UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
                               ------------------

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           DELTA AND PINE LAND COMPANY
             (Exact name of Registrant as specified in its charter)

              Delaware                             62-1040440
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)            Identification No.)

                                 One Cotton Row
                            Scott, Mississippi 38772
           (Address of Principal Executive Offices including zip code)

              DELTA AND PINE LAND COMPANY DEFINED CONTRIBUTION PLAN
                            (Full title of the plan)

                                Kenneth M. Avery
                     Vice President of Finance and Treasurer
                                 One Cotton Row
                                 Scott, MS 38772
                                 (662) 742-4000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                              Sam D. Chafetz, Esq.
               Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
                               165 Madison Avenue
                                Memphis, TN 38103
                                 (901) 577-2148

<TABLE>
<S>                                             <C>             <C>                     <C>             <C>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------ --------------- --------------------- -------------------- -------------
                                                             Proposed maximum     Proposed maximum     Amount of
                                            Amount to be         offering        aggregate offering   registration
Title of securities to be registered       registered (1)   price per share (2)        price (2)           fee
------------------------------------------ ---------------- --------------------- -------------------- -------------
Common stock, par value $0.10 per share    1,000,000 shares         $29.77           $29,770,000         $3,186
------------------------------------------ ---------------- --------------------- -------------------- -------------
</TABLE>

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


     (1)  Includes  an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the plan as a result of any future stock split,  stock  dividend or similar
     adjustment of the Registrant's outstanding Common Stock.


     (2) Estimated  solely for the purpose of calculating the  registration  fee
     and, pursuant to paragraphs (c) and (h) of Rule 457, based upon the average
     of the high  and low  prices  of such  common  stock on the New York  Stock
     Exchange on  March 29, 2006, as reported on the Yahoo!  Finance web
     site.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The  documents   containing  the  information   specified  in  Part  I  of  this
Registration  Statement on Form S-8 will be sent or given to the participants in
the plan as specified  under Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities  Act").  Such documents are not required to be, and are
not  being,  filed by Delta  and Pine  Land  Company  (the  "Company")  with the
Securities and Exchange  Commission (the  "Commission"),  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Such  documents,  together with the documents
incorporated  by  reference  herein  pursuant  to  Item  3 of  Part  II of  this
Registration  Statement  on Form S-8,  constitute  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The  Company  has  filed  the  following  document(s)  with the  Commission  and
incorporates them herein by reference:

     1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
     August 31, 2005, filed with the Commission on November 14, 2005.

     2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
     November  30, 2005,  filed on January 9, 2006;  and the  Company's  Current
     Reports on Form 8-K, filed on November 2, 2005,  December 6, 2005, December
     12, 2005 and January 6, 2006 and April 4,2006.

     3.  The  description  of  the  Company's  Common  Stock  contained  in  its
     Registration  Statement  on Form 8-A filed with the  Commission  on May 18,
     1993, and amended by Amendment No. 1 to the Registration  Statement on Form
     8-A filed with the Commission on June 24, 1993.

All reports and other documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the date of the
filing of such reports and documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

The Company will provide, without charge, to each plan participant a copy of the
documents  incorporated  by reference in Item 3 of Part II of this  registration
statement,  upon  written  or  oral  request.  Further,  we  will  provide  plan
participants,  without  charge,  upon written or oral request,  other  documents
required to be  delivered  pursuant to  Commission  Rule 428(b).  Telephone  and
written  requests  should be  directed  to Delta and Pine  Land  Company,  Attn:
Kenneth M.  Avery,  Vice  President  of Finance and  Treasurer,  One Cotton Row,
Scott, Mississippi 38772, (662) 742-4000.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The  legality  of the common  stock  offered  hereby  has been  opined by Baker,
Donelson,  Bearman,  Caldwell & Berkowitz,  PC, counsel for the Company  ("Baker
Donelson"),  165 Madison Avenue,  Suite 2000,  Memphis,  Tennessee 38103.  Baker
Donelson was not employed on a contingent basis for its opinion, did not receive
a substantial interest, directly or indirectly, in the Company, or any parent or
subsidiary  and was not and is not connected  with the Registrant as a promoter,
managing underwriter, voting trustee, director, officer or employee.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General  Corporation Law (the "DGCL") provides that,
among other things,  a corporation may indemnify  directors and officers as well
as other employees and agents of the  corporation  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative  or  investigative  (other  than action by or in the right of the
corporation, a "derivative action"), if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends to expenses (including  attorneys' fees) incurred in connection with the
defense or settlement of such actions,  and the statute  requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the  corporation.  The statute  provides that it is not
exclusive  of other  indemnification  that  may be  granted  by a  corporation's
bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Section  102(b)(7)  of  the  DGCL  permits  a  corporation  to  provide  in  its
certificate of incorporation  that a director of such  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary  duties as a director,  except for liability (i) for any
transaction from which the director derives an improper personal  benefit,  (ii)
for acts or omissions not in good faith or that involve  intentional  misconduct
or a knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (certain
illegal distributions) or (iv) for any breach of a director's duty of loyalty to
the company or its  stockholders.  The Ninth Article of Restated  Certificate of
Incorporation of the Company includes such a provision.

The Ninth  Article of  Restated  Certificate  of  Incorporation  of the  Company
provides:

A. A director of the Company  shall not be  personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involved  intentional  misconduct or a knowing  violation of
law,  (iii) for any  transaction  from which the  director  derived an  improper
personal benefit,  or (iv) under Section 174 of the DGCL. If the DGCL is amended
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 the DGCL,  as so
amended. Any repeal or modification of this Section A by the stockholders of the
Company shall not adversely  affect any right or protection of a director of the
Company existing at the time of such repeal or modification.

B. (1) Each  person  who was or is made a party  or is  threatened  to be made a
party to or is involved in any  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact  that he or she or a person  of whom he or she is the  legal
representative is or was a director, officer or employee of the Company or is or
was  serving at the request of the  Company as a  director,  officer,  employee,
agent or in any other capacity of another corporation or of a partnership, joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans,  whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee  or agent,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the DGCL as the same exists or may hereafter be amended (but, in the case of any
such  amendment,  only to the extent that such amendment  permits the Company to
provide  broader  indemnification  rights than said law permitted the Company to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection  therewith if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful,  and
such  indemnification  shall  continue  as to a person  who has  ceased  to be a
director,  officer,  employee  or agent and shall inure to the benefit of his or
her heirs,  executors  and  administrators;  provided,  further,  that except as
provided in paragraph (2) of this Section B with respect to proceedings  seeking
to enforce rights to  indemnification,  the corporation shall indemnify any such
person only if such  proceeding (or part thereof) was authorized by the Board of
Directors  of the Company by a majority  vote of a quorum of the  directors  who
were not parties to such action,  suit or  proceeding,  or if such quorum is not
obtainable, by the stockholders.  The right to indemnification conferred in this
Section B shall be a contract  right and shall  include  the right to be paid by
the Company  and the  expenses  incurred in  defending  any such  proceeding  in
advance of its final disposition;  provided, however, that if the DGCL requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the Company of an  undertaking  by or on behalf of such director or officer,  to
repay all amounts so advanced if it shall  ultimately  be  determined  that such
director or officer is not  entitled to be  indemnified  under this Section B or
otherwise.

(2) If a claim under  paragraph (1) of this Section B is not paid in full by the
Company  within  thirty  days  after a written  claim has been  received  by the
Company,  the claimant may at any time thereafter bring suit against the Company
to recover  the unpaid  amount of the claim and,  if  successful  in whole or in
part,  the claimant shall be entitled to be paid also the expense of prosecuting
such  claim.  It shall be a defense  to any such  action  (other  than an action
brought to enforce a claim for expenses  incurred in defending any proceeding in
advance  of its final  disposition  where the  required  undertaking,  if any is
required,  has been  tendered to the Company)  that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the Company to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense shall be on the Company.  Neither the failure of the Company  (including
its Board of Directors,  independent legal counsel or stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable   standard  of  conduct  set  forth  in  the  DGCL,   nor  an  actual
determination  by the Company  (including  its Board of  Directors,  independent
legal  counsel or  stockholders)  that the claimant has not met such  applicable
standard  of conduct  shall be a defense  to the action or create a  presumption
that the claimant has not met the applicable standard of conduct.

(3) The  right to  indemnification  and the  payment  of  expenses  incurred  in
defending a  proceeding  in advance of its final  disposition  conferred in this
Section B shall not be exclusive of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   certificate  of
incorporation,   By-Law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

(4) The Company may maintain  insurance,  at its expense,  to protect itself and
any director,  officer, employee or agent of the Company or another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the DGCL.

(5) The Company may, to the extent  authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to be paid by the Company
the  expenses  incurred  in  defending  any  proceeding  in advance of its final
disposition, to any agent of the Company to the fullest extent of the provisions
of this  Section  B with  respect  to the  indemnification  and  advancement  of
expenses of directors, officers, and employees of the Company.

The Company has liability insurance policies in effect that cover certain claims
against any officer or director of the Company by reason of certain  breaches of
duty,  neglect,  errors  or  omissions  committed  by such  person in his or her
capacity as an officer or director.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

     Exhibit Description

     4.1 Delta and Pine Land Company Defined Contribution Plan.

     4.2  Certificate of Designation,  Convertible  Preferred Stock of Delta and
     Pine Land Company.*

     4.3 Specimen Certificate representing the Common Stock, par value $0.10 per
     share.**

     4.4 Rights Agreement,  dated as of August 13, 1996,  between Delta and Pine
     Land Company and Harris Trust and Savings Bank, including the form of Right
     Certificate  and related  form of Election to Purchase as Exhibit A and the
     Summary of Rights to Purchase Preferred Shares as Exhibit B.***

     4.5  Amendment  No. 1 to the Rights  Agreement  dated May 8,  1998,  by and
     between  Delta and Pine  Land  Company  and the  Harris  Trust and  Savings
     Bank.****

     4.6  Amendment  No. 2 to the  Rights  Agreement  dated  May 8,  1998 by and
     between  Delta and Pine  Land  Company  and the  Harris  Trust and  Savings
     Bank.*****

     4.7  Certificate of Designations of the rights and privileges of the shares
     of junior  participating  preferred stock created on August 13, 1996, to be
     filed pursuant to Section 151 of the Delaware General Corporation Law.***

     5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC as to the
     legality of the shares being registered.

     23.1 Consent of KPMG LLP.

     23.2  Consent  of  Baker,  Donelson,  Bearman,  Caldwell  &  Berkowitz,  PC
     (included in Exhibit 5.1 to the Registration Statement.).

     24.1 Power of Attorney (included with signatures).

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

     *  Incorporated  by reference to the Company's  Current Report on Form 8-K,
     filed  with the  Commission  on  February  19,  1996.

     **  Incorporated  by reference to the Company's  Annual Report on Form 10-K
     for the year ended August 31, 2004,  filed with the  Commission on November
     15, 2004.  ***  Incorporated  by reference  to the  Company's  Registration
     Statement on Form 8-A, filed with the Commission on September 3, 1996.

     **** Incorporated by reference to the Company's Current Report on Form 8-K,
     filed with the Commission on May 14, 1998.

     ***** Incorporated by reference to the Company's Annual Report on form 10-K
     for the year ended August 31, 1998,  filed with the  Commission on November
     24, 1998.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

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

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

          (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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of the  securities  offered  would not  exceed  what was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range may be  reflected in the form of a
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          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 sections (a)(1)(i) and (a)(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  (the  "Exchange  Act")  that are
     incorporated by reference in this registration statement;

     (2) That, for the purpose of determining any liability under the Securities
     Act,  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; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  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.

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

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 City of Scott,  State of Mississippi,  on this 4th day of April,
2006.

                          DELTA AND PINE LAND COMPANY.


                                    By: /s/ Kenneth M. Avery
                                        ---------------------------------------
                                        Vice President of Finance and Treasurer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS that the  undersigned  officers and directors of
Delta and Pine Land  Company,  a Delaware  corporation,  hereby  constitute  and
appoint  Kenneth M. Avery the true and lawful agent and  attorney-in-fact,  with
all power of substitution and  resubstitution,  to sign for the undersigned,  in
their respective names as officers and directors of the corporation, one or more
registration statements on Form S-8 (or other appropriate form) to be filed with
the Securities and Exchange Commission,  Washington,  D.C., under the Securities
Act of 1933, as amended,  and any  amendment or supplement to such  registration
statement,  relating to the Defined  Contribution  Plan;  hereby  ratifying  and
confirming  all  acts  taken  by  such  agent  and  attorney-in-fact  as  herein
authorized.

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

<TABLE>
<S>                                           <C>

Signature                                    Title

/s/ Jon E. M. Jacoby                         Chairman of the Board
---------------------------------------
Jon E. M. Jacoby

/s/ W. Thomas Jagodinski                     President, Chief Executive Officer and Director
---------------------------------------
W. Thomas Jagodinski                         (Principal Executive Officer)

/s/ Kenneth M. Avery                         Vice President of Finance and Treasurer
---------------------------------------
Kenneth M. Avery                             (Principal Financial Officer)

/s/ F. Murray Robinson                       Vice Chairman and Director
---------------------------------------
F. Murray Robinson

/s/ Stanley P. Roth                          Vice Chairman and Director
---------------------------------------
Stanley P. Roth

/s/ Nam-Hai Chua                             Director
---------------------------------------
Nam-Hai Chua

/s/ Joseph M. Murphy                         Director
---------------------------------------
Joseph M. Murphy

/s/ Rudi E. Scheidt                          Director
---------------------------------------
Rudi E. Scheidt
</TABLE>

<PAGE>

                                                                    Exhibit 4.1


              DELTA AND PINE LAND COMPANY DEFINED CONTRIBUTION PLAN


Wells  Fargo Bank  Texas,  N.A.,  in its  capacity as  Prototype  Plan  Sponsor,
establishes  this Prototype 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  Prototype 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 Plan. If an Employee's
employment with the Employer  terminates  prior to the restated  Effective Date,
that Employee is entitled to benefits  under the Plan as the Plan existed on the
date of the Employee's termination of employment.

ARTICLE I
                                   DEFINITIONS

1.01 "Account" means the separate Account(s) which the Plan Administrator or the
Trustee maintains under the Plan for a Participant.

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

1.03  "Accounting  Date"  means  the  last  day  of  the  Plan  Year.  The  Plan
Administrator  will  allocate  Employer  contributions  and  forfeitures  for  a
particular  Plan Year as of the  Accounting  Date of that Plan Year, and on such
other dates, if any, as the Plan Administrator  determines,  consistent with the
Plan's allocation conditions and other provisions.

1.04 "Adoption  Agreement" means the document executed by each Employer adopting
this Plan.  References to Adoption Agreement within this basic plan document are
to the Adoption  Agreement as  completed  and executed by a particular  Employer
unless the context clearly indicates otherwise.  An adopting Employer's Adoption
Agreement  and this basic plan  document  together  constitute a single Plan and
Trust  of the  Employer.  Each  elective  provision  of the  Adoption  Agreement
corresponds (by its parenthetical  section reference) to the section of the Plan
which grants the election.  Each Adoption  Agreement  offered under this Plan is
either a  Nonstandardized  Plan or a  Standardized  Plan,  as identified in that
Adoption  Agreement.  The  provisions  of this Plan apply in the same  manner to
Nonstandardized Plans and to Standardized Plans unless otherwise specified.  All
section  references within an Adoption  Agreement are Adoption Agreement section
references unless the context clearly indicates otherwise.

1.05 "Beneficiary" means a person designated by a Participant or by the Plan 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 to the  Beneficiary  his/her Plan benefit.  A
Beneficiary's  right to (and the Plan  Administrator's  or a  Trustee's  duty to
provide to the  Beneficiary)  information  or data  concerning the Plan does not
arise until the  Beneficiary  first becomes  entitled to receive a benefit under
the Plan.

1.06 "Code"  means the Internal  Revenue  Code of 1986,  as amended and includes
applicable Treasury regulations.

1.07  "Compensation"  means a Participant's W-2 wages, Code ss.3401(a) wages, or
415 compensation except, in the case of a Self-Employed Individual, Compensation
means  Earned  Income as defined in Section  1.09.  The Employer in its Adoption
Agreement must specify which definition of Compensation (Section 1.07(A), (B) or
(C))  applies  under the Plan and any  modifications  thereto,  for  purposes of
contribution  allocations  under  Article  III.  Any  reference  in the  Plan to
Compensation  is a reference to the definition in this Section 1.07,  unless the
Plan  reference,  or the  Employer  in its  Adoption  Agreement,  modifies  this
definition.  The Plan  Administrator  will take into account  only  Compensation
actually  paid during (or as  permitted  under the Code,  paid for) the relevant
period.  A  Compensation  payment  includes  Compensation  paid by the  Employer
through another person under the common paymaster  provisions in Code ss.ss.3121
and 3306.  Compensation,  unless otherwise  specified in the Adoption Agreement,
does not include any form of remuneration  (including severance pay and vacation
pay) paid to the  Participant  after the  Participant  incurs a Separation  from
Service.

(A) W-2  Wages.  W-2  wages  means  wages for  federal  income  tax  withholding
purposes,  as  defined  under Code  ss.3401(a),  plus all other  payments  to an
Employee  in the  course  of the  Employer's  trade or  business,  for which the
Employer must furnish the Employee a written  statement  under Code  ss.ss.6041,
6051 and  6052,  but  determined  without  regard to any  rules  that  limit the
remuneration included in wages based on the nature or location of the employment
or services  performed  (such as the  exception for  agricultural  labor in Code
ss.3401(a)(2)).

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

(C)  Code  ss.415  Compensation   (current  income   definition).   Code  ss.415
compensation means the Employee's 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 to the extent that the
amounts  are  includible  in  gross  income  (including,  but  not  limited  to,
commissions  paid  salespersons,  compensation  for  services  on the basis of a
percentage of profits,  commissions on insurance premiums, tips, bonuses, fringe
benefits and  reimbursements or other expense  allowances under a nonaccountable
plan as described in Treas. Reg. ss.1.62-2(c)).

Code ss.415 compensation does not include:

     (a) Employer contributions 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,  Employer contributions on behalf of
     an  Employee  to a  Simplified  Employee  Pension  Plan to the extent  such
     contributions  are  excludible  from the Employee's  gross income,  and any
     distributions from a plan of deferred  compensation,  regardless of whether
     such  amounts  are  includible  in the gross  income of the  Employee  when
     distributed.

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

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

     (d) Other amounts which receive special tax benefits,  such as premiums for
     group term life insurance (but only to the extent that the premiums are not
     includible in the gross income of the Employee),  or contributions  made by
     an Employer (whether or not under a salary reduction  agreement) toward 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).

     (D) Elective  Contributions.  Compensation under Sections 1.07(A),  1.07(B)
     and 1.07(C)  includes  Elective  Contributions  unless the  Employer in its
     Adoption  Agreement  elects to exclude  Elective  Contributions.  "Elective
     Contributions"  are amounts  excludible  from the  Employee's  gross income
     under Code ss.ss.125,  132(f)(4),  402(e)(3),  402(h)(2), 403(b), 408(p) or
     457, and  contributed  by the Employer,  at the Employee's  election,  to a
     cafeteria  plan, a qualified  transportation  fringe benefit plan, a 401(k)
     arrangement,  a SARSEP,  a tax-sheltered  annuity,  a SIMPLE plan or a Code
     ss.457 plan.  Notwithstanding the preceding sentence,  amounts described in
     ss.132(f)(4) are not Elective  Contributions  until Plan Years beginning on
     or after January 1, 2001, unless the Plan  Administrator  operationally has
     included  such amounts  effective  as of an earlier Plan Year  beginning no
     earlier than January 1, 1998.

     (E)  Compensation   Dollar   Limitation.   For  any  Plan  Year,  the  Plan
     Administrator in allocating  contributions  under Article III or in testing
     the Plan for nondiscrimination, cannot take into account more than $150,000
     (or such larger or smaller amount as the  Commissioner of Internal  Revenue
     may  prescribe)  of any  Participant's  Compensation.  Notwithstanding  the
     foregoing,  an  Employee  under a  401(k)  arrangement  may  make  elective
     deferrals  with  respect  to  Compensation  which  exceeds  the  Plan  Year
     Compensation  limitation,  provided such deferrals  otherwise  satisfy Code
     ss.402(g) and other applicable limitations.

     (F)  Nondiscrimination.  For  purposes  of  determining  whether  the  Plan
     discriminates in favor of Highly Compensated Employees,  Compensation means
     Compensation  as defined in this  Section  1.07,  except:  (1) the Employer
     annually  may  elect  operationally  to  include  or  to  exclude  Elective
     Contributions,  irrespective  of the  Employer's  election in its  Adoption
     Agreement regarding Elective Contributions;  and (2) the Plan Administrator
     will disregard any elections  made in the  "modifications  to  Compensation
     definition"  section of Adoption  Agreement  Section 1.07.  The  Employer's
     election  described  in clause  (1) must be  consistent  and  uniform  with
     respect to all Employees  and all plans of the Employer for any  particular
     Plan Year. 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.  Furthermore,  for
     nondiscrimination  purposes,  including  the  computation  of an Employee's
     actual  deferral  percentage  ("ADP")  or  actual  contribution  percentage
     ("ACP"),  the Plan  Administrator may limit Compensation taken into account
     to Compensation received only for the portion of the Plan Year in which the
     Employee  was a  Participant  and only for the  portion of the Plan Year in
     which the Plan or the 401(k) arrangement was in effect.

1.08  "Disability"  means  the  Participant,  because  of a  physical  or mental
disability,  will be unable to perform the duties of his/her customary  position
of employment (or is unable to engage in any substantial  gainful  activity) for
an  indefinite  period which the Plan  Administrator  considers  will be of long
continued  duration.  A  Participant  also is  disabled  if  he/she  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. A Participant is
disabled on the date the Plan Administrator determines the Participant satisfies
the definition of Disability.  The Plan  Administrator may require a Participant
to submit to a physical  examination  in order to confirm  Disability.  The Plan
Administrator   will  apply  the   provisions   of  this   Section   1.08  in  a
nondiscriminatory,  consistent and uniform  manner.  The Employer may provide an
alternative definition of Disability in an Addendum to its Adoption Agreement.

1.09 "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  Self-Employed  Individual  are  a  material  income
producing  factor.  The Plan  Administrator  will determine net earnings without
regard to items excluded from gross income and the deductions allocable to those
items.  The Plan  Administrator  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  after  the  deduction   allowed  to  the
Self-Employed Individual under Code ss.164(f) for self-employment taxes.

1.10  "Effective  Date"  of this  Plan is the  date  specified  in the  Adoption
Agreement  unless  otherwise for a specified  purpose provided within this basic
plan  document or within (as part of the  Adoption  Agreement)  a  Participation
Agreement, an Addendum, or within Appendices A or B.

1.11 "Employee" means any common law employee,  Self-Employed Individual, Leased
Employee or other  person the Code treats as an  employee  of the  Employer  for
purposes  of the  Employer's  qualified  plan.  The  Employer  in  its  Adoption
Agreement  must  elect or  specify  any  Employee,  or class of  Employees,  not
eligible to participate in the Plan (an "excluded Employee").

(A) Collective Bargaining Employees. If the Employer elects in its Adoption
Agreement to exclude collective bargaining Employees from eligibility to
participate, the exclusion applies to any Employee 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, if: (1) retirement benefits were the subject of good faith
bargaining; and (2) two percent or less of the employees covered by the
agreement are "professionals" as defined in Treas. Reg. ss.1.410(b)-9, 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.

(B)  Nonresident  Aliens.  If the Employer  elects in its Adoption  Agreement to
exclude  nonresident  aliens from  eligibility  to  participate,  the  exclusion
applies  to any  nonresident  alien  Employee  who does not  receive  any earned
income,  as defined in Code  ss.911(d)(2),  from the Employer which  constitutes
United States source income, as defined in Code ss.861(a)(3).

(C) Reclassified  Employees. If the Employer elects in its Adoption Agreement to
exclude  reclassified  Employees from eligibility to participate,  the exclusion
applies to any person the Employer does not treat as an Employee (including, but
not limited to,  independent  contractors,  persons the Employer pays outside of
its payroll system and  out-sourced  workers) for federal income tax withholding
purposes under Code  ss.3401(a),  but for whom there is a binding  determination
the individual is an Employee or a Leased Employee of the Employer.

1.12 "Employer"  means each employer who establishes a Plan under this Prototype
Plan by executing an Adoption  Agreement and includes to the extent described in
Section 1.26 a Related Employer and a Participating  Employer.  The Employer for
purposes of acting as Plan  Administrator,  making Plan amendments,  terminating
the Plan or  performing  other  ERISA  settlor  functions,  means the  signatory
Employer  to the  Adoption  Agreement  Execution  Page and does not  include any
Related Employer or Participating Employer.

1.13  "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and includes applicable Department of Labor regulations.

1.14 "Highly Compensated Employee" means an Employee who:

     (a) during the Plan Year or during the preceding  Plan Year, 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); or

     (b) during the preceding  Plan Year had  Compensation  in excess of $80,000
     (as adjusted by the Commissioner of Internal Revenue for the relevant year)
     and, if the Employer under its Adoption Agreement  Appendices A or B, makes
     the  top-paid  group  election,  was  part of the  top-paid  20%  group  of
     Employees (based on Compensation for the preceding Plan Year).

For purposes of this Section 1.14,  "Compensation" means Compensation as defined
in Section 1.07,  except any exclusions from Compensation the Employer elects in
Adoption  Agreement  Section 1.07 do not apply,  and  Compensation  specifically
includes  Elective   Contributions.   The  Plan   Administrator  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,  consistent
with Code ss.414(q) and regulations issued under that Code section. The Employer
in its  Adoption  Agreement  Appendices  A or B may make a  calendar  year  data
election to determine  the Highly  Compensated  Employees  for the Plan Year, as
prescribed  by  Treasury  regulations  or by  other  guidance  published  in the
Internal Revenue Bulletin. A calendar year data election must apply to all plans
of the Employer which reference the highly  compensated  employee  definition in
Code  ss.414(q).  For purposes of this Section 1.14, if the current Plan Year is
the first  year of the  Plan,  then the term  "preceding  Plan  Year"  means the
12-consecutive month period immediately preceding the current Plan Year.

1.15 "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 Plan  Administrator  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 Plan  Administrator  credits Hours of Service under
     this Paragraph (b) to the Employee for the  computation  period(s) to which
     the award or the agreement  pertains rather than for the computation period
     in which the award, agreement or payment is made; and

     (c) Each Hour of  Service  for  which  the  Employer,  either  directly  or
     indirectly,  pays an  Employee,  or for which the  Employee  is entitled to
     payment   (irrespective   of  whether  the   employment   relationship   is
     terminated),  for reasons other than for the performance of duties during a
     computation  period,  such as leave of  absence,  vacation,  holiday,  sick
     leave,  illness,  incapacity (including  disability),  layoff, jury duty or
     military duty. The Plan Administrator 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
     Plan  Administrator  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 Plan Administrator will not credit an Hour of Service under more than one of
the above Paragraphs (a), (b) or (c). A computation  period for purposes of this
Section 1.15 is the Plan Year, Year of Service  period,  Break in Service period
or other  period,  as  determined  under the Plan  provision  for which the Plan
Administrator   is  measuring  an   Employee's   Hours  of  Service.   The  Plan
Administrator  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 Plan  Administrator  will use in crediting an
Employee with Hours of Service and the purpose for which the elected method will
apply.

(B) Actual  Method.  Under the Actual  Method as  determined  from  records,  an
Employee  receives  credit for Hours of Service  for hours  worked and hours for
which the Employer makes payment or for which payment is due from the Employer.

(C) Equivalency Method. Under an Equivalency Method, for each equivalency period
for which the Plan  Administrator  would credit the  Employee  with at least one
Hour of Service,  the Plan  Administrator  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.

(D) Elapsed Time Method.  Under the Elapsed  Time Method,  an Employee  receives
credit for Service for the  aggregate  of all time  periods  (regardless  of the
Employee's  actual Hours of Service)  commencing with the Employee's  Employment
Commencement Date, or with his/her Reemployment Commencement Date, and ending on
the date a Break in Service begins. An Employee's  Employment  Commencement Date
or  his/her  Re-employment  Commencement  Date  begins on the  first day  he/she
performs an Hour of Service following  employment or re-employment.  In applying
the Elapsed  Time  Method,  the Plan  Administrator  will  credit an  Employee's
Service for any Period of Severance of less than 12-consecutive  months and will
express fractional periods of Service in days.

Under the Elapsed Time Method, a Break in Service is a Period of Severance of at
least 12  consecutive  months.  A Period of Severance is a continuous  period of
time during which the Employee is not employed by the Employer.  The  continuous
period begins on the date the Employee retires, quits, is discharged, or dies or
if earlier,  the first  12-month  anniversary  of the date on which the Employee
otherwise  is absent from Service for any other  reason  (including  disability,
vacation,  leave of absence,  layoff,  etc.).  In the case of an Employee who is
absent from work for maternity or paternity reasons,  the  12-consecutive  month
period  beginning  on the first  anniversary  of the first date the  Employee is
otherwise absent from Service does not constitute a Break in Service.

(E) Maternity/Paternity  Leave/Family and Medical Leave Act. Solely for purposes
of determining whether an Employee incurs a Break in Service under any provision
of this Plan,  the Plan  Administrator  must credit Hours of Service  during the
Employee's  unpaid absence period:  (i) due to maternity or paternity  leave; or
(ii) as  required  under the Family and  Medical  Leave Act.  An  Employee is 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 Plan  Administrator  credits Hours of Service
under this  Section  1.15(E) on the basis of the number of Hours of Service  for
which the Employee  normally would receive credit or, if the Plan  Administrator
cannot  determine  the number of Hours of Service  the  Employee  would  receive
credit for, on the basis of 8 hours per day during the absence period.  The Plan
Administrator  will  credit  only the  number  (not  exceeding  501) of Hours of
Service  necessary  to  prevent  an  Employee's  Break  in  Service.   The  Plan
Administrator  credits all Hours of Service described in this Section 1.15(E) 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/her   absence  period   begins,   the  Plan
Administrator  credits  these  Hours of  Service  to the  immediately  following
computation period.

(F) Qualified  Military  Service.  Hour of Service also includes any Service the
Plan  must  credit  for  contributions  and  benefits  in order to  satisfy  the
crediting of Service  requirements  of Code  ss.414(u).  The  provisions of this
Section 1.15(F) apply beginning  December 12, 1994, or if the Employer's Plan is
effective after that date, as of the Plan's Effective Date.

1.16 "Leased  Employee" means an individual (who otherwise is not an Employee of
the Employer) who,  pursuant to an 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  such
services under primary  direction or control of the Employer  within the meaning
of Code ss.414(n)(2).  Except as described in Section 1.16(A), a Leased Employee
is an Employee  for purposes of the Plan.  If a Leased  Employee is an Employee,
"Compensation"  includes  Compensation  from the leasing  organization  which is
attributable to services performed for the Employer.

(A) Safe  Harbor  Plan  Exception.  A Leased  Employee is not 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) including Elective Contributions.

(B) Other Requirements. The Plan Administrator must apply this Section 1.16 in a
manner consistent with Code  ss.ss.414(n) and 414(o) and the regulations  issued
under those Code sections.  If a Participant is a Leased  Employee  covered by a
plan  maintained  by the  leasing  organization,  the  Plan  Administrator  will
determine the allocation of Employer  contributions and Participant  forfeitures
on behalf of the  Participant  under the  Employer's  Plan  without  taking into
account  the  Leased   Employee's   allocation,   if  any,   under  the  leasing
organization's plan.

1.17  "Nonhighly  Compensated  Employee"  means any Employee who is not a Highly
Compensated Employee.

1.18  "Nontransferable  Annuity"  means an annuity  contract  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.

1.19  "Paired  Plans"  means the  Employer  has  adopted two  Standardized  Plan
Adoption  Agreements  offered with this Prototype  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 401(k)  arrangement.  A
Paired Pension Plan must be a money purchase pension plan,  defined benefit 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.  If an Employer adopts paired plans,  only one of the plans may provide
for permitted disparity.

1.20  "Participant"  means an eligible  Employee  who becomes a  Participant  in
accordance  with the  provisions of Section 2.01. An eligible  Employee means an
Employee who is not an excluded Employee under Adoption Agreement Section 1.11.

1.21 "Plan" means the retirement  plan  established or continued by the Employer
in the form of this Prototype Plan, including the Adoption Agreement under which
the Employer has elected to establish this 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 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 Prototype Plan. All section  references within this basic plan document are
Plan section references unless the context clearly indicates otherwise. The Plan
includes any Addendum or Appendix permitted by the basic plan document or by the
Employer's  Adoption  Agreement and which the Employer  attaches to its Adoption
Agreement.  An Addendum must  correspond by section  reference to the section of
the basic plan document or Adoption Agreement permitting the Addendum.

1.22 "Plan  Administrator"  means the Employer  unless the  Employer  designates
another  person or  persons  to hold the  position  of Plan  Administrator.  Any
person(s)  the  Employer  appoints  as  Plan  Administrator  may or  may  not be
Participants   in  the  Plan.  In  addition  to  its  other  duties,   the  Plan
Administrator  has  full  responsibility  for the  Plan's  compliance  with  the
reporting and disclosure rules under ERISA.

1.23 "Plan  Entry  Date"  means the  date(s)  the  Employer  elects in  Adoption
Agreement Section 2.01.

1.24 "Plan Year" means the  consecutive  month period the Employer  specifies in
its Adoption Agreement. The Employer also must specify in its Adoption Agreement
the "Limitation Year" applicable to the limitations on allocations  described in
Article III. If the Employer  maintains  Paired  Plans,  each Plan must have the
same Plan Year.

1.25  "Protected  Benefit" means any accrued  benefit  described in Treas.  Reg.
ss.1.411(d)-4,  including any optional form of benefit  provided  under the Plan
which  may  not  (except  in  accordance  with  such  Regulations)  be  reduced,
eliminated or made subject to Employer discretion.

1.26 "Related Group"/"Related Employer" 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)),
an  affiliated  service group (as defined in Code  ss.414(m)) or an  arrangement
otherwise described in Code ss.414(o). Each Employer/member of the Related Group
is a Related Employer.  The term "Employer"  includes every Related Employer for
purposes of crediting Service and Hours of Service, determining Years of Service
and Breaks in Service  under  Articles  II and V,  determining  Separation  from
Service,  applying  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  XII,  applying  the
definitions of Employee,  Highly Compensated  Employee,  Compensation and Leased
Employee,  applying  the safe  harbor  401(k)  provisions  of Section  14.02(D),
applying  the SIMPLE  401(k)  provisions  of Section  14.02(E) and for any other
purpose the Code or the Plan require.

(A) Participating Employer. 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  Adoption  Agreement.  If a  Related  Employer
executes a  Participation  Agreement  to the  Adoption  Agreement,  the  Related
Employer is a Participating  Employer.  A Participating  Employer is an Employer
for all purposes of the Plan except as provided in Section 1.12.

(B) Standardized/Nonstandardized  Plan. If the Employer's Plan is a Standardized
Plan, all Employees of the Employer or of any Related Employer,  are eligible to
participate in the Plan,  irrespective of whether the Related Employer  directly
employing  the  Employee  is  a  Participating  Employer.   Notwithstanding  the
immediately  preceding  sentence,  individuals who become Employees of a Related
Employer as a result of a transaction  described in Code ss.410(b)(6)(C) are not
eligible  to  participate  in the  Plan  during  the  Plan  Year in  which  such
transaction  occurs nor in the following Plan Year,  unless the Related Employer
which  employs  such  Employees  becomes  during  such  period  a  Participating
Employer, by executing a Participation  Agreement to the Adoption Agreement.  If
the Plan is a Nonstandardized  Plan, the Employees of a Related Employer are not
eligible  to  participate  in  the  Plan  unless  the  Related   Employer  is  a
Participating Employer.

1.27  "Self-Employed   Individual"/   "Owner-   Employee"/"Shareholder-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  profits) 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,  or a limited  liability  company  taxed  for  federal  income  tax
purposes as a partnership, "Owner-Employee" means a Self-Employed Individual who
is a partner  or member  and owns more  than 10% of either  the  capital  or the
profits  interest  of the  partnership  or of  the  limited  liability  company.
"Shareholder-Employee"  means an employee or officer of an "S"  corporation  who
owns (or is  considered as owning under Code  ss.318(a)(1))  more than 5% of the
outstanding  stock of the  corporation on any day of the  corporation's  taxable
year.

1.28 "Separation from Service" means an event after which the Employee no longer
has an employment relationship with the Employer maintaining this Plan or with a
Related Employer.

1.29  "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.

1.30 "Service with a Predecessor Employer" If the Employer maintains the plan of
a predecessor employer, service of the Employee with the predecessor employer is
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 in its Adoption  Agreement (or in a Participation
Agreement,  if  applicable)  elects to credit  designated  predecessor  employer
service and specifies  the purposes for which the Plan will credit  service with
that predecessor employer.

Unless the Employer under its Adoption  Agreement Section 2.01 provides for this
purpose  specific  Plan  Entry  Dates,  an  Employee  who  satisfies  the Plan's
eligibility  condition(s) by reason of the crediting of predecessor service will
enter the Plan in  accordance  with the  provisions  of  Section  2.04 as if the
Employee  were a  re-employed  Employee  on  the  first  day  the  Plan  credits
predecessor service.

1.31 "Trust" means the separate Trust created under the Plan.

1.32 "Trust Fund" means all property of every kind acquired by the Plan and held
by the Trust, other than incidental benefit insurance contracts.

1.33 "Trustee"  means the person or persons who as Trustee  execute the 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  Prototype  Plan
Sponsor is a bank,  savings and loan  association,  credit  union,  mutual fund,
insurance company, or other institution  qualified to serve as Trustee, a person
other  than the  Prototype  Plan  Sponsor  (or its  affiliate)  may not serve as
Trustee or as Custodian of the Plan without the written consent of the Prototype
Plan Sponsor.

1.34 "Vested" means a Participant or a Beneficiary has an  unconditional  claim,
legally  enforceable  against the Plan, to the Participant's  Account Balance or
Accrued Benefit.

                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

2.01  ELIGIBILITY.  Each eligible  Employee becomes a Participant in the Plan in
accordance with the  eligibility  provisions the Employer elects 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  restated  Effective  Date  continues  as a
Participant in the restated Plan,  irrespective of whether he/she  satisfies the
eligibility  conditions  of the  restated  Plan,  unless the  Employer  provides
otherwise in its Adoption  Agreement.  If the Employer  contributes  to the Plan
under a Davis-Bacon  contract,  except as the contract provides,  the Employer's
Adoption Agreement elections imposing age and service eligibility  conditions do
not apply with respect to an Employee performing Davis-Bacon contract Service.

2.02 AGE AND SERVICE CONDITIONS.  For purposes of an Employee's participation in
the Plan,  the Plan:  (1) may not impose an age condition  exceeding age 21; and
(2) takes into account all of the Employee's Years of Service with the Employer,
except as  provided  in Section  2.03.  "Year of  Service"  for  purposes  of an
Employee's  participation in the Plan, means a 12- consecutive month eligibility
computation  period  during which the Employee  completes the number of Hours of
Service (not exceeding 1,000) the Employer specifies in its Adoption Agreement.

The initial  eligibility  computation period is the first  12-consecutive  month
period  measured from the  Employee's  Employment  Commencement  Date.  The Plan
measures  succeeding  12-consecutive  month eligibility  computation  periods in
accordance  with the  Employer's  election  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 also during the first applicable Plan
Year  receives  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  under  Adoption  Agreement  Section 2.01 elects an  alternative
Service  condition to one Year of Service or two Years of Service,  the Employer
must  elect  in the  Adoption  Agreement  the  Hour of  Service  and  any  other
requirement(s),  if any, after the Employee completes one Hour of Service. Under
any alternative Service condition election, the Plan may not require an Employee
to  complete  more  than  one  Year  of  Service  (1,000  Hours  of  Service  in
12-consecutive months) or two Years of Service if applicable.

If the Employer in its Adoption Agreement elects to apply the Equivalency Method
or the Elapsed Time Method in applying the Plan's eligibility Service condition,
the Plan  Administrator  will credit Service in accordance with Sections 1.15(D)
and (D).

2.03 BREAK IN SERVICE -  PARTICIPATION.  An Employee incurs a "Break in Service"
if during any  applicable  12-consecutive  month period he/she 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 a "Year of Service"  under  Section  2.02.  If the Plan
applies the Elapsed Time Method of crediting  Service under Section  1.15(D),  a
Participant  incurs a "Break  in  Service"  if the  Participant  has a Period of
Severance of at least 12 consecutive months.

(A) Two Year Eligibility.  If the Employer under Adoption Agreement Section 2.01
elects a two Years of Service  condition for eligibility  purposes,  an Employee
who incurs a one year Break in Service prior to completing  two Years of Service
is a new Employee on the date he/she  first  performs an Hour of Service for the
Employer  after  the  Break  in  Service,  and the  Employee  establishes  a new
Employment Commencement Date for purposes of the initial eligibility computation
period under Section 2.02.

(B) One Year Hold-Out  Rule.  The Employer must elect in its Adoption  Agreement
whether to apply the one year  hold-out rule under Code  ss.410(a)(5)(C).  Under
this rule, a Participant  will incur a suspension of  participation  in the Plan
after  incurring  a one  year  Break  in  Service  and  the  Plan  disregards  a
Participant's   Service  completed  prior  to  a  Break  in  Service  until  the
Participant  completes one Year of Service  following the Break in Service.  The
Plan suspends the Participant's participation in the Plan as of the first day of
the Plan Year following the Plan Year in which the Participant  incurs the Break
in Service.  If the Participant  completes one Year of Service following his/her
Break in Service,  the Plan restores that  Participant's  pre-Break Service (and
the Participant  resumes active  participation in the Plan) retroactively to the
first day of the computation period in which the Participant first completes one
Year of Service  following  his/her  Break in 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.  The Plan  measures  any  subsequent
computation  periods,  if necessary,  in a manner consistent with the Employer's
eligibility  computation  period election in Adoption Agreement Section 2.02. If
the Employer  elects to apply the one year hold-out rule, the Employer also must
elect in its Adoption Agreement whether to limit application of the rule only to
a Participant who has incurred a Separation from Service.

The  Plan  Administrator  also  will  apply  the  one-year  hold  out  rule,  if
applicable,  to an Employee who satisfies the Plan's eligibility  conditions but
who incurs a Separation  from  Service and a one year Break in Service  prior to
becoming a Participant.

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 Article IX. Furthermore, the Plan
Administrator  in applying  this  Section  2.03(B)  does not restore any Service
disregarded under the Break in Service rule of Section 2.03(A).

(C) No  Application  to  401(k)  Arrangement.  If the  Plan  includes  a  401(k)
arrangement  and the  Employer  in its  Adoption  Agreement  elects to apply the
Section  2.03(B) one year hold-out rule, the Plan  Administrator  will apply the
provisions  of Section  2.04 to the deferral  contributions  portion of the Plan
without regard to Section 2.03(B).

(D) No Rule of Parity - Participation.  For purposes of Plan participation,  the
Plan does not apply the "rule of parity" under Code ss.410(a)(5)(D).

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

2.05 CHANGE IN EMPLOYMENT STATUS. The Employer in its Adoption Agreement Section
1.11 may elect to exclude certain Employees from Plan  participation  ("excluded
Employees").  If a  Participant  has not incurred a Separation  from Service but
becomes  an  excluded  Employee,  during the period of  exclusion  the  excluded
Employee  will not share in the  allocation  of any  Employer  contributions  or
Participant  forfeitures,  and may not make deferral  contributions  if the Plan
includes a 401(k) arrangement, with respect to Compensation paid to the excluded
Employee  during  the  period  of  exclusion.  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 Article IX. If a Participant who becomes an excluded Employee
subsequently  resumes  status as an  eligible  Employee,  the  Participant  will
participate in the Plan  immediately upon resuming  eligible status,  subject to
the one year hold-out rule, if applicable, under Section 2.03(B).

If an excluded Employee who is not a Participant  becomes an eligible  Employee,
he/she will  participate  immediately  in the Plan if he/she has  satisfied  the
eligibility  conditions of Adoption Agreement Section 2.01 and would have been a
Participant  had he/she not been an excluded  Employee  during his/her period of
Service.  Furthermore,  the excluded  Employee receives credit for vesting under
Article  V for  each  included  vesting  Year  of  Service  notwithstanding  the
Employee's excluded Employee status.

2.06 ELECTION NOT TO PARTICIPATE.  If the 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 ("opt-out").  If the Plan is a Nonstandardized  Plan,
the Employer in its Adoption  Agreement must elect whether any eligible Employee
may elect irrevocably to opt-out.  The Employee prior to his/her Plan Entry Date
must file an opt-out  election in writing with the Plan  Administrator on a form
provided by the Plan Administrator for this purpose.

                                  ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

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

3.01 EMPLOYER CONTRIBUTIONS.

(A) Amount and Types of  Contribution.  The Employer in its  Adoption  Agreement
will elect the amount and type(s) of Employer Plan contribution(s). The Employer
will not make a  contribution  to the Trust for any Plan Year to the  extent the
contribution would exceed the Participants' Maximum Permissible Amounts.  Unless
otherwise provided in an Addendum to its Adoption  Agreement,  the Employer need
not have net profits to make a  contribution  under the Plan. If the  Employer's
Plan is a money purchase  pension plan and the Employer also maintains a defined
benefit pension plan, notwithstanding the money purchase pension plan formula in
the Employer's Adoption Agreement,  the Employer's required  contribution to its
money  purchase  pension plan for a Plan Year is limited to the amount which the
Employer  may  deduct  under  Code  ss.404(a)(7).  If the  Employer  under  Code
ss.404(a)(7) must reduce its money purchase pension plan contribution,  the Plan
Administrator will reduce each Participant's allocation in the same ratio as the
reduced total Employer  contribution bears to the original  (unreduced) Employer
contribution.

(B)  Form  of  Contribution/Related  Employer.  Subject  to the  consent  of the
Trustee,  the Employer may make its  contribution  in property  instead of cash,
provided the contribution of property is not a prohibited  transaction under the
Code or under  ERISA.  Unless the  Employer in its  Adoption  Agreement  makes a
contrary   election,   the  Plan   Administrator   will  allocate  all  Employer
contributions  and  forfeitures  without  regard to which  contributing  Related
Employer directly employs the affected Participants.

(C) Time of Payment of  Contribution.  The Employer may pay its contribution for
any Plan Year in one or more  installments  without  interest.  Unless otherwise
required  by  contract,  by the  Code or by  ERISA,  the  Employer  may make its
contribution  to the Plan for a  particular  Plan  Year at such  time(s)  as the
Employer in its sole discretion determines. If the Employer makes a contribution
for a particular  Plan Year after the close of that Plan Year, the Employer will
designate  in writing to the  Trustee  the Plan Year for which the  Employer  is
making its contribution.

(D) Return of Employer Contribution. The Employer contributes to the Plan on the
condition  its  contribution  is not due to a mistake  of fact and the  Internal
Revenue Service will not disallow the deduction of the Employer's  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 Section  3.01(D) more than one year
after:

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

     (2) 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(D) for any earnings  attributable  to the  contribution,
but the Trustee  will  decrease  the Employer  contribution  returnable  for any
losses attributable to the contribution. The Trustee may require the Employer to
furnish the Trustee 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  DEFERRAL  CONTRIBUTIONS.  If the Plan includes a 401(k)  arrangement,  the
Employer  in  its  Adoption  Agreement  must  elect  the  Plan  limitations  and
restrictions,  if any,  which  apply  to  deferral  contributions  or to cash or
deferred  contributions,  if applicable.  Under Adoption Agreement Section 3.02,
for  purposes of applying  any Plan limit the  Employer  has elected on deferral
contributions,  the  Employer  must elect to take into  account  the  Employee's
entire Plan Year  Compensation  or to limit  Compensation  to the portion of the
Plan Year in which the Employee actually is a Participant.

3.03  MATCHING  CONTRIBUTIONS.  If the Plan includes a 401(k)  arrangement,  the
Employer  in  its  Adoption   Agreement  must  elect  the  type(s)  of  matching
contributions,  the time period applicable to any matching contribution formula,
and as applicable, the amount of matching contributions and the Plan limitations
and restrictions, if any, which apply to matching contributions.

3.04 EMPLOYER CONTRIBUTION ALLOCATION.

(A) Method of Allocation.  The Employer in its Adoption  Agreement must specify,
subject to this Section 3.04, the manner of allocating Employer contributions to
the Trust. For purposes of this Section 3.04, Employer  contributions include as
applicable, the Employer's nonelective contributions, money purchase pension and
target benefit  contributions,  but do not include  deferral  contributions  or,
except under Section 3.04(B), matching contributions.

(B)  Compensation  Taken into  Account.  The Employer in its Adoption  Agreement
Section 1.07 must specify the  Compensation  the Plan  Administrator  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 in the Plan
(or in any portion of the Plan), the Employer may elect to take into account the
Employee's entire Plan Year Compensation or to limit Compensation to the portion
of the Plan Year in which the Employee actually is a Participant.  For all other
Plan Years, the Plan  Administrator will take into account only the Compensation
determined for the portion of the Plan Year in which the Employee  actually is a
Participant. The Plan Administrator must take into account the Employee's entire
Compensation  for the Plan Year to  determine  whether  the Plan  satisfies  the
top-heavy minimum allocation  requirements of Article XII. The Employer,  in its
Adoption  Agreement,  may  elect to  measure  Compensation  for  allocating  its
Employer  contribution  for a Plan Year on the basis of a specified period other
than the Plan Year.

(C)  Top-Heavy  Minimum  Allocation.  Unless the  Employer in an Addendum to its
Adoption   Agreement  elects  to  satisfy  any  top-heavy   minimum   allocation
requirement in another plan (not maintained under this basic plan document), the
Employer in this Plan must satisfy the top-heavy requirements of Article XII.

(D) Allocation Conditions.  Subject to any restoration allocation required under
the Plan, the Plan Administrator will allocate and credit Employer contributions
to the Account of each  Participant  who satisfies the allocation  conditions of
Section 3.06.

(E)  Alternative  Allocation  Formulas.  The Plan  Administrator  will  allocate
Employer  contributions  for  the  Plan  Year  or  other  applicable  period  in
accordance  with the  allocation  formula the  Employer  elects in its  Adoption
Agreement.  The Plan  Administrator,  in allocating under any allocation formula
which is based in whole or in part on Compensation,  only will take into account
Compensation of those Participants entitled to an allocation.

The Employer in its Adoption  Agreement must elect, one or more as applicable of
the following allocation formulas:

(1) Nonintegrated  (pro rata) allocation  formula.  The Plan  Administrator will
allocate the Employer  contributions for a Plan Year 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) Two-tiered permitted disparity allocation formula. Under the first tier, the
Plan Administrator  will allocate the Employer  contributions for a Plan Year in
the same ratio that each Participant's Compensation plus Excess Compensation (as
defined in Adoption Agreement Section 3.04) for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan Year. The
allocation  under  this  first  tier,  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 Section 3.04(D)(4).

Under the second  tier,  the Plan  Administrator  will  allocate  any  remaining
Employer contributions for a Plan Year 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.

(3) Four-tiered  permitted disparity  allocation formula.  Under the first tier,
the Plan Administrator will allocate the Employer  contributions for a Plan Year
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 allocation conditions of Section 3.06 for the Plan Year, any other
Participant entitled to a top-heavy minimum allocation under the Plan. Under the
second tier, the Plan Administrator will allocate the Employer contributions for
a Plan Year in the same ratio that each  Participant's  Excess  Compensation (as
defined in Adoption Agreement Section 3.04) 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.

Under  the  third  tier,  the Plan  Administrator  will  allocate  the  Employer
contributions  for a Plan  Year  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  third  tier,  as a  percentage  of  each  Participant's
Compensation plus Excess Compensation, must not exceed the applicable percentage
(2.7%, 2.4% or 1.3%) listed under Section 3.04(D)(4).

Under the fourth  tier,  the Plan  Administrator  will  allocate  any  remaining
Employer   contributions   for  a  Plan  Year,  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.

(4) Maximum disparity table. For purposes of the permitted disparity  allocation
formulas under this Section 3.04, the applicable percentage is:

       Integration level %                 Applicable %         Applicable %
       of taxable                          for 2-tiered         for 4-tiered
       wage base                           formula              formula
       ---------------------------------   -----------------    ----------------
       100%                                     5.7%                2.7%
       More than 80% but less than              5.4%                2.4%
       100%
       More than 20% (but not less              4.3%                1.3%
       than $10,001) and not more
       than 80%
       20% (or $10,000, if greater)             5.7%                2.7%
       or less

(5) Overall permitted disparity limits.

(i)  Annual  overall  permitted   disparity  limit.   Notwithstanding   Sections
3.04(D)(2)  and (3),  for any Plan Year the Plan  benefits any  Participant  who
benefits  under another  qualified plan or under a simplified  employee  pension
plan (as defined in Code ss.408(k)) maintained by the Employer that provides for
permitted disparity (or imputes disparity), the Plan Administrator will allocate
Employer contributions to the Account of each Participant in the same ratio that
each  Participant's   Compensation  bears  to  the  total  Compensation  of  all
Participants for the Plan Year.

(ii) Cumulative  permitted  disparity limit.  Effective for Plan Years beginning
after  December  31,  1994,  the  cumulative  permitted  disparity  limit  for a
Participant is 35 total cumulative  permitted disparity years. "Total cumulative
permitted disparity years" means the number of years credited to the Participant
for allocation or accrual  purposes under the Plan, any other  qualified plan or
simplified  employee pension plan (whether or not terminated) ever maintained by
the Employer. For purposes of determining the Participant's cumulative permitted
disparity limit, the Plan  Administrator will treat all years ending in the same
calendar year as the same year.  If the  Participant  has not benefited  under a
defined benefit plan or under a target benefit plan of the Employer for any year
beginning  after December 31, 1993, the  Participant  does not have a cumulative
permitted disparity limit.

For purposes of this Section 3.04(D)(5), a Participant "benefits" under the Plan
for any Plan  Year  during  which  the  Participant  receives,  or is  deemed to
receive,   a   contribution   allocation   in   accordance   with  Treas.   Reg.
ss.1.410(b)-3(a).

(6) Uniform points allocation formula.  The Plan Administrator will allocate the
Employer contributions for a Plan Year in the same ratio that each Participant's
points (as elected in Adoption  Agreement Section 3.04) bear to the total points
of all Participants for the Plan Year.

(7) Incorporation of contribution  formula. The Plan Administrator will allocate
the Employer's contributions for a Plan Year in accordance with the contribution
formula the Employer has elected under Section 3.01.

(8) Target benefit allocation formula.  The Plan Administrator will allocate the
Employer  contributions  for a Plan Year as  provided in the  Employer's  target
benefit Adoption Agreement.

(9)  Davis-Bacon  contract  allocation  formula.  The  Plan  Administrator  will
allocate  the  Employer  contributions  for a Plan Year in  accordance  with the
applicable  Davis-Bacon  contract  pursuant to which the  Employer  has made its
contributions  for the Plan Year.  The Employer's  contributions  will take into
account  each  Participant's  hourly  rate,   employment  category,   employment
classification and such other factors the Davis-Bacon  contract may specify. For
purposes of the Plan, "Davis-Bacon contract" includes a contract under any state
prevailing wage law.

(F)  Qualified  Nonelective   Contributions.   The  Employer  operationally  may
designate  all or any portion of its  nonelective  contributions  as a qualified
nonelective  contribution.  The Employer, to facilitate the Plan Administrator's
correction of test failures under Sections 14.08, 14.09 and 14.10, also may make
qualified  nonelective  contributions  to the Plan  irrespective  of whether the
Employer  in  its  Adoption   Agreement  has  elected  to  provide   nonelective
contributions.  The Employer in its Adoption  Agreement  must elect  whether the
Plan  Administrator  will  allocate the Employer  contributions  designated as a
qualified  nonelective  contribution to all  Participants or solely to Nonhighly
Compensated Employee Participants. The Employer operationally must elect whether
the Plan Administrator will allocate qualified nonelective contributions: (1) to
eligible  Participants  pro rata in  relation to  Compensation;  (2) to eligible
Participants in the same amount without regard to Compensation (flat dollar); or
(3) under the reverse  allocation  or other  similar  method.  Under the reverse
allocation  method,  the Plan  Administrator,  subject  to  Section  3.06,  will
allocate a qualified nonelective contribution first to the Nonhighly Compensated
Employee  Participant(s)  with the  lowest  Compensation  for the Plan  Year not
exceeding  the  Maximum  Permissible  Amount  for  each  Participant,  with  any
remaining  amounts  allocated  to the next highest  paid  Nonhighly  Compensated
Employee  Participant(s)  not exceeding his/her Maximum  Permissible  Amount and
continuing in this manner until the Plan  Administrator  has fully allocated the
qualified nonelective contribution.

(G) Qualified Replacement Plan. The Employer may establish or maintain this Plan
as a qualified  replacement  plan as described  in Code ss.4980  under which the
Plan may receive a transfer from a terminating  qualified plan the Employer also
maintains.  The Plan  Administrator  will  credit the  transferred  amounts to a
suspense  account  under the Plan and  thereafter  the Plan  Administrator  will
allocate the  transferred  amounts under this Section 3.04(G) in the same manner
as the Plan Administrator allocates Employer nonelective  contributions,  unless
the Employer  specifies in an Addendum to its Adoption  Agreement:  (1) to apply
such transferred amounts to the Plan's  administrative  expenses;  or (2) if the
Plan includes a 401(k) arrangement, the Employer in its Addendum designates such
transferred amounts as matching contributions.

3.05  FORFEITURE  ALLOCATION.  The amount of a Participant's  Account  forfeited
under the Plan is a Participant forfeiture.  The Plan Administrator,  subject to
Section  3.06,  will  allocate  Participant  forfeitures  at the time and in the
manner the Employer specifies in its Adoption Agreement.  The Plan Administrator
will continue to hold the undistributed,  non-Vested portion of the Account of a
Participant  who has separated from Service  solely for his/her  benefit until a
forfeiture occurs at the time specified in Section 5.09 or if applicable,  until
the time  specified in Section  9.11.  Except as provided  under Section 5.04, a
Participant  will not share in the  allocation of a forfeiture of any portion of
his/her  Account.  If  the  Plan  includes  a  401(k)   arrangement,   the  Plan
Administrator   first  will  determine  if  a   Participant's   forfeitures  are
attributable  to  nonelective  or  to  matching  contributions,   and  the  Plan
Administrator  then will allocate the forfeitures in the manner the Employer has
elected  in  its  Adoption  Agreement.   If  the  Employer  elects  to  allocate
forfeitures to reduce nonelective or matching  contributions and the forfeitures
exceed the amount of the contribution to which the Plan Administrator will apply
the forfeitures,  the Plan Administrator will allocate the remaining forfeitures
as  an  additional   discretionary   nonelective   or   discretionary   matching
contribution  or the  Plan  Administrator  will  apply  the  forfeitures  to the
Employer's  nonelective or matching  contribution in the succeeding Plan Year. A
Participant's  forfeiture  is  attributable  to  matching  contributions  if the
forfeiture is: (1) a non-Vested  matching  Account  forfeited in accordance with
Section 5.09 or, if applicable,  Section 9.11; (2) a non-Vested excess aggregate
contribution    (adjusted   for   earnings)    forfeited   in   correcting   for
nondiscrimination  failures  under  Section  14.09 or Section  14.10;  or (3) an
"associated  matching  contribution,"  which  includes any Vested or  non-Vested
matching  contribution  (adjusted  for  earnings)  made with respect to elective
deferrals  or  Employee  contributions  the Plan  Administrator  distributes  in
correction of Code ss.402(g),  Code ss.415 or  nondiscrimination  failures under
Sections  14.07,  14.08,  14.09 or 14.10.  An Employee  forfeits  an  associated
matching  contribution  unless  the  matching  contribution  is a Vested  excess
aggregate contribution distributed in accordance with Sections 14.09 or 14.10.

3.06 ALLOCATION CONDITIONS. The Plan Administrator will determine the allocation
conditions   which  apply  to   Employer   contributions   (including   matching
contributions) and Participant  forfeitures on the basis of the Plan Year (or on
any  other  basis  representing  a  reasonable  division  of the  Plan  Year) in
accordance  with  the  Employer's   elections  in  its  Adoption  Agreement.   A
Participant does not accrue an Employer contribution with respect to a Plan Year
or other  applicable  period  until the  Participant  satisfies  the  allocation
conditions  described in this Section 3.06. The Plan under a 401(k)  arrangement
may not impose any allocation conditions with respect to deferral contributions,
safe harbor contributions or SIMPLE contributions.

(A) Hours of Service  Requirement.  Except as required to satisfy the  top-heavy
minimum  allocation  requirement of Article XII, the Plan Administrator 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 or consecutive calendar days of employment  requirement
the Employer  specifies in its Adoption  Agreement for the relevant period.  The
Employer in its Standardized  Adoption Agreement must elect whether to require a
Participant  to  complete  during a Plan  Year 501  Hours  of  Service  or to be
employed  for at least 91  consecutive  calendar  days  under the  Elapsed  Time
Method, to share in the allocation of Employer  contributions for that Plan Year
where the  Participant is not employed by the Employer on the Accounting Date of
that Plan Year,  including  the Plan Year in which the Employer  terminates  the
Plan.

(B) "Last Day"  Employment  Requirement.  If the Plan is a Standardized  Plan, a
Participant  who is employed by the  Employer on the  Accounting  Date of a Plan
Year will share in the allocation of Employer  contributions  for that Plan Year
without regard to the Participant's  Hours of Service completed during that Plan
Year. If the Plan is a  Nonstandardized  Plan,  the Employer must specify in its
Adoption  Agreement  whether the Participant  will benefit under the Plan if the
Participant is not employed by the Employer on the  Accounting  Date of the Plan
Year or other  specified date. If the Plan is a  Nonstandardized  money purchase
Plan  or  target  benefit  Plan,  the  Plan  conditions  Employer   contribution
allocations on a  Participant's  employment with the Employer on the last day of
the Plan Year for the Plan Year in which the Employer terminates the Plan.

(C) Death,  Disability or Normal  Retirement Age. Unless the Employer  otherwise
elects  in its  Adoption  Agreement,  any  allocation  condition  elected  under
Adoption  Agreement Section 3.06 does not apply for a Plan Year if a Participant
incurs a  Separation  from  Service  during  the  Plan  Year on  account  of the
Participant's  death,  Disability or attainment of Normal  Retirement Age in the
current Plan Year or on account of the Participant's Disability or attainment of
Normal Retirement Age in a prior Plan Year.

(D) Other Conditions.  In allocating Employer  contributions under the Plan, the
Plan Administrator will not apply any other conditions except those the Employer
elects in its Adoption Agreement or otherwise as the Plan may require.

(E)  Suspension of  Allocation  Conditions  Under a  Nonstandardized  Plan.  The
suspension  provisions of this Section  3.06(E) do not apply unless the Employer
elects in its  Nonstandardized  Adoption  Agreement  to apply  them.  If Section
3.06(E)  applies,  the Plan  suspends  for a Plan  Year the  Adoption  Agreement
Section  3.06  allocation  conditions  if the Plan  fails in that  Plan  Year to
satisfy coverage under the Ratio  Percentage Test,  unless in an Addendum to its
Adoption  Agreement,  the Employer  specifies the Plan  Administrator will apply
this Section 3.06(E) using the Average Benefit Percentage Test described in Code
ss.410(b)(2).  A Plan satisfies  coverage under the Ratio Percentage Test if, on
the last day of the Plan Year,  the  Plan's  benefiting  ratio of the  Nonhighly
Compensated  Includible Employees is at least 70% of the benefiting ratio of the
Highly Compensated Includible Employees.

The benefiting ratio of the Nonhighly  Compensated  Includible  Employees is the
number of Nonhighly  Compensated  Includible Employees benefiting under the Plan
over the  number  of the  Includible  Employees  who are  Nonhighly  Compensated
Employees.  "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 or the nonresident  alien  exclusions
under Code  ss.410(b)(3)  or by reason of the age and  service  requirements  of
Article II; and (2) those  Employees who incur a Separation  from Service during
the Plan  Year and for the Plan  Year  fail to  complete  more than 500 Hours of
Service or at least 91 consecutive calendar days under the Elapsed Time Method.

For  purposes  of  coverage,  an  Employee  is  benefiting  under  the Plan on a
particular  date if, under  Section  3.04 of the Plan,  he/she is entitled to an
Employer  contribution  or to a Participant  forfeiture  allocation for the Plan
Year.

If this Section  3.06(E)  applies for a Plan Year, the Plan  Administrator  will
suspend the  allocation  conditions  for the  Nonhighly  Compensated  Includible
Employees who are Participants,  beginning first with the Includible Employee(s)
employed by 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 the allocation conditions 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  coverage for the Plan
Year. If two or more Includible  Employees have a Separation from Service on the
same day, the Plan Administrator will suspend the allocation  conditions for all
such Includible Employees, irrespective of whether the Plan can satisfy coverage
by accruing benefits for fewer than all such Includible  Employees.  If the Plan
for any Plan Year suspends the allocation conditions for an Includible Employee,
that  Employee will share in the  allocation  for that Plan Year of the Employer
contribution  and  Participant  forfeitures,  if any,  without regard to whether
he/she has satisfied the allocation conditions of this Section 3.06.

If the Plan includes  Employer  matching  contributions  subject to ACP testing,
this Section  3.06(E)  applies  separately to the Code ss.401(m)  portion of the
Plan.

Part 2. Limitations On Allocations: Sections 3.07 through 3.18

[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,
individual  medical  account  (as  defined  in  Code  ss.415(l)(2)),  simplified
employee pension plan (as defined in Code ss.408(k)) or welfare benefit fund (as
defined in Code ss.419(e)) maintained by the Employer,  which provides an Annual
Addition.]

3.07 ANNUAL ADDITIONS LIMITATION.  The amount of Annual Additions which the Plan
Administrator  may  allocate  under this Plan to a  Participant's  Account for a
Limitation  Year may not exceed the Maximum  Permissible  Amount.  If the Annual
Additions the Plan  Administrator  otherwise  would allocate under the Plan to a
Participant's   Account  would  for  the  Limitation  Year  exceed  the  Maximum
Permissible  Amount, the Plan Administrator will not allocate the Excess Amount,
but will instead take any reasonable,  uniform and nondiscriminatory  action the
Plan Administrator determines necessary to avoid allocation of an Excess Amount.
Such actions  include,  but are not limited to, those  described in this Section
3.07.  If the Plan includes a 401(k)  arrangement,  the Plan  Administrator  may
apply  this  Section  3.07 in a  manner  which  maximizes  the  allocation  to a
Participant of Employer  contributions  (exclusive of the Participant's deferral
contributions).   Notwithstanding   any  contrary  Plan   provision,   the  Plan
Administrator,   for  the  Limitation   Year,   may:  (1)  suspend  or  limit  a
Participant's  additional Employee contributions or deferral contributions;  (2)
notify the  Employer to reduce the  Employer's  future Plan  contribution(s)  as
necessary to avoid  allocation  to a  Participant  of an Excess  Amount;  or (3)
suspend or limit the  allocation to a Participant  of any Employer  contribution
previously  made to the Plan  (exclusive  of deferral  contributions)  or of any
Participant  forfeiture.  If an allocation of Employer contributions  previously
made  (excluding  a  Participant's  deferral  contributions)  or of  Participant
forfeitures  would result in an Excess Amount to a  Participant's  Account,  the
Plan Administrator will allocate 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 Plan  Administrator  will  make this
allocation in accordance with the Plan's allocation method as if the Participant
whose Account  otherwise would receive the Excess Amount, is not eligible for an
allocation of Employer  contributions.  If the Plan Administrator allocates to a
Participant  an Excess  Amount,  Plan  Administrator  must dispose of the Excess
Amount in accordance with Section 3.10 (relating to certain  "reasonable errors"
and  allocation  of  forfeitures)  or, if Section 3.10 does not apply,  the Plan
Administrator will dispose of the Excess Amount under Section 9.12.

