<SUBMISSION>
<ACCESSION-NUMBER>0000950153-01-500293
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010410
<EFFECTIVENESS-DATE>20010410
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>MESA AIR GROUP INC
<CIK>0000810332
<ASSIGNED-SIC>4512
<IRS-NUMBER>850302351
<STATE-OF-INCORPORATION>NV
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-58646
<FILM-NUMBER>1599785
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>410 NORTH 44TH STREET
<STREET2>SUITE 700
<CITY>PHOENIX
<STATE>AZ
<ZIP>85008
<PHONE>6026854000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>410 NORTH 44TH STREET
<STREET2>SUITE 700
<CITY>PHOENIX
<STATE>AZ
<ZIP>85008
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>MESA AIRLINES INC
<DATE-CHANGED>19950426
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>p64850s-8.txt
<DESCRIPTION>S-8
<TEXT>

<PAGE>   1

     As filed with the Securities and Exchange Commission on April 6, 2001

                                                    Registration No. 333-_______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              MESA AIR GROUP, INC.
             (Exact name of registrant as specified in its charter)

                NEVADA                                  85-0302351
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)

            410 NORTH 44TH STREET, SUITE 700, PHOENIX, ARIZONA 85008
               (Address of Principal Executive Offices) (Zip Code)


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

                           MESA AIR GROUP 401(K) PLAN
                            (Full title of the plan)

              BRIAN S. GILLMAN, VICE PRESIDENT AND GENERAL COUNSEL
                              MESA AIR GROUP, INC.
                        410 NORTH 44TH STREET, SUITE 700
                             PHOENIX, ARIZONA 85008
                     (Name and address of agent for service)


                                 (602) 685-4000
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
                                              PROPOSED MAXIMUM       PROPOSED
                                AMOUNT         OFFERING PRICE         MAXIMUM          AMOUNT OF
TITLE OF SECURITIES              TO BE              PER          AGGREGATE OFFERING   REGISTRATION
TO BE REGISTERED              REGISTERED (1)       SHARE(2)           PRICE(2)            FEE
<S>                             <C>               <C>               <C>                <C>
Common Stock, no par value      500,000           $7.9375           $3,968,750          $992.19
</TABLE>
================================================================================
     In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(1)  The provisions of Rule 416 shall apply to this Registration Statement and
     the number of shares registered on this Registration Statement
     automatically shall increase or decrease as a result of any future stock
     split, stock dividend or similar adjustment of Mesa Air's outstanding
     Common Stock.

(2)  Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
     purpose of calculating the amount of the registration fee, the proposed
     maximum offering price per unit and proposed maximum aggregate offering
     price is based on the average of the high and low prices per share of the
     Common Stock as reported on the Nasdaq National Market on March 27, 2001.
================================================================================
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            Mesa Air Group, Inc., a Nevada corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents: (i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000; (ii) the Registrant's Quarterly Report on Form 10-Q
for the quarter ended December 31, 2001; (iii) the Registrant's Proxy Statement
dated March 6, 2001; and (iv) the description of the Common Stock of the
Registrant which is contained in the Registrant's Registration Statement on Form
8-A pursuant to the Securities Exchange Act of 1934, including any amendments or
reports filed for the purpose of updating such description.

            In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities then have been
sold or which deregisters all securities offered hereby remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of the filing of such reports and documents,
except in no event shall any information included in any such document in
response to Item 402(i), (k) or (l) of Regulation S-K be deemed to constitute
part of this Registration Statement.

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

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            The validity of the shares of the Common Stock of the Registrant
registered pursuant to this Registration Statement will be passed upon by the
Company's Vice President and General Counsel, Brian S. Gillman

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Registrant's Articles of Incorporation and Bylaws require the
Registrant to indemnify its directors and officers to the fullest extent
provided by Nevada law.


                                      II-1
<PAGE>   3
            The Registrant currently maintains directors' and officers'
liability insurance under which the Registrant's directors and officers are
insured against loss (as defined in the policy) as a result of claims brought
against them for their wrongful acts in such capacities.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

            A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately precedes such
exhibits and is incorporated by reference herein.

ITEM 9.     UNDERTAKINGS.

            (a) The undersigned Registrant hereby undertakes:

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

                              (i) To include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;

                              (ii) To reflect in the prospectus any facts or
                events arising after the effective date of this Registration
                Statement (or the most recent post-effective amendment thereto)
                which, individually or in the aggregate, represent a fundamental
                change in the information set forth in the Registration
                Statement;

                              (iii) To include any material information with
                respect to the plan of distribution not previously disclosed in
                the Registration Statement or any material change to such
                information in the Registration Statement;

                        Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

                        (2) That, for the purpose of determining any liability
            under the Securities Act of 1933, each such post-effective amendment
            shall be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof.

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


                                      II-2
<PAGE>   4
            (b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

            (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   5
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phoenix, State of Arizona, on April 6, 2001.

                                MESA AIR GROUP, INC.




                                By:  /s/ Jonathan G. Ornstein
                                     -------------------------------------------
                                     Jonathan G. Ornstein
                                     Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Jonathan G. Ornstein and Jeff
Poeschl the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
<S>                            <C>                                        <C>
      Signature                           Title                               Date

/s/ Jonathan G. Ornstein
_________________________      Chairman and Chief Executive               April 6, 2001
Jonathan G. Ornstein           Officer(Principal Executive Officer)


/s/ Jeff Poeschl               Vice President (Principal                  April 6, 2001
_________________________      Accounting Officer)
Jeff Poeschl

/s/ Daniel J. Altobello
_________________________                 Director                        April 6, 2001
Daniel J. Altobello
</TABLE>


                                      II-4
<PAGE>   6
<TABLE>
<CAPTION>
<S>                            <C>                                        <C>
/s/ Herbert Denton
_________________________                 Director                        April 6, 2001
Herbert Denton

/s/ Ronald Fogleman
_________________________                 Director                        April 6, 2001
Ronald Fogleman

/s/ Peter Murnane
_________________________                 Director                        April 6, 2001
Peter Murnane

/s/ Maurice Parker
_________________________                 Director                        April 6, 2001
Maurice Parker

/s/ James Swigart
_________________________                 Director                        April 6, 2001
James Swigart
</TABLE>



                                      II-5
<PAGE>   7
                                  EXHIBIT INDEX


      PAGE
     NUMBER                                          DESCRIPTION

       4                                       Mesa Air Group, Inc. 401(K) Plan.

       5                                       Opinion of Brian S. Gillman with
                                               respect to the legality of the
                                               Common Stock of the Registrant
                                               registered hereby.

       23(a)                                   Consent of Deloitte Touche LLP.

       23(b)                                   Consent of KPMG LLP.

       23(c)                                   Consent of Registrant's Counsel
                                               (contained in the Opinion of
                                               Counsel filed as Exhibit 5).

       24                                      Power of Attorney (included on
                                               signature page hereto).



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>p64850ex4.txt
<DESCRIPTION>EX-4
<TEXT>

<PAGE>   1

                                                                       EXHIBIT 4


                            THE MESA AIR GROUP, INC.
                                   401(k) PLAN
                            SUMMARY PLAN DESCRIPTION
<PAGE>   2
                              MESA AIR GROUP, INC.

                         SUMMARY OF PLAN BENEFIT CHANGE

                             EFFECTIVE MARCH 1, 1996


The Definition of Inpatient has been revised to read as follows:

INPATIENT means a person who is a resident patient using and being charged for
the room and board facilities of the Hospital, or whose utilization of the
facility(ies) exceeds a period of 24 continuous hours.
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                           <C>
INTRODUCTION .............................................................................................     2

PLAN TYPE ................................................................................................     2
                   1.      What is a 401(k) and Profit Sharing Plan? .....................................     2

PLAN PARTICIPATION .......................................................................................     2
                   2.      Are all employees eligible to participate in the Plan? ........................     2
                   3.      What are the requirements for participation in the Plan? ......................     2
                   4.      When will I become a Participant in the Plan? .................................     3
                   5.      What happens if I leave my job and then I am re-employed by my
                           Employer? .....................................................................     3

PLAN CONTRIBUTIONS .......................................................................................     4
                   6.      Am I required to contribute to the Plan? ......................................     4
                   7.      May I voluntarily contribute to the Plan? .....................................     4
                   8.      How can I request that my Employer make Elective Deferrals to
                           the Plan on my behalf? ........................................................     4
                   9.      Can I change the amount of my Elective Deferrals to the Plan? .................     5
                  10.      Are there legal limits on my Elective Deferrals? ..............................     5
                  11.      Aside from Elective Deferrals, will my Employer make other types
                           of contributions to the Plan? .................................................     6
                  12.      What are Employer Matching Contributions? .....................................     6
                  13.      Are there legal limits on Matching Contributions? .............................     7
                  14.      What are Profit Sharing Contributions? ........................................     7
                  15.      Must I meet any special requirements in order to share in Profit
                           Sharing Contributions? ........................................................     7
                  16.      How will my share of a Profit Sharing Contribution be determined? .............     7
                  17.      What are Qualified Matching Contributions? ....................................     8
                  18.      What are Qualified Non-Elective Contributions? ................................     8
                  19.      Am I entitled to any minimum contribution? ....................................     8
                  20.      Who is responsible for accounting to me for my benefits in the Plan? ..........     8
                  21.      Will I receive all the funds in my Account when I leave employment? ...........     9
                  22.      Can I lose all or part of my Account? .........................................    10

DISTRIBUTION OF BENEFITS .................................................................................    11
                  23.      How do I become entitled to receive a distribution from the Plan? .............    11
                  24.      When will my benefit distribution occur? ......................................    11
                  25.      What if I want to postpone distribution of my benefits? .......................    12
</TABLE>


                                 i
<PAGE>   4
<TABLE>
<S>                                                                                                            <C>
                  26.      May I assign or pledge my interest in the Plan? ...............................     12
                  27.      Who is entitled to receive my Account if I die before it is
                           distributed? ..................................................................     12
                  28.      How will my benefits be distributed? ..........................................     13
                  29.      How will my benefits be taxed? ................................................     14

INVESTMENT OF PLAN ASSETS ................................................................................     14
                  30. How are contributions to the Plan invested? ........................................     14

WITHDRAWALS AND LOANS ....................................................................................     15
                  31.      Is any of my Account available to me while I am still working for
                           the Employer? .................................................................     15
                  32.      Are loans available to Participants under the Plan? ...........................     15

CLAIMS PROCEDURES ........................................................................................     16
                  33.      How may I file a claim for benefits? ..........................................     16


ADDITIONAL INFORMATION ...................................................................................     16
                  34.      May changes be made to the Plan? ..............................................     16
                  35.      Who has the authority to make decisions in connection with the
                           Plan? .........................................................................     17
                  36.      Are there limitations on my rights under the Plan? ............................     17
                  37.      Are my benefits guaranteed by the Pension Benefit Guaranty
                           Corporation (PBGC)? ...........................................................     17
                  38.      Do I have legal rights as a Participant in the Plan? ..........................     17
</TABLE>


                                       ii
<PAGE>   5
  NAME OF PLAN:                      The Mesa Air Group, Inc. 401(k) Plan (the
                                     "Plan")

  EMPLOYER:                          The Mesa Air Group, Inc.
                                     2325 East 30th Street
                                     Farmington, NM 87401
                                     505-326-4456

  PLAN ADMINISTRATOR:                Franklin Roberts
                                     The Mesa Air Group, Inc.
                                     2325 East 30th Street
                                     Farmington, NM 87401
                                     505-326-4456

  EMPLOYER'S FEDERAL
  TAX IDENTIFICATION
  NUMBER:                            85-0302351

  PLAN NUMBER:                       001

  PLAN YEAR BEGINS:                  October 1

  PLAN YEAR ENDS:                    September 30

  PLAN EFFECTIVE DATE:               September 1, 1996

  This Plan replaces the existing plan, originally effective October 1, 1986.

  TRUSTEE:                           Putnam Fiduciary Trust Company
                                     One Post Office Square
                                     Boston, MA 02109

  AGENT FOR SERVICE
  OF LEGAL PROCESS:                  The Mesa Air Group, Inc.
                                     2325 East 30th Street
                                     Farmington, NM 87401

  Service of legal process may also be made upon the Plan Administrator or the
Trustee.
<PAGE>   6
INTRODUCTION

This is a general summary of the The Mesa Air Group, Inc. 401(k) Plan, a
Putnam prototype retirement plan that has been adopted by your Employer. The
Plan is designed to allow you to save for your retirement on a tax-deferred
basis by making a salary reduction agreement with your Employer and to provide
you with the opportunity to share in your Employer's contributions to the Plan.

This summary highlights the most important provisions of the Plan, but it is not
the complete Plan. In case of any difference between this summary and the Plan,
the provisions of the Plan will control. A copy of the complete Plan is
available for inspection at your Employer's office.

PLAN TYPE

1.         WHAT IS A 401(k) AND PROFIT SHARING PLAN?

           A 401(k) Plan is a deferred compensation plan designed to allow you
           to save for your retirement on a tax-deferred basis by entering into
           a salary reduction agreement with your Employer.

           A Profit Sharing Plan is a deferred compensation plan designed to
           provide retirement income and other benefits. Your Employer may make
           contributions under a formula providing for contributions as defined
           in the Plan. Your Employer is not required to have current and
           accumulated profits in order to contribute.

           All contributions under the Plan will be held in a Trust Fund. A
           separate Account will be established to record your share of the
           amount held in the Trust Fund.

PLAN PARTICIPATION

2.         ARE ALL EMPLOYEES ELIGIBLE TO PARTICIPATE IN THE PLAN?

           All employees of the Employer are eligible to participate in the Plan
           except members of a bargaining unit, leased employees, nonresident
           aliens with no U.S. source income and employees of the following
           Affiliated Employers: WestAir Holding, Inc. and Regional Aircraft
           Services, Inc.

3.         WHAT ARE THE REQUIREMENTS FOR PARTICIPATION IN THE PLAN?

           You will begin to participate in the Plan after you have:


                                       2
<PAGE>   7
           a.         reached age 21; and

           b.         completed one 12-month Eligibility Period.

           An Eligibility Period is a period of 12 consecutive months, starting
           on your first day of work or any anniversary of that day in which you
           are credited with at least 1,000 Hours of Service. An Hour of Service
           is any hour for which you are paid or entitled to be paid by the
           Employer (for example, holidays and vacation days). You will be
           credited with an Hour of Service for each hour that you are paid.

           In any event you will automatically receive credit for an Eligibility
           Period if you complete at least 1,000 Hours of Service during any 12
           consecutive month period following your first day of work or any
           anniversary thereof.

           If you are an employee of an acquired business, the Eligibility
           Period for you will be the period described above beginning on the
           date you began work for the Employer.

4.         WHEN WILL I BECOME A PARTICIPANT IN THE PLAN?

           If you were a Participant in a Plan of the Employer on the day before
           the Effective Date, you automatically continue to participate in the
           Plan. Otherwise, you will begin to participate in the Plan on the
           first day of the month following the date you fulfill the
           requirements.

           If you are a member of an ineligible group of employees when you
           satisfy the eligibility requirements, you will become a Participant
           on the date when you change to an eligible group.

5.         WHAT HAPPENS IF I LEAVE MY JOB AND THEN I AM RE-EMPLOYED BY MY
           EMPLOYER?

           If you were not a Participant in the Plan before you left your job,
           you must satisfy the eligibility requirements described in Questions
           2 and 3 before you can participate in the Plan after your
           re-employment. If you were a Participant in the Plan before you left
           your job, and some portion of your Employer Contribution Account and
           Employer Matching Account had become vested (see Question 21), you
           will become a Participant again as soon as you become a member of an
           eligible group of employees of the Employer.

           If you were a Participant in the Plan before you left your job, but
           no portion of your Employer Contribution Account and Employer
           Matching Account had become vested (see Question 21), you will become
           a Participant again when you become a member of an eligible group of
           employees of the Employer only if your time away from the Employer
           did not extend for five consecutive One-Year Eligibility Breaks. A
           One-


                                       3
<PAGE>   8
           Year Eligibility Break is a period of 12 consecutive months, starting
           on your first day of work or any anniversary of that day, in which
           you are credited with not more than 500 Hours of Service. If you
           return to work with the Employer after you have five consecutive
           One-Year Eligibility Breaks, you will be considered a new employee.

PLAN CONTRIBUTIONS

6.         AM I REQUIRED TO CONTRIBUTE TO THE PLAN?

           You are not required to contribute to the Plan. You will be eligible
           to share in Profit Sharing Contributions made by the Employer whether
           or not you contribute. However, you will receive Employer Matching
           Contributions under the Plan only if you contribute.

7.         MAY I VOLUNTARILY CONTRIBUTE TO THE PLAN?

           You may save for your retirement on a tax-deferred basis by
           requesting that your Employer make Elective Deferrals to the Plan on
           your behalf through payroll deductions. The amount you choose to have
           contributed as an Elective Deferral reduces the amount of
           compensation on which you must pay federal income tax. However, in
           order to make Elective Deferrals under the Plan, you are required to
           make a minimum Elective' Deferral of 1% of your Earnings.

           You can only make Elective Deferrals to the Plan. You may not make
           voluntary aftertax contributions. Any after-tax contributions you
           made in prior Plan Years will remain in the Plan until they are
           distributed or withdrawn. Your voluntary after-tax contributions will
           be accounted for separately from employer contributions, and the
           earnings on these contributions will not be taxed until they are
           distributed or withdrawn.

           If you are in a group of employees eligible to participate in the
           Plan, you may contribute to the Plan as a "rollover" contribution
           certain amounts distributed to you from another employer's qualified
           retirement plan. You do not have to satisfy the Plan's age and
           service requirements before you make a rollover contribution. Amounts
           so contributed will be credited to a Rollover Account for your
           benefit.

8.         HOW CAN I REQUEST THAT MY EMPLOYER MAKE ELECTIVE DEFERRALS TO THE
           PLAN ON MY BEHALF?

           You can arrange to make Elective Deferrals to the Plan by entering
           into a salary reduction agreement with your Employer. The amount you
           designate in your salary reduction agreement will be contributed by
           your Employer to the Plan as an Elective Deferral on your behalf.


                                        4
<PAGE>   9
           You may enter into a salary reduction agreement effective as of the
           first business day of each month. You will be required to make a
           minimum Elective Deferral if you want to make Elective Deferrals
           under the Plan. The minimum Elective Deferral is 1% of your
           Earnings.

           In your salary reduction agreement, you can elect to reduce your pay
           by an amount up to 15% of your Earnings for the Plan Year. You may
           not elect to have Elective Deferrals taken out of cash bonuses you
           receive from your Employer.

           For purposes of determining the amount and allocation of Elective
           Deferrals and Employer Matching Contributions under the Plan, your
           Earnings include the first $150,000 (for 1996) of Form W-2 earnings
           as defined in section 2.8 of the Plan and any amounts you contribute
           to a 401(k) plan, Section 125 plan, Section 403(b) plan, SARSEP,
           Section 457 plan or Section 414(h)(2) plan. For these purposes,
           compensation does not include bonuses.

           Compensation is based on what you earn during the Plan Year. However,
           for your initial year of participation in the Plan, compensation is
           recognized from the date you enter the Plan.

           The $150,000 limit on compensation will be adjusted periodically to
           reflect changes in the cost of living. This limit is also applied to
           certain highly compensated employees and their family members as if
           they were a single Participant. If you or a member of your family is
           affected by this rule, ask the Plan Administrator for further
           details. For any short plan year, the $150,000 limit will be prorated
           based upon the number of full months in the short Plan Year.

9.         CAN I CHANGE THE AMOUNT OF MY ELECTIVE DEFERRALS TO THE PLAN?

           Once you enter into a salary reduction agreement with your Employer,
           you can change the amount of Elective Deferrals being made on your
           behalf by entering into a new salary reduction agreement effective as
           of any date listed in Question 8. You can stop Elective Deferrals
           altogether at any time by terminating your salary reduction agreement
           with your Employer, effective as soon as administratively feasible.

10.        ARE THERE LEGAL LIMITS ON MY ELECTIVE DEFERRALS?

           There are legal limits on the amount of Elective Deferrals that may
           be made to the Plan on your behalf. First, the total amount of
           Elective Deferrals that can be made during any calendar year, to this
           Plan and any other 401(k) plan in which you participate, is $9,500
           for 1996. (This figure is adjusted periodically for inflation.) If
           you exceed this limit in any calendar year, you can request that the
           excess amount be returned to you from this Plan. To do so, you must
           notify your Employer that you made excess


                                       5
<PAGE>   10
           Elective Deferrals during the calendar year, and specify the amount
           of excess Elective Deferrals to be distributed from this Plan. Your
           Employer must receive your notice no later than March 15 following
           the end of the calendar year in which you contributed the excess
           amount. The amount of your excess Elective Deferrals, adjusted for
           income or loss, will be returned to you by April 15.

           A second limitation applies only to certain highly-paid Participants.
           The maximum amount of Elective Deferrals that may be made on behalf
           of those Participants in any Plan Year depends on the amount of
           Elective Deferrals made for all other Plan Participants for the Plan
           Year. If the Elective Deferrals for any highly-paid Participant
           exceed this limit during any Plan Year, then the excess Elective
           Deferrals (adjusted for income or loss) will be returned to the
           highly-paid Participant by the last day of the following Plan Year.

           If you are or have ever been a Participant in another Qualified Plan
           maintained by your Employer, certain limitations may apply to
           allocations under this Plan. If these limitations apply to you, your
           Employer will contact you.

11.        ASIDE FROM ELECTIVE DEFERRALS, WILL MAY EMPLOYER MAKE OTHER TYPES OF
           CONTRIBUTIONS TO THE PLAN?

           Yes, your Employer may also make the following contributions to the
           Plan:

           a.       Employer Matching Contributions.

           b.       Profit Sharing Contributions.

           c.       Qualified Matching Contributions.

           d.       Qualified Non-Elective Contributions.

12.        WHAT ARE EMPLOYER MATCHING CONTRIBUTIONS?

           Your Employer may make Employer Matching Contributions to the Plan on
           behalf of all Qualified Participants. The amount of Employer Matching
           contributions for each eligible Participant will be a variable
           amount, selected by the Employer, of the Participant's Elective
           Deferrals for the Plan Year.

           To be a Qualified Participant eligible to receive Employer Matching
           Contributions for a Plan Year, an Employee must be credited with one
           Hour of Service in the Plan Year.

           Forfeitures of Employer Matching Contributions by Participants who
           leave employment will be reallocated as additional Employer Matching
           Contributions.


                                       6
<PAGE>   11
13.        ARE THERE LEGAL LIMITS ON MATCHING CONTRIBUTIONS?

           There are legal limits on the amount of Matching Contributions that
           can be made for certain highly-paid Participants, based on the
           Matching Contributions made for all other Participants. If the
           Matching Contributions for any highly-paid Participant exceed the
           limit during any Plan Year, the excess amount (adjusted for income or
           loss) shall be forfeited if forfeitable under the Plan, or if not
           forfeitable, distributed to the highly-paid Participant no later than
           the end of the following Plan Year.

14.        WHAT ARE PROFIT SHARING CONTRIBUTIONS?

           Your Employer may make Profit Sharing Contributions to the Plan.
           Profit Sharing Contributions are contributions made at the discretion
           of your Employer each Plan Year. The amount of Profit Sharing
           Contributions made by your Employer each Plan Year is determined by
           your Employer each year. Profit Sharing Contributions to the Plan are
           not limited to the current and accumulated profits of your business.

           Forfeitures of Profit Sharing Contributions by Participants who leave
           employment will be reallocated as additional Profit Sharing
           Contributions.

15.        MUST I MEET ANY SPECIAL REQUIREMENTS IN ORDER TO SHARE IN PROFIT
           SHARING CONTRIBUTIONS?

           Each Plan Year in which your Employer makes a Profit Sharing
           Contribution to the Plan, you will be entitled to a share of the
           Profit Sharing Contribution only if you are a Qualified Participant
           for this purpose.

           To be a Qualified Participant you must be credited with 1,000 Hours
           of Service in the Plan Year and be an employee on the last day of the
           Plan Year or retire, die or become disabled during the Plan Year.

16.        HOW WILL MY SHARE OF A PROFIT SHARING CONTRIBUTION BE DETERMINED?

           The share of the Profit Sharing Contribution allocated to your
           Account will be a pro-rata amount, based on your compensation for the
           Plan Year. The amount will be the ratio of your earnings to the total
           earnings of all Qualified Participants for the Plan Year.

           For purposes of determining the amount and allocation of Profit
           Sharing Contributions under the Plan, your earnings include the first
           $150,000 (for 1996) of Form W-2 earnings as defined in section 2.8 of
           the Plan and any amounts you contribute to a 401(k) plan, Section 125
           plan, Section 403(b) plan, SARSEP, Section 457 plan or Section
           414(h)(2) plan. For these purposes, compensation will exclude
           bonuses.


                                        7
<PAGE>   12
           Compensation is based on what you earn during the Plan year. However,
           for your initial year of participation in the Plan, compensation is
           recognized from the date you enter the Plan.

17.        WHAT ARE QUALIFIED MATCHING CONTRIBUTIONS?

           Your Employer may make Qualified Matching Contributions to the Plan
           on behalf of all Qualified Participants who are non-highly paid
           Participants and who have made Elective Deferrals to the Plan.

           The amount of Qualified Matching Contributions, if any, for each
           eligible Qualified Participant for each Plan Year will be a variable
           amount, selected by the Employer.

18.        WHAT ARE QUALIFIED NON-ELECTIVE CONTRIBUTIONS?

           Your Employer may make Qualified Non-Elective Contributions to the
           Plan on behalf of all Qualified Participants who are non-highly
           compensated employees.

           The amount of Qualified Non-Elective Contributions made by your
           Employer each Plan Year is an amount determined by your Employer each
           year, to be shared in proportion to the earnings by Participants on
           whose behalf the Qualified Non-Elective Contributions are made.

19.        AM I ENTITLED TO ANY MINIMUM CONTRIBUTION?

           For any year when the Plan is a "top heavy" plan, certain
           Participants (called non-Key Employees) who are employed on the last
           day of the year must receive a minimum contribution. The minimum
           contribution for these Participants is three percent of their
           earnings (or the highest percentage of earnings that is allocated to
           any Key Employee, if that is less than three percent). A plan is
           "top-heavy" if more than 60% of the assets in its Trust Fund are
           held in the Accounts of certain owners or officers of the Employer.
           In the event the Plan becomes "top-heavy", your Account(s) will vest
           according to an accelerated vesting schedule.

20.        WHO IS RESPONSIBLE FOR ACCOUNTING TO ME FOR MY BENEFITS IN THE PLAN?

           The Plan Administrator is required to account for each Participant's
           interest in the Plan. When you become a Participant, a separate
           Account will be set up for you on the records of the Plan, showing
           the different types of contributions to the Plan allocated to your
           Account, such as:


                                       8
<PAGE>   13
           a.       Elective Deferrals;
           b.       Employer Matching Contributions;
           c.       Profit Sharing Contributions;
           d.       Qualified Matching Contributions;
           e.       Qualified Non-Elective Contributions; and
           f.       Rollover Contributions.

           Your Employer will provide you with a periodic statement of your
           Account in the Plan.

21.        WILL I RECEIVE ALL THE FUNDS IN MY ACCOUNT WHEN I LEAVE EMPLOYMENT?

           You will receive the funds in your Elective Deferral Account and
           Rollover Account when you reach Normal Retirement Age (which is age
           65), or when you die or become disabled, or when your employment
           terminates for any other reason. You are always 100% vested in your
           Elective Deferral and Rollover Accounts.

           You will receive only that portion of your Employer Contribution
           Account and Employer Matching Account that has become vested under
           the vesting schedule below. You will have a 100% vested interest in
           your Accounts when you reach Normal Retirement Age (age 65), or when
           you die or become disabled. If you leave your job with the Employer
           before one of these events occurs, you will be vested in your
           Employer Contribution Account and Employer Matching Account in
           accordance with the following schedule:

           Employer Matching Account and Employer Contribution Account
           -----------------------------------------------------------

<TABLE>
<S>                                  <C>       <C>     <C>      <C>       <C>
           Vested Percentage         20%       40%     60%      80%       100%
           Years of Service            3        4       5        6          7
</TABLE>

           Each Plan Year in which you complete at least 1,000 Hours of Service
           is a Year of Service. Years of Service include all of an employee's
           service except (a) service before the Plan Year in which an employee
           reached age 18, and (b) service for a business acquired by the
           Employer before the date of acquisition.

           An Hour of Service is any hour for which you are paid or entitled to
           be paid by the Employer (for example, holidays and vacation days).
           You will be credited with an Hour of Service for each hour that you
           are paid.

           If you were a Participant in the Plan during a prior period of
           employment and you became vested then in any portion of your Employer
           Contribution Account and Employer Matching Account, all your prior
           Years of Service will continue to count in determining the vested
           portion of your Account after you complete one Year of Service
           following your return to work with the Employer.


                                        9
<PAGE>   14
           If you were a Participant in the Plan during a prior period of
           employment and you were not vested then in any portion of your
           Employer Matching Account and Employer Contribution Account, your
           prior Years of Service will continue to count in determining the
           vested portion of your Account only if you complete a Year of Service
           after you return to eligible employment, and if you have no more than
           four consecutive One-Year Breaks in Service. A One-Year Break in
           Service is a Plan Year in which you are not credited with more than
           500 Hours of Service.

22.        CAN I LOSE ALL OR PART OF MY ACCOUNT?

           Upon termination of employment, you can lose only the portion of your
           Account that is not vested. Any part of your Employer Matching
           Account and Employer Contribution Account in which you are not vested
           will be forfeited, and lost to you as a benefit, at the end of the
           Plan Year in which you incur five consecutive One-Year Breaks in
           Service, unless you take a distribution of your vested balance before
           the five-year break, in which case the nonvested portion is
           considered forfeited in the year of distribution. If you return to
           work with the Employer before you have five consecutive One-Year
           Breaks in Service, you will not forfeit any portion of your Account.
           (Exception: if the vested portion of your Account was distributed to
           you upon your termination of employment, you must repay the
           distributed amount back to the Plan in order to reclaim the
           non-vested portion when you return to employment.)

           Forfeited amounts will be reallocated among the Accounts of Qualified
           Participants as additional contributions by the Employer.

           You can lose only the portion of your Account that is not vested. You
           will always be 100% vested in any amounts in the following Accounts:

           a.       Elective Deferral Account;
           b.       Rollover Account;
           c.       Qualified Matching Contribution Account; and
           d.       Qualified Non-Elective Contribution Account

           In addition, if you made after-tax contributions to a plan your
           Employer formerly maintained, those contributions and their earnings
           will be 100% vested at all times and will be held in a separate
           Account under this Plan.


