Trust Identification Number (IF APPLICABLE) Account ------------- Number (OPTIONAL) 777106 SECTION 2. EFFECTIVE DATES COMPLETE PARTS A AND B PART A. General Effective Dates (CHECK AND COMPLETE OPTION 1 OR 2): OPTION 1: [ ] This is the initial adoption...

COMPREHENSIVE NONSTANDARDIZED SAFE HARBOR 401(k) PROFIT SHARING PLAN
ADOPTION AGREEMENT
------------------------------------------------------------------------------

SECTION 1. EMPLOYER INFORMATION

Name of Employer Miami Computer Supply Corporation
----------------------------------------------

Address 0000 Xxxxxxxxx Xxxxxxx Xxxxx
-------------------------------------------------------

City Dayton State OH Zip 45429
------------------- ---------------- ----------

Telephone 000-000-0000 Employer's Federal Tax Identification
------------
Number 00-0000000
-----------
Type of Business (CHECK ONLY ONE) [ ] Sole Proprietorship
[ ] Partnership [X] C Corporation
[ ] S Corporation [ ] Other (SPECIFY)

[ X] Check here if Related Employers may participate in this
Plan and attach a Related Employer Participation
Agreement for each Related Employer who will participate
in this Plan.

Business Code 5112, 5734, 7377
--------------------------------

Name of Plan Miami Computer Supply Corporation 401k Profit Sharing
------------------------------------------------------
Plan
----

Name of Trust (IF DIFFERENT FROM PLAN NAME)
------------------------

Plan Sequence Number 002 (ENTER 001 IF THIS IS THE FIRST
----------
QUALIFIED PLAN THE EMPLOYER HAS EVER MAINTAINED, ENTER 002 IF IT
IS THE SECOND, ETC.)

Trust Identification Number (IF APPLICABLE) Account
-------------
Number (OPTIONAL) 777106

SECTION 2. EFFECTIVE DATES COMPLETE PARTS A AND B
PART A. General Effective Dates (CHECK AND COMPLETE OPTION 1 OR 2):
OPTION 1: [ ] This is the initial adoption of a
profit sharing plan by the Employer.
The Effective Date of this Plan is , 19
------ --
NOTE: THE EFFECTIVE DATE IS USUALLY THE FIRST
DAY OF THE PLAN YEAR IN WHICH THIS ADOPTION
AGREEMENT IS SIGNED.

OPTION 2: [X] This is an amendment and restatement of an
existing profit sharing plan (a Prior Plan).
The Prior Plan was initially effective on
01-01, 1987.
The Effective Date of this amendment and
restatement is 06-01, 1998.
NOTE: THE EFFECTIVE DATE IS USUALLY THE FIRST
DAY OF THE PLAN YEAR IN WHICH THIS ADOPTION
AGREEMENT IS SIGNED.

PART B. Specific Effective Dates:
The provisions of the Plan will generally be effective as of the Effective
Date specified in Section 2, Part A. However, the following provisions
will be effective on the dates indicated below (SPECIFY EFFECTIVE DATE ONLY
IF LATER THAN THE GENERAL EFFECTIVE DATE DESCRIBED IN SECTION 2, PART A):

PROVISION EFFECTIVE DATE

1. Commencement of Elective Deferrals*
-------------
2. Matching Contributions (Section 7)
-------------
3. Qualified Nonelective Contributions (Section 8)
-------------
4. Qualified Matching Contributions (Section 9)
-------------
5. In-Service Withdrawals (Section 15, Part A, Item 6)
-------------
6. Hardship Withdrawals of Elective Deferrals
(Section 15, Part A, Item 5)
-------------
7. Hardship Withdrawals (Section 15, Part A, Item 8)
-------------
8. Loans (Section 17, Item A)
-------------
9. Participant Direction of Investments (Section 18)
-------------

*NOTE: ELECTIVE DEFERRALS MAY COMMENCE NO EARLIER THAN THE DATE THIS
ADOPTION AGREEMENT IS SIGNED BECAUSE ELECTIVE DEFERRALS CANNOT BE MADE
RETROACTIVELY.

SECTION 3. RELEVANT TIME PERIODS COMPLETE PARTS A THROUGH D

PART A. Employer's Fiscal Year:
The Employer's fiscal year ends (SPECIFY MONTH AND DATE) 12-31
-----

PART B. Plan Year Means:
OPTION 1: [ ] The 12-consecutive month period which
coincides with the Employer's fiscal year.
OPTION 2: [X] The calendar year.
OPTION 3: [ ] Other (SPECIFY)
----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

If the initial Plan Year is less than 12 months (a short Plan
Year) specify such Plan Year's beginning and ending dates
-------
PART C. Limitation Year Means:
OPTION 1: [ ] The Plan Year.
OPTION 2: [X] The calendar year.
OPTION 3: [ ] Other (SPECIFY)
-----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Measuring Period For Vesting:
Years of Vesting Service shall be measured over the following
12-consecutive month period:
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The 12-consecutive month period commencing
with the Employee's Employment Commencement
Date and each successive 12-month period
commencing on the anniversaries of the
Employee's Employment Commencement Date.
OPTION 3: [ ] Other (SPECIFY)
-----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 4. ELIGIBILITY REQUIREMENTS COMPLETE PARTS A THROUGH G

PART A. Years of Eligibility Service Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing
Participant in the Plan (and thus be eligible to make
Elective Deferrals) after completing 1 (ENTER 0, 1
---
OR ANY FRACTION LESS THAN 1) Years of Eligibility
Service.

2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions, if applicable) will be made to the Plan,
a Contributing Participant will be eligible to receive
Matching Contributions (or Qualified Matching
Contributions, if applicable) after completing 1
---
(ENTER 0, 1, 2 OR ANY FRACTION LESS THAN 2) Years of
Eligibility Service.

3. Employer Profit Sharing Contributions.
An Employee will be eligible to become a Participant in
the Plan for purposes of receiving an allocation of any
Employer Profit Sharing Contribution made pursuant to
Section 11 of the Adoption Agreement after completing
1 (ENTER 0, 1, 2 OR ANY FRACTION LESS THAN 2) Years
----
of Eligibility Service.

NOTE: IF MORE THAN 1 YEAR IS SELECTED FOR ITEM 2 OR ITEM 3, THE
IMMEDIATE 100% VESTING SCHEDULE OF SECTION 13 WILL AUTOMATICALLY
APPLY FOR CONTRIBUTIONS DESCRIBED IN SUCH ITEM. IF ANY ITEM IS
LEFT BLANK, THE YEARS OF ELIGIBILITY SERVICE REQUIRED FOR SUCH
ITEM WILL BE DEEMED TO BE 0. IF A FRACTION IS SELECTED, AN
EMPLOYEE WILL NOT BE REQUIRED TO COMPLETE ANY SPECIFIED NUMBER OF
HOURS OF SERVICE TO RECEIVE CREDIT FOR A FRACTIONAL YEAR. IF A
SINGLE ENTRY DATE IS SELECTED IN SECTION 4, PART G FOR AN ITEM,
THE YEARS OF ELIGIBILITY SERVICE REQUIRED FOR SUCH ITEM CANNOT
EXCEED 1 1/2 (1/2 FOR ELECTIVE DEFERRALS).

PART B. Age Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing
Participant (and thus be eligible to make Elective
Deferrals) after attaining age 21 (NO MORE THAN 21).
--

NOTE: IF ANY OF THE ABOVE ITEMS IN THIS SECTION 4, PART B IS LEFT BLANK,
IT WILL BE DEEMED THERE IS NO AGE REQUIREMENT FOR SUCH ITEM. IF A SINGLE
ENTRY DATE IS SELECTED IN SECTION 4, PART G FOR AN ITEM, NO AGE REQUIREMENT
CAN EXCEED 20 1/2 FOR SUCH ITEM.

PART C. Employees Employed As of Effective Date:
1. Elective Deferrals.
Will all Employees employed as of the date that Elective
Deferrals may commence as specified in Section 2, Part B
who have not otherwise met the Years of Eligibility
Service and age requirements specified above for
Elective Deferrals be considered to have met those
requirements as of the Elective Deferral commencement
date? [ ] Yes [X] No

2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions, if applicable) will be made to the Plan,
will all Employees employed as of the date that Elective
Deferrals may commence as specified in Section 2, Part B
who have not otherwise met the Years of Eligibility
Service and age requirements specified above for
Matching Contributions be considered to have met those
requirements as of the Elective Deferral commencement
date? [ ] Yes [X] No

3. Employer Profit Sharing Contributions.
Will all Employees employed as of the Effective Date of
this Plan who have not otherwise met the Years of
Eligibility Service and age requirements specified above
for Employer Profit Sharing Contributions be considered
to have met those requirements as of the Effective Date?
[ ] Yes [X] No

NOTE: IF A BOX IS NOT CHECKED FOR ANY ITEM IN THIS SECTION 4, PART C, "NO"
WILL BE DEEMED TO BE SELECTED FOR THAT ITEM.

PART D. Exclusion of Certain Classes of Employees:
1. Elective Deferrals.
All Employees will be eligible to become Contributing
Participants (and thus eligible to make Elective
Deferrals) except:
a. [X] Those Employees included in a unit of
Employees covered by a collective bargaining
agreement between the Employer and Employee
representatives, if retirement benefits were
the subject of good faith bargaining and if
two percent or less of the Employees who are
covered pursuant to that agreement are
professionals as defined in
Section 1.410(b)-9 of the regulations.
For this purpose, the term "employee
representatives" does not include any
organization more than half of whose members
are Employees who are owners, officers, or
executives of the Employer.
b. [ ] Those Employees who are non-resident aliens
(within the meaning of Section 7701(b)(1)(B)
of the Code) and who received no earned
income (within the meaning of Section
911(d)(2) of the Code) from the Employer
which constitutes income from sources within
the United States (within the meaning of
Section 861(a)(3) of the Code).
c. [ ] Those Employees of a Related Employer that
have not executed a Related Employer
Participation Agreement.
d. [ ] Other (DEFINE)
-----------------------------
-------------------------------------------

2. Matching Contributions.
All Contributing Participants will be eligible to
receive Matching Contributions (or Qualified Matching
Contributions) if applicable, except:
a. [X] Those Employees included in a unit of
Employees covered by a collective
bargaining agreement between the Employer
and Employee representatives, if
retirement benefits were the subject of
good faith bargaining and if two percent
or less of the Employees who are covered
pursuant to that agreement are
professionals as defined in Section
1.410(b)-9 of the regulations. For this
purpose, the term "employee
representatives" does not include any
organization more than half of whose
members are Employees who are owners,
officers, or executives of the Employer.
b. [ ] Those Employees who are non-resident aliens
(within the meaning of Section 7701(b)(1)(B)
of the Code) and who received no earned
income (within the meaning of Section
911(d)(2) of the Code) from the Employer
which constitutes income from sources within
the United States (within the meaning of
Section 861(a)(3) of the Code).
c. [ ] Those Employees of a Related Employer that
has not executed a Related Employer
Participation Agreement.
d. [ ] Other DEFINE)
------------------------------
-------------------------------------------
3. Employer Profit Sharing Contributions.
All Employees will be eligible to become a Participant
in the Plan for purposes of receiving an allocation of
any Employer Profit Sharing Contribution made pursuant
to Section 11 of the Adoption Agreement except:
a. [X] Those Employees included in a unit of Employees
covered by a collective bargaining agreement
between the Employer and Employee representatives,
if retirement benefits were the subject of good
faith bargaining and if two percent or less of the
Employees who are covered pursuant to that
agreement are professionals as defined in Section
1.410(b)-9 of the regulations. For this purpose,
the term "employee representatives" does not
include any organization more than half of whose
members are Employees who are owners, officers, or
executives of the Employer.
b. [ ] Those Employees who are non-resident aliens
(within the meaning of Section 7701(b)(1)(B) of
the Code) and who received no earned income
(within the meaning of Section 911(d)(2) of the
Code) from the Employer which constitutes income
from sources within the United States (within the
meaning of Section 861(a)(3) of the Code).
c. [ ] Those Employees of a Related Employer that has
not executed a Related Employer Participation
Agreement.
d. [ ] Other(DEFINE)
-----------------------------------
------------------------------------------------

PART E. Election Not To Participate:
May an Employee or a Participant elect not to participate in this
Plan pursuant to Section 2.08 of the Plan?
OPTION 1: [ ] Yes.
OPTION 2: [X] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

PART F. Hours Required For Eligibility Purposes:
1. 1000 Hours of Service (NO MORE THAN 1,000) shall be
----
required to constitute a Year of Eligibility Service.
2. 500 Hours of Service (NO MORE THAN 500 BUT LESS THAN
---
THE NUMBER SPECIFIED IN SECTION 4, PART F, ITEM 1,
ABOVE) must be exceeded to avoid a Break in Eligibility
Service.
3. For purposes of determining Years of Eligibility
Service, Employees shall be given credit for Hours of
Service with the following predecessor employer(s)
(COMPLETE IF APPLICABLE) Force 4 D.P. Supplies, Inc.,
-----------------------------
Imperial Data Supply, TBS Printware Corporation,
-------------------------------------------------------
BRITCO, Inc., NTI.
-------------------

PART G. Entry Dates:
1. Elective Deferrals.
The Entry Dates for purposes of making Elective Deferrals shall
be (CHOOSE ONE):
OPTION 1: [ ] The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
OPTION 2: [X] The first day of the Plan Year and the first
day of the fourth, seventh and tenth months
of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [ ] Other (SPECIFY)
----------------------------
2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions) will be made to the Plan, the Entry Dates
for purposes of Matching Contributions (or Qualified
Matching Contributions, if applicable) shall be (CHOOSE
ONE):
OPTION 1: [ ] The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
OPTION 2: [X] The first day of the Plan Year and the first
day of the fourth, seventh and tenth months
of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [ ] Other (SPECIFY)
------------------------

3. Employer Profit Sharing Contributions.
The Entry Dates for purposes of Employer Profit Sharing
Contributions shall be (CHOOSE ONE):
OPTION 1: [ ] The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
OPTION 2: [X] The first day of the Plan Year and the first
day of the fourth, seventh and tenth months
of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [ ] Other (SPECIFY)
----------------------------

NOTE: IF NO OPTION IS SELECTED FOR AN ITEM, OPTION 1 WILL BE
DEEMED TO BE SELECTED FOR THAT ITEM. OPTION 3 OR OPTION 4 CAN BE
SELECTED FOR AN ITEM ONLY IF THE ELIGIBILITY REQUIREMENTS AND
ENTRY DATES ARE COORDINATED SUCH THAT EACH EMPLOYEE WILL BECOME A
PARTICIPANT IN THE PLAN NO LATER THAN THE EARLIER OF: (1) THE
FIRST DAY OF THE PLAN YEAR BEGINNING AFTER THE DATE THE EMPLOYEE
SATISFIES THE AGE AND SERVICE REQUIREMENTS OF SECTION 410(a) OF
THE CODE; OR (2) 6 MONTHS AFTER THE DATE THE EMPLOYEE SATISFIES
SUCH REQUIREMENTS.

SECTION 5. METHOD OF DETERMINING SERVICE COMPLETE PART A OR B

PART A. Hours of Service Equivalencies:
Service will be determined on the basis of the method selected
below. Only one method may be selected. The method selected
will be applied to all Employees covered under the Plan. (CHOOSE
ONE):
OPTION 1. [X] On the basis of actual hours for which an
Employee is paid or entitled to payment.
OPTION 2. [ ] On the basis of days worked. An Employee
will be credited with 10 Hours of Service if
under Section 1.24 of the Plan such Employee
would be credited with at least 1 Hour of
Service during the day.
OPTION 3. [ ] On the basis of weeks worked. An Employee
will be credited with 45 Hours of Service if
under Section 1.24 of the Plan such Employee
would be credited with at least 1 Hour of
Service during the week.
OPTION 4. [ ] On the basis of months worked. An Employee
will be credited with 190 Hours of Service if
under Section 1.24 of the Plan such Employee
would be credited with at least 1 Hour of
Service during the month.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. THIS SECTION 5, PART A WILL NOT APPLY IF THE ELAPSED
TIME METHOD OF SECTION 5, PART B IS SELECTED.

PART B. Elapsed Time Method:
In lieu of tracking Hours of Service of Employees, will the
elapsed time method described in Section 2.07 of the Plan be
used? (CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [ ] Yes.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 6. ELECTIVE DEFERRALS

PART A. Authorization of Elective Deferrals:
Will Elective Deferrals be permitted under this Plan (CHOOSE
ONE)?
OPTION 1. [X] Yes.
OPTION 2. [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 6 ONLY IF OPTION 1
IS SELECTED.

PART B. Limits on Elective Deferrals:
If Elective Deferrals are permitted under the Plan, a
Contributing Participant may elect under a salary reduction
agreement to have his or her Compensation reduced by an amount as
described below (CHOOSE ONE):
OPTION 1. [X] An amount equal to a percentage of the
Contributing Participant's Compensation from
1% to 20% in increments of 1%.
-- ---- ----
OPTION 2. [ ] An amount of the Contributing Participant's
Compensation not less than $ and not
--------
more than $.
--------------
The amount of such reduction shall be contributed to the Plan by
the Employer on behalf of the Contributing Participant. For any
taxable year, a Contributing Participant's Elective Deferrals
shall not exceed the limit contained in Section 402(g) of the
Code in effect at the beginning of such taxable year.

PART C. Elective Deferrals Based on Bonuses:
Instead of or in addition to making Elective Deferrals through
payroll deduction, may a Contributing Participant elect to
contribute to the Plan, as an Elective Deferral, part or all of a
bonus rather than receive such bonus in cash (CHOOSE ONE)?
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

PART D. Ceasing Elective Deferrals:
A Contributing Participant may prospectively revoke a salary
reduction agreement to cease Elective Deferrals (CHOOSE ONE):
OPTION 1: [X] As of the first day of any payroll period.
OPTION 2: [ ] As of the first day of any month.
OPTION 3: [ ] As of the first day of any quarter.
OPTION 4: [ ] As of any Entry Date.
OPTION 5: [ ] As of such times established by the Plan
Administrator in a uniform and
nondiscriminatory manner.
OPTION 6: [ ] Other (SPECIFY. MUST BE AT LEAST ONCE PER
YEAR)
--------------------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED.

PART E. Return As A Contributing Participant After Ceasing Elective
Deferrals:
A Participant who ceases Elective Deferrals by revoking
a salary reduction agreement may return as a
Contributing Participant (CHOOSE ONE):
OPTION 1: [ ] No sooner than as of the first day of
the next Plan Year.
OPTION 2: [X] As of any subsequent Entry Date.
OPTION 3: [ ] As of the first day of any subsequent
quarter.
OPTION 4: [ ] As of such times established by the
Plan Administrator in a uniform and
nondiscriminatory manner.
OPTION 5: [ ] Other (SPECIFY. MUST BE AT LEAST ONCE
PER YEAR)
----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED
TO BE SELECTED.

PART F. Changing Elective Deferral Amounts:
A Contributing Participant may modify a salary reduction
agreement to prospectively increase or decrease the amount of his
or her Elective Deferrals (CHOOSE ONE):
OPTION 1: [X] As of the first day of any payroll period.
OPTION 2: [ ] As of the first day of any month.
OPTION 3: [ ] As of the first day of any quarter.
OPTION 4: [ ] As of any Entry Date.
OPTION 5: [ ] As of such times established by the Plan
Administrator in a uniform and
nondiscriminatory manner.
OPTION 6: [ ] Other (SPECIFY)
----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED.

PART G. Claiming Excess Elective Deferrals:
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in writing to
the Plan Administrator by (CHOOSE ONE):
OPTION 1: [X] March 1.
OPTION 2: [ ] Other (SPECIFY A DATE NOT LATER THAN APRIL
15)
----------------------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART H. One-Time Irrevocable Elections:
May an Employee make a one-time irrevocable election, as
described in Section 11.205 of the Plan, upon first becoming
eligible to participate in the Plan to have the Employer make
contributions to the Plan on such Employee's behalf? (CHOOSE ONE)
OPTION 1: [ ] Yes.
OPTION 2: [X] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

SECTION 7. MATCHING CONTRIBUTIONS
PART A. Authorization of Matching Contributions:
Will the Employer make Matching Contributions to the Plan on
behalf of Qualifying Contributing Participants? (CHOOSE ONE)
OPTION 1: [X] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.
OPTION 2: [ ] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.
OPTION 3: [ ] Yes, with respect to both Elective Deferrals
and Nondeductible Employee Contributions.
OPTION 4: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 4 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 7 ONLY IF OPTION 1,
2 OR 3 IS SELECTED.

PART B. Matching Contribution Formula:
If the Employer will make Matching Contributions, then the amount
of such Matching Contributions made on behalf of a Qualifying
Contributing Participant each Plan Year shall be (CHOOSE ONE):
OPTION 1: [ ] An amount equal to % of such Contributing
----
Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if
applicable).
OPTION 2: [ ] An amount equal to the sum of % of the
-----
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
does not exceed % of the Contributing
----
Participant's Compensation plus % of the
----
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
exceeds % of the Contributing
-----
Participant's Compensation.
OPTION 3: [X] Such amount, if any, equal to that percentage
of each Contributing Participant's Elective
Deferral (and/or Nondeductible Employee
Contribution, if applicable) which the
Employer, in its sole discretion, determines
from year to year.
OPTION 4: [ ] Other Formula. (SPECIFY)
-----------------
NOTE: IF OPTION 4 IS SELECTED, THE FORMULA SPECIFIED CAN ONLY
ALLOW MATCHING CONTRIBUTIONS TO BE MADE WITH RESPECT TO A
CONTRIBUTING PARTICIPANT'S ELECTIVE DEFERRALS (AND/OR
NONDEDUCTIBLE EMPLOYEE CONTRIBUTION, IF APPLICABLE).

PART C. Limit on Matching Contributions:
Notwithstanding the Matching Contribution formula specified
above, no Matching Contribution will be made with respect to a
Contributing Participant's Elective Deferrals (and/or
Nondeductible Employee Contributions, if applicable) in excess of
or % of such Contributing Participant's
---- ----
Compensation.

PART D. Qualifying Contributing Participants:
A Contributing Participant who satisfies the eligibility
requirements described in Section 4 will be a Qualifying
Contributing Participant and thus entitled to share in Matching
Contributions for any Plan Year only if the Participant is a
Contributing Participant and satisfies the following additional
conditions (CHECK ONE OR MORE OPTIONS):

OPTION 1: [ ] No Additional Conditions.

OPTION 2: [X] Hours of Service Requirement. The
Contributing Participant completes at least
1000 Hours of Service during the Plan Year.
----
However, this condition will be waived for
the following reasons (CHECK AT LEAST ONE):
[ ] The Contributing Participant's Death.
[ ] The Contributing Participant's Termination of
Employment after having incurred a
Disability.
[ ] The Contributing Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.

OPTION 3: [X] Last Day Requirement. The Participant is an
Employee of the Employer on the last day of
the Plan Year. However, this condition will
be waived for the following reasons (CHECK AT
LEAST ONE):
[ ] The Contributing Participant's Death.
[ ] The Contributing Participant's Termination of
Employment after having incurred a
Disability.
[ ] The Contributing Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
PART A. Authorization of Qualified Nonelective Contributions:
Will the Employer make Qualified Nonelective Contributions to the
Plan? (CHOOSE ONE)
OPTION 1: [X] Yes.
OPTION 2: [ ] No.

If the Employer elects to make Qualified Nonelective
Contributions, then the amount, if any, of such contribution to
the Plan for each Plan Year shall be an amount determined by the
Employer.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 8 ONLY IF OPTION 1
IS SELECTED.

PART B. Participants Entitled to Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions shall be made
to the Individual Accounts of (CHOOSE ONE):
OPTION 1: [X] Only Participants who are not Highly
Compensated Employees.
OPTION 2: [ ] All Participants.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Allocation of Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions to Participants
entitled thereto shall be made (CHOOSE ONE):
OPTION 1: [X] In the ratio which each Participant's
Compensation for the Plan Year bears
to the total Compensation of all
Participants for such Plan Year.
OPTION 2: [ ] In the ratio which each Participant's
Compensation not in excess of
-------
for the Plan Year bears to the total
Compensation of all Participants not
in excess of for such Plan
--------
Year.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS

PART A. Authorization of Qualified Matching Contributions:
Will the Employer make Qualified Matching Contributions to the
Plan on behalf of Qualifying Contributing Participants? (CHOOSE
ONE)
OPTION 1: [X] Yes, but only with respect to a
Contributing Participant's Elective
Deferrals.
OPTION 2: [ ] Yes, but only with respect to a
Participant's Nondeductible Employee
Contributions.
OPTION 3: [ ] Yes, with respect to both Elective
Deferrals and Nondeductible Employee
Contributions.
OPTION 4: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 9 ONLY IF OPTION 1,
2 OR 3 IS SELECTED.

PART B. Qualified Matching Contribution Formula:
If the Employer will make Qualified Matching Contributions, then
the amount of such Qualified Matching Contributions made on
behalf of a Qualifying Contributing Participant each Plan Year
shall be (CHOOSE ONE):
OPTION 1: [ ] An amount equal to % of such
----
Contributing Participant's Elective
Deferral (and/or Nondeductible
Employee Contribution, if applicable).
OPTION 2: [ ] An amount equal to the sum of % of
----
the portion of such Contributing
Participant's Elective Deferral
(and/or Nondeductible Employee
Contribution, if applicable) which
does not exceed % of the
----
Contributing Participant's
Compensation plus % of the portion
----
of such Contributing Participant's
Elective Deferral (and/or
Nondeductible Employee Contribution,
if applicable) which exceeds % of the
--
Contributing Participant's
Compensation.

OPTION 3: [X] Such amount, if any, as determined by the
Employer in its sole discretion, equal to
that percentage of the Elective Deferrals
(and/or Nondeductible Employee Contribution,
if applicable) of each Contributing
Participant entitled thereto which would be
sufficient to cause the Plan to satisfy the
Actual Contribution Percentage tests
(described in Section 11.402 of the Plan) for
the Plan Year.
OPTION 4: [ ] Other Formula. (SPECIFY)
------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED.

PART C. Participants Entitled to Qualified Matching Contributions:
Qualified Matching Contributions, if made to the Plan, will be
made on behalf of? (CHOOSE ONE)
OPTION 1: [X] Only Contributing Participants who make
Elective Deferrals who are not Highly
Compensated Employees.
OPTION 2: [ ] All Contributing Participants who make
Elective Deferrals.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Limit on Qualified Matching Contributions:
Notwithstanding the Qualified Matching Contribution formula
specified above, the Employer will not match a Contributing
Participant's Elective Deferrals (and/or Nondeductible Employee
Contribution, if applicable) in excess of $ or % of
------- ----
such Contributing Participant's Compensation.

SECTION 10. ADP AND ACP TESTING OPTIONS

PART A. ACP Test and Elective Deferrals:
Will Elective Deferrals under this Plan (and any other plan of
the Employer, as provided by regulations) be taken into account,
and included as Contribution Percentage Amounts for purposes of
performing the Average Contribution Percentage (ACP) test?
(CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (CHOOSE ONE):
SUBOPTION (a): [X] Only such Elective Deferrals that
are needed to meet the Average
Contribution Percentage test.
SUBOPTION (b): [ ] All Elective Deferrals.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. ACP Test and Qualified Nonelective Contributions
Will Qualified Nonelective Contributions under this Plan (and any
other plan of the Employer, as provided by regulations) be taken
into account, and included as Contribution Percentage Amounts for
purposes of performing the Average Contribution Percentage (ACP)
test? (CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (CHOOSE ONE):
SUBOPTION (a): [X] Only such Qualified
Nonelective Contributions that
are needed to meet the Average
Contribution Percentage test.
SUBOPTION (b): [ ] All Qualified Nonelective
Contributions.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. ADP Test and Qualified Matching Contributions
Will Qualified Matching Contributions under this Plan (or any
other plan of the Employer, as provided by regulations) be taken
into account as Elective Deferrals for purposes of calculating
Actual Deferral Percentages when performing the Actual Deferral
Percentage (ADP) test? (CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (CHOOSE ONE):
SUBOPTION (a): [X] Only such Qualified Matching
Contribution that are needed to
meet the ADP test.
SUBOPTION (b): [ ] All such Qualified Matching
Contributions.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Correction of Aggregate Limit:
If the Aggregate Limit described in Section 11.102 of the Plan is
exceeded, the following adjustments will be made in accordance
with Section 11.402(B)(1) of the Plan (CHOOSE ONE):
OPTION 1: [X] The ACP of Highly Compensated Employees will
be reduced.
OPTION 2: [ ] The ADP of Highly Compensated Employees will
be reduced.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS COMPLETE PARTS A, B AND C

PART A. Contribution Formula (CHOOSE ONE):
OPTION 1: [X] Discretionary Formula. For each Plan Year
the Employer will contribute an amount to be
determined from year to year.
OPTION 2: [ ] Fixed Formula. ________ % of the
Compensation of all Qualifying Participants
under the Plan for the Plan Year.
OPTION 3: [ ] Fixed Percent of Profits Formula. ________%
of the Employer's profits that are in excess
of $___________.
OPTION 4: [ ] Frozen Plan. This Plan is frozen effective
___________ and the Employer will not make
additional contributions to the Plan after
such date.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Allocation Formula (CHOOSE ONE):
OPTION 1: [ ] Pro Rata Formula. Employer Profit Sharing
Contributions shall be allocated to the
Individual Accounts of Qualifying
Participants in the ratio that each
Qualifying Participant's Compensation for the
Plan Year bears to the total Compensation of
all Qualifying Participants for the Plan
Year.
OPTION 2: [ ] Flat Dollar Formula. Employer Profit Sharing
Contributions allocated to the Individual
Accounts of Qualifying Participants for each
Plan Year shall be the same dollar amount for
each Qualifying Participant.
OPTION 3: [X] Integrated Formula. Employer Profit Sharing
Contributions shall be allocated as follows
(START WITH STEP 3 IF THIS PLAN IS NOT A
TOP-HEAVY PLAN):
Step 1. Employer Profit Sharing
Contributions shall first be
allocated pro rata to Qualifying
Participants in the manner
described in Section 11, Part B,
Option 1. The percent so allocated
shall not exceed 3% of each
Qualifying Participant's
Compensation.
Step 2. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 1 shall be
allocated to each Qualifying
Participant's Individual Account in
the ratio that each Qualifying
Participant's Compensation for the
Plan Year in excess of the
integration level bears to all
Qualifying Participants'
Compensation in excess of the
integration level, but not in
excess of 3%.
Step 3. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 2 shall be
allocated to each Qualifying
Participant's Individual Account in
the ratio that the sum of each
Qualifying Participant's total
Compensation and Compensation in
excess of the integration level
bears to the sum of all Qualifying
Participants' total Compensation
and Compensation in excess of the
integration level, but not in
excess of the profit sharing
maximum disparity rate as described
in Section 3.01(B)(3) of the Plan.
Step 4. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 3 shall be
allocated pro rata to Qualifying
Participants in the manner
described in Section 11, Part B,
Option 1.
The integration level shall be (CHOOSE ONE):
SUBOPTION (a): [X] The Taxable Wage Base.
SUBOPTION (b): [ ] $________ (A DOLLAR
AMOUNT LESS THAN THE
TAXABLE WAGE BASE).
SUBOPTION (c): [ ] ______% (NOT MORE THAN
100%) of the Taxable Wage
Base.
NOTE: IF NO OPTION IS SELECTED, SUBOPTION
(A) WILL BE DEEMED TO BE SELECTED.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Qualifying Participants:
A Participant will be a Qualifying Participant and thus entitled
to share in the Employer Profit Sharing Contribution for any Plan
Year only if the Participant is a Participant on at least one day
of such Plan Year and satisfies the following additional
conditions (CHECK ONE OR MORE OPTIONS):
OPTION 1: [ ] No Additional Conditions.
OPTION 2: [X] Hours of Service Requirement. The
Participant completes at least 1000 Hours of
Service during the Plan Year. However, this
condition will be waived for the following
reasons (CHECK AT LEAST ONE):
[ ] The Participant's Death.
[ ] The Participant's Termination of
Employment after having incurred a Disability.
[ ] The Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.
OPTION 3: [X] Last Day Requirement. The Participant is an
Employee of the Employer on the last day of
the Plan Year. However, this condition will
be waived for the following reasons (CHECK AT
LEAST ONE):
[ ] The Participant's Death.
[ ] The Participant's Termination of
Employment after having incurred a Disability.
[ ] The Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 12. COMPENSATION COMPLETE PARTS A THROUGH E

PART A. Basic Definition:
1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation will
mean all of each Participant's (CHOOSE ONE):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation
will mean all of each Participant's (CHOOSE ONE):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
Compensation will mean all of each Participant's (CHOOSE
ONE):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.
NOTE: IF NO OPTION IS SELECTED FOR AN ITEM, OPTION 1
WILL BE DEEMED TO BE SELECTED FOR THAT ITEM.

