As filed with the Securities and Exchange Commission on January 20, 1998
                                                    Registration No. 333-_______
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
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                                VTEL CORPORATION
             (Exact name of registrant as specified in its charter)

                    Delaware                                      74-2415696
        (State or other jurisdiction of                       (I.R.S. Employer
        incorporation or organization)                       Identification No.)

             108 Wild Basin Road
                Austin, Texas                                       78746
  (Address of principal executive offices)                        (Zip Code)

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                                VTEL Corporation
                                   401(k) Plan
                            (Full title of the plan)

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                                 RODNEY S. BOND
                             Chief Financial Officer
                                VTEL Corporation
                               108 Wild Basin Road
                               Austin, Texas 78746
                     (Name and address of agent for service)

                                 (512) 314-2700
          (Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ========================================================================================================================== Amount Proposed maximum Proposed maximum Title of securities to be offering price aggregate Amount of to be registered registered(1) per share(2)(3) offering price(2)(3) registration fee - -------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share...... 900,000 shares $6.6875 $6,018,750 $1,824 ========================================================================================================================== (1) Consists of 900,000 shares of Common Stock available for purchase by employees of VTEL Corporation and its subsidiaries pursuant to the VTEL Corporation 401(k) Plan. Pursuant to a Rights Agreement, each share of Common Stock also has an associated preferred stock purchase right. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminant amount of interests (including any associated preferred stock purchase rights) to be offered or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for the purpose of calculating the registration fee. (3) Calculated pursuant to Rule 457(c) and (h) solely for the purposes of computing the registration fee, based upon the average of the highest and lowest selling price per share of the Common Stock on the NASDAQ National Market on January 15, 1998 under the Securities Act.
- -------------------------------------------------------------------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The registrant hereby incorporates by reference in this registration statement the following documents previously filed by the registrant with the Securities and Exchange Commission (the "Commission"): (1) the registrant's Annual Report on Form 10-K filed with the Commission for the fiscal year ended July 31, 1997; (2) the registrant's Quarterly Report on From 10-Q filed with the Commission for the three months ended October 31, 1997; (3) the description of the Common Stock of the registrant set forth in the Registration Statement on Form 8-A, filed with the Commission on March 31, 1992, including any amendment or report filed for the purpose of updating such description; and (4) the description of the Company's Rights contained in the Company's Registration Statement on Form 8-A, filed with the Commission on July 11, 1996, including any amendment or report filed for the purpose of updating such description. All documents filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this registration statement shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold at the time of such amendment. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. The Fourth Amended and Restated Certificate of Incorporation of the registrant provides for indemnification as follows: "NINTH: The Corporation shall indemnify any person: (a) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, - -------- *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. II-1 officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reason- ably incurred by him in connection with such action, suit or proceed- ing if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe his action was unlawful, or (b) who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matters as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subparagraphs (a) and (b) of this Article 9, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any indemnification under subparagraphs (a) and (b) of this Article 9 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subparagraphs (a) and (b) of this Article 9. Such determination shall be made (i) by the Board of Directors by a majority vote of the quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article 9. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 9 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 9. II-2 For purposes of this Article 9, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 9 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article 9, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article 9. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 9 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person." Item 7. Exemption from Registration Claimed. None. Item 8. Exhibits. (a) Exhibits. The following documents are filed as a part of this registration statement. Exhibit Description of Exhibit ------- ---------------------- 4.1 - Fourth Amended and Restated Certificate of Incorporation, as filed July 7, 1993 with the Secretary of State of Delaware (incorporated by reference to Exhibit 3.1 to the Company's quarterly report filed on Form 10-Q for the three months ended June 30, 1993). 4.2 - Bylaws of the Company as adopted by the Board of Directors of the Company effective as of June 11, 1989 (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1, File No. 33-45876, as amended). 4.3 - Amendment to Bylaws of the Company as adopted by the Board of Directors of the Company effective as of April 28, 1992 (incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1992). 4.4 - Amendment to the Bylaws of the Company as adopted by the Board of Directors of the Company effective as of July 10, 1996 (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K dated July 10, 1996). 4.5 - Specimen Certificate for the Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, File No. 33-45876, as amended). 4.6 - Rights Agreement dated as of July 10, 1996 between VTEL Corporation and First National Bank of Boston, which includes the form of Certificate of Designations for Designating Series A Preferred Stock, $.01 par value, the form of Rights Certificate, and the Summary of Rights to Purchase Series A Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 10, 1996). II-3 4.7 Basic Plan Document 4.8 Adoption Agreement -- Non-Standardized Profit Sharing/Thrift Plan with 401(k) Feature 5.1 Internal Revenue Service Letter, dated September 4, 1997 23.1 Consent of Price Waterhouse LLP 23.2 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney (included in the signature page of this Registration Statement) The undersigned registrant hereby undertakes to submit, or has submitted, the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. Item 9. Undertakings. A. The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, Texas, on January 20, 1998. VTEL CORPORATION By: /s/ Dick Moeller ------------------------------------------- F. H. (Dick) Moeller, Chief Executive Officer and Chairman of the Board of Directors POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints F.H. (Dick) Moeller and Rodney S. Bond and each of them, each with full power to act without the other, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits, thereto, and all documents in connection therewith, with the SEC, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Capacity Date --------- -------- ---- /s/ Dick Moeller Chief Executive Officer and January 20, 1998 - -------------------------- Chairman of the Board of F.H. (Dick) Moeller Directors (Principal Executive Officer) /s/ Rodney S. Bond Chief Financial Officer, January 20, 1998 - -------------------------- Vice President - Finance, Rodney S. Bond Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ Jerry S. Bensen, Jr. Director January 20, 1998 - -------------------------- Jerry S. Bensen, Jr. /s/ Eric L. Jones Director January 20, 1998 - -------------------------- Eric L. Jones Director January 20, 1998 - --------------------------- Gordon H. Matthews /s/ Max D. Hopper Director January 20, 1998 - --------------------------- Max D. Hopper Director January 20, 1998 - --------------------------- T. Gary Trimm /s/ Dr. Arthur G. Anderson Director January 20, 1998 - --------------------------- Dr. Arthur G. Anderson Director January 20, 1998 - --------------------------- Richard Snyder EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number ------- -------------------- ---------- 4.7 Basic Plan Document 4.8 Adoption Agreement -- Non-Standardized Profit Sharing/Thrift Plan with 401(k) Feature 5.1 Internal Revenue Service Letter, dated September 4, 1997 23.1 Consent of Price Waterhouse LLP 23.2 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney (included on the signature page of this Registration Statement) The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustee of the VTEL Corporation 401(k) Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on January 20, 1998. VTEL CORPORATION 401(K) PLAN By: VTEL Corporation Plan Administrator By: /s/ Dianne Johnson ------------------------- Name: Dianne Johnson




                                   EXHIBIT 4.7


                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                            DEFINED CONTRIBUTION PLAN
                          BASIC PLAN DOCUMENT NUMBER 03










                                TABLE OF CONTENTS

SECTION                              CONTENTS                               PAGE


ARTICLE I - DEFINITIONS....................................................    1
         1.1      ACCRUED BENEFIT..........................................    1
         1.2      ADDITIONAL MATCHING CONTRIBUTIONS........................    1
         1.3      ADOPTION AGREEMENT.......................................    1
         1.4      ALTERNATE PAYEE..........................................    1
         1.5      ANNUITY..................................................    1
         1.6      ANNUITY CONTRACT.........................................    1
         1.7      ANNUITY STARTING DATE....................................    1
         1.8      BENEFICIARY..............................................    1
         1.9      BOARD OF DIRECTORS.......................................    2
         1.10     CODA.....................................................    2
         1.11     CODE.....................................................    2
         1.12     COMPENSATION.............................................    2
         1.13     CONSIDERED NET PROFITS...................................    5
         1.14     CONTRIBUTION PERIOD......................................    6
         1.15     DAVIS-BACON ACT..........................................    6
         1.16     DISABILITY...............................................    6
         1.17     DISABILITY RETIREMENT DATE...............................    7
         1.18     EARLY RETIREMENT DATE....................................    7
         1.19     EARNED INCOME............................................    7
         1.20     EFFECTIVE DATE...........................................    7
         1.21     ELECTIVE DEFERRAL CONTRIBUTIONS..........................    7
         1.22     EMPLOYEE.................................................    8
         1.23     EMPLOYEE CONTRIBUTIONS...................................    8
         1.24     EMPLOYER.................................................    8
         1.25     ENTRY DATE...............................................    8
         1.26     ERISA....................................................    8
         1.27     FIDUCIARY................................................    9
         1.28     FORFEITURE...............................................    9
         1.29     HIGHLY COMPENSATED EMPLOYEE..............................    9
         1.30     INSURANCE COMPANY........................................   12
         1.31     LATE RETIREMENT DATE.....................................   12
         1.32     LEASED EMPLOYEE..........................................   12
         1.33     LIFE ANNUITY.............................................   13
         1.34     LIFE INSURANCE POLICY....................................   13
         1.35     MATCHING CONTRIBUTIONS...................................   13
         1.36     MONEY PURCHASE PENSION CONTRIBUTIONS.....................   13
         1.37     NAMED FIDUCIARY..........................................   14
         1.38     NONELECTIVE CONTRIBUTIONS................................   14
         1.39     NON-TRUSTEED.............................................   14
         1.40     NORMAL RETIREMENT AGE....................................   14
         1.41     NORMAL RETIREMENT DATE...................................   14
         1.42     OWNER-EMPLOYEE...........................................   14
         1.43     PARTICIPANT..............................................   14


                                      - i -





         1.44     PARTICIPANT'S ACCOUNT....................................   14
         1.45     PARTICIPANT'S EMPLOYER STOCK ACCOUNT.....................   15
         1.46     PARTNER..................................................   16
         1.47     PARTNERSHIP..............................................   16
         1.48     PERSON...................................................   16
         1.49     PLAN.....................................................   16
         1.50     PLAN ADMINISTRATOR.......................................   16
         1.51     PLAN YEAR................................................   16
         1.52     PREVAILING WAGE LAW......................................   17
         1.53     PRIOR EMPLOYER CONTRIBUTIONS.............................   17
         1.54     PRIOR REQUIRED EMPLOYEE CONTRIBUTIONS....................   17
         1.55     PRIOR VOLUNTARY EMPLOYEE CONTRIBUTIONS...................   17
         1.56     QDRO.....................................................   17
         1.57     QUALIFIED MATCHING CONTRIBUTIONS.........................   17
         1.58     QUALIFIED NONELECTIVE CONTRIBUTIONS......................   17
         1.59     QVEC CONTRIBUTIONS.......................................   17
         1.60     REQUIRED EMPLOYEE CONTRIBUTIONS..........................   17
         1.61     ROLLOVER CONTRIBUTION....................................   17
         1.62     SALARY DEFERRAL AGREEMENT................................   18
         1.63     SELF-EMPLOYED INDIVIDUAL.................................   18
         1.64     SERIOUS FINANCIAL HARDSHIP...............................   18
         1.65     SHAREHOLDER-EMPLOYEE.....................................   18
         1.66     SOCIAL SECURITY INTEGRATION LEVEL........................   18
         1.67     SOCIAL SECURITY TAXABLE WAGE BASE........................   18
         1.68     SPONSORING ORGANIZATION..................................   18
         1.69     SPOUSE...................................................   18
         1.70     STRAIGHT LIFE ANNUITY....................................   18
         1.71     TERMINATION OF EMPLOYMENT................................   19
         1.72     TRUE-UP CONTRIBUTIONS....................................   19
         1.73     TRUST....................................................   19
         1.74     TRUSTEE..................................................   19
         1.75     VESTED INTEREST..........................................   19
         1.76     VESTING PERCENTAGE.......................................   20
         1.77     VOLUNTARY EMPLOYEE CONTRIBUTIONS.........................   20

ARTICLE II - GENERAL PROVISIONS............................................   21

2A.  SERVICE...............................................................   21
         2A.1     SERVICE..................................................   21
         2A.2     ABSENCE FROM EMPLOYMENT..................................   21
         2A.3     HOUR OF SERVICE..........................................   21
         2A.4     1-YEAR BREAK-IN-SERVICE..................................   22
         2A.5     YEAR(S) OF SERVICE.......................................   22
         2A.6     DETERMINING VESTING PERCENTAGE...........................   23
         2A.7     EXCLUDED YEARS OF SERVICE FOR VESTING....................   24
         2A.8     CHANGE IN PLAN YEARS.....................................   24
         2A.9     ELAPSED TIME.............................................   25
         2A.10    EXCLUDED-PERIODS OF SERVICE FOR VESTING..................   26



                                     - ii -





2B. ELIGIBILITY, ENROLLMENT AND PARTICIPATION..............................   26
         2B.1     ELIGIBILITY..............................................   26
         2B.2     ENROLLMENT...............................................   27
         23.3     REEMPLOYED PARTICIPANT...................................   27
         2B.4     ELIGIBLE CLASS...........................................   27
         2B.5     WAIVER OF PARTICIPATION..................................   28
         2B.6     TRADES OR BUSINESSES CONTROLLED BY OWNER-EMPLOYEES.......   28

2C.  CONTRIBUTIONS AND ALLOCATIONS.........................................   29
         2C.1     PROFIT SHARING/THRIFT PLAN WITH 401(k) FEATURE...........   29
         2C.2     MONEY PURCHASE PENSION PLAN..............................   38
         2C.3     ROLLOVER CONTRIBUTIONS...................................   41
         2C.4     CONTRIBUTIONS SUBJECT TO DAVIS-BACON ACT.................   41
         2C.5     QVEC CONTRIBUTIONS.......................................   41

ARTICLE III - DISTRIBUTIONS................................................   42

3A.  TIMING AND FORM OF BENEFITS...........................................   42
         3A.1     PAYMENT OF BENEFITS......................................   42
         3A.2     COMMENCEMENT OF BENEFITS.................................   44
         3A.3     FROM LIFE INSURANCE POLICIES.............................   45
         3A.4     NONTRANSFERABLE..........................................   45
         3A.5     ALTERNATE PAYEE SPECIAL DISTRIBUTION.....................   45

3B.  MINIMUM DISTRIBUTION REQUIREMENTS.....................................   46
         3B.1     DEFINITIONS..............................................   46
         3B.2     DISTRIBUTION REQUIREMENTS................................   48
         3B.3     DEATH DISTRIBUTION PROVISIONS............................   49
         3B.4     TRANSITIONAL RULE........................................   50

3C.  JOINT AND SURVIVOR ANNUITY REQUIREMENTS...............................   51
         3C.1     APPLICABILITY............................................   51
         3C.2     DEFINITIONS..............................................   52
         3C.3     QUALIFIED JOINT AND SURVIVOR ANNUITY.....................   53
         3C.4     QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.................   53
         3C.5     NOTICE REQUIREMENTS......................................   53
         3C.6     SAFE HARBOR RULES........................................   54
         3C.7     TRANSITIONAL RULES.......................................   55

3D.  TERMINATION OF EMPLOYMENT.............................................   57
         3D.1     DISTRIBUTION.............................................   57
         3D.2     REPAYMENT OF PRIOR DISTRIBUTION..........................   58
         3D.3     LIFE INSURANCE POLICY....................................   60
         3D.5     FORFEITURE...............................................   60
         3D.6     LOST PARTICIPANT.........................................   60
         3D.7     DEFERRAL OF DISTRIBUTION.................................   60

3E.  WITHDRAWALS...........................................................   61
         3E.1     WITHDRAWAL-EMPLOYEE CONTRIBUTIONS........................   61


                                     - iii -





         3E.2     WITHDRAWAL - ELECTIVE DEFERRAL CONTRIBUTIONS.............   62
         3E.3     WITHDRAWAL - EMPLOYER CONTRIBUTIONS......................   62
         3E.4     WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF
                  CONTRIBUTIONS OTHER THAN ELECTIVE DEFERRAL
                  CONTRIBUTIONS............................................   62
         3E.5     WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF ELECTIVE
                  DEFERRAL CONTRIBUTIONS...................................   63
         3E.6     WITHDRAWAL - QVEC CONTRIBUTIONS and ROLLOVER
                  CONTRIBUTIONS............................................   64
         3E.7     NOTIFICATION.............................................   64
         3E.8     VESTING CONTINUATION.....................................   64
         3E.9     WITHDRAWAL - PARTICIPANT'S EMPLOYER STOCK ACCOUNT........   65
         3E.10    WITHDRAWAL BY TERMINATED PARTICIPANTS....................   65

3F.  DIRECT ROLLOVERS......................................................   65
         3F.1     DEFINITIONS..............................................   65
         3F.2     DIRECT ROLLOVERS.........................................   65

ARTICLE IV - LEGAL LIMITATIONS ON CONTRIBUTIONS............................   67

4A.  NONDISCRIMINATION TESTS...............................................   67
         4A.1 DEFINITIONS..................................................   67
         4A.2     ACTUAL DEFERRAL PERCENTAGE TEST..........................   68
         4A.3     SPECIAL RULES - ADP TEST.................................   68
         4A.4     ACTUAL CONTRIBUTION PERCENTAGE TEST......................   70
         4A.5     SPECIAL RULES - ADP/ACP TESTS............................   70

4B.  LIMITATIONS ON ALLOCATIONS............................................   71
         4B.1     DEFINITIONS..............................................   71
         4B.2     BASIC LIMITATION.........................................   76
         4B.3     ESTIMATED MAXIMUM PERMISSIBLE AMOUNT.....................   77
         4B.4     ACTUAL MAXIMUM PERMISSIBLE AMOUNT........................   77
         4B.5     PARTICIPANTS COVERED BY ANOTHER PROTOTYPE DEFINED
                  CONTRIBUTION PLAN........................................   77
         4B.6     PARTICIPANTS COVERED BY NON-PROTOTYPE DEFINED
                  CONTRIBUTION PLAN........................................   78
         4B.7     PARTICIPANTS COVERED BY DEFINED BENEFIT PLAN.............   78

4C.  TREATMENT OF EXCESSES.................................................   79
         4C.1     DEFINITIONS..............................................   79
         4C.2     EXCESS ELECTIVE DEFERRAL CONTRIBUTIONS...................   79
         4C.3     EXCESS ANNUAL ADDITIONS..................................   80
         4C.4     EXCESS CONTRIBUTIONS.....................................   81
         4C.5     EXCESS AGGREGATE CONTRIBUTIONS...........................   82

ARTICLE V - PARTICIPANT PROVISIONS.........................................   84

5A.  ANNUITY CONTRACT AND PARTICIPANT'S ACCOUNT............................   84
         5A.1     PARTICIPANT'S ACCOUNT....................................   84



                                     - iv -





         5A.2     INVESTMENT TRANSFERS.....................................   84
         5A.3     PARTICIPANT'S ACCOUNT VALUATION..........................   84

5B. LIFE INSURANCE POLICIES................................................   85
         5B.1     OPTIONAL PURCHASE OF LIFE INSURANCE......................   85
         5B.2     PREMIUMS ON LIFE INSURANCE POLICIES......................   85
         5B.3     LIMITATIONS ON PREMIUMS..................................   85
         5B.4     DISPOSAL.................................................   86
         5B.5     RIGHTS UNDER POLICIES....................................   86
         5B.6     LOANS....................................................   86
         5B.7     CONDITIONS OF COVERAGE...................................   86
         5B.8     POLICY NOT YET IN FORCE..................................   86
         5B.9     VALUE OF POLICY..........................................   86
         5B.10    DIVIDENDS................................................   86
         5B.11    DISTRIBUTION.............................................   86
         5B.12    APPLICATION..............................................   87

5C.  LOANS.................................................................   87
         5C.1     LOANS TO PARTICIPANTS....................................   87
         5C.2     LOAN PROCEDURES..........................................   88

5D.  PARTICIPANTS RIGHTS...................................................   89
         5D.1     GENERAL RIGHTS OF PARTICIPANTS AND BENEFICIARIES.........   89
         5D.2     FILING A CLAIM FOR BENEFITS..............................   89
         5D.3     DENIAL OF CLAIM..........................................   89
         5D.4     REMEDIES AVAILABLE TO PARTICIPANTS.......................   89
         5D.5     LIMITATION OF RIGHTS.....................................   90
         5D.6     100% VESTED CONTRIBUTIONS................................   90
         5D.7     REINSTATEMENT OF BENEFIT.................................   90
         5D.8     NON-ALIENATION...........................................   90

ARTICLE VI - OVERSEER PROVISIONS...........................................   91

6A.  FIDUCIARY DUTIES AND RESPONSIBILITIES.................................   91
         6A.1     GENERAL FIDUCIARY STANDARD OF CONDUCT....................   91
         6A.2     SERVICE IN MULTIPLE CAPACITIES...........................   91
         6A.3     LIMITATIONS ON FIDUCIARY LIABILITY.......................   91
         6A.4     INVESTMENT MANAGER.......................................   91

6B.  THE PLAN ADMINISTRATOR................................................   91
         6B.1     DESIGNATION AND ACCEPTANCE...............................   91
         6B.2     DUTIES AND RESPONSIBILITY................................   91
         6B.3     SPECIAL DUTIES...........................................   92
         6B.4     EXPENSES AND COMPENSATION................................   92
         6B.5     INFORMATION FROM EMPLOYER................................   92
         6B.6     ADMINISTRATIVE COMMITTEE; MULTIPLE SIGNATURES............   92
         6B.7     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR........   93
         6B.8     INVESTMENT MANAGER.......................................   93
         6B.9     DELEGATION OF DUTIES.....................................   93


                                      - v -






6C.  TRUST AGREEMENT.......................................................   93
         6C.1     CREATION AND ACCEPTANCE OF TRUST.........................   93
         6C.2     TRUSTEE CAPACITY; CO-TRUSTEES............................   93
         6C.3     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
                  TRUSTEE..................................................   94
         6C.4     TAXES, EXPENSES AND COMPENSATION OF TRUSTEE..............   94
         6C.5     TRUSTEE ENTITLED TO CONSULTATION.........................   94
         6C.6     RIGHTS, POWERS AND DUTIES OF TRUSTEE.....................   95
         6C.7     EVIDENCE OF TRUSTEE ACTION...............................   97
         6C.8     INVESTMENT POLICY........................................   97
         6C.9     PERIOD OF THE TRUST......................................   97

6D.  THE INSURANCE COMPANY.................................................   97
         6D.1     DUTIES AND RESPONSIBILITIES..............................   97
         6D.2     RELATION TO EMPLOYER, PLAN ADMINISTRATOR AND
                  PARTICIPANTS.............................................   97
         6D.3     RELATION TO TRUSTEE......................................   98

6E.  ADOPTING EMPLOYER.....................................................   98
         6E.1     ELECTION TO BECOME ADOPTING EMPLOYER.....................   98
         6E.2     DEFINITION...............................................   98
         6E.3     EFFECTIVE DATE OF PLAN...................................   98
         6E.4     FORFEITURES..............................................   98
         6E.5     CONTRIBUTIONS............................................   98
         6E.6     EXPENSES.................................................   98
         6E.7     SUBSTITUTION OF PLANS....................................   99
         6E.8     TERMINATION OF PLANS.....................................   99
         6E.9     AMENDMENT................................................   99
         6E.10    PLAN ADMINISTRATOR'S AUTHORITY...........................   99

ARTICLE VII -- SPECIAL CIRCUMSTANCES WHICH MAY AFFECT THE PLAN.............  100

7A.  TOP-HEAVY PROVISIONS..................................................  100
         7A.1     DEFINITIONS..............................................  100
         7A.2     MINIMUM ALLOCATION.......................................  102
         7A.3     MINIMUM VESTING SCHEDULE.................................  103

7B.  AMENDMENT, TERMINATION OR MERGER OF THE PLAN..........................  104
         7B.1     AMENDMENT OF ELECTIONS UNDER ADOPTION AGREEMENT
                  BY EMPLOYER..............................................  104
         7B.2     AMENDMENT OF PLAN, TRUST, AND FORM OF ADOPTION
                  AGREEMENT................................................  105
         7B.3     CONDITIONS OF AMENDMENT..................................  105
         7B.4     TERMINATION OF THE PLAN..................................  105
         7B.5     FULL VESTING.............................................  105
         7B.6     APPLICATION OF FORFEITURES...............................  106
         7B.7     MERGER WITH OTHER PLAN...................................  106
         7B.8     TRANSFER FROM OTHER PLANS................................  106


                                     - vi -





         7B.9     TRANSFER TO OTHER PLANS..................................  107
         7B.10    APPROVAL BY THE INTERNAL REVENUE SERVICE.................  107
         7B.11    SUBSEQUENT UNFAVORABLE DETERMINATION.....................  107

7C.  SUBSTITUTION OF PLANS.................................................  107
         7C.1     SUBSTITUTION OF PLANS....................................  107
         7C.2     TRANSFER OF ASSETS.......................................  108
         7C.3     SUBSTITUTION FOR PRE-EXISTING MASTER OR
                  PROTOTYPE PLAN...........................................  108
         7C.4     PARTIAL SUBSTITUTION OR PARTIAL TRANSFER OF THE PLAN
                  OR ASSETS................................................  108

ARTICLE VIII - MISCELLANEOUS...............................................  109
         8.1      NONREVERSION.............................................  109
         8.2      GENDER AND NUMBER........................................  109
         8.3      REFERENCE TO THE INTERNAL REVENUE CODE AND ERISA.........  109
         8.4      GOVERNING LAW............................................  109
         8.5      COMPLIANCE WITH THE INTERNAL REVENUE CODE
                  AND ERISA................................................  109
         8.6      CONTRIBUTION RECAPTURE...................................  109



                                     - vii -





                   CONNECTICUT GENERAL LIFE INSURANCE COMPANY
                            DEFINED CONTRIBUTION PLAN
                          BASIC PLAN DOCUMENT NUMBER 03

The Plan set forth herein may be adopted by an Employer and accepted by the Plan
Administrator  and,  if  applicable,   the  Trustee  by  executing  an  Adoption
Agreement,  which  together  shall  constitute  the  Employer's  Plan,  for  the
exclusive benefit of its eligible Employees and their Beneficiaries, as fully as
if set forth in said  Adoption  Agreement;  provided,  however,  no Employer may
adopt this Plan except with the consent of  Connecticut  General Life  Insurance
Company.

                             ARTICLE I - DEFINITIONS

1.1  ACCRUED  BENEFIT.   The  term  Accrued  Benefit  means  the  value  of  the
     Participant's Account on any applicable date.

1.2  ADDITIONAL   MATCHING   CONTRIBUTIONS.   The   term   Additional   Matching
     Contributions means additional discretionary Matching Contributions made to
     the Plan by the  Employer,  as  authorized  by its  Board of  Directors  by
     resolution.  Additional Matching Contributions shall be treated as Matching
     Contributions for nondiscrimination testing and allocation purposes.

1.3  ADOPTION  AGREEMENT.  The term  Adoption  Agreement  means  the  prescribed
     agreement by which the Employer  adopts this Plan, and which sets forth the
     elective provisions of this Plan as specified by the Employer.

1.4  ALTERNATE  PAYEE.  The term Alternate Payee means a person,  other than the
     Participant,  identified  under a QDRO to be a recipient  of part or all of
     the Participant's benefit under the Plan.

1.5  ANNUITY.  The term Annuity means a series of payments made over a specified
     period of time.

1.6  ANNUITY  CONTRACT.  The term  Annuity  Contract  means  the  group  annuity
     contract form issued by the Insurance Company to fund the benefits provided
     under  this Plan,  as such  contract  may be  amended  from time to time in
     accordance   with  the  terms  thereof.   The  Employer  will  specify  and
     communicate to its Employees the types of investments  available under this
     Plan and Annuity Contract.

1.7  ANNUITY  STARTING DATE. The term Annuity  Starting Date means the first day
     of the first  period for which an amount is paid as an Annuity or any other
     form.

1.8  BENEFICIARY.  The term  Beneficiary  means the beneficiary or beneficiaries
     entitled to any benefits under a Participant's  Account  hereunder upon the
     death of a Participant,  Beneficiary or Alternate Payee pursuant to a QDRO.
     If any Life  Insurance  Policy is  purchased  on the life of a  Participant
     hereunder, the Beneficiary under such Policy shall be designated separately


Article I - Definitions                 1                       October 27, 1995







     therein.  However, any such Beneficiary designation shall be subject to the
     terms of Section 3C.

     A  Participant's  Beneficiary  shall  be his  Spouse,  if any,  unless  the
     Participant  designates  a person  or  persons  other  than his  Spouse  as
     Beneficiary with his Spouse's written consent.  A Participant may designate
     a Beneficiary on the form approved by the Plan Administrator.

     If any distribution is made to a Beneficiary in the form of an Annuity, and
     if such Annuity provides for a death benefit,  then such Beneficiary  shall
     also have a right to designate a beneficiary and to change that beneficiary
     from time to time. As an  alternative  to receiving the benefit in the form
     of an Annuity,  the  Beneficiary may elect to receive a single cash payment
     or any other form of payment  provided  by the  Employer's  election in the
     Adoption Agreement.

     If no Beneficiary  has been  designated  pursuant to the provisions of this
     Section,  or if no  Beneficiary  survives  the  Participant  and  he has no
     surviving Spouse, then the Beneficiary under the Plan shall be the deceased
     Participant's  surviving  children  in equal  shares  or,  if there  are no
     surviving children,  the Participant's  estate. If a Beneficiary dies after
     becoming  entitled  to  receive a  distribution  under the Plan but  before
     distribution  is made to him in full, and if no other  Beneficiary has been
     designated to receive the balance of the  distribution  in that event,  the
     estate of the deceased Beneficiary shall be the Beneficiary for the balance
     of the distribution.

     If the Employer so elects in the  Adoption  Agreement,  an Alternate  Payee
     and/or  Beneficiary  shall be  allowed  to  direct  the  investment  of his
     segregated portion of the Participant's Account, pursuant to Section 5A. An
     individual who is designated as an Alternate  Payee in a QDRO relating to a
     Participant's  benefits  under this Plan shall be treated as a  Beneficiary
     hereunder, to the extent provided by such order.

1.9  BOARD OF DIRECTORS.  The term Board of Directors means the Employer's board
     of directors or other comparable governing body.

1.10 CODA. The term CODA means cash or deferred arrangement as described in Code
     section 401(k) and the regulations thereunder.

1.11 CODE.  The term Code means the Internal  Revenue  Code of 1986,  as amended
     from time to time.

1.12 COMPENSATION.  The term Compensation  means  Compensation as defined below.
     For any Self-Employed Individual covered under the Plan, Compensation shall
     mean Earned Income. Compensation shall include only that Compensation which
     is actually paid to the  Participant  during the  applicable  Determination
     Period.  Except as  provided  elsewhere  in this Plan,  the  "Determination
     Period"  shall  be the  period  elected  by the  Employer  in the  Adoption
     Agreement.  If the Employer  makes no election,  the  Determination  Period
     shall be the Plan Year.



Article I - Definitions                 2                       October 26, 1995







     An Employer may elect in the Adoption Agreement to use one of the following
     definitions of Compensation for purposes of allocating all contributions:

     (a)  Wages,  Tips,  and Other  Compensation  Box on Form W-2.  (Information
          required  to be reported  under Code  sections  6041,  6051 and 6052).
          Wages  within  the  meaning  of Code  section  3401(a)  and all  other
          payments of compensation to an Employee by the Employer (in the course
          of the  Employer's  trade or  business)  for  which  the  Employer  is
          required  to  furnish  the  Employee  a written  statement  under Code
          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 wage's  based on the  nature or
          location of the  employment  or the  services  performed  (such as the
          exception for agricultural labor in Code section 3401(a)(2)).

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

     (c)  415  safe-harbor   compensation.   Wages,   salaries,   and  fees  for
          professional  services and other amounts  received  (without regard to
          whether  or not an  amount  is paid in  cash)  for  personal  services
          actually  rendered  in the  course  of  employment  with the  Employer
          maintaining  the Plan to the extent that the amounts are includable in
          gross  income  (including,   but  not  limited  to,  commissions  paid
          salesmen,  compensation  for services on the basis of a percentage  of
          profits,  commissions on insurance  premiums,  tips,  bonuses,  fringe
          benefits,  and  reimbursements  or other  expense  allowances  under a
          nonaccountable  plan as  described  in Code  section  1.62-2(c)),  and
          excluding the following:

          (1)  Employer  contributions to a plan of deferred  compensation which
               are not includable in the Employee's gross income for the taxable
               year in which  contributed,  or  Employer  contributions  under a
               simplified employee pension plan to the extent such contributions
               are deductible by the Employee,  or any distributions from a plan
               of deferred compensation;

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

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

          (4)  Other  amounts   which   received   special  tax   benefits,   or
               contributions made by the Employer (whether or not under a salary
               reduction  agreement) towards the purchase of an annuity contract
               described in Code section 403(b) (whether


Article I - Definitions                 3                           May 16, 1997








               or not the contributions  are actually  excludable from the gross
               income of the Employee).

     (d)  Modified   Wages,   Tips,   and   Other   Compensation   Box  on  Form
          W-2.Compensation  as defined in subsection  (a) above,  but reduced by
          all of the  following  items  (even if  includable  in gross  income):
          reimbursements or other expense  allowances,  fringe benefits (cash or
          noncash),   moving  expenses,   deferred  compensation,   and  welfare
          benefits.  This  definition may not be used by  standardized  plans or
          plans using a  contribution  or allocation  formula that is integrated
          with Social Security.

     (e)  Modified Section 3401 (a) wages. Compensation as defined in subsection
          (b)  above,  but  reduced  by all  of the  following  items  (even  if
          includable  in  gross   income):   reimbursements   or  other  expense
          allowances,  fringe  benefits  (cash  or  noncash),  moving  expenses,
          deferred compensation,  and welfare benefits.  This definition may not
          be used by  standardized  plans  or  plans  using  a  contribution  or
          allocation formula that is integrated with Social Security.

     (f)  Modified  415  safe-harbor  compensation.  Compensation  as defined in
          subsection (c) above,  but reduced by all of the following items (even
          if  includable  in gross  income):  reimbursements  or  other  expense
          allowances,  fringe  benefits  (cash  or  noncash),  moving  expenses,
          deferred compensation,  and welfare benefits.  This definition may not
          be used by  standardized  plans  or  plans  using  a  contribution  or
          allocation formula that is integrated with Social Security.

     (g)  Regular  or base  salary or  wages.  Regular  or base  salary or wages
          (excluding overtime and bonuses) received during the applicable period
          by the Employee from the Employer.  This definition may not be used by
          standardized plans or plans using a contribution or allocation formula
          that is integrated with Social Security.

     (h)  Regular or base salary wages plus overtime and/or bonuses.  Regular or
          base salary or wages, plus either or both overtime and/or bonuses,  as
          elected by the Employer in the Adoption Agreement, received during the
          applicable  period by the Employee from the Employer.  This definition
          may not be used by standardized plans or plans using a contribution or
          allocation formula that is integrated with Social Security.

     (i)  A reasonable alternative  definition of Compensation,  as that term is
          used  in  Code  section  414(s)(3)  and  the  regulations  thereunder,
          provided  that  the  definition  does  not  favor  Highly  Compensated
          Employees and satisfies the nondiscrimination  requirements under Code
          section 414(s).  This definition may not be used by standardized plans
          or plans using a contribution or allocation formula that is integrated
          with Social Security.

     Notwithstanding  the  above,  if elected by the  Employer  in the  Adoption
     Agreement,  Compensation  shall include any amount which is  contributed by
     the  Employer  pursuant to a salary  reduction  agreement  and which is not
     includable  in the gross income of the Employee  under Code  sections  125,
     402(e)(3), 402(h)(1)(B) or 403(b).


Article I - Definitions                 4                       October 26, 1995







     For years  beginning  on or after  January 1, 1989,  and before  January 1,
     1994, the annual  Compensation of each  Participant  taken into account for
     determining  all benefits  provided  under the Plan for any Plan Year shall
     not exceed $200,000.  This limitation shall be adjusted by the Secretary at
     the same time and in the same manner as under Code section 415(d) (unless a
     lesser amount is elected by the Employer in the Adoption Agreement), except
     that the dollar  increase  in effect on January I of any  calendar  year is
     effective  for Plan Years  beginning  in such  calendar  year and the first
     adjustment to the $200,000 limitation is effective on January 1, 1990.

     For  Plan  Years  beginning  on  or  after  January  1,  1994,  the  annual
     Compensation  of each  Participant  taken into account for  determining all
     benefits  provided  under  the Plan  for any Plan  Year  shall  not  exceed
     $150,000,  as adjusted 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  Determination  Period beginning in such
     calendar year.

     If a Determination  Period consists of fewer than 12 calendar months,  then
     the annual compensation limit is an amount equal to the annual compensation
     limit  for the  calendar  year in which  the  compensation  period  begins,
     multiplied  by the ratio  obtained by dividing the number of full months in
     the period by 12.

     In  determining  the  Compensation  of a  Participant  for purposes of this
     limit, the rules of Code section 414(q)(6) shall apply,  except in applying
     such  rules,  the  term  "family"  shall  include  only the  spouse  of the
     Participant  and any lineal  descendants  of the  Participant  who have not
     attained  age 19  before  the  close of the  year.  If,  as a result of the
     application  of such  rules,  the  adjusted  annual  Compensation  limit is
     exceeded,   then  (except  for  purposes  of  determining  the  portion  of
     Compensation up to the  integration  level if this Plan uses a contribution
     or allocation  formula that is integrated with Social Security),  the limit
     shall be prorated among the affected individuals in proportion to each such
     individual's  Compensation  as  determined  under this Section prior to the
     application of this limit.

     If Compensation for any prior Determination Period is taken into account in
     determining an Employee's  contributions  or benefits for the current year,
     the  Compensation  for such  prior  Determination  Period is subject to the
     applicable annual  compensation  limit in effect for that prior period. For
     this purpose,  in  determining  allocations  in Plan Years  beginning on or
     before  January  1,  1989,  the  annual  compensation  limit in effect  for
     Determination  Periods  before  that  date is  $200,000.  In  addition,  in
     determining  allocations  in Plan Years  beginning  on or after  January 1,
     1994, the annual  compensation  limit in effect for  Determination  Periods
     beginning before that date is $150,000.

1.13 CONSIDERED  NET PROFITS.  The term  Considered Net Profits means the entire
     amount of the accumulated or current operating profits  (excluding  capital
     gains  from the sale or  involuntary  conversion  of  capital  or  business
     assets) of the Employer  after all expenses and charges  other than (1) the
     Employer  contribution  to  this  and any  other  qualified  plan,  and (2)
     federal,  state or  local  taxes  based  upon or  measured  by  income,  as
     determined by the Employer,  either on an estimated basis or a final basis,
     in accordance with the generally accepted accounting principles used by the
     Employer. When, for any Plan Year, the amount of Considered Net Profits has


Article I - Definitions                 5                       October 26, 1995







     been determined by the Employer,  and the Employer contribution made on the
     basis of such  determination,  such determination and contribution shall be
     final and  conclusive  and shall not be  subject  to change  because of any
     adjustments  in income or expense  which may be  required  by the  Internal
     Revenue Service or otherwise.  Such  determination and contribution  shall.
     not be open to  question  by any  Participant  either  before  or after the
     Employer contribution has been made.

     In the case of an Employer that is a non-profit entity, the term Considered
     Net Profits means the entire amount of the accumulated or current operating
     surplus (excluding capital gains from the sale or involuntary conversion of
     capital or business  assets) of the Employer after all expenses and charges
     other than (1) the  contribution  made by the Employer to the Plan, and (2)
     federal,  state or  local  taxes  based  upon or  measured  by  income,  in
     accordance with the generally  accepted  accounting  principles used by the
     Employer.

1.14 CONTRIBUTION  PERIOD.  The term  Contribution  Period  means  that  regular
     period,  specified by the Employer in its Adoption Agreement, for which the
     Employer shall make Employer contributions, if any, and that regular period
     specified by the Employer in its Adoption Agreement, for which Participants
     may  make   Employee   Contributions,   if  any,  and   Elective   Deferral
     Contributions,  if any. The first  Contribution  Period may be an irregular
     period,  not longer than one month,  commencing  not prior to the Effective
     Date.  However,   the  first  Contribution  Period  for  Elective  Deferral
     Contributions  may not  commence  before the later of the Plan's  Effective
     Date or adoption date.

1.15 DAVIS-BACON  ACT. The term  Davis-Bacon  Act means the  Davis-Bacon Act (40
     U.S.C.  section  276(a) et seq.,  as  amended  from  time to  time),  which
     guarantees  minimum  wages to laborers  and  mechanics  employed on Federal
     government contracts for the construction,  alteration,'or repair of public
     buildings or works.  The minimums are the amounts found by the Secretary of
     Labor to be prevailing for similar workers in the area in which the work is
     to be done.

     The term "wages" as used in the  Davis-Bacon  Act includes,  in addition to
     the basic hourly rate of pay,  contributions  irrevocably  made to trustees
     for  pension  benefits  for  laborers  and  mechanics  employed  on Federal
     government  contracts  and the  cost of  other  fringe  benefits.  However,
     overtime  pay is to be computed  only on the basis of the basic hourly rate
     of pay.

1.16 DISABILITY.  The term Disability means a Participant's incapacity to engage
     in any substantial  gainful  activity  because of a medically  determinable
     physical or mental  impairment which can be expected to result in death, or
     which has lasted or can be expected to last for a continuous  period of not
     less than 12 months. The performance and degree of such impairment shall be
     supported by medical  evidence.  All Participants in similar  circumstances
     shall be treated alike.

     If  elected  by the  Employer  in the  Adoption  Agreement,  nonforfeitable
     contributions  will  be  made  to the  Plan  on  behalf  of  each  disabled
     Participant who is not a Highly Compensated Employee (within the meaning of
     Section 1.29 of the Plan).


Article I - Definitions                 6                       October 26, 1995







1.17 DISABILITY  RETIREMENT DATE. The term Disability  Retirement Date means the
     first day of the month after the Plan  Administrator  has determined that a
     Participant's  incapacity is a Disability.  A Participant  who retires from
     the Service of the Employer as of his Disability Retirement Date shall have
     a  Vesting   Percentage  of  100%  and  shall  be  entitled  to  receive  a
     distribution of the entire value of his Participant's  Account and any Life
     Insurance Policies,  or the values thereof, as of his Disability Retirement
     Date, subject to the provisions of Section 3A and Section 3C.

1.18 EARLY  RETIREMENT  DATE.  If the  Employer  has  specified  in its Adoption
     Agreement  that  Early  Retirement  is  permitted,   then  the  term  Early
     Retirement  Date means the first day of the month  coinciding  with or next
     following  the  date a  Participant  is  separated  from  Service  with the
     Employer for any reason other than death or  Disability,  provided  that on
     such date the  Participant  has  attained the  conditions  specified by the
     Employer  in its  Adoption  Agreement  and  has  not  attained  his  Normal
     Retirement  Age. A Participant who retires from the Service of the Employer
     on his Early  Retirement  Date shall have a Vesting  Percentage of 100% and
     shall be  entitled  to receive a  distribution  of the entire  value of his
     Participant's  Account  and any  Life  Insurance  Policies,  or the  values
     thereof,  as of his Early  Retirement  Date,  subject to the  provisions of
     Section 3A and Section 3C.

     If  a  Participant   separates  from  Service  before  satisfying  the  age
     requirement   for  Early   Retirement,   but  has   satisfied  the  Service
     requirement,  the Participant shall be 100% vested as of his Termination of
     Employment  date,  but he will not be eligible  for a  distribution  of the
     entire  value  of his  Participant's  Account  until  satisfying  such  age
     requirement.

1.19 EARNED  INCOME.  The  term  Earned  Income  means  the  net  earnings  from
     self-employment  in the trade or business With respect to which the Plan is
     established,  and for which the personal  services of the  individual are a
     material  income-producing  factor. Net earnings will be determined without
     regard to items not included in gross income and the  deductions  allocable
     to such  items.  Net  earnings  are  reduced by  contributions  made by the
     Employer to a qualified  plan to the extent  deductible  under Code section
     404.

     Net earnings shall be determined  with regard to the deductions  allowed to
     the  taxpayer by Code  section  164(f) for taxable  years  beginning  after
     December 31, 1989.

1.20 EFFECTIVE  DATE.  The term  Effective  Date means the date specified by the
     Employer in its Adoption Agreement as the Effective Date of the Plan.

1.21 ELECTIVE DEFERRAL  CONTRIBUTIONS.  The term Elective Deferral Contributions
     means contributions made by the Employer to the Plan at the election of the
     Participant, in lieu of cash compensation,  and shall include contributions
     made pursuant to a Salary Deferral Agreement or other-deferral mechanism.

     With respect to any taxable year, a Participant's  elective deferral is the
     sum of all  Employer  contributions  made on  behalf  of  such  Participant
     pursuant to an election to defer under any CODA,  any  simplified  employee
     pension cash or deferred arrangement as described in section  402(h)(1)(B),
     any eligible  deferred  compensation  plan as described in section 457, any
     plan described in  section 501(c)(18), and any  Employer contributions made


Article I - Definitions                 7                       October 29, 1996







     on the behalf of a  Participant  for the  purchase  of an annuity  contract
     under section 403(b) pursuant to a salary reduction agreement.

     Elective  Deferral  Contributions  shall not  include  those  contributions
     properly  distributed  as Excess  Annual  Additions,  as defined in Section
     4C.1(b).

1.22 EMPLOYEE.  The term Employee means any employee of the Employer maintaining
     the Plan or any other employer required to be aggregated with such Employer
     under Code sections 414(b), (c), (m), or (o).

     The term  Employee  also  includes  any  Leased  Employee  deemed  to be an
     Employee of the Employer in accordance with Code sections 414(n) or (o).

1.23 EMPLOYEE CONTRIBUTIONS. The term Employee Contributions means contributions
     to this Plan or any other plan,  that are designated or treated at the time
     of  contribution  as after-tax  contributions  made by the Employee and are
     allocated to a separate account to which  attributable  earnings and losses
     are  allocated.   Such  term  includes  Required  Employee   Contributions,
     Voluntary Employee  Contributions,  Prior Required Employee  Contributions,
     and Prior Voluntary Employee Contributions.

1.24 EMPLOYER.  The term  Employer  means the employer that adopts this Plan. In
     the case of a group of Employers  that  constitutes  a controlled  group of
     corporations (as defined in Code section 414(b)) or that constitutes trades
     or businesses  (whether or not incorporated)  that are under common control
     (as defined in section  414(c)) or that  constitutes an affiliated  service
     group (as defined in section 414(m)), Service with all such employers shall
     be  considered  Service with the Employer for purposes of  eligibility  and
     vesting. The term Employer shall also mean any Adopting Employer as defined
     in Section  6E.2.  A state or local  government  or  political  subdivision
     thereof,  or any agency or  instrumentality  thereof,  or any  organization
     exempt from tax under Subtitle A of the code, may not elect a 401(k) option
     (CODA) in the Adoption Agreement.

1.25 ENTRY DATE.  The term Entry Date means  either the  Effective  Date or each
     applicable  date  thereafter  as  specified by the Employer in its Adoption
     Agreement,  when an Employee who has fulfilled the eligibility requirements
     commences participation in the Plan.

     If an  Employee  is not in the  active  Service of the  Employer  as of his
     initial Entry Date, his subsequent  Entry Date shall be the date he returns
     to the  active  Service  of the  Employer,  provided  he  still  meets  the
     eligibility  requirements.  If an Employee does not enroll as a Participant
     as of his  initial  Entry  Date,  his  subsequent  Entry  Date shall be the
     applicable  Entry  Date  as  specified  by the  Employer  in  the  Adoption
     Agreement when the Employee actually enrolls as a Participant.

1.26 ERISA. The term ERISA means the Employee  Retirement Income Security Act of
     1974 (PL93-406) as it may be amended from time to time, and any regulations
     issued pursuant thereto as such Act and such  regulations  affect this Plan
     and Trust.