                                       10
<PAGE>   15
DISTRIBUTION OF BENEFITS

23.        HOW DO I BECOME ENTITLED TO RECEIVE A DISTRIBUTION FROM THE PLAN?

           You (or your beneficiary) will be entitled to receive a distribution
           of your vested Account in the Plan upon termination of your
           employment; your retirement, death or disability; termination of the
           Plan, without the establishment of a successor plan; the Employer's
           sale to an unrelated corporation of the business in which you are
           employed; or upon your request after you reach age 59 1/2.

24.        WHEN WILL MY BENEFIT DISTRIBUTION OCCUR?

           Unless you choose to postpone distribution of your benefits as
           described in Question 25, distribution of your benefits will be made
           according to the following rules:

           a.         A distribution made because of your retirement after
                      Normal Retirement Age (age 65), or your death or
                      disability, will begin not later than 60 days after the
                      end of the Plan Year in which you leave employment.

           b.         If you continue to be employed after you reach Normal
                      Retirement Age, you will continue to be eligible to make
                      Elective Deferrals. Distribution of your Account will be
                      deferred until you actually retire, or if earlier, until
                      the minimum distribution requirements of Question 25 apply
                      to you.

           c.         If you continue to be employed after you reach Normal
                      Retirement Age, you will continue to be eligible to share
                      in the allocation of Employer Contributions. Distribution
                      of your Account will be deferred until you actually
                      retire, or if earlier, until the minimum distribution
                      requirements of Question 25 apply to you.

           d.         You will be eligible for a distribution on account of
                      disability if you have terminated employment with the
                      Employer and you are unable to engage in substantial
                      gainful activity on account of a mental or physical
                      impairment that can be expected to last for at least 12
                      months, or result in your death.

           If your termination of employment occurs for any other reason,
           distributions will begin within 60 days after your request for
           payment and your consent to such distribution, unless you elect to
           postpone distribution as explained in Question 25.


                                       11
<PAGE>   16
25.        WHAT IF I WANT TO POSTPONE DISTRIBUTION OF MY BENEFITS?

           If the value of the vested portion of your Account is more than
           $3,500, you may elect to postpone distribution of your benefits to
           (a) age 62 or (b) Normal Retirement Age under the Plan, whichever is
           later.

           If you continue to work after reaching Normal Retirement Age, you
           must begin taking minimum distributions from your Account no later
           than the April 1 following the close of the calendar year in which
           you reach age 70 1/2. (Exception: if you are not a five percent owner
           of the Employer and you reached age 70 1/2 before January 1, 1988,
           distribution may be postponed until no later than April 1 following
           the close of the taxable year in which you retire.)

           The Plan will automatically distribute in a lump sum any vested
           account balance that does not exceed $3,500, within 60 days after the
           end of the Plan Year in which you separate from employment.

26.        MAY I ASSIGN OR PLEDGE MY INTEREST IN THE PLAN?

           No. However, your interest in the Plan may be subject to claims under
           a "qualified domestic relations order" issued by a court, granting to
           your spouse, former spouse, children or other dependents a right to
           receive all or part of your Account as support, alimony, or property
           settlement.

27.        WHO IS ENTITLED TO RECEIVE MY ACCOUNT IF I DIE BEFORE IT IS
           DISTRIBUTED?

           If you are married at the time of your death, your Account will be
           distributed to your surviving spouse unless your spouse has
           previously consented in writing, before a Plan representative or
           notary public, to payment of the death benefit to another beneficiary
           you have named. If you are unmarried at the time of your death, the
           death benefit will be distributed to your named beneficiary.

           You may name a beneficiary only by completing a form provided to you
           for this purpose by the Employer, and returning the completed form to
           the Employer. If you wish to change the beneficiary you have named,
           you must complete a second form and return it to the Employer. The
           latest form you have completed and returned to the Employer before
           your death will control.

           If you do not have a spouse or a named beneficiary living at the time
           of your death, your death benefit will be distributed to the personal
           representative (executor or administrator) of your estate.


                                       12
<PAGE>   17
28.        HOW WILL MY BENEFITS BE DISTRIBUTED?

           You may elect any of the following forms of payment:

           a.         a single cash payment. If your Account is invested in
                      Employer Stock, a lump sum payment may be made in cash or
                      in Employer Stock or in a combination of both; or

           b.         a series of cash payments or Employer stock, in
                      substantially equal installments; or

           c.         any other optional form of distribution available under
                      the Plan of the Employer in effect prior to the Effective
                      Date.

           EXCEPTION: if the value of the vested portion of your Account is not
           more than $3,500, your benefits will be distributed in a single
           payment in cash.

           If you choose a form other than a single payment, the period over
           which payments are made cannot be longer than one of the following:

                      i.         your lifetime, or

                      ii.        the lifetime of you and your designated
                                 beneficiary, or

                      iii.       a number of years no longer than your life
                                 expectancy, or the joint life expectancy of you
                                 or your designated beneficiary.

           If you die after payments begin but before they are finished,
           payments will continue to your beneficiary at least as rapidly as
           under the method of distribution you selected.

           Spousal Benefit Rules

           The Spousal Benefit Rules apply only to a married Participant who
           transferred to the Plan assets from a plan to which the Spousal
           Benefit Rules apply.

           The Spousal Benefit rules provide that:

           (a)        If you are married when distributions begin, your
                      Account will be distributed in the form of a joint and
                      survivor annuity for you and your spouse, unless you elect
                      otherwise and your spouse consents to your election in
                      writing before a Plan representative or a notary public.
                      The joint and survivor annuity contract will provide
                      monthly payments to you during your lifetime, and if you
                      die before your spouse, monthly payments equal to 50% of
                      the payments made


                                       13
<PAGE>   18
                      during your life will continue to your surviving spouse
                      until his or her death. The amount of the annuity payments
                      will depend on the value of the annuity that can be
                      purchased with your Account at the time distribution
                      begins.

           (b)        If you are unmarried, your Account will be distributed in
                      the form of a life annuity unless you elect otherwise in
                      writing. The life annuity will provide for monthly
                      payments to you during your lifetime and all payments will
                      end at your death. The amount of the annuity payments will
                      depend upon the value of the annuity that can be purchased
                      with your Account at the time distribution begins.

           If the Spousal Benefit Rules do not apply to you, then you cannot
           elect any annuity payable for a person's lifetime, but you can elect
           an annuity for a specified number of years.

29.        HOW WILL MY BENEFITS BE TAXED?

           Income tax withholding rules apply to distributions from the Plan. If
           your Account distributions will continue over a period of at least
           10 years in substantially equal installments, you may elect whether
           to have federal income tax withheld. If your Account will be
           distributed in any other form - such as a single payment - then the
           Plan must withhold federal income tax equal to 20% of the
           distribution unless you arrange for a direct transfer to an
           individual retirement account (IRA) or another employer's retirement
           plan. You will receive a special tax notice explaining the choices
           available to you about withholding before any payment is made to you
           from the Plan.

INVESTMENT OF PLAN ASSETS

30.        HOW ARE CONTRIBUTIONS TO THE PLAN INVESTED?

           Contributions to the Plan are invested by the Trustee in shares of
           Putnam mutual funds, Employer stock, or other investments available
           under the Plan as chosen by your Employer. The Plan Administrator
           will provide you with current copies of the prospectus describing
           each investment option on request to the Plan Administrator.

           Investments for your Accounts will be selected by you and may be
           changed daily. Please see your Plan Administrator for an explanation
           of the procedures you must follow to direct the investment of your
           Account.

           Any Participant classified by the Employer as an "insider" for the
           purposes of United States Securities Laws and Regulations will be
           prohibited from investing in Employer stock. The Employer has sole
           responsibility for monitoring compliance with such Laws and
           Regulations.


                                       14
<PAGE>   19
           Employer stock will be voted and tendered in accordance with the
           Employer's instructions.

WITHDRAWALS AND LOANS

31.        IS ANY OF MY ACCOUNT AVAILABLE TO ME WHILE I AM STILL WORKING FOR THE
           EMPLOYER?

           If you have made after-tax contributions to the Plan prior to the
           Plan Year in which your Employer adopted this Plan, you may withdraw
           all or part of them on the same terms that applied under your
           Employer's prior plan

           You may withdraw from your Elective Deferral Account (adjusted for
           income or loss through December 31, 1988), Employer Contribution
           Account, Rollover Account, and Employer Matching Contribution
           Accounts if you demonstrate to the Plan Administrator that you are
           experiencing financial need. Hardship distributions can be made only
           for uninsured medical expenses, purchase of your principal residence,
           payment of the next 12 months of post-secondary education for you or
           a member of your immediate family, or to prevent the loss of your
           residence. You must stop making Elective Deferrals for 12 months
           after a hardship distribution, and your yearly dollar limit for
           Elective Deferrals in the calendar year you resume participation will
           be reduced by the amount of Elective Deferrals you made in the
           calendar year of your hardship distribution.

           If you have reached age 59 1/2 you may withdraw all or part of the
           vested portion of your Account.

32.        ARE LOANS AVAILABLE TO PARTICIPANTS UNDER THE PLAN?

           You may borrow from your Account, subject to the Loan Program
           established by your Employer and the following requirements:

           a.         If your vested Account balance is not over $100,000, you
                      can borrow up to half of your vested Account balance;

           b.         If your vested Account balance is over $100,000, you can
                      borrow up to $50,000.

           The amount you can borrow is reduced by the outstanding balance of
           any loans already made to you from the Plan or from other tax
           qualified retirement plans of the Employer. The $50,000 maximum loan
           amount in (b) above is reduced by the highest outstanding balance of
           your previous loan(s) in the one-year period before the latest loan
           is made.


                                       15
<PAGE>   20
           A loan must be repaid over a period of no more than five years,
           unless it is used to acquire your principal residence, in which case
           the repayment period may exceed five years. You must make
           substantially equal quarterly payments of principal and interest over
           the term of your loan. Payment will be made through payroll deduction
           and must be made at least quarterly. Interest will be charged at a
           rate established by the Employer, on a nondiscriminatory basis,
           taking into consideration the interest rates then being charged on
           similar loans by independent commercial lenders (for example, savings
           and loan companies in your locality).

           You will be required to sign a promissory note pledging up to half of
           the value of your vested Plan Account as collateral for the loan. If
           you do not repay your loan on time, the value of your unpaid loan
           balance can be deducted from your Account. No distribution of your
           Account will be made to you (or your beneficiary) until all principal
           and interest on your loan has either been repaid or deducted from the
           value of your Account.

CLAIMS PROCEDURES

33.        HOW MAY I FILE A CLAIM FOR BENEFITS?

           You or your beneficiary may notify the Plan Administrator in writing
           of a claim for benefits under the Plan. If your claim is denied, the
           Plan Administrator will provide you with written notice specifying
           the reason for denial and pointing out the Plan provisions on which
           the denial is based, and explaining what additional evidence (if any)
           you should submit to prove that you are entitled to the benefit
           claimed. You must be given a reasonable opportunity for a full and
           fair review of your claim, and you are entitled to examine Plan
           documents and records and to submit issues and comments in support of
           your claim in writing or orally. The Plan Administrator's decision on
           review of your denied claim will be made and communicated in writing
           no later than 120 days after receipt of your request for review.

ADDITIONAL INFORMATION

34.        MAY CHANGES BE MADE TO THE PLAN?

           Although it intends to continue the Plan indefinitely, your Employer
           specifically reserves the right to amend or to terminate the Plan,
           but no amendment to the Plan may take away any amount already
           credited to your Account. If the Plan is terminated, every
           Participant's Account will become fully vested and will be
           distributed from the Trust in one of the forms described in Question
           28.


                                       16
<PAGE>   21
35.        WHO HAS THE AUTHORITY TO MAKE DECISIONS IN CONNECTION WITH THE PLAN?

           The Plan Administrator has discretionary authority to interpret the
           written terms of the Plan and to apply them to specific situations
           (for example, to determine whether a person has completed the
           requirements for Plan participation).

36.        ARE THERE LIMITATIONS ON MY RIGHTS UNDER THE PLAN?

           The Plan does not give any person the right to remain as an employee
           of the Employer. It creates only those rights specifically provided
           in the Plan.

           Section 415 of the Internal Revenue Code of 1986 limits the amount
           of benefits and contributions that may be made to qualified
           retirement plans for a person in a given year. If this limit ever
           affects your Account in the Plan, the Employer will notify you.

37.        ARE MY BENEFITS GUARANTEED BY THE PENSION BENEFIT GUARANTY
           CORPORATION (PBGC)?

           Benefits under the Plan are not insured by the Pension Benefit
           Guaranty Corporation, because the Plan is a "defined contribution"
           plan. The retirement benefit you receive will depend on how long you
           work for the Employer, the amount you and the Employer contribute,
           the amount of your earnings and the investment performance of your
           Account.

38.        DO I HAVE LEGAL RIGHTS AS A PARTICIPANT IN THE PLAN?

           As a Participant in the Plan, you are entitled to certain rights and
           protections under the Employee Retirement Income Security Act of 1974
           (ERISA). ERISA provides that all Plan Participants shall be entitled
           to:

           1.         Examine, without charge, at the Plan Administrator's
                      office, all Plan documents, including insurance contracts
                      and copies of all documents, filed by the Plan with the
                      U.S. Department of Labor, such as detailed annual reports
                      and plan descriptions.

           2.         Obtain copies of all Plan documents, and other Plan
                      information upon written request to the Plan
                      Administrator. The Administrator may make a reasonable
                      charge for the copies.

           3.         Receive a summary of the Plan's annual financial report.
                      The Plan Administrator is required under ERISA to furnish
                      each Participant with a copy of this summary annual
                      report.


                                       17
<PAGE>   22
                      4. Obtain a statement telling you whether you have a right
                      to receive a benefit at the Normal Retirement Age and, if
                      so, what your benefits would be at such date if you
                      stopped working under the Plan as of the date of the
                      statement. If you do not have a right to a benefit, the
                      statement will tell you how many more years you have to
                      work to get such a right. This statement must be requested
                      in writing and is not required to be given more than once
                      a year. The Plan must provide the statement free of
                      charge.

           In addition to creating rights for Plan Participants, ERISA imposes
           duties upon the individuals who are responsible for the operation of
           the Plan. These individuals, called "fiduciaries" of the Plan, have a
           duty to act prudently in your interest and that of the other Plan
           Participants and beneficiaries. No one, including your Employer, may
           terminate you or otherwise discriminate against you in any way to
           prevent you from obtaining a benefit or exercising your rights under
           ERISA. If your claim for a benefit is denied, in whole or in part,
           you must receive a written explanation of the reason for the denial.
           You have the right to have the Plan Administrator review and
           reconsider your claim.

           Under ERISA, there are steps you can take to enforce the above
           rights. The following examples will show you action that you may
           take.

           *          First, if you request materials from the Plan and do not
                      receive them within 30 days, you may file suit in a
                      federal court. In such a case, the court may require the
                      Plan Administrator to provide the materials and pay up to
                      $100 a day until you receive the materials, unless the
                      materials were not sent because of reasons beyond the
                      control of the Plan Administrator.

           *          Second, if you have a claim for benefits which is denied
                      or ignored, in whole or in part, you may file suit in a
                      state or federal court.

           *          Third, if it should happen that Plan fiduciaries misuse
                      the Plan's money, or if you are discriminated against for
                      asserting your rights, you may seek assistance from the
                      U.S. Department of Labor or you may file suit in a
                      federal court. The court will decide who should pay court
                      and legal fees. If you are successful, the court may order
                      the person you have sued to pay these costs and fees. If
                      you lose, the court may order you to pay these costs and
                      fees, for example, if it finds your claim is frivolous.

           If you have any questions about your Plan, you should contact the
           Plan Administrator. If you have any questions about your rights under
           ERISA, you should contact the nearest Area Office of the U.S. Labor
           Management Services Administration, Department of Labor.


                                       18
<PAGE>   23
Putnam Mutual Funds Corp.
Putnam Defined Contribution Plans
859 Willard Street
Quincy, Massachusetts 02169
Call toll free 1-800-752-5766


                                       19
<PAGE>   24
                         PUTNAM BASIC PLAN DOCUMENT #07



<PAGE>   25
                         PUTNAM BASIC PLAN DOCUMENT #07

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                   PAGE

<S>                                                                                <C>
ARTICLE 1. INTRODUCTION .......................................................     1

ARTICLE 2. DEFINITIONS ........................................................     2
           2.1.  Account ......................................................     2
           2.2.  Affiliated Employer ..........................................     2
           2.3.  Authorized Leave of Absence ..................................     2
           2.4.  Base Contribution Percentage  ................................     2
           2.5.  Beneficiary ..................................................     3
           2.6.  CODA .........................................................     3
           2.7.  Code .........................................................     3
           2.8.  Compensation .................................................     3
           2.9.  Date of Employment ...........................................     3
           2.10. Deductible Employee Contribution Account .....................     3
           2.11. Disabled .....................................................     4
           2.12. Earned Income ................................................     4
           2.13. Earnings .....................................................     4
           2.14. Effective Date ...............................................     4
           2.15. Eligibility Period ...........................................     4
           2.16. Employee .....................................................     5
           2.17. Employer .....................................................     5
           2.18. Employer Contribution Account ................................     5
           2.19: Employer Stock ...............................................     5
           2.20. ERISA ........................................................     5
           2.21. Excess Earnings ..............................................     5
           2.22. Forfeiture ...................................................     5
           2.23. Hour of Service ..............................................     5
           2.24. Integration Level ............................................     7
           2.25. Investment Company ...........................................     7
           2.26. Investment Company Shares ....................................     7
           2.27. Investment Products ..........................................     7
           2.28. Leased Employee ..............................................     7
           2.29. One-Year Eligibility Break ...................................     8
           2.30. One-Year Vesting Break .......................................     8
           2.31. Owner-Employee ...............................................     8
           2.32. Participant ..................................................     8
           2.33. Participant Contribution .....................................     8
           2.34. Participant Contribution Account .............................     8
           2.35. Plan .........................................................     8
</TABLE>


                                      - i -
<PAGE>   26
<TABLE>
<S>                                                                                <C>
           2.36. Plan Administrator ...........................................     9
           2.37. Plan Agreement ...............................................     9
           2.38. Plan Year ....................................................     9
           2.39. Profit Sharing Contribution ..................................     9
           2.40. Putnam .......................................................     9
           2.41. Qualified Domestic Relations Order ...........................     9
           2.42. Qualified Participant ........................................     9
           2.43. Recordkeeper .................................................     9
           2.44. Retirement ...................................................     9
           2.45. Rollover Account .............................................    10
           2.46. Self-Employed Individual .....................................    10
           2.47. Shareholder-Employee .........................................    10
           2.48. Social Security Wage Base ....................................    10
           2.49. Trust and Trust Fund .........................................    10
           2.50. Trustee ......................................................    10
           2.51. Valuation Date ...............................................    10
           2.52. Year of Service ..............................................    10
           2.53. Deferral Agreement ...........................................    11
           2.54. Elective Deferral ............................................    11
           2.55. Elective Deferral Account ....................................    11
           2.56. Employer Matching Account ....................................    11
           2.57. Employer Matching Contribution ...............................    11
           2.58. Highly Compensated Employee ..................................    11
           2.59. Non-Highly Compensated Employee ..............................    14
           2.60. Qualified Matching Account ...................................    14
           2.61. Qualified Matching Contribution ..............................    14
           2.62. Qualified Nonelective Contribution ...........................    14
           2.63. Qualified Nonelective Contribution Account ...................    14

ARTICLE 3. PARTICIPATION ......................................................    15
           3.1.  Initial Participation ........................................    15
           3.2.  Special Participation Rule ...................................    16
           3.3.  Resumed Participation ........................................    16
           3.4.  Benefits for Owner-Employees .................................    16
           3.5.  Changes in Classification ....................................    17

ARTICLE 4. CONTRIBUTIONS ......................................................    18
           4.1.  Provisions Applicable to All Plans ...........................    18
           4.2.  Provisions Applicable Only to Profit Sharing Plans ...........    19
           4.3.  Provisions Applicable Only to Money Purchase Pension Plans ...    22
           4.4.  Forfeitures ..................................................    24
           4.5.  Rollover Contributions .......................................    24
           4.6.  Participant Contributions ....................................    24
           4.7.  No Deductible Employee Contributions .........................    24
</TABLE>


                                     - ii -
<PAGE>   27
<TABLE>
<S>                                                                                <C>
ARTICLE 5. CASH OR DEFERRED ARRANGEMENT UNDER SECTION 401(k)
                 (CODA) .......................................................    25
           5.1.  Applicability; Allocations ...................................    25
           5.2.  CODA Participation ...........................................    25
           5.3.  Annual Limit on Elective Deferrals ...........................    25
           5.4.  Distribution of Certain Elective Deferrals ...................    26
           5.5.  Satisfaction of ADP and ACP Tests ............................    26
           5.6.  Actual Deferral Percentage Test Limit ........................    27
           5.7.  Distribution of Excess Contributions .........................    29
           5.8.  Matching Contributions .......................................    30
           5.9.  Recharacterization of Excess Contributions ...................    30
           5.10. Average Contribution Percentage Test Limit and Aggregate Limit    31
           5.11. Distribution of Excess Aggregate Contributions ...............    33
           5.12. Qualified Nonelective Contributions; Qualified Matching
                 Contributions ................................................    34
           5.13. Restriction on Distributions .................................    34
           5.14. Forfeitures of Employer Matching Contributions ...............    35
           5.15. Special Effective Dates ......................................    35

ARTICLE 6. LIMITATIONS ON ALLOCATIONS .........................................    36
           6.1.  No Additional Plan ...........................................    36
           6.2.  Additional Master or Prototype Plan ..........................    37
           6.3.  Additional Non-Master or Non-Prototype Plan ..................    38
           6.4.  Additional Defined Benefit Plan ..............................    38
           6.5.  Definitions ..................................................    38

ARTICLE 7. ELIGIBILITY FOR DISTRIBUTION OF BENEFITS ...........................    43
           7.1.  Retirement ...................................................    43
           7.2.  Death ........................................................    43
           7.3.  Other Termination of Employment ..............................    43

ARTICLE 8. VESTING ............................................................    45
           8.1.  Vested Balance ...............................................    45
           8.2.  Vesting of Accounts of Returned Former Employees .............    45
           8.3.  Forfeiture of Non-Vested Amounts .............................    46
           8.4.  Special Rule in the Event of a Withdrawal ....................    47
           8.5.  Vesting Election .............................................    47

ARTICLE 9. PAYMENT OF BENEFITS ................................................    49
           9.1.  Distribution of Accounts .....................................    49
           9.2.  Restriction on Immediate Distributions .......................    49
           9.3.  Optional Forms of Distribution ...............................    50
           9.4.  Distribution Procedure .......................................    51
</TABLE>


                                    - iii -
<PAGE>   28
<TABLE>
<S>                                                                                <C>
           9.5. Lost Distributee ..............................................    51
           9.6. Direct Rollovers ..............................................    52
           9.7. Distributions Required by a Qualified Domestic Relations Order.    53

ARTICLE 10. JOINT AND SURVIVOR ANNUITY REQUIREMENTS ...........................    54
           10.1. Applicability ................................................    54
           10.2. Qualified Joint and Survivor Annuity .........................    55
           10.3. Qualified Preretirement Survivor Annuity .....................    55
           10.4. Definitions ..................................................    55
           10.5. Notice Requirements ..........................................    57
           10.6. Transitional Rules ...........................................    57

ARTICLE 11. MINIMUM DISTRIBUTION REQUIREMENTS .................................    60
           11.1. General Rules ................................................    60
           11.2. Required Beginning Date ......................................    60
           11.3. Limits on Distribution Periods ...............................    61
           11.4. Determination of Amount to Be Distributed Each Year' .........    61
           11.5. Death Distribution Provisions ................................    63
           11.6. Transitional Rule ............................................    64

ARTICLE 12. WITHDRAWALS AND LOANS .............................................    66
           12.1. Withdrawals from Participant Contribution Accounts ...........    66
           12.2. Withdrawals on Account of Hardship ...........................    66
           12.3. Withdrawals After Reaching Age 59 1/2 ........................    67
           12.4. Other Withdrawals ............................................    67
           12.5. Loans ........................................................    68
           12.6  Procedure; Amount Available ..................................    70
           12.7. Protected Benefits ...........................................    70
           12.8. Restrictions Concerning Transferred Assets ...................    70

ARTICLE 13. TRUST FUND AND INVESTMENTS ........................................    71
           13.1. Establishment of Trust Fund ..................................    71
           13.2. Management of Trust Fund .....................................    71
           13.3. Investment Instructions ......................................    72
           13:4. Valuation of the Trust Fund ..................................    74
           13.5. Distributions on Investment Company Shares ...................    74
           13.6. Registration and Voting of Investment Company Shares .........    74
           13.7. Investment Manager ...........................................    74
           13.8. Employer Stock ...............................................    75
           13.9. Insurance Contracts ..........................................    77
           13.10. Registration and Voting of Non-Putnam Investment Company
                  Shares.......................................................    78
</TABLE>


                                     - iv -
<PAGE>   29
<TABLE>
<S>                                                                                <C>
ARTICLE 14. TOP-HEAVY PLANS ...................................................    79
           14.1. Superseding Effect ...........................................    79
           14.2. Definitions ..................................................    79
           14.3. Minimum Allocation ...........................................    81
           14.4. Adjustment of Fractions ......................................    82
           14.5. Minimum Vesting Schedules ....................................    82

ARTICLE 15. ADMINISTRATION OF THE PLAN ........................................    84
           15.1. Plan Administrator ...........................................    84
           15.2. Claims Procedure .............................................    84
           15.3. Employer's Responsibilities ..................................    85
           15.4. Recordkeeper .................................................    85
           15.5. Prototype Plan ...............................................    85

ARTICLE 16. TRUSTEE ...........................................................    87
           16.1. Powers and Duties of the Trustee .............................    87
           16.2. Limitation of Responsibilities ...............................    88
           16.3. Fees and Expenses ............................................    88
           16.4. Reliance on Employer .........................................    89
           16.5. Action Without Instructions ..................................    89
           16.6. Advice of Counsel ............................................    89
           16.7. Accounts .....................................................    89
           16.8. Access to Records ............................................    90
           16.9. Successors ...................................................    90
           16.10. Persons Dealing with Trustee ................................    90
           16.11. Resignation and Removal; Procedure ..........................    90
           16.12. Action of Trustee Following Resignation or Removal ..........    90
           16.13. Effect of Resignation or Removal ............................    91
           16.14. Fiscal Year of Trust ........................................    91
           16.15. Limitation of Liability .....................................    91
           16.16. Indemnification .............................................    91

ARTICLE 17. AMENDMENT .........................................................    92
           17.1. General ......................................................    92
           17.2. Delegation of Amendment Power ................................    93

ARTICLE 18. TERMINATION OF THE PLAN AND TRUST .................................    94
           18.1. General ......................................................    94
           18.2. Events of Termination ........................................    94
           18.3. Effect of Termination ........................................    94
           18.4. Approval of Plan .............................................    95
</TABLE>


                                     - v -
<PAGE>   30
<TABLE>
<S>                                                                                <C>
ARTICLE 19. TRANSFERS TO OR FROM OTHER QUALIFIED PLANS;
                   MERGERS ....................................................    96
           19.1. General ......................................................    96
           19.2. Amounts Transferred ..........................................    96
           19.3. Merger or Consolidation ......................................    96

ARTICLE 20. MISCELLANEOUS .....................................................    97
           20.1. Notice of Plan ...............................................    97
           20.2. No Employment Rights .........................................    97
           20.3. Distributions Exclusively From Plan ..........................    97
           20.4. No Alienation ................................................    97
           20.5. Provision of Information .....................................    97
           20.6. No Prohibited Transactions ...................................    97
           20.7. Governing Law ................................................    97
           20.8. Gender .......................................................    97
</TABLE>


                                     - vi -
<PAGE>   31
                               PUTNAM BASIC PLAN DOCUMENT #07

ARTICLE 1. INTRODUCTION

         By executing the Plan Agreement, the employer has established a
retirement plan (the "Plan") according to the terms and conditions of the Plan
Agreement and this Putnam Basic Plan Document #07, for the purpose of providing
a retirement fund for the benefit of Participants and Beneficiaries. A Plan
established hereunder pursuant to a Plan Agreement is intended to qualify under
Section 401(a) of the Code.
<PAGE>   32
ARTICLE 2. DEFINITIONS

         The terms defined in Sections 2.1 through 2.52 appear generally
throughout the document. Sections 2.53 through 2.63 and Article 5 contain
definitions of terms used only in a CODA and Section 10.4 contains additional
definitions related to distributions from the Plan. Articles 6 and 11 contain
additional definitions of terms used only in those Articles.

         2.1. Account means any of, and Accounts means all of, a Participant's
Employer Contribution Account, Participant Contribution Account, Rollover
Account, Deductible Employee Contribution Account and if the Plan contains a
CODA, the accounts maintained for the Participant pursuant to Article 5.

         2.2. Affiliated Employer, for purposes of the Plan other than Article
6, means the Employer and a trade or business, whether or not incorporated,
which is any of the following:

                  (a) A member of a group of controlled corporations (within the
         meaning of Section 414(b) of the Code) which includes the Employer; or

                  (b) A trade or business under common control (within the
         meaning of Section 414(c) of the Code) with the Employer; or

                  (c) A member of an affiliated service group (within the
         meaning of Section 414(m) of the Code) which includes the Employer; or

                  (d) An entity otherwise required to be aggregated with the
         Employer pursuant to Section 414(o) of the Code.

         In determining an Employee's service for vesting and for eligibility to
participate in the Plan, all employment with Affiliated Employers will be
treated as employment by the Employer.

         For purposes of Article 6 only, the definitions in paragraphs (a) and
(b) of this Section 2.2 shall be modified by adding at the conclusion of the
parenthetical phrase in each such paragraph the words "as modified by Section
415(h) of the Code."

         2.3. Authorized Leave of Absence means a leave of absence from
employment granted in writing by an Affiliated Employer. Authorized Leave of
Absence shall be granted on account of military service for any period during
which an Employee's right to re-employment is guaranteed by law, and for such
other reasons and periods as an Affiliated Employer shall consider proper,
provided that Employees in similar situations shall be similarly treated.

         2.4. Base Contribution Percentage means the percentage so specified in
the Plan


                                     - 2 -
<PAGE>   33
Agreement.

         2.5. Beneficiary means a person entitled to receive benefits under the
Plan upon the death of a Participant, in accordance with Section 7.2 and
Articles 10 and 11.

         2.6. CODA means a cash or deferred arrangement that meets the
requirements of Section 401(k) of the Code, adopted as part of a profit sharing
plan.