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

3.09 DETERMINATION BASED ON ACTUAL COMPENSATION.  As soon as is administratively
feasible  after the end of the  Limitation  Year,  the Plan  Administrator  will
determine the Maximum Permissible Amount for the Limitation Year on the basis of
the Participant's actual Compensation for such Limitation Year.

3.10 DISPOSITION OF ALLOCATED  EXCESS AMOUNT.  If, because of a reasonable error
in estimating a Participant's  actual Limitation Year  Compensation,  because of
the allocation of  forfeitures,  because of a reasonable  error in determining a
Participant's   deferral  contributions  or  because  of  any  other  facts  and
circumstances  the Internal  Revenue Service  ("Revenue  Service")  considers to
constitute  reasonable error, a Participant  receives an allocation of an Excess
Amount for a Limitation Year, the Plan Administrator will dispose of such Excess
Amount as follows:

     (a) The  Plan  Administrator  first  will  return  to the  Participant  any
     Employee  contributions  (adjusted for  earnings) and then any  Participant
     deferral  contributions  (adjusted for earnings) to the extent necessary to
     reduce or eliminate the Excess Amount.

     (b) If,  after the  application  of Paragraph  (a), an Excess  Amount still
     exists and the Plan  covers the  Participant  at the end of the  Limitation
     Year, the Plan  Administrator  then 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, a Participant  who is a Highly  Compensated
     Employee may elect to limit his/her Compensation for allocation purposes to
     the extent  necessary to reduce his/her  allocation for the Limitation Year
     to the Maximum Permissible Amount and to 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, the Plan  Administrator  then will hold the Excess Amount
     unallocated in a suspense account.  The Plan  Administrator  will apply the
     suspense account to reduce Employer Contributions (including the 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).  Amounts held  unallocated  in a suspense
     account will not share in any allocation of Trust Fund net income,  gain or
     loss.

     (d) The Plan Administrator  under Paragraphs (b) or (c) will not distribute
     any Excess Amount(s) to Participants or to former Participants.

[Note: Sections 3.11 through 3.15 apply only to Participants who, in addition to
this Plan,  participate in one or more M&P defined contribution plans (including
Paired Plans), welfare benefit funds (as defined in Code ss.419(e)),  individual
medical  accounts  (as  defined in Code  ss.415(l)(2),  or  simplified  employee
pension  plans (as defined in Code  ss.408(k))  maintained  by the  Employer and
which provide an Annual Addition during the Limitation Year (collectively  "Code
ss.415 aggregated plans").]

3.11 COMBINED PLANS ANNUAL ADDITIONS LIMITATION.  The amount of Annual Additions
which the Plan  Administrator  may allocate  under this Plan to a  Participant's
Account 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 the Code ss.415 aggregated plans. If
the amount the Employer  otherwise would allocate to the  Participant's  Account
under this Plan would  cause the Annual  Additions  for the  Limitation  Year to
exceed this Section 3.11 combined plans limitation, the Employer will reduce the
amount of its allocation to that  Participant's  Account in the manner described
in Section 3.07, so the Annual Additions under all of the Code ss.415 aggregated
plans for the Limitation Year will equal the Maximum  Permissible Amount. If the
Plan Administrator  allocates to a Participant an amount attributed to this Plan
under Section 3.14 which exceeds this Section 3.11  combined  plans  limitation,
the Plan  Administrator  must dispose of the Excess  Amount in  accordance  with
Section  3.15  (relating  to  certain  "reasonable  errors"  and  allocation  of
forfeitures)  or, if Section 3.15 does not apply,  the Plan  Administrator  will
dispose of the Excess Amount under Section 9.12.

3.12 ESTIMATING  COMPENSATION.  Prior to the  determination of the Participant's
actual  Compensation  for  the  Limitation  Year,  the  Plan  Administrator  may
determine  the  Section  3.11  combined  plans  limitation  on the  basis of the
Participant's  estimated annual  Compensation for such Limitation Year. The Plan
Administrator will make this determination on a reasonable and uniform basis for
all Participants  similarly  situated.  The Plan  Administrator  must reduce the
allocation of any Employer contribution (including the allocation of Participant
forfeitures)  based on  estimated  annual  Compensation  by any  Excess  Amounts
carried over from prior years.

3.13 DETERMINATION BASED ON ACTUAL COMPENSATION.  As soon as is administratively
feasible  after the end of the  Limitation  Year,  the Plan  Administrator  will
determine  the  Section  3.11  combined  plans  limitation  on the  basis of the
Participant's actual Compensation for such Limitation Year.

3.14 ORDERING OF ANNUAL ADDITION ALLOCATIONS.  If, because of a reasonable error
in estimating a Participant's  actual Limitation Year  Compensation,  because of
the allocation of  forfeitures,  because of a reasonable  error in determining a
Participant's   deferral  contributions  or  because  of  any  other  facts  and
circumstances  the Revenue Service  considers to constitute  reasonable error, a
Participant's  Annual  Additions under this Plan and the Code ss.415  aggregated
plans result in an Excess Amount, such Excess Amount will consist of the Amounts
last allocated. The Plan Administrator will determine the Amounts last allocated
by treating the Annual Additions  attributable to a simplified  employee pension
as  allocated  first,  followed  by  allocation  to a  welfare  benefit  fund or
individual  medical account,  irrespective of the actual allocation date. If the
Plan Administrator  allocates an Excess Amount to a Participant on an allocation
date of this Plan which  coincides  with an  allocation  date of  another  plan,
unless  the  Employer  specifies  otherwise  in  an  Addendum  to  its  Adoption
Agreement, the Excess Amount attributed to this Plan will equal the product of:

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

     (b) the ratio of (i) the Annual  Additions  allocated to the Participant as
     of such  date for the  Limitation  Year  under  the Plan to (ii) the  total
     Annual  Additions  allocated  to the  Participant  as of such  date for the
     Limitation Year under this Plan and the Code ss.415 aggregated plans.

3.15  DISPOSITION  OF ALLOCATED  EXCESS AMOUNT  ATTRIBUTABLE  TO PLAN.  The Plan
Administrator  will dispose of any  allocated  Excess  Amounts  described in and
attributed  to this Plan under  Section  3.14 as provided in Section 3.10 or, as
applicable under Section 9.12.

[Note:  Section 3.16 applies only to Participants who, in addition to this Plan,
participate in one or more qualified  defined  contribution  plans maintained by
the Employer  during the Limitation  Year, but which are not M&P plans described
in Sections 3.11 through 3.15.]

3.16  OTHER  DEFINED  CONTRIBUTION  PLANS  LIMITATION.  If  a  Participant  is a
participant in another defined contribution plan maintained by the Employer, but
which plan is not an M&P plan  described in Sections 3.11 through 3.15, the Plan
Administrator  must limit the allocation to the Participant of Annual  Additions
under this Plan as provided in Sections  3.11 through  3.15, as though the other
defined  contribution  plan  were an M&P plan,  unless  the  Employer  specifies
otherwise in an Addendum to its Adoption Agreement.

3.17  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
beginning before January 1, 2000, must not exceed 1.0. The 1.0 limitation of the
immediately  preceding  sentence does not apply for Limitation  Years  beginning
after  December  31,  1999,  unless the  Employer in Appendix B to its  Adoption
Agreement  specifies a later effective date. To the extent  necessary to satisfy
the 1.0 limitation,  if the Employer still maintains the defined benefit plan as
an active plan,  the Employer in its  Adoption  Agreement  Appendix B will elect
whether to reduce the  Participant's  projected annual benefit under the defined
benefit  plan  under  which  the  Participant  participates,  or to  reduce  its
contribution  or  allocation  on  behalf  of  the  Participant  to  the  defined
contribution plan(s) under which the Participant  participates.  If the Employer
has frozen or terminated the defined  benefit plan, the Employer will reduce its
contribution  or  allocation  on  behalf  of  the  Participant  to  the  defined
contribution plan(s) under which the Participant participates. The Employer must
provide in  Appendix B to its  Adoption  Agreement  the manner in which the Plan
will satisfy the top-heavy requirements of Code ss.416 after taking into account
the existence (or prior maintenance) of the defined benefit plan.

3.18 DEFINITIONS - ARTICLE III. For purposes of Article III:

     (a) "Annual  Additions" means the sum of the following amounts allocated to
     a   Participant's   Account  for  a  Limitation   Year:  (i)  all  Employer
     contributions  (including  Participant  deferral  contributions);  (ii) all
     forfeitures;   (iii)  all  Employee  contributions;   (iv)  Excess  Amounts
     reapplied to reduce  Employer  contributions  under Section 3.10 or Section
     3.15; (v) amounts allocated after March 31, 1984, to an individual  medical
     account (as defined in Code ss.415(l)(2))  included as part of a pension or
     annuity plan maintained by the Employer; (vi) 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; (vii) amounts allocated under a Simplified Employee Pension Plan;
     and (viii) corrected excess  contributions  described in Code ss.401(k) and
     corrected  excess  aggregate  contributions  described  in Code  ss.401(m).
     Excess deferrals described in Code ss.402(g),  which the Plan Administrator
     corrects by  distribution  by April 15 of the following  calendar year, are
     not Annual Additions.

     (b)  "Compensation"  for purposes of applying the  limitations of Part 2 of
     this Article III, means  Compensation  as defined in Section 1.07,  except,
     for  Limitation  Years  beginning  after  December 31,  1997,  Compensation
     includes Elective  Contributions,  irrespective of whether the Employer has
     elected to include these amounts as Compensation  under Section 1.07 of its
     Adoption  Agreement  and any  exclusion the Employer has elected in Section
     1.07 of the Adoption Agreement does not apply.

     (c)  "Employer"  means the  Employer and any Related  Employer.  Solely for
     purposes of applying  the  limitations  of Part 2 of this  Article III, the
     Plan  Administrator  will  determine  Related  Employer by  modifying  Code
     ss.ss.414(b) and (c) in accordance with Code ss.415(h).

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

     (e) "Limitation  Year" means the period the Employer elects in its Adoption
     Agreement  Section 1.24.  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) "M&P Plan" means a prototype plan the form of which is the subject of a
     favorable  opinion  letter  (or  prior  to  Revenue  Procedure  2000-20,  a
     favorable  notification  or  favorable  opinion  letter)  from the  Revenue
     Service.

     (g) "Maximum  Permissible  Amount" means the lesser of: (i) $30,000 (or, if
     greater, the $30,000 amount as adjusted under Code ss.415(d)),  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 Plan
     Administrator  will  multiply the $30,000 (or  adjusted)  limitation by the
     following fraction:

                  Number of months in the short Limitation Year
                                       12

The 25%  limitation  does not apply to any  contribution  for  medical  benefits
within the meaning of Code ss.401(h) or Code ss.419A(f)(2) which otherwise is an
Annual Addition.

(h) "Defined  contribution  plan" means 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 Plan Administrator 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,  employee  contributions  made  to a  defined  benefit  plan
maintained by the Employer is a separate  defined  contribution  plan.  The Plan
Administrator  also will  treat as a  defined  contribution  plan an  individual
medical account (as defined in Code ss.415(l)(2))  included as part of a defined
benefit  plan  maintained  by the Employer  and, for taxable  years ending after
December 31, 1985, a welfare benefit fund under Code ss.419(e) maintained by the
Employer to the extent there are  post-retirement  medical benefits allocated to
the separate account of a key employee (as defined in Code ss.419A(d)(3)).

(i) "Defined  benefit  plan" means a retirement  plan which does not provide for
individual  accounts  for  Employer  contributions.  All defined  benefit  plans
(whether or not terminated) maintained by the Employer are a single plan.

[Note:  The  definitions  in  Paragraphs  (j),  (k)  and (l)  apply  only if the
limitation described in Section 3.17 applies to the Plan.]

(j) "Defined benefit plan fraction" means the following fraction:

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

To determine the denominator of this fraction,  the Plan Administrator will make
any  adjustment  required  under Code  ss.415(b)  and will  determine  a Year of
Service,  unless the Employer provides  otherwise in an Addendum to its Adoption
Agreement,  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 defined
benefit 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/she  continues  employment until
his/her  normal  retirement  age (or  current  age,  if  later) as stated in the
defined  benefit  plan,  his/her  compensation  continues at the same rate as in
effect in the  Limitation  Year  under  consideration  until the date of his/her
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 defined  benefit
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" means the following fraction:

The sum, as of the close of the Limitation Year, of the Annual Additions for all
Limitation  Years 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  Limitation Year of service with the Employer:  (i) 125%
(subject to the "100%  limitation" in Paragraph (l)) of the dollar limitation in
effect under Code  ss.415(c)(1)(A)  for the Limitation Year (determined  without
regard to the special dollar limitations for employee stock ownership plans), or
(ii) 35% of the Participant's Compensation for the Limitation Year

For purposes of determining  the defined  contribution  plan fraction,  the Plan
Administrator  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 Plan  Administrator  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 3.18. If the sum of
the redetermined  fractions  exceeds 1.0, the Plan  Administrator  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 Plan Administrator 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 Plan as of the
end of the 1986 Limitation Year.

     (l) "100%  limitation" means the limitation in Code ss.416(h) which applies
     if the  plan  is  top-heavy.  If the  100%  limitation  applies,  the  Plan
     Administrator  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 this Plan is a Standardized  Plan, the 100%
     limitation  applies in all Limitation Years,  unless the Employer specifies
     otherwise  in an  Addendum  to its  Adoption  Agreement.  If  the  Employer
     overrides the 100% limitation under a Standardized  Plan, the Employer must
     specify in its  Addendum 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 this 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  specify  in its  Adoption
     Agreement  to  provide   extra   minimum   benefits   which   satisfy  Code
     ss.416(h)(2).

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

4.01  PARTICIPANT  CONTRIBUTIONS.  For purposes of this Article IV,  Participant
contributions  means all  Employee  contributions  described  in  Section  4.02,
deductible  Participant  contributions  described in Section  4.03  ("DECs") and
rollover contributions described Section 4.04.

4.02  EMPLOYEE  CONTRIBUTIONS.  An  Employee  contribution  is  a  nondeductible
contribution  which a  Participant  makes to the Trust as  permitted  under this
Section  4.02.  A deferral  contribution  made by a  Participant  under a 401(k)
arrangement is not an Employee contribution. Employee contributions must satisfy
the  nondiscrimination  requirements  of Code  ss.401(m).  See Section 14.09. An
Employer  must  elect in its  Adoption  Agreement  whether  to  permit  Employee
contributions.  If the Employer  elects to permit  Employee  contributions,  the
Employer  also  must  specify  in  its  Adoption  Agreement  any  conditions  or
limitations which may apply to Employee  contributions.  If the Employer permits
Employee   contributions,   the  Employer  operationally  will  determine  if  a
Participant  will make Employee  contributions  through payroll  deduction or by
other means.

The Employer must elect in its Adoption Agreement whether the Employer will make
matching  contributions  with  respect  to any  Employee  contributions  and any
conditions or limitations which may apply to those matching  contributions.  Any
matching  contribution must satisfy the  nondiscrimination  requirements of Code
ss.401(m). See Section 14.09.

4.03 DECs. A DEC is a deductible Participant contribution made to the Plan for a
taxable year  commencing  prior to 1987. If a  Participant  has made DECs to the
Plan,  the  Plan   Administrator  must  maintain  a  separate  Account  for  the
Participant's DECs as adjusted for earnings,  including DECs which are part of a
rollover contribution described in Section 4.04. The DECs Account is part of the
Participant's  Account  for all  purposes  of the Plan,  except for  purposes of
determining  the top-heavy ratio under Article XII. The Plan  Administrator  may
not  use a  Participant's  DECs  Account  to  purchase  life  insurance  on  the
Participant's behalf.

4.04 ROLLOVER  CONTRIBUTIONS.  A rollover  contribution  is an amount of cash or
property which the Code permits an eligible  Employee or Participant to transfer
directly or  indirectly  to this Plan from  another  qualified  plan. A rollover
contribution  excludes  Employee  contributions,  as adjusted for  earnings.  An
Employer operationally and on a nondiscriminatory  basis, may elect to permit or
not to  permit  rollover  contributions  to this  Plan or may  elect to limit an
eligible   Employee's  right  or  a  Participant's  right  to  make  a  rollover
contribution. If an Employer permits rollover contributions, any Participant (or
as applicable,  any eligible Employee),  with the Employer's written consent and
after filing with the Trustee the form prescribed by the Plan Administrator, may
make  a  rollover  contribution  to  the  Trust.  Before  accepting  a  rollover
contribution,  the Trustee may require a Participant  (or eligible  Employee) to
furnish  satisfactory  evidence  the  proposed  transfer  is in fact a "rollover
contribution"  which the Code  permits an employee to make to a qualified  plan.
The  Trustee,  in  its  sole  discretion,  may  decline  to  accept  a  rollover
contribution of property which could:  (1) generate  unrelated  business taxable
income;  (2) create  difficulty  or undue  expense in  storage,  safekeeping  or
valuation;  or (3) create other  practical  problems  for the Trust.  A rollover
contribution is not an Annual Addition under Part 2 of Article III.

If an  eligible  Employee  makes a rollover  contribution  to the Trust prior to
satisfying the Plan's eligibility conditions, the Plan Administrator and Trustee
must treat the Employee as a limited  Participant  (as  described  in Rev.  Rul.
96-48 or in any successor ruling).  A limited  Participant does not share in the
Plan's allocation of Employer contributions nor Participant  forfeitures and may
not make deferral  contributions if the Plan includes a 401(k) arrangement until
he/she actually becomes a Participant in the Plan. If a limited  Participant has
a  Separation  from Service  prior to becoming a  Participant  in the Plan,  the
Trustee will distribute  his/her  rollover  contributions  Account to him/her in
accordance with Article VI as if it were an Employer contributions Account.

4.05   PARTICIPANT   CONTRIBUTIONS  -  VESTING.   A  Participant's   Participant
contributions Account is, at all times, 100% Vested.

4.06 PARTICIPANT CONTRIBUTIONS - DISTRIBUTION.  Subject to any contrary Employer
election in its Adoption Agreement Appendix A, an Employee,  after attaining age
70 1/2 may  elect to  receive  distribution  prior to  Separation  from  Service
("in-service   distribution")  of  all  or  any  part  of  his/her   Participant
contributions  Account. The Employer in its Adoption Agreement Section 6.01 must
elect  the  additional  in-service  distribution  election  rights,  if  any,  a
Participant has with respect to his/her Participant  contributions  Account. For
purposes of the Employer's  Adoption Agreement  elections  regarding  in-service
distribution   of   Participant   contributions,    a   Participant's   Employee
contributions  also includes DECs. A Participant  will not incur a forfeiture of
any  Account  under the Plan solely as a result of the  distribution  of his/her
Participant  contributions.  The Trustee,  following a Participant's  Separation
from  Service,   will   distribute  to  the  Participant   his/her   Participant
contributions  Account in  accordance  with Article VI in the same manner as the
Trustee distributes the Participant's Employer contributions Account.

4.07   PARTICIPANT   CONTRIBUTIONS  -  INVESTMENT  AND   ACCOUNTING.   The  Plan
Administrator  must maintain a separate  Account in the name of each Participant
to reflect his/her  Participant  contributions  (including,  if applicable,  the
different  types of Participant  contributions),  as adjusted for earnings.  The
Trustee will invest all Participant contributions as part of the Trust Fund.

                                   ARTICLE V
                                     VESTING

5.01  NORMAL/EARLY  RETIREMENT AGE. The Employer in its Adoption  Agreement must
specify the Plan's Normal Retirement Age. An Employer in its Adoption  Agreement
may specify an Early  Retirement  Age. A  Participant's  Account Balance derived
from  Employer  contributions  is 100% Vested upon and after  his/her  attaining
Normal  Retirement  Age  (or  if  applicable,   Early  Retirement  Age)  if  the
Participant is employed by the Employer on or after that date.

5.02  PARTICIPANT  DEATH OR DISABILITY.  Unless the Employer elects otherwise in
its Adoption  Agreement,  a Participant's  Account Balance derived from Employer
contributions is 100% Vested if the  Participant's  Separation from Service is a
result of his/her death or his/her Disability.

5.03 VESTING  SCHEDULE.  Except as provided in Sections 5.01 and 5.02,  for each
Year of Service as described in Section 5.06, a Participant's  Vested percentage
of his/her  Account  Balance  derived  from  Employer  contributions  equals the
percentage  under the vesting  schedule the Employer has elected in its Adoption
Agreement.

For  purposes of Adoption  Agreement  Section  5.03,  "6-year  graded,"  "3-year
cliff," "7-year graded" or "5-year cliff" means an Employee's Vested percentage,
based on each included Year of Service, under the following applicable schedule:

                 6-year graded                        7-year graded
                 0-1 year / 0%                        0-2 years / 0%
                 2 years / 20%                        3 years / 20%
                 3 years / 40%                        4 years / 40%
                 4 years / 60%                        5 years / 60%
                 5 years / 80%                        6 years / 80%
                 6 years / 100%                       7 years / 100%
                 3-year cliff                         5-year cliff
                 0-2 years / 0%                       0-4 years / 0%
                 3 years / 100%                       5 years / 100%

(A)  "Grossed-Up"  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  provisions  of this Section  5.03(A)  apply to the
Participant's  Account Balance. At any relevant time following the distribution,
the Plan Administrator  will determine the Participant's  Vested Account Balance
derived from Employer  contributions  in accordance with 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
Account  Balance  at the  relevant  time 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 Balance.  The Employer,  in an Addendum to its Adoption  Agreement,  may
elect to modify this formula to read as follows:  P(AB + (R x D)) - (R x D). For
purposes  of  this  alternative  formula,  "R"  is  the  ratio  of  "AB"  to the
Participant's Employer-derived Account Balance immediately following the earlier
distribution.

(B) Special Vesting Elections.  The Employer in its Adoption Agreement may elect
other  specified  vesting  provisions  which are consistent with Code ss.411 and
applicable Treasury regulations.

5.04 CASH-OUT  DISTRIBUTIONS TO  PARTIALLY-VESTED  PARTICIPANTS/  RESTORATION OF
FORFEITED  ACCOUNT  BALANCE.  If,  pursuant  to Article  VI, a  partially-Vested
Participant  receives a cash-out  distribution before he/she incurs a Forfeiture
Break in Service,  the  Participant  will incur an immediate  forfeiture  of the
non-Vested   portion  of  his/her  Account   Balance.   If  a   partially-Vested
Participant's Account is entitled to an allocation of Employer  contributions or
Participant  forfeitures for the Plan Year in which he/she otherwise would incur
a forfeiture by reason of a cash-out  distribution,  the Plan Administrator will
apply  the  cash-out  forfeiture  rule  as if the  partially-Vested  Participant
received a cash-out  distribution on the first day of the immediately  following
Plan  Year.  A  partially-Vested  Participant  is  a  Participant  whose  Vested
percentage  determined under Section 5.03 is more than 0% but is less than 100%.
A  cash-out   distribution  is  a  distribution  to  the  Participant   (whether
involuntary  or with  required  consent as  described in Article VI), of his/her
entire Vested Account Balance due to the Participant's Separation from Service.

(A) Forfeiture  Restoration and Conditions for Restoration.  A  partially-Vested
Participant  re-employed by the Employer after receiving a cash-out distribution
of the Vested  percentage of his/her  Account Balance may repay to the Trust the
entire   amount  of  the   cash-out   distribution   attributable   to  Employer
contributions   without  any  adjustment  for  gains  and  losses,   unless  the
Participant no longer has a right to restoration under this Section 5.04(A).  If
a  re-employed  Participant  repays  his/her  cash-out  distribution,  the  Plan
Administrator,  subject to the conditions of this Section 5.04(A),  must restore
the Participant's Account Balance attributable to Employer  contributions to the
same  dollar  amount as the  dollar  amount of  his/her  Account  Balance on the
Accounting Date, or other valuation date,  immediately preceding the date of the
cash-out  distribution,  unadjusted for any gains or losses occurring subsequent
to  that  Accounting   Date,  or  other  valuation  date.   Restoration  of  the
Participant's  Account Balance  includes  restoration of all Protected  Benefits
with respect to that restored  Account  Balance,  in accordance  with applicable
Treasury  regulations.  The Plan  Administrator  will not restore a  re-employed
Participant's Account Balance under this Section 5.04 (A) if:

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

(2) The Participant is not in the Employer's Service on the date the Participant
repays his/her cash-out distribution; or

(3) The Participant has incurred a Forfeiture  Break in Service.  This condition
also applies if the Participant  makes  repayment  within the Plan Year in which
he/she  incurs the  Forfeiture  Break in Service  and that  Forfeiture  Break in
Service  would  result  in  a  complete   forfeiture  of  the  amount  the  Plan
Administrator otherwise would restore.

(B) Time and Method of  Forfeiture  Restoration.  If none of the  conditions  in
Section  5.04(A)  preventing  restoration of the  Participant's  Account Balance
applies,  the Plan Administrator will restore the Participant's  Account Balance
as of the Plan Year Accounting Date coincident with or immediately following the
repayment. To restore the Participant's Account Balance, the Plan Administrator,
to the extent necessary, will allocate to the Participant's Account:

(1) First, the amount, if any, of Participant forfeitures the Plan Administrator
otherwise would 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,  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 Plan  Administrator  to make the required  restoration,  the Employer
must contribute,  without regard to any requirement or condition of Article III,
the additional  amount  necessary to enable the Plan  Administrator  to make the
required  restoration.  If, for a particular  Plan Year, the Plan  Administrator
must restore the Account Balance of more than one re-employed  Participant,  the
Plan  Administrator  will  make the  restoration  allocations  from the  amounts
described in clauses (1), (2) and (3) to each such Participant's  Account in the
same proportion that a Participant's  restored amount for the Plan Year bears to
the  restored  amount  for the  Plan  Year of all  re-employed  Participants.  A
cash-out  restoration  allocation  is not an  Annual  Addition  under  Part 2 of
Article III.

(C) Deemed Cash-out of 0% Vested Participant. Except as the Employer may provide
in an Addendum  to its  Adoption  Agreement,  the deemed  cash-out  rule of this
Section 5.04(C) applies to any 0% Vested Participant.  A "0% Vested Participant"
is a Participant  whose Account Balance derived from Employer  contributions  is
entirely  forfeitable at the time of his/her  Separation  from Service.  If a 0%
Vested  Participant's  Account is not  entitled  to an  allocation  of  Employer
contributions  for the Plan Year in which the  Participant has a Separation from
Service, the Plan Administrator 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 a 0% Vested Participant's  Account is
entitled to an allocation of Employer  contributions or Participant  forfeitures
for the Plan Year in which the Participant  has a Separation  from Service,  the
Plan  Administrator  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/her  Separation from Service.  For purposes of applying
the  restoration  provisions of this Section 5.04, the Plan  Administrator  will
treat  a  reemployed  0%  Vested   Participant  as  repaying   his/her  cash-out
"distribution" on the date of the Participant's re-employment with the Employer.

5.05  ACCOUNTING  FOR  CASH-OUT  REPAYMENT.   As  soon  as  is  administratively
practicable, the Plan Administrator will credit to the Participant's Account the
cash-out amount a Participant has repaid to the Plan. Pending the restoration of
the Participant's  Account Balance, the Plan Administrator under Section 9.08(B)
may  direct the  Trustee  to place the  Participant's  cash-out  repayment  in a
temporary segregated investment Account. Unless the cash-out repayment qualifies
as a Participant rollover  contribution,  the Plan Administrator will direct the
Trustee to repay to the Participant as soon as is administratively  practicable,
the  full  amount  of  the   Participant's   cash-out   repayment  if  the  Plan
Administrator  determines  any 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  determining  a  Participant's
vesting under Section 5.03,  "Year of Service"  means the  12-consecutive  month
vesting  computation period the Employer elects in its Adoption Agreement during
which an Employee completes the number of Hours of Service (not exceeding 1,000)
specified  in the  Adoption  Agreement  or, if the Plan applies the Elapsed Time
Method of crediting Vesting Service,  the vesting  computation  period for which
the Employee  receives credit for a Year of Service under the Service  crediting
rules of  Section  1.15(D).  A Year of  Service  includes  any  Year of  Service
completed prior to the Effective Date of the Plan, except as provided in Section
5.08.

5.07 BREAK IN SERVICE AND FORFEITURE BREAK IN SERVICE - VESTING. For purposes of
this Article V, a Participant  incurs a "Break in Service" if during any vesting
computation  period  he/she does not complete more than 500 Hours of Service or,
if  the  Plan  applies  the  Elapsed  Time  Method  of  crediting  Service,  the
Participant  has a Period of Severance of at least 12  consecutive  months.  If,
pursuant  to  Section  5.06,  the Plan does not  require  more than 500 Hours of
Service to receive credit for a Year of Service, a Participant incurs a Break in
Service in a vesting computation period in which he/she fails to complete a Year
of Service.  A  Participant  incurs a  Forfeiture  Break in Service  when he/she
incurs 5  consecutive  Breaks in  Service.  The Plan does not apply the Break in
Service  (one  year  hold-out)  rule for  vesting  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
pre-Break Years of Service under this Article V.

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  Vested  percentage
     of his/her  Account  Balance  derived  from  Employer  contributions  which
     accrued  for  his/her  benefit  prior to a  Forfeiture  Break in Service or
     receipt of a cash-out distribution, the Plan disregards any Year of Service
     after  the  Participant  first  incurs a  Forfeiture  Break in  Service  or
     receives  a  cash-out  distribution  (except  where the Plan  Administrator
     restores the Participant's Account under Section 5.04(A)).

     (b)  Consistent  with Code  ss.411(a)(4),  any Year of Service the Employer
     elects to exclude under its Adoption Agreement.

5.09 FORFEITURE OCCURS. A Participant's forfeiture of his/her non-Vested Account
Balance 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 Plan  Administrator  determines  the percentage of a  Participant's  Account
Balance  forfeiture,  if any, under this Section 5.09 solely by reference to the
vesting schedule the Employer elected in its Adoption  Agreement.  A Participant
does not forfeit any portion of his/her  Account Balance for any other reason or
cause  except as expressly  provided by this  Section 5.09 or as provided  under
Section 9.11.

5.10 RULE OF PARITY - VESTING.  The Employer may elect in its Adoption Agreement
to apply the  "rule of  parity"  under  Code  ss.411(a)(6)(D)  for  purposes  of
determining  vesting  Years  of  Service.  Under  the rule of  parity,  the Plan
Administrator  excludes  a  Participant's  Years  of  Service  before a Break in
Service if: (a) the number of the  Participant's  consecutive  Breaks in Service
equals or exceeds  5; and (b) the  Participant  is 0% Vested in his/her  Account
Balance derived from Employer contributions at the time he/she has the Breaks in
Service.

5.11 AMENDMENT TO VESTING  SCHEDULE.  The Employer under Section 13.02 may amend
the Plan's vesting schedule(s) under Section 5.03 at any time. However, the Plan
Administrator  will not  apply  the  amended  vesting  schedule  to  reduce  any
Participant's  existing Vested  percentage  (determined on the later of the date
the Employer adopts the amendment,  or the date the amendment becomes effective)
in the  Participant's  existing  and  future  Account  Balance  attributable  to
Employer contributions, to a percentage less than the Vested percentage computed
under the Plan without regard to the amendment.  Furthermore, 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 vesting schedule becomes effective.

If the Employer  amends the Plan's vesting  schedule,  each  Participant  having
completed at least 3 Years of Service (as  described  in Section  5.06) with the
Employer prior to the expiration of the election  period  described  below,  may
irrevocably elect to have the Plan Administrator determine the Vested percentage
of his/her Account Balance without regard to the amendment. The Participant must
file his/her election with the Plan  Administrator  within 60 days of the latest
of: (a) the Employer's adoption of the amendment;  (b) the effective date of the
amendment; or (c) the Participant's receipt of a copy of the amendment. The Plan
Administrator, as soon as practicable, must forward a true copy of any amendment
to the vesting  schedule to each affected  Participant,  together with a written
explanation of the effect of the amendment,  the appropriate form upon which the
Participant  may make an  election  to remain  under the  pre-amendment  vesting
schedule  and  notice  of the time  within  which the  Participant  must make an
election  to remain  under  the  preamendment  vesting  schedule.  The  election
described in this Section  5.11 does not apply to a  Participant  if the amended
vesting  schedule  provides  for  vesting  at  least as rapid at any time as the
vesting schedule in effect prior to the amendment.  For purposes of this Section
5.11, an amendment to the vesting  schedule  includes any Plan  amendment  which
directly or indirectly  affects the  computation  of the Vested  percentage of a
Participant's  Account  Balance.  Furthermore,  any shift in the Plan's  vesting
schedule under Article XII, due to a change in the Plan's top-heavy  status,  is
an amendment to the vesting schedule for purposes of this Section 5.11.

5.12 DEFERRAL  CONTRIBUTIONS  TAKEN INTO ACCOUNT.  If the Plan includes a 401(k)
arrangement,  the vesting rules  described in Article V must take into account a
Participant's  deferral  contributions  for  purposes of  determining:  (1) if a
Participant's  distribution  is of  his/her  entire  Vested  Account  balance as
required for a cash-out  distribution  under Section 5.04;  (2) if a Participant
repays the entire amount of a prior cash-out  distribution so the Participant is
entitled to restoration  under Section  5.04(A);  and (3) if a Participant is 0%
vested under Section 5.04(C) and under Section 5.10.

                                   ARTICLE VI
                                 DISTRIBUTIONS

6.01 TIMING OF DISTRIBUTION.  The Plan  Administrator will direct the Trustee to
commence  distribution of a  Participant's  Vested Account Balance in accordance
with this Section 6.01 upon the  Participant's  Separation  from Service for any
reason, or if the Participant  exercises an in-Service  distribution right under
the Plan.  The  Trustee  may make  Plan  distributions  on any  administratively
practicable date during the Plan Year,  consistent with the Employer's elections
in its Adoption Agreement.

(A) Distribution upon Separation from Service (other than death).

(1)  Participant's  Vested  Account  Balance  not  exceeding  $5,000.  Upon  the
Participant's  Separation from Service for any reason other than death, the Plan
Administrator  (without any requirement of Participant or spousal  consent) will
direct the  Trustee to  distribute  the  Participant's  Vested  Account  Balance
(determined in accordance  with Section  6.01(A)(6))  not exceeding  $5,000 in a
lump sum (without regard to Section 6.04), at the time specified in the Adoption
Agreement,  but in no event later than the 60th day  following  the close of the
Plan Year in which the later of the following  events occur: (a) the Participant
attains Normal Retirement Age; or (b) the Participant Separates from Service.

(2) Participant's  Vested Account Balance exceeds $5,000. Upon the Participant's
Separation from Service for any reason other than death, the Plan Administrator,
subject  to the  Participant's  election  to  postpone  distribution  under this
Section  6.01(A)(2) and the consent  requirements  of Section  6.01(A)(5),  will
direct the Trustee to commence  distribution of the Participant's Vested Account
Balance (determined in accordance with Section 6.01(A)(6))  exceeding $5,000, at
the time  specified in the Adoption  Agreement  and in a form under Section 6.03
elected by the  Participant.  Any  election  under this  Section  6.01(A)(2)  is
subject to the requirements of Section 6.02 and of Section 6.04.

A Participant  eligible to make an election  under this Section  6.01(A)(2)  may
elect to postpone  distribution  beyond the time the Employer has elected in its
Adoption  Agreement,  to any  specified  date  including,  but  not  beyond  the
Participant's  Required  Beginning  Date,  unless the Employer,  in its Adoption
Agreement, specifically limits a Participant's right to postpone distribution of
his/her Account Balance to the later of the date the Participant  attains age 62
or Normal  Retirement  Age. The Plan  Administrator  will reapply the notice and
consent  requirements  of  Section  6.01(A)(4)  and  Section  6.01(A)(5)  to any
distribution  postponed  under  this  Section  6.01(A)(2).  In the  absence of a
Participant's  consent  and  distribution  election  (as  described  in  Section
6.01(A)(5))  or in  the  absence  of  the  Participant's  election  to  postpone
distribution  prior to his/her  annuity  starting date, the Plan  Administrator,
consistent with the Employer's  elections in its Adoption Agreement,  will treat
the  Participant as having elected to postpone  his/her  distribution  until 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  Separates from Service.
At the applicable date, the Plan  Administrator  then will direct the Trustee to
distribute  the  Participant's  Vested  Account  Balance  in a lump sum (or,  if
applicable, the annuity form of distribution required under Section 6.04).

(3)  Disability.  If the  Participant's  Separation  from  Service is because of
his/her  Disability,  the Plan  Administrator will direct the Trustee to pay the
Participant's  Vested Account  Balance in the same manner as if the  Participant
had incurred a Separation from Service without Disability.

(4)  Distribution  notice/annuity  starting  date. At least 30 days and not more
than  90 days  prior  to the  Participant's  annuity  starting  date,  the  Plan
Administrator  must provide a written  notice (or a summary  notice as permitted
under Treasury regulations) to a Participant who is eligible to make an election
under Section 6.01(A)(2)  ("distribution  notice"). The distribution 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
postpone distribution until the applicable date described in Section 6.01(A)(2).
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 but in no event is the "annuity  starting date" earlier than a
Participant's Separation from Service.

(5) Consent  requirements/Participant  distribution election. A Participant must
consent,  in  writing,  following  receipt of the  distribution  notice,  to any
distribution  under this Section 6.01, if at the time of the distribution to the
Participant,  the  Participant's  Vested Account  Balance exceeds $5,000 and the
Participant  has not  attained  the  later of Normal  Retirement  Age or age 62.
Accounts  which are  distributable  prior to the  foregoing  applicable  age are
"immediately  distributable."  Furthermore,  the Participant's  spouse also must
consent,  in writing,  to any distribution,  for which Section 6.04 requires the
spouse's consent. The Participant may reconsider his/her  distribution  election
at  any  time  prior  to  the  annuity  starting  date  and  elect  to  commence
distribution as of any other distribution date permitted under the Plan or under
the Adoption Agreement.  A Participant may elect to receive  distribution at any
administratively  practicable  time which is earlier than 30 days  following the
Participant's  receipt of the  distribution  notice,  by waiving in writing  the
balance of the 30 days.  However, if the requirements of Section 6.04 apply, the
Participant  may not elect to commence  distribution  less than 7 days following
the Participant's  receipt of the distribution  notice. The consent requirements
of this  Section  6.01(A)(5)  do not  apply  with  respect  to  defaulted  loans
described in Section 10.03(E).

(6)  Determination  of Vested  Account  Balance.  For  purposes  of the  consent
requirements  under  this  Article  VI,  the  Plan  Administrator  determines  a
Participant's  Vested  Account  Balance  as of the most  recent  valuation  date
immediately  prior  to  the  distribution  date,  and  takes  into  account  the
Participant's  entire  Account,  including  deferral  contributions.   The  Plan
Administrator  in determining  the  Participant's  Vested Account Balance at the
relevant time, will disregard a Participant's Vested Account Balance existing on
any prior date, except as the Code otherwise may require.

(7) Consent to  cash-out/forfeiture.  If a Participant  is  partially-Vested  in
his/her Account Balance,  a Participant's  election under Section  6.01(A)(2) to
receive distribution prior to the Participant's  incurring a Forfeiture Break in
Service,  must be in the form of a cash-out  distribution  as defined in Section
5.04.

(8) Return to employment. A Participant may not receive a distribution by reason
of Separation from Service, or continue any installment  distribution based on a
prior Separation from Service,  if, prior to the time the Trustee actually makes
the distribution, the Participant returns to employment with the Employer.

(B) Distribution upon Death. In the event of the  Participant's  Separation from
Service on account of death, the Plan Administrator will direct the Trustee,  in
accordance  with this  Section  6.01(B)  and  subject  to  Section  6.02(D),  to
distribute to the  Participant's  Beneficiary the  Participant's  Vested Account
Balance remaining in the Trust at the time of the Participant's  death. The Plan
Administrator,  subject to the requirements of Sections 6.04 and 6.02(D) or to a
Beneficiary's  written  election (if  authorized  by the next  paragraph of this
Section 6.01(B)), must direct the Trustee to distribute or commence distribution
of  the   deceased   Participant's   Vested   Account   Balance,   as   soon  as
administratively practicable following the Participant's death or, if later, the
date on which the Plan  Administrator  receives  notification  of, or  otherwise
confirms,  the Participant's  death. If the Participant's Vested Account Balance
determined in accordance  with Section  6.01(A)(6)  does not exceed $5,000,  the
Trustee  will  distribute  the balance in a lump sum  without  regard to Section
6.04. If the  Participant's  Vested Account Balance exceeds $5,000,  the Trustee
will distribute the balance subject to Section 6.02(D).

If the  Participant's  death  benefit is  payable  in full to the  Participant's
surviving spouse, the surviving spouse may elect distribution at any time and in
any  form  (except  a joint  and  survivor  annuity)  the  Plan  would  permit a
Participant to elect upon Separation from Service.  The  Participant,  on a form
prescribed  by the Plan  Administrator,  may  (subject  to the  requirements  of
Section 6.04) elect the payment  method or the payment term or both,  which will
apply to any Beneficiary,  including his/her surviving spouse. The Participant's
election  may limit any  Beneficiary's  right to increase  the  frequency or the
amount of any  payments.  Any payment term elected by the  Participant  must not
exceed the payment term the Code otherwise would permit the Beneficiary to elect
upon the Participant's death.

(C) In-Service  Distribution.  The Employer must elect in its Adoption Agreement
the  distribution  election  rights,  if any, a Participant has prior to his/her
Separation  from Service  ("in-service  distribution").  Subject to any contrary
Employer  election in Appendix A to its Adoption  Agreement,  a Participant upon
attaining  age 70 1/2,  until he/she  incurs a Separation  from  Service,  has a
continuing  election to receive all or any portion of his/her  Account  Balance,
including Employer contributions and Participant contributions.  If the Employer
elects in its  Adoption  Agreement  additional  in-service  distribution  of any
Employer contribution  (including deferral  contributions),  the Employer in its
Adoption Agreement must specify events or conditions, if any, applicable to such
in-service   distributions.   For  special   requirements   regarding   hardship
distributions,  see Section  6.09.  The Employer also must elect in its Adoption
Agreement the additional  in-service  distribution rights, if any, a Participant
has with respect to Participant  contributions  as defined in Section 4.01. If a
Participant  receives  an  in-service  distribution  as  to  a  partially-Vested
Account, and the Participant has not incurred a Forfeiture Break in Service, the
Plan Administrator will apply the vesting provisions of Section 5.03(A).

A Participant  must make any permitted  in-service  distribution  election under
this  Section  6.01(C)  in  writing  and  on  a  form  prescribed  by  the  Plan
Administrator   which   specifies  the   percentage  or  dollar  amount  of  the
distribution  and the  Participant's  Plan Account  (Employer  contributions  or
Participant  contributions and type) to which the election applies.  If the Plan
permits  in-service  distributions,  a Participant only may elect to receive one
in-service  distribution  per Plan Year under this  Section  6.01(C)  unless the
election form  prescribed by the Plan  Administrator  provides for more frequent
distributions. The Trustee, as directed by the Plan Administrator and subject to
Sections  6.01(A)(4),  6.01(A)(5)  and 6.04,  will  distribute  the  amount(s) a
Participant elects in single sum, as soon as administratively  practicable after
the Participant  files his/her  in-service  distribution  election with the Plan
Administrator.  The Trustee will distribute the Participant's  remaining Account
Balance in accordance with the other provisions of this Article VI.

The Trustee,  prior to a Participant's  Normal  Retirement Age or Disability may
not make any in-service  distribution to the Participant with respect to his/her
Account Balance  attributable  to assets  (including  post-transfer  earnings on
those assets) and liabilities transferred, within the meaning of Code ss.414(l),
to a profit  sharing  plan from a money  purchase  pension plan or from a target
benefit plan  qualified  under Code  ss.401(a)  (other than any portion of those
assets and liabilities attributable to Employee contributions).

6.02 REQUIRED MINIMUM DISTRIBUTIONS.

(A) Priority of Required Minimum  Distribution.  If any distribution  under this
Article VI (by Plan provision or by Participant election or nonelection),  would
commence later than the Participant's  required beginning date ("RBD"), the Plan
Administrator  instead  must  direct  the  Trustee to make  distribution  on the
Participant's  RBD,  subject only to the TEFRA  election,  if applicable,  under
Section  6.11.  The Employer in its Adoption  Agreement  Appendix B may elect to
apply a special  effective date to the RBD definition or may elect in Appendix A
to  continue to apply the RBD  definition  in effect  prior to 1997  ("pre-SBJPA
RBD").  The  Employer  in its  Adoption  Agreement  also may  elect  to  require
distribution earlier than the RBD.

(1) RBD - more than 5% owner. A  Participant's  RBD is the April 1 following the
close of the calendar  year in which the  Participant  attains age 70 1/2 if the
Participant  is a more than 5% owner (as defined in Code ss.416) with respect to
the Plan Year ending in that calendar  year. If a Participant  is a more than 5%
owner at the  close of the  relevant  calendar  year,  the  Participant  may not
discontinue  required minimum  distributions  notwithstanding  the Participant's
subsequent change in ownership status.

(2) RBD - non 5% owners. If the Participant is not a more than 5% owner, his/her
RBD is the  April 1  following  the  close of the  calendar  year in  which  the
Participant incurs a Separation from Service or, if later, the April 1 following
the close of the calendar year in which the Participant attains age 70 1/2. If a
Participant is not a more than 5% owner,  his/her  pre-SBJPA RBD (if applicable)
is April 1 following  the close of the  calendar  year in which the  Participant
attains age 70 1/2.

(3) Form of distribution.  The Trustee will make a required minimum distribution
at the Participant's  RBD in a lump sum (or, if applicable,  the 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.

(B) Participant Transitional Elections.

(1) Election to discontinue distributions.  A Participant who: (a) is not a more
than 5% owner;  (b) had  attained  age 70 1/2 prior to 1997;  (c) had  commenced
prior to 1997 required minimum  distributions  under the pre- SBJPA RBD; and (d)
has not  incurred a  Separation  from  Service,  has a  continuing  election  to
discontinue  receiving  distributions  from  the  Plan  (which  previously  were
required  minimum  distributions  under the Plan).  A  Participant  who makes an
election under this Section  6.02(B)(1)  must  establish a new annuity  starting
date when he/she recommences  payment of his/her Account Balance under the Plan.
A married  Participant  who is  subject  to  Section  6.04 must  obtain  spousal
consent: (a) to discontinue his/her  distributions under this Section 6.04(B)(1)
if  distributions  are in QJSA form;  and (b) to  recommence  benefits in a form
other than a QJSA. A  Participant  may not make any election  under this Section
6.02(B)(1) which is inconsistent  with any QDRO applicable to the  Participant's
Account.

(2) Election to postpone  distributions.  A  Participant  who: (a) is not a more
than 5% owner;  and (b)  attained  age 70 1/2 after 1996 (or who attained age 70
1/2 in 1996, but who had not commenced his/her required minimum distributions in
1996) may elect  under this  Section  6.02(B)(2)  to  postpone  distribution  of
required minimum  distributions  until the  Participant's  RBD established under
Section  6.02(A).  If the Participant  attained age 70 1/2 in 1996,  he/she must
have elected under this Section 6.02(B)(2) to postpone distributions by December
31, 1997. If the  Participant  attained age 70 1/2 after 1996,  he/she must make
the election to postpone  distribution  under this Section  6.01(B)(2) not later
than April 1 of the calendar year  following  the year in which the  Participant
attains age 70 1/2.

(3) Election  requirements.  All  Participant  elections made under this Section
6.01(B) are subject to and must be consistent  with the Employer's RBD elections
in its  Adoption  Agreement  Appendices  A and B. A  Participant  makes  his/her
election under this Section  6.02(B) in writing on a form prescribed by the Plan
Administrator.

(C) Minimum Distribution  Requirements for Participants.  The Plan Administrator
may not direct the  Trustee  to  distribute  the  Participant's  Vested  Account
Balance,  nor may the Participant elect to have the Trustee  distribute  his/her
Vested Account Balance, under a method of payment which, as of the Participant's
RBD,  does  not  satisfy  the  minimum  distribution   requirements  under  Code
ss.401(a)(9) and the applicable Treasury regulations.

(1) Calculation of amount. The required minimum distribution for a calendar year
("distribution  calendar year") equals the Participant's  Vested Account Balance
as of the latest  valuation  date  preceding the  beginning of the  distribution
calendar year (such  valuation date being within the "valuation  calendar year")
divided by the  Participant's  life expectancy or, if applicable,  the joint and
last survivor  expectancy of the Participant and his/her designated  Beneficiary
(as  determined  under  Article  VIII,  subject  to  the  requirements  of  Code
ss.401(a)(9)).  The Plan  Administrator  will increase the Participant's  Vested
Account Balance, 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, any portion of the required minimum distribution for
the first  distribution  calendar  year  made  after the close of that year is a
distribution occurring in that first distribution calendar year.

(2)  Recalculation.  In  computing  a required  minimum  distribution,  the Plan
Administrator  must use the unisex life expectancy  multiples under Treas.  Reg.
ss.1.72-9. The Plan Administrator,  only upon the Participant's timely election,
will compute the required minimum distribution for a distribution  calendar year
subsequent   to  the  first   distribution   calendar   year  by   redetermining
("recalculation"  of) the Participant's life expectancy or the Participant's and
spouse designated Beneficiary's life expectancies as elected.  However, the Plan
Administrator 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.  A  Participant  must elect  recalculation  under this Section
6.02(C)(2) in writing and on a form the Plan Administrator prescribes, not later
than the Participant's RBD.

(3) Minimum distribution  incidental benefit (MDIB). If the Participant's spouse
is not his/her  designated  Beneficiary,  a method of payment to the Participant
(whether  by  Participant  election  or by Plan  Administrator  direction)  must
satisfy the MDIB requirement under Code  ss.401(a)(9) for distributions  made on
or after the Participant's  RBD and before the  Participant's  death. To satisfy
the MDIB  requirement,  the Plan  Administrator  will compute the  Participant's
required  minimum  distribution 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 Plan  Administrator  will compute the
minimum  distribution  required  by Section  6.02(D)  solely on the basis of the
applicable life expectancy factor and will disregard the MDIB factor.

(4)  Payment  due  date.  The  required  minimum   distribution  for  the  first
distribution calendar year is due by the Participant's RBD. The required minimum
distribution  for each  subsequent  distribution  calendar  year,  including the
calendar year in which the  Participant's  RBD occurs,  is due by December 31 of
that year.

(5)  Nontransferable  annuity. If the Participant  receives  distribution in the
form of a  Nontransferable  Annuity,  the  distribution  satisfies  this Section
6.02(C) if the contract complies with the requirements of Code ss.401(a)(9).

(D)  Minimum  Distribution   Requirements  for  Beneficiaries.   The  method  of
distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9).

(1) Death after RBD. If the  Participant's  death occurs  after  his/her RBD (or
earlier,  if the  Participant had commenced an irrevocable  annuity  pursuant to
Section 6.04), the Trustee must distribute the  Participant's  remaining benefit
to the  Beneficiary  at least as  rapidly  as under the method in effect for the
Participant,  determined  without  regard to the MDIB  requirements  of  Section
6.02(C)(3).

(2) Death prior to RBD. If the  Participant's  death occurs prior to his/her RBD
(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:  (a) 5 years after the date of the Participant's death; or (b) if
the Beneficiary is a designated Beneficiary,  the designated  Beneficiary's life
expectancy.  A  designated  Beneficiary  is  a  Beneficiary  designated  by  the
Participant  or determined  under Section 8.02. The Plan  Administrator  may not
direct  payment  of the  Participant's  Vested  Account  Balance  over a  period
described  in clause  (b)  unless  the  Trustee  will  commence  payment  to the
designated  Beneficiary no later than the December 31 following the close of the
calendar year in which the  Participant's  death occurred or, if later,  and the
designated Beneficiary is the Participant's surviving spouse, December 31 of the
calendar year in which the Participant would have attained age 70 1/2.

If the Trustee  will make  distribution  in  accordance  with clause (b) of this
Section 6.02(D)(2),  the minimum  distribution for a distribution  calendar year
equals the Participant's  Vested Account Balance as of the latest valuation date
preceding  the  beginning  of the  distribution  calendar  year  divided  by the
designated  Beneficiary's  life expectancy.  The Plan Administrator must use the
unisex life  expectancy  multiples under Treas.  Reg.  ss.1.72-9 for purposes of
applying this Section 6.02(D).

(3) Recalculation. The Plan Administrator,  only upon the Participant's election
(under Section  6.02(C)(2)) or the  Participant's  surviving  spouse  designated
Beneficiary's   election,   will   recalculate   the  life   expectancy  of  the
Participant's  surviving spouse not more frequently than annually.  However, the
Plan  Administrator  may not  recalculate  the life  expectancy  of a  nonspouse
designated  Beneficiary  after the Trustee  commences  payment to the designated
Beneficiary.  The Plan Administrator will apply this Section 6.02(D) by treating
any  amount  paid to the  Participant's  child,  which  becomes  payable  to the
Participant's  surviving spouse upon the child's  attaining the age of majority,
as paid to the  Participant's  surviving  spouse. A surviving spouse  designated
Beneficiary must elect  recalculation under this ss.6.02(D)(3) in writing and on
a form the Plan  Administrator  prescribes  not  later  than the last day of the
spouse's first distribution year.

(4)  Beneficiary  election.  If the  Participant  under Section  6.01(B) had not
elected the payment method or payment term, the  Participant's  Beneficiary must
elect the method of  distribution  no later than the date  specified  above upon
which  the  Trustee  must  commence  distribution  to  the  Beneficiary.  If the
Beneficiary fails to elect timely a distribution  method, the Plan Administrator
must commence  distribution  within the time required for a Participant who dies
without a designated Beneficiary.

(E) Model  Amendment.  The employer in Appendix B to its Adoption  Agreement may
elect to apply the following IRS Model Amendment:

With respect to distributions under the Plan made on or after the effective date
the Employer  specifies in Appendix B to its  Adoption  Agreement,  for calendar
years  beginning  on or after  January 1, 2001,  the Plan will apply the minimum
distribution  requirements of section  401(a)(9) of the Internal Revenue Code in
accordance  with the regulations  under section  401(a)(9) that were proposed on
January  17,  2001,  (the  "2001  Proposed  Regulations"),  notwithstanding  any
provision of the Plan to the contrary.  If the total amount of required  minimum
distributions  made to a Participant  for 2001 prior to the Appendix B effective
date are equal to or greater than the amount of required  minimum  distributions
determined under the 2001 Proposed Regulations, then no additional distributions
are required for such  Participant  for 2001 on or after such date. If the total
amount of required minimum distributions made to a Participant for 2001 prior to
the Appendix B effective date are less than the amount determined under the 2001
Proposed Regulations, then the amount of required minimum distributions for 2001
on or after such date will be  determined  so that the total  amount of required
minimum  distributions for 2001 is the amount determined under the 2001 Proposed
Regulations.  This  amendment  shall  continue in effect until the last calendar
year  beginning  before the effective  date of final  regulations  under section
401(a)(9)  or  such  other  date as may be  published  by the  Internal  Revenue
Service.

6.03 METHOD OF  DISTRIBUTION.  Subject to any contrary  requirements  imposed by
Sections 6.01 (including 6.01(C) regarding  in-service  distributions),  6.02 or
6.04, a Participant or a 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/her
designated  Beneficiary.  The Employer  may elect in its  Adoption  Agreement to
modify  the  methods of  payment  available  under  this  Section  6.03.  If the
Employer's  Plan is a restated Plan, the Employer in its Adoption  Agreement and
in accordance with Treas.  Reg.  ss.1.411(d)-4,  may elect to eliminate from the
prior Plan certain Protected Benefits.  If the Employer elects or is required to
provide an annuity, the annuity must: (1) be a Nontransferable  Annuity; and (2)
otherwise comply with the Plan terms.

The distribution options permitted under this Section 6.03 are available only if
the   Participant's   Vested  Account  Balance,   as  determined  under  Section
6.01(A)(6),  exceeds  $5,000.  To  facilitate  installment  payments  under this
Article VI, the Plan Administrator  under Section 9.08(B) may direct the Trustee
to  segregate  all or  any  part  of  the  Participant's  Account  Balance  in a
segregated   investment  Account.   Under  an  installment   distribution,   the
Participant or the Beneficiary, at any time, may elect to accelerate the payment
of all, or any portion, of the Participant's unpaid Vested Account Balance.

Pending final accounting for a valuation date, the Plan Administrator may make a
partial distribution to a Participant who has incurred a Separation from Service
or to a Beneficiary.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING SPOUSES.

(A) Qualified Joint and Survivor  Annuity (QJSA).  The Plan  Administrator  must
direct the Trustee to  distribute  a married or unmarried  Participant's  Vested
Account Balance in the form of a QJSA, unless the Participant, and spouse if the
Participant is married,  waive the QJSA in accordance  with Section 6.05. If, as
of  the  annuity  starting  date,  the  Participant  is  married  (even  if  the
Participant  has not been married  throughout  the one year period ending on the
annuity starting date), a QJSA is an immediate annuity which is purchasable with
the  Participant's  Vested Account Balance 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 QJSA  is an  immediate  life  annuity  for  the
Participant which is purchasable with the Participant's  Vested Account Balance.
A life annuity means an annuity  payable in equal  installments  for the life of
the Participant that terminates upon the Participant's death.

(B) Qualified  Preretirement  Survivor Annuity (QPSA). If a married  Participant
dies prior to his/her annuity starting date, the Plan  Administrator will direct
the Trustee to distribute a portion of the Participant's  Vested Account Balance
to the  Participant's  surviving spouse in the form of a QPSA,  unless:  (1) the
Participant  has a valid  waiver  election  (as  described  in Section  6.06) in
effect;  or (2) the Participant  and his/her spouse were not married  throughout
the one year period ending on the date of the Participant's  death. The Employer
in an Addendum to its Adoption  Agreement may elect not to apply the one year of
marriage  requirement  in clause (2). A QPSA is an annuity which is  purchasable
with 50% of the Participant's  Vested Account Balance (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  QPSA is  attributable  to
Employer  contributions and to Participant  contributions in the same proportion
as  the   Participant's   Vested  Account   Balance  is  attributable  to  those
contributions.  The  portion of the  Participant's  Vested  Account  Balance not
payable as a QPSA is payable to the  Participant's  Beneficiary,  in  accordance
with the remaining provisions of this Article VI.

(C) Surviving  Spouse  Elections.  If the  Participant's  Vested Account Balance
which  the  Trustee  would  apply to  purchase  the  QPSA  exceeds  $5,000,  the
Participant's surviving spouse may elect to have the Trustee commence payment of
the QPSA 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  6.03,  in lieu of the
QPSA.  In  the  absence  of an  election  by  the  surviving  spouse,  the  Plan
Administrator  must direct the Trustee to  distribute  the QPSA on the  earliest
administratively  practicable date following the close of the Plan Year in which
the latest of the following events occurs: (1) the Participant's  death; (2) the
date the Plan Administrator  receives  notification of or otherwise confirms the
Participant's  death;  (3) the date the  Participant  would have attained Normal
Retirement Age; or (4) the date the Participant would have attained age 62.

(D) Effect of Waiver.  If the  Participant has in effect a valid waiver election
regarding the QJSA or the QPSA, the Plan  Administrator  must direct the Trustee
to distribute  the  Participant's  Vested  Account  Balance in  accordance  with
Sections 6.01, 6.02 and 6.03.

(E) Loan Offset.  The Plan  Administrator  will reduce the Participant's  Vested
Account  Balance  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  Vested  Account  Balance
distributable  in the form of a QJSA or QPSA,  provided the loan  satisfied  the
spousal consent requirement described in Section 10.03(E).

(F) Effect of QDRO.  For purposes of applying  this Article VI, a former  spouse
(in lieu of the  Participant's  current spouse) is the  Participant's  spouse or
surviving  spouse to the extent provided under a QDRO 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 Vested Account Balance subject to
a QDRO and to the  portion  of the  Participant's  Vested  Account  Balance  not
subject to the QDRO.

(G) Vested Account Balance Not Exceeding $5,000.  The Trustee must distribute in
a lump sum, a Participant's  Vested Account Balance which the Trustee  otherwise
under  Section  6.04 would  apply to provide a QJSA or QPSA  benefit,  where the
Participant's  Vested Account Balance  determined under Section  6.01(A)(6) does
not exceed $5,000.

(H) Profit  Sharing Plan  Exception.  If this Plan is a profit sharing plan, the
Employer in its Adoption  Agreement must elect the extent to which the preceding
provisions  of Section  6.04 apply.  The  Employer  may elect to exempt from the
provisions of Section 6.04, all Participants ("Exempt  Participants") except the
following  Participants to whom Section 6.04 must be applied:  (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  13.07;  (2) a Participant  who elects a life annuity  distribution  (if
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 without regard to the limitations of this Section 6.04(H). Sections
6.05 and 6.06 only apply to  Participants to whom the provisions of this Section
6.04 apply.

6.05 WAIVER  ELECTION - QJSA.  At least 30 days and not more than 90 days before
the Participant's annuity starting date, the Plan Administrator must provide the
Participant a written  explanation  of the terms and conditions of the QJSA, the
Participant's  right to make,  and the effect of, an  election to waive the QJSA
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  ("QJSA  notice").  The Plan  does not  limit  the  number of times the
Participant  may  revoke a waiver of the QJSA or make a new  waiver  during  the
election  period.  The Participant  (and his/her  spouse,  if the Participant is
married),  may revoke an election to receive a particular form of benefit at any
time until the annuity starting date.

A married  Participant's  QJSA  waiver  election  is not valid  unless:  (a) the
Participant's  spouse (to whom the survivor  annuity is payable under the QJSA),
after the Participant has received the QJSA notice,  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/her
representative)  witnesses the spouse's consent;  (b) the spouse consents to the
alternative  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 QJSA is irrevocable,  unless the Participant
revokes the waiver  election.  The spouse may  execute a blanket  consent to the
Participant's  future payment form election or Beneficiary  designation,  if the
spouse acknowledges the right to limit his/her consent to a specific designation
but, in writing, waives that right.

The Plan  Administrator  will accept as valid a waiver  election  which does not
satisfy the spousal consent  requirements if the Plan Administrator  establishes
the Participant  does not have a spouse,  the Plan  Administrator is not able to
locate the  Participant's  spouse,  the Participant is legally  separated or has
been abandoned  (within the meaning of applicable 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 spousal  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 - QPSA.  The Plan  Administrator  must  provide a written
explanation of the QPSA to each married Participant ("QPSA notice"),  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
Section  6.04  of the  Plan  becomes  applicable  to the  Participant;  or (4) a
reasonable  period after the Plan 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 Plan  Administrator  must
provide the QPSA notice  within the period  beginning one year before and ending
one year after the Separation from Service. The QPSA notice must describe,  in a
manner  consistent  with Treasury  regulations,  the terms and conditions of the
QPSA and of the waiver of the QPSA, comparable to the QJSA notice required under
Section 6.05.  The Plan does not limit the number of times the  Participant  may
revoke a waiver of the QPSA or make a new waiver during the election period. The
election  period  for  waiver of the QPSA ends on the date of the  Participant's
death.

A Participant's  QPSA waiver  election is not valid unless:  (a) the Participant
makes the waiver election after the Participant has received the QPSA notice and
no earlier than the first day of the Plan Year in which  he/she  attains age 35;
and (b) the Participant's  spouse (to whom the QPSA is payable)  satisfies or is
excused from the consent  requirements as 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 QPSA is  irrevocable,
unless the Participant revokes the waiver election.  The spouse also may execute
a blanket  consent as described  in Section  6.05.  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/she  attains age 35,
the  Plan   Administrator   will  accept  a  waiver  election  as  respects  the
Participant's  Account Balance  attributable to his/her Service prior to his/her
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 Plan
Administrator  will accept that election as valid,  but only until the first day
of the Plan Year in which the Participant attains age 35.

6.07   DISTRIBUTIONS   UNDER  QUALIFIED   DOMESTIC   RELATIONS   ORDERS  (QDRO).
Notwithstanding  any other  provision of this Plan,  the Trustee,  in accordance
with the direction of the Plan Administrator, must comply with the provisions of
a QDRO, as defined in Code ss.414(p),  which is issued with respect to the Plan.
This Plan specifically  permits  distribution to an alternate payee under a QDRO
at any time,  irrespective  of whether  the  Participant  has  attained  his/her
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  QDRO  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 $5,000,  and the
QDRO requires,  the alternate payee consents to any distribution occurring prior
to the  Participant's  attainment of earliest  retirement  age.  Nothing in this
Section 6.07 gives a Participant a right to receive  distribution  at a time the
Plan  otherwise  does not permit nor does Section 6.07  authorize  the alternate
payee to receive a form of payment the Plan does not permit.

The Plan  Administrator  must establish  reasonable  procedures to determine the
qualified  status of a  domestic  relations  order.  Upon  receiving  a domestic
relations order, the Plan Administrator 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 Plan Administrator must determine the qualified status of the order and must
notify  the  Participant  and each  alternate  payee,  in  writing,  of the Plan
Administrator's determination.  The Plan Administrator 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 DOL regulations.

If any portion of the Participant's  Vested Account Balance is payable under the
domestic  relations order during the period the Plan Administrator is making its
determination of the qualified status of the domestic  relations order, the Plan
Administrator must maintain a separate accounting of the amounts payable. If the
Plan  Administrator  determines the order is a QDRO within 18 months of the date
amounts first are payable following receipt of the domestic relations order, the
Plan  Administrator will direct the Trustee to distribute the payable amounts in
accordance  with  the  QDRO.  If  the  Plan  Administrator  does  not  make  its
determination  of  the  qualified  status  of  the  order  within  the  18-month
determination  period,  the  Plan  Administrator  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  Plan
Administrator later determines the order is a QDRO.

To the extent it is not  inconsistent  with the provisions of the QDRO, the Plan
Administrator under Section 9.08(B) may direct the Trustee to segregate the QDRO
amount in a segregated investment account. The Trustee will make any payments or
distributions  required  under this Section 6.07 by separate  benefit  checks or
other separate distribution to the alternate payee(s).

6.08  DEFAULTED  LOAN - TIMING OF  OFFSET.  If a  Participant  or a  Beneficiary
defaults on a Plan loan, the Plan Administrator will determine the timing of the
reduction  (offset) of the  Participant's  Vested Account  Balance in accordance
with this Section 6.08 and the Plan  Administrator's  loan policy. If, under the
loan policy a loan default  also is a  distributable  event under the Plan,  the
Trustee, at the time of the loan default,  will offset the Participant's  Vested
Account  Balance  by the  lesser of the  amount in  default  (including  accrued
interest) or the Plan's security interest in that Vested Account Balance. If the
loan is from a money purchase pension plan or from a target benefit plan and the
loan default is a  distributable  event under the loan policy,  the Trustee will
offset the Participant's  Account Balance in the manner described above, only if
the  Participant  has incurred a Separation  from Service or has attained Normal
Retirement  Age.  If the loan is under a 401(k)  arrangement,  to the extent the
loan  is  attributable  to the  Participant's  deferral  contributions  Account,
qualified matching  contributions Account,  qualified nonelective  contributions
Account or safe harbor  contributions  Account,  the Trustee will not offset the
Participant's  Vested  Account  Balance  unless the  Participant  has incurred a
Separation from Service or unless the Participant has attained age 59 1/2.

