  knowledge
to the contrary is not required  under the Plan to inquire into the propriety of
any such  direction,  information or action.  It is intended that each Fiduciary
shall  be  responsible  for  the  proper  exercise  of its own  powers,  duties,
responsibilities  and  obligations  under  the Plan  and,  except  as  otherwise
provided by applicable law which cannot be waived,  shall not be responsible for
any act or failure to act of another  Fiduciary.  No  Fiduciary  guarantees  the
Trust  fund in any  manner  against  investment  loss or  depreciation  in asset
values.

         10.20    SPECIAL PROVISIONS REGARDING RETIREMENT INVESTMENT TRUSTS.
If the Trustee  invests funds of the Trust in the Retirement  Investment  Trust,
funds  so  invested  will be  subject  to the  fees  charged  by the  Retirement
Investment  Trust and the otherwise  applicable  Trustee fees may be modified as
described in Section 10.05 of this Plan, which may result in an overall increase
in the total  fees  charged  to the  Trust,  all as more  fully set forth in the
current Prospectus of the Retirement  Investment Trust (the  "Prospectus").  The
Plan Administrator shall specifically authorize the Supervisory Committee of the
Retirement  Investment Trust to appoint an investment  advisor  according to its
Rules and  Procedures  and to pay the  investment  advisor the fees and expenses
described in the Prospectus.  Furthermore, with respect to any investment in the
Retirement Investment Trust, the Employer shall waive in advance its right under
Texas law to receive written  confirmations  of purchases and sales of interests
in the  Retirement  Investment  Trust.  The Employer  shall  acknowledge  to the
Trustee  receipt of the current  Prospectus  and shall deliver a copy thereof to
each Participant in the Plan, if direction of investment is permitted, and shall
deliver to each Participant  making  contributions  and each new Participant,  a
copy of the then-current Prospectus.  The provisions of this Section 10.20 shall
equally apply to any other open-ended,  diversified management company described
in Section 10.03(A)(p).

                                   ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

         11.01 INSURANCE  BENEFIT.  The Employer may elect to provide incidental
life insurance benefits for insurable Participants who consent to life insurance
benefits by signing the  appropriate  insurance  company  application  form. The
Trustee  will  not  purchase  any  incidental  life  insurance  benefit  for any
Participant prior to an allocation to the Participant's  Account.  At an insured
Participant's written direction,  the Trustee will use all or any portion of the
Participant's  nondeductible voluntary  contributions,  if any, to pay insurance
premiums covering the Participant's life. This Section 11.01 also authorizes the
purchase of life insurance, for the benefit of the Participant, on the life of a
family member of the Participant or on any person in whom the Participant

                                       70.
has an  insurable  interest.  However,  if the  policy  is on the  joint  of the
Participant and another person, the Trustee may not maintain that policy if that
other person predeceases the Participant.

         The Employer  will direct the Trustee as to the  insurance  company and
insurance  agent  through  which  the  Trustee  is  to  purchase  the  insurance
contracts,  the amount of the coverage and the applicable  dividend  plan.  Each
application  for a policy,  and the  policies  themselves,  must  designate  the
Trustee as sole owner,  with the right  reserved to the Trustee to exercise  any
right or option  contained in the policies,  subject to the terms and provisions
of this Agreement.  The Trustee must be the named beneficiary for the Account of
the  insured   Participant.   Proceeds  of  insurance   contracts  paid  to  the
Participant's  Account  under this  Article XI are  subject to the  distribution
requirements  of Article V and of Article  VI. The  Trustee  will not retain any
such proceeds for the benefit of the Trust.

         The  Trustee  will  charge  the  premiums  on  any  incidental  benefit
insurance  contract  covering the life of a  Participant  against the Account of
that  Participant.  The  Trustee  will  hold all  incidental  benefit  insurance
contracts issued under the Plan as assets of the Trust created under the Plan.

         (A)  Incidental  Insurance  benefits.  The aggregate of life  insurance
premiums paid for the benefit of a Participant at all times,  may not exceed the
following percentages of the aggregate of the Employer's contributions allocated
to any  Participant's  Account:  (i) 49% in the case of the purchase of ordinary
life insurance  contracts;  or (ii) 25% in the case of the purchase of term life
insurance or universal  life  insurance  contracts.  If the Trustee  purchases a
combination  of ordinary life insurance  contract(s)  and term life insurance or
universal life insurance  contract(s),  then the sum of one-half of the premiums
paid for the ordinary life insurance  contract(s) and the premiums paid for the,
term life insurance or universal life insurance  contract(s)  may not exceed 25%
25% of the Employer contributions allocated to any Participant's Account.

         (B) Exception for certain profit  sharing plans.  If the Employees Plan
is a profit sharing plan, the incidental - insurance  benefits  requirement does
not apply to the Plan if the Plan purchases  life  insurance  benefits only from
Employer contributions accumulated in the Participant's Account for at least two
years (measured from the allocation date).

         11.02    LIMITATION ON LIFE INSURANCE PROTECTION, The Trustee will not
continue any life insurance  protection for any  Participant  beyond his annuity
starting  date (as defined in Article VI). If the Trustee  holds any  incidental
benefit  insurance  contract(s)  for  the  benefit  of  a  Participant  when  he
terminates  his  employment  (other than by reason of death),  the Trustee  must
proceed as follows:

                  (a) If the entire cash value of the  contract(s)  is vested in
         the terminating  Participant,  or if the contract(s)  will have no cash
         value at the end of the policy year in which  termination of employment
         occurs,  the Trustee will transfer the  contract(s) to the  Participant
         endorsed so as to vest in the transferee all right,  title and interest
         to the contract(s), free and

                                       71.
clear of the Trust; subject however, to restrictions as to surrender or
         payment of benefits as the issuing  insurance company may permit and as
         the Advisory Committee directs;

                  (b) If only  part of the  cash  value  of the  contract(s)  is
         vested in the terminating  Participant,  the Trustee, to the extent the
         Participant's  interest  in the cash  value of the  contract(s)  is not
         vested,  may  adjust  the  Participant's  interest  in the value of his
         Account  attributable  to Trust  assets other than  incidental  benefit
         insurance contracts and proceed as in (a), or the Trustee must effect a
         loan from the  issuing  insurance  company on the sole  security of the
         contract(s)  for an amount  equal to the  difference  between  the cash
         value  of the  contract(s)  at the  end of the  policy  year  in  which
         termination  of  employment  and the  amount of the cash  value that is
         vested  in the  terminating  Participant,  and  the  Trustee  must  the
         contract(s)  endorsed so as to vest in the transferee all right,  title
         and, interest to the contract(s),  free and clear of the Trust; subject
         however,  to the restrictions as to surrender or payment of benefits as
         the issuing  insurance  company may permit and the  Advisory  Committee
         directs;

                  (c) If no part of the cash value of the  contract(s) is vested
         in  the  terminating  Participant,   the  Trustee  must  surrender  the
         contract(s) for cash proceeds as may be available.

         In accordance with the written direction of the Advisory Committee, the
Trustee will make any transfer of  contract(s)  under this Section  11.02 on the
Participant's annuity starting date (or as sign as administratively  practicable
after that date).  The Trustee may not transfer any contract  under this Section
11.02 which contains a method of payment not specifically  authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable,  of Article VI. In this regard, the Trustee either must convert such
a contract to cash and  distribute  the cash instead of the contract,  or before
making the  transfer,  require  the issuing  company to delete the  unauthorized
method of payment option from the contract.

         11.03 DEFINITIONS. For purposes of this Article XI:

                  (a) "Policy"  means an ordinary life  insurance  contract or a
         term life  insurance  contract  issued by an  insurer  on the life of a
         Participant.

                  (b) "Issuing  insurance company" is any life insurance company
         which has issued a policy upon  application  by the  Trustee  under the
         terms of this Agreement.

                  (c) "Contract" or "Contracts" means a policy of insurance.  In
         the event of any conflict  between the  provisions of this Plan and the
         terms of any contract or policy of insurance  issued in accordance with
         this Article XI, the provisions of the Plan control.

                  (d)  "Insurable  Participant"  means a Participant  to whom an
         insurance  company,  upon an application  being submitted in accordance
         with the Plan, will issue insurance coverage, either as a standard risk
         or as a risk in an extra mortality classification.

                                       72.
11.04 DIVIDEND PLAN. The dividend plan is premium  reduction unless the
Advisory Committee directs the Trustee to the contrary. The Trustee must use all
dividends for a contract to purchase insurance benefits or additional  insurance
benefits for the Participant on whose life the insurance  company has issued the
contract.  Furthermore,  the  Trustee  must  arrange,  where  possible,  for all
policies  issued  on the lives of  Participants  under the Plan to have the same
premium due date and all ordinary life insurance contracts to contain guaranteed
cash values with as uniform  basic  options as are possible to obtain.  The term
"dividends" includes policy dividends, refunds of premiums and other credits.

         11.05     INSURANCE COMPANY NOT A PARTY TO AGREEMENT.   No insurance
company,  solely in its capacity as an issuing insurance company,  is a party to
this Agreement nor is the company responsible for its validity.

         11.06    INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS.
No insurance  company,  solely in its capacity as an issuing insurance  company,
meet the terms of this Agreement nor is responsible  for any action taken by the
Trustee.

         11.07  INSURANCE  COMPANY  RELIANCE  ON  TRUSTEE'S  SIGNATURE.  For the
purpose of making application to an insurance company and in the exercise of any
right or option contained in any policy, the insurance company may rely upon the
signature of the Trustee and is saved  harmless  and  completely  discharged  in
acting at the direction and authorization of the Trustee.

         11.08  ACQUITTANCE.   An  insurance  company  is  discharged  from  all
liability  for any amount  paid to the  Trustee or paid in  accordance  with the
Trustee, and is not obliged to see to the distribution or further application of
any moneys it so pays.

         11.09 DUTIES OF INSURANCE  COMPANY.  Each  insurance  company must keep
such funds and accounts within funds and accounts within funds,  and supply such
information as may be necessary for the proper  administration of the Plan under
which it is carrying insurance benefits.

         Note:- The  provisions of this Article XI are not  applicable,  and the
Plan may not invest in  insurance  contracts,  if a Custodian  signatory  to the
Adoption  Agreement  is a bank  which has not  acquired  trust  powers  from its
governing state banking authority.

                                   ARTICLE XII
                                  MISCELLANEOUS

         12.01 EVIDENCE. Anyone required to give evidence under the terms of the
Plan may do so by certificate,  affidavit,  document or other  information which
the person to act in reliance may consider pertinent,  reliable and genuine, and
to have been  signed,  made or  presented  by the proper  party or parties.  The
Advisory  Committee  and the Trustee are fully  protected  in acting and relying
upon any evidence described under the immediately preceding sentence.

                                       73.
12.02 NO  RESPONSIBILITY  FOR EMPLOYER ACTION.  Neither the Trustee nor
the Advisory Committee has any obligation or responsibility  with respect to any
action  required by the Plan to be taken by the  Employer,  any  Participant  or
eligible Employee, or for the failure of any of the above persons to act or make
any payment or contribution,  or to otherwise  provide any benefit  contemplated
under this  Plan.  Furthermore,  the Plan does not  require  the  Trustee or the
Advisory  Committee to collect any  contribution  required under the Plan, or to
determine the  correctness of the amount of any Employer  contribution.  Neither
the Trustee nor the Advisory  Committee need inquire into or be responsible  for
any action or failure  to act on the part of the  others,  or on the part of any
other person who has any responsibility regarding the management, administration
or  operation  of the Plan,  whether  by the  express  terms of the Plan or by a
separate  agreement  authorized by the Plan or by the  applicable  provisions of
ERISA.  Any action  required  of a  corporate  Employer  must be by its Board of
Directors or its designate.

         12.03  FIDUCIARIES  NOT INSURERS.  All benefits  payable under the Plan
shall be paid or  provided  for solely  from the Trust Fund.  The  Trustee,  the
Advisory Committee,  the Plan Administrator and the Employer in no way guarantee
the Trust Fund from loss or  depreciation.  The Employer  does not guarantee the
payment of any money  which may be or becomes  due to any person  from the Trust
Fund.  The  liability  of the  Advisory  Committee  and the  Trustee to make any
payment  from the Trust  Fund at any time and all times is  limited  to the then
available assets of the Trust.

         12.04  WAIVER OF NOTICE.  Any person  entitled to notice under the Plan
may waive the the notice,  unless the Code or Treasury regulations prescribe the
notice or ERISA specifically or impliedly prohibits such a waiver.

         12.05  SUCCESSORS.  The Plan is binding  upon all  persons  entitled to
benefits under the Plan, their respective heirs and legal representatives,  upon
the Employer,  its  successors and assigns,  and upon the Trustee,  the Advisory
Committee, the Plan Administrator and their successors.

         12.06  WORD  USAGE.  Words  used in the  masculine  also  apply  to the
feminine  where  applicable,  and  wherever the context of the  Employer's  Plan
dictates, the plural includes the singular and the singular includes the plural.

         12.07  STATE  LAW.  The law of the state of the Master  Plan  Sponsor's
principal place of business (unless  otherwise  designated in an addendum to the
Employees Adoption  Agreement) will determine all questions arising with respect
to the provisions of this Agreement  except to the extent  superseded by Federal
Law.

         12.08 EMPLOYER'S RIGHT TO PARTICIPATE.  If the Employer's Plan fails to
qualify or to maintain  qualification  or if the Employer makes any amendment or
modification  to a provision of this Plan (other than a proper  completion of an
elective provision under the Adoption Agreement or the attachment of an addendum
authorized by the Plan or by the Adoption Agreement), the Employer may no longer
participate  under this Master Plan. The Employer also may not  participate  (or
continue to  participate)  in this Master Plan if the Trustee or Custodian (or a
change in the Trustee

                                       74.
or Custodian) does not satisfy the  requirements of Section 1.02 of the Plan. If
the  Employer  is not  entitled  to  participate  under this  Master  Plan,  the
Employees  Plan is an  individually-designed  plan and the  reliance  procedures
specified in the applicable Adoption Agreement no longer will apply.

         12.09  EMPLOYMENT NOT  GUARANTEED.  Nothing  contained in this Plan, or
with respect to the establishment of the Trust, or any modification or amendment
to the Plan or Trust,  or in the creation of any Account,  or the payment of any
benefit gives any Employee, Employee-Participant or any Beneficiary any right to
continue  employment,  any legal or equitable  right  against the  Employer,  or
Employee of the Employer, or against the Trustee, or its agents or employees, or
against the Plan  Administrator,  except as expressly  provided by the Plan, the
Trust, ERISA or by a separate agreement.

                                  ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

         13.01  EXCLUSIVE  BENEFIT.  Except as provided  under  Article III, the
Employer has no beneficial interest in any asset of the Trust and no part of any
asset in the Trust  may ever  revert  to or be  repaid  to an  Employer,  either
directly or indirectly,  nor, prior to the  satisfaction of all liabilities with
respect to the Participants and their Beneficiaries under the Plan, may any part
of the corpus or income of the Trust Fund, or any asset of the Trust, be (at any
time used for, or diverted to, purposes other than the exclusive  benefit of the
Participants or their  Beneficiaries.  However,  if the Commissioner of Internal
Revenue,  upon  the  Employer's  request  for  initial  approval  of this  Plan,
determines the Trust created under the Plan is not a qualified trust exempt from
the  Employer,   will  return  the  Employer's   contributions   (and  increment
attributable to the  contributions)  to the Employer.  The Trustee must make the
return of the Employer  contribution under this Section 13.01 within one year of
a final disposition of the Employer's  request for initial approval of the Plan.
The Employer's  Plan and Trust will  terminate upon the Trustee's  return of the
Employees contributions.

     13.02  AMENDMENT  BY  EMPLOYER.  The Employer has the right at any time and
from time to time:
                 
     (a)  To amend the  elective  provisions  of the  Adoption  Agreement in any
          manner  it deems  necessary  or  advisable  in order  to  qualify  (or
          maintain  qualification  of) this Plan and the Trust  created under it
          under the provisions of Code ss. 401(a);

     (b)  To amend the Plan to allow the Plan to  operate  under a waiver of the
          minimum funding requirement; and

     (c)  To amend this Agreement in any other manner.

         No amendment  may authorize or permit any of the Trust Fund (other than
the part which is required to pay taxes and administration  expenses) to be used
for or  diverted  to  purposes  other  than  for the  exclusive  benefit  of the
Participants or their Beneficiaries or estates. No amendment may cause or permit
any portion of the Trust Fund to revert to or become a property of the Employer.

                                       75.
The Employer also may not make any amendment which affects the rights, duties or
responsibilities  of  the  Trustee,  the  Plan  Administrator  or  the  Advisory
Committee  without  the  written  consent  of the  affected  Trustee,  the  Plan
Administrator  or the affected  member of the Advisory  Committee.  The Employer
must make all amendments in writing. Each amendment must state the date to which
it is either retroactively or prospectively effective. See Section 12.08 for the
effect of certain amendments adopted by the Employer.

(A) Code 1411(d)(6) protected benefits.  An amendment (including the adoption of
this  Plan  as  a  restatement  of  an  existing  plan  )  may  not  decrease  a
Participant's  Accrued  Benefit,  except  to the  extent  permitted  under  Code
6412(c)(8),  and may not reduce or eliminate Code 411(d)(6)  protected  benefits
determined  immediately  prior to the adoption date (or, if later, the effective
date) of the amendment.  An amendment  reduces or eliminates Code ss.  41l(d)(6)
protected  benefits if the amendment has the effect of either (1) eliminating or
reducing an early retirement benefit or a retirement-type subsidy (as defined in
Treasury  regulations),  or (2)  except as  provided  by  Treasury  regulations,
eliminating an optional form of benefit.  The Advisory  Committee must disregard
an amendment to the extent  application  of the amendment  would fail to satisfy
this paragraph.  If the Advisory  Committee must disregard an amendment  because
the  amendment  would violate  clause (1) or clause (2), the Advisory  Committee
must maintain a schedule of the early retirement  option or other optional forms
of benefit the Plan must continue for the affected Participants.

         13.03  AMENDMENT  BY MASTER PLAN  SPONSOR.  The Master Plan Sponsor (or
PPD, as agent of the Master Plan Sponsor),  without the Employer's consent,  may
amend the Plan and Trust,  from time to time,  in order to confirm  the Plan and
Trust to any  requirement  for  qualification  of the Plan and  Trust  under the
Internal  Revenue  Code.  The Master Plan  Sponsor may not amend the Plan in any
manner  which would  modify any  election  made by the  Employer  under the Plan
without the Employer's written consent. Furthermore, the Master Plan Sponsor may
not amend the Plan in any manner which would violate the proscription of Section
13.02. A Trustee does not have the power to amend the Plan or Trust.

         13.04  DISCONTINUANCE.  The  Employer  has the right,  at any time,  to
suspend or discontinue its  contributions  under the Plan, and to terminate,  at
any time,  this Plan and the Trust created under this  Agreement.  The Plan will
terminate upon the first to occur of the following:

                  (a)      The date terminated by action of the Employer,.

                  (b) The  dissolution  or merger of the  Employer,  unless  the
         successor  makes  provision  to continue  the Plan,  in which event the
         successor must  substitute  itself as the Employer under this Plan. Any
         termination  of the  Plan  resulting  from  this  paragraph  (b) is not
         effective  until  compliance  with any applicable  notice  requirements
         under ERISA.

     13.05 FULL VESTING ON TERMINATION.  Upon either full or partial termination
of the Plan, or, if applicable,  upon complete  discontinuance of profit sharing
plan contributions to the

                                       76.
Plan,  an  affected   Participant's   right  to  his  Accrued  Benefit  is  100%
Nonforfeitable,  irrespective of the  Nonforfeitable  percentage which otherwise
would apply under Article V.

         13.06 MERGER/DIRECT  TRANSFER.  The Trustee may not consent to, or be a
party to, any merger or  consolidation  with another  plan,  or to a transfer of
assets or  liabilities  to another plan,  unless  immediately  after the merger,
consolidation  or transfer,  the  surviving  Plan  provides  each  Participant a
benefit  equal to or  greater  than the  benefit  each  Participant  would  have
received had the Plan terminated  immediately before the merger or consolidation
or transfer.  The Trustee possesses the specific  authority to enter into merger
agreements or direct  transfer of assets  agreements  with the trustees of other
retirement plans described in Code ss. 401(a),  including an elective  transfer,
and to accept the direct transfer of plan assets, or to transfer plan assets, as
a party to any such agreement.

         The Trustee may accept a direct transfer of plan assets on behalf of an
Employee  prior  to the date  the  Employee  satisfies  the  Plan's  eligibility
conditions.  If the Trustee accepts such a direct  transfer of plan assets,  the
Advisory  Committee and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the  Employee is not a  Participant  for purposes of
sharing in Employer  contributions  or  Participant  forfeitures  under the Plan
until he actually becomes a Participant in the Plan.