         2.7. Code means the Internal Revenue Code of 1986, as amended.

         2.8. Compensation means all of an Employee's compensation determined in
accordance with the definition and for the purpose elected by the Employer in
the Plan Agreement. For purposes of that election, "Form W-2 earnings" means
"wages" as defined in Section 3401(a) of the Code in connection with income tax
withholding at the source, and all other compensation paid to the Employee by
the Employer in the course of its trade or business, for which the Employer is
required to furnish the Employee with a written statement under Sections
6041(d), 6051(a)(3) and 6052 of the Code, determined without regard to
exclusions 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) of
the Code). Compensation shall include only amounts actually paid to the Employee
during the Plan Year, except that if the Employer so elects in the Plan
Agreement, in an Employee's initial year of participation in the Plan,
Compensation shall include only amounts actually paid to the Employee from the
Employee's effective date of participation pursuant to Section 3.1 to the end of
the Plan Year. In addition, if the Employer so elects in the Plan Agreement,
Compensation shall include any amount which is contributed to an employee
benefit plan for the Employee by the Employer pursuant to a salary reduction
agreement, and which is not includible in the gross income of the Employee under
Section 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code. If the Employer so
elects in the Plan Agreement, Compensation shall not include overtime pay,
bonuses, commissions or other similar types of pay, or Compensation above a
specified amount, all as designated in the Plan Agreement, provided, that such
election may not be made if the Employer elects in the Plan Agreement to
integrate the Plan with Social Security. (For a self-employed person, the
relevant term is Earned Income, as defined in Section 2.12.)

         2.9. Date of Employment means the first date on which an Employee
performs an Hour of Service; or, in the case of an Employee who has incurred one
or more One-Year Eligibility Breaks and who is treated as a new Employee under
the rules of Section 3.3, the first date on which he performs an Hour of Service
after his return to employment.

         2.10. Deductible Employee Contribution Account means an account
maintained on the books of the Plan on behalf of a Participant, in which are
recorded amounts contributed by him to the Plan on a tax-deductible basis under
prior law, and the income, expenses, gains and losses thereon.



                                     - 3 -
<PAGE>   34
         2.11. Disabled means unable 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.

         2.12. Earned Income means a Self-Employed Individual's net earnings
from self-employment in the trade or business with respect to which the Plan is
established, excluding items not included in gross income and the deductions
allocable to such items, and reduced by (i) contributions by the Employer to
qualified plans, to the extent deductible under Section 404 of the Code, and
(ii) the deduction allowed to the taxpayer under Section 164(f) of the Code for
taxable years beginning after December 31, 1989.

         2.13. Earnings, for determining all benefits provided under the Plan,
means the first $150,000 (as adjusted periodically by the Secretary of the
Treasury for inflation) of the sum of the Compensation and Earned Income
received by an Employee during a Plan Year. To calculate an allocation to a
Participant's Account for any Plan Year shorter than 12 months, the dollar limit
on Earnings must be multiplied by a fraction of which the denominator is 12 and
the numerator is the number of months in the Plan Year. In determining the
Earnings of a Participant, the rules of Section 414(q)(6) of the Code shall
apply, except that in applying those rules the term "family" shall include only
the Participant's spouse and the Participant's lineal descendants who have not
reached age 19 by the last day of the Plan Year. If, as a result of the
application of such rules, the applicable Earnings limitation described above is
exceeded, then the limitation shall be prorated among the affected individuals
in proportion to each such individual's Earnings as determined under this
Section prior to the application of this limitation.

         2.14. Effective Date means the date so designated in the Plan
Agreement. If the Plan Agreement indicates that the Employer is adopting the
Plan as an amendment of an existing plan, the provisions of the existing plan
apply to all events preceding the Effective Date, except as to specific
provisions of the Plan which set forth a retroactive effective date in
accordance with Section 1140 of the Tax Reform Act of 1986.

         2.15. Eligibility Period means a period of service with the Employer
which an Employee is required to complete in order to commence participation in
the Plan. A 12-month Eligibility Period is a period of 12 consecutive months
beginning on an Employee's most recent Date of Employment or any anniversary
thereof, in which he is credited with at least 1,000 Hours of Service or the
number of Hours of Services set forth in the Plan Agreement. A 6-month
Eligibility Period is a period of 6 consecutive months beginning on an
Employee's most recent Date of Employment or any anniversary thereof, or on the
6-month anniversary of such Date of Employment or any anniversary thereof, in
which he is credited with at least 500 Hours of Service or the number of Hours
of Service set forth in the Plan Agreement. If the Employer has selected another
period of service as the Eligibility Period under the Plan, Eligibility Period
means the period so designated in which the


                                     - 4 -
<PAGE>   35
Employee is credited with the number of hours designated in the Plan Agreement.
Notwithstanding the foregoing, if an Employee is credited with 1,000 Hours of
Service during a 12-consecutive-month period following his Date of Employment or
any anniversary thereof, he shall be credited with an Eligibility Period. In
the case of an Employee in a seasonal industry (as defined under regulations
prescribed by the Secretary of Labor) in which the customary extent of
employment during a calendar year is fewer than 1,000 Hours of Service in the
case of a 12-month Eligibility Period, the number specified in any regulations
prescribed by the Secretary of Labor dealing with years of service shall be
substituted for 1,000. If the Employer so elects in the Plan Agreement, an
Employee's most recent Date of Employment for purposes of this Section 2.15
shall be the first date on which he performed services for a business acquired
by the Employer.

         2.16. Employee means a common law Employee of an Affiliated Employer;
in the case of an Affiliated Employer which is a sole proprietorship, the sole
proprietor thereof; in the case of an Affiliated Employer which is a
partnership, a partner thereof; and a Leased Employee of an Affiliated Employer.
The term "Employee" includes an individual on Authorized Leave of Absence, a
Self-Employed Individual and an Owner-Employee.

         2.17. Employer means the Employer named in the Plan Agreement and any
successor to all or the major portion of its assets or business which assumes
the obligations of the Employer under the Plan Agreement.

         2.18. Employer Contribution Account means an account maintained on the
books of the Plan on behalf of a Participant, in which are recorded the amounts
allocated for his benefit from contributions by the Employer (other than
contributions pursuant to Article 5 (i.e. the CODA provisions)), Forfeitures by
former Participants (if the Plan provides for reallocation of Forfeitures),
amounts reapplied under Section 6.1(d), and the income, expenses, gains and
losses incurred thereon.

         2.19. Employer Stock means securities constituting "qualifying employer
securities" of an Employer within the meaning of Section 407(d)(5) of ERISA.

         2.20. ERISA means the Employee Retirement Income Security Act of 1974,
as amended.

         2.21. Excess Earnings means a Participant's Earnings in excess of the
Integration Level of the Plan.

         2.22. Forfeiture means a nonvested amount forfeited by a former
Participant, pursuant to Section 8.3, or an amount forfeited by a former
Participant or Beneficiary who cannot be located, pursuant to Section 9.5.

         2.23. Hour of Service means each hour described in paragraphs (a), (b),
(c), (d) or (e) below, subject to paragraphs (f) and (g) below.


                                     - 5 -
<PAGE>   36
                  (a) Each hour for which an Employee is paid, or entitled to
         payment, for the performance of duties for an Affiliated Employer.
         These hours shall be credited to the Employee for the computation
         period or periods in which the duties are performed.

                  (b) Each hour for which an Employee is paid, or entitled to
         payment, by an Affiliated 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 shall be
         credited under this paragraph for any single continuous period of
         absence (whether or not such period occurs in a single computation
         period) unless the Employee's absence is not an Authorized Leave of
         Absence. Hours under this paragraph shall be calculated and credited
         pursuant to Section 2530.200b-2 of the Department of Labor Regulations,
         which are incorporated herein by this reference.

                  (c) Each hour for which back pay, irrespective of mitigation
         of damages, is either awarded or agreed to by an Affiliated Employer.
         The same Hours of Service shall not be credited under both paragraph
         (a) or paragraph (b), as the case may be, and under this paragraph (c);
         and no more than 501 Hours of Service shall be credited under this
         paragraph (c) with respect to payments of back pay, to the extent that
         such pay is agreed to or awarded for a period of time described in
         paragraph (b) during which the Employee did not perform or would not
         have performed any duties. These hours shall 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) Each hour during an Authorized Leave of Absence. Such
         hours shall be credited at the rate of a customary full work week for
         an Employee.

                  (e) Solely for purposes of determining whether a One Year
         Vesting Break or a One-Year Eligibility Break has occurred, each hour
         which otherwise would have been credited to an Employee but for an
         absence from work by reason of: the pregnancy of the Employee, the
         birth of a child of the Employee, the placement of a child with the
         Employee in connection with the adoption of the child by the Employee,
         or caring for a child for a period beginning immediately after its
         birth or placement. If the Plan Administrator cannot determine the
         hours which would normally have been credited during such an absence,
         the Employee shall be credited with eight Hours of Service for each day
         of absence. No more than 501 Hours of Service shall be credited under
         this paragraph by reason of any pregnancy or placement. Hours credited
         under this paragraph shall be treated as Hours of Service only in the
         Plan Year or Eligibility Period or both, as the case may be, in which
         the absence from work begins, if necessary to prevent the Participant's
         incurring a


                                     - 6 -
<PAGE>   37
         One-Year Vesting Break or One-Year Eligibility Break in that period,
         or, if not, in the period immediately following that in which the
         absence begins. The Employee must timely furnish to the Employer
         information reasonably required to establish (i) that an absence from
         work is for a reason specified above, and (ii) the number of days for
         which the absence continued.

                  (f) Hours of Service shall be determined on the basis of
         actual hours for which an Employee is paid or entitled to payment, or
         as otherwise specified in the Plan Agreement.

                  (g) If the Employer maintains the plan of a predecessor
         Employer, service for the predecessor Employer shall be treated as
         service for the Employer. If the Employer does not maintain the plan of
         a predecessor Employer, service for the predecessor Employer shall be
         treated as service for the Employer only to the extent that the
         Employer so elects in the Plan Agreement.

                  (h) Hours of Service shall be credited to a Leased Employee as
         though he were an Employee.

         2.24. Integration Level means the Earnings amount selected by the
Employer in the Plan Agreement.

         2.25. Investment Company means an open-end registered investment
company for which Putnam Mutual Funds Corp., or its affiliate acts as principal
underwriter, or for which Putnam Investment Management, Inc., or its affiliate
serves as an investment adviser; provided that its prospectus offers its shares
under the Plan.

         2.26. Investment Company Shares means shares issued by an Investment
Company.

         2.27. Investment Products means any of the investment products
specified by the Employer in accordance with Section 13.2, from the group of
those products sponsored, underwritten or managed by Putnam as shall be made
available by Putnam under the Plan, and such other products as shall be
expressly agreed to in writing by Putnam for availability under the Plan.

         2.28. 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. The compensation of a
Leased Employee for purposes of the Plan means the Compensation (as defined in
Section 2.8) of the Leased Employee attributable to services performed for the
recipient Employer. Contributions or benefits provided to a leased Employee by
the leasing


                                     - 7 -
<PAGE>   38
organization which are attributable to services performed for the recipient
Employer shall be treated as provided by the recipient Employer. Provided that
leased Employees do not constitute more than 20% of the recipient's nonhighly
compensated workforce, a leased Employee shall not be considered an Employee of
the recipient if he is covered by a money purchase pension plan providing: (1) 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), (2) immediate participation, and
(3) full and immediate vesting.

         2.29. One-Year Eligibility Break means a 12-month Eligibility Period
during which an individual is not credited with more than 500 Hours of Service;
provided, however, that in the case of an Employee in a seasonal industry, there
shall be substituted for 500 the number of Hours of Service specified in any
regulations of the Secretary of Labor dealing with breaks in service, and
provided further that if the Employer has elected in the Plan Agreement to
establish a number less than 500 as the requisite Hours of Service for crediting
a 12-month Eligibility Period, that number shall be substituted for 500.

         2.30. One-Year Vesting Break means a Year of Service measuring period,
as elected by the Employer in the Plan Agreement, during which an individual is
not credited with more than 500 Hours of Service; provided, however, that in the
case of an Employee in a seasonal industry, there shall be substituted for 500
the number of Hours of Service specified in any regulations for the Secretary of
Labor dealing with breaks in service, and provided further that if the Employer
has elected in the Plan Agreement to establish a number less than 500 as the
requisite Hours of Service for crediting a Year of Service, that number shall be
substituted for 500.

         2.31. Owner-Employee means the sole proprietor of an Affiliated
Employer that is a sole proprietorship, or a partner owning more than 10% of
either the capital or profits interest of an Affiliated Employer that is a
partnership. The Plan Administrator shall be responsible for identifying
Owner-Employees to the Recordkeeper.

         2.32. Participant means each Employee who has met the requirement for
participation in Article 3. An Employee is not a Participant for any period
before the entry date applicable to him.

         2.33. Participant Contribution means an after-tax contribution made by
a Participant in accordance with Section 4.6.

         2.34. Participant Contribution Account means an account maintained on
the books of the Plan, in which are recorded Participant Contributions by a
Participant and any income, expenses, gains or losses incurred thereon.

         2.35. Plan means the form of defined contribution retirement plan and
trust


                                     - 8 -
<PAGE>   39
agreement adopted by the Employer, consisting of the Plan Agreement and the
Putnam Basic Plan Document #07 as set forth herein, together with any and all
amendments and supplements thereto.

         2.36. Plan Administrator means the Employer or its appointee pursuant
to Section 15.1.

         2.37. Plan Agreement means the separate agreement entered into between
the Employer and the Trustee and accepted by Putnam, under which the Employer
adopts the Plan and selects among its optional provisions.


         2.38. Plan Year means the period of 12 consecutive months specified by
the Employer in the Plan Agreement, as well as any initial short plan year
period specified by the Employer in the Plan Agreement.

         2.39. Profit Sharing Contribution means a contribution made for the
benefit of a Participant by the Employer pursuant to Section 4.2(a).

         2.40. Putnam means (i) Putnam Mutual Funds Corp., or a company
affiliated with it which Putnam Mutual Funds Corp. has designated as its agent
performing specified actions or procedures in its capacity as sponsor of this
prototype Plan, and (ii) Putnam Fiduciary Trust Company when performing in its
capacity as Recordkeeper or Trustee.

         2.41. Qualified Domestic Relations Order means any judgment, decree or
order (including approval of a property settlement agreement) which constitutes
a "qualified domestic relations order" within the meaning of Code Section
414(p). A judgment, decree or order shall not fail to be a Qualified Domestic
Relations Order merely because it requires a distribution to an alternate payee
(or the segregation of accounts pending distribution to an alternate payee)
before the Participant is otherwise entitled to a distribution under the Plan.

         2.42. Qualified Participant means any Participant who satisfies the
requirements for being a Qualified Participant as elected by the Employer in the
Plan Agreement, for the purposes set forth in the Plan Agreement. If the Plan is
not adopted to replace an existing plan, this Section 2.42 is effective on the
Effective Date. If the Plan replaces an existing plan, this Section 2.42 is
effective on the Effective Date, and the provision of the existing plan that
this Section 2.42 replaces shall continue to apply until that time.

         2.43. Recordkeeper means the person or entity designated by the
Employer in the Plan Agreement to perform the duties described in Section 15.4,
and any successor thereto. If Putnam is the Recordkeeper, the terms and
conditions of its service will be as specified in a service agreement between
the Employer and Putnam.

         2.44. Retirement means ceasing to be an Employee in accordance with
Section 7.1.


                                     - 9 -
<PAGE>   40
         2.45. Rollover Account means an account established for an Employee who
makes a rollover contribution to the Plan pursuant to Section 4.5.

         2.46. Self-Employed Individual means an individual whose personal
services are a material income-producing factor in the trade or business for
which the Plan is established, and who has Earned Income for the taxable year
from that trade or business, or would have Earned Income but for the fact that
the trade or business had no net profits for the taxable year.

         2.47. Shareholder-Employee means any officer or Employee of an electing
small business corporation, within the meaning of Section 1362 of the Code, who
on any day during a taxable year of the Employer owns (or is considered as
owning under Section 318(a)(1) of the Code) more than 5% of the outstanding
stock of the Employer. The Plan administrator shall be responsible for
identifying Shareholder-Employees to the Recordkeeper.

         2.48. Social Security Wage Base means the maximum amount considered as
wages under Section 3121(a)(1) of the Code as in effect on the first day of the
Plan Year.

         2.49. Trust and Trust Fund mean the trust fund established under
Section 13.1.

         2.50. Trustee means the person, or the entity with trustee powers,
named in the Plan Agreement as trustee, and any successor thereto.

         2.51. Valuation Date means each day when the New York Stock Exchange is
open, or such other date or dates as the Employer may designate by written
agreement with the Recordkeeper.

         2.52. Year of Service means a Plan Year or a 12-month Eligibility
Period, as elected by the Employer in the Plan Agreement, in which an Employee
is credited with at least 1,000 Hours of Service; provided, however, that if the
Employer has elected in the Plan Agreement to establish a number less than 1,000
as the requisite for crediting a Year of Service, that number shall be
substituted for 1,000, and provided further that in the case of an Employee in a
seasonal industry (as defined under regulations prescribed by the Secretary of
Labor) in which the customary extent of employment during a calendar year is
fewer than 1,000 Hours of Service, the number specified in any regulations
prescribed by the Secretary of Labor dealing with years of service shall be
substituted for 1,000. An Employee's Years of Service shall include service
credited prior to the Effective Date under any predecessor plan. If the initial
Plan Year is shorter than 12 months, each Employee who is credited with at least
1,000 Hours of Service in the 12-month period ending on the last day of the
initial Plan Year shall be credited with a Year of Service with respect to the
initial Plan Year.

         If the Employer has so elected in the Plan Agreement, Years of Service
for vesting shall not include:


                                     - 10 -
<PAGE>   41
                  (a) Service in any Plan Year (or comparable period prior to
         the Effective Date) completed before the Employee reached age 18;

                  (b) Service completed during a period in which the Employer
         did not maintain the Plan or any predecessor plan (as defined under
         regulations prescribed by the Secretary of the Treasury).

         If the Employer has so elected in the Plan Agreement, Years of Service
for vesting shall include employment by a business acquired by the Employer,
before the date of the acquisition.

         The following definitions apply only to cash or deferred arrangements
under Section 401(k) (CODA):

         2.53. Deferral Agreement means an Employee's agreement to make one or
more Elective Deferrals in accordance with Section 5.2.

         2.54. Elective Deferral means any contribution made to the Plan by the
Employer at the election of a Participant, in lieu of cash compensation,
including contributions made pursuant to a Deferral Agreement or other deferral
mechanism.

         2.55. Elective Deferral Account means an account maintained on the
books of the Plan, in which are recorded a Participant's Elective Deferrals and
the income, expenses, gains and losses incurred thereon.

         2.56. Employer Matching Account means an account maintained on the
books of the Plan, in which are recorded the Employer Matching Contributions
made on behalf of a Participant and the income, expenses, gains and losses
incurred thereon.

         2.57. Employer Matching Contribution means a contribution made by the
Employer (i) to the Plan pursuant to Section 5.8, or (ii) to another defined
contribution plan on account of a Participant's "elective deferrals" or
"employee contributions," as those terms are used in Section 401(m)(4) of the
Code.

         2.58. Highly Compensated Employee means any highly compensated active
Employee or highly compensated former Employee as defined in subsection (a)
below; provided, however, that if the Employer so elects in the Plan Agreement,
Highly Compensated Employee means any highly compensated Employee under the
simplified method described in subsection (b) below.

                  (a) Regular Method. A highly compensated active Employee
         includes any Employee who performs service for the Employer during the
         determination year and who during the look-back year: (i) received
         compensation from the Employer in excess of $75,000 (as adjusted
         pursuant to Section 415(d) of the Code); (ii) received


                                     - 11 -
<PAGE>   42
         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 (iii) 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 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 among 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 (iii) 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.

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

                  If during a determination year or look-back year an Employee
         is 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 paid Highly Compensated Employees ranked on the basis of
         compensation paid by the Employer during the year, then the family
         member and the 5% owner or top-ten Highly Compensated Employee shall
         be treated as a single Employee receiving compensation and Plan
         contributions or benefits equal to the sum of the compensation and
         contributions or benefits of the family member and the 5% owner or
         top-ten Highly Compensated Employee. For purposes of this Section
         2.58(a), family members include the spouse, lineal ascendants and
         descendants of the Employee or former Employee and the spouses of such
         lineal ascendants and descendants.

         For purposes of this subsection (a), the "determination year" shall be
the Plan Year, and the "look-back year" shall be the 12-month period immediately
preceding the determination year; provided, however, that in a Plan for which
the Plan Year is the calendar year, the current Plan Year shall be both the
"determination year" and the "look-back year" if the Employer so elects in the
Plan Agreement.

                  (b) Simplified Method. An Employee is a Highly Compensated
         Employee under this simplified method if (i) the Employee is a 5% owner
         during the Plan Year; (ii) the Employee's compensation for the Plan
         Year exceeds $75,000 (as adjusted pursuant to Section 415(d) of the
         Code); (iii) the Employee's compensation for the Plan Year exceeds
         $50,000 (as adjusted pursuant to Section 415(d) of the Code) and the
         Employee is in the top-paid group of Employees; or (iv) the Employee is
         an officer of the Employer and received compensation during the Plan
         Year that is


                                     - 12 -
<PAGE>   43
         greater than 50% of the dollar limitation under Code Section 415(b)
         (1)(A).

                  The lookback provisions of Code Section 414(q) do not apply to
         determining Highly Compensated Employees under this simplified method.
         An Employer that applies this simplified method for determining Highly
         Compensated Employees may choose to apply this method on the basis of
         the Employer's workforce as of a single day during the Plan Year
         ("snapshot day"). In applying this simplified method on a snapshot
         basis, the Employer shall determine who is a Highly Compensated
         Employee on the basis of the data as of the snapshot day. If the
         determination of who is a Highly Compensated Employee is made earlier
         than the last day of the Plan Year, the Employee's compensation that is
         used to determine an Employee's status must be projected for the Plan
         Year under a reasonable method established by the Employer.

                  Notwithstanding the foregoing, in addition to those Employees
         who are determined to be highly compensated on the Plan's snapshot day,
         as described above, where there are Employees who are not employed on
         the snapshot day but who are taken into account for purposes of testing
         under Section 5.6 or 5.10, the Employer must treat as a Highly
         Compensated Employee any Eligible Employee for the Plan Year who:

                           (1) terminated prior to the snapshot day and was a
                  Highly Compensated Employee in the prior year;

                           (2) terminated prior to the snapshot day and (i) was
                  a 5% owner, (ii) had compensation for the Plan Year greater
                  than or equal to the projected compensation of any Employee
                  who is treated as a Highly Compensated Employee on the
                  snapshot day (except for Employees who are Highly Compensated
                  Employees solely because they are 5% owners or officers), or
                  (iii) was an officer and had compensation greater than or
                  equal to the projected compensation of any other officer who
                  is a Highly Compensated Employee on the snapshot day solely
                  because that person is an officer; or

                           (3) becomes employed subsequent to the snapshot day
                  and is a 5% owner, (ii) has compensation for the Plan Year
                  greater than or equal to the projected compensation of any
                  Employee who is treated as a Highly Compensated Employee on
                  the snapshot day (except for Employees who are Highly
                  Compensated Employees solely because they are 5% owners or
                  officers), or (iii) is an officer and has compensation greater
                  than or equal to the projected compensation of any other
                  officer who is a Highly Compensated Employee on the snapshot
                  day solely because that person is an officer.

                  If during a Plan Year an Employee is a family member of either
         a 5% owner who is an Employee, or a Highly Compensated Employee who is
         one of the ten most highly paid Highly Compensated Employees ranked on
         the basis of compensation paid


                                     - 13 -
<PAGE>   44
         by the Employees during the year, then the family member and the 5%
         owner or top-ten-Highly-Compensated-Employee shall be treated as a
         single Employee receiving compensation and Plan contributions or
         benefits equal to the sum of the compensation and contributions or
         benefits of the family member and the 5% owner or
         top-ten-Highly-Compensated Employee. For purposes of this Section
         2.58(b), family members include the spouse, lineal ascendants and
         descendants of the 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. The Plan Administrator is
responsible for identifying the Highly Compensated Employees and reporting such
data to the Recordkeeper.

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

         2.60. Qualified Matching Account means an account maintained on the
books of the Plan, in which are recorded the Qualified Matching Contributions
on behalf of a Participant and the income, expense, gain and loss attributable
thereto.

         2.61. Qualified Matching Contribution means a contribution made by the
Employer that: (i) is allocated with respect to a Participant's Elective
Deferrals or Participant Contributions or both (as elected by the Employer in
the Plan Agreement), (ii) is fully vested at all times and (iii) is
distributable only in accordance with Section 5.13.

         2.62. Qualified Nonelective Contribution means a contribution (other
than an Employer Matching Contribution or Qualified Matching Contribution) made
by the Employer, that: (i) a Participant may not elect to receive in cash until
it is distributed from the Plan; (ii) is fully vested at all times; and (iii) is
distributable only in accordance with Section 5.13.

         2.63. Qualified Nonelective Contribution Account means an account
maintained on the books of the Plan, in which are recorded the Qualified
Nonelective Contributions on behalf of a Participant and the income, expense,
gain and loss attributable thereto.


                                     - 14 -
<PAGE>   45
ARTICLE 3. PARTICIPATION

         3.1. Initial Participation. Upon completion of the eligibility for Plan
participation requirements specified in the Plan Agreement, an Employee shall
begin participation in the Plan as of the entry date specified in the Plan
Agreement, or as of the Effective Date, whichever is later; provided, however,
that:

                  (a) if the Plan is adopted as an amendment of a predecessor
         plan of the Employer, every Employee who was participating under the
         predecessor plan when it was so amended shall become a Participant in
         the Plan as of the Effective Date, whether or not he has satisfied the
         age and service requirements specified in the Plan Agreement; and

                  (b) if the Employer so specifies in the Plan Agreement, any
         individual who is (i) a nonresident alien receiving no earned income
         from an Affiliated Employer which constitutes income from sources
         within the United States, (ii) included in a unit of Employees covered
         by a collective bargaining agreement between the Employer and Employee
         representatives (excluding from the term "Employee representatives" any
         organization of which more than half of the members are Employees who
         are owners, officers, or executives of an Affiliated Employer), if
         retirement benefits were the subject of good faith bargaining and no
         more than 2% of the Employees covered by the collective bargaining
         agreement are professionals as defined in Section 1.410(b)-9 of the
         Income Tax Regulations, (iii) is an Employee of an Affiliated Employer
         specified by the Employer in the Plan Agreement, (iv) is a Leased
         Employee, or (v) is a member of such other class of Employees specified
         by the Employer in the Plan Agreement, shall not participate in the
         Plan until the later of the date on which he ceases to be described in
         clause (i), (ii), (iii), (iv) or (v), whichever are applicable, or the
         entry date specified by the Employer in the Plan Agreement; and

                  (c) if the Plan is not adopted as an amendment of a
         predecessor plan of the Employer, Employees on the Effective Date shall
         begin participation on the Effective Date, to the extent so elected by
         the Employer in the Plan Agreement; and

                  (d) a Participant shall cease to participate in the Plan when
         he becomes a member of a class of Employees ineligible to participate
         in the Plan, and shall resume participation immediately upon his return
         to a class of Employees eligible to participate in the Plan.

         In the case of a Plan to which the CODA provisions of Article 5 apply
         and for which the Employer has elected in the Plan Agreement to apply
         different minimum service requirements for purposes of participation in
         Profit Sharing Contributions, for purposes of participation in the CODA
         provisions and/or for purposes of participation in Employer Matching
         Contributions, this Article 3 shall be applied separately with


                                     - 15 -
<PAGE>   46
         regard to participation under Article 4, with regard to participation
         under the CODA provisions of Article 5 and/or with regard to
         participation in Employer Matching Contributions under Article 5.

         3.2. Special Participation Rule. With respect to a Plan in which the
Employer has specified full and immediate vesting in the Plan Agreement, an
Employee who incurs a One-Year Eligibility Break before completing the number of
Eligibility Periods required under Section 3.1 shall not thereafter be credited
with any Eligibility Period completed before the One-Year Eligibility Break.

         3.3. Resumed Participation. A former Employee who incurs a One-Year
Eligibility Break after having become a Participant shall participate in the
Plan as of the date on which he again becomes an Employee, if (i) his Accounts
had become partially or fully vested before he incurred a One-Year Vesting
Break, or (ii) he incurred fewer than five consecutive One-Year Eligibility
Breaks. In any other case, when he again becomes an Employee he shall be treated
as a new Employee under Section 3.1.


         3.4. Benefits for Owner-Employees. If the Plan provides contributions
or benefits for one or more Owner-Employees who control both the trade or
business with respect to which the Plan is established and one or more other
trades or businesses, the Plan and plans established with respect to such other
trades or businesses must, when looked at as a single plan, satisfy Sections
401(a) and (d) of the Code with respect to the Employees of this and all such
other trades or businesses. If the Plan provides contributions or benefits for
one or more Owner-Employees who control one or more other trades or businesses,
the Employees of each such other trade or business 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 those provided for such
Owner-Employees under the Plan. If an individual is covered as an Owner-Employee
under the plans of two or more trades or businesses which he does not control
and such individual controls a trade or business, then the contributions or
benefits of the Employees under the plan of the trade or business which he does
control must be as favorable as those provided for him under the most favorable
plan of the trade or business which he does not control. For purposes of this
Section 3.4, an Owner-Employee, or two or more Owner-Employees, shall be
considered to control a trade or business if such Owner-Employee, or such two or
more Owner-Employees together:

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

                  (b) in the case of a partnership, own more than 50% of either
         the capital interest or the profits interest in such 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.


                                     - 16 -

<PAGE>   47



         3.5. Changes in Classification. If a Participant ceases to be a member
of a classification of Employees eligible to participate in the Plan, but does
not incur a One-Year Eligibility Break, he will continue to be credited with
Years of Service for vesting while he remains an Employee, and he will resume
participation as of the date on which he again becomes a member of a
classification of Employees eligible to participate in the Plan. If such a
Participant incurs a One-Year Eligibility Break, Section 3.3 will apply. If a
Participant who ceases to be a member of a classification of Employees eligible
to participate in the Plan becomes a member of a classification of Employees
eligible to participate in another plan of the Employer, his Account, if any,
under the Plan shall, upon the Administrator's direction, be transferred to the
plan in which he has become eligible to participate, if such plan permits
receipt of such Account.

         If an Employee who is not a member of a classification of Employees
eligible to participate in the Plan satisfies the age and service requirements
specified in the Plan Agreement, he will begin to participate immediately upon
becoming a member of an eligible classification. If such an Employee has account
balances under another plan of the Employer, such account balances shall be
transferred to the Plan upon the Employee's commencement of participation in the
Plan, if such other plan permits such transfer.


                                     - 17 -
<PAGE>   48
ARTICLE 4. CONTRIBUTIONS

         4.1. Provisions Applicable to All Plans.

                  (a) Payment and Crediting of Contributions. The Employer shall
pay to the order of the Trustee the aggregate contributions to the Trust Fund
for each Plan Year. Each contribution shall be accompanied by instructions from
the Employer, in the manner prescribed by Putnam. Neither the Trustee nor Putnam
shall be under any duty to inquire into the correctness of the amount or the
timing of any contribution, or to collect any amount if the Employer fails to
make a contribution as provided in the Plan.

