401(k) Profit Sharing Plan - Bio-Technology General Corp.

            BIO-TECHNOLOGY GENERAL CORP. 401(K) PROFIT SHARING PLAN










                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

2.1   TOP HEAVY PLAN REQUIREMENTS                                           24
2.2   DETERMINATION OF TOP HEAVY STATUS                                     24
2.3   POWERS AND RESPONSIBILITIES OF THE EMPLOYER                           28
2.4   DESIGNATION OF ADMINISTRATIVE AUTHORITY                               28
2.5   ALLOCATION AND DELEGATION OF RESPONSIBILITIES                         29
2.6   POWERS AND DUTIES OF THE ADMINISTRATOR                                29
2.7   RECORDS AND REPORTS                                                   30
2.8   APPOINTMENT OF ADVISERS                                               30
2.9   INFORMATION FROM EMPLOYER                                             31
2.10  PAYMENT OF EXPENSES                                                   31
2.11  MAJORITY ACTIONS                                                      31
2.12  CLAIMS PROCEDURE                                                      31
2.13  CLAIMS REVIEW PROCEDURE                                               31

                                   ARTICLE III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY                                             32
3.2   APPLICATION FOR PARTICIPATION                                         32
3.3   EFFECTIVE DATE OF PARTICIPATION                                       33
3.4   DETERMINATION OF ELIGIBILITY                                          33
3.5   TERMINATION OF ELIGIBILITY                                            33
3.6   OMISSION OF ELIGIBLE EMPLOYEE                                         33
3.7   INCLUSION OF INELIGIBLE EMPLOYEE                                      34
3.8   ELECTION NOT TO PARTICIPATE                                           34






                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION                       34
4.2   PARTICIPANT'S SALARY REDUCTION ELECTION                               35
4.3   TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION                            38
4.4   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS                  39
4.5   ACTUAL DEFERRAL PERCENTAGE TESTS                                      44
4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                        46
4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS                                  48
4.8   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS                    51
4.9   MAXIMUM ANNUAL ADDITIONS                                              53
4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                             56
4.11  TRANSFERS FROM QUALIFIED PLANS                                        57
4.12  DIRECTED INVESTMENT ACCOUNT                                           58

                                    ARTICLE V
                                   VALUATIONS

5.1   VALUATION OF THE TRUST FUND                                           59
5.2   METHOD OF VALUATION                                                   59

                                   ARTICLE VI
                  DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT                             60
6.2   DETERMINATION OF BENEFITS UPON DEATH                                  60
6.3   DISABILITY RETIREMENT BENEFITS                                        61
6.4   DETERMINATION OF BENEFITS UPON TERMINATION                            61
6.5   DISTRIBUTION OF BENEFITS                                              65
6.6   DISTRIBUTION OF BENEFITS UPON DEATH                                   69
6.7   TIME OF SEGREGATION OR DISTRIBUTION                                   72
6.8   DISTRIBUTION FOR MINOR BENEFICIARY                                    72
6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                        72
6.10  PRE-RETIREMENT DISTRIBUTION                                           72
6.11  ADVANCE DISTRIBUTION FOR HARDSHIP                                     73
6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                       74





                                   ARTICLE VII
                                     TRUSTEE

7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE                                 75
7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                           75
7.3   OTHER POWERS OF THE TRUSTEE                                           76
7.4   LOANS TO PARTICIPANTS                                                 79
7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS                              80
7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                         80
7.7   ANNUAL REPORT OF THE TRUSTEE                                          81
7.8   AUDIT                                                                 81
7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                        82
7.10  TRANSFER OF INTEREST                                                  83
7.11  DIRECT ROLLOVER                                                       83

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1   AMENDMENT                                                             84
8.2   TERMINATION                                                           85
8.3   MERGER OR CONSOLIDATION                                               85

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1   PARTICIPANT'S RIGHTS                                                  86
9.2   ALIENATION                                                            86
9.3   CONSTRUCTION OF PLAN                                                  87
9.4   GENDER AND NUMBER                                                     87
9.5   LEGAL ACTION                                                          87
9.6   PROHIBITION AGAINST DIVERSION OF FUNDS                                87
9.7   BONDING                                                               88
9.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                            88
9.9   INSURER'S PROTECTIVE CLAUSE                                           88
9.10  RECEIPT AND RELEASE FOR PAYMENTS                                      89
9.11  ACTION BY THE EMPLOYER                                                89
9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                    89
9.13  HEADINGS                                                              90
9.14  APPROVAL BY INTERNAL REVENUE SERVICE                                  90
9.15  UNIFORMITY                                                            90





                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1  ADOPTION BY OTHER EMPLOYERS                                           90
10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS                               91
10.3  DESIGNATION OF AGENT                                                  91
10.4  EMPLOYEE TRANSFERS                                                    91
10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION                                 92
10.6  AMENDMENT                                                             92
10.7  DISCONTINUANCE OF PARTICIPATION                                       92
10.8  ADMINISTRATOR'S AUTHORITY                                             93





             BIO-TECHNOLOGY GENERAL CORP. 401(K) PROFIT SHARING PLAN

     THIS AGREEMENT, hereby made and entered into this 8th day of August, 1994,
by and between Bio-Technology General Corp. (herein referred to as the
"Employer") and Sim Fass and Matthew Pazaryna (herein referred to as the
"Trustee").

                              W I T N E S S E T H:

     WHEREAS, the Employer desires to recognize the contribution made to its
successful operation by its employees and to reward such contribution by means
of a 401(k) Profit Sharing Plan for those employees who shall qualify as
Participants hereunder;

     NOW, THEREFORE, effective January 1, 1994 (hereinafter called the
"Effective Date"), the Employer hereby establishes a 401(k) Profit Sharing Plan
and creates this trust (which plan and trust are hereinafter called the "Plan")
for the exclusive benefit of the Participants and their Beneficiaries, and the
Trustee hereby accepts the Plan on the following terms:

                                    ARTICLE I

                                   DEFINITIONS

     1.1 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

     1.2 "Administrator" means the person or entity designated by the Employer
pursuant to Section 2.4 to administer the Plan on behalf of the Employer.

     1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

     1.4 "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 2.2.

     1.5 "Anniversary Date" means December 31st.

     1.6 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

                                      -1-




     1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     1.8 "Compensation" with respect to any Participant means such Participant's
wages as defined in Code Section 3401(a) and all other payments of compensation
by the Employer (in the course of the Employer's trade or business) for a Plan
Year for which the Employer is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).

     For purposes of this Section, the determination of Compensation shall be
made by:

          (a) including amounts which are contributed by the Employer pursuant
     to a salary reduction agreement and which are not includible in the gross
     income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B),
     403(b) or 457, and Employee contributions described in Code Section
     414(h)(2) that are treated as Employer contributions.

     For a Participant's initial year of participation, Compensation shall be
recognized for the entire Plan Year.

     Compensation in excess of $200,000 shall be disregarded. Such amount shall
be adjusted at the same time and in such manner as permitted under Code Section
415(d), except that the dollar increase in effect on January 1 of any calendar
year shall be effective for the Plan Year beginning with or within such calendar
year and the first adjustment to the $200,000 limitation shall be effective on
January 1, 1990. For any short Plan Year the Compensation limit shall be an
amount equal to the Compensation limit for the calendar year in which the Plan
Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12). In applying this limitation, the
family group of a Highly Compensated Participant who is subject to the Family
Member aggregation rules of Code Section 414(q)(6) because such Participant is
either a "five percent owner" of the Employer or one of the ten (10) Highly
Compensated Employees paid the greatest "415 Compensation" during the year,
shall be treated as a single Participant, except that for this purpose Family
Members shall include only the affected Participant's spouse and any lineal
descendants who have not attained age nineteen (19) before the close of the
year. If, as a result of the application of such rules the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's Compensation prior to
the application of this limitation, or the limitation shall be adjusted in
accordance with any other method permitted by Regulation.

                                      -2-



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

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

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

     If, as a result of such rules, the maximum "annual addition" limit of
Section 4.9(a) would be exceeded for one or more of the affected Family Members,
the prorated Compensation of all affected Family Members shall be adjusted to
avoid or reduce any excess. The prorated Compensation of any affected Family
Member whose allocation would exceed the limit shall be adjusted downward to the
level needed to provide an allocation equal to such limit. The prorated
Compensation of affected Family Members not affected by such limit shall then be
adjusted upward on a pro rata basis not to exceed each such affected Family
Member's Compensation as determined prior to application of the Family Member
rule. The resulting allocation shall not exceed such individual's maximum
"annual addition" limit. If, after these adjustments, an "excess amount" still
results, such "excess amount" shall be disposed of in the manner described in
Section 4.10(a) pro rata among all affected Family Members.

     For purposes of this Section, if the Plan is a plan described in Code
Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
$200,000 limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

     1.9 "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy, or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

                                      -3-




     1.10 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

     1.11 "Early Retirement Date" means any Anniversary Date (prior to the
Normal Retirement Date) coinciding with or following the date on which a
Participant or Former Participant attains age 55th and has completed at least
10th Years of Service with the Employer (Early Retirement Age). A Participant
shall become fully Vested upon satisfying this requirement if still employed at
his Early Retirement Age.

     A Former Participant who terminates employment after satisfying the service
requirement for Early Retirement and who thereafter reaches the age requirement
contained herein shall be entitled to receive his benefits under this Plan.

     1.12 "Elective Contribution" means the Employer's contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section
4.6 shall be considered an Elective Contribution for purposes of the Plan. Any
such contributions deemed to be Elective Contributions shall be subject to the
requirements of Sections 4.2(b) and 4.2(c) and shall further be required to
satisfy the discrimination requirements of Regulation 1.401(k)-l(b)(5), the
provisions of which are specifically incorporated herein by reference.

     1.13 "Eligible Employee" means any Employee.

     Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of
Code Section 7701(a)(46)) and the Employer under which retirement benefits were
the subject of good faith bargaining between the parties will not be eligible to
participate in this Plan unless such agreement expressly provides for coverage
in this Plan or two percent or more of the Employees of the Employer who are
covered pursuant to that agreement are professionals as defined in Regulation
1.410(b)-9.

     Employees of Affiliated Employers shall not be eligible to participate in
this Plan unless such Affiliated Employers have specifically adopted this Plan
in writing.

     1.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer, but excludes any person who is an independent contractor.
Employee shall include Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan
described in Code Section 414(n)(5) and such Leased Employees do not constitute
more than 20% of the recipient's non-highly compensated work force.

                                      -4-




     1.15 "Employer" means Bio-Technology General Corp. and any Participating
Employer (as defined in Section 10.1) which shall adopt this Plan; any successor
which shall maintain this Plan; and any predecessor which has maintained this
Plan. The Employer is a corporation, with principal offices in the State of New
Jersey.

     1.16 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a).

     1.17 "Excess Contributions" means, with respect to a Plan Year, the excess
of Elective Contributions made on behalf of Highly Compensated Participants for
the Plan Year over the maximum amount of such contributions permitted under
Section 4.5(a). Excess Contributions shall be treated as an "annual addition"
pursuant to Section 4.9(b).

     1.18 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 2.2 and 4.4(h), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

     1.19 "Family Member" means, with respect to an affected Participant, such
Participant's spouse and such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B).

     1.20 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

     1.21 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.

                                      -5-





     1.22 "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

          (a) the distribution of the entire Vested portion of a Terminated
     Participant's Account, or

          (b) the last day of the Plan Year in which the Participant incurs five
     (5) consecutive 1-Year Breaks in Service.

     Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(e)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.23 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

     1.24 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

     1.25 "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year.

     For purposes of this Section, the determination of "414(s) Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

     "414(s) Compensation" in excess of $200,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as permitted under
Code Section 415(d), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or within
such calendar year and the first adjustment to the $200,000 limitation shall be
effective on January 1, 1990. For any short Plan Year the "414(s) Compensation"
limit shall be an amount equal to the "414(s) Compensation" limit for the

                                      -6-





calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12). In
applying this limitation, the family group of a Highly Compensated Participant
who is subject to the Family Member aggregation rules of Code Section 414(q)(6)
because such Participant is either a "five percent owner" of the Employer or one
of the ten (10) Highly Compensated Employees paid the greatest "415
Compensation" during the year, shall be treated as a single Participant, except
that for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not attained age
nineteen (19) before the close of the year.

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

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

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

     1.26 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

          (a) Employees who at any time during the "determination year" or
     "look-back year" were "five percent owners" as defined in Section 1.32(c).

          (b) Employees who received "415 Compensation" during the "look-back
     year" from the Employer in excess of $75,000.

                                      -7-




          (c) Employees who received "415 Compensation" during the "look-back
     year" from the Employer in excess of $50,000 and were in the Top Paid Group
     of Employees for the Plan Year.

          (d) Employees who during the "look-back year" were officers of the
     Employer (as that term is defined within the meaning of the Regulations
     under Code Section 416) and received "415 Compensation" during the
     "look-back year" from the Employer greater than 50 percent of the limit in
     effect under Code Section 415(b)(1)(A) for any such Plan Year. The number
     of officers shall be limited to the lesser of (i) 50 employees; or (ii) the
     greater of 3 employees or 10 percent of all employees. For the purpose of
     determining the number of officers, Employees described in Section 1.56(a),
     (b), (c) and (d) shall be excluded, but such Employees shall still be
     considered for the purpose of identifying the particular Employees who are
     officers. If the Employer does not have at least one officer whose annual
     "415 Compensation" is in excess of 50 percent of the Code Section
     415(b)(1)(A) limit, then the highest paid officer of the Employer will be
     treated as a Highly Compensated Employee.

          (e) Employees who are in the group consisting of the 100 Employees
     paid the greatest "415 Compensation" during the "determination year" and
     are also described in (b), (c) or (d) above when these paragraphs are
     modified to substitute "determination year" for "look-back year."

     The "look-back year" shall be the calendar year ending with or within the
Plan Year for which testing is being performed, and the "determination year" (if
applicable) shall be the period of time, if any, which extends beyond the
"look-back year" and ends on the last day of the Plan Year for which testing is
being performed (the "lag period"). If the "lag period" is less than twelve
months long, the dollar threshold amounts specified in (b), (c) and (d) above
shall be prorated based upon the number of months in the "lag period."

     For purposes of this Section, the determination of "415 Compensation" shall
be made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457,
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions. Additionally, the dollar threshold amounts specified
in (b) and (c) above shall be adjusted at such time and in such manner as is
provided in Regulations. In the case of such an adjustment, the dollar limits
which shall be applied are those for the calendar year in which the
"determination year" or "look-back year" begins.

     In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers

                                      -8-





shall be taken into account as a single employer and Leased Employees within the
meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees
unless such Leased Employees are covered by a plan described in Code Section
414(n)(5) and are not covered in any qualified plan maintained by the Employer.
The exclusion of Leased Employees for this purpose shall be applied on a uniform
and consistent basis for all of the Employer's retirement plans. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees
without regard to whether they performed services during the "determination
year."

     1.27 "Highly Compensated Former Employee" means a former Employee who had a
separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55. Notwithstanding the foregoing, an Employee who separated
from service prior to 1987 will be treated as a Highly Compensated Former
Employee only if during the separation year (or year preceding the separation
year) or any year after the Employee attains age 55 (or the last year ending
before the Employee's 55th birthday), the Employee either received "415
Compensation" in excess of $50,000 or was a "five percent owner." For purposes
of this Section, "determination year," "415 Compensation" and "five percent
owner" shall be determined in accordance with Section 1.26. Highly Compensated
Former Employees shall be treated as Highly Compensated Employees. The method
set forth in this Section for determining who is a "Highly Compensated Former
Employee" shall be applied on a uniform and consistent basis for all purposes
for which the Code Section 414(q) definition is applicable.

     1.28 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the Plan.

     1.29 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties during the applicable computation period; (2) each
hour for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period; (3) each hour for
which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement or payment is made.
The same Hours of Service shall not be credited both under (1) or (2), as the
case may be, and under (3).

     Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or



                                      -9-




disability insurance laws; and (iii) Hours of Service are not required to be
credited for a payment which solely reimburses an Employee for medical or
medically related expenses incurred by the Employee.

     For purposes of this Section, a payment shall be deemed to be made by or
due from the Employer regardless of whether such payment is made by or due from
the Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

     An Hour of Service must be counted for the purpose of determining a Year of
Service, a year of participation for purposes of accrued benefits, a 1-Year
Break in Service, and employment commencement date (or reemployment commencement
date). In addition, Hours of Service will be credited for employment with other
Affiliated Employers. The provisions of Department of Labor regulations
2530.200b-2(b) and (c) are incorporated herein by reference.

     1.30 "Income" means the income or losses allocable to Excess Deferred
Compensation which amount shall be allocated in the same manner as income or
losses are allocated pursuant to Section 4.4(f)

     1.31 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing. Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.

     1.32 "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as well
as each of his Beneficiaries) is considered a Key Employee if he, at any time
during the Plan Year that contains the ["Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

          (a) an officer of the Employer (as that term is defined within the
     meaning of the Regulations under Code Section 416) having annual "415
     Compensation" greater than 50 percent of the amount in effect under Code
     Section 415(b)(1)(A) for any such Plan Year.

          (b) one of the ten employees having annual "415 Compensation" from the
     Employer for a Plan Year greater than the dollar limitation in effect under
     Code Section 415(c)(1)(A) for the calendar year in which such Plan Year
     ends and owning (or considered as owning within the meaning of Code Section
     318) both more than one-half percent interest and the largest interests in
     the Employer.

                                      -10-





          (c) a "five percent owner" of the Employer. "Five percent owner" means
     any person who owns (or is considered as owning within the meaning of Code
     Section 318) more than five percent (5%) of the outstanding stock of the
     Employer or stock possessing more than five percent (5%) of the total
     combined voting power of all stock of the Employer or, in the case of an
     unincorporated business, any person who owns more than five percent (5%) of
     the capital or profits interest in the Employer. In determining percentage
     ownership hereunder, employers that would otherwise be aggregated under
     Code Sections 414(b), (c), (m) and (o) shall be treated as separate
     employers.

          (d) a "one percent owner" of the Employer having an annual "415
     Compensation" from the Employer of more than $150,000. "One percent owner"
     means any person who owns (or is considered as owning within the meaning of
     Code Section 318) more than one percent (1%) of the outstanding stock of
     the Employer or stock possessing more than one percent (1%) of the total
     combined voting power of all stock of the Employer or, in the case of an
     unincorporated business, any person who owns more than one percent (1%) of
     the capital or profits interest in the Employer. In determining percentage
     ownership hereunder, employers that would otherwise be aggregated under
     Code Sections 414(b), (c), (m) and (o) shall be treated as separate
     employers. However, in determining whether an individual has "415
     Compensation" of more than $150,000, "415 Compensation" from each employer
     required to be aggregated under Code Sections 414(b), (c), (m) and (o)
     shall be taken into account.

     For purposes of this Section, the determination of "415 Compensation" shall
be made by including amounts which are contributed by the Employer pursuant to a
salary reduction agreement and which are not includible in the gross income of
the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457,
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions.

     1.33 "Late Retirement Date" means the Anniversary Date coinciding with or
next following a Participant's actual Retirement Date after having reached his
Normal Retirement Date.

     1.34 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

                                      -11-





          (a) if such employee is covered by a money purchase pension plan
     providing:

               (1) a non-integrated employer contribution rate of at least 10%
          of compensation, as defined in Code Section 415(c)(3), but including
          amounts which are contributed by the Employer pursuant to a salary
          reduction agreement and which are not includible in the gross income
          of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B),
          403(b) or 457, and Employee contributions described in Code Section
          414(h)(2) that are treated as Employer contributions.

