EXHIBIT 10.15

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PROTOTYPE DEFINED CONTRIBUTION PLAN

FULL-FLEX PLAN DOCUMENT #01
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Amended for the Uruguay Rounds Agreements Act ("GATT"), the Uniform Services
Employment and Reemployment Rights Act ("USERRA"), the Small Business Job
Protection Act of 1996 (SBJPA") and the Taxpayer Relief Act of 1997 ("TRA '97")
(collectively referred to as "GUST").

PROTOTYPE DEFINED CONTRIBUTION PLAN

TABLE OF CONTENTS

Article I - General............................................................1

1.1 Plan....................................................................1
1.2 Effective Dates.........................................................1
1.3 Funding Vehicles........................................................1
1.4 Construction and Controlling State Law..................................1

Article II - Definitions.......................................................1

2.1 Account.................................................................1
2.2 Active Participant......................................................1
2.3 Adoption Agreement......................................................1
2.4 Annuity Funding Contract................................................1
2.5 Basic Plan Document.....................................................1
2.6 Beneficiary.............................................................1
2.7 Benefit.................................................................1
2.8 Break in Service........................................................1
2.9 Code....................................................................2
2.10 Collective Bargaining Employee..........................................2
2.11 Component...............................................................2
2.12 Contribution Account....................................................2
2.13 Controlled Group Member.................................................2
2.14 Covered Employment......................................................2
2.15 Custodial Account.......................................................3
2.16 Custodial Agreement.....................................................3
2.17 Custodian...............................................................3
2.18 Disabled................................................................3
2.19 Early Retirement Age....................................................3
2.20 Earned Income...........................................................3
2.21 Elective Deferral.......................................................3
2.22 Employee................................................................3
2.23 Employee Contribution...................................................3
2.24 Employee Contribution Account...........................................4
2.25 Employer Contribution...................................................4
2.26 Employer Contribution Account...........................................4
2.27 Entry Date..............................................................4
2.28 ERISA...................................................................4
2.29 Forfeiture..............................................................4
2.30 Funding Agent...........................................................4
2.31 Funding Agreement.......................................................4
2.32 Funding Vehicle.........................................................4
2.33 Hardship................................................................4
2.34 Highly Compensated Employee.............................................4
2.35 Highly Compensated Former Employee......................................5
2.36 Hour of Service.........................................................5
2.37 Inactive Participant....................................................5
2.38 Integration Level.......................................................5
2.39 Investment Manager......................................................5
2.40 Lead Employer...........................................................5
2.41 Leased Employee.........................................................5
2.42 Match Eligible Contribution.............................................5
2.43 Matching Contribution Period............................................6
2.44 Named Fiduciary.........................................................6
2.45 Net Profits.............................................................6
2.46 Non-Highly Compensated Employee.........................................6
2.47 Normal Retirement Age...................................................6
2.48 Owner-Employee..........................................................6
2.49 Participant.............................................................6
2.50 Participating Employer..................................................6
2.51 Pending Allocation Account..............................................6
2.52 Person..................................................................6
2.53 Plan....................................................................6
2.54 Plan Administrator......................................................6
2.55 Plan Asset..............................................................6
2.56 Plan Compensation.......................................................6
2.57 Plan Compensation for the Plan Year.....................................7
2.58 Plan Year...............................................................8
2.59 Predecessor Employer....................................................8
2.60 Predecessor Employer Securities.........................................8
2.61 Qualifying Employer Securities..........................................8
2.62 Required Beginning Date.................................................8
2.63 Self-Employed Individual................................................8
2.64 Service.................................................................8
2.65 Service Commencement Date...............................................9
2.66 Sponsor of the Prototype...............................................10
2.67 Spouse.................................................................10
2.68 Surviving Spouse.......................................................10
2.69 Taxable Wage Base......................................................10
2.70 Termination of Service.................................................10
2.71 Trust Agreement........................................................10
2.72 Trust Fund.............................................................10
2.73 Trustee................................................................10
2.74 Valuation Date.........................................................10

Article III - Plan Participation..............................................10

3.1 Start of Participation.................................................10
3.2 Duration of Participation..............................................11
3.3 Break in Service Rules for Participation...............................11
3.4 Special Rules for Certain Components...................................12
3.5 Election Not to Participate............................................12

Article IV - Employee Contributions...........................................12

4.1 Pre-Tax Contributions..................................................12
4.2 After-Tax Contributions................................................14
4.3 Deductible Contributions...............................................14
4.4 Forfeiture Restoration Contributions...................................15
4.5 Rollover Contributions.................................................15
4.6 Controlled Group Transfers.............................................15

Article V - Employer Matching Contributions...................................15

5.1 Safe-Harbor Matching Contributions.....................................15
5.2 Regular Matching Contributions.........................................15
5.3 Qualified Matching Contributions.......................................17

Article VI - Employer Profit Sharing Contributions............................17

6.1 Safe-Harbor Profit Sharing Contributions...............................17
6.2 Regular Profit Sharing Contributions...................................18
6.3 Qualified Profit Sharing Contributions.................................20
6.4 Prevailing Wage Contributions..........................................20

Article VII - Employer Pension Contributions..................................20

7.1 Safe-Harbor Pension Contributions......................................20
7.2 Regular Pension Contributions..........................................21
7.3 Prevailing Wage Contributions..........................................21

Article VIII - Accounts and Investments.......................................21

8.1 Contribution Accounts..................................................21
8.2 Contribution Subaccounts...............................................22
8.3 Pending Allocation Accounts (Forfeiture and Suspense Accounts).........22

8.4 Investment of Accounts.................................................22
8.5 Mutual Funds and Pooled Investment Funds...............................23
8.6 Segregated Investment Portfolios.......................................23
8.7 Processing Transactions................................................24
8.8 Valuation of Accounts..................................................24
8.9 Permissible Accounting Practices.......................................25
8.10 Timing of Contributions................................................26
8.11 Participant Statements.................................................26

Article IX - Incidental Insurance Benefits....................................26

9.1 Life Insurance Policies................................................26
9.2 Method of Acquisition..................................................27
9.3 Application of the Incidental Benefit Limit to the Payment
of Premiums...........................................................27
9.4 Special Vesting Rules..................................................27
9.5 Designation of the Policy Beneficiary..................................27
9.6 Disposition of Life Insurance Policies.................................28
9.7 In-Kind Distribution of Life Insurance Policies........................28
9.8 Sale to Participant or Others..........................................28
9.9 Other Provisions Applicable to the Acquisition, Retention and
Disposition of Life Insurance Policies................................28
9.10 Accounting for Insurance Policies......................................29

Article X - Vesting...........................................................29

10.1 Contribution Accounts That Are Fully Vested............................29
10.2 Contribution Accounts Subject to Vesting Schedule......................29
10.3 Special Vesting Provisions Related to Life Insurance Policies..........32

Article XI - Withdrawals and Loans............................................32

11.1 Withdrawals Prior to Termination of Service - Money Purchase
Pension Plan........................................ .................32
11.2 Withdrawals Prior to Termination of Service - Profit Sharing Plan......32
11.3 Participant Loan Program...............................................34

Article XII - Distributions After Termination of Service......................35

12.1 Distributions to Participants..........................................35
12.2 Distributions to Beneficiaries.........................................35
12.3 Time, Method and Medium of Payment.....................................35
12.4 Cash-Out of Small Benefits.............................................35
12.5 Consent Requirements...................................................36
12.6 Annuity Requirements...................................................36
12.7 Minimum Distributions..................................................39
12.8 Direct Rollovers.......................................................42
12.9 Distributions From More Than One Contribution Account..................43
12.10 Accounting Following Termination of Service............................43
12.11 Reemployment...........................................................43
12.12 Source of Benefits.....................................................43
12.13 Minors and Incompetent Payees..........................................43
12.14 Benefits May Not Be Assigned or Alienated..............................43
12.15 Conditions Precedent to Receipt of a Benefit...........................44
12.16 Transfer to Other Qualified Plan.......................................44
12.17 Special Distribution Provisions........................................44

Article XIII - Designation of Beneficiary.....................................44

13.1 Beneficiary Designation................................................44
13.2 Special Requirements for Married Participants..........................45
13.3 No Designation.........................................................45
13.4 Successor Beneficiary..................................................45
13.5 Insurance Contract.....................................................45

Article XIV - Administration of Plan..........................................45

14.1 Administration.........................................................45
14.2 Fiduciary Provisions...................................................46
14.3 Compensation, Fees and Expenses........................................46
14.4 Records................................................................46
14.5 Communications to Payees...............................................47
14.6 Evidence...............................................................47
14.7 Correction of Errors...................................................47
14.8 Claims Procedure.......................................................47
14.9 Bonding................................................................47
14.10 Waiver of Notice.......................................................47
14.11 Agent for Legal Process................................................47
14.12 Actions Against the Secretary of Labor.................................47
14.13 Effect of Criminal Conviction..........................................47
14.14 Funding Policy.........................................................47
14.15 Qualifying Employer Securities.........................................47
14.16 Predecessor Employer Securities........................................48
14.17 Indemnification........................................................48
14.18 Exercise of Discretionary Authority....................................49

Article XV - Participating Employers..........................................49

15.1 Participating Employers and Agreement to be Bound......................49
15.2 Action by Controlled Group Member......................................49
15.3 Contributions by Participating Employers...............................49
15.4 Administrative Expenses................................................49
15.5 Lead Employer Acts on Behalf of Participating Employers................49
15.6 Discontinuance of Joint Participation of a Participating Employer......49
15.7 Reorganizations of Participating Employers.............................50
15.8 Acquisition of a Controlled Group Member...............................50

Article XVI - Amendment, Termination and Merger...............................50

16.1 Amendment..............................................................50
16.2 Effect of Amendment in Event of a Prior Termination of Service.........51
16.3 Nonconformity to Prototype Plan........................................51
16.4 Permanent Discontinuance of Contributions or Termination of Plan.......51
16.5 Merger, Consolidation, or Transfer of Assets...........................52

Article XVII - Top-Heavy Rules................................................52

17.1 Minimum Contribution...................................................52
17.2 Vesting................................................................54
17.3 Codess. 415 Adjustment for Limitation Years Beginning
Before January 1, 2000................................................54
17.4 Defined Terms..........................................................55

Article XVIII - Limitations on Allocations....................................56

18.1 If Covered Only Under The Plan.........................................56
18.2 If Also Covered Under Another Defined Contribution Plan................57
18.3 If Also Covered Under Defined Benefit Plan.............................58
18.4 Defined Terms..........................................................58

Article XIX - Limit on Elective Deferrals, ADP/ACP Tests......................60

19.1 Return of Excess Deferrals.............................................60
19.2 Adjustment of Contributions Required by Codess. 401(k).................60
19.3 Adjustment of Contributions Required by Codess. 401(m).................63
19.4 No Multiple Use of Alternative Limitations.............................65
19.5 Exception to Notice and Consent Requirements...........................66
19.6 Defined Terms..........................................................66

Article XX - Miscellaneous Provisions.........................................68

20.1 Offset For Leased Employee Benefits....................................68
20.2 Coverage Failures......................................................68
20.3 Qualified Military Service.............................................69
20.4 No Diversion...........................................................69
20.5 Qualified Domestic Relations Orders....................................69
20.6 Use of Employer's Checking Account for Withholding.....................69
20.7 Insurance Company Not Responsible for Validity of Plan.................70
20.8 Adjustment of Dollar Limits............................................70
20.9 No Guarantee of Employment.............................................70
20.10 Headings...............................................................70
20.11 Capitalized Definitions................................................70
20.12 Gender.................................................................70
20.13 Use of Compounds of Word "Here"........................................70
20.14 Plan Construed as a Whole..............................................70
20.15 Benefiting.............................................................70

Index of Defined Terms

414(s) Compensation for the Plan Year: 19.6, 68
415 Compensation: 18.4, 59
415 Compensation for the Limitation Year: 18.4, 59
Account: 2.1, 1
Active Participant: 2.2, 1
Actual Contribution Percentage: 19.6, 66
Actual Deferral Percentage: 19.6, 66
Adoption Agreement: 2.3, 1
Amendment Effective Date: 1.2, 1
Annual Additions: 18.4, 58
Annuity Funding Contract: 2.4, 1
Basic Plan Document: 2.5, 1
Beneficiary: 2.6, 1
Benefit: 2.7, 1
Benefit Starting Date: 12.6, 38
Benefiting: 20.15, 70
Break in Service: 2.8, 1
Code: 2.9, 2
Collective Bargaining Employee: 2.10, 2
Component: 2.11, 2
Contribution Account: 2.12, 2
Contribution Percentage: 19.6, 66
Contribution Percentage Amounts: 19.6, 66
Controlled Group Member: 2.13, 2
Covered Employment: 2.14, 2
Custodial Account: 2.15, 3
Custodial Agreement: 2.16, 3
Custodian: 2.17, 3
Deferral Percentage: 19.6, 67
Deferral Percentage Amounts: 19.6, 67
Defined Benefit Fraction: 18.4, 59
Defined Contribution Fraction: 18.4, 59
Determination Date: 17.4, 55
Disabled: 2.18, 3
Early Retirement Age: 2.19, 3
Earned Income: 2.20, 3
Elective Deferral: 2.21, 3
Eligible Employee: 19.6, 68
Eligible Retirement Plan: 12.8, 43
Eligible Rollover Distributee: 12.8, 42
Eligible Rollover Distribution: 12.8, 42
Employee: 2.22, 3
Employee Contribution: 2.23, 3
Employee Contribution Account: 2.24, 4
Employer Contribution: 2.25, 4
Employer Contribution Account: 2.26, 4
Entry Date: 2.27, 4
ERISA: 2.28, 4
Excess Amount: 18.4, 59
Excess Deferrals: 19.6, 68
Forfeiture: 2.29, 4
Funding Agent: 2.30, 4
Funding Agreement: 2.31, 4
Funding Vehicle: 2.32, 4
GAAP: 2.45, 6
Hardship: 2.33, 4
Highest Average Compensation: 18.4, 59
Highly Compensated Employee: 2.34, 4
Highly Compensated Former Employee: 2.35, 5
Hour of Service: 2.36, 5
Inactive Participant: 2.37, 5
Integration Level: 2.38, 5
Investment Manager: 2.39, 5
Key Employee: 17.4, 55
Lead Employer: 2.40, 5
Leased Employee: 2.41, 5
Life Annuity: 12.6, 38
Limitation Year: 18.4, 60
Master or Prototype Plan: 18.4, 60
Match Eligible Contribution: 2.42, 5
Matching Contribution Period: 2.43, 6
Maximum Permissible Amount: 18.4, 60
Mutual Fund: 8.5, 23
Named Fiduciary: 2.44, 6
Net Profits: 2.45, 6
Non-Highly Compensated Employee: 2.46, 6
Non-Key Employee: 17.4, 55
Non-Resident Alien: 2.14, 3
Normal Retirement Age: 2.47, 6
Original Effective Date: 1.2, 1
Owner-Employee: 2.48, 6
Participant: 2.49, 6
Participating Employer: 2.50, 6
Pending Allocation Account: 2.51, 6
Permissive Aggregation Group: 17.4, 55
Person: 2.52, 6
Plan: 2.53, 6
Plan Administrator: 2.54, 6
Plan Asset: 2.55, 6
Plan Compensation: 2.56, 6
Plan Compensation for the Plan Year: 2.57, 7
Plan Year: 2.58, 8
Pooled Investment Fund: 8.5, 23
Predecessor Employer: 2.59, 8
Predecessor Employer Securities: 2.60, 8
Present Value: 17.4, 55
Projected Annual Benefit: 18.4, 60
Qualified Election: 12.6, 38
Qualified Joint and Survivor Annuity: 12.6, 38
Qualified Preretirement Survivor Annuity: 12.6, 38
Qualifying Employer Securities: 2.61, 8
Required Aggregation Group: 17.4, 55
Required Beginning Date: 2.62, 8
Segregated Investment Portfolio: 8.6, 23
Self-Employed Individual: 2.63, 8
Service: 2.64, 8
Service Commencement Date: 2.65, 9
Special Effective Dates: 1.2, 1
Sponsor of the Prototype: 2.66, 10
Spouse: 2.67, 10
Surviving Spouse: 2.68, 10
Taxable Wage Base: 2.69, 10
Tender Agent: 14.15, 48
Termination of Service: 2.70, 10
Top-Heavy: 17.4, 55
Top-Heavy Compensation: 17.4, 55
Top-Heavy Compensation for the Plan Year: 17.4, 55
Top-Heavy Determination Period: 17.4, 55
Top-Heavy Eligible Participant: 17.4, 55
Top-Heavy Ratio: 17.4, 56
Trust Agreement: 2.71, 10
Trust Fund: 2.72, 10
Trustee: 2.73, 10
Valuation Date: 2.74, 10
Voting Agent: 14.15, 48

PROTOTYPE DEFINED CONTRIBUTION PLAN

FULL-FLEX PLAN DOCUMENT #01

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ARTICLE I - GENERAL
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1.1 Plan. The Plan will be referred to by the name specified in the
Adoption Agreement.

1.2 Effective Dates

(a) Original Effective Date. The Plan was initially adopted as of
the Original Effective Date specified in the Adoption Agreement.

(b) Amendment Effective Date. The Plan, as amended by execution of a
new Adoption Agreement or an amendment to an existing Adoption Agreement,
is effective as of the Amendment Effective Date specified in the new
Adoption Agreement or amendment to the existing Adoption Agreement.

(c) Special Effective Dates. A Special Effective Date may apply to
any given provision of the Plan if specified in the Adoption Agreement or
in this Basic Plan Document, which Special Effective Date will override
the Original Effective Date or Amendment Effective Date. Further, any
provision necessary to comply with any change in law resulting from
federal legislation or the issuance of regulations or other guidance by
federal agencies, or to conform to any changes in administration
consistent with any such change in law will be effective as of the date
required by the law, regulation or other guidance, even if earlier than
the Amendment Effective Date.

1.3 Funding Vehicles. The Plan will be funded by any combination of
Funding Vehicles as specified in the Adoption Agreement.

1.4 Construction and Controlling State Law. The Plan is intended to meet
the requirements for qualification under Code ss. 401 and to comply with ERISA
(unless exempt under the provisions thereof), and will be administered and
construed consistent with this intent. The Plan will also be construed and
administered according to the laws of the State or Commonwealth specified in the
Adoption Agreement (without regard to its conflict of law principles) to the
extent that such laws are not preempted by the laws of the United States of
America or except as may otherwise be provided in any Funding Agreement.

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ARTICLE II - DEFINITIONS
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2.1 Account - means a Contribution Account or a Pending Allocation Account
(including any subaccount established thereunder).

2.2 Active Participant - means an Employee who has become an Active
Participant in any Component pursuant to the terms of the Plan and who remains
in Covered Employment with respect to such Component.

2.3 Adoption Agreement - means the agreement appropriately adopted by the
Participating Employer(s) and the Funding Agent(s) that establishes the Plan and
creates the Funding Vehicle(s).

2.4 Annuity Funding Contract - means a group annuity contract issued as a
Funding Vehicle for the Plan.

2.5 Basic Plan Document - means this document.

2.6 Beneficiary - means the Person or Persons designated as such pursuant
to the terms of the Plan.

2.7 Benefit - means the value of the vested portion of the Participant's
Contribution Accounts, whether vested before or upon death, including the cash
value, or death benefit proceeds, of any life insurance contracts that are
reflected in any such Contribution Account.

2.8 Break in Service - means a period which satisfies subsection (a) or
(b), depending on which method of calculating Service is specified in the
Adoption Agreement.

(a) Hour Count Method. If the hour count method is specified in the
Adoption Agreement, a Break in Service is the following:

(1) For purposes of determining eligibility to participate, a
Break in Service is an eligibility computation period beginning on
or after the Employee's Service Commencement Date during which
his/her Hours of Service do not exceed the number specified in the
Adoption Agreement for determining a Break in Service for vesting
purposes or, if no minimum number is specified in the Adoption
Agreement for vesting purposes, then 500.

(2) For purposes of determining vesting, a Break in Service is
a vesting computation period beginning on or after the Employee's
Service Commencement Date during which his/her Hours of Service do
not exceed the number specified in the Adoption Agreement for
determining a Break in Service.

For purposes of determining whether a Break in Service has occurred,
an Employee who has an absence from active employment for maternity or
paternity reasons, but who has not had a Termination of Service, will
receive credit for the Hours of Service which would otherwise have been
credited to him/her but for such absence, or in any case in which such
hours cannot be determined, eight Hours of Service per day of such
absence. However, no more than 501 Hours of Service will be credited under
this paragraph to an Employee on account of any one period of absence. The
Hours of Service credited under this paragraph will be credited in the
computation period in which the absence begins if the crediting is
necessary to prevent a Break in Service in that period or, in all other
cases, in the following computation period.

(b) Elapsed Time Method. If the elapsed time method is specified in
the Adoption Agreement, a Break in Service is a period of at least
twelve-consecutive-months duration that starts on the earlier of the day
after Termination

of Service or the first anniversary of the date on which an Employee is
first absent from active employment for any other reason, and ends (if
ever) on the day on which the Employee again is credited with an Hour of
Service. Notwithstanding the above, if an Employee is absent from active
employment for maternity or paternity reasons, a Break in Service starts
on the earlier of the day after Termination of Service or the second
anniversary of the date on which an Employee is first absent from
employment for maternity or paternity reasons.

An absence from active employment "for maternity or paternity reasons" for
this purpose means an absence that began on or after the first day of the first
Plan Year beginning in 1985 by reason of the pregnancy of the Employee, by
reason of a birth of a child of the Employee, by reason of the placement of a
child with the Employee in connection with the adoption of such child by such
Employee, or for purposes of caring for such child for a period beginning
immediately following such birth or placement.

Notwithstanding the above, an Employee who is reemployed under Chapter 43
of Title 38 of the United States Code will be treated as not having a Break in
Service by reason of his/her qualified military service (as defined in Code ss.
414(u)).

2.9 Code - means the Internal Revenue Code of 1986, as from time to time
amended.

2.10 Collective Bargaining Employee - means an Employee who is in a unit
covered by a collective bargaining agreement if retirement benefits were the
subject of good faith bargaining between a Participating Employer and the
collective bargaining representative for such unit, and if no more than 2% of
the Employees who are covered by the agreement are professionals (as defined in
regulations under Code ss. 410(b)). A "collective bargaining representative" for
this purpose does not include any organization more than one-half of whose
members are owners, officers or executives of a Participating Employer.

2.11 Component - means the portion of the Plan reflecting contributions of
a given type (e.g., Employee Pre-Tax Contributions, Employer Regular Profit
Sharing Contributions, Employer Regular Pension Contributions - each reflect a
different Component).

2.12 Contribution Account - means an account established for a Participant
under the Plan to reflect contributions of a given type that are made by or on
behalf of the Participant, including an Employee Contribution Account or
Employer Contribution Account.

2.13 Controlled Group Member - means any of the following:

(a) The Lead Employer;

(b) Any corporation that is a member of a controlled group of
corporations (as defined in Code ss. 414(b)) that includes the Lead
Employer;

(c) Any trade or business (whether or not incorporated) that is
under common control (as defined in Code ss. 414(c)) with the Lead
Employer (in the case of a non-profit, non-stock organization, control
will be determined using the standard set forth in Treas. Reg. ss.
1.512(b)-1(L)(4)(i)(b), or such other standard as may be established for
this purpose by the Internal Revenue Service);

(d) Any member of an "affiliated service group" (as defined in Code
ss. 414(m)) that includes the Lead Employer; and

(e) Any entity required to be aggregated with the Lead Employer
pursuant to Code ss. 414(o).

For purposes of applying the contribution and allocation limits of Code
ss. 415 as implemented under the Plan, the Plan Administrator will determine the
Controlled Group Members under subsections (b) and (c) in the manner described
in Code ss. 415(h) - that is, by substituting a "more than 50%" ownership
standard for the "at least 80%" ownership standard otherwise applicable under
Code ss. 414(b) and (c).

2.14 Covered Employment - means, with respect to any Component, any
employment with any Participating Employer (while it is a Participating
Employer), subject to the following:

(a) Specified Exclusions. Covered Employment does not include
employment in any excluded employment category specified in the Adoption
Agreement.

(b) Collective Bargaining Employees. Covered Employment does not
include employment as a Collective Bargaining Employee unless the
applicable collective bargaining agreement provides for participation in
the Plan (it being the express intent that the eligibility of Collective
Bargaining Employees to participate in the Plan is subject to negotiations
with the collective bargaining representative).

A collective bargaining agreement will, for this purpose only, be
deemed to continue after its formal expiration during collective
bargaining negotiations pending the execution of a new agreement.

(c) Independent Contractors. Covered Employment does not include
service during any period for which an individual (other than a Leased
Employee or Self-Employed Individual) is classified by his/her employer as
an independent contractor or as having any status other than a common-law
employee, regardless of the correct legal status of the individual. This
applies to all periods of such service of an individual who is
subsequently reclassified as a common-law employee, whether the
reclassification is retroactive or prospective.

(d) Leaves of Absence. Covered Employment includes any period of
absence from active employment during which the employer-employee
relationship continues, provided the Employee was in Covered Employment
immediately prior to the start of such period of absence, and until
Termination of Service or the happening of any other event or circumstance
that would have resulted in loss of Covered Employment status if the
individual had not been absent (e.g., the individual dies, or an amendment
is made to exclude his/her employment category from Covered Employment).

A leave of absence under the Family and Medical Leave Act ("FMLA")
will be treated in the same manner as any other leave of absence under the
Plan.

(e) Special Rules for Certain Components. Covered Employment with
respect to the Employer Safe-Harbor Matching, Qualified Matching,
Safe-Harbor Profit Sharing or Qualified Profit Sharing Component will be
the same as for the Employee Pre-Tax Component.

Covered Employment with respect to the Employer Safe-Harbor Pension
Component will be the same as for the Employee Pre-Tax Component under the
Profit Sharing Plan specified in the Adoption Agreement.

Covered Employment with respect to the Employer Prevailing Wage
Component will include employment in a job category on any prevailing wage
project specified in the Adoption Agreement. However, unless otherwise
specified in the Adoption Agreement, it will not include employment as a
Highly Compensated Employee.

When used in the Adoption Agreement and Basic Plan Document, the term
"employment" includes service as a Self-Employed Individual, Leased Employee or
individual required to be treated as an employee under Code ss. 414(o) with
respect to a Participating Employer (but does not include service as an
independent contractor). When used in the Adoption Agreement and Basic Plan
Document, the term "non-resident alien" means a non-resident alien within the
meaning of Code ss. 7701(b)(1)(B).

2.15 Custodial Account - means a fund created pursuant a Custodial
Agreement.

2.16 Custodial Agreement - means a custodial agreement that creates a
Funding Vehicle for the Plan.

2.17 Custodian - means a custodian specified as such in the Adoption
Agreement.

2.18 Disabled - means that an individual is disabled under the standard
specified in the Adoption Agreement.

2.19 Early Retirement Age - means the age (if any) specified as such in
the Adoption Agreement, or the date on which the Employee has satisfied the age
and service requirements (if any) specified in the Adoption Agreement.

2.20 Earned Income - means net earnings from self-employment (as defined
in Code ss. 1402(a)) which are derived from the trade or business of a
Participating Employer with respect to which the personal services of the
individual are a material income producing factor, and adjusted as provided in
Code ss. 401(c)(2). Net earnings will be determined without regard to items not
included in gross income and the deductions allocable to such items. Net
earnings will be reduced by the amount of contributions to the Plan or any other
employee benefit plan with respect to such earnings which are deductible by the
Employee under Code ss. 404. Net earnings will be determined with regard to the
deduction allowed by Code ss. 164(f).

2.21 Elective Deferral - means any contribution made by the employer at
the election of the individual, to the extent not included in gross income,
under a qualified cash or deferred arrangement described in Code ss. 401(k),
salary reduction simplified employee pension described in Code ss. 408(k)(6),
SIMPLE IRA Plan described in Code ss. 408(p), eligible deferred compensation
plan described in Code ss. 457 or a plan described in Code ss. 501(c)(18), and
any contribution made by the employer on behalf of the individual under a salary
reduction agreement to purchase an annuity contract or mutual fund under Code
ss. 403(b).

2.22 Employee - means:

(a) Any common-law employee of any Controlled Group Member;

(b) Any Self-Employed Individual with respect to any Controlled
Group Member;

(d) Any individual required to be treated as an employee of any
Controlled Group Member under Code ss. 414(o).

Notwithstanding the above, a Leased Employee will not be considered an
Employee if Leased Employees do not constitute more than 20% of the recipient's
non-highly compensated workforce, and the Leased Employee is covered by a money
purchase pension plan providing a nonintegrated employer contribution rate of at
least 10% of compensation (as defined in Code ss. 415(c)(3), but including
amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code ss. 132(f)(4), Code ss.
402(e)(3), Code ss. 402(h)(1)(B) or Code ss. 403(b)), immediate participation,
and full and immediate vesting.

2.23 Employee Contribution - means any of the following types of
contributions made to the Plan:

Employee Pre-Tax Contributions
Employee After-Tax Contributions
Employee Rollover Contributions
Employee Deductible Contributions
Employee Forfeiture Restoration Contributions

2.24 Employee Contribution Account - means a Contribution Account
established to reflect amounts attributable to Employee Contributions.

2.25 Employer Contribution - means any of the following types of
contributions made to the Plan:

Employer Safe-Harbor Matching Contributions
Employer Regular Matching Contributions
Employer Qualified Matching Contributions
Employer Safe-Harbor Profit Sharing Contributions
Employer Regular Profit Sharing Contributions
Employer Qualified Profit Sharing Contributions
Employer Safe-Harbor Pension Contributions
Employer Regular Pension Contributions
Employer Prevailing Wage Contributions

2.26 Employer Contribution Account - means a Contribution Account
established to reflect amounts attributable to Employer Contributions.

2.27 Entry Date - means each date specified as such in the Adoption
Agreement, subject to the special rules set forth in Secs. 3.1(d) and (f). The
Entry Date with respect to a Component will not be more than six months after
the date on which the Participant satisfies the maximum age and service
requirement permitted under Code ss. 410(a)(1) with respect to such Component.

If an age and service requirement is imposed on participation in an
Employer Safe-Harbor Matching and/or Safe-Harbor Profit Sharing Component, or on
participation in an Employer Safe-Harbor Pension Component, and no age and
service requirement (or a lesser age and service requirement) is imposed on
participation in the Employee Pre-Tax Component, the Entry Dates for the
Employer Safe-Harbor Matching or Safe-Harbor Profit Sharing Component, or the
Employer Safe-Harbor Pension Component, will be the first day of each Plan Year
and the first day of the seventh month of each Plan Year.

The Entry Date for a Prevailing Wage Component will be the date on which
the Employee begins service on the project and in the job category for which
contributions are made under such Component.

2.28 ERISA - means the Employee Retirement Income Security Act of 1974, as
from time to time amended.

2.29 Forfeiture - means the non-vested portion of an Employer Contribution
Account that is forfeited by the Participant as a result of a period of five or
more consecutive one-year Breaks in Service or a distribution of his/her
Benefit, or any other amount treated as a Forfeiture under the terms of the
Plan.

2.30 Funding Agent - means a Trustee or Custodian, or the issuer of an
Annuity Funding Contract.

2.31 Funding Agreement - means a Trust Agreement or Custodial Agreement,
or the policy or contract that reflects an Annuity Funding Contract.

2.32 Funding Vehicle - means a Trust Fund, Custodial Account, or Annuity
Funding Contract.

2.33 Hardship - means that an individual faces an immediate financial
hardship for one of the reasons specified in the Adoption Agreement.

2.34 Highly Compensated Employee - means an Employee described as such in
Code ss. 414(q)(1)(B); generally, any Employee who performs services for any
Controlled Group Member during the Plan Year and who satisfies one of the
following conditions:

(a) More Than Five Percent Owners. The Employee was a more than five
percent owner (as defined in Code ss. 414(q)(2)) at any time during the
Plan Year or the twelve-consecutive-month period preceding the Plan Year,
or was the spouse, child, parent or grandparent of such an owner to whom
the owner's stock is attributed pursuant to Code ss. 318 (regardless of
the compensation of the owner or family member); or

(b) Highly-Paid Employees. The Employee had compensation for the
look-back period in excess of $80,000 (as adjusted under Code ss. 414(q))
for the look-back period and, if so specified in the Adoption Agreement,
was in the top-paid group for the look-back period.

The "compensation" of an Employee for this purpose means his/her
Plan Compensation but determined without regard to any exclusions
specified in the Adoption Agreement and without regard to the limit
imposed on Plan Compensation under Code ss. 401(a)(17).

The "look-back period" for this purpose is the
twelve-consecutive-month period preceding the Plan Year or, if so
specified in the Adoption Agreement, the calendar year ending within the
Plan Year (this election is available only if the Plan Year is other than
the calendar year).

The "top-paid group" for this purpose is the top 20% of Employees
who performed services for any Controlled Group Member during the
look-back period, when ranked on the basis of compensation for the
look-back period. In determining the number of Employees who performed
services for any Controlled Group Member, the following Employees will be
disregarded: (i) Employees who have completed less than six months of
service by the end of the look-back period (including service completed
prior to the look-back period), (ii) Employees who normally work less than
17 1/2 hours per week, (iii) Employees who normally work less than six
months during any year, (iv) Employees who have not attained age 21 by the
end of the look-back period, (v) Employees who are non-resident aliens and
who receive no earned income (within the meaning of section 911(d)(2))
from any Controlled Group Member that constitutes income from sources
within the United States (within the meaning of Code ss. 861(a)(3)), and
(vi) Collective Bargaining Employees if 90% or more of Employees are
Collective Bargaining Employees and the Plan covers only Employees who are
not Collective Bargaining Employees. The Plan Administrator may elect to
modify the exclusions set forth above by substituting a shorter period of
service in (i), (ii) or (iii), or a lower age in (iv), and/or may elect
not to apply the exclusion in (vi), for purposes of determining the
top-paid group provided that such election is applied on a uniform and
consistent basis.

This definition of Highly Compensated Employee will apply with respect to
any Plan Year beginning on or after January 1, 1997. However, in determining
whether an Employee is a Highly Compensated Employee for the first Plan Year
beginning on or after January 1, 1997, this definition will be deemed to have
been in effect for prior Plan Years.

2.35 Highly Compensated Former Employee - means a former Employee who is
defined as such in accordance with Temp. Treas. Reg. ss. 1.414(q)-1T (A-4),
Notice 97-45 and subsequent guidance issued by the Internal Revenue Service.

2.36 Hour of Service - means:

(a) Hours for Work Periods. Each hour for which the Employee is
paid, or entitled to payment, for the performance of services for any
Controlled Group Member.

(b) Hours for Non-Work Periods. Each hour for which the Employee is
paid, or entitled to payment, by any Controlled Group Member on account of
a period of time during which no services 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, including the hours for which pay is
provided in lieu of notice of termination. However, no more than 501 Hours
of Service will be credited on account of any single continuous period
during which the Employee performs no services, whether or not such period
occurs in a single computation period. Hours of Service will not be
credited under this subsection with respect to payments made under a plan
maintained solely for the purpose of complying with applicable worker's
compensation, unemployment compensation, or disability insurance laws or
made solely to reimburse the Employee for medical or medically related
expenses incurred by the Employee.

(c) Back Pay Awards. Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by any Controlled
Group Member. Such hours will be credited to the computation period or
periods to which the award or agreement pertains rather than the
computation period in which the award, agreement or payment is made.
However, no more than 501 Hours of Service will be credited for payments
of back pay, to the extent that such back pay is agreed to or awarded for
a period of time during

which the Employee did not or would not have performed services for any
Controlled Group Member.

(d) Leased Employees. Each hour that must be recognized under Code
ss. 414(n) for services prior to becoming a Leased Employee or services
that must be recognized under Code ss. 414(o).

In lieu of counting the actual number of Hours of Service with respect to
a computation period, Hours of Service will be determined using any
equivalencies specified in the Adoption Agreement.

Hours for which credit is received under this subsection will be counted
and credited pursuant to DOL Reg. ss. 2530.200b-2. The Plan Administrator may
round up the number of Hours of Service at the end of each computation period
(or more frequently) to the next highest 10 or 100 as long as a uniform practice
is followed with respect to all Employees.

2.37 Inactive Participant - means an Employee or former Employee who is
not an Active Participant but who has a Benefit remaining under the Plan.

2.38 Integration Level - means the amount specified as such in the
Adoption Agreement (if an integrated formula is specified in the Adoption
Agreement).

In the case of an Employer Regular Profit Sharing Contribution, or an
Employer Regular Pension Contribution, made for a short Plan Year, the
Integration Level used for purposes of determining or allocating such
contribution will equal the otherwise applicable Integration Level multiplied by
a fraction, the numerator of which is the number of months (full or partial) in
the Plan Year and the denominator of which is 12.

2.39 Investment Manager - means any Person defined as such under ERISA ss.
3(38); generally, any fiduciary (other than a Funding Agent ):

(a) Who has the power to manage, acquire, or dispose of any Plan
Asset;

(b) Who (i) is registered as an investment adviser under the
Investment Advisers Act of 1940; (ii) is not registered as an investment
adviser by reason of paragraph (1) of section 203A(a) of such Act, is
registered as an investment adviser under the laws of the State in which
it maintains its principal office and place of business, and, at the time
the fiduciary last filed the registration form with such State in order to
maintain the fiduciary's registration under the laws of such State, also
filed a copy of such form with the Secretary of Labor; (iii) is a bank, as
defined in that Act; or (iv) is an insurance company qualified to perform
services described in paragraph (1) under the laws of more than one State;
and

2.40 Lead Employer - means the entity specified as such in the Adoption
Agreement.

2.41 Leased Employee - means an individual identified as such in Code ss.
414(n); generally, any individual who is not otherwise an Employee and who
pursuant to an agreement between the recipient and a leasing organization (which
may be the individual acting on his/her own behalf) has performed services for
the recipient (or for the recipient and related persons determined in accordance
with Code ss. 414(n)(6)) on a substantially full-time basis for a period of at
least one year and such services are performed under the primary direction or
control of the recipient.

This definition of Leased Employee will apply with respect to any Plan
Year beginning on or after January 1, 1997.

2.42 Match Eligible Contribution - means an Employee Pre-Tax and/or
After-Tax Contribution, as specified in the Adoption Agreement as being eligible
for Employer Safe-Harbor Matching or Regular Matching Contributions.

2.43 Matching Contribution Period - means the period specified as such in
the Adoption Agreement. However, if the Plan provides for variable Employer
Regular Matching Contributions (to be determined on a discretionary basis or by
reference to Net Profits), or if the Plan provides for fixed Employer Regular
Matching Contributions based on years of credited service or fixed Employer
Matching Contributions contingent on Net Profits, then the Matching Contribution
Period for any such Employer Regular Matching Contribution is the Plan Year.

2.44 Named Fiduciary - means:

(a) The Lead Employer;

(b) Any Investment Manager;

(c) Any Participant or Beneficiary to the extent he/she has the
power over voting or buy/sell decisions with respect to Qualifying
Employer Securities and/or Predecessor Employer Securities, or to the
extent he/she has investment control with respect to his/her Contribution
Accounts and he/she is not relieved of fiduciary status under ERISA ss.
404(c) (and the regulations thereunder); and

(d) Any Person designated as such by the Lead Employer.

A Named Fiduciary is such only with respect to, and to the extent of, the
discretionary authority delegated to the Named Fiduciary.

2.45 Net Profits - means the earnings and profits of the Participating
Employers determined according to generally accepted accounting principles
("GAAP") or such other method as may be specified in the Adoption Agreement, but
before any contributions to the Plan (or any other qualified plan) and, in the
case of a corporation, before any deduction for income taxes (Federal or State).
If a Participating Employer is a nonprofit or not-for-profit organization, "Net
Profits" means excess revenues (excess of receipts over expenditures).

2.46 Non-Highly Compensated Employee - means an Employee who is not a
Highly Compensated Employee.

2.47 Normal Retirement Age - means the age specified as such in the
Adoption Agreement, or the date on which the Employee has satisfied the age and
participation requirements specified in the Adoption Agreement. However, if any
Participating Employer enforces a mandatory retirement age, the Normal
Retirement Age will not be later than the mandatory retirement age of any
Participating Employer.

2.48 Owner-Employee - means a sole proprietor or any partner who owns more
than 10% of either the capital interest or the profits interest in a Controlled
Group Member.

2.49 Participant - means an Active Participant or an Inactive Participant.

2.50 Participating Employer - means any Controlled Group Member (including
the Lead Employer) specified as such in the Adoption Agreement and which has
adopted the Adoption Agreement.

2.51 Pending Allocation Account - means an account established under the
Plan, but not attributable to any Participant.

2.52 Person - means an individual, committee of individuals, partnership,
limited liability partnership, joint venture, corporation, limited liability
corporation, mutual company, joint-stock company, non-profit or not-for-profit
organization, trust, estate, unincorporated organization, association or
employee organization, or other legally recognized entity.

2.53 Plan - means the defined contribution plan set forth herein
(including the Adoption Agreement and Funding Agreements) as adopted by the
Participating Employers and as amended from time to time.

2.54 Plan Administrator - means the Person specified as such in the
Adoption Agreement.

2.55 Plan Asset - means any asset held under any Funding Vehicle. "Plan
Assets" means the sum total of all assets held under all Funding Vehicles.

2.56 Plan Compensation - means the following:

(a) Common-Law Employees. In the case of a common-law employee,
compensation determined under whichever of the following definitions is
specified in the Adoption Agreement:

(1) 415(c)(3) Compensation - means earned income, wages,
salaries, fees for professional services and other amounts received
(without regard to whether an amount is paid in cash) for personal
services actually rendered in the course of employment with the
Participating Employers to the extent that the amounts are
includible in gross income (including, but not limited to, overtime
pay, commission paid sales persons, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums,
tips, bonuses, fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan as described in Treas. Reg.
ss. 1.62-2(c)), and excludes the following:

(A) Any employer contributions to a non-qualified plan
of deferred compensation which are not includible in gross
income for the taxable year in which contributed, employer
contributions under a simplified employee pension plan to the
extent such contributions are deductible by the Participant,
or any contributions to or distributions from a plan of
deferred compensation. Amounts received by a Participant
pursuant to an unfunded plan of deferred compensation will not
be included in Plan Compensation.

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

(D) Any other amounts which receive special tax
benefits, or contributions made by a Participating Employer
(other than contributions under a salary reduction agreement)
towards the purchase of an annuity contract described in Code
ss. 403(b) (whether or not the contributions are actually
excludable from the gross income of the Participant).

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

(3) Form W-2 Wages - means wages within the meaning of Code
ss. 3401(a) and all other payments of compensation to a Participant
by a Participating Employer in the course of the trade or business
of the Participating Employer for which the Participating Employer
is required to furnish the Participant a written statement under
Code ss.ss. 6041(d) and 6051(a)(3). This compensation must be
determined without regard to any rules under Code ss. 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 ss. 3401(a)(2)).

Plan Compensation under each of the above definitions includes
Elective Deferrals, elective contributions under a cafeteria plan
described in Code ss. 125, and employee contributions (under a
governmental plan) described in Code ss. 414(h)(2) that are picked up by
the employing unit and thus treated as employer contributions, and
effective for Plan Years beginning on or after January 1, 2000, amounts
that are excluded from income as a qualified transportation fringe under
Code ss. 132(f)(4).

(b) Self-Employed Individuals. In the case of a Self-Employed
Individual, Earned Income.

(c) Leased Employee. In the case of a Leased Employee, an amount
equal to the amount paid by the leasing organization for services rendered
by the Leased Employee to the Participating Employers.

(d) Specific Exclusions and Inclusions. Plan Compensation does not
include any amounts that are specifically excluded under the Adoption
Agreement, even if such amounts would otherwise be included under
subsections (a), (b) or (c).

(e) Imputed Pay During Periods of Disability. If so specified in the
Adoption Agreement, Plan Compensation will be imputed to a Participant
during periods of total disability (as defined in Code ss. 22(e)(3)) for
the purposes of determining or allocating Employer Regular Profit Sharing
Contributions or Employer Regular Pension Contributions. The rate at which
Plan Compensation will be imputed is the rate of base pay of the
Participant immediately prior to the total disability. To the extent that
Plan Compensation is im-

puted to Highly Compensated Employees under this subsection, the
contributions must be imputed for a fixed and determinable period as
required under Code ss. 415(c)(3)(C).

(f) 401(a)(17) Limit. Plan Compensation does not include any amounts
in excess of the annual compensation limit in effect under Code ss.
401(a)(17); except that, this limit does not apply to Plan Compensation
against which a pay reduction or withholding agreement applies for
purposes of determining Employee Pre-Tax or After-Tax Contributions. The
annual compensation limit that will apply with respect to a determination
period is the annual compensation limit in effect for the calendar year in
which such determination period begins. If a determination period consists
of fewer than 12 months, the annual compensation limit that would
otherwise apply will be multiplied by a fraction, the numerator of which
is the number of months (full or partial) in the determination period and
the denominator of which is 12.

For Plan Years beginning on or after January 1, 1997, or such later
date as may be specified in the Adoption Agreement, the annual
compensation limit will be applied without regard to the family
aggregation rules that previously applied under Code ss. 401(a)(17)
whereby certain family members (i.e., a spouse and lineal descendents who
have not attained age 19) were aggregated with certain Highly Compensated
Employees and treated as one individual for purposes of applying the
annual compensation limit for the Plan Year.

2.57 Plan Compensation for the Plan Year - means the following:

(a) Employer Regular Matching, Regular Profit Sharing or Pension
Component. For purposes of the Employer Regular Matching and/or Regular
Profit Sharing Component, or the Employer Regular Pension Component, the
Plan Compensation actually paid during, and the Earned Income for, either
the determination period with respect to the Plan Year or that portion of
the determination period on and after the Participant's initial Entry Date
for the Component, as specified in the Adoption Agreement.

The "determination period" for this purposes is the period specified
as such in the Adoption Agreement.

(b) Other Components. For purposes of any other Component, the Plan
Compensation actually paid during, and the Earned Income for, that portion
of the Plan Year on and after the Participant's initial Entry Date for the
Component.

2.58 Plan Year - means the period specified as such in the Adoption
Agreement.

2.59 Predecessor Employer - means any entity for which prior service is
required to be recognized under Code ss. 414(a), or any other entity (including
a sole proprietorship) from which an individual became an Employee in connection
with an asset or stock acquisition by a Controlled Group Member, or otherwise.

2.60 Predecessor Employer Securities - means any stock that is issued by a
Predecessor Employer, that met the requirements of Code ss. 409(l) and ERISA ss.
407(d)(5) with respect to the Predecessor Employer and that has been transferred
to the Plan from a qualified plan maintained by the Predecessor Employer in
connection with a merger or account transfer involving the Plan (e.g., if a
location was purchased and account balances of affected employees were spun-off
from a plan of the Predecessor Employer and accepted into the Plan).

2.61 Qualifying Employer Securities - means any stock that is issued by
any Controlled Group Member and that meets the requirements of Code ss. 409(l)
and ERISA ss. 407(d)(5).

2.62 Required Beginning Date - means one of the following as specified in
the Adoption Agreement:

(a) The April 1 of the calendar year after the calendar year in
which the Participant attains age 70 1/2; or

(b) The April 1 of the calendar year after the later of:

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

(2) The calendar year in which the Participant has a
Termination of Service.

However, paragraph (2) does not apply to any Participant who is more
than a five-percent owner (as defined in Code ss. 416) with respect to the
Plan Year ending in the calendar year in which he/she attains age 70 1/2.

The definition of Required Beginning Date specified in the Adoption
Agreement will apply effective January 1, 1997, or such later date as may be
specified in the Adoption Agreement. However, notwithstanding the definition of
Required Beginning Date specified in the Adoption Agreement, or the effective
date of such definition, for purposes of determining whether a distribution is
an Eligible Rollover Distribution (and for such other purposes as may be
specified by the Internal Revenue Service), the Required Beginning Date will be
the date specified in paragraph (1) or (2) of subsection (b), as applicable
(taking into account that paragraph (2) does not apply to more than five-percent
owners), effective January 1, 1997.

2.63 Self-Employed Individual - means a sole proprietor or any partner who
has Earned Income with respect to any Controlled Group Member; also, a sole
proprietor or any partner who would have had Earned Income but for the fact that
the trade or business had no Net Profits for the taxable year.

2.64 Service - means eligibility and/or vesting service as determined
according to subsection (a) or (b) as specified in the Adoption Agreement:

(a) Hour Count Method. If the hour count method is specified in the
Adoption Agreement, an Employee will be credited with a year of Service
for each computation period in which he/she completes the number of Hours
of Service (not exceeding 1,000) specified in the Adoption Agreement.

(1) For purposes of determining eligibility to participate,
the first eligibility computation period is the
twelve-consecutive-month period starting on the Employee's Service
Commencement Date. Subsequent eligibility computation periods are
each twelve-consecutive-month period specified as such in the
Adoption Agreement starting after the Employee's Service
Commencement Date. The service credit will occur on either the last
day of each computation period, or the date during the computation
period on which the required number of Hours of Service have been
completed, as specified in the Adoption Agreement.

If it is specified in the Adoption Agreement that the
eligibility computation period is the Plan Year, the eligibility
computation periods are each twelve-consecutive-month period that
ends on the date specified in the Adoption Agreement as being the
last day of the Plan Year - that is, the eligibility computation
period will be determined without regard to any short Plan Year. If
the Plan Year is amended, the eligibility computation periods before
the amendment will be each twelve-consecutive-month period that ends
on the last day of the pre-amendment Plan Year, the
twelve-consecutive month period that ends on the last day of the
short Plan Year resulting from the amendment will be a special
eligibility computation period, and the eligibility computation
periods after the amendment will be each twelve-consecutive-month
period that ends on the last day of the post-amendment Plan Year.

(2) For purposes of determining vesting, the vesting
computation periods are each twelve-consecutive-month period
specified as such in the Adoption Agreement. If it is specified in
the Adoption Agreement that the vesting computation period is the
Plan Year, the vesting computation periods are each
twelve-consecutive-month period that ends on the date specified in
the Adoption Agreement as being the last day of the Plan Year - that
is, the vesting computation period will be determined without regard
to any short Plan Year. If the Plan Year is amended, the vesting
computation periods before the amendment will be each
twelve-consecutive-month period that ends on the last day of the
pre-amendment Plan Year, the twelve-consecutive month period that
ends on the last day of the short Plan Year resulting from the
amendment will be a special vesting computation period, and the
vesting computation periods after the amendment will be each
twelve-consecutive-month period that ends on the last day of the
post-amendment Plan Year.

In determining Service for vesting purposes, an Employee's
non-successive periods of Service and less than whole-year periods
of Service (whether or not consecutive) must be aggregated on the
basis that 12 months of Service or 365 days of Service equals a
whole year of Service.

(b) Elapsed Time Method. If the elapsed time method is specified in
the Adoption Agreement, an Employee's Service is equal to the aggregate
time elapsed between his/her Service Commencement Date and his/her most
recent Termination of Service (or any other date as of which a
determination is made), reduced by the period of any Break in Service,
further reduced by any period that would have been included in a Break in
Service but for the special rule that applies to maternity or paternity
absences in Sec. 2.8, and further reduced by any period that would have
been included in a Break in Service but for the special rule that applies
to qualified military service in Sec. 2.8, except to the extent that
service credit is required for such qualified military service under
subsection (d). Service under the elapsed time method will be measured in
days. To convert days into years:

(1) For purposes of determining eligibility to participate, 30
completed days equals one month, 91 completed days equals three
months, 182 completed days equals six months, and 365 completed days
equals one year.

(2) For purposes of determining vesting, either 365 completed
days equals one year, or 12 completed months equals one year, as
specified in the Adoption Agreement.

(c) Service with Predecessor Employer. Employment with a Predecessor
Employer that maintained the Plan (or a predecessor plan) will be treated
as Service to the extent so required by Code 414(a). Employment with a
Predecessor Employer that did not maintain the Plan (or a predecessor
plan) will be treated as Service as specified in the Adoption Agreement
(provided that all affected Employees will be treated uniformly and the
use of employment with the Predecessor Employer may not discriminate in
favor of Highly Compensated Employees). If an hour count method is used
under the Plan and if actual hours with the Predecessor Employer are not
available for an Employee, the equivalency method specified in the
Adoption Agreement will be used, or if an equivalency is not specified in
the Adoption Agreement, the Employee will be credited with 190 Hours of
Service for each month in which he/she was paid for at least one hour of
service with the Predecessor Employer. The service will be calculated from
the most recent date of hire with the Predecessor Employer, or from such
other date as may be specified in the Adoption Agreement.

(d) Military Service. Service credit with respect to qualified
military service will be provided in accordance with Code ss. 414(u).

This service credit provision will apply beginning on December 12,
1994.

(e) Transition From Hour Count to Elapsed Time Method. If an
Employee transfers his/her employment category from one in which the hour
count method is used to one in which the elapsed time method is used to
determine Service, or if the method of determining Service is changed from
an hour count method to an elapsed time method by an amendment to the
Plan, Service as of the last day of the computation period of the transfer
or amendment will be the sum of:

(1) The Service credited to the Employee under the hour count
method as of the last day of the computation period prior to the
computation period of the transfer or amendment; plus

(2) The greater of (i) the Service credited to the Employee
under the elapsed time method during the computation period of the
transfer or amendment, or (ii) the Service credited to the Employee
under the hour count method for the computation period through the
date of the transfer or amendment.

The date of an amendment for this purpose is the later of the
effective date or adoption date of the amendment.

A change from the hour count method to the elapsed time method of
measuring Service for purposes of vesting will be subject to Sec. 10.2(k).

(f) Transition from Elapsed Time to Hour Count Method. If an
Employee transfers his/her employment category from one in which the
elapsed time method is used to one in which the hour count method is used,
or if the method

of determining Service is changed from an elapsed time method to an hour
count method by an amendment to the Plan, Service as of the last day of
the computation period of the transfer or amendment will be the sum of:

(1) The Service credited to the Employee under the elapsed
time method as of the date of the transfer or amendment
(disregarding any fractional year of Service); plus

(2) The Service credited to the Employee under the hour count
method for the computation period of the transfer or amendment. For
this purpose, Hours of Service for the period from the first day of
the computation period through the date of the transfer or amendment
will be determined using the equivalency method specified in the
Adoption Agreement (even if such equivalency method does not
otherwise apply to such Employee), or if an equivalency is not
specified in the Adoption Agreement, using an equivalency of 190
Hours of Service for each month in which he/she has one Hour of
Service.

The date of an amendment for this purpose is the later of the
effective date or adoption date of the amendment.

A change from the elapsed time method to the hour count method of
measuring Service for purposes of vesting will be subject to Sec. 10.2(k).

2.65 Service Commencement Date - means the date on which an individual is
first credited with an Hour of Service as an Employee or, if earlier, the date
on which an Hour of Service is first recognized under Code ss. 414(n) for
service prior to becoming a Leased Employee, or first required to be recognized
under Code ss. 414(o).

If Sec. 3.3 provides that an individual is treated as a new hire following
a Break in Service, his/her new Service Commencement Date is the date on which
he/she is first credited with an Hour of Service after the Break in Service.

2.66 Sponsor of the Prototype - means the organization identified as such
in the Adoption Agreement.

2.67 Spouse - means the legal spouse of the Participant, except that a
former spouse will be treated as the Spouse to the extent provided under a
qualified domestic relations order (as defined in Code ss. 414(p)).

2.68 Surviving Spouse - means a Spouse who survives after the death of the
Participant.

2.69 Taxable Wage Base - means the maximum amount of earnings which may be
considered wages under Section 230 of the Social Security Act in effect on the
first day of the Plan Year (or other determination period under Sec. 2.57(a)).

2.70 Termination of Service - means the following:

(a) In the case of a common-law employee, resignation, discharge,
retirement, death, failure to return to work at the end of an authorized
leave of absence, or the happening of any other event or circumstance
which, under the policy of the employer as in effect from time to time,
results in the termination of the employer-employee relationship with
respect to all Controlled Group Members, provided that the individual's
status as an Employee does not otherwise continue under Sec. 2.22.

(b) In the case of a Self-Employed Individual, Leased Employee or
individual required to be treated as an employee under Code ss. 414(o),
the end of such status with respect to all Controlled Group Members,
provided that the individual's status as an Employee does not otherwise
continue under Sec. 2.22.

Notwithstanding the above, if the Plan is a profit sharing plan that
includes (or previously included) an Employee Pre-Tax Component, then solely for
purposes of determining whether a Participant who has a balance in an Employee
Pre-Tax Contribution Account is entitled to a distribution of his/her Benefit, a
Termination of Service will not have occurred unless he/she has had a
"separation from service" (within the meaning of Code ss. 401(k)(2)(B)) as
determined by the Plan Administrator, except as provided in Sec. 12.17.

2.71 Trust Agreement - means a trust agreement that creates a Funding
Vehicle for the Plan.

2.72 Trust Fund - means a fund created pursuant a Trust Agreement.

2.73 Trustee - means a trustee specified as such in the Adoption Agreement
either as a:

(a) Discretionary Trustee - that is, a trustee that has discretion
with respect to the management or investment of Plan Assets.

(b) Directed Trustee - that is, a trustee that is directed as to the
management and investment of Plan Assets by a Named Fiduciary or
Investment Manager.

2.74 Valuation Date - means each date on which any Plan Asset (including
any Mutual Fund, Pooled Investment Fund or Segregated Investment Portfolio) is
valued for purposes of the Plan.

- --------------------------------------------------------------------------------
ARTICLE III - PLAN PARTICIPATION
- --------------------------------------------------------------------------------

3.1 Start of Participation.

(a) Age and Service Requirements and Entry Dates. An Employee will
be eligible to become an Active Participant in a Component if:

(1) The Employee is in Covered Employment with respect to such
Component;

(2) The Employee has completed the Service specified in the
Adoption Agreement for such Component; and

(3) The Employee has attained the age specified in the
Adoption Agreement for such Component.

An Employee will actually become an Active Participant in a
Component on the Entry Date specified in the Adoption Agreement once
he/she has satisfied the age and service requirements for the Component,
provided that he/she is in Covered Employment on such Entry Date and, if
the Entry Date is retroactive to a date prior to the date on which he/she
satisfies the age and service requirements for the Component, further
provided that he/she is in Covered Employment on the date he/she satisfies
the age and service requirements for the Component.

(b) Change in Employment Status. If an Employee who is not in
Covered Employment enters Covered Em-

ployment with respect to a Component (by reason of a change in employment
classification, an amendment to the definition of Covered Employment, or
otherwise), he/she will become an Active Participant in such Component on
the date he/she enters Covered Employment provided he/she satisfies the
age and/or service requirements for such Component on the immediately
preceding Entry Date. Otherwise, on the Entry Date under subsection (a).

(c) Reemployment. If an Employee has a Termination of Service and
subsequently is reemployed in Covered Employment with respect to a
Component:

(1) If he/she was an Active Participant in such Component
prior to the earlier Termination of Service, he/she will again
become an Active Participant in such Component on the date he/she is
reemployed in Covered Employment, provided he/she satisfies the age
and service requirements on such date after taking into account the
Break in Service rules under Sec. 3.3.

(2) If he/she was not an Active Participant in such Component
prior to the earlier Termination of Service, he/she will become an
Active Participant in such Component on the date he/she is
reemployed in Covered Employment, provided he/she satisfies the age
and service requirements both on such date and on the immediately
preceding Entry Date after taking into account the Break in Service
rules under Sec. 3.3.

(3) If he/she does not become an Active Participant on the
date he/she is reemployed in Covered Employment under paragraph (1)
or (2), he/she will become an Active Participant in accordance with
subsection (a).

For purposes of determining whether an Employee satisfies the
service requirement on and after reemployment, his/her Service, and
his/her Service Commencement Date, will be determined after taking into
account the Break in Service rules under Sec. 3.3.

(d) Transfer from Predecessor Employer. The Lead Employer may
establish a special Entry Date for purposes of determining participation
in one or more Components by Employees who are employed with a Controlled
Group Member when it becomes a Participating Employer or by those
individuals who become Employees of a Participating Employer from a
Predecessor Employer.

(e) Amendment or Restatement. If the Plan is amended and the age
and/or service requirements are changed, an Active Participant in a
Component immediately prior to the date of the amendment will be deemed to
have satisfied the age and service requirements in effect after the
amendment for such Component -- that is, a change in the age and/or
service requirements will not result in loss of status as an Active
Participant.

If the Plan is amended and the Entry Date is changed (including any
change in the Entry Date resulting from a change in the Plan Year), an
Active Participant in a Component immediately prior to the date of the
amendment will be deemed to have reached the Entry Date for such Component
-- that is, a change in the Entry Date will not result in loss of status
as an Active Participant. Further, if a change in the Entry Date would
otherwise result in the delay of the initial entry of any Employee to a
date beyond the latest entry permitted under Code ss. 410(a)(1), the
change in the Entry Date will not apply to such Employee.

The date of an amendment for this purpose is the later of the
effective date or adoption date of the amendment.

(f) Waiver of Age or Service Requirements and Special Entry Dates
for New or Amended Plans. If so specified in the Adoption Agreement, an
Employee who is in Covered Employment with respect to a Component on the
Original Effective Date, or on the Special Effective Date for such
Component, or on such other date as is specified in the Adoption
Agreement, will become an Active Participant in such Component as of such
date even if he/she has not satisfied the age and/or service requirements
as of such date, as specified in the Adoption Agreement. Such date will be
an Entry Date with respect to such Component.

If the first Plan Year is a short Plan Year, then the Original
Effective Date will be an Entry Date with respect to each Component.
Further, if it is specified in the Adoption Agreement that the Entry Dates
for any Component are determined by reference to the Plan Year (e.g., the
first day, and the first day of the seventh month, of the Plan Year), then
the subsequent Entry Dates for the first Plan Year will be the dates that
would have been Entry Dates had the first Plan Year not been a short Plan
Year, but instead had been the twelve-consecutive-month period ending on
the last day of the short Plan Year.

3.2 Duration of Participation. An Active Participant in a Component will
continue as such for so long as he/she remains in Covered Employment with
respect to such Component. When a Participant ceases to be an Active Participant
in all Components, he/she will become an Inactive Participant, and will continue
as such until he/she dies, receives full payment of his/her Benefit or again
becomes an Active Participant in any Component.

3.3 Break in Service Rules for Participation. The following rules will
apply for purposes of determining the Service of an Employee following a Break
in Service:

(a) Service Requirement Greater Than One Year. If more than one year
(or twelve months) of Service is required to become an Active Participant
in the Employer Regular Matching or Regular Profit Sharing Component, or
in the Employer Regular Pension Component, an Employee who incurs a Break
in Service before he/she has completed the Service required to become an
Active Participant in such Component will be treated as a new hire (with a
new Service Commencement Date) on the date he/she again performs an Hour
of Service after the Break in Service. In such case, Service prior to the
Break in Service will be disregarded for purposes of determining
eligibility to participate in such Component.

(b) Breaks in Service of Five or More Years - Non-Vested
Participants. If so specified in the Adoption Agreement, in the case of a
Participant who had no vested interest in his/her Account prior to a
period of five or more consecutive one-year Breaks in Service (other than
a vested interest in an Employee After-Tax, Deductible, Forfeiture
Restoration or Rollover Contribution Account), Service prior to such a
period of Breaks in Service will be disregarded for eligibility and
vesting purposes after a subsequent return to active employment with any
Controlled Group Member. If Service prior to the period of Breaks in
Service is disre-

garded, the Employee will be treated as a new hire (with a new Service
Commencement Date) on the date he/she again performs an Hour of Service
after the period of Breaks in Service.

(c) Suspension of Service Credit. If so specified in the Adoption
Agreement, all years of Service prior to a Break in Service will be
disregarded for purposes of determining whether an Employee is eligible to
participate in the Employer Regular Matching or Regular Profit Sharing
Component, or in the Employer Regular Pension Component, until the
Participant completes one year of Service following such Break in Service.
Except as provided in subsection (b), once an Employee has completed a
year of Service following a Break in Service, Service prior to the Break
in Service will be retroactively restored to the Employee for purposes of
determining eligibility to participate in such Component.

3.4 Special Rules for Certain Components.

(a) Employee After-Tax Component. If the Plan is a profit sharing
plan, an Employee will become an Active Participant in an Employee
After-Tax Component on the date he/she becomes an Active Participant in
either the Employee Pre-Tax Component, or the Employer Regular Matching or
Regular Profit Sharing Component, as specified in the Adoption Agreement.
However, if the Entry Date for such Component is retroactive to a date
prior to the date on which the age and service requirements are satisfied,
an Employee will become an Active Participant in the Employee After-Tax
Component on the date he/she satisfies the age and service requirements.

If the Plan is a money purchase pension plan, an Employee will
become an Active Participant in an Employee After-Tax Component on the
date he/she becomes an Active Participant in the Employer Regular Pension
Component, or in the Employer Safe-Harbor Pension Component if the Plan
does not include an Employer Regular Pension Component. However, if the
Entry Date for an Employer Regular Pension Component is retroactive to a
date prior to the date on which the age and service requirements are
satisfied, an Employee will become an Active Participant in the Employee
After-Tax Component on the date he/she satisfies the age and service
requirements.

(b) Employer Safe-Harbor Matching and Safe-Harbor Profit Sharing
Component, or Employer Safe-Harbor Pension Component. An Employee will
become an Active Participant in an Employer Safe-Harbor Matching and/or
Safe-Harbor Profit Sharing Component, or an Employer Safe-Harbor Pension
Component, on the date he/she becomes an Active Participant in the
Employee Pre-Tax Component. However, if so specified in the Adoption
Agreement, an age and service requirement may be imposed on participation
in the Employer Safe-Harbor Matching and/or Safe-Harbor Profit Sharing
Component, or the Employer Safe-Harbor Pension Component, and no age or
service requirement (or a lesser age or service requirement) may be
imposed on participation in the Employee Pre-Tax Component. In such case,
an Employee will become an Active Participant in the Employer Safe-Harbor
Matching and/or Safe-Harbor Profit Sharing Component, or the Employer
Safe-Harbor Pension Component, on the Entry Date after he/she has
satisfied the age and service requirements for such Component.

(c) Employer Qualified Matching and Qualified Profit Sharing
Components. An Employee will become an Active Participant in an Employer
Qualified Matching and/or Qualified Profit Sharing Component on the date
he/she becomes an Active Participant in either the Employee Pre-Tax
Component or Employer Regular Matching Component.

(d) Employer Prevailing Wage Component. An Employee in Covered
Employment with respect to the Prevailing Wage Component will be an Active
Participant in such Component -- that is, there are no age and service
requirements imposed on participation in the Employer Prevailing Wage
Component.

3.5 Election Not to Participate. If so specified in the Adoption
Agreement, an Employee may elect not to participate in the Plan, subject to such
rules as may be specified in the Adoption Agreement. An election not to
participate is effective as of the Employee's Initial Entry Date, is
irrevocable, and applies to all Components. If an Employee is a Self-Employed
Individual, his/her election (except as permitted by Treasury regulations
without creating a Code ss. 401(k) arrangement with respect to that
Self-Employed Individual) must be effective no later than the date he/she first
would become an Active Participant in the Plan and the election is irrevocable.

An election not to participate does not entitle a Participant to a
distribution from the Plan.