                  (b) Time for Payment. Elective Deferrals will be transferred
to the Trustee as soon as such contributions can reasonably be segregated from
the general assets of the Employer, but in any event within 90 days after the
date on which the Compensation to which such contributions relate is paid. The
aggregate of all other contributions with respect to a Plan Year shall be
transferred to the Trustee no later than the due date (including extensions) for
filing the Employer's federal income tax return for that Plan Year.

                  (c) Limitations on Allocations. All allocations shall be
subject to the limitations in Article 6.

                  (d) Establishment of Accounts. The Employer will establish and
maintain (or cause to be established and maintained) for each Participant
individual accounts adequate to disclose his interest in the Trust Fund,
including such of the following separate accounts as shall apply to the
Participant: Employer Contribution Account, Participant Contribution Account,
Deductible Employee Contribution Account, and Rollover Account; and in a Plan
with a CODA, Elective Deferral Account, Qualified Nonelective Account,
Qualified Matching Account and Employer Matching Account. The maintenance of
such accounts shall be only for recordkeeping purposes, and the assets of
separate accounts shall not be required to be segregated for purposes of
investment.

                  (e) Restoration of Accounts. Notwithstanding any other
provision of the Plan, for any Plan Year in which it is necessary to restore any
portion of a Participant's Account pursuant to Section 8.3(b) or 9.5, to the
extent that the amount of Forfeitures available is insufficient to accomplish
such restoration, the Employer shall contribute the amount necessary to
eliminate the insufficiency, regardless of whether the contribution is currently
deductible by the Employer under Section 404 of the Code. Forfeitures shall be
considered available for allocation pursuant to Sections 4.4 and 5.14 in a Plan
Year only after all necessary restoration of Accounts has been accomplished.


                                      -18-
<PAGE>   49
         4.2. Provisions Applicable Only to Profit Sharing Plans.

                  (a) Amount of Annual Contribution. The Employer will
         contribute for each Plan Year as a Profit Sharing Contribution an
         amount determined in accordance with the formula specified by the
         Employer in the Plan Agreement, less any amounts reapplied for the Plan
         Year under Section 6.1(d), not to exceed the amount deductible under
         Section 404 of the Code.

                  (b) Allocation of Profit Sharing Contributions; General Rule.
         As of the last day of each Plan Year, the Profit Sharing Contribution
         (and any amounts reapplied under Section 6.1(d)) for the Plan Year
         shall be allocated as indicated by the Employer in the Plan Agreement.

                  (c) Plans Integrated with Social Security. If the Employer
         elects in the Plan Agreement an allocation formula integrated with
         Social Security, Profit Sharing Contributions (and any amounts
         reapplied under Section 6.1(d)) shall be allocated as of the last day
         of the Plan Year, as follows:

                           (1) Top-Heavy Integration Formula. If the Plan is
                  required to provide a minimum allocation for the Plan Year
                  pursuant to the Top-Heavy Plan rules of Article 14, or if
                  the Employer has specified in the Plan Agreement that this
                  paragraph (1) will apply whether or not the Plan is Top-Heavy,
                  then:

                                    (A) First, among the Employer Contribution
                           Accounts of all Qualified Participants, in the ratio
                           that each Qualified Participant's Earnings bears to
                           all Qualified Participants' Earnings. The total
                           amount allocated in this manner shall be equal to
                           three percent (3%) of all Qualified Participants'
                           Earnings (or, if less, the entire amount to be
                           allocated).

                                    (B) Next, among the Employer Contribution
                           Accounts of all Qualified Participants who have
                           Excess Earnings, in the ratio that each Qualified
                           Participant's Excess Earnings bears to all Qualified
                           Participants' Excess Earnings. The total amount
                           allocated in this manner shall be equal to three
                           percent (3%) of all Qualified Participants' Excess
                           Earnings (or, if less, the entire amount remaining to
                           be allocated). In the case of any Qualified
                           Participant who has exceeded the cumulative permitted
                           disparity limit described in subparagraph (5) below,
                           all of such Qualified Participant's Earnings shall be
                           taken into account.

                                    (C) Next, among the Employer Contribution
                           Accounts of all Qualified Participants, in the ratio
                           that the sum of each Qualified


                                      -19-
<PAGE>   50
                           Participant's Earnings and Excess Earnings bears to
                           the sum of all Qualified Participants' Earnings and
                           Excess Earnings. The total amount allocated in this
                           manner shall not exceed the lesser of (i) the sum of
                           all Participants' Earnings and Excess Earnings
                           multiplied by the Top-Heavy Maximum Disparity
                           Percentage determined under subparagraph (1)(E), or
                           (ii) the entire amount remaining to be allocated. In
                           the case of any Qualified Participant who has
                           exceeded the cumulative permitted disparity limit
                           described in subparagraph (5) below, two times such
                           Qualifying Participant's Earnings shall be taken into
                           account.

                                    (D) Finally, any amount remaining shall be
                           allocated among the Employer Contribution Accounts of
                           all Qualified Participants in the ratio that each
                           Qualified Participant's Earnings bears to all
                           Qualified Participants' Earnings.

                                    (E) The Top-Heavy Maximum Disparity
                           Percentage shall be the lesser of (i) 2.7% or (ii)
                           the applicable percentage from the following table:

<TABLE>
<CAPTION>
If the Plan's Integration Level is
More than:                                                                       The applicable percentage is:
                                     But not more than:

<S>                                  <C>                                         <C>
$0                                   The greater of $10,000 or 20% of                     2.7%
                                     the Social Security Wage Base

The greater of $10,000 or 20% of     80% of the Social Security Wage                      1.3%
the Social Security Wage Base        Base

80% of the Social Security Wage      Less than the Social Security Wage                   2.4%
Base                                 Base
</TABLE>

         If the Plan's Integration Level is equal to the Social Security Wage
Base, the Top-Heavy Maximum Disparity Percentage is 2.7%.

                           (2) Non-Top-Heavy Integration Formula. If the Plan is
                  not required to provide a minimum allocation for the Plan Year
                  pursuant to the Top-Heavy Plan rules of Article 14, and the
                  Employer has not specified in the Plan Agreement that
                  paragraph (1) will apply whether or not the Plan is Top-
                  Heavy, then:

                                    (A) An amount equal to (i) the Maximum
                           Disparity Percentage determined under subparagraph
                           (2)(C) multiplied by the sum of all Qualified
                           Participants' Earnings and Excess Earnings, or (ii)
                           if less, the entire amount to be allocated, shall be
                           allocated among the Employer Contribution Account of
                           all Participants in the ratio that the


                                      -20-
<PAGE>   51
                           sum of each Qualified Participant's Earnings and
                           Excess Earnings bears to the sum of all Qualified
                           Participants' Earnings and Excess Earnings. In the
                           case of any Qualified Participant who has exceeded
                           the cumulative permitted disparity limit described in
                           subparagraph (5) below, two times such Qualified
                           Participant's Earnings shall be taken into account.

                                    (B) Any amount remaining after the
                           allocation in paragraph (2)(A) shall be allocated
                           among the Employer Contribution Accounts of all
                           Qualified Participants in the ratio that each
                           Qualified Participant's Earnings bears to all
                           Qualified Participants' Earnings.

                                    (C) The Maximum Disparity Percentage shall
                           be the lesser of (i) 5.7% or (ii) the applicable
                           percentage from the following table:

<TABLE>
<CAPTION>
If the Plan's Integration Level is
more than:                                                                        The applicable percentage is:
                                          But not more than:
<S>                                       <C>                                     <C>
$0                                        The greater of $10,000 or 20% of                 5.7%
                                          the Social Security Wage Base

The greater of $10,000 or 20% of          80% of the Social Security Wage Base             4.3%
the Social Security Wage Base

80% of the Social Security Wage           Less than the Social Security Wage               5.4%
Base                                      Base
</TABLE>

         If the Plan's Integration Level is equal to the Social Security Wage
Base, the Maximum Disparity Percentage is 5.7%.

                           (3) In this Section 4.2, "Earnings" means Earnings as
                  defined in Section 2.13.

                           (4) Annual overall permitted disparity limit.
                  Notwithstanding subparagraphs (1) through (3) above, for any
                  Plan Year this Plan benefits any Participant who benefits
                  under another qualified plan or simplified employee pension
                  (as defined in Section 408(k) of the Code) maintained by the
                  Employer that provides for permitted disparity (or imputes
                  disparity), Profit Sharing Contributions and Forfeitures will
                  be allocated among the Employer Contribution Accounts of all
                  Qualified Participants in the ratio that such Qualified
                  Participant's Earnings bears to the Earnings of all
                  Participants. For all purposes under the Plan, a Participant
                  is treated as benefiting under a plan (including this Plan)
                  for any plan year during which the Participant receives or is
                  deemed to receive an allocation under a plan in accordance
                  with Section 1.410(b)-3(a) of the Treasury Regulations.


                                      -21-
<PAGE>   52
                           (5) Cumulative Permitted Disparity Limit. Effective
                  for Plan years beginning on or after January 1, 1995, the
                  cumulative permitted disparity limit for a Participant is 35
                  cumulative permitted disparity years. Total cumulative
                  permitted disparity years means the number of years credited
                  to the Participant for allocation or accrual purposes under
                  the Plan, any other qualified plan or simplified employee
                  pension plan (whether or not terminated) ever maintained by
                  the Employer. For purposes of determining the Participant's
                  cumulative permitted disparity limit, all years ending in the
                  same calendar year are treated as the same year. If the
                  Participant has not benefitted under a defined benefit or
                  target benefit play for any year beginning on or after
                  January 1, 1994, the Participant has no cumulative disparity
                  limit.

                  4.3. Provisions Applicable Only to Money Purchase Pension
         Plans.

                           (a) Amount of Annual Contributions. The Employer will
                  contribute for each Plan Year an amount described in paragraph
                  (b) or (c) below, whichever is applicable, less any amounts
                  reapplied for the Plan Year under Section 6.1(d), not to
                  exceed the amount deductible under Section 404(c) of the Code.

                           (b) Allocation of Contributions; General Rule. The
                  Employer shall contribute an amount equal to the product of
                  the Earnings of all Qualified Participants and the Base
                  Contribution Percentage, and the contribution shall be
                  allocated as of the last day of the Plan Year among the
                  Employer Contribution Accounts of all Qualified Participants
                  in the ratio that the Earnings of each Qualified Participant
                  bears to the Earnings of all Qualified Participants. This
                  general rule does not apply to a Plan that is integrated with
                  Social Security.

                           (c) Plans Integrated with Social Security. If the
                  Employer has elected in the Plan Agreement to integrate the
                  Plan with Social Security, the Employer shall contribute an
                  amount equal to the sum of the following amounts, and the
                  contribution shall be allocated as of the last day of the Plan
                  Year as follows:

                                    (1) To the Employer Contribution Account of
                           each Qualified Participant, an amount equal to the
                           product of the Base Contribution Percentage and his
                           Earnings, and

                                    (2) To the Employer Contribution Account of
                           each Qualified Participant who has Excess Earnings,
                           the product of his Excess Earnings and the lesser of
                           (i) the Base Contribution Percentage or (ii) the
                           Money Purchase Maximum Disparity Percentage
                           determined under paragraph (d).

                                    (3) The Base Contribution Percentage shall
                           be no less than three percent (3%) in either of the
                           following circumstances: (i) any Plan Year of a Plan
                           for which the Plan Agreement does not specify that
                           the Employer will


                                      -22-
<PAGE>   53
                           perform annual Top-Heavy testing, or (ii) any Plan
                           Year in which the Plan is required to provide a
                           minimum allocation for the Plan Year pursuant to the
                           Top-Heavy Plan rules of Article 14.

                                    (4) Notwithstanding subparagraphs (1)
                           through (3) above, in the case of any Participant who
                           has exceeded the cumulative permitted disparity limit
                           described in paragraph (f) below, the amount shall be
                           each Qualified Participant's Earnings multiplied by
                           the percentage determined in subparagraph (2) above.


                           (d) The Money Purchase Maximum Disparity Percentage
                  is equal to the lesser of (i) 5.7% or (ii) the applicable
                  percentage from the following table:

<TABLE>
<CAPTION>
If the Plan's Integration Level is
more than:                                                                           The applicable percentage is:
                                        But not more than:

<S>                                     <C>                                          <C>
$0                                      The greater of  $10,000 or 20% of                          5.7%
                                        the Social Security Wage Base

The greater of $10,000 or 20% of        80% of the Social Security Wage                            4.3%
the Social Security Wage Base           Base

80% of the Social Security Wage         Less than the Social Security Wage                         5.4%
Base                                    Base
</TABLE>

         If the Plan's Integration Level is equal to the Social Security Wage
Base, the Money Purchase Maximum Disparity Percentage is 5.7%.

                  (e) Annual overall permitted disparity limit. Notwithstanding
         the preceding paragraphs, for any Plan Year this Plan benefits any
         Participant who benefits under another qualified plan or simplified
         employee pension (as defined in Section 408(k) of the Code) maintained
         by the Employer that provides for permitted disparity (or imputes
         disparity), the Employer shall contribute for each Qualified
         Participant an amount equal to the Qualified Participant's Earnings
         multiplied by the lesser of (i) the Base Contribution Percentage or
         (ii) the Money Purchase Maximum Disparity Percentage determined under
         paragraph (d). For all purposes under the Plan, a Participant is
         treated as benefiting under a plan (including this Plan) for any plan
         year during which the Participant receives or is deemed to receive an
         allocation under a plan in accordance with Section 1.410(b)-3(a) of the
         Treasury Regulations.

                  (f) Cumulative Permitted Disparity Limit. Effective for Plan
         Years beginning on or after January 1, 1995, the cumulative permitted
         disparity limit for a Participant is 35 total cumulative permitted
         disparity years. Total cumulative permitted disparity years means the
         number of years credited to the Participant for allocation or accrual
         purposes under the Plan, any other qualified plan or simplified
         employee pension (whether or not terminated) ever maintained by the
         Employer. For


                                      -23-
<PAGE>   54
         purposes of determining the Participant's cumulative permitted
         disparity limit, all years ending in the same calendar year are treated
         as the same year. If the Participant has not benefited under a defined
         benefit plan or target benefit plan for any year beginning on or
         after January 1, 1994, the Participant has no cumulative disparity
         limit.

         4.4. Forfeitures. Forfeitures from Employer Contribution Accounts shall
be used, as elected by the Employer in the Plan Agreement, either to reduce
other contributions required of the Employer, as specified in the Plan
Agreement, or shall be reallocated as additional contributions by the Employer.
If the Employer elects to use Forfeitures from Employer Contribution Accounts
to reduce other contributions required of the Employer, the amount of such
Forfeitures in a Plan Year shall be treated as a portion of such required
contribution. If the Employer elects to reallocate Forfeitures from Employer
Contribution Accounts as additional contributions, such forfeitures shall be
allocated (i) in the case of a profit sharing plan, in accordance with Section
4.2(b) (provided that such Forfeitures may be allocated under paragraphs
(c)(1)(B), (c)(1)(C) and (c)(2)(C) of Section 4.2 only to the extent that the
limitation described therein has not been fully utilized), and (ii) in the case
of a money purchase plan, among the Employer Contribution Accounts of all
Qualified Participants in proportion to their Earnings for the Plan Year.

         4.5. Rollover Contributions. An Employee in an eligible class may
contribute at any time cash or other property (which is not a collectible within
the meaning of Section 408(m) of the Code) acceptable to the Trustee
representing qualified rollover amounts under Sections 402, 403, or 408 of the
Code. Amounts so contributed shall be credited to a Rollover Account for the
Participant.

         4.6. Participant Contributions. If so specified in the Plan Agreement,
a Participant may make Participant Contributions to the Plan in accordance with
the Plan Agreement. Such contributions, together with any matching contributions
(as defined in section 401(m)(4) of the Code) if applicable, shall be limited so
as to meet the nondiscrimination test of section 401(m) of the Code, as set
forth in Section 5.10 of the Plan. Participant Contributions will be allocated
to the Participant Contributions Account of the contributing Participant. All
Participant Contribution Accounts will be fully vested at all times.

         4.7. No Deductible Employee Contributions. The Plan Administrator shall
not accept deductible employee contributions, other than those held in a
Deductible Employee Contribution Account transferred from a predecessor plan of
the Employer.


                                      -24-
<PAGE>   55
ARTICLE 5. CASH OR DEFERRED ARRANGEMENT UNDER SECTION 401(k)
                           (CODA)

         5.1. Applicability; Allocations. This Article 5 applies to any plan
adopted pursuant to Plan Agreement #001, which Plan Agreement by its terms
includes a CODA permitting Elective Deferrals to be made under the Plan. The
Employer may specify in the Plan Agreement that contributions will be made to
the Plan only under the CODA, or that contributions may be made under Section
4.2 as well as under the CODA. Allocations to Participants' Accounts of
contributions made pursuant to this Article 5 shall be made as soon as
administratively feasible after their receipt by the Trustee, but in any case no
later than as of the last day of the Plan Year for which the contributions were
made.

         5.2. CODA Participation. Each Employee who has met the eligibility
requirements of Article 3 may make Elective Deferrals to the Plan by completing
and returning to the Plan Administrator a Deferral Agreement form which provides
that the Participant's cash compensation from the Employer will be reduced by
the amount indicated in the Deferral Agreement, and that the Employer will
contribute an equivalent amount to the Trust on behalf of the Participant. The
following rules will govern Elective Deferrals:

                  (a) Subject to the limits specified in the Plan Agreement and
         set forth in Section 5.3, a Deferral Agreement may apply to any amount
         or percentage of the Earnings payable to a Participant in each year,
         and, if so specified by the Employer in the Plan Agreement, separately
         to bonuses payable to a Participant from time to time, even if such
         bonuses have otherwise been excluded from Compensation under the Plan
         Agreement.

                  (b) In accordance with such reasonable rules as the Plan
         Administrator shall specify, a Deferral Agreement will become effective
         as soon as is administratively feasible after the Deferral Agreement is
         returned to the Plan Administrator, and will remain effective until it
         is modified or terminated. No Deferral Agreement may become effective
         retroactively.

                  (c) A Participant may modify his Deferral Agreement by
         completing and returning to the Plan Administrator a new Deferral
         Agreement form as of any of the dates specified in the Plan Agreement,
         and any such modification will become effective as described in
         paragraph (b).

                  (d) A Participant may terminate his Deferral Agreement at any
         time upon advance written notice to the Plan Administrator, and any
         such termination will become effective as described in paragraph (b).

         5.3. Annual Limit on Elective Deferrals. During any taxable year of a
Participant, his Elective Deferrals under the Plan and any other qualified plan
of an Affiliated Employer


                                      -25-
<PAGE>   56
shall not exceed the dollar limit contained in Section 402(g) of the Code in
effect at the beginning of the taxable year. With respect to any taxable year, a
Participant's Elective Deferrals for purposes of this Section 5.3 include all
Employer contributions made on his behalf 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 (SARSEP) as described in Section
402(h)(1)(b) of the Code, any eligible deferred compensation plan under Section
457 of the Code, any plan described under Section 501(c)(18) of the Code, and
any Employer contributions made on behalf of the Participant for the purchase of
an annuity contract under Section 403(b) of the Code pursuant to a salary
reduction agreement. The limit under Section 402(g) of the Code on the amount of
Elective Deferrals of a Participant who receives a hardship withdrawal pursuant
to Section 12.2 shall be reduced, for the taxable year next following the
withdrawal, by the amount of Elective Deferrals made in the taxable year of the
hardship withdrawal.

         5.4. Distribution of Certain Elective Deferrals. "Excess Elective
Deferrals" means those Elective Deferrals described in Section 5.3 that are
includible in a Participant's gross income under Section 402(g) of the Code, to
the extent that the Participant's aggregate elective deferrals for a taxable
year exceed the dollar limitation under that Code Section. Excess Elective
Deferrals shall be treated as Annual Additions under the Plan, whether or not
they are distributed under this Section 5.4. A Participant may designate to the
Plan any Excess Elective Deferrals made during his taxable year by notifying the
Employer on or before the following March 15 of the amount of the Excess
Elective Deferrals to be so designated. A Participant who has Excess Elective
Deferrals for a taxable year, taking into account only his Elective Deferrals
under the Plan and any other plans of the Affiliated Employers, shall be deemed
to have designated the entire amount of such Excess Elective Deferrals.

         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 Account Excess
Elective Deferrals were so designated or deemed designated for the preceding
year. The income or loss allocable to Excess Elective Deferrals is the income or
loss allocable to the Participant's Elective Deferral Account for the taxable
year multiplied by a fraction, the numerator of which is the Participant's
Excess Elective Deferrals for the year and the denominator of which is the
Participant's Account balance attributable to Elective Deferrals without regard
to any income or loss occurring during the year.

         To the extent that the return to a Participant of his Elective
Deferrals would reduce an Excess Amount (as defined in Section 6.5(f)), such
Excess Deferrals shall be distributed to the Participant in accordance with
Article 6.

         5.5. Satisfaction of ADP and ACP Tests. In each Plan Year, the Plan
must satisfy the ADP test described in Section 5.6 and the ACP test described in
Section 5.10. The Employer may cause the Plan to satisfy the ADP or ACP test or
both tests for a Plan Year


                                      -26-
<PAGE>   57
by any of the following methods or by any combination of them:

                  (a) By the distribution of Excess Contributions in accordance
         with Section 5.7, or the distribution of Excess Aggregate Contributions
         in accordance with Section 5.11, or both; or

                  (b) By recharacterization of Excess Contributions in
         accordance with Section 5.9; or

                  (c) If the Employer has so elected in the Plan Agreement, by
         making Qualified Nonelective Contributions or Qualified Matching
         Contributions or both, in accordance with the Plan Agreement and
         Section 5.12.

         5.6. Actual Deferral Percentage Test Limit. The Actual Deferral
Percentage (hereinafter "ADP") for Participants who are Highly Compensated
Employees for each Plan Year and the ADP for Participants who are Non-Highly
Compensated Employees for the same Plan Year must satisfy one of the following
tests:

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

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

         The following special rules shall apply to the computation of the ADP:

                  (c) "Actual Deferral Percentage" means, for a specified group
         of Participants for a Plan Year, the average of the ratios (calculated
         separately for each Participant in the group) of (1) the amount of
         Employer contributions actually paid over to the Trust on behalf of the
         Participant for the Plan Year to (2) the Participant's Earnings for the
         Plan Year (or, provided that the Employer applies this method to all
         Employees for a Plan Year, the Participant's Earnings for that portion
         of the Plan Year during which he was eligible to participate in the
         Plan). Employer contributions on behalf of any Participant shall
         include: (i) his Elective Deferrals, 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 another plan
         maintained by an Affiliated Employer, and (B) Elective Deferrals that
         are taken into account in the Average Contribution Percentage test
         described in Section 5.10 (provided the ADP test is


                                      -27-
<PAGE>   58
         satisfied both with and without exclusion of these Elective Deferrals),
         and excluding Elective Deferrals returned to a Participant to reduce an
         Excess Amount as defined in Section 6.5(f); and (ii) if the Employer
         has elected to make Qualified Nonelective Contributions, such amount of
         Qualified Nonelective Contributions, if any, as shall be necessary to
         enable the Plan to satisfy the ADP test and not used to satisfy the ACP
         test; and (iii) if the Employer has elected to make Qualified Matching
         Contributions, such amount of Qualified Matching Contributions, if any,
         as shall be necessary to enable the Plan to satisfy the ADP test and
         not used to satisfy the ACP test. For purposes of computing Actual
         Deferral Percentages, an Employee who would be a Participant but for
         his failure to make Elective Deferrals shall be treated as a
         Participant on whose behalf no Elective Deferrals are made.

                  (d) In the event that the 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 the
         Plan, then this Section 5.6 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.

                  (e) 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 these are treated as Elective
         Deferrals for purposes of the ADP test) allocated to his Accounts under
         two or more CODAs described in Section 401(k) of the Code that are
         maintained by the Affiliated Employers 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 CODA. If a Highly Compensated Employee participates in
         two or more CODAs that have different Plan Years, all CODAs ending with
         or within the same calendar year shall be treated as a single CODA,
         except that CODAs to which mandatory disaggregation applies in
         accordance with regulations issued under Section 401(k) of the Code
         shall be treated as separate CODAs.

                  (f) For purposes of determining the ADP of a Participant who
         is a 5% owner or one of the ten most highly-paid Highly Compensated
         Employees, the Elective Deferrals (and Qualified Nonelective
         Contributions or Qualified Matching Contributions, or both, if these
         are treated as Elective Deferrals for purposes of the ADP test) and the
         Earnings of such a Participant shall include the Elective Deferrals
         (and, if applicable, Qualified Nonelective Contributions and Qualified
         Matching Contributions, or both) and Earnings for the Plan Year of his
         Family Members (as defined in Section 414(q)(6) of the Code). Family
         Members of such Highly Compensated Employees shall be disregarded as
         separate employees in determining the ADP both for Participants who are
         Non-Highly Compensated Employees and for


                                      -28-
<PAGE>   59
         Participants who are Highly Compensated Employees.

                  (g) For purposes of 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 those contributions
         relate.

                  (h) 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 satisfying the test.

                  (i) 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.

         5.7. Distribution of Excess Contributions. "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 the Plan Year, over

                  (b) The maximum amount of Employer contributions permitted by
         the ADP test, determined by reducing contributions made on behalf of
         Highly Compensated Employees in order of their ADPs, beginning with the
         highest of such percentages.

         Notwithstanding any other provision of the 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 Accounts
Excess Contributions were allocated for the preceding Plan Year. The income or
loss allocable to Excess Contributions is the income or loss allocable to the
Participant's Elective Deferral Account (and, if applicable, his Qualified
Nonelective Account or Qualified Matching Account or both) for the Plan Year
multiplied by a fraction, the numerator of which is the Participant's Excess
Contributions for the year and the denominator is the Participant's account
balance attributable to Elective Deferrals (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if any of these are
included in the ADP test) without regard to any income or loss occurring during
the Plan Year. If such excess amounts are distributed more than 2 1/2 months
after the last day of the Plan Year in which the excess amounts arose, an excise
tax equal to 10% of the excess amounts will be imposed on the Employer
maintaining the Plan. Such distributions shall be made to Highly Compensated
Employees on the basis of the respective portions of the Excess Contributions
attributable to each of them. Excess Contributions shall be allocated to a
Participant who is a family member subject to the family member aggregation
rules of Section 414(q)(6) of the Code in the proportion that the Participant's
Elective Deferrals (and other amounts treated as his Elective Deferrals) bear to


                                      -29-
<PAGE>   60
the combined Elective Deferrals (and other amounts treated as Elective
Deferrals) of all of the Participants aggregated to determine his family
members' combined ADP. Excess Contributions shall be treated as Annual Additions
under the Plan.

         Excess Contributions shall be distributed from the Participant's
Elective Deferral Account and Qualified Matching 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
Account only to the extent that such Excess Contributions exceed the balance in
the Participant's Elective Deferral Account and Qualified Matching Account.


         5.8. Matching Contributions. If so specified in the Plan Agreement, the
Employer will make Matching Contributions to the Plan in accordance with the
Plan Agreement, but no Matching Contribution shall be made with respect to an
Elective Deferral or a Participant Contribution that is returned to a
Participant because it represents an Excess Elective Deferral, an Excess
Contribution, and Excess Aggregate Contribution or an Excess Amount (as defined
in Section 6.5(f)); and if a Matching Contribution has nevertheless been made
with respect to such an Elective Deferral or Participant Contribution, the
Matching Contribution shall be forfeited, notwithstanding any other provision of
the Plan. Employer Matching Contributions will be allocated among the Employer
Matching Accounts of Qualified Participants in proportion to their Elective
Deferrals or Participant Contributions, if applicable, as specified in the Plan
Agreement. Employer Matching Accounts shall become vested according to the
vesting schedule specified in the Plan Agreement, but regardless of that
schedule shall be fully vested upon the Participant's Retirement (or, if
earlier, his fulfillment of the requirements for early retirement, if any, or
attainment of the normal retirement age specified in the Plan Agreement), his
death during employment with an Affiliated Employer, and in accordance with
Section 18.3. Forfeitures of Employer Matching Contributions, other than Excess
Aggregate Contributions, shall be made in accordance with Section 8.3.

         5.9. Recharacterization of Excess Contributions. Provided that the Plan
Agreement permits all Participants to make Participant Contributions; the
Employer may treat a Participant's Excess Contributions as an amount distributed
to the Participant and then contributed by the Participant to the Plan as a
Participant Contribution. 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 a
recharacterized amount in combination with other Participant Contributions made
by that Employee would exceed any stated limit under the Plan on Participant
Contributions. Recharacterization must occur no later than two and one-half
months after the last day of the Plan Year in which the Excess Contributions
arose, and is deemed to occur no earlier than the date the last Highly
Compensated Employee is informed in writing by the Employer of the amount
recharacterized and the consequences thereof. Recharacterized amounts will be
taxable to the Participant for his tax year in which the Participant would have
received them in cash.


                                      -30-
<PAGE>   61
         5.10. Average Contribution Percentage Test Limit and Aggregate Limit.
The Average Contribution Percentage (hereinafter "ACP") for Participants who are
Highly Compensated Employees for each Plan Year and the ACP for Participants who
are Non-Highly Compensated Employees for the same Plan Year must satisfy one of
the following tests:

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

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

         The following rules shall apply to the computation of the ACP:

                  (c) "Average Contribution Percentage" means the average of the
         Contribution Percentages of the Eligible Participants in a group.

                  (d) "Contribution Percentage" means the ratio (expressed as a
         percentage) of a Participant's Contribution Percentage Amounts to the
         Participant's Earnings for the Plan Year (or, provided that the
         Employer applies this method to all Employees for a Plan Year, the
         Participant's Earnings for that portion of the Plan Year during which
         he was eligible to participate in the Plan).

                  (e) "Contribution Percentage Amounts" means the sum of the
         Participant Contributions, Employer Matching Contributions, and
         Qualified Matching Contributions (to the extent not taken into account
         for purposes of the ADP test) made under the Plan on behalf of the
         Participant for the Plan Year. Such Contribution Percentage Amounts
         shall include Forfeitures of Excess Aggregate Contributions or Employer
         Matching Contributions allocated to the Participant's Account, taken
         into account in the year in which the allocation is made. If the
         Employer has elected in the Plan Agreement to make Qualified
         Nonelective Contributions, such amount of Qualified Nonelective
         Contributions, if any, as shall be necessary to enable the Plan to
         satisfy the ACP test and not used to satisfy the ADP test shall be
         included in the Contribution Percentage Amounts. Elective Deferrals
         shall also be included in the Contribution Percentage Amounts to the
         extent, if any, needed to enable the Plan to satisfy the ACP test, 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.