Article I - Definitions                 8                       October 26, 1995







1.27 FIDUCIARY.  The  term  Fiduciary  means  any or all  of the  following,  as
     applicable:

     (a)  Any  Person  who  exercises  any  discretionary  authority  or control
          respecting the management of the Plan or its assets;

     (b)  Any  Person  who  renders   investment  advice  for  a  fee  or  other
          compensation,  direct  or  indirect,  respecting  any  monies or other
          property of the Plan or has authority or responsibility to do so;

     (c)  Any Person who has  discretionary  authority or  responsibility in the
          administration of
                  the Plan;

     (d)  Any Person who has been  designated by a Named  Fiduciary  pursuant to
          authority  granted  by the  Plan,  who acts to carry  out a  fiduciary
          responsibility,   subject  to  any  exceptions   granted  directly  or
          indirectly by ERISA.

1.28 FORFEITURE.  The term  Forfeiture  means the  amount,  if any, by which the
     value of, a  Participant's  Account  exceeds his Vested  Interest  upon the
     occurrence of an immediate Break-in-Service, a 1-Year Break-in-Service or 5
     consecutive  1-Year  Breaks-in-Service,  as elected by the  Employer in its
     Adoption Agreement  pursuant to Section 3D.5,  following such Participant's
     Termination of Employment.

1.29 HIGHLY COMPENSATED EMPLOYEE.  The term Highly Compensated Employee includes
     both Highly  Compensated  Active  Employees and Highly  Compensated  Former
     Employees.

     As  elected  by the  Employer  in the  Adoption  Agreement,  the  method to
     determine Highly Compensated Employees shall be:

     (a)  Traditional  Method: A "Highly  Compensated  Active Employee" includes
          any  Employee  who  performs  service  for  the  Employer  during  the
          Determination Year and who, during the Look-Back Year;

          (1)  Received  Compensation from the Employer in excess of $75,000 (as
               adjusted pursuant to Code section 415(d)); or

          (2)  Received  Compensation from the Employer in excess of $50,000 (as
               adjusted pursuant to Code section 415(d)) and was a member of the
               top-paid group for such year; or

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

          The term Highly Compensated Employee also includes:  (1) Employees who
          are  described in the  preceding  sentence if the term  "Determination
          Year" is substituted for the  term "Look-Back Year" and who are one of


Article I - Definitions                 9                       October 26, 1995







          the 100 employees who received the most Compensation from the Employer
          during the  Determination  Year;  and (2)  Employees who are 5-percent
          owners at any time during the Look-Back Year or Determination Year.

          If no officer has satisfied the Compensation  requirement of (3) above
          during either a Determination Year or Look-Back Year, the highest paid
          officer  for such  year  shall  be  treated  as a  Highly  Compensated
          Employee.

          For this purpose,  the Determination  Year shall be the Plan Year. The
          Look-Back  Year shall be the period  elected  by the  Employer  in the
          Adoption Agreement.

          A "Highly  Compensated  Former  Employee"  includes  any  Employee who
          separated from Service (or was deemed to have separated)  prior to the
          Determination  Year,  performs no service for the Employer  during the
          Determination  Year, and was a highly  compensated active employee for
          either the  separation  year or any  Determination  Year  ending on or
          after the Employee's 55th birthday.

          If an Employee is, during a  Determination  Year or Look-Back  Year, a
          family  member of either a 5-percent  owner who is an active or former
          Employee or a Highly  Compensated  Employee  who is one of the 10 most
          Highly Compensated  Employees ranked on the basis of Compensation paid
          by the  Employer  during  such  year  (a "Top  10  Highly  Compensated
          Employee"),  then the family member and the 5-percent  owner or Top 10
          Highly  Compensated  Employee shall be  aggregated.  In such case, the
          family  member  and  5-percent  owner  or  Top 10  Highly  Compensated
          Employee shall be treated as a single Employee receiving  Compensation
          and  Plan   contributions  or  benefits  equal  to  the  sum  of  such
          Compensation  and  contributions  or benefits of the family member and
          5-percent owner or Top 10 Highly Compensated Employee. For purposes of
          this Section,  the term "family  member"  includes the Spouse,  lineal
          ascendants and  descendants of the Employee or former Employee and the
          spouses of such lineal ascendants and descendants.

          The determination of who is a Highly Compensated  Employee,  including
          the  determinations of the number and identity of the Employees in the
          top-paid group, the top 100 Employees, the number of Employees treated
          as officers and the Compensation  that is considered,  will be made in
          accordance with Code section 414(q) and the regulations thereunder.

          For purposes of this definition,  Compensation shall mean compensation
          as defined in Code section  415(c)(3)  except that  elective or salary
          reduction  contributions  to a cafeteria plan,  CODA or  tax-sheltered
          annuity shall be included in Compensation.

     (b)  Simplified  Method For Employers In More than One Geographic  Area: If
          elected by the Employer in the  Adoption  Agreement,  the  Traditional
          Method above will be modified by  substituting  $50,000 for $75,000 in
          (1) and by  disregarding  (2).  This  simplified  definition of Highly
          Compensated Employee will apply to Employers that maintain significant


Article I - Definitions                 10                      October 26, 1995







          business   activities   (and  employ   Employees)   in  at  least  two
          significant, separate geographic areas.

     (c)  Alternative  Simplified  Method:  If  elected by the  Employer  in the
          Adoption Agreement,  Highly Compensated  Employees shall be determined
          as follows: A Highly Compensated Active Employee includes any Employee
          who performs  service for the Employer during the  Determination  Year
          and who:

          (1)  Is a 5-percent owner; or

          (2)  Received  Compensation from the Employer in excess of $75,000 (as
               adjusted pursuant to Code section 415(d)), or

          (3)  Received  Compensation from the Employer in excess of $50,000 (as
               adjusted pursuant to Code section 415(d)) and was a member of the
               top-paid group for such year; or

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

          Under this  simplified  definition,  the look-back  provisions of Code
          section 414(q) do not apply.

     (d)  Alternative  Simplified  Method  With  Snapshot:  If  the  Alternative
          Simplified  Method of  determining  Highly  Compensated  Employees  is
          selected  by the  Employer,  the  Employer  may elect in the  Adoption
          Agreement   to   substantiate   that  the  Plan   complies   with  the
          nondiscrimination  requirements  on the basis of the  Employer's  work
          force on a single  day  during  the Plan  Year,  provided  that day is
          reasonably  representative of the Employer's work force and the Plan's
          coverage throughout the Plan Year. The day elected by the Employer and
          indicated on the Adoption Agreement shall be the "Snapshot Day."

          To apply the Alternative Simplified Method on a snapshot basis:

          (1)  The Employer  determines who is a Highly Compensated  Employee on
               the basis of the data as of the Snapshot Day,  except as provided
               in (3) below.

          (2)  If the determination of who is a Highly  Compensated  Employee is
               made earlier than the last day of the Plan Year,  the  Employee's
               Compensation  that is used to determine an Employee's status must
               be  projected  for  the  Plan  Year  under  a  reasonable  method
               established by the Employer.

          (3)  If there are  Employees  not employed on the Snapshot Day who are
               taken into  account in  testing,  they must be  determined  to be
               either Highly  Compensated  Employees or  non-Highly  Compensated
               Employees. In addition  to those Employees  who are determined to


Article I - Definitions                 11                      October 26, 1995







               be Highly  Compensated  Employees on the Plan's Snapshot Day, the
               Employer must treat as a Highly Compensated Employee any eligible
               Employee for the Plan Year who:

               (a)  Terminated  employment  prior to the  Snapshot Day and was a
                    Highly Compensated Employee in the prior Plan Year;

               (b)  Terminated  employment prior to the Snapshot Day and (i) was
                    a 5- percent owner,  or (ii) has  Compensation  for the Plan
                    Year greater than or equal to the projected  Compensation of
                    any Employee who is treated as a Highly Compensated Employee
                    on the  Snapshot  Day (except for  Employees  who are Highly
                    Compensated  Employees  solely  because  they are  5-percent
                    owners  or  officers),  or  (iii)  was an  officer  and  has
                    Compensation   greater  than  or  equal  to  the   projected
                    Compensation   of  any  other   officer   who  is  a  Highly
                    Compensated Employee on the Snapshot Day solely because that
                    person is an officer; or

               (c)  Becomes  employed  after  the  Snapshot  Day  and  (i)  is a
                    5-percent  owner, or (ii) has Compensation for the Plan Year
                    greater than or equal to the projected  Compensation  of any
                    Employee who is treated as a Highly Compensated  Employee on
                    the  Snapshot  Day  (except  for  Employees  who are  Highly
                    Compensated  Employees  solely  because  they are  5-percent
                    owners  or  officers),  or  (iii)  is  an  officer  and  has
                    Compensation   greater  than  or  equal  to  the   projected
                    Compensation  of any  officer  who is a  Highly  Compensated
                    Employee on the Snapshot  Day solely  because that person is
                    an officer.

1.30 INSURANCE  COMPANY.  The term Insurance Company means  Connecticut  General
     Life Insurance Company, a legal reserve life insurance company of Hartford,
     Connecticut.  If any company other than Connecticut  General Life Insurance
     Company has issued any Life Insurance  Policy held by the Trustee under the
     Plan, then with respect to such Policy only and matters pertaining directly
     thereto,  the term Insurance Company shall be deemed to refer to such other
     issuing company.

1.31 LATE RETIREMENT  DATE. The term Late Retirement Date means the first day of
     the month  coinciding  with or next  following  the date a  Participant  is
     separated from Service with the Employer after his Normal  Retirement  Age,
     for any reason other than death.

1.32 LEASED  EMPLOYEE.  The term Leased Employee means any person (other than an
     Employee of the recipient  Employer) who,  pursuant to an agreement between
     the recipient Employer and any other person ("leasing  organization"),  has
     performed  services  for the  recipient  Employer  (or  for  the  recipient
     Employer 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


Article I - Definitions                 12                      October 26, 1995




 


     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
     Employer if: such employee is covered by a money  purchase  pension plan of
     the  leasing   organization   providing:   (a)  a  nonintegrated   employer
     contribution  rate of at least 10  percent of  compensation,  as defined in
     Code section 415(c)(3),  but including amounts  contributed by the employer
     pursuant to a salary  reduction  agreement  which are  excludable  from the
     Leased  Employee's gross income under Code section 125, section  402(e)(3),
     section  402(h)(1)(B) or section 403(b), (b) immediate  participation,  and
     (c) full and immediate vesting; and Leased Employees do not constitute more
     than 20 percent of the recipient's non-highly compensated work force.

1.33 LIFE ANNUITY.  The term Life Annuity means an Annuity payable over the life
     or life expectancy of one or more individuals.

1.34 LIFE INSURANCE  POLICY.  The term Life Insurance Policy (or Policy) means a
     policy of individual life insurance purchased from the Insurance Company on
     the life of any Participant.

1.35 MATCHING   CONTRIBUTIONS.    The   term   Thatching   Contributions   means
     contributions made by the Employer to the Plan for a Participant on account
     of  either   Elective   Deferral   Contributions   or   Required   Employee
     Contributions.  In  addition,  any  Forfeiture  reallocated  as a  Matching
     Contribution  shall be considered a Matching  Contribution  for purposes of
     this Plan. If elected by the Employer in the Adoption  Agreement,  Matching
     Contributions  shall be made out of  Considered  Net  Profits  in an amount
     specified  by the  Employer  in  its  Adoption  Agreement  for  each  $1.00
     contributed  as either an  Elective  Deferral  Contribution  or a  Required
     Employee Contribution, as further specified by the Employer in its Adoption
     Agreement.   The  term  Matching  Contributions  shall  include  Additional
     Matching Contributions.

     Should  there be  insufficient  Considered  Net Profits of the Employer for
     such Employer  contribution,  the amount of such Matching Contributions may
     be diminished to the amount that can be made from the Employer's Considered
     Net Profits.

     The  Employer  may  designate  at the  time of  contribution  that all or a
     portion of such Matching  Contributions  be treated as Qualified  Thatching
     Contributions.

     If elected by the Employer in the Adoption Agreement, Partners shall not be
     entitled to receive  Matching  Contributions.  If Partners  are entitled to
     receive  Matching  Contributions,  such  Contributions  shall be considered
     Elective Deferral Contributions for all purposes under this Plan.

1.36 MONEY  PURCHASE  PENSION  CONTRIBUTIONS.  The term Money  Purchase  Pension
     Contributions  means  contributions  made to the  Plan by the  Employer  in
     accordance with a definite formula as specified in the Adoption Agreement.


Article I - Definitions                 13                         July 17, 1996







1.37 NAMED FIDUCIARY.  The term Named Fiduciary means the  Administrator and any
     other Fiduciary designated by the Employer, and any successor thereto.

1.38 NONELECTIVE   CONTRIBUTIONS.   The  term  Nonelective  Contributions  means
     contributions  made  to the  Plan  by the  Employer  in  accordance  with a
     definite formula as specified in the Adoption  Agreement.  The Employer may
     designate at the time of  contribution  that the  Nonelective  Contribution
     shall be treated as a Qualified Nonelective Contribution.

1.39 NON-TRUSTEED.  The term Non-Trusteed  means that the Employer has specified
     in the Adoption  Agreement  that there will not be a Trust as a part of the
     Plan.  Contributions under a Non-Trusteed plan will be made directly to the
     Insurance Company. If the Employer specifies in the Adoption Agreement that
     the Plan is  Non-Trusteed,  then the  terms  and  provisions  of this  Plan
     relating to the Trust shall be of no force or effect.

1.40 NORMAL  RETIREMENT  AGE.  The term  Normal  Retirement  Age  means  the age
     selected in the Adoption  Agreement.  If the Employer  enforces a mandatory
     retirement  age, the Normal  Retirement Age is the lesser of that mandatory
     age or the age specified in the Adoption Agreement.

     Notwithstanding  the  vesting  schedule  elected  by  the  Employer  in the
     Adoption Agreement, an Employee's right to his or her account balance shall
     be nonforfeitable upon the attainment of Normal Retirement Age.

1.41 NORMAL RETIREMENT DATE. The term Normal Retirement Date means the first day
     of  the-month  coinciding  with or next  following  the date a  Participant
     attains  his Normal  Retirement  Age.  If a  Participant  retires  from the
     Service of the Employer on his Normal  Retirement  Date, he shall receive a
     distribution of the entire value of his  Participant's  Account,  as of his
     Normal Retirement Date, subject to the provisions of Section 3A and Section
     3C.

1.42 OWNER-EMPLOYEE.  The term Owner-Employee  means an individual who is a sole
     proprietor,  or who is a Partner  owning more than 10 percent of either the
     capital or profits interest of the Partnership.

1.43 PARTICIPANT.  The term Participant means any person who has a Participant's
     Account in the Plan and/or Trust.

     If elected by the Employer in the Adoption  Agreement,  for purposes of the
     investment  of   contributions   as  described  in  Section  SA,  the  term
     Participant shall include former Participants, Beneficiaries, and Alternate
     Payees.  Former  Participants  shall  include those  Participants  who upon
     Termination of Employment  elected to defer distribution in accordance with
     Section 3A of the Plan.

1.44 PARTICIPANT'S  ACCOUNT. The term Participant's Account means the sum of the
     following sub-accounts maintained on behalf of each Participant.


Article I - Definitions                 14                      October 27, 1995







     (a)  Money  Purchase  Pension  Contributions,  if any,  plus any income and
          minus any loss thereon;

     (b)  Nonelective Contributions,  if any, plus any income and minus any loss
          thereon;

     (c)  Matching  Contributions,  if any,  plus any  income and minus any loss
          thereon;

     (d)  Qualified Nonelective Contributions, if any, plus any income and minus
          any loss thereon;

     (e)  Qualified  Matching  Contributions,  if any, plus any income and minus
          any loss thereon;

     (f)  Prior  Employer  Contributions,  if any, plus any income and minus any
          loss thereon;

     (g)  Elective Deferral Contributions, if any, plus any income and minus any
          loss thereon;

     (h)  Employee  Contributions,  if any,  plus any  income and minus any loss
          thereon;

     (i)  QVEC  Contributions,  if any,  plus  any  income  and  minus  any loss
          thereon.

     (j)  Rollover  Contributions,  if any,  plus any  income and minus any loss
          thereon;

         A  Participant's  Account  shall be invested in  accordance  with rules
         established  by the  Plan  Administrator  that  shall be  applied  in a
         consistent and nondiscriminatory manner.

1.45 PARTICIPANT'S EMPLOYER STOCK ACCOUNT. The term Participant's Employer Stock
     Account means that portion,  if any, of the Participant's  Account which is
     invested in shares of the Employer's  stock.  Such  Participant's  Employer
     Stock  Account  shall  be  credited  with  dividends  paid,  if  any.  Such
     Participant's  Employer  Stock  Account will be valued on each day that the
     public  exchange,  over which the Employer's  stock is traded,  is open for
     unrestricted trading.

     Amounts that are invested in the  Participant's  Employer Stock Account may
     be invested in any short term  account  prior to actual  investment  in the
     Participant's Employer Stock Account.

     As elected by the Employer in the Adoption Agreement:

     (a)  The Trustee will vote the shares of the  Employer's  stock invested in
          the Participant's Employer Stock Account; or

     (b)  The Trustee will vote the shares of the Employer's stock in accordance
          with any  instructions  received by the Trustee from the  Participant.
          The Trustee  may request  voting  instructions  from the  Participants
          provided this is done in a consistent and nondiscriminatory manner.


Article I - Definitions                 15                      October 27, 1995







     The ability of a Participant  who is subject to the reporting  requirements
     of section 16(a) of the Securities Exchange Act of 1934 (the "Act") to make
     withdrawals  or investment  changes  involving the  Participant's  Employer
     Stock Account may be restricted  by the Plan  Administrator  to comply with
     the rules under section 16(b) of the Act.

     A money purchase pension plan making an initial investment in shares of the
     Employer's  stock after  December 31, 1974,  may not acquire  shares to the
     extent that the aggregate fair market value of the Employer's stock held by
     the Plan will exceed 10 percent of the fair  market  value of the assets of
     the Plan.

1.46 PARTNER. The term Partner means a member of a Partnership.

1.47 PARTNERSHIP.  The term  Partnership  means a partnership as defined in Code
     section 7701(a)(2) and the regulations thereunder and includes a syndicate,
     group, pool, joint venture, or other unincorporated organization through or
     by means of which any business,  financial operation, or venture is carried
     on, and which is not a corporation  or a trust or estate within the meaning
     of the  Code-  A  joint  undertaking  merely  to  share  expenses  is not a
     Partnership.   In  addition,   mere   co-ownership  of  property  which  is
     maintained,  kept in repair,  and rented or leased  does not  constitute  a
     Partnership.

1.48 PERSON. The term Person means any natural person, partnership, corporation,
     trust or estate.

1.49 PLAN. The term Plan means this Connecticut  General Life Insurance  Company
     Defined  Contribution  Plan and the  Adoption  Agreement  as adopted by the
     Employer and as both may be amended from time to time.

1.50 PLAN ADMINISTRATOR. The term Plan Administrator means the Person or Persons
     designated  by the Employer in its Adoption  Agreement  and any  successors
     thereto.  If more than one Person shall be  designated,  the committee thus
     formed shall be known as the Administrative Committee and all references in
     the  Plan to the  Plan  Administrator  shall  be  deemed  to  apply  to the
     Administrative  Committee.  The Plan Administrator shall signify in writing
     his acceptance of his responsibility as a Named Fiduciary.

1.51 PLAN  YEAR.  The term  Plan  Year  means  the  Inconsecutive  month  period
     specified by the Employer in the Adoption Agreement.

     If the Plan Year changes to a different  12-consecutive  month period,  the
     first new Plan Year shall  begin  before the end of the last old Plan Year.
     In this event,  the period  beginning on the first day of the last old Plan
     Year and  ending on the day before the first day of the first new Plan Year
     shall be treated as a short Plan Year for  purposes of  determining  Highly
     Compensated Employees,  performing the Nondiscrimination Tests set forth in
     Section 4A, and applying the Top-Heavy  provisions of Section 7A.  However,
     Service will be credited in accordance with the provisions of Section 2A.8.



Article I - Definitions                 16                        March 27, 1996







1.52 PREVAILING  WAGE LAW.  The term  Prevailing  Wage Law means any  statute or
     ordinance that requires the Employer to pay its Employees working on public
     contracts  at wage rates not less than those  determined  pursuant  to that
     statute classes of workers in the  geographical  area where the contract is
     performed,  including the  Davis-Bacon Act and similar  Federal,  state, or
     municipal prevailing wage statutes.

1.53 PRIOR EMPLOYER  CONTRIBUTIONS.  The term Prior Employer Contributions means
     contributions  made by the  Employer  prior  to the date  indicated  on the
     Adoption Agreement.

1.54 PRIOR REQUIRED  EMPLOYEE  CONTRIBUTIONS.  The term Prior Required  Employee
     Contributions  means  Employee  post-tax  contributions  that the  Employer
     required  as either a  condition  of  participation,  or for  receiving  an
     Employer  contribution,  prior  to  the  date  indicated  on  the  Adoption
     Agreement.

1.55 PRIOR VOLUNTARY EMPLOYEE  CONTRIBUTIONS.  The term Prior Voluntary Employee
     Contributions means post-tax  contributions made voluntarily by an Employee
     prior to the date indicated on the Adoption Agreement.

1.56 QDRO.  The  term  QDRO  means  a  Qualified  Domestic  Relations  Order  as
     determined  in  accordance   with  Code  section  414(p)  and   regulations
     thereunder.

1.57 QUALIFIED MATCHING CONTRIBUTIONS. The term Qualified Matching Contributions
     means  Matching  Contributions  which are subject to the  distribution  and
     nonforfeitability requirements of Code section 401(k) when made.

1.58 QUALIFIED  NONELECTIVE   CONTRIBUTIONS.   The  term  Qualified  Nonelective
     Contributions  means  Nonelective  Contributions  made by the  Employer and
     allocated to Participants'  accounts that the Participants may not elect to
     receive in cash until  distributed  from the Plan; that are  nonforfeitable
     when  made;  and  that  are  distributable  only  in  accordance  with  the
     distribution   provisions   that  are   applicable  to  Elective   Deferral
     Contributions and Qualified Matching Contributions.

1.59 QVEC  CONTRIBUTIONS.  The term QVEC  Contributions  means voluntary amounts
     contributed  by the  Participant  prior  to  January  1,  1987,  which  the
     Participant  designated in writing were eligible for a tax deduction  under
     Code section 219(a).

     QVEC Contributions will be maintained in a separate account,  which will be
     nonforfeitable  (i.e., 100% vested) at all times. The account will share in
     the gains and  losses  under the Plan in the same  manner as  described  in
     Section SA.3 of the Plan.

1.60 REQUIRED EMPLOYEE  CONTRIBUTIONS.  The term Required Employee Contributions
     means Employee post-tax  contributions that the Employer requires either as
     a condition of participation or for receipt of an Employer contribution.

1.61 ROLLOVER  CONTRIBUTION.  The term  Rollover  Contribution  means an  amount
     representing all or part of a distribution from a pension or profit sharing
     plan meeting the requirements of Code section 401(a), which is eligible for


Article I - Definitions                 17                        March 27, 1996







     rollover to this Plan in accordance with the requirements set forth in Code
     section  402  (including  Direct  Rollovers)  or  Code  section  408(d)(3),
     whichever is applicable.

1.62 SALARY  DEFERRAL  AGREEMENT.  The term Salary  Deferral  Agreement means an
     agreement  between a  Participant  and the  Employer to defer  receipt of a
     portion  of the  Participant's  Compensation  by making  Elective  Deferral
     Contributions to the Plan.

1.63 SELF-EMPLOYED  INDIVIDUAL.  The  term  Self-Employed  Individual  means  an
     individual  who has Earned  Income for the  taxable  year from the trade or
     business for which the Plan is  established;  also, an individual who would
     have Earned  Income but for the fact that the trade or business  had no net
     profits for the taxable year.

1.64 SERIOUS FINANCIAL  HARDSHIP.  The term Serious Financial  Hardship means an
     immediate  and  heavy  financial  need  of  the   Participant   where  such
     Participant  lacks the available  resources to meet the hardship.  The Plan
     Administrator  shall make a  determination  of whether a Serious  Financial
     Hardship exists in accordance with the applicable provisions of Section 3E.

1.65 SHAREHOLDER-EMPLOYEE.  The term  Shareholder-Employee  means an Employee or
     officer  of an  electing  small  business  S  corporation  who  owns (or is
     considered as owning within the meaning of Code section 318(a)(1)),  on any
     day  during  the  taxable  year of such  corporation,  more  than 5% of the
     outstanding stock of the corporation.

1.66 SOCIAL SECURITY  INTEGRATION  LEVEL.  The term Social Security  Integration
     Level means the Social  Security  Taxable  Wage Base or such lesser  amount
     specified by the Employer in the Adoption Agreement. If the Social Security
     Taxable Wage Base is amended, the Social Security Integration Level will be
     deemed to have been amended.

1.67 SOCIAL SECURITY  TAXABLE WAGE BASE. The term Social  Security  Taxable Wage
     Base means the contribution and benefit base in effect under section 230 of
     the Social Security Act at the beginning of the Plan Year.

1.68 SPONSORING ORGANIZATION. The term Sponsoring Organization means Connecticut
     General Life Insurance  Company,  a legal reserve life insurance company of
     Hartford, Connecticut.

1.69 SPOUSE. The term Spouse means the lawful wife of a male Participant, or the
     lawful husband of a female  Participant.  However,  a former Spouse will be
     treated as the Spouse or surviving  Spouse and a current Spouse will not be
     treated as the Spouse or surviving  Spouse to the extent  provided  under a
     QDRO.

1.70 STRAIGHT  LIFE  ANNUITY.  The term  Straight  Life Annuity means an annuity
     payable in equal  installments  for the life of the  Participant,  and that
     terminates upon the Participant's death.



Article I - Definitions                 18                        March 27, 1996






1.71 TERMINATION  OF  EMPLOYMENT.  The term  Termination  of Employment  means a
     severance  of the  Employer-Employee  relationship  which occurs prior to a
     Participant's  Normal  Retirement  Age  for any  reason  other  than  Early
     Retirement, Disability, or death.

1.72 TRUE-UP  CONTRIBUTIONS.  The term True-Up  Contributions  means  Additional
     Matching  Contributions  made to the  Plan by the  Employer  so that  total
     Matching  Contributions  for each  Participant  are calculated on an annual
     basis  rather than on the basis  selected by the  Employer in the  Adoption
     Agreement.

1.73 TRUST.  The term Trust means the Trust Agreement if the Employer  specifies
     in the Adoption Agreement that the Plan is Trusteed. The Trust Agreement is
     entered into by the  Employer,  the Plan  Administrator  and the Trustee by
     completing and signing the Adoption Agreement,  which Trust Agreement forms
     a part of, and  implements  the provisions of the Plan as it applies to the
     Employer. If the Employer specifies in the Adoption Agreement that the Plan
     is Non-Trusteed, then the terms and provisions of this Plan relating to the
     Trust shall be of no force and effect.

1.74 TRUSTEE.  The term Trustee means the trustee(s)  designated by the Employer
     in its Adoption Agreement, if applicable, and any successors thereto.

1.75 VESTED INTEREST. The term Vested Interest means the nonforfeitable right to
     an immediate  or deferred  benefit on any date in the amount which is equal
     to the sum of (a), (b) and (c) below:

     (a)  The value on that date of that  portion of the  Participant's  Account
          that is  attributable to and derived from Employee  Contributions,  if
          any;

     (b)  The value on that date of the  portion  of the  Participant's  Account
          attributable to Elective  Deferral  Contributions,  if any;  Qualified
          Nonelective  Contributions,   if  any;  QVEC  Contributions,  if  any;
          Rollover Contributions,  if any; and Qualified Matching Contributions,
          if any;

     (c)  The value on that date of that  portion of the  Participant's  Account
          that is  attributable  to and derived from  contributions  made by the
          Employer  (and  Forfeitures,   if  any),  multiplied  by  his  Vesting
          Percentage determined on the date applicable.

     Employer  contributions  described  in  subsection  (c),  plus the earnings
     thereon, shall be, at any relevant time, a part of the Participant's Vested
     Interest equal to an amount ("X") determined by the following formula:

     X = P(AB+D)-D

     For purposes of applying this formula:

     P = The Participant's Vesting Percentage at the relevant time.



Article I - Definitions                 19                        March 27, 1996







     AB = The  account  balance  attributable  to such  contributions,  plus the
     earnings thereon, at the relevant time.

     D = The amount of any distribution.

1.76 VESTING  PERCENTAGE.  The term Vesting  Percentage means the  Participant's
     nonforfeitable  interest in Money Purchase Pension Contributions,  Matching
     Contributions,  Nonelective Contributions,  or Prior Employer Contributions
     credited to his Participant's  Account,  plus any income and minus any loss
     thereon.  The Vesting  Percentage  for each such Employer  contribution  is
     computed in  accordance  with one of the schedules  listed below,  based on
     Years of Service  with the  Employer,  as  specified by the Employer in its
     Adoption Agreement:

     (a)  100% full and immediate;

     (b)  100% after 3 Years of Service;

     (c)  20% per Year of Service, 100% at S Years of Service;

     (d)  20% after 3 Years of Service, 20% per Year of Service thereafter, 100%
          at 7 Years of Service;

     (e)  20% after 2 Years of Service, 20% per Year of Service thereafter, 100%
          at 6 Years of Service;

     (f)  100% after 5 Years of Service;

     (g)  25% after 1 Year of Service, 100% after 4 Years of Service;

     (h)  Other.

     However,  if a Participant  dies prior to attaining  his Normal  Retirement
     Age, his Vesting Percentage shall be 100%.

1.77 VOLUNTARY EMPLOYEE CONTRIBUTIONS. The term Voluntary Employee Contributions
     means post-tax contributions made voluntarily by an Employee.


Article I - Definitions                 20                        March 27, 1996







                         ARTICLE II - GENERAL PROVISIONS

                                   2A. SERVICE

2A.1 SERVICE.  The term Service means active  employment with the Employer as an
     Employee.

2A.2 ABSENCE FROM  EMPLOYMENT.  Absence from employment on account of a leave of
     absence  authorized by the Employer pursuant to the Employer's  established
     leave policy will be counted as employment with the Employer  provided that
     such leave of absence is of not more than two years duration.  Absence from
     employment  on account of active  duty with the Armed  Forces of the United
     States will be counted as  employment  with the  Employer.  If the Employee
     does not return to active employment with the Employer, his Service will be
     deemed to have ceased on the date the Plan  Administrator  receives  notice
     that the Employee  will not return.  The  Employer's  leave policy shall be
     applied in a uniform and nondiscriminatory manner to all Participants under
     similar circumstances.

     For purposes of  determining an Employee's  eligibility  and vesting status
     for periods  while the  Employee  is absent  from work for reasons  covered
     under the Family  and  Medical  Leave  Act,  Service  will be  credited  in
     accordance  with and to the extent required by the provisions of the Family
     and Medical Leave Act.

If the Employer has elected in the Adoption Agreement to determine Service based
upon 1,000 Hours, then the following Sections 2A.3 through 2A.8 shall apply.

2A.3 HOUR OF SERVICE. The term Hour of Service means:

     (a)  Each hour for which an Employee is directly  or  indirectly  paid,  or
          entitled to payment,  by the Employer for the  performance  of duties.
          These  hours shall be credited  to the  Employee  for the  Computation
          Period or  Periods,  as defined in Section  2A.5,  in which the duties
          were performed; and

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

     (c)  Each hour for which back pay,  irrespective  of mitigation of damages,
          has been either  awarded or agreed to by the Employer.  The same Hours
          of Service will not be credited  under  subsection  (a) or  subsection
          (b), as the case may be, and under this  subsection  (c).  These hours
          shall be  credited  to the  Employee  for the  Computation  Period  or
          periods  to  which  the  award or  agreement pertains rather  than the


Article II - General Provisions         21                      October 26, 1995







          Computation  Period in which the award,  agreement or payment is made;
          and Hours of  Service  will be  credited  for  employment  with  other
          members of an affiliated  service group (under Code section 414(m)), a
          controlled  group of corporations  (under Code section  414(b)),  or a
          group of trades or businesses under common control (under Code section
          414(c)),  of which the  adopting  Employer is a member,  and any other
          entity  required to be aggregated  with the Employer  pursuant to Code
          section 414(o).

     Hours of Service will also be credited  for any  individual  considered  an
     Employee for purposes of this Plan under Code sections 414(n) or 414(o).

     Solely for purposes of determining  whether a 1-Year  Break-in-Service,  as
     defined in  Section  2A.4,  for  participation  and  vesting  purposes  has
     occurred in a Computation Period, an individual who is absent from work for
     maternity  or  paternity  reasons  shall  receive  credit  for the Hours of
     Service which would otherwise have been credited to such individual but for
     such  absence,  or in any case in which  such hours  cannot be  determined,
     eight (8) Hours of Service per day of such  absence.  For  purposes of this
     paragraph, an absence from work for maternity or paternity reasons means an
     absence (1) by reason of the pregnancy of the individual,  (2) by reason of
     a birth of a child of the  individual,  (3) by reason of the placement of a
     child with the individual in connection  with the adoption of such child by
     such individual,  or (4) for purposes of caring for such child for a period
     beginning  immediately  following  such  birth or  placement.  The Hours of
     Service  credited  under  this  paragraph  shall  be  credited  (1)  in the
     Computation  Period  in  which  the  absence  begins  if the  crediting  is
     necessary to prevent a Break-in-Service in that period, or (2) in all other
     cases, in the following Computation Period.

     Service  shall be  determined  on the basis of the method  selected  in the
     Adoption Agreement.

2A.4 1-YEAR  BREAK-IN-SERVICE.   The  term  1-Year  Break-in-Service  means  any
     Computation Period during which an Employee fails to complete more than 500
     Hours of Service.

2A.5 YEAR(S) OF  SERVICE.  The term  Year(s) of Service  means a  12-consecutive
     month period ("Computation  Period") during which an Employee has completed
     at least 1,000 Hours of Service.

     (a)  Eligibility  Computation  Period. For purposes of determining Years of
          Service and  Breaks-in-Service  for  eligibility,  the  12-consecutive
          month  period  shall begin with the date on which the  Employee  first
          performs an Hour of Service for the  Employer  and,  where  additional
          periods are  necessary,  succeeding  anniversaries  of his  employment
          commencement  date.  The employment  commencement  date is the date on
          which the Employee  first performs an Hour of Service for the Employer
          maintaining the Plan.

     (b)  Vesting Computation Period. As elected by the Employer in the Adoption
          Agreement,  for computing Years of Service and  Breaks-in-Service  for
          vesting, the Inconsecutive month period:

          (1)  Shall be the Plan Year; or


Article II - General Provisions         22                      October 26, 1995







          (2)  Shall begin with the date on which the Employee first performs an
               Hour of Service for the Employer and,  where  additional  periods
               are necessary, succeeding anniversaries of that date.

          However,  active  participation as of the last day of the Plan Year is
          not required in order for a Participant  to be credited with a Year of
          Service for vesting purposes.

     (c)  Contribution  Computation  Period. If the Employer specifies an annual
          Contribution  Period in its  Adoption  Agreement  for the  purpose  of
          determining a Participant's eligibility to receive a contribution, the
          Inconsecutive  month  period  shall be any Plan Year during  which the
          Participant is credited with at least 1,000 Hours of Service. However,
          when an  Employee  first  becomes  a  Participant  or  resumes  active
          participation  in the Plan  following a 1-Year  Break-in-Service  on a
          date other  than the first day of the Plan Year,  all Hours of Service
          credited to the  Participant  during that Plan Year,  including  those
          Hours credited  prior to the date the Employee  enrolls (or reenrolls)
          as an  Participant  in the Plan  shall be  counted.  Furthermore,  the
          Employer may require in its Adoption Agreement that a Participant be a
          Participant  as of the  last  day of the  Plan  Year  in  order  to be
          eligible to receive a contribution for a Plan Year.

     (d)  If in its Adoption  Agreement the Employer  permits Early  Retirement,
          the Inconsecutive  month period for determining Early Retirement shall
          be the Plan Year. However,  active participation as of the last day of
          the  Plan  Year is not  required  in  order  for a  Participant  to be
          credited with a Year of Service.

     Service with a predecessor organization of the Employer shall be treated as
     Service with the Employer for the purposes of subsections  (a), (b) and (d)
     above  in any  case  in  which  the  Employer  maintains  the  plan of such
     predecessor  organization.  In addition,  if elected by the Employer in the
     Adoption Agreement, service with a predecessor organization of the Employer
     shall be treated as Service with the  Employer,  even if the Employer  does
     not maintain the plan of such predecessor organization.

     If  elected  in  the  Adoption  Agreement,  service  with a  subsidiary  or
     affiliate  of the Employer  that is not related to the  Employer  under the
     provisions of Code sections 414(b),  (c) or (m) shall be treated as Service
     with the Employer for purposes of (a), (b) and (d) above.

2A.6 DETERMINING VESTING PERCENTAGE. Vesting credit shall be given for each Year
     of Service  except  those  periods  specifically  excluded in the  Adoption
     Agreement.

     If a Participant  completes  less than 1,000 Hours of Service during a Plan
     Year while remaining in the service of the Employer, his Vesting Percentage
     shall not be  increased  for such Plan Year.  However,  at such time as the
     Participant  again  completes  at  least  1,000  Hours  of  Service  in any
     subsequent Plan Year, his Vesting  Percentage  shall then take into account
     all Years of Service with the Employer except those  specifically  excluded
     in the Adoption Agreement.



Article II - General Provisions         23                      October 26, 1995







     If an individual who ceases to be an Employee and, is subsequently  rehired
     as an Employee  enrolls (or reenrolls) in the Plan, upon his  participation
     (or  reparticipation)  his Vesting  Percentage shall then take into account
     all Years of Service  except  those  specifically  excluded in the Adoption
     Agreement.

     In   the   case   of  a   Participant   who   has  5   consecutive   1-Year
     Breaks-in-Service,  all Years of Service after such  Breaks-in-Service will
     be  disregarded  for the  purpose of vesting the  Employer-derived  account
     balance  that accrued  before such  breaks.  However,  both  pre-break  and
     post-break   Service   will  count  for  the   purpose   of   vesting   the
     Employer-derived account balance that accrues after such Breaks-in-Service.
     Both accounts will share in the earnings and losses of the fund.

     In the  case of a  Participant  who  does  not  have  5-consecutive  1-Year
     Breaks-in-Service,  both the pre-break and post-break Service will count in
     vesting both the pre-break and post-break Employer-derived account balance.

2A.7 EXCLUDED  YEARS  OF  SERVICE  FOR  VESTING.   In  determining  the  Vesting
     Percentage  of an  Employee,  all  Years of  Service  with the  Employer(s)
     maintaining the Plan shall be taken into account, except that the following
     periods may be  excluded,  as  specified  by the  Employer in its  Adoption
     Agreement:

     (a)  Years of Service prior to the time a Participant attained age 18;

     (b)  Years of Service  during  which the Employer did not maintain the Plan
          or a predecessor plan;

     (c)  Years of  Service  during a period  for  which  the  Employee  made no
          Required Employee Contributions;

     (d)  Years of  Service  prior to any  1-Year  Break-in-Service,  until  the
          Employee   completes  one  Year  of  Service   following  such  1-Year
          Break-in-Service.

     (e)  in the case of an  Employee  who has no Vested  Interest  in  Employer
          contributions,  Years of  Service  before  any  period of  consecutive
          1-Year  Breaks-in-Service  if the  number of such  consecutive  1-Year
          Breaks-in-Service  equals or exceeds the greater of (i) 5, or (ii) the
          total number of Years of Service before such break.

     For the purposes of this Section,  a predecessor  plan shall mean a plan of
     the Employer that was terminated  within five years  preceding or following
     the Effective Date of this Plan.

2A.8 CHANGE IN PLAN YEARS.  If the Plan Year is changed,  the following  special
     rules shall apply.

     (a)  Vesting Computation  Periods. If the Vesting Computation Period is the
          Plan Year,  Years of Service  and  1-Year  Breaks-in-Service  shall be
          measured over two overlapping  12-consecutive month periods. The first
          such period shall begin on the first day of the last old Plan Year and


Article II - General Provisions         24                        March 27, 1996








          the second such  period  shall begin on the first day of the first new
          Plan Year, thereby creating an overlap. All Hours of Service performed
          during the overlap period must be counted in both Vesting  Computation
          Periods.  A Participant  who completes at least 1,000 Hours of Service
          during  each such period  shall be credited  with two Years of Service
          for Vesting.

     (b)  Contribution   Computation   Periods.  To  determine  a  Participant's
          eligibility to receive a contribution for a short Plan Year, the 1,000
          Hours of Service  requirement  shall be prorated by  multiplying  by a
          fraction,  the  numerator of which is the number of full months in the
          short Plan Year and the denominator of which is 12.

If the Employer has elected in the Adoption Agreement to determine Service based
upon Elapsed Time, then the following Sections 2A.9 and 2A.10 shall apply.

2A.9 ELAPSED TIME. If the Employer has selected an  eligibility  requirement  in
     the Adoption  Agreement that is or includes a fractional Year(s) of Service
     requirement, the provisions of this Section shall apply.

     (a)  For  purposes  of  determining  an  Employee's  initial  or  continued
          eligibility to participate  in the Plan, or the  Participant's  Vested
          Interest in Employer  contributions,  an Employee will receive  credit
          for the aggregate of all time period(s) commencing with the Employee's
          first  day of  employment  or  reemployment  and  ending on the date a
          Break-in-Service (as defined in this Section) begins. The first day of
          employment or reemployment  is the first day the Employee  performs an
          Hour of Service.  An Employee will also receive  credit for any Period
          of Severance of less than Inconsecutive months.  Fractional periods of
          a year will be expressed in terms of days.

     (b)  For purposes of this Section,  "Hour of Service"  shall mean each hour
          for  which  an  Employee  is  paid  or  entitled  to  payment  for the
          performance of duties for the Employer.

     (c)  For purposes of this  Section,  a  "Break-in-Service"  is a, Period of
          Severance of at least 12 consecutive months.

     (d)  A "Period of  Severance"  is a continuous  period of time during which
          the Employee is not employed by the  Employer.  Such period  begins on
          the date the Employee retires, quits or is discharged,  or if earlier,
          the  12-month  anniversary  of the  date on  which  the  Employee  was
          otherwise first absent from Service.

     (e)  In the case of an individual  who is absent from work for maternity or
          paternity reasons,  the  12-consecutive  month period beginning on the
          first  anniversary  of  the  first  day  of  such  absence  shall  not
          constitute  a  Break-in-Service.  For purposes of this  paragraph,  an
          absence from work for maternity or paternity  reasons means an absence
          (1) by reason of the pregnancy of the individual, (2) by reason of the
          birth of a child of the individual,  (3) by reason of the placement of
          a child with the  individual in  connection  with the adoption of such
          child  by such  individual,  or (4)  for  purposes of  for purposes of


Article II - General Provisions         25                      October 26, 1995







          caring for such  child for a period  beginning  immediately  following
          such birth or placement.

          Each  Employee  will share in  Employer  contributions  for the period
          beginning on the date the Employee commences  participation  under the
          Plan and ending on the date on which such Employee  severs  employment
          with the  Employer  or is no longer a member of an  eligible  class of
          Employees.

     (f)  If the Employer is a member of an affiliated service group (under Code
          section  414(m)),  a  controlled  group of  corporations  (under  Code
          section 414(b)),  a group of trades or businesses under common control
          (under  Code  section  414(c))  or any  other  entity  required  to be
          aggregated with the Employer pursuant to Code section 414(o),  Service
          will be  credited  for any  employment  for any period of time for any
          other  member of such group.  Service  will also be  credited  for any
          individual  required  under Code section 414(n) or Code section 414(o)
          to be  considered  an Employee of any Employer  aggregated  under Code
          sections 414(b), (c), or (m) of such group.

2A.10EXCLUDED-PERIODS  OF  SERVICE  FOR  VESTING.  In  determining  the  Vesting
     Percentage  of an  Employee,  all Periods of Service  with the  Employer(s)
     maintaining the Plan shall be taken into account, except that the following
     Periods may be  excluded,  as  specified  by the  Employer in its  Adoption
     Agreement:

     (a)  Periods of Service prior to the time a Participant attained age 18;

     (b)  Periods of Service during which the Employer did not maintain the Plan
          or a predecessor plan;

     (c)  Periods of Service during which the Employee made no Required Employee
          Contributions;

     (d)  Periods of Service prior to any one-year  Period of  Severance,  until
          the Employee  completes a one-year  period of Service  following  such
          Period of Severance;

     (e)  In the case of an  Employee  who has no Vested  Interest  in  Employer
          contributions,  Periods of Service  before any Period of  Severance if
          the number of  consecutive  one-year  Periods of  Severance  equals or
          exceeds  the  greater of (i) 5, or (ii) the total  number of  one-year
          Periods of Service before such Period of Severance.

     For the purposes of this Section,  a predecessor  plan shall mean a plan of
     the Employer that was terminated  within five years  preceding or following
     the Effective Date of this Plan.

                  2B. ELIGIBILITY, ENROLLMENT AND PARTICIPATION

2B.1 ELIGIBILITY. Each Employee shall be eligible to participate in the Plan and
     receive an appropriate allocation of Employer contributions as of the Entry
     Date following the day he


Article II - General Provisions         26                      October 26, 1995







     meets the following  requirements,-if any, specified by the Employer in its
     Adoption Agreement, relating to:

     (a)  Required service;

     (b)  Minimum attained age;

     (c)  Job class requirements.

     In addition to the eligibility  conditions  stated above,  the Employer may
     specify in the Adoption  Agreement  certain groups of Employees who are not
     eligible to participate in the Plan.

     Notwithstanding  the foregoing,  if the Employer's Plan as set forth herein
     replaces or amends a preceding  plan,  then those  Employees  participating
     under the Plan as written prior to such  replacement or amendment  shall be
     eligible to be Participants  hereunder  without regard to length of Service
     or minimum attained age otherwise required herein.

2B.2 ENROLLMENT.  Each  eligible  Employee  may  enroll as of his Entry  Date by
     completing and delivering to the Plan Administrator an enrollment form and,
     if applicable,  a payroll deduction  authorization and/or a Salary Deferral
     Agreement.

23.3 REEMPLOYED  PARTICIPANT.  In the case of an individual  who ceases to be an
     Employee  and  is  subsequently  rehired  as  an  Employee,  the  following
     provisions shall apply in determining  eligibility to again  participate in
     the Plan:

     (a)  If the Employee had met the  eligibility  requirements as specified in
          Section 2B.1,  such Employee will become a Participant  in the Plan in
          accordance  with  Section 2B.2 as of the date he is  reemployed  as an
          Employee.

     (b)  If the  Employee had not  formerly  met the  eligibility  requirements
          specified in Section 2B.1,  such Employee will become a Participant in
          the Plan after meeting the  requirements of Section 2B.1 in accordance
          with Section 2B.2.

2B.4 ELIGIBLE CLASS. If a Participant  becomes ineligible to participate because
     he is no longer a member of an eligible  class of Employees,  such Employee
     shall  participate  immediately  upon his  return to an  eligible  class of
     Employees. If such Participant incurs a Break-in-Service,  eligibility will
     be determined under the Break-in-Service rules of the Plan.

     If an  Employee  who is not a member  of the  eligible  class of  Employees
     becomes a member of the eligible  class,  such Employee  shall  participate
     immediately  if such  Employee  has  satisfied  the minimum age and Service
     requirements and would have previously  become a Participant had he been in
     the  eligible  class.  If  such  Participant  incurs  a   Break-in-Service,
     eligibility  will be  determined  under the  Break-in-Service  rules of the
     Plan.