PART B. Measuring Period for Compensation:
1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation shall
be determined over the following applicable period
(CHOOSE ONE):
OPTION 1: [X] the Plan Year.
OPTION 2: [ ] the calendar year ending with or
within the Plan Year.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation
shall be determined over the following applicable period
(CHOOSE ONE):
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year ending with or
within the Plan Year.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
Compensation shall be determined over the following
applicable period (CHOOSE ONE):
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year ending with or
within the Plan Year.
NOTE: IF NO OPTION IS SELECTED FOR AN ITEM, OPTION 1 WILL BE
DEEMED TO BE SELECTED FOR THAT ITEM.

PART C. Inclusion of Elective Deferrals:
1. Elective Deferrals.
For purposes of Elective Deferrals, does Compensation
include Employer Contributions made pursuant to a salary
reduction agreement which are not includible in the
gross income of the Employee under any of the following
Sections of the Code? (ANSWER "INCLUDED" OR "EXCLUDED"
FOR EACH OF THE FOLLOWING ITEMS.)

Section 125 (cafeteria plans) [X] Included [ ] Excluded
Section 402(e)(3) (401(k) plans) [X] Included [ ] Excluded
Section 402(h)(1)(B) (salary deferral SEP plans) [X] Included [ ] Excluded
Section 403(b) (tax-sheltered annuity plans) [X] Included [ ] Excluded
NOTE: IF A BOX IS NOT CHECKED FOR AN ITEM, "INCLUDED" WILL BE DEEMED TO BE
SELECTED FOR THAT ITEM.

2. Matching Contributions.
For purposes of Matching Contributions, does
Compensation include Employer Contributions made
pursuant to a salary reduction agreement which are not
includible in the gross income of the Employee under any
of the following Sections of the Code? (ANSWER
"INCLUDED" OR "EXCLUDED" FOR EACH OF THE FOLLOWING
ITEMS.)

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
does Compensation include Employer Contributions made
pursuant to a salary reduction agreement which are not
includible in the gross income of the Employee under any
of the following Sections of the Code? (ANSWER
"INCLUDED" OR "EXCLUDED" FOR EACH OF THE FOLLOWING
ITEMS.)

PART D. Pre-Entry Date Compensation:
1. ADP and ACP Testing Purposes.
For the Plan Year in which an Employee enters the Plan,
the Employee's Compensation which shall be taken into
account for purposes of Actual Deferral Percentage (ADP)
and Actual Contribution Percentage (ACP) testing shall
be (CHOOSE ONE):
OPTION 1: [X] The Employee's Compensation only from
the time the Employee became a
Participant in the Plan.
OPTION 2: [ ] The Employee's Compensation for the
whole of such Plan Year.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED
TO BE SELECTED.

2. Other Purposes.
For the Plan Year in which an Employee enters the Plan,
the Employee's Compensation which shall be taken into
account for purposes of the Plan (other than ADP or ACP
testing) shall be (CHOOSE ONE):
OPTION 1: [X] The Employee's Compensation only from
the time the Employee became a
Participant in the Plan.
OPTION 2: [ ] The Employee's Compensation for the
whole of such Plan Year.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED
TO BE SELECTED.

PART E. Exclusions From Compensation:

1. Elective Deferrals
For purposes of Elective Deferrals, Compensation shall
not include the following (CHECK ANY THAT APPLY):
[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)_____________________
NOTE: NO EXCLUSIONS FROM COMPENSATION ARE PERMITTED IF
THE INTEGRATED ALLOCATION FORMULA IN SECTION 11,
PART B IS SELECTED.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation
shall not include the following (CHECK ANY THAT APPLY):
[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)_____________________
NOTE: NO EXCLUSIONS FROM COMPENSATION ARE PERMITTED IF
THE INTEGRATED ALLOCATION FORMULA IN SECTION 11,
PART B IS SELECTED.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
Compensation shall not include the following (CHECK ANY
THAT APPLY):
[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)____________________
NOTE: NO EXCLUSIONS FROM COMPENSATION ARE PERMITTED IF
THE INTEGRATED ALLOCATION FORMULA IN SECTION 11,
PART B IS SELECTED.

SECTION 13. VESTING AND FORFEITURES COMPLETE PARTS A THROUGH H

PART A. Vesting Schedule For Employer Profit Sharing Contributions. A
Participant shall become Vested in his or her Individual Account
derived from Profit Sharing Contributions made pursuant to
Section 11 of the Adoption Agreement as follows (CHOOSE ONE):

----------------------------------------------------------------------------------------------------------------------
YERAS OF VESTED PERCENTAGE
VESTING SERVICE Option 1 [ ] Option 2 [ ] Option 3 [ ] Option 4 [ ] Option 5 [ ] (complete of Chosen)
----------------------------------------------------------------------------------------------------------------------

1 0% 0% 100% 0% 33.33%
----------
2 0% 20% 100% 0% 66.67%
----------
3 0% 40% 100% 20% 100%(not less than 20%)
4 0% 60% 100% 40% 100%(not less than 40%)
5 100% 80% 100% 60% 100%(not less than 60%)
6 100% 100% 100% 80% 100%(not less than 80%)
7 100% 100% 100% 100% 100%(not less than 100%)

NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE SELECTED.

PART B. Vesting Schedule For Matching Contributions. A Participant shall
become Vested in his or her Individual Account derived from
Matching Contributions made pursuant to Section 7 of the Adoption
Agreement as follows (CHOOSE ONE):

1 0% 0% 100% 0% 33.33%
-----------
2 0% 20% 100% 0% 66.67%
-----------
3 0% 40% 100% 20% 100%(not less than 20%)
4 0% 60% 100% 40% 100%(not less than 40%)
5 100% 80% 100% 60% 100%(not less than 60%)
6 100% 100% 100% 80% 100%(not less than 80%)
7 100% 100% 100% 100% 100%(not less than 100%)

NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE SELECTED.

PART C. Hours Required For Vesting Purposes:
1. 1000 Hours of Service (NO MORE THAN 1,000) shall
-------
be required to constitute a Year of Vesting Service.
2. 500 Hours of Service (NO MORE THAN 500 BUT LESS THAN
-------
THE NUMBER SPECIFIED IN SECTION 13, PART C, ITEM
1, ABOVE) must be exceeded to avoid a Break in
Vesting Service.
3. For purposes of determining Years of Vesting Service,
Employees shall be given credit for Hours of Service
with the following predecessor employer(s) (Complete if
applicable)_____________________________________________

________________________________________________________

PART D. Exclusion of Certain Years of Vesting Service:
All of an Employee's Years of Vesting Service with the Employer
are counted to determine the vesting percentage in the
Participant's Individual Account except (CHECK ANY THAT APPLY):
[ ] Years of Vesting Service before the Employee reaches age 18.
[ ] Years of Vesting Service before the Employer maintained this
Plan or a predecessor plan.

PART E. Fully Vested Under Certain Circumstances:
Will a Participant be fully Vested under the following
circumstances? (ANSWER "YES" OR "NO" TO EACH OF THE FOLLOWING
ITEMS BY CHECKING THE APPROPRIATE BOX)
1. The Participant dies. [X] Yes [ ] No
2. The Participant incurs a Disability. [X] Yes [ ] No
3. The Participant satisfies the conditions for Early Retirement
Age (IF APPLICABLE). [X] Yes [ ] No
NOTE: IF A BOX IS NOT CHECKED FOR AN ITEM, "YES" WILL BE DEEMED TO BE
SELECTED FOR THAT ITEM.

PART F. Allocation of Forfeitures of Employer Profit Sharing
Contributions:
Forfeitures of Employer Profit Sharing Contributions shall be
(CHOOSE ONE):
OPTION 1: [ ] Allocated to the Individual Accounts of the
Participants specified below in the manner as
described in Section 11, Part B (for Employer
Profit Sharing Contributions)

The Participants entitled to receive
allocations of such Forfeitures shall be
(CHOOSE ONE):
SUBOPTION (a): [ ] Only Qualifying
Participants.
SUBOPTION (b): [ ] All Participants.

OPTION 2: [X] Applied to reduce Employer Profit Sharing
Contributions (CHOOSE ONE):
SUBOPTION (a): [X] For the Plan Year for
which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the Plan
Year for which the
Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the Plan's
administrative expenses and any excess
applied to reduce Employer Profit Sharing
Contributions (CHOOSE ONE):
SUBOPTION (a): [ ] For the Plan Year
for which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the
Plan Year for which
the Forfeiture arises.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 AND SUBOPTION (a) WILL BE DEEMED
TO BE SELECTED.

PART G. Allocation of Forfeitures of Matching Contributions:
Forfeitures of Matching Contributions shall be (CHOOSE ONE):
OPTION 1: [ ] Allocated, after all other Forfeitures
under the Plan, to each Participant's
Individual Account in the ratio which
each Participant's Compensation for
the Plan Year bears to the total
Compensation of all Participants for
such Plan Year.

The Participants entitled to receive allocations of such
Forfeitures shall be (CHOOSE ONE):

SUBOPTION (a): [ ] Only Qualifying Contributing Participants.
SUBOPTION (b): [ ] Only Qualifying Participants.
SUBOPTION (c): [ ] All Participants.

OPTION 2: [X] Applied to reduce Matching Contributions (CHOOSE
ONE):
SUBOPTION (a): [X] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (b): [ ] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the Plan's
administrative expenses and any excess
applied to reduce Matching Contributions
(CHOOSE ONE):
SUBOPTION (a): [ ] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (b): [ ] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 AND SUBOPTION (a) WILL
BE DEEMED TO BE SELECTED.

PART H. Allocation of Forfeitures of Excess Aggregate Contributions:
Forfeitures of Excess Aggregate Contributions shall be (CHOOSE
ONE):
OPTION 1: [ ] Allocated, after all other Forfeitures
under the Plan, to each Contributing
Participant's Matching Contribution
account in the ratio which each
Contributing Participant's
Compensation for the Plan Year bears
to the total Compensation of all
Contributing Participants for such
Plan Year. Such Forfeitures will not
be allocated to the account of any
Highly Compensated Employee.

OPTION 2: [X] Applied to reduce Matching Contributions
(CHOOSE ONE):
SUBOPTION (a): [X] For the Plan Year for
which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the Plan
Year for which the
Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the Plan's
administrative expenses and any excess
applied to reduce Matching Contributions
(CHOOSE ONE):
SUBOPTION (a): [ ] For the Plan Year for
which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the Plan
Year for which the
Forfeiture arises.

NOTE: IF NO OPTION IS SELECTED, OPTION 2 AND SUBOPTION (a) WILL
BE DEEMED TO BE SELECTED.

SECTION 14. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE

PART A. The Normal Retirement Age under the Plan shall be (CHECK AND
COMPLETE ONE OPTION):
OPTION 1: [X] Age 65.
OPTION 2: [ ] Age ________ (NOT TO EXCEED 65).
OPTION 3: [ ] The later of age ________ (NOT TO EXCEED 65)
or the ________ (NOT TO EXCEED 5TH)
anniversary of the first day of the first
Plan Year in which the Participant commenced
participation in the Plan.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Early Retirement Age (CHOOSE ONE OPTION):
OPTION 1: [ ] An Early Retirement Age is not applicable
under the Plan.
OPTION 2: [ ] Age ____ (NOT LESS THAN 55 NOR MORE THAN 65).
OPTION 3: [X] A Participant satisfies the Plan's Early
Retirement Age conditions by attaining age
55 (NOT LESS THAN 55) and completing 5
Years of Vesting Service.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 15. DISTRIBUTIONS (COMPLETE PARTS A AND B)

PART A. Distributable Events. Answer each of the following items.
1. Termination of Employment Before Normal Retirement Age. May
a Participant who has not reached Normal Retirement Age
request a distribution from the Plan of that portion of the
Participant's Individual Account attributable to the
following types of contributions upon Termination of
Employment?
Elective Deferrals [X] Yes [ ] No
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

2. Disability. May a Participant who has incurred a Disability
request a distribution from the Plan of that portion of the
Participant's Individual Account attributable to the following
types of contributions?
Elective Deferrals [ ] Yes [X] No
Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

3. Attainment of Normal Retirement Age. May a Participant
who has attained Normal Retirement Age but has not
incurred a Termination of Employment request a
distribution from the Plan of that portion of the
Participant's Individual Account attributable to the
following types of contributions?
Elective Deferrals [X] Yes [ ] No
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

4. Attainment of Age 59 1/2. Will Participants who have
attained age 59 1/2 be permitted to withdraw Elective
Deferrals while still employed by the Employer? [ ] Yes [X] No

5. Hardship Withdrawals of Elective Deferrals: Will Participants
be permitted to withdraw Elective Deferrals on account of
hardship pursuant to Section 11.503 of the Plan?
[X] Yes [ ] No

6. In-Service Withdrawals. Will Participants be permitted to
request a distribution of that portion of the Participant's
Individual Account attributable to the following types of
contributions during service pursuant to Section 6.01(A)(3)
of the Plan?
Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

7. One-Time In-Service Withdrawal Option. Will the one-time
in-service withdrawal provisions described in
Section 6.01(A)(5) of the Plan apply to the following types
of contributions?
Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

If the answer is "Yes," specify percentage that a Participant
may withdraw: _____%

8. Hardship Withdrawals. Will Participants be permitted to make
hardship withdrawals of that portion of the Participant's
Individual Account attributable to the following types of
contributions pursuant to Section 6.01(A)(4) of the Plan?
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

9. Withdrawals of Rollover or Transfer Contributions. Will
Employees be permitted to withdraw their Rollover or
Transfer Contributions at any time? [X] Yes [ ] No

NOTE: IF A BOX IS NOT CHECKED FOR AN ITEM, "YES" WILL BE DEEMED
TO BE SELECTED FOR THAT ITEM. SECTION 411(d)(6) OF THE CODE
PROHIBITS THE ELIMINATION OF PROTECTED BENEFITS. IN GENERAL,
PROTECTED BENEFITS INCLUDE THE FORMS AND TIMING OF PAYOUT
OPTIONS. IF THE PLAN IS BEING ADOPTED TO AMEND AND REPLACE A
PRIOR PLAN THAT PERMITTED A DISTRIBUTION OPTION DESCRIBED ABOVE,
YOU MUST ANSWER "YES" TO THAT ITEM.

PART B. Timing of Distributions:
1. Termination of Employment. Where a Participant who is
entitled to a distribution under the Plan has a
Termination of Employment (for reasons other than death,
Disability or attainment of Normal Retirement Age),
distributions shall commence (CHECK ONE):
OPTION (a): [X] As soon as administratively
feasible following the date
the Participant requests a
distribution.
OPTION (b): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant requests a
distribution.
OPTION (c): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant requests a
distribution or the
Participant incurs ________
(NOT MORE THAN 5) consecutive
one-year Breaks in Vesting
Service, whichever is later.

NOTE: IF NO OPTION IS SELECTED, OPTION (a) WILL BE
DEEMED TO BE SELECTED.

2. Death, Disability or Attainment of Normal Retirement
Age. Where a Participant dies, incurs a Disability or
attains Normal Retirement Age, and a distributable event
has occurred, distributions shall commence (CHECK ONE):
OPTION (a): [X] As soon as administratively
feasible following the date
the Participant (or
Beneficiary of a deceased
Participant) requests a
distribution.
OPTION (b): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant (or
Beneficiary of a deceased
Participant) requests a
distribution.
OPTION (c): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant (or
Beneficiary of a deceased
Participant) requests a
distribution or the
Participant incurs ________
(NOT MORE THAN 5) consecutive
one-year Breaks in Vesting
Service, whichever is later.
NOTE: IF NO OPTION IS SELECTED, OPTION (a) WILL BE
DEEMED TO BE SELECTED.

SECTION 16. JOINT AND SURVIVOR ANNUITY

PART A. Retirement Equity Act Safe Harbor:
Will the safe harbor provisions of Section 6.05(F) of the Plan
apply? (CHOOSE ONLY ONE OPTION)
OPTION 1: [ ] Yes.
OPTION 2: [X] No.
NOTE: YOU MUST SELECT "NO" IF YOU ARE ADOPTING THIS PLAN AS AN
AMENDMENT AND RESTATEMENT OF A PRIOR PLAN THAT WAS
SUBJECT TO THE JOINT AND SURVIVOR ANNUITY REQUIREMENTS.

PART B. Survivor Annuity Percentage: (COMPLETE ONLY IF YOUR ANSWER IN
SECTION 16, PART A IS "NO.")
The survivor annuity portion of the Joint and Survivor Annuity
shall be a percentage equal to 50% (AT LEAST 50% BUT NO MORE
-----
THAN 100%) of the amount paid to the Participant prior to his or
her death.

SECTION 17. OTHER OPTIONS ANSWER "YES" OR "NO" TO EACH OF THE FOLLOWING
QUESTIONS BY CHECKING THE APPROPRIATE BOX. IF A BOX IS NOT
CHECKED FOR A QUESTION, THE ANSWER WILL BE DEEMED TO BE "NO."

A. Loans: Will loans to Participants pursuant to Section 6.08 of the
Plan be permitted? [ ] Yes [X] No

B Insurance: Will the Plan allow for the investment in insurance
policies pursuant to Section 5.13 of the Plan? [ ] Yes [X] No

C. Employer Securities: Will the Plan allow for the investment in
qualifying Employer securities or qualifying Employer real
property? [X] Yes [ ] No

D. Rollover Contributions: Will Employees be permitted to make
rollover contributions to the Plan pursuant to Section 3.03 of
the Plan? [X] Yes [ ] No
[ ] Yes, but
only after
becoming a
Participant.

E. Transfer Contributions: Will Employees be permitted to make
transfer contributions to the Plan pursuant to Section 3.04 of
the Plan? [X] Yes [ ] No
[ ] Yes, but
only after
becoming a
Participant.

F. Nondeductible Employee Contributions: Will Participants be
permitted to make Nondeductible Employee Contributions pursuant
to Section 11.305 of the Plan? [ ] Yes [X] No
Check here if such contributions will be mandatory. [ ]

SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS

PART A. Authorization:
Will Participants be permitted to direct the investment of their
Plan assets pursuant to Section 5.14 of the Plan? (CHOOSE ONE)
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 18 ONLY IF
OPTION 1 IS SELECTED.

PART B. Investment Options:
Participants can direct the investment of their Plan assets among
the following investments (CHOOSE ONE):
OPTION 1: [X] Only those investment options designated by
the Plan Administrator or other fiduciary.
OPTION 2: [ ] Any allowable investment.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Accounts Subject to Participant Direction:
Participants can direct the following portions of their
Individual Accounts (CHOOSE ONE):
OPTION 1: [ ] Those accounts that the Plan
Administrator may designate from time
to time in a uniform and
nondiscriminatory manner.
OPTION 2: [X] Entire Individual Account.
OPTION 3: [ ] The following accounts (CHECK ALL THAT APPLY):
[ ] Elective Deferral Account.
[ ] Matching Contribution Account.
[ ] Employer Profit Sharing Account.
[ ] Rollover Contribution Account.
[ ] Transfer Contribution Account.
[ ] Other (SPECIFY) ______________________________
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Frequency of Investment Changes:
Participants may make changes to the investments within their
Individual Accounts with the following frequency (CHOOSE ONE):
OPTION 1: [ ] In accordance with uniform and
nondiscriminatory rules established by
the Plan Administrator or other fiduciary.
OPTION 2: [X] Daily.
OPTION 3: [ ] Monthly.
OPTION 4: [ ] Quarterly.
OPTION 5: [ ] Other (SPECIFY)_______________________________
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. ALSO NOTE THAT THE PLAN'S VALUATION DATES MUST BE AT
LEAST AS OFTEN AS THE FREQUENCY CHOSEN HERE.

SECTION 19. MISCELLANEOUS DEFINITIONS COMPLETE PARTS A AND B

PART A. Valuation Date:
The Plan Valuation Date shall be (CHOOSE ONE):
OPTION 1: [ ] The last day of the Plan Year and each
other date designated by the Plan
Administrator which is selected in a
uniform and nondiscriminatory manner.
OPTION 2: [X] Daily.
OPTION 3: [ ] The last day of each Plan quarter.
OPTION 4: [ ] The last day of each month.
OPTION 5: [ ] Other (SPECIFY)_______________________________
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Disability:
For purposes of this Plan, Disability shall mean (CHOOSE ONE):
OPTION 1: [X] The inability to engage in any substantial,
gainful activity by reason of any medically
determinable physical or mental impairment
that can be expected to result in death or
which has lasted or can be expected to last
for a continuous period of not less than 12
months.
OPTION 2: [ ] The inability to engage in any
substantial, gainful activity in the
Employee's trade or profession for
which the Employee is best qualified
through training or experience.
OPTION 3: [ ] Other (SPECIFY)______________________________
_____________________________________________

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 20. LIMITATION ON ALLOCATIONS - More Than One Plan

If you maintain or ever maintained another qualified plan in
which any Participant in this Plan is (or was) a Participant or
could become a Participant, you must complete this section. You
must also complete this section if you maintain a welfare
benefit fund, as defined in Section 419(e) of the Code, or an
individual medical account, as defined in Section 415(l)(2) of
the Code, under which amounts are treated as annual additions
with respect to any Participant in this Plan.

PART A. Individually Designed Defined Contribution Plan:
If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a master
or prototype plan:
1. [X] The provisions of Section 3.05(B)(1) through 3.05(B)(6)
of the Plan will apply as if the other plan were a
master or prototype plan.
2. [ ] Other method. (PROVIDE THE METHOD UNDER WHICH THE PLANS
WILL LIMIT TOTAL ANNUAL ADDITIONS TO THE MAXIMUM
PERMISSIBLE AMOUNT, AND WILL PROPERLY REDUCE ANY EXCESS
AMOUNTS, IN A MANNER THAT PRECLUDES EMPLOYER
DISCRETION.) __________________________________________

PART B. Defined Benefit Plan:
If the Participant is or has ever been a participant in a defined
benefit plan maintained by the Employer, the Employer will
provide below the language which will satisfy the 1.0 limitation
of Section 415(e) of the Code.
1. [ ] If the projected annual addition to this Plan to the
account of a Participant for any limitation year would
cause the 1.0 limitation of Section 415(e) of the Code
to be exceeded, the annual benefit of the defined
benefit plan for such limitation year shall be
reduced so that the 1.0 limitation shall be satisfied.

If it is not possible to reduce the annual benefit of
the defined benefit plan and the projected annual
addition to this Plan to the account of a Participant
for a limitation year would cause the 1.0 limitation
to be exceeded, the Employer shall reduce the
Employer Contribution which is to be allocated to
this Plan on behalf of such Participant so that the
1.0 limitation will be satisfied. (The provisions of
Section 415(e) of the Code are incorporated herein by
reference under the authority of Section 1106(h) of
the Tax Reform Act of 1986.)

2. [ ] Other method. (PROVIDE LANGUAGE DESCRIBING ANOTHER
METHOD. SUCH LANGUAGE MUST PRECLUDE EMPLOYER
DISCRETION.)

SECTION 21. TOP-HEAVY ISSUES COMPLETE PARTS A, B, C AND D

PART A. Minimum Allocation or Benefit:
For any Plan Year with respect to which this Plan is a Top-Heavy
Plan, any minimum allocation required pursuant to Section 3.01(E)
of the Plan shall be made (CHOOSE ONE):
OPTION 1: [X] To this Plan.
OPTION 2: [ ] To the following other plan maintained by the
Employer (SPECIFY NAME AND PLAN NUMBER OF PLAN)
______________________________________________
OPTION 3: [ ] In accordance with the method described on an
attachment to this Adoption Agreement. (ATTACH
LANGUAGE DESCRIBING THE METHOD THAT WILL BE
USED TO SATISFY SECTION 416 OF THE CODE. SUCH
METHOD MUST PRECLUDE EMPLOYER DISCRETION.)

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Participants Entitled To Receive Minimum Allocation:
Any minimum allocation required pursuant to Section 3.01(E) of
the Plan shall be allocated to the Individual Accounts of (CHOOSE
ONE):
OPTION 1: [ ] Only Participants who are not Key Employees.
OPTION 2: [X] All Participants.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Top-Heavy Ratio:
For purposes of establishing the present value of benefits under
a defined benefit plan to compute the top-heavy ratio as
described in Section 10.08(C) of the Plan, any benefit shall be
discounted only for mortality and interest based on the following
(CHOOSE ONE):
OPTION 1: [X] Not applicable because the Employer has not
maintained a defined benefit plan.
OPTION 2: [ ] The interest rate and mortality table specified
for this purpose in the defined benefit plan.
OPTION 3: [ ] Interest rate of ______% and the following
mortality table (SPECIFY) ____________________
______________________________________________

NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

PART D. Top-Heavy Vesting Schedule:
Pursuant to Section 6.01(C) of the Plan, the vesting schedule
that will apply when this Plan is a Top-Heavy Plan (unless the
Plan's regular vesting schedule provides for more rapid vesting)
shall be (CHOOSE ONE):
OPTION 1: [X] 6 Year Graded.
OPTION 2: [ ] 3 Year Cliff.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 22. PROTOTYPE SPONSOR

Name of Prototype Sponsor: Aetna Life Insurance and Annuity Co.
---------------------------------------
Address: 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
---------------------------------------------------------
Telephone Number: 000-000-0000
------------
PERMISSIBLE INVESTMENTS
The assets of the Plan shall be invested only in those investments
described below (TO BE COMPLETED BY THE PROTOTYPE SPONSOR):
Only those elected in the Plan Sponsor/Trustee Information document
-------------------------------------------------------------------

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

SECTION 23. TRUSTEE OR CUSTODIAN

OPTION A. [ ] Financial Organization as Trustee or Custodian
CHECK ONE: [ ] Custodian, [ ] Trustee without full trust
powers, or [ ] Trustee with full trust powers

Financial Organization
-------------------------------------------
Signature
---------------------------------------------------------
Type Name
---------------------------------------------------------
COLLECTIVE OR COMMINGLED FUNDS
List any collective or commingled funds maintained by the
financial organization Trustee in which assets of the Plan may be
invested (COMPLETE IF APPLICABLE).

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

OPTION B. [X] Individual Trustee(s)

Signature Signature
------------------ ------------------
Type Name Xxxx Xxxxxxx Type Name Xxxxxx Xxxxxxx
------------------ ------------------
Signature Signature
------------------ ------------------
Type Name Xxxxxxx Xxxxxx Type Name
------------------ ------------------

SECTION 24. RELIANCE

The Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that
the Plan is qualified under Section 401 of the Internal Revenue
Code. In order to obtain reliance with respect to plan
qualification, the Employer must apply to the appropriate Key
District office for a determination letter.

This Adoption Agreement may be used only in conjunction with
Basic Plan Document No. 04.

SECTION 25. EMPLOYER SIGNATURE IMPORTANT: PLEASE READ BEFORE SIGNING

I am an authorized representative of the Employer named above and
I state the following:
1. I acknowledge that I have relied upon my own advisors
regarding the completion of this Adoption Agreement and
the legal tax implications of adopting this Plan.
2. I understand that my failure to properly complete this
Adoption Agreement may result in disqualification of the
Plan.
3. I understand that the Prototype Sponsor will inform me
of any amendments made to the Plan and will notify me
should it discontinue or abandon the Plan.
4. I have received a copy of this Adoption Agreement and
the corresponding Basic Plan Document.