                                      -31-
<PAGE>   62
                  (f) "Eligible Participant" means any Employee who is eligible
         to make a Participant Contribution, or an Elective Deferral, if
         Elective Deferrals are taken into account in the calculation of the
         Contribution Percentage, or to receive an Employer Matching
         Contribution (or a Forfeiture thereof) or a Qualified Matching
         Contribution.

                  (g) "Aggregate Limit" means the sum of (i) 125% of the greater
         of the ADP of the Non-Highly Compensated Employees for the Plan Year,
         or the ACP of Non-Highly Compensated Employees under the Plan subject
         to Code Section 401(m) for the Plan Year beginning with or within the
         Plan Year of the CODA, and (ii) the lesser of 200% of, or two plus, the
         lesser of the ADP or ACP. "Lesser" is substituted for "greater" in
         clause (i) of the preceding sentence, and "greater" is substituted for
         "lesser" after the phrase "two plus the" in clause (ii) of the
         preceding sentence, if that formulation will result in a larger
         Aggregate Limit.

                  (h) If one or more Highly Compensated Employees participate in
         both a CODA and a plan subject to the ACP test maintained by an
         Affiliated Employer, and the sum of the ADP and ACP of those Highly
         Compensated Employees subject to either or both tests exceeds the
         Aggregate Limit, then the ACP of those Highly Compensated Employees who
         also participate in a CODA will be reduced (beginning with the Highly
         Compensated Employee whose ACP is the highest) so that the Aggregate
         Limit is not exceeded. The amount by which each Highly Compensated
         Employee's Contribution Percentage Amount is reduced shall be treated
         as an Excess Aggregate Contribution. In determining the Aggregate
         Limit, the ADP and ACP of Highly Compensated Employees are determined
         after any corrections required to meet the ADP and ACP tests. The
         Aggregate Limit will be considered satisfied if both the ADP and ACP of
         the Highly Compensated Employees does not exceed 1.25 multiplied by the
         ADP and ACP of the Non-Highly Compensated Employees.

                  (i) For purposes of this section, the Contribution Percentage
         for any Participant who is a Highly Compensated Employee and who is
         eligible to have Contribution Percentage Amounts allocated to his
         account under two or more plans described in Section 401(a) of the
         Code, or CODAs described in Section 401(k) of the Code, that are
         maintained by an Affiliated 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 CODAs that
         have different plan years, all CODAs ending with or within the same
         calendar year shall be treated as a single CODA, except that CODAs to
         which mandatory disaggregation applies in accordance with regulations
         issued under Section 401(k) of the Code shall be treated as separate
         CODAs.

                  (j) In the event that the 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


                                      -32-
<PAGE>   63
         aggregated with the Plan, then this Section 5.10 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.

                  (k) For purposes of determining the Contribution Percentage of
         a Participant who is a 5% owner or one of the ten most highly-paid
         Highly Compensated Employers, the Contribution Percentage Amounts and
         Earnings of the Participant shall include the Contribution Percentage
         Amounts and Earnings for the Plan Year of Family Members (as defined in
         Section 414(q)(6) of the Code). Family Members of such Highly
         Compensated Employees shall be disregarded as separate employees in
         determining the Contribution Percentage both for Participants who are
         Non-Highly Compensated Employees and for Participants who are Highly
         Compensated Employees.

                  (1) For purposes of the ACP test, Employer Matching
         Contributions, Qualified 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.

                  (m) 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 the ACP test.

                  (n) 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.

         5.11. Distribution of Excess Aggregate Contributions. Notwithstanding
any other provision of the 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. The income or loss allocable to Excess
Aggregate Contributions is the income or loss allocable to the Participant's
Employer Matching Contribution Account, Qualified Matching Contribution Account
(if any, and if all amounts therein are not used in the ADP test), and, if
applicable, Qualified Nonelective Account, Participant Contribution Account and
Elective Deferral Account for the Plan Year, multiplied by a fraction, the
numerator of which is the Participant's Excess Aggregate Contributions for the
year and the denominator of which is the Participant's account balance(s)
attributable to Contribution Percentage Amounts without regard to any income or
loss occurring during the Plan Year. Excess Aggregate Contributions shall be
allocated to a Participant who is subject to the family member aggregation rules
of Section 414(q)(6) of the Code in the proportion that the Participant's
Employer Matching Contributions (and other amounts treated as his Employer
Matching Contributions) bear to the combined Employer


                                      -33-
<PAGE>   64
Matching Contributions (and other amounts treated as Employer Matching
Contributions) of all of the Participants aggregated to determine its family
members' combined ACP. If excess amounts attributable to 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, an excise tax equal to 10% of the
excess amounts will be imposed on the Employer maintaining the Plan. Excess
Aggregate Contributions shall be treated as Annual Additions under the Plan.

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

         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 and
         actually made on behalf of Highly Compensated Employees for the Plan
         Year, over

                  (b) The maximum Contribution Percentage Amounts permitted by
         the ACP test and the Aggregate Limit (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 5.4, and then determining Excess
Contributions pursuant to Section 5.7.

         5.12. Qualified Nonelective Contributions; Qualified Matching
Contributions. An Employer shall make Qualified Nonelective Contributions and/or
Qualified Matching Contributions as provided by the Employer in the Plan
Agreement. Qualified Nonelective Contributions and Qualified Matching
Contributions shall be allocated to the Qualified Nonelective Contribution
Accounts and Qualified Matching Accounts, respectively, of Participants as
provided by the Employer in the Plan Agreement.

         5.13. Restriction on Distributions. Except as provided in Sections 5.4,
5.7 and 5.11, no distribution may be made from a Participant's Elective Deferral
Account, Qualified Nonelective Contribution Account or Qualified Matching
Account until the occurrence of one of the following events:

                  (a) The Participant's Disability, death or termination of
         employment with the Affiliated Employers;


                  (b) 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


                                      -34-
<PAGE>   65
         in Section 408(k) of the Code;

                  (c) The Participant's attainment of age 59 1/2 (if the
         Employer has elected in the Plan Agreement to permit such
         distributions); or

                  (d) In the case of an Employer that is a corporation, the
         disposition by the Employer to an unrelated entity of (i) substantially
         all of the assets (within the meaning of Section 409(d)(2) of the Code)
         used in a trade or business of the Employer, if the Employer continues
         to maintain the Plan after the disposition, but only with respect to
         Employees who continue employment with the entity acquiring such
         assets; or (ii) the Employer's interest in a subsidiary (within the
         meaning of Section 409(d)(3) of the Code), if the Employer continues to
         maintain the Plan after the disposition, but only with respect to
         Employees who continue employment with such subsidiary.

         In addition, if the Employer has elected in the Plan Agreement to
permit such distributions, a distribution may be made from a Participant's
Elective Deferral Account in the event of his financial hardship as described in
Section 12.2. All distributions upon any of the events listed above are subject
to the conditions of Article 10, Joint and Survivor Annuity Requirements. In
addition, distributions made after March 31, 1988, on account of an event
described in subsection (b) or (d) above must be made in a lump sum.

         5.14 Forfeitures of Employer Matching Contributions. Forfeitures from
Employer Matching Accounts shall be used, as elected by the Employer in the Plan
Agreement, either to reduce other contributions required of the Employer, as
specified in the Plan Agreement, or shall be reallocated as additional Employer
Matching Contributions or Profit Sharing Contributions as specified in the Plan
Agreement. If the Employer elects to use Forfeitures from Employer Matching
Accounts to reduce other contributions required of the Employer, the amount of
such Forfeitures in a Plan Year shall be treated as a portion of such
contribution. If the Employer elects to reallocate Forfeitures from Employer
Matching Contributions as additional Employer Matching Contributions, such
Forfeitures shall be allocated in accordance with Section 5.8. If the Employer
elects to reallocate Forfeitures from Employer Matching Accounts as additional
Profit Sharing Contributions, such Forfeitures shall be allocated in accordance
with Section 4.2(b) (provided that such Forfeitures may be allocated under
paragraphs (c)(1)(B), (c)(1)(C) and (c)(2)(C) of Section 4.2 only to the extent
that the limitation described therein has not been fully utilized). Forfeitures
of Excess Aggregate Contributions determined under Section 5.10 that are
Employer Matching Contributions shall be used as provided above in this Section
5.14.

         5.15. Special Effective Dates. If the Plan is adopted as an amendment
of an existing plan, the provisions of Sections 5.3 and Section 5.7 through 5.10
are effective as of the first day of the first Plan Year beginning after
December 31, 1986.


                                      -35-
<PAGE>   66
ARTICLE 6. LIMITATIONS ON ALLOCATIONS

         6.1. No Additional Plan. If the Participant does not participate in and
has never participated in another qualified plan, or a welfare benefit fund (as
defined in Section 419(e) of the Code), or an individual medical account (as
defined in Section 415(1)(2) of the Code) which provides an Annual Addition as
defined in Section 6.5(a), maintained by an Affiliated Employer:

                  (a) The amount of Annual Additions (as defined in Section
         6.5(a)) which may be credited to the Participant's Accounts for any
         Limitation Year will not exceed the lesser of the Maximum Annual
         Additions or any other limitation contained in this Plan. If the
         Employer contribution that would otherwise be contributed or allocated
         to the Participant's Account would cause the Annual Additions for the
         Limitation Year to exceed the Maximum Annual Additions, the amount
         contributed or allocated will be reduced so that the Annual Additions
         for the Limitation Year will equal the Maximum Annual Additions.

                  (b) Before determining a Participant's actual Section 415
         Compensation for a Limitation Year, the Employer may determine the
         Maximum Annual Additions for the Participant on the basis of a
         reasonable estimation of the Participant's Section 415 Compensation
         for the Limitation Year, uniformly determined for all Participants
         similarly situated.

                  (c) As soon as is administratively feasible after the end of
         the Limitation Year, the Maximum Annual Additions for the Limitation
         Year will be determined on the basis of the Participant's actual
         Section 415 Compensation for the Limitation Year.

                  (d) If pursuant to paragraph (c), or as a result of the
         reallocation of Forfeitures, or as a result of a reasonable error in
         determining the amount of Elective Deferrals that may be made by a
         Participant, the Annual Additions exceed the Maximum Annual Additions,
         the Excess Amount will be disposed of as follows:

                           (1) Any Participant Contributions and Elective
                  Deferrals, to the extent they would reduce the Excess Amount,
                  will be returned to the Participant.

                           (2) If after the application of (1) above 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 Accounts 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.


                                      -36-
<PAGE>   67
                           (3) If after the application of (1) above 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.

                           (4) If a suspense account is in existence at any time
                  during a Limitation Year pursuant to this Section 6.1(d), it
                  will participate in the allocation of the Trust'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' Accounts before any Employer or any Employee
                  contributions may be made to the Plan for that Limitation
                  Year. Excess amounts may not be distributed to Participants or
                  former Participants.

         6.2. Additional Master or Prototype Plan. If in addition to this Plan a
Participant is covered under another qualified Master or Prototype defined
contribution plan or a welfare benefit fund (as defined in Section 419(e) of the
Code), or an individual medical account (as defined in Section 415(1)(2) of the
Code) which provides an Annual Addition as defined in Section 6.5(a), maintained
by an Affiliated Employer during any Limitation Year:

                  (a) The Annual Additions which may be credited to a
         Participant's Accounts under this Plan for any such Limitation Year
         will not exceed the Maximum Annual Additions reduced by the Annual
         Additions credited to a Participant's accounts under the other plans
         and welfare benefit funds for the same Limitation Year. If the Annual
         Additions with respect to the Participant under other defined
         contribution plans and welfare benefit funds maintained by an
         Affiliated Employer are less than the Maximum Annual Additions, and the
         Employer contribution that would otherwise be contributed or allocated
         to the Participant's Accounts under this Plan would cause the Annual
         Additions for the Limitation Year to exceed this limitation, the amount
         contributed or allocated to this Plan will be reduced so that the
         Annual Additions under all such plans and funds for the Plan Year will
         equal the Maximum Annual Additions. If the Annual Additions with
         respect to the Participant under such other defined contribution plans
         and welfare benefit funds in the aggregate are equal to or greater than
         the Maximum Annual Additions, no amount will be contributed or
         allocated to the Participant's Accounts under this Plan for the
         Limitation Year.

                  (b) Before determining a Participant's actual Section 415
         Compensation for a Limitation Year, the Employer may determine the
         Maximum Annual Additions for the Participant in the manner described in
         Section 6.1(b).

                  (c) As soon as is administratively feasible after the end of
         the Plan Year, the Maximum Annual Additions for the Plan Year will be
         determined on the basis of


                                      -37-
<PAGE>   68
         the Participant's actual Section 415 Compensation for the Plan Year.

                  (d) If, pursuant to Section 6.2(c) or as a result of the
         allocation of Forfeitures, or of a reasonable error in determining the
         amount of Elective Deferrals that may be made by him, 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 under any
         qualified Master or Prototype defined contribution plan, except that
         Annual Additions to any welfare benefit fund or individual medical
         account will be deemed to have been allocated first regardless of the
         actual allocation date.

                  (e) 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 X and Y, where (X) is the total Excess Amount allocated as
         of such date, and (Y) is the ratio of: (1) the Annual Additions
         allocated to the Participant for the Limitation Year as of such date
         under this Plan to (2) the total Annual Additions allocated to the
         Participant for the Limitation Year as of such date under this and all
         the other qualified Master or Prototype defined contribution plans.

                  (f) Any Excess Amount attributed to this Plan will be disposed
         of in the manner described in Section 6.1(d).

         6.3. Additional Non-Master or Non-Prototype Plan. If the Participant
is covered under another qualified defined contribution plan maintained by an
Affiliated Employer which is not a Master or Prototype plan, Annual Additions
which may be credited to the Participant's Accounts under this Plan for any
Limitation Year will be limited in accordance with Section 6.2 as though the
other plan were a Master or Prototype plan, unless the Employer provides other
limitations in the Plan Agreement.

         6.4. Additional Defined Benefit Plan. If an Affiliated 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
Accounts under this Plan for any Limitation Year will be limited in accordance
with the Plan Agreement.

         6.5. Definitions.

                  (a) Annual Additions means the sum of the following amounts
         credited to a Participant's Accounts for the Limitation Year:

                           (1) Employer contributions;


                                      -38-





<PAGE>   69
                  (2) For any Limitation Year beginning after December 31, 1986,
         Participant Contributions;

                  (3) Forfeitures;

                  (4) Amounts allocated after March 31, 1984, to any individual
         medical account, as defined in Section 415(1)(2) of the Code, which is
         part of a pension or annuity plan maintained by an Affiliated
         Employer;

                  (5) Amounts derived from contributions paid or accrued after
         December 31, 1985, in taxable years ending after such date, which are
         attributable to postretirement 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 an Affiliated Employer; and

                  (6) In a Plan that includes a CODA, Excess Elective Deferrals,
         Excess Contributions (including recharacterized Elective Deferrals) and
         Excess Aggregate Contributions.

         For this purpose, any Excess Amount applied under Sections 6.1(d) or
6.2(e) in the Limitation Year to reduce Employer contributions will be
considered Annual Additions for such Limitation Year. Any rollover contribution
will not be considered an Annual Addition.

         (b) Section 415 Compensation means, for a Self Employed Individual, his
Earned Income; and for any other Participant, his "Form W-2 earnings" as defined
in Section 2.8, if the Employer has elected in item 7 of the Plan Agreement a
definition of Compensation based on "Form W-2 earnings"; or if the Employer has
not so elected, his wages, salaries, and fees for professional services and
other amounts received for personal services actually rendered in the course of
employment with the Employer maintaining the Plan (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 Income Tax Regulations Section 1.62-2(c)), and excluding
the following:

                  (1) Employer contributions to a plan of deferred compensation
         which are not includible in the Participant'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 compensations;

                  (2) Amounts realized from the exercise of a nonqualified stock


                                     - 39 -
<PAGE>   70
         option, or when restricted stock (or property) held by the Participant
         either becomes freely transferable or is no longer subject to a
         substantial risk of forfeiture;

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

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

For purposes of applying the limitations of this Article 6, Section 415
Compensation for a Limitation Year is the Section 415 Compensation actually paid
or made available during such Limitation Year.

         (c) Defined Benefit Fraction means a fraction, the numerator of which
is the sum of the Participant's Projected Annual Benefits under all the defined
benefit plans (whether or not terminated) maintained by the Affiliated
Employers, and the denominator of which is the lesser of 125% of the dollar
limitation in effect for the Limitation Year under Sections 415(b) and (d) of
the Code, or 140% of the Participant's Highest Average Compensation including
any adjustments under Section 415(b) of the Code. Notwithstanding the foregoing,
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 an Affiliated 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 change 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.

         (d) Defined Contribution Dollar Limitation means $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.

         (e) Defined Contribution Fraction means a fraction, the numerator of
which is the sum of the Annual Additions to the Participant's accounts under all
the defined contribution plans (whether or not terminated) maintained by
Affiliated Employers 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 Affiliated


                                     - 40 -
<PAGE>   71
Employers, and the Annual Additions attributable to all welfare benefit funds,
as defined in Section 419(e) of the Code, and individual medical accounts, as
defined in Section 415(1)(2) of the Code), and the denominator of which is the
sum of the Maximum Annual Additions for the current and all prior Limitation
Years of service with the Affiliated Employers (regardless of whether a defined
contribution plan was maintained by any Affiliated Employer). The Maximum Annual
Additions in any Plan Year is the lesser of 125% of the dollar limitation
determined under Sections 415(b) and (d) of the Code in effect under Section
415(c)(1)(A) of the Code, or 35% of the Participant's Section 415 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 an Affiliated 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 product
of the excess of the sum of the fractions over 1.0, multiplied by 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
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 100% of nondeductible Employee contributions as Annual Additions.

         (f) Excess Amount means, with respect to any Participant, the amount by
which Annual Additions exceed the Maximum Annual Additions.

         (g) Highest Average Compensation means the average compensation for the
three consecutive Years of Service with the Employer that produces the highest
average. For this purpose, a Year of Service with the Employer is determined
based on the Plan Year.

         (h) Limitation Year means the Plan Year. All qualified plans maintained
by the Employer must use the same Limitation Year. If the Limitation Year is
amended to a different period of 12 Consecutive months, the new Limitation Year
must begin on a date within the Limitation Year in which the amendment is made.

         (i) Master or Prototype plan means a plan the form of which is the
subject of a favorable opinion letter from the Internal Revenue Service.

         (j) Maximum Annual Additions, which is the maximum annual addition that
may be contributed or allocated to a Participant's account under the plan for
any Limitation Year; means an amount not exceeding the lesser of (a) the Defined
Contribution Dollar Limitation or (b) 25% of the Participant's Section 415


                                     - 41 -
<PAGE>   72
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(1)(1) or Section 419A(d)(2) of the Code.

         If a short Limitation Year is created because of an amendment changing
the Limitation Year to a different period of 12 consecutive months, the Maximum
Annual Additions will not exceed the Defined Contribution Dollar Limitation
multiplied by the following fraction:

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

         (k) Projected Annual Benefit means the annual retirement benefit
(adjusted to an actuarially equivalent straight life annuity if such benefit is
expressed in a form other than a straight life annuity or Qualified Joint and
Survivor Annuity) to which the Participant would be entitled under the terms of
the Plan assuming:

                  (1) The Participant will continue employment until normal
         retirement age under the Plan (or current age, if later), and

                  (2) The Participant's Section 415 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.


                                     - 42 -
<PAGE>   73
ARTICLE 7. ELIGIBILITY FOR DISTRIBUTION OF BENEFIT

         7.1. Retirement. After his Retirement, the amount credited to a
Participant's Accounts will be distributed to him in accordance with Article 9.
The termination of a Participant's employment with the Affiliated Employers
after he has (i) attained the normal retirement age specified in the Plan
Agreement, (ii) fulfilled the requirements for early retirement (if any)
specified in the Plan Agreement, or (iii) become Disabled will constitute his
Retirement. Upon a Participant's Retirement (or, if earlier, his attainment of
the normal retirement age specified in the Plan Agreement or fulfillment of the
requirements for early retirement, if any, specified in the Plan Agreement) the
Participant's Accounts shall become fully vested, regardless of the vesting
schedule specified by the Employer in the Plan Agreement. A Participant who
separates from service with any vested balance in his Accounts, after satisfying
the service requirements for early retirement (if any is specified in the Plan
Agreement) but before satisfying the age requirement for early retirement (if
any is specified in the Plan Agreement), shall be entitled to a fully vested
early retirement benefit upon his satisfaction of such age requirement.

         7.2. Death. If a Participant dies before the distribution of his
Accounts has been completed, his Beneficiary will be entitled to distribution of
benefits in accordance with Article 9. A Participant's Accounts will become
fully vested upon his death before termination of his employment with the
Affiliated Employers, regardless of the vesting schedule specified by the
Employer in the Plan Agreement.

         A Participant may designate a Beneficiary by completing and returning
to the Plan Administrator a form provided for this purpose. The form most
recently completed and returned to the Plan Administrator before the
Participant's death shall supersede any earlier form. If a Participant has not
designated any Beneficiary before his death, or if no Beneficiary so designated
survives the Participant, his Beneficiary shall be his surviving spouse, or if
there is no surviving spouse, his estate. A married Participant may designate a
Beneficiary other than his spouse only if his spouse consents in writing to the
designation, and the spouse's consent acknowledges the effect of the consent and
is witnessed by a notary public or a representative of the Plan. The beneficiary
or beneficiaries named in the designation to which the spouse has so consented
may not be changed without further written spousal consent unless the terms of
the spouse's original written consent expressly permit such a change, and
acknowledge that the spouse voluntarily relinquishes the right to limit the
consent to a specific beneficiary. The marriage of a Participant shall nullify
any designation of a beneficiary previously executed by the Participant. If it
is established to the satisfaction of the Plan Administrator that the
Participant has no spouse or that the spouse cannot be located, the requirement
of spousal consent shall not apply. Any spousal consent, or establishment that
spousal consent cannot be obtained, shall apply only to the particular spouse
involved.

         7.3. Other Termination of Employment. A Participant whose employment
terminates for any reason other than his Retirement or death will be entitled to
distribution, in


                                     - 43 -
<PAGE>   74
accordance with Article 9, of benefits equal to the amount of the vested balance
of his Accounts as determined under Article 8.


                                     - 44 -
<PAGE>   75
ARTICLE 8. VESTING

         8.1. Vested Balance. The vested balance of a Participant's Accounts
will be determined as follows:

                  (a) General Rule. A Participant's Participant Contribution
         Account and Rollover Account shall be fully vested at all times. The
         vested portion of his Employer Contribution Account shall be equal to
         the percentage that corresponds, in the vesting schedule specified in
         the Plan Agreement, to the number of Years of Service credited to the
         Participant as of the end of the Year of Service in which his
         employment terminates.

                  (b) Special Rules for CODA. In a Plan that includes a CODA, a
         Participant's Elective Deferral Account, Qualified Nonelective Account,
         and Qualified Matching Account shall be fully vested at all times. The
         vested portion of his Employer Matching Account shall be equal to the
         percentage that corresponds, in the vesting schedule specified in the
         Plan Agreement, to the number of Years of Service credited to the
         Participant as of the end of the Year of Service in which his
         employment terminates.

                  (c) Retirement. All of a Participant's Accounts shall become
         fully vested upon his Retirement or his earlier attainment of early
         retirement age (if any) or the normal retirement age elected by the
         Employer in the Plan Agreement.

         For so long as a former Employee does not receive a distribution (or a
deemed distribution) of the vested portion of his Accounts, the undistributed
portion shall be held in a separate account which shall be invested pursuant to
Section 13.3 and shall share in earnings and losses of the Trust Fund pursuant
to Section 13.4 in the same manner as the Accounts of active Participants.

         8.2. Vesting of Accounts of Returned Former Employees. The following
rules apply in determining the vested portion of the Accounts of a Participant
who incurs one or more consecutive One-Year Vesting Breaks and then returns to
employment with an Affiliated Employer:

                  (a) If the Participant incurred fewer than five consecutive
         One-Year Vesting Breaks, then all of his Years of Service will be taken
         into account in determining the vested portion of his Accounts, as soon
         as he has completed one Year of Service following his return to
         employment.

                  (b) If the Participant incurred five or more consecutive
         One-Year Vesting Breaks, then:

                           (1) no Year of Service completed after his return to
                  employment


                                     - 45 -
<PAGE>   76
                  will be taken into account in determining the vested portion
                  of his Accounts as of any time before he incurred the first
                  One-Year Vesting Break;

                           (2) years of Service completed before he incurred the
                  first One-Year Vesting Break will not be taken into account in
                  determining the vested portion of his Accounts as of any time
                  after his return to employment (i) unless some portion of his
                  Employer Contribution Account or Employer Matching Account had
                  become vested before he incurred the first One-Year Vesting
                  Break, and (ii) until he has completed one Year of Service
                  following his return to employment; and

                           (3) separate sub-accounts will be maintained for the
                  Participant's pre-break and post-break Employer Contribution
                  Account and Employer Matching Account, until both sub-accounts
                  become fully vested. Both sub-accounts will share in the
                  earnings and losses of the Trust Fund.

         8.3. Forfeiture of Non-Vested Amounts. The portion of a former
Employee's Accounts that has not become vested under Section 8.1 shall become a
Forfeiture in accordance with the following rules, and shall be reallocated in
accordance with Section 4.4 or Section 5.14 (whichever applies) no later than
the end of the Plan Year in which it becomes a Forfeiture.

                  (a) If Distribution Is Made. If any or all of the vested
         portion of a Participant's Accounts is distributed in accordance with
         Section 9.1 or 9.2 before the Participant incurs five consecutive
         One-Year Vesting Breaks, the nonvested portion of his Accounts shall
         become a Forfeiture in the Plan Year in which the distribution occurs.
         For purposes of this Section 8.3, if the value of the vested portion of
         a Participant's Accounts is zero, the Participant shall be deemed to
         have received a distribution of the entire vested balance of his
         Accounts on the day his employment terminates. If the Participant
         elects to have distributed less than the entire vested portion of his
         Employer Contribution Account or Employer Matching Accounts, the part
         of the nonvested portion that will become a Forfeiture is the total
         nonvested portion multiplied by a fraction, the numerator of which is
         the amount of the distribution and the denominator of which is the
         total value of the entire vested portion of such Accounts.

                  (b) Right of Repayment. If a Participant who receives a
         distribution pursuant to paragraph (a) returns to employment with an
         Affiliated Employer, the balance of his Employer Contribution Account
         and Employer Matching Account will be restored to the amount of such
         balance on the date of distribution, if he repays to the Plan the full
         amount of the distribution, before the earlier of (i) the fifth
         anniversary of his return to employment or (ii) the date he incurs five
         consecutive One-Year Vesting Breaks following the date of distribution.
         If an Employee is deemed to receive a distribution pursuant to this
         Section 8.3, and he resumes


                                     - 46 -
<PAGE>   77
         employment covered under this Plan before the date he incurs five
         consecutive One-Year Vesting Breaks, upon his reemployment the
         Employer-derived account balance of the Employee will be restored to
         the amount on the date of such deemed distribution. Such restoration
         will be made, first, from the amount of any Forfeitures available for
         reallocation as of the last day of the Plan Year in which repayment is
         made, to the extent thereof; and to the extent that Forfeitures are not
         available or are insufficient to restore the balance, from
         contributions made by the Employer pursuant to Section 4.1(e).

                  (c) If No Distribution Is Made. If no distribution (nor deemed
         distribution) is made to a Participant before he incurs five
         consecutive One-Year Vesting Breaks, the nonvested portion of his
         Accounts shall become a Forfeiture at the end of the Plan Year that
         constitutes his fifth consecutive One-Year Vesting Break.

                  (d) Adjustment of Accounts. Before a Forfeiture is incurred, a
         Participant's Accounts shall share in earnings and losses of the Trust
         Fund pursuant to Section 13.4 in the same manner as the Accounts of
         active Participants.

                  (e) Accumulated Deductible Contributions. For Plan Years
         beginning before January 1, 1989, a Participant's vested Account
         balance shall not include accumulated deductible contributions within
         the meaning of Section 72(o)(5)(B) of the Code.

         8.4. Special Rule in the Event of a Withdrawal. If a withdrawal
pursuant to Section 12.2, 12.3 or 12.4 is made from a Participant's Employer
Contribution Account or Employer Matching Account before the Account is fully
vested, and the Participant may increase the vested percentage in the Account,
then a separate account will be established at the time of the withdrawal, and
at any relevant time after the withdrawal the vested portion of the separate
account will be equal to the amount "X" determined by the following formula:

                                X = P(AB + D) - D

For purposes of the formula, P is the Participant's vested percentage at the
relevant time, AB is the account balance at the relevant time, and D is the
amount of the withdrawal.

         8.5. Vesting Election. If the Plan is amended to change any vesting
schedule, or is amended in any way that directly or indirectly affects the
computation of a Participant's vested percentage, each Participant who has
completed not less than three Years of Service may elect, within a reasonable
period after the adoption of the amendment or change, in a writing filed with
the Employer to have his vested percentage computed under the Plan without
regard to such amendment. For a Participant who is not credited with at least
one Hour of Service in a Plan Year beginning after December 31, 1988, the
preceding sentence shall be applied by substituting "five Years of Service" for
"three Years of Service." The period during which the election may be made shall
commence with the date the amendment


                                     - 47 -
<PAGE>   78
is adopted, or deemed to be made, and shall end on the latest 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.


                                     - 48 -
<PAGE>   79
ARTICLE 9. PAYMENT OF BENEFITS

         9.1. Distribution of Accounts. A Participant or Beneficiary who has
become eligible for a distribution of benefits pursuant to Article 7 may elect
to receive such benefits at any time, subject to the terms and conditions of
this Article 9, Article 10 and Article 11. Unless a Participant or Beneficiary
elects otherwise, distribution of benefits will begin no later than the 60th day
after the end of the Plan Year in which the latest of the following events
occurs:

                  (a) The Participant attains age 65 (or if earlier, the normal
         retirement age specified by the Employer in the Plan Agreement); or

                  (b) The tenth anniversary of the year in which the Participant
         commenced participation in the Plan; or

                  (c) The Participant's employment with the Affiliated Employers
         terminates.

A Beneficiary who is the surviving spouse of a Participant may elect to have
distribution of benefits begin within the 90-day period following the
Participant's death.

         For purposes of this Section 9.1, the failure of a Participant (and his
spouse, if spousal consent is required pursuant to Article 10) to consent to a
distribution while a benefit is "immediately distributable" within the meaning
of Section 9.2 shall be considered an election to defer commencement of payment.
If the Employer has so specified in the Plan Agreement, the vested portion of a
Participant's Accounts will be distributed in a lump sum in cash no later than
60 days after the end of the Plan Year in which his employment terminates, if at
the time the Participant first became entitled to a distribution the value of
such vested portion derived from Employer and Employee contributions does not
exceed $3,500. Commencement of distributions in any case shall be subject to
Section 9.4.