(A) Elective transfers.  The Trustee,  after August 9, 1988, may not consent to,
or be a party to a merger,  consolidation  or  transfer of assets with a defined
benefit  plan,  except  with  respect  to an  elective  transfer,  or unless the
transferred  benefits are in the form of paid-up  individual  annuity  contracts
guaranteeing  the payment of the  transferred  benefits in  accordance  with the
terms of the transferor  plan and in a manner  consistent with the Code and with
ERISA. The Trustee will hold,  administer and distribute the transferred  assets
as a part of the Trust Fund and the Trustee  must  maintain a separate  Employer
contribution Account for the benefit of the Employee on whose behalf the Trustee
accepted the transfer in order to reflect the value of the  transferred  assets.
Unless a transfer of assets to this Plan is an elective transfer,  the Plan will
preserve  all  Code ss.  41l(d)(6)  protected  benefits  with  respect  to those
transferred  assets,  in the manner described in Section 13.02. A transfer is an
elective  transfer if: (1) the transfer  satisfies  the first  paragraph of this
Section 13.06; (2) the transfer is voluntary, under a fully informed election by
the  Participant;  (3) the Participant has an alternative  that retains his Code
ss. 411(d)(6)  protected  benefits  (including an option to leave his benefit in
transferor plan, if that plan is not  terminating);  (4) the transfer  satisfies
the applicable spousal consent requirements of the Code; (5) the transferor plan
satisfies  the joint  and  survivor  notice  requirements  of the  Code,  if the
Participant's  transferred benefit is the joint and survivor notice requirements
of the Code,  if the  Participant's  transferred  benefit  is  subject  to those
requirements; (6) the Participant has a right to immediate distribution from the
transferor plan, in lieu of the elective transfer,  (7) the transferred  benefit
is at  least  the  greater  of  the  single  sum  distribution  provided  by the
transferor  plan for which the  Participant  is eligible or the present value of
the  Participant's  accrued  benefit under the  transferor  plan payable at that
plan's normal  retirement  age; (8) the  Participant  has a 100%  Nonforfeitable
interest in the transferred  benefit;  and (9) the transfer otherwise  satisfies
applicable  Treasury  regulations.   An  elective  transfer  may  occur  between
qualified  plans of any type.  Any  direct  transfer  of  assets  from a defined
benefit plan after August 9, 1988,

                                       77.
which does not  satisfy  the  requirements  of this  paragraph  will  render the
Employees Plan individually- designed. See Section 12-08.

(B)  Distribution  restrictions  under Code  ss.401(k).  If the Plan  receives a
direct transfer (by merger or otherwise) of elective  contributions  (or amounts
treated  as  elective   contributions)  under  a  Plan  with  a  Code  ss.401(k)
arrangement,  the  distribution  restrictions  of  Code  ss.401(k)(2)  and  (10)
continue to apply to those transferred elective contributions.

         13.07    TERMINATION.

(A) Procedure.  Upon  termination of the Plan,  the  distribution  provisions of
Article VI remain operative, with the following exceptions:

         (1) if the present value of the  Participant's  Nonforfeitable  Accrued
         Benefit does not exceed $3,500,  the Advisory Committee will direct the
         Trustee to distribute the Participant's  Nonforfeitable Accrued Benefit
         to him in lump sum as soon as  administratively  practicable  after the
         Plan terminates; and

         (2) if the present value of the  Participant's  Nonforfeitable  Accrued
         Benefit exceeds $3,500, the Participant or the Beneficiary, in addition
         to the  distribution  events  permitted  under Article VI, may elect to
         have the Trustee commence  distribution of his  Nonforfeitable  Accrued
         Benefit  as  soon  as  administratively   practicable  after  the  Plan
         terminates.

         To liquidate the Trust, the Advisory Committee will purchase a deferred
annuity  contract  for  each  Participant   which  protects  the   Participant's
distribution rights under the Plan, if the Participant's  Nonforfeitable Accrued
Benefit  $3,500 and the  Participant  does not elect an  immediate  distribution
pursuant to Paragraph (2).

         If the  Employer's  Plan  is a  profit  sharing  plan,  in  lieu of the
preceding  provisions of this Section 13.07 and the  distribution  provisions of
Article VI, the Advisory  Committee  will direct the Trustee to distribute  each
Participant's   Nonforfeitable   Accrued  Benefit,  in  lump  sum,  as  soon  as
administratively  practicable after the termination of the Plan, irrespective of
the  present  value of the  Participant's  Nonforfeitable  Accrued  Benefit  and
whether the Participant  consents to that distribution.  This paragraph does not
apply if:  (1) the Plan  provides  an  annuity  option;  or (2) as of the period
between the Plan  termination  date and the final  distribution  of assets,  the
Employer maintains any other defined contribution plan (other than an ESOP). The
Employer, in an addendum to its Adoption Agreement numbered 13.07, may elect not
to have this paragraph apply.

         The Trust  will  continue  until the  Trustee  in  accordance  with the
direction of the Advisory  Committee has  distributed  all of the benefits under
the Plan. On each valuation date, the Advisory Committee will credit any part of
a  Participant's  Accrued Benefit  retained in the Trust with its  proportionate
share of the Trust's  income,  expenses,  gains and losses,  both  realized  and
unrealized.  Upon  termination  of the Plan,  the amount,  if any, in a suspense
account under Article III will revert

                                       78.
to  the  Employer,  subject  to  the  conditions  of  the  Treasury  regulations
permitting  such a reversion.  A  resolution  or amendment to freeze all benefit
accrual but otherwise to continue maintenance of this Plan, is not a termination
for purposes of this Section 13.07.

(B)  Distribution  restrictions  under Code  ss.401(k).  If the Employer's  Plan
includes a Code  ss.401(k)  arrangement or if  transferred  assets  described in
Section 13.06 are subject to the distribution  restrictions of Code ss.401(k)(2)
and (10), the special distribution  provisions of this Section 13.07 are subject
to the  restrictions  of  this  paragraph.  The  portion  of  the  Participant's
Nonforfeitable  Accrued Benefit  attributable to elective  contributions  (or to
amounts treated under the Code ss.401(k) arrangement as elective  contributions)
is not  distributable  on  account of Plan  termination,  as  described  in this
Section 13.07, unless: (a) the Participant  otherwise is entitled under the Plan
to a distribution of that portion of his Nonforfeitable  Accrued Benefit; or (b)
the Plan  termination  occurs without the  establishment  of a successor plan. A
successor  plan under clause (b) is a defined  contribution  plan (other than an
ESOP)  maintained by the Employer (or by a related  employer) at the time of the
termination  of the Plan or within the period  ending  twelve  months  after the
final distribution of assets. A distribution made after March 31, 1988, pursuant
to clause (b), must be part of a lump sum distribution to the Participant of his
Nonforfeitable Accrued Benefit.

                                       79.
ARTICLE XIV
                 CODE ss.401(k) AND CODE ss.401(m) ARRANGEMENTS

         14.01  APPLICATION.  This Article XIV applies to an Employees Plan only
if the Employer is its Plan under a Code 401(k) Adoption Agreement.

         14.02 CODE  ss.401(k)  ARRANGEMENT.  The Employer will elect in Section
3.01 of its Adoption Agreement the terms of the Code ss.401(k)  arrangement,  if
any,  under the Plan. If the  Employer's  Plan is a  Standardized  Plan the Code
ss.401(k) arrangement must be a salary reduction arrangement.  If the Employer's
Plan  is a  Nonstandardized  Plan,  the  Code  ss.401(k)  arrangement  may  be a
reduction arrangement or a cash or deferred arrangement.

(A)  Salary   Reduction   Arrangement.   If  the  Employer  elects  a  reduction
arrangement,  any Employee eligible to participate in the Plan may file a salary
reduction agreement with the Advisory Committee.  The salary reduction agreement
may not be effective  earlier than the following date which occurs last: (i) the
Employee's  Plan  Entry  Date (or,  in the case of a  reemployed  Employee,  his
re-participation  date  under  Article  II);  (ii)  the  execution  date  of the
Employee's  salary reduction  agreement;  (iii) the date the Employer adopts the
Code  ss.401(k)  arrangement  by executing the Adoption  Agreement;  or (iv) the
effective date of the Code ss.401(k) arrangement, as specified in the Employer's
Adoption  Agreement.  Regarding  clause (i), an Employee subject to the Break in
Service  rule of  Section  2.03(B)  of the Plan may not enter  into a  reduction
agreement  until the  Employee  has  completed a  sufficient  number of Hours of
Service to receive  credit for a Year of Service  (as  defined in Section  2.02)
following his reemployment  commencement date. A salary reduction agreement must
specify the amount of Compensation (as defined in Section 1.12) or percentage of
Compensation the Employee wishes to defer.  The salary reduction  agreement will
apply only to  Compensation  which becomes  currently  available to the Employee
after the effective date of the salary  reduction  agreement.  The Employer will
apply  a  reduction  election  to all  Compensation  (and to  increases  in such
Compensation)  unless the Employee specifies in his reduction agreement to limit
the  election to certain  Compensation.  The  Employer  will specify in Adoption
Agreement  Section 3.01 the rules and  restrictions  applicable to the Employees
salary reduction agreements.

(B) Cash or  deferred  arrangement.  If the  Employer  elects a cash or deferred
arrangement,  a  Participant  may  elect  to make a cash  election  against  his
proportionate  share  of  the  Employees  Cash  or  Deferred  Contribution,   in
accordance with the Employees  elections in Adoption  Agreement  Section 3.01. A
Participant's proportionate share of the Employees Cash or Deferred Contribution
is the  percentage  of the total Cash or Deferred  Contribution  which bears the
same ratio that the  Participant's  Compensation  for the Plan Year bears to the
total  Compensation  of all  Participants  for the Plan Year.  For  purposes  of
determining  each  Participant's  proportionate  share of the  Cash or  Deferred
Contribution,  a Participant's  Compensation  is his  Compensation as determined
under  Section  1.12 of the Plan (as  modified  by Section  3.06 for  allocation
purposes), excluding any effect

                                       80.
the proportionate share may have on the Participant's  Compensation for the Plan
Year. The Advisory Committee will determine the proportionate share prior to the
Employer's  actual  contribution to the Trust, to provide the  Participants  the
opportunity  to file cash  elections.  The  Employer  will pay  directly  to the
Participant the portion of his  proportionate  share the Participant has elected
to receive in cash.

(C) Election not to participate.  A Participant's or Employee's  election not to
participate, pursuant to Section 2.06, includes his right to enter into a salary
reduction  agreement  or to  share  in  the  allocation  of a Cash  or  Deferred
Contribution,  unless  the  Participant  or  Employee  limits  the effect of the
election to the non-401(k) portions of the Plan.

         14.03 DEFINITIONS. For purposes of this Article XIV:

         (a)  "Highly  Compensated  Employee"  means an  Eligible  Employee  who
         satisfies the  definition in Section 1.09 of the Plan.  Family  members
         aggregated as a single  Employee under Section 1.09 constitute a single
         Highly  Compensated  Employee,  whether a particular family member is a
         Highly  Compensated  Employee  or  a  Non-Highly  Compensated  Employee
         without the application of family aggregation.

         (b) "Non-Highly Compensated Employee" means an Eligible Employee who is
         not a  Highly  Compensated  Employee  and  who is not a  family  member
         treated as a Highly Compensated Employee.

         (c) "Eligible  Employee"  means, for purposes of the ADP test described
         in Section  14.08,  an Employee  who is eligible to enter into a salary
         reduction  agreement  for the Plan  Year,  irrespective  of  whether he
         actually  enters into such an agreement,  and a  Participant  who is an
         allocation of the Employer's Cash or Deferred Contribution for the Plan
         Year.  For  purposes of the ACP test  described  in Section  14.09,  an
         "Eligible  Employee"  means a Participant who is eligible to receive an
         allocation of matching  contributions  (or would be eligible if he made
         the  type of  contributions  necessary  to  receive  an  allocation  of
         matching  contributions)  ,and a  Participant  who is  eligible to make
         nondeductible contributions,  irrespective of whether he actually makes
         nondeductible  contributions.  An Employee  continues to be an Eligible
         Employee during a period the Plan suspends the Employee's right to make
         elective deferrals or nondeductible  contributions following a hardship
         distribution.

         (d) "Highly  Compensated  Group" means the group of Eligible  Employees
         who are Highly Compensated Employees for the Plan Year.

         (e)  "Non-Highly   Compensated  Group"  means  the  group  of  Eligible
         Employees who are Non-Highly Compensated Employees for the Plan Year.

                                       81.
(f)  "Compensation"  means,  except as  specifically  provided  in this
         Article XIV, Compensation as defined for nondiscrimination  purposes in
         Section  1.12(B) of the Plan. To compute an Employee's  ADP or ACP, the
         Advisory  Committee  may  limit  Compensation  taken  into  account  to
         Compensation  received  only for the  portion of the Plan Year in which
         the Employee  was an Eligible  Employee and only for the portion of the
         Plan Year in which the Plan or the Code  ss.401(k)  arrangement  was in
         effect.

         (g) "Deferral  contributions"  are Salary Reduction  Contributions  and
         Cash or Deferred Contributions the Employer contributes to the Trust on
         behalf of an Eligible Employee  irrespective of whether, in the case of
         Cash or Deferred Contributions,  the contribution is at the election of
         the Employee. For Salary Reduction  Contributions,  the terms "deferral
         contributions" and "elective deferrals" have the same meaning.

         (h) "Elective  deferrals" are all Salary  Reduction  Contributions  and
         that  portion of any Cash or Deferred  Contribution  which the Employer
         contributes to the Trust at the election of an Eligible  Employee.  Any
         portion of a Cash or  Deferred  Contribution  contributed  to the Trust
         because  of the  Employee's  failure  to  make a  cash  election  is an
         elective  deferral.   However,  any  portion  of  a  Cash  or  Deferred
         Contribution  over which the Employee  does not have a cash election is
         not an elective  deferral  Elective  deferrals  do not include  amounts
         which have become  currently  available  to the  Employee  prior to the
         election nor amounts  designated as nondeductible  contributions at the
         time of deferral or contribution.

         (i) "Matching  contributions" are contributions made by the Employer on
         account of elective deferrals under a Code ss.401(k)  arrangement or on
         account of employee contributions.  Matching contributions also include
         Participant forfeitures allocated on account of such elective deferrals
         or employee contributions.

         (j) "Nonelective  contributions" are contributions made by the Employer
         which are not subject to a deferral  election by an Employee  and which
         are not matching contributions.

         (k) "Qualified matching contributions" are matching contributions which
         are 100%  Nonforfeitable  at all times and  which  are  subject  to the
         distribution   restrictions   described  in  paragraph  (m).   Matching
         contributions are not 100%  Nonforfeitable at all times if the Employee
         has a 100%  Nonforfeitable  interest  because  of his Years of  Service
         taken into account under a vesting schedule. Any matching contributions
         allocated to a Participant's  Qualified Matching  Contributions Account
         under  the Plan  automatically  satisfy  the  definition  of  qualified
         matching contributions.

         (1) "Qualified nonelective contributions" are nonelective contributions
         which are 100% Nonforfeitable at all times and which are subject to the
         distribution  restrictions  described  in  paragraph  (m).  Nonelective
         contributions are not 100% Nonforfeitable at all times if the

                                       82.
Employee  has a 100%  Nonforfeitable  interest  because of his Years of
         Service taken into account under a vesting  schedule.  Any  nonelective
         contributions   allocated  to  a  Participant's  Qualified  Nonelective
         Contributions   Account  under  the  Plan  automatically   satisfy  the
         definition of qualified nonelective contributions.

         (m)  "Distribution  restrictions"  means the Employee may not receive a
         distribution  of the  specified  contributions  (nor  earnings on those
         contributions)  except  in the  event of (1) the  Participant's  death,
         disability,  termination of employment or attainment of age 59 1/2, (2)
         financial  hardship  satisfying the  requirements of Code ss.401(k) and
         the applicable Treasury  regulations,  (3) a plan termination,  without
         establishment of a successor  defined  contribution plan (other than an
         ESOP),  (4) a sale  of  substantially  all of the  assets  (within  the
         meaning of Code ss.409(d)(2)) used in a trade or business,  but only to
         an employee who continues  employment  with the  corporation  acquiring
         those  assets,  or (5) a sale by a  corporation  of its  interest  in a
         subsidiary  (within the meaning of Code  ss.409(d)(3)),  but only to an
         employee who continues  employment with the subsidiary.  For Plan Years
         beginning  after  December  31,  1988,  a  distribution  on  account of
         financial  hardship,  as  described  in  clause  (2),  may not  include
         earnings  on  elective  deferrals  credited  as of a  date  later  than
         December 31, 1988, and may not include qualified matching contributions
         and  qualified  nonelective  contributions,  nor any  earnings  on such
         contributions,  credited  after  December  31,  1988.  A plan  does not
         violate the  distribution  restrictions if, instead of the December 31,
         1988,  date in the  preceding  sentence  the plan  specifies a date not
         later than the end of the last Plan Year ending  before July 1, 1989. A
         distribution  described in clauses (3), (4) or (5), if made after March
         31,  1988,  must be a lump sum  distribution,  as  required  under Code
         ss.401(k)(10).

         (n) "Employee contributions" are contributions made by a Participant on
         an after-tax basis, whether voluntary or mandatory, and designated,  at
         the  time  of   contribution,   as  an  employee   (or   nondeductible)
         contribution.  Elective  deferrals and deferral  contributions  are not
         employee contributions.  Participant nondeductible contributions,  made
         pursuant to Section 4.01 of the Plan, are employee contributions.

         14.04    MATCHING CONTRIBUTIONS / EMPLOYEE CONTRIBUTIONS.  The
Employer  may elect in  Adoption  Agreement  Section  3.01 to  provide  matching
contributions. The Employer also may elect in Adoption Agreement Section 4.01 to
permit or to require a Participant to make nondeductible contributions.

(A)  Mandatory  contributions.   Any  Participant  nondeductible   contributions
eligible for matching  contributions are mandatory  contributions.  The Advisory
Committee will maintain a separate  accounting,  pursuant to Section 4.06 of the
Plan, to reflect the  Participant's  Accrued  Benefit derived from his mandatory
contributions.   The  Employer,  under  Adoption  Agreement  Section  4.05,  may
prescribe special  distribution  restrictions  which will apply to the Mandatory
Contributions  Account  prior  to the  Participant's  Separation  from  Service.
Following his Separation from Service,

                                       83.
the general  distribution  provisions of Article VI apply to the distribution of
the Participant's Mandatory Contributions Account.

         14.05 TIME OF PAYMENT OF  CONTRIBUTIONS.  The Employer must make Salary
Reduction  Contributions  to the  Trust  within an  administratively  reasonable
period  of time  after  withholding  the  corresponding  Compensation  from  the
Participant. Furthermore, the Employer must make Salary Reduction Contributions,
Cash or  Deferred  Contributions,  Employer  matching  contributions  (including
qualified Employer matching  contributions)  and qualified Employer  nonelective
contributions  no later than the time  prescribed  by the Code or by  applicable
Treasury  regulations.  Salary  Reduction  Contributions  and  Cash or  Deferred
Contributions  are  Employer  contributions  for all  purposes  under this Plan,
except to the extent the Code or Treasury  regulations prohibit the use of these
contributions to satisfy the qualification requirements of the Code.

         14.06    SPECIAL ALLOCATION PROVISIONS - DEFERRED CONTRIBUTIONS,
MATCHING CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS.  To
make  allocations  under the Plan,  the  Advisory  Committee  must  establish  a
Deferral  Contributions  Account, a Qualified Matching  Contributions Account, a
Regular Matching  Contributions  Account, a Qualified Nonelective  Contributions
Account and an Employer Contributions Account for each Participant.

(A)  Deferral  contributions.  The  Advisory  Committee  will  allocate  to each
Participant's   Deferral   Contributions   Account   the   amount  of   Deferral
Contributions the Employer makes to the Trust on behalf of the Participant.  The
Advisory  Committee  will make this  allocation  as of the last day of each Plan
Year unless,  in Adoption  Agreement  Section  3.04,  the  Employer  elects more
frequent allocation dates for salary reduction contributions.

(B) Matching contributions.  The Employer must specify in its Adoption Agreement
whether the Advisory  Committee  will  allocate  matching  contributions  to the
Qualified   Matching   Contributions   Account  or  to  the   Regular   Matching
Contributions Account of each Participant. The Advisory Committee will make this
allocation  as of the last day of each Plan Year unless,  in Adoption  Agreement
Section 3.04, the Employer  elects more frequent  allocation  dates for matching
contributions.