Signature Signature
------------------ ------------------

Type Name Type Name
------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Fremont Acquisition Corporation; Trade Name: TBS
-------------------------------------------------------------
Printware, Inc.
---------------
Address 0000 Xxxxxxx Xxxxxx
-----------------------------------------------------------------------
City Fremont State CA Zip 94538-3152
---------------- ------------- -------------------
Telephone: 000-000-0000 Related Employer's Federal Tax Identification
--------------- Number 00-0000000
----------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------
Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
----------------------------------------- ------------------
ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
----------------------------- ------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ------------------
ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ------------
Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary
------------------------------------------ and Vice President
------------------
Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ------------
Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ ------------------
Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ ------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------
Name of Employer MCSC Bulldog Acquisition Corporation; Trade Name: Computer
--------------------------------------------------------------
Showcase, Inc.
--------------
Address 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
-----------------------------------------------------------------------
City Norcross State GA Zip 30093
----------------- ----------------- ---------------------
Telephone: 000-000-0000 Related Employer's Federal Tax Identification
----------------- Number 00-0000000
-----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.
-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------
Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ------------------
ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ------------
Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary
------------------------------------------ and Vice President
-------------------
Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ -------------
Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ -------------------
Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ -------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ -------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Oregon Acquisition Corporation; Trade Name: Force 4 D.P
Supplies, Inc.
--------------------------------------------------------------
Address 0000 XX Xxx Xxxx
-----------------------------------------------------------------------
City Portland State OR Zip 97223
--------------- --------------- ----------------------
Telephone: 000-000-0000 Related Employer's Federal Tax Identification
-------------- Number 00-0000000
-----------------

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ------------
Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary
------------------------------------------ and Vice President
-------------------
Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ -------------
Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ -------------------
Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ -------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ -------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------
Name of Employer MCSC Texas Acquisition Corporaiton; Trade Name: BRITCO, Inc.
-------------------------------------------------------------
Address 8179 Xxxxxx
----------------------------------------------------------------------
City Houston State TX Zip 77054
--------------- ------------- ----------------------------
Telephone: 000-000-0000 Related Employer's Federal Tax Identification
------------ Number 00-0000000
-----------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------
Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ------------------
ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ -------------
Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ -------------------
Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ------------
Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary
------------------------------------------ and Vice President
-------------------
Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ -------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ -------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer New Hampshire Acquisition Corporation; Trade Name: NTI
--------------------------------------------------------------

Address 00 Xxxx Xxxxx
-----------------------------------------------------------------------

City Xxxxxxxxx Xxxxx XX Xxx 00000
-------------------- -------------------- -----------------

Telephone: 000-000-0000 Related Employer's Federal
-------------- Tax Identification Number 00-0000000
-----------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
----------------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary and Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

Signature for Trustee Date Signed
------------------------------ ---------------------------------

Type Name Title
------------------------------------------ ---------------------------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Fremont Acquisition Corporaiton: Trade Name: TBS
-------------------------------------------------------------
Printware, Inc.
----------------

Address 0000 Xxxxxxx Xxxxxx
------------------------------------------------------------------------

City Fremont State CA Zip 94538-3152
-------------------- ------------------- -----------------

Telephone: 000-000-0000 Related Employer's Federal
-------------- Tax Identification Number 00-0000000
------------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- --------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
----------------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary and Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

Signature for Trustee Date Signed
------------------------------ ---------------------------------

Type Name Title
------------------------------------------ ---------------------------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer New Hampshire Acquisition Corporation; Trade Name: NTI
--------------------------------------------------------------

Address 00 Xxxx Xxxxx
-----------------------------------------------------------------------

City Xxxxxxxxx Xxxxx XX Xxx 00000
-------------------- ------------------- -----------------

Telephone: 000-000-0000 Related Employer's Federal
-------------- Tax Identification Number 00-0000000
-----------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
----------------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary and Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

Signature for Trustee Date Signed
------------------------------ ---------------------------------

Type Name Title
------------------------------------------ ---------------------------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Texas Acquisition Corporaiton; Trade Name: BRITCO, Inc.
--------------------------------------------------------------

Address 8179 Xxxxxx
-----------------------------------------------------------------------

City Houston State TX Zip 77054
-------------------- ------------------- -----------------

Telephone: 000-000-0000 Related Employer's Federal
-------------- Tax Identification Number 00-0000000
------------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
----------------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary and Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

Signature for Trustee Date Signed
------------------------------ ---------------------------------

Type Name Title
------------------------------------------ ---------------------------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Oregon Acquisition Corporation; Trade Name: Force 4 D.P
--------------------------------------------------------------
Supplies, Inc.
--------------

Address 0000 XX Xxx Xxxx
-----------------------------------------------------------------------

City Portland State OR Zip 97223
--------------------- ------------------- -----------------

Telephone: 000-000-0000 Related Employer's Federal
-------------- Tax Identification Number 00-0000000
-----------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
----------------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary and Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

Signature for Trustee Date Signed
------------------------------ ---------------------------------

Type Name Title
------------------------------------------ ---------------------------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Building Acquisition Corporation; Trade Name:
-------------------------------------------------------------
Computer Showcase, Inc.
-----------------------
Address 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
-----------------------------------------------------------------------

City Norcross State GA Zip 30093
-------------------- ------------------- -----------------
Telephone: 000-000-0000 Related Employer's Federal
-------------- Tax Identification Number 00-0000000
-----------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
--------------------- ---------------------------------
Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98
----------------------------- ---------------------------------

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Xxxxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxxxx X. Xxxxxxx Title Director, Secretary and Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxx X. Xxxxxxx Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name Xxxx X. Xxxxxxx Title Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ Xxxxxxx X. Xxxxxx Date Signed 4/29/98

Type Name Xxxxxxx X. Xxxxxx Title President, CEO
------------------------------------------ ---------------------------------------

Signature for Trustee Date Signed
------------------------------ ---------------------------------

Type Name Title
------------------------------------------ ---------------------------------------

BASIC PLAN DOCUMENT 04
TABLE OF CONTENTS

SECTION ONE: DEFINITIONS

1.01 Adoption Agreement. . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Basic Plan Document . . . . . . . . . . . . . . . . . . . . . . . 1
1.03 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.04 Break in Eligibility Service. . . . . . . . . . . . . . . . . . . 1
1.05 Break in Vesting Service. . . . . . . . . . . . . . . . . . . . . 1
1.06 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.07 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.08 Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.09 Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.10 Early Retirement Age. . . . . . . . . . . . . . . . . . . . . . . 3
1.11 Earned Income . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.12 Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.13 Eligibility Computation Period. . . . . . . . . . . . . . . . . . 3
1.14 Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.15 Employer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.16 Employer Contribution . . . . . . . . . . . . . . . . . . . . . . 3
1.17 Employment Commencement Date. . . . . . . . . . . . . . . . . . . 3
1.18 Employer Profit Sharing Contribution. . . . . . . . . . . . . . . 3
1.19 Entry Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.20 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.21 Forfeiture. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.22 Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.23 Highly Compensated Employee . . . . . . . . . . . . . . . . . . . 4
1.24 Hours of Service - Means. . . . . . . . . . . . . . . . . . . . . 4
1.25 Individual Account. . . . . . . . . . . . . . . . . . . . . . . . 5
1.26 Investment Fund . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.27 Key Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.28 Leased Employee . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.29 Nondeductible Employee Contributions. . . . . . . . . . . . . . . 5
1.30 Normal Retirement Age . . . . . . . . . . . . . . . . . . . . . . 6
1.31 Owner-Employee. . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.32 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.33 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.34 Plan Administrator. . . . . . . . . . . . . . . . . . . . . . . . 6
1.35 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.36 Prior Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.37 Prototype Sponsor . . . . . . . . . . . . . . . . . . . . . . . . 6
1.38 Qualifying Participant. . . . . . . . . . . . . . . . . . . . . . 6
1.39 Related Employer. . . . . . . . . . . . . . . . . . . . . . . . . 6
1.40 Related Employer Participation Agreement. . . . . . . . . . . . . 6
1.41 Self-Employed Individual. . . . . . . . . . . . . . . . . . . . . 6
1.42 Separate Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.43 Taxable Wage Base . . . . . . . . . . . . . . . . . . . . . . . . 6
1.44 Termination of Employment . . . . . . . . . . . . . . . . . . . . 6
1.45 Top-Heavy Plan. . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.46 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.47 Valuation Date. . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.48 Vested. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.49 Year of Eligibility Service . . . . . . . . . . . . . . . . . . . 7
1.50 Year of Vesting Service . . . . . . . . . . . . . . . . . . . . . 7

SECTION TWO: ELIGIBILITY AND PARTICIPATION

2.01 Eligibility To Participate. . . . . . . . . . . . . . . . . . . . 7
2.02 Plan Entry. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.03 Transfer to or From Ineligible Class. . . . . . . . . . . . . . . 8
2.04 Return as a Participant After Break in Eligibility Service. . . . 8
2.05 Determinations Under This Section . . . . . . . . . . . . . . . . 8
2.06 Terms of Employment . . . . . . . . . . . . . . . . . . . . . . . 8
2.07 Special Rules Where Elapsed Time Method Is Being Used . . . . . . 8
2.08 Election Not To Participate . . . . . . . . . . . . . . . . . . . 9

SECTION THREE: CONTRIBUTIONS

3.01 Employer Contributions. . . . . . . . . . . . . . . . . . . . . . 9
3.02 Nondeductible Employee Contributions. . . . . . . . . . . . . . .12
3.03 Rollover Contributions. . . . . . . . . . . . . . . . . . . . . .12
3.04 Transfer Contributions. . . . . . . . . . . . . . . . . . . . . .12
3.05 Limitation on Allocations . . . . . . . . . . . . . . . . . . . .12

SECTION FOUR: INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION
4.01 Individual Accounts . . . . . . . . . . . . . . . . . . . . . . .16
4.02 Valuation of Fund . . . . . . . . . . . . . . . . . . . . . . . .16
4.03 Valuation of Individual Accounts. . . . . . . . . . . . . . . . .16
4.04 Modification of Method for Valuing Individual Accounts. . . . . .17
4.05 Segregation of Assets . . . . . . . . . . . . . . . . . . . . . .17
4.06 Statement of Individual Accounts. . . . . . . . . . . . . . . . .17

SECTION FIVE: TRUSTEE OR CUSTODIAN
5.01 Creation of Fund. . . . . . . . . . . . . . . . . . . . . . . . .17
5.02 Investment Authority. . . . . . . . . . . . . . . . . . . . . . .17
5.03 Financial Organization Custodian or Trustee Without
Full Trust Powers . . . . . . . . . . . . . . . . . . . . . . . .17
5.04 Financial Organization Trustee With Full Trust Powers and
Individual Trustee. . . . . . . . . . . . . . . . . . . . . . . .18
5.05 Division of Fund Into Investment Funds. . . . . . . . . . . . . .19
5.06 Compensation and Expenses . . . . . . . . . . . . . . . . . . . .19
5.07 Not Obligated to Question Data. . . . . . . . . . . . . . . . . .20
5.08 Liability For Withholding on Distributions. . . . . . . . . . . .20
5.09 Resignation or Removal of Trustee (or Custodian). . . . . . . . .20
5.10 Degree of Care - Limitations of Liability . . . . . . . . . . . .20
5.11 Indemnification of Prototype Sponsor and Trustee (or Custodian) .20
5.12 Investment Managers . . . . . . . . . . . . . . . . . . . . . . .21
5.13 Matters Relating to Insurance . . . . . . . . . . . . . . . . . .21
5.14 Direction of Investments by Participant . . . . . . . . . . . . .22

SECTION SIX: VESTING AND DISTRIBUTION
6.01 Distribution To Participant . . . . . . . . . . . . . . . . . . .22
6.02 Form of Distribution to a Participant . . . . . . . . . . . . . .25
6.03 Distributions Upon the Death of a Participant . . . . . . . . . .26
6.04 Form of Distribution to Beneficiary . . . . . . . . . . . . . . .26
6.05 Joint and Survivor Annuity Requirements . . . . . . . . . . . . .27
6.06 Distribution Requirements . . . . . . . . . . . . . . . . . . . .30
6.07 Annuity Contracts . . . . . . . . . . . . . . . . . . . . . . . .33
6.08 Loans to Participants . . . . . . . . . . . . . . . . . . . . . .33
6.09 Distribution in Kind. . . . . . . . . . . . . . . . . . . . . . .34
6.10 Direct Rollovers of Eligible Rollover Distributions . . . . . . .34
6.11 Procedure for Missing Participants or Beneficiaries . . . . . . .35

SECTION SEVEN: CLAIMS PROCEDURE
7.01 Filing a Claim for Plan Distributions . . . . . . . . . . . . . .35
7.02 Denial of Claim . . . . . . . . . . . . . . . . . . . . . . . . .35
7.03 Remedies Available. . . . . . . . . . . . . . . . . . . . . . . .35

SECTION EIGHT: PLAN ADMINISTRATOR

8.01 Employer is Plan Administrator. . . . . . . . . . . . . . . . . .36
8.02 Powers and Duties of the Plan Administrator . . . . . . . . . . .36
8.03 Expenses and Compensation . . . . . . . . . . . . . . . . . . . .37
8.04 Information from Employer . . . . . . . . . . . . . . . . . . . .37

SECTION NINE: AMENDMENT AND TERMINATION
9.01 Right of Prototype Sponsor to Amend the Plan. . . . . . . . . . .37
9.02 Right of Employer to Amend the Plan . . . . . . . . . . . . . . .37
9.03 Limitation on Power to Amend. . . . . . . . . . . . . . . . . . .37
9.04 Amendment of Vesting Schedule . . . . . . . . . . . . . . . . . .38
9.05 Permanency. . . . . . . . . . . . . . . . . . . . . . . . . . . .38
9.06 Method and Procedure for Termination. . . . . . . . . . . . . . .38
9.07 Continuance of Plan by Successor Employer . . . . . . . . . . . .38
9.08 Failure of Plan Qualification . . . . . . . . . . . . . . . . . .38

SECTION TEN: MISCELLANEOUS
10.01 State Community Property Laws . . . . . . . . . . . . . . . . . .38
10.02 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
10.03 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . .39
10.04 Plan Merger or Consolidation. . . . . . . . . . . . . . . . . . .39
10.05 Standard of Fiduciary Conduct . . . . . . . . . . . . . . . . . .39
10.06 General Undertaking Of All Parties. . . . . . . . . . . . . . . .39
10.07 Agreement Binds Heirs, Etc. . . . . . . . . . . . . . . . . . . .39
10.08 Determination Of Top-Heavy Status . . . . . . . . . . . . . . . .39
10.09 Special Limitations for Owner-Employees . . . . . . . . . . . . .40
10.10 Inalienability of Benefits. . . . . . . . . . . . . . . . . . . .41
10.11 Cannot Eliminate Protected Benefits . . . . . . . . . . . . . . .41

SECTION ELEVEN: 401(k) PROVISIONS
11.100 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .41
11.101 Actual Deferral Percentage (ADP). . . . . . . . . . . . . . . . .41
11.102 Aggregate Limit . . . . . . . . . . . . . . . . . . . . . . . . .42
11.103 Average Contribution Percentage (ACP) . . . . . . . . . . . . . .42
11.104 Contributing Participant. . . . . . . . . . . . . . . . . . . . .42
11.105 Contribution Percentage . . . . . . . . . . . . . . . . . . . . .42
11.106 Contribution Percentage Amounts . . . . . . . . . . . . . . . . .42
11.107 Elective Deferrals. . . . . . . . . . . . . . . . . . . . . . . .42
11.108 Eligible Participant. . . . . . . . . . . . . . . . . . . . . . .42
11.109 Excess Aggregate Contributions. . . . . . . . . . . . . . . . . .42
11.110 Excess Contributions. . . . . . . . . . . . . . . . . . . . . . .43
11.111 Excess Elective Deferrals . . . . . . . . . . . . . . . . . . . .43
11.112 Matching Contribution . . . . . . . . . . . . . . . . . . . . . .43
11.113 Qualified Nonelective Contributions . . . . . . . . . . . . . . .43
11.114 Qualified Matching Contributions. . . . . . . . . . . . . . . . .43
11.115 Qualifying Contributing Participant . . . . . . . . . . . . . . .43
11.200 Contributing Participant. . . . . . . . . . . . . . . . . . . . .43
11.201 Requirements to Enroll as a Contributing Participant. . . . . . .43
11.202 Changing Elective Deferral Amounts. . . . . . . . . . . . . . . .43
11.203 Ceasing Elective Deferrals. . . . . . . . . . . . . . . . . . . .44
11.204 Return as a Contributing Participant After Ceasing
Elective Deferrals. . . . . . . . . . . . . . . . . . . . . . . .44
11.205 Certain One-Time Irrevocable Elections. . . . . . . . . . . . . .44
11.300 Contributions . . . . . . . . . . . . . . . . . . . . . . . . . .44
11.301 Contributions By Employer . . . . . . . . . . . . . . . . . . . .44
11.302 Matching Contributions. . . . . . . . . . . . . . . . . . . . . .44
11.303 Qualified Nonelective Contributions . . . . . . . . . . . . . . .44
11.304 Qualified Matching Contributions. . . . . . . . . . . . . . . . .44
11.305 Nondeductible Employee Contributions. . . . . . . . . . . . . . .45

11.400 Nondiscrimination Testing . . . . . . . . . . . . . . . . . . . .45
11.401 Actual Deferral Percentage Test (ADP) . . . . . . . . . . . . . .45
11.402 Limits on Nondeductible Employee Contributions and
Matching Contributions. . . . . . . . . . . . . . . . . . . . . .46
11.500 Distribution Provisions . . . . . . . . . . . . . . . . . . . . .47
11.501 General Rule. . . . . . . . . . . . . . . . . . . . . . . . . . .47
11.502 Distribution Requirements . . . . . . . . . . . . . . . . . . . .47
11.503 Hardship Distribution . . . . . . . . . . . . . . . . . . . . . .48
11.504 Distribution of Excess Elective Deferrals . . . . . . . . . . . .48
11.505 Distribution of Excess Contributions. . . . . . . . . . . . . . .48
11.506 Distribution of Excess Aggregate Contributions. . . . . . . . . .49
11.507 Recharacterization. . . . . . . . . . . . . . . . . . . . . . . .50
11.508 Distribution of Elective Deferrals if Excess Annual Additions . .50
11.600 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50
11.601 100% Vesting on Certain Contributions . . . . . . . . . . . . . .50
11.602 Forfeitures and Vesting of Matching Contributions . . . . . . . .50

QUALIFIED RETIREMENT PLAN AND TRUST
DEFINED CONTRIBUTION BASIC PLAN DOCUMENT 04
-------------------------------------------------------------------------------
SECTION ONE DEFINITIONS
The following words and phrases when used in the Plan with
initial capital letters shall, for the purpose of this Plan,
have the meanings set forth below unless the context indicates
that other meanings are intended:

1.01 ADOPTION AGREEMENT
Means the document executed by the Employer through which it
adopts the Plan and Trust and thereby agrees to be bound by all
terms and conditions of the Plan and Trust.

1.02 BASIC PLAN DOCUMENT
Means this prototype Plan and Trust document.

1.03 BENEFICIARY
Means the individual or individuals designated pursuant to
Section 6.03(A) of the Plan.

1.04 BREAK IN ELIGIBILITY SERVICE
Means a 12 consecutive month period which coincides with an
Eligibility Computation Period during which an Employee fails
to complete more than 500 Hours of Service (or such lesser
number of Hours of Service specified in the Adoption Agreement
for this purpose).

1.05 BREAK IN VESTING SERVICE
Means a Plan Year (or other vesting computation period
described in Section 1.50) during which an Employee fails to
complete more than 500 Hours of Service (or such lesser number
of Hours of Service specified in the Adoption Agreement for
this purpose).

1.06 CODE
Means the Internal Revenue Code of 1986 as amended from
time-to-time.

1.07 COMPENSATION
A. BASIC DEFINITION
For Plan Years beginning on or after January 1, 1989, the
following definition of Compensation shall apply:

As elected by the Employer in the Adoption Agreement (and
if no election is made, W-2 wages will be deemed to have
been selected), Compensation shall mean one of the
following:

1. W-2 wages. Compensation is defined as information
required to be reported under Sections 6041 and 6051,
and 6052 of the Code (Wages, tips and other
compensation as reported on Form W-2). Compensation
is defined as wages within the meaning of Section
3401(a) of the Code and all other payments of
compensation to an Employee by the Employer (in the
course of the Employer's trade or business) for which
the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and
6051(a)(3), and 6052 of the Code. Compensation must
be determined without regard to any rules under
Section 3401(a) that limit the remuneration included
in wages based on the nature or location of the
employment or the services performed (such as the
exception for agricultural labor in Section
3401(a)(2)).

2. Section 3401(a) wages. Compensation is defined as
wages within the meaning of Section 3401(a) of the
Code, 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 Section 3401(a)(2)).

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

a. Employer contributions to a plan of deferred
compensation which are not includible in the
Employee's gross income for the taxable year in
which contributed, or employer contributions under
a simplified employee pension plan to the extent
such contributions are deductible by the Employee,
or any distributions from a plan of deferred
compensation;
b. Amounts realized from the exercise of a
nonqualified stock option, or when restricted
stock (or property) held by the Employee either
becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
c. Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified
stock option; and
d. Other amounts which received special tax benefits,
or contributions made by the Employer (whether or
not under a salary reduction agreement) towards
the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the
contributions are actually excludable from the
gross income of the Employee).

For any Self-Employed Individual covered under the Plan,
Compensation will mean Earned Income.

B. DETERMINATION PERIOD AND OTHER RULES
Compensation shall include only that Compensation which is
actually paid to the Participant during the determination
period. Except as provided elsewhere in this Plan, the
determination period shall be the Plan Year unless the
Employer has selected another period in the Adoption
Agreement. If the Employer makes no election, the
determination period shall be the Plan Year.

Unless otherwise indicated in the Adoption Agreement,
Compensation shall include any amount which is contributed
by the Employer pursuant to a salary reduction agreement
and which is not includible in the gross income of the
Employee under Sections 125, 402(e)(3), 402(h)(1)(B) or
403(b) of the Code.

Where this Plan is being adopted as an amendment and
restatement to bring a Prior Plan into compliance with the
Tax Reform Act of 1986, such Prior Plan's definition of
Compensation shall apply for Plan Years beginning before
January 1, 1989.

C. LIMITS ON COMPENSATION
For years beginning after December 31, 1988 and before
January 1, 1994, the annual Compensation of each
Participant taken into account for determining all
benefits provided under the Plan for any determination
period shall not exceed $200,000. This limitation shall
be adjusted by the Secretary at the same time and in the
same manner as under Section 415(d) of the Code, except
that the dollar increase in effect on January 1 of any
calendar year is effective for Plan Years beginning in
such calendar year and the first adjustment to the
$200,000 limitation is effective on January 1, 1990.

For Plan Years beginning on or after January 1, 1994, the
annual Compensation of each Participant taken into account
for determining all benefits provided under the Plan for
any Plan Year shall not exceed $150,000, as adjusted for
increases in the cost-of-living in accordance with Section
401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year
applies to any determination period beginning in such
calendar year.

If the period for determining Compensation used in
calculating an Employee's allocation for a determination
period is a short Plan Year (i.e., shorter than 12
months), the annual Compensation limit is an amount equal
to the otherwise applicable annual Compensation limit
multiplied by a fraction, the numerator of which is the
number of months in the short Plan Year, and the
denominator of which is 12.

In determining the Compensation of a Participant for
purposes of this limitation, the rules of Section
414(q)(6) of the Code shall apply, except in applying such
rules, the term "family" shall include only the spouse of
the Participant and any lineal descendants of the
Participant who have not attained age 19 before the close
of the year. If, as a result of the application of such
rules the adjusted $200,000 limitation is exceeded, then
(except for purposes of determining the portion of
Compensation up to the integration level, if this Plan
provides for permitted disparity), the limitation shall be
prorated among the affected individuals in proportion to
each such individual's Compensation as determined under
this Section prior to the application of this limitation.

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

1.08 CUSTODIAN
Means an entity specified in the Adoption Agreement as
Custodian or any duly appointed successor as provided in
Section 5.09.

1.09 DISABILITY
Unless the Employer has elected a different definition in the
Adoption Agreement, Disability means the inability to engage in
any substantial, gainful activity by reason of any medically
determinable physical or mental impairment that can be expected
to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months. The
permanence and degree of such impairment shall be supported by
medical evidence.

1.10 EARLY RETIREMENT AGE
Means the age specified in the Adoption Agreement. The Plan
will not have an Early Retirement Age if none is specified in
the Adoption Agreement.

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

Net earnings shall be determined with regard to the deduction
allowed to the Employer by Section 164(f) of the Code for
taxable years beginning after December 31, 1989.

1.12 EFFECTIVE DATE
Means the date the Plan becomes effective as indicated in the
Adoption Agreement. However, as indicated in the Adoption
Agreement, certain provisions may have specific effective
dates. Further, where a separate date is stated in the Plan as
of which a particular Plan provision becomes effective, such
date will control with respect to that provision.

1.13 ELIGIBILITY COMPUTATION PERIOD
An Employee's initial Eligibility Computation Period shall be
the 12 consecutive month period commencing on the Employee's
Employment Commencement Date. The Employee's subsequent
Eligibility Computation Periods shall be the 12 consecutive
month periods commencing on the anniversaries of his or her
Employment Commencement Date; provided, however, if pursuant to
the Adoption Agreement, an Employee is required to complete one
or less Years of Eligibility Service to become a Participant,
then his or her subsequent Eligibility Computation Periods
shall be the Plan Years commencing with the Plan Year beginning
during his or her initial Eligibility Computation Period. An
Employee does not complete a Year of Eligibility Service before
the end of the 12 consecutive month period regardless of when
during such period the Employee completes the required number
of Hours of Service.

1.14 EMPLOYEE
Means any person employed by an Employer maintaining the Plan
or of any other employer required to be aggregated with such
Employer under Sections 414(b), (c), (m) or (o) of the Code.

The term Employee shall also include any Leased Employee deemed
to be an Employee of any Employer described in the previous
paragraph as provided in Section 414(n) or (o) of the Code.

1.15 EMPLOYER
Means any corporation, partnership, sole-proprietorship or
other entity named in the Adoption Agreement and any successor
who by merger, consolidation, purchase or otherwise assumes the
obligations of the Plan. A partnership is considered to be the
Employer of each of the partners and a sole-proprietorship is
considered to be the Employer of a sole proprietor. Where this
Plan is being maintained by a union or other entity that
represents its member Employees in the negotiation of
collective bargaining agreements, the term Employer shall mean
such union or other entity.

1.16 EMPLOYER CONTRIBUTION
Means the amount contributed by the Employer each year as
determined under this Plan.

1.17 EMPLOYMENT COMMENCEMENT DATE
An Employee's Employment Commencement date means the date the
Employee first performs an Hour of Service for the Employer.

1.18 EMPLOYER PROFIT SHARING CONTRIBUTION
Means an Employer Contribution made pursuant to the Section of
the Adoption Agreement titled "Employer Profit Sharing
Contributions." The Employer may make Employer Profit Sharing
Contributions without regard to current or accumulated earnings
or profits.

1.19 ENTRY DATES
Means the first day of the Plan Year and the first day of the
seventh month of the Plan Year, unless the Employer has
specified different dates in the Adoption Agreement.

1.20 ERISA
Means the Employee Retirement Income Security Act of 1974 as
amended from time-to-time.

1.21 FORFEITURE
Means that portion of a Participant's Individual Account
derived from Employer Contributions which he or she is not
entitled to receive (i.e., the nonvested portion).

1.22 FUND
Means the Plan assets held by the Trustee for the Participants'
exclusive benefit.

1.23 HIGHLY COMPENSATED EMPLOYEE
The term Highly Compensated Employee includes highly
compensated active employees and highly compensated former
employees.

A highly compensated active employee includes any Employee who
performs service for the Employer during the determination year
and who, during the look-back year: (a) received Compensation
from the Employer in excess of $75,000 (as adjusted pursuant to
Section 415(d) of the Code); (b) received Compensation from the
Employer in excess of $50,000 (as adjusted pursuant to Section
415(d) of the Code) and was a member of the top-paid group for
such year; or (c) was an officer of the Employer and received
Compensation during such year that is greater than 50% of the
dollar limitation in effect under Section 415(b)(1)(A) of the
Code. The term Highly Compensated Employee also includes: (a)
Employees who are both described in the preceding sentence if
the term "determination year" is substituted for the term
"look-back year" and the Employee is one of the 100 Employees
who received the most Compensation from the Employer during the
determination year; and (b) Employees who are 5% owners at any
time during the look-back year or determination year.

If no officer has satisfied the Compensation requirement of (c)
above during either a determination year or look-back year, the
highest paid officer for such year shall be treated as a Highly
Compensated Employee.

For this purpose, the determination year shall be the Plan
Year. The look-back year shall be the 12 month period
immediately preceding the determination year.

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

If an Employee is, during a determination year or look-back
year, a family member of either a 5% owner who is an active or
former Employee or a Highly Compensated Employee who is one of
the 10 most Highly Compensated Employees ranked on the basis of
Compensation paid by the Employer during such year, then the
family member and the 5% owner or top 10 Highly Compensated
Employee shall be aggregated. In such case, the family member
and 5% owner or top 10 Highly Compensated Employee shall be
treated as a single Employee receiving Compensation and Plan
contributions or benefits equal to the sum of such Compensation
and contributions or benefits of the family member and 5% owner
or top 10 Highly Compensated Employee. For purposes of this
Section, family member includes the spouse, lineal ascendants
and descendants of the Employee or former Employee and the
spouses of such lineal ascendants and descendants.

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

1.24 HOURS OF SERVICE - Means
A. Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer.
These hours will be credited to the Employee for the
computation period in which the duties are performed; and

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

C. Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the
Employer. The same Hours of Service will not be credited
both under paragraph (A) or paragraph (B), as the case may
be, and under this paragraph (C). These hours will be
credited to the Employee for the computation period or
periods to which the award or agreement pertains rather
than the computation period in which the award, agreement,
or payment is made.

D. Solely for purposes of determining whether a Break in
Eligibility Service or a Break in Vesting Service has
occurred in a computation period (the computation period
for purposes of determining whether a Break in Vesting
Service has occurred is the Plan Year or other vesting
computation period described in Section 1.50), an
individual who is absent from work for maternity or
paternity reasons shall receive credit for the Hours of
Service which would otherwise have been credited to such
individual but for such absence, or in any case in which
such hours cannot be determined, 8 Hours of Service per
day of such absence. For purposes of this paragraph, an
absence from work for maternity or paternity reasons means
an absence (1) by reason of the pregnancy of the
individual, (2) by reason of a birth of a child of the
individual, (3) by reason of the placement of a child with
the individual in connection with the adoption of such
child by such individual, or (4) for purposes of caring
for such child for a period beginning immediately
following such birth or placement. The Hours of Service
credited under this paragraph shall be credited (1) in the
Eligibility Computation Period or Plan Year or other
vesting computation period described in Section 1.50 in
which the absence begins if the crediting is necessary to
prevent a Break in Eligibility Service or a Break in
Vesting Service in the applicable period, or (2) in all
other cases, in the following Eligibility Computation
Period or Plan Year or other vesting computation period
described in Section 1.50.

E. Hours of Service will be credited for employment with
other members of an affiliated service group (under
Section 414(m) of the Code), a controlled group of
corporations (under Section 414(b) of the Code), or a
group of trades or businesses under common control (under
Section 414(c) of the Code) of which the adopting Employer
is a member, and any other entity required to be
aggregated with the Employer pursuant to Section 414(o) of
the Code and the regulations thereunder.

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

F. Where the Employer maintains the plan of a predecessor
employer, service for such predecessor employer shall be
treated as service for the Employer.

G. The above method for determining Hours of Service may be
altered as specified in the Adoption Agreement.

1.25 INDIVIDUAL ACCOUNT
Means the account established and maintained under this Plan
for each Participant in accordance with Section 4.01.

1.26 INVESTMENT FUND
Means a subdivision of the Fund established pursuant to Section
5.05.

1.27 KEY EMPLOYEE
Means any person who is determined to be a Key Employee under
Section 10.08.

1.28 LEASED EMPLOYEE
Means any person (other than an Employee of the recipient) who
pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the
recipient (or for the recipient and related persons determined
in accordance with Section 414(n)(6) of the Code) on a
substantially full time basis for a period of at least one
year, and such services are of a type historically performed by
Employees in the business field of the recipient Employer.
Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services
performed for the recipient Employer shall be treated as
provided by the recipient Employer.

A Leased Employee shall not be considered an Employee of the
recipient if: (1) such employee is covered by a money purchase
pension plan providing: (a) a nonintegrated employer
contribution rate of at least 10% of compensation, as defined
in Section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Section 125,
Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of
the Code, (b) immediate participation, and (c) full and
immediate vesting; and (2) Leased Employees do not constitute
more than 20% of the recipient's nonhighly compensated work
force.

1.29 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
Means any contribution made to the Plan by or on behalf of a
Participant that is included in the Participant's gross income
in the year in which made and that is maintained under a
separate account to which earnings and losses are allocated.

1.30 NORMAL RETIREMENT AGE
Means the age specified in the Adoption Agreement. However, if
the Employer enforces a mandatory retirement age which is less
than the Normal Retirement Age, such mandatory age is deemed to
be the Normal Retirement Age. If no age is specified in the
Adoption Agreement, the Normal Retirement Age shall be age 65.

1.31 OWNER - EMPLOYEE
Means an individual who is a sole proprietor, or who is a
partner owning more than 10% of either the capital or profits
interest of the partnership.

1.32 PARTICIPANT
Means any Employee or former Employee of the Employer who has
met the Plan's eligibility requirements, has entered the Plan
and who is or may become eligible to receive a benefit of any
type from this Plan or whose Beneficiary may be eligible to
receive any such benefit.

1.33 PLAN
Means the prototype defined contribution plan adopted by the
Employer. The Plan consists of this Basic Plan Document plus
the corresponding Adoption Agreement as completed and signed by
the Employer.

1.34 PLAN ADMINISTRATOR
Means the person or persons determined to be the Plan
Administrator in accordance with Section 8.01.

1.35 PLAN YEAR
Means the 12 consecutive month period which coincides with the
Employer's fiscal year or such other 12 consecutive month
period as is designated in the Adoption Agreement.

1.36 PRIOR PLAN
Means a plan which was amended or replaced by adoption of this
Plan document as indicated in the Adoption Agreement.

1.37 PROTOTYPE SPONSOR
Means the entity specified in the Adoption Agreement that makes
this prototype plan available to employers for adoption.

1.38 QUALIFYING PARTICIPANT
Means a Participant who has satisfied the requirements
described in Section 3.01(B)(2) to be entitled to share in any
Employer Contribution (and Forfeitures, if applicable) for a
Plan Year.

1.39 RELATED EMPLOYER
Means an employer that may be required to be aggregated with
the Employer adopting this Plan for certain qualification
requirements under Sections 414(b), (c), (m) or (o) of the Code
(or any other employer that has ownership in common with the
Employer). A Related Employer may participate in this Plan if
so indicated in the Section of the Adoption Agreement titled
"Employer Information" or if such Related Employer executes a
Related Employer Participation Agreement.

1.40 RELATED EMPLOYER PARTICIPATION AGREEMENT
Means the agreement under this prototype Plan that a Related
Employer may execute to participate in this Plan.

1.41 SELF-EMPLOYED INDIVIDUAL
Means an individual who has Earned Income for the taxable year
from the trade or business for which the Plan is established;
also, an individual who would have had Earned Income but for
the fact that the trade or business had no net profits for the
taxable year.

1.42 SEPARATE FUND
Means a subdivision of the Fund held in the name of a
particular Participant representing certain assets held for
that Participant. The assets which comprise a Participant's
Separate Fund are those assets earmarked for him or her and
those assets subject to the Participant's individual direction
pursuant to Section 5.14.

1.43 TAXABLE WAGE BASE
Means, with respect to any taxable year, the contribution and
benefit base in effect under Section 230 of the Social Security
Act at the beginning of the Plan Year.

1.44 TERMINATION OF EMPLOYMENT
A Termination of Employment of an Employee of an Employer shall
occur whenever his or her status as an Employee of such
Employer ceases for any reason other than death. An Employee
who does not return to work for the Employer on or before the
expiration of an authorized leave of absence from such Employer
shall be deemed to have incurred a Termination of Employment
when such leave ends.