Article II - General Provisions         27                      October 26, 1995







2B.5 WAIVER OF PARTICIPATION.  Notwithstanding  any provision of the Plan to the
     contrary, if Required Employee Contributions are elected by the Employer in
     the Adoption  Agreement,  any Employee in accordance  with the rules of the
     Plan may decline to become a Participant  or cease to be a  Participant  by
     filing a written waiver of participation with the Plan Administrator in the
     manner  prescribed.  Such  waiver  must be filed  prior  to the  date  such
     Employee is eligible to become a  Participant,  or in the case of a current
     Participant,  in the last month of the Plan Year immediately  preceding the
     Plan Year for which he wishes to cease being a Participant.

     Any Employee who files such a waiver shall not become a Participant,  or if
     a current Participant,  shall elect to cease to be such as of the first day
     of the  succeeding  Plan Year;  and such  Employee  shall not  receive  any
     additional   Compensation  or  other  sums  by  reason  of  his  waiver  of
     participation.

     Any such  waiver  may be  rescinded  by an  Employee  who is not a  Partner
     effective  on the first day of the first  Plan Year  following  one or more
     Plan Years commencing after the filing of such waiver in which he was not a
     Participant,  in which event he shall become a Participant, or again become
     a Participant, as the case may be, effective as of such date. A Partner may
     make a one-time  irrevocable  waiver of participation upon the later of his
     commencement  of  employment  with  the  Employer  or the  date he is first
     eligible to participate in the Plan.

     No Employee who is eligible to participate in a standardized plan may waive
     participation or voluntarily reduce his or her Compensation for purposes of
     this Plan.

2B.6 TRADES OR BUSINESSES  CONTROLLED BY OWNER-EMPLOYEES.  If this Plan provides
     contributions or benefits for one or more  Owner-Employees who control both
     the  business  for which  this Plan is  established  and one or more  other
     trades or businesses,  this Plan and any plans established for other trades
     or businesses must, when looked at as a single plan,  satisfy Code sections
     401(a)  and  (d)  for  the  Employees  of this  and  all  other  trades  or
     businesses.  If the Plan provides contributions or benefits for one or more
     Owner-Employees  who control one or more other  trades or  businesses,  the
     employees  of the other  trades or  businesses  must be  included in a plan
     which   satisfies   Code  sections   401(a)  and  (d)  and  which  provides
     contributions  and  benefits  not less  favorable  than those  provided for
     ownerEmployees under this Plan.

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

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

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


Article II - General Provisions         28                      October 26, 1995







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

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

                        2C. CONTRIBUTIONS AND ALLOCATIONS

2C.1 PROFIT SHARING/THRIFT PLAN WITH 401(k) FEATURE.

     (a)  Contributions - Employer.

          For each Plan  Year,  as  specified  in the  Adoption  Agreement,  the
          Employer shall make one or more of the following contributions.

          (1)  Elective Deferral Contributions.

          (2)  Matching Contributions.

          (3)  Nonelective Contributions.

     (b)  Contributions - Participant.

          For each Plan Year,  as  specified  in the  Adoption  Agreement,  each
          Participant  may make  periodic  Required  Employee  Contributions  or
          Voluntary Employee Contributions.

          For Plans  that  contain  a CODA,  a  Participant  may elect to make a
          Voluntary Employee Contribution in a lump sum. Such lump sum Voluntary
          Employee Contribution may be made (1) as of the Effective Date, or (2)
          as  elected  by the  Employer  in the  Adoption  Agreement.  Voluntary
          Employee Contributions shall be subject to the terms of Section 4B.

     (c)  Fail-Safe Contribution.

          The Employer  reserves the right to make a  discretionary  Nonelective
          Contribution to the Plan for any Plan Year, if the Employer determines
          that such a  contribution  is necessary to ensure the Actual  Deferral
          Percentage  test or the Actual  Contribution  Percentage  test will be
          satisfied  for that Plan Year.  Such amount shall be designated by the
          Employer  at the  time  of  contribution  as a  Qualified  Nonelective
          Contribution and shall be known as a Fail-Safe Contribution.

          The  Fail-Safe  Contribution  shall be made on behalf of all  eligible
          non-Highly  Compensated  Employees  who are  Participants  and who are
          considered  under   the  Actual   Deferral  Percentage   test  or,  if

Article II - General Provisions         29                      October 26, 1995







          applicable,  the Actual  Contribution  Percentage  test,  and shall be
          allocated to the Participant's  Account of each such Participant in an
          amount equal to a fixed percentage of such Participant's Compensation.
          The fixed  percentage  shall be equal to the minimum fixed  percentage
          necessary to be contributed by the Employer on behalf of each eligible
          non-Highly  Compensated  Employee  who is a  Participant  so that  the
          Actual  Deferral  Percentage  test  or,  if  applicable,   the  Actual
          Contribution Percentage test, is satisfied.

     (d)  Contributions - Changes.

          For each  Plan  Year,  a  Participant  may  change  the  amount of his
          Required Employee Contributions,  Voluntary Employee Contributions, or
          Elective  Deferral  Contributions  as often as the Plan  Administrator
          allows (on a consistent and nondiscriminatory basis), on certain dates
          prescribed by the Plan Administrator.

     (e)  Contributions - Timing.

          (1)  Elective Deferral  Contributions shall be paid by the Employer to
               the Trust or the Insurance Company, as elected by the Employer in
               the Adoption  Agreement,  but never later than 90 days  following
               the date of deferral.

          (2)  Matching  Contributions  made on other than an annual basis shall
               be paid to the Trust or  Insurance  Company,  as  elected  by the
               Employer  in  the  Adoption  Agreement.  Matching  Contributions,
               including  Additional Matching  Contributions,  made on an annual
               basis  shall be paid to the Trust or the  Insurance  Company,  as
               applicable,  at the end of the Plan Year,  or as soon as possible
               on or after the last day of such Plan Year, but in no event later
               than the date prescribed by law for filing the Employer's  income
               tax return,  including any extension thereof.  To the extent that
               Matching  Contributions  are  used  to  purchase  Life  Insurance
               Policies,  then such  contributions for any Plan Year may be paid
               to the Trust when  premiums for such  Policies are due during the
               Plan Year.

          (3)  Nonelective  Contributions  made on other  than an  annual  basis
               shall be paid to the Trust or Insurance  Company,  as applicable,
               as elected by the Employer in the Adoption Agreement. Nonelective
               Contributions  made on an annual basis shall be paid to the Trust
               or the Insurance Company,  as applicable,  at the end of the Plan
               Year,  or as soon as  possible  on or after  the last day of such
               Plan Year, but in any event not later than the date prescribed by
               law for filing the  Employer's  income tax return,  including any
               extension thereof.  To the extent that Nonelective  Contributions
               are   used  to  purchase  Life  Insurance  Policies,   then  such
               contributions  for any Plan  Year may be paid to the  Trust  when
               premiums for such Policies are due during the Plan Year.

          (4)  Employee  Contributions  shall be  transferred by the Employer to
               the Trust or the Insurance Company, as elected by the Employer in
               the Adoption Agreement,  but never  later than  90 days following
               the date such contributions are made by the Employee.

Article II - General Provisions         30                      October 26, 1995







          (5)  The Fail-Safe  Contribution for any Plan Year as determined above
               shall  be paid to the  Insurance  Company  at the end of the Plan
               Year,  or as soon as  possible  on or after  the last day of such
               Plan  Year,  but  in no  event  later  than  the  date  which  is
               prescribed  by law for filing the  Employer's  income tax return,
               including any extensions thereof.

     (f)  Contributions - Allocations.

          The  allocation  of  Nonelective   Contributions   shall  be  made  in
          accordance  with (1),  (2),  (3) or (4)  below,  as  specified  by the
          Employer in the Adoption Agreement.

          (1)  Formula  A:  Compensation  Ratio  - Not  Integrated  with  Social
               Security.

               The  allocation  to  each  Participant   shall  be  made  in  the
               proportion  that  the  Compensation   paid  to  each  Participant
               eligible to receive an allocation bears to the Compensation  paid
               to all Participants eligible to receive an allocation.

          (2)  Formula B: Integrated with Social Security - Step Rate Method.

               Base Contribution:  An amount equal to a percentage (as specified
               in  the  Adoption   Agreement)  of  the   Compensation   of  each
               Participant up to the Social Security Integration Level;

               Excess Contribution: In addition, an amount equal to a percentage
               (as  specified in the Adoption  Agreement)  of the  Participant's
               Compensation   which  is  in  excess  of  the   Social   Security
               Integration  Level,  subject to the Limitations on Allocations in
               accordance with Section 4B. This Excess  Contribution  percentage
               shall not exceed the lesser of:

               (A)  twice -the Base Contribution or

               (B)  the Base Contribution plus the greater of:

                    (i)  the old age  insurance  portion of the Old Age Survivor
                         Disability (OASDI) tax rate; or

                    (ii) 5.7%.

               If the Employer  has elected in the  Adoption  Agreement to use a
               Social  Security  Integration  Level that in any Plan Year is the
               greater  of $ 10,000  or 20% but  less  than  100% of the  Social
               Security Taxable Wage Base, then the 5.7% limitation specified in
               2C.1(0(2)(B)(ii)   shall  be  adjusted  in  accordance  with  the
               following table:


Article II - General Provisions         31                      October 29, 1996





- --------------------------------------------------------------------------------
              If the Social Security integration Level                   Adjust
- ------------------------------------------------------------------       5.7% to
           is more than                     but not more than
- --------------------------------------------------------------------------------
the greater of $10,000 or 20% of    80% of the Social Security             4.3%
the Social Security Taxable         Taxable Wage Base
Wage Base

80% of the Social Security          100% of the Social Security            5.4%
Taxable Wage Base                   Taxable Wage Base
- --------------------------------------------------------------------------------

               In the case of any  Participant  who has exceeded the  Cumulative
               Permitted   Disparity   Limit   described  in  Section   2C.1(g),
               Nonelective  Contributions  shall be allocated in an amount equal
               to  the  Excess   Contribution   percentage  of  two  times  such
               Participant's total Compensation for the Plan Year.

               Any remaining  Nonelective  Contributions  or Forfeitures will be
               allocated  to each  Participant's  Account in the ratio that each
               Participant's  total  Compensation for the Plan Year bears to all
               Participants' total Compensation for that Plan Year.

          (3)  Formula B: Integrated  with Social  Security - Maximum  Disparity
               Method.

               Subject to the  Limitations on  Allocations  specified in Section
               4B, for each Plan Year the allocation to each  Participant  shall
               be made in accordance with the following:

               (A)  An  amount  equal  to 5.7% of the sum of each  Participant's
                    total  Compensation  plus  Compensation that is in excess of
                    the Social Security  Integration Level shall be allocated to
                    each  Participant's   Account.  If  the  Employer  does  not
                    contribute such amount for all Participants, an amount shall
                    be allocated to each Participant's Account equal to the same
                    proportion that each  Participant's  total Compensation plus
                    Compensation  that  is in  excess  of  the  Social  Security
                    Integration  Level  bears  to the  total  Compensation  plus
                    Compensation  in excess of the Social  Security  Integration
                    Level of all  Participants  in the Plan.  In the case of any
                    Participant  who  has  exceeded  the  Cumulative   Permitted
                    Disparity Limit described in Section 2C.1(g), two times such
                    Participant's  total  Compensation for the Plan Year will be
                    taken into account.

                    If the Employer has elected in the Adoption Agreement to use
                    a Social Security Integration Level that in any Plan Year is
                    the  greater  of  $10,000  or 20% but less  than 100% of the
                    Social Security  Taxable Wage Base, then the 5.7% limitation
                    specified in this subsection shall be adjusted in accordance
                    with the following table:



Article II - General Provisions         32                      October 26, 1995





- --------------------------------------------------------------------------------
              If the Social Security integration Level                   Adjust
- ------------------------------------------------------------------       5.7% to
           is more than                     but not more than
- --------------------------------------------------------------------------------
the greater of $10,000 or 20% of    80% of the Social Security             4.3%
the Social Security Taxable         Taxable Wage Base
Wage Base

80% of the Social Security          100% of the Social Security            5.4%
Taxable Wage Base                   Taxable Wage Base
- --------------------------------------------------------------------------------

               (B)  The balance of the Nonelective  Contribution (if any), shall
                    be allocated to the Participant's  Account in the proportion
                    that  each  Participant's  Compensation  bears to the  total
                    Compensation of all Participants.

          (4)  Formula C: Flat Dollar Amount.

          The  allocation to each  Participant  shall be a flat dollar amount as
          elected by the Employer in the Adoption  Agreement.  Formula C may not
          be elected under a standardized plan.

     (g)  Allocation Requirements.

          Employer   contributions   shall  be  allocated  to  the  accounts  of
          Participants  in  accordance   with  the  allocation   requirement  as
          specified by the Employer in its Adoption  Agreement.  If the Employer
          has adopted a  standardized  plan,  the  allocation  of any  nonannual
          contribution  made by the Employer  shall be made to each  Participant
          who is a Participant on any day of the Contribution  Period regardless
          of Hours of Service.

          Annual  Overall  Permitted   Disparity  Limit.   Notwithstanding   the
          preceding  paragraph,  for  any  Plan  Year  this  Plan  benefits  any
          Participant  who benefits  under another  qualified plan or simplified
          employee  pension plan, as defined in Code section 408(k),  maintained
          by the Employer  that  provides for  permitted  disparity  (or imputes
          disparity),  Employer  contributions and Forfeitures will be allocated
          to the account of each  Participant who either completes more than 500
          Hours of  Service  during the Plan Year or who is  employed  as of the
          last day of the Plan Year in the ratio that such  Participant's  total
          Compensation bears to the total Compensation of all Participants.

          Cumulative  Permitted  Disparity  Limit.   Effective  for  Plan  Years
          beginning  on or after  January  1,  1995,  the  Cumulative  Permitted
          Disparity  Limit for a Participant  is 35 total  cumulative  permitted
          disparity years.  Total cumulative  permitted years mean the number of
          years credited to the Participant  for allocation or accrual  purposes
          under this  Plan,  any other  qualified  plan or  simplified  employee
          pension  plan  (whether  or not  terminated)  ever  maintained  by the
          Employer.  For purposes of determining  the  Participant's  Cumulative
          Permitted Disparity Limit, all years  ending in the same calendar year


Article II - General Provisions         33                      October 27, 1995







          are treated as the same year. If the  Participant  has not  benefitted
          under a defined  benefit or target benefit plan for any year beginning
          on or  after  January  1,  1994,  the  Participant  has no  Cumulative
          Permitted Disparity Limit.

     (h)  Forfeitures.

          Forfeitures  will  be  used  in the  manner  elected  in the  Adoption
          Agreement as follows:

          (1)  To reduce Employer contributions or pay Plan expenses; or

          (2)  Allocated in accordance  with the allocation  formula  elected in
               the Adoption Agreement; or

          (3)  First,  to reduce  Employer  contributions  or pay Plan expenses,
               with any remaining  Forfeitures  allocated in accordance with the
               allocation formula elected in the Adoption Agreement.

     (i)  Expenses.

          The Employer may  contribute  to the Plan the amount  necessary to pay
          any  reasonable  expenses of  administering  the Plan.  In lieu of the
          Employer contributing the amount necessary to pay such charges,  these
          expenses may be paid from Plan assets.

     (j)  Special Rules - Elective Deferral Contributions.

          (1)  Each Participant may elect to defer his Compensation in an amount
               specified in the Adoption  Agreement,  subject to the limitations
               of this Section.  A Salary Deferral Agreement (or modification of
               an  earlier  Salary  Deferral  Agreement)  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 later of the date the Employer  adopts this CODA, or the date
               such  arrangement  first becomes  effective.  Any elections  made
               pursuant  to  this  Section  shall  become  effective  as soon as
               administratively feasible.

          (2)  If  elected  by the  Employer  in the  Adoption  Agreement,  each
               Participant may elect to defer and have allocated for a Plan Year
               all or a portion of any cash bonus paid  during the Plan Year.  A
               deferral  election  may not be made with  respect to cash bonuses
               which  are  currently   available  on  or  before  the  date  the
               Participant executed such election.

          (3)  Elective  Deferral   Contributions   will  be  allocated  to  the
               Participant's  Account  and  shall  be  100  percent  vested  and
               nonforfeitable at all times.

          (4)  During any taxable  year,  no  Participant  shall be permitted to
               have Elective Deferral Contributions made under this Plan, or any
               other qualified plan maintained by the Employer, in excess of the


Article II - General Provisions         34                      October 29, 1996







               maintained  by the Employer,  in excess of the dollar  limitation
               contained  in Code section  402(g) in effect at the  beginning of
               such  taxable  year.  If a  Participant  takes  a  withdrawal  of
               Elective  Deferral  Contributions  due  to  a  Serious  Financial
               Hardship,  as provided in Section  3E.5,  his  Elective  Deferral
               Contributions  for his taxable  year  immediately  following  the
               taxable year of such distribution may not exceed the Code section
               402(g)  limit for such  taxable  year less the amount of Elective
               Deferral  Contributions  made for the  Participant in the taxable
               year of the distribution.

          (5)  Elective  Deferral  Contributions  that are not in  excess of the
               limits  described in subsection (4) above shall be subject to the
               Limitations on Allocations in accordance with Section 4B.

               Elective Deferral  Contributions that are in excess of the limits
               described  in (4) above  shall also be subject to the  Section 4B
               limitations, as further provided in Section 4C.2.

          (6)  An Employee's eligibility to make Elective Deferral Contributions
               under a CODA may not- be conditioned  upon the completion of more
               than one (1)  Year-of-Service  or the attainment of more than age
               twenty-one (21).

          (7)  A  Participant  may  modify  the  amount  of  Elective   Deferral
               Contributions  such Participant makes to the Plan as often as the
               Plan   Administrator   allows,   as  specified  in  the  Adoption
               Agreement,  but in no event  not less  frequently  than  once per
               calendar  year.  . Such  modification  may be made  by  filing  a
               written notice with the Plan Administrator within the time period
               prescribed by the Plan Administrator.

     (k)  Suspension of Contributions.

          (1)  Elective Deferral  Contributions.  The following provisions shall
               apply  with   respect  to   suspension   of   Elective   Deferral
               Contributions.

               (A)  Voluntary Suspension. A Participant may elect to suspend his
                    Salary    Deferral    Agreement   for   Elective    Deferral
                    Contributions  by filing a written  notice  thereof with the
                    Plan Administrator. Such Contributions shall be suspended on
                    the date  specified  in such  notice,  which date must be at
                    least 15 days after such notice is filed.  The notice  shall
                    specify  the  period  for  which  such  suspension  shall be
                    effective.

               (B)  Suspension  for  Leave.  A  Participant  who is absent  from
                    employment  on  account  of an  authorized  unpaid  leave of
                    absence or  military  leave  shall have his Salary  Deferral
                    Agreement  suspended  during such leave.  Such suspension of
                    contributions  shall  be  effective  on the  date payment of


Article II - General Provisions         35                      October 27, 1995







                    Compensation by the Employer to him ceases, and shall remain
                    in effect until payment of Compensation resumes.

               (C)  Withdrawal Suspension. A Participant who elects a withdrawal
                    in accordance with Section 3E may have his Elective Deferral
                    Contributions  suspended on the date such  election  becomes
                    effective.  Such  suspension  shall remain in effect for the
                    number of months specified therein.

               (D)  Non-Elective  Suspension.  A Participant  who ceases to meet
                    the  eligibility  requirements  as specified in Section 2B.1
                    but who remains in the employ of the Employer shall have his
                    Elective Deferral Contributions  suspended,  effective as of
                    the date he  ceases  to meet the  eligibility  requirements.
                    Such suspension  shall remain in effect until he again meets
                    such eligibility requirements.

               The  Participant  may elect to  reactivate  his  Salary  Deferral
               Agreement for Elective Deferral Contributions by filing a written
               notice thereof with the Plan  Administrator.  The Salary Deferral
               Agreement  shall be  reactivated  following the expiration of the
               suspension period described above.

          (2)  Required Employee  Contributions.  The following provisions shall
               apply  with   respect  to   suspension   of   Required   Employee
               Contributions  by  Participants.  In the event that a Participant
               suspends   his   Required   Employee   Contributions,   he  shall
               automatically have his Voluntary Employee Contributions suspended
               for the same period of time.

               (A)  Voluntary Suspension. A Participant may elect to suspend his
                    payroll  deduction  authorization  for his Required Employee
                    Contributions  by filing a written  notice  thereof with the
                    Plan Administrator.  Such notice shall be effective, and his
                    applicable  contributions  shall be  suspended,  on the date
                    specified  in such  notice,  which  date must be at least 15
                    days after such notice is filed.  The notice  shall  specify
                    the  period for which such  suspension  shall be  effective.
                    Such  period  must be a minimum  of one month and may extend
                    indefinitely.

               (B)  Suspension  for  Leave.  A  Participant  who is absent  from
                    employment  on  account  of an  authorized  unpaid  leave of
                    absence or military  leave shall have his payroll  deduction
                    authorization for Required Employee Contributions  suspended
                    during such leave. Such suspension of contributions shall be
                    effective  on  the  date  payment  of  Compensation  by  the
                    Employer to him  ceases,  and shall  remain in effect  until
                    payment of Compensation resumes.

               (C)  Withdrawal Suspension. A Participant who elects a withdrawal
                    in accordance with Section 3E may have his Required Employee


Article II - General Provisions         36                      October 29, 1996







                    Contributions  suspended on the date such  election  becomes
                    effective.  Such  suspension  shall remain in effect for the
                    number of months  specified  under the provisions of Section
                    3E.

               (D)  Involuntary Suspension. A Participant who ceases to meet the
                    eligibility  requirements  as specified in Section 2B. I but
                    who  remains  in the employ of the  Employer  shall have his
                    Required Employee Contributions  suspended,  effective as of
                    the date he  ceases  to meet the  eligibility  requirements.
                    Such suspension  shall remain in effect until he again meets
                    such eligibility requirements.

               The  Participant  may elect to reactivate  his payroll  deduction
               authorization  by filing a written  notice  thereof with the Plan
               Administrator.  The  payroll  deduction  authorization  shall  be
               reactivated  following the  expiration of the  suspension  period
               described above.

          (3)  Voluntary Employee Contributions.  The following provisions apply
               with respect to suspension of Voluntary Employee Contributions by
               Participants.

               (A)  Voluntary Suspension. A Participant may elect to suspend his
                    payroll deduction  authorization for his Voluntary  Employee
                    Contributions  by filing a written  notice  thereof with the
                    Plan Administrator.  Such notice shall be effective, and his
                    applicable  contributions  shall be  suspended,  on the date
                    specified in such contributions  shall be suspended,  on the
                    date  specified in such notice,  which date must be at least
                    15 days after such notice is filed. The notice shall specify
                    the period for which such suspension shall be effective.

               (B)  Suspension  for  Leave.  A  Participant  who is absent  from
                    employment  on  account  of an  authorized  unpaid  leave of
                    absence or military  leave shall have his payroll  deduction
                    order for Voluntary Employee Contributions  suspended during
                    such  leave.  Such  suspension  of  contributions  shall  be
                    effective  on  the  date  payment  of  Compensation  by  the
                    Employer to him  ceases,  and shall  remain in effect  until
                    payment of Compensation resumes.

               (C)  Withdrawal Suspension. A Participant who elects a withdrawal
                    in  accordance  with  Section  3E  may  have  his  Voluntary
                    Employee  Contributions  suspended on the date such election
                    becomes  effective.  Such suspension  shall remain in effect
                    for the number of months specified therein.

               (D)  Involuntary Suspension. A Participant who ceases to meet the
                    eligibility  requirements  as  specified in Section 2B.1 but
                    who  remains  in the employ of the  Employer  shall have his
                    Voluntary Employee Contributions suspended,  effective as of
                    the  date he  ceases to  meet the  eligibility requirements.


Article II - General Provisions         37                      October 27, 1995







                    Such suspension  shall remain in effect until he again meets
                    such eligibility requirements.

               The  Participant  may elect to reactivate  his payroll  deduction
               authorization  by filing a written  notice  thereof with the Plan
               Administrator.  The  payroll  deduction  authorization  shall  be
               reactivated  following the  expiration of the  suspension  period
               described above.

2C.2 MONEY PURCHASE PENSION PLAN.

     (a)  Contributions - Employer. As specified in the Adoption Agreement,  the
          Employer  shall  contribute  an amount equal to a fixed  percentage of
          each  Participant's  Compensation,  a flat dollar amount, or an amount
          integrated  with Social  Security in  accordance  with (1), (2) or (3)
          below:

          (1)  Formula A: Not Integrated with Social  Security.  An amount equal
               to a  percentage  from  1% to  25% of the  Compensation  of  each
               Participant,   as  elected  by  the   Employer  in  the  Adoption
               Agreement,   subject  to  the   Limitations   on  Allocations  in
               accordance with Section 4B.

          (2)  Formula  B: Flat  Dollar  Amount.  An  amount,  as elected by the
               Employer in the Adoption Agreement.  Formula B may not be elected
               under a standardized plan.

          (3)  Formula C: Integrated with Social Security.

               Base Contribution:  An amount equal to a percentage (as specified
               in the Adoption Agreement) of Compensation of each Participant up
               to the Social Security Integration Level;

               Excess Contribution: In addition, an amount equal to a percentage
               (as  specified in the Adoption  Agreement)  of the  Participant's
               Compensation   which  is  in  excess  of  the   Social   Security
               Integration  Level,  subject to the Limitations on Allocations in
               accordance with Section 4B. This Excess  Contribution  percentage
               shall not exceed the lesser of:

               (A)  twice the Base Contribution or

               (B)  the Base Contribution plus the greater of:

                    (i)  old age  insurance  portion  of the  Old  Age  Survivor
                         Disability (OASDI) tax rate; or

                    (ii) 5.7%.



Article II - General Provisions         38                      October 27, 1995







               If the Employer  has elected in the  Adoption  Agreement to use a
               Social  Security  Integration  Level that in any Plan Year is the
               greater  of  $10,000  or 20% but  less  than  100% of the  Social
               Security Taxable Wage Base, then the 5.7% limitation specified in
               2C.2(a)(3)(B)(ii)  shall  be  adjusted  in  accordance  with  the
               following table:



- --------------------------------------------------------------------------------
              If the Social Security integration Level                   Adjust
- ------------------------------------------------------------------       5.7% to
           is more than                     but not more than
- --------------------------------------------------------------------------------
the greater of $10,000 or 20% of    80% of the Social Security             4.3%
the Social Security Taxable         Taxable Wage Base
Wage Base

80% of the Social Security          100% of the Social Security            5.4%
Taxable Wage Base                   Taxable Wage Base
- --------------------------------------------------------------------------------

               However,  in the case of any  Participant  who has  exceeded  the
               Cumulative   Permitted   Disparity  Limit  described  below,  the
               Employer  will   contribute  for  each   Participant  who  either
               completes  more than 500 Hours of Service during the Plan Year or
               is employed on the last day of the Plan Year,  an amount equal to
               the   Excess   Contribution    percentage   multiplied   by   the
               Participant's total Compensation.

          Annual  Overall  Permitted   Disparity  Limit.   Notwithstanding   the
          preceding  provisions of this Section 2C.2(a),  for any Plan Year this
          Plan benefits any  Participant  who benefits  under another  qualified
          plan or simplified  employee  pension plan, as defined in Code section
          408(k),  maintained  by  the  Employer  that  provides  for  permitted
          disparity  (or  imputes   disparity),   Employer   contributions   and
          Forfeitures  will be allocated to the account of each  Participant who
          either  completes  more than 500 Hours of Service during the Plan Year
          or who is  employed  as of the last day of the Plan  Year in the ratio
          that  such  Participant's   total  Compensation  bears  to  the  total
          Compensation of all Participants.

          Cumulative  Permitted  Disparity  Limit.   Effective  for  Plan  Years
          beginning  on or after  January  1,  1995,  the  Cumulative  Permitted
          Disparity  Limit for a Participant  is 3S total  cumulative  permitted
          disparity years.  Total cumulative  permitted years mean the number of
          years credited to the Participant  for allocation or accrual  purposes
          under this  Plan,  any other  qualified  plan or  simplified  employee
          pension  plan  (whether  or not  terminated)  ever  maintained  by the
          Employer.  For purposes of determining  the  Participant's  Cumulative
          Permitted  Disparity Limit, all years ending in the same calendar year
          are treated as the same year. If the  Participant  has not  benefitted
          under a defined  benefit or target benefit plan for any year beginning
          on or  after  January  1,  1994,  the  Participant  has no  Cumulative
          Permitted Disparity Limit.





Article II - General Provisions         39                      October 27, 1995







     (b)  Contributions - Participant.

          The Plan Administrator will not accept Required Employee Contributions
          or  Voluntary  Employee  Contributions  that are  made for Plan  Years
          beginning  after the Plan Year in which this document is being adopted
          by  the  Employer.   Required  Employee  Contributions  and  Voluntary
          Employee  Contributions  for Plan Years  beginning  after December 31,
          1986, but before the Plan Year in which this document is adopted, will
          be limited so as to meet the  nondiscrimination  test of Code  section
          401(m) as provided in Section 4A.4.

     (c)  Contributions - Timing.

          Contributions  made on other than an annual basis shall be paid to the
          Trust or Insurance  Company,  as applicable,  not less frequently than
          monthly or every four  weeks.  Contributions  made on an annual  basis
          shall be paid to the Trust or the Insurance Company, as applicable, at
          the end of the Plan Year,  or as soon as possible on or after the last
          day of such  Plan  Year,  but in any  event  not  later  than the date
          prescribed  by law  for  filing  the  Employer's  income  tax  return,
          including any extension thereof.  To the extent that contributions are
          used to purchase Life Insurance  Policies,  such contributions for any
          Plan Year may be paid to the Trust when premiums for such Policies are
          due during the Plan Year.

     (d)  Contributions - Allocation.

          Employer Contributions shall be allocated to the Participants' Account
          in accordance  with the  allocation  requirements  as specified by the
          Employer in the  Adoption  Agreement.  If the  Employer  has adopted a
          standardized  plan, the allocation of any nonannual  contribution made
          by  the  Employer  shall  be  made  for  each  Participant  who  is  a
          Participant on any day of the Contribution  Period regardless of Hours
          of Service.

     (e)  Forfeitures.

          Forfeitures  will  be  used  in the  manner  elected  in the  Adoption
          Agreement as follows:

          (1)  To reduce Employer contributions or pay Plan expenses; or

          (2)  Allocated in the same manner  elected in the  Adoption  Agreement
               for the allocation of Employer contributions; or

          (3)  First,  to reduce  Employer  contributions  or pay Plan expenses,
               with any  remaining  Forfeitures  allocated  in the  same  manner
               elected in the Adoption  Agreement for the allocation of Employer
               contributions.

     (f)  Expenses.

          The Employer may  contribute  to the Plan the amount  necessary to pay
          any applicable expense charges and administration  charges. In lieu of
          the Employer  contributing  the amount  necessary to pay such charges,
          these expenses may be paid from Plan assets.


Article II - General Provisions         40                      October 27, 1995







2C.3 ROLLOVER CONTRIBUTIONS.

     If elected by the Employer in the Adoption Agreement, and without regard to
     the  limitations  imposed under  Section 4B, the Plan may receive  Rollover
     Contributions  on behalf of an  Employee,  if the  Employee  is so entitled
     under Code sections 402(c),  403(a)(4), or 408(d)(3)(A).  Contributions may
     be rolled over either directly or indirectly,  in the form of cash, and may
     be all or a portion of the funds eligible for rollover. Receipt of Rollover
     Contributions  shall be subject to the approval of the Plan  Administrator.
     Before  approving  the  receipt  of  a  Rollover  Contribution,   the  Plan
     Administrator  may  request  any  documents  or other  information  from an
     Employee  or  opinions  of  counsel  which  the  Plan  Administrator  deems
     necessary to establish that such amount is a Rollover Contribution.

     If  Rollover  Contributions  are elected by the  Employer  in the  Adoption
     Agreement,  they may be  received  from an  Employee  who is not  otherwise
     eligible  to  participate  in  the  Plan.  Rollover  Contributions  may  be
     withdrawn  by such  Employee  pursuant to the  provisions  of the  Adoption
     Agreement  and  Section  3E. In  addition,  such  Employee  may  direct the
     investment and transfer of amounts in his Participant's Account pursuant to
     the terms of Section 5A. Upon  Termination  of  Employment,  such  Employee
     shall be entitled to a distribution of his Participant's Account.

2C.4 CONTRIBUTIONS SUBJECT TO DAVIS-BACON ACT.

     If the Employer  designates  under the  Adoption  Agreement  that  Employer
     contributions are to be made in different  amounts for different  contracts
     subject to the Davis-Bacon  Act or other  Prevailing Wage Law, the Employer
     shall file with the Plan Administrator an irrevocable  written  designation
     for each Prevailing Wage Law project,  stating the hourly contribution rate
     to be  contributed  to the Plan by the Employer for each class of Employees
     working on the  project  in order to comply  with the  Prevailing  Wage Law
     applicable  to the project.  The  contribution  rate  designation  shall be
     irrevocable  with  respect  to work on that  project,  although  the hourly
     contribution  rate may be  increased  prospectively  by the filing of a new
     written contribution rate designation with the Plan Administrator.

2C.5 QVEC CONTRIBUTIONS.

     The Plan Administrator  will not accept QVEC  Contributions  which are made
     for a taxable year beginning  after December 31, 1986.  Contributions  made
     prior to that date will be  maintained  in a separate  account that will be
     nonforfeitable at all times. The account will share in the gains and losses
     under the Plan in the same manner as described in Section SA.3 of the Plan.
     No part of the QVEC Contributions portion of the Participant's Account will
     be  used  to  purchase  Life  Insurance  Policies.  No  part  of  the  QVEC
     Contributions  portion of the  Participant's  Account will be available for
     loans.  Subject to Section 3C, joint and Survivor Annuity  Requirements (if
     applicable),   the   Participant   may   withdraw  any  part  of  his  QVEC
     Contributions by making a written application to the Plan Administrator.


Article II - General Provisions         41                     October 27, 1995







                           ARTICLE III - DISTRIBUTIONS

                         3A. TIMING AND FORM OF BENEFITS

3A.1 PAYMENT OF BENEFITS.  The rules and  procedures for electing the timing and
     form of distribution effective for each Participant or Beneficiary shall be
     formulated  and  administered  by the Plan  Administrator  in a  consistent
     manner for all  Participants in similar  circumstances.  For money purchase
     and target benefit plans,  the normal form of distribution  shall be a Life
     Annuity.  For a profit sharing plan, the normal form of distribution  shall
     be  cash.  For  any  plan,  the  distribution   shall  be  made  within  an
     administratively  reasonable  time following the date the  application  for
     distribution is filed with the Plan Administrator.

     If elected by the Employer in the Adoption Agreement, a Participant, or his
     Beneficiary as the case may be, may elect to receive distribution of all or
     a portion of his Vested  Interest in one or a combination  of the following
     forms of payment:

     (a)  Single sum cash payment;

     (b)  Life Annuity;

     (c)  Installment  Payments  (i.e.,  a series of  periodic  single-sum  cash
          payments over time, with no life contingency);

     (d)  Installment  Refund Annuity (i.e.,  an Annuity that provides for fixed
          monthly payments for a period certain of not less than 3 nor more than
          15 years. If a Participant dies before the period certain expires, the
          Annuity  will  be  paid  to  the  Participant's  Beneficiary  for  the
          remainder of the period certain. The period certain shall be chosen by
          the  Participant  at the  time  the  Annuity  is  purchased  with  the
          Participant's Vested Interest. The Installment Refund Annuity is not a
          Life  Annuity  and in no event  shall the period  certain  extend to a
          period   which   equals  or  exceeds  the  life   expectancy   of  the
          Participant);

     (e)  Employer stock, to the extent the Participant is invested therein.

          All  distributions  are subject to the provisions of Section 3C, joint
          and Survivor Annuity Requirements.

          If the value of a  Participant's  Vested  Interest has never  exceeded
          $3,500  at  anytime,  the  Employer  shall  indicate  in the  Adoption
          Agreement whether a distribution shall be made in the form of a single
          sum cash payment upon such Participant's Termination of Employment and
          may not be deferred or the Participant may elect to defer distribution
          until the April 1 following  the calendar year in which he reaches age
          70-1/2.   If  the  Employer   permits   Participants   to  defer  such
          distributions,  failure  to make an  election  will be deemed to be an
          election to defer to the April I following  the calendar year in which
          the Participant reaches age 70-1/2.



Article III - Distributions             42                      October 27, 1995







          If the  Participant's  Vested Interest  exceeds (or at the time of any
          prior  distribution  exceeded) $3,500,  and such amount is immediately
          distributable,  the  Participant  and  the  Participant's  Spouse,  if
          required, (or where either the Participant or the Spouse has died, the
          survivor) must consent to any  distribution  of such account  balance.
          The  consent  of the  Participant  and the  Participant's  Spouse,  if
          required, shall be obtained in writing within the 90-day period ending
          on the Annuity Starting Date. The "Annuity Starting Date" is the first
          day of the first  period  for which an amount is paid as an Annuity or
          any other form.

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

          Instead of consenting to a distribution,  the Participant may elect to
          defer the  distribution  until the April 1 following the calendar year
          in which he reaches  age 70-1/2.  Failure to make an election  will be
          deemed  to be an  election  to  defer  to the  April 1  following  the
          calendar year in which he reaches age 70-1/2.

          The  Plan   Administrator   shall  notify  the   Participant  and  the
          Participant's  Spouse  of the right to defer  any  distribution.  Such
          notification  shall  include a  general  description  of the  material
          features and an  explanation  of the  relative  values of the optional
          forms of  benefit  available  under  the Plan in a manner  that  would
          satisfy the notice  requirements of Code section 417(a)(3),  and shall
          be provided no less than 30 days and no more than 90 days prior to the
          Annuity Starting ate.

          If the  distribution is one to which Code sections  401(a)(11) and 417
          do not apply,  such  distribution may commence less than 30 days after
          the notice required under Code regulation  section  1.411(a)-11(c)  is
          given, provided that:

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

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

          Notwithstanding  the foregoing,  only the Participant  need consent to
          the  commencement  of a distribution  in the form of a Qualified Joint
          and  Survivor   Annuity  while  the  account  balance  is  immediately
          distributable.  Furthermore,  if  payment  in the form of a  Qualified
          joint  and  Survivor  Annuity  is not  required  with  respect  to the
          Participant pursuant to Section 3C.6 of the Plan, only the Participant
          need  consent  to the  distribution  of an  account  balance  that  is
          immediately distributable.  Neither the consent of the Participant nor
          the  Participant's  Spouse  shall be  required  to the  extent  that a
          distribution is required to satisfy Code section  401(a)(9) or section
          415. In addition,  upon termination of this Plan, if the Plan does not
          offer an annuity option (purchased from a commercial  provider) and if
          the  Employer or any entity  within the same  controlled  group as the
          Employer does not maintain  another defined  contribution  plan (other
          than an  employee  stock ownership  plan  as defined  in  Code section


Article III - Distributions             43                      October 27, 1995







          4975(e)(7)),  the  Participant's  account  balance  will,  without the
          Participant's consent, be distributed to the Participant.  However, if
          any entity within the same controlled group as the Employer  maintains
          another  defined  contribution  plan  (other  than an  employee  stock
          ownership  plan  as  defined  in Code  section  4975(e)(7),  then  the
          Participant's   account  balance  will  be  transferred   without  the
          Participant's  consent to the other plan if the  Participant  does not
          consent to an immediate distribution.

          For purposes of determining the applicability of the foregoing consent
          requirements to  distributions  made before the first day of the first
          Plan Year beginning after December 31, 1988, the Participant's  vested
          account  balance  shall  not  include  amounts  attributable  to  QVEC
          Contributions made between December 31, 1981 and January 1, 1987, plus
          gains and minus losses thereon ("accumulated QVEC Contributions").

          The terms of any annuity  contract  purchased and  distributed  by the
          Plan to a Participant or Spouse shall comply with the  requirements of
          this Plan.

          A Participant  who  terminates  employment  and does not consent to an
          immediate  distribution shall have his distribution  deferred.  Such a
          distribution  shall  commence no later than the April I following  the
          date the Participant attains age of 70-1/2. Loans may not be initiated
          for  Participants  covered  by this  paragraph  except  if,  after his
          Termination    of   Employment,    the    Participant   is   still   a
          party-in-interest  (as defined in ERISA).  A Participant who continues
          to maintain an account balance under the Plan may elect to withdraw an
          amount  which is equal to any whole  percentage  (not to exceed  100%)
          from his  Participant's  Account.  Such an  election  shall be made in
          accordance with Section 3E. Such Participant as described herein shall
          have the  authority to direct the  transfer of his Vested  Interest in
          accordance with Section SA.2. The election to defer  distribution  may
          be revoked  at any time by  submitting  a written  request to the Plan
          Administrator.  Any Forfeiture  attributable  to withdrawals  shall be
          subject to the  requirements  of Sections 3D.1 and 3E.8 of the Plan. A
          Participant  whose  Termination of Employment is on or after his Early
          Retirement  Date may elect to defer the  distribution  subject  to the
          requirements of Section 3B.

3A.2 COMMENCEMENT  OF  BENEFITS.   Unless  the  Participant   elects  otherwise,
     distribution  of  benefits  will begin no later than the 60th day after the
     latest of the close of the Plan Year in which:

     (a)  The Participant attains age 65 (or Normal Retirement Age, if earlier);

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

     (c)  The Participant terminates Service with the Employer.

     Notwithstanding  the foregoing,  the failure of a Participant and Spouse to
     consent to a  distribution,  if  required,  while a benefit is  immediately
     distributable  within the  meaning of  Section  3A.1 of the Plan,  shall be
     deemed to be an election to defer  distribution to the date the Participant
     attains age 70-1/2.


Article III - Distributions             44                      October 29, 1996







     However,  in no event shall distribution of that portion of a Participant's
     Account attributable to Elective Deferral Contributions, Qualified Matching
     Contributions, and Qualified Nonelective Contributions be made prior to the
     earliest of the Participant's  Retirement,  death,  Disability,  separation
     from  Service,  attainment  of age  59-1/2,  or,  with  respect to Elective
     Deferral Contributions only, due to Serious Financial Hardship, unless such
     distribution is made on account of:

     (a)  The  Employer's  sale,  to an unrelated  entity,  of its interest in a
          subsidiary (within the meaning of Code section  409(d)(3)),  where the
          Employer continues to maintain this Plan and the Participant continues
          employment with the subsidiary; or

     (b)  The Employer's sale, to an unrelated corporation, of substantially all
          assets  (within the  meaning of Code  section  409(d)(2))  used in its
          trade or business,  where the Employer continues to maintain this Plan
          and the Participant  continues  employment with the employer acquiring
          such assets; or

     (c)  The  termination  of the Plan, as provided in Section 7B,  without the
          establishment  of another  defined  contribution  plan,  other than an
          employee stock ownership plan (as defined in Code sections  4975(e) or
          409) or a simplified  employee pension plan as defined in Code section
          408(k).

     All  distributions  that may be made in accordance  with one or more of the
     preceding  distributable  events are subject to the spousal and Participant
     consent  requirements (if applicable) of Code sections  401(a)(11) and 417.
     In addition,  distributions  made after March 31, 1988, which are triggered
     by any of the events described in the immediately preceding paragraphs (a),
     (b), or (c), must be made in a lump sum.

3A.3 FROM LIFE INSURANCE POLICIES.  The Trustee shall arrange with the Insurance
     Company any  distribution  due to any Participant  during his lifetime from
     any  Life  Insurance  Policy  or  Policies  on  his  life.  The  manner  of
     distribution  shall be a transfer  of the values of said Policy or Policies
     to the  Participant's  Account  for  distribution  as a portion  thereof in
     accordance with this Section.

     Subject  to  Section  3C,  joint and  Survivor  Annuity  Requirements,  the
     Policies on a Participant's life will be converted to cash or an Annuity or
     distributed to the Participant upon commencement of benefits.

     In the event of any  conflict  between the terms of this Plan and the terms
     of any Life Insurance Policy purchased hereunder, the Plan provisions shall
     control.

3A.4 NONTRANSFERABLE.   Any  Annuity  Contract   distributed  herefrom  must  be
     nontransferable.

3A.5 ALTERNATE  PAYEE SPECIAL  DISTRIBUTION.  Distributions  pursuant to Section
     5D.8 may be made  without  regard  to the age or  employment  status of the
     Participant.



Article III - Distributions             45                      October 29, 1996







                      3B. MINIMUM DISTRIBUTION REQUIREMENTS

3B.1 DEFINITIONS.

     (a)  APPLICABLE LIFE EXPECTANCY.  The term Applicable Life Expectancy means
          the Life Expectancy (or joint and last survivor expectancy) calculated
          using the attained age of the Participant (or Designated  Beneficiary)
          as of the Participant's (or Designated  Beneficiary's) birthday in the
          applicable  calendar  year reduced by one for each calendar year which
          has elapsed since the date Life  Expectancy was first  calculated.  If
          Life Expectancy is being recalculated,  the Applicable Life Expectancy
          shall be the Life Expectancy so recalculated.  The applicable calendar
          year  shall  be the  first  Distribution  Calendar  Year,  and if Life
          Expectancy is being recalculated, such succeeding calendar year.

     (b)  DESIGNATED  BENEFICIARY.  The term  Designated  Beneficiary  means the
          individual  who is  designated  as the  Beneficiary  under the Plan in
          accordance with Code section 401(a)(9) and the regulations thereunder.
          If a  Participant's  Beneficiary,  as determined  in  accordance  with
          Section  1.8,  is his  estate,  such  Participant  shall be treated as
          having no Designated Beneficiary.

     (c)  DISTRIBUTION  CALENDAR YEAR. The term Distribution Calendar Year means
          a calendar  year for which a minimum  distribution  is  required.  For
          distributions  beginning  before the  Participant's  death,  the first
          Distribution  Calendar Year is the calendar year immediately preceding
          the calendar year which contains the Participant's  Required Beginning
          Date. For distributions  beginning after the Participant's  death, the
          first  Distribution  Calendar  Year  is the  calendar  year  in  which
          distributions are required to begin pursuant to Section 3B.3 below.

     (d)  5-PERCENT  OWNER.  For purposes of this  Section,  the term  5-Percent
          Owner  means a  5-percent  owner as  defined  in Code  section  416(i)
          (determined  in  accordance  with  section 416 but  without  regard to
          whether the Plan is Top-Heavy) at any time during the Plan Year ending
          with or within the calendar  year in which such  Employee  attains age
          66-1/2 or any later Plan Year.

     (e)  LIFE  EXPECTANCY.  The term Life Expectancy  means life expectancy and
          joint and last survivor  expectancy as computed by use of the expected
          return multiples in Table V and VI of section 1.72-9 of the Income Tax
          Regulations.

          Unless otherwise elected by the Participant (or Spouse, in the case of
          distributions   described   in   Section   3B.3(b)(2))   by  the  time
          distributions  are  required  to  begin,  Life  Expectancies  shall be
          recalculated  annually.  Such election  shall be irrevocable as to the
          Participant (or Spouse) and shall apply to all subsequent  years.  The
          Life Expectancy of a non-Spouse Beneficiary may not be recalculated.

 

Article III - Distributions             46                      October 29, 1996






     (f)  PARTICIPANT'S BENEFIT. The term Participant's Benefit means:

          (1)  The  Participant's  Vested Interest as of the last valuation date
               in the  calendar  year  immediately  preceding  the  Distribution
               Calendar Year ("Valuation Calendar Year") increased by the amount
               of   any   contributions   or   Forfeitures   allocated   to  the
               Participant's  Account as of dates in the Valuation Calendar Year
               after the valuation date and decreased by  distributions  made in
               the Valuation Calendar Year after the valuation date.