               (2) immediate participation; and

               (3) full and immediate vesting; and

          (b) if Leased Employees do not constitute more than 20% of the
     recipient's non-highly compensated work force.

     1.35 "Non-Elective Contribution" means the Employer's contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution.

     1.36 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

     1.37 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

     1.38 "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

     1.39 "Normal Retirement Date" means the Anniversary Date coinciding with or
next following the Participant's Normal Retirement Age.

     1.40 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1 Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

                                      -12-





     "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established nondiscriminatory
policy, whether occasioned by illness, military service, or any other reason.

     A "maternity or paternity leave of absence" means, for Plan Years beginning
after December 31, 1984, an absence from work for any period by reason of the
Employee's pregnancy, birth of the Employee's child, placement of a child with
the Employee in connection with the adoption of such child, or any absence for
the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

     1.41 "Participant" means any Eligible Employee who participates in the Plan
as provided in Sections 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

     1.42 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer's Non-Elective Contributions.

     A separate accounting shall be maintained with respect to that portion of
the Participant's Account attributable to Employer matching contributions made
pursuant to Section 4.1(b) and Employer discretionary contributions made
pursuant to Section 4.1(d)

     1.43 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.44 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer's Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Elective Account attributable to Elective
Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.

     1.45 "Plan" means this instrument, including all amendments thereto.

     1.46 "Plan Year" means the Plans accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

                                      -13-





     1.47 "Pre-Retirement Survivor Annuity" is an immediate annuity for the life
of the Participant's spouse the payments under which must be equal to the amount
of benefit which can be purchased with the accounts of a Participant used to
provide the death benefit under the Plan.

     1.48 "Qualified Non-Elective Contribution" means the Employer's
contributions to the Plan that are made pursuant to Section 4.1(c) and Section
4.6. Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and used to satisfy the "Actual Deferral Percentage" tests.

     In addition, the Employer's contributions to the Plan that are made
pursuant to Section 4.8(h) which are used to satisfy the "Actual Contribution
Percentage" tests shall be considered Qualified Non-Elective Contributions and
be subject to the provisions of Sections 4.2(b) and 4.2(c).

     1.49 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.50 "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

     1.51 "Retirement Date" means the date as of which a Participant retires
whether such retirement occurs on a Participant's Normal Retirement Date, Early
or Late Retirement Date (see Section 6.1).

     1.52 "Super Top Heavy Plan" means a plan described in Section 2.2(b).

     1.53 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death or retirement.

     1.54 "Top Heavy Plan" means a plan described in Section 2.2(a)

     1.55 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

     1.56 "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" (determined for this purpose in accordance with
Section 1.26) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. Employees who are nonresident aliens and who received no earned income
(within the meaning of Code Section 911(d)(2)) from the Employer constituting
United States source income within


                                      -14-





the meaning of Code Section 861(a)(3) shall not be treated as Employees.
Additionally, for the purpose of determining the number of active Employees in
any year, the following additional Employees shall also be excluded; however,
such Employees shall still be considered for the purpose of identifying the
particular Employees in the Top Paid Group:

          (a) Employees with less than six (6) months of service;

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

          (c) Employees who normally work less than six (6) months during a
     year; and

          (d) Employees who have not yet attained age 21.

     In addition, if 90 percent or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

     The foregoing exclusions set forth in this Section shall be applied on a
uniform and consistent basis for all purposes for which the Code Section 414(q)
definition is applicable.

     1.57 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

     1.58 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

     1.59 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

     1.60 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

     For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service. The participation computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee again performs an
Hour of Service. The participation computation period shall shift to the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service. An Employee who is credited with the required
Hours of Service in both the initial computation period (or the computation
period beginning after a 1-Year Break in Service) and the Plan Year which
includes the anniversary of the date on which


                                      -15-



the Employee first performed an Hour of Service, shall be credited with two (2)
Years of Service for purposes of eligibility to participate.

     For vesting purposes, the computation period shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

     For all other purposes, the computation period shall be the Plan Year.

     Notwithstanding the foregoing, for any short Plan Year, the determination
of whether an Employee has completed a Year of Service shall be made in
accordance with Department of Labor regulation 2530.203-2(c).

     Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                          TOP HEAVY AND ADMINISTRATION

2.1 TOP HEAVY PLAN REQUIREMENTS

      For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the
special minimum allocation requirements of Code Section 416(c) pursuant to
Section 4.4 of the Plan.

2.2 DETERMINATION OF TOP HEAVY STATUS

          (a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as
     of the Determination Date, (1) the Present Value of Accrued Benefits of Key
     Employees and (2) the sum of the Aggregate Accounts of Key Employees under
     this Plan and all plans of an Aggregation Group, exceeds sixty percent
     (60%) of the Present Value of Accrued Benefits and the Aggregate Accounts
     of all Key and Non-Key Employees under this Plan and all plans of an
     Aggregation Group.

     If any Participant is a Non-Key Employee for any Plan Year, but such
Participant was a Key Employee for any prior Plan Year, such Participant's
Present Value of Accrued Benefit and/or Aggregate Account balance shall not be
taken into account for purposes of determining whether this Plan is a Top Heavy
or Super Top Heavy Plan (or whether any Aggregation Group which includes this
Plan is a Top Heavy Group). In addition, if a Participant or Former Participant
has not performed any services for any Employer maintaining the Plan at any time
during the five year period ending on the Determination Date, any accrued
benefit for such Participant or Former Participant shall not be taken into
account for the purposes of determining whether this Plan is a Top Heavy or
Super Top Heavy Plan.

          (b) This Plan shall be a Super Top Heavy Plan for any Plan Year in
     which, as of the Determination Date, (1) the Present Value of Accrued
     Benefits

                                      -16-




     of  Key Employees and (2) the sum of the Aggregate Accounts of Key
     Employees under this Plan and all plans of an Aggregation Group,
     exceeds ninety percent (90%) of the Present Value of Accrued Benefits
     and the Aggregate Accounts of all Key and Non-Key Employees under this
     Plan and all plans of an Aggregation Group.

          (c) Aggregate Account: A Participant's Aggregate Account as of the
     Determination Date is the sum of:

               (1) his Participant's Combined Account balance as of the most
               recent valuation occurring within a twelve (12) month period
               ending on the Determination Date;

               (2) an adjustment for any contributions due as of the
               Determination Date. Such adjustment shall be the amount of any
               contributions actually made after the valuation date but due on
               or before the Determination Date, except for the first Plan Year
               when such adjustment shall also reflect the amount of any
               contributions made after the Determination Date that are
               allocated as of a date in that first Plan Year.

               (3) any Plan distributions made within the Plan Year that
               includes the Determination Date or within the four (4) preceding
               Plan Years. However, in the case of distributions made after the
               valuation date and prior to the Determination Date, such
               distributions are not included as distributions for top heavy
               purposes to the extent that such distributions are already
               included in the Participant's Aggregate Account balance as of the
               valuation date. Notwithstanding anything herein to the contrary,
               all distributions, including distributions made prior to January
               1, 1984, and distributions under a terminated plan which if it
               had not been terminated would have been required to be included
               in an Aggregation Group, will be counted. Further, distributions
               from the Plan (including the cash value of life insurance
               policies) of a Participant's account balance because of death
               shall be treated as a distribution for the purposes of this
               paragraph.

               (4) any Employee contributions, whether voluntary or mandatory.
               However, amounts attributable to tax deductible qualified
               voluntary employee contributions shall not be considered to be a
               part of the Participant's Aggregate Account balance.

               (5) with respect to unrelated rollovers and planto-plan transfers
               (ones which are both initiated by the Employee and made from a
               plan maintained by one employer to a plan maintained by another
               employer), if this Plan provides the rollovers or plan-to-plan
               transfers, it shall always consider such rollovers or
               plan-to-plan transfers as a distribution for the


                                      -17-



               purposes of this Section. If this Plan is the plan accepting such
               rollovers or plan-to-plan transfers, it shall not consider such
               rollovers or plan-to-plan transfers as part of the Participant's
               Aggregate Account balance.

               (6) with respect to related rollovers and plan-to-plan transfers
               (ones either not initiated by the Employee or made to a plan
               maintained by the same employer), if this Plan provides the
               rollover or plan-to-plan transfer, it shall not be counted as a
               distribution for purposes of this Section. If this Plan is the
               plan accepting such rollover or plan-to-plan transfer, it shall
               consider such rollover or plan-to-plan transfer as part of the
               Participant's Aggregate Account balance, irrespective of the date
               on which such rollover or plan-to-plan transfer is accepted.

               (7) For the purposes of determining whether two employers are to
               be treated as the same employer in (5) and (6) above, all
               employers aggregated under Code Section 414tb), (c), (m) and (o)
               are treated as the same employer.

          (d) "Aggregation Group" means either a Required Aggregation Group or a
     Permissive Aggregation Group as hereinafter determined.

               (1) Required Aggregation Group: In determining a Required
               Aggregation Group hereunder, each plan of the Employer in which a
               Key Employee is a participant in the Plan Year containing the
               Determination Date or any of the four preceding Plan Years, and
               each other plan of the Employer which enables any plan in which a
               Key Employee participates to meet the requirements of Code
               Sections 401(a)(4) or 410, will be required to be aggregated.
               Such group shall be known as a Required Aggregation Group.

               In the case of a Required Aggregation Group, each plan in the
               group will be considered a Top Heavy Plan if the Required
               Aggregation Group is a Top Heavy Group. No plan in the Required
               Aggregation Group will be considered a Top Heavy Plan if the
               Required Aggregation Group is not a Top Heavy Group.

               (2) Permissive Aggregation Group: The Employer may also include
               any other plan not required to be included in the Required
               Aggregation Group, provided the resulting group, taken as a
               whole, would continue to satisfy the provisions of Code Sections
               401(a)(4) and 410. Such group shall be known as a Permissive
               Aggregation Group.

               In the case of a Permissive Aggregation Group, only a plan that
               is part of the Required Aggregation Group will be considered a
               Top Heavy Plan if


                                      -18-




               the Permissive Aggregation Group is a Top Heavy Group. No plan in
               the Permissive Aggregation Group will be considered a Top Heavy
               Plan if the Permissive Aggregation Group is not a Top Heavy
               Group.

               (3) Only those plans of the Employer in which the Determination
               Dates fall within the same calendar year shall be aggregated in
               order to determine whether such plans are Top Heavy Plans.

               (4) An Aggregation Group shall include any terminated plan of the
               Employer if it was maintained within the last five (5) years
               ending on the Determination Date.

               (e) "Determination Date" means (a) the last day of the preceding
          Plan Year, or (b) in the case of the first Plan Year, the last day of
          such Plan Year.

               (f) Present Value of Accrued Benefit: In the case of a defined
          benefit plan, the Present Value of Accrued Benefit for a Participant
          other than a Key Employee, shall be as determined using the single
          accrual method used for all plans of the Employer and Affiliated
          Employers, or if no such single method exists, using a method which
          results in benefits accruing not more rapidly than the slowest accrual
          rate permitted under Code Section 411(b)(1)(C). The determination of
          the Present Value of Accrued Benefit shall be determined as of the
          most recent valuation date that falls within or ends with the 12-month
          period ending on the Determination Date except as provided in Code
          Section 416 and the Regulations thereunder for the first and second
          plan years of a defined benefit plan.

               (g) "Top Heavy Group" means an Aggregation Group in which, as of
          the Determination Date, the sum of:

               (1) the Present Value of Accrued Benefits of Key Employees under
               all defined benefit plans included in the group, and

               (2) the Aggregate Accounts of Key Employees under all defined
               contribution plans included in the group, exceeds sixty percent
               (60%) of a similar sum determined for all Participants.

2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a) The Employer shall be empowered to appoint and remove the
          Trustee and the Administrator from time to time as it deems necessary
          for the proper administration of the Plan to assure that the Plan is
          being operated for the exclusive benefit of the Participants and their
          Beneficiaries in accordance with the terms of the Plan, the Code, and
          the Act.

                                      -19-




               (b) The Employer shall establish a "funding policy and method,"
          i.e., it shall determine whether the Plan has a short run need for
          liquidity (e.g., to pay benefits) or whether liquidity is a long run
          goal and investment growth (and stability of same) is a more current
          need, or shall appoint a qualified person to do so. The Employer or
          its delegate shall communicate such needs and goals to the Trustee,
          who shall coordinate such Plan needs with its investment policy. The
          communication of such a "funding policy and method" shall not,
          however, constitute a directive to the Trustee as to investment of the
          Trust Funds. Such "funding policy and method" shall be consistent with
          the objectives of this Plan and with the requirements of Title I of
          the Act.

               (c) The Employer shall periodically review the performance of any
          Fiduciary or other person to whom duties have been delegated or
          allocated by it under the provisions of this Plan or pursuant to
          procedures established hereunder. This requirement may be satisfied by
          formal periodic review by the Employer or by a qualified person
          specifically designated by the Employer, through day-to-day conduct
          and evaluation, or through other appropriate ways.

2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY

     The Employer shall appoint one or more Administrators. Any person,
including, but not limited to, the Employees of the Employer, shall be eligible
to serve as an Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. An Administrator may
resign by delivering his written resignation to the Employer or be removed by
the Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.

     The Employer, upon the resignation or removal of an Administrator, shall
promptly designate in writing a successor to this position. If the Employer does
not appoint an Administrator, the Employer will function as the Administrator.

2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES

     If more than one person is appointed as Administrator, the responsibilities
of each Administrator may be specified by the Employer and accepted in writing
by each Administrator. In the event that no such delegation is made by the
Employer, the Administrators may allocate the responsibilities among themselves,
in which event the Administrators shall notify the Employer and the Trustee in
writing of such action and specify the responsibilities of each Administrator.
The Trustee thereafter shall accept and rely upon any documents executed by the
appropriate Administrator until such time as the Employer or the Administrators
file with the Trustee a written revocation of such designation.

2.6 POWERS AND DUTIES OF THE ADMINISTRATOR


                                      -20-




     The primary responsibility of the Administrator is to administer the Plan
for the exclusive benefit of the Participants and their Beneficiaries, subject
to the specific terms of the Plan. The Administrator shall administer the Plan
in accordance with its terms and shall have the power and discretion to construe
the terms of the Plan and to determine all questions arising in connection with
the administration, interpretation, and application of the Plan. Any such
determination by the Administrator shall be conclusive and binding upon all
persons. The Administrator may establish procedures, correct any defect, supply
any information, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose of the
Plan; provided, however, that any procedure, discretionary act, interpretation
or construction shall be done in a nondiscriminatory manner based upon uniform
principles consistently applied and shall be consistent with the intent that the
Plan shall continue to be deemed a qualified plan under the terms of Code
Section 401(a), and shall comply with the terms of the Act and all regulations
issued pursuant thereto. The Administrator shall have all powers necessary or
appropriate to accomplish his duties under this Plan.

     The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

          (a) the discretion to determine all questions relating to the
     eligibility of Employees to participate or remain a Participant hereunder
     and to receive benefits under the Plan;

          (b) to compute, certify, and direct the Trustee with respect to the
     amount and the kind of benefits to which any Participant shall be entitled
     hereunder;

          (c) to authorize and direct the Trustee with respect to all
     nondiscretionary or otherwise directed disbursements from the Trust;

          (d) to maintain all necessary records for the administration of the
     Plan;

          (e) to interpret the provisions of the Plan and to make and publish
     such rules for regulation of the Plan as are consistent with the terms
     hereof;

          (f) to determine the size and type of any Contract to be purchased
     from any insurer, and to designate the insurer from which such Contract
     shall be purchased;

          (g) to compute and certify to the Employer and to the Trustee from
     time to time the sums of money necessary or desirable to be contributed to
     the Plan;

                                      -21-




          (h) to consult with the Employer and the Trustee regarding the short
     and long-term liquidity needs of the Plan in order that the Trustee can
     exercise any investment discretion in a manner designed to accomplish
     specific objectives;

          (i) to prepare and distribute to Employees a procedure for notifying
     Participants and Beneficiaries of their rights to elect joint and survivor
     annuities and Pre-Retirement Survivor Annuities as required by the Act and
     Regulations thereunder;

          (j) to prepare and implement a procedure to notify Eligible Employees
     that they may elect to have a portion of their Compensation deferred or
     paid to them in cash;

          (k) to assist any Participant regarding his rights, benefits, or
     elections available under the Plan.

2.7 RECORDS AND REPORTS

     The Administrator shall keep a record of all actions taken and shall keep
all other books of account, records, and other data that may be necessary for
proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.

2.8 APPOINTMENT OF ADVISERS

     The Administrator, or the Trustee with the consent of the Administrator,
may appoint counsel, specialists, advisers, and other persons as the
Administrator or the Trustee deems necessary or desirable in connection with the
administration of this Plan.

2.9 INFORMATION FROM EMPLOYER

     To enable the Administrator to perform his functions, the Employer shall
supply full and timely information to the Administrator on all matters relating
to the Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, disability, or termination of employment, and
such other pertinent facts as the Administrator may require; and the
Administrator shall advise the Trustee of such of the foregoing facts as may be
pertinent to the Trustee's duties under the Plan. The Administrator may rely
upon such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.

2.10 PAYMENT OF EXPENSES

     All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, including, but not limited to, fees of
accountants, counsel, and other specialists

                                      -22-





and their agents, and other costs of administering the Plan. Until paid, the
expenses shall constitute a liability of the Trust Fund. However, the Employer
may reimburse the Trust Fund for any administration expense incurred.

2.11 MAJORITY ACTIONS

     Except where there has been an allocation and delegation of administrative
authority pursuant to Section 2.5, if there shall be more than one
Administrator, they shall act by a majority of their number, but may authorize
one or more of them to sign all papers on their behalf.

2.12 CLAIMS PROCEDURE

     Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.13 CLAIMS REVIEW PROCEDURE

     Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.12
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.12. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant

                                      -23-




and shall include specific reasons for the decision and specific references to
the pertinent Plan provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

     Any Eligible Employee who has attained age 21 shall be eligible to
participate hereunder as of the date he has satisfied such requirements. The
Employer shall give each prospective Eligible Employee written notice of his
eligibility to participate in the Plan prior to the close of the Plan Year in
which he first becomes an Eligible Employee.

3.2 APPLICATION FOR PARTICIPATION

     In order to become a Participant hereunder, each Eligible Employee shall
make application to the Employer for participation in the Plan and agree to the
terms hereof. Upon the acceptance of any benefits under this Plan, such Employee
shall automatically be deemed to have made application and shall be bound by the
terms and conditions of the Plan and all amendments hereto.

3.3 EFFECTIVE DATE OF PARTICIPATION

     An Eligible Employee shall become a Participant effective as of the first
day of the Plan Year in which such Employee met the eligibility requirements of
Section 3.1.

     In the event an Employee who is not a member of an eligible class of
Employees becomes a member of an eligible class, such Employee will participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Participant.

3.4 DETERMINATION OF ELIGIBILITY

     The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.13.

3.5 TERMINATION OF ELIGIBILITY

     (a) In the event a Participant shall go from a classification of an
Eligible Employee to an ineligible Employee, such Former Participant shall
continue to vest in his interest in the Plan for each Year of Service completed
while a noneligible Employee, until such time as his Participant's Account shall
be forfeited or distributed pursuant to the terms of the

                                      -24-




Plan. Additionally, his interest in the Plan shall continue to share in the
earnings of the Trust Fund.

     (b) In the event a Participant is no longer a member of an eligible class
of Employees and becomes ineligible to participate but has not incurred a 1-Year
Break in Service, such Employee will participate immediately upon returning to
an eligible class of Employees. If such Participant incurs a 1-Year Break in
Service, eligibility will be determined under the break in service rules of the
Plan.