If the Plan is amended to remove an option previously provided whereby a
Participant could elect not to participate in the Plan, any election made prior
to the removal of such option will continue in effect in accordance with its
terms -- that is, if such an election was irrevocable, it will remain
irrevocable after the amendment, or if the election could be revoked after a
stated period, it may be revoked after such period. However, once revoked, an
election not to participate cannot be reinstated.

- --------------------------------------------------------------------------------
ARTICLE IV - EMPLOYEE CONTRIBUTIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SEC. 4.1 applies only if the plan is a profit sharing plan.

4.1 Pre-Tax Contributions. If so specified in the Adoption Agreement,
Employee Pre-Tax Contributions will be allowed as follows:

(a) Pay Reduction Contributions. An Active Participant in the
Employee Pre-Tax Component may elect to have his/her Plan Compensation
reduced by such amount as he/she may designate, subject to such minimum
and maximum as may be specified in the Adoption Agreement, with such
amount to be contributed to the Plan as an Employee Pre-Tax Contribution.

An election hereunder is subject to the following:

(1) An election (or amendment of an election) may only be made
pursuant to a pay reduction agreement. The agreement will be made in such
manner and in accordance with such rules as will be prescribed for this
purpose by the Plan Administrator (including by means of voice response or
other electronic media under circumstances authorized by the Plan
Administrator).

(2) An election (or amendment of an election) may not be made
retroactively; it will apply only to Plan Compensation which becomes
payable after the election (or amendment) is made by the Participant.

(3) An election may be effective as soon as administratively
practicable after the date on which an Employee becomes or again becomes
an Active Participant in the Employee Pre-Tax Component or as soon as
administratively practicable after any subsequent date specified in the
Adoption Agreement. An election must be made by such deadline in advance
of the effective date as will be prescribed by the Plan Administrator.
Regardless of the elections in the Adoption Agreement, the Plan
Administrator in its sole discretion may designate a period following the
date on which an Employee becomes or again becomes an Active Participant
in the Employee Pre-Tax Component during which the Participant may make an
election to be effective as soon as administratively practicable following
the date on which it is made.

(4) An election will remain in effect until the Participant files a
subsequent election modifying or discontinuing his/her pay reductions,
subject to the exception for withdrawals for Hardship under Sec. 11.2(b).
An election may be amended to increase or decrease the pay reduction rate
or to discontinue pay reductions effective as soon as administratively
practicable after any date specified in the Adoption Agreement.

In the event of a withdrawal for Hardship under Sec. 11.2(b), the
rules set forth in that section will apply to determine the timing of
election reinstatements.

(5) With respect to a Self-Employed Individual, an election may be
applied to a distribution of Earned Income, or to a draw against Earned
Income, or to any other amount or in any other manner that the Plan
Administrator deems to be appropriate and consistent with the Code.

(6) With respect to a Leased Employee, an election may be applied
against any payment made by a Participating Employer to the leasing
organization, or to any other amount or in any other manner that the Plan
Administrator deems to be appropriate and consistent with the Code.

Any minimums or maximums imposed on pay reductions will generally be
applied to Plan Compensation payable for each payroll period within the
Plan Year. However, if so specified in the Adoption Agreement, and subject
to the limits specified therein, an Active Participant will be permitted
to amend an election, to be effective as soon as administratively
practicable after the election is made, to increase the pay reduction rate
above the maximum otherwise imposed for a payroll period to account for
pay reductions at less than the maximum for prior payroll periods during
the Plan Year. In such case, pay reductions for the Plan Year will not
exceed the maximum otherwise specified in the Adoption Agreement when
applied to Plan Compensation for the Plan Year. An election hereunder may
be limited to the final month or quarter of the Plan Year, if so specified
in the Adoption Agreement.

(b) Automatic Enrollment. If so specified in the Adoption Agreement,
a Participant will be deemed to have made an election under subsection (a)
upon his/her initial entry into the Employee Pre-Tax Component provided
that the Plan Administrator has given the Participant a notice that
explains the automatic enrollment and his/her right to have a different
rate of pay reduction (or no pay reduction), including an explanation of
the procedure for exercising that right and the timing for implementation
of any such election, and further provided that the Participant is given a
reasonable period thereafter to elect to have a different rate of pay
reduction (or no pay reduction). If so specified in the Adoption
Agreement, each Active Participant in the Employee Pre-Tax Component as of
the date specified in the Adoption Agreement will similarly be deemed to
have made an election hereunder as of the date so specified, subject to
the notice and election provisions above, and such limitations as may be
imposed in the Adoption Agreement.

(c) Cash or Deferred Contributions. If so specified in the Adoption
Agreement, an Active Participant in the Employee Pre-Tax Component may
elect to have all or a portion of a designated payment either paid to
him/her in cash or contributed as an Employee Pre-Tax Contribution,
subject to such maximum as may be specified in the Adoption Agreement.

A "designated payment" for this purpose is any cash amount which is
specified in the Adoption Agreement as being subject to this cash or
deferred option.

An election hereunder is subject to the following rules:

(1) An election may only be made pursuant to a cash or
deferred agreement. The agreement will be made in such manner and in
accordance with such rules as will be prescribed for this purpose by
the Plan Administrator (including by means of voice response or
other electronic media under circumstances authorized by the Plan
Administrator). An election must be made by such deadline in advance
of the payment date for the designated payment as will be prescribed
by the Plan Administrator, and will be irrevocable after such filing
deadline. If the designated payments are recurring, the Plan
Administrator may, by written action filed with the records of the
Plan, provide that an election will continue to apply to all future
designated payments until modified or revoked by the Participant.

(2) A pay reduction agreement under subsection (a), will not
apply to a designated payment which is subject to a cash or deferred
option (whether or not the Participant elects to defer any portion
of the designated payment into the Plan).

(3) The Employee Pre-Tax Contributions resulting from
designated payments being deferred into the Plan will be eligible
for any Employer Safe-Harbor Matching Contribution, but will be
included as Match Eligible Contributions for purposes of any
Employer Regular Matching Contribution only if so specified in the
Adoption Agreement.

(d) Discontinuance Upon Hardship or Loss of Active Participant
Status. Employee Pre-Tax Contributions be ing made on behalf of a
Participant will cease (and his/her pay reduction agreement or cash or
deferred agreement will

be deemed to have been revoked) on or as soon as administratively
practicable after a withdrawal for Hardship under Sec. 11.2(b) or the loss
of status as an Active Participant in the Employee Pre-Tax Component.

(e) Tax Law Limit. Employee Pre-Tax Contributions made on behalf of
a Participant for any taxable year of the Participant, together with
his/her Elective Deferrals under all other plans maintained by any
Controlled Group Member, may not exceed the limit in effect at the
beginning of such taxable year under Code ss. 402(g), and the Plan
Administrator will cause the Employee Pre-Tax Contribution to cease at the
point that limit is reached during such taxable year.

(f) Deposit of Contributions. Employee Pre-Tax Contributions made on
behalf of a Participant will be paid into a Funding Vehicle by the earlier
of:

(1) The earliest date such contributions can reasonably be
segregated from the employer's general assets; or

(2) The 15th business day of the month following the month
such amounts would have been paid in cash to the Participant.

(g) Integration Not Permitted. Employee Pre-Tax Contributions may
not be integrated with Social Security.

(h) Special Effective Date. A Special Effective Date will apply to
the Employee Pre-Tax Component if the Adoption Agreement that adds the
Employee Pre-Tax Component is adopted after the Original Effective Date or
Amendment Effective Date of such Adoption Agreement. Such Special
Effective Date will be the later of:

(1) The date on which the Adoption Agreement is adopted; or

(2) The Special Effective Date (if any) specified for this
purpose in the Adoption Agreement.

An election under subsection (a) or (b), and any limits applicable
to such an election, will apply solely to Plan Compensation or designated
payments payable after such Special Effective Date.

Regardless of the elections made in the Adoption Agreement, the Plan
Administrator in its sole discretion may limit the amount of Employee Pre-Tax
Contributions that any Active Participant may make during a Plan Year if the
Plan Administrator determines that the making of Employee Pre-Tax Contributions
has reduced (or may possibly reduce) the amount of other types of contributions
that can be allocated to the Participant for such Plan Year as a result of the
limits imposed under Code ss. 415, or as a result of the Actual Deferral
Percentage Test under Code ss. 401(k), or that such contributions themselves
would exceed such limits.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employee Pre-Tax Contribution Account.

4.2 After-Tax Contributions. If so specified in the Adoption Agreement,
Employee After-Tax Contributions will be either allowed or required as follows:

(a) Voluntary Payroll Withholding. If so specified in the Adoption
Agreement, an Active Participant in the Employee After-Tax Component may
elect to have amounts withheld from his/her Plan Compensation and
contributed to the Plan as an Employee After-Tax Contribution, subject to
such minimum and maximum as may be specified in the Adoption Agreement.

An election must be made in such manner and in accordance with such
rules as will be prescribed for this purpose by the Plan Administrator
(including by means of voice response or other electronic media under
circumstances authorized by the Plan Administrator). If Employee Pre-Tax
Contributions are allowed by pay reduction, an election to make Employee
After-Tax Contributions by means of payroll withholding will be subject to
the same procedural rules as apply to pay reduction agreements under Sec.
4.1(a).

(b) Mandatory Payroll Withholding - Thrift Plan Option. If so
specified in the Adoption Agreement, an Active Participant in the Employee
After-Tax Component will be required to have amounts withheld from his/her
Plan Compensation and contributed to the Plan as an Employee After-Tax
Contribution.

(c) Voluntary Direct Contributions. If so specified in the Adoption
Agreement, an Active Participant in the Employee After-Tax Component may
make Employee After-Tax Contributions by means other than payroll
withholding in such other manner as may be permitted by the Lead Employer
(including by means of personal check or electronic funds transfer under
circumstances authorized by the Lead Employer), subject to such maximum as
may be specified in the Adoption Agreement.

(d) Discontinuance Upon Hardship or Loss of Active Participant
Status. Employee After-Tax Contributions being made by a Participant will
cease as soon as administratively practicable after a withdrawal for
Hardship under Sec. 11.2(b) or the loss of status as an Active Participant
in the Employee After-Tax Component.

(e) Deposit of Contributions. Employee After-Tax Contributions being
made by a Participant and collected by a Participating Employer will be
paid into a Funding Vehicle by the earlier of:

(1) The earliest date such contributions can reasonably be
segregated from the employer's general assets; or

(2) The 15th business day of the month following the month
such amounts would have been paid in cash to the Participant (if
contributions are collected by pay withholding) or after such
amounts are received from the Participant by the Participating
Employer (if contributions are collected by check or other payment
from the Participant).

Regardless of the elections made in the Adoption Agreement, the Plan
Administrator in its sole discretion may limit the amount of Employee After-Tax
Contributions that any Active Participant may make during a Plan Year if the
Plan Administrator determines that the making of Employee After-Tax
Contributions has reduced (or may possibly reduce) the amount of other types of
contributions that can be allocated to the Participant for such Plan Year as a
result of the limits imposed under Code ss. 415, or as a result of the Actual
Contribution Percentage Test under Code ss. 401(m), or that such contributions
themselves would exceed such limits.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employee After-Tax Contribution Account.

4.3 Deductible Contributions. Employee Deductible Contributions may not be
made after April 15, 1986.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employee Deductible Contribution Account. Such Account will
share in gains and losses pursuant to the terms of Article VIII.

4.4 Forfeiture Restoration Contributions. If it is specified in the
Adoption Agreement that repayment of a prior distribution is required as a
condition to the reinstatement of the nonvested portion of a Contribution
Account that became a Forfeiture upon or after a prior Termination of Service,
then a Participant will be allowed to make such Employee Forfeiture Restoration
Contribution upon his/her subsequent return to employment in accordance with
Sec. 10.2(h). Any such repayment made from a "conduit" individual retirement
account that reflects the amount of the prior distribution will be on a
"pre-tax" basis, will be credited to the reinstated Contribution Account and
will be allowed regardless of whether the Plan otherwise includes an Employee
Rollover Component. Otherwise, any such repayment will be on an "after-tax"
basis, will be credited to an Employee Forfeiture Restoration Contribution
Account, and will be allowed regardless of whether the Plan otherwise includes
an Employee After-Tax Component.

A Participant will at all times have a fully vested and non-forfeitable
interest in his/her Employee Forfeiture Restoration Contribution Account.

4.5 Rollover Contributions. If so specified in the Adoption Agreement, an
Employee will be permitted to make an Employee Rollover Contribution. Employee
Rollover Contributions will be allowed only in such form as is specified in the
Adoption Agreement, and must be made in such manner and in accordance with such
rules as will be prescribed for this purpose by the Plan Administrator
(including by means of check or electronic funds transfer under circumstances
authorized by the Plan Administrator). An Employee will not become an Active
Participant in any Component merely as a result of an Employee Rollover
Contribution.

An "Employee Rollover Contribution" means a rollover contribution or
rollover amount from another qualified plan or "conduit" individual retirement
account described in Code ss. 401(a)(31), 402(c), 403(a)(4) or 408(d)(3), or an
elective transfer described in Treas. Reg. ss. 1.411(d)-4(Q&A-3), or any other
amount described in any other provision added to the Code which authorizes
rollover contributions to the Plan.

An Employee will at all times have a fully vested and nonforfeitable
interest in his/her Employee Rollover Contribution Account.

4.6 Controlled Group Transfers. An Active Participant will be permitted to
make a Controlled Group Transfer if such transfers are permitted on a uniform
and nondiscriminatory basis by the Lead Employer. Further, the Lead Employer in
its sole discretion may direct a Controlled Group Transfer on behalf of any
Employee who is in Covered Employment with respect to any Component. Controlled
Group Transfers will be allowed only in such form, in such manner and in
accordance with such rules as will be prescribed for this purpose by the Plan
Administrator (including by means of check or electronic funds transfer under
circumstances authorized by the Plan Administrator). An Employee will not become
an Active Participant in any Component merely as a result of a Controlled Group
Transfer.

A "Controlled Group Transfer" means a transfer of account balances and
assets from another qualified plan maintained by a Controlled Group Member to
the Plan, that is not an Employee Rollover Contribution.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Transfer Accounts.

- --------------------------------------------------------------------------------
ARTICLE V - EMPLOYER MATCHING CONTRIBUTIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ARTICLE V APPLIES ONLY IF THE PLAN IS A PROFIT SHARING PLAN. SEC. 5.1 APPLIES
ONLY IF THE PLAN IS DESIGNATED AS A SAFE-HARBOR PLAN IN THE ADOPTION AGREEMENT.

5.1 Safe-Harbor Matching Contributions. If so specified in the Adoption
Agreement, Employer Safe-Harbor Matching Contributions will be made on behalf of
each Active Participant in the Employer Safe-Harbor Matching Component during
the Plan Year in accordance with the schedule specified in the Adoption
Agreement. However, Employer Safe-Harbor Matching Contributions will not be made
with respect to refunded contributions described in Sec. 5.2(e) (and the
provisions of Sec. 5.2(e) will apply to Employer Safe Harbor Matching
Contributions in the same manner as such provisions apply or would apply to
Employer Regular Matching Contributions).

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employer Safe-Harbor Matching Contribution Account.

The Plan Administrator will provide the notice specified in Sec.
19.2(a)(3).

5.2 Regular Matching Contributions. If so specified in the Adoption
Agreement, Employer Regular Matching Contributions will be made as follows:

(a) Variable Contribution Formula. If a variable contribution
formula is specified in the Adoption Agreement (to be determined on a
discretionary basis or by reference to Net Profits), an Employer Regular
Matching Contribution made to the Plan for a Plan Year will be allocated
among the Active Participants in the Employer Regular Matching Component
who have satisfied the requirements specified in the Adoption Agreement.
If it is specified in the Adoption Agreement that a given number of Hours
of Service must be completed in order to receive an Employer Regular
Matching Contribution for a Plan Year, then in the event of a short Plan
Year, the Hours of Service requirement shall be applied to the twelve
consecutive months immediately preceding the last day of the short Plan
Year.

The Employer Regular Matching Contribution will be allocated in the
following manner:

(1) If the Employer Regular Matching Contribution is a discretionary
amount determined by written action taken prior to the start of the Plan
Year, the Employer Regular Matching Contribution for such Plan Year will
be allocated in such manner as is prescribed by the Lead Employer in the
written action authorizing the contribution. The Lead Employer will
determine in its sole discretion whether an Employer Regular Matching
Contribution will be made for each

Plan Year and, if made, the written action authorizing the contribution
will specify:

(A) The manner in which the Employer Regular Matching
Contribution is to be calculated from among the options
allowed for fixed contributions under the Adoption Agreement.

(B) The limits that apply on the amount of the Employer
Regular Matching Contributions that will be made on behalf of
each Participant.

(C) The periods for determining the Plan Compensation
and the amount of the Match Eligible Contributions on which
the Employer Regular Matching Contributions will be based,
and, if based on periods shorter than the Plan Year, whether
true-up contributions will be made in the manner described in
subsection (c).

(D) The length of the commitment period to continue such
contributions under the terms specified (and in the absence of
a specific duration, the commitment period will extend for the
Plan Year, but not beyond).

The Lead Employer may discontinue or modify its obligation by
written action taken during the Plan Year; provided that, the
discontinuance or modification may apply prospectively only, and may
not apply to shorten the commitment period specified in a prior
written action or otherwise applicable under subparagraph (D).

(2) If the Employer Regular Matching Contribution is a
discretionary amount determined by written action taken after the
start of the Plan Year, or by means other than written action, the
Employer Regular Matching Contribution for such Plan Year will be
allocated among the eligible Participants in the manner specified in
the Adoption Agreement. The Lead Employer will determine in its sole
discretion whether an Employer Regular Matching Contribution will be
made for each Plan Year and, if so, the amount to be contributed for
such Plan Year for allocation as an Employer Regular Matching
Contribution. Match Eligible Contributions made by a Participant in
excess of the maximum specified in the Adoption Agreement, and Match
Eligible Contributions described in subsection (e) will be
disregarded for purposes of allocating discretionary Employer
Regular Matching Contributions.

(b) Fixed Contribution Formula. If a fixed contribution formula is
specified in the Adoption Agreement, an Employer Regular Matching
Contribution will be made on behalf of each Active Participant in the
Employer Regular Matching Component who has satisfied the requirements
specified in the Adoption Agreement. If it is specified in the Adoption
Agreement that a given number of Hours of Service must be completed in
order to receive an Employer Regular Matching Contribution for a Plan
Year, then in the event of a short Plan Year, the Hours of Service
requirement shall be applied to the twelve consecutive months immediately
preceding the last day of the short Plan Year.

The amount of the Employer Regular Matching Contribution will be
determined according to the schedule specified in the Adoption Agreement.
If so specified in the Adoption Agreement, the Lead Employer may also
elect to make an additional Employer Regular Matching Contribution for a
Plan Year, to be allocated in the manner specified in the Adoption
Agreement.

If Employer Regular Matching Contributions are contingent on Net
Profits, and if Net Profits for a Plan Year are not sufficient to allow
for the Employer Regular Matching Contributions called for under the
schedule specified in the Adoption Agreement, the Employer Regular
Matching Contribution made on behalf of each eligible Participant for the
Plan Year will equal the total Employer Regular Matching Contributions
actually made to the Plan (if any) multiplied by a fraction, the numerator
of which is the Employer Regular Matching Contribution that otherwise
would have been made on behalf of the eligible Participant under the
schedule specified in the Adoption Agreement, and the denominator of which
is the total Employer Regular Matching Contributions that would have been
made on behalf of all eligible Participants under the schedule specified
in the Adoption Agreement.

If Employer Regular Matching Contributions under a fixed
contribution formula are made prior to all events having occurred which
entitle the Participants to such contribution, such contribution will be
held in a Pending Allocation Account until all events have occurred that
entitle the Participants to such contribution. The amount then allocated
to each eligible Participant will equal the balance of the Pending
Allocation Account multiplied by a fraction, the numerator of which is the
Employer Regular Matching Contribution called for under the fixed
contribution formula on behalf of such Participant, and the denominator of
which is the total Employer Regular Matching Contributions called for
under the fixed contribution formula on behalf of all eligible
Participants. If the Pending Allocation Account has suffered a investment
loss, additional Employer Regular Matching Contributions will be made as
necessary to insure that no eligible Participant receives less than the
amount called for under the fixed contribution formula.

(c) Matching Contribution Periods other than Plan Year and True-Up
Contributions. If the Matching Contribution Period is shorter than a Plan
Year and if so specified in the Adoption Agreement, Employer Regular
Matching Contributions will be recalculated by reference to the Match
Eligible Contributions and Plan Compensation for the Plan Year and
additional Employer Regular Matching Contributions will be made on this
basis with respect to eligible Participants specified in the Adoption
Agreement. Such additional "true-up" contributions may be made on a
payroll period, monthly, quarterly, semi-annual or annual basis as deemed
appropriate by the Lead Employer.

(d) Minimum/Maximum Contributions. Employer Regular Matching
Contributions for each Participant for each Plan Year will not be less
than the minimum amount (if any) or more than the maximum amount (if any)
specified in the Adoption Agreement.

(e) Disregard of Certain Employee Pre-Tax and After-Tax
Contributions. Employer Regular Matching Contributions will not be made or
allocated based on:

(1) Employee Pre-Tax Contributions refunded as Excess
Deferrals to comply with Code ss. 402(g);

(2) Employee Pre-Tax Contributions refunded or recharacterized
to comply with the Actual Deferral Percentage Test of Code ss.
401(k) (or the multiple use test);

(3) Employee After-Tax Contributions refunded to comply with
the Actual Contribution Percentage Test of Code ss. 401(m) (or the
multiple use test); or

(4) Employee Pre-Tax or After-Tax Contributions refunded to
comply with the Annual Addition limit of Codess. 415.

For purposes of determining the Employer Regular Matching
Contribution, the Employee Pre-Tax or After-Tax Contributions refunded
will be deemed to consist first of those contributions for the Plan Year
that were not Match Eligible Contributions. Thereafter, the ordering in
which any contributions are refunded will be determined at the direction
of the Plan Administrator either on a "last-in, first-out" basis, on a
"first-in, first-out" basis, on an averaging basis or on any other basis
that is deemed appropriate by the Plan Administrator.

If Employee Pre-Tax Contributions are recharacterized as Employee
After-Tax Contributions to comply with the Actual Deferral Percentage Test
of Code ss. 401(k), the Employee Pre-Tax Contributions so recharacterized
will be deemed to consist first of those contributions for the Plan Year
that were not Match Eligible Contributions. Thereafter, the ordering in
which contributions are recharacterized will be determined at the
direction of the Plan Administrator either on a "last-in,
first-recharacterized" basis, on a "first-in, first-recharacterized"
basis, on an averaging basis or on any other basis that is deemed
appropriate by the Plan Administrator. The Employer Regular Matching
Contribution (if any) with respect to such recharacterized amounts then
will be determined based upon the matching schedule for Employee After-Tax
Contributions.

Employer Regular Matching Contributions that are made before the
amount of the above refund or recharacterization is determined will be
treated as a Forfeiture in the Plan Year in which the refund or
recharacterization is made and will be applied in the same manner as
Forfeitures that occur with respect to Employer Regular Matching
Contribution Accounts. However, if Employer Regular Matching Contribution
Accounts are fully vested at all times and Forfeitures therefore do not
otherwise occur with respect to such Accounts, then any Forfeiture
hereunder will be applied in the manner directed by the Plan
Administrator. In the absence of direction from the Plan Administrator,
such amounts will be applied in the first manner of the following that
applies: applied in the same manner as Forfeitures that occur with respect
to Employer Regular Profit Sharing Contribution Accounts in the Plan Year
of the Forfeiture; applied as a credit against any fixed Employer
Contribution made after the Forfeiture; allocated as part of (or in the
same manner as) any variable Employer Contribution for the Plan Year of
the Forfeiture (first as a variable Employer Regular Matching
Contribution, then as a variable Employer Regular Profit Sharing
Contribution).

(f) Status as Employer Qualified Matching Contributions. If so
specified in the Adoption Agreement, Employer Regular Matching
Contributions may be treated as Employer Qualified Matching Contributions
for purposes of applying the Actual Deferral Percentage Test of Code ss.
401(k) for a Plan Year if Employer Regular Matching Contribution Accounts
are fully vested and nonforfeitable at all times and distributions
(including distributions for Hardship) are not available from such
Contribution Accounts prior to attainment of age 59 1/2, Termination of
Service or such other circumstances as may be permitted under Code ss.
401(k).

(g) Treatment of Forfeitures. A Pending Allocation Account that
reflects Forfeitures (if any) from Employer Regular Matching Contribution
Accounts may be applied to pay administrative expenses of the Plan if so
specified in the Adoption Agreement, and may be applied to restore prior
Forfeitures of reemployed Participants pursuant to Sec. 10.2(h). Any
amounts remaining after such use will be applied in the manner specified
in the Adoption Agreement. If such Pending Allocation Account is to be
credited against a fixed contribution of a particular type (e.g., fixed
Employer Safe-Harbor or Regular Matching Contributions, or fixed Employer
Safe-Harbor or Regular Profit Sharing Contributions), such Account will be
applied to reduce the fixed contribution of that type that would otherwise
have been made and will be treated as part of such contribution for
purposes of the Plan. If the amount available for credit against a fixed
contribution of a particular type exceeds the amount of the fixed
contribution of that type, the excess will be carried over and credited
against future fixed contributions of that type due in subsequent Plan
Years.

5.3 Qualified Matching Contributions. If so specified in the Adoption
Agreement, Employer Qualified Matching Contributions may be made to the Plan to
be allocated among the eligible Participants specified in the Adoption Agreement
in accordance with the method specified in the Adoption Agreement. However,
Employer Qualified Matching Contributions will not be made with respect to
refunded contributions described in Sec. 5.2(e) (and the provisions of Sec.
5.2(e) will apply to Employer Qualified Matching Contributions in the same
manner as such provisions apply or would apply to Employer Regular Matching
Contributions).

The Lead Employer will designate at the time of contribution whether an
Employer Qualified Matching Contribution is for the current Plan Year or prior
Plan Year. However, an Employer Qualified Matching Contribution made for a Plan
Year must be actually paid into the Funding Vehicle within twelve months
following the close of the applicable Plan Year.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employer Qualified Matching Contribution Account.

- --------------------------------------------------------------------------------
ARTICLE VI - EMPLOYER PROFIT SHARING CONTRIBUTIONS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ARTICLE VI APPLIES ONLY IF THE PLAN IS A PROFIT SHARING PLAN. SEC. 6.1 APPLIES
ONLY IF THE PLAN IS DESIGNATED AS A SAFE-HARBOR PLAN IN THE ADOPTION AGREEMENT.

6.1 Safe-Harbor Profit Sharing Contributions. If so specified in the
Adoption Agreement, an Employer Safe-Harbor Profit Sharing Contribution will be
made to the Plan on behalf of

each Active Participant in the Employer Safe-Harbor Profit Sharing Component
during the Plan Year in such percentage (not less than 3%) of Plan Compensation
for the Plan Year as is specified in the Adoption Agreement.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employer Safe-Harbor Profit Sharing Contribution Account.

The Plan Administrator will provide the notice specified in Sec.
19.2(a)(3).

6.2 Regular Profit Sharing Contributions. If so specified in the Adoption
Agreement, Employer Regular Profit Sharing Contributions will be made as
follows:

(a) Variable or Uniform Points Contribution Formula. If a variable
contribution formula is specified in the Adoption Agreement (to be
determined on a discretionary basis or by reference to Net Profits), or if
a uniform points contribution formula is specified in the Adoption
Agreement, an Employer Regular Profit Sharing Contribution made for a Plan
Year will be allocated among the Active Participants in the Employer
Regular Profit Sharing Component at any time during the Plan Year who have
satisfied the requirements specified in the Adoption Agreement. If it is
specified in the Adoption Agreement that a given number of Hours of
Service must be completed in order to receive an Employer Regular Profit
Sharing Contribution for a Plan Year, then in the event of a short Plan
Year, the Hours of Service requirement shall be applied to the twelve
consecutive months immediately preceding the last day of the short Plan
Year.

The Employer Regular Profit Sharing Contribution will be allocated
in the following manner:

(1) Nonintegrated Allocation Formula. If a non-integrated
allocation formula is specified in the Adoption Agreement, the
allocation will be made among the eligible Participants either as an
equal dollar amount to all eligible Participants (subject to the
limits under Code ss. 415 as implemented under the Plan) or in the
proportion that the Plan Compensation for the Plan Year of each
eligible Participant bears to the total Plan Compensation for the
Plan Year of all eligible Participants, as specified in the Adoption
Agreement.

(2) Integrated Allocation Formula. If an integrated allocation
formula is specified in the Adoption Agreement, the allocation will
be made among the eligible Participants using either the two-step,
three step, or four-step allocation formula as specified in the
Adoption Agreement as follows:

(A) Two-Step Allocation Formula:

(i) Step One: Allocations will first be made to
the eligible Participants in the proportion that the
Plan Compensation for the Plan Year plus Plan
Compensation for the Plan Year in excess of the
Integration Level of each eligible Participant bears to
the total of such amounts for all eligible Participants.
However, allocations under this step one will cease when
the total amount allocated to each eligible Participant
equals the sum of (A) the maximum percentage (specified
in the table below) multiplied by his/her Plan
Compensation for the Plan Year, plus (B) the maximum
percentage multiplied by his/her Plan Compensation for
the Plan Year in excess of the Integration Level.

(ii) Step Two: Any amount remaining to be
allocated will then be allocated among all eligible
Participants in the proportion that the Plan
Compensation for the Plan Year of each eligible
Participant bears to the total Plan Compensation for the
Plan Year of all eligible Participants.

(B) Three-Step Allocation Formula:

(i) Step One: Allocations will first be made to
the eligible Participants in the proportion that the
Plan Compensation for the Plan Year of each eligible
Participant bears to the total Plan Compensation for the
Plan Year of all eligible Participants. However,
allocations under this step one will cease when the
total amount allocated to each eligible Participant
equals the maximum percentage (specified in the table
below) multiplied by his/her Plan Compensation for the
Plan Year.

(ii) Step Two: Allocations will then be made to
the eligible Participants in the proportion that the
Plan Compensation for the Plan Year in excess of the
Integration Level of each eligible Participant bears to
the total of such amount for all eligible Participants.
However, allocations under this step two will cease when
the total amount allocated to each eligible Participant
equals the maximum percentage (specified in the table
below) multiplied by his/her Plan Compensation for the
Plan Year in excess of the Integration Level.

(iii)Step Three: Any amount remaining to be
allocated will then be allocated to all eligible
Participants in the proportion that the Plan
Compensation for the Plan Year of each eligible
Participant bears to the total Plan Compensation for the
Plan Year of all eligible Participants.

(i) Step One: Allocations will first be made to
the eligible Participants in the proportion that the
Plan Compensation for the Plan Year of each eligible
Participant bears to the total Plan Compensation for the
Plan Year of all eligible Participants. However, the
allocations under this step one will cease when the
total amount allocated to each eligible Participant
equals 3% multiplied by his/her Plan Compensation for
the Plan Year.

(ii) Step Two: Allocations will then be made to
the eligible Participants in the proportion that the
Plan Compensation for the Plan Year in excess of the
Integration Level of each eligible Participant bears to
the total of such amounts for all eligible Participants.
However, the allocations under this step two will cease
when the total amount allocated to each eligible
Participant equals 3% multiplied by his/her Plan
Compensation for the Plan Year in excess of the
Integration Level.

(iii)Step Three: Allocations will then be made to
the eligible Participants in the proportion that the
Plan Compensation for the Plan Year plus Plan
Compensation for the Plan Year in excess of the
Integration Level of each eligible Participant bears to
the total of such amounts for all eligible Participants.
However, allocations under this step three will cease
when the total amount allocated to each eligible
Participant equals the sum of (A) the maximum percentage
(specified in the table below) minus 3% multiplied by
his/her Plan Compensation for the Plan Year, plus (B)
the maximum percentage minus 3% multiplied by his/her
Plan Compensation for the Plan Year in excess of the
Integration Level.

(iv) Step Four: Any amount remaining to be
allocated will then be allocated to all eligible
Participants in the proportion that the Plan
Compensation for the Plan Year of each eligible
Participant bears to the total Plan Compensation for the
Plan Year of all eligible Participants.

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

The maximum percentage is:

If the The maximum
Integration Level is: percentage is:

The Taxable Wage Base for the
current year ("TWB") 5.7%
More than 80% of the TWB but
less than 100% of the TWB 5.4%
More than the greater of 20% of
the TWB or $10,000 but not more
than 80% of the TWB 4.3%
Less than or equal to the
greater of $10,000 or 20% of
the TWB 5.7%
----------------------------------------------------------------------

(3) Uniform Points Contribution Formula. If a uniform points
contribution formula is specified in the Adoption Agreement, the
allocation will be among the eligible Participants in the proportion
that the points of each eligible Participant bears to the total
points of all eligible Participants. The amount of the Employer
Regular Profit Sharing Contribution will be a discretionary amount
determined by the Lead Employer (not contingent on Net Profits).

If the Employer Regular Profit Sharing Contribution is determined on
a discretionary basis, the Lead Employer will determine whether a
contribution is to be made for each Plan Year. If it is determined that
such a contribution is to be made, the Lead Employer will also determine
the amount of the contribution (or the formula by which the amount of the
contribution will be calculated). It is intended that recurring
contributions will be made over the Plan Years; but, regardless of the
elections made in the Adoption Agreement, the Lead Employer may in its
sole discretion determine that an Employer Regular Profit Sharing
Contribution will not be made for a particular Plan Year.

(b) Fixed Contribution Formula. If a fixed contribution formula is
specified in the Adoption Agreement, an Employer Regular Profit Sharing
Contribution will be made for each Plan Year on behalf of each Active
Participant in the Employer Regular Profit Sharing Component at any time
during the Plan Year who satisfies the requirements specified in the
Adoption Agreement. If it is specified in the Adoption Agreement that a
given number of Hours of Service must be completed in order to receive an
Employer Regular Profit Sharing Contribution for a Plan Year, then in the
event of a short Plan Year, the Hours of Service requirement shall be
applied to the twelve consecutive months immediately preceding the last
day of the short Plan Year.

The amount of the Employer Regular Profit Sharing Contributions will
be determined according to the formula specified in the Adoption
Agreement.

If Employer Regular Profit Sharing Contributions are contingent on
Net Profits, and Net Profits for a Plan Year are not sufficient to allow
for the contributions called for under the formula specified in the
Adoption Agreement, the contributions made on behalf of each eligible
Participant for the Plan Year will be reduced as follows:

(1) Nonintegrated Fixed Contribution Formula. If a
nonintegrated fixed formula is specified in the Adoption Agreement,
the Employer Regular Profit Sharing Contribution made on behalf of
each eligible Participant will equal the total Employer Regular
Profit Sharing Contribution actually made to the Plan (if any)
multiplied by a fraction, the numerator of which is the Employer
Regular Profit Sharing Contribution that otherwise would have been
made on behalf of the eligible Participant under the formula
specified in the Adoption Agreement, and the denominator of which is
the total Employer Regular Profit Sharing Contributions that would
have been made on behalf of all eligible Participants under the
formula specified in the Adoption Agreement.

(2) Integrated Fixed Contribution Formula. If an integrated
fixed formula is specified in the Adoption Agreement, the total
Employer Regular Profit Sharing Contribution actually made to the
Plan will be allocated among the eligible Participants in accordance
with the two-step allocation formula described in (a)(2)(A) (or in
accordance with the four-step allocation formula described in
(a)(2)(C) under the circumstances described in Sec. 17.1(b).

If so specified in the Adoption Agreement, the Lead Employer may at
its discretion make an additional Employer Regular Profit Sharing
Contribution for a Plan Year, to be allocated in the manner and among the
eligible Participants specified in the Adoption Agreement.

If Employer Regular Profit Sharing Contributions under a fixed
contribution formula are made prior to all events having occurred which
entitle the Participants to such contribution, such contribution will be
held in a Pending Allocation Account until all events have occurred that
entitle the Participants to such contribution. The amount then allocated
to each eligible Participant will equal the balance of the Pending
Allocation Account multiplied by a fraction, the numerator of which is the
Employer Regular Profit Sharing Contribution called for under the fixed
contribution formula on behalf of such Participant, and the denominator of
which is the total Employer Regular Profit Sharing Contributions called
for under the fixed contribution formula on behalf of all eligible
Participants. If the Pending Allocation Account has suffered a investment
loss, additional Employer Regular Profit Sharing Contributions will be
made as necessary to insure that no eligible Participant receives less
than the amount called for under the fixed contribution formula.

(c) Status as Employer Qualified Nonelective Contributions. If so
specified in the Adoption Agreement, Employer Regular Profit Sharing
Contributions may be treated as Employer Qualified Profit Sharing
Contributions for purposes of applying the Actual Deferral Percentage Test
of Code ss. 401(k), or the Actual Contribution Percentage Test of Code ss.
401(m), for a Plan Year if Employer Regular Profit Sharing Contribution
Accounts are fully vested and nonforfeitable at all times and
distributions (including distributions for Hardship) are not available
from such Contribution Accounts prior to attainment of age 59 1/2,
Termination of Service or such other circumstances as may be permitted
under Code ss. 401(k).

(d) Treatment of Forfeitures. A Pending Allocation Account that
reflects Forfeitures (if any) from Employer Regular Profit Sharing
Contribution Accounts may be applied to pay administrative expenses of the
Plan if so specified in the Adoption Agreement, and may be applied to
restore prior Forfeitures of reemployed Participants pursuant to Sec.
10.2(h). Any amounts remaining after such use will be applied in the
manner specified in the Adoption Agreement. If such Pending Allocation
Account is to be credited against a fixed contribution of a particular
type (e.g., fixed Employer Safe-Harbor or Regular Profit Sharing
Contributions, or fixed Employer Safe-Harbor or Regular Matching
Contributions), such Account will be applied to reduce the fixed
contribution of that type that would otherwise have been made and will
treated as part of such contribution for purposes of the Plan. If the
amount available for credit against a fixed contribution of a particular
type exceeds the amount of the fixed contribution of that type, the excess
will be carried over and credited against future fixed contributions of
that type due in subsequent Plan Years.

(e) Special Rules for Integrated Formulas. An integrated allocation
formula may not be specified in the Adoption Agreement if any Controlled
Group Member maintains any other plan that uses permitted disparity under
Code ss. 401(l) (or that imputes disparity pursuant to the regulations
issued under Code ss. 401(a)(4)) and that benefits any of the same
Participants. Further, if the Plan is a paired plan, only one of the
paired plans may provide for permitted disparity under Code ss. 401(l).

If an integrated allocation formula is specified in the Adoption
Agreement, Plan Compensation will be determined without regard to any
exclusions that would otherwise apply under Sec. 2.56(d) with respect to
the Employer Regular Profit Sharing Component. Plan Compensation for the
Plan Year will be determined by reference to the determination period in
effect under Sec. 2.57(a) with respect to the Employer Regular Profit
Sharing Component and, if so specified in the Adoption Agreement, will
include only Plan Compensation for that portion of the determination
period after the Entry Date for the Employer Regular Profit Sharing
Component.

6.3 Qualified Profit Sharing Contributions. If so specified in the
Adoption Agreement, Employer Qualified Profit Sharing Contributions may be made
to the Plan, to be allocated among the eligible Participants specified in the
Adoption Agreement in accordance with the method specified in the Adoption
Agreement.

The Lead Employer will designate at the time of contribution whether an
Employer Qualified Profit Sharing Contribution is for the current Plan Year or
the prior Plan Year. However, an Employer Qualified Profit Sharing Contribution
made for a Plan Year must be actually paid into the Funding Vehicle within
twelve months following the close of the applicable Plan Year.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employer Qualified Profit Sharing Contribution Account.

6.4 Prevailing Wage Contributions. If so specified in the Adoption
Agreement, Employer Prevailing Wage Contributions will be made on behalf of each
Active Participant in the Employer Prevailing Wage Component. The amount of such
contributions will be determined in accordance with the schedule set forth in
the Adoption Agreement.

If so specified in the Adoption Agreement, the Employer Regular Profit
Sharing Contribution made on behalf of an Active Participant for a Plan Year
will be offset by the Employer Prevailing Wage Contributions made on behalf of
such Participant for such Plan Year.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employer Prevailing Wage Contribution Account.

ARTICLE VII - EMPLOYER PENSION CONTRIBUTIONS

ARTICLE VII APPLIES ONLY IF THE PLAN IS A MONEY PURCHASE PENSION PLAN. SEC. 7.1
APPLIES ONLY IF THE LEAD EMPLOYER MAINTAINS A SAFE-HARBOR 401(K) PLAN THAT
DESIGNATES THE PLAN TO RECEIVE SAFE-HARBOR CONTRIBUTIONS.

7.1 Safe-Harbor Pension Contributions. If so specified in the Adoption
Agreement, an Employer Safe-Harbor Pension Contribution will be made to the Plan
on behalf of each Active Participant in the Employee Safe-Harbor Pension
Component during the Plan Year in such percentage (not less than 3%) of Plan
Compensation for the Plan Year as is specified in the Adoption Agreement.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employer Safe-Harbor Pension Contribution Account.

The Plan Administrator will provide the notice specified in Sec.
19.2(a)(3).

7.2 Regular Pension Contributions. If so specified in the Adoption
Agreement, An Employer Regular Pension Contribution will be made for each Plan
Year on behalf of each Active Participant in the Employer Regular Pension
Component at any time during the Plan Year who satisfies the requirements
specified in the Adoption Agreement. If it is specified in the Adoption
Agreement that a given number of Hours of Service must be completed in order to
receive an Employer Regular Pension Contribution for a Plan Year, then in the
event of a short Plan Year, the Hours of Service requirement shall be applied to
the twelve consecutive months immediately preceding the last day of the short
Plan Year.

The amount of the Employer Regular Pension Contribution will be determined
according to the formula specified in the Adoption Agreement

A Pending Allocation Account that reflects Forfeitures (if any) from
Employer Regular Pension Contribution Accounts may be applied to pay
administrative expenses of the Plan if so specified in the Adoption Agreement,
and may be applied to restore prior Forfeitures of reemployed Participants
pursuant to Sec. 10.2(h). Any amounts remaining after such use will be applied
in the manner specified in the Adoption Agreement. If such Pending Allocation
Account is to be credited against the Employer Regular Pension Contribution for
a Plan Year, it will be applied to reduce the Employer Regular Pension
Contribution that would otherwise have been made for the Plan Year and will be
allocated as part of the such contribution for such Plan Year.

If the Plan is a paired plan, only one of the paired plans may provide for
contributions using permitted disparity under Code ss. 401(l).

7.3 Prevailing Wage Contributions. If so specified in the Adoption
Agreement, Employer Prevailing Wage Contributions will be made on behalf of each
Active Participant in the Employer Prevailing Wage Component. The amount of such
contributions will be determined in accordance with the schedule set forth in
the Adoption Agreement.

If so specified in the Adoption Agreement, the Employer Regular Pension
Contribution made on behalf of an Active Participant for a Plan Year will be
offset by the Employer Prevailing Wage Contributions made on behalf of such
Participant for such Plan Year.

A Participant will at all times have a fully vested and nonforfeitable
interest in his/her Employer Prevailing Wage Contribution Account.

ARTICLE VIII - ACCOUNTS AND INVESTMENTS

8.1 Contribution Accounts. The Plan Administrator may direct that one or
more of the following Contribution Accounts be established for each Participant
to reflect each type of contribution made to the Plan by or for the Participant:

(a) Employee Contribution Accounts:

(1) An Employee Pre-Tax Contribution Account to reflect
amounts attributable to Employee Pre-Tax Contributions.

(2) An Employee After-Tax Contribution Account to reflect
amounts attributable to Employee After-Tax Contributions.

(3) An Employee Deductible Contribution Account to reflect
amounts attributable to Employee Deductible Contributions made
before April 15, 1986.

(4) An Employee Rollover Contribution Account to reflect
amounts attributable to Employee Rollover Contributions.

(5) An Employee Forfeiture Restoration Contribution Account to
reflect amounts attributable to Employee Forfeiture Restoration
Contributions that were made on an after-tax basis pursuant to Sec.
4.4.

(b) Employer Contribution Accounts:

(1) An Employer Safe-Harbor Matching Contribution Account to
reflect amounts attributable to Employer Safe-Harbor Matching
Contributions.

(2) An Employer Regular Matching Contribution Account to
reflect amounts attributable to Employer Regular Matching
Contributions.

(3) An Employer Qualified Matching Contribution Account to
reflect amounts attributable to Employer Qualified Matching
Contributions (or, alternatively, such amounts may be credited to an
Employee Pre-Tax Contribution Account).

(4) An Employer Safe-Harbor Profit Sharing Contribution
Account to reflect amounts attributable to Employer Safe-Harbor
Profit Sharing Contributions.

(5) An Employer Regular Profit Sharing Contribution Account to
reflect amounts attributable to Employer Regular Profit Sharing
Contributions.

(6) An Employer Qualified Profit Sharing Contribution Account
to reflect amounts attributable to Employer Qualified Profit Sharing
Contributions (or, alternatively, such amounts may be credited to an
Employee Pre-Tax Contribution Account).

(7) An Employer Safe-Harbor Pension Contribution Account to
reflect amounts attributable to Employer Safe-Harbor Pension
Contributions.

(8) An Employer Regular Pension Contribution Account to
reflect amounts attributable to Employer Regular Pension
Contributions.

(9) An Employer Prevailing Wage Contribution Account to
reflect amounts attributable to Employer Prevailing Wage
Contributions.

(c) Transfer Accounts. A Transfer Account to reflect amounts
attributable to each type of contribution described in subsection (a) or
(b) made under the transferor plan of the Controlled Group Member (with
each Transfer Account to retain the character of the corresponding account
under the transferor plan).

8.2 Contribution Subaccounts. Subaccounts may be established with respect
to any Contribution Account whenever the Plan Administrator considers the
establishment of subaccounts to be necessary or convenient in the administration
of the Plan including, but not limited to, the following:

(a) Subaccounts to Reflect Non-Discrimination Testing Methods.

(1) Subaccounts may be established to reflect amounts
attributable to that portion of an Employee Pre-Tax Contribution
that is treated as a Contribution Percentage Amount and included in
the Actual Contribution Percentage Test of Code ss. 401(m) and that
portion that is not so treated.

(2) Subaccounts may be established to reflect amounts
attributable to that portion of an Employer Qualified Matching
Contribution (or Employer Regular Matching Contribution to the
extent it satisfies the requirements to be an Employer Qualified
Matching Contribution) that is treated as a Deferral Percentage
Amount and included in the Actual Deferral Percentage Test of Code
ss. 401(k) and that portion that is not so treated.

(3) Subaccounts may be established to reflect that portion of
an Employer Safe-Harbor or Qualified Profit Sharing Contribution (or
Employer Regular Profit Sharing Contribution to the extent it
satisfies the requirements to be an Employer Qualified Profit
Sharing Contribution) that is treated as a Deferral Percentage
Amount and included in the Actual Deferral Percentage Test of Code
ss. 401(k), that portion that is treated as a Contribution
Percentage Amount and included in the Actual Contribution Percentage
Test of Code ss. 401(m) and that portion that is not so treated.

(b) Subaccounts to Reflect Pre-1987 Employee After-Tax
Contributions. If Employee After-Tax Contributions were allowed both
before and after January 1, 1987, separate subaccounts may be established
to reflect amounts attributable to Employee After-Tax Contributions made
before January 1, 1987, and Employee After-Tax Contributions made on or
after January 1, 1987.

(c) Subaccounts to Reflect Differences in Investments. If a portion
of a Contribution Account is to be invested differently than the remaining
portion of the Contribution Account, either at the direction of a
Participant or Beneficiary, or other Named Fiduciary, separate subaccounts
may be established to administer the investment of such portions of the
Contribution Account.

(d) Subaccounts to Reflect Differences in Withdrawal or Distribution
Rights. If withdrawal rights or distribution rights differ with respect to
contributions of a similar type made at different times, separate
subaccounts may be established to administer such differences in rights.

(e) Subaccounts to Reflect Differences in Vesting. If the vesting
schedules or rules differ with respect to contributions of a similar type
made at different times, separate subaccounts may be established to
administer such vesting schedules or rules. Further, if a special vesting
election has been made pursuant to Sec. 10.3 with respect to life
insurance policies, separate subaccounts may be established to administer
such vesting provisions.

(f) Subaccounts to Reflect Transfers or Mergers. If account balances
and assets are transferred to the Plan from another plan maintained by a
Controlled Group Member or a Predecessor Employer, or if another plan
maintained by Controlled Group Member or a Predecessor Employer is merged
into the Plan, and the withdrawal or distribution options, vesting rules
or other rights and features with respect to such balances are different
than the rights and features that apply to a Contribution Account of a
similar type under the Plan, separate subaccounts may be established under
such Contribution Account to administer the separate rights and features.

8.3 Pending Allocation Accounts (Forfeiture and Suspense Accounts). The
Plan Administrator may direct that one or more of the following Pending
Allocation Accounts be established for the Plan to reflect Plan Assets that are
not allocable to Participant Contribution Accounts as of a Valuation Date,
including, but not limited to, the following:

(a) Pending Allocation Account for 415 Excess Amounts (415 Suspense
Account). A Pending Allocation Account may be established to administer
the provisions of Code ss. 415 as implemented under the Plan.

(b) Forfeitures (Forfeiture Account). A Pending Allocation Account
may be established to reflect the amount of any Forfeitures that have not
been applied as of the Valuation Date to pay administrative expenses, to
restore prior Forfeitures of reemployed Participants and/or allocated to
Participant Contribution Accounts.

(c) Pending Allocations of Contributions. A Pending Allocation
Account may be established to reflect the amount of any contribution which
is made prior to the time that the conditions have been satisfied that
entitle the Participant to an allocation, or that is made prior to the
time it is administratively practicable for any other reason to allocate
it to Participant Contribution Accounts.

(d) Pending Allocation Account to Reflect Gains on Returned
Contributions. A Pending Allocation Account may be established to reflect
any investment gains on any contribution that is returned to the
Participating Employers pursuant to Sec. 20.4.

One or more subaccounts of any type of a Pending Allocation Account may be
established whenever the Plan Administrator considers the establishment of
subaccounts to be necessary or convenient in the administration of the Plan.

8.4 Investment of Accounts.

(a) Investment of Contribution Accounts. The Lead Employer may
direct that Participants and Beneficiaries be entitled to direct the
investment of all or specific portions of their Contribution Accounts
among one or more Mutual Funds, one or more Pooled Investment Funds, or as
a Segregated Investment Portfolio. A Contribution Account (or portion
thereof) with respect to which a Participant or Beneficiary is not
entitled to direct the investment will be invested at the direction of the
Lead Employer, or a Named Fiduciary designated by the Lead Employer if so
permitted under the Funding Agreement and otherwise agreed to by the
Funding Agent.

All investment directions of a Participant or Beneficiary will be
made in such manner and in accordance with

such rules as are established for this purpose by the Lead Employer
(including by means of voice response or other electronic media under
circumstances so authorized by the Lead Employer) subject to, but not
limited to, the following:

(1) No Participating Employer, no fiduciary or no service
provider will have any obligation whatsoever to evaluate the
suitability of an investment direction; the sole duty of a
Participating Employer, fiduciary, or service provider is to follow
all proper directions of the Participant which are made in
accordance with the Plan and in accordance with the practices and
procedures established for such investment direction, which are not
contrary to ERISA.

(2) If a Participant or Beneficiary fails to provide
directions as to the investment of any cash held for a Contribution
Account over which the Participant has a right to direct investment,
that cash will be invested as directed by the Lead Employer or a
Named Fiduciary designated by the Lead Employer.

(b) Investment of Pending Allocation Accounts. If so required or
permitted under the Funding Agreement, the Lead Employer or a Named
Fiduciary designated by the Lead Employer, will direct the investment of a
Pending Allocation Account. Otherwise, the Funding Agent will direct the
investment of a Pending Allocation Account pursuant to the terms of the
applicable Funding Agreement.

(c) Use of Investment Gain on Pending Allocation Account. The Plan
Administrator may direct that any gains on a Pending Allocation Account be
applied in any nondiscriminatory manner deemed appropriate by the Plan
Administrator, including (but not limited to):

(1) Applied to pay administrative expenses of the Plan;

(2) Applied to reduce an Employer Contribution otherwise due
under the Plan, or allocated in the same manner as an Employer
Regular Profit Sharing Contribution, or Employer Regular Pension
Contribution, under the Plan;

(3) Allocated among all Contribution Accounts in proportion to
the respective values of each Contribution Account.

In the absence of any direction by the Plan Administrator, the
investment gains on a Pending Allocation Account will be applied in the
same manner as, and as part of, the principal balance of the Account as
otherwise specified in the Plan.

8.5 Mutual Funds and Pooled Investment Funds. If so permitted under the
Funding Agreement, the Lead Employer, or a Named Fiduciary designated by the
Lead Employer, may direct that one or more Mutual Funds and/or one or more
Pooled Investment Funds be made available as permissible investment options
under the Plan for a Participant or Beneficiary.

A "Mutual Fund" is a registered investment company under the Investment
Company Act of 1940. The value of an Account (or portion thereof) invested in a
Mutual Fund as of any Valuation Date is the value of a share or unit in such
Mutual Fund determined using the methodology set forth in the prospectus for
such Mutual Fund, and as of a date established by the Plan Administrator for
purposes of the Plan, multiplied by the number of shares or units credited to
the Account.

A "Pooled Investment Fund" is a fund invested on a commingled basis solely
for Accounts under the Plan (and other qualified plans as permitted under the
Code and ERISA) and under which the Accounts so invested have a proportionate
interest in each asset held in the Pooled Investment Fund, including any common
trust fund or collective investment fund maintained by any Funding Agent, any
custodian of Plan Assets, any Named Fiduciary, the Plan Administrator or any
affiliate of any such Person. The method used to adjust the Accounts (or
portions thereof) invested in a Pooled Investment Fund will reflect a pro rata
sharing of the investment experience and expenses charged to the Pooled
Investment Fund based on the balances of the Accounts (or portions thereof)
invested in such Pooled Investment Funds, as directed by the Plan Administrator.

8.6 Segregated Investment Portfolios. If so permitted under the Funding
Agreement, the Lead Employer, or a Named Fiduciary designated by the Lead
Employer, may direct that one or more types of Segregated Investment Portfolios
be established for the Plan.

A "Segregated Investment Portfolio" is an asset or an aggregation of
assets held solely for one or more of the Contribution Accounts of a particular
Participant or Beneficiary or solely for one or more Pending Allocation
Accounts, and includes a brokerage account. A "Segregated Investment Portfolio"
does not include Mutual Funds and Pooled Investment Funds, except to the extent
that such funds are held in a brokerage account.

Segregated Investment Portfolios are subject to all of the following:

(a) Collectibles. No investments may be directed in any
"collectible" as defined in Code ss. 408(m).

(b) Custody of Plan Assets. A Trustee or Custodian will at all times
retain custody of Plan Assets held in a Segregated Investment Portfolio
subject to the following:

(1) If so permitted by the Funding Agent, a Segregated
Investment Portfolio may be established as a brokerage account with
a broker-dealer in the name of the Trustee or Custodian for the
benefit of the Contribution Account of the Participant or
Beneficiary or for the benefit of the Pending Allocation Account.
The securities purchased through the brokerage account may be held
in the street name of the broker-dealer. If such a brokerage account
has been established with a broker-dealer for the investment of a
Contribution Account (or a portion thereof), the Participant may be
permitted to give investment directions directly to such
broker-dealer; subject to such rules as may be established for
administrative purposes by the Plan Administrator.

(2) The Plan Administrator may authorize the purchase of
non-certificated shares of a registered investment company provided
such shares are held in an account established at the transfer agent
for such registered investment company in the name of the Trustee or
Custodian for the benefit of the Contribution Account of the
Participant or Beneficiary or for the benefit of the Pending
Allocation Account. If such an account has been established with a
transfer agent for the investment of a Contribution Account (or a
portion

thereof), the Participant may be permitted to give investment
directions to the transfer agent to invest in various segments of
the investment company or in shares of other investment companies
for which the transfer agent also acts as transfer agent; subject to
such rules as may be established for administrative purposes.

(c) Gains and Losses. All gains and losses on the investments held
in a Segregated Investment Portfolio will be credited directly to the
Account(s) invested in that portfolio, and such Account(s) will be charged
with all expenses attributable to such investments.

(d) Valuation Date. The portion of each Account invested in a
Segregated Investment Portfolio will be valued at fair market value as of
each Valuation Date that has been established for the Segregated
Investment Portfolio and at such other times as may be necessary for the
proper administration of the Plan.

8.7 Processing Transactions.

(a) Processing Investment Transactions. The following will apply
with respect to the processing of investment transactions involving Plan
Assets:

(1) Administrative Practices. Any transaction that is to be
processed at the direction of a Participant or Beneficiary, or at
the direction of the Lead Employer, or a Named Fiduciary designated
by the Lead Employer, will be processed as soon as administratively
practicable after the direction is provided or the scheduled date of
processing has arrived. However, the processing of any investment
transaction may be delayed for any legitimate business reason
(including, but not limited to, failure of systems or computer
programs, failure of the means of the transmission of data, force
majeure, the failure of a service provider to timely receive values
or prices, to correct for its errors or omissions or the errors or
omissions of any service provider). With respect to any investment
transaction, the processing date of the transaction will be
considered to be the Valuation Date for the Plan Assets and Accounts
involved in the transaction and will be binding for all purposes of
the Plan.

(2) Duty With Respect to Processing Transactions. The Plan
Administrator, and all fiduciaries and/or service providers involved
in processing any investment transaction with respect to the Plan
will have a duty to use reasonable efforts to process the
transaction on any scheduled processing date in accordance with
practices or procedures established for the Plan by the Plan
Administrator. The preceding duty will not override any specific
duty undertaken by a fiduciary or service provider to the Plan in an
agreement with the Lead Employer or with a Trustee, Custodian or
issuer of an Annuity Funding Contract. Neither the Plan
Administrator nor any fiduciary or service provider is a guarantor
of timely processing with respect to the Plan or any Participant or
Beneficiary.

(b) Processing Withdrawals and Distributions. The Plan
Administrator, on a uniform and nondiscriminatory basis, may defer the
date as of which any withdrawal or the distribution would normally be made
for up to 90 days and may further delay a distribution for any business
reason specified in subsection (a).

8.8 Valuation of Accounts. As of each Valuation Date established for a
Plan Asset, the value of each Account (or portion thereof) invested in such Plan
Asset will be adjusted to reflect investment gains or losses with respect to the
Plan Asset, and the contributions and all other transactions involving such Plan
Asset with respect to such Account (or portion thereof) since the preceding
Valuation Date. With respect to a Pooled Investment Fund, the result of the
valuation procedures will be such that the adjusted value of all Accounts (or
portions thereof) invested in the Pooled Investment Fund on the Valuation Date
will equal the fair market value of the assets held for the Pooled Investment
Fund as of the Valuation Date.

The following will apply with respect to valuations under the Plan:

(a) Daily/Balance Forward Accounting. To the extent daily accounting
is used under the Plan, the balance or value of any Account will equal the
balance or value determined as of such date based upon the fair market
value of each Plan Asset as of such date.

To the extent balance forward accounting is used under the Plan, the
balance or value of an Account attributable to any Plan Asset as of any
date will be determined as follows:

(1) If the date is not a Valuation Date for such Plan Asset,
the balance or value of the Account attributable to such Plan Asset
will be determined based upon the fair market value of such Plan
Asset as of the next preceding Valuation Date for such Plan Asset,
reduced to reflect any distribution that has been made since the
next preceding Valuation Date from such Account and drawn from such
Plan Asset.

(2) If the date of determination is a Valuation Date for such
Plan Asset, the balance or value of the Account attributable to such
Plan Asset will be determined based upon the fair market value of
such Plan Asset as of such Valuation Date, and will be adjusted as
described below.

Positive Adjustments: The balance or value of the Account will
be increased to reflect any of the following:

(A) Any contribution made since the next preceding
Valuation Date and invested in such Plan Asset. For purposes
of allocating investment gain or loss, such contribution will
be reflected in accordance with Sec. 8.9(a).

(B) Any investment transfer into such Plan Asset from
another Plan Asset (including any repayment of a participant
loan).

Negative Adjustments: The balance or value of the Account will
be decreased to reflect any of the following:

(A) Any distribution that has been made since the next
preceding Valuation Date from such Account and drawn from such
Plan Asset

(B) Any investment transfer out of such Plan Asset and
into another Plan Asset (including any participant loan, or
payment of a life-insurance premium), or any other investment
transactions with respect to such Plan Asset and involving
such Account.

(D) Any expenses charged against such Account.

(E) Any other transaction, as appropriate, with respect
to such Plan Asset and involving such Account.

(b) Plan Asset Valuation Dates. There will be at least one Valuation
Date each Plan Year with respect to each Plan Asset.

(c) Determining Fair Market Value. The fair market value of assets
held in a Pooled Investment Fund or a Segregated Investment Portfolio will
be determined by the Funding Agent in accordance with the Funding
Agreement. If fair market value of an asset is not readily available to
the Funding Agent, it will be deemed to be fair value as determined in
good faith by the Plan Administrator or other Named Fiduciary assigned
such function, or if such asset is held in Trust with a Discretionary
Trustee and the Trust Agreement so provides, as determined in good faith
by the Trustee. Notwithstanding anything else to the contrary in this
subsection, the fair market value of a "receivable" will be determined in
good faith by the Plan Administrator.

(d) Expenses. An Account will be charged with the expenses that have
been assigned to any Pooled Investment Fund or Segregated Investment
Portfolio. An Account will also be charged with such portion of the
general expenses of the Plan as is determined to be reasonable by the Plan
Administrator.

(e) Treatment of Recoveries. Notwithstanding anything herein to the
contrary, if the Plan receives a recovery on an investment (including, but
not limited to, a recovery from the Federal Deposit Insurance Corporation,
a state insurance guaranty association or the Securities Industry
Protection Corporation, or a recovery under federal or state securities
laws) and the recovery is identifiable as attributable to one or more
specific Participants or Beneficiaries, the amount recovered will be
allocated only to the Contribution Account(s) of such Participants or
Beneficiaries. If the recovery is not identifiable as attributable to a
specific Participant or Beneficiary, the amount recovered will be applied
as provided in (f).

(f) Gain Generated but Not Attributable to Specific Accounts. Any
investment gain or loss of the Plan that is not directly attributable to
the investment of an Account (including, for example, any "float" earned
on a disbursement account established for the Plan and not treated as part
of the compensation of the Funding Agent or paying agent, any fees paid to
the Plan, or any other type of payment received by the Plan or by the Lead
Employer for the Plan) will, at the direction of the Plan Administrator,
be applied to pay administrative expenses of the Plan, or will be
allocated among the Accounts or Contribution Accounts in such manner as is
directed by the Plan Administrator.

(g) Selection of the Valuation Dates. The Plan Administrator will
determine the Valuation Dates with respect to each Plan Asset, and may at
any time change the Valuation Dates, subject to such limits as may be
imposed under the Funding Agreement. If the Plan Administrator establishes
periodic Valuation Dates (e.g., monthly, quarterly) for any Plan Asset,
the Plan Administrator may nonetheless direct that a special Valuation
Date be established at any time to determine the fair market value of such
Plan Asset and update Accounts accordingly if the Plan Administrator deems
it appropriate to equitably reflect any change in the fair market value of
the Plan Asset among the Accounts (e.g., to accommodate contributions
and/or distributions).

8.9 Permissible Accounting Practices. The Plan Administrator may
from time-to-time establish accounting practices for recording items to an
Account including, but not limited to, the following:

(a) Reflecting Contributions. The Plan Administrator may direct that
contributions be reflected in a Contribution Account as follows:

(1) Cash Basis Method. The contributions may be reflected in
the appropriate Contribution Account on or as soon as
administratively practicable after the date the contribution is
received by the Funding Agent and all information is available to
determine the portion of the contribution that is attributable to
each Contribution Account. If a contribution is received by the
Funding Agent prior to the time that the conditions have been
satisfied that entitle the Participant to an allocation, or if it is
received prior to the time that it is administratively practicable
for other reasons to allocate it to a Contribution Account, the
contribution will be reflected in a Pending Allocation Account until
it can be allocated to a Contribution Account.

(2) Accrual Basis Method. The contributions may be reflected
in the appropriate Contribution Account on the date as of which the
contribution is considered to be a "receivable" under general
principles applied under the accrual method of accounting. In this
case, the fair market value of the receivable will be determined by
the Plan Administrator, and when making such determination the Plan
Administrator may use either of the following valuation methods:

(A) The Plan Administrator may direct that the fair
market value of the receivable be reported as the amount of
the contribution; that is, without discounting the
contribution yet to be made to reflect the fact that the
contribution is not yet payable.

(B) The Plan Administrator may direct that the fair
market value of the receivable be reported as the amount of
the contribution discounted to reflect that the contribution
yet to be made is not yet payable, using an interest rate
determined by the Plan Administrator.

(b) Reflecting Investment Gains and Losses. The Plan Administrator
may direct that investment experience be

reflected in an Account using daily or balance forward accounting or on
any other basis that reasonably reflects the investment experience of the
Account.

To the extent gains or losses are being reflected on a daily or
balance forward basis, the Plan Administrator may direct that amounts due
the Plan with respect to any Plan Asset be reflected in Accounts as a
"receivable" (e.g., dividends payable on Mutual Funds may be reflected as
a receivable as of the record date for such dividends, even if not yet
paid into the Funding Vehicle).

To the extent gains or losses are being reflected on a balance
forward basis, then the Plan Administrator may direct that contributions
are to affect the allocation of gains or losses in one of the following
ways:

(1) The contributions may be deemed to have been invested on
the Valuation Date that immediately precedes the Valuation Date as
of which the Accounts are being valued (even though some or all of
the contributions had not been so invested on such prior Valuation
Date).

(2) The contributions may be deemed to have been invested on
the Valuation Date as of which the Accounts are being valued (even
though some or all of the contributions may have been so invested
prior to the Valuation Date).

(3) Half of the contributions may be deemed to have been
invested on the date referred to in (1) and half may be deemed to
have been invested on the date referred to in (2) (even though the
contributions may not have been so invested on that basis).

(4) The contributions may share in gain or loss based on a
weighting that, in turn, is based on the number of days such
contributions have been held by the Pooled Investment Fund.

8.10 Timing of Contributions. A contribution will be deemed to be "for" a
Plan Year if it is designated as being for such Plan Year by the Lead Employer.
For purposes of applying the nondiscrimination tests under Code ss.ss.
401(a)(4), 401(k) and 401(m), for purposes of determining the maximum
allocations under Code ss. 415, for purposes of calculating the deductions under
Code ss. 404, and for any other qualification provision of the Code, a
contribution will be treated as having been made for the Plan Year designated by
the Lead Employer provided that the contribution is paid to the Funding Agent by
such deadline as may be prescribed for the applicable provision of the Code.

For purposes of applying the provisions of the Code that are based upon
when a contribution is allocated, if a contribution is designated as being for a
Plan Year but it is actually received by the Funding Agent and credited to a
Contribution Account after the end of such Plan Year, the contribution is deemed
to be allocated "as of" the last day of that Plan Year.