6.09 HARDSHIP  DISTRIBUTION.  For purposes of this Plan,  unless the Employer in
its Adoption Agreement Section 6.01 elects otherwise, a hardship distribution is
a  distribution  on account of one or more of the following  immediate and heavy
financial  needs:  (1)  expenses for 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) costs
directly related to the purchase  (excluding  mortgage  payments) of a principal
residence of the Participant;  (3) payment of  post-secondary  education tuition
and related  educational fees (including room and board),  for the next 12-month
period,  for the Participant,  for the  Participant's  spouse, or for any of the
Participant's  dependents (as defined in Code ss.152); (4) payments necessary to
prevent the eviction of the Participant from his/her principal  residence or the
foreclosure on the mortgage of the Participant's principal residence; or (5) any
need the  Revenue  Service  prescribes  in a  revenue  ruling,  notice  or other
document of general  applicability which satisfies the safe harbor definition of
hardship under Treas. Reg. ss.1.401(k)-1(d)(2)(iv)(A). See Section 14.11(A) if a
hardship  distribution is from a Participant's  elective  deferral  Account in a
401(k)  arrangement.  The  Employer in its Adoption  Agreement  Section 6.01 may
elect to apply Section 14.11(A) to all Plan hardship distributions.  If the Plan
permits  a  hardship  distribution  from more than one  Account  type,  the Plan
Administrator   may   determine  any  ordering  of  a   Participant's   hardship
distribution from the hardship distribution eligible Accounts.

6.10 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.

(A) Participant  Election.  A Participant  (including for this purpose, a former
Employee)  may  elect,  at the time  and in the  manner  prescribed  by the Plan
Administrator,  to have any portion of his/her  eligible  rollover  distribution
from the Plan paid  directly to an eligible  retirement  plan  specified  by the
Participant in a direct rollover election.  For purposes of this Section 6.10, a
Participant includes as to their respective interests, a Participant's surviving
spouse and the  Participant's  spouse or former spouse who is an alternate payee
under a QDRO.

(B) Rollover and Withholding  Notice. At least 30 days and not more than 90 days
prior to the Trustee's  distribution of an eligible rollover  distribution,  the
Plan  Administrator must provide a written notice (including a summary notice as
permitted under applicable Treasury  regulations)  explaining to the distributee
the rollover option,  the applicability of mandatory 20% federal  withholding to
any amount not directly  rolled  over,  and the  recipient's  right to roll over
within  60  days  after  the  date of  receipt  of the  distribution  ("rollover
notice"). If applicable,  the rollover notice also must explain the availability
of  income  averaging  and  the  exclusion  of net  unrealized  appreciation.  A
recipient of an eligible rollover  distribution  (whether he/she elects a direct
rollover  or elects to  receive  the  distribution),  also may elect to  receive
distribution at any  administratively  practicable time which is earlier than 30
days (but not less than 7 days if Section 6.04 applies) following receipt of the
rollover notice.

(C) Default rollover.  The Plan Administrator,  in the case of a Participant who
does not respond timely to the notice described in Section  6.10(B),  may make a
direct  rollover of the  Participant's  Account (as described in Revenue  Ruling
2000-36 or in any successor  guidance) in lieu of distributing the Participant's
Account.

(D) Definitions. The following definitions apply to this Section 6.10:

(1) Eligible rollover  distribution.  An eligible  rollover  distribution is any
distribution  of  all or  any  portion  of the  balance  to  the  credit  of the
Participant,  except an eligible rollover distribution does not include: (a) any
distribution  which is one of a series of substantially  equal periodic payments
(not less  frequently  than annually) made for the life (or life  expectancy) of
the  Participant  or  the  joint  lives  (or  joint  life  expectancies)  of the
Participant and the  Participant's  designated  beneficiary,  or for a specified
period  of ten  years  or  more;  (b) any  Code  ss.401(a)(9)  required  minimum
distribution;  (c) the portion of any  distribution  which is not  includible in
gross income  (determined  without  regard to the  exclusion  of net  unrealized
appreciation with respect to employer securities); (d) any hardship distribution
made after  December  31,  1998,  from a  Participant's  deferral  contributions
Account (except where the Participant also satisfies a non-hardship distribution
event described in Section  14.03(d));  and (e) any distribution which otherwise
would be an eligible rollover distribution, but where the total distributions to
the  Participant  during that calendar year are  reasonably  expected to be less
than $200.

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

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

6.11 TEFRA ELECTIONS.  Notwithstanding the provisions of Sections 6.01, 6.02 and
6.03,  if  the  Participant  (or  Beneficiary)  signed  a  written  distribution
designation prior to January 1, 1984,  ("TEFRA election") the Plan Administrator
must direct the Trustee to distribute the  Participant's  Vested Account Balance
in accordance  with that  election,  subject  however,  to the survivor  annuity
requirements,  if applicable, of Sections 6.04, 6.05 and 6.06. This Section 6.11
does not apply to a TEFRA election,  and the Plan  Administrator will not comply
with that election,  if any of the following applies:  (1) the elected method of
distribution  would have  disqualified  the Plan under Code  ss.401(a)(9)  as in
effect on December 31, 1983; (2) the Participant did not have an Account Balance
as of December 31, 1983;  (3) the election  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 distribution payment period; or, (5)
the Participant (or Beneficiary)  modifies or revokes the election. In the event
of a revocation,  the Trustee 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 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 if the
distribution  designation had not been in effect.  The Plan  Administrator  will
apply this Section 6.11 to rollovers and transfers in accordance  with Part J of
the Code ss.401(a)(9) Treasury regulations.

                                  ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

7.01  INFORMATION  TO PLAN  ADMINISTRATOR.  The  Employer  must  supply  current
information to the Plan  Administrator  as to the name,  date of birth,  date of
employment,  Compensation,  leaves  of  absence,  Years of  Service  and date of
Separation  from  Service of each  Employee  who is, or who will be  eligible to
become, a Participant under the Plan,  together with any other information which
the Plan Administrator  considers necessary to administer properly the Plan. The
Employer's  records as to the current  information the Employer furnishes to the
Plan Administrator are conclusive as to all persons.

7.02 NO RESPONSIBILITY FOR OTHERS.  Except as required under ERISA, the Employer
has no responsibility or obligation under the Plan to Employees, Participants or
Beneficiaries  for any act (unless the Employer also serves in such  capacities)
required of the Plan Administrator,  the Trustee, the Custodian, or of any other
service provider to the Plan.

7.03 INDEMNITY OF CERTAIN FIDUCIARIES.  The Employer will indemnify,  defend and
hold harmless the Plan Administrator from and against any and all loss resulting
from liability to which the Plan Administrator may be subjected by reason of any
act or omission (except willful  misconduct or gross negligence) in its official
capacities  in the  administration  of this  Trust  or Plan or  both,  including
attorneys'  fees  and  all  other  expenses  reasonably  incurred  in  the  Plan
Administrator's defense, in case the Employer fails to provide such defense. The
indemnification  provisions  of  this  Section  7.03  do not  relieve  the  Plan
Administrator from any liability the Plan Administrator may have under ERISA for
breach of a fiduciary duty. Furthermore, the Plan Administrator and the Employer
may  execute  a  written  agreement  further   delineating  the  indemnification
agreement of this Section 7.03,  provided the  agreement is consistent  with and
does not violate  ERISA.  The  indemnification  provisions  of this Section 7.03
extend to any  Trustee,  third  party  administrator,  Custodian  or other  Plan
service provider solely to the extent provided by a written  agreement  executed
by such persons and the Employer.

7.04 EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the right to direct the
Trustee with respect to the investment and  re-investment  of assets  comprising
the Trust  Fund only if and to the  extent the  Trustee  consents  in writing to
permit such direction.

7.05 EVIDENCE. Anyone including the Employer,  required to give data, statements
or other information relevant under the terms of the Plan ("evidence") may do so
by  certificate,  affidavit,  document  or other form 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 Plan Administrator and the
Trustee are  protected  fully in acting and relying upon any evidence  described
under the immediately preceding sentence.

7.06 PLAN  CONTRIBUTIONS.  The Employer is solely  responsible  to determine the
proper  amount  of any  Employer  contribution  it makes to the Plan and for the
timely deposit to the Trust of the Employer's Plan contributions.

7.07  EMPLOYER  ACTION.  The  Employer  must take any  action  under the Plan in
accordance with  applicable Plan provisions and with proper  authority such that
the action is valid and under applicable law and is binding upon the Employer.

7.08  FIDUCIARIES  NOT INSURERS.  The Trustee,  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  Employer,  the Plan
Administrator  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.

7.09 PLAN TERMS BINDING.  The Plan is binding upon the Employer,  Trustee,  Plan
Administrator,  Custodian  (and all other service  providers to the Plan),  upon
Participants, Beneficiaries and all other persons entitled to benefits, and upon
the successors and assigns of the foregoing persons.

7.10 WORD USAGE.  Words used in the masculine  also apply to the feminine  where
applicable,  and wherever the context of the Plan dictates,  the plural includes
the singular and the singular  includes the plural.  Titles of Plan and Adoption
Agreement sections are for reference only.

7.11  STATE  LAW.  The law of the  state of the  Employer's  principal  place of
business will determine all questions  arising with respect to the provisions of
the Plan,  except to the extent  superseded  by ERISA or other  federal law. The
Employer in an Addendum to its Adoption Agreement and subject to applicable law,
may elect to apply the law of another state.

7.12  PROTOTYPE  PLAN  STATUS.  If the Plan  fails  initially  to  qualify or to
maintain qualification or if the Employer makes any amendment or modification to
a provision of the 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 no longer may participate under
this  Prototype  Plan.  The Employer  also may not  participate  (or continue to
participate)  in this  Prototype  Plan if the Trustee or Custodian does not have
the written consent of the Prototype Plan Sponsor required under Section 1.33 to
serve in the capacity of Trustee or  Custodian.  If the Employer is not entitled
to participate  under this Prototype Plan, the Plan is an  individually-designed
plan and the reliance procedures  specified in the applicable Adoption Agreement
no longer apply.

7.13 EMPLOYMENT NOT GUARANTEED.  Nothing contained in this Plan, or with respect
to the  establishment  of the Trust, or any modification or any amendment to the
Plan or Trust, or in the creation of any Account, or with respect to the payment
of any benefit, gives any Employee,  Participant or any Beneficiary any right to
employment or to continued employment by the Employer, or any legal or equitable
right against the Employer,  the Trustee, the Plan Administrator or any employee
or agent thereof,  except as expressly provided by the Plan, the Trust, ERISA or
other applicable law.

                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

8.01 BENEFICIARY DESIGNATION.  A Participant from time to time may designate, in
writing,  any person(s)  (including a trust or other  entity),  contingently  or
successively,  to whom the Trustee  will pay the  Participant's  Vested  Account
Balance  (including any life  insurance  proceeds  payable to the  Participant's
Account) in the event of death.  A  Participant  also may designate the form and
method of payment of his/her Account.  The Plan Administrator will prescribe the
form for the  Participant's  written  designation of  Beneficiary  and, upon the
Participant's filing the form with the Plan Administrator,  the form effectively
revokes all  designations  filed prior to that date by the same  Participant.  A
divorce  decree,  or a decree of legal  separation,  revokes  the  Participant's
designation,  if any, of his/her  spouse as his/her  Beneficiary  under the Plan
unless:  (1) the  decree  or a QDRO  provides  otherwise;  or (2)  the  Employer
provides  otherwise  in an Addendum to its  Adoption  Agreement.  The  foregoing
revocation  provision (if applicable) applies only with respect to a Participant
whose divorce or legal separation becomes effective on or following the date the
Employer  executes  this Plan,  unless the  Employer in its  Adoption  Agreement
specifies a different effective date.

(A) Coordination with Survivor Annuity Requirements.  If Section 6.04 applies to
the  Participant,  this Section 8.01 does not impose any special spousal consent
requirements on the Participant's Beneficiary designation unless the Participant
waives  the QJSA or QPSA  benefit.  If the  Participant  waives the QJSA or QPSA
benefit without spousal consent to the  Participant's  Beneficiary  designation:
(1)  any  waiver  of the  QJSA  or of the  QPSA  is not  valid;  and  (2) if the
Participant  dies prior to his/her  annuity  starting  date,  the  Participant's
Beneficiary  designation  will  apply only to the  portion of the death  benefit
which is not  payable as a QPSA.  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 QPSA.

(B) Profit  Sharing Plan  Exception.  If the Plan is a profit  sharing plan, the
Beneficiary designation of a married Exempt Participant, as described in Section
6.04(H),  is not valid  unless the  Participant's  spouse  consents (in a manner
described in Section 6.05) to the Beneficiary  designation.  The spousal consent
requirement in this Section 8.01(B) does not apply if the  Participant's  spouse
is the Participant's sole primary Beneficiary,  or if the Exempt Participant and
his/her spouse are not married throughout the one-year period ending on the date
of the Participant's death.

(C) Incapacity of Beneficiary.  If, in the opinion of the Plan Administrator,  a
Beneficiary  is not  able  to care  for  his/her  affairs  because  of a  mental
condition,  physical  condition or by reason of age, the Plan Administrator will
apply the provisions of Section 10.09.

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  the  Participant,  then the Trustee will pay the
Participant's  Vested  Account  Balance in  accordance  with Section 6.03 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  (without  regard to the one-year
     marriage rule of Sections  6.04(B) and 8.01(B);  and if no surviving spouse
     to

     (b) The  Participant's  children  (including  adopted  children),  in equal
     shares by right of  representation  (one share for each surviving child and
     one share for each  child  who  predeceases  the  Participant  with  living
     descendents); and if none to

     (c) The Participant's surviving parents, in equal shares; and if none to

     (d) The Participant's estate.

If the Beneficiary  survives the Participant,  but dies prior to distribution of
the  Participant's  entire  Vested  Account  Balance,  the Trustee  will pay the
remaining  Vested Account Balance to the  Beneficiary's  estate unless:  (1) the
Participant's  Beneficiary  designation provides otherwise;  (2) the Beneficiary
has properly designated a beneficiary; or (3) the Employer provides otherwise in
an  Addendum to its  Adoption  Agreement.  A  Beneficiary  only may  designate a
beneficiary for the Participant's Account Balance remaining at the Beneficiary's
death, if the Participant has not previously  designated a successive contingent
beneficiary and the Beneficiary's  designation  otherwise complies with the Plan
terms.  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 an
Addendum  unless the  Participant's  surviving  spouse will be the sole  primary
Beneficiary  in the different  order of priority.  The Plan  Administrator  will
direct the  Trustee as to the method and to whom the Trustee  will make  payment
under this Section 8.02.

8.03 ASSIGNMENT OR ALIENATION.  Except as provided in Code ss.414(p) relating to
QDROs  and in  Code  ss.401(a)(13)  relating  to  certain  voluntary,  revocable
assignments,  judgments and settlements, 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, except as provided by Code
ss.401(a)(13)  or other  applicable law, a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable process.

8.04 INFORMATION AVAILABLE. Any Participant or Beneficiary may examine copies of
the Plan description,  latest annual report, any bargaining agreement, this Plan
and  Trust,  and any  contract  or any other  instrument  which  relates  to the
establishment or  administration  of the Plan or Trust.  The Plan  Administrator
will maintain all of the items listed in this Section 8.04 in its office,  or in
such  other  place or places as it 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 a
Beneficiary,  the Plan Administrator must furnish the Participant or Beneficiary
with a copy of any item listed in this Section 8.04. The Plan  Administrator may
make a reasonable copying charge to the requesting person.

8.05 CLAIMS PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a Beneficiary may
file  with  the  Plan  Administrator  a  written  claim  for  benefits,  if  the
Participant or the Beneficiary disputes the Plan  Administrator's  determination
regarding the  Participant's or Beneficiary's  Plan benefit.  However,  the Plan
will distribute only such Plan benefits to Participants or  Beneficiaries as the
Plan Administrator in its discretion  determines a Participant or Beneficiary is
entitled to. The Plan Administrator will maintain a separate written document as
part of (or which  accompanies) the Plan's summary plan  description  explaining
the Plan's claims  procedure.  This Section 8.05  specifically  incorporates the
written   claims   procedure  as  from  time  to  time  published  by  the  Plan
Administrator as a part of the Plan. If the Plan  Administrator  pursuant to the
Plan's written claims  procedure makes a final written  determination  denying a
Participant's or Beneficiary's  benefit claim, the Participant or Beneficiary to
preserve  the claim must file an action  with  respect  to the denied  claim not
later  than  180 days  following  the  date of the  Plan  Administrator's  final
determination.

8.06  PARTICIPANT  DIRECTION OF  INVESTMENT.  A  Participant's  direction of the
investment of his/her Account is subject to the provisions of this Section 8.06.
For  purposes  of  this  Section  8.06,  a  Participant  shall  also  include  a
Beneficiary where the Beneficiary has succeeded to the Participant's Account and
the Plan affords the  Beneficiary  the same  self-direction  or loan rights as a
Participant.

(A) Trustee Authorization and Procedures.  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  only will accept  direction  from each
Participant  on a written  direction of investment  form the Plan  Administrator
provides for this purpose.  The Trustee, or with the Trustee's consent, the Plan
Administrator,   may  establish  written  procedures   relating  to  Participant
direction  of  investment  under this  Section  8.06,  including  procedures  or
conditions   for   electronic   transfers  or  for  changes  in  investments  by
Participants.  The Plan  Administrator  will maintain,  or direct the Trustee to
maintain,  an  appropriate   individual  investment  Account  to  the  extent  a
Participant's Account is subject to Participant self-direction.

(B) ERISA ss.404(c).  No Plan fiduciary  (including the Employer and Trustee) is
liable for any loss or for any breach  resulting from a Participant's  direction
of the  investment  of any part of  his/her  directed  Account to the extent the
Participant's  exercise  of his/her  right to direct the  investment  of his/her
Account satisfies the requirements of ERISA ss.404(c).

(C)  Participant  Loans.  The Plan  Administrator,  to the extent  provided in a
written loan policy adopted under Section 9.04, will treat a Plan loan made to a
Participant  as a Participant  direction of investment  under this Section 8.06,
even if the Plan  otherwise  does not  permit a  Participant  to direct  his/her
Account  investments.  Where a loan is  treated as a  directed  investment,  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 a segregated Account (as described in Section 9.08(B)) on
behalf of the borrowing  Participant  until the Trustee (or the Named Fiduciary,
in the case of a nondiscretionary  Trustee) deems it appropriate to add the loan
payments to the Participant's Account under the Plan.

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

                                   ARTICLE IX
                               PLAN ADMINISTRATOR

9.01  COMPENSATION  AND EXPENSES.  The Plan  Administrator  (and any individuals
serving as Plan Administrator)  will serve without  compensation for services as
such, but the Employer will pay all expenses of the Plan  Administrator,  except
to the extent the Trustee  properly pays for such expenses,  pursuant to Article
X.

9.02  RESIGNATION AND REMOVAL.  If the Employer  appoints one or more persons to
serve as Plan  Administrator,  such  person(s)  shall serve until they resign by
written  notice to the  Employer or until the  Employer  removes them by written
notice. In case of a vacancy in the position of Plan Administrator, the Employer
will  exercise  any and all of the  powers,  authority,  duties  and  discretion
conferred upon the Plan Administrator pending the filling of the vacancy.

9.03 GENERAL POWERS AND DUTIES. The Plan Administrator has the following general
powers and duties which are in addition to those the Plan  otherwise  accords to
the Plan Administrator:

     (a) To determine the rights of eligibility of an Employee to participate in
     the Plan, all factual  questions that arise in the course of  administering
     the Plan, the value of a Participant's  Account Balance (based on the value
     of  the  Trust  assets,  as  determined  by the  Trustee)  and  the  Vested
     percentage of each Participant's Account Balance;

     (b) To adopt rules of procedure  and  regulations  necessary for the proper
     and  efficient  administration  of the  Plan,  provided  the  rules are not
     inconsistent  with  the  terms  of the  Plan,  the  Code,  ERISA  or  other
     applicable law;

     (c) To  construe  and  enforce  the  terms of the Plan  and the  rules  and
     regulations the Plan Administrator adopts,  including interpretation of the
     basic plan document, the Adoption Agreement and any document related to the
     Plan's operation;

     (d) To direct the Trustee  regarding the crediting and  distribution of the
     Trust Fund and to direct the Trustee to conduct  interim  valuations  under
     Section 10.15;

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

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

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

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

     (i) To make any other  determinations  and  undertake any other actions the
     Plan   Administrator   believes  are  necessary  or  appropriate   for  the
     administration of the Plan; and

     (j) 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 Plan  Administrator  must exercise all of its powers,  duties and discretion
under the Plan in a uniform and nondiscriminatory manner. The Plan Administrator
shall have total and complete  discretion to interpret and construe the Plan and
to determine all questions  arising in the  administration,  interpretation  and
application of the Plan. Any  determination the Plan  Administrator  makes under
the Plan is final and binding upon any affected person.

9.04  PLAN  LOANS.  The  Plan  Administrator  may,  in its sole  discretion,  in
accordance  with Section  10.03(E)  establish,  amend or terminate  from time to
time, a  nondiscriminatory  policy which the Trustee must observe in making Plan
loans, if any, to Participants and to Beneficiaries.  If the Plan  Administrator
adopts a loan  policy,  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) the procedure for applying for a 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.  A loan  policy  the Plan
Administrator  adopts under this  Section 9.04 is part of the Plan,  except that
the Plan  Administrator  may amend or  terminate  the policy  without  regard to
Section 13.02.

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

9.06 INDIVIDUAL  ACCOUNTS.  The Plan Administrator 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 Account Balance under the Plan.

(A)  Forfeitures.  If a  Participant  re-enters  the Plan  subsequent to his/her
having a Forfeiture Break in Service,  the Plan  Administrator,  or the Trustee,
must maintain a separate Account for the Participant's  pre-Forfeiture  Break in
Service Account Balance and a separate Account for his post-Forfeiture  Break in
Service Account Balance,  unless the Participant's  entire Account Balance under
the Plan is 100% Vested.

If the Plan is subject to  Participant  direction of  investment  under  Section
8.06,  the Plan  Administrator  may  maintain,  or may  direct  the  Trustee  to
maintain,  a separate  temporary  forfeiture  Account in the name of the Plan to
account  for  Participant  forfeitures  which  occur  during the Plan Year.  The
Trustee will direct the investment of any separate temporary forfeiture Account.
As of each Accounting Date, or interim  valuation date, if applicable,  the Plan
Administrator  will  allocate  the net income,  gain or loss from the  temporary
forfeiture  Account,  if any, to the Accounts of the  Participants in accordance
with the provisions of Section 9.08.

(B) Net Income,  Gain or Loss. The Plan  Administrator will make its allocations
of net income,  gain or loss or request the Trustee to make its allocations,  to
the Accounts of the  Participants  in accordance  with the provisions of Section
9.08.  The Plan  Administrator  may direct the Trustee under Section  9.08(B) to
maintain a temporary segregated  investment Account in the name of a Participant
to  prevent  a  distortion  of  income,  gain  or  loss  allocations.  The  Plan
Administrator must maintain records of its activities.

9.07  VALUE OF  PARTICIPANT'S  ACCOUNT  BALANCE.  If any or all Plan  investment
accounts are pooled, each Participant's Account has an undivided interest in the
assets  comprising the pooled account.  In a pooled  account,  the value of each
Participant's  Account Balance  consists of that proportion of the net worth (at
fair  market  value) of the Trust Fund  which the net credit  balance in his/her
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. If any or all Plan investment  accounts
are  Participant  directed,  the  directing  Participant's  Account  Balance  is
comprised  of the assets held within the Account and the value of the Account is
the fair market value of such assets.  For purposes of a distribution  under the
Plan,  the  value of a  Participant's  Account  Balance  is its  value as of the
valuation date immediately preceding the date of the distribution.

9.08 ALLOCATION AND DISTRIBUTION OF NET INCOME,  GAIN OR LOSS. This Section 9.08
applies solely to the allocation of net income,  gain or loss of the Trust Fund.
The Plan  Administrator  will allocate  Employer  contributions  and Participant
forfeitures, if any, in accordance with Article III.

A "valuation  date" under this Plan is each: (1) Accounting  Date; (2) valuation
date the  Employer  elects  in its  Adoption  Agreement  Section  10.15;  or (3)
valuation  date the Plan  Administrator  establishes  under  Section  9.03.  The
Employer in its Adoption  Agreement Section 10.15 or the Plan  Administrator may
elect alternative valuation dates for the different Account types which the Plan
Administrator  maintains  under the Plan. As of each  valuation  date,  the Plan
Administrator must adjust Accounts to reflect net income, gain or loss since the
last  valuation  date. The valuation  period is the period  beginning on the day
after the last valuation date and ending on the current valuation date.

The Plan Administrator will allocate net income, gain or loss to the Participant
Accounts in accordance with the daily valuation method,  balance forward method,
weighted average method,  or other method the Employer elects under its Adoption
Agreement.  The Employer in its Adoption Agreement may elect alternative methods
under which the Plan Administrator will allocate the net income, gain or loss to
the different  Account types which the Plan  Administrator  maintains  under the
Plan.  If the  Employer  in its  Adoption  Agreement  elects to apply a weighted
average  allocation method, the Plan Administrator 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 in its Adoption
Agreement  may elect to  substitute  a  weighting  period  other than months for
purposes of this weighted  average  allocation.  If the Employer in its Adoption
Agreement  elects to apply the daily valuation  method,  the Plan  Administrator
will  allocate  the net  income,  gain or loss on each day of the Plan  Year for
which  Plan  assets  are  valued on an  established  market  and the  Trustee is
conducting  business.  If the Employer in its Adoption Agreement elects to apply
the  balance  forward  method,  the Plan  Administrator  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 the
Plan,  for  amounts  charged  during the  valuation  period to the  Accounts  in
accordance with Section 9.10 (relating to distributions and to loan disbursement
payments) and Section 11.01 (relating to insurance  premiums),  and for the cash
value of incidental benefit insurance  contracts.  The Plan Administrator  then,
subject to the  restoration  allocation  requirements of the Plan, will allocate
the net income, gain or loss pro rata to the adjusted Participant Accounts.  The
allocable  net income,  gain or loss is the net income (or net loss),  including
the  increase or decrease  in the fair  market  value of assets,  since the last
valuation date.

(A) Trust Fund (Pooled) Investment  Accounts.  A pooled investment account is an
Account which is not a segregated investment Account or an individual investment
Account.

(B) Segregated Investment Accounts. A segregated investment Account receives all
income it earns and bears all  expense or loss it incurs.  Pursuant  to the Plan
Administrator's  direction,  the  Trustee  may  establish  for a  Participant  a
segregated  investment  Account to prevent a distortion of Plan income,  gain or
loss  allocations  or for such  other  purposes  as the Plan  Administrator  may
direct.  The Trustee will invest the assets of a segregated  investment  Account
consistent with such purposes. As of each valuation date, the Plan Administrator
must reduce a segregated  Account for any forfeiture  arising under Section 5.09
after  the Plan  Administrator  has  made  all  other  allocations,  changes  or
adjustments to the Account for the valuation period.

(C) Individual  (Directed) Investment Accounts. An individual investment Account
is an Account  which is subject to  Participant  or  Beneficiary  self-direction
under  Section 8.06. An  individual  investment  Account  receives all income it
earns and bears all expense or loss it incurs.  As of each  valuation  date, the
Plan  Administrator must reduce an individual Account for any forfeiture arising
from Section 5.09 after the Plan  Administrator has made all other  allocations,
changes or adjustment to the Account for the valuation period.

(D) Code ss.415 Excess Amounts.  An Excess Amount or suspense account  described
in Part 2 of Article III does not share in the allocation of net income, gain or
loss described in this Section 9.08.

(E) Interest  Adjustment.  Any  distribution  (other than a distribution  from a
segregated or individual Account) made to a Participant or 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 the
Employer specifies in its Adoption Agreement.

(F) Contributions  Prior to Accrual.  If the Employer in its Adoption  Agreement
elects to impose one or more  allocation  conditions  under Section 3.06 and the
Employer  contributes to the Plan amounts which at the time of the  contribution
have not accrued under the Plan terms ("preaccrual contributions"),  the Trustee
will  hold the  preaccrual  contributions  in the  Trust  and will  invest  such
contributions  as the Trustee  determines,  pending  accrual and  allocation  to
Participant Accounts.  When the Plan Administrator allocates to Participants who
have  satisfied the Plan's  allocation  conditions  the  Employer's  pre-accrual
contributions, the Plan Administrator also will allocate the net income, gain or
loss thereon pro rata in relation to each Participant's share of the pre-accrual
contribution.

9.09 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/her  Account
Balance in the Trust as of that date and such other  information  ERISA requires
be furnished the Participant or the Beneficiary. No Participant, except the Plan
Administrator,  has the right to inspect the records  reflecting  the Account of
any other Participant.

9.10 ACCOUNT CHARGED. The Plan Administrator will charge a Participant's Account
for all  distributions  made from that  Account to the  Participant,  to his/her
Beneficiary or to an alternate  payee,  including a  disbursement  payment for a
Participant  loan. The Plan  Administrator,  except as prohibited by the Code or
ERISA,   also  will  charge  a   Participant's   Account   for  any   reasonable
administrative expenses incurred by the Plan directly related to that Account.

9.11 LOST  PARTICIPANTS.  If the Plan  Administrator  is  unable  to locate  any
Participant or Beneficiary whose Account becomes  distributable under Article VI
or under Section 13.06 (a "lost Participant"), the Plan Administrator will apply
the provisions of this Section 9.11.

(A)  Attempt  to  Locate.  The  Plan  Administrator  will use one or more of the
following  methods  to  attempt  to  locate a lost  Participant:  (1)  provide a
distribution  notice to the lost  Participant  at his/her last known  address by
certified or registered mail; (2) use of the IRS letter forwarding program under
Rev. Proc. 94-22; (3) use of a commercial locator service, the internet or other
general search method; or (4) use of the Social Security  Administration  search
program.

(B) Failure to Locate.  If a lost  Participant  remains  unlocated  for 6 months
following the date of the Plan  Administrator  first attempts to locate the lost
Participant using one or more of the methods  described in Section 9.11(A),  the
Plan  Administrator  may forfeit  the lost  Participant's  Account.  If the Plan
Administrator will forfeit the lost Participant's Account, the forfeiture occurs
at the end of the above-described 6 month period and the Plan Administrator will
allocate the forfeiture in accordance  with Section 3.05. If a lost  Participant
whose Account was forfeited  thereafter at any time but before the Plan has been
terminated makes a claim for his/her forfeited  Account,  the Plan Administrator
will  restore  the  forfeited  Account to the same  dollar  amount as the amount
forfeited,  unadjusted for net income,  gains or losses occurring  subsequent to
the  forfeiture.  The Plan  Administrator  will make the restoration in the Plan
Year in which the lost Participant  makes the claim,  first from the amount,  if
any, of Participant  forfeitures the Plan Administrator otherwise would allocate
for the Plan Year, then from the amount, if any, of Trust net income or gain for
the Plan  Year and last  from the  amount  or  additional  amount  the  Employer
contributes  to the  Plan  for  the  Plan  Year.  The  Plan  Administrator  will
distribute the restored  Account to the lost  Participant not later than 60 days
after the close of the Plan Year in which the Plan  Administrator  restores  the
forfeited  Account.  The Plan  Administrator  under this  Section  9.11(B)  will
forfeit  the  entire  Account  of  the  lost  Participant,   including  deferral
contributions and Participant contributions.

(C) Nonexclusivity  and Uniformity.  The provisions of Section 9.11 are intended
to provide  permissible  but not exclusive means for the Plan  Administrator  to
administer the Accounts of lost Participants. The Plan Administrator may utilize
any other  reasonable  method to locate lost  Participants and to administer the
Accounts of lost  Participants,  including  the default  rollover  under Section
6.10(C) and such other methods as the Revenue Service or the U.S.  Department of
Labor  ("DOL")  may in the future  specify.  The Plan  Administrator  will apply
Section 9.11 in a reasonable,  uniform and nondiscriminatory  manner, but may in
determining a specific course of action as to a particular  Account,  reasonably
take  into  account  differing  circumstances  such  as  the  amount  of a  lost
Participant's  Account,  the expense in attempting to locate a lost Participant,
the Plan Administrator's  ability to establish and the expense of establishing a
rollover  IRA,  and other  factors.  The Plan  Administrator  may  charge to the
Account  of a lost  Participant  the  reasonable  expenses  incurred  under this
Section 9.11 and which are associated with the lost Participant's Account.

9.12 PLAN  CORRECTION.  The Plan  Administrator in conjunction with the Employer
may undertake  such  correction of Plan errors as the Plan  Administrator  deems
necessary,  including correction to preserve tax qualification of the Plan under
Code ss.401(a) or to correct a fiduciary  breach under ERISA.  Without  limiting
the  Plan  Administrator's   authority  under  the  prior  sentence,   the  Plan
Administrator,  as it determines to be reasonable and appropriate, may undertake
correction of Plan document,  operational,  demographic and employer eligibility
failures  under a  method  described  in the Plan or under  the  Employee  Plans
Compliance  Resolution  System ("EPCRS") or any successor  program to EPCRS. The
Plan Administrator,  as it determines to be reasonable and appropriate, also may
undertake or assist the  appropriate  fiduciary or plan official in  undertaking
correction  of a fiduciary  breach,  including  correction  under the  Voluntary
Fiduciary  Correction  Program  ("VFC") or any successor  program to VFC. If the
Plan  includes  a 401(k)  arrangement,  the Plan  Administrator  to  correct  an
operational  error may require the Trustee to distribute  from the Plan elective
deferrals  or vested  matching  contributions,  including  earnings,  where such
amounts  result from an  operational  error other than a failure of Code ss.415,
Code ss.402(g),  a failure of the ADP or ACP tests, or a failure of the multiple
use limitation.

9.13 NO  RESPONSIBILITY  FOR OTHERS.  Except as required  under ERISA,  the Plan
Administrator has no responsibility or obligation under the Plan to Participants
or Beneficiaries for any act (unless the Plan  Administrator also serves in such
capacities) required of the Employer, the Trustee, the Custodian or of any other
service  provider to the Plan.  The Plan  Administrator  is not  responsible  to
collect any required  plan  contribution  or to  determine  the  correctness  or
deductibility  or  any  Employer   contribution.   The  Plan   Administrator  in
administering  the  Plan is  entitled  to,  but is not  required  to rely  upon,
information which a Participant,  Beneficiary, Trustee, Custodian, the Employer,
a  Plan  service  provider  or  representatives  thereof  provide  to  the  Plan
Administrator.

9.14 NOTICE,  DESIGNATION,  ELECTION,  CONSENT AND WAIVER. All notices under the
Plan and all  Participant or Beneficiary  designations,  elections,  consents or
waivers must be in writing and made in a form the Plan  Administrator  specifies
or otherwise approves.  To the extent permitted by Treasury regulations or other
applicable  guidance,  any Plan  notice,  election,  consent  or  waiver  may be
transmitted  electronically.  Any person  entitled to notice  under the Plan may
waive the notice or shorten the notice  period  except as otherwise  required by
the Code or ERISA.

                                   ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

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

10.02 RECEIPT OF  CONTRIBUTIONS.  The Trustee is accountable to the Employer for
the Plan contributions  made by the Employer,  but the Trustee does not have any
duty to ensure that the contributions received comply with the provisions of the
Plan. The Trustee is not obliged to collect any contributions from the Employer,
nor is the Trustee  obliged to ensure 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 its Adoption
     Agreement,   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 the  direction  of a properly  appointed
     Investment  Manager or with  respect to a Plan  asset  properly  subject to
     Employer,  or to  Participant  direction  of  investment.  The Trustee must
     coordinate its investment  policy with Plan financial needs as communicated
     to it by the Plan  Administrator.  The Trustee is authorized and empowered,
     but not by way of limitation, with the following powers, rights and duties:

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

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

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

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

          (e) To credit and  distribute  the Trust Fund as  directed by the Plan
          Administrator. 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  Plan  Administrator  for  any  payment  or
          distribution made by it in good faith on the order or direction of the
          Plan Administrator.

          (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 the Trustee's discretion.

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

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

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

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

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

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

          (n) To furnish to the Employer and to the Plan Administrator 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
          and  the  Plan  Administrator,  except  as to any  act or  transaction
          concerning which the Employer of the Plan Administrator files with the
          Trustee  written  exceptions  or  objections  within 90 days after the
          receipt of the accounts or for which ERISA  authorizes a longer period
          within which to object.

          (o)  To  begin,   maintain  or  defend  any  litigation  necessary  in
          connection with the  administration of the Plan, except the Trustee is
          not  obliged  nor  required  to  do  so  unless   indemnified  to  its
          satisfaction.

     (B) Nondiscretionary  Trustee Designation/ Appointment of Custodian. If the
     Employer,  in its Adoption Agreement,  designates the Trustee to administer
     the Trust as a nondiscretionary Trustee, then the Trustee will not have any
     discretion  or authority  with regard to the  investment of the Trust Fund,
     but must act solely as a directed trustee of the funds contributed to it. A
     nondiscretionary Trustee, as directed trustee of the funds held by it under
     the 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  the  management  of  a  properly  appointed
     Investment  Manager or subject to  Employer  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
          proprietary  funds),  put  and  call  options  traded  on  a  national
          exchange,  United  States  retirement  plan  bonds,  corporate  bonds,
          debentures,  convertible  debentures,  commercial paper, U.S. Treasury
          bills, U.S. Treasury notes and other direct or indirect obligations of
          the United States  Government or its agencies,  improved or unimproved
          real  estate  situated  in the United  States,  limited  partnerships,
          insurance contracts of any type, mortgages, notes or other property of
          any kind, real or personal,  to buy or sell options on common stock on
          a nationally  recognized  options exchange with or without holding the
          underlying  common stock, to open and to maintain margin accounts,  to
          engage in short sales, 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.

          (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 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.

          (e) To credit and  distribute  the Trust Fund as  directed by the Plan
          Administrator. 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  Plan  Administrator  for  any  payment  or
          distribution made by it in good faith on the order or the direction of
          the Plan Administrator.

          (f) To borrow  money,  to assume  indebtedness,  extend  mortgages and
          encumber by mortgage or pledge in  accordance  with and at the written
          direction of the Named Fiduciary.

          (g) To  have  with  respect  to the  Trust  all  of the  rights  of an
          individual  owner,  including the power to exercise any and all voting
          rights associated with Trust assets,  to give proxies,  to participate
          in any voting trusts,  mergers,  consolidations  or  liquidations,  to
          tender  shares  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.

          (h) 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.

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

          (j) 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.

          (k) To file all information and tax returns required of the Trustee.

          (l) To  furnish  to the Named  Fiduciary,  the  Employer  and the Plan
          Administrator  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 and the Plan
          Administrator,  except as to any act or transaction  concerning  which
          the Named Fiduciary, the Employer or the Plan Administrator 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.

          (m)  To  begin,   maintain  or  defend  any  litigation  necessary  in
          connection with the  administration of the Plan, except the Trustee is
          not  obliged  nor  required  to  do  so  unless   indemnified  to  its
          satisfaction.

Appointment of Custodian.  The Employer may appoint a Custodian  under the Plan,
the acceptance by the Custodian  indicated on the execution page of the Adoption
Agreement.  If  the  Employer  appoints  a  Custodian,  the  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 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
nondiscretionary Trustee (or the Custodian), in writing, may limit the powers of
the  Custodian  or the  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 Plan,  then the  Employer,  in adopting this
Plan  acknowledges the Custodian or the  nondiscretionary  Trustee does not have
any discretion with respect to the investment or the  re-investment of the Trust
Fund and the  Custodian or the  nondiscretionary  Trustee is acting  solely as a
custodian or as a 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) as it relates to common  trust funds or  collective  investment  funds,
(d), (f), (g) and (h) of Section  10.03(B),  Section 10.17 and Article XI do not
apply to that  bank and  that  bank  only has the  power  and the  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.  The Named Fiduciary under the Plan has the sole  responsibility  for
the management and the control of the Trust Fund,  except with respect to a Plan
asset  under the control or the  direction  of a properly  appointed  Investment
Manager or with  respect  to a Plan asset  properly  subject to  Participant  or
Employer  direction  of  investment.  If the Employer  appoints a  discretionary
Trustee,  the Named  Fiduciary  is the  discretionary  Trustee.  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,  the  managing  member  of a  limited  liability  company
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 Plan.

The  nondiscretionary  Trustee or the Custodian does not have any duty to review
or to make recommendations  regarding  investments made at the written direction
of the Named  Fiduciary.  The  nondiscretionary  Trustee or the  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 the Custodian is not liable in any
manner or for any reason for making,  retaining or  disposing of any  investment
pursuant to any written  direction of the Named  Fiduciary.  The  Employer  will
indemnify,  defend  and  hold  the  nondiscretionary  Trustee  or the  Custodian
harmless from any damages,  costs or expenses,  including reasonable  attorneys'
fees, which the nondiscretionary  Trustee or the 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  full and
timely compliance with any written direction of the Named Fiduciary.

(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 Plan  Administrator,
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 Nonhighly Compensated Employees;  (3) any loan is
adequately  secured  and  bears a  reasonable  rate of  interest;  (4) the  loan
provides for repayment  within a specified  time  (however,  the loan policy may
suspend loan payments pursuant to Code  ss.414(u)(4)) or otherwise in accordance
with applicable  Treasury  Regulations);  (5) the default provisions of the note
permit offset of the Participant's  Vested Account Balance only at the time when
the Participant has a distributable  event under the Plan, but without regard to
whether the  Participant  consents to  distribution as otherwise may be required
under  Section  6.01(A)(5);  (6) the  amount of the loan does not exceed (at the
time the Plan extends the loan) the present  value of the  Participant's  Vested
Account Balance;  and (7) the loan otherwise  conforms to the exemption provided
by Code ss.4975(d)(1).  The loan policy may provide a Participant's loan default
is a distributable  event with respect to the defaulted amount,  irrespective of
whether the Participant otherwise has incurred a distributable event at the time
of default,  except as to amounts which the  Participant  used to secure his/her
loan which remain subject to  distribution  restrictions  under Section 14.11 or
are money purchase pension plan or target benefit plan balances which may not be
distributed  in-service  at the  time of  default.  If the  joint  and  survivor
requirements  of Article VI apply to the  Participant,  the  Participant may not
pledge any portion of his/her  Account  Balance as security  for a loan  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.

A Participant who is an  Owner-Employee  (including  other persons  described in
Code  ss.4975(f)(6)),  or who is a  Shareholder-Employee  may not receive a loan
from the Plan,  unless  he/she has obtained a prohibited  transaction  exemption
from the DOL.

(F) Investment in Qualifying  Employer  Securities and Qualifying  Employer Real
Property.  The  Trustee  (or as  applicable,  Investment  Manager,  Employer  or
Participant)  may invest in  qualifying  Employer  securities  or in  qualifying
Employer real property, as defined in and as limited by ERISA. If the Employer's
Plan is a profit sharing plan, the aggregate  investments in qualifying Employer
securities and in qualifying  Employer real property may exceed 10% of the value
of Plan assets, unless the Employer elects in its Adoption Agreement to restrict
such  investments to 10% (or to some other  percentage which is less than 100%).
Notwithstanding the foregoing,  except where permitted under ERISA ss.407(b)(2),
if  the  Plan  includes  a  401(k)   arrangement,   a   participant's   Deferral
Contributions  Account  accumulated in Plan Years  beginning  after December 31,
1998,  including  earnings  thereon,  may  not  be  invested  more  than  10% in
qualifying  employer  securities and qualifying  employer real property,  unless
such   investments  are  directed  by  the  Participant  or  the   Participant's
Beneficiary.

(G)  Modifications to or Substitution of Trust. The Employer in its Standardized
Adoption  Agreement  may not  amend  any  provision  of  Article X (or any other
provision  of the Plan  related to the Trust)  except to specify the Trust year,
the names of the Plan,  the  Employer,  the  Trustee,  the  Custodian,  the Plan
Administrator,  other  fiduciaries  or the name of any pooled trust in which the
Trust will participate.  The Employer in its Nonstandardized Adoption Agreement,
in  addition  to  the   foregoing   amendments,   may  amend  or  override   the
administrative  provisions  of  Article  X (or any other  provision  of the Plan
related to the Trust),  including  provisions  relating to Trust  investment and
Trustee  duties.  Any  such  amendment:  (1) must not  conflict  with any  other
provisions of the Plan (except as expressly are intended to override an existing
Trust provision); (2) must not cause the Plan to violate Code ss.401(a); and (3)
must be made in accordance with Rev. Proc. 2000-20 or any successor thereto. The
Employer using either a Standardized or  Nonstandardized  Adoption  Agreement to
establish its Plan,  subject to the conditions (1), (2) and (3) described above,
may elect to substitute in place of Article X and the remaining trust provisions
of the basic plan document, any other trust or custodial account agreement.  All
Section 10.03(G) Trust  modifications  or  substitutions  are subject to Section
13.02 and require the written consent or signature of the Trustee.

(H) Cofiduciary  Liability.  Each fiduciary under the Plan is responsible solely
for  his/her  or its own  acts or  omissions.  A  fiduciary  does  not  have any
liability  for  another  fiduciary's  breach of  fiduciary  responsibility  with
respect  to the  Plan and the  Trust  unless  the  fiduciary:  (1)  participates
knowingly in or  undertakes to conceal the breach;  (2) has actual  knowledge of
the breach and fails to take reasonable remedial action to remedy the breach; or
(3) through  negligence  in  performing  his/her or its own  specific  fiduciary
responsibilities  that give rise to fiduciary status,  the fiduciary has enabled
the other fiduciary to commit a breach of the latter's fiduciary responsibility.

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

10.05  FEES AND  EXPENSES  FROM  FUND.  A Trustee or a  Custodian  will  receive
reasonable  compensation  as may be agreed  upon from time to time  between  the
Employer and the Trustee or the  Custodian.  No person who is receiving full pay
from the Employer may receive  compensation  (except for  reimbursement  of Plan
expenses) for services as Trustee or as Custodian. The Trustee will pay from the
Trust Fund all fees and reasonable  expenses incurred by the Plan, to the extent
such fees and expenses are for the ordinary  and  necessary  administration  and
operation of the Plan and are not "settlor  expenses" as  determined  by the DOL
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 the expense  relates to the  ordinary  and  necessary
administration of the Trust Fund.

10.06  PARTIES  TO  LITIGATION.   Except  as  otherwise  provided  by  ERISA,  a
Participant  or a  Beneficiary  is not a necessary  party or 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 such  proceeding
will be  binding  upon  the  Employer,  the  Plan  Administrator,  the  Trustee,
Custodian, Participants and Beneficiaries and upon their successors and assigns.

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  reasonably
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
reasonably  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 will make Plan distributions
in the form of cash except  where:  (1) the required form of  distribution  is a
QJSA or QPSA  which has not been  waived;  (2) the Plan is a  restated  Plan and
under  the  prior  Plan,   distribution  in  the  form  of  property   ("in-kind
distribution")  is a  Protected  Benefit  (3) the  Plan  Administrator  adopts a
written policy which provides for in-kind  distribution;  or (4) the Employer is
terminating the Plan, and in the reasonable judgment of the Trustee, some or all
Plan assets may not within a reasonable  time for making final  distribution  of
Plan assets,  be liquidated  to cash or may not be so  liquidated  without undue
loss in value.  The Plan  Administrator's  policy  under clause (3) may restrict
in-kind distributions to certain types of Trust investments or specify any other
reasonable and nondiscriminatory  condition or restriction applicable to in-kind
distributions.  Under  clause  (4),  the  Trustee  will  make  Plan  termination
distributions  to  Participants  and  Beneficiaries  in  cash,  in-kind  or in a
combination of these forms, in a reasonable and  nondiscriminatory  manner which
may  take  into  account  the  preferences  of  the  distributees.  All  in-kind
distributions  will be made  based  on the  current  fair  market  value  of the
property, as determined by the Trustee.

10.09 PARTICIPANT OR BENEFICIARY  INCAPACITATED.  If, in the opinion of the Plan
Administrator or of the Trustee, a Participant or Beneficiary entitled to a Plan
distribution  is not  able to care  for  his/her  affairs  because  of a  mental
condition,  a physical  condition,  or by reason of age, at the direction of the
Plan Administrator the Trustee may make the distribution to the Participant's or
Beneficiary's  guardian,  conservator,  trustee,  custodian  (including  under a
Uniform Transfers or Gifts to Minors Act) or to his/her  attorney-in-fact  or to
other legal  representative upon furnishing evidence of such status satisfactory
to the Plan  Administrator  and to the Trustee.  The Plan  Administrator and the
Trustee do not have any  liability  with respect to payments so made and neither
the Plan  Administrator  nor the Trustee has any duty to make  inquiry as to the
competence of any person entitled to receive payments under the Plan.

10.10  DISTRIBUTION  DIRECTIONS.  The  Trustee  must  promptly  notify  the Plan
Administrator  of any  unclaimed  Plan  distribution  and  then  dispose  of the
distribution in accordance with the Plan Administrator's subsequent direction.

10.11 THIRD PARTY  RELIANCE.  A person dealing with the Trustee is not 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 is  conclusive in
favor of any person relying on the certificate.

10.12 MULTIPLE TRUSTEES.  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 the  investment  of the Trust  Fund or of any  portion of the
Trust Fund with respect to which such  persons act as Trustee.  If there is more
than one Trustee, the Trustees jointly will manage and control the assets of the
Trust Fund.  However,  the  Trustees  may  allocate  among  themselves  specific
responsibilities  or  obligations  or may authorize one or more of them,  either
individually or in concert,  to exercise any or all of the powers granted to the
Trustee  under  Article X. In  addition,  the  signature  of only one Trustee is
necessary to effect any transaction on behalf of the Trust.

10.13  RESIGNATION  AND  REMOVAL.  The Trustee or the  Custodian  may resign its
position by giving written notice to the Employer and to the Plan Administrator.
The  Trustee's   notice  must  specify  the  effective  date  of  the  Trustee's
resignation,  which  date  must be at  least 30 days  following  the date of the
Trustee's notice, unless the Employer consents in writing to shorter notice.

The Employer may remove a Trustee or a Custodian by giving written notice to the
effected party. The Employer's notice must specify the effective date of removal
which date must be at least 30 days following the date of the Employer's notice,
except  where the Employer  reasonably  determines  a shorter  notice  period or
immediate removal is necessary to protect Plan assets.

In the event of the  resignation  or the  removal of a  Trustee,  where no other
Trustee  continues to service,  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.  If the  Employer  fails  to  appoint  a  successor  Trustee  as of the
effective  date of the  Trustee  resignation  or  removal  and no other  Trustee
remains,  the  Trustee  will treat the  Employer as having  appointed  itself as
Trustee  and as  having  filed  the  Employer's  acceptance  of  appointment  as
successor  Trustee with the former Trustee.  If state law prohibits the Employer
from  serving as  successor  Trustee,  the  appointed  successor  Trustee is the
president  of a  corporate  Employer,  the  managing  partner  of a  partnership
Employer,  the managing member of a limited  liability  company  Employer or the
sole proprietor, as appropriate.  If the Employer removes and does not replace a
Custodian,  the discretionary Trustee will assume possession of Plan assets held
by the former Custodian.

10.14  SUCCESSOR  TRUSTEE  ACCEPTANCE.   Each  successor  Trustee  succeeds  its
predecessor Trustee by accepting in writing its appointment as successor Trustee
and by filing the acceptance with the former Trustee and the Plan  Administrator
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 the Plan upon
its  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 Plan  Administrator,  a successor  Trustee,
with  respect to the Plan,  may accept the  account  rendered  and the  property
delivered to it by a predecessor Trustee without liability.

10.15  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 Account
Balance in the Trust.  The Trustee  also must value the Trust Fund on such other
valuation  dates as  directed  in  writing by the Plan  Administrator  or as the
Adoption Agreement may require.

10.16  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 Plan  Administrator may appoint,  nor is
the Trustee  under any  obligation to invest or otherwise to manage any asset of
the Trust  Fund  which is subject  to the  management  of a  properly  appointed
Investment  Manager.  The  Plan  Administrator,  the  Trustee  and any  properly
appointed  Investment  Manager may execute a written 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 10.16 also applies to the
acts or omissions of any ancillary  trustee or  independent  fiduciary  properly
appointed under Section 10.18. However, if a discretionary Trustee,  pursuant to
the delegation  described in Section 10.18,  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 written agreement
as a part of this  Plan  delineating  any  indemnification  agreement  among the
parties.

10.17  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, or any successor thereto.  The provisions
of the group trust fund  agreement,  as amended  from time to time,  are by this
reference  incorporated  within this Plan and Trust. The provisions of the group
trust fund will govern any  investment of Plan assets in that fund. The Employer
must specify in an Addendum 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),  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  10.17.  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 Account Balance under the qualified plans
in which he/she is a participant.

10.18 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT  FIDUCIARY.  The Employer,
in writing,  may appoint any  qualified  person in any state to act as ancillary
trustee with respect to a designated  portion of the Trust Fund,  subject to any
consent  required under Section 1.33. 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 agreement  appointing
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. The delegated  investment  powers may include 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 10.17.

The  ancillary  trustee may resign its  position  and the Employer may remove an
ancillary trustee as provided in Section 10.13 regarding resignation and removal
of the Trustee or Custodian.  In the event of such  resignation or removal,  the
Employer may appoint another  ancillary  trustee or may return the assets to the
control  and   management  of  the  Trustee.   The  Employer  may  delegate  its
responsibilities  under this Section 10.18 to a discretionary  Trustee under the
Plan, but not to a  nondiscretionary  Trustee or to a Custodian,  subject to the
acceptance by the discretionary Trustee of that delegation.

If the DOL 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 DOL. The independent  fiduciary will
have the  duties,  responsibilities  and powers  prescribed  by the DOL and will
exercise those duties, responsibilities and powers in accordance with the terms,
restrictions  and  conditions  established  by the DOL and,  to the  extent  not
inconsistent  with ERISA, the terms of the Plan. The independent  fiduciary must
accept its appointment in writing and must acknowledge its status as a fiduciary
of the Plan.

                                   ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

11.01  INSURANCE  BENEFIT.  The  Employer may elect to provide  incidental  life
insurance  benefits for  insurable  Participants  who consent to life  insurance
benefits by executing the appropriate  insurance  company  application form. The
Trustee  will  not  purchase  any  incidental  life  insurance  benefit  for any
Participant prior to a contribution  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  Employee  contributions,  if any, to pay insurance
premiums  covering the  Participant's  life.  This Section 11.01 also authorizes
(except  if the Plan is a money  purchase  pension  plan) the  purchase  of life
insurance, for the benefit of the Participant, on the life of a family member of
the  Participant  or on any  person  in whom the  Participant  has an  insurable
interest.  However,  if the policy is on the joint lives of the  Participant and
another  person,  the Trustee may not  maintain  that policy if the 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 Plan. 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  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  and will treat the insurance  contract as a directed  investment of
the  Participant's  Account,  even if the  Plan  otherwise  does  not  permit  a
Participant  to direct the  investment of his/her own Account.  The Trustee will
hold all incidental benefit insurance  contracts issued under the Plan as assets
of the Trust created and maintained 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 (including Deferral
Contributions and forfeitures)  allocated to any Participant's  Account: (i) 49%
in the case of the purchase of ordinary life insurance contracts; or (ii) 25% in
the case of the  purchase of term life  insurance or  universal  life  insurance
contracts.  If the Trustee  purchases a combination  of ordinary life  insurance
contract(s)  and term life insurance or universal  life  insurance  contract(s),
then the sum of one-half of the premiums  paid for the ordinary  life  insurance
contract(s)  and the premiums paid for the term life insurance or universal life
insurance contract(s) may not exceed 25% of the Employer contributions allocated
to any Participant's Account.

(B) Exception for certain profit sharing plans.  If the 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).

(C) Exception for other amounts.  The incidental  insurance benefits requirement
does not apply to life insurance purchased with Employee contributions, rollover
contributions, or earnings on Employer contributions.

11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not continue any
life insurance  protection for any Participant  beyond his/her annuity  starting
date as defined in  Section  6.01(A)(4).  If the  Trustee  holds any  incidental
benefit  insurance  contract(s)  for the  benefit of a  Participant  when he/she
terminates  his/her 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 not have any cash value
     at the end of the policy year in which Separation from Service occurs,  the
     Trustee will transfer the contract(s) to the Participant  endorsed so as to
     vest in the  transferee all right,  title and interest to the  contract(s),
     free  and  clear of the  Trust;  subject  however,  to  restrictions  as to
     surrender  or payment of  benefits  as the  issuing  insurance  company may
     permit and as the Plan Administrator 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/her  Account  attributable  to
     Trust assets other than incidental benefit insurance  contracts and proceed
     as in (a),  or the Trustee  must  effect a loan from the issuing  insurance
     company on the sole security of the  contract(s) for an amount equal to the
     difference  between  the cash  value of the  contract(s)  at the end of the
     policy year in which termination of employment occurs and the amount of the
     cash value that is Vested in the terminating  Participant,  and the Trustee
     must transfer the contract(s)  endorsed so as to vest in the transferee all
     right, title and interest to the contract(s),  free and clear of the Trust;
     subject however, to the restrictions as to surrender or payment of benefits
     as the  issuing  insurance  company  may permit and the Plan  Administrator
     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 Plan Administrator,  the Trustee
will  make  any  transfer  of  contract(s)  under  this  Section  11.02  on  the
Participant's annuity starting date (or as soon as administratively  practicable
after that date).  The Trustee may not transfer any contract  under this Section
11.02 which contains a method of payment not specifically  authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable,  of Article VI. In this regard, the Trustee either must convert such
a contract to cash and  distribute  the cash instead of the contract,  or before
making the transfer, must 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,  term life or universal 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
     Plan.

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

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

11.04  DIVIDEND  PLAN.  The dividend plan is premium  reduction  unless the Plan
Administrator  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 Plan nor is
the company responsible for its validity.

11.06 NO  RESPONSIBILITY  FOR OTHERS.  Except as  required by ERISA,  an issuing
insurance  company  has no  responsibility  or  obligation  under  the  Plan  to
Participants  or  Beneficiaries  for any act (unless the insurance  company also
serves in such capacities) required of the Employer, the Plan Administrator, the
Trustee,  the Custodian or any other service  provider to the Plan. No insurance
company,  solely in its capacity as an issuing insurance  company,  need examine
the terms of this Plan.  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 held
harmless and completely  discharged in acting at the direction and authorization
of the Trustee.  An insurance  company is discharged  from all liability for any
amount  paid to the  Trustee or paid in  accordance  with the  direction  of the
Trustee, and is not obliged to see to the distribution or further application of
any moneys the insurance company so pays.

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

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

                                  ARTICLE XII
                              TOP-HEAVY PROVISIONS

12.01 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 Account Balances of all Key
Employees as of the Determination Date and the denominator of which is a similar
sum determined for all Employees.

The Plan  Administrator  must  include in the  top-heavy  ratio,  as part of the
Account  Balances,  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 Plan Administrator must
calculate  the  top-heavy  ratio  by  disregarding   the  Account  Balance  (and
distributions,  if any, of the Account  Balance) of any Non-Key Employee who was
formerly a Key Employee,  and by  disregarding  the Account  Balance  (including
distributions,  if any, of the Account  Balance)  of an  individual  who has not
received  credit for at least one Hour of Service with the  Employer  during the
Determination Period. The Plan Administrator must calculate the top-heavy ratio,
including the extent to which it must take into account distributions, rollovers
and transfers,  in accordance  with Code ss.416 and the  regulations  under that
Code section.

If the Employer maintains other qualified plans (including a simplified employee
pension  plan),  or maintained  another such plan now  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 Plan  Administrator  will
calculate  the  top-heavy  ratio in the same manner as required by the first two
paragraphs  of this  Section  12.01,  taking into  account all plans  within the
Aggregation  Group. To the extent the Plan  Administrator must take into account
distributions   to  a   Participant,   the  Plan   Administrator   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 Plan
Administrator will calculate the present value of accrued benefits under defined
benefit plans or the account  balances under  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 Plan
Administrator  will determine  his/her 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 Plan
Administrator will use the actuarial  assumptions  (interest and mortality only)
stated in that plan to calculate the present value of benefits from that defined
benefit plan. If an aggregated  plan does not have a valuation  date  coinciding
with the  Determination  Date,  the Plan  Administrator  must value the  Account
Balance 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 for the
second  plan  year of a  defined  benefit  plan.  The  Plan  Administrator  will
calculate the top-heavy  ratio with  reference to the  Determination  Dates that
fall within the same calendar year.  The top-heavy  provisions of the Plan apply
only for Plan Years in which Code ss.416  requires  application of the top-heavy
rules.

12.02  DEFINITIONS.  For purposes of applying the  top-heavy  provisions  of the
Plan:

     (a)  "Compensation"  means Compensation as determined under Section 3.18(b)
     for Code ss.415  purposes  and  includes  Compensation  for the entire Plan
     Year.

     (b)  "Determination  Date" means for any Plan Year, 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.

     (c)   "Determination   Period"  means  the  5-year  period  ending  on  the
     Determination Date.

     (d)  "Employer"  means the  Employer  that adopts this Plan and any Related
     Employer.

     (e) "Key Employee"  means,  as of any  Determination  Date, any Employee or
     former  Employee (or  Beneficiary of such Employee) who, at any time during
     the  Determination  Period:  (i) has  Compensation  in excess of 50% of the
     dollar  amount  prescribed  in Code  ss.415(b)(1)(A)  (relating  to defined
     benefit plans) and is an officer of the Employer;  (ii) has Compensation in
     excess of the dollar amount prescribed in Code ss.415(c)(1)(A) (relating to
     defined contribution plans), owns a more than 1/2% interest in the Employer
     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
     Code 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 Plan Administrator 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.

     (f) "Non-Key  Employee"  means an Employee who does not meet the definition
     of Key Employee.

     (g) "Participant"  means any Employee  otherwise eligible to participate in
     the Plan but who is not entitled to receive any  allocation  under the Plan
     (or would have received a lesser  allocation)  for the Plan Year because of
     his/her  Compensation  level or  because of  his/her  failure:  (i) to make
     elective  deferrals  under a  401(k)  arrangement;  (ii)  to make  Employee
     contributions;  or (iii) to  complete  1,000  Hours of Service or any other
     service  requirement the Employer  specifies in its Adoption Agreement as a
     condition to receive an allocation except for employment on the last day of
     the Plan Year.

     (h) "Permissive  Aggregation  Group" means the Required  Aggregation  Group
     plus any other qualified plans maintained by the Employer, but only if such
     group would satisfy in the aggregate the nondiscrimination  requirements of
     Code  ss.401(a)(4) and the coverage  requirements of Code ss.410.  The Plan
     Administrator will determine the Permissive Aggregation Group.

     (i) "Required  Aggregation  Group" means:  (i) each  qualified  plan of the
     Employer in which at least one Key Employee participates or participated at
     any time during the Determination Period (including  terminated plans); 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.

12.03 TOP-HEAVY MINIMUM ALLOCATION. The top-heavy minimum allocation requirement
applies to the Plan only in a Plan Year for which the Plan is top-heavy.  If the
Plan is top-heavy in any Plan Year:

     (a) Each Non-Key  Employee who is a  Participant  (as  described in Section
     12.02(g))  and  employed  by the  Employer on the last day of the Plan Year
     will receive a top-heavy minimum allocation for that Plan Year.

     (b) The  top-heavy  minimum  allocation is equal to 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
     nondiscrimination  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.

     (c) If, for a Plan Year, there are no allocations of Employer contributions
     or of  forfeitures  for any Key  Employee,  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.

12.04  DETERMINING  TOP-HEAVY  CONTRIBUTION  RATES. In determining under Section
12.03(b)  the  highest  contribution  rate  for  any  Key  Employee,   the  Plan
Administrator takes into account all Employer contributions  (including deferral
contributions and including  matching  contributions but not including  Employer
contributions to Social Security) and forfeitures allocated to the Participant's
Account for the Plan Year,  divided by his/her  Compensation for the entire Plan
Year.  For purposes of satisfying the Employer's  top-heavy  minimum  allocation
requirement,  the Plan  Administrator  disregards  the  elective  deferrals  and
matching contributions  allocated to a Non-Key Employee's Account in determining
the  Non-Key  Employee's  contribution  rate.  However,  the Plan  Administrator
operationally  may include in the  contribution  rate of a Non-Key  Employee any
matching   contributions   not   necessary  to  satisfy  the   nondiscrimination
requirements of Code ss.401(k) or of Code ss.401(m).

To determine a  Participant's  contribution  rate, the Plan  Administrator  must
treat all  qualified  top-heavy  defined  contribution  plans  maintained by the
Employer (or by any Related Employer) as a single plan.

12.05 PLAN WHICH WILL SATISFY  TOP-HEAVY.  The Plan will  satisfy the  top-heavy
minimum allocation requirement in accordance with the following requirements:

     (a) If the Employer  makes the top-heavy  minimum  allocation to this Plan,
     the Employer will make any necessary additional  contribution to this Plan.
     The Plan Administrator 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  Section  12.03  to  a  top-heavy   minimum   allocation   and  whose
     contribution  rate for the Plan  Year,  under  this Plan and any other plan
     aggregated  under  Section  12.02,  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
     Plan Administrator will allocate the additional contribution to the Account
     of the Participant on whose behalf the Employer makes the contribution.

     (b) If the Employer makes the top-heavy  minimum  allocation  under another
     plan, this Plan does not provide the top-heavy  minimum  allocation and the
     Plan  Administrator  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.

12.06  TOP-HEAVY  VESTING.  If the  Plan is  topheavy  and the  Employer  in its
Adoption Agreement does not elect immediate  vesting,  the Employer must elect a
topheavy (or modified  top-heavy)  vesting  schedule.  The  specified  top-heavy
vesting  schedule  applies to the Plan's  first  top-heavy  Plan Year and to all
subsequent Plan Years,  except as the Employer  otherwise elects in its Adoption
Agreement.  If the  Employer  elects  in its  Adoption  Agreement  to apply  the
specified  top-heavy  vesting  schedule  only in Plan Years in which the Plan is
top-heavy,  any  change  in the  Plan's  vesting  schedule  resulting  from this
election is subject to Section 5.11.

                                  ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer does
not have any  beneficial  interest in any asset of the Trust Fund and no part of
any asset in the  Trust  Fund may ever  revert to or be repaid to the  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 Fund,
be (at any time) used for, or diverted  to,  purposes  other than the  exclusive
benefit of the Participants or their Beneficiaries and for defraying  reasonable
expenses of administering the Plan.