         (1) To the extent the Employer  makes  matching  contributions  under a
         fixed  matching  contribution  formula,  the  Advisory  Committee  will
         allocate the matching contribution to the Account of the Participant on
         whose behalf the Employer  makes that  contribution.  A fixed  matching
         contribution  formula is a formula under which the Employer contributes
         a certain  percentage or dollar amount on behalf of a Participant based
         on  that   Participant's   deferral   contributions   or  nondeductible
         contributions eligible for a match, as specified in Section 3.01 of the
         Employer's   Adoption  Agreement  The  Employer  may  contribute  on  a
         Participant's  behalf under a specific  matching  contribution  formula
         only if the Participant satisfies the

                                       84.
accrual  requirements for matching  contributions  specified in Section
         3.06 of the  Employer's  Adoption  Agreement  and only to the event the
         matching   contribution  does  not  exceed  the  Participant's   annual
         additions limitation in Part 2 of Article III

         (2) To the extent the Employer  makes  matching  contributions  under a
         discretionary   formula,  the  Advisory  Committee  will  allocate  the
         discretionary matching contributions to the Account of each Participant
         who  satisfies  the accrual  requirements  for  matching  contributions
         specified  in Section 3.06 of the  Employees  Adoption  Agreement.  The
         allocation of discretionary  matching  contributions to a Participant's
         Account  is in the same  proportion  that each  Participant's  eligible
         contributions   bear  to  the  total  eligible   contributions  of  all
         Participants.  If the  discretionary  formula is a tiered formula,  the
         Advisory  Committee will make this allocation  separately with eligible
         contributions,  allocating  in such  manner the amount of the  matching
         contributions made with respect to that tier. "Eligible  contributions"
         are  the   Participant's   deferral   contributions   or  nondeductible
         contributions eligible for an allocation of matching contributions,  as
         specified in Section 3.01 of the Employer's Adoption Agreement.

         If  the  matching   contribution   formula  applies  both  to  deferral
contributions  and to  Participant  nondeductible  contributions,  the  matching
contributions apply first to deferral contributions.  Furthermore,  the matching
contribution  formula does not apply to deferral  contributions  that are excess
deferrals under Section 14.07.  For this purpose:  (a) excess  deferrals  relate
first to deferral  contributions for the Plan Year not otherwise  eligible for a
matching  contribution;  and (2) if the Plan Year is not a  calendar  year,  the
deferrals  for a Plan Year are the last elective  deferrals  made for a calendar
year.  Under a Standard  Plan,  an Employee  forfeits any matching  contribution
attributable to an excess  contribution or to an excess aggregate  contribution,
unless distributed  pursuant to Sections 14.08 or 14.09. Under a Nonstandardized
Plan,  this  forfeiture  rule applies  only if  specified in Adoption  Agreement
Section  3.06.  The  provisions  of Section  3.05  govern the  treatment  of any
forfeiture described in this paragraph,  and the Advisory Committee will compute
a Participant's ACP under 14.09 by disregarding the forfeiture.

(C)  Qualified  nonelective  contributions.  If the  Employer,  at the  time  of
contribution,   designates  a  contribution   to  be  a  qualified   nonelective
contribution  for the Plan Year,  the  Advisory  Committee  will  allocate  that
qualified nonelective  contribution to the Qualified  Nonelective  Contributions
Account  of each  Participant  eligible  for an  allocation  of that  designated
contribution,  as specified in Section 3.04 of the Employees Adoption Agreement.
The Advisory  Committee will make the allocation to each eligible  Participant's
Account in the same ratio that the Participant's  Compensation for the Plan Year
bears to the total Compensation of all eligible  Participants for the Plan Year.
The Advisory Committee will determine a Participant's Compensation in accordance
with the general  definition of Compensation  under Section 1.12 of the Plan, as
modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

                                       85.
(D)  Nonelective  contributions.  To the extent the Employer  makes  nonelective
contributions for the Plan Year which, at the time of contribution,  it does not
designate as qualified  nonelective  contributions,  the Advisory Committee will
allocate those contributions in accordance with the elections under Section 3.04
of  the   Employer's   Adoption   Agreement.   For   purposes   of  the  special
nondiscrimination  tests  described  in Sections  14.08 and 14.09,  the Advisory
Committee may treat nonelective  contributions allocated under this paragraph as
qualified nonelective contributions,  if the contributions otherwise satisfy the
definition of qualified nonelective contributions.

         14.07    ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) Annual Elective Deferred Limitation.  An Employee's elective deferrals for a
calendar  year  beginning  after  December 31,  1986,  may not exceed the 402(g)
limitation.  The 402(g)  limitation  is the  greater  of $7,000 or the  adjusted
amount  determined  by the  Secretary of the  Treasury.  It pursuant to a salary
reduction  agreement  or pursuant to a cash or deferral  election,  the Employer
determines  the  Employee's  elective  deferrals to the Plan for a calendar year
would exceed the 402(g)  limitation,  the Employer  will suspend the  Employee's
reduction  agreement,  if any, until the following January 1 and pay in cash the
portion of a cash or  deferral  election  which would  result in the  Employee's
elective deferrals for the calendar year exceeding the 402(g) limitation. If the
Advisory   Committee   determines  an  Employee's   elective  deferrals  already
contributed  to the Plan for a calendar year exceed the 402(g)  limitation,  the
Advisory Committee will distribute the amount in excess of the 402(g) limitation
(the "excess  deferral"),  as adjusted for allocable income, no later than April
15 of the following  calendar year. If the Advisory  Committee  distributes  the
excess  deferral  by the  appropriate  April  15,  it may make the  distribution
irrespective  of any other  provision  under  this  Plan or under the Code.  The
Advisory  Committee  will reduce the amount of excess  deferrals  for a calendar
year  distributable  to the Employee by the amount of excess  contributions  (as
determined in Section 14.08), if any, previously distributed to the Employee for
the Plan Year beginning in that calendar year.

         If an  Employee  participates  in  another  plan  under  which he makes
elective deferrals pursuant to a Code ss.401(k) arrangement,  elective deferrals
under a Simplified  Employee  Pension,  or salary  reduction  contributions to a
tax-sheltered annuity,  irrespective of whether the Employer maintains the other
plan, he may provide the Advisory committee a written claim for excess deferrals
made for a calendar  year.  The Employee must submit the claim no later than the
March 1 following the close of the  particular  calendar year and the claim must
specify the amount of the Employee's  elective  deferrals  under this Plan which
are excess deferrals. If the Advisory Committee received a timely claim, it will
distribute the excess  deferral (as adjusted for allocable  income) the Employee
has  assigned  to this  Plan,  in  accordance  with the  distribution  procedure
described in the immediately preceding paragraph.

(B) Allocable Income.  For purposes of making a distribution of excess deferrals
pursuant to this Section  14.07,  allocable  income means net income or net loss
allocable to the excess deferrals for

                                       86.
the calendar year in which the Employee made the excess deferral,  determined in
a manner which is uniform,  nondiscriminatory  and reasonably  reflective of the
manner used by the Plan to allocate income to Participants' Accounts.

         14.08 ACTUAL DEFERRAL  PERCENTAGE ("ADP") TEST. For each Plan Year, the
Advisory Committee must determine whether the Plan's Code ss.401(k)  arrangement
satisfied either of the following ADP tests:

         (i) The  average ADP for the Highly  Compensated  Group does not exceed
         1.25 times the average ADP of the Non-Highly Compensated Group; or

         (ii) The average ADP for the Highly  Compensated  Group does not exceed
         the average ADP for the Non-Highly  Compensated  Group by more than two
         percentage points (or the lesser  percentage  permitted by the multiple
         use  limitation  in Section  14.10) and the  average ADP for the Highly
         Compensated  Group is not  more  than  twice  the  average  ADP for the
         Non-Highly Compensated Group.

(A)  Calculation  of ADP.  The  average  ADP for a group is the  average  of the
separate  ADPs  calculated  for each  Eligible  Employee who is a member of that
group.  An Eligible  Employee's ADP for a Plan Year is the ratio of the Eligible
Employee's   deferral   contributions  for  the  Plan  Year  to  the  Employee's
Compensation  for the Plan Year.  For  aggregated  family  members  treated as a
single  Highly  Compensated  Employee,  the  ADP of the  family  unit is the ADP
determined  by combining  the deferral  contributions  and  Compensation  of all
aggregated  family  members.  A Non-Highly  Compensated  Employee's ADP does not
include elective  deferrals made to this Plan or to any other Plan maintained by
the Employer, to the extent such elective deferrals exceed the 402(g) limitation
described in Section 14.07(A).

         The  Advisory   Committee,   in  a  manner   consistent  with  Treasury
regulations,  may  determine  the ADPs of the Eligible  Employees by taking into
account qualified nonelective contributions or qualified matching contributions,
or both,  made to this Plan or to any other  qualified  Plan  maintained  by the
Employer.   The  Advisory  committee  may  not  include  qualified   nonelective
contributions in the ADP test unless the allocation of nonelective contributions
is  nondiscriminatory  when  the  Advisory  Committee  takes  into  account  all
nonelective  contributions  (including the qualified nonelective  contributions)
and also when the Advisory  Committee  takes into  account only the  nonelective
contributions not used in either the ADP test described in this Section 14.08 or
the ACP test described in Section 14.09. For Plan Years beginning after December
31, 1989,  the Advisory  Committee may not include int he ADP test any qualified
nonelective  contributions  or qualified  matching  contributions  under another
qualified  plan  unless  that  plan has the same  plan  year as this  Plan.  The
Advisory Committee must maintain records to demonstrate  compliance with the ADP
test,  including  the  extent  to which  the  Plan  used  qualified  nonelective
contributions or qualified matching contributions to satisfy the test.

                                       87.
For Plan  Years  beginning  prior to  January  1,  1992,  the  Advisory
Committee may elect to apply a separate ADP test to each  component  group under
the  Plan.  Each  component  group   separately  must  satisfy  the  commonality
requirement  of  the  Code  ss.401(k)   regulations  and  the  minimum  coverage
requirements  of  Code  ss.410(b).   A  component  group  consists  of  all  the
allocations  and other  benefits,  rights and  features  provided  that group of
Employees.  An Employee may not be part of more than one  component  group.  The
correction  rules  described  in  this  Section  14.08  apply  separate  to each
component group.

(B) Special aggregation rule for Highly Compensated Employees.  To determine the
ADP of any Highly Compensated  Employee,  the deferral  contributions taken into
account  must  include any  elective  deferrals  made by the Highly  Compensated
Employee under any other Code ss.401(k) arrangement  maintained by the Employer,
unless the elective  deferrals are to an ESOP. If the plans  containing the Code
ss.401(k)  arrangements  have different plan years, the Advisory  Committee will
determine  the combined  deferral  contributions  on the basis of the plan years
ending in the same calendar year.

(C) Aggregation of certain Code ss.401(k)  arrangements.  If the Employer treats
two plans as a unit for  coverage or  nondiscrimination  purposes,  the Employer
must  combine  the Code  ss.401(k)  arrangements  under such plans to  determine
whether either plan satisfies the ADP test. This aggregation rule applies to the
ADP  determination  for all  Eligible  Employees,  irrespective  of  whether  an
Eligible Employee is a Highly Compensated  Employee or a Non-Highly  Compensated
Employee.  For Plan Years  beginning  after December 31, 1989, an aggregation of
Code ss.401(k)  arrangements  under this paragraph does not apply to plans which
have different plan years and, for Plan Years beginning after December 31, 1988,
the Advisory Committee may not aggregate an ESOP (or the ESOP portion of a plan)
with a non-ESOP plan (or non-ESOP portion of a plan).

(D)  Characterization  of excess  contributions.  If,  pursuant to this  Section
14.08,  the  Advisory  Committee  has  elected  to  include  qualified  matching
contributions  in the average  ADP,  the  Advisory  Committee  will treat excess
contributions as attributable  proportionately to deferral  contributions and to
qualified  matching  contributions  allocated  on the  basis of  those  deferral
contributions.  If the total amount of a Highly  Compensated  Employee's  excess
contributions for the Plan Year exceeds his deferral  contributions or qualified
matching  contributions for the Plan Year, the Advisory Committee will treat the
remaining  portion of his excess  contributions  as  attributable  to  qualified
nonelective  contributions.  The  Advisory  Committee  will reduce the amount of
excess  contributions  for a Plan  Year  distributable  to a Highly  Compensated
Employee by the amount of excess deferrals (as determined in Section 14.07),  if
any,  previously  distributed to that Employee for the  Employee's  taxable year
ending in that Plan Year.

(E) Distribution of excess  contributions.  If the Advisory Committee determined
the Plan fails to satisfy the ADP test for a Plan Year, it must  distribute  the
excess  contributions,  as adjusted for allocable  income,  during the next Plan
Year. However, the Employer will incur an excise tax equal

                                       88.
to 10% of the amount of excess  contributions for a Plan Year not distributed to
the appropriate  Highly  Compensated  Employees during the first 2 1/2 months of
that next  Play  Year.  The  excess  contributions  are the  amount of  deferral
contributions made by the Highly Compensated  Employees which causes the Plan to
fail to satisfy the ADP test.  The Advisory  Committee  will  distribute to each
Highly  Compensated  Employee his respective share of the excess  contributions.
The  Advisory   Committee  will  determine  the  respective   shares  of  excess
contributions  by starting with the Highly  Compensated  Employee(s) who has the
greater ADP,  reducing his ADP (but not below the next highest  ADP),  then,  if
necessary,  reducing the ADP of the Highly  Compensated  Employee(s) at the next
highest ADP level (including the ADP of the Highly Compensated Employee(s) whose
ADP the Advisory  Committee already has reduced),  and continuing in this manner
until the average ADP for the Highly  Compensated  Group satisfies the ADP test.
If the Highly  Compensated  Employee is part of an aggregated  family group, the
Advisory Committee, in accordance with the applicable Treasury regulations, will
determine  each  aggregated  family  member's  allocable  share  of  the  excess
contributions assigned to the family unit.

(F) Allocable  Income.  To determine the amount of the  corrective  distribution
required  under this Section  14.08,  the Advisory  Committee must calculate the
allocable  income  for the Play Year in which the  excess  contributions  arose.
"Allocable  income" means net income or net loss. To calculate  allocable income
for  the  Plan  Year,   the   Advisory   Committee   will  use  a  uniform   and
nondiscriminatory  method which reasonably  reflects the manner used by the Plan
to allocate income to Participants' Accounts.

         14.09     NONDISCRIMINATION     RULES     FOR     EMPLOYER     MATCHING
CONTRIBUTIONS/PARTICIPANT  NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years beginning
after  December 31, 1986,  the Advisory  Committee  must  determine  whether the
annual
Employer matching  contributions  (other than qualified  matching  contributions
used in the ADP under Section 14.08), if any, and the Employee contributions, if
any,  satisfy either of the following  average  contribution  percentage  ("AC")
tests:

         (i) The ACP for the Highly Compensated Group does not exceed 1.25 times
         the ACP of the Non-Highly Compensated Group; or

         (ii) The ACP for the Highly  Compensated  Group does not exceed the ACP
         for the Non-Highly Compensated Group by more than two percentage points
         (or the lesser  percentage  permitted by the multiple use limitation in
         Section 14.10) and the ACP for the Highly Compensated Group is not more
         than twice the ACP for the Non-Highly Compensated Group.

(A) Calculation of ACP. The average  contribution  percentage for a group is the
average of the separate  contribution  percentages  calculated for each Eligible
Employee  who is a member of that  group.  An Eligible  Employee's  contribution
percentage for a Plan Year is the ratio of the eligible

                                       89.
Employee's  aggregate   contributions  for  the  Plan  year  to  the  Employee's
Compensation for the Plan Year. "Aggregate  contributions" are Employer matching
contributions (other than qualified matching  contributions used in the ADP test
under Section 14.08) and employee  contributions  (as defined in Section 14.03).
For aggregated family members treated as a single Highly  Compensated  Employee,
the contribution  percentage of the family unit is the  contribution  percentage
determined by combining  the aggregate  contributions  and  Compensation  of all
aggregated family members.

         The  Advisory   Committee,   in  a  manner   consistent  with  Treasury
regulations,   may  determine  the  contribution  percentages  of  the  Eligible
Employees by taking into account qualified nonelective contributions (other than
qualified nonelective contributions used in the ADP test under Section 14.08) or
elective  deferrals,  or both,  made to this Plan or to any other qualified Plan
maintained by the  Employer.  The Advisory  Committee may not include  qualified
nonelective  contributions  in the ACP test unless the allocation of nonelective
contributions  is  nondiscriminatory  when the  Advisory  committee  takes  into
account all  nonelective  contributions  (including  the  qualified  nonelective
contributions)  and also when the Advisory Committee takes into account only the
nonelective  contributions  not used in either the ADP test described in Section
14.08 or the ACP test  described in this Section 14.09.  The Advisory  committee
may not  include  elective  deferrals  in the ACP test,  unless  the Plan  which
includes the elective deferrals satisfied the ADP test both with and without the
elective  deferrals  included in this ACP test. For Plan Years  beginning  after
December 31, 1989,  the Advisory  Committee  may not include in the ACP test any
qualified   nonelective   contributions  or  elective  deferrals  under  another
qualified  plan  unless  that  plan has the same  plan  year as this  Plan.  The
Advisory Committee must maintain records to demonstrate  compliance with the ACP
test,  including  the  extent  to which  the  Plan  used  qualified  nonelective
contributions  or  elective  deferrals  to  satisfy  the  test.  For Plan  Years
beginning  prior to January 1, 1992, the component  group testing rule permitted
under Section 14.08(A) also applies to the ACP test under this Section 14.09.

(B) Special aggregation rule for Highly Compensated Employees.  To determine the
contribution  percentage  of any  Highly  Compensated  Employee,  the  aggregate
contributions taken into account must include any matching  contributions (other
than  qualified  matching  contributions  used in the ADP test) and any Employee
contributions  made on his behalf to any other plan  maintained by the Employer,
unless the other plan is an ESOP. If the plans have  different  plan years,  the
Advisory  Committee will determine the combined  aggregate  contributions on the
basis of the plan years ending in the same calendar year.

(C) Aggregation of certain plans. If the Employer treats two plans as a unit for
coverage or nondiscrimination  purposes,  the Employer must combine the plans to
determine  whether  either plan  satisfied the ACP test.  The  aggregation  rule
applies to the contribution percentage determination for all Eligible Employees,
irrespective of whether an Eligible Employee is a Highly Compensated Employee or
a Non-Highly  Compensated Employee.  For Plan Years beginning after December 31,
1989, an aggregation of plans under this paragraph does not apply to plans which
have different plan years, and for Plan Years beginning after December 31, 1988,
the Advisory Committee may not

                                       90.
aggregate  an ESOP (or the ESOP  portion  of a plan)  with a  non-ESOP  plan (or
non-ESOP portion of a plan).

(D) Distribution of excess aggregate contributions.  The Advisory Committee will
determine  excess aggregate  contributions  after  determining  excess deferrals
under  Section  14.07 and  excess  contributions  under  Section  14.08.  If the
Advisory  Committee  determine the Plan fails to satisfy the ACP test for a Plan
Year, it must  distribute the excess  aggregate  contributions,  as adjusted for
allocable income, during the next Plan Year. However, the Employer will incur an
excise tax equal to 10% of the amount of excess  aggregate  contributions  for a
Plan Year not distributed to the appropriate Highly Compensated Employees during
the  first  2  1/2  months  of  that  next  Plan  Year.  The  excess   aggregate
contributions are the amount of aggregate  contributions  allocated on behalf of
the Highly  Compensated  Employees  which causes the Plan to fail to satisfy the
ACP test.  The Advisory  Committee  will  distribute to each Highly  Compensated
Employee  his  respective  share  of the  excess  aggregate  contributions.  The
Advisory  Committee  will determine the  respective  shares of excess  aggregate
contributions  by starting with the Highly  Compensated  Employee(s) who has the
greatest contribution percentage,  reducing his contribution percentage (but not
below the next highest contribution  percentage),  then, if necessary,  reducing
the contribution  percentage of the Highly  Compensated  Employee(s) at the next
highest contribution  percentage level (including the contribution percentage of
the Highly Compensated  Employee(s) whose  contribution  percentage the Advisory
Committee already has reduced),  and continuing in this manner until the ACP for
the Highly  Compensated Group satisfied the ACP test. If the Highly  Compensated
Employee is part of an  aggregated  family  group,  the Advisory  Committee,  in
accordance  with  the  applicable  Treasury  regulations,  will  determine  each
aggregated family member's allocable share of the excess aggregate contributions
assigned to the family unit.

(E) Allocable  income.  To determine the amount of the  corrective  distribution
required  under this Section  14.09,  the Advisory  Committee must calculate the
allocable income for the Plan Year in which the excess  aggregate  contributions
arose.  "Allocable  income" means net income or et loss. The Advisory  Committee
will  determine  allocable  income in the same  manner as  described  in Section
14.08(F) for excess contributions.