3.6 OMISSION OF ELIGIBLE EMPLOYEE

     If, in any Plan Year, any Employee who should be included as a Participant
in the Plan is erroneously omitted and discovery of such omission is not made
until after a contribution by his Employer for the year has been made, the
Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

3.7 INCLUSION OF INELIGIBLE EMPLOYEE

     If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
Employer shall not be entitled to recover the contribution made with respect to
the ineligible person regardless of whether or not a deduction is allowable with
respect to such contribution. In such event, the amount contributed with respect
to the ineligible person shall constitute a Forfeiture (except for Deferred
Compensation which shall be distributed to the ineligible person) for the Plan
Year in which the discovery is made.

3.8 ELECTION NOT TO PARTICIPATE

     An Employee may, subject to the approval of the Employer, elect voluntarily
not to participate in the Plan. The election not to participate must be
communicated to the Employer, in writing, at least thirty (30) days before the
beginning of a Plan Year.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION

     For each Plan Year, the Employer shall contribute to the Plan:

                                      -25-





          (a) The amount of the total salary reduction elections of all
     Participants made pursuant to Section 4.2(a), which amount shall be deemed
     an Employer's Elective Contribution.

          (b) On behalf of each Participant who is eligible to share in matching
     contributions for the Plan Year, a discretionary matching contribution
     equal to a percentage of each such Participant's Deferred Compensation, the
     exact percentage to be determined each year by the Employer, which amount
     shall be deemed an Employer's Non-Elective Contribution.

          (c) On behalf of each Non-Highly Compensated Participant who is
     eligible to share in the Qualified Non-Elective Contribution for the Plan
     Year, a discretionary Qualified Non-Elective Contribution equal to a
     percentage of each eligible individual's Compensation, the exact percentage
     to be determined each year by the Employer. The Employer's Qualified
     Non-Elective Contribution shall be deemed an Employer's Elective
     Contribution.

          (d) A discretionary amount, which amount shall be deemed an Employer's
     Non-Elective Contribution.

          (e) Notwithstanding the foregoing, however, the Employer's
     contributions for any Plan Year shall not exceed the maximum amount
     allowable as a deduction to the Employer under the provisions of Code
     Section 404. All contributions by the Employer shall be made in cash or in
     such property as is acceptable to the Trustee.

          (f) Except, however, to the extent necessary to provide the top heavy
     minimum allocations, the Employer shall make a contribution even if it
     exceeds the amount which is deductible under Code Section 404.

4.2 PARTICIPANT'S SALARY REDUCTION ELECTION

          (a) Each Participant may elect to defer his Compensation which would
     have been received in the Plan Year, but for the deferral election, by up
     to 201. A deferral election (or modification of an earlier election) may
     not be made with respect to Compensation which is currently available on or
     before the date the Participant executed such election or, if later, the
     latest of the date the Employer adopts this cash or deferred arrangement,
     or the date such arrangement first became effective.

          The amount by which Compensation is reduced shall be that
     Participant's Deferred Compensation and be treated as an Employer Elective
     Contribution and allocated to that Participant's Elective Account.

                                      -26-




          (b) The balance in each Participant's Elective Account shall be fully
     Vested at all times and shall not be subject to Forfeiture for any reason.

          (c) Amounts held in the Participant's Elective Account may not be
     distributable earlier than:

          (1) a Participant's termination of employment or death;

          (2) a Participant's attainment of age 59 1/2;

          (3) the termination of the Plan without the establishment or existence
          of a "successor plan," as that term is described in Regulation
          1.401(k)1(d)(3);

          (4) the date of disposition by the Employer to an entity that is not
          an Affiliated Employer of substantially all of the assets (within the
          meaning of Code Section 409(d)(2)) used in a trade or business of such
          corporation if such corporation continues to maintain this Plan after
          the disposition with respect to a Participant who continues employment
          with the corporation acquiring such assets;

          (5) the date of disposition by the Employer or an Affiliated Employer
          who maintains the Plan of its interest in a subsidiary (within the
          meaning of Code Section 409(d)(3)) to an entity which is not an
          Affiliated Employer but only with respect to a Participant who
          continues employment with such subsidiary; or

          (6) the proven financial hardship of a Participant, subject to the
          limitations of Section 6.11.

          (d) For each Plan Year, a Participant's Deferred Compensation made
     under this Plan and all other plans, contracts or arrangements of the
     Employer maintaining this Plan shall not exceed, during any taxable year of
     the Participant, the limitation imposed by Code Section 402(g), as in
     effect at the beginning of such taxable year. If such dollar limitation is
     exceeded, a Participant will be deemed to have notified the Administrator
     of such excess amount which shall be distributed in a manner consistent
     with Section 4.2(f). The dollar limitation shall be adjusted annually
     pursuant to the method provided in Code Section 415(d) in accordance with
     Regulations.

          (e) In the event a Participant has received a hardship distribution
     pursuant to Regulation 1.401(k)l(d)(2)(iv)(B) from any other plan
     maintained by the Employer, then such Participant shall not be permitted to
     elect to have Deferred Compensation contributed to the Plan on his behalf
     for a period of

                                      -27-




     twelve (12) months following the receipt of the distribution. Furthermore,
     the dollar limitation under Code Section 402(g) shall be reduced, with
     respect to the Participant's taxable year following the taxable year in
     which the hardship distribution was made, by the amount of such
     Participant's Deferred Compensation, if any, pursuant to this Plan (and any
     other plan maintained by the Employer) for the taxable year of the hardship
     distribution.

          (f) If a Participant's Deferred Compensation under this Plan together
     with any elective deferrals (as defined in Regulation 1.402(g)-l(b)) under
     another qualified cash or deferred arrangement (as defined in Code Section
     401(k)), a simplified employee pension (as defined in Code Section 408(k)),
     a salary reduction arrangement (within the meaning of Code Section
     3121(a)(5)(D)), a deferred compensation plan under Code Section 457, or a
     trust described in Code Section 501(c)(18) cumulatively exceed the
     limitation imposed by Code Section 402(g) (as adjusted annually in
     accordance with the method provided in Code Section 415(d) pursuant to
     Regulations) for such Participant's taxable year, the Participant may, not
     later than March 1 following the close of the Participant's taxable year,
     notify the Administrator in writing of such excess and request that his
     Deferred Compensation under this Plan be reduced by an amount specified by
     the Participant. In such event, the Administrator may direct the Trustee to
     distribute such excess amount (and any Income allocable to such excess
     amount) to the Participant not later than the first April 15th following
     the close of the Participant's taxable year. Any distribution of less than
     the entire amount of Excess Deferred Compensation and Income shall be
     treated as a pro rata distribution of Excess Deferred Compensation and
     Income. The amount distributed shall not exceed the Participant's Deferred
     Compensation under the Plan for the taxable year. Any distribution on or
     before the last day of the Participant's taxable year must satisfy each of
     the following conditions:

          (1) the distribution must be made after the date on which the Plan
          received the Excess Deferred Compensation;

          (2) the Participant shall designate the distribution as Excess
          Deferred Compensation; and

          (3) the Plan must designate the distribution as a distribution of
          Excess Deferred Compensation.

     Any distribution made pursuant to this Section 4.2(f) shall be made
simultaneously from Deferred Compensation and matching contributions which
relate to such Deferred Compensation provided, however, that any such matching
contributions which are not Vested shall be forfeited in lieu of distribution.

                                      -28-




          (g) Notwithstanding Section 4.2(f) above, a Participant's Excess
     Deferred Compensation shall be reduced, but not below zero, by any
     distribution of Excess Contributions pursuant to Section 4.6(a) for the
     Plan Year beginning with or within the taxable year of the Participant.

          (h) At Normal Retirement Date, or such other date when the Participant
     shall be entitled to receive benefits, the fair market value of the
     Participant's Elective Account shall be used to provide additional benefits
     to the Participant or his Beneficiary.

          (i) All amounts allocated to a Participant's Elective Account may be
     treated as a Directed Investment Account pursuant to Section 4.12.

          (j) Employer Elective Contributions made pursuant to this Section may
     be segregated into a separate account for each Participant in a federally
     insured savings account, certificate of deposit in a bank or savings and
     loan association, money market certificate, or other short-term debt
     security acceptable to the Trustee until such time as the allocations
     pursuant to Section 4.4 have been made.

          (k) The Employer and the Administrator shall implement the salary
     reduction elections provided for herein in accordance with the following:

               (1) A Participant may commence making elective deferrals to the
               Plan only after first satisfying the eligibility and
               participation requirements specified in Article III. However, the
               Participant must make his initial salary deferral election within
               a reasonable time, not to exceed thirty (30) days, after entering
               the Plan pursuant to Section 3.3. If the Participant fails to
               make an initial salary deferral election within such time, then
               such Participant may thereafter make an election in accordance
               with the rules governing modifications. The Participant shall
               make such an election by entering into a written salary reduction
               agreement with the Employer and filing such agreement with the
               Administrator. Such election shall initially be effective
               beginning with the pay period following the acceptance of the
               salary reduction agreement by the Administrator, shall not have
               retroactive effect and shall remain in force until revoked.

               (2) A Participant may modify a prior election at any time during
               the Plan Year and concurrently make a new election by filing a
               written notice with the Administrator within a reasonable time
               before the pay period for which such modification is to be
               effective. Any modification shall not have retroactive effect and
               shall remain in force until revoked.

               (3) A Participant may elect to prospectively revoke his salary
               reduction agreement in its entirety at any time during the Plan
               Year by providing the

                                      -29-




               Administrator with thirty (30) days written notice of such
               revocation (or upon such shorter notice period as may be
               acceptable to the Administrator). Such revocation shall become
               effective as of the beginning of the first pay period coincident
               with or next following the expiration of the notice period.
               Furthermore, the termination of the Participant's employment, or
               the cessation of participation for any reason, shall be deemed to
               revoke any salary reduction agreement then in effect, effective
               immediately following the close of the pay period within which
               such termination or cessation occurs.

4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION

     The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including extensions
of time, for the filing of the Employer's federal income tax return for the
Fiscal Year.

     However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general assets,
but in any event within ninety (90) days from the date on which such amounts
would otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore, any additional Employer contributions which are allocable to the
Participant's Elective Account for a Plan Year shall be paid to the Plan no
later than the twelve-month period immediately following the close of such Plan
Year.

4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

          (a) The Administrator shall establish and maintain an account in the
     name of each Participant to which the Administrator shall credit as of each
     Anniversary Date all amounts allocated to each such Participant as set
     forth herein.

          (b) The Employer shall provide the Administrator with all information
     required by the Administrator to make a proper allocation of the Employer's
     contributions for each Plan Year. Within a reasonable period of time after
     the date of receipt by the Administrator of such information, the
     Administrator shall allocate such contribution as follows:

               (1) With respect to the Employer's Elective Contribution made
               pursuant to Section 4.1(a), to each Participant's Elective
               Account in an amount equal to each such Participant's Deferred
               Compensation for the year.

                                      -30-





               (2) With respect to the Employer's Non-Elective Contribution made
               pursuant to Section 4.1(b), to each Participant's Account in
               accordance with Section 4.1(b).

               Any Participant actively employed during the Plan Year shall be
               eligible to share in the matching contribution for the Plan Year.
               However, with respect to Plan Years beginning after December 31,
               1989, in lieu of the foregoing, only Participants who are
               actively employed during the Plan Year shall be eligible to share
               in the matching contribution for the year.

               (3) With respect to the Employer's Qualified Non-Elective
               Contribution made pursuant to Section 4.1(c), to each
               Participant's Elective Account in accordance with Section 4.1(c).

               Any Non-Highly Compensated Participant actively employed during
               the Plan Year shall be eligible to share in the Qualified
               Non-Elective Contribution for the Plan Year. However, with
               respect to Plan Years beginning after December 31, 1989, in lieu
               of the foregoing, only Non-Highly Compensated Participants who
               are actively employed during the Plan Year shall be eligible to
               share in the Qualified Non-Elective Contribution for the year.

               (4) With respect to the Employer's Non-Elective Contribution made
               pursuant to Section 4.1(d), to each Participant's Account in the
               same proportion that each such Participant's Compensation for the
               year bears to the total Compensation of all Participants for such
               year.

                    Any Participant actively employed during the Plan Year shall
               be eligible to share in the discretionary contribution for the
               year. However, with respect to Plan Years beginning after
               December 31, 1989, in lieu of the foregoing, only Participants
               who are actively employed during the Plan Year shall be eligible
               to share in the discretionary contribution for the year.

          (c) As of each Anniversary Date any amounts which became Forfeitures
     since the last Anniversary Date shall first be made available to reinstate
     previously forfeited account balances of Former Participants, if any, in
     accordance with Section 6.4(e)(2). The remaining Forfeitures, if any, shall
     be allocated to Participants' Accounts and used to reduce the contribution
     of the Employer hereunder for the Plan Year in which such Forfeitures occur
     in the following manner:

                                      -31-




               (1) Forfeitures attributable to Employer matching contributions
               made pursuant to Section 4.1(b) shall be used to reduce the
               Employer's contribution for the Plan Year in which such
               Forfeitures occur.

               (2) Forfeitures attributable to Employer discretionary
               contributions made pursuant to Section 4.1(d) shall be allocated
               among the Participants' Accounts of Participants otherwise
               eligible to share in the allocation of discretionary
               contributions for the year in the same proportion that each such
               Participant's Compensation for the year bears to the total
               Compensation of all such Participants for the year.

                    Provided, however, that in the event the allocation of
               Forfeitures provided herein shall cause the "annual addition" (as
               defined in Section 4.9) to any Participant's Account to exceed
               the amount allowable by the Code, the excess shall be reallocated
               in accordance with Section 4.10.

          (d) For any Top Heavy Plan Year, Non-Key Employees not otherwise
     eligible to share in the allocation of contributions and Forfeitures as
     provided above, shall receive the minimum allocation provided for in
     Section 4.4(h) if eligible pursuant to the provisions of Section 4.4(j).

          (e) Participants who are not actively employed on the last day of the
     Plan Year due to Retirement (Early, Normal or Late) or death shall share in
     the allocation of contributions and Forfeitures for that Plan Year only if
     otherwise eligible in accordance with this Section.

          (f) As of each Anniversary Date or other valuation date, before
     allocation of one-half of the Employer contributions for the entire Plan
     Year and after allocation of Forfeitures, any earnings or losses (net
     appreciation or net depreciation) of the Trust Fund shall be allocated in
     the same proportion that each Participant's and Former Participant's
     nonsegregated accounts bear to the total of all Participants' and Former
     Participants' nonsegregated accounts as of such date.

               Participants' transfers from other qualified plans deposited in
          the general Trust Fund shall share in any earnings and losses (net
          appreciation or net depreciation) of the Trust Fund in the same manner
          provided above. Each segregated account maintained on behalf of a
          Participant shall be credited or charged with its separate earnings
          and losses.

          (g) Participants' accounts shall be debited for any insurance or
     annuity premiums paid, if any, and credited with any dividends received on
     insurance contracts.


                                      -32-





          (h) Minimum Allocations Required for Top Heavy Plan Years:
     Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the
     Employer's contributions and Forfeitures allocated to the Participant's
     Combined Account of each Non-Key Employee shall be equal to at least three
     percent (3%) of such Non-Key Employee's "415 Compensation" (reduced by
     contributions and forfeitures, if any, allocated to each Non-Key Employee
     in any defined contribution plan included with this plan in a Required
     Aggregation Group). However, if (1) the sum of the Employer's contributions
     and Forfeitures allocated to the Participant's Combined Account of each Key
     Employee for such Top Heavy Plan Year is less than three percent (3%) of
     each Key Employee's "415 Compensation" and (2) this Plan is not required to
     be included in an Aggregation Group to enable a defined benefit plan to
     meet the requirements of Code Section 401(a)(4) or 410, the sum of the
     Employer's contributions and Forfeitures allocated to the Participant's
     Combined Account of each Non-Key Employee shall be equal to the largest
     percentage allocated to the Participant's Combined Account of any Key
     Employee. However, in determining whether a Non-Key Employee has received
     the required minimum allocation, such Non-Key Employee's Deferred
     Compensation and matching contributions needed to satisfy the "Actual
     Contribution Percentage" tests pursuant to Section 4.7(a) shall not be
     taken into account.

          However, no such minimum allocation shall be required in this Plan for
     any Non-Key Employee who participates in another defined contribution plan
     subject to Code Section 412 providing such benefits included with this Plan
     in a Required Aggregation Group.

          (i) For purposes of the minimum allocations set forth above, the
     percentage allocated to the Participant's Combined Account of any Key
     Employee shall be equal to the ratio of the sum of the Employer's
     contributions and Forfeitures allocated on behalf of such Key Employee
     divided by the "415 Compensation" for such Key Employee.

          (j) For any Top Heavy Plan Year, the minimum allocations set forth
     above shall be allocated to the Participant's Combined Account of all
     Non-Key Employees who are Participants and who are employed by the Employer
     on the last day of the Plan Year, including Non-Key Employees who have (1)
     failed to complete a Year of Service; and (2) declined to make mandatory
     contributions (if required) or, in the case of a cash or deferred
     arrangement, elective contributions to the Plan.

          (k) For the purposes of this Section, "415 Compensation" shall be
     limited to $200,000. Such amount shall be adjusted at the same time and in
     the same manner as permitted under Code Section 415(d), except that the
     dollar increase in effect on January 1 of any calendar year shall be
     effective for the Plan

                                      -33-




     Year beginning with or within such calendar year and the first adjustment
     to the $200,000 limitation shall be effective on January 1, 1990. For any
     short Plan Year the "415 Compensation" limit shall be an amount equal to
     the "415 Compensation" limit for the calendar year in which the Plan Year
     begins multiplied by the ratio obtained by dividing the number of full
     months in the short Plan Year by twelve (12).

               In addition to other applicable limitations set forth in the
          Plan, and notwithstanding any other provision of the Plan to the
          contrary, for Plan Years beginning on or after January 1, 1994, the
          annual Compensation of each Employee taken into account under the Plan
          shall not exceed the OBRA '93 annual compensation limit. The O BRA 893
          annual compensation limit is $150,000, as adjusted by the Commissioner
          for increases in the cost of living in accordance with Code Section
          401(a)(17)(B). The cost of living adjustment in effect for a calendar
          year applies to any period, not exceeding 32 months, over which
          Compensation is determined (determination period) beginning in such
          calendar year. If a determination period consists of fewer than 12
          months, the OBRA '93 annual compensation limit will be multiplied by a
          fraction, the numerator of which is the number of months in the
          determination period, and the denominator of which is 12.

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

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

          (l) Notwithstanding anything herein to the contrary, Participants who
     terminated employment for any reason during the Plan Year shall share in
     the salary reduction contributions made by the Employer for the year of
     termination without regard to the Hours of Service credited.

          (m) If a Former Participant is reemployed after five (5) consecutive
     1-Year Breaks in Service, then separate accounts shall be maintained as
     follows:

               (1) one account for nonforfeitable benefits attributable to
          pre-break service; and


                                      -34-





               (2) one account representing his status in the Plan attributable
          to post-break service.

          (n) Notwithstanding anything to the contrary, if this is a Plan that
     would otherwise fail to meet the requirements of Code Sections 401(a)(26),
     410(b)(1) or 410(b)(2)(A)(i) and the Regulations thereunder because
     Employer contributions would not be allocated to a sufficient number or
     percentage of Participants for a Plan Year, then the following rules shall
     apply:

               (1) The group of Participants eligible to share in the Employer's
          contribution and Forfeitures for the Plan Year shall be expanded to
          include the minimum number of Participants who would not otherwise be
          eligible as are necessary to satisfy the applicable test specified
          above. The specific Participants who shall become eligible under the
          terms of this paragraph shall be those who are actively employed on
          the last day of the Plan Year and, when compared to similarly situated
          Participants, have completed the greatest number of Hours of Service
          in the Plan Year.