          (2)  Exception for second Distribution  Calendar Year. For purposes of
               paragraph (1) above,  if any portion of the minimum  distribution
               for the first  Distribution  Calendar  Year is made in the second
               Distribution  Calendar  Year on or before the Required  Beginning
               Date, the amount of the minimum  distribution  made in the second
               Distribution  Calendar  Year  shall be  treated as if it had been
               made in the immediately preceding Distribution Calendar Year.

     (g)  REQUIRED BEGINNING DATE. The term Required Beginning Date means:

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

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

               (A)  Non-5-Percent  Owners.  The  Required  Beginning  Date  of a
                    Participant who is not a 5-Percent Owner is the first day of
                    April of the calendar  year  following  the calendar year in
                    which the later of  retirement  or  attainment of age 70-1/2
                    occurs.

               (B)  5-Percent   Owners.   The  Required   Beginning  Date  of  a
                    Participant  who  is  a  5-Percent  Owner  during  any  year
                    beginning  after December 31, 1979 is the first day of April
                    following the later of:

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

                    (ii) The  earlier  of the  calendar  year which ends with or
                         within the Plan Year in which the Participant becomes a
                         5-Percent  Owner,  or the  calendar  year in which  the
                         Participant retires.

                    The Required  Beginning  Date of a Participant  who is not a
                    5-Percent  Owner who attained age 70-1/2 during 1988 and who
                    has not retired as of January 1, 1989 is April 1, 1990.



Article III - Distributions             47                      October 27, 1995







          (3)  Once  distributions  have begun to a  5-Percent  Owner under this
               Section,  they  must  continue  to be  distributed,  even  if the
               Participant ceases to be a 5-Percent Owner in a later year.

3B.2 DISTRIBUTION REQUIREMENTS.

     (a)  Except as otherwise provided in Section 3C, joint and Survivor Annuity
          Requirements,  the  requirements of this Section 3B shall apply to any
          distribution  of  a  Participant's   Accrued  Benefit  and  will  take
          precedence  over any  inconsistent  provisions  of this  Plan.  Unless
          otherwise specified,  the provisions of this Section apply to calendar
          years beginning after December 31, 1984.

     (b)  All  distributions  required under this Section 3B shall be determined
          and made in  accordance  with  regulations  under  section  401(a)(9),
          including the minimum  distribution  incidental benefit requirement of
          regulations section 1.401(a)(9)-2.

          A Participant's entire Vested Interest must be distributed or begin to
          be  distributed  no later than the  Participant's  Required  Beginning
          Date.

     (c)  Limits on Distribution  Periods. As of the first Distribution Calendar
          Year,  distributions,  if not made in a single  sum,  may only be made
          over one of the following periods (or a combination thereof):

          (1)  The life of the Participant;

          (2)  The life of the Participant and a Designated Beneficiary;

          (3)  A period certain not extending  beyond the Life Expectancy of the
               Participant; or

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

     (d)  Determination   of  amount  to  be  distributed   each  year.  If  the
          Participant's  Vested  Interest is to be  distributed  in other than a
          single sum, the following minimum distribution rules shall apply on or
          after the Required Beginning Date:

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



Article III - Distributions             48                      October 27, 1995







          (2)  For  calendar  years  beginning  before  January 1, 1989,  if the
               Participant's  Spouse  is not  the  Designated  Beneficiary,  the
               method of distribution  selected must assure that at least 50% of
               the present  value of the amount  available for  distribution  is
               paid within the Life Expectancy of the Participant.

          (3)  For calendar years  beginning after December 31, 1988, the amount
               to be distributed each year, beginning with distributions for the
               first  Distribution  Calendar  Year,  shall  not be less than the
               quotient  obtained by dividing the  Participant's  benefit by the
               lesser  of  (1)  the  Applicable  Life  Expectancy  or (2) if the
               Participant's  Spouse  is not  the  Designated  Beneficiary,  the
               applicable  divisor  determined  from  the  table  set  forth  in
               regulations  section  1.401(a)(9)- 2, Q&A-4.  Distributions after
               the  death of the  Participant  shall be  distributed  using  the
               Applicable  Life Expectancy in Section  3B.2(d)(1)  above, as the
               relevant   divisor   without   regard  to   regulations   section
               1.401(a)(9)-2.

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

     (e)  Other Forms. If the  Participant's  benefit is distributed in the form
          of an  Annuity  purchased  from an  Insurance  Company,  distributions
          thereunder  shall be made in accordance with the  requirements of Code
          section 401(a)(9) and the regulations thereunder.

3B.3 DEATH  DISTRIBUTION  PROVISIONS.  Upon the  death of the  Participant,  the
     following distribution provisions shall take effect:

     (a)  Distributions  Beginning  Before Death. If the Participant  dies after
          distribution  of his entire Vested  Interest has begun,  the remaining
          portion of such entire Vested Interest will continue to be distributed
          at least as  rapidly as under the  method of  distribution  being used
          prior to the Participant's death.

     (b)  Distributions  Beginning After Death.  If the Participant  dies before
          distribution of his entire Vested Interest begins, distribution of the
          Participant's entire Vested Interest shall be completed by December 31
          of  the  calendar  year  containing  the  fifth   anniversary  of  the
          Participant's  death  except to the extent that an election is made to
          receive distributions in accordance with (1) or (2) below:

          (1)  If any portion of the  Participant's  entire  Vested  Interest is
               payable to a Designated  Beneficiary,  distributions  may be made
               over the Life Expectancy of the Designated Beneficiary commencing
               on  or  before  December  31 of  the  calendar  year  immediately
               following the calendar year in which the Participant died;


Article III - Distributions             49                      October 27, 1995







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

          If the Participant  has not made an election  pursuant to this Section
          3B.3(b) by the time of his or her death, the Participant's  Designated
          Beneficiary  must elect the method of  distribution  no later than the
          earlier of (1) December 31 of the calendar year in which distributions
          would be required to begin under this  Section,  or (2) December 31 of
          the  calendar  year  which  contains  the  fifth  anniversary  of  the
          Participant's  date of death.  If the  Participant  has no  Designated
          Beneficiary,  or if the Designated Beneficiary does not elect a method
          of  distribution,  distribution  of the  Participant's  entire  Vested
          Interest  must  be  completed  by  December  31 of the  calendar  year
          containing the fifth anniversary of the  Participant's  death and will
          be paid in the form of a single sum cash payment.

     (c)  For purposes of Section  3B.3(b) above,  if the surviving  Spouse dies
          after the  Participant,  but before payments to such Spouse begin, the
          provisions  of this Section,  with the  exception of paragraph  (b)(2)
          therein,  shall  be  applied  as if  the  surviving  Spouse  were  the
          Participant.

     (d)  For purposes of this Section,  distribution of a Participant's  entire
          Vested Interest  pursuant to Section 3B.3(b) is considered to begin on
          the Participant's  Required Beginning Date (or, if paragraph (c) above
          is  applicable,  the date  distribution  is  required  to begin to the
          Surviving  Spouse).   If  distribution  in  the  form  of  an  Annuity
          irrevocably commences to the Participant before the Required Beginning
          Date,  the  date  distribution  is  considered  to  begin  is the date
          distribution actually commences.

3B.4 TRANSITIONAL RULE.

     (a)  Notwithstanding  the other requirements of this Section 3B and subject
          to  the  requirements  of  Section  3C,  joint  and  Survivor  Annuity
          Requirements,  distribution  on behalf of any  Employee,  including  a
          5-Percent  Owner,  may be made in accordance with all of the following
          requirements (regardless of when such distribution commences):

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

          (2)  The  distribution  is in accordance with a method of distribution
               designated by the Employee  whose entire  Vested  Interest in the
               Plan is being  distributed or, if the Employee is deceased,  by a
               Beneficiary of such Employee.



Article III - Distributions             50                      October 27, 1995







          (3)  Such  designation  was in writing,  was signed by the Employee or
               the Beneficiary, and was made before January 1, 1984.

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

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

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

     (c)  For any  distribution  that  commences  before  January 1,  1984,  but
          continues after December 31, 1983, the Employee or the Beneficiary, to
          whom  such  distribution  is  being  made,  will be  presumed  to have
          designated the method of distribution  under which the distribution is
          being made if the method of distribution  was specified in writing and
          the distribution  satisfies the requirements in subsections (a)(1) and
          (5).

     (d)  If a designation is revoked, any subsequent  distribution must satisfy
          the requirements of Code section 401(a)(9) and related regulations. If
          a  designation  is revoked  subsequent to the date  distributions  are
          required to begin, the Plan must distribute by the end of the calendar
          year  following the calendar year in which the  revocation  occurs the
          total  amount not yet  distributed  which would have been  required to
          have been  distributed  to satisfy Code section  401(a)(9) and related
          regulations,  except for the TEFRA  section  242(b)(2)  election.  For
          calendar years beginning  after December 31, 1988; such  distributions
          must meet the minimum distribution  incidental benefit requirements in
          regulations section 1.401(a)(9)-2. Any changes in the designation will
          be considered to be a revocation of the designation. However, the mere
          substitution or addition of another  Beneficiary (one not named in the
          designation)  under the  designation  will not be  considered  to be a
          revocation  of the  designation,  so  long  as  such  substitution  or
          addition does not alter the period over which  distributions are to be
          made under the  designation,  directly or indirectly (for example,  by
          altering the relevant  measuring life). In the case in which an amount
          is  transferred  or rolled from one plan to another plan, the rules in
          Q&A J-2 and Q&A J-3 shall apply.

                   3C. JOINT AND SURVIVOR ANNUITY REQUIREMENTS

3C.1 APPLICABILITY.  Except as provided in Section 3C.6,  the provisions of this
     Section 3C shall apply to any Participant who is credited with at least one
     Hour of Service with the  Employer on or after  August 23,  1984,  and such
     other Participants as provided in Section 3C.7.


Article III - Distributions             51                      October 27, 1995








3C.2 DEFINITIONS. The following definitions shall apply to this Section 3C.

     (a)  EARLIEST  RETIREMENT  AGE. The term Earliest  Retirement Age means the
          earliest date on which, under the Plan, the Participant could elect to
          receive retirement benefits.

     (b)  ELECTION  PERIOD.  The term  Election  Period  means the period  which
          begins on the  first  day of the Plan  Year in which  the  Participant
          attains age 35 and ends on the date of the  Participant's  death. If a
          Participant  separates from service prior to the first day of the Plan
          Year in which he attains  age 35, with  respect to the Vested  Account
          Balance as of the date of separation,  the election period shall begin
          on the date of separation.

          Pre-age 35 waiver:  A Participant who will not yet attain age 35 as of
          the end of any current Plan Year may make a special Qualified Election
          to waive the Qualified  Preretirement  Survivor Annuity for the period
          beginning on the date of such  election and ending on the first day of
          the Plan  Year in which  the  Participant  will  attain  age 35.  Such
          election shall not be valid unless the Participant  receives a written
          explanation of the Qualified  Preretirement  Survivor  Annuity in such
          terms as are  comparable  to the  explanation  required  under Section
          3C.5(a).  Except as provided in Section 3C.6, Qualified  Preretirement
          Survivor coverage will be automatically reinstated as of the first day
          of the Plan  Year in which the  Participant  attains  age 35.  Any new
          waiver on or after such date shall be subject to the full requirements
          of this Section 3C.

     (c)  QUALIFIED  ELECTION.  The term Qualified  Election means a waiver of a
          Qualified  Joint and  Survivor  Annuity or a  Qualified  Preretirement
          Survivor Annuity. Any waiver of a Qualified Joint and Survivor Annuity
          or a Qualified  Preretirement  Survivor Annuity shall not be effective
          unless:  (a) the  Participant's  Spouse  consents  in  writing  to the
          election;   (b)  the  election  designates  a  specific   Beneficiary,
          including any class of beneficiaries or any contingent  beneficiaries,
          which  may not be  changed  without  spousal  consent  (or the  Spouse
          expressly permits  designations by the Participant without any further
          spousal consent);  (c) the Spouse's consent acknowledges the effect of
          the  election;  and (d) the  Spouse's  consent is  witnessed by a Plan
          representative or notary public.

          Additionally,  a  Participant's  waiver  of the  Qualified  Joint  and
          Survivor Annuity shall not be effective unless the election designates
          a form of benefit  payment  which may not be changed  without  spousal
          consent  (or  the  Spouse  expressly   permits   designations  by  the
          Participant without any further spousal consent). If it is established
          to the satisfaction of a Plan  representative  that there is no Spouse
          or that the  Spouse  cannot  be  located,  a waiver  will be  deemed a
          Qualified Election.

          Any  consent  by  a  Spouse   obtained   under  this   provision   (or
          establishment  that the consent of a Spouse may not be obtained) shall
          be effective only with respect to such Spouse.  A consent that permits
          designations  by the  Participant  without any  requirement of further
          consent by such Spouse must  acknowledge that the Spouse has the right
          to limit  consent to a specific  Beneficiary,  and a specific  form of
          benefit where applicable,  and that the Spouse  voluntarily  elects to
          relinquish  either or  both of such  rights.  A revocation  of a prior


Article III - Distributions             52                      October 27, 1995







          waiver may be made by a Participant  without the consent of the Spouse
          at any time  before  the  commencement  of  benefits.  The  number  of
          revocations  shall not be  limited.  No  consent  obtained  under this
          provision shall be valid unless the Participant has received notice as
          provided in Section 3C.5 below.

     (d)  QUALIFIED  JOINT AND SURVIVOR  ANNUITY.  The term Qualified  Joint and
          Survivor  Annuity  means  an  immediate  Annuity  for the  life of the
          Participant  with a survivor  Annuity for the life of the Spouse which
          is not less  than 50  percent  and not more  than 100  percent  of the
          amount of the Annuity  which is payable  during the joint lives of the
          Participant  and the Spouse  and which is the amount of benefit  which
          can be purchased with the  Participant's  Vested Account Balance.  The
          percentage of the survivor  annuity under the Plan shall be 50 percent
          (unless a different percentage is elected by the Participant).

     (e)  VESTED  ACCOUNT  BALANCE.  The term Vested  Account  Balance means the
          aggregate value of the  Participant's  vested account balances derived
          from contributions made by both the Participant and Employer,  whether
          vested  before or upon death,  including  the  proceeds  of  insurance
          contracts,   if  any,   on  the   Participant's   life  and   Rollover
          Contributions.  The  provisions  of this  Section 3C shall  apply to a
          Participant  who  is  vested  in  amounts   attributable  to  Employer
          contributions,  Employee  Contributions (or both) made under this Plan
          at the time of death or distribution.

3C.3 QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form of benefit is
     selected  pursuant to a Qualified  Election within the 90-day period ending
     on the  Annuity  Starting  Date,  a married  Participant's  Vested  Account
     Balance will be paid in the form of a Qualified joint and Survivor  Annuity
     and an unmarried  Participant's  Vested Account Balance will be paid in the
     form of a Life  Annuity.  The  Participant  may elect to have such  Annuity
     distributed upon attainment of the Earliest Retirement Age under the Plan.

3C.4 QUALIFIED  PRERETIREMENT  SURVIVOR  ANNUITY.  Unless  an  optional  form of
     benefit  has  been  selected  within  the  Election  Period  pursuant  to a
     Qualified Election, if a Participant dies before the Annuity Starting Date,
     then no less than 50 percent (or 100 percent if so elected in the  Adoption
     Agreement) of the  Participant's  Vested  Account  Balance shall be applied
     toward the purchase of an Annuity for the life of the surviving  Spouse. If
     less than 100 percent is selected, then the remaining portion of the Vested
     Account  Balance shall be paid to the  Participant's  Beneficiary.  If less
     than 100  percent of the Vested  Account  Balance is paid to the  surviving
     Spouse,  the amount of Employee  Contributions  allocated to the  surviving
     Spouse will be in the same proportion as the Employee  Contributions  bears
     to the total  Vested  Account  Balance of the  Participant.  The  surviving
     Spouse  may  elect to have such  Annuity  distributed  within a  reasonable
     period after the Participant's death.

3C.5 NOTICE REQUIREMENTS.

     (a)  In the  case of a  Qualified  joint  and  Survivor  Annuity,  the Plan
          Administrator  shall  no less  than 30 days  and no more  than 90 days
          prior to the  Annuity Starting  Date provide each  Participant  with a


Article III - Distributions             53                      October 27, 1995







          written  explanation  of: (i) the terms and  conditions of a Qualified
          joint and Survivor Annuity;  (ii) the Participant's  right to make and
          the effect of an election to waive the  Qualified  Joint and  Survivor
          Annuity form of benefit;  (iii) the rights of a Participant's  Spouse;
          and (iv) the  right to make,  and the  effect  of, a  revocation  of a
          previous election to waive the Qualified Joint and Survivor Annuity.

     (b)  In the case of a Qualified  Preretirement  Survivor Annuity,  the Plan
          Administrator  shall provide each  Participant  within the  applicable
          period  (described  in  subsection  (c) below) for such  Participant a
          written -explanation of the Qualified  Preretirement  Survivor Annuity
          in such  terms  and in such  manner  as  would  be  comparable  to the
          explanation  provided for meeting the  requirements of Section 3C.S(a)
          applicable to a Qualified joint and Survivor Annuity.

     (c)  The  "applicable  period"  for  a  Participant  is  whichever  of  the
          following  periods ends last: (i) 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; (ii) a reasonable period ending
          after the individual becomes a Participant;  (iii) a reasonable period
          ending after the  Qualified  joint and  Survivor  Annuity is no longer
          fully  subsidized;  (iv) a reasonable period ending after this Section
          3C first applies to the  Participant.  Notwithstanding  the foregoing,
          notice  must be  provided  within a  reasonable  period  ending  after
          separation from Service before attaining age 35.

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

     (d)  Notwithstanding the other requirements of this Section, the respective
          notices  prescribed by this Section need not be given to a Participant
          if (1) the Plan 'fully  subsidizes' the costs of a Qualified Joint and
          Survivor Annuity or Qualified  Preretirement Survivor Annuity, and (2)
          the Plan does not allow the  Participant to waive the Qualified  joint
          and Survivor Annuity or Qualified  Preretirement  Survivor Annuity and
          does  not  allow  a  married  Participant  to  designate  a  nonspouse
          Beneficiary.  For  purposes  of this  Section  3C.S(d),  a Plan  fully
          subsidizes  the costs of a benefit if no  increase in cost or decrease
          in  benefits  to the  Participant  may result  from the  Participant's
          failure to elect another benefit.

3C.6 SAFE HARBOR RULES.

     (a)  This Section  shall apply to a Participant  in a profit  sharing plan,
          and to any  distribution  made on or after  the first day of the first
          Plan Year beginning after  December 31, 1988, from or under a separate


Article III - Distributions             54                      October 29, 1996







          account  attributable  solely to accumulated  QVEC  Contributions  (as
          described in Section 3A.1),  and maintained on behalf of a Participant
          in a money purchase pension plan (including a target benefit plan), if
          the  following  conditions  are met: (1) the  Participant  does not or
          cannot elect  payments in the form of a Life  Annuity;  and (2) on the
          death of a Participant,  the Participant's Vested Account Balance will
          be paid to the  Participant's  surviving  Spouse,  but if  there is no
          surviving Spouse, or if the surviving Spouse has consented in a manner
          conforming  to  a  Qualified  Election,   then  to  the  Participant's
          designated Beneficiary.

     (b)  The  surviving  Spouse  may elect to have  distribution  of the Vested
          Account Balance  commence within the 90-day period  following the date
          of the Participant's  death. The account balance shall be adjusted for
          gains or losses occurring after the Participant's  death in accordance
          with the  provisions of the Plan  governing the  adjustment of account
          balances for other types of distributions.

     (c)  The Participant may waive the spousal death benefit  described in this
          Section  3C.6  at any  time  provided  that no such  waiver  shall  be
          effective unless it satisfies the conditions of Section 3C.2(c) (other
          than the  notification  requirement  referred to  therein)  that would
          apply  to the  Participant's  waiver  of the  Qualified  Preretirement
          Survivor Annuity.

     (d)  If this Section 3C.6 is operative,  then the other  provisions of this
          Section 3C, other than Section 3C.7, shall be inoperative.

          This Section 3C.6 shall not be operative with respect to a Participant
          in a  profit  sharing  plan  if  the  plan  is a  direct  or  indirect
          transferee of a defined  benefit plan,  money  purchase plan, a target
          benefit plan,  stock bonus,  or profit sharing plan that is subject to
          the survivor annuity requirements of Code sections 401(a)(11) and 417.

     (e)  For purposes of this Section  3C.6,  the term Vested  Account  Balance
          shall mean, in the case of a money  purchase  pension plan or a target
          benefit plan, the Participant's  separate account balance attributable
          solely to  accumulated  QVEC  Contributions  (as  described in Section
          3A.1).  In the case of a profit  sharing plan, the term Vested Account
          Balance shall have the same meaning as provided in Section 3C.2(e).

3C.7 TRANSITIONAL RULES.

     (a)  Any living  Participant not receiving benefits on August 23, 1984, who
          would  otherwise  not receive the benefits  prescribed by the previous
          Sections of this Section 3C must be given the  opportunity to elect to
          have the prior  Sections of this Section 3C a ply if such  Participant
          is  credited  with at least one Hour of  Service  under this Plan or a
          predecessor  plan in a Plan Year  beginning on or after  January 1, 19
          76, and such Participant had at least 10 years of vesting Service when
          he separated from Service.



Article III - Distributions             55                      October 29, 1996







     (b)  Any living  Participant not receiving benefits on August 23, 1984, who
          was  credited  with at least one Hour of Service  under this Plan or a
          predecessor  plan  on or  after  September  2,  1974,  and  who is not
          otherwise  credited  with any Service in a Plan Year  beginning  on or
          after  January  1,  1976,  must be given the  opportunity  to have his
          benefits paid in accordance with Section 3 C.7(d).

     (c)  The  respective  opportunities  to elect  (as  described  in  Sections
          3C.7(a)  and  3C.7(b)  above)  must  be  afforded  to the  appropriate
          Participants  during the period  commencing  on August 23,  1984,  and
          ending  on  the  date  benefits  would  otherwise   commence  to  said
          Participants.

     (d)  Any Participant who has elected pursuant to Section  3C.7(b),  and any
          Participant who does not elect under Section 3C.7(a), or who meets the
          requirements of Section 3C.7(a), except that such Participant does not
          have at least  10 years of  vesting  Service  when he  separates  from
          Service, shall have his benefits distributed in accordance with all of
          the following  requirements if benefits would have been payable in the
          form of a Life Annuity:

          (1)  Automatic joint and Survivor Annuity.. If benefits in the form of
               a Life Annuity become payable to a married Participant who:

               (A)  Begins to receive payments under the Plan on or after Normal
                    Retirement Age; or

               (B)  Dies on or after Normal  Retirement  Age while still working
                    for the Employer; or

               (C)  Begins to receive  payments on or after the Qualified  Early
                    Retirement Age; or

               (D)  Separates  from  Service  on  or  after   attaining   Normal
                    Retirement Age (or the Qualified  Early  Retirement Age) and
                    after  satisfying  the  eligibility   requirements  for  the
                    payment  of  benefits  under  the Plan and  thereafter  dies
                    before beginning to receive such benefits;

               then such benefits  will be received  under this Plan in the form
               of a Qualified Joint and Survivor Annuity, unless the Participant
               has elected  otherwise during the Election  Period.  The Election
               Period  must  begin  at  least 6 months  before  the  Participant
               attains  Qualified Early  Retirement Age and end not more than 90
               days before the commencement of benefits.  Any election hereunder
               will be in writing and may be changed by the  Participant  at any
               time.

          (2)  Election of Early Survivor Annuity. A Participant who is employed
               after attaining the Qualified Early  Retirement Age will be given
               the opportunity to elect,  during the Election Period,  to have a
               survivor Annuity payable on death.  If the Participate elects the


Article III - Distributions             56                      October 29, 1996







               survivor  Annuity,  payments  under such Annuity must not be less
               than the payments  which would have been made to the Spouse under
               the Qualified  joint and Survivor  Annuity if the Participant had
               retired on the day before his or her death.  Any  election  under
               this  provision  will be in  writing  and may be  changed  by the
               Participant at any time. The Election  Period begins on the later
               of (1) the 90th day before the Participant  attains the Qualified
               Early  Retirement  Age,  or (2) the date on  which  participation
               begins,   and  ends  on  the  date  the  Participant   terminates
               employment.

          (3)  For purposes of this Section 3C.7(d):

               (A)  Qualified Early Retirement Age is the latest of:

                    (i)  The  earliest  date,  under  the  Plan,  on  which  the
                         Participant may elect to receive retirement benefits;

                    (ii) The first day of the 120th month  beginning  before the
                         Participant reaches Normal Retirement Age; or

                    (iii) The date the Participant begins participation.

               (B)  Qualified  Joint and Survivor  Annuity is an Annuity for the
                    life of the Participant with a survivor Annuity for the life
                    of the Spouse as described in Section 3C.2(d).

                          3D. TERMINATION OF EMPLOYMENT

3D.1 DISTRIBUTION.  A Participant who terminates employment shall be entitled to
     receive a distribution  of his entire Vested  Interest.  Such  distribution
     shall be further  subject to the terms and  conditions  of Section  3C. The
     method used, as elected by the Employer in the Adoption  Agreement,  is one
     of the following:

     (a)  Immediate (Cash-Out Method).

          If at the time of his Termination of Employment the Participant is not
          100% vested and does not take a  distribution  from the portion of his
          Vested  Interest that is  attributable  to  contributions  made by the
          Employer,  the non-vested  portion of his  Participant's  Account will
          become a Forfeiture upon the date such terminated Participant incurs 5
          consecutive 1-Year Breaks-in-Service.

          However,  if  at  the  time  of  his  Termination  of  Employment  the
          Participant is not 100% vested and does take a  distribution  from the
          portion of his Vested Interest that is  attributable to  contributions
          made  by  the  Employer,  or if  the  Participant  is 0%  vested,  the
          non-vested  portion  of  his  Participant's   Account  will  become  a
          Forfeiture   immediately   upon  the   Participant's   Termination  of
          Employment date.


Article III - Distributions             57                      October 29, 1996







          If a Participant whose non-vested portion of his Participant's Account
          became a  Forfeiture  in  accordance  with the terms of the  preceding
          paragraph is later rehired by the Employer and  re-enrolls in the Plan
          before  incurring  5  consecutive  1-Year  Breaksin-Service,  then the
          amount  of the  Forfeiture  shall  be  restored  to the  Participant's
          Account by the Employer in  accordance  with the  repayment  provision
          elected by the Employer in the  Adoption  Agreement  and  described in
          Section 3D.2.

     (b)  1-Year Break-in-Service (Cash-Out Method).

          If at the time of his Termination of Employment the Participant is not
          100% vested and does not take a  distribution  from the portion of his
          Vested  Interest that is  attributable  to  contributions  made by the
          Employer,  the non-vested  portion of his  Participant's  Account will
          become a Forfeiture upon the date such terminated Participant incurs 5
          consecutive 1-Year Breaks-in-Service.

          However,  if  at  the  time  of  his  Termination  of  Employment  the
          Participant is not 100% vested and does take a  distribution  from the
          portion of his Vested Interest that is  attributable to  contributions
          made  by  the  Employer,  or if  the  Participant  is 0%  vested,  the
          non-vested  portion  of  his  Participant's   Account  will  become  a
          Forfeiture upon the date such terminated  Participant  incurs a 1-Year
          Break-in-Service.

          If  a  terminated   Participant,   whose  non-vested  portion  of  his
          Participant's Account became a Forfeiture in accordance with the terms
          of the  preceding  paragraph,  is later  rehired by the  Employer  and
          re-enrolls  in  the  Plan  before  incurring  5  consecutive  1-  Year
          Breaks-in-Service, then the amount of the Forfeiture shall be restored
          to the  Participant's  Account by the Employer in accordance  with the
          repayment  provision elected by the Employer in the Adoption Agreement
          and described in Section 3D.2.

     (c)  5 Consecutive 1-Year Breaks-in-Service.

          If at the time of his Termination of Employment the Participant is not
          100% vested, the non-vested portion of his Participant's  Account will
          become a Forfeiture upon the date the terminated  Participant incurs 5
          consecutive 1-Year Breaks-in-Service.

3D.2 REPAYMENT OF PRIOR DISTRIBUTION.

     If a terminated Participant is later rehired by the Employer and re-enrolls
     in the Plan, the following Optional Payback or Required Payback provisions,
     as elected by the Employer in the Adoption Agreement, will apply:

     (a)  Optional Payback:

          (1)  If the Participant was 0% vested at his Termination of Employment
               and did not incur 5 consecutive  1-Year  Breaks-in-Service  after
               such date, the amount which became a Forfeiture, if any, shall be
               restored by the Employer at the time such Participant  re-enrolls
               in the Plan.


Article III - Distributions             58                      October 31, 1995







          (2)  If  the  Participant  was  vested  but  not  100%  vested  at his
               Termination of Employment and did not incur 5 consecutive  1-Year
               Breaks-in-Service  after such date,  the  amount  which  became a
               Forfeiture, if any, shall be restored by the Employer at the time
               such  Participant  re-enrolls  in  the  Plan.  In  addition,  the
               Participant  may  repay  the  full  amount  of  the  distribution
               attributable  to  Employer  contributions,  if  any,  made at his
               Termination   of   Employment.   Such   repayment   of   Employer
               contributions,  however,  must be made before the Participant has
               incurred 5  consecutive  1-Year  Breaks-in-Service  following the
               date he  received  the  distribution  or  five  years  after  the
               Participant is rehired by the Employer, whichever is earlier.

          (3)  If  the   Participant   had   incurred   5   consecutive   1-Year
               Breaks-in-Service after his termination of Employment, the amount
               of the  Participant's  Account  that  became a  Forfeiture  shall
               remain a Forfeiture and such Participant shall be prohibited from
               repaying a distribution made at his Termination of Employment.

     (b)  Required Payback:

          (1)  If the Participant was 0% vested at his Termination of Employment
               and did not incur 5 consecutive  1-Year  Breaks-in-Service  after
               such date, the amount which became a Forfeiture, if any, shall be
               restored by the Employer at the time such Participant  re-enrolls
               in the Plan.

          (2)  If  the  Participant  was  vested  but  not  100%  vested  at his
               Termination of Employment and did not incur 5 consecutive  1-Year
               Breaks-in-Service  after  such  date,  the  Participant  shall be
               required   to  repay  the  full   amount   of  the   distribution
               attributable  to  Employer  contributions,  if  any,  made at his
               Termination   of   Employment.   Such   repayment   of   Employer
               contributions,  however,  must be made before the Participant has
               incurred 5 consecutive  1- Year  Breaks-in-Service  following the
               date he  received  the  distribution  or  five  years  after  the
               Participant is rehired by the Employer, whichever is earlier.

               When the  Participant  makes such  repayment,  the  amount  which
               became a Forfeiture, if any, shall be restored by the Employer at
               the same time such repayment is made. However, if the Participant
               does not  repay the  distribution  made in  accordance  with this
               Section  3D within  the  period  of time  specified  above,  that
               Forfeiture shall remain a Forfeiture.

          (3)  If  the   Participant   had   incurred   5   consecutive   1-Year
               Breaks-in-Service after his Termination of Employment, the amount
               of the  Participant's  Account  that  became a  Forfeiture  shall
               remain a Forfeiture and such Participant shall be prohibited from
               repaying the distribution made at his Termination of Employment.



Article III - Distributions             59                      October 27, 1995







3D.3 LIFE  INSURANCE  POLICY.  If all or any  portion  of the  value of any Life
     Insurance Policy on the  Participant's  life will become a Forfeiture,  the
     Participant  shall have the right to buy such  policy  from the Trustee for
     the  then  value of such  policy  less the  value  of any  Vested  Interest
     therein,  within 30 days after written notice from the Trustee is mailed to
     his last known address.

3D.4 NO FURTHER RIGHTS OR INTEREST. A Participant shall have no further interest
     in or any rights to any portion of his Participant's Account that becomes a
     Forfeiture due to his Termination of Employment once the Participant incurs
     5 consecutive 1-Year Breaks-inService in accordance with Section 2A.4.

3D.5 FORFEITURE.  Any  Forfeiture  arising in accordance  with the provisions of
     Section 3D.1 shall be treated as follows:

     Any amount of Forfeitures shall be used in accordance with (a), (b), or (c)
     below, in the manner set forth in Section 2C.

     (a)  Employer Credit.  Forfeitures  shall be used by the Employer to reduce
          and in lieu of the Employer contribution next due under Section 2C, or
          to  pay  Plan  expenses,   at  the  earliest  opportunity  after  such
          Forfeiture becomes available.

     (b)  Reallocation.  Forfeitures  shall be allocated in accordance  with the
          allocation formula of the contributions from which they arose.

     (c)  Employer Credit and Reallocation of Remainder. Forfeitures shall first
          be used to reduce and in lieu of the  Employer  contribution  next due
          under Section 2C, or to pay Plan expenses, at the earliest opportunity
          after such Forfeiture  becomes  available.  Any Forfeitures  remaining
          following  use as an Employer  credit shall be allocated in accordance
          with the  allocation  formula  of the  contributions  from  which they
          arose.

     Notwithstanding   anything  above  to  the  contrary,  if  Forfeitures  are
     generated immediately or upon the occurrence of a 1-Year  Break-in-Service,
     and a former  Participant  returns to  employment  with the Employer  after
     Forfeitures  are  generated  but prior to the  occurrence  of 5 consecutive
     1-Year Breaks-in-Service,  Forfeitures,  if any, will first be used to make
     whole the nonve5ted account of such Participant,  equal to the value of the
     nonvested  account at the time the Participant  terminated  employment with
     the Employer in accordance with the applicable  provisions of Section 3D.2.
     In the event that the  available  Forfeitures  are not  sufficient  to make
     whole  the  nonvested  account,   the  Employer  will  make  an  additional
     contribution sufficient to make the nonvested account whole.

3D.6 LOST  PARTICIPANT.  If a benefit is forfeited  because the  Participant  or
     Beneficiary  cannot be found,  as discussed in Section  5D.7,  such benefit
     will be reinstated if a claim is made by the Participant or Beneficiary.

3D.7 DEFERRAL OF DISTRIBUTION.  If elected by the Employer,  and as discussed in
     Section 3A.1, a Participant who terminates  employment and does not consent
     to an immediate distribution shall  have his distribution deferred (and may


Article III - Distributions             60                      October 27, 1995







     be responsible for all fees and expenses  associated  with  maintaining his
     account in a deferred status).

                                 3E. WITHDRAWALS

3E.1 WITHDRAWAL-EMPLOYEE CONTRIBUTIONS.

     (a)  Required  Employee  Contributions.  If the Employer has elected in its
          Adoption  Agreement  to allow for a  withdrawal  of Required  Employee
          Contributions  and earnings  thereon,  then a Participant may elect to
          withdraw from his  Participant's  Account an amount equal to any whole
          percentage  (not exceeding  100%) of his entire Vested Interest in his
          Participant's Account attributable to Required Employee  Contributions
          plus any income and minus any loss  thereon.  On the date the election
          becomes effective,  the Participant shall be suspended from making any
          further  contributions  to the  Plan,  and from  having  any  Matching
          Contributions  made on his  behalf  for a period,  as  elected  by the
          Employer in its Adoption Agreement.

     (b)  Voluntary Employee  Contributions.  If the Employer has elected in its
          Adoption  Agreement  to allow for  withdrawal  of  Voluntary  Employee
          Contributions  and earnings  thereon,  then a Participant may elect to
          withdraw  from his  Participant's  Account an amount which is equal to
          any  whole  percentage  (not  exceeding  100%)  of the  entire  Vested
          Interest  in  his  Participant's  Account  attributable  to  Voluntary
          Employee Contributions plus any income and minus any loss thereon.

     (c)  Prior Required Employee Contributions.  If the Employer has elected in
          its Adoption  Agreement to allow for a  withdrawal  of Prior  Required
          Employee  Contributions and earnings  thereon,  then a Participant may
          elect to withdraw  from his  Participant's  Account an amount equal to
          any  whole  percentage  (not  exceeding  100%)  of his  entire  Vested
          interest in his Participant's  Account  attributable to Prior Required
          Employee Contributions plus any income and minus any loss thereon.

     (d)  Prior Voluntary Employee Contributions. If the Employer has elected in
          its Adoption  Agreement  to allow for  withdrawal  of Prior  Voluntary
          Employee  Contributions and earnings  thereon,  then a Participant may
          elect to withdraw  from his  Participant's  Account an amount which is
          equal to any  whole  percentage  (not  exceeding  100%) of the  entire
          Vested  Interest in his  Participant's  Account  attributable to Prior
          Voluntary  Employee  Contributions  plus any income and minus any loss
          thereon.

     If a Participant  elects a withdrawal under the provisions of this Section,
     he may not elect  another  withdrawal  under this Section for an additional
     period specified by the Employer in its Adoption Agreement.

     The  Participant  shall  notify  the Plan  Administrator  in writing of his
     election to make a withdrawal  under this Section.  Any such election shall
     be effective as of the date specified in such notice, which date must be at
     least 15 days after notice is filed.



Article III - Distributions             61                      October 27, 1995







     No Forfeitures will occur solely as a result of an Employee's withdrawal of
     Employee Contributions.

3E.2 WITHDRAWAL  -  ELECTIVE  DEFERRAL  CONTRIBUTIONS.  If the  Participant  has
     attained  age  59-1/2,  and if selected  by the  Employer  in its  Adoption
     Agreement,  the  Participant  may elect to withdraw from his  Participant's
     Account an amount  which is equal to any whole  percentage  (not  exceeding
     100%) of his Vested Interest in his Participant's  Account  attributable to
     his Elective Deferral Contributions and earnings thereon.

     The  Participant  shall  notify  the Plan  Administrator  in writing of his
     election to make a withdrawal  under this Section.  Any such election shall
     be effective as of the date specified in such notice, which date must be at
     least 15 days after notice is filed.

3E.3 WITHDRAWAL - EMPLOYER  CONTRIBUTIONS.  If the Employer has specified in its
     Adoption Agreement that withdrawals of Matching Contributions,  Nonelective
     Contributions,   or  Prior  Employer  Contributions,   if  applicable,  are
     permitted,  a  Participant,  who has  been a  Participant  for at  least 60
     consecutive months, may elect to withdraw from his Participant's Account an
     amount  equal to a whole  percentage  (not to  exceed  100%) of his  Vested
     Interest   in  his   Participant's   Account   attributable   to   Matching
     Contributions  (and reallocated  Forfeitures,  if applicable),  Nonelective
     Contributions,  (and  reallocated  Forfeitures,  if  applicable),  or Prior
     Employer Contributions (and reallocated Forfeitures, if applicable),  along
     with earnings. On the date the election becomes effective,  the Participant
     may be suspended from making Employee  Contributions  and Elective Deferral
     Contributions,  if any, and from having Employer  contributions made on his
     behalf for a period of time,  as selected by the  Employer in its  Adoption
     Agreement.  In lieu of or in addition  to the  60-months  of  participation
     requirement,  the  Employer-may  specify  in the  Adoption  Agreement  that
     withdrawal  of  Employer  contributions,  to the  extent  vested,  shall be
     available upon or following the attainment of age 59-1/2.

     In the event a  Participant's  suspension  period  occurs during a year (or
     years) when no Employer  contributions  are made, such suspension  shall be
     taken into account when the next Employer contributions) is made.

     The  Participant  shall  notify  the Plan  Administrator  in writing of his
     election to make a withdrawal  under this Section.  Any such election shall
     be effective as of the date specified in such notice, which date must be at
     least 15 days after notice is filed.

3E.4 WITHDRAWAL  FOR  SERIOUS  FINANCIAL  HARDSHIP OF  CONTRIBUTIONS  OTHER THAN
     ELECTIVE  DEFERRAL  CONTRIBUTIONS.  Except as provided in Sections 7B.1 and
     7B.7(e),  if the Plan is a profit sharing plan or a thrift plan, and if the
     Employer has elected in its Adoption  Agreement to permit  withdraws due to
     the occurrence of events that constitute  Serious Financial  Hardships to a
     Participant,  such  Participant may withdraw all or a portion of his Vested
     Interest (excluding Elective Deferral Contributions,  Qualified Nonelective
     Contributions,  Qualified  Matching  Contributions,  and  earnings on these
     contributions).  Such Serious Financial  Hardship must be shown by positive
     evidence  submitted  to the  Plan  Administrator  that the  hardship  is of
     sufficient  magnitude  to  impair  the  Participant's  financial  security.


Article III - Distributions             62                        March 27, 1996







     Withdrawals  shall be  determined  in a  consistent  and  nondiscriminatory
     manner,  and shall not affect the  Participant's  rights  under the Plan to
     make additional withdrawals or to continue to be a Participant.

3E.5 WITHDRAWAL   FOR  SERIOUS   FINANCIAL   HARDSHIP   OF   ELECTIVE   DEFERRAL
     CONTRIBUTIONS.  If the Employer has selected in its Adoption  Agreement,  a
     distribution  may be made on  account  of  Serious  Financial  Hardship  if
     subparagraphs  (a)  and  (b) of  this  Section  are  satisfied.  The  funds
     available for withdrawal  shall be the portion of a  Participant's  Account
     attributable  to Elective  Deferral  Contributions,  including any earnings
     credited to such  contributions  as of the end of the last Plan Year ending
     before July 1, 1989  ("pre-1989  earnings"),  and if applicable,  Qualified
     Matching  Contributions credited to the Participant's Account as of the end
     of the last Plan Year  ending  before July 1, 1989,  Qualified  Nonelective
     Contributions  credited to the  Participant's  Account as of the end of the
     last Plan Year  ending  before  July 1,  1989,  and any  pre-1989  earnings
     attributable to Qualified Matching Contributions,  or Qualified Nonelective
     Contributions.   Qualified   Matching   Contributions   credited   to   the
     Participant's  Account  after the end of the last Plan Year  ending  before
     July  1,  1989,  Qualified  Nonelective   Contributions   credited  to  the
     Participant's  Account  after the end of the last Plan Year  ending  before
     July 1, 1989, and earnings on Elective  Deferral  Contributions,  Qualified
     Matching  Contributions,  and Qualified Nonelective  Contributions credited
     after the end of the last Plan Year ending before July 1, 1989 shall not be
     eligible for withdrawal under this Section. For purposes of this Section, a
     distribution  may be made on account of a hardship only if the distribution
     is made on account of an immediate and heavy financial need of the Employee
     where such Employee lacks other available resources.

     (a)  The following are. the only financial needs  considered  immediate and
          heavy for purposes of this Section:

          (i)  Expenses  for  medical  care  described  in Code  section  213(d)
               previously  incurred by the Employee,  the Employee's  Spouse, or
               any  dependents  of the Employee (as defined in Code section 152)
               or necessary for these persons to obtain  medical care  described
               in Code section 213(d);

          (ii) Costs directly  related to the purchase of a principal  residence
               for the Employee (excluding mortgage payments);

          (iii)Payments  necessary to prevent the eviction of the Employee  from
               the Employee's principal residence or foreclosure on the mortgage
               on that residence; or

          (iv) Tuition   payments,   related   educational   fees  and   amounts
               distributed  for the payment of  room-and-board  expenses for the
               next 12 months of post-secondary  education for the Employee, his
               or her Spouse, or any of his or her dependents.

     (b)  To the extent the amount of distribution requested does not exceed the
          amount  required to relieve the  Participant's  financial  need,  such
          distribution will  be considered  as necessary to satisfy an immediate
          and heavy financial need of the Employee only if:


Article III - Distributions             63                        March 27, 1996







          (i)  The Employee has obtained all distributions,  other than hardship
               distributions,   and  all   nontaxable   loans  under  all  plans
               maintained by the Employer;

          (ii) All plans  maintained by the Employer provide that the Employee's
               Elective  Deferral  Contributions  and  if  applicable,  Employee
               Contributions,  will be suspended for 12 months after the receipt
               of the hardship distribution;

          (iii)The  distribution is not in excess of the amount-of the immediate
               and heavy financial need (including  amounts necessary to pay any
               federal,  state,  or local income  taxes or penalties  reasonably
               anticipated to result from the distribution); and

          (iv) All plans  maintained  by the Employer  provide that the Employee
               may not make Elective  Deferral  Contributions for the Employee's
               taxable  year  immediately  following  the  taxable  year  of the
               hardship  distribution  in excess of the  applicable  limit under
               Code section 402(g) for such taxable year less the amount of such
               Employee's  Elective Deferral  Contributions for the taxable year
               of the hardship distribution.

3E.6 WITHDRAWAL - QVEC CONTRIBUTIONS and ROLLOVER CONTRIBUTIONS.  If selected by
     the Employer in its Adoption Agreement, a Participant may elect to withdraw
     from his Participant's Account as often during each Plan Year as elected by
     the Employer in the Adoption Agreement, any amount up to 100% of his entire
     Vested  Interest  in his  Participant's  Account  attributable  to his QVEC
     Contributions or Rollover Contributions along with earnings thereon.

     The  Participant  shall  notify  the Plan  Administrator  in writing of his
     election to make a withdrawal  under this Section.  Any such election shall
     be effective as of the date specified in such notice, which date must be at
     least 15 days after notice is filed.

3E.7 NOTIFICATION.  The  Participant  shall  notify  the Plan  Administrator  in
     writing of his  election to make a  withdrawal  under  Section 3E. Any such
     election shall be effective as of the date specified in such notice,  which
     date must be at least 15 days  after such  notice is filed.  Payment of the
     withdrawal  shall be subject to the terms and conditions of Section 3A. All
     withdrawals made under the provisions of Section 3E shall be subject to the
     spousal consent requirements of Section 3C, as applicable.

3E.8 VESTING  CONTINUATION.  In the event a partially vested Participant takes a
     withdrawal  of less than 100% of his Vested  Interest  in  accordance  with
     Section 3E.3 or 3E.4 or 3E.5,  the remaining  portion of his  Participant's
     Account attributable to Employer  contributions shall vest according to the
     formula as set forth in Section 1.75.



Article III - Distributions             64                      October 29, 1996







3E.9 WITHDRAWAL  -  PARTICIPANT'S  EMPLOYER  STOCK  ACCOUNT.  The  ability  of a
     Participant  who is subject to the reporting  requirements of section 16(a)
     of the Securities  Exchange Act of 1934 (the "Act") to make  withdrawals or
     investment  changes involving the Participant's  Employer Stock Account may
     be  restricted  by the Plan.  Administrator  to comply with the rules under
     section 16(b) of the Act.

3E.10WITHDRAWAL BY TERMINATED  PARTICIPANTS.  Terminated  Participants  who have
     deferred  distribution of their benefit may make  withdrawals from the Plan
     in the same manner as selected by the  Employer in its  Adoption  Agreement
     for withdrawals preceding termination.

                              3F. DIRECT ROLLOVERS

3F.1 DEFINITIONS.

     (a)  DIRECT ROLLOVER.  The term Direct Rollover means a payment by the Plan
          to the Eligible Retirement Plan specified by the Distributee.

     (b)  DISTRIBUTEE.   The  term  Distributee  means  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  who is the
          Alternate  Payee  under a QDRO,  are  Distributees  with regard to the
          interest of the Spouse or former Spouse.

     (c)  ELIGIBLE  RETIREMENT PLAN. The term Eligible  Retirement Plan means 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  plan
          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 an individual  retirement
          annuity.

     (d)  ELIGIBLE   ROLLOVER   DISTRIBUTION.   The   term   Eligible   Rollover
          Distribution  means  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  includable  in gross income
          (determined  without  regard  to  the  exclusion  for  net  unrealized
          appreciation  with  respect  to  employer  securities);  and any other
          distributions)  that is  reasonably  expected  to total less than $200
          during a year.