(F) Characterization of excess aggregate  contributions.  The Advisory Committee
will treat a Highly Compensated  Employee's  allocable share of excess aggregate
contributions  in the  following  priority:  (1)  first as  attributable  to his
Employee  contributions which are voluntary  contributions,  if any; (2) then as
matching contributions allocable with respect to excess contributions determined
under the ADP test described in Section  14.08;  (3) then on a pro rata basis to
matching  contributions  and to the  deferral  contributions  relating  to those
matching  contributions  which the  Advisory  Committee  has included in the ACP
test; (4) then on a pro rata basis to Employee contributions which are mandatory
contributions,  if any, and to the matching contributions allocated on the basis
of  those  mandatory  contributions;  and  (5)  last  to  qualified  nonelective
contributions  used  in the ACP  test.  To the  extent  the  Highly  Compensated
Employee's excess

                                       91.
aggregate  contributions are attributable to matching  contributions,  and he is
not 100% vested in his Accrued Benefit  attributable to matching  contributions,
the Advisory  Committee will  distribute only the vested portion and forfeit the
non-vested  portion.  The vested  portion of the Highly  Compensated  Employee's
excess aggregate  contributions  attributable to Employer matching contributions
is the total  amount of such excess  aggregate  contributions  (as  adjusted for
allocable income) multiplied by his vested percentage (determined as of the last
day of the Plan Year for which the Employer made the matching contribution). The
Employer will specify in Adoption Agreement Section 3.05 the manner in which the
Plan will allocate forfeited excess aggregate contributions.

         14.10 MULTIPLE USE LIMITATION.  For Plan Years beginning after December
31, 1988, if at least one Highly  Compensated  Employee is includible in the ADP
test under Section 14.08 and in the ACP test under Section 14.09, the sum of the
Highly  Compensated  Group's  ADP  and  ACP  may not  exceed  the  multiple  use
limitation.

         The multiple use limitation is the sum of (i) and (ii);

         (i) 145% of the greater of: (a) the ADP of the  Non-Highly  Compensated
         Group  under  the  Code  ss.401(k)  arrangement;  or (b) the ACP of the
         Non-Highly Compensated Group for the Plan Year beginning with or within
         the Plan Year of the Code ss.401(k) arrangement.

          (ii) 2% plus the  lesser of (i)(a) or  (i)(b),  but no more than twice
               the lesser of (i)(a) or (i)(b).

         The  Advisory  Committee,  in  lieu of  determining  the  multiple  use
limitation  as the sum of (i) and (ii),  may elect to determine the multiple use
limitation as the sum of (iii) and (iv):

         (iii) 125% of the lesser of: (a) the ADP of the Non-Highly  Compensated
         Group  under  the  Code  ss.401(k)  arrangement;  or (b) the ACP of the
         Non-Highly Compensated Group for the Plan Year beginning with or within
         the Plan Year of the Code ss.401(k) arrangement.

         (iv) 2% plus the  greater of  (iii)(a)  or  (iii)(b),  but no more than
         twice the greater of (iii)(a) or (iii)(b).

         The Advisory  Committee will  determine  whether the Plan satisfies the
multiple use limitation  after applying the ADP test under Section 14.08 and the
ACP test  under  Section  14.09 and after  making any  corrective  distributions
required by those Sections.  If, after applying this Section 14.10, the Advisory
Committee determines the Plan has failed to salsify the multiple use limitation,
the Advisory Committee will correct the failure by treating the excess amount as
excess  contributions  under Section 14.08 or as excess aggregate  contributions
under Section 14.09, as it determines in its sole discretion. This Section 14.10
does not apply unless, prior to application of the multiple use

                                       92.
limitation, the ADP and the ACP of the Highly Compensated Group each exceed 125%
of the respective percentages for the Non-Highly Compensated Group.

         14.11  DISTRIBUTION  RESTRICTIONS.  The Employer  must elect in Section
6.03 the Adoption  Agreement the  distribution  events permitted under the Plan.
The distribution events applicable to the Participant's  Deferral  Contributions
Account,  Qualified  Nonelective  Contributions  Account and Qualified  Matching
Contributions  Account must satisfy the distribution  restrictions  described in
paragraph (m) of Section 14.03.

(A) Hardship  distributions from Deferral  Contributions  Account.  The Employer
must elect in Adoption  Agreement Section 6.03 whether a Participant may receive
hardship  distributions  from his Deferral  Contributions  Account  prior to the
Participant's Separation from Service.  Hardship distributions from the Deferral
Contributions  Account must satisfy the  requirements  of this Section  14.11. A
hardship  distribution  option  may not  apply  to the  Participant's  Qualified
Nonelective  Contributions Account or Qualified Matching  Contributions Account,
except as provided in paragraph (3).

         (1) Definition of hardship. A hardship  distribution under this Section
14.11  must be on account of one or more of the  following  immediate  and heavy
financial  needs:  (1) medical care described in Code ss.213(d)  incurred by the
Participant,  by the  Participant's  spouse,  or by  any  of  the  Participant's
dependents,  or  necessary  to  obtain  such  medical  care;  (2)  the  purchase
(excluding mortgage payments) of a principal residence for the Participant;  (3)
the payment of post-secondary  education  tuition and related  educational fees,
for the next 12-month period, for the Participant, for the Participant's spouse,
or for any of the Participant's  dependents (ad defined in Code ss.152);  (4) to
prevent the  eviction of the  Participant  form his  principal  residence or the
foreclosure on the mortgage of the Participant's principal residence; or (5) any
need  prescribed  by the Revenue  Service in a revenue  ruling,  notice or other
document of general  applicability which satisfies the safe harbor definition of
hardship.

         (2) Restrictions. The following restrictions apply to a Participant who
receives a hardship  distribution:  (a) the  Participant  may not make  elective
deferrals  or  employee  contributions  to the  Plan  for  the  12-month  period
following the date of his hardship distribution;  (b) the distribution is not in
excess of the amount of the immediate and heavy  financial  need  (including any
amounts  necessary to pay any federal,  state or local income taxes or penalties
reasonably anticipated to result form the distribution; (c) the Participant must
have  obtained all  distributions,  other than hardship  distributions,  and all
nontaxable loans (determined at the time of the loan) currently  available under
this Plan and all other qualified plans maintained by the Employer;  and (d) the
Participant  agrees to limit  elective  deferrals  under this Plan and under any
other qualified Plan maintained by the Employer,  for the Participant's  taxable
year immediately following the taxable year of the hardship distribution, to the
402(g) limitation (as described in Section 14.07),  reduced by the amount of the
Participant's elective deferrals made in the taxable year of the hardship

                                       93.
distribution.  The suspension of elective  deferrals and employee  contributions
described in clause (a) also must apply to all other  qualified plans and to all
non-qualified plans of deferred compensation  maintained by the Employer,  other
than any  mandatory  employee  contribution  portion of a defined  benefit plan,
including  stock  option,  stock  purchase  and  other  similar  plans,  but not
including  health or welfare  benefit  plans  (other  than the cash or  deferred
arrangement portion of a cafeteria plan).

         (3)  Earnings.  For Plan Years  beginning  after  December  31, 1988, a
hardship  distribution  under this Section 14.11 may not include  earnings on an
Employee's  elective  deferrals  credited  after  December 31,  1988.  qualified
matching contributions and qualified nonelective contributions, and any earnings
on such  contributions,  credited  as of  December  31,1988,  are subject to the
hardship  withdrawal  only if the  Employer  specifies  in an  addendum  to this
Section 14.11.  The addendum may modify the December 31, 1988, date for purposes
of determining  credited  amounts provided the date is not later than the end of
the last Plan Year ending before July 1, 1989.

(B)  Distribution  after  Separation from Service.  Following the  Participant's
Separation from Service,  the distribution  events applicable to the Participant
apply equally to all of the Participant's Accounts, except as elected in Section
6.03 of the Employer's Adoption Agreement.

(C) Correction of Annual Additions Limitations.  If, as a result of a reasonable
error in  determining  the amount of elective  deferrals  an  Employee  may make
without  violating  the  limitations  of Part 2 of Article III, an Excess Amount
results,  the Advisory  Committee will return the Excess Amount (as adjusted for
allocable income) attributable to the elective deferrals. The Advisory Committee
will make this  distribution  before  taking any  corrective  steps  pursuant to
Section 3.10 or to Section  3.16.  The Advisory  Committee  will  disregard  any
elective deferrals returned under this Section 14.11(C) for purposes of Sections
14.07, 14.08 and 14.09.

         14.12  SPECIAL  ALLOCATION  RULES.  If the Code  ss.401(k)  arrangement
provides  for  salary  reduction  contributions,  if the Plan  accepts  Employee
contributions,  pursuant  to Adoption  Agreement  Section  4.01,  or if the Plan
allocates  matching  contributions as of any date other than the last day of the
Plan Year,  the  Employer  must elect in  Adoption  Agreement  9.11  whether nay
special  allocation  provisions  will apply under Section 9.11 of the Plan.  For
purposes of the elections:

         (a) A "segregated  Account" direction means the Advisory Committee will
         establish a segregated Account for the applicable contributions made on
         the Participant's  behalf during the Plan Year. The Trustee must invest
         the segregated  Account in Federally  insured  interest bearing savings
         account(s) or time deposits,  or a combination of both, or in any other
         fixed income investments,  unless otherwise specified in the Employer's
         Adoption  Agreement.  As of the  last day of each  Plan  Year  (of,  if
         earlier,  an allocation date coinciding with a valuation date described
         in SECTION 9.22), the Advisory Committee will reallocate the segregated

                                       94.
Account to the Participant's  appropriate  Account,  in accordance with
         Section 3.04 or Section 4.06, whichever applies to the contributions.

         (b) A  "weighted  average  allocation"  method  will  treat a  weighted
         portion  of  the  applicable  contributions  as if  includible  in  the
         Participant's  Account as of the beginning of the valuation period. The
         weighted portion is a fraction, the numerator of which is the number of
         months in the valuation  period,  excluding each month in the valuation
         period which begins prior to the  contribution  date of the  applicable
         contributions,  and the denominator of which is the number of months in
         the valuation period.  The Employer may elect in its Adoption Agreement
         to substitute a weighting period other than months for purposes of this
         weighted average allocation.

                                       95.
ARTICLE A
                         APPENDIX TO BASIC PLAN DOCUMENT

         This Article is necessary to comply with the Unemployment  Compensation
Amendments  Act of 1992 and is an  integral  part of the  basic  plan  document.
Section 12.08 applies to nay modification or amendment of this Article.

         A-1 APPLICATION. This Article applies to distributions made on or after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Article, a distributee
may elect, at the time and in the manner  prescribed by the Plan  Administrator,
to have any portion of an eligible  rollover  distribution  paid  directly to an
eligible retirement plan specified by the distributee in a direct rollover.

         A-2      DEFINITIONS.

                  (a)  "Eligible  rollover  distribution"  An eligible  rollover
distribution  is any  distribution  of all or any  portion of the balance to the
credit of the distributee,  except that an eligible  rollover  distribution does
not include:  any distribution  that is one of a series of  substantially  equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the  distributee or the joint lives (or joint life  expectancies)
of the  distributee  and  the  distributee's  designated  beneficiary,  or for a
specified  period of ten years or more;  any  distribution  to the  extent  such
distribution  is  required  under  Code  ss.401(a)(9);  and the  portion  of any
distribution that is not includible in gross income  (determined  without regard
to the  exclusion  of net  unrealized  appreciation  with  respect  to  employer
securities).

                  (b) "Eligible retirement plan." An eligible retirement plan is
an  individual  retirement  account  described  in Code  408(a),  an  individual
retirement  annuity  described in Code  ss.408(b),  an annuity plan described in
Code 403(a),  or a qualified  trust  described in Code 401(a),  that accepts the
distributee's  eligible  rollover  distribution.  However,  in  the  case  of an
eligible rollover  distribution to the surviving spouse, an eligible  retirement
plan is an individual retirement account or individual retirement annuity.

                  (c)  "Distributee."  A  distributee  includes  an  Employee or
former  Employee.  In addition,  the Employee's or former  Employee's  surviving
spouse and the  Employee's or former  Employee's  spouse or former spouse who is
the alternate payee under a qualified  domestic  relations  order, as defined in
Code ss.414(p),  are  distributees  with regard to the interest of the spouse or
former spouse.

                  (d) "Direct  rollover." A direct  rollover is a payment by the
Plan to the eligible retirement plan specified by the distributee.

                                       96.
ARTICLE B
                         Appendix to Basic Plan Document

This Article is necessary to comply with the Omnibus Budget  Reconciliation  Act
of 1993 OBRA '93) and is an integral  part of the basic plan  document.  Section
12.08 applies to any modification or amendment of this Article.

In  addition  to  other  applicable  limitations  set  forth  in the  plan,  and
notwithstanding any other 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
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined  (determination  period) beginning
in such  calendar  year.  If a  determination  period  consists of fewer than 12
months, the OBRA '93 annual  compensation 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  410(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.

                                       97.

4.2         Amended and Restated Articles of Incorporation of the Registrant.

                                                                 Exhibit 4.2

                            ARTICLES OF INCORPORATION

TO THE DEPARTMENT OF STATE:
COMMONWEALTH OF PENNSYLVANIA:

                  In   compliance   with  the   requirements   of  the  Business
Corporation  Law, Act of May 5, 1933,  P.L.  364, as amended,  the  undersigned,
desiring that he may incorporate a business corporation, does hereby certify:

                  1.       The name of the corporation is

                                 FRM Corporation

                  2.  The  location  and  post  office  address  of its  initial
registered office in this Commonwealth is 747 Union Trust Building,  Pittsburgh,
Pennsylvania 15219.

                  3. The  corporation  is organized  under the provisions of the
Business  Corporation Law, and shall have unlimited power to engage in and to do
any lawful act concerning any or all lawful  business for which  corporation may
be incorporated under the Business Corporation Law.

                  4. The term of existence of the corporation is perpetual.

                  5. `The aggregate number of shares which the corporation shall
have the authority to issue shall be 200,000  shares of Common Stock,  par value
$0.20 per share.

                  6. The name and post office address of the  incorporator,  who
has subscribed for one share of Common Stock, is:

                                            Charles C. Cohen
                                            747 Union Trust Building
                                            Pittsburgh, Pennsylvania 15219
7.  The  shareholders  of  the  corporation   shall  not  have
cumulative voting rights.

                  WITNESS the due execution hereof August 28, 1970.

                                     ------------------------------------

                  Filed in the  Department  of State on the _____ day of August,
1970.

                              -------------------------------------
                              Secretary of the Commonwealth
                                                                 llm
COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                  OFFICE OF THE
                          SECRETARY OF THE COMMONWEALTH

To all to whom these Presents shall come, Greeting:

         WHEREAS, Under the provisions of the Business Corporation Law, approved
the 5th day of May, Anno Domini one thousand nine hundred and thirty-three, P.L.
364, as amended, the Department of State is authorized and required to issue a

                          CERTIFICATE OF INCORPORATION

evidencing the incorporation of a business corporation organized under the terms
of that law.

         AND WHEREAS,  The  stipulations  and  conditions  of that law have been
fully complied with by the persons desiring to incorporate as

                                 FRM Corporation

         THEREFORE,   KNOW  YE,  That  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be sealed  with the Great  Seal of the
Commonwealth,  create,  erect,  and  incorporate  the  incorporators  of and the
subscribers  to the  shares  of the  proposed  corporation  named  above,  their
associates and successors,  and also those who may thereafter become subscribers
or holders of the shares of such corporation,  into a body politic and corporate
in deed and in law by the name chosen hereinafter  specified,  which shall exist
perpetually  and  shall be  invested  with and have and  enjoy  all the  powers,
privileges,  and franchises incident to a business corporation and be subject to
all the duties,  requirements and restrictions  specified and enjoined in and by
the Business Corporation Law and all other applicable laws of this Commonwealth.

                    GIVENunder   my  Hand  and  the   Great   Seal  of  the  the
                         Commonwealth,  at the City of Harrisburg, this 31st day
                         of  August  in the year of our Lord one  thousand  nine
                         hundred and seventy  and of the  Common-wealth  the one
                         hundred                and                 ninety-fifth
                         -------------------------------------

                                 --------------------------------
                                     Secretary of the Commonwealth
                                                          ig
COMMONWEALTH OF PENNSYLVANIA
   Articles                        DEPARTMENT OF STATE
       of                           CORPORATION BUREAU
Amendment
-------------------------------------------------------------------------------

         In  compliance  with the  requirements  of Article VIII of the Business
Corporation  Law approved the 5th day of May,  1933,  P.L. 364, as amended,  the
applicant  desiring to amend its Articles hereby certifies,  under its corporate
seal that:

1.       The name of the corporation is

                     FRM Corporation

2. The location of its registered office is:

                     747 Union Trust Building, Pittsburgh, Pennsylvania

3. The corporation was formed under the Act of May 5, 1933, P.L. 364, as amended

4. Its date of incorporation is: August 31, 1970

5.       (Strike out (a) or (b) below, whichever is not applicable)

         (a)      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

         (b)      The  amendment  was adopted by a consent in  writing,  setting
                  forth the action so taken,  signed by all of the  shareholders
                  entitled to vote  thereon and filed with the  Secretary of the
                  corporation.

6. At the time of the action of the shareholders:

         (a)      The total number of shares outstanding was:  75,000 Common

         (b)      The number of shares entitled to vote was:*    75,000 Common

7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:**

                              75,000 Common

         (b)      The number of shares voted against the amendment was:**

                              None

         *If the  shares  of any class  were  entitled  to vote as a class,  the
number of shares of each class so entitled and the number of shares of all other
classes entitled to vote should be set forth.

         **If the  shares of any class  were  entitled  to vote as a class,  the
number  of shares of such  class and the  number of shares of all other  classes
voted for and against such amendment respectively should be set forth.

NOTE: If the effect of the amendment is to increase the authorized capital stock
of the  corporation,  excise  tax  at the  rate  of 1/5 of 1% on the  amount  of
increase will be due and payable with the filing of the amendment.

NOTE: Filing fee--$30.00 (In addition to any amount of excise tax due and owing)
8.       The amendment adopted by the shareholders, set forth in full, follows

                  RESOLVED, that the aggregate number of shares of Common Stock,
         par value $0.20 per share,  which the Corporation  shall have authority
         to issue,  be increased from 200,000 shares to 500,000  shares,  and to
         that end the proper officers be and are hereby  authorized and directed
         to cause  preparation  and filing of  Articles of  Amendment  restating
         paragraph 5 of the Articles of Incorporation to read as follows:

                    "5. The  aggregate  number of shares  which the  corporation
               shall have the  authority  to issue  shall be  500,000  shares of
               Common Stock, par value $0.20 per share."

         IN  TESTIMONY  WHEREOF,  the  applicant  has caused  these  Articles of
Amendment to be signed by its  President  or Vice  President  and its  corporate
seal, duly attested by its Secretary or Treasurer,  to be hereunto  affixed this
9th day of February, 1971.

                                     FRM Corporation
                                  By:  ______________________________________
                                                        (Vice President)

Attest:

---------------------------------
               (Secretary)

(CORPORATE)
(      SEAL      )

          Approved  and  filed  in the  Department  of  State on the 16th day of
          February A.D. 1971.

    -------------------------------------------
           Secretary of the Commonwealth
                                              san
COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE

         To All To Whom These Presents Shall Come, Greeting:

         WHEREAS,  In and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of May,  Anno  Domini  one  thousand  nine  hundred  and
thirty-three,  P.L. 364, as amended,  the  Department of State is authorized and
required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  of  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                                 FRM CORPORATION

         THEREFORE,   KNOW  YE,  That  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be Sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to all the provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                    Givenunder my Hand and the Great  Seal of the  Commonwealth,
                         at the City of Harrisburg, this 16th day of February in
                         the year of our  Lord one  thousand  nine  hundred  and
                         seventy-one and of the Commonwealth the one hundred and
                         ninety-fifth

                           -----------------------------------
                                 Secretary of the Commonwealth
                                                                    sat
COMMONWEALTH OF PENNSYLVANIA
   Articles                           DEPARTMENT OF STATE
       of                              CORPORATION BUREAU
Amendment
                  ---------------------------------------------------------

         In  compliance  with the  requirements  of Article VIII of the Business
corporation  Law approved the 5th day of May,  1933,  P.L. 364, as amended,  the
applicant  desiring to amend its Articles hereby certifies,  under its corporate
seal that:

1.       The name of the corporation is:

                     FRM Corporation

2. The location of its registered office is:

                     747 Union Trust Building, Pittsburgh, Pennsylvania

3. The  corporation  was  formed  under the Act of May 5,  1933,  P.L.  364,  as
amended.

4. Its date of incorporation is: August 31, 1970

5.       (Strike out (a) or (b) below, whichever is not applicable)

         (a)      XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

         (b)      The  amendment  was adopted by a consent in  writing,  setting
                  forth the action so taken,  signed by all of the  shareholders
                  entitled to vote  thereon and filed with the  Secretary of the
                  corporation.

6. At the time of the action of the shareholders:

         (a)      The total number of shares outstanding was:    93,750  Common

         (b)      The number of shares entitled to vote was:*    93,750 Common

7. In the action taken by the shareholders:

         (a)      The number of shares voted in  favor of the amendment was:  **

                                                    93,750 Common

         (b)      The number of shares voted against the amendment was:  **

                                                         None

       * If the shares of any class were entitled to vote as a class, the number
of  shares  of each  class so  entitled  and the  number  of shares of all other
classes entitled to vote should be set forth.