8.11 Participant Statements. The Plan Administrator may cause benefit
statements to be issued from time to time informing Participants of the status
of their Accounts, but it is not required to issue benefit statements (except at
the request of a Participant or Beneficiary pursuant to ERISA) and the issuance
of benefits statements (and any errors that may be reflected on benefit
statements) will not in any way alter or affect the rights of Participants with
respect to the Plan.

A Participant or Beneficiary is obligated to review his/her benefit
statement and inform the Plan Administrator of any error on such benefit
statement.

- --------------------------------------------------------------------------------
ARTICLE IX - INCIDENTAL INSURANCE BENEFITS
- --------------------------------------------------------------------------------

9.1 Life Insurance Policies. If life insurance is authorized by the Plan
Administrator, a Participant can direct that his/her Contribution Accounts
(except an Employee Deductible Contribution Account) be used to acquire one or
more life insurance policies that will be held for the benefit of his/her
Contribution Accounts subject to all of this Article IX, including the
following:

(a) Insured Lives. If the Plan is a profit sharing plan, a life
insurance policy may provide death (and related disability) benefits on
the life of the Participant and/or on the life of any other individual in
whom the Participant has an insurable interest. If the Plan is a money
purchase plan, a life insurance policy may provide benefits only on the
life of the Participant.

(b) Types of Insurance Policies. A life insurance policy may be
evidenced by group policy certificates (whether or not the group policy is
issued to the Trustee or Custodian) or individual policies and can be term
life policies or cash value policies.

(c) No Discrimination in Favor of Highly Compensated Employees. The
Plan Administrator will not discriminate in favor of Highly Compensated
Employees in authorizing and directing the acquisition of life insurance
policies. The Plan Administrator will not be considered to have
discriminated in favor of a Highly Compensated Employees by reason of any
of the following facts:

(1) A Highly Compensated Employee has a higher value in
his/her Contribution Accounts and, therefore, has the ability to
direct a larger amount of funds for the acquisition of, or for the
payment of premiums on life insurance policies.

(2) A Highly Compensated Employee is insurable and a
Non-Highly Compensated Employee is not insurable.

(3) A Highly Compensated Employee is insurable at standard
rates and a Non-Highly Compensated Employee is insurable at
substandard rates.

(d) Other Life Insurance Policies. Nothing in this Article will
prevent a life insurance policy on the life of an individual from being
acquired as an investment in a Pooled Investment Fund.

9.2 Method of Acquisition. A life insurance policy may be acquired by
original issue -- that is, by the insurance company issuing the policy directly
to the Trust or Custodial Account. If so directed by the Plan Administrator, a
life insurance policy also may be acquired by directing that the Trustee or
Custodian purchase a policy from the Participant, provided that such purchases
must comply with PTE-92-5, as amended.

9.3 Application of the Incidental Benefit Limit to the Payment of
Premiums. No premium paid to the insurance company after the Plan acquires the
policy can, on a cumulative basis, exceed the "incidental benefit limit" subject
to the following:

(a) "Incidental Benefit Limit". The aggregate amount of premiums
paid from the Participant's Contribution Accounts (except an Employee
After-Tax Contribution Account) with respect to all ordinary life
insurance policies plus two times the total aggregate amount of premiums
paid therefrom on life insurance policies which are not ordinary life
insurance policies (including any term or universal life insurance
policies) may never equal or exceed one-half of the aggregate amount of
the Contributions and Forfeitures theretofore allocated under the Plan to
such Contribution Accounts. For purposes of this paragraph, ordinary life
insurance policies are policies with both nondecreasing death benefits and
nonincreasing premiums.

If a Participant's Contribution Account is not sufficient under the
foregoing limit to continue to pay such premiums from a particular
Contribution Account from which the Participant has directed the payment
of premiums, the Trustee or Custodian (at the direction of the Plan
Administrator) will pay such premiums out of any of the Participant's
other Contribution Accounts from which the Participant could have directed
the payment of premiums, subject to the applicable requirements of this
subsection (a). If the Plan Administrator does not provide the Trustee or
Custodian with such direction, the Trustee or Custodian will cause such
policy to be put on a paid-up basis if it has cash surrender value or
cancelled if the policy does not have cash surrender value.

(b) Application to a Profit Sharing Plan. If the Plan is a profit
sharing plan, the incidental benefit limit will not apply with respect to
contributions that have been allocated to a Participant's Contribution
Account for at least two years.

(c) Application to the Amount of Unearned Premiums Upon Purchase of
an Existing Policy. The unearned premiums at the time a policy is acquired
by purchase (if it is acquired by purchase) will be deemed to be a premium
for purposes of applying the incidental benefit limit.

(d) Application to Dividends Applied to Reduce Premiums. The amount
of a dividend applied to reduce a premium will not be deemed to be a
payment of a premium to which the incidental benefit limit is applied.

(e) Application to Premiums Paid From an Employee After-Tax
Contribution Account. Employee After-Tax Contribution Accounts can be used
to acquire life insurance policies without regard to the incidental
benefit limit.

9.4 Special Vesting Rules. The following special vesting rules may
apply:

(a) Special Full Vesting. The Lead Employer may specify a special
vesting rule in the Adoption Agreement which provides that, as an
overriding provision, otherwise non-vested funds that are used to acquire
life insurance policies are fully vested. Such special vesting applies to
the life insurance policy while such policies are held, to the death
benefit proceeds, and to funds attributable to cash value proceeds or
attributable to refunded unearned premiums that are retained by the
Trustee or Custodian after surrendering the policy.

(b) Limiting Acquisition Costs to the Vested Portion of a
Participant's Contribution Account. The Lead Employer may specify that the
amounts used to acquire life insurance policies (including the payment of
all premiums thereon) consist only of amounts that are fully vested.

(c) Treatments of Certain Amounts as Withdrawals for Calculation of
Vested Portion of a Contribution Account. If so specified in the Adoption
Agreement, the following amounts will be treated as withdrawals for the
purpose of applying Sec. 10.2(c).

(1) All premiums paid on term insurance less refunded unearned
premiums, if any, that are returned to the Trustee or Custodian.

(2) In the case of cash value life insurance, either:

(A) The excess of the premiums paid over the cash
surrender value; or

(B) The PS-58 cost charged to the Participant as a
result of the holding of the life insurance policy.

9.5 Designation of the Policy Beneficiary. The designation of the
beneficiary under the policy can be handled in either of two ways at the
discretion of the Plan Administrator:

(a) The Trustee or Custodian can be the named beneficiary under the
policy. In the case of death, the Trustee or Custodian is to distribute
the policy proceeds as soon as administratively practical to the
Participant or Beneficiary under the Plan, but the distribution to a
Beneficiary is subject to the spousal consent rules of the Plan if the
Participant has a Spouse.

(b) The life insurance policy beneficiary does not have to be the
Trustee or Custodian but can be an individual or another entity. The
naming of an individual or an other entity as the insurance policy
beneficiary requires spousal consent pursuant to the spousal consent rules
of the Plan if the Participant has a Spouse.

9.6 Disposition of Life Insurance Policies. A life insurance policy
acquired pursuant to this Article will be disposed of in accordance with the
following as directed by the Plan Administrator:

(a) With the First Distribution Following a Termination of Service.
No policy will continue to be held or acquired after the first
distribution from the Plan to the Participant following his/her
Termination of Service.

(b) After Any Termination of Service. The Plan Administrator may
provide that such a policy will be disposed of immediately following
Termination of Service.

(c) After the Death of an Insured Joint Life. A joint life policy
insuring the life of the Participant and another individual may not be
maintained after the death of such other individual.

9.7 In-Kind Distribution of Life Insurance Policies. A life insurance
policy may be distributed in-kind to a Participant, even if no other in-kind
distributions are permitted under the Plan, subject to the following:

(a) If the Participant does not agree to be taxed for federal income
tax purposes at the time of the distribution on the fair market value of
the policy, the policy must be endorsed by the Participant to prevent
him/her from electing an

annuity option which requires the survival of the Participant or
Beneficiary as a condition for receiving benefits unless such an annuity
is permitted under Sec. 12.6.

(b) If the Participant agrees to be taxed for federal income tax
purposes at the time of the distribution on the fair market value of the
policy, the policy does not have to be endorsed as provided in subsection
(a). The Plan Administrator will cause an information return to be filed
with the Internal Revenue Service reporting such amount as taxable for
federal income tax purposes.

9.8 Sale to Participant or Others. A life insurance policy may be sold to
the Participant, a relative of the Participant, a Participating Employer, or
another plan of a Participating Employer if so authorized by the Plan
Administrator in a writing filed with the records of the Plan, provided the sale
complies with PTE-92-6, and/or subsequent guidance issued by the Department of
Labor.

9.9 Other Provisions Applicable to the Acquisition, Retention and
Disposition of Life Insurance Policies. The following will apply with respect to
the insurance company:

(a) The Insurance Company is Not Responsible for the Provisions of
the Plan. An insurance company (solely by reason of having its policy held
by the Trustee or Custodian) is not deemed to have assumed any obligations
under the Plan. Without limiting the foregoing, the following will apply:

(1) The insurance company will not be a party to the Plan or
any Funding Agreement.

(2) The insurance company will not be responsible for the
validity of the Plan or any Funding Agreement.

(3) The insurance company will not be obligated to examine the
terms of the Plan or the terms of any Funding Agreement.

(4) The insurance company will not be responsible for any
actions taken by the Trustee or Custodian with respect to the policy
it has issued to the Trustee or Custodian (or a policy that it
recognized as being owned by the Trustee or Custodian) including,
but not limited to, the power of the Trustee or Custodian to acquire
or hold the life insurance policy.

(5) The insurance company will not be obligated to see to it
that the Trustee properly applies any moneys paid to the Trustee or
Custodian by the life insurance company or that the Trustee or
Custodian has properly directed the insurance company to pay funds
to any other party.

(6) If an individual or an entity other than the Trustee or
Custodian is the beneficiary of the life insurance policy, the
insurance company may pay death benefit proceeds to such individual
or entity without regard to whether such payment violates any
provisions of the Plan.

(b) The Plan Administrator is to Direct the Trustee or Custodian
with Respect to Life Insurance Policies. All determinations as to the form
of such policy, the issuing insurance company, and the amount of coverage
will be made by the Plan Administrator, and all directions by the Plan
Administrator or Participant to the Trustee or Custodian to purchase or
dispose of a policy or take any action with respect to the insurance
policy will be complete with respect to the terms thereof. Without
limiting the foregoing, the following will apply:

(1) The Plan Administrator may specify which insurance
companies are acceptable issuers, which policy forms are acceptable
policy forms and which insurance agents are acceptable agents to
service a policy held in the Trust Fund or Custodial Account.

(2) The Trustee or Custodian will not take any action with
respect to such matters until furnished appropriate written
instructions by the Plan Administrator, it being intended that the
Trustee or Custodian will have no discretion with respect thereto.

(3) The Plan Administrator will be responsible for directing
the Trustee or Custodian to exercise all rights, options, and
privileges available under such policies and for the ultimate
disposition of such policies and policy proceeds in a manner
consistent with the standard practices of the life insurance
industry and state regulations governing the administration of life
insurance policies.

(4) With the consent of the Trustee or Custodian, the Plan
Administrator may authorize Participants to direct the Trustee or
Custodian with respect to individual matters related to the
acquisition, holding or disposition of a life insurance policy.

(c) Ownership of the Policy. The application for a policy acquired
by original issue will be in the name of a Trustee or Custodian and the
legal ownership of the policy (whether acquired by original issue or by
purchase) will be vested in the Trustee or Custodian for the benefit of
the Participant's Contribution Accounts from which the premium for the
policy has been paid and (vis-a-vis the insurance company) the Trustee or
Custodian is the entity that exercises all ownership rights.

(d) Application of Dividends. The Plan Administrator will direct the
Trustee or Custodian with respect to all action to be taken with respect
to policy dividends. Without limiting the foregoing, the Plan
Administrator may direct the Trustee or Custodian to take any of the
following actions with respect to dividends:

(1) Apply dividends to reduce future premiums.

(2) Apply dividends to purchase any additional insurance
benefit available under the policy.

(3) Pay dividends to the Trustee or Custodian, in which case
the Trustee or Custodian will hold the payment for the benefit of
the Participant's Contribution Accounts as directed by the Plan
Administrator.

(e) Conflict Between Plan and Policy. In the event of any conflict
between the terms of the Plan and the terms of any life insurance policy
purchased hereunder, the Plan provisions shall control.

9.10 Accounting for Insurance Policies.

(a) Subaccounts may be Established. If required or convenient for
the proper administration of the Plan, the Trustee or Custodian will
establish a subaccount (within the meaning of Sec. 8.2) for each of the
Participant's Contribution Accounts which have been the source for the
acquisition of life insurance policies (including for the payment of
premiums).

(b) One or More Segregated Investment Portfolios will be
Established. The insurance policies acquired for the benefit of a
Participant's Contribution Accounts will be held in one or more Segregated
Investment Portfolios. For the purpose of applying Sec. 8.8, the fair
market value of an insurance policy will be determined by the Plan
Administrator as of each Valuation Date established for such a Segregated
Investment Portfolio as follows:

(1) In the case of a term life insurance policy, the fair
market value of a policy will be the unearned premium determined as
of the Valuation Date (or, if the Participant has died prior to the
Valuation Date, the amount of any death benefit proceeds that are
payable to the Trustee or Custodian by the insurance company but
which have not yet been paid to the Trustee or Custodian as of the
Valuation Date).

(2) In the case of a cash value life insurance policy, the
fair market value will be the cash surrender value determined as of
the Valuation Date (or, if the Participant has died prior to the
Valuation Date, the amount of any death benefit proceeds, including
the cash surrender value, that are payable to the Trustee or
Custodian by the insurance company but which have not yet been paid
to the Trustee or Custodian as of the Valuation Date).

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ARTICLE X - VESTING
- --------------------------------------------------------------------------------

10.1 Contribution Accounts That Are Fully Vested. A Participant will at
all times have a fully vested and non-forfeitable interest in the balance of the
following Contribution Accounts:

Employee Contribution Accounts
Employer Safe-Harbor Matching Contribution Account
Employer Qualified Matching Contribution Account
Employer Safe-Harbor Profit Sharing Contribution Account
Employer Qualified Profit Sharing Contribution Account
Employer Safe-Harbor Pension Contribution Account
Employer Prevailing Wage Contribution Account Transfer Account

10.2 Contribution Accounts Subject to Vesting Schedule.

(a) Vesting at Retirement Age. A Participant will have a fully
vested and non-forfeitable interest in the balance of the following
Contribution Accounts upon reaching Normal Retirement Age while employed
with a Controlled Group Member (while it is such):

Employer Regular Matching Contribution Account
Employer Regular Profit Sharing Contribution Account
Employer Regular Pension Contribution Account

(b) Vesting in Event of Death, Disability or Designated Age.

(1) Death. If so specified in the Adoption Agreement, a
Participant will have a fully vested and non-forfeitable interest in
his/her Employer Regular Matching and Regular Profit Sharing
Contribution Accounts, or Employer Regular Pension Contribution
Account, upon Termination of Service as a result of death.

(2) Disability. If so specified in the Adoption Agreement, a
Participant will have a fully vested and non-forfeitable interest in
his/her Employer Regular Matching and Regular Profit Sharing
Contribution Accounts, or Employer Regular Pension Contribution
Account, upon Termination of Service as a result of being Disabled

(3) Early Retirement or Other Designated Age Prior to Normal
Retirement Age. If so specified in the Adoption Agreement, a
Participant will have a fully vested and non-forfeitable interest in
his/her Employer Regular Matching and Regular Profit Sharing
Contribution Accounts, or Employer Regular Pension Contribution
Account, upon reaching Early Retirement Age or other age specified
in the Adoption Agreement while employed with a Controlled Group
Member (while it is such).

(c) Vesting Based on Service. As of any date prior to an event
specified in subsection (a) or (b), the vested portion of an Employer
Regular Matching or Regular Profit Sharing Contribution Account, or
Employer Regular Pension Contribution Account, will equal the balance of
the Contribution Account as of such date multiplied by the vested
percentage. However, if a withdrawal or distribution is made to a
Participant who is less than fully vested in a Contribution Account, as of
any date after such withdrawal or distribution, the vested portion of the
Contribution Account will be determined under one of the following
formulas as specified in the Adoption Agreement:

P(AB + D) - D
P[AB + (R x D)] - (R x D)

where "P" equals the current vested percentage; "AB" equals the current
balance of the Contribution Account; "D" equals the amount of all
withdrawals or distributions made prior to the date of determination; and
"R" equals the ratio of AB to the balance of the Contribution Account
immediately after the prior withdrawal or distribution. If a Participant
has received a distribution of the full vested portion of a Contribution
Account following Termination of Service, but Forfeiture of the non-vested
portion is delayed to a date after distribution of the vested portion, the
above formula will not apply and the Participant will be deemed to have no
vested interest pending the Forfeiture of the non-vested portion of the
Contribution Account.

An assignment made to an alternate payee under a qualified domestic
relations order (as defined in Code ss. 414(p)) will be treated as a
withdrawal or distribution for purposes of applying the above formula with
respect to the Contribution Accounts of the Participant.

(d) The Balance in a Contribution Account. For the purpose of
determining the vested portion of a Contribution Account, the balance of
such Contribution Account will be the amount determined pursuant to
Article VIII as of the date the determination is being made for purposes
of the Plan.

(e) Vested Percentage. The vested percentage will be determined as
follows:

(1) As of any date prior to Termination of Service, the vested
percentage will be determined in accordance with the vesting
schedule specified in the Adoption Agreement with respect to the
applicable Component applied by reference to completed years of
Service (disregarding any fractional year) as of such date. If the
hour count method is used to determine Service for vesting purposes,
a year of Service will have been completed as of the last day of a
vesting computation period.

(2) As of any date at or after Termination of Service, the
vested percentage will be determined in accordance with the vesting
schedule specified in the Adoption Agreement with respect to the
applicable Component applied by reference to completed years of
Service (disregarding any fractional year) as of Termination of
Service, or completed and fractional years of Service as of
Termination of Service, as specified in the Adoption Agreement.

(f) Disregard of Certain Service for Vesting Purposes. For the
purpose of determining the vested percentage, the Participant's Service
will be adjusted as follows:

(1) If so specified in the Adoption Agreement, the following
Service will be disregarded:

(A) Service prior to the date on which the Participant
attained age 18. However, if the Participant had no Hours of
Service on or after the first day of the first Plan Year
beginning after December 31, 1984, there will be disregarded
any Service prior to the date on which the Participant
attained the age specified for this purpose by the Plan in
effect at that time.

(B) Service prior to the earliest date on which any
Controlled Group Member (while it is such) first maintained
the Plan (or a predecessor plan). However, if an employer
maintained the Plan (or a predecessor plan) prior to becoming
a Controlled Group Member, Service with such employer prior to
becoming a Controlled Group Member will not be disregarded
pursuant to this provision.

(2) If the Plan was initially effective as of a date prior to
the date the Plan first became subject to ERISA, Service before the
date the Plan first became subject to ERISA will be disregarded if
such Service would have been disregarded under the provisions of the
Plan regarding breaks in service in effect from time to time prior
to such date, whether or not those provisions were expressly
designated as relating to "breaks in service," provided the
Participant incurred a loss or forfeiture of prior vesting or
benefit accruals or was denied eligibility to participate by reason
of separation from service or failure to complete a required period
of service within a specified period of time.

(g) Forfeiture of Non-Vested Portion. The nonvested portion of a
Contribution Account will become a Forfeiture on the earliest of the
following dates:

(1) The date specified in the Adoption Agreement on or after
the date the vested portion of the Contribution Account has been
distributed to the Participant in full following Termination of
Service (or immediately upon Termination of Service if the
Participant is not vested in any portion of such Contribution
Account). In no event, however, will any portion of a contribution
be recognized as a Forfeiture prior to the date the contribution is
paid into the Funding Vehicle.

(2) The date the Participant incurs a period of five or more
consecutive one-year Breaks in Service.

(3) The date the Participant dies, if the Participant dies
after Termination of Service or if death prior to Termination of
Service does not result in full vesting in such Contribution
Account.

If so specified in the Adoption Agreement, if a Participant who is
partially vested in a Contribution Account receives a distribution of less
than the full vested portion of the Contribution Account following
Termination of Service, a part of the non-vested portion of the
Contribution Account will become a Forfeiture as of the date of the
distribution. The amount of the Forfeiture will equal the non-vested
portion of the Contribution Account multiplied by a fraction, the
numerator of which is the amount of the distribution and the denominator
of which is the vested balance of the Contribution Account immediately
prior to the distribution. The vested portion of the Contribution Account
as of any date after such Forfeiture will equal the balance of the
Contribution Account as of such date multiplied by the vested percentage
(without regard to the formulas specified in subsection (c) above).
Alternatively, if so specified in the Adoption Agreement, the applicable
formula specified in subsection (c) will apply to determine the vested
portion of a Contribution Account following a distribution of less than
the full vested portion of such Contribution Account.

An assignment made to an alternate payee under a qualified domestic
relations order (as defined in Code ss. 414(p)) will be treated as a
distribution for purposes of the above paragraph.

A Participant will lose all claim to the forfeited nonvested portion
of a Contribution Account when the Forfeiture occurs. The amount of the
Forfeiture will then be transferred to a Pending Allocation Account and
will be applied as specified in the Adoption Agreement.

(h) Reinstatement Upon Return to Service. If a Participant resumes
employment with any Controlled Group Member after a Forfeiture but before
he/she has a period of five or more consecutive one-year Breaks in
Service:

(1) If the Participant was not vested in any portion of a
Contribution Account when the Forfeiture occurred, an amount will be
restored to the Contribution Account equal to the value of the
Contribution Account as of the date of the Forfeiture. The restora-

tion will occur at such time as may be deemed appropriate by the
Lead Employer, but not later than the end of the Plan Year following
the Plan Year in which the Participant returns to employment.

(2) If the Participant received a distribution of all or any
portion of a Contribution Account, and if repayment of such a
distribution is specified in the Adoption Agreement as being a
required condition to the restoration of the nonvested portion of
the Contribution Account, the Participant may repay to the Plan the
full amount of the distribution previously made from the
Contribution Account at any time prior to the earlier of the date
he/she has a period of five or more consecutive one-year Breaks in
Service or the fifth anniversary of the date on which he/she resumes
employment. If such a repayment is required and made, an amount will
be restored to the Contribution Account equal to the amount of the
prior Forfeiture from such Contribution Account. The restoration
will occur at such time as may be deemed appropriate by the Lead
Employer, but not later than the end of the Plan Year following the
Plan Year in which the repayment is made by the Participant.

If the repayment is made by the Participant on a pre-tax basis
from a "conduit" individual retirement account, such repayment will
be credited to the Contribution Account to which the restoration
will occur under the Plan. Otherwise, if the payment is made by the
Participant on an after-tax basis, such repayment will be credited
to an Employee Forfeiture Restoration Account established for the
Participant, and the Participant will be credited with a tax basis
(or an additional tax basis) in the Plan equal to the Employee
Forfeiture Restoration Contribution.

(3) If the Participant received a distribution of all or any
portion of a Contribution Account and repayment of such distribution
is not specified in the Adoption Agreement as being a condition to
the restoration of the nonvested portion of the Contribution
Account, an amount will be restored to the Contribution Account
equal to the amount of the prior Forfeiture from the Contribution
Account. The restoration will occur at such time as may be deemed
appropriate by the Lead Employer, but not later than the end of the
Plan Year following the Plan Year in which the Participant resumes
employment.

(4) At the direction of the Lead Employer, amounts to be
restored pursuant to the above may be obtained from amounts, if any,
credited to any Pending Allocation Account that reflects
Forfeitures. If such Pending Allocation Account is not sufficient or
if the Lead Employer does not direct its use for this purpose, the
restoration amount (or the remaining portion thereof) will be
obtained as follows:

(A) If the Plan is a profit sharing plan, the amount may
be obtained from any Employer Regular Profit Sharing
Contributions made under a variable formula for the Plan Year
before any allocations are made under such formula to
Participants. If the Plan does not then provide for such
contributions or if such contributions would otherwise not be
sufficient, an additional contribution will be made equal to
the amount remaining to be restored without regard to the
limitations of Code ss. 415.

(B) If the Plan is a money purchase pension plan, an
additional contribution will be made equal to the amount to be
restored without regard to the limitations of Code ss. 415.

(i) Disregard of Certain Post-Break Service for Pre-Break Vesting.
If the Participant has a period of five or more consecutive one-year
Breaks in Service (or had a Break in Service of one year or more prior to
the first day of the first Plan Year beginning in 1985), for purposes of
determining the vested portion of an Employer Regular Matching or Regular
Profit Sharing Contribution Account, or Employer Regular Pension
Contribution Account, which accrued before such break, Service after the
Breaks in Service will not be taken into account.

(j) Segregated Account Upon Return to Employment.

(1) If an Employee who is less than fully vested in a
Contribution Account resumes employment with any Controlled Group
Member before distribution of the vested portion of such
Contribution Account but after the Forfeiture of the non-vested
portion of such Contribution Account, and if at the time of the
return such Contribution Account would otherwise be subject to a
vesting schedule, such Contribution Account will be retained as a
separate Contribution Account which will be fully vested and to
which no additional contributions may be allocated.

(2) If a Participant has an amount restored to a Contribution
Account under subsection (h)(3), or if a Participant received a
distribution of the full vested portion of a Contribution Account
and resumes employment with any Controlled Group Member before the
Forfeiture of the non-vested portion of such Contribution Account
and does not repay the distribution, such Contribution Account will
be retained as a separate Contribution Account to which no
additional contributions may be allocated, and the vested portion of
such Contribution Account will be determined using the formula in
effect under subsection (c).

(k) Amendment to Vesting Schedule. If the Plan is amended in a way
that directly or indirectly changes the vesting schedule or affects the
computation of the vested percentage, or if the vesting schedule is
automatically changed because the Plan ceases to be Top-Heavy, each
Participant who has at least three years of Service as of the date of the
amendment will be permitted to elect within the election period to have
his/her vested percentage computed without regard to such amendment or
change. Each such election will be made in such manner and in accordance
with such rules as will be prescribed for this purpose by the Plan
Administrator (including by means of voice response or other electronic
media under circumstances permitted by the Plan Administrator).

The date of the amendment for this purpose is the later of the
effective date or adoption date of the amendment.

The "election period" for this purpose will be a reasonable period
determined by the Plan Administrator commencing not later than the date on
which the amendment is adopted and ending no earlier than 60 days after
the latest of the date on which the amendment is adopted, the date on
which the amendment becomes effective, or the date on which the
Participant is issued notice of the amendment. Notwithstanding the
foregoing, an election opportunity need not be provided to any Participant
whose vested percentage under the Plan, as amended, cannot at any time be
less than the vested percentage determined without regard to the
amendment.

(l) Forfeiture in Event of Missing Participant or Beneficiary. If a
Participant or Beneficiary cannot be found after reasonable effort, the
Benefit (or remaining portion thereof) of such Participant or Beneficiary
will be treated as a Forfeiture at such time as is deemed appropriate by
the Plan Administrator. Otherwise, the Benefit will remain in the Plan
until termination of the Plan, at which time it will be treated as a
Forfeiture. In the event of any Forfeiture, if the individual is
subsequently located, the Contribution Accounts will be restored pursuant
to subsection (h)(4) either under the Plan (prior to its termination) or
under another qualified defined contribution plan then maintained by a
Controlled Group Member. If no plan is then being maintained by any
Controlled Group Member, restoration will be made by means of a
distribution from business assets of the Controlled Group Members or other
method deemed appropriate by the Plan Administrator.

(m) Break in Service Rules for Vesting. The Break in Service rules
for participation in Sec. 3.3 will apply in the same manner for vesting
purposes.

10.3 Special Vesting Provisions Related to Life Insurance Policies.
Special vesting provisions may apply with respect to life insurance policies
held within a Contribution Account as provided in Article IX.

- --------------------------------------------------------------------------------
ARTICLE XI - WITHDRAWALS AND LOANS
- --------------------------------------------------------------------------------

SEC 11.1 APPLIES ONLY IF THE PLAN IS A MONEY PURCHASE PENSION PLAN.

11.1 Withdrawals Prior to Termination of Service - Money Purchase Pension
Plan. A Participant may make a withdrawal from his/her Contribution Accounts
prior to Termination of Service, as specified in the Adoption Agreement;
provided that, a withdrawal will not be allowed from an Employer Safe-Harbor or
Regular Pension Contribution Account prior to Normal Retirement Age, or such
later age as may be specified in the Adoption Agreement. Notwithstanding any
provision in the Adoption Agreement or this Basic Plan Document to the contrary,
a Participant may make a withdrawal from his/her Contribution Accounts prior to
Termination of Service upon the attainment of age 70 1/2.

Any withdrawal will be subject to the annuity requirements of Sec. 12.6.

SEC 11.2 APPLIES ONLY IF THE PLAN IS A PROFIT SHARING PLAN.

11.2 Withdrawals Prior to Termination of Service - Profit Sharing Plan. A
Participant may make a withdrawal from his/her Contribution Accounts prior to
Termination of Service as specified in the Adoption Agreement; provided that:

(a) Withdrawals from Employer Regular Matching and Regular Profit
Sharing Contribution Accounts. If withdrawals are allowed from an Employer
Regular Matching or Regular Profit Sharing Contribution Account without
regard to whether the Participant has attained a specified age or
completed a specific number of years of service or participation, then a
withdrawal from such Contribution Account will be limited so that
immediately after such withdrawal the value of the Contribution Account is
not less than the greater of:

(1) The value of such Contribution Account immediately prior
to the withdrawal, minus the value of such Contribution Account 24
months prior to the date of the withdrawal.

(2) The aggregate amount of Employer Regular Matching or
Regular Profit Sharing Contributions allocated to such Contribution
Account during the 24 months prior to the date of the withdrawal.

If so specified in the Adoption Agreement this limit will cease to
apply after the Participant has been an Active Participant in the
applicable Component for five years, and will not apply to any withdrawal
for Hardship.

(b) Hardship Withdrawals. If withdrawals are allowed from
Contribution Account(s) on account of Hardship, the following rules will
apply with respect to such a withdrawal:

(1) A withdrawal will not be allowed from any of the following
Contribution Accounts prior to age 59 1/2: Employer Safe-Harbor or
Qualified Matching Contribution Account; Employer Regular Matching
Contribution Account (or the subaccount thereunder) that reflects
Employer Regular Matching Contributions that were treated as
Deferral Percentage Amounts and included in the Actual Deferral
Percentage Test of Code ss. 401(k); Employer Safe-Harbor or
Qualified Profit Sharing Contribution Account; Employer Regular
Profit Sharing Contribution Account (or the subaccount thereon) that
reflects Employer Regular Profit Sharing Contributions that were
treated as Deferral Percentage Amounts and included in the Actual
Deferral Percentage Test of Code ss. 401(k) or were treated as
Contribution Percentage Amounts and included in the Actual
Contribution Percentage Test of Code ss. 401(m).

(2) A withdrawal will not be allowed from an Employee Pre-Tax
Contribution Account prior to age 59 1/2 in an amount greater than
the balance of such Account as of the later of December 31, 1988,
and the last day of the last Plan Year ending before July 1, 1989
(or such later date specified in Treas. Reg. ss. 1.401(k)-1(h)),
plus the amount of Employee Pre-Tax Contributions added to such
Contribution Account after such date and minus the amount of all
prior withdrawals for Hardship after such date from such
Contribution Account.

(3) A withdrawal must be on account of an immediate financial
need, and must be necessary to satisfy such need, determined as
follows:

(A) A withdrawal will be on account of an immediate
financial need if it is for one of reasons specified in the
Adoption Agreement as being a Hardship.

The Plan Administrator will be responsible for
determining the existence of a Hardship. The Plan
Administrator may rely on the representation as to the
existence of a Hardship given by the Participant, or may
require the Participant to prove a Hardship by such evidence
as may be required by the Plan Administrator.

(B) A withdrawal will be deemed to be necessary to
satisfy an immediate financial need only if the following are
satisfied:

(i) The amount of the withdrawal may not exceed
the amount of the immediate financial need (adjusted to
reflect income taxes or penalties reasonably expected to
result from the distribution, if so specified in the
Adoption Agreement).

The Plan Administrator will be responsible for
determining the amount of the Hardship. The Plan
Administrator may rely on the representation as to that
amount given by the Participant, or may require the
Participant to provide the amount by such evidence as
may be required by the Administrator.

(ii) If the withdrawal is made prior to age 59 1/2
from an Employee Pre-Tax Contribution Account, the
Participant must have obtained all withdrawals and
distributions, other than withdrawals for Hardship, and
all nontaxable loans currently available under the Plan
and all other plans maintained by any Controlled Group
Member.

(iii) If the withdrawal is made prior to age
59 1/2 from an Employee Pre-Tax Contribution Account,
the Participant's Employee Pre-Tax and After-Tax
Contributions under the Plan will be suspended starting
as soon as administratively practicable after such
withdrawal, and continuing for a period of twelve months
from the start of the suspension. At the end of the
suspension period, the Participant may make a new pay
reduction agreement (if otherwise permitted under the
Plan) to be effective as of such date as would otherwise
apply under the Plan had he/she voluntarily elected to
discontinue his/her Employee Pre-Tax Contribution or
After-Tax Contributions (thus, the suspension period may
extend beyond twelve months).

In addition, the Participant's Elective Deferrals
and voluntary contributions under all other qualified
and nonqualified plans of deferred compensation
maintained by any Controlled Group Member will be
suspended starting as soon as administratively
practicable after such withdrawal, and continuing for a
period of at least twelve months after such withdrawal.
If such plan does not provide for such suspension, the
Administrator will be responsible for ensuring that an
otherwise legally enforceable agreement provides for
such suspension (e.g., an employment agreement, or
separate agreement providing solely for such
suspension).

(iv) If the withdrawal is made prior to age 59 1/2
from an Employee Pre-Tax Contribution Account, the
Participant may not make Employee Pre-Tax Contributions
under the Plan or Elective Deferrals under any other
plan maintained by any Controlled Group Member for the
Employee's taxable year immediately following the year
of the withdrawal in excess of the applicable limit
under Code ss. 402(g) for such next taxable year less
the amount of the Employee's Elective Deferrals for the
year of the withdrawal for Hardship.

(c) Age and/or Service Withdrawals. If withdrawals are allowed from
any Contribution Account based on age and/or Service as specified in the
Adoption Agreement, such withdrawals may be made from such Contribution
Account without showing Hardship and without regard to any limits
otherwise imposed under subsection (b).

(d) Withdrawals Limited to Vested Portion. The amount of any
withdrawal from any Contribution Account may not exceed the vested portion
of such Contribution Account, minus any portion of the Contribution
Account attributable to any outstanding loan or life insurance.

(e) Withdrawal Requests. Withdrawal requests must be made in such
manner and in accordance with such rules as will be prescribed for this
purpose by the Plan Administrator (including by means of voice response or
other electronic media under circumstances authorized by the Plan
Administrator).

(f) Source of Funds for Withdrawals from Participant Directed
Accounts. If a Participant is allowed to direct the investment of his/her
Contribution Accounts, the Plan Administrator will establish ordering
rules specifying how investments are to be liquidated to allow for a
withdrawal from any Contribution Account (but in the absence of such
rules, investments will be liquidated on a pro rata basis). The Plan
Administrator instead may allow Participants to specify the ordering
within parameters established by the Lead Employer.

(g) Spousal Consent. If the Participant is subject to the annuity
requirements of Sec. 12.6, those requirements will also apply to
withdrawals under this section.

(h) Notwithstanding any provision in the Adoption Agreement or this
Basic Plan Document to the contrary, a Participant may make a withdrawal
from his/her Contribution Accounts prior to Termination of Service upon
the attainment of age 70 1/2.

The Plan Administrator will direct the Funding Agent respecting the
payment of withdrawals under this section. Payment will be made to the
Participant as soon as administratively practicable following the receipt of a
withdrawal request by the Participant.

11.3 Participant Loan Program. The Lead Employer may establish a
participant loan program pursuant to ERISA ss. 408(b)(1) which, if established,
is incorporated herein by reference. All such loan programs will meet the
following requirements:

(a) Loans shall be made available to all Participants and
Beneficiaries on a reasonably equivalent basis.

(b) Loans shall not be made available to Highly Compensated
Employees in an amount greater than the amount made available to other
employees.

(d) No Participant loan shall exceed the value of the Participant's
Benefit.

(e) If spousal consent to a loan is required by the terms of an
Employer's Plan or an Employer's loan policy, then a Participant must
obtain the consent of his or her Spouse, if any, to use of the Account
balance 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 if the
Account balance is used for renegotiation, extension, renewal, or other
revision of the loan.

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

(g) For Plan Years beginning prior to January 1, 2002, no loans will
be made to any shareholder-employee or owner-employee. For purposes of
this requirement, a shareholder-employee means an employee or officer of
an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of section 318(a)(1) of the Code),
on any day during the taxable year of such corporation, more than 5% of
the outstanding stock of the corporation.

(h) Loan repayments may, at the request of a Participant, be
suspended under this Plan as permitted under Code ss. 414(u)(4).

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

Regardless of whether a participant loan program exists under the Plan,
the Lead Employer may, on a uniform and nondiscriminatory basis, accept a
transfer of an outstanding loan made under the plan of a Predecessor Employer on
behalf of an individual who becomes an Employee in connection with an asset or
stock acquisition by a Controlled Group Member. The Lead Employer may accept a
transfer of an outstanding loan even if Employee Rollover Contributions are not
otherwise allowed under the Plan, even if the Plan does not otherwise accept a
transfer of account balances from the plan of the Predecessor Employer, or even
if the Employee is not entitled to a distribution from the plan of the
Predecessor Employer. Such loan (and cash amounts resulting from repayment of
such loan and investment of such cash amounts) will be credited to a
Contribution Account(s) of the same type as the type to which the loan was
credited under the plan of the Predecessor Employer, but the optional forms of
payment that were available under the plan of the Predecessor Employer will not
be available under the Plan.

- --------------------------------------------------------------------------------
ARTICLE XII - DISTRIBUTIONS AFTER TERMINATION OF SERVICE
- --------------------------------------------------------------------------------

12.1 Distributions to Participants. A Benefit will be paid to the
Participant following his/her Termination of Service (for any reason other than
death) or as of his/her Required Beginning Date or as of such earlier date as
may be specified in the Adoption Agreement, in accordance with the terms of this
Article.

12.2 Distributions to Beneficiaries. That portion of a Benefit that has
been assigned to a Beneficiary will be paid to that Beneficiary after the death
of the Participant in accordance with the terms of this Article.

12.3 Time, Method and Medium of Payment. The Benefit will be paid to a
Participant or Beneficiary as follows:

(a) Time of Payment.

(1) Payment will be made (or commence) to a Participant at
such time after the earliest payment date specified in the Adoption
Agreement as the Participant may elect, but not later than the
earliest of:

(A) The Participant's Required Beginning Date; or

(B) Unless the Participant elects to further defer
commencement, the 60th day after the later of:

(i) The close of the Plan Year in which the
Participant reaches the later of age 62 or Normal
Retirement Age; or

(ii) The close of the Plan Year in which the
Participant's Termination of Service occurs.

However, if the amount of the payment to be made to a
Participant cannot be ascertained by the later of the dates
specified in (i) or (ii), a payment retroactive to such date
may be made no later than 60 days after the earliest date on
which the amount of such payment can be ascertained. An
election by a Participant to defer a

distribution must be made in such manner and in accordance
with such rules as may be prescribed for this purpose by the
Plan Administrator (including by means of voice response or
other electronic media under circumstances authorized by the
Plan Administrator); provided that, the failure by a
Participant to elect a distribution when an election is
required under the Plan will be deemed to be an election to
defer the distribution.

(2) Payment will be made (or commence) to a Beneficiary at
such time after the earliest payment date specified in the Adoption
Agreement as the Beneficiary may elect, but not later than the
latest date allowed under the minimum distribution rules of Code ss.
401(a)(9), as implemented under the Plan.

(b) Methods of Payments. Payment will be made by one or a
combination of the following methods specified in the Adoption Agreement,
as the Participant or Beneficiary may elect:

(1) Payment in a single sum, including, if so specified in the
Adoption Agreement, partial distributions made at the request of the
Participant or Beneficiary.

(2) Payment in a series of annual or more frequent
installments, with full distribution of the Benefit to be made
within such time limit specified in the Adoption Agreement, or with
each installment to be of a fixed amount elected by the Participant
or Beneficiary.

(3) If the Plan is a profit sharing plan, purchase of a
non-transferable, period-certain annuity contract (not contingent on
the survival of any person).

(4) If the Plan is a money purchase pension plan, or if the
Plan is a profit sharing plan and to the extent the Participant is
subject to the annuity requirements of Sec. 12.6, purchase of any
form of non-transferable annuity contract.

(5) Any other method permitted by the Adoption Agreement which
complies with the requirements of this Article.

Any payment method is subject to the minimum distribution rules of
Code ss. 401(a)(9) as implemented under Sec. 12.7.

12.4 Cash-Out of Small Benefits. If so specified in the Adoption
Agreement, if a Benefit does not exceed the cash-out amount, it will be paid in
a single-sum to the Participant or Beneficiary on or as soon as administratively
practicable following the earliest payment date specified in the Adoption
Agreement. In the event of death of the Participant after the earliest payment
date specified in the Adoption Agreement, the Benefit will be paid to his/her
Beneficiary as soon as administratively practicable after the death of the
Participant.

If a Benefit exceeds the cash-out amount as of the payment date specified
in the prior paragraph, but subsequently falls below the cash-out amount for any
reason prior to the commencement of installment or annuity payments to the
Participant or Beneficiary (for example, because of distributions or investment
losses), the Plan Administrator may then direct that the Benefit be paid in a
single-sum to the Participant or Beneficiary. However, prior to March 22, 1999,
a payment will not be made under this provision if the Benefit exceeded the
cash-out amount at the time of any prior withdrawal or distribution from the
Plan. The Plan Administrator will be responsible for monitoring Benefits to
determine whether and when payments are appropriate under this section.

If a Benefit is zero, the Participant will be deemed to have received
distribution of the Benefit in full as of his/her Termination of Service for
purposes of applying the Forfeiture rules of Sec. 10.2(g).

The "cash-out" amount for this purpose is:

(1) Prior to the first Plan Year beginning after August 5,
1997, or such later date as may be specified in the Adoption
Agreement, $3,500 or such lesser amount as may have been specified
in the Plan prior to such date;

(2) Thereafter, $5,000 or such lesser amount as may be
specified in the Adoption Agreement.

12.5 Consent Requirements. If a Benefit exceeds the cash-out amount (as
defined in Sec. 12.4), the Participant must consent to any distribution made
prior to the date he/she attains the later of age 62 or Normal Retirement Age in
accordance with the following:

(a) Consent Within 90 Days. The consent must be obtained in writing
(or in such manner, including voice response or other electronic media, as
may be expressly authorized by the Internal Revenue Service and Plan
Administrator) no more than 90 days prior to the Benefit Starting Date.
Payment will be delayed to the extent necessary to satisfy the notice
requirement under subsection (e), or any other notice requirement imposed
under the Code.

(b) Spousal Consent. If the Participant is subject to the annuity
requirements of Sec. 12.6, his/her Spouse, if any, must also consent to
any distribution made to the Participant other than a distribution to
purchase a Qualified Joint and Survivor Annuity. In addition, if the
Participant is subject to the annuity requirements of Sec. 12.6 and the
portion of the Benefit payable to the Spouse following the death of the
Participant is more than the cash-out amount, the Spouse must consent to
any distribution made prior to the date the Participant would have
attained the later of age 62 or Normal Retirement Age. Any required
consent by a Spouse will be subject to the same notice and election period
requirements that apply to the Participant.

(c) No Consent for Required Distributions. Neither the consent of
the Participant nor his/her Spouse is required to the extent that a
distribution is required to satisfy Code ss. 401(a)(9) or 415, or reflects
a refund of Excess Deferrals to comply with Code ss. 402(g) or a return of
contributions under the Actual Deferral Percentage Test of Code ss.
401(k), or the Actual Contribution Percentage and/or Multiple Use Test of
Code ss. 401(m).

(d) No Consent on Termination of Plan. Upon termination of the Plan:

(1) If the Plan is a profit sharing plan and does not offer an
annuity option purchased from a commercial provider, and if no other
defined contribution plan (other than an employee stock ownership
plan as defined in Code ss. 4975(e)(7)) is maintained by any
Controlled Group Member, a Benefit may, without consent, be
distributed to the Participant or Beneficiary;

(2) Otherwise, a Benefit may, without consent, be transferred
to another defined contribution plan (other than an employee stock
ownership plan as defined in Code ss. 4975(e)(7)) maintained by any
Controlled Group Member if the Participant or Beneficiary does not
elect an immediate distribution of such Benefit.

(e) Notice Requirements. The Plan Administrator will provide the
Participant with the notice required under Treas. Reg. ss. 1.411(a)-11(c)
in writing (or by means of electronic media under circumstances authorized
by the Internal Revenue Service) no less than 30 days and no more than 90
days prior to the Benefit Starting Date (or together with the notice
described in Sec. 12.6(d)). However, the Benefit Starting Date may be less
than 30 days after such notice is provided if the Plan Administrator
provides the Participant with an explanation of the right of the
Participant to have at least 30 days to consider whether or not to elect a
distribution and the Participant, after receiving the notice,
affirmatively elects a distribution. This election must be made in such
manner and in accordance with such rules as may be prescribed by the Plan
Administrator (including by means of voice response or other electronic
media under circumstances authorized by the Plan Administrator).

The notice required under Treas. Reg. 1.411(a)-11(c) may be provided
more than 90 days prior to the Benefit Starting Date under circumstances
expressly authorized in Treas. Reg. 1.411(a)-11(c), but only if the Plan
Administrator then provides the Participant with a summary of such notice
within the time period specified in the prior paragraph. Such summary must
be provided in writing (or by means of electronic media under
circumstances authorized by the Internal Revenue Service and Plan
Administrator).

12.6 Annuity Requirements.

(a) Participants to Whom This Section Applies. The annuity
requirements set forth in this section apply to the following
Participants:

(1) If the Plan is a money purchase pension plan, the annuity
requirements apply to all Participants.

(2) If the Plan is a profit sharing plan, the annuity
requirements apply:

(A) If so specified in the Adoption Agreement, to all
Participants.

(B) To any Participant with respect to whom the Plan is
a direct or indirect transferee of a defined benefit plan, a
money purchase pension plan (including a target benefit plan),
or, except as otherwise permitted under Code ss. 411(d)(16)
and the regulations thereunder, a profit sharing or stock
bonus plan which is subject to the annuity requirements of
Code ss. 417 (other than an elective transfer under Treas.
Reg. ss. 1.411(d)-4 or a transfer made prior to January 1,
1985), but only to the extent of the balance of the
Contribution Account or subaccount thereunder that reflects
amounts attributable to the transfer from such other plan to
the Plan. If the annuity requirements apply to any Participant
because of this paragraph (B), the Plan Administrator may
direct that the annuity requirements apply to all Contribution
Accounts of such Participant and/or may direct that the
annuity requirements apply to all Participants.

(C) To any Participant who is eligible and elects to
receive a distribution in the form of a life contingent
annuity under the Plan.

If the Plan is a profit sharing plan, and the annuity
requirements apply to a Participant because the Adoption Agreement
specifies that the annuity requirements apply to all Participants as
provided in subparagraph (A) or because the Plan is a direct or
indirect transferee of a profit sharing plan which states that the
Participant is subject to the survivor annuity requirement of Code
ss. 417 as provided in subparagraph (B), the Plan may be amended so
that the annuity requirements apply only under the circumstances
provided in subparagraph (C).

However, the annuity requirements apply to a Participant described
above only if he/she has at least one Hour of Service on or after August
23, 1984, or he/she does not have at least one Hour of Service on or after
August 23, 1984, his/her benefit payments have not commenced prior to such
date and he/she elects to have this section apply.

(b) Qualified Joint and Survivor Annuity. A Participant's Benefit
will be applied to purchase the following form of annuity unless a
different form of payment is elected pursuant to a Qualified Election made
within the period beginning 90-days prior to the Benefit Starting Date and
ending 30 days after the notice is given under Sec. 12.5(e) (or, if later,
on the Benefit Starting Date):

(1) If the Participant has a Spouse, a Qualified Joint and
Survivor Annuity.

(2) If the Participant does not have a Spouse, a Life Annuity
for the Participant.

The Participant may elect to have the payments under such an annuity
start as of any date on or after the earliest payment date specified in
the Adoption Agreement.

(c) Qualified Preretirement Survivor Annuity. Either 50% or 100% of
the Participant's Benefit, as specified in the Adoption Agreement, will be
applied to purchase a Qualified Preretirement Survivor Annuity if the
Participant dies before the Benefit Starting Date and he/she has a Spouse,
unless a waiver and designation of Beneficiary is made pursuant to a
Qualified Election made within the period specified below, or the Spouse
makes a Qualified Election of some other form of payment following the
death of the Participant.

(1) A Participant may make a Qualified Election to waive the
Qualified Preretirement Survivor An-

nuity and designate a Beneficiary at any time on or after the first
day of the first Plan Year in which he/she attains age 35 and prior
to his/her death. If the Participant's Termination of Service occurs
prior to the first day of the Plan Year in which the Participant
attains age 35, a waiver and designation of Beneficiary may be made
by the Participant at any time after the Termination of Service.

(2) A Participant who will not attain age 35 as of the end of
the current Plan Year may make a special Qualified Election to waive
the Qualified Preretirement Survivor Annuity and designate a
Beneficiary for the period beginning on the date of such election
and ending on the first day of the Plan Year in which he/she attains
age 35. Such election will not be valid unless the Participant
receives an explanation of the Qualified Preretirement Survivor
Annuity as provided in subsection (e). The Qualified Preretirement
Survivor Annuity 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 will be subject to the full
requirements of this section.

(3) An election by a Surviving Spouse may be made at any time
after the death of the Participant and prior to the Benefit Starting
Date. The Surviving Spouse may elect to have an immediate
commencement annuity purchased and distributed from the Plan.

(d) Explanation of Qualified Joint and Survivor Annuity. In the case
of a Qualified Joint and Survivor Annuity, or Life Annuity for the
Participant, the Plan Administrator will provide the Participant with an
explanation of:

(1) The terms and conditions of the Life Annuity or Qualified
Joint and Survivor Annuity;

(2) The Participant's right to make, and the effect of, an
election to waive the Life Annuity or Qualified Joint and Survivor
Annuity;

(3) The rights of the Participant's Spouse; and

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

The above notice will be provided in writing (or in such other
manner, including voice response or other electronic media, as may be
expressly authorized by the Internal Revenue Service) no less than 30 days
and no more than 90 days prior to the Benefit Starting Date. However,
effective as of the first day of the first Plan Year beginning on or after
January 1, 1997, the notice may be provided less than 30 days prior to the
Benefit Starting Date (and may be provided after the Benefit Starting
Date) if the notice further provides the Participant with an explanation
of the right of the Participant to have at least 30 days to consider
whether to waive the Qualified Joint and Survivor Annuity and elect (with
the consent of his/her Spouse) a form of payment other than a Qualified
Joint and Survivor Annuity, and the right of the Participant to revoke any
payment form election at any time prior to the expiration of the seven-day
period that begins the day after the explanation of the Qualified Joint
and Survivor Annuity is provided (or, if later, until the Benefit Starting
Date).

Benefit payments will be delayed to the extent necessary to satisfy
the notice requirements, but not beyond the latest commencement date
permitted under the Plan.

(e) Explanation of Qualified Preretirement Survivor Annuity. In the
case of the Qualified Preretirement Survivor Annuity, the Plan
Administrator will provide the Participant with an explanation of the
Qualified Preretirement Survivor Annuity in such terms and in such manner
as would be comparable to the explanation of the Qualified Joint and
Survivor Annuity. The notice will be provided in writing (or in such other
manner, including voice response or other electronic media, as may be
expressly authorized by the Internal Revenue Service) within the following
applicable period:

(1) The applicable period is whichever of the following
periods ends last:

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

(B) A reasonable period ending after the Employee
becomes a Participant;

Notwithstanding the foregoing, notice must be provided within
a reasonable period ending after Termination of Service in the case
of a Participant whose Termination of Service occurs before age 35.

(2) For purposes of applying paragraph (1), a reasonable
period ending after the enumerated events described in subparagraph
(B) and (C) is the end of the two-year period beginning one year
prior to the date the applicable event occurs, and ending one year
after that date. In the case of a Participant whose Termination of
Service occurs before the Plan Year in which he/she reaches age 35,
notice will be provided within the two-year period beginning one
year prior to, and ending one year after, Termination of Service. If
such a Participant thereafter returns to employment with any
Controlled Group Member, the applicable period will be redetermined
for such Participant.

(f) Responsibility for Annuity Purchase. The Plan Administrator will
be responsible for selecting the issuer of any annuity contract purchased
under the Plan.

(g) Definitions. The following definitions apply for purposes of
this section (or where the context requires elsewhere in the Plan):

(1) "Benefit Starting Date" - means the first day of the first
period for which a benefit is paid as an annuity or in any other
form available under the Plan (in the case of a single-sum
distribution, the date of such distribution).

(2) "Life Annuity" - means an annuity payable for the life of
the Participant that terminates upon the Participant's death.

(3) "Qualified Election" - means an election that satisfies
the following requirements:

(A) An election will not be effective unless:

(i) The Participant's Spouse consents to the
election in writing (or in such other manner as may be
expressly authorized by the Internal Revenue Service);

(ii) The election designates a specific
Beneficiary (including any class of Beneficiaries or any
contingent Beneficiaries) which may not be changed
without consent of the Spouse (or the Spouse expressly
permits designations by the Participant without any
further consent of the Spouse);

(iii)The election designates a specific form of
benefit payment which may not be changed without consent
of the Spouse (or the Spouse expressly permits
designations by the Participant without any further
consent of the Spouse);

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

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

However, if it is established to the satisfaction of the
Plan Administrator that there is no Spouse or that the Spouse
cannot be located, a waiver by the Participant will be deemed
a Qualified Election.

(B) Any consent by a Spouse (or establishment that the
consent of a Spouse may not be obtained) will be effective
only with respect to such Spouse. A consent that permits
designations by the Participant without any further consent
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.

(C) A revocation of a prior election may be made by a
Participant without the consent of his/her Spouse at any time
before the Benefit Starting Date (or such later date as is
specified in subsection (d)). Any consent by a Spouse is
irrevocable by the Spouse.

(D) No consent obtained under this paragraph will be
valid to waive the Qualified Joint and Survivor Annuity unless
the Participant has received notice as provided in subsection
(d). No consent obtained under this paragraph will be valid to
waive the Qualified Preretirement Survivor Annuity unless the
Participant has received notice as provided in subsection (e).

(4) "Qualified Preretirement Survivor Annuity" - means an
annuity for the life of the Surviving Spouse of the Participant. The
amount of such annuity is the amount of benefit which can be
purchased with either 50% or 100%, as specified in the Adoption
Agreement, of the Participant's Benefit.

(5) "Qualified Joint and Survivor Annuity" - means an
immediate annuity for the life of the Participant with a survivor
annuity for the life of his/her Spouse which is the percentage (not
less than 50% or more than 100%) specified in the Adoption Agreement
of the amount of the annuity which is payable during the joint lives
of the Participant and Spouse. The amount of such annuity is the
amount of benefit which can be purchased with the Benefit.

(h) Conflicts with Annuity Contracts. 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.

12.7 Minimum Distributions.

(a) Minimum Distribution Rules. Payments will be made under the Plan
as necessary to satisfy Code ss. 401(a)(9), including the minimum
distribution incidental death benefit requirement of Prop. Treas. Reg. ss.
1.401(a)(9)-2, as provided in this section.

If the Required Beginning Date is amended under the Plan, and if so
specified in the Adoption Agreement, a Participant who had reached his/her
pre-amendment Required Beginning Date, may elect to discontinue minimum
distributions until his/her post-amendment Required Beginning Date.
Further, if so specified in the Adoption Agreement, there will be a new
Benefit Starting Date upon recommencement of minimum distributions as of
the post-amendment Required Beginning Date. A Participant who was an
Active Participant prior to the effective date of the amendment of the
Required Beginning Date, but who had not reached his/her pre-amendment
Required Beginning Date, will remain eligible to elect minimum
distributions calculated under Code ss. 401(a)(9) as of the pre-amendment
Required Beginning Date unless either (i) withdrawals are otherwise
allowed under the Plan which would permit the Participant to duplicate
such a payment stream (in which case the Participant can make withdrawals
as otherwise allowed under the Plan), or (ii) the Participant had not
attained (or will not attain) age 70 1/2 in the calendar year in which the
amendment is effective.

(b) Minimum Distributions to Participant. A Participant's Benefit
must be distributed in full, or minimum distributions must commence, by
the Participant's Required Beginning Date unless the Participant's death
occurs before that date.

(1) Minimum distributions during the life of the Participant
will be paid no less rapidly than by reference to one of the
following periods:

(A) A period not longer than the life expectancy of the
Participant; or

(B) A period not longer than the joint life and last
survivor expectancy of the Participant and the designated
Beneficiary;

but not to exceed any maximum period specified in the Adoption
Agreement.

(2) Notwithstanding the foregoing, if the designated
Beneficiary is not the Participant's Spouse, minimum distributions
during the life of the Participant will be limited to the maximum
period permitted under Prop. Treas. Reg. ss. 1.401(a)(9)-2, as
amended.

(c) Minimum Distributions to Beneficiary - Death After Required
Beginning Date. If the Participant dies on or after his/her Required
Beginning Date (or after he/she commences payments under an irrevocable
annuity), any remaining benefit will be paid to the Beneficiary at least
as rapidly as under the minimum distribution method being used prior to
the death of the Participant.

(d) Minimum Distributions to Beneficiary - Death Before Required
Beginning Date. If the Participant dies before his/her Required Beginning
Date (and before he/she commences payments under an irrevocable annuity),
any benefit to which a Beneficiary is entitled will be distributed to the
Beneficiary not later than December 31 of the calendar year containing the
fifth anniversary of the death of the Participant, subject to the
following:

(1) If so specified in the Adoption Agreement, payments to a
designated Beneficiary may extend beyond December 31 of the calendar
year containing the fifth anniversary of the death of the
Participant if minimum distributions are paid over a period not
exceeding the life expectancy of such designated Beneficiary or
payments are made under an annuity contract over the life of such
designated Beneficiary (subject to recalculation in the event of a
Spouse as provided in subsection (g)), provided such payments begin
not later than December 31 of the calendar year following the
calendar year of the death of the Participant.

(2) If so specified in the Adoption Agreement, if the
designated Beneficiary is the Surviving Spouse of the Participant,
payments pursuant to paragraph (1) may begin at any time not later
than the later of:

(A) December 31 of the calendar year following the
calendar year of the death of the Participant; or

(B) December 31 of the calendar year in which the
Participant would have reached age 70 1/2.

(3) If a Surviving Spouse who is entitled to benefits under
this subsection (d) dies before the date distributions to the
Surviving Spouse are required to begin under paragraph (1) or (2),
as applicable, this subsection (other than paragraph (2)) will be
applied as if the Surviving Spouse were the Participant, with the
date of death of the Surviving Spouse being substituted for the date
of death of the Participant and, if the Surviving Spouse is allowed
to designate a successor Beneficiary under Sec. 13.4, with the
designated Beneficiary of the Surviving Spouse being substituted for
the designated Beneficiary of the Participant.

(4) If the Participant has not made an election pursuant to
this subsection by the time of death, his/her designated Beneficiary
must elect the method of distribution no later than the earlier of
(i) December 31 of the calendar year in which distributions would be
required to begin under this subsection, or (ii) December 31 of the
calendar year which contains the fifth anniversary of the death of
the Participant. If the Participant has no designated Beneficiary,
or if the designated Beneficiary does not elect a minimum
distribution method, distribution of the Benefit must be completed
in full by December 31 of the calendar year containing the fifth
anniversary of the death of the Participant.

(5) If more than one Beneficiary is entitled to benefits
following the death of the Participant, the interest of each
Beneficiary will be segregated into a separate Contribution Account
or subaccount thereof for purposes of applying this section and for
purposes of investments under Article VIII.

(6) If an annuity contract has been purchased and distributed
to the Participant and if payments under that contract have
irrevocably commenced prior to the Required Beginning Date,
subsection (c), rather than this subsection (d), will apply to
payments following the death of the Participant.

(e) Calculation of Minimum Distribution. The amount of the minimum
distribution for each calendar year, beginning with the first calendar
year for which a minimum distribution is required, must be at least equal
to the quotient obtained by dividing the Benefit measured as of the most
recent Valuation Date preceding the calendar year (increased by the amount
of any contributions allocated to, and decreased by the amount of any
distributions made from, the Participant's Contribution Accounts as of a
date in the preceding calendar year following such Valuation Date) by the
number of years of life expectancy which remain, determined as provided in
subsection (g).

(1) For purposes of this subsection, the first calendar year
for which a minimum distribution is required will be determined as
follows:

(A) In the case of minimum distributions to the
Participant, the first calendar year for which a minimum
distribution is required is the year preceding the calendar
year which contains the Participant's Required Beginning Date.
The minimum distribution for subsequent calendar years,
including the calendar year which contains the Participant's
Required Beginning Date, must be made on or before December 31
of that calendar year.

For purposes of this subsection, if any portion of the
minimum distribution for the first calendar year for which a
minimum distribution is required is made during the next
calendar year and on or before the Required Beginning Date,
that distribution will be treated as if it had been made in
the previous calendar year.

(B) In the case of minimum distributions to a designated
Beneficiary pursuant to subsection (d), the first calendar
year for which a minimum distribution is required is the
calendar year containing the latest date by which minimum
distributions must start under subsection (d).

(2) Any minimum distribution method under this section will be
elected by the individual entitled to the minimum distributions and
the election will specify the method for determining life
expectancies under subsection (g). The election will be made in such
manner and in accordance with such rules as will be prescribed for
this purpose by the Plan Administrator (including by means of voice
response or other electronic media under circumstances authorized by
the Plan Administrator). The election will be irrevocable after the
date minimum distributions are required to start under subsection
(b) or (d), except that the individual entitled to minimum
distributions may elect to receive a larger amount at any time.

(3) Notwithstanding the foregoing, if the designated
Beneficiary is not the Participant's Spouse, the amount to be
distributed to the Participant for each year, beginning with the
first calendar year for which a distribution is required, will not
be less than the quotient obtained by dividing the Benefit by the
applicable divisor determined from the table set forth in Q&A-4 of
Prop. Treas. Reg. ss. 1.401(a)(9)-2, as amended. Distributions after
the death of the Participant will be made without regard to this
paragraph (3).

(f) Calculation of Annuity Distributions. If a benefit is applied to
purchase an annuity contract, the issuer of the contract may be any
company engaged in the business of writing annuity contracts, and the
contract must satisfy the following requirements:

(1) If the Participant is not subject to the annuity
requirements of Sec. 12.6, the annuity contract must provide for
periodic payments over a fixed period no longer than the applicable
life expectancy or joint life and last survivor expectancy allowed
under subsection (b) or (d). The total annual payment may not be
less than the amount determined under the formula in subsection (e).
Life expectancies for this purpose will be determined pursuant to
subsection (g) at the time payments begin. The annuity contract will
be endorsed to prohibit any optional settlement which provides for
payment in any form of a Life Annuity.

(2) If the Participant is subject to the annuity requirements
of Sec. 12.6, the annuity must provide for periodic payments over
the life of the Participant or Beneficiary, over the joint lives of
the Participant and the designated Beneficiary or over a fixed
period determined as provided in paragraph (1).

(3) All annuity contracts distributed hereunder must be
nontransferable.

Distributions under an annuity contract will be made in accordance
with the requirements of Code ss. 401(a)(9) and the proposed regulations
thereunder, and the provisions of any annuity contract will comply with
the requirements of the Plan.

(g) Life Expectancies. For purposes of this section, life
expectancies initially will be determined based on the birth dates
occurring in the first calendar year for which a minimum distribution is
required, using the expected return multiples in Tables V and VI of Treas.
Reg. ss.1.72-9, in accordance with regulations under Code ss. 401(a)(9).
Such determinations will also be in accordance with the following:

(1) For life expectancies determined for purposes of minimum
distributions to the Participant starting as of his/her Required
Beginning Date, life expectancies will be calculated based on the
Participant's (and the designated Beneficiary's) age as of the
birthday in the calendar year preceding the calendar year which
contains the Participant's Required Beginning Date. For purposes of
calculating the minimum distribution for each subsequent calendar
year, one of the following methods will apply based upon the
election (or default election) under paragraph (3):

(A) If the life expectancy of the Participant (or the
joint life and last survivor expectancy of the Participant and
the designated Beneficiary who is a Surviving Spouse) is being
recalculated, then the life expectancy of the Participant (or
the joint life and last survivor expectancy of the Participant
and the Surviving Spouse) will be recalculated using the
Participant's (and the Spouse's) actual age as of the
Participant's (and the Spouse's) birthday in each subsequent
calendar year.

(B) If the life expectancy of the Participant (or the
joint life and last survivor expectancy of the Participant and
the designated Beneficiary) is not being recalculated, then
the initial life expectancy (or joint life and last survivor
expectancy) will be reduced by one for each subsequent
calendar year.

(C) If a joint life and last survivor expectancy is
being determined by recalculating one but not both of the
joint lives, then the joint life and last survivor expectancy
will be recalculated using (i) the actual age of the
individual whose life expectancy is being recalculated as of
the individual's birthday in each subsequent calendar year and
(ii) the adjusted age of the individual whose life expectancy
is not being recalculated. An individual's "adjusted age" for
this purpose is determined in accordance with regulations
under Code ss. 401(a)(9).

(2) For life expectancies determined for purposes of minimum
distributions to a Beneficiary if the Participant dies prior to
his/her Required Beginning Date, the designated Beneficiary's life
expectancy will be calculated based on the Beneficiary's age as of
the birthday in the calendar year in which minimum distributions are
required to start to the Beneficiary. For purposes of calculating
the minimum distribution for each subsequent calendar year, one of
the following methods will apply:

(A) If the designated Beneficiary is the Participant's
Surviving Spouse, and the life expectancy is being
recalculated, then the Surviving Spouse's life expectancy will
be recalculated using the Surviving Spouse's actual age as of
the Surviving Spouse's birthday in each subsequent calendar
year.

(B) If the designated Beneficiary's life expectancy is
not being recalculated, then the initial life expectancy will be
reduced by one for each subsequent calendar year.

(3) The life expectancy of a Participant or the life
expectancy of a designated Beneficiary who is the Participant's
Spouse, or both of their life expectancies, may be recalculated each
year as specified in the Adoption Agreement. If recalculation is
permitted at the election of the Participant, such election must be
made no later than the date distributions are required to start
under subsection (b) or (d), and will be irrevocable after such
date. If no election is made by the date distributions are required
to start under subsection (b) or (d), life expectancies will be
recalculated or not recalculated as specified in the Adoption
Agreement. The life expectancy of a Beneficiary who is not the
Participant's Spouse may not be recalculated.