1.45 TOP-HEAVY PLAN
This Plan is a Top-Heavy Plan for any Plan Year if it is
determined to be such pursuant to Section 10.08.

1.46 TRUSTEE
Means an individual, individuals or corporation specified in
the Adoption Agreement as Trustee or any duly appointed
successor as provided in Section 5.09. Trustee shall mean
Custodian in the event the financial organization named as
Trustee does not have full trust powers.

1.47 VALUATION DATE
Means the date or dates as specified in the Adoption Agreement.
If no date is specified in the Adoption Agreement, the
Valuation Date shall be the last day of the Plan Year and each
other date designated by the Plan Administrator which is
selected in a uniform and nondiscriminatory manner when the
assets of the Fund are valued at their then fair market value.

1.48 VESTED
Means nonforfeitable, that is, a claim which is unconditional
and legally enforceable against the Plan obtained by a
Participant or the Participant's Beneficiary to that part of an
immediate or deferred benefit under the Plan which arises from
a Participant's Years of Vesting Service.

1.49 YEAR OF ELIGIBILITY SERVICE
Means a 12 consecutive month period which coincides with an
Eligibility Computation Period during which an Employee
completes at least 1,000 Hours of Service (or such lesser
number of Hours of Service specified in the Adoption Agreement
for this purpose). An Employee does not complete a Year of
Eligibility Service before the end of the 12 consecutive month
period regardless of when during such period the Employee
completes the required number of Hours of Service.

1.50 YEAR OF VESTING SERVICE
Means a Plan Year during which an Employee completes at least
1,000 Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement for this purpose).
Notwithstanding the preceding sentence, where the Employer so
indicates in the Adoption Agreement, vesting shall be computed
by reference to the 12 consecutive month period beginning with
the Employee's Employment Commencement Date and each successive
12 month period commencing on the anniversaries thereof.

In the case of a Participant who has 5 or more consecutive
Breaks in Vesting Service, all Years of Vesting Service after
such Breaks in Vesting Service will be disregarded for the
purpose of determining the Vested portion of his or her
Individual Account derived from Employer Contributions that
accrued before such breaks. Such Participant's prebreak
service will count in vesting the postbreak Individual Account
derived from Employer Contributions only if either:

(A) such Participant had any Vested right to any portion of
his or her Individual Account derived from Employer
Contributions at the time of his or her Termination of
Employment; or

(B) upon returning to service, the number of consecutive
Breaks in Vesting Service is less than his or her number
of Years of Vesting Service before such breaks.

Separate subaccounts will be maintained for the Participant's
prebreak and postbreak portions of his or her Individual
Account derived from Employer Contributions. Both subaccounts
will share in the gains and losses of the Fund.

Years of Vesting Service shall not include any period of time
excluded from Years of Vesting Service in the Adoption
Agreement.

In the event the Plan Year is changed to a new 12-month period,
Employees shall receive credit for Years of Vesting Service, in
accordance with the preceding provisions of this definition,
for each of the Plan Years (the old and new Plan Years) which
overlap as a result of such change.

SECTION TWO ELIGIBILITY AND PARTICIPATION

2.01 ELIGIBILITY TO PARTICIPATE
Each Employee of the Employer, except those Employees who
belong to a class of Employees which is excluded from
participation as indicated in the Adoption Agreement, shall be
eligible to participate in this Plan upon the satisfaction of
the age and Years of Eligibility Service requirements specified
in the Adoption Agreement.

2.02 PLAN ENTRY
A. If this Plan is a replacement of a Prior Plan by amendment
or restatement, each Employee of the Employer who was a
Participant in said Prior Plan before the Effective Date
shall continue to be a Participant in this Plan.

B. An Employee will become a Participant in the Plan as of
the Effective Date if the Employee has met the eligibility
requirements of Section 2.01 as of such date. After the
Effective Date, each Employee shall become

a Participant on the first Entry Date following the date
the Employee satisfies the eligibility requirements of
Section 2.01 unless otherwise indicated in the Adoption
Agreement.

C. The Plan Administrator shall notify each Employee who
becomes eligible to be a Participant under this Plan and
shall furnish the Employee with the application form,
enrollment forms or other documents which are required of
Participants. The eligible Employee shall execute such
forms or documents and make available such information as
may be required in the administration of the Plan.

2.03 TRANSFER TO OR FROM INELIGIBLE CLASS
If an Employee who had been a Participant becomes ineligible to
participate because he or she is no longer a member of an
eligible class of Employees, but has not incurred a Break in
Eligibility Service, such Employee shall participate
immediately upon his or her return to an eligible class of
Employees. If such Employee incurs a Break in Eligibility
Service, his or her eligibility to participate shall be
determined by Section 2.04.

An Employee who is not a member of the eligible class of
Employees will become a Participant immediately upon becoming a
member of the eligible class provided such Employee has
satisfied the age and Years of Eligibility Service
requirements. If such Employee has not satisfied the age and
Years of Eligibility Service requirements as of the date he or
she becomes a member of the eligible class, such Employee shall
become a Participant on the first Entry Date following the date
he or she satisfies those requirements unless otherwise
indicated in the Adoption Agreement.

2.04 RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE
A. EMPLOYEE NOT PARTICIPANT BEFORE BREAK - If an Employee
incurs a Break in Eligibility Service before satisfying
the Plan's eligibility requirements, such Employee's Years
of Eligibility Service before such Break in Eligibility
Service will not be taken into account.

B. NONVESTED PARTICIPANTS - In the case of a Participant who
does not have a Vested interest in his or her Individual
Account derived from Employer Contributions, Years of
Eligibility Service before a period of consecutive Breaks
in Eligibility Service will not be taken into account for
eligibility purposes if the number of consecutive Breaks
in Eligibility Service in such period equals or exceeds
the greater of 5 or the aggregate number of Years of
Eligibility Service before such break. Such aggregate
number of Years of Eligibility Service will not include
any Years of Eligibility Service disregarded under the
preceding sentence by reason of prior breaks.

If a Participant's Years of Eligibility Service are
disregarded pursuant to the preceding paragraph, such
Participant will be treated as a new Employee for
eligibility purposes. If a Participant's Years of
Eligibility Service may not be disregarded pursuant to the
preceding paragraph, such Participant shall continue to
participate in the Plan, or, if terminated, shall
participate immediately upon reemployment.

C. VESTED PARTICIPANTS - A Participant who has sustained a
Break in Eligibility Service and who had a Vested interest
in all or a portion of his or her Individual Account
derived from Employer Contributions shall continue to
participate in the Plan, or, if terminated, shall
participate immediately upon reemployment.

2.05 DETERMINATIONS UNDER THIS SECTION
The Plan Administrator shall determine the eligibility of each
Employee to be a Participant. This determination shall be
conclusive and binding upon all persons except as otherwise
provided herein or by law.

2.06 TERMS OF EMPLOYMENT
Neither the fact of the establishment of the Plan nor the fact
that a common law Employee has become a Participant shall give
to that common law Employee any right to continued employment;
nor shall either fact limit the right of the Employer to
discharge or to deal otherwise with a common law Employee
without regard to the effect such treatment may have upon the
Employee's rights under the Plan.

2.07 SPECIAL RULES WHERE ELAPSED TIME METHOD IS BEING USED
This Section 2.07 shall apply where the Employer has indicated
in the Adoption Agreement that the elapsed time method will be
used. When this Section applies, the definitions of year of
service, break in service and hour of service in this Section
will replace the definitions of Year of Eligibility Service,
Year of Vesting Service, Break in Eligibility Service, Break in
Vesting Service and Hours of Service found in the Definitions
Section of the Plan (Section One).

For purposes of determining an Employee's initial or continued
eligibility to participate in the Plan or the Vested interest
in the Participant's Individual Account balance derived from
Employer Contributions, (except for periods of service which
may be disregarded on account of the "rule of parity" described
in Sections 1.50 and 2.04) an Employee will receive credit for
the aggregate of all time period(s) commencing with the
Employee's first day of employment or reemployment and ending
on the date a break in service begins. The first day of
employment or reemployment is the first day the Employee
performs an hour of service. An Employee will also receive
credit for any period of severance of less than 12 consecutive
months. Fractional periods of a year will be expressed in
terms of days.

For purposes of this Section, hour of service will mean each
hour for which an Employee is paid or entitled to payment for
the performance of duties for the Employer. Break in service
is a period of severance of at least 12 consecutive months.
Period of severance is a continuous period of time during which
the Employee is not employed by the Employer. Such period
begins on the date the Employee retires, quits or is
discharged, or if earlier, the 12 month anniversary of the date
on which the Employee was otherwise first absent from service.

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

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

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

2.08 ELECTION NOT TO PARTICIPATE
This Section 2.08 will apply if this Plan is a nonstandardized
plan and the Adoption Agreement so provides. If this Section
applies, then an Employee or a Participant may elect not to
participate in the Plan for one or more Plan Years. The
Employer may not contribute for an Employee or Participant for
any Plan Year during which such Employee's or Participant's
election not to participate is in effect. Any election not to
participate must be in writing and filed with the Plan
Administrator.

The Plan Administrator shall establish such uniform and
nondiscriminatory rules as it deems necessary or advisable to
carry out the terms of this Section, including, but not limited
to, rules prescribing the timing of the filing of elections not
to participate and the procedures for electing to
re-participate in the Plan.

An Employee or Participant continues to earn credit for vesting
and eligibility purposes for each Year of Vesting Service or
Year of Eligibility Service he or she completes and his or her
Individual Account (if any) will share in the gains or losses
of the Fund during the periods he or she elects not to
participate.

SECTION THREE CONTRIBUTIONS

3.01 EMPLOYER CONTRIBUTIONS
A. OBLIGATION TO CONTRIBUTE - The Employer shall make
contributions to the Plan in accordance with the
contribution formula specified in the Adoption Agreement.
If this Plan is a profit sharing plan, the Employer shall,
in its sole discretion, make contributions without regard
to current or accumulated earnings or profits.

B. ALLOCATION FORMULA AND THE RIGHT TO SHARE IN THE EMPLOYER
CONTRIBUTION -

1. General - The Employer Contribution for any Plan Year
will be allocated or contributed to the Individual
Accounts of Qualifying Participants in accordance
with the allocation or contribution formula specified
in the Adoption Agreement. The Employer Contribution
for any Plan Year will be allocated to each
Participant's Individual Account as of the last day
of that Plan Year.

Any Employer Contribution for a Plan Year must
satisfy Section 401(a)(4) and the regulations
thereunder for such Plan Year.

2. Qualifying Participants - A Participant is a
Qualifying Participant and is entitled to share in
the Employer Contribution for any Plan Year if the
Participant was a Participant on at least one day
during the Plan Year and satisfies any additional
conditions specified in the Adoption Agreement. If
this Plan is a standardized plan, unless the Employer
specifies more favorable conditions in the Adoption
Agreement, a Participant will not be a qualifying
Participant for a Plan Year if he or she incurs a
Termination of Employment during such Plan Year with
not more than 500 Hours of Service if he or she is
not an Employee on the last day of the Plan Year.
The determination of whether a Participant is
entitled to share in the Employer Contribution shall
be made as of the last day of each Plan Year.

3. Special Rules for Integrated Plans - This Plan may
not allocate contributions based on an integrated
formula if the Employer maintains any other plan that
provides for allocation of contributions based on an
integrated formula that benefits any of the same
Participants. If the Employer has selected the
integrated contribution or allocation formula in the
Adoption Agreement, then the maximum disparity rate
shall be determined in accordance with the following
table.

MAXIMUM DISPARITY RATE

Nonstandardized and
Money Top-Heavy Non-Top-Heavy Profit
Integration Level Purchase Profit Sharing Sharing
-------------------------------------------------------------------------------

Taxable Wage Base 5.7% 2.7% 5.7%
(TWB)

More than $0 but not
more that 20% of TWB 5.7% 2.7% 5.7%

More than 20% of TWB
but not more than 80% 4.3% 1.3% 4.3%
of TWB

More than 80% of TWB
but not more that TWB 5.4% 2.4% 5.4%

C. ALLOCATION OF FORFEITURES - Forfeitures for a Plan Year which arise as a
result of the application of Section 6.01(D) shall be allocated as
follows:

1. Profit Sharing Plan - If this is a profit sharing plan, unless
the Adoption Agreement indicates otherwise, Forfeitures shall
be allocated in the manner provided in Section 3.01(B) (for
Employer Contributions) to the Individual Accounts of
Qualifying Participants who are entitled to share in the
Employer Contribution for such Plan Year. Forfeitures shall be
allocated as of the last day of the Plan Year during which the
Forfeiture arose (or any subsequent Plan Year if indicated in
the Adoption Agreement).

2. Money Purchase Pension and Target Benefit Plan - If this Plan
is a money purchase plan or a target benefit plan, unless the
Adoption Agreement indicates otherwise, Forfeitures shall be
applied towards the reduction of Employer Contributions to the
Plan. Forfeitures shall be allocated as of the last day of
the Plan Year during which the Forfeiture arose (or any
subsequent Plan Year if indicated in the Adoption Agreement).

D. TIMING OF EMPLOYER CONTRIBUTION - The Employer Contribution for each
Plan Year shall be delivered to the Trustee (or Custodian, if
applicable) not later than the due date for filing the Employer's income
tax return for its fiscal year in which the Plan Year ends, including
extensions thereof.

E. MINIMUM ALLOCATION FOR TOP-HEAVY PLANS - The contribution and allocation
provisions of this Section 3.01(E) shall apply for any Plan Year with
respect to which this Plan is a Top-Heavy Plan.

1. Except as otherwise provided in (3) and (4) below, the Employer
Contributions and Forfeitures allocated on behalf of any
Participant who is not a Key Employee shall not be less than
the lesser of 3% of such Participant's Compensation or (in the
case where the Employer has no defined benefit plan which
designates this Plan to satisfy Section 401 of the Code) the
largest percentage of Employer Contributions and Forfeitures,
as a percentage of the first $200,000 ($150,000 for Plan Years
beginning after December 31, 1993), (increased by any cost of
living adjustment made by the Secretary of Treasury or the
Secretary's delegate) of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year. The
minimum allocation is determined without regard to any Social
Security contribution. The Employer may, in the Adoption
Agreement, limit the Participants who are entitled to receive
the minimum allocation. This minimum allocation shall be made
even though under other Plan provisions, the Participant would
not otherwise be entitled to receive an allocation, or would
have received a lesser allocation for the year because of (a)
the Participant's failure to complete 1,000 Hours of Service
(or any equivalent provided in the Plan), or (b) the
Participant's failure to make mandatory Nondeductible Employee
Contributions to the Plan, or (c) Compensation less than a
stated amount.

2. For purposes of computing the minimum allocation, Compensation
shall mean Compensation as defined in Section 1.07 of the Plan
and shall exclude any amounts contributed by the Employer
pursuant to a salary reduction agreement and which is not
includible in the gross income of the Employee under Sections
125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code even if the
Employer

has elected to include such contributions in the definition of
Compensation used for other purposes under the Plan.

3. The provision in (1) above shall not apply to any Participant
who was not employed by the Employer on the last day of the
Plan Year.

4. The provision in (1) above shall not apply to any Participant
to the extent the Participant is covered under any other plan
or plans of the Employer and the Employer has provided in the
adoption agreement that the minimum allocation or benefit
requirement applicable to Top-Heavy Plans will be met in the
other plan or plans.

5. The minimum allocation required under this Section 3.01(E) and
Section 3.01(F)(1) (to the extent required to be nonforfeitable
under Code Section 416(b)) may not be forfeited under Code
Section 411(a)(3)(B) or 411(a)(3)(D).

F. SPECIAL REQUIREMENTS FOR PAIRED PLANS - The Employer maintains paired
plans if the Employer has adopted both a standardized profit sharing
plan and a standardized money purchase pension plan using this Basic
Plan Document.

1. Minimum Allocation - When the paired plans are top-heavy, the
top-heavy requirements set forth in Section 3.01(E)(1) of the
Plan shall apply.

a. Same eligibility requirements. In satisfying the
top-heavy minimum allocation requirements set forth in
Section 3.01(E) of the Plan, if the Employees benefiting
under each of the paired plans are identical, the
top-heavy minimum allocation shall be made to the money
purchase pension plan.
b. Different eligibility requirements. In satisfying the
top-heavy minimum allocation requirements set forth in
Section 3.01(E) of the Plan, if the Employees benefiting
under each of the paired plans are not identical, the
top-heavy minimum allocation will be made to both of the
paired plans.

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 Section 1.410(b)-3(a).

2. Only One Plan Can Be Integrated - If the Employer maintains
paired plans, only one of the Plans may provide for the
disparity in contributions which is permitted under Section
401(l) of the Code. In the event that both Adoption Agreements
provide for such integration, only the money purchase pension
plan shall be deemed to be integrated.

G. RETURN OF THE EMPLOYER CONTRIBUTION TO THE EMPLOYER UNDER SPECIAL
CIRCUMSTANCES - Any contribution made by the Employer because of a
mistake of fact must be returned to the Employer within one year of the
contribution.

In the event that the Commissioner of Internal Revenue determines that
the Plan is not initially qualified under the Code, any contributions
made incident to that initial qualification by the Employer must be
returned to the Employer within one year after the date the initial
qualification is denied, but only if the application for qualification
is made by the time prescribed by law for filing the Employer's return
for the taxable year in which the Plan is adopted, or such later date as
the Secretary of the Treasury may prescribe.

In the event that a contribution made by the Employer under this Plan is
conditioned on deductibility and is not deductible under Code Section
404, the contribution, to the extent of the amount disallowed, must be
returned to the Employer within one year after the deduction is
disallowed.

H. OMISSION OF PARTICIPANT

1. If the Plan is a money purchase plan or a target benefit plan
and, if in any Plan Year, any Employee who should be included
as a Participant is erroneously omitted and discovery of such
omission is not made until after a contribution by the Employer
for the year has been made and allocated, the Employer shall
make a subsequent contribution to include earnings thereon,
with respect to the omitted Employee in the amount which the
Employer would have contributed with respect to that Employee
had he or she not been omitted.

2. If the Plan is a profit sharing plan, and if in any Plan Year,
any Employee who should be included as a Participant is
erroneously omitted and discovery of such omission is not made
until after the Employer Contribution has been made and
allocated, then the Plan Administrator must re-do the
allocation (if a correction can be made) and inform the
Employee. Alternatively, the Employer may

choose to contribute for the omitted Employee the amount to
include earnings thereon, which the Employer would have
contributed for the Employee.

3.02 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
This Plan will not accept Nondeductible Employee Contributions and
matching contributions for Plan Years beginning after the Plan Year in
which this Plan is adopted by the Employer. Nondeductible Employee
Contributions for Plan Years beginning after December 31, 1986,
together with any matching contributions as defined in Section 401(m)
of the Code, will be limited so as to meet the nondiscrimination test
of Section 401(m) of the Code. A separate account will be maintained
by the Plan Administrator for the Nondeductible Employee Contributions
of each Participant.

A Participant may, upon a written request submitted to the Plan
Administrator withdraw the lesser of the portion of his or her
Individual Account attributable to his or her Nondeductible Employee
Contributions or the amount he or she contributed as Nondeductible
Employee Contributions.

Nondeductible Employee Contributions and earnings thereon will be
nonforfeitable at all times. No Forfeiture will occur solely as a
result of an Employee's withdrawal of Nondeductible Employee
Contributions.

The Plan Administrator will not accept deductible employee contributions
which are made for a taxable year beginning after December 31, 1986.
Contributions made prior to that date will be maintained in a separate
account which will be nonforfeitable at all times. The account will
share in the gains and losses of the Fund in the same manner as
described in Section 4.03 of the Plan. No part of the deductible
employee contribution account will be used to purchase life insurance.
Subject to Section 6.05, joint and survivor annuity requirements (if
applicable), the Participant may withdraw any part of the deductible
employee contribution account by making a written application to the
Plan Administrator.

3.03 ROLLOVER CONTRIBUTIONS
If so indicated in the Adoption Agreement, an Employee may contribute a
rollover contribution to the Plan. The Plan Administrator may require
the Employee to submit a written certification that the contribution
qualifies as a rollover contribution under the applicable provisions of
the Code. If it is later determined that all or part of a rollover
contribution was ineligible to be rolled into the Plan, the Plan
Administrator shall direct that any ineligible amounts, plus earnings
attributable thereto, be distributed from the Plan to the Employee as
soon as administratively feasible.

A separate account shall be maintained by the Plan Administrator for
each Employee's rollover contributions which will be nonforfeitable at
all times. Such account will share in the income and gains and losses
of the Fund in the manner described in Section 4.03 and shall be subject
to the Plan's provisions governing distributions.

The Employer may, in a uniform and nondiscriminatory manner, only allow
Employees who have become Participants in the Plan to make rollover
contributions.

3.04 TRANSFER CONTRIBUTIONS
If so indicated in the Adoption Agreement, the Trustee (or Custodian, if
applicable) may receive any amounts transferred to it from the trustee
or custodian of another plan qualified under Code Section 401(a). If it
is later determined that all or part of a transfer contribution was
ineligible to be transferred into the Plan, the Plan Administrator shall
direct that any ineligible amounts, plus earnings attributable thereto,
be distributed from the Plan to the Employee as soon as administratively
feasible.

A separate account shall be maintained by the Plan Administrator for
each Employee's transfer contributions which will be nonforfeitable at
all times. Such account will share in the income and gains and losses
of the Fund in the manner described in Section 4.03 and shall be subject
to the Plan's provisions governing distributions. Notwithstanding any
provision of this Plan to the contrary, to the extent that any optional
form of benefit under this Plan permits a distribution prior to the
Employee's retirement, death, Disability, or severance from employment,
and prior to Plan termination, the optional form of benefit is not
available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred,
within the meaning of Section 414(l) of the Internal Revenue Code, to
this Plan from a money purchase pension plan qualified under Section
401(a) of the Internal Revenue Code (other than any portion of those
assets and liabilities attributable to voluntary employee
contributions).

The Employer may, in a uniform and nondiscriminatory manner, only allow
Employees who have become Participants in the Plan to make transfer
contributions.

3.05 LIMITATION ON ALLOCATIONS
A. If the Participant does not participate in, and has never
participated in another qualified plan maintained by the
Employer or a welfare benefit fund, as defined in Section
419(e) of the Code maintained by the Employer, or an individual
medical account, as defined in Section 415(l)(2) of the Code,
or a simplified employee pension plan, as defined in Section
408(k) of the Code, maintained by the Employer, which provides
an annual addition as defined in Section 3.08(E)(1), the
following rules shall apply:

1. The amount of annual additions which may be credited to
the Participant's Individual Account for any limitation
year will not exceed the lesser of the maximum permissible
amount or any other limitation contained in this Plan. If
the Employer Contribution that would otherwise be
contributed or allocated to the Participant's Individual
Account would cause the annual additions for the
limitation year to exceed the maximum permissible amount,
the amount contributed or allocated will be reduced so
that the annual additions for the limitation year will
equal the maximum permissible amount.

2. Prior to determining the Participant's actual Compensation
for the limitation year, the Employer may determine the
maximum permissible amount for a Participant on the basis
of a reasonable estimation of the Participant's
Compensation for the limitation year, uniformly determined
for all Participants similarly situated.

3. As soon as is administratively feasible after the end of
the limitation year, the maximum permissible amount for
the limitation year will be determined on the basis of the
Participant's actual Compensation for the limitation year.

4. If pursuant to Section 3.05(A)(3) or as a result of the
allocation of Forfeitures there is an excess amount, the
excess will be disposed of as follows:

a. Any Nondeductible Employee Contributions, to the
extent they would reduce the excess amount, will be
returned to the Participant;

b. If after the application of paragraph (a) an excess
amount still exists, and the Participant is covered
by the Plan at the end of the limitation year, the
excess amount in the Participant's Individual Account
will be used to reduce Employer Contributions
(including any allocation of Forfeitures) for such
Participant in the next limitation year, and each
succeeding limitation year if necessary;

c. If after the application of paragraph (b) an excess
amount still exists, and the Participant is not
covered by the Plan at the end of a limitation year,
the excess amount will be held unallocated in a
suspense account. The suspense account will be
applied to reduce future Employer Contributions
(including allocation of any Forfeitures) for all
remaining Participants in the next limitation year,
and each succeeding limitation year if necessary;

d. If a suspense account is in existence at any time
during a limitation year pursuant to this Section, it
will not participate in the allocation of the Fund's
investment gains and losses. If a suspense account
is in existence at any time during a particular
limitation year, all amounts in the suspense account
must be allocated and reallocated to Participants'
Individual Accounts before any Employer Contributions
or any Nondeductible Employee Contributions may be
made to the Plan for that limitation year. Excess
amounts may not be distributed to Participants or
former Participants.

B. If, in addition to this Plan, the Participant is covered under
another qualified master or prototype defined contribution plan
maintained by the Employer, a welfare benefit fund maintained
by the Employer, an individual medical account maintained by
the Employer, or a simplified employee pension maintained by
the Employer that provides an annual addition as defined in
Section 3.05(E)(1), during any limitation year, the following
rules apply:

1. The annual additions which may be credited to a
Participant's Individual Account under this Plan for any
such limitation year will not exceed the maximum
permissible amount reduced by the annual additions
credited to a Participant's Individual Account under the
other qualified master or prototype plans, welfare benefit
funds, individual medical accounts and simplified employee
pensions for the same limitation year. If the annual
additions with respect to the Participant under other
qualified master or prototype defined contribution plans,
welfare benefit funds, individual medical accounts and
simplified employee pensions maintained by the Employer
are less than the maximum permissible amount and the
Employer Contribution that would otherwise be contributed
or allocated to the Participant's Individual Account under
this Plan would cause the annual additions for the
limitation year to exceed this limitation, the amount
contributed or allocated will be reduced so that the
annual additions under all such plans and funds for the
limitation year will equal the maximum permissible amount.
If the annual additions with respect to the Participant
under such other qualified master or prototype defined
contribution plans, welfare benefit funds, individual
medical accounts and 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 Individual Account under
this Plan for the limitation year.

2. Prior to determining the Participant's actual Compensation
for the limitation year, the Employer may determine the
maximum permissible amount for a Participant in the manner
described in Section 3.05(A)(2).

4. If, pursuant to Section 3.05(B)(3) or as a result of the
allocation of Forfeitures a Participant's annual additions
under this 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 to a welfare
benefit fund or individual medical account, regardless of
the actual allocation date.

5. If an excess amount was allocated to a Participant on an
allocation date of this Plan which coincides with an
allocation date of another plan, the excess amount
attributed to this 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 this Plan to (ii) the total annual
additions allocated to the Participant for the
limitation year as of such date under this and all
the other qualified prototype defined contribution
plans.

6. Any excess amount attributed to this Plan will be disposed in
the manner described in Section 3.05(A)(4).

C. If the Participant is covered under another qualified
defined contribution plan maintained by the Employer which
is not a master or prototype plan, annual additions which
may be credited to the Participant's Individual Account
under this Plan for any limitation year will be limited in
accordance with Sections 3.05(B)(1) through 3.05(B)(6) as
though the other plan were a master or prototype plan
unless the Employer provides other limitations in the
Section of the Adoption Agreement titled "Limitation on
Allocation - More Than One Plan."

D. If the Employer maintains, or at any time maintained, a
qualified defined benefit plan covering any Participant in
this Plan, the sum of the Participant's defined benefit
plan fraction and defined contribution plan fraction will
not exceed 1.0 in any limitation year. The annual
additions which may be credited to the Participant's
Individual Account under this Plan for any limitation year
will be limited in accordance with the Section of the
Adoption Agreement titled "Limitation on Allocation - More
Than One Plan."

E. The following terms shall have the following meanings when
used in this Section 3.05:

1. Annual additions: The sum of the following amounts
credited to a Participant's Individual Account for
the limitation year:

a. Employer Contributions,

b. Nondeductible Employee Contributions,

c. Forfeitures,

d. amounts allocated, after March 31, 1984, to an
individual medical account, as defined in Section
415(l)(2) of the Code, which is part of a pension
or annuity plan maintained by the Employer are
treated as annual additions to a defined
contribution plan. Also amounts derived from
contributions paid or accrued after December 31,
1985, in taxable years ending after such date,
which are attributable to post-retirement medical
benefits, allocated to the separate account of a
key employee, as defined in Section 419A(d)(3) of
the Code, under a welfare benefit fund, as defined
in Section 419(e) of the Code, maintained by the
Employer are treated as annual additions to a
defined contribution plan, and

e. allocations under a simplified employee pension.

For this purpose, any excess amount applied under
Section 3.05(A)(4) or 3.05(B)(6) in the limitation
year to reduce Employer Contributions will be
considered annual additions for such limitation year.

2. Compensation: Means Compensation as defined in
Section 1.07 of the Plan except that Compensation for
purposes of this Section 3.05 shall not include any
amounts contributed by the Employer pursuant to a
salary reduction agreement and which is not
includible in the gross income of the Employee under
Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of
the Code even if the Employer has elected to include
such contributions in the definition of Compensation
used for other purposes under the Plan. Further, any
other exclusion the Employer has elected (such as the
exclusion of certain types of pay or pay earned
before the Employee enters the Plan) will not apply
for purposes of this Section.

Notwithstanding the preceding sentence, Compensation
for a Participant in a defined contribution plan who
is permanently and totally disabled (as defined in
Section 22(e)(3) of the Code) is the Compensation
such Participant would have received for the
limitation year if the Participant had been paid at
the rate of Compensation paid immediately before
becoming permanently and totally disabled; such
imputed Compensation for the disabled Participant may
be taken into account only if the Participant is not
a Highly Compensated Employee (as defined in Section
414(q) of the Code) and contributions made on behalf
of such Participant are nonforfeitable when made.

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

Notwithstanding the above, if the Participant was a
Participant as of the first day of the first
limitation year beginning after December 31, 1986, in
one or more defined benefit plans maintained by the
Employer which were in existence on May 6, 1986, the
denominator of this fraction will not be less than
125% 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 Section 415 of the Code
for all limitation years beginning before January 1,
1987.

4. Defined contribution dollar limitation: $30,000 or
if greater, one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1) of the Code
as in effect for the limitation year.

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

If the Employee was a Participant as of the end of
the first day of the first limitation year beginning
after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which
were in existence on May 6, 1986, the numerator of
this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would
otherwise exceed 1.0 under the terms of this Plan.
Under the adjustment, an amount equal to the product
of (1) the excess of the sum of the fractions over
1.0 times (2) the denominator of this fraction, will
be permanently subtracted from the numerator of this
fraction. The adjustment is calculated using the
fractions as they would be computed as of the end of
the last limitation year beginning before January 1,
1987, and disregarding any changes in the terms and
conditions of the Plan made after May 5, 1986, but
using the Section 415 limitation applicable to the
first limitation year beginning on or after January
1, 1987.

The annual addition for any limitation year beginning
before January 1, 1987, shall not be recomputed to
treat all Nondeductible Employee Contributions as
annual additions.

6. Employer: For purposes of this Section 3.05,
Employer shall mean the Employer that adopts this
Plan, and all members of a controlled group of
corporations (as defined in Section 414(b) of the
Code as modified by Section 415(h)), all commonly
controlled trades or businesses (as defined in
Section 414(c) as modified by Section 415(h)) or
affiliated service groups (as defined in Section

414(m)) of which the adopting Employer is a part, and
any other entity required to be aggregated with the
Employer pursuant to regulations under Section 414(o)
of the Code.

7. Excess amount: The excess of the Participant's
annual additions for the limitation year over the
maximum permissible amount.

8. Highest average compensation: The average
compensation for the three consecutive years of
service with the Employer that produces the highest
average.

9. Limitation year: A calendar year, or the
12-consecutive month period elected by the Employer
in the Adoption Agreement. All qualified plans
maintained by the Employer must use the same
limitation year. If the limitation year is amended
to a different 12-consecutive month period, the new
limitation year must begin on a date within the
limitation year in which the amendment is made.

10. Master or prototype plan: A plan the form of which
is the subject of a favorable opinion letter from
the Internal Revenue Service.

11. Maximum permissible amount: The maximum annual
addition that may be contributed or allocated to a
Participant's Individual Account under the Plan for
any limitation year shall not exceed the lesser of:

a. the defined contribution dollar limitation, or
b. 25% of the Participant's Compensation for the
limitation year.