       ** If the  shares  of any class  were  entitled  to vote as a class,  the
number  of shares of such  class and the  number of shares of all other  classes
voted for and against such amendment respectively should be set forth.

NOTE:  If the effect of the  amendments  is to increase the  authorized  capital
stock of the  corporation,  excise tax at the rate of 1/5 of 1% on the amount of
increase will be due and payable with the filing of the amendment.

NOTE; Filing fee--$30.00.(In addition to any amount of excise tax due and owing)
8. The amendment adopted by the shareholders, set forth in full, follows:

                  RESOLVED,  that the Board of  Directors  does  hereby  propose
                  adoption by the  shareholders,  and the shareholders do hereby
                  adopt and approve amendments to the Articles of Incorporation,
                  as amended, whereby

                         (i) the name of the  Corporation  shall be  changed  to
                    Mylan Laboratories Inc.; and

                                    (ii)  the  aggregate  number  of  shares  of
                           Common  Stock,  par value $0.20 per share,  which the
                           Corporation  shall have  authority  to issue shall be
                           increased to 3,000,000; and

                                    (iii) the Articles of Incorporation shall be
                           restated in their entirety to read as follows:

                                 (see Exhibit 1)

       IN  TESTIMONY  WHEREOF,  the  applicant  has  caused  these  Articles  of
Amendment to be signed by its  President  or Vice  President  and its  corporate
seal, duly attested by its Secretary or Treasurer,  to be hereunto  affixed this
8th day of September, 1971.

                                     By:
                                                               (President)

Attest:

                    (Treasurer)

Approved and filed in the Department of State on the
             28th           day of     September     A. D. 1971.
               --------------------------        -----------------       

                                         -------------------------------
                                          Secretary of the Commonwealth
EXHIBIT 1

                             MYLAN LABORATORIES INC.

                       RESTATED ARTICLES OF INCORPORATION

                      (as filed in the Department of State
                                September , 1971)

       1.         The name of the corporation is Mylan Laboratories Inc.

       2. The location and post office address of its registered  office in this
Commonwealth is Suite 2040, One Oliver Plaza, Pittsburgh, Pennsylvania 15222.

       3. The  corporation  is organized  under the  provisions  of the Business
Corporation  Law,  and  shall  have  unlimited  power to engage in and to do any
lawful act concerning any or all lawful business for which  corporations  may be
incorporated under the Business Corporation Law.

       4. The term of existence of the corporation is perpetual.

       5. The aggregate  number of shares which the  corporation  shall have the
authority to issue shall be 3,000,000  shares of Common  Stock,  par value $0.20
per share.

       6. The shareholders of the corporation  shall not have cumulative  voting
rights.
COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                  OFFICE OF THE
                          SECRETARY OF THE COMMONWEALTH

To all to whom these Presents shall come, Greeting:

       WHEREAS, in and by Article VIII of the Business Corporation Law, approved
the fifth day of May,  Anno Domini one thousand  nine hundred and  thirty-three,
the Department of State is authorized and required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the amendment and  restatement of the Articles of  Incorporation  in
their  entirety  of a  business  corporation  organized  under or subject to the
provisions of that Law; and

       WHEREAS,  The  stipulations  and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                                 FRM CORPORATION
                                 name changed to

                             MYLAN LABORATORIES INC.

     HENCEFORTH  The  "Articles,"  as  defined  in  Article  I of  the  Business
Corporation Law, shall not include any prior documents;

       THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be Sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the  corporation  named above,  in accordance  with the
terms  and  provisions  of the  Articles  of  Amendment  presented  by it to the
Department of State,  with full power and authority to use and enjoy such rights
and powers,  subject to all the  provisions  and  restrictions  of the  Business
Corporation Law and all other applicable laws of this Commonwealth.

                    GIVEN: under my Hand and the Great Seal of the Commonwealth,
                         at the City of Harrisburg, This 28th day of September ,
                         in the year of our Lord,  one thousand nine hundred and
                         seventy- one, and of the Commonwealth,  the one hundred
                         and ninety-sixth .

                                            ---------------------------------
                                              Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
   Articles                      DEPARTMENT OF STATE
       of                       CORPORATION BUREAU
Amendment
-------------------------------------------------------------------------------

       In  compliance  with the  requirements  of Article  VIII of the  Business
Corporation  Law approved the 5th day of May,  1933,  P.L. 364, as amended,  the
applicant  desiring to amend its Articles hereby certifies,  under its corporate
seal that:

1.     The name of the corporation is

                   MYLAN LABORATORIES INC.

2. The location of its registered office is:

                   Suite 2040, One Oliver Plaza, Pittsburgh, Pennsylvania  15222

3. The corporation was formed under the Act of May 5, 1933, P.L. 364, as amended

4. Its date of incorporation is: August 31, 1970

5.     (Strike out (a) or (b) below, whichever is not applicable)

       (a)        The meeting of the  shareholders  of the  corporation at which
                  the  amendment  was adopted was held at the time and place and
                  pursuant to the kind and period of notice herein stated.

                  Time:  The       8th          day of   November    , 1972
                             ------------------        --------------    --

                  Place:       Lakeview Country Club, Morgantown, West Virginia

                  Kind and period of notice:  Notice mailed October 20, 1972; in
                  form it  complied  with  Regulation  14A under the  Securities
                  Exchange Act of 1934.

       (b)        xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

6. At the time of the action of the shareholders:

       (a)        The total number of shares outstanding was:   1,251,431 Common

       (b)        The number of shares entitled to vote was: *  1,251,431 Common

7. In the action taken by the shareholders:

       (a)        The total number of shares outstanding was: **

                              973,288 Common

       (b)        The number of shares entitled to vote was:**

                              2,413 Common

       *If the shares of any class were entitled to vote as a class,  the number
of  shares  of each  class so  entitled  and the  number  of shares of all other
classes entitled to vote should be set forth.

       **If the shares of any class were entitled to vote as a class, the number
of shares of such class and the number of shares of all other  classes voted for
and against such amendment respectively should be set forth.

NOTE: If the effect of the amendment is to increase the authorized capital stock
of the  corporation,  excise  tax  at the  rate  of 1/5 of 1% on the  amount  of
increase will be due and payable with the filing of the amendment.
EXHIBIT A

                             MYLAN LABORATORIES INC.

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

              (as filed in the Department of State December , 1972)

       1.         The name of the corporation is Mylan Laboratories Inc.

       2. The location and post office address of its registered  office in this
Commonwealth is Suite 2040, One Oliver Plaza, Pittsburgh, Pennsylvania 15222.

       3. The corporation is organized under the provisions of the  Pennsylvania
Business  Corporaiton Law, and shall have unlimited power to engage in and to do
any lawful act concerning any or all lawful business for which  corporations may
be incorporated under the Business Corporation Law.

       4. The term of existence of the corporation is perpetual.

       5. The aggregate  number of shares which the  corporation  shall have the
authority to issue shall be 3,000,000  shares of Common  Stock,  par value $0.20
per share.

       6. The shareholders of the corporation  shall not have cumulative  voting
rights.
8.       The amendment adopted by the shareholders, set forth in full, follows:

                    "Resolved,  that the Restated  Articles of  Incorporation of
               the  Company,  as  heretofore  amended,  be further  amended  and
               restated to read as follows: (see Exhibit A)

                  "Resolved,  that upon the taking effect of said  amendment and
         restatement of the Restated  Articles of  Incorporation of the Company,
         the shares of Common Stock of the  Company,  par value $0.20 per share,
         issued and outstanding  immediately  prior to the taking effect of said
         amendment and restatement  shall be, and hereby they are,  reclassified
         in the ratio of two and  one-half  shares of  Common  Stock,  par value
         $0.20 per  share,  to one share of Common  Stock,  par value  $0.50 per
         share, and one share of Common Stock, par value $0.50 per share,  shall
         be deemed to be issued and  outstanding  upon the taking effect of said
         amendment and restatement in respect of each two and one-half shares of
         Common  Stock,  par value  $0.20 per share,  which  shall be issued and
         outstanding  immediately  prior to the taking effect of said  amendment
         and restatement.

                  "Resolved,  that no  fractional  shares  will be  issued  as a
         result of the reclassification, and each shareholder otherwise entitled
         to receive a fraction of a share of the  Company's  Common  Stock,  par
         value  $0.50 per  share,  shall be  required  to sell  such  fractional
         interest  to the  Company at a price  equal of $12.50 per full share of
         reclassified Common Stock."

         IN TESTIMONY  WHEREOF,  the  applicatant  has caused therse Articles of
Amendment to be signed by its  President  or Vice  President  and its  corporate
seal, duly attested by its Secretary or Treasurer,  to be hereunto  affixed this
day of November , 19 72.

                                    By:--------------------------------------
                                                              (President)

         (Secretary or Treasurer)

Approved and filed in the Department of State on the 
                                                     
                      1st          day of        December    , A.D. 1972.  
                      -------------------         -------------------       

                           ---------------------------------     
                           Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                  OFFICE OF THE
                          SECRETARY OF THE COMMONWEALTH

To all to whom these Presents shall come, Greeting:

         WHEREAS,  In and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of May,  Anno  Domini  one  thousand  nine  hundred  and
thirty-three, the Department of State is authorized and required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the amendment and  restatement of the Articles of  Incorporation  in
their  entirety  of a  business  corporatio  organized  under or  subject to the
provisions of that Law; and

         WHEREAS,  The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                             MYLAN LABORATORIES INC.

         HENCRFORTH,  The  "Articles,"  as defined in Article I of the  Business
Corporation Law, shall not include any prior documents;

         THEREFORE,   KNOW  YE,  That  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be Sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to all the provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                    GIVENunder my Hand and the Great  Seal of the  Commonwealth,
                         at the City of  Harrisburg,  this 1st day of December ,
                         in the year of our Lord,  one thousand nine hundred and
                         seventy-two  and of the  Commonwealth,  the one hundred
                         and ninety-seventh.
Applicant's Account No.

Filing Fee:   $40
AB-2                                    79-05                   1075
                                            243944

Statement of                      COMMONWEALTH OF PENNSYLVANIA
Change of Registered                   DEPARTMENT OF STATE
Office-Domestic                         CORPORATION BUREAU
Business Corporation
--------------------------------------------------------------------------------

         In  compliance  with the  requirements  of seciton 307 of the  Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. ss.1307) the undersigned
corporation,  desiring  to effect a change in  registered  office,  does  hereby
certify that:

1.       The name of the corporation is:

                     MYLAN LABORATORIES INC.

2. The address of its present  registered  office in this  Commonwealth  is (the
Department of State is hereby  authorized to correct the following  statement to
conform to the records of the Department):

                     2040 One Oliver Plaza
    (NUMBER)                                                      (STREET)

   Pittsburgh                   Pennsylvania                               15222
--------------------------------------------------------------------------------
          (CITY)                                    (ZIP CODE)

3. The  address to which the  registered  office in this  Commonwealth  is to be
changed is:

   1968 Two Oliver Plaza
        (NUMBER)                                  (STREET)

   Pittsburgh                 Pennsylvania                               15222
------------------------------------------------------------------------------
          (CITY)                                  (ZIP CODE)

4. Such change was authorized by resolution  duly adopted by at least a majority
of the members of the board of directors of the corporation.

         IN  TESTIMONY  WHEREOF,  the  udnersigned  corporation  has caused this
statement to be signed by a duly a uthorized  officer,  and its corporate  seal,
duly attested by another such officer, to be hereunto affixed,  this 10th day of
January , 19 79.

                                         (NAME OF CORPORATION)

                  By:
                                                   (SIGNATURE)

                           (TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Attest:

                 (SIGNATURE)

           SECRETARY
(TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)
Applicant's Account No.

Filing Fee:   $40
AB-2                                    81 - 80                   1775
                           -------------------------------------------

Articles of                                COMMONWEALTH OF PENNSYLVANIA
Amendment -                                     DEPARTMENT OF STATE
Domestic Business Corporation                   CORPORATION BUREAU
-------------------------------------------------------------------------------

     In  compliance  with  the  requirements  of  section  806 of  the  Business
Corporation  Law,  act of  May  5,  1933  (P.L.  364)  (15  P.S.  ss.1806),  the
undersigned  corporation,  desiring to amend its Aritcles,  does hereby  certify
that:

1.       The name of the corporation is:

                     MYLAN LABORATORES INC.

2. The location of its registered office in this Commonwealth is (the Department
of State is hereby  authorized to correct the following  statement to conform to
the records of the Department):

   1968 Two Oliver Plaza
        (NUMBER)                                     (STREET)

   Pittsburgh                   Pennsylvania                               15222
  -----------------------------------------------------------------------------
          (CITY)                                     (ZIP CODE)

3. The statute by or under which it was incorporated is:

Pennsylvania Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended

4. The date of its incorporation is: August 31, 1970

5. (Check, and if appropriate, complete one of the following):

         [ ] The meeting,  of the  shareholders  of the corporation at which the
amendment  was adopted  was held at the time and place and  pursuant to the kind
and period of notice herein stated.

  Time:    The        18th         day of          December             , 1981
              --------------------        ------------------------------    --

  Place:   1030 Century Building, Pittsburgh, Pennsylvania

         Kind and  period  of  notice  Written  Notice  of  Special  Meeting  of
Shareholders mailed November 20, 1981

         |_| The  amendment  was adopted by a consent in writing,  setting forth
the action so taken, signed by all of the shareholders  entitled to vote thereon
and filed with the Secretary of the corporation.

6. At the time of the action of shareholders:

         (a)      The total number of shares outstanding was:

                  2,519,424 shares of Common Stock

         (b) The number of shares entitled to vote was:

                  2,519,424 shares of Common Stock
7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:

                  1,970,913 shares of Common Stock

         (b) The number of shares voted against the amendment was:

                  25,626 shares of Common Stock

8. The amendment adopted by the shareholders, set forth in full, is as follows:

                  RESOLVED, that the aggregate number of shares of Common Stock,
         par value $0.50 per share,  which the Corporation  shall have authority
         to issue, be increased form 3,000,000 shares to 10,000,000  shares, and
         to that  end the  proper  officers  be and are  hereby  authorized  and
         directed  to cause  preparation  and filing of  Articles  of  Amendment
         restating   paragraph  5  of  the  Amended  and  Restated  Articles  of
         Incorporation to read as follows:

               "5. The aggregate  number of shares which the  corporation  shall
          have the  authority  to issue  shall be  10,000,000  shares  of Common
          Stock, par value $0.50 per share."

         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles  of  Amendment  to be  signed  by a duly  authorized  officer  and  its
corporate  seal, duly attested by another such officer,  to be hereunto  affixed
this 18th day of December , 19 81.

                                                       (NAME OF CORPORATION)

                                 By:
                                                   MILAN PUSKAR      (SIGNATURE)

Rorbert W. Smiley  (SIGNATURE)                           President
                                         (TITLE, PRESIDENT, VICE PRESIDENT, ETC.

(TITLE, SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM:

         A.   Any necessary  copies of Form DSCB: 17.2 (Consent to Appropriation
              of Name) or Form DSCB: 17.3 (Consent to Use of Similar Name) shall
              accompany Articles of Amendment effecting a change of name.

         B. Any necessary governmental approvals shall accompany this form.

         C.   Where action is taken by partial written  consent  pursuant to the
              Articles,  the second  alternate of Paragraph 5 should be modified
              accordingly.

         D.   If the shares of any class were  entitled to vote as a class,  the
              number of  shares  of each  class so  entitled  and the  number of
              shares of all other  classes  entitled to vote should be set forth
              in Paragraph 6(b).

         E.   If the shares of any class were  entitled to vote as a class,  the
              number  of shares  of each  class and the  number of shares of all
              other  classes voted for and against such  amendment  respectively
              should be set forth in Paragraph 7(a) and 7(b).

         F.   BCL ss.807 (15 P.S. ss. 1807) requires that the corporation  shall
              advertise  its  intention  to file or the  filing of  Articles  of
              Amendment. Proofs of publication of such advertising should not be
              delivered to the Department,  but should be filed with the minutes
              of the corporation.
COMMONWEALTH OF PENNSYVLANIA
                               DEPARTMENT OF STATE

To all to whom these Presents shall come, Greeting:

     WHEREAS, In and by Arrticle VIII of the Business  Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, P.
L. 364, as amended,  the Department of State is authorized and required to issue
a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  of  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by

                             MYLAN LABORATORIES INC.

              THEREFORE,  KNOW YE,  That  subject  to the  Constitution  of this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be Sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance  with the terms and provisions of the Aricles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to all the provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                    Givenunder my Hand and the Great  Seal of the  Commonwealth,
                         at the City of Harrisburg, this 21st day of DECEMBER in
                         the year of our  Lord one  thousand  nine  hundred  and
                         eightyty-one  and of the  Commonwealth  the two hundred
                         and six.

                         ------------------------------------
                                Secretary of the Commonwealth
Applicant's Account No.

Filing Fee:   $40
AB-2                                    82-08     000988
                                            243944

Statement of                               COMMONWEALTH OF PENNSYLVANIA
Change of Registered                            DEPARTMENT OF STATE
Office-Domestic                                 CORPORATION BUREAU
Business Corporation
-------------------------------------------------------------------------------

         In  compliance  with the  requirements  of section 307 of the  Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. ss.1307) the undersigned
corporation,  desiring  to effect a change in  registered  office,  does  hereby
certify that:

1.       The name of the corporation is:

                     MYLAN LABORATORIES  INC.

2. The address of its present  registered  office in this  Commonwealth  is (the
Department of State is hereby  authorized to correct the following  statement to
conform to the records of the Department):

 1968 Two Oliver Plaza
      (NUMBER)                                   (STREET)

 Pittsburgh                  Pennsylvania                               15222
 ----------------------------------------------------------------------------
        (CITY)                                   (ZIP CODE)

3. The  address to which the  registered  office in this  Commonwealth  is to be
changed is:

 1030 Century Building, 130 Seventh Street
      (NUMBER)                                                      (STREET)

 Pittsburgh                    Pennsylvania                               15222
-------------------------------------------------------------------------------
     (CITY)                                                      (ZIP CODE)

4. Such change was authorized by resolution  duly adopted by at least a majority
of the members of the board of directors of the corporation.

         IN  TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused this
statement to be signed by a duly  authorized  officer,  and its corporate  seal,
duly attested by another such officer, to be hereunto affixed,  this 29th day of
January , 19 82.

                                       Mylan Laborastores Inc.
                                   (NAME OF CORPORATION)

                 By:
                            Milan Puskar         (SIGNATURE)

                          (TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
Attest:

Robert W. Smiley           (SIGNATURE)

           SECRETARY
    (TITLE: SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)
Applicant's Account No.

Filing Fee:   $40
AB-2                                    8443                   975
                           ---------------------------------------

Articles of                                COMMONWEALTH OF PENNSYLVANIA
Amendment-                                      DEPARTMENT OF STATE
Domestic Business Corporation                   CORPORATION BUREAU
-------------------------------------------------------------------------------

         In  compliance  with the  requirements  of Section 307 of the  Business
Corporation Law, act of May 5, 1933 (P.L. 364) (15 P.S. ss.1806) the undersigned
corporation,  desiring  to effect a change in  registered  office,  does  hereby
certify that:

1.       The name of the corporation is:

                      MYLAN LABORATORIES  INC.

2. The location of its registered office in this Commonwealth is (the Department
of State is hereby  authorized to correct the following  statement to conform to
the records of the Department):

1030 Century Building                                         130 Seventh Street
     -----------------------------------------------------------------------

      (NUMBER)                                               (STREET)

Pittsburgh                   Pennsylvania                  15222
         --------------------------------------------------------------------

   (CITY)                                              (ZIP CODE)

3. The statute by or under which it was incorporated is:

         Act of May 5, 1933, P.L. 364, as amended.
  -----------------------------------------------------------------------------

4.       The date of its incorporation is:       August 31, 1970

5. (Check, and if appropriate, complete one of the following):
|_| The meeting of the  shareholders  of the  corporation at which the amendment
was adopted  was held at the time and place and  pursuant to the kind and period
of notice herein stated.

         Time:    The        22nd         day of          June        , 1984
                     --------------------        -------------------------- 
         Place:    Sheraton Lakeview, Morgantown, West Virginia

         Kind  and  period  of  notice  Written  Notice  of  Annual  Meeting  of
Shareholders mailed approximately May 12, 1984
         The  amendment  was adopted by a consent in writing,  setting forth the
action so taken, signed by all of the shareholders  entitled to vote thereon and
filed with the Secretary of the corporation.

6. At the time of the action of shareholders:

         (a)      The total number of shares outstanding was:

                  7,949,996
-------------------------------------------------------------------------------

         (b) The number of shares entitled to vote was:

                  7,949,996
--------------------------------------------------------------------------------
7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:

                  5,098,829
--------------------------------------------------------------------------------

         (b) The number of shares voted against the amendment was:

                  107,334
--------------------------------------------------------------------------------

8. The amendments adopted by the shareholders, set forth in full, is as follows:

         See Exhibit A and B attached hereto.