3F.2 DIRECT  ROLLOVERS.  This Section applies to distributions  made on or after
     January 1, 1993.  Notwithstanding any provision of the Plan to the contrary
     that would  otherwise limit a  Distributee's election under this Section, a


Article III - Distributions             65                      October 27, 1995







     Distributee may elect, at the time and in the manner prescribed by the Plan
     Administrator,  to have any  portion of an Eligible  Rollover  Distribution
     that is equal to at least $500 paid directly to an Eligible Retirement Plan
     specified by the Distributee in a Direct Rollover.


Article III - Distributions             66                      October 27, 1995


                 ARTICLE IV - LEGAL LIMITATIONS ON CONTRIBUTIONS

                           4A. NONDISCRIMINATION TESTS

4A.1 DEFINITIONS.

     (a)  ACTUAL   CONTRIBUTION   PERCENTAGE.   The  term  Actual   Contribution
          Percentage (ACP) means the average of the Actual  Contribution  Ratios
          of the Eligible Participants in a group.

     (b)  ACTUAL  CONTRIBUTION  RATIO. The term Actual  Contribution Ratio means
          the ratio (expressed as a percentage) of a Participant's  Contribution
          Percentage  Amounts to that  Participant's  Compensation  for the Plan
          Year  (whether or not the  Employee was a  Participant  for the entire
          Plan Year).

     (c)  ACTUAL DEFERRAL PERCENTAGE.  The term Actual Deferral Percentage (ADP)
          means the average of the Actual  Deferral Ratios for a specified group
          of Participants.

     (d)  ACTUAL DEFERRAL RATIO.  The term Actual Deferral Ratio means the ratio
          (expressed as a percentage)  of a  Participant's  Deferral  Percentage
          Amounts to that  Participant's  Compensation  for such Plan Year.  The
          Actual  Deferral  Ratio  for  an  Employee  who  is  eligible  to be a
          Participant but fails to make Elective Deferral Contributions shall be
          zero.

     (e)  AGGREGATE  LIMIT.  The term Aggregate  Limit means the sum of: (i) 125
          percent  of the  greater  of the  ADP  of the  non-Highly  Compensated
          Employees  for the  Plan  Year or the  ACP of  non-Highly  Compensated
          Employees  under the plan subject to Code section  401(m) for the Plan
          Year  beginning  with or within the Plan Year of the CODA and (ii) the
          lesser of 200% or two plus the lesser of such ADP or ACP.  "Lesser" is
          substituted for greater" in "(i)", above, and "greater" is substituted
          for  "lesser"  after "two plus the" in "(ii)" if it would  result in a
          larger Aggregate Limit.

     (f)  CONTRIBUTION  PERCENTAGE  AMOUNTS.  The term  Contribution  Percentage
          Amounts  means  the  sum  of  the  Employee  Contributions,   Matching
          Contributions,  Qualified  Matching  Contributions  (to the extent not
          taken  into  account  for  purposes  of the ADP  test)  and  Qualified
          Nonelective  Contributions  (to the extent not taken into  account for
          purposes  of the ADP  test)  made  under  the  Plan on  behalf  of the
          Participant for the Plan Year. Such  Contribution  Percentage  Amounts
          shall not include Matching  Contributions that are forfeited either to
          correct Excess Aggregate Contributions or because the contributions to
          which they relate are Excess Elective Deferral  Contributions,  Excess
          Contributions,  or Excess  Aggregate  Contributions.  The Employer may
          elect to use Elective Deferrals in the Contribution Percentage Amounts
          as long as the ADP test (as  described in Section  4A.2) is met before
          the  Elective  Deferrals  are used in the ACP test  (as  described  in
          Section  4A.4)  and the ADP test  continues  to be met  following  the
          exclusion of those  Elective  Deferrals  that are used to meet the ACP
          test.


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     (g)  DEFERRAL  PERCENTAGE  AMOUNTS.  The term Deferral  Percentage  Amounts
          means  any  Elective  Deferral  Contributions  made  pursuant  to  the
          Participant's  deferral  election,  including Excess Elective Deferral
          Contributions of Highly Compensated Employees,  but excluding Elective
          Deferral  Contributions  that are taken  into  account in the ACP test
          (provided the ADP test is satisfied both with and without exclusion of
          these Elective Deferral Contributions).  In addition, the Employer may
          choose  to make  Qualified  Nonelective  Contributions  and  Qualified
          Matching Contributions.

     (h)  ELIGIBLE PARTICIPANT. The term Eligible Participant means any Employee
          who is eligible to make an Employee  Contribution or Elective Deferral
          Contribution (if the Employer takes such contributions into account in
          the  calculation of the Actual  Contribution  Ratio),  or to receive a
          Matching Contribution  (including Forfeitures) or a Qualified Matching
          Contribution.  If an Employee  Contribution is required as a condition
          of  participation in the Plan, any Employee who would be a Participant
          in the Plan if such Employee made the Required  Employee  Contribution
          shall be  treated  as an  Eligible  Participant  on  behalf of whom no
          Employee Contributions are made.

If the Employer  has elected in its  Adoption  Agreement to provide for Elective
Deferral Contributions, then Sections 4A.2 through 4A.5 shall apply.

4A.2 ACTUAL DEFERRAL  PERCENTAGE  TEST. The ADP for  Participants who are Highly
     Compensated  Employees for each Plan Year and the ADP for  Participants who
     are nonHighly Compensated Employees for the same Plan Year must satisfy one
     of the following tests:

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

     (b)  The ADP for Participants who are Highly Compensated  Employees for the
          Plan Year shall not exceed the ADP for Participants who are non-Highly
          Compensated  Employees  for the  same  Plan  Year  multiplied  by 2.0,
          provided  that the ADP for  Participants  who are  Highly  Compensated
          Employees does not exceed the ADP for  Participants who are non-Highly
          Compensated Employees by more than two (2) percentage points.

4A.3 SPECIAL RULES - ADP TEST.

     (a)  The ADP for any Participant who is a Highly  Compensated  Employee for
          the  Plan  Year  and  who  is  eligible  to  have  Elective   Deferral
          Contributions  (and Qualified  Nonelective  Contributions or Qualified
          Matching Contributions,  or both, if treated as Elective Deferrals for
          purposes of the ADP test)  allocated to his accounts under two or more
          CODAs  maintained  by the  Employer,  shall be  determined  as if such
          Elective Deferral  Contributions (and,. if applicable,  such Qualified
          Nonelective  Contributions  or Qualified  Matching  Contributions,  or
          both) were made under a single CODA. If a Highly Compensated  Employee
          participates in two or more CODAs that have different Plan Years, such


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          CODAs are  treated  as a single  CODA with  respect  to the Plan Years
          ending  with or within the same  calendar  year.  Notwithstanding  the
          foregoing,  certain plans shall be treated as separate if  mandatorily
          disaggregated under regulations under Code section 401(k).

     (b)  If this Plan  satisfies  the  requirements  of Code  sections  401(k),
          401(a)(4),  or 410(b) only if aggregated with one or more other plans,
          or if one or more other plans  satisfy the  requirements  of such Code
          sections only if aggregated with this Plan, then this Section shall be
          applied by determining  the ADP of Employees as if all such plans were
          a single plan. For Plan Years beginning after December 31, 1989, plans
          may be aggregated in order to satisfy Code section 401(k) only if they
          have the same Plan Year.

     (c)  If a Highly Compensated  Employee is subject to the family aggregation
          rules of  section  414(q)(6)  because  that  Participant  is  either a
          5-percent owner or one of the top 10 Highly Compensated Employees, the
          combined  Actual Deferral Ratio for the family group (which is treated
          as one Highly  Compensated  Employee)  must be determined by combining
          the  Elective  Deferral   Contributions  (and  Qualified   Nonelective
          Contributions or Qualified Matching Contributions, or both, if treated
          as Elective Deferral  Contributions for purposes of the ADP test), and
          Compensation  for the Plan Year of all the family  members (as defined
          in section  414(q)(6)).  Such family  members shall be  disregarded as
          separate  Employees in determining the ADP for both Highly Compensated
          Employees and non-Highly Compensated Employees.

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

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

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

     (g)  If the  Employer  determines  before the end of the Plan Year that the
          Plan may not satisfy the ADP test for the Plan Year,  the Employer may
          require  that the amounts of  Elective  Deferral  Contributions  being
          allocated to the accounts of Highly  Compensated  Employees be reduced
          to the extent  necessary to prevent  Excess  Contributions  from being
          made to the Plan.

          Although  the  Employer  may reduce the amounts of  Elective  Deferral
          Contributions  that may be allocated to the Participant's  Accounts of
          Highly Compensated Employees, the affected Employees shall continue to
          participate  in the  Plan.  When the  situation  that resulted  in the


Article IV - Legal Limitations on       69                      October 27, 1995
             Contributions






          reduction  of Elective  Deferral  Contributions  ceases to exist,  the
          Employer   shall   reinstate   the   amounts  of   Elective   Deferral
          Contributions  elected by the  affected  Participants  in their Salary
          Deferral Agreement to the fullest extent possible.

If the Employer has elected in its Adoption  Agreement,  to provide for Employee
Contributions  and/or  Matching  Contributions  required to be tested under Code
section 401(m), then Sections 4A.4 and 4A.5 shall apply.

4A.4 ACTUAL  CONTRIBUTION  PERCENTAGE  TEST.  The ACP for  Participants  who are
     Highly   Compensated   Employees  for  each  Plan  Year  and  the  ACP  for
     Participants  who are  non-Highly  Compensated  Employees for the same Plan
     Year must satisfy one of the following tests:

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

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

4A.5 SPECIAL RULES - ADP/ACP TESTS.

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

     (b)  For purposes of this Section,  the Actual  Contribution  Ratio for any
          Participant who is a Highly  Compensated  Employee and who is eligible
          to have Contribution Percentage Amounts allocated to his account under
          two or more plans described in Code section 401(a),  or CODAs that are
          maintained  by the  Employer,  shall be  determined as if the total of
          such Contribution Percentage  Amounts was made under  each plan.  If a


Article IV - Legal Limitations on       70                      October 27, 1995
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          Highly  Compensated  Employee  participates  in two or more CODAs that
          have  different  Plan Years,  all CODAs ending with or within the same
          calendar  year are  treated  as a  single  CODA.  Notwithstanding  the
          foregoing,  certain plans shall be treated as separate if  mandatorily
          disaggregated under regulations under Code section 401(m).

     (c)  If this Plan  satisfies  the  requirements  of Code  sections  401(m),
          401(a)(4) or 410(b) only if  aggregated  with one or more other plans,
          or if one or  more  other  plans  satisfy  the  requirements  of  such
          sections  of the Code only if  aggregated  with this  Plan,  then this
          Section shall be applied by determining the Actual  Contribution Ratio
          of Employees  as if all such plans were a single plan.  For Plan Years
          beginning  after December 3 1, 1989,  plans may be aggregated in order
          to satisfy Code section 401(m) only if they have the same Plan Year.

     (d)  For  purposes  of  determining  the  Actual  Contribution  Ratio  of a
          Participant  who is a  5-percent  owner  or one of the  Top 10  Highly
          Compensated  Employees,   the  Contribution   Percentage  Amounts  and
          Compensation  for such  Participant  shall  include  the  Contribution
          Percentage  Amounts  and  Compensation  for the  Plan  Year of  family
          members (as defined in Code section  414(q)(6)).  Such family  members
          shall be disregarded as separate  Employees in determining the ACP for
          Highly Compensated Employees and non-Highly Compensated Employees.

     (e)  For purposes of determining the ACP test,  Employee  Contributions are
          considered to have been made in the Plan Year in which  contributed to
          the Plan. Qualified Matching  Contributions and Qualified  Nonelective
          Contributions  are  considered  made for a Plan  Year if made no later
          than the end of the  12-month  period  beginning  on the day after the
          close of the Plan Year.

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

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

                         4B. LIMITATIONS ON ALLOCATIONS

4B.1 DEFINITIONS. The following definitions apply for purposes of Section 4B.

     (a)  ANNUAL  ADDITIONS.  The term  Annual  Additions  means  the sum of the
          following  amounts  credited  to  a  Participant's   Account  for  the
          Limitation Year:

          (1)  All contributions made by the Employer which shall include:

               Elective Deferral Contributions;
               Money Purchase Pension Contributions


Article IV - Legal Limitations on       71                     October 27, 1995
             Contributions







               Matching  Contributions;
               Nonelective Contributions;
               Qualified Nonelective Contributions;
               Qualified Matching Contributions;
               Prior Employer Contributions;

          (2)  Employee Contributions;

          (3)  Forfeitures; and

          (4)  Amounts  allocated after March 31, 1984 to an individual  medical
               account, as defined in Code section 415(l)(2), which is part of a
               pension or annuity plan  maintained by the Employer,  are treated
               as Annual Additions to a defined contribution plan. Also, 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  fund as  defined  in Code
               section 419(e), maintained by the Employer, are treated as Annual
               Additions to a defined contribution plan; and

          (5)  Allocations under a simplified employee pension plan.

          For this purpose,  any Excess Annual Additions  applied under Sections
          4C.3  or  4B.5(f)   in  the   Limitation   Year  to  reduce   Employer
          contributions  will be considered Annual Additions for such Limitation
          Year.

     (b)  COMPENSATION.  As elected by the Employer in the  Adoption  Agreement,
          the term Compensation means all of a Participant's:

          (1)  Wages, Tips, and Other Compensation Box on Form W-2. (Information
               required to be reported under Code sections 6041, 6051 and 6052).
               Wages  within the meaning of Code  section  3401(a) and all other
               payments of  compensation  to an Employee by the Employer (in the
               course  of the  Employer's  trade  or  business)  for  which  the
               Employer is required to furnish the Employee a written  statement
               under  Code  sections  604 1  (d),  605 1 (a)  (3),  and  605  2.
               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)).

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


Article IV - Legal Limitations on       72                      October 27, 1995
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          (3)  415  safe-harbor  compensation.  Wages,  salaries,  and  fees for
               professional  services and other amounts received (without regard
               to  whether  or not an  amount  is paid  in  cash)  for  personal
               services  actually  rendered in the course of employment with the
               Employer  maintaining the Plan to the extent that the amounts are
               includable  in  gross  income  (including,  but not  limited  to,
               commissions paid salesmen, compensation for services on the basis
               of a percentage of profits,  commissions  on insurance  premiums,
               tips,  bonuses,  fringe  benefits,  and  reimbursements  or other
               expense  allowances under a  nonaccountable  plan as described in
               Code section 1.62-2(c)), and excluding the following:

               (A)  Employer  contributions  to a plan of deferred  compensation
                    which are not includable in the Employee's  gross income for
                    the  taxable   year  in  which   contributed,   or  Employer
                    contributions  under a simplified  employee  pension plan to
                    the  extent  such   contributions   are  deductible  by  the
                    Employee,  or any  distributions  from a  plan  of  deferred
                    compensation;

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

               (C)  Amounts   realized   from  the  sale,   exchange   or  other
                    disposition  of  stock  acquired  under  a  qualified  stock
                    option; and

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

          For any Self-Employed Individual, Compensation means Earned Income.

          For Limitation  Years  beginning after December 31, 1991, for purposes
          of applying the  limitations  of this Section 4B,  Compensation  for a
          Limitation  Year is the  Compensation  actually  paid or includable in
          gross income during such Limitation Year.

          Notwithstanding the preceding sentence, Compensation for a Participant
          in a defined contribution plan who is permanently and totally disabled
          (as  defined  in  Code  section  22(e)(3))  is the  Compensation  such
          Participant  would  have  received  for  the  Limitation  Year  if the
          Participant had been paid at the rate of Compensation paid immediately
          before  becoming  permanently  and  totally  disabled;   such  imputed
          Compensation  for the disabled  Participant  may be taken into account
          only if  the  Participant is  not  a Highly  Compensated  Employee and

Article IV - Legal Limitations on       73                     October 27, 1995
             Contributions







          contributions  made on behalf of such  Participant are  nonforfeitable
          when made.

     (c)  DEFINED BENEFIT  FRACTION.  The term Defined Benefit  Fraction means 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 4.15(b).

          Notwithstanding  the above, if the Participant was a Participant as of
          the first day of the 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 later 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.

          Notwithstanding the foregoing,  for any Top-Heavy Plan Year, 100 shall
          be  substituted  for 125 unless the extra minimum  allocation is being
          made pursuant to the  Employer's  election in the Adoption  Agreement.
          However,  for any Plan Year in which  this  Plan is a Super  Top-Heavy
          Plan, 100 shall be substituted for 125 in any event.

     (d)  DEFINED CONTRIBUTION DOLLAR LIMITATION.  The term Defined Contribution
          Dollar  Limitation  means  $30,000 or if  greater,  one-fourth  of the
          defined benefit dollar  limitation set forth in Code section 415(b)(1)
          as in effect for the Limitation Year.

     (e)  DEFINED CONTRIBUTION  FRACTION. The term Defined Contribution Fraction
          means a  fraction,  the  numerator  of which is the sum of the  Annual
          Additions  to  the  Participant's   accounts  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),  individual  medical  accounts,  as  defined  in Code  section
          415(l)(2),  and simplified  employee pension plans, as defined in Code
          section  408(k),  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


Article IV - Legal Limitations on       74                      October 27, 1995
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          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 Year beginning
          before January 1, 198 7, and disregarding any changes in the terms and
          conditions  of the Plan made after May 5, 1986,  but using the section
          415 limitation applicable to the first Limitation Year beginning on or
          after January 1, 1987.

          Notwithstanding the foregoing,  for any Top-Heavy Plan Year, 100 shall
          be  substituted  for 125 unless the extra minimum  allocation is being
          made pursuant to the  Employer's  election in the Adoption  Agreement.
          However,  for any Plan Year in which  this  Plan is a Super  Top-Heavy
          Plan, 100 shall be substituted for 125 in any event.

          The Annual  Additions for any Limitation Year beginning before January
          1, 1987 shall not be recomputed to treat all Employee Contributions as
          Annual Additions.

     (f)  EMPLOYER. For purposes of this Section 4B, the term Employer means the
          Employer that adopts this Plan, and all members of a controlled  group
          of  corporations  (as  defined in Code  section  414(b) as modified by
          section 415(h)),  a group of commonly  controlled trades or businesses
          (as defined in Code section  414(c) as modified by section  415(h)) or
          affiliated service groups (as defined in Code section 414(m)) of which
          the adopting  Employer is a part and any other  entity  required to be
          aggregated  with the  Employer  pursuant  to  regulations  under  Code
          section 414(o).

     (g)  HIGHEST AVERAGE  COMPENSATION.  The term Highest Average  Compensation
          means the  average  Compensation  for the three  consecutive  Years of
          Service with the Employer that produces the highest average. A Year of
          Service with the Employer is the Inconsecutive month period defined in
          Section 2A.5.

     (h)  LIMITATION  YEAR. The term  Limitation  Year means a calendar year, or
          the  Inconsecutive  month  period  elected  by  the  Employer  in  the
          Limitation Year section of the Adoption Agreement. All qualified plans
          maintained by the Employer must use the same  Limitation  Year. If the
          Limitation  Year is  amended  to a  different  12-  consecutive  month
          period,  the new  Limitation  Year  must  begin on a date  within  the
          Limitation Year in which the amendment is made.



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     (i)  MASTER OR PROTOTYPE  PLAN.  The term Master or Prototype  Plan means a
          plan the form of which is the  subject of a favorable  opinion  letter
          from the national office of the Internal Revenue Service.

     (j)  MAXIMUM  PERMISSIBLE AMOUNT. The term Maximum Permissible Amount means
          the maximum Annual Additions that may be contributed or allocated to a
          Participant's  Account under the Plan for any Limitation  Year,  which
          shall not exceed the lesser of:

          (1)  The Defined Contribution Dollar Limitation, or

          (2)  25 percent of the  Participant's  Compensation for the Limitation
               Year.

          The Compensation  limitation referred to in (2) above, shall not apply
          to any  contribution  for medical benefits (within the meaning of Code
          section  401(h) or  419A(f)(2))  which is otherwise  treated as Annual
          Additions under Code sections 415(l)(1) or 419A(d)(2).

          If a short Limitation Year is created because of an amendment changing
          the Limitation  Year to a different  Inconsecutive  month period,  the
          Maximum  Permissible  Amount will not exceed the Defined  Contribution
          Dollar Limitation multiplied by the following fraction:

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

     (k)  PROJECTED ANNUAL BENEFIT.  The term Projected Annual Benefit means the
          annual  retirement  benefit  (adjusted  to an  actuarially  equivalent
          Straight  Life  Annuity if such  benefit is  expressed in a form other
          than a Straight Life Annuity or Qualified Joint and Survivor  Annuity)
          to which the Participant would be entitled under the terms of the Plan
          assuming:

          (1)  The Participant will continue  employment until Normal Retirement
               Age under the Plan (or current age, if later); and

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

4B.2 BASIC LIMITATION. If the Participant does not participate in, and has never
     participated  in another  qualified plan or welfare benefit fund maintained
     by the  Employer,  as  defined in Code  section  419(e),  or an  individual
     medical account,  as defined in Code section  415(l)(2),  maintained by the
     Employer,  or a  simplified  employee  pension,  as defined in Code section
     408(k),  maintained by the Employer,  which  provides  Annual  Additions as
     defined in Section  4B.I(a),  the amount of Annual  Additions  which may be
     credited  to the  Participant's  Account for any  Limitation  Year will not
     exceed the lesser of the Maximum Permissible Amount or any other limitation


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     contained in this Plan. If the Employer  contributions that would otherwise
     be  contributed or allocated to the  Participant's  Account would cause the
     Annual Additions for the Limitation Year to exceed the Maximum  Permissible
     Amount,  the amount  contributed  or allocated  will be reduced so that the
     Annual Additions for the Limitation Year will equal the Maximum Permissible
     Amount.

4B.3 ESTIMATED   MAXIMUM   PERMISSIBLE   AMOUNT.   Prior  to   determining   the
     Participant's actual Compensation for the Limitation Year, the Employer may
     determine the Maximum  Permissible Amount for a Participant on the basis of
     a  reasonable   estimation  of  the  Participant's   Compensation  for  the
     Limitation  Year,  uniformly  determined  for  all  Participants  similarly
     situated.

4B.4 ACTUAL MAXIMUM  PERMISSIBLE  AMOUNT. As soon as  administratively  feasible
     after the end of the Limitation  Year, the Maximum  Permissible  Amount for
     the  Limitation  Year will be determined on the basis of the  Participant's
     actual Compensation for the Limitation Year.

4B.5 PARTICIPANTS COVERED BY ANOTHER PROTOTYPE DEFINED CONTRIBUTION PLAN.

     (a)  This Section  applies if, in addition to this Plan, the Participant is
          covered  under   another   qualified   Master  or  Prototype   defined
          contribution  Plan  maintained by the Employer,  or a welfare  benefit
          fund, as defined in Code section  419(e),  maintained by the Employer,
          or an individual medical account as defined in Code section 415(l)(2),
          maintained by the Employer,  or a simplified employee pension plan, as
          defined in Code section  408(k),  that  provides  Annual  Additions as
          defined in Section  4B.I(a),  during any  Limitation  Year. The Annual
          Additions which may be credited to a Participant's  Account under this
          Plan  for any  such  Limitation  Year  will  not  exceed  the  Maximum
          Permissible  Amount  reduced by the  Annual  Additions  credited  to a
          Participant's  account under the other qualified  Master and Prototype
          defined contribution Plans, welfare benefit funds,  individual medical
          accounts,   and  simplified   employee  pension  plans  for  the  same
          Limitation   Year.  If  the  Annual  Additions  with  respect  to  the
          Participant   under  other  qualified  Master  and  Prototype  defined
          contribution   Plans,   welfare  benefit  funds,   individual  medical
          accounts,  and  simplified  employee  pension plans  maintained by the
          Employer are less than the Maximum Permissible Amount and the Employer
          contributions  that would otherwise be contributed or allocated to the
          Participant's Account under this Plan would cause the Annual Additions
          for  the  Limitation  Year  to  exceed  this  limitation,  the  amount
          contributed or allocated will be reduced so that the Annual  Additions
          under all such plans and funds for the Limitation  Year will equal the
          Maximum  Permissible  Amount.  If the Annual Additions with respect to
          the  Participant  under such  other  qualified  master  and  prototype
          defined contribution plans, welfare benefit funds,  individual medical
          accounts,  and simplified employee pension plans, in the aggregate are
          equal to or greater  than the Maximum  Permissible  Amount,  no amount
          will be  contributed or allocated to the  Participant's  Account under
          this Plan for the Limitation Year.


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     (b)  Prior to determining the  Participant's  actual  Compensation  for the
          Limitation  Year,  the Employer may determine  the  estimated  Maximum
          Permissible  Amount  for a  Participant  in the  manner  described  in
          Section 4B.3.

     (c)  As  soon  as  is  administratively  feasible  after  the  end  of  the
          Limitation  Year,  the Maximum  Permissible  Amount for the Limitation
          Year  will be  determined  on the  basis of the  Participant's  actual
          Compensation for the Limitation Year.

     (d)  If, pursuant to Section  4B.5(c),  or as a result of the allocation of
          Forfeitures, a Participant's Annual Additions under this Plan and such
          other  plans Would  result in Excess  Annual  Additions  as defined in
          Section  4C.1(b) for a Limitation  Year,  the Excess Annual  Additions
          will be deemed to  consist  of the Annual  Additions  last  allocated,
          except that Annual  Additions  attributable  to a simplified  employee
          pension plan will be deemed to have been allocated first,  followed by
          Annual  Additions  to a welfare  benefit  fund or  individual  medical
          account, regardless of the actual allocation date.

     (e)  If Excess  Annual  Additions  were  allocated to a  Participant  on an
          allocation  date of this Plan which  coincides with an allocation date
          of another plan, the Excess Annual  Additions  attributed to this Plan
          will be the product of:

          (1)  The total  Excess  Annual  Additions  allocated  as of such date,
               multiplied by

          (2)  The  ratio  of  (i)  the  Annual   Additions   allocated  to  the
               Participant  for the  Limitation  Year as of such date under this
               Plan  to  (ii)  the  total  Annual  Additions  allocated  to  the
               Participant  for the  Limitation  Year as of such date under this
               and  all  the  other  qualified   Master  or  Prototype   defined
               contribution Plans.

     (f)  Any Excess Annual  Additions  attributed to this Plan will be disposed
          of in the manner described in Section 4C.3.

4B.6 PARTICIPANTS  COVERED BY NON-PROTOTYPE  DEFINED  CONTRIBUTION  PLAN. If the
     Participant is covered under another  qualified  defined  contribution plan
     maintained by the Employer which is not a Master or Prototype Plan,  Annual
     Additions  which may be credited to the  Participant's  Account  under this
     Plan for any  Limitation  Year will be limited in  accordance  with Section
     4B.5 as though the other plan were a Master or Prototype  Plan,  unless the
     Employer  provides  other  limitations  in the  Limitations  on Allocations
     section of the Adoption Agreement.

4B.7 PARTICIPANTS COVERED BY DEFINED BENEFIT PLAN. If the Employer maintains, or
     at any time  maintained,  a qualified  defined  benefit  plan  covering any
     Participant in this Plan, the sum of the Participant's Defined Benefit Plan
     Fraction and Defined  Contribution Plan Fraction will not exceed 1.0 in any
     Limitation  Year.  The  Annual  Additions  which  may  be  credited  to the
     Participant's  Account  under  this  Plan for any  Limitation  Year will be
     limited in accordance  with the  Limitations on Allocations  section of the
     Adoption Agreement.


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                            4C. TREATMENT OF EXCESSES

4C.1 DEFINITIONS.

     (a)  EXCESS   AGGREGATE   CONTRIBUTIONS.    The   term   Excess   Aggregate
          Contributions means, with respect to any Plan Year, the excess of:

          (1)  The aggregate Contribution  Percentage Amounts taken into account
               in computing  the ACP of Highly  Compensated  Employees  for such
               Plan Year, over

          (2)  The maximum Contribution  Percentage Amounts permitted by the ACP
               test (determined by reducing the Contribution  Percentage Amounts
               made on behalf of Highly Compensated  Employees in order of their
               Actual  Contribution  Ratios  beginning  with the highest of such
               ratios). Such determination shall be made after first determining
               Excess  Elective  Deferral  Contributions,  pursuant  to  Section
               4C.2(a) and then  determining  Excess  Contributions  pursuant to
               Section 4C.4.

     (b)  EXCESS ANNUAL  ADDITIONS.  The term Excess Annual  Additions means the
          excess of the  Participant's  Annual Additions for the Limitation Year
          over the Maximum Permissible Amount.

     (c)  EXCESS  CONTRIBUTIONS.  The  term  Excess  Contributions  means,  with
          respect to any Plan Year, the excess of:

          (1)  The aggregate  Deferral  Percentage Amounts taken into account in
               computing the ADP of Highly  Compensated  Employees for such Plan
               Year, over

          (2)  The maximum Deferral Percentage Amounts permitted by the ADP test
               (determined by reducing the Deferral  Percentage  Amounts made on
               behalf of Highly  Compensated  Employees in order of their Actual
               Deferral Ratios, beginning with the highest of such ratios).

     (d)  EXCESS  ELECTIVE  DEFERRAL  CONTRIBUTIONS.  The term  Excess  Elective
          Deferral  Contributions  means those Elective  Deferral  Contributions
          that are includable in a Participant's gross income under Code section
          402(g)   to  the   extent   such   Participant's   Elective   Deferral
          Contributions  for a taxable year exceed the dollar  limitation  under
          such Code section.  Excess Elective  Deferral  Contributions  shall be
          treated as Annual  Additions  under the Plan  pursuant  to Section 4B,
          unless such amounts are  distributed in accordance with the provisions
          of Section 4C.2(a), below.

4C.2 EXCESS ELECTIVE DEFERRAL CONTRIBUTIONS.

     (a)  In the  event  that  Elective  Deferral  Contributions  made  during a
          calendar year exceed the limit specified in Section  2C.1(j)(4),  then
          the Excess Elective Deferral  Contributions, plus any income and minus


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          any loss allocable thereto, shall be distributed to the Participant by
          the April 15  following  the  calendar  year in which such  amount was
          contributed,   provided  that  the   Participant   notifies  the  Plan
          Administrator  no  later  than 30 days in  advance  of his  intent  to
          withdraw such Excess Elective Deferral Contributions,  or is deemed to
          notify the Plan  Administrator.  A Participant is deemed to notify the
          Plan Administrator of any Excess Elective Deferral  Contributions that
          arise by taking into account  only those  Elective  Deferrals  made to
          this Plan and any other plans of this  Employer.  The spousal  consent
          provisions of Section 3C shall not apply to any distribution of Excess
          Elective Deferral Contributions.

     (b)  Excess  Elective  Deferral  Contributions  shall be  adjusted  for any
          income  or loss  for the  Employee's  tax  year.  The  income  or loss
          allocable  to  excess  Elective  Deferral  Contributions  is an amount
          determined by  multiplying  the sum of the income or loss allocable to
          the  Participant's  Elective  Deferral  Contribution  account  for the
          taxable  year  by  a  fraction,   the   numerator  of  which  is  such
          Participant's  Excess Elective Deferral  Contributions for the taxable
          year,  and  the  denominator  of  which  is  equal  to the  sum of the
          Participant's   Account  balance  attributable  to  Elective  Deferral
          Contributions  as of  the  beginning  of the  taxable  year  plus  the
          Participant's  Elective  Deferral  Contributions for the taxable year.
          Income for the gap period (the period from the end of the taxable year
          to the date of distribution) shall not be allocated to Excess Elective
          Deferral Contributions.

     (c)  Matching   Contributions,   as  defined  in  Section  1.35,  that  are
          attributable  to  Excess  Elective  Deferral  Contributions  shall  be
          forfeited,   and  as  such,   shall  be  applied  to  reduce  Employer
          contributions or pay Plan expenses.

4C.3 EXCESS ANNUAL ADDITIONS. If, pursuant to Section 4B.4 or as a result of the
     allocation of Forfeitures,  there are Excess Annual  Additions,  the excess
     will be disposed of using any of the following methods:

     (a)  Employee  Contributions or Elective Deferral Contributions or both, to
          the extent  they would  reduce the Excess  Annual  Additions,  will be
          returned to the Participant.  The Contributions returned in accordance
          with the preceding  shall include any gains or losses  attributable to
          such Contributions.

          Employee Contributions so returned will be disregarded with respect to
          the ACP test.  Elective  Deferral  Contributions  so returned  will be
          disregarded with respect to the Elective Deferral limitation described
          in Section 2C.l(i)(4) of the Plan and the ADP test.

     (b)  If, after the  application of paragraph (a),  Excess Annual  Additions
          still exist and the  Participant  is covered by the Plan at the end of
          the Limitation Year, the Excess Annual Additions in the  Participant's
          Account,  other than  Employee  Contributions  and  Elective  Deferral
          Contributions,  will  be   used  to  reduce   Employer   contributions

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          (including any allocation of Forfeitures)  for such Participant in the
          next  Limitation  Year,  and  each  succeeding   Limitation  Year,  if
          necessary.

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

     (d)  If a  suspense  account  is  in  existence  at  any  time  during  the
          Limitation  Year pursuant to this Section,  it will not participate in
          the allocation of the Trust or Insurance  Company's  gains and losses.
          If a suspense  account is in existence at any time during a particular
          Limitation Year, all amounts in the suspense account must be allocated
          and  reallocated to the  Participants'  Account before any Employer or
          Employee  Contributions  may be made to the Plan  for that  Limitation
          Year.  Except as provided in Section 4C.3(a),  Excess Annual Additions
          may not be distributed to Participants or former Participants.

4C.4 EXCESS CONTRIBUTIONS.

     (a)  Notwithstanding   any   other   provision   of   this   Plan,   Excess
          Contributions,  plus any income and minus any loss allocable  thereto,
          shall be  distributed  no later than the last day of each Plan Year to
          Participants to whose Participants' Accounts such Excess Contributions
          were allocated for the preceding Plan Year. If such excess amounts are
          distributed more than 2-1/2 months after the last day of the Plan Year
          in which such excess  amounts  arose, a ten percent excise tax will be
          imposed  on the  Employer  maintaining  the Plan with  respect to such
          amounts.

          Such distributions  shall be made to Highly  Compensated  Employees on
          the  basis of the  respective  portions  of the  Excess  Contributions
          attributable to each of such Employees.

          The distribution of Excess Contributions made to the family members of
          a family group that was combined for purposes of  determining a Highly
          Compensated  Employee's Actual Deferral Ratio shall be allocated among
          the family  members in proportion to the Deferral  Percentage  Amounts
          (including  any  amounts  required  to be  taken  into  account  under
          Sections  4A.3(a) and (b) of the Plan) of each  family  member that is
          combined to determine the Actual Deferral Ratio.

     (b)  Excess Contributions shall be treated as Annual Additions,  as defined
          in Section 4B.1,  under the Plan in the Limitation  Year in which they
          arose.

     (c)  Excess  Contributions shall be adjusted for any income or loss for the
          Plan Year. The income or loss allocable to Excess  Contributions is an
          amount  determined  by  multiplying  the  sum of the  income  or  loss
          allocable to the Participant's Account for Deferral Percentage Amounts


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          for the Plan  Year,  by a  fraction,  the  numerator  of which is such
          Participant's   Excess   Contributions  for  the  Plan  Year  and  the
          denominator of which is equal to the sum of the Participant's  Account
          balance   attributable  to  Deferral  Percentage  Amounts  as  of  the
          beginning of the Plan Year plus the Participant's  Deferral Percentage
          Amounts for the Plan Year.  Income for the gap period (the period from
          the end of the Plan  Year to the date of  distribution)  shall  not be
          allocated to Excess Contributions.

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

     (e)  Matching   Contributions,   as  defined  in  Section  1.35,  that  are
          attributable to Excess Contributions, shall be forfeited, and as such,
          shall  be  applied  to  reduce  Employer  contributions  or  pay  Plan
          expenses.

4C.5 EXCESS AGGREGATE CONTRIBUTIONS.

     (a)  Notwithstanding  any other  provision of this Plan,  Excess  Aggregate
          Contributions,  plus any income and minus any loss allocable  thereto,
          shall be forfeited, if forfeitable, or if not forfeitable, distributed
          no later than the last day of each Plan Year to  Participants to whose
          Participants'  Accounts  such  Excess  Aggregate   Contributions  were
          allocated  for the  preceding  Plan  Year.  If such  Excess  Aggregate
          Contributions  are  distributed  more than 2-1/2 months after the last
          day of the Plan Year in which such excess amounts arose, a ten percent
          excise tax will be imposed on the Employer  maintaining  the Plan with
          respect to those amounts.

          The distribution of Excess Aggregate  Contributions made to the family
          members  of  a  family   group  that  was  combined  for  purposes  of
          determining a Highly Compensated  Employee's Actual Contribution Ratio
          shall be  allocated  among the  family  members in  proportion  to the
          Contribution  Percentage Amounts (including any amounts required to be
          taken into  account  under  Sections  4A.5 (a) and (b) of the Plan) of
          each  family   member  that  is  combined  to  determine   the  Actual
          Contribution Ratio.

     (b)  Excess Aggregate  Contributions  shall be treated as Annual Additions,
          as defined  in  Section  4B.1,  in the  Limitation  Year in which they
          arose.

     (c)  Excess  Aggregate  Contributions  shall be adjusted  for any income or
          loss for the  Plan  Year.  The  income  or loss  allocable  to  Excess
          Aggregate Contributions is an amount determined by multiplying the sum
          of the  income or loss  allocable  to the  Participant's  Account  for
          Contribution  Percentage Amounts for the Plan Year by a fraction,  the
          numerator   of   which   is  such   Participant's   Excess   Aggregate
          Contributions for the Plan Year, and the denominator of which is equal


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          to the  sum of  the  Participant's  Account  balance  attributable  to
          Contribution  Percentage  Amounts as of the beginning of the Plan Year
          plus the Participant's  Contribution  Percentage  Amounts for the Plan
          Year.  Income for the gap period  (the period from the end of the Plan
          Year to the date of  distribution)  shall not be  allocated  to Excess
          Aggregate Contributions.

     (d)  Excess Aggregate Contributions shall be forfeited, if forfeitable,  or
          distributed  on a pro-rata  basis from the  Participant's  Account for
          Employee Contributions, Matching Contributions, and Qualified Matching
          Contributions  (and,  if  applicable,   the  Participant's   Qualified
          Nonelective  Contributions  or  Elective  Deferral  Contributions,  or
          both).

     (e)  Forfeitures  of Excess  Aggregate  Contributions  shall be  applied to
          reduce Employer contributions or pay Plan expenses.

     (f)  Matching   Contributions   as  defined   in  Section   1.35  that  are
          attributable to Excess Aggregate Contributions shall be forfeited, and
          as such, shall be applied to reduce Employer contributions or pay Plan
          expenses.


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                       ARTICLE V - PARTICIPANT PROVISIONS

                 5A. ANNUITY CONTRACT AND PARTICIPANT'S ACCOUNT

5A.1 PARTICIPANT'S  ACCOUNT.  A  Participant's  Account  shall be  maintained on
     behalf of each Participant  until such Account is distributed in accordance
     with the terms of this Plan.

     Each  Participant  shall  have  the  exclusive   authority  to  direct  the
     investment of Employee Contributions, Elective Deferral Contributions, QVEC
     Contributions  and Rollover  Contributions,  if applicable,  from among the
     investment options selected by the Employer.

     If selected by the Employer in its  Adoption  Agreement,  the  Participant,
     Beneficiary  and/or Alternate Payee  additionally  shall have the exclusive
     authority to direct the  investment of  contributions  made by the Employer
     from among the investment choices selected by the Employer.

5A.2 INVESTMENT TRANSFERS. Each Participant, Beneficiary, and/or Alternate Payee
     shall  have the  exclusive  authority  to direct  the  transfer  of amounts
     between the investment  funds  designated by the Employer,  attributable to
     his  Employee   Contributions,   Elective  Deferral   Contributions,   QVEC
     Contributions and Rollover Contributions, if applicable.

     If the Employer selects in its Adoption  Agreement to grant the Participant
     exclusive  authority to direct the investment of contributions  made by the
     Employer, the Participant,  Beneficiary,  and/or Alternate Payee shall also
     have the exclusive authority to transfer contributions made by the Employer
     from among the investment choices selected by the Employer.

     The transfer of amounts  between  investment  funds shall be subject to the
     rules of the  investment  funds  in  which  the  Participant's  Account  is
     invested or is to be invested.

     The Plan  Administrator or the Participant,  Beneficiary,  and/or Alternate
     Payee as the case may be,  may  change  such  amounts  as often as the Plan
     Administrator  may allow in  accordance  with the  terms of the  investment
     funds in which the Participant's Account is being invested.

     The ability of a Participant  who is subject to the reporting  requirements
     of section 16(a) of the  Securities and Exchange Act of 1934 (the "Act") to
     make withdrawals or investment changes involving the Participant's Employer
     Stock Account may be restricted  by the Plan  Administrator  to comply with
     rules under section 16(b) of the Act.

5A.3 PARTICIPANT'S   ACCOUNT  VALUATION.   A  Participant's   Account  shall  be
     maintained on behalf of each Participant  until such Account is distributed
     in  accordance  with the terms of this Plan.  At least once per year, as of
     the  last  day of the  Plan  Year,  each  Participant's  Account  shall  be
     adjusted,  in the ratio that the Participant's Account balance bears to all
     account  balances  invested  into  the  same  investment  vehicle,  for any
     earnings, gains, losses,  contributions,  withdrawals,  expenses, and loans
     attributable to such Plan Year, in  order to obtain a  new valuation of the

Article V - Participant Provisions      84                      October 27, 1995







     Participant's  Account.  The assets of the Plan will be valued  annually at
     fair market value as of the last day of each Plan Year.

                           5B. LIFE INSURANCE POLICIES

5B.1 OPTIONAL  PURCHASE  OF LIFE  INSURANCE.  If the  Employer  in its  Adoption
     Agreement  shall permit the purchase of life insurance on the lives of some
     or all Participants  hereunder,  each eligible Participant may elect that a
     portion  of the  Contribution  made on his  behalf  shall be applied to the
     purchase  of  a  Life  Insurance  Policy  or  Policies  on  his  life.  The
     application  for each Policy shall be signed by the  Participant and by the
     Trustee and shall conform to the  requirements  of the  Insurance  Company,
     including any requested  evidence of insurability,  and the requirements of
     this Section. All Life Insurance Policies shall be issued so as to permit a
     common  billing  date.  Any  Policy  on the life of a  Participant  who can
     qualify  for  waiver  of  premium   thereunder  and   participant   account
     contribution  disability  benefits  thereunder may include such benefits if
     applied for by the Participant. The Plan Administrator may adopt reasonable
     rules regarding the purchase of Life Insurance Policies provided such rules
     are  administered  in  a  consistent  and   nondiscriminatory   manner.  No
     application  shall be made hereunder for any Life  Insurance  Policy on the
     life of a  Participant  acceptable  to the  Insurance  Company at  standard
     premium  rates for a face amount of less that $1,000 for the first,  or any
     additional Policy issued on the Participant's life.

5B.2 PREMIUMS ON LIFE  INSURANCE  POLICIES.  The premiums on all Life  Insurance
     Policies on the life of a Participant shall be paid from the portion of his
     Participant's  Account  attributable to contributions made by the Employer,
     to the  extent  sufficient  therefor,  otherwise  in  one of the  following
     manners:

     (a)  By a loan  against the  Participant's  Policy or  Policies,  under the
          automatic premium loan provision thereof, or

     (b)  By payment out of his Participant's Account.

     If the Participant is not acceptable to the Insurance Company as a standard
     risk at standard  rates,  a Policy with the same premium but a lesser death
     benefit may be purchased.

5B.3 LIMITATIONS  ON PREMIUMS.  In no case shall the  cumulative  total premiums
     paid on all Policies held on the life of a Participant  hereunder exceed an
     amount  equal  to  the  applicable   percentage  set  forth  below  of  all
     Contributions   (other  than  Employee   Contributions)   and   Forfeitures
     theretofore allocated or currently due on his behalf:

     (a)  49% in the case of ordinary life insurance or similar policies.

     (b)  25% in the  case  of  term  insurance  policies  or a  combination  of
          policies, with premiums on ordinary life insurance or similar policies
          being given half weight.

     If such cumulative total premiums would otherwise  exceed this amount,  the
     necessary  steps to avoid this result  shall be taken by  reduction  of the
     Participant's life  insurance coverage  by changing all or a portion of his

Article V - Participant Provisions      85                      October 27, 1995







     coverage to paid-up life  insurance or by selling the excess portion to the
     Participant.

5B.4 DISPOSAL.  A  Participant  who no  longer  wishes  to have  any part of his
     allocable  share of  Contributions  used to pay the  premiums  for any Life
     Insurance  Policy or  Policies  may  withdraw a prior  election  by written
     notice to the Trustee to that  effect.  Any Policy  shall be disposed of in
     accordance with its provisions as the Trustee shall direct.

5B.5 RIGHTS UNDER  POLICIES.  Each Policy shall  provide that the Trustee  shall
     have the right to receive  any or all  payments  that may be due during the
     Participant's  lifetime. Any death benefit shall be payable directly to the
     Beneficiary  named in the Policy and the Participant  shall have the right,
     subject to the terms of Section 3C, either directly or through the Trustee,
     to change the Beneficiary from time to time and to elect settlement options
     under the policy for the benefit of the Beneficiary. The Trustee shall have
     the right to exercise  all other  options and  privileges  contained in the
     policy and shall exercise such rights and privileges in a manner consistent
     with the terms of the Plan.

5B.6 LOANS. No loans shall be made against any of the Policies  hereunder either
     from the  Insurance  Company or any other source unless such loans are made
     in order to pay amounts then due as premiums thereon.

5B.7 CONDITIONS  OF  COVERAGE.  Except  as  may  be  otherwise  provided  in any
     conditional or binding receipt issued by the Insurance Company, there shall
     be no  coverage  and no  death  benefit  payable  under  any  Policy  to be
     purchased  from the  Insurance  Company  until such Policy  shall have been
     delivered  and the premium  therefor  shall have been paid to the Insurance
     Company as a premium for that Policy.  Neither the Employer nor the Trustee
     shall have any responsibility as to the effectiveness of any Life Insurance
     Policy  purchased  from the  Insurance  Company  hereunder nor be under any
     liability  or  obligation  to pay  any  amount  to any  Participant  or his
     Beneficiary by reason of any failure or refusal by the Insurance Company to
     make such payment.

5B.8 POLICY NOT YET IN FORCE.  If at the death of any  Participant,  the Trustee
     shall be holding any amount intended for the purchase of any Life Insurance
     Policy on the Participant's  life, but coverage under such Policy shall not
     yet be in force, the Trustee shall credit such amount to the  Participant's
     Account to be disposed of as a portion thereof.

5B.9 VALUE  OF  POLICY.  The  value  of any  Policy  on  the  life  of a  living
     Participant  for any purpose under this Plan shall be that amount which the
     Insurance  Company  would pay upon  surrender of such Policy in  accordance
     with its usual rules and practices.

5B.10DIVIDENDS.  If dividends  are allowed on any Life  Insurance  Policy,  they
     shall be used to provide additional benefits under the Policy.

5B.11DISTRIBUTION.  No life insurance  protection  shall continue in force under
     the  Plan  subsequent  to a  Participant's  retirement  or  Termination  of
     Employment, whichever occurs  first.  As of  such date, any  Life Insurance


Article V - Participant Provisions      86                      October 27, 1995







     Policy shall be distributed to the Participant in accordance with its terms
     and the terms of Section 3C.3.