The compensation limitation referred to in (b) shall
not apply to any contribution for medical benefits
(within the meaning of Section 401(h) or Section
419A(f)(2) of the Code) which is otherwise treated as
an annual addition under Section 415(l)(1) or
419A(d)(2) of the Code. If a short limitation year
is created because of an amendment changing the
limitation year to a different 12-consecutive month
period, the maximum permissible amount will not
exceed the defined contribution dollar limitation
multiplied by the following fraction:

NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
12

12. Projected annual benefit: The annual retirement
benefit (adjusted to an actuarially equivalent
straight life annuity if such benefit is expressed in
a form other than a straight life annuity or
qualified joint and survivor annuity) to which the
Participant would be entitled under the terms of the
Plan assuming:

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

b. the Participant's Compensation for the current
limitation year and all other relevant factors
used to determine benefits under the Plan will
remain constant for all future limitation years.

Straight life annuity means an annuity payable in
equal installments for the life of the Participant
that terminates upon the Participant's death.

SECTION FOUR INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION

4.01 INDIVIDUAL ACCOUNTS
A. The Plan Administrator shall establish and maintain an
Individual Account in the name of each Participant to
reflect the total value of his or her interest in the
Fund. Each Individual Account established hereunder shall
consist of such subaccounts as may be needed for each
Participant including:

1. a subaccount to reflect Employer Contributions and
Forfeitures allocated on behalf of a Participant;
2. a subaccount to reflect a Participant's rollover
contributions;
3. a subaccount to reflect a Participant's transfer
contributions;
4. a subaccount to reflect a Participant's Nondeductible
Employee Contributions; and
5. a subaccount to reflect a Participant's deductible
employee contributions.

B. The Plan Administrator may establish additional accounts
as it may deem necessary for the proper administration of
the Plan, including, but not limited to, a suspense
account for Forfeitures as required pursuant to Section
6.01(D).

4.02 VALUATION OF FUND
The Fund will be valued each Valuation Date at fair market
value.

4.03 VALUATION OF INDIVIDUAL ACCOUNTS
A. Where all or a portion of the assets of a Participant's
Individual Account are invested in a Separate Fund for the
Participant, then the value of that portion of such
Participant's Individual Account at any relevant time
equals the sum of the fair market values of the assets in
such Separate Fund, less any applicable charges or
penalties.

B. The fair market value of the remainder of each Individual
Account is determined in the following manner:

1. First, the portion of the Individual Account invested
in each Investment Fund as of the previous Valuation
Date is determined. Each such portion is reduced by
any withdrawal made from the applicable Investment
Fund to or for the benefit of a Participant or the
Participant's Beneficiary, further reduced by any
amounts forfeited by the Participant pursuant to
Section 6.01(D) and further reduced by any transfer
to another Investment Fund since the previous
Valuation Date and is increased by any amount
transferred from another Investment Fund since the
previous Valuation Date. The resulting amounts are
the net Individual Account portions invested in the
Investment Funds.

2. Secondly, the net Individual Account portions
invested in each Investment Fund are adjusted upwards
or downwards, pro rata (i.e., ratio of each net
Individual Account portion to the sum of all net
Individual Account portions) so that the sum of all
the net Individual Account portions invested in an
Investment Fund will equal the then fair market value
of the Investment Fund. Notwithstanding the previous
sentence, for the first Plan Year only, the net
Individual Account portions shall be the sum of all
contributions made to each Participant's Individual
Account during the first Plan Year.

3. Thirdly, any contributions to the Plan and
Forfeitures are allocated in accordance with the
appropriate allocation provisions of Section 3. For
purposes of Section 4, contributions made by the
Employer for any Plan Year but after that Plan Year
will be considered to have been made on the last day
of that Plan Year regardless of when paid to the
Trustee (or Custodian, if applicable).

Amounts contributed between Valuation Dates will not
be credited with investment gains or losses until the
next following Valuation Date.

4. Finally, the portions of the Individual Account
invested in each Investment Fund (determined in
accordance with (1), (2) and (3) above) are added
together.

4.04 MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS
If necessary or appropriate, the Plan Administrator may
establish different or additional procedures (which shall be
uniform and nondiscriminatory) for determining the fair market
value of the Individual Accounts.

4.05 SEGREGATION OF ASSETS
If a Participant elects a mode of distribution other than a
lump sum, the Plan Administrator may place that Participant's
account balance into a segregated Investment Fund for the
purpose of maintaining the necessary liquidity to provide
benefit installments on a periodic basis.

4.06 STATEMENT OF INDIVIDUAL ACCOUNTS
No later than 270 days after the close of each Plan Year, the
Plan Administrator shall furnish a statement to each
Participant indicating the Individual Account balances of such
Participant as of the last Valuation Date in such Plan Year.

SECTION FIVE TRUSTEE OR CUSTODIAN

5.01 CREATION OF FUND
By adopting this Plan, the Employer establishes the Fund which
shall consist of the assets of the Plan held by the Trustee (or
Custodian, if applicable) pursuant to this Section 5. Assets
within the Fund may be pooled on behalf of all Participants,
earmarked on behalf of each Participant or be a combination of
pooled and earmarked. To the extent that assets are earmarked
for a particular Participant, they will be held in a Separate
Fund for that Participant.

No part of the corpus or income of the Fund may be used for, or
diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries.

5.02 INVESTMENT AUTHORITY
Except as provided in Section 5.14 (relating to individual
direction of investments by Participants), the Employer, not
the Trustee (or Custodian, if applicable), shall have exclusive
management and control over the investment of the Fund into

any permitted investment. Notwithstanding the preceding
sentence, a Trustee may make an agreement with the Employer
whereby the Trustee will manage the investment of all or a
portion of the Fund. Any such agreement shall be in writing
and set forth such matters as the Trustee deems necessary or
desirable.

5.03 FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST
POWERS
This Section 5.03 applies where a financial organization has
indicated in the Adoption Agreement that it will serve, with
respect to this Plan, as Custodian or as Trustee without full
trust powers (under applicable law). Hereinafter, a financial
organization Trustee without full trust powers (under
applicable law) shall be referred to as a Custodian. The
Custodian shall have no discretionary authority with respect to
the management of the Plan or the Fund but will act only as
directed by the entity who has such authority.

A. PERMISSIBLE INVESTMENTS - The assets of the Plan shall be
invested only in those investments which are available
through the Custodian in the ordinary course of business
which the Custodian may legally hold in a qualified plan
and which the Custodian chooses to make available to
Employers for qualified plan investments. Notwithstanding
the preceding sentence, the Prototype Sponsor may, as a
condition of making the Plan available to the Employer,
limit the types of property in which the assets of the
Plan may be invested.

B. RESPONSIBILITIES OF THE CUSTODIAN - The responsibilities
of the Custodian shall be limited to the following:

1. To receive Plan contributions and to hold, invest and
reinvest the Fund without distinction between
principal and interest; provided, however, that
nothing in this Plan shall require the Custodian to
maintain physical custody of stock certificates (or
other indicia of ownership of any type of asset)
representing assets within the Fund;

2. To maintain accurate records of contributions,
earnings, withdrawals and other information the
Custodian deems relevant with respect to the Plan;

3. To make disbursements from the Fund to Participants
or Beneficiaries upon the proper authorization of the
Plan Administrator; and

4. To furnish to the Plan Administrator a statement
which reflects the value of the investments in the
hands of the Custodian as of the end of each Plan
Year and as of any other times as the Custodian and
Plan Administrator may agree.

X. XXXXXX OF THE CUSTODIAN - Except as otherwise provided in
this Plan, the Custodian shall have the power to take any
action with respect to the Fund which it deems necessary
or advisable to discharge its responsibilities under this
Plan including, but not limited to, the following powers:

1. To invest all or a portion of the Fund (including
idle cash balances) in time deposits, savings
accounts, money market accounts or similar
investments bearing a reasonable rate of interest in
the Custodian's own savings department or the savings
department of another financial organization;

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

3. To hold securities or other property of the Fund in
its own name, in the name of its nominee or in bearer
form; and

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

5.04 FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND
INDIVIDUAL TRUSTEE
This Section 5.04 applies where a financial organization has
indicated in the Adoption Agreement that it will serve as
Trustee with full trust powers. This Section also applies
where one or more individuals are named in the Adoption
Agreement to serve as Trustee(s).

A. PERMISSIBLE INVESTMENTS - The Trustee may invest the
assets of the Plan in property of any character, real or
personal, including, but not limited to the following:
stocks, including shares of open-end investment companies
(mutual funds); bonds; notes; debentures; options; limited
partnership interests; mortgages; real estate or any
interests therein; unit investment trusts; Treasury Bills,
and other U.S. Government obligations; common trust funds,
combined investment trusts, collective trust funds or
commingled funds maintained by a bank or similar

financial organization (whether or not the Trustee
hereunder); savings accounts, time deposits or money
market accounts of a bank or similar financial
organization (whether or not the Trustee hereunder);
annuity contracts; life insurance policies; or in such
other investments as is deemed proper without regard to
investments authorized by statute or rule of law
governing the investment of trust funds but with regard
to ERISA and this Plan.

Notwithstanding the preceding sentence, the Prototype
Sponsor may, as a condition of making the Plan available
to the Employer, limit the types of property in which the
assets of the Plan may be invested.

B. RESPONSIBILITIES OF THE TRUSTEE - The responsibilities of
the Trustee shall be limited to the following:

1. To receive Plan contributions and to hold, invest and
reinvest the Fund without distinction between
principal and interest; provided, however, that
nothing in this Plan shall require the Trustee to
maintain physical custody of stock certificates (or
other indicia of ownership) representing assets
within the Fund;

2. To maintain accurate records of contributions,
earnings, withdrawals and other information the
Trustee deems relevant with respect to the Plan;

3. To make disbursements from the Fund to Participants
or Beneficiaries upon the proper authorization of the
Plan Administrator; and

4. To furnish to the Plan Administrator a statement
which reflects the value of the investments in the
hands of the Trustee as of the end of each Plan Year
and as of any other times as the Trustee and Plan
Administrator may agree.

X. XXXXXX OF THE TRUSTEE - Except as otherwise provided in
this Plan, the Trustee shall have the power to take any
action with respect to the Fund which it deems necessary
or advisable to discharge its responsibilities under this
Plan including, but not limited to, the following powers:

1. To hold any securities or other property of the Fund
in its own name, in the name of its nominee or in
bearer form;

2. To purchase or subscribe for securities issued, or
real property owned, by the Employer or any trade or
business under common control with the Employer but
only if the prudent investment and diversification
requirements of ERISA are satisfied;

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

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

5. To invest any part or all of the Fund (including idle
cash balances) in certificates of deposit, demand or
time deposits, savings accounts, money market
accounts or similar investments of the Trustee (if
the Trustee is a bank or similar financial
organization), the Prototype Sponsor or any affiliate
of such Trustee or Prototype Sponsor, which bear a
reasonable rate of interest;

6. To provide sweep services without the receipt by the
Trustee of additional compensation or other
consideration (other than reimbursement of direct
expenses properly and actually incurred in the
performance of such services);

7. To hold in the form of cash for distribution or
investment such portion of the Fund as, at any time
and from time-to-time, the Trustee shall deem prudent
and deposit such cash in interest bearing or
noninterest bearing accounts;

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

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

10. To employ suitable agents and counsel, to contract
with agents to perform administrative and
recordkeeping duties and to pay their reasonable
expenses, fees and compensation, and such agent or
counsel may or may not be agent or counsel for the
Employer;

11. To cause any part or all of the Fund, without
limitation as to amount, to be commingled with the
funds of other trusts (including trusts for qualified
employee benefit plans) by causing such money to be
invested as a part of any pooled, common, collective
or commingled trust fund (including any such fund
described in the Adoption Agreement) heretofore or
hereafter created by any Trustee (if the Trustee is a
bank), by the Prototype Sponsor, by any affiliate
bank of such a Trustee or by such a Trustee or the
Prototype Sponsor, or by such an affiliate in
participation with others; the instrument or
instruments establishing such trust fund or funds, as
amended, being made part of this Plan and trust so
long as any portion of the Fund shall be invested
through the medium thereof; and

12. Generally to do all such acts, execute all such
instruments, initiate such proceedings, and exercise
all such rights and privileges with relation to
property constituting the Fund as if the Trustee were
the absolute owner thereof.

5.05 DIVISION OF FUND INTO INVESTMENT FUNDS
The Employer may direct the Trustee (or Custodian) from
time-to-time to divide and redivide the Fund into one or more
Investment Funds. Such Investment Funds may include, but not
be limited to, Investment Funds representing the assets under
the control of an investment manager pursuant to Section 5.12
and Investment Funds representing investment options available
for individual direction by Participants pursuant to Section
5.14. Upon each division or redivision, the Employer may
specify the part of the Fund to be allocated to each such
Investment Fund and the terms and conditions, if any, under
which the assets in such Investment Fund shall be invested.

5.06 COMPENSATION AND EXPENSES
The Trustee (or Custodian, if applicable) shall receive such
reasonable compensation as may be agreed upon by the Trustee
(or Custodian) and the Employer. The Trustee (or Custodian)
shall be entitled to reimbursement by the Employer for all
proper expenses incurred in carrying out his or her duties
under this Plan, including reasonable legal, accounting and
actuarial expenses. If not paid by the Employer, such
compensation and expenses may be charged against the Fund.

All taxes of any kind that may be levied or assessed under
existing or future laws upon, or in respect of, the Fund or the
income thereof shall be paid from the Fund.

5.07 NOT OBLIGATED TO QUESTION DATA
The Employer shall furnish the Trustee (or Custodian, if
applicable) and Plan Administrator the information which each
party deems necessary for the administration of the Plan
including, but not limited to, changes in a Participant's
status, eligibility, mailing addresses and other such data as
may be required. The Trustee (or Custodian) and Plan
Administrator shall be entitled to act on such information as
is supplied them and shall have no duty or responsibility to
further verify or question such information.

5.08 LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
The Plan Administrator shall be responsible for withholding
federal income taxes from distributions from the Plan, unless
the Participant (or Beneficiary, where applicable) elects not
to have such taxes withheld. The Trustee (or Custodian) or
other payor may act as agent for the Plan Administrator to
withhold such taxes and to make the appropriate distribution
reports, if the Plan Administrator furnishes all the
information to the Trustee (or Custodian) or other payor it may
need to do withholding and reporting.

5.09 RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)
The Trustee (or Custodian, if applicable) may resign at any
time by giving 30 days advance written notice to the Employer.
The resignation shall become effective 30 days after receipt of
such notice unless a shorter period is agreed upon.

The Employer may remove any Trustee (or Custodian) at any time
by giving written notice to such Trustee (or Custodian) and
such removal shall be effective 30 days after receipt of such
notice unless a shorter period is agreed upon. The Employer
shall have the power to appoint a successor Trustee (or
Custodian).

Upon such resignation or removal, if the resigning or removed
Trustee (or Custodian) is the sole Trustee (or Custodian), he
or she shall transfer all of the assets of the Fund then held
by such Trustee (or Custodian) as expeditiously as possible to
the successor Trustee (or Custodian) after paying or reserving
such reasonable amount as he or she shall deem necessary to
provide for the expense in the settlement of the accounts and
the amount of any compensation due him or her and any sums
chargeable against the Fund for which he or she may be liable.
If the Funds as reserved are not sufficient for such purpose,
then he or she shall be entitled to reimbursement from the
successor Trustee (or Custodian) out of the assets in

the successor Trustee's (or Custodian's) hands under this
Plan. If the amount reserved shall be in excess of the
amount actually needed, the former Trustee (or Custodian)
shall return such excess to the successor Trustee (or
Custodian).

Upon receipt of the transferred assets, the successor Trustee
(or Custodian) shall thereupon succeed to all of the powers and
responsibilities given to the Trustee (or Custodian) by this
Plan.

The resigning or removed Trustee (or Custodian) shall render an
accounting to the Employer and unless objected to by the
Employer within 30 days of its receipt, the accounting shall be
deemed to have been approved and the resigning or removed
Trustee (or Custodian) shall be released and discharged as to
all matters set forth in the accounting. Where a financial
organization is serving as Trustee (or Custodian) and it is
merged with or bought by another organization (or comes under
the control of any federal or state agency), that organization
shall serve as the successor Trustee (or Custodian) of this
Plan, but only if it is the type of organization that can so
serve under applicable law.

Where the Trustee or Custodian is serving as a nonbank trustee
or custodian pursuant to Section 1.401-12(n) of the Income Tax
Regulations, the Employer will appoint a successor Trustee (or
Custodian) upon notification by the Commissioner of Internal
Revenue that such substitution is required because the Trustee
(or Custodian) has failed to comply with the requirements of
Section 1.401-12(n) or is not keeping such records or making
such returns or rendering such statements as are required by
forms or regulations.

5.10 DEGREE OF CARE - LIMITATIONS OF LIABILITY
The Trustee (or Custodian) shall not be liable for any losses
incurred by the Fund by any direction to invest communicated by
the Employer, Plan Administrator, investment manager appointed
pursuant to Section 5.12 or any Participant or Beneficiary.
The Trustee (or Custodian) shall be under no liability for
distributions made or other action taken or not taken at the
written direction of the Plan Administrator. It is
specifically understood that the Trustee (or Custodian) shall
have no duty or responsibility with respect to the
determination of matters pertaining to the eligibility of any
Employee to become a Participant or remain a Participant
hereunder, the amount of benefit to which a Participant or
Beneficiary shall be entitled to receive hereunder, whether a
distribution to Participant or Beneficiary is appropriate under
the terms of the Plan or the size and type of any policy to be
purchased from any insurer for any Participant hereunder or
similar matters; it being understood that all such
responsibilities under the Plan are vested in the Plan
Administrator.

5.11 INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR CUSTODIAN)
Notwithstanding any other provision herein, and except as may
be otherwise provided by ERISA, the Employer shall indemnify
and hold harmless the Trustee (or Custodian, if applicable) and
the Prototype Sponsor, their officers, directors, employees,
agents, their heirs, executors, successors and assigns, from
and against any and all liabilities, damages, judgments,
settlements, losses, costs, charges, or expenses (including
legal expenses) at any time arising out of or incurred in
connection with any action taken by such parties in the
performance of their duties with respect to this Plan, unless
there has been a final adjudication of gross negligence or
willful misconduct in the performance of such duties.

Further, except as may be otherwise provided by ERISA, the
Employer will indemnify the Trustee (or Custodian) and
Prototype Sponsor from any liability, claim or expense
(including legal expense) which the Trustee (or Custodian) and
Prototype Sponsor shall incur by reason of or which results, in
whole or in part, from the Trustee's (or Custodian's) or
Prototype Sponsor's reliance on the facts and other directions
and elections the Employer communicates or fails to
communicate.

5.12 INVESTMENT MANAGERS
A. DEFINITION OF INVESTMENT MANAGER - The Employer may
appoint one or more investment managers to make investment
decisions with respect to all or a portion of the Fund.
The investment manager shall be any firm or individual
registered as an investment adviser under the Investment
Advisers Act of 1940, a bank as defined in said Act or an
insurance company qualified under the laws of more than
one state to perform services consisting of the
management, acquisition or disposition of any assets of
the Plan.

B. INVESTMENT MANAGER'S AUTHORITY - A separate Investment
Fund shall be established representing the assets of the
Fund invested at the direction of the investment manager.
The investment manager so appointed shall direct the
Trustee (or Custodian, if applicable ) with respect to the
investment of such Investment Fund. The investments which
may be acquired at the direction of the investment manager
are those described in Section 5.03(A) (for Custodians) or
Section 5.04(A) (for Trustees).

C. WRITTEN AGREEMENT - The appointment of any investment
manager shall be by written agreement between the Employer
and the investment manager and a copy of such agreement
(and any modification or termination thereof) must be
given to the Trustee (or Custodian).

The agreement shall set forth, among other matters, the
effective date of the investment manager's appointment and
an acknowledgement by the investment manager that it is a
fiduciary of the Plan under ERISA.

D. CONCERNING THE TRUSTEE (OR CUSTODIAN) - Written notice of
each appointment of an investment manager shall be given
to the Trustee (or Custodian) in advance of the effective
date of such appointment. Such notice shall

specify which portion of the Fund will constitute the
Investment Fund subject to the investment manager's
direction. The Trustee (or Custodian) shall comply with
the investment direction given to it by the investment
manager and will not be liable for any loss which may
result by reason of any action (or inaction) it takes at
the direction of the investment manager.

5.13 MATTERS RELATING TO INSURANCE
A. If a life insurance policy is to be purchased for a
Participant, the aggregate premium for certain life
insurance for each Participant must be less than a certain
percentage of the aggregate Employer Contributions and
Forfeitures allocated to a Participant's Individual
Account at any particular time as follows:

1. Ordinary Life Insurance - For purposes of these
incidental insurance provisions, ordinary life
insurance contracts are contracts with both
nondecreasing death benefits and nonincreasing
premiums. If such contracts are purchased, less than
50% of the aggregate Employer Contributions and
Forfeitures allocated to any Participant's Individual
Account will be used to pay the premiums attributable
to them.

2. Term and Universal Life Insurance - No more than 25%
of the aggregate Employer Contributions and
Forfeitures allocated to any Participant's Individual
Account will be used to pay the premiums on term life
insurance contracts, universal life insurance
contracts, and all other life insurance contracts
which are not ordinary life.

3. Combination - The sum of 50% of the ordinary life
insurance premiums and all other life insurance
premiums will not exceed 25% of the aggregate
Employer Contributions and Forfeitures allocated to
any Participant's Individual Account.

If this Plan is a profit sharing plan, the above
incidental benefits limits do not apply to life
insurance contracts purchased with Employer
Contributions and Forfeitures that have been in the
Participant's Individual Account for at least 2 full
Plan Years, measured from the date such contributions
were allocated.

B. Any dividends or credits earned on insurance contracts for
a Participant shall be allocated to such Participant's
Individual Account.

C. Subject to Section 6.05, the contracts on a Participant's
life will be converted to cash or an annuity or
distributed to the Participant upon commencement of
benefits.

D. The Trustee (or Custodian, if applicable) shall apply for
and will be the owner of any insurance contract(s)
purchased under the terms of this Plan. The insurance
contract(s) must provide that proceeds will be payable to
the Trustee (or Custodian), however, the Trustee (or
Custodian) shall be required to pay over all proceeds of
the contract(s) to the Participant's designated
Beneficiary in accordance with the distribution provisions
of this Plan. A Participant's spouse will be the
designated Beneficiary of the proceeds in all
circumstances unless a qualified election has been made in
accordance with Section 6.05. Under no circumstances
shall the Fund retain any part of the proceeds. In the
event of any conflict between the terms of this Plan and
the terms of any insurance contract purchased hereunder,
the Plan provisions shall control.

E. The Plan Administrator may direct the Trustee (or
Custodian) to sell and distribute insurance or annuity
contracts to a Participant (or other party as may be
permitted) in accordance with applicable law or
regulations.

5.14 DIRECTION OF INVESTMENTS BY PARTICIPANT
If so indicated in the Adoption Agreement, each Participant may
individually direct the Trustee (or Custodian, if applicable)
regarding the investment of part or all of his or her
Individual Account. To the extent so directed, the Employer,
Plan Administrator, Trustee (or Custodian) and all other
fiduciaries are relieved of their fiduciary responsibility
under Section 404 of ERISA.

The Plan Administrator shall direct that a Separate Fund be
established in the name of each Participant who directs the
investment of part or all of his or her Individual Account.
Each Separate Fund shall be charged or credited (as
appropriate) with the earnings, gains, losses or expenses
attributable to such Separate Fund. No fiduciary shall be
liable for any loss which results from a Participant's
individual direction. The assets subject to individual
direction shall not be invested in collectibles as that term is
defined in Section 408(m) of the Code.

The Plan Administrator shall establish such uniform and
nondiscriminatory rules relating to individual direction as it
deems necessary or advisable including, but not limited to,
rules describing (1) which portions of Participant's Individual
Account can be individually directed; (2) the frequency of
investment changes; (3) the forms and procedures for making
investment changes; and (4) the effect of a Participant's
failure to make a valid direction.

The Plan Administrator may, in a uniform and nondiscriminatory
manner, limit the available investments for Participants'
individual direction to certain specified investment options
(including, but not limited to, certain mutual funds,
investment contracts, deposit accounts and group trusts). The
Plan Administrator may permit, in a uniform and
nondiscriminatory manner, a Beneficiary of a deceased
Participant or the alternate payee under a qualified domestic
relations order (as defined in Section 414(p) of the Code) to
individually direct in accordance with this Section.

SECTION SIX VESTING AND DISTRIBUTION

6.01 DISTRIBUTION TO PARTICIPANT
A. DISTRIBUTABLE EVENTS
1. Entitlement to Distribution - The Vested portion of a
Participant's Individual Account shall be
distributable to the Participant upon (1) the
occurrence of any of the distributable events
specified in the Adoption Agreement; (2) the
Participant's Termination of Employment after
attaining Normal Retirement Age; (3) the termination
of the Plan; and (4) the Participant's Termination of
Employment after satisfying any Early Retirement Age
conditions.

If a Participant separates from service before
satisfying the Early Retirement Age requirement, but
has satisfied the service requirement, the
Participant will be entitled to elect an early
retirement benefit upon satisfaction of such age
requirement.

2. Written Request: When Distributed - A Participant
entitled to distribution who wishes to receive a
distribution must submit a written request to the
Plan Administrator. Such request shall be made upon
a form provided by the Plan Administrator. Upon a
valid request, the Plan Administrator shall direct
the Trustee (or Custodian, if applicable) to commence
distribution no later than the time specified in the
Adoption Agreement for this purpose and, if not
specified in the Adoption Agreement, then no later
than 90 days following the later of:

a. the close of the Plan Year within which the event
occurs which entitles the Participant to
distribution; or

b. the close of the Plan Year in which the request is
received.

3. Special Rules for Withdrawals During Service - If
this is a profit sharing plan and the Adoption
Agreement so provides, a Participant may elect to
receive a distribution of all or part of the Vested
portion of his or her Individual Account, subject to
the requirements of Section 6.05 and further subject
to the following limits:

a. Participant for 5 or more years. An Employee who
has been a Participant in the Plan for 5 or more
years may withdraw up to the entire Vested portion
of his or her Individual Account.

b. Participant for less than 5 years. An Employee
who has been a Participant in the Plan for less
than 5 years may withdraw only the amount which
has been in his or her Individual Account
attributable to Employer Contributions for at
least 2 full Plan Years, measured from the date
such contributions were allocated. However, if
the distribution is on account of hardship, the
Participant may withdraw up to his or her entire
Vested portion of the Participant's Individual
Account. For this purpose, hardship shall have
the meaning set forth in Section 6.01(A)(4) of the
Code.

4. Special Rules for Hardship Withdrawals - If this is a
profit sharing plan and the Adoption Agreement so
provides, a Participant may elect to receive a
hardship distribution of all or part of the Vested
portion of his or her Individual Account, subject to
the requirements of Section 6.05 and further subject
to the following limits:

a. Participant for 5 or more years. An Employee who
has been a Participant in the Plan for 5 or more
years may withdraw up to the entire Vested portion
of his or her Individual Account.

For purposes of this Section 6.01(A)(4) and
Section 6.01(A)(3) hardship is defined as an
immediate and heavy financial need of the
Participant where such Participant lacks other

available resources. The following are the only
financial needs considered immediate and heavy:
expenses incurred or necessary for medical care,
described in Section 213(d) of the Code, of the
Employee, the Employee's spouse or dependents; the
purchase (excluding mortgage payments) of a
principal residence for the Employee; payment of
tuition and related educational fees for the next
12 months of post-secondary education for the
Employee, the Employee's spouse, children or
dependents; or the need to prevent the eviction of
the Employee from, or a foreclosure on the
mortgage of, the Employee's principal residence.

A distribution will be considered as necessary to
satisfy an immediate and heavy financial need of
the Employee only if:

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

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

5. One-Time In-Service Withdrawal Option - If this is a
profit sharing plan and the Employer has elected the
one-time in-service withdrawal option in the Adoption
Agreement, then Participants will be permitted only
one in-service withdrawal during the course of such
Participants employment with the Employer. The
amount which the Participant can withdraw will be
limited to the lesser of the amount determined under
the limits set forth in Section 6.01(A)(3) or the
percentage of the Participant's Individual Account
specified by the Employer in the Adoption Agreement.
Distributions under this Section will be subject to
the requirements of Section 6.05.

6. Commencement of Benefits - Notwithstanding any other
provision, unless the Participant elects otherwise,
distribution of benefits will begin no later than the
60th day after the latest of the close of the Plan
Year in which:

a. the Participant attains Normal Retirement Age;

b. occurs the 10th anniversary of the year in which
the Participant commenced participation in the
Plan; or

c. the Participant incurs a Termination of
Employment.

Notwithstanding the foregoing, the failure of a
Participant and spouse to consent to a distribution
while a benefit is immediately distributable, within
the meaning of Section 6.02(B) of the Plan, shall be
deemed to be an election to defer commencement of
payment of any benefit sufficient to satisfy this
Section.

B. DETERMINING THE VESTED PORTION - In determining the Vested
portion of a Participant's Individual Account, the
following rules apply:

1. Employer Contributions and Forfeitures - The Vested
portion of a Participant's Individual Account derived
from Employer Contributions and Forfeitures is
determined by applying the vesting schedule selected
in the Adoption Agreement (or the vesting schedule
described in Section 6.01(C) if the Plan is a
Top-Heavy Plan).

2. Rollover and Transfer Contributions - A Participant
is fully Vested in his or her rollover contributions
and transfer contributions.

3. Fully Vested Under Certain Circumstances - A
Participant is fully Vested in his or her Individual
Account if any of the following occurs:

a. the Participant reaches Normal Retirement Age;

b. the Plan is terminated or partially terminated;
or

c. there exists a complete discontinuance of
contributions under the Plan.

Further, unless otherwise indicated in the Adoption
Agreement, a Participant is fully Vested if the
Participant dies, incurs a Disability, or satisfies
the conditions for Early Retirement Age (if
applicable).

4. Participants in a Prior Plan - If a Participant was a
participant in a Prior Plan on the Effective Date,
his or her Vested percentage shall not be less than
it would have been under such Prior Plan as computed
on the Effective Date.

C. MINIMUM VESTING SCHEDULE FOR TOP-HEAVY PLANS - The
following vesting provisions apply for any Plan Year in
which this Plan is a Top-Heavy Plan.

Notwithstanding the other provisions of this Section 6.01
or the vesting schedule selected in the Adoption Agreement
(unless those provisions or that schedule provide for more
rapid vesting), a Participant's Vested portion of his or
her Individual Account attributable to Employer
Contributions and Forfeitures shall be determined in
accordance with the vesting schedule elected by the
Employer in the Adoption Agreement (and if no election is
made the 6 year graded schedule will be deemed to have
been elected) as described below:

6 YEAR GRADED 3 YEAR CLIFF
Years of Years of
Vesting Service Vested Percentage Vesting Service Vested Percentage
--------------- ----------------- --------------- -----------------

1 0
2 20 1 0
3 40 2 0
4 60 3 100
5 80
6 100

This minimum vesting schedule applies to all benefits
within the meaning of Section 411(a)(7) of the Code,
except those attributable to Nondeductible Employee
Contributions including benefits accrued before the
effective date of Section 416 of the Code and benefits
accrued before the Plan became a Top-Heavy Plan. Further,
no decrease in a Participant's Vested percentage may occur
in the event the Plan's status as a Top-Heavy Plan changes
for any Plan Year. However, this Section 6.01(C) does not
apply to the Individual Account of any Employee who does
not have an Hour of Service after the Plan has initially
become a Top-Heavy Plan and such Employee's Individual
Account attributable to Employer Contributions and
Forfeitures will be determined without regard to this
Section.

If this Plan ceases to be a Top-Heavy Plan, then in
accordance with the above restrictions, the vesting
schedule as selected in the Adoption Agreement will
govern. If the vesting schedule under the Plan shifts in
or out of top-heavy status, such shift is an amendment to
the vesting schedule and the election in Section 9.04
applies.