         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles  of  Amendment  to be  signed  by a duly  authorized  officer  and  its
corporate  seal, duly attested by another such officer,  to be hereunto  affixed
this 22nd day of June , 1984.

                                                  MYLAN LABORATORIES INC.
                                                (NAME OF CORPORATION)

Attest:                  By:
                                                      (SIGNATURE)

         (SIGNATURE)                                     President
                                  (TITLE, PRESIDENT, VICE PRESIDENT, ETC.)

(TITLE, SECRETARY, ASSISTANT SECRETARY, ETC.)

(CORPORATE SEAL)

INSTRUCTIONS FOR COMPLETION OF FORM:

         A.   Any necessary  copies of Form DSCB: 17.2 (Consent to Appropriation
              of Name) or Form DSCB: 17.3 (Consent to Use of Similar Name) shall
              accompany Articles of Amendment effecting a change of name.

         B. Any necessary governmental approvals shall accompany this form.

         C.   Where action is taken by partial written  consent  pursuant to the
              Articles,  the second  alternate of Paragraph 5 should be modified
              accordingly.

         D.   If the shares of any class were  entitled to vote as a class,  the
              number of  shares  of each  class so  entitled  and the  number of
              shares of all other  classes  entitled to vote should be set forth
              in Paragraph 6(b).

         E.   If the shares of any class were  entitled to vote as a class,  the
              number  of shares  of each  class and the  number of shares of all
              other  classes voted for and against such  amendment  respectively
              should be set forth in Paragraph 7(a) and 7(b).

         F.   BCL ss.807 (15 P.S. ss. 1807) requires that the corporation  shall
              advertise  its  intention  to file or the  filing of  Articles  of
              Amendment. Proofs of publication of such advertising should not be
              delivered to the Department,  but should be filed with the minutes
              of the corporation.
EXHIBIT A
                          AMENDMENT AND RESTATEMENT OF
                               PARAGRAPH 5 OF THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                           OF MYLAN LABORATOREIS INC.

                  "5.A.  The  aggregate  number of shares which the  corporation
shall  have  authority  to  issue is  fifty-five  million  (55,000,000)  shares,
consisting of fifty million (50,000,000) shares of common stock, par value $0.50
per share  (hereinafter  referred to as the "Common  Stock"),  and five  million
(5,000,000)  shares of preferred stock,  par value $0.50 per share  (hereinafter
referred to as the "Preferred Stock").

                  B. The class of Preferred Stock may be divided into and issued
from  time to  time  in one or  more  series.  The  designations,  the  relative
preferences  and  participating,  optional  and other  special  rights,  and the
qualifications,  limitations or  restrictions  of each such series,  if any, may
differ from these of any and all other  series;  and the board of  directors  is
hereby expressly  authorized to fix and determine,  by resolution or resolutions
prior to the issuance of any shares of any series of the  Preferred  Stock,  the
designations,  preferences, relative, participating,  optional and other special
rights and the  qualifications,  limitations  or  restrictions  of such  series,
including, without limiting the generality of the foregoing, the following:

                  (i) The date and time at which,  and the terms and  conditions
         on which,  dividends,  if any, on such series of Preferred Stock may be
         paid and may be cumulative;

                  (ii) The  right,  if any,  of the  holders  of  shares of such
         series of Preferred  Stock to vote and the manner of voting,  except as
         may otherwise be provided by paragraph 6 hereof or by the  Pennsylvania
         Business Corporation Law;

                  (iii) The  right,  if any,  of the  holders  of shares of such
         series of Preferred Stock to convert the same into or exchange the same
         for  other  classes  of  stock of the  corporation  and the  terms  and
         conditions for such conversion and exchange;

                  (iv) The redemption  price or prices,  if any, and the time at
         which, and the terms and conditions on which, the shares of such series
         of Preferred Stock may be redeemed;

                  (v) The terms of the sinking  fund or  redemption  or purchase
         account, if any, to be provided for such series of Preferred Stock;

                  (vi) The  rights of the  holders  of shares of such  series of
         Preferred   Stock  upon  the  voluntary  or  involuntary   liquidation,
         distribution  or sale  of  assets,  dissolution  or  winding  up of the
         corporation; and

                  (vii) The number of shares  which  shall  constitute  any such
         series,  which number may at any time or from time to time be increased
         or  decreased,  but  not  below  the  number  of  shares  thereof  then
         outstanding.

         C.  Holders of Common  Stock shall be entitled to one vote per share in
the election of directors and in all other  matters  submitted for action by the
holders of Common Stock.
D. Except for and subject to those  rights  expressly  granted in or by
virtue of  subparagraph  B of this  paragraph 5 to the holders of the  Preferred
Stock,  or  except  as may  be  provided  by the  laws  of the  Commonwealth  of
Pennsylvania,  the holders of the Common Stock shall have  exclusively all other
rights of shareholders."
COMMONWEALTH OF PENNSYLVANIA

                               DEPARTMENT OF STATE

TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

         WHEREAS,  in and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of May,  Anno  Domino  one  thousand  nine  hundred  and
thirty-three,  P.L. 364, as amended,  the  Department of State is authorized and
required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  to  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  the stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by:

                             MYLAN LABORATORIES INC.

         THEREFORE,   KNOW  YE,  that  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to al the  provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                  GIVEN under my hand and the Great Seal of the Commonwealth, as
the City of Harrisburg, this __ day of June in the year of our Lord one thousand
nine hundred and eighty four and of the Commonwealth the two hundred and eighth.

                                            -------------------------------
                                            Secretary of the Commonwealth

154761_1.WPD
COMMONWEALTH OF PENNSYLVANIA
                               DEPARTMENT OF STATE
                                CORPORATE BUREAU

----------------------------------------------------------------------

         In  compliance  with the  requirements  of Section 806 of the  Business
Corporation  Law,  act of May 5,  1933  (P.L.  364)  (15  P.S.  ss.  1806),  the
undersigned  corporation,  desiring to amend its Articles,  does hereby  certify
that:

1.       The name of the corporation is:

         Mylan Laboratories Inc.
--------------------------------------------------------------------------------

2. The location of its registered office in this Commonwealth is (the Department
of State is hereby  authorized to correct the following  statement to confirm to
the records of the Department):

         1030 Century Building, 120 Seventh Street
---------------------------------------------------------------------------

         (Number)                           (Street)

         Pittsburgh,                 Pennsylvania                       15222
------------------------------------------------------------------------

         (City)                           (State)                    (Zip Code)

3. The state by or under which it was incorporated is:

         Act of May 5, 1933, P.L. 364, as amended
----------------------------------------------------------------------------

4. The date of its incorporation is:

         August 31, 1970
------------------------------------------------------------------------

5. (Check, and if appropriate, complete one of the following):

         [X]      The meeting of the  shareholders  of the  corporation at which
                  the  amendment  was adopted was held at the time and place and
                  pursuant to the kind and period of notice herein stated:

                  Time: The 22nd day of June, 1988

                  Place: Sheraton Lakeview Inn, Morgantown, West Virginia

                  Kind and period of notice:  Written  Notice of Annual  Meeting
                  mailed to Shareholders on May 23, 1988.

                  |_| The amendment was adopted by a consent in writing  setting
forth the action so taken,  signed by all of the  shareholders  entitled to vote
thereon and filed with the Secretary of the corporation.

6. At the time of the action of shareholders:

         (a)      The total number of shares outstanding was:

                  36,143,411 Shares of Common Stock as of 4/30/1988
----------------------------------------------------------------------------

         (b) The number of shares entitled to vote was:

                  36,143,411 Shares of Common Stock as of 4/30/1988
------------------------------------------------------------------------------
7. In the action taken by the shareholders:

         (a)      The number of shares voted in favor of the amendment was:

                  29,232,097 Shares of Common Stock
--------------------------------------------------------------------------------

         (b) The number of shares voted against the amendment was:

                  1,241,843 Shares of Common Stock
--------------------------------------------------------------------------------

8. The amendment adopted by the shareholders, set forth in full, as follows:

                  RESOLVED,  that  Paragraph  5.A of the  Restated  Articles  of
         Incorporation  of Mylan  Laboratories  Inc. be amended and  restated to
         read in its entirety as follows:

                  5.A.  The  aggregate  number of shares  which the  corporation
                  shall have  authority  to issue is one  hundred  five  million
                  (105,000,000)  shares,   consisting  of  one  hundred  million
                  (100,000,000) shares of common stock, par value $.50 per share
                  (hereinafter  referred  to as the  "Common  Stock"),  and five
                  million  (5,000,000) shares of preferred stock, par value $.50
                  per share (hereinafter referred to as the "Preferred Stock").

         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles  of  Amendment  to be  signed  by a duly  authorized  officer  and  its
corporate  seal, duly attested by another such officer,  to be hereunto  affixed
this 29th day of July, 1988.

                                     MYLAN LABORATORIES INC.

                                     By:____________________________________
                                              Roy McKnight, Chairman
Attest:

-----------------------------------
         (Signature)

-----------------------------------
Title: Secretary, Assistant Secretary, etc.

(CORPORATE SEAL)

INSTRUCTION FOR COMPLETION OF FORM:

         A.       Any   necessary   copies  of  Form   DSCB:17.2   (Consent   to
                  Appropriation  of Name) or Form DSCB:  17.3 (Consent to Use of
                  Similar Name) shall accompany Articles of Amendment  effecting
                  a change of name.

         B. Any necessary governmental approvals shall accompany this form.

         C.       Where action is taken by partial written  consent  pursuant to
                  the  Articles,  the second  alternate of Paragraph 5 should be
                  modified accordingly.

         D.       If the shares of any class were  entitled  to vote as a class,
                  the number of shares of each class so entitled  and the number
                  of shares of all other classes  entitled to vote should be set
                  forth in Paragraph 6(b).

         E.       If the shares of any class were  entitled  to vote as a class,
                  the number of shares of such class and the number of shares of
                  all  other  classes  voted  for  and  against  such  amendment
                  respectively should be set forth in Paragraphs 7(a) and 7(b).
F.       BCL ss. 807 (P.S.  ss.  1807)  requires  that the  corporation
                  shall  advertise  its  intention  to  file  or the  filing  of
                  Articles  of  Amendment,   Proofs  of   publication   of  such
                  advertising  should not be  delivered  to the  Department  but
                  should be filed with the minutes of the corporation.

                          COMMONWEALTH OF PENNSYLVANIA

                               DEPARTMENT OF STATE

TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

         WHEREAS,  in and by  Article  VIII  of the  Business  Corporation  Law,
approved  the fifth day of may,  Anno  Domino  one  thousand  nine  hundred  and
thirty-three,  P.L. 364, as amended,  the  Department of State is authorized and
required to issue a

                            CERTIFICATE OF AMENDMENT

evidencing  the  amendment  to  the  Articles  of  Incorporation  of a  business
corporation organized under or subject to the provisions of that Law, and

         WHEREAS,  the stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by:

                             MYLAN LABORATORIES INC.

         THEREFORE,   KNOW  YE,  that  subject  to  the   Constitution  of  this
Commonwealth  and under the authority of the Business  Corporation  Law, I do by
these  presents,  which I have  caused to be sealed  with the Great  Seal of the
Commonwealth,  extend the rights and powers of the  corporation  named above, in
accordance with the terms and provisions of the Articles of Amendment  presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers,  subject to al the  provisions and  restrictions  of the
Business Corporation Law and all other applicable laws of this Commonwealth.

                  GIVEN under my hand and the Great Seal of the Commonwealth, as
the City of Harrisburg, this __ day of June in the year of our Lord one thousand
nine hundred and eighty four and of the Commonwealth the two hundred and eighth.

                                     -------------------------------
                                     Secretary of the Commonwealth
Microfilm Number                      --------------------------
                                       Filed with the Department of State on  

Entity Number                         --------------------------

                                     -----------------------------

                                     Secretary of the Commonwealth

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1915 (Rev 90)

         In compliance with the requirements of 15 Pa.C.S. ss. 1915 (relating to
articles of amendment), the undersigned business corporation,  desiring to amend
its Articles, hereby states that:

1.  The name of the corporation is:

         Mylan Laboratories Inc.
--------------------------------------------------------------------------------

2. The (a)  address  of this  corporation's  current  registered  office in this
Commonwealth  or (b) name of its commercial  registered  office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):

      1030 Century Building, 120 Seventh Street, Pittsburgh, Pennsylvania 15222
--------------------------------------------------------------------------------

                 Number and Street                  City       State Zip County

         (b) c/o:

-------------------------------------------------------------------------------

              Name of Commercial Registered Office Provider               County

    For a corporation  represented by a commercial  registered  office provider,
the county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.

3. The  statute by or under  which it was  incorporated  is: Act of May 5, 1933,
P.L. 364, as amended

4. The date of its incorporation is: August 31, 1970

5. (Check, and if appropriate complete, one of the following):

         XX       The amendment shall be effective upon filing these Articles of
                  Amendment in the Department of State.

         ___      The amendment shall be effective on

                                      ______________at ________________________ 
6. (Check one of the following):         Date                      Hour      
                                        
         XX       The  amendment  was adopted by the  shareholders  (or members)
                  pursuant to 15 Pa.C.S. ss.1914(a) and (b).

         ___      The amendment was adopted by the board of directors pursuant 
                                  to 15 Pa.C.S.ss.1914(c).

7. (Check, and if appropriate complete, one of the following):

         ___      The amendment adopted by the corporation, set forth in full, 
                                                is as follows:

         XX       The amendment  adopted by the corporation is set forth in full
                  in Exhibit A attached hereto and made a part hereof.
DSCB:15-1915 (Rev 90)-2

8. (Check if the amendment restates the Articles):

         ----
                  The restated Articles of Incorporation  supersede the original
                  Articles and all amendments thereto.

         IN TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused these
Articles of Amendment  to be signed by a duly  authorized  officer  thereof this
______ day of April, 1993.

                                            MYLAN LABORATORIES INC.

                                            By:________________________________
                                                (Signature)

                                            Title: Secretary
MYLAN LABORATORIES INC.
                                   EXHIBIT "A"
                            TO ARTICLES OF AMENDMENT

         RESOLVED,  that Paragraph 5.A of the Restated Articles of Incorporation
of Mylan  Laboratories  Inc. be amended and  restated to read in its entirety as
follows:

                  5.A.     The aggregate  number of shares which the corporation
                           shall have authority to issue is 305,000,000  shares,
                           consisting of 300,000,000 shares of common stock, par
                           value $.50 per share (hereinafter  referred to as the
                           "Common  Stock"),  and 5,000,000  shares of preferred
                           stock, par value $.50 per share (hereinafter referred
                           to as the "Preferred Stock").
Microfilm Number                  Filed with the Department of State on

Entity Number
                                      Secretary of the Commonwealth

         STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1522 (Rev 90)

         In compliance with the requirements of 15 Pa.C.S. ss. 1522(b) (relating
to statement with respect to shares), the undersigned  corporation,  desiring to
state the designation and voting rights, preferences,  limitations,  and special
rights, if any, of a class or series of its shares, hereby states that:

1.  The name of the corporation is:

         Mylan Laboratories Inc.
-------------------------------------------------------------------------

2. (Check and complete one of the following):

        -----
         The  resolution  amending the  Articles  under 15 Pa.C.S.  ss.  1522(b)
         (relating to divisions and  determinations by the board),  set forth in
         full, is as follows:

         XX      The resolution amending the Articles under 15 Pa.C.S.ss.1522(b)
                                           is set forth in full in Exhibit A
         --
                  attached hereto and made a part hereof.

3. The  aggregate  number  of shares of such  class or  series  established  and
designated by (a) such resolution, (b) all prior statements, if any, filed under
15  Pa.C.S.  ss.  1522 or  corresponding  provisions  of prior law with  respect
thereto, and (c) any other provision of the Articles is 300,000 shares.

4.  The resolution was adopted by the Board of Directors or an authorized 
                               committee thereof on August 22, 1996

5. (Check, and if appropriate complete, one of the following):

        -----
__     The resolution shall be effective upon the filing of this statement with 
           respect to shares in the Department of State.

   --   -----
         The resolution shall be effective on:                  at
                                                     Date                 Hour

         IN  TESTIMONY  WHEREOF,  the  undersigned  corporation  has caused this
statement  to be  signed by a duly  authorized  officer  thereof  this 22 day of
August, 1996.

                               MYLAN LABORATORIES INC.

                               By:

                               Title:
Exhibit A

                        RESOLUTION OF BOARD OF DIRECTORS
                       TO AMEND ARTICLES OF INCORPORATION
                    TO ESTABLISH A SERIES OF PREFERRED SHARES

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of  Directors  of the Company in  accordance  with the  provisions  of the
Amended and Restated  Articles of  Incorporation of the Company and Section 1522
of the Pennsylvania Business Corporation Law, as amended, the Board of Directors
hereby adopts and approves an amendment to the Amended and Restated  Articles of
Incorporation  of the Company,  as amended,  which creates out of the authorized
but  unissued  shares of  Preferred  Stock,  par value  $0.50 per share,  of the
Company a series of Preferred  Stock,  the designation and authorized  number of
shares of which, and the terms and relative rights,  preferences and limitations
of which, are as follows:

         Section 1.  Designation and Amount.  The shares of such series shall be
         designated  as "Series A Junior  Participating  Preferred  Stock"  (the
         "Series A Preferred  Stock") and the number of shares  constituting the
         Series A Preferred Stock shall be 300,000. Such number of shares may be
         increased  or  decreased  by  resolution  of the  Board  of  Directors;
         provided,  (a) that no  decrease  shall  reduce the number of shares of
         Series A  Preferred  Stock to a number  less than the  number of shares
         then  outstanding  plus the number of shares reserved for issuance upon
         the exercise of outstanding  options,  rights,  or warrants or upon the
         conversion  of any  outstanding  securities  issued by the  corporation
         convertible  into Series A Preferred  Stock;  and (b) no increase shall
         cause the  aggregate  number of all shares of Preferred  Stock that the
         corporation  is authorized to issue to be greater than is authorized by
         these Amended and Restated Articles of Incorporation.

         Section 2.  Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
         other  series of  Preferred  Stock of the  corporation  (or any similar
         stock) ranking prior and superior to the Series A Preferred  Stock with
         respect  to  dividends,  the  holders  of shares of Series A  Preferred
         Stock,  in preference  to the holders of Common Stock,  par value $0.50
         per share (the "Common Stock"),  of the  corporation,  and of any other
         junior stock, shall be entitled to receive, when, as and if declared by
         the Board of Directors out of funds legally  available for the purpose,
         quarterly  dividends  payable in cash on the first day of March,  June,
         September,  and December in each year (each such date being referred to
         herein as a "Quarterly Dividend Payment Date"), commencing on the first
         Quarterly  Dividend Payment Date after the first issuance of a share or
         fraction of a share of Series A Preferred Stock, in an amount per share
         (rounded  to the  nearest  cent)  equal to the greater of (a) $1 or (b)
         subject to the provision for  adjustment  hereinafter  set forth,  1000
         times the  aggregate per share amount of all cash  dividends,  and 1000
         times the aggregate per share amount  (payable in kind) of all non-cash
         dividends  or other  distributions,  other than a  dividend  payable in
         shares of Common Stock or a subdivision  of the  outstanding  shares of
         Common Stock (by reclassification or otherwise), declared on the Common
         Stock since the immediately  preceding  Quarterly Dividend Payment Date
         or, with respect to the First Quarterly  Dividend  Payment Date,  since
         the  first  issuance  of any share or  fraction  of a share of Series A
         Preferred Stock. In the event the corporation shall at any time declare
         or pay any  dividend  on the Common  Stock  payable in shares of Common
         Stock, or effect a subdivision or combination or  consolidation  of the
         outstanding  shares of Common Stock (by  reclassification  or otherwise
         than by payment of a dividend in shares of
Common  Stock)  into a  greater  or  lesser  number of shares of Common
         Stock,  then in each such case the amount to which holders of shares of
         Series A Preferred Stock were entitled  immediately prior to such event
         under  clause  (b) of the  preceding  sentence  shall  be  adjusted  by
         multiplying  such amount by a fraction,  the  numerator of which is the
         number of shares of Common  Stock  outstanding  immediately  after such
         event and the  denominator  of which is the  number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  (B) The  corporation  shall declare a dividend or distribution
         on the Series A Preferred  Stock as provided in  paragraph  (A) of this
         Section immediately after it declares a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common  Stock during the period  between any  Quarterly
         Dividend  Payment  Date  and the  next  subsequent  Quarterly  Dividend
         Payment  Date,  a dividend  of $1 per share on the  Series A  Preferred
         Stock  shall  nevertheless  be  payable  on such  subsequent  Quarterly
         Dividend Payment date.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  shares  of Series A  Preferred  Stock  from the  Quarterly
         Dividend  Payment date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly  Dividend  Payment date, in which case dividends on
         such  shares  shall  begin  to  accrue  from  the date of issue of such
         shares, or unless the date of issue is Quarterly  Dividend Payment Date
         or is a date after the record date for the  determination of holders of
         shares of Series A  Preferred  Stock  entitled  to receive a  quarterly
         dividend and before such Quarterly  Dividend Payment Date, in either of
         which  events such  dividends  shall begin to accrue and be  cumulative
         from such Quarterly Dividend Payment Date. Accrued but unpaid dividends
         shall  not bear  interest.  Dividends  paid on the  shares  of Series A
         Preferred  Stock in an  amount  less  than  the  total  amount  of such
         dividends  at the time  accrued  and  payable on such  shares  shall be
         allocated pro rata on a  share-by-share  basis among all such shares at
         the time outstanding.  The Board of Directors may fix a record date for
         the  determination  of  holders of shares of Series A  Preferred  Stock
         entitled  to receive  payment of a dividend  or  distribution  declared
         thereon,  which record date shall be not more than 60 days prior to the
         date fixed for the payment thereof.