         9.2. Restriction on Immediate Distributions. A Participant's account
balance is considered "immediately distributable" if any part of the account
balance could be distributed to the Participant (or his surviving spouse) before
the Participant attains, or would have attained if not deceased, the later of
the normal retirement age specified in the Plan Agreement or age 62.

                  (a) If the value of a Participant's vested account balance
         derived from Employer and Employee contributions exceeds (or at the
         time of any prior distribution exceeded) $3,500, and the account
         balance is immediately distributable, the Participant and his spouse
         (or where either the Participant or the spouse has died), the survivor
         must consent to any such distribution, unless an exception described in
         paragraph (b) applies. The consent of the Participant and his spouse
         shall be obtained in writing within the 90-day period ending on the
         annuity starting date, which 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 spouse, no less


                                     - 49 -
<PAGE>   80
         than 30 days and no more than 90 days before the annuity starting date,
         of the right to defer any distribution until the Participant's account
         balance is no longer immediately distributable. Such notification shall
         include a general description of the material features of the optional
         forms of benefit available under the Plan and an explanation of their
         relative values, in a manner that would satisfy the notice requirements
         of Section 417(a)(3) of the Code. If a distribution is one to which
         Sections 401.(a)(11) and 417 of the Code do not apply, such
         distribution may commence less than 30 days after the required
         notification is given, provided that:

                           (1) 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

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

                  (b) Notwithstanding paragraph (a), only the Participant need
         consent to the commencement of a distribution in the form of a
         Qualified Joint and Survivor Annuity while the account balance is
         immediately distributable. Furthermore, if payment in the form of a
         Qualified Joint and Survivor Annuity is not required with respect to
         the Participant pursuant to Section 10.1.(b) of the Plan, only the
         Participant need consent to the distribution of an account balance that
         is immediately distributable. Neither the consent of the Participant
         nor the 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 the Plan, if the Plan does not offer an
         annuity option purchased from a commercial provider), and no Affiliated
         Employer maintains another defined contribution plan (other than an
         employee stock ownership plan as defined in Section 4975(e)(7) of the
         Code), a Participant's account balance shall be distributed to the
         Participant without his consent. If any Affiliated Employer maintains
         another defined contribution plan (other than an employee stock
         ownership plan as defined in Section 4975(e)(7) of the Code), a
         Participant's account balance shall be transferred to that defined
         contribution plan without his consent, unless he consents to an
         immediate distribution. For purposes of determining the applicability
         of the foregoing consent requirements to distributions made before the
         first day of the first Plan Year beginning after December 31, 1988,
         the Participant's vested account balance shall not include amounts
         attributable to accumulated deductible employee contributions within
         the meaning of Section 72(o)(5)(B) of the Code.

         9.3. Optional Forms of Distribution. Provided that the Employer has so
elected in the Plan Agreement, if at the time a Participant first becomes
entitled to a distribution the value of his vested Account balance derived from
Employer and Employee contributions does not exceed $3,500, distribution shall
be made in a lump sum in cash. Subject to the preceding sentence and to the
rules of Article 10 concerning joint and survivor annuities, a


                                     - 50 -
<PAGE>   81
Participant or Beneficiary may elect to receive benefits in any of the following
optional forms:

                  (a) A lump sum payment. If a Participant's Accounts are
         invested in Employer Stock, a lump sum payment may be made in cash or
         in Employer Stock or in a combination of both;

                  (b) A series of installments over a period certain that meets
         the requirements of Article 11;

                  (c) A nontransferable annuity contract, purchased by the Plan
         Administrator from a commercial provider, with terms complying with the
         requirements of Article 11; provided, however, that an annuity for the
         life of any person shall be available as an optional form of
         distribution only if the Employer has so elected in the Plan Agreement;
         or

                  (d) In the event that the Plan is adopted as an amendment to
         an existing plan, any optional form of distribution available under the
         existing plan. Such optional forms of distribution may be made
         available where necessary through the purchase by the Plan
         Administrator of an appropriate annuity contract in accordance with
         paragraph (c). If the Plan is a direct or indirect transferee of a
         defined benefit plan, money purchase plan, target benefit plan, stock
         bonus plan, or profit sharing plan which is subject to the survivor
         annuity requirements of Sections 401(a)(11) and 41.7 of the Code, the
         provisions of Article 10 shall apply.

         9.4. Distribution Procedure. The Trustee shall make or commence
distributions to or for the benefit of Participants only on receipt of an
instruction from the Employer in writing or by such other means as shall be
acceptable to the Trustee, certifying that a distribution of a Participant's
benefits is payable pursuant to the Plan, and specifying the time and manner of
payment. The amount to be distributed shall be determined as of the Valuation
Date coincident with or next following the Employer's order. The Trustee shall
be fully protected in acting upon the directions of the Employer in making
benefit distributions, and shall have no duty to determine the rights or
benefits of any person under the Plan or to inquire into the right or power of
the Employer to direct any such distribution. The Trustee shall be entitled to
assume conclusively that any determination by the Employer with respect to a
distribution meets the requirements of the Plan. The Trustee shall not be
required to make any payment hereunder in excess of the net realizable value of
the assets of the Account in question at the time of such payment, nor to make
any payment in cash unless the Employer has furnished instructions as to the
assets to be converted to cash for the purposes of making payment.

         9.5. Lost Distributee. In the event that the Plan Administrator is
unable with reasonable effort to locate a person entitled to distribution under
the Plan, the Accounts distributable to such a person shall become a Forfeiture
at the end of the third Plan Year


                                     - 51 -
<PAGE>   82
after the Plan Administrator's efforts to locate such person began; provided,
however, that the amount of the Forfeiture shall be restored in the event that
such person thereafter submits a claim for benefits under the Plan. Such
restoration will be made, first, from the amount of Forfeitures available for
reallocation as of the last day of the Plan Year in which the claim is made, to
the extent thereof; and to the extent that Forfeitures are not available or are
insufficient to restore the balance, from contributions made by the Employer
pursuant to Section 4.1(e). A Forfeiture occurring under this Section 9.5 shall
be reallocated as though it were an Employer contribution.

         9.6. Direct Rollovers. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this Section,
a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover. For purposes of this Section 9.6, the following definitions shall
apply:

                  (a) 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: 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 distributees and
         the distributee's Designated Beneficiary (as defined in Section 11.3),
         or for a specified period of ten years or more, any distribution to the
         extent such distribution is required under section 401(a)(9) of the
         Code, and the portion of any distribution that is not includible in
         gross income (determined without regard to the exclusion for net
         unrealized appreciation with respect to employer securities).

                  (b) 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.

                  (c) 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
         are distributees with regard to the interest of the spouse or former
         spouse.

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


                                     - 52 -
<PAGE>   83
         9.7. Distributions Required by a Qualified Domestic Relations Order. To
the extent required by a Qualified Domestic Relations Order, the Plan
Administrator shall make distributions from a Participant's Accounts to any
alternate payee named in such order in a manner consistent with the distribution
options otherwise available under the Plan, regardless of whether the
Participant is otherwise entitled to a distribution at such time under the Plan.


                                     - 53 -
<PAGE>   84
ARTICLE 10. JOINT AND SURVIVOR ANNUITY REQUIREMENTS

         10.1. Applicability.

                  (a) Generally. The provisions of Sections 10.2 through 10.5
         shall generally apply to a Participant who is credited with at least
         one Hour of Service on or after August 23, 1984, and such other
         Participants as provided in Section 10.6.

                  (b) Exception for Certain Plans. The provisions of Sections
         10.2 through 10.5 shall not apply to a Participant if: (i) the
         Participant does not or cannot elect payment of benefits in the form of
         a life annuity, and (ii) on the death of the Participant, his Vested
         Account Balance will be paid to his surviving spouse (unless there is
         no surviving spouse, or the surviving spouse has consented to the
         designation of another Beneficiary in a manner conforming to a
         Qualified Election) and the surviving spouse may elect to have
         distribution of the Vested Account Balance (adjusted in accordance with
         Section 13.4 for gains or losses occurring after the Participant's
         death) commence within the 90-day period following the date of the
         Participant's death. The Participant may waive the spousal death
         benefit described in this paragraph (b) at any time, provided that no
         such waiver shall be effective unless it satisfies the conditions
         applicable under Section 10.4(c) to a Participant's waiver of a
         Qualified Preretirement Survivor Annuity. The exception in this
         paragraph (b) shall not be operative with respect to a Participant in a
         profit sharing plan if the Plan:

                           (1) is a direct or indirect transferee of a defined
                  benefit plan, money purchase pension plan, target benefit
                  plan, stock bonus plan, or profit sharing plan which is
                  subject to the survivor annuity requirements of Sections
                  401(a)(11) and 417 of the Code; or

                           (2) is adopted as an amendment of a plan that did not
                  qualify for the exception in this paragraph (b) before the
                  amendment was adopted.

                  For purposes of this paragraph (b), Vested Account Balance
         shall have the meaning provided in Section 10.4(f). The provisions of
         Sections 10.2 through 10.6 set forth the survivor annuity requirements
         of Sections 401(a)(11) and 417 of the Code.

                  (c) Exception for Certain Amounts. The provisions of Sections
         10.2 through 10.5 shall not 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 or a target benefit plan, provided that the exceptions
         applicable to certain profit sharing plans under paragraph (b) are
         applicable with respect to the separate account (for this purpose,
         Vested Account Balance means the Participant's


                                     - 54 -
<PAGE>   85
         separate account balance attributable solely to accumulated deductible
         employee contributions within the meaning of Section 72(o)(5)(B) of the
         Code).

         10.2. 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. In either case, the Participant may elect to have such an annuity
distributed upon his attainment of the Earliest Retirement Age under the Plan.

         10.3. Qualified Preretirement Survivor Annuity. Unless an optional form
of benefit has been selected within the Election Period pursuant to a Qualified
Election, the Vested Account Balance of a Participant who dies before the
Annuity Starting Date shall be applied toward the purchase of an annuity for the
life of his surviving spouse (a "Qualified Preretirement Survivor Annuity"). The
surviving spouse may elect to have such an annuity distributed within a
reasonable period after the Participant's death. For purposes of this Article
10, the term "spouse" means the current spouse or surviving spouse of a
Participant, except 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.

         10.4. Definitions. The following definitions apply:

                  (a) "Election Period" means the period beginning on the first
         day of the Plan Year in which a Participant attains age 35 and ending
         on the date of the Participant's death. If a Participant separates from
         service before the first day of the Plan Year in which he reaches age
         35, the Election Period with respect to his account balance as of the
         date of separation shall begin on the date of separation. A Participant
         who will not attain age 35 as of the end of a Plan Year may make a
         special Qualified Election to waive the Qualified Preretirement
         Survivor Annuity for the period beginning on the date of such election
         and ending on the first day of the Plan Year in which the Participant
         will attain age 35. Such an 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 10.5. 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 that date shall be subject to the full
         requirements of this article.

                  (b) "Earliest Retirement Age" means the earliest date on which
         the Participant could elect to receive Retirement benefits under the
         Plan.

                  (c) "Qualified Election" means a waiver of a Qualified Joint
         and Survivor


                                     - 55 -
<PAGE>   86
         Annuity or a Qualified Preretirement Survivor Annuity. Any such waiver
         shall not be effective unless: (1) the Participant's spouse consents in
         writing to the waiver; (2) the waiver designates a specific
         Beneficiary, including any class of beneficiaries or any contingent
         beneficiaries, which may not be changed without spousal consent (unless
         the spouse's consent expressly permits designations by the Participant
         without any further spousal consent); (3) the spouse's consent
         acknowledges the effect of the waiver; and (4) 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 waiver designates a form of benefit payment
         which may not be changed without spousal consent (unless the spouse's
         consent 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 these provisions (and any establishment that
         the consent of a spouse may not be obtained) shall be effective only
         with respect to the particular spouse involved. A consent that permits
         designations by the Participant without any requirement of further
         consent by the spouse must acknowledge that the spouse has the right to
         limit the 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 those 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 10.5.

                  (d) "Qualified Joint and Survivor Annuity" means an immediate
         annuity for the life of a 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 that
         can be purchased with the Participant's Vested Account Balance. The
         percentage of the survivor annuity under the Plan shall be 50%.

                  (e) "Annuity Starting Date" means the first day of the first
         period for which an amount is paid as an annuity (or any other form).

                  (f) "Vested Account Balance" means the aggregate value of the
         Participant's vested account balance derived from Employer and 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 Article 10 shall apply to a
         Participant who is vested in amounts attributable to Employer
         contributions, Employee contributions or both at the time of death or
         distribution.

                  (g) "Straight life annuity" means an annuity payable in equal
         installments


                                     - 56 -
<PAGE>   87
         for the life of the Participant that terminates upon the Participant's
         death.

         10.5. Notice Requirements. In the case of a Qualified Joint and
Survivor Annuity, no less than 30 days (or such other period permitted by law)
and no more than 90 days before a Participant's Annuity Starting Date the Plan
Administrator shall provide to him a written explanation of (i) the terms and
conditions of a Qualified Joint and Survivor Annuity, (ii) the Participant's
right to make, and the effect of, an election to waive the Qualified Joint and
Survivor Annuity form of benefit, (iii) the rights of the Participant's spouse,
and (iv) the right to make, and the effect of, a revocation of a previous
election to waive the Qualified Joint and Survivor Annuity.

         In the case of a Qualified Preretirement Survivor Annuity, within the
applicable period for a Participant the Plan Administrator shall provide to him
a written explanation of the Qualified Preretirement Survivor Annuity, in terms
and manner comparable to the requirements applicable to the explanation of a
Qualified Joint and Survivor Annuity as described in the preceding paragraph.
The applicable period for a Participant is whichever of the following periods
ends last: (i) the period beginning with the first day of the Plan Year in
which the Participant attains age 32 and ending with the close of the Plan
Year preceding the Plan Year in which the Participant attains age 35; (ii) a
reasonable period ending after an individual becomes a Participant; (iii) a
reasonable period ending after this Article 10 first applies to the Participant.
Notwithstanding the foregoing, in the case of a Participant who separates from
service before attaining age 35, notice must be provided within a reasonable
period ending after his separation from service.

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

         10.6. Transitional Rules.

                  (a) Any living Participant not receiving benefits on August
         23, 1984, who would otherwise not receive the benefits prescribed by
         the preceding Sections of this Article 10, must be given the
         opportunity to elect to have those Sections apply if the Participant
         is credited with at least one Hour of Service under the Plan or a
         predecessor plan in a Plan Year beginning on or after January 1, 1976,
         and the Participant had at least ten years of vesting service when he
         or she separated from service.

                  (b) Any living Participant not receiving benefits on August
         23, 1984, who


                                     - 57 -
<PAGE>   88
         was credited with at least one Hour of Service under the Plan or a
         predecessor plan on or after September 2, 1974, and who is not
         otherwise credited with any service in a Plan Year beginning on or
         after January 1, 1976, must be given the opportunity to have his
         benefits paid in accordance with paragraph (d) of this Section 10.6.

                  (c) The respective opportunities to elect (as described in
         paragraphs (a) and (b) above) must be afforded to the appropriate
         Participants during the period commencing on August 23, 1984, and
         ending on the date benefits would otherwise commerce to be paid to
         those Participants.

                  (d) Any Participant who has so elected pursuant to paragraph
         (b) of this Section 10.6, and any Participant who does not elect under
         paragraph (a), or who meets the requirements of paragraph (a) except
         that he does not have at least ten years of vesting service when he
         separates from service, shall have his benefits distributed in
         accordance with all of the following requirements, if his benefits
         would otherwise have been payable in the form of a life annuity:

                           (1) Automatic joint and survivor annuity. If benefits
                  in the form of a life annuity become payable to a married
                  Participant who:

                                    (A) begins to receive payments under the
                           Plan on or after normal retirement age; or

                                    (B) dies on or after normal retirement age
                           while still working for the Employer; or

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

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

                  then such benefits will be received under the Plan in the form
                  of a Qualified Joint and Survivor Annuity, unless the
                  Participant has elected otherwise during the election period,
                  which must begin at least six months before the Participant
                  attains qualified early retirement age and end not more than
                  90 days before the commencement of benefits. Any election
                  hereunder will be in writing and may be changed by the
                  Participant at any time.

                           (2) Election of early survivor annuity. A Participant
                  who is employed after attaining the qualified early retirement
                  age will be given the opportunity to elect during the election
                  period to have a survivor annuity


                                     - 58 -
<PAGE>   89
                  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 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 (i) the 90th day before the Participant attains the
                  qualified early retirement age, or (ii) the date on which
                  participation begins, and ends on the date the Participant
                  terminates employment.

                           (3) For purposes of this Section 10.6, qualified
                  early retirement age is the latest of the earliest date under
                  the Plan on which the Participant may elect to receive
                  retirement benefits, the first day of the 120th month
                  beginning before the Participant reaches normal retirement
                  age, or the date the Participant begins participation.


                                     - 59 -
<PAGE>   90
ARTICLE 11. MINIMUM DISTRIBUTION REQUIREMENTS

      11.1. General Rules. Subject to Article 10, Joint and Survivor Annuity
Requirements, the requirements of this Article 11 shall apply to any
distribution of a Participant's interest and will take precedence over any
inconsistent provisions of the Plan. All distributions required under this
Article 11 shall be determined and made in accordance with the Income Tax
Regulations issued under Section 401(a)(9) of the Code (including proposed
regulations, until the adoption of final regulations), including the minimum
distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the
proposed regulations.

      11.2. 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, determined as follows.

            (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 his
            Retirement or his 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) Rules for 5% Owners. A Participant is treated as a 5% owner for


                                      -60-
<PAGE>   91
      purposes of this Section 11.2 if he 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 he attains age
      66 1/2, or any subsequent Plan Year. Once distributions have begun to a 5%
      owner under this Section 11.2, they must continue, even if the Participant
      ceases to be a 5% owner in a subsequent year.

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

            (a) the life of the Participant,

            (b) the life of the Participant and his Designated Beneficiary,

            (c) a period certain not extending beyond the Life Expectancy of the
      Participant, or

            (d) a period certain not extending beyond the Joint and Last
      Survivor Expectancy of the Participant and his Designated Beneficiary.

      "Designated Beneficiary" means the individual who is designated as the
Beneficiary under the Plan in accordance with Section 401(a)(9) of the Code and
the regulations issued thereunder (including proposed regulations, until the
adoption of final regulations) and Section 7.2.

      "Distribution Calendar Year" means a calendar year for which a minimum
distribution is required under Section 401(a)(9) of the Code and this Section
11.3. 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 11.5.

      "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 his
spouse, in the case of distributions described in Section 11.5(b)) by the time
distributions are required to begin, Life Expectancies shall be recalculated
annually. Any 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.

      11.4. 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


                                      -61-
<PAGE>   92
rules shall apply on or after the required beginning date. Paragraphs (a)
through (d) apply to distributions in forms other than the purchase of an
annuity contract.

            (a) If a Participant's Benefit (as defined below) 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 his 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 (as defined below).

            (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 paragraph (a) above as the
      relevant divisor, without regard to Proposed Regulations Section
      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.

            (e) If the Participant's Benefit is distributed in the form of an
      annuity contract 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 issued thereunder (including
      proposed regulations, until the adoption of final regulations).

      "Applicable Life Expectancy" means the Life Expectancy (or Joint and Last
Survivor Expectancy) calculated using the attained age of the Participant (or
Designated Beneficiary) as of the Participant's (or Designated Beneficiary's)
birthday in the applicable calendar year, reduced by one for each calendar year
which has elapsed since the date Life Expectancy was


                                      -62-
<PAGE>   93
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. If annuity
payments commence in accordance with Section 11.4(e) before the required
beginning date, the applicable calendar year is the year such payments commence.
If distribution is in the form of an immediate annuity purchased after the
Participant's death with the Participant's remaining interest in the Plan, the
applicable calendar year is the year of purchase.

      "Participant's Benefit" means the account balance as of the last valuation
date in the calendar year immediately preceding the Distribution Calendar Year
(valuation calendar year), increased by the amount of any contributions or
Forfeitures allocated to the 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. For purposes of the
preceding sentence, 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.

      11.5. Death Distribution Provisions.

            (a) Distribution Beginning before Death. If the Participant dies
      after distribution of his interest has begun, the remaining portion of his
      interest will continue to be distributed at least as rapidly as under the
      method of distribution being used before the Participant's death.

            (b) Distribution Beginning after Death. If the Participant dies
      before distribution of his interest begins, distribution of his 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 (1)
      or (2) below:

                  (1) If any portion of the Participant's interest is payable to
            a Designated Beneficiary, distributions may be made over the
            Designated Beneficiary's 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; or

                  (2) If the Designated Beneficiary is the Participant's
            surviving spouse, the date distributions are required to begin in
            accordance with (1) above shall not be earlier than the later of (i)
            December 31 of the calendar year immediately following the calendar
            year in which the Participant died,


                                      -63-
<PAGE>   94
            and (ii) December 31 of the calendar year in which the Participant
            would have attained age 70 1/2.

            If the Participant has not made an election pursuant to this Section
      11.5 by the time of his death, the Participant's Designated Beneficiary
      must elect the method of distribution no later than the earlier of (i)
      December 31 of the calendar year in which distributions would be required
      to begin under this Section 11.5, or (ii) 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.

            (c) For purposes of paragraph (b), if the surviving spouse dies
      after the Participant, but before payments to the spouse begin, the
      provisions of paragraph (b), with the exception of subparagraph (2)
      therein, shall be applied as if the surviving spouse were the Participant.

            (d) For purposes of this Section 11.5, any amount paid to a child of
      the Participant will be treated as if it had been paid to the surviving
      spouse of the Participant if the amount becomes payable to the surviving
      spouse when the child reaches the age of majority.

            (e) For the purposes of this Section 11.5, distribution of a
      Participant's interest is considered to begin on the Participant's
      required beginning date (or, if paragraph (c) above is applicable, the
      date distribution is required to begin to the surviving spouse pursuant to
      paragraph (b) above). If distribution in the form of an annuity contract
      described in Section 11.4(e) irrevocably commences to the Participant
      before the required beginning date, the date distribution is considered to
      begin is the date distribution actually commences.

      11.6. Transitional Rule. Notwithstanding the other requirements of this
Article 11, and subject to the requirements of Article 10, Joint and Survivor
Annuity Requirements, distribution on behalf of any Participant, including a 5%
owner, may be made in accordance with all of the following requirements
(regardless of when such distribution commences):

            (a) The distribution is one which would not have disqualified the
      Trust under Section 401(a)(9) of the Internal Revenue Code of 1954 as in
      effect before its 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 Trust is being
      distributed or, if the Employee is deceased, by a Beneficiary of the
      Employee.


                                      -64-
<PAGE>   95
            (c) The designation specified in paragraph (b) 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.

      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. 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 paragraphs (a) and (e).

      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 after the date distributions are required to begin,
the Trust 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 designation described in
paragraphs (b) through (e). 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 generally will be considered to be a revocation
of the designation, but 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 the 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 of an amount transferred or rolled over from one
plan to another plan, the rules in Q&A J-2 and Q&A J-3 of Section 1.401(a)(9)-1
of the Proposed Income Tax Regulations shall apply.


                                      -65-
<PAGE>   96
ARTICLE 12. WITHDRAWALS AND LOANS

      12.1. Withdrawals from Participant Contribution Accounts. Subject to the
requirements of Article 10, a Participant may upon written notice (or in such
other manner as shall be made available and agreed upon by the Employer and
Putnam) to the Employer withdraw any amount from his Participant Contribution
Account. A withdrawn amount may not be repaid to the Plan. No Forfeiture will
occur solely as a result of an Employee's withdrawal from a Participant
Contribution Account.

      12.2. Withdrawals on Account of Hardship.

            (a) If the Employer has so elected in the Plan Agreement, upon a
      Participant's written request (or in such other manner as shall be made
      available and agreed upon by the Employer and Putnam), the Plan
      Administrator may permit a withdrawal of funds from the vested portion of
      the Participant's Accounts on account of the Participant's financial
      hardship, which must be demonstrated to the satisfaction of the Plan
      Administrator, provided, that no hardship withdrawal shall be made from a
      Qualified Nonelective Contribution Account or Qualified Matching Account.
      In considering such requests, the Plan Administrator shall apply uniform
      standards that do not discriminate in favor of Highly Compensated
      Employees. If hardship withdrawals are permitted from more than one of the
      Elective Deferral Account, Rollover Account, Employer Matching Account,
      and Employer Contribution Account, they shall be made first from a
      Participant's Elective Deferral Account, then from his Rollover Account,
      then from his Employer Matching Account, and finally from his Employer
      Contribution Account, as applicable. A withdrawn amount may not be repaid
      to the Plan.

            (b) The maximum amount that may be withdrawn on account of hardship
      from an Elective Deferral Account after December 31, 1988, shall not
      exceed the sum of (1) the amount credited to the Account as of December
      31, 1988, and (2) the aggregate amount of the Elective Deferrals made by
      the Participant after December 31, 1988, and before the hardship
      withdrawal.

            (c) Hardship withdrawals shall be permitted only on account of the
      following financial needs:

                  (1) Expenses for medical care described in Section 213(d) of
            the Code for the Participant, his spouse, children and dependents,
            or necessary for these persons to obtain such care;

                  (2) Purchase of the principal residence of the Participant
            (excluding regular mortgage payments);

                  (3) Payment of tuition and related educational fees and room
            and


                                      -66-
<PAGE>   97
            board expenses for the upcoming 12 months of post-secondary
            education for the Participant, his spouse, children or dependents;
            or

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

            (d) Hardship withdrawals shall be subject to the spousal consent
      requirements contained in Sections 411(a)(11) and 417 of the Code, to the
      same extent that those requirements apply to a Participant pursuant to
      Section 10.1.

            (e) A hardship withdrawal will be made to a Participant only upon
      satisfaction of the following conditions:

                  (1) The Participant has obtained all nontaxable loans and all
            distributions other than hardship withdrawals available to him from
            all plans maintained by the Affiliated Employers;

                  (2) The hardship withdrawals does not exceed the amount of the
            Participant's financial need as described in paragraph (c) plus any
            amounts necessary to pay federal, state and local income taxes and
            penalties reasonably anticipated to result from the withdrawals;

                  (3) With respect to withdrawals from an Elective Deferral
            Account, all plans maintained by the Affiliated Employers provide
            that the Participant's Elective Deferrals and voluntary after-tax
            contributions will be suspended for a period of 12 months following
            his receipt of a hardship withdrawal; and

                  (4) With respect to withdrawals from an Elective Deferral
            Account, all plans maintained by the Affiliated Employers provide
            that the amount of Elective Deferrals that the Participant may make
            in his taxable year immediately following the year of a hardship
            withdrawal will not exceed the applicable limit under Section 402(g)
            of the Code for the taxable year, reduced by the amount of Elective
            Deferrals made by the Participant in the taxable year of the
            hardship withdrawal.

      12.3. Withdrawals After Reaching Age 59 1/2. If so specified by the
Employer in the Plan Agreement, a Participant who has reached age 59 1/2 may
upon written request to the Employer (or in such other manner as shall be made
available and agreed upon by the Employer and Putnam) withdraw during his
employment any amount not exceeding the vested balance of his Accounts. A
withdrawn amount may not be repaid to the Plan.

      12.4. Other Withdrawals. If so elected by the Employer in the Plan
Agreement, a Participant may make a withdrawal from his Employer Contribution
Account or Employer Matching Account for any reason upon written request to the
Employer (or in such other


                                      -67-
<PAGE>   98
manner as shall be made available and agreed upon by the Employer and Putnam),
provided that (a) the Participant has been a Participant for at least five
years, or (b) the withdrawal from such Account is limited to the excess of the
balance of such Account on the date of the withdrawal over the aggregate of the
amounts credited to such Account during the two year period immediately
preceding the date of such withdrawal. No such withdrawal shall exceed the
vested portion of the Participant's Account from which the withdrawal is made. A
withdrawn amount may not be repaid to the Plan.

      12.5. Loans. If the Employer has so elected in the Plan Agreement, the
Employer may direct the Trustee to make a loan to a Participant or Beneficiary
from the vested portion of his Accounts, subject to the following terms and
conditions and to such reasonable additional rules and regulations as the Plan
Administrator may establish for the orderly operation of the program:

            (a) The Plan Administrator shall administer the loan program subject
      to the terms and conditions of this Section 12.5.

            (b) A Participant's or Beneficiary's request for a loan shall be
      submitted to the Plan Administrator by means of a written application on a
      form supplied by the Plan Administrator (or in such other manner as shall
      be made available and agreed upon by the Employer and Putnam).
      Applications shall be approved or denied by the Plan Administrator on the
      basis of its assessment of the borrower's ability to collateralize and
      repay the loan, as revealed in the loan application.

            (c) Loans shall be made to all Participants and Beneficiaries on a
      reasonably equivalent basis. Loans shall not be made available to Highly
      Compensated Employees (as defined in Section 414(q) of the Code) in
      amounts greater than the amounts made available to other Employees
      (relative to the borrower's Account balance).

            (d) Loans must be evidenced by the Participant's promissory note for
      the amount of the loan payable to the order of the Trustee, and adequately
      secured by assignment of not more than fifty percent (50%) of the
      Participant's entire right, title and interest in and to the Trust Fund,
      exclusive of any asset as to which Putnam is not the Trustee.

            (e) Loans must bear a reasonable interest rate comparable to the
      rate charged by commercial lenders in the geographical area for similar
      loans. The Plan Administrator shall not discriminate among Participants in
      the matter of interest rates, but loans may bear different interest rates
      if, in the opinion of the Plan Administrator, the difference in rates is
      justified by conditions that would customarily be taken into account by a
      commercial lender in the Employer's geographical area.

            (f) The period for repayment for any loan shall not exceed five
      years,


                                      -68-
<PAGE>   99
      except in the case of a loan used to acquire a dwelling unit which within
      a reasonable time is to be used as the principal residence of the
      Participant, in which case the repayment period may exceed five years. The
      terms of a loan shall require that it be repaid in level payments of
      principal and interest not less frequently then quarterly throughout the
      repayment period, except that alternative arrangements for repayment may
      apply in the event that the borrower is on unpaid leave of absence for a
      period not to exceed one year.

            (g) To the extent that a Participant would be required under Article
      10 to obtain the consent of his spouse to a distribution of an immediately
      distributable benefit other than a Qualified Joint and Survivor Annuity,
      the consent of the Participant's spouse shall be required for the use of
      his Account as security for a loan. The spouse's consent must 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, and obtained in accordance with the
      requirements of Section 10.4(c) for a Qualified Election. Any such consent
      shall thereafter be binding on the consenting spouse and any subsequent
      spouse of the Participant. A new consent shall be required for use of the
      Account as security for any extension, renewal, renegotiation or revision
      of the original loan.