However,   if  the  Commissioner  of  Internal  Revenue,   upon  the  Employer's
application  for initial  approval of this Plan,  determines  the Trust  created
under the Plan is not a qualified  trust  exempt from Federal  income tax,  then
(and only then) the Trustee, upon written notice from the Employer,  will return
the Employer's  contributions  (and the earnings  thereon) to the Employer.  The
immediately   preceding   sentence  applies  only  if  the  Employer  makes  the
application for the  determination  by the time prescribed by law for filing the
Employer's  tax return for the taxable  year in which the  Employer  adopted the
Plan, or by such later date as the Internal  Revenue Service may prescribe.  The
Trustee  must make the return of the  Employer  contribution  under this Section
13.01  within one year of a final  disposition  of the  Employer's  request  for
initial  approval of the Plan. The Employer's Plan and Trust will terminate upon
the Trustee's return of the Employer's contributions.

13.02  AMENDMENT BY EMPLOYER.  The Employer,  consistent with this Section 13.02
and other applicable Plan provisions, has the right, at any time:

     (a) To amend the  elective  provisions  of the  Adoption  Agreement  in any
     manner it deems necessary or advisable;

     (b) To add  overriding  language in the Adoption  Agreement to satisfy Code
     ss.ss.415 or 416 because of the required aggregation of multiple plans; and

     (c) To add model amendments  published by the Revenue Service (the adoption
     of  which  the  Revenue  Service  provides  will not  cause  the Plan to be
     individually designed).

(A) Amendment Formalities. The Employer must make all Plan amendments in writing
by means of  substituted  Adoption  Agreement  pages  or by  restatement  of the
Adoption  Agreement.  The Employer (and Trustee if the Trustee's written consent
to the  amendment  is  required  under  Section  10.03(G)),  must  execute a new
Adoption  Agreement  Execution Page each time the Employer amends the Plan. Each
amendment   must  specify  the  date  as  of  which  the   amendment  is  either
retroactively  or  prospectively  effective.  See Section 7.12 for the effect of
certain  amendments  adopted by the Employer which will result in the Employer's
Plan losing Prototype Plan status.

(B) Impermissible  Amendment/Protected  Benefits. An amendment may not authorize
or permit any of the Trust Fund (other  than the part  required to pay taxes and
reasonable administration expenses) to be used for or diverted to purposes other
than for the exclusive  benefit of the  Participants or their  Beneficiaries  or
estates.  An amendment  may not cause or permit any portion of the Trust Fund to
revert to or become a property of the  Employer.  Furthermore,  the Employer may
not make any amendment which affects the rights,  duties or  responsibilities of
the Trustee or of the Plan  Administrator  without  the  written  consent of the
affected Trustee or the Plan Administrator.

An  amendment  (including  the  adoption  of this  Plan as a  restatement  of an
existing plan) may not decrease a Participant's  Account Balance,  except to the
extent  permitted  under Code  ss.412(c)(8),  and except as provided in Treasury
regulations,   may  not  reduce  or  eliminate   Protected  Benefits  determined
immediately prior to the adoption date (or, if later, the effective date) of the
amendment.  An  amendment  reduces  or  eliminates  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 Plan  Administrator must disregard an amendment to the extent application of
the  amendment  would  fail  to  satisfy  this  Section  13.02(B).  If the  Plan
Administrator  must disregard an amendment  because the amendment  would violate
clause (1) or clause (2), the Plan Administrator 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 PROTOTYPE  PLAN SPONSOR.  The Prototype Plan Sponsor (or the
mass submitter, as agent of the Prototype Plan Sponsor),  without the Employer's
consent,  may amend the Plan and Trust,  from time to time,  in order to conform
the Plan and Trust to any  requirement for  qualification  of the Plan and Trust
under the Internal  Revenue Code.  The Prototype  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 Prototype Plan
Sponsor  may  not  amend  the  Plan  in  any  manner  which  would  violate  the
proscriptions of Section 13.02(B).  If the Prototype Plan Sponsor does not adopt
the amendments made by the mass  submitter,  it will no longer be the sponsor of
an identical or minor modifier Prototype Plan of the mass submitter.

13.04 PLAN  TERMINATION OR SUSPENSION.  The Employer subject to Section 13.02(B)
and by proper  Employer  action  has the  right,  at any  time,  to  suspend  or
discontinue  its  contributions  under the Plan and  thereafter  to  continue to
maintain  the Plan  (subject to such  suspension  or  discontinuance)  until the
Employer  terminates the Plan. The Employer  subject to Section  13.02(B) and by
proper  Employer  action has the right,  at any time, to terminate this Plan and
the Trust created and  maintained  under the Plan.  The Plan will terminate upon
the first to occur of the following:

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

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

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

13.06 POST TERMINATION PROCEDURE AND DISTRIBUTION.

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

(1) if the  Participant's  Vested  Account  Balance  does not exceed  $5,000 (or
exceeds $5,000 but is not "immediately distributable" in accordance with Section
6.01(A)(5)),  the Plan  Administrator  will direct the Trustee to  distribute in
cash (subject to Section  10.08) the  Participant's  Vested  Account  Balance to
him/her  in lump  sum as soon as  administratively  practicable  after  the Plan
terminates; and

(2) if the present value of the  Participant's  Vested Account  Balance  exceeds
$5,000 and is immediately distributable, the Participant or the Beneficiary, may
elect to have the  Trustee  commence  distribution  in cash  (subject to Section
10.08)  of  his/her   Vested   Account   Balance  in  a  lump  sum  as  soon  as
administratively  practicable  after the Plan terminates.  If a Participant with
consent  rights under this  paragraph  (2) does not elect an immediate  lump sum
distribution with spousal consent if required,  to liquidate the Trust, the Plan
Administrator  will purchase a deferred  annuity  contract for each  Participant
which protects the Participant's distribution rights under the Plan.

(B)  Profit  Sharing  Plan.  If the Plan is a profit  sharing  plan,  in lieu of
applying  Section  13.06(A) and the  distribution  provisions of Article VI, the
Plan  Administrator  will direct the Trustee to  distribute  in cash (subject to
Section 10.08) each Participant's  Vested Account Balance,  in lump sum, as soon
as administratively  practicable after the termination of the Plan, irrespective
of the Participant's  Vested Account Balance,  the Participant's age and whether
the Participant consents to that distribution. This paragraph does not apply if:
(1) the Plan at  termination  provides  an annuity  option  which is a Protected
Benefit and which the Employer may not eliminate by Plan amendment; 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,  may elect not
to have this paragraph apply.

(C)  Distribution  restrictions  under Code  ss.401(k).  If the Plan  includes a
401(k)  arrangement or if the Plan holds transferred assets described in Section
13.07  such that in either  case,  the  distribution  restrictions  of  Sections
14.03(d) and 14.11 apply, a Participant's  restricted balances are distributable
on account of Plan termination, as described in this Section 13.06, only if: (a)
the  Employer  does not  maintain a  successor  plan and the Plan  Administrator
distributes  the  Participant's  entire Vested Account Balance in a lump sum; or
(b) the  Participant  otherwise is entitled under the Plan to a distribution  of
his/her Vested Account Balance.

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.  However,  a plan is not a successor plan if less
than 2% of the Employees  eligible to  participate in the  terminating  Plan are
eligible to participate (beginning 12 months prior to and ending 12 months after
the Plan's termination date) in the potential successor plan.

(D) "Lost  Participants."  If the Plan  Administrator  is  unable to locate  any
Participant  or  Beneficiary  whose  Account  becomes  distributable  upon  Plan
termination,  the Plan  Administrator  will apply  Section  9.11 except  Section
9.11(B) does not apply.

(E) Continuing  Trust  Provisions.  The Trust will continue until the Trustee in
accordance with the direction of the Plan  Administrator  has distributed all of
the benefits under the Plan. On each valuation date, the Plan Administrator will
credit any part of a Participant's  Account  Balance  retained in the Trust with
its share of the Trust net  income,  gains or losses.  Upon  termination  of the
Plan, the amount, if any, in a suspense account under Article III will revert to
the Employer,  subject to the conditions of the Treasury regulations  permitting
such a reversion. A resolution or an amendment to discontinue all future benefit
accrual but otherwise to continue maintenance of this Plan, is not a termination
for purposes of this Section 13.06.

13.07  MERGER/DIRECT  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.  Except as provided in
Section  13.07(A),  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 (or from the other plan to this 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 transferring plan terminated  immediately  before the merger or
the  consolidation  or the  transfer.  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.

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  Plan
Administrator  and the Trustee must treat the Employee as a limited  Participant
as described in Section 4.04.

Sections  13.07(A)  and (B) are  effective  for  elective  transfers  made on or
following  September 6, 2000. Under an elective  transfer which is made pursuant
to Section 13.07(A) or (B), the Protected  Benefits in the transferring plan are
not  required to be  preserved  under  Section  13.02(B),  except as provided in
Section 13.07(B).

(A) Distributable  Event Elective Transfer.  The Trustee may consent to, or be a
party to, a merger,  consolidation or transfer of assets with another  qualified
plan in accordance with this Section 13.07(A).

A transfer between  qualified plans is a distributable  event elective  transfer
if:  (1)  the  Participant  has a  right  to  immediate  distribution  from  the
transferor plan; (2) the transfer is voluntary,  under a fully informed election
by the Participant;  (3) the Participant has an alternative that retains his/her
Protected  Benefits  (including  an  option  to  leave  his/her  benefit  in the
transferor  plan,  if that plan is not  terminating);  (4) the  transferor  plan
satisfies  applicable consent and joint and survivor annuity requirements of the
Code;   (5)  the   amount   transferred,   together   with  the  amount  of  any
contemporaneous  direct rollover of the  Participant's  remaining Vested Account
Balance,  constitutes the Participant's  entire Vested Account Balance;  (6) the
Participant  has a 100%  Vested  interest  in  the  transferred  benefit  in the
transferee  plan; and (7) if the transfer is from this Plan to a defined benefit
plan, the transferee plan provides a benefit for the affected  Participant equal
to the  benefit  (expressed  as an  annuity  payable at normal  retirement  age)
derived solely with respect to the transferred assets.

An elective  transfer  under this Section  13.07(A) may occur between  qualified
plans of any type. Any direct  transfer of assets from a defined benefit plan to
this Plan which does not  satisfy  the  requirements  of this  Section  13.07(A)
renders the Plan individually-designed. See Section 7.12.

Commencing  January 1, 2002, the Trustee may not undertake an elective  transfer
of a  Participant's  Account under this Section  13.07(A) if the  Participant is
eligible to receive an immediate  distribution  of his/her entire Vested Account
Balance which would consist  entirely of an eligible  rollover  distribution  as
described in Section 6.10(D).

(B) Transaction/Employment Change Elective Transfer. The Trustee may consent to,
or be a party to, a merger,  consolidation  or transfer  of assets with  another
qualified defined contribution plan in accordance with this Section 13.07(B).

A transfer is a  transaction  or  employment  change  transfer  irrespective  of
whether  the  Participant  has a right  to an  immediate  distribution  from the
transferor plan provided: (1) the transfer satisfies requirements (2) and (3) of
Section 13.07(A);  (2) the transfer only may occur as between plans described in
applicable Treasury regulations;  (3) the transfer must occur in connection with
a merger,  asset or stock acquisition,  or change in employment resulting in the
participant's loss of right to additional  allocations in the transferor plan or
in such other circumstances as described in applicable Treasury regulations; (4)
the transfer  must consist of the  Participant's  entire  Vested and  non-Vested
Account  Balance  within the transferor  plan; and (5) the transferee  plan must
protect the QJSA and QPSA benefits (if any) in the transferor plan.

(C) Other  Transfers.  Any  transfer  which is not an  elective  transfer  under
Sections 13.07(A) or 13.07(B) and which includes  Protected  Benefits is subject
to Section  13.02(B).  The trustee of the  transferee  plan in receipt of assets
which are Protected  Benefits must preserve the Protected Benefits in accordance
with applicable Treasury  regulations.  If the transferor plan contains a 401(k)
arrangement  with  restricted  balances  as  described  in Section  14.11,  such
balances remain subject in the transferee plan to the distribution  restrictions
described in Section  14.03(d).  Any transfer under this Section 13.07(C) from a
defined  benefit plan to this Plan must be in the form of the transfer of a paid
up  individual  annuity  contract  which  guarantees  the payment of benefits in
accordance with the transferor  plan.  Notwithstanding  any Plan language to the
contrary,  if this Plan is a target benefit or money purchase  pension plan, and
the Trustee  merges or the Employer  converts by amendment the Plan into another
type of defined contribution plan, the Employer  operationally may elect whether
to vest immediately the Participants' Account Balances.

                                  ARTICLE XIV
            CODE SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS

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

14.02  401(k)  ARRANGEMENT.  The  Employer  under  Article  III of its  Adoption
Agreement  will elect the terms of the 401(k)  arrangement  as described in Code
ss.401(k)(2),  if any, under the Plan. If the Plan is a  Standardized  Plan, the
401(k)  arrangement  must be a salary  reduction  arrangement.  If the Plan is a
Nonstandardized   Plan,  the  401(k)  arrangement  may  be  a  salary  reduction
arrangement or a cash or deferred arrangement, or both.

(A) Salary  Reduction  Arrangement.  If the Employer in its  Adoption  Agreement
Section  3.01  elects a  salary  reduction  arrangement,  a  Participant  (or an
Employee in anticipation of becoming a Participant)  may file a salary reduction
agreement with the Plan Administrator. The salary reduction agreement may not be
effective   earlier  than  the  following   date  which  occurs  last:  (1)  the
Participant's Plan Entry Date (or, in the case of a reemployed Employee, his/her
re-participation  date  under  Article  II);  (2)  the  execution  date  of  the
Participant's salary reduction  agreement;  (3) the date the Employer adopts the
401(k)  arrangement  by executing the Adoption  Agreement;  or (4) the effective
date of the 401(k) arrangement, as specified in the Adoption Agreement.

A salary  reduction  agreement must specify the dollar amount of Compensation or
percentage of Compensation the Participant wishes to defer. The salary reduction
agreement will apply only to Compensation  which becomes currently  available to
the Participant after the effective date of the salary reduction agreement.  The
Employer  will  apply  a  salary   reduction   election  to  the   Participant's
Compensation  as  determined  under  Section  1.07  (and  to  increases  in such
Compensation)   unless  the  Participant  elects  in  his/her  salary  reduction
agreement to limit the reduction to certain Compensation. The Plan Administrator
in the Plan's salary  reduction  agreement  form,  subject to the Plan terms and
applicable   Revenue  Service  guidance,   will  specify  additional  rules  and
restrictions applicable to a Participant's salary reduction agreement.

(B) Cash or Deferred  Arrangement.  If the  Employer in its  Adoption  Agreement
Section 3.02 elects a cash or deferred  arrangement,  a Participant may elect to
make a cash election against his/her  proportionate share of the Employer's cash
or deferred  contribution,  in accordance with the Employer's Adoption Agreement
elections.  A  Participant's  proportionate  share  of the  Employer's  cash  or
deferred   contribution  is  the  percentage  of  the  total  cash  or  deferred
contribution which bears the same ratio that the Participant's  Compensation for
the Plan Year bears to the total  Compensation of all  Participants for the Plan
Year. For purposes of determining each Participant's  proportionate share of the
cash  or  deferred  contribution,   a  Participant's   Compensation  is  his/her
Compensation  as  determined  under  Section  1.07,  excluding  any  effect  the
proportionate  share  may have on the  Participant's  Compensation  for the Plan
Year. The Plan Administrator 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/her  proportionate  share the  Participant  has
elected to receive in cash.

(C) Negative Election. The Employer in its Adoption Agreement may elect to apply
prospectively  to its Plan the  negative  election  provisions  of this  Section
14.02(C).  Under a negative election, the Employer automatically will reduce the
Compensation  of each  Participant who is not deferring an amount at least equal
to the negative election amount,  by the required election amount,  except those
Participants  who timely make a contrary  election  under  Section  14.02(C)(1).
Participants  deferring an amount equal to or greater than the negative election
amount are not  subject  to the Plan's  negative  election  provisions.  Amounts
deferred  under  negative  election  are treated as elective  deferrals  for all
purposes  under the Plan.  An  Employer  in its  Adoption  Agreement  must elect
whether the negative  election  applies to all  Participants as of the effective
date of the negative  election or only to Employees  whose Plan Entry Date is on
or following the effective date of the negative election.

(1) Participant's  contrary election. A Participant may at any time elect not to
defer any  Compensation  or to defer an amount  which is less than the  negative
election  amount  ("contrary  election").   A  Participant's  contrary  election
generally  is  effective  as of the first  payroll  period  for the month  which
follows the Participant's  contrary election.  However, a Participant may make a
contrary election which is effective:  (1) for the first payroll period in which
he/she becomes a Participant if the Participant makes a contrary election within
a  reasonable  period  following  the  Participant's  Entry  Date and before the
Compensation to which the election applies becomes currently  available;  or (2)
for the first payroll  period  following the  effective  date of the  Employer's
adoption of the negative  election,  if the Participant  makes contrary election
not later than the  effective  date of the negative  election.  A  Participant's
contrary election continues in effect until the Participant subsequently changes
his/her Salary Reduction Agreement.

(2) Negative election notice.  If the Employer in its Adoption  Agreement adopts
the negative election provision, the Plan Administrator must provide a notice to
each Eligible  Employee which explains the effect of the negative election and a
Participant's  right to make a contrary  election,  including  the procedure and
timing applicable to the contrary election.  The Plan Administrator must provide
the notice to an Eligible  Employee a reasonable period prior to that Employee's
commencement of  participation in the Plan subject to the negative  election.  A
Plan  Administrator also must notify annually those Participants then subject to
the negative election of the existing negative election deferral  percentage and
the Participant's right to make a contrary election, including the procedure and
timing applicable to the contrary election.

(D) Safe Harbor 401(k) Plan. The Employer in its Adoption Agreement may elect to
apply to its Plan the safe harbor provisions of this Section 14.02(D). Except as
otherwise provided in this Plan, in the Code or in other applicable guidance, an
Employer must elect the safe harbor plan provisions of this Section 14.02(D) and
must satisfy the applicable  notice  requirements  prior to the beginning of the
Plan Year to which the safe harbor  provisions  apply.  In  addition,  except as
otherwise indicated, the electing Employer must apply the safe harbor provisions
for the entire  safe  harbor  Plan  Year,  including  any short  Plan Year.  The
provisions   of  this   Section   14.02(D)   apply  to  an   electing   Employer
notwithstanding  any contrary provision of the Plan and all other remaining Plan
terms  continue to apply to the  Employer's  safe harbor plan. An Employer which
elects and  operationally  satisfies the safe harbor  provisions of this Section
14.02(D) is not subject to the  nondiscrimination  provisions  of Section  14.08
(ADP  test).   An  electing   Employer   which  provides   additional   matching
contributions   as   described  in  Section   14.02(D)(3)   is  subject  to  the
nondiscrimination  provisions of Section 14.09 (ACP test), unless the additional
matching  contributions  satisfy the ACP test safe harbor  described  in Section
14.02(D)(3).

(1)  Safe  Harbor  -  Compensation.  For  purposes  of  this  Section  14.02(D),
Compensation  is limited as  described  in Section  1.07(E) and for  purposes of
allocating  the Employer's  safe harbor  contribution  and safe harbor  matching
contribution,   the  Employer   must  elect  under  its  Adoption   Agreement  a
nondiscriminatory definition of Compensation as described in Section 1.07(F). An
Employer  in its  Adoption  Agreement  also may  elect to limit  the  amount  of
Compensation  which is subject to deferral to any reasonable  definition  which:
(a) permits a Participant to receive the maximum matching contribution,  if any,
available  under the Plan;  or (b)  limits  deferrals  under the Plan to a whole
percentage or dollar amount.

(2) Safe Harbor  Contributions/ADP  test safe harbor.  An Employer  which elects
under this  Section  14.02(D) to apply the safe harbor  provisions,  must make a
contribution  to the Plan which will  satisfy  the ADP test safe  harbor  ("safe
harbor contribution"). The Employer in its Adoption Agreement must elect whether
the Employer will make its safe harbor  contribution  in the form of: (a) a safe
harbor nonelective  contribution;  (b) a basic matching contribution;  or (c) an
enhanced  matching  contribution.  A safe harbor  nonelective  contribution is a
fixed nonelective  contribution in an amount the Employer elects in its Adoption
Agreement and must equal at least 3% of each Participant's Compensation. A basic
matching  contribution  is a  fixed  matching  contribution  equal  to 100% of a
Participant's  elective  deferrals which do not exceed 3% of Compensation,  plus
50% of  elective  deferrals  which  exceed  3%,  but  which do not  exceed 5% of
Compensation. An enhanced matching contribution is a fixed matching contribution
made in  accordance  with  any  formula  the  Employer  elects  in its  Adoption
Agreement under which, at any rate of elective deferrals, a Participant receives
a matching  contribution  which is at least  equal to the match the  Participant
would receive under the basic matching  contribution formula and under which the
rate of match does not  increase  as the rate of  deferrals  increases.  Under a
basic or enhanced  safe harbor  match,  a Highly  Compensated  Employee  may not
receive a greater rate of match than any  Nonhighly  Compensated  Employee.  The
Employer in its Adoption  Agreement  must elect the  applicable  time period for
computing the Employer's safe harbor basic or enhanced  matching  contributions.
The Plan  Administrator  must allocate the Employer's  safe harbor  contribution
without  regard  to  the  Section  3.06  allocation  conditions,  but  the  Plan
Administrator will not allocate a safe harbor  contribution where the allocation
would exceed a  Participant's  Code ss.ss.415 or 402(g)  limitation or where the
Participant is suspended from making  deferrals under Section  14.11(A)(1).  The
Plan   Administrator   must  allocate  the  safe  harbor   contribution  to  all
Participants unless the Employer in an Addendum to its Adoption Agreement elects
to limit the safe  harbor  allocation  to  Nonhighly  Compensated  Employees.  A
Participant's  Account Balance  attributable to safe harbor contributions at all
times 100%  Vested and subject to the  distribution  restrictions  described  in
Section  14.03(d).  An  Employer's  safe harbor  contribution  is not subject to
nondiscrimination  testing under Section 14.08 (ADP test) and if the safe harbor
contribution is in the form of a basic matching contribution,  it is not subject
to nondiscrimination testing under Section 14.09 (ACP test). The Employer in its
Adoption  Agreement  must  elect  whether to  satisfy  the ACP test safe  harbor
Section 14.02(D)(3)(a) amount limitation with respect to the Employer's enhanced
matching  contributions  or to test,  using current year  testing,  its enhanced
matching contributions under Section 14.09 (ACP test).

An Employer  electing  Section  14.02(D)  which in its Adoption  Agreement  also
elects to apply  permitted  disparity in allocating the  Employer's  nonelective
contributions,   may  not  include  within  the  permitted   disparity   formula
allocation, any of the Employer's safe harbor contributions.  An Employer in its
Adoption  Agreement  may elect to make the safe harbor  contribution  to another
defined contribution plan maintained by the Employer provided:  (i) the Employer
maintains its safe harbor 401(k) Plan using a  Nonstandardized  401(k)  Adoption
Agreement;  or (ii) the Employer makes its safe harbor  contribution  to another
defined contribution plan paired with the Employer's safe harbor 401(k) Plan.

(3) Additional  Matching  Contributions/ACP  test safe harbor. An Employer which
satisfies  the ADP test safe harbor under Section  14.02(D)(2),  in its Adoption
Agreement  may elect to make  matching  contributions  to the Plan  which are in
addition to the Employer's safe harbor contributions and which the Employer does
not  use  to   satisfy   the  ADP  test  safe   harbor   ("additional   matching
contributions").  The Employer in its Adoption  Agreement  must elect whether to
subject  the  additional  matching  contributions  to the ACP test  safe  harbor
requirements of this Section 14.02(D)(3), or for the Plan Administrator to test,
using  current  year  testing,   the  additional   matching   contributions  for
nondiscrimination  under  Section  14.09  (ACP  test).  Under  the ACP test safe
harbor:  (a) the Employer may not make matching  contributions with respect to a
Participant's  deferral contributions which exceed 6% of Plan Year Compensation;
(b) the  amount of any  discretionary  matching  contribution  allocated  to any
Participant  in Plan  Years  commencing  after  1999  may not  exceed  4% of the
Participant's Plan Year Compensation; (c) the rate of matching contributions may
not increase as the rate of deferrals increases;  and (d) subject to application
of any Section 3.06 allocation conditions, a Highly Compensated Employee may not
receive a greater rate of match than any  Nonhighly  Compensated  Employee.  The
Employer must elect in its Adoption  Agreement the vesting schedule,  allocation
conditions and distribution  provisions  applicable to the Employer's additional
matching contributions described in this Section 14.02(D)(3). If the Employer in
its Adoption  Agreement has elected to permit Employee  contributions  under the
Plan: (i) any Employee contributions do not satisfy the ACP test safe harbor and
the Plan Administrator must test the Employee  contributions under Section 14.09
(ACP test) using current year testing;  and (ii) if the Employer in its Adoption
Agreement elects to match the Employee contributions,  the Plan Administrator in
applying  the 6%  amount  limit in clause  (a) must  aggregate  a  Participant's
deferral  contribution  and Employee  contributions  which are subject to the 6%
limit.

(4) Safe Harbor  notice.  The Plan  Administrator  annually  must provide a safe
harbor notice to each  Participant  a reasonable  period prior to each Plan Year
for which the Employer in its Adoption  Agreement  has elected to apply the safe
harbor provisions. For this purpose, the Plan Administrator is deemed to provide
timely notice if the Plan Administrator provides the safe harbor notice at least
30 days and not more than 90 days prior to the beginning of the safe harbor Plan
Year. The safe harbor notice must provide  comprehensive  information  regarding
the Participants' rights and obligations under the Plan and must be written in a
manner  calculated to be understood by the average  Participant.  If an Employee
becomes  eligible to  participate in the Plan after the Plan  Administrator  has
provided the annual safe harbor notice,  the Plan Administrator must provide the
safe harbor notice no later than the  Employee's  Plan Entry Date. A Participant
may make or modify a salary reduction agreement under the Employer's safe harbor
401(k)  Plan for 30 days  following  receipt of the safe  harbor  notice,  or if
greater, for the period the Plan Administrator specifies in the salary reduction
agreement.

(5) Mid-year  changes in safe harbor  status.  The Employer may amend its 401(k)
Plan  during  any Plan Year to become a safe  harbor  plan  under  this  Section
14.02(D) for that Plan Year,  provided:  (a) the Plan then is using current year
testing;  (b) the Employer amends the Plan to add the safe harbor provisions not
later  than 30 days  prior  to the end of the Plan  Year  and to apply  the safe
harbor  provisions for the entire Plan Year; (c) the Employer  elects to satisfy
the safe  harbor  contribution  requirement  using the safe  harbor  nonelective
contribution;  and (d) the Plan Administrator  provides a notice to Participants
prior to the beginning of the Plan Year for which the safe harbor  amendment may
become  effective,  that the Employer  later may amend the Plan to a safe harbor
plan for that Plan Year using the safe harbor  nonelective  contribution  and if
the  Employer  so  amends  the  Plan,  the Plan  Administrator  will  provide  a
supplemental  notice to  Participants  at least 30 days prior to the end of that
Plan Year informing  Participants of the amendment.  The Plan Administrator then
must  timely  provide  any  supplemental  notice  required  under  this  Section
14.02(D)(5). Except as otherwise specified, the Participant notices described in
this Section  14.02(D)(5) also must satisfy the requirements  applicable to safe
harbor notices under Section 14.02(D)(4).

The Employer may amend its safe harbor  401(k) Plan during a Plan Year to reduce
or  eliminate  prospectively,  any  safe  harbor  contribution  which is a basic
matching or enhanced matching contribution (under Section 14.02(D)(2)) provided:
(i) the Plan Administrator  provides a notice to the Participants which explains
the  effect of the  amendment,  specifies  the  amendment's  effective  date and
informs  Participants  they will have a reasonable  opportunity  to modify their
salary reduction agreements,  and if applicable,  Employee  contributions;  (ii)
Participants  have a reasonable  opportunity  and period prior to the  effective
date of the  amendment  to modify  their  salary  reduction  agreements,  and if
applicable,  Employee  contributions;  and (iii) the  amendment is not effective
earlier than the later of: (a) 30 days after the Plan Administrator gives notice
of the amendment; or (b) the date the Employer adopts the amendment. An Employer
which  amends  its safe  harbor  Plan to  eliminate  or reduce  the safe  harbor
matching  contribution under this Section  14.02(D)(5),  or which terminates the
Plan under Section 13.04 effective  during the Plan Year, must continue to apply
all of the safe harbor requirements of this Section 14.02(D) until the amendment
or termination  becomes  effective and also must apply for the entire Plan Year,
using current year testing, the nondiscrimination  test under Section 14.08 (ADP
test), and if applicable,  the  nondiscrimination  test under Section 14.09 (ACP
test).

An Employer  maintaining a profit  sharing  plan,  stock bonus plan or pre-ERISA
money purchase pension plan may during a Plan Year amend  prospectively its Plan
to become a safe harbor 401(k) plan provided:  (a) the Employer's  Plan is not a
successor  plan  as  described  in  Notice  98-1  or any  subsequent  applicable
guidance;  (b) the 401(k)  arrangement is in effect for at least 3 months during
the Plan  Year;  (c) the Plan  Administrator  provides  the safe  harbor  notice
described in Section  14.02(D)(4) a reasonable  time prior to and not later than
the effective  date of the amendment;  and (d) the Plan satisfies  commencing on
the effective date of the amendment, all of the safe harbor requirements of this
Section 14.02(D).

(E) SIMPLE 401(k) Plan. The Employer in its Standardized Code ss.401(k) Adoption
Agreement  may  elect to apply  prospectively  to its  Plan  the  SIMPLE  401(k)
provisions of this Section  14.02(E) if: (1) the Plan Year is the calendar year;
(2) the Employer  (including  Related  Employers under Section 1.26) has no more
than  100  Employees  who  received  Compensation  of at  least  $5,000  in  the
immediately  preceding calendar year; and (3) the Employer does not maintain any
other  plan  as   described  in  Code   ss.219(g)(5),   with  respect  to  which
contributions  were made or  benefits  were  accrued  for Service by an eligible
Employee in the Plan Year to which the SIMPLE  401(k)  provisions  apply.  If an
electing  Employer fails for any subsequent  calendar year to satisfy all of the
foregoing  requirements,   including  where  the  Employer  is  involved  in  an
acquisition,  disposition  or  similar  transaction  under  which  the  Employer
satisfies Code ss.410(b)(6)(C)(1), the Employer remains eligible to maintain the
SIMPLE 401(k) Plan for two additional  calendar years following the last year in
which the Employer  satisfied the  requirements.  The provisions of this Section
14.02(E) apply to an electing Employer notwithstanding any contrary provision in
the Plan.

(1) SIMPLE - Compensation.  For purposes of this Section 14.02(E),  Compensation
is limited as described in Section  1.07(E) and: (a) in the case of an Employee,
means W-2 wages but  increased  by the  Employee's  elective  deferrals  under a
401(k) arrangement, SIMPLE IRA, SARSEP or 403(b) annuity; and (b) in the case of
a Self Employed  Individual,  means Earned Income  determined  without regard to
contributions made to this Plan.

(2) Participant deferral contributions.  Each eligible Employee may enter into a
salary reduction agreement to make deferral contributions into the SIMPLE 401(k)
Plan in an amount not exceeding  $6,000 per calendar  year, or such other amount
as in  effect  under  Code  ss.408(p)(2)(E).  A  Participant  may  elect to make
deferral  contributions  or modify a salary  reduction  agreement at any time in
accordance  with  the  Plan  Administrator's   SIMPLE  401(k)  salary  reduction
agreement  form, but must be provided at least 60 days prior to the beginning of
each SIMPLE Plan Year or  commencement  of  participation  for this  purpose.  A
Participant  also  may at  any  time  terminate  prospectively,  his/her  salary
reduction agreement applicable to the Employer's SIMPLE 401(k) Plan.

(3) Employer  SIMPLE 401(k)  contributions.  An Employer which elects under this
Section  14.02(E) to apply the SIMPLE  401(k)  provisions,  annually must make a
SIMPLE 401(k) contribution to the Plan as described in this Section 14.02(E)(3).
The Employer operationally must elect whether the Employer will contribute:  (1)
a matching contribution equal to each Participant's  deferral  contributions but
not  exceeding  3% of Plan Year  Compensation  or such lower  percentage  as the
Employer  may elect  under Code  ss.408(p)(2)(C)(ii)(II);  or (2) a  nonelective
contribution  equal to 2% of Plan Year  Compensation for each Participant  whose
Compensation is at least $5,000.  The Employer in its Adoption Agreement may not
elect  to  apply  any   Section   3.06   allocation   conditions   to  the  Plan
Administrator's allocation of Employer SIMPLE contributions.

(4) SIMPLE 401(k)  notice.  The Plan  Administrator  must provide notice to each
Participant  a  reasonable  period  of time  before  the 60th  day  prior to the
beginning of each SIMPLE 401(k) Plan Year, describing the Participant's deferral
election rights and the Employer's  matching or nonelective  contributions which
the Employer will make for the Plan Year described in the notice.

(5) Application of remaining Plan  provisions.  All  contributions to the SIMPLE
401(k) Plan are Annual Additions subject to the limitations set forth in Article
III. No  contributions  other than those  described in this Section  14.02(E) or
rollover  contributions  described  in  Section  4.04 may be made to the  SIMPLE
401(k) Plan. All  contributions to the SIMPLE 401(k) Plan are 100% Vested at all
times and in the event of a conversion of a non SIMPLE Plan into a SIMPLE 401(k)
Plan,  all Account  Balances in  existence  on the first day of the Plan Year to
which the SIMPLE 401(k)  provisions  apply,  become 100% Vested. A SIMPLE 401(k)
Plan is not subject to nondiscrimination  testing under Section 14.08 (ADP test)
or  Section  14.09  (ACP  test) of the Plan and is not  subject to the top heavy
provisions  of  Article  XII.  Except as  otherwise  described  in this  Section
14.03(E),  if an Employer  has elected in its  Adoption  Agreement  to apply the
SIMPLE 401(k) provisions of this Section 14.03(E),  the Plan  Administrator will
apply the remaining Plan provisions to Employer's Plan.

(F) Election not to participate.  A Participant's or Employee's  election not to
participate,  pursuant to Section 2.06,  includes  his/her right to enter into a
salary  reduction  agreement or to share in the allocation of a cash or deferred
contribution.

14.03 DEFINITIONS. For purposes of this Article XIV:

     (a) "Compensation" means, except as otherwise provided in this Article XIV,
     Compensation as defined for nondiscrimination purposes in Section 1.07(F).

     (b) "Current year testing"  means for purposes of the ADP test described in
     Section 14.08 and the ACP test described in Section 14.09,  the use of data
     from  the  testing  year in  determining  the ADP or ADP for the  Nonhighly
     Compensated Group.

     (c) "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.

     (d)  "Distribution  restrictions"  means  the  Employee  may not  receive a
     distribution  of the  restricted  balances  described in Section 14.11 (nor
     earnings  on  those  contributions)   except  in  the  event  of:  (1)  the
     Participant's  death,  Disability,   Separation  from  Service  (which  for
     purposes  of  this  Section  14.03(d),  means  as  the  Plan  Administrator
     determines under applicable  Revenue Service guidance,  including the "same
     desk" rule and Revenue  Ruling  2000-27 with respect to certain  asset sale
     transactions)  or  attainment  of  age  59  1/2,  (2)  financial   hardship
     satisfying Section 14.11(A), (3) Plan termination, without establishment of
     a successor defined contribution plan (other than an ESOP), (4) a sale by a
     corporate  Employer of substantially  all of the assets (within the meaning
     of Code  ss.409(d)(2))  used in a trade or  business  of the  Employer,  to
     another corporation,  but only to an Employee who continues employment with
     the  corporation  acquiring  those  assets,  or (5) a sale  by a  corporate
     Employer  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.  A distribution  described in clauses (3), (4) or (5) must be a
     lump sum distribution, and otherwise must satisfy Code ss.401(k)(10).

     (e) "Elective  deferrals" are all salary reduction  contributions  and that
     portion of any cash or deferred contribution which the Employer contributes
     to the Plan 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 an Employee  contribution at the
     time of deferral or contribution. Elective deferrals are 100% vested at all
     times.

     (f) "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 all or any portion of the Plan Year,  irrespective of whether
     he/she  actually  enters into such an agreement,  and a Participant  who is
     eligible for an allocation of the Employer's cash or deferred  contribution
     for the Plan Year. For purposes of the ACP test described in Section 14.09,
     an  eligible  Employee  is a  Participant  who is  eligible  to  receive an
     allocation of matching  contributions  (or would be eligible if he/she made
     the type of  contributions  necessary to receive an  allocation of matching
     contributions)   and  a  Participant  who  is  eligible  to  make  Employee
     contributions,  irrespective  of whether  he/she  actually  makes  Employee
     contributions.  An Employee  continues to be an eligible  Employee during a
     period the Plan suspends the Employee's right to make elective deferrals or
     Employee contributions following a hardship distribution.

     (g) "Employee  contributions"  are  nondeductible  contributions  made by a
     Participant and  designated,  at the time of  contribution,  as an Employee
     contribution.   Elective  deferrals  and  deferral  contributions  are  not
     Employee contributions. Employee contributions are subject to Article IV.

     (h) "Highly Compensated  Employee" means an eligible Employee who satisfies
     the definition in Section 1.14 of the Plan.

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

     (j)  "Matching  contributions"  are  contributions  made by the Employer on
     account of elective  deferrals under a 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.

     (k)  "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.

     (l) "Nonhighly  Compensated Employee" means an eligible Employee who is not
     a Highly Compensated Employee.

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

     (n) "Prior year  testing"  means for purposes of the ADP test  described in
     Section 14.08 and the ACP test described in Section 14.09,  the use of data
     from the Plan Year immediately prior to the testing year in determining the
     ADP or ACP for the Nonhighly Compensated Group.

     (o) "Qualified matching contributions" are matching contributions which are
     100%  Vested  at all  times  and  which  are  subject  to the  distribution
     restrictions described in Section 14.03(d).  Matching contributions are not
     100% Vested at all times if the Employee has a 100% Vested interest because
     of his/her 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 and are subject
     to the definition of qualified matching contributions.

     (p) "Qualified  nonelective  contributions"  are nonelective  contributions
     which  are  100%  Vested  at  all  times  and  which  are  subject  to  the
     distribution  restrictions  described  in  Section  14.03(d).   Nonelective
     contributions  are not 100% Vested at all times if the  Employee has a 100%
     Vested  interest  because of his/her  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  and are  subject  to the  definition  of  qualified
     nonelective contributions.

     (q) "Regular matching  contributions" are matching  contributions which are
     not qualified matching  contributions.

     (r) "Safe  harbor  contributions"  are  Employer  nonelective  or  matching
     contributions which the Plan Administrator  applies to satisfy the ADP test
     safe harbor under Code ss.401(k)(12)(B) or (C) and which are 100% Vested at
     all times and subject to the distribution restrictions described in Section
     14.03(d). Safe harbor contributions are not 100% Vested at all times if the
     Employee  has a 100% Vested  interest  because of his/her  Years of Service
     taken into account under a vesting schedule. Any nonelective  contributions
     allocated   to  a   Participant's   safe  harbor   contributions   Account,
     automatically  satisfy  and are  subject to the  definition  of safe harbor
     contributions.

     (s) "Salary reduction  agreement" is a written election by a Participant to
     make salary reduction contributions as described in Section 14.02(A).

     (t) "Salary reduction contributions" mean Employer contributions elected by
     a Participant to be made from the Participant's  Compensation pursuant to a
     salary reduction  agreement and which the Plan  Administrator must allocate
     to the electing Participant's Account.

     (u) "Testing  year" means for purposes of the ADP test described in Section
     14.08 and the ACP test described in Section 14.09,  the Plan Year for which
     the ADP or ACP test is being performed.

14.04 MATCHING CONTRIBUTIONS/  EMPLOYEE CONTRIBUTIONS.  The Employer in Adoption
Agreement Section 3.01 may elect to provide matching contributions. The Employer
in Adoption  Agreement  Section 4.02 also may elect to permit a  Participant  to
make Employee contributions.

14.05 DEFERRAL DEPOSIT  TIMING/EMPLOYER  CONTRIBUTION  STATUS. The Employer must
make  salary  reduction   contributions  to  the  Trust  after  withholding  the
corresponding  Compensation  from the  Participant at the earliest date on which
the  contributions  can  reasonably be segregated  from the  Employer's  general
assets.  Furthermore,  the  Employer  must  make to the Trust  salary  reduction
contributions, cash or deferred contributions, matching contributions (including
qualified matching  contributions),  qualified nonelective  contributions,  safe
harbor  contributions and SIMPLE contributions no later than the time prescribed
by the Code or  ERISA.  Salary  reduction  contributions  and  cash or  deferred
contributions  are  Employer  contributions  for all  purposes  under this Plan,
except  to the  extent  the Code  prohibits  the use of these  contributions  to
satisfy the qualification requirements of the Code.

14.06 SPECIAL  ACCOUNTING AND ALLOCATION  PROVISIONS.  To make allocations under
the Plan, the Plan Administrator must establish for each Participant, consistent
with  the  Employer's  elections  under  its  Adoption  Agreement,   a  deferral
contributions Account, a nonelective contributions Account, a qualified matching
contributions  Account,  a regular matching  contributions  Account, a qualified
nonelective  contributions  Account, a safe harbor  contributions  Account and a
SIMPLE contributions account.

(A)  Deferral  contributions.  The  Plan  Administrator  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
Plan  Administrator  will make this  allocation  as of the last day of each Plan
Year or more  frequently as it may determine to be  appropriate  and  consistent
with the Plan terms,  including  those  providing for  allocation of net income,
gain or loss.

(B) Matching contributions.  The Plan Administrator will allocate the Employer's
matching  contributions  as of the last day of each Plan Year or more frequently
as the Plan  Administrator  may determine to be appropriate  and consistent with
the Plan terms,  including those providing for allocation of net income, gain or
loss.  The Plan  Administrator  may not  allocate  any  fixed  or  discretionary
matching  contributions  with respect 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 (b) if the Plan Year is not a  calendar  year,  the
excess  deferrals  for a Plan Year are the last  elective  deferrals  made for a
calendar year. The Plan  Administrator may not allocate a matching  contribution
to a Participant's  Account to the extent the matching  contribution exceeds the
Participant's  Annual  Additions  limitation  in  Part  2 of  Article  III.  The
provisions of Section 3.05 govern the treatment of any matching contribution the
Plan  Administrator  allocates  contrary to this Section 14.06(B),  and the Plan
Administrator   will  compute  a  Participant's   ACP  under  Section  14.09  by
disregarding the forfeiture.

(1) Fixed match. To the extent the Employer makes matching contributions under a
fixed  matching  contribution  formula  set  forth  in the  Employer's  Adoption
Agreement, the Plan Administrator 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 specified  percentage or dollar amount on behalf of a Participant
based on that  Participant's  deferral  contributions or Employee  contributions
eligible for a match.  The Employer may  contribute  on a  Participant's  behalf
under a specific matching contribution formula only if the Participant satisfies
the  allocation  conditions  for  matching  contributions,  if any, the Employer
elects  in  Adoption  Agreement  Section  3.06.  The  Employer  in its  Adoption
Agreement  may  elect  whether  the Plan  Administrator  will  allocate  a fixed
matching  contribution  as a  qualified  matching  contribution  or as a regular
matching contribution.

(2) Discretionary match. To the extent the Employer makes matching contributions
under  a  discretionary  formula,  the  Plan  Administrator  will  allocate  the
discretionary  matching  contributions  to the Account of each  Participant  who
satisfies the  allocation  conditions,  if any, for matching  contributions  the
Employer  elects  in  Adoption   Agreement   Section  3.06.  The  allocation  of
discretionary  matching  contributions to a Participant's Account is in the same
proportion  that each  Participant's  deferral  contributions  bear to the total
deferral  contributions of all Participants.  If the discretionary  formula is a
tiered formula, the Plan Administrator will make this allocation separately with
respect to each tier of deferral  contributions,  allocating  in such manner the
amount  of the  matching  contributions  made with  respect  to that  tier.  The
Employer  operationally  may  direct  the Plan  Administrator  to  allocate  any
discretionary  match  as a  regular  matching  contribution  or  as a  qualified
matching contribution.

(3) Match on deferrals and Employee contributions.  If the matching contribution
formula applies both to deferral  contributions  and to Employee  contributions,
the matching contributions apply first to deferral contributions.

(C)  Qualified  nonelective   contributions.   If  the  Employer   operationally
designates a nonelective contribution to be a qualified nonelective contribution
for  the  Plan  Year,  the  Plan  Administrator  will  allocate  that  qualified
nonelective  contribution to the qualified nonelective  contributions Account of
each Participant eligible for an allocation of that designated contribution,  as
the Employer elects in Adoption Agreement Section 3.04.

(D) Nonelective contributions.  If the Employer makes a nonelective contribution
for the  Plan  Year  which  the  Employer  does  not  designate  as a  qualified
nonelective  contribution,  the Plan Administrator will allocate the nonelective
contribution in accordance with Adoption Agreement Section 3.04. For purposes of
the  nondiscrimination  tests described in Sections 14.08 (ADP test), 14.09 (ACP
test) and 14.10  (multiple use  limitation),  the Plan  Administrator  may treat
nonelective  contributions  allocated  under this Section  14.06(D) as qualified
nonelective contributions, if the contributions otherwise satisfy the definition
of qualified  nonelective  contributions.  The Employer,  to facilitate the Plan
Administrator's  correction of test failures  under  Sections  14.08,  14.09 and
14.10,   also  may  make  qualified   nonelective   contributions  to  the  Plan
irrespective  of whether the Employer in its Adoption  Agreement  has elected to
provide nonelective contributions.

(E) Safe harbor contributions.  If the Employer elects under Section 14.02(D) to
apply the safe harbor  provisions  to the Plan,  the Employer  will allocate the
safe  harbor  contributions  to the safe  harbor  contributions  Account of each
Participant  unless the Employer in an Addendum to its Adoption Agreement elects
to limit safe harbor allocations to Nonhighly Compensated Employees.

(F) SIMPLE  401(k) Plan  contributions.  If the Employer  elects  under  Section
14.02(E) to apply the SIMPLE 401(k)  provisions  to the Plan,  the Employer will
allocate  the  SIMPLE  contributions  to the  SIMPLE  contributions  Account  of
Participants  eligible  to  receive  an  allocation  of  the  Employer's  SIMPLE
contribution  (including  Participants  who  make  deferral  contributions),  as
specified in Section 14.02(E).

14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) Annual Elective Deferral Limitation.  An Employee's elective deferrals for a
calendar   year  may  not  exceed  the  Code   ss.402(g)   limitation   ("402(g)
limitation").  The 402(g)  limitation  is the greater of $7,000 or the  adjusted
amount  determined by the Secretary of the  Treasury.  If,  pursuant to a salary
reduction  agreement  or pursuant to a cash or deferral  election,  the Employer
determines  the  Employee's  elective  deferrals to the Plan for a calendar year
would exceed the 402(g)  limitation,  the Employer  will suspend the  Employee's
salary  reduction  agreement,  if any, until the following  January 1 and pay in
cash the portion of a deferral  election  which would  result in the  Employee's
elective deferrals for the calendar year exceeding the 402(g) limitation. If the
Plan   Administrator   determines  an  Employee's   elective  deferrals  already
contributed  to the Plan for a calendar year exceed the 402(g)  limitation,  the
Plan Administrator will distribute the amount in excess of the 402(g) limitation
(the  "excess  deferral"),  as  adjusted  for  allocable  income  under  Section
14.07(C),  no later than April 15 of the  following  calendar  year. If the Plan
Administrator  distributes the excess deferral by the appropriate  April 15, the
excess  deferral  is not an Annual  Addition  under  Article  III,  and the Plan
Administrator  may make the  distribution  irrespective  of any other  provision
under this Plan or under the Code. The Plan Administrator 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.  Elective  deferrals  distributed to an Employee as excess Annual
Additions in  accordance  with Article III are not taken into account  under the
Employee's 402(g) limitation.

(B) More than One Plan. If an Employee  participates  in another plan subject to
the 402(g) limitation under which he/she makes elective  deferrals pursuant to a
401(k) arrangement,  elective deferrals under a SARSEP,  elective  contributions
under a SIMPLE IRA or salary reduction  contributions to a tax-sheltered annuity
(irrespective  of whether the Employer  maintains the other plan),  the Employee
may provide to the Plan  Administrator a written claim for excess deferrals made
to the Plan 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 Plan  Administrator  receives a timely
claim, it will distribute the excess deferral (as adjusted for allocable income)
the Employee  has assigned to this Plan,  in  accordance  with the  distribution
procedure described in Section 14.07(A).

(C) Allocable Income.  For purposes of making a distribution of excess deferrals
pursuant to this Section  14.07,  allocable  income means net income or net loss
allocable  to the excess  deferrals  for the  calendar  year (but not beyond 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  Administrator  to  allocate  income  to  Participants'
Accounts.

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

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

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

(A)  Calculation  of ADP.  The ADP for a group is the  average  of the  separate
deferral  percentages  calculated for each eligible  Employee who is a member of
that group. An eligible  Employee's  deferral  percentage 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.  In  determining  the ADP, the Plan
Administrator must include any Highly  Compensated  Employee's excess deferrals,
as  described  in  Section  14.07(A),  to this Plan or to any other  Plan of the
Employer and the Plan  Administrator  will  disregard any Nonhighly  Compensated
Employee's excess deferrals. The Plan Administrator operationally may include in
the  ADP  test,  qualified  nonelective  contributions  and  qualified  matching
contributions  the Plan  Administrator  does not use in the ACP  test.  The Plan
Administrator,  under  prior year  testing,  may include  qualified  nonelective
contributions or qualified  matching  contributions in determining the Nonhighly
Compensated  Employee ADP only if the Employer  makes such  contribution  to the
Plan by the end of the testing  year and the Plan  Administrator  allocates  the
contribution  to the prior Plan Year. In  determining  whether the Plan's 401(k)
arrangement  satisfies  either ADP test, the Plan  Administrator  will use prior
year testing, unless the Employer in Adoption Agreement Appendices A or B elects
to use current  year  testing.  An Employer  may not change  from  current  year
testing  to  prior  year  testing  except  as  provided  in the Code or in other
applicable  guidance.  For the first  Plan Year the  Employer  permits  elective
deferrals  and the Plan is not a successor  plan (as  provided in the Code or in
other applicable guidance), under prior year testing, the prior year ADP for the
Nonhighly  Compensated  Group is 3% unless the  Employer  in an  Addendum to its
Adoption  Agreement  elects to use the actual  first year ADP for the  Nonhighly
Compensated Group.

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

(C)  Aggregation of certain 401(k)  arrangements.  If the Employer treats two or
more plans as a single plan for  coverage  or  nondiscrimination  purposes,  the
Employer  must  combine the 401(k)  arrangements  under such plans to  determine
whether the plans satisfy the ADP test. This aggregation rule applies to the ADP
determination  for all eligible  Employees,  irrespective of whether an eligible
Employee is a Highly Compensated Employee or a Nonhighly  Compensated  Employee.
An Employer may aggregate 401(k)  arrangements  under this Section 14.08(C) only
if the  plans  have the same  plan  years and use the same  testing  method.  An
Employer  may not  aggregate  an ESOP (or the  ESOP  portion  of a plan)  with a
non-ESOP  plan (or  non-ESOP  portion of a plan).  If the  Employer  aggregating
401(k) arrangements under this Section 14.08(C) is using prior year testing, the
Plan Administrator must adjust the Nonhighly Compensated Group ADP for the prior
year as provided in the Code or in other applicable guidance.

(D)  Characterization  of excess  contributions.  If,  pursuant to this  Section
14.08,  the  Plan  Administrator  has  elected  to  include  qualified  matching
contributions  in the  ADP  test,  the  excess  contributions  are  attributable
proportionately   to   deferral   contributions   and  to   qualified   matching
contributions allocated on the basis of those deferral  contributions.  The Plan
Administrator  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 Plan Administrator  determines
the Plan fails to satisfy the ADP test for a Plan Year, the Trustee, as directed
by the Plan Administrator, must distribute the excess contributions, as adjusted
for allocable income under Section 14.08(F), during the next Plan Year. However,
the  Employer  may  incur an excise  tax with  respect  to the  amount of excess
contributions  for a  Plan  Year  not  distributed  to  the  appropriate  Highly
Compensated  Employees during the first 2 1/2 months of that next Plan Year. The
excess contributions are the amount of deferral contributions made by the Highly
Compensated  Employees  which  causes  the Plan to fail the ADP  test.  The Plan
Administrator will determine the total amount of the excess contributions to the
Plan by starting with the Highly  Compensated  Employee(s)  who has the greatest
deferral  percentage,  reducing his/her  deferral  percentage (but not below the
next highest  deferral  percentage),  then, if necessary,  reducing the deferral
percentage of the Highly  Compensated  Employee(s) at the next highest  deferral
percentage level,  including the deferral  percentage of the Highly  Compensated
Employee(s) whose deferral percentage the Plan Administrator already has reduced
(but not below the next highest  deferral  percentage),  and  continuing in this
manner until the ADP for the Highly Compensated Group satisfies the ADP test.

After  the Plan  Administrator  has  determined  the total  excess  contribution
amount, the Trustee, as directed by the Plan Administrator, then will distribute
to each  Highly  Compensated  Employee  his/her  respective  share of the excess
contributions.  The Plan  Administrator  will determine each Highly  Compensated
Employee's share of excess contributions by starting with the Highly Compensated
Employee(s)  who has the highest dollar amount of elective  deferrals,  reducing
his/her  elective  deferrals  (but not below the next highest  dollar  amount of
elective deferrals), then, if necessary,  reducing the elective deferrals of the
Highly  Compensated  Employee(s)  at the next highest  dollar amount of elective
deferrals including the elective deferrals of the Highly Compensated Employee(s)
whose  elective  deferrals the Plan  Administrator  already has reduced (but not
below the next highest dollar amount of elective  deferrals),  and continuing in
this manner until the Trustee has distributed all excess contributions.

(F) Allocable  income.  To determine the amount of the  corrective  distribution
required under this Section  14.08,  the Plan  Administrator  must calculate the
allocable  income  for the Plan Year (but not beyond the Plan Year) in which the
excess contributions arose.  "Allocable income" means net income or net loss. To
calculate  allocable income for the Plan Year, the Plan Administrator will use a
uniform and  nondiscriminatory  method which reasonably reflects the manner used
by the Plan Administrator to allocate income to Participants' Accounts.

14.09 ACTUAL  CONTRIBUTION  PERCENTAGE  (ACP) TEST. For each Plan Year, the Plan
Administrator must determine whether the annual Employer matching  contributions
(other than qualified matching  contributions used in the ADP test under Section
14.08),  if any, and the Employee  contributions,  if any, satisfy either of the
following ACP tests:

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

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

(A)  Calculation  of ACP.  The ACP for a group is the  average  of the  separate
contribution  percentages  calculated for each eligible Employee who is a member
of that group. An eligible Employee's contribution percentage for a Plan Year is
the ratio of the eligible Employee's  aggregate  contributions for the Plan Year
to the Employee's Compensation for the Plan Year. "Aggregate  contributions" are
Employer matching  contributions  (other than qualified  matching  contributions
used in the ADP test under Section 14.08) and Employee contributions (as defined
in Section 14.03). The Plan  Administrator  operationally may include in the ACP
test, qualified nonelective contributions and elective deferrals not used in the
ADP  test.  The Plan  Administrator,  under  prior  year  testing,  may  include
qualified  nonelective  contributions  or qualified  matching  contributions  in
determining  the Nonhighly  Compensated  Employee ACP only if the Employer makes
such  contribution  to the  Plan by the end of the  testing  year  and the  Plan
Administrator  allocates the contribution to the prior Plan Year. In determining
whether the Plan  satisfies  either ACP test,  the Plan  Administrator  will use
prior year testing,  unless the Employer in Appendix A to its Adoption Agreement
elects to use the current year testing.  An Employer may not change from current
year  testing to prior year  testing  except as provided in the Code or in other
applicable  guidance.  For  the  first  Plan  Year  the  Plan  permits  matching
contributions or Employee contributions and the Plan is not a successor plan (as
defined in the Code or in other applicable guidance),  under prior year testing,
the prior year ACP for the Nonhighly Compensated Group is 3% unless the Employer
in an Addendum to its Adoption Agreement elects to use the actual first year ACP
for the Nonhighly Compensated Group.

(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/her  behalf  to any  other  plan  maintained  by the
Employer,  unless the other plan is an ESOP.  If the plans have  different  plan
years,   the  Plan   Administrator   will   determine  the  combined   aggregate
contributions on the basis of the plan years ending in the same calendar year.

(C)  Aggregation of certain 401(m)  arrangements.  If the Employer treats two or
more plans as a single for coverage or nondiscrimination  purposes, the Employer
must combine the 401(m)  arrangements  under such plans to determine whether the
plans  satisfy  the  ACP  test.  This   aggregation  rule  applies  to  the  ACP
determination  for all eligible  Employees,  irrespective of whether an eligible
Employee is a Highly Compensated Employee or a Nonhighly  Compensated  Employee.
An Employer may aggregate  401(m)  arrangements  under this Section  14.09(C) if
where the plans  have the same plan  year and use the same  testing  method.  An
Employer  may not  aggregate  an ESOP (or the  ESOP  portion  of a plan)  with a
non-ESOP  plan (or  non-ESOP  portion of a plan).  If the  Employer  aggregating
401(m) arrangements under this Section 14.09(C) is using prior year testing, the
Plan Administrator must adjust the Nonhighly Compensated Group ACP for the prior
year as provided in the Code or in other applicable guidance.

(D) Distribution of excess aggregate contributions.  The Plan Administrator will
determine  excess aggregate  contributions  after  determining  excess deferrals
under Section 14.07 and excess  contributions  under Section 14.08.  If the Plan
Administrator determines the Plan fails to satisfy the ACP test for a Plan Year,
the Trustee, as directed by the Plan  Administrator,  must distribute the Vested
excess aggregate  contributions,  as adjusted for allocable  income,  during the
next Plan Year.  However,  the  Employer may incur an excise tax with respect to
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  the ACP  test.  The  Plan  Administrator  will
determine  the total amount of the excess  aggregate  contributions  by starting
with  the  Highly  Compensated  Employee(s)  who has the  greatest  contribution
percentage,  reducing  his/her  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  Plan
Administrator  already has reduced (but not below the next highest  contribution
percentage),  and  continuing  in this  manner  until  the  ACP  for the  Highly
Compensated Group satisfies the ACP test.

After  the  Plan   Administrator  has  determined  the  total  excess  aggregate
contribution  amount, the Trustee, as directed by the Plan  Administrator,  then
will  distribute  (to the extent  Vested) to each  Highly  Compensated  Employee
his/her  respective  share  of the  excess  aggregate  contributions.  The  Plan
Administrator will determine each Highly Compensated  Employee's share of excess
aggregate  contributions by starting with the Highly Compensated Employee(s) who
has the highest dollar amount of aggregate contributions, reducing the amount of
his/her aggregate contributions (but not below the next highest dollar amount of
the  aggregate  contributions),  then,  if  necessary,  reducing  the  amount of
aggregate  contributions  of the  Highly  Compensated  Employee(s)  at the  next
highest  dollar  amount of  aggregate  contributions,  including  the  aggregate
contributions   of  the   Highly   Compensated   Employee(s)   whose   aggregate
contributions the Plan Administrator already has reduced (but not below the next
highest dollar amount of aggregate contributions), and continuing in this manner
until the Trustee has distributed all excess aggregate contributions.

(E) Allocable  income.  To determine the amount of the  corrective  distribution
required under this Section  14.09,  the Plan  Administrator  must calculate the
allocable  income  for the Plan Year (but not beyond the Plan Year) in which the
excess aggregate contributions arose. "Allocable income" means net income or net
loss. The Plan Administrator 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 Plan Administrator
will treat a Highly Compensated  Employee's  allocable share of excess aggregate
contributions  in the following  priority:  (1) first as attributable to his/her
Employee  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 Plan
Administrator  has  included  in  the  ACP  test;  and  (4)  last  to  qualified
nonelective  contributions  used in the  ACP  test.  To the  extent  the  Highly
Compensated  Employee's  excess  aggregate  contributions  are  attributable  to
matching contributions, and he/she is not 100% Vested in his/her Account Balance
attributable to matching  contributions,  the Plan Administrator will distribute
only the Vested portion and forfeit the nonVested portion. The Vested portion of
the Highly Compensated Employee's excess aggregate contributions attributable to
Employer  matching  contributions  is the total amount of such excess  aggregate
contributions  (as adjusted for allocable  income)  multiplied by his/her Vested
percentage  (determined  as of the  last  day of the Plan  Year  for  which  the
Employer made the matching contribution).

14.10 MULTIPLE USE LIMITATION.  If at least one Highly  Compensated  Employee is
includible in the ADP test under Section 14.08 and in the ACP test under Section
14.09, the sum of the Highly Compensated  Group's ADP and ACP may not exceed the
multiple use limitation.

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

(i) 125% of the greater of: (a) the ADP of the Nonhighly  Compensated  Group for
the prior Plan Year; or (b) the ACP of the Nonhighly  Compensated  Group for the
Plan  Year  beginning  with  or  within  the  prior  Plan  Year  of  the  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 Plan  Administrator,  in lieu of determining  the multiple use limitation as
the sum of (i) and (ii),  may elect to determine the multiple use  limitation as
the sum of (iii) and (iv):

(iii)125% of the lesser of: (a) the ADP of the Nonhighly  Compensated  Group for
the prior Plan Year; or (b) the ACP of the Nonhighly  Compensated  Group for the
Plan  Year  beginning  with  or  within  the  prior  Plan  Year  of  the  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).

If the  Employer  has elected in its  Adoption  Agreement  to use  current  year
testing,   the  multiple  use  limitation  is  calculated  using  the  Nonhighly
Compensated  Group's  current  Plan  Year  data.  The  Plan  Administrator  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 using
the  deemed  maximum  corrected  ADP and ACP  percentages  in the event the Plan
failed either or both tests.  If, after  applying this Section  14.10,  the Plan
Administrator  determines  the Plan has  failed  to  satisfy  the  multiple  use
limitation,  the Plan  Administrator  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 the Plan Administrator  determines in its
sole discretion.  This Section 14.10 does not apply unless, prior to application
of the multiple use  limitation,  the ADP and the ACP of the Highly  Compensated
Group  each  exceeds  125%  of the  respective  percentages  for  the  Nonhighly
Compensated Group.

14.11 DISTRIBUTION RESTRICTIONS. The Employer in Adoption Agreement Section 6.01
must elect the  distribution  events  permitted under the Plan. The distribution
events applicable to the Participant's deferral contributions Account, qualified
nonelective contributions Account,  qualified matching contributions Account and
safe harbor contributions  Account  (collectively,  "restricted  balances") must
satisfy the distribution restrictions described in Section 14.03(d).

(A) Hardship  Distributions from Deferral  Contributions  Account.  The Employer
must elect in Adoption  Agreement Section 6.01 whether a Participant may receive
hardship  distribution  (as  defined in  Section  6.09)  from  his/her  deferral
contributions  Account prior to the  Participant's  Separation  from Service.  A
hardship distribution from the deferral  contributions Account also must satisfy
the requirements of this Section 14.11(A).  A hardship  distribution  option may
not  apply  to a  Participant's  qualified  nonelective  contributions  Account,
qualified   matching   contributions   Account,   nor  to  his/her  safe  harbor
contributions Account except as provided in Paragraph (2).

(1) Restrictions. The following restrictions apply to a Participant who receives
a hardship  distribution from his/her deferral  contributions  Account:  (a) the
Participant  may not make elective  deferrals or Employee  contributions  to the
Plan  for  the  12-month   period   following  the  date  of  his/her   hardship
distribution;   (b)  the   distribution   may  not  exceed  the  amount  of  the
Participant's   immediate  and  heavy  financial  need  (including  any  amounts
necessary  to pay  any  federal,  state  or  local  income  taxes  or  penalties
reasonably  anticipated to result from the  distribution);  (c) the  Participant
must have obtained all distributions, other than hardship distributions, and all
nontaxable loans (determined at the time of the loan) currently  available under
this Plan and all other qualified plans maintained by the Employer;  and (d) the
Participant  must limit elective  deferrals  under this Plan and under any other
qualified plan maintained by the Employer,  for the  Participant's  taxable year
immediately  following  the taxable  year of the hardship  distribution,  to the
402(g) limitation (as described in Section 14.07),  reduced by the amount of the
Participant's  elective  deferrals  made in the  taxable  year  of the  hardship
distribution.  The suspension of elective  deferrals and Employee  contributions
described in clause (a) also must apply to all other  qualified plans and to all
nonqualified plans of deferred  compensation  maintained by the Employer,  other
than any  mandatory  employee  contribution  portion of a defined  benefit plan,
including  stock  option,  stock  purchase  and  other  similar  plans,  but not
including  health or welfare  benefit  plans  (other  than the cash or  deferred
arrangement portion of a cafeteria plan). The Plan Administrator,  absent actual
contrary knowledge,  may rely on a Participant's written representation that the
distribution  is on account of hardship  (as  defined in Section  6.09) and also
satisfies clause (b). In addition,  clause (c) regarding loans does not apply if
the loan to the Participant would increase the Participant's hardship need.

(2) Earnings. A hardship  distribution 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 withdrawal for a
hardship  distribution  only if the  Employer  in an  Addendum  to its  Adoption
Agreement  elects to permit  such  withdrawals.  The  Addendum  may  modify  the
December 31, 1988, date for purposes of determining  credited amounts,  provided
the date is not later than the end of the last Plan Year  ending  before July 1,
1989.

(B) Distributions after Separation from Service.

Following the  Participant's  Separation from Service,  the distribution  events
applicable  to the  Participant  apply  equally  to  all  of  the  Participant's
Accounts.

SPECIAL ALLOCATION AND VALUATION RULES. If the 401(k)  arrangement  provides for
salary reduction contributions,  if the Plan accepts Employee contributions,  or
if the Plan allocates matching  contributions as of any date other than the last
day of the Plan Year, the Employer in Adoption Agreement Sections 9.08 and 10.15
must elect the method the Plan  Administrator will apply to allocate net income,
gain or loss to such contributions made during the Plan Year and any alternative
valuation  dates for the different  Account  types which the Plan  Administrator
maintains under the Plan.
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{"company-data": {"conformed-name": "DELTA & PINE LAND CO", "cik": "0000902277", "assigned-sic": "0100", "irs-number": "621040440", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132985", "film-number": "06739332"}, "business-address": {"street1": "ONE COTTON ROW", "city": "SCOTT", "state": "MS", "zip": "38772", "phone": "6017423351"}, "mail-address": {"street1": "ONE COTTON ROW", "city": "SCOTT", "state": "MS", "zip": "38772"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM S-8
                               ------------------

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           DELTA AND PINE LAND COMPANY
             (Exact name of Registrant as specified in its charter)

              Delaware                             62-1040440
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)            Identification No.)