5B.12APPLICATION.  The Trustee,  if the Plan is trusteed,  or custodian,  if the
     Plan has a custodial account,  shall apply for and will be the owner of any
     Life  Insurance  Policy  purchased  under the terms of this Plan.  The Life
     insurance  Policy(ies)  must provide that  proceeds  will be payable to the
     Trustee (or custodian, if applicable).  However, the Trustee (or custodian)
     shall  be  required  to  pay  over  all  proceeds  of  the  Life  Insurance
     Policy(ies) to the Participant's  designated Beneficiary in accordance with
     the  distribution  provisions of this Plan. A Participant's  Spouse will be
     the designated  Beneficiary of the proceeds in all  circumstances  unless a
     Qualified Election has been made in accordance with Section 3C.2(c),  joint
     and Survivor Annuity  Requirements,  if applicable.  Under no circumstances
     shall the Trust (or custodial account) retain any part of the proceeds.

     In the event of any conflict  between the  provisions  of this Plan and any
     Life insurance  Policies or annuity  contracts issued pursuant to the Plan,
     the Plan provisions shall control.

                                    5C. LOANS

5C.1 LOANS TO  PARTICIPANTS.  If the  Employer  has  specified  in its  Adoption
     Agreement that loans are permitted,  then the Plan Administrator may make a
     bona fide loan to a  Participant,  in an amount  which,  when  added to the
     outstanding  balance  of all  other  loans  to  the  Participant  from  all
     qualified  plans of the  Employer,  does not  exceed  the lesser of $50,000
     reduced by the excess of the Participant's highest outstanding loan balance
     during the 12 months  preceding the date on which the loan is made over the
     outstanding  loan  balance on the date the new loan is made,  or 50% of the
     Participant's  Vested  Interest  in  his  Participant's  Account  excluding
     amounts  attributable to QVEC Contributions.  Notwithstanding any provision
     in this  paragraph to the  contrary,  loans may not exceed a  Participant's
     Vested Interest attributable to such contributions.

     In the event of default, foreclosure on the note and attachment of security
     will not occur until a distributable event occurs in the Plan.

     No loans will be made to any  Shareholder-Employee  or Owner-Employee or to
     family members of Shareholder-Employees  or Owner-Employees,  as defined in
     Code section 267(c)(4).

     The loan shall be made under such terms, security interest,  and conditions
     as the Plan Administrator deems appropriate, provided, however, that:

     (a)  Loans   shall   be   made   available   to   all    Participants   and
          parties-in-interest  (as defined in ERISA and including  Employees and
          Beneficiaries), on a reasonably equivalent basis.

     (b)  Loans shall not be made available to Highly Compensated Employees on a
          basis greater than the basis made available to other Employees.



Article V - Participant Provisions      87                      October 27, 1995







     (c)  Loans must bear a reasonable rate of interest.

     (d)  Loans are adequately secured.

     (e)  Unless the  provisions of Section 3C.6 apply to a  Participant,  loans
          may be made  only  after a  Participant  obtains  the  consent  of his
          Spouse, if any, to use his  Participant's  Account as security for the
          loan.  Spousal consent shall be obtained no earlier than the beginning
          of the 90-day  period that ends on the date on which the loan is to be
          so secured.  The  consent  must be in writing,  must  acknowledge  the
          effect of the loan, and must be witnessed by a Plan  representative or
          notary public.  Such consent shall  thereafter be binding with respect
          to the consenting Spouse or any subsequent Spouse with respect to that
          loan. A new consent shall be required if the Participant's  Account is
          used for  renegotiation,  extension,  renewal or other revision of the
          loan.

     (f)  Loans  must be made  in  accordance  with  and  subject  to all of the
          provisions of this Section SC.

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

5C.2 LOAN PROCEDURES.  The Plan  Administrator  shall establish a written set of
     procedures,  set  forth  in the  summary  plan  description  or  any  other
     established  set of procedures,  which becomes a part of such Plan by which
     all loans will be administered.  Such rules, which are incorporated  herein
     by reference, will include, but not be limited to the following:

     (a)  The person or  persons  authorized  to  administer  the loan  program,
          identified by name or position;

     (b)  The loan application procedure;

     (c)  The basis for approving or denying loans;

     (d)  Any limits on the types of loans permitted;

     (e)  The procedure for determining a "reasonable" interest rate;

     (f)  Acceptable collateral;


Article V - Participant Provisions      88                      October 27, 1995







     (g)  Default conditions; and

     (h)  Steps - which will be taken to  preserve  Plan  assets in the event of
          default.

                             5D. PARTICIPANTS RIGHTS

5D.1 GENERAL RIGHTS OF PARTICIPANTS AND  BENEFICIARIES.  The Plan is established
     and the  Plan or  Trust  assets  are  held  for the  exclusive  purpose  of
     providing  benefits  for such  Employees  and their  Beneficiaries  as have
     qualified to participate under the terms of the Plan.

5D.2 FILING A CLAIM FOR BENEFITS. A Participant or Beneficiary,  or the Employer
     acting in his behalf,  shall  notify the Plan  Administrator  of a claim of
     benefits  under the Plan.  Such  request  shall be in  writing  to the Plan
     Administrator  and  shall  set  forth  the  basis of such  claim  and shall
     authorize the Plan  Administrator  to conduct such  examinations  as may be
     necessary to determine  the validity of the claim and to take such steps as
     may be  necessary  to  facilitate  the payment of any benefits to which the
     Participant or Beneficiary may be entitled under the terms of the Plan.

5D.3 DENIAL OF  CLAIM.  Whenever  a claim for  benefits  by any  Participant  or
     Beneficiary  has been  denied by a Plan  Administrator,  a written  notice,
     prepared in a manner  calculated to be understood by the Participant,  must
     be provided, setting forth (1) the specific reasons for the denial; (2) the
     specific  reference to  pertinent  Plan  provisions  on which the denial is
     based;  (3)  a  description  of  any  additional  material  or  information
     necessary for the claimant to perfect the claim and an  explanation  of why
     such material or  information  is necessary;  and (4) an explanation of the
     Plan's claim review procedure.

5D.4 REMEDIES  AVAILABLE TO  PARTICIPANTS.  A Participant or Beneficiary (1) may
     request a review by a Named Fiduciary,  other than the Plan  Administrator,
     upon  written  application  to the  Plan;  (2) may  review  pertinent  Plan
     documents;  and (3) may submit  issues and  comments  in writing to a Named
     Fiduciary. A Participant or Beneficiary shall have 60 days after receipt by
     the  claimant of written  notification  of a denial of a claim to request a
     review of a denied claim.

     A decision by a Named  Fiduciary  shall be made promptly and not later than
     60 days after the Named Fiduciary's receipt of a request for review, unless
     special  circumstances  require an extension of the time for  processing in
     which case a decision shall be rendered as soon as possible,  but not later
     than 120 days after receipt of a request for review. The decision on review
     by a Named Fiduciary shall be in writing and shall include specific reasons
     for the  decision,  written in a manner  calculated to be understood by the
     claimant, and specific references to the pertinent Plan provisions on which
     the decision is based.

     A Participant or Beneficiary  shall be entitled,  either in his own name or
     in conjunction with any other interested  parties, to bring such actions in
     law or equity or to undertake such  administrative  actions or to seek such
     relief as may be necessary or  appropriate  to compel the disclosure of any
     required information,  to enforce or protect his rights, to recover present
     benefits due to him or to clarify his rights to future  benefits  under the
     Plan.


Article V - Participant Provisions      89                      October 27, 1995







5D.5 LIMITATION  OF  RIGHTS.   Participation   hereunder  shall  not  grant  any
     Participant  the right to be retained in the Service of the Employer or any
     other  rights  or  interest  in the Plan or Trust  fund  other  than  those
     specifically herein set forth.

5D.6 100% VESTED  CONTRIBUTIONS.  Each Participant,  regardless of his length of
     Service with the Employer, shall be fully vested (100%) at all times in any
     portion  of  his  Participant's   Account  attributable  to  the  following
     contributions, as applicable:

     (a)  Employee Contributions and earnings thereon;

     (b)  Elective Deferral Contributions and earnings thereon;

     (c)  Qualified Matching Contributions and earnings thereon;

     (d)  Qualified Nonelective Contributions and earnings thereon;

     (e)  Rollover Contributions and earnings thereon;

     (f)  QVEC Contributions and earnings thereon.

5D.7 REINSTATEMENT  OF BENEFIT.  In the event any portion of a benefit  which is
     payable to a Participant or a Beneficiary shall remain unpaid on account of
     the inability of the Plan  Administrator,  after diligent effort, to locate
     such  Participant  or  Beneficiary,  the amount so  distributable  shall be
     treated  as a  Forfeiture  under  Section  3D.  If a  claim  is made by the
     Participant or Beneficiary  for any benefit  forfeited  under this Section,
     such benefit must be reinstated by the Employer.

5D.8 NON-ALIENATION.  It is a  condition  of the  Plan,  and all  rights of each
     Participant  shall be subject  thereto,  that no right or  interest  of any
     Participant in the Plan shall be assignable or  transferable in whole or in
     part, either directly or by operation of law or otherwise,  including,  but
     without  limitation,  execution,  levy,  garnishment,  attachment,  pledge,
     bankruptcy  or in  any  other  manner,  and no  right  or  interest  of any
     Participant in the Plan shall be liable for or subject to any obligation or
     liability of such  Participant.  The preceding  sentence shall not preclude
     the enforcement of a federal tax levy made pursuant to Code section 6331 or
     the collection by the United States on a judgement resulting from an unpaid
     tax assessment.

     The preceding  paragraph shall also apply to the creation,  assignment,  or
     recognition of a right to any benefit payable with respect to a Participant
     pursuant to a domestic relations order,  unless such order is determined to
     be a QDRO. A domestic  relations  order entered before January 1, 1985 will
     be  treated  as a QDRO if payment  of  benefits  pursuant  to the order has
     commenced  as of such  date,  and may be  treated  as a QDRO if  payment of
     benefits has not commenced as of such date,  even though the order does not
     satisfy the requirements of Code section 414(p).


Article V - Participant Provisions      90                      October 27, 1995







                        ARTICLE VI - OVERSEER PROVISIONS

                    6A. FIDUCIARY DUTIES AND RESPONSIBILITIES

6A.1 GENERAL  FIDUCIARY  STANDARD OF CONDUCT.  Each  fiduciary of the Plan shall
     discharge his duties  hereunder  solely in the interest of the Participants
     and their Beneficiaries and for the exclusive purpose of providing benefits
     to Participants and their  Beneficiaries and defraying  reasonable expenses
     of administering  the Plan. Each Fiduciary shall act with the care,  skill,
     prudence and diligence under the circumstances that a prudent man acting in
     a like  capacity and familiar  with such matters would use in conducting an
     enterprise of like  character  and with like aims,  in accordance  with the
     documents and  instruments  governing this Plan,  insofar as such documents
     and instruments are consistent with this standard.

6A.2 SERVICE IN MULTIPLE CAPACITIES. Any Person or group of Persons may serve in
     more than one Fiduciary  capacity  with respect to this Plan,  specifically
     including service both as Trustee and Plan Administrator.

6A.3 LIMITATIONS ON FIDUCIARY LIABILITY. Nothing in this Plan shall be construed
     to prevent  any  Fiduciary  from  receiving  any benefit to which he may be
     entitled  as a  Participant  or  Beneficiary  in this Plan,  so long as the
     benefit is computed and paid on a basis which is consistent  with the terms
     of this Plan as applied to all other  Participants and  Beneficiaries.  Nor
     shall this Plan be  interpreted to prevent any Fiduciary from receiving any
     reasonable  compensation for services rendered, or for the reimbursement of
     expenses  properly and actually  incurred in the  performance of his duties
     with the Plan;  except  that no  Person so  serving  who  already  receives
     full-time pay from an Employer shall receive  compensation  from this Plan,
     except for reimbursement of expenses properly and actually incurred.

6A.4 INVESTMENT MANAGER. If an Investment Manager has been appointed pursuant to
     Section 6B.7 of this Plan, he is required to acknowledge in writing that he
     has  undertaken a Fiduciary  responsibility  with respect to the Plan.  The
     Insurance  Company's  liability  as a Fiduciary  is limited to that arising
     from its management of any assets of the Plan held by the Insurance Company
     in its separate accounts.

                           6B. THE PLAN ADMINISTRATOR

6B.1 DESIGNATION  AND  ACCEPTANCE.  The  Employer  shall  designate  a Person or
     Persons to serve as Plan Administrator  under the Plan and such Persons, by
     joining  in  the  execution  of  the  Adoption   Agreement,   accepts  such
     appointment and agrees to act in accordance with the terms of the Plan.

6B.2 DUTIES AND RESPONSIBILITY. The Plan Administrator shall administer the Plan
     for the exclusive benefit of the Participants and their  Beneficiaries in a
     nondiscriminatory  manner  subject to the specific  terms of the Plan.  The
     Plan  Administrator  shall  perform  all such  duties as are  necessary  to
     operate,  administer,  and  manage  the Plan in  accordance  with the terms
     thereof.  This shall include  notification to the Insurance  Company of any
     adjustment  made to a  Participant's  Account as a result of Excess  Annual
     Additions as defined in Section 4C.1(b).


Article VI - Overseer Provisions        91                      October 27, 1995







     The Plan Administrator shall comply with the regulatory provisions of ERISA
     and shall furnish to each Participant (a) a summary plan  description,  (b)
     upon written  request,  a statement of his total  benefits  accrued and his
     vested  benefits  if any and (c) the  information  necessary  to elect  the
     benefits available under the Plan. The Plan  Administrator  shall also file
     the appropriate  annual reports and any other data which may be required by
     appropriate regulatory agencies.

     Furthermore,  the Plan  Administrator  shall  take the  necessary  steps to
     notify the appropriate  interested  parties whenever an application is made
     to the Secretary of the Treasury for a  determination  letter in accordance
     with Code section 7476 as amended.

6B.3 SPECIAL  DUTIES.  If the  Employer  that  adopts this Plan is not the Plan.
     Administrator,  and the Plan provides for either Employee  Contributions or
     Patching Contributions to be made, the Plan Administrator shall:

     (a)  Maintain  records  that enable it to monitor the  adopting  Employer's
          compliance with the requirements of Code section 401(m);

     (b)  Perform the ACP test, as described in Section  4A.4,  for the Employer
          on an annual basis; and

     (c)  Notify the  Employer  if it is required  to correct  Excess  Aggregate
          Contributions.

6B.4 EXPENSES AND  COMPENSATION.  The expenses  necessary to administer the Plan
     shall be taken from  Participants'  Accounts  unless paid by the  Employer,
     including  but  not  limited  to  those  involved  in  retaining  necessary
     professional assistance from an attorney, an accountant,  an actuary, or an
     investment  advisor.  Nothing  shall  prevent the Plan  Administrator  from
     receiving  reasonable  compensation for services  rendered in administering
     this Plan,  provided the Plan  Administrator is not a full-time Employee of
     any Employer adopting this Plan.

6B.5 INFORMATION FROM EMPLOYER.  To enable the Plan Administrator to perform his
     functions,  the Employer  shall supply full and timely  information  to the
     Plan  Administrator  on all  matters  relating  to this  Plan  as the  Plan
     Administrator may require.

6B.6 ADMINISTRATIVE COMMITTEE;  MULTIPLE SIGNATURES. In the event that more than
     one Person has been duly nominated to serve on the Administrative Committee
     and has  signified  in writing  the  acceptance  of such  designation,  the
     signatures of one or more Persons may be accepted by an interested party as
     conclusive  evidence that the Administrative  Committee has duly authorized
     the action  therein set forth and as  representing  the will of and binding
     upon the whole Administrative Committee. No Person receiving such documents
     or written  instructions  and acting in good faith and in reliance  thereon
     shall be obliged to  ascertain  the validity of such action under the terms
     of this Plan. The  Administrative  Committee shall act by a majority of its
     members at the time in  office,  and such  action may be taken  either by a
     vote at a meeting or in writing without a meeting.



Article VI - Overseer Provisions        92                      October 27, 1995







6B.7 RESIGNATION AND REMOVAL;  APPOINTMENT OF SUCCESSOR. The Plan Administrator,
     or any member of the  Administrative  Committee,  may resign at any time by
     delivering to the Employer a written notice of resignation,  to take effect
     at a date specified therein, which shall not be less than 30 days after the
     delivery thereof, unless such notice shall be waived.

     The Plan Administrator may be removed with or without cause by the Employer
     by  delivery  of  written  notice  of  removal,  to take  effect  at a date
     specified  therein,  which  shall be not less than  thirty  (30) days after
     delivery thereof, unless such notice shall be waived.

     The  Employer,  upon  receipt  of or giving  notice of the  resignation  or
     removal of the Plan  Administrator,  shall  promptly  designate a successor
     Plan Administrator who must signify acceptance of this position in writing.
     In the event no  successor  is  appointed,  the Board of  Directors  of the
     Employer will  function as the  Administrative  Committee  until a new Plan
     Administrator has been appointed and has accepted such appointment.

6B.8 INVESTMENT  MANAGER.  The Plan  Administrator may appoint,  in writing,  an
     Investment  Manager or  Managers  to whom is  delegated  the  authority  to
     manage,  acquire, invest or dispose of all or any part of the Plan or Trust
     assets.  With regard to the assets  entrusted to his care,  the  Investment
     Manager shall provide written  instructions  and directions to the Employer
     or Trustee, as applicable,  who shall in turn be entitled to rely upon such
     written direction.  This appointment and delegation shall be evidenced by a
     signed written agreement.

6B.9 DELEGATION OF DUTIES. The Plan  Administrator  shall have the power, to the
     extent  permitted by law, to delegate the performance of such Fiduciary and
     non-Fiduciary   duties,   responsibilities   and   functions  as  the  Plan
     Administrator   shall  deem   advisable  for  the  proper   management  and
     administration  of the Plan in the best interests of the  Participants  and
     their Beneficiaries.

                               6C. TRUST AGREEMENT

This agreement  entered into by and among the Employer,  the Plan  Administrator
and the Trustee pursuant to the Adoption  Agreement  completed and signed by the
Employer, the Plan Administrator and Trustee,  hereby establishes the Trust with
the following  provisions to form a part of and implement the  provisions of the
Plan:

6C.1 CREATION AND ACCEPTANCE OF TRUST. The Trustee,  by joining in the execution
     of the Adoption  Agreement,  accepts the Trust hereby created and agrees to
     act in accordance with the express terms and conditions herein stated.

6C.2 TRUSTEE CAPACITY;  CO-TRUSTEES. The Trustee may be a Bank, Trust Company or
     other corporation possessing trust powers under applicable State or Federal
     law or one or more individuals or any combination thereof

     When  two  or  more  persons  serve  as  Trustee,   they  are  specifically
     authorized, by a written agreement between themselves, to allocate specific
     responsibilities, obligations or duties among themselves.  An original copy
     of such written agreement is to be delivered to the Plan Administrator.


Article VI - Overseer Provisions        93                      October 27, 1995






6C.3 RESIGNATION AND REMOVAL;  APPOINTMENT OF SUCCESSOR TRUSTEE. Any Trustee may
     resign at any time by delivering to the Plan Administrator a written notice
     of resignation, to take effect at a date specified therein, which shall not
     be less than 30 days after the delivery  thereof,  unless such notice shall
     be waived.

     The Trustee may be removed with or without  cause by the Board of Directors
     by  delivery  of a written  notice  of  removal,  to take  effect at a date
     specified  therein,  which  shall not be less than 30 days  after  delivery
     thereof, unless such notice shall be waived.

     In the case of the  resignation or removal of a Trustee,  the Trustee shall
     have the right to a settlement  of its account,  which may be made,  at the
     option of the  Trustee,  either  (1) by  judicial  settlement  in an action
     instituted by the Trustee in a court of competent  jurisdiction,  or (2) by
     written   agreement  of  settlement   between  the  Trustee  and  the  Plan
     Administrator.

     Upon such settlement,  all right, title and interest of such Trustee in the
     assets of the Trust and all rights  and  privileges  under  this  Agreement
     theretofore vested in such Trustee shall vest in the successor Trustee, and
     thereupon all future liability of such Trustee shall  terminate;  provided,
     however,  that the  Trustee  shall  execute,  acknowledge  and  deliver all
     documents  and written  instruments  which are  necessary  to transfer  and
     convey the right,  title and interest in the Trust  assets,  and all rights
     and privileges to the successor Trustee.

     The Board of  Directors,  upon  receipt  of notice  of the  resignation  or
     removal of the Trustee, shall promptly designate a successor Trustee, whose
     appointment  is subject to  acceptance  of this Trust in writing  and shall
     notify the Insurance Company in writing of such successor Trustee.

6C.4 TAXES,  EXPENSES AND COMPENSATION OF TRUSTEE. The Trustee shall deduct from
     and charge against the Trust fund any taxes paid by it which may be imposed
     upon the Trust fund or the income  thereof or which the Trustee is required
     to pay with respect to the interest of any person therein.

     The Employer shall pay the Trustee  annually its expenses in  administering
     the  Trust  and a  reasonable  compensation  for  its  service  as  Trustee
     hereunder  if the Trustee is not an  Employee of the Plan,  at a rate to be
     agreed upon from time to time.  The reasonable  compensation  shall include
     that for any extraordinary services.

6C.5 TRUSTEE ENTITLED TO  CONSULTATION.  The Trustee shall be entitled to advice
     of counsel,  which may be counsel for the Plan or the Employer, in any case
     in which the Trustee shall deem such advice  necessary.  With the exception
     of those  powers and duties  specifically  allocated  to the Trustee by the
     express  terms of this  Plan,  it shall  not be the  responsibility  of the
     Trustee to  interpret  the terms of the Plan or Trust and the  Trustee  may
     request, and is entitled to receive guidance and written direction from the
     Plan Administrator on any point requiring construction or interpretation of
     the Plan documents.


Article VI - Overseer Provisions        94                      October 27, 1995







6C.6 RIGHTS,  POWERS AND DUTIES OF TRUSTEE. The Trustee shall have the following
     rights, powers, and duties:

     (a)  The Trustee shall be responsible for the safekeeping and administering
          of the assets of this Plan and Trust in accordance with the provisions
          of this  Agreement  and any  amendments  thereto.  The  duties  of the
          Trustee under this Agreement shall be determined solely by the express
          provisions  of  this   Agreement  and  no  other  further   duties  or
          responsibilities  shall be implied.  Subject to the terms of this Plan
          and Trust,  the Trustee  shall be fully  protected  and shall incur no
          liability  in acting in  reliance  upon the  written  instructions  or
          directions of the Plan  Administrator or a duly designated  Investment
          Manager or any other Named Fiduciary.

     (b)  The Trustee  shall have all powers  necessary  or  convenient  for the
          orderly and efficient  performance of its duties hereunder,  including
          but not limited to those  specified in this  Section.  The Trustee may
          appoint  one  or  more  administrative  agents  or  contract  for  the
          performance  of such  administrative  and service  functions as it may
          deem  necessary  for the effective  installation  and operation of the
          Plan and Trust.

     (c)  The  Trustee  shall have the power to collect  and receive any and all
          monies and other property due hereunder and to give full discharge and
          acquittance therefor;  to settle,  compromise or submit to arbitration
          any  claims,  debts or damages  due or owing to or from the Trust;  to
          commence  or  defend  suits  or  legal  proceedings  wherever,  in its
          judgment,  any interest of the Trust requires it; and to represent the
          Trust in all suits or legal  proceedings in any court of law or equity
          or  before  any  other  body or  tribunal.  it shall  have  the  power
          generally to do all acts, whether or not expressly  authorized,  which
          the Trustee in the exercise of its Fiduciary  responsibility  may deem
          necessary or desirable for the  protection of the Trust and the assets
          thereof.

     (d)  The Trustee shall make  application  to the Insurance  Company for the
          Annuity Contract required hereunder and shall take all necessary steps
          to  obtain  any  Life  Insurance  Policies  elected  on the  lives  of
          Participants  hereunder.  In applying  for the Annuity  Contract,  the
          Trustee may indicate  that,  unless it directs the  Insurance  Company
          otherwise,  it shall be  entitled  to receive  all cash  payments  for
          further distribution to Participants and Beneficiaries.

     (e)  The Trustee may  temporarily  hold cash balances and shall be entitled
          to deposit any such funds  received in a bank account or bank accounts
          in the name of the Trust in any bank or banks selected by the Trustee,
          including the banking department of the Trustee,  pending  disposition
          of such funds in  accordance  with the Trust.  Any such deposit may be
          made with or without interest.

     (f)  The Trustee shall obtain and deal with any Life Insurance  Policies or
          other  assets of this Trust held or  received  under this Plan only in
          accordance with the written  directions  from the Plan  Administrator.
          The  Trustee  shall  be under no duty to  determine  any  facts or the
          propriety of any action taken or omitted by it in good faith  pursuant
          to instructions from the Plan Administrator.


Article VI - Overseer Provisions        95                      October 27, 1995







     (g)  All contributions made to the Trust fund under this Plan shall be paid
          by the Trustee to the  Insurance  Company  under the Annuity  Contract
          within 30 days after the date such  contributions were ' due under the
          Plan.  However, in lieu of holding any contributions made to the Trust
          fund,  the  Trustee  may direct  that all such  contributions  be made
          directly to the Insurance  Company  under the Annuity  Contract or any
          Life Insurance Policy. The Employer shall keep the Trustee informed of
          all contributions made directly to the Insurance Company in accordance
          with the Trustee's instructions.

     (h)  If the  whole or any part of the Trust  shall  become  liable  for the
          payment  of any  estate,  inheritance,  income  or other tax which the
          Trustee  shall be required to pay,  the Trustee  shall have full power
          and  authority to pay such tax out of any monies or other  property in
          its hands for the account of the person whose interest hereunder is so
          liable.  Prior to making any  payment,  the Trustee  may require  such
          releases or other  documents  from any lawful  taxing  authority as it
          shall  deem  necessary.  The  Trustee  shall  not be  liable  for  any
          nonpayment  of tax  when  it  distributes  an  interest  hereunder  on
          instructions from the Plan Administrator.

     (i)  The Trustee  shall keep a full,  accurate and  detailed  record of all
          transactions of the Trust which the Plan Administrator  shall have the
          right to examine at any time  during the  Trustee's  regular  business
          hours. Following the close of the fiscal year of the Trust, or as soon
          as  practical   thereafter,   the  Trustee   shall  furnish  the  Plan
          Administrator  with a statement  of account.  This  account  shall set
          forth all receipts,  disbursements and other transactions  effected by
          the Trustee during said year.

          The Plan Administrator shall promptly notify the Trustee in writing of
          its approval or disapproval of the account.  The Plan  Administrator's
          failure to disapprove  the account  within 60 days after receipt shall
          be  considered  an approval.  The  approval by the Plan  Administrator
          shall be binding as to all matters  embraced in any  statement  to the
          same  extent as if the  account  of the  Trustee  had been  settled by
          judgment or decree of a court of  competent  jurisdiction  under which
          the Trustee,  Plan  Administrator,  Employer and all persons having or
          claiming any interest in the Trust were  parties;  provided,  however,
          that the  Trustee  may have its  account  judicially  settled if it so
          desires.

     (j)  If, at any time,  there  shall be a dispute  as to the  person to whom
          payment  or  delivery  of  monies  or  property  should be made by the
          Trustee,  or  regarding  any  action to be taken by the  Trustee,  the
          Trustee may postpone such payment,  delivery or action,  retaining the
          fun@s or  property  involved,  until  such  dispute  shall  have  been
          resolved in a court of  competent  jurisdiction  or the Trustee  shall
          have been  indemnified  to its  satisfaction  or until it has received
          written direction from the Plan Administrator.

     (k)  Anything in this instrument to the contrary notwithstanding,  it shall
          be understood  that the Trustee  shall have no duty or  responsibility
          with  respect  to  the  determination  of  matters  pertaining  to the
          eligibility  of  any  Employee  to  become  or  remain  a  Participant
          hereunder,   the  amount  of  benefit  to  which  any  Participant  or
          Beneficiary shall  be  entitled hereunder,  all  such responsibilities


Article VI - Overseer Provisions        96                      October 27, 1995







          being vested in the Plan Administrator. The Trustee shall have no duty
          to  collect  any  contribution  from the  Employer  and  shall  not be
          concerned with the amount of any  contribution  nor the application of
          any contribution formula.

6C.7 EVIDENCE OF TRUSTEE ACTION.  In the event that the Trustee comprises two or
     more  Trustees,  then those  Trustees  may  designate  one such  Trustee to
     transmit all decisions of the Trustee and to sign all necessary notices and
     other  reports on behalf of the  Trustee.  All  notices  and other  reports
     bearing the  signature of the  individual  Trustee so  designated  shall be
     deemed  to bear  the  signatures  of all the  individual  Trustees  and all
     parties  dealing  with the Trustee are entitled to rely on any such notices
     and other  reports  as  authentic  and as  representing  the  action of the
     Trustee.

6C.8 INVESTMENT  POLICY.  This Plan has been established for the sole purpose of
     providing  benefits  to  the  Participants  and  their  Beneficiaries.   In
     determining  its investments  hereunder,  the Trustee shall take account of
     the advice provided by the Plan  Administrator as to funding policy and the
     short and  long-range  needs of the Plan based on the evident and  probable
     requirements  of the Plan as to the time benefits  shall be payable and the
     requirements therefor.

6C.9 PERIOD OF THE TRUST.  If it shall be determined  that the applicable  State
     law requires a limitation on the period during which the  Employer's  Trust
     shall continue, then such Trust shall not continue for a period longer than
     21 years  following the death of the last of those  Participants  including
     future  Participants who are living at the Effective Date hereof.  At least
     180 days  prior to the end of the  twenty-first  year as  described  in the
     first sentence of this Section the Employer, the Plan Administrator and the
     Trustee  shall  provide  for the  establishment  of a  successor  trust and
     transfer of Plan assets to the Trustee. If applicable State law requires no
     such limitation, then this Section shall not be operative.

                            6D. THE INSURANCE COMPANY

6D.1 DUTIES AND RESPONSIBILITIES.  The Insurance Company shall issue the Annuity
     Contract and any Policies  hereunder and thereby assumes all the duties and
     responsibilities  set forth therein.  The terms of the Annuity Contract may
     be changed as provided  therein without  amending this Plan,  provided such
     changes shall conform (1) to the requirements for qualification  under Code
     section  401(a),  as amended from time to time and (2) to ERISA, as amended
     from time to time.

6D.2 RELATION TO EMPLOYER,  PLAN  ADMINISTRATOR AND PARTICIPANTS.  The Insurance
     Company may receive the statement of the Plan Administrator or, if the Plan
     Administrator  so  designates,  the Employer or the Trustee,  as conclusive
     evidence  of any of the  matters  decided  in the Plan,  and the  Insurance
     Company shall be fully  protected in taking or permitting any action on the
     basis thereof and shall incur no liability or responsibility  for so doing.
     The  Insurance  Company shall not be required to look into the terms of the
     Plan, to question any action by the Employer or the Plan  Administrator  or
     any  Participant  nor to determine that such action is properly taken under
     the Plan. The Insurance  Company shall be fully discharged from any and all
     liability  with respect  to any  payment  to any  Participant  hereunder in


Article VI - Overseer Provisions        97                      October 27, 1995








     accordance with the terms of the Annuity  Contract or of any Policies under
     the Plan.  The  Insurance  Company shall not be required to take any action
     contrary to its normal rules and practices.

6D.3 RELATION TO TRUSTEE.  The  Insurance  Company shall not be required to look
     into the terms of the Plan or question any action of the  Trustee,  and the
     Insurance  Company shall not be  responsible  for seeing that any action of
     the Trustee is authorized by the terms hereof.  The Insurance Company shall
     be under no  obligation  to take  notice  of any  change in  Trustee  until
     evidence of such change  satisfactory  to the Insurance  Company shall have
     been given to the Insurance Company in writing at its home office.

                              6E. ADOPTING EMPLOYER

6E.1 ELECTION TO BECOME ADOPTING EMPLOYER.  With the consent of the Employer and
     Trustee, if any, any employer, which along with the Employer is included in
     a group of employers  which  constitute a controlled  group of corporations
     (as  defined  in  Code  section  414(b))  or  which  constitutes  trade  or
     businesses (whether or not incorporated) which are under common control (as
     defined in section 414(c)) or which constitutes an affiliated service group
     as defined in section  414(m) and is identified as an Adopting  Employer in
     the Adoption Agreement, may adopt this Plan and all of its provisions.

6E.2 DEFINITION.  Any employer  eligible to adopt this Plan under the provisions
     of Section 6E.1 and which adopts this Plan and all of its provisions, shall
     be known as an  Adopting  Employer  and shall be  included  within the term
     Employer,'as defined in Section 1.24.

6E.3 EFFECTIVE  DATE OF PLAN.  The  effective  date of the Plan for an  Adopting
     Employer on other than the date specified in the Adoption  Agreement  shall
     be the first day of the Plan Year in which such  Adopting  Employer  adopts
     this Plan.

6E.4 FORFEITURES.  Forfeitures  of  any  nonvested  portion  of a  Participant's
     Account,  as selected by the Employer in the Adoption  Agreement,  shall be
     allocated  only to other  Participants  who are  employed  by the  Adopting
     Employer who made the contributions to such Participant's Account, or shall
     be used as a credit only for such Adopting Employer.

6E.5 CONTRIBUTIONS.  All  contributions  made by an Adopting  Employer  shall be
     determined  separately by each  Adopting  Employer and shall be paid to and
     held by the  Plan  for  the  exclusive  benefit  of the  Employees  of such
     Adopting Employer and the  Beneficiaries of such Employees,  subject to all
     the terms and  conditions of this Plan. The Plan  Administrator  shall keep
     separate books and records concerning the affairs of each Adopting Employer
     and as to the  accounts  and  credits  of the  Employees  of each  Adopting
     Employer.

6E.6 EXPENSES. Subject to Section 6B.3, the expenses necessary to administer the
     Plan of any Adopting  Employer shall be taken from accounts of Participants
     who are  Employees  of  such  Adopting  Employer  unless  paid  for by such
     Adopting  Employer.  The expenses necessary to administer the Plan for each
     Adopting Employer shall  be determined  by  the ratio of  the value of  all

Article VI - Overseer Provisions        98                      October 27, 1995







     Participants' Accounts of such Adopting Employers to the total value of all
     Participants' Accounts of each Adopting Employer.

6E.7 SUBSTITUTION  OF PLANS.  Subject  to the  provisions  of  Section  7C,  any
     Adopting  Employer shall be permitted to withdraw from its participation in
     this Plan. The consent of the Employer or any other Adopting Employer shall
     not be required.

6E.8 TERMINATION OF PLANS. If any Adopting Employer elects to terminate its Plan
     pursuant to Sections 7B.4, 7B.5 and 7B.6, such termination  shall in no way
     affect the Plan of any other Adopting Employer.

6E.9 AMENDMENT.  Amendment of this Plan by the Employer or any Adopting Employer
     shall only be by the  written  consent of the  Employer  and each and every
     Adopting  Employer and with the consent of the Trustee,  if any, where such
     consent is necessary in accordance with the terms of this Plan.

6E.10PLAN   ADMINISTRATOR'S   AUTHORITY.   The  Plan  Administrator  shall  have
     authority to make any and all necessary rules or regulations,  binding upon
     all Adopting  Employers and all Participants,  to effectuate the purpose of
     this Section 6E.

Article VI - Overseer Provisions        99                      October 27, 1995







         ARTICLE VII -- SPECIAL CIRCUMSTANCES WHICH MAY AFFECT THE PLAN

                            7A. TOP-HEAVY PROVISIONS

7A.1 DEFINITIONS.

     (a)  ANNUAL  COMPENSATION.  The term Annual Compensation means Compensation
          as defined in the Compensation section of the Adoption Agreement,  but
          including  amounts  contributed  by the Employer  pursuant to a salary
          reduction  agreement  which are excludable  from the Employee's  gross
          income under Code section 125, section 402(e)(3), section 402(h)(1)(B)
          or section 403(b).

     (b)  DETERMINATION  DATE.  The term  Determination  Date means for any Plan
          Year  subsequent to the first Plan Year, the last day of the preceding
          Plan Year.  For the first Plan Year of the Plan, it means the last day
          of that year.

     (c)  DETERMINATION  PERIOD.  The term  Determination  Period means the Plan
          Year  containing  the  Determination  Date and the four preceding Plan
          Years.

     (d)  KEY  EMPLOYEE.  The term Key  Employee  means any  Employee  or former
          Employee  (and the  Beneficiaries  of such  Employee)  who at any time
          during the Determination Period was:

          (1)  An  officer  of  the   Employer  if  such   individual's   Annual
               Compensation  exceeds 50 percent of the dollar  limitation  under
               Code section 415(b)(1)(A); or

          (2)  An owner (or  considered  an owner under Code section 318) of one
               of the ten largest interests in the Employer if such individual's
               Annual Compensation  exceeds 100 percent of the dollar limitation
               under Code section 415(c)(1)(A); or

          (3)  A 5-percent owner of the Employer; or

          (4)  A 1-percent owner of the Employer who has Annual  Compensation of
               more than $150,000.

          The  determination of who is a Key Employee will be made in accordance
          with Code section 416(l)(1) and related regulations.

     (e)  PERMISSIVE  AGGREGATION  GROUP. The term Permissive  Aggregation Group
          means the Required  Aggregation  Group of plans plus any other plan or
          plans of the  Employer  which,  when  considered  as a group  with the
          Required Aggregation Group, would continue to satisfy the requirements
          of Code sections 401(a)(4) and 410.

     (f)  PRESENT  VALUE.  Present Value shall be based only on the interest and
          mortality rates specified in the Adoption Agreement.


Article VII - Special Circumstances    100                      October 27, 1995







     (g)  REQUIRED  AGGREGATION GROUP. The term Required Aggregation Group means
          (1) each  qualified  plan of the  Employer  in which at least  one Key
          Employee   participates   or  participated  at  any  time  during  the
          Determination  Period (regardless of whether the plan has terminated),
          and (2) any other  qualified plan of the Employer which enables a plan
          described in (1) to meet the  requirements of Code sections  401(a)(4)
          or 410.

     (h)  TOP-HEAVY  PLAN. For any Plan Year beginning  after December 31, 1983,
          this Plan is Top-Heavy if any of the following conditions exists:

          (1)  If the Top-Heavy  Ratio for this Plan exceeds 60 percent and this
               Plan is not part of any Required  Aggregation Group or Permissive
               Aggregation Group of plans.

          (2)  If this Plan is a part of a Required  Aggregation  Group of plans
               but not part of a Permissive  Aggregation Group and the Top-Heavy
               Ratio for the group of plans exceeds 60 percent.

          (3)  If this Plan is a part of a Required  Aggregation  Group and part
               of a  Permissive  Aggregation  Group of plans  and the  Top-Heavy
               Ratio for the Permissive Aggregation Group exceeds 60 percent.

     (i)  TOP-HEAVY RATIO. The term Top-Heavy Ratio means:

          (1)  If the Employer maintains one or more defined  contribution plans
               (including any simplified employee pension plan) and the Employer
               has not  maintained  any defined  benefit  plan which  during the
               5-year period ending on the Determination  Date(s) has or has had
               accrued benefits,  the Top-Heavy Ratio for this Plan alone or for
               the Required or Permissive Aggregation Group, as appropriate,  is
               a  fraction,  the  numerator  of which is the sum of the  account
               balances of all Key  Employees  as of the  Determination  Date(s)
               (including  any part of any account  balance  distributed  in the
               5-year  period  ending  on the  Determination  Date(s)),  and the
               denominator  of  which  is  the  sum  of  all  account   balances
               (including  any part of any account  balance  distributed  in the
               5-year period ending on the Determination Date(s)), both computed
               in accordance with Code section 416 and related regulations. Both
               the  numerator  and   denominator  of  the  Top-Heavy  Ratio  are
               increased to reflect any contribution not actually made as of the
               Determination  Date,  but  which is  required  to be  taken  into
               account  on  that  date  under  Code   section  416  and  related
               regulations.

          (2)  If the Employer maintains one or more defined  contribution plans
               (including  any simplified  employee  pension plans as defined in
               Code section 408(k)) and the Employer maintains or has maintained
               one or more defined benefit plans, which during the 5-year period
               ending on the  Determination  Date(s)  has or has had any accrued
               benefits, the  Top-Heavy  Ratio for  any  Required or  Permissive


Article VII - Special Circumstances    101                      October 27, 1995







               Aggregation Group as appropriate is a fraction,  the numerator of
               which is the sum of account balances under the aggregated defined
               contribution  plan or plans for all Key Employees,  determined in
               accordance  with (1)  above,  and the  Present  Value of  accrued
               benefits under the aggregated  defined  benefit plan or plans for
               all  Key  Employees  as of the  Determination  Date(s),  and  the
               denominator of which is the sum of the account balances under the
               aggregated   defined   contribution   plan  or   plans   for  all
               Participants,  determined in accordance  with (1) above,  and the
               Present Value of accrued  benefits under the defined benefit plan
               or plans for all  Participants as of the  Determination  Date(s),
               all  determined in  accordance  with Code section 416 and related
               regulations. The accrued benefits under a defined benefit plan in
               both the numerator  and  denominator  of the Top-Heavy  Ratio are
               increased for any  distribution of an accrued benefit made in the
               5- year period ending on the Determination Date.

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

     (j)  VALUATION  DATE.  The term  Valuation Date means the date specified in
          the TopHeavy  Provisions section of the Adoption Agreement as of which
          account  balances  or  accrued  benefit  are valued  for  purposes  of
          calculating the Top-Heavy Ratio.

7A.2 MINIMUM ALLOCATION.  For any Plan Year in which the Plan is Top-Heavy,  the
     following will apply:


Article VII - Special Circumstances    102                      October 27, 1995








     (a)  Except  as  otherwise  provided  in (c) and (d)  below,  the  Employer
          contributions  and Forfeitures  allocated on behalf of any Participant
          who is not a Key  Employee  shall not be less than the lesser of three
          percent of such  Participant's  Compensation  or in the case where the
          Employer  has no defined  benefit plan which  designates  this Plan to
          satisfy  Code  section  401,  the  largest   percentage   of  Employer
          contributions and Forfeitures,  as limited by Code section 401(a)(17),
          allocated  on behalf of any Key  Employee  for that year.  The Minimum
          Allocation  is  determined  without  regard  to  any  Social  Security
          contribution. This Minimum Allocation shall be made even though, under
          other Plan provisions, the Participant would not otherwise be entitled
          to receive an allocation,  or would have received a lesser  allocation
          for the year  because of (1) the  Participant's  failure  to  complete
          1,000 Hours of Service (or any  equivalent  provided in the Plan),  or
          (2) the Participant's failure to make Required Employee  Contributions
          to the Plan, or (3) Compensation less than a stated amount.

     (b)  For purposes of computing the Minimum  Allocation,  Compensation shall
          mean  Compensation  as  defined  in the  Compensation  section  of the
          Adoption Agreement as limited by Code section 401 (a) (17).

          Notwithstanding  the above, if elected by the Employer in the Adoption
          Agreement,  Compensation shall include any amount which is contributed
          by the Employer pursuant to a salary reduction  agreement and which is
          not includable in the Employee's gross income under Code sections 125,
          401(a)(8), 402(h) or 403(b).

     (c)  The provision in (a) above shall not apply to any  Participant who was
          not employed by the Employer on the last day of the Plan Year.

     (d)  The provision in (a) above shall not apply to any  Participant  to the
          extent the Participant is covered under any other plan or plans of the
          Employer and the Employer  has  provided in the  Top-Heavy  Provisions
          section of the  Adoption  Agreement  that the  Minimum  Allocation  or
          benefit  requirement  applicable to TopHeavy  plans will be met in the
          other plan or plans.

     (e)  The  Minimum  Allocation  required  (to  the  extent  required  to  be
          nonforfeitable  under Code section  416(b)) may not be forfeited under
          Code sections 411(a)(3)(B) or 411(a)(3)(D).

     (f)  Neither Elective Deferral Contributions nor Matching Contributions may
          be taken into  account  for the  purpose of  satisfying  this  Minimum
          Allocation Requirement.

7A.3 MINIMUM  VESTING  SCHEDULE.  For  any  Plan  Year  in  which  this  Plan is
     Top-Heavy,  one of the minimum vesting schedules as elected by the Employer
     in the Adoption Agreement will automatically apply to the Plan. The minimum
     vesting schedule applies to all benefits within the meaning of Code section
     411(a)(7)  except those  attributable to Employee  Contributions,  Elective
     Deferral  Contributions,.  QVEC  Contributions  and Rollover  Contributions
     including  benefits  accrued  before the effective date of Code section 416
     and benefits accrued before the Plan became Top-Heavy. Further, no decrease
     in a Participant's  nonforfeitable  percentage may  occur in the  event the


Article VII - Special Circumstances    103                      October 27, 1995







     Plan's status as Top-Heavy changes for any Plan Year. However, this Section
     does not apply to the account balances of any Employee who does not have an
     Hour of  Service  after  the  Plan  has  initially  become  TopHeavy.  Such
     Employee's  account  balance  attributable  to Employer  contributions  and
     Forfeitures will be determined without regard to this Section.

                7B. AMENDMENT, TERMINATION OR MERGER OF THE PLAN

7B.1 AMENDMENT  OF ELECTIONS  UNDER  ADOPTION  AGREEMENT BY EMPLOYER.  The party
     elected by the Employer in the Adoption Agreement shall have the right from
     time to time to change the  elections  under its  Adoption  Agreement  in a
     manner   consistent  with  the  Plan,   provided  that  such  amendment  or
     modification   shall  be  in  accordance   with  the  Board  of  Director's
     resolution,  if  applicable,  that  describes the  amendment  procedure and
     provided  further that the written  amendment or  modification is signed by
     the party elected by the Employer in the Adoption Agreement.  The amendment
     must be accepted by the  Sponsoring  Organization.  Upon any such change in
     the Elections under the Adoption  Agreement,  the Plan  Administrator,  the
     Trustee and the Sponsoring  Organization shall be furnished a copy thereof.
     If the Plan's  vesting  schedule is amended,  or the Plan is amended in any
     way  that  directly  or   indirectly   affects  the   computation   of  the
     Participant's nonforfeitable percentage or if the Plan is deemed amended by
     an automatic change to a top-heavy vesting schedule,  each Participant with
     at least 3 years of Service with the Employer may elect, in writing, within
     a reasonable  period after the adoption of the amendment or change, to have
     the  nonforfeitable  percentage  computed  under the Plan without regard to
     such amendment or change.  for Participants who do not have at least 1 Hour
     of  Service  in any Plan  Year  beginning  after  December  31,  1988,  the
     preceding  sentence shall be applied by  substituting  "5 years of Service"
     for "3 years of Service" where such language appears.

     The period during which the election must be made by the Participant  shall
     begin no later than the date the Plan amendment is adopted and end no later
     than after the latest of the following dates:

     (a)  The date which is 60 days after the day the amendment is adopted;

     (b)  The  date  which  is 60  days  after  the day  the  amendment  becomes
          effective; or

     (c)  The date  which is 60 days  after  the day the  Participant  is issued
          written notice of the amendment by the Employer or Plan Administrator.

     Such  written  election  by  a  Participant  shall  be  made  to  the  Plan
     Administrator, who shall then give written notice to the Insurance Company.

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

Article VII - Special Circumstances    104                      October 29, 1996







     shall be  treated  as  reducing  an Accrued  Benefit.  Furthermore,  if the
     vesting schedule of a Plan is amended,  in the case of an Employee who is a
     Participant  as of the later of the date such  amendment  is adopted or the
     date it. becomes effective, the nonforfeitable percentage (determined as of
     such date) of such Employee's  Employer-derived Accrued Benefit will not be
     less than the  percentage  computed  under the Plan without  regard to such
     amendment.