            (h) If valid spousal consent has been obtained in accordance with
      Section 12.5(g), then notwithstanding any other provision of the Plan the
      portion of the Participant's account balance 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 account balance (determined without regard to the
      preceding sentence) is payable to the surviving spouse, then the account
      balance shall be adjusted by first reducing the vested account balance by
      the amount of the security used as repayment of the loan, and then
      determining the benefit payable to the surviving spouse.

            (i) In the event of default on a loan by a Participant who is an
      active Employee, foreclosure on the Participant's Account as security will
      not occur until the Employer has reported to the Trustee the occurrence of
      an event permitting distribution from the Plan in accordance with Article
      9 or Section 5.13.

            (j) No loan shall be made to an Owner-Employee or a
      Shareholder-Employee unless a prohibited transaction exemption is obtained
      by the Employer.

            (k) No loan to any Participant or Beneficiary can be made to the
      extent that the amount of the loan, when added to the outstanding balance
      of all other loans to the Participant or Beneficiary, would exceed the
      lesser of (a) $50,000 reduced by the


                                      -69-
<PAGE>   100
      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) one-half the value of the vested account balance of the
      Participant. For the purpose of the above limitation, all loans from all
      qualified plans of the Affiliated Employers are aggregated.

            (1) Loans shall be considered investments directed by a Participant
      pursuant to Section 13.3. The amount loaned shall be charged solely
      against the Accounts of the Participant, and repaid amounts and interest
      shall be credited solely thereto.

      12.6. Procedure; Amount Available. Withdrawals and loans shall be made
subject to the terms and conditions applicable to distributions pursuant to
Section 9.4, except that the amount of any withdrawal or loan shall be
determined by reference to the vested balance of the Participant's Account as of
the most recent Valuation Date preceding the withdrawal or loan, and shall not
exceed the amount of the vested account balance.

      12.7. Protected Benefits. Notwithstanding any provision to the contrary,
if an Employer amends an existing retirement plan ("prior plan") by adopting
this Plan, to the extent any withdrawal option or form of payment available
under the prior plan is an optional form of benefit within the meaning of Code
Section 411(d)(6), such option or form of payment shall continue to be available
to the extent required by such Code Section.

      12.8. Restrictions Concerning Transferred Assets. Notwithstanding any
provision to the contrary, if an Employer amends an existing defined benefit or
money purchase pension plan ("prior pension plan") by adopting this Plan,
accrued benefits attributable to the assets and liabilities transferred from the
prior pension plan (which accrued benefits include the account balance of such
Participant in the Plan attributable to such accrued benefits as of the date of
the transfer and any earnings on such account balance subsequent to the
transfer) shall be distributable only on or after the events upon which
distributions are or were permissible under the prior pension plan.


                                      -70-
<PAGE>   101
ARTICLE 13. TRUST FUND AND INVESTMENTS

      13.1. Establishment of Trust Fund. The Employer and the Trustee hereby
agree to the establishment of a Trust Fund consisting of all amounts as shall be
contributed or transferred from time to time to the Trustee pursuant to the
Plan, and all earnings thereon. The Trustee shall hold the assets of the Trust
Fund for the exclusive purpose of providing benefits to Participants and
Beneficiaries and defraying the reasonable expenses of administering the Plan,
and no such assets shall ever revert to the Employer, except that:

            (a) contributions made by the Employer by mistake of fact, as
      determined by the Employer, may be returned to the Employer within one (1)
      year of the date of payment,

            (b) contributions that are conditioned on their deductibility under
      Section 404 of the Code may be returned to the Employer, to the extent
      disallowed, within one (1) year of the disallowance of the deduction,

            (c) contributions that are conditioned on the initial qualification
      of the Plan under the Code, and all investment gains attributable to them,
      may be returned to the Employer within one (1) year after such
      qualification is denied by determination of the Internal Revenue Service,
      but only if an application for determination of such qualification is made
      within the time prescribed by law for filing the Employer's federal income
      tax return for its taxable year in which the Plan is adopted, or such
      later date as the Secretary of the Treasury may prescribe, and

            (d) amounts held in a suspense account may be returned to the
      Employer on termination of the Plan, to the extent that they may not then
      be allocated to any Participant's Account in accordance with Article 6.

      All Employer contributions under the Plan other than those made pursuant
to Section 4.1 (e) are hereby expressly conditioned on the initial qualification
of the Plan and their deductibility under the Code. Investment gains
attributable to contributions returned pursuant to Subsections (a) and (b) shall
not be returned to the contributing Employer, and investment losses attributable
to such contributions shall reduce the amount returned.

      13.2. Management of Trust Fund. The assets of the Trust Fund shall be
held in trust by the Trustee and accounted for in accordance with this Article
13, and shall be invested in accordance with Section 13.3 in the Investment
Products specified by the Employer in the Plan Agreement and from time to time
thereafter in writing (or in such other manner as shall be made available and
agreed upon by the Employer and Putnam). The Employer shall have the exclusive
authority and discretion to select the Investment Products available under the
Plan. In making that selection, the Employer shall use the care, skill, prudence
and diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of like


                                      -71-
<PAGE>   102
character and with like aims. The Employer shall cause the available Investment
Products to be diversified sufficiently to minimize the risk of large losses,
unless under the circumstances it is clearly prudent not to do so. It is
especially intended that the Trustee shall have no discretionary authority to
determine the investment of Trust assets. Notwithstanding the foregoing, assets
of the Trust Fund shall also be invested in Employer Stock if so elected by the
Employer and agreed to by Putnam under the service agreement executed by the
Employer and Putnam pursuant to the establishment of the Plan.

      13.3. Investment Instructions. All amounts held in the Trust Fund under
the Plan shall be invested in Investment Products. If the Employer has elected
in the Plan Agreement to make investment decisions with respect to Elective
Deferrals, Participant Contributions, Rollover Contributions, Profit Sharing and
other Employer Contributions, Employer Matching Contributions, Deductible
Employee Contributions, Qualified Matching Contributions and/or Qualified
Nonelective Contributions, investment instructions as to the Accounts for such
contributions shall be the fiduciary responsibility of the Employer, and each of
such affected Accounts shall have a pro rata interest in all assets of the Trust
to which the Employer's instructions apply. To the extent the Employer has not
elected to make investment decisions for all of the Accounts of the Plan, then
assets of the Trust over which the Employer has not elected to make investment
decisions shall be invested solely in accordance with the instructions of the
Participant to whose Accounts they are allocable, as delivered to Putnam in
accordance with its service agreement with the Employer. Instructions shall
apply to future contributions, past accumulations, or both, according to their
terms, and shall be communicated by the Employer to Putnam in accordance with
procedures prescribed in the service agreement between the Employer and Putnam.
Instructions shall be effective prospectively, coincident with or within a
reasonable time after their receipt in good order by Putnam. An instruction once
received shall remain in effect until it is changed by the provision of a new
instruction. New instructions shall be accepted by Putnam at the time and in the
manner provided in the Plan Agreement. To the extent any assets of the Trust are
to be invested solely in accordance with the instructions of the Participants,
the Plan is intended to constitute a plan described in section 404(c) of ERISA
and Title 29 of the Code of Federal Regulations section 2550.404c-1. In such
case, the Employer shall be the Plan fiduciary responsible for providing the
Participants with all information required to be given pursuant to ERISA section
404(c) and Title 29 of the Code of Federal Regulations section 2550.404c-1.

      In the event that the Employer adopts a Putnam prototype plan as an
amendment to or restatement of an existing plan, the Employer shall specify one
or more Investment Products to serve as the sole investments for all
Participants' Accounts during the period in which existing records of the Plan
are transferred to the Recordkeeper. During that period, new investment
instructions as to existing assets of the Plan cannot be carried out, nor can
distributions be made from the Plan except to the extent permitted under the
terms of the service agreement between the Employer and Putnam. The Employer and
the Recordkeeper shall use their best efforts to minimize the duration of the
period to which the preceding sentence applies.


                                      -72-
<PAGE>   103
      To the extent specifically authorized and provided in the service
agreement between the Employer and Putnam, the Employer may direct the Trustee
to establish as an Investment Product a fund all of the assets of which shall be
invested in shares of stock of the Employer that constitute "qualifying employer
securities" within the meaning of section 407(d)(5) of ERISA ("Employer Stock").
The Plan Administrator as named fiduciary shall continually monitor the
suitability of acquiring and holding Employer Stock under the fiduciary duty
rules of section 404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA)
and the requirements of section 404(c) of ERISA, and shall be responsible for
ensuring that the procedures relating to the purchase, holding and sale of
Employer Stock, and the exercise of any and all rights with respect to such
Employer Stock shall be in accordance with section 404(c) of ERISA unless the
Employer retains voting, tender or similar rights with respect to the Employer
Stock. The Trustee shall not be liable for any loss, or by reason of any breach,
which arises from the direction of the Plan Administrator with respect to the
acquisition and holding of Employer Stock. The Employer shall be responsible for
determining whether, under the circumstances prevailing at a given time, its
fiduciary duty to Plan Participants and Beneficiaries under the Plan and ERISA
requires that the Employer follow the advice of independent counsel as to the
voting and tender or retention of Employer Stock.

      Putnam shall be under no duty to question or review the directions given
by the Employer or to make suggestions to the Employer in connection therewith.
Putnam shall not be liable for any loss, or by reason of any breach, that arises
from the Employer's exercise or non-exercise of rights under this Article 13, or
from any direction of the Employer unless it is clear on the face of the
direction that the actions to be taken under the direction are prohibited by
the fiduciary duty rules of Section 404(a) of ERISA. All interest, dividends and
other income received with respect to, and any proceeds received from the sale
or other disposition of, securities or other property held in an investment fund
shall be credited to and reinvested in such investment fund, and all expenses of
the Trust that are properly allocated to a particular investment fund shall be
so allocated and charged. The Employer may at any time direct Putnam to
eliminate any investment fund or funds, and Putnam shall thereupon dispose of
the assets of such investment fund and reinvest the proceeds thereof in
accordance with the directions of the Employer.

      Neither the Employer nor the Trustee nor Putnam shall be responsible for
questioning any instructions of a Participant or for reviewing the investments
selected therein, or for any loss resulting from instructions of a Participant
or from the failure of a Participant to provide or to change instructions.
Neither Putnam nor the Trustee shall have any duty to question any instructions
received from the Employer or a Participant or to review the investments
selected thereby, nor shall Putnam or the Trustee be responsible for any loss
resulting from instructions received from the Employer or a Participant or from
the failure of the Employer or a Participant to provide or to change
instructions. In the event that Putnam or the Trustee receives a contribution
under the Plan as to which no instructions are delivered, or such instructions
as are delivered are unclear to Putnam or the Trustee, such contribution shall
be invested until clear instructions are received in the default investment
option set forth in the


                                      -73-
<PAGE>   104
service agreement between the Employer and Putnam, or if no such option is so
set forth, the Employer, by execution of the Plan Agreement, shall affirmatively
elect to have such contributions invested in the Putnam Money Market Fund.
Neither Putnam nor the Trustee shall have any discretionary authority or
responsibility in the investment of the assets of the Trust Fund.

     13.4. Valuation of the Trust Fund. As of each Valuation Date, the Trustee
shall determine the fair market value of the Trust Fund, and the net earnings or
losses and expenses of the Trust Fund for the period elapsed since the most
recent previous Valuation Date shall be allocated among the Accounts of
Participants. Earnings, losses and expenses which pertain to investments which
are specifically held for a given Participant's Account shall be allocated
solely to that Account. In the event that an investment is not specifically held
for a given Participant's Account, the earnings, losses and expenses pertaining
to that investment shall be allocated among all Participants' Accounts in the
ratio that each such Account bears to the total of all Accounts of all
Participants. Each Participant's Accounts shall be adjusted pursuant to this
Section 13.4 until such time as they are either fully distributed or forfeited,
regardless of whether the Participant continues to be an Employee.

      13.5. Distributions on Investment Company Shares. Subject to Section 9.3,
all dividends and capital gains or other distributions received on any
Investment Company Shares credited to Participant's Account will (unless
received in additional Investment Company Shares) be reinvested in full and
fractional shares of the same Investment Company at the price determined as
provided in the then current prospectus of the Investment Company. The shares so
received or purchased upon such reinvestment will be credited to such accounts.
If any dividends or capital gain or other distributions may be received on such
Investment Company Shares at the election of the shareholder in additional
shares or in cash or other property, the Trustee will elect to receive such
dividends or distributions in additional Investment Company Shares.

      13.6. Registration and Voting of Investment Company Shares. All
Investment Company Shares shall be registered in the name of the Trustee or its
nominee. Subject to any requirements of applicable law, the Trustee will
transmit to the Employer copies of any notices of shareholders' meetings,
proxies and proxy-soliciting materials, prospectuses and the annual or other
reports to shareholders, with respect to Investment Company Shares held in the
Trust Fund. The Trustee shall act in accordance with directions received from
the Employer with respect to matters to be voted upon by the shareholders of the
Investment Company. Such directions must be in writing on a form approved by the
Trustee, signed by the Employer and delivered to the Trustee within the time
prescribed by it. The Trustee will not vote Investment Company Shares as to
which it receives no written directions.

      13.7. Investment Manager. The Employer, with the consent of Putnam, may
appoint an investment manager, as defined in Section 3(38) of ERISA with respect
to all or a portion of the assets of the Trust Fund. The Trustee shall have no
liability in connection with any action or nonaction pursuant to directions of
such an investment manager.


                                      -74-
<PAGE>   105
      13.8. Employer Stock.

            (a) Voting Rights. Notwithstanding any other provision of the Plan,
      the provisions of this Section 13.8(a) shall govern the voting of Employer
      Stock held by Putnam as Trustee under the Plan. The Trustee shall vote
      Employer Stock in accordance with the directions of the Employer unless
      the Employer has elected in the Plan Agreement that Participants shall be
      appointed named fiduciaries as to the voting of Employer Stock and shall
      direct the Trustee as to the voting of Employer Stock in accordance with
      the provisions of this Section 13.8(a). In either case, the Employer
      shall be responsible for determining whether, under the circumstances
      prevailing at a given time, its fiduciary duty to Participants and
      Beneficiaries under the Plan and ERISA requires that the Employer follow
      the advice of independent counsel as to the voting of Employer Stock. The
      remainder of this Section 13.8(a) applies only if the Employer elects in
      the Plan Agreement that Participants shall direct the Trustee as to the
      voting of Employer Stock. For purposes of this Section 13.8(a), the term
      "Participant" includes any Beneficiary with an Account in the Plan which
      is invested in Employer Stock.

            When the issuer of Employer Stock files preliminary proxy
      solicitation materials with the Securities and Exchange Commission, the
      Employer shall cause a copy of all the materials to be simultaneously sent
      to the Trustee, and the Trustee shall prepare a voting instruction form
      based upon these materials. At the time of mailing of notice of each
      annual or special stockholders' meeting of the issuer of Employer Stock,
      the Employer shall cause a copy of the notice and all proxy solicitation
      materials to be sent to each Participant, together with the foregoing
      voting instruction form to be returned to the Trustee or its designee. The
      form shall show the number of full and fractional shares of Employer Stock
      credited to the Participant's Accounts, whether or not vested. For
      purposes of this Section 13.8(a), the number of shares of Employer Stock
      deemed credited to a Participant's Accounts shall be determined as of the
      date of record determined by the Employer for which an allocation has been
      completed and Employer Stock has actually been credited to Participant's
      Accounts. Procedures for the execution of purchases and sales of Employer
      Stock shall be as set forth in the service agreement between the Employer
      and Putnam. The Employer shall provide the Trustee with a copy of any
      materials provided to Participants and shall certify to the Trustee that
      the materials have been mailed or otherwise sent to Participants.

            Each Participant shall have the right to direct the Trustee as to
      the manner in which to vote that number of shares of Employer Stock held
      under the Plan (whether or not vested) equal to a fraction, of which the
      numerator is the number of shares of Employer Stock credited to his
      Account and the denominator is the number of shares of Employer Stock
      credited to all Participants' Accounts. Such directions shall be
      communicated in writing (or in such other manner as shall be made
      available and


                                      -75-
<PAGE>   106
      agreed upon by the Employer and Putnam) and shall be held in confidence by
      the Trustee and not divulged to the Employer, or any officer or employee
      thereof, or any other persons. Upon its receipt of directions, the Trustee
      shall vote the shares of Employer Stock as directed by the Participant.
      The Trustee shall not vote those shares of Employer Stock credited to the
      Accounts of Participants for which no voting directions are received. With
      respect to shares of Employer Stock held in the Trust which are not
      credited to a Participant's Account, the Plan Administrator shall retain
      the status of named fiduciary and shall direct the voting of such Employer
      Stock.

            (b) Tendering Rights. Notwithstanding any other provision of the
      Plan, the provisions of this Section 13.8(b) shall govern the tendering of
      Employer Stock by Putnam as Trustee under the Plan. In the event of a
      tender offer, the Trustee shall tender Employer Stock in accordance with
      the directions of the Employer unless the Employer has elected in the Plan
      Agreement that Participants shall be appointed named fiduciaries as to the
      tendering of Employer Stock in accordance with the provisions of this
      Section 13.8(b). The remainder of this Section 13.8(b) applies only if the
      Employer elects in the Plan Agreement that Participants shall direct the
      Trustee as to the tendering of Employer Stock. For purposes of this
      Section 13.8(b), the term "Participant" includes any Beneficiary with an
      Account in the Plan which is invested in Employer Stock.

            Upon commencement of a tender offer for any Employer Stock, the
      Employer shall notify each Plan Participant, and use its best efforts to
      distribute timely or cause to be distributed to Participants the same
      information that is distributed to shareholders of the issuer of Employer
      Stock in connection with the tender offer, and after consulting with the
      Trustee shall provide at the Employer's expense a means by which
      Participants may direct the Trustee whether or not to tender the Employer
      Stock credited to their Accounts (whether or not vested). The Employer
      shall provide to the Trustee a copy of any material provided to
      Participants and shall certify to the Trustees that the materials have
      been mailed or otherwise sent to Participants.

            Each Participant shall have the right to direct the Trustee to
      tender or not to tender some or all of the shares of Employer Stock
      credited to his Accounts. Directions from a Participant to the Trustee
      concerning the tender of Employer Stock shall be communicated in writing
      (or in such other manner as shall be made available and agreed upon by the
      Employer and Putnam) as is agreed upon by the Trustees and the Employer.
      The Trustee shall tender or not tender shares of Employer Stock as
      directed by the Participant. A Participant who has directed the Trustee to
      tender some or all of the shares of Employer Stock credited to his
      Accounts may, at any time before the tender offer withdrawal date, direct
      the Trustee to withdraw some or all of the tendered shares, and the
      Trustee shall withdraw the directed number of shares from the tender offer
      before the tender offer withdrawal deadline. A Participant shall not be
      limited as to the number of directions to tender or withdraw that he may
      give to the Trustee. The Trustee shall not tender shares of Employer


                                      -76-
<PAGE>   107
      Stock credited to a Participant's Accounts for which it has received no
      directions from the Plan Participant. The Trustee shall tender that
      number of shares of Employer Stock not credited to Participants' Accounts
      determined by multiplying the total number of such shares by a fraction,
      the numerator of which is the number of shares of Employer Stock credited
      to Participants' Accounts for which the Trustee has received directions
      from Participants to tender (which directions have not been withdrawn as
      of the date of this determination), and the denominator of which is the
      total number of shares of Employer Stock credited to Participants'
      Accounts.

            A direction by a Participant to the Trustee to tender shares of
      Employer Stock credited to his Accounts shall not be considered a written
      election under the Plan by the Participant to withdraw or to have
      distributed to him any or all of such shares. The Trustee shall credit to
      each Account of the Plan Participant from which the tendered shares were
      taken the proceeds received by the Trustee in exchange for the shares of
      Employer Stock tendered from that Account. Pending receipt of directions
      through the Administrator from the Participant as to the investment of
      the proceeds of the tendered shares, the Trustee shall invest the proceeds
      as the Administrator shall direct. To the extent that any Participant
      gives no direction as to the tendering of Employer stock that he has the
      right to direct under this Section 13.8(a), the Trustee shall not tender
      such Employer Stock.

            (c) Other Rights. With respect to all rights in connection with
      Employer Stock other than the right to vote and the right to tender,
      Participants are hereby appointed named fiduciaries to the same extent (if
      any) as provided in the foregoing paragraphs of this Section 13.8 with
      regard to the right to vote, and the Trustee shall follow the directions
      of Participants and the Plan Administrator with regard to the exercise of
      such rights to the same extent as with regard to the right to vote.

      13.9. Insurance Contracts. If so provided in the Plan Agreement or other
agreement between the Employer and the Trustee, the Plan Administrator may
direct the Trustee to receive and hold or apply assets of the Trust to the
purchase of individual or group insurance or annuity contracts ("policies" or
"contracts") issued by any insurance company and in a form approved by the Plan
Administrator (including contracts under which the contract holder is granted
options to purchase insurance or annuity benefits), or financial agreements
which are backed by group insurance or annuity contracts ("financial
agreements"). If such investments are to be made, the Plan Administrator shall
direct the Trustee to execute and deliver such applications and other documents
as are necessary to establish record ownership, to value such policies,
contracts or financial agreements under the method of valuation selected by the
Plan Administrator, and to record or report such values to the Plan
Administrator or any investment manager selected by the Plan Administrator, in
the form and manner agreed to by the Plan Administrator.

      The Plan Administrator may direct the Trustee to exercise or may exercise
directly the powers of contract holder under any policy, contract or financial
agreement, and the


                                      -77-
<PAGE>   108
Trustee shall exercise such powers only upon direction of the Plan
Administrator. The Trustee shall have no authority to act in its own discretion,
with respect to the terms, acquisition, valuation, continued holding and/or
disposition of any such policy, contract or financial agreement or any asset
held thereunder. The Trustee shall be under no duty to question any direction of
the Plan Administrator or to review the form of any such policy, contract or
financial agreement or the selection of the issuer thereof, or to make
recommendations to the Plan Administrator or to any issuer with respect to the
form of any such policy, contract or financial agreement.

      The Trustee shall be fully protected in acting in accordance with written
directions of the Plan Administrator, and shall be under no liability for any
loss of any kind which may result by reason of any action taken or omitted by it
in accordance with any direction of the Plan Administrator, or by reason of
inaction in the absence of written directions from the Plan Administrator. In
the event that the Plan Administrator directs that any monies or property be
paid or delivered to the contract holder other than for the benefit of specific
individual beneficiaries, the Trustee agrees to accept such monies or property
as assets of the Trust subject to all the terms hereof.

      13.10. Registration and Voting of Non-Putnam Investment Company Shares.
All shares of registered investment companies other than Investment Companies
shall be registered in the name of the Trustee or its nominee. Subject to any
requirements of applicable law and to the extent provided in an agreement
between Putnam and a third party investment provider, the Trustee shall transmit
to the Employer copies of any notices of shareholders' meetings, proxies or
proxy-soliciting materials, prospectuses or the annual or other reports to
shareholders, with respect to shares of registered investment companies other
than Investment Companies held in the Trust Fund. Notwithstanding any other
provision of the Plan, the Trustee shall vote shares of registered investment
companies other than Investment Companies in accordance with the directions of
the Employer. Directions as to voting such shares must be in writing on a form
approved by the Trustee or such other manner acceptable to the Trustee, signed
by the Employer and delivered to the Trustee within the time prescribed by it.
The Trustee shall vote those shares of registered investment companies other
than Investment Companies for which no voting directions are received in the
same proportion as it votes those shares for which it has received voting
directions.


                                      -78-
<PAGE>   109
ARTICLE 14. TOP-HEAVY PLANS

      14.1. Superseding Effect. For any Plan Year in which Plan is determined to
be a Top-Heavy Plan under Section 14.2(b), the provisions of this Article 14
will supersede any conflicting provisions in the Plan or the Plan Agreement.

      14.2. Definitions. For purposes of this Article 14, the terms below shall
be defined as follows:


            (a) Key Employee means any Employee or former Employee (and the
      Beneficiaries of such Employee) who at any time during the determination
      period was: (i) an officer of the Employer having annual compensation
      greater than 50% of the amount in effect under Section 415(b)(1)(A) of
      the Code; (ii) an owner (or considered an owner under Section 318 of the
      Code) of one of the ten largest interests in the Employer having annual
      compensation exceeding the dollar limitation under Section 415(c)(1)(A) of
      the Code; (iii) a 5% owner of the Employer; or (iv) a 1% owner of the
      Employer having annual compensation of more than $150,000. Annual
      compensation means compensation satisfying the definition elected by the
      Employer in the Plan Agreement, but including (i) 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(a)(8),
      Section 402(h) or Section 403(b) of the Code, and (ii) amounts of special
      pay such as overtime, bonuses and commissions which are excluded from the
      definition of Compensation in the Plan Agreement. The determination
      period is the Plan Year containing the Determination Date and the four
      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.

            (b) Top-Heavy: The Plan is Top-Heavy for any Plan Year if any of the
      following conditions exists:

                  (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 a part of a Required Aggregation Group of
            plans but not part of a Permissive Aggregation Group and the
            Top-Heavy Ratio for the group of plans exceeds 60%.

                  (3) If this plan is 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%.

            (c) Top-Heavy Ratio means the following:


                                      -79-
<PAGE>   110
         (1) If the Employer maintains one or more qualified defined
contribution plans (or any simplified employee pension plan) and the Employer
has not maintained any qualified 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 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 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 qualified defined
contribution plans (or any simplified employee pension plan) and the Employer
maintains or has maintained one or more qualified 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 qualified 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 qualified 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
qualified defined contributions plan or plans for all Participants, determined
in accordance with (1) above, and the Present Value of accrued benefits under
the qualified 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

                                     - 80 -
<PAGE>   111
                prior Plan Year, or (B) who has not been credited with at least
                one Hour of Service for the Employer 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.

                  (d) Permissive Aggregation Group means the Required
         Aggregation Group of plans plus any other qualified plan or plans (or
         simplified employee pension plan) 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.

                  (e) Required Aggregation Group means (i) each qualified plan
         of the Employer in which at least one Key Employee participates or
         participated at any time during the determination period (regardless of
         whether the Plan has terminated) and (ii) any other qualified plan of
         the Employer which enables a plan described in (i) to meet the
         requirements of Section 401(a)(4) or 410 of the Code.

                  (f) Determination Date means, for any Plan Year subsequent to
         the first Plan Year, the last day of the preceding Plan Year. For the
         first Plan Year of the Plan, the Determination Date is the last day of
         that Plan Year.

                  (g) Valuation Date means the last day of the Plan Year.

                  (h) Present Value means present value based only on the
         interest and mortality rates specified by the Employer in the Plan
         Agreement.

         14.3. Minimum Allocation.

                  (a) Except as otherwise provided in paragraphs (c) and (d)
         below, the Employer contributions and Forfeitures allocated on behalf
         of any Participant who is not a Key Employee shall not be less than the
         lesser of 3% of such Participant's Earnings, or in the case where the
         Employer has no defined benefit plan which

                                     - 81 -
<PAGE>   112
         designates this Plan to satisfy Section 401 of the Code, the largest
         percentage of Employer contributions and Forfeitures, as a percentage
         of the Key Employee's Earnings, allocated on behalf of any Key Employee
         for that year. The minimum allocation is determined without regard to
         any Social Security contribution. This minimum allocation shall be made
         even though, under other Plan provisions, the Participant would not
         otherwise be entitled to receive an allocation, or would have received
         a lesser allocation of the Employer's contributions and Forfeitures for
         the Plan Year because of (1) the Participant's failure to be credited
         with at least 1,000 Hours of Service, or (2) the Participant's failure
         to make mandatory Employee contributions to the Plan, or (3) the
         Participant's receiving Earnings less than a stated amount. Neither
         Elective Deferrals, Employer Matching Contributions nor Qualified
         Matching Contributions for non-Key Employees shall be taken into
         account for purposes of satisfying the requirement of this Section
         14.3(a).

                  (b) For purposes of computing the minimum allocation, Earnings
         will mean Section 415 Compensation as defined in Section 6.5(b) of the
         Plan.

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

                  (d) The provision in paragraph (a) above shall not apply to
         any Participant to the extent he is covered under any other plan or
         plans of the Employer, and the Employer has provided in the Plan
         Agreement that the minimum allocation requirement applicable to
         Top-Heavy Plans will be met in the other plan or plans. Notwithstanding
         the foregoing, if the Employer has adopted Putnam paired plans (as
         described in Section 4.6) and the Participant is eligible to
         participate in both paired plans, the minimum allocation described in
         paragraph (a) shall be provided by the Putnam Money Purchase Pension
         Plan.

                  (e) The minimum allocation required (to the extent required to
         be nonforfeitable under Section 416(b) of the Code) may not be
         forfeited under Sections 411(a)(3)(B) or (D) of the Code.

         14.4. Adjustment of Fractions. For any Plan Year in which the Plan is
Top-Heavy, the Defined Benefit Fraction and the Defined Contribution Fraction
described in Article 6 shall each be computed using 100% of the dollar
limitations specified in Sections 415(b)(1)(A) and 415(c)(1)(A) instead of 125%.
The foregoing requirement shall not apply if the Top-Heavy Ratio does not
exceed 90% and the Employer has elected in the Plan Agreement to provide
increased minimum allocations or benefits satisfying Section 416(h)(2) of the
Code.

         14.5. Minimum Vesting Schedules. For any Plan Year in which this Plan
is Top-Heavy (and, if the Employer so elects in the Plan Agreement, for any
subsequent Plan Year), a minimum vesting schedule will automatically apply to
the Plan, as follows:

                                     - 82 -
<PAGE>   113
                  (a) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule 100% immediate vesting, the Three-Year
         Cliff, Five-Year Graded or Six-Year Graded schedule, then the schedule
         selected in the Plan Agreement shall continue to apply for any Plan
         Year to which this Section 14.5 applies.

                  (b) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule the Five-Year Cliff schedule, then the
         Three-Year Cliff schedule shall apply in any Plan Year to which this
         Section 14.5 applies.

                  (c) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule the Seven-Year Graded schedule, then
         the Six-Year Graded schedule shall apply in any Plan Year to which this
         Section 14.5 applies.

                  (d) If the Employer has selected in the Plan Agreement as the
         Plan's regular vesting schedule a schedule other than those described
         in paragraphs (a), (b) and (c), then the Top-Heavy schedule specified
         by the Employer in the Plan Agreement for this purpose shall apply in
         any Plan Year to which this Section 14.5 applies.