                                 One Cotton Row
                            Scott, Mississippi 38772
           (Address of Principal Executive Offices including zip code)

              DELTA AND PINE LAND COMPANY DEFINED CONTRIBUTION PLAN
                            (Full title of the plan)

                                Kenneth M. Avery
                     Vice President of Finance and Treasurer
                                 One Cotton Row
                                 Scott, MS 38772
                                 (662) 742-4000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                              Sam D. Chafetz, Esq.
               Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
                               165 Madison Avenue
                                Memphis, TN 38103
                                 (901) 577-2148
CALCULATION OF REGISTRATION FEE
------------------------------------------ --------------- --------------------- -------------------- -------------
                                                             Proposed maximum     Proposed maximum     Amount of
                                            Amount to be         offering        aggregate offering   registration
Title of securities to be registered       registered (1)   price per share (2)        price (2)           fee
------------------------------------------ ---------------- --------------------- -------------------- -------------
Common stock, par value $0.10 per share    1,000,000 shares         $29.77           $29,770,000         $3,186
------------------------------------------ ---------------- --------------------- -------------------- -------------
In  addition,  pursuant  to Rule 416(c)  under the  Securities  Act of 1933,  as
amended,  this  Registration  Statement also covers an  indeterminate  amount of
interests to be offered or sold pursuant to the plan.

     (1)  Includes  an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the plan as a result of any future stock split,  stock  dividend or similar
     adjustment of the Registrant's outstanding Common Stock.

     (2) Estimated  solely for the purpose of calculating the  registration  fee
     and, pursuant to paragraphs (c) and (h) of Rule 457, based upon the average
     of the high  and low  prices  of such  common  stock on the New York  Stock
     Exchange on  March 29, 2006, as reported on the Yahoo!  Finance web
     site.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The  documents   containing  the  information   specified  in  Part  I  of  this
Registration  Statement on Form S-8 will be sent or given to the participants in
the plan as specified  under Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities  Act").  Such documents are not required to be, and are
not  being,  filed by Delta  and Pine  Land  Company  (the  "Company")  with the
Securities and Exchange  Commission (the  "Commission"),  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Such  documents,  together with the documents
incorporated  by  reference  herein  pursuant  to  Item  3 of  Part  II of  this
Registration  Statement  on Form S-8,  constitute  a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

The  Company  has  filed  the  following  document(s)  with the  Commission  and
incorporates them herein by reference:

     1. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
     August 31, 2005, filed with the Commission on November 14, 2005.

     2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
     November  30, 2005,  filed on January 9, 2006;  and the  Company's  Current
     Reports on Form 8-K, filed on November 2, 2005,  December 6, 2005, December
     12, 2005 and January 6, 2006 and April 4,2006.

     3.  The  description  of  the  Company's  Common  Stock  contained  in  its
     Registration  Statement  on Form 8-A filed with the  Commission  on May 18,
     1993, and amended by Amendment No. 1 to the Registration  Statement on Form
     8-A filed with the Commission on June 24, 1993.

All reports and other documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold shall be deemed to be
incorporated  herein by  reference  and to be a part hereof from the date of the
filing of such reports and documents.

Any statement contained in a document  incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

The Company will provide, without charge, to each plan participant a copy of the
documents  incorporated  by reference in Item 3 of Part II of this  registration
statement,  upon  written  or  oral  request.  Further,  we  will  provide  plan
participants,  without  charge,  upon written or oral request,  other  documents
required to be  delivered  pursuant to  Commission  Rule 428(b).  Telephone  and
written  requests  should be  directed  to Delta and Pine  Land  Company,  Attn:
Kenneth M.  Avery,  Vice  President  of Finance and  Treasurer,  One Cotton Row,
Scott, Mississippi 38772, (662) 742-4000.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The  legality  of the common  stock  offered  hereby  has been  opined by Baker,
Donelson,  Bearman,  Caldwell & Berkowitz,  PC, counsel for the Company  ("Baker
Donelson"),  165 Madison Avenue,  Suite 2000,  Memphis,  Tennessee 38103.  Baker
Donelson was not employed on a contingent basis for its opinion, did not receive
a substantial interest, directly or indirectly, in the Company, or any parent or
subsidiary  and was not and is not connected  with the Registrant as a promoter,
managing underwriter, voting trustee, director, officer or employee.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General  Corporation Law (the "DGCL") provides that,
among other things,  a corporation may indemnify  directors and officers as well
as other employees and agents of the  corporation  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with  specified  actions,   suits  or  proceedings,   whether  civil,  criminal,
administrative  or  investigative  (other  than action by or in the right of the
corporation, a "derivative action"), if they acted in good faith and in a manner
they  reasonably  believed to be in or not opposed to the best  interests of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends to expenses (including  attorneys' fees) incurred in connection with the
defense or settlement of such actions,  and the statute  requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the  corporation.  The statute  provides that it is not
exclusive  of other  indemnification  that  may be  granted  by a  corporation's
bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Section  102(b)(7)  of  the  DGCL  permits  a  corporation  to  provide  in  its
certificate of incorporation  that a director of such  corporation  shall not be
personally  liable to the corporation or its  stockholders  for monetary damages
for breach of fiduciary  duties as a director,  except for liability (i) for any
transaction from which the director derives an improper personal  benefit,  (ii)
for acts or omissions not in good faith or that involve  intentional  misconduct
or a knowing  violation  of law,  (iii) under  Section 174 of the DGCL  (certain
illegal distributions) or (iv) for any breach of a director's duty of loyalty to
the company or its  stockholders.  The Ninth Article of Restated  Certificate of
Incorporation of the Company includes such a provision.

The Ninth  Article of  Restated  Certificate  of  Incorporation  of the  Company
provides:

A. A director of the Company  shall not be  personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the Company or its  stockholders,  (ii) for acts or omissions  not in
good faith or which involved  intentional  misconduct or a knowing  violation of
law,  (iii) for any  transaction  from which the  director  derived an  improper
personal benefit,  or (iv) under Section 174 of the DGCL. If the DGCL is amended
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 the DGCL,  as so
amended. Any repeal or modification of this Section A by the stockholders of the
Company shall not adversely  affect any right or protection of a director of the
Company existing at the time of such repeal or modification.

B. (1) Each  person  who was or is made a party  or is  threatened  to be made a
party to or is involved in any  action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact  that he or she or a person  of whom he or she is the  legal
representative is or was a director, officer or employee of the Company or is or
was  serving at the request of the  Company as a  director,  officer,  employee,
agent or in any other capacity of another corporation or of a partnership, joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans,  whether the basis of such  proceeding  is alleged  action in an
official  capacity  as a  director,  officer,  employee or agent or in any other
capacity  while  serving as a director,  officer,  employee  or agent,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the DGCL as the same exists or may hereafter be amended (but, in the case of any
such  amendment,  only to the extent that such amendment  permits the Company to
provide  broader  indemnification  rights than said law permitted the Company to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection  therewith if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful,  and
such  indemnification  shall  continue  as to a person  who has  ceased  to be a
director,  officer,  employee  or agent and shall inure to the benefit of his or
her heirs,  executors  and  administrators;  provided,  further,  that except as
provided in paragraph (2) of this Section B with respect to proceedings  seeking
to enforce rights to  indemnification,  the corporation shall indemnify any such
person only if such  proceeding (or part thereof) was authorized by the Board of
Directors  of the Company by a majority  vote of a quorum of the  directors  who
were not parties to such action,  suit or  proceeding,  or if such quorum is not
obtainable, by the stockholders.  The right to indemnification conferred in this
Section B shall be a contract  right and shall  include  the right to be paid by
the Company  and the  expenses  incurred in  defending  any such  proceeding  in
advance of its final disposition;  provided, however, that if the DGCL requires,
the  payment of such  expenses  incurred  by a director or officer in his or her
capacity  as a  director  or  officer  (and not in any other  capacity  in which
service  was or is  rendered  by  such  person  while  a  director  or  officer,
including,  without limitation,  service to an employee benefit plan) in advance
of the final  disposition  of a proceeding,  shall be made only upon delivery to
the Company of an  undertaking  by or on behalf of such director or officer,  to
repay all amounts so advanced if it shall  ultimately  be  determined  that such
director or officer is not  entitled to be  indemnified  under this Section B or
otherwise.

(2) If a claim under  paragraph (1) of this Section B is not paid in full by the
Company  within  thirty  days  after a written  claim has been  received  by the
Company,  the claimant may at any time thereafter bring suit against the Company
to recover  the unpaid  amount of the claim and,  if  successful  in whole or in
part,  the claimant shall be entitled to be paid also the expense of prosecuting
such  claim.  It shall be a defense  to any such  action  (other  than an action
brought to enforce a claim for expenses  incurred in defending any proceeding in
advance  of its final  disposition  where the  required  undertaking,  if any is
required,  has been  tendered to the Company)  that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the Company to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense shall be on the Company.  Neither the failure of the Company  (including
its Board of Directors,  independent legal counsel or stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable   standard  of  conduct  set  forth  in  the  DGCL,   nor  an  actual
determination  by the Company  (including  its Board of  Directors,  independent
legal  counsel or  stockholders)  that the claimant has not met such  applicable
standard  of conduct  shall be a defense  to the action or create a  presumption
that the claimant has not met the applicable standard of conduct.

(3) The  right to  indemnification  and the  payment  of  expenses  incurred  in
defending a  proceeding  in advance of its final  disposition  conferred in this
Section B shall not be exclusive of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   certificate  of
incorporation,   By-Law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

(4) The Company may maintain  insurance,  at its expense,  to protect itself and
any director,  officer, employee or agent of the Company or another corporation,
partnership,  joint  venture,  trust or other  enterprise  against any  expense,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the DGCL.

(5) The Company may, to the extent  authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to be paid by the Company
the  expenses  incurred  in  defending  any  proceeding  in advance of its final
disposition, to any agent of the Company to the fullest extent of the provisions
of this  Section  B with  respect  to the  indemnification  and  advancement  of
expenses of directors, officers, and employees of the Company.

The Company has liability insurance policies in effect that cover certain claims
against any officer or director of the Company by reason of certain  breaches of
duty,  neglect,  errors  or  omissions  committed  by such  person in his or her
capacity as an officer or director.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

     Exhibit Description

     4.1 Delta and Pine Land Company Defined Contribution Plan.

     4.2  Certificate of Designation,  Convertible  Preferred Stock of Delta and
     Pine Land Company.*

     4.3 Specimen Certificate representing the Common Stock, par value $0.10 per
     share.**

     4.4 Rights Agreement,  dated as of August 13, 1996,  between Delta and Pine
     Land Company and Harris Trust and Savings Bank, including the form of Right
     Certificate  and related  form of Election to Purchase as Exhibit A and the
     Summary of Rights to Purchase Preferred Shares as Exhibit B.***

     4.5  Amendment  No. 1 to the Rights  Agreement  dated May 8,  1998,  by and
     between  Delta and Pine  Land  Company  and the  Harris  Trust and  Savings
     Bank.****

     4.6  Amendment  No. 2 to the  Rights  Agreement  dated  May 8,  1998 by and
     between  Delta and Pine  Land  Company  and the  Harris  Trust and  Savings
     Bank.*****

     4.7  Certificate of Designations of the rights and privileges of the shares
     of junior  participating  preferred stock created on August 13, 1996, to be
     filed pursuant to Section 151 of the Delaware General Corporation Law.***

     5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC as to the
     legality of the shares being registered.

     23.1 Consent of KPMG LLP.

     23.2  Consent  of  Baker,  Donelson,  Bearman,  Caldwell  &  Berkowitz,  PC
     (included in Exhibit 5.1 to the Registration Statement.).

     24.1 Power of Attorney (included with signatures).

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

     *  Incorporated  by reference to the Company's  Current Report on Form 8-K,
     filed  with the  Commission  on  February  19,  1996.

     **  Incorporated  by reference to the Company's  Annual Report on Form 10-K
     for the year ended August 31, 2004,  filed with the  Commission on November
     15, 2004.  ***  Incorporated  by reference  to the  Company's  Registration
     Statement on Form 8-A, filed with the Commission on September 3, 1996.

     **** Incorporated by reference to the Company's Current Report on Form 8-K,
     filed with the Commission on May 14, 1998.

     ***** Incorporated by reference to the Company's Annual Report on form 10-K
     for the year ended August 31, 1998,  filed with the  Commission on November
     24, 1998.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

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

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

          (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.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of the  securities  offered  would not  exceed  what was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range may be  reflected in the form of a
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          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 sections (a)(1)(i) and (a)(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  (the  "Exchange  Act")  that are
     incorporated by reference in this registration statement;

     (2) That, for the purpose of determining any liability under the Securities
     Act,  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; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  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.

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

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  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 City of Scott,  State of Mississippi,  on this 4th day of April,
2006.

                          DELTA AND PINE LAND COMPANY.

                                    By: /s/ Kenneth M. Avery
                                        ---------------------------------------
                                        Vice President of Finance and Treasurer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS that the  undersigned  officers and directors of
Delta and Pine Land  Company,  a Delaware  corporation,  hereby  constitute  and
appoint  Kenneth M. Avery the true and lawful agent and  attorney-in-fact,  with
all power of substitution and  resubstitution,  to sign for the undersigned,  in
their respective names as officers and directors of the corporation, one or more
registration statements on Form S-8 (or other appropriate form) to be filed with
the Securities and Exchange Commission,  Washington,  D.C., under the Securities
Act of 1933, as amended,  and any  amendment or supplement to such  registration
statement,  relating to the Defined  Contribution  Plan;  hereby  ratifying  and
confirming  all  acts  taken  by  such  agent  and  attorney-in-fact  as  herein
authorized.

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated, and as of the date first written above.
Signature                                    Title

/s/ Jon E. M. Jacoby                         Chairman of the Board
---------------------------------------
Jon E. M. Jacoby

/s/ W. Thomas Jagodinski                     President, Chief Executive Officer and Director
---------------------------------------
W. Thomas Jagodinski                         (Principal Executive Officer)

/s/ Kenneth M. Avery                         Vice President of Finance and Treasurer
---------------------------------------
Kenneth M. Avery                             (Principal Financial Officer)

/s/ F. Murray Robinson                       Vice Chairman and Director
---------------------------------------
F. Murray Robinson

/s/ Stanley P. Roth                          Vice Chairman and Director
---------------------------------------
Stanley P. Roth

/s/ Nam-Hai Chua                             Director
---------------------------------------
Nam-Hai Chua

/s/ Joseph M. Murphy                         Director
---------------------------------------
Joseph M. Murphy

/s/ Rudi E. Scheidt                          Director
---------------------------------------
Rudi E. Scheidt
Exhibit 4.1

              DELTA AND PINE LAND COMPANY DEFINED CONTRIBUTION PLAN

Wells  Fargo Bank  Texas,  N.A.,  in its  capacity as  Prototype  Plan  Sponsor,
establishes  this Prototype 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  Prototype 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 Plan. If an Employee's
employment with the Employer  terminates  prior to the restated  Effective Date,
that Employee is entitled to benefits  under the Plan as the Plan existed on the
date of the Employee's termination of employment.

ARTICLE I
                                   DEFINITIONS

1.01 "Account" means the separate Account(s) which the Plan Administrator or the
Trustee maintains under the Plan for a Participant.

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

1.03  "Accounting  Date"  means  the  last  day  of  the  Plan  Year.  The  Plan
Administrator  will  allocate  Employer  contributions  and  forfeitures  for  a
particular  Plan Year as of the  Accounting  Date of that Plan Year, and on such
other dates, if any, as the Plan Administrator  determines,  consistent with the
Plan's allocation conditions and other provisions.

1.04 "Adoption  Agreement" means the document executed by each Employer adopting
this Plan.  References to Adoption Agreement within this basic plan document are
to the Adoption  Agreement as  completed  and executed by a particular  Employer
unless the context clearly indicates otherwise.  An adopting Employer's Adoption
Agreement  and this basic plan  document  together  constitute a single Plan and
Trust  of the  Employer.  Each  elective  provision  of the  Adoption  Agreement
corresponds (by its parenthetical  section reference) to the section of the Plan
which grants the election.  Each Adoption  Agreement  offered under this Plan is
either a  Nonstandardized  Plan or a  Standardized  Plan,  as identified in that
Adoption  Agreement.  The  provisions  of this Plan apply in the same  manner to
Nonstandardized Plans and to Standardized Plans unless otherwise specified.  All
section  references within an Adoption  Agreement are Adoption Agreement section
references unless the context clearly indicates otherwise.

1.05 "Beneficiary" means a person designated by a Participant or by the Plan 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 to the  Beneficiary  his/her Plan benefit.  A
Beneficiary's  right to (and the Plan  Administrator's  or a  Trustee's  duty to
provide to the  Beneficiary)  information  or data  concerning the Plan does not
arise until the  Beneficiary  first becomes  entitled to receive a benefit under
the Plan.

1.06 "Code"  means the Internal  Revenue  Code of 1986,  as amended and includes
applicable Treasury regulations.

1.07  "Compensation"  means a Participant's W-2 wages, Code ss.3401(a) wages, or
415 compensation except, in the case of a Self-Employed Individual, Compensation
means  Earned  Income as defined in Section  1.09.  The Employer in its Adoption
Agreement must specify which definition of Compensation (Section 1.07(A), (B) or
(C))  applies  under the Plan and any  modifications  thereto,  for  purposes of
contribution  allocations  under  Article  III.  Any  reference  in the  Plan to
Compensation  is a reference to the definition in this Section 1.07,  unless the
Plan  reference,  or the  Employer  in its  Adoption  Agreement,  modifies  this
definition.  The Plan  Administrator  will take into account  only  Compensation
actually  paid during (or as  permitted  under the Code,  paid for) the relevant
period.  A  Compensation  payment  includes  Compensation  paid by the  Employer
through another person under the common paymaster  provisions in Code ss.ss.3121
and 3306.  Compensation,  unless otherwise  specified in the Adoption Agreement,
does not include any form of remuneration  (including severance pay and vacation
pay) paid to the  Participant  after the  Participant  incurs a Separation  from
Service.

(A) W-2  Wages.  W-2  wages  means  wages for  federal  income  tax  withholding
purposes,  as  defined  under Code  ss.3401(a),  plus all other  payments  to an
Employee  in the  course  of the  Employer's  trade or  business,  for which the
Employer must furnish the Employee a written  statement  under Code  ss.ss.6041,
6051 and  6052,  but  determined  without  regard to any  rules  that  limit the
remuneration included in wages based on the nature or location of the employment
or services  performed  (such as the  exception for  agricultural  labor in Code
ss.3401(a)(2)).

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

(C)  Code  ss.415  Compensation   (current  income   definition).   Code  ss.415
compensation means the Employee's 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 to the extent that the
amounts  are  includible  in  gross  income  (including,  but  not  limited  to,
commissions  paid  salespersons,  compensation  for  services  on the basis of a
percentage of profits,  commissions on insurance premiums, tips, bonuses, fringe
benefits and  reimbursements or other expense  allowances under a nonaccountable
plan as described in Treas. Reg. ss.1.62-2(c)).

Code ss.415 compensation does not include:

     (a) Employer contributions 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,  Employer contributions on behalf of
     an  Employee  to a  Simplified  Employee  Pension  Plan to the extent  such
     contributions  are  excludible  from the Employee's  gross income,  and any
     distributions from a plan of deferred  compensation,  regardless of whether
     such  amounts  are  includible  in the gross  income of the  Employee  when
     distributed.

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

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

     (d) Other amounts which receive special tax benefits,  such as premiums for
     group term life insurance (but only to the extent that the premiums are not
     includible in the gross income of the Employee),  or contributions  made by
     an Employer (whether or not under a salary reduction  agreement) toward 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).

     (D) Elective  Contributions.  Compensation under Sections 1.07(A),  1.07(B)
     and 1.07(C)  includes  Elective  Contributions  unless the  Employer in its
     Adoption  Agreement  elects to exclude  Elective  Contributions.  "Elective
     Contributions"  are amounts  excludible  from the  Employee's  gross income
     under Code ss.ss.125,  132(f)(4),  402(e)(3),  402(h)(2), 403(b), 408(p) or
     457, and  contributed  by the Employer,  at the Employee's  election,  to a
     cafeteria  plan, a qualified  transportation  fringe benefit plan, a 401(k)
     arrangement,  a SARSEP,  a tax-sheltered  annuity,  a SIMPLE plan or a Code
     ss.457 plan.  Notwithstanding the preceding sentence,  amounts described in
     ss.132(f)(4) are not Elective  Contributions  until Plan Years beginning on
     or after January 1, 2001, unless the Plan  Administrator  operationally has
     included  such amounts  effective  as of an earlier Plan Year  beginning no
     earlier than January 1, 1998.

     (E)  Compensation   Dollar   Limitation.   For  any  Plan  Year,  the  Plan
     Administrator in allocating  contributions  under Article III or in testing
     the Plan for nondiscrimination, cannot take into account more than $150,000
     (or such larger or smaller amount as the  Commissioner of Internal  Revenue
     may  prescribe)  of any  Participant's  Compensation.  Notwithstanding  the
     foregoing,  an  Employee  under a  401(k)  arrangement  may  make  elective
     deferrals  with  respect  to  Compensation  which  exceeds  the  Plan  Year
     Compensation  limitation,  provided such deferrals  otherwise  satisfy Code
     ss.402(g) and other applicable limitations.

     (F)  Nondiscrimination.  For  purposes  of  determining  whether  the  Plan
     discriminates in favor of Highly Compensated Employees,  Compensation means
     Compensation  as defined in this  Section  1.07,  except:  (1) the Employer
     annually  may  elect  operationally  to  include  or  to  exclude  Elective
     Contributions,  irrespective  of the  Employer's  election in its  Adoption
     Agreement regarding Elective Contributions;  and (2) the Plan Administrator
     will disregard any elections  made in the  "modifications  to  Compensation
     definition"  section of Adoption  Agreement  Section 1.07.  The  Employer's
     election  described  in clause  (1) must be  consistent  and  uniform  with
     respect to all Employees  and all plans of the Employer for any  particular
     Plan Year. 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.  Furthermore,  for
     nondiscrimination  purposes,  including  the  computation  of an Employee's
     actual  deferral  percentage  ("ADP")  or  actual  contribution  percentage
     ("ACP"),  the Plan  Administrator may limit Compensation taken into account
     to Compensation received only for the portion of the Plan Year in which the
     Employee  was a  Participant  and only for the  portion of the Plan Year in
     which the Plan or the 401(k) arrangement was in effect.

1.08  "Disability"  means  the  Participant,  because  of a  physical  or mental
disability,  will be unable to perform the duties of his/her customary  position
of employment (or is unable to engage in any substantial  gainful  activity) for
an  indefinite  period which the Plan  Administrator  considers  will be of long
continued  duration.  A  Participant  also is  disabled  if  he/she  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. A Participant is
disabled on the date the Plan Administrator determines the Participant satisfies
the definition of Disability.  The Plan  Administrator may require a Participant
to submit to a physical  examination  in order to confirm  Disability.  The Plan
Administrator   will  apply  the   provisions   of  this   Section   1.08  in  a
nondiscriminatory,  consistent and uniform  manner.  The Employer may provide an
alternative definition of Disability in an Addendum to its Adoption Agreement.

1.09 "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  Self-Employed  Individual  are  a  material  income
producing  factor.  The Plan  Administrator  will determine net earnings without
regard to items excluded from gross income and the deductions allocable to those
items.  The Plan  Administrator  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  after  the  deduction   allowed  to  the
Self-Employed Individual under Code ss.164(f) for self-employment taxes.

1.10  "Effective  Date"  of this  Plan is the  date  specified  in the  Adoption
Agreement  unless  otherwise for a specified  purpose provided within this basic
plan  document or within (as part of the  Adoption  Agreement)  a  Participation
Agreement, an Addendum, or within Appendices A or B.

1.11 "Employee" means any common law employee,  Self-Employed Individual, Leased
Employee or other  person the Code treats as an  employee  of the  Employer  for
purposes  of the  Employer's  qualified  plan.  The  Employer  in  its  Adoption
Agreement  must  elect or  specify  any  Employee,  or class of  Employees,  not
eligible to participate in the Plan (an "excluded Employee").

(A) Collective Bargaining Employees. If the Employer elects in its Adoption
Agreement to exclude collective bargaining Employees from eligibility to
participate, the exclusion applies to any Employee 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, if: (1) retirement benefits were the subject of good faith
bargaining; and (2) two percent or less of the employees covered by the
agreement are "professionals" as defined in Treas. Reg. ss.1.410(b)-9, 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.

(B)  Nonresident  Aliens.  If the Employer  elects in its Adoption  Agreement to
exclude  nonresident  aliens from  eligibility  to  participate,  the  exclusion
applies  to any  nonresident  alien  Employee  who does not  receive  any earned
income,  as defined in Code  ss.911(d)(2),  from the Employer which  constitutes
United States source income, as defined in Code ss.861(a)(3).

(C) Reclassified  Employees. If the Employer elects in its Adoption Agreement to
exclude  reclassified  Employees from eligibility to participate,  the exclusion
applies to any person the Employer does not treat as an Employee (including, but
not limited to,  independent  contractors,  persons the Employer pays outside of
its payroll system and  out-sourced  workers) for federal income tax withholding
purposes under Code  ss.3401(a),  but for whom there is a binding  determination
the individual is an Employee or a Leased Employee of the Employer.

1.12 "Employer"  means each employer who establishes a Plan under this Prototype
Plan by executing an Adoption  Agreement and includes to the extent described in
Section 1.26 a Related Employer and a Participating  Employer.  The Employer for
purposes of acting as Plan  Administrator,  making Plan amendments,  terminating
the Plan or  performing  other  ERISA  settlor  functions,  means the  signatory
Employer  to the  Adoption  Agreement  Execution  Page and does not  include any
Related Employer or Participating Employer.

1.13  "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and includes applicable Department of Labor regulations.

1.14 "Highly Compensated Employee" means an Employee who:

     (a) during the Plan Year or during the preceding  Plan Year, 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); or

     (b) during the preceding  Plan Year had  Compensation  in excess of $80,000
     (as adjusted by the Commissioner of Internal Revenue for the relevant year)
     and, if the Employer under its Adoption Agreement  Appendices A or B, makes
     the  top-paid  group  election,  was  part of the  top-paid  20%  group  of
     Employees (based on Compensation for the preceding Plan Year).

For purposes of this Section 1.14,  "Compensation" means Compensation as defined
in Section 1.07,  except any exclusions from Compensation the Employer elects in
Adoption  Agreement  Section 1.07 do not apply,  and  Compensation  specifically
includes  Elective   Contributions.   The  Plan   Administrator  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,  consistent
with Code ss.414(q) and regulations issued under that Code section. The Employer
in its  Adoption  Agreement  Appendices  A or B may make a  calendar  year  data
election to determine  the Highly  Compensated  Employees  for the Plan Year, as
prescribed  by  Treasury  regulations  or by  other  guidance  published  in the
Internal Revenue Bulletin. A calendar year data election must apply to all plans
of the Employer which reference the highly  compensated  employee  definition in
Code  ss.414(q).  For purposes of this Section 1.14, if the current Plan Year is
the first  year of the  Plan,  then the term  "preceding  Plan  Year"  means the
12-consecutive month period immediately preceding the current Plan Year.

1.15 "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 Plan  Administrator  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 Plan  Administrator  credits Hours of Service under
     this Paragraph (b) to the Employee for the  computation  period(s) to which
     the award or the agreement  pertains rather than for the computation period
     in which the award, agreement or payment is made; and

     (c) Each Hour of  Service  for  which  the  Employer,  either  directly  or
     indirectly,  pays an  Employee,  or for which the  Employee  is entitled to
     payment   (irrespective   of  whether  the   employment   relationship   is
     terminated),  for reasons other than for the performance of duties during a
     computation  period,  such as leave of  absence,  vacation,  holiday,  sick
     leave,  illness,  incapacity (including  disability),  layoff, jury duty or
     military duty. The Plan Administrator 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
     Plan  Administrator  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 Plan Administrator will not credit an Hour of Service under more than one of
the above Paragraphs (a), (b) or (c). A computation  period for purposes of this
Section 1.15 is the Plan Year, Year of Service  period,  Break in Service period
or other  period,  as  determined  under the Plan  provision  for which the Plan
Administrator   is  measuring  an   Employee's   Hours  of  Service.   The  Plan
Administrator  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 Plan  Administrator  will use in crediting an
Employee with Hours of Service and the purpose for which the elected method will
apply.

(B) Actual  Method.  Under the Actual  Method as  determined  from  records,  an
Employee  receives  credit for Hours of Service  for hours  worked and hours for
which the Employer makes payment or for which payment is due from the Employer.

(C) Equivalency Method. Under an Equivalency Method, for each equivalency period
for which the Plan  Administrator  would credit the  Employee  with at least one
Hour of Service,  the Plan  Administrator  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.

(D) Elapsed Time Method.  Under the Elapsed  Time Method,  an Employee  receives
credit for Service for the  aggregate  of all time  periods  (regardless  of the
Employee's  actual Hours of Service)  commencing with the Employee's  Employment
Commencement Date, or with his/her Reemployment Commencement Date, and ending on
the date a Break in Service begins. An Employee's  Employment  Commencement Date
or  his/her  Re-employment  Commencement  Date  begins on the  first day  he/she
performs an Hour of Service following  employment or re-employment.  In applying
the Elapsed  Time  Method,  the Plan  Administrator  will  credit an  Employee's
Service for any Period of Severance of less than 12-consecutive  months and will
express fractional periods of Service in days.

Under the Elapsed Time Method, a Break in Service is a Period of Severance of at
least 12  consecutive  months.  A Period of Severance is a continuous  period of
time during which the Employee is not employed by the Employer.  The  continuous
period begins on the date the Employee retires, quits, is discharged, or dies or
if earlier,  the first  12-month  anniversary  of the date on which the Employee
otherwise  is absent from Service for any other  reason  (including  disability,
vacation,  leave of absence,  layoff,  etc.).  In the case of an Employee who is
absent from work for maternity or paternity reasons,  the  12-consecutive  month
period  beginning  on the first  anniversary  of the first date the  Employee is
otherwise absent from Service does not constitute a Break in Service.

(E) Maternity/Paternity  Leave/Family and Medical Leave Act. Solely for purposes
of determining whether an Employee incurs a Break in Service under any provision
of this Plan,  the Plan  Administrator  must credit Hours of Service  during the
Employee's  unpaid absence period:  (i) due to maternity or paternity  leave; or
(ii) as  required  under the Family and  Medical  Leave Act.  An  Employee is 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 Plan  Administrator  credits Hours of Service
under this  Section  1.15(E) on the basis of the number of Hours of Service  for
which the Employee  normally would receive credit or, if the Plan  Administrator
cannot  determine  the number of Hours of Service  the  Employee  would  receive
credit for, on the basis of 8 hours per day during the absence period.  The Plan
Administrator  will  credit  only the  number  (not  exceeding  501) of Hours of
Service  necessary  to  prevent  an  Employee's  Break  in  Service.   The  Plan
Administrator  credits all Hours of Service described in this Section 1.15(E) 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/her   absence  period   begins,   the  Plan
Administrator  credits  these  Hours of  Service  to the  immediately  following
computation period.

(F) Qualified  Military  Service.  Hour of Service also includes any Service the
Plan  must  credit  for  contributions  and  benefits  in order to  satisfy  the
crediting of Service  requirements  of Code  ss.414(u).  The  provisions of this
Section 1.15(F) apply beginning  December 12, 1994, or if the Employer's Plan is
effective after that date, as of the Plan's Effective Date.

1.16 "Leased  Employee" means an individual (who otherwise is not an Employee of
the Employer) who,  pursuant to an 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  such
services under primary  direction or control of the Employer  within the meaning
of Code ss.414(n)(2).  Except as described in Section 1.16(A), a Leased Employee
is an Employee  for purposes of the Plan.  If a Leased  Employee is an Employee,
"Compensation"  includes  Compensation  from the leasing  organization  which is
attributable to services performed for the Employer.

(A) Safe  Harbor  Plan  Exception.  A Leased  Employee is not 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) including Elective Contributions.

(B) Other Requirements. The Plan Administrator must apply this Section 1.16 in a
manner consistent with Code  ss.ss.414(n) and 414(o) and the regulations  issued
under those Code sections.  If a Participant is a Leased  Employee  covered by a
plan  maintained  by the  leasing  organization,  the  Plan  Administrator  will
determine the allocation of Employer  contributions and Participant  forfeitures
on behalf of the  Participant  under the  Employer's  Plan  without  taking into
account  the  Leased   Employee's   allocation,   if  any,   under  the  leasing
organization's plan.

1.17  "Nonhighly  Compensated  Employee"  means any Employee who is not a Highly
Compensated Employee.

1.18  "Nontransferable  Annuity"  means an annuity  contract  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.

1.19  "Paired  Plans"  means the  Employer  has  adopted two  Standardized  Plan
Adoption  Agreements  offered with this Prototype  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 401(k)  arrangement.  A
Paired Pension Plan must be a money purchase pension plan,  defined benefit 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.  If an Employer adopts paired plans,  only one of the plans may provide
for permitted disparity.

1.20  "Participant"  means an eligible  Employee  who becomes a  Participant  in
accordance  with the  provisions of Section 2.01. An eligible  Employee means an
Employee who is not an excluded Employee under Adoption Agreement Section 1.11.

1.21 "Plan" means the retirement  plan  established or continued by the Employer
in the form of this Prototype Plan, including the Adoption Agreement under which
the Employer has elected to establish this 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 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 Prototype Plan. All section  references within this basic plan document are
Plan section references unless the context clearly indicates otherwise. The Plan
includes any Addendum or Appendix permitted by the basic plan document or by the
Employer's  Adoption  Agreement and which the Employer  attaches to its Adoption
Agreement.  An Addendum must  correspond by section  reference to the section of
the basic plan document or Adoption Agreement permitting the Addendum.

1.22 "Plan  Administrator"  means the Employer  unless the  Employer  designates
another  person or  persons  to hold the  position  of Plan  Administrator.  Any
person(s)  the  Employer  appoints  as  Plan  Administrator  may or  may  not be
Participants   in  the  Plan.  In  addition  to  its  other  duties,   the  Plan
Administrator  has  full  responsibility  for the  Plan's  compliance  with  the
reporting and disclosure rules under ERISA.

1.23 "Plan  Entry  Date"  means the  date(s)  the  Employer  elects in  Adoption
Agreement Section 2.01.

1.24 "Plan Year" means the  consecutive  month period the Employer  specifies in
its Adoption Agreement. The Employer also must specify in its Adoption Agreement
the "Limitation Year" applicable to the limitations on allocations  described in
Article III. If the Employer  maintains  Paired  Plans,  each Plan must have the
same Plan Year.

1.25  "Protected  Benefit" means any accrued  benefit  described in Treas.  Reg.
ss.1.411(d)-4,  including any optional form of benefit  provided  under the Plan
which  may  not  (except  in  accordance  with  such  Regulations)  be  reduced,
eliminated or made subject to Employer discretion.

1.26 "Related Group"/"Related Employer" 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)),
an  affiliated  service group (as defined in Code  ss.414(m)) or an  arrangement
otherwise described in Code ss.414(o). Each Employer/member of the Related Group
is a Related Employer.  The term "Employer"  includes every Related Employer for
purposes of crediting Service and Hours of Service, determining Years of Service
and Breaks in Service  under  Articles  II and V,  determining  Separation  from
Service,  applying  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  XII,  applying  the
definitions of Employee,  Highly Compensated  Employee,  Compensation and Leased
Employee,  applying  the safe  harbor  401(k)  provisions  of Section  14.02(D),
applying  the SIMPLE  401(k)  provisions  of Section  14.02(E) and for any other
purpose the Code or the Plan require.

(A) Participating Employer. 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  Adoption  Agreement.  If a  Related  Employer
executes a  Participation  Agreement  to the  Adoption  Agreement,  the  Related
Employer is a Participating  Employer.  A Participating  Employer is an Employer
for all purposes of the Plan except as provided in Section 1.12.

(B) Standardized/Nonstandardized  Plan. If the Employer's Plan is a Standardized
Plan, all Employees of the Employer or of any Related Employer,  are eligible to
participate in the Plan,  irrespective of whether the Related Employer  directly
employing  the  Employee  is  a  Participating  Employer.   Notwithstanding  the
immediately  preceding  sentence,  individuals who become Employees of a Related
Employer as a result of a transaction  described in Code ss.410(b)(6)(C) are not
eligible  to  participate  in the  Plan  during  the  Plan  Year in  which  such
transaction  occurs nor in the following Plan Year,  unless the Related Employer
which  employs  such  Employees  becomes  during  such  period  a  Participating
Employer, by executing a Participation  Agreement to the Adoption Agreement.  If
the Plan is a Nonstandardized  Plan, the Employees of a Related Employer are not
eligible  to  participate  in  the  Plan  unless  the  Related   Employer  is  a
Participating Employer.

1.27  "Self-Employed   Individual"/   "Owner-   Employee"/"Shareholder-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  profits) 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,  or a limited  liability  company  taxed  for  federal  income  tax
purposes as a partnership, "Owner-Employee" means a Self-Employed Individual who
is a partner  or member  and owns more  than 10% of either  the  capital  or the
profits  interest  of the  partnership  or of  the  limited  liability  company.
"Shareholder-Employee"  means an employee or officer of an "S"  corporation  who
owns (or is  considered as owning under Code  ss.318(a)(1))  more than 5% of the
outstanding  stock of the  corporation on any day of the  corporation's  taxable
year.

1.28 "Separation from Service" means an event after which the Employee no longer
has an employment relationship with the Employer maintaining this Plan or with a
Related Employer.

1.29  "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.

1.30 "Service with a Predecessor Employer" If the Employer maintains the plan of
a predecessor employer, service of the Employee with the predecessor employer is
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 in its Adoption  Agreement (or in a Participation
Agreement,  if  applicable)  elects to credit  designated  predecessor  employer
service and specifies  the purposes for which the Plan will credit  service with
that predecessor employer.

Unless the Employer under its Adoption  Agreement Section 2.01 provides for this
purpose  specific  Plan  Entry  Dates,  an  Employee  who  satisfies  the Plan's
eligibility  condition(s) by reason of the crediting of predecessor service will
enter the Plan in  accordance  with the  provisions  of  Section  2.04 as if the
Employee  were a  re-employed  Employee  on  the  first  day  the  Plan  credits
predecessor service.

1.31 "Trust" means the separate Trust created under the Plan.

1.32 "Trust Fund" means all property of every kind acquired by the Plan and held
by the Trust, other than incidental benefit insurance contracts.

1.33 "Trustee"  means the person or persons who as Trustee  execute the 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  Prototype  Plan
Sponsor is a bank,  savings and loan  association,  credit  union,  mutual fund,
insurance company, or other institution  qualified to serve as Trustee, a person
other  than the  Prototype  Plan  Sponsor  (or its  affiliate)  may not serve as
Trustee or as Custodian of the Plan without the written consent of the Prototype
Plan Sponsor.

1.34 "Vested" means a Participant or a Beneficiary has an  unconditional  claim,
legally  enforceable  against the Plan, to the Participant's  Account Balance or
Accrued Benefit.

                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

2.01  ELIGIBILITY.  Each eligible  Employee becomes a Participant in the Plan in
accordance with the  eligibility  provisions the Employer elects 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  restated  Effective  Date  continues  as a
Participant in the restated Plan,  irrespective of whether he/she  satisfies the
eligibility  conditions  of the  restated  Plan,  unless the  Employer  provides
otherwise in its Adoption  Agreement.  If the Employer  contributes  to the Plan
under a Davis-Bacon  contract,  except as the contract provides,  the Employer's
Adoption Agreement elections imposing age and service eligibility  conditions do
not apply with respect to an Employee performing Davis-Bacon contract Service.

2.02 AGE AND SERVICE CONDITIONS.  For purposes of an Employee's participation in
the Plan,  the Plan:  (1) may not impose an age condition  exceeding age 21; and
(2) takes into account all of the Employee's Years of Service with the Employer,
except as  provided  in Section  2.03.  "Year of  Service"  for  purposes  of an
Employee's  participation in the Plan, means a 12- consecutive month eligibility
computation  period  during which the Employee  completes the number of Hours of
Service (not exceeding 1,000) the Employer specifies in its Adoption Agreement.

The initial  eligibility  computation period is the first  12-consecutive  month
period  measured from the  Employee's  Employment  Commencement  Date.  The Plan
measures  succeeding  12-consecutive  month eligibility  computation  periods in
accordance  with the  Employer's  election  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 also during the first applicable Plan
Year  receives  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  under  Adoption  Agreement  Section 2.01 elects an  alternative
Service  condition to one Year of Service or two Years of Service,  the Employer
must  elect  in the  Adoption  Agreement  the  Hour of  Service  and  any  other
requirement(s),  if any, after the Employee completes one Hour of Service. Under
any alternative Service condition election, the Plan may not require an Employee
to  complete  more  than  one  Year  of  Service  (1,000  Hours  of  Service  in
12-consecutive months) or two Years of Service if applicable.

If the Employer in its Adoption Agreement elects to apply the Equivalency Method
or the Elapsed Time Method in applying the Plan's eligibility Service condition,
the Plan  Administrator  will credit Service in accordance with Sections 1.15(D)
and (D).

2.03 BREAK IN SERVICE -  PARTICIPATION.  An Employee incurs a "Break in Service"
if during any  applicable  12-consecutive  month period he/she 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 a "Year of Service"  under  Section  2.02.  If the Plan
applies the Elapsed Time Method of crediting  Service under Section  1.15(D),  a
Participant  incurs a "Break  in  Service"  if the  Participant  has a Period of
Severance of at least 12 consecutive months.

(A) Two Year Eligibility.  If the Employer under Adoption Agreement Section 2.01
elects a two Years of Service  condition for eligibility  purposes,  an Employee
who incurs a one year Break in Service prior to completing  two Years of Service
is a new Employee on the date he/she  first  performs an Hour of Service for the
Employer  after  the  Break  in  Service,  and the  Employee  establishes  a new
Employment Commencement Date for purposes of the initial eligibility computation
period under Section 2.02.

(B) One Year Hold-Out  Rule.  The Employer must elect in its Adoption  Agreement
whether to apply the one year  hold-out rule under Code  ss.410(a)(5)(C).  Under
this rule, a Participant  will incur a suspension of  participation  in the Plan
after  incurring  a one  year  Break  in  Service  and  the  Plan  disregards  a
Participant's   Service  completed  prior  to  a  Break  in  Service  until  the
Participant  completes one Year of Service  following the Break in Service.  The
Plan suspends the Participant's participation in the Plan as of the first day of
the Plan Year following the Plan Year in which the Participant  incurs the Break
in Service.  If the Participant  completes one Year of Service following his/her
Break in Service,  the Plan restores that  Participant's  pre-Break Service (and
the Participant  resumes active  participation in the Plan) retroactively to the
first day of the computation period in which the Participant first completes one
Year of Service  following  his/her  Break in 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.  The Plan  measures  any  subsequent
computation  periods,  if necessary,  in a manner consistent with the Employer's
eligibility  computation  period election in Adoption Agreement Section 2.02. If
the Employer  elects to apply the one year hold-out rule, the Employer also must
elect in its Adoption Agreement whether to limit application of the rule only to
a Participant who has incurred a Separation from Service.

The  Plan  Administrator  also  will  apply  the  one-year  hold  out  rule,  if
applicable,  to an Employee who satisfies the Plan's eligibility  conditions but
who incurs a Separation  from  Service and a one year Break in Service  prior to
becoming a Participant.

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 Article IX. Furthermore, the Plan
Administrator  in applying  this  Section  2.03(B)  does not restore any Service
disregarded under the Break in Service rule of Section 2.03(A).

(C) No  Application  to  401(k)  Arrangement.  If the  Plan  includes  a  401(k)
arrangement  and the  Employer  in its  Adoption  Agreement  elects to apply the
Section  2.03(B) one year hold-out rule, the Plan  Administrator  will apply the
provisions  of Section  2.04 to the deferral  contributions  portion of the Plan
without regard to Section 2.03(B).

(D) No Rule of Parity - Participation.  For purposes of Plan participation,  the
Plan does not apply the "rule of parity" under Code ss.410(a)(5)(D).

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

2.05 CHANGE IN EMPLOYMENT STATUS. The Employer in its Adoption Agreement Section
1.11 may elect to exclude certain Employees from Plan  participation  ("excluded
Employees").  If a  Participant  has not incurred a Separation  from Service but
becomes  an  excluded  Employee,  during the period of  exclusion  the  excluded
Employee  will not share in the  allocation  of any  Employer  contributions  or
Participant  forfeitures,  and may not make deferral  contributions  if the Plan
includes a 401(k) arrangement, with respect to Compensation paid to the excluded
Employee  during  the  period  of  exclusion.  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 Article IX. If a Participant who becomes an excluded Employee
subsequently  resumes  status as an  eligible  Employee,  the  Participant  will
participate in the Plan  immediately upon resuming  eligible status,  subject to
the one year hold-out rule, if applicable, under Section 2.03(B).

If an excluded Employee who is not a Participant  becomes an eligible  Employee,
he/she will  participate  immediately  in the Plan if he/she has  satisfied  the
eligibility  conditions of Adoption Agreement Section 2.01 and would have been a
Participant  had he/she not been an excluded  Employee  during his/her period of
Service.  Furthermore,  the excluded  Employee receives credit for vesting under
Article  V for  each  included  vesting  Year  of  Service  notwithstanding  the
Employee's excluded Employee status.

2.06 ELECTION NOT TO PARTICIPATE.  If the 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 ("opt-out").  If the Plan is a Nonstandardized  Plan,
the Employer in its Adoption  Agreement must elect whether any eligible Employee
may elect irrevocably to opt-out.  The Employee prior to his/her Plan Entry Date
must file an opt-out  election in writing with the Plan  Administrator on a form
provided by the Plan Administrator for this purpose.

                                  ARTICLE III
                     EMPLOYER CONTRIBUTIONS AND FORFEITURES

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

3.01 EMPLOYER CONTRIBUTIONS.

(A) Amount and Types of  Contribution.  The Employer in its  Adoption  Agreement
will elect the amount and type(s) of Employer Plan contribution(s). The Employer
will not make a  contribution  to the Trust for any Plan Year to the  extent the
contribution would exceed the Participants' Maximum Permissible Amounts.  Unless
otherwise provided in an Addendum to its Adoption  Agreement,  the Employer need
not have net profits to make a  contribution  under the Plan. If the  Employer's
Plan is a money purchase  pension plan and the Employer also maintains a defined
benefit pension plan, notwithstanding the money purchase pension plan formula in
the Employer's Adoption Agreement,  the Employer's required  contribution to its
money  purchase  pension plan for a Plan Year is limited to the amount which the
Employer  may  deduct  under  Code  ss.404(a)(7).  If the  Employer  under  Code
ss.404(a)(7) must reduce its money purchase pension plan contribution,  the Plan
Administrator will reduce each Participant's allocation in the same ratio as the
reduced total Employer  contribution bears to the original  (unreduced) Employer
contribution.

(B)  Form  of  Contribution/Related  Employer.  Subject  to the  consent  of the
Trustee,  the Employer may make its  contribution  in property  instead of cash,
provided the contribution of property is not a prohibited  transaction under the
Code or under  ERISA.  Unless the  Employer in its  Adoption  Agreement  makes a
contrary   election,   the  Plan   Administrator   will  allocate  all  Employer
contributions  and  forfeitures  without  regard to which  contributing  Related
Employer directly employs the affected Participants.

(C) Time of Payment of  Contribution.  The Employer may pay its contribution for
any Plan Year in one or more  installments  without  interest.  Unless otherwise
required  by  contract,  by the  Code or by  ERISA,  the  Employer  may make its
contribution  to the Plan for a  particular  Plan  Year at such  time(s)  as the
Employer in its sole discretion determines. If the Employer makes a contribution
for a particular  Plan Year after the close of that Plan Year, the Employer will
designate  in writing to the  Trustee  the Plan Year for which the  Employer  is
making its contribution.

(D) Return of Employer Contribution. The Employer contributes to the Plan on the
condition  its  contribution  is not due to a mistake  of fact and the  Internal
Revenue Service will not disallow the deduction of the Employer's  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 Section  3.01(D) more than one year
after:

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

     (2) 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(D) for any earnings  attributable  to the  contribution,
but the Trustee  will  decrease  the Employer  contribution  returnable  for any
losses attributable to the contribution. The Trustee may require the Employer to
furnish the Trustee 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  DEFERRAL  CONTRIBUTIONS.  If the Plan includes a 401(k)  arrangement,  the
Employer  in  its  Adoption  Agreement  must  elect  the  Plan  limitations  and
restrictions,  if any,  which  apply  to  deferral  contributions  or to cash or
deferred  contributions,  if applicable.  Under Adoption Agreement Section 3.02,
for  purposes of applying  any Plan limit the  Employer  has elected on deferral
contributions,  the  Employer  must elect to take into  account  the  Employee's
entire Plan Year  Compensation  or to limit  Compensation  to the portion of the
Plan Year in which the Employee actually is a Participant.

3.03  MATCHING  CONTRIBUTIONS.  If the Plan includes a 401(k)  arrangement,  the
Employer  in  its  Adoption   Agreement  must  elect  the  type(s)  of  matching
contributions,  the time period applicable to any matching contribution formula,
and as applicable, the amount of matching contributions and the Plan limitations
and restrictions, if any, which apply to matching contributions.

3.04 EMPLOYER CONTRIBUTION ALLOCATION.

(A) Method of Allocation.  The Employer in its Adoption  Agreement must specify,
subject to this Section 3.04, the manner of allocating Employer contributions to
the Trust. For purposes of this Section 3.04, Employer  contributions include as
applicable, the Employer's nonelective contributions, money purchase pension and
target benefit  contributions,  but do not include  deferral  contributions  or,
except under Section 3.04(B), matching contributions.

(B)  Compensation  Taken into  Account.  The Employer in its Adoption  Agreement
Section 1.07 must specify the  Compensation  the Plan  Administrator  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 in the Plan
(or in any portion of the Plan), the Employer may elect to take into account the
Employee's entire Plan Year Compensation or to limit Compensation to the portion
of the Plan Year in which the Employee actually is a Participant.  For all other
Plan Years, the Plan  Administrator will take into account only the Compensation
determined for the portion of the Plan Year in which the Employee  actually is a
Participant. The Plan Administrator must take into account the Employee's entire
Compensation  for the Plan Year to  determine  whether  the Plan  satisfies  the
top-heavy minimum allocation  requirements of Article XII. The Employer,  in its
Adoption  Agreement,  may  elect to  measure  Compensation  for  allocating  its
Employer  contribution  for a Plan Year on the basis of a specified period other
than the Plan Year.

(C)  Top-Heavy  Minimum  Allocation.  Unless the  Employer in an Addendum to its
Adoption   Agreement  elects  to  satisfy  any  top-heavy   minimum   allocation
requirement in another plan (not maintained under this basic plan document), the
Employer in this Plan must satisfy the top-heavy requirements of Article XII.

(D) Allocation Conditions.  Subject to any restoration allocation required under
the Plan, the Plan Administrator will allocate and credit Employer contributions
to the Account of each  Participant  who satisfies the allocation  conditions of
Section 3.06.

(E)  Alternative  Allocation  Formulas.  The Plan  Administrator  will  allocate
Employer  contributions  for  the  Plan  Year  or  other  applicable  period  in
accordance  with the  allocation  formula the  Employer  elects in its  Adoption
Agreement.  The Plan  Administrator,  in allocating under any allocation formula
which is based in whole or in part on Compensation,  only will take into account
Compensation of those Participants entitled to an allocation.

The Employer in its Adoption  Agreement must elect, one or more as applicable of
the following allocation formulas:

(1) Nonintegrated  (pro rata) allocation  formula.  The Plan  Administrator will
allocate the Employer  contributions for a Plan Year 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) Two-tiered permitted disparity allocation formula. Under the first tier, the
Plan Administrator  will allocate the Employer  contributions for a Plan Year in
the same ratio that each Participant's Compensation plus Excess Compensation (as
defined in Adoption Agreement Section 3.04) for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan Year. The
allocation  under  this  first  tier,  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 Section 3.04(D)(4).

Under the second  tier,  the Plan  Administrator  will  allocate  any  remaining
Employer contributions for a Plan Year 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.

(3) Four-tiered  permitted disparity  allocation formula.  Under the first tier,
the Plan Administrator will allocate the Employer  contributions for a Plan Year
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 allocation conditions of Section 3.06 for the Plan Year, any other
Participant entitled to a top-heavy minimum allocation under the Plan. Under the
second tier, the Plan Administrator will allocate the Employer contributions for
a Plan Year in the same ratio that each  Participant's  Excess  Compensation (as
defined in Adoption Agreement Section 3.04) 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.

Under  the  third  tier,  the Plan  Administrator  will  allocate  the  Employer
contributions  for a Plan  Year  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  third  tier,  as a  percentage  of  each  Participant's
Compensation plus Excess Compensation, must not exceed the applicable percentage
(2.7%, 2.4% or 1.3%) listed under Section 3.04(D)(4).

Under the fourth  tier,  the Plan  Administrator  will  allocate  any  remaining
Employer   contributions   for  a  Plan  Year,  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.

(4) Maximum disparity table. For purposes of the permitted disparity  allocation
formulas under this Section 3.04, the applicable percentage is:

       Integration level %                 Applicable %         Applicable %
       of taxable                          for 2-tiered         for 4-tiered
       wage base                           formula              formula
       ---------------------------------   -----------------    ----------------
       100%                                     5.7%                2.7%
       More than 80% but less than              5.4%                2.4%
       100%
       More than 20% (but not less              4.3%                1.3%
       than $10,001) and not more
       than 80%
       20% (or $10,000, if greater)             5.7%                2.7%
       or less

(5) Overall permitted disparity limits.

(i)  Annual  overall  permitted   disparity  limit.   Notwithstanding   Sections
3.04(D)(2)  and (3),  for any Plan Year the Plan  benefits any  Participant  who
benefits  under another  qualified plan or under a simplified  employee  pension
plan (as defined in Code ss.408(k)) maintained by the Employer that provides for
permitted disparity (or imputes disparity), the Plan Administrator will allocate
Employer contributions to the Account of each Participant in the same ratio that
each  Participant's   Compensation  bears  to  the  total  Compensation  of  all
Participants for the Plan Year.

(ii) Cumulative  permitted  disparity limit.  Effective for Plan Years beginning
after  December  31,  1994,  the  cumulative  permitted  disparity  limit  for a
Participant is 35 total cumulative  permitted disparity years. "Total cumulative
permitted disparity years" means the number of years credited to the Participant
for allocation or accrual  purposes under the Plan, any other  qualified plan or
simplified  employee pension plan (whether or not terminated) ever maintained by
the Employer. For purposes of determining the Participant's cumulative permitted
disparity limit, the Plan  Administrator will treat all years ending in the same
calendar year as the same year.  If the  Participant  has not benefited  under a
defined benefit plan or under a target benefit plan of the Employer for any year
beginning  after December 31, 1993, the  Participant  does not have a cumulative
permitted disparity limit.

For purposes of this Section 3.04(D)(5), a Participant "benefits" under the Plan
for any Plan  Year  during  which  the  Participant  receives,  or is  deemed to
receive,   a   contribution   allocation   in   accordance   with  Treas.   Reg.
ss.1.410(b)-3(a).

(6) Uniform points allocation formula.  The Plan Administrator will allocate the
Employer contributions for a Plan Year in the same ratio that each Participant's
points (as elected in Adoption  Agreement Section 3.04) bear to the total points
of all Participants for the Plan Year.

(7) Incorporation of contribution  formula. The Plan Administrator will allocate
the Employer's contributions for a Plan Year in accordance with the contribution
formula the Employer has elected under Section 3.01.

(8) Target benefit allocation formula.  The Plan Administrator will allocate the
Employer  contributions  for a Plan Year as  provided in the  Employer's  target
benefit Adoption Agreement.

(9)  Davis-Bacon  contract  allocation  formula.  The  Plan  Administrator  will
allocate  the  Employer  contributions  for a Plan Year in  accordance  with the
applicable  Davis-Bacon  contract  pursuant to which the  Employer  has made its
contributions  for the Plan Year.  The Employer's  contributions  will take into
account  each  Participant's  hourly  rate,   employment  category,   employment
classification and such other factors the Davis-Bacon  contract may specify. For
purposes of the Plan, "Davis-Bacon contract" includes a contract under any state
prevailing wage law.

(F)  Qualified  Nonelective   Contributions.   The  Employer  operationally  may
designate  all or any portion of its  nonelective  contributions  as a qualified
nonelective  contribution.  The Employer, to facilitate the Plan Administrator's
correction of test failures under Sections 14.08, 14.09 and 14.10, also may make
qualified  nonelective  contributions  to the Plan  irrespective  of whether the
Employer  in  its  Adoption   Agreement  has  elected  to  provide   nonelective
contributions.  The Employer in its Adoption  Agreement  must elect  whether the
Plan  Administrator  will  allocate the Employer  contributions  designated as a
qualified  nonelective  contribution to all  Participants or solely to Nonhighly
Compensated Employee Participants. The Employer operationally must elect whether
the Plan Administrator will allocate qualified nonelective contributions: (1) to
eligible  Participants  pro rata in  relation to  Compensation;  (2) to eligible
Participants in the same amount without regard to Compensation (flat dollar); or
(3) under the reverse  allocation  or other  similar  method.  Under the reverse
allocation  method,  the Plan  Administrator,  subject  to  Section  3.06,  will
allocate a qualified nonelective contribution first to the Nonhighly Compensated
Employee  Participant(s)  with the  lowest  Compensation  for the Plan  Year not
exceeding  the  Maximum  Permissible  Amount  for  each  Participant,  with  any
remaining  amounts  allocated  to the next highest  paid  Nonhighly  Compensated
Employee  Participant(s)  not exceeding his/her Maximum  Permissible  Amount and
continuing in this manner until the Plan  Administrator  has fully allocated the
qualified nonelective contribution.

(G) Qualified Replacement Plan. The Employer may establish or maintain this Plan
as a qualified  replacement  plan as described  in Code ss.4980  under which the
Plan may receive a transfer from a terminating  qualified plan the Employer also
maintains.  The Plan  Administrator  will  credit the  transferred  amounts to a
suspense  account  under the Plan and  thereafter  the Plan  Administrator  will
allocate the  transferred  amounts under this Section 3.04(G) in the same manner
as the Plan Administrator allocates Employer nonelective  contributions,  unless
the Employer  specifies in an Addendum to its Adoption  Agreement:  (1) to apply
such transferred amounts to the Plan's  administrative  expenses;  or (2) if the
Plan includes a 401(k) arrangement, the Employer in its Addendum designates such
transferred amounts as matching contributions.

3.05  FORFEITURE  ALLOCATION.  The amount of a Participant's  Account  forfeited
under the Plan is a Participant forfeiture.  The Plan Administrator,  subject to
Section  3.06,  will  allocate  Participant  forfeitures  at the time and in the
manner the Employer specifies in its Adoption Agreement.  The Plan Administrator
will continue to hold the undistributed,  non-Vested portion of the Account of a
Participant  who has separated from Service  solely for his/her  benefit until a
forfeiture occurs at the time specified in Section 5.09 or if applicable,  until
the time  specified in Section  9.11.  Except as provided  under Section 5.04, a
Participant  will not share in the  allocation of a forfeiture of any portion of
his/her  Account.  If  the  Plan  includes  a  401(k)   arrangement,   the  Plan
Administrator   first  will  determine  if  a   Participant's   forfeitures  are
attributable  to  nonelective  or  to  matching  contributions,   and  the  Plan
Administrator  then will allocate the forfeitures in the manner the Employer has
elected  in  its  Adoption  Agreement.   If  the  Employer  elects  to  allocate
forfeitures to reduce nonelective or matching  contributions and the forfeitures
exceed the amount of the contribution to which the Plan Administrator will apply
the forfeitures,  the Plan Administrator will allocate the remaining forfeitures
as  an  additional   discretionary   nonelective   or   discretionary   matching
contribution  or the  Plan  Administrator  will  apply  the  forfeitures  to the
Employer's  nonelective or matching  contribution in the succeeding Plan Year. A
Participant's  forfeiture  is  attributable  to  matching  contributions  if the
forfeiture is: (1) a non-Vested  matching  Account  forfeited in accordance with
Section 5.09 or, if applicable,  Section 9.11; (2) a non-Vested excess aggregate
contribution    (adjusted   for   earnings)    forfeited   in   correcting   for
nondiscrimination  failures  under  Section  14.09 or Section  14.10;  or (3) an
"associated  matching  contribution,"  which  includes any Vested or  non-Vested
matching  contribution  (adjusted  for  earnings)  made with respect to elective
deferrals  or  Employee  contributions  the Plan  Administrator  distributes  in
correction of Code ss.402(g),  Code ss.415 or  nondiscrimination  failures under
Sections  14.07,  14.08,  14.09 or 14.10.  An Employee  forfeits  an  associated
matching  contribution  unless  the  matching  contribution  is a Vested  excess
aggregate contribution distributed in accordance with Sections 14.09 or 14.10.

3.06 ALLOCATION CONDITIONS. The Plan Administrator will determine the allocation
conditions   which  apply  to   Employer   contributions   (including   matching
contributions) and Participant  forfeitures on the basis of the Plan Year (or on
any  other  basis  representing  a  reasonable  division  of the  Plan  Year) in
accordance  with  the  Employer's   elections  in  its  Adoption  Agreement.   A
Participant does not accrue an Employer contribution with respect to a Plan Year
or other  applicable  period  until the  Participant  satisfies  the  allocation
conditions  described in this Section 3.06. The Plan under a 401(k)  arrangement
may not impose any allocation conditions with respect to deferral contributions,
safe harbor contributions or SIMPLE contributions.

(A) Hours of Service  Requirement.  Except as required to satisfy the  top-heavy
minimum  allocation  requirement of Article XII, the Plan Administrator 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 or consecutive calendar days of employment  requirement
the Employer  specifies in its Adoption  Agreement for the relevant period.  The
Employer in its Standardized  Adoption Agreement must elect whether to require a
Participant  to  complete  during a Plan  Year 501  Hours  of  Service  or to be
employed  for at least 91  consecutive  calendar  days  under the  Elapsed  Time
Method, to share in the allocation of Employer  contributions for that Plan Year
where the  Participant is not employed by the Employer on the Accounting Date of
that Plan Year,  including  the Plan Year in which the Employer  terminates  the
Plan.

(B) "Last Day"  Employment  Requirement.  If the Plan is a Standardized  Plan, a
Participant  who is employed by the  Employer on the  Accounting  Date of a Plan
Year will share in the allocation of Employer  contributions  for that Plan Year
without regard to the Participant's  Hours of Service completed during that Plan
Year. If the Plan is a  Nonstandardized  Plan,  the Employer must specify in its
Adoption  Agreement  whether the Participant  will benefit under the Plan if the
Participant is not employed by the Employer on the  Accounting  Date of the Plan
Year or other  specified date. If the Plan is a  Nonstandardized  money purchase
Plan  or  target  benefit  Plan,  the  Plan  conditions  Employer   contribution
allocations on a  Participant's  employment with the Employer on the last day of
the Plan Year for the Plan Year in which the Employer terminates the Plan.

(C) Death,  Disability or Normal  Retirement Age. Unless the Employer  otherwise
elects  in its  Adoption  Agreement,  any  allocation  condition  elected  under
Adoption  Agreement Section 3.06 does not apply for a Plan Year if a Participant
incurs a  Separation  from  Service  during  the  Plan  Year on  account  of the
Participant's  death,  Disability or attainment of Normal  Retirement Age in the
current Plan Year or on account of the Participant's Disability or attainment of
Normal Retirement Age in a prior Plan Year.

(D) Other Conditions.  In allocating Employer  contributions under the Plan, the
Plan Administrator will not apply any other conditions except those the Employer
elects in its Adoption Agreement or otherwise as the Plan may require.

(E)  Suspension of  Allocation  Conditions  Under a  Nonstandardized  Plan.  The
suspension  provisions of this Section  3.06(E) do not apply unless the Employer
elects in its  Nonstandardized  Adoption  Agreement  to apply  them.  If Section
3.06(E)  applies,  the Plan  suspends  for a Plan  Year the  Adoption  Agreement
Section  3.06  allocation  conditions  if the Plan  fails in that  Plan  Year to
satisfy coverage under the Ratio  Percentage Test,  unless in an Addendum to its
Adoption  Agreement,  the Employer  specifies the Plan  Administrator will apply
this Section 3.06(E) using the Average Benefit Percentage Test described in Code
ss.410(b)(2).  A Plan satisfies  coverage under the Ratio Percentage Test if, on
the last day of the Plan Year,  the  Plan's  benefiting  ratio of the  Nonhighly
Compensated  Includible Employees is at least 70% of the benefiting ratio of the
Highly Compensated Includible Employees.

The benefiting ratio of the Nonhighly  Compensated  Includible  Employees is the
number of Nonhighly  Compensated  Includible Employees benefiting under the Plan
over the  number  of the  Includible  Employees  who are  Nonhighly  Compensated
Employees.  "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 or the nonresident  alien  exclusions
under Code  ss.410(b)(3)  or by reason of the age and  service  requirements  of
Article II; and (2) those  Employees who incur a Separation  from Service during
the Plan  Year and for the Plan  Year  fail to  complete  more than 500 Hours of
Service or at least 91 consecutive calendar days under the Elapsed Time Method.

For  purposes  of  coverage,  an  Employee  is  benefiting  under  the Plan on a
particular  date if, under  Section  3.04 of the Plan,  he/she is entitled to an
Employer  contribution  or to a Participant  forfeiture  allocation for the Plan
Year.

If this Section  3.06(E)  applies for a Plan Year, the Plan  Administrator  will
suspend the  allocation  conditions  for the  Nonhighly  Compensated  Includible
Employees who are Participants,  beginning first with the Includible Employee(s)
employed by 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 the allocation conditions 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  coverage for the Plan
Year. If two or more Includible  Employees have a Separation from Service on the
same day, the Plan Administrator will suspend the allocation  conditions for all
such Includible Employees, irrespective of whether the Plan can satisfy coverage
by accruing benefits for fewer than all such Includible  Employees.  If the Plan
for any Plan Year suspends the allocation conditions for an Includible Employee,
that  Employee will share in the  allocation  for that Plan Year of the Employer
contribution  and  Participant  forfeitures,  if any,  without regard to whether
he/she has satisfied the allocation conditions of this Section 3.06.

If the Plan includes  Employer  matching  contributions  subject to ACP testing,
this Section  3.06(E)  applies  separately to the Code ss.401(m)  portion of the
Plan.

Part 2. Limitations On Allocations: Sections 3.07 through 3.18

[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,
individual  medical  account  (as  defined  in  Code  ss.415(l)(2)),  simplified
employee pension plan (as defined in Code ss.408(k)) or welfare benefit fund (as
defined in Code ss.419(e)) maintained by the Employer,  which provides an Annual
Addition.]