     In the event of an amendment to a money purchase  pension plan (including a
     target  benefit plan) to convert it to a profit  sharing plan  (including a
     thrift  plan or plan  with a 401(k)  feature),  the  resulting  plan  shall
     separately  account in each  affected  Participant's  Account  for  amounts
     attributable  to coverage under the money purchase plan,  including  future
     earnings on such amounts.  On and after the date of such  amendment,  these
     money purchase plan amounts shall remain subject to the money purchase plan
     restrictions on distribution.

     The  Employer  may  (1)  change  the  choice  of  options  in the  Adoption
     Agreement,  (2) add overriding language in the Adoption Agreement when such
     language is necessary  to satisfy  Code  sections 415 or 416 because of the
     required   aggregation  of  multiple  plans,  and  (3)  add  certain  model
     amendments  published by the Internal  Revenue  Service which  specifically
     provide  that  their  adoption  will not  cause the Plan to be  treated  as
     individually  designed.  An  Employer  that  amends  the Plan for any other
     reason,  including a waiver of the minimum funding  requirements under Code
     section 412(d),  will no longer participate in this prototype plan and will
     be considered to have an individually designed plan.

7B.2 AMENDMENT OF PLAN,  TRUST, AND FORM OF ADOPTION  AGREEMENT.  The Sponsoring
     Organization  may amend this Plan and Trust,  and the form of the  Adoption
     Agreement,   and  the   Employer  in  adopting   this  Plan  and  the  Plan
     Administrator   and  the   Trustee  in   accepting   appointment   as  Plan
     Administration  and as Trustee,  shall be deemed to have  consented  to any
     such  amendment by  executing  the Adoption  Agreement,  provided  that the
     written  consent of the  Trustee and the Plan  Administrator  to any change
     affecting their duties or  responsibilities  shall first be obtained.  Upon
     any such amendment by the Sponsoring Organization,  the Plan Administrator,
     the Employer and the Trustee shall be furnished with a copy thereof.

7B.3 CONDITIONS  OF  AMENDMENT.  Neither  the  Sponsoring  Organization  nor the
     Employer  shall make any  amendment  which would cause the Plan to lose its
     status as a qualified plan within the meaning of Code section 401(a).

7B.4 TERMINATION  OF THE  PLAN.  The  Employer  intends  to  continue  the  Plan
     indefinitely  for the benefit of its  Employees,  but reserves the right to
     terminate  the Plan at any time by  resolution  of its Board of  Directors.
     Upon such  termination,  the  liability  of the  Employer to make  Employer
     contributions   hereunder  shall   terminate.   The  Plan  shall  terminate
     automatically  upon  ,complete  discontinuance  of  Employer  contributions
     hereunder, if the Plan is a profit sharing plan or a thrift plan.

7B.5 FULL VESTING.  Upon the termination or partial  termination of the Plan, or
     upon complete discontinuance of Employer  contributions,  the rights of all
     affected  Participants  in  and  to  the  amounts  credited  to  each  such


Article VII - Special Circumstances    105                      October 27, 1995







     Participant's  Account and to any Policies on each Participant's life shall
     be 100%  vested  and  nonforfeitable.  Thereupon,  each  Participant  shall
     receive a total  distribution of his Participant's  Account  (including any
     amounts in the  Forfeiture  Account  allocated in  accordance  with Section
     7B.6) in  accordance  with the terms and  conditions  of Section 2A. If the
     Plan  terminates,  the assets will be distributed from the Trust as soon as
     administratively feasible.

7B.6 APPLICATION OF FORFEITURES. Upon the termination of the Plan, any amount in
     the Forfeiture account which has not been applied as of such termination to
     reduce the  Employer  contribution,  or has not been  allocated  as of such
     termination,  shall be credited on a pro-rata  basis to each  Participant's
     Account in the same manner as the last Employer contribution made under the
     Plan.

7B.7 MERGER  WITH OTHER  PLAN.  In the case of any merger  with or  transfer  of
     assets or liabilities to any other qualified plan after September 2, 1974:

     (a)  The sum of the  account  balances  in each plan  shall  equal the fair
          market value  (determined  as of the date of the merger or transfer as
          if the plan had then terminated) of the entire plan assets.

     (b)  The assets or  liabilities  of each plan shall be combined to form the
          assets of the plan as merged (or transferred), and each Participant in
          the plan merged (or  transferred)  shall have an account balance equal
          to the sum of the account  balances the  Participant  had in the plans
          immediately prior to the merger (or transfer).

     (c)  Immediately  after the merger (or transfer),  each  Participant in the
          plan merged (or  transferred)  shall have an account  balance equal to
          the sum of the  account  balances  the  Participant  had in the  plans
          immediately prior to the merger (or transfer).

     (d)  Immediately  after the merger (or transfer),  each  Participant in the
          plan merged (or  transferred)  shall be entitled to the same  optional
          benefit forms as they were entitled to immediately prior to the merger
          (or transfer).

     (e)  In the event of a merger (or  transfer)  of a money  purchase  pension
          plan  (including  a target  benefit  plan) and a profit  sharing  plan
          (including a thrift plan or plan with a 401(k) feature), the resulting
          plan shall separately account in each affected  Participant's  Account
          for amounts  attributable  to coverage  under the money purchase plan,
          including  future  earnings on such amounts.  On and after the date of
          such merger (or  transfer),  these money  purchase  plan amounts shall
          remain   subject  to  the  money   purchase   plan   restrictions   on
          distribution.

7B.8 TRANSFER  FROM  OTHER  PLANS.  If elected in the  Adoption  Agreement,  the
     Employer  may  cause all or any of the  assets  held in  another  qualified
     pension or profit  sharing  plan meeting the  requirements  of Code section
     401(a) to be transferred to the Plan pursuant to a merger or  consolidation
     of this Plan with such other plan or for any other allowable purpose.  Upon
     receipt of such assets,  the Plan shall separately account for such amounts
     in  each  affected  Participant's  Account.  Such  transfer  shall  be made
     without regard to the Limitations on Allocations imposed in Section 4B.


Article VII - Special Circumstances    106                      October 27, 1995








7B.9 TRANSFER TO OTHER PLANS. Upon written direction from the Employer, the Plan
     shall  transfer  some or all of the assets  held under this Plan to another
     qualified  pension or profit sharing plan meeting the  requirements of Code
     section 401(a) and sponsored by the Employer.

7B.10APPROVAL  BY  THE  INTERNAL  REVENUE  SERVICE.  Notwithstanding  any  other
     provisions of this Plan, the Employer's adoption of this Plan is subject to
     the  condition  precedent  that the  Employer's  Plan shall be approved and
     qualified by the Internal  Revenue  Service as meeting the  requirements of
     Code  section  401(a)  and,  if  applicable,  that  the  Trust  established
     hereunder  shall be  entitled to  exemption  under the  provisions  of Code
     section  501(a).  In the event the Plan initially  fails to qualify and the
     Internal  Revenue Service issues a final ruling that the Employer's Plan or
     Trust fails to so qualify as of the  Effective  Date,  all liability of the
     Employer to make further Employer contributions  hereunder shall cease. The
     Insurance  Company,  Plan  Administrator,   Trustee  and  any  other  Named
     Fiduciary  shall be notified  immediately by the Employer,  in writing,  of
     such  failure  to  qualify.  Upon  such  notification,  the  value  of  the
     Participants'  Accounts,  including  the then  value of any Life  Insurance
     Policies,  shall be distributed in cash subject to the terms and conditions
     of Section 5B. That portion of such  distribution  which is attributable to
     Participant's  Employee  Contributions,  if  any,  shall  be  paid  to  the
     Participant,  and the  balance  of such  distribution  shall be paid to the
     Employer.  Upon the death of any Participant  prior to the actual surrender
     of a Life Insurance Policy or Policies on his life, the death benefit shall
     be payable to the Participant's Beneficiary.

     If the Employer's Plan fails to attain or retain  qualification,  such Plan
     will no longer participate in this prototype plan and will be considered an
     individually designed plan.

7B.11SUBSEQUENT   UNFAVORABLE   DETERMINATION.   If  the  Employer  is  notified
     subsequent to initial  favorable  qualification  that the Plan is no longer
     qualified within the meaning of Code section 401(a) or, if applicable, that
     the Trust is no longer  entitled to exemption  under the provisions of Code
     section 501(a),  and if the Employer shall fail within a reasonable time to
     make any  necessary  changes in order that the Plan shall so  qualify,  the
     Participants' Accounts, including any Life Insurance Policies or the values
     thereof,  shall be fully vested and nonforfeitable and shall be disposed of
     in the manner set forth in Sections 7B.5 and 7B.6 above.

                            7C. SUBSTITUTION OF PLANS

7C.1 SUBSTITUTION  OF PLANS.  Subject to the  provisions  of Section  7B.7,  the
     Employer  may  substitute  an  individually  designed  plan or a master  or
     another  prototype  plan for this  Plan  without  terminating  this Plan as
     embodied  herein,  and this shall be deemed to  constitute an amendment and
     restatement  in its  entirety  of this Plan as  heretofore  adopted  by the
     Employer;  provided,  however that the Employer shall have certified to the
     Insurance Company and the  Trustee, if applicable, that  this Plan is being


Article VII - Special Circumstances    107                      October 29, 1996







     continued on a restated basis which meets the  requirements of Code section
     401 (a) and ERISA.

     Any such changes  shall be subject to the  provisions  of Sections 7B.1 and
     7B.2 of the Plan.

7C.2 TRANSFER OF ASSETS.  Upon 90 days' written  notification  from the Employer
     and the Trustee (unless the Insurance Company shall accept a shorter period
     of  notification)  that a different plan meeting the requirements set forth
     in  Section  7C.1  above has been  executed  and  entered  into by the Plan
     Administrator  and the Employer,  and after the  Insurance  Company and the
     Trustee have been  furnished the Employer's  certification  in writing that
     the Employer  intends to continue  the Plan as a qualified  plan under Code
     section 401(a) and ERISA, the Insurance Company shall transfer the value of
     all  Participants'  Accounts  under the Annuity  Contract to the Trustee or
     such  person  or  persons  as may be  entitled  to  receive  the  same,  in
     accordance  with the  terms of the  Annuity  Contract.  The  Trustee  shall
     likewise make a similar transfer, including all Life Insurance Policies, or
     the values thereof, to such person or persons as may be entitled to receive
     same.  The  Insurance  Company  and  the  Trustee  may  rely  fully  on the
     representations  or  directions  of the  Employer  with respect to any such
     transfer and shall be fully  protected and  discharged  with respect to any
     such transfer made in accordance with such  representations,  instructions,
     or directions.

7C.3 SUBSTITUTION  FOR  PRE-EXISTING  MASTER  OR  PROTOTYPE  PLAN.  This Plan is
     designed:

     (a)  For adoption by an Employer not  previously  covered under a master or
          prototype  plan  sponsored  by  Connecticut   General  Life  Insurance
          Company; or

     (b)  For adoption by an Employer in substitution for a pre-existing  master
          or prototype  plan  sponsored by  Connecticut  General Life  Insurance
          Company.

     If this Plan is adopted in substitution  for such a pre-existing  master or
     prototype  plan, it shall be deemed to amend the  Employer's  prior Plan in
     its entirety effective as of the date specified in the Employer's  Adoption
     Agreement.  The Employer's  Plan as so amended shall continue in full force
     and effect and no termination thereof shall be deemed to have occurred.

7C.4 PARTIAL  SUBSTITUTION  OR PARTIAL  TRANSFER  OF THE PLAN OR ASSETS.  In the
     event  this Plan is  adopted  as the  result of a partial  substitution  or
     partial transfer of the Plan or the assets under the prior Plan as a result
     of a merger,  spinoff,  consolidation or any other allowable  purpose,  the
     Plan and all  transactions  allowable  under it are  subject  to the  rules
     established  by the Employer to address the orderly  transition of the Plan
     or assets.

Article VII - Special Circumstances    108                      October 27, 1995







                          ARTICLE VIII - MISCELLANEOUS

8.1  NONREVERSION.  This Plan has been adopted by the Employer for the exclusive
     benefit of the  Participants and their  Beneficiaries.  Except as otherwise
     provided in Section 7B.10 and Section 8.6, under no circumstances shall any
     funds  contributed  hereunder  at any  time  revert  to or be  used  by the
     Employer, nor shall any such funds or assets of any kind be used other than
     for the benefit of the Participants or their Beneficiaries.

8.2  GENDER AND NUMBER.  When necessary to the meaning  hereof,  and except when
     otherwise  indicated  by the  context,  either the  masculine or the neuter
     pronoun shall be deemed to include the  masculine,  the  feminine,  and the
     neuter, and the singular shall be deemed to include the plural.

8.3  REFERENCE TO THE INTERNAL  REVENUE CODE AND ERISA.  Any reference herein to
     any section of the Internal  Revenue,  Code, ERISA, or to any other statute
     or law shall be deemed to include any successor law of similar import.

8.4  GOVERNING  LAW. The Plan and Trust,  if  applicable,  shall be governed and
     construed  in  accordance  with the laws of the state where the Employer or
     Trustee has its principal office in the United States.

8.5  COMPLIANCE WITH THE INTERNAL REVENUE CODE AND ERISA.  This Plan is intended
     to comply  with all  requirements  for  qualification  under  the  Internal
     Revenue Code and ERISA, and if any provision hereof is subject to more than
     one  interpretation  or any term used  herein is  subject  to more than one
     construction,   such   ambiguity   shall  be  resolved  in  favor  of  that
     interpretation  or construction  which is consistent with the Plan being so
     qualified.  If any provision of the Plan is held invalid or  unenforceable,
     such invalidity or unenforceability  shall not affect any other provisions,
     and this Plan shall be construed and enforced as if such  provision had not
     been included.

8.6  CONTRIBUTION RECAPTURE.  Notwithstanding any other provisions of this Plan,
     (1) in the case of a contribution which is made by an Employer by a mistake
     of fact,  Section 8.1 shall not prohibit the return of such contribution to
     the Employer within one year after the payment of the contribution, and (2)
     if a contribution is conditioned upon the deductibility of the contribution
     under Code section 404,  then, to the extent the  deduction is  disallowed,
     Section  8.1  shall  not  prohibit  the  return  to the  Employer  of  such
     contribution  (to  the  extent   disallowed)  within  one  year  after  the
     disallowance  of the  deduction.  The amount  which may be  returned to the
     Employer  is the excess of (1) the amount  contributed  over (2) the amount
     that would have been  contributed  had there not occurred a mistake of fact
     or a mistake in determining  the deduction.  Earnings  attributable  to the
     excess  contribution  may  not be  returned  to the  Employer,  but  losses
     attributable thereto must reduce the amount to be so returned. Furthermore,
     if the withdrawal of the amount  attributable to the mistaken  contribution
     would cause the balance of any Participant's  Account to be reduced to less
     than the balance which would have been in the Participant's Account had the
     mistaken amount not been contributed, then the amount to be returned to the
     Employer would have to be limited so as to avoid such reduction.


Article VIII - Miscellaneous           109                      October 29, 1996











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

Notwithstanding  the above,  any excess or  returned  contribution  shall not be
returned to the Employer if the Employer  has taken  Davis-Bacon  Act credit for
such contribution.  These excess or mistaken  contributions shall be paid to the
Employee for whom such credit is taken.


Article VIII - Miscellaneous           110                      October 27, 1995







                                   EXHIBIT 4.8

Non-Standardized Profit Sharing/Thrift Plan With 401(k) Feature
Adoption Agreement Number 001-03

This Adoption Agreement,  when executed by the Employer and accepted by the Plan
Administrator,  and the Trustee,  if  applicable,  and  accepted by  Connecticut
General Life Insurance  Company,  establishes  the Employer's Plan and Trust, if
applicable,  for the benefit of its eligible Employees and their  Beneficiaries.
The terms of the Connecticut General Life Insurance company Defined Contribution
Plan are expressly incorporated therein and shall form a part hereof as fully as
if set forth herein except that if more than one election is provided,  only the
election made by the Employer shall be so incorporated. The terms of the Plan so
incorporated together with the terms of this Adoption Agreement shall constitute
the sole terms of the Employer's Plan and Trust,  if applicable,  and no further
trust instrument or other instrument of any nature whatsoever shall be required.
The  Employer's  participation  under the Plan shall be subject to all the terms
set forth therein and in this Adoption Agreement.

* Note: Section 414(d)  governmental plans and section 414(e) nonelecting church
plans that do not wish to provide ERISA-required  benefits should not adopt this
document.


Plan Document                          GENERAL INFORMATION
Section
                     Legal Name of Employer:  VTEL Corporation
                                              ----------------------------------
- --------------------------------------------------------------------------------
                     Address:       108 Wild Basin Road
                             ---------------------------------------------------
                     -----------------------------------------------------------
                     -----------------------------------------------------------
                     City:     Austin             State:    TX        Zip: 78746
                            ---------------             -------       ----------
- --------------------------------------------------------------------------------
                     Plan Name:          VTEL Corporation 401(k) Plan
                                ------------------------------------------------
- --------------------------------------------------------------------------------
                     Plan Number:      001
                                  --------------------

                     *To be assigned  by the Employer.  For example:  001,  002,
                                                                      and so on.
- --------------------------------------------------------------------------------
                     Employer's EIN:   7402415696
                                     -------------------------------------------
- --------------------------------------------------------------------------------
                     Classification of Business:

                     |X|  C Corporation    |_|  S Corporation   |_|  Partnership

                     |_|  Sole Proprietorship   |_|  Tax-Exempt/Nonprofit
                                                     Organization

                     |_|  Other:
                                --------------------------------------
- --------------------------------------------------------------------------------

                                                              September 24, 1997
                                     





Plan Document                          GENERAL INFORMATION
Section
                     Employer Tax Status:

                     Tax Year Ends (MM/DD):    12/31

                     Tax Basis:          |X|  Cash               |_|  Accrual
- --------------------------------------------------------------------------------
1.20                 Effective Date

                     The  adoption of the  CONNECTICUT  GENERAL  LIFE  INSURANCE
                     COMPANY  Non-Standardized  Profit  Sharing/Thrift Plan with
                     401(k) Feature shall:

                     |_|  A.  Establish a new Plan effective as of (MM/DD/YY):  

                     |X|      B.  Constitute an amendment and restatement in its
                              entirety  of a  previously  established  Qualified
                              Plan of the Employer  which was  effective 1 / 1 /
                              90 (hereinafter  called the "Effective Date"). The
                              effective date of this  amendment and  restatement
                              is 12 / 31 / 97.
- --------------------------------------------------------------------------------
                     Merger Data

                     This  Plan  includes  funds  from a prior  or  coincidental
                     merger of a:

                     |_|  A.  Money Purchase Plan
                     |_|  B.  Target Benefit Plan
                     |X|  C.  Not Applicable
- --------------------------------------------------------------------------------
                     Sponsoring Organization:

                     Connecticut General Life Insurance Company
                     P.O. Box 2975
                     Hartford, CT 06104
                     (860) 725-2274
- --------------------------------------------------------------------------------


                                                              September 24, 1997

                                      - 2 -





                                Table of Contents

Article                                                                     Page


I.        NONTRUSTEED, TRUST AND TRUSTEE.................................      4

II.       PLAN ADMINISTRATOR.............................................      4

III.      PLAN YEAR......................................................      5

IV.       COMPENSATION...................................................      6

V.        HIGHLY COMPENSATED EMPLOYEE....................................      7

VI.       SERVICE........................................................      8

VII.      ELIGIBILITY REQUIREMENTS.......................................     10

VIII.     ENTRY DATE.....................................................     13

IX.       VESTING........................................................     15

X.        CONTRIBUTIONS..................................................     18

XI.       CONTRIBUTION PERIOD............................................     28

XII.      ALLOCATION OF CONTRIBUTIONS....................................     29

XIII.     LIMITATIONS ON ALLOCATION......................................     31

XIV.      INVESTMENT OF PARTICIPANT'S ACCOUNTS...........................     32

XV.       LIFE INSURANCE.................................................     32

XVI.      EMPLOYER STOCK.................................................     33

XVII.     WITHDRAWALS PRECEDING TERMINATION..............................     34

XVIII.    LOANS TO PARTICIPANTS, BENEFICIARIES AND PARTIES-IN-INTEREST...     38

XIX.      RETIREMENT AND DISABILITY......................................     39

XX.       DISTRIBUTION OF BENEFITS.......................................     40

XXI.      QUALIFIED PRERETIREMENT SURVIVOR ANNUITY.......................     41

XXII.     AMENDMENT TO THE PLAN..........................................     41

XXIII.    TOP-HEAVY PROVISIONS...........................................     42

XXIV.     OTHER ADOPTING EMPLOYER........................................     44

                                                              September 24, 1997

                                      - 3 -






Plan Document                    I. NONTRUSTEED, TRUST AND TRUSTEE.
Section

* The Plan must have a Trustee  if the  Employer  has  elected  Employer  Stock,
Loans, investment in Life Insurance,  and/or any investment other than through a
contract with Connecticut General Life Insurance Company.

*  If  the  plan  is  trusteed,   the  Employer  must  apply  for  a  Trust  Tax
Identification  Number,  unless the Trust  already has obtained  one, even if CG
Trust Company has been appointed as the Plan's Trustee.
- --------------------------------------------------------------------------------
                     The Plan is:

1.39                 |_|  A.  Nontrusteed.
- --------------------------------------------------------------------------------
1.73, 1.74           |_|  B.  Trusteed and Trustees are:

                              Trustee(s)
                              Name(s):
                                        ----------------------------------------

                              Address:
                                        ----------------------------------------

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

                              City:                  St:          Zip:
                                   ---------------      ---------     ----------

                              Trust EIN:
                                        ----------------------------------------
- --------------------------------------------------------------------------------
1.73, 1.74           |X|  C.  Trustee  and CG Trust  Company has been  appointed
                              as the Plan's Trustee.

                              Trust
                              Name:             CG Trust Company

                              Address:          525 West Monroe St., Suite 1800
                                                Chicago, IL 60661-3629

                              Employer's Trust EIN:      362-755954
                                                       ----------------


Plan Document                      II. PLAN ADMINISTRATOR
Section

1.50                 The Plan Administrator is:

                     Name:             Sheila Meyer
                              --------------------------------------------------

                     Address:          VTEL Corporation
                              --------------------------------------------------

                                       108 Wild Basin Road
                     -----------------------------------------------------------

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

                     City:          Austin     State:      TX     Zip:     78746
                          -------------------         -----------      ---------
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 4 -






Plan Document                        III. PLAN YEAR
Section

1.51                 A.     The Plan Year will mean:

                            |_|  1. The  12-consecutive-month period  commencing
                                    on (MM/DD/YY)   /  /    and each anniversary
                                                 -- -- --
                                    thereof except that the first plan year will
                                    commence on (MM/DD/YY)    /  / .
                                                           -- -- --

                                    *This  election  may  be made  only  for new
                                    plans.

                            |X|  2. The  12-consecutive-month period  commencing
                                    on (MM/DD/YY) 1/ 1/98   and each anniversary
                                                 -- -- --  thereof.
- --------------------------------------------------------------------------------


                                                              September 24, 1997

                                     - 5 -






Plan Document                        IV. COMPENSATION
Section

*  (i)   Election  of options 1-6 below does not require a separate nondiscrimi-
         nation test.

*  (ii)  If option 1, 2, or 3 is elected, you must elect  the same definition of
         Compensation in Section XIII, Limitations on Allocations.

*  (iii) Options  1-6  include  lump  sum  amounts  and/or  cash  bonuses. These
         amounts are included in compensation in the year in which paid.

*  (iv)  This compensation definition is  for purposes of allocating g contribu-
         tions under the Plan. For  nondiscrimination testing,  the Employer may
         use any  definition of  compensation  that is  based upon  Code section
         414(s) or 415(c)(3).  Use of options  7, 8, or 9 for  nondiscrimination
         testing requires that the  employer  satisfy  a  separate  compensation
         nondiscrimination test.
- --------------------------------------------------------------------------------
                     A.     Indicate the  number of the  Compensation definition
                            that  will be  used  for  allocating  each  type  of
                            contribution.

                                Elective Deferral Contributions:          4
                                                                     ---------
                                Matching Contributions:          4
                                                              ---------
                                Nonelective Contributions:          4
                                                                 ---------
                                Employee Contributions:          4
                                                              ---------

1.12                        For purposes of  allocating contributions, Compensa-
                            tion means:

1.12(a)                     1.  Wages, Tips and Other  Compensation  Box on Form
                                W-2.

1.12(b)                     2.  Section 3401(a) wages.

1.12(c)                     3.  415 safe-harbor compensation.

1.12(d)                     4.  Modified Wages, Tips, and Other Compensation Box
                                on Form W-2.
                    
1.12(e)                     5.  Modified section 3401(a) wages.

1.12(f)                     6.  Modified 415 safe-harbor compensation.

1.12(g)                     7.  Regular or base salary or wages.

1.12(h)                     8.  Regular or base  salary or wages  plus |_| over-
                                time and/or |_| bonuses.

1.12(i)                     9.  A "reasonable  alternative definition of Compen-
                                sation," as that term is used under Code section
                                414(s)(3) and the regulations thereunder.

                                The definition of Compensation is:
                                                                  --------------
                                ------------------------------------------------
                                ------------------------------------------------

                                * Lump sum amounts  and/or  cash  bonuses may be
                                excluded  only if specified in this  definition.
                                Also see note (v) above.
- --------------------------------------------------------------------------------
                                                              September 24, 1997

                                      - 6 -






Plan Document                            IV. COMPENSATION
Section

1.12                 B.     Compensation shall be  determined over the following
                            determination period:

                            |X|  1. The Plan Year.

                            |_|     2. A  12-consecutive-month  period beginning
                                    on (MM/DD)  /  and ending with or within the
                                              -- --
                                    Plan Year. For Employees  whose date of hire
                                    is less than 12 months before the end of the
                                    designated  12-month  period,   Compensation
                                    will be determined over the Plan Year.

                            |_|  3. The Plan Year.  However, for  the Plan  Year
                                    in which an Employee's participation begins,
                                    the application period is the portion of the
                                    Plan  Year  during  which  the  Employee  is
                                    eligible to participate in the Plan.
- --------------------------------------------------------------------------------
1.12                 C.     Compensation  shall/shall not  include Employer con-
                            tributions  made  pursuant  to  a  salary  reduction
                            agreement,  which are  not  includable in  the gross
                            income of the  Employee under Code  section 125, 402
                            (e)(3), 402(h)(1)(B) or 403(b).

                                |_|  Shall                       |X|  Shall Not
- --------------------------------------------------------------------------------
1.12                 C.     The highest annual Compensation to be used in deter-
                            mining allocations to a  Participant's Account shall
                            be:

                            $       160,000
                              -------------

                     *  Enter an  amount if less than  the $150,000 (as indexed)
                        limitation on compensation.
- --------------------------------------------------------------------------------
Plan Document               V. HIGHLY COMPENSATED EMPLOYEE
Section

1.29                 A.     Highly Compensation  Employees  shall be  determined
                            using:

1.29(a)                     |X|  1. The Traditional Method.

1.29(b)                     |_|  2. The Simplified Method  for Employers in more
                                    than one geographical area.

1.29(c)                     |_|  3. The alternative Simplified Method.

1.29(d)                     |_|  4. The   alternative  Simplified   Method  with
                                    Snapshot Day basis.

                                    The Snapshot Day is               (fill in).
                                                        -------------
- --------------------------------------------------------------------------------
                                                                                
                                                              September 24, 1997

                                      - 7 -






Plan Document                     V. HIGHLY COMPENSATED EMPLOYEE
Section

1.29(a)              B.     If A.1. or A.2. is chosen  above, the Look-Back Year
                            shall be:

                            |X|  1. The 12-month  period  immediately  preceding
                                    the Determination Year.

                            |_|  2. The calendar year ending  with or within the
                                    Determination Year.

                            * If B.2. is  selected  and the  Determination  Year
                            (Plan Year) is the calendar year,  then the LookBack
                            Year   is   the   same   12-month   period   as  the
                            Determination  Year. This avoids having to look back
                            at data from a prior year.

                            However,  if  the  Determination  Year  is  not  the
                            calendar year, the  Determination  Year  calculation
                            must be  made  on the  basis  of a lag  period  (the
                            period running from the end of the Look-Back Year to
                            the  end  of  the  Determination   Year),  with  the
                            applicable  dollar  amounts  adjusted  on a pro rata
                            basis for the number of months in the lag period.
- --------------------------------------------------------------------------------
Plan Document                            VI. SERVICE
Section

* Check off appropriate basis for determining service.
- --------------------------------------------------------------------------------
2A.3, 2A.9           A.     Hours of Service or Elapsed Time

                            1.  Years  of  Service  shall be  determined  on the
                                following basis:

                                a.  Eligibility:                 |_|  Hours of
                                                                       Service
                                                                 |_|  Elapsed
                                                                       Time

                                b.  Vesting:                     |X|  Hours of
                                                                       Service
                                                                 |_|  Elapsed
                                                                       Time

                                c.  Allocation of Contributions: |X|  Hours of
                                                                       Service
                                                                 |_|  Elapsed
                                                                       Time

                            2.  If service is based on Hours of  Service,  Hours
                                shall be determined on the basis of:

                                |X|  a.  Actual hours for which paid or entitled
                                         to payment.

                                |_|  b.  Days Worked (10 Hours of Service).

                                |_|  c.  Weeks Worked (45 Hours of Service).

                                |_|  d.  Semimonthly  payroll  periods (95 Hours
                                         or Service).

                                |_|  e.  Months Worked (190 Hours of Service).

                            * For options b, c, d, and e: If the Employee  would
                            be  credited  with  1 Hour  of  Service  during  the
                            period,  the  Employee  shall be  credited  with the
                            number of Hours of Service indicated in parentheses.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 8 -






Plan Document                            VI. SERVICE
Section

1.24                 B.     Service with other employers.

                            1.  Service   with   members   of   the   Employer's
                                controlled  group  of  corporations,  affiliated
                                service group, or group of business under common
                                control ("controlled group").

                            * Service for an employer while the employer is part
                            of the controlled group must be taken into account.

                                a.  Service  with a  member  of  the  controlled
                                    group  prior  to it  becoming  part  of  the
                                    controlled  group will be  included  for all
                                    purposes.

                                         |_|  Yes                   |_|  No
- --------------------------------------------------------------------------------
2A.5                        2.  Service with a predecessor organization.

                            * Service  with a  predecessor  organization  of the
                            Employer  must be taken into account if the Employer
                            maintains the Plan of the predecessor organization.

                                a.  Service with a predecessor organization will
                                    be  included  for all  purposes  even if the
                                    Employer  does not  maintain the plan of the
                                    predecessor organization.

                                         |X|  Yes                   |_|  No
- --------------------------------------------------------------------------------
2A.6                        3.  Service with the following subsidiary(ies) or
                                affiliated  organization,  not  related  to  the
                                Employer   under  the  rules  of  Code  sections
                                414(b),  (c) or (m), shall be considered Service
                                for all purposes of this plan:

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

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

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

                            * Service  credited  under 1.a, 2.a and 3 must apply
                            to  all  similarly  situated   Employees,   must  be
                            credited for a legitimate  business reason, and must
                            not   be    design   or    operation    discriminate
                            significantly   in  favor  of   Highly   Compensated
                            Employees.
- --------------------------------------------------------------------------------
                                                              September 24, 1997

                                      - 9 -






Plan Document                     VII. ELIGIBILITY REQUIREMENTS
Section

*  Check or fill out appropriate  requirements for  each type of contribution in
   the Plan.
- --------------------------------------------------------------------------------
2A.5(a), 2B.1        A.     Eligibility Requirements

                            1.  If Employer is a Partnership or Sole Proprietor-
                                ship:  Self-Employed Individuals are eligible to
                                participate in the Plan.

                                         |_|  Yes                   |X|  No

                            2.  Immediate Participation.

                                *  No age or service requirement.

                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

                            3.  Service Requirement.

                                * Not to exceed 1 year if graded vesting; not to
                                exceed 2 years if 100% immediate vesting. Not to
                                exceed 1/2 year if graded vesting or 1 1/2 years
                                if 100%  immediate  vesting if annual Entry Date
                                is chosen in Section  VIII "Entry  Date." Not to
                                exceed    1   year   for    Elective    Deferral
                                Contributions.

                                    |X|  Elective Deferral Contributions:    0
                                                                           ----
                                         (indicate number of years)
                                    |X|  Matching Contributions:    1 
                                                                 ------
                                         (indicate number of years)
                                    |X|  Nonelective Contributions:    1 
                                                                      ---
                                         (indicate number of years)
                                    |_|  Employee Contributions:        
                                                                 ----
                                         (indicate number of years)

                            4.  Age Requirement.

                                * Not  greater  than 21 years.  If annual  entry
                                date is chosen in Section VIII "Entry Date," not
                                greater than 20 1/2 years.

                                    |X|  Elective Deferral Contributions:   21
                                                                           ----
                                         (indicate number of years)
                                    |X|  Matching Contributions:   21
                                                                 -----
                                         (indicate number of years)
                                    |X|  Nonelective Contributions:    21
                                                                      ----
                                         (indicate number of years)
                                    |_|  Employee Contributions:        
                                                                 ----
                                         (indicate number of years)

                            5.  Employees  who were  employed  on or before  the
                                initial  Effective  Date  of  the  Plan  or  the
                                Effective Date of the amendment and  restatement
                                of the Plan, as indicated on page 2, shall/shall
                                not be  immediately  eligible  without regard to
                                any Age and/or Service requirements specified in
                                2 or 3 above.

                                    |_|  Shall                    |X|  Shall Not
- --------------------------------------------------------------------------------
                                                              September 24, 1997

                                      - 10 -






Plan Document                VII. ELIGIBILITY REQUIREMENTS
Section

2B.1                 B.     Job Class Requirements

                            An  Employee  must be a member of one or more of the
                            following selected classifications:

                            1.  No Job Class Requirements:
                                    |X|  Elective Deferral Contributions
                                    |X|  Matching Contributions
                                    |X|  Nonelective Contributions
                                    |_|  Employee Contributions

                            2.  Salaried:
                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

                            3.  Hourly:
                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

                            4.  Clerical:
                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

                            5.  Employees  whose  employment  is  governed  by a
                                collective  bargaining agreement  represented by
                                the following union:
                                                    ----------------------------
                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

                            6.  Other (fill in):
                                                  ------------------------------
                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

                                *  "Part-time" Employees may not be excluded.
- --------------------------------------------------------------------------------
  
                                                              September 24, 1997

                                      - 11 -






Plan Document                   VII. ELIGIBILITY REQUIREMENTS
Section

2B.1                 C.     Additional Requirements

                            An  Employee  must  be in the  following  designated
                            division(s) of the Employer:

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

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

                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions
- --------------------------------------------------------------------------------
2B.1                 D.     An Employee must not be  a member of  any one of the
                            following groups:

                            1.  Union.

                                *  Employees  who are  members  of a  union  are
                                defined  as:  Employees  included  in a unit  of
                                Employees  covered  by a  collective  bargaining
                                agreement  between  the  Employer  and  employee
                                representatives, if retirement benefits were the
                                subject  of  good  faith  bargaining  and if two
                                percent or less of the employees of the Employer
                                who are covered  pursuant to that  agreement are
                                professional  employees  as  defined  in section
                                1.410(b)-9 of the regulations. For this purpose,
                                the  term  "employee  representatives"  does not
                                include any organization more than half of whose
                                members are Employees who are owners,  officers,
                                or  executives  of  the  Employer,   unless  the
                                collective  bargaining  agreement  provides  for
                                coverage under the Plan.

                                    |X|  Elective Deferral Contributions
                                    |X|  Matching Contributions
                                    |X|  Nonelective Contributions
                                    |_|  Employee Contributions

                            2.  Nonresident  aliens  (within the meaning of Code
                                section  7701(b)(1)(B))  who  receive  no earned
                                income  (within  the  meaning  of  Code  section
                                911(d)(2))  from the Employer  that  constitutes
                                income  from  sources  within the United  States
                                (within the meaning of Code section 861(a)(3)).

                                    |X|  Elective Deferral Contributions
                                    |X|  Matching Contributions
                                    |X|  Nonelective Contributions
                                    |_|  Employee Contributions

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

                                                              September 24, 1997

                                      - 12 -





Plan Document                VII. ELIGIBILITY REQUIREMENTS
Section
                            3.  Employees  covered by the  following  designated
                                qualified employee benefit plans:

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

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

                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions
- --------------------------------------------------------------------------------
1.15                 E.     The  Plan  covers  Employees  whose   conditions  of
                            employment are mandated under the Davis-Bacon Act.

                                    |_|  Yes                        |X|  No
- --------------------------------------------------------------------------------

Plan Document                       VIII. ENTRY DATE
Section

*  Check the appropriate requirement for Entry Date.
- --------------------------------------------------------------------------------
1.25                 A.     Immediately.

                                    |X|  Elective Deferral Contributions
                                    |X|  Matching Contributions
                                    |X|  Nonelective Contributions
                                    |_|  Employee Contributions
- --------------------------------------------------------------------------------
1.25                 B.     The first day of any month.

                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions
- --------------------------------------------------------------------------------
1.25                 C.     Quarterly (that is, three months apart) on each:

                                    (MM/DD)    /     , or (MM/DD)    /     , or
                                           ---  ---               --- ---
                                    (MM/DD)    /     , or (MM/DD)    /     .
                                           ---  ---               --- ---
                     *o  Fill in dates.
                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

- --------------------------------------------------------------------------------
                                                              September 24, 1997

                                      - 13 -






Plan Document                      VIII. ENTRY DATE
Section

1.25                 D.     Semiannually (that is, six months apart) on each:

                                    (MM/DD)      /     , or (MM/DD)      /     .
                                             --- ---                 ---  ---
                     *  Fill in dates.

                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions
- --------------------------------------------------------------------------------
1.25                 E.     Annually, on each (MM/DD)      /     .
                                                      ----- -----

                     *  Fill in dates.
                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions
- --------------------------------------------------------------------------------
1.25                 F.     The first day nearest  to the date(s) selected in B,
                            C, D or E above, whether  before or after that date,
                            that the Participant meets  the Eligibility Require-
                            ments.

                                    |_|  Elective Deferral Contributions
                                    |_|  Matching Contributions
                                    |_|  Nonelective Contributions
                                    |_|  Employee Contributions

                     *  Allows retroactive  entry  into the Plan.  This may have
                        an effect on various nondiscrimination tests for the
                        Plan.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 14 -






Plan Document                         IX. VESTING
Section

1.76                 A.     Vesting Percentage.

                            The  Vesting  Schedule,  based on number of Years or
                            Periods of  Service,  shall be as  indicated  below.
                            Indicate  the number of the  vesting  schedule  that
                            applies to any Nonelective  Contributions,  Matching
                            Contributions, and Prior Employer Contributions. The
                            vesting  schedules  are  depicted  in 1  through  8,
                            below.

                                Nonelective Contributions are subject to vesting
                                schedule:     3
                                             ---

                                Matching Contributions  are subject  to  vesting
                                schedule:     3
                                             ---

                                Prior  Employer  Contributions  are  subject  to
                                vesting schedule:     2, 7
                                                     ------

                            1.  Immediately                         =     100%

                            2.  0-3 Years                           =     0%
                                3 Years  =                          100%

                            3.  1 Year                              =     20%
                                2 Years  =                          40%
                                3 Years  =                          60%
                                4 Years  =                          80%
                                5 Years  =                          100%

                            4.  0-3 Years                           =     0%
                                3 Years  =                          20%
                                4 Years  =                          40%
                                5 Years  =                          60%
                                6 Years  =                          80%
                                7 Years  =                          100%

                            5.  0-2 Years                           =     0%
                                2 Years  =                          20%
                                3 Years  =                          40%
                                4 Years  =                          60%
                                5 Years  =                          80%
                                6 Years  =                          100%

                            6.  0-5 Years                           =     0%
                                5 Years  =                          100%

                            7.  1 Year                              =     25%
                                2 Years  =                          50%
                                3 Years  =                          75%
                                4 Years  =                          100%
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 15 -






Plan Document                         IX. VESTING
Section

                            8.  Other.  Must be at least as  liberal as #4 or #6
                                above.

                                                      =
                                -------------------         --------------------
                                                      =
                                -------------------         --------------------
                                                      =
                                -------------------         --------------------
                                                      =
                                -------------------         --------------------
                                                      =
                                -------------------         --------------------
- --------------------------------------------------------------------------------
2A.5(b)              B.     The vesting computation period shall be based on the
                            Employee's service in the:

                                |X|  Plan Year        |_|  Employment year
- --------------------------------------------------------------------------------
2A.7, 2A.10          C.     Excluded Years or Periods of Service.

                            The vesting  percentage  shall be based on all Years
                            of Service (i.e.,  completing 1000 Yours of Service)
                            or Periods of Service (i.e.,  Elapsed Time),  EXCEPT
                            that the following shall be excluded:

                            Years or Periods of Service:

                            |_|  1. Prior to  the time  the Participant attained
                                    age 18.

                            |_|  2. During which  the Employer  did not maintain
                                    the plan or predecessor plan.

                            |_|  3. During which the  Participant elected not to
                                    contribute to a plan which required Employee
                                    Contributions.

                            |_|  4. Rule of Parity (Elapsed Time).

                                    * Rule  of  Parity  (Elapsed  Time):  IN the
                                    event a  reemployed  Employee  has no vested
                                    interest  in Employer  Contributions  at the
                                    time  the  break  occurred,  and  has  since
                                    incurred  5  consecutive  1-year  Breaks-in-
                                    Service,  and  has  a  Period  of  Severance
                                    which equals or exceeds  his prior Period of
                                    Service,  such  prior  Service may be disre-
                                    garded.

                            |_|  5. Rule of Parity (Hours of Service).

                                    * Rule of Parity  (Hours of Service):  Years
                                    of Service prior to a  Break-in-Service  may
                                    be  disregarded  if the  participant  had no
                                    vested interest in Employer Contributions at
                                    the  time  the  break   occurred,   and  the
                                    Participant has since incurred 5 consecutive
                                    1-year  Breaks-inService,  and the number of
                                    consecutive 1-year  Breaks-in-Service  is at
                                    least  as  great  as the  Years  of  Service
                                    before the break occurred.

                            |_|  6. Prior to  any 1-Year  Break-in-Service until
                                    the  Employee  completes a  Year of  Service
                                    following reemployment.

                            |X|  7. None of the above.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 16 -






Plan Document                        IX. VESTING
Section

3D.1, 3D.2,          D.     Forfeitures.
2A.7, 2A.10
                            1.    Forfeitures will occur:

                                  |_| a. Immediately.

                                         |_| (1Optional Payback Method.

                                         |_| (2Required Payback Method.

                                  |X| b. Upon a 1-Year Break-in-Service.

                                         |X| (1)      Optional Payback Method.

                                         |_| (2Required Payback Method.

                                  |_| c. Upon  5  consecutive  1-Year Breaks-in-
                                         Service.

                            2.    Forfeitures will be:

                                  |X| a. Used as an Employer Credit.

                                  |_| b. Reallocated to Participants' Accounts.

                                  |_| c. Used as an Employer Credit and then, to
                                         the extent any  Forfeitures remain, re-
                                         allocated to Participants' Accounts.

                                  * If choice  IX.D.2.b or c is selected and the
                                  Plan  provides  Matching  Contributions,   the
                                  Actual Contribution Percentage (ACP) Test will
                                  be affected.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 17 -


Plan Document                     X. CONTRIBUTIONS
Section

2C.1(k)(1)           A.     Elective Deferral Contributions

                            1.    Availability/Amount

                                  |_| Not Available under the Plan.

                                  |X| Available  under  the  Plan  (complete the
                                      following).

                                         Each  Participant MAY elect to have his
                                         Compensation  actually  paid during the
                                         Plan Year reduced by:

                                               |_| a.          %.
                                                            ---

                                               |_| b. up to            %.
                                                                    ---

                                               |X| c. from    1   % to    20   %
                                                           -------     --------

                                               |_| d. up to the maximum percent-
                                                      age   allowable,   not  to
                                                      exceed the  limits of Code
                                                      sections 402(g) and 415.

                                         * Lump sum amounts  and/or cash bonuses
                                         must be subject to the salary  deferral
                                         election   unless  the   definition  of
                                         compensation in Section IV.A.9 has been
                                         elected  and  these  amounts  have been
                                         specifically    excluded    from   that
                                         compensation   definition.   Lump   sum
                                         amounts and cash  bonuses are  deferred
                                         upon and  tested  in the  Plan  Year in
                                         which paid.

                            2.    Modification

                                  A   Participant   may  change  the  amount  of
                                  Elective     Deferral     contrigu5ions    the
                                  Participant  makes to the Plan (complete a and
                                  b):

                                  |_| a.      per calendar year (may not be less
                                         ---- frequent than once).

                                  |X| b. As of the following date(s) (MM/DD):

                                                     Daily
                                         --------------------------
                                         --------------------------
                                         --------------------------
                                         --------------------------
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 18 -



Plan Document                    X. CONTRIBUTIONS
Section

2C.1(b)              B.     Required Employee Contributions

                            1.    Availability/Amount

                                         |X| Not Available under the Plan.

                                         |_|  Available  under the Plan and must
                                         be made as a condition  of receiving an
                                         Employer Contribution.

                                  *  Required  Employee  Contributions  are  NOT
                                  AVAILABLE     unless     Elective     Deferral
                                  Contributions are available.

                                  Required  Contributions shall be in the amount
                                  of:

                                  |_| a.     %  of  Compensation  actually  paid
                                        -----
                                         during the Contribution Period.

                                  |_| b. Not less  than          % nor more than
                                                        --------
                                         % of Compensation actually  paid during
                                         the Contribution Period.
- --------------------------------------------------------------------------------
2C.1(k)(1)           2.     Modification

                            A   Participant   may  suspend   Required   Employee
                            Contributions for a minimum period of:

                                  |_| a. 1 month

                                  |_| b. 2 months

                                  |_| c. 3 months

                            *  The  suspension   period  may  be  of  indefinite
                            duration.  A  Participant's  reentry  into  the Plan
                            shall be as of the first  Entry Date  following  the
                            end of the suspension period.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 19 -



Plan Document                    X. CONTRIBUTIONS
Section

2C.1                 C.     Matching Contributions

                            Availability/Amount

                                  |_| Not Available Under the Plan.

                                  |X|  Available  under the Plan (elect one from
                                  option 1 and,  if  applicable,  elect one from
                                  option 2).

                            1.    |X| a. Matching  Contributions  SHALL be based
                                         upon  a  percentage  of  Considered Net
                                         Profits.

                                  |_| b. Matching  Contributions  SHALL  NOT  be
                                         based upon a  percentage of  Considered
                                         Net Profits.

                            2.    Partnership Plans.

                                  |_| a. The  Employer  SHALL make Matching Con-
                                         tributions to Partners.

                                         * Matching  Contributions  to  Partners
                                           are  treated  in   all   respects  as
                                           Elective Deferral Contributions.

                                  |_| b. The Employer  SHALL NOT  make  Matching
                                         Contributions to Partners.

                            For  each   $1.00  of   either   Elective   Deferral
                            Contributions or Required Employee Contributions, as
                            selected  above,  the Employer will  contribute  and
                            allocate to each Participant's Matching Contribution
                            Account an amount equal to:

                            |_| 1.$                  (e.g., $.50).
                                   -----------------

                            |X| 2.A discretionary  percentage, to be  determined
                                  by the Employer.

                                  * If option 2 is  elected,  the  amount of the
                                  discretionary  percentage should be determined
                                  by an  annual  Board of  Directors  resolution
                                  setting the percentage.

                            |_| 3.Graded Match.

                                  *  If  a or b  is  elected,  the  minimum  and
                                  maximum   percentages   must  be  within   the
                                  parameters of the Elective  Deferral  election
                                  in  Section  X.A  or  the  Required   Employee
                                  Contribution  election  in Section X.B of this
                                  Adoption Agreement.