(4) If the life expectancy of a Participant (or the
Participant's Spouse) is being recalculated, the recalculated life
expectancy of the Participant (or Spouse) will be reduced to zero in
the calendar year following the calendar year in which Participant
(or Spouse) dies.

(5) If an annuity contract has been purchased and distributed
to the Participant and if payments under that contract start prior
to the Required Beginning Date, life expectancies for purposes of
applying this subsection will be initially calculated as of the
calendar year such payments commence. If an annuity is purchased
with the remaining interest following the Participant's death and is
distributed to the designated Beneficiary, and that annuity is
scheduled to start immediately, life expectancies for purposes of
applying this subsection will be initially calculated as of the
calendar year in which the purchase is made.

(6) If there is more than one designated Beneficiary, the life
expectancy of the designated Beneficiary with the shortest life
expectancy will be used for purposes of calculating minimum
distributions under this section. If the designated Beneficiary is a
trust, the life expectancy of the designated Beneficiary will be
zero unless the trust complies with the requirements for
look-through to the shortest life expectancy of the beneficiaries of
the trust as provided in regulations or proposed regulations under
Code ss. 401(a)(9).

(h) Transition Rules. Notwithstanding the foregoing, but subject to
the annuity requirements of Sec. 12.6, distributions may be made to any
Participant or Beneficiary pursuant to any designation made prior to
January 1, 1984 which satisfied all the requirements of this subsection
(regardless of when distributions commence):

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

(2) The distribution must be in accordance with a method of
distribution designated by the Participant whose interest is being
distributed or, if the Participant is deceased, by his/her
Beneficiary.

(3) Such designation must have been in writing, signed by the
Participant or the Beneficiary, and made before January 1, 1984.

(4) The Participant must have accrued a benefit under the Plan
as of December 31, 1983.

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

(6) A distribution upon death will not be covered by this
subsection unless the designation contains the required information
described above with respect to the distributions to be made upon
the death of the Participant.

(7) For any distribution which commenced before January 1,
1984, but continues after December 31, 1983, the Participant, 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 requirement
in paragraphs (1) and (5).

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

(i) The provisions in this Sec. 12.7 are subject to the consent
requirements of Sec. 12.5, as and where applicable.

12.8 Direct Rollovers.

(a) Eligible Rollover Distributions. An Eligible Rollover
Distributee may elect to have all or any portion of an Eligible Rollover
Distribution of at least $500 (or such lesser amount as may be prescribed
from time to time by the Plan Administrator) paid directly to one or more
Eligible Re-

tirement Plans. Such election must be made in such manner and in
accordance with such rules as will be prescribed for this purpose by the
Plan Administrator (including by means of voice response or other
electronic media under circumstances authorized by the Plan
Administrator).

An Eligible Rollover Distributee may not elect a direct rollover of
any deemed distribution resulting from an outstanding loan under the Plan
to a Participant.

(b) Tax Notice Requirements. The Plan Administrator will provide the
Participant with the tax notice required under Code ss. 402(f) in such
manner and in accordance with such timing rules as apply to the notice
required under Sec. 12.5(e).

The notice required under Code ss. 402(f) may be provided more than
90 days prior to the Benefit Starting Date under circumstances expressly
authorized in Treas. Reg. ss. 1.402(f)-1, but only if the Plan
Administrator then provides the Participant with a summary of such notice
within the time period specified in Sec. 12.5(e). Such summary must be
provided in writing (or by means of electronic media, or orally by means
of a voice response system, under circumstances authorized by the Internal
Revenue Service).

(c) Defined Terms. The following definitions apply for purposes of
this section (or where the context requires elsewhere in the Plan):

(1) "Eligible Rollover Distribution" - means any distribution
of all or any portion of the balance to the credit of the Eligible
Rollover Distributee except:

(A) Any distribution that is one of a series of
substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
Eligible Rollover Distributee or the joint lives (or joint
life expectancies) of the Eligible Rollover Distributee and
his/her designated Beneficiary, or for a specified period of
ten years or more;

(B) Any distribution to the extent such distribution is
a minimum distribution required under Code ss. 401(a)(9) that
is paid on or after the January 1 of the calendar year prior
to the calendar year in which falls the Required Beginning
Date;

(C) The portion of any distribution that is not included
in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to Qualifying
Employer Securities or Predecessor Employer Securities); or

(D) Any distribution received on or after January 1,
1999 (or such later date as the Plan Administrator chooses to
implement this provision, but not later than January 1, 2000)
from an Employee Pre-Tax Contribution Account for Hardship
prior to Termination of Service and prior to age 59 1/2.

(2) "Eligible Rollover Distributee" - means:

(A) Any Employee or former Employee; or

(B) The Surviving Spouse of any Employee or former
Employee; or

(C) The Spouse or former Spouse of any Employee or
former Employee who is the alternate payee under a qualified
domestic relations order (as defined in Code ss. 414(p)).

(3) "Eligible Retirement Plan" - means an individual
retirement account described in Code ss. 408(a), an individual
retirement annuity described in Code ss. 408(b), an annuity plan
described in Code ss. 403(a), a qualified trust described in Code
ss. 401(a), or any other plan or account allowed under future
legislation or regulation that accepts the Eligible Rollover
Distribution. However, in the case of an Eligible Rollover
Distribution to a Surviving Spouse, an Eligible Retirement Plan is
an individual retirement account or individual retirement annuity.

12.9 Distributions From More Than One Contribution Account. The Plan
Administrator will establish ordering rules specifying how distributions are to
be made from the various Contribution Accounts (and in the absence of such
rules, distributions will be made on a pro rata basis from the various
Contribution Accounts), and specifying how investments are to be liquidated to
allow for a distribution (and in the absence of such rules, investments will be
liquidated on a pro rata basis). The Plan Administrator may allow Participants
or Beneficiaries to specify the ordering within parameters established by the
Plan Administrator.

12.10 Accounting Following Termination of Service. A Participant's Benefit
(or the remaining part thereof) will continue to be revalued as of each
Valuation Date until full distribution of the Benefit has been made to the
Participant or Beneficiary. Payment of the premium on an annuity contract for a
distributee will be considered a full distribution for this purpose.

12.11 Reemployment. Payments under the Plan (other than payments under an
irrevocable annuity) will cease upon reemployment of a Participant by any
Controlled Group Member (except as provided by the minimum distribution rules of
Code ss. 401(a)(9)) and the Account will thereafter be available for withdrawal
or distribution in accordance with the terms of the Plan.

12.12 Source of Benefits. All benefits to which any Person is entitled
under the Plan will be provided only out of the Plan Assets and only to the
extent that the Plan Assets are adequate therefore. No benefits are provided
under the Plan except those expressly described herein.

12.13 Minors and Incompetent Payees. If a Participant or Beneficiary is a
minor, or if the Plan Administrator believes that a Participant or Beneficiary
is not able to care for his/her affairs because of a mental or physical
condition, payments due such individual may be made to his/her parent (in the
case of a minor), guardian, conservator, or other legal personal representative
upon the furnishing of evidence of such status that is satisfactory to the Plan
Administrator. Before such evidence is furnished, payments due the individual
may be made, for such individual's use and benefit, to any individual or
institution then in the opinion of the Plan Administrator caring for or
maintaining the individual. The Plan Administrator will have no liability with
respect to payments so made and will have no duty to make inquiry as to the
competence of any individual entitled to receive payments hereunder.

12.14 Benefits May Not Be Assigned or Alienated. A Participant's or
Beneficiary's interest in the Plan may not in any

manner whatsoever be assigned or alienated, whether voluntarily or
involuntarily, directly or indirectly, subject to the following:

(a) Domestic Relations Orders. This does not prohibit the Account
of, or payments being made to, a Participant under the Plan from being
assigned pursuant to a domestic relations order that is determined by the
Plan Administrator to be a qualified domestic relations order (as defined
in Code ss. 414(p)), or a domestic relations order entered before January
1, 1986. Such assignments will be subject to the provisions of Sec. 20.5.

(b) Convictions and Judgments. This does not prohibit a payment made
(or eligible to be made) to a Participant under the Plan from being offset
by an amount that the Participant is ordered or required to pay to the
Plan if the following conditions are satisfied:

(1) The order or requirement to repay must arise under a
judgment of conviction for a crime involving the Plan, under a civil
judgment (including a consent order or decree) entered by a court in
an action brought in connection with a violation (or alleged
violation) of Part 4 of Subtitle B of Title I of ERISA, or pursuant
to a settlement agreement between the Secretary of Labor and the
Participant in connection with a violation (or alleged violation) of
Part 4 of such Subtitle;

(2) The judgment, order, decree or settlement agreement must
be issued or entered into on or after August 5, 1997;

(3) The judgment, order, decree or settlement agreement must
expressly provide for the offset of all or part of the amount
ordered or required to be paid to the Plan against the payment made
(or eligible to be made) to the Participant under the Plan; and

(4) In a case in which the payment made (or eligible to be
made) to the Participant is subject to the annuity requirements of
Sec. 12.6, and the Participant has a Spouse at the time at which the
offset is to be made, the Spouse must either:

(A) Consent to the offset (with such consent obtained in
accordance with Sec. 12.6) or, have previously elected to
waive the Qualified Joint and Survivor Annuity or Qualified
Preretirement Survivor Annuity;

(B) Have been ordered or required in such judgment,
order, decree or settlement to pay an amount to the Plan in
connection with a violation of Part 4 of Subtitle B of ERISA;
or

(C) Have retained the right under such judgment, order,
decree or settlement to receive a survivor annuity form of
benefit pursuant to Code ss. 401(a)(11).

(c) Other Exceptions. This does not prohibit the Plan from
recognizing any other assignment allowed under Code ss. 401(a)(13) and
ERISA, including, but not limited to:

(1) The enforcement of a Federal (but not State) tax levy, or
collection on a judgment resulting from an unpaid tax assessment;

(2) Any arrangement for withholding of Federal, State or local
tax from benefit payments, including an arrangement described in
Sec. 20.6;

(3) Any arrangement for the recovery of overpayments of
benefits previously paid to a Participant or Beneficiary; or

(4) Any arrangement for direct deposit of benefit payments
(including into a joint bank account for the Participant and his/her
Spouse).

12.15 Conditions Precedent to Receipt of a Benefit. A Participant or
Beneficiary is not entitled to a Benefit under the Plan until he/she has
submitted all relevant data reasonably requested by the Plan Administrator
(including, but not limited to, proof of birth or death), and until his/her
right to that Benefit has been finally determined by the Plan Administrator.

12.16 Transfer to Other Qualified Plan. In lieu of distributing a Benefit
under the Plan, the Plan Administrator may direct the Funding Agent to make a
direct transfer of assets and liabilities from the Plan to some other plan which
meets the requirements for qualification under Code ss. 401(a), subject to the
following:

(a) No Effect on Qualification. Any such transfer will be made only
if the Plan Administrator has received evidence acceptable to it that such
transfer will not adversely affect the qualified status of the Plan,
including evidence that the recipient plan is a qualified plan, that it
contains provisions specifically authorizing it to receive direct
transfers from other plans, and that the recipient plan will satisfy the
applicable requirements of the Plan and the Code with respect to the
transferred funds following the transfer (including but not limited to the
requirements of Code ss. 411(d)(6) and 417).

(b) Notices. Any necessary notices will have been filed with the
Internal Revenue Service at least 30 days prior to the date assets are
transferred.

(c) No Rights After Transfer. In the event a transfer of assets and
liabilities occurs under this section, each affected Participant or
Beneficiary will thereafter be entitled to no further Benefit from the
Plan based on Service prior to the transfer.

(d) Only Full Transfers Allowed. A Participant's entire Benefit must
be transferred under this section; partial transfers will not be allowed.

12.17 Special Distribution Provisions. If the Plan includes (or included
in the past) an Employee Pre-Tax Contribution Component, a Participant's Benefit
may be distributed upon the occurrence of any of the following events:

(a) Termination Without Successor Plan. The termination of the Plan
without the establishment of or maintenance of a successor defined
contribution plan (as defined in Treasury Regulation ss. 1.401(k)-1(d)(3))
other than an employee stock ownership plan (as defined in Code ss.
4975(e)(7)), a simplified employee pension plan (as defined in Code ss.
408(k)), or a SIMPLE IRA Plan (as defined in Code ss. 408 (p)).

(b) Sale of Assets of Trade or Business. The disposition by a
Participating Employer that is a corporation to an unrelated corporation
of substantially all of the assets (within

the meaning of Code ss. 409(d)(2)) used in a trade or business of such
Participating Employer if such Participating Employer continues to
maintain the Plan after the disposition.

This subsection (b) applies only with respect to an individual who
continues employment with the corporation acquiring such assets.

(c) Sale of Subsidiary. The disposition by a Participating Employer
that is a corporation to an unrelated entity of such Participating
Employer's interest in a subsidiary (within the meaning of Code ss.
409(d)(3)) if such Participating Employer continues to maintain the Plan
after the disposition.

This subsection (c) applies only with respect to an individual who
continues employment with such subsidiary.

Any distributions that may be made pursuant to one or more of the
foregoing distributable events are subject to any applicable consent
requirements for the Participant or Spouse under this Article. In addition,
distributions made due to an event described in this section will be made in a
lump sum.

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ARTICLE XIII - DESIGNATION OF BENEFICIARY
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13.1 Beneficiary Designation. A Participant may designate any Person as
his/her Beneficiary to receive any amount payable under the Plan as a result of
his/her death. However, a Participant may designate a class (e.g., "children")
as Beneficiary only if class designations are permitted by the Plan
Administrator.

A Participant may change or revoke a designation previously made without
the consent of any Beneficiary named therein, except as limited by Sec. 13.2. A
designation (or revocation of a prior designation) of Beneficiary will be made
in such manner and in accordance with such rules as will be prescribed for this
purpose by the Plan Administrator (including by means of voice response or other
electronic media under circumstances authorized by the Plan Administrator and
permitted under the Code and ERISA). If the Spouse of a Participant is
designated as a Beneficiary and the Spouse and Participant divorce, the
designation will be applied as if the Spouse had predeceased the Participant
unless otherwise provided in the rules prescribed by the Plan Administrator, or
unless otherwise required under a qualified domestic relations order, as defined
in Code ss. 414(p).

The Plan Administrator will be responsible for determining the identity of
the Beneficiary.

The Plan Administrator and all parties involved in making payment to a
Beneficiary may rely on the latest designation on file at the time of payment
(or may make payment pursuant to Sec. 13.3 if a designation is not on file),
will be fully protected in doing so, and will have no liability whatsoever to
any Person making claim for such payment under a subsequently filed designation
or for any other reason.

13.2 Special Requirements for Married Participants. A Participant who has
a Spouse is subject to the following rules:

(a) Participants Subject to Annuity Requirements. If the Participant
is subject to the annuity requirements of Sec. 12.6, the waiver of a
Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor
Annuity and the designation of a Beneficiary must be made in accordance
with a Qualified Election under Sec. 12.6.

(b) Other Participants. If the Participant is not subject to the
annuity requirements of Sec. 12.6, his/her Surviving Spouse will be
his/her sole Beneficiary unless the Spouse has consented in writing (or in
such other manner as may be prescribed by the Plan Administrator and
permitted under the Code and ERISA) to the designation of additional or
different Beneficiaries in an election that satisfies the requirements to
be a Qualified Election under Sec. 12.6 (but without regard to any notice
requirements thereunder). However, consent is not required if it is
established to the satisfaction of the Plan Administrator that such
consent cannot be obtained because there is no Spouse, because the Spouse
cannot be located, or because of such other circumstances as may be
prescribed by federal regulations. In addition, if so specified in the
Adoption Agreement, this consent requirement will not apply until the
Participant and Spouse have been married for one year.

This section applies only to a Participant who has at least one Hour of
Service on or after August 23, 1984.

13.3 No Designation. If a Participant has no Surviving Spouse and if the
Participant has no designation of Beneficiary on file at the time of his/her
death (or if no designated Beneficiary survives the Participant), the
Participant's estate will be his/her Beneficiary except as otherwise specified
in the Adoption Agreement.

13.4 Successor Beneficiary. A Beneficiary may designate a successor
Beneficiary only if so specified in the Adoption Agreement. If a Beneficiary is
permitted to designate a successor Beneficiary, such designation may not be made
prior to the death of the Participant, and if made after the death of the
Participant, will not be effective to the extent that it would operate to change
any designation made by a Participant (e.g., if a Participant had designated a
contingent Beneficiary to take on the death of the primary Beneficiary, the
primary Beneficiary cannot change that designation). If a Beneficiary is not
permitted to or does not designate a successor Beneficiary, any benefit
remaining payable under the Plan at the death of the Beneficiary will be payable
to any contingent Beneficiary designated by the Participant, or otherwise to the
estate of the deceased Beneficiary.

Notwithstanding the elections in the Adoption Agreement, if a Participant
dies prior to his/her Required Beginning Date (and prior to commencement of an
irrevocable annuity), if his/her Surviving Spouse is the Beneficiary, such
Surviving Spouse may designate a successor Beneficiary if so permitted by the
Plan Administrator. If a Surviving Spouse is permitted to designate a successor
Beneficiary, such designation will be made in accordance with the same rules
(other than Sec. 13.2) applicable to a designation by the Participant.

13.5 Insurance Contract. Notwithstanding the foregoing, if any benefits
are payable under a contract issued by an insurance company to a Participant
(which does not include an Annuity Funding Contract), that contract will govern
the designation of Beneficiary with respect to such benefits, except to the
extent the contract is inconsistent with the provisions of Sec. 12.6 or 13.2. In
this situation, the Participant's Spouse must be the beneficiary under any such
insurance contracts unless the spousal consent requirements of said sections are
satisfied.

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ARTICLE XIV - ADMINISTRATION OF PLAN
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14.1 Administration.

(a) Plan Administrator. The Plan Administrator will be the Person
specified as such in the Adoption Agreement. If the Plan Administrator is
the Lead Employer, action by the Lead Employer with respect to the Plan
may be taken by any of the following:

(1) If the Lead Employer is a corporation, by its board of
directors or chief executive officer.

(2) If the Lead Employer is other than a corporation, by its
governing body or managing individual or partner.

(3) Any Person to whom responsibilities for a particular
function with respect to the Plan has been delegated by a Person
described in (1) or (2) in a writing that is filed with the records
of the Plan.

If the Plan Administrator is a committee of individuals, or if the
Plan Administrator is the Lead Employer and the Lead Employer delegates
administrative authority to a committee of individuals, the Lead Employer
will establish rules of procedure for the committee, including rules
regarding how such committee is to act (e.g., by meeting or by written
action), the vote required for action by the committee (e.g., a majority
or a majority of a quorum), and other procedures for the operation of the
committee as deemed appropriate by the Lead Employer. Any such committee
may delegate authority among the members of the committee unless such
delegation is expressly prohibited by the Lead Employer.

(b) Authority and Duties of Plan Administrator. The Plan
Administrator will manage the operation and administration of the Plan and
make all decisions and determinations incident thereto, except to the
extent that authority with respect to a particular item is expressly
reserved to another Person in the Plan or Funding Agreement or is
delegated to another Person by the Lead Employer. The duties of the Plan
Administrator will include (but are not limited to) the following:

(1) To insure proper determination of eligibility to
participate in each Component of the Plan;

(2) To insure proper implementation of pay reduction
agreements under the payroll system of the Participating Employers
(as necessary to provide for Employee Pre-Tax Contributions,
Employee After-Tax Contributions, loan repayments or for any other
purpose under the Plan);

(3) To insure proper allocation of contributions;

(4) To insure proper determination of the eligibility for, and
the amount, manner and timing of any distribution of, benefits from
the Plan;

(5) To insure proper documentation and disbursements of loans
and proper repayment of loans made by Participants;

(6) To insure proper resolution of any claim for benefits;

(7) To insure proper distribution of all statements and
notices required by law to Participants and Beneficiaries;

(8) To insure proper filing of all notices, reports and other
documents required by law with the Internal Revenue Service, the
Department of Labor or other governmental agencies; and

(9) To insure compliance with all disclosure requirements of
ERISA.

(c) Rules and Procedures. The Plan Administrator may establish rules
and procedures for the proper administration of the Plan as are deemed
appropriate by the Plan Administrator. The Plan Administrator will insure
that any such rules and procedures comply with applicable law and terms of
the Plan, and that such rules and procedures do not result in
impermissible discrimination in favor of Highly Compensated Employees.

(d) Recordkeepers and Other Non-Discretionary Service Providers. The
Plan Administrator may retain a recordkeeper and other non-discretionary
service providers as deemed appropriate by the Plan Administrator. The
Plan Administrator will be responsible for providing the recordkeeper or
other non-discretionary service provider with all data and other
information necessary for the recordkeeper or service provider to perform
the services for which it was retained under the Plan. A recordkeeper or
other non-discretionary service provider may act on directions given by
the Plan Administrator which the recordkeeper or service provider deems in
good faith to have been authorized, and may rely on the data and other
information supplied by the Plan Administrator.

14.2 Fiduciary Provisions.

(a) Named Fiduciaries. The Lead Employer will be responsible for
selecting, allocating the fiduciary responsibilities among, and monitoring
the performance of the Named Fiduciaries. Any Person may serve in more
than one fiduciary capacity with respect to the Plan.

(b) Authority and Duties of Fiduciaries. A Named Fiduciary will have
such authority and responsibility as may be assigned under the Plan or
Funding Agreement, or as may be delegated to the Named Fiduciary by the
Lead Employer, and a Named Fiduciary will be recognized and treated as a
fiduciary only with respect to the particular fiduciary functions as to
which such fiduciary has authority and responsibility.

A Named Fiduciary (or any other fiduciary) will discharge
his/her/its duties with respect to the Plan solely in the interests of
Participants and their Beneficiaries and with the care, skill, prudence,
and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims. A
fiduciary with respect to the Plan will not cause the Plan to engage in
any prohibited transaction within the meaning of ERISA.

(c) Advisers. A Named Fiduciary may retain one or more Persons to
render advice with regard to any authority or responsibility such
fiduciary has under the Plan.

14.3 Compensation, Fees and Expenses.

(a) Compensation. A Named Fiduciary (other than an Employee,
Participant or a Controlled Group Member), and a recordkeeper or other
non-discretionary service pro-

vider to the Plan, will be entitled to receive such reasonable
compensation for services rendered, and for the reimbursement of expenses
properly and actually incurred in the performance of such services, as may
be agreed to between the fiduciary, recordkeeper or other
non-discretionary service provider and the Lead Employer. A fiduciary, and
a recordkeeper or other non-discretionary service provider will be
entitled to payment of such compensation and expense reimbursements out of
Plan Assets if such amounts are not paid directly by the Lead Employer or
other Controlled Group Member.

(b) Payment of Compensation, Fees and Expenses Out of Plan Assets.
Compensation and expense reimbursements payable to fiduciaries, and to
recordkeepers and other non-discretionary service providers, and any other fees
and expenses incurred in the operation or administration of the Plan, may be
paid out of Plan Assets if not prohibited by ERISA. Such other fees and expenses
include, but are not limited to, recordkeeping fees, trustee and custodial fees,
check processing fees, fees and expenses for investment education or advice
services, premiums on bonds required under ERISA, and also any direct costs
incurred by any Participating Employer to the extent that payment of such
amounts out of the Plan Assets is not prohibited by ERISA.

The Plan Administrator will provide such information to Participants and
Beneficiaries as the Plan Administrator deems appropriate with respect to fees
and fee arrangements of any service provider or investment, and no Funding Agent
or service provider will have any responsibility for providing such information
to any Participant or Beneficiary.

14.4 Records. The Plan Administrator will retain such records as are
required by ERISA (or any other applicable law). Records will be retained as
long as necessary for the proper administration of the Plan and at least for any
period required by ERISA (or other applicable law). Writing, photostating,
photographing, micro-filming, magnetic media, mechanical or electrical
recording, are examples of acceptable means of record retention.

The Plan Administrator will be responsible for providing directions to any
Person performing any function in the operation or administration of the Plan or
the investment or control of Plan Assets as to the records to be retained by the
Person, the format of such records and the length of time such records are to be
retained for purposes of the Plan.

14.5 Communications to Payees. A Participant, Beneficiary or alternate
payee under a qualified domestic relations order (as defined in Code ss. 414(p))
will be obligated to keep his/her address current with the Plan Administrator,
and any communications sent by the Plan Administrator (or any recordkeeper or
other service provider to the Plan) to a Participant, Beneficiary or alternate
payee at his/her last known mailing address will be sufficient under the Plan
and will be binding on the Person.

14.6 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document, or other instrument which the Person acting in
reliance thereon considers to be pertinent and reliable and to be signed, made,
or presented by the proper party.

14.7 Correction of Errors. The Plan Administrator will have the power to
cause such equitable adjustments to be made as it considers appropriate to
correct any mathematical and accounting errors that may be made or any mistakes
that may arise by reason of factual errors in information supplied to the
Participating Employers, Plan Administrator, Funding Agent, recordkeeper, or
other non-discretionary service provider.

The Plan Administrator will be responsible for determining whether any
correction made under the Plan is appropriate under the Employee Plans
Compliance Resolution System (EPCRS), or any successor procedures issued by the
Internal Revenue Service, and all Persons performing any function in the
operation or administration of the Plan or the investment or control of Plan
Assets may rely on the determination of the Plan Administrator.

14.8 Claims Procedure. The Plan Administrator will establish a claims
procedure consistent with the requirements of ERISA.

A Participant or Beneficiary will not be entitled to seek judicial review
of any claim denial unless he/she has complied with such claim procedures and
exhausted his/her review rights under such procedures.

14.9 Bonding. Plan officials (as defined in ERISA ss. 412) will be bonded
to the extent required by ERISA. Premiums for such bonding may, in the sole
discretion of the Lead Employer, be paid in whole or in part from Plan Assets.

The Lead Employer may provide by agreement with any Person that the
premium for required bonding will be paid by such Person.

14.10 Waiver of Notice. Any notice required under the Plan may be waived
by the Person entitled to such notice.

14.11 Agent for Legal Process. The Lead Employer will be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until the Lead Employer designates some other Person as such agent.

14.12 Actions Against the Secretary of Labor. The Plan Administrator may
bring suit to review a final order of the Secretary of Labor, to restrain the
Secretary of Labor from taking any actions contrary to the provisions of ERISA,
or to compel the Secretary to take any action required under Title I of said
Act. If the Plan Administrator acting in good faith brings any such suit in
connection with any matter affecting the Plan, the costs and expenses (including
legal fees) of such suit may be paid from the Fund.

14.13 Effect of Criminal Conviction. A Person who has been convicted of a
crime will not be permitted to serve as Plan Administrator, fiduciary, officer,
Trustee, Custodian, counsel, agent, or employee of, or as a consultant to, the
Plan, if prohibited from so serving by ERISA.

14.14 Funding Policy. The Lead Employer will adopt a procedure, and revise
it from time to time as it deems appropriate, for establishing and carrying out
a funding policy and method consistent with the objectives of the Plan and the
requirements of ERISA. It will advise the Funding Agent, and the appropriate
Named Fiduciaries and Investment Managers, of the funding policy in effect from
time to time with respect to the Plan.

14.15 Qualifying Employer Securities. The Plan Assets may include
Qualifying Employer Securities if so specified in the Adoption Agreement and
permitted by the Lead Employer. In such case, the following rules will apply:

(a) Securities Law Compliance. The Lead Employer will be responsible
for compliance with any applicable fed eral or state securities law with
respect to all aspects of the Plan. By way of example, but not limitation,
if Employee Contribution Accounts can be invested in Qualifying Employer
Securities, the Lead Employer will be responsible for taking such steps as
may be necessary to register the Plan.

The Lead Employer will be responsible for all reporting and
compliance requirements under Section 16 of the Securities Exchange Act of
1934.

(b) Transactions with Disqualified Persons or Parties in Interest.
If Qualifying Employer Securities are purchased or sold by the Plan from
or to a "disqualified person" (as defined in Code ss. 4975(e)(2)) or a
"party in interest" (as defined in ERISA ss. 3(14)), and if there is no
generally recognized market for such property or securities, the purchase
will be for not more than fair market value and the sale will be for not
less than fair market value, as determined in good faith by the Person
with power to control such purchase or sale by the Plan. No commissions
may be charged with respect to such purchase or sale.

(c) ERISA Limit. Qualifying Employer Securities may not be acquired
by the Plan if such acquisition would cause the Plan to exceed the 10%
limit under ERISA ss. 407. If the Plan is a profit sharing plan, this
limit will not apply to any Component other than the Employee Pre-Tax
Contribution Component, and will not apply to the Employee Pre-Tax
Contribution Component under the circumstances described in ERISA ss.
407(h); generally if:

(1) The Employee Pre-Tax Contribution Account may be invested
in Qualifying Employer Securities only at the direction of a
Participant or Beneficiary (that is, such investments are not
required under the terms of the investment policy established by the
Lead Employer and are not made at the direction of anyone other than
the Participant or Beneficiary);

(2) On the last day of the prior Plan Year, the fair market
value of the assets of all individual account plans (as defined in
ERISA ss. 407(d)) maintained by any Controlled Group Member does not
exceed the 10% of the fair market value of the assets of all pension
plans (other than multiemployer plans) maintained by any Controlled
Group Member; or

(3) The portion of a Participant's Employee Pre-Tax
Contributions that are required to be invested in Qualifying
Employer Securities (or qualifying employer real property) for any
Plan Year does not exceed 1% of the Participant's Plan Compensation
for the Plan Year.

(d) Voting. Voting rights with respect to Qualifying Employer
Securities will be exercised in the manner specified in the Adoption
Agreement. The Plan Administrator will be responsible for selecting an
agent to effectuate any such vote, which agent may be the Trustee,
Custodian, Investment Manager or other Person who agrees to perform this
function ("Voting Agent").

Before each meeting of shareholders, the Plan Administrator will
cause to be sent to each Person with power to control such voting rights a
copy of any notice and other information provided to shareholders and, if
applicable, a form for instructing the Voting Agent how to vote at such
meeting (or any adjournment thereof) the number of full and fractional
shares subject to the voting control of such Person. The Voting Agent may
establish a deadline in advance of the meeting by which such forms must be
received in order to be effective.

If Participants control such voting rights, the Voting Agent will
hold their individual directions in confidence and, except as required by
law, will not divulge or release such individual directions to anyone
associated with any Control Group Member. The Plan Administrator may
require verification of compliance by the Voting Agent with the directions
received from Participants by any independent auditor selected by the Plan
Administrator, provided that such auditor agrees to maintain the
confidentiality of such individual directions. Further, if Participants
control such voting rights, the Participants will be deemed to be Named
Fiduciaries of the Plan.

(e) Certain Investment Decisions With Respect to Qualifying Employer
Securities. The decision whether to tender in response to a tender or
exchange offer for Qualifying Employer Securities, or the decision to take
cash or stock for Qualifying Employer Securities in response to a cash or
stock offer made in connection with a significant corporate event (as
defined below) will be made in the manner specified in the Adoption
Agreement. The Plan Administrator will be responsible for selecting an
agent to effectuate any such direction, which agent may be the Trustee,
Custodian, Investment Manager or other Person who agrees to perform this
function ("Tender Agent").

In the case of a tender or exchange offer, as soon as practicable
after the commencement of such offer, the Plan Administrator will cause
each Person with power to control the response to such tender or exchange
offer to be advised in writing the terms of the offer and, if applicable,
to be provided with a form for instructing the Tender Agent or revoking
such instruction, to tender or exchange shares of Qualifying Employer
Securities, to the extent permitted under the terms of such offer. In
advising such Persons of the terms of the offer, the Lead Employer may
require the Plan Administrator to include statements from its board of
directors setting forth the board's position with respect to the offer.

If Participants control such decisions, the Tender Agent will hold
their individual directions in confidence and, except as required by law,
will not divulge or release such individual directions to anyone
associated with any Control Group Member. The Plan Administrator may
require verification of compliance by the Tender Agent with the directions
received from Participants by any independent auditor selected by the Plan
Administrator, provided that such auditor agrees to maintain the
confidentiality of such individual directions. Further, if Participants
control such decisions, the Participants will be deemed to be Named
Fiduciaries of the Plan

If the tender or exchange offer is limited so that all of the shares
that the Participants have directed to be tendered or exchanged cannot be
tendered or exchanged, the shares that each Participant has directed to be
tendered or exchanged will be deemed to have been tendered or exchanged in
the same ratio that the number of shares actually tendered

or exchanged bears to the total number of shares that the Participants
have directed to be tendered or exchanged.

A "significant corporate event" for this purpose will mean any
corporate merger or consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets of a trade or
business, or such similar transaction as may be prescribed in regulations
under Code ss. 409(e)(3).

14.16 Predecessor Employer Securities. The Plan Assets may include
Predecessor Employer Securities as a result of a transfer of account balances
and assets from a plan maintained by a Predecessor Employer or as a result the
merger of a plan previously maintained by a Predecessor Employer with and into
the Plan. Voting rights with respect to Predecessor Employer Securities will be
exercised by the Plan Administrator, or by the Trustee, Investment Manager or
Named Fiduciary who has been assigned this function by the Lead Employer. The
investment decisions specified in Sec. 14.15(e) with respect to Predecessor
Employer Securities will be made in the manner specified in the Adoption
Agreement.

14.17 Indemnification. In addition to any other applicable provisions for
indemnification, the Participating Employers will indemnify and hold harmless,
to the extent permitted by law, each director, officer, and Employee of a
Controlled Group Member against any and all liabilities, losses, costs, or
expenses (including legal fees) of whatsoever kind and nature which may be
imposed on, incurred by, or asserted against such individual at any time by
reason of his/her services as a fiduciary in connection with the Plan, but only
if such Person did not act dishonestly, or in bad faith, or in willful violation
of the law or regulations under which such liability, loss, cost, or expense
arises.

14.18 Exercise of Discretionary Authority. The Plan Administrator, and any
other Person who has authority with respect to the management or administration
of the Plan or the investment or control of Plan Assets may exercise that
authority in his/her/its full discretion, subject only to the duties imposed
under ERISA. This discretionary authority includes, but is not limited to, the
authority to make any and all factual determinations and interpret all terms and
provisions of the Plan documents relevant to the issue under consideration.
However, it does not include discretion to make determinations regarding the
availability of each optional form of benefit provided by the Plan; such
determinations must not be subject to discretion. The exercise of authority will
be binding upon all Persons; and it is intended that the exercise of authority
be given deference in all courts of law to the greatest extent allowed under
law, and that it not be overturned or set aside by the court of law unless found
to be arbitrary and capricious or made in bad faith.

The Plan Administrator is responsible for determining whether the exercise
of discretionary authority with respect to the management or administration of
the Plan creates a separate benefit, right or feature within the meaning of
Treas. Reg. ss. 1.401(a)(4)-4, and for insuring compliance with the
nondiscrimination requirements imposed with respect to benefits, rights or
features under Treas. Reg. ss. 1.401(a)(4)-4. Further, the Plan Administrator is
responsible for insuring that any exercise of discretion with respect to the
operation or administration of the Plan does not constitute prohibited
discrimination in favor of Highly Compensated Employees, or is otherwise
discriminatory under any Federal law (e.g. Title VII, ADEA) or applicable State
law.

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ARTICLE XV - PARTICIPATING EMPLOYERS
- --------------------------------------------------------------------------------

15.1 Participating Employers and Agreement to be Bound.

(a) Participating Employers. If the Plan is a standardized plan, each
Controlled Group Member will be a Participating Employer and must sign the
Adoption Agreement (or the appropriate supplement to the Adoption Agreement). If
the Plan is a non-standardized plan, any Controlled Group Member may become a
Participating Employer by signing the Adoption Agreement (or the appropriate
supplement to the Adoption Agreement).

(b) Agreement to be Bound. By signing the Adoption Agreement, the Lead
Employer and each other Participating Employer agrees to be bound by all terms
of the Plan.

15.2 Action by Controlled Group Member. Action by a Controlled Group
Member with respect to the Plan may be taken on behalf of such Controlled Group
Member by any of the following:

(a) If the Controlled Group Member is a corporation, by its board of
directors or chief executive officer.

(b) If the Controlled Group Member is other than a corporation, by
its governing body or managing individual or partner.

(c) Any Person to whom responsibilities for a particular function
with respect to the Plan has been delegated by a Person described in (a)
or (b) in a writing filed with the records of the Plan.

15.3 Contributions by Participating Employers. The same schedule for
Employer Safe-Harbor Matching, Regular Matching and Qualified Matching
Contributions and/or the same formula for Employer Safe-Harbor Profit Sharing,
Regular Profit Sharing and Qualified Profit Sharing Contributions, or Employer
Safe-Harbor Pension or Regular Pension Contributions, will apply to Participants
of all Participating Employers. Forfeitures will be determined and applied
without regard to the Participating Employer with which the Employee who incurs
the Forfeiture or the eligible Participants who will receive an allocation of
the Forfeitures is employed.

15.4 Administrative Expenses. Any expenses connected with the operation or
administration of the Plan or any Funding Vehicle may be apportioned among the
Participating Employers in any manner deemed appropriate by the Plan
Administrator to the extent not paid out of Plan Assets.

15.5 Lead Employer Acts on Behalf of Participating Employers. By signing
the Adoption Agreement, each Participating Employer appoints the Lead Employer
and the Plan Administrator (if other than the Lead Employer) to act as its
designated representative in all matters relating to the Plan, and agrees that
the acts of the Lead Employer or Plan Administrator will bind the Participating
Employer to the same extent as if the Participating Employer had taken those
acts itself. The Lead Employer also will have the authority to amend the Plan
with respect to all Participating Employers, and an amendment will be binding on
each Participating Employer and its Employees (unless the joint participation in
the Plan by the Participating Employer is discontinued pursuant to Sec. 15.6).

15.6 Discontinuance of Joint Participation of a Participating Employer.

(a) Discontinuance by Action of Lead or Participating Employer. If
the Plan is a standardized plan, the joint participation of a
Participating Employer may be discontinued by first converting the Plan
into a non-standardized or individually designed plan.

If the Plan is a non-standardized plan, the Lead Employer may
discontinue the joint participation in the Plan by another Participating
Employer, and any Participating Employer may discontinue its joint
participation in the Plan with the other Participating Employers. Any
action to remove a Participating Employer must be in the form of an
amendment to the Adoption Agreement that removes the employer as a
Participating Employer. If the Lead Employer wishes to discontinue its
participation in the Plan, such action must be in the form of an amendment
to the Adoption Agreement that removes itself as a Participating Employer,
which amendment may (but need not) also designate a different Lead
Employer from among the Participating Employers.

(b) Automatic Discontinuance Upon Ceasing to Be a Controlled Group
Member. A Participating Employer will automatically cease to be a
Participating Employer as of the date it ceases to be a Controlled Group
Member. If the Lead Employer and a former Controlled Group Member agree to
spin off the portion of the Plan attributable to the former Controlled
Group Member, the Lead Employer will cause a determination to be made of
the equitable part of the assets held on account of Employees (and former
Employees as so agreed between the Lead Employer and former Controlled
Group Member) of the former Controlled Group Member and their
Beneficiaries. The Lead Employer will direct the Funding Agent to transfer
assets representing such equitable part to a separate fund for the plan of
the former Controlled Group Member. Such former Controlled Group Member
may thereafter exercise, with respect to such separate fund, all the
rights and powers reserved to the Lead Employer with respect to the
separate fund. The plan of the former Controlled Group Member will, until
amended by the former Controlled Group Member, continue as an individually
designed plan with the same terms as the Plan, except that with respect to
the separate plan of the former Controlled Group Member the word "Lead
Employer" will thereafter be considered to refer only to the former
Controlled Group Member. Any such spin-off will be effected in such manner
that each Participant or Beneficiary would (if the Plan and the plan of
the former Controlled Group Member then immediately terminated) receive a
benefit which is equal to or greater than the benefit the individual would
have been entitled to receive immediately before such spin-off if the Plan
had then terminated.

No transfer of assets pursuant to this provision will be effected
until such statements with respect thereto, if any, required by ERISA to
be filed in advance thereof have been filed. If the Lead Employer
determines not to spin off the portion of the Plan attributable to the
former Controlled Group Member, the Contribution Accounts of Participants
of the former Controlled Group Member and their Beneficiaries will
continue to be held in the Plan for distribution in accordance with the
provisions of the Plan.

15.7 Reorganizations of Participating Employers. If two or more
Participating Employers are consolidated or merged or in the event one or more
Participating Employers acquires the assets of another Participating Employer,
the Plan will be deemed to have continued, without termination and without a
complete discontinuance of contributions, as to all the Participating Employers
involved in such reorganization and their Employees. In such event, in
administering the Plan, the corporation resulting from the consolidation, the
surviving corporation in the merger, or the Participating Employer acquiring the
assets will be considered as a continuation of all of the Participating
Employers involved in the reorganization.

15.8 Acquisition of a Controlled Group Member. If the Plan is a
standardized plan, any business entity that becomes a Controlled Group Member
will automatically become a Participating Employer, and must promptly sign the
Adoption Agreement (or the appropriate supplement to the Adoption Agreement).
However, if so specified in the Adoption Agreement, Covered Employment does not
include employment during the transition period described in Code ss.
410(b)(6)(C) - generally the period beginning on the acquisition date and ending
on the last day of the following Plan Year - provided the acquisition qualifies
for the transition relief available under Code ss. 410(b)(6).

If the Plan is a non-standardized plan, any business entity that becomes a
Controlled Group Member will not become a Participating Employer unless and
until it is specified as such in the Adoption Agreement and it signs the
Adoption Agreement (or appropriate supplement to the Adoption Agreement).

- --------------------------------------------------------------------------------
ARTICLE XVI - AMENDMENT, TERMINATION AND MERGER
- --------------------------------------------------------------------------------

16.1 Amendment.

(a) Amendment by Lead Employer. The Lead Employer may amend the Plan
from time to time in any respect by executing a revised Adoption Agreement
or by executing any other instrument in writing that amends one or more of
the items on the Adoption Agreement (for example, the Lead Employer may
adopt a revised page of the Adoption Agreement by written action and
re-execution of the signature page of the Adoption Agreement); provided
that, an amendment will not change the rights, duties or responsibilities
of a Funding Agent without the written consent of the Funding Agent.

Action on behalf of the Lead Employer to amend the Plan will be
taken by any of the following:

(1) If the Lead Employer is a corporation, by its board of
directors or chief executive officer.

(2) If the Lead Employer is other than a corporation, by its
governing body or managing individual or partner.

(3) Any Person to whom responsibilities for a particular
function with respect to the Plan has been delegated by a Person
described in (1) or (2) in a writing filed with the records of the
Plan.

If the Plan provides for Employer Prevailing Wage Contributions
under Schedule P of the Adoption Agreement, Schedule P may be modified by
written action of any of the above (and execution of a revised Adoption
Agreement is not required).

(b) Amendment by Prototype Sponsor. The Sponsor of the Prototype may
amend the Plan from time to time in any respect (other than by changing an
election made in the Adoption Agreement). Any such amendment will be
deemed to have been made with the full consent of the Lead Employer.
However, the Sponsor of the Prototype will have no duty to amend the Plan
and no Person (including a Participant or Beneficiary, or a Participating
Employer) will have any right or claim against the Sponsor of the
Prototype for any consequences resulting from any failure to amend the
Plan. The Sponsor of the Prototype will provide notice of any amendment to
the Lead Employer at such time and in such manner as is deemed appropriate
by the Sponsor of the Prototype.

The ability of the Sponsor of the Prototype to amend the Plan will
terminate if the Plan ceases to be a prototype plan as provided in Sec.
16.3.

(c) Amendment by Mass Submitter. If the Plan is a "mass submitter"
plan, the mass submitter will have the authority to amend the Plan on
behalf of and as agent for the Sponsor of the Prototype. However, if the
Sponsor of the Prototype fails to adopt amendments made by the mass
submitter, the Plan will no longer be identical to or a minor modifier of
the mass submitter's plan.

No amendment will be effective to the extent it has the effect of
decreasing the accrued benefit of any Participant, except to the extent
permitted under Code ss. 411(d)(6) or 412(c)(8). For this purpose, an amendment
which has the effect of decreasing the balance of a Participant's Contribution
Accounts, or eliminating an optional form of payment attributable to service
before the effective date of the amendment will be treated as reducing an
accrued benefit. No amendment will decrease the vested interest of any
Participant determined without regard to such amendment as of the later of the
date the amendment is adopted or the date it becomes effective.

Further, no amendment will be effective to eliminate or restrict an
optional form of benefit, other than an amendment that eliminates or restricts
the ability of a Participant to receive payment of his or her Account balance
under a particular optional form of benefit if the amendment satisfies the
conditions in (1) or (2) below:

(1) The amendment provides a single-sum distribution form that is
otherwise identical to the optional form of benefit eliminated or
restricted. A single-sum distribution form is otherwise identical only if
it is identical in all respects to the eliminated or restricted optional
form of benefit (or would be identical except that it provides greater
rights to the Participant) except with respect to the timing of payments
after commencement.

(2) The amendment is not effective unless it provides that it shall
not apply to any distribution with a Benefit Starting Date earlier than
the earlier of (i) the 90th day after the date the Participant receiving
the distribution has been furnished a summary that reflects the amendment
and that satisfies the requirements of DOL Regs. ss. 2520.104b-3 relating
to a summary of material modifications or (ii) the first day of the second
Plan Year following the Plan Year in which the amendment is adopted.

The restrictions on amendments described above will not prohibit an
amendment described in Sec. 12.6(a).

16.2 Effect of Amendment in Event of a Prior Termination of Service. If a
Participant's Termination of Service occurred before the effective date of any
amendment of the Plan, benefits under the Plan (if any) attributable to his/her
service before the effective date of the amendment will be determined and paid
according to the provisions of the Plan in effect on the date of his/her
Termination of Service unless the Participant becomes an Active Participant
after that date and such active participation causes a contrary result under the
Plan, or unless the amendment specifically provides that it applies to
terminated Participants, or unless the amendment was required to comply with a
provision of the Code or regulations or other guidance of the Internal Revenue
Service which applies to the rights of both Active and Inactive Participants.

16.3 Nonconformity to Prototype Plan. The Plan will no longer be a
prototype plan and will thereafter be an individually designed plan if:

(a) Amendment. The Plan will no longer be a prototype plan if the
Lead Employer amends the Plan in any manner other than by changing the
options specified in the Adoption Agreement, adds overriding language in
the Adoption Agreement when such language is necessary to satisfy Code ss.
415 or 416 because of the required aggregation of multiple plans, or adds
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. If the Lead Employer amends the Plan by
adding overriding language in the Adoption Agreement other than as
provided above, the Lead Employer may submit such Plan to the Internal
Revenue Service for a determination letter that the prototype status
continues with respect to the Plan, subject to the right of the Sponsor of
the Prototype to discontinue its role as such pursuant to subsection (d).

For so long as the Plan remains a prototype plan, the Lead Employer
will promptly notify the Sponsor of the Prototype of any amendment made to
the Plan (but failure to provide such notice will not invalidate the
amendment). The Lead Employer will promptly provide written notice of its
discontinuance of the Plan in the form of this prototype plan to the
Sponsor of the Prototype.

(b) Funding Waiver. The Plan will no longer be a prototype plan and
will be considered to be individually designed if it is a money purchase
pension plan and the Lead Employer modifies the Plan to reflect a waiver
of the minimum funding requirement under Code ss. 412(d).

(c) Failure to Qualify. The Plan will no longer be a prototype plan
and will be considered to be individually designed if it fails to meet the
requirements of Code ss. 401(a); and the Lead Employer will promptly
provide written notice of such failure to the Sponsor of the Prototype.

(d) Discontinuance by Sponsor of the Prototype. Continued acceptance
of the Plan as a prototype by the Sponsor of the Prototype is expressly
conditioned on compliance with such business and investment standards and
requirements as may be established from time to time by the Sponsor of the
Prototype. Accordingly, the Plan will no longer be a prototype if the
Sponsor of the Prototype discontinues its role as such with respect to the
Plan.

The Sponsor of the Prototype will provide advance written notice to
the Lead Employer and Plan Administrator

if it discontinues its role as Sponsor of the Prototype with respect to
the Plan.

16.4 Permanent Discontinuance of Contributions or Termination of Plan.

(a) Discontinuance of Contributions. The Lead Employer may cause all
contributions to be discontinued under the Plan. After such
discontinuance, no Employee will become a Participant in the Plan, no
further contributions will be made to the Plan and the balance of the
Contribution Accounts of each Participant which has not previously become
a Forfeiture will become fully vested and nonforfeitable as of the date of
the discontinuance. Subject to the foregoing, all of the provisions of the
Plan will continue in effect, and upon entitlement thereto, distributions
will be made in accordance with the provisions of the Plan.

Whether there has been a discontinuance of contributions under the
Plan will be determined at the level of the Plan, and not at the level of
any Component; thus, the elimination of any Component will not be a
discontinuance of contributions if contributions continue under any other
Component.

(b) Termination. The Lead Employer may at any time terminate the
Plan by written action that specifies the termination date and is filed
with the records of the Plan. After such termination date:

(1) No Employee will become a Participant in the Plan;

(2) No further contributions will be made to the Plan except
as required to meet pre-termination date contribution requirements,
and for purposes of determining such contributions, Plan
Compensation for the Plan Year does not include amounts paid after
the termination date;

(3) Any Pending Allocation Account will be allocated among the
Participants in such manner as may be directed by the Plan
Administrator;

(4) Each Participant will obtain a fully vested and
non-forfeitable interest in the balance of all Contribution Accounts
which have not previously become a Forfeiture (subject to the
provisions of the Plan regarding Forfeiture in the event of missing
Participants or Beneficiaries); and

(5) An immediate distribution option will be available to each
Participant; provided that the Funding Agreement will continue in
force for the purpose of making such distributions until the Plan
Assets have been entirely distributed.

Notwithstanding any contrary provision of the Plan, the Plan
Administrator may defer any distribution of benefit payments to
Participants and Beneficiaries with respect to which such termination
applies until after the receipt of a final determination from the Internal
Revenue Service or any court of competent jurisdiction regarding the
effect of such termination on the qualified status of the Plan under Code
ss. 401(a), and appropriate adjustment of Accounts has been made to
reflect taxes, costs, and expenses (if any) incident to such termination.
However, any corrective distribution of Excess Contributions or Excess
Aggregate Contributions to satisfy the Actual Deferral Percentage Test of
Code ss. 401(k) or the Actual Contribution Percentage or Multiple Use Test
of Code ss. 401(m) for the Plan Year in which the termination occurs will
be made as soon as administratively practicable, but not more than 12
months, after the termination date. If distributions on termination have
already been made, distribution reporting will be amended to show the
portion of any such distribution that is a corrective distribution.

(c) Partial Termination. The Lead Employer may, in writing, declare
a partial termination of the Plan or a partial termination may occur by
operation of law, as determined by the Lead Employer. If there is a
partial termination of the Plan, the balance of the Contribution Accounts
of each Participant who is in a classification with respect to which the
partial termination occurs which has not previously become a Forfeiture
will become fully vested and nonforfeitable as of the date of the partial
termination. Subject to the foregoing, all of the provisions of the Plan
will continue in effect as to each such Participant, and upon entitlement
thereto distributions will be made in accordance with the provisions of
the Plan.

16.5 Merger, Consolidation, or Transfer of Assets. In the case of any
merger or consolidation of the Plan with any other plan, or in the case of the
transfer of assets or liabilities of the Plan to any other plan, provision will
be made so that each Participant and Beneficiary would (if such other plan then
terminated) receive a benefit immediately after the merger, consolidation, or
transfer which is equal to or greater than the benefit the Participant or
Beneficiary would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated). No such merger,
consolidation, or transfer will be effected until such statements with respect
thereto (if any) required by ERISA to be filed in advance thereof have been
filed.

- --------------------------------------------------------------------------------
ARTICLE XVII - TOP-HEAVY RULES
- --------------------------------------------------------------------------------

ARTICLE XVII APPLIES ONLY IF THE PLAN IS TOP-HEAVY.

17.1 Minimum Contribution.

(a) Minimum Contribution Amount. If the Plan is Top-Heavy, the
Employer Contributions and Forfeitures (other than Employer Safe-Harbor
Matching, Regular Matching or Qualified Matching Contributions, and
Forfeitures allocated as such) allocated to each Top-Heavy Eligible
Participant will be not less than the smaller of:

(1) 3% of his/her Top-Heavy Compensation for the Plan Year, or
such greater percentage as may be specified in the Adoption
Agreement to apply under the circumstances where a defined benefit
plan also is maintained by a Controlled Group Member; or

(2) A percent of his/her Top-Heavy Compensation for the Plan
Year equal to the highest contribution percentage of any
Key-Employee for the Plan Year.

The "contribution percentage" for this purpose is the
percentage determined by dividing the Employee Pre-Tax Contributions
and Employer Contributions and Forfeitures allocated to the
Key-Employee for the Plan Year by his/her Top-Heavy Compensation for
the Plan Year.

This paragraph (2) will not apply if the Plan is adopted as a
paired plan.

Employee Pre-Tax Contributions and Employer Safe-Harbor Matching,
Regular Matching and Qualified Matching Contributions may not be treated
as Employer Contributions for purposes of satisfying the minimum
contribution requirements of this section. However, such contributions
will be treated as Employer Contributions for purposes of determining the
contribution percentage under paragraph (2), and for purposes of
determining whether the Plan is Top-Heavy. The minimum contribution is
determined without regard to any Social Security contributions as
specified in Code ss. 416(e).

The minimum contribution required under this subsection (a) will be
provided to any Top-Heavy Eligible Participant even if he/she would not
otherwise receive an Employer Regular Profit Sharing Contribution, or
Employer Regular Pension Contribution, for the Plan Year because such
contribution is not provided for under the Plan or because the Participant
has not completed a specified number of Hours of Service. However, the
minimum contribution will not be provided under the Plan to any
Participant who is covered under any other defined contribution or defined
benefit plan of any Controlled Group Member if the minimum contribution or
benefit requirement that applies under Code ss. 416 to plans that are
Top-Heavy is satisfied under such other plan or plans with respect to such
Participant, as specified in the Adoption Agreement. If any one plan of a
set of paired defined contribution plans is specified in the Adoption
Agreement as the plan under which the minimum contribution will be made,
and the coverage under the paired plans is not identical, then the minimum
contribution will be provided under each paired plan, including the Plan.

(b) Method of Satisfying Minimum Contribution. To satisfy the
minimum contribution requirement:

(1) If the Plan is a profit sharing plan that does not
otherwise provide for an Employer Safe-Harbor or Regular Profit
Sharing Contribution, an Employer Regular Profit Sharing
Contribution will be made on behalf of each Top-Heavy Eligible
Participant in an amount necessary to satisfy the minimum
contribution requirement.

(2) If the Plan is a profit sharing plan that provides for an
Employer Safe-Harbor Profit Sharing Contribution, the contribution
formula under Sec. 6.1 will be applied with the following
modifications, unless an additional contribution is elected under
paragraph (6):

(i) The contribution will be made on behalf of those
Participants who are otherwise entitled to a contribution
under Sec. 6.1 plus the Top-Heavy Eligible Participants (to
the extent such groups differ).

(ii) The contribution will be determined using Top-Heavy
Compensation for the Plan Year instead of Plan Compensation
for the Plan Year (to the extent such definitions differ).

(3) If the Plan is a profit sharing plan that does not provide
for an Employer Safe-Harbor Profit Sharing Contribution but provides
for an Employer Regular Profit Sharing Contribution, the
contribution or allocation formula under Sec. 6.2 will be applied
with the following modifications, unless an additional contribution
is elected under paragraph (6):

(i) The contribution or allocation will be made on
behalf of those Participants who are otherwise entitled to a
contribution or allocation under Sec. 6.2 plus the Top-Heavy
Eligible Participants (to the extent such groups differ).

(ii) The contribution or allocation will be determined
using Top-Heavy Compensation for the Plan Year instead of Plan
Compensation for the Plan Year (if the contribution or
allocation is otherwise based on Plan Compensation for the
Plan Year, and to the extent such definitions differ).

(iii) If the Plan otherwise provides for a variable
contribution that is allocated among the eligible Participants
using a two- or three-step integrated allocation formula, and
if the allocation under such formula (with the modifications
in (i) and (ii)) would not satisfy the minimum contribution
requirement, the allocation will instead be made using the
four-step allocation formula specified in Sec. 6.2(a)(2)(C).

(iv) If the Plan otherwise provides for a fixed
contribution for each eligible Participant that is determined
using an integrated formula, and the base contribution
percentage under such formula is less than the minimum
required contribution percentage, the base contribution
percentage under such formula will be increased to equal the
minimum contribution percentage for the Plan Year.

(v) If the Plan otherwise provides for a variable
contribution that is allocated among the eligible Participants
as an equal dollar amount or pursuant to a uniform points
allocation formula, or a fixed contribution for each eligible
Participant that is determined by reference to a unit of
service (e.g., week or day), and if the contribution or
allocation under such formula would not satisfy the minimum
contribution requirement, the allocation will instead be made
in proportion to Top-Heavy Compensation for the Plan Year.

(4) If the Plan is a money purchase pension plan that provides
for an Employer Safe-Harbor Pension Contribution, the contribution
formula under Sec. 7.1 will be applied with the following
modifications, unless an additional contribution is elected under
paragraph (6):

(i) The contribution will be made on behalf of those
Participants who are otherwise entitled to a contribution
under Sec. 7.1 plus the Top-Heavy Eligible Participants (to
the extent such groups differ).

(ii) The contribution will be determined using Top-Heavy
Compensation for the Plan Year instead of Plan Compensation
for the Plan Year (to the extent such definitions differ).

(5) If the Plan is a money purchase pension plan that provides
for an Employer Regular Pension Contribution but not an Employer
Safe-Harbor Pension Contribution, the contribution or allocation
formula under Sec. 7.2 will be applied with the following
modifications, unless an additional contribution is elected under
paragraph (6):

(i) The contribution or allocation will be made on
behalf of those Participants who are otherwise entitled to a
contribution or allocation under Sec. 7.2 plus the Top-Heavy
Eligible Participants (to the extent such groups differ).

(ii) The contribution or allocation will be determined
using Top-Heavy Compensation for the Plan Year instead of Plan
Compensation for the Plan Year (to the extent such definitions
differ).

(iii) If the Plan otherwise provides for a fixed
contribution for the Plan that is allocated among the eligible
Participants using a two-step integrated allocation formula,
and the allocation under such formula (with the modifications
in (i) and (ii)) would not satisfy the minimum contribution
requirement, the allocation will instead be made using the
four-step allocation formula specified in Sec. 6.2(a)(2)(C).

(v) If the Plan otherwise provides for a fixed
contribution for each eligible Participant that is an equal
dollar amount, and if the contribution under such formula
would not satisfy the minimum contribution requirement, then
the total contribution called for under such formula on behalf
of all eligible Participants will be made to the Plan and will
be allocated among the eligible Participants in proportion to
Top-Heavy Compensation for the Plan Year instead of as an
equal dollar amount.

(6) If the Plan is a non-standardized plan and if so specified
in the Adoption Agreement, then in lieu of the modifications to the
contribution or allocation formula under paragraphs (2) through (5),
an additional Employer Safe-Harbor Profit Sharing or Regular Profit
Sharing Contribution (in that order), or an additional Employer
Safe-Harbor Pension or Regular Pension Contribution (in that order)
will be made on behalf of each Top-Heavy Eligible Participant as
necessary to satisfy Code ss. 416.

17.2 Vesting. If the Plan is Top-Heavy, the vested percentage of any
Participant in his/her Employer Regular Matching or Regular Profit Sharing
Contribution Account, or Employer Regular Pension Contribution Account, will be
determined as follows:

(a) If the vesting schedule specified in the Adoption Agreement for
a Contribution Account provides for a vested percentage at each year of
Service level in Column A which is at least as great as the vested
percentage specified in Column B, then the vested percentage of the
Participant will be the greater of the vested percentage determined under
the schedule specified in the Adoption Agreement or the vested percentage
determined under Column C:

A B C
- - -

Years of Vested Vested
Service Percentage Percentage
------- ---------- ----------

Less than 2 0% 0%
2 0% 20%
3 20% 40%
4 40% 60%
5 60% 80%
6 80% 100%
7 or more 100% 100%

(b) Otherwise, the vested percentage of the Participant will be the
greater of the vested percentage determined under the schedule specified
in the Adoption Agreement, or the vested percentage determined under
Column B:

A B
- -

Years of Vested
Service Percentage
------- ----------

Less than 3 0%
3 or more 100%

However, this minimum vesting requirement will apply only to a
Participant who is credited with at least one Hour of Service on or after
the first day of the Plan Year in which this Article first applies under
the Plan.

If this Article ceases to apply under the Plan, the vested
percentage of a Participant will not be reduced because the minimum
schedule ceases to apply. Further, if so specified in the Adoption
Agreement, the vesting provisions of this section will continue to apply
under the Plan either with respect to all Participants or with respect to
any Participant who has at least three years of Service as of the last day
of the last Plan Year in which this Article applies under the Plan, as
specified in the Adoption Agreement. Otherwise, the election procedures of
Sec. 10.2(k) will apply to any Participant who has at least three years of
Service as of the last day of the last Plan Year in which this Article
applies under the Plan.

17.3 Code ss. 415 Adjustment for Limitation Years Beginning Before January
1, 2000. If the Plan is Top-Heavy, and if during any Limitation Year beginning
before January 1, 2000, or such later date as may be specified in the Adoption
Agreement, a Participant is also a participant in a defined benefit plan
maintained by any Controlled Group Member, a factor of 1.0 will be substituted
for the factor of 1.25 in the denominators of the Defined Benefit Fraction and
the Defined Contribution Fraction (and the adjustment will be made to the
transitional rule described in Code ss. 416(h)(4)) if the Top-Heavy Ratio
exceeds 90% for such Limitation Year. Such substitution also will be made for
such

Limitation Year if the Plan is Top-Heavy but the Top-Heavy Ratio does not exceed
90%, unless under the terms of the Plan as in effect prior to amendment in the
form of this prototype, either a minimum benefit of 3% per year of service (up
to 30%) is provided in a defined benefit plan for such Participant, or a minimum
contribution of 7.5% is provided in a defined contribution plan for such
Participant.

This section will not apply to any Limitation Year beginning on or after
January 1, 2000, or such later date as may be specified in the Adoption
Agreement.

17.4 Defined Terms. The following definitions will apply for purposes of
this Article (or where the context requires elsewhere in the Plan):

(a) Determination Date - means the last day of the preceding Plan
Year or, for the first Plan Year, the last day of such Plan Year.

(b) Key Employee - means any individual defined as such in Code ss.
416(i); generally, any Employee or former Employee (including the
Beneficiary of a deceased Employee or former Employee) who at any time
during the Top-Heavy Determination Period was:

(1) An officer who has Top-Heavy Compensation greater than 50%
of the dollar limitation in effect under Code ss. 415(b)(1)(A) for
any such Plan Year. However, no more than 50 Employees (or, if
lesser, the greater of three Employees or 10% of the Employees) will
be treated as officers.

(2) A more than one-half percent owner who owns one of the ten
largest interests and who has Top-Heavy Compensation in excess of
the dollar limitation under Code ss. 415(c)(1)(A). If two Employees
have the same interest, the one having the greater Top-Heavy
Compensation will be treated as having the larger interest.

(3) A more than five-percent owner.

(4) A more than one-percent owner who has Top-Heavy
Compensation of more than $150,000.

An individual's ownership will be determined using the ownership
attribution rules of Code ss. 318.

(c) Non-Key Employee - means any Employee or former Employee
(including the Beneficiary of a deceased Employee or former Employee) who
is not a Key-Employee.

(d) Permissive Aggregation Group - means the Required Aggregation
Group plus any other plan of any Controlled Group Member which, when
considered as a group with the Required Aggregation Group, would continue
to satisfy the requirements of Code ss. 401(a)(4) and 410(b).

(e) Present Value - means present value calculated using the
actuarial factors specified in the Adoption Agreement.

(f) Required Aggregation Group - means:

(1) Each qualified plan of any Controlled Group Member in
which at least one Key Employee participates or participated at any
time during the Top-Heavy Determination Period (whether or not the
plan has terminated), and

(2) Any other qualified plan of any Controlled Group Member
which enables a plan described in (1) to meet the requirements of
Code ss. 401(a)(4) or 410(b).

(g) Top-Heavy - means the condition of the Plan that exists (or
would exist) for any Plan Year beginning after December 31, 1983, if:

(1) The Plan is not part of a Required Aggregation Group and
the Top-Heavy Ratio for the Plan exceeds 60%.

(2) The Plan is a part of a Required Aggregation Group and the
Top-Heavy Ratio for the Required Aggregation Group exceeds 60%

Notwithstanding the above, the Plan is not Top-Heavy if the Plan is
a part of a Permissive Aggregation Group and the Top-Heavy Ratio for the
Permissive Aggregation Group does not exceed 60%.

(h) Top-Heavy Compensation - means Plan Compensation determined
without regard to any exclusions specified in the Adoption Agreement.

(i) Top-Heavy Compensation for the Plan Year - means Top-Heavy
Compensation actually paid during, and the Earned Income for, the Plan
Year, even if a different determination period is specified in the
Adoption Agreement for purposes of determining or allocating Employer
Regular Profit Sharing Contributions or Employer Regular Pension
Contributions. However, if it is specified in the Adoption Agreement that
only amounts paid after the Entry Date are included in Plan Compensation
for purposes of determining or allocating Employer Regular Profit Sharing
Contributions or Employer Regular Pension Contributions, only amounts paid
after the Entry Date will be included in Top-Heavy Compensation for the
Plan Year for purposes of satisfying the minimum contribution requirement
under Sec. 17.1(b) by means of such type of Employer Contribution.

(j) Top-Heavy Determination Period - means the Plan Year containing
the Determination Date and the four preceding Plan Years.

(k) Top-Heavy Eligible Participant - means a Participant who:

(1) Is an Active Participant in any Component at any time
during the Plan Year,

(2) Is an Employee on the last day of the Plan Year, or, if
the Plan is a standardized plan, is either an Employee on the last
day of the Plan Year or has 500 or more Hours of Service during the
Plan Year; and

(3) Is a Non-Key Employee with respect to the Plan Year or, if
the Plan is a non-standardized plan and if so specified in the
Adoption Agreement, is either a Key- or Non-Key-Employee with
respect to the Plan Year.

A Participant is not a Top-Heavy Eligible Participant with respect
to the Plan if subsection (a) does not apply to the Participant because
he/she is covered under another defined contribution or defined benefit
plan that provides for the minimum contribution or benefit required under
Code ss.

416 (but such Participant will be a Top-Heavy Eligible Participant with
respect to such plan).

(l) Top-Heavy Ratio - means the ratio determined as follows:

(1) If no Controlled Group Member maintains or has
maintained any defined benefit plan which during the five-year
period ending on the Determination Date has or has had accrued
benefits, the Top-Heavy Ratio for the 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 under the defined contribution plan or plans of all
Key Employees as of the Determination Date (including any part
of any account balance distributed in the five-year period
ending on the Determination Date), and the denominator of
which is the sum of all account balances under the defined
contribution plan or plans (including any part of any account
balance distributed in the five-year period ending on the
Determination Date), both computed in accordance with Code ss.
416 and the regulations thereunder. Both the numerator and
denominator of the Top-Heavy Ratio will be 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 ss. 416 and the regulations
thereunder.