               (2) If after application of paragraph (1) above, the applicable
          test is still not satisfied, then the group of Participants eligible
          to share in the Employer's contribution and Forfeitures for the Plan
          Year shall be further expanded to include the minimum number of
          Participants who are not actively employed on the last day of the Plan
          Year as are necessary to satisfy the applicable test. The specific
          Participants who shall become eligible to share shall be those
          Participants, when compared to similarly situated Participants, who
          have completed the greatest number of Hours of Service in the Plan
          Year before terminating employment.

               (3) Nothing in this Section shall permit the reduction of a
          Participant's accrued benefit. Therefore any amounts that have
          previously been allocated to Participants may not be reallocated to
          satisfy these requirements. In such event, the Employer shall make an
          additional contribution equal to the amount such affected Participants
          would have received had they been included in the allocations, even if
          it exceeds the amount which would be deductible under Code Section
          404. Any adjustment to the allocations pursuant to this paragraph
          shall be considered a retroactive amendment adopted by the last day of
          the Plan Year.

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS

          (a) Maximum Annual Allocation: For each Plan Year, the annual
     allocation derived from Employer Elective Contributions to a Participant's
     Elective Account shall satisfy one of the following tests:

                                      -35-



               (1) The "Actual Deferral Percentage" for the Highly Compensated
          Participant group shall not be more than the "Actual Deferral
          Percentage" of the Non-Highly Compensated Participant group multiplied
          by 1.25, or

               (2) The excess of the "Actual Deferral Percentage" for the Highly
          Compensated Participant group over the "Actual Deferral Percentage"
          for the Non-Highly Compensated Participant group shall not be more
          than two percentage points. Additionally, the "Actual Deferral
          Percentage" for the Highly Compensated Participant group shall not
          exceed the "Actual Deferral Percentage" for the Non-Highly Compensated
          Participant group multiplied by 2.

               The provisions of Code Section 401(k)(3) and Regulation
          1.401(k)-l(b) are incorporated herein by reference.

               However, in order to prevent the multiple use of the alternative
          method described in (2) above and in Code Section 401(m)(9)(A), any
          Highly Compensated Participant eligible to make elective deferrals
          pursuant to Section 4.2 and to make Employee contributions or to
          receive matching contributions under this Plan or under any other plan
          maintained by the Employer or an Affiliated Employer shall have his
          actual contribution ratio reduced pursuant to Regulation 1.401(m)-2,
          the provisions of which are incorporated herein by reference.

          (b) For the purposes of this Section "Actual Deferral Percentage"
     means, with respect to the Highly Compensated Participant group and
     Non-Highly Compensated Participant group for a Plan Year, the average of
     the ratios, calculated separately for each Participant in such group, of
     the amount of Employer Elective Contributions allocated to each
     Participant's Elective Account for such Plan Year, to such Participant's
     "414(s) Compensation" for such Plan Year. The actual deferral ratio for
     each Participant and the "Actual Deferral Percentage" for each group shall
     be calculated to the nearest one-hundredth of one percent. Employer
     Elective Contributions allocated to each Non-Highly Compensated
     Participant's Elective Account shall be reduced by Excess Deferred
     Compensation to the extent such excess amounts are made under this Plan or
     any other plan maintained by the Employer.

          (c) For the purpose of determining the actual deferral ratio of a
     Highly Compensated Employee who is subject to the Family Member aggregation
     rules of Code Section 414(q)(6) because such Participant is either a "five
     percent owner" of the Employer or one of the ten (10) Highly Compensated
     Employees paid the greatest "415 Compensation" during the year, the
     following shall apply:

                                      -36-



               (1) The combined actual deferral ratio for the family group
          (which shall be treated as one Highly Compensated Participant) shall
          be determined by aggregating Employer Elective Contributions and
          "414(s) Compensation" of all eligible Family Members (including Highly
          Compensated Participants). However, in applying the $200,000 limit to
          "414(s) Compensation," Family Members shall include only the affected
          Employee's spouse and any lineal descendants who have not attained age
          19 before the close of the Plan Year. 

               (2) The Employer Elective Contributions and "414(s) Compensation"
          of all Family Members shall be disregarded for purposes of determining
          the "Actual Deferral Percentage" of the Non-Highly Compensated
          Participant group except to the extent taken into account in paragraph
          (1) above.

               (3) If a Participant is required to be aggregated as a member of
          more than one family group in a plan, all Participants who are members
          of those family groups that include the Participant are aggregated as
          one family group in accordance with paragraphs (1) and (2) above.

          (d) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated
     Participant and a Non-Highly Compensated Participant shall include any
     Employee eligible to make a deferral election pursuant to Section 4.2,
     whether or not such deferral election was made or suspended pursuant to
     Section 4.2.

          (e) For the purposes of this Section and Code Sections 401(a)(4),
     410(b) and 401(k), if two or more plans which include cash or deferred
     arrangements are considered one plan for the purposes of Code Section
     401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or
     deferred arrangements included in such plans shall be treated as one
     arrangement. In addition, two or more cash or deferred arrangements may be
     considered as a single arrangement for purposes of determining whether or
     not such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k).
     In such a case, the cash or deferred arrangements included in such plans
     and the plans including such arrangements shall be treated as one
     arrangement and as one plan for purposes of this Section and Code Sections
     401(a)(4), 410(b) and 401(k). Plans may be aggregated under this paragraph
     (e) only if they have the same plan year.

               Notwithstanding the above, an employee stock ownership plan
          described in Code Section 4975(e)(7) or 409 may not be combined with
          this Plan for purposes of determining whether the employee stock
          ownership plan or this Plan satisfies this Section and Code Sections
          401(a)(4), 410(b) and 401(k).


                                      -37-




                  (f) For the purposes of this Section, if a Highly Compensated
            Participant is a Participant under two or more cash or deferred
            arrangements (other than a cash or deferred arrangement which is
            part of an employee stock ownership plan as defined in Code Section
            4975(e)(7) or 409) of the Employer or an Affiliated Employer, all
            such cash or deferred arrangements shall be treated as one cash or
            deferred arrangement for the purpose of determining the actual
            deferral ratio with respect to such Highly Compensated Participant.
            However, if the cash or deferred arrangements have different plan
            years, this paragraph shall be applied by treating all cash or
            deferred arrangements ending with or within the same calendar year
            as a single arrangement.

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

     In the event that the initial allocations of the Employer's Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a), the Administrator shall adjust Excess Contributions
pursuant to the options set forth below:

          (a) On or before the fifteenth day of the third month following the
     end of each Plan Year, the Highly Compensated Participant having the
     highest actual deferral ratio shall have his portion of Excess
     Contributions distributed to him until one of the tests set forth in
     Section 4.5(a) is satisfied, or until his actual deferral ratio equals the
     actual deferral ratio of the Highly Compensated Participant having the
     second highest actual deferral ratio. This process shall continue until one
     of the tests set forth in Section 4.5(a) is satisfied. For each Highly
     Compensated Participant, the amount of Excess Contributions is equal to the
     Elective Contributions on behalf of such Highly Compensated Participant
     (determined prior to the application of this paragraph) minus the amount
     determined by multiplying the Highly Compensated Participant's actual
     deferral ratio (determined after application of this paragraph) by his
     "414(s) Compensation." However, in determining the amount of Excess
     Contributions to be distributed with respect to an affected Highly
     Compensated Participant as determined herein, such amount shall be reduced
     by any Excess Deferred Compensation previously distributed to such affected
     Highly Compensated Participant for his taxable year ending with or within
     such Plan Year.

          (1) With respect to the distribution of Excess Contributions pursuant
     to (a) above, such distribution:

                    (i) may be postponed but not later than the close of the
               Plan Year following the Plan Year to which they are allocable;

                    (ii) shall be made simultaneously from Deferred Compensation
               and matching contributions which relate to such Deferred
               Compensation provided, however, that any such matching
               contributions which are not Vested shall be forfeited in lieu of
               distribution;

                                      -38-




                    (iii) shall be adjusted for Income; and

                    (iv) shall be designated by the Employer as a distribution
               of Excess Contributions (and Income).

          (2) Any distribution of less than the entire amount of Excess
     Contributions shall be treated as a pro rata distribution of Excess
     Contributions and Income.

          (3) The determination and correction of Excess Contributions of a
     Highly Compensated Participant whose actual deferral ratio is determined
     under the family aggregation rules shall be accomplished by reducing the
     actual deferral ratio as required herein, and the Excess Contributions for
     the family unit shall then be allocated among the Family Members in
     proportion to the Elective Contributions of each Family Member that were
     combined to determine the group actual deferral ratio.

            (b) Within twelve (12) months after the end of the Plan Year, the
      Employer may make a special Qualified Non-Elective Contribution on behalf
      of NonHighly Compensated Participants in an amount sufficient to satisfy
      one of the tests set forth in Section 4.5(a). Such contribution shall be
      allocated to the Participant's Elective Account of each Non-Highly
      Compensated Participant in the same proportion that each Non-Highly
      Compensated Participant's Compensation for the year bears to the total
      Compensation of all Non-Highly Compensated Participants.

            (c) If during a Plan Year the projected aggregate amount of Elective
      Contributions to be allocated to all Highly Compensated Participants under
      this Plan would, by virtue of the tests set forth in Section 4.5(a), cause
      the Plan to fail such tests, then the Administrator may automatically
      reduce proportionately or in the order provided in Section 4.6(a) each
      affected Highly Compensated Participant's deferral election made pursuant
      to Section 4.2 by an amount necessary to satisfy one of the tests set
      forth in Section 4.5(a).

4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a) The "Actual Contribution Percentage" for the Highly Compensated
     Participant group shall not exceed the greater of:

               (1) 125 percent of such percentage for the Non-Highly Compensated
          Participant group; or

               (2) the lesser of 200 percent of such percentage for the
          Non-Highly Compensated Participant group, or such percentage for the
          Non-Highly Compensated Participant group plus 2 percentage points.
          However, to prevent the multiple use of the alternative method
          described in this paragraph and Code


                                      -39-



          Section 401(m)(9)(A), any Highly Compensated Participant eligible to
          make elective deferrals pursuant to Section 4.2 or any other cash or
          deferred arrangement maintained by the Employer or an Affiliated
          Employer and to make Employee contributions or to receive matching
          contributions under this Plan or under any other plan maintained by
          the Employer or an Affiliated Employer shall have his actual
          contribution ratio reduced pursuant to Regulation 1.401(m)-2. The
          provisions of Code Section 401(m) and Regulations 1.401(m)l(b) and
          1.401(m)-2 are incorporated herein by reference.

          (b) For the purposes of this Section and Section 4.8, "Actual
     Contribution Percentage" for a Plan Year means, with respect to the Highly
     Compensated Participant group and Non-Highly Compensated Participant group,
     the average of the ratios (calculated separately for each Participant in
     each group) of:

               (1) the sum of Employer matching contributions made pursuant to
          Section 4.1(b) on behalf of each such Participant for such Plan Year;
          to

               (2) the Participant's "414(s) Compensation" for such Plan Year.

          (c) For purposes of determining the "Actual Contribution Percentage"
     and the amount of Excess Aggregate Contributions pursuant to Section
     4.8(d), only Employer matching contributions (excluding Employer matching
     contributions forfeited or distributed pursuant to Sections 4.2(f) and
     4.6(a)(1) or forfeited pursuant to Section 4.8(a)) contributed to the Plan
     prior to the end of the succeeding Plan Year shall be considered. In
     addition, the Administrator may elect to take into account, with respect to
     Employees eligible to have Employer matching contributions pursuant to
     Section 4.1(b) allocated to their accounts, elective deferrals (as defined
     in Regulation 1.402(g)-l(b)) and qualified non-elective contributions (as
     defined in Code Section 401(m)(4)(C)) contributed to any plan maintained by
     the Employer. Such elective deferrals and qualified nonelective
     contributions shall be treated as Employer matching contributions subject
     to Regulation 1.401(m)l(b)(5) which is incorporated herein by reference.
     However, the Plan Year must be the same as the plan year of the plan to
     which the elective deferrals and the qualified non-elective contributions
     are made.

          (d) For the purpose of determining the actual contribution ratio of a
     Highly Compensated Employee who is subject to the Family Member aggregation
     rules of Code Section 414(q)(6) because such Employee is either a "five
     percent owner" of the Employer or one of the ten (10) Highly Compensated
     Employees paid the greatest "415 Compensation" during the year, the
     following shall apply:

               (1) The combined actual contribution ratio for the family group
          (which shall be treated as one Highly Compensated Participant) shall
          be determined by aggregating Employer matching contributions made
          pursuant to Section 4.1(b) and "414(s) Compensation" of all eligible
          Family Members (including Highly

                                      -40-



          Compensated Participants). However, in applying the $200,000 limit to
          "414(s) Compensation", Family Members shall include only the affected
          Employee's spouse and any lineal descendants who have not attained age
          19 before the close of the Plan Year.

               (2) The Employer matching contributions made pursuant to Section
          4.1(b) and "414(s) Compensation" of all Family Members shall be
          disregarded for purposes of determining the "Actual Contribution
          Percentage" of the Non-Highly Compensated Participant group except to
          the extent taken into account in paragraph (1) above.

               (3) If a Participant is required to be aggregated as a member of
          more than one family group in a plan, all Participants who are members
          of those family groups that include the Participant are aggregated as
          one family group in accordance with paragraphs (1) and (2) above.

          (e) For purposes of this Section and Code Sections 401(a)(4), 410(b)
     and 401(m), if two or more plans of the Employer to which matching
     contributions, Employee contributions, or both, are made are treated as one
     plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the
     average benefits test under Code Section 410(b)(2)(A)(ii)), such plans
     shall be treated as one plan. In addition, two or more plans of the
     Employer to which matching contributions, Employee contributions, or both,
     are made may be considered as a single plan for purposes of determining
     whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and
     401(m). In such a case, the aggregated plans must satisfy this Section and
     Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans
     were a single plan. Plans may be aggregated under this paragraph (e) only
     if they have the same plan year.

     Notwithstanding the above, an employee stock ownership plan described in
Code Section 4975(e)(7) or 409 may not be aggregated with this Plan for purposes
of determining whether the employee stock ownership plan or this Plan satisfies
this Section and Code Sections 401(a)(4), 410(b) and 401(m).

          (f) If a Highly Compensated Participant is a Participant under two or
     more plans (other than an employee stock ownership plan as defined in Code
     Section 4975(e)(7) or 409) which are maintained by the Employer or an
     Affiliated Employer to which matching contributions, Employee
     contributions, or both, are made, all such contributions on behalf of such
     Highly Compensated Participant shall be aggregated for purposes of
     determining such Highly Compensated Participant's actual contribution
     ratio. However, if the plans have different plan years, this paragraph
     shall be applied by treating all plans ending with or within the same
     calendar year as a single plan.

          (g) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
     Participant and Non-Highly Compensated Participant shall include any
     Employee eligible to have

                                      -41-



     Employer matching contributions pursuant to Section 4.1(b) (whether or not
     a deferral election was made or suspended pursuant to Section 4.2(e))
     allocated to his account for the Plan Year.

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a) In the event that the "Actual Contribution Percentage" for the
     Highly Compensated Participant group exceeds the "Actual Contribution
     Percentage" for the NonHighly Compensated Participant group pursuant to
     Section 4.7(a), the Administrator (on or before the fifteenth day of the
     third month following the end of the Plan Year, but in no event later than
     the close of the following Plan Year) shall direct the Trustee to
     distribute to the Highly Compensated Participant having the highest actual
     contribution ratio, his Vested portion of Excess Aggregate Contributions
     (and Income allocable to such contributions) and, if forfeitable, forfeit
     such non-Vested Excess Aggregate Contributions attributable to Employer
     matching contributions (and Income allocable to such forfeitures) until
     either one of the tests set forth in Section 4.7(a) is satisfied, or until
     his actual contribution ratio equals the actual contribution ratio of the
     Highly Compensated Participant having the second highest actual
     contribution ratio. This process shall continue until one of the tests set
     forth in Section 4.7(a) is satisfied.

          If the correction of Excess Aggregate Contributions attributable to
     Employer matching contributions is not in proportion to the Vested and
     non-Vested portion of such contributions, then the Vested portion of the
     Participant's Account attributable to Employer matching contributions after
     the correction shall be subject to Section 6.5(g).

          (b) Any distribution and/or forfeiture of less than the entire amount
     of Excess Aggregate Contributions (and Income) shall be treated as a pro
     rata distribution and/or forfeiture of Excess Aggregate Contributions and
     Income. Distribution of Excess Aggregate Contributions shall be designated
     by the Employer as a distribution of Excess Aggregate Contributions (and
     Income). Forfeitures of Excess Aggregate Contributions shall be treated in
     accordance with Section 4.4.

          (c) Excess Aggregate Contributions, including forfeited matching
     contributions, shall be treated as Employer contributions for purposes of
     Code Sections 404 and 415 even if distributed from the Plan.

          Forfeited matching contributions that are reallocated to Participants'
     Accounts for the Plan Year in which the forfeiture occurs shall be treated
     as an "annual addition" pursuant to Section 4.9(b) for the Participants to
     whose Accounts they are reallocated and for the Participants from whose
     Accounts they are forfeited.

          (d) For each Highly Compensated Participant, the amount of Excess
     Aggregate Contributions is equal to the Employer matching contributions
     made pursuant to Section 4.1(b) and any qualified non-elective
     contributions or elective deferrals taken into account

                                      -42-




     pursuant to Section 4.7(c) on behalf of the Highly Compensated Participant
     (determined prior to the application of this paragraph) minus the amount
     determined by multiplying the Highly Compensated Participant's actual
     contribution ratio (determined after application of this paragraph) by his
     "414(s) Compensation." The actual contribution ratio must be rounded to the
     nearest one-hundredth of one percent. In no case shall the amount of Excess
     Aggregate Contribution with respect to any Highly Compensated Participant
     exceed the amount of Employer matching contributions made pursuant to
     Section 4.1(b) and any qualified non-elective contributions or elective
     deferrals taken into account pursuant to Section 4.7(c) on behalf of such
     Highly Compensated Participant for such Plan Year.

          (e) The determination of the amount of Excess Aggregate Contributions
     with respect to any Plan Year shall be made after first determining the
     Excess Contributions, if any, to be treated as voluntary Employee
     contributions due to recharacterization for the plan year of any other
     qualified cash or deferred arrangement (as defined in Code Section 401(k))
     maintained by the Employer that ends with or within the Plan Year.

          (f) If the determination and correction of Excess Aggregate
     Contributions of a Highly Compensated Participant whose actual contribution
     ratio is determined under the family aggregation rules, then the actual
     contribution ratio shall be reduced and the Excess Aggregate Contributions
     for the family unit shall be allocated among the Family Members in
     proportion to the sum of Employer matching contributions made pursuant to
     Section 4.1(b) and any qualified non-elective contributions or elective
     deferrals taken into account pursuant to Section 4.7(c) of each Family
     Member that were combined to determine the group actual contribution ratio.

          (g) If during a Plan Year the projected aggregate amount of Employer
     matching contributions to be allocated to all Highly Compensated
     Participants under this Plan would, by virtue of the tests set forth in
     Section 4.7(a), cause the Plan to fail such tests, then the Administrator
     may automatically reduce proportionately or in the order provided in
     Section 4.8(a) each affected Highly Compensated Participant's projected
     share of such contributions by an amount necessary to satisfy one of the
     tests set forth in Section 4.7(a).