                                  * Percentages for higher amounts must be lower
                                  than the percentages  for lower  amounts.  For
                                  example:  100% of the  first $500, plus 75% of
                                  the next $500, plus 50% of the next $500.

                                         |_| a.   Graded based  upon the  dollar
                                                  amount of  each  Participant's
                                                  Elective   Deferral  Contribu-
                                                  tions  or   Required  Employee
                                                  Contributions as follows:

                                                       % of the first $     plus
                                                   ----                ----
                                                       % of the first $     plus
                                                   ----                ----
                                                       % of the first $     plus
                                                   ----                ----
                                                       % of the first $    .
                                                   ----                ----
 -------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 20 -





Plan Document                   X. CONTRIBUTIONS
Section

                                    |_|   b.   Graded      based     upon    the
                                               percentage  of   Compensation  of
                                               each    participant's    Elective
                                               Deferral Contribution or Required
                                               Employee Contribution as follows:

                                                 % of the first $           plus
                                       ----------                ----------
                                                 % of the first $           plus
                                       ----------                ----------
                                                 % of the first $           plus
                                       ----------                ----------
                                                  % of the first $
                                       ----------

                                         * If  3.a or b is  elected,  additional
                                         testing  will be required to prove that
                                         the   different    contributions    are
                                         available on a nondiscriminatory basis.

                                  |_| 4. Separate  specific  dollar amounts  for
                                         different employees (e.g., employees in
                                         different job classifications):

                                         * This  option  is  available  only for
                                         Plans    covering    Employees    whose
                                         conditions of  employment  are mandated
                                         under the Davis-Bacon Act.

            $          (e.g., $.50) to employees in                    (fill in)
             ----------                             ------------------
            $          (e.g., $.50) to employees in                    (fill in)
             ----------                             ------------------
            $          (e.g., $.50) to employees in                    (fill in)
             ----------                             ------------------
            $          (e.g., $.50) to employees in                    (fill in)
             ----------                             ------------------
            $          (e.g., $.50) to employees in                    (fill in)
             ----------                             ------------------

            Additional Formulas (fill in below):

            * Formulas must be the same type as above.

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

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

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

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

            * If 4 is  selected, additional testing  will be  required  to prove
            that the different  contributions are available  on a nondiscrimina-
            tory basis.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 21 -






Plan Document                     X. CONTRIBUTIONS
Section

                            |_|5. Different    graded   matches  for   different
                                  employees  (e.g.,  employees in different  job
                                  classifications,   divisions,   organizations,
                                  members of a controlled group of corporations,
                                  etc.):

                                  * This  option  is  available  only for  Plans
                                  covering   Employees   whose   conditions   of
                                  employment are mandated under the  Davis-Bacon
                                  Act.

                                  * Percentages for higher amounts must be lower
                                  than the percentages  for lower  amounts.  For
                                  example:  100% of the  first $500, plus 75% of
                                  the next $500, plus 50% of the next $500.

                                  |_|    a. Graded based upon the dollar  amount
                                         of Elective  Deferral  Contributions or
                                         Required    Contributions    of    each
                                         Participant as follows:

                                         Employees in                  (fill in)
                                                      -----------------
                                                    % of the first $        plus
                                               -----                -------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $
                                               -----               --------

                                        Employees in                  (fill in)
                                                      -----------------
                                                    % of the first $        plus
                                               -----                -------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $
                                               -----               --------

                                        Employees in                  (fill in)
                                                      -----------------
                                                    % of the first $        plus
                                               -----                -------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $
                                               -----               --------


                                         Additional Formulas (fill in below):
                                         * Formulas  must  be the  same  type as
                                         above.

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

                                                              September 24, 1997

                                      - 22 -






Plan Document                     X. CONTRIBUTIONS
Section

                                  |_| b. Graded  based  upon  the  percentage of
                                         compensation of  the  Elective Deferral
                                         Contributions or Required Contributions
                                         of each Participant as follows:
                                         
                                         * This  option  is  available  only for
                                         Plans    covering    Employees    whose
                                         conditions of  employment  are mandated
                                         under the Davis-Bacon Act.

                                         *  Matching   percentages   for  higher
                                         compensation  percentages must be lower
                                         than  matching  percentages  for  lower
                                         compensation percentages.  For example:
                                         100% of the first 100% of the first 3%,
                                         plus 75% of the  next  2%,  plus 50% of
                                         the next 2%.

                                        Employees in                  (fill in)
                                                      -----------------
                                                    % of the first $        plus
                                               -----                -------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $
                                               -----               --------

                                        Employees in                  (fill in)
                                                      -----------------
                                                    % of the first $        plus
                                               -----                -------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $
                                               -----               --------

                                        Employees in                  (fill in)
                                                      -----------------
                                                    % of the first $        plus
                                               -----                -------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $         plus
                                               -----               --------
                                                    % of the next $
                                               -----               --------


                                         Additional Formulas (fill in below):
                                         * Formulas  must  be the  same  type as
                                         above.

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

                                                              September 24, 1997
                                     - 23 -






Plan Document                      X. CONTRIBUTIONS
Section

                            The   Elective   Deferral   or   Required   Employee
                            Contributions, upon which Matching Contributions are
                            made by the Employer, shall not exceed:

                            |_| 1.      $         for the Plan Year.
                                         --------

                            |_| 2.               % of Participant's Compensation
                                        ---------
                                        for the Contribution Period.

                            |X| 3.      N/A.

                            True-Up Contributions:

                            The  Employer   may/may  not  contribute  a  True-Up
                            Contribution  for each Participant at the end of the
                            Plan  Year so that the total  Matching  Contribution
                            for each  Participant  is  calculated  on an  annual
                            basis.

                                  |X| May             |_| May not

                            Additional Matching Contributions:

                            In  addition,  at  the  end of the  Plan  Year,  the
                            Employer   may   contribute    Additional   Matching
                            Contributions to be allocated in the same proportion
                            that the  Matching  Contribution  made on  behalf of
                            each  Participant  during the Plan year bears to the
                            Matching   Contribution   made  on   behalf  of  all
                            Participants during the Plan Year.

                                  |X| Yes             |_| No
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 24 -






Plan Document                    X. CONTRIBUTIONS
Section

2C.1                 D.     Nonelective Contributions

                            * If you choose to make a Nonelective Contribution ,
                            each Employee  eligible to  participate  in the Plan
                            and who satisfies the Annual Allocation  Requirement
                            of   Section   XII.A  or  XII.B  MUST  be  given  an
                            allocation, regardless of whether they make Elective
                            Deferral Contributions.

                            Availability/Amount

                                  |_| Not Available under the Plan.

                                  |X| Available  under  the  Plan  (complete the
                                      following).

                            The Contribution for each Contribution  Period shall
                            be:

                            |_| 1.        % of Considered Net Profits.

                            |_| 2.        % of Compensation of each Participant.

                            |_| 3.The Employer will  contribute an  amount equal
                                  to $            for each Participant.
                                      -----------

                            |X| 4.Discretionary.

                            *  If  option  4  is  elected,  the  amount  of  the
                            discretionary  contribution  should be determined by
                            an annual  Board of Directors  resolution  setting a
                            fixed amount of contribution or a formula by which a
                            fixed amount can be determined.

                            |_| 5.The Employer will  contribute an amount  equal
                                  to $       /hour  or unit of  each participant
                                      -------
                                  (indicate dollar or cents amount).

                            * Option 5 may be chosen ONLY for  Employees who are
                            subject to a Collective Bargaining Agreement.

                            |_| 6.  % of Considered Net Profits to     (fill in)
                                  --                              -----      
                                    % of Considered Net Profits to     (fill in)
                                  --                              -----
                                    % of Considered Net Profits to     (fill in)
                                  --                              -----
                                    % of Considered Net Profits to     (fill in)
                                  --                              -----
                                    % of Considered Net Profits to     (fill in)
                                  --                              -----
                                  
                            * Fill in job classification.
- --------------------------------------------------------------------------------

                                                              September 24, 1997
                                      - 25 -






Plan Document                    X. CONTRIBUTIONS
Section

                                  Additional Formulas (fill in below):

                                  * Formulas must be the same type as above.

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

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

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

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

                            |_| 7.                     % of Compensation to each
                                  ---------------------
                                  Participant in             (fill in)
                                                 -----------
                                                       % of Compensation to each
                                  ---------------------
                                  Participant in             (fill in)
                                                 -----------
                                                       % of Compensation to each
                                  ---------------------
                                  Participant in             (fill in)
                                                 -----------
                                                       % of Compensation to each
                                  ---------------------
                                  Participant in             (fill in)
                                                 -----------
                                                       % of Compensation to each
                                  ---------------------
                                  Participant in             (fill in)
                                                 -----------

                            * Fill in job classification.

                                  Additional Formulas (fill in below):

                                  * Formulas must be the same type as above.

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

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

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

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

                                  * Options 6 and 7 may be selected  ONLY when a
                                  Plan  covers  Employees  whose  conditions  of
                                  employment are mandated under the  Davis-Bacon
                                  Act.

                                  * If option 6 or 7 is selected, subsection A.1
                                  (Compensation to Compensation allocation) MUST
                                  be  chosen in  Section  XIII,  "Allocation  of
                                  Contributions."

                                  * If  option  6 or 7 is  selected,  additional
                                  testing  will be  required  to prove  that the
                                  different  contributions  are  available  on a
                                  nondiscriminatory basis.

                            Nonelective  Contributions  shall/shall not be based
                            on Considered Net Profits.

                            * "Shall" must be chosen if option 1 is selected.

                                  |X| Shall           |_| Shall not
- --------------------------------------------------------------------------------

                                                              September 24, 1997
                                      - 26 -


Plan Document                      X. CONTRIBUTIONS
Section

2.C.1(b)             E.     Voluntary Employee Contributions

                            Availability/Amount

                                  |X| Not Available under the Plan.

                                  |_| Available  under  the  Plan (complete  the
                                      following).

                                         |_|   Voluntary Employee  Contributions
                                               SHALL be permitted  up  to  %  of
                                               Compensation actually paid during
                                               the Plan Year.

                                         |_|   Voluntary  Employee Contributions
                                               made  in  a  Lump  Sum  SHALL  be
                                               permitted.

                                  *  Voluntary  Employee  Contributions  are NOT
                                  AVAILABLE     unless     Elective     Deferral
                                  Contributions are available.
- --------------------------------------------------------------------------------

2.C.3                F.     Rollover Contributions

                            Availability

                            |X| 1. Rollover Contributions  out  of the  Plan are
                                   always available.

                                   |X| Cash only.

                                   |_| Cash and  Loan Notes  from this  and/or a
                                       prior plan.

                            |X| 2. Rollover Contributions into the Plan:

                                   |_| Not Available under the Plan.

                                   |X| Available  under  the  Plan (complete the
                                       following).

                                         Cash Only or Cash and Loan Notes:

                                              |X| Cash only.

                                              |_| Cash and Loan Notes from prior
                                                  plan.

                                         Rollover  contributions  into  the Plan
                                         may be made by:

                                              |X|    Both eligible Employees and
                                                     Employees who would be eli-
                                                     gible  except  they  do not
                                                     yet  meet  the  Plan's  age
                                                     and/or service requirement.

                                              |_|    Eligible Employees only.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 27 -






Plan Document                     X. CONTRIBUTIONS
Section

7B.8, 7B.9           G.     Transfers of Account Balances

                            Availability

                            |X| 1. Transfers of account balances out of the Plan
                                   are always available.

                            |X| 2. Transfers of Account Balances into the Plan:

                                         |_| Not Available under the Plan.

                                         |X| Available under the Plan.
- --------------------------------------------------------------------------------

Plan Document                   XI. CONTRIBUTION PERIOD
Section

1.14                 a.   The regular Contribution Period (by contribution type)
                          shall be:

                     * For 1 and 2 below, "Other" Contribution Period may not be
                     longer than annual, but may be shorter than 4-weekly.

                     * For 3  below,  "Other"  Contribution  Period  may  not be
                     longer than monthly, but may be shorter than 4- weekly.

                            1.    Matching Contributions:

                                  |X| Annual                 |_| 4-Weekly

                                  |_| Monthly                |_| Other (specify)

                            2.    Nonelective Contributions:

                                  |X| Annual                 |X| 4-Weekly

                                  |X| Monthly                |X| Other (specify)

                            3.    Elective   Deferral   Contributions,  Required
                                  Employee   Contributions,   and/or   Voluntary
                                  Employee Contributions:

                            * Annual  contribution period  is  not available for
                              contributions in #3.

                                  |_| Monthly                |_| 4-Weekly

                                  |X| Other (specify)     Semi-monthly
                                                       -----------------
- --------------------------------------------------------------------------------
 
                                                             September 24, 1997

                                      - 28 -






Plan Document            XII. ALLOCATION OF CONTRIBUTIONS
Section

2C.1(f)              A.     Allocation Formula for Nonelective Contribution

                            Complete the following  ONLY if Section X.D is 1, 4,
                            6 or 7.

                            * If  Section  X.D is 6 or 7,  the  Compensation  to
                            Compensation  allocation  formula (1 below)  must be
                            chosen.

                            The  Nonelective  Contribution  will be allocated to
                            Participants  who meet the  requirements  of Section
                            XII.B or C as follows:

                            |X| 1. Compensation to Compensation:

                                   In  the  same  ratio  as  each  Participant's
                                   Compensation  bears to the total Compensation
                                   of all Participants.

                            |_| 2. Integrated with Social Security:

                                   a.    Choose one of the following methods:

                                         |_|   Step-Rate Method

                                               For each Plan Year,  the Employer
                                               will  contribute  an amount equal
                                               to   %  of   each   Participant's
                                               Compensation  up  to  the  Social
                                               Security  Integration Level, plus
                                               %    of    each     Participant's
                                               Compensation  in  excess  of  the
                                               Social    Security    Integration
                                               Level.  However, in no event will
                                               the      Excess      Contribution
                                               percentage   exceed   the  amount
                                               specified        in       Section
                                               2C.1(f)(2)(B) of the Plan.

                                         |_|   Maximum Disparity Method

                                               For   each   Plan    Year,    the
                                               Employer's            Nonelective
                                               Contribution  shall be  allocated
                                               in the  manner  stated in Section
                                               2C.1(f)(3)  of the  Plan in order
                                               to maximize permitted disparity.

                                   b.    Social Security Integration Level:

                                         |_| i.  $     (not to exceed the Social
                                                 ----- Security Taxable Wage
                                                 Base).

                                         |_| ii. The  Social  Security   Taxable
                                                 Wage  Base  in  effect  on  the
                                                 first day of the Plan Year.

                                         |_| iii.       % of the Social Security
                                                 ------- Taxable  Wage Base (not
                                                 to exceed 100%).
- --------------------------------------------------------------------------------
                                                              September 24, 1997

                                      - 29 -






Plan Document               XII. ALLOCATION OF CONTRIBUTIONS
Section

2C.1(g)              B.     Annual Allocation Requirements

                            An    allocation    of   the   annual    Nonelective
                            Contribution,  annual Matching Contribution,  and/or
                            Additional   matching   Contribution   made  by  the
                            Employer will be made to each Participant who:

                            |_|1. Is a Participant  on ANY day  during  the Plan
                                  year regardless of Service credited during the
                                  Plan Year.

                            |_|2. Is  credited  with  a  Year of  Service in the
                                  Plan Year for which the contribution is made.

                            |_|3. Is a participant  on the last  day of the Plan
                                  Year.

                            |X|4. Is  credited  with a  Year of  Service in  the
                                  Plan Year for which the  contribution  is made
                                  and is a  Participant  on the  last day of the
                                  Plan Year.

                            In  addition,  an  allocation  will  be  made by the
                            Employer on behalf of any  Participant  who retires,
                            dies or  becomes  disabled  during  the  Plan  Year,
                            regardless   of  the  number  of  Hours  of  Service
                            credited  to  such  Participant  and  regardless  of
                            whether such  Participant  is a  participant  on the
                            last day of the Plan Year.

                                  Annual Nonelective Contribution |X| Yes |_| No
                                  Annual Matching Contribution    |X| Yes |_| No
                                  Annual Matching Contribution    |X| Yes |_| No
- --------------------------------------------------------------------------------
2C.1(g)              C.     Nonannual Allocation Requirement

                            An allocation of the nonannual Matching Contribution
                            or nonannual  Nonelective  Contribution  made by the
                            Employer will be made to each Participant who:

                            |_|1. Is a Participant  on any day  of the Contribu-
                                  tion Period.

                            |_|2. Is a  Participant  as of the  last day of  the
                                  Contribution Period.

                            In  addition,  an  allocation  will  be  made by the
                            Employer on behalf of any  Participant  who retires,
                            dies, or becomes  disabled  during the  Contribution
                            Period,  regardless of whether such Participant is a
                            Participant  as of the last day of the  Contribution
                            Period.

                              Nonannual Nonelective Contribution  |_| Yes |_| No
                              Nonannual Matching Contribution     |_| Yes |_| No
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 30 -






Plan Document             XIII. LIMITATIONS ON ALLOCATION
Section

4B                   A.  If  any  Participant  is  covered by  another qualified
                         defined contribution plan  maintained by the  Employer,
                         other than a Master or Prototype plan:

                     *  Complete  part A if you:  (1)  maintain,  or at any time
                     maintained,  another qualified retirement plan in which any
                     Participant   in  this  Plan  is,   was,  or  could  be,  a
                     participant;  or  (2)  maintain  a Code  section  415(l)(2)
                     individual  medical account,  for which amounts are treated
                     as Annual Additions for any Participant in this Plan.

                            |X| 1.  N/A.  The  Employer  has  no  other  defined
                                    contribution plan(s).

                            |_| 2.  The  provisions  of Section 4B.5 of the Plan
                                    will apply, as  if the  other  plan  were  a
                                    Master or Prototype plan.

                            |_| 3.  The plans will limit total Annual  Additions
                                    to the Maximum Permissible Amount,  and will
                                    reduce any Excess Amounts  in a manner  that
                                    precludes Employer   discretion,    in   the
                                    following manner:

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

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


4B                   B.  If any Participant is or ever has been a Participant in
                         a qualified  defined  benefit  plan  maintained  by the
                         Employer:

                     *  Complete  part  B  if  you  maintain,  or  at  any  time
                     maintained,  another qualified retirement plan in which any
                     Participant   in  this  Plan  is,   was,   or  could  be  a
                     participant.

                            |X|1. N/A.  The Employer has no defined plan(s).

                            |_|2. In any Limitation  Year, the Annual  Additions
                                  credited  to the  Participant  under this Plan
                                  may not cause the sum of the  Defined  Benefit
                                  Plan  Fraction  and the  Defined  Contribution
                                  Fraction  to  exceed  1.0.  If  the   Employer
                                  contributions    that   would   otherwise   be
                                  allocated to the Participant's  account during
                                  such year would cause the 1.0 limitation to be
                                  exceeded,  the  allocation  will be reduced so
                                  that the sum of the  fraction  equals 1.0. Any
                                  contributions  not  allocated  because  of the
                                  preceding  sentence  will be  allocated to the
                                  remaining Participants according to the Plan's
                                  allocation  formula.  If the 1.0 limitation is
                                  exceeded  because  of an Excess  Amount,  such
                                  Excess  Amount  will be reduced in  accordance
                                  with Section 4B.4 of the Plan.

                            |_|3. Provide  the  method   under  which  the  Plan
                                  involved will satisfy the 1.0  limitation in a
                                  manner that precludes Employer discretion.

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

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

                                                              September 24, 1997

                                      - 31 -






Plan Document             XIII. LIMITATIONS ON ALLOCATION
Section

                     C.  Compensation will mean all of each Participant's:

                     * Everyone must complete  Section C.  If  option 1, 2, or 3
                     was selected  in  Section  IV.A., you  must make  the  same
                     selection here.

4B.1(b)(1)               |X|1. Wages, Tips, and  Other Compensation Box  on Form
                               W-2.

4B.1(b)(2)               |_|2. Section 3401(a) wages.

4B.1(b)(3)               |_|3. 415 safe harbor compensation.
- --------------------------------------------------------------------------------
4B.1(h)              D.  The Limitation Year shall be:

                     * Everyone must complete Section D.

                         |X|1. The Calendar Year.

                         |_|2. The 12-month  period  coinciding  with  the  Plan
                               Year.

                         |_|3. The 12-month period beginning on (MM/DD):   /  .
                                                                        --  --
- --------------------------------------------------------------------------------
Plan Document          XIV. INVESTMENT OF PARTICIPANT'S ACCOUNTS
Section

5A.1                 A.  The Participant shall/shall  not have the  authority to
                         direct the  Investment  of Contributions  made  by  the
                         Employer.

                                  |X| Shall           |_| Shall Not
- --------------------------------------------------------------------------------
5A.1                 B.  If SHALL is elected above, complete the following.

                         Those having authority to  direct the investment of the
                         Participant's Account are (choose all that apply):

                         |X|1. Participants who are active Employees.

                         |X|2. Participants   who   are   former  employees  and
                               continue to maintain  an account in  the  Plan or
                               Trust.

                         |X|3. Beneficiaries.

                         |X|4. Alternate Payees.
- --------------------------------------------------------------------------------
Plan Document                   XV. LIFE INSURANCE
Section

5B.1                 A.  Available as a Participant investment:

                         |_| Yes            |X| No
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 32 -






Plan Document                    XV. LIFE INSURANCE
Section

                     B.  If  yes  is  elected  above, Life  Insurance  shall  be
                         available to:

                         |_|1.  All Participants.

                         |_|2.  Only  to  the  specified  group of  Participants
                                (fill in below):

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

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

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

                         *  If subsection 2  is checked, separate nondiscrimina-
                            tion testing will be required.
- --------------------------------------------------------------------------------
Plan Document                      XVI. EMPLOYER STOCK
Section

* Before  electing  Employer Stock as an investment  option,  you should consult
your legal counsel on any federal or state securities law  requirements  arising
from offering Employer Stock as an investment option under your Plan and whether
use  of  this  document  is  appropriate  for  you  under  those  laws.  Neither
Connecticut  General Life Insurance  Company nor any of its employees can advise
you on these matters.
- --------------------------------------------------------------------------------
1.45                 A.  Investment in Employer Stock is:

                                  |X| Permitted

                                  |_| Not Permitted.

                         * You must  complete the  following  subsections  B and
                           C if investment  in Employer  Stock is  permitted and
                           Participants   have  the  authority  to   direct  the
                           investment of Employer Contributions.
- --------------------------------------------------------------------------------
1.45                 B.  Investment   in  Employer  Stock  within  the  Plan  by
                         officers  or  directors   of  the  Employer  or  by  an
                         individual who owns  more than  10% of  the  Employer's
                         Stock is:

                                  |X| Permitted

                                  |_| Not Permitted.
- --------------------------------------------------------------------------------
1.45                 C.  The Trustee:

                         |_|1. Will vote the shares of the Employer Stock.

                         |X|2. Will vote the  shares of the  Employer  Stock  in
                               accordance with any  instructions received by the
                               Trustee from the Participant.

                               * Option 2 must  be selected  if CG Trust Company
                               is the Trustee.

                         |_|3. May request voting instructions from the Partici-
                               pants.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 33 -






Plan Document         XVII. WITHDRAWALS PRECEDING TERMINATION
Section

* Complete only the sections for the type of contributions in your plan.
- --------------------------------------------------------------------------------
3E.1(a)              A.  Withdrawal of Required Employee Contributions.

                     * Withdrawal may be for any reason.

                         |X| Not Available under the Plan.

                         |_| Available under the Plan.

                             If available, Required  Employee  Contributions may
                             be withdrawn:

                                 |_| Once each 6 months.

                                 |_| Once each 12 months.

                                 |_| Other (specify)
                                                       -------------------------

                             The  Contribution  suspension  period  following  a
                             withdrawal of Required Employee Contributions shall
                             be:

                             *  You must choose  one of the  suspension  periods
                                shown. Related  Employer  Contributions  will be
                                suspended for the same period.

                                         |_| 6 Months.

                                         |_| 12 months.

                                         |_| 24 Month.

3E.1(b)              B.  Withdrawal of Voluntary Employee Contributions.

                     * Withdrawal may be for any reason.

                            |X| Not Available under the Plan.

                            |_| Available under the Plan.

                                  If available, Voluntary Employee Contributions
                                  may be withdrawn:

                                         |_| Once each 6 months.

                                         |_| Once each 12 months.

                                         |_| Other (specify)                    
                                                            --------------------
- --------------------------------------------------------------------------------


                                                              September 24, 1997

                                      - 34 -






Plan Document            XVII. WITHDRAWALS PRECEDING TERMINATION
Section

                     C.  Withdrawal of Elective Deferral Contributions.

                         |_| Not Available under the Plan.

                         |X| Available under the Plan.

                             If available, select the conditions for withdrawal:

3E.2                               |X| Withdrawal upon  Participant's attainment
                                       of age 59 1/2.

3E.5                               |X| Withdrawal  for  Serious  Financial Hard-
                                       ship.

                         * If  a  Participant  makes  a withdrawal  of  Elective
                         Deferral Contributions due to a Serious Financial Hard-
                         ship, the Participant must be suspended from making any
                         additional Elective Deferral Contributions for a period
                         of 12 months.

                     D.  Withdrawal of  Employer  Contributions  (Matching, Non-
                         elective and/or Prior Employer Contributions).

                                  |_| Not Available under the Plan.

                                  |X| Available under the Plan.

                            * If Prior Employer Contributions are money purchase
                            plan contributions, they may not be withdrawn.

                            If available, select the conditions for withdrawal:

                                  |X|1. Withdrawal upon Participant's attainment
                                        of age 59 1/2.

                                        Available from:

                                        |X|a. Matching Contributions.

                                        |X|b. Nonelective Contributions.

                                        |X|c. Prior Employer Contributions.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 35 -






Plan Document          XVII. WITHDRAWALS PRECEDING TERMINATION
Section

3E.3                     |_|2.  Withdrawals to active Participants who have been
                                Participants for  a  minimum  of 60  consecutive
                                months.

                                Available from:

                                |_|a. Matching Contributions.

                                |_|b. Nonelective Contributions

                                |_|c. Prior Employer Contributions.

                                Frequency of withdrawal:

                                      |_| Once each 6 months.

                                      |_| Once each 12 months.

                                      |_| Other (specify)

                                Suspension Period following withdrawal:

                                      |X| N/A

                                      |_| 6 months.

                                      |_| 12 months.

                                      |_| 24 months.

3E.4                     |X|3.  Withdrawals for Serious Financial Hardship.

                                Available from:

                                |X|a. Matching Contributions.

                                |X|b. Nonelective Contributions

                                |X|c. Prior Employer Contributions.

                     Prior Employer Contributions:

                     Prior Employer Contributions  are contributions made to the
                     Plan by the  Employer prior to  the Plan's original conver-
                     sion and/or restatement on
                                                --------------------------------
                                   (fill in date).
                     -------------
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                  - 36 -






Plan Document         XVII. WITHDRAWALS PRECEDING TERMINATION
Section

3E.6                 E.  Withdrawal of Rollover Contributions:

                             |_| Not Available under the Plan.

                             |X| Available under the Plan.

                                 If  available,  Rollover  Contributions  may be
                                 withdrawn:

                                      |_| Once per Plan Year.

                                      |_| Every 6 Months.

                                      |_| Every 3 Months.

                                      |_| Every Month.

                                      |X| Anytime.
- --------------------------------------------------------------------------------
3E.6                 F.  Withdrawal  of Qualified  Voluntary  Employee Contribu-
                         tions (QVEC Contributions)

                     * Applicable only  if this  is a readoption  of an existing
                       plan.  If selected,  Contributions  may be withdrawn  for
                       any reason.

                            |X| Not Available under the Plan.

                            |_| Available under the Plan.

                                If available, Qualified  Voluntary Employee Con-
                                tributions may be withdrawn:

                                      |_| Once per Plan Year.

                                      |_| Every 6 Months.

                                      |_| Every 3 Months.

                                      |_| Every Month.

                                      |_| Anytime.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 37 -






Plan Document           XVII. WITHDRAWALS PRECEDING TERMINATION
Section

3E.1(c)              G.  Withdrawal of Prior Required Employee Contributions.

                     * Withdrawal may be for any reason.

                           |X| Not Available under the Plan.

                           |_| Available under the Plan.

                               If available, Prior  Required  Employee Contribu-
                               tions may be withdrawn:

                                     |_| Once each 6 months.

                                     |_| Once each 12 months.

                                     |_| Other (specify)
                                                        --------------

                            Prior Required  Employee  Contributions  are posttax
                            contributions  made by Employees in order to receive
                            an Employer  contribution and which were made before
                            the Plan's original conversion and/or restatement on
                                          (fill in date).
                            --------------
- --------------------------------------------------------------------------------
3E.1(d)              H.  Withdrawal of Prior Voluntary Employee Contributions.

                     * Withdrawal may be for any  reason and may be taken at any
                     time.

                                  |X| Not Available under the Plan.

                                  |_| Available under the Plan.

                         Prior Voluntary Employee  Contributions  are  voluntary
                         contributions made by Employees prior to these types of
                         contribution  being  eliminated  as  a  plan  option on
                                            (fill in date).
                         -------------------
- --------------------------------------------------------------------------------
Plan Document         XVIII. LOANS TO PARTICIPANTS, BENEFICIARIES AND
Section                              PARTIES-IN-INTEREST

5C                   A.  Loans are permitted.

                                  |X| Yes

                         * If yes, Plan must be trusteed.

                                  |_| No
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 38 -






Plan Document        XVIII. LOANS TO PARTICIPANTS, BENEFICIARIES AND
Section                            PARTIES-IN-INTEREST

5C                   B.  Loans are available only from the following sources:

                         * Qualified  Voluntary  Employee  Contributions   (QVEC
                         Contributions) may not be taken in a loan.

                                  |X| All Sources.

                                  |_| List Sources:

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

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

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





Plan Document                XIX. RETIREMENT AND DISABILITY
Section

1.40                 A.  Normal Retirement Age is:

                         |X|1. The date the Participant attains age    65   (not
                                                                    --------
                               to exceed 65).

                         |_|2. The later of:

                               a.  The date the Participant attains age        
                                                                        --------
                                   (not to exceed 65), or

                               b.   The             (not to exceed 5th) anniver-
                                        ------------
                                    sary of the Participation Commencement Date.

                               * Note  regarding  2.b  above: If, for Plan Years
                               beginning before January 1, 1988,  Normal Retire-
                               ment Age was deter mined  with reference  to  the
                               anniversary  of  the  Participation  Commencement
                               Date (more than  5 but  not to  exceed 10 years),
                               the anniversary date  for Participants  who first
                               commenced participation under the Plan before the
                               first Plan Year beginning  on or after January 1,
                               1988 shall be the earlier of (A) the tenth anni-
                               versary  of the  date  the Participant  commenced
                               participation in the Plan (or such anniversary as
                               had been elected  by the Employer,  if  less than
                               10) or (B) the fifth anniversary of the first day
                               of  the first  Plan  Year beginning  on  or after
                               January 1, 1988.  The  Participation Commencement
                               Date is the first day  of the first  Plan Year in
                               which the Participant commenced  participation in
                               the Plan.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 39 -






Plan Document               XIX. RETIREMENT AND DISABILITY
Section

1.18                 B.  Early Retirement by Participants

                         1. Early Retirement by Participants is:

                            |X| a. Not Permitted.

                            |_| b. Permitted.  Subject to  the  following condi-
                                   tions:

                                   |_| i.   Age              (not to exceed 65).
                                                -------------
   
                                   |_| ii.  Years of Service                 .

                                   |_| iii. Age           (not to exceed 65) and
                                                ----------
                                            Years of Service.

                                   |_| iv,  Age           (not to exceed 65) and
                                                ----------
                                            Years of Participation.
- --------------------------------------------------------------------------------
1.16                 C.   Disability

                          1. The Employer shall/shall  not make contributions on
                             behalf of disabled  Participants who  are Nonhighly
                             Compensated Employees on the basis of the Compensa-
                             tion each such Participant  would have received for
                             the Limitation Year  if the  Participant  had  been
                             paid at the rate of  Compensation  paid immediately
                             before becoming permanently and totally disabled.

                                         |X| Shall             |_| Shall Not

                             *All such contributions are 100% vested and nonfor-
                             feitable when made.
- --------------------------------------------------------------------------------
Plan Document               XX. DISTRIBUTION OF BENEFITS
Section

3A.1                 A.  Distribution  of  benefits  should  be in  the  form of
                         (check all that apply):

                         |X|1.  Single Sum.

                         |X|2.  Life Annuity.

                         |X|3.  Installment Payments.

                         |X|4.  Installment Refund Annuity.

                         [X|5.  Employer Stock, to the extent the Participant is
                                invested therein.
- --------------------------------------------------------------------------------
                     B.  Distribution Timing

                         [X|1.  All Participants  may elect to  defer their dis-
                                tributions.

                         |_|2.  Participants who terminate  employment and whose
                                account  balances  never exceeded  $3,500  shall
                                receive an immediate,  lump sum  cash  distribu-
                                tion.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 40 -






Plan Document              XX. DISTRIBUTION OF BENEFITS
Section

                     C.   Expenses - Deferred Participants.

                          1.  Participants who  elect  to defer  distribution of
                              their benefits  shall/shall  not pay  for all fees
                              associated with  administration  of their deferral
                              payment.

                                         |X| Shall             |_| Shall Not
- --------------------------------------------------------------------------------
Plan Document      XXI. QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
Section

3C.4                 The Qualified Preretirement Survivor Annuity shall be:

                     * 100% is required for Plans  allowing only single sum dis-
                     tribution.

                            |X|   100% to the surviving spouse.

                            |_|   50% to the surviving spouse.
- --------------------------------------------------------------------------------
Plan Document            XXII. AMENDMENT TO THE PLAN
Section
7B                   A.   The party having  the authority  to amend the Adoption
                          Agreement is the:

                          |_|1.  Trustee(s).

                          *Trustee(s) cannot  be  chosen if  the  Trustee is  CG
                          Trust.

                          |X|2.  Plan Administrator.

                          |_|3.  Plan Committee.

                          |_|4.  Designated Representative of the Employer.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 41 -






Plan Document                XXIII. TOP-HEAVY PROVISIONS
Section

7A.1(i)              A.  Method to be  used  to avoid  duplication  of Top-Heavy
                         Minimum benefits when  a non-Key Employee is a Partici-
                         pant in both this Plan and a defined benefit plan main-
                         tained by the Employer (select one response):
                         
                         |_|1.  N/A.  The Employer has no other plan(s).

                         |X|2.  Single  Plan  Minimum  Top-Heavy  Allocation.  A
                                minimum Top-Heavy contribution will be allocated
                                to each non-Key  Employee's  Participant Account
                                in an amount equal to:

                                |_|a.  The lesser  of 3% of  Compensation or the
                                       highest percentage  allocated to  any Key
                                       Employee.

                                |X|b.    3   % of Compensation (must be at least
                                       ------
                                       3%).

                         |_|3.  Multiple Plans  Top-Heavy  Allocation.  In order
                                to  satisfy  Code  sections  415  and  416,  and
                                because of the required  aggregation of multiple
                                plans, a minimum Top-Heavy  contribution will be
                                allocated to each non-Key  Employee in an amount
                                equal to:

                                |_|a.  Not Applicable.  No  other  plan  was  in
                                       existence prior to  the Effective Date of
                                       this Adoption Agreement.

                                |_|b.  5% of Compensation,  to be provided  in a
                                       defined   contribution   plan   of    the
                                       Employer.

                                |_|c.  7 1/2%  of  Compensation,  to be noninte-
                                       grated, and provided in this Plan.

                                *If c is  chosen,  for  all Plan  Years in which
                                this  Plan  is  Top-Heavy  (but  not  Super Top-
                                Heavy), the Defined  Benefit and Defined Contri-
                                bution fractions shall be computed using 125%.
                                

                         |_|4.  Enter the  name of  the plan(s)  and specify the
                                method under which the plan(s) will provide Top-
                                Heavy  Minimum  Benefits  to  non-Key  Employees
                                [include any  adjustments  required  under  Code
                                section 415(c)]:

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

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

                         *  If 4 is selected, the method specified must preclude
                         Employer discretion and inadvertent omissions.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 42 -



Plan Document             XXIII. TOP-HEAVY PROVISIONS
Section

7A.1                 B.  Present Value:  In order to establish the present value
                         to compute the  Top-Heavy Ratio,  any benefit  shall be
                         discounted only for mortality and interest, based on:

                     
                     * Complete B only if  response to A is 2, 3, or 4.  Fill in
                     all blanks.

                         |_|1.  Interest Rate                %.
                                              --------------

                         |_|2.  Mortality Table              .  
                                                  -----------

                         |_|3.  Valuation Date               .
                                                  -----------
- --------------------------------------------------------------------------------
7A.2                 C.  Where a non-Key  Employee  is a Participant in this and
                         another defined  contribution  plan(s) of the Employer,
                         choose which  plan will  provide the  minimum Top-Heavy
                         contribution:

                         |X|1.  N/A.  The Employer has no other plan.

                         |_|2.  The minimum allocation will be met in this Plan.

                         |_|3.  The minimum allocation will  be met in the other
                                defined  contribution  plan.  Enter  the name of
                                the plan:

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

                                ------------------------------------------------
- --------------------------------------------------------------------------------
7A.3                 D.  Top-Heavy Vesting  Schedule.  In  the  event  the  plan
                         becomes Top-Heavy, the vesting schedule shall be:

                         *Must meet one of the  schedules  below and must  be at
                         least as liberal  as the  vesting  schedule  elected in
                         Section IX.A.

                         |_|1.  100% vesting after             (not to exceed 3)
                                                  -------------
                                years of Service.

                         |_|2.            %vesting after 1 Years of Service
                                ----------

                                       %(not less than 20) vesting after 2 Years
                                ------- of Service

                                       %(not less than 40) vesting after 2 Years
                                ------- of Service

                                       %(not less than 60) vesting after 2 Years
                                ------- of Service

                                       %(not less than 80) vesting after 2 Years
                                ------- of Service

                                 100%    vesting after 6 Years of Service


                         |_|3.  Same vesting schedule(s)  as elected in Adoption
                                Agreement  Section IX  (already  meets Top-Heavy
                                minimum vesting requirements).

                     *If the vesting  schedule under the  Plan  shifts into  the
                     above schedule for any Plan Year because of the Plan's Top-
                     Heavy status, such  shift is an  amendment  to the  vesting
                     schedule and the election provisions in Section 7B.1 of the
                     Plan shall apply.

                     *The Top-Heavy vesting schedule  will remain in effect even
                     if the Plan ceases to be Top Heavy.
- --------------------------------------------------------------------------------

                                                              September 24, 1997

                                      - 43 -



Plan Document             XXIV. OTHER ADOPTING EMPLOYER
Section

6E.1, 6E.2           A.  The following Adopting Employer(s) also adopt this plan
                         and have executed this Adoption Agreement:

                     *Fill in  below the names  and the  Employer Identification
                     Numbers (EINs) of Adopting Employers.

                     *Must meet  requirements of  Plan definition  of  Employer,
                     Plan Section 1.24

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

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

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

                                                              September 24, 1997

                                      - 44 -



The  Employer  hereby  adopts the  Connecticut  General Life  Insurance  Company
Defined Contribution  Prototype Profit  Sharing/Thrift Plan with 401(k) Feature,
including all elections made in this  Non-Standardized  Adoption Agreement,  and
the Employer agrees to be bound by all terms of the Plan and by all the terms of
this Adoption Agreement and of the Annuity Contract. The Employer further agrees
that it will  furnish  promptly  all  information  required by the  Trustee,  if
applicable,  the Plan  Administrator and the Insurance Company in order to carry
out their functions.  The Employer shall notify the Trustee, if applicable,  the
Plan  Administrator  and the  Insurance  Company  promptly of any changes in the
status  of  the  Employer   which  might  affect  the   Employer's   duties  and
responsibilities hereunder.

The elections under this Adoption  Agreement may be changed by the Employer from
time  to  time  by a  written  instrument  signed  by  the  Employer,  the  Plan
Administrator and the Trustee, if applicable,  and accepted by the Plan Sponsor.
The Employer  consents to the exercise by the Plan Sponsor of the right to amend
the Plan and the Annuity  Contract from time to time as it may deem necessary or
advisable.

By signing this Adoption Agreement, the Employer specifically  acknowledges that
the Insurance  Company has no authority:  (1) to answer legal questions and that
all such questions shall be answered by legal counsel for the Employer;  and (2)
to make  determinations  involved in the administration of the Plan and that all
such  determination  shall be answered by the Employer's Plan  Administrator  or
other designated representative.

Upon  execution of this Adoption  Agreement by the  Employer,  the Plan shall be
effective with respect to that Employer as of the Effect Date specified  herein,
provided the Plan  Administrator and the Trustee,  if applicable,  shall then or
thereafter  execute this Adoption Agreement to signify their acceptance of their
duties and  responsibilities  hereunder and provided  further,  the Plan Sponsor
will indicate its acceptance of their duties and responsibilities  hereunder and
provided further,  the Plan Sponsor will indicate its acceptance of the Employer
in accordance with its usual rules and practices.

The Adopting  Employer may not rely on an opinion  letter issued by the National
Office of the Internal  Revenue  Service as evidence  that the Plan is qualified
under  Internal  Revenue  Code  section  401. In order to obtain  reliance  with
respect to plan  qualification,  the Employer must apply to the  appropriate key
district office for a determination letter.

Connecticut  General  Life  Insurance  Company  will inform the  Employer of any
amendments  made to the Plan or of the  discontinuance  or  abandonment  of such
Plan.

CAUTION:  You should very carefully  examine the elections you have made in this
Adoption Agreement and discuss them with your legal counsel. Failure to properly
fill out the Adoption  Agreement  may result in  disqualification  of your plan.
This Adoption Agreement may only be used in conjunction with Basic Plan Document
Number 03.

(Note: The Employer,  Plan  Administrator and Trustee,  if applicable,  must all
sign below.)

Executed at              this      day of              , 19      .
           -------------      -----      --------------     -----

                         Employer's Exact Name:
                                                  ------------------------------

Witness:                           By:
          -----------------------       ----------------------------------------

                                   Title:
                                          --------------------------------------

          Additional Adopting Employer's Exact Name:
                                                       -------------------------

Witness:                           By:
          -----------------------       ----------------------------------------

                                   Title:
                                          --------------------------------------
   

                                                              September 24, 1997

                                      - 45 -





          Additional Adopting Employer's Exact Name:
                                                       -------------------------

Witness:                           By:
          -----------------------       ----------------------------------------

                                   Title:
                                          --------------------------------------
   


          Additional Adopting Employer's Exact Name:
                                                       -------------------------

Witness:                           By:
          -----------------------       ----------------------------------------

                                   Title:
                                          --------------------------------------
   


          Additional Adopting Employer's Exact Name:
                                                       -------------------------

Witness:                           By:
          -----------------------       ----------------------------------------

                                   Title:
                                          --------------------------------------
  
         ACCEPTED this             day of                             , 19     .
                       -----------        ----------------------------    ----

Witness:                           By (Plan Administrator):
          -----------------------                           --------------------

Witness:                           By (Plan Administrator):
          -----------------------                           --------------------

Witness:                           By (Plan Administrator):
          -----------------------                           --------------------

Witness:                           By (Trustee):
          -----------------------                 ------------------------------

Witness:                           By (Trustee):
          -----------------------                 ------------------------------

Witness:                           By (Trustee):
          -----------------------                 ------------------------------


         ACCEPTED this          day of                          , 19           .
                       --------        ------------------------      ----------


                  CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                  By (Authorized Representative):
                                                 -------------------------------
                                                             
                                                              September 24, 1997

                                      - 46 -

                                   EXHIBIT 5.1

     INTERNAL REVENUE SERVICE                     DEPARTMENT OF THE TREASURY

Plan Description:  Prodotype Non-standardized     Washington, DC  20224
                   Profit Sharing Plan with CODA
FFN:  50315620003-001  Case:  9401285
EIN:  06-0303370
BPD:  03   Plan:  001   Letter Serial No.:  D365331a

                                        Person to Contact:  Ms. Arrington
     *CONNECTICUT GENERAL LIFE
      INSURANCE CO.                     Telephone Number:  (202) 622-8173

      350 CHURCH STREET   M-92          Refer Reply to:  CP:E:EP:T4

      HARTFORD, CT.   06067             Date:  05/07/96

Dear Applicant:

In our  opinion,  the form of the plan  identified  above  is  acceptable  under
section 401 of the Internal Revenue Code for use by employers for the benefit of
their employees.  This opinion relates only to the  acceptability of the form of
the plan under the Internal  Revenue Code. It is not an opinion of the effect of
other Federal or local statutes.

You must  furnish a copy of this letter to each  employer  who adopts this plan.
You are also  required  to send a copy of the  approved  form of the  plan,  any
approved  amendments  and related  documents  to each Key  District  Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.

Our  opinion  on the  acceptability  of the form of the plan is not a ruling  or
dermination  as to whether  an  employer's  plan  qualifies  under Code  section
401(a).  Therefore, an employer adopting the form of the plan should apply for a
determination  letter by filing an application with the Key District Director of
Internal Revenue Service on Form 5307. Short Form Application for  Determination
for Employer Benefit Plan.

Because  you  submitted  this  plan for  approval  after  March  31,  1991,  the
continued,  interim and extended reliance provisions of sections 13 and 17.03 of
Rev. Proc. 89-9, 1989-1 C.B. 780, are not applicable

Because you  submitted  this plan on or after July 1, 1994, it does not meet the
requirements for the extention of the remedial amendment period provided by Rev.
Proc. 55-12, 1995-3 I.R.S. 24.

This  letter may not be relied upon with  respect to whether the plan  satisfies
the qualification  requirements as amended by Uruguay Round Agreements Act. Pub.
L. 103-465.

If you, the  sponsoring  organization,  have any  questions  concerning  the IRS
procession of this case, please call the above telephone number.  This number is
only for use of the  sponsoring  organization.  individual  participants  and/or
adopting  employers  with  questions  concerning  the plan  should  contact  the
sponsoring  organization.   The  plan's  adoption  agreement  must  include  the
sponsoring organization's address and telephone number for inquiries by adopting
employers.

If you write to the IRS  regarding  this plan,  please  provide  your  telephone
number  and the  most  convenient  time  for us to  call  in  case we need  more
information. Whether you call or write, please refer to the Letter Serial Number
and File Folder Number shown in the heading of this letter.

You should  keep this  letter as a  permanent  record.  Please  notify us if you
modify or discontinue sponsorship of this plan.

                                   Sincerely yours,


                                   /s/ John G. Reoder, Jr.
                                   ---------------------------------------------
                                   Chief, Employee Plans Technical Branch 4

                                                              September 24, 1997

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                              EXHIBIT 23.1

  
                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of VTEL Corporation of our report dated September 24, 1997
appearing on page 28 of VTEL  Corporation's  Annual  Report on Form 10-K for the
year ended July 31, 1997.
  


/s/ Price Waterhouse LLP
- ------------------------

Austin, Texas
January 14, 1998




                                            - 48 -





                                  EXHIBIT 23.2

                                                                                


                                                                                


                         CONSENT OF INDEPENDENT AUDITORS
                         -------------------------------


We consent to the  incorporation  by reference in the report on Form S-8 of VTEL
Corporation of our report dated March 13, 1996 with respect to the  consolidated
financial statements of Compression Labs, Inc. as of December 31, 1995 and 1994,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the two year period ended December 31, 1995,
which report is included in the Annual Report on Form 10-K of VTEL Corporation.



                                                     /s/ KPMG Peat Marwick LLP
                                                     ---------------------------
San Jose, California
January 14, 1998




                                      - 49 -