         Section 3.  Voting Rights.  The holder of shares of Series A Preferred 
         Stock shall have the following voting rights:

                  (A) Subject to the provision for  adjustment  hereinafter  set
         forth,  each share of Series A Preferred Stock shall entitle the holder
         thereof  to  1000  votes  on all  matters  submitted  to a vote  of the
         shareholders of the corporation.  In the event the corporation shall at
         any time  declare or pay any  dividend on the Common  Stock  payable in
         shares of Common  Stock,  or effect a  subdivision  or  combination  or
         consolidation   of  the   outstanding   shares  of  Common   Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such  case the  number of votes per share to which
         holders of shares of Series A Preferred Stock were entitled immediately
         prior to such event shall be adjusted by  multiplying  such number by a
         fraction,  the  numerator  of which is the  number  of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.
(B)  Except  as  otherwise  provided  herein  or in any  other
         Statement with Respect to Shares or other  amendment of the Articles of
         Incorporation  creating  a series  of  Preferred  Stock or any  similar
         stock, or by law, the holders of shares of Series A Preferred Stock and
         the holders of shares of Common  Stock and any other  capital  stock of
         the corporation having general voting rights shall vote together as one
         class  on all  matters  submitted  to a  vote  of  shareholders  of the
         corporation.

                  (C) Except as set forth  herein,  or as otherwise  provided by
         law,  holders of Series A Preferred  Stock shall have no special voting
         rights and their  consent  shall not be required  (except to the extent
         they are  entitled  to vote with  holders of Common  Stock as set forth
         herein) for taking any corporate action.

         Section 4.  Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
         distributions  payable on the Series A  Preferred  Stock as provided in
         Section 2 are in arrears,  thereafter  and until all accrued and unpaid
         dividends  and  distributions,  whether or not  declared,  on shares of
         Series A Preferred Stock  outstanding shall have been paid in full, the
         corporation shall not:

                           (i)  declare  or pay  dividends,  or make  any  other
         distributions,  on any  shares of stock  ranking  junior  (either as to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series A Preferred Stock;

                           (ii)  declare  or pay  dividends,  or make any  other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends  or upon  liquidation,  dissolution,  or winding up) with the
         Series A Preferred Stock, except dividends paid ratably on the Series A
         Preferred  Stock  and all such  parity  stock on  which  dividends  are
         payable or in arrears in  proportion  to the total amounts to which the
         holders of all such shares are then entitled;

                           (iii)  redeem or  purchase or  otherwise  acquire for
         consideration  shares  of  any  stock  ranking  junior  (either  as  to
         dividends  or upon  liquidation,  dissolution,  or  winding  up) to the
         Series A Preferred Stock, provided that the corporation may at any time
         redeem,  purchase, or otherwise acquire shares of any such junior stock
         in exchange for shares of any stock of the  corporation  ranking junior
         (either as to dividends or upon  dissolution,  liquidation,  or winding
         up) to the Series A Preferred Stock; or

                           (iv)  redeem or  purchase  or  otherwise  acquire for
         consideration  any shares of Series A Preferred Stock, or any shares of
         stock ranking on a parity with the Series A Preferred Stock,  except in
         accordance  with a purchase offer made in writing or by publication (as
         determined  by the Board of  Directors)  to all  holders of such shares
         upon such terms as the Board of Directors,  after  consideration of the
         respective   annual  dividend  rates  and  other  relative  rights  and
         preferences of the respective  series and classes,  shall  determine in
         good  faith  will  result  in fair and  equitable  treatment  among the
         respective series or classes.

                  (B) The  corporation  shall not permit any  subsidiary  of the
         corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the corporation  unless the corporation could, under
         paragraph  (A) of this Section 4,  purchase or  otherwise  acquire such
         shares at such time and in such manner.
Section 5.  Reacquired  Shares.  Any shares of Series A Preferred Stock
         purchased  or  otherwise  acquired  by the  corporation  in any  manner
         whatsoever shall be retired and canceled promptly after the acquisition
         thereof.   All  such  shares  shall  upon  their  cancellation   become
         authorized but unissued  shares of Preferred  stock and may be reissued
         as part of a new series of Preferred  Stock  subject to the  conditions
         and  restrictions  on issuance  set forth  herein,  in the  Articles of
         Incorporation,  or in any other Articles of Amendment creating a series
         of Preferred  Stock, par value $0.50 per share, or any similar stock or
         as otherwise required by law.

         Section  6.   Liquidation,   Dissolution,   or  Winding  Up.  Upon  any
         liquidation,   dissolution,  or  winding  up  of  the  corporation,  no
         distribution shall be made (1) to the holder of shares of stock ranking
         junior  (either as to dividends or upon  liquidation,  dissolution,  or
         winding  up) to the Series A  Preferred  Stock  unless  the  holders of
         shares of Series A Preferred Stock  outstanding shall have received out
         of  the  assets  of  the  Company  available  for  distribution  to its
         shareholders  after payment or provision for payment of any  securities
         ranking  senior to the  Series A  Preferred  Stock,  for each  share of
         Series  A  Preferred  Stock,   subject  to  adjustment  as  hereinafter
         provided,  (A)  $1000.00  plus an amount  equal to  accrued  and unpaid
         dividends  and  distributions  thereon,  whether or not declared to the
         date of such  payment or, (B) if greater  than the amount  specified in
         clause  (1)(A)  of this  sentence,  an amount  equal to 1000  times the
         aggregate  amount  to be  distributed  per share to  holders  of Common
         Stock,  as the same may be adjusted as herein  provided,  or (2) to the
         holders of shares of stock ranking on a parity  (either as to dividends
         or upon  liquidation,  dissolution,  or  winding  up) with the Series A
         Preferred Stock, unless simultaneously therewith distributions are made
         ratably on the Series A Preferred  Stock and all such  parity  stock in
         proportion to the total amounts to which the holders of all such shares
         are entitled upon such liquidation,  dissolution, or winding up. In the
         event the corporation  shall at any time declare or pay any dividend on
         the  Common  Stock  payable  in  shares of  Common  Stock,  or effect a
         subdivision or combination or consolidation  of the outstanding  shares
         of Common Stock (by  reclassification or otherwise than by payment of a
         dividend in shares of Common  Stock) into a greater or lesser number of
         shares of Common Stock,  then in each such case the aggregate amount to
         which  holders  of shares of Series A  Preferred  Stock  were  entitled
         immediately  prior to such event under the  provision  in clause (1) of
         the preceding  sentence shall be adjusted by multiplying such amount by
         a  fraction  the  numerator  of which is the number of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

         Section 7.  Consolidation,  Merger,  etc. In case the corporation shall
         enter into any consolidation, merger, combination, or other transaction
         in which the shares of Common Stock are  exchanged  for or changed into
         other stock or securities, cash, and/or any other property, then in any
         such case each share of Series A Preferred Stock shall at the same time
         be similarly exchanged or changed into an amount per share,  subject to
         the provision or adjustment  hereinafter set forth, equal to 1000 times
         the  aggregate  amount of stock,  securities,  cash,  and/or  any other
         property (payable in kind), as the case may be, into which or for which
         each share of Common  Stock is changed or  exchanged.  In the event the
         corporation shall at any time declare or pay any dividend on the Common
         Stock  payable in shares of Common Stock,  or effect a  subdivision  or
         combination or consolidation of the outstanding  shares of Common Stock
         (by  reclassification  or  otherwise  than by payment of a dividend  in
         shares of Common  Stock)  into a greater or lesser  number of shares of
         Common Stock, then in
each such case the  amount  set forth in the  preceding  sentence  with
         respect to the exchange or change of shares of Series A Preferred Stock
         shall be  adjusted  by  multiplying  such  amount  by a  fraction,  the
         numerator of which is the number of shares of Common Stock  outstanding
         immediately after such event and the denominator of which is the number
         of shares of Common Stock that were  outstanding  immediately  prior to
         such event.

         Section 8.  No Redemption. The shares of Series A Preferred Stock shall
         not be redeemable.

         Section 9. Rank. The Series A Preferred  Stock shall rank, with respect
         to the payment of dividends and the  distribution of assets,  junior to
         all other series of the corporation's Preferred Stock.

         Section 10. Amendment. The Articles of Incorporation of the corporation
         shall not be  amended  in any manner  that  would  materially  alter or
         change  the  powers,  preferences,  or  special  rights of the Series A
         Preferred Stock so as to affect them adversely  without the affirmative
         vote of the holders of at least two-thirds of the outstanding shares of
         Series A Preferred Stock, voting together as a single class.
EXHIBIT B

                                    AMENDMENT
                            ADDING PARAGRAPH 7 TO THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                           OF MYLAN LABORATORIES INC.

                  7. Except as provided in  subparagraph  B below,  no corporate
action of a character described in subparagraph A below, and no agreement,  plan
or resolution providing therefor, shall be valid or binding upon the corporation
unless such  corporate  action shall have been approved in  compliance  with all
applicable  provisions of the  Pennsylvania  Business  Corporation Law and these
Articles  and shall have been  authorized  by the  affirmative  vote of at least
seventy-five (75%) percent of the outstanding shares of Common Stock entitled to
vote, given in person or by proxy, at a meeting called for such purpose.

                  A.Corporate actions subject to the voting requirements of this
         paragraph 7 shall be:

                           (i)      any merger or consolidation to which the
                  corporation and an interested person are parties; or

                           (ii) any sale, lease,  exchange or other disposition,
                  in a single transaction or series of related transactions,  of
                  all  or  substantially  all  or  a  substantial  part  of  the
                  properties  or  assets  of the  corporation  to an  interested
                  person; or

                           (iii) the  adoption of any plan or  proposal  for the
                  liquidation  or  dissolution  of  the  corporation   under  or
                  pursuant  to  which  the  rights  or  benefits  inuring  to an
                  interested  person or different in kind or character  from the
                  rights or  benefits  inuring  to the other  holders  of Common
                  Stock; or

                           (iv) any  transaction  of a  character  described  in
                  clause (i),  (ii) or (iii) above  involving  an  affiliate  or
                  associate of an interested person or involving an associate of
                  any such affiliate.

                  B. The voting requirements of this paragraph 7 shall not apply
         to any transaction of a character  described in clause (i), (ii), (iii)
         or (vi) of subparagraph A above should any of the following obtain with
         respect to the transaction.

                           (a) The Board of  Directors  shall have  approved the
                  transaction  by a majority vote of all directors  prior to the
                  time the  interested  person  connected  with the  transaction
                  became an interested person.

                           (b) The Board of  Directors  shall have  approved the
                  transaction  prior to consummation  thereof by a majority vote
                  of all  directors  disregarding  the vote of each director who
                  was an interested person, or an affiliate,  associate or agent
                  of such  interested  person,  or an  associate or agent of any
                  such affiliate.
C. For purposes of this paragraph 7, the following definitions
         shall apply:

                           (i) "Affiliate" shall mean a person that directly, or
                  indirectly through one or more intermediaries,  controls or is
                  controlled by or is under common control with another person.

                           (ii)  "Associate"   shall  mean  any  corporation  or
                  organization of which a person is an officer or partner or is,
                  directly or indirectly, the beneficial owner of ten percent or
                  more of any class of equity securities; or any trust or estate
                  in which a  person  has a ten  percent  or  larger  beneficial
                  interest  or as to which a person  serves as a trustee or in a
                  similar  fiduciary  capacity;  or any  relative or spouse of a
                  person  and  any  relative  of a  spouse,  who  has  the  same
                  residence as such person.

                           (iii)  "Beneficial  Ownership"  shall mean all shares
                  directly or indirectly  owned by a person and all shares which
                  a person has the right to acquire  through the exercise of any
                  option,   warrant   or  right   (whether   or  not   currently
                  exercisable),  through the conversion of a security,  pursuant
                  to the  power  to  revoke a trust,  discretionary  account  or
                  similar  arrangement,  pursuant to automatic  termination of a
                  trust,   discretionary   account  or  similar  arrangement  or
                  otherwise.  All shares shall be deemed  indirectly  owned by a
                  person as to which such person enjoys  benefits  substantially
                  equivalent  to those of ownership  by reason of any  contract,
                  understanding,  relationship,  agreement or other arrangement,
                  including   without   limitation   any  written  or  unwritten
                  agreement to act in concert.

                           (iv) "Control" shall mean the possession, directly or
                  indirectly,  of the power to direct or cause the  direction of
                  the  management  and  policies  of a person,  whether  through
                  ownership of voting securities, by contract or otherwise.

                           (v)  "Interested  Person"  shall  mean any person who
                  beneficially  owns  ten  percent  or more  of the  outstanding
                  shares of Common Stock of the corporation.

                           (vi)   "Person"   shall   mean   an   individual,   a
                  corporation,  a  partnership,  an  association,  a joint-stock
                  company,   a  trust,  any   unincorporated   organization,   a
                  government or political  subdivision  thereof, a person acting
                  through or in concert  with one or more other  persons and any
                  other entity.

                           (vii)  "Substantial Part" shall mean more than twenty
                  percent of the total  consolidated  assets of the corporation,
                  as shown on its  consolidated  balance  sheet as of the end of
                  the most recent fiscal year.
D.  The   affirmative   vote  of  the   holders  of  at  least
         seventy-five percent of the outstanding shares of Common Stock entitled
         to vote shall be required to amend or repeal this paragraph 7."
4.3         Bylaws of the Registrant, as amended to date.

                                   Exhibit 4.3

                             MYLAN LABORATORIES INC.

                                    By-Laws*

                                    ARTICLE I

     Shareholders  Section  1.01.  Annual  Meetings.   Annual  meetings  of  the
shareholders shall be held,  commencing in 1972, on the second Wednesday of June
in each year if not a legal holiday,  and if a legal  holiday,  then on the next
succeeding  day which is not a legal  holiday,  at 11:00  o'clock  A.M.,  at the
principal  business office of the  Corporation,  or at such other date, time and
place as may be fixed by the Board of Directors.  Any business may be transacted
at the annual meeting  whether or not the notice calling such meeting shall have
contained a reference thereto, except as may otherwise be required by law.

     Section 1.02. Special Meetings. Special meetings of the shareholders may be
called at any time by the President or the Board of Directors.  Special meetings
shall be held at the principal  business office of the  Corporation,  or at such
other  place as may be  fixed by the  Board of  Directors.  No  business  may be
transacted  at any  special  meeting  other  than that  stated in the  notice of
meeting and business which is germane thereto.

     Section  1.03.  Organization.  The  President,  or in his  absence the Vice
President having the greatest seniority, shall preside, and the Secretary, or in
his absence any Assistant Secretary,  shall act as secretary, at all meetings of
the shareholders. -------- *As amended and in effect on December 22, 1997.

                                       1.
Section  1.04.  Business  of  Meetings.  (a) At any  annual  meeting of the
shareholders,  only such business will be conducted or considered as is properly
brought before the meeting.  To be properly  brought  before an annual  meeting,
business  must be (i)  specified  in the  notice of meeting  (or any  supplement
thereto)  given by or at the  direction of the Board,  (ii)  otherwise  properly
brought before the meeting by the presiding officer or by or at the direction of
majority  of the entire  Board,  or (iii)  otherwise  properly  requested  to be
brought  before the meeting by a shareholder  of the  Corporation  in accordance
with Section 1.04(b) of these By-laws.

     (b) For business to be properly  requested by a  shareholder  to be brought
before an annual  meeting,  the  shareholder  must (i) be a  shareholder  of the
Corporation  of record at the time of the giving of the  notice for such  annual
meeting,  (ii) be entitled to vote at such meeting,  and (iii) have given timely
notice thereof in writing to the Secretary. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal  executive  offices
of the  Corporation  not less than 60 calendar days prior to the annual meeting;
provided,  however,  that in the event  public  announcement  of the date of the
annual  meeting is not made at least 75  calendar  days prior to the date of the
annual  meeting,  notice by the shareholder to be timely must be so received not
later than the close of business on the 10th  calendar day  following the day on
which public  announcement  is first made of the date of the annual  meeting.  A
shareholder's  notice  to the  Secretary  must set forth as to each  matter  the
shareholder  proposes to bring before the annual  meeting (A) a  description  in
reasonable  detail of the  business  desired  to be  brought  before  the annual
meeting and the reasons for conducting such business at the annual meeting,  (B)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
shareholder  proposing such business and the beneficial  owner, if any, on whose
behalf the proposal is made, (c) the class

                                       2.
and  number of  shares of the  Corporation  that are owned  beneficially  and of
record by the shareholder  proposing such business and the beneficial  owner, if
any, on whose behalf the proposal is made, and (D) any material interest of such
shareholder  proposing such business and the beneficial  owner, if any, on whose
behalf the proposal is made in such  business.  A  shareholder  must also comply
with all  applicable  requirements  of the  Securities  Exchange Act of 1934, as
amended,  and the rules and  regulations  thereunder with respect to the matters
set forth in this Section 1.04 of the By-laws. For purposes of this Section 1.04
of the  By-laws,  "public  announcement"  means  disclosure  in a press  release
reported by the Dow Jones News Service, Associated Press, or comparable national
news  service  or in a  document  publicly  filed  by the  Corporation  with the
Securities and Exchange  Commission pursuant to Sections 13, 14, or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  or  furnished  to  shareholders.
Nothing in this  Section 1.04 of the By-laws will be deemed to affect any rights
of shareholders  to request  inclusion of proposals in the  Corporation's  proxy
statement  pursuant to Rule a-8 under the  Securities  Exchange Act of 1934,  as
amended.

     (c) At a  special  meeting  of  shareholders,  only  such  business  may be
conducted  or  considered  as is  properly  brought  before the  meeting.  To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any  supplement  thereto) given by or at the direction
of the Chairman or a majority of the entire Board,  or (ii)  otherwise  properly
brought before the meeting by the presiding officer or by or at the direction of
a majority of the entire Board.

     (d) The  determination  of whether any business sought to be brought before
any annual or special  meeting of the  shareholders  is properly  brought before
such meeting in accordance with this Section 1.04 of the By-laws will be made by
the presiding officer of such meeting.  If the presiding officer determines that
any business is not properly brought before such

                                       3.
meeting, he or she will so declare to the meeting and any such business will not
be conducted or considered.

                                   ARTICLE II
                                    Directors

     Section 2.01. Number,  Election and Term of Office. The number of Directors
which shall  constitute  the full Board of Directors  shall be such number,  not
less  than  three,  as  shall  be  fixed  by  the  Board  of  Directors  or  the
shareholders, provided, however, that if all the shares of the Corporation shall
be owned  beneficially  and of  record by either  one or two  shareholders,  the
number  of  Directors  may be less than  three  but not less than the  number of
shareholders.  The  shareholders  shall elect a full Board of  Directors at each
annual meeting of shareholders. Each Director shall hold office from the time of
his election, but shall be responsible from such time only if he consents to his
election; otherwise from the time he accepts office or attends his first meeting
of the  Board.  Each  Director  shall  serve  until the next  annual  meeting of
shareholders,  and thereafter  until his successor  shall have elected and shall
qualify, or until his prior death, resignation or removal.

     Section  2.01(a)  Filling  Vacancies.  Any  vacancy  caused  by the  death,
resignation or removal of a director  shall be filled by appointment  thereto by
the Chairman,  or in his absence, by the Vice Chairman of the Board of Directors
at the next meeting of the Board, and such Director so appointed shall serve for
the unexpired term of the Director causing such vacancy.

                                       4.
Section 2.01(b)  Nominations of Directors;  Election.  (i) Only persons who
are nominated in accordance  with the following  procedures will be eligible for
election at a meeting of shareholders as Directors of the Corporation.

     (ii)  Nominations  of persons for election as Directors of the  Corporation
may be made only at an annual meeting of shareholders (A) by or at the direction
of the Board or (B) by any  shareholder  who is a  shareholder  of record at the
time of giving of notice  provided for in this  Section  2.01(b) of the By-laws,
who is entitled to vote for the election of Directors at such  meeting,  and who
complies with the procedures set forth in this Section  2.01(b) of these Bylaws.
All nominations by shareholders must be made pursuant to timely notice in proper
written form to the Secretary.