D. BREAK IN VESTING SERVICE AND FORFEITURES - If a
Participant incurs a Termination of Employment, any
portion of his or her Individual Account which is not
Vested shall be held in a suspense account. Such suspense
account shall share in any increase or decrease in the
fair market value of the assets of the Fund in accordance
with Section 4 of the Plan. The disposition of such
suspense account shall be as follows:

1. Breaks in Vesting Service - If a Participant neither
receives nor is deemed to receive a distribution
pursuant to Section 6.01(D)(3) or (4) and the
Participant returns to the service of the Employer
before incurring 5 consecutive Breaks in Vesting
Service, there shall be no Forfeiture and the amount
in such suspense account shall be recredited to such
Participant's Individual Account.

2. Five Consecutive Breaks in Vesting Service - If a
Participant neither receives nor is deemed to receive
a distribution pursuant to Section 6.01(D)(3) or (4)
and the Participant does not return to the service of
the Employer before incurring 5 consecutive Breaks in
Vesting Service, the portion of the Participant's
Individual Account which is not Vested shall be
treated as a Forfeiture and allocated in accordance
with Section 3.01(C).

3. Cash-out of Certain Participants - If the value of
the Vested portion of such Participant's Individual
Account derived from Nondeductible Employee
Contributions and Employer Contributions does not
exceed $3,500, the Participant shall receive a
distribution of the entire Vested portion of such
Individual Account and the portion which is not
Vested shall be treated as a Forfeiture and allocated
in accordance with Section 3.01(C). For purposes of
this Section, if the value of the Vested portion of a
Participant's Individual Account is zero, the
Participant shall be deemed to have received a
distribution of such Vested Individual Account. A
Participant's Vested Individual Account balance shall
not include accumulated deductible employee
contributions within the meaning of Section
72(o)(5)(B) of the Code for Plan Years beginning
prior to January 1, 1989.

4. Participants Who Elect to Receive Distributions - If
such Participant elects to receive a distribution, in
accordance with Section 6.02(B), of the value of the
Vested portion of his or her Individual Account
derived from Nondeductible Employee Contributions and
Employer Contributions, the portion which is not
Vested shall be treated as a Forfeiture and allocated
in accordance with Section 3.01(C).

5. Re-employed Participants - If a Participant receives
or is deemed to receive a distribution pursuant to
Section 6.01(D)(3) or (4) above and the Participant
resumes employment covered under this Plan, the
Participant's Employer-derived Individual Account
balance will be restored to the amount on the date of
distribution if the Participant repays to the Plan
the full amount of the distribution attributable to
Employer Contributions before the earlier of 5 years
after the first date on which the Participant is
subsequently re-employed by the Employer, or the date
the Participant incurs 5 consecutive Breaks in
Vesting Service following the date of the
distribution.

Any restoration of a Participant's Individual Account
pursuant to Section 6.01(D)(5) shall be made from
other Forfeitures, income or gain to the Fund or
contributions made by the Employer.

E. DISTRIBUTION PRIOR TO FULL VESTING - If a distribution is
made to a Participant who was not then fully Vested in his
or her Individual Account derived from Employer
Contributions and the Participant may increase his or her
Vested percentage in his or her Individual Account, then
the following rules shall apply:

1. a separate account will be established for the
Participant's interest in the Plan as of the time of
the distribution, and

2. at any relevant time the Participant's Vested portion
of the separate account will be equal to an amount
("X") determined by the formula: X=P (AB + (R x D))
- (R x D) where "P" is the Vested percentage at the
relevant time, "AB" is the separate account balance
at the relevant time; "D" is the amount of the
distribution; and "R" is the ratio of the separate
account balance at the relevant time to the separate
account balance after distribution.

6.02 FORM OF DISTRIBUTION TO A PARTICIPANT
A. VALUE OF INDIVIDUAL ACCOUNT DOES NOT EXCEED $3,500 - If
the value of the Vested portion of a Participant's
Individual Account derived from Nondeductible Employee
Contributions and Employer Contributions does not exceed
$3,500, distribution from the Plan shall be made to the
Participant in a single lump sum in lieu of all other
forms of distribution from the Plan as soon as
administratively feasible.

B. VALUE OF INDIVIDUAL ACCOUNT EXCEEDS $3,500

1. If the value of the Vested portion of a Participant's
Individual Account derived from Nondeductible
Employee Contributions and Employer Contributions
exceeds (or at the time of any prior distribution
exceeded) $3,500, and the Individual Account is
immediately distributable, the Participant and the
Participant's spouse (or where either the Participant
or the spouse died, the survivor) must consent to any
distribution of such Individual Account. The consent
of the Participant and the Participant's spouse shall
be obtained in writing within the 90-day period
ending on the annuity starting date. The annuity
starting date is the first day of the first period
for which an amount is paid as an annuity or any
other form. The Plan Administrator shall notify the
Participant and the Participant's spouse of the right
to defer any distribution until the Participant's
Individual Account is no longer immediately
distributable. Such notification shall include a
general description of the material features, and an
explanation of the relative values of, the optional
forms of benefit available under the Plan in a manner
that would satisfy the notice requirements of Section
417(a)(3) of the Code, and shall be provided no less
than 30 days and no more than 90 days prior to the
annuity starting date.

If a distribution is one to which Sections 401(a)(11)
and 417 of the Internal Revenue Code do not apply,
such distribution may commence less than 30 days
after the notice required under Section
1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:

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

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

Notwithstanding the foregoing, only the
Participant need consent to the commencement of a
distribution in the form of a qualified joint and
survivor annuity while the Individual Account is
immediately distributable. Neither the consent of
the Participant nor the Participant's spouse shall
be required to the extent that a distribution is
required to satisfy

Section 401(a)(9) or Section 415 of the Code.
In addition, upon termination of this Plan if
the Plan does not offer an annuity option
(purchased from a commercial provider), the
Participant's Individual Account may, without
the Participant's consent, be distributed to
the Participant or transferred to another
defined contribution plan (other than an
employee stock ownership plan as defined in
Section 4975(e)(7) of the Code) within the same
controlled group.

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

2. For purposes of determining the applicability of
the foregoing consent requirements to distributions
made before the first day of the first Plan Year
beginning after December 31, 1988, the Vested
portion of a Participant's Individual Account shall
not include amounts attributable to accumulated
deductible employee contributions within the
meaning of Section 72(o)(5)(B) of the Code.

C. OTHER FORMS OF DISTRIBUTION TO PARTICIPANT - If the value
of the Vested portion of a Participant's Individual
Account exceeds $3,500 and the Participant has properly
waived the joint and survivor annuity, as described in
Section 6.05, the Participant may request in writing that
the Vested portion of his or her Individual Account be
paid to him or her in one or more of the following forms
of payment: (1) in a lump sum; (2) in installment
payments over a period not to exceed the life expectancy
of the Participant or the joint and last survivor life
expectancy of the Participant and his or her designated
Beneficiary; or (3) applied to the purchase of an annuity
contract.

Notwithstanding anything in this Section 6.02 to the
contrary, a Participant cannot elect payments in the form
of an annuity if the Retirement Equity Act safe harbor
rules of Section 6.05(F) apply.

6.03 DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT
A. DESIGNATION OF BENEFICIARY - SPOUSAL CONSENT - Each
Participant may designate, upon a form provided by and
delivered to the Plan Administrator, one or more primary
and contingent Beneficiaries to receive all or a specified
portion of the Participant's Individual Account in the
event of his or her death. A Participant may change or
revoke such Beneficiary designation from time to time by
completing and delivering the proper form to the Plan
Administrator.

In the event that a Participant wishes to designate a
primary Beneficiary who is not his or her spouse, his or
her spouse must consent in writing to such designation,
and the spouse's consent must acknowledge the effect of
such designation and be witnessed by a notary public or
plan representative. Notwithstanding this consent
requirement, if the Participant establishes to the
satisfaction of the Plan Administrator that such written
consent may not be obtained because there is no spouse or
the spouse cannot be located, no consent shall be
required. Any change of Beneficiary will require a new
spousal consent.

B. PAYMENT TO BENEFICIARY - If a Participant dies before the
Participant's entire Individual Account has been paid to
him or her, such deceased Participant's Individual Account
shall be payable to any surviving Beneficiary designated
by the Participant, or, if no Beneficiary survives the
Participant, to the Participant's estate.

C. WRITTEN REQUEST: WHEN DISTRIBUTED - A Beneficiary of a
deceased Participant entitled to a distribution who wishes
to receive a distribution must submit a written request to
the Plan Administrator. Such request shall be made upon a
form provided by the Plan Administrator. Upon a valid
request, the Plan Administrator shall direct the Trustee
(or Custodian) to commence distribution no later than the
time specified in the Adoption Agreement for this purpose
and if not specified in the Adoption Agreement, then no
later than 90 days following the later of:

1. the close of the Plan Year within which the
Participant dies; or

2. the close of the Plan Year in which the request is
received.

6.04 FORM OF DISTRIBUTION TO BENEFICIARY
A. VALUE OF INDIVIDUAL ACCOUNT DOES NOT EXCEED $3,500 - If
the value of the Participant's Individual Account derived
from Nondeductible Employee Contributions and Employer
Contributions does not exceed $3,500, the Plan
Administrator shall direct the Trustee (or Custodian, if
applicable) to make a distribution to the Beneficiary in a
single lump sum in lieu of all other forms of distribution
from the Plan.

B. VALUE OF INDIVIDUAL ACCOUNT EXCEEDS $3,500 - If the value
of a Participant's Individual Account derived from
Nondeductible Employee Contributions and Employer
Contributions exceeds $3,500 the preretirement survivor
annuity requirements of Section 6.05 shall apply unless
waived in accordance with that Section or unless the
Retirement Equity Act safe harbor rules of Section 6.05(F)
apply. However, a surviving spouse Beneficiary may

elect any form of payment allowable under the Plan in lieu
of the preretirement survivor annuity. Any such payment to
the surviving spouse must meet the requirements of Section
6.06.

C. OTHER FORMS OF DISTRIBUTION TO BENEFICIARY - If the value
of a Participant's Individual Account exceeds $3,500 and
the Participant has properly waived the preretirement
survivor annuity, as described in Section 6.05 (if
applicable) or if the Beneficiary is the Participant's
surviving spouse, the Beneficiary may, subject to the
requirements of Section 6.06, request in writing that the
Participant's Individual Account be paid as follows: (1)
in a lump sum; or (2) in installment payments over a
period not to exceed the life expectancy of such
Beneficiary.

6.05 JOINT AND SURVIVOR ANNUITY REQUIREMENTS
A. The provisions of this Section shall apply to any
Participant who is credited with at least one Hour of
Eligibility Service with the Employer on or after August
23, 1984, and such other Participants as provided in
Section 6.05(G).

B. QUALIFIED JOINT AND SURVIVOR ANNUITY - Unless an optional
form of benefit is selected pursuant to a qualified
election within the 90-day period ending on the annuity
starting date, a married Participant's Vested account
balance will be paid in the form of a qualified joint and
survivor annuity and an unmarried Participant's Vested
account balance will be paid in the form of a life
annuity. The Participant may elect to have such annuity
distributed upon attainment of the earliest retirement age
under the Plan.

C. QUALIFIED PRERETIREMENT SURVIVOR ANNUITY - Unless an
optional form of benefit has been selected within the
election period pursuant to a qualified election, if a
Participant dies before the annuity starting date then the
Participant's Vested account balance shall be applied
toward the purchase of an annuity for the life of the
surviving spouse. The surviving spouse may elect to have
such annuity distributed within a reasonable period after
the Participant's death.

D. DEFINITIONS

1. Election Period - The period which begins on the
first day of the Plan Year in which the Participant
attains age 35 and ends on the date of the
Participant's death. If a Participant separates from
service prior to the first day of the Plan Year in
which age 35 is attained, with respect to the account
balance as of the date of separation, the election
period shall begin on the date of separation.

Pre-age 35 waiver - A Participant who will not yet
attain age 35 as of the end of any current Plan Year
may make special qualified election to waive the
qualified preretirement survivor annuity for the
period beginning on the date of such election and
ending on the first day of the Plan Year in which the
Participant will attain age 35. Such election shall
not be valid unless the Participant receives a
written explanation of the qualified preretirement
survivor annuity in such terms as are comparable to
the explanation required under Section 6.05(E)(1).
Qualified preretirement survivor annuity coverage
will be automatically reinstated as of the first day
of the Plan Year in which the Participant attains age
35. Any new waiver on or after such date shall be
subject to the full requirements of this Section
6.05.

2. Earliest Retirement Age - The earliest date on which,
under the Plan, the Participant could elect to
receive retirement benefits.

3. Qualified Election - A waiver of a qualified joint
and survivor annuity or a qualified preretirement
survivor annuity. Any waiver of a qualified joint
and survivor annuity or a qualified preretirement
survivor annuity shall not be effective unless: (a)
the Participant's spouse consents in writing to the
election, (b) the election designates a specific
Beneficiary, including any class of beneficiaries or
any contingent beneficiaries, which may not be
changed without spousal consent (or the spouse
expressly permits designations by the Participant
without any further spousal consent); (c) the
spouse's consent acknowledges the effect of the
election; and (d) the spouse's consent is witnessed
by a plan representative or notary public.
Additionally, a Participant's waiver of the qualified
joint and survivor annuity shall not be effective
unless the election designates a form of benefit
payment which may not be changed without spousal
consent (or the spouse expressly permits designations
by the Participant without any further spousal
consent). If it is established to the satisfaction
of a plan representative that there is no spouse or
that the spouse cannot be located, a waiver will be
deemed a qualified election.

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

of such rights. A revocation of a prior waiver may be
made by a Participant without the consent of the
spouse at any time before the commencement of
benefits. The number of revocations shall not be
limited. No consent obtained under this provision
shall be valid unless the Participant has received
notice as provided in Section 6.05(E) below.

4. Qualified Joint and Survivor Annuity - An immediate
annuity for the life of the Participant with a
survivor annuity for the life of the spouse which is
not less than 50% and not more than 100% of the
amount of the annuity which is payable during the
joint lives of the Participant and the spouse and
which is the amount of benefit which can be purchased
with the Participant's vested account balance. The
percentage of the survivor annuity under the Plan
shall be 50% (unless a different percentage is
elected by the Employer in the Adoption Agreement).

5. Spouse (surviving spouse) - The spouse or surviving
spouse of the Participant, provided that a former
spouse will be treated as the spouse or surviving
spouse and a current spouse will not be treated as
the spouse or surviving spouse to the extent provided
under a qualified domestic relations order as
described in Section 414(p) of the Code.

6. Annuity Starting Date - The first day of the first
period for which an amount is paid as an annuity or
any other form.

7. Vested Account Balance - The aggregate value of the
Participant's Vested account balances derived from
Employer and Nondeductible Employee Contributions
(including rollovers), whether Vested before or upon
death, including the proceeds of insurance contracts,
if any, on the Participant's life. The provisions of
this Section 6.05 shall apply to a Participant who is
Vested in amounts attributable to Employer
Contributions, Nondeductible Employee Contributions
(or both) at the time of death or distribution.

E. NOTICE REQUIREMENTS

1. In the case of a qualified joint and survivor
annuity, the Plan Administrator shall no less than 30
days and not more than 90 days prior to the annuity
starting date provide each Participant a written
explanation of: (a) the terms and conditions of a
qualified joint and survivor annuity; (b) the
Participant's right to make and the effect of an
election to waive the qualified joint and survivor
annuity form of benefit; (c) the rights of a
Participant's spouse; and (d) the right to make, and
the effect of, a revocation of a previous election to
waive the qualified joint and survivor annuity.

2. In the case of a qualified preretirement annuity as
described in Section 6.05(C), the Plan Administrator
shall provide each Participant within the applicable
period for such Participant a written explanation of
the qualified preretirement survivor annuity in such
terms and in such manner as would be comparable to
the explanation provided for meeting the requirements
of Section 6.05(E)(1) applicable to a qualified joint
and survivor annuity.

The applicable period for a Participant 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 individual becomes
a Participant; (c) a reasonable period ending after
Section 6.05(E)(3) ceases to apply to the
Participant; and (d) a reasonable period ending after
this Section 6.05 first applies to the Participant.
Notwithstanding the foregoing, notice must be
provided within a reasonable period ending after
separation from service in the case of a Participant
who separates from service before attaining age 35.

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

3. Notwithstanding the other requirements of this
Section 6.05(E), the respective notices prescribed by
this Section 6.05(E), need not be given to a
Participant if (a) the Plan "fully subsidizes" the
costs of a qualified joint and survivor annuity or
qualified preretirement survivor annuity, and (b) the
Plan does not allow the Participant to waive the
qualified joint and survivor annuity or qualified
preretirement survivor annuity and does not allow a
married Participant to designate a nonspouse
beneficiary. For purposes of this Section
6.05(E)(3), a plan fully subsidizes the costs of a
benefit if no increase in cost, or decrease in
benefits to the Participant may result from the
Participant's failure to elect another benefit.

F. RETIREMENT EQUITY ACT SAFE HARBOR RULES

1. If the Employer so indicates in the Adoption
Agreement, this Section 6.05(F) shall apply to a
Participant in a profit sharing plan, and shall
always apply to any distribution, made on or after
the first day of the first Plan Year beginning after
December 31, 1988, from or under a separate account
attributable solely to accumulated deductible
employee contributions, as defined in Section
72(o)(5)(B) of the Code, and maintained on behalf of
a Participant in a money purchase pension plan,
(including a target benefit plan) if the following
conditions are satisfied:

a. the Participant does not or cannot elect payments
in the form of a life annuity; and

b. on the death of a Participant, the Participant's
Vested account balance will be paid to the
Participant's surviving spouse, but if there is no
surviving spouse, or if the surviving spouse has
consented in a manner conforming to a qualified
election, then to the Participant's designated
Beneficiary. The surviving spouse may elect to
have distribution of the Vested account balance
commence within the 90-day period following the
date of the Participant's death. The account
balance shall be adjusted for gains or losses
occurring after the Participant's death in
accordance with the provisions of the Plan
governing the adjustment of account balances for
other types of distributions. This Section
6.05(F) shall not be operative with respect to a
Participant in a profit sharing plan if the plan
is a direct or indirect transferee of a defined
benefit plan, money purchase plan, a target
benefit plan, stock bonus, or profit sharing plan
which is subject to the survivor annuity
requirements of Section 401(a)(11) and Section 417
of the code. If this Section 6.05(F) is
operative, then the provisions of this Section
6.05 other than Section 6.05(G) shall be
inoperative.

2. The Participant may waive the spousal death benefit
described in this Section 6.05(F) at any time
provided that no such waiver shall be effective
unless it satisfies the conditions of Section
6.05(D)(3) (other than the notification requirement
referred to therein) that would apply to the
Participant's waiver of the qualified preretirement
survivor annuity.

3. For purposes of this Section 6.05(F), Vested account
balance shall mean, in the case of a money purchase
pension plan or a target benefit plan, the
Participant's separate account balance attributable
solely to accumulated deductible employee
contributions within the meaning of Section
72(o)(5)(B) of the Code. In the case of a profit
sharing plan, Vested account balance shall have the
same meaning as provided in Section 6.05(D)(7).

G. TRANSITIONAL RULES

1. Any living Participant not receiving benefits on
August 23, 1984, who would otherwise not receive the
benefits prescribed by the previous subsections of
this Section 6.05 must be given the opportunity to
elect to have the prior subsections of this Section
apply if such Participant is credited with at least
one Hour of Service under this Plan or a predecessor
plan in a Plan Year beginning on or after January 1,
1976, and such Participant had at least 10 Years of
Vesting Service when he or she separated from
service.

2. Any living Participant not receiving benefits on
August 23, 1984, who was credited with at least one
Hour of Service under this Plan or a predecessor plan
on or after September 2, 1974, and who is not
otherwise credited with any service in a Plan Year
beginning on or after January 1, 1976, must be given
the opportunity to have his or her benefits paid in
accordance with Section 6.05(G)(4).

3. The respective opportunities to elect (as described
in Section 6.05(G)(1) and (2) above) must be afforded
to the appropriate Participants during the period
commencing on August 23, 1984, and ending on the date
benefits would otherwise commence to said
Participants.

4. Any Participant who has elected pursuant to Section
6.05(G)(2) and any Participant who does not elect
under Section 6.05(G)(1) or who meets the
requirements of Section 6.05(G)(1) except that such
Participant does not have at least 10 Years of
Vesting Service when he or she separates from
service, shall have his or her benefits distributed
in accordance with all of the following requirements
if benefits would have been payable in the form of a
life annuity:

a. Automatic Joint and Survivor Annuity - If benefits
in the form of a life annuity become payable to a
married Participant who:

(1) begins to receive payments under the Plan on
or after Normal Retirement Age; or

(2) dies on or after Normal Retirement Age while
still working for the Employer; or

(3) begins to receive payments on or after the
qualified early retirement age; or

(4) separates from service on or after attaining
Normal Retirement Age (or the qualified early
retirement age) and after satisfying the
eligibility requirements for the payment of
benefits under the Plan and thereafter dies
before beginning to receive such benefits;

then such benefits will be received under
this Plan in the form of a qualified joint
and survivor annuity, unless the Participant
has elected otherwise during the election
period. The election period must begin at
least 6 months before the Participant attains
qualified early retirement age and ends not
more than 90 days before the commencement of
benefits. Any election hereunder will be in
writing and may be changed by the Participant
at any time.

b. Election of Early Survivor Annuity - A Participant
who is employed after attaining the qualified
early retirement age will be given the opportunity
to elect, during the election period, to have a
survivor annuity payable on death. If the
Participant elects the survivor annuity, payments
under such annuity must not be less than the
payments which would have been made to the spouse
under the qualified joint and survivor annuity if
the Participant had retired on the day before his
or her death. Any election under this provision
will be in writing and may be changed by the
Participant at any time. The election period
begins on the later of (1) the 90th day before the
Participant attains the qualified early retirement
age, or (2) the date on which participation
begins, and ends on the date the Participant
terminates employment.

c. For purposes of Section 6.05(G)(4):

1. Qualified early retirement age is the latest
of:

a. the earliest date, under the Plan, on
which the Participant may elect to
receive retirement benefits,

b. the first day of the 120th month
beginning before the Participant reaches
Normal Retirement Age, or

c. the date the Participant begins
participation.

2. Qualified joint and survivor annuity is an
annuity for the life of the Participant with
a survivor annuity for the life of the spouse
as described in Section 6.05(D)(4) of this
Plan.

6.06 DISTRIBUTION REQUIREMENTS
A. GENERAL RULES
1. Subject to Section 6.05 Joint and Survivor Annuity
Requirements, the requirements of this Section shall
apply to any distribution of a Participant's interest
and will take precedence over any inconsistent
provisions of this Plan. Unless otherwise specified,
the provisions of this Section 6.06 apply to calendar
years beginning after December 31, 1984.

2. All distributions required under this Section 6.06
shall be determined and made in accordance with the
Income Tax Regulations under Section 401(a)(9),
including the minimum distribution incidental benefit
requirement of Section 1.401(a)(9)-2 of the proposed
regulations.

B. REQUIRED BEGINNING DATE - The entire interest of a
Participant must be distributed or begin to be distributed
no later than the Participant's required beginning date.

C. LIMITS ON DISTRIBUTION PERIODS - As of the first
distribution calendar year, distributions, if not made in
a single sum, may only be made over one of the following
periods (or a combination thereof):

1. the life of the Participant,

2. the life of the Participant and a designated
Beneficiary,

3. a period certain not extending beyond the life
expectancy of the Participant, or

4. a period certain not extending beyond the joint and
last survivor expectancy of the Participant and a
designated Beneficiary.

D. DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR - If
the Participant's interest is to be distributed in other
than a single sum, the following minimum distribution
rules shall apply on or after the required beginning date:

1. Individual Account

a. If a Participant's benefit is to be distributed
over (1) a period not extending beyond the life
expectancy of the Participant or the joint life
and last survivor expectancy of the Participant
and the Participant's designated Beneficiary or
(2) a period not extending beyond the life
expectancy of the designated Beneficiary, the
amount required to be distributed for each
calendar year, beginning with distributions for
the first distribution calendar year, must at
least equal the quotient obtained by dividing the
Participant's benefit by the applicable life
expectancy.

b. For calendar years beginning before January 1,
1989, if the Participant's spouse is not the
designated Beneficiary, the method of distribution
selected must assure that at least 50% of the
present value of the amount available for
distribution is paid within the life expectancy of
the Participant.

c. For calendar years beginning after December 31,
1988, the amount to be distributed each year,
beginning with distributions for the first
distribution calendar year shall not be less than
the quotient obtained by dividing the
Participant's benefit by the lesser of (1) the
applicable life expectancy or (2) if the
Participant's spouse is not the designated
Beneficiary, the applicable divisor determined
from the table set forth in Q&A-4 of Section
1.401(a)(9)-2 of the Proposed Income Tax
Regulations. Distributions after the death of the
Participant shall be distributed using the
applicable life expectancy in Section
6.05(D)(1)(a) above as the relevant divisor
without regard to proposed regulations
1.401(a)(9)-2.

d. The minimum distribution required for the
Participant's first distribution calendar year
must be made on or before the Participant's
required beginning date. The minimum distribution
for other calendar years, including the minimum
distribution for the distribution calendar year in
which the Employee's required beginning date
occurs, must be made on or before December 31 of
that distribution calendar year.

2. Other Forms - If the Participant's benefit is
distributed in the form of an annuity purchased from
an insurance company, distributions thereunder shall
be made in accordance with the requirements of
Section 401(a)(9) of the Code and the regulations
thereunder.

E. DEATH DISTRIBUTION PROVISIONS

1. Distribution Beginning Before Death - If the
Participant dies after distribution of his or her
interest has begun, the remaining portion of such
interest will continue to be distributed at least as
rapidly as under the method of distribution being
used prior to the Participant's death.

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

a. if any portion of the Participant's interest is
payable to a designated Beneficiary, distributions
may be made over the life or over a period certain
not greater than the life expectancy of the
designated Beneficiary commencing on or before
December 31 of the calendar year immediately
following the calendar year in which the
Participant died;

b. if the designated Beneficiary is the Participant's
surviving spouse, the date distributions are
required to begin in accordance with (a) above
shall not be earlier than the later of (1)
December 31 of the calendar year immediately
following the calendar year in which the
Participant dies or (2) December 31 of the
calendar year in which the Participant would have
attained age 70 1/2.

If the Participant has not made an election
pursuant to this Section 6.05(E)(2) by the time of
his or her death, the Participant's designated
Beneficiary must elect the method of

distribution no later than the earlier of (1)
December 31 of the calendar year in which
distributions would be required to begin under
this Section 6.05(E)(2), or (2) December 31 of the
calendar year which contains the fifth anniversary
of the date of death of the Participant. If the
Participant has no designated Beneficiary, or if
the designated Beneficiary does not elect a method
of distribution, distribution of the Participant's
entire interest must be completed by December 31
of the calendar year containing the fifth
anniversary of the Participant's death.

3. For purposes of Section 6.06(E)(2) above, if the
surviving spouse dies after the Participant, but
before payments to such spouse begin, the provisions
of Section 6.06(E)(2), with the exception of
paragraph (b) therein, shall be applied as if the
surviving spouse were the Participant.

4. For purposes of this Section 6.06(E), any amount paid
to a child of the Participant will be treated as if
it had been paid to the surviving spouse if the
amount becomes payable to the surviving spouse when
the child reaches the age of majority.

5. For purposes of this Section 6.06(E), distribution of
a Participant's interest is considered to begin on
the Participant's required beginning date (or, if
Section 6.06(E)(3) above is applicable, the date
distribution is required to begin to the surviving
spouse pursuant to Section 6.06(E)(2) above). If
distribution in the form of an annuity irrevocably
commences to the Participant before the required
beginning date, the date distribution is considered
to begin is the date distribution actually commences.

F. DEFINITIONS

1. Applicable Life Expectancy - The life expectancy (or
joint and last survivor expectancy) calculated using
the attained age of the Participant (or designated
Beneficiary) as of the Participant's (or designated
Beneficiary's) birthday in the applicable calendar
year reduced by one for each calendar year which has
elapsed since the date life expectancy was first
calculated. If life expectancy is being
recalculated, the applicable life expectancy shall be
the life expectancy as so recalculated. The
applicable calendar year shall be the first
distribution calendar year, and if life expectancy is
being recalculated such succeeding calendar year.

2. Designated Beneficiary - The individual who is
designated as the Beneficiary under the Plan in
accordance with Section 401(a)(9) of the Code and the
regulations thereunder.

3. Distribution Calendar Year - A calendar year for
which a minimum distribution is required. For
distributions beginning before the Participant's
death, the first distribution calendar year is the
calendar year immediately preceding the calendar year
which contains the Participant's required beginning
date. For distributions beginning after the
Participant's death, the first distribution calendar
year is the calendar year in which distributions are
required to begin pursuant to Section 6.05(E) above.

4. Life Expectancy - Life expectancy and joint and last
survivor expectancy are computed by use of the
expected return multiples in Tables V and VI of
Section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the Participant (or
spouse, in the case of distributions described in
Section 6.05(E)(2)(b) above) by the time
distributions are required to begin, life
expectancies shall be recalculated annually. Such
election shall be irrevocable as to the Participant
(or spouse) and shall apply to all subsequent years.
The life expectancy of a nonspouse Beneficiary may
not be recalculated.

5. Participant's Benefit

a. The account balance as of the last valuation date
in the valuation calendar year (the calendar year
immediately preceding the distribution calendar
year) increased by the amount of any Contributions
or Forfeitures allocated to the account balance as
of dates in the valuation calendar year after the
valuation date and decreased by distributions made
in the valuation calendar year after the valuation
date.
b. Exception for second distribution calendar year.
For purposes of paragraph (a) above, if any
portion of the minimum distribution for the first
distribution calendar year is made in the second
distribution calendar year on or before the
required beginning date, the amount of the minimum
distribution made in the second distribution
calendar year shall be treated as if it had been
made in the immediately preceding distribution
calendar year.

6. Required Beginning Date

a. General Rule - The required beginning date of a
Participant is the first day of April of the
calendar year following the calendar year in which
the Participant attains age 70 1/2.

b. Transitional Rules - The required beginning date
of a Participant who attains age 70 1/2 before
January 1, 1988, shall be determined in accordance
with (1) or (2) below:

(1) Non 5% Owners - The required beginning date
of a Participant who is not a 5% owner is the
first day of April of the calendar year
following the calendar year in which the
later of retirement or attainment of age
70 1/2 occurs.

(2) 5% Owners - The required beginning date of a
Participant who is a 5% owner during any year
beginning after December 31, 1979, is the
first day of April following the later of:
(a) the calendar year in which the
Participant attains age 70 1/2, or

(b) the earlier of the calendar year with or
within which ends the Plan Year in which
the Participant becomes a 5% owner, or
the calendar year in which the
Participant retires.

The required beginning date of a Participant
who is not a 5% owner who attains age 70 1/2
during 1988 and who has not retired as of
January 1, 1989, is April 1, 1990.

c. 5% Owner - A Participant is treated as a 5% owner
for purposes of this Section 6.06(F)(6) if such
Participant is a 5% owner as defined in Section
416(i) of the Code (determined in accordance with
Section 416 but without regard to whether the Plan
is top-heavy) at any time during the Plan Year
ending with or within the calendar year in which
such owner attains age 66 1/2 or any subsequent
Plan Year.

d. Once distributions have begun to a 5% owner under
this Section 6.06(F)(6) they must continue to be
distributed, even if the Participant ceases to be
a 5% owner in a subsequent year.

G. TRANSITIONAL RULE

1. Notwithstanding the other requirements of this
Section 6.06 and subject to the requirements of
Section 6.05, Joint and Survivor Annuity
Requirements, distribution on behalf of any Employee,
including a 5% owner, may be made in accordance with
all of the following requirements (regardless of when
such distribution commences):

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

b. The distribution is in accordance with a method of
distribution designated by the Employee whose
interest in the Fund is being distributed or, if
the Employee is deceased, by a Beneficiary of such
Employee.