(2) If any Controlled Group Member maintains or has
maintained one or more defined benefit plans which during the
five-year period ending on the Determination Date has or has
had any accrued benefits, the Top-Heavy Ratio for any Required
or Permissive Aggregation Group, as appropriate, is a
fraction, the numerator of which is the sum of account
balances under the defined contribution plan or plans of all
Key Employees (determined in accordance with paragraph (1)
above), and the Present Value of accrued benefits under the
defined benefit plan or plans for all Key Employees as of the
Determination Date, and the denominator of which is the sum of
all account balances under the defined contribution plan or
plans (determined in accordance with paragraph (1) above), and
the Present Value of accrued benefits under the defined
benefit plan or plans for all Participants as of the
Determination Date, all determined in accordance with Code ss.
416 and the regulations thereunder. The accrued benefits under
a defined benefit plan in both the numerator and denominator
of the Top-Heavy Ratio are increased for any distribution of
an accrued benefit made in the five-year period ending on the
Determination Date.

(3) For purposes of paragraphs (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 twelve-month period
ending on the Determination Date, except as provided in Code
ss. 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 (i) 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 five-year period ending on the Determination Date
will be disregarded. The calculation of the Top-Heavy Ratio,
and the determination of the extent to which distributions,
rollovers, and transfers are taken into account will be made
in accordance with Code ss. 416 and the regulations
thereunder. Deductible Employee Contributions will not be
taken into account for purposes of computing the Top-Heavy
Ratio. When aggregating plans, the value of account balances
and accrued benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.

(4) The accrued benefit of a Participant other than a
Key Employee will be determined under the method (if any) that
uniformly applies for accrual purposes under all defined
benefit plans maintained by any Controlled Group Member, or 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 ss. 411(b)(1)(C).

- --------------------------------------------------------------------------------
ARTICLE XVIII - LIMITATIONS ON ALLOCATIONS
- --------------------------------------------------------------------------------

18.1 If Covered Only Under The Plan. If the Participant does not
participate in, and has never participated in another qualified plan, welfare
benefit fund (as defined in Code ss. 419(e)), individual medical account (as
defined in Code ss. 415(l)(2)) or simplified employee pension (as defined in
Code ss. 408(k) maintained by any Controlled Group Member which provides an
Annual Addition for the current Limitation Year, the Annual Additions that may
be credited to the Participant's Contribution Accounts under the Plan for the
current Limitation Year will not exceed the Maximum Permissible Amount.

If the Annual Additions that would otherwise be contributed or allocated
to the Participant's Contribution Accounts 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, subject to the
following rules:

(a) Permissible Practices. The Plan Administrator may initially
determine the Maximum Permissible Amount for a Participant using the
following practices:

(1) The Plan Administrator may initially use a reasonable
estimate of the Participant's 415 Compensation for the Limitation
Year, and Employer Contributions then can be made based on such
estimate. Then, as soon as is administratively practicable 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 415 Compensation for the Limitation Year.

(2) The Plan Administrator may initially determine the Maximum
Permissible Amount for a Participant without regard to Employee
Pre-Tax and After-Tax Contributions that are subject to refund under
subsection (b)(1) and (2), below, and without regard to the
corresponding Employer Matching Contributions that will be subject
to forfeiture as a result of such refunds. Employer SIMPLE,
Safe-Harbor, Regular and Qualified Profit Sharing Contributions, or

Employer Regular Pension Contributions, then can be made based on
such determination.

The Maximum Permissible Amount for the Limitation Year will be
determined by taking into account the amount disregarded above.

(b) Correction of Excess. If as a result of using the permissible
practices in subsection (a), or as a result of an allocation of
Forfeitures, or as a result of a reasonable error in determining the
amount of Employee Pre-Tax Contributions that may be made with respect to
a Participant or under other facts and circumstances allowed by the
Internal Revenue Service, there is an Excess Amount, the Excess Amount
will be disposed of as follows:

(1) Any Employee After-Tax Contributions (plus attributable
gains), to the extent they would reduce the Excess Amount, will be
returned to the Participant. Gains will be determined in accordance
with a uniform method that is established by the Plan Administrator
and that reasonably reflects the manner in which gain and loss is
allocated to Contribution Accounts for the Limitation Year.

(2) Any Employee Pre-Tax Contributions (plus attributable
gains), to the extent they would reduce the Excess Amount, will be
returned to the Participant. Gains will be determined in accordance
with a uniform method that is established by the Plan Administrator
and that reasonably reflects the manner in which gain and loss is
allocated to Contribution Accounts for the Limitation Year.

(3) If an Excess Amount still exists after the application of
paragraphs (1) and (2), and any Forfeiture of Employer Safe-Harbor,
Regular or Qualified Matching Contributions under Sec. 5.2(e) the
remaining Excess Amount will be disposed of under one of the
following methods as specified in the Adoption Agreement:

(A) If the individual reduction method is specified in
the Adoption Agreement, then:

(i) If the Participant is an Active Participant at
the end of the Limitation Year, the Excess Amount in the
Participant's Contributions Accounts will be used to
reduce Employer Safe-Harbor Matching, Regular Matching,
Safe-Harbor Profit Sharing or Regular Profit Sharing
Contributions, or Employer Safe-Harbor or Regular
Pension Contributions, (including any allocation of
Forfeitures) for such Participant in the next and
succeeding Limitation Years.

(ii) If the Participant is not an Active
Participant at the end of the Limitation Year, the
Excess Amount will be credited to a Pending Allocation
Account. The Pending Allocation Account will be applied
as determined by the Plan Administrator to reduce future
Employer Safe-Harbor Matching, Regular Matching,
Safe-Harbor Profit Sharing or Regular Profit Sharing
Contributions, or Employer Safe-Harbor or Regular
Pension Contributions, (including any allocation of
Forfeitures) for all remaining Participants in the next
and succeeding Limitation Years.

(B) If the suspense account method is specified in the
Adoption Agreement, the Excess Amount will be held unallocated
in a Pending Allocation Account and will be applied as
determined by the Plan Administrator to reduce Employer
Safe-Harbor Matching, Regular Matching, Safe-Harbor Profit
Sharing and Regular Profit Sharing Contributions, or Employer
Safe-Harbor or Regular Pension Contributions, of all
Participants in the next and succeeding Limitation Years and
will be allocated in such Limitation Years.

(C) If the current reallocation method is specified in
the Adoption Agreement, the Excess Amount will be allocated
and reallocated to other Active Participants as of the last
day of the Limitation Year in proportion to Plan Compensation,
provided that such allocation will not cause the Annual
Additions to any Participant to exceed the limit specified in
this Article. If the full Excess Amount cannot be reallocated,
it will be held unallocated in a Pending Allocation Account
and applied as provided above in subparagraph (B).

(4) If a Pending Allocation Account is in existence at any
time during the Limitation Year pursuant to this section, it will or
will not participate in the allocation of the investment gains and
losses under the Plan as specified in the Adoption Agreement.

18.2 If Also Covered Under Another Defined Contribution Plan.

(a) Master or Prototype Defined Contribution Plan. If, in addition
to the Plan, the Participant is covered under another qualified master or
prototype defined contribution plan, a welfare benefit fund (as defined in
Code ss. 419(e)), an individual medical account (as defined in Code ss.
415(l)(2)), or simplified employee pension (as defined in Code ss.
408(k)), maintained by a Controlled Group Member which provides an Annual
Addition during the current Limitation Year:

(1) The Annual Additions which may be credited to a
Participant's Contributions Accounts under the Plan for the current
Limitation Year will not exceed the Maximum Permissible Amount
reduced by the Annual Additions credited to the Participant's
accounts under the other qualified plans, welfare benefit funds,
individual medical accounts or simplified employee pensions for the
current Limitation Year. If the Annual Additions with respect to the
Participant under other qualified plans, welfare benefit funds,
individual medical accounts or simplified employee pensions are less
than the Maximum Permissible Amount and the Annual Additions that
would otherwise be contributed or allocated to the Participant's
Contributions Accounts under the 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 plans, welfare benefit funds, individual medical accounts
or simplified employee pensions in the aggregate are equal to or
greater than the Maximum Permissible Amount, no amount will be
contributed or allocated to the Participant's Contributions Accounts
under the Plan for the Limitation Year.

(2) The Plan Administrator may use the permissible practices
specified in Sec. 18.1(a).

(3) If as a result of using the permissible practices in Sec.
18.1(a), or as a result of the allocation of Forfeitures, or as a
result of a reasonable error in determining the amount of Elective
Deferrals that may be made with respect to a Participant or under
other facts and circumstances allowed by the Internal Revenue
Service, a Participant's Annual Additions under the Plan and such
other plans would result in an Excess Amount for a Limitation Year,
the Excess Amount will be deemed to consist of the Annual Additions
last allocated, except that Annual Additions attributable to a
simplified employee pension will be deemed to have been allocated
first, followed by Annual Additions attributable to a welfare
benefit fund or an individual medical account, regardless of the
actual allocation date.

(4) If an Excess Amount was allocated to a Participant on an
allocation date of the Plan which coincides with an allocation date
of another plan, the Excess Amount attributed to the Plan will be
the product of:

(A) The total Excess Amount allocated as of such date,
times

(B) The ratio of (i) the Annual Additions allocated to
the Participant for the Limitation Year as of such date under
the 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
contributions plans.

Any Excess Amount attributed to the Plan will be disposed in
the manner described in Sec. 18.1(b).

(b) Defined Contribution Plan That is Not a Master or Prototype
Defined Contribution Plan. If the Participant is covered under another
qualified defined contribution plan maintained by a Controlled Group
Member which is not a Master or Prototype Plan, Annual Additions which may
be credited to the Participant's Contribution Accounts under the Plan for
any Limitation Year will be limited in accordance with subsection (a) as
though the other plan were a Master or Prototype Plan unless other
limitations are specified in the Adoption Agreement.

18.3 If Also Covered Under Defined Benefit Plan. If the Plan was in
existence prior to the first day of the first Limitation Year beginning on or
after January 1, 2000, or such later date as may be specified in the Adoption
Agreement, and if during such Limitation Year any Controlled Group Member
maintained a qualified defined benefit plan covering any Participant in the
Plan, the sum of the Participant's Defined Benefit Fraction and Defined
Contribution Fraction will not exceed 1.0 in any such Limitation Year. This
limit will be met in the manner specified under the terms of the Plan as in
effect prior to amendment in the form of this prototype by either reducing the
Participant's Projected Annual Benefit in one or more of the qualified defined
benefit plans that provide current accruals, or by limiting Annual Additions, as
necessary so that the sum of the Defined Benefit Fraction and the Defined
Contribution Fraction does not exceed 1.0.

This limit will not apply for any Limitation Year beginning on or after
January 1, 2000, or such later date as may be specified in the Adoption
Agreement.

18.4 Defined Terms. The following definitions will apply for purposes of
this Article (or where the context requires elsewhere in the Plan):

(a) Annual Additions - means the sum of the following amounts
credited to a Participant's account for the Limitation Year:

(1) Employer contributions.

(2) Employee contributions.

(3) Forfeitures.

(4) Amounts allocated after March 31, 1984, to an individual
medical account (as defined in Code ss. 415(l)(2)) which is part of
a pension or annuity plan maintained by a Controlled Group Member.

(5) Amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date, which
are attributable to post-retirement medical benefits allocated to
the separate account of a Key Employee (as defined in Code ss.
419A(d)(3)), under a welfare benefit fund (as defined in Code ss.
419(e)), maintained by a Controlled Group Member.

(6) Amounts allocated under a simplified employee pension (as
defined in Code ss. 408(k)).

(7) Any allocation of any amount that has been transferred
from a terminating defined benefit plan (or gain allocable thereto)
to an account under any defined contribution plan maintained by a
Controlled Group Member that is described in Code ss. 4980(d)(2)(C).

Any Excess Amount applied in the Limitation Year in accordance with
this Article to reduce Employer Safe-Harbor Matching, Regular Matching,
Safe-Harbor Profit Sharing or Regular Profit Sharing Contributions, or
Employer Safe-Harbor or Regular Pension Contributions, will be considered
Annual Additions for such Limitation Year.

Excess Deferrals that are distributed no later than the first April
15 following the close of the taxable year of the Participant in
accordance with Treasury Reg. ss. 1.402(g)-1(e)(2) or (3) are not Annual
Additions. Otherwise, contributions do not fail to be Annual Additions
merely because they are Excess Deferrals, Excess Contributions or Excess
Aggregate Contributions, or merely because Excess Contributions or Excess
Aggregate Contributions are corrected through distribution or
recharacterization in order to satisfy the Actual Deferral Percentage Test
of Code ss. 401(k) or the Actual

Contribution Percentage Test of Code ss. 401(m), or the multiple use test.

Employer Safe-Harbor, Regular or Qualified Matching Contributions
that are forfeited because the Employee Pre-Tax or After-Tax Contributions
on which they are based are refunded pursuant to Sec. 18.1(b) are not
Annual Additions.

(b) 415 Compensation - means with respect to common-law employees,
compensation determined under whichever of the definitions in Sec. 2.56(a)
is specified in the Adoption Agreement as 415 Compensation; otherwise,
Plan Compensation. In any event, 415 Compensation will be determined
without regard to any exclusions from Plan Compensation specified in the
Adoption Agreement and without regard to the limit imposed under Code ss.
401(a)(17). For Limitation Years beginning on or after January 1, 1998,
415 Compensation includes Elective Deferrals and contributions under a
cafeteria plan described in Code ss. 125 or a Code ss. 457 plan (but it
does not include such amounts prior to such Limitation Year). For
Limitation Years beginning on or after January 1, 2000, 415 Compensation
also includes amounts excluded from Compensation under Code ss. 132(f)(4).

If so specified in the Adoption Agreement, 415 Compensation will be
imputed during periods of permanent and total disability (within the
meaning of Code ss. 22(e)(3)); except that, 415 Compensation will be
imputed to a Highly Compensated Employee only if the Plan provides for
full and immediate vesting of Employer Regular Profit Sharing Accounts.
The amount imputed hereunder is the 415 Compensation the disabled
Participant would have received if he/she had been paid at the rate of
compensation paid immediately before becoming permanently and totally
disabled

(c) 415 Compensation for the Limitation Year - means 415
Compensation actually paid or includible in gross income during such
Limitation Year, except that the Plan Administrator may elect to include
on a uniform and consistent basis and pursuant to applicable regulations
any de minimis amounts earned but not paid during a year because of the
timing of pay periods and pay dates which are paid during the first few
weeks of the next year.

(d) 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 any
Controlled Group Member, and the denominator of which is the lesser of
125% of the dollar limitation determined for the Limitation Year under
Code ss. ss. 415(b) and (d) or 140% of the Participant's Highest Average
Compensation, including any adjustments under Code ss. 415(b).
Notwithstanding the previous sentence, if the Participant was a
participant as of the first day of the first Limitation Year beginning
after December 31, 1986, in one or more defined benefit plans maintained
by any Controlled Group Member which were in existence on May 6, 1986, the
denominator of this fraction will not be less than 125% of the sum of the
annual benefits under such plans which the Participant had accrued as of
the close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the Plan after May
5, 1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code ss.
415 for all Limitation Years beginning before January 1, 1987.

(e) Defined Contribution Fraction - means a fraction, the numerator
of which is the sum of the Annual Additions to the Participant's account
under all the defined contribution plans (whether or not terminated)
maintained by any Controlled Group Member 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 any Controlled Group
Member, and the Annual Additions attributable to all welfare benefit funds
(as defined in Code ss. 419(e)), individual medical accounts (as defined
in Code ss. 415(l)(2)), and simplified employee pensions (as defined in
Code ss. 408(k)) maintained by any Controlled Group Member), and the
denominator of which is the sum of the maximum aggregate amounts for the
current and all prior Limitation Years of service with any Controlled
Group Member (regardless of whether a defined contribution plan was
maintained by any Controlled Group Member). The maximum aggregate amount
in any Limitation Year is the lesser of 125% of the dollar limitation in
effect under Code ss. 415(c)(1)(A) or 35% of the Participant's 415
Compensation for such year. If the Participant 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 any
Controlled Group Member 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 the Plan. Under the adjustment, an amount equal to the product of
(i) the excess of the sum of the fractions over 1.0 times (ii) the
denominator of this fraction, will be permanently subtracted from the
numerator of this fraction. The adjustment is calculated using the
fractions as they would be computed as of the end of the last Limitation
Year beginning before January 1, 1987, and disregarding any changes in the
terms and conditions of the Plan made after May 6, 1986, but using the
Code ss. 415 limitation applicable to the first Limitation Year beginning
on or after January 1, 1987. The Annual Addition for any Limitation Year
beginning before January 1, 1987 will not be recomputed to treat all
employee contributions as Annual Additions.

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

(g) Highest Average Compensation - means the average 415
Compensation for the three consecutive years of Service with a Controlled
Group Member that produce the highest average.

(h) Limitation Year - means the twelve-consecutive-month period
specified as such in the Adoption Agreement. All qualified plans
maintained by all Controlled Group Members must use the same Limitation
Year. If the Limitation Year is amended to a different
twelve-consecutive-month period, the new Limitation Year must begin on a
date within the Limitation Year in which the amendment is made.

(i) Master or Prototype Plan - means a plan the form of which is the
subject of a favorable opinion letter from the Internal Revenue Service.

(j) Maximum Permissible Amount - means the maximum Annual Addition
that may be contributed or allocated to a Participant's Contribution
Accounts under the Plan for any Limitation Year, which will not exceed the
lesser of:

(1) $30,000 (as adjusted under Code ss. 415(d)).

If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different twelve-consecutive-month
period, the dollar limit above will be multiplied by the number of
months (full months) in the short Limitation Year and divided by 12.

(2) 25% of the Participant's 415 Compensation for the
Limitation Year.

The limitation referred to in paragraph (2) will not apply to any
contribution for medical benefits (within the meaning of Code ss. 401(h)
or 419A(f)(2)) which is otherwise treated as an Annual Addition under Code
ss. 415(l)(1) or 419A(d)(2).

(k) 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 an individual would be
entitled under the terms of a defined benefit plan assuming the individual
will continue employment until normal retirement age under that plan (or
current age, if later), and the individual'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.

- --------------------------------------------------------------------------------
ARTICLE XIX - LIMIT ON ELECTIVE DEFERRALS, ADP/ACP TESTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SEC. 19.1 APPLIES ONLY IF THE PLAN IS A PROFIT SHARING PLAN.

19.1 Return of Excess Deferrals.

(a) Refund of Excess Deferrals. A Participant may assign all or a
portion of his/her Excess Deferrals for his/her taxable year to the Plan
and request a refund from the Plan. The Plan Administrator will cause a
refund to be made to the Participant of any such Excess Deferrals (and the
gain or loss allocable thereto) by April 15 of the taxable year following
the taxable year in which the deferral was made, provided a timely and
proper refund request is received from the Participant.

Excess Deferrals refunded under this section may result in a
Forfeiture of Employer Safe-Harbor Matching, Regular Matching and/or
Qualified Matching Contributions as provided in Sec. 5.2(e).

(b) Request for Refund. A Participant's request for refund of Excess
Deferrals must be made in writing (or in such other manner as may be
expressly authorized by the Internal Revenue Service and the Plan
Administrator) and must be received by March 1 of the year after the
taxable year in which the amounts were deferred under the Plan. The
request for refund must be accompanied by a statement that if such amounts
are not distributed, the Participant's Employee Pre-Tax Contributions,
when added to other Elective Deferrals, will exceed the limit imposed
under Code ss. 402(g) for the taxable year in which he/she made the
Employee Pre-Tax Contributions.

A Participant will be deemed to have submitted a request for refund
to the extent he/she has Excess Deferrals for the taxable year taking into
account only Employee Pre-Tax Contributions under the Plan and Elective
Deferrals under any other plan maintained by a Controlled Group Member.

Excess Contributions (including the amounts recharacterized which
are not distributed shall be treated as Annual Additions under Sec. 18.4.

(c) Determining Gain or loss. Excess Deferrals to be distributed to
a Participant will be adjusted for gain or loss allocable thereto using
the same method specified for Excess Contributions under Sec. 19.2(d),
applied solely by reference to the Employee Pre-Tax Contribution Account
of the Participant.

(d) Reduction for Excess Contributions. Excess Deferrals which would
otherwise be distributed pursuant to this section will be reduced, in
accordance with applicable regulations, by the Excess Contributions that
have previously been distributed or recharacterized pursuant to Sec.
19.2(c) for the Plan Year beginning with or within the taxable year of the
Participant.

- --------------------------------------------------------------------------------
SEC. 19.2 APPLIES ONLY IF THE PLAN IS A PROFIT SHARING PLAN.

19.2 Adjustment of Contributions Required by Code ss. 401(k).

(a) Actual Deferral Percentage Test. The Plan will satisfy the
requirements of either paragraph (1), (2) or (3) each Plan Year:

(1) 1.25x Test. The Plan satisfies this requirement if the
Actual Deferral Percentage for the current Plan Year of the Eligible
Employees who are Highly Compensated Employees for the current Plan
Year does not exceed the following:

(A) If the current year testing method is specified in
the Adoption Agreement, 1.25 times the Actual Deferral
Percentage for the current Plan Year of the group of Eligible
Employees who are Non-Highly Compensated Employees for the
current Plan Year.

(B) If the prior year testing method is specified in the
Adoption Agreement, 1.25 times the Actual Deferral Percentage
for the prior Plan Year of the group of Eligible Employees who
were Non-Highly Compensated Employees for the prior Plan Year.

(2) 2x/2%+ Test. The Plan satisfies this requirement if the
Actual Deferral Percentage for the current Plan Year of the Eligible
Employees who are Highly Compensated Employees for the current Plan
Year does not exceed the following:

(A) If the current year testing method is specified in
the Adoption Agreement, the lesser of 2 times or 2% plus the
Actual Deferral Per-

centage for the current Plan Year of the group of Eligible
Employees who are Non-Highly Compensated Employees for the
current Plan Year.

(B) If the prior year testing method is specified in the
Adoption Agreement, the lesser of 2 times or 2% plus the
Actual Deferral Percentage for the prior Plan Year of the
group of Eligible Employees who were Non-Highly Compensated
Employees for the prior Plan Year.

(3) Safe-Harbor Contributions. The Plan satisfies this
requirement for a Plan Year beginning on or after January 1, 1999,
if:

(A) The Plan is designated as a Safe-Harbor Plan in the
Adoption Agreement and Employer Safe-Harbor Matching and/or
Safe-Harbor Profit Sharing Contributions are made for the Plan
Year under the Plan, or safe-harbor contributions are made for
the Plan Year under another plan specified in the Adoption
Agreement; and

(B) The Plan Administrator provides such notice to
Eligible Employees as is required under Code ss. 401(k)(12)(D)
- generally, at least 30, but not more than 90, days before
the beginning of the Plan Year, the Plan Administrator will
provide each Eligible Employee a notice of his/her rights and
obligations under the Plan, written in a manner calculated to
be understood by the average Eligible Employee. If an Employee
becomes an Eligible Employee after the 90th day before the
beginning of the Plan Year and does not receive the notice for
that reason, the notice must be provided no more than 90 days
before the Employee becomes an Eligible Employee, but not
later than the date the Employee becomes an Eligible Employee.

If the Plan is a profit sharing plan and there is an age and
service requirement imposed on participation in the Employer
Safe-Harbor Matching or Safe-Harbor Profit Sharing Component, or on
participation in the other plan that provides for safe-harbor
contributions, that is greater than the age and service requirement
imposed on participation in the Employee Pre-Tax Component, the
Employee Pre-Tax Component will be treated as two such Components -
one covering those Participants who have reached age 21 and
completed one year of Service, and the other covering those
Participants who have not reached age 21 or not completed one year
of Service. The Component covering those Participants who have not
reached age 21 or not completed on year of Service must comply with
one of the tests in paragraphs (1) or (2), even if the Component
covering those Participants who have reached age 21 and completed
one year of Service complies with this paragraph (3).

An election to use the current year testing method can be undone
only if the Plan meets the requirements for changing to the prior year
testing method set forth in Notice 98-1 (or subsequent guidance issued by
the Internal Revenue Service). For this purpose, reliance upon paragraph
(3) or (4) above to satisfy this section will be deemed to be an election
to use the current year testing method.

(b) Determining and Allocating the Excess Contributions. The Plan
will have Excess Contributions if neither paragraph (1), (2) nor (3) of
subsection (a) is satisfied for a Plan Year. The Excess Contributions will
first be determined by starting with the Highly Compensated Employee(s)
who has the highest Deferral Percentage, and reducing his/her Deferral
Percentage to equal that of the Highly Compensated Employee(s) who has the
next highest Deferral Percentage, and continuing in that manner until
either paragraph (1) or (2) of subsection (a) is satisfied. The Excess
Contributions will equal the sum total of the percentage reduction for
each Highly Compensated Employee multiplied by his/her 414(s) Compensation
for the Plan Year.

The Excess Contributions will then be allocated among the Highly
Compensated Employees starting with the Highly Compensated Employee(s)
with the highest Deferral Percentage Amounts, and reducing his/her
Deferral Percentage Amounts to equal those of the Highly Compensated
Employee(s) with the next highest Deferral Percentage Amounts, and
continuing in that manner until the Excess Contributions have been
allocated among the Highly Compensated Employees.

(c) Treatment of Allocated Excess Contributions. The portion of the
Excess Contributions allocated to each Highly Compensated Employee will be
treated as follows:

(1) If Employee After-Tax Contributions are allowed under the
Plan, and if so specified in the Adoption Agreement at the
discretion of the Plan Administrator or election of the Participant,
the portion of the Excess Contributions allocated to each Highly
Compensated Employee will be treated and reported as an amount
distributed to the Participant and then contributed to the Plan as
an Employee After-Tax Contribution. These recharacterized amounts
will remain 100% vested and will continue to be treated as an
Employer Contribution for the purposes specified in Treas. Reg. ss.
1.401(k)-1(f)(3)(ii)(B), but will be subject to the same
distribution options as Employee After-Tax Contributions under the
Plan. Amounts may not be recharacterized to the extent that such
amounts, in combination with other Employee After-Tax Contributions
made by the Participant, would exceed any limits imposed on Employee
After-Tax Contributions under the Plan and, if recharacterization is
allowed at the election of the Participant, amounts may not be
recharacterized to the extent such recharacterization would cause
the Plan to fail (or further fail) the Actual Contribution
Percentage Test. Recharacterization must occur no later than two and
one-half months after the last day of the Plan Year with respect to
which the Excess Contributions relate, and will be deemed to occur
no earlier than the date the last Highly Compensated Employee is
informed in writing of the amount recharacterized and the
consequences of such recharacterization. Recharacterized amounts
will be reported as taxable to the Participant for the taxable year
of the Participant in which the Participant would have received
those amounts had the Participant elected to receive them in cash,
determined on a "first-in", first-recharacterized" basis.

(2) Otherwise, to the extent not corrected through
recharacterization under paragraph (1), the portion of the Excess
Contributions allocated to each Highly Compensated Employee (plus
any gain and minus any loss allocable thereto) will be distributed
to the Highly Compensated Employee no later than the last day of the
Plan Year following the Plan Year to which the Excess Contributions
relate. However, to the extent such amounts are not distributed
within 2 1/2 months after the last day of the preceding Plan Year, a
10% excise tax will be imposed with respect to the undistributed
amount on the Participating Employers.

Excess Contributions distributed or recharacterized under this
section for a Plan Year will be reduced by the amount of any Excess
Deferrals previously distributed to the Participant for the taxable year
of the Participant ending with or within the Plan Year. If the entire
Benefit of a Highly Compensated Employee has been distributed during the
Plan Year (or prior to a corrective distribution under this section), the
distribution will be deemed to have been a corrective distribution to the
extent that a corrective distribution would have been required under this
section.

Excess Contributions that are recharacterized will be attributed to
Employee Pre-Tax Contributions.

Excess Contributions (plus any gain and minus any loss allocable
thereto) that are distributed will be attributed to Employee Pre-Tax
Contributions and to Employer Contributions that were treated as Deferral
Percentage Amounts for the Plan Year in such order as may be established
by the Plan Administrator. If the Plan Administrator does not establish an
order, Excess Contributions will be attributed first to Employee Pre-Tax
Contributions, and next to the following Employer Contributions in the
following order to the extent that such contributions were treated as
Deferral Percentage Amounts for the Plan Year: Employer Regular Matching
Contributions, Employer Qualified Matching Contributions, Employer Regular
Profit Sharing Contributions, and Employer Qualified Profit Sharing
Contributions.

Employee Pre-Tax Contributions that are recharacterized or
distributed under this section may result in a Forfeiture of Employer
Safe-Harbor Matching, Regular Matching and/or Qualified Matching
Contributions as provided in Sec. 5.2(e).

Excess Aggregate Contributions (including the amounts
recharacterized) which are not distributed shall be treated as Annual
Additions under Sec. 18.4.

(d) Determining Gain or Loss. The Excess Contributions to be
distributed to a Participant will be adjusted for gain or loss for the
Plan Year plus, if so specified in the Adoption Agreement, gain or loss
for the "gap period" - that is, the period between the end of the Plan
Year and the date of distribution.

The gain or loss on Excess Contributions allocated to any
Participant for the Plan Year will be determined in accordance with one of
the following methods as specified in the Adoption Agreement:

(1) If so specified in the Adoption Agreement, the gain or
loss allocable to Excess Contributions for the Plan Year will be
determined in accordance with a uniform method that is established
by the Plan Administrator and that reasonably reflects the manner in
which gain and loss is allocated to Contribution Accounts for the
Plan Year.

(2) Otherwise, if the safe-harbor method is specified in the
Adoption Agreement, the gain or loss allocable to Excess
Contributions for the Plan Year is equal to the gain or loss
allocated to the Participant's Employee Pre-Tax Contribution
Account, and to the Contribution Accounts (or subaccounts
thereunder) reflecting Employer Contributions that have been treated
as Deferral Percentage Amounts for the Plan Year multiplied by a
fraction. The numerator of the fraction is the Excess Contributions
to be distributed to the Participant for the Plan Year, and the
denominator of the fraction is sum of:

(A) The balance, as of the beginning of the Plan Year,
of the Participant's Employee Pre-Tax Contribution Account and
the Contribution Accounts (or subaccounts thereunder)
reflecting Employer Contributions that were treated as
Deferral Percentage Amounts for prior Plan Years; plus

(B) The Participant's Employee Pre-Tax Contributions,
and the Employer Contributions that are treated as Deferral
Percentage Amounts for the Plan Year.

The allocable gain or loss for the gap period (if included in the
distribution) will be equal to 10% of the amount of gain or loss
determined above, multiplied by the number of calendar months that have
elapsed between the end of the Plan Year and the date of the distribution.
In determining the number of calendar months which have elapsed, any
distribution made on or before the 15th day of any month will be treated
as having been made on the last day of the preceding month, and any
distribution made after the 15th day of any month will be treated as
having been made on the first day of the next month.

(e) Authority to Limit Contributions by Highly Compensated
Employees. The Plan Administrator may at any time during the Plan Year
make an estimate of the amount of Employee Pre-Tax Contributions that will
be permitted under this section for the Plan Year and may reduce the
maximum percent or amount permitted to be contributed by Highly
Compensated Employees to the extent the Plan Administrator determines in
its sole discretion to be necessary to satisfy the section.

(f) Aggregation of Plans. If the Plan satisfies the requirements of
Code ss. 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 sections of the Code only if aggregated with the Plan, then this
section will be applied as if all such plans were a single plan. If the
prior year testing method is specified in the Adoption Agreement, any
adjustments to the Actual Deferral Percentage of the Non-Highly
Compensated Employees for the prior year will be made in accordance with
Notice 98-1 and any superseding guidance issued by the Internal Revenue
Service. Plans may be aggregated in order to satisfy Code ss. 401(k) only
if they use the same testing method and only if they have the same Plan
Year.

If a Highly Compensated Employee participates in two or more plans
maintained by any Controlled Group Member to which Elective Deferrals are
made, all such contributions must be aggregated for purposes of applying
the provisions of this section. This provision will be applied by treating
all such plans with Plan Years ending within the same calendar year as a
single plan unless mandatorily disaggregated pursuant to regulations under
Code ss. 401(k).

(g) Disaggregation of Collective Bargaining Employees. If Collective
Bargaining Employees participate in the Plan, the portion of the Plan
benefiting the members of each collective bargaining unit will be treated
as a separate Plan for purposes of applying this section. However, at the
discretion of the Plan Administrator, two or more separate collective
bargaining units may be aggregated and treated as one unit for this
purpose provided the combinations of units are treated consistently from
year to year.

(h) Mergers, Spin-Offs and Asset Transfers. The Plan Administrator
will determine the appropriate manner in which the Actual Deferral
Percentage Test is to be applied In the event of a merger, spin-off or
asset transfer involving the Plan, based upon such authority (if any) as
may be issued by the Internal Revenue Service.

(i) Records. The Plan Administrator will maintain (or cause to be
maintained) records sufficient to demonstrate compliance with this section
and to show the amount of Employer Contributions treated as Deferral
Percentage Amounts.

19.3 Adjustment of Contributions Required by Code ss. 401(m).

(a) Actual Contribution Percentage Test. The Plan will satisfy the
requirements of either paragraph (1), (2) or (3) each Plan Year:

(1) 1.25x Test. The Plan satisfies this requirement if the
Actual Contribution Percentage for the current Plan Year of the
Eligible Employees who are Highly Compensated Employees for the
current Plan Year does not exceed the following:

(A) If the current year testing method is specified in
the Adoption Agreement, 1.25 times the Actual Contribution
Percentage for the current Plan Year of the group of Eligible
Employees who are Non-Highly Compensated Employees for the
current Plan Year.

(B) If the prior year testing method is specified in the
Adoption Agreement, 1.25 times the Actual Contribution
Percentage for the prior Plan Year of the group of Eligible
Employees who were Non-Highly Compensated Employees for the
prior Plan Year.

(2) 2x/2%+ Test. The Plan satisfies this requirement if the
Actual Contribution Percentage for the current Plan Year of the
Eligible Employees who are Highly Compensated Employees for the
current Plan Year does not exceed the following:

(A) If the current year testing method is specified in
the Adoption Agreement, the lesser of 2 times or 2% plus the
Actual Contribution Percentage for the current Plan Year of
the group of Eligible Employees who are Non-Highly Compensated
Employees for the current Plan Year.

(B) If the prior year testing method is specified in the
Adoption Agreement, the lesser of 2 times or 2% plus the
Actual Contribution Percentage for the prior Plan Year of the
group of Eligible Employees who were Non-Highly Compensated
Employees for the prior Plan Year.

(3) Safe-Harbor Contributions. The Plan satisfies this
requirement for a Plan Year beginning on or after January 1, 1999,
if:

(A) The Plan is a profit sharing plan; and

(B) The Plan is designated as a Safe-Harbor Plan in the
Adoption Agreement and Employer Safe-Harbor Matching and/or
Safe-Harbor Profit Sharing Contributions are made for the Plan
Year under the Plan, or safe-harbor contributions are made for
the Plan Year under another plan specified in the Adoption
Agreement; and

(C) The Plan does not provide for Employer Safe-Harbor
Matching, Regular Matching or Qualified Matching Contributions
based on Employee Pre-Tax and/or After-Tax Contributions in
excess of 6% of Plan Compensation, and, if the Plan provides
for Employer Safe-Harbor Matching Contributions and
discretionary Employer Regular Matching Contributions, such
discretionary contributions made on behalf of any Eligible
Employee do not exceed 4% of Plan Compensation for the Plan
Year; and

(D) The Plan Administrator provides such notice to
Eligible Employees as is required under Code ss. 401(k)(12)(D)
- generally, at least 30, but not more than 90, days before
the beginning of the Plan Year, the Plan Administrator will
provide each Eligible Employee a notice of his/her rights and
obligations under the Plan, written in a manner calculated to
be understood by the average Eligible Employee. If an Employee
becomes an Eligible Employee after the 90th day before the
beginning of the Plan Year and does not receive the notice for
that reason, the notice must be provided no more than 90 days
before the Employee becomes an Eligible Employee, but not
later than the date the Employee becomes an Eligible Employee.

If the Plan provides for Employee After-Tax Contributions,
such contributions must satisfy one of the tests in paragraphs (1)
or (2), above, notwithstanding that contributions are otherwise
provided that satisfy this paragraph (3).

An election to use the current year testing method can be undone
only if the Plan meets the requirements for changing to the prior year
testing method set forth in Notice 98-1 (or subsequent guidance issued by
the Internal Revenue Service). For this purpose, reliance upon paragraph
(3) above to satisfy this section will be deemed to be an election to use
the current year testing method.

(b) Determining and Allocating the Excess Aggregate Contributions.
The Plan will have Excess Aggregate Contributions if neither paragraph
(1), (2) nor (3) of subsection (a) is satisfied for a Plan Year. The
Excess Aggregate Contributions will first be determined by starting with
the Highly Compensated Employee(s) who has the highest Contribution
Percentage, and reducing his/her Contribution Percentage to equal that of
the Highly Compensated Employee(s) who has the next highest Contribution
Percentage, and continuing in that manner until either paragraph (1) or
(2) of subsection (a) is satisfied. The Excess Aggregate Contributions
will equal the sum total of the percentage reduction for each Highly
Compensated Employee multiplied by his/her 414(s) Compensation for the
Plan Year.

The Excess Aggregate Contributions will then be allocated among the
Highly Compensated Employees starting with the Highly Compensated
Employee(s) with the highest Contribution Percentage Amounts, and reducing
his/her Contribution Percentage Amounts to equal those of the Highly
Compensated Employee(s) with the next highest Contribution Percentage
Amounts, and continuing in that manner until the Excess Aggregate
Contributions have been allocated among the Highly Compensated Employees.

(c) Treatment of Allocated Excess Aggregate Contributions. The
portion of the Excess Aggregate Contribution allocated to each Highly
Compensated Employee will be treated as follows:

(1) To the extent that the portion of the Excess Aggregate
Contributions allocated to the Highly Compensated Employee is
attributable to Employer Regular Matching Contributions and he/she
would not be vested in such Employer Regular Matching Contributions
if his/her Termination of Service occurred on the last day of the
Plan Year with respect to which such contributions were made, the
amount will be treated as a Forfeiture and will be applied in the
manner specified in the Adoption Agreement.

(2) Otherwise, the portion of the Excess Aggregate
Contributions allocated to each Highly Compensated Employee (plus
any gain and minus any loss allocable thereto) will be distributed
to the Highly Compensated Employee no later than the last day of the
Plan Year following the Plan Year to which the Excess Aggregate
Contributions relate. However, if such amounts are distributed more
than 2 1/2 months after the last day of the preceding Plan Year, a
10% excise tax will be imposed with respect to the undistributed
amount on the Participating Employers.

If the Benefit of a Highly Compensated Employee has been distributed
in full during the Plan Year (or prior to a corrective distribution under
this section), the distribution will be deemed to have been a corrective
distribution to the extent that a corrective distribution would have been
required under this section.

Excess Aggregate Contributions will be attributed to Employee
After-Tax Contributions and to Employer Contributions that were treated as
Contribution Percentage Amounts for the Plan Year in such order as may be
established by the Plan Administrator. If the Plan Administrator does not
establish an order, Excess Aggregate Contributions will be attributed
first to Employee After-Tax Contributions, next to the following Employer
Contributions in the following order to the extent that such contributions
were treated as Contribution Percentage Amounts for the Plan Year:
Employer Regular Matching Contributions, Employer Qualified Matching
Contributions, Employer Qualified Profit Sharing Contributions, Employer
Safe-Harbor Matching Contributions, Employer Safe-Harbor Profit Sharing
Contributions, and finally to Employee Pre-Tax Contributions that were
treated as Contribution Percentage Amounts for the Plan Year.

Employee After-Tax Contributions that are distributed under this
section may result in a Forfeiture of Employer Safe-Harbor Matching,
Regular Matching and/or Qualified Matching Contributions as provided in
Sec. 5.2(e).

(d) Determining Gain or Loss. The Excess Aggregate Contributions to
be distributed to a Participant will be adjusted for gain or loss for the
Plan Year plus, if so specified in the Adoption Agreement, gain or loss
for the "gap period" - that is, the period between the end of the Plan
Year and the date of distribution.

The gain or loss on Excess Aggregate Contributions allocated to any
Participant for the Plan Year will be determined in accordance with one of
the following methods as specified in the Adoption Agreement:

(1) If so specified in the Adoption Agreement, the gain or
loss allocable to Excess Aggregate Contributions for the Plan Year
will be determined in accordance with a uniform method that is
established by the Plan Administrator and that reasonably reflects
the manner in which income and loss is allocated to Contribution
Accounts for the Plan Year.

(2) Otherwise, if the safe-harbor method is specified in the
Adoption Agreement, the gain or loss allocable to Excess Aggregate
Contributions for the Plan Year will be equal to the gain or loss
allocated to the Participant's Employee After-Tax Contribution
Account and to the Contribution Accounts (or subaccounts thereunder)
reflecting Employee Pre-Tax Contributions and Employer Contributions
that have been treated as Contribution Percentage Amounts for the
Plan Year multiplied by a fraction. The numerator of the fraction is
the Excess Aggregate Contributions to be distributed to the
Participant for the Plan Year, and the denominator of the fraction
is sum of:

(A) The balance, as of the beginning of the Plan Year,
of the Participant's Employee After-Tax Contribution Account
and the Contribution Accounts (or subaccounts thereunder)
reflecting Employee Pre-Tax Contributions and Employer
Contributions that have been treated as Contribution
Percentage Amounts for prior Plan Years; plus

(B) The Employee After-Tax Contributions and the
Employee Pre-Tax Contributions and Employer Contributions that
are treated as Contribution Percentage Amounts for the Plan
Year.

The allocable gain or loss for the gap period (if included in the
distribution), will be equal to 10% of the amount of gain or loss
determined above, multiplied by the

number of calendar months that have elapsed between the end of the Plan
Year and the date of the distribution. In determining the number of
calendar months which have elapsed, any distribution made on or before the
15th day of any month will be treated as having been made on the last day
of the preceding month, and any distribution made after the 15th day of
any month will be treated as having been made on the first day of the next
month.

(e) Authority to Limit Contributions By Highly Compensated
Employees. The Plan Administrator may at any time during the Plan Year
make an estimate of the amount of Employee After-Tax Contributions and
Employer Regular Matching Contributions that will be permitted under this
section for the Plan Year and may reduce the maximum percent or amount
permitted to be contributed as Employee Pre-Tax or After-Tax Contributions
by Highly Compensated Employees to the extent the Plan Administrator
determines to be necessary to satisfy this section.

The Lead Employer further reserves the right to amend the schedule
for Employer Regular Matching Contributions (whether such schedule is set
forth in this Adoption Agreement or a writing filed with the records of
the Plan) to reduce or eliminate such contributions for Highly Compensated
Employees to be made with respect to Elective Deferrals made after the
later of the effective date or adoption date of the amendment.

(f) Aggregation of Plans. If the Plan satisfies the requirements of
Code ss. 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 the Plan, then this
section will be applied as if all such plans were a single plan. If the
prior year testing method is specified in the Adoption Agreement, any
adjustments to the Actual Contribution Percentage of the Non-Highly
Compensated Employees for the prior year will be made in accordance with
Notice 98-1 and any superseding guidance issued by the Internal Revenue
Service. Plans may be aggregated in order to satisfy Code ss. 401(m) only
if they use the same testing method and only if they have the same Plan
Year.

If a Highly Compensated Employee participates in two or more plans
maintained by any Controlled Group Member to which Employee After-Tax
Contributions or Employer Safe-Harbor Matching, Regular Matching or
Qualified Matching Contributions are made, all such contributions must be
aggregated for purposes of applying the provisions of this section. This
provision will be applied by treating all such plans with Plan Years
ending within the same calendar year as a single plan unless mandatorily
disaggregated pursuant to regulations under Code ss. 401(m).

(g) Disaggregation of Collective Bargaining Employees. If Collective
Bargaining Employees participate in the Plan, the portion of the Plan
benefiting the members of each collective bargaining unit will be treated
as a separate plan for purposes of applying this section. This section
will not apply to the portion of the Plan benefiting Collective Bargaining
Employees.

(h) Mergers, Spin-Offs and Asset Transfers. The Plan Administrator
will determine the appropriate manner in which the Actual Contribution
Percentage Test is to be applied in the event of a merger, spin-off or
asset transfer involving the Plan, based upon such authority (if any) as
may be issued by the Internal Revenue Service.

(i) Records. The Plan Administrator will maintain (or cause to be
maintained) records sufficient to demonstrate compliance with this section
and to show the amount of the Employee Pre-Tax Contributions and the
Employer Contributions treated as Contribution Percentage Amounts.

19.4 No Multiple Use of Alternative Limitations. This section will apply
only if the Plan does not rely on Sec. 19.2(a)(3) or (4) to satisfy the Average
Deferral Percentage Test, and the 1.25x Test is not satisfied under either Sec.
19.2 or 19.3 (after the recharacterization, distributions or Forfeitures called
for under such sections).

(a) Multiple Use Test. The sum of the Actual Deferral Percentage and
the Actual Contribution Percentage of the group of Eligible Employees who
are Highly Compensated Employees for the current Plan Year (after
adjustment of each under Sec. 19.2 and 19.3) will not exceed the greater
of the following:

(1) The sum of the following amounts:

(A) 1.25 multiplied by the greater of the Actual
Deferral Percentage or the Actual Contribution Percentage of
the group of Eligible Employees who are Non-Highly Compensated
Employees; and

(B) The lesser of 2 multiplied by, or 2% plus, the
lesser of the Actual Deferral Percentage or the Actual
Contribution Percentage of the group of Eligible Employees who
are Non-Highly Compensated Employees.

(2) The sum of the following amounts:

(A) 1.25 multiplied by the lesser of the Actual Deferral
Percentage or the Actual Contribution Percentage of the group
of Eligible Employees who are Non-Highly Compensated
Employees; and

(B) The lesser of 2 multiplied by, or 2% plus, the
greater of the Actual Deferral Percentage or the Actual
Contribution Percentage of the group of Eligible Employees who
are Non-Highly Compensated Employees.

The Actual Deferral Percentage and Actual Contribution Percentage of
the group of Eligible Employees who are Non-Highly Compensated Employees
that is used above will be Actual Deferral Percentage and Actual
Contribution Percentage for the same Plan Year used in Sec. 19.2 and 19.3
(depending on whether the current year or prior year testing method is
used).

(b) Correcting for Multiple Use. If the Multiple Use Test is not
satisfied, additional corrective action will be taken under either Sec.
19.2 or 19.3, as specified in the Adoption Agreement.

19.5 Exception to Notice and Consent Requirements. Excess Deferrals,
Excess Contributions and Excess Aggregate Contributions may be distributed
without regard to any notice or consent requirements otherwise imposed on
distributions from the Plan.

19.6 Defined Terms. For purposes of this Article (or where the context
requires elsewhere in the Plan), the following definitions will apply:

(a) Actual Contribution Percentage - means the average of the
Contribution Percentages of the group of Eligible Employees who are
Non-Highly Compensated Employees, and of the group of Eligible Employees
who are Highly Compensated Employees.

If the prior year testing method is specified in the Adoption
Agreement, for the first Plan Year that the Plan permits any Participant
to make Employee After-Tax Contributions or for which Employer Regular
Matching Contributions are made (and provided this is not a successor
plan), for purposes of the prior year testing method, the Actual
Contribution Percentage for the prior Plan Year of the group of Eligible
Employees who are Non-Highly Compensated Employees for the prior Plan Year
will be deemed to be the greater of:

(1) 3%; or

(2) The Actual Contribution Percentage for the current Plan
Year of the group of Eligible Employees who are Non-Highly
Compensated Employees for the current Plan Year.

If the prior year testing method is specified in the Adoption
Agreement, and there has been a plan coverage change as defined in Notice
98-1 or subsequent guidance issued by the Internal Revenue Service, the
Actual Contribution Percentage for Eligible Employees who are Non-Highly
Compensated Employees for the prior Plan Year will be the weighted average
of the percentages for the various prior year subgroups calculated in
accordance with Notice 98-1 or subsequent guidance issued by the Internal
Revenue Service. However, if 90% or more of the total number of Non-Highly
Compensated Employees from all prior year subgroups are from a single
prior year subgroup, or under such other circumstances as may be permitted
by the Internal Revenue Service, the Plan Administrator may elect to use
the Actual Contribution Percentage for such single prior year subgroup in
lieu of using a weighted average.

The Actual Contribution Percentage will be calculated to the nearest
one-hundredth of one percent.

The Plan Administrator will direct the manner in which the Actual
Contribution Percentage will be determined in the event of a merger or
spin-off involving the Plan during the Plan Year.

(b) Actual Deferral Percentage - means the average of the Deferral
Percentages of the group of Eligible Employees who are Non-Highly
Compensated Employees, and of the group of Eligible Employees who are
Highly Compensated Employees.

If the prior year testing method is specified in the Adoption
Agreement, for the first Plan Year that the Plan permits any Participant
to make Employee Pre-Tax Contributions (and provided this is not a
successor plan), for purposes of the prior year testing method, the Actual
Deferral Percentage for the prior Plan Year of the group of Eligible
Employees who are Non-Highly Compensated Employees for the prior Plan Year
will be deemed to be the greater of:

(1) 3%; or

(2) The Actual Deferral Percentage for the current Plan Year
of the group of Eligible Employees who are Non-Highly Compensated
Employees for the current Plan Year.

If the prior year testing method is specified in the Adoption
Agreement, and there has been a plan coverage change as defined in Notice
98-1 or subsequent guidance issued by the Internal Revenue Service, the
Actual Deferral Percentage of the group of Eligible Employees who are
Non-Highly Compensated Employees for the prior Plan Year will be the
weighted average of the percentages for the various prior year subgroups
calculated in accordance with Notice 98-1 or subsequent guidance issued by
the Internal Revenue Service. However, if 90% or more of the total number
of Non-Highly Compensated Employees from all prior year subgroups are from
a single prior year subgroup, or under such other circumstances as may be
permitted by the Internal Revenue Service, the Plan Administrator may
elect to use the Actual Deferral Percentage for such single prior year
subgroup in lieu of using a weighted average.

The Actual Deferral Percentage will be calculated to the nearest
one-hundredth of one percent.

The Plan Administrator will direct the manner in which the Actual
Deferral Percentage will be determined in the event of a merger or
spin-off involving the Plan during the Plan Year.

(c) Contribution Percentage - means the ratio (expressed as a
percentage) determined by dividing the Contribution Percentage Amounts of
the Eligible Employee for the Plan Year by his/her 414(s) Compensation for
the Plan Year.

(d) Contribution Percentage Amounts - means the sum of the
following:

(1) The Employee After-Tax Contributions made by the
Participant for the Plan Year (including Employee Pre-Tax
Contributions recharacterized as Employee After-Tax Contributions
under Sec. 19.2(c)(1)), but excluding any such contributions
refunded to comply with the Annual Addition limit of Code ss. 415.

(2) The Employer Regular Matching Contributions made on behalf
of the Participant for the Plan Year, but excluding any such
contributions to the extent that the Plan Administrator directs that
such contributions be treated as Deferral Percentage Amounts for the
Plan Year, and excluding any such contributions that are deemed to
be Forfeitures pursuant to Sec. 5.2(e).

If the Plan provides for Employer Safe-Harbor Matching
Contributions but does not satisfy the requirements of Sec.
19.3(a)(3), the Employer Safe-Harbor Matching Contributions made on
behalf of the Participant for the Plan Year will be treated in the
same manner as described above for Employer Regular Matching
Contributions.

(3) The Employer Qualified Matching Contributions made on
behalf of the Participant for the Plan Year to the extent that the
Plan Administrator directs that such contributions be treated as
Contribution Percentage Amounts for the Plan Year, but excluding any

such contributions that are deemed to be Forfeitures pursuant to
Sec. 5.2(e).

(4) The Employer Qualified Profit Sharing Contributions made
on behalf of the Participant for the Plan Year to the extent that
the Plan Administrator directs that such contributions be treated as
Contribution Percentage Amounts for the Plan Year.

(5) The Employer Safe-Harbor Profit Sharing Contributions made
on behalf of the Participant for the Plan Year, but only to the
extent that such contributions exceed the minimum required (that is,
3% of Plan Compensation) to satisfy the safe-harbor requirements of
Code ss. 401(k)(12)(C), and only to the extent the Plan
Administrator directs that such contributions in excess of the
minimum required be treated as Contribution Percentage Amounts for
the Plan Year.

(6) If so specified in the Adoption Agreement and to the
extent the Plan Administrator directs that any of the following
amounts be treated as Contribution Percentage Amounts for the Plan
Year:

(A) Employee Pre-Tax Contributions, (provided that the
Actual Deferral Percentage Test is satisfied both with and
without the exclusion of such contributions), but excluding
any such contributions refunded to comply with the Annual
Addition limit of Code ss. 415.

(B) Employer Regular Profit Sharing Contributions made
on behalf of the Participant for the Plan Year (provided that
such contributions satisfy the requirements to be Employer
Qualified Profit Sharing Contributions and further provided
that the non-discrimination requirements of Code ss. 401(a)(4)
are satisfied both with and without the exclusion of such
contributions).

If the Plan provides for Employer Safe-Harbor Profit
Contributions but does not satisfy the requirements of Sec.
19.2(a)(3), the Employer Safe-Harbor Profit Sharing Contributions
made on behalf of the Participant for the Plan Year will be treated
in the same manner as described above for Employer Regular Profit
Sharing Contributions (otherwise, they will be treated as described
in (5)). However, Employer Safe-Harbor Profit Sharing Contributions
may be treated as Contribution Percentage Amounts regardless of
whether it is specified in the Adoption Agreement that such
treatment is permitted for Employer Regular Profit Sharing
Contributions.

Employee After-Tax Contributions will be included in the
Contribution Percentage Amounts for the Plan Year in which such
contributions were paid to the Funding Agent.

Elective Deferrals and Employer Contributions made for a Plan Year
will be included as part of the Contribution Percentage Amounts for such
Plan Year only if paid to the Funding Agent before the end of the 12-month
period immediately following the Plan Year; otherwise, they will be
included as part of the Contribution Percentage Amounts for the Plan Year
in which paid to the Funding Agent.

(e) Deferral Percentage - means the ratio (expressed as a
percentage) determined by dividing the Deferral Percentage Amounts of the
Eligible Employee for the Plan Year by his/her 414(s) Compensation for the
Plan Year.

(f) Deferral Percentage Amounts - means the sum of the following:

(1) The Employee Pre-Tax Contributions made on behalf of the
Participant for the Plan Year, including any Excess Deferrals of
Highly Compensated Employees that are distributed under Sec. 19.1,
but excluding any Excess Deferrals of Non-Highly Compensated
Employees made under the plans of the Controlled Group Members, and
excluding any such contributions refunded to comply with the Annual
Addition limit of Code ss. 415.

(2) The Employer Qualified Matching Contributions made on
behalf of the Participant for the Plan Year, but excluding any such
contributions that the Plan Administrator directs be treated as
Contribution Percentage Amounts for the Plan Year, and excluding any
such contributions that are treated as Forfeitures pursuant to Sec.
5.2(e).

(3) The Employer Qualified Profit Sharing Contributions made
on behalf of the Participant for the Plan Year, but excluding any
such contributions that the Plan Administrator directs be treated as
Contribution Percentage Amounts for the Plan Year.

(4) If so specified in the Adoption Agreement and to the
extent the Plan Administrator directs that any of the following
amounts be treated as Deferral Percentage Amounts for the Plan Year:

(A) Employer Regular Profit Sharing Contributions made
on behalf of the Participant for the Plan Year (provided that
such contributions satisfy the requirements to be Employer
Qualified Profit Sharing Contributions and further provided
that the non-discrimination requirements of Code ss. 401(a)(4)
are satisfied both with and without the exclusion of such
contributions).

(B) Employer Regular Matching Contributions made on
behalf of the Participant for the Plan Year (provided that
such contributions satisfy the requirements to be Employer
Qualified Matching Contributions), but excluding any such
contributions that are treated as Forfeitures pursuant to Sec.
5.2(e).

If the Plan provides for Employer Safe-Harbor Matching
Contributions but does not satisfy the requirements of Sec.
19.2(a)(3), the Employer Safe-Harbor Matching Contributions made on
behalf of the Participant for the Plan Year will be treated in the
same manner as described above for Employer Regular Matching
Contributions. Similarly, if the Plan provides for Employer
Safe-Harbor Profit Contributions but does not satisfy the
requirements of Sec. 19.2(a)(3), the Employer Safe-Harbor Profit
Sharing Contributions made on behalf of the Participant for the Plan
Year will be treated in the same manner as described above for
Employer Regular Profit Sharing

Contributions. However, Employer Safe-Harbor Matching and Profit
Sharing Contributions may be treated as Deferral Percentage Amounts
regardless of whether it is specified in the Adoption Agreement that
such treatment is permitted for Employer Regular Matching and Profit
sharing Contributions.

Elective Deferrals and Employer Contributions made for a Plan Year
will be included as part of the Deferral Percentage Amounts for such Plan
Year only if paid to the Funding Agent before the end of the 12-month
period immediately following the Plan Year; otherwise, they will be
included in the Deferral Percentage Amounts for the Plan Year in which
paid to the Funding Agent.

(g) Eligible Employee - means:

(1) For purposes of calculating the Actual Deferral
Percentage, any Participant who is eligible to make Employee Pre-Tax
Contributions for any portion of the Plan Year (regardless of
whether he/she makes such contributions).

(2) For purposes of calculating the Actual Contribution
Percentage:

(A) Any Participant who is eligible to make Employee
After-Tax Contributions for any portion of the Plan Year
(regardless of whether he/she makes such contributions);

(B) Any Participant who would be eligible to receive an
Employer Safe-Harbor, Regular or Qualified Matching
Contribution for the Plan Year were he/she to have made Match
Eligible Contributions (regardless of whether he/she makes
such contributions), or

(C) If Employee Pre-Tax Contributions are treated as
Contribution Percentage Amounts for the Plan Year, any
Participant who is eligible to make Employee Pre-Tax
Contributions for any portion of the Plan Year (regardless of
whether he/she makes such contributions).

The Plan Administrator may direct that Non-Highly Compensated
Employees who have not attained age 21 or have not completed one year of
Service (or who have not yet reached the Entry Date for the applicable
Component after having attained such age and completed such service), may
be disregarded and treated as not being Eligible Employees. However, this
is permitted only if the portion of the Component that covers Participants
(either Highly Compensated Employees or Non-Highly Compensated Employees)
who have not attained age 21 or have not completed one year of Service (or
who have not yet reached the Entry Date for the applicable Component after
having attained such age and completed such service), and the remaining
portion of the Component each satisfy the coverage requirements of Code
ss. 410(b).

(h) Excess Deferrals - means the amount of any Elective Deferrals
made for the taxable year of a Participant in excess of the limit for such
year under Code ss. 402(g). Excess Deferrals shall be treated as Annual
Additions under Sec. 18.4 unless such amounts are distributed no later
than the first April 15 following the close of the Participant's taxable
year.

(i) 414(s) Compensation for the Plan Year - means Plan Compensation
for the Plan Year, but disregarding any exclusions specified in the
Adoption Agreement other than exclusions of Employee Pre-Tax Contributions
and other Elective Deferrals, amounts that are excluded under Code ss.
125, and reimbursements or other expense allowances, fringe benefits (cash
and non-cash), moving expenses, deferred compensation and welfare
benefits, and any amounts in excess of the limit imposed under Code ss.
401(a)(17).

414(s) Compensation for the Plan Year only includes amounts paid
after the Entry Date for the applicable Component.

- --------------------------------------------------------------------------------
ARTICLE XX- MISCELLANEOUS PROVISIONS
- --------------------------------------------------------------------------------

20.1 Offset For Leased Employee Benefits. The contributions received by a
Leased Employee under a qualified plan maintained by the leasing organization
and that are attributable to services performed for a Participating Employer may
be applied as an offset against Employer Regular Profit Sharing Contributions,
or Employer Regular Pension Contributions, in such manner as the Plan
Administrator determines is consistent with Code ss. 414(n).

20.2 Coverage Failures. If the Plan is a non-standardized plan, and it
would otherwise fail to satisfy the coverage requirements of Code ss.410(b) for
a Plan Year because of a requirement that a Participant be employed on the last
day of the Plan Year or complete a specified number (greater than 500) of Hours
of Service during the Plan Year in order to receive an Employer Regular Matching
or Regular Profit Sharing Contribution, or Employer Regular Pension
Contribution, then the last day of the Plan Year requirement (if any) will not
apply for such Plan Year. If the Plan still fails to satisfy the coverage
requirements after such modification, then the Hours of Service requirement will
be applied using 500 Hours of Service instead of the number otherwise specified
in the Adoption Agreement.

20.3 Qualified Military Service. The Plan will comply with the
requirements of Code ss. 414(u) with respect to each Participant who is absent
from service because of "qualified military service" (as defined in code ss.
414(u)(5)) provided that he/she returns to employment within such period after
the end of the qualified military service as is prescribed under Code ss. 414(u)
(or other federal law cited therein). Accordingly, any such Participant will be
permitted to make additional Employee Pre-Tax Contributions after his/her
reemployment, will receive Employer Contributions, and will receive service
credit for the period of qualified military service as required under Code ss.
414(u).

This provision will apply beginning on December 12, 1994.

20.4 No Diversion. The Funding Vehicle(s) will be for the exclusive
purpose of providing benefits to Participants and Beneficiaries and defraying
reasonable expenses of administering the Plan. Accordingly, Plan Assets may not
be used for, or diverted to, purposes other than for the exclusive benefit of
Participants and their Beneficiaries and no amendment will be effective if it
causes such diversion. Notwithstanding the foregoing:

(a) Contributions Made by Mistake. If any contribution (or portion
thereof) is made by a mistake of fact, the Funding Agent will, upon
written direction of the Lead Employer or Plan Administrator, return such
contribution within one year after the payment of the contribution to the
Funding Vehicle. However, gains attributable to such contribution or

portion thereof will not be returned, but will remain in the Funding
Vehicle and will be credited to a Pending Allocation Account. However, the
amount returned will be reduced by any losses attributable to such
contribution (or portion thereof).

(b) Contributions Conditioned on Qualification. Contributions are
conditioned upon initial qualification of the Plan under Code ss. 401(a).
If the Plan receives an adverse determination from the Internal Revenue
Service with respect to such initial qualification, the Funding Agent
will, upon written direction of the Lead Employer or Plan Administrator,
return the amount of such contribution within one year after the date of
denial of qualification of the Plan; provided, however, that the
application for qualification must have been submitted to the Internal
Revenue Service by the time prescribed by law for filing the Lead
Employer's federal income tax return for the taxable year in which the
Plan is adopted, or by such later date as the Secretary of the Treasury
may prescribe. For this purpose, the amount to be so returned will be the
contributions actually made, adjusted for the investment experience of,
and any expenses chargeable against, the portion of the Plan Assets
attributable to the contributions actually made to the Plan.

(c) Contributions Conditioned on Deductibility. Each employer
contribution is conditioned upon its deductibility under Code ss. 404. To
the extent the deduction is disallowed by the Internal Revenue Service,
the Funding Agent will, upon written direction of the Lead Employer or
Plan Administrator, return such contribution (to the extent disallowed)
within one year after the disallowance of the deduction. However, gains
attributable to such contribution (or disallowed portion thereof) will not
be returned but will remain in the Funding Vehicle and will be credited to
a Pending Allocation Account, and the amount returned will be reduced by
any losses attributable to such contribution (or disallowed portion
thereof).

(d) Residual Assets. If any residual assets remain in the Funding
Vehicles after the liabilities of the Plan to Participants and
Beneficiaries have been satisfied, such residual assets will be returned
to Participating Employers.

In the case of any such return of contributions, adjustments will be made
to the Contribution Accounts of Participants, and any Pending Allocation Account
resulting from gains on returned amounts will be applied, in such manner as is
directed by the Plan Administrator.

20.5 Qualified Domestic Relations Orders. Notwithstanding any contrary
provision, an individual who is entitled to payments from the Plan as an
"alternate payee" pursuant to a qualified domestic relations order (as defined
in Code ss. 414(p)) may, if the order so provides, receive a lump sum payment
from the Plan of the amount payable to such individual as soon as
administratively practicable after the date the order is determined to be a
qualified domestic relations order, and all time for appeal of such
determination has elapsed under the qualified domestic relations order
procedures prescribed by the Plan Administrator. This payment form is available
in addition to any payment forms otherwise provided under the Plan and
authorized under the qualified domestic relations order.

The Plan Administrator will be responsible for determining the "qualified"
status of a domestic relations order, and a domestic relations order will not be
effective for any purpose of the Plan until it is adopted by the court or
applicable state authority and it is determined to be a qualified domestic
relations order by the Plan Administrator. The Plan Administrator is not
obligated to take any action (e.g., suspending distributions or investment
transactions) in response to a proposed or draft order, or on information that
any order is to be filed with the Plan. Further, the Plan Administrator may
suspend payments under an order that it previously has determined to be a
qualified domestic relations order if the Plan Administrator has received
evidence calling into question the validity of such order under applicable
domestic relations law. In such case, the Plan Administrator will take such
actions as he/she/it deems reasonable to determine the validity of the order.

A qualified domestic relations order may provide for an immediate
assignment of only the vested portion of a Contribution Account, but may not
provide for an immediate assignment of that portion of the vested portion of a
Contribution Account that is subject to any lien (e.g., the portion that is
subject to a tax levy, or the portion that secures a loan made to the
Participant).

20.6 Use of Employer's Checking Account for Withholding. If the Plan is
required to electronically pay any federal tax withholding amount on any
withdrawal or distribution, the Plan Administrator may direct that the tax
withheld on the withdrawal or distribution be transferred to the checking
account of the Lead Employer to facilitate the electronic payment of such
withholding amount, subject to the approval of the Funding Agent.

20.7 Insurance Company Not Responsible for Validity of Plan. No insurance
company that issues a contract under the Plan will have any responsibility for
the validity of the Plan. An insurance company to which an application may be
submitted hereunder may accept such application and will have no duty to make
any investigation or inquiry regarding the authority of the applicant to make
such application or any amendment thereto or to inquire as to whether an
individual on whose life any contract is to be issued is entitled to such
contract under the Plan.

20.8 Adjustment of Dollar Limits. The dollar limits imposed under the Code
for various purposes as specified in the Plan will be adjusted from time to time
for cost-of-living increases as provided in the Code.

20.9 No Guarantee of Employment. Participation in the Plan does not
constitute a guarantee or contract of employment with any Controlled Group
Member. Participation in the Plan will in no way interfere with any rights the
employer has to determine the duration of employment or the duration of an
individual's status as a Self-Employed Individual.

20.10 Headings. Headings at the beginning of Articles and Sections are for
convenience of reference, will not be considered a part of the text of the Plan,
and will not influence its construction.

20.11 Capitalized Definitions. Capitalized terms used in the Plan will
have their meaning as defined in the Plan unless the context clearly indicates
to the contrary.

20.12 Gender. Any references to the masculine gender include the feminine
and vice versa.

20.13 Use of Compounds of Word "Here". Use of the words "hereof",
"herein", "hereunder", or similar compounds of the word "here" will mean and
refer to the entire Plan unless the context clearly indicates to the contrary.