          (h) Notwithstanding the above, within twelve (12) months after the end
     of the Plan Year, the Employer may make a special Qualified Non-Elective
     Contribution on behalf of Non-Highly Compensated Participants in an amount
     sufficient to satisfy one of the tests set forth in Section 4.7(a). Such
     contribution shall be allocated to the Participant's Elective Account of
     each Non-Highly Compensated Participant in the same proportion that each
     Non-Highly Compensated Participant's Compensation for the year bears to the
     total Compensation of all Non-Highly Compensated Participants. A separate
     accounting shall be maintained for the purpose of excluding such
     contributions from the "Actual Deferral Percentage" tests pursuant to
     Section 4.5(a).

                                      -43-



4.9 MAXIMUM ANNUAL ADDITIONS

          (a) Notwithstanding the foregoing, the maximum "annual additions"
     credited to a Participant's accounts for any "limitation year" shall equal
     the lesser of: (1) $30,000 (or, if greater, one-fourth of the dollar
     limitation in effect under Code Section 415(b)(1)(A)) or (2) twenty-five
     percent (25%) of the Participant's "415 Compensation" for such "limitation
     year." For any short "limitation year," the dollar limitation in (1) above
     shall be reduced by a fraction, the numerator of which is the number of
     full months in the short "limitation year" and the denominator of which is
     twelve (12).

          (b) For purposes of applying the limitations of Code Section 415,
     "annual additions" means the sum credited to a Participant's accounts for
     any "limitation year" of (1) Employer contributions, (2) Employee
     contributions, (3) forfeitures, (4) amounts allocated, after March 31,
     1984, to an individual medical account, as defined in Code Section
     415(1)(2) which is part of a pension or annuity plan maintained by the
     Employer and (5) amounts derived from contributions paid or accrued after
     December 31, 1985, in taxable years ending after such date, which are
     attributable to post-retirement medical benefits allocated to the separate
     account of a key employee (as defined in Code Section 419A(d)(3)) under a
     welfare benefit plan (as defined in Code Section 419(e)) maintained by the
     Employer. Except, however, the "415 Compensation" percentage limitation
     referred to in paragraph (a)(2) above shall not apply to: (1) any
     contribution for medical benefits (within the meaning of Code Section
     419A(f)(2)) after separation from service which is otherwise treated as an
     "annual addition," or (2) any amount otherwise treated as an "annual
     addition" under Code Section 415(1)(1).

          (c) For purposes of applying the limitations of Code Section 415, the
     transfer of funds from one qualified plan to another is not an "annual
     addition." In addition, the following are not Employee contributions for
     the purposes of Section 4.9(b)(2): (1) rollover contributions (as defined
     in Code Sections 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)
     repayments of loans made to a Participant from the Plan; (3) repayments of
     distributions received by an Employee pursuant to Code Section 411(a)(7)(B)
     (cash-outs); (4) repayments of distributions received by an Employee
     pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5)
     Employee contributions to a simplified employee pension excludable from
     gross income under Code Section 408(k)(6)

          (d) For purposes of applying the limitations of Code Section 415, the
     "limitation year" shall be the Plan Year.

          (e) The dollar limitation under Code Section 415(b)(1)(A) stated in
     paragraph (a)(1) above shall be adjusted annually as provided in Code
     Section 415(d) pursuant to the Regulations. The adjusted limitation is
     effective as of January 1st of each calendar year and is applicable to
     "limitation years" ending with or within that calendar year.

                                      -44-




          (f) For the purpose of this Section, all qualified defined benefit
     plans (whether terminated or not) ever maintained by the Employer shall be
     treated as one defined benefit plan, and all qualified defined contribution
     plans (whether terminated or not) ever maintained by the Employer shall be
     treated as one defined contribution plan.

          (g) For the purpose of this Section, if the Employer is a member of a
     controlled group of corporations, trades or businesses under common control
     (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
     modified by Code Section 415(h)), is a member of an affiliated service
     group (as defined by Code Section 414(m)), or is a member of a group of
     entities required to be aggregated pursuant to Regulations under Code
     Section 414(o), all Employees of such Employers shall be considered to be
     employed by a single Employer.

          (h) For the purpose of this Section, if this Plan is a Code Section
     413(c) plan, all Employers of a Participant who maintain this Plan will be
     considered to be a single Employer.

            (i) (1) If a Participant participates in more than one defined
      contribution plan maintained by the Employer which have different
      Anniversary Dates, the maximum "annual additions" under this Plan shall
      equal the maximum "annual additions" for the "limitation year" minus any
      "annual additions" previously credited to such Participant's accounts
      during the "limitation year."

               (2) If a Participant participates in both a defined contribution
          plan subject to Code Section 412 and a defined contribution plan not
          subject to Code Section 412 maintained by the Employer which have the
          same Anniversary Date, "annual additions" will be credited to the
          Participant's accounts under the defined contribution plan subject to
          Code Section 412 prior to crediting "annual additions" to the
          Participant's accounts under the defined contribution plan not subject
          to Code Section 412.

               (3) If a Participant participates in more than one defined
          contribution plan not subject to Code Section 412 maintained by the
          Employer which have the same Anniversary Date, the maximum "annual
          additions" under this Plan shall equal the product of (A) the maximum
          "annual additions" for the "limitation year" minus any "annual
          additions" previously credited under subparagraphs (1) or (2) above,
          multiplied by (B) a fraction (i) the numerator of which is the "annual
          additions" which would be credited to such Participant's accounts
          under this Plan without regard to the limitations of Code Section 415
          and (ii) the denominator of which is such "annual additions" for all
          plans described in this subparagraph.

          (j) If an Employee is (or has been) a Participant in one or more
     defined benefit plans and one or more defined contribution plans maintained
     by the Employer,

                                      -45-




     the sum of the defined benefit plan fraction and the defined contribution
     plan fraction for any "limitation year" may not exceed 1.0.

          (k) The defined benefit plan fraction for any "limitation year" is a
     fraction, the numerator of which is the sum of the Participant's projected
     annual benefits under all the defined benefit plans (whether or not
     terminated) maintained by the Employer, and the denominator of which is the
     lesser of 125 percent of the dollar limitation determined for the
     "limitation year" under Code Sections 415(b) and (d) or 140 percent of the
     highest average compensation, including any adjustments under Code Section
     415(b).

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

          (l) The defined contribution plan fraction for any "limitation year"
     is a fraction, the numerator of which is the sum of the annual additions to
     the Participant's Account under all the defined contribution plans (whether
     or not terminated) maintained by the Employer for the current and all prior
     "limitation years" (including the annual additions attributable to the
     Participant's nondeductible Employee contributions to all defined benefit
     plans, whether or not terminated, maintained by the Employer, and the
     annual additions attributable to all welfare benefit funds, as defined in
     Code Section 419(e), and individual medical accounts, as defined in Code
     Section 415(1)(2), maintained by the Employer), and the denominator of
     which is the sum of the maximum aggregate amounts for the current and all
     prior "limitation years" of service with the Employer (regardless of
     whether a defined contribution plan was maintained by the Employer). The
     maximum aggregate amount in any "limitation year" is the lesser of 125
     percent of the dollar limitation determined under Code Sections 415(b) and
     (d) in effect under Code Section 415(c)(1)(A) or 35 percent of the
     Participant's Compensation for such year.

     If the Employee was a Participant as of the end of the first day of the
first "limitation year" beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to the product of (1)
the excess of the sum of the fractions over 1.0 times (2) the denominator of
this fraction, will be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the fractions as they would be
computed as of the end of the last "limitation

                                      -46-




year" beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the Plan made after May 5, 1986, but using the Code
Section 415 limitation applicable to the first "limitation year" beginning on or
after January 1, 1987. The annual addition for any "limitation year" beginning
before January 1, 1987 shall not be recomputed to treat all Employee
contributions as annual additions.

          (m) Notwithstanding the foregoing, for any "limitation year" in which
     the Plan is a Top Heavy Plan, 100 percent shall be substituted for 125
     percent in Sections 4.9(k) and 4.9(1) unless the extra minimum allocation
     is being provided pursuant to Section 4.4. However, for any "limitation
     year" in which the Plan is a Super Top Heavy Plan, 100 percent shall be
     substituted for 125 percent in any event.

          (n) Notwithstanding anything contained in this Section to the
     contrary, the limitations, adjustments and other requirements prescribed in
     this Section shall at all times comply with the provisions of Code Section
     415 and the Regulations thereunder, the terms of which are specifically
     incorporated herein by reference.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

          (a) If, as a result of the allocation of Forfeitures, a reasonable
     error in estimating a Participant's Compensation, a reasonable error in
     determining the amount of elective deferrals (within the meaning of Code
     Section 402(g)(3)) that may be made with respect to any Participant under
     the limits of Section 4.9 or other facts and circumstances to which
     Regulation 1.415-6(b)(6) shall be applicable, the "annual additions" under
     this Plan would cause the maximum "annual additions" to be exceeded for any
     Participant, the Administrator shall (1) distribute any elective deferrals
     (within the meaning of Code Section 402(g)(3)) or return any voluntary
     Employee contributions credited for the "limitation year" to the extent
     that the return would reduce the "excess amount" in the Participant's
     accounts (2) hold any "excess amount" remaining after the return of any
     elective deferrals or voluntary Employee contributions in a "Section 415
     suspense account" (3) use the "Section 415 suspense account" in the next
     "limitation year" (and succeeding "limitation years" if necessary) to
     reduce Employer contributions for that Participant if that Participant is
     covered by the Plan as of the end of the "limitation year," or if the
     Participant is not so covered, allocate and reallocate the "Section 415
     suspense account" in the next "limitation year" (and succeeding "limitation
     years" if necessary) to all Participants in the Plan before any Employer or
     Employee contributions which would constitute "annual additions" are made
     to the Plan for such "limitation year" (4) reduce Employer contributions to
     the Plan for such "limitation year" by the amount of the "Section 415
     suspense account" allocated and reallocated during such "limitation year."

          (b) For purposes of this Article, "excess amount" for any Participant
     for a "limitation year" shall mean the excess, if any, of (1) the "annual
     additions" which would be credited to his account under the terms of the
     Plan without regard to the limitations

                                      -47-



     of Code Section 415 over (2) the maximum "annual additions" determined
     pursuant to Section 4.9.

          (c) For purposes of this Section, "Section 415 suspense account" shall
     mean an unallocated account equal to the sum of "excess amounts" for all
     Participants in the Plan during the "limitation year."

          The "Section 415 suspense account" shall not share in any earnings or
     losses of the Trust Fund.

4.11  TRANSFERS FROM QUALIFIED PLANS

          (a) With the consent of the Administrator, amounts may be transferred
     from other qualified plans by Employees, provided that the trust from which
     such funds are transferred permits the transfer to be made and the transfer
     will not jeopardize the tax exempt status of the Plan or Trust or create
     adverse tax consequences for the Employer. The amounts transferred shall be
     set up in a separate account herein referred to as a "Participant's
     Rollover Account." Such account shall be fully Vested at all times and
     shall not be subject to Forfeiture for any reason.

          (b) Amounts in a Participant's Rollover Account shall be held by the
     Trustee pursuant to the provisions of this Plan and may not be withdrawn
     by, or distributed to the Participant, in whole or in part, except as
     provided in paragraphs (c) and (d) of this Section.

          (c) Except as permitted by Regulations (including Regulation
     1.411(d)-4), amounts attributable to elective contributions (as defined in
     Regulation 1.401(k)l(g)(3)), including amounts treated as elective
     contributions, which are transferred from another qualified plan in a
     plan-to-plan transfer shall be subject to the distribution limitations
     provided for in Regulation 1.401(k)-l(d).

          (d) At Normal Retirement Date, or such other date when the Participant
     or his Beneficiary shall be entitled to receive benefits, the fair market
     value of the Participant's Rollover Account shall be used to provide
     additional benefits to the Participant or his Beneficiary. Any
     distributions of amounts held in a Participant's Rollover Account shall be
     made in a manner which is consistent with and satisfies the provisions of
     Section 6.5, including, but not limited to, all notice and consent
     requirements of Code Sections 417 and 411(a)(11) and the Regulations
     thereunder. Furthermore, such amounts shall be considered as part of a
     Participant's benefit in determining whether an involuntary cash-out of
     benefits without Participant consent may be made.

          (e) The Administrator may direct that employee transfers made after a
     valuation date be segregated into a separate account for each Participant
     in a federally insured savings account, certificate of deposit in a bank or
     savings and loan association,

                                      -48-




     money market certificate, or other short term debt security acceptable to
     the Trustee until such time as the allocations pursuant to this Plan have
     been made, at which time they may remain segregated or be invested as part
     of the general Trust Fund, to be determined by the Administrator.

          (f) All amounts allocated to a Participant's Rollover Account may be
     treated as a Directed Investment Account pursuant to Section 4.12.

          (g) For purposes of this Section, the term "qualified plan" shall mean
     any tax qualified plan under Code Section 401(a). The term "amounts
     transferred from other qualified plans" shall mean: (i) amounts transferred
     to this Plan directly from another qualified plan; (ii) distributions from
     another qualified plan which are eligible rollover distributions and which
     are either transferred by the Employee to this Plan within sixty (60) days
     following his receipt thereof or are transferred pursuant to a direct
     rollover; (iii) amounts transferred to this Plan from a conduit individual
     retirement account provided that the conduit individual retirement account
     has no assets other than assets which (A) were previously distributed to
     the Employee by another qualified plan as a lump-sum distribution (B) were
     eligible for tax-free rollover to a qualified plan and (C) were deposited
     in such conduit individual retirement account within sixty (60) days of
     receipt thereof and other than earnings on said assets; and (iv) amounts
     distributed to the Employee from a conduit individual retirement account
     meeting the requirements of clause (iii) above, and transferred by the
     Employee to this Plan within sixty (60) days of his receipt thereof from
     such conduit individual retirement account.

          (h) Prior to accepting any transfers to which this Section applies,
     the Administrator may require the Employee to establish that the amounts to
     be transferred to this Plan meet the requirements of this Section and may
     also require the Employee to provide an opinion of counsel satisfactory to
     the Employer that the amounts to be transferred meet the requirements of
     this Section.

          (i) Notwithstanding anything herein to the contrary, a transfer
     directly to this Plan from another qualified plan (or a transaction having
     the effect of such a transfer) shall only be permitted if it will not
     result in the elimination or reduction of any "Section 411(d)(6) protected
     benefit" as described in Section 8.1.

4.12  DIRECTED INVESTMENT ACCOUNT

          (a) The Administrator, in his sole discretion, may determine that all
     Participants be permitted to direct the Trustee as to the investment of all
     or a portion of the interest in any one or more of their individual account
     balances. If such authorization is given, Participants may, subject to a
     procedure established by the Administrator and applied in a uniform
     nondiscriminatory manner, direct the Trustee in writing to invest any
     portion of their account in specific assets, specific funds or other
     investments permitted under the Plan and the directed investment procedure.
     That portion of the

                                      -49-





     account of any Participant so directing will thereupon be considered a
     Directed Investment Account, which shall not share in Trust Fund earnings.

          (b) A separate Directed Investment Account shall be established for
     each Participant who has directed an investment. Transfers between the
     Participant's regular account and his Directed Investment Account shall be
     charged and credited as the case may be to each account. The Directed
     Investment Account shall not share in Trust Fund earnings, but it shall be
     charged or credited as appropriate with the net earnings, gains, losses and
     expenses as well as any appreciation or depreciation in market value during
     each Plan Year attributable to such account.

                                    ARTICLE V
                                   VALUATIONS

5.1 VALUATION OF THE TRUST FUND

     The Administrator shall direct the Trustee, as of each Anniversary Date,
and at such other date or dates deemed necessary by the Administrator, herein
called "valuation date," to determine the net worth of the assets comprising the
Trust Fund as it exists on the "valuation date." In determining such net worth,
the Trustee shall value the assets comprising the Trust Fund at their fair
market value as of the "valuation date" and shall deduct all expenses for which
the Trustee has not yet obtained reimbursement from the Employer or the Trust
Fund.

5.2 METHOD OF VALUATION

     In determining the fair market value of securities held in the Trust Fund
which are listed on a registered stock exchange, the Administrator shall direct
the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the "valuation date." If such
securities were not traded on the "valuation date," or if the exchange on which
they are traded was not open for business on the "valuation date," then the
securities shall be valued at the prices at which they were last traded prior to
the "valuation date." Any unlisted security held in the Trust Fund shall be
valued at its bid price next preceding the close of business on the "valuation
date," which bid price shall be obtained from a registered broker or an
investment banker. In determining the fair market value of assets other than
securities for which trading or bid prices can be obtained, the Trustee may
appraise such assets itself, or in its discretion, employ one or more appraisers
for that purpose and rely on the values established by such appraiser or
appraisers.


                                      -50-



                                   ARTICLE VI
                 DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT

     Every Participant may terminate his employment with the Employer and retire
for the purposes hereof on his Normal Retirement Date or Early Retirement Date.
However, a Participant may postpone the termination of his employment with the
Employer to a later date, in which event the participation of such Participant
in the Plan, including the right to receive allocations pursuant to Section 4.4,
shall continue until his Late Retirement Date. Upon a Participant's Retirement
Date or attainment of his Normal Retirement Date without termination of
employment with the Employer, or as soon thereafter as is practicable, the
Trustee shall distribute all amounts credited to such Participant's Combined
Account in accordance with Section 6.5.

6.2   DETERMINATION OF BENEFITS UPON DEATH

          (a) Upon the death of a Participant before his Retirement Date or
     other termination of his employment, all amounts credited to such
     Participant's Combined Account shall become fully Vested. The Administrator
     shall direct the Trustee, in accordance with the provisions of Sections 6.6
     and 6.7, to distribute the value of the deceased Participant's accounts to
     the Participant's Beneficiary.

          (b) Upon the death of a Former Participant, the Administrator shall
     direct the Trustee, in accordance with the provisions of Sections 6.6 and
     6.7, to distribute any remaining Vested amounts credited to the accounts of
     a deceased Former Participant to such Former Participant's Beneficiary.

          (c) Any security interest held by the Plan by reason of an outstanding
     loan to the Participant or Former Participant shall be taken into account
     in determining the amount of the Pre-Retirement Survivor Annuity.

          (d) The Administrator may require such proper proof of death and such
     evidence of the right of any person to receive payment of the value of the
     account of a deceased Participant or Former Participant as the
     Administrator may deem desirable. The Administrator's determination of
     death and of the right of any person to receive payment shall be
     conclusive.

          (e) Unless otherwise elected in the manner prescribed in Section 6.6,
     the Beneficiary of the death benefit shall be the Participant's spouse, who
     shall receive such benefit in the form of a Pre-Retirement Survivor Annuity
     pursuant to Section 6.6. Except, however, the Participant may designate a
     Beneficiary other than his spouse if:



                                      -51-



               (1) the Participant and his spouse have validly waived the
          Pre-Retirement Survivor Annuity in the manner prescribed in Section
          6.6, and the spouse has waived his or her right to be the
          Participant's Beneficiary, or

               (2) the Participant is legally separated or has been abandoned
          (within the meaning of local law) and the Participant has a court
          order to such effect (and there is no "qualified domestic relations
          order" as defined in Code Section 414(p) which provides otherwise), or

               (3) the Participant has no spouse, or

               (4) the spouse cannot be located.