3.07 ANNUAL ADDITIONS LIMITATION.  The amount of Annual Additions which the Plan
Administrator  may  allocate  under this Plan to a  Participant's  Account for a
Limitation  Year may not exceed the Maximum  Permissible  Amount.  If the Annual
Additions the Plan  Administrator  otherwise  would allocate under the Plan to a
Participant's   Account  would  for  the  Limitation  Year  exceed  the  Maximum
Permissible  Amount, the Plan Administrator will not allocate the Excess Amount,
but will instead take any reasonable,  uniform and nondiscriminatory  action the
Plan Administrator determines necessary to avoid allocation of an Excess Amount.
Such actions  include,  but are not limited to, those  described in this Section
3.07.  If the Plan includes a 401(k)  arrangement,  the Plan  Administrator  may
apply  this  Section  3.07 in a  manner  which  maximizes  the  allocation  to a
Participant of Employer  contributions  (exclusive of the Participant's deferral
contributions).   Notwithstanding   any  contrary  Plan   provision,   the  Plan
Administrator,   for  the  Limitation   Year,   may:  (1)  suspend  or  limit  a
Participant's  additional Employee contributions or deferral contributions;  (2)
notify the  Employer to reduce the  Employer's  future Plan  contribution(s)  as
necessary to avoid  allocation  to a  Participant  of an Excess  Amount;  or (3)
suspend or limit the  allocation to a Participant  of any Employer  contribution
previously  made to the Plan  (exclusive  of deferral  contributions)  or of any
Participant  forfeiture.  If an allocation of Employer contributions  previously
made  (excluding  a  Participant's  deferral  contributions)  or of  Participant
forfeitures  would result in an Excess Amount to a  Participant's  Account,  the
Plan Administrator will allocate 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 Plan  Administrator  will  make this
allocation in accordance with the Plan's allocation method as if the Participant
whose Account  otherwise would receive the Excess Amount, is not eligible for an
allocation of Employer  contributions.  If the Plan Administrator allocates to a
Participant  an Excess  Amount,  Plan  Administrator  must dispose of the Excess
Amount in accordance with Section 3.10 (relating to certain  "reasonable errors"
and  allocation  of  forfeitures)  or, if Section 3.10 does not apply,  the Plan
Administrator will dispose of the Excess Amount under Section 9.12.

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

3.09 DETERMINATION BASED ON ACTUAL COMPENSATION.  As soon as is administratively
feasible  after the end of the  Limitation  Year,  the Plan  Administrator  will
determine the Maximum Permissible Amount for the Limitation Year on the basis of
the Participant's actual Compensation for such Limitation Year.

3.10 DISPOSITION OF ALLOCATED  EXCESS AMOUNT.  If, because of a reasonable error
in estimating a Participant's  actual Limitation Year  Compensation,  because of
the allocation of  forfeitures,  because of a reasonable  error in determining a
Participant's   deferral  contributions  or  because  of  any  other  facts  and
circumstances  the Internal  Revenue Service  ("Revenue  Service")  considers to
constitute  reasonable error, a Participant  receives an allocation of an Excess
Amount for a Limitation Year, the Plan Administrator will dispose of such Excess
Amount as follows:

     (a) The  Plan  Administrator  first  will  return  to the  Participant  any
     Employee  contributions  (adjusted for  earnings) and then any  Participant
     deferral  contributions  (adjusted for earnings) to the extent necessary to
     reduce or eliminate the Excess Amount.

     (b) If,  after the  application  of Paragraph  (a), an Excess  Amount still
     exists and the Plan  covers the  Participant  at the end of the  Limitation
     Year, the Plan  Administrator  then 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, a Participant  who is a Highly  Compensated
     Employee may elect to limit his/her Compensation for allocation purposes to
     the extent  necessary to reduce his/her  allocation for the Limitation Year
     to the Maximum Permissible Amount and to 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, the Plan  Administrator  then will hold the Excess Amount
     unallocated in a suspense account.  The Plan  Administrator  will apply the
     suspense account to reduce Employer Contributions (including the 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).  Amounts held  unallocated  in a suspense
     account will not share in any allocation of Trust Fund net income,  gain or
     loss.

     (d) The Plan Administrator  under Paragraphs (b) or (c) will not distribute
     any Excess Amount(s) to Participants or to former Participants.

[Note: Sections 3.11 through 3.15 apply only to Participants who, in addition to
this Plan,  participate in one or more M&P defined contribution plans (including
Paired Plans), welfare benefit funds (as defined in Code ss.419(e)),  individual
medical  accounts  (as  defined in Code  ss.415(l)(2),  or  simplified  employee
pension  plans (as defined in Code  ss.408(k))  maintained  by the  Employer and
which provide an Annual Addition during the Limitation Year (collectively  "Code
ss.415 aggregated plans").]

3.11 COMBINED PLANS ANNUAL ADDITIONS LIMITATION.  The amount of Annual Additions
which the Plan  Administrator  may allocate  under this Plan to a  Participant's
Account 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 the Code ss.415 aggregated plans. If
the amount the Employer  otherwise would allocate to the  Participant's  Account
under this Plan would  cause the Annual  Additions  for the  Limitation  Year to
exceed this Section 3.11 combined plans limitation, the Employer will reduce the
amount of its allocation to that  Participant's  Account in the manner described
in Section 3.07, so the Annual Additions under all of the Code ss.415 aggregated
plans for the Limitation Year will equal the Maximum  Permissible Amount. If the
Plan Administrator  allocates to a Participant an amount attributed to this Plan
under Section 3.14 which exceeds this Section 3.11  combined  plans  limitation,
the Plan  Administrator  must dispose of the Excess  Amount in  accordance  with
Section  3.15  (relating  to  certain  "reasonable  errors"  and  allocation  of
forfeitures)  or, if Section 3.15 does not apply,  the Plan  Administrator  will
dispose of the Excess Amount under Section 9.12.

3.12 ESTIMATING  COMPENSATION.  Prior to the  determination of the Participant's
actual  Compensation  for  the  Limitation  Year,  the  Plan  Administrator  may
determine  the  Section  3.11  combined  plans  limitation  on the  basis of the
Participant's  estimated annual  Compensation for such Limitation Year. The Plan
Administrator will make this determination on a reasonable and uniform basis for
all Participants  similarly  situated.  The Plan  Administrator  must reduce the
allocation of any Employer contribution (including the allocation of Participant
forfeitures)  based on  estimated  annual  Compensation  by any  Excess  Amounts
carried over from prior years.

3.13 DETERMINATION BASED ON ACTUAL COMPENSATION.  As soon as is administratively
feasible  after the end of the  Limitation  Year,  the Plan  Administrator  will
determine  the  Section  3.11  combined  plans  limitation  on the  basis of the
Participant's actual Compensation for such Limitation Year.

3.14 ORDERING OF ANNUAL ADDITION ALLOCATIONS.  If, because of a reasonable error
in estimating a Participant's  actual Limitation Year  Compensation,  because of
the allocation of  forfeitures,  because of a reasonable  error in determining a
Participant's   deferral  contributions  or  because  of  any  other  facts  and
circumstances  the Revenue Service  considers to constitute  reasonable error, a
Participant's  Annual  Additions under this Plan and the Code ss.415  aggregated
plans result in an Excess Amount, such Excess Amount will consist of the Amounts
last allocated. The Plan Administrator will determine the Amounts last allocated
by treating the Annual Additions  attributable to a simplified  employee pension
as  allocated  first,  followed  by  allocation  to a  welfare  benefit  fund or
individual  medical account,  irrespective of the actual allocation date. If the
Plan Administrator  allocates an Excess Amount to a Participant on an allocation
date of this Plan which  coincides  with an  allocation  date of  another  plan,
unless  the  Employer  specifies  otherwise  in  an  Addendum  to  its  Adoption
Agreement, the Excess Amount attributed to this Plan will equal the product of:

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

     (b) the ratio of (i) the Annual  Additions  allocated to the Participant as
     of such  date for the  Limitation  Year  under  the Plan to (ii) the  total
     Annual  Additions  allocated  to the  Participant  as of such  date for the
     Limitation Year under this Plan and the Code ss.415 aggregated plans.

3.15  DISPOSITION  OF ALLOCATED  EXCESS AMOUNT  ATTRIBUTABLE  TO PLAN.  The Plan
Administrator  will dispose of any  allocated  Excess  Amounts  described in and
attributed  to this Plan under  Section  3.14 as provided in Section 3.10 or, as
applicable under Section 9.12.

[Note:  Section 3.16 applies only to Participants who, in addition to this Plan,
participate in one or more qualified  defined  contribution  plans maintained by
the Employer  during the Limitation  Year, but which are not M&P plans described
in Sections 3.11 through 3.15.]

3.16  OTHER  DEFINED  CONTRIBUTION  PLANS  LIMITATION.  If  a  Participant  is a
participant in another defined contribution plan maintained by the Employer, but
which plan is not an M&P plan  described in Sections 3.11 through 3.15, the Plan
Administrator  must limit the allocation to the Participant of Annual  Additions
under this Plan as provided in Sections  3.11 through  3.15, as though the other
defined  contribution  plan  were an M&P plan,  unless  the  Employer  specifies
otherwise in an Addendum to its Adoption Agreement.

3.17  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
beginning before January 1, 2000, must not exceed 1.0. The 1.0 limitation of the
immediately  preceding  sentence does not apply for Limitation  Years  beginning
after  December  31,  1999,  unless the  Employer in Appendix B to its  Adoption
Agreement  specifies a later effective date. To the extent  necessary to satisfy
the 1.0 limitation,  if the Employer still maintains the defined benefit plan as
an active plan,  the Employer in its  Adoption  Agreement  Appendix B will elect
whether to reduce the  Participant's  projected annual benefit under the defined
benefit  plan  under  which  the  Participant  participates,  or to  reduce  its
contribution  or  allocation  on  behalf  of  the  Participant  to  the  defined
contribution plan(s) under which the Participant  participates.  If the Employer
has frozen or terminated the defined  benefit plan, the Employer will reduce its
contribution  or  allocation  on  behalf  of  the  Participant  to  the  defined
contribution plan(s) under which the Participant participates. The Employer must
provide in  Appendix B to its  Adoption  Agreement  the manner in which the Plan
will satisfy the top-heavy requirements of Code ss.416 after taking into account
the existence (or prior maintenance) of the defined benefit plan.

3.18 DEFINITIONS - ARTICLE III. For purposes of Article III:

     (a) "Annual  Additions" means the sum of the following amounts allocated to
     a   Participant's   Account  for  a  Limitation   Year:  (i)  all  Employer
     contributions  (including  Participant  deferral  contributions);  (ii) all
     forfeitures;   (iii)  all  Employee  contributions;   (iv)  Excess  Amounts
     reapplied to reduce  Employer  contributions  under Section 3.10 or Section
     3.15; (v) amounts allocated after March 31, 1984, to an individual  medical
     account (as defined in Code ss.415(l)(2))  included as part of a pension or
     annuity plan maintained by the Employer; (vi) 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; (vii) amounts allocated under a Simplified Employee Pension Plan;
     and (viii) corrected excess  contributions  described in Code ss.401(k) and
     corrected  excess  aggregate  contributions  described  in Code  ss.401(m).
     Excess deferrals described in Code ss.402(g),  which the Plan Administrator
     corrects by  distribution  by April 15 of the following  calendar year, are
     not Annual Additions.

     (b)  "Compensation"  for purposes of applying the  limitations of Part 2 of
     this Article III, means  Compensation  as defined in Section 1.07,  except,
     for  Limitation  Years  beginning  after  December 31,  1997,  Compensation
     includes Elective  Contributions,  irrespective of whether the Employer has
     elected to include these amounts as Compensation  under Section 1.07 of its
     Adoption  Agreement  and any  exclusion the Employer has elected in Section
     1.07 of the Adoption Agreement does not apply.

     (c)  "Employer"  means the  Employer and any Related  Employer.  Solely for
     purposes of applying  the  limitations  of Part 2 of this  Article III, the
     Plan  Administrator  will  determine  Related  Employer by  modifying  Code
     ss.ss.414(b) and (c) in accordance with Code ss.415(h).

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

     (e) "Limitation  Year" means the period the Employer elects in its Adoption
     Agreement  Section 1.24.  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) "M&P Plan" means a prototype plan the form of which is the subject of a
     favorable  opinion  letter  (or  prior  to  Revenue  Procedure  2000-20,  a
     favorable  notification  or  favorable  opinion  letter)  from the  Revenue
     Service.

     (g) "Maximum  Permissible  Amount" means the lesser of: (i) $30,000 (or, if
     greater, the $30,000 amount as adjusted under Code ss.415(d)),  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 Plan
     Administrator  will  multiply the $30,000 (or  adjusted)  limitation by the
     following fraction:

                  Number of months in the short Limitation Year
                                       12

The 25%  limitation  does not apply to any  contribution  for  medical  benefits
within the meaning of Code ss.401(h) or Code ss.419A(f)(2) which otherwise is an
Annual Addition.

(h) "Defined  contribution  plan" means 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 Plan Administrator 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,  employee  contributions  made  to a  defined  benefit  plan
maintained by the Employer is a separate  defined  contribution  plan.  The Plan
Administrator  also will  treat as a  defined  contribution  plan an  individual
medical account (as defined in Code ss.415(l)(2))  included as part of a defined
benefit  plan  maintained  by the Employer  and, for taxable  years ending after
December 31, 1985, a welfare benefit fund under Code ss.419(e) maintained by the
Employer to the extent there are  post-retirement  medical benefits allocated to
the separate account of a key employee (as defined in Code ss.419A(d)(3)).

(i) "Defined  benefit  plan" means a retirement  plan which does not provide for
individual  accounts  for  Employer  contributions.  All defined  benefit  plans
(whether or not terminated) maintained by the Employer are a single plan.

[Note:  The  definitions  in  Paragraphs  (j),  (k)  and (l)  apply  only if the
limitation described in Section 3.17 applies to the Plan.]

(j) "Defined benefit plan fraction" means the following fraction:

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

To determine the denominator of this fraction,  the Plan Administrator will make
any  adjustment  required  under Code  ss.415(b)  and will  determine  a Year of
Service,  unless the Employer provides  otherwise in an Addendum to its Adoption
Agreement,  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 defined
benefit 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/she  continues  employment until
his/her  normal  retirement  age (or  current  age,  if  later) as stated in the
defined  benefit  plan,  his/her  compensation  continues at the same rate as in
effect in the  Limitation  Year  under  consideration  until the date of his/her
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 defined  benefit
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" means the following fraction:

The sum, as of the close of the Limitation Year, of the Annual Additions for all
Limitation  Years 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  Limitation Year of service with the Employer:  (i) 125%
(subject to the "100%  limitation" in Paragraph (l)) of the dollar limitation in
effect under Code  ss.415(c)(1)(A)  for the Limitation Year (determined  without
regard to the special dollar limitations for employee stock ownership plans), or
(ii) 35% of the Participant's Compensation for the Limitation Year

For purposes of determining  the defined  contribution  plan fraction,  the Plan
Administrator  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 Plan  Administrator  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 3.18. If the sum of
the redetermined  fractions  exceeds 1.0, the Plan  Administrator  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 Plan Administrator 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 Plan as of the
end of the 1986 Limitation Year.

     (l) "100%  limitation" means the limitation in Code ss.416(h) which applies
     if the  plan  is  top-heavy.  If the  100%  limitation  applies,  the  Plan
     Administrator  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 this Plan is a Standardized  Plan, the 100%
     limitation  applies in all Limitation Years,  unless the Employer specifies
     otherwise  in an  Addendum  to its  Adoption  Agreement.  If  the  Employer
     overrides the 100% limitation under a Standardized  Plan, the Employer must
     specify in its  Addendum 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 this 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  specify  in its  Adoption
     Agreement  to  provide   extra   minimum   benefits   which   satisfy  Code
     ss.416(h)(2).

                                   ARTICLE IV
                            PARTICIPANT CONTRIBUTIONS

4.01  PARTICIPANT  CONTRIBUTIONS.  For purposes of this Article IV,  Participant
contributions  means all  Employee  contributions  described  in  Section  4.02,
deductible  Participant  contributions  described in Section  4.03  ("DECs") and
rollover contributions described Section 4.04.

4.02  EMPLOYEE  CONTRIBUTIONS.  An  Employee  contribution  is  a  nondeductible
contribution  which a  Participant  makes to the Trust as  permitted  under this
Section  4.02.  A deferral  contribution  made by a  Participant  under a 401(k)
arrangement is not an Employee contribution. Employee contributions must satisfy
the  nondiscrimination  requirements  of Code  ss.401(m).  See Section 14.09. An
Employer  must  elect in its  Adoption  Agreement  whether  to  permit  Employee
contributions.  If the Employer  elects to permit  Employee  contributions,  the
Employer  also  must  specify  in  its  Adoption  Agreement  any  conditions  or
limitations which may apply to Employee  contributions.  If the Employer permits
Employee   contributions,   the  Employer  operationally  will  determine  if  a
Participant  will make Employee  contributions  through payroll  deduction or by
other means.

The Employer must elect in its Adoption Agreement whether the Employer will make
matching  contributions  with  respect  to any  Employee  contributions  and any
conditions or limitations which may apply to those matching  contributions.  Any
matching  contribution must satisfy the  nondiscrimination  requirements of Code
ss.401(m). See Section 14.09.

4.03 DECs. A DEC is a deductible Participant contribution made to the Plan for a
taxable year  commencing  prior to 1987. If a  Participant  has made DECs to the
Plan,  the  Plan   Administrator  must  maintain  a  separate  Account  for  the
Participant's DECs as adjusted for earnings,  including DECs which are part of a
rollover contribution described in Section 4.04. The DECs Account is part of the
Participant's  Account  for all  purposes  of the Plan,  except for  purposes of
determining  the top-heavy ratio under Article XII. The Plan  Administrator  may
not  use a  Participant's  DECs  Account  to  purchase  life  insurance  on  the
Participant's behalf.

4.04 ROLLOVER  CONTRIBUTIONS.  A rollover  contribution  is an amount of cash or
property which the Code permits an eligible  Employee or Participant to transfer
directly or  indirectly  to this Plan from  another  qualified  plan. A rollover
contribution  excludes  Employee  contributions,  as adjusted for  earnings.  An
Employer operationally and on a nondiscriminatory  basis, may elect to permit or
not to  permit  rollover  contributions  to this  Plan or may  elect to limit an
eligible   Employee's  right  or  a  Participant's  right  to  make  a  rollover
contribution. If an Employer permits rollover contributions, any Participant (or
as applicable,  any eligible Employee),  with the Employer's written consent and
after filing with the Trustee the form prescribed by the Plan Administrator, may
make  a  rollover  contribution  to  the  Trust.  Before  accepting  a  rollover
contribution,  the Trustee may require a Participant  (or eligible  Employee) to
furnish  satisfactory  evidence  the  proposed  transfer  is in fact a "rollover
contribution"  which the Code  permits an employee to make to a qualified  plan.
The  Trustee,  in  its  sole  discretion,  may  decline  to  accept  a  rollover
contribution of property which could:  (1) generate  unrelated  business taxable
income;  (2) create  difficulty  or undue  expense in  storage,  safekeeping  or
valuation;  or (3) create other  practical  problems  for the Trust.  A rollover
contribution is not an Annual Addition under Part 2 of Article III.

If an  eligible  Employee  makes a rollover  contribution  to the Trust prior to
satisfying the Plan's eligibility conditions, the Plan Administrator and Trustee
must treat the Employee as a limited  Participant  (as  described  in Rev.  Rul.
96-48 or in any successor ruling).  A limited  Participant does not share in the
Plan's allocation of Employer contributions nor Participant  forfeitures and may
not make deferral  contributions if the Plan includes a 401(k) arrangement until
he/she actually becomes a Participant in the Plan. If a limited  Participant has
a  Separation  from Service  prior to becoming a  Participant  in the Plan,  the
Trustee will distribute  his/her  rollover  contributions  Account to him/her in
accordance with Article VI as if it were an Employer contributions Account.

4.05   PARTICIPANT   CONTRIBUTIONS  -  VESTING.   A  Participant's   Participant
contributions Account is, at all times, 100% Vested.

4.06 PARTICIPANT CONTRIBUTIONS - DISTRIBUTION.  Subject to any contrary Employer
election in its Adoption Agreement Appendix A, an Employee,  after attaining age
70 1/2 may  elect to  receive  distribution  prior to  Separation  from  Service
("in-service   distribution")  of  all  or  any  part  of  his/her   Participant
contributions  Account. The Employer in its Adoption Agreement Section 6.01 must
elect  the  additional  in-service  distribution  election  rights,  if  any,  a
Participant has with respect to his/her Participant  contributions  Account. For
purposes of the Employer's  Adoption Agreement  elections  regarding  in-service
distribution   of   Participant   contributions,    a   Participant's   Employee
contributions  also includes DECs. A Participant  will not incur a forfeiture of
any  Account  under the Plan solely as a result of the  distribution  of his/her
Participant  contributions.  The Trustee,  following a Participant's  Separation
from  Service,   will   distribute  to  the  Participant   his/her   Participant
contributions  Account in  accordance  with Article VI in the same manner as the
Trustee distributes the Participant's Employer contributions Account.

4.07   PARTICIPANT   CONTRIBUTIONS  -  INVESTMENT  AND   ACCOUNTING.   The  Plan
Administrator  must maintain a separate  Account in the name of each Participant
to reflect his/her  Participant  contributions  (including,  if applicable,  the
different  types of Participant  contributions),  as adjusted for earnings.  The
Trustee will invest all Participant contributions as part of the Trust Fund.

                                   ARTICLE V
                                     VESTING

5.01  NORMAL/EARLY  RETIREMENT AGE. The Employer in its Adoption  Agreement must
specify the Plan's Normal Retirement Age. An Employer in its Adoption  Agreement
may specify an Early  Retirement  Age. A  Participant's  Account Balance derived
from  Employer  contributions  is 100% Vested upon and after  his/her  attaining
Normal  Retirement  Age  (or  if  applicable,   Early  Retirement  Age)  if  the
Participant is employed by the Employer on or after that date.

5.02  PARTICIPANT  DEATH OR DISABILITY.  Unless the Employer elects otherwise in
its Adoption  Agreement,  a Participant's  Account Balance derived from Employer
contributions is 100% Vested if the  Participant's  Separation from Service is a
result of his/her death or his/her Disability.

5.03 VESTING  SCHEDULE.  Except as provided in Sections 5.01 and 5.02,  for each
Year of Service as described in Section 5.06, a Participant's  Vested percentage
of his/her  Account  Balance  derived  from  Employer  contributions  equals the
percentage  under the vesting  schedule the Employer has elected in its Adoption
Agreement.

For  purposes of Adoption  Agreement  Section  5.03,  "6-year  graded,"  "3-year
cliff," "7-year graded" or "5-year cliff" means an Employee's Vested percentage,
based on each included Year of Service, under the following applicable schedule:

                 6-year graded                        7-year graded
                 0-1 year / 0%                        0-2 years / 0%
                 2 years / 20%                        3 years / 20%
                 3 years / 40%                        4 years / 40%
                 4 years / 60%                        5 years / 60%
                 5 years / 80%                        6 years / 80%
                 6 years / 100%                       7 years / 100%
                 3-year cliff                         5-year cliff
                 0-2 years / 0%                       0-4 years / 0%
                 3 years / 100%                       5 years / 100%

(A)  "Grossed-Up"  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  provisions  of this Section  5.03(A)  apply to the
Participant's  Account Balance. At any relevant time following the distribution,
the Plan Administrator  will determine the Participant's  Vested Account Balance
derived from Employer  contributions  in accordance with 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
Account  Balance  at the  relevant  time 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 Balance.  The Employer,  in an Addendum to its Adoption  Agreement,  may
elect to modify this formula to read as follows:  P(AB + (R x D)) - (R x D). For
purposes  of  this  alternative  formula,  "R"  is  the  ratio  of  "AB"  to the
Participant's Employer-derived Account Balance immediately following the earlier
distribution.

(B) Special Vesting Elections.  The Employer in its Adoption Agreement may elect
other  specified  vesting  provisions  which are consistent with Code ss.411 and
applicable Treasury regulations.

5.04 CASH-OUT  DISTRIBUTIONS TO  PARTIALLY-VESTED  PARTICIPANTS/  RESTORATION OF
FORFEITED  ACCOUNT  BALANCE.  If,  pursuant  to Article  VI, a  partially-Vested
Participant  receives a cash-out  distribution before he/she incurs a Forfeiture
Break in Service,  the  Participant  will incur an immediate  forfeiture  of the
non-Vested   portion  of  his/her  Account   Balance.   If  a   partially-Vested
Participant's Account is entitled to an allocation of Employer  contributions or
Participant  forfeitures for the Plan Year in which he/she otherwise would incur
a forfeiture by reason of a cash-out  distribution,  the Plan Administrator will
apply  the  cash-out  forfeiture  rule  as if the  partially-Vested  Participant
received a cash-out  distribution on the first day of the immediately  following
Plan  Year.  A  partially-Vested  Participant  is  a  Participant  whose  Vested
percentage  determined under Section 5.03 is more than 0% but is less than 100%.
A  cash-out   distribution  is  a  distribution  to  the  Participant   (whether
involuntary  or with  required  consent as  described in Article VI), of his/her
entire Vested Account Balance due to the Participant's Separation from Service.

(A) Forfeiture  Restoration and Conditions for Restoration.  A  partially-Vested
Participant  re-employed by the Employer after receiving a cash-out distribution
of the Vested  percentage of his/her  Account Balance may repay to the Trust the
entire   amount  of  the   cash-out   distribution   attributable   to  Employer
contributions   without  any  adjustment  for  gains  and  losses,   unless  the
Participant no longer has a right to restoration under this Section 5.04(A).  If
a  re-employed  Participant  repays  his/her  cash-out  distribution,  the  Plan
Administrator,  subject to the conditions of this Section 5.04(A),  must restore
the Participant's Account Balance attributable to Employer  contributions to the
same  dollar  amount as the  dollar  amount of  his/her  Account  Balance on the
Accounting Date, or other valuation date,  immediately preceding the date of the
cash-out  distribution,  unadjusted for any gains or losses occurring subsequent
to  that  Accounting   Date,  or  other  valuation  date.   Restoration  of  the
Participant's  Account Balance  includes  restoration of all Protected  Benefits
with respect to that restored  Account  Balance,  in accordance  with applicable
Treasury  regulations.  The Plan  Administrator  will not restore a  re-employed
Participant's Account Balance under this Section 5.04 (A) if:

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

(2) The Participant is not in the Employer's Service on the date the Participant
repays his/her cash-out distribution; or

(3) The Participant has incurred a Forfeiture  Break in Service.  This condition
also applies if the Participant  makes  repayment  within the Plan Year in which
he/she  incurs the  Forfeiture  Break in Service  and that  Forfeiture  Break in
Service  would  result  in  a  complete   forfeiture  of  the  amount  the  Plan
Administrator otherwise would restore.

(B) Time and Method of  Forfeiture  Restoration.  If none of the  conditions  in
Section  5.04(A)  preventing  restoration of the  Participant's  Account Balance
applies,  the Plan Administrator will restore the Participant's  Account Balance
as of the Plan Year Accounting Date coincident with or immediately following the
repayment. To restore the Participant's Account Balance, the Plan Administrator,
to the extent necessary, will allocate to the Participant's Account:

(1) First, the amount, if any, of Participant forfeitures the Plan Administrator
otherwise would 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,  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 Plan  Administrator  to make the required  restoration,  the Employer
must contribute,  without regard to any requirement or condition of Article III,
the additional  amount  necessary to enable the Plan  Administrator  to make the
required  restoration.  If, for a particular  Plan Year, the Plan  Administrator
must restore the Account Balance of more than one re-employed  Participant,  the
Plan  Administrator  will  make the  restoration  allocations  from the  amounts
described in clauses (1), (2) and (3) to each such Participant's  Account in the
same proportion that a Participant's  restored amount for the Plan Year bears to
the  restored  amount  for the  Plan  Year of all  re-employed  Participants.  A
cash-out  restoration  allocation  is not an  Annual  Addition  under  Part 2 of
Article III.

(C) Deemed Cash-out of 0% Vested Participant. Except as the Employer may provide
in an Addendum  to its  Adoption  Agreement,  the deemed  cash-out  rule of this
Section 5.04(C) applies to any 0% Vested Participant.  A "0% Vested Participant"
is a Participant  whose Account Balance derived from Employer  contributions  is
entirely  forfeitable at the time of his/her  Separation  from Service.  If a 0%
Vested  Participant's  Account is not  entitled  to an  allocation  of  Employer
contributions  for the Plan Year in which the  Participant has a Separation from
Service, the Plan Administrator 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 a 0% Vested Participant's  Account is
entitled to an allocation of Employer  contributions or Participant  forfeitures
for the Plan Year in which the Participant  has a Separation  from Service,  the
Plan  Administrator  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/her  Separation from Service.  For purposes of applying
the  restoration  provisions of this Section 5.04, the Plan  Administrator  will
treat  a  reemployed  0%  Vested   Participant  as  repaying   his/her  cash-out
"distribution" on the date of the Participant's re-employment with the Employer.

5.05  ACCOUNTING  FOR  CASH-OUT  REPAYMENT.   As  soon  as  is  administratively
practicable, the Plan Administrator will credit to the Participant's Account the
cash-out amount a Participant has repaid to the Plan. Pending the restoration of
the Participant's  Account Balance, the Plan Administrator under Section 9.08(B)
may  direct the  Trustee  to place the  Participant's  cash-out  repayment  in a
temporary segregated investment Account. Unless the cash-out repayment qualifies
as a Participant rollover  contribution,  the Plan Administrator will direct the
Trustee to repay to the Participant as soon as is administratively  practicable,
the  full  amount  of  the   Participant's   cash-out   repayment  if  the  Plan
Administrator  determines  any 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  determining  a  Participant's
vesting under Section 5.03,  "Year of Service"  means the  12-consecutive  month
vesting  computation period the Employer elects in its Adoption Agreement during
which an Employee completes the number of Hours of Service (not exceeding 1,000)
specified  in the  Adoption  Agreement  or, if the Plan applies the Elapsed Time
Method of crediting Vesting Service,  the vesting  computation  period for which
the Employee  receives credit for a Year of Service under the Service  crediting
rules of  Section  1.15(D).  A Year of  Service  includes  any  Year of  Service
completed prior to the Effective Date of the Plan, except as provided in Section
5.08.

5.07 BREAK IN SERVICE AND FORFEITURE BREAK IN SERVICE - VESTING. For purposes of
this Article V, a Participant  incurs a "Break in Service" if during any vesting
computation  period  he/she does not complete more than 500 Hours of Service or,
if  the  Plan  applies  the  Elapsed  Time  Method  of  crediting  Service,  the
Participant  has a Period of Severance of at least 12  consecutive  months.  If,
pursuant  to  Section  5.06,  the Plan does not  require  more than 500 Hours of
Service to receive credit for a Year of Service, a Participant incurs a Break in
Service in a vesting computation period in which he/she fails to complete a Year
of Service.  A  Participant  incurs a  Forfeiture  Break in Service  when he/she
incurs 5  consecutive  Breaks in  Service.  The Plan does not apply the Break in
Service  (one  year  hold-out)  rule for  vesting  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
pre-Break Years of Service under this Article V.

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  Vested  percentage
     of his/her  Account  Balance  derived  from  Employer  contributions  which
     accrued  for  his/her  benefit  prior to a  Forfeiture  Break in Service or
     receipt of a cash-out distribution, the Plan disregards any Year of Service
     after  the  Participant  first  incurs a  Forfeiture  Break in  Service  or
     receives  a  cash-out  distribution  (except  where the Plan  Administrator
     restores the Participant's Account under Section 5.04(A)).

     (b)  Consistent  with Code  ss.411(a)(4),  any Year of Service the Employer
     elects to exclude under its Adoption Agreement.

5.09 FORFEITURE OCCURS. A Participant's forfeiture of his/her non-Vested Account
Balance 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 Plan  Administrator  determines  the percentage of a  Participant's  Account
Balance  forfeiture,  if any, under this Section 5.09 solely by reference to the
vesting schedule the Employer elected in its Adoption  Agreement.  A Participant
does not forfeit any portion of his/her  Account Balance for any other reason or
cause  except as expressly  provided by this  Section 5.09 or as provided  under
Section 9.11.

5.10 RULE OF PARITY - VESTING.  The Employer may elect in its Adoption Agreement
to apply the  "rule of  parity"  under  Code  ss.411(a)(6)(D)  for  purposes  of
determining  vesting  Years  of  Service.  Under  the rule of  parity,  the Plan
Administrator  excludes  a  Participant's  Years  of  Service  before a Break in
Service if: (a) the number of the  Participant's  consecutive  Breaks in Service
equals or exceeds  5; and (b) the  Participant  is 0% Vested in his/her  Account
Balance derived from Employer contributions at the time he/she has the Breaks in
Service.

5.11 AMENDMENT TO VESTING  SCHEDULE.  The Employer under Section 13.02 may amend
the Plan's vesting schedule(s) under Section 5.03 at any time. However, the Plan
Administrator  will not  apply  the  amended  vesting  schedule  to  reduce  any
Participant's  existing Vested  percentage  (determined on the later of the date
the Employer adopts the amendment,  or the date the amendment becomes effective)
in the  Participant's  existing  and  future  Account  Balance  attributable  to
Employer contributions, to a percentage less than the Vested percentage computed
under the Plan without regard to the amendment.  Furthermore, 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 vesting schedule becomes effective.

If the Employer  amends the Plan's vesting  schedule,  each  Participant  having
completed at least 3 Years of Service (as  described  in Section  5.06) with the
Employer prior to the expiration of the election  period  described  below,  may
irrevocably elect to have the Plan Administrator determine the Vested percentage
of his/her Account Balance without regard to the amendment. The Participant must
file his/her election with the Plan  Administrator  within 60 days of the latest
of: (a) the Employer's adoption of the amendment;  (b) the effective date of the
amendment; or (c) the Participant's receipt of a copy of the amendment. The Plan
Administrator, as soon as practicable, must forward a true copy of any amendment
to the vesting  schedule to each affected  Participant,  together with a written
explanation of the effect of the amendment,  the appropriate form upon which the
Participant  may make an  election  to remain  under the  pre-amendment  vesting
schedule  and  notice  of the time  within  which the  Participant  must make an
election  to remain  under  the  preamendment  vesting  schedule.  The  election
described in this Section  5.11 does not apply to a  Participant  if the amended
vesting  schedule  provides  for  vesting  at  least as rapid at any time as the
vesting schedule in effect prior to the amendment.  For purposes of this Section
5.11, an amendment to the vesting  schedule  includes any Plan  amendment  which
directly or indirectly  affects the  computation  of the Vested  percentage of a
Participant's  Account  Balance.  Furthermore,  any shift in the Plan's  vesting
schedule under Article XII, due to a change in the Plan's top-heavy  status,  is
an amendment to the vesting schedule for purposes of this Section 5.11.

5.12 DEFERRAL  CONTRIBUTIONS  TAKEN INTO ACCOUNT.  If the Plan includes a 401(k)
arrangement,  the vesting rules  described in Article V must take into account a
Participant's  deferral  contributions  for  purposes of  determining:  (1) if a
Participant's  distribution  is of  his/her  entire  Vested  Account  balance as
required for a cash-out  distribution  under Section 5.04;  (2) if a Participant
repays the entire amount of a prior cash-out  distribution so the Participant is
entitled to restoration  under Section  5.04(A);  and (3) if a Participant is 0%
vested under Section 5.04(C) and under Section 5.10.

                                   ARTICLE VI
                                 DISTRIBUTIONS

6.01 TIMING OF DISTRIBUTION.  The Plan  Administrator will direct the Trustee to
commence  distribution of a  Participant's  Vested Account Balance in accordance
with this Section 6.01 upon the  Participant's  Separation  from Service for any
reason, or if the Participant  exercises an in-Service  distribution right under
the Plan.  The  Trustee  may make  Plan  distributions  on any  administratively
practicable date during the Plan Year,  consistent with the Employer's elections
in its Adoption Agreement.

(A) Distribution upon Separation from Service (other than death).

(1)  Participant's  Vested  Account  Balance  not  exceeding  $5,000.  Upon  the
Participant's  Separation from Service for any reason other than death, the Plan
Administrator  (without any requirement of Participant or spousal  consent) will
direct the  Trustee to  distribute  the  Participant's  Vested  Account  Balance
(determined in accordance  with Section  6.01(A)(6))  not exceeding  $5,000 in a
lump sum (without regard to Section 6.04), at the time specified in the Adoption
Agreement,  but in no event later than the 60th day  following  the close of the
Plan Year in which the later of the following  events occur: (a) the Participant
attains Normal Retirement Age; or (b) the Participant Separates from Service.

(2) Participant's  Vested Account Balance exceeds $5,000. Upon the Participant's
Separation from Service for any reason other than death, the Plan Administrator,
subject  to the  Participant's  election  to  postpone  distribution  under this
Section  6.01(A)(2) and the consent  requirements  of Section  6.01(A)(5),  will
direct the Trustee to commence  distribution of the Participant's Vested Account
Balance (determined in accordance with Section 6.01(A)(6))  exceeding $5,000, at
the time  specified in the Adoption  Agreement  and in a form under Section 6.03
elected by the  Participant.  Any  election  under this  Section  6.01(A)(2)  is
subject to the requirements of Section 6.02 and of Section 6.04.

A Participant  eligible to make an election  under this Section  6.01(A)(2)  may
elect to postpone  distribution  beyond the time the Employer has elected in its
Adoption  Agreement,  to any  specified  date  including,  but  not  beyond  the
Participant's  Required  Beginning  Date,  unless the Employer,  in its Adoption
Agreement, specifically limits a Participant's right to postpone distribution of
his/her Account Balance to the later of the date the Participant  attains age 62
or Normal  Retirement  Age. The Plan  Administrator  will reapply the notice and
consent  requirements  of  Section  6.01(A)(4)  and  Section  6.01(A)(5)  to any
distribution  postponed  under  this  Section  6.01(A)(2).  In the  absence of a
Participant's  consent  and  distribution  election  (as  described  in  Section
6.01(A)(5))  or in  the  absence  of  the  Participant's  election  to  postpone
distribution  prior to his/her  annuity  starting date, the Plan  Administrator,
consistent with the Employer's  elections in its Adoption Agreement,  will treat
the  Participant as having elected to postpone  his/her  distribution  until 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  Separates from Service.
At the applicable date, the Plan  Administrator  then will direct the Trustee to
distribute  the  Participant's  Vested  Account  Balance  in a lump sum (or,  if
applicable, the annuity form of distribution required under Section 6.04).

(3)  Disability.  If the  Participant's  Separation  from  Service is because of
his/her  Disability,  the Plan  Administrator will direct the Trustee to pay the
Participant's  Vested Account  Balance in the same manner as if the  Participant
had incurred a Separation from Service without Disability.

(4)  Distribution  notice/annuity  starting  date. At least 30 days and not more
than  90 days  prior  to the  Participant's  annuity  starting  date,  the  Plan
Administrator  must provide a written  notice (or a summary  notice as permitted
under Treasury regulations) to a Participant who is eligible to make an election
under Section 6.01(A)(2)  ("distribution  notice"). The distribution 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
postpone distribution until the applicable date described in Section 6.01(A)(2).
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 but in no event is the "annuity  starting date" earlier than a
Participant's Separation from Service.

(5) Consent  requirements/Participant  distribution election. A Participant must
consent,  in  writing,  following  receipt of the  distribution  notice,  to any
distribution  under this Section 6.01, if at the time of the distribution to the
Participant,  the  Participant's  Vested Account  Balance exceeds $5,000 and the
Participant  has not  attained  the  later of Normal  Retirement  Age or age 62.
Accounts  which are  distributable  prior to the  foregoing  applicable  age are
"immediately  distributable."  Furthermore,  the Participant's  spouse also must
consent,  in writing,  to any distribution,  for which Section 6.04 requires the
spouse's consent. The Participant may reconsider his/her  distribution  election
at  any  time  prior  to  the  annuity  starting  date  and  elect  to  commence
distribution as of any other distribution date permitted under the Plan or under
the Adoption Agreement.  A Participant may elect to receive  distribution at any
administratively  practicable  time which is earlier than 30 days  following the
Participant's  receipt of the  distribution  notice,  by waiving in writing  the
balance of the 30 days.  However, if the requirements of Section 6.04 apply, the
Participant  may not elect to commence  distribution  less than 7 days following
the Participant's  receipt of the distribution  notice. The consent requirements
of this  Section  6.01(A)(5)  do not  apply  with  respect  to  defaulted  loans
described in Section 10.03(E).

(6)  Determination  of Vested  Account  Balance.  For  purposes  of the  consent
requirements  under  this  Article  VI,  the  Plan  Administrator  determines  a
Participant's  Vested  Account  Balance  as of the most  recent  valuation  date
immediately  prior  to  the  distribution  date,  and  takes  into  account  the
Participant's  entire  Account,  including  deferral  contributions.   The  Plan
Administrator  in determining  the  Participant's  Vested Account Balance at the
relevant time, will disregard a Participant's Vested Account Balance existing on
any prior date, except as the Code otherwise may require.

(7) Consent to  cash-out/forfeiture.  If a Participant  is  partially-Vested  in
his/her Account Balance,  a Participant's  election under Section  6.01(A)(2) to
receive distribution prior to the Participant's  incurring a Forfeiture Break in
Service,  must be in the form of a cash-out  distribution  as defined in Section
5.04.

(8) Return to employment. A Participant may not receive a distribution by reason
of Separation from Service, or continue any installment  distribution based on a
prior Separation from Service,  if, prior to the time the Trustee actually makes
the distribution, the Participant returns to employment with the Employer.

(B) Distribution upon Death. In the event of the  Participant's  Separation from
Service on account of death, the Plan Administrator will direct the Trustee,  in
accordance  with this  Section  6.01(B)  and  subject  to  Section  6.02(D),  to
distribute to the  Participant's  Beneficiary the  Participant's  Vested Account
Balance remaining in the Trust at the time of the Participant's  death. The Plan
Administrator,  subject to the requirements of Sections 6.04 and 6.02(D) or to a
Beneficiary's  written  election (if  authorized  by the next  paragraph of this
Section 6.01(B)), must direct the Trustee to distribute or commence distribution
of  the   deceased   Participant's   Vested   Account   Balance,   as   soon  as
administratively practicable following the Participant's death or, if later, the
date on which the Plan  Administrator  receives  notification  of, or  otherwise
confirms,  the Participant's  death. If the Participant's Vested Account Balance
determined in accordance  with Section  6.01(A)(6)  does not exceed $5,000,  the
Trustee  will  distribute  the balance in a lump sum  without  regard to Section
6.04. If the  Participant's  Vested Account Balance exceeds $5,000,  the Trustee
will distribute the balance subject to Section 6.02(D).

If the  Participant's  death  benefit is  payable  in full to the  Participant's
surviving spouse, the surviving spouse may elect distribution at any time and in
any  form  (except  a joint  and  survivor  annuity)  the  Plan  would  permit a
Participant to elect upon Separation from Service.  The  Participant,  on a form
prescribed  by the Plan  Administrator,  may  (subject  to the  requirements  of
Section 6.04) elect the payment  method or the payment term or both,  which will
apply to any Beneficiary,  including his/her surviving spouse. The Participant's
election  may limit any  Beneficiary's  right to increase  the  frequency or the
amount of any  payments.  Any payment term elected by the  Participant  must not
exceed the payment term the Code otherwise would permit the Beneficiary to elect
upon the Participant's death.

(C) In-Service  Distribution.  The Employer must elect in its Adoption Agreement
the  distribution  election  rights,  if any, a Participant has prior to his/her
Separation  from Service  ("in-service  distribution").  Subject to any contrary
Employer  election in Appendix A to its Adoption  Agreement,  a Participant upon
attaining  age 70 1/2,  until he/she  incurs a Separation  from  Service,  has a
continuing  election to receive all or any portion of his/her  Account  Balance,
including Employer contributions and Participant contributions.  If the Employer
elects in its  Adoption  Agreement  additional  in-service  distribution  of any
Employer contribution  (including deferral  contributions),  the Employer in its
Adoption Agreement must specify events or conditions, if any, applicable to such
in-service   distributions.   For  special   requirements   regarding   hardship
distributions,  see Section  6.09.  The Employer also must elect in its Adoption
Agreement the additional  in-service  distribution rights, if any, a Participant
has with respect to Participant  contributions  as defined in Section 4.01. If a
Participant  receives  an  in-service  distribution  as  to  a  partially-Vested
Account, and the Participant has not incurred a Forfeiture Break in Service, the
Plan Administrator will apply the vesting provisions of Section 5.03(A).

A Participant  must make any permitted  in-service  distribution  election under
this  Section  6.01(C)  in  writing  and  on  a  form  prescribed  by  the  Plan
Administrator   which   specifies  the   percentage  or  dollar  amount  of  the
distribution  and the  Participant's  Plan Account  (Employer  contributions  or
Participant  contributions and type) to which the election applies.  If the Plan
permits  in-service  distributions,  a Participant only may elect to receive one
in-service  distribution  per Plan Year under this  Section  6.01(C)  unless the
election form  prescribed by the Plan  Administrator  provides for more frequent
distributions. The Trustee, as directed by the Plan Administrator and subject to
Sections  6.01(A)(4),  6.01(A)(5)  and 6.04,  will  distribute  the  amount(s) a
Participant elects in single sum, as soon as administratively  practicable after
the Participant  files his/her  in-service  distribution  election with the Plan
Administrator.  The Trustee will distribute the Participant's  remaining Account
Balance in accordance with the other provisions of this Article VI.

The Trustee,  prior to a Participant's  Normal  Retirement Age or Disability may
not make any in-service  distribution to the Participant with respect to his/her
Account Balance  attributable  to assets  (including  post-transfer  earnings on
those assets) and liabilities transferred, within the meaning of Code ss.414(l),
to a profit  sharing  plan from a money  purchase  pension plan or from a target
benefit plan  qualified  under Code  ss.401(a)  (other than any portion of those
assets and liabilities attributable to Employee contributions).

6.02 REQUIRED MINIMUM DISTRIBUTIONS.

(A) Priority of Required Minimum  Distribution.  If any distribution  under this
Article VI (by Plan provision or by Participant election or nonelection),  would
commence later than the Participant's  required beginning date ("RBD"), the Plan
Administrator  instead  must  direct  the  Trustee to make  distribution  on the
Participant's  RBD,  subject only to the TEFRA  election,  if applicable,  under
Section  6.11.  The Employer in its Adoption  Agreement  Appendix B may elect to
apply a special  effective date to the RBD definition or may elect in Appendix A
to  continue to apply the RBD  definition  in effect  prior to 1997  ("pre-SBJPA
RBD").  The  Employer  in its  Adoption  Agreement  also may  elect  to  require
distribution earlier than the RBD.

(1) RBD - more than 5% owner. A  Participant's  RBD is the April 1 following the
close of the calendar  year in which the  Participant  attains age 70 1/2 if the
Participant  is a more than 5% owner (as defined in Code ss.416) with respect to
the Plan Year ending in that calendar  year. If a Participant  is a more than 5%
owner at the  close of the  relevant  calendar  year,  the  Participant  may not
discontinue  required minimum  distributions  notwithstanding  the Participant's
subsequent change in ownership status.

(2) RBD - non 5% owners. If the Participant is not a more than 5% owner, his/her
RBD is the  April 1  following  the  close of the  calendar  year in  which  the
Participant incurs a Separation from Service or, if later, the April 1 following
the close of the calendar year in which the Participant attains age 70 1/2. If a
Participant is not a more than 5% owner,  his/her  pre-SBJPA RBD (if applicable)
is April 1 following  the close of the  calendar  year in which the  Participant
attains age 70 1/2.

(3) Form of distribution.  The Trustee will make a required minimum distribution
at the Participant's  RBD in a lump sum (or, if applicable,  the 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.

(B) Participant Transitional Elections.

(1) Election to discontinue distributions.  A Participant who: (a) is not a more
than 5% owner;  (b) had  attained  age 70 1/2 prior to 1997;  (c) had  commenced
prior to 1997 required minimum  distributions  under the pre- SBJPA RBD; and (d)
has not  incurred a  Separation  from  Service,  has a  continuing  election  to
discontinue  receiving  distributions  from  the  Plan  (which  previously  were
required  minimum  distributions  under the Plan).  A  Participant  who makes an
election under this Section  6.02(B)(1)  must  establish a new annuity  starting
date when he/she recommences  payment of his/her Account Balance under the Plan.
A married  Participant  who is  subject  to  Section  6.04 must  obtain  spousal
consent: (a) to discontinue his/her  distributions under this Section 6.04(B)(1)
if  distributions  are in QJSA form;  and (b) to  recommence  benefits in a form
other than a QJSA. A  Participant  may not make any election  under this Section
6.02(B)(1) which is inconsistent  with any QDRO applicable to the  Participant's
Account.

(2) Election to postpone  distributions.  A  Participant  who: (a) is not a more
than 5% owner;  and (b)  attained  age 70 1/2 after 1996 (or who attained age 70
1/2 in 1996, but who had not commenced his/her required minimum distributions in
1996) may elect  under this  Section  6.02(B)(2)  to  postpone  distribution  of
required minimum  distributions  until the  Participant's  RBD established under
Section  6.02(A).  If the Participant  attained age 70 1/2 in 1996,  he/she must
have elected under this Section 6.02(B)(2) to postpone distributions by December
31, 1997. If the  Participant  attained age 70 1/2 after 1996,  he/she must make
the election to postpone  distribution  under this Section  6.01(B)(2) not later
than April 1 of the calendar year  following  the year in which the  Participant
attains age 70 1/2.

(3) Election  requirements.  All  Participant  elections made under this Section
6.01(B) are subject to and must be consistent  with the Employer's RBD elections
in its  Adoption  Agreement  Appendices  A and B. A  Participant  makes  his/her
election under this Section  6.02(B) in writing on a form prescribed by the Plan
Administrator.

(C) Minimum Distribution  Requirements for Participants.  The Plan Administrator
may not direct the  Trustee  to  distribute  the  Participant's  Vested  Account
Balance,  nor may the Participant elect to have the Trustee  distribute  his/her
Vested Account Balance, under a method of payment which, as of the Participant's
RBD,  does  not  satisfy  the  minimum  distribution   requirements  under  Code
ss.401(a)(9) and the applicable Treasury regulations.

(1) Calculation of amount. The required minimum distribution for a calendar year
("distribution  calendar year") equals the Participant's  Vested Account Balance
as of the latest  valuation  date  preceding the  beginning of the  distribution
calendar year (such  valuation date being within the "valuation  calendar year")
divided by the  Participant's  life expectancy or, if applicable,  the joint and
last survivor  expectancy of the Participant and his/her designated  Beneficiary
(as  determined  under  Article  VIII,  subject  to  the  requirements  of  Code
ss.401(a)(9)).  The Plan  Administrator  will increase the Participant's  Vested
Account Balance, 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, any portion of the required minimum distribution for
the first  distribution  calendar  year  made  after the close of that year is a
distribution occurring in that first distribution calendar year.

(2)  Recalculation.  In  computing  a required  minimum  distribution,  the Plan
Administrator  must use the unisex life expectancy  multiples under Treas.  Reg.
ss.1.72-9. The Plan Administrator,  only upon the Participant's timely election,
will compute the required minimum distribution for a distribution  calendar year
subsequent   to  the  first   distribution   calendar   year  by   redetermining
("recalculation"  of) the Participant's life expectancy or the Participant's and
spouse designated Beneficiary's life expectancies as elected.  However, the Plan
Administrator 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.  A  Participant  must elect  recalculation  under this Section
6.02(C)(2) in writing and on a form the Plan Administrator prescribes, not later
than the Participant's RBD.

(3) Minimum distribution  incidental benefit (MDIB). If the Participant's spouse
is not his/her  designated  Beneficiary,  a method of payment to the Participant
(whether  by  Participant  election  or by Plan  Administrator  direction)  must
satisfy the MDIB requirement under Code  ss.401(a)(9) for distributions  made on
or after the Participant's  RBD and before the  Participant's  death. To satisfy
the MDIB  requirement,  the Plan  Administrator  will compute the  Participant's
required  minimum  distribution 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 Plan  Administrator  will compute the
minimum  distribution  required  by Section  6.02(D)  solely on the basis of the
applicable life expectancy factor and will disregard the MDIB factor.

(4)  Payment  due  date.  The  required  minimum   distribution  for  the  first
distribution calendar year is due by the Participant's RBD. The required minimum
distribution  for each  subsequent  distribution  calendar  year,  including the
calendar year in which the  Participant's  RBD occurs,  is due by December 31 of
that year.

(5)  Nontransferable  annuity. If the Participant  receives  distribution in the
form of a  Nontransferable  Annuity,  the  distribution  satisfies  this Section
6.02(C) if the contract complies with the requirements of Code ss.401(a)(9).

(D)  Minimum  Distribution   Requirements  for  Beneficiaries.   The  method  of
distribution to the Participant's Beneficiary must satisfy Code ss.401(a)(9).

(1) Death after RBD. If the  Participant's  death occurs  after  his/her RBD (or
earlier,  if the  Participant had commenced an irrevocable  annuity  pursuant to
Section 6.04), the Trustee must distribute the  Participant's  remaining benefit
to the  Beneficiary  at least as  rapidly  as under the method in effect for the
Participant,  determined  without  regard to the MDIB  requirements  of  Section
6.02(C)(3).

(2) Death prior to RBD. If the  Participant's  death occurs prior to his/her RBD
(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:  (a) 5 years after the date of the Participant's death; or (b) if
the Beneficiary is a designated Beneficiary,  the designated  Beneficiary's life
expectancy.  A  designated  Beneficiary  is  a  Beneficiary  designated  by  the
Participant  or determined  under Section 8.02. The Plan  Administrator  may not
direct  payment  of the  Participant's  Vested  Account  Balance  over a  period
described  in clause  (b)  unless  the  Trustee  will  commence  payment  to the
designated  Beneficiary no later than the December 31 following the close of the
calendar year in which the  Participant's  death occurred or, if later,  and the
designated Beneficiary is the Participant's surviving spouse, December 31 of the
calendar year in which the Participant would have attained age 70 1/2.

If the Trustee  will make  distribution  in  accordance  with clause (b) of this
Section 6.02(D)(2),  the minimum  distribution for a distribution  calendar year
equals the Participant's  Vested Account Balance as of the latest valuation date
preceding  the  beginning  of the  distribution  calendar  year  divided  by the
designated  Beneficiary's  life expectancy.  The Plan Administrator must use the
unisex life  expectancy  multiples under Treas.  Reg.  ss.1.72-9 for purposes of
applying this Section 6.02(D).

(3) Recalculation. The Plan Administrator,  only upon the Participant's election
(under Section  6.02(C)(2)) or the  Participant's  surviving  spouse  designated
Beneficiary's   election,   will   recalculate   the  life   expectancy  of  the
Participant's  surviving spouse not more frequently than annually.  However, the
Plan  Administrator  may not  recalculate  the life  expectancy  of a  nonspouse
designated  Beneficiary  after the Trustee  commences  payment to the designated
Beneficiary.  The Plan Administrator will apply this Section 6.02(D) by treating
any  amount  paid to the  Participant's  child,  which  becomes  payable  to the
Participant's  surviving spouse upon the child's  attaining the age of majority,
as paid to the  Participant's  surviving  spouse. A surviving spouse  designated
Beneficiary must elect  recalculation under this ss.6.02(D)(3) in writing and on
a form the Plan  Administrator  prescribes  not  later  than the last day of the
spouse's first distribution year.

(4)  Beneficiary  election.  If the  Participant  under Section  6.01(B) had not
elected the payment method or payment term, the  Participant's  Beneficiary must
elect the method of  distribution  no later than the date  specified  above upon
which  the  Trustee  must  commence  distribution  to  the  Beneficiary.  If the
Beneficiary fails to elect timely a distribution  method, the Plan Administrator
must commence  distribution  within the time required for a Participant who dies
without a designated Beneficiary.

(E) Model  Amendment.  The employer in Appendix B to its Adoption  Agreement may
elect to apply the following IRS Model Amendment:

With respect to distributions under the Plan made on or after the effective date
the Employer  specifies in Appendix B to its  Adoption  Agreement,  for calendar
years  beginning  on or after  January 1, 2001,  the Plan will apply the minimum
distribution  requirements of section  401(a)(9) of the Internal Revenue Code in
accordance  with the regulations  under section  401(a)(9) that were proposed on
January  17,  2001,  (the  "2001  Proposed  Regulations"),  notwithstanding  any
provision of the Plan to the contrary.  If the total amount of required  minimum
distributions  made to a Participant  for 2001 prior to the Appendix B effective
date are equal to or greater than the amount of required  minimum  distributions
determined under the 2001 Proposed Regulations, then no additional distributions
are required for such  Participant  for 2001 on or after such date. If the total
amount of required minimum distributions made to a Participant for 2001 prior to
the Appendix B effective date are less than the amount determined under the 2001
Proposed Regulations, then the amount of required minimum distributions for 2001
on or after such date will be  determined  so that the total  amount of required
minimum  distributions for 2001 is the amount determined under the 2001 Proposed
Regulations.  This  amendment  shall  continue in effect until the last calendar
year  beginning  before the effective  date of final  regulations  under section
401(a)(9)  or  such  other  date as may be  published  by the  Internal  Revenue
Service.

6.03 METHOD OF  DISTRIBUTION.  Subject to any contrary  requirements  imposed by
Sections 6.01 (including 6.01(C) regarding  in-service  distributions),  6.02 or
6.04, a Participant or a 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/her
designated  Beneficiary.  The Employer  may elect in its  Adoption  Agreement to
modify  the  methods of  payment  available  under  this  Section  6.03.  If the
Employer's  Plan is a restated Plan, the Employer in its Adoption  Agreement and
in accordance with Treas.  Reg.  ss.1.411(d)-4,  may elect to eliminate from the
prior Plan certain Protected Benefits.  If the Employer elects or is required to
provide an annuity, the annuity must: (1) be a Nontransferable  Annuity; and (2)
otherwise comply with the Plan terms.

The distribution options permitted under this Section 6.03 are available only if
the   Participant's   Vested  Account  Balance,   as  determined  under  Section
6.01(A)(6),  exceeds  $5,000.  To  facilitate  installment  payments  under this
Article VI, the Plan Administrator  under Section 9.08(B) may direct the Trustee
to  segregate  all or  any  part  of  the  Participant's  Account  Balance  in a
segregated   investment  Account.   Under  an  installment   distribution,   the
Participant or the Beneficiary, at any time, may elect to accelerate the payment
of all, or any portion, of the Participant's unpaid Vested Account Balance.

Pending final accounting for a valuation date, the Plan Administrator may make a
partial distribution to a Participant who has incurred a Separation from Service
or to a Beneficiary.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND TO SURVIVING SPOUSES.

(A) Qualified Joint and Survivor  Annuity (QJSA).  The Plan  Administrator  must
direct the Trustee to  distribute  a married or unmarried  Participant's  Vested
Account Balance in the form of a QJSA, unless the Participant, and spouse if the
Participant is married,  waive the QJSA in accordance  with Section 6.05. If, as
of  the  annuity  starting  date,  the  Participant  is  married  (even  if  the
Participant  has not been married  throughout  the one year period ending on the
annuity starting date), a QJSA is an immediate annuity which is purchasable with
the  Participant's  Vested Account Balance 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 QJSA  is an  immediate  life  annuity  for  the
Participant which is purchasable with the Participant's  Vested Account Balance.
A life annuity means an annuity  payable in equal  installments  for the life of
the Participant that terminates upon the Participant's death.

(B) Qualified  Preretirement  Survivor Annuity (QPSA). If a married  Participant
dies prior to his/her annuity starting date, the Plan  Administrator will direct
the Trustee to distribute a portion of the Participant's  Vested Account Balance
to the  Participant's  surviving spouse in the form of a QPSA,  unless:  (1) the
Participant  has a valid  waiver  election  (as  described  in Section  6.06) in
effect;  or (2) the Participant  and his/her spouse were not married  throughout
the one year period ending on the date of the Participant's  death. The Employer
in an Addendum to its Adoption  Agreement may elect not to apply the one year of
marriage  requirement  in clause (2). A QPSA is an annuity which is  purchasable
with 50% of the Participant's  Vested Account Balance (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  QPSA is  attributable  to
Employer  contributions and to Participant  contributions in the same proportion
as  the   Participant's   Vested  Account   Balance  is  attributable  to  those
contributions.  The  portion of the  Participant's  Vested  Account  Balance not
payable as a QPSA is payable to the  Participant's  Beneficiary,  in  accordance
with the remaining provisions of this Article VI.

(C) Surviving  Spouse  Elections.  If the  Participant's  Vested Account Balance
which  the  Trustee  would  apply to  purchase  the  QPSA  exceeds  $5,000,  the
Participant's surviving spouse may elect to have the Trustee commence payment of
the QPSA 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  6.03,  in lieu of the
QPSA.  In  the  absence  of an  election  by  the  surviving  spouse,  the  Plan
Administrator  must direct the Trustee to  distribute  the QPSA on the  earliest
administratively  practicable date following the close of the Plan Year in which
the latest of the following events occurs: (1) the Participant's  death; (2) the
date the Plan Administrator  receives  notification of or otherwise confirms the
Participant's  death;  (3) the date the  Participant  would have attained Normal
Retirement Age; or (4) the date the Participant would have attained age 62.

(D) Effect of Waiver.  If the  Participant has in effect a valid waiver election
regarding the QJSA or the QPSA, the Plan  Administrator  must direct the Trustee
to distribute  the  Participant's  Vested  Account  Balance in  accordance  with
Sections 6.01, 6.02 and 6.03.

(E) Loan Offset.  The Plan  Administrator  will reduce the Participant's  Vested
Account  Balance  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  Vested  Account  Balance
distributable  in the form of a QJSA or QPSA,  provided the loan  satisfied  the
spousal consent requirement described in Section 10.03(E).

(F) Effect of QDRO.  For purposes of applying  this Article VI, a former  spouse
(in lieu of the  Participant's  current spouse) is the  Participant's  spouse or
surviving  spouse to the extent provided under a QDRO 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 Vested Account Balance subject to
a QDRO and to the  portion  of the  Participant's  Vested  Account  Balance  not
subject to the QDRO.

(G) Vested Account Balance Not Exceeding $5,000.  The Trustee must distribute in
a lump sum, a Participant's  Vested Account Balance which the Trustee  otherwise
under  Section  6.04 would  apply to provide a QJSA or QPSA  benefit,  where the
Participant's  Vested Account Balance  determined under Section  6.01(A)(6) does
not exceed $5,000.

(H) Profit  Sharing Plan  Exception.  If this Plan is a profit sharing plan, the
Employer in its Adoption  Agreement must elect the extent to which the preceding
provisions  of Section  6.04 apply.  The  Employer  may elect to exempt from the
provisions of Section 6.04, all Participants ("Exempt  Participants") except the
following  Participants to whom Section 6.04 must be applied:  (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  13.07;  (2) a Participant  who elects a life annuity  distribution  (if
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 without regard to the limitations of this Section 6.04(H). Sections
6.05 and 6.06 only apply to  Participants to whom the provisions of this Section
6.04 apply.

6.05 WAIVER  ELECTION - QJSA.  At least 30 days and not more than 90 days before
the Participant's annuity starting date, the Plan Administrator must provide the
Participant a written  explanation  of the terms and conditions of the QJSA, the
Participant's  right to make,  and the effect of, an  election to waive the QJSA
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  ("QJSA  notice").  The Plan  does not  limit  the  number of times the
Participant  may  revoke a waiver of the QJSA or make a new  waiver  during  the
election  period.  The Participant  (and his/her  spouse,  if the Participant is
married),  may revoke an election to receive a particular form of benefit at any
time until the annuity starting date.

A married  Participant's  QJSA  waiver  election  is not valid  unless:  (a) the
Participant's  spouse (to whom the survivor  annuity is payable under the QJSA),
after the Participant has received the QJSA notice,  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/her
representative)  witnesses the spouse's consent;  (b) the spouse consents to the
alternative  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 QJSA is irrevocable,  unless the Participant
revokes the waiver  election.  The spouse may  execute a blanket  consent to the
Participant's  future payment form election or Beneficiary  designation,  if the
spouse acknowledges the right to limit his/her consent to a specific designation
but, in writing, waives that right.

The Plan  Administrator  will accept as valid a waiver  election  which does not
satisfy the spousal consent  requirements if the Plan Administrator  establishes
the Participant  does not have a spouse,  the Plan  Administrator is not able to
locate the  Participant's  spouse,  the Participant is legally  separated or has
been abandoned  (within the meaning of applicable 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 spousal  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 - QPSA.  The Plan  Administrator  must  provide a written
explanation of the QPSA to each married Participant ("QPSA notice"),  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
Section  6.04  of the  Plan  becomes  applicable  to the  Participant;  or (4) a
reasonable  period after the Plan 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 Plan  Administrator  must
provide the QPSA notice  within the period  beginning one year before and ending
one year after the Separation from Service. The QPSA notice must describe,  in a
manner  consistent  with Treasury  regulations,  the terms and conditions of the
QPSA and of the waiver of the QPSA, comparable to the QJSA notice required under
Section 6.05.  The Plan does not limit the number of times the  Participant  may
revoke a waiver of the QPSA or make a new waiver during the election period. The
election  period  for  waiver of the QPSA ends on the date of the  Participant's
death.

A Participant's  QPSA waiver  election is not valid unless:  (a) the Participant
makes the waiver election after the Participant has received the QPSA notice and
no earlier than the first day of the Plan Year in which  he/she  attains age 35;
and (b) the Participant's  spouse (to whom the QPSA is payable)  satisfies or is
excused from the consent  requirements as 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 QPSA is  irrevocable,
unless the Participant revokes the waiver election.  The spouse also may execute
a blanket  consent as described  in Section  6.05.  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/she  attains age 35,
the  Plan   Administrator   will  accept  a  waiver  election  as  respects  the
Participant's  Account Balance  attributable to his/her Service prior to his/her
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 Plan
Administrator  will accept that election as valid,  but only until the first day
of the Plan Year in which the Participant attains age 35.

6.07   DISTRIBUTIONS   UNDER  QUALIFIED   DOMESTIC   RELATIONS   ORDERS  (QDRO).
Notwithstanding  any other  provision of this Plan,  the Trustee,  in accordance
with the direction of the Plan Administrator, must comply with the provisions of
a QDRO, as defined in Code ss.414(p),  which is issued with respect to the Plan.
This Plan specifically  permits  distribution to an alternate payee under a QDRO
at any time,  irrespective  of whether  the  Participant  has  attained  his/her
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  QDRO  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 $5,000,  and the
QDRO requires,  the alternate payee consents to any distribution occurring prior
to the  Participant's  attainment of earliest  retirement  age.  Nothing in this
Section 6.07 gives a Participant a right to receive  distribution  at a time the
Plan  otherwise  does not permit nor does Section 6.07  authorize  the alternate
payee to receive a form of payment the Plan does not permit.

The Plan  Administrator  must establish  reasonable  procedures to determine the
qualified  status of a  domestic  relations  order.  Upon  receiving  a domestic
relations order, the Plan Administrator 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 Plan Administrator must determine the qualified status of the order and must
notify  the  Participant  and each  alternate  payee,  in  writing,  of the Plan
Administrator's determination.  The Plan Administrator 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 DOL regulations.

If any portion of the Participant's  Vested Account Balance is payable under the
domestic  relations order during the period the Plan Administrator is making its
determination of the qualified status of the domestic  relations order, the Plan
Administrator must maintain a separate accounting of the amounts payable. If the
Plan  Administrator  determines the order is a QDRO within 18 months of the date
amounts first are payable following receipt of the domestic relations order, the
Plan  Administrator will direct the Trustee to distribute the payable amounts in
accordance  with  the  QDRO.  If  the  Plan  Administrator  does  not  make  its
determination  of  the  qualified  status  of  the  order  within  the  18-month
determination  period,  the  Plan  Administrator  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  Plan
Administrator later determines the order is a QDRO.

To the extent it is not  inconsistent  with the provisions of the QDRO, the Plan
Administrator under Section 9.08(B) may direct the Trustee to segregate the QDRO
amount in a segregated investment account. The Trustee will make any payments or
distributions  required  under this Section 6.07 by separate  benefit  checks or
other separate distribution to the alternate payee(s).