20.14 Plan Construed as a Whole. The provisions of the Plan will be
construed as a whole in such manner as to carry out the provisions thereof and
will not be construed separately without relation to the context.

20.15 Benefiting. A Participant is treated as benefiting under the Plan
for any Plan Year during which the Participant received or is deemed to receive
an allocation in accordance with Treas. Reg. ss. 1.410(b)-3(a).

PRINTED -- 3/19/03

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

PROTOTYPE DEFINED CONTRIBUTION PLAN

FULL-FLEX PROFIT SHARING PLAN (With 401(k) Option)
Non-Standardized (003)

ADOPTION AGREEMENT

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

AMENDED FOR THE URUGUAY ROUND AGREEMENTS ACT ("GATT"), THE UNIFORM SERVICES
EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT OF 1994 ("USERRA"), THE SMALL BUSINESS
JOB PROTECTION ACT OF 1996 ("SBJPA"), THE TAXPAYER RELIEF ACT OF 1997 ("TRA
'97"), THE INTERNAL REVENUE SERVICE RESTRUCTURING AND REFORM ACT OF 1998 AND THE
COMMUNITY RENEWAL TAX RELIEF ACT OF 2000 (COLLECTIVELY REFERRED TO AS "GUST").

YOU SHOULD CONSULT AN ATTORNEY BEFORE ADOPTING THIS PLAN. ALTHOUGH THIS
PROTOTYPE PLAN IS SPONSORED BY FAEGRE & BENSON LLP, NO ATTORNEY-CLIENT
RELATIONSHIP EXISTS BETWEEN AN EMPLOYER ADOPTING THIS PROTOTYPE AND FAEGRE &
BENSON LLP, SOLELY AS A RESULT OF THE ADOPTION, AND FAEGRE & BENSON LLP HEREBY
EXPRESSLY DISCLAIMS ANY SUCH RELATIONSHIP.

NATIONAL OFFICE LETTER
DATE: DECEMBER 12,2001
SERIAL NUMBER: K270954A

PROTOTYPE DEFINED CONTRIBUTION PLAN

TABLE OF CONTENTS

A. PREAMBLE ............................................................ 1
B. LEAD AND PARTICIPATING EMPLOYER INFORMATION ......................... 1
Lead Employer: [Plan Sec. 2.40] ..................................... 1
Participating Employers: [Plan Secs. 2.50 and 15.1] ................. 1
C. PLAN INFORMATION .................................................... 1
Plan: [Plan Sec. 1.1] ............................................... 1
Plan Year: [Plan Sec. 2.58] ......................................... 1
Plan Administrator: [Plan Secs. 2.54 and 14.1] ...................... 2
Funding Vehicle: [Plan Secs. 1.3 and 2.32] .......................... 2
Controlling Law State: [Plan Sec. 1.4] .............................. 2
D. ELIGIBILITY AND SERVICE REQUIREMENTS ................................ 3
Excluded Employment Categories: [Plan Sec. 2.14(a)] ................. 3
Age and Service Requirements: [Plan Sec. 3.1(a)] .................... 4
Entry: [Plan Secs. 2.27 and 3.1(a)] ................................. 4
Hours of Service: [Plan Sec. 2.64] .................................. 4
Method to Determine Service for Eligibility Purposes:
[Plan Sec. 2.64] ................................................ 4
Method to Determine Service for Vesting Purposes:
[Plan Sec. 2.64] ................................................ 5
Break in Service Rules for Eligibility and Vesting:
[Plan Secs. 2.8, 3.3 and 10.2(m)] ............................... 6
Predecessor Employer Credit: [Plan Secs. 2.59 and
2.64(c)] ........................................................ 6
Waiver of Entry Requirements: [Plan Sec. 3.1(f)] .................... 7
Election Not to Participate: [Plan Sec. 3.5] ........................ 8
E. PLAN COMPENSATION ................................................... 8
Plan Compensation: [Plan Sec. 2.56] ................................. 8
Plan Compensation for the Plan Year: [Plan Sec. 2.57] ............... 10
Imputed Earnings While Disabled: [Plan Sec. 2.56(e)] ................ 10
F. EMPLOYEE PRE-TAX COMPONENT .......................................... 10
Employee Pre-Tax Contributions: [Plan Sec. 4.1] ..................... 10
Age and Service Requirements: [Plan Sec. 3.1(a)] .................... 10
Entry: [Plan Secs. 2.27 and 3.1(a)] ................................. 11
Pay Reduction Contributions -
Minimums/Maximums: [Plan Sec. 4.1(a)] ........................... 11
Pay Reduction Agreements: [Plan Sec. 4.1(a)] ........................ 12
Cash or Deferred Contributions: [Plan Sec. 4.1(c)] .................. 13
In-Service Withdrawals: [Plan Sec. 11.2] ............................ 14
G. EMPLOYEE AFTER-TAX COMPONENT ........................................ 14
Employee After-Tax Contributions: [Plan Sec. 4.2] ................... 14
Age and Service Requirements/Entry: [Plan Secs. 2.27
and 3.1(a)] ..................................................... 14
Payroll Withholding Contributions: [Plan Sec. 4.2(a)] ............... 14
Direct Contributions: [Plan Sec. 4.2(c)] ............................ 15
Required Contributions - Thrift Plan: [Plan Sec
4.2(b)] ......................................................... 15
In-Service Withdrawals: [Plan Sec. 11.2] ............................ 15
H. EMPLOYER SAFE-HARBOR COMPONENT ...................................... 16
Employer Safe-Harbor Contributions: [Plan Secs. 5.1
and 6.1] ........................................................ 16
Age and Service Requirements: [Plan Sec. 3.1(a)] .................... 16
Employer Safe-Harbor Contributions: [Plan Sec. 5.1] ................. 17
In-Service Withdrawals: [Plan Sec. 11.2] ............................ 18
I. EMPLOYER REGULAR MATCHING COMPONENT ................................. 19
Employer Regular Matching Contributions: [Plan Sec
5.2] ............................................................ 19
Excluded Employment Categories: [Plan Sec. 2.14(a)] ................. 19
Age and Service Requirements: [Plan Sec. 3.1(a)] .................... 19
Entry: [Plan Secs. 2.27 and 3.1(a)] ................................. 19
Requirements to Receive an Employer Regular
Matching Contribution: [Plan Sec. 5.2(a) or (b)] ................ 19
Matching Formula: [Plan Sec. 5.2(a) or (b)] ......................... 21
Minimums and Maximums: [Plan Sec. 5.2(d)] ........................... 27
Vesting Schedule for Employer Regular Matching
Component: [Plan Sec. 10.2(e)] .................................. 27
Treatment of Forfeitures: [Plan Sec. 5.2(g)] ........................ 28
In-Service Withdrawals: [Plan Sec. 11.2] ............................ 29
J. EMPLOYER REGULAR PROFIT SHARING COMPONENT ........................... 30
Profit Sharing Contributions: [Plan Sec. 6.2] ....................... 30
Excluded Employment Categories: [Plan Sec. 2.14(a)] ................. 30
Age and Service Requirements: [Plan Sec. 3.1(a)] .................... 30
Entry: [Plan Secs. 2.27 and 3.1(a)] ................................. 30
Requirements to Share in the Employer Regular Profit
Sharing Contribution: [Plan Sec. 6.2(a) or (b)] ................. 31
Contribution/Allocation Formula: [Plan Sec. 6.2(a) or
(b)] ............................................................ 32
Vesting Schedule for Employer Regular Profit Sharing
Component: [Plan Sec. 10.2(e)] .................................. 36
Treatment of Forfeitures: [Plan Sec. 6.2(d)] ........................ 37
In-Service Withdrawals: [Plan Sec. 11.2] ............................ 38
K. EMPLOYER QUALIFIED MATCHING AND PROFIT SHARING
COMPONENT ........................................................... 39
Employer Qualified Contributions: [Plan Secs. 5.3 and
6.3] ............................................................ 39
Employer Qualified Matching Contributions
(QMACs): [Plan Sec. 5.3] ........................................ 39
Employer Qualified Profit Sharing Contributions
(QNECs): [Plan Sec. 6.3] ........................................ 40
In-Service Withdrawals: [Plan Sec. 11.2] ............................ 41
L. EMPLOYEE ROLLOVER COMPONENT ......................................... 41
Employee Rollover Contributions: [Plan Sec. 4.5] .................... 41
In-Service Withdrawals: [Plan Sec. 11.2] ............................ 41
M. RETIREMENT, DISABILITY AND HARDSHIP ................................. 42
Retirement Age: [Plan Secs. 2.19 and 2.47] .......................... 42
Disability: [Plan Sec. 2.18] ........................................ 42
Hardship: [Plan Sec. 2.33] .......................................... 42
N. SPECIAL VESTING RULES ............................................... 43
Vesting: [Plan Sec. 10.2(e)] ........................................ 43
Service Disregarded for Vesting: [Plan Sec. 10.2(f)] ................ 43
Special Vesting Events: [Plan Sec. 10.2(b)] ......................... 43
Forfeitures: [Plan Sec. 10.2(g)] .................................... 43
Vesting Formula for Partially Vested: [Plan Sec
10.2(c) and (g)] ................................................ 44
Reinstatement upon Return to Service: [Plan Sec
10.2(h)] ........................................................ 44
Special Vesting Rules for Life Insurance: [Plan Sec
10.3] ........................................................... 44
O. EMPLOYER SECURITIES ................................................. 45
Employer Securities: [Plan Sec. 14.15 and 14.16] .................... 45
Voting Provisions: [Plan Secs. 14.15(d) and 14.16] .................. 45
Tender Provisions: [Plan Secs. 14.15(e) and 14.16] .................. 45
In-Kind Distribution Option: [Plan Sec. 12.3(c)] .................... 46
P. PAYMENT OF BENEFITS ................................................. 46
Balances Less Than Cash-Out Amount: [Plan Sec
12.4] ........................................................... 46
Balances More Than Cash-Out Amount: [Plan Sec
12.3(a)] ........................................................ 46
Payment Forms: [Plan Secs. 12.3(b) and 12.6] ........................ 47
Payment Medium: [Plan Sec. 12.3(c)] ................................. 48
Beneficiary: [Plan Secs. 13.1 and 13.3] ............................. 48
Minimum Distributions: [Plan Secs. 2.62 and 12.7] ................... 49

Q. TOP-HEAVY PROVISIONS ................................................ 50
Top-Heavy Eligible Participant: [Plan Sec. 17.4(k)] ................. 50
Top-Heavy Contribution Requirement: [Plan Sec
17.1] ........................................................... 51
Top-Heavy Vesting Schedule: [Plan Sec. 17.2] ........................ 51
Coordination With Other Qualified Plans: [Plan Sec.
17.1] ........................................................... 51
R. CODE ss. 415 COORDINATION ........................................... 52
415 Compensation: [Plan Sec. 18.4(b)] ............................... 52
Limitation Year: [Plan Sec. 18.4(h)] ................................ 52
Correction Method: [Plan Sec. 18.1(b)] .............................. 52
Coordination With Other Plans: [Plan Sec. 18.2 and
18.3] ........................................................... 53
S. SPECIAL TESTING RULES ............................................... 53
Highly Compensated Employees: [Plan Sec. 2.35] ...................... 53
ADP/ACP Testing Method: [Plan Sec. 19.2 and 19.3] ................... 53
Other Elections Regarding ADP/ACP Testing: [Plan
Sec. 19.2, 19.3 and 19.4] ....................................... 54
Gain or Loss on Excess Contributions: [Plan Sec
19.1(d), 19.2(d) and 19.3(d)] ................................... 55
T. SPECIAL EFFECTIVE DATE RULES ........................................ 55
U. FROZEN CONTRIBUTIONS ACCOUNTS ....................................... 56
V. OTHER INFORMATION FOR THE PARTICIPATING EMPLOYERS ................... 56
W. SPONSOR OF THE PROTOTYPE ............................................ 57
X. RELIANCE ON IRS OPINION LETTER ...................................... 58
Y. LEAD EMPLOYER SIGNATURE ............................................. 58
Z. TRUSTEE OR CUSTODIAN SIGNATURE ...................................... 59

PROTOTYPE DEFINED CONTRIBUTION PLAN

FULL-FLEX PROFIT SHARING PLAN (With 401(k) Option)
Non-Standardized (003)

ADOPTION AGREEMENT

- --------------------------------------------------------------------------------
A. PREAMBLE
- --------------------------------------------------------------------------------
A.1. BY THIS AGREEMENT, THE LEAD EMPLOYER HEREBY ... [CHECK ONE]:

a. [ ] adopts a new profit sharing plan as of ... [COMPLETE]:

1. Original Effective Date: [MONTH DAY, YEAR].

b. [X] amends/restates its existing profit sharing plan effective as of ...
[COMPLETE 1. AND 2.]:

1. Amendment Effective Date: December 1, 2002 [MONTH DAY, YEAR].

2. Original Effective Date: July 1, 1985 [MONTH DAY, YEAR].
[NOTE: INSERT THE ORIGINAL EFFECTIVE
DATE OF THIS PLAN, WHETHER AS THIS
PROTOTYPE, ANOTHER PROTOTYPE, OR IN
ANY OTHER FORM. IF TWO OR MORE PLANS
HAVE BEEN MERGED OR CONSOLIDATED,
INSERT THE ORIGINAL EFFECTIVE DATE
OF THE PLAN SHOWN AS THE SURVIVING
PLAN FOR GOVERNMENT FILING PURPOSES
(E.G., FORM 5500).]

- --------------------------------------------------------------------------------------------------------------
B. LEAD AND PARTICIPATING EMPLOYER INFORMATION
- --------------------------------------------------------------------------------------------------------------

LEAD EMPLOYER: B.1. Lead Employer Name: MOCON, Inc. .
[PLAN SEC. 2.40]
B.2. Lead Employer EIN: 41-0903312 .

PARTICIPATING EMPLOYERS: B.3. The Participating Employers are the...[CHECK EACH THAT APPLIES]: [NOTE: IF THERE ARE
[PLAN SECS. 2.50 AND 15.1] MORE THAN THREE PARTICIPATING EMPLOYERS, ATTACH THE PARTICIPATING EMPLOYER ADDENDUM.]

a. [ ] Lead Employer.
b. [X] following Controlled Group Members ... [COMPLETE]:

1. Participating Employer:

Name: Baseline-MOCON, Inc. .
Employer EIN: 84-0616264 .

2. Participating Employer:

Name: Microanalytics Instrumentation Corp. .
Employer EIN: 74-2632086 .

3. Participating Employer:

Name: Lab Connections, Inc.
Employer EIN: 41-1925024 .

[NOTE: A CONTROLLED GROUP MEMBER WILL IMMEDIATELY CEASE TO BE A
PARTICIPATING EMPLOYER AS OF THE DATE IT CEASES TO BE A CONTROLLED GROUP
MEMBER.]

- --------------------------------------------------------------------------------------------------------------
C. PLAN INFORMATION
- --------------------------------------------------------------------------------------------------------------

PLAN: C.1. Plan Name: MOCON, Inc. Savings and Retirement Plan .
[PLAN SEC. 1.1]
C.2. Plan Number: 001 . [NOTE: THIS IS THE THREE-DIGIT IDENTIFYING NUMBER
(E.G., 001) THAT THE EMPLOYER ASSIGNS FOR GOVERNMENT FILING PURPOSES
(E.G., FORM 5500).]

PLAN YEAR: C.3. The Plan Year is the twelve-consecutive-month period ending each December 31
[PLAN SEC. 2.58] [MONTH DAY] [CHECK EACH THAT APPLIES]:

[PLAN SEC. 2.58] a. [ ] The first Plan Year is a short year that began on the Original
Effective Date and ended ___ [MONTH DAY, YEAR].

b. [ ] The Plan Year has been amended. The last Plan Year before the
amendment ended ___ [MONTH DAY, YEAR], and the short Plan Year resulting from
the amendment began the next day and ended ___ [MONTH DAY, YEAR].

PLAN ADMINISTRATOR: C.4. The Plan Administrator is the ... [CHECK ONE]:
[PLAN SECS. 2.54 AND 14.1]

a. [X] Lead Employer. [NOTE: THE LEAD EMPLOYER MAY DELEGATE ADMINISTRATIVE
AUTHORITY TO AN INDIVIDUAL OR COMMITTEE.]

b. [ ] following individual or entity ... [COMPLETE]:

Name: _______________ .

c. [ ] following committee of individuals ... [CHECK ONE]: [NOTE: EITHER THE
NAME OF THE COMMITTEE OR THE INDIVIDUAL COMMITTEE MEMBERS MUST BE SPECIFIED.]

1. [ ] Name of committee: ____ .
2. [ ] Committee members ... [COMPLETE]:

Name: _____.
Name: _____.
Name: _____.
Name: _____.
Name: _____.
Name: _____.
Name: _____.

FUNDING VEHICLE: C.5. The Funding Vehicle(s) for the Plan include ... [CHECK EACH THAT APPLIES]:
[PLAN SECS. 1.3 AND 2.32]

a. [X] a Trust Fund with ... [CHECK EACH THAT APPLIES]:

1. [ ] individual trustee(s). [NOTE: INDIVIDUAL TRUSTEE(S) MAY SERVE ON A
DISCRETIONARY OR DIRECTED BASIS PURSUANT TO THE TRUST AGREEMENT.]
2. [X] a financial organization serving pursuant to the Trust Agreement ...
[CHECK ONE]:

a. [X] for a Directed Trustee.
b. [ ] with a Discretionary Trustee Option.

b. [ ] a Custodial Account. [NOTE: THIS OPTION IS APPROPRIATE ONLY FOR A PLAN
MAINTAINED BY AN UNINCORPORATED BUSINESS AND THAT COVERS SELF-EMPLOYED
INDIVIDUALS. ALSO, THE CUSTODIAN MUST BE A BANK OR OTHER ORGANIZATION
AUTHORIZED TO ACT AS A CUSTODIAN WITH RESPECT TO QUALIFIED PLANS.]

c. [ ] Annuity Funding Contract(s).

CONTROLLING LAW STATE: C.6. The Plan will be construed and administered in accordance with the laws of
[PLAN SEC. 1.4] the State or Commonwealth of Minnesota to the extent that such laws are
not preempted by the laws of the United States of America.

- --------------------------------------------------------------------------------------------------------------
D. ELIGIBILITY AND SERVICE REQUIREMENTS
- --------------------------------------------------------------------------------------------------------------

EXCLUDED EMPLOYMENT D.1. Covered Employment does not include employment as ... [CHECK EACH OF a.
CATEGORIES: THROUGH l. THAT APPLIES, OR CHECK m. OR n.]: [NOTE: COVERED EMPLOYMENT
[PLAN SEC. 2.14(A)] ONLY INCLUDES EMPLOYMENT WITH A PARTICIPATING EMPLOYER. HOWEVER, IT DOES
NOT INCLUDE EMPLOYMENT AS A COLLECTIVE BARGAINING EMPLOYEE UNLESS THE
COLLECTIVE BARGAINING AGREEMENT PROVIDES FOR PARTICIPATION IN THE PLAN
UNDER THE TERMS SET FORTH IN THIS ADOPTION AGREEMENT.]

a. [X] a non-resident alien who receives no earned income (within the meaning
of Code ss. 911(d)(2)) from a Participating Employer which constitutes
income from sources within the United States (within the meaning of
Code ss. 861(a)(3)), or who receives such earned income but it is all exempt
from income tax in the United States under the terms of an income tax
convention.

b. [ ] a Highly Compensated Employee.

[NOTE: EXCLUDING ANY OF THE FOLLOWING CATEGORIES MAY RESULT IN FAILURE TO
SATISFY THE COVERAGE REQUIREMENTS OF CODE ss. 410(B).]

c. [ ] a Key Employee.
d. [X] a Leased Employee.
e. [ ] a Self-Employed Individual (that is, a sole proprietor or partner with
respect to a Participating Employer).
f. [ ] a salaried Employee.
g. [ ] an hourly-wage Employee.
h. [ ] an Employee paid primarily on a commission basis.
i. [ ] an Employee working outside the United States.
j. [ ] a citizen or resident of a foreign country, except those who work in
the United States under the following VISA or NAFTA categories ... [CHECK ONE]:

1. [ ] All categories are excluded except as expressly required by United
States Immigration Law.
2. [ ] The following categories are included [SPECIFY]: ___.

k. [ ] an Employee in any of the following units or locations [SPECIFY] ___:
[NOTE: TO EXCLUDE ALL EMPLOYEES OF A CONTROLLED GROUP MEMBER, DO NOT
DESIGNATE THAT CONTROLLED GROUP MEMBER AS A PARTICIPATING EMPLOYER.]
l. [ ] other [SPECIFY]: ___.

Collective m. [ ] The Plan is exclusively a collective bargaining plan - thus, the only
Bargaining Only Employees in Covered Employment are those Collective Bargaining Employees
Plan who are covered by the following collective bargaining agreement(s) that
provides for participation in the Plan ... [COMPLETE]: [NOTE: ALL OTHER
EMPLOYEES ARE EXCLUDED FROM ALL COMPONENTS.]

1. _____.
2. _____.
3. _____.
4. _____.
5. _____.

Prevailing Wage n. [ ] The Plan is exclusively a "prevailing wage" plan - thus, the only
Only Plan Employees in Covered Employment are those who are employed on prevailing
wage projects specified in J.8.f. or on the Prevailing Wage Addendum.
[NOTE: ALL OTHER EMPLOYEES ARE EXCLUDED FROM ALL COMPONENTS.]

D.2. Covered Employment ... [CHECK ONE]:

a. [ ] does not include employment during the transition period following a
stock or asset acquisition described in Code ss. 410(b)(6)(C) ... [CHECK IF
APPLICABLE]:

1. [ ] subject to the following exceptions [COMPLETE]: [NOTE: FOR EACH LISTED
ACQUISITION, EMPLOYMENT BECOMES COVERED EMPLOYMENT AS OF THE
EFFECTIVE DATE LISTED FOR THAT ACQUISITION (UNLESS THE EMPLOYMENT IS
EXCLUDED UNDER D.1.).]

Acquisition: ___.
Effective Date: ___.

b. [X] includes employment during the transition period following a stock or
asset acquisition described in Code ss. 410(b)(6)(C) (unless the employment
is excluded under D.1.).

[NOTE: THIS PROVISION APPLIES ONLY TO AN INDIVIDUAL WHO BECOMES AN EMPLOYEE AS A
RESULT OF THE ACQUISITION. THE "TRANSITION PERIOD" BEGINS ON THE DATE OF SUCH
ACQUISITION AND ENDS ON THE LAST DAY OF THE FIRST PLAN YEAR BEGINNING AFTER THE
DATE OF SUCH ACQUISITION (OR, IF EARLIER, UPON ANY SIGNIFICANT CHANGE IN
COVERAGE OF THE PLAN OTHER THAN AS A RESULT OF SUBSEQUENT ACQUISITION).]

AGE AND SERVICE D.3. The age requirement for participation will be determined separately for
REQUIREMENTS: each Component, as specified in F.2., G.2., H.2., I.3. and J.3.
[PLAN SEC. 3.1(a)]

D.4. The service requirement for participation will be determined separately
for each Component, as specified in F.3., G.2., H.2., I.4. and J.4.

ENTRY: D.5. An Employee in Covered Employment will become an Active Participant in a
[PLAN SECS. 2.27 AND 3.1(a)] Component on the Entry Date that coincides with or next follows the date
he/she satisfies the age and service requirements for such Component,
except as otherwise provided in J.5. with respect to the Employer Regular
Profit Sharing Component.

D.6. The Entry Dates will be determined separately for each Component, as
specified in F.5., G.2., H.2., I.6. and J.6.

HOURS OF SERVICE: D.7. An Employee for whom a record of actual hours is not maintained or
[PLAN SEC. 2.64] available (E.G., SALARIED EMPLOYEES) will be credited with ... [CHECK ONE]:

[COMPLETE IF HOURS ARE a. [ ] 190 Hours of Service for each month
USED FOR ANY PURPOSE - b. [ ] 95 Hours of Service for each semi-monthly payroll period
E.G., ELIGIBILITY, VESTING c. [X] 45 Hours of Service for each week
OR ALLOCATIONS] d. [ ] 10 Hours of Service for each day

... in which he/she has one or more Hours of Service.

D.8. An Employee for whom a record of actual hours is maintained and available
will be credited with ... [CHECK ONE]:

a. [X] actual Hours of Service.
b. [ ] the same equivalency as specified in D.7.

METHOD TO DETERMINE SERVICE D.9. Service will be determined for eligibility purposes using the ... [CHECK
FOR ELIGIBILITY PURPOSES: ONE]:
[PLAN SEC. 2.64]
a. [X] hour count method ... [COMPLETE AS NECESSARY] [NOTE: THIS OPTION SHOULD
[COMPLETE ONLY IF A SERVICE BE ELECTED IF THE HOUR COUNT METHOD IS USED TO DETERMINE SERVICE UNDER ANY
REQUIREMENT IS IMPOSED COMPONENT.]
ON PARTICIPATION IN ONE OR
MORE COMPONENTS] 1. An Employee must complete at least 1000 [1,000 OR LESS] Hours of
Service during an eligibility computation period for it to count as
a year of

Service.

2. The eligibility computation period is the twelve-consecutive-month
period beginning on the Service Commencement Date and each ... [CHECK
ONE]:

a. [X] Plan Year beginning after the Service Commencement Date.
b. [ ] anniversary of the Service Commencement Date.

3. An Employee will have satisfied the service requirement as of
the ... [CHECK ONE]:

a. [X] end of the eligibility computation period during which
b. [ ] date during the eligibility computation period as of which

... he/she has completed the required Hours of Service.

4. The hour count method applies to ... [CHECK ONE]:

a. [X] all Employees.
b. [ ] Employees who are ... [CHECK EACH THAT APPLIES]:

1. [ ] classified as "full-time"
2. [ ] classified as "part-time"
3. [ ] classified as "temporary" or "seasonal"
4. [ ] paid on an hourly-wage basis
5. [ ] paid on a salaried basis
6. [ ] employed with the following Participating Employers
[SPECIFY]: ___,

... and the elapsed time method applies to all other Employees.

b. [ ] elapsed time method.

METHOD TO DETERMINE SERVICE D.10. Service will be determined for vesting purposes using the ... [CHECK ONE]:
FOR VESTING PURPOSES:
[PLAN SEC. 2.64] a. [X] hour count method ... [COMPLETE AS NECESSARY]

[COMPLETE ONLY IF A VESTING 1. An Employee must complete at least 1000 [1,000 OR LESS] Hours of
SCHEDULE APPLIES WITH Service during a vesting computation period for it to count as a
RESPECT TO THE EMPLOYER year of Service.
REGULAR MATCHING OR
REGULAR PROFIT SHARING 2. The vesting computation period is the ... [CHECK ONE OF a. THROUGH c.,
COMPONENT] AND CHECK d. IF IT APPLIES]:

a. [X] Plan Year.
b. [ ] twelve-consecutive-month period ending each ___ [MONTH DAY].
c. [ ] twelve-consecutive-month period beginning on the Service
Commencement Date and each anniversary of the Service Commencement
Date.

[CHECK d. IF THE VESTING COMPUTATION PERIOD HAS BEEN AMENDED]

d. [ ] The vesting computation period has been amended. The last
vesting computation period before the amendment ended ___ [MONTH DAY,
YEAR], the special vesting computation period resulting from the
amendment began ___ [MONTH DAY, YEAR] and ended ___ [MONTH DAY, YEAR], and
the vesting computation period after the amendment is specified
above beginning ___ [MONTH DAY, YEAR]. [NOTE: THE SPECIAL VESTING
COMPUTATION PERIOD MUST BE TWELVE MONTHS IN LENGTH.]

3. A Break in Service will occur if the Employee has 500 [500 OR LESS]
or fewer Hours of Service during a vesting computation period.

4. The hour count method applies to ... [CHECK ONE]:

a. [X] all Participants.
b. [ ] Participants who are ... [CHECK EACH THAT APPLIES]:

... and the elapsed time method applies to all other
Participants, with Service calculated based on completed years
of Service (disregarding fractional years).

b. [ ] elapsed time method, with Service for vesting purposes being
calculated at Termination of Service based on ... [CHECK ONE]:

1. [ ] completed years of Service (disregarding fractional years).
2. [ ] completed and fractional years of Service, with fractional years
calculated based on completed ... [CHECK ONE]:

a. [ ] days (365 completed days equals one year).
b. [ ] months (12 completed months equals one year).

BREAK IN SERVICE RULES FOR D.11. Service prior to a Break in Service of one year or more ... [CHECK ONE]:
ELIGIBILITY AND VESTING:
[PLAN SECS. 2.8, 3.3 AND a. [X] will be taken into account for eligibility and vesting purposes
10.2(m)] immediately upon a subsequent return to employment under all Components
(unless disregarded under D.12.).

b. [ ] will not be taken into account for eligibility or vesting purposes
under the ... [CHECK EACH THAT APPLIES]:

1. [ ] Employer Regular Matching Component
2. [ ] Employer Regular Profit Sharing Component

... until the Employee completes one year of Service after the Break
in Service (in which case Service will be retroactively restored to
the Employee). However, such Service will be taken into account
immediately upon a subsequent return to employment under each other
Component (unless otherwise disregarded under D.12). [NOTE: USE OF
THIS OPTION b. MAY REQUIRE THAT RETROACTIVE EMPLOYER REGULAR
MATCHING OR REGULAR PROFIT SHARING CONTRIBUTIONS BE MADE ON BEHALF
OF THE PARTICIPANT.]

D.12. In the case of a Participant who had no vested interest in his/her Account
prior to a period of five or more consecutive one-year Breaks in Service
(other than a vested interest in an Employee After-Tax, Deductible,
Forfeiture Restoration or Rollover Contribution Account), Service prior to
such period ... [CHECK ONE]:

a. [X] will not
b. [ ] will

... be taken into account for eligibility or vesting purposes after
a subsequent return to employment. [NOTE: IN ALL OTHER CASES AND FOR
ALL PARTICIPANTS WITH A VESTED INTEREST IN THEIR ACCOUNTS, SERVICE
PRIOR TO A BREAK IN SERVICE WILL BE COUNTED AFTER A SUBSEQUENT
RETURN TO EMPLOYMENT (SUBJECT TO ANY RESTRICTIONS SPECIFIED IN
D.11).]

PREDECESSOR EMPLOYER D.13. Employment with the following Predecessor Employer(s) which did not
CREDIT: maintain the Plan ... [COMPLETE AS APPROPRIATE]: [NOTE: CODE ss. 414(a)
[PLAN SECS. 2.59 AND 2.64(C)] REQUIRES THAT SERVICE WITH A PREDECESSOR EMPLOYER BE TAKEN INTO ACCOUNT IF
A PLAN OF THE PREDECESSOR EMPLOYER IS MAINTAINED BY A CONTROLLED GROUP
MEMBER. THE SERVICE CREDIT UNDER THIS D.13. IS IN ADDITION TO THAT
REQUIRED UNDER CODE ss. 414(A).] [NOTE: IF THERE IS MORE THAN ONE
PREDECESSOR EMPLOYER, ATTACH THE PREDECESSOR EMPLOYER ADDENDUM.]

Name: ______.
Employer Identification Number:______ .

... counts as Service for ... [CHECK EACH THAT APPLIES]:

1. [ ] eligibility purposes, with Service with the Predecessor Employer
calculated based on ... [CHECK ONE]:

a. [ ] Hours of Service from ... [CHECK ONE]:

1. [ ] last date of hire.
2. [ ] original date of hire.
3. [ ] other [SPECIFY]: ___.

b. [ ] elapsed time from ... [CHECK ONE]:

1. [ ] last date of hire.
2. [ ] original date of hire.
3. [ ] other [SPECIFY]: ___.

2. [ ] vesting purposes, with Service with the Predecessor Employer
calculated based on ... [CHECK ONE]:

a. [ ] Hours of Service from ... [CHECK ONE]:

1. [ ] last date of hire.
2. [ ] original date of hire.
3. [ ] other [SPECIFY]: .

b. [ ] elapsed time from ... [CHECK ONE]:

1. [ ] last date of hire.
2. [ ] original date of hire.
3. [ ] other [SPECIFY]: ___.

However, prior service credit for vesting purposes will be limited
to ___ years. [COMPLETE IF DESIRED.]

3. [ ] determining whether the Participant is entitled to share in the
Employer Regular Matching or Regular Profit Sharing Contribution.
For such Participant, the compensation paid by the Predecessor
Employer ... [CHECK ONE]:

a. [ ] is not
b. [ ] is

... counted as Plan Compensation for purposes of determining or
allocating the Employer Regular Matching or Regular Profit Sharing
Contribution for the first year of participation under this Plan.

WAIVER OF ENTRY D.14. An Employee in Covered Employment ... [CHECK ONE]:
REQUIREMENTS:
[PLAN SEC. 3.1(f)] a. [X] must always satisfy the age and/or service requirements to become an
Active Participant.
b. [ ] will become an Active Participant on the ... [CHECK ONE]:

1. [ ] Original Effective Date
2. [ ] following date: ___ [MONTH DAY, YEAR]

... even if he/she has not satisfied the ... [CHECK EACH THAT APPLIES]:

3. [ ] age
4. [ ] service

... requirement for participation in the Component.

This age and/or service waiver applies with respect to ... [CHECK 5.,
OR CHECK EACH OF 6. THROUGH 8. THAT APPLIES]:

5. [ ] all Components.
6. [ ] the Employee Pre-Tax Component (and those Components with
eligibility and entry tied to such Component).
7. [ ] the Employer Regular Matching Component.
8. [ ] the Employer Regular Profit Sharing Component.

[NOTE: THE WAIVER ALSO APPLIES WITH RESPECT TO THE EMPLOYEE AFTER-TAX
COMPONENT, IF ANY, IF ELIGIBILITY AND ENTRY IS TIED TO THAT
COMPONENT UNDER G.2.]

ELECTION NOT TO PARTICIPATE: D.15. May an Employee elect not to participate in the Plan? [CHECK ONE]:
[PLAN SEC. 3.5]

a. [X] No. [SKIP TO SECTION E.]
b. [ ] Yes ... [CHECK ONE]: [NOTE: THIS OPTION MAY RESULT IN FAILURE TO
SATISFY THE COVERAGE REQUIREMENTS OF CODE ss. 410(B) UNLESS IT IS LIMITED
TO HIGHLY COMPENSATED EMPLOYEES.]

1. [ ] if he/she has a religious objection to participation in the
Plan.
2. [ ] for any reason ... [CHECK IF APPLICABLE]:

a. [ ] but only if he/she is a Highly Compensated Employee.

- --------------------------------------------------------------------------------------------------------------
E. PLAN COMPENSATION
- --------------------------------------------------------------------------------------------------------------

[NOTE: PLAN COMPENSATION WILL BE USED FOR NONDISCRIMINATION TESTING UNLESS THE PLAN ADMINISTRATOR EXPRESSLY
DIRECTS THAT A DIFFERENT DEFINITION OF COMPENSATION BE USED FOR SUCH TESTING FOR A PARTICULAR PLAN YEAR.
TESTING COMPENSATION MAY BE USED TO DETERMINE AN EMPLOYER QUALIFIED PROFIT SHARING CONTRIBUTION IF SO ELECTED
IN K.5. NOTWITHSTANDING THE ELECTIONS IN THIS ITEM E.]

PLAN COMPENSATION: E.1. Plan Compensation means ... [CHECK ONE]:
[PLAN SEC. 2.56]
a. [ ] earnings required to be reported in the Wages, Tips and Other Compensation
box of Form W-2.
b. [X] earnings for purposes of Code ss. 415(c)(3).
c. [ ] earnings for purposes of federal income tax withholding.

[NOTE: UNLESS SPECIFICALLY EXCLUDED BELOW, PLAN COMPENSATION INCLUDES
EMPLOYEE PRE-TAX CONTRIBUTIONS, OTHER ELECTIVE DEFERRALS AND AMOUNTS THAT
ARE EXCLUDED FROM INCOME UNDER CODE ss. 125.]

E.2. Plan Compensation does not include ... [CHECK EACH THAT APPLIES]:

With respect to With respect to
the Employer the Employer
Safe-Harbor, Safe-Harbor,
Regular or Regular or
Qualified Qualified*
Matching Profit Sharing
Component Component
--------- ---------

a. [ ] [ ] Employee Pre-Tax Contributions and other
Elective Deferrals.
b. [ ] [ ] amounts that are excluded from income under
Code ss. 125 (cafeteria plan).
c. [X] [X] reimbursements or other expense allowances,
fringe benefits (cash and non-cash), moving
expenses, deferred compensation and welfare
benefits.

* EXCEPT AS OTHERWISE ELECTED IN K.5. WITH RESPECT TO THE EMPLOYER
QUALIFIED PROFIT SHARING COMPONENT.

[NOTE: THE FOLLOWING EXCLUSIONS (d. THROUGH k.) DO NOT APPLY FOR PURPOSES
OF THE EMPLOYER SAFE-HARBOR MATCHING OR SAFE-HARBOR PROFIT SHARING
COMPONENT. ALSO, THE EXCLUSIONS DO NOT APPLY FOR PURPOSES OF THE EMPLOYER
REGULAR PROFIT SHARING COMPONENT IF EMPLOYER REGULAR PROFIT SHARING
CONTRIBUTIONS ARE DETERMINED OR ALLOCATED UNDER AN INTEGRATED FORMULA.]
[NOTE: EXCLUDING ANY OF THE FOLLOWING ITEMS WILL REQUIRE THE DEFINITION OF
PLAN COMPENSATION TO BE TESTED FOR DISCRIMINATION UNDER CODE ss. 414(s).]

d. [ ] [ ] amounts in excess of $___ . [NOTE: THE
AMOUNT THAT MAY BE TAKEN INTO ACCOUNT FOR A
PLAN YEAR IS ALREADY LIMITED UNDER CODE
ss. 401(A)(17). INCLUDE AN AMOUNT HERE ONLY IF
A LIMIT LESS THAN THE OTHERWISE APPLICABLE LIMIT
IS INTENDED.]
e. [ ] [ ] severance pay paid at or prior to Termination of
Service. [NOTE: SEVERANCE PAY OR OTHER
AMOUNTS PAID AFTER TERMINATION OF SERVICE ARE
AUTOMATICALLY EXCLUDED.]
f. [ ] [ ] bonuses.
g. [ ] [ ] commissions.
h. [ ] [ ] overtime. [NOTE: EXCLUDING OVERTIME
PAYMENTS WITH RESPECT TO CERTAIN CONTRIBUTION
TYPES MAY RAISE ISSUES UNDER FEDERAL AND/OR
STATE WAGE AND HOUR LAWS.]
i. [ ] [ ] amounts paid in any form other than cash.
j. [ ] [ ] amounts contributed under the following
incentive, bonus or equity plan(s) [SPECIFY]: ___.

[NOTE: AMOUNTS PAID AFTER AN EMPLOYEE CEASES TO BE AN ACTIVE PARTICIPANT
IN ANY COMPONENT ARE AUTOMATICALLY EXCLUDED FROM PLAN COMPENSATION FOR
THAT COMPONENT.]

PLAN COMPENSATION FOR THE E.3. Plan Compensation for the Plan Year means the Plan Compensation paid
PLAN YEAR: within the Plan Year ... [CHECK IF APPLICABLE]:
[PLAN SEC. 2.57]
a. [ ] except for purposes of the ... [CHECK EACH THAT APPLIES]:
[COMPLETE ONLY IF THE PLAN
INCLUDES AN EMPLOYER 1. [ ] Employer Regular Matching Component,
REGULAR MATCHING OR 2. [ ] Employer Regular Profit Sharing Component,
REGULAR PROFIT SHARING
COMPONENT] ... where Plan Compensation for the Plan Year means Plan Compensation
paid within the twelve-consecutive-month period that ends each
[MONTH DAY] within the Plan Year.

In the case of a Participant hired during such
twelve-consecutive-month period, Plan Compensation for the Plan Year
means Plan Compensation paid within ... [CHECK ONE]:

3. [ ] such twelve-consecutive-month period.

4. [ ] the Plan Year.

E.4. Plan Compensation for the Plan Year does not include amounts paid prior to
the Entry Date ... [CHECK IF APPLICABLE]:

a. [ ] except for purposes of the ... [CHECK ONE OR BOTH OF 1. AND 2.,
OR CHECK 3.]

1. [ ] Employer Regular Matching Component,
2. [ ] Employer Regular Profit Sharing Component,
3. [ ] Employer Contribution Components (Employer Safe-Harbor, Regular
and Qualified Matching Components, and Employer Safe-Harbor, Regular
and Qualified Profit Sharing Components, as applicable)

... where Plan Compensation for the Plan Year includes amounts paid during
the determination period in E.3., but prior to the Entry Date.

IMPUTED EARNINGS WHILE E.5. Plan Compensation ... [CHECK ONE]:
DISABLED:
[PLAN SEC. 2.56(E)] a. [X] will not
b. [ ] will
[COMPLETE ONLY IF THE PLAN
INCLUDES AN EMPLOYER ... be imputed to a Participant during periods of total disability (as defined
REGULAR PROFIT SHARING in Code ss. 22(e)(3)) for purposes of determining or allocating Employer Regular
COMPONENT] Profit Sharing Contributions.

- --------------------------------------------------------------------------------------------------------------
F. EMPLOYEE PRE-TAX COMPONENT
- --------------------------------------------------------------------------------------------------------------

EMPLOYEE PRE-TAX F.1. Employee Pre-Tax Contributions ... [CHECK ONE]:
CONTRIBUTIONS:
[PLAN SEC. 4.1] a. [ ] will not [SKIP TO SECTION G.]
b. [X] will

... be allowed under the Plan.

AGE AND SERVICE F.2. For an Employee to participate in the Employee Pre-Tax Component, he/she
REQUIREMENTS: must have attained age ... [CHECK ONE]:
[PLAN SEC. 3.1(A)]
a. [X] 21 [21 OR LESS].
b. [ ] N/A - there is no age requirement.

F.3. For an Employee to participate in the Employee Pre-Tax Component, he/she
must have completed ... [CHECK ONE]:

a. [ ] one year of Service (determined under D.9.).
b. [X] 1 [12 OR LESS] months of Service determined using the elapsed time
method (irrespective of the election in D.9.).
c. [ ] N/A - there is no service requirement.

ENTRY: F.4. An Employee in Covered Employment will become an Active Participant in the
[PLAN SECS. 2.27 AND 3.1(A)] Employee Pre-Tax Component on the Entry Date that coincides with or next
follows the date he/she satisfies the age and service requirements for
such Component.

F.5. The Entry Dates for the Employee Pre-Tax Component are the ... [CHECK
ONE]:

a. [ ] first day of each Plan Year and the first day of the seventh month of
each Plan Year.
b. [X] first day of each quarter of each Plan Year.
c. [ ] first day of each month.
d. [ ] first day of each payroll period.
e. [ ] day on which the age and service requirements are satisfied.
f. [ ] first day of each Plan Year. [NOTE: THIS OPTION IS PERMITTED ONLY IF
(I) THERE IS NO AGE REQUIREMENT OR THE AGE REQUIREMENT SPECIFIED IN F.2.a.
DOES NOT EXCEED 20 1/2, AND (II) THERE IS NO SERVICE REQUIREMENT OR THE
SERVICE REQUIREMENT SPECIFIED IN F.3.b. OR c. DOES NOT EXCEED 6 MONTHS.]
g. [ ] other [SPECIFY]:____ . [NOTE: THE ENTRY DATES SPECIFIED MUST BE AT LEAST
AS FAVORABLE AS ONE OF THE CHOICES IN a. - f.]

PAY REDUCTION CONTRIBUTIONS F.6. Employee Pre-Tax Contributions are permitted by means of pay reduction in
- - MINIMUMS/MAXIMUMS: any whole ... [CHECK ONE OR BOTH OF a. AND b., AND CHECK c. IF IT
[PLAN SEC. 4.1(A)] APPLIES]:

a. [X] percentage, subject to the following minimum and maximum per payroll
period ... [CHECK EACH OF 1. AND 2. THAT APPLIES, OR CHECK 3.]:

1. [X] Minimum: 1 % of Plan Compensation.

2. [X] Maximum [COMPLETE]:

a. 75 % of Plan Compensation with respect to any Non-Highly Compensated
Employee, and
b. 75 % [NOT TO EXCEED THE PERCENTAGE IN A.] of Plan Compensation with
respect to any Highly Compensated Employee.

3. [ ] such minimum and maximum as the Lead Employer may specify in
written action taken prior to the first day of the Plan Year.

b. [ ] dollar amount, subject to the following minimum and maximum per
payroll period ... [CHECK EACH OF 1. AND 2. THAT APPLIES, OR CHECK 3.]:

1. [ ] Minimum ... [CHECK ONE]:

a. [ ] $___ .
b. [ ] ___% of Plan Compensation.

2. [ ] Maximum: $___ .

3. [ ] such minimum and maximum as the Lead Employer may specify in
written action taken prior to the first day of the Plan Year.

[CHECK C. ONLY IF AN ANNUAL MAXIMUM IS DESIRED THAT IS LESS THAN THE LIMIT UNDER
CODE SS.402(G)].

c. [ ] provided that the aggregate Employee Pre-Tax Contributions of a
Participant for the Plan Year may not exceed ... [CHECK ONE]:

1. [ ] $____ .

2. [ ] ___% of Plan Compensation for the Plan Year.

3. [ ] the lesser of $ or % of Plan Compensation for the Plan Year.
4. [ ] such maximum as the Lead Employer may specify in written action
taken prior to the first day of the Plan Year.

[NOTE: EMPLOYEE PRE-TAX CONTRIBUTIONS ARE LIMITED BY CODE ss. 402(g).]

[NOTE: IF THE PLAN PROVIDES FOR EMPLOYER SAFE-HARBOR MATCHING
CONTRIBUTIONS, THE MAXIMUM UNDER a., b. AND c., ABOVE, FOR A NON-HIGHLY
COMPENSATED EMPLOYEE MUST BE AT LEAST SUFFICIENT TO ALLOW THE PARTICIPANT
TO RECEIVE THE MAXIMUM EMPLOYER SAFE-HARBOR MATCHING CONTRIBUTION.]

Catch-Up Election F.7. If a Participant has contributed less than the maximum amount for prior
payroll periods within the Plan Year, he/she ... [CHECK ONE]:

a. [X] may not
b. [ ] may ... [CHECK ONE]:

1. [ ] at any time
2. [ ] at any time during the final month of the Plan Year
3. [ ] at any time during the final quarter of the Plan Year
4. [ ] at any time during the Plan Year in which the Employee Pre-Tax
Component becomes effective (but not later Plan Years)

... increase his/her pay reductions above the maximum in subsequent payroll
periods to account for no prior pay reductions, or pay reductions at less
than the maximum. [NOTE: IN SUCH CASE, THE TOTAL PAY REDUCTIONS FOR THE
PLAN YEAR MAY NOT EXCEED THE MAXIMUM(S) SPECIFIED ABOVE APPLIED BY
REFERENCE TO PLAN COMPENSATION FOR THE PLAN YEAR.]

Automatic Enrollment F.8. Upon initial entry into the Employee Pre-Tax Component, a Participant will
be deemed to have elected a pay reduction of ... [CHECK ONE]: [NOTE: SOME
STATE LAWS MAY PROHIBIT OR LIMIT AUTOMATIC ENROLLMENTS.]

a. [X] N/A - the automatic enrollment provision does not apply.
b. [ ] ___% [5% OR LESS] of Plan Compensation per payroll period unless he/she
affirmatively elects a different percentage or amount or elects not to
receive Employee Pre-Tax Contributions.

Special Effective Date [COMPLETE IF DESIRED]:

This provision will be effective as of ___ [MONTH DAY, YEAR] with respect
to individuals who become ... [CHECK ONE OF 1. OR 2., AND CHECK 3. IF IT
APPLIES]

1. [ ] Employees
2. [ ] Active Participants in the Employee Pre-Tax Component

... on or after that date ....

3. [ ] This provision will also apply effective as of that date to each
then current Active Participant in the Employee Pre-Tax Component
who ... [CHECK ONE]:

a. [ ] does not then have a pay reduction agreement in effect ... [CHECK
IF APPLICABLE]:

1. [ ] and who has not revoked such an agreement in the last ___ [SPECIFY
NUMBER] months.

b. [ ] does not then have a pay reduction agreement in effect, or who
has a pay reduction agreement in effect of less than the automatic
enrollment percentage above.

PAY REDUCTION AGREEMENTS: F.9. The initial pay reduction agreement made by a Participant may be effective
[PLAN SEC. 4.1(a)] as soon as administratively practicable after his/her initial Entry Date.
Thereafter, if a Participant does not have a pay reduction agreement in
effect (because he/she has not previously filed one, or because it has
been revoked), a pay reduction agreement may be effective

as soon as administratively practicable on or after ... [CHECK ONE]:

a. [ ] any Entry Date.
b. [ ] the first day of any Plan Year or the first day of the seventh month
of any Plan Year.
c. [ ] the first day of any Plan Year.
d. [X] the first day of any quarter of any Plan Year.
e. [ ] the first day of any month.
f. [ ] the date the election is made.

F.10. A pay reduction agreement may be modified effective as soon as
administratively practicable on or after ... [CHECK ONE]:

F.11. A pay reduction agreement may be revoked effective as soon as
administratively practicable on or after ... [CHECK ONE]:

a. [ ] any Entry Date.
b. [ ] the first day of any Plan Year or the first day of the seventh month
of any Plan Year.
c. [ ] the first day of any Plan Year.
d. [ ] the first day of any quarter of any Plan Year.
e. [ ] the first day of any month.
f. [X] the date the election is made.

CASH OR DEFERRED F.12. A cash or deferred option is available with respect to ... [CHECK ONE]:
CONTRIBUTIONS: [NOTE: IF A CASH OR DEFERRED OPTION IS AVAILABLE WITH RESPECT TO AN ITEM
[PLAN SEC. 4.1(c)] OF COMPENSATION, A GENERAL PAY REDUCTION AGREEMENT WILL NOT APPLY TO THAT
ITEM.]

a. [X] N/A - a cash or deferred option is not available. [SKIP TO F.15.]
b. [ ] bonuses paid during the Plan Year and designated as eligible for this
option by the Lead Employer.
c. [ ] payments in lieu of a cash distribution of accrued but unused vacation
time.
d. [ ] employer credits under a cafeteria plan that are otherwise made
available under such plan as a cash distribution to the Participant.
e. [ ] the following incentive, bonus or equity plan(s) [SPECIFY]: ___.

F.13. The contributions made pursuant to this cash or deferred option may not
exceed ... [CHECK ONE]:

a. [ ] ___% of the designated payments subject to the cash or deferred option.
b. [ ] $ ___ per Plan Year.

F.14. The contributions made pursuant to this cash or deferred option ... [CHECK
ONE]:

a. [ ] are
b. [ ] are not

... eligible for Employer Regular Matching Contributions. [NOTE: IF THE PLAN
PROVIDES FOR EMPLOYER SAFE-HARBOR MATCHING CONTRIBUTIONS, THE CONTRIBUTIONS MADE
PURSUANT TO THIS CASH OR DEFERRED OPTION ARE ELIGIBLE FOR SUCH EMPLOYER
SAFE-HARBOR MATCHING CONTRIBUTIONS.]

IN-SERVICE WITHDRAWALS: F.15. Withdrawals are allowed from Employee Pre-Tax Contribution Accounts
[PLAN SEC 11.2] ... [CHECK a., OR CHECK EACH OF b. AND c. THAT APPLIES]:

a. [ ] N/A - in-service withdrawals are not allowed.
b. [X] for any reason after ... [CHECK ONE]:

1. [ ] Normal Retirement Age (or age 59 1/2, if later).
2. [X] age 59 1/2.
3. [ ] age ___ [60 OR MORE].

c. [X] at any age on account of Hardship.

- --------------------------------------------------------------------------------------------------------------
G. EMPLOYEE AFTER-TAX COMPONENT
- --------------------------------------------------------------------------------------------------------------

EMPLOYEE AFTER-TAX G.1. Employee After-Tax Contributions ... [CHECK ONE]:
CONTRIBUTIONS:
[PLAN SEC. 4.2] a. [X] will not [SKIP TO SECTION H.]
b. [ ] will

... be allowed under the Plan.

AGE AND SERVICE G.2. The eligibility and entry requirements for the Employee After-Tax
REQUIREMENTS/ENTRY: Component are the same as for the ... [CHECK ONE]:
[PLAN SECS. 2.27 AND 3.1(a)]
a. [ ] Employee Pre-Tax Component.
b. [ ] Employer Regular Matching Component.
c. [ ] Employer Regular Profit Sharing Component.

PAYROLL WITHHOLDING G.3. Employee After-Tax Contributions ... [CHECK ONE]:
CONTRIBUTIONS:
[PLAN SEC. 4.2(a)] a. [ ] will not be allowed by means of payroll withholding.
b. [ ] will be allowed by means of payroll withholding in any whole ... [CHECK
ONE OR BOTH OF 1. AND 2., AND CHECK 3. IF IT APPLIES]:

1. [ ] percentage, subject to the following minimum and maximum per
payroll period ... [CHECK EACH OF a. AND b. THAT APPLIES, OR CHECK c.]:

a. [ ] Minimum: ____% of Plan Compensation.
b. [ ] Maximum [COMPLETE 1., AND COMPLETE 2. IF IT APPLIES]:

1. Maximum ... [COMPLETE]:

a. ___% of Plan Compensation with respect to any
Non-Highly Compensated Employee, and
b. ___% [NOT TO EXCEED THE PERCENTAGE IN a.] of
Plan Compensation with respect to any Highly
Compensated Employee.

2. Combined Maximum [COMPLETE IF DESIRED]: The
Employee Pre-Tax and After-Tax Contributions of
a Participant in combination may not exceed ___% of
Plan Compensation per payroll period (other than
as a result of a catch-up election under F.7.).

c. [ ] such minimum and maximum as the Lead Employer may
specify in written action taken prior to the first day
of the Plan Year.

2. [ ] dollar amount, subject to the following minimum and maximum per
payroll period ... [CHECK EACH a. AND b. THAT APPLIES, OR CHECK c.]:

a. [ ] Minimum ... [CHECK ONE]:

1. [ ] $_____.
2. [ ] _____% of Plan Compensation.

b. [ ] Maximum [COMPLETE 1., AND COMPLETE 2. IF IT APPLIES]:

1. Maximum: $_____.
2. Combined Maximum [COMPLETE IF DESIRED]: The
Employee Pre-Tax and After-Tax Contributions of
a Participant in combination may not exceed $___
per payroll period (other than as a result of a
catch-up election under F.7.).

c. [ ] such minimum and maximum as the Lead Employer may
specify in written action taken prior to the first day
of the Plan Year.

[CHECK 3. ONLY IF AN ANNUAL MAXIMUM IS DESIRED]

3. [ ] provided that the aggregate Employee After-Tax Contributions of
a Participant for the Plan Year may not exceed ... [CHECK ONE]:

a. [ ] $____.
b. [ ] ___% of Plan Compensation for the Plan Year.
c. [ ] the lesser of $_____ or ______% of Plan Compensation
for the Plan Year.
d. [ ] such maximum as the Lead Employer may specify in
written action taken prior to the first day of the Plan
Year.

DIRECT CONTRIBUTIONS: G.4. Employee After-Tax Contributions ... [CHECK ONE]:
[PLAN SEC. 4.2(c)]
a. [ ] will not be allowed by means other than payroll withholding.
b. [ ] will be allowed by such means (other than payroll withholding) as may
be prescribed from time to time by the Lead Employer (E.G., personal
checks) .... [CHECK IF APPLICABLE]:

1. [ ] The maximum amount of the Employee After-Tax Contributions
allowed in any Plan Year (including by payroll withholding, if
allowed) is ... [CHECK ONE]:

a. [ ] $_________ .
b. [ ] ______% of Plan Compensation for the Plan Year.

REQUIRED CONTRIBUTIONS - G.5. An Active Participant will be required to make Employee After-Tax
THRIFT PLAN: Contributions equal to ... [CHECK ONE]:
[PLAN SEC. 4.2(b)]
a. [ ] N/A - such contributions will not be required.
b. [ ] ___% of Plan Compensation per payroll period.
c. [ ] the percentage, not less than ___%, of Plan Compensation per payroll
period that is selected by the Participant upon his/her enrollment in the
Employee After-Tax Component.

IN-SERVICE WITHDRAWALS: G.6. Withdrawals are allowed from Employee After-Tax Contribution Accounts ...
[PLAN SEC. 11.2] [CHECK ONE]:

a. [ ] N/A - in-service withdrawals are not allowed.
b. [ ] for any reason and at any time. ... [CHECK IF APPLICABLE]:

1. [ ] Employee After-Tax Contributions will be suspended for ___ [NOT MORE
THAN 12] months after such a withdrawal.

c. [ ] for any reason after ... [CHECK ONE]:

1 [ ] Normal Retirement Age.
2. [ ] age 59 1/2.
3. [ ] age __.

- --------------------------------------------------------------------------------------------------------------
H. EMPLOYER SAFE-HARBOR COMPONENT
- --------------------------------------------------------------------------------------------------------------

EMPLOYER SAFE-HARBOR H.1. This Plan ...[CHECK ONE]:
CONTRIBUTIONS:
[PLAN SECS. 5.1 AND 6.1] a. [X] is not intended to be a Safe-Harbor Plan. [SKIP TO SECTION I.]
b. [ ] is intended to be a Safe-Harbor Plan, and safe-harbor contributions
will be made under ... [CHECK ONE]:

1. [ ] this Plan.
2. [ ] the following defined contribution plan [specify]: ___. [SKIP TO
SECTION I.] [NOTE: THE OTHER PLAN MUST HAVE THE SAME PLAN YEAR AS THIS PLAN.]

[NOTE: EMPLOYEE AFTER-TAX CONTRIBUTIONS (IF ANY) WILL REMAIN SUBJECT TO THE
ACTUAL CONTRIBUTION PERCENTAGE TEST OF CODE SS. 401(m) REGARDLESS OF WHETHER
THIS PLAN IS A SAFE-HARBOR PLAN. FURTHER, EMPLOYER SAFE-HARBOR AND REGULAR
MATCHING CONTRIBUTIONS WILL REMAIN SUBJECT TO THE ACTUAL CONTRIBUTION PERCENTAGE
TEST OF CODE SS. 401(m) IF ANY SUCH CONTRIBUTION IS MADE BASED ON EMPLOYEE
PRE-TAX AND/OR AFTER-TAX CONTRIBUTIONS IN EXCESS OF 6% OF PLAN COMPENSATION OR
THE PLAN OTHERWISE FAILS TO SATISFY THE REQUIREMENTS OF CODE SS. 401(m)(11)(b).]

Special Effective Date [COMPLETE IF APPLICABLE]:
The designation as a Safe-Harbor Plan is effective as of ___ [MONTH DAY, YEAR] [NO
EARLIER THAN THE FIRST DAY OF THE FIRST PLAN YEAR BEGINNING ON OR AFTER JANUARY 1,
1999]. [NOTE: A DESIGNATION AS A SAFE-HARBOR PLAN CAN BE EFFECTIVE ONLY AS OF
THE FIRST DAY OF A PLAN YEAR (INCLUDING A SHORT FIRST PLAN YEAR) OR AS OF THE DATE
ON WHICH THE EMPLOYEE PRE-TAX COMPONENT IS FIRST EFFECTIVE UNDER THE PLAN.
THE ADOPTION AGREEMENT ADDING AN EMPLOYER SAFE-HARBOR MATCHING
COMPONENT TO THIS PLAN MUST BE EXECUTED BEFORE THE COMPONENT BECOMES
EFFECTIVE. THE ADOPTION AGREEMENT ADDING AN EMPLOYER SAFE-HARBOR PROFIT
SHARING COMPONENT TO THIS PLAN MUST BE EXECUTED AT LEAST 30 DAYS BEFORE THE END
OF THE PLAN YEAR IN WHICH THE COMPONENT BECOMES EFFECTIVE.]

AGE AND SERVICE H.2. For an Employee to participate in the Employer Safe-Harbor Matching or
REQUIREMENTS: Safe-Harbor Profit Sharing Component, he/she must have ... [CHECK ONE]:
[PLAN SEC. 3.1(A)]
a. [ ] attained age 21 and completed one year of Service (determined under
D.9.).
[NOTE: IF THIS OPTION IS ELECTED, THE PORTION OF THE EMPLOYEE PRE-TAX
COMPONENT COVERING PARTICIPANTS WHO HAVE NOT SATISFIED THESE AGE AND
SERVICE REQUIREMENTS MUST BE DISAGGREGATED, AND MUST SEPARATELY SATISFY
CODE ss. 410(b) AND THE AVERAGE DEFERRAL PERCENTAGE TEST OF CODE ss.
401(K).] [NOTE: IF THIS OPTION IS ELECTED, THE ENTRY DATES FOR THE EMPLOYER
SAFE-HARBOR MATCHING OR SAFE-HARBOR PROFIT SHARING COMPONENT ARE THE FIRST
DAY OF THE PLAN YEAR AND THE FIRST DAY OF THE SEVENTH MONTH OF THE PLAN
YEAR.]

b. [ ] satisfied the same age and service requirements as for the Employee
Pre-Tax Component.

EMPLOYER SAFE-HARBOR H.3. The Employer Safe-Harbor Contribution will be an ... [CHECK ONE]:
CONTRIBUTIONS:
[PLAN SEC. 5.1] a. [ ] Employer Safe-Harbor Matching Contribution made in accordance
with ... [CHECK 1. OR 2., AND COMPLETE 3. AND 4.]:

Basic Matching Formula 1. [ ] the following schedule ... [COMPLETE SCHEDULE]:

THE EMPLOYER OF MATCH
SAFE-HARBOR MATCHING ELIGIBLE
CONTRIBUTION WILL BE: CONTRIBUTIONS*:
--------------------- ---------------

A B
--------------------- ---------------
1 100% of the first: 3%

2 ___% [50% OR MORE, BUT NOT of the next: 2%
MORE THAN 1A%]
3 ___% [NOT MORE THAN 2A%] of the next: 1%

[NOTE: IF THE FOLLOWING ARE USED, THE PLAN WILL SATISFY
THE 401(k) SAFE-HARBOR BUT NOT THE 401(M) SAFE-HARBOR.]

4 ___% [NOT MORE THAN 3A%] of the next: ___%

5 ___% [NOT MORE THAN 4A%] of the next: ___%

6 ___% [NOT MORE THAN 5A%] of the next: ___%

*OF MATCH ELIGIBLE CONTRIBUTIONS (EXPRESSED AS A
PERCENTAGE OF PLAN COMPENSATION) FOR PAYROLL PERIODS
ENDING WITHIN THE MATCHING CONTRIBUTION PERIOD.

[NOTE: TO SATISFY THE MINIMUM REQUIREMENTS FOR AN
EMPLOYER SAFE-HARBOR MATCHING CONTRIBUTION, 2.A. MUST BE
COMPLETED.]

Enhanced Matching 2. [ ] the following schedule ... [COMPLETE SCHEDULE]:
Formula

THE EMPLOYER OF MATCH
SAFE-HARBOR MATCHING ELIGIBLE
CONTRIBUTION WILL BE: CONTRIBUTIONS*:
--------------------- ---------------

A B
--------------------- ---------------
1 100% of the first: 4%

2 ___% [NOT MORE THAN 1A%] of the next: 1%

3 ___% [NOT MORE THAN 2A%] of the next: 1%

[NOTE: IF THE FOLLOWING ARE USED, THE PLAN WILL SATISFY
THE 401(k) SAFE-HARBOR BUT NOT THE 401(m) SAFE-HARBOR.]

4 ___% [NOT MORE THAN 3A%] of the next: ___%

5 ___% [NOT MORE THAN 4A%] of the next: ___%

6 ___% [NOT MORE THAN 5A%] of the next: ___%

*OF MATCH ELIGIBLE CONTRIBUTIONS (EXPRESSED AS A PERCENTAGE
OF PLAN COMPENSATION) FOR PAYROLL PERIODS ENDING WITHIN THE
MATCHING CONTRIBUTION PERIOD.

[NOTE: TO SATISFY THE MINIMUM REQUIREMENTS FOR AN
EMPLOYER SAFE-HARBOR MATCHING CONTRIBUTION, NO ITEMS NEED
TO BE COMPLETED.]

3. The Match Eligible Contributions are the Employee Pre-Tax
Contributions ... [CHECK IF APPLICABLE]:

a. [ ] and Employee After-Tax Contributions.

4. The Matching Contribution Period is ... [CHECK ONE]:

a. [ ] each Plan Year.
b. [ ] each payroll period.
c. [ ] each month.
d. [ ] each quarter of each Plan Year.

[NOTE: EMPLOYER SAFE-HARBOR MATCHING CONTRIBUTIONS WILL BE
CALCULATED BASED ON THE MATCH ELIGIBLE CONTRIBUTIONS AND PLAN
COMPENSATION FOR EACH MATCHING CONTRIBUTION PERIOD. HOWEVER, IF
H.2.a. IS ELECTED, MATCH ELIGIBLE CONTRIBUTIONS AND PLAN
COMPENSATION PRIOR TO THE ENTRY DATE FOR THE EMPLOYER SAFE-HARBOR
MATCHING COMPONENT WILL BE DISREGARDED IN CALCULATING THE
EMPLOYER SAFE-HARBOR MATCHING CONTRIBUTIONS UNLESS OTHERWISE
SPECIFIED IN E.4. WITH RESPECT TO PLAN COMPENSATION.]

[NOTE: EMPLOYER SAFE-HARBOR MATCHING CONTRIBUTIONS SHOULD NOT BE
DEPOSITED OR ALLOCATED UNTIL THE END OF THE MATCHING CONTRIBUTION
PERIOD.]

Profit Sharing b. [ ] Employer Safe-Harbor Profit Sharing Contribution in the amount of ___%
Formula [3% OR MORE] of the Participant's Plan Compensation for the Plan Year.
[NOTE: IF THE PLAN IS TOP-HEAVY, THE CONTRIBUTION FORMULA FOR THE EMPLOYER
SAFE-HARBOR PROFIT SHARING CONTRIBUTIONS WILL BE APPLIED WITH THE
APPLICABLE MODIFICATIONS DESCRIBED IN PLAN SEC. 17.1(b) UNLESS AN
ADDITIONAL CONTRIBUTION IS ELECTED IN Q.2.]

[NOTE: IF H.2.A. IS ELECTED, PLAN COMPENSATION PRIOR TO THE ENTRY DATE FOR
THE EMPLOYER SAFE-HARBOR PROFIT SHARING COMPONENT WILL BE DISREGARDED IN
CALCULATING THE EMPLOYER SAFE-HARBOR PROFIT SHARING CONTRIBUTIONS UNLESS
OTHERWISE SPECIFIED IN E.4.]

IN-SERVICE WITHDRAWALS: H.4. Withdrawals are allowed from Employer Safe-Harbor Matching and/or
[PLAN SEC. 11.2] Safe-Harbor Profit Sharing Contribution Accounts ... [CHECK ONE]:
a. [ ] N/A - in-service withdrawals are not allowed.
b. [ ] for any reason after ... [CHECK ONE]:

1. [ ] Normal Retirement Age (or age 59 1/2 if later).
2. [ ] age 59 1/2.
3. [ ] age ___ [60 OR MORE].

c. [ ] for Hardship after age 59 1/2.