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

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

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

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

3. For any distribution which commences before January
1, 1984, but continues after December 31, 1983, the
Employee, or the Beneficiary, to whom such
distribution is being made, will be presumed

to have designated the method of distribution under
which the distribution is being made if the method of
distribution was specified in writing and the
distribution satisfies the requirements in Sections
6.06(G)(1)(a) and (e).

4. If a designation is revoked, any subsequent
distribution must satisfy the requirements of Section
401(a)(9) of the Code and the 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
Section 401(a)(9) of the Code and the regulations
thereunder, but for the Section 242(b)(2) election.
For calendar years beginning after December 31, 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
(one not named in the designation) under the
designation will not be considered to be a revocation
of the designation, so long as such substitution or
addition does not alter the period over which
distributions are to be made under the designation,
directly or indirectly (for example, by altering the
relevant measuring life). In the case in which an
amount is transferred or rolled over from one plan to
another plan, the rules in Q&A J-2 and Q&A J-3 shall
apply.

6.07 ANNUITY CONTRACTS
Any annuity contract distributed under the Plan (if permitted
or required by this Section 6) must be nontransferable. The
terms of any annuity contract purchased and distributed by the
Plan to a Participant or spouse shall comply with the
requirements of the Plan.

6.08 LOANS TO PARTICIPANTS
If the Adoption Agreement so indicates, a Participant may
receive a loan from the Fund, subject to the following rules:
A. Loans shall be made available to all Participants on a
reasonably equivalent basis.

B. Loans shall not be made available to Highly Compensated
Employees (as defined in Section 414(q) of the Code) in an
amount greater than the amount made available to other
Employees.

C. Loans must be adequately secured and bear a reasonable
interest rate.

D. No Participant loan shall exceed the present value of the
Vested portion of a Participant's Individual Account.

E. A Participant must obtain the consent of his or her
spouse, if any, to the use of the Individual Account as
security for the loan. Spousal consent shall be obtained
no earlier than the beginning of the 90 day period that
ends on the date on which the loan is to be so secured.
The consent must be in writing, must acknowledge the
effect of the loan, and must be witnessed by a plan
representative or notary public. Such consent shall
thereafter be binding with respect to the consenting
spouse or any subsequent spouse with respect to that loan.
A new consent shall be required if the account balance is
used for renegotiation, extension, renewal, or other
revision of the loan. Notwithstanding the foregoing, no
spousal consent is necessary if, at the time the loan is
secured, no consent would be required for a distribution
under Section 417(a)(2)(B). In addition, spousal consent
is not required if the Plan or the Participant is not
subject to Section 401(a)(11) at the time the Individual
Account is used as security, or if the total Individual
Account subject to the security is less than or equal to
$3,500.

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. Notwithstanding
the preceding sentence, a Participant's default on a loan
will be treated as a distributable event and as soon as
administratively feasible after the default, the
Participant's Vested Individual Account will be reduced by
the lesser of the amount in default (plus accrued
interest) or the amount secured. If this Plan is a 401(k)
plan, then to the extent the loan is attributable to a
Participant's Elective Deferrals, Qualified Nonelective
Contributions or Qualified Matching Contributions, the
Participant's Individual Account will not be reduced
unless the Participant has attained age 59 1/2 or has
another distributable event. A Participant will be deemed
to have consented to the provision at the time the loan is
made to the Participant.

G. 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.

If a valid spousal consent has been obtained in accordance
with 6.08(E), then, notwithstanding any other provisions
of this Plan, the portion of the Participant's Vested
Individual Account used as a security interest held by the
Plan by reason of a loan outstanding to the Participant
shall be taken into account for purposes of determining
the amount of the account balance payable at the time of
death or distribution, but only if the reduction is used
as repayment of the loan. If less than 100% of the
Participant's Vested Individual Account (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
Individual Account by the amount of the security used as
repayment of the loan, and then determining the benefit
payable to the surviving spouse.

To avoid taxation to the Participant, no loan to any
Participant can be made to the extent that such loan when
added to the outstanding balance of all other loans to the
Participant would exceed the lesser of (a) $50,000 reduced
by the excess (if any) of the highest outstanding balance
of loans during the one year period ending on the day
before the loan is made, over the outstanding balance of
loans from the Plan on the date the loan is made, or (b)
50% of the present value of the nonforfeitable Individual
Account of the Participant or, if greater, the total
Individual Account up to $10,000. For the purpose of the
above limitation, all loans from all plans of the Employer
and other members of a group of employers described in
Sections 414(b), 414(c), and 414(m) of the Code are
aggregated. Furthermore, any loan shall by its terms
require that repayment (principal and interest) be
amortized in level payments, not less frequently than
quarterly, over a period not extending beyond 5 years from
the date of the loan, unless such loan is used to acquire
a dwelling unit which within a reasonable time (determined
at the time the loan is made) will be used as the
principal residence of the Participant. An assignment or
pledge of any portion of the Participant's interest in the
Plan and a loan, pledge, or assignment with respect to any
insurance contract purchased under the Plan, will be
treated as a loan under this paragraph.

The Plan Administrator shall administer the loan program
in accordance with a written document. Such written
document shall include, at a minimum, the following: (i)
the identity of the person or positions authorized to
administer the Participant loan program; (ii) the
procedure for applying for loans; (iii) the basis on which
loans will be approved or denied; (iv) limitations (if
any) on the types and amounts of loans offered; (v) the
procedure under the program for determining a reasonable
rate of interest; (vi) the types of collateral which may
secure a Participant loan; and (vii) the events
constituting default and the steps that will be taken to
preserve Plan assets in the event of such default.

6.09 DISTRIBUTION IN KIND
The Plan Administrator may cause any distribution under this
Plan to be made either in a form actually held in the Fund, or
in cash by converting assets other than cash into cash, or in
any combination of the two foregoing ways.

6.10 DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS
A. DIRECT ROLLOVER OPTION
This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the
Plan to the contrary that would otherwise limit a
distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an eligible
rollover distribution that is equal to at least $500 paid
directly to an eligible retirement plan specified by the
distributee in a direct rollover.

B. DEFINITIONS

1. Eligible rollover distribution - An eligible rollover
distribution is any distribution of all or any
portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include:

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 distributee or the joint
lives (or joint life expectancies) of the
distributee and the distributee's designated
Beneficiary, or for a specified period of ten
years or more;

b. any distribution to the extent such distribution
is required under Section 401(a)(9) of the Code;

c. the portion of any other distribution that is not
includible in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities);
and

d. any other distribution(s) that is reasonably
expected to total less than $200 during a year.

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

3. Distributee - A distributee includes an Employee or
former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's
or former Employee's spouse or former

spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section
414(p) of the Code, are distributees with regard to
the interest of the spouse or former spouse.

4. Direct rollover - A direct rollover is a payment by
the Plan to the eligible retirement plan specified
by the distributee.

6.11 PROCEDURE FOR MISSING PARTICIPANTS OR BENEFICIARIES
The Plan Administrator must use all reasonable measures to
locate Participants or Beneficiaries who are entitled to
distributions from the Plan. In the event that the Plan
Administrator cannot locate a Participant or Beneficiary who
is entitled to a distribution from the Plan after using all
reasonable measures to locate him or her, the Plan
Administrator may, consistent with applicable laws,
regulations and other pronouncements under ERISA, use any
reasonable procedure to dispose of distributable plan assets,
including any of the following: (1) establish a bank account
for and in the name of the Participant or Beneficiary and
transfer the assets to such bank account, (2) purchase an
annuity contract with the assets in the name of the
Participant or Beneficiary, or (3) after the expiration of 5
years after the benefit becomes payable, treat the amount
distributable as a Forfeiture and allocate it in accordance
with the terms of the Plan and if the Participant or
Beneficiary is later located, restore such benefit to the
Plan.

SECTION SEVEN CLAIMS PROCEDURE

7.01 FILING A CLAIM FOR PLAN DISTRIBUTIONS
A Participant or Beneficiary who desires to make a claim for
the Vested portion of the Participant's Individual Account
shall file a written request with the Plan Administrator on a
form to be furnished to him or her by the Plan Administrator
for such purpose. The request shall set forth the basis of
the claim. The Plan Administrator is authorized to conduct
such examinations as may be necessary to facilitate the
payment of any benefits to which the Participant or
Beneficiary may be entitled under the terms of the Plan.

7.02 DENIAL OF CLAIM
Whenever a claim for a Plan distribution by any Participant
or Beneficiary has been wholly or partially denied, the Plan
Administrator must furnish such Participant or Beneficiary
written notice of the denial within 60 days of the date the
original claim was filed. This notice shall set forth the
specific reasons for the denial, specific reference to
pertinent Plan provisions on which the denial is based, a
description of any additional information or material needed
to perfect the claim, an explanation of why such additional
information or material is necessary and an explanation of
the procedures for appeal.

7.03 REMEDIES AVAILABLE
The Participant or Beneficiary shall have 60 days from receipt
of the denial notice in which to make written application for
review by the Plan Administrator. The Participant or
Beneficiary may request that the review be in the nature of a
hearing. The Participant or Beneficiary shall have the right
to representation, to review pertinent documents and to submit
comments in writing. The Plan Administrator shall issue a
decision on such review within 60 days after receipt of an
application for review as provided for in Section 7.02. Upon a
decision unfavorable to the Participant or Beneficiary, such
Participant or Beneficiary shall be entitled to bring such
actions in law or equity as may be necessary or appropriate to
protect or clarify his or her right to benefits under this
Plan.

SECTION EIGHT PLAN ADMINISTRATOR

8.01 EMPLOYER IS PLAN ADMINISTRATOR
A. The Employer shall be the Plan Administrator unless the
managing body of the Employer designates a person or
persons other than the Employer as the Plan Administrator
and so notifies the Trustee (or Custodian, if applicable).
The Employer shall also be the Plan Administrator if the
person or persons so designated cease to be the Plan
Administrator. The Employer may establish an
administrative committee that will carry out the Plan
Administrator's duties. Members of the administrative
committee may allocate the Plan Administrator's duties
among themselves.

B. If the managing body of the Employer designates a person
or persons other than the Employer as Plan Administrator,
such person or persons shall serve at the pleasure of the
Employer and shall serve pursuant to such procedures as
such managing body may provide. Each such person shall be
bonded as may be required by law.

8.02 POWERS AND DUTIES OF THE PLAN ADMINISTRATOR
A. The Plan Administrator may, by appointment, allocate the
duties of the Plan Administrator among several individuals
or entities. Such appointments shall not be effective
until the party designated accepts such appointment in
writing.

B. The Plan Administrator shall have the authority to control
and manage the operation and administration of the Plan.
The Plan Administrator shall administer the Plan for the
exclusive benefit of the Participants and their
Beneficiaries in accordance with the specific terms of the
Plan.

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

1. To determine all questions of interpretation or
policy in a manner consistent with the Plan's
documents and the Plan Administrator's construction
or determination in good faith shall be conclusive
and binding on all persons except as otherwise
provided herein or by law. Any interpretation or
construction shall be done in a nondiscriminatory
manner and shall be consistent with the intent that
the Plan shall continue to be deemed a qualified plan
under the terms of Section 401(a) of the Code, as
amended from time-to-time, and shall comply with the
terms of ERISA, as amended from time-to-time;

2. To determine all questions relating to the
eligibility of Employees to become or remain
Participants hereunder;

3. To compute the amounts necessary or desirable to be
contributed to the Plan;

4. To compute the amount and kind of benefits to which a
Participant or Beneficiary shall be entitled under
the Plan and to direct the Trustee (or Custodian, if
applicable) with respect to all disbursements under
the Plan, and, when requested by the Trustee (or
Custodian), to furnish the Trustee (or Custodian)
with instructions, in writing, on matters pertaining
to the Plan and the Trustee (or Custodian) may rely
and act thereon;

5. To maintain all records necessary for the
administration of the Plan;

6. To be responsible for preparing and filing such
disclosure and tax forms as may be required from
time-to-time by the Secretary of Labor or the
Secretary of the Treasury; and

7. To furnish each Employee, Participant or Beneficiary
such notices, information and reports under such
circumstances as may be required by law.

D. The Plan Administrator shall have all of the powers
necessary or appropriate to accomplish his or her duties
under the Plan, including, but not limited to, the
following:

1. To appoint and retain such persons as may be
necessary to carry out the functions of the Plan
Administrator;

2. To appoint and retain counsel, specialists or other
persons as the Plan Administrator deems necessary or
advisable in the administration of the Plan;

3. To resolve all questions of administration of the
Plan;

4. To establish such uniform and nondiscriminatory rules
which it deems necessary to carry out the terms of
the Plan;

5. To make any adjustments in a uniform and
nondiscriminatory manner which it deems necessary to
correct any arithmetical or accounting errors which
may have been made for any Plan Year; and

6. To correct any defect, supply any omission or
reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable
to carry out the purpose of the Plan.

8.03 EXPENSES AND COMPENSATION
All reasonable expenses of administration including, but not
limited to, those involved in retaining necessary
professional assistance may be paid from the assets of the
Fund. Alternatively, the Employer may, in its discretion, pay
any or all such expenses. Pursuant to uniform and
nondiscriminatory rules that the Plan Administrator may
establish from time-to-time, administrative expenses and
expenses unique to a particular Participant may be charged to
a Participant's Individual Account or the Plan Administrator
may allow Participants to pay such fees outside of the Plan.
The Employer shall furnish the Plan Administrator with such
clerical and other assistance as the Plan Administrator may
need in the performance of his or her duties.

8.04 INFORMATION FROM EMPLOYER
To enable the Plan Administrator to perform his or her
duties, the Employer shall supply full and timely information
to the Plan Administrator (or his or her designated agents)
on all matters relating to the Compensation of all
Participants, their

regular employment, retirement, death, Disability or
Termination of Employment, and such other pertinent facts as
the Plan Administrator (or his or her agents) may require.
The Plan Administrator shall advise the Trustee (or
Custodian, if applicable) of such of the foregoing facts as
may be pertinent to the Trustee's (or Custodian's) duties
under the Plan. The Plan Administrator (or his or her
agents) is entitled to rely on such information as is
supplied by the Employer and shall have no duty or
responsibility to verify such information.

SECTION NINE AMENDMENT AND TERMINATION

9.01 RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN
A. The Employer, by adopting the Plan, expressly delegates
to the Prototype Sponsor the power, but not the duty, to
amend the Plan without any further action or consent of
the Employer as the Prototype Sponsor deems necessary
for the purpose of adjusting the Plan to comply with all
laws and regulations governing pension or profit sharing
plans. Specifically, it is understood that the
amendments may be made unilaterally by the Prototype
Sponsor. However, it shall be understood that the
Prototype Sponsor shall be under no obligation to amend
the Plan documents and the Employer expressly waives any
rights or claims against the Prototype Sponsor for not
exercising this power to amend. For purposes of
Prototype Sponsor amendments, the mass submitter shall
be recognized as the agent of the Prototype Sponsor. If
the Prototype Sponsor does not adopt the amendments made
by the mass submitter, it will no longer be identical to
or a minor modifier of the mass submitter plan.

B. An amendment by the Prototype Sponsor shall be
accomplished by giving written notice to the Employer of
the amendment to be made. The notice shall set forth the
text of such amendment and the date such amendment is to
be effective. Such amendment shall take effect unless
within the 30 day period after such notice is provided, or
within such shorter period as the notice may specify, the
Employer gives the Prototype Sponsor written notice of
refusal to consent to the amendment. Such written notice
of refusal shall have the effect of withdrawing the Plan
as a prototype plan and shall cause the Plan to be
considered an individually designed plan. The right of
the Prototype Sponsor to cause the Plan to be amended
shall terminate should the Plan cease to conform as a
prototype plan as provided in this or any other section.

9.02 RIGHT OF EMPLOYER TO AMEND THE PLAN
The Employer may (1) change the choice of options in the
Adoption Agreement; (2) add overriding language in the Adoption
Agreement when such language is necessary to satisfy Section
415 or Section 416 of the Code because of the required
aggregation of multiple plans; and (3) add certain model
amendments published by the Internal Revenue Service which
specifically provide that their adoption will not cause the
Plan to be treated as individually designed. An Employer that
amends the Plan for any other reason, including a waiver of the
minimum funding requirement under Section 412(d) of the Code,
will no longer participate in this prototype plan and will be
considered to have an individually designed plan.

An Employer who wishes to amend the Plan to change the options
it has chosen in the Adoption Agreement must complete and
deliver a new Adoption Agreement to the Prototype Sponsor and
Trustee (or Custodian, if applicable). Such amendment shall
become effective upon execution by the Employer and Trustee (or
Custodian).

The Employer further reserves the right to replace the Plan in
its entirety by adopting another retirement plan which the
Employer designates as a replacement plan.

9.03 LIMITATION ON POWER TO AMEND
No amendment to the Plan shall be effective to the extent that
it has the effect of decreasing a Participant's accrued
benefit. Notwithstanding the preceding sentence, a
Participant's Individual Account may be reduced to the extent
permitted under Section 412(c)(8) of the Code. For purposes of
this paragraph, a plan amendment which has the effect of
decreasing a Participant's Individual Account or eliminating an
optional form of benefit with respect to benefits attributable
to service before the amendment shall be treated as reducing an
accrued benefit. Furthermore, if the vesting schedule of a
Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the Vested percentage
(determined as of such date) of such Employee's Individual
Account derived from Employer Contributions will not be less
than the percentage computed under the Plan without regard to
such amendment.

9.04 AMENDMENT OF VESTING SCHEDULE
If the Plan's vesting schedule is amended, or the Plan is
amended in any way that directly or indirectly affects the
computation of the Participant's Vested percentage, or if the
Plan is deemed amended by an automatic change to or from a
top-heavy vesting schedule, each Participant with at least 3
Years of Vesting Service with the Employer may elect, within
the time set forth below, to have the Vested percentage
computed under the Plan without regard to such amendment.

For Participants who do not have at least 1 Hour of Service in
any Plan Year beginning after December 31, 1988, the preceding
sentence shall be applied by substituting "5 Years of Vesting
Service" for "3 Years of Vesting Service" where such language
appears.

The Period during which the election may be made shall commence
with the date the amendment is adopted or deemed to be made and
shall end the later of:

A. 60 days after the amendment is adopted;

B. 60 days after the amendment becomes effective; or

C. 60 days after the Participant is issued written notice of
the amendment by the Employer or Plan Administrator.

9.05 PERMANENCY
The Employer expects to continue this Plan and make the
necessary contributions thereto indefinitely, but such
continuance and payment is not assumed as a contractual
obligation. Neither the Adoption Agreement nor the Plan nor
any amendment or modification thereof nor the making of
contributions hereunder shall be construed as giving any
Participant or any person whomsoever any legal or equitable
right against the Employer, the Trustee (or Custodian, if
applicable) the Plan Administrator or the Prototype Sponsor
except as specifically provided herein, or as provided by law.

9.06 METHOD AND PROCEDURE FOR TERMINATION
The Plan may be terminated by the Employer at any time by
appropriate action of its managing body. Such termination shall
be effective on the date specified by the Employer. The Plan
shall terminate if the Employer shall be dissolved, terminated,
or declared bankrupt. Written notice of the termination and
effective date thereof shall be given to the Trustee (or
Custodian), Plan Administrator, Prototype Sponsor, Participants
and Beneficiaries of deceased Participants, and the required
filings (such as the Form 5500 series and others) must be made
with the Internal Revenue Service and any other regulatory body
as required by current laws and regulations. Until all of the
assets have been distributed from the Fund, the Employer must
keep the Plan in compliance with current laws and regulations
by (a) making appropriate amendments to the Plan and (b) taking
such other measures as may be required.

9.07 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
Notwithstanding the preceding Section 9.06, a successor of the
Employer may continue the Plan and be substituted in the place
of the present Employer. The successor and the present
Employer (or, if deceased, the executor of the estate of a
deceased Self-Employed Individual who was the Employer) must
execute a written instrument authorizing such substitution and
the successor must complete and sign a new plan document.

9.08 FAILURE OF PLAN QUALIFICATION
If the Plan fails to retain its qualified status, the Plan will
no longer be considered to be part of a prototype plan, and
such Employer can no longer participate under this prototype.
In such event, the Plan will be considered an individually
designed plan.

SECTION TEN MISCELLANEOUS

10.01 STATE COMMUNITY PROPERTY LAWS
The terms and conditions of this Plan shall be applicable
without regard to the community property laws of any state.

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

10.03 GENDER AND NUMBER
Whenever any words are used herein in the masculine gender they
shall be construed as though they were also used in the
feminine gender in all cases where they would so apply, and
whenever any words are used herein in the singular form they
shall be construed as though they were also used in the plural
form in all cases where they would so apply.

10.04 PLAN MERGER OR CONSOLIDATION
In the case of any merger or consolidation of the Plan with, or
transfer of assets or liabilities of such Plan to, any other
plan, each Participant shall be entitled to receive benefits
immediately after the merger, consolidation, or transfer (if
the Plan had then terminated) which are equal to or greater
than the benefits he or she would have been entitled to receive
immediately before the merger, consolidation, or transfer (if
the Plan had then terminated). The Trustee (or Custodian) has
the authority to enter into merger agreements or agreements to
directly transfer the assets of this Plan but only if such
agreements are made with trustees or custodians of other
retirement plans described in Section 401(a) of the Code.

10.05 STANDARD OF FIDUCIARY CONDUCT
The Employer, Plan Administrator, Trustee and any other
fiduciary under this Plan shall discharge their duties with
respect to this 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 man acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like
character and with like aims. No fiduciary shall cause the
Plan to engage in any transaction known as a "prohibited
transaction" under ERISA.

10.06 GENERAL UNDERTAKING OF ALL PARTIES
All parties to this Plan and all persons claiming any interest
whatsoever hereunder agree to perform any and all acts and
execute any and all documents and papers which may be necessary
or desirable for the carrying out of this Plan and any of its
provisions.

10.07 AGREEMENT BINDS HEIRS, ETC.
This Plan shall be binding upon the heirs, executors,
administrators, successors and assigns, as those terms shall
apply to any and all parties hereto, present and future.

10.08 DETERMINATION OF TOP-HEAVY STATUS
A. For any Plan Year beginning after December 31, 1983, this
Plan is a Top-Heavy Plan if any of the following
conditions exist:

1. If the top-heavy ratio for this Plan exceeds 60% and
this Plan is not part of any required aggregation
group or permissive aggregation group of plans.

2. If this Plan is part of a required aggregation group
of plans but not part of a permissive aggregation
group and the top-heavy ratio for the group of plans
exceeds 60%.

3. If this Plan is a part of a required aggregation
group and part of a permissive aggregation group of
plans and the top-heavy ratio for the permissive
aggregation group exceeds 60%.

For purposes of this Section 10.08, the following
terms shall have the meanings indicated below:

B. KEY EMPLOYEE - Any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the
determination period was an officer of the Employer if
such individual's annual compensation exceeds 50% of the
dollar limitation under Section 415(b)(1)(A) of the Code,
an owner (or considered an owner under Section 318 of the
Code) of one of the 10 largest interests in the Employer
if such individual's compensation exceeds 100% of the
dollar limitation under Section 415(c)(1)(A) of the Code,
a 5% owner of the Employer, or a 1% owner of the Employer
who has an annual compensation of more than $150,000.
Annual compensation means compensation as defined in
Section 415(c)(3) of the Code, but including amounts
contributed by the Employer pursuant to a salary reduction
agreement which are excludable from the Employee's gross
income under Section 125, Section 402(e)(3), Section
402(h)(1)(B) or Section 403(b) of the Code. The
determination period is the Plan Year containing the
determination date and the 4 preceding Plan Years.

The determination of who is a Key Employee will be
made in accordance with Section 416(i)(1) of the Code
and the regulations thereunder.

C. TOP-HEAVY RATIO

1. If the Employer maintains one or more defined
contribution plans (including any simplified
employee pension plan) and the Employer has not
maintained any defined benefit plan which during
the 5-year period ending on the determination
date(s) has or has had accrued benefits, the
top-heavy ratio for this Plan alone or for the
required or permissive aggregation group as
appropriate is a fraction, the numerator of which
is the sum of the account balances of all Key
Employees as of the determination date(s)
(including any part of any account balance
distributed in the 5-year period ending on the
determination date(s)), and the denominator of
which is the sum of all account balances (including
any part of any account balance distributed in the
5-year period ending on the determination date(s)),
both computed in accordance with Section 416 of the
Code and the regulations thereunder. Both the
numerator and the denominator of the top-heavy
ratio are increased to reflect any contribution not
actually made as of the determination date, but
which is required to be taken into account on that
date under Section 416 of the Code and the
regulations thereunder.

2. If the Employer maintains one or more defined
contribution plans (including any simplified
employee pension plan) and the Employer maintains
or has maintained one or more defined benefit plans
which during the 5-year period ending on the
determination date(s) has or has had any accrued
benefits, the top-heavy ratio for any required or
permissive aggregation group as appropriate is a
fraction, the numerator of which is the sum of
account balances under the aggregated defined
contribution plan or plans for all Key Employees,
determined in accordance with (1) above, and the
present value of accrued benefits under the
aggregated defined benefit plan or plans for all
Key Employees as of the determination date(s), and
the denominator of which is the sum of the account
balances under the aggregated defined contribution
plan or plans for all Participants, determined in
accordance with (1) above, and the present value of
accrued benefits under the defined benefit plan or
plans for all Participants as of the determination
date(s), all determined in accordance with Section
416 of the Code 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 5-year period ending on the
determination date.

3. For purposes of (1) and (2) above, the value of
account balances and the present value of accrued
benefits will be determined as of the most recent
valuation date that falls within or ends with the
12-month period ending on the determination date,
except as provided in Section 416 of the Code 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 (a)
who is not a Key Employee but who was a Key
Employee in a Prior Year, or (b) who has not been
credited with at least one Hour of Service with any
employer maintaining the plan at any time during
the 5-year period ending on the determination date
will be disregarded. The calculation of the
top-heavy ratio, and the extent to which
distributions, rollovers, and transfers are taken
into account will be made in accordance with
Section 416 of the Code 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.

The accrued benefit of a Participant other than a Key
Employee shall be determined under (a) the method, if
any, that uniformly applies for accrual purposes
under all defined benefit plans maintained by the
Employer, or (b) if there is no such method, as if
such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional
rule of Section 411(b)(1)(C) of the Code.

4. Permissive aggregation group: The required
aggregation group of plans plus any other plan or
plans of the Employer which, when considered as a
group with the required aggregation group, would
continue to satisfy the requirements of Sections
401(a)(4) and 410 of the Code.

5. Required aggregation group: (a) Each qualified plan
of the Employer in which at least one Key Employee
participates or participated at any time during the
determination period (regardless of whether the Plan
has terminated), and (b) any other qualified plan of
the Employer which enables a plan described in (a) to
meet the requirements of Sections 401(a)(4) or 410 of
the Code.

6. Determination date: For any Plan Year subsequent to
the first Plan Year, the last day of the preceding
Plan Year. For the first Plan Year of the Plan, the
last day of that year.

7. Valuation date: For purposes of calculating the
top-heavy ratio, the valuation date shall be the
last day of each Plan Year.

8. Present value: For purposes of establishing the
"present value" of benefits under a defined benefit
plan to compute the top-heavy ratio, any benefit
shall be discounted only for mortality and interest
based on the interest rate and mortality table
specified for this purpose in the defined benefit
plan, unless otherwise indicated in the Adoption
Agreement.

10.09 SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES
If this Plan provides contributions or benefits for one or more
Owner-Employees who control both the business for which this
Plan is established and one or more other trades or businesses,
this Plan and the plan established for other trades or
businesses must, when looked at as a single plan, satisfy
Sections 401(a) and (d) of the Code for the employees of those
trades or businesses.

If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or
businesses, the employees of the other trades or businesses
must be included in a plan which satisfies Sections 401(a) and
(d) of the Code and which provides contributions and benefits
not less favorable than provided for Owner-Employees under this
Plan.

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

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

(A) own the entire interest in a unincorporated trade or
business, or

(B) in the case of a partnership, own more than 50% of either
the capital interest or the profit interest in the
partnership.

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

10.10 INALIENABILITY OF BENEFITS
No benefit or interest available hereunder will be subject to
assignment or alienation, either voluntarily or involuntarily.
The preceding sentence shall also apply to the creation,
assignment, or recognition of a right to any benefit payable
with respect to a Participant pursuant to a domestic relations
order, unless such order is determined to be a qualified
domestic relations order, as defined in Section 414(p) of the
Code.

Generally, a domestic relations order cannot be a qualified
domestic relations order until January 1, 1985. However, in
the case of a domestic relations order entered before such
date, the Plan Administrator:

(1) shall treat such order as a qualified domestic relations
order if such Plan Administrator is paying benefits
pursuant to such order on such date, and

(2) may treat any other such order entered before such date as
a qualified domestic relations order even if such order
does not meet the requirements of Section 414(p) of the
Code.

Notwithstanding any provision of the Plan to the contrary, a
distribution to an alternate payee under a qualified domestic
relations order shall be permitted even if the Participant
affected by such order is not otherwise entitled to a
distribution and even if such Participant has not attained
earliest retirement age as defined in Section 414(p) of the
Code.

10.11 CANNOT ELIMINATE PROTECTED BENEFITS
Pursuant to Section 411(d)(6) of the Code, and the regulations
thereunder, the Employer cannot reduce, eliminate or make
subject to Employer discretion any Section 411(d)(6) protected
benefit. Where this Plan document is being adopted to amend
another plan that contains a protected benefit not provided for
in this document, the Employer may attach a supplement to the
Adoption Agreement that describes such protected benefit which
shall become part of the Plan.

SECTION ELEVEN 401(k) PROVISIONS

In addition to Sections 1 through 10, the provisions of this
Section 11 shall apply if the Employer has established a 401(k)
cash or deferred arrangement (CODA) by completing and signing
the appropriate Adoption Agreement.

11.100 DEFINITIONS
The following words and phrases when used in the Plan with
initial capital letters shall, for the purposes of this Plan,
have the meanings set forth below unless the context indicates
that other meanings are intended.

11.101 ACTUAL DEFERRAL PERCENTAGE (ADP)
Means, for a specified group of Participants for a Plan Year,
the average of the ratios (calculated separately for each
Participant in such group) of (1) the amount of Employer
Contributions actually paid over to the Fund on behalf of such
Participant for the Plan Year to (2) the Participant's
Compensation for such Plan Year (taking into account only that
Compensation paid to the Employee during the portion of the
Plan Year he or she was an eligible Participant, unless
otherwise indicated in the Adoption Agreement). For purposes
of calculating the ADP, Employer Contributions on behalf of any
Participant shall include: (1) any Elective Deferrals made
pursuant to the Participant's deferral election, (including
Excess Elective Deferrals of Highly Compensated Employees), but
excluding (a) Excess Elective Deferrals of Non-highly
Compensated Employees that arise solely from Elective Deferrals
made under the Plan or plans of this Employer and (b) Elective
Deferrals that are taken into account in the Contribution
Percentage test (provided the ADP test is satisfied both with
and without exclusion of these Elective Deferrals); and (2) at
the election of the Employer, Qualified Nonelective
Contributions and Qualified Matching Contributions. For
purposes of computing Actual Deferral Percentages, an Employee
who would be a Participant but for the failure to make Elective
Deferrals shall be treated as a Participant on whose behalf no
Elective Deferrals are made.

11.102 AGGREGATE LIMIT
Means the sum of (1) 125% of the greater of the ADP of the
Participants who are not Highly Compensated Employees for the
Plan Year or the ACP of the Participants who are not Highly
Compensated Employees under the Plan subject to Code Section
401(m) for the Plan Year beginning with or within the Plan Year
of the CODA; and (2) the lesser of 200% or two plus the lesser
of such ADP or ACP. "Lesser" is substituted for "greater" in
"(1)" above, and "greater" is substituted for "lesser" after
"two plus the" in "(2)" if it would result in a larger
Aggregate Limit.

11.103 AVERAGE CONTRIBUTION PERCENTAGE (ACP)
Means the average of the Contribution Percentages of the
Eligible Participants in a group.

11.104 CONTRIBUTING PARTICIPANT
Means a Participant who has enrolled as a Contributing
Participant pursuant to Section 11.201 and on whose behalf the
Employer is contributing Elective Deferrals to the Plan (or is
making Nondeductible Employee Contributions).