     In such event, the designation of a Beneficiary shall be made on a form
satisfactory to the Administrator. A Participant may at any time revoke his
designation of a Beneficiary or change his Beneficiary by filing written notice
of such revocation or change with the Administrator. However, the Participant's
spouse must again consent in writing to any change in Beneficiary unless the
original consent acknowledged that the spouse had the right to limit consent
only to a specific Beneficiary and that the spouse voluntarily elected to
relinquish such right. In the event no valid designation of Beneficiary exists
at the time of the Participant's death, the death benefit shall be payable to
his estate.

6.3 DISABILITY RETIREMENT BENEFITS

     No disability benefits, other than those payable upon termination of
employment, are provided in this Plan.

6.4 DETERMINATION OF BENEFITS UPON TERMINATION

          (a) On or before the Anniversary Date coinciding with or subsequent to
     the termination of a Participant's employment for any reason other than
     death or retirement, the Administrator may direct the Trustee to segregate
     the amount of the Vested portion of such Terminated Participant's Combined
     Account and invest the aggregate amount thereof in a separate, federally
     insured savings account, certificate of deposit, common or collective trust
     fund of a bank or a deferred annuity. In the event the Vested portion of a
     Participant's Combined Account is not segregated, the amount shall remain
     in a separate account for the Terminated Participant and share in
     allocations pursuant to Section 4.4 until such time as a distribution is
     made to the Terminated Participant.

               In the event that the amount of the Vested portion of the
          Terminated Participant's Combined Account equals or exceeds the fair
          market

                                      -52-




          value of any insurance Contracts, the Trustee, when so directed by the
          Administrator and agreed to by the Terminated Participant, shall
          assign, transfer, and set over to such Terminated Participant all
          Contracts on his life in such form or with such endorsements so that
          the settlement options and forms of payment are consistent with the
          provisions of Section 6.5. In the event that the Terminated
          Participant's Vested portion does not at least equal the fair market
          value of the Contracts, if any, the Terminated Participant may pay
          over to the Trustee the sum needed to make the distribution equal to
          the value of the Contracts being assigned or transferred, or the
          Trustee, pursuant to the Participant's election, may borrow the cash
          value of the Contracts from the insurer so that the value of the
          Contracts is equal to the Vested portion of the Terminated
          Participant's Account and then assign the Contracts to the Terminated
          Participant.

               Distribution of the funds due to a Terminated Participant shall
          be made on the occurrence of an event which would result in the
          distribution had the Terminated Participant remained in the employ of
          the Employer (upon the Participant's death, Early or Normal
          Retirement). However, at the election of the Participant, the
          Administrator shall direct the Trustee to cause the entire Vested
          portion of the Terminated Participant's Combined Account to be payable
          to such Terminated Participant. Any distribution under this paragraph
          shall be made in a manner which is consistent with and satisfies the
          provisions of Section 6.5, including, but not limited to, all notice
          and consent requirements of Code Sections 417 and 411(a)(11) and the
          Regulations thereunder.

               If the value of a Terminated Participant's Vested benefit derived
          from Employer and Employee contributions does not exceed $3,500 and
          has never exceeded $3,500 at the time of any prior distribution, the
          Administrator shall direct the Trustee to cause the entire Vested
          benefit to be paid to such Participant in a single lump sum.

               For purposes of this Section 6.4, if the value of a Terminated
          Participant's Vested benefit is zero, the Terminated Participant shall
          be deemed to have received a distribution of such Vested benefit.

          (b) The Vested portion of any Participant's Account shall be a
     percentage of the total amount credited to his Participant's Account
     determined on the basis of the Participant's number of Years of Service
     according to the following schedule:

                                      -53-






                                Vesting Schedule

                  Years of Service                    Percentage
                  ----------------                    ----------
                   Less than 1                             0%
                        1                                100%

     (c) Notwithstanding the vesting schedule above, upon the complete
discontinuance of the Employer's contributions to the Plan or upon any full or
partial termination of the Plan, all amounts credited to the account of any
affected Participant shall become 100% Vested and shall not thereafter be
subject to Forfeiture.

     (d) The computation of a Participant's nonforfeitable percentage of his
interest in the Plan shall not be reduced as the result of any direct or
indirect amendment to this Plan. For this purpose, the Plan shall be treated as
having been amended if the Plan provides for an automatic change in vesting due
to a change in top heavy status. In the event that the Plan is amended to change
or modify any vesting schedule, a Participant with at least three (3) Years of
Service as of the expiration date of the election period may elect to have his
nonforfeitable percentage computed under the Plan without regard to such
amendment. If a Participant fails to make such election, then such Participant
shall be subject to the new vesting schedule. The Participant's election period
shall commence on the adoption date of the amendment and shall end 60 days after
the latest of:

          (1) the adoption date of the amendment,

          (2) the effective date of the amendment, or

          (3) the date the Participant receives written notice of the amendment
     from the Employer or Administrator.

     (e)(1) If any Former Participant shall be reemployed by the Employer before
a 1-Year Break in Service occurs, he shall continue to participate in the Plan
in the same manner as if such termination had not occurred.

          (2) If any Former Participant shall be reemployed by the Employer
     before five (5) consecutive 1-Year Breaks in Service, and such Former
     Participant had received, or was deemed to have received, a distribution of
     his entire Vested interest prior to his reemployment, his forfeited account
     shall be reinstated only if he repays the full amount distributed to him
     before the earlier of five (5) years after the first date on which the
     Participant is subsequently reemployed by the Employer or the close of the
     first period of five (5) consecutive 1-Year Breaks in Service


                                      -54-




     commencing after the distribution, or in the event of a deemed
     distribution, upon the reemployment of such Former Participant. In the
     event the Former Participant does repay the full amount distributed to him,
     or in the event of a deemed distribution, the undistributed portion of the
     Participant's Account must be restored in full, unadjusted by any gains or
     losses occurring subsequent to the Anniversary Date or other valuation date
     coinciding with or preceding his termination. The source for such
     reinstatement shall first be any Forfeitures occurring during the year. If
     such source is insufficient, then the Employer shall contribute an amount
     which is sufficient to restore any such forfeited Accounts provided,
     however, that if a discretionary contribution is made for such year
     pursuant to Section 4.1(d), such contribution shall first be applied to
     restore any such Accounts and the remainder shall be allocated in
     accordance with Section 4.4.

               (3) If any Former Participant is reemployed after a 1-Year Break
          in Service has occurred, Years of Service shall include Years of
          Service prior to his 1-Year Break in Service subject to the following
          rules:

                    (i) If a Former Participant has a 1-Year Break in Service,
               his pre-break and postbreak service shall be used for computing
               Years of Service for eligibility and for vesting purposes only
               after he has been employed for one (1) Year of Service following
               the date of his reemployment with the Employer;

                    (ii) Any Former Participant who under the Plan does not have
               a nonforfeitable right to any interest in the Plan resulting from
               Employer contributions shall lose credits otherwise allowable
               under (i) above if his consecutive 1-Year Breaks in Service equal
               or exceed the greater of (A) five (5) or (B) the aggregate number
               of his pre-break Years of Service;

                    (iii) After five (5) consecutive 1-Year Breaks in Service, a
               Former Participant's Vested Account balance attributable to
               prebreak service shall not be increased as a result of post-break
               service;

                    (iv) If a Former Participant who has not had his Years of
               Service before a 1-Year Break in Service disregarded pursuant to
               (ii) above completes one (1) Year of Service for eligibility
               purposes following his reemployment with the Employer, he shall
               participate in the Plan retroactively from his date of
               reemployment;


                                      -55-


                    (v) If a Former Participant who has not had his Years of
               Service before a 1-Year Break in Service disregarded pursuant to
               (ii) above completes a Year of Service (a 1-Year Break in Service
               previously occurred, but employment had not terminated), he shall
               participate in the Plan retroactively from the first day of the
               Plan Year during which he completes one (1) Year of Service.

6.5   DISTRIBUTION OF BENEFITS

     (a)(1) Unless otherwise elected as provided below, a Participant who is
married on the "annuity starting date" and who does not die before the "annuity
starting date" shall receive the value of all of his benefits in the form of a
joint and survivor annuity. The joint and survivor annuity is an annuity that
commences immediately and shall be equal in value to a single life annuity. Such
joint and survivor benefits following the Participant's death shall continue to
the spouse during the spouse's lifetime at a rate equal to 50% of the rate at
which such benefits were payable to the Participant. This joint and 50% survivor
annuity shall be considered the designated qualified joint and survivor annuity
and automatic form of payment for the purposes of this Plan. However, the
Participant may elect to receive a smaller annuity benefit with continuation of
payments to the spouse at a rate of seventy-five percent (75%) or one hundred
percent (100%) of the rate payable to a Participant during his lifetime, which
alternative joint and survivor annuity shall be equal in value to the automatic
joint and 50% survivor annuity. An unmarried Participant shall receive the value
of his benefit in the form of a life annuity. Such unmarried Participant,
however, may elect in writing to waive the life annuity. The election must
comply with the provisions of this Section as if it were an election to waive
the joint and survivor annuity by a married Participant, but without the spousal
consent requirement. The Participant may elect to have any annuity provided for
in this Section distributed upon the attainment of the "earliest retirement age"
under the Plan. The "earliest retirement age" is the earliest date on which,
under the Plan, the Participant could elect to receive retirement benefits.

          (2) Any election to waive the joint and survivor annuity must be made
     by the Participant in writing during the election period and be consented
     to by the Participant's spouse. If the spouse is legally incompetent to
     give consent, the spouse's legal guardian, even if such guardian is the
     Participant, may give consent. Such election shall designate a Beneficiary
     (or a form of benefits) that may not be changed without spousal consent
     (unless the consent of the spouse expressly permits designations by the
     Participant without the requirement of further consent by the spouse). Such
     spouse's consent shall be irrevocable and must acknowledge the effect of
     such election and be witnessed by a Plan representative or a notary public.
     Such consent shall not be required if it is established to the


                                      -56-


     satisfaction of the Administrator that the required consent cannot be
     obtained because there is no spouse, the spouse cannot be located, or other
     circumstances that may be prescribed by Regulations. The election made by
     the Participant and consented to by his spouse may be revoked by the
     Participant in writing without the consent of the spouse at any time during
     the election period. The number of revocations shall not be limited. Any
     new election must comply with the requirements of this paragraph. A former
     spouse's waiver shall not be binding on a new spouse.

          (3) The election period to waive the joint and survivor annuity shall
     be the 90 day period ending on the "annuity starting date."

          (4) For purposes of this Section, the "annuity starting date" means
     the first day of the first period for which an amount is paid as an
     annuity, or, in the case of a benefit not payable in the form of an
     annuity, the first day on which all events have occurred which entitle the
     Participant to such benefit.

          (5) With regard to the election, the Administrator shall provide to
     the Participant no less than 30 days and no more than 90 days before the
     "annuity starting date" a written explanation of:

               (i) the terms and conditions of the joint and survivor annuity,
          and

               (ii) the Participant's right to make, and the effect of, an
          election to waive the joint and survivor annuity, and

               (iii) the right of the Participant's spouse to consent to any
          election to waive the joint and survivor annuity, and

               (iv) the right of the Participant to revoke such election, and
          the effect of such revocation.

     (b) In the event a married Participant duly elects pursuant to paragraph
(a)(2) above not to receive his benefit in the form of a joint and survivor
annuity, or if such Participant is not married, in the form of a life annuity,
the Administrator, pursuant to the election of the Participant, shall direct the
Trustee to distribute to a Participant or his Beneficiary any amount to which he
is entitled under the Plan in one lump-sum payment in cash or in property.

     (c) The present value of a Participant's joint and survivor annuity derived
from Employer and Employee contributions may not be paid without his written
consent if the value exceeds, or has ever exceeded, $3,500 at the time of 


                                      -57-


any prior distribution. Further, the spouse of a Participant must consent in
writing to any immediate distribution. If the value of the Participant's benefit
derived from Employer and Employee contributions does not exceed $3,500 and has
never exceeded $3,500 at the time of any prior distribution, the Administrator
may immediately distribute such benefit without such Participant's consent. No
distribution may be made under the preceding sentence after the "annuity
starting date" unless the Participant and his spouse consent in writing to such
distribution. Any written consent required under this paragraph must be obtained
not more than 90 days before commencement of the distribution and shall be made
in a manner consistent with Section 6.5(a)2.

     (d) Any distribution to a Participant who has a benefit which exceeds, or
has ever exceeded, $3,500 at the time of any prior distribution shall require
such Participant's consent if such distribution commences prior to the later of
his Normal Retirement Age or age 62. With regard to this required consent:

          (1) No consent shall be valid unless the Participant has received a
     general description of the material features and an explanation of the
     relative values of the optional forms of benefit available under the Plan
     that would satisfy the notice requirements of Code Section 417.

          (2) The Participant must be informed of his right to defer receipt of
     the distribution. If a Participant fails to consent, it shall be deemed an
     election to defer the commencement of payment of any benefit. However, any
     election to defer the receipt of benefits shall not apply with respect to
     distributions which are required under Section 6.5(e).

          (3) Notice of the rights specified under this paragraph shall be
     provided no less than 30 days and no more than 90 days before the "annuity
     starting date". 

          (4) Written consent of the Participant to the distribution must not be
     made before the Participant receives the notice and must not be made more
     than 90 days before the "annuity starting date".

          (5) No consent shall be valid if a significant detriment is imposed
     under the Plan on any Participant who does not consent to the distribution.

     (e) Notwithstanding any provision in the Plan to the contrary, the
distribution of a Participant's benefits, whether under the Plan or through the
purchase of an annuity contract, shall be made in accordance with the following
requirements and shall otherwise comply with Code Section 401(a)(9) and the
Regulations thereunder (including Regulation 1.401(a)(9)-2), the provisions of
which are incorporated herein by reference:


                                      -58-


          (1) A Participant's benefits shall be distributed to him not later
     than April 1st of the calendar year following the later of (i) the calendar
     year in which the Participant attains age 70 1/2 or (ii) the calendar year
     in which the Participant retires, provided, however, that this clause (ii)
     shall not apply in the case of a Participant who is a "five (5) percent
     owner" at any time during the five (5) Plan Year period ending in the
     calendar year in which he attains age 70 1/2 or, in the case of a
     Participant who becomes a "five (5) percent owner" during any subsequent
     Plan Year, clause (ii) shall no longer apply and the required beginning
     date shall be the April 1st of the calendar year following the calendar
     year in which such subsequent Plan Year ends. Alternatively, if the
     distribution is to be in the form of a joint and survivor annuity or single
     life annuity as provided in paragraph (a)(1) above, then distributions must
     begin no later than the applicable April 1st as determined under the
     preceding sentence and must be made over the life of the Participant (or
     the lives of the Participant and the Participant's designated Beneficiary)
     in accordance with Regulations. Notwithstanding the foregoing, clause (ii)
     above shall not apply to any Participant unless the Participant had
     attained age 70 1/2 before January 1, 1988 and was not a "five (5) percent
     owner" at any time during the Plan Year ending with or within the calendar
     year in which the Participant attained age 66 1/2 or any subsequent Plan
     Year.

          (2) Distributions to a Participant and his Beneficiaries shall only be
     made in accordance with the incidental death benefit requirements of Code
     Section 401(a)(9)(G) and the Regulations thereunder.

     (f) All annuity Contracts under this Plan shall be non-transferable when
distributed. Furthermore, the terms of any annuity Contract purchased and
distributed to a Participant or spouse shall comply with all of the requirements
of the Plan.

     (g) If a distribution is made at a time when a Participant is not fully
Vested in his Participant's Account (employment has not terminated) and the
Participant may increase the Vested percentage in such account:

          (1) a separate account shall be established for the Participant's
     interest in the Plan as of the time of the distribution; and

          (2) at any relevant time, the Participant's Vested portion of the
     separate account shall be equal to an amount ("X") determined by the
     formula:

     X equals P(AB plus (R x D)) - (R x D)


                                      -59-


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

6.6   DISTRIBUTION OF BENEFITS UPON DEATH

     (a) Unless otherwise elected as provided below, a Vested Participant who
dies before the annuity starting date and who has a surviving spouse shall have
his death benefit paid to his surviving spouse in the form of a Pre-Retirement
Survivor Annuity. The Participant's spouse may direct that payment of the
Pre-Retirement Survivor Annuity commence within a reasonable period after the
Participant's death. If the spouse does not so direct, payment of such benefit
will commence at the time the Participant would have attained the later of his
Normal Retirement Age or age 62. However, the spouse may elect a later
commencement date. Any distribution to the Participant's spouse shall be subject
to the rules specified in Section 6.6(g)

     (b) Any election to waive the Pre-Retirement Survivor Annuity before the
Participant's death must be made by the Participant in writing during the
election period and shall require the spouse's irrevocable consent in the same
manner provided for in Section 6.5(a)(2). Further, the spouse's consent must
acknowledge the specific nonspouse Beneficiary. Notwithstanding the foregoing,
the nonspouse Beneficiary need not be acknowledged, provided the consent of the
spouse acknowledges that the spouse has the right to limit consent only to a
specific Beneficiary and that the spouse voluntarily elects to relinquish such
right.

     (c) The election period to waive the Pre-Retirement Survivor Annuity shall
begin on the first day of the Plan Year in which the Participant attains age 35
and end on the date of the Participant's death. An earlier waiver (with spousal
consent) may be made provided a written explanation of the Pre-Retirement
Survivor Annuity is given to the Participant and such waiver becomes invalid at
the beginning of the Plan Year in which the Participant turns age 35. In the
event a Vested Participant separates from service prior to the beginning of the
election period, the election period shall begin on the date of such separation
from service.

     (d) With regard to the election, the Administrator shall provide each
Participant within the applicable period, with respect to such Participant (and
consistent with Regulations), a written explanation of the Pre-Retirement
Survivor Annuity containing comparable information to that required pursuant to
Section 6.5(a)(5). For the purposes of this paragraph, the term "applicable
period" means, with respect to a Participant, whichever of the following periods
ends last:


                                      -60-


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

          (2) A reasonable period after the individual becomes a Participant;

          (3) A reasonable period ending after the Plan no longer fully
     subsidizes the cost of the Pre-Retirement Survivor Annuity with respect to
     the Participant;

          (4) A reasonable period ending after Code Section 401(a)(11) applies
     to the Participant; or

          (5) A reasonable period after separation from service in the case of a
     Participant who separates before attaining age 35. For this purpose, the
     Administrator must provide the explanation beginning one year before the
     separation from service and ending one year after such separation. If such
     a Participant thereafter returns to employment with the Employer, the
     applicable period for such Participant shall be redetermined.

     For purposes of applying this Section 6.6(d), a reasonable period ending
after the enumerated events described in paragraphs (2), (3) and (4) is the end
of the two year period beginning one year prior to the date the applicable event
occurs, and ending one year after that date.

     (e) If the present value of the Pre-Retirement Survivor Annuity derived
from Employer and Employee contributions does not exceed $3,500 and has never
exceeded $3,500 at the time of any prior distribution, the Administrator shall
direct the immediate distribution of such amount to the Participant's spouse. No
distribution may be made under the preceding sentence after the annuity starting
date unless the spouse consents in writing. If the value exceeds, or has ever
exceeded, $3,500 at the time of any prior distribution, an immediate
distribution of the entire amount may be made to the surviving spouse, provided
such surviving spouse consents in writing to such distribution. Any written
consent required under this paragraph must be obtained not more than 90 days
before commencement of the distribution and shall be made in a manner consistent
with Section 6.5(a)(2).

     (f) In the event the death benefit is not paid in the form of a
Pre-Retirement Survivor Annuity, it shall be paid to the Participant's
Beneficiary in one lump sum in cash or in property.