- --------------------------------------------------------------------------------------------------------------
I. EMPLOYER REGULAR MATCHING COMPONENT
- --------------------------------------------------------------------------------------------------------------

EMPLOYER REGULAR MATCHING I.1. Employer Regular Matching Contributions ... [CHECK ONE]:
CONTRIBUTIONS:
[PLAN SEC. 5.2] a. [ ] will not [SKIP TO SECTION J.]
b. [X] will

... be made under the Plan.

EXCLUDED EMPLOYMENT I.2. Covered Employment with respect to the Employer Regular Matching Component does
CATEGORIES: not include ... [CHECK ONE]: [NOTE: ANY EXCLUSIONS BELOW ARE IN ADDITION TO ANY
[PLAN SEC. 2.14(A)] EXCLUSIONS IN D.1.]
a. [X] N/A - there are no additional exclusions.
b. [ ] employment ... [CHECK EACH THAT APPLIES]:

1. [ ] as a Highly Compensated Employee.
2. [ ] as a Key Employee.
3. [ ] on prevailing wage projects covered by J.8.f.
4. [ ] other [SPECIFY]: ___. [NOTE: SPECIFY A GROUP WHOSE
EXCLUSION WILL NOT RESULT IN DISCRIMINATION IN FAVOR
OF HIGHLY COMPENSATED EMPLOYEES.]

AGE AND SERVICE I.3. For an Employee to participate in the Employer Regular Matching
REQUIREMENTS: Component, he/she must have attained age ... [CHECK ONE]:
[PLAN SEC. 3.1(A)]
a. [X] 21 [21 OR LESS].
b. [ ] N/A - there is no age requirement.

I.4. For an Employee to participate in the Employer Regular Matching Component, he/she
must have completed ... [CHECK ONE]: [NOTE: IF MORE THAN ONE YEAR OF
SERVICE (12 MONTHS OF ELAPSED TIME SERVICE) IS REQUIRED FOR ELIGIBILITY, THE PLAN
MUST PROVIDE FOR FULL AND IMMEDIATE VESTING OF EMPLOYER REGULAR MATCHING CONTRIBUTION
ACCOUNTS.]

a. [X] one year of Service (determined under D.9.).
b. [ ] two years of Service (determined under D.9.).
c. [ ] ___ [24 OR LESS] months of Service determined using the
elapsed time method (irrespective of the election in D.9.).
d. [ ] N/A - there is no service requirement.

ENTRY: I.5. An Employee in Covered Employment will become an Active
[PLAN SECS. 2.27 AND Participant in the Employer Regular Matching Component on the Entry
3.1(A)] Date that coincides with or next follows the date he/she satisfies the
age and service requirements for such Component.

I.6. The Entry Dates for the Employer Regular Matching Component are
the ... [CHECK ONE]:

a. [ ] first day of each Plan Year and the first day of the seventh
month of each Plan Year.
b. [X] first day of each quarter of each Plan Year.
c. [ ] first day of each month.
d. [ ] first day of each payroll period.
e. [ ] day on which the age and service requirements are satisfied.
f. [ ] first day of each Plan Year. [NOTE: THIS OPTION IS
PERMITTED ONLY IF (i) THERE IS NO AGE REQUIREMENT OR THE AGE
REQUIREMENT SPECIFIED IN I.3.a. DOES NOT EXCEED
20 1/2, AND (ii) THERE IS NO SERVICE REQUIREMENT OR THE SERVICE
REQUIREMENT SPECIFIED IN I.4.c. OR D. DOES NOT EXCEED 6 MONTHS,
OR 18 MONTHS IF FULL AND IMMEDIATE VESTING.]
g. [ ] other [SPECIFY]: ___. [NOTE: THE ENTRY DATES SPECIFIED MUST BE AT
LEAST AS FAVORABLE AS ONE OF THE CHOICES IN a. - f.]

REQUIREMENTS TO RECEIVE I.7. To receive an Employer Regular Matching Contribution for a Plan Year,
AN EMPLOYER REGULAR a Participant must be an Active Participant in the Employer Regular
MATCHING CONTRIBUTION: Matching Component at some time during the Plan Year ... [CHECK ONE]:
[NOTE: EMPLOYER REGULAR MATCHING

[PLAN SEC. 5.2(a) OR (b)] CONTRIBUTIONS SHOULD NOT BE MADE ON BEHALF OF ANY PARTICIPANT UNTIL
HE/SHE HAS SATISFIED THE CONDITIONS IMPOSED ON THE RECEIPT OF SUCH
CONTRIBUTIONS.]

a. [X] but need not be an Employee on the last day of the Plan Year or have completed
any specified number of Hours of Service.
b. [ ] and must either be an Employee on the last day of the Plan Year or must have
completed at least ___ [1,000 OR LESS] Hours of Service during the Plan Year.
However, these requirements do not apply if the Participant's Termination of
Service occurred during the Plan Year because he/she ... [CHECK EACH THAT
APPLIES]:

1. [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK EACH THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

c. [ ] and must both be an Employee on the last day of the Plan Year and must have
completed at least ___ [1,000 OR LESS] Hours of Service during the Plan Year.
However, ... [CHECK ONE]:

1. [ ] these requirements do not apply
2. [ ] the last day requirement does not apply

... if the Participant's Termination of Service occurred during the Plan Year
because he/she ... [CHECK EACH THAT APPLIES]:

3. [ ] died.
4. [ ] became Disabled.
5. [ ] retired after ... [CHECK EACH THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

d. [ ] and must be an Employee on the last day of the Plan Year. However, this
requirement does not apply if the Participant's Termination of
Service occurred during the Plan Year because he/she ... [CHECK EACH THAT APPLIES]:

1. [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK EACH THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

e. [ ] and must have completed at least ___ [1,000 OR LESS]
Hours of Service during the Plan Year. However, this requirement
does not apply if the Participant's Termination of Service occurred
during the Plan Year because he/she ... [CHECK EACH THAT APPLIES]:

1. [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK EACH THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

MATCHING FORMULA: I.8. Employer Regular Matching Contributions will be ... [CHECK ONE]:
[PLAN SEC. 5.2(a) OR (b)] a. [X] determined under the following schedule ... [COMPLETE SCHEDULE
AND THE ITEMS THAT FOLLOW]:
Fixed Contributions
- based on THE EMPLOYER REGULAR
Percentage of Match MATCHING OF THE MATCH ELIGIBLE
Eligible CONTRIBUTION WILL BE: CONTRIBUTIONS*:
Contributions to ----------------------- ---------------------
Plan Compensation
A B
----------------------- ---------------------
Optional:

- Profits 1 25 % of the first: 6 %
Contingency
- Discretionary
Contributions 2 ___% [LESS THAN 1A%] of the next: ___%

3 ___% [LESS THAN 2A%] of the next: ___%

4 ___% [LESS THAN 3A%] of the next: ___%

5 ___% [LESS THAN 4A%] of the next: ___%

*OF MATCH ELIGIBLE CONTRIBUTIONS (EXPRESSED AS A
PERCENTAGE OF PLAN COMPENSATION) FOR PAYROLL PERIODS
ENDING WITHIN THE MATCHING CONTRIBUTION PERIOD.

1. The Match Eligible Contributions are the ... [CHECK EACH
THAT APPLIES]:

a. [X] Employee Pre-Tax Contributions (except as
provided in F.14.).
b. [ ] Employee After-Tax Contributions. ... [CHECK
IF APPLICABLE]:

1. [ ] except that the Employer Regular Matching
Contributions made on Employee After-Tax
Contributions will be a discretionary amount
determined by the Lead Employer. [NOTE: THE
LEAD EMPLOYER MAY SPECIFY IN A WRITTEN ACTION
TAKEN PRIOR TO THE FIRST DAY OF THE PLAN
YEAR THAT THE EMPLOYER REGULAR MATCHING
CONTRIBUTIONS WILL BE MADE ON EMPLOYEE
AFTER-TAX CONTRIBUTIONS IN ACCORDANCE WITH A
SCHEDULE THAT CONFORMS WITH A SCHEDULE IN
A., B. OR C. OTHERWISE, THE EMPLOYER REGULAR
MATCHING CONTRIBUTIONS MADE FOR A PLAN YEAR
ON EMPLOYEE AFTER-TAX CONTRIBUTIONS WILL BE
ALLOCATED IN PROPORTION OF THE EMPLOYEE
AFTER-TAX CONTRIBUTIONS FOR PAYROLL PERIODS
ENDING WITHIN THE PLAN YEAR.]

2. The Matching Contribution Period is ... [CHECK ONE]:

a. [ ] each Plan Year.
b. [X] each payroll period.
c. [ ] each month.
d. [ ] each quarter of each Plan Year.
e. [ ] each half of each Plan Year.
f. [ ] other [SPECIFY]: ___. [NOTE: SPECIFY A
PERIOD LONGER THAN A PLAN YEAR.]

[NOTE: EMPLOYER REGULAR MATCHING CONTRIBUTIONS WILL
BE CALCULATED BASED ON THE MATCH ELIGIBLE
CONTRIBUTIONS AND PLAN COMPENSATION FOR EACH
MATCHING CONTRIBUTION PERIOD -"TRUE-UP"
CONTRIBUTIONS MAY BE ELECTED UNDER 3.]

[NOTE: EMPLOYER REGULAR MATCHING CONTRIBUTIONS
SHOULD NOT BE DEPOSITED OR ALLOCATED UNTIL THE END
OF THE MATCHING CONTRIBUTION PERIOD.]

3. The Employer Regular Matching Contributions will be
calculated separately for each Matching Contribution
Period and ... [CHECK ONE]:

a. [ ] N/A - the Matching Contribution Period is the Plan Year.
b. [X] "true-up" contributions will not be made.
c. [ ] then will be recalculated based on the Match
Eligible Contributions and Plan Compensation
for the Plan Year, and "true-up"
contributions will be made accordingly, with
respect to each eligible Participant
described in I.7 ... [CHECK IF APPLICABLE]:

1. [ ] who is an Employee on the last
day of the Plan Year. However, this
requirement does not apply if the
Participant's Termination of Service
occurred during the Plan Year because
he/she ... [CHECK EACH THAT APPLIES]:

1. [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK EACH
THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]:

4. The Employer Regular Matching Contribution is ... [CHECK
ONE]: [NOTE: IF EMPLOYER REGULAR MATCHING CONTRIBUTIONS
ARE CONTINGENT ON NET PROFITS, THE MATCHING CONTRIBUTION
PERIOD MUST BE THE PLAN YEAR AND THE CONTRIBUTIONS
SHOULD NOT BE DEPOSITED OR ALLOCATED UNTIL AFTER THE END
OF THE PLAN YEAR.]

a. [X] not contingent on Net Profits.
b. [ ] contingent on ... [CHECK ONE]:

1. [ ] current (for the fiscal year ending with
or within the Plan Year)
2. [ ] accumulated

... Net Profits of the Participating Employers,
determined under ... [CHECK ONE]:

3. [ ] GAAP [ ] before [ ] after the payment
of discretionary bonuses.
4. [ ] other [SPECIFY]: ___.

5. The Lead Employer may direct that an additional Employer
Regular Matching Contribution be made for a Plan Year
which, if made, will be allocated in proportion to
the ... [CHECK ONE]:

a. [X] N/A - such contributions will not be made.
b. [ ] Employer Regular Matching Contributions
received under the above schedule for the
Plan Year. The allocation will be made among
all eligible Participants described in I.7
... [CHECK IF APPLICABLE]:

1. [ ] who are Non-Highly Compensated Employees.

c. [ ] Match Eligible Contributions of each eligible
Participant that do not exceed ___% of his/her Plan
Compensation for the Plan Year. The allocation will be
made among all eligible Participants described in
I.7 ... [CHECK IF APPLICABLE]:

1. [ ] who are Non-Highly Compensated Employees.

Fixed Contributions b. [ ] determined under the following schedule ...
- based on Dollar [COMPLETE SCHEDULE AND THE ITEMS THAT FOLLOW]:
Amount of Match
Eligible THE EMPLOYER REGULAR
Contributions MATCHING OF THE MATCH ELIGIBLE
CONTRIBUTION WILL BE: CONTRIBUTIONS*:
Optional: -------------------------- -----------------------
- Profits
Contingency
- Discretionary A B
Contributions -------------------------- -----------------------
1 ___% of the first: $___.
2 ___% [LESS THAN 1A%] of the next: $___.
3 ___% [LESS THAN 2A%] of the next: $___.
4 ___% [LESS THAN 3A%] of the next: $___.
5 ___% [LESS THAN 4A%] of the next: $___.
*OF MATCH ELIGIBLE CONTRIBUTIONS (EXPRESSED AS A DOLLAR
AMOUNT) FOR PAYROLL PERIODS ENDING WITHIN THE MATCHING
CONTRIBUTION PERIOD.

1. The Match Eligible Contributions are the ... [CHECK
EACH THAT APPLIES]:

a. [ ] Employee Pre-Tax Contributions (except as
provided in F.14.).
b. [ ] Employee After-Tax Contributions. ... [CHECK
IF APPLICABLE]:

1. [ ] except that the Employer Regular
Matching Contributions made on
Employee After-Tax Contributions
will be a discretionary amount
determined by the Lead Employer.
[NOTE: THE LEAD EMPLOYER MAY HAVE
SPECIFIED IN A WRITTEN ACTION TAKEN
PRIOR TO THE FIRST DAY OF THE PLAN
YEAR THAT THE EMPLOYER REGULAR
MATCHING CONTRIBUTIONS WILL BE MADE
ON EMPLOYEE AFTER-TAX CONTRIBUTIONS
IN ACCORDANCE WITH A SCHEDULE THAT
CONFORMS WITH A SCHEDULE IN a., b.
OR c. OTHERWISE, THE EMPLOYER
REGULAR MATCHING CONTRIBUTIONS MADE
FOR A PLAN YEAR ON EMPLOYEE
AFTER-TAX CONTRIBUTIONS WILL BE
ALLOCATED IN PROPORTION OF THE
EMPLOYEE AFTER-TAX CONTRIBUTIONS
FOR PAYROLL PERIODS ENDING WITHIN
THE PLAN YEAR.]

2. The Matching Contribution Period is ... [CHECK ONE]:

a. [ ] each Plan Year.
b. [ ] each payroll period.
c. [ ] each month.
d. [ ] each quarter of each Plan Year.
e. [ ] each half of each Plan Year.
f. [ ] other [SPECIFY]: ___. [NOTE: SPECIFY A
PERIOD LONGER THAN A PLAN YEAR.]

[NOTE: EMPLOYER REGULAR MATCHING CONTRIBUTIONS WILL
BE CALCULATED BASED ON THE MATCHING ELIGIBLE
CONTRIBUTIONS AND PLAN COMPENSATION FOR EACH MATCHING
CONTRIBUTION PERIOD -"TRUE-UP" CONTRIBUTIONS MAY BE
ELECTED UNDER 3.]

[NOTE: EMPLOYER REGULAR MATCHING CONTRIBUTIONS SHOULD
NOT BE DEPOSITED OR ALLOCATED UNTIL THE END OF THE
MATCHING CONTRIBUTION PERIOD.]

3. The Employer Regular Matching Contribution will be
calculated separately for each Matching Contribution
Period and ... [CHECK ONE]:

a. [ ] N/A - the Matching Contribution Period is the Plan Year.
b. [ ] "true-up" contributions will not be made.
c. [ ] then will be recalculated based on the Match
Eligible Contributions and Plan
Compensation for the Plan Year, and
"true-up" contributions will be made
accordingly, with respect to each eligible
Participant described in I.7. ... [CHECK IF
APPLICABLE]:

1. [ ] who is an Employee on the last
day of the Plan Year. However,
this requirement does not
apply if the Participant's
Termination of Service
occurred during the Plan Year
because he/she ... [CHECK EACH
THAT APPLIES]:

1 [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK EACH
THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

4. The Employer Regular Matching Contribution is ... [CHECK
ONE]: [NOTE: IF EMPLOYER REGULAR MATCHING
CONTRIBUTIONS ARE CONTINGENT ON NET PROFITS, THE
MATCHING CONTRIBUTION PERIOD MUST BE THE PLAN YEAR
AND THE CONTRIBUTIONS SHOULD NOT BE DEPOSITED OR
ALLOCATED UNTIL AFTER THE END OF THE PLAN YEAR.]

a. [ ] not contingent on Net Profits.
b. [ ] contingent on ... [CHECK ONE]:

1. [ ] current (for the fiscal year
ending with or within the Plan
Year)
2. [ ] accumulated

... Net Profits of the Participating
Employers, determined under ... [CHECK ONE]:

3. [ ] GAAP [ ] before [ ] after the
payment of discretionary
bonuses.
4. [ ] other [SPECIFY]: ___.

5. The Lead Employer may direct that an additional
Employer Regular Matching Contribution be made for a
Plan Year which, if made, will be allocated in
proportion to the ... [CHECK ONE]:

a. [ ] N/A - such contributions will not be made.
b. [ ] Employer Regular Matching Contributions
received under the above schedule for the
Plan Year. The allocation will be made
among all eligible Participants described
in I.7 ... [CHECK IF APPLICABLE]:

1. [ ] who are Non-Highly Compensated
Employees.

c. [ ] Match Eligible Contributions of each eligible
Participant that do not exceed $___ for
the Plan Year. The allocation will be made
among all eligible Participants described
in I.7 ... [CHECK IF APPLICABLE]:

1. [ ] who are Non-Highly Compensated
Employees.

Fixed Contributions c. [ ] determined under the following schedule ... [COMPLETE
- based on Years of SCHEDULE AND THE ITEMS THAT FOLLOW]: [NOTE: USE OF
Credited Service: THIS OPTION WILL REQUIRE BENEFITS, RIGHTS AND
FEATURES TESTING UNDER CODE ss. 401(a)(4).] [NOTE:
IF THIS OPTION IS ELECTED, THE MATCHING
CONTRIBUTION PERIOD IS THE PLAN YEAR AND
CONTRIBUTIONS SHOULD NOT BE DEPOSITED OR ALLOCATED
UNTIL AFTER THE END OF THE PLAN YEAR.]

OF MATCH ELIGIBLE CONTRIBUTIONS
Optional: THE EMPLOYER REGULAR FOR PARTICIPANTS WITH AT LEAST THE
- Profits MATCHING FOLLOWING NUMBER OF
Contingency CONTRIBUTION WILL BE: YEARS OF CREDITED SERVICE:
- Discretionary --------------------- ----------------------------------
Contributions
A B
--------------------- ----------------------------------

1 ___% 1 yr. [NOTE: IF MORE THAN ONE YEAR
OF SERVICE IS REQUIRED TO
PARTICIPATE IN THE EMPLOYER REGULAR
MATCHING COMPONENT, THAT SERVICE
REQUIREMENT MUST BE SATISFIED TO
RECEIVE A CONTRIBUTION.]

2 ___% [MORE THAN 1A%] ___yrs. [MORE THAN 1B]
3 ___% [MORE THAN 2A%] ___yrs. [MORE THAN 2B]
4 ___% [MORE THAN 3A%] ___yrs. [MORE THAN 3B]
5 ___% [MORE THAN 4A%] ___yrs. [MORE THAN 4B]

1. The Match Eligible Contributions are the ...
[CHECK EACH THAT APPLIES]:

a. [ ] Employee Pre-Tax Contributions (except as
provided in F.14.).
b. [ ] Employee After-Tax Contributions. ... [CHECK
IF APPLICABLE]:

1. [ ] except that the Employer Regular
Matching Contributions made on
Employee After-Tax
Contributions will be a
discretionary amount determined
by the Lead Employer. [NOTE:
THE LEAD EMPLOYER MAY SPECIFY
IN A WRITTEN ACTION TAKEN PRIOR
TO THE FIRST DAY OF THE PLAN
YEAR THAT THE EMPLOYER REGULAR
MATCHING CONTRIBUTIONS WILL BE
MADE ON EMPLOYEE AFTER-TAX
CONTRIBUTIONS IN ACCORDANCE
WITH A SCHEDULE THAT CONFORMS
WITH A SCHEDULE IN a., b. OR c.
OTHERWISE, THE EMPLOYER REGULAR
MATCHING CONTRIBUTIONS MADE FOR
A PLAN YEAR ON EMPLOYEE
AFTER-TAX CONTRIBUTIONS WILL BE
ALLOCATED IN PROPORTION OF THE
EMPLOYEE AFTER-TAX
CONTRIBUTIONS FOR PAYROLL
PERIODS ENDING WITHIN THE PLAN
YEAR.]

2. The Participant's years of credited service for this
purpose means ... [CHECK ONE]:

a. [ ] the number of Plan Years in which the
Participant had [1,000 OR LESS] or more
Hours of Service.
b. [ ] the number of years of elapsed time Service
of the Participant as of the last day of
the Plan Year.

3. The Employer Regular Matching Contribution is ...
[CHECK ONE]:

a. [ ] not contingent on Net Profits.
b. [ ] contingent on ... [CHECK ONE]:

1. [ ] current (for the fiscal year
ending with or within the Plan
Year)
2. [ ] accumulated

... Net Profits of the Participating
Employers, determined under ... [CHECK ONE]:

3. [ ] GAAP [ ] before [ ] after the
payment of discretionary bonuses.
4. [ ] other [SPECIFY]: ___.

4. The Lead Employer may direct that an additional
Employer Regular Matching Contribution be made for a
Plan Year which, if made, will be allocated in
proportion to the ... [CHECK ONE]:

1. [ ] who are Non-Highly Compensated
Employees.

c. [ ] Match Eligible Contributions of each eligible
Participant that do not exceed ___% of
his/her Plan Compensation for the Plan
Year. The allocation will be made among
all eligible Participants described in
I.7 ... [CHECK IF APPLICABLE]:

1. [ ] who are Non-Highly Compensated
Employees.

Discretionary d. [ ] a discretionary amount determined by the Lead Employer.
Contributions
The Lead Employer may specify in a written action taken
prior to the first day of the Plan Year that Employer
Regular Matching Contributions will be made for such Plan
Year in accordance with a schedule that conforms with a
schedule specified in a., b. or c., above. A separate
schedule may apply to Employee Pre- Tax Contributions and
Employee After-Tax Contributions.

If such written action is not taken prior to the first day
of the Plan Year, then any Employer Regular Matching
Contribution made for the Plan Year on Employee Pre-Tax
Contributions will be allocated ... [CHECK ONE]:

1. [ ] in proportion to Employee Pre-Tax Contributions
(except as provided in F.14.) for payroll periods
ending within the Plan Year that do not exceed
... [CHECK ONE]:

a. [ ] N/A - no limit.
b. [ ] $___.
c. [ ] ___% of Plan Compensation for the
Plan Year.
d. [ ] the lesser of $___ or ___% of Plan
Compensation for the Plan Year.

2. [ ] under the following schedule ... [COMPLETE]:

WILL BE ALLOCATED IN
PROPORTION TO EMPLOYEE
PRE-TAX CONTRIBUTIONS
THE FOLLOWING (EXCEPT AS PROVIDED IN
PERCENT OF THE EMPLOYER F.14.) THAT DO NOT EXCEED
REGULAR MATCHING THE FOLLOWING PERCENT OF
CONTRIBUTION FOR PLAN COMPENSATION FOR
THE PLAN YEAR: THE PLAN YEAR:
----------------------- -------------------------

A B
----------------------- -------------------------

1 ___% ___%
2 ___% ___% [LESS THAN 1B%]
3 ___% ___% [LESS THAN 2B%]
Total = 100%
[NOTE: THE STEPS IN THE ALLOCATION FORMULA
PROVIDE CUMULATIVE CONTRIBUTIONS AT LOWER
DEFERRAL LEVELS.]

3. [ ] under the following schedule ... [COMPLETE]:

WILL BE ALLOCATED IN
PROPORTION TO EMPLOYEE
PRE-TAX CONTRIBUTIONS
THE FOLLOWING DOLLAR (EXCEPT AS PROVIDED IN
AMOUNT OF THE EMPLOYER F.14.) THAT DO NOT EXCEED
REGULAR MATCHING THE FOLLOWING PERCENT OF
CONTRIBUTION FOR PLAN COMPENSATION FOR
THE PLAN YEAR: THE PLAN YEAR:
---------------------- -------------------------

A B
---------------------- -------------------------

1 The first: $___. ___%
2 The next: $___. ___% [LESS THAN 1B%]
3 The remainder: ___% [LESS THAN 2B%]
[NOTE: THE STEPS IN THE ALLOCATION FORMULA
PROVIDE CUMULATIVE CONTRIBUTIONS AT LOWER
DEFERRAL LEVELS.]

Any Employer Regular Matching Contribution made for the Plan
Year on Employee After-Tax Contributions will be allocated
in proportion of Employee After-Tax Contributions for
payroll periods ending within the Plan Year.

[NOTE: IF THE PLAN PROVIDES FOR DISCRETIONARY EMPLOYER SAFE-HARBOR
MATCHING CONTRIBUTIONS, EMPLOYER SAFE-HARBOR MATCHING AND REGULAR
MATCHING CONTRIBUTIONS WILL REMAIN SUBJECT TO THE ACTUAL CONTRIBUTION
PERCENTAGE TEST OF CODE ss. 401(m) IF DISCRETIONARY CONTRIBUTIONS MADE
ON BEHALF OF ANY PARTICIPANT EXCEED 4% OF HIS/HER PLAN COMPENSATION FOR
THE PLAN YEAR.]

MINIMUMS AND MAXIMUMS: I.9. The minimum Employer Regular Matching Contribution that any
[PLAN SEC. 5.2(d)] Participant who has Match Eligible Contributions can receive for any
Plan Year is...[CHECK ONE]:

a. [X] N/A - no minimum (except as results from the matching schedule).
b. [ ] $___.
c. [ ] ___% of Plan Compensation for the Plan Year.

I.10. The maximum Employer Regular Matching Contribution that any
Participant can receive for any Plan Year is ... [CHECK ONE]: [NOTE: A
SEPARATE MAXIMUM NEEDS TO BE SPECIFIED ONLY IF THE MATCH IS
DISCRETIONARY AND A MAXIMUM IS DESIRED, OR IF A MATCHING SCHEDULE
APPLIES AND A MAXIMUM IS DESIRED THAT IS LESS THAN THE MAXIMUM OTHERWISE
RESULTING FROM THE MATCHING SCHEDULE.]

a. [X] N/A - no maximum (except as results from the matching schedule).
b. [ ] $___.
c. [ ] ___% of Plan Compensation for the Plan Year.
d. [ ] the lesser of $___ or ___% of Plan Compensation for the Plan Year.

VESTING SCHEDULE FOR I.11. A Participant's vested percentage in his/her Employer Regular Matching
EMPLOYER REGULAR MATCHING Contribution Account will be ... [CHECK ONE]:
COMPONENT:
[PLAN SEC. 10.2(e)] a. [ ] 100% at all times.
b. [X] determined under the following schedule ... [COMPLETE AS DESIRED]:

YEARS OF VESTED
SERVICE PERCENTAGE
------- ----------

0 0%
1 0 %
2 50 %
3 75 % [20% OR MORE]
4 100 % [40% OR MORE]
5 100 % [60% OR MORE]
6 100 % [80% OR MORE]
7 or more 100%

c. [ ] determined under the following schedule ... [COMPLETE AS DESIRED]:

YEARS OF VESTED
SERVICE PERCENTAGE
------- ----------

0 0%
1 %
2 %
3 %
4 %
5 or more 100%

[NOTE: IF THE PLAN IS TOP-HEAVY, AND IF THE VESTING SCHEDULE SPECIFIED ABOVE
DOES NOT SATISFY THE VESTING REQUIREMENTS APPROPRIATE FOR A TOP-HEAVY PLAN UNDER
PLAN SEC. 17.2, THE VESTED PERCENTAGE OF THE PARTICIPANT WILL BE THE GREATER OF
THE VESTED PERCENTAGE DETERMINED UNDER THE VESTING SCHEDULE SPECIFIED ABOVE OR
THE APPLICABLE VESTING SCHEDULE SPECIFIED IN PLAN SEC. 17.2. IF THE PLAN WAS,
BUT HAS CEASED TO BE TOP-HEAVY, THE APPROPRIATE VESTING SCHEDULE WILL BE
DETERMINED UNDER Q.3.]

I.12. The vesting schedule specified above applies to the Employer Regular
Matching Contribution Accounts ... [CHECK ONE]: [NOTE: IF THE VESTING
SCHEDULE IS AMENDED, SPECIAL RULES (INCLUDING A PARTICIPANT ELECTION)
MAY APPLY UNDER PLAN SEC. 10.2(k).]

a. [X] of all Participants.
b. [ ] of Participants who become ... [CHECK ONE]:

1. [ ] Employees
2. [ ] Active Participants in the Employer Regular Matching Component

... on or after ___ [MONTH DAY, YEAR] (and the vesting schedule in
effect prior to such date will apply to all other Participants).

c. [ ] reflecting Employer Regular Matching Contributions made for periods on
or after ____ [MONTH DAY, YEAR] (and the vesting schedule in effect prior
to such date will apply to all Employer Regular Matching Contributions
made for periods prior to such date).

TREATMENT OF FORFEITURES: I.13. A Pending Allocation Account that reflects Forfeitures from Employer Regular
[PLAN SEC. 5.2(g)] Matching Contribution Accounts ... [CHECK ONE]:
a. [X] can
[COMPLETE ONLY IF A b. [ ] cannot
VESTING SCHEDULE APPLIES
WITH RESPECT TO ANY PART ... be applied to pay administrative expenses of the Plan if so directed
OR ALL OF THE EMPLOYER by the Plan Administrator.
REGULAR MATCHING
CONTRIBUTION ACCOUNT]
(C) 2001 28 Full-Flex - 003

I.14. A Pending Allocation Account that reflects Forfeitures from Employer Regular
Matching Contribution Accounts (to the extent not applied to pay
administrative expenses if permitted in I.13.) will be ... [CHECK ONE]:

a. [X] applied as a credit against ... [CHECK EACH THAT APPLIES]:

1. [X] Employer Safe-Harbor and/or Regular Matching Contributions
2. [X] Employer Safe-Harbor and/or Regular Profit Sharing Contributions

... that are made under the Plan, as and when directed by the Lead Employer.

b. [ ] allocated as of the last day of the Plan Year as an additional ... [CHECK ONE]:

1. [ ] Employer Regular Matching Contribution.
2. [ ] Employer Regular Profit Sharing Contribution. [NOTE: IF THE
PLAN PROVIDES FOR A FIXED CONTRIBUTION DETERMINED UNDER AN
INTEGRATED FORMULA, THE ALLOCATION WILL BE MADE IN PROPORTION
TO PLAN COMPENSATION FOR THE PLAN YEAR.]

The allocation will be made in the same manner as (and as part of) any
variable contribution, or in proportion to any fixed contribution, under
the Plan. [NOTE: IF THE PLAN PROVIDES FOR A VARIABLE CONTRIBUTION (E.G.,
A DISCRETIONARY CONTRIBUTION), AND A CONTRIBUTION IS NOT MADE FOR A PLAN
YEAR, THE ALLOCATION WILL BE MADE IN THE SAME MANNER AS THE VARIABLE
CONTRIBUTION WOULD HAVE BEEN ALLOCATED.]

c. [ ] allocated as of the last day of the Plan Year in proportion to Plan
Compensation for the Plan Year. The allocation will be among all eligible
Participants described in I.7.

IN-SERVICE WITHDRAWALS: I.15. Withdrawals are allowed from Employer Regular Matching Contribution
[PLAN SEC. 11.2] Accounts ... [CHECK a., OR CHECK EACH OF b. THROUGH d. THAT APPLIES]:
a. [ ] N/A - in-service withdrawals are not allowed.
b. [X] for any reason after ... [CHECK ONE]:

1. [ ] Normal Retirement Age.
2. [ ] age 59 1/2.
3. [X] age 59 1/2 [CHECK EACH THAT APPLIES]:

a. [ ] and completion of ___ years of ... [CHECK ONE]:

1. [ ] vesting Service.
2. [ ] participation in the Plan. [NOTE:
PARTICIPATION IS MEASURED ON AN
ELAPSED TIME BASIS FROM THE
ENTRY DATE.]

b. [X] but only if at the time of the withdrawal the
Participant is ... [CHECK ONE]:

1. [X] fully vested
2. [ ] at least ___% vested

... in his/her Employer Regular Matching
Contribution Account.

4. [ ] completion of ___ years of ... [CHECK ONE]:

a. [ ] vesting Service.
b. [ ] participation in the Plan. [NOTE: PARTICIPATION
IS MEASURED ON AN ELAPSED TIME BASIS FROM THE
ENTRY DATE.]

c. [ ] at any age on account of Hardship ... [CHECK IF APPLICABLE]:

1. [ ] but only if at the time of the withdrawal the Participant
is ... [CHECK

ONE]:

a. [ ] fully vested
b. [ ] at least ___% vested

... in his/her Employer Regular Matching Contribution Account.

d. [ ] for any reason, but only if at the time of the withdrawal the Participant
is fully vested in his/her Employer Regular Matching Contribution
Account, and provided the withdrawal may not include amounts allocated
to the Contribution Account within two years prior to the
withdrawal ... [CHECK IF APPLICABLE]: [NOTE: THE CALCULATION OF THE
MAXIMUM AMOUNT AVAILABLE FOR WITHDRAWAL IS SET FORTH IN PLAN SEC.
11.2(a).]

1. [ ] unless the Participant has completed five years of
participation in the Plan. [NOTE: PARTICIPATION IS MEASURED
ON AN ELAPSED TIME BASIS FROM THE ENTRY DATE.]

- --------------------------------------------------------------------------------------------------------------
J. EMPLOYER REGULAR PROFIT SHARING COMPONENT
- --------------------------------------------------------------------------------------------------------------

PROFIT SHARING CONTRIBUTIONS: J.1. Employer Regular Profit Sharing Contributions ... [CHECK ONE]:
[PLAN SEC. 6.2]
a. [X] will
b. [ ] will not [SKIP TO SECTION K.]

... be made under the Plan.

EXCLUDED EMPLOYMENT J.2. Covered Employment with respect to the Employer Regular Profit Sharing
CATEGORIES: Component does not include ... [CHECK ONE]: [NOTE: ANY EXCLUSIONS BELOW
[PLAN SEC. 2.14(a)] ARE IN ADDITION TO ANY EXCLUSIONS IN D.1.]
a. [X] N/A - there are no additional exclusions.
b. [ ] employment ... [CHECK EACH THAT APPLIES]:

1. [ ] as a Highly Compensated Employee.
2. [ ] as a Key Employee.
3. [ ] other [SPECIFY]: ___. [NOTE: SPECIFY A GROUP WHOSE EXCLUSION
WILL NOT RESULT IN DISCRIMINATION IN FAVOR OF HIGHLY COMPENSATED
EMPLOYEES.]

AGE AND SERVICE J.3. For an Employee to participate in the Employer Regular Profit Sharing
REQUIREMENTS: Component, he/she must have attained age ... [CHECK ONE]:
[PLAN SEC. 3.1(a)]
a. [X] 21 [21 OR LESS].
b. [ ] N/A - there is no age requirement.

J.4. For an Employee to participate in the Employer Regular Profit Sharing
Component, he/she must have completed ... [CHECK ONE]: [NOTE: IF MORE THAN
ONE YEAR OF SERVICE (12 MONTHS OF ELAPSED TIME SERVICE) IS REQUIRED FOR
ELIGIBILITY, THE PLAN MUST PROVIDE FOR FULL AND IMMEDIATE VESTING OF
EMPLOYER REGULAR PROFIT SHARING CONTRIBUTION ACCOUNTS.]

a. [X] one year of Service (determined under D.9.).
b. [ ] two years of Service (determined under D.9.).
c. [ ] ___ [24 OR LESS] months of Service determined using the elapsed time
method (irrespective of the election in D.9.).
d. [ ] N/A - there is no service requirement.

ENTRY: J.5. An Employee in Covered Employment will become an Active Participant in the
[PLAN SECS. 2.27 AND 3.1(a)] Employer Regular Profit Sharing Component on the Entry Date that ...
[CHECK ONE]:
a. [X] coincides with or next follows
b. [ ] coincides with or next precedes
c. [ ] is nearest to

... the date he/she satisfies the age and service requirements for such
Component.

J.6. The Entry Dates for the Employer Regular Profit Sharing Component are
the ... [CHECK ONE]:

a. [ ] first day of each Plan Year and the first day of the seventh month of
each Plan Year.
b. [X] first day of each quarter of each Plan Year.
c. [ ] first day of each month.
d. [ ] first day of each payroll period.
e. [ ] day on which the age and service requirements are satisfied.
f. [ ] first day of each Plan Year. [NOTE: THIS OPTION IS PERMITTED ONLY IF (i)
THERE IS NO AGE REQUIREMENT OR THE AGE REQUIREMENT SPECIFIED IN J.3.a.
DOES NOT EXCEED 20 1/2, AND (ii) THERE IS NO SERVICE REQUIREMENT OR THE
SERVICE REQUIREMENT SPECIFIED IN J.4.c. OR d. DOES NOT EXCEED 6 MONTHS,
OR 18 MONTHS IF FULL AND IMMEDIATE VESTING.]
g. [ ] other [SPECIFY]: ___. [NOTE: THE ENTRY DATES SPECIFIED MUST BE AT LEAST
AS FAVORABLE AS ONE OF THE CHOICES IN a. - f.]

REQUIREMENTS TO SHARE IN THE J.7. To share in the Employer Regular Profit Sharing Contribution for a Plan
EMPLOYER REGULAR PROFIT Year, a Participant must be an Active Participant in the Employer
SHARING CONTRIBUTION: Regular Profit Sharing Component at some time during the Plan Year ...
[PLAN SEC. 6.2(a) OR (b)] [CHECK ONE]:

a. [ ] but need not be an Employee on the last day of the Plan Year or have
completed any specified number of Hours of Service.
b. [X] and must either be an Employee on the last day of the Plan Year or must
have completed at least 500 [1,000 OR LESS] Hours of Service during
the Plan Year. However, these requirements do not apply if the
Participant's Termination of Service occurred during the Plan Year
because he/she ... [CHECK EACH THAT APPLIES]:

1. [X] died.
2. [X] became Disabled.
3. [X] retired after ... [CHECK EACH THAT APPLIES]:

a. [X] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

c. [ ] and must both be an Employee on the last day of the Plan Year and must
have completed at least ___ [1,000 OR LESS] Hours of Service during
the Plan Year. However, ... [CHECK ONE]:

1. [ ] these requirements do not apply
2. [ ] the last day requirement does not apply

... if the Participant's Termination of Service occurred during the
Plan Year because he/she ... [CHECK EACH THAT APPLIES]:

3. [ ] died.
4. [ ] became Disabled.
5. [ ] retired after ... [CHECK EACH THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

d. [ ] and must be an Employee on the last day of the Plan Year. However, this
requirement does not apply if the Participant's Termination of Service
occurred during the Plan Year because he/she ... [CHECK EACH THAT
APPLIES]:

1. [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK EACH THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

e. [ ] and must have completed at least ___ [1,000 OR LESS] Hours of Service
during the Plan Year. However, this requirement does not apply if the
Participant's Termination of Service occurred during the Plan Year
because he/she ... [CHECK EACH THAT APPLIES]:

1. [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK EACH THAT APPLIES]:

a. [ ] Normal Retirement Age.
b. [ ] Early Retirement Age.
c. [ ] age [SPECIFY]: ___.

CONTRIBUTION/ALLOCATION J.8. The Employer Regular Profit Sharing Contribution for each Plan Year will
FORMULA: ... [CHECK ONE OF a. THROUGH e., AND CHECK f. IF IT APPLIES. DO NOT
[PLAN SEC. 6.2(A) OR (B)] CHECK b. OR d. IF ANY CONTROLLED GROUP MEMBER MAINTAINS ANY OTHER PLAN
THAT IS INTEGRATED AND THAT COVERS ANY OF THE SAME PARTICIPANTS]: [NOTE:
IF THE PLAN IS TOP-HEAVY, THE CONTRIBUTION FORMULA OR ALLOCATION METHOD
FOR THE EMPLOYER REGULAR PROFIT SHARING CONTRIBUTIONS WILL BE APPLIED
WITH THE APPLICABLE MODIFICATIONS DESCRIBED IN PLAN SEC. 17.1(b) UNLESS
AN ADDITIONAL CONTRIBUTION IS ELECTED IN Q.2.]

Non-Integrated a. [X] be allocated among the eligible Participants ... [CHECK ONE]:
Variable Formula -
Discretionary or 1. [X] in proportion to Plan Compensation for the Plan Year
Non-Discretionary 2. [ ] as an equal dollar amount (subject to the limits of Code
with Profits ss. 415)
Contingency
... using the nonintegrated allocation formula in Plan Sec. 6.2(a)(1).
The amount of the contribution will be ... [CHECK ONE]:

3. [X] a discretionary amount determined by the Lead Employer (not
contingent on Net Profits).
4. [ ] ___% of ... [CHECK ONE]:

a. [ ] current (for the fiscal year ending with or within
the Plan Year)
b. [ ] accumulated

... Net Profits of the Participating Employers, determined
under ... [CHECK ONE]:

c. [ ] GAAP [ ] before [ ] after the payment of
discretionary bonuses,
d. [ ] other [SPECIFY]: ___.

Integrated b. [ ] be allocated among the eligible Participants using an integrated
Variable Formula - allocation formula in Plan Sec. 6.2(a)(2). The amount of the
Discretionary or contribution will be ... [CHECK 1., 2. OR 3., AND COMPLETE 4. AND 5.
Non-Discretionary BELOW]:
with Profits
Contingency 1. [ ] a discretionary amount determined by the Lead Employer (not
contingent on Net Profits).
2. [ ] ___% of ... [CHECK ONE]:

a. [ ] current (for the fiscal year ending with or within
the Plan Year)
b. [ ] accumulated

... Net Profits of the Participating Employers, determined
under ... [CHECK ONE]:

c. [ ] GAAP [ ] before [ ] after the payment of
discretionary bonuses,
d. [ ] other [SPECIFY]:

... but not to exceed the maximum amount deductible under the
Code (or such other limits as may be imposed under the Plan).

3. [ ] ___% [15% OR LESS] of the aggregate Plan Compensation for the
Plan Year of all eligible Participants.

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

4. The Integration Level is ... [CHECK ONE]:

a. [ ] the Taxable Wage Base in effect at the beginning
of the Plan Year.
b. [ ] $___ [NOT MORE THAN THE TAXABLE WAGE BASE IN
EFFECT AT THE BEGINNING OF THE PLAN YEAR IN WHICH
THIS DOLLAR AMOUNT IS FIRST EFFECTIVE].
c. [ ] ___% [LESS THAN 100%] of the Taxable Wage Base in
effect at the beginning of the Plan Year ...
[CHECK IF DESIRED]:

1. [ ] increased to the next highest whole
dollar.

5. The integrated allocation formula used is the ... [CHECK ONE]:

a. [ ] Two-step formula.
b. [ ] Three-step formula.
c. [ ] Four-step formula.

Non-Integrated c. [ ] equal a fixed amount for each eligible Participant. The amount of the
Fixed Formula - contribution will be ... [CHECK ONE OF 1., 2. OR 3., AND COMPLETE 4. AND
Non-Discretionary 5. below]:
with Optional Profits
Contingency 1. [ ] $___ for the Plan Year.
2. [ ] $___ for each ... [CHECK ONE]:

a. [ ] Hour of Service
b. [ ] day
c. [ ] week

... as an Active Participant in the Employer Profit Sharing
Component during the Plan Year.

3. [ ] ___% [NOT TO EXCEED 15%] of Plan Compensation for the Plan
Year.

4. The Employer Regular Profit Sharing Contribution is ... [CHECK
ONE]:

a. [ ] not contingent on Net Profits.
b. [ ] contingent on ... [CHECK ONE]:

1. [ ] current (for the fiscal year ending
with or within the Plan Year)
2. [ ] accumulated

... Net Profits of the Participating
Employers, determined under ... [CHECK ONE]:

3. [ ] GAAP [ ] before [ ] after the payment
of discretionary bonuses.
4. [ ] other [SPECIFY]: ___.

5. The Lead Employer ... [CHECK ONE]:

a. [ ] does not
b. [ ] does

... have the discretion to direct that an additional Employer
Regular Profit Sharing Contribution be made for a Plan Year
which, if made, will be allocated among the eligible
Participants described in J.7. ... [CHECK IF APPLICABLE]:

c. [ ] who are Non-Highly Compensated Employees

... in proportion to the Plan Compensation for the Plan Year
of each eligible Participant.

Integrated d. [ ] equal a fixed amount for each eligible Participant. The amount of the
Fixed Formula - contribution will be ... [COMPLETE 1. THROUGH 5. BELOW]:
Non-Discretionary
with Optional Profits 1. ___% of Plan Compensation for the Plan Year, plus
Contingency 2. ___% of Plan Compensation for the Plan Year in excess of the
Integration Level [THE PERCENTAGE IN 2. MAY NOT EXCEED THE LESSER
OF THE PERCENTAGE IN 1. OR THE PERCENTAGE IN THE TABLE BELOW]:

TABLE
-----

IF THE INTEGRATION LEVEL IS: THE MAXIMUM PERCENTAGE IS:
---------------------------- --------------------------

The Taxable Wage Base for the current 5.7%
year ("TWB")

More than 80% of the TWB but less 5.4%
than 100% of the TWB

More than the greater of 20% of the 4.3%
TWB or $10,000 but not more than
80% of the TWB

Less than or equal to the greater of 5.7%
$10,000 or 20% of the TWB

3. The Integration Level is ... [CHECK ONE]:

a. [ ] the Taxable Wage Base in effect at the beginning
of the Plan Year.
b. [ ] ___% [LESS THAN 100%] of the Taxable Wage Base
in effect at the beginning of the Plan Year ...
[CHECK IF DESIRED]:

1. [ ] increased to the next highest whole
dollar.

4. The Employer Regular Profit Sharing Contribution is ... [CHECK
ONE]:

a. [ ] not contingent on Net Profits.
b. [ ] contingent on ... [CHECK ONE]:

1. [ ] current (for the fiscal year ending with
or within the Plan Year)
2. [ ] accumulated

... Net Profits of the Participating Employers,
determined under... [CHECK ONE]:

3. [ ] GAAP [ ] before [ ] after the payment of
discretionary bonuses.
4. [ ] other [SPECIFY]:

5. The Lead Employer ... [CHECK ONE]:

a. [ ] does not
b. [ ] does

c. [ ] who are Non-Highly Compensated Employees

... in proportion to the Plan Compensation for the Plan Year
of each eligible Participant.

Uniform Point e. [ ] be allocated among the eligible Participants in proportion to the
Formula "points" of each eligible Participant. An eligible Participant will be
awarded ... [CHECK ONE OR BOTH OF 1. AND 2., AND CHECK 3. IF IT APPLIES]

1. [ ] [SPECIFY A WHOLE NUMBER] points for each year of age he/she
has attained by the last day of the Plan Year.
2. [ ] [SPECIFY A WHOLE NUMBER] points for each year of credited
service he/she has completed by the last day of the Plan
Year. ... [COMPLETE]

a. The Participant's years of credited service for this
purpose means ... [CHECK ONE]:

1. [ ] the number of Plan Years in which the
Participant had [1,000 OR LESS] or more
Hours of Service.
2. [ ] the number of years of elapsed time Service
of the Participant as of the last day of
the Plan Year.

b. The Participant's years of credited service taken
into account will not exceed ... [CHECK ONE]:

1. [ ] N/A - there is no limit.
2. [ ] ___ years.

[CHECK 3. IF POINTS ARE AWARDED BASED ON COMPENSATION]

3. [ ] [SPECIFY A WHOLE NUMBER] points for each $___ [NOT MORE THAN
$200] of Plan Compensation for the Plan Year.

Prevailing Wage f. [ ] equal a fixed amount for each hour working on a project and in a
Formula job category covered by the Prevailing Wage Laws. The amount of the
contribution will be determined ... [CHECK ONE OF 1. OR 2., AND
COMPLETE 3. AND 4.]:

1. [ ] as specified on the Prevailing Wage Addendum. [NOTE: A
CONTRIBUTION WILL BE MADE ONLY WITH RESPECT TO PROJECTS AND
JOB CATEGORIES LISTED ON THE PREVAILING WAGE ADDENDUM.]
2. [ ] as follows ... [COMPLETE]:

For contracts classified as... The contribution amount will be...
------------------------------ ----------------------------------

__________ [ ] $___ per hour
[ ] ___% of the prevailing wage.

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

3. The contribution will be made on behalf of each Active
Participant in the Prevailing Wage Component ... [CHECK IF
APPLICABLE]:

a. [ ] who is a Non-Highly Compensated Employee.

4. If such a Participant also is eligible for an Employer
Regular Profit Sharing Contribution for a Plan Year, such
contribution ... [CHECK ONE]:

a. [ ] N/A - such Participants will not be eligible for
Employer Regular Profit Sharing Contributions.
b. [ ] will not
c. [ ] will

... be offset by the Prevailing Wage Contribution.

[NOTE: EMPLOYER REGULAR PROFIT SHARING CONTRIBUTIONS SHOULD NOT BE DEPOSITED
OR ALLOCATED UNTIL THE END OF THE PLAN YEAR (EXCEPT UNDER A PREVAILING WAGE
COMPONENT).]

VESTING SCHEDULE FOR J.9. A Participant's vested percentage in his/her Employer Regular Profit
EMPLOYER REGULAR PROFIT Sharing Contribution Account will be ... [CHECK ONE]:
SHARING COMPONENT:
[PLAN SEC. 10.2(E)] a. [ ] 100% at all times.

[PLAN SEC. 10.2(e)] b. [X] determined under the following schedule ... [COMPLETE AS DESIRED]:

YEARS OF VESTED
SERVICE PERCENTAGE
------- ----------

0 0%
1 0 %
2 50 %
3 75 % [20% OR MORE]
4 100 % [40% OR MORE]
5 100 % [60% OR MORE]
6 100 % [80% OR MORE]
7 or more 100%

c. [ ] determined under the following schedule ... [COMPLETE AS DESIRED]:

YEARS OF VESTED
SERVICE PERCENTAGE
------- ----------

0 0%
1 %
2 %
3 %
4 %
5 or more 100%

[NOTE: IF THE PLAN IS TOP-HEAVY, AND IF THE VESTING SCHEDULE SPECIFIED
ABOVE DOES NOT SATISFY THE VESTING REQUIREMENTS APPROPRIATE FOR A
TOP-HEAVY PLAN UNDER PLAN SEC. 17.2, THE VESTED PERCENTAGE OF THE
PARTICIPANT WILL BE THE GREATER OF THE VESTED PERCENTAGE DETERMINED UNDER
THE VESTING SCHEDULE SPECIFIED ABOVE OR THE APPLICABLE VESTING SCHEDULE
SPECIFIED IN PLAN SEC. 17.2. IF THE PLAN WAS, BUT HAS CEASED TO BE
TOP-HEAVY, THE APPROPRIATE VESTING SCHEDULE WILL BE DETERMINED UNDER Q.3.]

J.10. The vesting schedule specified above applies to the Employer Regular
Profit Sharing Contribution Accounts ... [CHECK ONE]: [NOTE: IF THE
VESTING SCHEDULE IS AMENDED, SPECIAL RULES (INCLUDING A PARTICIPANT
ELECTION) MAY APPLY UNDER PLAN SEC. 10.2(k).]

a. [X] of all Participants.
b. [ ] of Participants who become ... [CHECK ONE]:

1. [ ] Employees
2. [ ] Active Participants in the Employer Regular Profit Sharing
Component

... on or after ___ [MONTH DAY, YEAR] (and the vesting schedule in
effect prior to such date will apply to all other Participants).

c. [ ] reflecting Employer Regular Profit Sharing Contributions made for
periods on or after ___ [MONTH DAY, YEAR] (and the vesting schedule in
effect prior to such date will apply to all Employer Regular Profit
Sharing Contributions made for periods prior to such date).

TREATMENT OF FORFEITURES: J.11. A Pending Allocation Account that reflects Forfeitures from
[PLAN SEC. 6.2(d)] Employer Regular Profit Sharing Contribution Accounts...[CHECK ONE]:

[COMPLETE ONLY IF A a. [X] can
VESTING SCHEDULE b. [ ] cannot
APPLIES WITH
RESPECT TO ANY PART ... be applied to pay administrative expenses of the Plan if so directed by the
OR ALL OF THE EMPLOYER Plan Administrator.
REGULAR PROFIT SHARING
CONTRIBUTION ACCOUNT] J.12. A Pending Allocation Account that reflects Forfeitures from Employer
Regular Profit Sharing Contribution Accounts (to the extent not applied
to pay administrative expenses if permitted in J.11) will be ... [CHECK
ONE]:

a. [X] applied as a credit against ... [CHECK EACH THAT APPLIES]:

1. [X] Employer Safe-Harbor and/or Regular Matching Contributions
2. [X] Employer Safe-Harbor and/or Regular Profit Sharing
Contributions ... that are made under the Plan, as and when
directed by the Lead Employer.
b. [ ] allocated as of the last day of the Plan Year as an additional
Employer Regular Profit Sharing Contribution. The allocation will be
made in the same manner as (and as part of) any variable contribution,
or in proportion to any fixed contribution (disregarding any
contribution under a prevailing wage formula), under the Plan. [NOTE: IF
THE PLAN PROVIDES FOR A VARIABLE CONTRIBUTION (E.G., A DISCRETIONARY
CONTRIBUTION), AND A CONTRIBUTION IS NOT MADE FOR A PLAN YEAR, THE
ALLOCATION WILL BE MADE IN THE SAME MANNER AS THE VARIABLE CONTRIBUTION
WOULD HAVE BEEN ALLOCATED.] [NOTE: IF THE PLAN PROVIDES FOR A FIXED
CONTRIBUTION UNDER AN INTEGRATED FORMULA, THE ALLOCATION WILL BE MADE IN
PROPORTION TO PLAN COMPENSATION FOR THE PLAN YEAR.]

c. [ ] allocated as of the last day of the Plan Year in proportion to Plan
Compensation for the Plan Year. The allocation will be among all
eligible Participants described in J.7.

IN-SERVICE WITHDRAWALS: J.13. Withdrawals are allowed from Employer Regular Profit Sharing
[PLAN SEC. 11.2] Contribution Accounts

... [CHECK a., OR CHECK EACH OF b. THROUGH d. THAT APPLIES]:
a. [ ] N/A - in-service withdrawals are not allowed.
b. [X] for any reason after ... [CHECK ONE]:

1. [ ] Normal Retirement Age.
2. [ ] age 59 1/2.
3. [X] age 59 1/2 ... [CHECK EACH THAT APPLIES]:
a. [ ] and completion of ___ years of ... [CHECK ONE]:
1. [ ] vesting Service.
2. [ ] participation in the Plan. [NOTE: PARTICIPATION
IS MEASURED ON AN ELAPSED TIME BASIS FROM THE
ENTRY DATE.]

b. [X] but only if at the time of the withdrawal the
Participant is ... [CHECK ONE]:

1. [X] fully vested
2. [ ] at least ___% vested

... in his/her Employer Regular Profit Sharing
Contribution Account.

4. [ ] completion of ___ years of ... [CHECK ONE]:

a. [ ] vesting Service.
b. [ ] participation in the Plan. [NOTE: PARTICIPATION IS
MEASURED ON AN ELAPSED TIME BASIS FROM THE ENTRY DATE.]

c. [ ] at any age on account of Hardship ... [CHECK IF APPLICABLE]:

1. [ ] but only if at the time of the withdrawal the Participant is ...
[CHECK ONE]:

a. [ ] fully vested
b. [ ] at least ___% vested

... in his/her Employer Regular Profit Sharing Contribution
Account.

d. [ ] for any reason, but only if at the time of the withdrawal the
Participant is fully vested in his/her Employer Regular Profit Sharing
Contribution Account, and

provided the withdrawal may not include amounts allocated to the
Contribution Account within two years prior to the withdrawal ...
[CHECK IF APPLICABLE]:
[NOTE: THE CALCULATION OF THE MAXIMUM AMOUNT AVAILABLE FOR
WITHDRAWAL IS SET FORTH IN PLAN SEC. 11.2(a).]

1. [ ] unless the Participant has completed five years of
participation in the Plan. [NOTE: PARTICIPATION IS MEASURED
ON AN ELAPSED TIME BASIS FROM THE ENTRY DATE.]

- --------------------------------------------------------------------------------------------------------------
K. EMPLOYER QUALIFIED MATCHING AND PROFIT SHARING COMPONENT
- --------------------------------------------------------------------------------------------------------------

[NOTE: CONTRIBUTIONS ELECTED UNDER THIS SECTION K. ARE IN ADDITION TO ANY EMPLOYER SAFE-HARBOR MATCHING,
REGULAR MATCHING, SAFE-HARBOR PROFIT SHARING OR REGULAR PROFIT SHARING CONTRIBUTIONS.]

EMPLOYER QUALIFIED K.1. Employer Qualified Matching and/or Qualified Profit Sharing
CONTRIBUTIONS: Contributions ... [CHECK ONE]:
[PLAN SECS. 5.3 AND 6.3] a. [X] will
b. [ ] will not [SKIP TO SECTION L.]

... be made under the Plan.

[NOTE: EMPLOYER QUALIFIED MATCHING AND/OR QUALIFIED PROFIT SHARING
CONTRIBUTIONS MUST BE MADE WITHIN TWELVE MONTHS FOLLOWING THE CLOSE OF
THE APPLICABLE PLAN YEAR. HOWEVER, CONTRIBUTIONS MADE LATER THAN 30
DAYS AFTER THE EMPLOYER'S TAX FILING DEADLINE MUST BE TREATED AS
ANNUAL ADDITIONS IN THE LIMITATION YEAR MADE FOR PURPOSES OF CODE ss.
415.]

[NOTE: THE "APPLICABLE" PLAN YEAR IS THE CURRENT PLAN YEAR IF THE
CURRENT YEAR TESTING METHOD IS USED, OR THE PRIOR PLAN YEAR IF THE
PRIOR YEAR TESTING METHOD IS USED.]

EMPLOYER QUALIFIED K.2. Employer Qualified Matching Contributions (QMACs) will be allocated
MATCHING CONTRIBUTIONS among the ... [CHECK ONE OF a. OR b., AND CHECK ONE OF c. - e.]:
(QMACS):
[PLAN SEC. 5.3] a. [ ] Non-Highly Compensated Employees
b. [ ] Highly and Non-Highly Compensated Employees [NOTE: THIS OPTION IS
NOT APPROPRIATE IF THE "PRIOR YEAR" TESTING METHOD IS USED.]

... who ... [CHECK ONE]:

c. [ ] are eligible Participants described in I.7 (relating to the
Employer Regular Matching Component) with respect to the applicable
Plan Year. [NOTE: THIS OPTION IS APPROPRIATE ONLY IF THE PLAN
INCLUDES AN EMPLOYER REGULAR MATCHING COMPONENT.]

d. [ ] benefit under the applicable Component for the applicable Plan Year.
[NOTE: THE "APPLICABLE" COMPONENT IS THE EMPLOYEE PRE-TAX COMPONENT
IN THE CASE OF A CONTRIBUTION MADE TO SATISFY THE ACTUAL DEFERRAL
PERCENTAGE (ADP) TEST OF CODE ss. 401(k); OR THE EMPLOYER REGULAR
MATCHING COMPONENT IN THE CASE OF A CONTRIBUTION MADE TO SATISFY THE
ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST OF CODE ss. 401(m).]
[NOTE: IF A COMPONENT IS DISAGGREGATED INTO TWO OR MORE SEPARATE
COMPONENTS FOR PURPOSES OF THE COVERAGE REQUIREMENTS OF CODE ss.
410(b), ANY DISCRETIONARY CONTRIBUTION WILL BE DETERMINED SEPARATELY
FOR EACH DISAGGREGATED COMPONENT.]

[NOTE: AN EMPLOYEE "BENEFITS" UNDER THE EMPLOYEE PRE-TAX COMPONENT
IF HE/SHE IS ELIGIBLE TO MAKE EMPLOYEE PRE-TAX CONTRIBUTIONS DURING
THE APPLICABLE PLAN YEAR. AN EMPLOYEE "BENEFITS" UNDER THE EMPLOYER
REGULAR MATCHING COMPONENT IF HE/SHE SATISFIES THE REQUIREMENTS IN
I.7. FOR THE APPLICABLE PLAN YEAR.]

e. [ ] are Active Participants in the Employee Pre-Tax Component ... [CHECK
ONE]:

1. [ ] at some time during
2. [ ] on the last day of

3. [ ] throughout

... the applicable Plan Year.

K.3. Employer Qualified Matching Contributions (QMACs) will be a discretionary
amount determined by the Lead Employer. The contribution will be allocated
... [CHECK ONE]:

a. [ ] in proportion to the Employee Pre-Tax Contributions of each eligible
Participant that do not exceed ... [CHECK ONE]:

1 [ ] N/A - no limit.
2. [ ] ___% of his/her Plan Compensation for the Plan Year.
[NOTE: IF THE PLAN INCLUDES AN EMPLOYER SAFE-HARBOR
COMPONENT, INCLUDE A PERCENTAGE NO GREATER THAN 6%.]
3. [ ] $___.

b. [ ] as an equal dollar amount to each eligible Participant who has
Employee Pre-Tax Contributions.

c. [ ] in proportion to the Employer Regular Matching Contributions of each
eligible Participant.

EMPLOYER QUALIFIED PROFIT K.4. Employer Qualified Profit Sharing Contributions (QNECs) will be allocated
SHARING CONTRIBUTIONS among the ... [CHECK ONE OF A. OR B., AND CHECK ONE OF C. - E.]:
(QNECs):
[PLAN SEC. 6.3] a. [ ] Non-Highly Compensated Employees

b. [X] Highly and Non-Highly Compensated Employees [NOTE: THIS OPTION IS NOT
APPROPRIATE IF THE "PRIOR YEAR" TESTING METHOD IS USED.]

... who ... [CHECK ONE]:

c. [ ] are eligible Participants described in J.7 (relating to the Employer
Regular Profit Sharing Component) with respect to the applicable Plan
Year. [NOTE: THIS OPTION IS APPROPRIATE ONLY IF THE PLAN INCLUDES AN
EMPLOYER REGULAR PROFIT SHARING COMPONENT.]

d. [X] benefit under the applicable Component for the applicable Plan Year.
[NOTE: THE "APPLICABLE" COMPONENT IS THE EMPLOYEE PRE-TAX COMPONENT
IN THE CASE OF A CONTRIBUTION MADE TO SATISFY THE ACTUAL DEFERRAL
PERCENTAGE (ADP) TEST OF CODE ss. 401(k); OR THE EMPLOYER REGULAR
MATCHING COMPONENT IN THE CASE OF A CONTRIBUTION MADE TO SATISFY THE
ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST OF CODE ss. 401(m).] [NOTE:
IF A COMPONENT IS DISAGGREGATED INTO TWO OR MORE SEPARATE COMPONENTS
FOR PURPOSES OF THE COVERAGE REQUIREMENTS OF CODE ss. 410(b), ANY
DISCRETIONARY CONTRIBUTION WILL BE DETERMINED SEPARATELY FOR EACH
DISAGGREGATED COMPONENT.]

[NOTE: AN EMPLOYEE "BENEFITS" UNDER THE EMPLOYEE PRE-TAX COMPONENT IF
HE/SHE IS ELIGIBLE TO MAKE EMPLOYEE PRE-TAX CONTRIBUTIONS DURING THE
APPLICABLE PLAN YEAR. AN EMPLOYEE "BENEFITS" UNDER THE EMPLOYER
REGULAR MATCHING COMPONENT IF HE/SHE SATISFIES THE REQUIREMENTS IN
I.7. FOR THE APPLICABLE PLAN YEAR.]

e. [ ] are Active Participants in the Employee Pre-Tax Component ... [CHECK
ONE]:

1. [ ] at some time during
2. [ ] on the last day of
3. [ ] throughout

... the applicable Plan Year.

K.5. Employer Qualified Profit Sharing Contributions (QNECs) will be a
discretionary amount determined by the Lead Employer. The contribution
will be allocated ... [CHECK ONE]:

a. [X] as a uniform percentage of Plan Compensation for the Plan Year...
[CHECK EACH THAT APPLIES]:

1. [X] using testing compensation as the definition of Plan
Compensation for the Plan Year instead of the definition in
Item E. [NOTE: FOR THIS PURPOSE, "TESTING COMPENSATION"
MEANS THE DEFINITION OF COMPENSATION USED FOR PURPOSES OF
APPLYING THE ACTUAL DEFERRAL PERCENTAGE (ADP) TEST OR ACTUAL
CONTRIBUTION PERCENTAGE (ACP) TEST FOR THE APPLICABLE PLAN
YEAR.]

2. [ ] disregarding Plan Compensation for the Plan Year in excess
of $___ [SPECIFY A DOLLAR AMOUNT LESS THAN THE COMPENSATION
LIMIT IN EFFECT UNDER CODE ss. 401(a)(17)].

b. [ ] as an equal dollar amount.

c. [ ] first to the eligible Participant with the lowest Plan Compensation
for the Plan Year, then to the eligible Participant with the next
lowest Plan Compensation for the Plan Year, etc. until the applicable
test is met, with the allocation to each eligible Participant limited
to the amount permitted under Codess. 415. [NOTE: THIS OPTION IS NOT
APPROPRIATE IF THE ALLOCATION WILL BE MADE TO HIGHLY COMPENSATED
EMPLOYEES.]

[NOTE: IF A COMPONENT IS DISAGGREGATED INTO TWO OR MORE SEPARATE
COMPONENTS FOR PURPOSES OF THE COVERAGE REQUIREMENTS OF CODE ss. 410(b),
ANY DISCRETIONARY CONTRIBUTION WILL BE DETERMINED SEPARATELY FOR EACH
DISAGGREGATED COMPONENT.]

IN-SERVICE WITHDRAWALS: K.6. Withdrawals are allowed from Employer Qualified Matching and/or Qualified
[PLAN SEC. 11.2] Profit Sharing Contribution Accounts ... [CHECK ONE]:

a. [ ] N/A - in-service withdrawals are not allowed.

b. [X] for any reason after ... [CHECK ONE]:

1. [ ] Normal Retirement Age (or age 59 1/2, if later).
2. [X] age 59 1/2.
3. [ ] age [60 OR MORE].

c. [ ] for Hardship after age 59 1/2.

- ---------------------------------------------------------------------------------------------------------------
L. EMPLOYEE ROLLOVER COMPONENT
- ---------------------------------------------------------------------------------------------------------------

EMPLOYEE ROLLOVER L.1. Employee Rollover Contributions are...[CHECK ONE]
CONTRIBUTIONS:
[PLAN SEC. 4.5] a. [ ] not allowed. [SKIP TO SECTION M.]

b. [X] allowed if the Employee is...[CHECK ONE]:

1. [X] in Covered Employment (but regardless of whether he/she is
an Active Participant).

2. [ ] an Active Participant in any Component of the Plan.