11.105 CONTRIBUTION PERCENTAGE
Means the ratio (expressed as a percentage) of the
Participant's Contribution Percentage Amounts to the
Participant's Compensation for the Plan Year (taking into
account only the Compensation paid to the Employee during the
portion of the Plan Year he or she was an eligible Participant,
unless otherwise indicated in the Adoption Agreement).

11.106 CONTRIBUTION PERCENTAGE AMOUNTS
Means the sum of the Nondeductible Employee Contributions,
Matching Contributions, and Qualified Matching Contributions
made under the Plan on behalf of the Participant for the Plan
Year. Such Contribution Percentage Amounts shall not include
Matching Contributions that are forfeited either to correct
Excess Aggregate Contributions or because the contributions to
which they relate are Excess Deferrals, Excess Contributions,
Excess Aggregate Contributions or excess annual additions which
are distributed pursuant to Section 11.508. If so elected in
the Adoption Agreement, the Employer may include Qualified
Nonelective Contributions in the Contribution Percentage
Amount. The Employer also may elect to use Elective Deferrals
in the Contribution Percentage Amounts so long as the ADP test
is met before the Elective Deferrals are used in the ACP test
and continues to be met following the exclusion of those
Elective Deferrals that are used to meet the ACP test.

11.107 ELECTIVE DEFERRALS
Means any Employer Contributions made to the Plan at the
election of the Participant, in lieu of cash compensation, and
shall include contributions made pursuant to a salary reduction
agreement or other deferral mechanism. With respect to any
taxable year, a Participant's Elective Deferral is the sum of
all Employer contributions made on behalf of such Participant
pursuant to an election to defer under any qualified CODA as
described in Section 401(k) of the Code, any simplified
employee pension cash or deferred arrangement as described in
Section 402(h)(1)(B), any eligible deferred compensation plan
under Section 457, any plan as described under Section
501(c)(18), and any Employer contributions made on the behalf
of a Participant for the purchase of an annuity contract under
Section 403(b) pursuant to a salary reduction agreement.
Elective Deferrals shall not include any deferrals properly
distributed as excess annual additions.

No Participant shall be permitted to have Elective Deferrals
made under this Plan, or any other qualified plan maintained by
the Employer, during any taxable year, in excess of the dollar
limitation contained in Section 402(g) of the Code in effect at
the beginning of such taxable year.

Elective Deferrals may not be taken into account for purposes
of satisfying the minimum allocation requirement applicable to
Top-Heavy Plans described in Section 3.01(E).

11.108 ELIGIBLE PARTICIPANT
Means any Employee who is eligible to make a Nondeductible
Employee Contribution or an Elective Deferral (if the Employer
takes such contributions into account in the calculation of the
Contribution Percentage), or to receive a Matching Contribution
(including Forfeitures thereof) or a Qualified Matching
Contribution.

If a Nondeductible Employee Contribution is required as a
condition of participation in the Plan, any Employee who would
be a Participant in the Plan if such Employee made such a
contribution shall be treated as an Eligible Participant on
behalf of whom no Nondeductible Employee Contributions are
made.

11.109 EXCESS AGGREGATE CONTRIBUTIONS
Means, with respect to any Plan Year, the excess of:
A. The aggregate Contribution Percentage Amounts taken into
account in computing the numerator of the Contribution
Percentage actually made on behalf of Highly Compensated
Employees for such Plan Year, over

B. The maximum Contribution Percentage Amounts permitted by
the ACP test (determined by reducing contributions made on
behalf of Highly Compensated Employees in order of their
Contribution Percentages beginning with the highest of
such percentages).

Such determination shall be made after first determining
Excess Elective Deferrals pursuant to Section 11.111 and
then determining Excess Contributions pursuant to Section
11.110.

11.110 EXCESS CONTRIBUTIONS
Means, with respect to any Plan Year, the excess of:
A. The aggregate amount of Employer Contributions actually
taken into account in computing the ADP of Highly
Compensated Employees for such Plan Year, over

B. The maximum amount of such contributions permitted by the
ADP test (determined by reducing contributions made on
behalf of Highly Compensated Employees in order of the
ADPs, beginning with the highest of such percentages).

11.111 EXCESS ELECTIVE DEFERRALS
Means those Elective Deferrals that are includible in a
Participant's gross income under Section 402(g) of the Code to
the extent such Participant's Elective Deferrals for a taxable
year exceed the dollar limitation under such Code section.
Excess Elective Deferrals shall be treated as annual additions
under the Plan, unless such amounts are distributed no later
than the first April 15 following the close of the
Participant's taxable year.

11.112 MATCHING CONTRIBUTION
Means an Employer Contribution made to this or any other
defined contribution plan on behalf of a Participant on account
of an Elective Deferral or a Nondeductible Employee
Contribution made by such Participant under a plan maintained
by the Employer.

Matching Contributions may not be taken into account for
purposes of satisfying the minimum allocation requirement
applicable to Top-Heavy Plans described in Section 3.01(E).

11.113 QUALIFIED NONELECTIVE CONTRIBUTIONS
Means contributions (other than Matching Contributions or
Qualified Matching Contributions) made by the Employer and
allocated to Participants' Individual Accounts that the
Participants may not elect to receive in cash until distributed
from the Plan; that are nonforfeitable when made; and that are
distributable only in accordance with the distribution
provisions that are applicable to Elective Deferrals and
Qualified Matching Contributions.
Qualified Nonelective Contribution may be taken into account
for purposes of satisfying the minimum allocation requirement
applicable to Top-Heavy Plans described in Section 3.01(E).

11.114 QUALIFIED MATCHING CONTRIBUTIONS
Means Matching Contributions which are subject to the
distribution and nonforfeitability requirements under Section
401(k) of the Code when made.

11.115 QUALIFYING CONTRIBUTING PARTICIPANT
Means a Contributing Participant who satisfies the requirements
described in Section 11.302 to be entitled to receive a
Matching Contribution (and Forfeitures, if applicable) for a
Plan Year.

11.200 CONTRIBUTING PARTICIPANT

11.201 REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT
A. Each Employee who satisfies the eligibility requirements
specified in the Adoption Agreement may enroll as a
Contributing Participant as of any subsequent Entry Date
(or earlier if required by Section 2.03) specified in the
Adoption Agreement for this purpose. A Participant who
wishes to enroll as a Contributing Participant must
complete, sign and file a salary reduction agreement (or
agreement to make Nondeductible Employee Contributions)
with the Plan Administrator.

B. Notwithstanding the times set forth in Section 11.201(A)
as of which a Participant may enroll as a Contributing
Participant, the Plan Administrator shall have the
authority to designate, in a nondiscriminatory manner,
additional enrollment times during the 12 month period
beginning on the Effective Date (or the date that Elective
Deferrals may commence, if later) in order that an orderly
first enrollment might be completed. In addition, if the
Employer has indicated in the Adoption Agreement that
Elective Deferrals may be based on bonuses, then
Participants shall be afforded a reasonable period of time
prior to the issuance of such bonuses to elect to defer
them into the Plan.

11.202 CHANGING ELECTIVE DEFERRAL AMOUNTS
A Contributing Participant may modify his or her salary
reduction agreement (or agreement to make Nondeductible
Employee Contributions) to increase or decrease (within the
limits placed on Elective Deferrals (or Nondeductible Employee
Contributions) in the Adoption Agreement) the amount of his or
her Compensation deferred into the Plan. Such modification may
only be made as of the dates specified in the Adoption
Agreement for this purpose, or as of any other more frequent
date(s) if the Plan Administrator permits in a uniform and
nondiscriminatory manner. A Contributing Participant who
desires to make such a modification shall complete, sign and
file a new salary reduction agreement (or agreement to make
Nondeductible Employee Contribution) with the Plan
Administrator. The Plan Administrator may prescribe such
uniform and nondiscriminatory rules it deems appropriate to
carry out the terms of this Section.

11.203 CEASING ELECTIVE DEFERRALS
A Participant may cease Elective Deferrals (or Nondeductible
Employee Contributions) and thus withdraw as a Contributing
Participant as of the dates specified in the Adoption Agreement
for this purpose (or as of any other date if the Plan
Administrator so permits in a uniform and nondiscriminatory
manner) by revoking the authorization to the Employer to make
Elective Deferrals (or Nondeductible Employee Contributions) on
his or her behalf. A Participant who desires to withdraw as a
Contributing Participant shall give written notice of
withdrawal to the Plan Administrator at least thirty days (or
such lesser period of days as the Plan Administrator shall
permit in a uniform and nondiscriminatory manner) before the
effective date of withdrawal. A Participant shall cease to be
a Contributing Participant upon his or her Termination of
Employment, or an account of termination of the Plan.

11.204 RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE
DEFERRALS
A Participant who has withdrawn as a Contributing Participant
under Section 11.203 (or because the Participant has taken a
hardship withdrawal pursuant to Section 11.503) may not again
become a Contributing Participant until the dates set forth in
the Adoption Agreement for this purpose, unless the Plan
Administrator, in a uniform and nondiscriminatory manner,
permits withdrawing Participants to resume their status as
Contributing Participants sooner.

11.205 CERTAIN ONE-TIME IRREVOCABLE ELECTIONS
This Section 11.205 applies where the Employer has indicated in
the Adoption Agreement that an Employee may make a one-time
irrevocable election to have the Employer make contributions to
the Plan on such Employee's behalf. In such event, an Employee
may elect, upon the Employee's first becoming eligible to
participate in the Plan, to have contributions equal to a
specified amount or percentage of the Employee's Compensation
(including no amount of Compensation) made by the Employer on
the Employee's behalf to the Plan (and to any other plan of the
Employer) for the duration of the Employee's employment with
the Employer. Any contributions made pursuant to a one-time
irrevocable election described in this Section are not treated
as made pursuant to a cash or deferred election, are not
Elective Deferrals and are not includible in an Employee's
gross income.

The Plan Administrator shall establish such uniform and
nondiscriminatory procedures as it deems necessary or advisable
to administer this provision.

11.300 CONTRIBUTIONS

11.301 CONTRIBUTIONS BY EMPLOYER
The Employer shall make contributions to the Plan in accordance
with the contribution formulas specified in the Adoption
Agreement.

11.302 MATCHING CONTRIBUTIONS
The Employer may elect to make Matching Contributions under the
Plan on behalf of Qualifying Contributing Participants as
provided in the Adoption Agreement. To be a Qualifying
Contributing Participant for a Plan Year, the Participant must
make Elective Deferrals (or Nondeductible Employee
Contributions, if the Employer has agreed to match such
contributions) for the Plan Year, satisfy any age and Years of
Eligibility Service requirements that are specified for
Matching Contributions in the Adoption Agreement and also
satisfy any additional conditions set forth in the Adoption
Agreement for this purpose. In a uniform and nondiscriminatory
manner, the Employer may make Matching Contributions at the
same time as it contributes Elective Deferrals or at any other
time as permitted by laws and regulations.

11.303 QUALIFIED NONELECTIVE CONTRIBUTIONS
The Employer may elect to make Qualified Nonelective
Contributions under the Plan on behalf of Participants as
provided in the Adoption Agreement.

In addition, in lieu of distributing Excess Contributions as
provided in Section 11.505 of the Plan, or Excess Aggregate
Contributions as provided in Section 11.506 of the Plan, and to
the extent elected by the Employer in the Adoption Agreement,
the Employer may make Qualified Nonelective Contributions on
behalf of Participants who are not Highly Compensated Employees
that are sufficient to satisfy either the Actual Deferral
Percentage test or the Average Contribution Percentage test, or
both, pursuant to regulations under the Code.

11.304 QUALIFIED MATCHING CONTRIBUTIONS
The Employer may elect to make Qualified Matching Contributions
under the Plan on behalf of Participants as provided in the
Adoption Agreement.

11.305 NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS
Notwithstanding Section 3.02, if the Employer so allows in the
Adoption Agreement, a Participant may contribute Nondeductible
Employee Contributions to the Plan.

If the Employer has indicated in the Adoption Agreement that
Nondeductible Employee Contributions will be mandatory, then
the Employer shall establish uniform and nondiscriminatory
rules and procedures for Nondeductible Employee Contributions
as it deems necessary and advisable including, but not limited
to, rules describing in amounts or percentages of Compensation
Participants may or must contribute to the Plan.

A separate account will be maintained by the Plan Administrator
for the Nondeductible Employee Contributions for each
Participant.

A Participant may, upon a written request submitted to the Plan
Administrator, withdraw the lesser of the portion of his or her
Individual Account attributable to his or her Nondeductible
Employee Contributions or the amount he or she contributed as
Nondeductible Employee Contributions.

Nondeductible Employee Contributions and earnings thereon will
be nonforfeitable at all times. No Forfeiture will occur
solely as a result of an Employee's withdrawal of Nondeductible
Employee Contributions.

11.400 NONDISCRIMINATION TESTING

11.401 ACTUAL DEFERRAL PERCENTAGE TEST (ADP)
A. LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The Actual
Deferral Percentage (hereinafter "ADP") for Participants
who are Highly Compensated Employees for each Plan Year
and the ADP for Participants who are not Highly
Compensated Employees for the same Plan Year must satisfy
one of the following tests:

1. The ADP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ADP
for Participants who are not Highly Compensated
Employees for the same Plan Year multiplied by 1.25;
or

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

B. SPECIAL RULES

1. The ADP for any Participant who is a Highly
Compensated Employee for the Plan Year and who is
eligible to have Elective Deferrals (and Qualified
Nonelective Contributions or Qualified Matching
Contributions, or both, if treated as Elective
Deferrals for purposes of the ADP test) allocated to
his or her Individual Accounts under two or more
arrangements described in Section 401(k) of the Code,
that are maintained by the Employer, shall be
determined as if such Elective Deferrals (and, if
applicable, such Qualified Nonelective Contributions
or Qualified Matching Contributions, or both) were
made under a single arrangement. If a Highly
Compensated Employee participates in two or more cash
or deferred arrangements that have different Plan
Years, all cash or deferred arrangements ending with
or within the same calendar year shall be treated as
a single arrangement. Notwithstanding the foregoing,
certain plans shall be treated as separate if
mandatorily disaggregated under regulations under
Section 401(k) of the Code.

2. In the event that this Plan satisfies the
requirements of Sections 401(k), 401(a)(4), or 410(b)
of the Code only if aggregated with one or more other
plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if
aggregated with this Plan, then this Section 11.401
shall be applied by determining the ADP of Employees
as if all such plans were a single plan. For Plan
Years beginning after December 31, 1989, plans may be
aggregated in order to satisfy Section 401(k) of the
Code only if they have the same Plan Year.

3. For purposes of determining the ADP of a Participant
who is a 5% owner or one of the 10 most highly paid
Highly Compensated Employees, the Elective Deferrals
(and Qualified Nonelective Contributions or Qualified
Matching Contributions, or both, if treated as
Elective Deferrals for purposes of the ADP test) and
Compensation of such Participant shall include the
Elective Deferrals (and, if applicable, Qualified
Nonelective Contributions and Qualified Matching
Contributions, or both) and Compensation for the Plan
Year of family members (as defined in Section
414(q)(6) of the Code). Family members, with respect
to such Highly Compensated Employees, shall be
disregarded as separate Employees in determining the
ADP both for Participants who are not Highly
Compensated Employees and for Participants who are
Highly Compensated Employees.

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

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

6. The determination and treatment of the ADP amounts of
any Participant shall satisfy such other requirements
as may be prescribed by the Secretary of the
Treasury.

7. If the Employer elects to take Qualified Matching
Contributions into account as Elective Deferrals for
purposes of the ADP test, then (subject to such other
requirements as may be prescribed by the Secretary of
the Treasury) unless otherwise indicated in the
Adoption Agreement, only the amount of such Qualified
Matching Contributions that are needed to meet the
ADP test shall be taken into account.

8. In the event that the Plan Administrator determines
that it is not likely that the ADP test will be
satisfied for a particular Plan Year unless certain
steps are taken prior to the end of such Plan Year,
the Plan Administrator may require Contributing
Participants who are Highly Compensated Employees to
reduce their Elective Deferrals for such Plan Year in
order to satisfy that requirement. Said reduction
shall also be required by the Plan Administrator in
the event that the Plan Administrator anticipates
that the Employer will not be able to deduct all
Employer Contributions from its income for Federal
income tax purposes.

11.402 LIMITS ON NONDEDUCTIBLE EMPLOYEE CONTRIBUTIONS AND MATCHING
CONTRIBUTIONS
A. LIMITS ON HIGHLY COMPENSATED EMPLOYEES - The Average
Contribution Percentage (hereinafter "ACP") for
Participants who are Highly Compensated Employees for each
Plan Year and the ACP for Participants who are not Highly
Compensated Employees for the same Plan Year must satisfy
one of the following tests:

1. The ACP for Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ACP
for Participants who are not Highly Compensated
Employees for the same Plan Year multiplied by 1.25;
or

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

B. SPECIAL RULES

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

2. For purposes of this Section 11.402, the Contribution
Percentage for any Participant who is a Highly
Compensated Employee and who is eligible to have
Contribution Percentage Amounts allocated to his or
her Individual Account under two or more plans
described in Section 401(a) of the Code, or
arrangements described in Section 401(k) of the Code
that are maintained by the Employer, shall be
determined as if the total of such Contribution
Percentage Amounts was made under each plan. If a
Highly Compensated Employee participates in two or
more cash or deferred arrangements that have
different plan years, all cash or deferred
arrangements ending with or within the same calendar
year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated
under regulations under Section 401(m) of the Code.

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

4. For purposes of determining the Contribution
Percentage of a Participant who is a 5% owner or one
of the 10 most highly paid Highly Compensated
Employees, the Contribution Percentage Amounts and
Compensation of such Participant shall include the
Contribution Percentage Amounts and Compensation for
the Plan Year of family members, (as defined in
Section 414(q)(6) of the Code). Family members, with
respect to Highly Compensated Employees, shall be
disregarded as separate Employees in determining the
Contribution Percentage both for Participants who are
not Highly Compensated Employees and for Participants
who are Highly Compensated Employees.

5. For purposes of determining the Contribution
Percentage test, Nondeductible Employee Contributions
are considered to have been made in the Plan Year in
which contributed to the Fund. Matching
Contributions and Qualified Nonelective Contributions
will be considered made for a Plan Year if

made no later than the end of the 12 month period
beginning on the day after the close of the Plan Year.

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

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

8. If the Employer elects to take Qualified Nonelective
Contributions into account as Contribution Percentage
Amounts for purposes of the ACP test, then (subject
to such other requirements as may be prescribed by
the Secretary of the Treasury) unless otherwise
indicated in the Adoption Agreement, only the amount
of such Qualified Nonelective Contributions that are
needed to meet the ACP test shall be taken into
account.

9. If the Employer elects to take Elective Deferrals
into account as Contribution Percentage Amounts for
purposes of the ACP test, then (subject to such other
requirements as may be prescribed by the Secretary of
the Treasury) unless otherwise indicated in the
Adoption Agreement, only the amount of such Elective
Deferrals that are needed to meet the ACP test shall
be taken into account.

11.500 DISTRIBUTION PROVISIONS

11.501 GENERAL RULE
Distributions from the Plan are subject to the provisions of
Section 6 and the provisions of this Section 11. In the event
of a conflict between the provisions of Section 6 and Section
11, the provisions of Section 11 shall control.

11.502 DISTRIBUTION REQUIREMENTS
Elective Deferrals, Qualified Nonelective Contributions, and
Qualified Matching Contributions, and income allocable to each
are not distributable to a Participant or his or her
Beneficiary or Beneficiaries, in accordance with such
Participant's or Beneficiary or Beneficiaries' election,
earlier than upon separation from service, death or disability.

Such amounts may also be distributed upon:

A. Termination of the Plan without the establishment of
another defined contribution plan, other than an employee
stock ownership plan (as defined in Section 4975(e) or
Section 409 of the Code) or a simplified employee pension
plan as defined in Section 408(k).

B. The disposition by a corporation to an unrelated
corporation of substantially all of the assets (within the
meaning of Section 409(d)(2) of the Code used in a trade
or business of such corporation if such corporation
continues to maintain this Plan after the disposition, but
only with respect to Employees who continue employment
with the corporation acquiring such assets.

C. The disposition by a corporation to an unrelated entity of
such corporation's interest in a subsidiary (within the
meaning of Section 409(d)(3) of the Code) if such
corporation continues to maintain this Plan, but only with
respect to Employees who continue employment with such
subsidiary.

D. The attainment of age 59 1/2 in the case of a profit
sharing plan.

E. If the Employer has so elected in the Adoption Agreement,
the hardship of the Participant as described in Section
11.503.

All distributions that may be made pursuant to one or more
of the foregoing distributable events are subject to the
spousal and Participant consent requirements (if
applicable) contained in Section 401(a)(11) and 417 of the
Code. In addition, distributions after March 31, 1988,
that are triggered by any of the first three events
enumerated above must be made in a lump sum.

11.503 HARDSHIP DISTRIBUTION
A. GENERAL - If the Employer has so elected in the Adoption
Agreement, distribution of Elective Deferrals (and any
earnings credited to a Participant's account as of the end
of the last Plan Year, ending before July 1, 1989) may be
made to a Participant in the event of hardship. For the
purposes of this Section, hardship is defined as an
immediate and heavy financial need of the Employee where
such Employee lacks other available resources. Hardship
distributions are subject to the spousal consent
requirements contained in Sections 401(a)(11) and 417 of
the Code.

B. SPECIAL RULES

1. The following are the only financial needs considered
immediate and heavy: expenses incurred or necessary
for medical care, described in Section 213(d) of the
Code, of the Employee, the Employee's spouse or
dependents; the purchase (excluding mortgage
payments) of a principal residence for the Employee;
payment of tuition and related educational fees for
the next 12 months of post-secondary education for
the Employee, the Employee's spouse, children or
dependents; or the need to prevent the eviction of
the Employee from, or a foreclosure on the mortgage
of, the Employee's principal residence.

2. A distribution will be considered as necessary to
satisfy an immediate and heavy financial need of the
Employee only if:

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

b. All plans maintained by the Employer provide that
the Employee's Elective Deferrals (and
Nondeductible Employee Contributions) will be
suspended for 12 months after the receipt of the
hardship distribution;

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

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

11.504 DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS
A. GENERAL RULE - A Participant may assign to this Plan any
Excess Elective Deferrals made during a taxable year of
the Participant by notifying the Plan Administrator on or
before the date specified in the Adoption Agreement of the
amount of the Excess Elective Deferrals to be assigned to
the Plan. A Participant is deemed to notify the Plan
Administrator of any Excess Elective Deferrals that arise
by taking into account only those Elective Deferrals made
to this Plan and any other plans of the Employer.

Notwithstanding any other provision of the Plan, Excess
Elective Deferrals, plus any income and minus any loss
allocable thereto, shall be distributed no later than
April 15 to any Participant to whose Individual Account
Excess Elective Deferrals were assigned for the preceding
year and who claims Excess Elective Deferrals for such
taxable year.

B. DETERMINATION OF INCOME OR LOSS - Excess Elective
Deferrals shall be adjusted for any income or loss up to
the date of distribution. The income of loss allocable to
Excess Elective Deferrals is the sum of : (1) income or
loss allocable to the Participant's Elective Deferral
account for the taxable year multiplied by a fraction, the
numerator of which is such Participant's Elective
Deferrals for the year and the denominator is the
Participant's Individual Account balance attributable to
Elective Deferrals without regard to any income or loss
occurring during such taxable year; and (2) 10% of the
amount determined under (1) multiplied by the number of
whole calendar months between the end of the Participant's
taxable year and the date of distribution, counting the
month of distribution if distribution occurs after the
15th of such month. Notwithstanding the preceding
sentence, the Plan Administrator may compute the income or
loss allocable to Excess Elective Deferrals in the manner
described in Section 4 (i.e., the usual manner used by the
Plan for allocating income or loss to Participants'
Individual Accounts), provided such method is used
consistently for all Participants and for all corrective
distributions under the Plan for the Plan Year.

11.505 DISTRIBUTION OF EXCESS CONTRIBUTIONS
A. GENERAL RULE - Notwithstanding any other provision of this
Plan, Excess Contributions, plus any income and minus any
loss allocable thereto, shall be distributed no later than
the last day of each Plan Year to Participants to whose
Individual Accounts such Excess Contributions were
allocated for the preceding Plan Year. If such excess
amounts are distributed more than 2 1/2 months after the
last day of the Plan Year in which such excess amounts
arose, a 10% excise tax will be imposed on the Employer
maintaining the Plan with respect to such amounts. Such
distributions shall be made to Highly Compensated
Employees on the basis of the respective portions of the
Excess Contributions attributable to each of such
Employees. Excess Contributions of Participants who are
subject to the family member aggregation rules shall be
allocated among the family members in proportion to the
Elective Deferrals (and amounts treated as Elective
Deferrals) of each family member that is combined to
determine the combined ADP.

Excess Contributions (including the amounts
recharacterized) shall be treated as annual additions
under the Plan.

B. DETERMINATION OF INCOME OR LOSS - Excess Contributions
shall be adjusted for any income or loss up to the date
of distribution. The income or loss allocable to Excess
Contributions is the sum of: (1) income or loss allocable
to Participant's Elective Deferral account (and, if
applicable, the Qualified Nonelective Contribution account
or the Qualified Matching Contributions account or both)
for the Plan Year multiplied by a fraction, the numerator
of which is such Participant's Excess Contributions for
the year and the denominator is the Participant's
Individual Account balance attributable to Elective
Deferrals (and Qualified Nonelective Contributions or
Qualified Matching Contributions, or both, if any of such
contributions are included in the ADP test) without regard
to any income or loss occurring during such Plan Year; and
(2) 10% of the amount determined under (1) multiplied by
the number of whole calendar months between the end of the
Plan Year and the date of distribution, counting the month
of distribution if distribution occurs after the 15th of
such month. Notwithstanding the preceding sentence, the
Plan Administrator may compute the income or loss
allocable to Excess Contributions in the manner described
in Section 4 (i.e., the usual manner used by the Plan for
allocating income or loss to Participants' Individual
Accounts), provided such method is used consistently for
all Participants and for all corrective distributions
under the Plan for the Plan Year.

C. ACCOUNTING FOR EXCESS CONTRIBUTIONS - Excess Contributions
shall be distributed from the Participant's Elective
Deferral account and Qualified Matching Contribution
account (if applicable) in proportion to the Participant's
Elective Deferrals and Qualified Matching Contributions
(to the extent used in the ADP test) for the Plan Year.
Excess Contributions shall be distributed from the
Participant's Qualified Nonelective Contribution account
only to the extent that such Excess Contributions exceed
the balance in the Participant's Elective Deferral account
and Qualified Matching Contribution account.

11.506 DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS
A. GENERAL RULE - Notwithstanding any other provision of this
Plan, Excess Aggregate Contributions, plus any income and
minus any loss allocable thereto, shall be forfeited, if
forfeitable, or if not forfeitable, distributed no later
than the last day of each Plan Year to Participants to
whose accounts such Excess Aggregate Contributions were
allocated for the preceding Plan Year. Excess Aggregate
Contributions of Participants who are subject to the
family member aggregation rules shall be allocated among
the family members in proportion to the Employee and
Matching Contributions (or amounts treated as Matching
Contributions) of each family member that is combined to
determine the combined ACP. If such Excess Aggregate
Contributions are distributed more than 2 1/2 months after
the last day of the Plan Year in which such excess amounts
arose, a 10% excise tax will be imposed on the Employer
maintaining the Plan with respect to those amounts.

Excess Aggregate Contributions shall be treated as annual
additions under the Plan.

B. DETERMINATION OF INCOME OR LOSS - Excess Aggregate
Contributions shall be adjusted for any income or loss up
to the date of distribution. The income or loss allocable
to Excess Aggregate Contributions is the sum of: (1)
income or loss allocable to the Participant's
Nondeductible Employee Contribution account, Matching
Contribution account (if any, and if all amounts therein
are not used in the ADP test) and, if applicable,
Qualified Nonelective Contribution account and Elective
Deferral account for the Plan Year multiplied by a
fraction, the numerator of which is such Participant's
Excess Aggregate Contributions for the year and the
denominator is the Participant's Individual Account
balance(s) attributable to Contribution Percentage Amounts
without regard to any income or loss occurring during such
Plan Year; and (2) 10% of the amount determined under (1)
multiplied by the number of whole calendar months between
the end of the Plan Year and the date of distribution,
counting the month of distribution if distribution occurs
after the 15th of such month. Notwithstanding the
preceding sentence, the Plan Administrator may compute the
income or loss allocable to Excess Aggregate Contributions
in the manner described in Section 4 (i.e., the usual
manner used by the Plan for allocating income or loss to
Participants' Individual Accounts), provided such method
is used consistently for all Participants and for all
corrective distributions under the Plan for the Plan Year.

C. FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS -
Forfeitures of Excess Aggregate Contributions may either
be reallocated to the accounts of Contributing
Participants who are not Highly Compensated Employees or
applied to reduce Employer Contributions, as elected by
the Employer in the Adoption Agreement.

D. ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS - Excess
Aggregate Contributions shall be forfeited, if forfeitable
or distributed on a pro rata basis from the Participant's
Nondeductible Employee Contribution account, Matching
Contribution account, and Qualified Matching Contribution
account (and, if applicable, the Participant's Qualified
Nonelective Contribution account or Elective Deferral
account, or both).

11.507 RECHARACTERIZATION
A Participant may treat his or her Excess Contributions as an
amount distributed to the Participant and then contributed by
the Participant to the Plan. Recharacterized amounts will
remain nonforfeitable and subject to the same distribution
requirements as Elective Deferrals. Amounts may not be
recharacterized by a Highly Compensated Employee to the extent
that such amount in combination with other Nondeductible
Employee Contributions made by that Employee would exceed any
stated limit under the Plan on Nondeductible Employee
Contributions.

Recharacterization must occur no later than two and one-half
months after the last day of the Plan Year in which such Excess
Contributions arose and is deemed to occur no earlier than the
date the last Highly Compensated Employee is informed in
writing of the amount recharacterized and the consequences
thereof. Recharacterized amounts will be taxable to the
Participant for the Participant's tax year in which the
Participant would have received them in cash.

11.508 DISTRIBUTION OF ELECTIVE DEFERRALS IF EXCESS ANNUAL ADDITIONS
Notwithstanding any other provision of the Plan, a
Participant's Elective Deferrals shall be distributed to him or
her to the extent that the distribution will reduce an excess
annual addition (as that term is described in Section 3.05 of
the Plan).

11.600 VESTING

11.601 100% VESTING ON CERTAIN CONTRIBUTIONS

The Participant's accrued benefit derived from Elective
Deferrals, Qualified Nonelective Contributions, Nondeductible
Employee Contributions, and Qualified Matching Contributions is
nonforfeitable. Separate accounts for Elective Deferrals,
Qualified Nonelective Contributions, Nondeductible Employee
Contributions, Matching Contributions, and Qualified Matching
Contributions will be maintained for each Participant. Each
account will be credited with the applicable contributions and
earnings thereon.

11.602 FORFEITURES AND VESTING OF MATCHING CONTRIBUTIONS
Matching Contributions shall be Vested in accordance with the
vesting schedule for Matching Contributions in the Adoption
Agreement. In any event, Matching Contributions shall be fully
Vested at Normal Retirement Age, upon the complete or partial
termination of the profit sharing plan, or upon the complete
discontinuance of Employer Contributions. Notwithstanding any
other provisions of the Plan, Matching Contributions or
Qualified Matching Contributions must be forfeited if the
contributions to which they relate are Excess Elective
Deferrals, Excess Contributions, Excess Aggregate Contributions
or excess annual additions which are distributed pursuant to
Section 11.508. Such Forfeitures shall be allocated in
accordance with Section 3.01(C).

When a Participant incurs a Termination of Employment, whether
a Forfeiture arises with respect to Matching Contributions
shall be determined in accordance with Section 6.01(D).

Document Metadata

Table of Contents

Trust Identification Number (IF APPLICABLE) Account ------------- Number (OPTIONAL) 777106 SECTION 2. EFFECTIVE DATES COMPLETE PARTS A AND B PART A. General Effective Dates (CHECK AND COMPLETE OPTION 1 OR 2): OPTION 1: [ ] This is the initial adoption...

Document Metadata