6.08  DEFAULTED  LOAN - TIMING OF  OFFSET.  If a  Participant  or a  Beneficiary
defaults on a Plan loan, the Plan Administrator will determine the timing of the
reduction  (offset) of the  Participant's  Vested Account  Balance in accordance
with this Section 6.08 and the Plan  Administrator's  loan policy. If, under the
loan policy a loan default  also is a  distributable  event under the Plan,  the
Trustee, at the time of the loan default,  will offset the Participant's  Vested
Account  Balance  by the  lesser of the  amount in  default  (including  accrued
interest) or the Plan's security interest in that Vested Account Balance. If the
loan is from a money purchase pension plan or from a target benefit plan and the
loan default is a  distributable  event under the loan policy,  the Trustee will
offset the Participant's  Account Balance in the manner described above, only if
the  Participant  has incurred a Separation  from Service or has attained Normal
Retirement  Age.  If the loan is under a 401(k)  arrangement,  to the extent the
loan  is  attributable  to the  Participant's  deferral  contributions  Account,
qualified matching  contributions Account,  qualified nonelective  contributions
Account or safe harbor  contributions  Account,  the Trustee will not offset the
Participant's  Vested  Account  Balance  unless the  Participant  has incurred a
Separation from Service or unless the Participant has attained age 59 1/2.

6.09 HARDSHIP  DISTRIBUTION.  For purposes of this Plan,  unless the Employer in
its Adoption Agreement Section 6.01 elects otherwise, a hardship distribution is
a  distribution  on account of one or more of the following  immediate and heavy
financial  needs:  (1)  expenses for 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) costs
directly related to the purchase  (excluding  mortgage  payments) of a principal
residence of the Participant;  (3) payment of  post-secondary  education tuition
and related  educational fees (including room and board),  for the next 12-month
period,  for the Participant,  for the  Participant's  spouse, or for any of the
Participant's  dependents (as defined in Code ss.152); (4) payments necessary to
prevent the eviction of the Participant from his/her principal  residence or the
foreclosure on the mortgage of the Participant's principal residence; or (5) any
need the  Revenue  Service  prescribes  in a  revenue  ruling,  notice  or other
document of general  applicability which satisfies the safe harbor definition of
hardship under Treas. Reg. ss.1.401(k)-1(d)(2)(iv)(A). See Section 14.11(A) if a
hardship  distribution is from a Participant's  elective  deferral  Account in a
401(k)  arrangement.  The  Employer in its Adoption  Agreement  Section 6.01 may
elect to apply Section 14.11(A) to all Plan hardship distributions.  If the Plan
permits  a  hardship  distribution  from more than one  Account  type,  the Plan
Administrator   may   determine  any  ordering  of  a   Participant's   hardship
distribution from the hardship distribution eligible Accounts.

6.10 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS.

(A) Participant  Election.  A Participant  (including for this purpose, a former
Employee)  may  elect,  at the time  and in the  manner  prescribed  by the Plan
Administrator,  to have any portion of his/her  eligible  rollover  distribution
from the Plan paid  directly to an eligible  retirement  plan  specified  by the
Participant in a direct rollover election.  For purposes of this Section 6.10, a
Participant includes as to their respective interests, a Participant's surviving
spouse and the  Participant's  spouse or former spouse who is an alternate payee
under a QDRO.

(B) Rollover and Withholding  Notice. At least 30 days and not more than 90 days
prior to the Trustee's  distribution of an eligible rollover  distribution,  the
Plan  Administrator must provide a written notice (including a summary notice as
permitted under applicable Treasury  regulations)  explaining to the distributee
the rollover option,  the applicability of mandatory 20% federal  withholding to
any amount not directly  rolled  over,  and the  recipient's  right to roll over
within  60  days  after  the  date of  receipt  of the  distribution  ("rollover
notice"). If applicable,  the rollover notice also must explain the availability
of  income  averaging  and  the  exclusion  of net  unrealized  appreciation.  A
recipient of an eligible rollover  distribution  (whether he/she elects a direct
rollover  or elects to  receive  the  distribution),  also may elect to  receive
distribution at any  administratively  practicable time which is earlier than 30
days (but not less than 7 days if Section 6.04 applies) following receipt of the
rollover notice.

(C) Default rollover.  The Plan Administrator,  in the case of a Participant who
does not respond timely to the notice described in Section  6.10(B),  may make a
direct  rollover of the  Participant's  Account (as described in Revenue  Ruling
2000-36 or in any successor  guidance) in lieu of distributing the Participant's
Account.

(D) Definitions. The following definitions apply to this Section 6.10:

(1) Eligible rollover  distribution.  An eligible  rollover  distribution is any
distribution  of  all or  any  portion  of the  balance  to  the  credit  of the
Participant,  except an eligible rollover distribution does not include: (a) any
distribution  which is one of a series of substantially  equal periodic payments
(not less  frequently  than annually) made for the life (or life  expectancy) of
the  Participant  or  the  joint  lives  (or  joint  life  expectancies)  of the
Participant and the  Participant's  designated  beneficiary,  or for a specified
period  of ten  years  or  more;  (b) any  Code  ss.401(a)(9)  required  minimum
distribution;  (c) the portion of any  distribution  which is not  includible in
gross income  (determined  without  regard to the  exclusion  of net  unrealized
appreciation with respect to employer securities); (d) any hardship distribution
made after  December  31,  1998,  from a  Participant's  deferral  contributions
Account (except where the Participant also satisfies a non-hardship distribution
event described in Section  14.03(d));  and (e) any distribution which otherwise
would be an eligible rollover distribution, but where the total distributions to
the  Participant  during that calendar year are  reasonably  expected to be less
than $200.

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

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

6.11 TEFRA ELECTIONS.  Notwithstanding the provisions of Sections 6.01, 6.02 and
6.03,  if  the  Participant  (or  Beneficiary)  signed  a  written  distribution
designation prior to January 1, 1984,  ("TEFRA election") the Plan Administrator
must direct the Trustee to distribute the  Participant's  Vested Account Balance
in accordance  with that  election,  subject  however,  to the survivor  annuity
requirements,  if applicable, of Sections 6.04, 6.05 and 6.06. This Section 6.11
does not apply to a TEFRA election,  and the Plan  Administrator will not comply
with that election,  if any of the following applies:  (1) the elected method of
distribution  would have  disqualified  the Plan under Code  ss.401(a)(9)  as in
effect on December 31, 1983; (2) the Participant did not have an Account Balance
as of December 31, 1983;  (3) the election  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 distribution payment period; or, (5)
the Participant (or Beneficiary)  modifies or revokes the election. In the event
of a revocation,  the Trustee 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 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 if the
distribution  designation had not been in effect.  The Plan  Administrator  will
apply this Section 6.11 to rollovers and transfers in accordance  with Part J of
the Code ss.401(a)(9) Treasury regulations.

                                  ARTICLE VII
                       EMPLOYER ADMINISTRATIVE PROVISIONS

7.01  INFORMATION  TO PLAN  ADMINISTRATOR.  The  Employer  must  supply  current
information to the Plan  Administrator  as to the name,  date of birth,  date of
employment,  Compensation,  leaves  of  absence,  Years of  Service  and date of
Separation  from  Service of each  Employee  who is, or who will be  eligible to
become, a Participant under the Plan,  together with any other information which
the Plan Administrator  considers necessary to administer properly the Plan. The
Employer's  records as to the current  information the Employer furnishes to the
Plan Administrator are conclusive as to all persons.

7.02 NO RESPONSIBILITY FOR OTHERS.  Except as required under ERISA, the Employer
has no responsibility or obligation under the Plan to Employees, Participants or
Beneficiaries  for any act (unless the Employer also serves in such  capacities)
required of the Plan Administrator,  the Trustee, the Custodian, or of any other
service provider to the Plan.

7.03 INDEMNITY OF CERTAIN FIDUCIARIES.  The Employer will indemnify,  defend and
hold harmless the Plan Administrator from and against any and all loss resulting
from liability to which the Plan Administrator may be subjected by reason of any
act or omission (except willful  misconduct or gross negligence) in its official
capacities  in the  administration  of this  Trust  or Plan or  both,  including
attorneys'  fees  and  all  other  expenses  reasonably  incurred  in  the  Plan
Administrator's defense, in case the Employer fails to provide such defense. The
indemnification  provisions  of  this  Section  7.03  do not  relieve  the  Plan
Administrator from any liability the Plan Administrator may have under ERISA for
breach of a fiduciary duty. Furthermore, the Plan Administrator and the Employer
may  execute  a  written  agreement  further   delineating  the  indemnification
agreement of this Section 7.03,  provided the  agreement is consistent  with and
does not violate  ERISA.  The  indemnification  provisions  of this Section 7.03
extend to any  Trustee,  third  party  administrator,  Custodian  or other  Plan
service provider solely to the extent provided by a written  agreement  executed
by such persons and the Employer.

7.04 EMPLOYER DIRECTION OF INVESTMENT.  The Employer has the right to direct the
Trustee with respect to the investment and  re-investment  of assets  comprising
the Trust  Fund only if and to the  extent the  Trustee  consents  in writing to
permit such direction.

7.05 EVIDENCE. Anyone including the Employer,  required to give data, statements
or other information relevant under the terms of the Plan ("evidence") may do so
by  certificate,  affidavit,  document  or other form 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 Plan Administrator and the
Trustee are  protected  fully in acting and relying upon any evidence  described
under the immediately preceding sentence.

7.06 PLAN  CONTRIBUTIONS.  The Employer is solely  responsible  to determine the
proper  amount  of any  Employer  contribution  it makes to the Plan and for the
timely deposit to the Trust of the Employer's Plan contributions.

7.07  EMPLOYER  ACTION.  The  Employer  must take any  action  under the Plan in
accordance with  applicable Plan provisions and with proper  authority such that
the action is valid and under applicable law and is binding upon the Employer.

7.08  FIDUCIARIES  NOT INSURERS.  The Trustee,  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  Employer,  the Plan
Administrator  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.

7.09 PLAN TERMS BINDING.  The Plan is binding upon the Employer,  Trustee,  Plan
Administrator,  Custodian  (and all other service  providers to the Plan),  upon
Participants, Beneficiaries and all other persons entitled to benefits, and upon
the successors and assigns of the foregoing persons.

7.10 WORD USAGE.  Words used in the masculine  also apply to the feminine  where
applicable,  and wherever the context of the Plan dictates,  the plural includes
the singular and the singular  includes the plural.  Titles of Plan and Adoption
Agreement sections are for reference only.

7.11  STATE  LAW.  The law of the  state of the  Employer's  principal  place of
business will determine all questions  arising with respect to the provisions of
the Plan,  except to the extent  superseded  by ERISA or other  federal law. The
Employer in an Addendum to its Adoption Agreement and subject to applicable law,
may elect to apply the law of another state.

7.12  PROTOTYPE  PLAN  STATUS.  If the Plan  fails  initially  to  qualify or to
maintain qualification or if the Employer makes any amendment or modification to
a provision of the 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 no longer may participate under
this  Prototype  Plan.  The Employer  also may not  participate  (or continue to
participate)  in this  Prototype  Plan if the Trustee or Custodian does not have
the written consent of the Prototype Plan Sponsor required under Section 1.33 to
serve in the capacity of Trustee or  Custodian.  If the Employer is not entitled
to participate  under this Prototype Plan, the Plan is an  individually-designed
plan and the reliance procedures  specified in the applicable Adoption Agreement
no longer apply.

7.13 EMPLOYMENT NOT GUARANTEED.  Nothing contained in this Plan, or with respect
to the  establishment  of the Trust, or any modification or any amendment to the
Plan or Trust, or in the creation of any Account, or with respect to the payment
of any benefit, gives any Employee,  Participant or any Beneficiary any right to
employment or to continued employment by the Employer, or any legal or equitable
right against the Employer,  the Trustee, the Plan Administrator or any employee
or agent thereof,  except as expressly provided by the Plan, the Trust, ERISA or
other applicable law.

                                  ARTICLE VIII
                      PARTICIPANT ADMINISTRATIVE PROVISIONS

8.01 BENEFICIARY DESIGNATION.  A Participant from time to time may designate, in
writing,  any person(s)  (including a trust or other  entity),  contingently  or
successively,  to whom the Trustee  will pay the  Participant's  Vested  Account
Balance  (including any life  insurance  proceeds  payable to the  Participant's
Account) in the event of death.  A  Participant  also may designate the form and
method of payment of his/her Account.  The Plan Administrator will prescribe the
form for the  Participant's  written  designation of  Beneficiary  and, upon the
Participant's filing the form with the Plan Administrator,  the form effectively
revokes all  designations  filed prior to that date by the same  Participant.  A
divorce  decree,  or a decree of legal  separation,  revokes  the  Participant's
designation,  if any, of his/her  spouse as his/her  Beneficiary  under the Plan
unless:  (1) the  decree  or a QDRO  provides  otherwise;  or (2)  the  Employer
provides  otherwise  in an Addendum to its  Adoption  Agreement.  The  foregoing
revocation  provision (if applicable) applies only with respect to a Participant
whose divorce or legal separation becomes effective on or following the date the
Employer  executes  this Plan,  unless the  Employer in its  Adoption  Agreement
specifies a different effective date.

(A) Coordination with Survivor Annuity Requirements.  If Section 6.04 applies to
the  Participant,  this Section 8.01 does not impose any special spousal consent
requirements on the Participant's Beneficiary designation unless the Participant
waives  the QJSA or QPSA  benefit.  If the  Participant  waives the QJSA or QPSA
benefit without spousal consent to the  Participant's  Beneficiary  designation:
(1)  any  waiver  of the  QJSA  or of the  QPSA  is not  valid;  and  (2) if the
Participant  dies prior to his/her  annuity  starting  date,  the  Participant's
Beneficiary  designation  will  apply only to the  portion of the death  benefit
which is not  payable as a QPSA.  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 QPSA.

(B) Profit  Sharing Plan  Exception.  If the Plan is a profit  sharing plan, the
Beneficiary designation of a married Exempt Participant, as described in Section
6.04(H),  is not valid  unless the  Participant's  spouse  consents (in a manner
described in Section 6.05) to the Beneficiary  designation.  The spousal consent
requirement in this Section 8.01(B) does not apply if the  Participant's  spouse
is the Participant's sole primary Beneficiary,  or if the Exempt Participant and
his/her spouse are not married throughout the one-year period ending on the date
of the Participant's death.

(C) Incapacity of Beneficiary.  If, in the opinion of the Plan Administrator,  a
Beneficiary  is not  able  to care  for  his/her  affairs  because  of a  mental
condition,  physical  condition or by reason of age, the Plan Administrator will
apply the provisions of Section 10.09.

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  the  Participant,  then the Trustee will pay the
Participant's  Vested  Account  Balance in  accordance  with Section 6.03 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  (without  regard to the one-year
     marriage rule of Sections  6.04(B) and 8.01(B);  and if no surviving spouse
     to

     (b) The  Participant's  children  (including  adopted  children),  in equal
     shares by right of  representation  (one share for each surviving child and
     one share for each  child  who  predeceases  the  Participant  with  living
     descendents); and if none to

     (c) The Participant's surviving parents, in equal shares; and if none to

     (d) The Participant's estate.

If the Beneficiary  survives the Participant,  but dies prior to distribution of
the  Participant's  entire  Vested  Account  Balance,  the Trustee  will pay the
remaining  Vested Account Balance to the  Beneficiary's  estate unless:  (1) the
Participant's  Beneficiary  designation provides otherwise;  (2) the Beneficiary
has properly designated a beneficiary; or (3) the Employer provides otherwise in
an  Addendum to its  Adoption  Agreement.  A  Beneficiary  only may  designate a
beneficiary for the Participant's Account Balance remaining at the Beneficiary's
death, if the Participant has not previously  designated a successive contingent
beneficiary and the Beneficiary's  designation  otherwise complies with the Plan
terms.  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 an
Addendum  unless the  Participant's  surviving  spouse will be the sole  primary
Beneficiary  in the different  order of priority.  The Plan  Administrator  will
direct the  Trustee as to the method and to whom the Trustee  will make  payment
under this Section 8.02.

8.03 ASSIGNMENT OR ALIENATION.  Except as provided in Code ss.414(p) relating to
QDROs  and in  Code  ss.401(a)(13)  relating  to  certain  voluntary,  revocable
assignments,  judgments and settlements, 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, except as provided by Code
ss.401(a)(13)  or other  applicable law, a benefit under the Plan is not subject
to attachment, garnishment, levy, execution or other legal or equitable process.

8.04 INFORMATION AVAILABLE. Any Participant or Beneficiary may examine copies of
the Plan description,  latest annual report, any bargaining agreement, this Plan
and  Trust,  and any  contract  or any other  instrument  which  relates  to the
establishment or  administration  of the Plan or Trust.  The Plan  Administrator
will maintain all of the items listed in this Section 8.04 in its office,  or in
such  other  place or places as it 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 a
Beneficiary,  the Plan Administrator must furnish the Participant or Beneficiary
with a copy of any item listed in this Section 8.04. The Plan  Administrator may
make a reasonable copying charge to the requesting person.

8.05 CLAIMS PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a Beneficiary may
file  with  the  Plan  Administrator  a  written  claim  for  benefits,  if  the
Participant or the Beneficiary disputes the Plan  Administrator's  determination
regarding the  Participant's or Beneficiary's  Plan benefit.  However,  the Plan
will distribute only such Plan benefits to Participants or  Beneficiaries as the
Plan Administrator in its discretion  determines a Participant or Beneficiary is
entitled to. The Plan Administrator will maintain a separate written document as
part of (or which  accompanies) the Plan's summary plan  description  explaining
the Plan's claims  procedure.  This Section 8.05  specifically  incorporates the
written   claims   procedure  as  from  time  to  time  published  by  the  Plan
Administrator as a part of the Plan. If the Plan  Administrator  pursuant to the
Plan's written claims  procedure makes a final written  determination  denying a
Participant's or Beneficiary's  benefit claim, the Participant or Beneficiary to
preserve  the claim must file an action  with  respect  to the denied  claim not
later  than  180 days  following  the  date of the  Plan  Administrator's  final
determination.

8.06  PARTICIPANT  DIRECTION OF  INVESTMENT.  A  Participant's  direction of the
investment of his/her Account is subject to the provisions of this Section 8.06.
For  purposes  of  this  Section  8.06,  a  Participant  shall  also  include  a
Beneficiary where the Beneficiary has succeeded to the Participant's Account and
the Plan affords the  Beneficiary  the same  self-direction  or loan rights as a
Participant.

(A) Trustee Authorization and Procedures.  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  only will accept  direction  from each
Participant  on a written  direction of investment  form the Plan  Administrator
provides for this purpose.  The Trustee, or with the Trustee's consent, the Plan
Administrator,   may  establish  written  procedures   relating  to  Participant
direction  of  investment  under this  Section  8.06,  including  procedures  or
conditions   for   electronic   transfers  or  for  changes  in  investments  by
Participants.  The Plan  Administrator  will maintain,  or direct the Trustee to
maintain,  an  appropriate   individual  investment  Account  to  the  extent  a
Participant's Account is subject to Participant self-direction.

(B) ERISA ss.404(c).  No Plan fiduciary  (including the Employer and Trustee) is
liable for any loss or for any breach  resulting from a Participant's  direction
of the  investment  of any part of  his/her  directed  Account to the extent the
Participant's  exercise  of his/her  right to direct the  investment  of his/her
Account satisfies the requirements of ERISA ss.404(c).

(C)  Participant  Loans.  The Plan  Administrator,  to the extent  provided in a
written loan policy adopted under Section 9.04, will treat a Plan loan made to a
Participant  as a Participant  direction of investment  under this Section 8.06,
even if the Plan  otherwise  does not  permit a  Participant  to direct  his/her
Account  investments.  Where a loan is  treated as a  directed  investment,  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 a segregated Account (as described in Section 9.08(B)) on
behalf of the borrowing  Participant  until the Trustee (or the Named Fiduciary,
in the case of a nondiscretionary  Trustee) deems it appropriate to add the loan
payments to the Participant's Account under the Plan.

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

                                   ARTICLE IX
                               PLAN ADMINISTRATOR

9.01  COMPENSATION  AND EXPENSES.  The Plan  Administrator  (and any individuals
serving as Plan Administrator)  will serve without  compensation for services as
such, but the Employer will pay all expenses of the Plan  Administrator,  except
to the extent the Trustee  properly pays for such expenses,  pursuant to Article
X.

9.02  RESIGNATION AND REMOVAL.  If the Employer  appoints one or more persons to
serve as Plan  Administrator,  such  person(s)  shall serve until they resign by
written  notice to the  Employer or until the  Employer  removes them by written
notice. In case of a vacancy in the position of Plan Administrator, the Employer
will  exercise  any and all of the  powers,  authority,  duties  and  discretion
conferred upon the Plan Administrator pending the filling of the vacancy.

9.03 GENERAL POWERS AND DUTIES. The Plan Administrator has the following general
powers and duties which are in addition to those the Plan  otherwise  accords to
the Plan Administrator:

     (a) To determine the rights of eligibility of an Employee to participate in
     the Plan, all factual  questions that arise in the course of  administering
     the Plan, the value of a Participant's  Account Balance (based on the value
     of  the  Trust  assets,  as  determined  by the  Trustee)  and  the  Vested
     percentage of each Participant's Account Balance;

     (b) To adopt rules of procedure  and  regulations  necessary for the proper
     and  efficient  administration  of the  Plan,  provided  the  rules are not
     inconsistent  with  the  terms  of the  Plan,  the  Code,  ERISA  or  other
     applicable law;

     (c) To  construe  and  enforce  the  terms of the Plan  and the  rules  and
     regulations the Plan Administrator adopts,  including interpretation of the
     basic plan document, the Adoption Agreement and any document related to the
     Plan's operation;

     (d) To direct the Trustee  regarding the crediting and  distribution of the
     Trust Fund and to direct the Trustee to conduct  interim  valuations  under
     Section 10.15;

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

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

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

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

     (i) To make any other  determinations  and  undertake any other actions the
     Plan   Administrator   believes  are  necessary  or  appropriate   for  the
     administration of the Plan; and

     (j) 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 Plan  Administrator  must exercise all of its powers,  duties and discretion
under the Plan in a uniform and nondiscriminatory manner. The Plan Administrator
shall have total and complete  discretion to interpret and construe the Plan and
to determine all questions  arising in the  administration,  interpretation  and
application of the Plan. Any  determination the Plan  Administrator  makes under
the Plan is final and binding upon any affected person.

9.04  PLAN  LOANS.  The  Plan  Administrator  may,  in its sole  discretion,  in
accordance  with Section  10.03(E)  establish,  amend or terminate  from time to
time, a  nondiscriminatory  policy which the Trustee must observe in making Plan
loans, if any, to Participants and to Beneficiaries.  If the Plan  Administrator
adopts a loan  policy,  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) the procedure for applying for a 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.  A loan  policy  the Plan
Administrator  adopts under this  Section 9.04 is part of the Plan,  except that
the Plan  Administrator  may amend or  terminate  the policy  without  regard to
Section 13.02.

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

9.06 INDIVIDUAL  ACCOUNTS.  The Plan Administrator 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 Account Balance under the Plan.

(A)  Forfeitures.  If a  Participant  re-enters  the Plan  subsequent to his/her
having a Forfeiture Break in Service,  the Plan  Administrator,  or the Trustee,
must maintain a separate Account for the Participant's  pre-Forfeiture  Break in
Service Account Balance and a separate Account for his post-Forfeiture  Break in
Service Account Balance,  unless the Participant's  entire Account Balance under
the Plan is 100% Vested.

If the Plan is subject to  Participant  direction of  investment  under  Section
8.06,  the Plan  Administrator  may  maintain,  or may  direct  the  Trustee  to
maintain,  a separate  temporary  forfeiture  Account in the name of the Plan to
account  for  Participant  forfeitures  which  occur  during the Plan Year.  The
Trustee will direct the investment of any separate temporary forfeiture Account.
As of each Accounting Date, or interim  valuation date, if applicable,  the Plan
Administrator  will  allocate  the net income,  gain or loss from the  temporary
forfeiture  Account,  if any, to the Accounts of the  Participants in accordance
with the provisions of Section 9.08.

(B) Net Income,  Gain or Loss. The Plan  Administrator will make its allocations
of net income,  gain or loss or request the Trustee to make its allocations,  to
the Accounts of the  Participants  in accordance  with the provisions of Section
9.08.  The Plan  Administrator  may direct the Trustee under Section  9.08(B) to
maintain a temporary segregated  investment Account in the name of a Participant
to  prevent  a  distortion  of  income,  gain  or  loss  allocations.  The  Plan
Administrator must maintain records of its activities.

9.07  VALUE OF  PARTICIPANT'S  ACCOUNT  BALANCE.  If any or all Plan  investment
accounts are pooled, each Participant's Account has an undivided interest in the
assets  comprising the pooled account.  In a pooled  account,  the value of each
Participant's  Account Balance  consists of that proportion of the net worth (at
fair  market  value) of the Trust Fund  which the net credit  balance in his/her
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. If any or all Plan investment  accounts
are  Participant  directed,  the  directing  Participant's  Account  Balance  is
comprised  of the assets held within the Account and the value of the Account is
the fair market value of such assets.  For purposes of a distribution  under the
Plan,  the  value of a  Participant's  Account  Balance  is its  value as of the
valuation date immediately preceding the date of the distribution.

9.08 ALLOCATION AND DISTRIBUTION OF NET INCOME,  GAIN OR LOSS. This Section 9.08
applies solely to the allocation of net income,  gain or loss of the Trust Fund.
The Plan  Administrator  will allocate  Employer  contributions  and Participant
forfeitures, if any, in accordance with Article III.

A "valuation  date" under this Plan is each: (1) Accounting  Date; (2) valuation
date the  Employer  elects  in its  Adoption  Agreement  Section  10.15;  or (3)
valuation  date the Plan  Administrator  establishes  under  Section  9.03.  The
Employer in its Adoption  Agreement Section 10.15 or the Plan  Administrator may
elect alternative valuation dates for the different Account types which the Plan
Administrator  maintains  under the Plan. As of each  valuation  date,  the Plan
Administrator must adjust Accounts to reflect net income, gain or loss since the
last  valuation  date. The valuation  period is the period  beginning on the day
after the last valuation date and ending on the current valuation date.

The Plan Administrator will allocate net income, gain or loss to the Participant
Accounts in accordance with the daily valuation method,  balance forward method,
weighted average method,  or other method the Employer elects under its Adoption
Agreement.  The Employer in its Adoption Agreement may elect alternative methods
under which the Plan Administrator will allocate the net income, gain or loss to
the different  Account types which the Plan  Administrator  maintains  under the
Plan.  If the  Employer  in its  Adoption  Agreement  elects to apply a weighted
average  allocation method, the Plan Administrator 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 in its Adoption
Agreement  may elect to  substitute  a  weighting  period  other than months for
purposes of this weighted  average  allocation.  If the Employer in its Adoption
Agreement  elects to apply the daily valuation  method,  the Plan  Administrator
will  allocate  the net  income,  gain or loss on each day of the Plan  Year for
which  Plan  assets  are  valued on an  established  market  and the  Trustee is
conducting  business.  If the Employer in its Adoption Agreement elects to apply
the  balance  forward  method,  the Plan  Administrator  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 the
Plan,  for  amounts  charged  during the  valuation  period to the  Accounts  in
accordance with Section 9.10 (relating to distributions and to loan disbursement
payments) and Section 11.01 (relating to insurance  premiums),  and for the cash
value of incidental benefit insurance  contracts.  The Plan Administrator  then,
subject to the  restoration  allocation  requirements of the Plan, will allocate
the net income, gain or loss pro rata to the adjusted Participant Accounts.  The
allocable  net income,  gain or loss is the net income (or net loss),  including
the  increase or decrease  in the fair  market  value of assets,  since the last
valuation date.

(A) Trust Fund (Pooled) Investment  Accounts.  A pooled investment account is an
Account which is not a segregated investment Account or an individual investment
Account.

(B) Segregated Investment Accounts. A segregated investment Account receives all
income it earns and bears all  expense or loss it incurs.  Pursuant  to the Plan
Administrator's  direction,  the  Trustee  may  establish  for a  Participant  a
segregated  investment  Account to prevent a distortion of Plan income,  gain or
loss  allocations  or for such  other  purposes  as the Plan  Administrator  may
direct.  The Trustee will invest the assets of a segregated  investment  Account
consistent with such purposes. As of each valuation date, the Plan Administrator
must reduce a segregated  Account for any forfeiture  arising under Section 5.09
after  the Plan  Administrator  has  made  all  other  allocations,  changes  or
adjustments to the Account for the valuation period.

(C) Individual  (Directed) Investment Accounts. An individual investment Account
is an Account  which is subject to  Participant  or  Beneficiary  self-direction
under  Section 8.06. An  individual  investment  Account  receives all income it
earns and bears all expense or loss it incurs.  As of each  valuation  date, the
Plan  Administrator must reduce an individual Account for any forfeiture arising
from Section 5.09 after the Plan  Administrator has made all other  allocations,
changes or adjustment to the Account for the valuation period.

(D) Code ss.415 Excess Amounts.  An Excess Amount or suspense account  described
in Part 2 of Article III does not share in the allocation of net income, gain or
loss described in this Section 9.08.

(E) Interest  Adjustment.  Any  distribution  (other than a distribution  from a
segregated or individual Account) made to a Participant or 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 the
Employer specifies in its Adoption Agreement.

(F) Contributions  Prior to Accrual.  If the Employer in its Adoption  Agreement
elects to impose one or more  allocation  conditions  under Section 3.06 and the
Employer  contributes to the Plan amounts which at the time of the  contribution
have not accrued under the Plan terms ("preaccrual contributions"),  the Trustee
will  hold the  preaccrual  contributions  in the  Trust  and will  invest  such
contributions  as the Trustee  determines,  pending  accrual and  allocation  to
Participant Accounts.  When the Plan Administrator allocates to Participants who
have  satisfied the Plan's  allocation  conditions  the  Employer's  pre-accrual
contributions, the Plan Administrator also will allocate the net income, gain or
loss thereon pro rata in relation to each Participant's share of the pre-accrual
contribution.

9.09 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/her  Account
Balance in the Trust as of that date and such other  information  ERISA requires
be furnished the Participant or the Beneficiary. No Participant, except the Plan
Administrator,  has the right to inspect the records  reflecting  the Account of
any other Participant.

9.10 ACCOUNT CHARGED. The Plan Administrator will charge a Participant's Account
for all  distributions  made from that  Account to the  Participant,  to his/her
Beneficiary or to an alternate  payee,  including a  disbursement  payment for a
Participant  loan. The Plan  Administrator,  except as prohibited by the Code or
ERISA,   also  will  charge  a   Participant's   Account   for  any   reasonable
administrative expenses incurred by the Plan directly related to that Account.

9.11 LOST  PARTICIPANTS.  If the Plan  Administrator  is  unable  to locate  any
Participant or Beneficiary whose Account becomes  distributable under Article VI
or under Section 13.06 (a "lost Participant"), the Plan Administrator will apply
the provisions of this Section 9.11.

(A)  Attempt  to  Locate.  The  Plan  Administrator  will use one or more of the
following  methods  to  attempt  to  locate a lost  Participant:  (1)  provide a
distribution  notice to the lost  Participant  at his/her last known  address by
certified or registered mail; (2) use of the IRS letter forwarding program under
Rev. Proc. 94-22; (3) use of a commercial locator service, the internet or other
general search method; or (4) use of the Social Security  Administration  search
program.

(B) Failure to Locate.  If a lost  Participant  remains  unlocated  for 6 months
following the date of the Plan  Administrator  first attempts to locate the lost
Participant using one or more of the methods  described in Section 9.11(A),  the
Plan  Administrator  may forfeit  the lost  Participant's  Account.  If the Plan
Administrator will forfeit the lost Participant's Account, the forfeiture occurs
at the end of the above-described 6 month period and the Plan Administrator will
allocate the forfeiture in accordance  with Section 3.05. If a lost  Participant
whose Account was forfeited  thereafter at any time but before the Plan has been
terminated makes a claim for his/her forfeited  Account,  the Plan Administrator
will  restore  the  forfeited  Account to the same  dollar  amount as the amount
forfeited,  unadjusted for net income,  gains or losses occurring  subsequent to
the  forfeiture.  The Plan  Administrator  will make the restoration in the Plan
Year in which the lost Participant  makes the claim,  first from the amount,  if
any, of Participant  forfeitures the Plan Administrator otherwise would allocate
for the Plan Year, then from the amount, if any, of Trust net income or gain for
the Plan  Year and last  from the  amount  or  additional  amount  the  Employer
contributes  to the  Plan  for  the  Plan  Year.  The  Plan  Administrator  will
distribute the restored  Account to the lost  Participant not later than 60 days
after the close of the Plan Year in which the Plan  Administrator  restores  the
forfeited  Account.  The Plan  Administrator  under this  Section  9.11(B)  will
forfeit  the  entire  Account  of  the  lost  Participant,   including  deferral
contributions and Participant contributions.

(C) Nonexclusivity  and Uniformity.  The provisions of Section 9.11 are intended
to provide  permissible  but not exclusive means for the Plan  Administrator  to
administer the Accounts of lost Participants. The Plan Administrator may utilize
any other  reasonable  method to locate lost  Participants and to administer the
Accounts of lost  Participants,  including  the default  rollover  under Section
6.10(C) and such other methods as the Revenue Service or the U.S.  Department of
Labor  ("DOL")  may in the future  specify.  The Plan  Administrator  will apply
Section 9.11 in a reasonable,  uniform and nondiscriminatory  manner, but may in
determining a specific course of action as to a particular  Account,  reasonably
take  into  account  differing  circumstances  such  as  the  amount  of a  lost
Participant's  Account,  the expense in attempting to locate a lost Participant,
the Plan Administrator's  ability to establish and the expense of establishing a
rollover  IRA,  and other  factors.  The Plan  Administrator  may  charge to the
Account  of a lost  Participant  the  reasonable  expenses  incurred  under this
Section 9.11 and which are associated with the lost Participant's Account.

9.12 PLAN  CORRECTION.  The Plan  Administrator in conjunction with the Employer
may undertake  such  correction of Plan errors as the Plan  Administrator  deems
necessary,  including correction to preserve tax qualification of the Plan under
Code ss.401(a) or to correct a fiduciary  breach under ERISA.  Without  limiting
the  Plan  Administrator's   authority  under  the  prior  sentence,   the  Plan
Administrator,  as it determines to be reasonable and appropriate, may undertake
correction of Plan document,  operational,  demographic and employer eligibility
failures  under a  method  described  in the Plan or under  the  Employee  Plans
Compliance  Resolution  System ("EPCRS") or any successor  program to EPCRS. The
Plan Administrator,  as it determines to be reasonable and appropriate, also may
undertake or assist the  appropriate  fiduciary or plan official in  undertaking
correction  of a fiduciary  breach,  including  correction  under the  Voluntary
Fiduciary  Correction  Program  ("VFC") or any successor  program to VFC. If the
Plan  includes  a 401(k)  arrangement,  the Plan  Administrator  to  correct  an
operational  error may require the Trustee to distribute  from the Plan elective
deferrals  or vested  matching  contributions,  including  earnings,  where such
amounts  result from an  operational  error other than a failure of Code ss.415,
Code ss.402(g),  a failure of the ADP or ACP tests, or a failure of the multiple
use limitation.

9.13 NO  RESPONSIBILITY  FOR OTHERS.  Except as required  under ERISA,  the Plan
Administrator has no responsibility or obligation under the Plan to Participants
or Beneficiaries for any act (unless the Plan  Administrator also serves in such
capacities) required of the Employer, the Trustee, the Custodian or of any other
service  provider to the Plan.  The Plan  Administrator  is not  responsible  to
collect any required  plan  contribution  or to  determine  the  correctness  or
deductibility  or  any  Employer   contribution.   The  Plan   Administrator  in
administering  the  Plan is  entitled  to,  but is not  required  to rely  upon,
information which a Participant,  Beneficiary, Trustee, Custodian, the Employer,
a  Plan  service  provider  or  representatives  thereof  provide  to  the  Plan
Administrator.

9.14 NOTICE,  DESIGNATION,  ELECTION,  CONSENT AND WAIVER. All notices under the
Plan and all  Participant or Beneficiary  designations,  elections,  consents or
waivers must be in writing and made in a form the Plan  Administrator  specifies
or otherwise approves.  To the extent permitted by Treasury regulations or other
applicable  guidance,  any Plan  notice,  election,  consent  or  waiver  may be
transmitted  electronically.  Any person  entitled to notice  under the Plan may
waive the notice or shorten the notice  period  except as otherwise  required by
the Code or ERISA.

                                   ARTICLE X
                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

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

10.02 RECEIPT OF  CONTRIBUTIONS.  The Trustee is accountable to the Employer for
the Plan contributions  made by the Employer,  but the Trustee does not have any
duty to ensure that the contributions received comply with the provisions of the
Plan. The Trustee is not obliged to collect any contributions from the Employer,
nor is the Trustee  obliged to ensure 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 its Adoption
     Agreement,   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 the  direction  of a properly  appointed
     Investment  Manager or with  respect to a Plan  asset  properly  subject to
     Employer,  or to  Participant  direction  of  investment.  The Trustee must
     coordinate its investment  policy with Plan financial needs as communicated
     to it by the Plan  Administrator.  The Trustee is authorized and empowered,
     but not by way of limitation, with the following powers, rights and duties:

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

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

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

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

          (e) To credit and  distribute  the Trust Fund as  directed by the Plan
          Administrator. 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  Plan  Administrator  for  any  payment  or
          distribution made by it in good faith on the order or direction of the
          Plan Administrator.

          (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 the Trustee's discretion.

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

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

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

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

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

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

          (n) To furnish to the Employer and to the Plan Administrator 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
          and  the  Plan  Administrator,  except  as to any  act or  transaction
          concerning which the Employer of the Plan Administrator files with the
          Trustee  written  exceptions  or  objections  within 90 days after the
          receipt of the accounts or for which ERISA  authorizes a longer period
          within which to object.

          (o)  To  begin,   maintain  or  defend  any  litigation  necessary  in
          connection with the  administration of the Plan, except the Trustee is
          not  obliged  nor  required  to  do  so  unless   indemnified  to  its
          satisfaction.

     (B) Nondiscretionary  Trustee Designation/ Appointment of Custodian. If the
     Employer,  in its Adoption Agreement,  designates the Trustee to administer
     the Trust as a nondiscretionary Trustee, then the Trustee will not have any
     discretion  or authority  with regard to the  investment of the Trust Fund,
     but must act solely as a directed trustee of the funds contributed to it. A
     nondiscretionary Trustee, as directed trustee of the funds held by it under
     the 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  the  management  of  a  properly  appointed
     Investment  Manager or subject to  Employer  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
          proprietary  funds),  put  and  call  options  traded  on  a  national
          exchange,  United  States  retirement  plan  bonds,  corporate  bonds,
          debentures,  convertible  debentures,  commercial paper, U.S. Treasury
          bills, U.S. Treasury notes and other direct or indirect obligations of
          the United States  Government or its agencies,  improved or unimproved
          real  estate  situated  in the United  States,  limited  partnerships,
          insurance contracts of any type, mortgages, notes or other property of
          any kind, real or personal,  to buy or sell options on common stock on
          a nationally  recognized  options exchange with or without holding the
          underlying  common stock, to open and to maintain margin accounts,  to
          engage in short sales, 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.

          (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 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.

          (e) To credit and  distribute  the Trust Fund as  directed by the Plan
          Administrator. 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  Plan  Administrator  for  any  payment  or
          distribution made by it in good faith on the order or the direction of
          the Plan Administrator.

          (f) To borrow  money,  to assume  indebtedness,  extend  mortgages and
          encumber by mortgage or pledge in  accordance  with and at the written
          direction of the Named Fiduciary.

          (g) To  have  with  respect  to the  Trust  all  of the  rights  of an
          individual  owner,  including the power to exercise any and all voting
          rights associated with Trust assets,  to give proxies,  to participate
          in any voting trusts,  mergers,  consolidations  or  liquidations,  to
          tender  shares  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.

          (h) 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.

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

          (j) 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.

          (k) To file all information and tax returns required of the Trustee.

          (l) To  furnish  to the Named  Fiduciary,  the  Employer  and the Plan
          Administrator  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 and the Plan
          Administrator,  except as to any act or transaction  concerning  which
          the Named Fiduciary, the Employer or the Plan Administrator 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.

          (m)  To  begin,   maintain  or  defend  any  litigation  necessary  in
          connection with the  administration of the Plan, except the Trustee is
          not  obliged  nor  required  to  do  so  unless   indemnified  to  its
          satisfaction.

Appointment of Custodian.  The Employer may appoint a Custodian  under the Plan,
the acceptance by the Custodian  indicated on the execution page of the Adoption
Agreement.  If  the  Employer  appoints  a  Custodian,  the  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 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
nondiscretionary Trustee (or the Custodian), in writing, may limit the powers of
the  Custodian  or the  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 Plan,  then the  Employer,  in adopting this
Plan  acknowledges the Custodian or the  nondiscretionary  Trustee does not have
any discretion with respect to the investment or the  re-investment of the Trust
Fund and the  Custodian or the  nondiscretionary  Trustee is acting  solely as a
custodian or as a 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) as it relates to common  trust funds or  collective  investment  funds,
(d), (f), (g) and (h) of Section  10.03(B),  Section 10.17 and Article XI do not
apply to that  bank and  that  bank  only has the  power  and the  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.  The Named Fiduciary under the Plan has the sole  responsibility  for
the management and the control of the Trust Fund,  except with respect to a Plan
asset  under the control or the  direction  of a properly  appointed  Investment
Manager or with  respect  to a Plan asset  properly  subject to  Participant  or
Employer  direction  of  investment.  If the Employer  appoints a  discretionary
Trustee,  the Named  Fiduciary  is the  discretionary  Trustee.  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,  the  managing  member  of a  limited  liability  company
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 Plan.

The  nondiscretionary  Trustee or the Custodian does not have any duty to review
or to make recommendations  regarding  investments made at the written direction
of the Named  Fiduciary.  The  nondiscretionary  Trustee or the  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 the Custodian is not liable in any
manner or for any reason for making,  retaining or  disposing of any  investment
pursuant to any written  direction of the Named  Fiduciary.  The  Employer  will
indemnify,  defend  and  hold  the  nondiscretionary  Trustee  or the  Custodian
harmless from any damages,  costs or expenses,  including reasonable  attorneys'
fees, which the nondiscretionary  Trustee or the 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  full and
timely compliance with any written direction of the Named Fiduciary.

(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 Plan  Administrator,
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 Nonhighly Compensated Employees;  (3) any loan is
adequately  secured  and  bears a  reasonable  rate of  interest;  (4) the  loan
provides for repayment  within a specified  time  (however,  the loan policy may
suspend loan payments pursuant to Code  ss.414(u)(4)) or otherwise in accordance
with applicable  Treasury  Regulations);  (5) the default provisions of the note
permit offset of the Participant's  Vested Account Balance only at the time when
the Participant has a distributable  event under the Plan, but without regard to
whether the  Participant  consents to  distribution as otherwise may be required
under  Section  6.01(A)(5);  (6) the  amount of the loan does not exceed (at the
time the Plan extends the loan) the present  value of the  Participant's  Vested
Account Balance;  and (7) the loan otherwise  conforms to the exemption provided
by Code ss.4975(d)(1).  The loan policy may provide a Participant's loan default
is a distributable  event with respect to the defaulted amount,  irrespective of
whether the Participant otherwise has incurred a distributable event at the time
of default,  except as to amounts which the  Participant  used to secure his/her
loan which remain subject to  distribution  restrictions  under Section 14.11 or
are money purchase pension plan or target benefit plan balances which may not be
distributed  in-service  at the  time of  default.  If the  joint  and  survivor
requirements  of Article VI apply to the  Participant,  the  Participant may not
pledge any portion of his/her  Account  Balance as security  for a loan  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.

A Participant who is an  Owner-Employee  (including  other persons  described in
Code  ss.4975(f)(6)),  or who is a  Shareholder-Employee  may not receive a loan
from the Plan,  unless  he/she has obtained a prohibited  transaction  exemption
from the DOL.

(F) Investment in Qualifying  Employer  Securities and Qualifying  Employer Real
Property.  The  Trustee  (or as  applicable,  Investment  Manager,  Employer  or
Participant)  may invest in  qualifying  Employer  securities  or in  qualifying
Employer real property, as defined in and as limited by ERISA. If the Employer's
Plan is a profit sharing plan, the aggregate  investments in qualifying Employer
securities and in qualifying  Employer real property may exceed 10% of the value
of Plan assets, unless the Employer elects in its Adoption Agreement to restrict
such  investments to 10% (or to some other  percentage which is less than 100%).
Notwithstanding the foregoing,  except where permitted under ERISA ss.407(b)(2),
if  the  Plan  includes  a  401(k)   arrangement,   a   participant's   Deferral
Contributions  Account  accumulated in Plan Years  beginning  after December 31,
1998,  including  earnings  thereon,  may  not  be  invested  more  than  10% in
qualifying  employer  securities and qualifying  employer real property,  unless
such   investments  are  directed  by  the  Participant  or  the   Participant's
Beneficiary.

(G)  Modifications to or Substitution of Trust. The Employer in its Standardized
Adoption  Agreement  may not  amend  any  provision  of  Article X (or any other
provision  of the Plan  related to the Trust)  except to specify the Trust year,
the names of the Plan,  the  Employer,  the  Trustee,  the  Custodian,  the Plan
Administrator,  other  fiduciaries  or the name of any pooled trust in which the
Trust will participate.  The Employer in its Nonstandardized Adoption Agreement,
in  addition  to  the   foregoing   amendments,   may  amend  or  override   the
administrative  provisions  of  Article  X (or any other  provision  of the Plan
related to the Trust),  including  provisions  relating to Trust  investment and
Trustee  duties.  Any  such  amendment:  (1) must not  conflict  with any  other
provisions of the Plan (except as expressly are intended to override an existing
Trust provision); (2) must not cause the Plan to violate Code ss.401(a); and (3)
must be made in accordance with Rev. Proc. 2000-20 or any successor thereto. The
Employer using either a Standardized or  Nonstandardized  Adoption  Agreement to
establish its Plan,  subject to the conditions (1), (2) and (3) described above,
may elect to substitute in place of Article X and the remaining trust provisions
of the basic plan document, any other trust or custodial account agreement.  All
Section 10.03(G) Trust  modifications  or  substitutions  are subject to Section
13.02 and require the written consent or signature of the Trustee.

(H) Cofiduciary  Liability.  Each fiduciary under the Plan is responsible solely
for  his/her  or its own  acts or  omissions.  A  fiduciary  does  not  have any
liability  for  another  fiduciary's  breach of  fiduciary  responsibility  with
respect  to the  Plan and the  Trust  unless  the  fiduciary:  (1)  participates
knowingly in or  undertakes to conceal the breach;  (2) has actual  knowledge of
the breach and fails to take reasonable remedial action to remedy the breach; or
(3) through  negligence  in  performing  his/her or its own  specific  fiduciary
responsibilities  that give rise to fiduciary status,  the fiduciary has enabled
the other fiduciary to commit a breach of the latter's fiduciary responsibility.

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

10.05  FEES AND  EXPENSES  FROM  FUND.  A Trustee or a  Custodian  will  receive
reasonable  compensation  as may be agreed  upon from time to time  between  the
Employer and the Trustee or the  Custodian.  No person who is receiving full pay
from the Employer may receive  compensation  (except for  reimbursement  of Plan
expenses) for services as Trustee or as Custodian. The Trustee will pay from the
Trust Fund all fees and reasonable  expenses incurred by the Plan, to the extent
such fees and expenses are for the ordinary  and  necessary  administration  and
operation of the Plan and are not "settlor  expenses" as  determined  by the DOL
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 the expense  relates to the  ordinary  and  necessary
administration of the Trust Fund.

10.06  PARTIES  TO  LITIGATION.   Except  as  otherwise  provided  by  ERISA,  a
Participant  or a  Beneficiary  is not a necessary  party or 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 such  proceeding
will be  binding  upon  the  Employer,  the  Plan  Administrator,  the  Trustee,
Custodian, Participants and Beneficiaries and upon their successors and assigns.

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  reasonably
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
reasonably  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 will make Plan distributions
in the form of cash except  where:  (1) the required form of  distribution  is a
QJSA or QPSA  which has not been  waived;  (2) the Plan is a  restated  Plan and
under  the  prior  Plan,   distribution  in  the  form  of  property   ("in-kind
distribution")  is a  Protected  Benefit  (3) the  Plan  Administrator  adopts a
written policy which provides for in-kind  distribution;  or (4) the Employer is
terminating the Plan, and in the reasonable judgment of the Trustee, some or all
Plan assets may not within a reasonable  time for making final  distribution  of
Plan assets,  be liquidated  to cash or may not be so  liquidated  without undue
loss in value.  The Plan  Administrator's  policy  under clause (3) may restrict
in-kind distributions to certain types of Trust investments or specify any other
reasonable and nondiscriminatory  condition or restriction applicable to in-kind
distributions.  Under  clause  (4),  the  Trustee  will  make  Plan  termination
distributions  to  Participants  and  Beneficiaries  in  cash,  in-kind  or in a
combination of these forms, in a reasonable and  nondiscriminatory  manner which
may  take  into  account  the  preferences  of  the  distributees.  All  in-kind
distributions  will be made  based  on the  current  fair  market  value  of the
property, as determined by the Trustee.

10.09 PARTICIPANT OR BENEFICIARY  INCAPACITATED.  If, in the opinion of the Plan
Administrator or of the Trustee, a Participant or Beneficiary entitled to a Plan
distribution  is not  able to care  for  his/her  affairs  because  of a  mental
condition,  a physical  condition,  or by reason of age, at the direction of the
Plan Administrator the Trustee may make the distribution to the Participant's or
Beneficiary's  guardian,  conservator,  trustee,  custodian  (including  under a
Uniform Transfers or Gifts to Minors Act) or to his/her  attorney-in-fact  or to
other legal  representative upon furnishing evidence of such status satisfactory
to the Plan  Administrator  and to the Trustee.  The Plan  Administrator and the
Trustee do not have any  liability  with respect to payments so made and neither
the Plan  Administrator  nor the Trustee has any duty to make  inquiry as to the
competence of any person entitled to receive payments under the Plan.

10.10  DISTRIBUTION  DIRECTIONS.  The  Trustee  must  promptly  notify  the Plan
Administrator  of any  unclaimed  Plan  distribution  and  then  dispose  of the
distribution in accordance with the Plan Administrator's subsequent direction.

10.11 THIRD PARTY  RELIANCE.  A person dealing with the Trustee is not 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 is  conclusive in
favor of any person relying on the certificate.

10.12 MULTIPLE TRUSTEES.  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 the  investment  of the Trust  Fund or of any  portion of the
Trust Fund with respect to which such  persons act as Trustee.  If there is more
than one Trustee, the Trustees jointly will manage and control the assets of the
Trust Fund.  However,  the  Trustees  may  allocate  among  themselves  specific
responsibilities  or  obligations  or may authorize one or more of them,  either
individually or in concert,  to exercise any or all of the powers granted to the
Trustee  under  Article X. In  addition,  the  signature  of only one Trustee is
necessary to effect any transaction on behalf of the Trust.

10.13  RESIGNATION  AND  REMOVAL.  The Trustee or the  Custodian  may resign its
position by giving written notice to the Employer and to the Plan Administrator.
The  Trustee's   notice  must  specify  the  effective  date  of  the  Trustee's
resignation,  which  date  must be at  least 30 days  following  the date of the
Trustee's notice, unless the Employer consents in writing to shorter notice.

The Employer may remove a Trustee or a Custodian by giving written notice to the
effected party. The Employer's notice must specify the effective date of removal
which date must be at least 30 days following the date of the Employer's notice,
except  where the Employer  reasonably  determines  a shorter  notice  period or
immediate removal is necessary to protect Plan assets.

In the event of the  resignation  or the  removal of a  Trustee,  where no other
Trustee  continues to service,  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.  If the  Employer  fails  to  appoint  a  successor  Trustee  as of the
effective  date of the  Trustee  resignation  or  removal  and no other  Trustee
remains,  the  Trustee  will treat the  Employer as having  appointed  itself as
Trustee  and as  having  filed  the  Employer's  acceptance  of  appointment  as
successor  Trustee with the former Trustee.  If state law prohibits the Employer
from  serving as  successor  Trustee,  the  appointed  successor  Trustee is the
president  of a  corporate  Employer,  the  managing  partner  of a  partnership
Employer,  the managing member of a limited  liability  company  Employer or the
sole proprietor, as appropriate.  If the Employer removes and does not replace a
Custodian,  the discretionary Trustee will assume possession of Plan assets held
by the former Custodian.

10.14  SUCCESSOR  TRUSTEE  ACCEPTANCE.   Each  successor  Trustee  succeeds  its
predecessor Trustee by accepting in writing its appointment as successor Trustee
and by filing the acceptance with the former Trustee and the Plan  Administrator
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 the Plan upon
its  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 Plan  Administrator,  a successor  Trustee,
with  respect to the Plan,  may accept the  account  rendered  and the  property
delivered to it by a predecessor Trustee without liability.

10.15  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 Account
Balance in the Trust.  The Trustee  also must value the Trust Fund on such other
valuation  dates as  directed  in  writing by the Plan  Administrator  or as the
Adoption Agreement may require.

10.16  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 Plan  Administrator may appoint,  nor is
the Trustee  under any  obligation to invest or otherwise to manage any asset of
the Trust  Fund  which is subject  to the  management  of a  properly  appointed
Investment  Manager.  The  Plan  Administrator,  the  Trustee  and any  properly
appointed  Investment  Manager may execute a written 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 10.16 also applies to the
acts or omissions of any ancillary  trustee or  independent  fiduciary  properly
appointed under Section 10.18. However, if a discretionary Trustee,  pursuant to
the delegation  described in Section 10.18,  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 written agreement
as a part of this  Plan  delineating  any  indemnification  agreement  among the
parties.

10.17  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, or any successor thereto.  The provisions
of the group trust fund  agreement,  as amended  from time to time,  are by this
reference  incorporated  within this Plan and Trust. The provisions of the group
trust fund will govern any  investment of Plan assets in that fund. The Employer
must specify in an Addendum 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),  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  10.17.  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 Account Balance under the qualified plans
in which he/she is a participant.

10.18 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT  FIDUCIARY.  The Employer,
in writing,  may appoint any  qualified  person in any state to act as ancillary
trustee with respect to a designated  portion of the Trust Fund,  subject to any
consent  required under Section 1.33. 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 agreement  appointing
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. The delegated  investment  powers may include 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 10.17.

The  ancillary  trustee may resign its  position  and the Employer may remove an
ancillary trustee as provided in Section 10.13 regarding resignation and removal
of the Trustee or Custodian.  In the event of such  resignation or removal,  the
Employer may appoint another  ancillary  trustee or may return the assets to the
control  and   management  of  the  Trustee.   The  Employer  may  delegate  its
responsibilities  under this Section 10.18 to a discretionary  Trustee under the
Plan, but not to a  nondiscretionary  Trustee or to a Custodian,  subject to the
acceptance by the discretionary Trustee of that delegation.

If the DOL 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 DOL. The independent  fiduciary will
have the  duties,  responsibilities  and powers  prescribed  by the DOL and will
exercise those duties, responsibilities and powers in accordance with the terms,
restrictions  and  conditions  established  by the DOL and,  to the  extent  not
inconsistent  with ERISA, the terms of the Plan. The independent  fiduciary must
accept its appointment in writing and must acknowledge its status as a fiduciary
of the Plan.

                                   ARTICLE XI
             PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

11.01  INSURANCE  BENEFIT.  The  Employer may elect to provide  incidental  life
insurance  benefits for  insurable  Participants  who consent to life  insurance
benefits by executing the appropriate  insurance  company  application form. The
Trustee  will  not  purchase  any  incidental  life  insurance  benefit  for any
Participant prior to a contribution  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  Employee  contributions,  if any, to pay insurance
premiums  covering the  Participant's  life.  This Section 11.01 also authorizes
(except  if the Plan is a money  purchase  pension  plan) the  purchase  of life
insurance, for the benefit of the Participant, on the life of a family member of
the  Participant  or on any  person  in whom the  Participant  has an  insurable
interest.  However,  if the policy is on the joint lives of the  Participant and
another  person,  the Trustee may not  maintain  that policy if the 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 Plan. 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  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  and will treat the insurance  contract as a directed  investment of
the  Participant's  Account,  even if the  Plan  otherwise  does  not  permit  a
Participant  to direct the  investment of his/her own Account.  The Trustee will
hold all incidental benefit insurance  contracts issued under the Plan as assets
of the Trust created and maintained 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 (including Deferral
Contributions and forfeitures)  allocated to any Participant's  Account: (i) 49%
in the case of the purchase of ordinary life insurance contracts; or (ii) 25% in
the case of the  purchase of term life  insurance or  universal  life  insurance
contracts.  If the Trustee  purchases a combination  of ordinary life  insurance
contract(s)  and term life insurance or universal  life  insurance  contract(s),
then the sum of one-half of the premiums  paid for the ordinary  life  insurance
contract(s)  and the premiums paid for the term life insurance or universal life
insurance contract(s) may not exceed 25% of the Employer contributions allocated
to any Participant's Account.

(B) Exception for certain profit sharing plans.  If the 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).

(C) Exception for other amounts.  The incidental  insurance benefits requirement
does not apply to life insurance purchased with Employee contributions, rollover
contributions, or earnings on Employer contributions.

11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not continue any
life insurance  protection for any Participant  beyond his/her annuity  starting
date as defined in  Section  6.01(A)(4).  If the  Trustee  holds any  incidental
benefit  insurance  contract(s)  for the  benefit of a  Participant  when he/she
terminates  his/her 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 not have any cash value
     at the end of the policy year in which Separation from Service occurs,  the
     Trustee will transfer the contract(s) to the Participant  endorsed so as to
     vest in the  transferee all right,  title and interest to the  contract(s),
     free  and  clear of the  Trust;  subject  however,  to  restrictions  as to
     surrender  or payment of  benefits  as the  issuing  insurance  company may
     permit and as the Plan Administrator 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/her  Account  attributable  to
     Trust assets other than incidental benefit insurance  contracts and proceed
     as in (a),  or the Trustee  must  effect a loan from the issuing  insurance
     company on the sole security of the  contract(s) for an amount equal to the
     difference  between  the cash  value of the  contract(s)  at the end of the
     policy year in which termination of employment occurs and the amount of the
     cash value that is Vested in the terminating  Participant,  and the Trustee
     must transfer the contract(s)  endorsed so as to vest in the transferee all
     right, title and interest to the contract(s),  free and clear of the Trust;
     subject however, to the restrictions as to surrender or payment of benefits
     as the  issuing  insurance  company  may permit and the Plan  Administrator
     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 Plan Administrator,  the Trustee
will  make  any  transfer  of  contract(s)  under  this  Section  11.02  on  the
Participant's annuity starting date (or as soon as administratively  practicable
after that date).  The Trustee may not transfer any contract  under this Section
11.02 which contains a method of payment not specifically  authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements, if
applicable,  of Article VI. In this regard, the Trustee either must convert such
a contract to cash and  distribute  the cash instead of the contract,  or before
making the transfer, must 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,  term life or universal 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
     Plan.

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

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

11.04  DIVIDEND  PLAN.  The dividend plan is premium  reduction  unless the Plan
Administrator  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 Plan nor is
the company responsible for its validity.

11.06 NO  RESPONSIBILITY  FOR OTHERS.  Except as  required by ERISA,  an issuing
insurance  company  has no  responsibility  or  obligation  under  the  Plan  to
Participants  or  Beneficiaries  for any act (unless the insurance  company also
serves in such capacities) required of the Employer, the Plan Administrator, the
Trustee,  the Custodian or any other service  provider to the Plan. No insurance
company,  solely in its capacity as an issuing insurance  company,  need examine
the terms of this Plan.  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 held
harmless and completely  discharged in acting at the direction and authorization
of the Trustee.  An insurance  company is discharged  from all liability for any
amount  paid to the  Trustee or paid in  accordance  with the  direction  of the
Trustee, and is not obliged to see to the distribution or further application of
any moneys the insurance company so pays.

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

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

                                  ARTICLE XII
                              TOP-HEAVY PROVISIONS

12.01 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 Account Balances of all Key
Employees as of the Determination Date and the denominator of which is a similar
sum determined for all Employees.

The Plan  Administrator  must  include in the  top-heavy  ratio,  as part of the
Account  Balances,  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 Plan Administrator must
calculate  the  top-heavy  ratio  by  disregarding   the  Account  Balance  (and
distributions,  if any, of the Account  Balance) of any Non-Key Employee who was
formerly a Key Employee,  and by  disregarding  the Account  Balance  (including
distributions,  if any, of the Account  Balance)  of an  individual  who has not
received  credit for at least one Hour of Service with the  Employer  during the
Determination Period. The Plan Administrator must calculate the top-heavy ratio,
including the extent to which it must take into account distributions, rollovers
and transfers,  in accordance  with Code ss.416 and the  regulations  under that
Code section.

If the Employer maintains other qualified plans (including a simplified employee
pension  plan),  or maintained  another such plan now  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 Plan  Administrator  will
calculate  the  top-heavy  ratio in the same manner as required by the first two
paragraphs  of this  Section  12.01,  taking into  account all plans  within the
Aggregation  Group. To the extent the Plan  Administrator must take into account
distributions   to  a   Participant,   the  Plan   Administrator   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 Plan
Administrator will calculate the present value of accrued benefits under defined
benefit plans or the account  balances under  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 Plan
Administrator  will determine  his/her 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 Plan
Administrator will use the actuarial  assumptions  (interest and mortality only)
stated in that plan to calculate the present value of benefits from that defined
benefit plan. If an aggregated  plan does not have a valuation  date  coinciding
with the  Determination  Date,  the Plan  Administrator  must value the  Account
Balance 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 for the
second  plan  year of a  defined  benefit  plan.  The  Plan  Administrator  will
calculate the top-heavy  ratio with  reference to the  Determination  Dates that
fall within the same calendar year.  The top-heavy  provisions of the Plan apply
only for Plan Years in which Code ss.416  requires  application of the top-heavy
rules.

12.02  DEFINITIONS.  For purposes of applying the  top-heavy  provisions  of the
Plan:

     (a)  "Compensation"  means Compensation as determined under Section 3.18(b)
     for Code ss.415  purposes  and  includes  Compensation  for the entire Plan
     Year.

     (b)  "Determination  Date" means for any Plan Year, 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.

     (c)   "Determination   Period"  means  the  5-year  period  ending  on  the
     Determination Date.

     (d)  "Employer"  means the  Employer  that adopts this Plan and any Related
     Employer.

     (e) "Key Employee"  means,  as of any  Determination  Date, any Employee or
     former  Employee (or  Beneficiary of such Employee) who, at any time during
     the  Determination  Period:  (i) has  Compensation  in excess of 50% of the
     dollar  amount  prescribed  in Code  ss.415(b)(1)(A)  (relating  to defined
     benefit plans) and is an officer of the Employer;  (ii) has Compensation in
     excess of the dollar amount prescribed in Code ss.415(c)(1)(A) (relating to
     defined contribution plans), owns a more than 1/2% interest in the Employer
     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
     Code 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 Plan Administrator 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.

     (f) "Non-Key  Employee"  means an Employee who does not meet the definition
     of Key Employee.

     (g) "Participant"  means any Employee  otherwise eligible to participate in
     the Plan but who is not entitled to receive any  allocation  under the Plan
     (or would have received a lesser  allocation)  for the Plan Year because of
     his/her  Compensation  level or  because of  his/her  failure:  (i) to make
     elective  deferrals  under a  401(k)  arrangement;  (ii)  to make  Employee
     contributions;  or (iii) to  complete  1,000  Hours of Service or any other
     service  requirement the Employer  specifies in its Adoption Agreement as a
     condition to receive an allocation except for employment on the last day of
     the Plan Year.

     (h) "Permissive  Aggregation  Group" means the Required  Aggregation  Group
     plus any other qualified plans maintained by the Employer, but only if such
     group would satisfy in the aggregate the nondiscrimination  requirements of
     Code  ss.401(a)(4) and the coverage  requirements of Code ss.410.  The Plan
     Administrator will determine the Permissive Aggregation Group.

     (i) "Required  Aggregation  Group" means:  (i) each  qualified  plan of the
     Employer in which at least one Key Employee participates or participated at
     any time during the Determination Period (including  terminated plans); 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.

12.03 TOP-HEAVY MINIMUM ALLOCATION. The top-heavy minimum allocation requirement
applies to the Plan only in a Plan Year for which the Plan is top-heavy.  If the
Plan is top-heavy in any Plan Year:

     (a) Each Non-Key  Employee who is a  Participant  (as  described in Section
     12.02(g))  and  employed  by the  Employer on the last day of the Plan Year
     will receive a top-heavy minimum allocation for that Plan Year.

     (b) The  top-heavy  minimum  allocation is equal to 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
     nondiscrimination  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.

     (c) If, for a Plan Year, there are no allocations of Employer contributions
     or of  forfeitures  for any Key  Employee,  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.

12.04  DETERMINING  TOP-HEAVY  CONTRIBUTION  RATES. In determining under Section
12.03(b)  the  highest  contribution  rate  for  any  Key  Employee,   the  Plan
Administrator takes into account all Employer contributions  (including deferral
contributions and including  matching  contributions but not including  Employer
contributions to Social Security) and forfeitures allocated to the Participant's
Account for the Plan Year,  divided by his/her  Compensation for the entire Plan
Year.  For purposes of satisfying the Employer's  top-heavy  minimum  allocation
requirement,  the Plan  Administrator  disregards  the  elective  deferrals  and
matching contributions  allocated to a Non-Key Employee's Account in determining
the  Non-Key  Employee's  contribution  rate.  However,  the Plan  Administrator
operationally  may include in the  contribution  rate of a Non-Key  Employee any
matching   contributions   not   necessary  to  satisfy  the   nondiscrimination
requirements of Code ss.401(k) or of Code ss.401(m).

To determine a  Participant's  contribution  rate, the Plan  Administrator  must
treat all  qualified  top-heavy  defined  contribution  plans  maintained by the
Employer (or by any Related Employer) as a single plan.

12.05 PLAN WHICH WILL SATISFY  TOP-HEAVY.  The Plan will  satisfy the  top-heavy
minimum allocation requirement in accordance with the following requirements:

     (a) If the Employer  makes the top-heavy  minimum  allocation to this Plan,
     the Employer will make any necessary additional  contribution to this Plan.
     The Plan Administrator 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  Section  12.03  to  a  top-heavy   minimum   allocation   and  whose
     contribution  rate for the Plan  Year,  under  this Plan and any other plan
     aggregated  under  Section  12.02,  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
     Plan Administrator will allocate the additional contribution to the Account
     of the Participant on whose behalf the Employer makes the contribution.

     (b) If the Employer makes the top-heavy  minimum  allocation  under another
     plan, this Plan does not provide the top-heavy  minimum  allocation and the
     Plan  Administrator  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.