L.2. Employee Rollover Contributions will be allowed in ... [CHECK ONE]:

a. [X] cash only ... [CHECK IF APPLICABLE]:

1. [ ] except that an outstanding loan made under a prior
employer's plan will be accepted if the loan is not in
default and the transfer satisfies such requirements as may
be imposed under the participant loan program (if any) of
the Plan.

b. [ ] cash or in kind (to the extent not prohibited by the Funding
Agent), except that an outstanding loan made under a prior employer's
plan ... [CHECK ONE]:

1. [ ] will not be accepted.

2. [ ] will be accepted only if the loan is not in default and
the transfer satisfies such requirements as may be imposed
under the participant loan program (if any) of the Plan.

IN-SERVICE WITHDRAWALS: L.3. Withdrawals are allowed from Employee Rollover Contribution Accounts
... [CHECK

[PLAN SEC. 11.2] ONE]:

a. [ ] N/A - in-service withdrawals are not allowed.

b. [ ] for any reason and at any time.

c. [X] for any reason after ... [CHECK ONE]:

1. [ ] Normal Retirement Age.
2. [X] age 59 1/2.
3. [ ] age ___.

- ---------------------------------------------------------------------------------------------------------------
M. RETIREMENT, DISABILITY AND HARDSHIP
- ---------------------------------------------------------------------------------------------------------------

RETIREMENT AGE: M.1. The Normal Retirement Age is ... [CHECK ONE]:
[PLAN SECS. 2.19 AND 2.47]
a. [X] age 65 [65 OR LESS].

b. [ ] the later of age __ [65 OR LESS] or the __ [5TH OR LESS] anniversary of
the first day of the Plan Year in which the Participant commenced
participation in the Plan.

M.2. The Early Retirement Age is ... [CHECK ONE]:

a. [X] N/A - early retirement is not recognized under the Plan.

b. [ ] age __ [LESS THAN NORMAL RETIREMENT AGE].

c. [ ] the later of age __ [LESS THAN NORMAL RETIREMENT AGE] or the date
on which the Participant completes __ years of vesting Service.

DISABILITY: M.3. A Participant will be deemed to be Disabled for purposes of the Plan
[PLAN SEC. 2.18] if he/she ... [CHECK ONE]:

a. [ ] has a physical or mental condition that makes him/her unable to
engage in any substantial gainful activity and that can be expected
to result in death or has lasted or can be expected to last for at
least a twelve-consecutive-month period.

b. [X] meets the standard for long-term disability benefits under any
disability plan maintained by a Controlled Group Member.

c. [ ] has been determined to be disabled for purposes of Social Security.

d. [ ] has a physical or mental condition that makes him/her permanently
unable to perform the normal duties of his/her job with the
Participating Employer.

e. [ ] has a physical or mental condition that makes him/her permanently
unable to engage in any occupation for wage or profit for which
he/she is reasonably fitted by training, education or experience.

HARDSHIP: M.4. A Participant will be deemed to be under a Hardship for purposes of the
[PLAN SEC. 2.33] Plan if he/she has a financial need resulting from ... [CHECK ONE.]:

a. [X] expenses for medical care described in Code ss. 213(d) incurred by
the Participant, his/her spouse, or his/her dependents (as defined in
Code ss. 152), or necessary for any of those persons to obtain such
medical care.

b. [X] costs directly related to the purchase of the Participant's principal
residence (excluding mortgage payments).

c. [X] payment of tuition and related educational fees for the next 12
months of post-secondary education for the Participant, his/her
spouse, children, or dependents.

d. [X] the need to prevent the eviction of the Participant from the
Participant's principal residence or foreclosure on the mortgage of
the Participant's principal residence.

e. [ ] other [SPECIFY IN A MANNER THAT PREVENTS EMPLOYER DISCRETION]: __ .
[NOTE: THIS HARDSHIP STANDARD DOES NOT APPLY TO HARDSHIP WITHDRAWALS
FROM EMPLOYEE PRE-TAX CONTRIBUTION ACCOUNTS PRIOR TO AGE 59 1/2.]

M.5. The Hardship amount ... [CHECK ONE]:

a. [X] may
b. [ ] may not

... include any amount necessary to pay any federal, state or locaL
income taxes or penalties reasonably expected to result from the
distribution.

- ---------------------------------------------------------------------------------------------------------------
N. SPECIAL VESTING RULES
- ---------------------------------------------------------------------------------------------------------------

[NOTE: DO NOT COMPLETE IF THE PLAN PROVIDES FOR FULL AND IMMEDIATE VESTING OF ALL CONTRIBUTION ACCOUNTS. SKIP TO
SECTION O.]

VESTING: N.1. A Participant's vested percentage in his/her Employee Pre-Tax, After-Tax,
[PLAN SEC. 10.2(e)] Deductible, Forfeiture Restoration and Rollover Contribution Accounts, and
in his/her Employer Safe-Harbor Matching, Qualified Matching, Safe-Harbor
Profit Sharing and Qualified Profit Sharing Contribution Accounts, will be
100% at all times.

A Participant's vested percentage in his/her Employer Regular Matching
Contribution Account will be determined under I.11.

A Participant's vested percentage in his/her Employer Regular Profit
Sharing Contribution Account will be determined under J.9.

SERVICE DISREGARDED FOR N.2. To determine the vested percentage of a Participant in his/her Employer
VESTING: Regular Matching or Regular Profit Sharing Contribution Account,
[PLAN SEC. 10.2(f)] Service ... [CHECK EACH THAT APPLIES]:

a. [X] before the Participant attained the age of 18 [18 OR LESS]

b. [ ] before any Controlled Group Member first maintained this Plan (or a
predecessor plan)

... will be disregarded ....

c. [ ] Such Service also will be disregarded for purposes of determining
... [CHECK EACH THAT APPLIES]:

1. [ ] Early Retirement Age.
2. [ ] whether a Participant has satisfied the requirements to
receive an in-service withdrawal that is conditioned on
vesting Service.

SPECIAL VESTING EVENTS: N.3. A Participant will be fully vested in an Employer Regular Matching and/or
[PLAN SEC. 10.2(b)] Regular Profit Sharing Contribution Account if he/she ... [CHECK EACH THAT
APPLIES]:

a. [X] dies
b. [X] becomes Disabled
c. [ ] attains age __ [LESS THAN NORMAL RETIREMENT AGE]
d. [ ] attains Early Retirement Age

... while employed with a Controlled Group Member. [NOTE: A PARTICIPANT
WILL IN ALL EVENTS BE FULLY VESTED UPON ATTAINMENT OF NORMAL RETIREMENT
AGE WHILE EMPLOYED WITH A CONTROLLED GROUP MEMBER.]

FORFEITURES: N.4. The portion of an Employer Regular Matching or Regular Profit Sharing
[PLAN SEC. 10.2(g)] Contribution Account in which a Participant is not vested will become
become a Forfeiture on the earlier of the date the Participant incurs a
period of five consecutive one year Breaks in Service or the ... [CHECK
ONE]:

a. [ ] first day of the Plan Year after the Plan Year in which
b. [ ] last day of the Plan Year in which
c. [X] date on which
d. [ ] last day of the ... [CHECK ONE]:

1. [ ] first
2. [ ] second
3. [ ] third
4. [ ] fourth
5. [ ] fifth

... Plan Year after the Plan Year in which

... the Participant receives a full distribution of the vested portion
of the Contribution

Account (or immediately upon Termination of Service if the Participant
is not vested in the Contribution Account).

VESTING FORMULA FOR N.5. If a Participant receives a distribution after his/her Termination of
PARTIALLY VESTED: Service of less than the full vested balance of a partially vested
[PLAN SEC. 10.2(c) AND (g)] Employer Regular Matching or Regular Profit Sharing Account...[CHECK ONE]:

a. [X] the following formula will apply after the distribution to determine
the vested portion of the Contribution Account ... [CHECK ONE]: [NOTE:
UNDER THIS OPTION, A PARTIAL DISTRIBUTION WILL NOT RESULT IN AN
IMMEDIATE FORFEITURE.] [NOTE: THIS FORMULA WILL ALSO APPLY IF A
PARTICIPANT IS ELIGIBLE TO AND DOES RECEIVE AN IN-SERVICE WITHDRAWAL
(INCLUDING THOSE FOR HARDSHIP) FROM A PARTIALLY VESTED EMPLOYER
REGULAR MATCHING AND REGULAR PROFIT SHARING ACCOUNT.]

1. [ ] P(AB+D)-D
2. [X] P[AB+(RxD)]-(RxD)

b. [ ] a proportionate share of the remaining balance of the Contribution
Account will immediately become a Forfeiture. [NOTE: UNDER THIS
OPTION, THE FORFEITURE WILL BE IMMEDIATELY TAKEN FROM THE
CONTRIBUTION ACCOUNT AND CREDITED TO THE PENDING ALLOCATION ACCOUNT
REFLECTING FORFEITURES.]

If a Participant makes a withdrawal (including those for Hardship)
before his/her Termination of Service from a partially vested
Employer Regular Matching or Regular Profit Sharing Contribution
Account, the formula that will apply to determine the vested portion
of such Contribution Account after the in-service withdrawal is ...
[CHECK ONE]: [NOTE: THE VARIABLES USED IN THE FOLLOWING FORMULAS ARE
DESCRIBED IN PLAN SEC. 10.2(c).]

1. [ ] N/A - In-service withdrawals are not permitted from
partially vested Accounts.
2. [ ] P(AB+D)-D
3. [ ] P[AB+(RxD)]-(RxD)

REINSTATEMENT UPON RETURN N.6. A Participant who has a Termination of Service, receives a distribution
TO SERVICE: of the vested portion of an Employee Regular Matching or Regular Profit
[PLAN SEC. 10.2(h)] Sharing Contribution Account and returns to Covered Employment ... [CHECK ONE]:

a. [X] will
b. [ ] will not

... be required to repay the prior distribution in order to have thE
amount of a prior Forfeiture reinstated to such Contribution Account.

SPECIAL VESTING RULES FOR N.7. The value attributable to a life insurance policy held for the Contribution
LIFE INSURANCE: Account of the Participant will be...[CHECK ONE]:
[PLAN SEC. 10.3]
a. [X] N/A - life insurance is not available from a partially vested
Contribution Account.

b. [ ] fully vested notwithstanding the normal vesting rules applicable to
the Contribution Account.

c. [ ] subject to the normal vesting rules applicable to the Contribution
Account ... [CHECK IF APPLICABLE]:

1. [ ] and all premiums paid on a term life policy (other than
unearned premiums returned by the insurance company to the
Trustee or Custodian) and, in the case of a cash value
policy ... [CHECK ONE]:

a. [ ] the excess of the premium paid over the cash
surrender value of the policy

b. [ ] the PS-58 cost charged to the Participant as a
result of the Trustee or Custodian holding the
policy

... will be treated as a withdrawal for purposes of applying
the formula specified in N.5.

- ---------------------------------------------------------------------------------------------------------------
O. EMPLOYER SECURITIES
- ---------------------------------------------------------------------------------------------------------------

EMPLOYER SECURITIES: O.1. The Plan ... [CHECK ONE]:
[PLAN SEC. 14.15 AND 14.16]
a. [X] may not [SKIP TO SECTION P.]
b. [ ] may

... hold Qualifying Employer Securities or Predecessor Employer
Securities.

VOTING PROVISIONS: O.2. A Participant will be allowed to direct the vote on Qualifying Employer
[PLAN SECS. 14.15(d) AND Securities credited to his/her Account on ... [CHECK ONE]: [NOTE: A
14.16] PARTICIPANT IS NOT ALLOWED TO VOTE WITH RESPECT TO PREDECESSOR EMPLOYER
SECURITIES.]

a. [ ] any matter put to the vote of shareholders. Qualifying Employer
Securities for which Participants fail to provide timely direction
will be voted ... [CHECK ONE]:

1. [ ] in the same proportion as the votes cast on securities
for which other Participants provide timely direction.
2. [ ] at the discretion of the Lead Employer, or a Named
Fiduciary or Investment Manager designated by the Lead
Employer.
3. [ ] at the discretion of the Trustee.

b. [ ] any significant corporate event (as defined in Plan Sec. 14.15(e)).
... [COMPLETE 1. AND 2.]:

1. Qualifying Employer Securities for which Participants fail to
provide timely direction will be voted ... [CHECK ONE]:

a. [ ] in the same proportion as the votes cast on securities
for which other Participants provide timely direction.

b. [ ] at the discretion of the Lead Employer, or a Named
Fiduciary or Investment Manager designated by the Lead
Employer.

c. [ ] at the discretion of the Trustee.

2. With respect to any matter other than a significant corporate event,
Qualifying Employer Securities will be voted ... [CHECK ONE]:

a. [ ] at the discretion of the Lead Employer, or a Named
Fiduciary or Investment Manager designated by the Lead
Employer.

b. [ ] at the discretion of the Trustee.

c. [ ] N/A - not allowed to direct any vote. Qualifying Employer Securities
will be voted ... [CHECK ONE]:

1. [ ] at the discretion of the Lead Employer, or a Named
Fiduciary or Investment Manager designated by the Lead Employer.

2. [ ] at the discretion of the Trustee.

TENDER PROVISIONS: O.3. A Participant will be allowed to direct the hold or sell/exchange decision
[PLAN SECS. 14.15(e) on Qualifying Employer Securities or Predecessor Employer Securities credited
AND 14.16] to his/her Account in ... [CHECK ONE]:

a. [ ] any ... [CHECK ONE OR BOTH]:

1. [ ] tender or exchange offer.
2. [ ] cash or stock offer made in connection with a merger or
other corporate transaction.

Qualifying Employer Securities or Predecessor Employer Securities
for which Participants fail to provide timely direction will be
held or sold/exchanged ... [CHECK ONE]:

3. [ ] in the same proportion as the securities for which other
Participants

provide timely direction.
4. [ ] at the discretion of the Lead Employer, or a Named
Fiduciary or Investment Manager designated by the Lead
Employer.
5. [ ] at the discretion of the Trustee.

b. [ ] N/A - not allowed to direct the hold or sell/exchange decision in
any corporate transaction. Qualifying Employer Securities or
Predecessor Employer Securities will be held or sold/exchanged ...
[CHECK ONE]:

1. [ ] at the discretion of the Lead Employer, or a Named
Fiduciary or Investment Manager designated by the Lead
Employer.
2. [ ] at the discretion of the Trustee.

IN-KIND DISTRIBUTION OPTION: O.4. A Participant ... [CHECK ONE]:
[PLAN SEC. 12.3(c)]
a. [ ] may not take an in-service withdrawal (including those for
Hardship) or a distribution following Termination of Service in the
form of Qualifying Employer Securities or Predecessor Employer
Securities.

b. [ ] may take ... [CHECK EACH THAT APPLIES]:

1. [ ] an in-service withdrawal (if otherwise available) ... [CHECK ONE]:

a. [ ] including
b. [ ] excluding

... those for Hardship.

2. [ ] a distribution following Termination of Service

... in the form of Qualifying Employer Securities or Predecessor Employer
Securities (to the extent the applicable Contribution Account is then
invested in such securities).

- ---------------------------------------------------------------------------------------------------------------
P. PAYMENT OF BENEFITS
- ---------------------------------------------------------------------------------------------------------------

BALANCES LESS THAN CASH- P.1. The Benefit subject to involuntary cash-out is ... [CHECK ONE]:
OUT AMOUNT:
[PLAN SEC. 12.4] a. [X] $5000 [$5,000 OR LESS].

b. [ ] N/A - involuntary cash-out distributions will not be made. [SKIP
TO P.3.]

P.2. If a Benefit is subject to involuntary cash-out, the payment will be made
to the Participant or Beneficiary as soon as administratively practicable
after ... [CHECK ONE]: [NOTE: THE TIMING OF DISTRIBUTIONS SHOULD BE
COORDINATED WITH THE VALUATION DATE(S), WHICH ARE THE DATE(S) ON WHICH
ASSETS ARE VALUED UNDER THE PLAN.]

a. [ ] Termination of Service.
b. [ ] the first day of the ... [CHECK ONE]:

1. [ ] month
2. [ ] Plan Year quarter
3. [ ] Plan Year

... following Termination of Service.

c. [X] other [SPECIFY]: the first day of any Plan Year and the first day of
the seventh month of any Plan Year following termination of
employment [AT LEAST AS SOON AS B.3]

BALANCES MORE THAN CASH- P.3. If a Benefit is not subject to involuntary cash-out, the earliest that
OUT AMOUNT: the Participant or Beneficiary may elect to receive payment is as soon
[PLAN SEC. 12.3(a)] as administratively practicable after ... [CHECK ONE]: [NOTE: THE TIMING
OF DISTRIBUTIONS SHOULD BE COORDINATED WITH THE VALUATION DATES, WHICH
ARE THE DATE(S) ON WHICH ASSETS ARE VALUED UNDER THE PLAN.]

a. [X] Termination of Service.

b. [ ] the first day of the ... [CHECK ONE]:

1. [ ] month
2. [ ] Plan Year quarter
3. [ ] Plan Year

... following Termination of Service.

c. [ ] the later of Termination of Service or attainment of ... [CHECK
ONE]:

1. [ ] Normal Retirement Age.
2. [ ] age ___ [LESS THAN NORMAL RETIREMENT AGE].

d. [ ] a Break in Service of __ years has occurred following Termination of
Service.

e. [ ] other [SPECIFY]: ___ [NO LATER THAN NORMAL RETIREMENT AGE]

P.4. A Benefit may be paid after Termination of Service and prior to the
earliest payment date specified above if ... [CHECK a., OR EACH OF b.
THROUGH d. THAT APPLIES]:

a. [X] N/A - earlier payment is not permitted.

b. [ ] Termination of Service occurs because the Participant ... [CHECK
EACH THAT APPLIES]:

1. [ ] died.
2. [ ] became Disabled.
3. [ ] retired after ... [CHECK ONE]:

a. [ ] Early Retirement Age.

b. [ ] age [LESS THAN NORMAL RETIREMENT AGE].

c. [ ] the Benefit does not exceed $___ [SPECIFY DOLLAR AMOUNT].

d. [ ] the Participant is under a Hardship.

P.5. A Benefit must be paid (or must commence) to a Participant or
Beneficiary ... [CHECK ONE]:

a. [X] by the date distributions are required to commence under Code ss.
401(a)(9).

b. [ ] on or as soon as administratively practicable after the
Participant's Normal Retirement Age (or age 62, if later) ... [CHECK
IF APPLICABLE]:

1. [ ] even if the Participant then remains employed with a
Controlled Group Member.

[NOTE: IF A BENEFIT IS PAID (OR COMMENCES) AND ALLOCATIONS ARE
SUBSEQUENTLY MADE TO THE ACCOUNT, THE ADDITIONAL BENEFIT RESULTING FROM
SUCH ALLOCATIONS WILL BE PAID IN THE SAME FORM AS SOON AS
ADMINISTRATIVELY PRACTICABLE FOLLOWING THE CLOSE OF EACH PLAN YEAR OR
FOLLOWING TERMINATION OF SERVICE.]

PAYMENT FORMS: P.6. The methods of payment permitted under the Plan (for Benefits in excess
[PLAN SECS. 12.3(b) AND 12.6] of the cash-out amount) include ... [CHECK EACH THAT APPLIES]:
[NOTE: MINIMUM DISTRIBUTIONS WILL IN ALL EVENTS BE MADE IN ACCORDANCE
WITH CODE ss.401(a)(9).]

a. [X] a lump sum payment ... [CHECK IF APPLICABLE]:

1. [ ] including partial payments made at the request of the
Participant or Beneficiary.

b. [X] installments ... [CHECK EACH THAT APPLIES]:

1. [X] over a fixed period that does not exceed ... [CHECK EACH
THAT APPLIES]:

a. [X] a number of years equal to the life expectancy of
the Participant, as determined under Table V in
Treas. Reg. ss. 1.72-9.

b. [X] a number of years equal to the joint life and last
survivor

expectancy of the Participant and his/her
Beneficiary, as determined under Table VI in
Treas. Reg. ss. 1.72-9.

c. [ ] __ years.

d. [ ] the shorter of __ months or the applicable life
expectancy under Code ss. 401(a)(9).

e. [X] other [SPECIFY]: participant or beneficiary may at
any time elect to accelerate payment of unpaid
balance.

2. [ ] of a fixed amount, as directed by the Participant or
Beneficiary.

c. [ ] purchase of a period-certain annuity contract.

d. [ ] purchase of any type of annuity contract (including a life
annuity), in which case, the qualified annuity requirements of the
Plan apply ... [CHECK 1. OR 2., AND COMPLETE 3. AND 4.]:

1. [ ] to all Participants
2. [ ] only to a Participant who elects a life annuity form of
payment.

3. The Qualified Joint and Survivor Annuity is a joint and survivor
annuity with a survivor percentage of ___% [NOT LESS THAN 50% OR
MORE THAN 100%].

4. The Qualified Preretirement Survivor Annuity is the life annuity
that can be purchased with ... [CHECK ONE]:

a. [ ] 100%
b. [ ] 50%

... of the Participant's Benefit.

P.7. The payment options specified above apply to ... [CHECK ONE]:

a. [X] all Contribution Accounts.

b. [ ] Contribution Accounts (or subaccounts thereunder) reflecting
contributions made after __ [MONTH DAY, YEAR], and the payment options
in effect under the Plan prior to such date will apply to all other
Contribution Accounts (or subaccounts thereunder).

[NOTE: PAYMENT OPTIONS THAT WERE AVAILABLE UNDER THE PLAN PRIOR TO THE
LATER OF THE EFFECTIVE DATE OR ADOPTION DATE OF AN AMENDMENT TO THE PLAN
GENERALLY CANNOT BE ELIMINATED. IF THE PAYMENT OPTIONS ARE CHANGED TO BE
MORE RESTRICTIVE, SEPARATE SUBACCOUNTS MUST BE MAINTAINED TO REFLECT THE
PORTION OF EACH CONTRIBUTION ACCOUNT SUBJECT TO THE PRIOR PAYMENT OPTIONS
WHICH CANNOT BE ELIMINATED.]

PAYMENT MEDIUM: P.8. The medium of payment permitted with respect to a non-annuity distribution
[PLAN SEC. 12.3(c)] under the Plan is ... [CHECK ONE]:

a. [ ] cash only.
b. [X] cash or in-kind.

[NOTE: DISTRIBUTION OF QUALIFYING EMPLOYER SECURITIES OR PREDECESSOR
EMPLOYER SECURITIES IS GOVERNED BY O.4.]

BENEFICIARY: P.9. If a designation of Beneficiary is not on file, or if all designated
[PLAN SECS. 13.1 AND 13.3] Beneficiaries predecease the Participant, the Beneficiary will be the
... [CHECK ONE]:

a. [X] Participant's Spouse, or if no Surviving Spouse, the Participant's
estate.

b. [ ] person or persons surviving in the first of the following classes
in which there is a survivor, share and share alike:

1. Participant's Spouse.
2. Participant's children, except that if any of those children
predeceases the Participant but leaves issue surviving, such
issue will take by right of representation the share their
parent would have taken if living.
3. Participant's parents.

4. Participant's brothers and sisters.
5. Participant's estate.

c. [ ] other [SPECIFY]:

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

[NOTE: THE PARTICIPANT'S SPOUSE MUST BE THE FIRST PRIMARY
BENEFICIARY.]

P.10. The Spouse of a Participant must consent to a designation of another or
different primary Beneficiary ... [CHECK ONE]:

a. [X] under all circumstances.

b. [ ] only if the Participant and Spouse have been married for one year.
[NOTE: A DESIGNATION WILL CEASE TO BE EFFECTIVE AFTER ONE YEAR
WITHOUT CONSENT.]

P.11. A Beneficiary ... [CHECK ONE]:

a. [X] may not
b. [ ] may

... designate a successor beneficiary to take upon the death of the first
Beneficiary. [NOTE: THIS DESIGNATION WILL NOT OPERATE TO CHANGE ANY
DESIGNATION MADE BY THE PARTICIPANT. THUS, A BENEFICIARY MAY DESIGNATE A
SUCCESSOR ONLY IF SUCH DESIGNATION IS NOT INCONSISTENT WITH A DESIGNATION
MADE BY THE PARTICIPANT.]

MINIMUM DISTRIBUTIONS: P.12. The Required Beginning Date of a Participant will be ... [CHECK ONE]:
[PLAN SECS. 2.62 AND 12.7]
a. [X] the April 1 of the calendar year after the later of the calendar year
in which the Participant attains age 70 1/2, or (except in the case
of a Participant who is a more than five-percent owner in the Plan
Year ending in the calendar year in which he/she attains age 70 1/2),
the calendar year of Termination of Service.

Special Effective Date [COMPLETE ONLY IF THIS ADOPTION AGREEMENT
IMPLEMENTS A CHANGE IN THE REQUIRED BEGINNING DATE FROM b. TO a.
AFTER THE PLAN HAS BEEN AMENDED FOR GUST]:
The above date will be treated as the Required Beginning Date effective
[MONTH DAY, YEAR]. A Participant who attained age 70 1/2 prior to this
date and who has not had a Termination of Service ... [CHECK ONE]:

1. [ ] may not elect to stop minimum distributions.
2. [ ] may elect to stop minimum distributions and recommence
such distributions by the April 1 of the calendar year
after the calendar year of his/her Termination of Service,
and the new commencement date ... [CHECK ONE]:

a. [ ] will
b. [ ] will not

... be treated as a new Benefit Starting Date for purposes
of the Plan.
[NOTE: THE OPTION TO STOP MINIMUM DISTRIBUTIONS DOES NOT
APPLY TO A PARTICIPANT WHO IS A MORE THAN FIVE-PERCENT
OWNER IN THE PLAN YEAR ENDING IN THE CALENDAR YEAR IN WHICH
HE/SHE ATTAINS AGE 70 1/2.]

b. [ ] the April 1 of the calendar year after the Participant attains age
70 1/2. [NOTE: THIS OPTION IS NOT APPROPRIATE FOR A NEW PLAN WITH AN
ORIGINAL EFFECTIVE DATE ON OR AFTER JANUARY 1, 1997.]

P.13. To determine the minimum distribution required to be made to a
Participant prior to death, ... [CHECK ONE]: [NOTE: ONLY THE LIFE
EXPECTANCY OF THE PARTICIPANT AND HIS/HER SPOUSE BENEFICIARY ARE ELIGIBLE
FOR RECALCULATION.]

a. [ ] the Participant can elect the life expectancies to be recalculated.
In the absence of an election, ... [CHECK ONE]:

1. [ ] the life expectancy of the Participant will be
recalculated annually, and the life expectancy of his/her
Spouse Beneficiary ... [CHECK ONE]:

a. [ ] also will be recalculated annually.
b. [ ] will not be recalculated.

2. [ ] life expectancies will not be recalculated.

b. [X] the life expectancy of the Participant will be recalculated annually,
and the life expectancy of his/her Spouse Beneficiary ... [CHECK
ONE]:

1. [X] also will be recalculated annually.
2. [ ] will not be recalculated.

c. [ ] life expectancies will not be recalculated.

P.14. To determine the minimum distribution required to be made to a
Beneficiary when the Participant dies prior to the Required Beginning
Date (and prior to commencement of an irrevocable annuity), the 5-year
rule ... [CHECK ONE]:

a. [ ] applies in all cases. [SKIP TO SECTION Q.]
b. [X] applies, except that ... [CHECK EACH THAT APPLIES]:

1. [ ] a Spouse Beneficiary
2. [X] any Beneficiary

... may elect to have minimum distributions commence by December 31
of the year following the year of the Participant's death, and such
minimum distributions may continue beyond the 5-year limit. ...
[CHECK IF APPLICABLE]:

3. [X] A Spouse Beneficiary may further elect to have minimum
distributions commence at any time prior to December 31 of the
calendar year in which the Participant would have reached age
70 1/2.

P.15. To determine the minimum distribution required to be made to a Spouse
Beneficiary when the Participant dies prior to the Required Beginning
Date (and prior to commencement of an irrevocable annuity), ... [CHECK
ONE]:

a. [ ] the Spouse Beneficiary can elect whether his/her life expectancy is
to be recalculated. In the absence of an election, life expectancy
... [CHECK ONE]:

1. [ ] will be recalculated annually.
2. [ ] will not be recalculated.

b. [X] the life expectancy of the Spouse Beneficiary will be recalculated
annually.
c. [ ] the life expectancy of the Spouse Beneficiary will not be
recalculated.

- ---------------------------------------------------------------------------------------------------------------
Q. TOP-HEAVY PROVISIONS
- ---------------------------------------------------------------------------------------------------------------

TOP-HEAVY ELIGIBLE Q.1. A Top-Heavy Eligible Participant is an Active Participant at some time
PARTICIPANT: during the Plan Year who is an Employee on the last day of the Plan Year
[PLAN SEC. 17.4(k)] and who is a Non-Key Employee ... [CHECK IF APPLICABLE]:

a. [ ] or a Key Employee ... with respect to the Plan Year.

TOP-HEAVY CONTRIBUTION Q.2. If the Plan is Top-Heavy and a defined contribution minimum must be
REQUIREMENT: provided under this Plan, the minimum contribution requirement will
[PLAN SEC. 17.1] be satisfied ... [CHECK ONE]:

a. [ ] by means of an additional contribution made solely on behalf of the
Top-Heavy Eligible Participants. [NOTE: UNDER THIS OPTION, THE
EMPLOYER SAFE-HARBOR AND/OR REGULAR PROFIT SHARING CONTRIBUTION WILL
BE DETERMINED OR ALLOCATED AS PROVIDED IN SECTION H. AND/OR J, AND
ADDITIONAL CONTRIBUTIONS WILL BE MADE AS NECESSARY TO SATISFY PLAN
SEC. 17.1(a).]

b. [X] by modification of the otherwise applicable contribution formula or
allocation method for the Employer Safe-Harbor or Regular Profit
Sharing Contributions in accordance with Plan Sec. 17.1(b). [NOTE:
THIS OPTION IS NOT APPROPRIATE IF THE PLAN DOES NOT OTHERWISE PROVIDE
FOR AN EMPLOYER SAFE-HARBOR OR REGULAR PROFIT SHARING CONTRIBUTION.
UNDER THIS OPTION, THE EMPLOYER SAFE-HARBOR AND/OR REGULAR PROFIT
SHARING CONTRIBUTIONS WILL NOT BE DETERMINED OR ALLOCATED AS PROVIDED
IN SECTION H. AND/OR J., BUT WILL INSTEAD BE DETERMINED OR ALLOCATED
AS PROVIDED IN PLAN SEC. 17.1(b).]

TOP-HEAVY VESTING SCHEDULE: Q.3. If the Plan was, but has ceased to be, Top-Heavy, the applicable
[PLAN SEC. 17.2] vesting schedule specified in Plan Sec. 17.2 will...[CHECK ONE]:

a. [ ] cease to apply. [NOTE: THIS WILL BE TREATED AS AN AMENDMENT TO THE
VESTING SCHEDULE THAT IS SUBJECT TO THE PARTICIPANT ELECTION
SPECIFIED IN PLAN SEC. 10.2(k).]

b. [X] continue to apply to all Participants.

c. [ ] continue to apply to any Participant who has three or more years of
vesting Service as of the last day the Plan is Top-Heavy (but not any
other Participant).

[NOTE: IF THE VESTING SCHEDULE SPECIFIED IN PLAN SEC. 17.2 CONTINUES TO
APPLY, A PARTICIPANT'S VESTED PERCENTAGE WILL BE THE GREATER OF THE
VESTED PERCENTAGE UNDER SUCH SCHEDULE OR THE VESTING SCHEDULE THAT
OTHERWISE APPLIES UNDER THE PLAN.]

COORDINATION WITH OTHER Q.4. Does any Controlled Group Member maintain another qualified plan? [CHECK
QUALIFIED PLANS: ONE]:
[PLAN SEC. 17.1]
a. [X] No. [SKIP TO SECTION R.]
b. [ ] Yes.

Q.5. If this Plan is Top-Heavy, and if a Participant also is covered under
another qualified defined contribution plan, the defined contribution
minimum will be provided under ... [CHECK ONE]:

a. [ ] N/A - no such plan exists.
b. [ ] the following plan [SPECIFY NAME]: ___.
c. [ ] this Plan.

Q.6. If this Plan is Top-Heavy, and if a Participant also is covered under a
qualified defined benefit plan, ... [CHECK ONE]:

a. [ ] N/A - no such plan exists. [SKIP TO SECTION R.]

b. [ ] a defined benefit minimum of 2% per year of service (up to 20%)
will be provided under the defined benefit plan.

c. [ ] a defined contribution minimum of 5% will be provided under the
defined contribution plan designated in Q.5. (or if there is no other
defined contribution plan, or if another defined contribution plan is
designated in Q.5. but the Participant is not covered under such
plan, then under this Plan).

d. [ ] other [SPECIFY MANNER IN WHICH TOP-HEAVY BENEFIT WILL BE PROVIDED;
ATTACH ADDENDUM IF NECESSARY]: __ .

Q.7. The Top-Heavy Ratio will be determined using the following interest rate
and mortality assumptions to value accrued benefits under defined benefit
plans [COMPLETE]:

Interest: ___%
Mortality: ___.

- ---------------------------------------------------------------------------------------------------------------
R. CODE SS. 415 COORDINATION
- ---------------------------------------------------------------------------------------------------------------

415 COMPENSATION: R.1. The 415 Compensation of a Participant is his/her ... [CHECK ONE]:
[PLAN SEC. 18.4(b)]
a. [X] Plan Compensation determined without regard to any exclusions elected
in E.2. and without regard to the compensation limit imposed under
Code ss. 401(a)(17).

b. [ ] earnings required to be reported in the Wages, Tips and other
Compensation box of Form W-2.

c. [ ] earnings for purposes of Code ss. 415(c)(3).

d. [ ] earnings for purposes of federal income for withholding.

[NOTE: FOR LIMITATION YEARS BEGINNING ON OR AFTER JANUARY 1, 1998, 415
COMPENSATION INCLUDES ELECTIVE DEFERRALS AND ANY CONTRIBUTIONS MADE AT
THE ELECTION OF THE PARTICIPANT TO A CAFETERIA PLAN THAT IS EXCLUDED FROM
GROSS INCOME UNDER CODE SS. 125.]

LIMITATION YEAR: R.2. The Limitation Year with respect to the Plan is the...[CHECK ONE OF a.
[PLAN SEC. 18.4(h)] OR b., AND CHECK c. IF IT APPLIES]:

a. [X] Plan Year.

b. [ ] twelve-consecutive-month period ending each [MONTH DAY].

[CHECK c. IF THE LIMITATION YEAR HAS BEEN AMENDED]

c. [ ] The Limitation Year has been amended. The last Limitation Year
before the amendment ended __ [MONTH DAY, YEAR], and the short
Limitation Year resulting from the amendment began on the next day
and ended __ [MONTH DAY, YEAR].

CORRECTION METHOD: R.3 If Excess Annual Additions have been made under the Plan, the correction
[PLAN SEC. 18.1(b)] will be made using the ... [CHECK ONE]: [NOTE: THE FOLLOWING CORRECTION
METHOD APPLIES ONLY AFTER EMPLOYEE PRE-TAX AND AFTER-TAX CONTRIBUTIONS
FOR THE LIMITATION YEAR HAVE BEEN REFUNDED TO THE PARTICIPANT.]

a. [X] individual reduction method - that is, the Excess Annual Additions
will remain in the Participant's Account (so long as he/she remains
an Active Participant) and will reduce Employer Contributions made on
behalf of such Participant in future Limitation Years.

b. [ ] suspense account method - that is, the Excess Annual Additions will
be placed in the Pending Allocation Account and will reduce Employer
Contributions of all Participants in future Limitation Years.

c. [ ] current allocation method - that is, the Excess Annual Additions
will be reallocated among other Active Participants as of the last
day of the current Limitation Year in proportion to Plan
Compensation.

R.4. If a Pending Allocation Account is ever maintained to hold Excess Annual
Additions, such Account ... [CHECK ONE]: [NOTE: AN ELECTION MUST BE MADE
EVEN IF THE INDIVIDUAL REDUCTION METHOD IS USED TO CORRECT EXCESS ANNUAL
ADDITIONS, BECAUSE EXCESS ANNUAL ADDITIONS THAT REMAIN IN A PARTICIPANT'S
CONTRIBUTION ACCOUNTS AT TERMINATION OF SERVICE MUST THEN BE CREDITED TO
A PENDING ALLOCATION ACCOUNT.]

a. [X] will
b. [ ] will not

... share in investment gains and losses under the Plan.

COORDINATION WITH OTHER R.5. Does any Controlled Group Member maintain (i) another qualified defined
PLANS: plan contribution (other than another master or prototype plan), (ii) a
[PLAN SEC. 18.2 AND 18.3] simplified employee pension as defined in Code ss. 408(a), (iii) a
welfare benefit fund as defined in Code ss. 419(e), or (iv) an individual
medical account as defined in Code ss. 415(l)(2), under which amounts are
treated as Annual Additions with respect to any Participant in this Plan?
[CHECK ONE]:

a. [X] No. [SKIP TO SECTION S.]
b. [ ] Yes.

R.6. If a Participant is covered under another qualified defined contribution
plan (other than a master or prototype plan) or under a simplified
employee pension, welfare benefit fund or individual medical account of a
Controlled Group Member, ... [CHECK ONE]:

a. [ ] the method used to coordinate the limit on Annual Additions will be
the same method that would be used for a master or prototype plan
under Plan Sec. 18.2(a).

b. [ ] the Excess Annual Additions will be attributed ... [CHECK ONE]:

1. [ ] last
2. [ ] first

... to this Plan.

c. [ ] other [SPECIFY THE METHOD THAT WILL BE USED TO COORDINATE THE
ANNUAL ADDITION LIMITS IN A MANNER THAT PRECLUDES DISCRETION; ATTACH
ADDENDUM IF NECESSARY]: plan.

- ---------------------------------------------------------------------------------------------------------------
S. SPECIAL TESTING RULES
- ---------------------------------------------------------------------------------------------------------------

[NOTE: IF THIS ADOPTION AGREEMENT AMENDS THE PLAN TO RETROACTIVELY COMPLY WITH THE SMALL BUSINESS JOB
PROTECTION ACT OF 1996 AND THE TAXPAYER RELIEF ACT OF 1997, COMPLETE AND ATTACH THE "SPECIAL TESTING RULES
ADDENDUM".]

HIGHLY COMPENSATED S.1. An Employee will be a Highly Compensated Employee if he/she is a more
EMPLOYEES: than five-percent owner at any time during the current Plan Year or the
[PLAN SEC. 2.35] twelve-consecutive-month period immediately preceding the current Plan
Year. [NOTE: THE CONSTRUCTIVE OWNERSHIP RULES UNDER CODE ss. 318 APPLY
FOR DETERMINING WHO IS A MORE THAN FIVE-PERCENT OWNER.]

An Employee also will be a Highly Compensated Employee if his/her
Compensation during the look-back period exceeded the limit in effect
under Code ss. 414(q)(1)(B) ... [CHECK IF APPLICABLE]: [NOTE: THE
FOLLOWING ELECTION CAN ONLY BE MADE IF IT IS MADE IN ALL PLANS OF ALL
CONTROLLED GROUP MEMBERS.]

a. [ ] and the Employee was in the top-paid group for the look-back
period.

S.2. The look-back period is the ... [CHECK ONE]:

a. [X] twelve-consecutive-month period immediately preceding the current
Plan Year.

b. [ ] calendar year ending within the current Plan Year. [NOTE: THIS
ELECTION IS NOT APPROPRIATE IF THE PLAN YEAR IS THE CALENDAR YEAR,
AND CAN ONLY BE MADE IF IT IS MADE IN ALL PLANS (OTHER THAN CALENDAR
YEAR PLANS) OF ALL CONTROLLED GROUP MEMBERS.]

- ---------------------------------------------------------------------------------------------------------------
[NOTE: COMPLETE S.3. THROUGH S.10. ONLY IF THE PLAN HAS AN EMPLOYEE PRE-TAX OR AFTER-TAX COMPONENT.]

ADP/ACP TESTING METHOD: S.3. The Actual Deferral Percentage Test and the Actual Contribution
[PLAN SEC. 19.2 AND 19.3] Percentage Test will be applied using the ... [SELECT THE METHOD BEING USED
FOR THE PLAN YEAR FOR WHICH THIS ADOPTION AGREEMENT IS EFFECTIVE]: [NOTE:
IF THE PLAN IS DESIGNATED AS A SAFE-HARBOR PLAN, IT WILL BE DEEMED TO BE
USING THE CURRENT YEAR TESTING METHOD - THUS, b. MUST BE ELECTED BELOW.]

a. [ ] prior year testing method. [NOTE: IF THE PLAN FIRST IS REQUIRED TO
APPLY THE ACTUAL DEFERRAL PERCENTAGE TEST OR ACTUAL CONTRIBUTION
PERCENTAGE TEST IN A PLAN YEAR BEGINNING ON OR AFTER JANUARY 1, 1997
(AND THE PLAN IS NOT A SUCCESSOR PLAN), AND THE PRIOR YEAR TESTING
METHOD IS USED FOR SUCH PLAN YEAR, THEN THE TEST

WILL BE APPLIED FOR SUCH PLAN YEAR USING THE GREATER OF (I) 3%, OR
(II) THE ACTUAL DEFERRAL PERCENTAGE OR ACTUAL CONTRIBUTION
PERCENTAGE, AS APPROPRIATE, OF THE NON-HIGHLY COMPENSATED EMPLOYEES
FOR SUCH PLAN YEAR.]

b. [X] current year testing method. [NOTE: THE CURRENT YEAR TESTING ELECTION
CAN BE CHANGED ONLY UNDER CIRCUMSTANCES PRESCRIBED BY THE IRS.]

OTHER ELECTIONS REGARDING S.4. In applying the Actual Deferral Percentage Test, ... [CHECK EACH THAT
ADP/ACP TESTING: APPLIES]:
[PLAN SEC. 19.2, 19.3 AND 19.4]

a. [X] Employer Regular Matching Contributions (to the extent such
contributions satisfy the requirements to be Employer Qualified
Matching Contributions (QMACs))

b. [X] Employer Regular Profit Sharing Contributions (to the extent such
contributions satisfy the requirements to be Employer Qualified
Profit Sharing Contributions (QNECs))

... may be taken into account under such test at the discretion of the
Plan Administrator.

S.5. In applying the Actual Contribution Percentage Test, ... [CHECK EACH THAT
APPLIES]:

a. [X] Employee Pre-Tax Contributions

b. [X] Employer Regular Profit Sharing Contributions (to the extent such
contributions satisfy the requirements to be Employer Qualified
Profit Sharing Contributions (QNECs))

... may be taken into account under such test at the discretion of the
Plan Administrator.

[NOTE: EMPLOYER QUALIFIED MATCHING (QMACs) AND QUALIFIED PROFIT SHARING
(QNECs) CONTRIBUTIONS (IF PERMITTED UNDER THE PLAN) MAY IN ALL CASES BE
TAKEN INTO ACCOUNT IN APPLYING THE ACTUAL DEFERRAL PERCENTAGE TEST AND
ACTUAL CONTRIBUTION PERCENTAGE TEST. ALSO, EMPLOYER SAFE-HARBOR PROFIT
SHARING CONTRIBUTIONS MAY BE TAKEN INTO ACCOUNT IN APPLYING THE ACTUAL
CONTRIBUTION PERCENTAGE TEST, BUT ONLY TO THE EXTENT THEY EXCEED THE
MINIMUM CONTRIBUTION REQUIRED TO QUALIFY AS SAFE-HARBOR CONTRIBUTIONS
UNDER CODE ss. 401(k).]

S.6. If Employee After-Tax Contributions are allowed under the Plan,
Employee Pre-Tax Contributions ... [CHECK ONE]:

a. [X] N/A - Employee After-Tax Contributions are not allowed under the
Plan.

b. [ ] may not

c. [ ] may at the discretion of the ... [CHECK ONE]:

1. [ ] Plan Administrator
2. [ ] affected Participant

... be recharacterized as Employee After-Tax Contributions to the extent
necessary to satisfy the Actual Deferral Percentage Test.

[NOTE: RECHARACTERIZATION IS PERMISSIBLE ONLY IF THE PLAN USES THE
CURRENT YEAR TESTING METHOD AND THE PLAN CURRENTLY ALLOWS EMPLOYEE
AFTER-TAX CONTRIBUTIONS, AND THEN ONLY IF THE RECHARACTERIZED AMOUNT, IN
COMBINATION WITH EMPLOYEE AFTER-TAX CONTRIBUTIONS, DOES NOT EXCEED ANY
LIMITS OTHERWISE IMPOSED UNDER THE PLAN ON EMPLOYEE AFTER-TAX
CONTRIBUTIONS.]

S.7. If Employer Regular Matching Contributions are forfeited as Excess
Aggregate Contributions, such forfeited amounts will be ... [CHECK a., OR
CHECK ONE OF b. THROUGH d.]:

a. [ ] N/A - the Plan provides for full and immediate vesting of Employer
Regular Matching Contribution Accounts.

b. [X] applied in the same manner as any other Forfeiture from an Employer
Regular Matching Contribution Account.

c. [ ] allocated as of the last day of the Plan Year to which such
Employer Regular Matching Contributions relate among the Non-Highly
Compensated Employees with respect to such Plan Year who are Active
Participants in the ... [CHECK ONE]:

1. [ ] Employee Pre-Tax Component
2. [ ] Employer Regular Matching Component
3. [ ] Employer Regular Profit Sharing Component

... during such Plan Year and who have otherwise satisfied the
requirements to receive a contribution under such Component for such
Plan Year. The allocation will be made in proportion to the Plan
Compensation for the Plan Year of each eligible Participant.

d. [ ] applied as a credit against Employer Safe-Harbor and/or Regular
Matching Contributions that are made under the Plan, as and when
directed by the Lead Employer.

S.8. If the multiple use test is failed for a Plan Year (after corrective
contributions or distributions, if any), ... [CHECK ONE]:

a. [ ] the Actual Contribution Percentage

b. [X] the Actual Deferral Percentage

c. [ ] the Actual Contribution Percentage and Actual Deferral Percentage
(proportionately)

... will be reduced as necessary to satisfy such test. [NOTE: IF
CONTRIBUTIONS OF THE SAME TYPE ARE MADE UNDER MORE THAN ONE PLAN, THE
CORRECTION WILL BE MADE UNDER THE PLAN DESIGNATED BY THE PLAN
ADMINISTRATOR.]

GAIN OR LOSS ON EXCESS S.9. The gain or loss allocable to Excess Elective Deferrals that are refunded
CONTRIBUTIONS: to a Participant, or allocable to Excess Contributions or Excess
[PLAN SEC. 19.1(d), 19.2(d) AND Aggregate Contributions distributed to satisfy the Actual Deferral
19.3(d)] Percentage Test, Actual Contribution Percentage Test, or multiple use
test, will be determined using...[CHECK ONE]:

a. [X] the safe harbor method specified in the Plan.

b. [ ] a method established by the Plan Administrator that reasonably
reflects the manner in which gain or loss is allocated under the
Plan.

S.10. The gain or loss allocated ... [CHECK ONE]:

a. [X] does not
b. [ ] does

... include gain or loss for the "gap period" - that is, the period from
the end of the year to the date of distribution.

- ---------------------------------------------------------------------------------------------------------------
T. SPECIAL EFFECTIVE DATE RULES
- ---------------------------------------------------------------------------------------------------------------

T.1. The following Components are added and effective after the Original
Effective Date or Amendment Effective Date specified in Section A ...
[CHECK EACH THAT APPLIES]:

a. [ ] Employee Pre-Tax Component Effective
Date: ___.

b. [ ] Employee After-Tax Component Effective
Date: ___.

c. [ ] Employer Regular Matching Component
Effective Date: ___ [MUST BE THE FIRST DAY OF A MATCHING
CONTRIBUTION PERIOD].

d. [ ] Employer Regular Profit Sharing Component Effective
Date: ___.

e. [ ] Employer Qualified Matching and Qualified Profit Sharing
Component Effective Date: ___.

f. [ ] Employer Prevailing Wage Component Effective
Date: ___.

T.2. The effective date for the following provisions is different than the
Original Effective Date or Amendment Effective Date specified in
Section A ... [COMPLETE AS APPROPRIATE]:

a. [ ] ___.
Effective Date: ___.

b. [ ] ___.
Effective Date: ___.

c. [ ] ___.
Effective Date: ___.

d. [ ] ___.
Effective Date: ___.

- ---------------------------------------------------------------------------------------------------------------
U. FROZEN CONTRIBUTIONS ACCOUNTS
- ---------------------------------------------------------------------------------------------------------------

U.1. The following Components have been removed, but Contribution Accounts
still exist under the Plan for contributions made under the Component
(these are referred to as "Frozen" Contribution Accounts)... [CHECK
EACH THAT APPLIES]: [NOTE: COMPLETE THE FROZEN CONTRIBUTION ACCOUNT
ADDENDUM.]

a. [ ] Employee Pre-Tax Component
b. [ ] Employee After-Tax Component
c. [ ] Employee Deductible Component
d. [ ] Employee Safe-Harbor Matching and/or Safe-Harbor Profit Sharing
Component
e. [ ] Employer Regular Matching Component
f. [ ] Employer Regular Profit Sharing Component (including Prevailing Wage
Component)
g. [ ] Employer Qualified Matching and/or Qualified Profit Sharing Component
h. [ ] Employer Pension Component

- ---------------------------------------------------------------------------------------------------------------
V. OTHER INFORMATION FOR THE PARTICIPATING EMPLOYERS
- ---------------------------------------------------------------------------------------------------------------

Failure to fill out this Adoption Agreement completely and correctly may result in
failure of the Plan to qualify under Code ss.401(a).

The Plan Administrator is responsible for administration of the Plan, including the
filing of the annual report on Form 5500 and the preparation and delivery of summary
plan descriptions, summaries of material modifications and summary annual reports.
The Lead Employer and other fiduciaries agree to obtain bonds as required by law.
[ERISA] ss. 412.]

Inquiries regarding the adoption of the Plan, the meaning of its provisions or the
effect of the opinion letter should be directed to the financial organization or
other entity from which the Lead Employer obtained the Plan or to the Sponsor of
the Prototype.

- ---------------------------------------------------------------------------------------------------------------
W. SPONSOR OF THE PROTOTYPE
- ---------------------------------------------------------------------------------------------------------------

The Sponsor of the Prototype is Faegre & Benson LLP.

Faegre & Benson LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Telephone: (612) 766-7000

The Sponsor of the Prototype (or its authorized representative) will inform the Lead
Employer if any amendments are made to the Prototype Defined Contribution Plan, or if
the Prototype Defined Contribution Plan is discontinued or abandoned.

[THE REMAINING PORTION OF THE PAGE IS INTENTIONALLY BLANK]

- ---------------------------------------------------------------------------------------------------------------
X. RELIANCE ON IRS OPINION LETTER
- ---------------------------------------------------------------------------------------------------------------

The Participating Employers may rely on an opinion letter issued by the Internal
Revenue Service ("IRS") as evidence that the Plan is qualified under Code ss. 401(a)
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.

The Participating Employers may not rely on the opinion letter in certain other
circumstances or with respect to certain qualification requirements, which are
specified in the opinion letter issued with respect to the Plan and in Announcement
2001-77.

In order to have reliance in such circumstances or with respect to such qualification
requirements, application for a determination letter must be made to Employee Plans
Determinations of the Internal Revenue Service.

This Adoption Agreement may be used only in conjunction with Basic Plan Document #01.

- ---------------------------------------------------------------------------------------------------------------
Y. LEAD EMPLOYER SIGNATURE
- ---------------------------------------------------------------------------------------------------------------

IN WITNESS WHEREOF, the Lead Employer has caused this Adoption Agreement to be adopted effective as of the Original
Effective Date or Amendment Effective Date (in Section A. Preamble).

YOU SHOULD CONSULT WITH AN ATTORNEY OR OTHER INDEPENDENT QUALIFIED ADVISOR AS TO THE LEGAL AND TAX EFFECT OF
ADOPTING THE PLAN.

Date signed: __________________ Lead Employer: MOCON, Inc.

By:
-----------------------------------------
Name [PRINT]:
---------------------------
Its [TITLE]:
---------------------------

- --------------------------------------------------------------------------------
Z. TRUSTEE OR CUSTODIAN SIGNATURE
- --------------------------------------------------------------------------------

FOR TRUST AGREEMENT

The Trustee(s) hereby accepts appointment as such in accordance with the
Prototype Trust Agreement.

FOR INDIVIDUAL TRUSTEE(S) SERVING PURSUANT TO THE FOR A FINANCIAL ORGANIZATION SERVING PURSUANT TO THE
"TRUST AGREEMENT FOR INDIVIDUAL TRUSTEES" (ATTACH "TRUST AGREEMENT FOR DIRECTED TRUSTEE" OR THE "TRUST
ADDITIONAL SHEETS IF NECESSARY) AGREEMENT WITH DISCRETIONARY TRUSTEE OPTION"

Date signed: ____________________________________ Date signed: ________________________________________

Effective: ______________________________________ Effective: __________________________________________

Trustee (1): ___ Trustee: Stanton Trust Company, N.A.

_________________________________________________ By: _________________________________________________
Signature

Name [PRINT]: ___________________________________

Trustee (2): ___ Its [TITLE]: ____________________________________

_________________________________________________ [ADDITIONAL SIGNATURE IS OPTIONAL]
Signature

And: ________________________________________________

Trustee (3): ___ Name [PRINT]: __________________________________

_________________________________________________ Its [TITLE]: ___________________________________
Signature

Trustee (4): ___

_________________________________________________
Signature

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

FOR CUSTODIAL AGREEMENT

The Custodian hereby accepts its appointment as such in accordance with the Custodial Agreement.

Date signed: ____________________________________ Custodian: __________________________________________

Effective: ______________________________________
By: _________________________________________________

Name [PRINT]: ___________________________________

Its [TITLE]: ____________________________________

PROTOTYPE DEFINED CONTRIBUTION PLAN

SUPPLEMENT TO ADOPTION AGREEMENT
TO ALLOW FOR PARTICIPATING EMPLOYER ADOPTION

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

Effective as of December 1, 2002 the undersigned Controlled Group Member adopts
the Plan as established by the Lead Employer and agrees to be a "Participating
Employer" under the Plan. The Section of the Adoption Agreement titled "Reliance
on IRS Opinion Letter" is incorporated herein by reference and applies to the
adoption of the Plan by the undersigned Participating Employer.

Date signed: ______________________________________ Participating Employer: Baseline-MOCON, Inc.

By: _________________________________________________

Name [PRINT]: ___________________________________

Its [TITLE]: ____________________________________

And: ________________________________________________

Name [PRINT]: __________________________________

Its [TITLE]: ___________________________________

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

- ---------------------------------------------------------------------------------------------------------------
OPTIONAL - CONSENT MAY BE GIVEN IN ANY MANNER DEEMED APPROPRIATE BY THE LEAD EMPLOYER.
- ---------------------------------------------------------------------------------------------------------------

The Lead Employer hereby consents to the adoption of the Plan by the above Controlled Group Member.

Date signed: ______________________________________ Participating Employer: MOCON, Inc.

By: _________________________________________________

Name [PRINT]: ___________________________________

Its [TITLE]: ____________________________________

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

ATTACH ADDITIONAL SHEET FOR EACH PARTICIPATING EMPLOYER.

PROTOTYPE DEFINED CONTRIBUTION PLAN

SUPPLEMENT TO ADOPTION AGREEMENT
TO ALLOW FOR PARTICIPATING EMPLOYER ADOPTION

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

Date signed: ______________________________________ Participating Employer: Microanalytics Instrumentation

By: _________________________________________________

Name [PRINT]: ___________________________________

Its [TITLE]: ____________________________________

And: ________________________________________________

Name [PRINT]: __________________________________

Its [TITLE]: ___________________________________

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

The Lead Employer hereby consents to the adoption of the Plan by the above Controlled Group Member.

Date signed: ______________________________________ Participating Employer: MOCON, Inc.

By: _________________________________________________

Name [PRINT]: ___________________________________

Its [TITLE]: ____________________________________

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

ATTACH ADDITIONAL SHEET FOR EACH PARTICIPATING EMPLOYER.

PROTOTYPE DEFINED CONTRIBUTION PLAN

SUPPLEMENT TO ADOPTION AGREEMENT
TO ALLOW FOR PARTICIPATING EMPLOYER ADOPTION

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

Date signed: ______________________________________ Participating Employer: Lab Connections, Inc.

By: _________________________________________________

Name [PRINT]: ___________________________________

Its [TITLE]: ____________________________________

And: ________________________________________________

Name [PRINT]: __________________________________

Its [TITLE]: ___________________________________

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

The Lead Employer hereby consents to the adoption of the Plan by the above Controlled Group Member.

Date signed: ______________________________________ Participating Employer: MOCON, Inc.

By: _________________________________________________

Name [PRINT]: ___________________________________

Its [TITLE]: ____________________________________

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

ATTACH ADDITIONAL SHEET FOR EACH PARTICIPATING EMPLOYER.

SPECIAL TESTING RULES ADDENDUM

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

THIS SPECIAL TESTING RULES ADDENDUM MUST BE COMPLETED IF THIS AMENDMENT TO THE
PLAN IS BEING MADE IN ORDER TO RETROACTIVELY DOCUMENT THE ADMINISTRATIVE CHOICES
MADE IN RESPONSE TO CHANGES IN THE LAW RESULTING FROM THE URUGUAY ROUND
AGREEMENTS ACT ("GATT"), THE UNIFORM SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS
ACT OF 1994 ("USERRA"), THE SMALL BUSINESS JOB PROTECTION ACT OF 1996 (SBJPA"),
THE TAXPAYER RELIEF ACT OF 1997 ("TRA '97"), THE INTERNAL REVENUE SERVICE
RESTRUCTURING ACT OF 1998 OR THE COMMUNITY RENEWAL TAX RELIEF ACT OF 2000
(COLLECTIVELY REFERRED TO AS "GUST").

THE ELECTIONS SET FORTH IN THE ADOPTION AGREEMENT WILL CONTROL FOR PLAN YEARS
BEGINNING ON AND AFTER THE AMENDMENT EFFECTIVE DATE OF THE ADOPTION AGREEMENT
THAT IMPLEMENTS THE CHANGES REQUIRED BY GUST. THE FOLLOWING ELECTIONS RELATE
ONLY TO PLAN YEARS BEGINNING PRIOR TO SUCH AMENDMENT EFFECTIVE DATE.

- --------------------------------------------------------------------------------
HIGHLY COMPENSATED EMPLOYEES
- --------------------------------------------------------------------------------

EXPLANATION: Code ss. 414(q) allows two elections for purposes of determining
the Highly CompensateD Employees. First, a "top-paid group" election generally
allows the Highly Compensated Employees (other than more than five-percent
owners) to be limited to the top 20% of employees when ranked by compensation.
Second, if the plan year is other than the calendar year, a "calendar year"
election generally allows the Highly Compensated Employees to be determined
based on calendar year compensation instead of plan year compensation. These
elections are first available for plan years beginning on or after January 1,
1997.

ELECTION (1): Specify whether the "top-paid group" election did or did not apply
for the specified Plan Year ... [COMPLETE]:

For the Plan Year Did the top-paid
beginning on or after group election
January 1 of the following year: apply?
-------------------------------- -----------------------
1997 [X] did [ ] did not ... apply
1998 [ ] did [X] did not ... apply
1999 [ ] did [X] did not ... apply
2000 [ ] did [X] did not ... apply
2001 [X] did [ ] did not ... apply

ELECTION (2): Specify whether the "calendar year" election did or did not apply
for the specified Plan Year...[COMPLETE]: [NOTE: DO NOT COMPLETE FOR ANY YEAR
FOR WHICH THE CALENDAR YEAR WAS THE PLAN YEAR.]

For the Plan Year Did the calendar
beginning on or after year election
January 1 of the following year: apply?
-------------------------------- -----------------------
1997 [ ] did [ ] did not ... apply
1998 [ ] did [ ] did not ... apply
1999 [ ] did [ ] did not ... apply
2000 [ ] did [ ] did not ... apply
2001 [ ] did [ ] did not ... apply

[NOTE: DEPENDING ON YOUR ADOPTION AGREEMENT, THE "CALENDAR YEAR" ELECTION MAY
NOT BE AVAILABLE FOR PLAN YEARS BEGINNING ON OR AFTER THE AMENDMENT EFFECTIVE
DATE OF YOUR NEW ADOPTION AGREEMENT.]

- --------------------------------------------------------------------------------
ACTUAL DEFERRAL/CONTRIBUTION PERCENTAGE TEST
- --------------------------------------------------------------------------------

EXPLANATION: Code ss. 401(k) requires that elective deferrals annually satisfy
an Actual DeferraL Percentage (ADP) Test. Further, Code ss. 401(m) requires that
after-tax contributions and matchinG contributions annually satisfy an Actual
Contribution Percentage (ACP) Test. Starting for the first plan year beginning
on or after January 1, 1997, the ADP and ACP Tests must either be applied using
a "prior year" or "current year" testing methodology.

ELECTION (1): For each specified Plan Year in which the Plan was subject to the
ADP Test, specify whether the "prior year" or "current year" testing methodology
applied for purposes of the ADP Test ... [COMPLETE]: [NOTE: IF THE PLAN WAS A
SAFE-HARBOR PLAN UNDER CODE ss. 401(k)(12) FOR ANY PLAN YEAR BEGINNING ON OR
AFTER JANUARY 1, 1999, THE "CURRENT YEAR" METHOD MUST BE SPECIFIED FOR THAT PLAN
YEAR.]

For the Plan Year Which testing method
beginning on or after was used to apply
January 1 of the following year: the ADP Test?
- -------------------------------- ---------------------------------

1997 [ ] current year [X] prior year ... method
1998 [ ] current year [X] prior year ... method
1999 [X] current year [ ] prior year ... method
2000 [X] current year [ ] prior year ... method
2001 [X] current year [ ] prior year ... method

ELECTION (2): For each specified Plan Year in which the Plan was subject to the
ACP Test, specify whether the "prior year" or "current year" testing methodology
applied for purposes of the ACP Test ... [COMPLETE]: [NOTE: IF THE PLAN WAS A
SAFE-HARBOR PLAN UNDER CODE ss. 401(m)(11) FOR ANY PLAN YEAR BEGINNING ON OR
AFTER JANUARY 1, 1999, THE "CURRENT YEAR" METHOD MUST BE SPECIFIED FOR THAT PLAN
YEAR.]

For the Plan Year Which testing method
beginning on or after was used to apply
January 1 of the following year: the ACP Test?
- -------------------------------- ---------------------------------

- --------------------------------------------------------------------------------
FAMILY AGGREGATION RULES
- --------------------------------------------------------------------------------

EXPLANATION: Code ss. 401(a)(17) previously applied certain "family aggregation
rules" to determinE the annual compensation limit of a participant. Those family
aggregation rules were repealed effective as of the first plan year beginning on
or after January 1, 1997. However, the Plan voluntarily may have continued to
apply the family aggregation rules for this purpose until it is amended for
GUST.

ELECTION: The Plan discontinued the family aggregation rules as of the Plan Year
beginning on or after ... [CHECK ONE]:

a. [X] January 1, 1997.
b. [ ] the Amendment Effective Date of the Adoption Agreement that implements
the changes required by GUST.
c. [ ] ___ [A DATE BETWEEN THE DATES SPECIFIED IN a. AND b.]

- --------------------------------------------------------------------------------
CASH-OUT AMOUNT
- --------------------------------------------------------------------------------

EXPLANATION: Code ss.411(a)(11) previously allowed involuntary "cash-out" of
amounts not in excesS of $3,500. This limit was raised to $5,000 effective as of
the first plan year beginning after August 5, 1997. However, the Plan
voluntarily may have continued the $3,500 (or a lower) cash-out amount.

ELECTION: The Plan implemented the higher cash-out amount now specified in the
Adoption Agreement as of... [CHECK ONE]:

a. [X] the first day of the first Plan Year beginning after August 5, 1997.

b. [ ] the Amendment Effective Date of the Adoption Agreement that implements
the changes required by GUST.

c. [ ] ___ [A DATE BETWEEN THE DATES SPECIFIED IN a. AND b.]

d. [ ] N/A - the cash-out amount has not been increased by the Amendment
Effective Date of the Adoption Agreement that implements the changes
required by GUST.

- --------------------------------------------------------------------------------
REQUIRED BEGINNING DATE
- --------------------------------------------------------------------------------

EXPLANATION: Code ss.401(a)(9) previously required that minimum distributions
commence to anY participant as of the April 1 of the calendar year after the
calendar year in which he/she attained age 70 1/2 (even if he/she remained
employed with the employer sponsoring the plan). This "requirED beginning date"
was changed for participants who are still employed after age 70 1/2 (but not
for moRE than five percent owners) effective January 1, 1997. However, the Plan
voluntarily may have continued to determine the required beginning date based on
the definition in effect prior to January 1, 1997.

ELECTION (1): The Plan implemented the new required beginning date as of ...
[CHECK ONE]:

a. [X] January 1, 1997.

b. [ ] the Amendment Effective Date of the Adoption Agreement that implements
the changes required by GUST.

c. [ ] ___ [A DATE BETWEEN THE DATES SPECIFIED IN a. AND b.]

d. [ ] N/A - the new required beginning date has not been implemented by the
Amendment Effective Date of the Adoption Agreement that implements the
changes required by GUST. [NOTE: THIS OPTION IS NOT APPROPRIATE FOR PLANS
ADOPTED OR ORIGINALLY EFFECTIVE ON OR AFTER JANUARY 1, 1997.]

ELECTION (2): A Participant who attained age 70 1/2 prior to the date specified
above and who has noT had a Termination of Service ... [CHECK ONE]: [NOTE: DO
NOT COMPLETE IF d. IS SELECTED ABOVE.]

a. [ ] may not elect to stop minimum distributions.

b. [X] may elect to stop minimum distributions and recommence such
distributions by the April 1 of the calendar year after the calendar year
of his/her Termination of Service, and the new commencement date ...
[CHECK ONE]:

1. [X] will
2. [ ] will not

... be treated as a new Benefit Starting Date for purposes of the
Plan. [NOTE: THE OPTION TO STOP MINIMUM DISTRIBUTIONS DOES NOT APPLY
TO A PARTICIPANT WHO IS A MORE THAN FIVE-PERCENT OWNER IN THE PLAN
YEAR ENDING IN THE CALENDAR YEAR IN WHICH HE/SHE ATTAINS AGE 70
1/2.]

- --------------------------------------------------------------------------------
COMBINED PLAN LIMIT
- --------------------------------------------------------------------------------

EXPLANATION: Code ss. 415(e) previously imposed a "combined plan limit" if an
employer maintaineD both a defined contribution plan and a defined benefit plan.
This limit was repealed effective for Limitation Years beginning on or after
January 1, 2000. However, the Plan voluntarily may have continued to apply the
limit until it is amended for GUST.

ELECTION: The Plan eliminated the combined plan limit effective as of the first
Limitation Year beginning on or after ... [CHECK ONE]:

a. [ ] January 1, 2000.

b. [ ] the Amendment Effective Date of the Adoption Agreement that implements
the changes required by GUST.

c. [ ] ___ [A DATE BETWEEN THE DATES SPECIFIED IN a. AND b.]

d. [X] N/A - no Controlled Group Member has maintained a defined benefit plan
after January 1, 2000, covering any Participant in this Plan.