         The minimum vesting schedule applies to all benefits within the meaning
of Section 411(a)(7) of the Code except those attributable to Elective
Deferrals, rollover contributions described in Section 4.5, Qualified Matching
Contributions, Qualified Nonelective Contributions, or Participant
Contributions, but including benefits accrued before the effective date of
Section 416 of the Code and benefits accrued before the Plan became Top-Heavy.
Further, no reduction in a Participant's nonforfeitable percentage may occur in
the event the Plan's status as Top-Heavy changes for any Plan Year. However, the
vested portion of the Employer Contribution Account or Employer Matching Account
of any Employee who does not have an Hour of Service after the Plan has
initially become Top-Heavy will be determined without regard to this Section
14.5.

                                     - 83 -
<PAGE>   114
ARTICLE 15. ADMINISTRATION OF THE PLAN

         15.1. Plan Administrator. The Plan shall be administered by the
Employer, as Plan Administrator and Named Fiduciary within the meaning of
ERISA, under rules of uniform application; provided, however, that the Plan
Administrator's duties and responsibilities may be delegated to a person
appointed by the Employer or a committee established by the Employer for that
purpose, in which case the committee shall be the Plan Administrator and Named
Fiduciary. The members of such a committee shall act by majority vote, and may
by majority vote authorize any one or ones of their number to act for the
committee. The person or committee (if any) initially appointed by the Employer
may be named in the Plan Agreement, but the Employer may remove any such person
or committee member by written notice to him, and any such person or committee
may resign by written notice to the Employer, without the necessity of amending
the Plan Agreement. To the extent permitted under applicable law, the Plan
Administrator shall have the sole authority to enforce the terms hereof on
behalf of any and all persons having or claiming any interest under the Plan,
and shall be responsible for the operation of the Plan in accordance with its
terms. The Plan Administrator shall have discretionary authority to determine
all questions arising out of the administration, interpretation and application
of the Plan, all of which determinations shall be conclusive and binding on all
persons. The Plan Administrator, in carrying out its responsibilities under the
Plan, may rely upon the written opinions of its counsel and on certificates of
physicians. Subject to the provisions of the Plan and applicable law, the Plan
Administrator shall have no liability to any person as a result of any action
taken or omitted hereunder by the Plan Administrator.

         15.2. Claims Procedure. Claims for participation in or distribution of
benefits under the Plan shall be made in writing to the Plan Administrator, or
an agent designated by the Plan Administrator whose name shall have been
communicated to all Participants and other persons as required by law. If any
claim so made is denied in whole or in part, the claimant shall be furnished
promptly by the Plan Administrator with a written notice:

                  (a) setting forth the reason for the denial,

                  (b) making reference to pertinent Plan provisions,

                  (c) describing any additional material or information from
         the claimant which is necessary and why, and

                  (d) explaining the claim review procedure set forth herein.

         Within 60 days after denial of any claim for participation or
distribution under the Plan, the claimant may request in writing a review of the
denial by the Plan Administrator. Any claimant seeking review hereunder shall be
entitled to examine all pertinent documents and to submit issues and comments in
writing. The Plan Administrator shall render a decision on review hereunder;
provided, that if the Plan Administrator determines that a

                                     - 84 -
<PAGE>   115
hearing would be appropriate, its decision on review shall be rendered within
120 days after receipt of the request for review. The decision on review shall
be in writing and shall state the reason for the decision, referring to the Plan
provisions upon which it is based.

         15.3. Employer's Responsibilities. The Employer shall be responsible
for:

                  (a) Keeping records of employment and other matters containing
         all relevant data pertaining to any person affected hereby and his
         eligibility to participate, allocations to his Accounts, and his
         other rights under the Plan;

                  (b) Periodic, timely filing of all statements, reports and
         returns required to be filed by ERISA;

                  (c) Timely preparation and distribution of disclosure
         materials required by ERISA;

                  (d) Providing notice to interested parties as required by
         Section 7476 of the Code;

                  (e) Retention of records for periods required by law; and

                  (f) Seeing that all persons required to be bonded on account
         of handling assets of the Plan are bonded.

         15.4. Recordkeeper. The Recordkeeper is hereby designated as agent of
the Employer under the Plan to perform directly or through agents certain
ministerial duties in connection with the Plan, in particular:

                  (a) To keep and regularly furnish to the Employer a detailed
         statement of each Participant's Accounts, showing contributions thereto
         by the Employer and the Participant, Investment Products purchased
         therewith, earnings thereon and Investment Products purchased
         therewith, and each redemption or distribution made for any reason,
         including fees or benefits; and

                  (b) To the extent agreed between the Employer and the
         Recordkeeper, to prepare for the Employer or to assist the Employer to
         prepare such returns, reports or forms as the Employer shall be
         required to furnish to Participants and Beneficiaries or other
         interested persons and to the Internal Revenue Service or the
         Department of Labor; all as may be more fully set forth in a service
         agreement executed by the Employer and the Recordkeeper. If the
         Employer does not appoint another person or entity as Recordkeeper, the
         Employer itself shall be the Recordkeeper.

         15.5. Prototype Plan. Putnam is the sponsor of the Putnam Basic Plan
Document, a prototype plan approved as to form by the Internal Revenue Service.
Provided that an

                                     - 85 -
<PAGE>   116
Employer's adoption of the Plan is made known to and accepted by Putnam in
accordance with the Plan Agreement, Putnam will inform the Employer of
amendments to the prototype plan and provide such other services in connection
with the Plan as may be agreed between Putnam and the Employer. Putnam may
impose for its services as sponsor of the prototype plan such fees as it may
establish from time to time in a fee schedule addressed to the Employer. Such
fees shall, unless paid by the Employer, be paid from the Trust Fund, and shall
in that case be charged pro rata against the Accounts of all Participants. The
Trustee is expressly authorized to cause Investment Products to be sold or
redeemed for the purpose of paying such fees.

                                     - 86 -
<PAGE>   117
ARTICLE 16. TRUSTEE

         16.1. Powers and Duties of the Trustee. The Trustee shall have the
authority, in addition to any authority given by law, to exercise the following
powers in the administration of the Trust:

                  (a) To invest all or a part of the Trust Fund in Investment
         Products in accordance with the investment instructions delivered by
         the Employer pursuant to Section 13.3, without restriction to
         investments authorized for fiduciaries, including without limitation
         any common, collective or commingled trust fund maintained by the
         Trustee (or any other such fund, acceptable to Putnam and the Trustee,
         that qualifies for exemption from federal income tax pursuant to
         Revenue Ruling 81-100). Any investment in, and any terms and conditions
         of, any such common, collective or commingled trust fund available only
         to employee trusts which meet the requirements of the Code, or
         corresponding provisions of subsequent income tax laws of the United
         States, shall constitute an integral part of this Agreement;

                  (b) if Putnam and the Trustee have consented thereto in
         writing, to invest without limit in stock of the Employer or any
         affiliated company;

                  (c) To dispose of all or part of the investments, securities
         or other property which may from time to time or at any time constitute
         the Trust Fund in accordance with the written directions furnished by
         the Employer for the investment of Participants' separate Accounts or
         the payment of benefits or expenses of the Plan, and to make, execute
         and deliver to the purchasers thereof good and sufficient deeds of
         conveyance therefore, and all assignments, transfers and other legal
         instruments, either necessary or convenient for passing the title and
         ownership thereto, free and discharged of all trusts and without
         liability on the part of such purchasers to see to the application of
         the purchase money;

                  (d) To hold cash uninvested to the extent necessary to pay
         benefits or expenses of the Plan;

                  (e) To follow the directions of an investment manager
         appointed pursuant to Section 13.7;

                  (f) To cause any investment of the Trust Fund to be registered
         in the name of the Trustee or the name of its nominee or nominees or to
         retain such investment unregistered or in a form permitting transfer by
         delivery; provided that the books and records of the Trustee shall at
         all times show that all such investments are part of the Trust Fund;

                  (g) Upon written direction of or through the Employer, to vote
         in person or by proxy (in accordance with Sections 13.6 and 13.10 and,
         in the case of stock of

                                     - 87 -
<PAGE>   118
         the Employer, at the direction of the Employer or Participants in
         accordance with Section 13.8) with respect to all securities that are
         part of the Trust Fund;

                  (h) To consult and employ any suitable agent to act on behalf
         of the Trustee and to contract for legal, accounting, clerical and
         other services deemed necessary by the Trustee to manage and administer
         the Trust Fund according to the terms of the Plan;

                  (i) Upon the written direction of the Employer, to make loans
         from the Trust Fund to Participants in amounts and on terms approved by
         the Plan Administrator in accordance with the provisions of the Plan;
         provided that the Employer shall have the sole responsibility for
         computing and collecting all loan repayments required to be made under
         the Plan; and

                  (j) To pay from the Trust Fund all taxes imposed or levied
         with respect to the Trust Fund or any part thereof under existing or
         future laws, and to contest the validity or amount of any tax
         assessment, claim or demand respecting the Trust Fund or any part
         thereof.

         16.2. Limitation of Responsibilities. Except as may otherwise be
required under applicable law, neither the Trustee nor any of its agents shall
have any responsibility for:

                  (a) Determining the correctness of the amount of any
         contribution for the sole collection or payment of contributions, which
         shall be the sole responsibility of the Employer;

                  (b) Loss or breach caused by any Participant's exercise of
         control over his Accounts, which shall be the sole responsibility of
         the Participant;

                  (c) Loss or breach caused by the Employer's exercise of
         control over Accounts pursuant to Section 13.3, which shall be the sole
         responsibility of the Employer;

                  (d) Performance of any other responsibilities not specifically
         allocated to them under the Plan.

         16.3. Fees and Expenses. The Trustee's fees for performing its duties
hereunder shall be such reasonable amounts as shall be established by the
Trustee from time to time in a fee schedule addressed to the Employer. Such
fees, any taxes of any kind which may be levied or assessed upon or in respect
of the Trust Fund and any and all expenses reasonably incurred by the Trustee
shall, unless paid by the Employer, be paid from the Trust Fund and shall,
unless allocable to the Accounts of specific Participants, be charged pro rata
against the Accounts of all Participants. The Trustee is expressly authorized to
cause Investment Products to be sold or redeemed for the purpose of paying such
amounts. Charges and

                                     - 88 -
<PAGE>   119
expenses incurred in connection with a specific Investment Product, unless
allocable to the Accounts of specific Participants, shall be charged pro rata
against the Accounts of all Participants for whose benefit amounts have been
invested in the specific Investment Product.

         16.4. Reliance on Employer. The Trustee and its agents shall
rely upon any decision of the Employer, or of any person authorized by the
Employer, purporting to be made pursuant to the terms of the Plan, and upon any
information or statements submitted by the Employer or such person (including
those relating to the entitlement of any Participant to benefits under the
Plan), and shall not inquire as to the basis of any such decision or information
or statements, and shall incur no obligation or liability for any action taken
or omitted in reliance thereon. The Trustee and its agents shall be entitled to
rely on the latest written instructions received from the Employer as to the
person or persons authorized to act for the Employer hereunder, and to sign on
behalf of the Employer any directions or instructions, until receipt from the
Employer of written notice that such authority has been revoked.

         16.5. Action Without Instructions. If the Trustee receives no
instructions from the Employer in response to communications sent by registered
or certified mail to the Employer at its last known address as shown on the
books of the Trustee, then the Trustee may make such determinations with respect
to administrative matters arising under the Plan as it considers reasonable,
notwithstanding any prior instructions or directions given by or on behalf of
the Employer, but subject to any instruction or direction given by or on behalf
of the Participants. To the extent permitted by applicable law, any
determination so made will be binding on all persons having or claiming any
interest under the Plan or Trust, and the Trustee will incur no obligation or
responsibility for any such determination made in good faith or for any action
taken pursuant thereto. In making any such determination the Trustee may
require that it be furnished with such relevant documents as it reasonable
considers necessary.

         16.6. Advice of Counsel. The Trustee may consult with legal counsel
(who may, but need not be, counsel for the Employer) concerning any questions
which may arise with respect to its rights and duties under the Plan, and the
opinion of such counsel shall be full and complete protection to the extent
permitted by applicable law in the respect of any action taken or omitted by the
Trustee hereunder in accordance with the opinion of such counsel.

         16.7. Accounts. The Trustee shall keep full accounts of all receipts
and disbursements which pertain to investments in Investment Products, and of
such other transactions as it is required to perform hereunder. Within a
reasonable time following the close of each Plan Year, or upon its removal or
resignation or upon termination of the Trust and at such other times as may be
appropriate, the Trustee shall render to the Employer and any other persons as
may be required by law an account of its administration of the Plan and Trust
during the period since the last previous such accounting, including such
information as may be required by law. The written approval of any account by
the Employer and all other persons to whom an account is rendered shall be final
and binding as to all matters and

                                     - 89 -
<PAGE>   120
transactions stated or shown therein, upon the Employer and Participants and all
persons who then are or thereafter become interested in the Trust. The failure
of the Employer or any other person to whom an account is rendered to notify the
party rendering the account within 60 days after the receipt of any account of
his or its objection to the account shall be the equivalent of written approval.
If the Employer or any other person to whom an account is rendered files any
objections within such 60-day period with respect to any matters or transactions
stated or shown in the account and the Employer or such other person and the
party rendering the account cannot amicably settle the questions raised by such
objections, the party rendering the account and the Employer or such person
shall have the right to have such questions settled by judicial proceedings,
although the Employer or such other person to whom an account is rendered shall
have, to the extent permitted by applicable law, only 60 days from filing of
written objection to the account to commence legal proceedings. Nothing herein
contained shall be construed so as to deprive the Trustee of the right to have a
judicial settlement of its accounts. In any proceeding for a judicial
settlements of any account or for instructions, the only necessary parties shall
be the Trustee, the Employer and persons to whom an account is required by law
to be rendered.

         16.8. Access to Records. The Trustee shall give access to its records
with respect to the Plan at reasonable times and on reasonable notice to any
person required by law to have access to such records.

         16.9. Successors. Any corporation into which the Trustee may merge or
with which it may consolidate or any corporation resulting from any such merger
or consolidation shall be the successor of the Trustee without the execution or
filing of any additional instrument or the performance of any further act.

         16.10. Persons Dealing with Trustee. No person dealing with the
Trustee shall be bound to see to the application of any money or property paid
or delivered to the Trustee or to inquire into the validity or propriety of any
transactions.

         16.11. Resignation and Removal; Procedure. The Trustee may resign at
any time by giving 60 days' written notice to the Employer and to Putnam. The
Employer may remove the Trustee at any time by giving 60 days' written notice to
the party removed and to Putnam. In any case of resignation or removal
hereunder, the period of notice may be reduced to such shorter period as is
satisfactory to the Trustee and the Employer. Notwithstanding anything to the
contrary herein, any resignation hereunder shall take effect at the time notice
thereof is given if the Employer may no longer participate in the prototype Plan
and is deemed to have an individually designed plan at the time notice is given.

         16.12. Action of Trustee Following Resignation or Removal. When the
resignation or removal of the Trustee becomes effective, the Trustee shall
perform all acts necessary to transfer the Trust Fund to its successor. However,
the Trustee may reserve such portion of the Trust Fund as it may reasonably
determine to be necessary for payment of its fees and any taxes and expenses,
and any balance of such reserve remaining after payment of such

                                     - 90 -
<PAGE>   121
fees, taxes and expenses shall be paid over to its successor. The Trustee shall
have no responsibility for acts or omissions occurring after its resignation
becomes effective.

         16.13. Effect of Resignation or Removal. Resignation or removal of the
Trustee shall not terminate the Trust. In the event of any vacancy in the
position of Trustee, whether the vacancy occurs because of the resignation or
removal of the Trustee, the Employer shall appoint a successor to fill the
vacant position. If the Employer does not appoint such a successor who accepts
appointment by the later of 60 days after notice of resignation or removal is
given or by such later date as the Trustee and Employer may agree in writing to
postpone the effective date of the Trustee's resignation or removal, the Trustee
may apply to a court of competent jurisdiction for such appointment or cause the
Trust to be terminated, effective as of the date specified by the Trustee, in
writing delivered to the Employer. Each successor Trustee so appointed and
accepting a trusteeship hereunder shall have all of the rights and powers and
all of the duties and obligations of the original Trustee, under the provisions
hereof, but shall have no responsibility for acts or omissions before he becomes
a Trustee.

         16.14. Fiscal Year of Trust. The fiscal year of the Trust will coincide
with the Plan Year.

         16.15. Limitation of Liability. Except as may otherwise be required by
law and other provisions of the Plan, no fiduciary of the Plan, within the
meaning of Section 3(21) of ERISA, shall be liable for any losses incurred with
respect to the management of the Plan, nor shall he or it be liable for any acts
or omissions except those caused by his or its own negligence or bad faith in
failing to carry out his or its duties under the terms contained in the Plan.

         16.16. Indemnification. Subject to the limitations of applicable law,
the Employer agrees to indemnify and hold harmless (i) all fiduciaries, within
the meaning of ERISA Sections 3(21) and 404, and (ii) Putnam, for all liability
occasioned by any act of such party or omission to act, in good faith and
without negligence, and for all expenses incurred by any such party in
determining its duty or liability under ERISA with respect to any question under
the Plan.

                                     - 91 -
<PAGE>   122
ARTICLE 17. AMENDMENT

         17.1. General. The Employer reserves the power at any time or times to
amend the provisions of the Plan and the Plan Agreement to any extent and in any
manner that it may deem advisable. If, however, the Employer makes any amendment
(including an amendment occasioned by a waiver of the minimum funding
requirement under Section 412(d) of the Code) other than

                  (a) a change in an election made in the Plan Agreement,

                  (b) amendments stated in the Plan Agreement which allow the
         Plan to satisfy Section 415 and to avoid duplication of minimums under
         Section 416 of the Code because of the required aggregation of multiple
         plans, or

                  (c) 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,

the Employer shall cease to participate in this prototype Plan and will be
considered to have an individually designed plan. In that event, Putnam shall
have no further responsibility to provide to the Employer any amendments or
other material incident to the prototype plan, and Putnam may resign immediately
as Trustee and as Recordkeeper. Any amendment shall be made by delivery to the
Trustee (and the Recordkeeper, if any) of a written instrument executed by the
Employer providing for such amendment. Upon the delivery of such instrument to
the Trustee, such instrument shall become effective in accordance with its
terms as to all Participants and all persons having or claiming any interest
hereunder, provided, that the Employer shall not have the power:

                  (1) to amend the Plan in such a manner as would cause or
         permit any part of the assets of the Trust to be diverted to purposes
         other than the exclusive benefit of Participants or their
         Beneficiaries, or as would cause or permit any portion of such assets
         to revert to or become the property of the Employer.

                  (2) to amend the Plan retroactively in such a manner as would
         have the effect of decreasing a Participant's accrued benefit, except
         that a Participant's Account balance may be reduced to the extent
         permitted under Section 412(c)(8) of the Code. For purposes of this
         paragraph (2), an amendment shall be treated as reducing a
         Participant's accrued benefit if it has the effect of reducing his
         Account balance, or of eliminating an optional form of benefit with
         respect to amounts attributable to contributions made performed before
         the adoption of the amendment; or

                  (3) to amend the Plan so as to decrease the portion of a

                                     - 92 -
<PAGE>   123
         Participant's Account balance that has become vested, as compared to
         the portion that was vested, under the terms of the Plan without regard
         to the amendment, as of the later of the date the amendment is adopted
         or the date it becomes effective.

                  (4) to amend the Plan in such a manner as would increase the
         duties or liabilities of the Trustee or the Recordkeeper unless the
         Trustee or the Recordkeeper consents thereto in writing.

         17.2. Delegation of Amendment Power. The Employer and all sponsoring
organizations of the Putnam Basic Plan Document delegate to Putnam Mutual Funds
Corp., the power to amend the Plan (including the power to amend this Section
18.2 to name a successor to which such power of amendment shall be delegated),
for the purpose of adopting amendments which are certified to Putnam Mutual
Funds Corp., by counsel satisfactory to it, as necessary or appropriate under
applicable law, including any regulation or ruling issued by the United States
Treasury Department or any other federal or state department or agency; provided
that Putnam Mutual Funds Corp., or such successor may amend the Plan only if it
has mailed a copy of the proposed amendment to the Employer at its last known
address as shown on its books by the date on which it delivers a written
instrument providing for such amendment, and only if the same amendment is made
on said date to all plans in this form as to which Putnam Mutual Funds Coop., or
such successor has a similar power of amendment. If a sponsoring organization
does not adopt any amendment made by Putnam Mutual Funds Corp., such sponsoring
organization shall cease to participate in this prototype Plan and will be
considered to have an individually designed plan. If, upon the submission of
this Putnam Basic Plan Document #07 to the Internal Revenue Service for a
determination letter, the Internal Revenue Service determines that changes are
required to the Basic Plan Document but not to the form of Plan Agreement,
Putnam shall furnish a copy of the revised Basic Plan Document to the Employer
and the Employer will not be required to execute a revised Plan Agreement.

                                     - 93 -
<PAGE>   124
ARTICLE 18. TERMINATION OF THE PLAN AND TRUST

         18.1. General. The Employer has established the Plan and the Trust with
the bona fide intention and expectation that contributions will be continued
indefinitely, but the Employer shall have no obligation or liability whatsoever
to maintain the Plan for any given length of time and may discontinue
contributions under the Plan or terminate the Plan at any time by written notice
delivered to the Trustee, without any liability whatsoever for any such
discontinuance or termination.

         18.2. Events of Termination. The Plan will terminate upon the happening
of any of the following events:

                  (a) Death of the Employer, if a sole proprietor, or
         dissolution or termination of the Employer, unless within 60 days
         thereafter provision is made by the successor to the business with
         respect to which the Plan was established for the continuation of the
         Plan, and such continuation is approved by the Trustee;

                  (b) Merger, consolidation or reorganization of the Employer
         into one or more corporations or organizations, unless the surviving
         corporations or organizations adopt the Plan by an instrument in
         writing delivered to the Trustee within 60 days after such a merger,
         consolidation and reorganization;

                  (c) Sale of all or substantially all of the assets of the
         Employer, unless the purchaser adopts the Plan by an instrument in
         writing delivered to the Trustee within 60 days after the sale;

                  (d) The institution of bankruptcy proceedings by or against
         the Employer, or a general assignment by the Employer to or for the
         benefit of its creditors; or

                  (e) Delivery of notice of termination as provided in Section
         18.1.

         18.3. Effect of Termination. Notwithstanding any other provisions of
this Plan, other than Section 18.4, upon termination of the Plan or complete
discontinuance of contributions thereunder, each Participant's Accounts will
become fully vested and nonforfeitable, and upon partial termination of the
Plan, the Accounts of each Participant affected by the partial termination will
become fully vested and nonforfeitable. The Employer shall notify the Trustee in
writing of such termination, partial termination or complete discontinuance of
contributions. In the event of the complete termination of the Plan or
discontinuance of contributions, the Trustee will, after payment of all expenses
of the Trust Fund, make distribution of the Trust asset to the Participants or
other persons entitled thereto, in such form as the Employer may direct pursuant
to Article 10 or, in the absence of such direction, in a single payment in cash
or in kind. Upon completion of such distributions under this Article, the Trust
will terminate, the Trustee will be relieved from their obligations under the
Trust, and no Participant or other person will have any further claim

                                     - 94 -
<PAGE>   125
thereunder.

         18.4. Approval of Plan. Notwithstanding any other provision of the
Plan, if the Employer fails to obtain or to retain the approval by the Internal
Revenue Service of the Plan as a qualified plan under Section 401(a) of the
Code, then (i) the Employer shall promptly notify the Trustee, and (ii) the
Employer may no longer participate in the Putnam prototype plan, but will be
deemed to have an individually designed plan. If it is determined by the
Internal Revenue Service that the Plan upon its initial adoption does not
qualify under Section 401(a) of the Code, all assets then held under the Plan
will be returned within one year of the denial of initial qualification to the
Participants and the Employer to the extent attributable to their respective
contributions and any income earned thereon, but only if the application for
qualification is made by the time prescribed by law for filing the Employer's
federal income tax return for the taxable year in which the Plan is adopted, or
such later date as the Secretary of the Treasury may prescribe. Upon such
distribution, the Plan will be considered to be rescinded and to be of no force
or effect.

                                     - 95 -
<PAGE>   126
ARTICLE 19. TRANSFERS TO OR FROM OTHER QUALIFIED PLANS; MERGERS

         19.1. General. Notwithstanding any other provision hereof, subject to
the approval of the Trustee there may be transferred to the Trustee all or any
of the assets held (whether by a trustee, custodian or otherwise) in respect of
any other plan which satisfies the applicable requirements of Section 401(a) of
the Code and which is maintained for the benefit of any Employee (provided,
however, that the Employee is not a member of a class of Employees excluded from
eligibility to participate in the Plan). Any such assets so transferred shall
be accompanied by written instructions from the Employer naming the persons for
whose benefit such assets have been transferred and showing separately the
respective contributions made by the Employer and by the Participants and the
current value of the assets attributable thereto. Notwithstanding the foregoing,
if a Participant's employment classification changes under Section 3.5 such
that he begins participation in another plan of the Employer, his Account, if
any, shall, upon the Administrator's direction, be transferred to the plan in
which he has become eligible to participate, if such plan permits receipt of
such Account.

         19.2. Amounts Transferred. The Employer shall credit any assets
transferred pursuant to Section 19.1 or Section 3.5 to the appropriate Accounts
of the persons for whose benefit such assets have been transferred. Any amounts
credited as contributions previously made by an employer or by such persons
under such other plan shall be treated as contributions previously made under
the Plan by the Employer or by such persons, as the case may be.

         19.3. Merger or Consolidation. The Plan shall not be merged or
consolidated with any other plan, nor shall any assets or liabilities of the
Trust Fund be transferred to any other plan, unless each Participant would
receive a benefit immediately after the transaction, if the Plan then
terminated, which is equal to or greater than the benefit he would have been
entitled to receive immediately before the transaction if the Plan had then
terminated.

                                     - 96 -
<PAGE>   127
ARTICLE 20. MISCELLANEOUS

         20.1. Notice of Plan. The Plan shall be communicated to all
Participants by the Employer on or before the last day on which such
communication may be made under applicable law.

         20.2. No Employment Rights. Neither the establishment of the Plan and
the Trust, nor any amendment thereof, nor the creation of any fund or account,
nor the payment of any benefits shall be construed as giving to any Participant
or any other person any legal or equitable right against the Employer or the
Trustee, except as provided herein or by ERISA; and in no event shall the terms
of employment or service of any Participant be modified or in any way be
affected hereby.

         20.3. Distributions Exclusively From Plan. Participants and
Beneficiaries shall look solely to the assets held in the Trust for the payment
of any benefits under the Plan.

         20.4. No Alienation. The benefits provided hereunder shall not be
subject to alienation, assignment, garnishment, attachment, execution or levy of
any kind, and any attempt to cause such benefits to be so subjected shall not be
recognized, except as provided in Section 12.4 or in accordance with a Qualified
Domestic Relations Order. The Plan Administrator shall determine whether a
domestic relations order is qualified in accordance with written procedures
adopted by the Plan Administrator. Notwithstanding the foregoing, an order shall
not fail to be a Qualified Domestic Relations Order merely because it requires a
distribution to an alternate payee (or the segregation of accounts pending
distribution to an alternate payee) before the Participant is otherwise entitled
to a distribution under the Plan.

         20.5. Provision of Information. The Employer and the Trustee shall
furnish to each other such information relating to the Plan and Trust as may be
required under the Code or ERISA and any regulations issued or forms adopted by
the Treasury Department or the Labor Department or otherwise thereunder.

         20.6. No Prohibited Transactions. The Employer and the Trustee shall,
to the extent of their respective powers and authority under the Plan, prevent
the Plan from engaging in any transaction known by that person to constitute a
transaction prohibited by Section 4975 of the Code and any rules or regulations
with respect thereto.

         20.7. Governing Law. The Plan shall be construed, administered,
regulated and governed in all respects under and by the laws of the United
States, and to the extent permitted by such laws, by the laws of the
Commonwealth of Massachusetts

         20.8. Gender. Whenever used herein, a pronoun in the masculine gender
includes the feminine gender unless the context clearly indicates otherwise.

                                     - 97 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>p64850ex5.txt
<DESCRIPTION>EX-5
<TEXT>

<PAGE>   1
                                                                       Exhibit 5





                                 April 6, 2001



Mesa Air Group, Inc.
410 North 44th Street, Ste. 700
Phoenix, AZ   85008

Ladies and Gentlemen:

            I refer to the Registration Statement on Form S-8 of Mesa Air Group,
Inc., a Nevada corporation (the "Company"), to be filed with the Securities and
Exchange Commission on or about April 6, 2001 for the purpose of registering
under the Securities Act of 1933, as amended, 500,000 shares of Common Stock, no
par value per share ("Common Stock"), of the Company. These shares of Common
Stock are proposed to be issued upon the purchase of stock in connection with
the Mesa Air Group, Inc. 401(K) Plan (the "Plan").

            I have examined the Company's Articles of Incorporation, as amended,
the Bylaws of the Company, as currently in effect, minutes of the applicable
meetings of the Board of Directors and stockholders of the Company, together
with such other corporate records, certificates of public officials and other
documents as I have deemed relevant to this opinion.

            Based upon the foregoing, it is my opinion that:

                  1. The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Nevada.

                  2. All necessary corporate action has been taken to authorize
         the issuance of the aforesaid 500,000 shares of Common Stock and all
         such shares of Common Stock as shall be issued and paid for as
         described in the Plan shall be, when so issued, legally issued, fully
         paid and nonassessable.

            I hereby consent to the reference to myself under the heading
"Interests of Named Experts and Counsel" in the Registration Statement. I also
consent to the inclusion of this opinion in the Registration Statement as an
exhibit thereto. In giving this consent, I do not thereby admit that I am within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations thereunder.

                                                     Very truly yours,



                                                     /s/ Brian S. Gillman

                                                     Brian S. Gillman





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(A)
<SEQUENCE>4
<FILENAME>p64850ex23-a.txt
<DESCRIPTION>EX-23.(A)
<TEXT>

<PAGE>   1
                                                                   Exhibit 23(a)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Mesa Air Group, Inc. on Form S-8 of our report dated December 22, 2000,
appearing in the Annual Report on Form 10-K of Mesa Air Group, Inc. for
the year ended September 30, 2000.


DELOITTE & TOUCHE LLP
Phoenix, Arizona,
April 5, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.(B)
<SEQUENCE>5
<FILENAME>p64850ex23-b.txt
<DESCRIPTION>EX-23.(B)
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 23(b)

                         INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Mesa Air Group, Inc.:


We consent to incorporation by reference herein of our report dated January 20,
2000, relating to the consolidated balance sheet of Mesa Air Group, Inc. and
subsidiaries as of September 30, 1999, and the related consolidated statements
of operations, stockholders' equity and comprehensive loss and cash flows for
each of the years in the two-year period ended September 30, 1999, which report
appears in the September 30, 2000 annual report on Form 10-K of Mesa Air Group,
Inc.

                                  /s/ KPMG LLP

Phoenix, Arizona
April 5, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