12.06  TOP-HEAVY  VESTING.  If the  Plan is  topheavy  and the  Employer  in its
Adoption Agreement does not elect immediate  vesting,  the Employer must elect a
topheavy (or modified  top-heavy)  vesting  schedule.  The  specified  top-heavy
vesting  schedule  applies to the Plan's  first  top-heavy  Plan Year and to all
subsequent Plan Years,  except as the Employer  otherwise elects in its Adoption
Agreement.  If the  Employer  elects  in its  Adoption  Agreement  to apply  the
specified  top-heavy  vesting  schedule  only in Plan Years in which the Plan is
top-heavy,  any  change  in the  Plan's  vesting  schedule  resulting  from this
election is subject to Section 5.11.

                                  ARTICLE XIII
                    EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer does
not have any  beneficial  interest in any asset of the Trust Fund and no part of
any asset in the  Trust  Fund may ever  revert to or be repaid to the  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 Fund,
be (at any time) used for, or diverted  to,  purposes  other than the  exclusive
benefit of the Participants or their Beneficiaries and for defraying  reasonable
expenses of administering the Plan.

However,   if  the  Commissioner  of  Internal  Revenue,   upon  the  Employer's
application  for initial  approval of this Plan,  determines  the Trust  created
under the Plan is not a qualified  trust  exempt from Federal  income tax,  then
(and only then) the Trustee, upon written notice from the Employer,  will return
the Employer's  contributions  (and the earnings  thereon) to the Employer.  The
immediately   preceding   sentence  applies  only  if  the  Employer  makes  the
application for the  determination  by the time prescribed by law for filing the
Employer's  tax return for the taxable  year in which the  Employer  adopted the
Plan, or by such later date as the Internal  Revenue Service may prescribe.  The
Trustee  must make the return of the  Employer  contribution  under this Section
13.01  within one year of a final  disposition  of the  Employer's  request  for
initial  approval of the Plan. The Employer's Plan and Trust will terminate upon
the Trustee's return of the Employer's contributions.

13.02  AMENDMENT BY EMPLOYER.  The Employer,  consistent with this Section 13.02
and other applicable Plan provisions, has the right, at any time:

     (a) To amend the  elective  provisions  of the  Adoption  Agreement  in any
     manner it deems necessary or advisable;

     (b) To add  overriding  language in the Adoption  Agreement to satisfy Code
     ss.ss.415 or 416 because of the required aggregation of multiple plans; and

     (c) To add model amendments  published by the Revenue Service (the adoption
     of  which  the  Revenue  Service  provides  will not  cause  the Plan to be
     individually designed).

(A) Amendment Formalities. The Employer must make all Plan amendments in writing
by means of  substituted  Adoption  Agreement  pages  or by  restatement  of the
Adoption  Agreement.  The Employer (and Trustee if the Trustee's written consent
to the  amendment  is  required  under  Section  10.03(G)),  must  execute a new
Adoption  Agreement  Execution Page each time the Employer amends the Plan. Each
amendment   must  specify  the  date  as  of  which  the   amendment  is  either
retroactively  or  prospectively  effective.  See Section 7.12 for the effect of
certain  amendments  adopted by the Employer which will result in the Employer's
Plan losing Prototype Plan status.

(B) Impermissible  Amendment/Protected  Benefits. An amendment may not authorize
or permit any of the Trust Fund (other  than the part  required to pay taxes and
reasonable administration expenses) to be used for or diverted to purposes other
than for the exclusive  benefit of the  Participants or their  Beneficiaries  or
estates.  An amendment  may not cause or permit any portion of the Trust Fund to
revert to or become a property of the  Employer.  Furthermore,  the Employer may
not make any amendment which affects the rights,  duties or  responsibilities of
the Trustee or of the Plan  Administrator  without  the  written  consent of the
affected Trustee or the Plan Administrator.

An  amendment  (including  the  adoption  of this  Plan as a  restatement  of an
existing plan) may not decrease a Participant's  Account Balance,  except to the
extent  permitted  under Code  ss.412(c)(8),  and except as provided in Treasury
regulations,   may  not  reduce  or  eliminate   Protected  Benefits  determined
immediately prior to the adoption date (or, if later, the effective date) of the
amendment.  An  amendment  reduces  or  eliminates  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 Plan  Administrator must disregard an amendment to the extent application of
the  amendment  would  fail  to  satisfy  this  Section  13.02(B).  If the  Plan
Administrator  must disregard an amendment  because the amendment  would violate
clause (1) or clause (2), the Plan Administrator 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 PROTOTYPE  PLAN SPONSOR.  The Prototype Plan Sponsor (or the
mass submitter, as agent of the Prototype Plan Sponsor),  without the Employer's
consent,  may amend the Plan and Trust,  from time to time,  in order to conform
the Plan and Trust to any  requirement for  qualification  of the Plan and Trust
under the Internal  Revenue Code.  The Prototype  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 Prototype Plan
Sponsor  may  not  amend  the  Plan  in  any  manner  which  would  violate  the
proscriptions of Section 13.02(B).  If the Prototype Plan Sponsor does not adopt
the amendments made by the mass  submitter,  it will no longer be the sponsor of
an identical or minor modifier Prototype Plan of the mass submitter.

13.04 PLAN  TERMINATION OR SUSPENSION.  The Employer subject to Section 13.02(B)
and by proper  Employer  action  has the  right,  at any  time,  to  suspend  or
discontinue  its  contributions  under the Plan and  thereafter  to  continue to
maintain  the Plan  (subject to such  suspension  or  discontinuance)  until the
Employer  terminates the Plan. The Employer  subject to Section  13.02(B) and by
proper  Employer  action has the right,  at any time, to terminate this Plan and
the Trust created and  maintained  under the Plan.  The Plan will terminate upon
the first to occur of the following:

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

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

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

13.06 POST TERMINATION PROCEDURE AND DISTRIBUTION.

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

(1) if the  Participant's  Vested  Account  Balance  does not exceed  $5,000 (or
exceeds $5,000 but is not "immediately distributable" in accordance with Section
6.01(A)(5)),  the Plan  Administrator  will direct the Trustee to  distribute in
cash (subject to Section  10.08) the  Participant's  Vested  Account  Balance to
him/her  in lump  sum as soon as  administratively  practicable  after  the Plan
terminates; and

(2) if the present value of the  Participant's  Vested Account  Balance  exceeds
$5,000 and is immediately distributable, the Participant or the Beneficiary, may
elect to have the  Trustee  commence  distribution  in cash  (subject to Section
10.08)  of  his/her   Vested   Account   Balance  in  a  lump  sum  as  soon  as
administratively  practicable  after the Plan terminates.  If a Participant with
consent  rights under this  paragraph  (2) does not elect an immediate  lump sum
distribution with spousal consent if required,  to liquidate the Trust, the Plan
Administrator  will purchase a deferred  annuity  contract for each  Participant
which protects the Participant's distribution rights under the Plan.

(B)  Profit  Sharing  Plan.  If the Plan is a profit  sharing  plan,  in lieu of
applying  Section  13.06(A) and the  distribution  provisions of Article VI, the
Plan  Administrator  will direct the Trustee to  distribute  in cash (subject to
Section 10.08) each Participant's  Vested Account Balance,  in lump sum, as soon
as administratively  practicable after the termination of the Plan, irrespective
of the Participant's  Vested Account Balance,  the Participant's age and whether
the Participant consents to that distribution. This paragraph does not apply if:
(1) the Plan at  termination  provides  an annuity  option  which is a Protected
Benefit and which the Employer may not eliminate by Plan amendment; 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,  may elect not
to have this paragraph apply.

(C)  Distribution  restrictions  under Code  ss.401(k).  If the Plan  includes a
401(k)  arrangement or if the Plan holds transferred assets described in Section
13.07  such that in either  case,  the  distribution  restrictions  of  Sections
14.03(d) and 14.11 apply, a Participant's  restricted balances are distributable
on account of Plan termination, as described in this Section 13.06, only if: (a)
the  Employer  does not  maintain a  successor  plan and the Plan  Administrator
distributes  the  Participant's  entire Vested Account Balance in a lump sum; or
(b) the  Participant  otherwise is entitled under the Plan to a distribution  of
his/her Vested Account Balance.

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.  However,  a plan is not a successor plan if less
than 2% of the Employees  eligible to  participate in the  terminating  Plan are
eligible to participate (beginning 12 months prior to and ending 12 months after
the Plan's termination date) in the potential successor plan.

(D) "Lost  Participants."  If the Plan  Administrator  is  unable to locate  any
Participant  or  Beneficiary  whose  Account  becomes  distributable  upon  Plan
termination,  the Plan  Administrator  will apply  Section  9.11 except  Section
9.11(B) does not apply.

(E) Continuing  Trust  Provisions.  The Trust will continue until the Trustee in
accordance with the direction of the Plan  Administrator  has distributed all of
the benefits under the Plan. On each valuation date, the Plan Administrator will
credit any part of a Participant's  Account  Balance  retained in the Trust with
its share of the Trust net  income,  gains or losses.  Upon  termination  of the
Plan, the amount, if any, in a suspense account under Article III will revert to
the Employer,  subject to the conditions of the Treasury regulations  permitting
such a reversion. A resolution or an amendment to discontinue all future benefit
accrual but otherwise to continue maintenance of this Plan, is not a termination
for purposes of this Section 13.06.

13.07  MERGER/DIRECT  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.  Except as provided in
Section  13.07(A),  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 (or from the other plan to this 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 transferring plan terminated  immediately  before the merger or
the  consolidation  or the  transfer.  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.

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  Plan
Administrator  and the Trustee must treat the Employee as a limited  Participant
as described in Section 4.04.

Sections  13.07(A)  and (B) are  effective  for  elective  transfers  made on or
following  September 6, 2000. Under an elective  transfer which is made pursuant
to Section 13.07(A) or (B), the Protected  Benefits in the transferring plan are
not  required to be  preserved  under  Section  13.02(B),  except as provided in
Section 13.07(B).

(A) Distributable  Event Elective Transfer.  The Trustee may consent to, or be a
party to, a merger,  consolidation or transfer of assets with another  qualified
plan in accordance with this Section 13.07(A).

A transfer between  qualified plans is a distributable  event elective  transfer
if:  (1)  the  Participant  has a  right  to  immediate  distribution  from  the
transferor plan; (2) the transfer is voluntary,  under a fully informed election
by the Participant;  (3) the Participant has an alternative that retains his/her
Protected  Benefits  (including  an  option  to  leave  his/her  benefit  in the
transferor  plan,  if that plan is not  terminating);  (4) the  transferor  plan
satisfies  applicable consent and joint and survivor annuity requirements of the
Code;   (5)  the   amount   transferred,   together   with  the  amount  of  any
contemporaneous  direct rollover of the  Participant's  remaining Vested Account
Balance,  constitutes the Participant's  entire Vested Account Balance;  (6) the
Participant  has a 100%  Vested  interest  in  the  transferred  benefit  in the
transferee  plan; and (7) if the transfer is from this Plan to a defined benefit
plan, the transferee plan provides a benefit for the affected  Participant equal
to the  benefit  (expressed  as an  annuity  payable at normal  retirement  age)
derived solely with respect to the transferred assets.

An elective  transfer  under this Section  13.07(A) may occur between  qualified
plans of any type. Any direct  transfer of assets from a defined benefit plan to
this Plan which does not  satisfy  the  requirements  of this  Section  13.07(A)
renders the Plan individually-designed. See Section 7.12.

Commencing  January 1, 2002, the Trustee may not undertake an elective  transfer
of a  Participant's  Account under this Section  13.07(A) if the  Participant is
eligible to receive an immediate  distribution  of his/her entire Vested Account
Balance which would consist  entirely of an eligible  rollover  distribution  as
described in Section 6.10(D).

(B) Transaction/Employment Change Elective Transfer. The Trustee may consent to,
or be a party to, a merger,  consolidation  or transfer  of assets with  another
qualified defined contribution plan in accordance with this Section 13.07(B).

A transfer is a  transaction  or  employment  change  transfer  irrespective  of
whether  the  Participant  has a right  to an  immediate  distribution  from the
transferor plan provided: (1) the transfer satisfies requirements (2) and (3) of
Section 13.07(A);  (2) the transfer only may occur as between plans described in
applicable Treasury regulations;  (3) the transfer must occur in connection with
a merger,  asset or stock acquisition,  or change in employment resulting in the
participant's loss of right to additional  allocations in the transferor plan or
in such other circumstances as described in applicable Treasury regulations; (4)
the transfer  must consist of the  Participant's  entire  Vested and  non-Vested
Account  Balance  within the transferor  plan; and (5) the transferee  plan must
protect the QJSA and QPSA benefits (if any) in the transferor plan.

(C) Other  Transfers.  Any  transfer  which is not an  elective  transfer  under
Sections 13.07(A) or 13.07(B) and which includes  Protected  Benefits is subject
to Section  13.02(B).  The trustee of the  transferee  plan in receipt of assets
which are Protected  Benefits must preserve the Protected Benefits in accordance
with applicable Treasury  regulations.  If the transferor plan contains a 401(k)
arrangement  with  restricted  balances  as  described  in Section  14.11,  such
balances remain subject in the transferee plan to the distribution  restrictions
described in Section  14.03(d).  Any transfer under this Section 13.07(C) from a
defined  benefit plan to this Plan must be in the form of the transfer of a paid
up  individual  annuity  contract  which  guarantees  the payment of benefits in
accordance with the transferor  plan.  Notwithstanding  any Plan language to the
contrary,  if this Plan is a target benefit or money purchase  pension plan, and
the Trustee  merges or the Employer  converts by amendment the Plan into another
type of defined contribution plan, the Employer  operationally may elect whether
to vest immediately the Participants' Account Balances.

                                  ARTICLE XIV
            CODE SECTION 401(k) AND CODE SECTION 401(m) ARRANGEMENTS

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

14.02  401(k)  ARRANGEMENT.  The  Employer  under  Article  III of its  Adoption
Agreement  will elect the terms of the 401(k)  arrangement  as described in Code
ss.401(k)(2),  if any, under the Plan. If the Plan is a  Standardized  Plan, the
401(k)  arrangement  must be a salary  reduction  arrangement.  If the Plan is a
Nonstandardized   Plan,  the  401(k)  arrangement  may  be  a  salary  reduction
arrangement or a cash or deferred arrangement, or both.

(A) Salary  Reduction  Arrangement.  If the Employer in its  Adoption  Agreement
Section  3.01  elects a  salary  reduction  arrangement,  a  Participant  (or an
Employee in anticipation of becoming a Participant)  may file a salary reduction
agreement with the Plan Administrator. The salary reduction agreement may not be
effective   earlier  than  the  following   date  which  occurs  last:  (1)  the
Participant's Plan Entry Date (or, in the case of a reemployed Employee, his/her
re-participation  date  under  Article  II);  (2)  the  execution  date  of  the
Participant's salary reduction  agreement;  (3) the date the Employer adopts the
401(k)  arrangement  by executing the Adoption  Agreement;  or (4) the effective
date of the 401(k) arrangement, as specified in the Adoption Agreement.

A salary  reduction  agreement must specify the dollar amount of Compensation or
percentage of Compensation the Participant wishes to defer. The salary reduction
agreement will apply only to Compensation  which becomes currently  available to
the Participant after the effective date of the salary reduction agreement.  The
Employer  will  apply  a  salary   reduction   election  to  the   Participant's
Compensation  as  determined  under  Section  1.07  (and  to  increases  in such
Compensation)   unless  the  Participant  elects  in  his/her  salary  reduction
agreement to limit the reduction to certain Compensation. The Plan Administrator
in the Plan's salary  reduction  agreement  form,  subject to the Plan terms and
applicable   Revenue  Service  guidance,   will  specify  additional  rules  and
restrictions applicable to a Participant's salary reduction agreement.

(B) Cash or Deferred  Arrangement.  If the  Employer in its  Adoption  Agreement
Section 3.02 elects a cash or deferred  arrangement,  a Participant may elect to
make a cash election against his/her  proportionate share of the Employer's cash
or deferred  contribution,  in accordance with the Employer's Adoption Agreement
elections.  A  Participant's  proportionate  share  of the  Employer's  cash  or
deferred   contribution  is  the  percentage  of  the  total  cash  or  deferred
contribution which bears the same ratio that the Participant's  Compensation for
the Plan Year bears to the total  Compensation of all  Participants for the Plan
Year. For purposes of determining each Participant's  proportionate share of the
cash  or  deferred  contribution,   a  Participant's   Compensation  is  his/her
Compensation  as  determined  under  Section  1.07,  excluding  any  effect  the
proportionate  share  may have on the  Participant's  Compensation  for the Plan
Year. The Plan Administrator 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/her  proportionate  share the  Participant  has
elected to receive in cash.

(C) Negative Election. The Employer in its Adoption Agreement may elect to apply
prospectively  to its Plan the  negative  election  provisions  of this  Section
14.02(C).  Under a negative election, the Employer automatically will reduce the
Compensation  of each  Participant who is not deferring an amount at least equal
to the negative election amount,  by the required election amount,  except those
Participants  who timely make a contrary  election  under  Section  14.02(C)(1).
Participants  deferring an amount equal to or greater than the negative election
amount are not  subject  to the Plan's  negative  election  provisions.  Amounts
deferred  under  negative  election  are treated as elective  deferrals  for all
purposes  under the Plan.  An  Employer  in its  Adoption  Agreement  must elect
whether the negative  election  applies to all  Participants as of the effective
date of the negative  election or only to Employees  whose Plan Entry Date is on
or following the effective date of the negative election.

(1) Participant's  contrary election. A Participant may at any time elect not to
defer any  Compensation  or to defer an amount  which is less than the  negative
election  amount  ("contrary  election").   A  Participant's  contrary  election
generally  is  effective  as of the first  payroll  period  for the month  which
follows the Participant's  contrary election.  However, a Participant may make a
contrary election which is effective:  (1) for the first payroll period in which
he/she becomes a Participant if the Participant makes a contrary election within
a  reasonable  period  following  the  Participant's  Entry  Date and before the
Compensation to which the election applies becomes currently  available;  or (2)
for the first payroll  period  following the  effective  date of the  Employer's
adoption of the negative  election,  if the Participant  makes contrary election
not later than the  effective  date of the negative  election.  A  Participant's
contrary election continues in effect until the Participant subsequently changes
his/her Salary Reduction Agreement.

(2) Negative election notice.  If the Employer in its Adoption  Agreement adopts
the negative election provision, the Plan Administrator must provide a notice to
each Eligible  Employee which explains the effect of the negative election and a
Participant's  right to make a contrary  election,  including  the procedure and
timing applicable to the contrary election.  The Plan Administrator must provide
the notice to an Eligible  Employee a reasonable period prior to that Employee's
commencement of  participation in the Plan subject to the negative  election.  A
Plan  Administrator also must notify annually those Participants then subject to
the negative election of the existing negative election deferral  percentage and
the Participant's right to make a contrary election, including the procedure and
timing applicable to the contrary election.

(D) Safe Harbor 401(k) Plan. The Employer in its Adoption Agreement may elect to
apply to its Plan the safe harbor provisions of this Section 14.02(D). Except as
otherwise provided in this Plan, in the Code or in other applicable guidance, an
Employer must elect the safe harbor plan provisions of this Section 14.02(D) and
must satisfy the applicable  notice  requirements  prior to the beginning of the
Plan Year to which the safe harbor  provisions  apply.  In  addition,  except as
otherwise indicated, the electing Employer must apply the safe harbor provisions
for the entire  safe  harbor  Plan  Year,  including  any short  Plan Year.  The
provisions   of  this   Section   14.02(D)   apply  to  an   electing   Employer
notwithstanding  any contrary provision of the Plan and all other remaining Plan
terms  continue to apply to the  Employer's  safe harbor plan. An Employer which
elects and  operationally  satisfies the safe harbor  provisions of this Section
14.02(D) is not subject to the  nondiscrimination  provisions  of Section  14.08
(ADP  test).   An  electing   Employer   which  provides   additional   matching
contributions   as   described  in  Section   14.02(D)(3)   is  subject  to  the
nondiscrimination  provisions of Section 14.09 (ACP test), unless the additional
matching  contributions  satisfy the ACP test safe harbor  described  in Section
14.02(D)(3).

(1)  Safe  Harbor  -  Compensation.  For  purposes  of  this  Section  14.02(D),
Compensation  is limited as  described  in Section  1.07(E) and for  purposes of
allocating  the Employer's  safe harbor  contribution  and safe harbor  matching
contribution,   the  Employer   must  elect  under  its  Adoption   Agreement  a
nondiscriminatory definition of Compensation as described in Section 1.07(F). An
Employer  in its  Adoption  Agreement  also may  elect to limit  the  amount  of
Compensation  which is subject to deferral to any reasonable  definition  which:
(a) permits a Participant to receive the maximum matching contribution,  if any,
available  under the Plan;  or (b)  limits  deferrals  under the Plan to a whole
percentage or dollar amount.

(2) Safe Harbor  Contributions/ADP  test safe harbor.  An Employer  which elects
under this  Section  14.02(D) to apply the safe harbor  provisions,  must make a
contribution  to the Plan which will  satisfy  the ADP test safe  harbor  ("safe
harbor contribution"). The Employer in its Adoption Agreement must elect whether
the Employer will make its safe harbor  contribution  in the form of: (a) a safe
harbor nonelective  contribution;  (b) a basic matching contribution;  or (c) an
enhanced  matching  contribution.  A safe harbor  nonelective  contribution is a
fixed nonelective  contribution in an amount the Employer elects in its Adoption
Agreement and must equal at least 3% of each Participant's Compensation. A basic
matching  contribution  is a  fixed  matching  contribution  equal  to 100% of a
Participant's  elective  deferrals which do not exceed 3% of Compensation,  plus
50% of  elective  deferrals  which  exceed  3%,  but  which do not  exceed 5% of
Compensation. An enhanced matching contribution is a fixed matching contribution
made in  accordance  with  any  formula  the  Employer  elects  in its  Adoption
Agreement under which, at any rate of elective deferrals, a Participant receives
a matching  contribution  which is at least  equal to the match the  Participant
would receive under the basic matching  contribution formula and under which the
rate of match does not  increase  as the rate of  deferrals  increases.  Under a
basic or enhanced  safe harbor  match,  a Highly  Compensated  Employee  may not
receive a greater rate of match than any  Nonhighly  Compensated  Employee.  The
Employer in its Adoption  Agreement  must elect the  applicable  time period for
computing the Employer's safe harbor basic or enhanced  matching  contributions.
The Plan  Administrator  must allocate the Employer's  safe harbor  contribution
without  regard  to  the  Section  3.06  allocation  conditions,  but  the  Plan
Administrator will not allocate a safe harbor  contribution where the allocation
would exceed a  Participant's  Code ss.ss.415 or 402(g)  limitation or where the
Participant is suspended from making  deferrals under Section  14.11(A)(1).  The
Plan   Administrator   must  allocate  the  safe  harbor   contribution  to  all
Participants unless the Employer in an Addendum to its Adoption Agreement elects
to limit the safe  harbor  allocation  to  Nonhighly  Compensated  Employees.  A
Participant's  Account Balance  attributable to safe harbor contributions at all
times 100%  Vested and subject to the  distribution  restrictions  described  in
Section  14.03(d).  An  Employer's  safe harbor  contribution  is not subject to
nondiscrimination  testing under Section 14.08 (ADP test) and if the safe harbor
contribution is in the form of a basic matching contribution,  it is not subject
to nondiscrimination testing under Section 14.09 (ACP test). The Employer in its
Adoption  Agreement  must  elect  whether to  satisfy  the ACP test safe  harbor
Section 14.02(D)(3)(a) amount limitation with respect to the Employer's enhanced
matching  contributions  or to test,  using current year  testing,  its enhanced
matching contributions under Section 14.09 (ACP test).

An Employer  electing  Section  14.02(D)  which in its Adoption  Agreement  also
elects to apply  permitted  disparity in allocating the  Employer's  nonelective
contributions,   may  not  include  within  the  permitted   disparity   formula
allocation, any of the Employer's safe harbor contributions.  An Employer in its
Adoption  Agreement  may elect to make the safe harbor  contribution  to another
defined contribution plan maintained by the Employer provided:  (i) the Employer
maintains its safe harbor 401(k) Plan using a  Nonstandardized  401(k)  Adoption
Agreement;  or (ii) the Employer makes its safe harbor  contribution  to another
defined contribution plan paired with the Employer's safe harbor 401(k) Plan.

(3) Additional  Matching  Contributions/ACP  test safe harbor. An Employer which
satisfies  the ADP test safe harbor under Section  14.02(D)(2),  in its Adoption
Agreement  may elect to make  matching  contributions  to the Plan  which are in
addition to the Employer's safe harbor contributions and which the Employer does
not  use  to   satisfy   the  ADP  test  safe   harbor   ("additional   matching
contributions").  The Employer in its Adoption  Agreement  must elect whether to
subject  the  additional  matching  contributions  to the ACP test  safe  harbor
requirements of this Section 14.02(D)(3), or for the Plan Administrator to test,
using  current  year  testing,   the  additional   matching   contributions  for
nondiscrimination  under  Section  14.09  (ACP  test).  Under  the ACP test safe
harbor:  (a) the Employer may not make matching  contributions with respect to a
Participant's  deferral contributions which exceed 6% of Plan Year Compensation;
(b) the  amount of any  discretionary  matching  contribution  allocated  to any
Participant  in Plan  Years  commencing  after  1999  may not  exceed  4% of the
Participant's Plan Year Compensation; (c) the rate of matching contributions may
not increase as the rate of deferrals increases;  and (d) subject to application
of any Section 3.06 allocation conditions, a Highly Compensated Employee may not
receive a greater rate of match than any  Nonhighly  Compensated  Employee.  The
Employer must elect in its Adoption  Agreement the vesting schedule,  allocation
conditions and distribution  provisions  applicable to the Employer's additional
matching contributions described in this Section 14.02(D)(3). If the Employer in
its Adoption  Agreement has elected to permit Employee  contributions  under the
Plan: (i) any Employee contributions do not satisfy the ACP test safe harbor and
the Plan Administrator must test the Employee  contributions under Section 14.09
(ACP test) using current year testing;  and (ii) if the Employer in its Adoption
Agreement elects to match the Employee contributions,  the Plan Administrator in
applying  the 6%  amount  limit in clause  (a) must  aggregate  a  Participant's
deferral  contribution  and Employee  contributions  which are subject to the 6%
limit.

(4) Safe Harbor  notice.  The Plan  Administrator  annually  must provide a safe
harbor notice to each  Participant  a reasonable  period prior to each Plan Year
for which the Employer in its Adoption  Agreement  has elected to apply the safe
harbor provisions. For this purpose, the Plan Administrator is deemed to provide
timely notice if the Plan Administrator provides the safe harbor notice at least
30 days and not more than 90 days prior to the beginning of the safe harbor Plan
Year. The safe harbor notice must provide  comprehensive  information  regarding
the Participants' rights and obligations under the Plan and must be written in a
manner  calculated to be understood by the average  Participant.  If an Employee
becomes  eligible to  participate in the Plan after the Plan  Administrator  has
provided the annual safe harbor notice,  the Plan Administrator must provide the
safe harbor notice no later than the  Employee's  Plan Entry Date. A Participant
may make or modify a salary reduction agreement under the Employer's safe harbor
401(k)  Plan for 30 days  following  receipt of the safe  harbor  notice,  or if
greater, for the period the Plan Administrator specifies in the salary reduction
agreement.

(5) Mid-year  changes in safe harbor  status.  The Employer may amend its 401(k)
Plan  during  any Plan Year to become a safe  harbor  plan  under  this  Section
14.02(D) for that Plan Year,  provided:  (a) the Plan then is using current year
testing;  (b) the Employer amends the Plan to add the safe harbor provisions not
later  than 30 days  prior  to the end of the Plan  Year  and to apply  the safe
harbor  provisions for the entire Plan Year; (c) the Employer  elects to satisfy
the safe  harbor  contribution  requirement  using the safe  harbor  nonelective
contribution;  and (d) the Plan Administrator  provides a notice to Participants
prior to the beginning of the Plan Year for which the safe harbor  amendment may
become  effective,  that the Employer  later may amend the Plan to a safe harbor
plan for that Plan Year using the safe harbor  nonelective  contribution  and if
the  Employer  so  amends  the  Plan,  the Plan  Administrator  will  provide  a
supplemental  notice to  Participants  at least 30 days prior to the end of that
Plan Year informing  Participants of the amendment.  The Plan Administrator then
must  timely  provide  any  supplemental  notice  required  under  this  Section
14.02(D)(5). Except as otherwise specified, the Participant notices described in
this Section  14.02(D)(5) also must satisfy the requirements  applicable to safe
harbor notices under Section 14.02(D)(4).

The Employer may amend its safe harbor  401(k) Plan during a Plan Year to reduce
or  eliminate  prospectively,  any  safe  harbor  contribution  which is a basic
matching or enhanced matching contribution (under Section 14.02(D)(2)) provided:
(i) the Plan Administrator  provides a notice to the Participants which explains
the  effect of the  amendment,  specifies  the  amendment's  effective  date and
informs  Participants  they will have a reasonable  opportunity  to modify their
salary reduction agreements,  and if applicable,  Employee  contributions;  (ii)
Participants  have a reasonable  opportunity  and period prior to the  effective
date of the  amendment  to modify  their  salary  reduction  agreements,  and if
applicable,  Employee  contributions;  and (iii) the  amendment is not effective
earlier than the later of: (a) 30 days after the Plan Administrator gives notice
of the amendment; or (b) the date the Employer adopts the amendment. An Employer
which  amends  its safe  harbor  Plan to  eliminate  or reduce  the safe  harbor
matching  contribution under this Section  14.02(D)(5),  or which terminates the
Plan under Section 13.04 effective  during the Plan Year, must continue to apply
all of the safe harbor requirements of this Section 14.02(D) until the amendment
or termination  becomes  effective and also must apply for the entire Plan Year,
using current year testing, the nondiscrimination  test under Section 14.08 (ADP
test), and if applicable,  the  nondiscrimination  test under Section 14.09 (ACP
test).

An Employer  maintaining a profit  sharing  plan,  stock bonus plan or pre-ERISA
money purchase pension plan may during a Plan Year amend  prospectively its Plan
to become a safe harbor 401(k) plan provided:  (a) the Employer's  Plan is not a
successor  plan  as  described  in  Notice  98-1  or any  subsequent  applicable
guidance;  (b) the 401(k)  arrangement is in effect for at least 3 months during
the Plan  Year;  (c) the Plan  Administrator  provides  the safe  harbor  notice
described in Section  14.02(D)(4) a reasonable  time prior to and not later than
the effective  date of the amendment;  and (d) the Plan satisfies  commencing on
the effective date of the amendment, all of the safe harbor requirements of this
Section 14.02(D).

(E) SIMPLE 401(k) Plan. The Employer in its Standardized Code ss.401(k) Adoption
Agreement  may  elect to apply  prospectively  to its  Plan  the  SIMPLE  401(k)
provisions of this Section  14.02(E) if: (1) the Plan Year is the calendar year;
(2) the Employer  (including  Related  Employers under Section 1.26) has no more
than  100  Employees  who  received  Compensation  of at  least  $5,000  in  the
immediately  preceding calendar year; and (3) the Employer does not maintain any
other  plan  as   described  in  Code   ss.219(g)(5),   with  respect  to  which
contributions  were made or  benefits  were  accrued  for Service by an eligible
Employee in the Plan Year to which the SIMPLE  401(k)  provisions  apply.  If an
electing  Employer fails for any subsequent  calendar year to satisfy all of the
foregoing  requirements,   including  where  the  Employer  is  involved  in  an
acquisition,  disposition  or  similar  transaction  under  which  the  Employer
satisfies Code ss.410(b)(6)(C)(1), the Employer remains eligible to maintain the
SIMPLE 401(k) Plan for two additional  calendar years following the last year in
which the Employer  satisfied the  requirements.  The provisions of this Section
14.02(E) apply to an electing Employer notwithstanding any contrary provision in
the Plan.

(1) SIMPLE - Compensation.  For purposes of this Section 14.02(E),  Compensation
is limited as described in Section  1.07(E) and: (a) in the case of an Employee,
means W-2 wages but  increased  by the  Employee's  elective  deferrals  under a
401(k) arrangement, SIMPLE IRA, SARSEP or 403(b) annuity; and (b) in the case of
a Self Employed  Individual,  means Earned Income  determined  without regard to
contributions made to this Plan.

(2) Participant deferral contributions.  Each eligible Employee may enter into a
salary reduction agreement to make deferral contributions into the SIMPLE 401(k)
Plan in an amount not exceeding  $6,000 per calendar  year, or such other amount
as in  effect  under  Code  ss.408(p)(2)(E).  A  Participant  may  elect to make
deferral  contributions  or modify a salary  reduction  agreement at any time in
accordance  with  the  Plan  Administrator's   SIMPLE  401(k)  salary  reduction
agreement  form, but must be provided at least 60 days prior to the beginning of
each SIMPLE Plan Year or  commencement  of  participation  for this  purpose.  A
Participant  also  may at  any  time  terminate  prospectively,  his/her  salary
reduction agreement applicable to the Employer's SIMPLE 401(k) Plan.

(3) Employer  SIMPLE 401(k)  contributions.  An Employer which elects under this
Section  14.02(E) to apply the SIMPLE  401(k)  provisions,  annually must make a
SIMPLE 401(k) contribution to the Plan as described in this Section 14.02(E)(3).
The Employer operationally must elect whether the Employer will contribute:  (1)
a matching contribution equal to each Participant's  deferral  contributions but
not  exceeding  3% of Plan Year  Compensation  or such lower  percentage  as the
Employer  may elect  under Code  ss.408(p)(2)(C)(ii)(II);  or (2) a  nonelective
contribution  equal to 2% of Plan Year  Compensation for each Participant  whose
Compensation is at least $5,000.  The Employer in its Adoption Agreement may not
elect  to  apply  any   Section   3.06   allocation   conditions   to  the  Plan
Administrator's allocation of Employer SIMPLE contributions.

(4) SIMPLE 401(k)  notice.  The Plan  Administrator  must provide notice to each
Participant  a  reasonable  period  of time  before  the 60th  day  prior to the
beginning of each SIMPLE 401(k) Plan Year, describing the Participant's deferral
election rights and the Employer's  matching or nonelective  contributions which
the Employer will make for the Plan Year described in the notice.

(5) Application of remaining Plan  provisions.  All  contributions to the SIMPLE
401(k) Plan are Annual Additions subject to the limitations set forth in Article
III. No  contributions  other than those  described in this Section  14.02(E) or
rollover  contributions  described  in  Section  4.04 may be made to the  SIMPLE
401(k) Plan. All  contributions to the SIMPLE 401(k) Plan are 100% Vested at all
times and in the event of a conversion of a non SIMPLE Plan into a SIMPLE 401(k)
Plan,  all Account  Balances in  existence  on the first day of the Plan Year to
which the SIMPLE 401(k)  provisions  apply,  become 100% Vested. A SIMPLE 401(k)
Plan is not subject to nondiscrimination  testing under Section 14.08 (ADP test)
or  Section  14.09  (ACP  test) of the Plan and is not  subject to the top heavy
provisions  of  Article  XII.  Except as  otherwise  described  in this  Section
14.03(E),  if an Employer  has elected in its  Adoption  Agreement  to apply the
SIMPLE 401(k) provisions of this Section 14.03(E),  the Plan  Administrator will
apply the remaining Plan provisions to Employer's Plan.

(F) Election not to participate.  A Participant's or Employee's  election not to
participate,  pursuant to Section 2.06,  includes  his/her right to enter into a
salary  reduction  agreement or to share in the allocation of a cash or deferred
contribution.

14.03 DEFINITIONS. For purposes of this Article XIV:

     (a) "Compensation" means, except as otherwise provided in this Article XIV,
     Compensation as defined for nondiscrimination purposes in Section 1.07(F).

     (b) "Current year testing"  means for purposes of the ADP test described in
     Section 14.08 and the ACP test described in Section 14.09,  the use of data
     from  the  testing  year in  determining  the ADP or ADP for the  Nonhighly
     Compensated Group.

     (c) "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.

     (d)  "Distribution  restrictions"  means  the  Employee  may not  receive a
     distribution  of the  restricted  balances  described in Section 14.11 (nor
     earnings  on  those  contributions)   except  in  the  event  of:  (1)  the
     Participant's  death,  Disability,   Separation  from  Service  (which  for
     purposes  of  this  Section  14.03(d),  means  as  the  Plan  Administrator
     determines under applicable  Revenue Service guidance,  including the "same
     desk" rule and Revenue  Ruling  2000-27 with respect to certain  asset sale
     transactions)  or  attainment  of  age  59  1/2,  (2)  financial   hardship
     satisfying Section 14.11(A), (3) Plan termination, without establishment of
     a successor defined contribution plan (other than an ESOP), (4) a sale by a
     corporate  Employer of substantially  all of the assets (within the meaning
     of Code  ss.409(d)(2))  used in a trade or  business  of the  Employer,  to
     another corporation,  but only to an Employee who continues employment with
     the  corporation  acquiring  those  assets,  or (5) a sale  by a  corporate
     Employer  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.  A distribution  described in clauses (3), (4) or (5) must be a
     lump sum distribution, and otherwise must satisfy Code ss.401(k)(10).

     (e) "Elective  deferrals" are all salary reduction  contributions  and that
     portion of any cash or deferred contribution which the Employer contributes
     to the Plan 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 an Employee  contribution at the
     time of deferral or contribution. Elective deferrals are 100% vested at all
     times.

     (f) "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 all or any portion of the Plan Year,  irrespective of whether
     he/she  actually  enters into such an agreement,  and a Participant  who is
     eligible for an allocation of the Employer's cash or deferred  contribution
     for the Plan Year. For purposes of the ACP test described in Section 14.09,
     an  eligible  Employee  is a  Participant  who is  eligible  to  receive an
     allocation of matching  contributions  (or would be eligible if he/she made
     the type of  contributions  necessary to receive an  allocation of matching
     contributions)   and  a  Participant  who  is  eligible  to  make  Employee
     contributions,  irrespective  of whether  he/she  actually  makes  Employee
     contributions.  An Employee  continues to be an eligible  Employee during a
     period the Plan suspends the Employee's right to make elective deferrals or
     Employee contributions following a hardship distribution.

     (g) "Employee  contributions"  are  nondeductible  contributions  made by a
     Participant and  designated,  at the time of  contribution,  as an Employee
     contribution.   Elective  deferrals  and  deferral  contributions  are  not
     Employee contributions. Employee contributions are subject to Article IV.

     (h) "Highly Compensated  Employee" means an eligible Employee who satisfies
     the definition in Section 1.14 of the Plan.

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

     (j)  "Matching  contributions"  are  contributions  made by the Employer on
     account of elective  deferrals under a 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.

     (k)  "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.

     (l) "Nonhighly  Compensated Employee" means an eligible Employee who is not
     a Highly Compensated Employee.

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

     (n) "Prior year  testing"  means for purposes of the ADP test  described in
     Section 14.08 and the ACP test described in Section 14.09,  the use of data
     from the Plan Year immediately prior to the testing year in determining the
     ADP or ACP for the Nonhighly Compensated Group.

     (o) "Qualified matching contributions" are matching contributions which are
     100%  Vested  at all  times  and  which  are  subject  to the  distribution
     restrictions described in Section 14.03(d).  Matching contributions are not
     100% Vested at all times if the Employee has a 100% Vested interest because
     of his/her 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 and are subject
     to the definition of qualified matching contributions.

     (p) "Qualified  nonelective  contributions"  are nonelective  contributions
     which  are  100%  Vested  at  all  times  and  which  are  subject  to  the
     distribution  restrictions  described  in  Section  14.03(d).   Nonelective
     contributions  are not 100% Vested at all times if the  Employee has a 100%
     Vested  interest  because of his/her  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  and are  subject  to the  definition  of  qualified
     nonelective contributions.

     (q) "Regular matching  contributions" are matching  contributions which are
     not qualified matching  contributions.

     (r) "Safe  harbor  contributions"  are  Employer  nonelective  or  matching
     contributions which the Plan Administrator  applies to satisfy the ADP test
     safe harbor under Code ss.401(k)(12)(B) or (C) and which are 100% Vested at
     all times and subject to the distribution restrictions described in Section
     14.03(d). Safe harbor contributions are not 100% Vested at all times if the
     Employee  has a 100% Vested  interest  because of his/her  Years of Service
     taken into account under a vesting schedule. Any nonelective  contributions
     allocated   to  a   Participant's   safe  harbor   contributions   Account,
     automatically  satisfy  and are  subject to the  definition  of safe harbor
     contributions.

     (s) "Salary reduction  agreement" is a written election by a Participant to
     make salary reduction contributions as described in Section 14.02(A).

     (t) "Salary reduction contributions" mean Employer contributions elected by
     a Participant to be made from the Participant's  Compensation pursuant to a
     salary reduction  agreement and which the Plan  Administrator must allocate
     to the electing Participant's Account.

     (u) "Testing  year" means for purposes of the ADP test described in Section
     14.08 and the ACP test described in Section 14.09,  the Plan Year for which
     the ADP or ACP test is being performed.

14.04 MATCHING CONTRIBUTIONS/  EMPLOYEE CONTRIBUTIONS.  The Employer in Adoption
Agreement Section 3.01 may elect to provide matching contributions. The Employer
in Adoption  Agreement  Section 4.02 also may elect to permit a  Participant  to
make Employee contributions.

14.05 DEFERRAL DEPOSIT  TIMING/EMPLOYER  CONTRIBUTION  STATUS. The Employer must
make  salary  reduction   contributions  to  the  Trust  after  withholding  the
corresponding  Compensation  from the  Participant at the earliest date on which
the  contributions  can  reasonably be segregated  from the  Employer's  general
assets.  Furthermore,  the  Employer  must  make to the Trust  salary  reduction
contributions, cash or deferred contributions, matching contributions (including
qualified matching  contributions),  qualified nonelective  contributions,  safe
harbor  contributions and SIMPLE contributions no later than the time prescribed
by the Code or  ERISA.  Salary  reduction  contributions  and  cash or  deferred
contributions  are  Employer  contributions  for all  purposes  under this Plan,
except  to the  extent  the Code  prohibits  the use of these  contributions  to
satisfy the qualification requirements of the Code.

14.06 SPECIAL  ACCOUNTING AND ALLOCATION  PROVISIONS.  To make allocations under
the Plan, the Plan Administrator must establish for each Participant, consistent
with  the  Employer's  elections  under  its  Adoption  Agreement,   a  deferral
contributions Account, a nonelective contributions Account, a qualified matching
contributions  Account,  a regular matching  contributions  Account, a qualified
nonelective  contributions  Account, a safe harbor  contributions  Account and a
SIMPLE contributions account.

(A)  Deferral  contributions.  The  Plan  Administrator  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
Plan  Administrator  will make this  allocation  as of the last day of each Plan
Year or more  frequently as it may determine to be  appropriate  and  consistent
with the Plan terms,  including  those  providing for  allocation of net income,
gain or loss.

(B) Matching contributions.  The Plan Administrator will allocate the Employer's
matching  contributions  as of the last day of each Plan Year or more frequently
as the Plan  Administrator  may determine to be appropriate  and consistent with
the Plan terms,  including those providing for allocation of net income, gain or
loss.  The Plan  Administrator  may not  allocate  any  fixed  or  discretionary
matching  contributions  with respect 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 (b) if the Plan Year is not a  calendar  year,  the
excess  deferrals  for a Plan Year are the last  elective  deferrals  made for a
calendar year. The Plan  Administrator may not allocate a matching  contribution
to a Participant's  Account to the extent the matching  contribution exceeds the
Participant's  Annual  Additions  limitation  in  Part  2 of  Article  III.  The
provisions of Section 3.05 govern the treatment of any matching contribution the
Plan  Administrator  allocates  contrary to this Section 14.06(B),  and the Plan
Administrator   will  compute  a  Participant's   ACP  under  Section  14.09  by
disregarding the forfeiture.

(1) Fixed match. To the extent the Employer makes matching contributions under a
fixed  matching  contribution  formula  set  forth  in the  Employer's  Adoption
Agreement, the Plan Administrator 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 specified  percentage or dollar amount on behalf of a Participant
based on that  Participant's  deferral  contributions or Employee  contributions
eligible for a match.  The Employer may  contribute  on a  Participant's  behalf
under a specific matching contribution formula only if the Participant satisfies
the  allocation  conditions  for  matching  contributions,  if any, the Employer
elects  in  Adoption  Agreement  Section  3.06.  The  Employer  in its  Adoption
Agreement  may  elect  whether  the Plan  Administrator  will  allocate  a fixed
matching  contribution  as a  qualified  matching  contribution  or as a regular
matching contribution.

(2) Discretionary match. To the extent the Employer makes matching contributions
under  a  discretionary  formula,  the  Plan  Administrator  will  allocate  the
discretionary  matching  contributions  to the Account of each  Participant  who
satisfies the  allocation  conditions,  if any, for matching  contributions  the
Employer  elects  in  Adoption   Agreement   Section  3.06.  The  allocation  of
discretionary  matching  contributions to a Participant's Account is in the same
proportion  that each  Participant's  deferral  contributions  bear to the total
deferral  contributions of all Participants.  If the discretionary  formula is a
tiered formula, the Plan Administrator will make this allocation separately with
respect to each tier of deferral  contributions,  allocating  in such manner the
amount  of the  matching  contributions  made with  respect  to that  tier.  The
Employer  operationally  may  direct  the Plan  Administrator  to  allocate  any
discretionary  match  as a  regular  matching  contribution  or  as a  qualified
matching contribution.

(3) Match on deferrals and Employee contributions.  If the matching contribution
formula applies both to deferral  contributions  and to Employee  contributions,
the matching contributions apply first to deferral contributions.

(C)  Qualified  nonelective   contributions.   If  the  Employer   operationally
designates a nonelective contribution to be a qualified nonelective contribution
for  the  Plan  Year,  the  Plan  Administrator  will  allocate  that  qualified
nonelective  contribution to the qualified nonelective  contributions Account of
each Participant eligible for an allocation of that designated contribution,  as
the Employer elects in Adoption Agreement Section 3.04.

(D) Nonelective contributions.  If the Employer makes a nonelective contribution
for the  Plan  Year  which  the  Employer  does  not  designate  as a  qualified
nonelective  contribution,  the Plan Administrator will allocate the nonelective
contribution in accordance with Adoption Agreement Section 3.04. For purposes of
the  nondiscrimination  tests described in Sections 14.08 (ADP test), 14.09 (ACP
test) and 14.10  (multiple use  limitation),  the Plan  Administrator  may treat
nonelective  contributions  allocated  under this Section  14.06(D) as qualified
nonelective contributions, if the contributions otherwise satisfy the definition
of qualified  nonelective  contributions.  The Employer,  to facilitate the Plan
Administrator's  correction of test failures  under  Sections  14.08,  14.09 and
14.10,   also  may  make  qualified   nonelective   contributions  to  the  Plan
irrespective  of whether the Employer in its Adoption  Agreement  has elected to
provide nonelective contributions.

(E) Safe harbor contributions.  If the Employer elects under Section 14.02(D) to
apply the safe harbor  provisions  to the Plan,  the Employer  will allocate the
safe  harbor  contributions  to the safe  harbor  contributions  Account of each
Participant  unless the Employer in an Addendum to its Adoption Agreement elects
to limit safe harbor allocations to Nonhighly Compensated Employees.

(F) SIMPLE  401(k) Plan  contributions.  If the Employer  elects  under  Section
14.02(E) to apply the SIMPLE 401(k)  provisions  to the Plan,  the Employer will
allocate  the  SIMPLE  contributions  to the  SIMPLE  contributions  Account  of
Participants  eligible  to  receive  an  allocation  of  the  Employer's  SIMPLE
contribution  (including  Participants  who  make  deferral  contributions),  as
specified in Section 14.02(E).

14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) Annual Elective Deferral Limitation.  An Employee's elective deferrals for a
calendar   year  may  not  exceed  the  Code   ss.402(g)   limitation   ("402(g)
limitation").  The 402(g)  limitation  is the greater of $7,000 or the  adjusted
amount  determined by the Secretary of the  Treasury.  If,  pursuant to a salary
reduction  agreement  or pursuant to a cash or deferral  election,  the Employer
determines  the  Employee's  elective  deferrals to the Plan for a calendar year
would exceed the 402(g)  limitation,  the Employer  will suspend the  Employee's
salary  reduction  agreement,  if any, until the following  January 1 and pay in
cash the portion of a deferral  election  which would  result in the  Employee's
elective deferrals for the calendar year exceeding the 402(g) limitation. If the
Plan   Administrator   determines  an  Employee's   elective  deferrals  already
contributed  to the Plan for a calendar year exceed the 402(g)  limitation,  the
Plan Administrator will distribute the amount in excess of the 402(g) limitation
(the  "excess  deferral"),  as  adjusted  for  allocable  income  under  Section
14.07(C),  no later than April 15 of the  following  calendar  year. If the Plan
Administrator  distributes the excess deferral by the appropriate  April 15, the
excess  deferral  is not an Annual  Addition  under  Article  III,  and the Plan
Administrator  may make the  distribution  irrespective  of any other  provision
under this Plan or under the Code. The Plan Administrator 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.  Elective  deferrals  distributed to an Employee as excess Annual
Additions in  accordance  with Article III are not taken into account  under the
Employee's 402(g) limitation.

(B) More than One Plan. If an Employee  participates  in another plan subject to
the 402(g) limitation under which he/she makes elective  deferrals pursuant to a
401(k) arrangement,  elective deferrals under a SARSEP,  elective  contributions
under a SIMPLE IRA or salary reduction  contributions to a tax-sheltered annuity
(irrespective  of whether the Employer  maintains the other plan),  the Employee
may provide to the Plan  Administrator a written claim for excess deferrals made
to the Plan 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 Plan  Administrator  receives a timely
claim, it will distribute the excess deferral (as adjusted for allocable income)
the Employee  has assigned to this Plan,  in  accordance  with the  distribution
procedure described in Section 14.07(A).

(C) Allocable Income.  For purposes of making a distribution of excess deferrals
pursuant to this Section  14.07,  allocable  income means net income or net loss
allocable  to the excess  deferrals  for the  calendar  year (but not beyond 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  Administrator  to  allocate  income  to  Participants'
Accounts.

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

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

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

(A)  Calculation  of ADP.  The ADP for a group is the  average  of the  separate
deferral  percentages  calculated for each eligible  Employee who is a member of
that group. An eligible  Employee's  deferral  percentage 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.  In  determining  the ADP, the Plan
Administrator must include any Highly  Compensated  Employee's excess deferrals,
as  described  in  Section  14.07(A),  to this Plan or to any other  Plan of the
Employer and the Plan  Administrator  will  disregard any Nonhighly  Compensated
Employee's excess deferrals. The Plan Administrator operationally may include in
the  ADP  test,  qualified  nonelective  contributions  and  qualified  matching
contributions  the Plan  Administrator  does not use in the ACP  test.  The Plan
Administrator,  under  prior year  testing,  may include  qualified  nonelective
contributions or qualified  matching  contributions in determining the Nonhighly
Compensated  Employee ADP only if the Employer  makes such  contribution  to the
Plan by the end of the testing  year and the Plan  Administrator  allocates  the
contribution  to the prior Plan Year. In  determining  whether the Plan's 401(k)
arrangement  satisfies  either ADP test, the Plan  Administrator  will use prior
year testing, unless the Employer in Adoption Agreement Appendices A or B elects
to use current  year  testing.  An Employer  may not change  from  current  year
testing  to  prior  year  testing  except  as  provided  in the Code or in other
applicable  guidance.  For the first  Plan Year the  Employer  permits  elective
deferrals  and the Plan is not a successor  plan (as  provided in the Code or in
other applicable guidance), under prior year testing, the prior year ADP for the
Nonhighly  Compensated  Group is 3% unless the  Employer  in an  Addendum to its
Adoption  Agreement  elects to use the actual  first year ADP for the  Nonhighly
Compensated Group.

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

(C)  Aggregation of certain 401(k)  arrangements.  If the Employer treats two or
more plans as a single plan for  coverage  or  nondiscrimination  purposes,  the
Employer  must  combine the 401(k)  arrangements  under such plans to  determine
whether the plans satisfy the ADP test. This aggregation rule applies to the ADP
determination  for all eligible  Employees,  irrespective of whether an eligible
Employee is a Highly Compensated Employee or a Nonhighly  Compensated  Employee.
An Employer may aggregate 401(k)  arrangements  under this Section 14.08(C) only
if the  plans  have the same  plan  years and use the same  testing  method.  An
Employer  may not  aggregate  an ESOP (or the  ESOP  portion  of a plan)  with a
non-ESOP  plan (or  non-ESOP  portion of a plan).  If the  Employer  aggregating
401(k) arrangements under this Section 14.08(C) is using prior year testing, the
Plan Administrator must adjust the Nonhighly Compensated Group ADP for the prior
year as provided in the Code or in other applicable guidance.

(D)  Characterization  of excess  contributions.  If,  pursuant to this  Section
14.08,  the  Plan  Administrator  has  elected  to  include  qualified  matching
contributions  in the  ADP  test,  the  excess  contributions  are  attributable
proportionately   to   deferral   contributions   and  to   qualified   matching
contributions allocated on the basis of those deferral  contributions.  The Plan
Administrator  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 Plan Administrator  determines
the Plan fails to satisfy the ADP test for a Plan Year, the Trustee, as directed
by the Plan Administrator, must distribute the excess contributions, as adjusted
for allocable income under Section 14.08(F), during the next Plan Year. However,
the  Employer  may  incur an excise  tax with  respect  to the  amount of excess
contributions  for a  Plan  Year  not  distributed  to  the  appropriate  Highly
Compensated  Employees during the first 2 1/2 months of that next Plan Year. The
excess contributions are the amount of deferral contributions made by the Highly
Compensated  Employees  which  causes  the Plan to fail the ADP  test.  The Plan
Administrator will determine the total amount of the excess contributions to the
Plan by starting with the Highly  Compensated  Employee(s)  who has the greatest
deferral  percentage,  reducing his/her  deferral  percentage (but not below the
next highest  deferral  percentage),  then, if necessary,  reducing the deferral
percentage of the Highly  Compensated  Employee(s) at the next highest  deferral
percentage level,  including the deferral  percentage of the Highly  Compensated
Employee(s) whose deferral percentage the Plan Administrator already has reduced
(but not below the next highest  deferral  percentage),  and  continuing in this
manner until the ADP for the Highly Compensated Group satisfies the ADP test.

After  the Plan  Administrator  has  determined  the total  excess  contribution
amount, the Trustee, as directed by the Plan Administrator, then will distribute
to each  Highly  Compensated  Employee  his/her  respective  share of the excess
contributions.  The Plan  Administrator  will determine each Highly  Compensated
Employee's share of excess contributions by starting with the Highly Compensated
Employee(s)  who has the highest dollar amount of elective  deferrals,  reducing
his/her  elective  deferrals  (but not below the next highest  dollar  amount of
elective deferrals), then, if necessary,  reducing the elective deferrals of the
Highly  Compensated  Employee(s)  at the next highest  dollar amount of elective
deferrals including the elective deferrals of the Highly Compensated Employee(s)
whose  elective  deferrals the Plan  Administrator  already has reduced (but not
below the next highest dollar amount of elective  deferrals),  and continuing in
this manner until the Trustee has distributed all excess contributions.

(F) Allocable  income.  To determine the amount of the  corrective  distribution
required under this Section  14.08,  the Plan  Administrator  must calculate the
allocable  income  for the Plan Year (but not beyond the Plan Year) in which the
excess contributions arose.  "Allocable income" means net income or net loss. To
calculate  allocable income for the Plan Year, the Plan Administrator will use a
uniform and  nondiscriminatory  method which reasonably reflects the manner used
by the Plan Administrator to allocate income to Participants' Accounts.

14.09 ACTUAL  CONTRIBUTION  PERCENTAGE  (ACP) TEST. For each Plan Year, the Plan
Administrator must determine whether the annual Employer matching  contributions
(other than qualified matching  contributions used in the ADP test under Section
14.08),  if any, and the Employee  contributions,  if any, satisfy either of the
following ACP tests:

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

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

(A)  Calculation  of ACP.  The ACP for a group is the  average  of the  separate
contribution  percentages  calculated for each eligible Employee who is a member
of that group. An eligible Employee's contribution percentage for a Plan Year is
the ratio of the eligible Employee's  aggregate  contributions for the Plan Year
to the Employee's Compensation for the Plan Year. "Aggregate  contributions" are
Employer matching  contributions  (other than qualified  matching  contributions
used in the ADP test under Section 14.08) and Employee contributions (as defined
in Section 14.03). The Plan  Administrator  operationally may include in the ACP
test, qualified nonelective contributions and elective deferrals not used in the
ADP  test.  The Plan  Administrator,  under  prior  year  testing,  may  include
qualified  nonelective  contributions  or qualified  matching  contributions  in
determining  the Nonhighly  Compensated  Employee ACP only if the Employer makes
such  contribution  to the  Plan by the end of the  testing  year  and the  Plan
Administrator  allocates the contribution to the prior Plan Year. In determining
whether the Plan  satisfies  either ACP test,  the Plan  Administrator  will use
prior year testing,  unless the Employer in Appendix A to its Adoption Agreement
elects to use the current year testing.  An Employer may not change from current
year  testing to prior year  testing  except as provided in the Code or in other
applicable  guidance.  For  the  first  Plan  Year  the  Plan  permits  matching
contributions or Employee contributions and the Plan is not a successor plan (as
defined in the Code or in other applicable guidance),  under prior year testing,
the prior year ACP for the Nonhighly Compensated Group is 3% unless the Employer
in an Addendum to its Adoption Agreement elects to use the actual first year ACP
for the Nonhighly Compensated Group.

(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/her  behalf  to any  other  plan  maintained  by the
Employer,  unless the other plan is an ESOP.  If the plans have  different  plan
years,   the  Plan   Administrator   will   determine  the  combined   aggregate
contributions on the basis of the plan years ending in the same calendar year.

(C)  Aggregation of certain 401(m)  arrangements.  If the Employer treats two or
more plans as a single for coverage or nondiscrimination  purposes, the Employer
must combine the 401(m)  arrangements  under such plans to determine whether the
plans  satisfy  the  ACP  test.  This   aggregation  rule  applies  to  the  ACP
determination  for all eligible  Employees,  irrespective of whether an eligible
Employee is a Highly Compensated Employee or a Nonhighly  Compensated  Employee.
An Employer may aggregate  401(m)  arrangements  under this Section  14.09(C) if
where the plans  have the same plan  year and use the same  testing  method.  An
Employer  may not  aggregate  an ESOP (or the  ESOP  portion  of a plan)  with a
non-ESOP  plan (or  non-ESOP  portion of a plan).  If the  Employer  aggregating
401(m) arrangements under this Section 14.09(C) is using prior year testing, the
Plan Administrator must adjust the Nonhighly Compensated Group ACP for the prior
year as provided in the Code or in other applicable guidance.

(D) Distribution of excess aggregate contributions.  The Plan Administrator will
determine  excess aggregate  contributions  after  determining  excess deferrals
under Section 14.07 and excess  contributions  under Section 14.08.  If the Plan
Administrator determines the Plan fails to satisfy the ACP test for a Plan Year,
the Trustee, as directed by the Plan  Administrator,  must distribute the Vested
excess aggregate  contributions,  as adjusted for allocable  income,  during the
next Plan Year.  However,  the  Employer may incur an excise tax with respect to
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  the ACP  test.  The  Plan  Administrator  will
determine  the total amount of the excess  aggregate  contributions  by starting
with  the  Highly  Compensated  Employee(s)  who has the  greatest  contribution
percentage,  reducing  his/her  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  Plan
Administrator  already has reduced (but not below the next highest  contribution
percentage),  and  continuing  in this  manner  until  the  ACP  for the  Highly
Compensated Group satisfies the ACP test.

After  the  Plan   Administrator  has  determined  the  total  excess  aggregate
contribution  amount, the Trustee, as directed by the Plan  Administrator,  then
will  distribute  (to the extent  Vested) to each  Highly  Compensated  Employee
his/her  respective  share  of the  excess  aggregate  contributions.  The  Plan
Administrator will determine each Highly Compensated  Employee's share of excess
aggregate  contributions by starting with the Highly Compensated Employee(s) who
has the highest dollar amount of aggregate contributions, reducing the amount of
his/her aggregate contributions (but not below the next highest dollar amount of
the  aggregate  contributions),  then,  if  necessary,  reducing  the  amount of
aggregate  contributions  of the  Highly  Compensated  Employee(s)  at the  next
highest  dollar  amount of  aggregate  contributions,  including  the  aggregate
contributions   of  the   Highly   Compensated   Employee(s)   whose   aggregate
contributions the Plan Administrator already has reduced (but not below the next
highest dollar amount of aggregate contributions), and continuing in this manner
until the Trustee has distributed all excess aggregate contributions.

(E) Allocable  income.  To determine the amount of the  corrective  distribution
required under this Section  14.09,  the Plan  Administrator  must calculate the
allocable  income  for the Plan Year (but not beyond the Plan Year) in which the
excess aggregate contributions arose. "Allocable income" means net income or net
loss. The Plan Administrator 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 Plan Administrator
will treat a Highly Compensated  Employee's  allocable share of excess aggregate
contributions  in the following  priority:  (1) first as attributable to his/her
Employee  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 Plan
Administrator  has  included  in  the  ACP  test;  and  (4)  last  to  qualified
nonelective  contributions  used in the  ACP  test.  To the  extent  the  Highly
Compensated  Employee's  excess  aggregate  contributions  are  attributable  to
matching contributions, and he/she is not 100% Vested in his/her Account Balance
attributable to matching  contributions,  the Plan Administrator will distribute
only the Vested portion and forfeit the nonVested portion. The Vested portion of
the Highly Compensated Employee's excess aggregate contributions attributable to
Employer  matching  contributions  is the total amount of such excess  aggregate
contributions  (as adjusted for allocable  income)  multiplied by his/her Vested
percentage  (determined  as of the  last  day of the Plan  Year  for  which  the
Employer made the matching contribution).

14.10 MULTIPLE USE LIMITATION.  If at least one Highly  Compensated  Employee is
includible in the ADP test under Section 14.08 and in the ACP test under Section
14.09, the sum of the Highly Compensated  Group's ADP and ACP may not exceed the
multiple use limitation.

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

(i) 125% of the greater of: (a) the ADP of the Nonhighly  Compensated  Group for
the prior Plan Year; or (b) the ACP of the Nonhighly  Compensated  Group for the
Plan  Year  beginning  with  or  within  the  prior  Plan  Year  of  the  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 Plan  Administrator,  in lieu of determining  the multiple use limitation as
the sum of (i) and (ii),  may elect to determine the multiple use  limitation as
the sum of (iii) and (iv):

(iii)125% of the lesser of: (a) the ADP of the Nonhighly  Compensated  Group for
the prior Plan Year; or (b) the ACP of the Nonhighly  Compensated  Group for the
Plan  Year  beginning  with  or  within  the  prior  Plan  Year  of  the  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).

If the  Employer  has elected in its  Adoption  Agreement  to use  current  year
testing,   the  multiple  use  limitation  is  calculated  using  the  Nonhighly
Compensated  Group's  current  Plan  Year  data.  The  Plan  Administrator  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 using
the  deemed  maximum  corrected  ADP and ACP  percentages  in the event the Plan
failed either or both tests.  If, after  applying this Section  14.10,  the Plan
Administrator  determines  the Plan has  failed  to  satisfy  the  multiple  use
limitation,  the Plan  Administrator  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 the Plan Administrator  determines in its
sole discretion.  This Section 14.10 does not apply unless, prior to application
of the multiple use  limitation,  the ADP and the ACP of the Highly  Compensated
Group  each  exceeds  125%  of the  respective  percentages  for  the  Nonhighly
Compensated Group.

14.11 DISTRIBUTION RESTRICTIONS. The Employer in Adoption Agreement Section 6.01
must elect the  distribution  events  permitted under the Plan. The distribution
events applicable to the Participant's deferral contributions Account, qualified
nonelective contributions Account,  qualified matching contributions Account and
safe harbor contributions  Account  (collectively,  "restricted  balances") must
satisfy the distribution restrictions described in Section 14.03(d).

(A) Hardship  Distributions from Deferral  Contributions  Account.  The Employer
must elect in Adoption  Agreement Section 6.01 whether a Participant may receive
hardship  distribution  (as  defined in  Section  6.09)  from  his/her  deferral
contributions  Account prior to the  Participant's  Separation  from Service.  A
hardship distribution from the deferral  contributions Account also must satisfy
the requirements of this Section 14.11(A).  A hardship  distribution  option may
not  apply  to a  Participant's  qualified  nonelective  contributions  Account,
qualified   matching   contributions   Account,   nor  to  his/her  safe  harbor
contributions Account except as provided in Paragraph (2).

(1) Restrictions. The following restrictions apply to a Participant who receives
a hardship  distribution from his/her deferral  contributions  Account:  (a) the
Participant  may not make elective  deferrals or Employee  contributions  to the
Plan  for  the  12-month   period   following  the  date  of  his/her   hardship
distribution;   (b)  the   distribution   may  not  exceed  the  amount  of  the
Participant's   immediate  and  heavy  financial  need  (including  any  amounts
necessary  to pay  any  federal,  state  or  local  income  taxes  or  penalties
reasonably  anticipated to result from the  distribution);  (c) the  Participant
must have obtained all distributions, other than hardship distributions, and all
nontaxable loans (determined at the time of the loan) currently  available under
this Plan and all other qualified plans maintained by the Employer;  and (d) the
Participant  must limit elective  deferrals  under this Plan and under any other
qualified plan maintained by the Employer,  for the  Participant's  taxable year
immediately  following  the taxable  year of the hardship  distribution,  to the
402(g) limitation (as described in Section 14.07),  reduced by the amount of the
Participant's  elective  deferrals  made in the  taxable  year  of the  hardship
distribution.  The suspension of elective  deferrals and Employee  contributions
described in clause (a) also must apply to all other  qualified plans and to all
nonqualified plans of deferred  compensation  maintained by the Employer,  other
than any  mandatory  employee  contribution  portion of a defined  benefit plan,
including  stock  option,  stock  purchase  and  other  similar  plans,  but not
including  health or welfare  benefit  plans  (other  than the cash or  deferred
arrangement portion of a cafeteria plan). The Plan Administrator,  absent actual
contrary knowledge,  may rely on a Participant's written representation that the
distribution  is on account of hardship  (as  defined in Section  6.09) and also
satisfies clause (b). In addition,  clause (c) regarding loans does not apply if
the loan to the Participant would increase the Participant's hardship need.

(2) Earnings. A hardship  distribution 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 withdrawal for a
hardship  distribution  only if the  Employer  in an  Addendum  to its  Adoption
Agreement  elects to permit  such  withdrawals.  The  Addendum  may  modify  the
December 31, 1988, date for purposes of determining  credited amounts,  provided
the date is not later than the end of the last Plan Year  ending  before July 1,
1989.

(B) Distributions after Separation from Service.

Following the  Participant's  Separation from Service,  the distribution  events
applicable  to the  Participant  apply  equally  to  all  of  the  Participant's
Accounts.

SPECIAL ALLOCATION AND VALUATION RULES. If the 401(k)  arrangement  provides for
salary reduction contributions,  if the Plan accepts Employee contributions,  or
if the Plan allocates matching  contributions as of any date other than the last
day of the Plan Year, the Employer in Adoption Agreement Sections 9.08 and 10.15
must elect the method the Plan  Administrator will apply to allocate net income,
gain or loss to such contributions made during the Plan Year and any alternative
valuation  dates for the different  Account  types which the Plan  Administrator
maintains under the Plan.