     (g) Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant shall be made in accordance with
the 


                                      -61-


following requirements and shall otherwise comply with Code Section 401(a)(9)
and the Regulations thereunder. If the death benefit is paid in the form of a
Pre-Retirement Survivor Annuity, then distributions to the Participant's
surviving spouse must commence on or before the later of: (1) December 31st of
the calendar year immediately following the calendar year in which the
Participant died; or (2) December 31st of the calendar year in which the
Participant would have attained age 70 1/2. If it is determined pursuant to
Regulations that the distribution of a Participant's interest has begun and the
Participant dies before his entire interest has been distributed to him, the
remaining portion of such interest shall be distributed at least as rapidly as
under the method of distribution selected pursuant to Section 6.5 as of his date
of death. If a Participant dies before he has begun to receive any distributions
of his interest under the Plan or before distributions are deemed to have begun
pursuant to Regulations (and distributions are not to be made in the form of a
Pre-Retirement Survivor Annuity), then his death benefit shall be distributed to
his Beneficiaries by December 31st of the calendar year in which the fifth
anniversary of his date of death occurs.

     However, the 5-year distribution requirement of the preceding paragraph
shall not apply to any portion of the deceased Participant's interest which is
payable to or for the benefit of a designated Beneficiary. In such event, such
portion may, at the election of the Participant (or the Participant's designated
Beneficiary), be distributed over the life of such designated Beneficiary (or
over a period not extending beyond the life expectancy of such designated
Beneficiary) provided such distribution begins not later than December 31st of
the calendar year immediately following the calendar year in which the
Participant died. However, in the event the Participant's spouse (determined as
of the date of the Participant's death) is his Beneficiary, the requirement that
distributions commence within one year of a Participant's death shall not apply.
In lieu thereof, distributions must commence on or before the later of: (1)
December 31st of the calendar year immediately following the calendar year in
which the Participant died; or (2) December 31st of the calendar year in which
the Participant would have attained age 70 1/2. If the surviving spouse dies
before distributions to such spouse begin, then the 5-year distribution
requirement of this Section shall apply as if the spouse was the Participant.

6.7   TIME OF SEGREGATION OR DISTRIBUTION

     Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to make
a distribution or to commence a series of payments on or as of an Anniversary
Date, the distribution may be made or begun on such date or as soon thereafter
as is practicable. However, unless a Former Participant elects in writing to
defer the receipt of benefits (such election may not result in a death benefit
that is more than incidental), the payment of benefits shall begin not later
than the 60th day after the close of the Plan Year in which the latest of the
following events occurs: (a) 


                                      -62-


the date on which the Participant attains the earlier of age 65 or the Normal
Retirement Age specified herein; (b) the 10th anniversary of the year in which
the Participant commenced participation in the Plan; or (c) the date the
Participant terminates his service with the Employer.

6.8   DISTRIBUTION FOR MINOR BENEFICIARY

     In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

     In the event that all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored.

6.10  PRE-RETIREMENT DISTRIBUTION

     At such time as a Participant shall have attained the age of 59-1/2 years,
the Administrator, at the election of the Participant, shall direct the Trustee
to distribute all or a portion of the amount then credited to the accounts
maintained on behalf of the Participant. However, no distribution from the
Participant's Account shall occur prior to 100% vesting. In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent
with Section 6.5, including, but not limited to, all notice and consent
requirements of Code Sections 417 and 411(a)(11) and the Regulations thereunder.

     Notwithstanding the above, pre-retirement distributions from a
Participant's Elective Account shall not be permitted prior to the Participant
attaining age 59-1/2 except as otherwise permitted under the terms of the Plan.


                                      -63-


6.11  ADVANCE DISTRIBUTION FOR HARDSHIP

     (a) The Administrator, at the election of the Participant, shall direct the
Trustee to distribute to any Participant in any one Plan Year up to the lesser
of 100% of his Participant's Elective Account valued as of the last Anniversary
Date or other valuation date or the amount necessary to satisfy the immediate
and heavy financial need of the Participant. Any distribution made pursuant to
this Section shall be deemed to be made as of the first day of the Plan Year or,
if later, the valuation date immediately preceding the date of distribution, and
the Participant's Elective Account shall be reduced accordingly. The
determination of whether an immediate and heavy financial need exists shall be
based on all relevant facts and circumstances including, but not limited to, any
amounts necessary to pay any federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution. A need shall not be
disqualified because it was reasonably foreseeable or voluntarily incurred.
Withdrawal under this Section shall be authorized if the distribution is on
account of:

          (1) Expenses for medical care described in Code Section 213(d)
     previously incurred by the Participant, his spouse, or any of his
     dependents (as defined in Code Section 152) or necessary for these persons
     to obtain medical care;

          (2) The costs directly related to the purchase of a principal
     residence for the Participant (excluding mortgage payments);

          (3) Funeral expenses for a member of the Participant's family;

          (4) Payment of tuition and related educational fees for the next
     twelve (12) months of postsecondary education for the Participant, his
     spouse, children, or dependents; or

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

     (b) No distribution shall be made pursuant to this Section unless the
Administrator determines, based upon all relevant facts and circumstances, that
the amount to be distributed is not in excess of the amount required to relieve
the financial need and that such need cannot be satisfied from other resources
reasonably available to the Participant. For this purpose, the Participant's
resources shall be deemed to include those assets of his spouse and minor
children that are reasonably available to the Participant. A distribution may be
treated as necessary to satisfy a financial need if the Administrator relies
upon the Participant's representation that the need cannot be relieved:


                                      -64-


          (1) Through reimbursement or compensation by insurance or otherwise;

          (2) By reasonable liquidation of the Participant's assets, to the
     extent such liquidation would not itself increase the amount of the need;

          (3) By cessation of elective deferrals under the Plan; or

          (4) By other distributions or loans from the Plan or any other
     qualified retirement plan, or by borrowing from commercial sources on
     reasonable commercial terms, to the extent such amounts would not
     themselves increase the amount of the need.

     (c) Notwithstanding the above, distributions from the Participant's
Elective Account pursuant to this Section shall be limited solely to the
Participant's total Deferred Compensation as of the date of distribution,
reduced by the amount of any previous distributions pursuant to this Section and
Section 6.10.

     (d) Any distribution made pursuant to this Section shall be made in a
manner which is consistent with and satisfies the provisions of Section 6.5,
including, but not limited to, all notice and consent requirements of Code
Sections 417 and 411(a)(11) and the Regulations thereunder.

6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

     All rights and benefits, including elections, provided to a Participant in
this Plan shall be subject to the rights afforded to any "alternate payee" under
a "qualified domestic relations order." Furthermore, a distribution to an
"alternate payee" shall be permitted if such distribution is authorized by a
"qualified domestic relations order," even if the affected Participant has not
separated from service and has not reached the "earliest retirement age" under
the Plan. For the purposes of this Section, "alternate payee," "qualified
domestic relations order" and "earliest retirement age" shall have the meaning
set forth under Code Section 414(p).

                                   ARTICLE VII

                                     TRUSTEE

7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE

     The Trustee shall have the following categories of responsibilities:

          (a) Consistent with the "funding policy and method" determined by the
     Employer, to invest, manage, and control the Plan assets subject, however,
     to the


                                      -65-


     direction of an Investment Manager if the Trustee should appoint such
     manager as to all or a portion of the assets of the Plan;

          (b) At the direction of the Administrator, to pay benefits required
     under the Plan to be paid to Participants, or, in the event of their death,
     to their Beneficiaries;

          (c) To maintain records of receipts and disbursements and furnish to
     the Employer and/or Administrator for each Plan Year a written annual
     report per Section 7.7; and

          (d) If there shall be more than one Trustee, they shall act by a
     majority of their number, but may authorize one or more of them to sign
     papers on their behalf.

7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

     (a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust
Fund invested without distinction between principal and income and in such
securities or property, real or personal, wherever situated, as the Trustee
shall deem advisable, including, but not limited to, stocks, common or
preferred, bonds and other evidences of indebtedness or ownership, and real
estate or any interest therein. The Trustee shall at all times in making
investments of the Trust Fund consider, among other factors, the short and
long-term financial needs of the Plan on the basis of information furnished by
the Employer. In making such investments, the Trustee shall not be restricted to
securities or other property of the character expressly authorized by the
applicable law for trust investments; however, the Trustee shall give due regard
to any limitations imposed by the Code or the Act so that at all times the Plan
may qualify as a qualified Profit Sharing Plan and Trust.

          (b) The Trustee may employ a bank or trust company pursuant to the
     terms of its usual and customary bank agency agreement, under which the
     duties of such bank or trust company shall be of a custodial, clerical and
     record-keeping nature.

          (c) At the election of each Participant, the Trustee, at the direction
     of the Administrator, shall apply for, own, and pay premiums on Contracts
     on the lives of the Participants. If a life insurance Policy is to be
     purchased for a Participant, the aggregate premium for ordinary life
     insurance for each Participant must be less than 50% of the aggregate of
     the contributions and Forfeitures to the credit of the Participant at any
     particular time. If term insurance is purchased with such contributions,
     the aggregate premium must be less than 25% of the aggregate contributions
     and Forfeitures allocated to a Participant's Combined


                                      -66-


     Account. If both term insurance and ordinary life insurance are purchased
     with such contributions, the amount expended for term insurance plus
     one-half (1/2) of the premium for ordinary life insurance may not in the
     aggregate exceed 25% of the aggregate contributions and Forfeitures
     allocated to a Participant's Combined Account. The Trustee must convert the
     entire value of the life insurance Contracts at or before retirement into
     cash or provide for a periodic income so that no portion of such value may
     be used to continue life insurance protection beyond retirement, or
     distribute the Contracts to the Participant. In the event of any conflict
     between the terms of this Plan and the terms of any insurance Contract
     purchased hereunder, the Plan provisions shall control.

7.3   OTHER POWERS OF THE TRUSTEE

     The Trustee, in addition to all powers and authorities under common law,
statutory authority, including the Act, and other provisions of the Plan, shall
have the following powers and authorities, to be exercised in the Trustee's sole
discretion:

          (a) To purchase, or subscribe for, any securities or other property
     and to retain the same. In conjunction with the purchase of securities,
     margin accounts may be opened and maintained;

          (b) To sell, exchange, convey, transfer, grant options to purchase, or
     otherwise dispose of any securities or other property held by the Trustee,
     by private contract or at public auction. No person dealing with the
     Trustee shall be bound to see to the application of the purchase money or
     to inquire into the validity, expediency, or propriety of any such sale or
     other disposition, with or without advertisement;

          (c) To vote upon any stocks, bonds, or other securities; to give
     general or special proxies or powers of attorney with or without power of
     substitution; to exercise any conversion privileges, subscription rights or
     other options, and to make any payments incidental thereto; to oppose, or
     to consent to, or otherwise participate in, corporate reorganizations or
     other changes affecting corporate securities, and to delegate discretionary
     powers, and to pay any assessments or charges in connection therewith; and
     generally to exercise any of the powers of an owner with respect to stocks,
     bonds, securities, or other property;

          (d) To cause any securities or other property to be registered in the
     Trustee's own name or in the name of one or more of the Trustee's nominees,
     and to hold any investments in bearer form, but the books and records of
     the Trustee shall at all times show that all such investments are part of
     the Trust Fund;


                                      -67-


          (e) To borrow or raise money for the purposes of the Plan in such
     amount, and upon such terms and conditions, as the Trustee shall deem
     advisable; and for any sum so borrowed, to issue a promissory note as
     Trustee, and to secure the repayment thereof by pledging all, or any part,
     of the Trust Fund; and no person lending money to the Trustee shall be
     bound to see to the application of the money lent or to inquire into the
     validity, expediency, or propriety of any borrowing;

          (f) To keep such portion of the Trust Fund in cash or cash balances as
     the Trustee may, from time to time, deem to be in the best interests of the
     Plan, without liability for interest thereon;

          (g) To accept and retain for such time as the Trustee may deem
     advisable any securities or other property received or acquired as Trustee
     hereunder, whether or not such securities or other property would normally
     be purchased as investments hereunder;

          (h) To make, execute, acknowledge, and deliver any and all documents
     of transfer and conveyance and any and all other instruments that may be
     necessary or appropriate to carry out the powers herein granted;

          (i) To settle, compromise, or submit to arbitration any claims, debts,
     or damages due or owing to or from the Plan, to commence or defend suits or
     legal or administrative proceedings, and to represent the Plan in all suits
     and legal and administrative proceedings;

          (j) To employ suitable agents and counsel and to pay their reasonable
     expenses and compensation, and such agent or counsel may or may not be
     agent or counsel for the Employer;

          (k) To apply for and procure from responsible insurance companies, to
     be selected by the Administrator, as an investment of the Trust Fund such
     annuity, or other Contracts (on the life of any Participant) as the
     Administrator shall deem proper; to exercise, at any time or from time to
     time, whatever rights and privileges may be granted under such annuity, or
     other Contracts; to collect, receive, and settle for the proceeds of all
     such annuity or other Contracts as and when entitled to do so under the
     provisions thereof;

          (l) To invest funds of the Trust in time deposits or savings accounts
     bearing a reasonable rate of interest in the Trustee's bank;

          (m) To invest in Treasury Bills and other forms of United States
     government obligations;


                                      -68-


          (n) To invest in shares of investment companies registered under the
     Investment Company Act of 1940;

          (o) To sell, purchase and acquire put or call options if the options
     are traded on and purchased through a national securities exchange
     registered under the Securities Exchange Act of 1934, as amended, or, if
     the options are not traded on a national securities exchange, are
     guaranteed by a member firm of the New York Stock Exchange;

          (p) To deposit monies in federally insured savings accounts or
     certificates of deposit in banks or savings and loan associations;

          (q) To pool all or any of the Trust Fund, from time to time, with
     assets belonging to any other qualified employee pension benefit trust
     created by the Employer or an affiliated company of the Employer, and to
     commingle such assets and make joint or common investments and carry joint
     accounts on behalf of this Plan and such other trust or trusts, allocating
     undivided shares or interests in such investments or accounts or any pooled
     assets of the two or more trusts in accordance with their respective
     interests;

          (r) To do all such acts and exercise all such rights and privileges,
     although not specifically mentioned herein, as the Trustee may deem
     necessary to carry out the purposes of the Plan.

          (s) Directed Investment Account. The powers granted to the Trustee
     shall be exercised in the sole fiduciary discretion of the Trustee.
     However, if Participants are so empowered by the Administrator, each
     Participant may direct the Trustee to separate and keep separate all or a
     portion of his account; and further each Participant is authorized and
     empowered, in his sole and absolute discretion, to give directions to the
     Trustee pursuant to the procedure established by the Administrator and in
     such form as the Trustee may require concerning the investment of the
     Participant's Directed Investment Account. The Trustee shall comply as
     promptly as practicable with directions given by the Participant hereunder.
     The Trustee may refuse to comply with any direction from the Participant in
     the event the Trustee, in its sole and absolute discretion, deems such
     directions improper by virtue of applicable law. The Trustee shall not be
     responsible or liable for any loss or expense which may result from the
     Trustee's refusal or failure to comply with any directions from the
     Participant. Any costs and expenses related to compliance with the
     Participant's directions shall be borne by the Participant's Directed
     Investment Account.

                                      -69-


7.4   LOANS TO PARTICIPANTS

     (a) The Trustee may, in the Trustee's discretion, make loans to
Participants and Beneficiaries under the following circumstances: (1) loans
shall be made available to all Participants and Beneficiaries on a reasonably
equivalent basis; (2) loans shall not be made available to Highly Compensated
Employees in an amount greater than the amount made available to other
Participants and Beneficiaries; (3) loans shall bear a reasonable rate of
interest; (4) loans shall be adequately secured; and (5) shall provide for
repayment over a reasonable period of time.

     (b) Loans made pursuant to this Section (when added to the outstanding
balance of all other loans made by the Plan to the Participant) shall be limited
to the lesser of:

          (1) $50,000 reduced by the excess (if any) of the highest outstanding
     balance of loans from the Plan to the Participant during the one year
     period ending on the day before the date on which such loan is made, over
     the outstanding balance of loans from the Plan to the Participant on the
     date on which such loan was made, or

          (2) one-half (1/2) of the present value of the non-forfeitable accrued
     benefit of the Participant under the Plan.

     (c) Loans shall provide for level amortization with payments to be made not
less frequently than quarterly over a period not to exceed five (5) years.
However, loans used to acquire any dwelling unit which, within a reasonable
time, is to be used (determined at the time the loan is made) as a principal
residence of the Participant shall provide for periodic repayment over a
reasonable period of time that may exceed five (5) years.

     (d) Any loan made pursuant to this Section where the Vested interest of the
Participant is used to secure such loan shall require the written consent of the
Participant's spouse in a manner consistent with Section 6.5(a). Such written
consent must be obtained within the 90-day period prior to the date the loan is
made. However, no spousal consent shall be required under this paragraph if the
total accrued benefit subject to the security is not in excess of $3,500.

     (e) Any loans granted or renewed shall be made pursuant to a Participant
loan program. Such loan program shall be established in writing and must
include, but need not be limited to, the following:

          (1) the identity of the person or positions authorized to administer
     the Participant loan program;

          (2) a procedure for applying for loans;


                                      -70-


          (3) the basis on which loans will be approved or denied;

          (4) limitations, if any, on the types and amounts of loans offered;

          (5) the procedure under the program for determining a reasonable rate
     of interest;

          (6) the types of collateral which may secure a Participant loan; and

          (7) the events constituting default and the steps that will be taken
     to preserve Plan assets.

     Such Participant loan program shall be contained in a separate written
document which, when properly executed, is hereby incorporated by reference and
made a part of the Plan. Furthermore, such Participant loan program may be
modified or amended in writing from time to time without the necessity of
amending this Section.

7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS

     At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

     The Trustee shall be paid such reasonable compensation as shall from time
to time be agreed upon in writing by the Employer and the Trustee. An individual
serving as Trustee who already receives full-time pay from the Employer shall
not receive compensation from the Plan. In addition, the Trustee shall be
reimbursed for any reasonable expenses, including reasonable counsel fees
incurred by it as Trustee. Such compensation and expenses shall be paid from the
Trust Fund unless paid or advanced by the Employer. All taxes of any kind and
all kinds whatsoever that may be levied or assessed under existing or future
laws upon, or in respect of, the Trust Fund or the income thereof, shall be paid
from the Trust Fund.

7.7   ANNUAL REPORT OF THE TRUSTEE

     Within a reasonable period of time after the later of the Anniversary Date
or receipt of the Employer's contribution for each Plan Year, the Trustee shall
furnish to the Employer and Administrator a written statement of account with
respect to the Plan Year for which such contribution was made setting forth:

          (a) the net income, or loss, of the Trust Fund;


                                      -71-


          (b) the gains, or losses, realized by the Trust Fund upon sales or
     other disposition of the assets;

          (c) the increase, or decrease, in the value of the Trust Fund;

          (d) all payments and distributions made from the Trust Fund; and

          (e) such further information as the Trustee and/or Administrator deems
     appropriate. The Employer, forthwith upon its receipt of each such
     statement of account, shall acknowledge receipt thereof in writing and
     advise the Trustee and/or Administrator of its approval or disapproval
     thereof. Failure by the Employer to disapprove any such statement of
     account within thirty (30) days after its receipt thereof shall be deemed
     an approval thereof. The approval by the Employer of any statement of
     account shall be binding as to all matters embraced therein as between the
     Employer and the Trustee to the same extent as if the account of the
     Trustee had been settled by judgment or decree in an action for a judicial
     settlement of its account in a court of competent jurisdiction in which the
     Trustee, the Employer and all persons having or claiming an interest in the
     Plan were parties; provided, however, that nothing herein contained shall
     deprive the Trustee of its right to have its accounts judicially settled if
     the Trustee so desires.