     (iii) To be timely,  a shareholder's  notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
60 calendar days prior to the annual meeting of shareholders; provided, however,
that in the event that public  announcement of the date of the annual meeting is
not made at least 75  calendar  days  prior to the date of the  annual  meeting,
notice by the  shareholder  to be timely  must be so  received no later than the
close of business on the 10th  calendar  day  following  the day on which public
announcement  is first made of the date of the annual  meeting.  To be in proper
written form, such  shareholder's  notice must set forth or include (A) the name
and  address,  as they appear on the  Corporation's  books,  of the  shareholder
giving the notice  and of the  beneficial  owner,  if any,  on whose  behalf the
nomination is made; (B) a representation  that the shareholder giving the notice
is a holder  of  record  of stock of the  Corporation  entitled  to vote at such
annual meeting and intends to appear in person or by proxy at the annual meeting
to nominate the person or persons

                                       5.
specified  in the  notice;  (C) the class  and  number of shares of stock of the
Corporation  owned  beneficially  and of record by the  shareholder  giving  the
notice and by the  beneficial  owner,  if any, on whose behalf the nomination is
made; (D) a description of all arrangements or  understandings  between or among
any of (1) the shareholder  giving the notice, (2) the beneficial owner on whose
behalf  the  notice  is given,  (3) each  nominee,  and (4) any other  person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations are to be made by the shareholder  giving the notice; (E) such other
information regarding each nominee proposed by the shareholder giving the notice
as would be required to be included in a proxy  statement  filed pursuant to the
proxy rules of the  Securities  and  Exchange  Commission  had the nominee  been
nominated, or intended to be nominated, by the Board; and (F) the signed consent
of each nominee to serve as a Director of the Corporation if so elected.  At the
request  of the Board,  any  person  nominated  by the Board for  election  as a
Director must furnish to the Secretary that information required to be set forth
in a  shareholder's  notice of  nomination  which  pertains to the nominee.  The
presiding  officer of any annual meeting will, if the facts  warrant,  determine
that a nomination was not made in accordance  with the procedures  prescribed by
this Section 2.01(b) of the By-laws, and if he or she should so determine, he or
she  will so  declare  to the  meeting  and  the  defective  nomination  will be
disregarded.  A shareholder must also comply with all applicable requirements of
the Securities  Exchange Act of 1934, as amended,  and the rules and regulations
thereunder  with respect to the matters set forth in this Section 2.01(b) of the
By-laws.

     Section 2.02.  Regular Meetings;  Notice.  Regular meetings of the Board of
Directors  shall be held at such  places and times as shall from time to time be
determined by resolution  of the Board.  Notice of such regular  meetings of the
Board shall not be required to be given, except that

                                                        6.
whenever the time or place of such regular  meetings  shall be fixed or changed,
notice of such action shall be given  promptly by telephone or otherwise to each
Director not participating in such action.

     Section 2.03.  Annual Meeting of the Board. The annual meeting of the Board
of  Directors  shall  be  held  immediately  after  the  annual  meeting  of the
shareholders   and   shall   be  the   annual   organization   meeting   of  the
Directors-elect,  at which  meeting  the new Board  shall be  organized  and the
officers of the Corporation for the ensuing year shall be elected.

     Section 2.04. Special Meetings;  Notice.  Special meetings of the Board may
be called at any time by a majority  of the  directors  or by the  President  or
Secretary, to be held at such place and day and hour as shall be specific in the
notice or waiver of notice thereof. Notice of every special meeting of the Board
of  Directors,  stating  the  place,  day and  hour  thereof,  shall be given by
telephone  or  otherwise  to each  Director at least 24 hours before the time at
which the meeting is to be held.

     Section 2.05. Organization.  The Board of Directors shall elect a permanent
Chairman  who shall  preside  at each  meeting  of the Board and shall have such
other duties as may, from time to time, be conferred  upon him by the Board.  In
the absence of the  Chairman,  the  President  shall  preside at meetings of the
Board. The Secretary,  or in his absence any Assistant  Secretary,  shall act as
secretary  at all  meetings  of the Board of  Directors.  In the  absence of the
Secretary  and  an  Assistant  Secretary,  the  chairman  of the  meeting  shall
designate any person to act as secretary of the meeting.

     Section  2.06.  Meetings by  Telephone.  One or more of the  Directors  may
participate in any regular or special  meeting of the Board of Directors or of a
committee of the Board of

                                       7.
Directors by means of conferencing telephone or similar communications equipment
by means of which all persons participating in the meeting are able to hear each
other.

     Section  2.07.  Resignations.  Any Director may resign by submitting to the
President his resignation,  which shall become effective upon its receipt by the
President or as otherwise specified therein.

     Section 2.08.  Limitation of Director Liability.  A director of the Company
shall not be  personally  liable  for  monetary  damages  as such for any action
taken,  or any failure to take any action,  unless (i) the director has breached
or failed to perform the duties of his office under  Section  8363,  Title 42 of
the  Pennsylvania  Consolidated  Statutes  (relating  to  standard  of care  and
justifiable  reliance)  and (ii) the breach or  failure  to perform  constitutes
self-dealing,  willful misconduct or recklessness;  provided,  however, that the
foregoing   provisions  of  this  Section  2.08  shall  not  apply  to  (i)  the
responsibility  or liability of a director  pursuant to any criminal  statute or
(ii) the liability of a director for payment of taxes  pursuant to local,  state
or federal law.  Neither the amendment nor the repeal of this Section 2.08 shall
eliminate  or reduce the effect of this  Section 2.08 with respect to any matter
occurring,  or any cause of action,  suit or claim  that,  but for this  Section
2.08, would accrue or arise,  prior to such amendment or repeal.  If Title 42 of
the  Pennsylvania  Consolidated  Statutes  is  amended  after  approval  by  the
shareholders  of  this  Section  2.08  to  authorize  corporate  action  further
eliminating or limiting the personal liability of directors,  then the liability
of a director  of the  Company  shall be  eliminated  or limited to the  fullest
extent permitted by Title 42 as amended from time to time.

                                       8.
ARTICLE III
                                    Officers

     Section  3.01.  Officers.  The  Officers  of the  Corporation  shall be the
President,  such number of Vice  Presidents as may be determined by the Board of
Directors,  a  Secretary  and a  Treasurer,  all of whom shall be elected by the
Board of  Directors.  Any two or more  offices  may be held by the same  person,
except the offices of the  President  and  Secretary.  Each  officer  shall hold
office until the next  succeeding  annual  meeting of the Board of Directors and
thereafter  until his successor  shall have been elected and shall  qualify,  or
until his prior death, resignation or removal.

     Section 3.02. Additional Officers; Other Agents and Employees. The Board of
Directors  may from time to time elect such  additional  officers to hold office
for such periods, have such authority and perform such duties as may be provided
by resolution of the Board of Directors.  The President may appoint from time to
time such other agents and  employees as may be deemed  advisable for the prompt
and orderly  transaction  of the business of the  Corporation,  prescribe  their
duties  and the  conditions  of their  employment,  fix their  compensation  and
dismiss them.

     Section 3.03. The  President.  The President  shall be the chief  executive
officer of the  Corporation.  Subject to the control of the Board of  Directors,
the President  shall have general policy  supervision of and general  management
over all the property, business,  operations and affairs of the Corporation, and
shall see that the policies  and  programs  adopted or approved by the Board are
carried  out. The  President  shall have and  exercise  such further  powers and
duties as from time to time may be  prescribed  in these By-Laws or by the Board
of Directors.

                                       9.
Section 3.04.  The Vice  Presidents.  The Vice  Presidents  may be given by
resolution of the Board general executive powers,  subject to the control of the
President,  concerning  one or more or all  segments  of the  operations  of the
Corporation.  The Vice Presidents  shall exercise such further powers and duties
as from  time to time may be  prescribed  in these  By-Laws  or by the  Board of
Directors or by the President.

     Section 3.05 The Secretary and Assistant Secretaries.  It shall be the duty
of the Secretary (a) to keep or cause to be kept at the registered office of the
Corporation  an  original  or  duplicate   record  of  the  proceedings  of  the
shareholders  and  the  Board  of  Directors,  and a  copy  of the  Articles  of
Incorporation  and Certificate of  Incorporation of the Corporation and of these
ByLaws; (b) to attend to giving and serving of notices of the Corporation as may
be  required  by law or these  By-Laws;  (c) to be  custodian  of the  corporate
records and of the seal of the  Corporation  and see that the seal is affixed to
such documents as may be necessary or advisable;  (d) to have charge of and keep
at the registered  office of the Corporation,  or cause to be kept at the office
of a transfer agent or registrar within the  Commonwealth of  Pennsylvania,  the
stock books of the  Corporation,  and an original or duplicate  share  register,
giving the names of the  shareholders in alphabetical  order,  and showing their
respective  address,  the number and classes of shares held by each,  the number
and date of certificates  issued for the shares, and the date of cancellation of
every certificate  surrendered for  cancellation;  and (e) to perform all duties
incident to the office of Secretary,  and such other duties as may be prescribed
by the Board of Directors or by the President  from time to time.  The Assistant
Secretaries  shall  assist the  Secretary in the  performance  of his duties and
shall also exercise  such further  powers and duties as from time to time may be
conferred  upon  or  assigned  to  them  by the  Board  of  Directors  or by the
President.

                                       10.
At the direction of the Secretary or in his absence or disability,  an Assistant
Secretary shall perform the duties of the Secretary.

     Section 3.06. The Treasurer and Assistant  Treasurers.  The Treasurer shall
be the  principal  officer  in  charge  of  financial  and  accounting  matters,
including  the proper  keeping of complete and accurate  books of account of all
the Corporation's  business and  transactions.  The Treasurer shall (a) see that
the lists,  books,  reports,  statements,  certificates  and other documents and
records  required by law are  properly  prepared,  kept and filed and (b) render
whatever reports as to the financial  position and operations of the Corporation
may be required by the Board of Directors and officers. The Treasurer shall also
perform such other duties as may be  prescribed by the Board of Directors or the
President from time to time. The Assistant  Treasurer shall assist the Treasurer
in the performance of his duties and shall also exercise such further powers and
duties as from time to time may be  conferred  upon or  assigned  to them by the
Board of Directors or by the President.  At the direction of the Treasurer or in
his absence or disability,  an Assistant  Treasurer  shall perform the duties of
the Treasurer.

     Section 3.07.  The  Controller  and Assistant  Controllers.  The Controller
shall be the  principal  officer in charge of  management  of the  Corporation's
funds.  The  controller  shall (a) be in charge of the  general  offices  of the
Corporation,  and have custody of the  contracts,  insurance  policies,  leases,
deeds,  and other  business  records;  (b) have  charge  and  custody  of and be
responsible for the corporate securities and investments;  (c) receive,  endorse
for  collection  and give  receipts for checks,  notes,  obligations,  funds and
securities of the Corporation,  and deposit monies and other valuable effects in
the name and to the credit of the Corporation,  in such depositories as shall be
designated by the Board of Directors; and (d) subject to the provisions of

                                       11.
Section 5.01 of the By-Laws,  cause to be disbursed the funds of the Corporation
by payment in cash or by checks or drafts upon the  authorized  depositories  of
the  Corporation,  and cause to be taken and preserved  proper vouchers for such
disbursements.  The  Controller  shall also  perform such other duties as may be
prescribed  by the Board of Director  or the  President  from time to time.  The
Assistant  Controllers  shall assist the  Controller in the  performance  of his
duties as from time to time may be  conferred  upon or  assigned  to them by the
Board of Directors or by the  President.  At the discretion of the Controller or
in his absence or disability,  an Assistant  Controller shall perform the duties
of the Controller.

                                   ARTICLE IV
                             Shares of Capital Stock

     Section 4.01. Share Certificates.  Every holder of stock of the Corporation
shall be entitled to a certificate  or  certificates,  to be in such form as the
Board of Directors may from time to time prescribe,  and signed by the President
or by a Vice  President  and the  Secretary  or the  Treasurer  or an  Assistant
Secretary  or an  Assistant  Treasurer,  which shall  represent  and certify the
number of shares of stock owned by such holder.

     Section  4.02.  Transfer  of  Shares.  Transfers  of shares of stock of the
Corporation  shall  be  made  only  on  the  books  of  the  Corporation  by the
shareholder  or by his agent  thereunto  duly  authorized by an instrument  duly
executed and witnessed and filed with the Corporation, and upon surrender of the
share certificate or certificates for such shares properly endorsed.

                                       12.
Section  4.03.  Lost,  Stolen,  Destroyed  or Mutilated  Certificates.  New
certificates  for  shares of stock may be issued to replace  certificates  lost,
stolen,  destroyed or mutilated  upon such  conditions as the Board of Directors
may from time to time determine.

     Section 4.04 Regulations  Relating to Shares.  The Board of Directors shall
have power and authority to make all such rules and regulations not inconsistent
with these By-Laws as it may deem expedient  concerning the issue,  transfer and
registration of certificates representing shares of the Corporation.

     Section 4.05 Holders of Record.  The Corporation shall be entitled to treat
the  holder of record of any share or shares of stock as the holder and owner in
fact thereof and, accordingly,  shall not be bound to recognize any equitable or
other  claim to or  interest  in such  shares on the part of any  other  person,
whether  or not it  shall  have  express  or other  notice  thereof,  except  as
otherwise expressly provided by the laws of Pennsylvania.

                                    ARTICLE V
                            Execution of Instruments;
                    Deposit and Withdrawal of Corporate Funds

     Section 5.01. Notes, Checks, etc. All notes, drafts,  acceptances,  checks,
endorsements (other than for deposit),  and all evidences of indebtedness of the
Corporation  whatsoever,  shall be  signed  by such  officers  or  agents of the
Corporation,  and subject to such requirements as to  counter-signature or other
conditions, as the Board of Directors from time to time may determine.

     Section 5.02.  Execution of  Instruments  Generally.  Except as provided in
Section 5.01,  all contracts and other  instruments  requiring  execution by the
Corporation may be signed by the

                                       13.
President,  any Vice President or the Treasurer;  and authority to sign any such
contracts or  instruments  may be  conferred by the Board of Directors  upon any
other person or persons.  Any person  having  authority to sign on behalf of the
Corporation  may delegate,  from time to time, by instrument in writing,  all or
any part of such  authority to any person or persons if  authorized  so to do by
the Board of Directors.

                                   ARTICLE VI
                               General Provisions

     Section 6.01.  Offices.  The principal  business  office of the Corporation
shall be at such place within or without the Commonwealth of Pennsylvania as the
Board of Directors from time to time designates.

     Section 6.02.  Corporate  Seal. The Board of Directors  shall prescribe the
form of a suitable  corporate  seal,  which  shall  contain the full name of the
Corporation and the year and state of incorporation.

     Section  6.03.  Fiscal Year.  The fiscal year of the  Corporation  shall be
fixed by resolution
of the Board of Directors.

     Resolution adopted at meeting of the Board of Directors dated September 23,
     1972.

     RESOLVED,  that effective from and after March 31, 1972, the fiscal year of
     the  Corporation  shall  commence  on the first day of April and end on the
     thirty-first day of March in each year.

     Section 6.04. Financial Reports to Shareholders.  The Board shall cause the
preparation  of financial  statements  reflecting  the  financial  condition and
results of operations of the

                                       14.
Corporation  as at and for the period ending upon close of each fiscal year, and
shall engage  independent  certified public  accountants to audit such financial
statements.  The Board  shall  cause such  financial  statements  and reports of
auditors  to be  furnished  to the  shareholders,  and shall  cause  such  other
financial  statements,  if any, as it deems  advisable  to be  furnished  to the
shareholders.

     Section 6.05.  Section 910 of the  Pennsylvania  Business  Corporation  Law
shall not be applicable to the Corporation.

                                   ARTICLE VII
                    Indemnification of Officers and Directors

     Section  7.01.   Directors  and  officers  of  the  Corporation   shall  be
indemnified as right to the fullest extent now or hereafter  permitted by law in
connection  with any actual or threatened  civil,  criminal,  administrative  or
investigative  action,  suit or proceeding (whether brought by or in the name of
the Corporation or otherwise) arising out of their service to the Corporation or
to  another  organization  at the  Corporation's  request.  Persons  who are not
directors or officers of the Corporation may be similarly indemnified in respect
of such service to the extent  authorized at any time by the Board of Directors.
The Corporation may maintain  insurance to protect itself and any such director,
officer or other  person  against  any  liability,  cost or expense  incurred in
connection with any such action, suit or proceeding.

                                       15.
ARTICLE VIII
                                   Amendments

     Section  8.01.  Amendments.  These  By-Laws  may be  amended,  altered  and
repealed,  and new By-Laws may be adopted,  by the  shareholders or the Board of
Directors of the Corporation at any regular or special meeting.

                                   ARTICLE IX
      Inapplicable Subchapters of Business Corporation Law of Pennsylvania

     Section 9.01. Subchapter G. The provisions of Subchapter G to Chapter 25 of
the Business Corporation Law of Pennsylvania,  as approved April 27, 1990, shall
not be applicable to this Corporation.

     Section 9.02.  Subchapter H. The provision of Subchapter H to Chapter 25 of
the Business Corporation Law of Pennsylvania,  as approved April 27, 1990, shall
not be applicable to this Corporation.

                                       16.

5.1         Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1        Consent  of  Doepken  Keevican  &  Weiss  Professional   Corporation
            (included in the opinion  filed as Exhibit 5.1 to this  Registration
            Statement).

23.2         Consent of Deloitte & Touche LLP  relating to its report  regarding
             Mylan Laboratories Inc.

23.3        Consent of Deloitte & Touche LLP  relating  to its report  regarding
            Somerset Pharmaceuticals, Inc.

24.1         Powers of Attorney  (included on signature page of the Registration
             Statement).

                                        6
EXHIBIT 5.1

                            DOEPKEN KEEVICAN & WEISS
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                                December 22, 1997

Mylan Laboratories Inc.
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222

         RE:      Mylan Laboratories Inc.
                  Registration on Form S-8

Ladies and Gentlemen:

     We have  acted as  counsel  for Mylan  Laboratories  Inc.,  a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
Securities  and Exchange  Commission  (the "SEC") by the Company of  250,000,000
shares of the  Company's  common  stock (the  "Common  Stock")  pursuant  to the
Securities Act of 1933, as amended (the "Act").

     In connection with the registration, we have examined the following:

     (a)  The Certificate of Incorporation  and By-laws of the Company,  each as
          amended to date;

     (b)  The Registration Statement on Form S-8 (the "Registration  Statement")
          relating to the Common Stock, as filed with the SEC;

     (c)  The Bertek  Pharmaceuticals,  Inc.  401(k) Savings Plan and Trust (the
          "Plan"); and

     (d)  Such other documents, records, opinions, certificates and papers as we
          have deemed  necessary  or  appropriate  in order to give the opinions
          hereinafter set forth.
Mylan Laboratories Inc.
December 22, 1997
Page 2

     The  opinions   hereinafter   expressed   are  subject  to  the   following
     qualifications and assumptions :

     (i)  In our examination, we have assumed the genuineness of all signatures,
          the authenticity of all documents submitted to us as originals and the
          conformity of all documents submitted to us as copies to the originals
          thereof.

     (ii) As to the accuracy of certain factual  matters,  we have relied on the
          certificates  of officers of the  Company and  certificates,  letters,
          telegrams or statements of public officials.

     (iii)We express no opinion on the laws of any  jurisdiction  other than the
          United  States of America and the  Pennsylvania  Business  Corporation
          Law.

     Based upon and subject to the foregoing, we are pleased to advise you that,
insofar as the laws of the Commonwealth of Pennsylvania and the United States of
America are concerned,  it is our opinion that the  19,000,000  shares of Common
Stock to be  issued  under  the Plan and  sold by the  Company  pursuant  to the
Registration  Statement,  have been duly authorized and, when issued and sold as
contemplated by the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement,  and  to  the  use of our  name  in the  Prospectus  in
connection with the matters referred to under the caption "Legal Matters."

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
     of Mylan  Laboratories Inc. on Form S-8 of our report dated April 30, 1997,
     incorporated  by  reference  in the  Annual  Report  on Form  10-K of Mylan
     Laboratories Inc. for the year ended March 31, 1997.

/s/  Deloitte & Touche LLP

Pittsburgh, Pennsylvania
December 22, 1997
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
     of Mylan  Laboratories  Inc.  on Form S-8 of our report  dated  February 6,
     1997,  except for Note 12, as to which the date is March 7, 1997,  relating
     to the consolidated financial statements of Somerset Pharmaceuticals,  Inc.
     and subsidiaries as of December 31, 1996 and 1996 and for each of the three
     years in the period ended December 31, 1996, appearing in the Annual Report
     on Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 1997.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
December 22, 1997