7.8   AUDIT

     (a) If an audit of the Plan's records shall be required by the Act and the
regulations thereunder for any Plan Year, the Administrator shall direct the
Trustee to engage on behalf of all Participants an independent qualified public
accountant for that purpose. Such accountant shall, after an audit of the books
and records of the Plan in accordance with generally accepted auditing
standards, within a reasonable period after the close of the Plan Year, furnish
to the Administrator and the Trustee a report of his audit setting forth his
opinion as to whether any statements, schedules or lists that are required by
Act Section 103 or the Secretary of Labor to be filed with the Plan's annual
report, are presented fairly in conformity with generally accepted accounting
principles applied consistently. All auditing and accounting fees shall be an
expense of and may, at the election of the Administrator, be paid from the Trust
Fund.

     (b) If some or all of the information necessary to enable the Administrator
to comply with Act Section 103 is maintained by a bank, insurance company, or
similar institution, regulated and supervised and subject to periodic
examination by a state or federal agency, it shall transmit and certify the
accuracy of that information to the Administrator as provided in Act Section
103(b) within one hundred twenty (120) days after the end of the Plan Year or by
such other date as may be prescribed under regulations of the Secretary of
Labor.

                                      -72-


7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

     (a) The Trustee may resign at any time by delivering to the Employer, at
least thirty (30) days before its effective date, a written notice of his
resignation.

     (b) The Employer may remove the Trustee by mailing by registered or
certified mail, addressed to such Trustee at his last known address, at least
thirty (30) days before its effective date, a written notice of his removal.

     (c) Upon the death, resignation, incapacity, or removal of any Trustee, a
successor may be appointed by the Employer; and such successor, upon accepting
such appointment in writing and delivering same to the Employer, shall, without
further act, become vested with all the estate, rights, powers, discretions, and
duties of his predecessor with like respect as if he were originally named as a
Trustee herein. Until such a successor is appointed, the remaining Trustee or
Trustees shall have full authority to act under the terms of the Plan.

     (d) The Employer may designate one or more successors prior to the death,
resignation, incapacity, or removal of a Trustee. In the event a successor is so
designated by the Employer and accepts such designation, the successor shall,
without further act, become vested with all the estate, rights, powers,
discretions, and duties of his predecessor with the like effect as if he were
originally named as Trustee herein immediately upon the death, resignation,
incapacity, or removal of his predecessor.

     (e) Whenever any Trustee hereunder ceases to serve as such, he shall
furnish to the Employer and Administrator a written statement of account with
respect to the portion of the Plan Year during which he served as Trustee. This
statement shall be either (i) included as part of the annual statement of
account for the Plan Year required under Section 7.7 or (ii) set forth in a
special statement. Any such special statement of account should be rendered to
the Employer no later than the due date of the annual statement of account for
the Plan Year. The procedures set forth in Section 7.7 for the approval by the
Employer of annual statements of account shall apply to any special statement of
account rendered hereunder and approval by the Employer of any such special
statement in the manner provided in Section 7.7 shall have the same effect upon
the statement as the Employer's approval of an annual statement of account. No
successor to the Trustee shall have any duty or responsibility to investigate
the acts or transactions of any predecessor who has rendered all statements of
account required by Section 7.7 and this subparagraph.


                                      -73-





7.10  TRANSFER OF INTEREST

     Notwithstanding any other provision contained in this Plan, the Trustee at
the direction of the Administrator shall transfer the Vested interest, if any,
of such Participant in his account to another trust forming part of a pension,
profit sharing or stock bonus plan maintained by such Participant's new employer
and represented by said employer in writing as meeting the requirements of Code
Section 401(a), provided that the trust to which such transfers are made permits
the transfer to be made.

7.11  DIRECT ROLLOVER

     (a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section, a distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.

     (b) For purposes of this Section the following definitions shall apply:

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

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

          (3) A distributee includes an Employee or former Employee. In
     addition, the Employee's or former Employee's surviving spouse and the
     Employee's or former Employee's spouse or former spouse who is the
     alternate payee under a qualified domestic relations order, as defined in


                                     -74-


     Code Section 414(p), are distributees with regard to the interest of the
     spouse or former spouse.

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


                                  ARTICLE VIII

                       AMENDMENT, TERMINATION AND MERGERS

8.1   AMENDMENT

     (a) The Employer shall have the right at any time to amend the Plan,
subject to the limitations of this Section. Any such amendment shall be adopted
by formal action of the Employer's board of directors and executed by an officer
authorized to act on behalf of the Employer. However, any amendment which
affects the rights, duties or responsibilities of the Trustee and Administrator
may only be made with the Trustee's and Administrator's written consent. Any
such amendment shall become effective as provided therein upon its execution.
The Trustee shall not be required to execute any such amendment unless the Trust
provisions contained herein are a part of the Plan and the amendment affects the
duties of the Trustee hereunder.

     (b) No amendment to the Plan shall be effective if it authorizes or permits
any part of the Trust Fund (other than such part as is required to pay taxes and
administration expenses) to be used for or diverted to any purpose other than
for the exclusive benefit of the Participants or their Beneficiaries or estates;
or causes any reduction in the amount credited to the account of any
Participant; or causes or permits any portion of the Trust Fund to revert to or
become property of the Employer.

     (c) Except as permitted by Regulations, no Plan amendment or transaction
having the effect of a Plan amendment (such as a merger, plan transfer or
similar transaction) shall be effective to the extent it eliminates or reduces
any "section 411(d)(6) protected benefit" or adds or modifies conditions
relating to "Section 411(d)(6) protected benefits" the result of which is a
further restriction on such benefit unless such protected benefits are preserved
with respect to benefits accrued as of the later of the adoption date or
effective date of the amendment. "Section 411(d)(6) protected benefits" are
benefits described in Code Section 411(d)(6)(A), early retirement benefits and
retirement-type subsidies, and optional forms of benefit.


                                      -75-



8.2   TERMINATION

     (a) The Employer shall have the right at any time to terminate the Plan by
delivering to the Trustee and Administrator written notice of such termination.
Upon any full or partial termination, all amounts credited to the affected
Participants' Combined Accounts shall become 100% Vested as provided in Section
6.4 and shall not thereafter be subject to forfeiture, and all unallocated
amounts shall be allocated to the accounts of all Participants in accordance
with the provisions hereof.

     (b) Upon the full termination of the Plan, the Employer shall direct the
distribution of the assets of the Trust Fund to Participants in a manner which
is consistent with and satisfies the provisions of Section 6.5. Distributions to
a Participant shall be made in cash or in property or through the purchase of
irrevocable nontransferable deferred commitments from an insurer. Except as
permitted by Regulations, the termination of the Plan shall not result in the
reduction of "Section 411(d)(6) protected benefits" in accordance with Section
8.1(c).

8.3   MERGER OR CONSOLIDATION

     This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 8.1(c).

                                   ARTICLE IX

                                  MISCELLANEOUS

9.1   PARTICIPANT'S RIGHTS

     This Plan shall not be deemed to constitute a contract between the Employer
and any Participant or to be a consideration or an inducement for the employment
of any Participant or Employee. Nothing contained in this Plan shall be deemed
to give any Participant or Employee the right to be retained in the service of
the Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such
discharge shall have upon him as a Participant of this Plan.


                                      -76-



9.2   ALIENATION

     (a) Subject to the exceptions provided below, no benefit which shall be
payable out of the Trust Fund to any person (including a Participant or his
Beneficiary) shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the
same shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized by the Trustee, except to such
extent as may be required by law.

     (b) This provision shall not apply to the extent a Participant or
Beneficiary is indebted to the Plan, as a result of a loan from the Plan. At the
time a distribution is to be made to or for a Participant's or Beneficiary's
benefit, such proportion of the amount distributed as shall equal such loan
indebtedness shall be paid by the Trustee to the Trustee or the Administrator,
at the direction of the Administrator, to apply against or discharge such loan
indebtedness. Prior to making a payment, however, the Participant or Beneficiary
must be given written notice by the Administrator that such loan indebtedness is
to be so paid in whole or part from his Participant's Combined Account. If the
Participant or Beneficiary does not agree that the loan indebtedness is a valid
claim against his Vested Participant's Combined Account, he shall be entitled to
a review of the validity of the claim in accordance with procedures provided in
Sections 2.12 and 2.13.

     (c) This provision shall not apply to a "qualified domestic relations
order" defined in Code Section 414(p), and those other domestic relations orders
permitted to be so treated by the Administrator under the provisions of the
Retirement Equity Act of 1984. The Administrator shall establish a written
procedure to determine the qualified status of domestic relations orders and to
administer distributions under such qualified orders. Further, to the extent
provided under a "qualified domestic relations order," a former spouse of a
Participant shall be treated as the spouse or surviving spouse for all purposes
under the Plan.

9.3   CONSTRUCTION OF PLAN

     This Plan and Trust shall be construed and enforced according to the Act
and the laws of the State of New Jersey, other than its laws respecting choice
of law, to the extent not preempted by the Act.


                                      -77-



9.4   GENDER AND NUMBER

     Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another gender
in all cases where they would so apply, and whenever any words are used herein
in the singular or plural form, they shall be construed as though they were also
used in the other form in all cases where they would so apply.

9.5   LEGAL ACTION

     In the event any claim, suit, or proceeding is brought regarding the Trust
and/or Plan established hereunder to which the Trustee or the Administrator may
be a party, and such claim, suit, or proceeding is resolved in favor of the
Trustee or Administrator, they shall be entitled to be reimbursed from the Trust
Fund for any and all costs, attorney's fees, and other expenses pertaining
thereto incurred by them for which they shall have become liable.

9.6   PROHIBITION AGAINST DIVERSION OF FUNDS

     (a) Except as provided below and otherwise specifically permitted by law,
it shall be impossible by operation of the Plan or of the Trust, by termination
of either, by power of revocation or amendment, by the happening of any
contingency, by collateral arrangement or by any other means, for any part of
the corpus or income of any trust fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to, purposes other than
the exclusive benefit of Participants, Retired Participants, or their
Beneficiaries.

     (b) In the event the Employer shall make an excessive contribution under a
mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand
repayment of such excessive contribution at any time within one (1) year
following the time of payment and the Trustees shall return such amount to the
Employer within the one (1) year period. Earnings of the Plan attributable to
the excess contributions may not be returned to the Employer but any losses
attributable thereto must reduce the amount so returned.

9.7   BONDING

     Every Fiduciary, except a bank or an insurance company, unless exempted by
the Act and regulations thereunder, shall be bonded in an amount not less than
10% of the amount of the funds such Fiduciary handles; provided, however, that
the minimum bond shall be $1,000 and the maximum bond, $500,000. The amount of
funds handled shall be determined at the beginning of each Plan Year by the
amount of funds handled by such person, group, or class to be covered and their
predecessors, if any, during the preceding Plan Year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the
then current year. The bond shall provide protection to the Plan against any
loss by reason of acts of fraud 



                                      -78-


or dishonesty by the Fiduciary alone or in connivance with others. The surety
shall be a corporate surety company (as such term is used in Act Section
412(a)(2)), and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the cost of such bonds
shall be an expense of and may, at the election of the Administrator, be paid
from the Trust Fund or by the Employer.

9.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

     Neither the Employer nor the Trustee, nor their successors, shall be
responsible for the validity of any Contract issued hereunder or for the failure
on the part of the insurer to make payments provided by any such Contract, or
for the action of any person which may delay payment or render a Contract null
and void or unenforceable in whole or in part.

9.9   INSURER'S PROTECTIVE CLAUSE

     Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

9.10  RECEIPT AND RELEASE FOR PAYMENTS

     Any payment to any Participant, his legal representative, Beneficiary, or
to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary,
guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.

9.11  ACTION BY THE EMPLOYER

     Whenever the Employer under the terms of the Plan is permitted or required
to do or perform any act or matter or thing, it shall be done and performed by a
person duly authorized by its legally constituted authority.

9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

     The "named Fiduciaries" of this Plan are (l) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan. In general, the


                                      -79-


Employer shall have the sole responsibility for making the contributions
provided for under Section 4.1; and shall have the sole authority to appoint and
remove the Trustee and the Administrator; to formulate the Plan's "funding
policy and method"; and to amend or terminate, in whole or in part, the Plan.
The Administrator shall have the sole responsibility for the administration of
the Plan, which responsibility is specifically described in the Plan. The
Trustee shall have the sole responsibility of management of the assets held
under the Trust, except those assets, the management of which has been assigned
to an Investment Manager, who shall be solely responsible for the management of
the assets assigned to it, all as specifically provided in the Plan. Each named
Fiduciary warrants that any directions given, information furnished, or action
taken by it shall be in accordance with the provisions of the Plan, authorizing
or providing for such direction, information or action. Furthermore, each named
Fiduciary may rely upon any such direction, information or action of another
named Fiduciary as being proper under the Plan, and is not required under the
Plan to inquire into the propriety of any such direction, information or action.
It is intended under the Plan that each named Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and obligations
under the Plan. No named Fiduciary shall guarantee the Trust Fund in any manner
against investment loss or depreciation in asset value. Any person or group may
serve in more than one Fiduciary capacity. In the furtherance of their
responsibilities hereunder, the "named Fiduciaries" shall be empowered to
interpret the Plan and Trust and to resistencies and omissions, which findings
shall be binding, final and conclusive.

9.13  HEADINGS

     The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

9.14  APPROVAL BY INTERNAL REVENUE SERVICE

     (a) Notwithstanding anything herein to the contrary, contributions to this
Plan are conditioned upon the initial qualification of the Plan under Code
Section 401. If the Plan receives an adverse determination with respect to its
initial qualification, then the Plan may return such contributions to the
Employer within one year after such determination, provided the application for
the determination is made by the time prescribed by law for filing the
Employer's return for the taxable year in which the Plan was adopted, or such
later date as the Secretary of the Treasury may prescribe.

     (b) Notwithstanding any provisions to the contrary, except Sections 3.6,
3.7, and 4.1(f), any contribution by the Employer to the Trust Fund is
conditioned upon the deductibility of the contribution by the Employer under the
Code and, to the extent any such deduction is disallowed, the Employer may,
within one (1) year following the disallowance of the deduction, demand
repayment of such disallowed contribution and the Trustee shall return such
contribution within one (1) year following the disallowance. Earnings of the
Plan


                                      -80-


attributable to the excess contribution may not be returned to the Employer, but
any losses attributable thereto must reduce the amount so returned.

9.15  UNIFORMITY

     All provisions of this Plan shall be interpreted and applied in a uniform,
nondiscriminatory manner. In the event of any conflict between the terms of this
Plan and any Contract purchased hereunder, the Plan provisions shall control.

                                    ARTICLE X

                             PARTICIPATING EMPLOYERS

10.1  ADOPTION BY OTHER EMPLOYERS

     Notwithstanding anything herein to the contrary, with the consent of the
Employer and Trustee, any other corporation or entity, whether an affiliate or
subsidiary or not, may adopt this Plan and all of the provisions hereof, and
participate herein and be known as a Participating Employer, by a properly
executed document evidencing said intent and will of such Participating
Employer.

10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

     (a) Each such Participating Employer shall be required to use the same
Trustee as provided in this Plan.

     (b) The Trustee may, but shall not be required to, commingle, hold and
invest as one Trust Fund all contributions made by Participating Employers, as
well as all increments thereof. However, the assets of the Plan shall, on an
ongoing basis, be available to pay benefits to all Participants and
Beneficiaries under the Plan without regard to the Employer or Participating
Employer who contributed such assets.

     (c) The transfer of any Participant from or to an Employer participating in
this Plan, whether he be an Employee of the Employer or a Participating
Employer, shall not affect such Participant's rights under the Plan, and all
amounts credited to such Participant's Combined Account as well as his
accumulated service time with the transferor or predecessor, and his length of
participation in the Plan, shall continue to his credit.

     (d) All rights and values forfeited by termination of employment shall
inure only to the benefit of the Participants of the Employer or Participating
Employer by which the forfeiting Participant was employed.


                                      -81-



     (e) Any expenses of the Trust which are to be paid by the Employer or borne
by the Trust Fund shall be paid by each Participating Employer in the same
proportion that the total amount standing to the credit of all Participants
employed by such Employer bears to the total standing to the credit of all
Participants.

10.3  DESIGNATION OF AGENT

     Each Participating Employer shall be deemed to be a party to this Plan;
provided, however, that with respect to all of its relations with the Trustee
and Administrator for the purpose of this Plan, each Participating Employer
shall be deemed to have designated irrevocably the Employer as its agent. Unless
the context of the Plan clearly indicates the contrary, the word "Employer"
shall be deemed to include each Participating Employer as related to its
adoption of the Plan. 

10.4 EMPLOYEE TRANSFERS

     It is anticipated that an Employee may be transferred between Participating
Employers, and in the event of any such transfer, the Employee involved shall
carry with him his accumulated service and eligibility. No such transfer shall
effect a termination of employment hereunder, and the Participating Employer to
which the Employee is transferred shall thereupon become obligated hereunder
with respect to such Employee in the same manner as was the Participating
Employer from whom the Employee was transferred.

10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION

     All contributions made by a Participating Employer, as provided for in this
Plan, shall be determined separately by each Participating Employer, and shall
be allocated only among the Participants eligible to share of the Employer or
Participating Employer making the contribution. On the basis of the information
furnished by the Administrator, the Trustee shall keep separate books and
records concerning the affairs of each Participating Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register Contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

10.6  AMENDMENT

     Amendment of this Plan by the Employer at any time when there shall be a
Participating Employer hereunder shall only be by the written action of each and
every Participating Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.


                                      -82-


10.7  DISCONTINUANCE OF PARTICIPATION

     Any Participating Employer shall be permitted to discontinue or revoke its
participation in the Plan. At the time of any such discontinuance or revocation,
satisfactory evidence thereof and of any applicable conditions imposed shall be
delivered to the Trustee. The Trustee shall thereafter transfer, deliver and
assign Contracts and other Trust Fund assets allocable to the Participants of
such Participating Employer to such new Trustee as shall have been designated by
such Participating Employer, in the event that it has established a separate
pension plan for its Employees, provided however, that no such transfer shall be
made if the result is the elimination or reduction of any "Section 411(d)(6)
protected benefits" in accordance with Section 8.1(c). If no successor is
designated, the Trustee shall retain such assets for the Employees of said
Participating Employer pursuant to the provisions of Article VII hereof. In no
such event shall any part of the corpus or income of the Trust as it relates to
such Participating Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating Employer.

10.8  ADMINISTRATOR'S AUTHORITY

     The Administrator shall have authority to make any and all necessary rules
or regulations, binding upon all Participating Employers and all Participants,
to effectuate the purpose of this Article.


                                      -83-



     IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

Signed, sealed, and delivered in the presence of:


                                         Bio-Technology General Corp.


      /s/ DOUGLAS MARTIN                 By  /s/ MATTHEW PAZARYNA
--------------------------------             ----------------------------      
                                            EMPLOYER

      /s/ KENNETH H. SPENCER
--------------------------------           
WITNESSES AS TO EMPLOYER


      /s/ DOUGLAS MARTIN                 By  /s/ MATTHEW PAZARYNA
--------------------------------             ----------------------------(SEAL)
                                            TRUSTEE

      /s/ KENNETH H. SPENCER
--------------------------------
WITNESSES AS TO TRUSTEE


      /s/ DOUGLAS MARTIN                 By  /s/ SIM FASS  
--------------------------------             ----------------------------(SEAL)
                                             TRUSTEE

      /s/ KENNETH H. SPENCER
--------------------------------
WITNESSES AS TO TRUSTEE


                                      -86-